exv4w3



 





Exhibit 4.3




CHIPPAC, INC., as Company




STATS CHIPPAC LTD., as Parent




and




U.S. BANK NATIONAL ASSOCIATION, as Trustee






SECOND SUPPLEMENTAL INDENTURE



TO THE INDENTURE DATED AS OF MAY 28, 2003




Dated as of October 11, 2004






2.50% Convertible Subordinated Notes Due 2008



     SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”),
dated as of October 11, 2004, between ChipPAC, Inc., a corporation duly
organized and existing under the laws of the State of Delaware (the “Company”),
STATS ChipPAC Ltd., a Singapore public company limited by shares (the “Parent”)
and U.S. Bank National Association, a banking association duly organized and
existing under the laws of the United States of America, as trustee (the
“Trustee”).



RECITALS




     WHEREAS, the Company and the Trustee have heretofore executed an
Indenture, dated as of May 28, 2003 (the “Base Indenture”), as amended and
supplemented by a First Supplemental Indenture dated as of August 4, 2004 (as
amended hereby, the “Indenture”), pursuant to which the Company issued
$150,000,000 aggregate principal amount of 2.50% Convertible Subordinated Notes
due 2008 (the “Securities”);



     WHEREAS, in accordance with Section 10.01 of the Base Indenture, the
Company and the Trustee may amend the Base Indenture without notice to or
consent of any Securityholder to, among other things, add guarantees with
respect to the Securities;



     WHEREAS, the Company and the Trustee are entering into this Second
Supplemental Indenture to provide for a guarantee of the Securities by Parent
on a subordinated basis; and



     WHEREAS, all conditions and requirements necessary to make this Second
Supplemental Indenture a valid, binding and legal instrument in accordance with
the terms of the Indenture have been performed and fulfilled and the execution
and delivery hereof by the Company and Parent have been in all respects duly
authorized.



     NOW, THEREFORE, for and in consideration of the above premises, it is
hereby covenanted and agreed, for the equal and proportionate benefit of the
Holders of the Securities, as follows:



 









 





ARTICLE 1




RELATION TO INDENTURE, DEFINITIONS




     Section 1.01 Relation to Indenture. This Second Supplemental Indenture
constitutes an integral part of the Indenture. In the event of inconsistencies
between the Indenture and this Second Supplemental Indenture, the terms of this
Second Supplemental Indenture shall govern.



     Section 1.02 Definitions. For all purposes of this Second Supplemental
Indenture, except as otherwise expressly provided or unless the context
otherwise requires:



     (a) capitalized terms used herein without definition have the meanings
specified in the Indenture;



     (b) all other terms used herein without definition which are defined in
the TIA, either directly or by reference therein, have the meanings assigned to
them therein; and



     (c) unless the context otherwise requires, any reference to an “Article”
or a “Section” refers to an Article or a Section, as the case may be, of this
Second Supplemental Indenture.



     Section 1.03 Amendment to Definitions in Indenture. The following
definitions are hereby added to Section 1.01 of the Indenture in its
alphabetical location:



     “Parent Designated Senior Indebtedness” means any Parent Senior
Indebtedness that, at the date of determination, has an aggregate principal
amount outstanding of, or under which, at the date of determination, the
holders thereof are committed to lend up to, at least $10.0 million and is
specifically designated in the instrument evidencing or governing such Senior
Indebtedness as “Parent Designated Senior Indebtedness” for purposes of this
Indenture.



     “Parent Senior Indebtedness” means all (1) Bank Indebtedness of or
Guaranteed by Parent, whether outstanding on the date hereof or hereafter
Incurred, and (2) Indebtedness of Parent, whether outstanding on the date
hereof or hereafter Incurred, including interest thereon, in respect of (A)
Indebtedness for money borrowed, (B) Indebtedness evidenced by notes,
debentures, bonds or other similar instruments for the payment of which Parent
is responsible or liable and (C) Hedging Obligations, unless, in the case of
(1) and (2), in the instrument creating or evidencing the same or pursuant to
which the same is outstanding, it is provided that such Obligations are
subordinate in right of payment to the Obligations of Parent under the
Securities; provided, however, that Parent Senior Indebtedness shall not
include (i) any Obligation of Parent to any Subsidiary of Parent, (ii) any
liability for Federal, state, local or other taxes owed or owing by Parent,
(iii) any accounts payable or other liability to trade creditors arising in the
ordinary course of business (including guarantees thereof or instruments
evidencing such liabilities), or (iv) that portion of any Indebtedness which at
the time of Incurrence is Incurred in violation of the Indenture.



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ARTICLE 2




AMENDMENT TO FORM OF SECURITY




     Section 2.01 Form of Security. Exhibit A of the Indenture is replaced in
its entirety in the form attached to this Second Supplemental Indenture. Upon
the execution of this Second Supplemental Indenture, the Company shall execute
and the Trustee shall authenticate and deliver, Securities in the form set
forth in Exhibit A, in substitution for, Securities then outstanding and all
Securities presented or delivered to the Trustee on and after the date hereof
shall be in the form of Exhibit A attached hereto to give effect to this Second
Supplemental Indenture.



     The Trustee shall not at any time be under any responsibility to acquire
or cause any Security now or hereafter outstanding to be presented or delivered
to it for any purposes provided for in this Section 2.01.



ARTICLE 3




PARENT GUARANTEE




     Section 3.01 Parent Guarantee. Subject to the provisions of this Article
3, Parent fully and unconditionally Guarantees, on a subordinated basis as set
forth more fully in Article 4, to each Holder of Securities hereunder and to
the Trustee on behalf of the Holders: (1) the due and punctual payment of the
principal of, premium, if any, and interest on each Security, when and as the
same shall become due and payable, whether at maturity, by acceleration or
otherwise, 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
Security and the Indenture and (2) in the case of any extension of time of
payment or renewal of any Securities 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, at Stated Maturity, by acceleration or
otherwise, subject, however, in the case of clauses (1) and (2) above, to the
limitations set forth in the next succeeding paragraph (the “Parent
Guarantee”).



     Parent by its acceptance hereof and each Holder hereby confirms that it is
the intention of all such parties that the Parent Guarantee pursuant to this
Section 3.01 not constitute a fraudulent transfer or conveyance for purposes of
the United States Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar Federal or state law. To
effectuate the foregoing intention, the Holders and Parent hereby irrevocably
agree that the obligations of Parent under the Parent Guarantee shall be
limited to the maximum amount as will, after giving effect to all other
contingent and fixed, liabilities of Parent, result in the obligations of
Parent under the Parent Guarantee not constituting such fraudulent transfer or
conveyance.



     Parent hereby waives diligence, presentment, demand of payment, filing of
claims with a court in the event of merger or bankruptcy of the Company, any
right to require a proceeding first against the Company, the benefit of
discussion, protest or notice with respect to



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any such Security or the debt
evidenced thereby and all demands whatsoever (except as specified above), and
covenants that the Parent Guarantee will not be discharged as to any such
Security except by payment in full of the principal thereof and interest
thereon or as provided in Section 9.01 of the Indenture. In the event of any
declaration of acceleration of such obligations as provided in Article 7 of the
Indenture, such obligations (whether or not due and payable) shall forthwith
become due and payable by Parent for the purposes of this Article 3. In
addition, without limiting the foregoing provisions, upon the effectiveness of
an acceleration under Article 7 of the Indenture, the Trustee shall promptly
make a demand for payment on the Securities under the Parent Guarantee provided
for in this Article 3.



     If the Trustee or the Holder is required by any court or otherwise to
return to the Company or Parent, or any custodian, receiver, liquidator,
trustee, sequestrator or other similar official acting in relation to Company
or Parent, any amount paid to the Trustee or such Holder in respect of a
Security, the Parent Guarantee, to the extent theretofore discharged, shall be
reinstated in full force and effect. Parent further agrees, to the fullest
extent that it may lawfully do so, that, as between it, on the one hand, and
the Holders and the Trustee, on the other hand, the maturity of the obligations
Guaranteed hereby may be accelerated as provided in Article 7 of the Indenture
for the purposes of the Parent Guarantee, notwithstanding any stay, injunction
or other prohibition extant under any applicable bankruptcy law preventing such
acceleration in respect of the obligations Guaranteed hereby.



