Contract
EXHIBIT
10.80
THIS MORTGAGE AND
CHARGE AGREEMENT
(the “Agreement”)
is made on February 23, 2009 by and
among:
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(1)
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Economic
Development Board, a statutory board established in the Republic of
Singapore under the Economic Development Board Act, Chapter 85 of
Singapore, having its office at 000 Xxxxx Xxxxxx Xxxx #00-00 Xxxxxxx Xxxx
Xxxxx Xxxxxxxxx 000000 (the “Board”);
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AND
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(2)
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Micron
Technology, Inc., a company incorporated in Delaware and having its
office at 0000 X. Xxxxxxx Xxx, Xxxxx, Xxxxx 00000 (Registration
Number S91UF0404A) (the “Company”);
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AND
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(3)
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TECH Semiconductor
Singapore Pte.
Ltd., a company incorporated in Singapore with its registered
office at 0 Xxxxxxxxx Xxxxxxxxxx Xxxx X Xxxxxx 0 Xxxxxxxxx 000000 (Company
Registration Number 199102059C) (the “Subsidiary”).
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(each, a
“Party”
and together, the “Parties”)
WHEREAS:
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(A)
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As
at the date of this Agreement, the Company is the legal and beneficial
owner, free from all charges, liens and other encumbrances, of 449,882,240
issued and paid up shares in the capital of the
Subsidiary.
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(B)
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By
the terms of that certain Loan Agreement, dated February 23,
2009, by between the Board and the Company (the “Loan
Agreement”), the Company is required to execute this Agreement in
favour of the Board.
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(C)
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The
Board, the Company and the Subsidiary have carefully considered the
terms and conditions of this Agreement and in good faith agree to enter
into this Agreement.
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NOW THIS
AGREEMENT WITNESSETH
as follows:
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1.
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DEFINITIONS
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1.1
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In
this Agreement, unless the context otherwise requires, the following
expressions shall have the following
meanings:
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“Entitlement”
means all allotments, accretions, offers, rights, benefits and advantages
whatsoever at any time accruing, offered or arising in respect of the Mortgaged
Securities whether by way of conversion, redemption, bonus, preference, option,
dividend, interest
or
otherwise which the Board may be entitled on the Mortgaged
Securities.
“Event of
Default” and “Events of
Default” means any, each or all (as the context may require) of the
Events of Default described in Clause 15 of the Loan Agreement.
“Indebtedness” means
all present and future principal and interest due, owing or incurred by the
Company to the Board under or in connection with the Loan
Agreement. Indebtedness shall also include all monetary penalties
incurred under the Loan Agreement until the time that all Indebtedness (as of
the time of repayment) shall be paid in full. In other words, when
the Indebtedness is paid in full, the mortgage and security created under this
agreement shall be discharged even though the possibility of future penalties
under the Loan Agreement may still exist.
“Mortgaged Securities”
means 408,719,520 issued and paid-up shares in the Subsidiary, representing 66
per cent. of the issued and paid-up shares in the capital of the Subsidiary
and registered in the name of the Company.
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1.2
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Any
reference in this Agreement to:
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1.2.1 |
any
statute, legislation, subsidiary legislation or rules shall be read as
referring to such statute, legislation, subsidiary legislation or rules as
amended or re enacted from time to
time;
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1.2.2
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Recitals
and Clauses are to recitals to, and clauses of, this
Agreement;
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1.2.3
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an
“encumbrance” includes any mortgage, charge (whether fixed or floating),
pledge, lien, hypothecation, assignment, security interest or any other
type of preferential agreement or arrangement having substantially the
same economic effect (including sale and repurchase agreements, title
retention or flawed-asset
arrangements);
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1.2.4
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a
“person” shall be construed as a reference to any person, firm, company,
corporation, government, state or agency of a state or any association or
partnership (whether or not having separate legal personality) or two or
more of the foregoing;
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1.2.5
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“tax”
shall be construed to include any present or future tax, levy, impost,
duty or other charge, deduction or withholding of a similar nature
(including, without limitation, any penalty or interest payable in
connection with any failure to pay or any delay in paying any of the same
imposed) levied, withheld or assessed by any agency of any
state;
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1.2.6
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the
“winding up”, “dissolution” or “judicial management” of a company, the
appointment of a receiver and/or manager, liquidator, administrator,
judicial manager or trustee shall be construed so as to include any
equivalent or analogous proceedings or appointment under the law of any
jurisdiction in which such company carries on business;
and
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1.2.7
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the
Parties shall, unless repugnant to the context and meaning thereof, be
deemed to include their permitted respective successors and
assigns.
