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                                                                   Exhibit 10.39

                              AMENDED AND RESTATED
                              --------------------
                          SUPPLEMENTAL AGREEMENT NO. 1
                          ----------------------------
                                     to the
                                     ------
                               ADVISORY AGREEMENT
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         This Amended and Restated Supplemental Agreement No. 1 (this
"Supplemental Agreement") is dated as of August 2, 2000 by and among ChipPAC,
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Inc., a Delaware corporation ("ChipPAC"), ChipPAC Limited, a corporation
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incorporated under the laws of the Territory of the British Virgin Islands,
ChipPAC International Company Limited, a corporation incorporated under the laws
of the Territory of the British Virgin Islands (collectively, the "Companies")
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and SXI Group LLC ("SXI") (collectively, the "Parties"), and hereby amends and
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supplements the Advisory Agreement (the "Advisory Agreement") entered into as of
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August 5, 1999 by and among the Parties.

         WHEREAS, pursuant to a Registration Statement on Form S-1 (Registration
No. 333-39428) filed with the Securities and Exchange Commission on June 16,
2000, and as amended from time to time (the "Registration Statement"), ChipPAC
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is preparing an initial public offering (the "Offering");
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         WHEREAS, the Parties have agreed that upon completion of the Offering,
ChipPAC will no longer need the services provided to it by SXI under the
Advisory Agreement, and SXI will no longer need to provide such services; and

         WHEREAS, the Parties have previously entered into the Supplemental
Agreement No. 1, entered into as of August 2, 2000 ("Supplemental Agreement
                                                     ----------------------
No. 1") and desire to amend and restate Supplemental Agreement No. 1 in its
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entirety.

         NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and for other goods and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereto, intending to
be legally bound, hereby agree to amend and restate Supplemental Agreement No. 1
in its entirety as follows:

     1.   Early Termination. The Advisory Agreement shall terminate immediately
upon the satisfaction or written waiver of all of the conditions listed in
Section 2 below; provided however, that any obligations of the Companies owed
under Sections 3 or 4 of the Advisory Agreement arising prior to the termination
shall survive termination and Sections 6, 7, 8 and 12 of the Advisory Agreement
shall survive termination.

     2.   Conditions. The Advisory Agreement shall terminate pursuant to Section
1 above, upon the satisfaction or written waiver of all of the following:

     a.   Offering. The Offering shall have been consummated.
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     b.   Payment of Termination Fee. In consideration of the termination of the
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          Advisory Agreement, the Companies shall have delivered to SXI:

          (i)  by wire transfer of immediately available funds to an account or
               accounts as SXI shall designate, an amount equal to $1.8 million
               (the "Cash Payment"); and
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          (ii) a number of shares of ChipPAC Class A common stock (the "Shares")
               equal to $2.2 million divided by the price per share of the Class
               A common stock paid by the public in the Offering (the Cash
               Payment and the Shares are collectively referred to herein as the
               "Termination Fee").
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          c. Payment of All Fees. ChipPAC shall have delivered to SXI by wire
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     transfer of immediately available funds to an account or accounts as SXI
     shall designate, or by any other method or form of payment as SXI approves,
     all and any amounts owed under Sections 3 or 4 of the Advisory Agreement as
     of and up until the date of the termination of the Advisory Agreement
     pursuant to Section 1 above.

          d. Termination of Supplemental Agreement with Bain Capital, Inc. The
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     Advisory Agreement with Bain Capital, Inc. shall have been terminated on
     terms identical to those contained in this Supplemental Agreement.

     3. Investment Representations of SXI. SXI understands that the Shares have
not been registered under the Securities Act of 1933, as amended (the
"Securities Act"). SXI also understands that the Shares are being offered and
sold pursuant to an exemption from registration contained in the Securities Act
based in part upon SXI's representations contained in this Supplemental
Agreement. SXI hereby represents and warrants as follows:

          a. SXI Bears Economic Risk. SXI has substantial experience in
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     evaluating and investing in private placement transactions of securities in
     companies similar to ChipPAC so that it is capable of evaluating the merits
     and risks of its investment in ChipPAC and has the capacity to protect its
     own interests. SXI must bear the economic risk of this investment
     indefinitely unless the Shares are registered pursuant to the Securities
     Act, or an exemption from registration is available.

          b. Acquisition for Own Account. SXI is acquiring the Shares for SXI's
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     own account for investment only, and not with a view towards their
     distribution in violation of the Securities Act.

          c. SXI Can Protect Its Interest. SXI represents that by reason of its,
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     or of its management's, business or financial experience, SXI has the
     capacity to protect its own interests in connection with the transactions
     contemplated in this Supplemental Agreement.