     Parent shall be subrogated to all rights of the Holders of any Security
against the Company in respect to any amounts paid by Parent to such Holder
pursuant to the provisions of the Parent Guarantee; provided, that Parent shall
not be entitled to enforce, or to receive any payments arising out of or based
upon, such right of subrogation until the principal of, premium, if any, and
interest on all the Securities shall have been paid in full.



     Section 3.02 Release of Parent Guarantee. The Parent Guarantee will be
automatically and unconditionally released and discharged upon (1) any sale,
exchange or transfer (including by way of merger or consolidation) to any
Person not an Affiliate of Parent of all of the Company’s Capital Stock, or all
or substantially all the assets of the Company (where such sale, exchange or
transfer is not prohibited by the Indenture); (2) the satisfaction and
discharge of the Securities pursuant to Section 9.01 of the Indenture; (3) any
sale, exchange or transfer of all or substantially all of the assets of Parent
(where such sale, exchange or transfer is not prohibited by the Indenture); or
(4) any consolidation, combination or merger of Parent with or into any other
Person in a transaction that is not prohibited by the Indenture and in which
Parent is not the surviving corporation. In each case of (1), (2), (3) or (4),
upon delivery of an Officers’ Certificate of Parent and an Opinion of Counsel
stating that all conditions precedent herein provided for the release of Parent
from its obligations under the Parent Guarantee have been complied with, Parent
shall be released and discharged of its obligations under the Parent Guarantee
and under this Article 3 without any action on the part of the Trustee or any
Holder, and the Trustee shall execute any documents reasonably required in
order to acknowledge the release of Parent from its obligations under the
Parent Guarantee and under this Article 3.



     Section 3.03 Notice to Trustee. Parent shall give prompt written notice
to the Trustee of any fact known to Parent that would prohibit the making of
any payment to or by the Trustee in respect of the Parent Guarantee pursuant to
the provisions of this Article 3.



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     Section 3.04 This Article Not to Prevent Events of Default. The failure
to make a payment on account of principal of, premium, if any, or interest on
the Securities by reason of any provision of this Article 3 will not be
construed as preventing the occurrence of an Event of Default.



ARTICLE 4




SUBORDINATION OF PARENT GUARANTEE




     Section 4.01 Agreement to Subordinate. Parent agrees, and each Holder by
accepting a Security agrees, that the Indebtedness evidenced by the Parent
Guarantee is subordinated in right of payment, to the extent and in the manner
provided in this Article 4, to the prior payment in full in cash of all
Obligations with respect to Parent Senior Indebtedness and that the
subordination is for the benefit of and enforceable by the holders of such
Parent Senior Indebtedness. All provisions of this Article 4 shall be subject
to Section 4.12.



     Section 4.02 Liquidation, Dissolution, Bankruptcy. Upon any payment or
distribution of the assets of Parent to creditors upon a total or partial
liquidation or a total or partial dissolution or winding up of Parent or upon
any assignment for the benefit of creditors or marshaling of assets of Parent
or in a bankruptcy, reorganization, insolvency, receivership or similar
proceeding relating to Parent or its property, whether voluntary or
involuntary:



     (a) the holders of Parent Senior Indebtedness shall be entitled to receive
payment in full in cash of all obligations with respect to such Senior
Indebtedness (including all interest accruing subsequent to the filing of a
petition in bankruptcy at the rate provided for in the documentation with
respect thereto, whether or not such interest is an allowed claim under
applicable law) before Holders shall be entitled to receive any payment or
distribution with respect to the Securities; and



     (b) until all Obligations with respect to the Parent Senior Indebtedness
are paid in full in cash, any payment or distribution to which Holders would be
entitled but for this Article 4 shall be made to holders of such Senior
Indebtedness as their interests may appear, except that Holders may receive in
exchange for the Securities in any proceeding of the type described above in
this Section 4.02, (x) equity securities of Parent which, in any case, do not
provide any mandatory redemption or similar retirement prior to the maturity of
the Securities or (y) unsecured debt securities of Parent that are subordinated
to at least the same extent as the Securities to the payment of all Parent
Senior Indebtedness and which, in any case, do not mature or become subject to
a mandatory redemption obligation prior to the maturity of the Securities.



     Section 4.03 Default on Parent Senior Indebtedness. Parent may not pay
(in cash, property or other assets) the principal, premium, if any, or interest
on the Securities or repurchase or otherwise retire any Securities
(collectively, “pay the Guarantee”) if either of the following occurs (each, a
“Parent Payment Default”) (1) any Obligations with respect to Parent Senior
Indebtedness are not paid in full when due or (2) any other default on Parent
Senior Indebtedness occurs and the maturity of such Parent Senior Indebtedness
is accelerated in accordance with its terms unless, in either case, (x) the
default has been cured or waived and any such acceleration has been rescinded
in writing or (y) such Parent Senior Indebtedness has been



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paid in full in
cash; provided, however, that Parent may pay the Guarantee without regard to
the foregoing if Parent and the Trustee receive written notice approving such
payment from the Representative of such Parent Senior Indebtedness.



     During the continuance of any default (other than a default described in
clauses (1) or (2) of the preceding paragraph) with respect to any Parent
Designated Senior Indebtedness pursuant to which the maturity thereof may be
accelerated immediately without further notice (except such notice as may be
required to effect such acceleration) or upon the expiration of any applicable
grace periods, Parent may not pay the Guarantee for a period (a “Parent Payment
Blockage Period”) commencing upon the receipt by Parent and the Trustee of
written notice (a “Parent Blockage Notice”) of such default from the
Representative of such Parent Designated Senior Indebtedness specifying an
election to effect a Parent Payment Blockage Period and ending 179 days
thereafter (or earlier if such Parent Payment Blockage Period is terminated (1)
by written notice to the Trustee and Parent from the Person or Persons who gave
such Parent Blockage Notice, (2) because no defaults continue in existence
which would permit the acceleration of the maturities of any Parent Designated
Senior Indebtedness at such time or (3) because such Parent Designated Senior
Indebtedness has been repaid in full in cash).



     Unless the holders of such Parent Designated Senior Indebtedness or the
Representative of such holders shall have accelerated the maturity of such
Parent Designated Senior Indebtedness, or any Parent Payment Default otherwise
exists, Parent may resume payments on the Securities after termination of such
Parent Payment Blockage Period and may make any and all payments that were
previously subject to a Parent Payment Blockage Period. The Securities shall
not be subject to more than one Parent Payment Blockage Period in any
consecutive 360-day period. For purposes of this Section, no default or event
of default which existed or was continuing on the date of the commencement of
any Parent Payment Blockage Period with respect to the Parent Designated Senior
Indebtedness initiating such Parent Payment Blockage Period shall be, or be
made, the basis of the commencement of a subsequent Parent Payment Blockage
Period by the Representative of such Parent Designated Senior Indebtedness,
whether or not within a period of 360 consecutive days, unless such default or
event of default shall have been cured or waived for a period of not less than
90 consecutive days (it being acknowledged and agreed that (x) any default or
event of default as a result of a continued failure to meet a financial
covenant or test for a period ended subsequent to the commencement of a Parent
Payment Blockage Period shall constitute a new default or event of default, as
the case may be, and shall be deemed not to be a continuing default or event of
default, as the case may be, for purposes of this sentence and (y) any
subsequent action which would give rise to a default or an event of default
pursuant to any provision under which a default or event of default previously
existed or was continuing shall constitute a new default or event of default,
as the case may be, for this purpose and shall be deemed not to be a continuing
default or event of default, as the case may be, for purposes of this
sentence).



     Section 4.04 Acceleration of Payment of Securities. If payment of the
Securities is accelerated because of an Event of Default, Parent or the Trustee
shall promptly notify the holders of the Parent Senior Indebtedness (or their
Representatives) of the acceleration. If any Parent Senior Indebtedness is
outstanding at the time of such acceleration, Parent may not pay the Guarantee
until ten Business Days after the Representatives of all the issues of Parent
Senior



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Indebtedness receive notice of such acceleration and, thereafter, may
pay the Guarantee only if the Indenture otherwise permits payment at that time.



     Section 4.05 When Distribution Must Be Paid Over. If a distribution is
made to Holders that because of this Article 4 should not have been made to
them, the Holders who receive the distribution shall hold it in trust for
holders of Parent Senior Indebtedness and pay it over to them as their
interests may appear.



     Section 4.06 Subrogation. After all Parent Senior Indebtedness is paid in
full in cash and until the Securities are paid in full, Holders shall be
subrogated to the rights of holders of such Senior Indebtedness to receive
distributions applicable to such Senior Indebtedness. A distribution made
under this Article 4 to holders of such Senior Indebtedness which otherwise
would have been made to Holders is not, as between Parent and Holders, a
payment by Parent on the Securities.



