ASSET PURCHASE AGREEMENT

Exhibit 2.1

ASSET PURCHASE AGREEMENT

Dated as of July 25, 2007

Among

STATS CHIPPAC (THAILAND) LIMITED.

and

STATS CHIPPAC LTD

and

And

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS			1
1.1. Definitions			1
ARTICLE II PURCHASE AND SALE			7
2.1. Purchased Assets			7
2.2. Excluded Assets			9
2.3. No Assumption of Liabilities			9
2.4. Excluded Liabilities			9
2.5. Consent of Third Parties			10
2.6. Basis of Transfer			10
2.7. Transition Services Agreement			10
ARTICLE III PURCHASE PRICE			11
3.1. Purchase Price			11
3.2. Allocation of Purchase Price			11
ARTICLE IV CLOSING			11
4.1. Closing Date			11
4.2. Payment of Purchase Price			11
4.3. Buyer’s Additional Deliveries			12
4.4. Seller’s Deliveries			13
ARTICLE V REPRESENTATIONS AND WARRANTIES OF SELLER AND SELLER GUARANTOR			15
5.1. Organization of Seller			15
5.2. Subsidiaries and Investments			15
5.3. Authority of Seller			15
5.4. Financial Statements			16
5.5. Operations Since Balance Sheet Date			16
5.6. No Undisclosed Liabilities			17
5.7. Taxes			17
5.8. Assets			17
5.9. Governmental Permits			17
5.10. Real Property			18
5.11. Condemnation			18
5.12. Personal Property			18
5.13. Personal Property Leases			18
5.14. Title to Property			18
5.15. Employees and Related Agreements			18
5.16. Employee Relations			19
5.17. Contracts			19
5.18. Status of Contracts			19
5.19. No Violation, Litigation or Regulatory Action			20
5.20. Environmental Matters			21
5.21. Insurance			21
5.22. Suppliers			21

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TABLE OF CONTENTS
(continued)

		Page
5.23 Intellectual Property			21
5.24 Disclosure			21
5.25 Updating to Closing			21
5A Seller Guarantor’s Representations And Warranties			21
ARTICLE VI REPRESENTATIONS AND WARRANTIES OF BUYER AND BUYER GUARANTOR ISSUER			22
6.1. Buyer’s Representations and Warranties			22
6.2. Buyer Guarantor’s Representations and Warranties			23
ARTICLE VII ACTION PRIOR TO THE CLOSING DATE			24
7.1. Investigation of Seller by Buyer			24
7.2. Preserve Accuracy of Representations and Warranties			24
7.3. Consents of Third Parties; Governmental Approvals			24
7.4. Operations Prior to the Closing Date			25
7.5. Notification by Seller of Certain Matters			26
7.6. Insurance			26
ARTICLE VIII ADDITIONAL AGREEMENTS			26
8.1. Covenant Not to Compete or Solicit Business			26
8.2. Taxes			27
8.3. Discharge of Seller’s Liabilities			27
8.4. Employees			27
8.5 Seller Guarantor’s Gurantee			29
8.6 Buyer Guarantor’s Guarantee			30
8.7 Royalty Free License			32
ARTICLE IX CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER			32
9.1. No Misrepresentation or Breach of Covenants and Warranties — Seller			32
9.2. No Changes or Destruction of Property			33
9.3. No Restraint or Litigation			33
9.4. Necessary Approvals			33
9.5. Necessary Consents			33
9.6 General Purchase Agreement			33
9.7 No Misrepresentation or Breach of Covenants and Warrants — Seller Guarantor			33
ARTICLE X CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER			33
10.1. No Misrepresentation or Breach of Covenants and Warranties — Buyer			33
10.2. No Restraint or Litigation			34
10.3. Necessary Approvals			34
10.4. No Misrepresentation or Breach of Covenants and Warranties — Buyer Guarantor			34
ARTICLE XI INDEMNIFICATION			34
11.1. Indemnification by Seller			34
11.2. Indemnification by Buyer			35

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TABLE OF CONTENTS
(continued)

		Page
11.3. Time Limitations			35
11.4. Limitations on Amount — Seller			36
11.5. Limitation on Amount — Buyer			36
11.6. Notice of Claims			37
11.7. Third Person Claims			37
11.8. Exclusion of Certain Losses			38
11.9. Exclusive Remedy			38
11.10. No Extraordinary Damages			39
11.11. Related Agreements			39
ARTICLE XII TERMINATION			39
12.1. Termination			39
12.2. Notice of Termination			39
12.3. Effect of Termination			39
ARTICLE XIII GENERAL PROVISIONS			40
13.1. Survival of Obligations			40
13.2. Confidential Nature of Information			40
13.3. No Public Announcement			40
13.4. Notices			40
13.5. Successors and Assigns			44
13.6. Access to Records after Closing			44
13.7. Entire Agreement; Amendments			45
13.8. Interpretation			45
13.9. Waivers			45
13.10. Expenses			45
13.11. Partial Invalidity			45
13.12. Execution in Counterparts			46
13.13. Further Assurances			46
13.14. Governing Law and Submission to Jurisdiction			46
13.15. Arbitration			46
13.16. No Shop			47
Signature Page			48
EXHIBITS
Exhibit A            Form of Transition Services Agreement			50
Exhibit B            Form of Promissory Note			51
Exhibit C            Form of Buyer’s Counsel Opinion			52
Exhibit D            Schedule of Amendments -Thailand Factory, to be attached to the General Purchase Agreement			53
Exhibit E            Form of Seller’s Counsel Opinion			54

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TABLE OF CONTENTS
(continued)