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1.3
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The
headings used in this Agreement are for ease of reference only and shall
not be taken into account in the construction or interpretation of any
provision to which they refer.
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1.4
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Expressions
in the singular shall include the plural and vice versa and expressions in
the masculine shall include, where applicable, the feminine and neuter
genders and vice versa.
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1.5
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All
terms and references used in this Agreement and which are defined or
construed in the Loan Agreement but are not defined or construed in this
Agreement shall have the same meaning and construction in this Agreement.
All references in this Agreement to the Loan Agreement are references to
the Loan Agreement as from time to time amended, modified or
supplemented.
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2.
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[RESERVED]
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3
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MORTGAGE
AND CHARGING CLAUSE
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3.1
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In
consideration of the loan provided to the Company by the Board, the
Company as legal and beneficial owner hereby charges and mortgages and
agrees to charge and mortgage to the Board as a continuing security for
the payment of all Indebtedness by way of FIRST EQUITABLE MORTGAGE and
CHARGE ALL its rights, title and interest in and to the Mortgaged
Securities together with all dividends, interests or other distributions
hereafter paid or payable or made in respect of the same and all
allotments, accretions, offers, rights, benefits and advantages whatsoever
at any time accruing, offered or arising in respect of or incidental to
the same and all stocks, shares, rights, money or property accruing
thereto or offered at any time by way of conversion, redemption, bonds,
preference, option, conversion, dividend, warrant or otherwise in respect
and all proceeds of sale or other realisation of the Mortgaged Securities
or any part thereof.
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3.2
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If
at any time the whole of the Indebtedness has been paid or discharged in
full and no sum remains payable to the Board under or in connection with
the Loan Agreement, the Board shall at the cost of the Company discharge
the security created herein on the Mortgaged
Securities.
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4.
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NON-EXHAUSTION
OF REMEDIES
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The Board
shall not be bound to exhaust its remedies against the Company or the Subsidiary
or exhaust its rights under any other securities prior to enforcing its rights
against the Company under this Agreement.
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5.
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CONTINUING
SECURITY
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5.1
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This
security shall be a continuing security and shall extend to cover all or
any Indebtedness which shall for the time being be due or owing from the
Company to the Board upon any account or otherwise as hereinbefore
mentioned and shall not be considered as satisfied by any intermediate
payment or satisfaction of less than the whole of the
Indebtedness.
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5.2
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The
Company hereby agrees and acknowledges that its obligations and
liabilities hereunder shall be absolute and unconditional and, in addition
to the other provisions hereof, shall not be abrogated, prejudiced,
affected or discharged:
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5.2.1
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by
the Subsidiary’s winding up, dissolution or judicial management;
or
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5.2.2
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by
any change in status, control or ownership or any change by amalgamation,
re-organisation, merger, consolidation, sale or transfer by or involving
the Company and/or the Subsidiary, or the assets of the Company or the
Subsidiary, or otherwise which may be made in the constitution of the
company by which the Company’s business or Subsidiary’s business may from
time to time be carried on;
or
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5.2.3
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by
the Board granting explicitly or by conduct or otherwise, whether directly
or indirectly, to the Company or any other person of any time,
forbearance, concession, credit compounding, compromise, waiver,
variation, renewal, release, discharge or other advantage or indulgence;
or
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5.2.4
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by
the Board failing or neglecting to or deciding not to recover the monies
hereby owed or any part thereof by the realisation of any collateral or
other security or in any manner otherwise or, in the event of the
enforcement by the Board of any collateral or other security or any remedy
otherwise, by any act, omission, negligence or other conduct or failure on
the part of the Board or any other person in connection therewith;
or
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5.2.5
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by
any laches, acquiescence, delay, acts, omissions, mistakes on the part of
the Board or any other person;
or
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5.2.6
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by
reason of any agreement, deed, mortgage, charge, debenture, guarantee,
indemnity or security held or taken at any time by the Board or by reason
of the same being void, voidable or unenforceable;
or
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5.2.7
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by
any moratorium or other period staying or suspending by statute or the
order of any court or other authority all or any of the Board’s rights,
remedies or recourse against the Company or any other person;
or
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5.2.8
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by
reason of any other dealing, matter or thing which, but for the provisions
of this Clause 5, could or might operate to affect or discharge all or any
part of the obligations and liabilities of the Company hereunder;
or
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5.2.9
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by
any failure or defect herein, or in the Loan Agreement or this Agreement
or in any other agreement entered into by or on behalf of the Company in
connection with the Loan Agreement or this Agreement nor by any legal
limitation, or lack of any borrowing or other powers of the Company or
lack of authority of any person appearing to be acting for the Company in
any matter in relating to the Loan Agreement or this Agreement by any
other fact or circumstance (whether known or not to the Company) as a
result of which all or any part of the obligations thereunder may be
rendered illegal, void or unenforceable by the
Board.
