Common use of Conditions of the Obligations of the Purchaser Clause in Contracts

Conditions of the Obligations of the Purchaser. The obligations of the Purchaser to purchase and pay for the Securities on the Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company herein, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent: (a) The Purchaser shall have received an opinion, dated the Closing Date, of Kirkland & Ellis, counsel for the Company, in form and substance xxxxonaxxx xcceptable to the Purchaser and the Company. (b) The Company shall have furnished to the Purchaser the opinion of Patricia H. McCall, Senior Vice President Administration, General Xxxxxxx xxx Xecretary of the Company, dated the Closing Date, in form and substance reasonably acceptable to the Purchaser and the Company. (c) The Purchaser shall have received a certificate, dated such Closing Date, of the President or any Vice President and a principal financial or accounting officer of the Company in which such officers, to the best of their knowledge after reasonable investigation, shall state that (i) no event shall have occurred and be continuing or would result from the consummation of the transactions contemplated by this Agreement which would constitute a Default (as defined in the Indenture) or Event of Default (as defined in the Indenture) and (ii) that the Company has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date. (d) On or before the Closing Date, the Purchaser shall have received the following items, each of which shall be in form and substance satisfactory to the Purchaser and, unless otherwise noted, dated the Closing Date: (i) A certified copy of the charter of the Company, certified by the Secretary of the State of Delaware, together with a good standing certificate from the Secretary of State of Delaware, each to be dated a recent date prior to the Closing Date; (ii) A copy of the bylaws of the Company, such copy certified as of the Closing Date by the Secretary of the Company; (iii) Resolutions of the Company's Board of Directors and, if necessary, stockholders, approving and authorizing the execution, delivery and performance of the Registration Rights Agreement, the Indenture and this Agreement and any other documents, instruments and certificates required to be executed by each party thereto in connection therewith and approving and authorizing the execution, delivery and payment of the Securities, certified as of the Closing Date by the Secretary of the Company as being in full force and effect without modification or amendment; (iv) Signature and incumbency certificates of the officers of the Company executing the Registration Rights Agreement, the Indenture and this Agreement; and (v) Executed copies of this Agreement, the Securities, the Registration Rights Agreement (substantially in the form of the draft attached hereto as EXHIBIT A, with such changes as the parties may mutually agree) and the Indenture (in the form of the draft attached hereto as EXHIBIT B, with such changes as the parties may mutually agree). (e) The Company shall have performed in all material respects all agreements which this Agreement provides shall be performed on or before the Closing Date (except as otherwise consented to in writing by the Purchaser). (f) No event shall have occurred and be continuing or would result from the consummation of the transactions contemplated by this Agreement which would constitute a Default (as defined in the Indenture) or Event of Default (as defined in the Indenture). (g) No order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain the Purchaser from purchasing the Securities or consummating the transactions contemplated by this Agreement and the Registration Rights Agreement, and there shall not be existing, or to the knowledge of the Company threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Company or any of its subsidiaries which would reasonably be expected to result in such an order, judgement or decree. (h) No injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, this Agreement or the purchasing of the Securities. (i) The Purchaser shall have received payment in full for all expenses (including reasonable attorneys' fees) incurred in connection with the negotiation and execution of this Agreement, the Indenture, the Registration Rights Agreement and the Securities. (j) ChipPAC or its affiliate shall concurrently receive the proceeds from the sale of the 12 3/4% Notes pursuant to the 12 3/4% Notes Purchase Agreement. (k) The CSFB Credit Agreement shall have been amended prior to the Closing Date to the extent necessary to permit the sale of the 12 3/4% Notes pursuant to the 12 3/4% Notes Purchase Agreement to be effected without resulting in an Event of Default (as such term is defined under the CSFB Credit Agreement). (l) On the date of this Agreement, the Special Committee of the Board of Directors of the Company shall have received and shall furnish to the Purchaser an opinion of Houlihan, in form and substance reasonably satisfactory tx xxx Xurchaser, confirming the fairness from a financial point of view to the disinterested stockholders of the Company of the terms of the Debt Transactions, and that the terms of the Debt Transactions are no less favorable to the Company than those that could be obtained in arm's length dealings with a third party. The Purchaser may in its discretion waive compliance with any conditions to its obligations hereunder, whether in respect of the Closing Date or otherwise.

Conditions of the Obligations of the Purchaser. The obligations of the Purchaser to purchase and pay for the Securities on the Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company herein, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent: (a) The Purchaser shall have received an opinion, dated the Closing Date, of Kirkland Xxxxxxxx & EllisXxxxx, special counsel for the Company, in form Company and substance xxxxonaxxx xcceptable to the Purchaser and the Company. (b) The Company shall have furnished to the Purchaser the opinion of Patricia H. McCall, Senior Vice President Administration, General Xxxxxxx xxx Xecretary of the Company, dated the Closing DateChipPAC, in form and substance reasonably acceptable to the Purchaser and the Company. (b) The Purchaser shall have received an opinion, dated the Closing Date, of Xxxxxx Xxxxxxxx Riegels, British Virgin Islands counsel to the Company in form and substance reasonably acceptable to the Purchaser and the Company. (c) The Purchaser shall have received an opinion, dated the Closing Date, of Xxxxxxxx & Xxxxx, to the Trustee, as required by Section 13.04 of the Indenture. (d) The Purchaser shall have received a certificate, dated the Closing Date, of an authorized officer of the Company, as required by Section 2.13 of the Indenture. (e) The Purchaser shall have received a certificate, dated the Closing Date, of an authorized officer of the Company, as required by Section 13.04 of the Indenture. (f) XxxxXXX shall have furnished to the Purchaser the opinion of Xxxxxxxx X. XxXxxx, Senior Vice President Administration, General Counsel and Secretary of ChipPAC, dated the Closing Date, in form and substance reasonably acceptable to the Purchaser. (g) The Purchaser shall have received a certificate, dated such Closing Date, of the President or any Vice President and a principal financial or accounting officer of the Company in which such officers, to the best of their knowledge after reasonable investigation, shall state that (i) no event shall have occurred and be continuing or would result from the consummation of the transactions contemplated by this Agreement which would constitute a Default (as defined in the Indenture) or Event of Default (as defined in the Indenture) and (ii) that the Company has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date. (dh) The Purchaser shall have received a copy of the Authentication Order to the Trustee with respect to the Securities. (i) On or before the Closing Date, the Purchaser shall have received the following items, each of which shall be in form and substance satisfactory to the Purchaser and, unless otherwise noted, dated the Closing Date: (i) A certified copy Certified copies of the charter organizational documents of the Company, certified by the Secretary proper public official of the State of DelawareBritish Virgin Islands, together with a good standing certificate, if available, or other similar certificate from the Secretary proper public official of State of Delawarethe British Virgin Islands, each to be dated a recent date prior to the Closing Date; (ii) A copy of the bylaws of the Company, such copy certified as of the Closing Date by the Secretary of the Company; (iii) Resolutions of the Company's Board of Directors Directors, XxxxXXX's Board of Directors, and each of the Guarantors' Board of Directors, as applicable, and, if necessary, stockholders, approving and authorizing the execution, delivery and performance of the Registration Rights Agreement, the Indenture Agreement and this Agreement and any other documents, instruments and certificates required to be executed by each party thereto in connection therewith and approving and authorizing the execution, delivery and payment of the Securities, certified as of the Closing Date by the Secretary of the Company and XxxxXXX's Secretary, as applicable, as being in full force and effect without modification or amendment; (iviii) Signature and incumbency certificates of the officers of the Company and ChipPAC, as applicable, executing the Registration Rights Agreement, the Indenture Agreement and this Agreement; and (viv) Executed copies of this Agreement, the Securities, Securities and the Registration Rights Agreement (substantially in the form of the draft attached hereto as EXHIBIT Exhibit A, with such changes as the parties may mutually agree) and the Indenture (in the form of the draft attached hereto as EXHIBIT B, with such changes as the parties may mutually agree). (ej) The Company shall have performed in all material respects all agreements which this Agreement provides shall be performed on or before the Closing Date (except as otherwise consented to in writing by the Purchaser). (fk) No event shall have occurred and be continuing or would result from the consummation of the transactions contemplated by this Agreement which would constitute a Default (as defined in the Indenture) or Event of Default (as defined in the Indenture). (gl) No order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain the Purchaser from purchasing the Securities or consummating the transactions contemplated by this Agreement and the Registration Rights Agreement, Agreement and there shall not be existing, or to the knowledge of the Company threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Company or any of its subsidiaries which would reasonably be expected to result in such an order, judgement or decree. (hm) No injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, this Agreement or the purchasing of the Securities. (in) The Purchaser shall have received payment in full for all expenses (including reasonable attorneys' fees) incurred in connection with the negotiation and execution of this Agreement, the Indenture, the Registration Rights Agreement and the Securities. (jo) ChipPAC or its affiliate shall concurrently receive the proceeds from the sale of the 12 3/48% Convertible Notes pursuant to the 12 3/4% Convertible Notes Purchase Agreement. (kp) On the date of this Agreement, the Special Committee of the Board of Directors of ChipPAC shall have received and shall furnish to the Purchaser an opinion of Xxxxxxxx, in form and substance reasonably satisfactory to the Purchaser, confirming the fairness from a financial point of view to the disinterested stockholders of ChipPAC of the terms of the Debt Transactions, and that the terms of the Debt Transactions are no less favorable to ChipPAC than those that could be obtained in arm's length dealings with a third party. (q) The CSFB Credit Agreement shall have been amended prior to the Closing Date to the extent necessary to permit the sale of the 12 3/4% Securities and the Convertible Notes pursuant to this Agreement and the 12 3/4% Convertible Notes Purchase Agreement to be effected without resulting in an Event of Default (as such term is defined under the CSFB Credit Agreement). (l) On the date of this Agreement, the Special Committee of the Board of Directors of the Company shall have received and shall furnish to the Purchaser an opinion of Houlihan, in form and substance reasonably satisfactory tx xxx Xurchaser, confirming the fairness from a financial point of view to the disinterested stockholders of the Company of the terms of the Debt Transactions, and that the terms of the Debt Transactions are no less favorable to the Company than those that could be obtained in arm's length dealings with a third party. The Purchaser may in its discretion waive compliance with any conditions to its obligations hereunder, whether in respect of the Closing Date or otherwise.

Conditions of the Obligations of the Purchaser. The obligations of the Purchaser to purchase and pay for the Offered Securities on the Closing Date will be subject to the accuracy satisfaction, or waiver by the Purchaser, of each of the conditions below: 6.1 The representations and warranties on the part of the Company hereinherein must be materially correct and complete on the Closing Date except that (i) representations and warranties made as of a specific date need only be correct and complete in all material respects on such date and (ii) for purposes of determining if such representations are “materially” correct, to the accuracy of the statements of officers of all materiality qualifications included in such representations and warranties shall be disregarded); the Company made pursuant to the provisions hereof, to the performance by the Company must have performed all of its obligations hereunder and required to be performed in all material respects prior to the following additional conditions precedent:Closing Date; and the Company shall have delivered to the Purchaser a certificate, dated as of the Closing Date and signed by an executive officer of the Company, to the foregoing effect. 6.2 The Company shall have duly adopted, executed and filed with the Secretary of State of Washington the Articles of Amendment in the form attached hereto as Exhibit A (a) subject to any changes made pursuant to Section 4.6). The Articles of Amendment shall be in full force and effect under the laws of the State of Washington as of the Closing Date and shall not have been amended or modified. 6.3 The Board Designee shall have been appointed to the Company’s Board of Directors, and the Company shall have entered into an indemnification agreement, in the Company’s standard form, with the Board Designee. 6.4 The Purchaser shall must have received an a customary opinion, dated the Closing Date, of Kirkland from Hunton & EllisXxxxxxxx, LLP counsel for the Company, in the form attached hereto as Exhibit B. 6.5 The business, assets, financial condition and substance xxxxonaxxx xcceptable operations of the Company shall be substantially as represented to the Purchaser and the Company. (b) The Company no change shall have furnished to occurred that, in the Purchaser the opinion of Patricia H. McCall, Senior Vice President Administration, General Xxxxxxx xxx Xecretary reasonable good faith judgment of the CompanyPurchaser, is or could have a Material Adverse Effect, provided, however, that no change constituting or related to (i) the economy or financial markets of the United States of America or any other region, (ii) any change, effect or development that is primarily caused by conditions generally effecting the industry in which the Company conducts its business, (iii) any change that is primarily caused by the announcement or pendency of this Agreement or the transactions contemplated hereby, or (iv) any generally applicable change in law, rule or regulation, including, but not limited to, United States generally accepted accounting principles. The Purchaser must have received a certificate, dated the Closing Date, in form and substance reasonably acceptable to the Purchaser and the Company. (c) The Purchaser shall have received a certificate, dated such Closing Date, of the President or any Vice President and a principal financial or accounting an officer of the Company in which such officers, to the best of their knowledge after reasonable investigation, shall state that (i) no event shall have occurred and be continuing or would result from the consummation of the transactions contemplated by this Agreement which would constitute a Default (as defined in the Indenture) or Event of Default (as defined in the Indenture) and (ii) that the Company has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing Dateforegoing effect. (d) On or before the Closing Date, the Purchaser shall have received the following items, each of which shall be in form and substance satisfactory to the Purchaser and, unless otherwise noted, dated the Closing Date: (i) A certified copy of the charter of the Company, certified by the Secretary of the State of Delaware, together with a good standing certificate from the Secretary of State of Delaware, each to be dated a recent date prior to the Closing Date; (ii) A copy of the bylaws of the Company, such copy certified as of the Closing Date by the Secretary of the Company; (iii) Resolutions of the Company's Board of Directors and, if necessary, stockholders, approving and authorizing the execution, delivery and performance of the Registration Rights Agreement, the Indenture and this Agreement and any other documents, instruments and certificates required to be executed by each party thereto in connection therewith and approving and authorizing the execution, delivery and payment of the Securities, certified as of the Closing Date by the Secretary of the Company as being in full force and effect without modification or amendment; (iv) Signature and incumbency certificates of the officers of the Company executing the Registration Rights Agreement, the Indenture and this Agreement; and (v) Executed copies of this Agreement, the Securities, the Registration Rights Agreement (substantially in the form of the draft attached hereto as EXHIBIT A, with such changes as the parties may mutually agree) and the Indenture (in the form of the draft attached hereto as EXHIBIT B, with such changes as the parties may mutually agree). (e) The Company shall have performed in all material respects all agreements which this Agreement provides shall be performed on or before the Closing Date (except as otherwise consented to in writing by the Purchaser). (f) No event shall have occurred and be continuing or would result from the consummation of the transactions contemplated by this Agreement which would constitute a Default (as defined in the Indenture) or Event of Default (as defined in the Indenture). (g) No order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain the Purchaser from purchasing the Securities or consummating the transactions contemplated by this Agreement and the Registration Rights Agreement, and there shall not be existing, or to the knowledge of the Company threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Company or any of its subsidiaries which would reasonably be expected to result in such an order, judgement or decree. (h) No injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, this Agreement or the purchasing of the Securities. (i) The Purchaser shall have received payment in full for all expenses (including reasonable attorneys' fees) incurred in connection with the negotiation and execution of this Agreement, the Indenture, the Registration Rights Agreement and the Securities. (j) ChipPAC or its affiliate shall concurrently receive the proceeds from the sale of the 12 3/4% Notes pursuant to the 12 3/4% Notes Purchase Agreement. (k) The CSFB Credit Agreement shall have been amended prior to the Closing Date to the extent necessary to permit the sale of the 12 3/4% Notes pursuant to the 12 3/4% Notes Purchase Agreement to be effected without resulting in an Event of Default (as such term is defined under the CSFB Credit Agreement). (l) On the date of this Agreement, the Special Committee of the Board of Directors of the Company shall have received and shall furnish to the Purchaser an opinion of Houlihan, in form and substance reasonably satisfactory tx xxx Xurchaser, confirming the fairness from a financial point of view to the disinterested stockholders of the Company of the terms of the Debt Transactions, and that the terms of the Debt Transactions are no less favorable to the Company than those that could be obtained in arm's length dealings with a third party. The Purchaser may in its discretion waive compliance with any conditions to its obligations hereunder, whether in respect of the Closing Date or otherwise.

Conditions of the Obligations of the Purchaser. The obligations of the Purchaser to purchase and pay for the Securities on the Initial Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company hereinherein as of the date hereof and as of the Initial Closing Date with the same force and effect as if made as of that date, to the accuracy of the statements of officers of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its their obligations hereunder and to the following additional conditions precedent: (a) The Purchaser You shall not have advised the Company that the Offering Circular, or any amendment or supplement thereto, contains any untrue statement of fact or omits to state any fact which, you have concluded, is material and in the case of an omission is required to be stated therein or is neces sary to make the statements therein not misleading. (b) You shall have received an opiniona favorable opinion of Freedman, dated the Closing DateLevy, of Kirkland Kroll & EllisSimonds, counsel for the Company, dated the Initial Clxxxxx Date, xx xxx effect that: (i) Each of the Company, Coeur Alaska, Inc., Coeur Rochester, Inc., CDE Chilean Mining Corporation, Callahan Mining Corporation, Coeur New Zealand, Inc., and Xxxxxx Xalley Resources Corporation (individually a "Subsidiary" and collectively the "Subsidiaries") has been duly incorporated and is validly existing as a corporation in form good standing under the laws of the jurisdiction in which it is chartered or organized, with full corporate power and substance xxxxonaxxx xcceptable authority to own its properties and conduct its business as described in the Offering Circular, and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification wherein it owns or leases material prop erties or conducts material business. (ii) All the outstanding shares of capital stock of each Subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Offering Circular, all outstanding shares of capital stock of the Subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any perfected security interest and, to the Purchaser knowledge of such counsel, after due inquiry, any other security interests, claims, liens or encumbrances. (iii) This Agreement and the Registration Rights Agreement have been duly authorized, executed and delivered by the Company. (biv) The Securities and the capital stock of the Company shall have furnished conform in all material respects to the description thereof contained in the Offering Circular; the Indenture has been duly authorized, executed and delivered by the Company and the Trustee, and constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws affecting creditors' rights generally from time to time in effect, and subject, as to enforceability, to general principles of equity, regardless of whether such enforceability is considered in a proceeding in law or at equity); and the Securities have been duly authorized, and when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Purchaser pursuant to this Agreement, the opinion Securities will constitute the legal, valid and binding obligations of Patricia H. McCallthe Company entitled to the benefits of the Indenture enforceable against the Company in accordance with their terms (subject to applicable bankruptcy, Senior Vice President Administrationinsolvency, General Xxxxxxx xxx Xecretary fraudulent transfer, reorganization, moratorium and similar laws affecting creditors' rights generally from time to time in effect, and subject, as to enforceability, to general principles of equity, regardless of whether such enforceability is considered in a proceeding in law or at equity). (v) The shares of Common Stock initially issuable upon conversion of the Securities have been duly and validly authorized and reserved for issuance upon such conversion and, when issued upon conversion, will be validly issued, fully paid and nonassessable. (vi) Such counsel has no reason to believe that the Offering Circular includes any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (vii) The statements set forth in the Offering Circular under the headings "Description of the Debentures" and, "Description of Capital Stock", insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein fairly present the information called for with respect to such legal matters, documents and proceedings. (viii) No consent, approval, authorization, order, filing, registration or qualification of or with any court or governmental authority or agency is required for the issue and sale of the Securities or the consummation of the transactions contemplated by this Agreement, except such as may be required and have been obtained under the Act and such as may be required under state securities or Blue Sky laws in connection with the distribution of the Securities by the Purchaser; and, the issue and sale of the Securities, the execution and delivery of the Indenture, this Agreement and the Registration Rights Agreement by the Company and the consummation of the transactions contemplated herein and therein will not conflict with or constitute a breach of, or default under any contract, indenture, mortgage, loan agreement, note, lease or other instrument known to such counsel to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, nor will such action result in any violation of the provisions of the charter or by-laws of the Company, dated or any law, administrative regulation or administrative or court decree or order applicable to the Company or any of its subsidiaries. (ix) To the best knowledge of such counsel and except as set forth in the Offering Circular, there is no pending or threatened action, suit or proceeding before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries which, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a material adverse effect on the current or future consolidated financial position, stockholders' equity or results of operation of the Company and its subsidiaries, taken as a whole. (x) The Exchange Act Reports and any other documents incorporated by reference in the Offering Circular as amended or supplemented (other than the financial statements and related schedules therein, as to which such counsel need express no opinion), when (xi) Assuming (i) the accuracy of, and compliance with, the representations, warranties and covenants by the Company in Sections 2(b), 2(d), 2(e), 5(d), 5(e) and 5(f) and by you contained in Section 3 and Annex A of this Agreement, (ii) the compliance by you with the offering and transfer procedures and restrictions described in the Offering Circular and the Purchase Agreement and (iii) the accuracy of, and compliance with, the representations, warranties and covenants of each of the purchasers to whom you initially resell the Securities as specified in the Offering Circular, no registration of the Securities under the Securities Act, and no qualification of the Indenture under the TIA with respect thereto, is required for the offer and sale by the Company and the offer and initial resale of the Securities by the Purchasers in the manner contemplated by this Agreement; PROVIDED, HOWEVER, we express no opinion as to any subsequent resale of the Securities. (xii) The Company is not required to be registered or regulated as an "investment company" within the meaning of the Investment Company Act. In rendering such opinion, such counsel may rely (x) as to matters involving the application of laws of any jurisdiction other than the State of Idaho or the United States, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Purchaser and (y) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Offering Circular in this paragraph (c) include any supplements thereto at the Closing Date, in form and substance reasonably acceptable to the Purchaser and the Company. (c) The Purchaser You shall have received a certificatefrom Cravath, Swaine & Moore, counsel for the Purchaser, an opinion, dated such Closing the Initial Xxxxing Date, of with respect to such matters as you may reasonably request. (d) You shall have received from the President or any Senior Vice President and a principal financial or accounting officer of the Company a certificate, dated the Initial Closing Date, in which such officers, to the best of their knowledge and after reasonable investigation, shall state that (i) no event shall such officers have occurred and be continuing or would result from carefully examined the consummation of the transactions contemplated by this Agreement which would constitute a Default (as defined in the Indenture) or Event of Default (as defined in the Indenture) and Offering Circular, (ii) in their opinion, as of its date, the Offering Circular did not include any untrue statement of a material fact and did not omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and since such date, no event has occurred which should have been set forth in a supplement or amendment to the Offering Circular, (iii) that there has not been, since the respective dates as of which information is given in the Offering Circular, any material adverse change in the condition, financial or otherwise, earnings, business or prospects of the Company and its subsidiaries considered as a whole, whether or not arising in the ordinary course of business and (iv) the representations and warranties of the Company contained in Section 2 are true and correct with the same force and effect as though made on and as of the Initial Closing Date and the Company has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such the Initial Closing Date. (de) On or before You shall have received from Ernst & Young, independent auditors, two letters, the first dated the date of this Agreement and the other dated such Initial Closing Date, addressed to the Purchaser, substantially in the form of Annex B hereto with such variations as are reasonably acceptable to you. (f) At the Initial Closing Date counsel for the Purchaser shall have received been furnished with such further information, other documents and opinions as they may reasonably require. (g) The Common Stock issuable upon conversion of the following itemsSecurities shall have been duly listed, each subject to notice of which shall be in form issuance, on the New York and substance satisfactory Pacific Stock Exchanges. (h) Subsequent to the Purchaser and, unless otherwise noted, dated the Closing Date: (i) A certified copy execution and delivery of the charter of the Company, certified by the Secretary of the State of Delaware, together with a good standing certificate from the Secretary of State of Delaware, each to be dated a recent date this Agreement and prior to the Closing Date; (ii) A copy , there shall not have been any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the bylaws of possible change, in the Company, such copy certified as of the Closing Date by the Secretary of the Company; (iii) Resolutions rating accorded any of the Company's Board of Directors and, if necessary, stockholders, approving and authorizing the execution, delivery and performance of the Registration Rights Agreement, the Indenture and this Agreement and any other documents, instruments and certificates required to be executed by each party thereto in connection therewith and approving and authorizing the execution, delivery and payment of securities (including the Securities) by any "nationally recognized statistical rating organization", certified as of the Closing Date by the Secretary of the Company as being in full force and effect without modification or amendment; (iv) Signature and incumbency certificates of the officers of the Company executing the Registration Rights Agreement, the Indenture and this Agreement; and (v) Executed copies of this Agreement, the Securities, the Registration Rights Agreement (substantially in the form of the draft attached hereto as EXHIBIT A, with such changes as the parties may mutually agree) and the Indenture (in the form of the draft attached hereto as EXHIBIT B, with such changes as the parties may mutually agree). (e) The Company shall have performed in all material respects all agreements which this Agreement provides shall be performed on or before the Closing Date (except as otherwise consented to in writing by the Purchaser). (f) No event shall have occurred and be continuing or would result from the consummation of the transactions contemplated by this Agreement which would constitute a Default (as defined in the Indenture) or Event of Default (as defined in the Indenture). (g) No order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain the Purchaser from purchasing the Securities or consummating the transactions contemplated by this Agreement and the Registration Rights Agreement, and there shall not be existing, or to the knowledge of the Company threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Company or any of its subsidiaries which would reasonably be expected to result in such an order, judgement or decree. (h) No injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, this Agreement or the purchasing of the Securities. (i) The Purchaser shall have received payment in full for all expenses (including reasonable attorneys' fees) incurred in connection with the negotiation and execution of this Agreement, the Indenture, the Registration Rights Agreement and the Securities. (j) ChipPAC or its affiliate shall concurrently receive the proceeds from the sale of the 12 3/4% Notes pursuant to the 12 3/4% Notes Purchase Agreement. (k) The CSFB Credit Agreement shall have been amended prior to the Closing Date to the extent necessary to permit the sale of the 12 3/4% Notes pursuant to the 12 3/4% Notes Purchase Agreement to be effected without resulting in an Event of Default (as such term is defined for purposes of Rule 436(g)(2) under the CSFB Credit Agreement). Act. The several obligations of the Purchaser to purchase the Optional Debentures hereunder are subject to (li) On the date accuracy of and compliance with the representations and warranties of the Sellers contained herein on and as of the Option Closing Date, (ii) satisfaction on and as of the Option Closing Date of the conditions set forth in subsections (a) to (i) of this Agreement, the Special Committee of the Board of Directors of the Company shall have received Section 6 inclusive (and shall furnish for purposes thereof each reference therein to the Purchaser an opinion of Houlihan, in form and substance reasonably satisfactory tx xxx Xurchaser, confirming the fairness from a financial point of view Initial Closing Date shall be deemed to refer to the disinterested stockholders Option Closing Date) and (iii) the absence of the Company of the terms of the Debt Transactions, and that the terms of the Debt Transactions are no less favorable circumstances on or prior to the Company than those that could be obtained in arm's length dealings with a third party. The Purchaser may in its discretion waive compliance with any conditions to its obligations hereunder, whether in respect of the Option Closing Date or otherwisewhich would permit termination of this Agreement pursuant to Section 10.

Conditions of the Obligations of the Purchaser. The obligations obligation of the Purchaser to purchase any Offered Notes pursuant to this Agreement is subject to (i) the accuracy on and pay for the Securities on the as of each Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company hereinCompanies herein contained, to (ii) the accuracy of the statements of officers of the Company Companies made pursuant to the provisions hereofhereto, to (iii) the performance by the Company Companies of its all of their respective obligations hereunder hereunder, and (iv) the satisfaction of the following conditions as of the Execution Date and/or as of the applicable Closing Date, as applicable: A. On each Closing Date, all conditions to the following additional conditions precedent:obligations of the underwriters set forth in the Underwriting Agreement for the applicable Series of Notes shall have been complied with, and such Notes shall have been duly and validly issued. (a) The B. On each Closing Date, the Purchaser shall have received an opinioncopies of all opinions of counsel delivered by or on behalf of the Sponsor, dated the Seller, the Trustee, the Note Insurer, if applicable, the Counterparty, if applicable, the Owner Trustee and the Trust pursuant to the terms of the applicable Underwriting Agreement with such opinions of counsel either addressed to the Purchaser or accompanied by a letter permitting the Purchaser to rely on such opinions as if the same were addressed to the Purchaser. C. On each Closing Date, of Kirkland & Ellis, counsel for the Company, in form and substance xxxxonaxxx xcceptable to the Purchaser and the Company. (b) The Company shall have furnished to the Purchaser the opinion of Patricia H. McCall, Senior Vice President Administration, General Xxxxxxx xxx Xecretary of the Company, dated the Closing Date, in form and substance reasonably acceptable to the Purchaser and the Company. (c) The Purchaser shall have received a certificatetrue and complete copy of all documents, letters and certificates delivered at the closing under the applicable Underwriting Agreement. D. On or prior to the Execution Date, the Purchaser shall have received from Xxxxx & XxXxxxx LLP, counsel for the Companies, a favorable opinion, dated the Execution Date and satisfactory in form and substance to the Purchaser and counsel for the Purchaser to the effect that: (i) This Agreement and the Fee Letter has been duly executed and delivered by each of the Sponsor and the Seller, as applicable and constitutes the valid, legal and binding agreement of the Sponsor and the Seller, enforceable against the Sponsor and the Seller in accordance with its terms. (ii) The Warrant has been duly executed and delivered by AmeriCredit Corp. and constitutes the valid, legal and binding agreement of AmeriCredit Corp., enforceable against AmeriCredit Corp. in accordance with its terms. (iii) No consent, approval, authorization or order of, registration or filing with, or notice to, courts, governmental agency or body or other tribunal is required under federal laws or the laws of the State of New York, for the execution, delivery and performance by the Sponsor and the Seller, as applicable, of this Agreement or the Fee Letter or AmeriCredit Corp. of the Warrant, except such as have been obtained. (iv) None of the execution, delivery or performance by each of the Sponsor and the Seller, as applicable, of this Agreement or the Fee Letter or AmeriCredit Corp. of the Warrant (a) conflicts or will conflict with or results or will result in a breach of, or constitutes or will constitute a default under, any law, rule or regulation of the State of New York or the federal government presently in effect, or (b) either to such counsel’s knowledge or by operation of law, results in, or will result in the creation or imposition of any lien, charge or encumbrance upon any Offered Notes. E. On each Closing Date, the Purchaser shall have received from the Sponsor a certificate dated as of such Closing Date executed by an authorized officer of the Sponsor to the effect that the signer of such certificate has carefully examined this Agreement and that: (i) the representations and warranties of the Sponsor in this Agreement are true and correct in all material respects at and as of such Closing Date with the same effect as if made on such Closing Date, of the President or any Vice President and a principal financial or accounting officer of the Company in which such officers, to the best of their knowledge after reasonable investigation, shall state that (i) no event shall have occurred and be continuing or would result from the consummation of the transactions contemplated by this Agreement which would constitute a Default (as defined in the Indenture) or Event of Default (as defined in the Indenture) and (ii) that the Company Sponsor has complied in all material respects with all the agreements and satisfied in all material respects all the conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date, (iii) there has been no material adverse change in the general affairs, business, management, financial condition, stockholders’ equity, results of operations, regulatory situation or business prospects of the Sponsor, whether or not arising from transactions in the ordinary course of business, except as previously disclosed to the Purchaser in writing and (iv) no Cease Purchase Event is in effect and none has existed at any time since the Execution Date and no Purchase Event Suspension is in effect. (d) F. On or before the each Closing Date, the Purchaser shall have received from the following itemsSeller a certificate dated as of such Closing Date executed by an authorized officer of the Seller to the effect that the signer of such certificate has carefully examined this Agreement and that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of such Closing Date with the same effect as if made on such Closing Date, (ii) the Seller has complied in all material respects with all the agreements and satisfied all the conditions on its part to be performed or satisfied in all material respects at or prior to such Closing Date, (iii) there has been no material adverse change in the general affairs, business, management, financial condition, stockholders’ equity, results of operations, regulatory situation or business prospects of the Seller whether or not arising from transactions in the ordinary course of business, except as previously disclosed to the Purchaser in writing and (iv) no Cease Purchase Event is in effect and none has existed at any time since the Execution Date and no Purchase Event Suspension is in effect. G. On or prior to the Execution Date, Purchaser shall have received from J. Xxxxxxx Xxx, Esq., corporate counsel of the Companies and AmeriCredit Corp., a favorable opinion, dated the Execution Date and satisfactory in form and substance to the Purchaser and counsel for the Purchaser to the effect that: (i) AmeriCredit Corp. has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Texas. The Sponsor has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware. The Seller has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Nevada. Each of AmeriCredit Corp., the Sponsor and the Seller has full corporate power to own its property or assets and to conduct its business as presently conducted by it, and is in good standing in each jurisdiction in which the conduct of its business or the ownership of its property or assets requires such qualification or where the failure to be so qualified would have a material adverse effect on its general affairs, business, management, financial condition, stockholders’ equity, results of operations, regulatory situation or business prospects. (ii) Each of this Agreement and the Fee Letter has been duly authorized, executed and delivered by authorized officers or signers of the Sponsor and the Seller, as applicable. The Warrant has been duly authorized, executed and delivered by authorized officers or signers of AmeriCredit Corp. (iii) The execution, delivery and performance of the Warrant by AmeriCredit Corp. will not conflict with or result in a material breach of any of the terms or provisions of, or constitute a material default under, or result in the creation or imposition of any lien upon any of the property or assets of AmeriCredit Corp. pursuant to the terms of the certificate of incorporation or the by-laws of AmeriCredit Corp. or any statute, rule, regulation or order of any governmental agency or body of the State of Texas, or any Texas state court having jurisdiction over AmeriCredit Corp. or its property or