     Section 4.07 Relative Rights. This Article 4 defines the relative rights
of Holders and holders of Parent Senior Indebtedness. Nothing in this
Indenture shall:



     (a) impair, as between Parent and Holders, the obligation of Parent, which
is absolute and unconditional, to pay the Guarantee in accordance with the
terms of Article 3 hereof; or



     (b) prevent the Trustee or any Holder from exercising its available
remedies upon a Default, subject to the rights of holders of Parent Senior
Indebtedness, to receive distributions otherwise payable to Holders.



     Section 4.08 Subordination May Not Be Impaired by Parent. No right of any
holder of Parent Senior Indebtedness to enforce the subordination of the
Indebtedness evidenced by the Securities shall be impaired by any act or
failure to act by Parent or by its failure to comply with this Second
Supplemental Indenture.



     Section 4.09 Rights of Trustee and Paying Agent. Notwithstanding Section
4.03, the Trustee or Paying Agent may continue to make payments on the
Securities and shall not be charged with knowledge of the existence of facts
that would prohibit the making of any such payments unless, not less than two
Business Days prior to the date of such payment, a Trust Officer of the Trustee
receives notice satisfactory to it that payments may not be made under this
Article 4. Parent, the Registrar or co-registrar, the Paying Agent, a
Representative or a holder of Senior Indebtedness may give the notice.



     The Trustee in its individual or any other capacity may hold Parent Senior
Indebtedness with the same rights it would have if it were not Trustee. The
Registrar and co-registrar and the Paying Agent may do the same with like
rights. The Trustee shall be entitled to all the rights set forth in this
Article 4 with respect to any Parent Senior Indebtedness which may at any time
be held by it, to the same extent as any other holder of such Senior
Indebtedness; and nothing in Article 8 of the Indenture shall deprive the
Trustee of any of its rights as such holder. Nothing in this Article 4 shall
apply to claims of, or payments to, the Trustee under or pursuant to Section
8.07 of the Indenture.



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     Section 4.10 Distribution or Notice to Representative. Whenever a
distribution is to be made or a notice given to holders of Parent Senior
Indebtedness, the distribution may be made and the notice given to their
Representative (if any).



     Section 4.11 Article 4 Not To Prevent Events of Default or Limit Right To
Accelerate. The failure to make a payment pursuant to the Securities by reason
of any provision in this Article 4 shall not be construed as preventing the
occurrence of a Default. Nothing in this Article 4 shall have any effect on
the right of the Holders or the Trustee to accelerate the maturity of the
Securities.



     Section 4.12 Trustee Entitled To Rely. Upon any payment or distribution
pursuant to this Article 4, the Trustee and the Holders shall be entitled to
rely (1) upon any order or decree of a court of competent jurisdiction in which
any proceedings of the nature referred to in Section 4.02 are pending, (2) upon
a certificate of the liquidating trustee or agent or other Person making such
payment or distribution to the Trustee or to the Holders or (3) upon the
Representatives for the holders of Parent Senior Indebtedness for the purpose
of ascertaining the Persons entitled to participate in such payment or
distribution, the holders of such Senior Indebtedness and other Indebtedness of
Parent, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article 4.
In the event that the Trustee determines, in good faith, that evidence is
required with respect to the right of any Person as a holder of Parent Senior
Indebtedness to participate in any payment or distribution pursuant to this
Article 4, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of such Parent Senior
Indebtedness held by such Person, the extent to which such Person is entitled
to participate in such payment or distribution and other facts pertinent to the
rights of such Person under this Article 4, and, if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment. The
provisions of Sections 8.01 and 8.02 shall be applicable to all actions or
omissions of actions by the Trustee pursuant to this Article 4.



     Section 4.13 Trustee To Effectuate Subordination. Each Holder by
accepting a Security authorizes and directs the Trustee on its behalf to take
such action as may be necessary or appropriate to acknowledge or effectuate the
subordination between the Holders and the holders of Parent Senior Indebtedness
as provided in this Article 4 and appoints the Trustee as attorney-in-fact for
any and all such purposes.



     Section 4.14 Trustee Not Fiduciary for Holders of Parent Senior
Indebtedness. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Parent Senior Indebtedness and shall not be liable to any such
holders if it shall mistakenly pay over or distribute to Holders or Parent or
any other Person, money or assets to which any holders of Parent Senior
Indebtedness shall be entitled by virtue of this Article 4 or otherwise.



     Section 4.15 Reliance by Holders of Parent Senior Indebtedness on
Subordination Provisions. Each Holder by accepting a Security acknowledges and
agrees that the foregoing subordination provisions are, and are intended to be,
an inducement and a consideration to each holder of any Parent Senior
Indebtedness, whether such Senior Indebtedness was created or acquired before
or after the issuance of the Securities, to acquire and



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continue to hold, or to
continue to hold, such Senior Indebtedness and such holder of such Senior
Indebtedness shall be deemed conclusively to have relied on such subordination
provisions in acquiring and continuing to hold, or in continuing to hold, such
Senior Indebtedness.



ARTICLE 5




SUCCESSOR GUARANTORS





Article 6 of the Base Indenture is amended by inserting the
following new Section 6.02:



     “Section 6.02 When Parent May Merge or Transfer Assets. Nothing
contained in this Indenture or in any of the Securities shall prevent any
consolidation or merger of Parent into the Company where the Company is the
surviving entity or shall prevent any sale or conveyance of the property of
Parent as an entirety or substantially as an entirety, to the Company,
provided, that, such merger, consolidation, sale or conveyance is permitted
under or otherwise complies with the terms and conditions of the Indenture.
Upon any such consolidation, merger, sale or conveyance, the Parent Guarantee
shall no longer have any force or effect.



     Nothing contained in this Indenture or in any of the Securities shall
prevent any consolidation or merger of Parent with or into a corporation or
corporations other than the Company (whether or not affiliated with Parent), or
successive consolidations or mergers in which Parent or its successor or
successors shall be a party or parties, or shall prevent any sale or conveyance
of the property of Parent as an entirety or substantially as an entirety, to a
corporation other than Company (whether or not affiliated with Parent)
authorized to acquire and operate the same; provided, that, such merger,
consolidation, sale or conveyance is permitted under or otherwise complies with
Article 4 and Section 5.11 of the Indenture and provided, further, that Parent
hereby covenants and agrees, that, except as provided in Section 6.01(a), upon
any such consolidation, merger, sale or conveyance, the Parent Guarantee
endorsed on the Securities, and the due and punctual performance and observance
of all of the covenants and conditions of this Indenture to be performed by
Parent, shall be expressly assumed (in the event that Parent is not the
surviving corporation in the merger), by supplemental indenture satisfactory in
form to the Trustee, executed and delivered to the Trustee, by the corporation
formed by such consolidation, or into which Parent shall have been merged, or
by the corporation which shall have acquired such property. In case of any
such consolidation, merger, sale or conveyance and upon the assumption by the
successor corporation, by supplemental indenture, executed and delivered to the
Trustee and satisfactory in form to the Trustee, of the Parent Guarantee
endorsed upon the Securities and the due and punctual performance of all of the
covenants and conditions of this Indenture to be performed by Parent, such
successor corporation shall succeed to and be substituted for Parent, with the
same effect as if it had been named herein as a guarantor. Such successor
corporation thereupon may cause to be signed the Parent Guarantee to be
endorsed upon all of the Securities issuable hereunder which theretofore shall
not have been signed by the Company and delivered to the Trustee.”



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ARTICLE 6




MISCELLANEOUS




     Section 6.01 Notices. Any request, demand, authorization, notice, waiver,
consent or communication shall be in writing and delivered in person or mailed
by first-class mail, postage prepaid, addressed as follows or transmitted by
facsimile transmission (confirmed by guaranteed overnight courier) to the
following facsimile numbers:




if to the Company:




ChipPAC, Inc.

47400 Kato Road

Fremont, CA 94538

Facsimile No.: (510) 979-8000

Attention: Chief Financial Officer




if to Parent:




STATS ChipPAC Ltd.