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5.3
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This
security shall be in addition to, and without prejudice to, any other
security which the Board may subsequently hold in respect of all such sums
and liabilities hereby secured. The Board may at any time and without
reference to the Company give up, deal with, vary, exchange or abstain
from perfecting or enforcing any other such security at any time and
discharge any party to it, and realise such security as the Board thinks
fit, without in any way prejudicing the obligations and liabilities of the
Company under this Agreement.
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6.
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COVENANTS
BY THE COMPANY
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The
Company hereby covenants with the Board that during the continuance of this
security it will:
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6.1
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obtain
all necessary and relevant approvals required to charge and mortgage the
Mortgaged Securities in favour of the Board, including obtaining the
waiver from the other shareholders of the Subsidiary with respect to their
rights on pre-emption and the creation of the encumbrance over the
Mortgaged Securities pursuant to their shareholders’
agreement;
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6.2
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at
all times deposit with the Board and permit the Board during the
continuance of this security to hold and
retain:
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(a)
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all
stock and share certificates to or representing the Mortgaged Securities
in the name of the Company; and
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(b)
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transfers
of the Mortgaged Securities executed in
blank,
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such
deposit being to create an equitable mortgage in favour of the Board. For the
avoidance of doubt, nothing in this Clause 6.2 shall require the Company to
transfer or register the Mortgaged Securities in the name of the Board or its
nominees or to convert the security constituted by this Agreement into a legal
mortgage prior to the occurrence of an Event of Default which is
continuing.
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6.3
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duly
and promptly pay all calls, installments, subscription monies or other
payments which may be made or become due in respect of any of the
Mortgaged Securities as and when the same shall from time to time become
due;
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6.4
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not
do or cause or permit to be done anything which may in any way depreciate,
jeopardise or otherwise prejudice the value of the Mortgaged
Securities;
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6.5
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not
create or permit to arise or subsist any encumbrance (other than in favour
of the Board) on or over the Mortgaged Securities or any part
thereof;
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6.6
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not
sell, transfer or dispose of the Mortgaged Securities or any part thereof
or interest therein or attempt or agree so to do (other than pursuant to
or in accordance with the provisions of this
Agreement);
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6.7
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upon
the occurrence of an Event of Default and which is continuing, promptly
notify the Board in writing of all Entitlements and shall (if directed by
the Board) promptly pay over to the Board all Entitlements received by it
and the Board shall be entitled to apply the same in accordance with
Clause 9 (Power of Sale and application of
proceeds).
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7.
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REPRESENTATIONS
AND WARRANTIES
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7.1
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The
Company hereby represents and warrants to and for the benefit of the Board
as follows:
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7.1.1
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that
the Company is the sole, absolute and beneficial owner of the Mortgaged
Securities and that the Mortgaged Securities are free from any encumbrance
(other than the security created
herein);
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7.1.2
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the
Mortgaged Securities are fully paid and that there are no monies or
liabilities outstanding or payable in respect of the Mortgaged Securities
or any of them;
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7.1.3
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that
the Mortgaged Securities are validly issued and are free from any
restriction on transfer or rights of pre
emption;
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7.1.4
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that
the Company has full power, authority, capacity and the legal right to
enter into this Agreement and execute all other documents called for under
this Agreement, to create the security herein and to engage in the
transactions contemplated by this
Agreement;
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7.1.5
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that
this Agreement constitutes legal, valid, binding and enforceable
obligations on the part of the Company and the security created herein
over all and every part of the Mortgaged Securities is effective as a
first priority charge in accordance with its
terms;
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7.1.6
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that
this Agreement does not and will not conflict with or result in any
material breach or constitute a default under any agreement, instrument or
obligations to which the Company is party or by which the Company is
bound; and
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7.1.7
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that
the Company has obtained all the approvals or waivers (as the case may be)
for the charge of the Mortgaged Securities to the Board and, upon the
occurrence of an Event of Default that is continuing, for the Board to
register the Mortgaged Securities in the name of the Board without any
restrictions.
