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                                                                  EXHIBIT 10.5.2

                                   FORM OF
                                   -------
                         AMENDMENT NO. 2 TO AMENDED AND
                         ------------------------------
                        RESTATED REGISTRATION AGREEMENT
                        -------------------------------


     THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED REGISTRATION AGREEMENT (this
"Amendment") is made and entered into as of July 13, 2000, by and among
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ChipPAC, Inc., a Delaware  corporation and successor by merger to ChipPAC, Inc.,
a California corporation (the "Company"), QUALCOMM Incorporated, a Delaware
                               -------
corporation ("QUALCOMM") and each of the other persons and entities listed on
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the signature pages hereto, which persons and entities are, effective as of the
date hereof, holders of not less than a majority of the Company's Registrable
Securities (as defined in the Original Agreement described in this Amendment).
This Amendment amends that certain Amended and Restated Registration Agreement
dated as of August 5, 1999, as amended by Amendment No. 1 thereto dated June 30,
2000, by and among the Company and each of the other shareholders of the Company
listed therein (collectively, the "Original Agreement").  Unless otherwise
                                   ------------------
provided in this Agreement, capitalized terms used herein shall have the
meanings set forth in the Original Agreement.

     WHEREAS, the Company and QUALCOMM are parties to that certain Class A
Common Stock Purchase Agreement dated as of July 13, 2000 (the "QUALCOMM
                                                                --------
Purchase Agreement"); and
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     WHEREAS, the execution and delivery of this Agreement is a condition to the
closing of the transactions contemplated by the QUALCOMM Purchase Agreement.

     NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties, and intending to be
legally bound hereby, the parties hereby agree as follows:

     1.  The second sentence of the first introductory paragraph of the Original
Agreement is hereby amended and restated in its entirety to read as follows:

     The Hyundai Shareholders, the Bain Shareholders, the SXI Shareholders,
Intel, CSFB, Sankaty, Sapphire and QUALCOMM are collectively referred to herein
as the "Shareholders," and each as a "Shareholder."
        ------------                  -----------

     2.  Section 1(a) of the Original Agreement is hereby amended by adding the
following sentence at the end of Section 1(a).

     "The holders of a majority of the QUALCOMM Registrable Securities may
     request registration under the Securities Act of all or part of the
     QUALCOMM Registrable Securities pursuant to a Long-Form Registration or a
     Short-Form Registration under the circumstances and as set forth in
     paragraph 1(j) below."
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          3.       The Original Agreement is hereby amended by adding the
following Section 1(j).

          "(j)     QUALCOMM Demand Registration Rights.  At any time after the
                   -----------------------------------
          Company's Common Stock is publicly traded on any national securities
          exchange or quoted as a NASDAQ "National Market Security" and prior to
          the seventh anniversary of the closing of the transactions
          contemplated by the QUALCOMM Purchase Agreement, the holders of a
          majority of the QUALCOMM Registrable Securities will be entitled to
          request one Long-Form Registration in which the Company will pay all
          Registration Expenses (the "QUALCOMM Demand Registration"); provided
                                      ----------------------------    --------
          that the Company will not be obligated to effect such QUALCOMM Demand
          Registration unless the holders of the QUALCOMM Registrable Securities
          request to include at least 50% of the QUALCOMM Registrable
          Securities.  The QUALCOMM Demand Registration will be a Short-Form
          Registration if the Company is permitted to use any applicable short
          form.  A registration shall not count as QUALCOMM's one permitted
          QUALCOMM Demand Registration until it has become effective (unless
          such registration has not become effective due solely to the fault of
          the holders requesting such registration) and unless the holders of
          QUALCOMM Registrable Securities are able to register and sell at least
          75% of the QUALCOMM Registrable Securities requested to be included in
          such registration; provided, however, that the holders of QUALCOMM
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          Registrable Securities shall not be entitled to request more than one
          such registration in any six month period even if the previous
          registration did not count as QUALCOMM's one permitted QUALCOMM Demand
          Registration.  Nevertheless, the Company shall pay all Registration
          Expenses in connection with any registration that was initiated as a
          QUALCOMM Demand Registration whether or not it has become effective
          and whether or not such registration has counted as QUALCOMM's one
          permitted QUALCOMM Demand Registration."