10 Ang Mo Kio Street 65

#05-17/20 Techpoint

Singapore 569059

Facsimile No.: (65) 6824-7629

Attention: Chief Financial Officer




if to the Trustee:




U.S. Bank National Association

60 Livingston Avenue

St.Paul, MN 55107-2292

Facsimile No.: (651) 495-8097

Attention: Corporate Trust Department



     The Company, Parent or the Trustee by notice given to the other in the
manner provided above may designate additional or different addresses for
subsequent notices or communications.



     Any notice or communication given to a Holder of the Securities shall be
mailed to the Holder of the Securities, by first-class mail, postage prepaid,
at the Holder’s address as it appears on the registration books of the
Registrar and shall be sufficiently given if so mailed within the time
prescribed.



     Failure to mail a notice or communication to a Holder of the Securities or
any defect in it shall not affect its sufficiency with respect to other Holders
of the Securities. If a notice or communication is mailed in the manner
provided above, it is duly given, whether or not received by the addressee.



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     If the Company mails a notice or communication to the Holders of the
Securities, it shall mail a copy to the Trustee and each Registrar, Paying
Agent, Conversion Agent or co-registrar.



     Section 6.02 Separability Clause. In case any provision in this Second
Supplemental Indenture shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.



     Section 6.03 Confirmation; Effectiveness. As amended by this Second
Supplemental Indenture, the Indenture and the Securities are ratified and
confirmed in all respects and the Indenture as so amended shall be read, taken
and construed as one and the same instrument. The provisions of this Second
Supplemental Indenture shall become operative as of the date of this Second
Supplemental Indenture.



     Section 6.04 GOVERNING LAW. THIS SECOND SUPPLEMENTAL INDENTURE AND THE
SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.



     Section 6.05 No Recourse Against Others. A director, officer, employee or
stockholder, or shareholder, as such, of the Company or Parent shall not have
any liability for any obligations of the Company under the Securities, the
Indenture or this Second Supplemental Indenture or for any claim based on, in
respect of or by reason of such obligations or their creation. By accepting a
Security, each Holder shall waive and release all such liability. This waiver
and release shall be part of the consideration for the execution of this
Indenture.



     Section 6.06 Successors. All agreements of the Company and Parent in this
Second Supplemental Indenture, the Indenture and the Securities shall bind
their successors. All agreements of the Trustee in this Second Supplemental
Indenture, the Indenture and the Securities shall bind its successors.



     Section 6.07 Multiple Originals. The parties may sign any number of
copies of this Second Supplemental Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement. One signed
copy is enough to prove this Second Supplemental Indenture.



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     IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be executed by their duly authorized officers as of
the date first above written.


	 	 	 	 	 
	 	CHIPPAC, INC.

 	 
	 	By:  	/s/ Michael G. Potter
 	 
	 	 	Michael G. Potter 	 
	 	 	Vice President and Treasurer 	 
	 



	 	 	 	 	 
	 	STATS CHIPPAC LTD.

 	 
	 	By:  	/s/ Tan Lay Koon
 	 
	 	 	Tan Lay Koon 	 
	 	 	President and Chief Executive Officer 	 
	 



	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Richard Prokosch
 	 
	 	 	Richard Prokosch 	 
	 	 	Vice President 	 
	 




 








 



EXHIBIT A




[FORM OF FACE OF SECURITY]





     [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY
IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN
THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.]1



     [THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY AND THE STATS CHIPPAC LTD.
ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (“ADSs”) ISSUABLE
UPON CONVERSION THEREOF MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN
THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY
MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.]2



     [THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF CHIPPAC, INC. THAT
(A) THIS SECURITY AND THE ADSs ISSUABLE UPON









	1	 	 These paragraphs should be included only if the Security is a Global
Security.
	 
	2	 	 These paragraphs to be included only if the Security is a Transfer Restricted
Security.




A - 1








 










CONVERSION THEREOF MAY BE OFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A
PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III)
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY
RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH
(IV), IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED
TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS
REFERRED TO IN (A) ABOVE. IN ANY CASE, THE HOLDER HEREOF WILL NOT, DIRECTLY OR
INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THIS SECURITY
EXCEPT AS PERMITTED UNDER THE SECURITIES ACT.]2



     THE HOLDER OF THIS SECURITY IS ENTITLED TO THE BENEFITS OF A REGISTRATION
RIGHTS AGREEMENT (AS SUCH TERM IS DEFINED IN THE INDENTURE REFERRED TO ON THE
REVERSE HEREOF) AND, BY ITS ACCEPTANCE HEREOF, AGREES TO BE BOUND BY AND TO
COMPLY WITH THE PROVISIONS OF SUCH REGISTRATION RIGHTS AGREEMENT.



     THIS SECURITY MAY NOT BE SOLD OR TRANSFERRED TO, AND EACH PURCHASER BY ITS
PURCHASE OF THIS SECURITY SHALL BE DEEMED TO HAVE REPRESENTED AND COVENANTED
THAT IT IS NOT ACQUIRING THIS SECURITY FOR OR ON BEHALF OF, AND WILL NOT
TRANSFER THIS SECURITY TO, ANY EMPLOYEE BENEFIT PLAN (A “PLAN”) AS DEFINED IN
SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), EXCEPT THAT SUCH PURCHASE FOR OR ON BEHALF OF A PLAN SHALL BE
PERMITTED:



     1. TO THE EXTENT SUCH PURCHASE IS MADE BY OR ON BEHALF OF A BANK
COLLECTIVE INVESTMENT FUND MAINTAINED BY THE PURCHASER IN WHICH NO PLAN
(TOGETHER WITH ANY OTHER PLANS MAINTAINED BY THE SAME EMPLOYER OR EMPLOYEE
ORGANIZATION) HAS AN INTEREST IN EXCESS OF 10% OF THE TOTAL ASSETS IN SUCH
COLLECTIVE INVESTMENT FUND, AND THE OTHER APPLICABLE CONDITIONS OF PROHIBITED
TRANSACTION CLASS EXEMPTION 91-38 ISSUED BY THE DEPARTMENT OF LABOR ARE
SATISFIED;



     2. TO THE EXTENT SUCH PURCHASE IS MADE BY OR ON BEHALF OF AN INSURANCE
COMPANY POOLED SEPARATE ACCOUNT MAINTAINED BY THE PURCHASER IN WHICH, AT ANY
TIME WHILE THESE SECURITIES ARE OUTSTANDING, NO PLAN (TOGETHER WITH ANY OTHER



A - 2









 







PLANS MAINTAINED BY THE SAME EMPLOYER OR EMPLOYEE ORGANIZATION) HAS AN INTEREST
IN EXCESS OF 10% OF THE TOTAL OF ALL ASSETS IN SUCH POOLED SEPARATE ACCOUNT,
AND THE OTHER APPLICABLE CONDITIONS OF PROHIBITED TRANSACTION CLASS EXEMPTION
90-1 ISSUED BY THE DEPARTMENT OF LABOR ARE SATISFIED;



     3. TO THE EXTENT SUCH PURCHASE IS MADE ON BEHALF OF A PLAN BY A
QUALIFIED PROFESSIONAL ASSET MANAGER (“QPAM”), AS SUCH TERM IS USED IN
PROHIBITED TRANSACTION CLASS EXEMPTION 84-14 (AS IT MAY BE AMENDED FROM TIME TO
TIME) ISSUED BY THE DEPARTMENT OF LABOR, AND THE ASSETS OF SUCH PLAN WHEN
COMBINED WITH THE ASSETS OF OTHER PLANS ESTABLISHED OR MAINTAINED BY THE SAME
EMPLOYER (OR AFFILIATE THEREOF) OR EMPLOYEE ORGANIZATION AND MANAGED BY SUCH
QPAM, DO NOT REPRESENT MORE THAN 20% OF THE TOTAL CLIENT ASSETS MANAGED BY SUCH
QPAM AT THE TIME OF THE TRANSACTION, AND THE OTHER APPLICABLE CONDITIONS OF
SUCH EXEMPTION ARE OTHERWISE SATISFIED;



     4. TO THE EXTENT SUCH PLAN IS A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA WHICH IS NOT SUBJECT TO THE PROVISIONS OF TITLE 1 OF ERISA, AND
AS DEFINED IN SECTION 414(d) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE “CODE”);



