Ex-4.47 US$125,000,000 Syndicataed Agreement



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Exhibit 4.47



Confidential
Treatment Requested



The
portions of this document marked by “XXXXX” have been
omitted pursuant to a request for confidential
treatment and have
been filed spearately with the Securities and Exchange Commission









 





Dated 10 August 2006




STATS CHIPPAC LTD.




as Borrower




arranged by




OVERSEA-CHINESE BANKING CORPORATION LIMITED




with




OVERSEA-CHINESE BANKING CORPORATION LIMITED

acting as Agent




US$125,000,000

FACILITY AGREEMENT




	 	 	 
	
	 	ALLEN & GLEDHILL

ONE MARINA BOULEVARD #28-00

SINGAPORE 018989






 









 














TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 	 	 
	CLAUSE	 	 	 	 	 	 	 	 	PAGE
	 
	 	 	 	 	 	 	 	 	 	 
	1.
	 	DEFINITIONS AND INTERPRETATION	 	 	 	 	 	 	1	 
	 
	 	 	 	 	 	 	 	 	 	 
	2.
	 	THE FACILITY	 	 	 	 	 	 	10	 
	 
	 	 	 	 	 	 	 	 	 	 
	3.
	 	PURPOSE	 	 	 	 	 	 	10	 
	 
	 	 	 	 	 	 	 	 	 	 
	4.
	 	CONDITIONS OF UTILIZATION	 	 	 	 	 	 	11	 
	 
	 	 	 	 	 	 	 	 	 	 
	5.
	 	UTILIZATION	 	 	 	 	 	 	11	 
	 
	 	 	 	 	 	 	 	 	 	 
	6.
	 	REPAYMENT	 	 	 	 	 	 	12	 
	 
	 	 	 	 	 	 	 	 	 	 
	7.
	 	PREPAYMENT AND CANCELLATION	 	 	 	 	 	 	12	 
	 
	 	 	 	 	 	 	 	 	 	 
	8.
	 	INTEREST	 	 	 	 	 	 	15	 
	 
	 	 	 	 	 	 	 	 	 	 
	9.
	 	INTEREST PERIODS	 	 	 	 	 	 	16	 
	 
	 	 	 	 	 	 	 	 	 	 
	10.
	 	CHANGES TO THE CALCULATION OF INTEREST	 	 	 	 	 	 	16	 
	 
	 	 	 	 	 	 	 	 	 	 
	11.
	 	FEES	 	 	 	 	 	 	18	 
	 
	 	 	 	 	 	 	 	 	 	 
	12.
	 	TAX GROSS UP AND INDEMNITIES	 	 	 	 	 	 	18	 
	 
	 	 	 	 	 	 	 	 	 	 
	13.
	 	INCREASED COSTS	 	 	 	 	 	 	21	 
	 
	 	 	 	 	 	 	 	 	 	 
	14.
	 	OTHER INDEMNITIES	 	 	 	 	 	 	22	 
	 
	 	 	 	 	 	 	 	 	 	 
	15.
	 	MITIGATION BY THE LENDERS	 	 	 	 	 	 	23	 
	 
	 	 	 	 	 	 	 	 	 	 
	16.
	 	COSTS AND EXPENSES	 	 	 	 	 	 	23	 
	 
	 	 	 	 	 	 	 	 	 	 
	17.
	 	REPRESENTATIONS	 	 	 	 	 	 	24	 
	 
	 	 	 	 	 	 	 	 	 	 
	18.
	 	INFORMATION UNDERTAKINGS	 	 	 	 	 	 	27	 
	 
	 	 	 	 	 	 	 	 	 	 
	19.
	 	FINANCIAL COVENANTS	 	 	 	 	 	 	28	 
	 
	 	 	 	 	 	 	 	 	 	 
	20.
	 	GENERAL UNDERTAKINGS	 	 	 	 	 	 	29	 
	 
	 	 	 	 	 	 	 	 	 	 
	21.
	 	EVENTS OF DEFAULT	 	 	 	 	 	 	32	 
	 
	 	 	 	 	 	 	 	 	 	 
	22.
	 	CHANGES TO THE LENDERS	 	 	 	 	 	 	35	 
	 
	 	 	 	 	 	 	 	 	 	 
	23.
	 	CHANGES TO THE BORROWER	 	 	 	 	 	 	38	 
	 
	 	 	 	 	 	 	 	 	 	 
	24.
	 	ROLE OF THE AGENT AND THE ARRANGER	 	 	 	 	 	 	39	 
	 
	 	 	 	 	 	 	 	 	 	 
	25.
	 	CONDUCT OF BUSINESS BY THE FINANCE PARTIES	 	 	 	 	 	 	44	 
	 
	 	 	 	 	 	 	 	 	 	 
	26.
	 	SHARING AMONG THE FINANCE PARTIES	 	 	 	 	 	 	44	 
	 
	 	 	 	 	 	 	 	 	 	 
	27.
	 	PAYMENT MECHANICS	 	 	 	 	 	 	45	 
	 
	 	 	 	 	 	 	 	 	 	 
	28.
	 	SET-OFF	 	 	 	 	 	 	48	 
	 
	 	 	 	 	 	 	 	 	 	 
	29.
	 	NOTICES	 	 	 	 	 	 	48	 
	 
	 	 	 	 	 	 	 	 	 	 
	30.
	 	CALCULATIONS AND CERTIFICATES	 	 	 	 	 	 	49	 
	 
	 	 	 	 	 	 	 	 	 	 
	31.
	 	PARTIAL INVALIDITY	 	 	 	 	 	 	50	 
	 
	 	 	 	 	 	 	 	 	 	 
	32.
	 	REMEDIES AND WAIVERS	 	 	 	 	 	 	50	 
	 
	 	 	 	 	 	 	 	 	 	 
	33.
	 	AMENDMENTS AND WAIVERS	 	 	 	 	 	 	50	 
	 
	 	 	 	 	 	 	 	 	 	 
	34.
	 	COUNTERPARTS	 	 	 	 	 	 	51	 
	 
	 	 	 	 	 	 	 	 	 	 
	35.
	 	GOVERNING LAW	 	 	 	 	 	 	51	 
	 
	 	 	 	 	 	 	 	 	 	 
	36.
	 	ENFORCEMENT	 	 	 	 	 	 	51	 










THE SCHEDULES




	 	 	 	 	 
	SCHEDULE	 	 	PAGE	 
	 
	 	 	 	 
	SCHEDULE 1 The Original Lenders
	 	 	52	 
	 
	 	 	 	 
	SCHEDULE 2 Conditions Precedent
	 	 	53	 






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	SCHEDULE	 	 	PAGE	 
	 
	 	 	 	 
	SCHEDULE 3 Utilization Request
	 	 	54	 
	 
	 	 	 	 
	SCHEDULE 4 Form of Transfer Certificate
	 	 	55	 
	 
	 	 	 	 
	SCHEDULE 5 Form of Compliance Certificate
	 	 	57	 
	 
	 	 	 	 
	SCHEDULE 6 Permitted Security
	 	 	58	 
	 
	 	 	 	 
	SCHEDULE 7 Financial Definitions
	 	 	67	 
	 
	 	 	 	 
	SCHEDULE 8 Permitted Disposal
	 	 	79	 
	 
	 	 	 	 
	SCHEDULE 9 Permitted Merger
	 	 	83	 
	 
	 	 	 	 
	SCHEDULE 10 Timetables
	 	 	84	 






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THIS AGREEMENT is dated 10 August 2006 and made between:




	(1)	 	STATS CHIPPAC LTD., company registration number (199407932D) (the “Borrower”);
	 
	(2)	 	OVERSEA-CHINESE BANKING CORPORATION LIMITED (the “Arranger”);
	 
	(3)	 	THE FINANCIAL INSTITUTIONS listed in Schedule 1 as lenders (the “Original Lenders”); and
	 
	(4)	 	OVERSEA-CHINESE BANKING CORPORATION LIMITED, as agent of the other Finance Parties (the
“Agent”).





IT IS AGREED as follows:








	1.	 	DEFINITIONS AND INTERPRETATION






	1.1	 	Definitions
	 
	 	 	In this Agreement:
	 
	 	 	“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding
Company of that person or any other Subsidiary of that Holding Company.
	 
	 	 	“Authorization” means an authorization, consent, approval, resolution, licence, exemption,
filing, notarization or registration.
	 
	 	 	“Availability Period” means the period from and including the date of this Agreement to and
including the Termination Date.
	 
	 	 	“Available Commitment” means a Lender’s Commitment minus:






	 	(a)	 	the amount of its participation in any outstanding Loans; and
	 
	 	(b)	 	in relation to any proposed Utilization, the amount of its participation in any
Loans that are due to be made on or before the proposed Utilization Date,






		 	other than that Lender’s participation in any Loans that are due to be repaid or prepaid on
or before the proposed Utilization Date.
	 
	 	 	“Available Facility” means the aggregate for the time being of each Lender’s Available
Commitment.
	 
	 	 	“Board of Directors” means:






	 	(a)	 	with respect to a corporation, the board of directors of the corporation or any
committee thereof duly authorized to act on behalf of such board;
	 
	 	(b)	 	with respect to a partnership, the Board of Directors of the general partner of
the partnership;
	 
	 	(c)	 	with respect to a limited liability company, the managing member or members or
any controlling committee of managing members thereof; and




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	 	(d)	 	with respect to any other person, the board or committee of such person serving
a similar function.






	 	 	“Break Costs” means the amount (if any) by which:






	 	(a)	 	the interest (excluding the Margin) which a Lender should have received for the
period from the date of receipt of all or any part of its participation in a Loan or
Unpaid Sum to the last day of the current Interest Period in respect of that Loan or
Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day
of that Interest Period;






	 	 	exceeds:






	 	(b)	 	the amount which that Lender would be able to obtain by placing an amount equal
to the principal amount or Unpaid Sum received by it on deposit with a leading bank in
the London interbank market for a period starting on the Business Day following receipt
or recovery and ending on the last day of the current Interest Period.






	 	 	“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for
general business in Singapore, London and (in relation to any date for payment of US
Dollars) New York City.
	 
	 	 	“Capital Stock” means:






	 	(a)	 	in the case of a corporation, corporate shares and stock;
	 
	 	(b)	 	in the case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate shares and
stock;
	 
	 	(c)	 	in the case of a partnership or limited liability company, partnership interests
(whether general or limited) or membership interests; and
	 
	 	(d)	 	any other interest or participation that confers on a person the right to receive
a share of the profits and losses of, or distributions of assets of, the issuing person,
but excluding from all of the foregoing any debt securities convertible into Capital
Stock, whether or not such debt securities include any right of participation with
Capital Stock.






	 	 	“Change of Control” has the meaning given to it in Clause 7.2 (Change of Control).
	 
	 	 	“Commitment” means:






	 	(a)	 	in relation to an Original Lender, the amount in US Dollars set opposite its
name under the heading “Commitment” in Schedule 1 (The Original Lenders) and the amount
of any other Commitment transferred to it under this Agreement; and




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	 	(b)	 	in relation to any other Lender, the amount in US Dollars of any Commitment
transferred to it under this Agreement, to the extent not cancelled, reduced or transferred by it under this Agreement.






	 
	 	 	“Compliance Certificate” means a certificate substantially in the form set out in Schedule 5
(Form of Compliance Certificate).
	 
	 	 	“Default” means an Event of Default or any event or circumstance specified in Clause 21
(Events of Default) which would (with the expiry of a grace period and/or the giving of
notice) be an Event of Default.
	 
	 	 	“Disruption Event” means a material disruption to those payment or communications systems or
to those financial markets which are, in each case, required to operate in order for
payments to be made in connection with the Facility (or otherwise in order for the
transactions contemplated by the Finance Documents to be carried out) which disruption is
not caused by, and is beyond the control of, any of the Parties.
	 
	 	 	“Eligible Lender” means any bank or financial institution.
	 
	 	 	“Event of Default” means any event or circumstance specified as such in Clause 21 (Events of
Default).
	 
	 	 	“Facility” means the revolving loan facility made available under this Agreement as
described in Clause 2.1 (The Facility).
	 
	 	 	“Facility Office” means the office or offices notified by a Lender to the Agent in writing
on or before the date it becomes a Lender (or, following that date, by not less than five
Business Days’ written notice) as the office or offices through which it will perform its
obligations under this Agreement.
	 
	 	 	“Fee Letter” means any letter or letters dated on or about the date of this Agreement
between the Arranger and the Borrower (or the Agent and the Borrower) setting out any of the
fees referred to in Clause 11 (Fees).
	 
	 	 	“Finance Document” means this Agreement, any Fee Letter and any other document designated as
such by the Agent and the Borrower.
	 
	 	 	“Finance Party” means the Agent, the Arranger or a Lender.
	 
	 	 	“Financial Indebtedness” means any indebtedness for or in respect of:






	 	(a)	 	moneys borrowed;
	 
	 	(b)	 	any amount raised by acceptance under any acceptance credit facility;
	 
	 	(c)	 	any amount raised pursuant to any note purchase facility or the issue of bonds,
notes, debentures, loan stock or any similar instrument (other than promissory notes or bills of exchange issued in the ordinary course of business);




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	 	(d)	 	the amount of any liability in respect of any lease or hire purchase contract
which would, in accordance with applicable US GAAP, be treated as a finance or capital
lease;
	 
	 	(e)	 	receivables sold or discounted (other than any receivables to the extent they
are sold or discounted on a non-recourse basis);
	 
	 	(f)	 	any amount raised under any other transaction (including any forward sale or
purchase agreement) required by the applicable US GAAP to be shown as a borrowing in
the audited consolidated balance sheet of the Group;
	 
	 	(g)	 	for the purpose of Clause 21.4 (Cross Default), any derivative transaction
entered into in connection with protection against or benefit from fluctuation in any
rate or price (and, when calculating the value of any derivative transaction, only the
marked to market value shall be taken into account);
	 
	 	(h)	 	shares which are expressed to be redeemable;
	 
	 	(i)	 	for the purpose of Clause 21.4 (Cross Default), any counter-indemnity
obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of
credit or any other instrument issued by a bank or financial institution; and
	 
	 	(j)	 	the amount of any liability in respect of any Guarantee for any of the items
referred to in paragraphs (a) to (i) above.






	 	 	“Group” means the Borrower and its Subsidiaries for the time being.
	 
	 	 	“Holding Company” means, in relation to a company or corporation, any other company or
corporation in respect of which it is a Subsidiary.
	 
	 	 	“Indenture” has the meaning given to it in Schedule 6 (Permitted Security).
	 
	 	 	“Interest Period” means, in relation to a Loan, each period determined in accordance with
Clause 9 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in
accordance with Clause 8.3 (Default interest).
	 
	 	 	“Lender” means:






	 	(a)	 	any Original Lender; and
	 
	 	(b)	 	any bank, financial institution, trust, fund or other entity which has become a
Party in accordance with Clause 22 (Changes to the Lenders),






	 	 	which in each case has not ceased to be a Party in accordance with the terms of this
Agreement.
	 
	 	 	“LIBOR” means, in relation to any Loan:






	 	(a)	 	the applicable Screen Rate; or




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	 	REDACTED	 	CONFIDENTIAL TREATMENT REQUESTED
The portions of this
document marked by “XXXXX” have been omitted and are filed

separately with the Securities and Exchange Commission.












	 	(b)	 	(if no Screen Rate is available for US Dollars for the Interest Period of that
Loan) the arithmetic mean of the rates (rounded upwards to four decimal places) as
supplied to the Agent at its request quoted by the Reference Banks to leading banks in
the London interbank market,






	 	 	as of the Specified Time on the Quotation Day for the offering of deposits in US Dollars for
a period comparable to the Interest Period for that Loan.
	 
	 	 	“Loan” means a loan made or to be made under the Facility or the principal amount
outstanding for the time being of that loan.
	 
	 	 	“Major Shareholder” means Temasek Holdings (Private) Limited (Company Registration No.
197401143C), a corporation duly incorporated and validly existing under the law of
Singapore.
	 
	 	 	“Majority Lenders” means:






	 	(a)	 	until the Total Commitments have been reduced to zero, a Lender or Lenders
whose Commitments aggregate more than 662/3 per cent. of the
Total Commitments (or, if the Total Commitments have been reduced to zero and there are
no Loans then outstanding, aggregated more than 662/3 per cent.
of the Total Commitments immediately prior to the reduction); or
	 
	 	(b)	 	at any other time, a Lender or Lenders whose participations in the Loans then
outstanding aggregate more than 662/3 per cent. of all the Loans
then outstanding.






	 	 	“Margin” means XXXXX per cent. per annum.
	 
	 	 	“Material Adverse Effect” means a material adverse effect on or material adverse change in:






	 	(a)	 	the financial condition or tangible assets of the Borrower or on the
consolidated financial condition or tangible assets of the Group;
	 
	 	(b)	 	the business or operating results of the Borrower or on the consolidated
business or operating results of the Group, except where a similar material adverse
effect or material adverse change has generally impacted other companies carrying on a
similar business as the Borrower or the Group;
	 
	 	(c)	 	the ability of the Borrower to perform and comply with its payment obligations
under any Finance Document; or
	 
	 	(d)	 	the validity, legality or enforceability of any Finance Document.






	 	 	“Material Subsidiary” means:






	 	(a)	 	until such time as the test set out in paragraph (b) below can be first
applied, STATS ChipPAC Korea Ltd., STATS ChipPAC (BVI) Limited and STATS ChipPAC
Shanghai Co. Ltd.;




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	 	(b)	 	a Subsidiary of the Borrower, whose total assets or total revenues as at the
date at which its latest annual audited or quarterly financial statements were prepared
for, or as the case may be, for the financial period to which those financial
statements relate account for 15 per cent. or more of the consolidated total assets or
consolidated total revenues of the Group (all as calculated by reference to the then
latest annual audited or quarterly consolidated financial statements of the Group); or
	 
	 	(c)	 	a Subsidiary of the Borrower to which has been transferred (whether by one
transaction or a series of transactions, related or not) the whole or substantially the
whole of the assets of a Subsidiary which immediately prior to such transactions was a
Material Subsidiary.






	 	 	For the purposes of this definition:






	 	(i)	 	if a Subsidiary of the Borrower becomes a Material Subsidiary under paragraph
(c) above, then the Material Subsidiary by which the relevant transfer was made shall,
subject to paragraph (b) above, cease to be a Material Subsidiary; and
	 
	 	(ii)	 	if a Subsidiary is acquired by the Borrower after the end of the financial
period to which the latest annual audited or quarterly consolidated financial
statements of the Group relate, those financial statements shall be adjusted by the
Agent as if that Subsidiary had been shown in them by reference to its then latest
annual audited or quarterly financial statements (consolidated if appropriate) (as
delivered by the Borrower to the Agent) until consolidated financial statements of the
Group for the financial period in which the acquisition is made have been prepared.






	 	 	“Month” means a period starting on one day in a calendar month and ending on the numerically
corresponding day in the next calendar month, except that:






	 	(a)	 	if the numerically corresponding day is not a Business Day, that period shall
end on the next Business Day in that calendar month in which that period is to end if
there is one, or if there is not, on the immediately preceding Business Day; and
	 
	 	(b)	 	if there is no numerically corresponding day in the calendar month in which
that period is to end, that period shall end on the last Business Day in that calendar
month.






	 	 	The above rules will only apply to the last Month of any period.
	 
	 	 	“Original Financial Statements” means the audited consolidated financial statements of the
Group for the financial year ended 31 December 2005.
	 
	 	 	“Party” means a party to this Agreement.
	 
	 	 	“Permitted Disposal” has the meaning given to it in Schedule 8 (Permitted Disposal).
	 
	 	 	“Permitted Merger” has the meaning given to it in Schedule 9 (Permitted Merger).




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	 	 	“Permitted Security” has the meaning given to it in Schedule 6 (Permitted Security).
	 
	 	 	“Quotation Day” means, in relation to any period for which an interest rate is to be
determined, two Business Days before the first day of that period.
	 
	 	 	“Reference Banks” means, in relation to LIBOR, the principal London offices of
Oversea-Chinese Banking Corporation Limited, Sumitomo Mitsui Banking Corporation and United
Overseas Bank Limited or such other banks as may be agreed between the Agent and the
Borrower.
	 
	 	 	“Repeating Representations” means each of the representations set out in Clauses 17.1
(Status) to 17.4 (Power and authority), paragraph (a) of Clause 17.7 (No default) and 17.9
(Financial statements) to 17.13 (No proceedings pending or threatened).
	 
	 	 	“Restricted Person” means any person which is an Affiliate of the Major Shareholder.
	 
	 	 	“Rollover Loan” means one or more Loans:






	 	(a)	 	made or to be made on the same day that one or more maturing Loans is or are
due to be repaid;
	 
	 	(b)	 	the aggregate amount of which is equal to or less than the maturing Loan(s);
and
	 
	 	(c)	 	made or to be made to the Borrower for the purpose of refinancing the maturing
Loan(s).






	 	 	“Screen Rate” means the British Bankers’ Association Interest Settlement Rate for US Dollars
for the relevant period displayed on the page 3750 of the Telerate screen. If the agreed
page is replaced or the service ceases to be available, the Agent may specify another page
or service displaying the appropriate rate after consultation with the Borrower and the
Lenders.
	 
	 	 	“Security” means, with respect to any asset, any mortgage, lien, pledge, charge, security
interest or encumbrance of any kind (or any agreement or arrangement having a similar
effect) in respect of such asset, whether or not filed, recorded or otherwise perfected
under applicable law, including any conditional sale or other title retention agreement, any
lease in the nature thereof, any option or other agreement to
sell or give a security interest in and any filing of or agreement to give any financing
statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.
	 
	 	 	“Specified Time” means a time determined in accordance with Schedule 10 (Timetables).
	 
	 	 	“STATS ChipPAC Shares” means the fully paid ordinary shares with full voting rights issued
by the Borrower.
	 
	 	 	“Subsidiary” means, with respect to any specified person:






	 	(a)	 	any corporation, association or other business entity of which more than 50% of
the total voting power of shares of Capital Stock entitled (without regard to the
occurrence of any contingency and after giving effect to any voting agreement or




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	 	 	 	stockholders’ agreement that effectively transfers voting power) to vote in the
election of directors, managers or trustees of the corporation, association or other
business entity is at the time owned or controlled, directly or indirectly, by that
person or one or more of the other Subsidiaries of that person (or a combination
thereof); and






	 	(b)	 	any partnership (i) the sole general partner or the managing general partner of
which is such person or a Subsidiary of such person or (ii) the only general partners
of which are that person or one or more Subsidiaries of that person (or any combination
thereof).






	 	 	“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature
(including any penalty or interest payable in connection with any failure to pay or any
delay in paying any of the same).
	 
	 	 	“Termination Date” means the date which is 36 Months after the date of this Agreement.
	 
	 	 	“Total Commitments” means the aggregate of the Commitments, being US$125,000,000 at the date
of this Agreement.
	 
	 	 	“Transfer Certificate” means a certificate substantially in the form set out in Schedule 4
(Form of Transfer Certificate) or any other form agreed between the Agent and the Borrower.
	 
	 	 	“Transfer Date” means, in relation to a transfer, the later of:






	 	(a)	 	the proposed Transfer Date specified in the Transfer Certificate; and
	 
	 	(b)	 	the date on which the Agent executes the Transfer Certificate.






