exv4w5



 





Exhibit 4.5



STATS ChipPAC Ltd.

10 Ang Mo Kio Street 65

#05-17/20 Techpoint

Singapore 569059




October 13, 2004



Citibank, N.A. — ADR Department

388 Greenwich Street

14th Floor

New York, New York 10013



     ChipPAC, Inc. Convertible Bonds



Ladies and Gentlemen:



     Reference is made to the Deposit Agreement, dated as of February 8, 2000
(the “Original Deposit Agreement”), by and among STATS ChipPAC Ltd. (f/k/a ST
Assembly Test Services Ltd), a company incorporated under the laws of Singapore
(the “Company”), Citibank, N.A., as Depositary (Citibank in such capacity, the
“Depositary”), and the Holders and Beneficial Owners of American Depositary
Shares (the “ADSs”) evidenced by American Depositary Receipts (the “ADRs”)
issued thereunder, as supplemented by a Letter Agreement, dated as of August 4,
2004 (the “Legended ADS Side Letter”), by and between the Company and the
Depositary, concerning the issuance of legended ADSs to certain owners of
ChipPAC Class A Common Stock (as defined below), and as further supplemented by
a Letter Agreement, dated as of August 4, 2004 (the “Restricted ADS Side
Letter,” and the Original Deposit Agreement, as so supplemented by the Legended
ADS Side Letter and the Restricted ADS Side Letter, the “Deposit Agreement”),
by and between the Company and the Depositary, concerning the issuance of
restricted ADSs to holders of certain convertible bonds of ChipPAC (as defined
below), each ADS representing 10 ordinary shares, par value S$0.25 per share,
of the Company (the “Shares”). All capitalized terms used, but not otherwise
defined in this letter agreement (the “Letter Agreement”), shall have the
meaning assigned thereto in the Deposit Agreement.



     The Company entered into an Agreement and Plan of Merger and
Reorganization, dated as of February 10, 2004 (the “Merger Agreement”), among
the Company, Camelot Merger, Inc. (“Merger Sub”), and ChipPAC, Inc.
(“ChipPAC”), pursuant to which Merger Sub, a wholly-owned subsidiary of the
Company, merged (the “Merger”) with and into ChipPAC on August 4, 2004 (the
“Effective Date”), with ChipPAC continuing as the surviving corporation.
ChipPAC is a company organized and existing under the laws of the State of
Delaware that had issued and outstanding shares of Class A common stock, par
value $0.01 per share (the “ChipPAC Class A Common Stock”).



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     As of the Effective Date, each share of ChipPAC Class A Common Stock was
converted into the right to receive 0.87 of an ADS, together with cash-in-lieu
of any fractional ADSs to which a holder of ChipPAC Class A Common Stock would
otherwise have been entitled.



     In two separate prior transactions, ChipPAC issued (i) in a private
placement transaction, 8% Convertible Subordinated Notes due June 15, 2011 (the
“2001 Notes”), in the aggregate principal amount of $50,000,000, pursuant to an
Indenture, dated as of June 15, 2001 (the “Original 2001 Indenture”), between
ChipPAC and U.S. Bank National Association (f/k/a Firstar Bank, N.A.), as
trustee thereunder, and (ii) in concurrent transactions under Rule 144A under
the Securities Act and Regulation S under the Securities Act, 2.50% Convertible
Subordinated Notes due June 1, 2008 (the “2003 Notes,” and collectively with
the 2001 Notes, the “Notes”), in the aggregate principal amount of
$150,000,000, pursuant to an Indenture, dated as of May 28, 2003 (the “Original
2003 Indenture,” and collectively with the Original 2001 Indenture, the
“Original Indentures”), between ChipPAC and U.S. Bank National Association, as
trustee thereunder. Each of the Notes was, prior to the Effective Date,
convertible, at the option of the holder thereof (such holder, a “Converting
Noteholder”), into shares of ChipPAC Class A Common Stock, in each case in
accordance with terms of the applicable Original Indenture.



     In connection with the Merger and as required by the terms of each of the
Original Indentures, the Company agreed to assume certain obligations of
ChipPAC pursuant to the Original Indentures, as a result of which the Company
entered into supplemental indentures, each dated as of the Effective Date (the
“Supplemental Indentures”), each among the Company, ChipPAC and the respective
Original Indenture trustee with regards to each of the Original Indentures (the
Original 2001 Indenture, as so amended by the applicable Supplemental
Indenture, the “Amended 2001 Indenture,” and the Original 2003 Indenture, as so
amended by the applicable Supplemental Indenture, the “Amended 2003 Indenture,”
and together with the Amended 2001 Indenture, the “Amended Indentures”).
Pursuant to the terms of each of the Amended Indentures and the Deposit
Agreement, Converting Noteholders were entitled to receive Restricted ADSs upon
conversion of their Notes evidenced by Restricted ADRs rather than ChipPAC
Class A Common Stock. In connection with such issuance of Restricted ADSs, the
Company agreed to deposit with the Custodian Shares considered by the Company
to be “Restricted Securities” within the meaning given to such term in the
Deposit Agreement in order to enable the issuance by the Depositary of the
corresponding Restricted ADSs.



