EX-4.28 Agreement to 7.5% Senior Notes Due 2010



 






Exhibit
4.28




Execution
Version





SUPPLEMENTAL SUBSIDIARY GUARANTEE AGREEMENT



with respect to the



7.5% SENIOR NOTES DUE 2010



of


STATS CHIPPAC LTD.



 





Dated as of September 18, 2007


 





GUARANTORS



STATS CHIPPAC, INC.

STATS HOLDINGS LIMITED

STATS CHIPPAC TEST SERVICES, INC.

STATS CHIPPAC (BARBADOS) LTD.

CHIPPAC INTERNATIONAL COMPANY LIMITED

STATS CHIPPAC (BVI) LIMITED

CHIPPAC LUXEMBOURG S.A.R.L.

CHIPPAC LIQUIDITY MANAGEMENT HUNGARY LIMITED LIABILITY COMPANY

STATS CHIPPAC MALAYSIA SDN. BHD.

STATS CHIPPAC TAIWAN CO., LTD.

STATS CHIPPAC (THAILAND) LIMITED







 









 












     SUPPLEMENTAL SUBSIDIARY GUARANTEE AGREEMENT dated as of September 18, 2007 (this
“Supplemental Agreement”) made among STATS ChipPAC (Thailand) Limited, a Thailand corporation (the
“New Guarantor”), each other then existing Guarantor under the Indenture and Original Agreements
referred to below (each, a “Guarantor” and collectively, the “Guarantors” and which shall, upon due
execution and delivery of this Supplemental Agreement, include the New Guarantor), STATS ChipPAC
Ltd., a corporation organized under the laws of the Republic of Singapore, as issuer (the
“Company”), and the Trustee (as defined below).



     Reference is made to (i) the Indenture (as the same may be amended, restated, supplemented or
modified from time to time in accordance with its terms, the “Indenture”) dated as of July 19, 2005
between the Company and U.S. Bank National Association, as trustee (the “Trustee”), providing for
the issuance of 7.5% Senior Notes due 2010 of the Company (the “Notes”), and (ii) the Subsidiary
Guarantee Agreement dated as of July 19, 2005 and the Supplemental Subsidiary Guarantee Agreement
dated February 21, 2006 (collectively the “Original Agreements,” and together with this
Supplemental Agreement, this “Agreement”) among the Guarantors party thereto, the Company and the
Trustee, providing for the Guarantors to Guarantee the Notes pursuant to the Indenture and the
Original Agreements.



     WHEREAS, Section 4.20 of the Indenture and Section 2.03 of the Original Agreements provide
that the Company is required to cause each Restricted Subsidiary formed after the Issue Date to
execute a Note Guarantee pursuant to which such Restricted Subsidiary will, jointly and severally
with each other Guarantor, unconditionally Guarantee the Notes on the terms and conditions in the
Indenture and the Original Agreements;



     WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee, the Company and the
Guarantors are authorized to execute and deliver this Supplemental Agreement to amend and
supplement the Original Agreements, without the consent of any Holder;



     WHEREAS, the Company owns directly or indirectly 99.99% of the capital stock of the New
Guarantor and six officers of the Company owns the remaining 0.01% of the capital stock of the New
Guarantor for and on behalf of the Company;



     WHEREAS, the Company agrees to cause the New Guarantor to guarantee the Notes pursuant to the
terms of the Indenture and this Agreement;



     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the New Guarantor, the other Guarantors
and the Company hereby agree with and for the equal and ratable benefit of the Holders of the Notes
and for the benefit of the Trustee as follows:



ARTICLE 1

DEFINITIONS




Section 1.01 Definitions. Capitalized terms used herein without definition shall have the meanings
assigned to them in the Indenture.



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ARTICLE 2

NOTE GUARANTEES




Section 2.01 Guarantees.




