Exhibit
4(n)











SYNDICATED
LOAN AGREEMENT











【EnglishTranslation】








































BORROWER:


ADVANCED
SEMICONDUCTOR ENGINEERING INC.








AGENT:


CITIBANK,
N.A., TAIPEI BRANCH








AMOUNT:


US$200,000,000








Date:
May 29, 2008










TABLE OF
CONTENTS





ARTICLE





I.
            DEFINITIONSII.
            FACILITY2.1
            Facility
      and Loan Purposes2.2
            Term
      of Facility, Availability Period and Repayment Availability
      Period and Repayment2.3
            Drawdown2.4
            Repayment,
      Reduction and CancellationIII.
            LOANS/ADVANCES3.1
            Loan
      Commitment3.2
            DrawdownIV.
            INTEREST,
      FEES, PAYMENT AND YIELD PROTECTION4.1
            Commitment
      Fee4.2
            Loan
      Interest4.3
            Fee
      Adjustment and Others4.4
            Payment
      and Default Interest4.5
            Cost
      Increase, Taxes and Change of Law4.6
            Application
      of Payments4.7
            Facility
      Records4.8
            Liability
      LimitationV.
            PARTIES5.1
            Several
      Obligations of the Banks5.2
            Joint
      and Several Claims of the BanksVI.
            CONDITIONS
      PRECEDENT TO DRAWDOWN6.1
            Conditions
      Precedent6.2
            Other
      ConditionsVII.
            REPRESENTATIONS
      AND WARRANTIESVIII.
            COVENANTSIX
            DEFAULT9.1
            Event
      of Default9.2
            Determination
      of Default











9.3
            Consequences
      of DefaultX
            ARRANGERS,
      AGENT AND BANKSXI
            SET-OFFXII
            EXPENSESXIII
            NOTICES
      AND PAYMENTS BY AGENTXIV
            NON-WAIVERXV
            AMENDMENT
      AND ASSIGNMENTXVI
            GOVERNING
      LAWXVII
            JURISDICTIONSIGNATURES






SCHEDULESSCHEDULE
      I
            THE
      BANKS, COMMITMENT AND COMMITMENTSSCHEDULE
      II
            ACQUISITIONEXHIBITSEXHIBIT
      I
            DRAWDOWN
      REQUESTEXHIBIT
      I-1
            NOTICEEXHIBIT
      II
            AGENT
      NOTICE TO BANKSEXHIBIT
      III
            PROMISSORY
      NOTEEXHIBIT
      IV
            NOTE
      AUTHORIZATIONEXHIBIT
      V
            CERTIFICATEEXHIBIT
      VI
            LETTER
      OF UNDERTAKINGEXHIBIT
      VII
            CONFIRMATIONEXHIBIT
      VIII
            TRANSFER
      NOTICE










SYNDICATED LOAN
AGREEMENT





THIS SYNDICATED LOAN AGREEMENT
(the “Agreement”) is made
and entered into as of May 29, 2008 by and among:





(1)
            ADVANCED SEMICONDUCTOR
      ENGINEERING INC., a company organized and incorporated under the
      laws of the Republic of China (the “ROC” or “R.O.C.”) (the
      “Borrower”);




(2)
            The
      banks and banking institutions listed in SCHEDULE I attached
      hereto (collectively, the “Banks” and
      severally, a “Bank”);


(3)
              CITIBANK, N.A., TAIPEI BRANCH
      and THE BANKS IDENTIFIED IN THE SIGNATURE PAGES HEREOF, acting as
      the coordinating arrangers of the Banks hereunder (collectively the “Arrangers”);
      and
 (4)
                CITIBANK, N.A., TAIPEI BRANCH,acting as the facility agent for the Banks hereunder (the “Agent”).
   WITNESSTH:





WHEREAS, to facilitate the
Borrower’s partial  funding needs in respect of the Acquisition
(defined below), the Borrower has requested the Arrangers to arrange, and the
Banks to extend to the Borrower, a term loan facility in an aggregate principal
amount of US$200,000,000  as described in more detail below
(the “Facility”);
and


WHEREAS, subject to the terms
and conditions of this Agreement, the Arrangers have arranged, and the Banks
have agreed to extend to the Borrower, the loan facility so requested by the
Borrower accordingly.


NOW, THEREFORE, the parties
hereto agree as follows:




ARTICLE
I.   DEFINITIONS.Unless otherwise
defined elsewhere in




1




this
Agreement, as used herein, the following terms shall have the meanings set forth
below:





1.01.  “Total Commitment”
shall mean the total amount of the Facility which the Banks commit to provide to
the Borrower pursuant to this Agreement, as may be cancelled or reduced from
time to time pursuant to this Agreement.





1.02.  “Commitment” shall
mean, with respect to each Bank, the amount each Bank commits
to  provide to  the Borrower, as shown in  SCHEDULE I hereto, as may be
cancelled or reduced in accordance with the applicable provisions
hereof.





1.03.  “ASE Test” shall mean
ASE Test Limited, a Singapore Subsidiary of the Borrower.





1.04.  “Acquisition Contract”
shall mean the Scheme Implementation Agreement, dated September 4, 2007, by and
between the Borrower and ASE Test together with any amendments and supplements
thereto.





1.05.  “Acquisition” shall
mean acquisition of the ordinary shares of ASE Test by the Borrower pursuant to
the Acquisition Contract by way of a  Scheme  of Arrangement
under Article 210 of Singapore Company Law, as described in more details in
Schedule II hereto (the
public announcement made by  the Borrower on September 4,
2007).





1.06.  “Majority Banks” shall
mean the Banks whose then aggregate principal outstanding to the Borrower
hereunder exceeds 2/3 of the then aggregate principal outstanding to the
Borrower by all the Banks under this Agreement or, if the Borrower has not drawn
any of the Commitment yet, the Banks whose aggregate Commitment exceeds 2/3 of
the Total Commitment under this Agreement.





1.07.  “Commitment Ratio”
shall mean, with respect to each Bank, the ratio of the Commitment of such Bank
hereunder to the Total Commitment, in each case as shown in Schedule I
hereto.





1.08.  “Loan Commitment”
shall mean the commitment of the Banks to advance Loans to the Borrower up to
its respective Commitment.





1.09.  “Business Day” shall
mean a full-day banking business day in Taipei City, Kaohsiung City, Singapore
and Hong Kong; and (i) if on that day the Reference Rate is to be determined, in
London, and (ii) if on that day a drawdown or payment in USD is to be made under
this Agreement, in New York.





1.10.  “Loan” or “Advance” shall mean
the USD loan drawn by the Borrower under
the  Commitment  pursuant to the applicable provisions of
this Agreement.





1.11.  “Interest Period”
shall mean, with respect to the Loan under this Agreement, the period commencing
on the Drawdown Date and having a duration of one month, and each period of one,
three or six months




2




thereafter;  provided, that (i)
for the first Interest Period that commences on the Drawdown Date, the borrower
must choose a period of one month, (ii) if any Interest
Period  would  otherwise end on a day which is not a
Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless such next succeeding Business Day falls in another calendar
month, in  which case  such  Interest Period shall
end on the immediately preceding Business Day, (iii) the last Interest Period to
commence prior to the Expiry Date shall end on the Expiry Date, and (iv) with
respect to amounts on which interest is payable at the Default Rate, the
relevant Interest Period shall be determined by the Agent.  Except for
the first Interest Period, the Interest Period may be elected by the Borrower to
be one, three, or six months, by written notice (in the form of Exhibit I-1 hereto) to the
Agent not later than three Business Days prior to the first day of the relevant
Interest Period, and should the Borrower fail to elect accordingly, such
Interest Period shall be three months.





1.12.  “Reference Rate” or
“LIBOR” shall mean, with respect to each Interest Period, the London
Interbank Offered Rate as recognized by the Agent for the corresponding period
appearing on Reuters Screen LIBOR01 at 11:00 am (London time) two Business Days
prior to the first day of such Interest Period (the “Determination
Date”).  If there is no rate for the corresponding period, the
rate shall be for the next longest period, or for six months if the next longest
period exceeds six months.  If the Agent cannot obtain this
information for the Determination Date, the London Offices of Citibank N.A.,
Standard Chartered Bank and Hong Kong Shanghai Bank shall provide this
information as reported by major banks, as well as the US dollar deposit rate
for the relevant Interest Period.  The Borrower and the Banks agree
not to dispute the reported terms obtained by the Agent.  Lastly, the
Interest Rate shall be calculated to the fourth decimal place, rounded
up.





1.13.  “Interest Rate” shall
mean, with respect to each Advance, the per annum interest rate
which is calculated by the Agent to be the Reference Rate plus the
Margin.  The Interest Rate for each Advance, once determined, shall be
fixed during the same Interest Period thereof and, notwithstanding the change of
the Reference Rate, shall not change until the first day of the next succeeding
Interest Period.





1.14.  “Margin”
shall  mean0.9%
p.a.  However, if at  the  beginning of any
Interest Period, (a) the Borrower  according  to its most
recent annual or semi-annual audited consolidated financial report records a net
income ratio (post  tax net  profit (not
including  minority shareholders profit) divided by operating income)
(the “Net Income”) of greater
than or equal to 0% and less than 5%, then the Margin p.a. will
be  calculated  as 0.8% p.a., or (b) if the
Borrower  according  to
the  most  recent annual or semi-annual audited consolidated
financial report records a net income ratio greater or equal to 5%, the Margin
p.a. will  be calculated as 0.7% p.a.  Business tax
and  stamp  duty on the




3




interest  payments  are
born by the Borrower.





1.15.  “Interest Payment
Date” shall mean each of the dates on which interest on
the  Loans under this Agreement are payable by the Borrower, i.e., the
last day of each Interest Period.





1.16.  “Drawdown Date” shall
mean the date that the Borrower draws down the Commitment  pursuant to
this Agreement, which shall be a Business Day, and not a half Business
Day.  “Drawdown” shall mean
the Borrower’s drawing of the Commitment pursuant to this
Agreement.





1.17.  “Default Rate” shall
mean the then applicable Interest Rate plus 2% p.a., whenever referenced under
this Agreement.





1.18.  “Subsidiary” shall
mean a local and/or offshore company with a paid-in capital of not less than
NT$1,300,000,000 or equivalent thereof in any other currency that is 50% owned,
directly and/or indirectly, by the Borrower.





1.19.  “Commitment Termination
Date” shall mean the date falling ten Business Days after the date
hereof.





1.20.  “Note” and “Note
Authorization”  shall have meanings set forth in Section 8.1
hereto.





1.21.  “NTD  Syndication”  shall
mean the NTD loan  syndication under the NTD 24.75  Billion
Syndicated  Loan  Agreement  dated March 3, 2008
entered  into by  the Borrower and the banks named therein
with Citibank N.A., Taipei Branch acting as agent for the banks.





1.22.  “Letter of
Undertaking” shall mean the letter of undertaking issued by the Borrower
in respect of the NTD Syndication, in the form of Exhibit VI
hereto.





1.23.  “Event of Default”
shall mean any event as listed in Section 9.1 hereof; and “Prospective  Event
of  Default” shall  mean any event which with the
giving of notice or passage of time or both would become an Event of
Default.








ARTICLE
II.  FACILITY.





2.1.  Facility and Loan
Purposes.





This Facility is in
an aggregate principal amount of US$
200,000,000 for purposes of
financing the  Borrower’s partial funding needs to effect
the Acquisition.





2.2.  Term of Facility,
Availability Period and Repayment.





2.2.1.  The
Facility has a three year term, commencing on the date hereof (if the day
falling three years after the date hereof is




4




not a
Business Day, the Facility shall expire on the preceding Business Day thereof)
(the “Expiry
Date”).





2.2.2.  The
Commitment is not a revolving commitment,and may only be drawn in a
single lump sum in full, not later than the Commitment Termination
Date.  Any portion of the Commitment that has not been drawn down
prior to the Commitment Termination Date shall be cancelled
automatically.





2.2.3.  The
loan under this Agreement shall be repaid in full in one lump sum payment on the
Expiry Date.  The Borrower shall timely repay the principal and all
related payments in such amount as provided for hereunder.





