AMENDMENT NO. 2 TO
CREDIT AGREEMENT
This AMENDMENT NO. 2 TO THE CREDIT AGREEMENT, dated as of May 24, 2005,
among Amkor Technology, Inc. a Delaware corporation (the "Borrower"),the Lenders
(as defined below) party hereto and the Administrative Agent (as defined below),
amends certain provisions of the Credit Agreement dated as of June 29,2004, as
amended by Amendment No. 1 dated as of October 27,2004, (as further amended,
supplemented or otherwise modified from time to time, the "Credit Agreement")
among the Borrower, the lenders party thereto (collectively the "Lenders"),the
issuers party thereto (collectively the "Issuers"),Citigroup Global Markets,
Inc. ("CGMT"), as sole lead arranger and sole bookrunner, Citicorp North
America, Inc., as administrative agent for the Lenders and Issuers (in such
capacity, the "Administrative Agent"),JPMorgan Chase Bank, as syndication agent,
Xxxxxxx Xxxxx Capital Corporation ("Xxxxxxx Xxxxx"), as documentation agent, and
X.X. Xxxxxx Securities Inc. and Xxxxxxx Xxxxx, as arrangers.
WITNESSETH:
WHEREAS, the parties to this Amendment are party to the Credit Agreement.
Capitalized terms defined in the Credit Agreement and not otherwise defined in
this Amendment are used herein as therein defined;
WHEREAS, certain of the Borrower's foreign Subsidiaries intend to incur
additional secured Indebtedness and to use the proceeds thereof for general
corporate purposes; and
WHEREAS, the Borrower has requested that the other parties hereto agree to
amend the Credit Agreement as hereinafter set forth to, among other things,
permit the incurrence of such additional secured Indebtedness.
Now, THEREFORE, in consideration of the premises and the covenants and
obligations contained herein the parties hereto agree as follows:
SECTION 1. AMENDMENTS. Subject to the satisfaction of the conditions
precedent set forth in Section 2 hereof, the Credit Agreement is hereby amended
as follows:
(a) AMENDMENTS TO ARTICLE VII (NEGATIVE COVENANTS).
(i) Section 7.2 (Liens, Etc.) of the Credit Agreement is hereby
amended by deleting clause (f) thereof in its entirety and inserting a new
clause (f) immediately after clause (e) thereof as follows:
"(f) Liens on assets other than Collateral which are not otherwise
permitted by the foregoing clauses of this Section 7.2 securing
Indebtedness or other liabilities of the Borrower or any of its
Subsidiaries; provided, however, that the aggregate outstanding amount of
all such Indebtedness and liabilities shall not exceed $75,000,000 at any
time."
SECTION 2. CONDITIONS TO EFFECTIVENESS. This Amendment (including each
provision hereof) shall become effective on the date (the "Amendment Effective
Date") on which all of the following conditions precedent shall have been
satisfied:
(a) the Administrative Agent shall have received counterparts of (i) this
Amendment executed by the Borrower and the Requisite Lenders or, as to any of
the Lenders, evidence satisfactory to the Administrative Agent that such Lender
has executed this Amendment and (ii) the Consent of Subsidiary Guarantors with
respect to this Amendment in the form attached hereto executed by each
Subsidiary Guarantor; and
(b) the Borrower shall have paid all out-of-pocket expenses of the
Administrative Agent (including the reasonable fees, expenses and disbursements
of the Administrative Agent's counsel, Xxxx Xxxxxxx and Xxxxxx LLP) incurred in
connection with this Amendment and any other expenses which are due and payable
pursuant to Section 10.3 of the Credit Agreement.
SECTION 3. CONSTRUCTION WITH THE LOAN DOCUMENTS.
(a) On and after the Amendment Effective Date, each reference in the
Credit Agreement to "this Agreement," "hereunder," "hereof," "herein," or words
of like import, and each reference in the other Loan Documents to the Credit
Agreement, shall mean and be a reference to the Credit Agreement as amended
hereby, and this Amendment and the Credit Agreement shall be read together and
construed as a single instrument. The table of contents, signature pages and
list of Exhibits and Schedules of the Credit Agreement shall be modified as
necessary to reflect the changes made in this Amendment as of the Amendment
Effective Date.
(b) Except as expressly amended hereby or specifically waived above, all
of the terms and provisions of the Credit Agreement and all other Loan Documents
are and shall remain in full force and effect and are hereby ratified and
confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall not,
except as expressly provided herein, operate as a waiver of any right, power or
remedy of the Lenders, the Issuers, the Arranger or the Administrative Agent
under any of the Loan Documents, nor constitute a waiver or amendment of any
other provision of any of the Loan Documents or for any purpose except as
expressly set forth herein.
(d) This Amendment is a Loan Document.
SECTION 4. GOVERNING LAW. This Amendment is governed by the law of the
State of New York.