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Each of
the representations and warranties contained above shall survive and continue to
have full force and effect after the execution of this Agreement and the Company
hereby warrants to the Board that the above representations and warranties will
be true and correct and fully observed at all times until the Indebtedness is
fully repaid.
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7.2
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The
Subsidiary hereby represents and warrants to and for the benefit of the
Board as follows:
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7.2,1
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that
the Subsidiary is lawfully incorporated, validly existing and in good
standing under the laws of
Singapore;
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7.2.2
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that
the Subsidiary has the corporate power and authority to carry on the
business as now being conducted under the laws of
Singapore;
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7.2.3
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that
the Subsidiary has full power, authority, capacity and the legal right to
enter into this Agreement and to execute all other documents called for
under this Agreement and to engage in the transactions contemplated by
this Agreement;
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7.2.4
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that
this Agreement does not and will not conflict with or result in any
material breach or constitute a default under any agreement, instrument or
obligations to which the Subsidiary is party to or by which the Subsidiary
is bound;
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7.2.5
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that
the Subsidiary is fully aware of the terms and conditions as well as
obligations set out in the Loan Agreement. It is also fully aware of the
purpose of the Term Loan made available by the Board to the Company,
namely to provide funds to the Subsidiary (by way of Equity Contributions
to be made by the Company to purchase Fixed Productive
Assets;
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7.2.6
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that
the Subsidiary has received full payment for the Mortgaged Securities and
no monies or liabilities are outstanding or payable to the Subsidiary in
respect of the Mortgaged Securities or any of
them;
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7.2.7
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that
the Mortgaged Securities are validly issued;
and
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7.2.8
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that
the Subsidiary acknowledges and confirms that it is fully aware that the
Mortgaged Securities have been or will be mortgaged to the Board. Blank
transfer forms relating to the Mortgaged Securities have been or will be
executed by the Company and delivered to the Board with the intention that
the Board may, upon the occurrence of an Event of Default that is
continuing, perfect the Mortgaged Securities and/or exercise its right of
sale by transferring or procuring the transfer of all or any of the
Mortgaged Securities to third-party
purchasers.
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Each of
the representations and warranties contained above shall survive and continue to
have full force and effect after the execution of this Agreement and the
Subsidiary hereby warrants to the Board that the above representations and
warranties will be true and correct and fully observed at all times until the
Indebtedness is fully repaid.
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8.
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FURTHER
RIGHTS OF THE BOARD
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8.1
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Subject
to Clause 8.2 below, the Company shall be entitled to exercise all voting
and all other rights attaching to the Mortgaged
Securities.
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8.2
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At
any time after an Event of Default has occurred and which is continuing,
the Board shall be entitled to exercise or direct the exercise of the
voting and other rights attached to the Mortgaged Securities as it sees
fit.
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8.3
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Subject
to Clause 8.4, the Company shall be entitled to retain any dividend
derived from the Mortgaged
Securities.
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8.4
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At
any time after an Event of Default has occurred and which is continuing,
the Company shall pay all dividends received by it immediately to the
Board or as it may direct. The Board shall be entitled to apply the same
in accordance with Clause 9 (Power of Sale and application of proceeds).
Pending such payment to the Board, all such dividends shall be held by the
Company in trust for the Board as security for the
Indebtedness.
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8.5
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The
powers conferred on the Board by this Agreement are solely to protect its
interests in the Mortgaged Securities and shall not impose any duty on it
to exercise any such powers. The Board shall not have any duty as to any
Mortgaged Securities and shall incur no liability
for:
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8.3.1
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ascertaining
or taking action in respect of any calls, installments, conversions,
exchanges, maturities, tenders or other matters in relation to any of the
Mortgaged Securities or the nature or sufficiency of any payment whether
or not the Board has or is deemed to have knowledge of such matters;
or
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8.3.2
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taking
any necessary steps to preserve rights against prior parties or any other
rights pertaining to any Mortgaged
Securities.
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9.
