Allen&Gledhill

ADVOCATES & SOLICITORS

Execution version

Dated                 2 5 SEP 2009

               TECH SEMICONDUCTOR SINGAPORE PTE. LTD.

as Borrower

and

            CITICORP INVESTMENT BANK (SINGAPORE) LIMITED

as Facility Agent

             AMENDMENT AGREEMENT

                          (being supplemental to the US$600,000,000 Facility Agreement

                                                                                                           dated 31 March 2008)

ALLEN & GLEDHILL LLP

ONE MARINA BOULEVARD #28-00 SINGAPORE 018989

TABLE OF CONTENTS

Contents		Page
1.	Definitions and Interpretation	1
2.	Incorporation	2
3.	Amendments to the Original Facility Agreement	2
4.	Effective Date	4
5.	Amendment Fee	4
6.	Representations	4
7.	Confirmation	5
8.	Expenses and Stamp Duty	5
9.	Counterparts	6
10.	Governing Law	6
11.	Jurisdiction	6
Schedule Conditions Precedent		7

                                                                                                                    -i- 

This Amendment Agreement is made on  25 SEP 2009 between:

(1)           TECH Semiconductor Singapore Pte. Ltd. (company registration number: 199102059C)

    (the "Borrower"), as borrower; and

(2)           Citicorp Investment Bank (Singapore) Limited (the "Facility Agent"), as facility agent,

and is supplemental to a US$600,000,000 Facility Agreement dated 31 March 2008 (the "Original

Facility Agreement") made between (1) the Borrower, as borrower, (2) ABN AMRO Bank N.V.,

Citibank, N.A., Singapore Branch/ Citigroup Global Markets Singapore Pte Ltd, DBS Bank Ltd and

Oversea-Chinese Banking Corporation Limited, together as original mandated lead arrangers, (3)

the Facility Agent, as facility agent, (4) ABN AMRO Bank N.V., Singapore Branch (the "Security

Trustee"), as security trustee, and (5) the Banks (as defined therein).

Whereas:

(A)         Pursuant to the Original Facility Agreement, the Banks agreed to grant to the Borrower a

term loan facility of up to US$600,000,000, upon the terms and subject to the conditions of

the Original Facility Agreement.

(B)         The Borrower has requested the Facility Agent, who has (upon the instructions of the

Instructing Group (as defined in the Original Facility Agreement)) agreed, on the terms and

subject to the conditions of this Amendment Agreement, to amend and supplement the

Original Facility Agreement in the manner set out in this Amendment Agreement.

It is agreed as follows:

1.          Definitions and Interpretation

1.1        Definitions

Unless otherwise defined or construed in this Amendment Agreement and except where

the context otherwise requires, all terms and references used in the Original Facility

Agreement shall have the same meaning and construction in this Amendment Agreement

and, in addition:

"Effective Date" has the meaning given to it in Clause 4.1 (Conditions Precedent).

"Party" means a party to this Amendment Agreement.

"Supplemental Deed" means the Supplemental Deed relating to the Micron Corporate

Guarantee, dated on or about the date of this Amendment Agreement and entered into

between Micron and the Security Trustee.

1.2       Headings

Unless otherwise stated, references to "Clauses" and the "Schedule" are to be construed

as references to the clauses of, and the schedule to, this Amendment Agreement.

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1.3           Third Party Rights

1.3.1        Other than the Finance Parties or as expressly provided to the contrary in this

Amendment Agreement, a person who is not a Party has no right under the

Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore to enforce or to

enjoy the benefit of any term of this Amendment Agreement.

1.3.2        Notwithstanding any terms of this Amendment Agreement, 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 Amendment Agreement.

2.          Incorporation

2.1          Preservation of the Original Facility Agreement

Except to the extent expressly amended by the provisions of this Amendment Agreement,

the terms and conditions of the Original Facility Agreement are hereby confirmed and shall

remain in full force and effect.