		Page
SCHEDULES			55

Schedule 2.1(h)		Purchased Assets (Software Licences)
Schedule 2.2(m)		Excluded Assets (Identified Employees)
Schedule 3.2		Allocation of Purchase Price
Schedule 4.2		Bank Account
Schedule 5.2		Subsidiaries and Investments
Schedule 5.5(A) & (B)		Operations Since Balance Sheet Date
Schedule 5.9		Governmental Permits
Schedule 5.10		Real Property
Schedule 5.12		Personal Property
Schedule 5.13		Personal Property Leases
Schedule 5.15		Employees and Related Agreements
Schedule 5.16		Employee Relations
Schedule 5.17		Contracts
Schedule 5.18		Selected Contracts
Schedule 5.19		No Violation, Litigation or Regulatory Action
Schedule 5.20		Environmental Matters
Schedule 5.21		Insurance
Schedule 5.22		Suppliers
Schedule 9.4		Necessary Approvals
Schedule 9.5		Necessary Consents

 -iv-

ASSET PURCHASE AGREEMENT

      ASSET PURCHASE AGREEMENT , dated as of July 25, 2007 (this “ Agreement ” ) among, STATS CHIPPAC (THAILAND) LIMITED. a corporation organized under the laws of the Kingdom of Thailand ( “Buyer” ), STATS CHIPPAC LTD , a corporation organized under the laws of Singapore ( “Buyer Guarantor” ), LSI (THAI) LTD. , a corporation organized under the laws of the Kingdom of Thailand ( “ Seller ” ) and LSI CORPORATION , a corporation organized under the laws of Delaware, USA ( “Seller Guarantor” ).

      WHEREAS , Seller is, engaged in the business of semiconductor assembly, testing and packaging at its factory and warehouse located at 101/32-33 Navanakorn Industrial Estate; KM 46, Paholyothin Road, Klong 1; Klongluang, Pathumthani 12120; Thailand (the “Business” );

      WHEREAS , Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, substantially all of the assets, properties and business of Seller, all on the terms and subject to the conditions set forth herein;

      WHEREAS , Seller Guarantor and Buyer Guarantor are the holding companies of Seller and Buyer respectively, and are entering into this Agreement for the sole purpose of guaranteeing the performance by Seller and Buyer respectively of certain of their obligations as described under this Agreement.

      NOW, THEREFORE , in consideration of the mutual covenants and agreements hereinafter set forth, it is hereby agreed among Seller, Buyer, Seller Guarantor and Buyer Guarantor as follows:

ARTICLE I

DEFINITIONS

      1.1. Definitions . In this Agreement, the following terms have the meanings specified or referred to in this Section 1.1 and shall be equally applicable to both the singular and plural forms. Any agreement referred to below shall mean such agreement as amended, supplemented and modified from time to time to the extent permitted by the applicable provisions thereof and by this Agreement.

      “ Affiliate ” means, with respect to any Person, any other Person which directly or indirectly controls, is controlled by or is under common control with such Person.

      “ Agreed Form ” means in relation to any document, such document in the terms agreed between Seller and Buyer prior to Closing.

      “ Agreement ” means this Agreement as amended from time to time.

      “ Audited Financial Statements ” has the meaning specified in Section 5.4 .

      “ Balance Sheet ” has the meaning specified in Section 5.4 .

      “ Balance Sheet Date ” means 30 June, 2007.

      “ Building Permits ” means the building permits granted to Seller in its current or previous name as follows: No. 242/2535, No. 54/2539,No. 153/2540, No. 4/2542 and No. 19/2544.

      “ Business ” has the meaning specified in the first WHEREAS clause.

      “ Business Day ” means a day, other than Saturday and Sunday, on which banks in Thailand, Singapore and New York are open for business.

      “ Buyer ” has the meaning specified in the first paragraph of this Agreement.

      “ Buyer Agreed Changes ” has the meaning specified in Section 9.1 .

      “ Buyer Ancillary Agreements ” means all agreements, instruments and documents being or to be executed and delivered by Buyer under this Agreement or in connection herewith.

      “ Buyer’s Counsel ” means the duly qualified Thai law firm of Bangkok International Associates.

      “ Buyer Guarantor ” has the meaning specified in the first paragraph of this Agreement.

      “ Buyer Specified Claims ” has the meaning specified in Section 11.3 .

      “ Claim Notice ” has the meaning specified in Section 11.6(a) .

      “ Closing ” means the closing of the transfer of the Purchased Assets from Seller to Buyer and the other matters contemplated under ARTICLE IV .

      “ Closing Date ” has the meaning specified in Section 4.1 .

      “ Contaminant ” means any waste, pollutant, hazardous or toxic substance or waste, petroleum, petroleum-based substance or waste, special waste, or any constituent of any such substance or waste.

      “ Court Order ” means any judgment, order, award or decree of any applicable state, local or other court or tribunal and any award in any arbitration proceeding.

      “ Cut-off Date ” has the meaning specified in Section 11.3(a) .

      “ Encumbrance ” means any lien, claim, charge, security interest, mortgage, pledge, easement, conditional sale or other title retention agreement, defect in title, covenant or other restrictions of any kind.

      “ Environmental Encumbrance ” means an Encumbrance in favor of any Governmental Body for (i) any liability under any Environmental Law, or (ii) damages arising from, or costs incurred by such Governmental Body in response to, a Release or threatened Release of a Contaminant into the environment.

      “ Environmental Law ” means all Requirements of Laws derived from or relating to all state and local laws or regulations relating to or addressing the environment, health or safety in the Kingdom of Thailand.

      “ Excluded Assets ” has the meaning specified in Section 2.2 .

      “ Excluded Liabilities ” has the meaning specified in Section 2.4 .

      “ Expenses ” means any and all expenses incurred in connection with investigating, defending or asserting any claim, action, suit or proceeding incident to any matter indemnified against hereunder (including, without limitation, court filing fees, court costs, arbitration fees or costs, witness fees, and reasonable fees and disbursements of legal counsel, investigators, expert witnesses, consultants, accountants and other professionals).

      “ General Purchase Agreement ” means that certain general purchase agreement to be entered into between Seller, Buyer, Seller Guarantor and Buyer Guarantor on the Closing Date based on the annexure titled “Schedule of Amendments -Thailand Factory, attached hereto as Exhibit D .

      “ Governmental Body ” means any federal, state, local or other governmental authority or regulatory body of the Kingdom of Thailand in respect of Seller and Buyer, Singapore in respect of Buyer Guarantor and the United States of America and the state of Delaware and other states of the United States of America where Seller Guarantor does business in respect of Seller Guarantor.

