Exhibit
4(l)









【English
Translation】





SYNDICATED
LOAN AGREEMENT































BORROWER:


ADVANCED
SEMICONDUCTOR ENGINEERING INC.






AGENT:


CITIBANK,
N.A., TAIPEI BRANCH






AMOUNT:


NT$24,750,000,000






Date:
March 3, 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
              Each
      DrawdownIV.
              INTEREST,
      FEES, PAYMENT AND YIELD PROTECTION4.1
              Commitment
      Fee4.2
              Loan
      Interest4.3
              Others
      and Fee Adjustment4.4
              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
              Initial
      Drawdown6.2
              Each
      DrawdownVII.
              REPRESENTATIONS
      AND WARRANTIESVIII.
              COVENANTSIX.
              DEFAULT9.1
              Event
      of Default
  
  9.2
              Determination
      of Default9.3
              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
      II
              AGENT
      NOTICE TO BANKSEXHIBIT
      III
              PROMISSORY
      NOTEEXHIBIT
      IV
              NOTE
      AUTHORIZATIONEXHIBIT
      V
              CERTIFICATEEXHIBIT
      VI
              TRANSFER
      NOTICE




SYNDICATED LOAN
AGREEMENT











THIS SYNDICATED LOAN AGREEMENT
(the "Agreement") is made
and entered into as of March 3, 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").





WITNESSETH:





WHEREAS, to facilitate the
Borrower’s 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
NT$24,750,000,000 as more detailed described 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 this Agreement, as used herein, the following terms shall
have




1




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 in an aggregate
principal amount of NT$24,750,000,000, 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 such 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 Banks whose then aggregate outstanding Loans to the
Borrower hereunder exceed 2/3 of the then aggregate outstanding Loans to the
Borrower by all the Banks under this Agreement or, if the Borrower has not drawn
any of the Commitment yet, 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 on 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 banking business day in Taipei City, Kaohsiung City,
New York, Singapore and Hong Kong; excluding a half–day Business
Day.





1.10.  
 “Loan” or
“Advance” shall
mean each NTD 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 each Advance, the period commencing
on the Drawdown Date and having a duration 30, 60 or 90 days as elected by the
Borrower in the




2




Drawdown
Request and each period thereafter commencing on the last day of the then
current Interest Period and having a duration of 30, 60 or 90 days as elected by
the Borrower by written notice to the Agent not later than the date falling two
(2) Business Days prior to the first day of the relevant Interest Period or,
failing such election, 90 days; provided, that (i)
the Interest Period commencing prior to any Repayment Date shall end on such
Repayment Date, (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, and (iii) with respect to amounts on which
interest is payable at the Default Interest Rate, the relevant Interest Period
shall be determined by the Agent.





1.12.  
 “Reference
Rate” shall mean, with respect to each Advance, (a) the primary market
commercial paper fixing rate for a tenor equal to (or, if such tenor does not
appear, the tenor which is the next longer tenor than) the tenor of such
Interest Period as shown, in all cases, on Reuters, screen page PRMCP at
approximately 11:30 A.M. on the date falling one (1) Business Day prior to the
first day of such Interest Period (“Determination Date”);
or (b) if the rate under (a) above is not available on the Determination Date,
the Reference Rate shall mean  the average (rounded upward, if
necessary, to the fourth decimal place, as notified by the Agent, of the fixing
rates for a tenor equal to the tenor of the relevant Interest Period (or if
rates are not being quoted for such tenor the next longer tenor for which rates
are quoted) on the Determination Date by each of China Bills Finance
Corporation, International Bills Finance Corporation and Mega Bills Finance
Corporation; or (c) if the rate under (b) above is not available on the
Determination Date, the Reference Rate shall mean the average of the base rates
of Huan Nan Commercial Bank, First Commercial Bank and Chang Hwa Commercial Bank
(the “Reference
Banks”) (“Reference Banks Base
Rate”).





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
mean 0.6% 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




3




to 0% and
less than 5%, then the Margin p.a. will be calculated as 0.5% 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 0.4% p.a.  Business tax and
stamp duty on the interest payments are to be borne 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 any date that the Borrower draws the
Commitment  pursuant to this Agreement, which shall be a Business Day;
“Drawdown”
shall mean the Borrower’s drawing of the Commitment pursuant to this Agreement;
and “Initial Drawdown
Date” shall mean the date of the initial Drawdown under this
Agreement.





1.17.  
 “Default
Rate” shall mean upon the occurrence of a circumstance to which the
Default Rate is applicable pursuant to this Agreement, the per annum interest
rate which is the Reference Banks Base Rate plus 2% p.a.  Such rate
shall change accordingly if the Reference Banks Base Rate changes.