	 	 	“Unpaid Sum” means any sum due and payable but unpaid by the Borrower under the Finance
Documents.
	 
	 	 	“Unrestricted Subsidiary” has the meaning given to it in Schedule 6 (Permitted Security).
	 
	 	 	“US Dollars” or “US$” means United States dollars.
	 
	 	 	“US GAAP” means generally accepted accounting principles set forth in:






	 	(a)	 	the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board; or
	 
	 	(b)	 	such other statements by such other entity as have been approved by a
significant segment of the accounting profession.






	 	 	“Utilization” means a utilization of the Facility.
	 
	 	 	“Utilization Date” means the date of a Utilization, being the date on which the relevant
Loan is to be made.




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	 	 	“Utilization Request” means a notice substantially in the form set out in Schedule 3
(Utilization Request).
	 
	 	 	“Winding-up” means one of the events or circumstances mentioned in paragraph (a), (b) or (c)
of Clause 21.6 (Insolvency proceedings) or any analogous procedure or step in any
jurisdiction.
	 
	1.2	 	Construction

	 
	(a)	 	Unless a contrary indication appears, any reference in this Agreement to:






	 	(i)	 	the “Agent”, the “Arranger”, the “Borrower”, any “Finance Party”, any “Lender”
or any “Party” shall be construed so as to include its successors in title, permitted
assigns and permitted transferees;
	 
	 	(ii)	 	“assets” includes present and future properties, revenues and rights of every
description;
	 
	 	(iii)	 	a “Finance Document” or any other agreement or instrument is a reference to
that Finance Document or other agreement or instrument as amended or novated;
	 
	 	(iv)	 	“control” means, in relation to any entity, the power to direct the management
and policies of that entity, whether through ownership of Capital Stock or by the power
to determine the composition of the majority of its Board Directors;
	 
	 	(v)	 	“indebtedness” includes any obligation (whether incurred as principal or as
surety) for the payment or repayment of money, whether present or future, actual or
contingent;
	 
	 	(vi)	 	a “person” includes any person, individual, firm, company, corporation, joint
venture, government or other entity, state or agency of a state or any association,
joint-stock company, trust, unincorporated organization, limited liability company or
partnership (whether or not having separate legal personality) or two or more of the
foregoing;
	 
	 	(vii)	 	a “regulation” includes any regulation, rule, official directive, request or
guideline (whether or not having the force of law but, if not having the force of law,
which is generally complied with by those to whom it is addressed) of any governmental,
intergovernmental or supranational body, agency, department or regulatory,
self-regulatory or other relevant authority or organization;
	 
	 	(viii)	 	“rights” includes rights, authorities, discretions, remedies, liberties, powers,
easements, quasi-easements and appurtenances (in each case, of any nature whatsoever);
	 
	 	(ix)	 	a provision of law is a reference to that provision as amended or re-enacted;
and
	 
	 	(x)	 	a time of day is a reference to Singapore time unless otherwise stated.






	(b)	 	Clause and Schedule headings are for ease of reference only.






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	(c)	 	Unless a contrary indication appears, a term used in any other Finance Document or in any
notice given under or in connection with any Finance Document has the same meaning in that
Finance Document or notice as in this Agreement.
	 
	(d)	 	A Default is “continuing” if it has not been remedied or waived.
	 
	1.3	 	Third Party Rights
	 
	(a)	 	Unless expressly provided to the contrary in this Agreement, a person who is not a Party has
no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore to
enforce or to enjoy the benefit of any term of this Agreement.
	 
	(b)	 	Notwithstanding any terms of this Agreement the consent of any third party is not required
for any variation (including any release or compromise of any liability under) or termination
of this Agreement.










	2.	 	THE FACILITY






	2.1	 	The Facility
	 
	 	 	Subject to the terms of this Agreement, the Lenders make available to the Borrower a
revolving loan facility in US Dollars in an aggregate amount equal to the Total Commitments.
	 
	2.2	 	Finance Parties’ rights and obligations
	 
	(a)	 	The obligations of each Finance Party under the Finance Documents are several. Failure by a
Finance Party to perform its obligations under the Finance Documents does not affect the
obligations of any other Party under the Finance Documents. No Finance Party is responsible
for the obligations of any other Finance Party under the Finance Documents.
	 
	(b)	 	The rights of each Finance Party under or in connection with the Finance Documents are
separate and independent rights and any debt arising under the Finance Documents to a Finance
Party from the Borrower shall be a separate and independent debt.
	 
	(c)	 	A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce
its rights under the Finance Documents.










	3.	 	PURPOSE






	3.1	 	Purpose
	 
	 	 	The Borrower shall apply all amounts borrowed by it under the Facility towards financing its
general working capital requirements.
	 
	3.2	 	Monitoring
	 
	 	 	No Finance Party is bound to monitor or verify the application of any amount borrowed
pursuant to this Agreement.




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	4.	 	CONDITIONS OF UTILIZATION






	4.1	 	Initial conditions precedent
	 
	 	 	The Borrower may not deliver a Utilization Request unless the Agent has received all of the
documents and other evidence listed in Schedule 2 (Conditions Precedent) in form and
substance satisfactory to the Agent. The Agent shall notify the Borrower and the Lenders
promptly upon being so satisfied.
	 
	4.2	 	Further conditions precedent
	 
	 	 	The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) if on the
date of the Utilization Request and on the proposed Utilization Date:






	 	(a)	 	in the case of a Rollover Loan, no Event of Default is continuing or would result
from the proposed Loan and, in the case of any other Loan, no Default is continuing or
would result from the proposed Loan; and
	 
	 	(b)	 	the Repeating Representations to be made by the Borrower are true in all material
respects.










	5.	 	UTILIZATION






	5.1	 	Delivery of a Utilization Request
	 
	 	 	The Borrower may utilize the Facility by delivery to the Agent of a duly completed
Utilization Request not later than the Specified Time.
	 
	5.2	 	Completion of a Utilization Request
	 
	(a)	 	Each Utilization Request is irrevocable and will not be regarded as having been duly
completed unless:






	 	(i)	 	the proposed Utilization Date is a Business Day within the Availability Period;
	 
	 	(ii)	 	the currency and amount of the Utilization comply with Clause 5.3 (Currency and
amount);
	 
	 	(iii)	 	the proposed Interest Period complies with Clause 9 (Interest Periods); and
	 
	 	(iv)	 	it specifies the account and bank (which must be in New York City) to which the
proceeds of the Utilization are to be credited.






	(b)	 	Only one Loan may be requested in each Utilization Request.
	 
	5.3	 	Currency and amount
	 
	(a)	 	The currency specified in a Utilization Request must be US Dollars.
	 
	(b)	 	The amount of the proposed Loan must be:






	 	(i)	 	a minimum of US$5 million (and higher integral multiples of US$1 million) or, if
less, the Available Facility; and
	 
	 	(ii)	 	in any event such that it is less than or equal to the Available Facility.




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	5.4	 	Lenders’ participation
	 
	(a)	 	Subject to this Clause 5.4, if the conditions set out in this Agreement have been met, each
Lender shall make its participation in each Loan available by the Utilization Date through its
Facility Office.
	 
	(b)	 	Subject to this Clause 5.4, the amount of each Lender’s participation in each Loan will be
equal to the proportion borne by its Available Commitment to the Available Facility
immediately prior to making the Loan.
	 
	(c)	 	The Agent shall notify each Lender of the amount of each Loan and the amount of its
participation in that Loan by the Specified Time.
	 
	(d)	 	If a Change of Control occurs and before the Specified Time, a Lender (a “Non-Funding
Lender”) notifies the Agent that it will not be participating in a Loan (which shall be in its
absolute discretion):






	 	(i)	 	the Agent will give notice to the Borrower to that effect by the Specified Time;
	 
	 	(ii)	 	the Non-Funding Lender will not be required to participate in that Loan; and
	 
	 	(iii)	 	each Lender (a “Funding Lender”) that does not give a notice under this
paragraph (d) will be required to participate in that Loan.






	(e)	 	The participations of the Funding Lenders in a Loan shall be determined by the Agent in
accordance with this Clause 5.4 as if the Non-Funding Lenders were participating in that Loan
and the amount of that Loan will be reduced accordingly.
	 
	(f)	 	Paragraphs (d) and (e) above do not in any way limit or prejudice the rights of each Lender
(whether a Funding Lender or a Non-Funding Lender) under Clause 7.2 (Change of Control).










	6.	 	REPAYMENT






	 	 	The Borrower shall repay each Loan on the last day of its Interest Period.










	7.	 	PREPAYMENT AND CANCELLATION






	7.1	 	Illegality
	 
	 	 	If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its
obligations as contemplated by this Agreement or to fund or maintain its participation in any
Loan:






	 	(a)	 	that Lender shall promptly notify the Agent upon becoming aware of that event;
	 
	 	(b)	 	upon the Agent notifying the Borrower, the Commitment of that Lender will be
immediately cancelled; and
	 
	 	(c)	 	the Borrower shall prepay that Lender’s participation in the Loans on the last
day of the Interest Period for each Loan occurring after the Agent has notified the




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	 	 	Borrower or, if earlier, the date specified by the Lender in the notice delivered to
the Agent (being no earlier than the last day of any applicable grace period
permitted by law).






	7.2	 	Change of Control
	 
	(a)	 	In this Clause 7.2, a “Change of Control” will occur if the Major Shareholder does not or
ceases to own, directly or indirectly:






	 	(i)	 	at least 25 per cent. of all the STATS ChipPAC Shares; or
	 
	 	(ii)	 	more STATS ChipPAC Shares than any other person or group of persons acting in
concert.






	(b)	 	If a Change of Control occurs, the Borrower shall promptly inform the Agent upon becoming
aware of that event.
	 
	(c)	 	If a Change of Control occurs, the Agent may, and shall, if so directed by the Majority
Lenders, by not less than 15 days notice to the Borrower:






	 	(i)	 	require the Borrower to enter into negotiations (for a period of not more than 30
days) with a view to agreeing alternative terms and conditions for continuing the
Facility; or
	 
	 	(ii)	 	cancel the Facility and declare all outstanding Loans, together with accrued
interest, and all other amounts accrued under the Finance Documents immediately due and
payable, whereupon the Facility will be cancelled and all Loans and such outstanding
amounts will become immediately due and payable.






	(d)	 	Any alternative terms and conditions agreed pursuant to paragraph (c)(i) above shall, with
the prior consent of all the Lenders and the Borrower, be binding on all Parties, and the
Borrower shall (at its own cost and expense), within 14 days of such agreement:






	 	(i)	 	execute or procure the execution of all such agreements and documents as may be
necessary to effect such alternative terms and conditions; and
	 
	 	(ii)	 	deliver to the Agent all legal opinions, constitutional documents, resolutions
and confirmations as the Agent may reasonably request in connection with such agreements
and documents,






	 	 	in each case, in form and substance satisfactory to the Agent.
	 
	(e)	 	If no agreement on alternative terms and conditions is reached (for any reason whatsoever)
within 30 days, the Facility shall be immediately cancelled and all outstanding Loans,
together with accrued interest and all other amounts accrued under the Finance Documents,
shall become immediately due and payable.
	 
	7.3	 	On-demand Prepayment
	 
	 	 	If any requirement of Clause 19 (Financial Covenants) is not satisfied:




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	 	(a)	 	the Borrower may not request a Loan; and
	 
	 	(b)	 	the Agent may, and shall, if so directed by the Majority Lenders, by not less
than 15 days notice to the Borrower, cancel the Facility and declare all outstanding
Loans, together with accrued interest, and all other amounts accrued under the Finance
Documents immediately due and payable, whereupon the Facility will be cancelled and all
Loans and such outstanding amounts will become immediately due and payable.






	7.4	 	Voluntary cancellation
	 
	 	 	The Borrower may, if it gives the Agent not less than ten days’ (or such shorter period as
the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum
amount of US$10 million (and higher integral multiples of US$1 million)) of the Available
Facility. Any cancellation under this Clause 7.4 shall reduce the Commitments of the Lenders
rateably.
	 
	7.5	 	Voluntary prepayment of Loans
	 
	 	 	The Borrower may, if it gives the Agent not less than ten days’ (or such shorter period as
the Majority Lenders may agree) prior notice, prepay the whole or any part of a Loan (but, if
in part, being an amount that reduces the Loan by a minimum amount of US$10 million and
higher integral multiples of US$1 million).
	 
	7.6	 	Right of repayment and cancellation in relation to a single Lender
	 
	(a)	 	If:






	 	(i)	 	any sum payable to any Lender by the Borrower is required to be increased under
paragraph (c) of Clause 12.2 (Tax gross-up);
	 
	 	(ii)	 	any Lender claims indemnification from the Borrower under Clause 12.3 (Tax
indemnity) or Clause 13.1 (Increased costs); or
	 
	 	(iii)	 	the rate notified by a Lender in relation to a particular Interest Period Under
paragraph (a)(ii) of Clause 10.2 (Market disruption) is higher than the lowest rate
notified by a Lender under that paragraph,






	 	 	the Borrower may, whilst the circumstance giving rise to the requirement, indemnification or
rate continues, give the Agent notice of cancellation of the Commitment of that Lender and
its intention to procure the repayment of that Lender’s participation in the Loans.
	 
	(b)	 	On receipt of a notice referred to in paragraph (a) above, the Commitment of that Lender
shall immediately be reduced to zero.
	 
	(c)	 	On the last day of each Interest Period which ends after the Borrower has given notice under
paragraph (a) above (or, if earlier, the date specified by the Borrower in that notice), the
Borrower shall repay that Lender’s participation in that Loan.




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	7.7	 	Restrictions
	 
	(a)	 	Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be
irrevocable and, unless a contrary indication appears in this Agreement, shall specify the
date or dates upon which the relevant cancellation or prepayment is to be made and the amount
of that cancellation or prepayment.
	 
	(b)	 	Any prepayment under this Agreement shall be made together with accrued interest on the
amount prepaid and, subject to any Break Costs, without premium or penalty.
	 
	(c)	 	Unless a contrary indication appears in this Agreement, any part of the Facility which is
prepaid may be reborrowed in accordance with the terms of this Agreement.
	 
	(d)	 	The Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part
of the Commitments except at the times and in the manner expressly provided for in this
Agreement.
	 
	(e)	 	No amount of the Total Commitments cancelled under this Agreement may be subsequently
reinstated.
	 
	(f)	 	If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that
notice to either the Borrower or the affected Lender, as appropriate.










	8.	 	INTEREST






	8.1	 	Calculation of interest
	 
	 	 	The rate of interest on each Loan for each Interest Period is the percentage rate per annum
which is the aggregate of the applicable:






	 	(a)	 	Margin; and
	 
	 	(b)	 	LIBOR.






	8.2	 	Payment of interest
	 
	 	 	The Borrower shall pay accrued interest on each Loan on the last day of each Interest Period
(and, if the Interest Period is longer than six Months, on the dates falling at six monthly
intervals after the first day of the Interest Period).
	 
	8.3	 	Default interest
	 
	(a)	 	If the Borrower fails to pay any amount payable by it under a Finance Document on its due
date, interest shall accrue on the overdue amount from the due date up to the date of actual
payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is
the sum of two per cent. per annum and the rate which would have been payable if the overdue
amount had, during the period of non-payment, constituted a Loan for successive Interest
Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing
under this Clause 8.3 shall be immediately payable by the Borrower on demand by the Agent.




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	(b)	 	If any overdue amount consists of all or part of a Loan which became due on a day which was
not the last day of an Interest Period relating to that Loan:






	 	(i)	 	the first Interest Period for that overdue amount shall have a duration equal to
the unexpired portion of the current Interest Period relating to that Loan; and
	 
	 	(ii)	 	the rate of interest applying to the overdue amount during that first Interest
Period shall be the sum of two per cent. per annum and the rate which would have applied
if the overdue amount had not become due.






	(c)	 	Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue
amount at the end of each Interest Period applicable to that overdue amount but will remain
immediately due and payable.
	 
	8.4	 	Notification of rates of interest
	 
	 	 	The Agent shall promptly notify the Lenders and the Borrower of the determination of a rate
of interest under this Agreement.










	9.	 	INTEREST PERIODS






	9.1	 	Selection of Interest Periods
	 
	(a)	 	The Borrower may select an Interest Period for a Loan in the Utilization Request for that
Loan.
	 
	(b)	 	Subject to this Clause 9, the Borrower may select an Interest Period of one, two, three or
six Months or any other period agreed between the Borrower and the Agent (acting on the
instructions of all the Lenders).
	 
	(c)	 	If a Change of Control occurs and one or more Lenders is willing to participate in a Loan in
accordance with Clause 5.4 (Lenders’ participation), the Interest Period for that Loan will be
one Month.
	 
	(d)	 	An Interest Period for a Loan shall not extend beyond the Termination Date.
	 
	(e)	 	A Loan has one Interest Period only.
	 
	9.2	 	Non-Business Days
	 
	 	 	If an Interest Period would otherwise end on a day which is not a Business Day, that Interest
Period will instead end on the next Business Day in that calendar month (if there is one) or
the preceding Business Day (if there is not).










	10.	 	CHANGES TO THE CALCULATION OF INTEREST






	10.1	 	Absence of quotations
	 
	 	 	Subject to Clause 10.2 (Market disruption), if LIBOR is to be determined by reference to the
Reference Banks but a Reference Bank does not supply a quotation by the Specified Time on the
Quotation Day, the applicable LIBOR shall be determined on the basis of the quotations of the
remaining Reference Banks.




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	10.2	 	Market disruption
	 
	(a)	 	If a Market Disruption Event occurs in relation to a Loan for any Interest Period, then the
rate of interest on each Lender’s share of that Loan for the Interest Period shall be the rate
per annum which is the sum of:






	 	(i)	 	the Margin; and
	 
	 	(ii)	 	the rate notified to the Agent by that Lender as soon as practicable and in any
event before interest is due to be paid in respect of that Interest Period, to be that
which expresses as a percentage rate per annum the cost to that Lender of funding its
participation in that Loan from whatever source it may reasonably select.






	(b)	 	In this Agreement “Market Disruption Event” means:






	 	(i)	 	at or about 11:00 a.m. on the Quotation Day for the relevant Interest Period the
Screen Rate is not available and none or only one of the Reference Banks supplies a rate
to the Agent to determine LIBOR for US Dollars for the relevant Interest Period; or
	 
	 	(ii)	 	before close of business in Singapore on the Business Day following the Quotation
Day for the relevant Interest Period, the Agent receives notifications from a Lender or
Lenders (whose participations in a Loan exceed 35 per cent. of that Loan) that the cost
to it or them of obtaining matching deposits in the London interbank market would be in
excess of LIBOR.






	10.3	 	Alternative basis of interest or funding
	 
	(a)	 	If a Market Disruption Event occurs and the Agent or the Borrower so requires, the Agent and
the Borrower shall enter into negotiations (for a period of not more than thirty days) with a
view to agreeing a substitute basis for determining the rate of interest.
	 
	(b)	 	Any alternative basis agreed pursuant to paragraph (a) above shall, with the prior consent of
all the Lenders and the Borrower, be binding on all Parties.
	 
	10.4	 	Break Costs
	 
	(a)	 	The Borrower shall, within five Business Days of demand by a Finance Party, pay to that
Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being
paid by the Borrower on a day other than the last day of an Interest Period for that Loan or
Unpaid Sum.
	 
	(b)	 	Each Lender shall, together with its demand given under paragraph (a) above, provide a
certificate confirming the amount and the basis of calculation of its Break Costs, provided
that:






	 	(i)	 	such Lender shall not be required to disclose any confidential information
relating to the organization of its affairs; and




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	 	(ii)	 	the Borrower shall not (in the absence of manifest error) be entitled to dispute
or request for further details concerning the basis of calculation of such Lender’s
Break Costs.










	11.	 	FEES






	11.1	 	Commitment fee
	 
	(a)	 	The Borrower shall pay to the Agent (for the account of each Lender) a fee in US Dollars
computed at the Relevant Rate on that Lender’s Available Commitment for the Availability
Period.
	 
	(b)	 	The accrued commitment fee is payable on the last day of each successive period of three
Months which ends during the Availability Period, on the last day of the Availability Period
and, if cancelled in full, on the cancelled amount of the relevant Lender’s Commitment at the
time the cancellation is effective.
	 
	(c)	 	For the purposes of paragraph (a) above, “Relevant Rate” means in respect of any day on which
a Lender’s Available Commitment, at the close of business in Singapore that day is:






	 	(i)	 	less than 25 per cent. of that Lender’s Commitment, 0.25 per cent. per annum; and
	 
	 	(ii)	 	equal to or more than 25 per cent. of that Lender’s Commitment, 0.40 per cent.
per annum.






	11.2	 	Arrangement fee
	 
	 	 	The Borrower shall pay to the Arranger an arrangement fee in the amount and at the times
agreed in a Fee Letter.
	 
	11.3	 	Agency fee
	 
	 	 	The Borrower shall pay to the Agent (for its own account) an agency fee in the amount and at
the times agreed in a Fee Letter.










	12.	 	TAX GROSS UP AND INDEMNITIES






	12.1	 	Definitions
	 
	(a)	 	In this Agreement:
	 
	 	 	“Protected Party” means a Finance Party which is or will be subject to any liability, or
required to make any payment, for or on account of Tax in relation to a sum received or
receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a
Finance Document.
	 
	 	 	“Tax Credit” means a credit against, relief or remission for, or repayment of any Tax.
	 
	 	 	“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment
under a Finance Document.




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	 	 	“Tax Payment” means either the increase in a payment made by the Borrower to a Finance Party
under Clause 12.2 (Tax gross-up) or a payment under Clause 12.3 (Tax indemnity).
	 
	(b)	 	Unless a contrary indication appears, in this Clause 12 a reference to “determines” or
“determined” means a determination made in the absolute discretion of the person making the
determination.
	 
	12.2	 	Tax gross-up
	 
	(a)	 	The Borrower shall make all payments to be made by it without any Tax Deduction, unless a Tax
Deduction is required by law, in which case the amount of the payment due from the Borrower
shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal
to the payment which would have been due if no Tax Deduction had been required.
	 
	(b)	 	The Borrower shall promptly upon becoming aware that it must make a Tax Deduction (or that
there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly.
Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment
payable to that Lender. If the Agent receives such notification from a Lender it shall notify
the Borrower.
	 
	(c)	 	If the Borrower is required to make a Tax Deduction, it shall make that Tax Deduction and any
payment required in connection with that Tax Deduction within the time allowed and in the
minimum amount required by law.
	 
	(d)	 	Within 30 days of making either a Tax Deduction or any payment required in connection with
that Tax Deduction, the Borrower shall deliver to the Agent for the Finance Party entitled to
the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has
been made or (as applicable) any appropriate payment paid to the relevant taxing authority.
	 
	12.3	 	Tax indemnity
	 
	(a)	 	The Borrower shall (within five Business Days of demand by the Agent) pay to a Protected
Party an amount equal to the loss, liability or cost which that Protected Party determines
will be or has been (directly or indirectly) suffered for or on account of Tax by that
Protected Party in respect of a Finance Document, as a result of a change after the date it
becomes a Party in (or in the interpretation, administration, or application of) any law or
treaty or any published practice or concession of any relevant taxing authority.
	 