     The Company has guaranteed the obligations of ChipPAC under the Amended
2003 Indenture and the 2003 Notes (the “Guarantee”) pursuant to a Second
Supplemental Indenture, dated October 11, 2004 (the “Second Supplemental
Indenture,” and the Amended 2003 Indenture, as so amended by such Second
Supplemental Indenture, the “2003 Indenture,” and together with the Amended
2001 Indenture, the “Indentures”), among the Company, ChipPAC and the
respective trustee. Pursuant to the terms of each of the Indentures, the
Deposit Agreement and this Letter Agreement and except as provided below,
Converting Noteholders will continue to be entitled to receive Restricted ADSs
upon conversion of their Notes (the Restricted ADSs to be received by holders
of the 2001 Notes, the “2001 Conversion Restricted ADSs,” and the Restricted
ADSs to be received by holders of the 2003 Notes, the “2003 Conversion
Restricted ADSs,” and collectively with the 2001 Conversion Restricted ADSs,
the “Conversion Restricted ADSs”) evidenced by Restricted ADRs (the Restricted
ADRs evidencing



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the 2001 Conversion Restricted ADSs, the “2001 Conversion Restricted
ADRs,” and the Restricted ADRs evidencing the 2003 Conversion Restricted ADSs,
the “2003 Conversion Restricted ADRs,” and collectively with the 2001
Conversion Restricted ADRs, the “Conversion Restricted ADRs”). In connection
with such issuance of Conversion Restricted ADSs, the Company will deposit with
the Custodian Shares considered by the Company to be “Restricted Securities”
within the meaning given to such term in the Deposit Agreement (the Shares
underlying the 2001 Conversion Restricted ADRs, the “2001 Conversion Restricted
Shares,” and the Shares underlying the 2003 Conversion Restricted ADRs, the
“2003 Conversion Restricted Shares,” and collectively with the 2001 Conversion
Restricted Shares, the “Conversion Restricted Shares”) in order to enable the
issuance by the Depositary of the corresponding Conversion Restricted ADSs. It
is the intent of the Company and the Depositary that Converting Noteholders who
convert their 2003 Notes will receive 2003 Conversion Restricted ADSs rather
than freely transferable ADS for so long as the Shares to be deposited with the
Custodian are considered “Restricted Securities” within the meaning given such
term in the Deposit Agreement.



     In addition, the Company and ChipPAC plan to file a Resale Registration
Statement on Form F-3/S-3 (File No.    , File No.    ) to register (i)
the resale of the 2003 Notes, (ii) the Guarantee, and (iii) the resale of the
Shares underlying the ADSs issuable upon conversion of the 2003 Notes.



     The purpose and intent of this Letter Agreement is to amend and restate
the Restricted ADS Side Letter and to supplement the Deposit Agreement for
purposes of establishing, under the terms of Section 2.12 of the Deposit
Agreement, procedures for the issuance, upon conversion of Notes by Converting
Noteholders, of Conversion Restricted ADSs or freely transferable ADSs, as the
case may be, and the delivery of Conversion Restricted ADSs to Converting
Noteholders in the form of Conversion Restricted ADRs, upon the terms and
conditions of the applicable Indentures and this Letter Agreement. The Company
and the Depositary agree that this Letter Agreement shall be filed as an
exhibit to the next Registration Statement on Form F-6 filed with the
Commission in respect of the ADSs and, if applicable, shall be filed by the
Company with governmental authorities in Singapore in accordance with
applicable Singapore laws and regulations.



     For good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company and the Depositary hereby agree, as
follows:



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     A. Conversion of 2001 Notes



     The Company and the Depositary hereby confirm and agree that (i) the
Company shall procure all Converting Noteholders who desire to convert their
2001 Notes and receive 2001 Conversion Restricted ADRs (and the 2001 Conversion
Restricted ADSs evidenced thereby) to provide the Depositary with a duly
completed and signed conversion notice, including the deposit certifications
included therein, substantially in the form set forth as Exhibit A hereto (the
“2001 Note Conversion Notice”), and (ii) all Holders who desire to cancel their
2001 Conversion Restricted ADRs (and the 2001 Conversion Restricted ADSs
evidenced thereby) and withdraw the underlying 2001 Conversion Restricted
Shares in accordance with the terms of the Deposit Agreement will be required
at the time of any surrender of 2001 Conversion Restricted ADRs (and the 2001
Conversion Restricted ADSs evidenced thereby) to provide the Depositary with a
duly completed and signed withdrawal certification substantially in the form
set forth as Exhibit B hereto (the “2001 Conversion Withdrawal Certification”)
and to comply with the procedures set forth in Section (C)(7) below.



     Notwithstanding anything herein or in any other agreement to the contrary,
the Depositary shall have no obligation to issue any 2001 Conversion Restricted
ADR (or the 2001 Conversion Restricted ADSs evidenced thereby) until and unless
it has received a fully and properly completed 2001 Note Conversion Notice.



     B. Conversion of 2003 Notes



     The Company and the Depositary hereby confirm and agree that (i) the
Company shall procure all Converting Noteholders who desire to convert their
2003 Notes and receive 2003 Conversion Restricted ADRs (and the 2003 Conversion
Restricted ADSs evidenced thereby) or freely transferable ADSs, as described
below, to provide the Depositary with a duly completed and signed conversion
notice, including the deposit certifications included therein, substantially in
the form set forth as Exhibit C hereto (the “2003 Note Conversion Notice”), and
(ii) all Holders who desire to cancel their 2003 Conversion Restricted ADRs
(and the 2003 Conversion Restricted ADSs evidenced thereby) and withdraw the
underlying 2003 Conversion Restricted Shares in accordance with the terms of
the Deposit Agreement will be required at the time of any surrender of 2003
Conversion Restricted ADRs (and the 2003 Conversion Restricted ADSs evidenced
thereby) to provide the Depositary with a duly completed and signed withdrawal
certification substantially in the form set forth as Exhibit D hereto (the
“2003 Conversion Withdrawal Certification”) and to comply with the procedures
set forth in Section (C)(7) below.



     Notwithstanding anything herein to the contrary, a Converting Noteholder
will receive freely transferable ADSs upon the conversion of its 2003 Note(s)
in the event such Converting Noteholder (i) immediately sells the ADSs received
upon conversion of its 2003 Note(s) to a third party pursuant to an effective
registration statement under the Securities Act, or (ii) acquired such 2003
Note(s) in a sale pursuant to an effective registration statement under the
Securities Act, as indicated by such Converting Noteholder in the 2003 Note
Conversion Notice it delivered in connection with its conversion request.