2.2           Agreement Supplemental

The Original Facility Agreement and this Amendment Agreement shall be read and

construed as one document and this Amendment Agreement shall be considered to be

part of the Original Facility Agreement and, without prejudice to the generality of the

foregoing, where the context so allows, references in the Original Facility Agreement to

"this Agreement", howsoever expressed, shall be read and construed as references to

the Original Facility Agreement as amended and supplemented by this Amendment

Agreement.

2.3          Designation as a Finance Document

Each Party acknowledges and agrees that each of this Amendment Agreement and the

Supplemental Deed is designated as a "Finance Document" within the meaning of that

expression in the Original Facility Agreement.

3.             Amendments to the Original Facility Agreement

The Parties agree that, with effect from the Effective Date, the Original Facility Agreement

shall be amended as follows:

3.1          by deleting Clause 17.1 (Financial Condition) of the Original Facility Agreement in its

entirety and substituting the same with the following new Clause 17.1 (Financial Condition):

"17.1       Financial Condition

The Borrower shall ensure that its financial condition shall be such that:

17.1.1    the ratio of its Net Debt to Equity, measured at the end of each quarter of

its financial years and as evidenced by its then unaudited quarterly

financial statements prepared in US dollars for that quarter, is:

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(a)          for each quarter ending on or before 3 December 2009, no more

   than 0.8:1;

(b)          for the quarter ending on 4 March 2010, no more than 0.75:1;

(c)          for the quarter ending on 3 June 2010, no more than 0.7:1;

(d)          for the quarter ending on 2 September 2010, no more than 0.6:1;

    and

(e)          for each quarter ending on or after 3 September 2010, no more

   than 0.5:1.

17.1.2      its Liquidity Ratio, measured at the end of each quarter of its financial

years and as evidenced by its then unaudited quarterly financial

statements prepared in US dollars for that quarter, is:

(a)          for each quarter ending on or before 3 September 2009, at least

   1.2:1;

(b)         for the quarter ending on 3 December 2009, at least 1.7:1;

(c)         for the quarter ending on 4 March 2010, at least 1.6:1;

(d)         for the quarter ending on 3 June 2010, at least 1.5:1; and

(e)         for each quarter ending on or after 4 June 2010, at least 1.4:1;

  and

17.1.3      its DSCR, measured at the end of each quarter of its financial years and

as evidenced by financial projections (prepared by the Borrower and

delivered to the Facility Agent pursuant to Clause 16.4 (Compliance

Certificates)), is:

(a)           for each quarter ending on or before 3 September 2009, at least

    1.1:1;

(b)           for each quarter thereafter ending on or before 2 September

    2010, at least 1.5:1; and

(c)           for each quarter ending on or after 3 September 2010, at least

1.4:1."; and

3.2           by deleting Clause 18.13.2 of the Original Facility Agreement in its entirety and substituting

the same with the following new Clause 18.13.2:

18.13.2                        If the conditions in Clause 2.4 of the Guarantee (as amended, varied,

novated or supplemented from time to time including, without limitation,

pursuant to the Supplemental Deed dated 25 September 2009 entered

into between Micron and the Security Agent), have been satisfied, the

Security Trustee shall at the cost and request of the Borrower, discharge

and release Micron from its obligations under the Micron Corporate

Guarantee (without prejudice to accrued obligations) provided that on or

prior to such release and discharge by the Security Trustee, each of the

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     Micron Security Documents and the Security created pursuant thereto has

     been released and discharged to the satisfaction of the Security Trustee.".

4.             Effective Date

4.1           Conditions Precedent

    The amendment of the Original Facility Agreement in accordance with Clause3 

    (Amendments to the Original Facility Agreement) shall take effect on and from the date

    (the "Effective Date") that the Facility Agent notifies the Borrower that the Facility Agent

    has received all of the documents and evidence listed in the Schedule (Conditions

    Precedent) in form and substance satisfactory to the Facility Agent. The Facility Agent shall

    notify the Borrower promptly upon being so satisfied.

4.2           Failure to satisfy Conditions Precedent

If the Facility Agent has not received all the documents and evidence referred to in Clause

4.1 (Conditions Precedent) by the close of business on 8 October 2009 (or such later date

as the Facility Agent may agree (acting on the instructions of the Instructing Group)), this

Amendment Agreement shall terminate.