      “ Governmental Permits ” has the meaning specified in Section 5.9(a) .

      “ Identified Employees ” has the meaning specified in Section 2.2(m) .

      “ Indemnifying Party ” has the meaning specified in Section 11.6(a) .

      “ Indemnified Party ” has the meaning specified in Section 11.6(a) .

     “ Intellectual Property ” means trade marks, service marks, trade names, logos, get-up, patents, inventions, registered and unregistered design rights, copyrights, semi-conductor topography rights, database rights and all other similar rights in any part of the world (including Know-how) including, without limitation, where such rights are obtained or

enhanced by registration, any registration of such rights and applications and rights to apply for such registrations.

     “ Know-how ” means confidential industrial and commercial information and techniques in any form including, without limitation, drawings, formulae, test results, reports, project reports and testing procedures, instruction and training manuals, tables of operating conditions, market forecasts, lists and particulars of customers and suppliers.

      “ Key Contracts ” has the meaning specified in Section 9.5 .

      “ Knowledge ” of a particular fact or other matter means that in the case of a Person other than an individual, any individual who is serving as a director or officer of such Person (or in a similar capacity), who is aware of such fact or other matter after making due and careful enquiries.

      “ Last Instalment ” has the meaning specified in Section 4.2(a)(ii) .

      “ Losses ” means any and all losses, costs, obligations, liabilities, settlement payments, awards, judgments, fines, penalties, damages, expenses, deficiencies or other charges.

      “ Owned Real Property ” has the meaning specified in Section 5.10 .

      “ Payment Obligation ” has the meaning specified in Section 8.6(a) .

      “ Permitted Encumbrances ” means (a) liens for taxes and other governmental charges and assessments which are not yet due and payable as at the Closing Date, (b) liens of landlords and liens of carriers, warehousemen, mechanics and materialmen and other like liens arising in the ordinary course of business for sums not yet due and payable as at the Closing Date, (c) restrictions arising under applicable zoning and other land use laws that do not, individually or in the aggregate, have a material adverse effect on the ownership, present use or occupancy of the property subject thereto, (d) defects, easements, rights of way, restrictions, covenants, claims, subleases or similar items relating to real property that do not, individually or in the aggregate, have a material adverse effect on the ownership, present use or occupancy of the real property subject thereto, and (e) other liens or imperfections on property which are not material in amount or do not materially detract from the value of or materially impair the existing use of the property affected by such lien or imperfection.

      “ Person ” means any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization or Governmental Body.

      “ Personal Property ” has the meaning specified in Section 5.12 .

      “ Promissory Note ” has the meaning specified in Section 4.2(a)(ii) .

      “ Purchase Price ” has the meaning specified in Section 3.1 .

      “ Purchased Assets ” has the meaning specified in Section 2.1 .

      “ Quality Standard Certificates ” means the following quality standard certificates or awards issued to Seller in its current or former name:

Date/validity period		Issuing Authority		To whom issued		General nature
15 January 2007 – 14 January 2010		SGA		Agere System Microelectronic (Thai) Co., Ltd		ISO 9001:2000 For package development and assembly of integrated circuit products
14 January 2007 – 13 January 2010		SGA		Agere System Microelectronic (Thai) Co., Ltd		ISO/TS 16949:2002 For package development and assembly of integrated circuit products excluding product design

      “ Real Property Withholding Tax ” has the meaning specified in Section 4.2(c) .

      “ Related Agreements ” means the Promissory Note, the General Purchase Agreement, the Transition Services Agreement, the Transfer of Employment Agreements, in the case of each Transferred Employee and the novation or assignment agreements, in relation to each Selected Agreement to which Seller is a party that is to be novated or assigned to Buyer.

      “ Remaining Employees ” has the meaning specified in Section 2.2(m) .

      “ Release ” means release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration of a Contaminant into the indoor or outdoor environment or into or out of any Tangible Property, including the movement of Contaminants through or in the air, soil, surface water, groundwater or Tangible Property.

      “ Remedial Action ” means actions required to (i) clean up, remove, treat or in any other way address Contaminants in the indoor or outdoor environment; (ii) prevent the Release or threatened Release or minimize the further Release of Contaminants or (iii) investigate and determine if a remedial response is needed and to design such a response and post-remedial investigation, monitoring, operation and maintenance and care.

      “ Requirements of Laws ” means any federal, state and local laws, statutes, regulations, rules, codes or ordinances enacted, adopted, issued or promulgated by any Governmental Body (including, without limitation, those pertaining to electrical, building, zoning, environmental and occupational safety and health requirements) or where applicable, common law.

      “ Selected Agreements ” has the meaning specified in Section 5.18 .

      “ Seller ” has the meaning specified in the first paragraph of this Agreement.

      “ Seller Agreed Changes ” has the meaning specified in Section 10.1 .

      “ Seller Agreements ” has the meaning specified in Section 5.17 .

      “ Seller Ancillary Agreements ” means all agreements, instruments and documents being or to be executed and delivered by Seller under this Agreement or in connection herewith.

      “ Seller-borne Bonus Payments ” has the meaning specified in Section 8.4(e) .

      “ Seller’s Counsel ” means the duly qualified Thai law firm of Chandler & Thong-Ek.

      “ Seller Guarantor ” has the meaning specified in the first paragraph of this Agreement.

      “ Seller Specified Claims ” has the meaning specified in Section 11.3(b) .

      “ Software ” means computer software programs and software systems, including, without limitation, all databases, compilations, tool sets, compilers, higher level or “proprietary” languages, related documentation and materials, whether in source code, object code or human readable form.

      “ Supply Chain Management Materials ” means the supply chain management slides as at July 2007, a copy of which has been delivered by Seller to Buyer;

      “ Tangible Property ” means any real or personal property, spare parts, plant, building, facility, structure, underground storage tank, equipment or unit, or other asset owned by Seller and used in the Business and forming part of the Purchased Assets.

