DATED JUNE 21, 2004

KULICKE & SOFFA (S.E.A.) PTE. LTD.

(Registration No. 199503535R)

as Chargor

and

NATEXIS BANQUES POPULAIRES, SINGAPORE BRANCH

as Security Agent

for the Lenders referred to herein

DEBENTURE

incorporating Fixed and Floating Charges

and Assignment of Insurances

BAKER & McKENZIE.WONG & LEOW

1 Temasek Avenue, #27-01

Millenia Tower

Singapore 039192

Tel: (65) 6338-1888

Fax: (65) 6337-5100

CONTENTS

THIS DEED is made the 21 day of June 2004

BETWEEN

(1) KULICKE & SOFFA (S.E.A.) PTE LTD, a company incorporated in Singapore (Registration No. 199503535R) whose registered office is at 6 Serangoon North Avenue 5, #03-16, Singapore 554910 as chargor (the Chargor); and

(2) NATEXIS BANQUES POPULAIRES, SINGAPORE BRANCH of 50 Raffles Place #41-01, Singapore Land Tower, Singapore 048623 as security agent and trustee for the Finance Parties (as defined in the Guarantee Issuance Facility Agreement referred to below) from time to time (in such capacity, the Security Agent).

WHEREAS:

(A) Under a guarantee issuance facility agreement dated 21 June 2004 (the Guarantee Issuance Facility Agreement) entered into between (1) the Chargor as borrower, (2) Natexis Banques Populaires, Singapore Branch and Arab Bank plc, Singapore Branch as initial lenders, (3) Natexis Banques Populaires, Singapore Branch as issuing bank, (4) Natexis Banques Populaires, Singapore Branch as facility agent (the Facility Agent), and (5) Natexis Banques Populaires, Singapore Branch as security agent, the Lenders (as defined in the Guarantee Issuance Facility Agreement) have agreed to make available to the Chargor a guarantee issuance facility of up to US$17,000,000 (the Facility) upon the terms set out therein.

(B) It is a condition precedent to the Lenders making the Facility available to the Chargor that the Chargor enters into this Deed.

IT IS AGREED as follows:

1.1 Definitions and Construction. In this Deed, unless the context requires otherwise, terms and expressions defined in or construed for the purposes of the Guarantee Issuance Facility Agreement and not defined below shall have the same meanings or be construed in the same manner when used in this Deed, and the following terms shall have the following meanings:

Charged Accounts has the meaning ascribed to it in the Guarantee Issuance Facility Agreement.

Charged Assets means all or any part of the Equipment, Receivables, undertaking, property, assets and rights of the Chargor hereby expressed to be charged or assigned including, without limitation, the Receivables Account and the Gold Inventories (and references to the Charged Assets shall include references to any part of it).

CLPA means the Conveyancing and Law of Property Act (Chapter 61) of the Statutes of the Republic of Singapore.

1

Debtor means any person who is liable (whether as principal debtor or as surety and whether actually or contingently) to pay or discharge a Receivable;

Equipment means all items of plant, equipment and machinery now or hereafter owned by the Chargor and all replacements thereof and additions thereto.

Gold Receivables means all cash collections and proceeds of sale or other realization in respect of any Gold Inventories including, without limitation, all account receivables and revenues of the Chargor in relation thereto.

Insurances means all policies or contracts of insurance which are now or may hereafter be effected in respect of the Gold Inventories or any part thereof (but expressly excluding any insurances arranged solely for the benefit of third parties in accordance with legislative requirements), which as at the date hereof consist of the policies set out in Schedule 1, and all benefits and proceeds thereof, including all claims of whatever nature and returns of premiums.

Intellectual Property means all rights in any intellectual property or similar rights now or at any time in the future belonging to the Chargor, including patents, trade marks and brand names, service marks, designs, copyrights, design rights, computer software, applications for registration of (and the right to apply for) any of the foregoing in any part of the world, improvements and extensions of any of the foregoing, moral rights, inventions, trade secrets and know-how and similar rights anywhere in the world together with the benefit of all licences of any of the foregoing granted to or by the Chargor and all revenues and other rights derived from any of the foregoing.

Receivables means the Gold Receivables and all other present and future book and other debts and receivables, commissions, revenues, claims and chooses in action of whatsoever nature and howsoever and wheresoever arising, due or owing or to become due or owing to or acquired by the Chargor including bank deposits and credit balances and the full benefit of all rights and remedies relating thereto including, but not limited to, all claims for damages and other remedies for non-payment of the same and all claims against insurers and under Encumbrances, guarantees and other security and all proceeds and forms of remittance in respect of the same.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC