TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On October 29, 2004, Amkor Technology, Inc. (“Amkor”) entered into:
(i) a Supplemental Indenture with Unitive, Inc. (“Unitive”), a Delaware corporation and subsidiary of Amkor, and U.S. Bank National Association (“U.S. Bank”), as Trustee, to the Indenture, dated as of May 13, 1999 (the “10 1/2% Indenture”), among Amkor and U.S. Bank (as successor to State Street Bank and Trust Company), relating to Amkor’s outstanding 10 1/2% Senior Subordinated Notes due 2009 (the “10 1/2% Notes”);
(ii) a Supplemental Indenture with Unitive Electronics, Inc. (“Unitive Electronics” and together with Unitive, each a “Guaranteeing Subsidiary”), a North Carolina corporation and indirect subsidiary of Amkor, and U.S. Bank, as Trustee, to the 10 1/2% Indenture;
(iii) a Supplemental Indenture with Unitive and U.S. Bank, as Trustee, to the Indenture, dated as of February 20, 2001 (the 9 1/4% Indenture), among Amkor and U.S. Bank (as successor to State Street Bank and Trust Company), relating to Amkor’s outstanding 9 1/4% Senior Notes due 2008 (the “9 1/4% Notes”);
(iv) a Supplemental Indenture with Unitive Electronics and U.S. Bank, as Trustee, to the 9 1/4% Indenture;
(v) a Supplemental Indenture with Unitive and U.S. Bank, as Trustee, to the Indenture, dated as of May 8, 2003 (“the 7.75% Indenture”), among Amkor and U.S. Bank, relating to Amkor’s outstanding 7.75% Senior Notes due 2013 (the “7.75% Notes”);
(vi) a Supplemental Indenture with Unitive Electronics and U.S. Bank, as Trustee, to the 7.75% Indenture;
(vii) a Supplemental Indenture (together with the Supplemental Indentures referred to in clauses (i) through (vi) above, each a “Supplemental Indenture” and collectively the “Supplemental Indentures”) with Unitive and Wells Fargo Bank, N.A. (“Wells Fargo”), as Trustee, to the Indenture, dated as of March 12, 2004 (the “7 1/8% Indenture”), among Amkor and Wells Fargo, relating to Amkor’s outstanding 7 1/8% Senior Notes due 2011 (the “7 1/8% Notes” and together with the 10 1/2% Notes, 9 1/4% Notes and 7.75% Notes, the “Notes”); and
(viii) a Supplemental Indenture with Unitive Electronics and Wells Fargo, as Trustee, to the 7 1/8% Indenture.
Each Guaranteeing Subsidiary also executed and delivered a Note Guarantee with each Supplemental Indenture. Each Supplemental Indenture and Note Guarantee provides for the unconditional guarantee by the Guaranteeing Subsidiary party thereto of Amkor’s obligations of payment and performance under the applicable Notes and the Indenture governing such Notes, each on the terms and conditions set forth in such Indenture.
Currently, approximately $200.0 million of the 10 1/2% Notes are outstanding. The 10 1/2% Notes are subordinated in right of payment to the prior payment in full of all of Amkor’s designated senior debt. Similarly, the obligations of each Guaranteeing Subsidiary under the guarantee of the 10 1/2% Notes are junior and subordinated to the guarantee of the obligations under Amkor’s senior notes, including the 9 1/4% Notes, 7.75% Notes and 7 1/8% Notes. The 10 1/2% Notes will mature on May 1, 2009 and have an annual coupon rate of 10 1/2%, payable semi-annually.
Currently, approximately (i) $470.5 million of the 9 1/4% Notes, (ii) $425.0 million of the 7.75% Notes, and (iii) $248.4 million of the 7 1/8% Notes are outstanding. The 9 1/4% Notes, 7.75% Notes and 7 1/8% Notes are unsecured senior obligations of Amkor, ranking senior in right of payment to all of Amkor’s subordinated and senior subordinated debt, and equally with Amkor’s other unsecured senior indebtedness.
The 9 1/4% Notes will mature on February 15, 2008 and have an annual coupon rate of 9 1/4%, payable semi-annually. The 7.75% Notes will mature on May 15, 2013 and have an annual coupon rate of 7.75%, payable semi-annually. The 7 1/8% Notes will mature on March 15, 2011 and have an annual coupon rate of 7 1/8%, payable semi-annually.
The Supplemental Indentures, each containing a complete listing of provisions, are included herein as exhibits.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
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| 10.1 | | Supplemental Indenture, dated as of October 29, 2004, among Amkor Technology, Inc. (“Amkor”), Unitive, Inc. (“Unitive”) and U.S. Bank National Association (“U.S. Bank”), as Trustee, to Indenture, dated as of May 13, 1999, among Amkor and U.S. Bank (as successor to State Street Bank and Trust Company), regarding Amkor’s 10 1/2% Senior Subordinated Notes due 2009. |
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| 10.2 | | Supplemental Indenture, dated as of October 29, 2004, among Amkor, Unitive Electronics, Inc. (“Unitive Electronics”) and U.S. Bank, as Trustee, to Indenture, dated as of May 13, 1999, among Amkor and U.S. Bank (as successor to State Street Bank and Trust Company), regarding Amkor’s 10 1/2% Senior Subordinated Notes due 2009. |
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| 10.3 | | Supplemental Indenture, dated as of October 29, 2004, among Amkor, Unitive and U.S. Bank, as Trustee, to Indenture, dated as of February 20, 2001, among Amkor and U.S. Bank (as successor to State Street Bank and Trust Company), regarding Amkor’s 9 1/4% Senior Notes due 2008. |
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| 10.4 | | Supplemental Indenture, dated as of October 29, 2004, among Amkor, Unitive Electronics and U.S. Bank, as Trustee, to Indenture, dated as of February 20, 2001, among Amkor and U.S. Bank (as successor to State Street Bank and Trust Company), regarding Amkor’s 9 1/4% Senior Notes due 2008. |
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| 10.5 | | Supplemental Indenture, dated as of October 29, 2004, among Amkor, Unitive and U.S. Bank, as Trustee, to Indenture, dated as of May 8, 2003, among Amkor and U.S. Bank, regarding Amkor’s 7.75% Senior Notes due 2013. |
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| 10.6 | | Supplemental Indenture, dated as of October 29, 2004, among Amkor, Unitive Electronics and U.S. Bank, as Trustee, to Indenture, dated as of May 8, 2003, among Amkor and U.S. Bank, regarding Amkor’s 7.75% Senior Notes due 2013. |
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| 10.7 | | Supplemental Indenture, dated as of October 29, 2004, among Amkor, Unitive and Wells Fargo Bank, N.A., as Trustee, to Indenture, dated as of March 12, 2004, among Amkor and Wells Fargo Bank, N.A., regarding Amkor’s 7 1/8% Senior Notes due 2011. |
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| 10.8 | | Supplemental Indenture, dated as of October 29, 2004, among Amkor, Unitive Electronics and Wells Fargo Bank, N.A., as Trustee, to Indenture, dated as of March 12, 2004, among Amkor and Wells Fargo Bank, N.A., regarding Amkor’s 7 1/8% Senior Notes due 2011. |