	(b)	 	Paragraph (a) above shall not apply:






	 	(i)	 	with respect to any Tax assessed on a Finance Party:






	 	(A)	 	under the law of the jurisdiction in which that Finance Party
is incorporated or, if different, the jurisdiction (or jurisdictions) in which
that Finance Party is treated as resident for tax purposes; or




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	 	(B)	 	under the law of the jurisdiction in which that Finance Party’s
Facility Office is located in respect of amounts received or receivable in that
jurisdiction,






	 	 	 	if that Tax is imposed on or calculated by reference to the net income received or
receivable (but not any sum deemed to be received or receivable) by that Finance
Party; or






	 	(ii)	 	to the extent a loss, liability or cost is compensated for by an increased
payment under Clause 12.2 (Tax gross-up).






	(c)	 	A Protected Party making, or intending to make, a claim under paragraph (a) above shall
promptly notify the Agent of the event which will give, or has given, rise to the claim,
following which the Agent shall notify the Borrower.
	 
	(d)	 	A Protected Party shall, on receiving a payment from the Borrower under this Clause 12.3,
notify the Agent.
	 
	(e)	 	Paragraph (a) above shall not apply to the extent any Tax is attributable to any day more
than six Months before the first date on which the relevant Protected Party became (or, if
earlier, could reasonably be expected to have become) aware of the relevant Tax.
	 
	12.4	 	Tax Credit
	 
	 	 	If the Borrower makes a Tax Payment and the relevant Finance Party determines (such
determination to be made within a reasonable time after that Finance Party first becomes
aware of relevant Tax Credit) that:






	 	(a)	 	a Tax Credit is attributable either to an increased payment of which that Tax
Payment forms part, or to that Tax Payment; and
	 
	 	(b)	 	that Finance Party has obtained, utilized and retained that Tax Credit,






	 	 	the Finance Party shall, as soon as practicable, pay an amount to the Borrower which that
Finance Party determines will leave it (after that payment) in the same after-Tax position as
it would have been in had the Tax Payment not been required to be made by the Borrower.
	 
	12.5	 	Stamp taxes
	 
	 	 	The Borrower shall pay and, within five Business Days of demand, indemnify each Finance Party
against any cost, loss or liability that Finance Party incurs in relation to all stamp duty,
registration and other similar Taxes payable in respect of any Finance Document.
	 
	12.6	 	Goods and Services tax
	 
	 	 	The Borrower shall also pay to each Finance Party within five Business Days of demand, in
addition to any amount payable by the Borrower to the relevant Finance Party under a Finance
Document, any goods and services, value added or similar Tax payable in respect of that
amount (and references in that Finance Document to that amount shall be deemed to include any
such Taxes payable in addition to it).




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	13.	 	INCREASED COSTS






	13.1	 	Increased costs
	 
	(a)	 	Subject to Clause 13.3 (Exceptions) the Borrower shall, within five Business Days of a demand
by the Agent, pay for the account of a Finance Party the amount of any Increased Costs
incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of
or any change in (or in the interpretation, administration or application of) any law or
regulation or (ii) compliance with any law or regulation made after the date of this
Agreement.
	 
	(b)	 	In this Agreement “Increased Costs” means:






	 	(i)	 	a reduction in the rate of return from the Facility or on a Finance Party’s (or
its Affiliate’s) overall capital;
	 
	 	(ii)	 	an additional or increased cost; or
	 
	 	(iii)	 	a reduction of any amount due and payable under any Finance Document,






	 	 	which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that
it is attributable to that Finance Party having entered into its Commitment or funding or
performing its obligations under any Finance Document.
	 
	13.2	 	Increased cost claims
	 
	(a)	 	A Finance Party intending to make a claim pursuant to Clause 13.1 (Increased costs) shall
notify the Agent of the event giving rise to the claim, following which the Agent shall
promptly notify the Borrower.
	 
	(b)	 	Each Finance Party shall, together with its demand given under paragraph (a) above, provide a
certificate confirming the amount and the basis of calculation of its Increased Costs,
provided that:






	 	(i)	 	such Finance Party shall not be required to disclose any confidential information
relating to the organization of its affairs; and
	 
	 	(ii)	 	the Borrower shall not (in the absence of manifest error) be entitled to dispute
or request for further details concerning the basis of calculation of such Finance
Party’s Increased Costs.






	13.3	 	Exceptions
	 
	(a)	 	Clause 13.1 (Increased costs) does not apply to the extent any Increased Cost is:






	 	(i)	 	attributable to a Tax Deduction required by law to be made by the Borrower;
	 
	 	(ii)	 	compensated for by Clause 12.3 (Tax indemnity) (or would have been compensated
for under Clause 12.3 (Tax indemnity) but was not so compensated solely because any of
the exclusions in paragraph (b) of Clause 12.3 (Tax indemnity) applied);




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	 	(iii)	 	attributable to the wilful breach by the relevant Finance Party or its
Affiliates of any law or regulation or the gross negligence or fraud by the relevant
Finance Party or its Affiliates; or
	 
	 	(iv)	 	attributable to any day more than six Months before the first date on which the
relevant Finance Party became (or, if earlier, could reasonably be expected to have
become) aware of the relevant Increased Cost.






	(b)	 	In this Clause 13.3, a reference to a “Tax Deduction” has the same meaning given to the term
in Clause 12.1 (Definitions).










	14.	 	OTHER INDEMNITIES






	14.1	 	Currency indemnity
	 
	(a)	 	If any sum due from the Borrower under the Finance Documents (a “Sum”), or any order,
judgment or award given or made in relation to a Sum, has to be converted from the currency
(the “First Currency”) in which that Sum is payable into another currency (the “Second
Currency”) for the purpose of:






	 	(i)	 	making or filing a claim or proof against the Borrower; or
	 
	 	(ii)	 	obtaining or enforcing an order, judgment or award in relation to any litigation
or arbitration proceedings,






	 	 	the Borrower shall as an independent obligation, within five Business Days of demand,
indemnify each Finance Party to whom that Sum is due against any reasonable cost, loss or
liability arising out of or as a result of the conversion including any discrepancy between
(A) the rate of exchange used to convert that Sum from the First Currency into the Second
Currency and (B) the rate or rates of exchange available to that person at the time of its
receipt of that Sum.
	 
	(b)	 	The Borrower waives any right it may have in any jurisdiction to pay any amount under the
Finance Documents in a currency or currency unit other than that in which it is expressed to
be payable.
	 
	14.2	 	Other indemnities
	 
	 	 	The Borrower shall, within five Business Days of demand, indemnify each Finance Party against
any cost, loss or liability incurred by that Finance Party as a result of:






	 	(a)	 	the occurrence of any Event of Default;
	 
	 	(b)	 	a failure by the Borrower to pay any amount due under a Finance Document on its
due date, including without limitation, any cost, loss or liability arising as a result
of Clause 26 (Sharing among the Finance Parties);
	 
	 	(c)	 	funding, or making arrangements to fund, its participation in a Loan requested by
the Borrower in a Utilization Request but not made by reason of the operation of




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	 	 	 	any one or more of the provisions of this Agreement (other than by reason of default
or negligence by that Finance Party alone); or
	 
	 	(d)	 	a Loan (or part of a Loan) not being prepaid in accordance with a notice of
prepayment given by the Borrower.






	14.3	 	Indemnity to the Agent
	 
	 	 	The Borrower shall promptly indemnify the Agent against any cost, loss or liability incurred
by the Agent (acting reasonably) as a result of:






	 	(a)	 	investigating any event which it reasonably believes is a Default; or
	 
	 	(b)	 	acting or relying on any notice, request or instruction which it reasonably
believes to be genuine, correct and appropriately authorized.










	15.	 	MITIGATION BY THE LENDERS






	15.1	 	Mitigation
	 
	(a)	 	Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to
mitigate any circumstances which arise and which would result in any amount becoming payable
under or pursuant to, or cancelled pursuant to, any of Clause 7.1 (Illegality), Clause 12 (Tax
Gross up and Indemnities) or Clause 13 (Increased Costs) including (but not limited to)
transferring its rights and obligations under the Finance Documents to another Affiliate or
Facility Office.
	 
	(b)	 	Paragraph (a) above does not in any way limit the obligations of the Borrower under the
Finance Documents.
	 
	15.2	 	Limitation of liability
	 
	(a)	 	The Borrower shall indemnify each Finance Party for all costs and expenses reasonably
incurred by that Finance Party as a result of steps taken by it under Clause 15.1
(Mitigation).
	 
	(b)	 	A Finance Party is not obliged to take any steps under Clause 15.1 (Mitigation) if, in the
opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.










	16.	 	COSTS AND EXPENSES






	16.1	 	Transaction expenses
	 
	 	 	The Borrower shall promptly on demand pay the Agent and the Arranger the amount of all
reasonable costs and expenses (including legal fees) reasonably incurred by any of them in
connection with the negotiation, preparation, printing, execution and syndication of:






	 	(a)	 	this Agreement and any other Finance Documents referred to in this Agreement; and
	 
	 	(b)	 	any other Finance Documents executed after the date of this Agreement.




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	16.2	 	Amendment costs
	 
	 	 	If the Borrower requests an amendment, waiver or consent, the Borrower shall, within five
Business Days of demand, reimburse the Agent for the amount of all costs and expenses
(including legal fees) reasonably incurred by the Agent in responding to, evaluating,
negotiating or complying with that request or requirement.
	 
	16.3	 	Enforcement costs
	 
	 	 	The Borrower shall, within five Business Days of demand, pay to each Finance Party the amount
of all costs and expenses (including legal fees) incurred by that Finance Party in connection
with the enforcement of, or the preservation of any rights under, any Finance Document.










	17.	 	REPRESENTATIONS






	 	 	The Borrower makes the representations and warranties set out in this Clause 17 to each
Finance Party on the date of this Agreement.
	 
	17.1	 	Status
	 
	(a)	 	It is a corporation, duly incorporated and validly existing under the law of its jurisdiction
of incorporation.
	 
	(b)	 	It and each of its Material Subsidiaries has the power to own its assets and carry on its
business as it is being conducted.
	 
	17.2	 	Binding obligations
	 
	 	 	The obligations expressed to be assumed by it in each Finance Document are legal, valid,
binding and enforceable, subject to any general principles of law limiting its obligations
which are specifically referred to in any legal opinion delivered pursuant to Clause 4
(Conditions of Utilization).
	 
	17.3	 	Non-conflict with other obligations
	 
	 	 	The entry into and performance by it of, and the transactions contemplated by, the Finance
Documents do not and will not conflict with:






	 	(a)	 	any law or regulation applicable to it;
	 
	 	(b)	 	its constitutional documents; or
	 
	 	(c)	 	any agreement or instrument binding upon it or any of its Material Subsidiaries
or any of its or any of its Material Subsidiaries’ assets, the breach of which has or is
likely to have a Material Adverse Effect,






	 	 	nor result in the existence of, or oblige it to create, any Security over any of its assets.




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	17.4	 	Power and authority
	 
	 	 	It has the power to enter into, perform and deliver, and has taken all necessary action to
authorize its entry into, performance and delivery of, the Finance Documents and the
transactions contemplated by those Finance Documents.
	 
	17.5	 	Validity and admissibility in evidence
	 
	 	 	All Authorizations required:






	 	(a)	 	to enable it lawfully to enter into, exercise its rights and comply with its
obligations in the Finance Documents; and
	 
	 	(b)	 	to make the Finance Documents admissible in evidence in its jurisdiction of
incorporation,






	 	 	have been obtained or effected and are in full force and effect (or, in each case, will be
when required).
	 
	17.6	 	No filing or stamp taxes
	 
	 	 	Under the law of its jurisdiction of incorporation it is not necessary that the Finance
Documents be filed, recorded or enrolled with any court or other authority in that
jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the
Finance Documents or the transactions contemplated by the Finance Documents.
	 
	17.7	 	No default
	 
	(a)	 	No Event of Default is continuing or is likely to result from the making of any Utilization.
	 
	(b)	 	No other event or circumstance is outstanding which constitutes a default under any other
agreement or instrument which is binding on it or any of its Material Subsidiaries or to which
its (or any of its Material Subsidiaries’) assets are subject which is likely to have a
Material Adverse Effect.
	 
	17.8	 	No misleading information
	 
	(a)	 	Any written factual information provided by it or on its behalf in relation to any Finance
Document was true and accurate in all material respects as at the date it was provided or as
at the date (if any) at which it is stated.
	 
	(b)	 	Nothing has occurred or been omitted from the factual information referred to in paragraph
(a) above and no information has been given or withheld that results in such information being
untrue or misleading in any material respect.
	 
	17.9	 	Financial statements
	 
	(a)	 	Its Original Financial Statements were prepared in accordance with US GAAP consistently
applied.
	 
	(b)	 	Its Original Financial Statements fairly represent its, and its consolidated, financial
condition and operations as at the end of and for the relevant financial year.




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	(c)	 	There has been no change in its business or financial condition (or the business or
consolidated financial condition of the Group) since 31 December 2005, which has or is likely
to have a Material Adverse Effect.
	 
	17.10	 	Pari passu ranking
	 
	 	 	Its payment obligations under the Finance Documents rank at least pari passu with the claims
of all its other unsecured and unsubordinated creditors, except for obligations mandatorily
preferred by law applying to companies generally.
	 
	17.11	 	Winding-up
	 
	 	 	No Winding-up of it or any of its Material Subsidiaries or any of their respective assets has
occurred or is outstanding and no such Winding-up is intended by it or any of its Material
Subsidiaries, other than any amalgamation, demerger, merger or corporate reconstruction
permitted by Clause 20.5 (Merger).
	 
	17.12	 	Immunity
	 
	 	 	Neither it nor any of its assets is entitled to immunity from suit, execution, attachment or
other legal process and in any proceedings taken in Singapore in relation to the Finance
Documents, it will not be entitled to claim immunity for itself or any of its assets arising
from suit, execution or other legal process.
	 
	17.13	 	No proceedings pending or threatened
	 
	(a)	 	No litigation, arbitration or administrative proceedings of or before any court, arbitral
body or agency which, if adversely determined, is likely to have a Material Adverse Effect
have (to the best of its knowledge and belief) been started or threatened against it or any of
its Material Subsidiaries.
	 
	(b)	 	Paragraph (a) above shall not apply to any litigation, arbitration or administrative
proceeding before any court, arbitral body or agency which:






	 	(i)	 	relates to solely to any Tax dispute which is of a frivolous or vexatious nature
and is being contested by it in good faith by appropriate means prior to a final and
non-appealable order being made against it; or
	 
	 	(ii)	 	in any other case, is of a frivolous or vexatious nature and is being contested
by it in good faith by appropriate means prior to an order being made against it.






	17.14	 	Solvency
	 
	 	 	It is not insolvent or unable to pay its debts (including subordinated and contingent debts),
nor is the value of its assets less than its liabilities (taking into account contingent
liabilities required to be recorded under US GAAP) nor, in any such case, will it become so
or the value of its assets become less than its aforesaid liabilities in consequence of
entering into any Finance Document and/or performing any transaction contemplated by any
Finance Document.




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	17.15	 	Taxes
	 
	 	 	It and each its Material Subsidiaries have paid when due all Taxes required to be paid by it
other than any Taxes:






	 	(a)	 	being contested by it in good faith and in accordance with the relevant
procedures;
	 
	 	(b)	 	which have been disclosed to the Arranger and for which adequate reserves are
being maintained in accordance with US GAAP; and
	 
	 	(c)	 	where payment can be lawfully withheld and will not result in the imposition of
any penalty nor in any Security ranking in priority to the claims of any Finance Party
under any Finance Document.






	17.16	 	Repetition
	 
	 	 	The Repeating Representations are deemed to be made by the Borrower by reference to the facts
and circumstances then existing at all times during the continuance of this Agreement.










	18.	 	INFORMATION UNDERTAKINGS






	 	 	The undertakings in this Clause 18 remain in force from the date of this Agreement for so
long as any amount is outstanding under the Finance Documents or any Commitment is in force.
	 
	18.1	 	Financial statements
	 
	 	 	The Borrower shall supply to the Agent in sufficient copies for all the Lenders:






	 	(a)	 	as soon as the same become available, but in any event within 180 days after the
end of each of its financial years, its audited consolidated financial statements for
that financial year; and
	 
	 	(b)	 	as soon as the same become available, but in any event within 60 days after the
end of each quarter of each of its financial years, its consolidated financial
statements for that quarter.






	18.2	 	Compliance Certificate
	 
	(a)	 	The Borrower shall supply to the Agent, with each set of financial statements delivered
pursuant to paragraphs (a) or paragraph (b) of Clause 18.1 (Financial statements), a
Compliance Certificate setting out (in reasonable detail) computations as to compliance with
Clause 19 (Financial Covenants) as at the date on which those financial statements were drawn
up.
	 
	(b)	 	Each Compliance Certificate shall be signed by a director or authorized officer on behalf of
the Borrower.




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	18.3	 	Requirements as to financial statements
	 
	(a)	 	Each set of financial statements delivered by the Borrower pursuant to Clause 18.1 (Financial
statements) shall be certified by a director or authorized officer on behalf of the Borrower
as fairly representing its (or, as the case may be, its consolidated) financial condition and
operations as at the end of and for the period in relation to which those financial statements
were drawn up.
	 
	(b)	 	The Borrower shall procure that each set of financial statements delivered pursuant to Clause
18.1 (Financial statements) is prepared using US GAAP.
	 
	18.4	 	Information: miscellaneous
	 
	 	 	The Borrower shall supply to the Agent (in sufficient copies for all the Lenders, if the
Agent so requests):






	 	(a)	 	all documents dispatched by the Borrower to its shareholders (or any class of
them) or its creditors generally at the same time as they are dispatched;
	 
	 	(b)	 	promptly upon becoming aware of them, the details of any litigation, arbitration
or administrative proceedings which are current, threatened or pending against any
member of the Group, and which might, if adversely determined, have a Material Adverse
Effect; and
	 
	 	(c)	 	promptly, such further information regarding the financial condition, business
and operations of any member of the Group as any Finance Party (through the Agent) may
reasonably request, except to the extent that disclosure of the information would breach
any law, regulation, stock exchange requirement or duty of confidentiality.






	18.5	 	Notification of default
	 
	(a)	 	The Borrower shall notify the Agent of any Event of Default (and the steps, if any, being
taken to remedy it) promptly upon becoming aware of its occurrence.
	 
	(b)	 	Promptly upon a request by the Agent, the Borrower shall supply to the Agent a certificate
signed by a director or authorized officer on its behalf certifying that no Event of Default
is continuing (or if an Event of Default is continuing, specifying the Event of Default and
the steps, if any, being taken to remedy it).










	19.	 	FINANCIAL COVENANTS
	 
	19.1	 	Financial condition of the Group
	 
	 	 	The Borrower shall ensure and procure that the financial condition of the Group shall, so
long as any amount is outstanding under the Finance Documents or any Commitment is in force,
be such that:






	 	(a)	 	the Consolidated Tangible Net Worth for each Test Period shall not at any time be
less than US$450 million;




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	 	(b)	 	the ratio of Consolidated Total Net Debt to Consolidated Tangible Net Worth for
each Test Period will not exceed 2 to 1; and
	 
	 	(c)	 	the Consolidated Coverage Ratio for each Test Period shall not at any time be
less than 2 to 1.






	19.2	 	Financial covenant calculations
	 
	 	 	Consolidated Coverage Ratio, Consolidated Tangible Net Worth and Consolidated Total Net Debt,
shall be calculated and interpreted on a consolidated basis by reference to the audited and
unaudited financial statements of the Group and the Compliance Certificates delivered under
Clause 18.1 (Financial statements) and Clause 18.2 (Compliance Certificate).
	 
	19.3	 	Definitions
	 
	 	 	In this Clause 19, “Consolidated Coverage Ratio”, “Consolidated Tangible Net Worth”, “Test
Period” and “Consolidated Total Net Debt” have the respective meanings given to them in
Schedule 7 (Financial Definitions).










	20.	 	GENERAL UNDERTAKINGS






	 	 	The undertakings in this Clause 20 remain in force from the date of this Agreement for so
long as any amount is outstanding under the Finance Documents or any Commitment is in force.
	 
	20.1	 	Authorizations
	 
	 	 	The Borrower shall (and the Borrower shall ensure that each of its Material Subsidiaries
will) promptly obtain, comply with and do all that is necessary to maintain in full force and
effect (and supply certified copies to the Agent of) any:






	 	(a)	 	Authorization required under any applicable law or regulation; and
	 
	 	(b)	 	any agreement:






	 	(i)	 	to enable it to perform its obligations under the Finance
Documents;
	 
	 	(ii)	 	to ensure the legality, validity, enforceability or admissibility
in evidence in its jurisdiction of incorporation of any Finance Document; and
	 
	 	(iii)	 	to enable it to carry on its business as it is being conducted
from time to time if failure to obtain, comply with or maintain any such
Authorization or agreement might have a Material Adverse Effect.






	20.2	 	Compliance with laws
	 
	 	 	The Borrower shall comply in all respects with all laws to which it may be subject, if
failure so to comply would materially impair its ability to perform its obligations under the
Finance Documents.






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	20.3	 	Negative pledge
	 
	(a)	 	The Borrower shall not (and shall ensure that no Material Subsidiary (other than an
Unrestricted Subsidiary) will) create or permit to subsist any Security over any of its
assets.
	 
	(b)	 	The Borrower shall not (and shall ensure that no Material Subsidiary (other than an
Unrestricted Subsidiary) will):






	 	(i)	 	sell, transfer or otherwise dispose of any of its assets on terms whereby they
are or may be leased to or re-acquired by any other member of the Group;
	 
	 	(ii)	 	sell, transfer or otherwise dispose of any of its receivables on recourse
terms;
	 
	 	(iii)	 	enter into any arrangement under which money or the benefit of a bank or other
account may be applied, set-off or made subject to a combination of accounts; or
	 
	 	(iv)	 	enter into any other preferential arrangement having a similar effect,
	 
	 	in circumstances where the arrangement or transaction is entered into primarily as a method
of raising Financial Indebtedness or of financing the acquisition of an asset.






	(c)	 	Paragraphs (a) and (b) above do not apply to any Permitted Security.
	 
	20.4	 	Disposals
	 
	(a)	 	The Borrower shall not (and shall ensure that no Material Subsidiary (other than an
Unrestricted Subsidiary) will) enter into a single transaction or a series of transactions
(whether related or not and whether voluntary or involuntary) to sell, lease, transfer or
otherwise dispose of:






	 	(i)	 	all or any material part of its assets; or
	 
	 	(ii)	 	any asset, the sale, lease, transfer or disposal of which would have a Material
Adverse Effect.






	(b)	 	Paragraph (a) above does not apply to any sale, lease, transfer or other disposal:






	 	(i)	 	made in the ordinary course of business of the disposing entity;
	 
	 	(ii)	 	of assets in exchange for or to be replaced by other assets comparable or
superior as to type, value and quality;
	 
	 	(iii)	 	at arm’s length and on normal commercial terms of assets no longer required
for the disposing entity’s business;
	 
	 	(iv)	 	at arm’s length and on normal commercial terms for cash, for any purpose not
prohibited by any Finance Document;
	 
	 	(v)	 	at arm’s length and on normal commercial terms to another member of the Group;
	 
	 	(vi)	 	in relation to the short term investment of funds not immediately required in
the relevant entity’s business or the realisation of those investments;




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	 	(vii)	 	in relation to the making of a lawful distribution to its shareholders;
	 
	 	(viii)	 	made in accordance with a Permitted Disposal; or
	 
	 	(ix)	 	made with the prior consent of the Majority Lenders.






