**Exhibit 4.51****AMENDMENT NO. 1****TO****ASSET PURCHASE AGREEMENT****among****STATS CHIPPAC (THAILAND) LIMITED.****and****STATS CHIPPAC LTD****and****LSI (THAI) LTD.****And****LSI CORPORATION****DATED 2 OCTOBER 2007**
 

 
**AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT****THIS AMENDMENT NO. 1 TO THE ASSET PURCHASE AGREEMENT**(this “**Amendment**”) is made as of the 2nd dayof October 2007 by and among:**1.** **STATS CHIPPAC (THAILAND) LIMITED.**a corporation organized under the laws of the Kingdom ofThailand (**“Buyer”**); **2.** **STATS CHIPPAC LTD**, a corporation organized under the laws of Singapore (“**Buyer Guarantor**”); **2.** **LSI (THAI) LTD.**, a corporation organized under the laws of the Kingdom of Thailand(**“Seller”**); and **4.** **LSI CORPORATION**, a corporation organized under the laws of Delaware, USA (**“SellerGuarantor”**).Buyer, Buyer Guarantor, Seller and Seller Guarantor are hereinafter collectively referred to as the**“Parties”**and individually as a **“Party”**.**RECITALS:**A. **WHEREAS**, the Parties entered into an Asset Purchase Agreement dated 25 July 2007 (the “**APA**”). B. **WHEREAS**, the Parties wish to make certain amendments to the APA as set out in this Amendment.**NOW THEREFORE**, having regard to the above and based on the mutual promises and covenants containedherein, the Parties hereby enter into this Amendment and agree as follows:1. Definitions. Unless the context otherwise requires, capitalized terms used in thisAmendment, including but not limited to the recitals and exhibits and schedules, but nototherwise defined herein shall have their respective meanings set forth in the APA, subject toany capitalized terms which are amended in this Amendment. 2. Amendment to the APA. The Parties expressly amend the following Sections andSchedules in the APA: (i) Section 4.2. Section 4.2 of the APA is hereby supplemented byinserting the following new Section 4.2(f):    “(f) The parties hereby agree that to the extent that the parties are required toconvert the US$50,000,000 (Fifty Million United  States Dollar) payment to be made by Buyerpursuant to Section 4.2(a)(i) on the Closing Date from US$ to Baht, the conversion rate tobe used shall be the Bank of Thailand mid-rate quoted on 25 September 2007 of 34.21 Baht per US$. The parties hereby further agree that to
 

 
  the extent a notional conversion of the Purchase Price from US$ to Baht is required for thecomputation of any Tax that is payable by the parties, the parties hereby agree to use theconversion rate based on the Bank of Thailand mid-rate quoted on 25 September 2007 of 34.21Baht per US$ for conversion of US$ to Baht.” (ii) Schedule 2.2(m) (Excluded Assets (Identified Employees)). Schedule2.2(m) of the APA is hereby deleted in its entirety and replaced by a new Schedule2.2(m) attached hereto.  (iii) Schedule 5.18 (Selected Contracts). Schedule 5.18 of theAPA is hereby amended as follows: (a) Schedule 5.18 (Selected Contracts). Reference inSchedule 5.18 of the APA to contract no. 1, ‘Laurier Inc c/o Fico AsiaBhd Londonderry, NH 03053 US (Lease Equipment Supplier)’ is hereby deleted inits entirety.  (b) Reference in Schedule 5.18 of the APA to contract no.14, ‘Delat Design Singapore (consigned material from Supplier)’ is herebydeleted in its entirety and replaced by the following new contract no. 14:       **No** **Supplier Name** **LSI Affiliate Signing** 14 Malaysia Electronic Material (MEM) dated 1 June 2007 LSI Thai (c) Reference in Schedule 5.18 of the APA to contract no.23, ‘Connected (TLM)’ is hereby deleted in its entirety.  (d) Reference in Schedule 5.18 of the APA to contract no.34, ‘Advantest (ATE OEM)’ is hereby deleted in its entirety.  (e) Reference in Schedule 5.18 of the APA to contract no.35, ‘Agilent / Avago (ATE OEM)’ is hereby deleted in its entirety.  (f) Reference in Schedule 5.18 of the APA to contract no.36, ‘Teradyne (ATE OEM)’ is hereby deleted in its entirety. (iv) Schedule 9.5 (Necessary Consents). Schedule 9.5 of the APAis hereby amended as follows: (a) Reference in Schedule 9.5 of the APA to contract no.1, ‘Laurier Inc c/o Fico Asia Bhd Londonderry, NH 03053 US (Lease EquipmentSupplier)’ is hereby deleted in its entirety.  (b) Reference in Schedule 9.5 of the APA to contract no.14, ‘Delat Design Singapore (consigned material from Supplier)’ is hereby
