AMENDMENT NO. 1 TO
PLEDGE AND SECURITY AGREEMENT
This AMENDMENT NO. 1 TO THE PLEDGE AND SECURITY AGREEMENT, dated as
of October 27, 2004, among AMKOR TECHNOLOGY, Inc. a Delaware corporation (the
"Borrower"), GUARDIAN ASSETS, INC. ("Guardian"), UNITIVE, INC. and UNITIVE
ELECTRONICS, INC. and the Administrative Agent (as defined below), amends
certain provisions of the Pledge and Security Agreement dated as of June 29,
2004 (as amended, supplemented or otherwise modified from time to time, the
"Pledge and Security Agreement") by the Borrower, Guardian, the other Grantors
party thereto from time to time (the Borrower, Guardian and such other entities,
each a "Grantor" and, collectively, the "Grantors") in favor of CITICORP NORTH
AMERICA, INC., as administrative agent for certain lenders and issuers (in such
capacity, the "Administrative Agent") under the Credit Agreement (as defined
below).
W I T N E S S E T H:
WHEREAS, the Borrower is party to the Credit Agreement dated as of
June 29, 2004 (as 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. ("CGMI"), as sole lead arranger and
sole bookrunner, 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.
Capitalized terms defined in the Pledge and Security Agreement and not otherwise
defined in this Amendment are used herein as therein defined;
WHEREAS, the parties hereto have agreed to amend the Pledge and
Security Agreement as hereinafter set forth; and
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 4 hereof, the Pledge and Security Agreement is
hereby amended as follows:
(a) AMENDMENTS TO ARTICLE I (DEFINITIONS, INTERPRETATION AND
ACCOUNTING TERMS).
(i) The following new definition is inserted in Section 1.1
(Defined Terms) of the Pledge and Security Agreement in the appropriate place to
preserve the alphabetical order of the definitions in such section:
"Approved Deposit Account" means a Deposit Account that is the
subject of an effective Deposit Account Control Agreement and that is
maintained by any Loan Party with a Deposit Account Bank. "Approved
Deposit Account" includes all monies on deposit in a Deposit Account and
all certificates and instruments, if any, representing or evidencing such
Deposit Account.
"Deposit Account Bank" means a financial institution selected
or approved by the Administrative Agent.
"Deposit Account Control Agreement" means a letter agreement,
substantially in the form of Annex 5 (Form of Deposit Account Control
Agreement) (or in another form agreed to
by the Administrative Agent), executed by the Grantor, the Administrative
Agent and the relevant financial institution.
(ii) The definition of "Excluded Property" in Section 1.1
(Defined Terms) of the Pledge and Security Agreement is hereby amended by (a)
inserting the word ", and" immediately in front of clause (iii) thereof and (b)
deleting in its entirety the phrase ", and (iv) the AT Korea Bonds" in the third
to last line thereof.
(b) AMENDMENT TO ARTICLE III (REPRESENTATIONS AND WARRANTIES).
(i) Section 3.2 (Perfection and Priority) of the Pledge and
Security Agreement is hereby amended and restated in its entirety to read as
follows:
"SECTION 3.2 PERFECTION AND PRIORITY. The security interest
granted pursuant to this Agreement shall constitute a valid and continuing
perfected security interest in favor of the Administrative Agent in the
Collateral for which perfection is governed by the UCC or filing with the
United States Copyright Office upon (i) in the case of all Collateral in
which a security interest may be perfected by filing a financing statement
under the UCC, the completion of the filings and other actions specified
on Schedule 3 (Filings) (which, in the case of all filings and other
documents referred to on such schedule, have been delivered to the
Administrative Agent in completed and duly executed form), (ii) the
delivery to the Administrative Agent of all Collateral consisting of
Instruments and Certificated Securities, in each case properly endorsed
for transfer to the Administrative Agent or in blank, (iii) the execution
of Securities Account Control Agreements with respect to Investment
Property not in certificated form, (iv) the execution of Deposit Account
Control Agreements with respect to all Deposit Accounts of a Grantor
(subject to Section 4.10 (Control Accounts; Approved Deposit Accounts))
and (v) all appropriate filings having been made with the United States
Copyright Office. Such security interest shall be prior to all other Liens
on the Collateral except for Customary Permitted Liens having priority
over the Administrative Agent's Lien by operation of law or otherwise as
permitted under the Credit Agreement."
(ii) Section 3.8 (Securities Account) of the Pledge and
Security Agreement is hereby amended and restated in its entirety to read as
follows:
"The only Approved Deposit Accounts or Securities Accounts
maintained by any Grantor on the date hereof are those listed on Schedule
6 (Bank Accounts; Control Accounts), which sets forth such information
separately for each Grantor."