2.3. Drawdown.





The
Borrower shall effect the Drawdown pro rata to the Commitment Ratio of each
Bank; provided,
that if it is technically impossible to have such Drawdown strictly in
accordance with the Commitment Ratio, the Agent may determine the actual
allocation amongst the Banks of such Drawdown amount based on its reasonable
judgment, and no objection from the Borrower or any Bank shall be
made.





2.4. Repayment and
Cancellation.





2.4.1.  The
Commitment under this Agreement shall be repaid or cancelled in accordance with
the applicable provisions of this Agreement.





2.4.2.  Each
Bank shall meet its effective Commitment, by fulfilling relevant obligations
under this Agreement and providing the promised portion of the Loan; provided, that a Bank
shall not be required to maintain or perform the Commitment under this Agreement
if it discovers prior to performing such Commitment that the maintenance or
performance of the same will result in its violation of laws or regulations, or
if such Bank is precluded by other applicable laws or regulations
from  maintaining or performing such obligations under this Agreement
(in which case, the Bank shall immediately notify the Borrower and
Agent).  If a Bank discovers after performing its Commitment that its
maintenance of the same constitutes or will constitute a violation of law or
regulation on its part, such Bank shall immediately notify the Borrower and the
Agent.  The Borrower shall then make repayment with respect to such
Commitment or otherwise resolve to relieve such Bank of the relevant
obligation(s) within 5 Business Days (or a longer period permitted by laws and
regulations for cure) of its receipt of the notice from such Bank, and such
Bank's Commitment shall immediately be cancelled or reduced to  the
extent permitted by laws and regulations.  If the Bank is responsible
for such violation of laws or regulations mentioned above, such Bank shall make
other arrangements for the Borrower for substitute financing under terms
comparable to those offered by this Agreement.  If the above-mentioned
violation of laws or regulations is not attributable to such Bank, such Bank
shall negotiate with the Borrower




5




and use
reasonable efforts to arrange for or assist the Borrower in obtaining other
financing to the extent permissible by laws and regulations; provided, that
neither the Agent nor any such Bank shall guarantee that
such  other  financing may be procured.





2.4.3.  The
Borrower may at any time, with not less than 15 days prior written
notice  to  the  Agent, prepay the outstanding
Loan in whole or in part without charge or penalty; provided
that:





(a)  With
respect to each such prepayment, the amount to be prepaid shall be in the
minimum amount of US$20,000,000, and any portion of such prepayment in excess of
NT$20,000,000 shall be in multiples of US$5,000,000 (unless the entire
outstanding balance of the Loan is less than US$20,000,000, or the portion of
the outstanding Loan in excess of US$20,000,000 is not a multiple of
US$5,000,000, in which case the Borrower must prepay the entire outstanding
balance of the Loan).




(b)  Prepayment  may
be  made only on the last day of an Interest Period.  All
sums (principal, interest or fee, if any), payable in connection with the Loan
to be prepaid shall be paid in full upon such prepayment.




(c)   If
the Borrower prepays any Loan in violation of the above, the Borrower shall
indemnify the Banks for and against any and all funding costs or losses, if any,
arising therefrom (the Banks making such claims shall provide evidence
therefor).





2.4.4.  The
Commitment, once  prepaid, may not be reinstated.  Following
each prepayment, each Bank’s Commitment shall be reduced on a pro rata basis,
based on the ratio of each Bank’s outstanding principal amount to that of all
the Banks.  If it is technically impossible for each Bank’s Commitment
to be reduced in accordance with the aforesaid ratio, the Agent may determine
the actual allocation of such reduction of Commitment amongst the Banks based on
its reasonable judgment, and no objection from the Borrower or any of the Banks
shall be made.





2.4.5.  Unless
otherwise provided by this Agreement, no Commitment under this Agreement may be
cancelled absent the prior consent of all the Banks.








ARTICLE
III.  LOANS/ADVANCES.





3.1.  Loan
Commitment.





3.1.1.  Subject
to the Borrower having complied with the conditions precedent set out in this
Agreement, the Borrower may, within the availability period and up to the Total
Commitment, draw down the Loan in a single lump sum pursuant to this
Agreement.  The Drawdown shall be effected pro rata to the Commitment
Ratio of each Bank.




6





3.1.2.  The
Commitment is not a revolving commitment, and may only be drawn down in a single
lump sum payment.





3.1.3.  Each
Bank agrees to advance the Loan to the Borrower pursuant to the terms and
conditions of this Agreement.





3.2.  Drawdown.





3.2.1.  Subject  to
the Borrower having fully complied with or performed the conditions precedent to
Drawdown as set out in this Agreement, the Borrower may, at any  time,
with at least three Business Day prior written notice to the Agent by 10:00 AM
(Taipei time) in the form of EXHIBIT I hereto (“Drawdown
Request”), request a Drawdown of the Loans in accordance with the terms and
conditions set out in this Agreement.  Each Bank shall, upon such
request and to the extent of its respective Commitment, make such Loans to the
Borrower in accordance with its Commitment Ratio; provided, that its obligation
to make such Loans is subject to the condition that none of the following
circumstances shall have occurred prior to such request for drawdown: (a) such
Drawdown will cause the total Loan outstanding   hereunder to
exceed the total available Commitment; (b) the Drawdown will cause the Loan
outstanding with respect  to any  Bank hereunder to exceed
its then available Commitment or to exceed its Commitment Ratio; (c) the
Drawdown Date will be later  than the Commitment Termination Date; or
(d) the Drawdown otherwise does not comply with the terms and conditions of this
Agreement.





3.2.2.  Provided
that the conditions described above have been met with respect to the requested
Drawdown, the Agent shall immediately accept the Drawdown Request on behalf of
the Banks.  Each Drawdown Request, once
accepted  by  the Agent, shall be irrevocable and binding on
the Borrower.  Following  the  acceptance of such
Drawdown Request, if  the Borrower is  unable to satisfy the
conditions precedent to drawdown as specified in Section VI hereof, resulting in
the Banks unable to advance in whole or in part the requested Drawdown, the
Borrower shall, at the demand of the Agent, reimburse the Banks  for
all  reasonable and necessary expenses and direct losses (the Banks
making such claims  shall  provide evidence therefor) in
connection therewith.





3.2.3.  Upon
its receipt  by  fax of a Drawdown Request from the
Borrower, the Agent shall notify each Bank in writing (in form of Exhibit II hereto), stating
the date on which each Bank is to make available its Loan and the amount to be
advanced by each Bank in accordance with its respective Commitment
Ratio.  Each Bank shall, pursuant to such notice and this Agreement,
make available such Loans in immediately available funds not later than 12:00
noon (Taipei time) on the Drawdown Date as specified in the Drawdown Request and
to the account  designated by the Agent.  Unless notified
prior to the Drawdown Date, the Agent may assume that each Bank is capable of
advancing payment pursuant to this Agreement and, on the basis of such
assumption, may (but is not obligated to) timely make available




7




the funds
to the Borrower, unless the Agent has received a written notice from any of the
Banks prior to the Drawdown Date  stating that such Bank
is  unable to make such Advance.  Notwithstanding the above,
the Agent is under no obligation to make available or advance any sum to the
Borrower on behalf of the Banks unless  and  until the Agent
actually receives the funds made available by the Banks pursuant to
this  Agreement.  If the Agent makes available to the
Borrower the funds required  under the Agreement to be advanced by any
Bank, and such Bank shall fail to actually make available to the Agent such
funds, the Borrower shall at any time, upon the Agent’s demand, refund
such funds to the Agent together with interest thereon, calculated at the
Agent’s actual cost of funding, as of that date, for the period from the
Drawdown Date to the date of the Agent’s actual receipt of the refunds thereof
(the Agent shall issue to the Borrower a receipt for any such interest
payment).





3.2.4.  Failure
by any Bank to make available its Advance pursuant to
this  Agreement  shall not relieve other Banks of their
obligations to make Advances pursuant to this Agreement and shall not relieve
the Borrower of its obligations under this Agreement.  The Banks or
the Agent shall not be liable for the failure of any other Bank to make the
required Advances.  Any Bank which fails to make such Advances shall
reimburse and indemnify the Borrower for and against (a) any and all interest
paid to the Agent as provided for in  the  above and (b) any
loss or  additional funding cost incurred by the Borrower arising
therefrom (subject to relevant supporting documents or evidence presented by the
Borrower to substantiate its claim).








ARTICLE
IV.  INTEREST, FEES, PAYMENT AND
YIELD PROTECTION.





4.1.  Commitment
Fee.  No Commitment fee is payable in respect of this
Facility.





4.2.  Loan
Interest.





4.2.1.  The
Borrower shall pay the Agent interest on the Loan outstanding in
US  Dollars at the applicable Interest Rate, calculated on the basis
of a 360-day year and the actual number of days elapsed.  The
applicable Interest Rate for each Interest Period, once determined, shall be
fixed and shall not change until the first day of the next Interest Period
(i.e., the Interest Rate will not change  during the same Interest
Period).  The Borrower shall pay all such interest to the Agent, on
each Interest Payment Date, for distribution by the Agent to the Banks pursuant
to the applicable provisions of this Agreement.





4.2.2.  The
Agent  shall calculate interest at the applicable Interest Rate
periodically  and notify  the Borrower in written notice of
such interest at  least  three Business Days prior to the
relevant Interest Payment Date.  The Borrower shall make such interest
payments to the Agent in immediately available funds in




8




US  Dollars
on each Interest Payment Date, for distribution by the Agent to the
Banks.





4.2.3.  The
business tax and stamp duty (“GBRT”) arising out of
the above interest payments  shall be grossed up and borne by the
Borrower.





4.2.4.  The
business tax under the VAT and non-VAT Tax Regulation is 2%, however,
in  accordance with related provisions of the regulation, banks also
need to set aside 3% of its revenue to allow for overdue debt  and
offset  bad debt; therefore, under this Agreement, the business tax to
be borne and paid by the Borrower is 5%.  In the event the business
tax  rate  changes, the changed rate will be utilized;
however the Borrower will still bear the  full costs  for
the provision for bad debt.  If the Banks’ overdue loan ratio
decreases and no longer need to provide the 3% provision for bad debt, the Banks
shall notify the Agent.  Upon receipt of such notice, at the next
payment  period, the  Agent shall  calculate
business tax at the rate of 2%.  The Agent, however, is not obligated
to verify the Banks’ business tax status  and may continue to
calculate the business tax at 5%.





4.2.5.  If  on  or  before  the
first day of any Interest Period  (a) the Agent can not obtain the
LIBOR or (b) the  Agent
has  been  notified   by  the  Majority  Banks  that
LIBOR can no longer reflect such Majority Banks’ funding cost or the relevant
Interest
Rate  does  not  yield  to  such  Banks  a  spread
of at least the relevant  Margin  during
the  relevant  period and provided evidence of their
funding  costs to the
Agent,  the  Agent  shall promptly  give
notice of such fact to the Borrower and each Bank. The Agent
shall, after giving such  notice, consult  with the relevant
Banks and negotiate with the Borrower in good faith to identify a
substitute  basis of  borrowing (“Substitute Basis of
Borrowing”)  which is acceptable to both
parties.  If  at  the expiry of twenty (20)
calendar days from the date of the Agent's notice pursuant  to the
above, the Borrower has agreed to
accept  such  Substitute  Basis of Borrowing, it
shall be retroactive  to and
take  effect  from  the beginning of the then
current Interest Period.  If the Agent and the Borrower can not reach
agreement on the rates with all of the relevant Banks (but can reach agreement
with some of the relevant Banks) during the 20 days period, the Borrower shall
be entitled to notify the Agent of its decision to prepay those Banks the
entirety (but not part) of the Loans which they have failed to reach agreement
and to enter into agreement with the remaining Banks.  The
Borrower  shall  then on the day falling 45 days after the
Agent’s  giving of notice, (a) prepay the outstanding to those Banks
in accordance with the above or (b) if then have not yet reached agreement with
any other Banks,  prepay the entire outstandings to such other Banks,
without any charge or penalty, but the Borrower shall indemnify against such
Banks for any and all funding costs arising  from such
prepayments.  With respect  to  the Loans so
prepaid, the interest thereon for such 45 days shall be paid at the rate which
equal to the Banks’ actual




9




funding
cost plus the then applicable Margin.  In the event of any such
prepayment, the Commitment Ratio of each Bank shall adjust
accordingly.