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POWERS
OF SALE AND APPLICATION OF PROCEEDS
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9.1
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Without
prejudice to the Board’s other rights, powers and remedies under the Loan
Agreement, this Agreement or any other agreement securing the
Indebtedness, the security consituted by this Agreement shall become
immediately enforceable and the power of sale and other powers conferred
by Section 24 of the Conveyancing and Law of Property Act Chapter 61 of
Singapore as varied and extended by this Agreement shall be immediately
exercisable upon the occurrence of an Event of Default which is
continuing. Without prejudice to the generality of the foregoing, the
Board may on the occurrence of an Event of Default which is continuing
without notice sell the Mortgaged Securities or any of them in such
reasonable manner and for such reasonable consideration (whether payable
immediately or by installments) as the Board may in its reasonable
discretion deem fit (such discretion to be exercised in good faith), and
may (without prejudice to any right which it may have under any provision
of this Agreement) treat such part of the Mortgaged Securities as consists
of money as if it were the proceeds of such sale or of the
disposal.
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9.2
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The
Board shall apply the proceeds (without prejudice to the right of the
Board to recover any shortfall from the Company) in paying the costs of
sale or disposal and in or towards the discharge of the Indebtedness in
such order as the Board in its reasonable discretion thinks fit and the
surplus (if any) of such proceeds shall be paid to the person or persons
entitled.
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9.3
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If
a deficit shall, after the sale and/or appropriation of the Mortgaged
Securities, remain owing to the Board, the Company shall pay to the Board
without demand the amount of such
deficit.
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9.4
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Upon
any sale of the Mortgaged Securities or any of them by the Board, the
Company shall indemnify the Board and keep the Board fully indemnified
against any claim or liability which may be made against it and any
liability, loss, cost or expense which the Board may suffer or incur by
reason of any defect in the Company’s title to such Mortgaged Securities
except to the extent caused by the Board’s own negligence or wilful
default.
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10.
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EXERCISE
OF POWER OF SALE
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Upon any
sale of the Mortgaged Securities or any of them which the Board may make or
purport to make under the provisions of this Agreement, a certificate made by
any of the Board’s officers that the power of sale has become exercisable shall
be prima facie evidence of such
power of sale having become esercisable and, save for any error, be
conclusive evidence of the fact in favour of any purchaser or other person to
whom any of the Mortgaged Securities may be transferred under such sale and the
Company will indemnify the Board and keep the Board indemnified against any
claim or demand made against the Board by such purchaser or person, and any
liability, loss, cost or expense that the Board may suffer or incur, by reason
of any defect in the Company’s title to such Mortgaged Securities, except to the
extent caused by the Board’s own negligence or wilful default.
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11.
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PROTECTION
OF THIRD PARTIES
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Upon the
occurrence of an Event of Default which is continuing, the Board may give a good
discharge for any monies received in the exercise of such power of sale or
disposal and for any rights, monies or property received or receivable in
respect of the Mortgaged Securities and no purchaser, mortgagee or other person
dealing with the Board shall be concerned to enquire whether the Indebtedness
has become payable or due or whether any power which it is purporting to
exercise has become exercisable or whether any money is due under this Agreement
or as to the application of any money paid, raised or borrowed or as to the
propriety or regularity of any sale by or other dealing with the
Board.
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12.
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ENFORCEMENT
OF RIGHTS
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The Board
shall be at liberty, but not bound, to resort for the Board’s own benefit to any
other means of obtaining payment or securing performance at any time and in any
manner or order as the Board may think fit without affecting this security. The
Board may exercise and enforce its rights under this Agreement before resorting
to other means of obtaining payment or securing performance or after such means
have been resorted to in respect of any Indebtness and in the latter case
without entitling the Company to any benefit from such other means so long as
any Indebtedness remains due, owing, payable or outstanding (whether actually or
contingently) from or by the Company to the Board.
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13.
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[RESERVED]
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14.
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AVOIDANCE
OF PAYMENT
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No
disposition, assurance, security or payment which may be or may become avoided
under any provision of the Companies Act, Chapter 50 of Singapore or any
statutory modification thereof and no release, settlement or discharge which may
have been given or made on the faith of any such disposition, assurance,
security or payment shall prejudice or affect the Board’s right to recover from
the Company monies to the full extent of this Agreement, the Loan Agreement and
any other agreement in connection with the Indebtedness as if such disposition,
assurance, security, payment, release, settlement or discharge (as the case may
be) had never been made, given or granted.
