<PAGE>
EXHIBIT 99.5
EXCHANGE AGENCY AGREEMENT
______________, 2000
The Chase Manhattan Bank
Capital Markets Fiduciary Services
450 W. 33rd Street, 15th Floor
New York, New York 10001
Attention: Valerie Dunbar, Corporate Trust Department
Ladies and Gentlemen:
ASAT (Finance) LLC ("ASAT Finance"), a Delaware limited liability company,
has made an offer (the "Exchange Offer") to exchange its outstanding
unregistered 12.5% Senior Notes due 2006 (the "Original Notes") for registered
12.5% Senior Notes due 2006 (the "Exchange Notes"). The Original Notes are and
the Exchange Notes will be guaranteed by ASAT Holdings Limited, ASAT Limited and
its subsidiaries (collectively, the "Guarantors"). The terms and conditions of
the Exchange Offer as currently contemplated are set forth in a prospectus dated
______________, 2000 (the "Prospectus") distributed to all record holders of the
Original Notes. The Original Notes and the Exchange Notes are collectively
referred to herein as the "Notes."
ASAT Finance and the Guarantors hereby appoint The Chase Manhattan Bank to
act as exchange agent and information agent (in such capacities, the "Exchange
Agent") in connection with the Exchange Offer. References hereinafter to "you"
shall refer to The Chase Manhattan Bank.
The Exchange Offer is expected to be commenced on or about October 16,
2000. The Letter of Transmittal accompanying the Prospectus (or in the case of
book-entry securities, the Automated Tender Offer Program ("ATOP") of the
Depository Trust Company ("DTC")) is to be used by the holders of the Original
Notes to accept the Exchange Offer, and contains instructions with respect to
the delivery of certificates for Original Notes tendered.
The Exchange Offer shall expire at 5:00 p.m., New York City time, on or
about November 14, 2000 or on such later date or time to which ASAT Finance may
extend the Exchange Offer (the "Expiration Date"). Subject to the terms and
conditions set forth in the Prospectus, ASAT Finance expressly reserves the
right to extend the Exchange Offer at any time and from time to time by giving
oral (promptly confirmed in writing) or written notice to you on the business
day following the previously scheduled Expiration Date.
In carrying out your duties as Exchange Agent, you are to act in accordance
with the following instructions:
1. You will perform such duties and only such duties as are specifically
set forth in the section of the Prospectus captioned "The Exchange
Offer," in the "Letter of Transmittal" accompanying the Prospectus or
herein; provided, however, that in no way will your general duty to
act in good faith be discharged by the foregoing.
<PAGE>
2. You will establish an account with respect to the Original Notes at
DTC for purposes of the Exchange Offer promptly after the date of the
Prospectus, and any financial institution that is a participant in
DTC's book entry transfer system may make book-entry delivery of
Original Notes by causing DTC to transfer such Original Notes into The
Chase Manhattan Bank's account in accordance with DTC's procedure for
such transfer.
3. Upon written instruction from ASAT Finance, you are to arrange for the
mailing of the Prospectus, the Letters of Transmittal and other
documents related to the Exchange Offer, copies of which will be
furnished to you by ASAT Finance, to registered holders of Original
Notes and such other addressees as ASAT Finance may specify in writing
in accordance to such instruction.
4. You are to examine each of the Letters of Transmittal and certificates
for Original Notes and any other documents delivered or mailed to you
by or for holders of the Original Notes, and any book-entry
confirmations received by you with respect to the Original Notes, to
ascertain whether: (i) the Letters of Transmittal and any such other
documents are duly executed and properly completed in accordance with
instructions set forth therein and that such book-entry confirmations
are in due and proper form and contain the information required to be
set forth therein and (ii) the Original Notes have otherwise been
properly tendered. In each case where the Letter of Transmittal or any
other document has been improperly completed or executed or where
book-entry confirmations are not in due and proper form or omit
certain information, or any of the certificates for Original Notes are
not in proper form for transfer or some other irregularity in
connection with the acceptance of the Original Notes exists, you will
endeavor to inform the presenters of the need for fulfillment of all
requirements and to take any other action as may be necessary or
advisable to cause such irregularity to be corrected.
5. With the approval of a Manager of ASAT Finance, or counsel to ASAT
Finance or any other party designated by any Manager (such approval,
if given orally, to be confirmed in writing), you are authorized to
waive any irregularities in connection with any tender of Original
Notes pursuant to the Exchange Offer.
