EX-4.53 Agreement dated November 23, 2007



 





Exhibit 4.53




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 separately with the Securities and Exchange Commission









	 	 	 	 	 
	14 November 2007

	 	Bank of America NA

9 Raffles Place #18-00

Republic Plaza Tower 1

Singapore 048619


	 
	 	 	 	 
	STATS ChipPAC Ltd

10 Ang Mo Kio Street 65

Techpoint #05-17/20

Singapore 569059

	 	Victor Leow/Sng Kia-Wee

Tel:    6239 3138/3435

Fax:   6239 3137







	Attention: 	 	Mr John Lau

Chief Financial Officer
	 
	 	 	Mr Tham Kah Locke

Vice President





Dear Sirs,




US$50,000,000 Uncommitted Facility



We, Bank of America, National Association, (“we”/“Bank”/“us”), are pleased to inform you that we
have approved the following banking and credit facilities (the “Facilities”) as set out below on
the following terms and conditions which are subject to amendments at our sole discretion. In line
with our banking practice in Singapore, the Facilities granted by the Bank are uncommitted
facilities and, notwithstanding anything to the contrary contained in this letter or any other
document, we reserve the right to vary, reduce, cancel or terminate the Facilities at our
discretion at any time by giving to you notice of such variation, reduction, cancellation or
termination. Upon termination, the total amount due to the Bank under the Facilities will be
repayable in accordance with the terms applicable thereto.




	 	 	 
	LINE OF CREDIT

	 	US$50,000,000 for Advances.
	 
	 	 
	Interest period/pricing:

	 	Interest period
	 
	 	 
	 

	 	The period of the advance shall be 1, 2, 3 or 6 months’
duration or such other period as we may agree (each an
“Interest Period”).







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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




Interest
pricing


XXXXX% per annum over LIBOR for the six months immediately

after acceptance of this Facility Letter and XXXXX% per

annum over LIBOR thereafter.



Interest is payable on the last day of each Interest

Period of the advance, accrues from day to day and is

calculated on the basis of the actual number of days

elapsed and a year of 360 or 365 days as the case might

be.




TERMS & CONDITIONS





	1.	 	Ownership: Temasek Holdings Pte Ltd is to directly or indirectly own a minimum 25% share in
STATS ChipPAC Ltd throughout the life of the facility.
	 
	2.	 	Pari-passu ranking: You shall procure that your obligations under this letter shall rank at
least pari-passu with all your other present and future unsecured and unsubordinated
obligations (whether actual or contingent), except for obligations mandatorily preferred by
law applying to companies generally.
	 
	3.	 	Financial statements and other documents: You shall submit your annual audited financial
statements to us within 180 days of the end of the financial period and any such other
relevant information that the Bank may reasonably request.
	 
	4.	 	Payments: If a payment under this letter is due on a day which is not a Business Day, the due
date for that payment shall instead be the next Business Day in the same calendar month (if
there is one) or the preceding Business Day (if there is not). During any extension of the due
date for payment of any principal under this letter, interest is payable on that principal at
the rate payable on the original due date. All sums payable to us in respect of any obligation
or liability owed by you under this letter, whether in respect of principal, interest, fees,
cost, expenses or any other sum payable to us, shall be paid (a) free of any restriction or
condition and (b) free and clear of and (except to the extent required by law) without
deduction of or withholding for or on account of any tax. If you must at any time deduct or
withhold any tax from any sum paid or payable to us, you shall pay such additional amount as
is necessary to ensure that we receive on the due date and retain a net sum equal to what we would have received and so
retained had no such deduction or withholding been required or made. All amounts payable
under this letter are payable in USD, except that amounts payable in




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	 	 	respect of costs, expenses and taxes or the like are payable in the currency in which they are incurred.
	 
	5.	 	Default interest: Unless otherwise agreed by us, if you fail to pay any amount payable by you
under this letter on the due date specified herein, interest shall accrue on the overdue
amount from the due date up to the date of actual full payment in good funds (both before and
after judgment) at the rate of one percent (1%) per annum above the cost to us, as
conclusively determined by us, of acquiring such funds from such sources and for such periods
as we may decide, and will be due and payable at the end of each such period.
	 