          4.       Section 1(f) of the Original Agreement is hereby amended and
restated as follows:

          "(f)     Priority on Demand Registrations.  The Company will not
                   --------------------------------
          include in any Demand Registration any securities which are not
          Registrable Securities without the prior written consent of (i) the
          holders of a majority of the Registrable Securities included in such
          registration, in the case of any Demand Registration other than a
          Hyundai Demand Registration, an Intel Demand Registration or a
          QUALCOMM Demand Registration, (ii) the holders of a majority of the
          Hyundai Registrable Securities in the case of a Hyundai Demand
          Registration, (iii) the holders of a majority of the Intel Registrable
          Securities in the case of an Intel Demand Registration and (iv) the
          holders of a majority of the QUALCOMM Registrable Securities in the
          case of a QUALCOMM Demand Registration.  If a Demand Registration is
          an underwritten offering and the managing underwriters advise the
          Company in writing that in their opinion the number of Registrable
          Securities and, if permitted hereunder, other securities requested to
          be included in such offering exceeds the number of Registrable
          Securities and other securities, if

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          any, which can be sold therein without adversely affecting the
          marketability of the offering, (i) in the case of any Demand
          Registration other than a Hyundai Demand Registration, an Intel Demand
          Registration or a QUALCOMM Demand Registration, the Company will
          include in such registration prior to the inclusion of any securities
          which are not Registrable Securities the number of Registrable
          Securities requested to be included which in the opinion of such
          underwriters can be sold without adversely affecting the marketability
          of the offering, pro rata among the respective holders thereof on the
          basis of the number of shares of Registrable Securities owned by each
          such holder, (ii) in the case of a Hyundai Demand Registration, the
          Company will include in such registration (A) first, the securities
          the holders of the Hyundai Registrable Securities propose to sell, pro
          rata among the respective holders thereof on the basis of the number
          of shares of Registrable Securities owned by each such holder, (B)
          second, the Registrable Securities requested to be included in such
          registration by the other holders of Registrable Securities, pro rata
          among such other holders on the basis of the number of shares of
          Registrable Securities owned by each such holder and (C) third, other
          securities requested to be included in such registration, (iii) in the
          case of an Intel Demand Registration, the Company will include in such
          registration (A) first, the securities the holders of the Intel
          Registrable Securities propose to sell, pro rata among the respective
          holders thereof on the basis of the number of shares of Registrable
          Securities owned by each such holder, (B) second, the Registrable
          Securities requested to be included in such registration by the other
          holders of Registrable Securities, pro rata among such other holders
          on the basis of the number of shares of Registrable Securities owned
          by each such holder and (C) third, other securities requested to be
          included in such registration and (iv) in the case of a QUALCOMM
          Demand Registration, the Company will include in such registration (A)
          first, the securities the holders of the QUALCOMM Registrable
          Securities propose to sell, pro rata among the respective holders
          thereof on the basis of the number of shares of Registrable Securities
          owned by each such holder, (B) second, the Registrable Securities
          requested to be included in such registration by the other holders of
          Registrable Securities, pro rata among such other holders on the basis
          of the number of shares of Registrable Securities owned by each such
          holder and (C) third, other securities requested to be included in
          such registration."

          5.        Section 1(h) of the Original Agreement is hereby amended and
restated as follows:

          "(h)      Selection of Underwriters.  The holders of a majority of the
                    -------------------------
          Bain Registrable Securities and the holders of a majority of the SXI
          Registrable Securities included in any Demand Registration (other than
          a Hyundai Demand Registration, an Intel Demand Registration or a
          QUALCOMM Demand Registration) will have the right to select the
          investment banker(s) and manager(s) to administer the offering,
          subject to the Company's approval, which will not be unreasonably
          withheld. The Company will have the right to select the investment
          banker(s) and manager(s) to administer any Hyundai Demand
          Registration,

                                      -3-
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          subject to the approval of a majority of the Hyundai
          Registrable Securities included in any Hyundai Demand Registration,
          which will not be unreasonably withheld.  The Company will have the
          right to select the investment banker(s) and manager(s) to administer
          any Intel Demand Registration, subject to the approval of a majority
          of the Intel Registrable Securities included in any Intel Demand
          Registration, which will not be unreasonably withheld.  The Company
          will have the right to select the investment banker(s) and manager(s)
          to administer any QUALCOMM Demand Registration, subject to the
          approval of a majority of the QUALCOMM Registrable Securities included
          in any QUALCOMM Demand Registration, which will not be unreasonably
          withheld."