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 directly, by the Borrower.





1.19.  
 “Commitment
Termination Date” shall mean the date falling 3 months after the date
hereof.





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





1.21.  
 “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 NT$ 24,750,000,000 for purposes
of financing  the Borrower’s funding needs to effect the
Acquisition.





2.2. 
    Term of Facility,
Availability Period and Repayment.





The
Facility has a five-year term, commencing on the date hereof (if the day falling
five years after the date hereof is not a Business Day, the Facility shall
expire on preceding




4




Business
Day thereof); provided,
that:





(1)  
 Each Bank is entitled to an option (the “Option”) to terminate
its Commitment in its entirety on the date falling three years after the date
hereof.  A Bank that intends to exercise the Option shall serve a
written notice to the Borrower and the Agent no later than the date falling 30
months after the date hereof (the consent of the Borrower, the Agent or any
other Bank shall not be not required).  The Option is available for
one time exercise only and shall expire and no longer be available if not
exercised by such date.  Following the exercise by the Banks of the
Options or the expiration thereof, the Agent shall notify the Borrower and all
Banks in writing of the remaining Commitment available under the
Agreement.





(2)  
The Commitment is not a revolving commitment, but  may be drawn in one
or more (but not more than three) installments in accordance with the terms of
this Agreement not later than the Commitment Termination Date.  Any
portion of the Commitment that have not been drawn down prior to the Commitment
Termination Date shall be cancelled automatically.





(3)  
The Loans shall be repaid in 8 repayment installments semi-annually, starting
from the date falling 18 months after the date hereof (each a “Repayment Date”), in
such amount as follows:





Date of
      Repayment
              
              
              Ratio
      of totalAdvance to be
      repaidthe
      date falling 18 months
              
              
              6.5%after
      the date hereofthe
      date falling 24 months
              
              
              6.5%after
      the date hereofthe
      date falling 30 months
              
              
              14.5%after
      the date hereofthe
      date falling 36 months
              
              
              14.5%after
      the date hereofthe
      date falling 42 months
              
              
              14.5%after
      the date hereofthe
      date falling 48 months
              
              
              14.5%after
      the date hereofthe
      date falling 54 months
              
              
              14.5%after
      the date hereofthe
      date falling 60 months
              
              
              14.5%after
      the date hereof
  5


If any
Repayment Date does not fall on a Business Day, such repayment shall take place
on the next preceding Business Day but the repayment schedule shall not
otherwise be affected, and all outstanding Loans and interests thereon shall be
paid in full on the last Repayment Date; provided, that if any
Bank exercises the Option to early terminate its Commitment hereunder, all
outstanding Loans and interest in respect of such Commitment shall be paid in
full on the date falling 3 years after the date hereof.





(4) 
 Except otherwise specified herein, with respect to each Bank’s Commitment
to be reduced as a result of repayment by the Borrower under the Agreement, each
such Commitment shall be reduced on a pro-rata basis in accordance with the
Commitment Ratio.  If it is technically impossible for each such
Commitment to be reduced strictly in accordance with the Commitment Ration, the
Agent may determine the actual reduction with respect to each Bank’s Commitment
based on its reasonable judgment, and no objection from the Borrower or any Bank
shall be made.  The Borrower may not draw down any Commitment so
reduced.





(5) 
The Borrower shall make all necessary payments  on such dates and in
such amounts to ensure that the Commitment shall be repaid and reduced in such
amounts and schedules as provided for hereunder.





2.3. Drawdown.





With
respect to Drawdown, the Borrower shall effect such 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, Reduction and
Cancellation.





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





2.4.2.  
Each Bank shall perform its Commitment and obligations under this Agreement to
provide the Loans based on its then valid/available Commitment; 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




6




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 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,
prepay its outstanding Loans in whole or in part without premium or penalty;
provided that:





(a)   
With respect to each such prepayment, the amount to be prepaid shall be in the
minimum amount of NT$500,000,000, and any portion of such prepayment in excess
of NT$500,000,000 shall be in multiples of NT$300,000,000 (unless the entire
outstanding balance of the Borrower’s Loan is less than NT$500,000,000, or the
portion of the Borrower’s outstanding Loan in excess of NT$500,000,000 is not a
multiple of NT$300,000,000, in which case the Borrower must prepay the entire
outstanding balance of its 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 Loans to be repaid 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 drawn down again.  Following
each prepayment, each Bank’s Commitment shall be reduced on a pro-rata
basis, based on the ratio of each Bank's outstanding Loan to the Borrower to the
sum of all the Banks' outstanding Loans to the Borrower.  If it is
technically impossible for each Bank’s Commitmnt to be reduced in accordance
with the aforesaid ratio, the Agent may determine the actual allocation of such
reduction of




7




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.  
The amounts prepaid shall be applied to prepayment of the Loans pro-rata to each
of the remaining Repayment Installments to reduce the amount of each remaining
Repayment Installment (without affecting the schedule and dates of the repayment
hereunder).