     (a) Subject to this Article 2, the New Guarantor hereby, jointly and severally with each other
Guarantor, unconditionally guarantees to each Holder of a Note authenticated and delivered by the
Trustee and to the Trustee and its successors and assigns, irrespective of the validity and
enforceability of the Indenture, this Agreement, the Notes or the obligations of the Company
thereunder, that:




     (1) the principal of, premium and Liquidated Damages, if any, and interest
on, the Notes will be promptly paid in full when due, whether at maturity, by acceleration,
redemption or otherwise, and interest on the overdue principal of and interest on the
Notes, if any, if lawful, and all other obligations of the Company to the Holders or the
Trustee hereunder or thereunder will be promptly paid in full or performed, all in
accordance with the terms hereof and thereof; and




     (2) in case of any extension of time of payment or renewal of any Notes or
any of such other obligations, that same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise.



     Failing payment of any amount so guaranteed or any performance so guaranteed when due, in each
case, for whatever reason, the New Guarantor will be jointly and severally together with each other
Guarantor obligated to pay the same immediately. The New Guarantor agrees that this is a guarantee
of payment and not a guarantee of collection.



     (b) The New Guarantor hereby agrees that its obligations hereunder are unconditional,
irrespective of the validity, regularity or enforceability of the Notes, the Indenture or this
Agreement, the absence of any action to enforce the same, any waiver or consent by any Holder of
the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against
the Company, any action to enforce the same or any other circumstance which might otherwise
constitute a legal or equitable discharge or defense of a guarantor. The New Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a proceeding first against the
Company, protest, notice and all demands whatsoever and covenant that this Note Guarantee will not
be discharged except by complete performance of the obligations contained in the Notes, the
Indenture and this Agreement.



     (c) If any Holder or the Trustee is required by any court or otherwise to return to the
Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in
relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such
Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force
and effect.



     (d) The New Guarantor agrees that it will not be entitled to any right of subrogation in
relation to the Holders in respect of any obligations guaranteed hereby until payment in full of
all obligations guaranteed hereby. The New Guarantor further agrees that, as between it, on the
one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations
guaranteed hereby may be accelerated as provided in Article 6 of the Indenture



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for the purposes of
this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any
declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such
obligations (whether or not due and payable) will forthwith become due and payable by the
Guarantors for the purpose of this Note Guarantee. Each Guarantor that makes a payment under its
Note Guarantee will have the right to seek contribution from any non-paying Guarantor in an amount
equal to such non-paying Guarantor’s pro-rata portion of such payment based on the respective net
assets of all the Guarantors at the time of such payment determined in accordance with U.S. GAAP so
long as the exercise of such right does not impair the rights of the Holders under each Note
Guarantee.



Section 2.02 Limitation on Guarantor Liability.




     The New Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the
intention of all such parties that the Note Guarantee of the New Guarantor not constitute a
fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent
applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders,
the New Guarantor and the other Guarantors hereby irrevocably agree that the obligations of the New
Guarantor will be limited to the maximum amount that will, after giving effect to such maximum
amount and all other contingent and fixed liabilities of the New Guarantor that are relevant under
such laws, and after giving effect to any collections from, rights to receive contribution from or
payments made by or on behalf of any other Guarantor in respect of the obligations of such other
Guarantor under Article 2 of this Agreement, result in the obligations of the New Guarantor under
its Note Guarantee not constituting a fraudulent transfer or conveyance.



Section 2.03 Execution and Delivery of Note Guarantee.




     To evidence its Note Guarantee set forth in Section 2.01 hereof, the New Guarantor hereby
agrees that a notation of such Note Guarantee substantially in the form attached as Exhibit A to
this Agreement will be endorsed by an Officer of the New Guarantor or person authorized by a
resolution of the Board of Directors of the New Guarantor on each Note authenticated and delivered
by the Trustee and that this Agreement will be executed on behalf of the New Guarantor by one of
its Officers.



     The New Guarantor hereby agrees that its Note Guarantee set forth in Section 2.01 hereof will
remain in full force and effect notwithstanding any failure to endorse on each Note a notation of
such Note Guarantee.



     If an Officer whose signature is on this Agreement or on the Note Guarantee no longer holds
that office at the time the Trustee authenticates the Note on which a Note Guarantee is endorsed,
the Note Guarantee will be valid nevertheless.