6. Tenders of Original Notes may be made only as set forth in the Letter
of Transmittal and in the section of the Prospectus captioned "The
Exchange Offer--General Procedures for Tendering," and Original Notes
shall be considered properly tendered to you only when tendered in
accordance with the procedures set forth therein. Notwithstanding the
foregoing, Original Notes that a Manager of ASAT Finance shall approve
as having been properly tendered shall be considered to be properly
tendered (such approval, if given orally, shall be promptly confirmed
in writing).
7. You shall advise ASAT Finance with respect to any Original Notes
received subsequent to the Expiration Date and accept its instructions
with respect to disposition of such Original Notes.
8. You shall accept tenders:
(a) in cases where the Original Notes are registered in two or more
names only if signed by all named holders;
2
<PAGE>
(b) in cases where the signing person (as indicated on the Letter of
Transmittal) is acting in a fiduciary or a representative
capacity only when proper evidence of his or her authority so to
act is submitted; and
(c) from persons other than the registered holder of Original Notes
provided that customary transfer requirements, including any
applicable transfer taxes, are fulfilled.
You shall accept partial tenders of Original Notes where so indicated
and as permitted in the Letter of Transmittal and deliver certificates
for Original Notes to the transfer agent for split-up and return any
untendered Original Notes to the holder (or such other person as may
be designated in the Letter of Transmittal) as promptly as practicable
after expiration or termination of the Exchange Offer.
9. ASAT Finance will exchange Original Notes duly tendered for Exchange
Notes on the terms and subject to the conditions set forth in the
Prospectus and the Letter of Transmittal. Delivery of Exchange Notes
will be made on behalf of ASAT Finance by you at the rate of US$1,000
principal amount of Exchange Notes for each US$1,000 principal amount
of Original Notes tendered as soon as practicable after notice (such
notice if given orally, to be confirmed in writing) of acceptance of
said Original Notes by ASAT Finance; provided, however, that in all
cases Original Notes tendered pursuant to the Exchange Offer will be
exchanged only after timely receipt by you of certificates, if any,
for such Original Notes, (or confirmation of book-entry transfer into
your account at DTC) a properly completed and duly executed Letter of
Transmittal (or facsimile thereof) with any required signature
guarantees and any other required documents. Unless otherwise
instructed in writing by ASAT Finance, you shall issue Exchange Notes
only in denominations of US$1,000 or any integral multiple thereof.
10. Tenders pursuant to the Exchange Offer are irrevocable, except that,
subject to the terms and upon the conditions set forth in the
Prospectus and the Letter of Transmittal, Original Notes tendered
pursuant to the Exchange Offer may be withdrawn at any time prior to
the Expiration Date.
11. If, pursuant to the Exchange Offer, ASAT Finance does not accept for
exchange all or part of the Original Notes tendered because of an
invalid tender, the occurrence of certain other events set forth in
the Prospectus under the caption "The Exchange Offer" or otherwise,
you shall as soon as practicable after the expiration or termination
of the Exchange Offer return those certificates for unaccepted
Original Notes (or effect appropriate book-entry transfer), together
with any related required documents and the Letters of Transmittal
relating thereto that are in your possession, to the person who
deposited them.
12. All certificates for reissued Original Notes, unaccepted Original
Notes or for Exchange Notes shall be forwarded by first-class
certified mail, return receipt requested under a blanket surety bond
protecting you, ASAT Finance and Guarantors from loss or liability
arising out of the non-receipt or non-delivery of such certificates.
13. You are not authorized to pay or offer to pay any concessions,
commissions or solicitation fees to any broker, dealer, bank or other
persons or to engage or utilize any person to solicit tenders.
3
<PAGE>
14. As Exchange Agent hereunder you:
(a) unless the same constitutes your own gross negligence, willful
misconduct or bad faith, you (i) shall not be liable for any
action or omission to act; and (ii) you shall not be liable to a
securityholder, ASAT Finance or any third party for special,
indirect or consequential damages, or lost profits, arising in
connection with this Agreement;
(b) shall have no duties or obligations other than those specifically
set forth in the section of the Prospectus captioned "The
Exchange Offer," in the "Letter of Transmittal" accompanying the
Prospectus or herein or as may be subsequently agreed to in
writing by you and ASAT Finance;
(c) will be regarded as making no representations and having no
responsibilities as to the validity, sufficiency, value or
genuineness of any of the certificates or the Original Notes or
the Exchange Notes represented thereby deposited with you
pursuant to the Exchange Offer, and will not be required to and
will make no representation as to the validity, value or
genuineness of the Exchange Offer or the Exchange Notes; provided
however, that in no way will your general duty to act in good
faith be discharged by the foregoing;
(d) shall not be obligated to take any legal action hereunder that
might in your reasonable judgment involve any expense or
liability, unless you shall have been furnished with reasonable
indemnity;
(e) may conclusively rely on and shall be protected in acting in
reliance upon any certificate, instrument, opinion, notice,
letter, telegram or other document or security delivered to you,
which you reasonably believe to be genuine and to have been
signed by the proper party or parties;
(f) may act upon any tender, statement, request, comment, agreement
or other instrument whatsoever not only as to its due execution
and validity and effectiveness of its provisions, but also as to
the truth and accuracy of any information contained therein,
which you in good faith believe to be genuine or to have been
signed or represented by a proper person or persons;
(g) may conclusively rely on and shall be protected in acting upon
written instructions from any officer or Manager of ASAT Finance;
(h) may consult with counsel of your selection with respect to any
questions relating to your duties and responsibilities and the
advice or opinion of such counsel shall be full and complete
authorization and protection in respect of any action taken,
suffered or omitted to be taken by you hereunder in good faith
and in accordance with the written opinion of such counsel; and
(i) shall not advise any person tendering Original Notes pursuant to
the Exchange Offer as to the wisdom of making such tender or as
to the market value or decline or appreciation in market value of
any Original Notes.