2.4.6.  
Unless otherwise provided by this Agreement, no Commitment under this Agreement
may be cancelled absent the prior consent of all the Banks.





2.4.7.   In
cases where a Bank exercises the Option, once the Commitment of such Bank is
repaid in full, such Bank shall no longer be a Bank as defined
herein.








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, drawdown the Loans/Advances pursuant to this
Agreement.  Each  Drawdown shall be effected pro-rata to the
Commitment Ratio of each Bank.





3.1.2.  
The Commitment is not a revolving commitment but may be drawn in one or more
(but in any event, not more than three) installments.





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




3.1.4.  
Unless otherwise agreed by the Agent, the amount of each Loan to be drawn shall
be in the minimum amount of NT$1,000,000,000; provided, unless
otherwise provided by the Agreement, if the balance of the undrawn Commitment is
less than such minimum, the amount to be drawn shall be the then entire balance
of such undrawn Commitment.





3.2.   
  Each
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 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




8




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 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 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, which interest shall be based on the
highest interest rate for overnight funding as shown on the PIBC page of Reuters
Screen (“PIBC
Overnight Rate”), calculated for the period from the Drawdown Date to




9




the date
of the Agent's actual receipt of the refunds thereof (the Agent shall issue to
the Borrower 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 overnight interest paid to the Agent 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 NT Dollars
at the applicable Interest Rate, calculated on the basis of a 365-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 NT 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




10




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 should notify the Agent.  Upon
receipt of such notice, at the next payment period, the Agent should calculate
business tax at the rate of 2%.  The Agent, however is not obligated
to verify the Banks’ business tax and may continue to calculate the business tax
at 5%.





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 should 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 should 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, 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 NT Dollars before 1:00 pm (Taipei time) on the due
date.





4.4.2.  
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




11




immediately
preceding the due day.





4.4.3.   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 365-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.





4.4.4.  
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
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




12




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 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




13




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
Facility and 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.





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




14




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.  
  Initial
Drawdown.  The Borrower’s initial Drawdown of the Facility
under this Agreement is subject to the conditions precedent that, at least three
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
evidence that the person(s) signing this Agreement and other related documents
on behalf of the Borrower have been duly authorized by the
Borrower;





15


(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 I.D 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 government 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;





(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;





(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;





(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.     
Each
Drawdown.  With respect to each Drawdown (including the Initial
Drawdown) of the Facility by the Borrower, the




16




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 3 Business Days (at 10:00
am) prior to the requested date for each such Drawdown, the Drawdown Request
duly executed by the Borrower; and





(2)  
As of each 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, except
for those approvals or consents of the competent authorities of the R.O.C.,
Singapore and the U.S.A. (which have been obtained and remain current and
valid), it is not necessary for the Borrower to obtain any consent from any
third party.





7.6.     
The Borrower has sufficient capital and operation ability to conduct its
business, with assets more than its




17




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 as contained in the Information
Memorandum (“IM”) furnished by the Borrower to the Arrangers in September 2007
with respect to the Facility (a copy of which was forwarded by the Arrangers to
each Bank) 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.    
(a) There is no violation of law by the Borrower and no Event of Default has
occurred, (b) neither the Acquisition, this Agreement nor the Facility will
result in an Event of Default or Prospective Event of Default, (c) the Borrower
is not in default of any other contract where such default may affect the
Acquisition or this Facility, and (d) there is no other event which may have a
material adverse effect on the Acquisition, this Facility or the financial
business operation or prospect 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.





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).





18


7.12.   
The audited financial statements of the Borrower as at and for the period ended
June 30, 2007, 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 substitution therefor), the Borrower
shall, on or before the date falling 2 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




19




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 environmental,
pollution, waste disposal or security 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 law or 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 the measures that it has
adopted:  (a) any substantive or material change to the Borrower’s
business operations,  (b) any material change to the major
shareholders, directors, supervisors (excluding replacement of proxies appointed
by corporate shareholders), major management, financial conditions or major
assets 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; (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




20




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 other 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 no
Majority Banks consent shall 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)
hererof; 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
hererunder.