assets or any material agreement or instrument known to such counsel to which AmeriCredit Corp. is a party or by which AmeriCredit Corp. or any of its property or assets is bound. (iv) The execution, delivery and performance of this Agreement or the Fee Letter by the Sponsor will not conflict with or result in a material breach of any of the terms or provisions of, or constitute a material default under, or result in the creation or imposition of any lien upon any of the property or assets of the Sponsor pursuant to the terms of the certificate of incorporation or the by-laws of the Sponsor or any statute, rule, regulation or order of any governmental agency or body of the State of Delaware, or any Delaware state court having jurisdiction over the Sponsor or its property or assets or any material agreement or instrument known to such counsel to which the Sponsor is a party or by which the Sponsor or any of its property or assets is bound. (v) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a material breach of any of the terms or provisions of, or constitute a material default under, or result in the creation or imposition of any lien upon any of the property or assets of the Seller pursuant to the terms of the articles of incorporation or the by-laws of the Seller or any statute, rule, regulation or order of any governmental agency or body of the State of Nevada, or any Nevada state court having jurisdiction over the Seller or its property or assets or any material agreement or instrument known to such counsel, to which the Seller is a party or by which the Seller or any of its property or assets is bound. (vi) No authorization, approval, consent or order of, or filing with, any court or governmental agency or authority of the State of Texas is necessary in connection with the execution, delivery and performance by AmeriCredit Corp. of the Warrant. (vii) No authorization, approval, consent or order of, or filing with, any court or governmental agency or authority of the State of Delaware is necessary in connection with the execution, delivery and performance by the Sponsor of this Agreement or the Fee Letter. (viii) No authorization, approval, consent or order of, or filing with, any court or governmental agency or authority of the State of Nevada is necessary in connection with the execution, delivery and performance by the Seller of this Agreement. (ix) There are no legal or governmental proceedings pending to which AmeriCredit Corp., the Sponsor or the Seller is a party or of which shall any property or assets of AmeriCredit Corp., the Sponsor or the Seller is the subject, and no such proceedings are to the best of such counsel’s knowledge threatened or contemplated by governmental authorities against AmeriCredit Corp., the Sponsor, the Seller, that, (i) assert the invalidity against AmeriCredit Corp., the Sponsor or the Seller of all or any part of this Agreement, the Fee Letter or the Warrant or (ii) could materially adversely affect the Sponsor’s or the Seller’s obligations under this Agreement or the Fee Letter or AmeriCredit Corp.’s under the Warrant. (x) If and when shares of Common Stock are required to be, and are, issued by AmeriCredit Corp. pursuant to the Warrant, and upon AmeriCredit Corp.’s receipt of payment therefor in accordance with the Warrant, such shares of Common Stock will be validly issued, fully paid and nonassessable. H. On or prior to the Execution Date, the Warrant, dated the Execution Date, issued by AmeriCredit Corp. to Deutsche Bank Securities Inc. (the “Warrant”), in form and substance satisfactory to the Purchaser and, unless otherwise noted, dated the Closing Date: (i) A certified copy of the charter of the Company, certified by the Secretary of the State of Delaware, together with a good standing certificate from the Secretary of State of Delaware, each to be dated a recent date Bank shall have been executed and delivered and on or prior to the Closing Date; (ii) A copy of the bylaws of the Company, such copy certified as of the Execution Date and on each Closing Date by the Secretary of the Company; (iii) Resolutions of the Company's Board of Directors and, if necessary, stockholders, approving and authorizing the execution, delivery and performance of the Registration Rights Agreement, the Indenture and this Agreement and any other documents, instruments and certificates required to shall be executed by each party thereto in connection therewith and approving and authorizing the execution, delivery and payment of the Securities, certified as of the Closing Date by the Secretary of the Company as being in full force and effect without modification or amendment; (iv) Signature and incumbency certificates of the officers of the Company executing the Registration Rights Agreement, the Indenture and this Agreement; and (v) Executed copies of this Agreement, the Securities, the Registration Rights Agreement (substantially in the form of the draft attached hereto as EXHIBIT A, with such changes as the parties may mutually agree) and the Indenture (in the form of the draft attached hereto as EXHIBIT B, with such changes as the parties may mutually agree)effect. (e) The Company shall have performed I. All proceedings in all material respects all agreements which this Agreement provides shall be performed on or before the Closing Date (except as otherwise consented to in writing by the Purchaser). (f) No event shall have occurred and be continuing or would result from the consummation of connection with the transactions contemplated by this Agreement which would constitute a Default (as defined in the Indenture) or Event of Default (as defined in the Indenture). (g) No order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain the Purchaser from purchasing the Securities or consummating the transactions contemplated by this Agreement and the Registration Rights Agreement, and there all documents incident hereto, shall not be existing, or reasonably satisfactory in form and substance to the knowledge of Purchaser and counsel for the Company threatenedPurchaser, any action, suit, proceeding, governmental investigation or arbitration against or affecting and the Company or any of its subsidiaries which would reasonably be expected to result in such an order, judgement or decree. (h) No injunction or other restraining order shall have been issued Purchaser and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent counsel for the consummation of, or to recover any damages or obtain relief as a result of, this Agreement or the purchasing of the Securities. (i) The Purchaser shall have received payment such other information, opinions, certificates and documents as they may reasonably request in full for all expenses (including reasonable attorneys' fees) incurred in connection with the negotiation and execution of this Agreement, the Indenture, the Registration Rights Agreement and the Securitieswriting. (j) ChipPAC or its affiliate shall concurrently receive the proceeds from the sale of the 12 3/4% Notes pursuant J. Two business days prior to the 12 3/4% Notes Purchase Agreement. (k) The CSFB Credit Agreement shall have been amended each Closing Date and two business days prior to the Closing Date pricing of the related Offered Note, the Sponsor shall deliver to the extent necessary to permit the sale of the 12 3/4% Notes pursuant to the 12 3/4% Notes Purchase Agreement to be effected without resulting in Bank an Event of Default (as such term is defined under the CSFB Credit Agreement). (l) On the date of this Agreement, the Special Committee of the Board of Directors of the Company shall have received and shall furnish to the Purchaser an opinion of Houlihanofficer’s certificate, in form and substance reasonably satisfactory tx xxx Xurchasermaterially in a form agreed upon by the Companies and the Bank, confirming certifying that no Cease Purchase Event or Purchase Event Suspension is in effect and providing calculations, monthly reports and other financial information supporting and providing support for such assertion. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, the fairness from a financial point of view Purchaser shall have no obligation to purchase the disinterested stockholders of the Company of the terms of the Debt Transactions, and that the terms of the Debt Transactions are no less favorable to the Company than those that could be obtained in arm's length dealings with a third party. The Purchaser may in its discretion waive compliance with Offered Notes or any conditions to its obligations hereunder, whether in respect of the Closing Date or otherwiseother Notes.