	20.5	 	Merger
	 
	 	 	The Borrower shall not (and shall ensure that no Material Subsidiary will) enter into any
amalgamation, demerger, merger or corporate reconstruction other than:






	 	(a)	 	in relation to the Borrower, a Permitted Merger;
	 
	 	(b)	 	in relation to a Material Subsidiary, on a solvent basis with one or more other
members of the Group other than the Borrower; or
	 
	 	(c)	 	with the prior consent of the Majority Lenders.






	20.6	 	Change of business
	 
	 	 	The Borrower shall procure that no material change is made to the general nature of the
business of the Group taken as a whole from that carried on at the date of this Agreement,
except with the prior consent of the Majority Lenders, provided no member of the Group shall
be prevented from engaging in any ancillary or related business.
	 
	20.7	 	Insurance
	 
	 	 	The Borrower shall (and shall ensure that each Material Subsidiary will) maintain insurances
on and in relation to its business and assets with reputable underwriters or insurance
companies against those risks, and to the extent, usually insured against by prudent
companies located in the same or a similar location and carrying on a similar business.
	 
	20.8	 	Conduct of Affairs
	 
	 	 	The Borrower shall at all times carry on and conduct its affairs in a proper and efficient
manner.
	 
	20.9	 	Pari Passu
	 
	 	 	The Borrower shall ensure that its obligations under the Finance Documents rank at all times
at least pari passu in right of priority and payment with the claims of all its
other unsecured and unsubordinated creditors, except for obligations mandatorily preferred
by law applying to companies generally.
	 
	20.10	 	Assets
	 
	 	 	The Borrower shall (and shall ensure that each Material Subsidiary will) maintain all its
assets necessary for the conduct of its business as conducted from time to time in good
working order and condition, ordinary wear and tear excepted.
	 
	20.11	 	Prompt Payment of Taxes
	 
	 	 	The Borrower shall (and shall procure that each Material Subsidiary will) pay all Taxes
payable by it, other than those Taxes which:




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	 	(a)	 	are being contested in good faith by it; or
	 
	 	(b)	 	do not or are unlikely to have a Material Adverse Effect.






	20.12	 	Further Assurance
	 
	 	 	The Borrower shall from time to time on the request by the Agent (or by any other Finance
Party through the Agent) do or procure the doing of all such acts and will execute or
procure the execution of all such documents as any Finance Party may reasonably consider
necessary for giving full effect to each of the Finance Documents or securing to the Finance
Parties the full benefits of all rights, powers and remedies conferred upon the Finance
Parties in any of the Finance Documents.










	21.	 	EVENTS OF DEFAULT






	 	 	Each of the events or circumstances set out from Clauses 21.1 to 21.12 is an Event of
Default.
	 
	21.1	 	Non-payment
	 
	 	 	The Borrower does not pay on the due date any amount payable pursuant to a Finance Document
at the place at and in the currency in which it is expressed to be payable unless:






	 	(a)	 	payment is made within two Business Days of its due date; or
	 
	 	(b)	 	where its failure to pay is caused by a Disruption Event, payment is made
within five Business Days of its due date.






	21.2	 	Other obligations
	 
	(a)	 	The Borrower does not comply with any provision of the Finance Documents (other than in
Clause 19 (Financial Covenants) and Clause 21.1 (Non-payment)).
	 
	(b)	 	No Event of Default under paragraph (a) above will occur if the failure to comply is capable
of remedy and is remedied within 30 days of the Agent giving notice to the Borrower or the
Borrower becoming aware of the failure to comply.
	 
	21.3	 	Misrepresentation
	 
	(a)	 	Any representation or statement made or deemed to be made by the Borrower in the Finance
Documents or any other document delivered by or on behalf of the Borrower under or in
connection with any Finance Document is or proves to have been incorrect or misleading in any
material respect when made or deemed to be made.
	 
	(b)	 	No Event of Default under paragraph (a) above will occur if the misrepresentation or
misstatement, or the circumstances giving rise to it, is/are capable of remedy and is/are
remedied within 30 days of the Agent giving notice to the Borrower or the Borrower becoming
aware of the failure to comply.




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	21.4	 	Cross default
	 
	(a)	 	Any Financial Indebtedness of the Borrower or any Material Subsidiary is not paid when due
nor within any applicable grace period and the obligation to pay is not being disputed in good
faith by appropriate means prior to an order being made against it.
	 
	(b)	 	Any Financial Indebtedness of the Borrower or any Material Subsidiary is declared to be or
otherwise becomes due and payable prior to its specified maturity as a result of an event of
default (however described).
	 
	(c)	 	Any commitment for any Financial Indebtedness of the Borrower or any Material Subsidiary is
cancelled or suspended by a creditor of the Borrower or any Material Subsidiary as a result of
an event of default (however described).
	 
	(d)	 	Any creditor of the Borrower or any Material Subsidiary becomes entitled to declare any
Financial Indebtedness of the Borrower or that Material Subsidiary due and payable prior to
its specified maturity as a result of an event of default (however described).
	 
	(e)	 	No Event of Default will occur under this Clause 21.4 if the aggregate amount of Financial
Indebtedness or commitment for Financial Indebtedness falling within paragraphs (a) to (d)
above is less than US$15 million (or its equivalent in any other currency or currencies).
	 
	21.5	 	Insolvency
	 
	(a)	 	The Borrower or any Material Subsidiary is unable or admits inability to pay its debts as
they fall due, suspends making payments on any of its debts or, by reason of actual
or anticipated financial difficulties, commences negotiations with one or more of its
creditors with a view to rescheduling any of its indebtedness.
	 
	(b)	 	The value of the assets of the Borrower or any Material Subsidiary is less than its
liabilities (taking into account contingent liabilities required to be recorded under US
GAAP).
	 
	(c)	 	A moratorium is declared in respect of any indebtedness of the Borrower or any Material
Subsidiary.
	 
	(d)	 	For the avoidance of doubt, paragraph (a) above shall not apply to any failure by the
Borrower or any Material Subsidiary to pay any of its trade indebtedness, where:






	 	(i)	 	the failure to pay is not by reason of actual or anticipated financial
difficulties; and
	 
	 	(ii)	 	such payment is being contested in good faith by appropriate means prior to an
order being made against it.






	21.6	 	Insolvency proceedings
	 
	(a)	 	A shareholders’ resolution is passed or an order is made for the winding-up or dissolution
of, or a liquidator, administrator, compulsory manager or other similar officer is appointed
in respect of, the Borrower or any Material Subsidiary other than for a solvent winding-up,
dissolution or liquidation of any Material Subsidiary before that resolution is passed or that
order is made on terms approved by the Majority Lenders.




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	(b)	 	A shareholders’ resolution is passed, or an order is made, or an agreement is entered into or
proposed by the Borrower or any Material Subsidiary, for the suspension of payments by, a
moratorium of any indebtedness of, or a general composition or assignment for the benefit of
the creditors of, the Borrower and/or any Material Subsidiary.
	 
	(c)	 	A receiver, administrative receiver, judicial manager, compulsory manager or other similar
officer is appointed in respect of the Borrower or any Material Subsidiary or any of its
assets, or any Security is enforced over the Borrower’s or any Material Subsidiary’s assets,
having an aggregate value of and in respect of indebtedness aggregating not less than the
amount specified in paragraph (e) of Clause 21.4 (Cross default).
	 
	(d)	 	Any analogous procedure, action or step referred to in paragraphs (a) to (c) above is taken
in any jurisdiction.
	 
	21.7	 	Creditors’ process
	 
	 	 	Any expropriation, attachment, sequestration, distress or execution affects all or (as
reasonably determined by the Majority Lenders) a material part of the assets of the Borrower
or any Material Subsidiary which:






	 	(a)	 	is not being disputed in good faith by appropriate means; and
	 
	 	(b)	 	is not discharged within 30 days.






	21.8	 	Nationalisation
	 
	 	 	Any step is taken by any person with a view to the seizure, compulsory acquisition,
expropriation or nationalisation of all or a material part of the assets of the Borrower or
any Material Subsidiary.
	 
	21.9	 	Cessation of Business
	 
	 	 	The Borrower or any Material Subsidiary ceases or threatens to cease to carry on all or a
material part of its business, other than as permitted by Clause 20.5 (Merger).
	 
	21.10	 	Unlawfulness
	 
	 	 	It is or becomes unlawful for the Borrower to perform any of its obligations under the
Finance Documents.
	 
	21.11	 	Repudiation
	 
	 	 	The Borrower repudiates a Finance Document or evidences an intention to repudiate a Finance
Document.
	 
	21.12	 	Material adverse change
	 
	 	 	Any event or circumstance occurs which is likely to have a Material Adverse Effect.
	 
	21.13	 	Acceleration
	 
	 	 	On and at any time after the occurrence of an Event of Default which is continuing, the
Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower:






	 	(a)	 	cancel the Total Commitments whereupon they shall immediately be cancelled;




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	 	(b)	 	declare that all or part of the Loans, together with accrued interest, and all
other amounts accrued or outstanding under the Finance Documents be immediately due and
payable, whereupon they shall become immediately due and payable; and/or
	 
	 	(c)	 	declare that all or part of the Loans be payable on demand, whereupon they
shall immediately become payable on demand by the Agent on the instructions of the
Majority Lenders.










	22.	 	CHANGES TO THE LENDERS






	22.1	 	Assignments and transfers by the Lenders
	 
	 	 	Subject to this Clause 22, a Lender (the “Existing Lender”) may:






	 	(a)	 	assign any of its rights; or
	 
	 	(b)	 	transfer by novation any of its rights and obligations,






	 	 	to any of the following persons (the “New Lender”):






	 	(i)	 	before the occurrence of an Event of Default, an Eligible Lender; and
	 
	 	(ii)	 	after the occurrence of an Event of Default which is continuing, another bank
or financial institution or to a trust, fund or other entity which is regularly engaged
in or established for the purpose of making, purchasing or investing in loans,
securities or other financial assets.






	22.2	 	Conditions of assignment or transfer
	 
	(a)	 	The consent of the Borrower is not required for an assignment or transfer by a Lender, unless
the New Lender is a Restricted Person, in which case the consent of the Borrower is required
for the assignment or transfer.
	 
	(b)	 	The consent of the Borrower to an assignment or transfer to a Restricted Person must not be
unreasonably withheld or delayed. The Borrower will be deemed to have given its consent five
Business Days after the Existing Lender has requested it unless consent is expressly refused
by the Borrower within that time.
	 
	(c)	 	An assignment will only be effective on receipt by the Agent of written confirmation from the
New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume
the same obligations to the other Finance Parties as it would have been under if it was an
Original Lender.
	 
	(d)	 	A transfer will only be effective if the procedure set out in Clause 22.5 (Procedure for
transfer) is complied with.
	 
	(e)	 	If:






	 	(i)	 	a Lender assigns or transfers any of its rights or obligations under the
Finance Documents or changes its Facility Office; and




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	 	(ii)	 	as a result of circumstances existing at the date the assignment, transfer or
change occurs, the Borrower would be obliged to make a payment to the New Lender or
Lender acting through its new Facility Office under Clause 12 (Tax Gross up and
Indemnities) or Clause 13 (Increased Costs),






	 	 	then the New Lender or Lender acting through its new Facility Office is only entitled to
receive payment under those Clauses to the same extent as the Existing Lender or
Lender acting through its previous Facility Office would have been if the assignment,
transfer or change had not occurred.
	 
	22.3	 	Assignment or transfer fee
	 
	 	 	The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to
the Agent (for its own account) a fee of US$1,000.
	 
	22.4	 	Limitation of responsibility of Existing Lenders
	 
	(a)	 	Unless expressly agreed to the contrary, an Existing Lender makes no representation or
warranty and assumes no responsibility to a New Lender for:






	 	(i)	 	the legality, validity, effectiveness, adequacy or enforceability of the
Finance Documents or any other documents;
	 
	 	(ii)	 	the financial condition of the Borrower;
	 
	 	(iii)	 	the performance and observance by the Borrower of its obligations under the
Finance Documents or any other documents; or
	 
	 	(iv)	 	the accuracy of any statements (whether written or oral) made in or in
connection with any Finance Document or any other document,






	 	 	and any representations or warranties implied by law are excluded.
	 
	(b)	 	Each New Lender confirms to the Existing Lender and the other Finance Parties that it:






	 	(i)	 	has made (and shall continue to make) its own independent investigation and
assessment of the financial condition and affairs of the Borrower and its related
entities in connection with its participation in this Agreement and has not relied
exclusively on any information provided to it by the Existing Lender in connection with
any Finance Document; and
	 
	 	(ii)	 	will continue to make its own independent appraisal of the creditworthiness of
the Borrower and its related entities whilst any amount is or may be outstanding under
the Finance Documents or any Commitment is in force.






	(c)	 	Nothing in any Finance Document obliges an Existing Lender to:






	 	(i)	 	accept a re-transfer from a New Lender of any of the rights and obligations
assigned or transferred under this Clause 22; or




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	 	(ii)	 	support any losses directly or indirectly incurred by the New Lender by reason
of the non-performance by the Borrower of its obligations under the Finance Documents
or otherwise.






	22.5	 	Procedure for transfer
	 
	(a)	 	Subject to the conditions set out in Clause 22.2 (Conditions of assignment or transfer) a
transfer is effected in accordance with paragraph (b) below when the Agent
executes an otherwise duly completed Transfer Certificate delivered to it by the Existing
Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt
by it of a duly completed Transfer Certificate appearing on its face to comply with the
terms of this Agreement and delivered in accordance with the terms of this Agreement,
execute that Transfer Certificate.
	 
	(b)	 	On the Transfer Date:






	 	(i)	 	to the extent that in the Transfer Certificate the Existing Lender seeks to
transfer by novation its rights and obligations under the Finance Documents each of the
Borrower and the Existing Lender shall be released from further obligations towards one
another under the Finance Documents and their respective rights against one another
under the Finance Documents shall be cancelled (being the “Discharged Rights and
Obligations”);
	 
	 	(ii)	 	each of the Borrower and the New Lender shall assume obligations towards one
another and/or acquire rights against one another which differ from the Discharged
Rights and Obligations only insofar as the Borrower and the New Lender have assumed
and/or acquired the same in place of the Borrower and the Existing Lender;
	 
	 	(iii)	 	the Agent, the Arranger, the New Lender and other Lenders shall acquire the
same rights and assume the same obligations between themselves as they would have
acquired and assumed had the New Lender been an Original Lender with the rights and/or
obligations acquired or assumed by it as a result of the transfer and to that extent
the Agent, the Arranger and the Existing Lender shall each be released from further
obligations to each other under the Finance Documents; and
	 
	 	(iv)	 	the New Lender shall become a Party as a “Lender”.






	22.6	 	Disclosure of information
	 
	 	 	Any Finance Party and any of its officers (as defined in the Banking Act, Chapter 19 of
Singapore (the “Banking Act”)) may disclose to:






	 	(a)	 	its head office or any of its Affiliates, branches, representative offices,
associates or related companies;
	 
	 	(b)	 	(where that Finance Party is a Lender) any person to (or through) whom that
Lender assigns or transfers (or may potentially assign or transfer) all or any of its




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	 	 	 	rights and obligations under this Agreement for the purpose of that actual or potential
assignment or transfer;
	 
	 	(c)	 	(where that Finance Party is a Lender) any person with (or through) whom that
Lender enters into (or may potentially enter into) any sub-participation in relation
to, or any other transaction under which payments are to be made by
reference to, this Agreement or the Borrower for the purpose of that actual or
potential sub-participation or transaction;
	 
	 	(d)	 	(where that Finance Party is the Agent) any person who is succeeding (or may
potentially succeed) that Finance Party in such capacity;
	 
	 	(e)	 	any person who that Finance party deems fit for the purpose of any merger,
amalgamation, acquisition, corporate reconstruction, corporate reorganization
undertaken (or which may be potentially undertaken) by that Finance Party on a
confidential basis;
	 
	 	(f)	 	any person to whom, and to the extent that, information is required to be
disclosed by any applicable law or regulation;
	 
	 	(g)	 	any person to whom that Finance Party is under a duty to disclose;
	 
	 	(h)	 	any insurer or re-insurer of that Finance Party or the Borrower;
	 
	 	(i)	 	any person who is providing services to that Finance Party; or
	 
	 	(j)	 	any person who is a person, or who belongs to a class of persons, specified in
the second column of the Third Schedule to the Banking Act,






	 	 	any customer information (as defined in the Banking Act) or any other information about the
Borrower, the Group and the Finance Documents as that Finance Party shall consider
appropriate, provided that in relation to paragraphs (a) to (e), (h) and (i) above, that
Finance Party shall not disclose any information where it has been notified by the Borrower
that the disclosure of such information by that Finance Party would result in the breach by
the Borrower of any law, regulation or stock exchange requirement.
	 
	 	 	This Clause 22.6 is not, and shall not be deemed to constitute, an express or implied
agreement by any Finance Party with the Borrower for a higher degree of confidentiality than
that described in Section 47 of the Banking Act and in the Third Schedule to the Banking
Act.










	23.	 	CHANGES TO THE BORROWER






	 	 	The Borrower may not assign any of its rights or transfer any of its rights or obligations
under the Finance Documents.




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	24.	 	ROLE OF THE AGENT AND THE ARRANGER






	24.1	 	Appointment of the Agent
	 
	(a)	 	Each other Finance Party appoints the Agent to act as its agent under and in connection with
the Finance Documents.
	 
	(b)	 	Each other Finance Party authorizes the Agent to exercise the rights, powers, authorities and
discretions specifically given to the Agent under or in connection with the Finance Documents
together with any other incidental rights, powers, authorities and discretions.
	 
	24.2	 	Duties of the Agent
	 
	(a)	 	The Agent shall promptly forward to a Party the original or a copy of any document which is
delivered to the Agent for that Party by any other Party.
	 
	(b)	 	Except where a Finance Document specifically provides otherwise, the Agent is not obliged to
review or check the adequacy, accuracy or completeness of any document it forwards to another
Party.
	 
	(c)	 	If the Agent receives notice from a Party referring to this Agreement, describing a Default
and stating that the circumstance described is a Default, it shall promptly notify the Finance
Parties.
	 
	(d)	 	If the Agent is aware of the non-payment of any principal, interest, commitment fee or other
fee payable to a Finance Party (other than the Agent or the Arranger) under this Agreement it
shall promptly notify the other Finance Parties.
	 
	(e)	 	The Agent’s duties under the Finance Documents are solely mechanical and administrative in
nature.
	 
	24.3	 	Role of the Arranger
	 
	 	 	Except as specifically provided in the Finance Documents, the Arranger has no obligations of
any kind to any other Party under or in connection with any Finance Document.
	 
	24.4	 	No fiduciary duties
	 
	(a)	 	Nothing in this Agreement constitutes the Agent or the Arranger as a trustee or fiduciary of
any other person.
	 
	(b)	 	Neither the Agent nor the Arranger shall be bound to account to any Lender for any sum or the
profit element of any sum received by it for its own account.
	 
	24.5	 	Business with the Borrower and Group
	 
	 	 	The Agent and the Arranger may accept deposits from, lend money to and generally engage in
any kind of banking or other business with the Borrower, any member of the Group or any
other person.




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	24.6	 	Rights and discretions of the Agent

	 
	(a)	 	The Agent may rely on:






	 	(i)	 	any representation, notice or document believed by it to be genuine, correct
and appropriately authorized; and
	 
	 	(ii)	 	any statement made by a director, authorized signatory or employee of any
person regarding any matters which may reasonably be assumed to be within his knowledge
or within his power to verify.






	(b)	 	The Agent may assume (unless it has received notice to the contrary in its capacity as agent
for the Lenders) that:






	 	(i)	 	no Default has occurred (unless it has actual knowledge of a Default arising
under Clause 21.1 (Non-payment)); and
	 
	 	(ii)	 	any right, power, authority or discretion vested in any Party or any group of
Lenders has not been exercised.






	(c)	 	The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants,
surveyors or other experts.
	 
	(d)	 	The Agent may act in relation to the Finance Documents through its personnel and agents.
	 
	(e)	 	The Agent may disclose to any other Party any information it reasonably believes it has
received as agent under this Agreement.
	 
	(f)	 	Notwithstanding any other provision of any Finance Document to the contrary, no Finance Party
is obliged to do or omit to do anything if it would or might in its reasonable opinion
constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of
confidentiality.
	 
	24.7	 	Majority Lenders’ instructions
	 
	(a)	 	Unless a contrary indication appears in a Finance Document, the Agent shall (i) exercise any
right, power, authority or discretion vested in it as Agent in accordance with any
instructions given to it by the Majority Lenders (or, if so instructed by the Majority
Lenders, refrain from exercising any right, power, authority or discretion vested in it as
Agent) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking
any action) in accordance with an instruction of the Majority Lenders.
	 
	(b)	 	Unless a contrary indication appears in a Finance Document, any instructions given by the
Majority Lenders will be binding on all the Finance Parties.
	 
	(c)	 	The Agent may refrain from acting in accordance with the instructions of the Majority Lenders
(or, if appropriate, the Lenders) until it has received such security as it may require for
any cost, loss or liability (together with any associated goods and services tax) which it may
incur in complying with the instructions.




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	(d)	 	In the absence of instructions from the Majority Lenders (or, if appropriate, the Lenders),
the Agent may act (or refrain from taking action) as it considers to be in the best interest
of the Lenders.
	 
	(e)	 	The Agent is not authorized to act on behalf of a Lender (without first obtaining that
Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document.
	 
	24.8	 	Responsibility for documentation
	 
	 	 	Neither the Agent nor the Arranger:






	 	(a)	 	is responsible for the adequacy, accuracy and/or completeness of any
information (whether oral or written) supplied by the Agent, the Arranger or the
Borrower or any other person given in or in connection with any Finance Document; or
	 
	 	(b)	 	is responsible for the legality, validity, effectiveness, adequacy or
enforceability of any Finance Document or any other agreement, arrangement or document
entered into, made or executed in anticipation of or in connection with any Finance
Document.






	24.9	 	Exclusion of liability
	 
	(a)	 	Without limiting paragraph (b) below, the Agent will not be liable for any action taken by it
under or in connection with any Finance Document, unless directly caused by its gross
negligence or wilful misconduct.
	 
	(b)	 	No Party (other than the Agent) may take any proceedings against any officer, employee or
agent of the Agent in respect of any claim it might have against the Agent or in respect of
any act or omission of any kind by that officer, employee or agent in relation to any Finance
Document and any officer, employee or agent of the Agent may rely on this Clause. Any third
party referred to in this paragraph (b) may enjoy the benefit of or enforce the terms of this
paragraph in accordance with the provisions of the Contracts (Rights of Third Parties) Act,
Chapter 53B of Singapore.
	 
	(c)	 	The Agent will not be liable for any delay (or any related consequences) in crediting an
account with an amount required under the Finance Documents to be paid by the Agent if the
Agent has taken all necessary steps as soon as reasonably practicable to comply with the
regulations or operating procedures of any recognized clearing or settlement system used by
the Agent for that purpose.
	 