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 such persons 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, 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




21




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 authorize 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 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.





22


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 + Amortization


Interest
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 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 manner and 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 at least 51% of the total shareholding of ASE Test and
the effective control over the management of ASE Test.





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




23




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 shall fail 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 or not such payment becomes due by acceleration or
otherwise).





(2)    The
Borrower shall fail 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)    (a) 
The Borrower or any Subsidiary, whether as a primary obligor or a guarantor,
shall default in making payment of any sums under any other agreement (with any
Bank, any Arranger, the Agent or any third party); or (b) there shall occur 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.





(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 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.





24


(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 agreement, conversant, undertaking 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 shall nationalize, take custody or
control over or otherwise expropriate 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 shall be 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.





(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.





25


(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 the extent 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 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




26




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; 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 credit worthiness 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 credit worthiness,
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 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




27




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 if it 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.





10.6.    In
handling matters relating to the Commitment (such as advance, repayment,
reduction, 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 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




28




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 Banks 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 with obligation to pay will make the relevant payments to
the Agent in accordance with the Agreement, and may (but is not
obliged




29




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 at the PIBC overnight Rate.





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, in addition to exercising the various rights of
claim under this Agreement, shall also be entitled to (but are




30




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 pro-rata 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 pro-rata 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




31




Bank or
the Agent in 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




32




writing
(by letter or fax) in accordance with relevant provisions of this 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); (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:


(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
      BRANCHAddress:
              _________________________________________
 _________________________________________
 _________________________________________
 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




33




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
otherwise provided for in this Agreement, or those matters which have been
expressly stipulated hereunder, the relevant provisions or stipulations will
apply separate such provisions or stipulations, as well as all matters
relating to: (a) amendment to the validity period, availability or Commitment
Termination Date of this Facility, (b) amendment to the 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”, (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 (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.





34


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 VI 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 9.3 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 NT$50,000 for each assignment.





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




35




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.





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:
  36
  ARRANGER,
      AGENT
                CITIBANK,
      N.A., TAIPEI BRANCH&
      BANK:By:
 ARRANGER
      &
      BANK:
                CALYON,
      TAIPEI BRANCHBy:ARRANGER
      &
      BANK:
                CATHY
      UNITED BANKBy:ARRANGER
      &
      BANK:
                CHINATRUST
      COMMERCIAL BANK, LTD.By:ARRANGER
      &
      BANK:
                DBS
      BANK LTD., TAIPEI BRANCHBy:
  37
  ARRANGER
      &
      BANK:
                FIRST
      COMMERCIAL BANKBy:ARRANGER
      &
      BANK:
                THE
      HONGKONG AND SHANGHAI BANKING CORPORATION LTD., TAIPEI
      BRANCHBy:ARRANGER
      &
      BANK:
                HUA
      NAN COMMERCIAL BANKBy:ARRANGER
      &BANK:
                ING
      BANK N.V., TAIPEI BRANCHBy:
 ARRANGER
      &BANK:
                KBC
      BANK N.V TAIWAN, KAOHSIUNG BRANCHBy:ARRANGER
      &BANK:
                LAND
      BANK OF TAIWANBy:
  38
  ARRANGER
      &BANK:
                MEGA
      INTERNATIONAL COMMERCIAL BANKBy:ARRANGER
      &BANK:
                SUMITOMO
      MITSUI BANKING CORPORATION, TAIPEI BRANCHBy:ARRANGER
      &BANK:
                TAIPEI
      FUBON COMMERCIAL BANK CO., LTD.By:
  ARRANGER
      &BANK:
                BANK
      OF TAIWANBy:
  39
 ARRANGER
      &BANK:
                TAIWAN
      COOPERATIVE BANKBy:ARRANGER &BANK:
                CHANG
      HWA COMMERCIAL BANKBy:
 ARRANGER
      &BANK:
                TAISHIN
      INTERNATIONAL BANK LTD.By:BANK:
                OVERSEA
      CHINESE BANKING CORPORATION LIMITED, TAIPEI BRANCHBy:


BANK:
                E.
      SUN COMMERCIAL BANKBy:
  40
 BANK:
                MIZUHO
      CORPORATE BANK LTD., KAOHSIUNG BRANCHBy:BANK:
                TAIWAN
      BUSINESS BANKBy:
 BANK:
                UNITED
      OVERSEAS BANK, TAIPEI BRANCHBy:
  41






THE BANKS, COMMITMENT
      AND COMMITMENTS
              SCHEDULE
      I


SYNDICATE BANKS
              
              COMMITMENT (NTD)
              
              PROPORTIONAL COMMITMENTSCITIBANK,
      N.A., TAIPEI BRANCH
              
              NT$1,300,000,000CALYON,
      TAIPEI BRANCH
              
              NT$1,300,000,000CATHAY
      UNITED BANK
              
              NT$1,300,000,000CHINATRUST
      COMMERCIAL BANK, LTD.
              
              NT$1,300,000,000DBS
      BANK LTD., TAIPEI BRANCH
              
              NT$1,300,000,000FIRST
      COMMERCIAL BANK
              
              NT$1,300,000,000THE
      HONGKONG AND SHANGHAI BANKING
              
              NT$1,300,000,000CORPORATION
      LTD., TAIPEI BRANCH
 
 
 - SCHEDULE
I (1) -
 
 HUA
      NAN COMMERCIAL BANK
              
              NT$1,300,000,000ING
      BANK N.V., TAIPEI BRANCH
              
              NT$1,300,000,000KBC
      BANK N.V TAIWAN, KAOHSIUNG BRANCH
              
              NT$1,300,000,000LAND
      BANK OF TAIWAN
              
              NT$1,300,000,000MEGA
      INTERNATIONAL COMMERCIAL BANK
              
              NT$1,300,000,000SUMITOMO
      MITSUI BANKING CORPORATION,
              
              NT$1,300,000,000TAIPEI
      BRANCHTAIPEI
      FUBON COMMERCIAL BANK CO., LTD.
              
              NT$1,300,000,000BANK
      OF TAIWAN
              
              NT$1,300,000,000TAIWAN
      COOPERATIVE BANK
              
              NT$1,300,000,000
 
 - SCHEDULE
I (2) -
 
 CHANG
      HWA COMMERCIAL BANK
              
              NT$750,000,000TAISHIN
      INTERNATIONAL BANK LTD.
              
              NT$750,000,000OVERSEA
      CHINESE BANKING
              
              NT$650,000,000CORPORATION
      LIMITED, TAIPEI
      BRANCHE.
      SUN COMMERCIAL BANK
              
              NT$450,000,000MIZUHO
      CORPORATE BANK LTD.,
              
              NT$450,000,000KAOHSIUNG
      BRANCHTAIWAN
      BUSINESS BANK
              
              NT$450,000,000UNITED
      OVERSEAS BANK,
                TAIPEI
      BRANCH
              
              NT$450,000,000Total
      Commitment:
              
              NT$24,750,000,000




- SCHEDULE
I (3) -








SCHEDULE
II





Acquisition




-
translation omitted -


















-
SCHEDULE II -






EXHIBIT
I
  Drawdown
Request/Loan Application
  -translation
omitted-
   
 EXHIBIT
I-1
   Borrower
Notice to Agent
  -translation
omitted-
   
  EXHIBIT
II
  Agent
Notice to Banks
  -translation
omitted-
   
 EXHIBIT
III
   PROMISSORY
NOTE
   Issuing Date:
____________
 Payable In: Taipei,
Taiwan
   Amount:
NT$24,750,000,000
  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, ____________New Taiwan Dollars
(NT$24,750,000,000) 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
IV
    NOTE
AUTHORIZATION
    To:     
CITIBANK,
N.A., TAIPEI BRANCH
 (the
"Agent")
    Date:
______________
   With regard to the
Syndicated 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 undersigne’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 become
owing to the Banks under the Loan Agreement have been fully paid.
 The
undersigned (maker):
   ADVANCED
SEMICONDUCTOR ENGINEERING INC.
  By:
  
  EXHIBIT
V
    CERTIFICATE
  -translation
omitted-
   
  EXHIBIT
VI
    TRANSFER
NOTICE
 (SAMPLE)
   TO:   ADVANCED
SEMICONDUCTOR
 ENGINEERING
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 NT$
________________.
   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 to and under the Loan Agreement】.
   2.
                Pursuant
      to an assignment agreement, dated ____________, entered into by and
      between _______________ and _______________, _______________ has assigned
      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 has 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 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.
  Authorized
      Signatory:Authorized
      Signatory:Date:
 
   *     *     *     *     *     *     *     *     *              *
  Confirm
receipt of the aforementioned Notice.
   Borrowers:ADVANCED SEMICONDUCTOR ENGINEERING INC.
 
    Agent:                      CITIBANK,
N.A., TAIPEI BRANCH
  Date:
___________________
  (*
choose applicable one)
 (*
adjust the content according to the situation)