     The delivery of any Note by the Trustee, after the authentication thereof hereunder, will
constitute due delivery of the Note Guarantee set forth in this Agreement on behalf of the
Guarantors.



     In the event that the Company or any of its Restricted Subsidiaries forms or otherwise
acquires, directly or indirectly, any Restricted Subsidiary after the date hereof, if required by
Section 4.20 of the Indenture, the Company will cause such Restricted Subsidiary to



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guarantee the
Notes and to comply with the provisions of Section 4.20 of the Indenture and this Article 2, to the
extent applicable.



Section 2.04 Guarantors May Consolidate, etc., on Certain Terms.




     Except as otherwise provided in Section 2.05 hereof, no Guarantor may consolidate with or
merge with or into, or convey, transfer or lease, in one transaction or a series of transactions,
all or substantially all of its assets to any Person, unless:



     (a) the resulting, surviving or transferee Person if not the Guarantor shall be a Person
organized and existing under the laws of the jurisdiction under which the Guarantor was organized
or under the laws of the United States of America, or any State thereof or the District of
Columbia, and the Person shall expressly assume, by executing a supplemental indenture satisfactory
to the Trustee, all the obligations of the Guarantor under the Indenture, this Agreement and the
Registration Rights Agreement;



     (b) immediately after giving effect to the transaction or transactions on a pro forma basis,
and treating any Indebtedness which becomes an obligation of the resulting, surviving or transferee
Person as a result of the transaction as having been issued by the Person at the time of the
transaction, no Default shall have occurred and be continuing; and



     (c) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that the consolidation, merger or transfer and the supplemental indenture
complies with the Indenture.



     The provisions of clauses (a) and (b) above shall not apply to any one or more transactions
involving a Guarantor which constitute an Asset Sale if such transactions are made in compliance
with the applicable provisions of Section 4.10 of the Indenture.



     In case of any such consolidation, merger, conveyance, transfer, lease, or sale, and upon the
assumption by the successor Person, by supplemental indenture, executed and delivered to the
Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon the Notes and
the due and punctual performance of all of the covenants and conditions of the Indenture and this
Agreement to be performed by the Guarantor, such successor Person will succeed to and be
substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor.
Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes
issuable hereunder which theretofore shall not have been signed by the Company and delivered to the
Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and
benefit under the Indenture and this Agreement as the Note Guarantees theretofore and thereafter
issued in accordance with the terms of the Indenture and this Agreement as though all of such Note
Guarantees had been issued at the date of the execution hereof.



     Except as set forth in Articles 4 and 5 of the Indenture, and notwithstanding clauses (a) and
(c) of this section 2.04, nothing contained in the Indenture, this Agreement or in any of the Notes
will prevent any consolidation or merger of a Guarantor with or into the Company or another
Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or
substantially as an entirety to the Company or another Guarantor.




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Section 2.05 Releases.




     The Note Guarantee of a Guarantor will be automatically released and such Guarantor shall be
deemed automatically released and relieved of any and all obligations under its Note Guarantee
without any further action required on the part of the Trustee or any Holder:



     (a) in connection with any sale or other disposition of all or substantially all of the assets
of that Guarantor (including by way of merger or consolidation) to a Person that is not (either
before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the
Company, in each case so long as such sale or other disposition is made in accordance with Section
5.01 and Section 4.10 of the Indenture;



     (b) in connection with any sale or other disposition of all of the Capital Stock of that
Guarantor to a Person that is not (either before or after giving effect to such transaction) the
Company or a Restricted Subsidiary of the Company, in each case so long as such sale or disposition
is made in accordance with Section 5.01 and Section 4.10 of the Indenture;



     (c) if the Company designates any Restricted Subsidiary that is a Guarantor to be an
Unrestricted Subsidiary in accordance with the applicable provisions of the Indenture; or



     (d) upon legal defeasance or satisfaction and discharge of the Indenture in accordance with
Article 8 and Article 10 of the Indenture.



     In the case of clauses (a) and (b) above, upon delivery by the Company to the Trustee of an
Officers’ Certificate to the effect that such sale or other disposition was made by the Company in
accordance with the provisions of the Indenture, including without limitation Section 4.10 and 5.01
thereof, the Trustee will execute any documents reasonably required in order to evidence the
release of any Guarantor from its obligations under its Note Guarantee.



