Chippac Inc Sample Contracts

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AMONG
Credit Agreement • July 14th, 2000 • Chippac Inc • Semiconductors & related devices • New York
EXHIBIT 2.1 STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • July 14th, 2000 • Chippac Inc • Semiconductors & related devices • New York
INDENTURE
Indenture • August 14th, 2001 • Chippac Inc • Semiconductors & related devices • New York
GUARANTY
Guaranty • December 7th, 2001 • Chippac Inc • Semiconductors & related devices • New York
ChipPAC, Inc.
Underwriting Agreement • May 20th, 2002 • Chippac Inc • Semiconductors & related devices • New York
Exhibit 1.1 10,000,000 Shares ChipPAC, Inc. Class A Common Stock UNDERWRITING AGREEMENT ----------------------
Underwriting Agreement • August 7th, 2000 • Chippac Inc • Semiconductors & related devices • New York
FORM OF AMENDED AND RESTATED SUPPLEMENTAL AGREEMENT NO. 1 to the ADVISORY AGREEMENT
Supplemental Agreement • August 7th, 2000 • Chippac Inc • Semiconductors & related devices • New York
RECITALS
License Agreement • April 1st, 2002 • Chippac Inc • Semiconductors & related devices • California
An
Subcontract Agreement • April 1st, 2002 • Chippac Inc • Semiconductors & related devices • California
RECITALS
Supply Agreement • July 14th, 2000 • Chippac Inc • Semiconductors & related devices • New York
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CHIPPAC, INC. 2-1/2% Convertible Subordinated Notes Due 2008 PURCHASE AGREEMENT
Purchase Agreement • August 26th, 2003 • Chippac Inc • Semiconductors & related devices • New York
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among ST ASSEMBLY TEST SERVICES LTD, CAMELOT MERGER, INC. and CHIPPAC, INC. Dated as of February 10, 2004
Merger Agreement • February 23rd, 2004 • Chippac Inc • Semiconductors & related devices • Delaware

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of February 10, 2004 (this “Agreement”), among ST ASSEMBLY TEST SERVICES LTD, a Singapore public company limited by shares (“Parent”), CAMELOT MERGER, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and ChipPAC, INC., a Delaware corporation (the “Company”).

VOTING AGREEMENT among ST ASSEMBLY TEST SERVICES LTD and the STOCKHOLDERS OF CHIPPAC, INC. identified on the signature pages hereto Dated as of February 10, 2004
Voting Agreement • February 23rd, 2004 • Chippac Inc • Semiconductors & related devices • Delaware

VOTING AGREEMENT, dated as of February 10, 2004 (this “Agreement”), among ST ASSEMBLY TEST SERVICES LTD, a Singapore public company limited by shares (“Parent”), and the stockholders (each a “Stockholder”) of ChipPAC, Inc., a Delaware corporation (the “Company”), identified on the signature pages hereto.

CHIPPAC, INC. RETENTION AND SEVERANCE AGREEMENT
Retention and Severance Agreement • July 30th, 2004 • Chippac Inc • Semiconductors & related devices

In recognition of your committed efforts as an employee of ChipPAC, Inc. (the “Company”), we are offering you the opportunity to receive a special retention payment in the amount set forth below (the “Retention Payment”) and a special severance payment in the amount set forth below (the “Severance Payment,” together with other benefits, the “Severance Benefits”) in connection with the closing (the “Closing”) of the transactions contemplated by the Agreement and Plan of Merger and Reorganization among ST Assembly Test Services Ltd, Camelot Merger, Inc. and ChipPAC, Inc. dated as of February 10, 2004. The Retention Benefits and Severance Benefits both will be fully subject to the terms of the ChipPAC, Inc. Employee Retention and Severance Plan (the “Plan”). Capitalized terms used and not otherwise defined herein have the meanings set forth in the Plan.