4.3.  Others and Fee
Adjustment.





4.3.1  The
Borrower shall pay the Arrangers and the Agent fees for the Arrangers’ formation
of the Banks and the Agent’s management of affairs pertaining to this
Agreement.  The terms and conditions of such payment will be
separately agreed upon in writing between the Borrower and the
Agent.





4.3.2  If
the Borrower records changes in its net income ratio according to its most
recent consolidated financial statements required to be delivered to the Agent
and the Banks, resulting in decreases in its Margin p.a., the Borrower shall
inform the Agent in writing of such decrease, and the Agent will in turn notify
the Banks.  If the Banks do not dispute the accuracy of such changes
in Borrower’s net income ratio to the Agent within five days of receipt of
notice, the  Margin p.a. of  the
Loans  under  the Facility, starting from the next Interest
Payment Period, shall be decreased accordingly.  However, if
subsequently the Borrower’s net income ratio changes again, resulting in
increases in its Margin p.a., the Borrower or the Banks shall inform the Agent
in writing, and the Agent will in turn notify the Banks and the Borrower. If the
Borrower and  the Banks  do not dispute  the
accuracy  of such changes in Borrower’s net income ratio to the Agent
within five days of receipt of notice, the Margin p.a. of the Loan under the
Facility, starting at the next Interest Payment Period shall be increased
accordingly.  The calculation of the net income ratio  shall
be based on  the most recent consolidated  financial
statements submitted by the Borrower in  accordance  with
the provisions of this Agreement.





4.4.  Payment Terms and Default
Interest.





4.4.1.  The
Borrower shall pay to the Agent in accordance with
applicable  provisions of this Agreement to  its account
with Citibank N.A. in New York or as otherwise designated by the Agent, all sums
(such as principal, interests or fees) which it is required to pay by this
Agreement or related documents, in immediately available funds and in US Dollars
before 12:00 noon time (Taipei time) on the due date.





4.4.2.  If
the Borrower makes payment in a currency other than the currency required
hereunder (“Payment
Currency”), the payment or repayment so made will not relieve the
Borrower of its liability unless such other
currency has been fully converted into the Payment Currency and have been
remitted to the account or place designated by the Agent.  The
Borrower shall assume
all the
relevant foreign exchange risk in this
respect.  The Borrower shall also
be responsible for securing in a timely fashion all approvals (including foreign
exchange approvals) necessary for




10




making all
relevant payments
in the
Payment Currency, and shall make no defense based on its default on payment
pursuant to the Agreement due to its failure to obtain the relevant
approvals.





4.4.3.  Any
sum payable hereunder may be paid on the next Business Day if the
due  date thereof  is not a Business Day, unless such
Business Day falls in another calendar month, in which case the payment shall be
made on the Business Day immediately preceding the due day.





4.4.4.  If
any of the payments required under this Agreement is not paid when due, the
Borrower shall immediate cure such nonpayment pursuant to the Agreement, and pay
interests thereon to the Banks and/or the Agent at the Default Rate, calculated
on the basis of a 360-day year and the actual number of days elapsed, for the
period from the due date to the date of actual receipt by the Banks and/or the
Agent of such payment.  If any such nonpayment pertains to interest
payments, a penalty  equal to 10% of  the  overdue
nonpayment shall be levied against the Borrower for the first 6 months, and a
penalty equal to 20% of the overdue amount shall be levied against the Borrower
if  such  nonpayment  remains outstanding for more
than six months.





4.4.5.  All
payments to the Banks from the Borrower under this Agreement shall be paid to
the Agent for its distribution to the Banks.  Payments made directly
to the Banks by the Borrower will not relieve Borrower of its obligations under
the Agreement.  Save for payments  payable
solely  to the Arrangers or the Agent, the Agent shall, upon its
receipt from the Borrower of payments due to the Banks, distribute and forward
such payments to each Bank for repayment.  Each Bank, the Arrangers
and the Agent shall issue and deliver a  receipt  directly
to the Borrower for payment received.





4.5.  Cost Increase, Taxes and
Change of Law.





4.5.1.  In
the event of a change in laws or regulations or the interpretations by the
competent authorities thereof, or a request by the relevant authority, which
result in: (a) the Banks having to pay taxes for transactions hereunder, or a
change in the rate or bases of the taxes payable by the Borrower to the Banks
pursuant to this Agreement (except for changes in the mandatory tax rate imposed
on the net income of the Banks by the R.O.C. government or the jurisdiction of
the incorporation of the  Banks), (b) an increase or change in
application of any reserve, special deposit or similar regulations with
respect  to the Facility, or (c) an increase in the costs for the
Banks to perform or  maintain Commitments hereunder, or a decrease in
the amounts otherwise receivable by the Banks under this Agreement, and to the
extent deemed material by the Majority Banks, the Borrower shall, upon demand of
the Banks, pay such  additional sums to the Banks as indemnity for the
increase in costs or decease in revenue to the Banks.  The impact of
the above change of law shall be determined




11




based upon
the relevant documentary evidence so presented by the affected
Bank(s).





4.5.2.  Unless
otherwise expressly provided by this Agreement, any and all other present and
future taxes and fees payable or arising from this Agreement or this Facility
shall be borne by the Borrower.  If any Bank or the Agent pay(s) such
taxes on the Borrower’s behalf, the Borrower shall reimburse such amount
immediately upon demand, otherwise, the Borrower shall also pay interest at the
Default Rate (on a floating rate basis) on such sums for the period from the
date such  Bank  or the Agent makes such payment to the date
the Borrower actually makes such reimbursement in full.





4.5.3.  The
Borrower shall neither make any withholdings or deductions on any payment which
is payable under this Agreement, nor offset any payment payable by it against
its indebtedness with any Bank.  If the Borrower shall be
required  by  law  to make any such withholding or
deduction from any payment under this Agreement, the sum payable by the Borrower
shall be increased so that after all required withholdings or deductions
(including additional withholdings or deductions in response to the increase in
the sum paid hereunder), the Banks, the Agent and/or the Arrangers will receive
an amount equal to the sum they would have received had no such withholdings or
deductions  been  made, and the Borrower shall provide the
original (or copy certified by the Borrower) of the evidence for such payment to
the Banks, the Agent and/or the Arrangers within 30 days after such
payment.





4.5.4.  Unless
otherwise expressly provided by this Agreement, any and all other present and
future taxes and fees payable or arising from  the execution
or  registration of this Agreement or other related documents shall be
borne by the Borrower.  If any Bank or the Agent pay(s) such taxes on
the Borrower’s behalf, the Borrower shall reimburse such amount upon demand,
otherwise, the Borrower shall also pay interest at the Default Rate (on floating
rate basis) on such sums for the period from the date such Bank or the Agent
makes such payment to the date the Borrower actually makes such reimbursement in
full.





4.6.  Application of
Payments.





4.6.1.  All
sums received by the Agent under this Agreement and all other related documents
shall be applied in the following order of priority: (a) first,
to  all expenses and fees payable to or incurred by the Agent under
this Agreement and all other related documents, and which are not reimbursed or
paid by the Borrower or any Bank (including the agency fee payable to the
Agent); (b) then to all outstanding fees and interests (including penalties or
default interests payable at the Default Rate) payable by the Borrower to the
Agent and the Banks under this Agreement; and (c) then to the distributions by
the Agent to each Bank pursuant to the provisions of this Agreement (or in the
absence of an express agreement, at the discretion of the Agent), in accordance
with the




12




ratio of
each Bank’s outstanding Loan under the Facility to the sum of all the Banks’
outstanding Loans under the Facility (the “Risk Sharing
Ratio”).





4.6.2.  Unless
otherwise provided for in this Agreement, the Agent shall forward to the Banks
all sums received from the Borrower and payable to the Banks, upon its actual
receipt of such sums, for the Banks to apply towards the indebtedness due from
the Borrower to the Banks in the order of priority prescribed by this Agreement
or laws and regulations.  In the event that  the sums
actually received by the Agent are insufficient to pay all sums in a specific
category to the relevant Banks in the same order of priority, the Agent shall
distribute such sums to each Bank on a pro-rata basis in accordance with the
Risk Sharing Ratio.





4.7.  Facility
Records.  The Agent shall maintain records relevant to the
Facilityand shall
document the Drawdowns of the Commitment by the Borrower and the payments made
by the Borrower to each Bank.  Details of the outstanding sums due
from the Borrower under this Agreement shall be evidenced by such records,
unless the Borrower can present specific evidence of manifest errors in such
records.  The  Borrower  further agrees to issue
such new negotiable instruments or certificate  of
claims  to the Agent according to the Agent's records if any
negotiable instrument or certificate of claims provided by the Borrower to the
Agent pursuant to the Agreement is lost, damaged or destroyed, and the Borrower
shall at all times unconditionally cooperate with the Agent in the event the
Agent is required by laws or regulations to report loss and/or proceed with
other relevant formalities due to the loss, damage or destruction of any
negotiable instrument or other certificate of claims.  In respect of
the Agent’s payment to each Bank, so long as the fund is remitted by the Agent
to the bank account designated by each Bank in accordance with this Agreement,
the Agent shall have no further obligation with respect to such
payment.





4.8.  Liability
Limitation.  Notwithstanding any  provision herein,
absent willful misconduct or gross negligence, no Bank or any of its employees
or affiliates shall be liable to the Borrower under this Agreement; and under no
circumstances would any of them be liable for any indirect  damages,
loss of profit or punitive damages.








ARTICLE
V.  PARTIES.





5.1.  Several Obligations of the
Banks.  The commitments to lend and relevant obligations of the
Banks under this Agreement are separate and independent.  Each
Bank  shall perform its own Commitment to extend the Loans in
accordance with this Agreement.  No action or inaction on the part of
any Bank will result in any right or obligation on the part of another
Bank.  The Banks are not jointly liable with one another for the
obligations under this Agreement.




13




5.2.  Joint and Several Claims of
the Banks.





5.2.1.  Notwithstanding
the separate and independent obligations of the Banks to perform their
respective Commitment hereunder, all rights and claims of the Banks and the
Agent under this Agreement and the related documents against the Borrower are
joint and several claims under Article 283 of the ROC Civil
Code.  Each of the Banks and the Agent are entitled by law to claim
performance in whole or in part of the above rights and claims against the
Borrower; provided, that all
the Banks and the Agent hereby agree to share their rights and interests
hereunder, and  all  their rights and claims under this
Agreement shall be exercised in accordance with the applicable provisions of
this Agreement.  Specifically, except for exercise of  the
set-off right as provided for in this Agreement, absent the written concurrence
of the Majority Banks, no Bank may take any action with respect to any matter
under this Agreement or take any action or inaction that conflicts or is
inconsistent with the decisions of the Majority Banks.





5.2.2.  All
of the Borrower, the Banks and the Agent agree that the Agent shall be the payee
of the  Notes issued by  the Borrower  pursuant to
this Agreement, and if the Borrower subsequently grants security interests in
relation to this Facility or purchases insurance for the collaterals under such
security interests, the Agent shall be the holder of such security interests or
beneficiary of such insurance, as applicable, and the Agent shall act in its
capacity as a joint and several creditor with respect to these interests
pursuant to this Agreement.  All such rights and interest shall be
held and exercised by the Agent in accordance with this Agreement for the
benefits of all the Banks and the Agent hereunder.





5.2.3.  Each
of the Banks and the Agent shall, pursuant to this Agreement, share the risks as
well as the interests and benefits under this Facility, in accordance the Risk
Sharing Ratio.








ARTICLE
VI.  CONDITIONS PRECEDENT TO
DRAWDOWN.