	24.10	 	Lenders’ indemnity to the Agent
	 
	 	 	Each Lender shall (in proportion to its share of the Total Commitments or, if the Total
Commitments are then zero, to its share of the Total Commitments immediately prior to their
reduction to zero) indemnify the Agent, within three Business Days of demand, against any
cost, loss or liability incurred by the Agent (otherwise than by reason of the Agent’s gross
negligence or wilful misconduct) in acting as Agent under the Finance




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	 	 	Documents (unless the
Agent has been reimbursed by the Borrower pursuant to a Finance Document).






	24.11	 	Resignation of the Agent
	 
	(a)	 	The Agent may resign and appoint one of its Affiliates acting through an office in Singapore
as successor by giving notice to the other Finance Parties and the Borrower.
	 
	(b)	 	Alternatively the Agent may resign by giving notice to the other Finance Parties and the
Borrower, in which case the Majority Lenders (after consultation with the Borrower) may
appoint a successor Agent.
	 
	(c)	 	If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b)
above within 30 days after notice of resignation was given, the Agent (after consultation with
the Borrower) may appoint a successor Agent (acting through an office in Singapore).
	 
	(d)	 	The retiring Agent shall, at its own cost, make available to its successor such documents and
records and provide such assistance as its successor may reasonably request for the purposes
of performing its functions as Agent under the Finance Documents.
	 
	(e)	 	The resignation notice of the Agent shall only take effect upon the appointment of a
successor.
	 
	(f)	 	Upon the appointment of a successor, the retiring Agent shall be discharged from any further
obligation in respect of the Finance Documents but shall remain entitled to the benefit of
this Clause 24. Its successor and each of the other Parties shall have the same rights and
obligations amongst themselves as they would have had if such successor had been an original
Party.
	 
	(g)	 	After consultation with the Borrower, the Majority Lenders may, by notice to the Agent,
require it to resign in accordance with paragraph (b) above. In this event, the Agent shall
resign in accordance with paragraph (b) above.
	 
	24.12	 	Confidentiality
	 
	(a)	 	The Agent (in acting as agent for the Finance Parties) shall be regarded as acting through
its respective agency or security trustee division which in each case shall be treated as a
separate entity from any other of its divisions or departments.
	 
	(b)	 	If information is received by another division or department of the Agent, it may be treated
as confidential to that division or department and the Agent shall not be deemed to have
notice of it.
	 
	24.13	 	Relationship with the Lenders
	 
	 	 	The Agent may treat each Lender as a Lender, entitled to payments under this Agreement and
acting through its Facility Office unless it has received not less than
five Business Days prior notice from that Lender to the contrary in accordance with the
terms of this Agreement.




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	24.14	 	Credit appraisal by the Lenders
	 
	 	 	Without affecting the responsibility of the Borrower for information supplied by it or on
its behalf in connection with any Finance Document, each Lender confirms to the Agent and
the Arranger that it has been, and will continue to be, solely responsible for making its
own independent appraisal and investigation of all risks arising under or in connection with
any Finance Document including but not limited to:






	 	(a)	 	the financial condition, status and nature of each member of the Group;
	 
	 	(b)	 	the legality, validity, effectiveness, adequacy or enforceability of any
Finance Document and any other agreement, Security, arrangement or document entered
into, made or executed in anticipation of, under or in connection with any Finance
Document;
	 
	 	(c)	 	whether that Lender has recourse, and the nature and extent of that recourse,
against any Party or any of its respective assets under or in connection with any
Finance Document, the transactions contemplated by the Finance Documents or any other
agreement, Security, arrangement or document entered into, made or executed in
anticipation of, under or in connection with any Finance Document; and
	 
	 	(d)	 	the adequacy, accuracy and/or completeness of any information provided by the
Agent, any Party or by any other person under or in connection with any Finance
Document, the transactions contemplated by the Finance Documents or any other
agreement, Security, arrangement or document entered into, made or executed in
anticipation of, under or in connection with any Finance Document.






	24.15	 	Reference Banks
	 
	 	 	If a Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which it is an
Affiliate) ceases to be a Lender, the Agent shall (in consultation with the Borrower)
appoint another Lender or an Affiliate of a Lender to replace that Reference Bank.
	 
	24.16	 	Deduction from amounts payable by the Agent
	 
	 	 	If any Party owes an amount to the Agent under the Finance Documents the Agent may, after
giving notice to that Party, deduct an amount not exceeding that amount from any payment to
that Party which the Agent would otherwise be obliged to make under the Finance Documents
and apply the amount deducted in or towards satisfaction of the amount owed. For the
purposes of the Finance Documents that Party shall be regarded as having received any amount
so deducted.
	 
	24.17	 	Transfer Certificate
	 
	 	 	Each Party (except for the Lender and any bank, financial institution, trust, fund or other
entity which is seeking the relevant transfer in accordance with Clause 22 (Changes to the
Lenders)) irrevocably authorizes the Agent to sign each Transfer Certificate on its behalf.




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	25.	 	CONDUCT OF BUSINESS BY THE FINANCE PARTIES






	 	 	No provision of this Agreement will:






	 	(a)	 	interfere with the right of any Finance Party to arrange its affairs (tax or
otherwise) in whatever manner it thinks fit;
	 
	 	(b)	 	oblige any Finance Party to investigate or claim any credit, relief, remission
or repayment available to it or the extent, order and manner of any claim; or
	 
	 	(c)	 	oblige any Finance Party to disclose any information relating to its affairs
(tax or otherwise) or any computations in respect of Tax.










	26.	 	SHARING AMONG THE FINANCE PARTIES






	26.1	 	Payments to Finance Parties
	 
	 	 	If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from the
Borrower other than in accordance with Clause 27 (Payment Mechanics) and applies that amount
to a payment due under the Finance Documents then:






	 	(a)	 	the Recovering Finance Party shall, within three Business Days, notify details
of the receipt or recovery to the Agent;
	 
	 	(b)	 	the Agent shall determine whether the receipt or recovery is in excess of the
amount the Recovering Finance Party would have been paid had the receipt or recovery
been received or made by the Agent and distributed in accordance with Clause 27
(Payment Mechanics), without taking account of any Tax which would be imposed on the
Agent in relation to the receipt, recovery or distribution; and
	 
	 	(c)	 	the Recovering Finance Party shall, within three Business Days of demand by the
Agent, pay to the Agent an amount (the “Sharing Payment”) equal to such receipt or
recovery less any amount which the Agent determines may be retained by the Recovering
Finance Party as its share of any payment to be made, in accordance with Clause 27.5
(Partial payments).






	26.2	 	Redistribution of payments
	 
	 	 	The Agent shall treat the Sharing Payment as if it had been paid by the Borrower and
distribute it between the Finance Parties (other than the Recovering Finance Party) in
accordance with Clause 27.5 (Partial payments).
	 
	26.3	 	Recovering Finance Party’s rights
	 
	(a)	 	On a distribution by the Agent under Clause 26.2 (Redistribution of payments), the Recovering
Finance Party will be subrogated to the rights of the Finance Parties which have shared in the
redistribution.




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	(b)	 	If and to the extent that the Recovering Finance Party is not able to rely on its rights
under paragraph (a) above, the Borrower shall be liable to the Recovering Finance Party for a
debt equal to the Sharing Payment which is immediately due and payable.
	 
	26.4	 	Reversal of redistribution
	 
	 	 	If any part of the Sharing Payment received or recovered by a Recovering Finance Party
becomes repayable and is repaid by that Recovering Finance Party, then:






	 	(a)	 	each Finance Party which has received a share of the relevant Sharing Payment
pursuant to Clause 26.2 (Redistribution of payments) shall, upon request of the Agent,
pay to the Agent for account of that Recovering Finance Party an amount equal to the
appropriate part of its share of the Sharing Payment (together with an amount as is
necessary to reimburse that Recovering Finance Party for its proportion of any interest
on the Sharing Payment which that Recovering Finance Party is required to pay); and
	 
	 	(b)	 	that Recovering Finance Party’s rights of subrogation in respect of any
reimbursement shall be cancelled and the Borrower will be liable to the reimbursing
Finance Party for the amount so reimbursed.






	26.5	 	Exceptions
	 
	(a)	 	This Clause 26 shall not apply to the extent that the Recovering Finance Party would not,
after making any payment pursuant to this Clause 26, have a valid and enforceable claim
against the Borrower.
	 
	(b)	 	A Recovering Finance Party is not obliged to share with any other Finance Party any amount
which the Recovering Finance Party has received or recovered as a result of taking legal or
arbitration proceedings, if:






	 	(i)	 	it notified that other Finance Party of the legal or arbitration proceedings;
and
	 
	 	(ii)	 	that other Finance Party had an opportunity to participate in those legal or
arbitration proceedings but did not do so as soon as reasonably practicable having
received notice and did not take separate legal or arbitration proceedings.










	27.	 	PAYMENT MECHANICS






	27.1	 	Payments to the Agent
	 
	(a)	 	On each date on which the Borrower or a Lender is required to make a payment under a Finance
Document, the Borrower or that Lender shall make the same available to
the Agent (unless a contrary indication appears in a Finance Document) for value on the due
date at the time and in such funds specified by the Agent as being customary at the time for
settlement of transactions in the relevant currency in the place of payment.
	 
	(b)	 	Payment shall be made to such account in the principal financial centre of the country of
that currency with such bank as the Agent specifies.




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	27.2	 	Distributions by the Agent
	 
	 	 	Each payment received by the Agent under the Finance Documents for another Party shall,
subject to Clause 27.3 (Distributions to the Borrower) and Clause 27.4 (Clawback), be made
available by the Agent as soon as practicable after receipt to the Party entitled to receive
payment in accordance with this Agreement (in the case of a Lender, for the account of its
Facility Office), to such account as that Party may notify to the Agent by not less than
five Business Days’ notice with a bank in the principal financial centre of the country of
that currency.
	 
	27.3	 	Distributions to the Borrower
	 
	 	 	The Agent may (with the Borrower’s consent or in accordance with Clause 28 (Set-off)) apply
any amount received by it for the Borrower in or towards payment (on the date and in the
currency and funds of receipt) of any amount due from the Borrower under the Finance
Documents or in or towards purchase of any amount of any currency to be so applied.
	 
	27.4	 	Clawback
	 
	(a)	 	Where a sum is to be paid to the Agent under the Finance Documents for another Party, the
Agent is not obliged to pay that sum to that other Party (or to enter into or perform any
related exchange contract) until it has been able to establish to its satisfaction that it has
actually received that sum.
	 
	(b)	 	If the Agent pays an amount to another Party and it proves to be the case that the Agent had
not actually received that amount, then the Party to whom that amount (or the proceeds of any
related exchange contract) was paid by the Agent shall on demand refund the same to the Agent
together with interest on that amount from the date of payment to the date of receipt by the
Agent, calculated by it to reflect its cost of funds.
	 
	27.5	 	Partial payments
	 
	(a)	 	If the Agent receives a payment that is insufficient to discharge all the amounts then due
and payable by the Borrower under the Finance Documents, the Agent shall apply that payment
towards the Borrower’s obligations under the Finance Documents in the following order:






	 	(i)	 	first, in or towards payment pro rata of any unpaid fees, costs and expenses of
the Agent or the Arranger under the Finance Documents;
	 
	 	(ii)	 	secondly, in or towards payment pro rata of any accrued interest, fee or
commission due but unpaid under this Agreement;
	 
	 	(iii)	 	thirdly, in or towards payment pro rata of any principal due but unpaid under
this Agreement; and
	 
	 	(iv)	 	fourthly, in or towards payment pro rata of any other sum due but unpaid under
the Finance Documents.




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	(b)	 	The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs
(a)(ii) to (iv) above.
	 
	(c)	 	Paragraphs (a) and (b) above will override any appropriation made by the Borrower.
	 
	27.6	 	No set-off by the Borrower
	 
	 	 	All payments to be made by the Borrower under the Finance Documents shall be calculated and
be made without (and free and clear of any deduction for) set-off or counterclaim.
	 
	27.7	 	Business Days
	 
	(a)	 	Any payment which is due to be made on a day that is not a Business Day shall be made on the
next Business Day in the same calendar month (if there is one) or the preceding Business Day
(if there is not).
	 
	(b)	 	During any extension of the due date for payment of any principal or Unpaid Sum under this
Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the
original due date.
	 
	27.8	 	Currency of account
	 
	(a)	 	Subject to paragraphs (b) to (e) below, US Dollars is the currency of account and payment for
any sum due from the Borrower under any Finance Document.
	 
	(b)	 	A repayment of a Loan or Unpaid Sum or a part of a Loan or Unpaid Sum shall be made in the
currency in which that Loan or Unpaid Sum is denominated on its due date.
	 
	(c)	 	Each payment of interest shall be made in the currency in which the sum in respect of which
the interest is payable was denominated when that interest accrued.
	 
	(d)	 	Each payment in respect of costs, expenses or Taxes shall be made in the currency in which
the costs, expenses or Taxes are incurred.
	 
	(e)	 	Any amount expressed to be payable in a currency other than US Dollars shall be paid in that
other currency.
	 
	27.9	 	Netting of Payments
	 
	 	 	Notwithstanding any other provision of this Agreement, if on any date an amount (the “first
amount”) is to be advanced by a Lender to the Borrower under this Agreement and an amount
(the “second amount”) is due from the Borrower to that Lender under this Agreement, that
Lender shall apply the first amount in or towards payment of the second amount. The relevant
Lender shall remain obliged to advance any excess (or, as the case may be, the Borrower
shall remain obliged to pay any shortfall) in accordance with this Clause. Nothing in this
Clause 27.9 shall be effective to create a charge.




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	28.	 	SET-OFF






	 	 	A Finance Party may set off any matured obligation due from the Borrower under the Finance
Documents (to the extent beneficially owned by that Finance Party) against any matured
obligation owed by that Finance Party to the Borrower, regardless of the place of payment,
booking branch or currency of either obligation. If the obligations are in different
currencies, the Finance Party may convert either obligation at a market rate of exchange in
its usual course of business for the purpose of the set-off. That Finance Party shall
promptly notify the Borrower of any such set-off or conversion after its completion.










	29.	 	NOTICES






	29.1	 	Communications in writing
	 
	 	 	Any communication to be made under or in connection with the Finance Documents shall be made
in writing and, unless otherwise stated, may be made by fax or letter.
	 
	29.2	 	Addresses
	 
	 	 	The address and fax number (and the department or officer, if any, for whose attention the
communication is to be made) of each Party for any communication or document to be made or
delivered under or in connection with the Finance Documents is:






	 	(a)	 	in the case of the Borrower, that identified with its name below;
	 
	 	(b)	 	in the case of each Lender, that notified in writing to the Agent on or prior
to the date on which it becomes a Party; and
	 
	 	(c)	 	in the case of the Agent, that identified with its name below,






		 	or any substitute address, fax number or department or officer as the Party may notify to
the Agent (or the Agent may notify to the other Parties, if a change is made by the Agent)
by not less than five Business Days’ notice.
	 
	29.3	 	Delivery
	 
	(a)	 	Any communication or document made or delivered by one person to another under or in
connection with the Finance Documents will only be effective:






	 	(i)	 	if by way of fax, when received in legible form; or
	 
	 	(ii)	 	if by way of letter, when it has been left at the relevant address or five
Business Days after being deposited in the post postage prepaid in an envelope
addressed to it at that address,






	 	 	and, if a particular department or officer is specified as part of its address details
provided under Clause 29.2 (Addresses), if addressed to that department or officer.
	 
	(b)	 	Any communication or document to be made or delivered to the Agent will be effective only
when actually received by it and then only if it is expressly marked for the attention of




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	 	 	the
department or officer identified with it’s signature below (or any substitute department or
officer as it shall specify for this purpose).






	(c)	 	All notices from or to the Borrower shall be sent through the Agent.
	 
	29.4	 	Notification of address and fax number
	 
	 	 	Promptly upon receipt of notification of an address and fax number or change of address or
fax number pursuant to Clause 29.2 (Addresses) or changing its own address or fax number,
the Agent shall notify the other Parties.
	 
	29.5	 	English language

	 
	(a)	 	Any notice given under or in connection with any Finance Document must be in English.
	 
	(b)	 	All other documents provided under or in connection with any Finance Document must be:






	 	(i)	 	in English; or
	 
	 	(ii)	 	if not in English, and if so required by the Agent, accompanied by a certified
English translation and, in this case, the English translation will prevail unless the
document is a constitutional, statutory or other official document.










	30.	 	CALCULATIONS AND CERTIFICATES






	30.1	 	Accounts
	 
	 	 	In any litigation or arbitration proceedings arising out of or in connection with a Finance
Document, the entries made in the accounts maintained by a Finance Party are prima facie
evidence of the matters to which they relate.
	 
	30.2	 	Certificates and Determinations
	 
	 	 	Any certification or determination by a Finance Party of a rate or amount under any Finance
Document shall set out reasonable details of the basis of calculation and is, in the absence
of manifest error, conclusive evidence of the matters to which it relates, provided that:






	 	(a)	 	such Finance Party shall not be required to disclose any confidential
information relating to the organization of its affairs; and
	 
	 	(b)	 	the Borrower shall not (in the absence of manifest error) be entitled to
dispute the basis of calculation of such amount or rate.






	30.3	 	Day count convention
	 
	 	 	Any interest, commission or fee accruing under a Finance Document will accrue from day to
day and is calculated on the basis of the actual number of days elapsed and a
year of 360 days or, in any case where the practice in the London interbank market differs,
in accordance with that market practice.




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	31.	 	PARTIAL INVALIDITY






	 	 	If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or
unenforceable in any respect under any law of any jurisdiction, neither the legality,
validity or enforceability of the remaining provisions nor the legality, validity or
enforceability of such provision under the law of any other jurisdiction will in any way be
affected or impaired.










	32.	 	REMEDIES AND WAIVERS






	 	 	No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any
right or remedy under the Finance Documents shall operate as a waiver, nor shall any single
or partial exercise of any right or remedy prevent any further or other exercise or the
exercise of any other right or remedy. The rights and remedies provided in this Agreement
are cumulative and not exclusive of any rights or remedies provided by law.










	33.	 	AMENDMENTS AND WAIVERS






	33.1	 	Required consents
	 
	(a)	 	Subject to Clause 33.2 (Exceptions) any term of the Finance Documents may be amended or
waived only with the consent of the Majority Lenders and the Borrower and any such amendment
or waiver will be binding on all Parties.
	 
	(b)	 	The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by
this Clause.
	 
	33.2	 	Exceptions

	 
	(a)	 	An amendment or waiver that has the effect of changing or which relates to:






	 	(i)	 	the definition of “Majority Lenders” in Clause 1.1 (Definitions);
	 
	 	(ii)	 	an extension to the date of payment of any amount under the Finance Documents;
	 
	 	(iii)	 	a reduction in the Margin or a reduction in the amount of any payment of
principal, interest, fees or commission payable;
	 
	 	(iv)	 	an increase in or an extension of any Commitment;
	 
	 	(v)	 	a change to Clause 23 (Changes to the Borrower);
	 
	 	(vi)	 	any provision which expressly requires the consent of all the Lenders; or
	 
	 	(vii)	 	Clause 2.2 (Finance Parties’ rights and obligations), Clause 22 (Changes to
the Lenders), Clause 26 (Sharing among the Finance Parties) or this Clause 33,






	 	 	shall not be made without the prior consent of all the Lenders.
	 
	(b)	 	An amendment or waiver which relates to the rights or obligations of the Agent or the
Arranger may not be effected without the consent of the Agent or the Arranger.




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	34.	 	COUNTERPARTS






	 	 	Each Finance Document may be executed in any number of counterparts, and this has the same
effect as if the signatures on the counterparts were on a single copy of the Finance
Document.










	35.	 	GOVERNING LAW






	 	 	This Agreement is governed by Singapore law.










	36.	 	ENFORCEMENT






	36.1	 	Jurisdiction of Singapore courts
	 
	 	 	The courts of Singapore have exclusive jurisdiction to settle any dispute arising out of or
in connection with this Agreement (including a dispute regarding the existence, validity or
termination of this Agreement) (a “Dispute”).
	 
	36.2	 	Venue
	 
	 	 	The Parties agree that the courts of Singapore are the most appropriate and convenient
courts to settle Disputes and accordingly no Party will argue to the contrary.
	 
	36.3	 	Other competent jurisdiction
	 
	 	 	This Clause 36 is for the benefit of the Finance Parties only. As a result, no Finance Party
shall be prevented from taking proceedings relating to a Dispute in any other courts with
jurisdiction. To the extent allowed by law, the Finance Parties may take concurrent
proceedings in any number of jurisdictions.





This Agreement has been entered into on the date stated at the beginning of this Agreement.




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SCHEDULE 1




The Original Lenders




	 	 	 	 	 
	Name of Original Lender	 	Commitment
	 
	1.

	 	Oversea-Chinese Banking Corporation Limited
	 	US$60,000,000
	 
	2.

	 	Sumitomo Mitsui Banking Corporation, Singapore Branch
	 	US$20,000,000
	 
	3.

	 	United Overseas Bank Limited
	 	US$20,000,000
	 
	4.

	 	Malayan Banking Berhad
	 	US$10,000,000
	 
	5.

	 	Moscow Narodny Bank Limited
	 	US$10,000,000
	 
	6.

	 	Raiffeisen Zentralbank Oesterreich AG, Singapore Branch
	 	US$5,000,000
	 
	 

	 	 	 	 
	 

	 	 	Total:
	US$125,000,000
	 

	 	 	 	 






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SCHEDULE 2




Conditions Precedent





	1.	 	Borrower
	 
	(a)	 	A copy of the constitutional documents of the Borrower.
	 
	(b)	 	A copy of a resolution of the board of directors of the Borrower:






	 	(i)	 	approving the terms of, and the transactions contemplated by, the Finance
Documents and resolving that it execute the Finance Documents;
	 
	 	(ii)	 	authorizing a specified person or persons to execute the Finance Documents on its
behalf; and
	 
	 	(iii)	 	authorizing a specified person or persons, on its behalf, to sign and/or
despatch all documents and notices (including, if relevant, any Utilization Request) to
be signed and/or despatched by it under or in connection with the Finance Documents.






	(c)	 	A specimen of the signature of each person authorized by the resolution referred to in
paragraph (b) above.
	 
	(d)	 	A certificate of the Borrower (signed by a director) confirming that borrowing the Total
Commitments would not cause any borrowing or similar limit binding on the Borrower to be
exceeded.
	 
	(e)	 	A certificate of an authorized signatory of the Borrower certifying that each copy document
relating to it specified in this Schedule 2 is correct, complete and in full force and effect
as at a date no earlier than the date of this Agreement.
	 
	2.	 	Legal opinions
	 
	 	 	A legal opinion of Allen & Gledhill, legal advisers to the Arranger and the Agent in
Singapore, substantially in the form distributed to the Original Lenders prior to signing
this Agreement.
	 
	3.	 	Other documents and evidence
	 
	(a)	 	A copy of any other Authorization or other document, opinion or assurance which the Agent
considers to be necessary or desirable (if it has notified the Borrower accordingly) in
connection with the entry into and performance of the transactions contemplated by any Finance
Document or for the validity and enforceability of any Finance Document.
	 
	(b)	 	The Original Financial Statements.
	 
	(c)	 	Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 11
(Fees) and Clause 16 (Costs and Expenses) have been paid or will be paid by the first
Utilization Date.




