EXHIBIT 4.43
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SUBSIDIARY GUARANTEE AGREEMENT
with respect to the
6 3/4% SENIOR NOTES DUE 2011
of
STATS CHIPPAC LTD.
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Dated as of November 18, 2004
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GUARANTORS
STATS CHIPPAC, INC.
STATS HOLDINGS LIMITED
CHIPPAC, INC.
STATS CHIPPAC TEST SERVICES, INC.
STATS CHIPPAC (BARBADOS) LTD.
CHIPPAC INTERNATIONAL COMPANY LIMITED
STATS CHIPPAC (BVI) LIMITED
CHIPPAC LUXEMBOURG S.A.R.L.
CHIPPAC LIQUIDITY MANAGEMENT HUNGARY LIMITED LIABILITY COMPANY
STATS CHIPPAC KOREA LTD.
STATS CHIPPAC MALAYSIA SDN. BHD.
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SUBSIDIARY GUARANTEE AGREEMENT dated as of November 18, 2004 (this
"Agreement") made by STATS ChipPAC, Inc., a Delaware corporation, STATS Holdings
Limited, a corporation organized under the laws of the British Virgin Islands,
ChipPAC, Inc., a Delaware corporation, STATS ChipPAC Test Services, Inc., a
Delaware corporation, STATS ChipPAC (Barbados) Ltd., a corporation organized
under the laws of Barbados, ChipPAC International Company Limited, a corporation
organized under the laws of the British Virgin Islands, STATS ChipPAC (BVI)
Limited, a corporation organized under the laws of the British Virgin Islands,
ChipPAC Luxembourg S.a.R.L., a corporation organized under the laws of
Luxembourg, ChipPAC Liquidity Management Hungary Limited Liability Company, a
corporation organized under the laws of Hungary, STATS ChipPAC Korea Ltd., a
corporation organized under the laws of Korea, and STATS ChipPAC Malaysia Sdn.
Bhd., a corporation organized under the laws of Malaysia (each, a "Guarantor"
and collectively, the "Guarantors"), in favor of the Holders of the Notes (as
defined below) and the Trustee (as defined below).
Reference is made to the Indenture (as the same may be amended, restated,
supplemented or modified from time to time in accordance with its terms, the
"Indenture") dated as of the date hereof among STATS ChipPAC Ltd., a corporation
organized under the laws of the Republic of Singapore, as issuer (the
"Company"), and U.S. Bank National Association, as trustee (the "Trustee"),
providing for the issuance of 6 3/4% Senior Notes due 2011 of the Company (the
"Notes").
WHEREAS, the Company owns directly or indirectly all of the capital stock
of each of the Guarantors; and
WHEREAS, the Company agrees to cause the Guarantors to guarantee the Notes
pursuant to the terms of the Indenture and this Agreement;
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guarantors hereby agree with and for the equal and ratable benefit of the
Holders of the Notes and for the benefit of the Trustee as follows:
ARTICLE 1
DEFINITIONS
Section 1.01 Definitions. Capitalized terms used herein without definition shall
have the meanings assigned to them in the Indenture.
ARTICLE 2
NOTE GUARANTEES
Section 2.01 Guarantees.
(a) Subject to this Article 2, each of the Guarantors hereby, jointly and
severally, unconditionally guarantees to each Holder of a Note authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of the Indenture, this
Agreement, the Notes or the obligations of the Company thereunder, that:
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(1) the principal of, premium and Liquidated Damages, if any, and
interest on, the Notes will be promptly paid in full when due, whether at
maturity, by acceleration, redemption or otherwise, and interest on the
overdue principal of and interest on the Notes, if any, if lawful, and all
other obligations of the Company to the Holders or the Trustee hereunder
or thereunder will be promptly paid in full or performed, all in
accordance with the terms hereof and thereof; and
(2) in case of any extension of time of payment or renewal of any
Notes or any of such other obligations, that same will be promptly paid in
full when due or performed in accordance with the terms of the extension
or renewal, whether at stated maturity, by acceleration or otherwise.
Failing payment of any amount so guaranteed or any performance so
guaranteed when due, in each case, for whatever reason, the Guarantors will be
jointly and severally obligated to pay the same immediately. Each Guarantor
agrees that this is a guarantee of payment and not a guarantee of collection.