15. You shall take such action as may from time to time be requested by
ASAT Finance (and such other action as you may deem appropriate) to
furnish copies of the Prospectus,
4
<PAGE>
Letter of Transmittal and the Notice of Guaranteed Delivery (as
described in paragraph (a) of the section of the Prospectus entitled
"The Exchange Offer--Guaranteed Delivery Procedures") and such other
forms as may be approved from time to time by ASAT Finance or its
counsel, to all persons requesting such documents and to accept and
comply with telephone requests for information relating to the
Exchange Offer, provided that such information shall relate only to
the procedures for accepting (or withdrawing from) the Exchange Offer.
ASAT Finance will furnish you with copies of such documents at your
request. You may direct all other requests for information relating to
the Exchange Offer to ASAT Finance, Attention: Manager.
16. You shall advise by cable, telex, facsimile transmission or telephone,
and promptly thereafter confirm in writing to Manager of ASAT Finance
(at telephone: (852) 2439-8788; facsimile: (852) 2407-1868) and such
other person or persons as it may request, on each day upon which it
receives any Letter of Transmittal (and more frequently during the
week immediately preceding the Expiration Date and if otherwise
requested) up to and including the Expiration Date, as to the amount
of Original Notes that have been tendered pursuant to the Exchange
Offer and the items received by you pursuant to this Agreement,
separately reporting and giving cumulative totals as to items properly
received and items improperly received. In addition, you will also
inform, and cooperate in making available to, ASAT Finance or any such
other person or persons upon oral request made from time to time prior
to the Expiration Date such other information as it or he or she
reasonably requests. Such cooperation shall include, without
limitation, the granting by you to ASAT Finance and such person as
ASAT Finance may request of access to those persons on your staff who
are responsible for receiving tenders, in order to ensure that
immediately prior to the Expiration Date ASAT Finance shall have
received information in sufficient detail to enable it to decide
whether to extend the Exchange Offer. You shall prepare a final list
of all persons whose tenders were accepted, the aggregate principal
amount of Original Notes tendered, the aggregate principal amount of
Original Notes accepted and deliver said list to ASAT Finance.
17. Letters of Transmittal and Notices of Guaranteed Delivery shall be
stamped by you as to the date and, after the expiration of the
Exchange Offer, the time and date of receipt thereof, and shall be
preserved by you for a period of time at least equal to the period of
time you preserve other records pertaining to the transfer of
securities. You shall dispose of unused Letters of Transmittal and
other surplus materials by returning them to ASAT Finance.
18. For services rendered as Exchange Agent hereunder, you shall be
entitled to fees and reimbursement of expenses incurred prior to the
termination of this Agreement pursuant to the letter agreement between
ASAT Finance and The Chase Manhattan Bank dated ____________, 1999.
19. You hereby acknowledge receipt of the Prospectus, the Letter of
Transmittal and the Notice of Guaranteed Delivery and further
acknowledge that you have examined each of them. Any inconsistency
between this Agreement, on the one hand, and the Prospectus, the
Letter of Transmittal and the Notice of Guaranteed Delivery (as they
may be amended from time to time), on the other hand, shall be
resolved in favor of the latter three documents, except with respect
to the duties, liabilities and indemnification of you as Exchange
Agent which shall be controlled by this Agreement.