Conditions of the Obligations of the Purchaser. The obligations of the Purchaser to purchase and pay for the Offered Securities on the Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company and the Guarantors herein, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof, hereof to the performance by the Company and the Guarantors of its their respective obligations hereunder and to the following additional conditions precedent: (a) The On the date hereof, the Purchaser shall have received an opinionfrom BDO USA, LLP a comfort letter dated the Closing Date, of Kirkland & Ellis, counsel for the Companydate hereof, in form and substance xxxxonaxxx xcceptable reasonably satisfactory to counsel for the Purchaser with respect to the audited and any unaudited or pro forma financial information in the General Disclosure Package. On the Closing Date, the Purchaser and the Company. (b) The Company shall have furnished to the Purchaser the opinion of Patricia H. McCallreceived from BDO USA, Senior Vice President Administration, General Xxxxxxx xxx Xecretary of the Company, LLP a comfort letter dated the Closing Date, in form and substance reasonably acceptable satisfactory to counsel for the Purchaser, which shall refer to the Purchaser comfort letter dated the date hereof and reaffirm or update as of a more recent date, the information stated in the comfort letter dated the date hereof and similarly address the audited and any unaudited or pro forma financial information in the Final Offering Memorandum. (b) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any of the Company or its subsidiaries having sustained any loss or interference with respect to its businesses or properties from fire, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any strike, labor dispute, slow down or work stoppage or any legal or governmental proceeding, which loss or interference, in the judgment of the Purchaser, has had or has a Material Adverse Effect, or there shall have been, in the judgment of the Purchaser, any event or development that, individually or in the aggregate, has or could be reasonably likely to have a Material Adverse Effect (including without limitation a change in control of the Company or its subsidiaries), except in each case as described in the General Disclosure Package and the CompanyFinal Offering Memorandum (exclusive of any amendment or supplement thereto); (ii) any downgrading in the rating of any debt securities of the Company or any of the Guarantors by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Securities Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company or any of the Guarantors (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement that the Company or any of the Guarantors has been placed on negative outlook; (iii) any material change in the financial markets of the United States if, in the judgment of the Purchaser, the effect of any such material change makes it impractical or inadvisable to proceed with completion of the offering or sale of and payment for the Offered Securities, (iv) any material suspension or material limitation of trading in securities generally on the New York Stock Exchange or NASDAQ National Market, or any setting of minimum prices for trading on such exchange; (v) or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (vi) any banking moratorium declared by U.S. Federal or New York authorities; (vii) any major disruption of settlements of securities or clearance services in the United States or (viii) any (A) outbreak or escalation of hostilities involving the United States or (B) outbreak or escalation of any other insurrection or armed conflict involving the United States or any other national or international calamity or emergency, if, in the judgment of the Purchaser, the effect of any such outbreak, escalation, calamity or emergency makes it impractical or inadvisable to proceed with completion of the offering or sale of and payment for the Offered Securities. (c) The Purchaser shall have received (A) an opinion and 10b-5 letter, dated as of the Closing Date and addressed to the Purchaser, of Dechert LLP, counsel for the Company in form and substance reasonably satisfactory to counsel to the Purchaser; and (B)(i) the opinions, dated as of the Closing Date and addressed to the Purchaser, of Xxxxxxxxxx, Xxxx & Xxxxxxxx, PLLP, local Montana counsel for the Company and Guarantors and Xxxxxxxx Xxxxxx, local Virginia counsel for the Company and the Guarantors (collectively, “Local Counsel”), in each case, in form and substance reasonably satisfactory to counsel for the Purchaser. In rendering such opinions, Dechert LLP and Local Counsel shall have received and may rely upon any certificates and other documents and information as they may reasonably request to pass upon such matters. (d) The Purchaser shall have received the opinion and 10b-5 letter, in form and substance satisfactory to the Purchaser, dated as of the Closing Date and addressed to the Purchaser, of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Purchaser, with respect to certain legal matters relating to this Agreement and such other related matters as the Purchaser may reasonably require. In rendering such opinion, Xxxxxx Xxxxxx & Xxxxxxx LLP shall have received and may rely upon such certificates and other documents and information as it may reasonably request to pass upon such matters. (e) The Purchaser shall have received a certificate, dated such the Closing Date, of the Chief Executive Officer, the President or any Vice President and a principal financial or accounting officer of the Company and each Guarantor in which such officers, to the best of their knowledge after reasonable investigationknowledge, shall state that (i) no event shall have occurred the representations and be continuing or would result from the consummation warranties of the transactions contemplated by Company and the Guarantors in this Agreement which would constitute a Default (as defined in the Indenture) or Event of Default (as defined in the Indenture) are true and (ii) correct, that the Company has and the Guarantors have satisfied all conditions on their part to be performed or satisfied hereunder and complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, and that, subsequent to the date of the most recent financial statements in the General Disclosure Package there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as a whole except as set forth in the General Disclosure Package or as described in such certificate. (f) The sale of the Offered Securities hereunder shall not be enjoined (temporarily or permanently) on the Closing Date. (dg) On or before the Closing Date, the Purchaser shall have received the following items, each of which Registration Rights Agreement executed by the Company and such agreement shall be in form and substance satisfactory to the Purchaser and, unless otherwise noted, dated the Closing Date: (i) A certified copy of the charter of the Company, certified by the Secretary of the State of Delaware, together with a good standing certificate from the Secretary of State of Delaware, each to be dated a recent date prior to the Closing Date; (ii) A copy of the bylaws of the Company, such copy certified as of the Closing Date by the Secretary of the Company; (iii) Resolutions of the Company's Board of Directors and, if necessary, stockholders, approving and authorizing the execution, delivery and performance of the Registration Rights Agreement, the Indenture and this Agreement and any other documents, instruments and certificates required to be executed by each party thereto in connection therewith and approving and authorizing the execution, delivery and payment of the Securities, certified as of the Closing Date by the Secretary of the Company as being in full force and effect without modification or amendment; (iv) Signature and incumbency certificates of effect. The Company will furnish the officers of the Company executing the Registration Rights Agreement, the Indenture and this Agreement; and (v) Executed Purchaser with such conformed copies of this Agreementsuch opinions, the Securitiescertificates, the Registration Rights Agreement (substantially in the form of the draft attached hereto as EXHIBIT A, with such changes letters and documents as the parties may mutually agree) and the Indenture (in the form of the draft attached hereto as EXHIBIT B, with such changes as the parties may mutually agree). (e) The Company shall have performed in all material respects all agreements which this Agreement provides shall be performed on or before the Closing Date (except as otherwise consented to in writing by the Purchaser). (f) No event shall have occurred and be continuing or would result from the consummation of the transactions contemplated by this Agreement which would constitute a Default (as defined in the Indenture) or Event of Default (as defined in the Indenture). (g) No order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain the Purchaser from purchasing the Securities or consummating the transactions contemplated by this Agreement and the Registration Rights Agreement, and there shall not be existing, or to the knowledge of the Company threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Company or any of its subsidiaries which would reasonably be expected to result in such an order, judgement or decree. (h) No injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, this Agreement or the purchasing of the Securities. (i) The Purchaser shall have received payment in full for all expenses (including reasonable attorneys' fees) incurred in connection with the negotiation and execution of this Agreement, the Indenture, the Registration Rights Agreement and the Securities. (j) ChipPAC or its affiliate shall concurrently receive the proceeds from the sale of the 12 3/4% Notes pursuant to the 12 3/4% Notes Purchase Agreement. (k) The CSFB Credit Agreement shall have been amended prior to the Closing Date to the extent necessary to permit the sale of the 12 3/4% Notes pursuant to the 12 3/4% Notes Purchase Agreement to be effected without resulting in an Event of Default (as such term is defined under the CSFB Credit Agreement). (l) On the date of this Agreement, the Special Committee of the Board of Directors of the Company shall have received and shall furnish to the Purchaser an opinion of Houlihan, in form and substance reasonably satisfactory tx xxx Xurchaser, confirming the fairness from a financial point of view to the disinterested stockholders of the Company of the terms of the Debt Transactions, and that the terms of the Debt Transactions are no less favorable to the Company than those that could be obtained in arm's length dealings with a third partyrequest. The Purchaser may in its discretion waive compliance with any conditions to its the obligations hereunder, whether in respect of the Closing Date or otherwisePurchaser hereunder.

