Exhibit 10.55
 CONFIDENTIAL TREATMENT
REQUESTED PURSUANT TO RULE 24b-2
 Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment
under Rule 24b-2 under the Securities Exchange Act of 1934. The omitted materials have been filed
separately with the Securities and Exchange Commission.
 
 TRIDENT MICROSYSTEMS (HONG KONG) LIMITED,
   TRIDENT MICROSYSTEMS, INC.
  TRIDENT MICROSYSTEMS (FAR EAST) LTD.
  
 LOAN, GUARANTY AND SECURITY AGREEMENT




---



##### 



CERTAIN FINANCIAL INSTITUTIONS,
   BANK OF AMERICA, N.A.,
(ACTING THROUGH ITS SINGAPORE BRANCH),




---



##### 



TABLE OF CONTENTS
 PageARTICLE IDEFINITIONS; RULES OF CONSTRUCTIONSection 1.1 Definitions
    
    
    1Section 1.2 Accounting Terms
    
    
    27Section 1.3 Uniform Commercial Code
    
    
    27Section 1.4 Certain Matters of Construction
    
    
    27ARTICLE IICREDIT FACILITIESSection 2.1 Commitment
    
    
    28Section 2.2 Increase in the Aggregate Commitments
    
    
    30Section 2.3 Letter of Credit Facility
    
    
    32ARTICLE IIIINTEREST, FEES AND CHARGESSection 3.1 Interest
    
    
    35Section 3.2 Fees
    
    
    36Section 3.3 Computation of Interest, Fees
    
    
    37Section 3.4 Reimbursement Obligations
    
    
    37Section 3.5 Illegality
    
    
    38Section 3.6 Inability to Determine Rates
    
    
    38Section 3.7 Increased Costs; Capital Adequacy
    
    
    39Section 3.8 Mitigation; Option to Terminate
    
    
    40Section 3.9 Funding Losses
    
    
    40Section 3.10 Maximum Interest
    
    
    40ARTICLE IVLOAN ADMINISTRATIONSection 4.1 Manner of Borrowing and Funding Loans
    
    
    41Section 4.2 Defaulting Lender
    
    
    43Section 4.3 Number and Amount of LIBOR Loans; Determination of Rate
    
    
    43Section 4.4 Borrower as Agent
    
    
    43Section 4.5 One Obligation
    
    
    43Section 4.6 Effect of Termination
    
    
    44




---



##### 



PageARTICLE VPAYMENTSSection 5.1 General Payment Provisions
    
    
    44Section 5.2 Repayment of Loans
    
    
    44Section 5.3 Currency Conversion
    
    
    45Section 5.4 Payment of Other Obligations
    
    
    45Section 5.5 Marshaling; Payments Set Aside
    
    
    45Section 5.6 Post-Default Allocation of Payments
    
    
    45Section 5.7 Application of Payments
    
    
    46Section 5.8 Loan Account; Account Stated
    
    
    46Section 5.9 Taxes
    
    
    47Section 5.10 Lender Tax Information
    
    
    48Section 5.11 Nature and Extent of Borrowers Liability
    
    
    48ARTICLE VICONDITIONS PRECEDENTSection 6.1 Conditions Precedent to Initial Loans
    
    
    50Section 6.2 Conditions Precedent to All Credit Extensions
    
    
    52Section 6.3 Post-execution Covenants
    
    
    52Section 6.4
    
    
    52ARTICLE VIICOLLATERALSection 7.1 Grant of Security Interest
    
    
    53Section 7.2 Lien on Deposit Accounts; Cash Collateral
    
    
    54Section 7.3 Other Collateral
    
    
    55Section 7.4 No Assumption of Liability
    
    
    55Section 7.5 Further Assurances
    
    
    55Section 7.6 Exclusions from Collateral
    
    
    55ARTICLE VIIICOLLATERAL ADMINISTRATIONSection 8.1 Borrowing Base Certificates
    
    
    55Section 8.2 Administration of Accounts
    
    
    56Section 8.3 Administration of Inventory
    
    
    57Section 8.4 Administration of Equipment
    
    
    57Section 8.5 Administration of Deposit Accounts
    
    
    58Section 8.6 General Provisions
    
    
    58
  ii




---



##### 



PageSection 8.7 Power of Attorney
    
    
    60ARTICLE IXREPRESENTATIONS AND WARRANTIESSection 9.1 General Representations and Warranties
    
    
    61Section 9.2 Complete Disclosure
    
    
    66ARTICLE XCOVENANTS AND CONTINUING AGREEMENTSSection 10.1 Affirmative Covenants
    
    
    67Section 10.2 Negative Covenants
    
    
    71Section 10.3 Financial Covenant
    
    
    76ARTICLE XIEVENTS OF DEFAULT; REMEDIES ON DEFAULTSection 11.1 Events of Default
    
    
    76Section 11.2 Remedies upon Default
    
    
    79Section 11.3 License
    
    
    79Section 11.4 Setoff
    
    
    80Section 11.5 Remedies Cumulative; No Waiver
    
    
    80ARTICLE XIIGUARANTYSection 12.1 Guaranty
    
    
    81ARTICLE XIIIAGENTSection 13.1 Appointment, Authority and Duties of Agent
    
    
    87Section 13.2 Agreements Regarding Collateral and Field Examination Reports
    
    
    89Section 13.3 Reliance By Agent
    
    
    89Section 13.4 Action Upon Default
    
    
    90Section 13.5 Ratable Sharing
    
    
    90Section 13.6 Indemnification of Agent Indemnitees
    
    
    90Section 13.7 Limitation on Responsibilities of Agent
    
    
    90Section 13.8 Successor Agent and Co-Agents
    
    
    91Section 13.9 Due Diligence and Non-Reliance
    
    
    92
  iii




---



##### 



PageSection 13.10 Replacement of Certain Lenders
    
    
    92Section 13.11 Remittance of Payments and Collections
    
    
    92Section 13.12 Agent in its Individual Capacity
    
    
    93Section 13.13 Agent Titles
    
    
    93Section 13.14 No Third Party Beneficiaries
    
    
    93ARTICLE XIVBENEFIT OF AGREEMENT; ASSIGNMENTS AND PARTICIPATIONSSection 14.1 Successors and Assigns
    