          6.      The following clause is added to the end of the only sentence
of Section 3(a) of the Original Agreement (immediately before the period):

          "; provided that with respect to QUALCOMM, the agreement contained in
          this Section 3(a) shall only apply with respect to the Company's
          Initial Public Offering"

          7.      Section 9 of the Original Agreement is hereby amended by
adding the following definitions:

          "QUALCOMM Registrable Securities" means (i) any shares of Common Stock
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issued to QUALCOMM pursuant to the QUALCOMM Purchase Agreement, (ii) any equity
securities issued or issuable directly or indirectly with respect to the
securities referred to in clause (i) by way of stock dividend or stock split or
in connection with a combination of shares, recapitalization, merger,
consolidation or other reorganization, including a recapitalization or exchange
and (iii) any other shares of Common Stock held by Persons holding securities
described in clause (i) or (ii) above; provided that in the event that pursuant
to such recapitalization or exchange, Non-Participating Securities are issued,
such Non-Participating Securities will not be Registrable Securities.
Notwithstanding anything in this Agreement to the contrary, shares of Common
Stock or other equity securities of the Company that would otherwise constitute
QUALCOMM Registrable Securities shall not be considered QUALCOMM Registrable
Securities (and thus, not Registrable Securities) if the holder thereof can
sell, in any three (3) month period, all of such holder's shares or securities,
as applicable, without registration pursuant to Rule 144 under the Securities
Act.  As to any particular shares constituting QUALCOMM Registrable Securities,
such shares will cease to be QUALCOMM Registrable Securities when they have been
(x) effectively registered under the Securities Act and disposed of in
accordance with the registration statement covering them or (y) sold to the
public through a broker, dealer or market maker pursuant to Rule 144 (or by
similar provision then in force) under the Securities Act.

          8.      The definition of "Registrable Securities" set forth in
Section 9 of the Original Agreement is hereby amended and restated in its
entirety to read as follows:

          "Registrable Securities" means collectively the Hyundai Registrable
           ----------------------
Securities, the Intel Registrable Securities, the Bain Registrable Securities,
the SXI Registrable Securities,

                                      -4-
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the Financing Source Registrable Securities, the Sapphire Registrable Securities
and the QUALCOMM Registrable Securities. For purposes of this Agreement, a
Person will be deemed to be a holder of Registrable Securities whenever such
Person has the right to acquire such Registrable Securities (upon conversion or
exercise in connection with a transfer of securities or otherwise, but
disregarding any restrictions or limitations upon the exercise of such right),
whether or not such acquisition has actually been effected.

          9.      Effectiveness.  From and after the date of this Agreement, the
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holders of QUALCOMM Registrable Securities shall be a party to the Original
Agreement, as amended hereby, and shall have all of the rights and be subject to
all of the duties as a holder of QUALCOMM Registrable Securities.  Except as
otherwise set forth in this Amendment, the terms of the Original Agreement shall
remain in full force and effect and shall remain unchanged.

          10.     Integration.  Any reference in the Original Agreement to the
                  -----------
term "Agreement" is deemed to refer to both the Original Agreement as well as
the Original Agreement, as amended by this Amendment.

          11.     Miscellaneous.
                  -------------

          (a)     No Inconsistent Agreements. The Company will not hereafter
                  --------------------------
enter into any agreement with respect to its securities which is inconsistent
with or violates the rights granted to the holders of Registrable Securities in
this Agreement.

          (b)     Adjustments Affecting Registrable Securities. The Company will
                  --------------------------------------------
not take any action, or permit any change to occur, with respect to its
securities which would materially and adversely affect the ability of the
holders of Registrable Securities to include such Registrable Securities in a
registration undertaken pursuant to this Agreement or which would adversely
affect the marketability of such Registrable Securities in any such registration
(including, without limitation, effecting a stock split or a combination of
shares).

          (c)     Remedies.  The parties hereto agree and acknowledge that money
                  --------
damages may not be an adequate remedy for any breach of the provisions of this
Agreement and that any party hereto will have the right to injunctive relief, in
addition to all of its other rights and remedies at law or in equity, to enforce
the provisions of this Agreement.

