SUBSIDIARY GUARANTEE AGREEMENT with respect to the of STATS CHIPPAC LTD. Dated as of July 19, 2005 GUARANTORS STATS CHIPPAC, INC. STATS HOLDINGS LIMITED STATS CHIPPAC TEST SERVICES, INC. STATS CHIPPAC (BARBADOS) LTD. CHIPPAC INTERNATIONAL COMPANY...
Exhibit 4.3
EXECUTION COPY
with respect to the
7.5% SENIOR NOTES DUE 2010
of
Dated as of July 19, 2005
GUARANTORS
STATS CHIPPAC, INC.
STATS HOLDINGS LIMITED
STATS HOLDINGS LIMITED
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 (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 MALAYSIA SDN. BHD.
SUBSIDIARY GUARANTEE AGREEMENT dated as of July 19, 2005 (this “Agreement”) made by STATS
ChipPAC, Inc., a Delaware corporation, STATS Holdings Limited, a corporation organized under the
laws of the British Virgin Islands, 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, 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 7.5% Senior Notes due 2010 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
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
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 U.S. 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 or person authorized by a resolution of
the Board of Directors 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 the 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
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the amounts that would have been payable in respect of such Notes or under the Note Guarantees 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
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this Agreement to the extent that, in such context, Additional Amounts are, were or would be
payable under the Indenture.
ARTICLE 3
MISCELLANEOUS
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 § 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
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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.
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
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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
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
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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.
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:
| STATS CHIPPAC, INC. |
||||
| By /s/ Xxxxxxx X. Xxxxxx | ||||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Vice President, Treasurer and Chief Financial Officer |
|||
| STATS CHIPPAC TEST SERVICES, INC. |
||||
| By /s/ Xxxxxxx X. Xxxxxx | ||||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Authorized Signatory | |||
| STATS HOLDINGS LIMITED |
||||
| By /s/ Xxxxxxx X. Xxxxxx | ||||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Authorized Signatory | |||
| STATS CHIPPAC (BARBADOS) LTD. |
||||
| By /s/ Xxxxxxx X. Xxxxxx | ||||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Authorized Signatory | |||
[Siganture Page to Subsidiary Guarantee Agreement]
| STATS CHIPPAC (BVI) LIMITED |
||||
| By /s/ Xxxxxxx X. Xxxxxx | ||||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Authorized Signatory | |||
| STATS CHIPPAC MALAYSIA SDN. BHD. |
||||
| By /s/ Xxxxxxx X. Xxxxxx | ||||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Authorized Signatory | |||
| CHIPPAC INTERNATIONAL COMPANY LIMITED |
||||
| By /s/ Xxxxxxx X. Xxxxxx | ||||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Authorized Signatory | |||
| CHIPPAC LUXEMBOURG S.A.R.L. |
||||
| By /s/ Xxxxxxx X. Xxxxxx | ||||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Authorized Signatory | |||
| CHIPPAC LIQUIDITY MANAGEMENT HUNGARY LIMITED LIABILITY COMPANY |
||||
| By /s/ Xxxxxxx X. Xxxxxx | ||||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Managing Director | |||
[Siganture Page to Subsidiary Guarantee Agreement]
TRUSTEE:
| U.S. BANK NATIONAL ASSOCIATION |
||||
| By /s/ Xxxxxxx X. Xxxxxxxx | ||||
| Name: | Xxxxxxx X. Xxxxxxxx | |||
| Title: | Vice President | |||
COMPANY:
| STATS CHIPPAC LTD. |
||||
| By /s/ Xxxxxxx X. Xxxxxx | ||||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Chief Financial Officer | |||
[Siganture 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 July 19, 2005 (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