SECTION 5. REPRESENTATIONS AND WARRANTIES. The Borrower hereby represents
and warrants that each of the representations and warranties made by the
Borrower in the Credit Agreement, as amended hereby, and the other Loan
Documents to which the Borrower is a party or by which the Borrower is bound,
shall be true and correct in all material respects on and as of the date hereof
(other than representations and warranties in any such Loan Document which
expressly speak as of a specific date, which shall have been true and correct in
all material respects as of such specific date) and no Default or Event of
Default has occurred and is continuing as of the date hereof.
SECTION 6. EXECUTION IN COUNTERPARTS. This Amendment may be executed in
any number of counterparts and by different parties in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement. Signature
pages may be detached from multiple separate counterparts and attached to a
single counterpart so that all signature pages are attached to the same
document. Delivery of an executed
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counterpart by telecopy shall be effective as delivery of a manually executed
counterpart of this Amendment.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
AMKOR TECHNOLOGY, INC.,
as Borrower
By /s/ Xxxxxxx X. Xxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Executive Vice President
and Chief Financial Officer
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
AMKOR TECHNOLOGY, INC.,
as Borrower
By
----------------------------------
Name:
Title:
CITICORP NORTH AMERICA, INC.,
as Administrative Agent and Lender
By /s/ Xxxxxxx Xxxxxx
----------------------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President
CITIBANK, N.A.,
as Issuer
By /s/ Xxxxxxx Xxxxxx
----------------------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President
JPMORGAN CHASE BANK, N.A.,
as Lender
By /s/ Xxxxxxx X. Xxxxxxxx
_________________________
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO AMKOR TECHNOLOGY INC. CREDIT AGREEMENT]
XXXXXXX XXXXX CAPITAL CORPORATION,
as Lender
By /s/ Xxxxxxx X. Xxxxxxx
_________________________
Name: Xxxxxxx X. Xxxxxxx
Title: Director
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO AMKOR TECHNOLOGY INC. CREDIT AGREEMENT]
CONSENT OF SUBSIDIARY GUARANTORS
Dated as of May 24, 2005
Each of the undersigned corporations, as a Guarantor under the Guaranty
dated June 29, 2004 (the "Guaranty")in favor of the Secured Parties under the
Credit Agreement referred to in the foregoing Amendment, hereby consents to such
Amendment and hereby confirms and agrees that notwithstanding the effectiveness
of such Amendment, the Guaranty is, and shall continue to be, in full force and
effect and is hereby ratified and confirmed in all respects, except that, on and
after the effectiveness of such Amendment, each reference in the Guaranty to the
"Credit Agreement", "thereunder","thereof" or words of like import shall mean
and be a reference to the Credit Agreement, as amended by such Amendment.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the parties hereto have consented to this Amendment, as of
the date first above written.
GUARDIAN ASSETS, INC.
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Chief Financial Officer
UNITIVE, INC.
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President, Chief Executive Officer,
Chief Financial Officer and Secretary
UNITIVE ELECTRONICS, INC.
By:
------------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Chief Financial Officer, Secretary
and Treasurer
AMKOR INTERNATIONAL HOLDINGS, LLC
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Chairman
AMKOR TECHNOLOGY LIMITED
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Director and Chairman
[SIGNATURE PAGE TO CONSENT OF SUBSIDIARY GUARANTORS TO AMENDMENT NO. 2
TO AMKOR TECHNOLOGY INC. CREDIT AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have consented to this Amendment, as of
the date first above written.
GUARDIAN ASSETS, INC.
By:
------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Chief Financial Officer
UNITIVE, INC.
By:
------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President, Chief Executive Officer,
Chief Financial Officer and Secretary
UNITIVE ELECTRONICS, INC.
By: /s/ Xxxxxx Xxxxxxx
------------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Chief Financial Officer, Secretary
and Treasurer
AMKOR INTERNATIONAL HOLDINGS, LLC
By:
------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Chairman
AMKOR TECHNOLOGY LIMITED
By:
------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Director and Chairman
[SIGNATURE PAGE TO CONSENT OF SUBSIDIARY GUARANTORS TO AMENDMENT NO. 2
TO AMKOR TECHNOLOGY INC. CREDIT AGREEMENT]
P-FOUR, LLC
By: /s/ Xxxxxxx Xxxxxxxxxx
____________________________
Name: Xxxxxxx Xxxxxxxxxx
Title: President
AMKOR/ANAM PILIPINAS, L.L.C.
By: /s/ Xxxxxxx Xxxxxxxxxx
____________________________
Name: Xxxxxxx Xxxxxxxxxx
Title: Treasurer and
Chief Financial Officer
[SIGNATURE PAGE TO CONSENT OF SUBSIDIARY GUARANTORS TO AMENDMENT NO. 2 TO
AMKOR TECHNOLOGY INC. CREDIT AGREEMENT]