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     Notwithstanding anything herein or in any other agreement to the contrary,
the Depositary shall have no obligation to issue any 2003 Conversion Restricted
ADR (or the 2003 Conversion Restricted ADSs evidenced thereby) or freely
transferable ADSs, as the case may be, until and unless it has received a fully
and properly completed 2003 Note Conversion Notice.



     C. Procedures Accommodating the Issuance, Transfer and Cancellation of
ADSs



     1. Deposits. In furtherance of the foregoing, the Company requests the
Depositary, and the Depositary agrees upon the terms and subject to the
conditions set forth in this Letter Agreement, to establish procedures to
enable (i) the deposit of Conversion Restricted Shares with the Custodian by
the Company in order to enable the issuance by the Depositary of the
corresponding Conversion Restricted ADSs to the applicable Converting
Noteholder for delivery in the form of Conversion Restricted ADRs, (ii) the
deposit of Shares with the Custodian by the Company in order to enable the
issuance by the Depositary of the corresponding freely transferable ADSs to the
applicable Converting Noteholder, and (iii) the transfer of the Conversion
Restricted ADRs (and the Conversion Restricted ADSs evidenced thereby), the
removal of the transfer and other restrictions with respect to the Conversion
Restricted ADRs (and the Conversion Restricted ADSs evidenced thereby) in order
to create unrestricted ADRs (and ADSs evidenced thereby), and the cancellation
of Conversion Restricted ADSs and the withdrawal of the applicable Conversion
Restricted Shares, in each case upon the terms and conditions set forth in the
Deposit Agreement as supplemented by the terms of this Letter Agreement.



     The Company agrees that, upon deposit of the applicable Conversion
Restricted Shares or Shares, as the case may be, by the Company upon conversion
of the 2001 Notes or the 2003 Notes by Converting Noteholders, the Company will
notify the Custodian that such deposit of Conversion Restricted Shares or
Shares, as the case may be, is in connection with the conversion of the 2001
Notes or the 2003 Notes, as the case may be, including in such notice to the
Custodian the relevant CUSIP number for the Note(s) converted. The Company
agrees that the Converting Noteholders shall be entitled, upon conversion, only
to a number of the applicable Conversion Restricted Shares or Shares, as the
case may be, to be represented by an integral number of Conversion Restricted
ADSs or freely transferable ADS, respectively. Conversion Restricted Shares or
Shares, as the case may be, which would be represented by a fraction of one
Conversion Restricted ADS or freely transferable ADS shall not be issuable, and
such holders will receive cash adjustments in respect of such fractions from
the Company.



     2. Depositary Fees. The Company shall pay the issuance fee of up to
US$0.05 per Conversion Restricted ADS or freely transferable ADS issued upon
the conversion of Notes by the Converting Noteholders promptly upon receipt of
an invoice therefor from the Depositary.



     3. Company Assistance. The Company agrees to (i) provide commercially
reasonable assistance to the Depositary upon the request of the Depositary in
the establishment of the procedures contemplated herein to enable the
acceptance of the deposit by the Company of the Conversion Restricted Shares or
Shares, as the case may be, the issuance of Conversion Restricted ADSs to the
applicable Converting Noteholders for delivery in the form of



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Conversion Restricted ADRs, the transfer of the Conversion Restricted ADRs
(and the Conversion Restricted ADSs represented thereby), the cancellation of
Conversion Restricted ADSs and the withdrawal of the Conversion Restricted
Shares, and the conversion of Conversion Restricted ADRs (and the Conversion
Restricted ADSs represented thereby) into freely transferable ADRs (and the
freely transferable ADSs represented thereby), and (ii) take all commercially
reasonable steps requested by the Depositary to ensure that the acceptance of
the deposit of the Conversion Restricted Shares or Shares, the issuance of
Conversion Restricted ADSs or freely transferable ADSs, the issuance and
delivery of the Conversion Restricted ADRs or freely transferable ADRs, the
transfer of Conversion Restricted ADRs (and the Conversion Restricted ADSs
represented thereby) or freely transferable ADRs (and the freely transferable
ADSs represented thereby), the cancellation of Conversion Restricted ADSs or
freely transferable ADSs and the withdrawal of Conversion Restricted Shares or
Shares and the conversion of Conversion Restricted ADRs (and the Conversion
Restricted ADSs represented thereby) into freely transferable ADRs (and the
freely transferable ADSs represented thereby), in each case upon the terms and
conditions set forth herein, do not prejudice any substantial existing rights
of Holders and Beneficial Owners of ADSs and do not violate the provisions of
the Securities Act or any other applicable laws.



     In furtherance of the foregoing, the Company (i) confirms (after
consultation with its U.S. counsel) that, assuming the receipt of a fully and
properly completed 2001 Note Conversion Notice or 2003 Note Conversion Notice,
as the case may be, and assuming the certifications contained therein are true,
the deposit of Conversion Restricted Shares or Shares, as the case may be, by
the Company, the issuance of Conversion Restricted ADSs or freely transferable
ADSs in respect thereof and the delivery of such Conversion Restricted ADSs
(for delivery in the form of Conversion Restricted ADRs) or freely transferable
ADSs to the applicable Converting Noteholders does not violate the registration
requirements of the Securities Act, (ii) confirms (after consultation with its
U.S. counsel) that, as a result of the Guarantee and upon the effective date of
the Second Supplemental Indenture, the exception provided under Section 3(a)(9)
of the Securities Act will be available for the issuance of Shares and ADSs
upon the conversion of the 2003 Notes, (iii) represents that (a) this Letter
Agreement has been duly executed and delivered by a duly authorized officer of
the Company and constitutes the legal, valid, binding and enforceable
obligation of the Company, (b) this Letter Agreement and the performance of all
transactions contemplated hereby have been duly authorized by all necessary
corporate action and will not result in a breach of, or constitute a default
under, the articles of association or memorandum of association of the Company
or, except as would not have a material adverse effect, any agreement or
instrument to which it is a party or is bound, and do not and will not result
in a violation of any law, rule or regulation, or any judgement, order, decree,
determination or award of any court or governmental authority, which is now in
effect and applicable to the Company, except as would not have a material
adverse effect, and (c) except as would not have a material adverse effect, it
has obtained, prior to the date hereof, all requisite approvals from all
applicable regulatory authorities.