          (d)     Amendments and Waivers. Except as otherwise provided herein,
                  ----------------------
the provisions of this Amendment may be amended or waived only upon the prior
written consent of the Company and holders of a majority of the Registrable
Securities; but if such amendment or waiver would treat a holder or group of
holders of Registrable Securities in a manner different from any other holders
of Registrable Securities, then such amendment or waiver will require the
consent of such holder or the holders of a majority of the Registrable
Securities of such group adversely treated.

          (e)     Successors and Assigns. This Amendment will be binding upon
                  ----------------------
and inure to the benefit of and be enforceable by the parties hereto and their
respective successors and assigns. In addition, and whether or not any express
assignment has been made, the provisions

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of this Amendment that are for the benefit of the holders of Registrable
Securities (or any portion thereof) as such will be for the benefit of and
enforceable by any subsequent holder of any Registrable Securities (or of such
portion thereof), subject to the provisions respecting the minimum numbers or
percentages of shares of Registrable Securities (or of such portion thereof)
required in order to be entitled to certain rights, or take certain actions,
contained herein.

          (f)     Severability. Whenever possible, each provision of this
                  ------------
Amendment will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Amendment is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or the effectiveness or validity of any provision in any
other jurisdiction, and this Amendment will be reformed, construed and enforced
in such jurisdiction as if such invalid, illegal or unenforceable provision had
never been contained herein.

          (g)     Counterparts. This Amendment may be executed simultaneously in
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two or more counterparts, any one of which need not contain the signatures of
more than one party, but all such counterparts taken together will constitute
one and the same agreement.

          (h)     Descriptive Headings. The descriptive headings of this
                  --------------------
Amendment are inserted for convenience only and do not constitute a part of this
Amendment.

          (i)     Governing Law. All issues concerning the enforceability,
                  -------------
validity and binding effect of this Amendment will be governed by and construed
in accordance with the laws of the State of California, without giving effect to
any choice of law or conflict of law provision or rule (whether of the State of
California or any other jurisdiction) that would cause the application of the
law of any jurisdiction other than the State of California.

          (j)     Notices. All notices, demands or other communications to be
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given or delivered under or by reason of the provisions of this Amendment will
be in writing and will be deemed to have been given when personally delivered or
received by certified mail, return receipt requested, or sent by guaranteed
overnight courier service. Such notices, demands and other communications shall
be sent to the addresses listed in the Original Agreement, the addresses
indicated below or, if no address is so indicated for any particular
Shareholder, at the address listed in the Company's records:

          If to QUALCOMM:
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          QUALCOMM Incorporated
          5775 Morehouse Drive
          San Diego, CA  92121
          Attn:  General Counsel

          With a copy to:
          --------------

          Cooley Godward LLP
          4365 Executive Drive, Suite 1100

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          San Diego, CA 92121-2128
          Attn:  Thomas A. Coll

or to such other address or to the attention of such other person as the
recipient party has specified by prior written notice to the sending party.

                                 *  *  *  *  *

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          IN WITNESS WHEREOF, the parties have executed this Amendment No. 2 to
Amended and Restated Registration Agreement on the day and year first above
written.


                              CHIPPAC, INC.


                              By:____

                              Its:___


                              QUALCOMM:

                              QUALCOMM INCORPORATED


                              By:____

                              Its:___



                              THE BAIN SHAREHOLDERS:

                              BAIN CAPITAL FUND VI, L.P.

                              By:   Bain Capital Partners VI, L.P.
                              Its:  General Partner

                              By:   Bain Capital Investors, Inc.
                              Its:  General Partner

                              By:___
                                    A Managing Director


                              BCIP ASSOCIATES II


                              By:___
                                    A General Partner
<PAGE>

                              BCIP ASSOCIATES II-B


                              By:___
                                    A General Partner


                              BCIP ASSOCIATES II-C


                              By:___
                                    A General Partner


                              BCIP TRUST ASSOCIATES II

                              By:   Bain Capital, Inc.
                              Its:  General Partner


                              By:___
                                    A Managing Director


                              BCIP TRUST ASSOCIATES II-B

                              By:   Bain Capital, Inc.
                              Its:  General Partner


                              By:___
                                    A Managing Director


                              PEP INVESTMENTS PTY., LTD.


                              By:____

                              Its:___


                              RANDOLPH STREET PARTNERS II


                              By:___
                                    A General Partner
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                              SXI GROUP LLC


                              By:____

                              Its:___