	6.	 	Miscellaneous payments: You shall pay to us (a) all of our funding breakage costs in
connection with any prepayment of the advance under the Facility on a day other than the last
day of an Interest Period; (b) such amount as is necessary to indemnify us against the
consequences of any non-compliance of, or default under, this letter; (c) all legal and out
of pocket expenses incurred by us in connection with the Facility (including preparation and
enforcement of, and preservation of our rights under, this letter or any applicable law) and
(d) losses resulting from any judgment or claim being payable in a different currency from
that agreed under this letter. Except where the loss or damage arose as a result of our
negligence or willful misconduct, you shall indemnify and hold us harmless from and against
any and all loss, damage or other consequences which may arise or result from giving credit to
you or performing any service for you and shall reimburse us upon demand for any payment, loss
or damage which we may make, suffer or sustain by reason or on account thereof and shall upon
request appear and defend at your own cost and expense any action which may be brought against
us in connection therewith.
	 
	7.	 	Disclosure of information: You hereby authorize the Bank to disclose your financial
statements and information regarding your accounts and/or your dealings with the Bank to the
Bank’s other branches and/or offices in connection with the provision or processing of the
Facility hereunder. This clause is not, and shall not be deemed to constitute, an express or
implied agreement by the Bank with you for a higher degree of confidentiality than that
prescribed in section 47 of the Singapore Banking Act, Chapter 19 (“Banking Act”) and in the
Third Schedule to the Banking Act.
	 
	8.	 	Set-off: We may set off any matured obligation owed by you to us (to the extent beneficially
owned by us) against any obligation owed by us to you, regardless of the place of payment, the
branch through which we are acting or the currency of either obligation. If the obligations referred to in the
foregoing are in different currencies, we may convert either obligation at a market rate of
exchange in our usual course of business for the purpose of such set-off. If any of the
obligations referred to in the foregoing is unliquidated or unascertained, we may set off
any amount estimated by us in good faith to be the amount of that obligation.






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	9.	 	Other conditions: Utilization of the Facility is at all times subject to compliance with
all applicable provisions of the various Monetary Authority of Singapore notices published
from time to time and such other terms and conditions as may from time to be time be specified
by us.
	 
	10.	 	Evidence and calculations: Any certification or determination by us of a rate or amount under
this letter is, in the absence of manifest error, conclusive evidence of the matters to which
it relates.
	 
	11.	 	Third Party Act: A person who is not a party to this letter has no right under the Contracts
(Rights of Third Parties) Act, Chapter 53B of Singapore to enforce, or enjoy the benefits of,
any of the terms herein. Notwithstanding any terms of this letter, 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 letter.
	 
	12.	 	Governing law and jurisdiction: This letter shall be governed by, and construed in accordance
with, Singapore law. You hereby submit to the non-exclusive jurisdiction of the Singapore
courts.




We trust the above arrangement is satisfactory to you. Kindly indicate your acceptance to this
letter by having your authorized signatory(ies), as per your Board resolution, to sign and return
to us the duplicate of this letter by 26 November 2007.



Thank you for your support to our Bank. We assure you of our best services at all times.




Yours faithfully,

for and on behalf of

Bank of America, N.A., Singapore Branch




	 	 	 
	/s/  Victor Leow


 

Victor Leow

Managing Director

Global Investment Banking	 	
/s/  Sng Kia-Wee


 

Sng Kia-Wee

Assistant Vice President

Corporate Debt Products





We hereby accept the Facility upon the foregoing terms and conditions and agree to be bound by, and
to comply with, all such terms and conditions.




	 	 	 	 	 
	Accepted by:


	/s/ John Lau, Chief Financial Officer 		Date: 23 November 2007
	 

	 	 	 
	 

	STATS ChipPAC Ltd
Authorized signatory(ies) 	

	 







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