     The Company confirms that there have been no
conversions of 2003 Notes from the date of execution of the Restricted ADS Side
Letter until the date hereof.



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     4. Limitations on Issuance of ADSs. The Company hereby instructs the
Depositary, and the Depositary agrees, upon the terms and subject to the
conditions set forth in this Letter Agreement, and notwithstanding the terms of
the Deposit Agreement, to issue and deliver to the applicable Converting
Noteholder the Conversion Restricted ADSs (in the form of Conversion Restricted
ADRs) or freely transferable ADSs, as the case may be, issued in respect of the
Conversion Restricted Shares or Shares, respectively, deposited by the Company
upon satisfaction by the applicable Converting Noteholder of the conditions set
forth in the applicable Indenture, only upon receipt from the Company (or any
of its designated agents) of a deposit of the applicable number of Conversion
Restricted Shares or Shares, as the case may be.



     The Company hereby confirms and agrees that (i) it will not deposit any
Shares upon conversion of any 2001 Note or any 2003 Note, as the case may be,
unless the issuance of the 2001 Conversion Restricted ADSs, the 2003 Conversion
Restricted ADSs or freely transferable ADSs, as applicable, to the relevant
Converting Noteholder is a transaction exempt from the registration
requirements of Section 5 of the Securities Act, and (ii) it will not deposit
any Shares upon conversion of the 2003 Notes in the event any of such Notes are
converted in connection with a request for conversion (a) and immediate sale of
the applicable Conversion Restricted ADSs pursuant to a Resale Registration
Statement, or (b) of a 2003 Note that was acquired in a sale pursuant to a
Resale Registration Statement, unless and until such Resale Registration
Statement has been filed and declared effective and will not honor any such
request for conversion if (x) the applicable Resale Registration Statement is
subject to a stop order, or (y) the Resale Registration Statement no longer
satisfies the requirements of the Securities Act.



     The 2001 Conversion Restricted ADSs issued upon the deposit of 2001
Conversion Restricted Shares shall be separately identified on the books of the
Depositary under CUSIP #8S227G102, shall be issued only upon conversion of the
2001 Notes (CUSIP #169657AA1) and the 2001 Conversion Restricted Shares shall
be held separate and distinct by the Custodian from the other Deposited
Securities held by the Custodian in respect of the ADSs issued under the
Deposit Agreement that are not 2001 Conversion Restricted ADSs. The 2003
Conversion Restricted ADSs issued upon the deposit of 2003 Conversion
Restricted Shares shall be separately identified on the books of the Depositary
under CUSIP #85227G888, shall be issued only upon conversion of the 2003 Notes
(CUSIP # 169657AC7 or 169657AD5) and the 2003 Conversion Restricted Shares
shall be held separate and distinct by the Custodian from the other Deposited
Securities held by the Custodian in respect of the ADSs issued under the
Deposit Agreement that are not 2003 Conversion Restricted ADSs.



     5. Stop Transfer Notation and Legend. The books of the Depositary shall
identify the Conversion Restricted ADSs as “restricted” and shall contain a
“stop transfer” notation to that effect. The Conversion Restricted ADRs
evidencing Conversion Restricted ADSs shall contain the following legend:





	 	 	“THIS RESTRICTED AMERICAN DEPOSITARY RECEIPT (“RESTRICTED ADR”),
THE RESTRICTED AMERICAN DEPOSITARY SHARES (“RESTRICTED ADSs”)
EVIDENCED THEREBY AND THE UNDERLYING RESTRICTED SHARES (“RESTRICTED
SHARES”) OF THE COMPANY ARE SUBJECT TO THE TERMS OF THE LETTER
AGREEMENT, DATED AS OF OCTOBER 13, 2004 (THE “LETTER AGREEMENT”)
AND THE





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	 	 	DEPOSIT AGREEMENT, DATED AS OF FEBRUARY 8, 2000 (AS MAY BE AMENDED
OR SUPPLEMENTED FROM TIME TO TIME, THE “DEPOSIT AGREEMENT”). ALL
TERMS USED BUT NOT OTHERWISE DEFINED HEREIN SHALL, UNLESS OTHERWISE
SPECIFICALLY DESIGNATED HEREIN, HAVE THE MEANING GIVEN TO SUCH
TERMS IN THE DEPOSIT AGREEMENT.