(c) AMENDMENT TO ARTICLE IV (COVENANTS).
(i) Clause (c) of Section 4.2 (Maintenance of Perfected
Security Interest; Further Documentation) of the Pledge and Security Agreement
is hereby amended by inserting the phrase "Deposit Account Control Agreements
and" immediately after the words "the execution and delivery of" in the last
line thereof.
(ii) Article IV (Covenants) is hereby amended by inserting a
new Section 4.10 (Control Account; Approved Deposit Accounts) immediately after
Section 4.9 to read in its entirety as follows:
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"SECTION 4.10 CONTROL ACCOUNTS; APPROVED DEPOSIT ACCOUNTS
(a) Such Grantor shall, and shall cause each of its
Subsidiaries to, (i) deposit in an Approved Deposit Account all cash they
receive, (ii) not establish or maintain any Securities Account that is not
a Control Account and (iii) not establish or maintain any Deposit Account
other than with a Deposit Account Bank; provided, however, that the
Borrower and its Subsidiaries may (i) maintain payroll, withholding tax
and other fiduciary accounts and (ii) maintain other accounts as long as
the average daily balance in each such account does not exceed $2,000,000
and the aggregate average daily balance of all such accounts does not
exceed $10,000,000.
(b) In the event (i) the Borrower, any Subsidiary of the
Borrower or any Deposit Account Bank shall, after the date hereof,
terminate an agreement with respect to the maintenance of an Approved
Deposit Account for any reason, (ii) the Administrative Agent shall
reasonably demand such termination as a result of the failure of a Deposit
Account Bank to comply with the terms of the applicable Deposit Account
Control Agreement or (iii) the Administrative Agent determines in its
reasonable discretion that the financial condition of a Deposit Account
Bank has materially deteriorated, to the extent that the Collateral
Agent's interest in any Approved Deposit Account has been materially
impaired, such Deposit Account shall cease to be an Approved Deposit
Account and Borrower shall, and shall cause each Subsidiary of the
Borrower to, to the extent required in clause (a) above, take all
necessary steps to ensure that all future payments are made to another
Approved Deposit Account.
(c) In the event (i) the Borrower, any Subsidiary of the
Borrower or any Approved Securities Intermediary shall, after the date
hereof, terminate an agreement with respect to the maintenance of a
Control Account for any reason, (ii) the Administrative Agent shall demand
such termination as a result of the failure of an Approved Securities
Intermediary to comply with the terms of the applicable Securities Account
Control Agreement or (iii) the Administrative Agent determines in its
reasonable discretion that the financial condition of a Approved
Securities Intermediary has materially deteriorated, to the extent that
the Collateral Agent's interest in any Control Account has been materially
impaired, such Control Account shall cease to be a Control Account and
Borrower shall, and shall cause each Subsidiary of the Borrower to, to the
extent required in clause (a) above, take all necessary steps to ensure
that all future payments are made to another Control Account.
(d) AMENDMENT TO ARTICLE V (REMEDIAL PROVISIONS).
(i) Clause (a) of Section 5.2 (Accounts and Payments in
Respect of General Intangibles) of the Pledge and Security Agreement is hereby
amended by inserting the phrase "an Approved Deposit Account or" immediately
before the phrase "a Cash Collateral Account" in the sixth line thereof.
(e) AMENDMENTS TO ANNEXES.
(i) The list of Annexes to the Pledge and Security Agreement
is hereby amended by adding a new Annex 5 (Form of Deposit Account Control
Agreement) immediately after Annex 4 which shall be in the form of Exhibit B
attached hereto.
SECTION 2. GRANT OF SECURITY BY ADDITIONAL GRANTORS. Each of the
Persons listed on the signature pages hereto under the heading "Additional
Grantor" (each, an "Additional
3
Grantor") hereby becomes a party to the Pledge and Security Agreement as a
Grantor thereunder with the same force and effect as if originally named as a
Grantor therein and, without limiting the generality of the foregoing, hereby
grants to the Administrative Agent, as collateral security for the full, prompt
and complete payment and performance when due (whether at stated maturity, by
acceleration or otherwise) of the Secured Obligations of the undersigned, hereby
collaterally assigns, mortgages, pledges and hypothecates to the Administrative
Agent and grants to the Administrative Agent a Lien on and security interest in,
all of its right, title and interest in, to and under the Collateral of the
undersigned and expressly assumes all obligations and liabilities of a Grantor
thereunder.
SECTION 3. SUPPLEMENTS TO PLEDGE AND SECURITY AGREEMENT SCHEDULES.