    
    94Section 14.2 Participations
    
    
    94Section 14.3 Assignments
    
    
    95ARTICLE XVMISCELLANEOUSSection 15.1 Consents, Amendments and Waivers
    
    
    95Section 15.2 Indemnity
    
    
    96Section 15.3 Notices and Communications
    
    
    97Section 15.4 Performance of Borrowers Obligations
    
    
    97Section 15.5 Credit Inquiries
    
    
    98Section 15.6 Severability
    
    
    98Section 15.7 Cumulative Effect; Conflict of Terms
    
    
    98Section 15.8 Counterparts
    
    
    98Section 15.9 Entire Agreement
    
    
    98Section 15.10 Relationship with Lenders
    
    
    98Section 15.11 No Advisory or Fiduciary Responsibility
    
    
    99Section 15.12 Confidentiality
    
    
    99Section 15.13 GOVERNING LAW
    
    
    100Section 15.14 Consent to Forum; Arbitration
    
    
    100Section 15.15 Waivers by Obligors
    
    
    101Section 15.16 Patriot Act Notice
    
    
    102Section 15.17 Judgment Currency
    
    
    102
 LIST OF EXHIBITS AND SCHEDULES
 Exhibit A Revolver NoteExhibit B Assignment and AcceptanceExhibit C Assignment NoticeExhibit D Long-Term Investment PolicySchedule 1.1 Commitments of LendersSchedule 8.5 Deposit Accounts
  iv




---



##### 



Schedule 8.6.1 Business LocationsSchedule 9.1.4 Names and Capital StructureSchedule 9.1.11 Patents, Trademarks, Copyrights and LicensesSchedule 9.1.14 Environmental MattersSchedule 9.1.15 Restrictive AgreementsSchedule 9.1.16 LitigationSchedule 9.1.18 Pension PlansSchedule 9.1.20 Labor ContractsSchedule 10.2.2 Existing LiensSchedule 10.2.17 Existing Affiliate Transactions
  v




---



##### 



LOAN, GUARANTY AND SECURITY AGREEMENT
 THIS LOAN, GUARANTY AND SECURITY AGREEMENT TRIDENT
MICROSYSTEMS (HONG KONG) LIMITED Borrower TRIDENT
MICROSYSTEMS, INC TRIDENT MICROSYSTEMS (FAR EAST) LTD. Lenders BANK OF AMERICA, N.A. Agent
 R E C I T A L S:
   NOW, THEREFORE
 ARTICLE I
 DEFINITIONS; RULES OF CONSTRUCTION
 Definitions
 Accordion Increase Section 2.2
 Accordion Effective Date Section 2.2
 Account
 Account Debtor
 Accounts Formula Amount plus




---



##### 



Affiliate Control Controlling Controlled
 Agent
 Agent Indemnitees
 Agent Professionals
 Anti-Terrorism Laws
 Applicable Law
 Applicable Margin
 Level
    
    Ratio
    
    Base Rate Loans
    
    LIBOR LoansI
    
    ≥ 1.50
    
    1.50%
    
    2.25%II
    
    ≥ 1.25, but < 1.50
    
    2.00%
    
    2.75%III
    
    ≥1.00, but < 1.25
    
    2.50%
    
    3.25%IV
    
    < 1.00
    
    3.00%
    
    3.75%
 Section 10.1.2
  2




---



##### 



Approved Fund
 Asset Disposition
 Assignment and Acceptance Exhibit B
 Assuming Lender Section 2.2
 Assumption Agreement Section 2.2
 Availability
 Availability Block provided
 Availability Reserve
 Bank of America
 Bank of America Indemnitees
 Bank Product provided however
  3




---



##### 



Section
5.6.1 Bank Product Amount
 Bank Product Amount
 Bank Product Debt
 Bank Product Reserve
 Bankruptcy Code
 Base Rate
 Base Rate Loan
 Board of Governors
 Borrowed Money
 Borrower Security Agreement
 Borrowing
  4




---



##### 



Borrowing Base minus minus minus
 Borrowing Base Certificate
 Business Day
 Capital Expenditures
 Capital Lease
 Cash Collateral
 Cash Collateral Account
 Cash Collateralize Cash Collateralization
 Cash Equivalents
  5




---



##### 



Cash Management Services
 Cayman Guarantor
 Cayman Islands Security Documents
 CERCLA et seq
 Change in Law
 Change of Control
  6




---



##### 



Claims
 Closing Date Section 6.1
 Code
 Collateral Section 7.1
 Commitment Schedule 1.1 Section 2.2 Section 2.1.4 Commitments
 Commitment Date Section 2.2
 Commitment Termination Date Section 2.1.4 Section 11.2
 Compliance Certificate Sections 10.2.3 10.3
 Contingent Obligation primary obligations primary obligor
  7




---



##### 



Credit Judgment
 CWA et seq
 Debt
 Default
 Default Rate
 Defaulting Lender
  8




---



##### 



Deposit Account Control Agreements
 Dilution Percent divided by
 Dilution Reserve
 Disbursement Account
 Distribution
 Dollars
 Dominion Account
 EBITDA
 Eligible Account provided
  9