6.1.  Conditions
Precedent.  The Borrower’s Drawdown of the Facility under this
Agreement is subject to the  conditions  precedent that, at
least two  Business Days (at 10:00 am) prior to the
requested  date for such Drawdown, the Agent shall have received all
of the following documents in form and substance satisfactory to the Agent (in
this regard, photocopies presented must have been certified by the document
provider as true, accurate and complete copies):





(1)  evidence,
including, without limitation, resolutions and minutes of board of directors’
meetings, that the Borrower has completed all necessary internal corporate acts
and is duly authorized to enter into, deliver and perform the Acquisition
Contract, this Agreement and other related documents, as well as




14




evidence
that the person(s) signing this  Agreement and  other
related  documents on behalf of  the Borrower have been duly
authorized by the Borrower;





(2) copies
of the corporate documents of the Borrower, including the Articles of
Incorporation, business license, company registration card (including roster of
directors and supervisors), and identification documents of the Chairman of the
Borrower;





(3) the
Note and Note Authorization issued by the Borrower in accordance with this
Agreement;





(4) a
copy of the Acquisition Contract;





(5) evidence
that ASE Test has been duly authorized by its shareholders and board of
directors to enter into the Acquisition Contract and to proceed with the
Acquisition;





(6) the
applications submitted by the Borrower to the competent authority of Singapore
law in respect of  the Acquisition in accordance with applicable
Singapore;





(7) copies
of the various approvals, reportings and/or filings required for the
Acquisition, including:





(a) copies
of the ROC Investment Commission approval letter in respect of the Borrower’s
investment in ASE Test and the Acquisition (permitting part of
the  Acquisition  payment be made with the proceeds of this
Facility);





(b)
approval of the Singapore competent authority (court) in respect
of  the Borrower’s and ASE Test’s effecting the Acquisition in
accordance with the Acquisition Contract and applicable Singapore laws;
and





(c)
evidence that the Borrower and ASE Test have submitted all such reports
and  filings to the Securities and Exchange Commission of the United
Stated (the “SEC”) as required under applicable U.S. laws and have obtained the
consent of the SEC;





(d) the
Letter of Confirmation issued by the Borrower in form of Exhibit VII
hereto;





(8)
evidence that the Borrower does have sufficient funds (including the Loans to be
extended under this Facility) to effect the entire payments of the
Acquisition;





(9) all
third party  consents (if any) in respect of the Acquisition have been
obtained;





(10)
evidence that all conditions for closing of the Acquisition, except for the
Borrower’s payments, have been met;




15




(11)
favorable written legal opinions of the Banks’ counsel on ROC law related
matters under this Facility; and





(12) such
other documents or evidences as may be reasonably required by the Agent in
advance.





6.2.  Other
Conditions.  The obligations of the Banks to perform their
Commitments pursuant to this Agreement are also subject to the following
conditions precedent:





(1) the
Agent shall have received, on or before at least three Business Days (at 10:00
am) prior to the requested date for such Drawdown, the Drawdown Request duly
executed by the Borrower;





(2) the
Letter of Undertaking executed by the Borrower in form of Exhibit VI hereto;
and





(3) as of
the Drawdown Date, no  event which  restricts or prevents
proceeding of the Acquisition has occurred.








ARTICLE
VII.  REPRESENTATIONS  AND
WARRANTIES.The Borrower
hereby represents and warrants as follows:





7.1.  The
Borrower is a duly incorporated and legally existing company
under  the laws of the ROC  with all  lawful power
and authority to own its assets and conduct its business.





7.2.  The
Borrower has obtained all necessary authorizations in accordance with all its
internal  procedures to effect the Acquisition and to execute, deliver
and perform the Acquisition Contract, this Agreement, the Note and all other
documents relevant to this Agreement, as well as to borrow the
Loans.





7.3.  The
Acquisition and the execution, delivery and performance by the Borrower of the
Acquisition Contract, this Agreement, the Note and all other relevant documents
will not violate any law or regulation, its articles of
incorporation  or other internal rules and guidelines, will have no
material adverse effect on the obligations of the Borrower under any other
contract, and will not result in any breach by the Borrower under any other
contract.





7.4.  The
Acquisition Contract, this Agreement, the Note and all other relevant
documents  each  constitutes a legal, valid and binding
obligations of the Borrower.





7.5.  The
Borrower has procured all approvals, permits, licenses required (a) for the
Acquisition and (b) for the operation of its current business pursuant to the
applicable laws and regulations, and such approvals, permits, licenses all
continue to be in force and effect and nothing has occurred which may result in
a revocation or cancellation of the above approvals, permits, licenses by the
competent authority.  Further, with respect to the
Acquisition,




16




except for
those approvals or  consents of  the competent authorities
of the R.O.C., Singapore and the U.S.A. (which, except for the ROC Investment
Commission approval will be obtained soon, have been obtained
and  remain  current and valid), it is not necessary for the
Borrower to obtain any consent from any third party; and except for those
approvals obtained or  filings  made prior  to the
date hereof, no further approval or filing in advance is required as the result
of entering into this Agreement.





7.6.  The
Borrower has sufficient capital and operation ability to conduct its business,
with assets  more  than its total liabilities and is capable
of performing all its obligations on a timely basis.





7.7.  All
statements and information in connection with the Acquisition, the Borrower and
major shareholders of the Borrower which  were  furnished
by  the Borrower to the Banks via the
Arrangers  appropriately reflect the Borrower’s
condition.  The Borrower has not omitted any material  fact
relating to the Acquisition, the Borrower or the Facility; provided, that the
Borrower’s financial  projections  and explanations,
investment plan, current market condition and prospects and all relevant
opinions, are made on the basis of  facts as  understood by
the Borrower and in reasonable judgment of the Borrower.





7.8.  Except
as disclosed in writing to the Arrangers and the Banks prior to the execution
hereof, there is no suit, litigious or non-litigious proceeding, arbitration,
enforcement, administrative dispute  proceeding or other dispute
(including but not  limited to  environmental, pollution,
waste disposal or security exchange, etc.) involving the Borrower which (a) is
reasonably expected to have or will have a material adverse effect on the
Acquisition, or on  the financial business operation or prospect of
the Borrower or of the Borrower and its Subsidiaries as a whole, or (b) may
impair the exercise or performance of any rights or obligations
by  the Borrower  under the Acquisition Contract or this
Agreement.





7.9.  The
Borrower (a) has not violated any laws, (b) nor violated any terms of this
Agreement, and the  Acquisition, this Agreement or the Facility will
not result in an Event of Default or prospective Event of Default, (c) nor is in
default of any other contract where such  default may affect the
progress of the Acquisition or this Facility, (d) nor has there been any other
event which may have a material adverse effect on the Acquisition, this Facility
or the financial business operations or prospects of the Borrower.





7.10.  There
is no petition by or against the Borrower for windup, dissolution and
liquidation, bankruptcy, corporate reorganization, relief or other similar legal
proceeding; nor is any of the above-mentioned proceedings underway or pending
with respect to the Borrower.




17




7.11.  Unless
otherwise disclosed by the Borrower in the financial statements furnished to the
Agent, or otherwise disclosed by the Borrower to the Banks and Agent in writing
prior to the execution of this Agreement, the claims of each Bank against the
Borrower under this Agreement rank at least paripassu
in priority of payment with all claims of any other person against the Borrower
(except for claims mandatorily preferred by law).





7.12.  The
CPA reviewed financial statements of the Borrower as at and for the period ended
March 31, 2008, are correct in all material respects and have
been  prepared in accordance with generally accepted accounting
principles in the ROC and fairly present the financial condition and operations
of the Borrower as of the date thereof and for  the
period  then ended.  Except for those which have been
otherwise disclosed to  the Banks  and the Agent
in  writing, there are no material liabilities, direct or indirect,
fixed or contingent, of  the Borrower as  of  the
date of such financial statements that are not  reflected therein
or  in the footnotes thereto. Since the date of such financial
statements, there has been no material  adverse  change in
the business operations, management, business  prospects  or
condition (financial or otherwise) of the Borrower or of the Borrower and its
Subsidiaries as a whole.





7.13.  All
written  information delivered to the Agent, the Arrangers
and  the Banks pursuant to  this Agreement are true,
complete and correct; and at such time the written information was so delivered
there were no material mistake or omission which may negatively impact the
Agent, or the Banks.





7.14.  The
foregoing representations  and  warranties of the Borrower
will be true, accurate and complete throughout the term of this
Agreement.








ARTICLE
VIII.  COVENANTS.In addition to
other undertakings made under this Agreement, the Borrower undertakes and agrees
that, as of the date of this Agreement and until such time that all of its
liabilities and obligations under this Agreement and all other relevant
documents have been fully discharged and performed, it shall duly perform the
following obligations:





8.1.  After
execution of this Agreement and prior to the Initial Drawdown, the Borrower
shall issue and deliver to the Agent a Note in an amount of the Total Commitment
payable to the Agent (in the form and substance of EXHIBIT III hereto) and a Note
Authorization (in the form and substance of  EXHIBIT IV
hereto).  The Borrower hereby  unconditionally and
irrevocably authorizes the Agent, subject to occurrence of an Event of Default,
to insert the maturity date, interest rate (being the Default Rate) and the
commencement date of the interest period of such Note
in  accordance  with  relevant provisions of this
Agreement and to exercise all rights under the Note.  With respect to
the Note (and any Note issued in




18




substitution
therefor), the Borrower shall, on or before the date falling two
years  from the  date of issuance  thereof, issue
and deliver to the Agent another  Note identical  in all
substantive respects with the existing Note (save that the face amount may be
reduced in accordance with the then  Total  Commitment) to
replace the existing Note.  The Agent and the Banks agree that the
Note and the Note Authorization held by the Agent shall be immediately and
unconditionally returned to the Borrower upon discharge of the Borrower’s
obligations hereunder in full.





8.2.  The
Borrower shall at all times:
(a)  maintain  the  existence, nature of business
and scope of business of its company or other reasonable extended business
within the scope of this Agreement, and maintain all approvals, licenses and
permits necessary or desirable for the conduct  of
its  business and operations or the ownership of its properties
(including but not limited to the environment, pollution, waste disposal, and
securities exchange, etc.) and for the
timely  performance  of  this  Agreement;
(b) conduct  its business  in a regular  manner;
(c) comply with all laws, regulations and requirements  issued by all
government authorities with jurisdiction over such matters; (d) keep and
maintain  proper  books and  records; and (e)
pay  and  discharge all taxes,
assessments  and  governmental charges or levies imposed
upon  it, its income, profits or properties.





8.3.  The
Borrower shall ensure at all times that the Agent’s and the Banks’ claims
against the Borrower under this Agreement shall rank at least pari passu in priority of
payment with all unsecured claims of any other person against the Borrower
(except for those preferred by operation of lawor
those  required  during the ordinary course of
business).





8.4.  In
the event of any of the following, the Borrower shall promptly notify the Agent
in writing thereof and inform the Agent of countermeasures that it has adopted:
(a) any substantive or material change to the Borrower’s business operations;
(b) any material change to the primary shareholders, directors, supervisors,
primary managers (general manager level and above), financial condition, or
major assets (but excluding replacement of proxies appointed by corporate
shareholders) of the Borrower; (c) occurrence of any Event of Default or
prospective Event of Default; or (d) occurrence of any other event which could
affect this Facility, the Borrower’s creditworthiness or ability to
perform.





8.5.  During
the term of this Facility and until such time that the Borrower has completely
discharged all its liabilities under this Agreement, the  Borrower
shall not, without prior written consent of the  Majority Banks (which
consent shall not be unreasonably withheld): (a) except for
those  asset  transfers or disposals between  the
Borrower and its  Subsidiaries on an arms length basis, sell, lease,
transfer or  otherwise  dispose of its business or assets in
amounts equal to 20% or more of its then total assets, whether in a single
transaction or on an aggregate basis;




19




(b) make
any material change to the scope or nature of its business; (c) conduct any
transaction  which is  not at arms length basis; (d) create,
incur, increase or suffer  or  permit to exist any security
interest or encumbrances in favor of any third party on any of its currently
exiting and/or future assets or revenue, except for (A) security
interests  which  are existing and have been disclosed to
the Agent  and  the Banks in writing prior to the date
hereof or security interests required to be provided during the ordinary course
of business, (B) security interests over any future machinery acquired pursuant
to a government  sponsored  program after the date hereof in
favor of banks securing the financing of the purchase price or
cost  thereof; (e) except for those provided in accordance with its
articles of incorporation or its internal rules governing the extension of
loans, provide loans to any other parties; or (f) enter into liquidation or
dissolution.





