Asat Holdings Ltd Sample Contracts

Asat Holdings Ltd – CONFIDENTIAL TREATMENT REQUESTED BY ASAT HOLDINGS LTD. THIS EXHIBIT HAS BEEN REDACTED. REDACTED MATERIAL IS MARKED WITH “X”. Credit Loan Contract under Short Term Export Credit Insurance [English translation] (October 30th, 2008)

Whereas Party A has acquired or will acquire short term export credit insurance policy from XXXXXXXXXX (hereinafter referred to as “XXXXXXXXXX”) for its export business with XXXXXXXXXX (hereinafter referred to as “Importers”), and Party A will apply to Party B for Loan Facility under the short term export credit (hereinafter referred to as “Loan Facility”), and Party B agrees to provide the Loan Facility. In accordance with the relevant laws and regulations, Party A and Party B, after amicable negotiation, unanimously agree to conclude this Contract for implementation.

Asat Holdings Ltd – AMENDMENT AGREEMENT (October 30th, 2008)

WHEREAS, a Purchase Money Loan Agreement, dated as of July 31, 2005 (as amended, modified or supplemented, the “Loan Agreement”), was entered into by and among ASAT Holdings Limited (the “Borrower”), the lenders party thereto from time to time (each a “Lender” and collectively, the “Lenders”) and Asia Opportunity Fund, L.P., as administrative agent (the “Administrative Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings as set forth in the Loan Agreement.

Asat Holdings Ltd – Lease Contract (ASAT Phase 1) (October 30th, 2008)

Pursuant to the Contract Law of the People’s Republic of China and other applicable laws and regulations, both Parties have agreed as follows on Party B’s lease of the industrial and dormitory buildings (Phase 1) and the relevant matters on an equal and voluntary basis:

Asat Holdings Ltd – Contract (October 15th, 2007)

NEITHER THE WARRANT REPRESENTED BY THIS CERTIFICATE NOR ANY OF THE SECURITIES ISSUABLE UPON EXERCISE THEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES ACT, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACTS.

Asat Holdings Ltd – SECOND SUPPLEMENTAL INDENTURE Dated as of August 27, 2007 Supplementing that certain Indenture, dated as of January 26, 2004, among the Issuer, the Guarantors and the Trustee (October 15th, 2007)

SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 27, 2007 by and among New ASAT (Finance) Limited, an exempted company with limited liability under the Companies Law (2003 Revision) of the Cayman Islands (the “Company”), the Guarantors (as defined in the Indenture, which is, in turn, defined below) and The Bank of New York, as trustee (the “Trustee”).

Asat Holdings Ltd – CONFIDENTIAL TREATMENT REQUESTED BY ASAT HOLDINGS LTD. THIS EXHIBIT HAS BEEN REDACTED. REDACTED MATERIAL IS MARKED WITH “X”. Credit Loan Contract under Short Term Export Credit Insurance [English Translation] (October 15th, 2007)

Whereas Party A has acquired or will acquire short term export credit insurance policy from XXXXXXXXXX (hereinafter referred to as XXXXXXXXXX ) for its export business with XXXXXXXXXX (hereinafter referred to as “Importers”), and Party A will apply to Party B for Loan Facility under the short term export credit (hereinafter referred to as “Loan Facility”), and Party B agrees to provide the Loan Facility. In accordance with the relevant laws and regulations, Party A and Party B, after amicable negotiation, unanimously agree to conclude this Contract for implementation.

Asat Holdings Ltd – WAIVER AND AMENDMENT AGREEMENT (October 15th, 2007)

This WAIVER AND AMENDMENT AGREEMENT (this “Waiver and Amendment Agreement”) is entered into as of August 23, 2007 by the parties below.

Asat Holdings Ltd – Contract (October 15th, 2007)

NEITHER THE WARRANT REPRESENTED BY THIS CERTIFICATE NOR ANY OF THE SECURITIES ISSUABLE UPON EXERCISE THEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES ACT, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACTS.