     5. TO THE EXTENT SUCH PURCHASE IS MADE BY OR ON BEHALF OF AN INSURANCE
COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT, THE RESERVES AND LIABILITIES
FOR THE GENERAL ACCOUNT CONTRACTS HELD BY OR ON BEHALF OF ANY PLAN, TOGETHER
WITH ANY OTHER PLANS MAINTAINED BY THE SAME EMPLOYER (OR ITS AFFILIATES) OR
EMPLOYEE ORGANIZATION, DO NOT EXCEED 10% OF THE TOTAL RESERVES AND LIABILITIES
OF THE INSURANCE COMPANY GENERAL ACCOUNT (EXCLUSIVE OF SEPARATE ACCOUNT
LIABILITIES), PLUS SURPLUS AS SET FORTH IN THE NATIONAL ASSOCIATION OF
INSURANCE COMMISSIONERS ANNUAL STATEMENT FILED WITH THE STATE OF DOMICILE OF
THE INSURER, IN ACCORDANCE WITH PROHIBITED TRANSACTION CLASS EXEMPTION 95-60,
AND THE OTHER APPLICABLE CONDITIONS OF SUCH EXEMPTION ARE OTHERWISE SATISFIED;



     6. TO THE EXTENT PURCHASE IS MADE BY AN IN-HOUSE ASSET MANAGER WITHIN THE
MEANING OF PART IV(A) OF PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, SUCH
MANAGER HAS MADE OR PROPERLY AUTHORIZED THE DECISION FOR SUCH PLAN TO PURCHASE
THIS SECURITY, UNDER CIRCUMSTANCES SUCH THAT PROHIBITED TRANSACTION CLASS
EXEMPTION 96-23 IS APPLICABLE TO THE PURCHASE AND HOLDING OF THIS SECURITY; OR



     7. TO THE EXTENT SUCH PURCHASE WILL NOT OTHERWISE GIVE RISE TO A
TRANSACTION DESCRIBED IN SECTION 406 OR SECTION



A - 3









 







4975(C)(1) OF THE CODE FOR
WHICH A STATUTORY OR ADMINISTRATIVE EXEMPTION IS UNAVAILABLE.



A - 4









 





CHIPPAC, INC.




CUSIP No. [*]

            No. 1




ISIN No. [*]




2.50% CONVERTIBLE SUBORDINATED NOTE DUE 2008




     ChipPAC, Inc., a Delaware corporation (the “Company”, which term shall
include any successor corporation under the Indenture referred to on the
reverse hereof), promises to pay to Cede & Co., or registered assigns, the
principal sum of 150,000,000 Dollars on June 1, 2008 [or such greater or lesser
amount as is indicated on the Schedule of Exchanges of Securities on the other
side of this Security].3



     Interest Payment Dates: June 1 and December 1, beginning December 1, 2003



     Record Dates: May 15 and November 15



     This Security is convertible as specified on the other side of this
Security. Additional provisions of this Security are set forth on the other
side of this Security.



[Signatures on Following Pages]










	3	 	This phrase should be included only if the Security is a Global Security




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     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.


	 	 	 	 	 
	 	CHIPPAC, INC.

 	 
	 	By:  	


	 
	 	 	Tan Lay Koon 
President and Chief Executive Officer	 




Trustee’s Certificate of Authentication: This is one

of the Securities referred to in the within-mentioned

Indenture.




U.S. BANK NATIONAL ASSOCIATION,

as Trustee,










Authorized Signatory




By: Richard Prokosch




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[FORM OF REVERSE SIDE OF SECURITY]




CHIPPAC, INC.

2.50% CONVERTIBLE SUBORDINATED NOTE DUE JUNE 1, 2008




1. Interest





     ChipPAC, Inc., a Delaware corporation (the “Company” which term shall
include any successor corporation under the Indenture hereinafter referred to),
promises to pay interest on the principal amount of this Security at the rate
of 2.50% per annum. The Company shall pay interest semiannually on June 1 and
December 1 of each year, commencing December 1, 2003; provided, however, that
such interest may be increased by any Additional Interest accruing from time to
time on the principal amount of this Security as provided in the Registration
Rights Agreement. Any reference herein to interest accrued or payable as of
any date shall include any Additional Interest accrued or payable on such date
as provided in the Registration Rights Agreement. Interest on the Securities
shall accrue from the most recent date to which interest has been paid or, if
no interest has been paid, from May 28, 2003; provided, however, that if there
is not an existing Default in the payment of interest and if this Security is
authenticated between a record date referred to on the face hereof and the next
succeeding interest payment date, interest shall accrue from such interest
payment date. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.



2. Method of Payment




     The Company shall pay interest on this Security (except defaulted
interest) to the person who is the Holder of this Security at the close of
business on May 15 or November 15, as the case may be, next preceding the
related interest payment date. The Holder must surrender this Security to a
Paying Agent to collect payment of principal. The Company will pay principal
and interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts. The Company may, however, pay
principal and interest in respect of any Certificated Security by check or wire
payable in such money; provided, however, that a Holder with an aggregate
principal amount in excess of $2,000,000 will be paid by wire transfer in
immediately available funds at the election of such Holder. The Company may
mail an interest check to the Holder’s registered address. Notwithstanding the
foregoing, so long as this Security is registered in the name of a Depositary
or its nominee, all payments hereon shall be made by wire transfer of
immediately available funds to the account of the Depositary or its nominee.



3. Paying Agent, Registrar and Conversion Agent




     Initially, U.S. Bank National Association (the “Trustee”, which term shall
include any successor trustee under the Indenture hereinafter referred to) will
act as Paying Agent, Registrar and Conversion Agent. The Company may change
any Paying Agent, Registrar
or Conversion Agent without notice to the Holder.
The Company or any of its Subsidiaries may, subject to certain limitations set
forth in the Indenture, act as Paying Agent or Registrar.



A - 7









 





4. Indenture, Limitations




     This Security is one of a duly authorized issue of Securities of the
Company designated as its 2.50% Convertible Subordinated Notes Due 2008 (the
“Securities”) issued under an Indenture dated as of May 28, 2003 (together with
any supplemental indentures thereto, the “Indenture”), among the Company, STATS
ChipPAC Ltd. (“Parent”) and the Trustee. Capitalized terms herein are used as
defined in the Indenture unless otherwise defined herein. The terms of this
Security include those stated in the Indenture and those required by or made
part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended, as in effect on the date of the Indenture. This Security is subject
to all such terms, and the Holder of this Security is referred to the Indenture
and said Act for a statement of them. The Securities are subordinated
unsecured obligations of the Company limited to $150,000,000 aggregate
principal amount. The Indenture does not limit other debt of the Company,
secured or unsecured, including Senior Indebtedness.



5. Purchase of Securities at Option of Holder Upon a Change of Control




     At the option of the Holder and subject to the terms and conditions of the
Indenture, the Company shall become obligated to purchase all or any part
specified by the Holder (so long as the principal amount of such part is $1,000
or an integral multiple of $1,000 in excess thereof) of the Securities held by
such Holder on the date that is no less than 30 days and not more than 60 days
after notice of the occurrence of a Change of Control is given as provided in
Section 4.07, at a purchase price equal to 100% of the principal amount thereof
together with accrued interest up to, but excluding, the Change of Control
Purchase Date. The Holder shall have the right to withdraw any Change of
Control Purchase Notice (in whole or in a portion thereof that is $1,000 or an
integral multiple of $1,000 in excess thereof) at any time prior to the close
of business on the Business Day next preceding the Change of Control Purchase
Date by delivering a written notice of withdrawal to the Paying Agent in
accordance with the terms of the Indenture.