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   deleted in its entirety and replaced by the following new contract no. 14:       **No** **Supplier Name** **LSI Affiliate Signing** 14 Malaysia Electronic Material (MEM) dated 1 June 2007 LSI Thai (c) Reference in Schedule 9.5 of the APA to contract no.28, ‘Advantest (ATE OEM)’ is hereby deleted in its entirety.  (d) Reference in Schedule 9.5 of the APA to contract no.29, ‘Agilent / Avago (ATE OEM)’ is hereby deleted in its entirety.  (e) Reference in Schedule 9.5 of the APA to contract no.30, ‘Teradyne (ATE OEM)’ is hereby deleted in its entirety.3. Pro-Rated Leave Entitlement; 13th Month BonusPayment. In furtherance ofthe intention set out in Section 8.4(b) of the APA, each of Seller and Buyer agrees that onClosing: (i) for each Transferred Employee, Seller shall pay Buyer (a) an amountequivalent to the pro-rated fixed monthly salary of the Transferred Employee for thenumber of the days the Pro Rated Leave Entitlement exceeds the Actual Leave Taken bysuch Transferred Employee, such amount to be computed based on such TransferredEmployee’s fixed monthly salary in accordance with the Seller’s prevailing policies;and (b) the thirteenth month salary of the Transferred Employee pro rated according tothe period that the Transferred Employee was employed by Seller in the calendar year2007 (such amount in paragraph (b), the “**Pro-Rated 13****th****Month Bonus**”);  (ii) for each Transferred Employee, Buyer shall pay Seller an amount equivalent tothe pro-rated fixed monthly salary of the Transferred Employee for the number of thedays the Actual Leave Taken exceeds the Pro Rated Leave Entitlement for suchTransferred Employee, such amount to be computed based on such Transferred Employee’sfixed monthly salary in accordance with the Seller’s prevailing policies;  (iii) in the event that the Pro Rated Leave Entitlement of a Transferred Employeeis equal to the Actual Leave Taken of a Transferred Employee, neither party shall beliable to the other party in respect of any payment for such Transferred Employeeexcept for the payments relating to the Pro-Rated 13th Month Bonus; and  (iv) in respect of each Transferred Employee, on or prior to 15 February 2007,Buyer shall (1) provide Seller with evidence of payment by Seller to each TransferredEmployee their respective Pro-Rated 13th Month Bonus entitlement; and (2)in the event a Transferred Employee resigns or is
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   terminated prior to 31 December2007, Buyer shall reconcile and reimburse Seller on or prior to 15 February 2008 anysums paid by Seller to Buyer pursuant to Section 3(i)(b) which either: (a) the Transferred Employee is not entitled to, due to his beingdismissed on any ground listed under section 119 of the Labour Protection Act;or  (b) is not paid by Buyer to the Transferred Employee on or priorto 31 January 2008.  For the purposes of Section 3 of this Amendment, the following definitions shall apply:   “**Pro Rated Leave Entitlement**” means the number of days of annual leave that a TransferredEmployee is entitled to in the calendar year 2007 pro rated for the period up to andexcluding the Closing Date.   “**Actual Leave Taken**” means in respect of each Transferred Employee the actual number ofdays of leave taken by such Transferred Employee for the period in the calendar year 2007up to and excluding the Closing Date. 4. Entire Agreement. The APA and all exhibits and schedules thereto, as expresslyamended by and together with this Amendment, constitute the entire agreement of the Parties.Except to the extent expressly amended by the provisions of this Amendment, the terms andconditions of the APA are hereby confirmed and shall remain in full force and effect. The APAand this Amendment shall be read and construed as one document and this Amendment shall beconsidered to be part of the APA and, without prejudice to the generality of the foregoing,where the context so allows, all references in the APA to “this Agreement”, “hereof”,“herein”, “herewith”, “hereunder” and words of similar, shall be read and construed asreferences to the APA as amended, modified or supplemented by this Amendment. 5. Counterparts. This Amendment may be executed in any number of counterparts,including facsimile counterparts sent by email or facsimile transmission, each of which shallbe deemed an original, but all of which together shall constitute one and the same instrumentand agreement. 6. Governing Law and Submission to Jurisdiction; Arbitration. The provisions of Section13.14 (Governing Law and Submission to Jurisdiction) and Section 13.15 (Arbitration) of theAPA shall apply to this Amendment mutatis mutandis and are hereby incorporated herein byreference as if set forth in full in this Amendment.
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**SIGNATURE PAGE**