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SCHEDULE 3




Utilization Request




	 	 	 	 	 
	From:

	 	 	 	STATS ChipPAC Ltd., as Borrower
	 
	 	 	 	 
	To:

	 	 	 	Oversea-Chinese Banking Corporation Limited, as Agent
	 
	 	 	 	 
	Dated:
	 	 	 	 
	 
	 	 	 	 
	Dear Sirs	 	 






STATS ChipPAC Ltd.




US$125,000,000 Facility Agreement




dated
10 August 2006 (the “Agreement”)





	1.	 	We refer to the Agreement. This is a Utilization Request. Terms defined in the Agreement have
the same meaning in this Utilization Request unless given a different meaning in this
Utilization Request.
	 
	2.	 	We wish to borrow a Loan on the following terms:





	 	 	 	 	 
	 

	 	Proposed Utilization Date:
	 	[               ] (or, if that is not a Business Day, the next Business Day)
	 
	 	 	 	 
	 

	 	Amount:
	 	[               ], or if less, the Available Facility
	 
	 	 	 	 
	 

	 	Interest Period:
	 	[               ]







	3.	 	We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is
satisfied on the date of this Utilization Request.
	 
	4.	 	The proceeds of this Loan should be credited to [account] at [bank].
	 
	5.	 	This Utilization Request is irrevocable.





	 	 	 	 	 
	 
	 	Yours faithfully	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 
	 
	 	authorized signatory for

STATS ChipPAC Ltd.	 	 






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SCHEDULE 4




Form of Transfer Certificate




	 	 	 	 	 
	To:

	 	 	 	Oversea-Chinese Banking Corporation Limited, as Agent
	 
	 	 	 	 
	From:

	 	 	 	[The Existing Lender] (the “Existing Lender”) and [The New Lender] (the “New Lender”)
	 
	 	 	 	 
	Dated:
	 	 	 	 






STATS ChipPAC Ltd.




US$125,000,000 Facility Agreement




dated
10 August 2006 (the “Agreement”)





	1.	 	We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement
have the same meaning in this Transfer Certificate unless given a different meaning in this
Transfer Certificate.
	 
	2.	 	We refer to Clause 22.5 (Procedure for transfer):






	 	(a)	 	The Existing Lender and the New Lender agree to the Existing Lender transferring
to the New Lender by novation all or part of the Existing Lender’s Commitment, rights
and obligations referred to in the Schedule in accordance with Clause 22.5 (Procedure
for transfer).
	 
	 	(b)	 	The proposed Transfer Date is [               ].
	 
	 	(c)	 	The Facility Office and address, fax number and attention details for notices of
the New Lender for the purposes of Clause 29.2 (Addresses) are set out in the Schedule.






	3.	 	The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations
set out in paragraph (c) of Clause 22.4 (Limitation of responsibility of Existing Lenders).
	 
	4.	 	This Transfer Certificate may be executed in any number of counterparts and this has the same
effect as if the signatures on the counterparts were on a single copy of this Transfer
Certificate.
	 
	5.	 	This Transfer Certificate is governed by Singapore law.




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THE SCHEDULE




Commitment/rights and obligations to be transferred




[insert relevant details]




[Facility Office address, fax number and attention details for notices and account details for

payments.]




	 	 	 
	[Existing Lender]

	 	[New Lender]
	 
	 	 
	By:

	 	By:






This Transfer Certificate is accepted by the Agent and the Transfer Date is confirmed as



[               ].



Oversea-Chinese Banking Corporation Limited



By:




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SCHEDULE 5




Form of Compliance Certificate




	 	 	 	 	 
	To:

	 	 	 	Oversea-Chinese Banking Corporation Limited, as Agent
	 
	 	 	 	 
	From:

	 	 	 	STATS ChipPAC Ltd., as Borrower
	 
	 	 	 	 
	Dated:
	 	 	 	 
	 
	 	 	 	 
	Dear Sirs
	 	 	 	 






STATS ChipPAC Ltd.




US$125,000,000 Facility Agreement




dated
10 August 2006 (the “Agreement”)





	1.	 	We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement
have the same meaning when used in this Compliance Certificate unless given a different
meaning in this Compliance Certificate.
	 
	2.	 	We confirm that:






	 	(i)	 	the Consolidated Tangible Net Worth for the Test Period ending on [INSERT DATE]
is US$[               ];
	 
	 	(ii)	 	the ratio of Consolidated Total Net Debt to Consolidated Tangible Net Worth for
the Test Period ending on [INSERT DATE] is [               ]; and
	 
	 	(iii)	 	the Consolidated Coverage Ratio for the Test Period ending on [INSERT DATE] is [               ].






	3.	 	[We confirm that no Event of Default is continuing.]*





Signed:  _____________

              Authorized Signatory/Director

              of

              STATS ChipPAC Ltd.




 






 




			
	*If this statement cannot be made, the
certificate should identify any Default that is continuing and the steps, if any, being taken to remedy it.




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SCHEDULE 6




Permitted Security





	1.	 	For the purposes of Clause 20.3 (Negative pledge), “Permitted Security” means:






	 	(a)	 	Security on assets of the Borrower or any Obligor securing Indebtedness and other
Obligations under Credit Facilities that was permitted by the terms of the Indenture to
be incurred and/or securing Hedging Obligations related thereto;
	 
	 	(b)	 	Security in favor of the Borrower or any Obligor;
	 
	 	(c)	 	Security on property of a person existing at the time such person is merged with
or into or consolidated with the Borrower or any Subsidiary of the Borrower; provided
that such Security were in existence prior to the contemplation of such merger or
consolidation and do not extend to any assets other than those of the person merged into
or consolidated with the Borrower or the Subsidiary;
	 
	 	(d)	 	Security on property (including Capital Stock) existing at the time of
acquisition of the property by the Borrower or any Subsidiary of the Borrower; provided
that such Security were in existence prior to, such acquisition, and not incurred in
contemplation of, such acquisition;
	 
	 	(e)	 	Security (or deposits of cash or government bonds) in favor of issuers of
performance, surety bid, indemnity, warranty, release, appeal or similar bonds to secure
such bonds or with respect to other regulatory requirements or letters of credit or
bankers’ acceptances issued, and completion guarantees provided for, in each case,
incurred in the ordinary course of business and consistent with past practice;
	 
	 	(f)	 	Security to secure Indebtedness (including Capital Lease Obligations) incurred by
the Borrower or any of the Obligors to finance the purchase, lease or improvement of
real or personal property or equipment, whether through the direct purchase of assets or
the Capital Stock of any person owning the assets, in an aggregate principal amount
which, when added together with the amount of Indebtedness incurred pursuant to this
paragraph (f) and then outstanding, does not exceed the greater of (A) US$50 million and
(B) 5% of Total Assets (in each case including any Refinancing Indebtedness of that
Indebtedness);
	 
	 	(g)	 	Existing Security;
	 
	 	(h)	 	Security for taxes, assessments or governmental charges or claims that are not
yet delinquent or that are being contested in good faith by appropriate proceedings
promptly instituted and diligently concluded or for property taxes on property that the
Borrower or one of its Subsidiaries has determined to abandon if the sole recourse for
such tax, assessment, charge, levy or claim is to such property;




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	 	 	 	provided that any reserve or other appropriate provision as is required in conformity
with US GAAP has been made therefor;
	 
	 	(i)	 	Security imposed by law, such as carriers’, warehousemen’s, landlord’s and
mechanics’ Security, in each case, incurred in the ordinary course of business;
	 
	 	(j)	 	survey exceptions, easements or reservations of, or rights of others for,
licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other
similar purposes, or zoning or other restrictions as to the use of real property that
were not incurred in connection with Indebtedness and that do not in the aggregate
materially adversely affect the value of said properties or materially impair their use
in the operation of the business of such person;
	 
	 	(k)	 	Security created for the benefit of (or to secure) the notes (or the Note
Guarantees);
	 
	 	(l)	 	Security to secure any Refinancing Indebtedness permitted to be incurred under
the Indenture; provided, however, that:






	 	(i)	 	the new Security shall be limited to all or part of the same
property and assets that secured or, under the written agreements pursuant to
which the original Security arose, could secure the original Security (plus
improvements and accessions to, such property or proceeds or distributions
thereof); and
	 
	 	(ii)	 	the Indebtedness secured by the new Security is not increased to
any amount greater than the sum of (A) the outstanding principal amount, or, if
greater, committed amount, of the Refinancing Indebtedness permitted under the
Indenture and (B) an amount necessary to pay any fees and expenses, including
premiums, related to such renewal, refunding, refinancing, replacement,
defeasance or discharge;






	 	(m)	 	Security in respect of judgments that do not constitute an Event of Default so
long as such Security are adequately bonded and any appropriate legal proceedings that
may have been duly initiated in good faith for the review of such judgment have not been
finally terminated or the period within such proceedings may be initiated has not
expired;
	 
	 	(n)	 	pledges, deposits or security under workmen’s compensation, unemployment
insurance and other social security laws or regulations, or deposits to secure the
performance of tenders, contracts (other than for the payment of Indebtedness) or
leases, or deposits to secure public or statutory obligations, or deposits as security
for import or customs duties or for the payment of rent, or deposits or other security
securing liabilities to insurance carriers under insurance or self-insurance
arrangements, in each case incurred in the ordinary course of business and consistent
with past practice;




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	 	(o)	 	in respect of the Indenture, Security in favor of the trustee with respect to the
notes for its own benefit and for the benefit of the holders of the notes;
	 
	 	(p)	 	pledges or deposits made in connection with acquisition agreements or letters of
intent entered into in respect of a proposed acquisition;
	 
	 	(q)	 	Security upon specific items of inventory or other goods and proceeds of that
person securing that person’s obligations in respect of bankers’ acceptances issued or
credited for the account of that person in the ordinary course of business to facilitate
the purchase, shipment or storage of that inventory or other goods;
	 
	 	(r)	 	Security securing reimbursement obligations with respect to commercial letters of
credit issued for the account of that person which encumber documents and other property
relating to those commercial letters of credit and the products and proceeds thereof;
	 
	 	(s)	 	Security in favor of customs and revenue authorities arising as a matter of law
to secure payment of customs duties in connection with the importation of goods by that
person;
	 
	 	(t)	 	banker’s Security, rights of set-off or similar rights and remedies as to deposit
accounts or other funds maintained with a depositary institution; provided that (a) such
deposit account is not a dedicated cash collateral account and is not subject to
restrictions against access by the Borrower in excess of those set forth by regulations
promulgated by the Federal Reserve Board or other applicable law and (b) such deposit
account is not intended by the Borrower or any Restricted Subsidiary to provide
collateral to the depositary institution;
	 
	 	(u)	 	Security arising from Uniform Commercial Code financing statement filings
regarding operating leases or consignments entered into by the Borrower and its
Restricted Subsidiaries in the ordinary course of business;
	 
	 	(v)	 	Security incurred in the ordinary course of business of the Borrower or any
Subsidiary of the Borrower with respect to obligations that do not exceed US$15 million
at any one time outstanding; or
	 
	 	(w)	 	Security created by the Borrower or any Material Subsidiary with the consent of
the Majority Lenders.






	2.	 	For purposes of this Schedule 6, Schedule 7 (Financial Definitions), Schedule 8 (Permitted
Disposal) and Schedule 9 (Permitted Merger):
	 
	 	 	“Attributable Debt” relating to a Sale/Leaseback Transaction means, as at the time of
determination, the present value (discounted at the interest rate borne by the notes,
compounded annually) of the total obligations of the lessee for rental payments during the
remaining term of the lease included in the Sale/ Leaseback Transaction, including any




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	 	 	period for which the lease has been extended or may, at the option of the lessor, be
extended.
	 
	 	 	“Average Life” means, as of the date of determination, relating to any Indebtedness or
Preferred Stock, the quotient obtained by dividing: (a) the sum of the products of the
numbers of years from the date of determination to the dates of each successive scheduled
principal payment of the Indebtedness or redemption or similar payment relating to the
Preferred Stock multiplied by the amount of the payment by (b) the sum of all the payments.
	 
	 	 	“Capital Lease Obligation” means an obligation that is required to be classified and
accounted for as a capital lease for financial reporting purposes in compliance with US GAAP,
and the amount of Indebtedness represented by the obligation shall be the capitalized amount
of the obligation determined in compliance with US GAAP; and the Stated Maturity of the
obligation shall be the date of the last payment of rent or any other amount due under the
lease prior to the first date upon which the lease may be terminated by the lessee without
payment of a penalty.
	 
	 	 	“Credit Facilities” means, one or more debt facilities (including, without limitation, the
Multi-Currency Specific Advance Facility) or commercial paper facilities, in each case, with
banks or other institutional lenders providing for revolving credit loans, term loans,
receivables financing (including through the sale of receivables to such lenders or to
special purpose entities formed to borrow from such lenders against such receivables) or
letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced
(whether upon or after termination or otherwise) or refinanced (including by means of sales
of debt securities to institutional investors) in whole or in part from time to time.
	 
	 	 	“Currency Agreement” of a person means any foreign exchange contract, currency swap agreement
or other similar agreement to which the person is a party or beneficiary.
	 
	 	 	“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any
security into which it is convertible, or for which it is exchangeable, in each case, at the
option of the holder of the Capital Stock), or upon the happening of any event, matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at
the option of the holder of the Capital Stock, in whole or in part, on or prior to the date
that is 91 days after the date on which the notes mature. Notwithstanding the preceding
sentence, any Capital Stock that would constitute Disqualified Stock solely because the
holders of the Capital Stock have the right to require the Borrower to repurchase such
Capital Stock upon the occurrence of a change of control or an asset sale will not constitute
Disqualified Stock if the terms of such Capital Stock provide that the Borrower may not
repurchase or redeem any such Capital Stock pursuant to such provisions unless such
repurchase or redemption complies with Section 4.07 (Restricted Payments) of the Indenture.
The amount of Disqualified Stock deemed to be outstanding





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	 	 	at any time for purposes of the Indenture will be the maximum amount that the Borrower and
its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to
any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued
dividends.
	 
	 	 	“Existing Security” means any Security granted by the Borrower and/or any member of the Group
(other than an Unrestricted Subsidiary) subsisting at the date of this Agreement and notified
by the Borrower to the Agent before the date of this Agreement, except to the extent the
principal amount secured by that Security exceeds the amount notified to the Agent.
	 
	 	 	“Guarantee” means a guarantee other than by endorsement of negotiable instruments for
collection in the ordinary course of business, direct or indirect, in any manner including,
without limitation, by way of a pledge of assets or through letters of credit or
reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether
arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase
assets, goods, securities or services, to take or pay or to maintain financial statement
conditions or otherwise).
	 
	 	 	“Hedging Obligations” of any person means the obligations of the person under any Interest
Rate Agreement or Currency Agreement.
	 
	 	 	“Indebtedness” of any person on any date of determination means, without duplication:






	 	(a)	 	the principal of and premium, if any, of (i) indebtedness of the person for
money borrowed and (ii) indebtedness evidenced by notes, debentures, bonds or other
similar instruments for the payment of which the person is responsible or liable;
	 
	 	(b)	 	all Capital Lease Obligations of the person and all Attributable Debt of
Sale/Leaseback Transactions entered into by the person;
	 
	 	(c)	 	all obligations of the person issued or assumed as the deferred purchase price
of property, all conditional sale obligations of the person and all obligations of the
person under any title retention agreement, but excluding trade accounts and accrued
expenses payable arising in the ordinary course of business;
	 
	 	(d)	 	all obligations of the person for the reimbursement of any obligor on any
letter of credit, banker’s acceptance or similar credit transaction, other than
obligations under letters of credit securing obligations, other than obligations
described in paragraph (a) through (c) above, entered into in the ordinary course of
business of the person to the extent the letters of credit are not drawn upon or, if
and to the extent drawn upon, the drawing is reimbursed no later than the tenth
business day following payment on the letter of credit;
	 
	 	(e)	 	the amount of all obligations of the person relating to the redemption,
repayment or other repurchase of any Disqualified Stock or, relating to any Subsidiary
of the





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	 	 	 	person, the liquidation preference relating to, any Preferred Stock, but excluding, in
each case, any accrued dividends;
	 
	 	(f)	 	all obligations of the type referred to in paragraph (a) through (e) above of
other persons and all dividends of other persons for the payment of which, in either
case, the person is responsible or liable, directly or indirectly, as obligor,
guarantor or otherwise, including by means of any Guarantee;
	 
	 	(g)	 	all obligations of the type referred to in paragraph (a) through (f) above of
other persons secured by any Security on any property or asset of the person, whether
or not the obligation is assumed by the person, the amount of the obligation being
deemed to be the lesser of the value of the property or assets or the amount of the
obligation so secured; and
	 
	 	(h)	 	to the extent not otherwise included in this definition, Hedging Obligations of
the person.






	 	 	The amount of Indebtedness of any person at any date shall be the outstanding balance at the
date of all unconditional obligations as described above and the maximum liability, upon the
occurrence of the contingency giving rise to the obligation, of any contingent obligations at
the date; provided, however, that the amount outstanding at any time of any Indebtedness
issued with original issue discount will be considered to be the face amount of the
Indebtedness less the remaining unamortized portion of the original issue discount of the
Indebtedness at the time as determined in compliance with US GAAP.
	 
	 	 	“Indenture” means the indenture dated 19 July 2005 made between (1) the Borrower, as
issuer, and (2) U.S. Bank National Association, as trustee, as amended, varied or
supplemented from time to time.
	 
	 	 	“Interest Rate Agreement” of a person means any interest rate swap agreement, interest rate
cap agreement or other financial agreement or arrangement designed to protect the person
against fluctuations in interest rates.
	 
	 	 	“Multi-Currency Specific Advance Facility” means that certain Multi-Currency Specific Advance
Facility by and between the Borrower and the Oversea-Chinese Banking Corporation Limited
pursuant to the letter agreement dated September 29, 2004, providing for up to $50.0 million
of credit borrowings, as amended, notated, modified, renewed, refunded, replaced (whether
upon termination or otherwise) or refinanced (including by means of sales of debt securities
to institutional investors) in whole or in part from time to time.
	 
	 	 	“Note Guarantee” means the Guarantee by each Obligor of the Borrower’s obligations under the
Indenture and the notes, executed pursuant to the provisions of the Indenture.
	 
	 	 	“Obligations” means any principal, interest, penalties, fees, indemnifications,
reimbursements, damages and other liabilities payable under the documentation governing
any Indebtedness.




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	 	 	“Obligor” means each of:






	 	(a)	 	STATS ChipPAC, Inc., a Delaware corporation, STATS ChipPAC Test Services, Inc., a
Delaware corporation, STATS Holdings Limited, a company organized under the laws of the
British Virgin Islands, ChipPAC, Inc., a Delaware corporation, ChipPAC International
Company Limited, a company organized under the laws of the British Virgin Islands,
ChipPAC Liquidity Management Hungary Limited Liability Company, a company organized
under the laws of Hungary, ChipPAC Luxembourg S.a.R.L., a company organized under the
laws of Luxembourg, STATS ChipPAC (Barbados) Ltd., a company organized under the laws of
Barbados, STATS ChipPAC (BVI) Limited, a company organized under the laws of the British
Virgin Islands and STATS ChipPAC Malaysia Sdn. Bhd. (formerly ChipPAC Malaysia Sdn.
Bhd.); and
	 
	 	(b)	 	any other Subsidiary of the Borrower that executes a Note Guarantee,






	 	 	and their respective successors and assigns, in each case, until the Note Guarantee
of such person has been released in accordance with the provisions of the Indenture.
	 
	 	 	“Preferred Stock” as applied to the Capital Stock of any person, means Capital Stock of any
class or classes however designated which is preferred as to the payment of dividends or
distributions, or as to the distribution of assets upon any voluntary or involuntary
liquidation or dissolution of the person, over shares of Capital Stock of any other
class of the person.
	 
	 	 	“Refinance” of any Indebtedness means to refinance, extend, renew, refund, repay, prepay,
redeem, defease or retire, or to issue other Indebtedness in exchange or replacement for, the
indebtedness. “Refinanced” and “Refinancing” shall have correlative meanings.
	 
	 	 	“Refinancing Indebtedness” means Indebtedness that Refinances any Indebtedness of the
Borrower or any Restricted Subsidiary existing on the Issue Date or Incurred in compliance
with the Indenture, including Indebtedness that Refinances Refinancing Indebtedness;
provided, however, that:






	 	(a)	 	the Refinancing Indebtedness has a Stated Maturity no earlier than the Stated
Maturity of the Indebtedness being Refinanced;
	 
	 	(b)	 	the Refinancing Indebtedness has an Average Life at the time the Refinancing
Indebtedness is Incurred that is equal to or greater than the Average Life of the
Indebtedness being Refinanced; and
	 
	 	(c)	 	the Refinancing Indebtedness has an aggregate principal amount, or if Incurred
with original issue discount, an aggregate issue price, that is equal to or less than
the aggregate principal amount, or if Incurred with original issue discount, the
aggregate accreted value, then outstanding or committed, plus fees and expenses,




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	 	 	 	including any premium and defeasance costs, under the Indebtedness being Refinanced,






	 	 	provided, further, that Refinancing Indebtedness shall not include (i) Indebtedness of a
Subsidiary that Refinances Indebtedness of the Borrower or (ii) Indebtedness of the Borrower
or a Restricted Subsidiary that Refinances Indebtedness of an Unrestricted Subsidiary.
	 
	 	 	“Restricted Subsidiary” means any Subsidiary of the Borrower that is not an Unrestricted
Subsidiary.
	 
	 	 	“Sale/Leaseback Transaction” means an arrangement relating to property now owned or hereafter
acquired whereby the Borrower or a Restricted Subsidiary transfers the property to a person
and the Borrower or a Restricted Subsidiary leases it from the person. Notwithstanding the
foregoing, any transfer of property by the Borrower or a Restricted Subsidiary to a person
within 90 days of such property’s acquisition by the Borrower or such Restricted Subsidiary
that is then leased back to the Borrower or such Restricted Subsidiary at any time following
such transfer shall not be considered a Sale/Leaseback Transaction.
	 
	 	 	“Stated Maturity” of any security means the date specified in the security as the fixed date
on which the final payment of principal of the security is due and payable, including under
any mandatory redemption provision, but excluding any provision providing for the repurchase
of the security at the option of the holder upon the happening of any contingency unless the
contingency has occurred.
	 
	 	 	“Total Assets” means the total consolidated assets less goodwill of the Borrower and those of
its Obligors, as provided in the most recent consolidated balance sheet of the Borrower.
	 
	 	 	“Unrestricted Subsidiary” means:






	 	(a)	 	Winstek Semiconductor Corporation unless and until such entity is designated a
Restricted Subsidiary in accordance with the provisions of the Indenture governing the
notes;
	 
	 	(b)	 	any Subsidiary of the Borrower that at the time of determination shall be
designated an Unrestricted Subsidiary by the Board of Directors of the Borrower in the
manner provided below; and
	 
	 	(c)	 	any Subsidiary of an Unrestricted Subsidiary of the Borrower. The Board of
Directors of the Borrower may designate any Subsidiary of the Borrower, including any
newly acquired or newly formed Subsidiary, to be an Unrestricted Subsidiary unless the
Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of, or
holds any Security on any property of, the Borrower or any other Subsidiary of the
Borrower that is not a Subsidiary of the Subsidiary to be so





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	 	 	 	designated; provided, however, that (i) the Subsidiary to be so designated has total
assets of US$1,000 or less or (ii) if the Subsidiary has assets greater than
US$1,000, the designation would be permitted under Section 4.07 (Restricted Payments)
of the Indenture. The Board of Directors of the Borrower may designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that
immediately after giving effect to the designation (A) the Borrower could Incur
US$1.00 of additional Indebtedness and (B) no Default shall have occurred and be
continuing. The designation by the Board of Directors of the Borrower shall be
evidenced to the trustee by promptly filing with the trustee a copy of the resolution
of the Board of Directors giving effect to the designation and an officers’
certificate certifying that the designation complied with these provisions.