---



##### 



provided
 Eligible Assignee
  10




---



##### 



Enforcement Action
 Environmental Laws
 Environmental Notice
 Environmental Release
 Equity Interest
 ERISA
 ERISA Affiliate
 ERISA Event
  11




---



##### 



Event of Default Article XI
 Excluded Securities Accounts
 Excluded Tax
 Extraordinary Expenses Section 10.1.1
  12




---



##### 



Federal Funds Rate
 Fee Letter
 Fiscal Quarter
 Fiscal Year
 Fixed Charge Coverage Ratio
 Fixed Charges
 FLSA
 Foreign Plan
 Full Payment
  13




---



##### 



GAAP
 Governmental Approvals
 Governmental Authority
 Guaranteed Obligations Section 12.1.1
 Guarantors
 Guaranty Article XII
 Hedging Agreement
 Hong Kong Security Documents
 HSBC Deposit Accounts
  14




---



##### 



Increasing Lender Section 2.2
 Indemnified Taxes
 Indemnitees
 Insolvency Proceeding
 Intellectual Property
 Intellectual Property Claim
 Interest Period Section 3.1.3
 Inventory
 Investment
 IRS
 Issuing Bank
 Issuing Bank Indemnitees
  15




---



##### 



LC Application
 LC Conditions Article VI
 LC Documents
 LC Obligations
 LC Request
 LC Reserve
 Lender Indemnitees
 Lenders
 Lending Office
 Letter of Credit
  16




---



##### 



Letter of Credit Subline
 LIBOR BBA LIBOR
 LIBOR Loan
 License
 Licensor
 Lien
 Lien Waiver
  17




---



##### 



Liquidity plus Specified Securities
Account
 Loan Section 2.1
 Loan Account Section 5.8
 Loan Documents
 Loan Year
 Long Term Liquid Investments
 Margin Stock
 Material Adverse Effect
 Material Contract
  18




---



##### 



Material License
 Merrill Lynch Securities Accounts
 Moodys
 Multiemployer Plan
 Net Proceeds
 Notes
 Notice of Borrowing
 Notice of Conversion/Continuation
 Obligations
  19




---



##### 



Obligor
 Ordinary Course of Business
 Organic Documents
 Original Currency Section 15.17
 OSHA
 Other Agreement
 Other Currency
 Other Taxes
 Overadvance Section 2.1.5
 Overadvance Loan
 Parent
 Participant Section 14.2
 Patriot Act
  20




---



##### 



Payment Item
 PBGC
 Pension Plan
 Perfection Certificate
 Permitted Acquisition
 Permitted Asset Disposition provided
 Permitted Contingent Obligations
  21




---



##### 



Permitted Distributions
 Permitted Lien Section 10.2.2
 Permitted Purchase Money Debt Section 10.2.3
 Person
 Plan
 Prime Rate
 Pro Rata
 Properly Contested
  22




---



##### 



Property
 Protective Advances Section 2.1.6
 Purchase Money Debt provided
 Purchase Money Lien
 RCRA
 Real Estate
 Refinancing Conditions
 Refinancing Debt Section 10.2.1(b) (d) (f)
 Reimbursement Date Section 2.3.2
 Rent and Charges Reserve
  23




---



##### 



Report Section 13.2.3
 Reportable Event
 Required Lenders Section 4.2 provided
 Reserve Percentage
 Restricted Investment Section 10.2.7 provided Permitted Acquisitions
 Restrictive Agreement
  24




---



##### 



Revolver Note Exhibit A
 Revolver Termination Date
 Royalties
 S&P
 Secured Parties
 Securities Account Control Agreements
 Security Documents
 Senior Officer
 Settlement Report
 Solvent Fair
salable value
  25




---



##### 



Specified Jurisdiction
 Specified Securities Account
 Subordinated Debt
 Subsidiary
 Swingline Loan
 Taxes
 Transferee
 Trident Cayman Security Agreement
 Trigger Period
 Type
 UCC
  26




---



##### 



Unfunded Pension Liability
 Unused Line Amount Section 3.2.1
 Upstream Payment
 Value
 Accounting Terms Section 10.3
 Uniform Commercial Code
 Certain Matters of Construction ejusdem generis
  27




---



##### 



ARTICLE II
 CREDIT FACILITIES
 Commitment
 Loans
 Revolver Notes
 Use of Proceeds
  28




---



##### 



Voluntary Reduction or Termination of Commitments
    Overadvances Overadvance on demand
 Protective Advances Article VI Protective Advances
  29




---



##### 



Increase in the Aggregate Commitments
 Accordion Increase Section 2.2(d) Accordion
Effective Date provided however
 Commitment
Date Increasing Lender
 provided however
   30




---



##### 



Section 2.2(c) Assuming Lender Section 2.2(b) Schedule 1.1 provided
      Assumption Agreement
  Section 2.2(d) Section 15.1
  31




---



##### 



Letter of Credit Facility
 Issuance of Letters of Credit
     32




---



##### 



Reimbursement; Participations
 Reimbursement Date Article VI
   33




---



##### 



Cash Collateral on demand Article VI
  34




---



##### 



ARTICLE III
 INTEREST, FEES AND CHARGES
 Interest
 Rates and Payment of Interest
   provided on demand on demand
 Application of LIBOR to Outstanding Loans
    35




---



##### 



Interest Periods Interest Period provided however
    Interest Rate Not Ascertainable
 Fees
 Unused Line Fee Unused Line Amount provided however
 If Unused Line Amount (as apercentage of the aggregateCommitments) during the
    