     Any Guarantor not released from its obligations under its Note Guarantee as provided in this
Section 2.05 will remain liable for the full amount of principal of and interest and premium and
Liquidated Damages, if any, on the Notes and for the other obligations of any Guarantor under the
Indenture and as provided in this Article 2.



Section 2.06 Withholding Taxes.




     All payments of, or in respect of, principal of, premium and interest on, the Notes
under the Note Guarantees will be made by the Guarantors without withholding or deduction for, or
on account of, any present or future taxes, duties, assessments or governmental charges of whatever
nature imposed or levied by or on behalf of Singapore or any other jurisdiction in which any
Guarantor is organized or resident for tax purposes or from or through which payment is made,
(including, in each case, any political subdivision thereof) (the “Relevant Jurisdiction”) or any
authority thereof or therein having power to tax unless these taxes, duties, assessments or
governmental charges are required to be withheld or deducted. In that event, such Guarantor agrees to pay such additional
amounts as will result (after deduction of such taxes, duties, assessments or governmental charges
and any additional taxes, duties, assessments or governmental charges of the Relevant Jurisdiction)
in the payment to each Holder of a Note of the amounts that would have been payable in respect of
such Notes or under the Note Guarantees had no withholding or deduction been required (such
amounts, “Additional Amounts”), except that no Additional Amounts shall be payable for or on
account of:



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     (a) any tax, duty, assessment or other governmental charge that would not have been imposed
but for the fact that such Holder:




     (1) has a present or former connection with the Relevant Jurisdiction other
than the mere ownership of, or receipt of payment under, such Note or under the Note
Guarantees; or




     (2) presented such Note more than 30 days after the date on which the
payment in respect of such Note first became due and payable or provided for, whichever is
later, except to the extent that the Holder would have been entitled to such Additional
Amounts if it had presented such Note for payment on any day within such period of 30 days;



     (b) any estate, inheritance, gift, sale, transfer, personal property or similar tax,
assessment or other governmental charge;



     (c) any tax, duty, assessment or other governmental charge which is payable otherwise than by
deduction or withholding from payment of interest or principal on the Notes or under the Note
Guarantees;



     (d) any tax, duty, assessment or other governmental charge that is imposed or withheld by
reason of the failure to comply by the Holder or the Beneficial Owner of a Note with a request by
the Company or such Guarantor addressed to the Holder (A) to provide information concerning the
nationality, residence or identity of the Holder or such Beneficial Owner or (B) to make any
declaration or other similar claim or satisfy any information or reporting requirement, which, in
the case of (A) and (B), is required or imposed by a statute, treaty, regulation or administrative
practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax,
duty, assessment or other governmental charge; or



     (e) any combination of the items listed above;


nor shall Additional Amounts be paid with respect to any payment of the principal of or premium or
interest on any Note to any Holder who is a fiduciary or partnership or other than the sole
Beneficial Owner of the payment to the extent that, if the Beneficial Owner had held the note
directly, such Beneficial Owner would not have been entitled to the Additional Amounts.




     If any taxes are required to be deducted or withheld from payments on the Notes under the Note
Guarantees, such Guarantor shall promptly provide a receipt of the payment of such taxes (or if such receipt is not available, any other evidence of payment
reasonably acceptable to the trustee).



     Any reference herein to the payment of the principal of or interest on any Note shall be
deemed to include the payment of Additional Amounts provided for in the Indenture and this
Agreement to the extent that, in such context, Additional Amounts are, were or would be payable
under the Indenture.



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ARTICLE 3

MISCELLANEOUS




Section 3.01 Notices.




     Any notice or communication by the Company, any Guarantor or the Trustee to the others is duly
given if in writing and delivered in Person or by first class mail (registered or certified, return
receipt requested), facsimile transmission or overnight air courier guaranteeing next day delivery,
to the others’ address (a) if to the Company and/or any Guarantor, at the Company’s address set
forth in the Indenture and (b) if to the Trustee, to the Trustee’s address set forth in the
Indenture.