      “ Tax ” means any state, local or foreign net income, alternative or add-on minimum, gross income, gross receipts, property, sales, use, transfer, value added, documentary stamp, gains, license, excise, employment, payroll, withholding or minimum tax, or any other tax custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or any penalty, addition to tax or additional amount imposed by any Governmental Body.

      “ Tax Return ” means any return, report or similar statement required to be filed with respect to any Taxes (including any attached schedules), including, without limitation, any information return, claim for refund, amended return and declaration of estimated Tax.

      “ Thai Baht ” or “ Baht ” means the lawful currency of Thailand.

      “ Transferred Employees ” has the meaning specified in Section 8.4 .

      “ Transferred Employees Bonus Payments ” has the meaning specified in Section 8.4(e) .

     “ Transfer of Employment Agreement ” means a Transfer of Employment Agreement to be executed by Seller, Buyer and each Transferred Employee, in the Agreed Form and “ Transfer of Employment Agreements ” means all such Agreements.

      “ Transition Services Agreement ” means that certain transition services agreement to be entered into between Buyer and Seller or Seller’s designated Affiliate in substantially the form attached hereto as Exhibit A on the Closing Date.

      “ US Dollars ” or “ US$ ” or “ $ ” means United States dollars, the lawful currency of the United States of America.

ARTICLE II

PURCHASE AND SALE

      2.1. Purchased Assets . Upon the terms and subject to the conditions of this Agreement, on the Closing Date, Seller shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of all Encumbrances (except for Permitted Encumbrances), substantially all of the Business and substantially all of the assets and properties owned by Seller of every kind and description, wherever located, real, personal or mixed, tangible or intangible, used primarily in connection with the Business (herein collectively called the “ Purchased Assets ” ), including, without limitation, all right, title and interest of Seller in, to and under:

          (a) all raw materials, supplies, work-in-process and other materials included in the inventory of the Business as listed in the Supply Chain Management Materials subject to ordinary course of business fluctuations;

          (b) the Owned Real Property listed in Schedule 5.10;

          (c) the Tangible Property, including without limitation the machinery, equipment, vehicles, furniture and other personal property listed or referred to in Schedule 5.12;

          (d) the personal property leases listed in Schedule 5.13;

          (e) the Selected Agreements listed or described in Schedule 5.18;

          (f) all of Seller’s rights, claims or causes of action against third parties relating to the Purchased Assets arising out of transactions occurring prior to the Closing Date;

          (g) all books and records (including all data and other information stored on discs, tapes or other media) of Seller relating to the Purchased Assets; and

          (h) Software licence listed in Schedule 2.1(h); and

          (i) Seller’s interest in and to all telephone, telex and telephone facsimile numbers and other directory listings allocated or relating to the Owned Real Property.

      2.2. Excluded Assets . Notwithstanding the provisions of Section 2.1 , the Purchased Assets shall not include the following (herein referred to as the “ Excluded Assets ” ):

          (a) all cash, bank deposits and cash equivalents;

          (b) the name “LSI” or any related or similar trade names, trademarks, service marks or logos to the extent the same incorporate the name “LSI” or any variation thereof;

          (c) any contracts or agreements related to the sale of products by Seller to its customers;

          (d) all accounts receivable in the name of Seller (including but not limited to any accounts receivable payable from any Affiliate or other Person related to Seller);

          (e) (i) any semiconductor die or wafer located at the Owned Real Property (whether owned by, or consigned to, Seller); (ii) any OEM packages that Seller purchases from other suppliers; and (iii) any other materials that have been consigned to Seller and are not owned by Seller;

          (f) any and all shares of or other equity interests in LSI Investments Pte Ltd.;

          (g) any loans payable to Seller (including but not limited to any loans or other debt payments payable to Seller from any Affiliate or other Person related to Seller as well as accounts payable in the name of Seller);

          (h) Seller’s rights, claims or causes of action against third parties relating to the assets, properties, business or operations of Seller which may arise in connection with the Excluded Assets or the discharge by Seller of the Excluded Liabilities;

          (i) all contracts of insurance;

          (j) all corporate minute books and stock transfer books and the corporate seal of Seller;

          (k) save as expressly provided in Section 8.4 , Seller’s employee benefit agreements, plans or arrangements listed in Schedule 5.15 or otherwise maintained by Seller on behalf of persons employed by Seller;

          (l) all refunds of any Tax for which Seller is liable pursuant to Section 8.2;

          (m) (i) employees in the Product Database Organisation and Accounts Payable Group, whose names are listed in Schedule 2.2(m) (the “ Identified Employees ” ) and (ii) any other employees who do not become employees of Buyer after the Closing Date (together with the Identified Employees, the “ Remaining Employees ” );

          (n) Computers, laptops and office furniture used by the Identified Employees in their course of work;

          (o) Save in relation to any Selected Agreements that are novated or assigned to Buyer pursuant to the terms of this Agreement, any right to use any third party-owned assets and Intellectual Property that are utilized in the Business;

          (p) any corporate activities or other centralized functions provided by Seller Guarantor or any other Seller’s Affiliate including, but not limited to, human resources and legal support; and

          (q) any other assets that are expressly provided in this Agreement as being excluded from the sale and purchase of the Business to Buyer.

      2.3. No Assumption of Liabilities .

          (a) Seller acknowledges, agrees and confirms that Buyer shall not assume or have any liability in respect of the Business, save and except for:

     (i) any obligations assumed by Buyer arising from the novation of any Selected Agreement to which Buyer is a party;

     (ii) any value added Tax payments as described in Section 4.2(b) and any liabilities in respect of Taxes for which Buyer is liable pursuant to Section 8.2;

     (iii) any obligations assumed by Buyer under any contract of employment entered into between Buyer and any Transferred Employee or under any Transfer of Employment Agreement entered into between Seller, Buyer and any Transferred Employee;

     (iv) any other liabilities that Buyer expressly assumes under this Agreement; and

     (v) any costs and expenses incurred by Buyer incident to its negotiation and preparation of this Agreement.