8.6.  During
the term of this Facility, the Borrower shall not,
without  prior  written consent of the Majority Banks, (a)
enter into any merger or consolidation with others, (b) effecting any spin-off
or capital reduction, (c) except for the Acquisition, commencing from the
date  hereof, make any  investment  in
any  other  companies
in  an  accumulative  aggregate  amount  of
more than  NT$ 10,000,000,000, or (d) acquire
material  assets of any other companies; provided, that the
consent of the Majority  Banks shall not be required for
the  following: (i) investment in any Subsidiary
existing  prior to the  date hereof, (ii) entering into a
merger under which the Borrower is the surviving entity, (iii) merger or
consolidation with its  Subsidiary(ies), or (iv) effecting a spin-off
under which the assignee of the assets is a Subsidiary and would not cause a
violation to Section 8.5(a) hereof; so long as any of the above shall not cause
any material adverse impact on the Borrower’s business operation, financial
condition or ability to perform hereunder.





8.7.  The
Borrower shall from time to time upon request by the Agent provide information,
records and documents in respect of the Acquisition Contract, this Agreement and
its ability to perform same, to the extent it does not interfere with the normal
operations of the Borrower, and shall permit the representatives or agents of
the Agent to enter the premises of the Borrower to review (or make copies or
extracts of) the various accounts,  records or documents that are
relevant to the Borrower’s ability to perform under the Acquisition Contract,
this Agreement or other related agreements.  To the extent deemed to
be necessary by the Majority Banks, the Agent may retain outside persons to
conduct such  inspection; provided, that all
such persons participating in the inspection shall be subject to confidentiality
obligations.





8.8.  (a)  Throughout
the term  hereof, within 30 days after the end of each first and third
fiscal quarter of the Borrower, the Borrower shall provide to  the
Agent and the Banks  with copies of its quarterly report for such
quarter, prepared and reviewed on an unconsolidated
(and  consolidated, if available) basis,




20




including
therein its balance sheet as of the end of such fiscal  quarter,
statement of its income and cash flow statement.  Each of such reports
shall be prepared by the Borrower, reviewed by a creditable independent public
accounting firm in accordance with applicable generally accepted audit
standards, and the information contained therein shall also be presented in
accordance with applicable generally accepted accounting principles consistently
applied.





(b)  Throughout
the term hereof, within  90 calendar days after the end of each first
fiscal half-year of the Borrower, the Borrower shall provide to the Agent and
the  Banks with copies of its semi-annual report (including footnotes)
for such half-year, prepared on an audited consolidated and unconsolidated
basis, including therein its balance sheet as of the end of such fiscal
half-year, balance sheet, statement of its income and cash flow
statement.  Each of such audited reports shall be prepared and
certified by a creditable independent public accounting firm in accordance with
applicable generally accepted audit standards and the  information
contained  therein  shall be presented in
accordance  with applicable generally accepted accounting principles
consistently applied.




(c)  Throughout
the term hereof, within 120 calendar days after the end of each fiscal year of
the Borrower, the Borrower shall provide to the Agent and the Banks copies of
its annual report (including footnotes) for such year, prepared on an audited
consolidated and unconsolidated  basis, including therein its balance
sheet as of the end of such fiscal year, statement of its income, statement of
changes in shareholders’ equity and cash flow statement.  Each of such
audited reports shall be prepared and certified by a creditable independent
public accounting firm in accordance with applicable generally accepted audit
standards and the information  contained  therein
shall  be presented in accordance with applicable generally
accepted  accounting principles consistently applied.




(d)  Each
of the annual and semi-annual financial statements provided by the Borrower in
accordance with the above shall be accompanied by a certificate (in the form of
EXHIBIT Vhereto),
stating and certifying that no breach to relevant financial ratios under this
Agreement has occurred.




(e)  At
the  request of the Agent from time to time, the Borrower shall
provide all relevant information relating to the finances, business, operations,
major shareholder structure and assets of the Borrower to the
Agent.  Upon providing the various financial statements, the Borrower
shall provide sufficient copies to enable the Agent to distribute a copy to each
Bank.  The Borrower hereby authorizes the Agent to provide each
Bank  with  the various  financial statements and
information provided by the Borrower.




(f)  The
Borrower shall ensure that the contents of the




21




financial
statements prepared by the Borrower are in compliance with the laws of the
ROC  and  generally accepted accounting principles, and
that  the substantive contents  of the documents and
information relating to the Borrower are true, correct and complete in all
material respects.





8.9.  The
Borrower shall, commencing from the date hereof and throughout the term hereof,
maintain  the  following financial ratios (to be tested
semi-annually based on the annual audited and semi-annual audited consolidated
financial statements):





(a)  Its
ratio  of  Current Assets to Current Liabilities shall not
be less than 100%.




(b)  Its
ratio of Total Liabilities to Tangible Net Worth shall not exceed
150%.




(c)  Its
Interest Coverage Ratio shall not be less than 280%.  For purposes
hereof,




Interest Coverage
      Ratio
            =
            Pre-tax
      Income + Interest Expense + Depreciation +
      AmortizationInterest
      Expense




(d)  Its
Tangible Net Worth shall not be less than NT$45,000,000,000.





For
purposes of the calculation above, “Tangible Net Worth”
shall mean shareholders equity plus minority shareholdings minus intangible
assets (such as patents, trade names);  “Total Liabilities”
shall mean Total  Debts including Contingent Liabilities but excluding
minority shareholdings; and “Contingent
Liabilities” shall mean the outstanding obligations in respect of
endorsements and/or guarantees provided by the Borrower.  In addition,
unless otherwise expressly  specified herein, all accounting terms
used herein shall be defined in accordance with the ROC generally accepted
accounting principles.





8.10.  The
Borrower shall keep its general properties and business insured with financially
sound and reputable insurance companies in the mannerand with  such
coverage and amount to the extent customary for companies of a size comparable
to it engaging in businesses of a like character.





8.11.  Commencing
from the completion of the Acquisition, the Borrower shall ensure that, at any
time during the term hereof, the Borrower shall from time to  time and
at all times maintain, directly and/or indirectly, at least 51% of the total
shareholding of ASE Test and the effective control over the management of ASE
Test.




22




8.12.  All
proceeds of the Loans under this Facility shall be used for the purposes as
specified in this Agreement and shall not be used for any other purpose; provided, that
neither the Agent nor the Banks shall have any
obligation  to  monitor the Borrower’s actual application
thereof.





8.13.  The
Borrower does not enjoy any right of sovereign immunity or privilege from any
judgment, attachment  or  other legal procedures and hereby
agrees  to waive the same even if it were entitled to any of such
right.





8.14.  All
representations and warranties made by the Borrower in this Agreement shall
remain correct, true and complete throughout the term hereof.








ARTICLE
IX.    DEFAULT.





9.1.  Event of
Default.  The occurrence of any of the following shall
constitute an Event of Default under this Agreement:





(1) The
Borrower fails to make any payment, when due, of principal or interest under
this Agreement or make any other payment due to any Bank, any Arranger or the
Agent under this Agreement or any other related agreement (regardless of whether
such payment becomes due by acceleration or otherwise).





(2) The
Borrower fails to perform or violate any condition, covenant, undertaking or
obligation towards any Bank, any Arranger or the Agent stipulated under this
Agreement, or performance of any such condition, undertaking, covenant or
obligation hereunder shall become invalid or illegal, and such default is not
cured within 14 days after the occurrence thereof.





(3) The
Borrower or any Subsidiary defaults in making  payment of any sums
under any other agreement with any Bank, any Arranger, the Agent or any third
party; or the Borrower or any Subsidiary (whether as primary obligor or
guarantor) encounters any event which accelerates or permits acceleration of the
maturity of any debt obligations of the  Borrower or any
Subsidiary  with any such creditors in an accumulated amount of
NT$350,000,000 or more, or the equivalent thereof in another
currency.





(4) Any
representation or warranty made by the  Borrower under this Agreement
is  found to be false or untrue when made or is reasonably deemed by
the Majority Banks as having become false or untrue.





(5) The
Borrower shall cease  doing  business as an ongoing concern;
admit in writing its inability to pay its debts as they become due; file a
petition in bankruptcy (or has any such petition filed against it); be
adjudicated bankrupt or  insolvent; file a petition (or has any such
petition filed against it) seeking any




23




reorganization,
composition, liquidation, dissolution, delisting of shares of stock, suspension
of trading or similar arrangement under any statute, law or regulation for the
relief of debts; file an answer admitting the material allegations of a petition
filed against it in any such proceeding; and
cause  material  adverse changes to its financial
conditions.





(6) The
Borrower shall fail to maintain any of the financial ratios stipulated in
Section 8.9 hereof.





(7) The
Borrower or any Subsidiary shall fail to pay any tax in accordance with
applicable laws and regulation, causing material impact on it business operation
or financial condition, except if the Borrower or such Subsidiary has filed a
petition therefor in accordance with applicable laws and
regulations.





(8) The
Borrower shall fail to provide such financial, business or accounting
information as may be requested by the Agent pursuant to this Agreement, or
shall fail to cooperate in respect to the review or inspection of records by the
Agent as requested.




(9) The
Borrower or any Subsidiary shall cease its operations permanently or is ordered
to cease its operations permanently, or its checks are dishonored, or has been
blacklisted by the bills clearing house, which could adversely affect its
ability to perform hereunder.





(10) Any
government consent, licenses or approval required in connection with the
operations of the Borrower or any Subsidiary is revoked or
becomes  expired  which could adversely affect its ability
to perform hereunder.




(11) Any
engagement, covenant, or obligation of the Borrower hereunder may become invalid
or unenforceable which could adversely affect its ability to perform
hereunder.




(12) Any
government or governmental authority nationalizes, takes custody or control over
or otherwise expropriates all or a  substantial part of the
property  or assets of the Borrower or any Subsidiary which, in the
reasonable judgment of the Majority Banks, will cause material adverse impact on
the operation of the Borrower or any Subsidiary.




(13) Any
attachment, compulsory execution, disposal restriction or similar legal process
is initiated against any assets of the Borrower or any Subsidiary, which will
cause material impact on its business operation of financial condition and is
not discharged within 14 days upon occurrence thereof.




(14) Any
final judgement is rendered against the Borrower or any Subsidiary and the
Borrower or such Subsidiary shall fail to pay the same accordingly.




24




(15) The
Borrower or any Subsidiary is subject to any material litigation, arbitration,
or other disputes, or is subject to any ruling or order issued by the court or
competent authority against it which could adversely affect its ability to
perform hereunder.




(16) There
occurs a material adverse change in the business operations,
financial  condition or ability to perform of the Borrower or of the
Borrower and the Subsidiaries as a whole, or any material adverse change in the
major shareholding or assets structure of the Borrower, which in the
professional judgment of the Majority Banks, gives reasonable grounds for belief
that the Borrower’s ability to perform the obligations hereunder or under any
related agreement would be affected.





9.2.  Determination of
Default.  In the event of any dispute between the Banks and the
Borrower or amongst the individual Banks, as to whether an Event of Default has
occurred, any disputing party may request the Agent in writing to seek
clarification from the Banks and obtain the determination of the Majority
Banks.