	 	 	HOLDERS AND BENEFICIAL OWNERS OF THE RESTRICTED ADSs EVIDENCED BY
THIS RESTRICTED ADR BY ACCEPTING AND HOLDING THE RESTRICTED ADSs
SHALL BE BOUND BY THE TERMS OF THE DEPOSIT AGREEMENT AND THE LETTER
AGREEMENT. THIS RESTRICTED ADR, THE RESTRICTED ADSs EVIDENCED
THEREBY AND THE RESTRICTED SHARES REPRESENTED THEREBY HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT TO A
PERSON THAT IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT), (2) IN AN OFFSHORE TRANSACTION
MEETING THE REQUIREMENTS OF REGULATION S UNDER THE SECURITIES ACT
TO A PERSON OTHER THAN A U.S. PERSON (AS DEFINED IN 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, IN EACH CASE IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND
OTHER JURISDICTIONS. PRIOR TO THE WITHDRAWAL OF THE RESTRICTED
SHARES, A HOLDER OF RESTRICTED ADSs WILL BE REQUIRED TO PROVIDE TO
THE DEPOSITARY AND TO THE COMPANY A WITHDRAWAL CERTIFICATION IN THE
FORM ATTACHED TO THE LETTER AGREEMENT. THE TRANSFER AND OTHER
RESTRICTIONS SET FORTH HEREIN AND IN THE LETTER AGREEMENT SHALL
REMAIN APPLICABLE WITH RESPECT TO THESE SECURITIES UNTIL SUCH TIME
AS THE PROCEDURES SET FORTH IN THE LETTER AGREEMENT FOR REMOVAL OF
RESTRICTIONS ARE SATISFIED. NOTWITHSTANDING ANYTHING TO THE
CONTRARY IN THE FOREGOING, THE UNDERLYING SHARES MAY NOT BE
DEPOSITED INTO ANY DEPOSITARY RECEIPT FACILITY ESTABLISHED OR
MAINTAINED BY A DEPOSITARY BANK OTHER THAN A RESTRICTED DEPOSITARY
RECEIPT FACILITY, UNLESS AND UNTIL SUCH TIME AS SUCH SHARES ARE NO
LONGER RESTRICTED SECURITIES (AS DEFINED IN THE DEPOSIT AGREEMENT).
NEITHER THE COMPANY NOR THE DEPOSITARY MAKES ANY REPRESENTATION AS
TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT FOR RESALE OF THE RESTRICTED SHARES OR THE
RESTRICTED AMERICAN DEPOSITARY SHARES. A COPY OF THE





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	 	 	DEPOSIT AGREEMENT AND OF THE LETTER AGREEMENT MAY BE OBTAINED FROM
THE DEPOSITARY OR THE COMPANY UPON REQUEST.”





     6. Limitations on Transfer of Conversion Restricted ADSs. The Conversion
Restricted ADRs, and the Conversion Restricted ADSs evidenced thereby, shall be
transferable only by the holder thereof upon delivery by such transferring
holder to the Depositary of (i) all applicable documentation otherwise
contemplated by the Deposit Agreement, and (ii) such other documents as may
reasonably be requested by the Depositary under the terms hereof (including,
without limitation, an opinion of U.S. counsel to such transferring holder as
to the terms of the legend set forth in Section (C)(5) above).



     7. Limitations On Cancellation of Conversion Restricted ADSs. The Company
instructs the Depositary, and the Depositary agrees, not to release any
Conversion Restricted Shares nor cancel any Conversion Restricted ADSs upon
presentation to it of a Conversion Restricted ADR for the purpose of
withdrawing the underlying Conversion Restricted Shares unless (x) all of the
conditions applicable to the withdrawal of Shares from the depositary receipts
facility created pursuant to the terms of the Deposit Agreement have been
satisfied (except for any conditions relating to the Shares not being
Restricted Securities), and (y) the Depositary shall have received from the
person requesting the withdrawal of the Conversion Restricted Shares a duly
completed and signed 2001 Conversion Withdrawal Certification (in the case of a
cancellation of 2001 Conversion Restricted ADSs) or 2003 Conversion Withdrawal
Certification (in the case of a cancellation of 2003 Conversion Restricted
ADSs).



     8. Limitations On Exchange of Conversion Restricted ADSs. The Company
instructs the Depositary, and the Depositary agrees, to cancel Conversion
Restricted ADRs and the Conversion Restricted ADSs evidenced thereby and to
issue and deliver freely transferable ADSs in respect thereof upon receipt of
(i) the Conversion Restricted ADRs (duly endorsed and accompanied by the
requisite signature guarantees, if so required under the terms of the Deposit
Agreement), (ii) a duly completed and signed Resale Certification,
substantially in the form attached hereto as Exhibit E-1, in the case of holders of 2001
Conversion Restricted ADSs, or Exhibit E-2, in the case of holders of 2003 Conversion Restricted
ADSs (each, as applicable, a “Resale
Certification”), and (iii) any other documents as may reasonably be requested
by the Depositary under the terms of the Deposit Agreement and this Letter
Agreement.



     9. Fungibility. Except as contemplated in this Letter Agreement and
except as required by applicable law, the Conversion Restricted ADRs and the
Conversion Restricted ADSs evidenced thereby shall, to the maximum extent
permitted by law and to the maximum extent practicable, be treated as ADRs and
ADSs issued and outstanding under the terms of the Deposit Agreement that are
not Conversion Restricted ADRs and Conversion Restricted ADSs, respectively.
Nothing contained herein shall obligate the Depositary to treat holders of
Conversion Restricted ADRs on terms more favorable than those accorded to
holders of ADRs under the Deposit Agreement.



     10. Representations and Warranties. The Company hereby represents and
warrants that (a) the Conversion Restricted Shares and the Shares, as the case
may be, being deposited are duly authorized, validly issued, fully paid and
non-assessable, and all preemptive



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(and similar) rights, if any, with respect to the Conversion Restricted
Shares and Shares have been validly waived or exercised, (b) the Conversion
Restricted Shares and the Shares are free and clear of any lien, encumbrance,
security interest, charge, mortgage or adverse claim, (c) the Conversion
Restricted Shares and the Shares are of the same class and rank fully pari
passu in all regards, including with regard to trading and settlement, with
respect to the other Shares on deposit under the Deposit Agreement, and (d) the
Shares being deposited and the ADSs issuable upon such deposit are not
“Restricted Securities” within the meaning given to such term in the Deposit
Agreement. Such representations and warranties shall survive the deposit and
withdrawal of the Conversion Restricted Shares or the Shares, as the case may
be, the issuance, cancellation and transfer of Conversion Restricted ADSs or
freely transferable ADSs, as the case may be, and the issuance, delivery,
cancellation and transfer of Conversion Restricted ADRs or freely transferable
ADRs, as the case may by.