5
<PAGE>
20. ASAT Finance covenants and agrees to indemnify and hold you in your
capacity as Exchange Agent hereunder harmless against any loss,
liability, cost or expense, including attorneys' fees and reasonable
expenses arising out of or in connection with your performance of this
Agreement; provided, however, that ASAT Finance shall not be liable
for indemnification or otherwise for any loss, liability, cost or
expense to the extent arising out of your gross negligence, willful
misconduct or bad faith. In no case shall ASAT Finance be liable under
this indemnity with respect to any claim against you unless ASAT
Finance shall be notified by you, by letter or cable or by telex
confirmed by letter, of the written assertion of a claim against you
or of any other action commenced against you, promptly after you shall
have received any such written assertion or shall have been served
with a summons in connection therewith. ASAT Finance shall be
entitled to participate at its own expense in the defense of any such
claim or other action, and, if ASAT Finance so elects, ASAT Finance
shall assume the defense of any suit brought to enforce any such
claim. In the event that ASAT Finance shall assume the defense of any
such suit with counsel reasonably acceptable to you, ASAT Finance
shall not be liable for the fees and expenses of any additional
counsel thereafter retained by you. If a material conflict of
interest exists between you and ASAT Finance, you shall be entitled to
appoint separate counsel. In such circumstances, it is understood
that ASAT Finance shall not be liable for the fees and reasonable
expenses of more than one separate firm for you and your agents.
21. You shall deliver or cause to be delivered, in a timely manner to each
governmental authority to which any transfer taxes are payable in
respect of the exchange of Original Notes, your check in the amount of
all transfer taxes so payable, and ASAT Finance shall reimburse you
for the amount of any and all transfer taxes payable by ASAT Finance
in respect of the exchange of Original Notes in accordance with the
section of the Prospectus captioned "The Exchange Offer-Fees and
Expenses"; provided, however, that you shall reimburse ASAT Finance
for amounts refunded to you in respect of your payment of any such
transfer taxes, at such time as such refund is received by you.
22. You shall arrange to comply with all requirements under the tax laws
of the United States, including those relating to missing Tax
Identification Numbers, and shall file any appropriate reports with
the Internal Revenue Service. You understand that it may be required,
in certain instances, to deduct 31% with respect to interest paid on
the Exchange Notes and proceeds from the sale, exchange, redemption or
retirement of the Exchange Notes from Holders who have not supplied
their correct Taxpayer Identification Number or required
certification. Such funds will be turned over to the United States
Internal Revenue Service.
23. This Agreement and your appointment as Exchange Agent hereunder shall
be construed and enforced in accordance with the laws of the State of
New York and shall inure to the benefit of, and the obligations
created hereby shall be binding upon, the successors and assigns of
each of the parties hereto.
24. This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
25. In case any provision of this Agreement shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired
thereby.
6
<PAGE>
26. This Agreement shall not be deemed or construed to be modified,
amended, rescinded, canceled or waived, in whole or in part, except by
a written instrument signed by a duly authorized representative of the
party to be charged. This Agreement may not be modified orally.
27. Unless otherwise provided herein, all notices, requests and other
communications to any party hereunder shall be in writing (including
telecopy or similar writing) and shall be given to such party,
addressed to it, at its address or telecopy number set forth below:
If to ASAT Finance or Guarantors:
c/o ASAT Limited
14th Floor, QPL Industrial Building
138 Texaco Road
Tsuen Wan, New Territories
Hong Kong
Facsimile: (852) 2407-4056
Attn: Jerry Lee, Manager of ASAT Finance
with a copy to:
Milbank, Tweed, Hadley & McCloy LLP
30th Floor, Alexandra House
16 Chater Road,
Central
Hong Kong
Facsimile: (852) 2840-0792
Attn: Anthony Root, Esq.
If to the Exchange Agent:
The Chase Manhattan Bank
450 West 33rd Street, 15/F
New York, New York 10001-2697
United States
Facsimile: (212) 946-8177/8
Attn: Valerie Dunbar
With copy to:
The Chase Manhattan Bank
8 Connaught Place, 35/F
Central, Hong Kong
Attn: Ophelia Fong
28. Unless terminated earlier by the parties hereto, this Agreement shall
terminate 90 days following the Expiration Date. Notwithstanding the
foregoing, Paragraphs 18 and 20 shall survive the termination of this
Agreement. Upon any termination of this Agreement, you shall promptly
deliver to ASAT Finance any certificates, funds, lists of information
on security holders or other property then held by you as Exchange
Agent or otherwise under this Agreement.
7
<PAGE>
29. This Agreement shall be binding and effective as of the date hereof.
8
<PAGE>
Please acknowledge receipt of this Agreement and confirm the arrangements
herein provided by signing and returning the enclosed copy.
ASAT (FINANCE) LLC
By: ____________________________
Name: Jerry Lee
Title: Manager
Accepted as of the date first above written:
THE CHASE MANHATTAN BANK
By: ____________________________
Name: Valerie Dunbar
Title: Vice President
9