    Unused Line Fee Percentageprior calendar month is:
    
    per Annum:≤ 33%
    
    
    0.25
    %> 33%, but < 67%
    
    
    0.50
    %≥ 67%
    
    
    0.75
    %
  36




---



##### 



LC Facility Fees
 Closing Fee
 Agent Fees
 Computation of Interest, Fees Section 3.2 Section 3.4 3.6 3.7 3.9 5.9
 Reimbursement Obligations
  37




---



##### 



Section
10.1.1(b) on demand
 Illegality Section 3.9 Section 3.5
 Inability to Determine Rates
  38




---



##### 



Increased Costs; Capital Adequacy
 Change in Law
  Section 5.9
   Capital Adequacy
 Compensation
  39




---



##### 



Mitigation; Option to Terminate Section 3.5 Section 3.7 Section 5.9 Section 3.7 Section 5.9 Section 2.1.4(c)
 Funding Losses
 Maximum Interest maximum rate
  40




---



##### 



ARTICLE IV
 LOAN ADMINISTRATION
 Manner of Borrowing and Funding Loans
 Notice of Borrowing
    Fundings by Lenders
  41




---



##### 



Section 4.1.3(b) on demand
 Swingline Loans; Settlement
  Article VI
 Notices
  42




---



##### 



Defaulting Lender
 Number and Amount of LIBOR Loans; Determination of Rate
 Borrower as Agent
 One Obligation
  43




---



##### 



Effect of Termination Section 2.1.4 Sections 2.3 3.4 3.6 3.7 3.9 5.5 5.9 5.10 12 15.2
 ARTICLE V
 PAYMENTS
 General Payment Provisions Section 3.9
 Repayment of Loans
  44




---



##### 



Currency Conversion
 Payment of Other Obligations on demand
 Marshaling; Payments Set Aside
 Post-Default Allocation of Payments
 Allocation
 first
 second
 third
 fourth
 fifth
 sixth
  45




---



##### 



seventh
 last
  Erroneous Application
 Application of Payments
 Loan Account; Account Stated
 Loan Account Loan Account
 Entries Binding
  46




---



##### 



Taxes
 Payments Free of Taxes Section 5.10
 Payment Section 5.10
 Refunds Section 5.9 Section 5.9 provided
  47




---



##### 



Lender Tax Information
 Status of Lenders
 Lender Obligations
 Nature and Extent of Borrowers Liability
 Extent of Liability
  48




---



##### 



Waivers
 Section 5.11
 Section 5.11 Section 5.11
 Subordination
  49




---



##### 



ARTICLE VI
 CONDITIONS PRECEDENT
 Conditions Precedent to Initial Loans Section 6.2 Section 6.3 Closing Date
    Article IX
   50




---



##### 



Section 8.1 Section
6.1
   51




---



##### 



Section
6.1
 Conditions Precedent to All Credit Extensions
       Post-execution Covenants
    52




---



##### 



ARTICLE VII
 COLLATERAL
 Grant of Security Interest
   Schedule 9.1.16
    53




---



##### 



Section 7.6
         Lien on Deposit Accounts; Cash Collateral
 Deposit Accounts
 Cash Collateral
  54




---



##### 



Other Collateral
 Commercial Tort Claims Schedule 9.1.16
 Certain After-Acquired Collateral
 No Assumption of Liability
 Further Assurances
 Exclusions from Collateral Section 7.1
 ARTICLE VIII
 COLLATERAL ADMINISTRATION
 Borrowing Base Certificates th
  55




---



##### 



provided
 Administration of Accounts
 Records and Schedules of Accounts
 Taxes
 Account Verification provided
 Maintenance of Dominion Account
  56




---



##### 



Proceeds of Collateral
 Administration of Inventory
 Records and Reports of Inventory
 Returns of Inventory
 Acquisition, Sale and Maintenance
 Administration of Equipment
 Records and Schedules of Equipment
  57




---



##### 



Dispositions of Equipment
 Condition of Equipment
 Administration of Deposit Accounts Schedule 8.5 provided Schedule 8.5
 General Provisions
 Location of Collateral Schedule 8.6.1 provided provided further
  58




---



##### 



Insurance of Collateral; Condemnation Proceeds
    Protection of Collateral
  59




---



##### 



Defense of Title to Collateral
 Power of Attorney
    60




---



##### 



ARTICLE IX
 REPRESENTATIONS AND WARRANTIES
 General Representations and Warranties
 Organization and Qualification
 Power and Authority
 Enforceability
 Capital Structure Schedule 9.1.4 Schedule 9.1.4
 Title to Properties; Priority of Liens
  61




---



##### 



Accounts
  bona fide
      Financial Statements
  62




---



##### 



Surety Obligations
 Taxes
 Brokers
 Intellectual Property Schedule 9.1.11 Schedule 9.1.11 Schedule 9.1.11
  63




---



##### 



Governmental Approvals
 Compliance with Laws
 Compliance with Environmental Laws Schedule 9.1.14
 Burdensome Contracts Schedule 9.1.15
 Litigation Schedule 9.1.16
  64




---



##### 



No Defaults
 ERISA Schedule 9.1.18
      65




---



##### 



Trade Relations
 Labor Relations Schedule 9.1.20
 Payable Practices
 Not a Regulated Entity
 Margin Stock
 Complete Disclosure
  66




---



##### 



ARTICLE X
 COVENANTS AND CONTINUING AGREEMENTS
 Affirmative Covenants
 Inspections; Appraisals
 provided however
 provided however
 Financial and Other Information
   67




---



##### 



68




---



##### 



Notices
  69




---



##### 



Landlord and Storage Agreements
 Compliance with Laws
 Taxes
 Insurance
 Licenses
  70




