EX-4.51 Amendment No.1 dated October 2, 2007



 





Exhibit 4.51




AMENDMENT NO. 1




TO




ASSET PURCHASE AGREEMENT




among




STATS CHIPPAC (THAILAND) LIMITED.




and




STATS CHIPPAC LTD




and




LSI (THAI) LTD.




And




LSI CORPORATION




DATED 2 OCTOBER 2007





 









 








AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT



THIS AMENDMENT NO. 1 TO THE ASSET PURCHASE AGREEMENT (this “Amendment”) is made as of the 2nd day
of October 2007 by and among:





	1.	 	STATS CHIPPAC (THAILAND) LIMITED. a corporation organized under the laws of the Kingdom of
Thailand (“Buyer”);
	 
	2.	 	STATS CHIPPAC LTD, a corporation organized under the laws of Singapore (“Buyer Guarantor”);
	 
	2.	 	LSI (THAI) LTD., a corporation organized under the laws of the Kingdom of Thailand
(“Seller”); and
	 
	4.	 	LSI CORPORATION, a corporation organized under the laws of Delaware, USA (“Seller
Guarantor”).





Buyer, Buyer Guarantor, Seller and Seller Guarantor are hereinafter collectively referred to as the
“Parties” and individually as a “Party”.




RECITALS:





	A.	 	WHEREAS, the Parties entered into an Asset Purchase Agreement dated 25 July 2007 (the “APA”).
	 
	B.	 	WHEREAS, the Parties wish to make certain amendments to the APA as set out in this Amendment.




NOW THEREFORE, having regard to the above and based on the mutual promises and covenants contained
herein, the Parties hereby enter into this Amendment and agree as follows:





	1.	 	Definitions. Unless the context otherwise requires, capitalized terms used in this
Amendment, including but not limited to the recitals and exhibits and schedules, but not
otherwise defined herein shall have their respective meanings set forth in the APA, subject to
any capitalized terms which are amended in this Amendment.
	 
	2.	 	Amendment to the APA. The Parties expressly amend the following Sections and
Schedules in the APA:






	 	(i)	 	Section 4.2. Section 4.2 of the APA is hereby supplemented by
inserting the following new Section 4.2(f):






	 	 	 	 	“(f) The parties hereby agree that to the extent that the parties are required to
convert the US$50,000,000 (Fifty Million United
	 	 	States Dollar) payment to be made by Buyer
pursuant to Section 4.2(a)(i) on the Closing Date from US$ to Baht, the conversion rate to
be used shall be the Bank of Thailand mid-rate quoted on 25 September 2007 of 34.21 Baht per US$. The parties hereby further agree that to




 









 







	 	 	the extent a notional conversion of the Purchase Price from US$ to Baht is required for the
computation of any Tax that is payable by the parties, the parties hereby agree to use the
conversion rate based on the Bank of Thailand mid-rate quoted on 25 September 2007 of 34.21
Baht per US$ for conversion of US$ to Baht.”






	 	(ii)	 	Schedule 2.2(m) (Excluded Assets (Identified Employees)). Schedule
2.2(m) of the APA is hereby deleted in its entirety and replaced by a new Schedule
2.2(m) attached hereto.
	 
	 	(iii)	 	Schedule 5.18 (Selected Contracts). Schedule 5.18 of the
APA is hereby amended as follows:






	 	(a)	 	Schedule 5.18 (Selected Contracts). Reference in
Schedule 5.18 of the APA to contract no. 1, ‘Laurier Inc c/o Fico Asia
Bhd Londonderry, NH 03053 US (Lease Equipment Supplier)’ is hereby deleted in
its entirety.
	 
	 	(b)	 	Reference in Schedule 5.18 of the APA to contract no.
14, ‘Delat Design Singapore (consigned material from Supplier)’ is hereby
deleted in its entirety and replaced by the following new contract no. 14:





	 	 	 	 	 	 
	 	No	 	Supplier Name	 	LSI Affiliate Signing
	 	14

	 	Malaysia Electronic Material (MEM) dated 1 June 2007
	 	LSI Thai







	 	(c)	 	Reference in Schedule 5.18 of the APA to contract no.
23, ‘Connected (TLM)’ is hereby deleted in its entirety.
	 
	 	(d)	 	Reference in Schedule 5.18 of the APA to contract no.
34, ‘Advantest (ATE OEM)’ is hereby deleted in its entirety.
	 
	 	(e)	 	Reference in Schedule 5.18 of the APA to contract no.
35, ‘Agilent / Avago (ATE OEM)’ is hereby deleted in its entirety.
	 
	 	(f)	 	Reference in Schedule 5.18 of the APA to contract no.
36, ‘Teradyne (ATE OEM)’ is hereby deleted in its entirety.






	 	(iv)	 	Schedule 9.5 (Necessary Consents). Schedule 9.5 of the APA
is hereby amended as follows:






	 	(a)	 	Reference in Schedule 9.5 of the APA to contract no.
1, ‘Laurier Inc c/o Fico Asia Bhd Londonderry, NH 03053 US (Lease Equipment
Supplier)’ is hereby deleted in its entirety.
	 
	 	(b)	 	Reference in Schedule 9.5 of the APA to contract no.
14, ‘Delat Design Singapore (consigned material from Supplier)’ is hereby




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	 	 	 	deleted in its entirety and replaced by the following new contract no. 14:





	 	 	 	 	 	 
	 	No	 	Supplier Name	 	LSI Affiliate Signing
	 	14

	 	Malaysia Electronic Material (MEM) dated 1 June 2007
	 	LSI Thai







	 	(c)	 	Reference in Schedule 9.5 of the APA to contract no.
28, ‘Advantest (ATE OEM)’ is hereby deleted in its entirety.
	 