6. Conversion




     A Holder of a Security may convert the principal amount of such Security
(or any portion thereof equal to $1,000 or any integral multiple of $1,000 in
excess thereof) into STATS ADSs at any time prior to the close of business on
the Business Day immediately preceding June 1, 2008; provided, however, that if
the Security is subject to purchase upon a Change of Control, the conversion
right will terminate at the close of business on the Business Day immediately
preceding the Change of Control Purchase Date for such Security or such earlier
date as the Holder presents such Security for purchase (unless the Company
shall default in making the Change of Control Purchase Price when due, in which
case the conversion right shall terminate at the close of business on the date
such default is cured and such Security is purchased). The initial Conversion
Price is $9.267 per share, subject to adjustment under certain circumstances.
The number of ADSs issuable upon conversion of a Security is determined by
dividing the principal amount of the Security or portion thereof converted by
the Conversion Price in effect on the Conversion Date. No fractional ADS will
be issued upon conversion; in lieu thereof, an amount will be paid in cash
based upon the closing price (as defined in the Indenture) of the ADS on the
Trading Day immediately prior to the Conversion Date. To convert a Security, a



A - 8









 







Holder must (a) complete and manually sign the conversion notice set forth
below and deliver such notice to a Conversion Agent, (b) surrender the Security
to a Conversion Agent, (c) furnish appropriate endorsements and transfer
documents if required by a Registrar or a Conversion Agent, and (d) pay any
transfer or similar tax, if required. Securities so surrendered for conversion
(in whole or in part) during the period from the close of business on any
regular record date to the opening of business on the next succeeding interest
payment date (excluding Securities or portions thereof which are subject to
purchase following a Change of Control on a date during the period beginning at
the close of business on a regular record date and ending at the opening of
business on the first Business Day after the next succeeding interest payment
date, or if such interest payment date is not a Business Day, the second such
Business Day) shall also be accompanied by payment in funds acceptable to the
Company of an amount equal to the interest payable on such interest payment
date on the principal amount of such Security then being converted, and such
interest shall be payable to such registered Holder notwithstanding the
conversion of such Security, subject to the provisions of this Indenture
relating to the payment of defaulted interest by the Company. If the Company
defaults in the payment of interest payable on such interest payment date, the
Company shall promptly repay such funds to such Holder. A Holder may convert a
portion of a Security equal to $1,000 or any integral multiple thereof. A
Security in respect of which a Holder had delivered a Change of Control
Purchase Notice exercising the option of such Holder to require the Company to
purchase such Security may be converted only if the Change of Control Purchase
Notice is withdrawn in accordance with the terms of the Indenture.



7. Subordination




     The indebtedness evidenced by the Securities is, to the extent and in the
manner provided in the Indenture, subordinate and junior in right of payment to
the prior payment in full of all Senior Indebtedness of the Company. Any
Holder by accepting this Security agrees to and shall be bound by such
subordination provisions and authorizes the Trustee to give them effect. In
addition to all other rights of Senior Indebtedness described in the Indenture,
the Senior Indebtedness shall continue to be Senior Indebtedness and entitled
to the benefits of the subordination provisions irrespective of any amendment,
modification or waiver of any terms of any instrument relating to the Senior
Indebtedness or any extension or renewal of the Senior Indebtedness.



8. Denominations, Transfer, Exchange




     The Securities are in registered form without coupons in denominations of
$1,000 and integral multiples of $1,000. A Holder may register the transfer of
or exchange Securities in accordance with the Indenture. The Registrar may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes or other governmental charges that may
be imposed in relation thereto by law or permitted by the Indenture.



9. Persons Deemed Owners




The Holder of a Security may be treated as the owner of it for all
purposes.




A - 9









 








10. Unclaimed Money




     If money for the payment of principal or interest remains unclaimed for
two years, the Trustee or Paying Agent will pay the money back to the Company
at its written request. After that, Holders entitled to money must look to the
Company for payment.



11. Amendment, Supplement and Waiver




     Subject to certain exceptions, the Indenture or the Securities may be
amended or supplemented with the consent of the Holders of at least a majority
in principal amount of the Securities then outstanding, and an existing Default
or Event of Default and its consequence or compliance with any provision of the
Indenture or the Securities may be waived in a particular instance with the
consent of the Holders of a majority in principal amount of the Securities then
outstanding. Without the consent of or notice to any Holder, the Company and
the Trustee may amend or supplement the Indenture or the Securities to, among
other things, cure any ambiguity, defect or inconsistency or make any other
change that does not adversely affect the rights of any Holder.



12. Successor Corporation




     When a successor corporation assumes all the obligations of its
predecessor under the Securities and the Indenture in accordance with the terms
and conditions of the Indenture, the predecessor corporation will (except in
certain circumstances specified in the Indenture) be released from those
obligations.



13. Defaults and Remedies




     Under the Indenture, an Event of Default includes: (1) the Company
defaults in any payment of interest on any Security when the same becomes due
and payable, whether or not such payment shall be prohibited by Article 11, and
such default continues for a period of 30 days; (2) the Company (i) defaults in
the payment of the principal of any Security when the same becomes due and
payable at its Stated Maturity, upon declaration of acceleration or otherwise,
whether or not such payment shall be prohibited by Article 11 or (ii) fails to
purchase Securities when required pursuant to this Indenture or the Securities,
whether or not such purchase shall be prohibited by Article 11; (3) the Company
fails to comply with its obligations with respect to a Change of Control in
accordance with Sections 4.07, 4.08, 4.09, 4.10 and 4.11 (other than its
obligation to purchase securities properly submitted for purchase); (4) the
Company fails to comply with its obligations under Section 6.01; (5) the
Company fails to comply with any of its agreements in the Securities or the
Indenture (other than those referred to in clauses (1) through (4) above) and
such failure continues for 60 days after the notice specified below; or (6) the
Company or Parent pursuant to or within the meaning of any Bankruptcy Law: (A)
commences a voluntary case; (B) consents to the entry of an order for relief
against it in an involuntary case; (C) consents to the appointment of a
Custodian of it or for a substantial part of its property; or (D) makes a
general assignment for the benefit of its creditors; (7) a court of competent
jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is
for relief against the Company or Parent in an involuntary case; (B) appoints a
Custodian of the Company or Parent or for all or substantially all of its
property; or (C) orders the winding up or liquidation of the



A - 10









 







Company or Parent;
and the order or decree remains unstayed and in effect for 60 days (together
with Clause (6), the “bankruptcy provisions”); (8) Indebtedness of the Company
is not paid within 15 days of any applicable grace period after final maturity
or is accelerated by the holders thereof because of a default and the total
amount of such Indebtedness unpaid or accelerated exceeds $15.0 million (the
“cross acceleration provision”); and (9) Default in the performance, or breach,
of any covenant of Parent contained in the Indenture and the continuance of
such default or breach for a period of 60 days after written notice has been
given to the Company and Parent by the Trustee or to Parent, the Company and
the Trustee by the Holders of at least 25% in aggregate principal amount of the
Securities then outstanding.



     If an Event of Default (other than an event of default as described in
clauses (6) and (7) with respect to the Company) occurs and is continuing, the
Trustee or the Holders of at least 25% in principal amount of the Securities
then outstanding may declare all unpaid principal to the date of acceleration
on the Securities then outstanding to be due and payable immediately, all as
and to the extent provided in the Indenture. If an Event of Default occurs as
a result of certain events of bankruptcy, insolvency or reorganization of the
Company or as described in clauses (6) and (7) herein, unpaid principal of the
Securities then outstanding shall become due and payable immediately without
any declaration or other act on the part of the Trustee or any Holder, all as
and to the extent provided in the Indenture. Holders may not enforce the
Indenture or the Securities except as provided in the Indenture. The Trustee
may require indemnity satisfactory to it before it enforces the Indenture or
the Securities. Subject to certain limitations, Holders of a majority in
principal amount of the Securities then outstanding may direct the Trustee in
its exercise of any trust or power. The Trustee may withhold from Holders
notice of any continuing Default (except a Default in payment of principal or
interest) if it determines that withholding notice is in their interests. The
Company is required to file periodic reports with the Trustee as to the absence
of Default.



14. Trustee Dealings with the Company




     U.S. Bank National Association, the Trustee under the Indenture, in its
individual or any other capacity, may make loans to, accept deposits from and
perform services for the Company or an Affiliate of the Company, and may
otherwise deal with the Company or an Affiliate of the Company, as if it were
not the Trustee.



15. No Recourse Against Others




     A director, officer, employee or shareholder, as such, of the Company or
Parent shall not have any liability for any obligations of the Company or
Parent under the Securities or the Indenture nor for any claim based on, in
respect of or by reason of such obligations or their creation. The Holder of
this Security by accepting this Security waives and releases all such
liability. The waiver and release are part of the consideration for the
issuance of this Security.



16. Parent Guarantee




     This Security is entitled to the benefits of the Parent Guarantee made for
the benefit of the Holders. Reference is hereby made to the Indenture for a
statement of the respective rights, limitations of rights, duties and
obligations of Parent thereunder.



A - 11









 





17. Authentication




     This Security shall not be valid until the Trustee or an authenticating
agent manually signs the certificate of authentication on the other side of
this Security.



18. Abbreviations and Definitions




     Customary abbreviations may be used in the name of the Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (=joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian) and UGMA (= Uniform Gifts to Minors
Act). All terms defined in the Indenture and used in this Security but not
specifically defined herein are defined in the Indenture and are used herein as
so defined.