Conditions of the Obligations of the Purchaser. The obligations obligation of the Purchaser to purchase and pay for the Securities on Class B Common Stock (whether Initial Shares, Subsequent Shares or otherwise, and whether under this Agreement or any Stock Purchase Agreement) at the Initial Closing Date will be and each Additional Closing (if applicable) are subject to the accuracy satisfaction as of each such Closing of the following conditions: Section 3.01 The representations and warranties of the Company set forth in Article V hereof shall be true and correct (for these purposes, disregarding any qualification therein to “Material Adverse Effect”, “material adverse effect”, “material”, “materially” or other terms of a similar nature and related qualifiers) in all material respects (except for the representations and warranties in Sections 5.01, 5.02, 5.03, 5.04, 5.07(1), 5.08(1), 5.10, 5.11, 5.13 and 5.14, which shall be true and correct in all respects) and the representations of each Key Holder set forth in Article VII shall be true and correct in all respects, in each case on and as of the part Closing Date and each Additional Closing Date (as applicable) (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all material respects), and all of the respective covenants, agreements, obligations and conditions of the Company herein, and Key Holders required to be performed or complied with on or prior to the accuracy of the statements of officers of the Company made pursuant applicable Closing shall have been performed or complied with in all material respects at or prior to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent: (a) The Purchaser shall have received an opinion, dated the Closing Date, of Kirkland & Ellis, counsel for the Company, in form and substance xxxxonaxxx xcceptable to the Purchaser and the Companyapplicable Closing. (b) The Company shall have furnished to the Purchaser the opinion of Patricia H. McCall, Senior Vice President Administration, General Xxxxxxx xxx Xecretary of the Company, dated the Closing Date, in form and substance reasonably acceptable to the Purchaser and the Company. (c) The Purchaser shall have received a certificate, dated such Closing Date, of the President or any Vice President and a principal financial or accounting Section 3.02 An authorized officer of the Company in which such officers, shall deliver to the best Purchaser at each applicable Closing a certificate certifying that the conditions specified in this Article III have been fulfilled and satisfied. Section 3.03 All authorizations, approvals or permits, if any, of their knowledge after reasonable investigation, shall any governmental authority or regulatory body of the United States or of any state that (i) no event are required in connection with the lawful issuance and sale of the Offered Shares pursuant to this Agreement shall be obtained and effective as of each applicable Closing. Section 3.04 No statute, rule or regulation shall have occurred and be continuing been enacted or would result from promulgated by any governmental entity which prohibits the consummation of the transactions contemplated by this Agreement which would constitute a Default (as defined in the Indenture) or Event of Default (as defined in the Indenture) Agreement, and (ii) that the Company has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date. (d) On or before the Closing Date, the Purchaser shall have received the following items, each of which there shall be no order or injunction of a court of competent jurisdiction in form and substance satisfactory to the Purchaser and, unless otherwise noted, dated the Closing Date: (i) A certified copy of the charter of the Company, certified by the Secretary of the State of Delaware, together with a good standing certificate from the Secretary of State of Delaware, each to be dated a recent date prior to the Closing Date; (ii) A copy of the bylaws of the Company, such copy certified as of the Closing Date by the Secretary of the Company; (iii) Resolutions of the Company's Board of Directors and, if necessary, stockholders, approving and authorizing the execution, delivery and performance of the Registration Rights Agreement, the Indenture and this Agreement and any other documents, instruments and certificates required to be executed by each party thereto in connection therewith and approving and authorizing the execution, delivery and payment of the Securities, certified as of the Closing Date by the Secretary of the Company as being in full force and effect without modification or amendment; (iv) Signature and incumbency certificates of the officers of the Company executing the Registration Rights Agreement, the Indenture and this Agreement; and (v) Executed copies of this Agreement, the Securities, the Registration Rights Agreement (substantially in the form of the draft attached hereto as EXHIBIT A, with such changes as the parties may mutually agree) and the Indenture (in the form of the draft attached hereto as EXHIBIT B, with such changes as the parties may mutually agree). (e) The Company shall have performed in all material respects all agreements which this Agreement provides shall be performed on or before the Closing Date (except as otherwise consented to in writing by the Purchaser). (f) No event shall have occurred and be continuing or would result from preventing the consummation of the transactions contemplated by this Agreement which would constitute Agreement. ​ ​ Section 3.05 The Company shall have delivered to the Purchaser, whether by uploading to the Data Room or otherwise, a Default capitalization table updating the information set forth in Section 5.02 as of the most recent practicable date preceding the Closing Date and each Additional Closing Date (as defined in applicable) (but without giving effect to the Indenture) or Event of Default (as defined in the Indentureapplicable Closing). (g) No order, judgment or decree Section 3.06 The Secretary of any court, arbitrator or governmental authority the Company shall enjoin or restrain have delivered to the Purchaser at each applicable Closing a certificate certifying (a) the then current Bylaws of the Company, as may be amended and restated from purchasing time to time, (b) the Securities or consummating then current Certificate of Incorporation of the Company, as may be amended and restated from time to time, (c) resolutions of the Board of the Company, and if required by applicable law, the stockholders of the Company, approving this Agreement, the transactions contemplated by this Agreement hereby and the Registration Rights Agreement, documents related hereto and there shall not be existing, or to the knowledge of (d) that the Company threatened, any is in good standing in the State of Delaware. Section 3.07 No action, suitsuit or proceeding shall be pending or threatened before any governmental entity wherein an unfavorable injunction, proceedingjudgment, governmental investigation order, decree, ruling or arbitration against or affecting the Company or any of its subsidiaries which charge would reasonably be expected to result in such an order, judgement or decreeprevent consummation of any of the transactions contemplated hereby. (h) No injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with Section 3.08 With respect to any actionthe Initial Closing and each Additional Closing, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, this Agreement or the purchasing of the Securities. (i) The Purchaser shall have received payment in full for all expenses (including reasonable attorneys' fees) incurred in connection with the negotiation and execution of this Agreement, the Indenture, the Registration Rights Agreement and the Securities. (j) ChipPAC or its affiliate shall concurrently receive the proceeds from the sale of the 12 3/4% Notes pursuant to the 12 3/4% Notes Purchase Agreement. (k) The CSFB Credit Agreement shall have been amended prior to the Closing Date to the extent necessary to permit the sale of the 12 3/4% Notes pursuant to the 12 3/4% Notes Purchase Agreement to be effected without resulting in an Event of Default (as such term is defined under the CSFB Credit Agreement). (l) On the date of this Agreement, the Special Committee of the Board of Directors of the Company shall have received and shall furnish made offers to the Purchaser an opinion repurchase shares of Houlihan, in form and substance reasonably satisfactory tx xxx Xurchaser, confirming the fairness Class B Common Stock from a financial point of view to the disinterested stockholders of the Company holding such number of shares that, if accepted, would afford the Purchaser the ability to cumulatively purchase the Maximum Amount. Section 3.09 With respect to each Additional Closing, no FMV Deviation shall have occurred that the Purchaser has not then waived in writing. Section 3.10 Solely with respect to the sale of any Direct Shares at any Closing, a Stock Purchase Agreement with respect thereto shall have been duly executed and delivered by any Selling Stockholders with respect to such Direct Shares and be in full force and effect with any and all conditions thereunder satisfied (or validly waived) (it being understood and agreed that the failure of the terms condition set forth in this Section 3.10 shall only relieve the Purchaser of its obligation to purchase Direct Shares from the Debt TransactionsSelling Stockholder who has failed to deliver a Stock Purchase Agreement or satisfied the conditions thereunder, and that shall not relieve the terms of Purchaser from its obligation to purchase the Debt Transactions are no less favorable to the Initial Shares or Subsequent Shares, as applicable, at such Closing). Section 3.11 The Company than those that could be obtained in arm's length dealings with a third party. The Purchaser may in its discretion waive compliance with shall not have experienced any conditions to its obligations hereunder, whether in respect of the Closing Date or otherwiseMaterial Adverse Effect (as defined below).