      2.4. Excluded Liabilities . In furtherance of the agreement set out in Section 2.3 and for the avoidance of doubt, Buyer shall not assume or be obligated to pay, perform or otherwise discharge any liability or obligation of Seller, direct or indirect, known or unknown, absolute or contingent, (all such liabilities and obligations not being assumed being herein called the “ Excluded Liabilities ” ) including without limitation, the following:

          (a) Real Property Withholding Tax and any liabilities in respect of Taxes for which Seller is liable pursuant to Section 8.2;

          (b) any intercompany payables and other liabilities or obligations of Seller or any of its Affiliates;

          (c) any other liabilities that Seller expressly assumes under this Agreement;

          (d) any costs and expenses incurred by Seller incident to its negotiation and preparation of this Agreement;

          (e) any liabilities or obligations in respect of any Excluded Assets;

          (f) any liabilities in respect of the claims or proceedings described in Schedule 5.19;

          (g) any liabilities and obligations related to, associated with or arising out of (i) the occupancy, operation, use or control of any of the Tangible Property on or prior to the Closing Date or (ii) the operation of the Business on or prior to the Closing Date, including without limitation in each case incurred or imposed by any Environmental Law (including, without limitation, any Release of any Contaminant on, at or from (1) the Tangible Property, including, without limitation, all facilities, improvements, structures and equipment thereon, surface water thereon or adjacent thereto and soil or groundwater thereunder, or any conditions whatsoever on, under or in the vicinity of such real property) or (2) any real property or facility owned by a third Person to which Contaminants generated by the Business were sent prior to the Closing Date);

          (h) any product liability or claims for injury to person or property, regardless of when made or asserted, relating to products manufactured, distributed or sold by Seller or services performed by Seller on or prior to the Closing Date; or

          (i) any recalls on or after the Closing Date mandated by any Governmental Body of the products manufactured, distributed or sold by Seller on or prior to the Closing Date.

      2.5. Consent of Third Parties . Notwithstanding anything to the contrary herein, this Agreement shall not constitute an agreement to assign or transfer any Selected Agreement or any claim, right or benefit arising thereunder or resulting therefrom if any assignment or transfer or an attempt to make such an assignment or transfer without the consent of a third party could constitute a breach or violation thereof or may adversely affect the rights of Buyer or Seller. Any transfer and assignment to Buyer by Seller of any interest under any such Selected Agreement that requires the consent of a third party shall be made subject to such consent or approval being obtained.

      2.6 Basis of Transfer . Buyer may wish to treat the sale and transfer of the Purchased Assets hereunder as a going concern basis for Tax purposes in Thailand. In connection with the foregoing and to the extent permitted by Requirements of Laws and so long as it is not against the interests of Seller, in the event that there are any requests and/or inquiries from any Tax authority in Thailand, Seller will use its reasonable endeavours to cooperate with Buyer to provide all necessary information and assistance required by such Tax authority upon being requested to do so by Buyer.

      2.7 Transition Services Agreement . Seller and Buyer shall in good faith discuss and agree before Closing, the types and levels of services (if any) to be provided by each other as well as the fees and charges therefor to be included in the Transition Services Agreement, which services shall include, without limitation, the following:-

          (a) the manner in which raw materials consigned to Seller will be made available to Buyer to enable Buyer to operate and run the Business following Closing;

          (b) the continued provision following Closing of third party-owned or licensed Intellectual Property as presently used for the purposes of the Business which cannot be licensed or transferred to Buyer; or

          (c) office facilities and connectivity for the Remaining Employees.

ARTICLE III

PURCHASE PRICE

      3.1. Purchase Price . The purchase price for the Purchased Assets (the “ Purchase Price ” ) shall be US$100,000,000 (One Hundred Million United States Dollars).

      3.2. Allocation of Purchase Price . The parties agree to allocate the aggregate of the Purchase Price among the Purchased Assets, as set forth in Schedule 3.2 .

ARTICLE IV

CLOSING

      4.1. Closing Date . The Closing shall be consummated on 2 October 2007, or such later date as may be agreed upon by Buyer and Seller after the conditions set forth in ARTICLES IX and X have been satisfied or waived, at the offices of Chandler and Thong-Ek Law Offices Limited, or at such other place or at such other time as shall be agreed upon by Buyer and Seller. The date on which the Closing is actually held is referred to herein as the “ Closing Date ” .

      4.2. Payment of Purchase Price .

          (a) Subject to fulfilment or waiver of the conditions set forth in ARTICLE IX, at Closing, Buyer shall:

     (i) pay Seller an amount equal to US$50,000,000 (Fifty Million United States Dollars) by wire transfer of immediately available funds to the account specified in Schedule 4.2 on the Closing Date; and

     (ii) execute and deliver to Seller a promissory note governed by the laws of Thailand in the form attached here to as Exhibit B in the amount of US$50,000,000 (Fifty Million United States Dollars) as adjusted pursuant to Section 4.2(d) and the Promissory Note; which shall be due and payable in four annual instalments as follows: (w) the first instalment in the amount of US$20,000,000 (Twenty Million United States Dollars) shall be due and

payable on the date falling 12 months after the Closing, and (x) the second and third instalments in the amount of US$10,000,000 (Ten Million United States Dollars) each shall be due and payable on the dates falling 24 and 36 months after the Closing, and (y) the last instalment (the “ Last Instalment ”) in the amount of US$10,000,000 (Ten Million United States Dollars) less the adjustments set out in Section 4.2(d) shall be due and payable on the date falling 48 months after Closing, and (z) interest on all outstanding principal amounts under the Promissory Note shall be calculated at the rate of 6% per annum and payable annually on the dates falling 12, 24, 36 and 48 months after Closing (the “ Promissory Note ”).

          (b) Buyer shall make any required value added Tax payments required with regard to the Purchase Price in respect of the Personal Property comprising part of the Tangible Property subject to Seller issuing to Buyer a value added Tax invoice and receipt in proper form and shall pay Seller the Purchase Price net of any such withholding.

