EXHIBIT 10.51
Bump Chip Carrier (called "BCC" in this Agreement) License Agreement
Administrative Amendment
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This administrative amendment made and entered into as of the 5th day of March,
2002, by and between: FUJITSU LIMITED, a Japanese corporation, having its
principal place of business at ▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇-▇▇▇▇, ▇▇▇▇▇
(hereinafter called "FUJITSU"), and ChipPAC, Inc, a corporation, having its
principal place of business at ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇
("CHIPPAC"), and ChipPAC Limited, a corporation, having its principal place of
business at ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
("LICENSEE").
WITNESS THAT:
WHEREAS, CHIPPAC provides sales and administrative services for LICENSEE, and
desires to correct an administrative error in it's execution on behalf of
LICENSEE of the Bump Chip Carrier License Agreement dated the 27th day of
August, 2001 ("THE AGREEMENT") with FUJITSU;
WHEREAS, LICENSEE intends to be bound by all articles, provisions, rights and
obligations of THE AGREEMENT; and
WHEREAS, FUJITSU is willing to allow this correction and is willing to grant to
LICENSEE a license to assemble and sell such semiconductor devices under certain
patents and technical information of FUJITSU, subject to the terms and
conditions set forth herein and in THE AGREEMENT;
NOW THEREFORE, in consideration of the above premises and mutual covenants
contained herein, both parties hereto agree as follows:
1. Amendments.
a) All parties agree to correct the administrative error in the BCC LICENSE
AGREEMENT dated August 27th, 2001, and acknowledge that LICENSEE
should replace CHIPPAC as the LICENSEE of THE AGREEMENT.
b) Article 5.1 is hereby amended and restated in its entirely to read as
follows. Payments hereunder shall be made without deductions of taxes,
assessments, or other charges of any kind of which may be imposed on
FUJITSU by the Government of the British Virgin Islands or other any
political subdivision thereof with respect to any amounts due to FUJITSU
pursuant to this Agreement, and such taxes, assessments or other charges
shall be paid by LICENSEE.
However, income taxes or taxes of similar nature imposed on FUJITSU on
account of the payment hereunder by the Government of the British Virgin
Islands or any political subdivision thereof and paid by LICENSEE for
the account of FUJITSU shall be deductible from the royalty payment due
to FUJITSU to the extent that such taxes are allowable as a credit
against taxes imposed on FUJITSU by the Government of Japan.
c) Article 17 is hereby amended and restated in its entirely to read as
follows.
All notices, requests demands and other communications which shall or
may be given under this Agreement shall be made in writing by airmail or
facsimile to the address specified below or to such changed address as may
have been previously specified in writing by the addressed party:
To: FUJITSU LIMITED
▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇-▇▇▇▇, ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇ ▇▇▇▇, Director
Business Promotion Department
LSI Packaging Division
Electronic Devices Group
Facsimile: (Japan) ▇▇-▇▇▇-▇▇▇▇
To: ChipPAC, Inc.
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Chief Financial Officer
Facsimile: (USA) ▇▇▇-▇▇▇-▇▇▇▇
Unless otherwise proven, each such notice given by either party hereto
shall be deemed to have been received by the other party on the fifth
(5/th/) business day following the mailing date or on the second (2/nd/)
business day following the facsimile date.
2. Others. (Responsibility for CHIPPAC)
CHIPPAC hereby agrees to indemnify FUJITSU for any fines or penalties that may
accrue or be paid as a result of this administrative error in accordance with
the request by FUJITSU.
Except as expressly stated above, this Agreement does not otherwise amend THE
AGREEMENT, and THE AGREEMENT shall remain in full force and effect as amended
hereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized officers or representatives on the day and year first
above written.
ChipPAC, Inc.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Typed Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: SVP Administration & General Counsel
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Date: 2/28/02
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ChipPAC Limited
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Typed Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Director
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Date: 2/28/02
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Fujitsu Limited
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
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Typed Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇
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Title: Director
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Date: 3/5/02
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