9.3.  Consequences of
Default.





9.3.1.  Where
an Event of Default has occurred, the Commitments shall immediately be
suspended, and may not be further utilized unless otherwise permitted by the
Majority Banks (at which time the Agent shall notify the
Borrowers).  Should the Majority Banks decide to take actions and so
instruct the Agent in writing, the Agent shall, upon the instruction of the
Majority Banks, (a) by written notice to the Borrower, declare the entire unpaid
principal amount of all the outstanding Loans, all unpaid interest, fees and all
other sums payable hereunder to be immediately due and payable, whereupon the
Borrower shall immediately repay such amounts; and/or (b) present the Note for
payment; and/or (c) take all such other actions as may be permitted by law or
contract.  Demand, protest or notice of any kind,
other  than the  notice specifically required by this
Section, are hereby waived by the Borrower to theextent permitted by
law.





9.3.2.  Where
an Event of Default occurs, the Borrower shall also make payment of interest to
the Banks and/or the Agent in respect of any amounts due and outstanding,
calculated from the date that such amounts becomes due  until such
time that the amounts are actually paid; and if any Bank and/or the Agent incurs
any other costs or direct losses as a result of such default, the Borrower shall
also indemnify such Bank and/or Agent for and against such costs or losses
(such  Bank or  Agent shall provide relevant
evidence).  Unless otherwise provided herein, the Borrower shall not
be liable to the Bank or its employees or affiliates for any indirect damages,
loss of profit or punitive damages.





9.3.3.  The
costs and expenses incurred by the Agent in relation to the exercise of the
various rights and actions taken pursuant to the Agreement shall be shared by
the Banks on a pro-rata basis (by




25




the Risk
Sharing Ratio), except where such costs have been paid by the
Borrower.  If  the Borrower  fails to pay such
costs or expenses, the Agent is not obliged to make such payments, and may
require the Banks to advance such payments in accordance with the Risk Sharing
Ratio.








ARTICLE
X.  AGENT, ARRANGERS AND
BANKS.





10.1.  Each
Bank hereby appoints the Agent to act as agent hereunder and irrevocably
authorizes the Agent to take such action on its behalf under  the
provisions of this Agreement and any other agreements and instruments referred
to herein and therein.  In performing its functions and duties
hereunder, the Agent shall act solely on behalf of the Banks and not in the
capacity as trustee of the Banks or the Borrower or in the capacity as agent of
the Borrower. The Agent (a) shall have no duties or responsibilities except
those expressly set forth in this Agreement; (b) shall not be responsible to the
Banks for any failure by the Borrowers or any other person to perform
any  of its obligations under this Agreement or any other document
referred to herein; (c) shall not be required to initiate or conduct any
litigation or collection proceedings hereunder except as expressly specified
herein and so required by the Majority Banks in writing; and (d) shall not be
required to take any action that the Agent deems in good faith to be contrary to
any applicable law.  The Agent may employ agents, consultants and
accountants and shall not be responsible for the negligence or misconduct of any
such person selected by the Agent in good faith save for its gross negligence or
willful misconduct in such selection.





10.2.  Each  Bank
acknowledges and agrees that it shall independently assess, inspect and be
responsible for the creditworthiness or records of the Borrower and other
relevant information.  Relevant risks applicable to  each
Bank as a result of making available the Loans shall be independently borne by
such Bank.  The Agent and the Arrangers do  not make
any  representations or warranties regarding, and shall not be
responsible for, the creditworthiness, ability to perform of the Borrower or any
other matters relating to this Agreement.





10.3.  The
Agent may not take any action that is contrary to the
written  instructions of the  Majority Banks, and shall take
the legal actions  in accordance  with this Agreement, based
on the written instructions of the Majority Banks.  Except as
instructed in writing by Majority Banks, the  Agent  may
refuse to take any actions.  The Agent may, but is not obligated to,
seek approval of the Majority  Banks for actions  taken
by  it pursuant to the Agreement.  Absent willful misconduct
or gross negligence, the Agent shall not be responsible in any way to the
Borrower or any Bank in respect of actions taken in accordance with the written
instructions of  the Majority Banks, or actions subsequently approved
by the  Majority Banks.  Unless the Majority Banks have




26




issued a
written  instruction  to the  Agent to take a
specific action, the Agent shall  not  be held responsible
in any way for failing to take such action.  Irrespective of any other
provisions to the contrary in this Agreement, the Agent may refuse to take any
action on behalf of the Banks  if the legitimacy of the instructions
from the Banks are in doubt or until it has received confirmation that it will
be satisfactorily reimbursed for the related costs.  In addition,
except for exercising the set-off right hereunder, no Bank may take any action
individually without the written consent of the Majority Banks, nor take any
action or make any omission that would conflict or be
inconsistent  with the decisions of the Majority Banks (decisions made
by the  Majority Banks pursuant to relevant provisions of this
Agreement shall be binding on all of the Banks).





10.4.  The
Agent shall handle matters relating to this Agreement (including but not limited
to obtaining the Reference Rate) in accordance with the provisions of this
Agreement, and shall handle matters relating to the Commitment and exercise the
rights under this Agreement in accordance with relevant provisions of this
Agreement.  In handling such matters, the Agent shall act in
accordance with the provisions  of this  Agreement and/or
the written instructions of the Majority Banks, and may (but is not obliged to)
exercise  the same degree  of  care as ifit were handling facilities
granted by the Agent alone.





10.5.  In
respect of documents submitted to the Agent by the Banks and the Borrower in
accordance with this Agreement, the Agent shall verify the signatures and chops
in accordance with normal procedures, but is not required to further examine the
contents or any other aspect of such
documents.  In  executing  matters in relation to
this Agreement, the Agent may rely on the validity, authenticity and correctness
of the signatures and contents of relevant documents received and may rely on
the advice received from its legal counsel.  The Agent shall not be
liable for any actions taken based on such reliance.  In addition,
in  making remittances to the Banks, the Agent may
rely  upon  the  correctness of the addresses and
remittance accounts stipulated in respect of each Bank in SCHEDULE Iof this Agreement
or as otherwise designated in writing.





10.6.  In
handling  matters relating to the Commitment (such as advance,
repayment, etc.), the Agent shall allocate the Commitment in accordance with the
proportions stipulated in this Agreement; provided, that where
actual calculations do not permit allocation to be made in such a manner/ratio,
the Agent may use its reasonable judgment in making the allocation, and no Bank
shall raise any objection thereto.





10.7.  Unless
otherwise stipulated in this Agreement, communications by the Agent in relation
to this Agreement may be carried out by fax, and the Agent may rely upon the
authenticity and correctness of the contents of the faxed documents it
receives.  The Agent shall not be responsible in any way for the
disruption




27




or delay
of any transmissions or receptions of communication (by telephone, fax or
courier) or for any defect, error or consequences in
the  transmission  or reception process, except where such
is caused by the willful misconduct or gross negligence of the
Agent.





10.8.  Upon
receiving any notices from the Borrower, the Agent shall notify each of the
Banks.  Except for notices, reports, financial statements and other
documents required to be delivered by the Agent to each of the Banks under this
Agreement, the Agent is not obliged to provide the Banks with any other
information in its possession concerning the credit record,
general  business  and financial status of the
Borrower.





10.9.  During
the term of this Agreement, the Agent, the Arrangers or any of the Banks may
enter into other transactions unrelated to the Facility with the Borrower in
capacities other than as the Agent, an Arranger  or a  Bank.
Such transactions shall not be affected by the Agreement.





10.10.  The
Agent may notify the Borrower and each of the Banks in writing at any time that
it shall resign from the position of the Agent (as soon as a new Agent takes
office).  The Majority Banks are also entitled to replace the Agent at
any time.  Upon the resignation or replacement of an Agent, the
Majority Banks are entitled to elect a new
Agent.  If  within 30 days after the resignation of the
Agent or the replacement of the Agent by the Majority Banks, the Majority Bank
fails to elect a new Agent or the newly  elected Agent does not agree
to take the office, the original resigning Agent may select a financial
institution as its successor. If the successor is not successfully selected by
the Agent during  another 30-day period, the Agent  may
still resign.  During such period (before  the
successor  agent in selected), all the Banks shall jointly perform the
duties of the Agent until  the  successor agent
is  selected, but if the  Majority Banks resolve to exercise
the rights under the Note during such period, the Agent shall perform relevant
acts in accordance with this Agreement.  The resigning Agent may
continue to collect any sums falling due but uncollected during the period of
its office and this provision shall remain applicable to any acts taken by the
resigning Agent prior to its duties being terminated.





10.11.  All
the payments received by the Agent from the Borrower for the common interest of
the Banks and payments from the Banks to be distributed
to  the  Borrower, shall after being applied for payment of
various fees and expenses in  accordance with this Agreement, be
distributed or allocated in accordance with this Agreement (for payments to
be  distributed  amongst the Banks, the distribution shall
be made in accordance  with the  Risk  Sharing
Ratio), and shall deliver such  payments to each Bank by the Business
Day following actual receipt thereof.  The Agent’s obligation to
distribute the said payments shall be limited to the amounts that it actually
receives, and the Agent is not obliged to advance any amounts
therefor.  The Agent may assume that the relevant persons




28




with
obligation to pay will make the relevant payments to the Agent in accordance
with the Agreement, and may (but is not obliged to) distribute or pay such
amounts to each of the Banks on the basis of such assumption and in
the  aforementioned manner.  However, where the Agent relies
on such assumption in making the payment, but subsequently  finds
that  it has not actually received the relevant payment, the Bank or
the Borrower which receives the said amount from the Agent shall refund the
payment immediately upon receiving the notice from the Agent, and shall pay
interest to the Agent from the date that it receives the payment and until the
date that refund is actually made  to the Agent,
calculated  based on  the Agent’s actual cost of funding, as
of that date.





10.12.  Unless
the Agent has received the notice from any Bank or the
Borrower  concerning the  occurrence of an Event of Default,
which notice  expressly states that it is a “notice of Event of
Default”, the Agent shall not be deemed to have known or has been informed as to
the occurrence of an Event of Default.  Upon receiving the said
notice, the Agent shall notify each of the Banks as soon as
possible.





10.13.  The
Agent shall be treated as an independent business unit of Citibank,
N.A.  Any notice to be sent to the Agent shall not be deemed duly sent
if it were sent to other business department of Citibank N.A.





10.14.  Any
damage, if any, caused to the Borrower as a result of any act or omission to act
of a Bank shall be the responsibility of that relevant Bank, and the Arrangers,
the Agent or any other Banks shall not be responsible therefor.





10.15.  In
the event of any damage or loss to the Agent or a Bank in the course of
performance of this Agreement by the Borrower or its agent or employee, as a
result of causes attributable to the Borrower or its agent or employee, the
Borrower shall be liable for full indemnification against such damage or
loss.





10.16.  Unless
otherwise provided hereunder, in respect of their performance hereunder,
neither  the  Agent nor its agents or employees shall be
held liable in whatever respect to the Banks except for those as a result of its
willful misconduct or gross negligence.





10.17.  The
Agent may outsource the matters to be handled by it under this Agreement to
others in accordance with applicable laws and regulation.








ARTICLE
XI.  SET-OFF.





11.1.  In
the event  that the Borrower fails to perform its obligations under
this Agreement or any other relevant agreement in connection with the Facility,
each of the Banks and the Agent,




29




in
addition to exercising the various rights of claim under this Agreement, shall
also be entitled to (but are not obliged to) offset any sums in accounts
(irrespective of whether such sum is of the same currency and, in case of
different currencies, such Bank or the Agent may convert same to the same
currency as the Borrower’s obligations hereunder) held by the Borrower at the
said Banks or the Agent (including their headquarters and all branches) and all
claims of the Borrower against the Bank or the Agent, against the obligations of
the Borrower to the Banks and/or the Agent under this Agreement (the Borrowers
further agrees that such accounts or other claims shall be deemed to mature
automatically upon such time that the offset
is  exercised  by the relevant Bank or  the
Agent).  Where an account held by the Borrower is a time deposit
account, the relevant Bank or the Agent may directly terminate the time deposit
account agreement prematurely and offset funds in the said account against the
obligations under this Agreement, notwithstanding that the deposit term has not
expired; where such an account is a checking account, the Borrower agrees that
an announcement by the Banks of the acceleration of the obligations under this
Facility shall be a condition for termination of the checking account
agreements  and upon such announcement, the checking account agreement
shall cease to be effective, and the Banks or the Agent may directly exercise
its right of offset and notify the Borrower thereof.  To the greatest
extent permitted by law, the exercise of such  setoff right
shall  be deemed to take effect at the time that such offset is
recorded on the books of the relevant Bank.  Where  the
offset amount is insufficient to satisfy the full amount of
the  outstanding obligations of the Borrower hereunder, the Borrower
shall remain liable for repaying the insufficiency thereof.