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SCHEDULE 7




Financial Definitions





	1.	 	Any terms used in this Schedule 7 which are not defined in this Schedule 7, are defined in
Schedule 6 (Permitted Security).
	 
	2.	 	For the purposes of Clause 19 (Financial Covenants), Schedule 8 (Permitted Disposal) and
Schedule 9 (Permitted Merger):
	 
	 	 	“Asset Sale” means:






	 	(a)	 	the sale, lease, conveyance or other disposition of any assets or rights; and
	 
	 	(b)	 	the issuance of Equity Interests in any of the Borrower’s Restricted Subsidiaries
or the sale of Equity Interests in any of its Subsidiaries.






	 	 	Notwithstanding the preceding, none of the following items will be deemed to be an Asset
Sale:






	 	(a)	 	any single transaction or series of related transactions that involves assets
having a Fair Market Value of less than US$1 million;
	 
	 	(b)	 	a transfer of assets between or among the Borrower and the Obligors;
	 
	 	(c)	 	an issuance of Equity Interests by a Restricted Subsidiary of the Borrower to the
Borrower or to an Obligor of the Borrower;
	 
	 	(d)	 	the sale or lease of products, services, accounts receivable or inventory in the
ordinary course of business and any sale or other disposition of damaged, uneconomical,
negligible, surplus, worn-out or obsolete assets or assets that are no longer useful in
the conduct of business of the Borrower and its Restricted Subsidiaries, in each case,
in the ordinary course of business;
	 
	 	(e)	 	the sale or other disposition of cash or cash equivalents or Temporary Cash
Investments;
	 
	 	(f)	 	a Restricted Payment that does not violate Section 4.07 (Restricted Payments) of
the Indenture or a Permitted Investment;
	 
	 	(g)	 	the issuance, sale or other disposition of shares of Capital Stock of a
Restricted Subsidiary where such shares are directors’ qualifying shares or are required
by applicable law to be held by a person other than the Borrower or a Restricted
Subsidiary;
	 
	 	(h)	 	dispositions of receivables in connection with the compromise, settlement or
collection thereof in the ordinary course of business or in bankruptcy or similar
proceedings; and




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	 	(i)	 	the lease, assignment or sublease of any real or personal property in the
ordinary course of business and consistent in scale and scope with past practice.






	 	 	“Borrowings” means, at any time, the outstanding principal, capital or nominal amount and any
fixed or minimum premium payable on prepayment or redemption of any indebtedness for or in
respect of Financial Indebtedness (other than in respect of paragraph (g) of the definition
of Financial Indebtedness.
	 
	 	 	“Cash and Cash Equivalent” means, at any time, any cash or investments which would, in
accordance with US GAAP, be considered as cash and cash equivalent in the name of any member
of the Group.
	 
	 	 	“Consolidated Coverage Ratio” as of any date of determination means the ratio of (a) the
aggregate amount of EBITDA for the period of the most recent four consecutive fiscal quarters
for which internal financial statements are available ending on or prior to the date of
determination to (b) Consolidated Interest Expense for the four fiscal quarters; provided,
however, that:






	 	(a)	 	if the Borrower or any Restricted Subsidiary has Incurred any Indebtedness since
the beginning of the period that remains outstanding or if the transaction giving rise
to the need to calculate the Consolidated Coverage Ratio is an Incurrence of
Indebtedness, or both, EBITDA and Consolidated Interest Expense for the period shall be
calculated after giving effect on a pro forma basis to the Indebtedness as if the
Indebtedness had been Incurred on the first day of the period (except that in making
such computation, the amount of Indebtedness under any revolving credit facility
outstanding on the date of such calculation will be deemed to be (i) the average daily
balance of such Indebtedness during such four fiscal quarters or such shorter period for
which such facility was outstanding or (ii) if such facility was created after the end
of such four fiscal quarters, the average daily balance of such Indebtedness during the
period from the date of creation of such facility to the date of such calculation) and
the discharge of any other Indebtedness repaid, repurchased, defeased or otherwise
discharged with the proceeds of the new Indebtedness as if the discharge had occurred on
the first day of the period;
	 
	 	(b)	 	if the Borrower or any Restricted Subsidiary has repaid, repurchased, defeased or
otherwise discharged any Indebtedness since the beginning of the period or if any
Indebtedness is to be repaid, repurchased, defeased or otherwise discharged (in each
case other than Indebtedness Incurred under any revolving credit facility unless the
Indebtedness has been permanently repaid and has not been replaced) on the date of the
transaction giving rise to the need to calculate the Consolidated Coverage Ratio, EBITDA
and Consolidated Interest Expense
for the period shall be calculated on a pro forma basis as if the discharge had
occurred on the first day of the period and as if the Borrower or the Restricted
Subsidiary has not earned the 




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	 	 	 	interest income actually earned during the period
relating to cash or Temporary Cash Investments used to repay, repurchase, defease or
otherwise discharge the Indebtedness;






	 	(c)	 	if since the beginning of the period the Borrower or any Restricted Subsidiary
shall have made any Asset Sale or if the transaction giving rise to the need to
calculate the Consolidated Coverage Ratio is such an Asset Sale, the EBITDA for the
period shall be reduced by an amount equal to the EBITDA, if positive, directly
attributable to the assets which are the subject of the Asset Sale for the period, or
increased by an amount equal to the EBITDA, if negative, directly attributable for the
period and Consolidated Interest Expense for the period shall be reduced by an amount
equal to the Consolidated Interest Expense directly attributable to any Indebtedness of
the Borrower or any Restricted Subsidiary repaid, repurchased, defeased or otherwise
discharged relating to the Borrower and its continuing Restricted Subsidiaries in
connection with the Asset Sale for the period (or, if the Capital Stock of any
Restricted Subsidiary is sold, the Consolidated Interest Expense for the period directly
attributable to the Indebtedness of the Restricted Subsidiary to the extent the Borrower
and its continuing Restricted Subsidiaries are no longer liable for the Indebtedness
after the sale);
	 
	 	(d)	 	if since the beginning of the period the Borrower or any Restricted Subsidiary,
by merger or otherwise, shall have made an Investment in any Restricted Subsidiary, or
any person which becomes a Restricted Subsidiary, or an acquisition of assets, including
any acquisition of assets occurring in connection with a transaction requiring a
calculation to be made hereunder, which constitutes all or substantially all of an
operating unit of a business, EBITDA and Consolidated Interest Expense for the period
shall be calculated after giving their pro forma effect, including the Incurrence of any
Indebtedness, as if the Investment or acquisition occurred on the first day of the
period; and
	 
	 	(e)	 	if since the beginning of the period any person, that subsequently became a
Restricted Subsidiary or was merged with or into the Borrower or any Restricted
Subsidiary since the beginning of the period, shall have made any Asset Sale, any
Investment or acquisition of assets that would have required an adjustment under
paragraph (c) or (d) above if made by the Borrower or a Restricted Subsidiary during the
period, EBITDA and Consolidated Interest Expense for the period shall be calculated
after giving their pro forma effect as if the Asset Sale, Investment or acquisition
occurred on the first day of the period.






	 	 	For purposes of this definition, whenever pro forma effect is to be given to an acquisition
or disposition of assets, the amount of income or earnings relating to the acquisition or
disposition and the amount of Consolidated Interest Expense associated with any 




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	 	 	Indebtedness
Incurred in connection with, the acquisition or disposition, the pro forma calculations shall
be determined in good faith by a responsible financial or accounting officer of the Borrower
and shall include any applicable Pro Forma Cost Savings. If any Indebtedness bears a floating
rate of interest and is being given pro forma effect, the interest of the Indebtedness shall
be calculated as if the rate in effect on the date of determination had been the applicable
rate for the entire period, taking into account any Interest Rate Agreement applicable to the
Indebtedness if the Interest Rate Agreement has a remaining term in excess of 12 months.






	 	 	“Consolidated Interest Expense” means, for any period, the Borrower’s total interest expense
and that of its consolidated Subsidiaries determined in compliance with US GAAP, plus, to the
extent not included in total interest expense, and to the extent incurred by the Borrower or
its Subsidiaries, without duplication:






	 	(a)	 	interest expense attributable to Capital Lease Obligations and the interest
expense attributable to leases constituting part of a Sale/Leaseback Transaction, in
each case, determined in compliance with US GAAP;
	 
	 	(b)	 	amortization of debt discount and debt issuance cost;
	 
	 	(c)	 	capitalized interest;
	 
	 	(d)	 	non-cash interest expenses;
	 
	 	(e)	 	commissions, discounts and other fees and charges owed relating to letters of
credit and bankers’ acceptance financing;
	 
	 	(f)	 	net costs associated with Hedging Obligations involving any Interest Rate
Agreement, including amortization of fees, determined compliance US GAAP;
	 
	 	(g)	 	dividends paid in cash or Disqualified Stock relating to (i) all Preferred Stock
of Restricted Subsidiaries and (ii) all of the Borrower’s Disqualified Stock, in each
case, held by persons other than the Borrower or a Wholly Owned Subsidiary;
	 
	 	(h)	 	interest actually paid by the Borrower or a Subsidiary under any Guarantee of
Indebtedness of any other person; and
	 
	 	(i)	 	the cash contributions to any employee stock ownership plan or similar trust to
the extent the contributions are used by the plan or trust to pay interest or fees to
any person other than the Borrower in connection with Indebtedness Incurred by the plan
or trust;






	 	 	and less, to the extent included in total interest expense, the amortization during the
period of capitalized financing costs associated with the issuance of the notes and the
related repayment of the 12.75% senior subordinated notes due 2009 of ChipPAC International
Company Limited, the amortization during the period of other capitalized financing costs.




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	 	 	“Consolidated Net Income” means, for any period, the net income of the Borrower and its
consolidated Subsidiaries determined in compliance with US GAAP; provided, however, that
there shall not be included in the Consolidated Net Income:






	 	(a)	 	any net income of any person other than the Borrower if the person is not a
Subsidiary, except that (i) limited by the exclusion contained in paragraph (d) below,
the Borrower’s equity in the net income of the person for the period shall be included
in Consolidated Net Income up to the aggregate amount of cash actually distributed by
the person during the period to Borrower or a Subsidiary as a dividend or other
distribution subject, in the case of a dividend or other distribution paid to a
Subsidiary, to the limitations contained in paragraph (c) below and (ii) the Borrower’s
equity in a net loss of the person for the period shall be included in determining the
Consolidated Net Income;
	 
	 	(b)	 	any net income or loss of any person acquired by the Borrower or any of its
Subsidiaries in a pooling of interests transaction for any period prior to the date of
the acquisition;
	 
	 	(c)	 	any net income or loss of any Subsidiary if the Subsidiary is restricted,
directly or indirectly, in its ability to pay dividends or make distributions, directly
or indirectly, to the Borrower, except that (i) limited by the exclusion contained in
paragraph (d) below, the Borrower’s equity in the net income of the Subsidiary for the
period shall be included in Consolidated Net Income up to the aggregate amount of cash
that could have been distributed by the Subsidiary consistent with these restrictions
during the period to the Borrower or another Subsidiary as a dividend or other
distribution subject, in the case of a dividend or other distribution
paid to another Subsidiary, to the limitation contained in this paragraph, and (ii) the Borrower’s
equity in a net loss of any the Subsidiary for the period shall be included in
determining Consolidated Net Income;
	 
	 	(d)	 	any gain or loss realized upon the sale or other disposition of any of assets of
the Borrower or those of its consolidated Subsidiaries, including under any
sale-and-leaseback arrangement, which is not sold or otherwise disposed of in the
ordinary course of business and any gain or loss realized upon the sale or other
disposition of any Capital Stock of any person;
	 
	 	(e)	 	any extraordinary or unusual gains or losses and the related tax effect in
compliance with US GAAP;
	 
	 	(f)	 	any translation gains and losses due solely to fluctuations in currency values
and the related tax effect in compliance with US GAAP;
	 
	 	(g)	 	the cumulative effect of a change in accounting principles; or
	 
	 	(h)	 	any loss by any person arising from the Merger and the transactions contemplated
thereby.




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	 	 	“Consolidated Tangible Net Worth” means, in relation to any Test Period, the aggregate of:






	 	(a)	 	the amount paid up or credited as paid up on the issued share capital of the
Borrower (other than any shares which are expressed to be redeemable);
	 
	 	(b)	 	the amount standing to the credit of the consolidated reserves of the Group;
and
	 
	 	(c)	 	minority interests,






	 	 	less (but without double counting) any amount included in the above which is
attributable to:






	 	(i)	 	goodwill or other intangible assets;
	 
	 	(ii)	 	the amount by which the net book value of any asset has been written up after
31 December 2005 (or, in the case of a person becoming a member of the Group after that
date, the date on which that person became or becomes a member of the Group) by way of
revaluation or on its transfer from one member of the Group to another; and
	 
	 	(iii)	 	any dividend or other distribution declared, recommended or made by any member
of the Group,






	 	 	but ignoring any variation in the credit or debit balance on the consolidated profit and loss
account of the Group since the date of the then latest audited or, as the case may be,
unaudited consolidated balance sheet of the Group except to the extent reflected in any later
consolidated profit and loss statement of the Group delivered under Clause 18 (Information
Undertakings).
	 
	 	 	“Consolidated Total Net Debt” means, in relation to any Test Period, the aggregate amount of
all obligations of the Borrower for or in respect of Borrowings but deducting the aggregate
amount of freely available Cash and Cash Equivalent and Investments held by the Borrower
at such time, and so that no amount shall be included or excluded more than once.
	 
	 	 	“EBITDA” for any period means the sum of Consolidated Net Income, plus Consolidated Interest
Expense plus the following in the amount deducted in calculating Consolidated Net Income,
without duplication:






	 	(a)	 	all income tax expense of the Borrower and its consolidated Subsidiaries;
	 
	 	(b)	 	depreciation expense of the Borrower and its consolidated Subsidiaries;
	 
	 	(c)	 	amortization expense or non-cash impairment charges recorded in connection with
the application of Financial Accounting Standards No. 142 “Goodwill and Other
Intangibles” of the Borrower and its consolidated Subsidiaries, excluding amortization
expense other than the amortization of capitalized financing costs, attributable to a
prepaid cash item that was paid in a prior period;




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	 	(d)	 	all non-cash stock-based compensation charges of the Borrower and its
consolidated Subsidiaries;
	 
	 	(e)	 	all other non-cash charges of the Borrower and its consolidated Subsidiaries,
excluding any non-cash charge to the extent it represents an accrual of or reserve for
cash expenditures in any future period; and
	 
	 	(f)	 	all fees and expenses paid or required to be paid by the Borrower and its
consolidated Subsidiaries arising from the Merger and the transactions contemplated
thereby,






	 	 	in each case for the period. Notwithstanding these provisions, the provision for taxes based
on the income or profits of, and the depreciation and amortization and non-cash charges of, a
Subsidiary shall be added to Consolidated Net Income to compute EBITDA only in an amount that
and in the same proportion that the net income of the Subsidiary was included in calculating
Consolidated Net Income and only if a corresponding amount would be permitted at the date of
determination to be dividend to the Borrower by the Subsidiary without prior approval that
has not been obtained, under the terms of its charter and all agreements, instruments,
judgments, decrees, orders, statutes, rules and governmental regulations applicable to the
Subsidiary or its stockholders.
	 
	 	 	“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire
Capital Stock (but excluding any debt security that is convertible into, or exchangeable for,
Capital Stock).
	 
	 	 	“Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated
willing seller in a transaction not involving distress or necessity of either party,
determined in good faith by the Board of Directors of the Borrower (unless otherwise provided
in the Indenture).
	 
	 	 	“Incur” means issue, assume, Guarantee, incur or otherwise become liable for; provided,
however, that any Indebtedness or Capital Stock of a person existing at the time the person
becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) will be
considered to be Incurred by the Subsidiary at the time it becomes a Subsidiary. The term
“Incurrence” when used as a noun shall have a correlative
meaning. The accretion of principal of a non-interest bearing or other discount security, and
the issuance as interest or dividend payments of pay-in-kind securities having identical
terms to the underlying security and which pay-in-kind securities were contemplated on the
issue date of the underlying security, in each case shall not be deemed the Incurrence of
Indebtedness.
	 
	 	 	“Investments” by any person means all investments by the person in other persons in the forms
of any direct or indirect advance, loan other than (a) advances to customers in the ordinary
course of business that are recorded as accounts receivable on the balance sheet of the
lender and (a) commission, travel and similar advances to officers and employees made in the
ordinary course of business, or other extensions of credit, including by way of 




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	 	 	Guarantee or
similar arrangement, or capital contribution to, by means of any transfer of cash or other
property to others or any payment for property or services for the account or use of others,
or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments
issued by the other person. For purposes of the definition of “Unrestricted Subsidiary” and
the definition of “Restricted Payment”:






	 	(a)	 	“Investment” shall include the portion, proportionate to the Borrower’s equity
interest in the Subsidiary, of the Fair Market Value of the net assets of any Subsidiary
of the Borrower at the time that the Subsidiary is designated an Unrestricted
Subsidiary; provided, however, that upon a redesignation of the Subsidiary as a
Restricted Subsidiary, the Borrower will be considered to continue to have a permanent
“Investment” in an Unrestricted Subsidiary equal to an amount, if positive, equal to (i)
the Borrower’s “Investment” in the Subsidiary at the time of the redesignation less (ii)
the portion, proportionate to the Borrower’s equity interest in the Subsidiary, of the
Fair Market Value of the net assets of the Subsidiary at the time of the redesignation;
and
	 
	 	(b)	 	any property transferred to or from an Unrestricted Subsidiary shall be valued at
its Fair Market Value at the time of the transfer.






	 	 	“Issue Date” means the date of the Indenture, 19 July 2005.
	 
	 	 	“Merger” means the merger between ChipPAC, Inc. and Camelot Merger, Inc. pursuant to the
Agreement and Plan of Merger and Reorganization, dated as of February 10, 2004, among ST
Assembly Test Services Ltd, Camelot Merger, Inc. and ChipPAC, Inc.
	 
	 	 	“Moody’s” means Moody’s Investors Service, Inc.
	 
	 	 	“Permitted Investments” means an Investment by the Borrower or any Restricted Subsidiary
in:






	 	(a)	 	a Restricted Subsidiary that is an Obligor or a person that will, upon the making
of the Investment, become a Restricted Subsidiary that is an Obligor; provided, however,
that the primary business of such Restricted Subsidiary is a Related Business;
	 
	 	(b)	 	another person if as a result of the Investment the other person is merged or
consolidated with or into, or transfers or conveys all or substantially all its assets
to, the Borrower or a Restricted Subsidiary that is an Obligor; provided, however, that
such person’s primary business is a Related Business;
	 
	 	(c)	 	Temporary Cash Investments;
	 
	 	(d)	 	receivables owing to the Borrower or any Restricted Subsidiary if created or
acquired in the ordinary course of business and payable or dischargeable on customary
trade terms; provided, however, that the trade terms may include the concessionaire
trade 




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	 	 	 	terms as the Borrower or the Restricted Subsidiary deems reasonable under the
circumstances;






	 	(e)	 	Investments in existence on the Issue Date;
	 
	 	(f)	 	payroll, travel and similar advances to cover matters that are expected at the
time of the advances ultimately to be treated as expenses for accounting purposes and
that are made in the ordinary course of business;
	 
	 	(g)	 	loans or advances to employees, directors, officers or consultants made in the
ordinary course of the Borrower’s business or that of the Restricted Subsidiary;
	 
	 	(h)	 	any person to the extent that such person is a supplier (or an Affiliate thereof)
to the Borrower or any of its Restricted Subsidiaries and as a result of such
Investment, the Borrower or such Restricted Subsidiary receives improved technology or
materially improved pricing, timing of delivery or availability with respect to the
products or services provided by such supplier; provided that such Investment is made in
the ordinary course of business and consistent in scale and scope with past practice of
the Borrower or the applicable Restricted Subsidiary;
	 
	 	(i)	 	stock, obligations or securities received in settlement of debts created in the
ordinary course of business and owing to the Borrower or any Restricted Subsidiary or in
satisfaction of judgments;
	 
	 	(j)	 	any person to the extent the Investment represents the non-cash portion of the
consideration received for an Asset Sale that was made pursuant to and in compliance
with paragraph 2 Schedule 8 (Permitted Disposal);
	 
	 	(k)	 	Currency Agreements and Interest Rate Agreements entered into in the ordinary
course of business and otherwise in compliance with the Indenture;
	 
	 	(l)	 	so long as no Default shall have occurred and be continuing or results from the
Investment, any person in an aggregate amount which, when added together with the amount
of all the Investments made under this paragraph (l) which at the time of the Investment
have not been repaid through repayments of loans or advances or other transfers of
assets, does not exceed the greater of (i) US$60.0 million and (ii) 5.0% of Total
Assets, with the Fair Market Value of each Investment being measured at the time made
and without giving effect to subsequent changes in value;
	 
	 	(m)	 	a Restricted Subsidiary that is not an Obligor, that is organized under the laws
of the Peoples Republic of China and that is primarily engaged in a Related Business,
which Investment is solely for the purpose of allowing such Restricted Subsidiary, under
the laws of the Peoples Republic of China, to (i) make capital expenditures or (ii)
acquire other assets that are not classified as current assets under US GAAP and that
are used or useful in such Related Business, in each case, so long as that for every
US$1.00 invested in such Restricted Subsidiary, at least US$3.00 are 




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	 	 	 	expended to (A)
make a capital expenditure or (B) acquire other assets that are not classified as
current assets under US GAAP and that are useful in such Related Business, but in any
event not to exceed US$35.0 million in Investments under this paragraph (m) in the
aggregate in any twelve-month period;






	 	(n)	 	Investments the payment for which consists of Equity Interests of the Borrower
(other than Disqualified Stock);
	 
	 	(o)	 	Guarantees of Indebtedness permitted under the covenant contained under Section
4.09 (Limitation on Indebtedness) of the Indenture and performance guarantees consistent
with past practice;
	 
	 	(p)	 	any Investment acquired by the Borrower or any of its Restricted Subsidiaries (i)
in exchange for any other Investment or accounts receivables held by the Borrower or any
such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout,
reorganization or recapitalization of the issuer of such other Investment or accounts
receivable or (ii) as a result of a foreclosure by the Borrower or any of its Restricted
Subsidiaries with respect to any secured Investment or other transfer of title with
respect to any secured investment in default;
	 
	 	(q)	 	Investments consisting of licensing or contribution of intellectual property
pursuant to joint marketing arrangements with other persons entered into in the ordinary
course of business and consistent in scale and scope with past practice; and
	 
	 	(r)	 	Simmtech Co. Ltd. pursuant to contractual relationships in effect on the Issue
Date.