     All notices and communications (other than those sent to Holders) will be deemed to have been
duly given: at the time delivered by hand, if personally delivered; five Business Days after being
deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by
facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.



     Any notice or communication to a Holder will be mailed by first class mail, certified or
registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to
its address shown on the register kept by the Registrar. Any notice or communication will also be
so mailed to any Person described in TIA Section 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it will not affect its
sufficiency with respect to other Holders.



     If a notice or communication is mailed in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives it.



     If the Company or a Guarantor mails a notice or communication to Holders, it will mail a copy
to the Trustee and each Agent at the same time.



Section 3.02 No Personal Liability of Directors, Officers, Employees and Stockholders.




     No past, present or future director, officer, employee, incorporator or stockholder of any
Guarantor, as such, will have any liability for any obligations of the Guarantors under the Notes,
the Indenture, this Agreement or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all
such liability. The waiver and release are part of the consideration for issuance of the Notes.
The waiver may not be effective to waive liabilities under the federal securities laws.



Section 3.03 Governing Law.




     THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS AGREEMENT
AND THE NOTE GUARANTEE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE
EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.



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Section 3.04 No Adverse Interpretation of Other Agreements.




     This Agreement may not be used to interpret any other indenture, loan, guarantee or debt
agreement of the Company or its Subsidiaries or of any other Person. Any such indenture, loan or
debt agreement may not be used to interpret this Agreement.



Section 3.05 Successors.




     All agreements of the New Guarantor in this Supplemental Agreement will bind its successors,
except as otherwise provided in Section 2.05 hereof. All agreements of the Trustee in this
Agreement will bind its successors.



Section 3.06 JURISDICTION.




     TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE NEW GUARANTOR IRREVOCABLY AGREES THAT
ANY LEGAL SUIT, ACTION OR PROCEEDING BROUGHT BY ANY HOLDER OR BY ANY PERSON WHO CONTROLS SUCH
HOLDER OR THE TRUSTEE ON BEHALF OF SUCH HOLDER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY MAY BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE BOROUGH OF
MANHATTAN, THE CITY OF NEW YORK, NEW YORK, AND IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING AND ANY CLAIM THAT
ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM, AND
IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR
PROCEEDING.



Section 3.07 Waiver of Immunity.




     To the extent that the New Guarantor has or hereafter may acquire any immunity (sovereign or
otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from
set-off or any legal process (whether service or notice, attachment in aid or otherwise) with
respect to itself or any of its property, the New Guarantor hereby irrevocably waives and agrees
not to plead or claim such immunity in respect of its obligations under this Agreement.



Section 3.08 Process Agent.




     The New Guarantor has appointed CT Corporation System (the “Process Agent”), as its agent to
receive on its behalf service of copies of the summons and complaints and any other process which
may be served in any suit, action or proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby brought in such New York State or federal court sitting in The
City of New York. The New Guarantor further agrees to take any and all action as may be necessary
to maintain such designation and appointment of such agent in full force and effect for a period of
five years from the date of this Agreement. Such service may be made by delivering a copy of such
process to the New Guarantor in care of the Process Agent at the address for the Process Agent and
obtaining a receipt therefor, and the New Guarantor hereby irrevocably authorizes and directs such
Process Agent to accept such service on its behalf. The New Guarantor represents and warrants that
the Process Agent has agreed to act as said agent for service of process, and agrees that service
of process



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in such manner upon the Process Agent shall be deemed, to the fullest extent permitted
by applicable law, in every respect effective service of process upon the New Guarantor in any such
suit, action or proceeding.



Section 3.09 Severability.




     In case any provision in this Agreement is invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions will not in any way be affected or impaired
thereby.



Section 3.10 Currency Indemnity.