---



##### 



Future Subsidiaries
 Deposit Accounts
 Securities Accounts
 Negative Covenants .
 Permitted Debt
      Section 10.2.15
 provided
  71




---



##### 



Section
10.2.7(d) Section 10.2.7(e)
     Permitted Liens Permitted Liens
       72




---



##### 



provided
   Schedule 10.2.2
 Capital Expenditures provided however provided further
 Distributions; Upstream Payments
  73




---



##### 



Schedule 9.1.15
 Restricted Investments
 Disposition of Assets Section 8.4.2
 Loans less plus
 Restrictions on Payment of Certain Debt
 Fundamental Changes
  74




---



##### 



Subsidiaries Sections 10.1.9 10.2.5
 Organic Documents
 Tax Consolidation
 Accounting Changes Section 1.2
 Restrictive Agreements
 Hedging Agreements
 Conduct of Business
 Affiliate Transactions Section
10.2.7 Schedule 10.2.17
 Plans
  75




---



##### 



Amendments to Subordinated Debt
 Securities Accounts Section 10.3.1 Section 10.3.1 Section
10.2.20
 Financial Covenant
 Fixed Charge Coverage Ratio
 ARTICLE XI
 EVENTS OF DEFAULT; REMEDIES ON DEFAULT
 Events of Default Event of Default
 (a) Borrower fails to pay any Obligations when due (whether at stated maturity, on
demand, upon acceleration or otherwise);(b) Any representation, warranty or other written statement of an Obligor made in
connection with any Loan Documents or transactions contemplated thereby is incorrect or
misleading in any material respect when given or deemed given pursuant to the terms of this
Agreement;
  76




---



##### 



(c) Parent or any other Obligor breaches or fails to perform any covenant contained in
Section 7.2, 7.3, 7.5, 8.1, 8.2.4, 8.2.5,
8.6.2, 10.1.1, 10.1.2, 10.2 or 10.3;(d) An Obligor breaches or fails to perform any other covenant contained in any Loan
Documents, and such breach or failure is not cured within 20 days after a Senior Officer of
such Obligor has knowledge thereof or receives notice thereof from Agent, whichever is
sooner; provided, however, that such notice and opportunity to cure shall not apply if the
breach or failure to perform is not capable of being cured within such period or is a
willful breach by an Obligor;(e) A Guarantor repudiates, revokes or attempts to revoke, in each case in writing, its
Guaranty; an Obligor or third party denies or contests the validity or enforceability of any
Loan Documents or Obligations, or the perfection or priority of any Lien granted to Agent;
or any Loan Document ceases to be in full force or effect for any reason (other than a
waiver or release by Agent and Lenders);(f) Any breach or default of an Obligor occurs under any document, instrument or
agreement to which it is a party or by which it or any of its Properties is bound, relating
to any Debt (other than the Obligations) in excess of $2,500,000, if the maturity of or any
payment with respect to such Debt may be accelerated or demanded due to such breach;
provided, however, that the upon the cure or waiver of such breach or
default with respect to such Debt, the Event of Default under this Section 11.1(f)
shall be automatically cured;(g) Any judgment or order for the payment of money is entered against an Obligor in an
amount that exceeds, individually or cumulatively with all unsatisfied judgments or orders
against all Obligors, $2,500,000 (net of any insurance coverage therefor acknowledged in
writing by the insurer), and shall remain unsatisfied or unstayed for a period of 30 days;(h) A loss, theft, damage or destruction occurs with respect to any Collateral if the
amount not covered by insurance exceeds $1,000,000;(i) An Obligor is enjoined, restrained or in any way prevented by any Governmental
Authority from conducting any material part of its business (in the case of non-U.S.
Obligors, for more than 5 consecutive days), an Obligor suffers the loss, revocation or
termination of any material license, permit, lease or agreement necessary for its business;
there is a cessation of any material part of an Obligors business for a material period of
time; any material Collateral or Property of an Obligor is taken or impaired through
condemnation which taking or impairment could reasonably be expected to have a Material
Adverse Effect; an Obligor agrees to or commences any liquidation, dissolution or winding up
of its affairs except in connection with a merger or consolidation that is permitted
hereunder; or an Obligor is not Solvent;
  77




---



##### 



(j) An Insolvency Proceeding is commenced by an Obligor; an Obligor is, or is deemed
for the purposes of any Applicable Law to be, unable to pay its Debts as they fall due or
insolvent; an Obligor admits its inability to pay its Debts as they fall due; an Obligor
suspends making payments on any of its Debts or announces on intention to do so; an Obligor,
by reason by actual or anticipated financial difficulties, begins negotiations with any
creditor for any rescheduling or restructuring of any of its Debt; in relation to an
Obligor, the value of its assets is less than its liabilities (taking into account
contingent and prospective liabilities); in relation to an Obligor, any of its Debts is
subject to a moratorium; an Obligor makes an offer of settlement, extension or composition
to its unsecured creditors generally; a trustee is appointed to take possession
of any substantial Property of or to operate any of the business of an Obligor; or an
Insolvency Proceeding is commenced against an Obligor and: the Obligor consents to
institution of the proceeding, the petition commencing the proceeding is not timely
contested by the Obligor, the petition is not dismissed within 30 days after filing, or an
order for relief is entered in the proceeding;(k) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan that has
resulted or could reasonably be expected to result in liability of an Obligor to a Pension
Plan, Multiemployer Plan or PBGC, or that constitutes grounds for appointment of a trustee
for or termination by the PBGC of any Pension Plan or Multiemployer Plan; an Obligor or
ERISA Affiliate fails to pay when due any installment payment with respect to its withdrawal
liability under Section 4201 of ERISA under a Multiemployer Plan; or any event similar to
the foregoing occurs or exists with respect to a Foreign Plan;(l) An Obligor or any of its Senior Officers is criminally indicted or convicted for
(i) a felony committed in the conduct of the Obligors business, or (ii) violating any state
or federal law (including the Controlled Substances Act, Money Laundering Control Act of
1986 and Illegal Exportation of War Materials Act) that could reasonably be expected to lead
to forfeiture of any material portion of the Collateral;(m) A Change of Control occurs; or(n) Borrower fails to promptly notify Agent if any event occurs or condition exists
that has a Material Adverse Effect (other than a Material Adverse Effect caused by general
economic terms and conditions).
  78