          (c) Seller shall be responsible for all Taxes related to the sale of the Owned Real Property and any buildings, factories and other structures thereon, including any withholding Tax applicable to the sale price of such assets which shall be withheld by Buyer from the Purchase Price in accordance with Section 4.2(d)(i) and paid to the relevant Thai Tax authority on behalf of Seller (the “ Real Property Withholding Tax ”).

          (d) Notwithstanding anything to the contrary in this Agreement, the Parties agree that the following amounts shall be deducted from the Last Instalment:

          (i) the aggregate amount of the Real Property Withholding Tax; and

          (ii) the sum equal to Seller-borne Bonus Payments.

          The Purchase Price shall accordingly be reduced by the aggregate amounts described in paragraphs (i) and (ii) above, and further subject to such adjustments as contemplated in or provided for in the Promissory Note and/or the General Purchase Agreement.

          (e) If required by applicable Requirements of Laws, any withholding Tax applicable to or payable on the interest on all outstanding principal amounts under the Promissory Note shall be withheld by Buyer from such interest payment and paid to the relevant Thai Tax authority on behalf of Seller, and the balance interest payment amounts paid to Seller.

      4.3. Buyer’s Additional Deliveries . Subject to fulfilment or waiver of the conditions set forth in ARTICLE IX , at Closing, Buyer shall deliver to Seller all the following:

          (a) Copies of Buyer’s articles of association, memorandum of association and the registrar’s certificate of good standing, certified as true copies by any authorized director of Buyer;

          (b) Certificate of any duly authorized director of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to Seller, confirming that (i) no amendments to the memorandum and articles of association of Buyer have been made since a specified date; (ii) the resolutions of the board of directors of Buyer authorizing the execution

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and performance of this Agreement, the Promissory Note, Buyer Ancillary Agreements and the transactions contemplated hereby and thereby have been duly passed; and (iii) the incumbency and signatures of the representatives of Buyer executing this Agreement, the Promissory Note and any Buyer Ancillary Agreement are valid and binding on Buyer;

          (c) Certificate of any duly authorized director of Buyer Guarantor, dated the Closing Date, in form and substance reasonably satisfactory to Seller, attaching copies of Buyer Guarantor’s memorandum and articles of association certified as true copies by such director and confirming that (i) no amendments to the memorandum and articles of association of Buyer Guarantor have been made since a specified date; (ii) the resolutions of the board of directors of Buyer Guarantor authorizing the execution and performance of this Agreement and the General Purchase Agreement and the transactions contemplated hereby and thereby have been duly passed; and (iii) the incumbency and signatures of the representatives of Buyer Guarantor executing this Agreement, the General Purchase Agreement and any other documents delivered in connection therewith are valid and binding on Buyer Guarantor;

          (d) The Promissory Note duly executed by Buyer;

          (e) Opinion from Buyer’s Counsel substantially in the form attached hereto as EXHIBIT C;

          (f) The certificate contemplated by Section 10.1, duly executed by any authorized director of Buyer;

          (g) The certificate contemplated by Section 10.4, duly executed by any authorized director of Buyer Guarantor;

          (h) The General Purchase Agreement duly executed by Buyer and Buyer Guarantor; and

          (i) The Transition Services Agreement duly executed by Buyer.

      4.4. Seller’s Deliveries . Subject to fulfilment or waiver of the conditions set forth in ARTICLE X , at Closing, Seller shall deliver to Buyer all the following:

          (a) Copies of the articles of association and memorandum of association of Seller and the registrar’s certificate of good standing certified as true copies by any authorized director of Seller;

          (b) Certificate of any duly authorized director of Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, confirming that (i) no amendments to the memorandum and articles of association of Seller have been made since a specified date; (ii) the resolutions of the board of directors of Seller and of the shareholder of Seller authorizing the execution and performance of this Agreement, Seller Ancillary Agreement, and the transactions contemplated hereby and thereby have been passed; and (iii) the incumbency and signatures of the representatives of Seller executing this Agreement and any Seller Ancillary Agreement are valid and binding on Seller;

          (c) Certificate of any duly authorized director of Seller Guarantor, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, (i) attaching (1) a true and complete copy of the certificate of incorporation of Seller Guarantor, together with all amendments thereto, certified by the Secretary of State of the State of Delaware; (2) a true and

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complete copy of the by-laws of Seller Guarantor, together with all amendments thereto, certified as a true copy by such director of Seller Guarantor, and (3) the original long-form good standing certificate from the Secretary of State of the State of Delaware dated not more that 30 days prior to Closing and a bring-down good standing certificate from the Secretary of State of the State of Delaware dated not more than five days prior to Closing, and (ii) certifying that (1) no amendments to the articles of incorporation and by-laws of Seller Guarantor have been made since a specified date; (2) the resolutions of the board of directors of Seller Guarantor and of the shareholder of Seller Guarantor authorizing the execution and performance of this Agreement and the transactions contemplated hereby and thereby have been duly passed; and (3) the incumbency and signatures of the representatives of Seller Guarantor executing this Agreement, the General Purchase Agreement and any other documents delivered in connection herewith are valid and binding on Seller Guarantor;

          (d) Opinion from Seller’s Counsel substantially in the form attached hereto as Exhibit E;

          (e) Certificates of title (or like documents) and transfer documents with respect to any vehicles or other equipment included in the Purchased Assets for which a certificate of title is required in order to transfer title;

          (f) The General Purchase Agreement duly executed by Seller and Seller Guarantor;

          (g) The Transition Services Agreement duly executed by Seller;

          (h) The certificates contemplated by Sections 9.1 and 9.2, duly executed by the authorized officer of Seller;

          (i) The certificate contemplated by Section 9.7, duly executed by any authorised director of Seller Guarantor;

          (j) Documents such as powers of attorney, land title deeds, certificates and other documents necessary to effect the transfer of title to each of the parcels of Owned Real Property, duly executed by Seller and in form and substance reasonably satisfactory to Buyer; and

          (k) Such other bills of sale, assignments and other instruments of transfer or conveyance as Buyer may reasonably request or as may be otherwise necessary to effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets.