11.2.  In
order to maintain the prorata repayments to each Bank, where any payments
received by a Bank in respect of the Facility (whether as a
result  of  voluntary or involuntary offset or otherwise)
exceeds  the  prorata amount due to that Bank in accordance
with this Agreement, such Bank shall (a) forward such sums to the Agent for
distribution to all Banks in accordance with this Agreement or (b) if necessary
and to the extent required by law, purchase from the other Banks a right of
claim equivalent to the amount of the excess, so that such Bank may, in
substance, share with the other Banks the proceeds of the additional
repayment.  However, if the benefiting Bank is subsequently required
to return all or part of such  repayment,  the
aforementioned  purchase of claim shall be unwind immediately, and the
consideration paid for such purchase shall also be  refunded without
interest.  The Borrower further agrees that the Banks may exercise all
rights (including the right of offset), in the  same  manner
as for other rights hereunder, in respect of the claims so
purchased.





11.3.  If
any other creditor of the Borrower effects a compulsory execution against any
account of the Borrower with a Bank or the Agent, and the executing court issues
an  attachment order, collection order, or transfer order to the Bank
or the Agent in




30




respect of
such account, the  said Bank or the  Agent  shall
be entitled to declare that the Borrower’s obligations under this Agreement in
an amount equal to the amount of such deposit to be subject to compulsory
execution shall become due and payable immediately, and to offset same against
such deposit in the account; provided, that so
long as such attachment shall not constitute an Event of Default, the
availability of the Commitment shall not be affected.








ARTICLE
XII.  EXPENSES.





12.1.  All
reasonable legal costs and other costs and expenses incurred by the Arrangers in
arranging for the Banks and preparing this Agreement, or any other related
documents, as well as costs and expenses to be incurred for any subsequent
amendments or modification to this Agreement, shall be borne by the
Borrower.





12.2.  All
reasonable fees and legal costs incurred by a Bank and/or the Agent arising
from  occurrence of an Event of Default in exercising the rights under
this  Agreement and other relevant agreements, shall be borne by the
Borrower.





12.3.  If
the Borrower fails to pay the costs and expenses in accordance with
this  Agreement, the Agent has no obligation to advance same and may
require each of the Banks to advance same in accordance with the Risk Sharing
Ratio (or if the Borrower has not yet made any
Drawdown  at  such time, in accordance with the Commitment
Ratio), and the Agent  may  take the
relevant  action only upon receipt of such payments in full from the
Banks.  If the Agent has advanced such payment, the Banks shall
reimburse the Agent immediately upon demand, and if any Bank fails to make such
reimbursement timely, the Agent may directly deduct such payment
against  sums to be paid to the Banks under this
Agreement.  The Banks reimbursement obligations hereunder shall not be
affected by any assignment of such Bank’s right or obligation hereunder, and to
the extent such payment is not paid, the assignee bank shall assume same
accordingly.





12.4.  Neither
the Banks, the Arrangers nor the Agent is obliged to advance any payment(s) on
behalf of the Borrower.  However, if a Bank, an Arranger or the Agent
has done so, the Borrower shall reimburse them for same immediately upon demand,
failing which interest at the Default Rate (on a floating rate basis) shall be
payable on such payment commencing from the date of advance by the Bank(s), the
Arranger(s) or the Agent until such reimbursement is actually made by the
Borrower.








ARTICLE
XIII.  NOTICES AND PAYMENTS BY
AGENT.





13.1.  Notices
made under this Agreement shall be made in writing (by letter or fax) in
accordance with relevant provisions of this




31




Agreement;
in addition: (a) notices made to the Borrower or the Agent shall be delivered to
the address or fax number set out below in this Agreement (or such other address
or fax number subsequently notified in writing); (b) notices made to a Bank
shall be delivered to the address or fax number of the relevant Bank as set out
in SCHEDULE Iof this
Agreement (or such other address or fax number subsequently notified in
writing); (c) monies payable by the Borrower/the Agent to the Agent/the Banks
under this Agreement, if made by electronic transfer, shall be remitted to the
relevant Banks/the Agent by the inter-bank remittance system to the account
detailed in SCHEDULE Iof this Agreement or detailed below (or such other account
subsequently  notified in writing).  Notices delivered in
person shall  be  deemed duly delivered when so delivered;
notices sent by prepaid registered post shall be deemed duly delivered five (5)
days after posting; notices sent by fax shall be confirmed by delivering written
confirmations and such notices shall be deemed delivered when the written
confirmations thereto have been received:





32





(a)
            To
      Borrower:
            ADVANCED SEMICONDUCTOR
      ENGINEERING INC.




Address:
            _________________________________________


_________________________________________
 _________________________________________
 TEL
      No:
                  _____________________________
 Fax
      No:
                    _____________________________


Contact:
              _____________________________ A/C
      Name:
                _____________________________


A/C
      No.:
            _____________________________






(b)
            To
      Agent:
            CITIBANK, N.A., TAIPEI
      BRANCH




Address:
            _________________________________________


_________________________________________
 _________________________________________
 TEL
      No:
                  _____________________________
 Fax
      No:
                    _____________________________


Contact:
              _____________________________




13.2.  Any
party that changes its address, telephone number, fax number or remittance
account shall immediately notify the Agent and other parties under this
Agreement in writing.  In the absence of such notice, the change shall
not be binding as against the Agent or the other parties of this
Agreement.








ARTICLE
XIV.  NON-WAIVER.  The rights and
remedies of the Agent, the Arrangers and the Banks under this Agreement and the
related agreements shall be in addition to,
and  not  exclusive of, any  rights or remedies
which the Agent, any Arranger or any Bank has under the law, and no delay by the
Agent, any Arranger or any Bank in exercising any power, privilege or right
shall operate  as a  waiver thereof, nor shall any single or
partial exercise of any power, privilege or right preclude other or further
exercise thereof or the exercise of any other power, privilege or
right.








ARTICLE
XV.  AMENDMENT AND
ASSIGNMENT.





15.1.  An
amendment or modification to this Agreement shall be made in writing and shall
be agreed to by the Borrower,  the Arrangers, the Agent and the Banks;
provided, that,
amendments relating to those  matters  which
are  not directly related to the  Borrower shall require
only the consent of the Agent and the Majority Banks and shall be made in
writing  without the consent of the Borrower (although the Borrower
shall be notified of such amendment in writing).





15.2.  The
Banks, the Arrangers and the Agent agree that for those matters  which
are  otherwise  provided for in this Agreement or those
matters which have been expressly stipulated hereunder, the




33




relevant
provisions or stipulations shall apply.  Separate from such provisions
or stipulations, all matters relating to: (a) amendment to the validity period,
availability or Commitment  Termination Date of this Facility, (b)
amendment to the currency, amount, the interest/fee rate or due date of a
payment, (c) increase of the Total Commitment under this Agreement, (d)
amendment  to  the definition of “Majority Banks”, (e)
amendment to Sections 15.1, 15.2 or 15.3 of this Agreement, or (f) the removal
of all or part of the financial ratios (but not including the amendments
thereof) which shall be subject to the written consent of all of the Banks, all
other amendments or modifications to the Agreement, waiver of an Event of
Default, or modification to other matters relating to this Agreement may be
amended, waived or revised  based  on the written consent of
the Majority Banks (a decision by the Majority Banks in accordance with such
provision shall be binding on all of the Banks and the Arrangers).





15.3.  In
respect of a waiver, amendment or modification to be made by the written consent
of all of the Banks or the Majority Banks, each of the Banks, the Arrangers and
the Agent hereby agree and unconditionally authorize the Agent to execute the
relevant documents, for and on behalf of all of the Banks, the Arrangers and the
Agent, in accordance with the written consent of all of the Banks or the
Majority Banks, as applicable (acts of the Agent in accordance with this
provision shall be binding on all of the Banks and the Arrangers).





15.4.  This
Agreement shall be binding on the assignees or successors of each party to this
Agreement, or any other person who assumes or succeeds to the rights or
obligations of such party according to law; provided, that the
Borrower may not assign its rights or obligations under this Agreement without
the prior written consent of the Agent and all of the Banks.





15.5.  A
Bank may at any time  with  notice  to (but
without the consent of) the Borrower, the Agent or any other Bank change its
lending office for this Facility, and may, by no less than 5 Business Days prior
written notice (in form of EXHIBIT VIII hereto) to the
Agent and the Borrower, assign
or  transfer  its  rights and/or
obligations  hereunder  without the consent of
the  Agent or any other Banks; provided, that except
as agreed by the Borrower or after occurrence of an event under Section 9.1 of
this Agreement, (a) such shall not cause any additional cost to the Borrower and
(b) the assignee shall agree in writing to the Agent to be bound by this
Agreement.  In respect of each such assignment, the Bank proposing to
assign its rights and/or obligations shall pay (or cause the assignee to pay)
the Agent a processing fee of US$2,000 for each assignment;  provided, that each
party hereto acknowledges and agrees that, to facilitate the Borrower’s timing
requirements, the Loans will be advanced by the Banks executing this
Agreement.  To
complete  the  syndication  arrangement as
contemplated, each Bank may, within the coming one month period, transfer its
rights and obligations hereunder to  other financial
institutions.  In




34




this
regard:





(a) The
Borrower  hereby  agrees to such  transfers and
agrees that  it shall, if required by the Agent, further execute such
document as necessary to accommodate such transfers.





(b)  To accommodate such
transfers and allocation, the first Interest Period shall be a 1-month
period.





(c)  No processing fee for
such transfers shall be payable.





15.6.  A
Bank may enter into a risk participation agreement with other person(s) in
respect of its  claim under  this Agreement, without being
required to notify the Borrower the Agent or any other Bank; provided, that such
other party may not assert any right of claim against the Borrower or any other
party under this Agreement.





15.7.  In
addition to  disclosure of information according to relevant laws and
regulations, the  Agent and the  Bank may from time to time
provide contents of this Agreement, or information held by it concerning the
Borrower or the parties related to this Agreement, to its head office, parent,
affiliate or an assignee of the rights under this  Facility or a
person sharing the risks (including potential assignee or participant), the
Joint Credit Information Center, a credit assessment institution, a trustee for
asset securitization program, a  credit  rating institution,
or other  institutions  that provides outsourcing services
to  the Agent or the Banks
without  consent  of  the Borrowers or the
relevant parties.





15.8.  Compliance
with applicable “know your customer” anti-money laundering laws and regulations
(collectively, “AML
Compliance”) is the responsibility of each Bank, and the Agent shall not
be responsible for any Bank’s AML Compliance.  The Borrower shall
promptly upon the request of the Agent or any Bank supply such documentation and
other evidence as is reasonably requested by the Agent or any Bank  in
order for the Agent, such Bank or any prospective assignee or sub participant to
carry out and be satisfied with the results of all AML Compliance or other
checks in relation to any person that it is required (under any applicable law
or regulation) to carry out in respect of the transactions contemplated
hereby.  The Agent and the Banks may disclose to any relevant tax
authority the information or materials of the Borrower in respect of this
Agreement or  make any other necessary  disclosure after
giving notice to the Borrower.





15.9.  The
Borrower acknowledges that communications made by the Agent may be made by
email, fax or other electronic means which may not be secure or
reliable.  The Agent will not be liable to the Borrower for any such
security or reliability issues.  Also, the Agent may, if
it  deems  necessary  to do so, monitor, record or
retain communications between the Agent and the Borrower.




35




15.10.  Each
Bank shall inform the Agent of any merger or change of its name or organization
structure and, if required by the Agent, shall provide the Agent such legal
opinion acceptable to the Agent to prove  that its legal
capacity  remain unchanged.  Otherwise, the Bank shall, upon
request by Agent, execute and deliver to the Agent, at its own costs,
such  assignment document transferring rights and obligations to
the  entity surviving the  name change, reorganization or
merger.





