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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 |
|