     11. Indemnity. Each of the Company and the Depositary acknowledges and
agrees that the indemnification and other provisions of Section 5.8 of the
Deposit Agreement shall apply to the acceptance of Conversion Restricted Shares
and the Shares for deposit, the issuance of Conversion Restricted ADSs and
freely transferable ADSs, the issuance and delivery of Conversion Restricted
ADRs and freely transferable ADRs, the transfer of Conversion Restricted ADRs
(and the Conversion Restricted ADSs evidenced thereby) and freely transferable
ADRs (and the freely transferable ADSs evidenced thereby), the exchange of
Conversion Restricted ADRs (and the Conversion Restricted ADSs evidenced
thereby) for freely transferable ADSs, the removal of the transfer and other
restrictions with respect to the Conversion Restricted ADRs (and the Conversion
Restricted ADSs evidenced thereby) in order to create freely transferable ADRs
(and ADSs evidenced thereby), and the cancellation of Conversion Restricted
ADSs or freely transferable ADSs and the withdrawal of Conversion Restricted
Shares or Shares, in each case upon the terms set forth herein, as well as to
any other acts performed or omitted by the Depositary and the Company, as
contemplated by this Letter Agreement.



     12. No Third Party Beneficiaries. This Letter Agreement is for the
exclusive benefit of the parties hereto (and their successors) and shall not be
deemed to give any legal or equitable right, remedy or claim whatsoever to any
other person or entity, except to the extent specifically set forth herein or
in the Deposit Agreement.



     13. Governing Law. This Letter Agreement shall be interpreted under, and
all the rights and obligations hereunder shall be governed by, the laws of the
State of New York, without regard to the principle of conflicts of law thereof.



10









 





	 	 	 
	EXHIBITS
	 	 
	A

	 	2001 Note Conversion Notice
	B

	 	2001 Conversion Withdrawal Certification
	C

	 	2003 Note Conversion Notice
	D

	 	2003 Conversion Withdrawal Certification
	E-1

	 	2001 Resale Certification
	E-2

	 	2003 Resale Certification







[Signature page follows.]




11









 








     The Company and the Depositary have caused this Letter Agreement to be
executed and delivered on their behalf by their respective officers thereunto
duly authorized as of the date set forth above.


	 	 	 	 	 
	 	STATS CHIPPAC LTD.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




Agreed to as of the date set forth above:



CITIBANK, N.A.,
    as Depositary


	 	 	 	 	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





12










 





EXHIBIT A

to

Letter Agreement, dated as of October 13, 2004

(the “Letter Agreement”), by and between




STATS CHIPPAC LTD.

and

CITIBANK, N.A.




_____________________




2001 NOTE CONVERSION NOTICE




_____________________





A-1









 








CHIPPAC, INC. (the “Company”)

US$50,000,000

8% Convertible Subordinated Notes due 2011

(CUSIP No. 169657AA1)




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 item 1. below.
	 
	1.	 	Check here       and complete the grid below if you are requesting conversion
of your Securities into Restricted ADSs:





	 	 	 
	Deliver Restricted ADR (CUSIP No.
	 	 
	8S227G102) 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.




A-2









 









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 13, 2004, by and between Parent and Citibank, N.A., as ADS Depositary,
which sets forth the restrictions applicable to the Restricted ADSs.








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.




A-3









 







	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.




A-4









 








	 	 	 	 	 
	 	 	For Conversion Agent’s use only:
	 
	 	 	 	 
	1.

	 	(A)
	 	Securities conversion identification reference: ChipPAC, Inc. 8.00%
Convertible Subordinated Notes due 2011 (CUSIP 169657AA1)
	

	 	(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.







A-5









 






EXHIBIT B

to

Letter Agreement, dated as of October 13, 2004

(the “Letter Agreement”), by and between




STATS CHIPPAC LTD.

and

CITIBANK, N.A.




_____________________




2001 CONVERSION RESTRICTED SHARES WITHDRAWAL CERTIFICATION




_____________________




                                                         ,                    



[By Hand:



Citibank Agency & Trust Department

111 Wall Street

15th Floor/Zone 8

New York, NY 10043

Attn: Margie Beckman]



[By Mail:



Citibank Agency & Trust Department

111 Wall Street

15th Floor/Zone 8

New York, NY

10043 (for register, regular mail)

10005 (for over-night mail)

Attn: Margie Beckman]





	 	 	 	Re: STATS ChipPAC Ltd. (CUSIP #8S227G102)




Dear Sirs:




     Reference is hereby made to (i) the Deposit Agreement, dated as of
February 8, 2000 (the “Deposit Agreement”), by and among STATS ChipPAC Ltd.
(f/k/a ST Assembly Test Services Ltd.), a company incorporated under the laws
of the Republic of Singapore (the “Company”), Citibank, N.A., as Depositary
(the “Depositary”), and the Holders and Beneficial Owners of American
Depositary Shares (the “ADSs”) evidenced by American Depositary



B-1









 







Receipts issued thereunder, and (ii) the Letter Agreement, dated as of
October 13, 2004 (the “Letter Agreement”), by and between the Company and the
Depositary. Capitalized terms used but not defined herein shall have the
meanings given to them in the Deposit Agreement, or, in the event so noted
herein, in the Letter Agreement.



     This Withdrawal Certification is being furnished in connection with the
withdrawal of 2001 Conversion Restricted Shares (as defined in the Letter
Agreement) upon surrender of 2001 Conversion Restricted ADSs (as defined in the
Letter Agreement) to the Depositary, and for such purpose we certify that we
are the beneficial owner of the 2001 Conversion Restricted ADSs surrendered
herewith and acknowledge and certify as follows:





	 	(A)	 	We acknowledge that the 2001 Conversion
Restricted ADSs and the 2001 Conversion Restricted Shares
represented thereby have not been registered under the
Securities Act.
	 