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          d. Accredited Investor. SXI represents that it is an accredited
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     investor within the meaning of Regulation D under the Securities Act.

          e. ChipPAC Information. SXI has received and read the Registration
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     Statement and has had an opportunity to discuss ChipPAC's business,
     management and financial affairs with directors, officers and management of
     ChipPAC and has had the opportunity to review ChipPAC's operations and
     facilities. SXI has also had the opportunity to ask questions of and
     receive answers from, ChipPAC and its management regarding the terms and
     conditions of this investment.

     4. Notices. All notices hereunder shall be in writing and shall be
delivered personally or mailed by United States mail, postage prepaid, addressed
to the parties as follows:

                  To the Companies, as appropriate:
                  --------------------------------

                  ChipPAC, Inc.
                  3151 Coronado Drive
                  Santa Clara, California 95054
                  Attention: Chief Executive Officer
                  Facsimile: (408) 486-5914

                  ChipPAC Limited
                  Road Town
                  Tortola, British Virgin Islands
                  Facsimile: (284) 494-3547

                  ChipPAC Operating Limited
                  (Name to be changed to
                  ChipPAC International Company Limited)
                  Road Town
                  Tortola, British Virgin Islands
                  Facsimile: (284) 494-3547

                  To SXI:
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                  c/o Citicorp Venture Capital, Ltd.
                  399 Park Avenue
                  New York, New York 10043
                  U.S.A.
                  Attention:  Michael A. Delaney
                                 Paul C. Schorr IV
                  Facsimile: (212) 888-2940

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     5. Assignment. None of the Companies may assign any obligations hereunder
to any other party without the prior written consent of SXI (which consent shall
not be unreasonably withheld), and SXI may not assign any obligations hereunder
to any other party without the prior written consent of the Companies (which
consent shall not be unreasonably withheld); provided that SXI may, without
consent of the Companies, assign its rights and obligations under this
Supplemental Agreement to any of its affiliates (but only if such affiliate is a
person or entity (excluding any SXI portfolio companies) controlled by SXI, or
in the case of an affiliate which is a partnership, only if SXI is the ultimate
general partner of such partnership) or to Citicorp Venture Capital Ltd. The
assignor shall remain liable for the performance of any assignee.

     6. Successors. This Supplemental Agreement and all the obligations and
benefits hereunder shall inure to the successors and assigns of the parties.

     7. Counterparts. This Supplemental Agreement may be executed and delivered
by each party hereto in separate counterparts, each of which when so executed
and delivered shall be deemed an original and all of which taken together shall
constitute but one and the same agreement.

     8. Entire Agreement; Modification; Governing Law. The terms and conditions
hereof constitute the entire agreement between the parties hereto with respect
to the subject matter of this Supplemental Agreement and supersede all previous
communications, either oral or written, representations or warranties of any
kind whatsoever, except as expressly set forth herein. No modifications of this
Supplemental Agreement nor waiver of the terms or conditions thereof shall be
binding upon either party unless approved in writing by any authorized
representative of such party. All issues concerning this agreement shall be
governed by and construed in accordance with the laws of the State of New York,
without giving effect to any choice of law or conflict of law provision or rule
(whether of the State of New York or any other jurisdiction) that would cause
the application of the law of any jurisdiction other than the State of New York.

     9. Lapse. This Supplemental Agreement shall terminate and be of no force
and effect if the conditions set forth in Section 2 have not been satisfied
prior to December 31, 2000.

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         IN WITNESS WHEREOF, each of the Parties have caused this Supplemental
Agreement to be executed on its behalf as an instrument under seal as of the
date first above written by its officer or representative thereunto duly
authorized.


                             CHIPPAC, INC.


                             By /s/ Robert Krakauer
                                -------------------
                             Name (Please print): Robert Krakauer
                             Title:   Senior Vice President and Chief Financial
                                      Officer


                             CHIPPAC LIMITED


                             By /s/ Richard Parsons
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                             Name (Please print): Richard Parsons
                             Title: Director


                             CHIPPAC INTERNATIONAL COMPANY
                             LIMITED


                             By /s/ Richard Parsons
                                -------------------
                             Name (Please print): Richard Parsons
                             Title: Director


                             SXI GROUP LLC


                             By /s/ Paul C. Schorr IV
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                             Name (Please print): Paul C. Schorr IV
                             Title: Authorized Signatory

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