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15.
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POWER
OF CONSOLIDATION AND SALE
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Section
21 (restricting the Board’s rights of consolidation) and Section 25 (restricting
the Board’s right of sale) of the Conveyancing and Law of Property Act Chapter
61 of Singapore and any other similar provision under any other applicable law
shall not apply to the security under this Agreement.
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16.
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EVIDENCE
OF OUTSTANDING LIABILITIES
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A
certificate signed by a duly authorised officer for the time being of the Board
as to the amount of Indebtedness for the time being due to the Board shall be
prima facie evidence of such
Indebtedness and be
binding on the Company, save for any error.
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17.
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FURTHER
ASSURANCE
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The
Company irrevocably authorises the Board to do any and all acts and things which
the Board considers necessary or advisable to, transfer, complete and vest the
full legal title of any of the Mortgaged Securities to or in the Board or its
nominees or any purchaser or other person thereof upon the occurrence of an
Event of Default which is continuing. Without in any way limiting the Board’s
power and authority abovementioned, the Company shall at any time if and when
reasonably required by the Board do such acts or things and execute such
documents as the Board may reasonably consider necessary for giving full effect
to the Agreement.
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18.
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DISCHARGE
OF MEMORANDUM
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Notwithstanding
anything herein contained to the contrary, it is understood that if the whole of
the Indebtedness is paid to the Board or otherwise discharged, then the Board
shall, as soon as reasonably practicable after such payment shall have been so
made, and at the Company’s cost, discharge this Agreement.
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19.
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ASSIGNMENT
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19.1
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This
Agreement shall be binding upon and inure to the benefit of the Company
and the Board and their respective successors-in-title and assigns. All
undertakings, agreements, representations and warranties given, made or
entered into by the Company under this Agreement shall survive the making
of any assignments hereunder.
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19.2
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Except
with the Board’s consent, the Company may not assign or transfer any
of its rights hereunder and the Company shall remain fully liable for all
of its undertakings, agreements, duties, liabilities and obligations
hereunder, and for the due and punctual observance and performance
thereof.
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19.3
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The
Board may only assign or transfer all or any of its rights hereunder to a
person to whom the Board has assigned or transferred its rights under the
Loan Agreement.
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20.
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NOTICES
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EDB /
Micron / TECH – Mortgage and Charge Agreement Page 11
of 16
All
notices and other communications hereunder shall be in writing and shall be
deemed duly given upon (a) transmitter’s confirmation of a receipt of a
facsimile transmission (if the
time of transmission is after 5 pm Singapore Time (GMT + 8) on a Business Day,
such transmission shall be deemed to be served on the next succeeding Business
Day), (b) confirmed delivery by a standard overnight or recognized
international carrier or when delivered by hand, or (c) delivery in person,
addressed at the following addresses (or at such other address for a party as
shall be specified by like notice):
if
to Company, to:
Micron
Technology, Inc.
0000
Xxxxx Xxxxxxx Xxx
Xxxxx,
Xxxxx 00000-0000
Fax: (000)
000-0000
Attention: General
Counsel
With a
copy to:
Micron
Technology, Inc.
0000
Xxxxx Xxxxxxx Xxx
Xxxxx,
Xxxxx 00000-0000
Fax: (000)
000-0000
Attention:
Treasurer
if
to Board, to:
Economic
Development Board
000 Xxxxx Xxxxxx
Xxxx
#00-00 Xxxxxxx Xxxx
Xxxxx
Xxxxxxxxx
000000
Fax:
x00
0000-0000
Attention:
Head, Electronics
Division
|
21.
|
WAIVERS
|
No
failure on the part of the Board to exercise, and no delay in exercising,
any right under this Agreement shall operate as a waiver thereof, nor will any
single or partial exercise of any right under this Agreement preclude any other
or further exercise thereof or of any other right. The rights and remedies in
this Agreement provided are cumulative and not exclusive of any rights or
remedies provided by law. Any waiver or consent given by the Board under this
Agreement shall be in writing and may be given subject to such conditions as the
Board may impose. Any waiver or consent shall be effective only in the instance
and for the purpose for which it is given.