	 	(B)	 	We certify that, at the time of signing and
delivery of this Withdrawal Certification, we are (i) not a
U.S. Person (within the meaning of Regulation S under the
Securities Act (“Regulation S”)), (ii) a “qualified
institutional buyer” (“QIB”) within the meaning of Rule 144A
under the Securities Act and acquired the 2001 Conversion
Restricted ADSs in a transaction meeting the requirements of
Rule 144A under the Securities Act, or (iii) an “accredited
investor” within the meaning of Regulation D under the
Securities Act, and in each case we acquired the 2001
Conversion Restricted ADSs surrendered herewith in a
transaction exempt from the registration requirements of the
Securities Act.
	 
	 	(C)	 	We certify that we will not offer, sell, pledge
or otherwise transfer the 2001 Conversion Restricted Shares
being withdrawn except (i) (a) 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, (b) in an offshore
transaction to a non-U.S. person made in accordance with
Regulation S, (c) pursuant to an effective registration
statement under the Securities Act, or (d) pursuant to an
exemption from registration under the Securities Act and (ii)
in accordance with any applicable securities laws of any state
of the United States and the applicable laws of any other
applicable jurisdiction.
	 
	 	(D)	 	We certify that, so long as the 2001 Conversion
Restricted Shares are “restricted securities” (within the
meaning given to such term in Rule 144 under the Securities
Act), we will not deposit, or cause to be deposited, such 2001
Conversion Restricted Shares being withdrawn into any
depositary receipts facility established or maintained by a
depositary bank other than a restricted facility established
and maintained for such purpose.




B-2









 












	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 
	 	 	
 
	 	 	[NAME OF CERTIFYING ENTITY]
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	 	 	Name:
	

	 	 	 	Title:








B-3










 





EXHIBIT C

to

Letter Agreement, dated as of October 13, 2004

(the “Letter Agreement”), by and between




STATS CHIPPAC LTD.

and

CITIBANK, N.A.




_____________________




2003 NOTE CONVERSION NOTICE




_____________________




C-1









 








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:



     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 continues
to be effective at the time of transfer), and (ii) certify that the prospectus
delivery


C-2









 






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       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




C-3









 










	3.	 	Check here       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 13, 2004, by and between Parent and Citibank, N.A., as ADS Depositary,
which sets forth the restrictions applicable to the Restricted ADSs.


C-4









 







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.




C-5









 








     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.





C-6










 





EXHIBIT D

to

Letter Agreement, dated as of October 13, 2004

(the “Letter Agreement”), by and between




STATS CHIPPAC LTD.

and

CITIBANK, N.A.




_____________________




2003 CONVERSION RESTRICTED SHARES WITHDRAWAL CERTIFICATION




_____________________




                                                         ,                    



[By Hand:



Citibank Agency & Trust Department

111 Wall Street

15th Floor/Zone 8

New York, NY 10043

Attn: Margie Beckman]



[By Mail:



Citibank Agency & Trust Department

111 Wall Street

15th Floor/Zone 8

New York, NY

10043 (for register, regular mail)

10005 (for over-night mail)

Attn: Margie Beckman]





	 	 	 	Re: STATS ChipPAC Ltd. (CUSIP #85227G888)




Dear Sirs:




          Reference is hereby made to (i) the Deposit Agreement, dated as of
February 8, 2000 (the “Deposit Agreement”), by and among STATS ChipPAC Ltd.
(f/k/a ST Assembly Test Services Ltd), a company incorporated under the laws of
the Republic of Singapore (the “Company”), Citibank, N.A., as Depositary (the
“Depositary”), and the Holders and Beneficial Owners of American Depositary
Shares (the “ADSs”) evidenced by American Depositary Receipts issued
thereunder, and (ii) the Letter Agreement, dated as of October 13, 2004 (the
“Letter Agreement”), by and between the Company and the Depositary.
Capitalized terms used



D-1









 







but not defined herein shall have the meanings given to them in the
Deposit Agreement, or, in the event so noted herein, in the Letter Agreement.



          This Withdrawal Certification is being furnished in connection with the
withdrawal of 2003 Conversion Restricted Shares (as defined in the Letter
Agreement) upon surrender of 2003 Conversion Restricted ADSs (as defined in the
Letter Agreement) to the Depositary, and for such purpose we certify that we
are the beneficial owner of the 2003 Conversion Restricted ADSs surrendered
herewith and acknowledge and certify as follows:





	 	(A)	 	We acknowledge that the 2003 Conversion
Restricted ADSs and the 2003 Conversion Restricted Shares
represented thereby have not been registered under the
Securities Act.
	 
	 	(B)	 	We certify that, at the time of signing and
delivery of this Withdrawal Certification, we are (i) not a
U.S. Person (within the meaning of Regulation S under the
Securities Act (“Regulation S”)), (ii) a “qualified
institutional buyer” (“QIB”) within the meaning of Rule 144A
under the Securities Act and acquired the 2003 Conversion
Restricted ADSs in a transaction meeting the requirements of
Rule 144A under the Securities Act, or (iii) an “accredited
investor” within the meaning of Regulation D under the
Securities Act, and in each case we acquired the 2003
Conversion Restricted ADSs surrendered herewith in a
transaction exempt from the registration requirements of the
Securities Act.
	 
	 	(C)	 	We certify that we will not offer, sell, pledge
or otherwise transfer the 2003 Conversion Restricted Shares
being withdrawn except (i) (a) 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, (b) in an offshore
transaction to a non-U.S. person made in accordance with
Regulation S, (c) pursuant to an effective registration
statement under the Securities Act, or (d) pursuant to an
exemption from registration under the Securities Act and (ii)
in accordance with any applicable securities laws of any state
of the United States and the applicable laws of any other
jurisdiction
	 
	 	(D)	 	We certify that, so long as the 2003 Conversion
Restricted Shares are “restricted securities” (within the
meaning given to such term in Rule 144 under the Securities
Act), we will not deposit, or cause to be deposited, such 2003
Conversion Restricted Shares being withdrawn into any
depositary receipts facility established or maintained by a
depositary bank other than a restricted facility established
and maintained for such purpose.





	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 
	 	 	
 
	 	 	[NAME OF CERTIFYING ENTITY]
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	 	 	Name:
	

	 	 	 	Title:







D-2









 






EXHIBIT E-1

to

Letter Agreement, dated as of October 13, 2004

(the “Letter Agreement”), by and between

STATS CHIPPAC LTD.

and

CITIBANK, N.A.




_____________________




Resale Certification




______________________




                                                         ,                    



[By Hand:



Citibank, N.A.

c/o Securities Transfer & Reporting Services

100 William Street

3rd Floor

New York, New York 10038]



[By Mail:



Citibank Shareholder Services

c/o Equiserve

250 Royal Street

Canton, MA 02021]





	 	 	 	Re: STATS ChipPAC Ltd. (CUSIP #8S227G102)





     Dear Sirs:



          Reference is hereby made to (i) the Deposit Agreement, dated as of
February 8, 2000 (the “Deposit Agreement”), by and among STATS ChipPAC Ltd.
(f/k/a ST Assembly Test Services Ltd), a company incorporated under the laws of
the Republic of Singapore (the “Company”), Citibank, N.A., as Depositary (the
“Depositary”), and the Holders and Beneficial Owners of American Depositary
Shares (the “ADSs”) evidenced by American Depositary Receipts issued
thereunder, and (ii) the Letter Agreement, dated as of October 13, 2004 (the
“Letter Agreement”), by and between the Company and the Depositary.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Deposit Agreement, or, in the event so noted herein, in the Letter
Agreement.



E-1-1









 






          This Resale Certification is being provided in connection with our request
to the Depositary to transfer the 2001 Conversion Restricted ADSs (CUSIP # 8S227G102) enclosed herewith in the form
of freely transferable ADSs to the person specified below (the “Purchaser”) in
connection with our sale of such ADSs to the Purchaser in a transaction covered
by the Registration Statement on Form    (Reg. No.    ) (such registration
statement as amended and supplemented from time to time, the “Registration
Statement” and the prospectus contained therein, as amended and supplemented
from time to time, the “Prospectus”) which has been declared effective and
continues to be effective as of this date.



          We hereby certify that the Prospectus delivery requirements, if any, of
the Securities Act of 1933, as amended, have been satisfied with respect to the
transfer described herein, and that the undersigned beneficial owner of the
ADSs is named as a selling securityholder in the Prospectus, and that the
number of ADSs being transferred does not exceed the number listed in the
Prospectus.



     Please deliver the 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:
	 	 
	 

	 	

	 
	 	 
	Email of contact person at DTC
Participant:
	 	 
	 

	 	

	 
	 	 







E-1-2









 






	 	 	 	 	 
	 	 	[NAME OF CERTIFYING PARTY/

BENEFICIAL OWNER]
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	 	 	Name:
	

	 	 	 	Title








E-3










 






EXHIBIT E-2

to

Letter Agreement, dated as of October 13, 2004

(the “Letter Agreement”), by and between

STATS CHIPPAC LTD.

and

CITIBANK, N.A.




_____________________




Resale Certification




______________________




                                                         ,                    



[By Hand:



Citibank, N.A.

c/o Securities Transfer & Reporting Services

100 William Street

3rd Floor

New York, New York 10038]



[By Mail:



Citibank Shareholder Services

c/o Equiserve

250 Royal Street

Canton, MA 02021]





	 	 	 	Re: STATS ChipPAC Ltd. (CUSIP #85227G888)





     Dear Sirs:



          Reference is hereby made to (i) the Deposit Agreement, dated as of
February 8, 2000 (the “Deposit Agreement”), by and among STATS ChipPAC Ltd.
(f/k/a ST Assembly Test Services Ltd), a company incorporated under the laws of
the Republic of Singapore (the “Company”), Citibank, N.A., as Depositary (the
“Depositary”), and the Holders and Beneficial Owners of American Depositary
Shares (the “ADSs”) evidenced by American Depositary Receipts issued
thereunder, and (ii) the Letter Agreement, dated as of October 13, 2004 (the
“Letter Agreement”), by and between the Company and the Depositary.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Deposit Agreement, or, in the event so noted herein, in the Letter
Agreement.



Exh. E-2-1









 





     This Resale Certification is being provided in connection with our request
to the Depositary to transfer the 2003 Conversion Restricted ADSs (CUSIP #
85227G888) enclosed herewith in the form of freely transferable ADSs to the
person specified below (the “Purchaser”) in connection with our sale of such
ADSs to the Purchaser in a transaction covered by the Registration Statement on
Form    (Reg. No.    ) (such registration statement as amended and
supplemented from time to time, the “Registration Statement” and the prospectus
contained therein, as amended and supplemented from time to time, the
“Prospectus”) which has been declared effective and continues to be effective
as of this date.



     We hereby certify that the Prospectus delivery requirements, if any, of
the Securities Act of 1933, as amended, have been satisfied with respect to the
transfer described herein, and that the undersigned beneficial owner of the
ADSs is named as a selling securityholder in the Prospectus, and that the
number of ADSs being transferred does not exceed the number listed in the
Prospectus.


     Please deliver the 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:
	 	 
	 

	 	

	 
	 	 
	Email of contact person at DTC
Participant:
	 	 
	 

	 	

	 
	 	 






	 	 	 	 	 
	 	


[NAME OF CERTIFYING PARTY/

BENEFICIAL OWNER]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title 	 
	 




Exh. E-2-2