Amendment To Pledge Agreement

Exhibit 10.53


AMENDMENT TO PLEDGE AGREEMENT


THIS AMENDMENT, dated as of March 3, 2003 (this "Amendment"), amends the Pledge Agreement, dated as of November 15, 2001, and the Supplemental Pledge Agreement dated as of January 21,2002 (collectively the "Pledge Agreement"), by and between ALLIANCE SEMICONDUCTOR CORPORATION ("Alliance"), a Delaware corporation, and ALLIANCE SEMICONDUCTOR (S.A.) (PTY) LTD. ("Alliance (S.A.)"), a South African corporation (collectively referred to as the "Borrower") and CHINATRUST COMMERCIAL BANK, LTD., acting through it New York Branch (the "Bank").


WITNESSETH


WHEREAS, the Borrower and the Bank have entered into the Amended and Restated Credit Agreement, dated as of January 21, 2002, as amended by an Amendment dated the date hereof (as amended the "Credit Agreement") (all capitalized terms used herein and not otherwise defined in the Pledge Agreement shall have the meanings described thereto in the Credit Agreement); and


WHEREAS, the Borrower has requested that the Credit Agreement be amended to provide additional loans and to extend the term of the existing facility; and


WHEREAS, the Borrower has previously pledged one hundred forty five million unrestricted common shares of UMC owned by Borrower and in order to secure the additional Loans to be made will need to pledge additional unrestricted common shares of UMC so that t11e Collateral Value shall be at the level required by the Pledge Agreement;


WHEREAS, the Bank is willing to agree to such amendment provided that the terms of the Pledge Agreement are also amended as hereinafter set forth;


NOW, THEREFORE, for good and valuable consideration the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:


ARTICLE 1. Amendments to Pledge Agreement.


(A) The definition of the term "Secured Obligations" contained in Section 1 of the Pledge Agreement shall be amended to read in its entirety as follows:


"Secured Obligations" means any and all liabilities and obligations of
the Borrower under the Credit Agreement, as amended and to be amended
including but not limited to the addition loans of Six Million Four
Hundred Fifty Thousand Dollars ($6,450,000.00), made available to the
Borrower pursuant to the Credit Agreement, and including without
limitation, the principal, interest, commissions, charges, fees and
expenses payable under the Credit Agreement.


(B) The provisions of Section 2(d) shall be amended to read in its
entirety as follows:


(d) Pursuant to this Agreement, the Borrower has previously
pledged Collateral and will pledge further Collateral so that the
Collateral shall, as required, have a Collateral Value of at least two
hundred thirty percent (230%) of the then outstanding amount of the
Loans made and to be made by the Bank to the Borrower pursuant to the
Credit Agreement. In the event the Bank determines and notifies the
Borrower that the Collateral Value at any time has fallen to two
hundred percent (200%) or less of the then total outstanding and unpaid
principal amount of the loans extended under the Credit Agreement (the
"Outstanding Amount"), as calculated and determined by the Bank, the
Borrower shall, within three (3), Taiwan Business Days following the
date on which the Bank so notifies the Borrower, provide additional
shares of ...