ARTICLE 1 DEFINITIONS -----------
Subsidiary Guaranty Agreement • December 7th, 2001 • Chippac Inc • Semiconductors & related devices • New York
Contract
Credit Agreement • November 13th, 2002 • Chippac Inc • Semiconductors & related devices • New York

AMENDMENT NO. 4, WAIVER AND AGREEMENT dated as of May 17, 2002 (this “Amendment”), to the CREDIT AGREEMENT dated as of August 5, 1999, as amended and restated as of June 30, 2000, and as amended by Amendment No. 1 dated as of March 13, 2001, Amendment No. 2 dated as of June 8, 2001 and Amendment No. 3 dated as of December 31, 2001 (the “Credit Agreement”), among CHIPPAC INTERNATIONAL COMPANY LIMITED, a British Virgin Islands company (the “Company”), CHIPPAC, INC., a Delaware corporation (“ChipPAC”), the Lenders (as defined therein) and CREDIT SUISSE FIRST BOSTON, a bank organized under the laws of Switzerland, acting through its New York branch (“CSFB”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), as sole lead arranger and as collateral agent for the Administrative Agent and the Lenders.

CHIPPAC, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 8th, 2003 • Chippac Inc • Semiconductors & related devices • New York

ChipPAC, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Lehman Brothers Inc. (the “Initial Purchaser”), upon the terms set forth in a purchase agreement dated May 22, 2003 (the “Purchase Agreement”), $125,000,000 aggregate principal amount (plus up to an additional $25,000,000 principal amount) of its 2.50% Convertible Subordinated Notes due 2008, (the “Initial Securities”). The Initial Securities will be convertible into shares of Class A common stock, par value $0.01 per share, of the Company (the “Common Stock”) at the conversion price set forth in the Offering Circular dated May 22, 2003. The Initial Securities will be issued pursuant to an Indenture, dated as of May 28, 2003, (the “Indenture”), among the Company and U.S. Bank National Association, as trustee (the “Trustee”). As an inducement to the Initial Purchaser to enter into the Purchase Agreement, the Company agrees with the Initial Purchaser, for the benefit of (i) the Initial Purchaser and (ii)

SEPARATION AGREEMENT
Separation Agreement • March 12th, 2004 • Chippac Inc • Semiconductors & related devices • California

THIS SEPARATION AGREEMENT (the “Agreement”) is made and entered into and is effective as of this 10th day of February 2004, by and among ST Assembly Test Services Ltd, a Singapore public company limited by shares (the “Company”), CHIPPAC, Inc., a Delaware company (“CHIPPAC”) and Dennis McKenna (the “Executive”).

RECITALS
Class a Common Stock Purchase Agreement • July 14th, 2000 • Chippac Inc • Semiconductors & related devices • California
SETTLEMENT AGREEMENT AND GENERAL RELEASE
Settlement Agreement • November 12th, 2003 • Chippac Inc • Semiconductors & related devices

This Settlement Agreement and General Release (hereinafter “Agreement”) is entered into as of this 26th day of September, 2003 (“Effective Date”), by and between Richard Freeman (hereinafter “Employee”) and ChipPAC, Inc. (hereinafter the “Company”).

CHIPPAC, INC RETENTION AND SEVERANCE AGREEMENT
Retention and Severance Agreement • May 10th, 2004 • Chippac Inc • Semiconductors & related devices

In recognition of your committed efforts as an employee of ChipPAC, Inc. (the “Company”), we are offering you the opportunity to receive a special retention payment in the amount set forth below (the “Retention Payment”) and a special severance payment in the amount set forth below (the “Severance Payment,” together with other benefits, the “Severance Benefits”) in connection with the closing (the “Closing”) of the transactions contemplated by the Agreement and Plan of Merger and Reorganization among ST Assembly Test Services Ltd, Camelot Merger, Inc. and ChipPAC, Inc. dated as of February 10, 2004. The Retention Benefits and Severance Benefits both will be fully subject to the terms of the ChipPAC, Inc. Employee Retention and Severance Plan (the “Plan”). Capitalized terms used and not otherwise defined herein have the meanings set forth in the Plan.

RECITALS
License Agreement • April 1st, 2002 • Chippac Inc • Semiconductors & related devices • California
WITNESSETH THAT:
BCC License Agreement • April 1st, 2002 • Chippac Inc • Semiconductors & related devices
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