4.3           Rights of Finance Parties

Upon termination of this Amendment Agreement under Clause 4.2 (Failure to satisfy

Conditions Precedent), the outstanding indebtedness under the Original Facility Agreement

shall remain governed by and be payable, guaranteed and secured in accordance with the

provisions of the Original Facility Agreement, the other Finance Documents and all other

related documents.

5.             Amendment Fee

The Borrower shall pay to the Facility Agent an amendment fee on the date (the

"Amendment Fee Payment Date") which is the later of (a) the Effective Date and (b) 8

October 2009, in an amount which is the aggregate of 0.45 per cent of the Loan

outstanding on the Amendment Fee Payment Date. The amendment fee paid by the

Borrower under this Clause 5 shall be for the account of each Lender, pro rata to its

participation in the Loan outstanding on the Amendment Fee Payment Date.

6.             Representations

6.1           Representations on the date of this Amendment Agreement

On the date of this Amendment Agreement, the Borrower makes each of the

Repeating Representations and the representations in Clauses 15.15 (Validity and

admissibility in evidence), 15.17 (Filing and Stamp Taxes) and Clause 15.21 (Private and

Commercial Acts) of the Original Facility Agreement, to the Finance Parties as if each

reference therein to "this Agreement", "Finance Document" or "Finance Documents"

includes a reference to this Amendment Agreement and each reference to "Security

Document" or "Security Documents" includes a reference to the Supplemental Deed,

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and acknowledges that the Facility Agent has entered into this Amendment Agreement in

reliance on those representations and warranties.

6.2              Representations on the Effective Date

On the Effective Date, the Borrower makes each of the Repeating Representations

and the representations in Clauses 15.15 (Validity and admissibility in evidence), 15.17

(Filing and Stamp Taxes) and Clause 15.21 (Private and Commercial Acts) of the Original

Facility Agreement as amended and supplemented by this Amendment Agreement, to the

Finance Parties as if each reference therein to "this Agreement" includes a reference to

the Original Facility Agreement as amended and supplemented by this Amendment

Agreement, each reference to "Security Document" or "Security Documents" includes

a reference to the Micron Corporate Guarantee as amended and supplemented by the

Supplemental Deed and each reference to "Finance Document" or "Finance

Documents" includes a reference to each of the Original Facility Agreement and the

Micron Corporate Guarantee as amended and supplemented by this Amendment

Agreement and the Supplemental Deed respectively.

7.                 Confirmation

The Borrower hereby irrevocably and unconditionally confirms that the respective terms

and conditions of the Original Facility Agreement, each of the Security Documents and

each other Finance Document to which it is a party are and shall continue to apply and

shall remain in full force and effect and binding on it, and that all of the Security expressed

to be created by each of the Security Documents to which it is a party are and shall

continue in full force and effect, notwithstanding the provisions of this Amendment

Agreement or the performance or non-performance by any person of any of its obligations

under the Original Facility Agreement (as amended and supplemented by this Amendment

Agreement), any of the Security Documents or any other Finance Document.

8.                Expenses and Stamp Duty

The Borrower shall:

8.1.1        from time to time on demand of the Facility Agent, reimburse the Facility Agent,

the Security Trustee and each of the Original Mandated Lead Arrangers for all

reasonable costs and expenses (including but not limited to legal and

documentation fees), together with any GST thereon incurred by it in connection

with the negotiation, preparation and execution of this Amendment Agreement and

any other document referred to in this Amendment Agreement; and

8.1.2        pay all stamp, registration and other taxes to which this Amendment Agreement or

    any other document referred to in this Amendment Agreement is subject and shall,

  from time to time on demand of the Facility Agent, indemnify the Finance Parties

against any liabilities, costs, claims and expenses resulting from any failure to pay

or any delay in paying any such tax.

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9.                 Counterparts

This Amendment Agreement may be executed in any number of counterparts, all of

which taken together shall constitute one and the same instrument.

