EX-4.52 Promissory Note, dated October 2, 2007



 





Exhibit 4.52




PROMISSORY NOTE



Date: October 2, 2007 (the “Issue Date”)





	1.	 	FOR VALUE RECEIVED, STATS ChipPac (Thailand) Limited, a company organized under the laws of
Thailand and having its registered address at 101/32-33 Nava Nakorn Industrial Estate, Km 46
Phaholyothin Road, Klomg 1, Klong Luang, Pathumthani 12120, Thailand (the “Issuer”) PROMISES
TO PAY to LSI (Thai) Ltd., a company organized under the laws of Thailand and having its
registered address at 101/32-33 Nava Nakorn Industrial Estate, Km 46 Phaholyothin Road, Klomg
1, Klong Luang, Pathumthani 12120, Thailand (“LSI Thai”), the principal sum of US$50,000,000
in four successive annual installments as follows:





	 	 	 	 	 	 	 
	 	 	Principal Amount (US$)	 	Installment Due Date
	1.

	 	 	20,000,000	 	 	On the date falling 12 months after the
Issue Date of this promissory note (this
“Note”)
	2.

	 	 	10,000,000	 	 	On the date falling 24 months after the
Issue Date
	3.

	 	 	10,000,000	 	 	On the date falling 36 months after the
Issue Date
	4.

	 	 	10,000,000	 	 	On the date falling 48 months after the
Issue Date
	Total

	 	US$50,000,000	 	 







	2.	 	This Note is delivered pursuant to an asset purchase agreement between the Issuer, LSI Thai,
STATS ChipPAC Ltd and LSI Corporation dated as of 25th July 2007 (the “Asset
PurchaseAgreement”) and is subject to the terms and conditions therein, including without
limitation, the adjustments provided under Section 4.2 of the Asset Purchase Agreement.
	 
	3.	 	Interest at the rate of 6% per annum shall be payable on each anniversary of the Issue Date
on all outstanding principal amounts under the Note.
	 
	4.	 	Subject to paragraph 6 hereunder, this Note and any rights hereunder, in whole or in part,
are assignable by LSI Thai at the sole discretion of LSI Thai to LSI Corporation.
	 
	5.	 	Subject to paragraph 2 above, this Note constitutes the Issuer’s absolute, unconditional and
irrevocable obligation to pay to LSI Thai or its assignee.




 









 












	6.	 	LSI Thai or its assignee agrees that this Note shall be subject to a set-off or reduction by
Issuer if LSI Corporation does not meet its obligation, if any, to pay for any shortfall to
its Committed Spending as set forth in Section 6.1 of Schedule 1, Schedule of Amendments —
Thailand Factory, to that General Purchase Agreement between the Issuer and LSI Corporation,
dated as of October 2, 2007 and the Issuer’s payment obligations hereunder shall then be
reduced accordingly.
	 
	7.	 	This Note is governed by and shall be construed in accordance with the laws of Thailand. The
Issuer hereby unconditionally and irrevocably submits to the non-exclusive jurisdiction of the
courts of Thailand. The Issuer hereby irrevocably waives any defense of an inconvenient forum
to the maintenance of such action or proceeding. Nothing herein shall affect the right of LSI
Thai or its assignee to serve legal process in any other manner permitted by law or affect the
right to bring any action or proceeding against the Issuer or its property in the courts of
any other jurisdictions.





	 	 	 	 	 
	The Common Seal of

	) 	 	 	 
	STATS CHIPPAC (THAILAND) LTD

	) 	 	 	 
	was hereunto affixed in accordance

	) 	 	 	 
	with its Articles of Association

	) 	 	 	 







	 	 	 	 	 
	 	 	 
	Signed: 	/s/  Tan Lay Koon, Director
 	 
	 	 	 
	Witness: 	/s/  Janet Taylor, General Counsel, STATS ChipPAC Ltd.