In addition to the above deliveries, Seller shall take all steps and actions as Buyer may reasonably request or as may otherwise be necessary to put Buyer in actual possession or control of the Purchased Assets.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF SELLER AND SELLER GUARANTOR

     As an inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, as at the date hereof, Seller represents and warrants to Buyer and agrees as follows:

      5.1. Organization of Seller . Seller is a corporation duly organized, validly existing and in good standing under the laws of the Kingdom of Thailand. No other jurisdiction has demanded, requested or otherwise indicated that Seller is required so to qualify on account of the ownership or leasing of the Purchased Assets or the conduct of the Business. Seller has full power and authority to own or lease and to operate and use the Purchased Assets and to carry on the Business as now conducted.

     True and complete copies of the articles of association and memorandum of association, the registrar’s affidavit of good standing and all amendments thereto of Seller have been delivered to Buyer.

     Seller is a wholly-owned indirect subsidiary of Seller Guarantor.

      5.2. Subsidiaries and Investments . Except as set forth in Schedule 5.2 , Seller does not, directly or indirectly, (i) own, of record or beneficially, any outstanding voting securities or other equity interests in any corporation, partnership, joint venture or other entity which is involved in or relates to the Business or (ii) control any corporation, partnership, joint venture or other entity which is involved in or relates to the Business.

      5.3. Authority of Seller .

          (a) Seller has full power and authority to execute, deliver and perform this Agreement and all of Seller Ancillary Agreements. The execution, delivery and performance of this Agreement and Seller Ancillary Agreements by Seller have been duly authorized and approved by Seller’s board of directors and do not require any further authorization or consent of Seller or its shareholder. This Agreement has been duly authorized, executed and delivered by Seller and is the legal, valid and binding obligation of Seller enforceable in accordance with its terms, and each of Seller Ancillary Agreements has been duly authorized by Seller and upon execution and delivery by Seller will be a legal, valid and binding obligation of Seller enforceable in accordance with its terms.

          (b) Neither the execution and delivery of this Agreement or any of Seller Ancillary Agreements or the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfilment of the terms, conditions and provisions hereof or thereof will conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Encumbrance upon any of the Purchased Assets, under (i) the memorandum of association or articles of association of Seller, (ii) any other material note, instrument, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which Seller is a party relating to any of the Purchased Assets, (iii) any Court Order to which Seller is a party or any of the Purchased Assets is subject or by which Seller is bound, or (iv) any Requirements of Laws affecting Seller or the Purchased Assets.

      5.4. Financial Statements . Seller has delivered to Buyer (i) the audited balance sheets of Seller as of September 30, 2006 and the related statements of income and cash flows for the periods then ended, together with the appropriate notes to such financial statements (the “ Audited Financial Statements ” ), and (ii) the unaudited balance sheet of Seller and the related statements of income and cash flows for the period ended on the Balance Sheet Date (the “ Balance Sheet ” ). Except as set forth in the notes thereto, (x) the Audited Financial Statements have been prepared in conformity with Thai generally accepted accounting principles consistently applied, and (y) the Audited Financial Statements present fairly the financial position and results of operations of Seller as of September 30, 2006 and (z) the Balance Sheet has been prepared in all material respects on a basis consistent with US generally accepted accounting principles subject to normal year-end audit adjustments.

      5.5. Operations Since Balance Sheet Date .

          (a) Except as set forth in Schedule 5.5(A), since the Balance Sheet Date, there has been:

     (i) no material adverse change in the value of the Purchased Assets, the Business or the operations, liabilities, profits, prospects or condition (financial or otherwise) of Seller, and no fact or condition exists or to Seller’s Knowledge is contemplated or threatened which might reasonably be expected to cause such a change in the future; and

     (ii) no damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking adversely affecting any of the Purchased Assets or the Business.

          (b) Except as set forth in Schedule 5.5(B), since the Balance Sheet Date, Seller has conducted the Business only in the ordinary course and in conformity with past practice. Without limiting the generality of the foregoing, since the Balance Sheet Date, except as set forth in such Schedule, Seller has not, in respect of the Business:

     (i) sold, leased (as lessor), transferred or otherwise disposed of (including any transfers from Seller or any of its Affiliates), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance on, any of the assets reflected on the Balance Sheet or any assets acquired by Seller after the Balance Sheet Date, except for inventory and personal property sold or otherwise disposed of for fair value in the ordinary course of the Business consistent with past practice and except for Permitted Encumbrances;

     (ii) allowed the levels of raw materials, supplies, work-in-process or other materials included in the inventory of Seller to vary in any material respect from the levels customarily maintained in the Business for any period; or

     (iii) instituted any increase in any compensation payable to any employee of Seller with respect to the Business or in any profit-sharing, bonus,

incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other benefits made available to employees of Seller with respect to the Business other than changes made in accordance with normal compensation practices and consistent with past compensation practices in consultation with Buyer.

      5.6. No Undisclosed Liabilities . To Seller’s Knowledge, Seller is not subject, with respect to the Business or the Purchased Assets, to any liability (including, without limitation, unasserted claims, whether known or unknown), whether absolute, contingent, accrued or otherwise, which is not shown or which is in excess of amounts shown or reserved for in the Balance Sheet (subject to any normal year-end adjustments), other than (i) liabilities of the same nature as those set forth in the Balance Sheet and the notes thereto (subject to any normal year-end adjustments) and reasonably incurred in the ordinary course of the Business after the Balance Sheet Date or (ii) those, individually and in the aggregate, are not material to the Business.

      5.7. Taxes . (i) Seller has, in respect of the Business and the Purchased Assets, filed all Tax Returns which are required to be filed and has paid all Taxes which have become due pursuant to such Tax Returns or pursuant to any assessment which has become payable, and (ii) all such Tax Returns are complete and accurate and disclose all Taxes required to be paid in respect of the Business and the Purchased Assets in respect of the periods to which they relate.

      5.8. Assets .

          (a) (i) Except for the Excluded Assets, the Purchased Assets constitute all the assets used in the Business. (ii) The Tangible Property is the absolute property of Seller free from all and any Encumbrances (save for Permitted Encumbrances).