10.               Governing Law

This Amendment Agreement shall be governed by Singapore law.

11.               Jurisdiction

11.1             Singapore Courts

The courts of Singapore have jurisdiction to settle any dispute (a "Dispute") arising out of

or in connection with this Amendment Agreement (including a dispute regarding the

existence, validity or termination of this Amendment Agreement or the consequences of its

nullity).

11.2             Convenient Forum

The Borrower waives any objection it might now or hereafter have to the courts referred to

in Clause 11.1 (Singapore Courts) being nominated to settle Disputes and accordingly,

agrees that they will not argue to the contrary.

    11.3             Non-exclusive Jurisdiction

The submission to the jurisdiction of the courts referred to in Clause 11.1 shall not (and

shall not be construed so as to) limit the right of each of the Finance Parties to take

proceedings against the Borrower or, the Borrower to take proceedings against the

Finance Parties or any one or more of them or any other party, in any other court of

competent jurisdiction nor shall the taking of proceedings in any one or more jurisdictions

preclude the taking of proceedings in any other jurisdiction (whether concurrently or not) if

and to the extent permitted by applicable law.

    This Amendment Agreement has been entered into on the date stated at the beginning of

this Amendment Agreement.

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Schedule

- Conditions Precedent

1.            Corporate Authorisations

1.1          A copy of the constitutional documents of each of the Borrower and Micron, certified true

by a duly authorised officer of the relevant Obligor (unless the relevant Obligor certifies

and confirms to the Facility Agent that each of the copies of its constitutional documents

already delivered to, and held by, the Facility Agent are up-to-date copies of its

constitutional documents).

1.2          A copy or an extract of the resolution of the board of directors of each of the Borrower and

 Micron approving the execution, delivery and performance of this Amendment Agreement

 or, as the case may be, the Supplemental Deed, and the terms and conditions thereof and

 authorising a named person or persons to sign such document and any documents to be

 delivered pursuant thereto, certified true by a duly authorised officer of the relevant

 Obligor.

1.3          A certificate of a duly authorised officer of each of the Borrower and Micron setting out the

 names and signatures of the persons authorised to sign, on behalf of that Obligor, this

                Amendment Agreement or, as the case may be, the Supplemental Deed and any

 documents to be delivered pursuant thereto.

1.4          A certificate as to the existence and good standing of Micron from the appropriate

 governmental authorities in the State of Delaware, The United States of America.

2.           Authorisations and Consents

A copy, certified as true by and on behalf each Obligor, of each such licence, approval,

registration or declaration as is, in the opinion of counsel to the Finance Parties, necessary 

to render each of this Amendment Agreement and the Supplemental Deed legal, valid,

binding and enforceable on the relevant Obligor and admissible in evidence in any

applicable jurisdiction and enable each of the parties to such documents to perform its

obligations thereunder (or, if the Facility Agent so requires, confirmation by a duly

authorised officer of the relevant Obligor that no such documents are required).

3.            Supplemental Documents

3.1          Each of this Amendment Agreement and the Supplemental Deed, duly executed by each

    party thereto and, where appropriate, duly stamped and presented for registration with all

    appropriate authorities.

3.2          Evidence of the acceptance of the appointment of the process agent referred to in the

    Supplemental Deed.

4.            Opinions

4.1          A legal opinion from Allen & Gledhill, Singapore counsel to the Finance Parties.

4.2          A legal opinion from Moffatt, Thomas, Barrett, Rock & Fields, Chartered, U.S. legal

   counsel to Micron.

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5.           Costs and Expenses

  Evidence that the fees, costs and expenses then due from the Borrower pursuant to

  Clause 8 (Expenses and Stamp Duty) have been paid.

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In witness whereof this Amendment Agreement has been entered into on the date stated at

the beginning.

The Borrower

TECH SEMICONDUCTOR SINGAPORE PTE. LTD.

By:  /s/ Lee Kok Choy

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The Facility Agent

CITICORP INVESTMENT BANK (SINGAPORE) LIMITED

By:  /s/ Rebecca Yung

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