     The U.S. dollar is the sole currency of account and payment for all sums payable by the
Guarantors in connection with the Notes. Any amount received or recovered in a currency other than
the U.S. dollar in respect of the Notes (whether as a result of, or for the enforcement of, a
judgment or order of a court of any jurisdiction, in the winding-up or dissolution of a Guarantor
or otherwise) by the Trustee or any Holder in respect of any sum expressed to be due to it from the
Guarantors will constitute a discharge of the Guarantors only to the extent of the U.S. dollar
amount which the recipient is able to purchase with the amount so received or recovered in that
other currency on the date of that receipt or recovery (or, if it is not possible to make that
purchase on that date, on the first date on which it is possible to do so). If that U.S. dollar
amount is less than the U.S. dollar amount expressed to be due to the recipient under any Note, the
Guarantors will indemnify the recipient against any loss sustained by it as a result. In any event
the Guarantors will indemnify the recipient against the cost of making any such purchase.



     For the purposes of this Section 3.10, it will be sufficient for a Holder or the Trustee to
certify that it would have suffered a loss had an actual purchase of U.S. dollars been made with
the amount so received in that other currency on the date of receipt or recovery (or, if a purchase
of U.S. dollars on such date had not been practicable, on the first date on which it would have
been practicable). These indemnities constitute a separate and independent obligation from the
other obligations of the Guarantors, will give rise to a separate and independent cause of action, will apply irrespective of any waiver
granted by any Holder or the Trustee and will continue in full force and effect despite any other
judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Note or
any other judgment or order.



Section 3.11 Currency Calculation.




     Except as otherwise expressly set forth herein, for purposes of determining compliance with
any U.S. dollar-denominated restriction herein, the U.S. dollar-equivalent amount for purposes
hereof that is denominated in a non-U.S. dollar currency shall be calculated based on the relevant
currency exchange rate in effect on the date such non-U.S. dollar amount is incurred or made, as
the case may be.



Section 3.12 Counterpart Originals.




     The parties may sign any number of copies of this Agreement. Each signed copy will be an
original, but all of them together represent the same agreement.



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Section 3.13 Headings, etc.




     The Headings of the Articles and Sections of this Agreement have been inserted for convenience
of reference only, are not to be considered a part of this Agreement and will in no way modify or
restrict any of the terms or provisions hereof.



[Signatures on following pages]





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IN WITNESS WHEREOF, the parties hereto have duly executed this Supplemental Subsidiary
Guarantee Agreement as of the date first above written.




	 	 	 	 	 
	 	NEW GUARANTOR: 	 
	 	 	 	 	 
	 	 	STATS CHIPPAC (THAILAND) LIMITED 	 
	 	 	 	 	 
	 	 	By  	/s/ Tan Lay Koon
 	 
	 	 	Name:  	Tan Lay Koon 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	OTHER GUARANTORS: 	 
	 	 	 	 	 
	 	 	STATS CHIPPAC, INC. 	 
	 	 	 	 	 
	 	 	By  	/s/ Tan Lay Koon
 	 
	 	 	Name:  	Tan Lay Koon 	 
	 	 	Title:  	President and Chief Executive Officer 
	 



	 	 	 	 	 
	 	 	STATS CHIPPAC TEST SERVICES, INC. 	 
	 	 	 	 	 
	 	 	By  	/s/ Tan Lay Koon 	 
	 	 	Name:  	Tan Lay Koon 	 
	 	 	Title:  	Director 
	 



	 	 	 	 	 
	 	 	STATS HOLDINGS LIMITED 	 
	 	 	 	 	 
	 	 	By  	/s/ Tan Lay Koon 	 
	 	 	Name:  	Tan Lay Koon 
	 	 	Title:  	Authorized Signatory 
	 



	 	 	 	 	 
	 	 	STATS CHIPPAC (BARBADOS) LTD. 	 
	 	 	 	 	 
	 	 	By  	/s/ Tan Lay Koon
 	 
	 	 	Name:  	Tan Lay Koon 	 
	 	 	Title:  	Authorized Signatory 	 



[Signature Page to Supplemental Subsidiary Guarantee Agreement]

















 





	 	 	 	 	 
	 	 	STATS CHIPPAC (BVI) LIMITED 	 
	 	 	 	 	 
	 	 	By  	/s/ Tan Lay Koon
 	 
	 	 	Name:  	Tan Lay Koon 	 
	 	 	Title:  	Authorized Signatory 	 
	 



	 	 	 	 	 
	 	 	STATS CHIPPAC MALAYSIA SDN. BHD.

