JOINT FILING AGREEMENTJoint Filing Agreement • August 26th, 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.
AMENDED AND RESTATED EXCHANGE AGREEMENTAmended and Restated Exchange Agreement • August 26th, 2008 • Merrill Lynch & Co Inc • Security brokers, dealers & flotation companies • New York
This AMENDED AND RESTATED EXCHANGE AGREEMENT (this “Agreement”), dated as of August 15, 2008, is among PSi Technologies Holdings, Inc., a corporation organized and existing under the laws of the Philippines (“Holdings”), PSi Technologies, Inc., a corporation organized and existing under the laws of the Philippines and the principal operating subsidiary of Holdings (the “Company”), and Merrill Lynch Global Emerging Markets Partners, LLC (“Purchaser”).
CONSENT AND AGREEMENTConsent and Agreement • August 26th, 2008 • Merrill Lynch & Co Inc • Security brokers, dealers & flotation companies • New York
Consent and Agreement, dated as of August 15, 2008 (this “Consent Agreement”), by and between Merrill Lynch Global Emerging Markets Partners, L.P., a Delaware limited partnership (“MLGEMP LP”), Merrill Lynch Global Emerging Partners, LLC, a Delaware limited liability company (“MLGEMP LLC”), and Greathill Pte. Ltd., a Singapore corporation (“GPL”), a wholly owned subsidiary of Primasia and Bridge No. 1 Greater China Secondary Fund L. P. and managed by Primasia Private Equity Management, Ltd.
WAIVER AGREEMENTWaiver Agreement • August 26th, 2008 • Merrill Lynch & Co Inc • Security brokers, dealers & flotation companies • New York
THIS WAIVER AGREEMENT (this “Waiver”) is made and entered into as of August 15, 2008, among PSi TECHNOLOGIES, INC., (the “Company”), PSi TECHNOLOGIES HOLDINGS, INC., (“Holdings”) and MERRILL LYNCH GLOBAL EMERGING MARKETS PARTNERS, LLC (“MLGEMP”).
THIRD AMENDMENT TO EXCHANGEABLE SENIOR SUBORDINATED NOTEExchangeable Senior Subordinated Note • August 26th, 2008 • Merrill Lynch & Co Inc • Security brokers, dealers & flotation companies • New York
This THIRD AMENDMENT TO EXCHANGEABLE SENIOR SUBORDINATED NOTE (this “Amendment”) is made and entered into as of August 15, 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”).