19. Indenture to Control; Governing Law




     In the case of any conflict between the provisions of this Security and
the Indenture, the provisions of the Indenture shall control. This Security
shall be governed by, and construed in accordance with, the laws of the State
of New York, without regard to principles of conflicts of law.



     The Company will furnish to any Holder, upon written request and without
charge, a copy of the Indenture. Requests may be made to: ChipPAC, Inc., 47400
Kato Road, Fremont, California 94538, Attention: Corporate Secretary.



A - 12









 





ASSIGNMENT FORM





To assign this Security, fill in the form below:



     I or we assign and transfer this Security to







(Insert assignee’s soc. sec. or tax I.D. no.)






















(Print or type assignee’s name, address and zip code




and irrevocably appoint







agent to transfer this Security on the books of the Company. The agent
may substitute another to act for him or her.




	 	 	 
	Date: 

	 	Your Signature



	

	 	(Sign exactly as your name appears on the
	

	 	other side of this Security)
	 
	 	 
	*Signature guaranteed by:
	 	 
	 
	 	 
	By:


	 	 







*Signature(s) must be guaranteed by a qualified guarantor institution with
membership in an approved signature guarantee program pursuant to Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended.



A - 13









 








CHIPPAC, INC. (the “Company”)

US$150,000,000

2.50% Convertible Subordinated Notes due 2008

(CUSIP No. [169657AC7]/[169657AD5])




CONVERSION NOTICE




PART I




     To convert this security (the “Security”) into STATS ChipPAC Ltd. (the
“Parent”) Ordinary Shares represented by American Depositary Shares (“ADSs”),
check this box: o



     To convert only part of this Security, state the principal amount to be
converted (must be $1,000 or a multiple of $1,000): $                    .



PART II





	A.	 	If you wish to receive ADSs upon conversion of your Securities, check and
complete items 1., 2. OR 3. below.
	 
	1.	 	Check here ? and complete the grid below if you are requesting conversion
of your Securities for ADSs AND the ADSs have been sold to a third party
pursuant to an effective registration statement under the Securities Act:





     Deliver ADSs (CUSIP No. 85771T104) to:



	 	 	 
	Name of DTC Participant:

	 	


	 
	 	 
	DTC Participant Account No.:

	 	


	 
	 	 
	Account No. for Purchaser at DTC

	 	


	Participant (f/b/o information): 
	 	


	 
	 	 
	Onward Delivery instructions to Purchaser:

	 	


	 
	 	 
	Contact person at DTC Participant:

	 	


	 
	 	 
	Daytime Telephone Number of contact person
at DTC Participant:

	 	









By checking above and completing the above grid, I/we (i) represent that I/we
am/are not acting on behalf of Parent, the Company or any affiliate of either
Parent or the Company and that the ADSs to be delivered upon conversion of
my/our Securities have been sold pursuant to a resale registration statement
which has been declared effective under the Securities Act (and which


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continues
to be effective at the time of transfer), and (ii) certify that the prospectus
delivery requirements, if any, of the Securities Act have been satisfied with
respect to the sale described above and that the person who signed this
Conversion Notice is the beneficial owner of the Securities surrendered
herewith and is named as a selling securityholder in the applicable Prospectus
or in amendments or supplements thereto, and that the number of ADSs
transferred are all or a portion of the ADSs listed in such Prospectus, as
amended or supplemented opposite such owner’s name. Details of my/our designee
to receive such ADSs are set forth above.



OR





	2.	 	Check here o and complete the grid below if you are requesting conversion
of your Securities for ADSs AND you acquired your Securities in a sale
pursuant to an effective registration statement under the Securities Act:





     Deliver ADSs (CUSIP No. 85771T104) to:



	 	 	 
	Name of DTC Participant:

	 	


	 
	 	 
	DTC Participant Account No.:

	 	


	 
	 	 
	Account No. for Purchaser at DTC

	 	


	Participant (f/b/o information):

	 	


	 
	 	 
	Onward Delivery instructions to Purchaser:

	 	


	 
	 	 
	Contact person at DTC Participant:

	 	


	 
	 	 
	Daytime Telephone Number of contact
	 	 
	person at DTC Participant:

	 	









By checking above and completing the above grid, I/we (i) represent that I/we
am/are not acting on behalf of Parent, the Company or any affiliate of either
Parent or the Company and that I/we acquired my/our Securities in a sale
pursuant to a resale registration statement which has been declared effective
under the Securities Act (and which continues to be effective at the time of
transfer), and (ii) certify that the prospectus delivery requirements, if any,
of the Securities Act have been satisfied with respect to the acquisition
described above and that the person who signed this Conversion Notice is the
beneficial owner of the Securities surrendered herewith and the seller of such
Securities is named as a selling securityholder in the applicable Prospectus or
in amendments or supplements thereto, and that the number of ADSs transferred
are all or a portion of the ADSs listed in such Prospectus, as amended or
supplemented opposite such seller’s name. Details of my/our designee to
receive such ADSs are set forth above.


OR


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	3.	 	Check here o and complete the grid below if you are requesting conversion
of your Securities (without concurrent resale under a resale registration
statement) into Restricted ADSs:





	 	 	 
	Deliver Restricted ADR (CUSIP No.
85227G888) to:

	 	


	 
	 	 
	Name of Holder:

	 	


	 
	 	 
	Address:

	 	


	

	 	


	 
	 	 
	Tax ID Number:

	 	


	 
	 	 
	Fax Number:

	 	


	 
	 	 
	Daytime Telephone No.:

	 	


	 
	 	 
	Federal Express Account No.:*

	 	










	*	 	The Restricted ADR(s) will be mailed by U.S. mail unless a Federal
Express Account number
is included above.
	 
	**	 	Upon receipt of this Conversion Notice, the Conversion Agent will
complete this Conversion
Notice and will promptly, but in any event not later than two
business days following the Conversion Date, fax the completed
Conversion Notice to the ADS Depositary and the Custodian as
specified herein.





By checking and completing the grid above, I/we (x) represent and agree that,
at the time of signing and delivery of this Conversion Notice, I/we am/are, or
the person who has the beneficial interest in such Securities is, not Parent,
the Company or an affiliate of either Parent or the Company and (i) is not a
U.S. Person (within the meaning of Regulation S under the Securities Act
(“Regulation S”)) and I/we, or such person, purchased such Securities, or the
beneficial interest therein, in a transaction made in accordance with
Regulation S, (ii) is a “qualified institutional buyer” (“QIB”) within the
meaning of Rule 144A under the Securities Act, or (iii) is an “accredited
investor” within the meaning of Regulation D under the Securities Act, (y)
understand that ADSs issued upon conversion of the Securities have not been and
will not be registered under the Securities Act, and (z) agrees that such ADSs
will be issued in the form of certificated Restricted ADR(s) and may not be
offered, sold, pledged or otherwise transferred except (A) (1) pursuant to Rule
144A under the Securities Act to a person that the holder reasonably believes
is a QIB within the meaning of Rule 144A, (2) in an offshore transaction to a
non-U.S. person made in accordance with Regulation S, (3) pursuant to an
effective registration statement under the Securities Act, or (4) pursuant to
an exemption from registration under the Securities Act, and (B) in accordance
with any applicable securities laws of any state of the United States and the
applicable laws of any other jurisdiction. The undersigned understands that
the Restricted ADSs are subject to the terms of a Letter Agreement, dated as of
October            , 2004, by and between Parent and Citibank, N.A., as ADS Depositary,
which sets forth the restrictions applicable to the Restricted ADSs.



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Please read and complete Items B through E below:





	B.	 	The Securities converted hereby and any documents required in relation to
the declarations below or to verify the same accompany this form.
	 
	C.	 	I/we hereby declare that I/we have been notified by Parent that Parent’s
register of shareholders may be closed from time to time. I/We hereby
declare that any applicable condition to conversion of the Securities, if
any, has been complied with by me/us, that I/we am/are not acting on
behalf of Parent, the Company or an affiliate of either.
	 
	D.	 	I/We hereby declare that all stamp, issue, registration or similar taxes
and duties payable on conversion of the Securities in the jurisdiction
where the Securities are delivered to the Conversion Agent have been paid.
	 