 	 
	 	 	By  	/s/ Tan Lay Koon
 	 
	 	 	Name:  	Tan Lay Koon 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	 	CHIPPAC INTERNATIONAL COMPANY LIMITED

 	 
	 	 	By  	/s/ Tan Lay Koon
 	 
	 	 	Name:  	Tan Lay Koon 	 
	 	 	Title:  	Authorized Signatory 	 
	 



	 	 	 	 	 
	 	 	CHIPPAC LUXEMBOURG S.A.R.L.

 	 
	 	 	By  	/s/ Tan Lay Koon
 	 
	 	 	Name:  	Tan Lay Koon 	 
	 	 	Title:  	Authorized Signatory 	 
	 



	 	 	 	 	 
	 	 	CHIPPAC LIQUIDITY
MANAGEMENT
HUNGARY LIMITED LIABILITY COMPANY

 	 
	 	 	By  	/s/ Tan Lay Koon
 	 
	 	 	Name:  	Tan Lay Koon 	 
	 	 	Title:  	Authorized Signatory 	 
	 



	 	 	 	 	 
	 	 	STATS CHIPPAC TAIWAN CO., LTD.

 	 
	 	 	By:  	 	 
	 	 	Name:  	Tan Lay Koon 	 
	 	 	Title:  	Director 	 



[Signature Page to Supplemental Subsidiary Guarantee Agreement]

















 





	 	 	 	 	 
	 	TRUSTEE: 	 
	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION	 
	 	 	 	 	 
	 	 	By  	/s/ Raymond S. Haverstock
 	 
	 	 	Name:  	Raymond S. Haverstock 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	COMPANY: 	 
	 	 	 	 	 
	 	 	STATS CHIPPAC LTD.	 
	 	 	 	 	 
	 	 	By  	
/s/ Tan Lay Koon
 	 
	 	 	Name:  	Tan Lay Koon 	 
	 	 	Title:  	President and Chief Executive Officer 	 



[Signature Page to Supplemental Subsidiary Guarantee Agreement]

















 





EXHIBIT A




FORM OF NOTATION OF GUARANTEE




     For value received, the Guarantor named below (which term includes any successor Person
under the Agreement (as defined below)) has, jointly and severally with each other Guarantor,
unconditionally guaranteed, to the extent set forth in the Subsidiary Guarantee Agreement dated as
of July 19, 2005 and the Supplemental Subsidiary Guarantee Agreement dated February 21, 2006
(collectively the “Original Agreements”), as amended and supplemented by the Supplemental
Subsidiary Guarantee Agreement dated as of September 18, 2007 (the “Supplemental Agreement,” and
together with the Original Agreements, the “Agreement”), each among STATS ChipPAC Ltd. (the
“Company”), the Guarantors party thereto and U.S. Bank National Association, as trustee (the
“Trustee”), and subject to the provisions in the Agreement, (a) the due and punctual payment of the
principal of, premium and Liquidated Damages, if any, and interest on, the Notes, whether at
maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on
overdue principal of and interest on the Notes, if any, if lawful, and the due and punctual
performance of all other obligations of the Company to the Holders or the Trustee all in accordance
with the terms of the Indenture and the Agreement and (b) in case of any extension of time of
payment or renewal of any Notes or any of such other obligations, that the same will be promptly
paid in full when due or performed in accordance with the terms of the extension or renewal,
whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the
Holders of Notes and to the Trustee pursuant to the Note Guarantee, the Indenture and the Agreement
are expressly set forth in Article 2 of the Agreement and reference is hereby made to the Agreement
for the precise terms of the Note Guarantee.



     Capitalized terms used but not defined herein have the meanings given to them in the
Agreement.



	 	 	 	 	 
	 	STATS CHIPPAC (THAILAND) LIMITED. 

 	 
	 	By:  	 	 
	 	 	Name:  	Tan Lay Koon	 

	 	 	Title:  	Director 	 




A-1