GCL SILICON TECHNOLOGY HOLDINGS INC. as Company and DEUTSCHE BANK TRUST COMPANY AMERICAS as Trustee 3% Convertible Senior Notes due 2010 FORM OF INDENTURE DATED AS OF 2008GCL Silicon Technology Holdings Inc. • September 15th, 2008 • Semiconductors & related devices • New York
THIS INDENTURE, dated as of [—] 2008, between GCL Silicon Technology Holdings Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (herein called the Company), and Deutsche Bank Trust Company Americas, a New York banking corporation (herein called the Trustee).
EXCHANGE AGREEMENT DATED , 2008 BY AND AMONG GCL SILICON TECHNOLOGY HOLDINGS INC. AND HAPPY GENIUS HOLDINGS LIMITED AND EACH OF THE EB HOLDERS LISTED IN SCHEDULE 1 Allen & Overy Gaikokuho Kyodo Jigyo Horitsu JimushoExchange Agreement • September 15th, 2008 • GCL Silicon Technology Holdings Inc. • Semiconductors & related devices • New York
NOW, THEREFORE, in consideration of and subject to the premises and the mutual agreements, terms and conditions herein contained, the benefits to be derived therefrom and other good and valuable consideration, the receipt and the sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