The undersigned Grantors and Additional Grantors have attached hereto Schedules
1 through 7 to the Pledge and Security Agreement, which Schedules have been
amended and restated in their entirety, and the undersigned hereby certify, as
of the date first above written, that such Schedules are complete in all
material respects.
SECTION 4. 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 have first
been satisfied:
(a) the Administrative Agent shall have received counterparts of
this Amendment executed by the Borrower, Guardian and Unitive, Inc., as
Additional Grantor;
(b) Acknowledgment and Consents, in the form set forth hereto as
Exhibit A (each, a "Lender Consent"), executed by the Lenders constituting the
Requisite Lenders; and
(c) the Administrative Agent shall have received all Deposit Account
Control Agreements, duly executed by the corresponding Deposit Account Bank and
Loan Party, that, in the reasonable business judgment of the Administrative
Agent, shall be required for the Loan Parties to comply with Section 4.10 of the
Pledge and Security Agreement as amended by this Amendment.
Furthermore this Amendment is subject to the provisions of Section 10.1 of the
Credit Agreement.
SECTION 5. CONSTRUCTION WITH THE LOAN DOCUMENTS.
(a) On and after the Amendment Effective Date, each reference in the
Pledge and Security Agreement to "this Agreement," "hereunder," "hereof,"
"herein," or words of like import, and each reference in the other Loan
Documents to the Pledge and Security Agreement, shall mean and be a reference to
the Pledge and Security Agreement as amended hereby, and this Amendment and the
Pledge and Security 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 Pledge and Security 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 Pledge and Security 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
4
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 6. GOVERNING LAW. This Amendment is governed by the law of
the State of New York.
SECTION 7. REPRESENTATIONS AND WARRANTIES. Each Grantor hereby
represents and warrants that each of the representations and warranties made by
such Grantor in the Pledge and Security Agreement, as amended hereby, and the
other Loan Documents to which such Grantor is a party or by which such Grantor
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 8. 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 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 Grantor
By /s/ XXXXXXX X. XXXXX
_____________________________________
Name: Xxxxxxx X. Xxxxx
Title: Executive Vice President and
Chief Financial Officer
GUARDIAN ASSETS, INC.,
as Grantor
By /s/ XXXXXXX X. XXXXX
_____________________________________
Name: Xxxxxxx X. Xxxxx
Title: Chief Financial Officer
Additional Grantor:
UNITIVE, INC.,
By /s/ XXXXXX XXXXXXX
_____________________________________
Name: Xxxxxx Xxxxxxx
Title: Chief Financial Officer
UNITIVE, ELECTRONICS, INC.,
By /s/ XXXXXX XXXXXXX
_____________________________________
Name: Xxxxxx Xxxxxxx
Title: Chief Financial Officer
CITICORP NORTH AMERICA, INC.,
as Administrative Agent and Lender
By /s/ XXXXXX XXX
_____________________________________
Name: Xxxxxx Xxx
Title: Vice President
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO PLEDGE AND SECURITY AGREEMENT]
EXHIBIT A
ACKNOWLEDGEMENT AND CONSENT
To: Citicorp North America, Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Mr. [Xxxxxx Xxxx]
Re: Amkor Technology
Reference is made to the Credit Agreement, dated as of June 29, 2004
(as 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. ("CGMI"), 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, X.X. Xxxxxx Securities Inc. and Xxxxxxx Xxxxx, as
arrangers. Capitalized terms used herein and not otherwise defined herein are
used herein as defined in the Credit Agreement.
The Borrower has requested that the Lenders consent to an Amendment
to the Pledge and Security Agreement on the terms described in that certain
amendment to the Pledge and Security Agreement ("Amendment No. 1 to Security
Agreement"), the form of which is attached hereto.
Pursuant to Section 10.1 of the Credit Agreement, the undersigned
Lender hereby consents to the terms of Amendment No. 1 to Security Agreement and
authorizes the Administrative Agent to execute and deliver Amendment No. 1 to
Security Agreement on its behalf.
Very truly yours,
_____________________________________
JPMORGAN CHASE BANK
By: /s/ XXXXXXX XXXXXXXX
_________________________________
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
Dated as of October 27, 2004
_____________________________________
XXXXXXX XXXXX CAPITAL
CORPORATION
By: /s/ XXXXXXX X. XXXXXXX
_________________________________
Name: Xxxxxxx X. Xxxxxxx
Title: Director
Dated as of October 27, 2004
EXHIBIT B
ANNEX 1
TO
PLEDGE AND SECURITY AGREEMENT
FORM OF DEPOSIT ACCOUNT CONTROL AGREEMENT
_____________ __, ____
[Financial Institution]
[Address]
Ladies and Gentlemen:
Reference is made to account no. [__________] maintained with you
(the "Bank") by Amkor Technology, Inc. (the "Company"), into which funds are
deposited from time to time (the "Account"). The Company has entered into a
Pledge and Security Agreement, dated as of June 29, 2004 (as the same may be
amended, restated, supplemented or otherwise modified from time to time, the
"Pledge and Security Agreement"), among the Company, certain of its subsidiaries
and/or affiliates party thereto and Citicorp North America, Inc., as agent for
the Secured Parties referred to therein (in such capacity the "Administrative
Agent").
Pursuant to the Pledge and Security Agreement and related documents,
the Company has granted to the Administrative Agent, for the benefit of the
Secured Parties, a security interest in certain property of the Company,
including, among other things, accounts, inventory, equipment, instruments,
general intangibles and all proceeds thereof (the "Collateral"). Payments with
respect to the Collateral are or hereafter may be made to the Account. You, the
Company and the Administrative Agent are entering into this letter agreement to
perfect the security interest of the Administrative Agent in the Account.
The Company hereby transfers to the Administrative Agent exclusive
control of the Account and all funds and other property on deposit therein. By
your execution of this letter agreement, you (i) agree that you shall comply
with instructions originated by the Administrative Agent directing disposition
of the funds in the Account without further consent of the Company and (ii)
acknowledge and agree that the Administrative Agent now has exclusive control of
the Account, that all funds and other property on deposit in the Account shall
be transferred to the Administrative Agent as provided herein, that the Account
is being maintained by you for the benefit of the Administrative Agent and that
all amounts and other property therein are held by you as custodian for the
Administrative Agent.
Except as provided in clauses (b)(iii) and (e) below, the Account
shall not be subject to deduction, set-off, banker's lien, counterclaim,
defense, recoupment or any other right in favor of any person or entity other
than the Administrative Agent. By your execution of this letter agreement you
also acknowledge that, as of the date hereof, you have received no notice of any
other pledge or assignment of the Account and have not executed any agreements
with third parties covering the disposition of funds in the Account. You agree
with the Administrative Agent as follows:
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(a) Notwithstanding anything to the contrary or any other agreement
relating to the Account, the Account is and shall be maintained for the
benefit of the Administrative Agent, shall be entitled "Citicorp North
America, Inc. - Amkor Technology Inc. Account" and shall be subject to
written instructions only from an authorized officer of the Administrative
Agent.
(b) [A post office box (the "Lockbox") has been rented in the name
of the Company at the [___________] post office and the address to be used
for such Lockbox is:
[Insert address]
Your authorized representatives shall have access to the Lockbox under the
authority given by the Company to the post office and shall make regular
pick-ups from the Lockbox timed to gain maximum benefit of early
presentation and availability of funds. You shall endorse process all
checks received in the Lockbox and deposit such checks (to the extent
eligible) in the Account in accordance with the procedures set forth
below.
(i) You shall follow your usual operating procedures for the
handling of any [checks received from the Lockbox or other]
remittance received in the Account that contains restrictive
endorsements, irregularities (such as a variance between the written
and numerical amounts), undated or postdated items, missing
signatures, incorrect payees and the like.
(ii) You shall endorse and process all eligible checks and
other remittance items not covered by clause (iii) below and deposit
such checks and remittance items in the Account.
(iii) You shall mail all checks returned unpaid because of
uncollected or insufficient funds under appropriate advice to the
Company (with a copy of the notification of return to the
Administrative Agent). You may charge the Account for the amounts of
any returned check that has been previously credited to the Account.
To the extent insufficient funds remain in the Account to cover any
such returned check, the Company shall indemnify you for the
uncollected amount of such returned check upon your demand.
(iv) You shall maintain a record of all checks and other
remittance items received in the Account and, in addition to
providing the Company with photostatic copies thereof, vouchers,
enclosures and the like of such checks and remittance items on a
daily basis, furnish to the Administrative Agent a monthly statement
of the Account to Citicorp North America, Inc., as Administrative
Agent at the following address: 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000, Attention: [____________], with a copy to the Company.
(c) Prior to the delivery to you of a written notice from the
Administrative Agent in the form of Exhibit A hereto (a "Blockage
Notice"), you are authorized to transfer to the Company, in same day
funds, on each business day, the entire balance in the Account to the
following account:
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ABA Number:
[name and address of Company's bank]
Account Name: ______________________
Concentration Account
Account Number: ____________________
Reference: _________________________
Attn: ______________________________
or to such other account as the Company may from time to time designate in
writing.
