0000947871-08-000426 Sample Contracts

JOINT FILING AGREEMENT
Joint Filing Agreement • August 5th, 2008 • Merrill Lynch & Co Inc • Security brokers, dealers & flotation companies

The undersigned hereby agree that the Statement on the Schedule 13D filed herewith (and any amendments thereto), relating to the Common Shares, par value 1 and 2/3 Philippine Pesos per share, of PSi Technologies Holdings, Inc. is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k)(l) under the Securities Exchange Act of 1934, as amended, on behalf of each such person.

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SECOND AMENDMENT TO EXCHANGEABLE SENIOR SUBORDINATED NOTE
Exchangeable Senior Subordinated Note • August 5th, 2008 • Merrill Lynch & Co Inc • Security brokers, dealers & flotation companies • New York

This SECOND AMENDMENT TO EXCHANGEABLE SENIOR SUBORDINATED NOTE (this “Amendment”) is made and entered into as of July 31, 2008, by and among PSi Technologies, Inc., a corporation organized and existing under the laws of the Philippines (the “Company”), and Merrill Lynch Global Emerging Markets Partners, LLC, a limited liability company organized and existing under the laws of the State of Delaware (the “Holder”).

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