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AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT

Asset Purchase Agreement

AMENDMENT NO. 1 
TO 
ASSET PURCHASE AGREEMENT | Document Parties: LSI (THAI) LTD | LSI CORPORATION | STATS CHIPPAC (THAILAND) LIMITED | STATS CHIPPAC LTD You are currently viewing:
This Asset Purchase Agreement involves

LSI (THAI) LTD | LSI CORPORATION | STATS CHIPPAC (THAILAND) LIMITED | STATS CHIPPAC LTD

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Title: AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT
Date: 10/9/2007
Industry: Semiconductors     Sector: Technology

AMENDMENT NO. 1 
TO 
ASSET PURCHASE AGREEMENT, Parties: lsi (thai) ltd , lsi corporation , stats chippac (thailand) limited , stats chippac ltd
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Exhibit 2.2
AMENDMENT NO. 1
TO
ASSET PURCHASE AGREEMENT
among
STATS CHIPPAC (THAILAND) LIMITED.
and
STATS CHIPPAC LTD
and
LSI (THAI) LTD.
And
LSI CORPORATION
DATED 2 OCTOBER 2007

 


 
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 TO THE ASSET PURCHASE AGREEMENT (this “ Amendment ”) is made as of the 2th day of October 2007 by and among:
1.   STATS CHIPPAC (THAILAND) LIMITED. a corporation organized under the laws of the Kingdom of Thailand ( “Buyer” );
 
2.   STATS CHIPPAC LTD , a corporation organized under the laws of Singapore (“ Buyer Guarantor ”);
 
2.   LSI (THAI) LTD. , a corporation organized under the laws of the Kingdom of Thailand ( “Seller” ); and
 
4.   LSI CORPORATION , a corporation organized under the laws of Delaware, USA ( “Seller Guarantor” ).
Buyer, Buyer Guarantor, Seller and Seller Guarantor are hereinafter collectively referred to as the “Parties” and individually as a “Party” .
RECITALS:
A.   WHEREAS , the Parties entered into an Asset Purchase Agreement dated 25 July 2007 (the “ APA ”).
 
B.   WHEREAS , the Parties wish to make certain amendments to the APA as set out in this Amendment.
NOW THEREFORE , having regard to the above and based on the mutual promises and covenants contained herein, the Parties hereby enter into this Amendment and agree as follows:
1.   Definitions . Unless the context otherwise requires, capitalized terms used in this Amendment, including but not limited to the recitals and exhibits and schedules, but not otherwise defined herein shall have their respective meanings set forth in the APA, subject to any capitalized terms which are amended in this Amendment.
 
2.   Amendment to the APA . The Parties expressly amend the following Sections and Schedules in the APA:
  (i)   Section 4.2 . Section 4.2 of the APA is hereby supplemented by inserting the following new Section 4.2(f):
          “(f) The parties hereby agree that to the extent that the parties are required to convert the US$50,000,000 (Fifty Million United States Dollar) payment to be made by Buyer pursuant to Section 4.2(a)(i) on the Closing Date from US$ to Baht, the conversion rate to be used shall be the Bank of Thailand mid-rate quoted on 25

 


 
September 2007 of 34.21 Baht per US$. The parties hereby further agree that to the extent a notional conversion of the Purchase Price from US$ to Baht is required for the computation of any Tax that is payable by the parties, the parties hereby agree to use the conversion rate based on the Bank of Thailand mid-rate quoted on 25 September 2007 of 34.21 Baht per US$ for conversion of US$ to Baht.”
  (ii)   Schedule 2.2(m) (Excluded Assets (Identified Employees)) . Schedule 2.2(m) of the APA is hereby deleted in its entirety and replaced by a new Schedule 2.2(m) attached hereto.
 
  (iii)   Schedule 5.18 (Selected Contracts) . Schedule 5.18 of the APA is hereby amended as follows:
  (a)   Schedule 5.18 (Selected Contracts) . Reference in Schedule 5.18 of the APA to contract no. 1, ‘Laurier Inc c/o Fico Asia Bhd Londonderry, NH 03053 US (Lease Equipment Supplier)’ is hereby deleted in its entirety.
 
  (b)   Reference in Schedule 5.18 of the APA to contract no. 14, ‘Delat Design Singapore (consigned material from Supplier)’ is hereby deleted in its entirety and replaced by the following new contract no. 14:
                 
 
  No     Supplier Name     LSI Affiliate Signing  
 
14
    Malaysia Electronic Material (MEM) dated 1 June 2007     LSI Thai  
 
  (c)   Reference in Schedule 5.18 of the APA to contract no. 23, ‘Connected (TLM)’ is hereby deleted in its entirety.
 
  (d)   Reference in Schedule 5.18 of the APA to contract no. 34, ‘Advantest (ATE OEM)’ is hereby deleted in its entirety.
 
  (e)   Reference in Schedule 5.18 of the APA to contract no. 35, ‘Agilent / Avago (ATE OEM)’ is hereby deleted in its entirety.
 
  (f)   Reference in Schedule 5.18 of the APA to contract no. 36, ‘Teradyne (ATE OEM)’ is hereby deleted in its entirety.
  (iv)   Schedule 9.5 (Necessary Consents) . Schedule 9.5 of the APA is hereby amended as follows:
  (a)   Reference in Schedule 9.5 of the APA to contract no. 1, ‘L

 
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