	E.	 	Converting Securityholder Information and Signature:





     Please complete the following information with respect to the converting
Securityholder:



	 	 	 
	Name:
	 	


	 
	 	 
	Date:
	 	


	 
	 	 
	Address:

	 	


	

	 	


	 
	 	 
	Telephone Number:
	 	


	 
	 	 
	Signature:

	 	









*Signature guaranteed by:




	 	 	 
	 	By:  
	









*Signature(s) must be guaranteed by a qualified guarantor institution with
membership in an approved signature guarantee program pursuant to Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended.



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     For Conversion Agent’s use only:



	 	 	 	 	 
	1.

	 	(A)
	 	Securities conversion identification reference: ChipPAC, Inc. 2.50%
Convertible Subordinated Notes due 2008 (CUSIP [169657AC7]/[169657AD5])
	 
	 	 	 	 
	

	 	(B)
	 	Deposit Date:




	 
	 	 	 	 
	

	 	(C)
	 	Conversion Date:



	 
	 	 	 	 
	2.

	 	(A)
	 	Aggregate principal amount of
Securities deposited for conversion:



	 
	 	 	 	 
	

	 	(B)
	 	Conversion Price on Conversion
Date: 


	 
	 	 	 	 
	

	 	(C)
	 	Number of ADSs deliverable:



	

	 	 	 	(disregard fractions)
	 
	 	 	 	 
	

	 	(D)
	 	Number of Restricted ADSs
deliverable:



	

	 	 	 	(disregard fractions)







N.B. The Conversion Agent must complete items 1 and 2.





Upon receipt, a copy of this Conversion Notice shall be forwarded to:





	a)	 	Citibank, N.A.






ADR Department

15th Floor

111 Wall Street

New York, New York 10043

Attn: Rosanne Devonshire

Facsimile No: (212) 825-2029




	b)	 	Citibank, N.A. - Singapore






300 Tampines Avenue 5

#07-00 Tampines Junction

Singapore, 529653

Facsimile No.: 011-65-6426-8661



     Notwithstanding anything herein to the contrary, Ordinary Shares which
would be represented by a fraction of one ADS shall not be issuable by the
Company or deposited with the Custodian or the ADS Depositary.



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OPTION TO ELECT REPURCHASE



UPON A CHANGE OF CONTROL




To: ChipPAC, Inc.




     The undersigned registered owner of this Security hereby irrevocably
acknowledges receipt of a notice from ChipPAC, Inc. (the “Company”) as to the
occurrence of a Change of Control, and requests and instructs the Company to
redeem the entire principal amount of this Security, or the portion thereof
(which is $1,000 or an integral multiple thereof) below designated, in
accordance with the terms of the Indenture referred to in this Security at the
Change of Control Purchase Price, together with accrued interest to, but
excluding, such date, to the registered Holder hereof.



	 	 	 
	Date:




	 	
Signature(s)
	 
	 	 
	

	 	Signature(s) must be guaranteed by a
qualified
guarantor institution with membership in an
approved signature guarantee program
pursuant to Rule 17Ad-15 under the
Securities
Exchange Act of 1934, as amended.
	 
	 	 
	

	 	

	

	 	Signature Guaranty







Principal amount to be redeemed (in an integral multiple of $1,000, if less
than all):






NOTICE: The signature to the foregoing Election must correspond to the Name as
written upon the face of this Security in every particular, without alteration
or any change whatsoever. 



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SCHEDULE OF EXCHANGES OF SECURITIES4




     The following exchanges, repurchases or conversions of a part of this
global Security have been made:



	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Principal Amount	 	 	 	 	 	Amount of	 	 	Amount of
	 	 	of this Global	 	 	Authorized	 	 	Decrease in	 	 	Increase in
	 	 	Security Following	 	 	Signatory of	 	 	Principal Amount	 	 	Principal Amount
	Date of	 	Such Decrease (or	 	 	Securities	 	 	of this Global	 	 	of this Global
	Exchange
	 	Increase)
	 	 	Custodian
	 	 	Security
	 	 	Security













	4	 	This schedule should be included only if the Security is a Global Security.




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CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION

OF TRANSFER OF TRANSFER RESTRICTED SECURITIES5




	 	 	 
	Re:

	 	2.50% Convertible Subordinated Securities Due 2008 (the “Securities”) of
ChipPAC, Inc.







     This
certificate relates to $ _______ principal amount of Securities
owned in (check applicable box)



o book-entry or            o definitive form by                      o (the “Transferor”).




     The Transferor has requested a Registrar or the Trustee to exchange or
register the transfer of such Securities.



     In connection with such request and in respect of each such Security, the
Transferor does hereby certify that the Transferor is familiar with transfer
restrictions relating to the Securities as provided in Section 2.08 of the
Indenture dated as of May 28, 2003, between ChipPAC, Inc. and U.S. Bank
National Association (the “Indenture”), and the transfer of such Security is
being made pursuant to an effective registration statement under the Securities
Act of 1933, as amended (the “Securities Act”) (check applicable box) or the
transfer or exchange, as the case may be, of such Security does not require
registration under the Securities Act because (check applicable box):




	o	 	 Such Security is being transferred pursuant to an effective
registration statement under the Securities Act.
	 
	o	 	Such Security is being transferred to the Company.
	 
	o	 	Such Security is being transferred inside the United States to a
person the Transferor reasonably believes is a “qualified
institutional buyer” (as defined in Rule 144A or any successor
provision thereto (“Rule 144A”) under the Securities Act) that is
purchasing for its own account or for the account of a “qualified
institutional buyer”, in each case to whom notice has been given
that the transfer is being made in reliance on such Rule 144A, and
in each case in reliance on Rule 144A.
	 
	o	 	Such Security is being transferred outside the United States in an
offshore transaction within the meaning of Regulation S under the
Securities Act in compliance with Rule 904 under the Securities
Act.
	 
	o	 	Such Security is being transferred pursuant to and in compliance
with an exemption from the registration requirements under the
Securities Act in accordance with Rule 144 (or any successor
thereto) (“Rule 144”) under the Securities Act.











	5	 	This certificate should only be included if this Security is a Transfer
Restricted Security.




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	o	 	Such Security is being transferred pursuant to and in compliance
with an exemption from the registration requirements of the
Securities Act (other than an exemption referred to above) and as a
result of which such Security will, upon such transfer, cease to be
a “restricted security” within the meaning of Rule 144 under the
Securities Act.





     The Transferor acknowledges and agrees that, if the transferee will hold
any such Securities in the form of beneficial interests in a Global Security
which is a “restricted security” within the meaning of Rule 144 under the
Securities Act, then such transfer can only be made pursuant to Rule 144A under
the Securities Act and such transferee must be a “qualified institutional
buyer” (as defined in Rule 144A).



	 	 	 
	Date:



	 	
(Insert Name of Transferor)







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GUARANTEE




     The undersigned (“Parent”) hereby unconditionally guarantees, on a
subordinated basis, to the extent set forth in the Indenture dated May 28,
2003, as amended by the First Supplemental Indenture dated as of August 4,
2004, and the Second Supplemental Indenture dated as of October 11, 2004, by
and among ChipPAC, Inc., as issuer, Parent and U.S. Bank National Association,
a banking association, as Trustee (as amended, restated or supplemented from
time to time, the “Indenture”), and subject to the provisions of the Indenture,
as supplemented, (a) the due and punctual payment of the principal of, and
premium, if any, and interest on the Notes, when and as the same shall become
due and payable, whether at maturity, by acceleration or otherwise, the due and
punctual payment of interest on overdue principal of, and premium and, to the
extent permitted by law, interest, 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 set forth in Article Three of the Second Supplemental
Indenture, 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.



     Parent agrees, and each Holder agrees, that the Indebtedness evidenced by
this guarantee is subordinated in right of payment, to the extent and in the
manner provided in Article Four of the Second Supplemental Indenture, to the
prior payment in full in cash of all Obligations with respect to Parent Senior
Indebtedness. The obligations of Parent to the Holders and to the Trustee
pursuant to this Guarantee and the Indenture, as supplemented, are expressly
set forth in Article Three and Article Four of the Second Supplemental
Indenture and reference is hereby made to the Indenture, as supplemented, for
the precise terms and limitations of this Guarantee.



     Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Indenture.



[Signatures on Following Pages]




A - 23









 








     IN WITNESS WHEREOF, the Parent has caused
this Guarantee to be signed by a duly authorized officer.


	 	 	 	 	 
	 	The Parent:





STATS CHIPPAC LTD.

 	 
	 	By:  	


	 
	 	 	Tan Lay Koon 	 
	 	 	President and Chief Executive Officer 	 
	 




Dated: October 11, 2004





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