(b) The Guarantors hereby agree that their obligations hereunder are
unconditional, irrespective of the validity, regularity or enforceability of the
Notes, the Indenture or this Agreement, the absence of any action to enforce the
same, any waiver or consent by any Holder of the Notes with respect to any
provisions hereof or thereof, the recovery of any judgment against the Company,
any action to enforce the same or any other circumstance which might otherwise
constitute a legal or equitable discharge or defense of a guarantor. Each
Guarantor hereby waives diligence, presentment, demand of payment, filing of
claims with a court in the event of insolvency or bankruptcy of the Company, any
right to require a proceeding first against the Company, protest, notice and all
demands whatsoever and covenant that this Note Guarantee will not be discharged
except by complete performance of the obligations contained in the Notes, the
Indenture and this Agreement.
(c) If any Holder or the Trustee is required by any court or otherwise to
return to the Company, the Guarantors or any custodian, trustee, liquidator or
other similar official acting in relation to either the Company or the
Guarantors, any amount paid by either to the Trustee or such Holder, this Note
Guarantee, to the extent theretofore discharged, will be reinstated in full
force and effect.
(d) Each Guarantor agrees that it will not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each
Guarantor further agrees that, as between it, on the one hand, and the Holders
and the Trustee, on the other hand, (1) the maturity of the obligations
guaranteed hereby may be accelerated as provided in Article 6 of the Indenture
for the purposes of this Note Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (2) in the event of any declaration of acceleration of
such obligations as provided in Article 6 of the Indenture, such obligations
(whether or not due and payable) will forthwith become due and payable by the
Guarantors for the purpose of this Note Guarantee. Each Guarantor that makes a
payment under this Note Guarantee will have the right to seek contribution from
any non-paying Guarantor in an amount equal to such non-paying Guarantor's
pro-rata portion of such payment based on the
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respective net assets of all the Guarantors at the time of such payment
determined in accordance with GAAP so long as the exercise of such right does
not impair the rights of the Holders under this Note Guarantee.
Section 2.02 Limitation on Guarantor Liability.
Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Note Guarantee of
such Guarantor not constitute a fraudulent transfer or conveyance for purposes
of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law to the extent applicable to any
Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders
and the Guarantors hereby irrevocably agree that the obligations of such
Guarantor will be limited to the maximum amount that will, after giving effect
to such maximum amount and all other contingent and fixed liabilities of such
Guarantor that are relevant under such laws, and after giving effect to any
collections from, rights to receive contribution from or payments made by or on
behalf of any other Guarantor in respect of the obligations of such other
Guarantor under this Article 2, result in the obligations of such Guarantor
under its Note Guarantee not constituting a fraudulent transfer or conveyance.
Section 2.03 Execution and Delivery of Note Guarantee.
To evidence its Note Guarantee set forth in Section 2.01 hereof, each
Guarantor hereby agrees that a notation of such Note Guarantee substantially in
the form attached as Exhibit A to this Agreement will be endorsed by an Officer
of such Guarantor on each Note authenticated and delivered by the Trustee and
that this Agreement will be executed on behalf of such Guarantor by one of its
Officers.
Each Guarantor hereby agrees that its Note Guarantee set forth in Section
2.01 hereof will remain in full force and effect notwithstanding any failure to
endorse on each Note a notation of such Note Guarantee.
If an Officer whose signature is on this Agreement or on the Note
Guarantee no longer holds that office at the time the Trustee authenticates the
Note on which a Note Guarantee is endorsed, the Note Guarantee will be valid
nevertheless.
The delivery of any Note by the Trustee, after the authentication thereof
hereunder, will constitute due delivery of the Note Guarantee set forth in this
Agreement on behalf of the Guarantors.
In the event that the Company or any of its Restricted Subsidiaries forms
or otherwise acquires, directly or indirectly, any Restricted Subsidiary after
the date hereof, if required by Section 4.20 of the Indenture, the Company will
cause such Restricted Subsidiary to guarantee the Notes and to comply with the
provisions of Section 4.20 of the Indenture and this Article 2, to the extent
applicable.
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Section 2.04 Guarantors May Consolidate, etc., on Certain Terms.
Except as otherwise provided in Section 2.05 hereof, no Guarantor may
consolidate with or merge with or into, or convey, transfer or lease, in one
transaction or a series of transactions, all or substantially all of its assets
to any Person, unless:
(a) the resulting, surviving or transferee Person if not the Guarantor
shall be a Person organized and existing under the laws of the jurisdiction
under which the Guarantor was organized or under the laws of the United States
of America, or any State thereof or the District of Columbia, and the Person
shall expressly assume, by executing a supplemental indenture satisfactory to
the Trustee, all the obligations of the Guarantor under the Indenture, this
Agreement and the Registration Rights Agreement;
(b) immediately after giving effect to the transaction or transactions on
a pro forma basis, and treating any Indebtedness which becomes an obligation of
the resulting, surviving or transferee Person as a result of the transaction as
having been issued by the Person at the time of the transaction, no Default
shall have occurred and be continuing; and
(c) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that the consolidation,
merger or transfer and the supplemental indenture complies with the Indenture.