---



##### 



Remedies upon Default Section 11.1(j)
   Article VI
  License
  79




---



##### 



Setoff
 Remedies Cumulative; No Waiver
 Cumulative Rights
 Waivers
  80




---



##### 



ARTICLE XII
 GUARANTY
 Guaranty
 Guaranty of the Obligations Guaranteed Obligations
 Limitation of Liability
 Bankruptcy Law
  Payment by Guarantors
  81




---



##### 



Liability of Guarantors Absolute
       82




---



##### 



83




---



##### 



Waivers by Guarantors Section 12.1.4
   84




---



##### 



Guarantors Rights of Subrogation, Contribution, Etc
  85




---



##### 



Subordination of Other Obligations Obligee Guarantor
 Continuing Guaranty
 Authority of Guarantors or the Borrower
 Financial Condition of the Borrower
 Bankruptcy, Etc.
   86




---



##### 



Section 12.1.11(a)
  ARTICLE XIII
 AGENT
 Appointment, Authority and Duties of Agent
 Appointment and Authority
  87




---



##### 



Duties
 Agent Professionals
 Instructions of Required Lenders Section 13.6 Section 15.1.1
  88




---



##### 



Agreements Regarding Collateral and Field Examination Reports
 Lien Releases; Care of Collateral
 Possession of Collateral
 Reports Report
 Reliance By Agent
  89




---



##### 



Action Upon Default
 Ratable Sharing Section 5.6.1 Section 5.6.1
 Indemnification of Agent Indemnitees EACH LENDER SHALL INDEMNIFY AND HOLD HARMLESS AGENT INDEMNITEES, TO THE EXTENT NOT
REIMBURSED BY OBLIGORS (BUT WITHOUT LIMITING THE INDEMNIFICATION OBLIGATIONS OF OBLIGORS UNDER ANY
LOAN DOCUMENTS), ON A PRO RATA BASIS, AGAINST ALL CLAIMS THAT MAY BE INCURRED BY OR ASSERTED
AGAINST ANY AGENT INDEMNITEE, PROVIDED THE CLAIM RELATES TO OR ARISES FROM AN AGENT INDEMNITEE
ACTING AS OR FOR AGENT (IN ITS CAPACITY AS AGENT)
 Limitation on Responsibilities of Agent .
  90




---



##### 



Successor Agent and Co-Agents
 Resignation; Successor Agent Sections 13.6 15.2 Article XII
 Separate Collateral Agent
  91




---



##### 



Due Diligence and Non-Reliance
 Replacement of Certain Lenders
 Remittance of Payments and Collections
 Remittances Generally
  92




---



##### 



Failure to Pay Section 4.2
 Recovery of Payments on demand
 Agent in its Individual Capacity
 Agent Titles
 No Third Party Beneficiaries Article XIII
  93




---



##### 



Article XIII
 ARTICLE XIV
 BENEFIT OF AGREEMENT; ASSIGNMENTS AND PARTICIPATIONS
 Successors and Assigns Section 14.3 Section 14.3
 Participations
 Permitted Participants; Effect Participant
 Voting Rights
 Benefit of Set-Off
  94




---



##### 



Section 14.5
 Assignments
 Permitted Assignments provided however
 Effect; Effective Date Exhibit
C Section 14.3 Section 5.10
 ARTICLE XV
 MISCELLANEOUS
 Consents, Amendments and Waivers
 Amendment
  95




---



##### 



provided however Section
2.2
  Section 2.3
  Section 4.2 Section 5.6 7.1 15.1.1
 Limitations
 Payment for Consents
 Indemnity EACH OBLIGOR SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNITEES AGAINST ANY CLAIMS THAT MAY
BE INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE, INCLUDING CLAIMS ARISING FROM THE NEGLIGENCE OF
AN INDEMNITEE
  96




---



##### 



Notices and Communications
 Notice Address Section 4.1.4 Section 15.3 Section 2.1.4 2.3 3.1.2 4.1.1 5.3.3
 Electronic Communications; Voice Mail Section
10.1.2 Section 4.1.4
 Non-Conforming Communications Section 15.2.
 Performance of Borrowers Obligations
  97




---



##### 



on demand
 Credit Inquiries
 Severability
 Cumulative Effect; Conflict of Terms
 Counterparts
 Entire Agreement
 Relationship with Lenders
  98




---



##### 



No Advisory or Fiduciary Responsibility
 Confidentiality provided however
  99




---



##### 



Information
 GOVERNING LAW THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, UNLESS OTHERWISE SPECIFIED, SHALL BE GOVERNED
BY THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES
(BUT GIVING EFFECT TO FEDERAL LAWS RELATING TO NATIONAL BANKS)
 Consent to Forum; Arbitration
 Forum EACH OBLIGOR HEREBY CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE
COURT SITTING IN OR WITH JURISDICTION OVER LOS ANGELES COUNTY, CALIFORNIA, IN ANY PROCEEDING OR
DISPUTE RELATING IN ANY WAY TO ANY LOAN DOCUMENTS, AND AGREES THAT ANY SUCH PROCEEDING SHALL BE
BROUGHT BY IT SOLELY IN ANY SUCH COURT. EACH OBLIGOR IRREVOCABLY WAIVES ALL CLAIMS, OBJECTIONS AND
DEFENSES THAT IT MAY HAVE REGARDING SUCH COURTS PERSONAL OR SUBJECT MATTER JURISDICTION, VENUE OR
INCONVENIENT FORUM. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER
PROVIDED FOR NOTICES IN SECTION 15.3.1
 Arbitration
  100