	 	(d)	 	Reference in Schedule 9.5 of the APA to contract no.
29, ‘Agilent / Avago (ATE OEM)’ is hereby deleted in its entirety.
	 
	 	(e)	 	Reference in Schedule 9.5 of the APA to contract no.
30, ‘Teradyne (ATE OEM)’ is hereby deleted in its entirety.






	3.	 	Pro-Rated Leave Entitlement; 13th Month Bonus
Payment. In furtherance of
the intention set out in Section 8.4(b) of the APA, each of Seller and Buyer agrees that on
Closing:







	 	(i)	 	for each Transferred Employee, Seller shall pay Buyer (a) an amount
equivalent to the pro-rated fixed monthly salary of the Transferred Employee for the
number of the days the Pro Rated Leave Entitlement exceeds the Actual Leave Taken by
such Transferred Employee, such amount to be computed based on such Transferred
Employee’s fixed monthly salary in accordance with the Seller’s prevailing policies;
and (b) the thirteenth month salary of the Transferred Employee pro rated according to
the period that the Transferred Employee was employed by Seller in the calendar year
2007 (such amount in paragraph (b), the “Pro-Rated 13th Month Bonus”);
	 
	 	(ii)	 	for each Transferred Employee, Buyer shall pay Seller an amount equivalent to
the pro-rated fixed monthly salary of the Transferred Employee for the number of the
days the Actual Leave Taken exceeds the Pro Rated Leave Entitlement for such
Transferred Employee, such amount to be computed based on such Transferred Employee’s
fixed monthly salary in accordance with the Seller’s prevailing policies;
	 
	 	(iii)	 	in the event that the Pro Rated Leave Entitlement of a Transferred Employee
is equal to the Actual Leave Taken of a Transferred Employee, neither party shall be
liable to the other party in respect of any payment for such Transferred Employee
except for the payments relating to the Pro-Rated 13th Month Bonus; and
	 
	 	(iv)	 	in respect of each Transferred Employee, on or prior to 15 February 2007,
Buyer shall (1) provide Seller with evidence of payment by Seller to each Transferred
Employee their respective Pro-Rated 13th Month Bonus entitlement; and (2)
in the event a Transferred Employee resigns or is




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	 	 	 	terminated prior to 31 December
2007, Buyer shall reconcile and reimburse Seller on or prior to 15 February 2008 any
sums paid by Seller to Buyer pursuant to Section 3(i)(b) which either:






	 	(a)	 	the Transferred Employee is not entitled to, due to his being
dismissed on any ground listed under section 119 of the Labour Protection Act;
or
	 
	 	(b)	 	is not paid by Buyer to the Transferred Employee on or prior
to 31 January 2008.






	 	 	For the purposes of Section 3 of this Amendment, the following definitions shall apply:
	 
	 	 	“Pro Rated Leave Entitlement” means the number of days of annual leave that a Transferred
Employee is entitled to in the calendar year 2007 pro rated for the period up to and
excluding the Closing Date.
	 
	 	 	“Actual Leave Taken” means in respect of each Transferred Employee the actual number of
days of leave taken by such Transferred Employee for the period in the calendar year 2007
up to and excluding the Closing Date.
	 
	4.	 	Entire Agreement. The APA and all exhibits and schedules thereto, as expressly
amended by and together with this Amendment, constitute the entire agreement of the Parties.
Except to the extent expressly amended by the provisions of this Amendment, the terms and
conditions of the APA are hereby confirmed and shall remain in full force and effect. The APA
and this Amendment shall be read and construed as one document and this Amendment shall be
considered to be part of the APA and, without prejudice to the generality of the foregoing,
where the context so allows, all references in the APA to “this Agreement”, “hereof”,
“herein”, “herewith”, “hereunder” and words of similar, shall be read and construed as
references to the APA as amended, modified or supplemented by this Amendment.
	 
	5.	 	Counterparts. This Amendment may be executed in any number of counterparts,
including facsimile counterparts sent by email or facsimile transmission, each of which shall
be deemed an original, but all of which together shall constitute one and the same instrument
and agreement.
	 
	6.	 	Governing Law and Submission to Jurisdiction; Arbitration. The provisions of Section
13.14 (Governing Law and Submission to Jurisdiction) and Section 13.15 (Arbitration) of the
APA shall apply to this Amendment mutatis mutandis and are hereby incorporated herein by
reference as if set forth in full in this Amendment.






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SIGNATURE PAGE

(Amendment No. 1 to Asset Purchase Agreement)



IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date and year
set forth in the first paragraph hereof.




	 	 	 	 	 	 	 
	BUYER

STATS CHIPPAC (THAILAND) LIMITED.	 	
BUYER GUARANTOR

STATS CHIPPAC LTD.
	By  	 	/s/  Tan Lay Koon
 

Name:  Tan Lay Koon

Title:  Director	 	By  	/s/  Tan Lay Koon
 

Name:  Tan Lay Koon

Title:  Director, President and Chief Executive Officer
	In the presence of:	 	In the presence of:
	/s/  Janet Taylor
 

Name:  Janet Taylor

Title:  General Counsel, STATS ChipPAC Ltd.	 	/s/  Janet Taylor
 

Name:  Janet Taylor

Title:  General Counsel
	SELLER

LSI (THAI) LTD.	 	SELLER GUARANTOR

LSI CORPORATION
	By  	/s/  Paul Bento
 

Name:  Paul Bento

Title:  Director	 	By  	/s/  Andrew Micallef
 

Name:  Andrew Micallef

Title:  Executive Vice President
	In the presence of:	 	In the presence of:
	/s/  JoAnne S. Lamendola
 

Name:  JoAnne S. Lamendola

Title:  Executive Assistant	 	/s/  Michelle Neo
 

Name:  Michelle Neo

Title:  Director, Legal