The provisions of clauses (a) and (b) above shall not apply to any one or
more transactions involving a Guarantor which constitute an Asset Sale if such
transactions are made in compliance with the applicable provisions of Section
4.10 of the Indenture.
In case of any such consolidation, merger, conveyance, transfer, lease, or
sale, and upon the assumption by the successor Person, by supplemental
indenture, executed and delivered to the Trustee and satisfactory in form to the
Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual
performance of all of the covenants and conditions of the Indenture and this
Agreement to be performed by the Guarantor, such successor Person will succeed
to and be substituted for the Guarantor with the same effect as if it had been
named herein as a Guarantor. Such successor Person thereupon may cause to be
signed any or all of the Note Guarantees to be endorsed upon all of the Notes
issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Trustee. All the Note Guarantees so issued will in all
respects have the same legal rank and benefit under the Indenture and this
Agreement as the Note Guarantees theretofore and thereafter issued in accordance
with the terms of the Indenture and this Agreement as though all of such Note
Guarantees had been issued at the date of the execution hereof.
Except as set forth in Articles 4 and 5 of the Indenture, and
notwithstanding clauses (a) and (c) of this section 2.04, nothing contained in
the Indenture, this Agreement or in any of the Notes will prevent any
consolidation or merger of a Guarantor with or into the Company or another
Guarantor, or will prevent any sale or conveyance of the property of a Guarantor
as an entirety or substantially as an entirety to the Company or another
Guarantor.
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Section 2.05 Releases.
The Note Guarantee of a Guarantor will be automatically released and such
Guarantor shall be deemed automatically released and relieved of any and all
obligations under its Note Guarantee without any further action required on the
part of the Trustee or any Holder:
(a) in connection with any sale or other disposition of all or
substantially all of the assets of that Guarantor (including by way of merger or
consolidation) to a Person that is not (either before or after giving effect to
such transaction) the Company or a Restricted Subsidiary of the Company, in each
case so long as such sale or other disposition is made in accordance with
Section 5.01 and Section 4.10 of the Indenture;
(b) in connection with any sale or other disposition of all of the Capital
Stock of that Guarantor to a Person that is not (either before or after giving
effect to such transaction) the Company or a Restricted Subsidiary of the
Company, in each case so long as such sale or disposition is made in accordance
with Section 5.01 and Section 4.10 of the Indenture
(c) if the Company designates any Restricted Subsidiary that is a
Guarantor to be an Unrestricted Subsidiary in accordance with the applicable
provisions of the Indenture; or
(d) upon legal defeasance or satisfaction and discharge of the Indenture
in accordance with Article 8 and Article 10 of the Indenture.
In the case of clauses (a) and (b) above, upon delivery by the Company to
the Trustee of an Officers' Certificate to the effect that such sale or other
disposition was made by the Company in accordance with the provisions of this
Indenture, including without limitation Section 4.10 and 5.01 thereof, the
Trustee will execute any documents reasonably required in order to evidence the
release of any Guarantor from its obligations under its Note Guarantee.
Any Guarantor not released from its obligations under its Note Guarantee
as provided in this Section 2.05 will remain liable for the full amount of
principal of and interest and premium and Liquidated Damages, if any, on the
Notes and for the other obligations of any Guarantor under the Indenture and as
provided in this Article 2.
Section 2.06 Withholding Taxes.