Asat Holdings Ltd – SUBSCRIPTION RIGHTS CERTIFICATE Evidencing Subscription Rights to Purchase One Unit consisting of One Series A Redeemable Convertible Preferred Share and One Warrant to Purchase 50 Ordinary Shares of ASAT Holdings Limited Subscription Price: $50.00 per Unit The Subscription Rights Will Expire If Not Exercised On or Before 5:00 P.M., New York, New York Time, on [ ], 2006, Unless Extended or the Rights Offering is Terminated by the Company (January 27th, 2006)

THIS CERTIFIES THAT the registered owner whose name is inscribed hereon is the owner of the number of transferable, to specified transferees, subscription rights (each, a “Subscription Right”) set forth above. Each Subscription Right entitles the owner to subscribe for and purchase one unit (a “Unit”) consisting of one Series A Redeemable Convertible Preferred Share, par value $0.01 per share (“Series A Preferred Share”), of ASAT Holdings Limited, an exempted company with limited liability formed under the Companies Law of the Cayman Islands (the “Company”), and one warrant to purchase 50 ordinary shares, par value $0.01 per share, of the Company at an exercise price of $0.01 per share (a “Warrant”), at the subscription price of $50.00 per Unit (the “Subscription Price”). The owner was granted one Subscription Right for each 1,850 ordinary shares the owner held on                     , 2006, the record date, pursuant to a rights offering (the “Rights Offering”), on the terms and subjec

Asat Holdings Ltd – WARRANT AGREEMENT dated as of , 2006 between ASAT HOLDINGS LIMITED and U.S. BANK NATIONAL ASSOCIATION as Warrant Agent (January 27th, 2006)

This Warrant Agreement (as amended, restated, modified or otherwise supplemented from time to time, this “Agreement”), dated as of             , 2006, is made between ASAT Holdings Limited, an exempted company with limited liability formed under the Companies Law of the Cayman Islands (the “Company”), and U.S. Bank National Association (the “Warrant Agent”).

Asat Holdings Ltd – DATED 23rd day of June 2005 (August 2nd, 2005)
Asat Holdings Ltd – DATED 1st May 2004 (August 2nd, 2005)
Asat Holdings Ltd – PURCHASE MONEY LOAN AGREEMENT Dated as of July 31, 2005 among ASAT HOLDINGS LIMITED, as Borrower, and THE LENDERS NAMED HEREIN, and ASIA OPPORTUNITY FUND, L.P., as Administrative Agent (August 2nd, 2005)

This PURCHASE MONEY LOAN AGREEMENT, dated as of July 31, 2005 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and among ASAT HOLDINGS LIMITED, an exempted company with limited liability under the Companies Law (2004 Revision) of the Cayman Islands (“Borrower”), the Lenders party hereto from time to time and ASIA OPPORTUNITY FUND, L.P., as Administrative Agent (“Administrative Agent”).

Asat Holdings Ltd – SECURITIES PURCHASE AGREEMENT DATED AS OF JULY 31, 2005 BETWEEN ASAT HOLDINGS LIMITED AND THE PURCHASERS PARTY HERETO (August 2nd, 2005)

THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 31, 2005, by and among (i) ASAT HOLDINGS LIMITED, an exempted company with limited liability under the Companies Law of the Cayman Islands (the ”Company”), and (ii) the persons or entities listed on Exhibit B attached hereto (each a “Purchaser” and collectively, the “Purchasers”). Capitalized terms used and not otherwise defined upon first usage herein are defined in Section 6.8 herein.

Asat Holdings Ltd – ASAT Holdings Limited Certification Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 (18 U.S.C. Section 1350) (July 28th, 2003)

Pursuant to the requirements of Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Sections 1350(a) and (b)), the undersigned hereby certify as follows:

Asat Holdings Ltd – ASAT Holdings Limited Certification Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 (18 U.S.C. Section 1350) (July 28th, 2003)

Pursuant to the requirements of Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Sections 1350(a) and (b)), the undersigned hereby certify as follows:

Asat Holdings Ltd – LEASE AGREEMENT (July 28th, 2003)