(d) From and after the delivery to you of a Blockage Notice, you
shall transfer (by wire transfer or other method of transfer mutually
acceptable to you and the Administrative Agent) to the Administrative
Agent, in same day funds, on each business day, the entire balance in the
Account to the following account:
ABA Number:
Citibank, N.A.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Account Name: ______________________
Concentration Account
Account Number: ____________________
Reference: _________________________
Attn: ______________________________
or to such other account as the Administrative Agent may from time to time
designate in writing (the "Administrative Agent Concentration Account").
(e) All customary service charges and fees with respect to the
Account shall be debited to the Account. In the event insufficient funds
remain in the Account to cover such customary service charges and fees,
the Company shall pay and indemnify you for the amounts of such customary
service charges and fees.
This letter agreement shall be binding upon and shall inure to the
benefit of you, the Company, the Administrative Agent, the Secured Parties
referred to in the Pledge and Security Agreement and the respective successors,
transferees and assigns of any of the foregoing. This letter agreement may not
be modified except upon the mutual consent of the Administrative Agent, the
Company and you. You may terminate the letter agreement only upon 30 days' prior
written notice to the Company and the Administrative Agent. The Administrative
Agent may terminate this letter agreement upon 10 days' prior written notice to
you and the Company. Upon such termination you shall close the Account and
transfer all funds in the Account to the Administrative Agent Concentration
Account or as otherwise directed by the Administrative Agent. After any such
termination, you shall nonetheless remain obligated promptly to transfer to the
Administrative Agent Concentration Account or as the Administrative Agent may
otherwise direct all funds and other property received in respect of the
Account.
This letter agreement may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so
executed shall be deemed
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to be an original and all of which when taken together shall constitute one and
the same agreement. Delivery of an executed counterpart of a signature page to
this letter agreement by telecopier shall be effective as delivery of a manually
executed counterpart of this letter agreement.
This letter agreement supersedes all prior agreements, oral or
written, with respect to the subject matter hereof and may not be amended,
modified or supplemented except by a writing signed by the Administrative Agent,
the Company and you. You have not, and, without the prior consent of the
Administrative Agent and the Company, you shall not, agree with any third part
to comply with instructions or other directions concerning the Account or the
disposition of funds in the Account originated by such third party.
The Company hereby agrees to indemnify and hold you, your directors,
officers, agents and employees harmless against all claims, causes of action,
liabilities, lawsuits, demands and damages, including, without limitation, all
court costs and reasonable attorney fees, in each case in any way related to or
arising out of or in connection with this letter agreement or any action taken
or not taken pursuant hereto, except to the extent caused by your gross
negligence or willful misconduct.
This letter agreement shall be governed by, and construed in
accordance with, the law of the State of New York.
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Upon acceptance of this letter agreement it shall be the valid and
binding obligation of the Company, the Administrative Agent, and you, in
accordance with its terms.
Very truly yours,
AMKOR TECHNOLOGY, INC.
By: ________________________________
Name:
Title:
CITICORP NORTH AMERICA, INC.,
as Administrative Agent
By: ________________________________
Name:
Title:
ACKNOWLEDGED AND AGREED
as of the date first above written:
[FINANCIAL INSTITUTION]
By: ________________________________
Name:
Title:
[SIGNATURE PAGE TO DEPOSIT ACCOUNT CONTROL ACCOUNT AGREEMENT]
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EXHIBIT A
TO
DEPOSIT ACCOUNT CONTROL AGREEMENT
Form of Administrative Agent Blockage Notice
[Financial Institution]
[Address]
Re: Account No. ____________________ (the "Account")
Ladies and Gentlemen:
Reference is made to the Account and that certain Deposit Account
Control Agreement dated __________ __, 20__ among you, Citicorp North America,
Inc., as Administrative Agent (the "Administrative Agent"), and Amkor
Technology, Inc. (the "Deposit Account Control Agreement"). Capitalized terms
used herein shall have the meanings given to them in the Deposit Account Control
Agreement.
The Administrative Agent hereby notifies you that, from and after
the date of this notice, you are hereby directed to transfer (by wire transfer
or other method of transfer mutually acceptable to you and the Administrative
Agent) to the Administrative Agent, in same day funds, on each business day, the
entire balance in the Account to the Administrative Agent Concentration Account
specified in clause (d) of the Deposit Account Control Agreement or to such
other account as the Administrative Agent may from time to time designate in
writing.
Very truly yours,
CITICORP NORTH AMERICA, INC,
as Administrative Agent
By: ________________________________
Name:
Title:
[SIGNATURE PAGE TO DEPOSIT ACCOUNT CONTROL ACCOUNT AGREEMENT]
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