All payments of, or in respect of, principal of, premium and interest on,
the Notes under the Note Guarantees will be made by the Guarantors without
withholding or deduction for, or on account of, any present or future taxes,
duties, assessments or governmental charges of whatever nature imposed or levied
by or on behalf of Singapore or any other jurisdiction in which any Guarantor is
organized or resident for tax purposes or from or through which payment is made,
(including, in each case, any political subdivision thereof) (the "Relevant
Jurisdiction") or any authority thereof or therein having power to tax unless
these taxes, duties, assessments or governmental charges are required to be
withheld or deducted. In that event, such Guarantor agrees to pay such
additional amounts as will result (after deduction of such taxes, duties,
assessments or governmental charges and any additional taxes, duties,
assessments or governmental charges of the Relevant Jurisdiction) in the payment
to each Holder of a Note of the amounts that would have been payable in respect
of such Notes or under the Note Guarantees
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had no withholding or deduction been required (such amounts, "Additional
Amounts"), except that no Additional Amounts shall be payable for or on account
of:
(a) any tax, duty, assessment or other governmental charge that would not
have been imposed but for the fact that such Holder:
(1) has a present or former connection with the Relevant
Jurisdiction other than the mere ownership of, or receipt of payment
under, such Note or under the Note Guarantees; or
(2) presented such Note more than 30 days after the date on which
the payment in respect of such Note first became due and payable or
provided for, whichever is later, except to the extent that the Holder
would have been entitled to such Additional Amounts if it had presented
such Note for payment on any day within such period of 30 days;
(b) any estate, inheritance, gift, sale, transfer, personal property or
similar tax, assessment or other governmental charge;
(c) any tax, duty, assessment or other governmental charge which is
payable otherwise than by deduction or withholding from payment of interest or
principal on the Notes or under the Note Guarantees;
(d) any tax, duty, assessment or other governmental charge that is imposed
or withheld by reason of the failure to comply by the Holder or the Beneficial
Owner of a Note with a request by the Company or such Guarantor addressed to the
Holder (A) to provide information concerning the nationality, residence or
identity of the Holder or such Beneficial Owner or (B) to make any declaration
or other similar claim or satisfy any information or reporting requirement,
which, in the case of (A) and (B), is required or imposed by a statute, treaty,
regulation or administrative practice of the taxing jurisdiction as a
precondition to exemption from all or part of such tax, duty, assessment or
other governmental charge; or
(e) any combination of the items listed above;
nor shall Additional Amounts be paid with respect to any payment of the
principal of or premium or interest on any Note to any Holder who is a fiduciary
or partnership or other than the sole Beneficial Owner of the payment to the
extent that, if the Beneficial Owner had held the note directly, such Beneficial
Owner would not have been entitled to the Additional Amounts.
If any taxes are required to be deducted or withheld from payments
on the Notes under the Note Guarantees, such Guarantor shall promptly provide a
receipt of the payment of such taxes (or if such receipt is not available, any
other evidence of payment reasonably acceptable to the trustee).
Any reference herein to the payment of the principal of or interest
on any Note shall be deemed to include the payment of Additional Amounts
provided for in the Indenture and this Agreement to the extent that, in such
context, Additional Amounts are, were or would be payable under the Indenture.
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ARTICLE 3
MISCELLANEOUS
Section 3.01 Notices.
Any notice or communication by the Company, any Guarantor or the Trustee
to the others is duly given if in writing and delivered in Person or by first
class mail (registered or certified, return receipt requested), facsimile
transmission or overnight air courier guaranteeing next day delivery, to the
others' address (a) if to the Company and/or any Guarantor, at the Company's
address set forth in the Indenture and (b) if to the Trustee, to the Trustee's
address set forth in the Indenture.
All notices and communications (other than those sent to Holders) will be
deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and
the next Business Day after timely delivery to the courier, if sent by overnight
air courier guaranteeing next day delivery.
Any notice or communication to a Holder will be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication will also be so mailed to any
Person described in TIA Section 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it will
not affect its sufficiency with respect to other Holders.
If a notice or communication is mailed in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives it.
If the Company or a Guarantor mails a notice or communication to Holders,
it will mail a copy to the Trustee and each Agent at the same time.
Section 3.02 No Personal Liability of Directors, Officers, Employees and
Stockholders.
No past, present or future director, officer, employee, incorporator or
stockholder of any Guarantor, as such, will have any liability for any
obligations of the Guarantors under the Notes, the Indenture, this Agreement or
for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder of Notes by accepting a Note waives and releases all
such liability. The waiver and release are part of the consideration for
issuance of the Notes. The waiver may not be effective to waive liabilities
under the federal securities laws.
Section 3.03 Governing Law.
THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO
CONSTRUE THIS AGREEMENT AND THE NOTE GUARANTEE WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
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Section 3.04 No Adverse Interpretation of Other Agreements.
This Agreement may not be used to interpret any other indenture, loan,
guarantee or debt agreement of the Company or its Subsidiaries or of any other
Person. Any such indenture, loan or debt agreement may not be used to interpret
this Agreement.
Section 3.05 Successors.