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22.
|
COST
AND EXPENSES
|
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22.1
|
Save
as otherwise provided below, the Company shall bear all legal and other
costs and expenses reasonably incurred by the Board in connection with the
drafting, negotiation and execution of this Agreement and the performance
of its obligations under this
Agreement.
|
|
22.2
|
The
Company shall:
|
|
|
(a)
|
pay
all stamp and other duties and taxes connected with or arising from the
security created herein; and
|
|
|
(b)
|
upon
the occurrence of an Event of Default which is continuing pay all legal
fees as between solicitor and client (on a full indemnity basis) or
otherwise, stamp duty, registration fees and other professional costs and
disbursements incurred by the Board in order to preserve and/or enforce
any of the Board’s rights under this
Agreement.
|
|
23.
|
POWERS
ADDITIONAL
|
The
powers conferred by this Agreement in relation to the Mortgaged Securities or
any part thereof on the Board shall be in addition to and not in substitution
for the powers conferred on mortgagees under law, which shall apply to the
security created by this Agreement except insofar as they are expressly
excluded. Where there is any ambiguity or conflict between the powers conferred
by law and those conferred by this Agreement, then the terms of this Agreement
shall prevail.
|
24.
|
SEVERABILITY
|
If any
provision in this Agreement shall be, or at any time shall become invalid,
illegal or unenforceable in any respect under any law, such invalidity,
illegality or unenforceability shall not in any way affect or impair the other
provisions of this Agreement but this Agreement shall be construed as if such
invalid or illegal or unenforceable provision did not form a part of this
Agreement.
|
25.
|
ENTIRE
AGREEMENT
|
The terms
and conditions contained in this Agreement constitute the entire agreement
between the Parties with respect to the subject matter of this
Agreement.
|
26.
|
GOVERNING
LAW
|
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26.1
|
This
Agreement shall be governed by and construed in all respects in accordance
with the laws of the Republic of
Singapore.
|
|
26.2
|
The
Courts of Singapore shall have jurisdiction to resolve any dispute arising
out of or in connection with this Agreement, including a dispute regarding
the existence, validity or termination of this
Agreement.
|
|
26.3
|
The
Company agrees that service of process on the Company may be effected at
the Singapore address of the Subsidiary and such service shall be deemed
to be good and effectual service on the
Company.
|
|
27.
|
CONTRACTS
(RIGHTS OF THIRD PARTIES) ACT CHAPTER 53B OF
SINGAPORE
|
Any
person who is not a party to this Agreement shall not have any rights under the
Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore to enforce or
enjoy the benefit of any term of this Agreement. For the avoidance of doubt, the
Parties may rescind, vary, waive and release all or any of their respective
rights and obligations under this Agreement without the consent of any person
who is not a Party.
|
28.
|
[RESERVED]
|
|
29.
|
COUNTERPARTS
|
This
Agreement may be signed in any number of counterparts, all of which taken
together shall constitute one and the same instrument. Any Party may enter into
this Agreement by signing any such counterpart and each counterpart may be
signed and executed by the Parties and transmitted by facsimile transmission and
shall be as valid and effectual as if executed as an original
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IN WITNESS
WHEREOF this Agreement has been entered into the day and year first
written above.
By:
/s/
Xxxxxx X.
Xxxxxx
Name: Xxxxxx X.
Xxxxxx
Title:
CFO
and Vice President of
Finance
STATE OF
IDAHO )
) ss.
COUNTY OF
ADA )
On this ___ day of February, 2009, before me, a Notary
Public in and for said state, personally appeared ______________________, known
to me to be the ________________ of Micron Technology Inc. (the “Company”), who
executed the foregoing instrument in behalf of the Company and acknowledged to
me the Company executed the same.
IN WITNESS WHEREOF I have hereunto set my hand and
affixed my official seal the day and year in this certificate first above
written.
Notary Public
___________________________
Residing at:
Commission
Expires:
ECONOMIC
DEVELOPMENT BOARD
By: /s/
Xx. Xxx Swan
Gin
Name:
Xx. Xxx
Swan
Gin
Title: Managing
Director
in the
presence of : Quek Hong How 58318207E
(Name and NRIC No. of
Witness): /s/ Quek Hong
How
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TECH
SEMICONDUCTOR SINGAPORE PTE. LTD.
By: /s/
Ong Xxxx
Choo
Name: Ong
Xxxx
Choo
Title:
Vice
President Finance & Company
Secretary
In the presence
of Xxx Xxxx Lan (X0000000X) /s/ Xxx Xxxx
Lan
(Name and NRIC No. of
Witness)
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