          (b) The Tangible Property is in the possession of or under the control of Seller and is (subject to fair wear and tear and having regard to their age and use) in reasonable condition and working order and has been adequately maintained and serviced in the ordinary course and consistent with past practice of Seller.

          (c) Save as provided under Sections 2.2(n) and (p), the Business as currently operated by Seller does not require or use any services provided by any Affiliate of Seller.

      5.9. Governmental Permits .

          (a) Seller owns, holds or possesses all licenses, franchises, permits, privileges, immunities, approvals and other authorizations from a Governmental Body which are necessary to entitle it to own or lease, operate and use the Purchased Assets and to carry on and conduct the Business substantially as currently conducted (herein collectively called “ Governmental Permits ” ), Schedule 5.9 sets forth a list of each Governmental Permit. Complete and correct copies of all of the Governmental Permits have heretofore been delivered to Buyer by Seller.

          (b) No condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a breach or default under any such Governmental Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Governmental Permit, or which might adversely affect the rights of

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Seller under any such Governmental Permit; and (ii) no notice of cancellation, of default or of any dispute concerning any Governmental Permit, or of any event, condition or state of facts described in the preceding clause, has been received by, or is known to, Seller; and (iii) each of the Governmental Permits is valid, subsisting and in full force and effect.

      5.10. Real Property . Schedule 5.10 contains a brief description of (i) each parcel of real property owned by Seller and used for the purposes of the Business (the “ Owned Real Property ” ) (showing the record title holder, legal description, reference number, location, and any indebtedness secured by a mortgage or other Encumbrance thereon, and (ii) each option held by Seller to acquire any real property for use by Seller. Complete and correct copies of any title deeds with respect to each such parcel have heretofore been delivered by Seller to Buyer. The Owned Real Property has been constructed in accordance with the Building Permits.

      5.11. Condemnation . Neither the whole nor any part of the Owned Real Property or any real property leased, used or occupied by Seller in connection with the Business is subject to any pending suit for condemnation or other taking by any public authority, and, to the Knowledge of Seller, no such condemnation or other taking is threatened or contemplated.

      5.12. Personal Property . Schedule 5.12 contains a detailed list of all machinery, equipment, vehicles, furniture and other personal property owned by Seller as at July 1, 2007 (the “ Personal Property ” ) and having an original cost of US$10,000 or more (and includes some items having an original cost of less than US$10,000 but excludes (i) the materials referred to in Section 2.1(a) and used in or relating to the Business and (ii) the assets referred to in Section 2.2(n)).

      5.13. Personal Property Leases . Schedule 5.13 contains a brief description of each lease or other agreement or right, whether written or oral (including in each case the monthly rental, the expiration date thereof and a brief description of the property covered), under which Seller is lessee of, or holds or operates, any machinery, equipment, vehicle or other tangible personal property owned by a third Person and used in or relating to the Business.

      5.14. Title to Property . Seller has good and valid legal title in freehold to all Owned Real Property, all buildings, structures and other improvements thereon, and all Personal Property, in each case free and clear of all Encumbrances, except for Permitted Encumbrances. Upon delivery to Buyer on the Closing Date of the instruments of transfer contemplated by Section 4.4 and registration of such instruments with the relevant Governmental Body, as applicable, and upon compliance with such procedural formalities as may be prescribed by law, Seller will thereby transfer to Buyer good title in freehold to the Owned Real Property, all buildings, structures and other improvements thereon, and all Personal Property, in each case subject to no Encumbrances, except for Permitted Encumbrances.

      5.15. Employees and Related Agreements .

          (a) Except as described in Schedule 5.15, Seller is not, with respect to the Business, a party to or bound by any oral or written:

     (i) employee collective bargaining agreement, employment agreement (other than employment agreements terminable by Seller without premium or penalty on notice of 30 days or less under which the only monetary obligation of Seller is to make current wage or salary payments, severance

payments, provident fund entitlements, pro rated year end bonus payments, unused vacation payments, stock option entitlements and retirement entitlements), or covenants not to compete; or

     (ii) stock option, stock purchase, bonus or other incentive plan or agreement.

          (b) A list of (i) all employees of Seller whose then current annual compensation was in excess of Thai Baht 600,000; (ii) the then current annual compensation of, and a description of the fringe benefits provided by Seller to any such employees was delivered to Buyer on July 4 and 7, 2007. Access to all employee contracts and records has been provided to Buyer prior to the date hereof.

          (c) To Seller’s Knowledge, there are no situations with respect to the Business which involved or involves (i) the use of any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity, (ii) the making of any direct or indirect unlawful payments to government officials or others from corporate funds or the establishment or maintenance of any unlawful or unrecorded funds, (iii) the violation of any of the provisions of the US Foreign Corrupt Practices Act of 1977, or any rules or regulations promulgated thereunder, (iv) the receipt of any illegal discounts or rebates or any other violation of the antitrust laws or (v) any investigation by the U.S. Securities and Exchange Commission or any other federal, state or local government agency or authority.

      5.16. Employee Relations . Except as set forth in Schedule 5.16 , Seller has complied in respect of the Business with all applicable laws, rules and regulations which relate to prices, wages, hours, discrimination in employment and collective bargaining and to the operation of the Business and is not liable for any arrears of wages or any taxes or penalties for failure to comply with any of the foregoing. Seller believes that its relations with its employees are satisfactory. Seller is not a party to, and to its Knowledge is not affected by or threatened with, any dispute or controversy with a union or with respect to unionization or collective bargaining involving the employees of Seller. Seller is not materially affected by any dispute or controversy with a union or with respect to unionization or collective bargaining involving any supplier or customer of Seller. Schedule 5.16 sets forth a description of any union organized or election activities involving any non-union employees of Seller which have occurred since January 2005 or any such activities which to the Knowledge of Seller, are threatened as of the date hereof.

      5.17. Contracts . Other than the agreements listed in Schedules 5.13 and 5.17 (collectively, the “ Seller Agreements ” ) as well as the employment contracts made between