---



##### 



Waivers by Obligors To the fullest extent permitted by Applicable Law, each Obligor waives (a) the right to
trial by jury (which Agent and each Lender hereby also waives) in any proceeding or dispute of any
kind relating in any way to any Loan Documents, Obligations or Collateral; (b) presentment, demand,
protest, notice of presentment, default, non-payment, maturity, release, compromise, settlement,
extension or renewal of any commercial paper, accounts, documents, instruments, chattel paper and
guaranties at any
time held by Agent on which an Obligor may in any way be liable, and hereby ratifies anything
Agent may do in this regard; (c) notice prior to taking possession or control of any Collateral;
(d) any bond or security that might be required by a court prior to allowing Agent to exercise any
rights or remedies; (e) the benefit of all valuation,
  101




---



##### 



appraisement and exemption laws; (f) any
claim against Agent or any Lender, on any theory of liability, for special, indirect,
consequential, exemplary or punitive damages (as opposed to direct or actual damages) in any way
relating to any Enforcement Action, Obligations, Loan Documents or transactions relating thereto;
and (g) notice of acceptance hereof
 Patriot Act Notice
 Judgment Currency
 Original Currency Other Currency
    102




---



##### 



IN WITNESS WHEREOF,
 BORROWER:The Common Seal of TRIDENT
        MICROSYSTEMS
(HONG KONG) LIMITED 
        was affixed to this
Deed in the presence of:/s/ Pete J. ManganDirectorWitnessed by:Signature:
    
    /s/ David L. TeichmannName:
    
    David L. TeichmannAddress:
    
    1170 Kifer Road
Sunnyvale, CA 94086Address for Notices: 1170 Kifer Road
Sunnyvale, CA 94086




---



##### 



GUARANTORS:Executed as a Deed by 

        TRIDENT MICROSYSTEMS (FAR EAST) LTD.By:
    
    /s/ Pete J. ManganTitle: Pete J. Mangan, DirectorAddress: 1170 Kifer Road
Sunnyvale, CA 94086Attn: Legal DepartmentTelecopy: +1 (408) 991-9309In the presence of:/s/ David
L. TeichmannWitness Name: David
L. TeichmannWitness Occupation:
AttorneyWitness Address: 1170 Kifer Road
Sunnyvale, CA 94086
  Trident
2011 Loan Agreement




---



##### 



TRIDENT MICROSYSTEMS, INC.By:
    
    /s/ Pete J. ManganName Pete J. ManganTitle: EVP and CFOAddress: 1170 Kifer Road 
Sunnyvale, CA 94086Attn: Legal DepartmentTelecopy: +1 (408) 991-9309
  Trident
2011 Loan Agreement




---



##### 



AGENT AND LENDERS:BANK OF AMERICA, N.A. (ACTING THROUGH 
        ITS
SINGAPORE BRANCH),
        as Agent and LenderBy:
    
    /s/ David KnoblauchName: David KnoblauchTitle:  SVPAddress:
55 South Lake Avenue, Suite 900
Pasadena, CA 91101
Attn: Portfolio Manager
Telecopy: 626-584-4600
  Trident
2011 Loan Agreement




---



##### 



COMMITMENTS OF LENDERS
 Lender
    
    CommitmentBank of America, N.A.
    
    $40,000,000TOTAL:
    
    $40,000,000




---



##### 



REVOLVER NOTE
 [Date]
    
    $
    
    Pasadena, California
 TRIDENT MICROSYSTEMS (HONG KONG) LIMITED , Borrower   Lender    Loan Agreement




---



##### 



IN WITNESS WHEREOF
 Attest:Secretary
    
    ByTitle:[Seal]Attest:Secretary
    
    ByTitle:[Seal]Attest:Secretary
    
    ByTitle:[Seal]
 - 2 -




---



##### 



ASSIGNMENT AND ACCEPTANCE
 Loan Agreement Borrower BANK OF AMERICA, N.A. Agent Lenders     Assignor     Assignee
 Assigned Interest Effective Date
 [Assignor is attaching the Note[s] held by it and requests that Agent exchange
such Note[s] for new Notes payable to Assignee [and Assignor].]




---



##### 



(a)
    
    If to Assignee, to the following address (or to such other
address as Assignee may designate from time to time):(b)
    
    If to Assignor, to the following address (or to such other
address as Assignor may designate from time to time):
   
 
 
 
 
 
  
 
 
 
 
 - 2 -




---



##### 



IN WITNESS WHEREOF
 (Assignee)ByTitle:(Assignor)ByTitle:
 - 3 -




---



##### 



ASSIGNMENT NOTICE
 Loan Agreement Borrower BANK OF AMERICA, N.A. Agent Lenders  Assignment Agreement    Assignor   Assignee
 Assigned Interest Effective Date
 
  
 
 
 
  Section 14.3
 4




---



##### 



IN WITNESS WHEREOF
 (Assignee)ByTitle:(Assignor)ByTitle:
 
 BORROWER
 ByTitle:
 
  BANK OF AMERICA, N.A.
 By
    
    Title:
 5




---



##### 



LONG-TERM INVESTMENT POLICY
  6




---



##### 



Trident Microsystems, Inc.  Investment Policy
Approved: April 21, 2010
 Purpose
  Definitions
  Objectives
  A.
    
    Preservation of capital.B.
    
    Ensuring that sufficient liquidity is available to meet the companys operating and
strategic requirements.C.
    
    Achieving appropriate yields on invested cash consistent with this policy and market
conditions.
 Maximum Maturity
 average maturity
 Liquidity Needs
  Types and Characteristics of Assets Approved for Investment
 A.
    
    Securities and/or obligations issued by or guaranteed by the U.S. Government and U.S.
Federal Agencies.




---



##### 



B.
    
    Time Deposits, Certificates of Deposit and Bankers Acceptances including Eurodollar
denominated and Yankee issues. Investments must be rated by at least
two of the three following rating services: S&P, Moodys, and/or Fitch, and carry a minimum
short-term rating of A1, P1, and/or F1, respectively.C.
    
    Corporate securities issued by foreign or domestic corporations which pay in U.S.
Dollars. Commercial Paper and Corporate Notes must be rated by at least two of the three
following rating services: S&P, Moodys, and/or Fitch. Commercial Paper must carry a
minimum short-term rating of A1, P1, and/or F1. Corporate Notes must have a minimum
long-term rating of: A, A2, and/or A, respectively.D.
    
    Taxable or Tax-Exempt Municipal Obligations, including Pre-Refunded Municipals  All
municipal obligations must be rated by at least two of the three following rating
services: S&P, Moodys, or Fitch and carry a minimum short-term rating of SP1or A1,
MIGI/VMIGI or P1, and/or F1, respectively, or a long-term rating of AA-, Aa3, and/or AA-,
respectively. There are no required minimum rating requirements for Pre-Refunded
Municipal Obligations 100% escrowed in US Treasuries or US Government Agencies.E.
    
    Certificates of Deposit (CDs) that are issued by FDIC-insured institutions, without
regard to the instruments credit rating, if any. Total assets invested in CDs issued by
any one FDIC-insured institution will not exceed the FDIC coverage limit.** Trident will list for benefit of Manager the current banking relationships so not to
exceed FDIC limit of $250,000 per name.F.
    
    Money Market Funds must be qualified under SEC Rule 2a-7 and seek to maintain a Net
Asset Value of one U.S. dollar. Further, Money Market Funds must have assets under
management of at least $3 billion.
 Concentration Limits
  A.
    
    U.S. Treasury Securities and Money Market Funds strictly invested in U.S. Treasuries:
No concentration limit.B.
    
    Obligations of U.S. Federal Agencies: No more than 10% from any one issuer.C.
    
    Money Market Funds (excluding U.S. Treasury Funds): No more than 30% in any single
fund.D.
    
    CDs Issued by FDIC-insured Institutions: No more than 10% with any one issuer, and
never to exceed the FDIC coverage limit at that institution.E.
    
    For all other approved investments, no more than 5% or $1 million, whichever is
greater, will be invested in any one issuer.




---



##### 



Responsibilities of The Manager
 A.
    
    Adherence to Tridents Investment Policy
 1.
    
    The Manager is expected to respect and observe the specific
limitations, guidelines, attitudes, and philosophies stated herein or as expressed
in any written amendments or instructions.2.
    
    The Manager will sign-off on this policy, and in so doing is
affirming that it is capable of managing the portfolio in accordance with the
investment guidelines and limitations stated herein.
 B.
    
    Discretionary Authority
 1.
    
    The Manager will be responsible for making all investment decisions
on a discretionary basis regarding all assets placed under its jurisdiction. Such
discretion includes decisions to buy, hold and sell securities (including cash
equivalents) in amounts and proportions that are reflective of The Managers
current investment strategy and compatible with investment guidelines.
 C.
    
    Communication
 1.
    
    The Manager is expected to keep Trident Microsystems informed on an
ongoing basis of major changes in its investment outlook, investment strategy,
asset allocation, and other matters affecting its investment policies or
philosophy.2.
    
    The Manager is expected to communicate suggested changes to these
guidelines as appropriate to market conditions and to communicate its ongoing
investment views and recommendations with Trident.
 D.
    
    Reporting
 1.
    
    The Manager will provide detailed statements monthly, showing
positions as of a portfolio date, securities bought and sold since the last
report, and other parameters and metrics to allow Trident to test adherence to
this policy.
 E.
    
    Compliance with Appropriate Legislation
 1.
    
    The Manager is expected to be registered under the Investment
Advisory Act of 1940.2.
    
    The Manager is expected to provide a SAS 70 Type II document
annually.




---



##### 



F.
    
    Trading
 1.
    
    The Manager is expected to seek best execution for all purchases and
sales in accordance with applicable law and regulation. All securities purchased
will be in the name of the account or the nominee name of the custodian bank.
 G.
    
    Evaluation and Review
 1.
    
    Evaluation criteria:
 i.
    
    Consistency of approach  having a visible
philosophy and adhering to a stated investment strategy.ii.
    
    Adherence to risk tolerance and investment
guidelines.iii.
    
    Performance relative to the appropriate
benchmarks.
 2.
    
    Meetings.
 i.
    
    Quarterly discussions will be held to review
current portfolio structure, asset allocation policy, and investment
results in context of Tridents goals and this Policy.
 3.
    
    If any aspect of this Policy proves problematic or if investment
performance could be prudently improved through amendment of this policy, Manager
is expected to provide recommendations for amendment or alteration in writing.
 Approved By:
 Trident Microsystems
 Date:Investment ManagerDate: