[***] DENOTES CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT Dated 31 August 2010 NUMONYX B.V. as Chargor and DBS BANK LTD. as Original Lender GUARANTEE, CHARGE AND DEPOSIT DOCUMENT

Numonyx B.V., a company incorporated under the laws of The Netherlands, as chargor (the "Chargor"); and

DBS Bank Ltd. (the "Original Lender").

By a US$250,000,000 facility agreement dated 24 August 2006 (the "Facility Agreement") made between (1) Hynix-ST Semiconductor Inc (the "Borrower"), as borrower, (2) DBS Bank Ltd., as arranger, (3) the Original Lender, as original lender, (4) DBS Bank Ltd. (the “Agent”), as agent and (5) DBS Bank Ltd., as security agent, the Original Lender has agreed to make available to the Borrower a term loan facility of US$250,000,000 (the “Facility”) upon the terms and subject to the conditions of the Facility Agreement.

As one of the conditions for the grant of the Facility, STMicroelectronics N.V. (“STMicroelectronics”) had entered into a Guarantee, Charge and Deposit Document dated 21 September 2006 (the “STMicroelectronics GCDD”) with the Original Lender.

Pursuant to a Master Agreement dated 8 February 2010 (the “Master Agreement”) made between the Chargor, STMicroelectronics and the Original Lender, the Chargor and the Original Lender have agreed to enter into this Deed.

The Chargor has (after giving due consideration to the terms and conditions of the Facility Agreement and satisfying itself that there are reasonable grounds for believing that the execution by it of this Deed will benefit it) decided in good faith and for the purposes of its business to enter into this Deed.

This Deed provides security for the Borrower’s obligations under the Facility Agreement.

all present and future moneys, debts and liabilities (including the Guaranteed Liabilities) due, owing or incurred by the Borrower and/or the Chargor to the Original Lender under or in connection with the Facility Agreement and/or this Deed (in each case, whether alone or jointly, or jointly and severally, with any other person, whether actually or contingently and whether as principal, surety or otherwise); and

all amounts owing by STMicroelectronics to the Original Lender under Clause 7.4 (Chargor’s Option) of the STMicroelectronics GCDD or, as the case may be, the Amended and Restated STMicroelectronics GCDD, following the delivery of an Election Notice made by STMicroelectronics under that Clause.

on the Borrower’s ability to continue to proceed with the Project;

on the ability of the Borrower to perform and comply with its respective obligations under any Finance Document;

on the ability of the Chargor to perform and comply with its respective obligations under this Deed;

that would cause the repudiation of the Borrower’s obligation under any Finance Documents to which it is a party;

that would cause the repudiation of the Chargor’s obligation under this Deed;

on the validity, legality, binding effect or enforceability of any Finance Document; or

on the validity, legality, binding effect or enforceability of this Deed,

 

(a)

this "Deed", the “Facility Agreement” or any other agreement or instrument includes this Deed, the Facility Agreement or other agreement or instrument as from time to time amended, supplemented, novated, restated or replaced and any document which amends, supplements, novates, restates or replaces this Deed, the Facility Agreement or other agreement or instrument, provided however that any such amendment, supplement, novation, restatement or replacement has been previously approved by the Chargor in writing;

 

(b)

the “Borrower”, the "Chargor", the "Original Lender" or either "Party" shall be construed so as to include its successors in title, permitted assigns, personal representatives and permitted transferees; and

 

(c)

any "obligation" of any person under this Deed or any other agreement or document shall be construed as a reference to an obligation expressed to be assumed by or imposed on it under this Deed or, as the case may be, that other agreement or document (and "due", "owing", "payable" and "receivable" shall be similarly construed).

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

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

guarantees to the Original Lender punctual payment by the Borrower of all the Guaranteed Liabilities;

undertakes with the Original Lender that whenever the Borrower does not pay any amount when due under or in connection with any Guaranteed Liability, the Chargor shall immediately on demand pay that amount as if it was the principal obligor; and

indemnifies the Original Lender immediately on demand against any cost, loss or liability suffered by it if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal.  The amount of the cost, loss or liability shall be equal to the amount which the Original Lender would otherwise have been entitled to recover,

to perfect or protect the Charges or the priority of the Charges; or

to facilitate the realisation of the Charged Assets or the exercise of any rights vested in the Original Lender or any Delegate,

The Chargor shall, in accordance with the provisions of this Deed and the Master Agreement, place with the Original Lender the Deposits in US Dollars to be held by the Original Lender on the terms and subject to the conditions of this Deed.

As soon as practicable following the making by the Chargor of a Deposit with the Original Lender for credit to the Account, the Chargor shall deliver to the Original Lender a certified copy of a MT 103 from its remitting bank evidencing the payment of that Deposit.

Subject to compliance by the Borrower with all its payment obligations under the Finance Documents and the compliance by the Chargor with all its obligations under this Deed, the Original Lender shall procure that the Account Bank shall pay to the Chargor interest on each Deposit for the period for which such Deposit is placed by reference to successive Deposit Periods at the Deposit Rate on that Deposit and otherwise in accordance with this Clause 4.7. Each Deposit Period for the purposes of calculating interest on each Deposit shall be of six Months duration, provided that:

the first Deposit Period for each Deposit shall commence on the Deposit Date of that Deposit and end on the next Interest Payment Date;

each Deposit Period after the first such Deposit Period shall start on the last day of the preceding Deposit Period; and

a Deposit Period shall not extend beyond a Repayment Date or the Termination Date.

Any interest accruing on a Deposit during each Deposit Period (the “Deposit Interest”) shall not form any part of that Deposit, and shall be paid to the Interest Account or (if so requested by the Chargor) in accordance with paragraph (b) of Clause 16.2 (Payments) within two Business Days after the later of (i) the last day of such Deposit Period and (ii) the date falling after the last day of such Deposit Period on which the Original Lender has actually received the interest payable under the Facility Agreement with respect to the Loans  (the “Loan Interest”) on the last day of such Interest Period having the same last day as such Deposit Period, toge ther with such amount of interest, if any, payable by the Account Bank on such Deposit Interest as determined pursuant to paragraph (c) below but less any amount of interest payable by the Chargor to the Account Bank as determined in accordance with paragraph (d) below.

If, in respect of the Deposit Interest accruing on a Deposit for any Deposit Period, the Original Lender has actually received from the Borrower the Loan Interest accruing for the Interest Period having the same last day as such Deposit Period, the Original Lender shall procure that the Account Bank shall pay to the Chargor interest on such Deposit Interest accruing for such Deposit Period under paragraph (a) above from the day that the Original Lender actually receives the Loan Interest until the day such Deposit Interest is paid to the Interest Account or (as the case may be) to the Chargor in accordance with paragraph (b) above, by reference to successive "overnight" periods beginning on one Business Day and ending on the next. The rate of interest for a particular "overnight" period shall be the rate per annum equal to the rate quoted by the Accou nt Bank as the rate at which it is offering "overnight" deposits in US Dollars for that period in an amount comparable to such Deposit Interest.

If, in respect of the Deposit Interest accruing on a Deposit for any Deposit Period, the Original Lender does not actually receive from the Borrower the Loan Interest accruing for the Interest Period having the same last day as such Deposit Period on the last day of such Interest Period, the Chargor shall pay to the Account Bank interest on such amount of Loan Interest from the day such Loan Interest falls due until the earlier of (i) the day on which the Borrower actually pays, and the Original Lender actually receives, the same and (ii) the date on which the Chargor pays the Payoff Amount in full, at such rate at which the Original Lender extends overdraft facilities.

For the avoidance of doubt, the Account Bank shall not be obliged to pay any Deposit Interest in respect of any Deposit Period if the Original Lender has not actually received the Loan Interest accruing for the Interest Period having the same last day as such Deposit Period.

Without prejudice to the Original Lender's rights with respect thereto, the Original Lender agrees that so long as no Default has occurred and is continuing, the Chargor may withdraw any amount from the Interest Account.

The Original Lender shall procure that interest shall accrue on any amounts deposited or maintained in the Interest Account from day to day and shall be calculated by reference to successive deposit periods relating thereto, each such deposit period to be of one month’s duration or such other duration as the Account Bank and the Chargor may from time to time agree. The rate of interest applicable to an amount deposited in the Interest Account during a deposit period relating thereto shall be the rate per annum equal to the rate at which the Account Bank generally offers to take deposits of the relevant currency and amount and for a period equal to such deposit period from corporate customers in Singapore at 12:00 p.m. (Singapore time) two Business Days’ prior to the start of such deposit period. Any interest accruing on an amount so deposi ted in the Interest Account shall be credited to the Interest Account.

If, at any time, the aggregate of the amounts standing to the credit of the Account and the STMicroelectronics Account exceeds the aggregate amount of the outstanding Loans under the Facility Agreement at such time, the Original Lender is irrevocably authorised by the Chargor to transfer, and shall transfer, an amount up to such excess amount (the “Excess Amount”):

in the event and to the extent that the Excess Amount arises from a Deposit by the Chargor, from:

first, the STMicroelectronics Account for payment into the STMicroelectronics Interest Account; and

second, the Account for payment into the Interest Account; and

in the event and to the extent that the Excess Amount arises from a repayment of any amount of the Loans under the Facility Agreement by the Borrower or in any other case, from:

the STMicroelectronics Account, STMicroelectronics’ Pro Rata Share of the Excess Amount for payment into the STMicroelectronics Interest Account; and

the Account, Numonyx’s Pro Rata Share of the Excess Amount for payment into the Interest Account,

In the event that the Borrower does not make payment of any part of the Guaranteed Liabilities by the time, on the date and otherwise in the manner specified in the Facility Agreement (whether on the normal due date, on acceleration or otherwise), the Chargor hereby irrevocably authorises the Original Lender to instruct the Account Bank to terminate the placement of all or part of any Deposit in an amount not exceeding such part of the Guaranteed Liabilities by giving three Business Days’ notice in writing to the Account Bank and the Chargor. Upon the termination of the placement of all or such part of a Deposit, no further interest will accrue thereon on and from the date of such termination.

The Chargor hereby irrevocably authorises the Original Lender to instruct the Account Bank, by giving one Business Day’s notice in writing to the Account Bank and the Chargor, to terminate the placement of all or part of any Deposit in an aggregate amount equivalent to the amount of the Original Lender's participation in all or part of any Loan assigned or transferred (by novation or otherwise) to a New Lender pursuant to Clause 20 (Changes to the Lenders) of the Facility Agreement. The Chargor irrevocably authorises the Original Lender to transfer all or such part of any Deposit to that New Lender and the Chargor shall execute an agreement substantially similar to this Deed to create Security over its rights, title and interest in the amount so transferred and placed with that New Lender in favour of that New Lender, and shall execute all other documents and take all other action as may be reasonably required by the Original Lender for the purposes of perfecting such Security. The Original Lender shall procure that the New Lender will assume the same obligations under this Deed, the STMicroelectronics GCDD, the DBS Instruction Letter, the Amended and Restated STMicroelectronics GCDD, the Master Agreement and any other documents entered into in connection with or pursuant to such agreement as it would have been if it was the Original Lender.

The Chargor shall promptly:

obtain, comply with and do all that is necessary to maintain in full force and effect; and

supply certified copies to the Original Lender of,

The Chargor shall promptly make the registrations specified (if any) at the end of Clause 6.5 (Validity and Admissibility in Evidence).

maintain the Account with the Account Bank; and

operate the Account in accordance and in a manner consistent with this Deed.

The Chargor shall supply (or cause to be supplied) to the Original Lender all documents dispatched by the Borrower to its shareholders (or any class of them) or the creditors of the Borrower generally at the same time as they are dispatched.

Paragraph (a) above shall not apply if the Chargor is not (directly or indirectly) a shareholder of the Borrower.

It is a corporation, duly incorporated and validly existing under the law of its jurisdiction of incorporation.

It has the power to own its assets and carry on its business as it is being conducted.

limitations on enforceability caused by bankruptcy, insolvency, liquidation, reorganisation and other similar laws of general application affecting the rights of creditors and applicable general principles of equity; and

in the case of this Deed, the requirements specified (if any) at the end of Clause 6.5 (Validity and admissibility in evidence).

any law or regulation applicable to it;

its constitutional documents; or

any agreement or instrument binding upon it or any of its assets,

 

(a)

to enable it lawfully to enter into, exercise its rights and comply with its obligations in this Deed;

 

(b)

to make this Deed admissible in evidence in its jurisdiction of incorporation; and

 

(c)

to enable it to create the Security to be created by it pursuant to this Deed and to ensure that such Security has the priority and ranking it is expressed to have,

The choice of Singapore law as the governing law of this Deed will be recognised and enforced in its jurisdiction of incorporation.

Subject to any qualifications which are specifically referred to in any legal opinion delivered pursuant to Clause 2.1 (Deliveries to the Original Lender) of the Master Agreement, any judgment obtained in Singapore in relation to this Deed will be recognised and enforced in its jurisdiction of incorporation.

Any factual information provided by or on behalf of the Chargor in relation to this Deed was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.

Nothing has occurred or been omitted from the factual information referred to in paragraph (a) above and no information has been given or withheld that results in that information being untrue or misleading in any material respect.

Subject to the requirements specified at the end of Clause 6.5 (Validity and admissibility in evidence), this Deed creates (or, once entered into, will create) in favour of the Original Lender the Security which it is expressed to create fully perfected and with the ranking and priority it is expressed to have.

Without limiting paragraph (a) above, its payment obligations under this Deed rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

Subject to there being, in the reasonable opinion of the Original Lender, no breach of any provision of this Deed by the Chargor (including without limitation, that the representations and warranties set out in Clause 6 are and will remain true and correct in all respects when made or deemed repeated) and subject to the terms of the Master Agreement, prior to the Original Lender exercising any remedy under Clause 7.3 (Enforceability of Security) or Clause 8 (Original Lender’s Rights), the Original Lender shall deliver a notice in writing (the “Default Notice”) to the Chargor offering the Chargor the right to purchase any and all claims that the Original Lender may ha ve against the Borrower under or in relation to the Finance Documents (the “Credit Claims”) for the Payoff Amount (as defined below). For the avoidance of doubt, any breach by STMicroelectronics of any provision of the STMicroelectronics GCDD or, as the case may be, the Amended and Restated STMicroelectronics GCDD, shall not be construed as a breach by the Chargor of any provision of this Deed.

Notwithstanding paragraph (a) above, the Original Lender may at its sole discretion, from time to time following the occurrence of an Event of Default under the Facility Agreement, deliver a Default Notice to the Chargor.

On or before the expiry of the period of five Business Days from its receipt of a Default Notice (the “Election Period”), the Chargor may notify the Original Lender in writing (the “Election Notice”) of its election to purchase the Credit Claims for an amount equal to the outstanding payment obligations of the Borrower due or owing to the Original Lender (including accrued interest, indemnity amounts, default interest and fees) under the Finance Documents up to and including the date on which the payment is received by the Original Lender (the “Payoff Amount”). If the Chargor fails to deliver an Election Notice within the Election Period, the Chargor shall be deemed not to have exercised its election and the Original Lender shall be entitled to exercise any remedies it may have under or pursuant to this Deed.

The Chargor hereby irrevocably authorises the Original Lender to apply any and all sums in the Account towards the payment of the Payoff Amount in the event that the Chargor issues the Election Notice to the Original Lender.

Upon receipt by the Original Lender of an Election Notice and the Payoff Amount, at the Chargor’s option, the Original Lender shall (i) assign to the Chargor, without recourse, representation or warranty of any kind, all of the Original Lender’s right, title and interest in and to the Finance Documents and all Credit Claims and/or (ii) duly complete a Transfer Certificate.

The Chargor’ rights under paragraph (e) above shall terminate if the Chargor shall fail to pay the Original Lender the Payoff Amount during the Election Period, whereupon the Original Lender shall be entitled to exercise any remedies it may have under or pursuant to this Deed.

[***]

Notwithstanding anything in this Clause 7.4, the Original Lender shall be entitled to exercise any remedies it may have under or pursuant this Deed for the purposes of complying with any applicable laws.

Subject to receipt by the Original Lender of the Payoff Amount, the Original Lender shall pay to the Chargor any amount so received by the Original Lender under the Finance Documents or otherwise in relation to the Loans (after payment of any expenses incurred by the Original Lender in its collection), provided however that if a payment of Deposit Interest in respect of a Deposit Period has been made under paragraph (b) of Clause 4.7 (Interest) by the Account Bank, the Original Lender shall not be obligated to make a payment under this Clause 7.4 in relation to the Loan Interest payable with respect to the Loans outstanding under the Facility Agreement on the last day of the Interest Period having the same last day as such Deposit Period.

All payment or deposits by the Original Lender to the Chargor under this Clause 7.4 shall be made to the account of the Chargor at the particulars set out below (or such other account as the Chargor may from time to time designate):

Where the Original Lender’s obligation to make a payment under this Clause 7.4 arises from receipt or recovery of an amount pursuant to the Finance Documents, the Original Lender shall make the payment in the currency and funds in which those monies were received or recovered and, if that currency is not the currency of the country where the designated account of the Chargor is located, the Original Lender shall notify the Chargor of that currency and make the payment in that currency to the account of the Chargor in the principal financial centre of the country of that currency specified by the Chargor.

All payments by the Original Lender under this Clause 7.4 shall be made net of any deduction or withholding required to be made from such payments by any law, regulation or practice. If any such deduction or withholding is made:

the Chargor shall bear the risk of such deduction or withholding and shall be deemed to have received the amount that it would have received if such deduction or withholding had not been made; and

the Original Lender shall, as soon as practicable upon the Chargor’s request, provide to the Chargor a certificate from the Singapore tax authority confirming its tax residence and provide evidence of the remittance of any such amount to the relevant governmental authority.

Where the obligation of the Original Lender to make a payment to the Chargor under this Clause 7.4 arises as a result of its having received an amount, the Original Lender is not obliged to make that payment until the Original Lender has established that it has actually received the appropriate amount.

If the Original Lender makes a payment to the Chargor and it proves to be the case that the Original Lender had not actually received all or part of the amount on which that payment was conditional or if the Original Lender is obligated by law to refund such amount, the Chargor shall forthwith on demand of the Original Lender refund the amount paid to the Chargor or the relevant portion of the amount together with interest on that amount from the date of payment to the date of refund, calculated at a rate reasonably determined by the Original Lender to reflect its costs of funds.

For the avoidance of doubt, paragraphs (g) to (n) above shall not apply unless the Chargor has delivered an Election Notice within the Election Period and made the payment of the Payoff Amount in accordance with paragraph (c) above.

The Original Lender shall, at the reasonable request of the Chargor, use reasonable endeavours to perfect or protect the Security created by or pursuant to, or made available pursuant to the Security Documents.

The Chargor shall indemnify the Original Lender for all losses, damages, costs, expenses and liabilities incurred by the Original Lender (including any cost or liability suffered for or on account of Tax) in connection with the steps taken by the Original Lender under this Clause 7.5.

The Original Lender is not obliged to take any steps under this Clause 7.5 if, in the opinion of the Original Lender (acting reasonably), to do so might be prejudicial to it.

The Chargor hereby irrevocably authorises the Original Lender to apply any and all sums in the Account towards the payment of the Payoff Amount (as defined in the Amended and Restated STMicroelectronics GCDD) on behalf of STMicroelectronics, in the event that STMicroelectronics issues the Election Notice (as defined in the Amended and Restated STMicroelectronics GCDD) to the Original Lender pursuant to Clause 7.4 (Chargor’s Option) of the Amended and Restated STMicroelectronics GCDD.

in or towards the payment of all costs, losses, liabilities and expenses of and incidental to the appointment of any Delegate and the exercise of any of his rights, including his remuneration and all outgoings paid by him;

in or towards the payment of the Liabilities in such order as the Original Lender thinks fit; and

in payment of any surplus to the Chargor or other person entitled to it.

to do anything which the Chargor is obliged to do (but has not done) under this Deed (including to execute charges over, transfers, conveyances, assignments and assurances of, and other instruments, notices, orders and directions relating to, the Charged Assets); and

to exercise any of the rights conferred on the Original Lender or any Delegate in relation to the Charged Assets or under this Deed or any laws or regulations.

The Chargor ratifies and confirms and agrees to ratify and confirm whatever any such attorney shall lawfully and properly do in the exercise or purported exercise of the power of attorney granted by it in Clause 11.1 (Appointment).

Any Delegate referred to in this Clause 11 may enjoy the benefit of or enforce the terms of this Clause in accordance with the provisions of the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore.

whether the rights conferred by or pursuant to this Deed are exercisable;

whether any consents, regulations, restrictions or directions relating to such rights have been obtained or complied with;

otherwise as to the propriety or regularity of acts purporting or intended to be in exercise of any such rights; or

as to the application of any money borrowed or raised.

the liability of the Chargor and the Charges and the Guarantee shall all continue as if the payment, discharge, avoidance or reduction had not occurred; and

the Original Lender shall be entitled to recover the value or amount of that Security or payment from the Chargor, as if the payment, discharge, avoidance or reduction had not occurred.

any time, waiver or consent granted to, or composition with, the Borrower or any other person;

the release of the Borrower, the Chargor (except to the extent that all or any part of the Charged Assets are released pursuant to this Deed), or any other person under the terms of any composition or arrangement with any creditor of the Borrower, the Chargor or any such person;

the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce any rights against, or Security over assets of, the Borrower or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any Security;

any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the Borrower or any other person;

any amendment (however fundamental) or replacement of a Finance Document or any other document, guarantee or Security;

any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document, guarantee or Security; or

any insolvency or similar proceedings.

refrain from applying or enforcing any other moneys, Security or rights held or received by the Original Lender (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and the Chargor shall not be entitled to the benefit of the same; and

hold in an interest-bearing suspense account any moneys received from the Chargor or on account of the Chargor's liability under this Deed.

to be indemnified by any person other than STMicroelectronics;

to claim any contribution from any person other than STMicroelectronics; and/or

to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Original Lender under the Finance Documents or of any guarantee or other Security taken pursuant to, or in connection with, the Finance Documents by the Original Lender unless the Payoff Amount has been paid in full to the Original Lender.

All payments by the Chargor under this Deed (including damages for its breach) shall be made in the Currency of Account and to such account, with such financial institution and in such other manner as the Original Lender may direct.

Other than payments made pursuant to Clause 4.7 (Interest) and unless otherwise stated to the contrary, any payments to be made by the Account Bank to the Chargor hereunder shall be made in US Dollars and in such funds as the Original Lender may determine as being customary for settlement of transactions in US Dollars to the Chargor's account at the particulars set out below (or such other account as the Chargor may from time to time designate):

the receipt by the Original Lender of notice (either actual or otherwise) of any subsequent Charge affecting the Charged Assets; or

any step is taken in relation to the Winding-up of the Chargor,

In this Deed:

Unless a contrary indication appears, in this Clause 17 a reference to "determines" or "determined" means a determination made in the absolute discretion of the person making the determination.

The Chargor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

The Chargor shall promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Original Lender accordingly. Similarly, the Original Lender shall notify the Chargor on becoming so aware in respect of a payment payable to it.

If a Tax Deduction is required by law to be made by the Chargor, the amount of the payment due from the Chargor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

If the Chargor is required to make a Tax Deduction, the Chargor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Chargor shall deliver to the Original Lender evidence reasonably satisfactory to the Original Lender that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

The Chargor shall (within three Business Days of demand by the Original Lender) pay to the Original Lender and any Delegate an amount equal to the loss, liability or cost which the Original Lender determines will be or has been (directly or indirectly) suffered for or on account of Tax by it in respect of this Deed.

Paragraph (a) above shall not apply:

with respect to any Tax assessed on the Original Lender:

under the law of the jurisdiction in which the Original Lender is incorporated or, if different, the jurisdiction (or jurisdictions) in which the Original Lender is treated as resident for tax purposes; or

under the law of the jurisdiction in which the Original Lender's office through which it is acting in connection with this Deed is located in respect of amounts received or receivable in that jurisdiction,

to the extent a loss liability or cost is compensated for by an increased payment under Clause 17.2 (Tax gross-up).

a Tax Credit is attributable to that Tax Payment; and

the Original Lender has obtained, utilised and retained that Tax Credit,

If any sum due from the Chargor under this Deed (a "Sum"), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the "First Currency") in which that Sum is payable into another currency (the "Second Currency") for the purpose of:

making or filing a claim or proof against the Chargor;

obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

The Chargor waives any right it may have in any jurisdiction to pay any amount under this Deed in a currency or currency unit other than that in which it is expressed to be payable.

constitute a separate and independent obligation from the other obligations in this Deed;

give rise to a separate and independent cause of action;

apply irrespective of any indulgence granted by the Original Lender;

continue in full force and effect despite any judgment, order, claim or proof for a liquidated amount in respect of any part of the Liabilities or the Guaranteed Liabilities or any other judgment or order; and

apply whether or not any claim under it relates to any matter disclosed by the Chargor or otherwise known to the Original Lender.

[***]

The Original Lender may assign and/or transfer all or any parts of its rights and/or obligations under or in respect of this Deed to any person from time to time and the Chargor agrees to execute all documents and take all action that may be required by the Original Lender in respect of any assignment or transfer, or proposed assignment or transfer. Any such assignee or transferee shall be and be treated as a party for all purposes of this Deed and shall be entitled to the full benefit of this Deed to the same extent as if it were an original party in respect of the rights or obligations assigned or transferred to it.

The Original Lender shall give to the Chargor not less than five days’ prior notice of an assignment or transfer of its rights or obligations under the Finance Documents.

to (or through) whom the Original Lender assigns or transfers (or may potentially assign or transfer) all or any of its rights and obligations under this Deed;

to (or through) whom the Original Lender enters into (or may potentially enter into) any sub-participation in relation to, or any other transaction under which payments are to be made by reference to, this Deed or the Chargor;

to whom, and to the extent that, information is required to be disclosed by any applicable law or regulation;

to whom the Original Lender is under a duty to disclose; or

who is a person, or who belongs to a class of persons, specified in the second column of the Third Schedule to the Banking Act,

Any communication or document made or delivered to the Chargor under or in connection with this Deed will only be effective:

if by way of fax, when received in legible form; or

if by way of letter, when it has been left at the relevant address or two Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address,

Any communication or document to be made or delivered to the Original Lender will be effective only when actually received by the Original Lender and then only if it is expressly marked for the attention of the department or officer identified with the Original Lender's signature below (or any substitute department or officer as the Original Lender shall specify for this purpose).

Any notice given under or in connection with this Deed must be in English.

All other documents provided under or in connection with this Deed must be:

in English; or

if not in English, and if so required by the Original Lender, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

irrevocably appoints Micron Semiconductor Asia Pte. Ltd. of 900 Bendemeer Road, MS 9-990, Singapore 339942 (Telephone no.: +65 6290-3355, Fax no.: 65 6290-3690, Attention to Jen Kwong Hwa, Managing Director, E-mail address: ***@***) as its agent for service of process in relation to any proceedings before the Singapore courts in connection with this Deed; and

agrees that failure by a process agent to notify the Chargor of the process will not invalidate the proceedings concerned.

DBS Bank Ltd. (the "Original Lender") and Numonyx B.V. (the "Chargor") give notice that, by a charge contained in a Guarantee, Charge and Deposit Document dated [•] between the Chargor and the Original Lender, the Chargor has charged in favour of the Original Lender, by way of first fixed charge, and assigned to the Original Lender (subject to a provision for re-assignment) all its present and future right, title and interest in and to the account with you specified below (the "Charged Account") including all moneys which may at any time be standing to the credit of or accrued or accruing on the Charged Account.< /div>

Accordingly, until you receive instructions from the Original Lender to the contrary:

all rights, powers and discretions of the Chargor in relation to the Charged Account shall be exercisable solely by the Original Lender;

no moneys may be released from the Charged Account without the prior written consent of the Original Lender; and

you should apply any amount standing to the credit of or accrued or accruing on the Charged Account as directed from time to time by the Original Lender.

You are hereby authorised by the Chargor to and pursuant to such authorisation you hereby agree to disclose to the Original Lender such information relating to the Charged Account as the Original Lender may from time to time request.

You agree that you do not have and will not claim or exercise any Security interest in, set-off, counterclaim or other rights in respect of, the Charged Account.

This authority and instruction is irrevocable without the prior written consent of the Original Lender.

(a)

irrevocably and unconditionally agree not to claim or exercise any security interest in, set-off, counterclaim or other rights in respect of the Charged Account; and

(b)

agree to pay interest on the moneys deposited in the Charged Account in accordance with Clause 4.7 (Interest) of the Guarantee, Charge and Deposit Document referred to in the Notice of Charge and Assignment or otherwise as agreed between yourselves and ourselves.

 

SIGNED, SEALED AND DELIVERED

by       Stephen Ho Chiming

as attorney for and on behalf of

in the presence of:

Signature of attorney

Signature of Witness

Name:  Soon Su Long

Address:

6 Shenton Way #38-00

DBS Building Tower One

Singapore 068809

Fax no.:

+65 6323 5410

Attention:

Mr Soon Su Long / Ms Vivien Lee / Ms Lynn Ng

Institutional Banking Group

Communications, Media and Technology

Address:

6 Shenton Way

DBS Building Tower Two

Level 34

Singapore 068809

Attention:

Mr Simon Tan / Mr Colin Chen

Structured Debt Solutions

Global Financial Markets

Address:

6 Shenton Way

DBS Building Tower Two

Level 34

Singapore 068809

Attention:

Ms Rebekah Chay/Mr Teo Kang Heng

Corporate Advisory

Global Financial Markets