All agreements of each Guarantor in this Agreement will bind its
successors, except as otherwise provided in Section 2.05 hereof. All agreements
of the Trustee in this Agreement will bind its successors.
Section 3.06 JURISDICTION.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH GUARANTOR
IRREVOCABLY AGREES THAT ANY LEGAL SUIT, ACTION OR PROCEEDING BROUGHT BY ANY
HOLDER OR BY ANY PERSON WHO CONTROLS SUCH HOLDER or the trustee on behalf of
such holder ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY MAY BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE
BOROUGH OF MANHATTAN, THE CITY OF NEW YORK, NEW YORK, AND IRREVOCABLY WAIVES ANY
OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY
SUCH SUIT, ACTION OR PROCEEDING AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT
IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM, AND IRREVOCABLY
SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT,
ACTION OR PROCEEDING.
Section 3.07 Waiver of Immunity.
To the extent that each Guarantor has or hereafter may acquire any
immunity (sovereign or otherwise) from any legal action, suit or proceeding,
from jurisdiction of any court or from set-off or any legal process (whether
service or notice, attachment in aid or otherwise) with respect to itself or any
of its property, each Guarantor hereby irrevocably waives and agrees not to
plead or claim such immunity in respect of its obligations under this Agreement.
Section 3.08 Process Agent.
Each Guarantor has appointed CT Corporation System (the "PROCESS AGENT"),
as its agent to receive on its behalf service of copies of the summons and
complaints and any other process which may be served in any suit, action or
proceeding arising out of or relating to this Agreement or the transactions
contemplated hereby brought in such New York State or federal court sitting in
The City of New York. Each Guarantor further agrees to take any and all action
as may be necessary to maintain such designation and appointment of such agent
in full force and effect for a period of five years from the date of this
Agreement. Such service may be made by delivering a copy of such process to any
Guarantor in care of the Process Agent at the address for the Process Agent and
obtaining a receipt therefor, and each Guarantor hereby irrevocably authorizes
and directs such Process Agent to accept such service on its behalf. Each
Guarantor
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represents and warrants that the Process Agent has agreed to act as said agent
for service of process, and agrees that service of process in such manner upon
the Process Agent shall be deemed, to the fullest extent permitted by applicable
law, in every respect effective service of process upon each Guarantor in any
such suit, action or proceeding.
Section 3.09 Severability.
In case any provision in this Agreement is invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions will not in any way be affected or impaired thereby.
Section 3.10 Currency Indemnity.
The U.S. dollar is the sole currency of account and payment for all sums
payable by the Guarantors in connection with the Notes. Any amount received or
recovered in a currency other than the U.S. dollar in respect of the Notes
(whether as a result of, or for the enforcement of, a judgment or order of a
court of any jurisdiction, in the winding-up or dissolution of a Guarantor or
otherwise) by the Trustee or any Holder in respect of any sum expressed to be
due to it from the Guarantors will constitute a discharge of the Guarantors only
to the extent of the U.S. dollar amount which the recipient is able to purchase
with the amount so received or recovered in that other currency on the date of
that receipt or recovery (or, if it is not possible to make that purchase on
that date, on the first date on which it is possible to do so). If that U.S.
dollar amount is less than the U.S. dollar amount expressed to be due to the
recipient under any Note, the Guarantors will indemnify the recipient against
any loss sustained by it as a result. In any event the Guarantors will indemnify
the recipient against the cost of making any such purchase.
For the purposes of this Section 3.10, it will be sufficient for a Holder
or the Trustee to certify that it would have suffered a loss had an actual
purchase of U.S. dollars been made with the amount so received in that other
currency on the date of receipt or recovery (or, if a purchase of U.S. dollars
on such date had not been practicable, on the first date on which it would have
been practicable). These indemnities constitute a separate and independent
obligation from the other obligations of the Guarantors, will give rise to a
separate and independent cause of action, will apply irrespective of any waiver
granted by any Holder or the Trustee and will continue in full force and effect
despite any other judgment, order, claim or proof for a liquidated amount in
respect of any sum due under any Note or any other judgment or order.
Section 3.11 Currency Calculation.
Except as otherwise expressly set forth herein, for purposes of
determining compliance with any U.S. dollar-denominated restriction herein, the
U.S. dollar-equivalent amount for purposes hereof that is denominated in a
non-U.S. dollar currency shall be calculated based on the relevant currency
exchange rate in effect on the date such non-U.S. dollar amount is incurred or
made, as the case may be.