15.11.  The
Borrower agrees that, each of the Banks may outsource the debt collection with
respect to this Facility to a third party in accordance with
“Rules  Governing  the Internal Operational System and
Procedures for Outsourcing Services By the Financial Institutions” promulgated
by the competent authority and other relevant laws and regulations.








ARTICLE
XVI.  GOVERNING
LAW.  This Agreement shall be governed by the laws of the
ROC.  Any matters not fully stipulated within this Agreement shall be
in accordance with relevant laws of the ROC.








ARTICLE
XVII.  JURISDICTION.All of the
parties hereto agree that with respect to litigation in connection with this
Agreement, the Taipei District Court of Taiwan shall have jurisdiction as the
court in the first instance; provided, that this
article does not preclude any rights of the Agent or the Banks to undertake any
other legal proceedings against the Borrower in any other courts or any other
jurisdiction in pursuit of repayment.




BORROWER:
              ADVANCED
      SEMICONDUCTOR ENGINEERING INC.By:ARRANGER
              CITIBANK,
      N.A., TAIPEI BRANCHAND
      AGENT:By:
  36
  ARRANGER:
              THE
      SHANGHAI COMMERCIAL & SAVINGS BANK, LTD.By:ARRANGER:
              CHINATRUST
      COMMERCIAL BANK, LTD.By:ARRANGER:
              TAISHIN
      INTERNATIONAL BANK LTD.By:ARRANGER:
              CALYON,
      TAIPEI BRANCHBy:ARRANGER:
              STANDARD
      CHARTERED BANK (TAIWAN) LIMITEDBy:
  37
  ARRANGER:
              THE
      HONGKONG AND SHANGHAI     BANKING CORPORATION
      LTD., TAIPEI BRANCHBy:ARRANGER:
              HUA
      NAN COMMERCIAL BANKBy:ARRANGER:
              BANK
      OF TAIWANBy:BANK:
              CITIBANK,
      N.A., TAIPEI BRANCHBy:BANK:
              THE
      SHANGHAI COMMERCIAL & SAVINGS BANK, LTD.
  By:




38




BANK:
              CHINATRUST
      COMMERCIAL BANK, LTD.By:BANK:
              TAISHIN
      INTERNATIONAL BANK LTD.By:BANK:
              CALYON,
      TAIPEI BRANCHBy:BANK:
              STANDARD
      CHARTERED BANK, TAIPEI BRANCHBy:BANK:
              THE
      HONGKONG AND SHANGHAI BANKING CORPORATION LTD., TAIPEI
    BRANCHBy:
  39
  BANK:
              HUA
      NAN COMMERCIAL BANKBy:BANK:
              BANK
      OF TAIWANBy:BANK:
              MEGA
      INTERNATIONAL COMMERCIAL BANKBy:




40




THE BANKS, COMMITMENT
      AND COMMITMENTS
                SCHEDULE
      I




SYNDICATE
      BANKS
              COMMITMENT
      (NTD)
              PROPORTIONAL
      COMMITMENTSCITIBANK,
      N.A., TAIPEI BRANCH
              US$21,500,000THE
      SHANGHAI COMMERCIAL
              US$21,500,000&
      SAVINGS BANK, LTD.CHINATRUST
      COMMERCIAL BANK, LTD.
              US$21,500,000TAISHIN
      INTERNATIONAL BANK LTD.
              US$21,500,000CALYON,
      TAIPEI BRANCH
              US$21,500,000STANDARD
      CHARTERED BANK,
              US$21,500,000TAIPEI
      BRANCHTHE
      HONGKONG AND SHANGHAI BANKING
              US$21,500,000
 CORPORATION
      LTD., TAIPEI BRANCH
  - SCHEDULE
I (1) -


HUA
      NAN COMMERCIAL BANK
            US$21,500,000BANK
      OF TAIWAN
            US$21,500,000MEGA
      INTERNATIONAL COMMERCIAL BANK
            US$6,500,000


Total
Commitment:


US$
200,000,000




- SCHEDULE
I (2) -




SCHEDULE
II





Acquisition








- translation omitted
-












- SCHEDULE II
-













EXHIBIT
I
  Drawdown
Request/Loan Application
   -translation
omitted-
     - EXHIBIT
I -
 
  EXHIBIT
I-1
   BorrowerNoticeto
Agent
   -translation
omitted-
   - EXHIBIT
I-1 -
 
  EXHIBIT
II
  Agent
Notice to Banks
   -translation
omitted-
   - EXHIBIT
II -
 
  EXHIBIT
III
   PROMISSORY
NOTE
   Issuing
      Date: ____________Payable
      In Taipei, Taiwan
  Amount:
US$200,000,000
  FOR
VALUE RECEIVED, the undersigned hereby unconditionally promises to pay to the
order of Citibank, N.A., Taipei Branch on _____________________ at the
office of Citibank, N.A., Taipei Branch in
Taipei, Taiwan, Two Hundred Million US Dollars (US$200,000,000) and interest
thereon from _______________ to the date of actual payment hereon at the rate of
_______% per annum.Demand,
protest and/or other notice of any
kind being hereby expressly waived.
   MAKER:
  ADVANCED
SEMICONDUCTOR ENGINEERING INC.
    By:
______________________
     - EXHIBIT
III -
 
  EXHIBIT
IV
    NOTE
AUTHORIZATION
    To:      CITIBANK,
N.A., TAIPEI BRANCH
 (the
"Agent")
  Date:
      ______________
  With
regard to the
US$200,000,000Syndicated
Loan Agreement dated [      ], 2008 (the “Loan
Agreement”), entered into by and among the undersigned as borrower and the banks
named therein (the “Banks”), under which you act as the Agent, the undersigned
has delivered or will deliver to the Agent a promissory note issued by the
undersigned in favor of the Agent in accordance with the Loan Agreement (the
“Note”) as evidence of the undersigned’s obligations to the Banks under the Loan
Agreement.
  The
undersigned agrees that, the Agent shall have the right to exercise the various
rights under the Note delivered by the undersigned according to the Loan
Agreement and any note hereafter delivered to the Agent in replacement thereof
or substitution therefor (the “Replacement Note”)
for the benefit of the Agent and all the Banks in the capacity of a joint and
several creditor in the manner contemplated by the Loan Agreement, including but
not limited to presentation for payment.
  The
undersigned hereby expressly and irrevocably authorizes the Agent and any of the
Agent’s agent or employees, with full rights of substitution, at any time after
the occurrence of an Event of Default as defined in the Loan Agreement and in
the discretion of the Agent, to fill in the maturity date, the date from which
interest thereon is to accrue and interest rate (based on the Default Rate
provided for in the Loan Agreement) on the Note or Replacement
Note.
  The
undersigned acknowledges and agrees that any action taken by the Agent pursuant
to this Authorization shall be absolutely binding on the
undersigned.
  This
authorization is irrevocable and may not be limited in any manner
whatsoever.  This authorization shall remain effective until the date
that all sums owing to or which shall
   - EXHIBIT
IV (1) -
 
  become
owing to the Banks under the Loan Agreement have been fully paid.
  The
undersigned (maker):
   ADVANCED
SEMICONDUCTOR ENGINEERING INC.
   By:
______________________
    - EXHIBIT
IV (2) -
 
  EXHIBIT
V
   CERTIFICATE
  -translation
omitted-
    - EXHIBIT
V -
 
   EXHIBIT
VI
 
 
 LETTER OF
UNDERTAKING
 
 To:
Citibank, N.A., Taipei Branch
 (the
“Agent”)
 
 To meet
the funding necessary for the Acquisition, the undersigned entered into a
NT$24,750,000,000 Syndicated Loan Agreement dated March 3, 2008 (the “NTD
Syndicated Loan Agreement”) with certain banks for which Citibank, N.A., Taipei
Branch  acts as agent therefor, under  which the banks
named  therein  offered a credit line in NT Dollars to the
undersigned (the “NTD Facility”).
 
 As
the  banks under this  Agreement
have  separately  agreed to provide a loan in US Dollars
to  the  undersigned to replace part of the NTD Facility to
finance the Acquisition, the undersigned states, confirms and undertakes
that:
 
 1. As of
the issuance of this Letter of Undertaking, NT$[   ] have been
drawn down from the NTD Facility, with NT$[    ] remaining
undrawn.
 
 2. The
undersigned has applied for changes to the conditions (the loan purposes and
availability period) of the NTD Facility, but has
not  yet  received a reply from all
the  banks.   If the undersigned’s application for
changes to the conditions of the NTD Facility is approved such that the
undersigned may continue utilizing the NTD Facility, the undersigned shall
ensure that an amount under the NTD Facility equal to at least US$200,000,000
will not be drawn to finance the Acquisition.
 
 3. If the
undersigned’s application for changes to the conditions of the NTD
Facility  is not accepted, the undrawn amount under the NTD Facility
shall automatically terminate and the undersigned shall not further apply for
any  changes,  extension or drawdown in respect of the NTD
Facility.
 
 
 The
undersigned:
 
 ADVANCED
SEMICONDUCTOR ENGINEERING INC.
 
 By:
 
 
 Date:
______________
   - EXHIBIT
VI (1) -
 
  EXHIBIT
VII
   LETTER
OF UNDERTAKING
  -translation
omitted-
   - EXHIBIT
VII -
 
  EXHIBIT
VIII
   TRANSFER
NOTICE
 (SAMPLE)
   TO:
                ADVANCED
      SEMICONDUCTORENGINEERING
      INC. (the “Borrower”)CITIBANK,
      N.A., TAIPEI BRANCH(the
      “Agent”)
  Subject:
                Syndicated
      Loan Agreement dated as of ________, 2008 (the “Loan Agreement”), entered into by and among
      the Borrower, the Agent and the Banks for the facility in an aggregate
      amount of US$200,000,000
   Explanation:
  1.
                  *【__________
      and _____________ are Banks as defined in and under the Loan
      Agreement】
      【________
      is a Bank as defined in and under the Loan Agreement but __________ is not
      the original Bank as defined in and under the Loan Agreement】.
  2.
                Pursuant
      to an assignment agreement, dated ____________, entered into by and
      between _______________ and _______________, _______________ has agreed to
      assign to _______________, and _______________ has agreed to assume from
      _______________, a portion of its Commitment in the amount of
      _______________ as well as the rights and obligations in connection
      therewith.  Such assignment shall become effective as of
      ___________.
  3.
                After
      and as a result of such assignment, the Commitments of _______________ and
      _______________ shall become as
follows:
  (1)
                _______________:
      in an aggregate principal amount of _________.(2)
                _______________:
      in an aggregate principal amount of
_________.
  4.
                All
      notices to be made to __________ in relation to the aforementioned
      Facility and Loan Agreement shall, in accordance with Article _____ of the
      Loan Agreement, be
    - EXHIBIT
VIII (1) -
 
  delivered
      to the address or fax number of ________ as set out below and all funds
      payable to __________ shall, by the inter-bank remittance system, be
      remitted to the account number of __________ listed
  below.【Full
      Name of the Assignee Bank】
                  Address:
                  TEL
      No:
                  Fax
      No:
                  Contact:
                  Account
      No:
  5.
                We
      hereby notify you pursuant to Section ____ of the Loan Agreement, 【and
      enclose herewith a check in the amount of US$2,000 for payment of
      processing fee for such transfer】.
   ________________________
 Authorized
 Signatory:
_________________
   ________________________
 Authorized
 Signatory:
_________________
   Date:
_________________
  - EXHIBIT
VIII (2) -
 
   *    *    *    *    *    *    *    *    *    *
  Confirm
receipt of the aforementioned Notice, and confirm that such assignment shall
become effective from ___________.
   Borrower:ADVANCED SEMICONDUCTOR ENGINEERING INC.
  Agent:  CITIBANK,
N.A., TAIPEI BRANCH
  Date:
___________________
     (*
choose applicable one)
 (*
adjust the content according to the situation)
    - EXHIBIT
VIII (3) -