	 	 	“Pro Forma Cost Savings” during any period means the reduction in costs that were:






	 	(a)	 	directly attributable to an asset acquisition and calculated on a basis that is
consistent with Regulation S-X under the U.S. Securities Act of 1933 in effect, or
	 
	 	(b)	 	implemented by the business that was the subject of the asset acquisition within
six months of the date of the asset acquisition and that are supportable and
quantifiable by the underlying accounting records of the business,






	 	 	as if, in the case of each of paragraph (a) and (b), all the reductions in costs had
been effected as of the beginning of the period.
	 
	 	 	“Related Business” means any business related, ancillary or complementary to the businesses
of the Borrower and those of its Restricted Subsidiaries on the Issue Date.
	 
	 	 	“Restricted Payment” of any person means:






	 	(a)	 	the declaration or payment of any dividends or any other distributions of any
sort relating to its Capital Stock, including any payment in connection with any merger
or consolidation involving the person, or similar payment to the direct or indirect
holders of its Capital Stock in their capacity as such, other than (i) dividends or
distributions payable solely in its Capital Stock other than Disqualified Stock, (ii)




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	 	 	 	dividends or distributions payable solely to the Borrower or a Restricted Subsidiary,
and (iii) pro rata dividends or other distributions made by a Subsidiary that is not a
Wholly Owned Subsidiary to minority stockholders, majority stockholders or owners of an
equivalent interest in the case of a Subsidiary that is an entity other than a
corporation;






	 	(b)	 	the purchase, redemption or other acquisition or retirement for value of any
Capital Stock of the Borrower held by any person or of any Capital Stock of a
Restricted Subsidiary held by any Affiliate of the Borrower other than a Restricted
Subsidiary, including the exercise of any option to exchange any Capital Stock, other
than into Capital Stock of the Borrower that is not Disqualified Stock;
	 
	 	(c)	 	the purchase, repurchase, redemption, defeasance or other acquisition or
retirement for value, prior to scheduled maturity, scheduled repayment or scheduled
sinking fund payment of any Subordinated Obligations, other than the purchase,
repurchase or other acquisition of Subordinated Obligations purchased in anticipation
of satisfying a sinking fund obligation, principal instalment or final maturity, in
each case due within one year of such purchase, repurchase or acquisition; or
	 
	 	(d)	 	the making of any Investment in any person other than a Permitted Investment.






	 	 	“Subordinated Obligations” means any Indebtedness of the Borrower or any Obligor, whether
outstanding on the Issue Date or thereafter Incurred, which is subordinate or junior in right
of payment to, in the case of the Borrower, the notes or, in the case of any Obligor, its
Guarantee, under a written agreement to that effect.
	 
	 	 	“S&P” means Standard & Poor’s Ratings Group.
	 
	 	 	“Temporary Cash Investments” means any of the following:






	 	(a)	 	any evidence of Indebtedness, maturing not more than one year after the date of
investment by the Borrower or any Restricted Subsidiary, issued by the United States of
America or any of its instrumentality agencies, or by the Republic of Korea, the
Republic of Singapore or any of their respective instrumentalities or agencies, or by
the Asian Development Bank, the World Bank or any other supranational organization,
referred to as the “Government Entities,” and guaranteed or otherwise backed, directly
or indirectly fully as to principal, premium, if any, and interest, by the Government
Entity issuing the indebtedness;
	 
	 	(b)	 	investments in time deposit accounts, certificates of deposit and money market
deposits maturing within 180 days of the date of the investments’ acquisition issued by
a bank or trust company which is organized under the laws of the United States of
America, any state of the United States or any foreign country recognized by the United
States, and which bank or trust company has capital, surplus and undivided profits
aggregating in excess of US$250 million, or the foreign currency equivalent 




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	 	 	 	thereof, and
has outstanding debt which is rated “A,” or a similar equivalent rating, or higher by at
least one nationally recognized statistical rating organization, as defined in Rule 436
under the U.S. Securities Act of 1933 (as amended), or any money-market fund sponsored
by a registered broker dealer or mutual fund distributor;






	 	(c)	 	repurchase obligations with a term of not more than 30 days for underlying
securities of the types described in paragraph (a) above entered into with a bank
meeting the qualifications described in paragraph (b) above;
	 
	 	(d)	 	investments in commercial paper, maturing not more than 90 days after the date of
acquisition, issued by a corporation, other than an Affiliate of the Borrower, organized
and in existence under the laws of the United States of America or any foreign country
recognized by the United States of America with a rating at the time as of which any
investment therein is made of “P-1” or higher according to Moody’s or “A-1” or higher
according to S&P; and
	 
	 	(e)	 	investments in securities with maturities of six months or less from the date of
acquisition issued or fully guaranteed by any state, commonwealth or territory of the
United States of America, or by any political subdivision or taxing authority of the
United States, and rated at least “A” by S&P or “A” by Moody’s.






	 	 	“Test Period” means:






	 	(e)	 	in relation to EBITDA, each period of 12 Months ending on the last day of each
of the Borrower’s financial quarters; and
	 
	 	(f)	 	in every other case, each period of three months ending on the last day of each
of the Borrower’s financial quarters.






	 	 	“Wholly Owned Subsidiary” means a Subsidiary the Capital Stock of which (other than directors’
qualifying shares) is at least 95% owned by the Borrower or one or more Wholly Owned Subsidiaries.






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SCHEDULE 8




Permitted Disposal





	1.	 	Any terms used in this Schedule 8 which are not defined in this Schedule 8, are defined in
Schedule 6 (Permitted Security) or Schedule 7 (Financial Definitions).
	 
	2.	 	For the purposes of Clause 20.4 (Disposals), “Permitted Disposal” means an Asset Sale made in
accordance with the following:
	 
	 	 	The Borrower will not, and will not permit any of its Restricted Subsidiaries to, consummate
an Asset Sale unless:






	 	(a)	 	the Borrower (or the Restricted Subsidiary, as the case may be) receives
consideration at the time of the Asset Sale at least equal to the Fair Market Value of
the assets or Equity Interests issued or sold or otherwise disposed of; and
	 
	 	(b)	 	at least 75% of the consideration received in the Asset Sale by the Borrower or
such Restricted Subsidiary is in the form of cash. For purposes of this provision, each
of the following will be deemed to be cash:






	 	(i)	 	any liabilities, as shown on the Borrower’s most recent
consolidated balance sheet, of the Borrower or any Restricted Subsidiary (other
than contingent liabilities and liabilities that are by their terms
subordinated to the Notes or any Obligor) that are assumed by the transferee of
any such assets pursuant to a customary novation agreement that releases the
Borrower or such Restricted Subsidiary from further liability;
	 
	 	(ii)	 	any securities, notes or other obligations received by the
Borrower or any such Restricted Subsidiary from such transferee that are
contemporaneously, subject to ordinary settlement periods, converted by the
Borrower or such Restricted Subsidiary into cash, to the extent of the cash
received in that conversion; and
	 
	 	(iii)	 	any stock or assets of the kind referred to in paragraphs (b)
or (d) of the next paragraph,






	 	 	provided that the 75% limitation referred to in paragraph (b) above will not apply to any
Asset Sale if the after-tax cash proceeds received therefrom, as determined in good faith by
the Borrower’s Board of Directors, is equal to or greater than what the after-tax cash
proceeds would have been had the Asset Sale complied with the aforementioned 75% limitation.
	 
	 	 	Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Borrower (or
the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds:




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	 	(a)	 	to repay the Facility or any Specified Senior Indebtedness of the Borrower or
Indebtedness (other than Disqualified Stock) of any Restricted Subsidiary (in each case
other than Indebtedness owed to the Borrower or an Affiliate thereof) and, if any such
Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce
commitments with respect thereto;
	 
	 	(b)	 	to acquire all or substantially all of the assets of, or any Capital Stock of,
another Related Business, if, after giving effect to any such acquisition of Capital
Stock (including the acquisition of a minority interest in) the Related Business is or
becomes a Restricted Subsidiary of the Borrower;
	 
	 	(c)	 	to make a capital expenditure; or
	 
	 	(d)	 	to acquire other assets that are not classified as current assets under U.S. GAAP
and that are used or useful in a Related Business,






	 	 	provided, however, that if the Borrower or any Restricted Subsidiary contractually commits
within such 360-day period to apply such Net Proceeds within one year of such contractual
commitment in accordance with the above paragraphs (b), (c) or (d), subject to only customary
conditions which shall not include a financing condition, and such Net Proceeds are
subsequently applied as contemplated in such contractual commitment, then the requirement for
the application of Net Proceeds set forth in this paragraph shall be considered satisfied.
	 
	 	 	Pending the final application of any Net Proceeds, the Borrower may temporarily reduce
revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not
prohibited by the Indenture.
	 
	 	 	Any Net Proceeds from Asset Sales that are not applied or invested as provided in the second
paragraph hereof will constitute “Excess Proceeds.” On the 365(th) day after an Asset Sale,
if the aggregate amount of Excess Proceeds exceeds US$10.0 million, the Borrower will make an
Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness that is pari
passu with the Notes containing provisions similar to those set forth in the Indenture with
respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the
maximum principal amount of Notes and such other pari passu Indebtedness that may be
purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal
to 100% of the principal amount plus accrued and unpaid interest and Liquidated Damages, if
any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain
after consummation of an Asset Sale Offer, the Borrower may use those Excess Proceeds
for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount
of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the
amount of Excess Proceeds, the Trustee will select the Notes and such other pari passu
Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer,
the amount of Excess Proceeds will be reset at zero.




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	 	 	The Borrower will comply with the requirements of Rule 14e-1 under the U.S. Securities
Exchange Act of 1934, as amended and any other securities laws and regulations thereunder to
the extent those laws and regulations are applicable in connection with each repurchase of
Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities
laws or regulations conflict with the Asset Sale provisions of the Indenture, the Borrower
will comply with the applicable securities laws and regulations and will not be deemed to
have breached its obligations under the Asset Sale provisions of the Indenture by virtue of
such compliance.
	 
	3.	 	For purposes of this Schedule 8 :
	 
	 	 	“Additional Notes” means additional Notes (other than the Initial Notes) issued under the
Indenture in accordance with Sections 2.02 and 4.09 of the Indenture, as part of the same
series as the Initial Notes.
	 
	 	 	“Asset Sale Offer” has the meaning assigned to that term in the Indenture.
	 
	 	 	“Holders” means a person in whose name a Note is registered.
	 
	 	 	“Initial Notes” means the first US$150 million aggregate principal amount of Notes issued
under the Indenture.
	 
	 	 	“Liquidated Damages” means all liquidated damages then owing pursuant to the Registration
Rights Agreement.
	 
	 	 	“Net Proceeds” means the aggregate cash proceeds received by the Borrower or any of the
Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash
received upon the sale or other disposition of any non-cash consideration received in any
Asset Sale), net of the direct costs relating to such Asset Sale, including, without
limitation, legal, accounting and investment banking fees, and sales commissions, and any
relocation expenses incurred as a result of the Asset Sale, taxes paid or payable as a result
of the Asset Sale, in each case, after taking into account any available tax credits or
deductions and any tax sharing arrangements, and amounts required to be applied to the
repayment of Indebtedness, other than Specified Senior Indebtedness, secured by a Security on
the asset or assets that were the subject of such Asset Sale, and any reserve for adjustment
in respect of the sale price of such asset or assets established in accordance with U.S. GAAP
against any liabilities associated with the transaction and retained by the Borrower or any
of its
Restricted Subsidiaries after such sale or other disposition thereof, including, without
limitation, pension and other post-employment benefit liabilities and liabilities related to
environmental matters or against any indemnification obligations associated with such
transaction.
	 
	 	 	“Notes” has the meaning assigned to it in the preamble to the Indenture. The Initial Notes
and the Additional Notes shall be treated as a single class for all purposes under the
Indenture, and unless the context otherwise requires, all references to the Notes shall
include the Initial Notes and any Additional Notes.




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	 	 	“Registration Rights Agreement” means the Registration Rights Agreement, dated as of the date
of the Indenture, among the Borrower, the Obligors and the other parties named on the
signature pages thereof, as such agreement may be amended, modified or supplemented from time
to time and, with respect to any Additional Notes, one or more registration rights agreements
among the Borrower, the Obligors and the other parties thereto, as such agreement(s) may be
amended, modified or supplemented from time to time, relating to rights given by the Borrower
to the purchasers of Additional Notes to register such Additional Notes under the U.S.
Securities Act of 1933 (as amended).
	 
	 	 	“Specified Senior Indebtedness” means:






	 	(a)	 	the Indebtedness of any person, whether outstanding on the Issue Date or
thereafter incurred; and
	 
	 	(b)	 	accrued and unpaid interest (including interest accruing on or after the filing
of any petition in bankruptcy or for reorganization relating to such person to the
extent post filing interest is allowed in such proceeding) in respect of (i)
Indebtedness of such person for money borrowed and (i) Indebtedness evidenced by notes,
debentures, bonds or other similar instruments for the payment of which such person is
responsible or liable unless, in the case of either paragraph (a) or (b), in the
instrument creating or evidencing the same pursuant to which the same is outstanding, it
is provided, that such obligations are subordinate in right of payment to the Notes;
provided, however, that Specified Senior Indebtedness shall not include (1) any
obligation of such person to any Subsidiary of such person, (2) any liability for
Federal, state, local, foreign or other taxes owed or owing by such person, (3) any
accounts payable or other liability to trade creditors arising in the ordinary course of
business (including Guarantees thereof or instruments evidencing such liabilities), (4)
any obligations in respect of Capital Stock of such person or (5) that portion of any
Indebtedness which at the time of incurrence is incurred in violation of the Indenture.






	 	 	“Trustee” means U.S. Bank National Association until a successor replaces it in accordance
with the applicable provisions of the Indenture and thereafter means the successor serving
thereunder.




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SCHEDULE 9




Permitted Merger





	1.	 	Any terms used in this Schedule 9 which are not defined in this Schedule 9, are defined in
Schedule 6 (Permitted Security), Schedule 7 (Financial Definitions) or Schedule 8 (Permitted
Disposals).
	 
	2.	 	For the purposes of Clause 20.5 (Merger), “Permitted Merger” means an amalgamation, demerger,
merger or corporate reconstruction entered into in accordance with the following:
	 
	 	 	The Borrower shall not consolidate with or merge with or into, or convey, transfer or lease,
in one transaction or a series of related transactions, all or substantially all its assets
to, any person, unless:






	 	(a)	 	the resulting, surviving or transferee person, referred to as a “Successor
Company,” shall be a person organized and existing under the laws of Singapore or of the
United States of America, any State thereof or the District of Columbia and provided
that where the Successor Company will not be the Borrower, the Successor Company and the
Borrower shall, not later than 21 Business Days before the date (the “Merger Date”) that
such merger comes into effect (whether by operation of law or contract), shall have
entered into such agreements and documents as the Agent may require to transfer by
novation, on or before the Merger Date, all of the rights and obligations of the
Borrower under the Finance Documents to the Successor Company and otherwise to assure to
the Finance Parties that Successor Company is able to make the representations and
warranties set out in Clause 17 (Representations) in its capacity as the Borrower on the
date of such novation, and the Borrower (as its cost and expense) shall provide to the
Agent, on or before the date of such novation, all such legal opinions, constitutive
documents, resolutions and confirmations as the Agent may request in connection with
such novation;
	 
	 	(b)	 	immediately after giving effect to the merger, and treating any Indebtedness
which becomes an obligation of the Successor Company or any Subsidiary as a result of
the merger as having been Incurred by the Successor Company or the Subsidiary at the
time of the merger, no Default shall occur;
	 
	 	(c)	 	no Default will occur as a result of the merger;
	 
	 	(d)	 	the consolidation, merger or transfer and any supplemental indenture complies
with the Indenture; and
	 
	 	(e)	 	it is not likely to have a Material Adverse Effect.




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SCHEDULE 10




Timetables




“D — ” refers to the number of Business Days before the relevant Utilization Date.



	 	 	 
	 
	 	 
	Delivery of a duly completed
Utilization Request (Clause 5.1
(Delivery of a Utilization Request))

	 	D — 5

11:00 a.m.
	 
	 	 
	Agent notifies the Lenders of the
Loan in accordance with Clause 5.4
(Lenders’ participation)

	 	D — 3

11:00 a.m.
	 
	 	 
	A Lender notifies the Agent that it
will not participate in a Loan in
accordance with paragraph (d) of
Clause 5.4 (Lenders’ participation)
as a result of the occurrence of a
Change of Control

	 	D — 1

11:00 a.m.
	 
	 	 
	Agent notifies the Borrower that a
Lender will not participate in a
Loan pursuant to paragraph (d) of
Clause 5.4 (Lenders’ participation)

	 	D — 1

5:00 p.m.
	 
	 	 
	LIBOR is fixed

	 	Quotation Day

as of 11:00 a.m.

(London time)







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IN WITNESS WHEREOF this Agreement has been entered into on the date stated at the beginning.




The Borrower




STATS CHIPPAC LTD.




	 	 	 	 	 
	Address:

	 	 	 	10 Ang Mo Kio Street 65
#05-17/20 Techpoint
Singapore 569059
	 
	 	 	 	 
	Fax No:

	 	 	 	6720-7826
	 
	 	 	 	 
	Attention:

	 	 	 	Michael G. Potter
	 
	 	 	 	 
	 
	 	 	 	 





	 	 	 	 	 
	By:

	 	/s/ Michael G. Potter	 	 
	 

	 	 	 	 
	Name:

	 	Michael G. Potter	 	 
	 

	 	 	 	 
	Title:

	 	Chief Financial Officer	 	 
	 

	 	 	 	 





The Arranger




OVERSEA-CHINESE BANKING CORPORATION LIMITED




	 	 	 	 	 
	Address:

	 	 	 	65 Chulia Street
#07-01/04 OCBC Centre
Singapore 049513.
	 
	 	 	 	 
	Fax No.:

	 	 	 	6535 4256
	 
	 	 	 	 
	Attention:

	 	 	 	Pauline Ang
	 
	 	 	 	 
	 
	 	 	 	 





	 	 	 	 	 
	By:

	 	/s/ George Lee	 	 
	 

	 	 	 	 
	Name:

	 	George Lee	 	 
	 

	 	 	 	 
	Title:

	 	Head Group Investment Bank	 	 
	 

	 	 	 	 





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The Original Lenders




OVERSEA-CHINESE BANKING CORPORATION LIMITED




	 	 	 	 	 
	Address:

	 	 	 	65 Chulia Street
#07-01/04 OCBC Centre
Singapore 049513.
	 
	 	 	 	 
	Fax No.:

	 	 	 	6535 4256
	 
	 	 	 	 
	Attention:

	 	 	 	Pauline Ang
	 
	 	 	 	 
	 
	 	 	 	 





	 	 	 	 	 
	By:

	 	/s/ Elaine Lam Su Yen	 	 
	 

	 	 	 	 
	Name:

	 	Elaine Lam Su Yen	 	 
	 

	 	 	 	 
	Title:

	 	Head of Wholesale Corporate Marketing	 	 
	 

	 	 	 	 





SUMITOMO MITSUI BANKING CORPORATION, SINGAPORE BRANCH




	 	 	 	 	 
	Address:

	 	 	 	3 Temasek Avenue
#06-01 Centennial Tower
Singapore 039190
	 
	 	 	 	 
	Fax:

	 	 	 	6882 0023
	 
	 	 	 	 
	Attention:

	 	 	 	Veronica Lee / Cathrine Lai
	 
	 	 	 	 
	 
	 	 	 	 





	 	 	 	 	 
	By:

	 	/s/ Masaya Hirayama	 	 
	 

	 	 	 	 
	Name:

	 	Masaya Hirayama	 	 
	 

	 	 	 	 
	Title:

	 	Joint General Manager	 	 
	 

	 	 	 	 





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UNITED OVERSEAS BANK LIMITED




	 	 	 	 	 
	Address:

	 	 	 	1 Raffles Place
#10-00 OUB Centre
Singapore 048616
	 
	 	 	 	 
	Fax:

	 	 	 	6538 1982 / 6538 2449
	 
	 	 	 	 
	Attention:

	 	 	 	Gan Tit Thiam / Tan Ket Kiong
	 
	 	 	 	 
	 
	 	 	 	 





	 	 	 	 	 
	By:

	 	/s/ Wee Joo Yeow	 	 
	 

	 	 	 	 
	Name:

	 	Wee Joo Yeow	 	 
	 

	 	 	 	 
	Title:

	 	Executive Vice President	 	 
	 

	 	 	 	 





MALAYAN BANKING BERHAD




	 	 	 	 	 
	Address:

	 	 	 	2 Battery Road
#11-01 Maybank Tower
Singapore 049907
	 
	 	 	 	 
	Fax No.:

	 	 	 	6438 5406
	 
	 	 	 	 
	Attention:

	 	 	 	Loo Foon Wah / Shirley Wong






	 	 	 	 	 
	By:

	 	/s/ Lee Hong Khim	 	 
	 

	 	 	 	 
	Name:

	 	Lee Hong Khim	 	 
	 

	 	 	 	 
	Title:

	 	Executive Vice President	 	 
	 

	 	 	 	 





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MOSCOW NARODNY BANK LIMITED




	 	 	 	 	 
	Address:

	 	 	 	50 Robinson Road
MNB Building
Singapore 068882
	 
	 	 	 	 
	Fax:

	 	 	 	6323 4769
	 
	 	 	 	 
	Attention:

	 	 	 	Shirley Tan
	 
	 	 	 	 
	 
	 	 	 	 





	 	 	 	 	 	 	 
	By:

	 	/s/ PS Gan
	 	/s/ Kris Yap	 	 
	 

	 	 
	 	 	 	 
	Name:

	 	PS Gan
	 	Kris Yap	 	 
	 

	 	 
	 	 	 	 
	Title:
	 	Deputy Global Head

Structured Finance &

Syndications
	 	Account Manager

Structured Finance &

Syndications	 	 
	 

	 	 
	 	 	 	 





RAIFFEISEN ZENTRALBANK OESTERREICH AG, SINGAPORE BRANCH




	 	 	 	 	 
	Address:

	 	 	 	50 Raffles Place
#45-01 Singapore Land Tower
Singapore 048623
	 
	 	 	 	 
	Fax:

	 	 	 	6536 7472 / 6531 9235 / 6531 9269
	 
	 	 	 	 
	Attention:

	 	 	 	Daniel Soo / Pauline Yeo / Vivian Chew
	 
	 	 	 	 
	 
	 	 	 	 





	 	 	 	 	 
	By:

	 	/s/ Klaus Krombass	 	 
	 

	 	 	 	 
	Name:

	 	Klaus Krombass	 	 
	 

	 	 	 	 
	Title:

	 	Deputy Head, Corporate Finance Asia	 	 
	 

	 	 	 	 





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The Agent




OVERSEA-CHINESE BANKING CORPORATION LIMITED




	 	 	 	 	 
	Address:

	 	 	 	65 Chulia Street
#07-01/04 OCBC Centre
Singapore 049513.
	 
	 	 	 	 
	Fax No.:

	 	 	 	6535 4256
	 
	 	 	 	 
	Attention:

	 	 	 	Pauline Ang
	 
	 	 	 	 
	 
	 	 	 	 





	 	 	 	 	 
	By:

	 	/s/ George Lee	 	 
	 

	 	 	 	 
	Name:

	 	George Lee	 	 
	 

	 	 	 	 
	Title:

	 	Head Group Investment Bank	 	 
	 

	 	 	 	 






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