Section 3.12 Counterpart Originals.
The parties may sign any number of copies of this Agreement. Each signed
copy will be an original, but all of them together represent the same agreement.
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Section 3.13 Headings, etc.
The Headings of the Articles and Sections of this Agreement have been
inserted for convenience of reference only, are not to be considered a part of
this Agreement and will in no way modify or restrict any of the terms or
provisions hereof.
[Signatures on following pages]
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IN WITNESS WHEREOF, the parties hereto have duly executed this Subsidiary
Guarantee Agreement as of the date first above written.
GUARANTORS:
CHIPPAC, INC.
By /s/ Tan Lay Koon
--------------------------------------
Tan Lay Koon
President and Chief Executive Officer
STATS CHIPPAC, INC.
By /s/ Tan Lay Koon
--------------------------------------
Tan Lay Koon
Chief Executive Officer
STATS CHIPPAC TEST SERVICES, INC.
By /s/ Tan Lay Koon
--------------------------------------
Tan Lay Koon
President
STATS HOLDINGS LIMITED
By /s/ Tan Lay Koon
--------------------------------------
Tan Lay Koon
Chairman
STATS CHIPPAC (BARBADOS) LTD.
By /s/ Pearlyne Wang
--------------------------------------
Pearlyne Wang
President, Chief Executive Officer and
Chief Financial Officer
[Signature Page to Subsidiary Guarantee Agreement]
STATS CHIPPAC (BVI) LIMITED
By /s/ Pearlyne Wang
--------------------------------------
Pearlyne Wang
President, Chief Executive Officer and
Chief Financial Officer
STATS CHIPPAC MALAYSIA SDN. BHD.
By /s/ Lew Jin Aun
--------------------------------------
Lew Jin Aun
President
CHIPPAC INTERNATIONAL COMPANY LIMITED
By /s/ Pearlyne Wang
--------------------------------------
Pearlyne Wang
President, Chief Executive Officer and
Chief Financial Officer
CHIPPAC LUXEMBOURG S.A.R.L.
By /s/ Tan Lay Koon
--------------------------------------
Tan Lay Koon
Authorized Signatory
CHIPPAC LIQUIDITY MANAGEMENT HUNGARY
LIMITED LIABILITY COMPANY
By /s/ Michael G. Potter
--------------------------------------
Michael G. Potter
Managing Director
[Signature Page to Subsidiary Guarantee Agreement]
STATS CHIPPAC KOREA LTD.
By /s/ Sohn Byeong Kyuck
--------------------------------------
Sohn Byeong Kyuck
Representative Director
[Signature Page to Subsidiary Guarantee Agreement]
Trustee:
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Lori Anne Rosenberg
----------------------------------------
Name: Lori Anne Rosenberg
Title: Assistant Vice President
COMPANY:
STATS CHIPPAC LTD.
By /s/ Tan Lay Koon
--------------------------------------
Tan Lay Koon
President and Chief Executive Officer
[Signature Page to Subsidiary Guarantee Agreement]
EXHIBIT A
FORM OF NOTATION OF GUARANTEE
For value received, each Guarantor (which term includes any successor
Person under the Subsidiary Guarantee Agreement) has, jointly and severally,
unconditionally guaranteed, to the extent set forth in the Subsidiary Guarantee
Agreement and subject to the provisions in the Subsidiary Guarantee Agreement
dated as of November 18, 2004 (the "Agreement") among STATS ChipPAC, Ltd. (the
"Company"), the Guarantors party thereto and U.S. Bank National Association, as
trustee (the "Trustee"), (a) the due and punctual payment of the principal of,
premium and Liquidated Damages, if any, and interest on, the Notes, whether at
maturity, by acceleration, redemption or otherwise, the due and punctual payment
of interest on overdue principal of and interest on the Notes, if any, if
lawful, and the due and punctual performance of all other obligations of the
Company to the Holders or the Trustee all in accordance with the terms of the
Indenture and the Agreement (b) in case of any extension of time of payment or
renewal of any Notes or any of such other obligations, that the same will be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise.
The obligations of the Guarantors to the Holders of Notes and to the Trustee
pursuant to the Note Guarantee, the Indenture and the Agreement are expressly
set forth in Article 2 of the Agreement and reference is hereby made to the
Agreement for the precise terms of the Note Guarantee.
Capitalized terms used but not defined herein have the meanings given to
them in the Agreement.
[NAME OF GUARANTOR(S)]
By:_____________________________________
Name:
Title:
A-1