Exhibit 10.2
JOINDER AGREEMENT
ThisJoinder Agreement, dated as of May 12, 2005, is delivered pursuant toSection 7.10 (Additional Grantors)of the Pledge and Security Agreement, dated as of June 29, 2004, byAmkor Technology, Inc.(the “Borrower”),Guardian Assets, Inc. (“Guardian”) and the other Subsidiaries of the Borrower from time to time party thereto as Grantors in favor ofCiticorp North America, Inc., as agent for the Secured Parties referred to therein, as amended by Amendment No. 1 to the Pledge and Security Agreement, dated as of October 27, 2004, by the Borrower, Guardian,Unitive, Inc., Unitive Electronics, Inc.and the other Subsidiaries of the Borrower from time to time party thereto as Grantors in favor ofCiticorp North America, Inc., as agent for the Secured Parties referred to therein (as amended, the "Pledge and Security Agreement”). Capitalized terms used herein but not defined herein are used with the meanings given them in the Pledge and Security Agreement.
By executing and delivering this Joinder Agreement,Amkor International Holdings, LLC, a Delaware limited liability company, also existing asAmkor International Holdings, a company organized under the laws of the Cayman Islands (“Amkor International Holdings, LLC”),P-Four, LLC, a Delaware limited liability company, also existing asP-Four, Inc., a corporation organized under the laws of the Philippines (“P-Four, LLC”),Amkor Technology Limited, a company organized under the laws of the Cayman Islands andAmkor/Anam Pilipinas, L.L.C., a Delaware limited liability company, also existing asAmkor Technology Philippines, Inc., a corporation organized under the laws of the Philippines (“Amkor/Anam Pilipinas, L.L.C.”), as provided inSection 7.10 (Additional Grantors)of the Pledge and Security Agreement, hereby become parties to the Pledge and Security Agreement as Grantors thereunder with the same force and effect as if originally named as Grantors therein and, without limiting the generality of the foregoing, hereby grant 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 ofAmkor International Holdings, LLC, P-Four, LLC, Amkor Technology Limited andAmkor/Anam Pilipinas, L.L.C., hereby collaterally assign, mortgage, pledge and hypothecate to the Administrative Agent and grant to the Administrative Agent a Lien on and security interest in, all of their right, title and interest in, to and under the Collateral ofAmkor International Holdings, LLC, P-Four, LLC, Amkor Technology Limited andAmkor/Anam Pilipinas, L.L.C. and expressly assume all obligations and liabilities of Grantors thereunder.
The information set forth inAnnex 1-Ais hereby added to the information set forth inSchedules 1through6to the Pledge and Security Agreement. By acknowledging and agreeing to this Joinder Agreement,Amkor International Holdings, LLC, P-Four, LLC, Amkor Technology Limited andAmkor/Anam Pilipinas, L.L.C. hereby agree that this Joinder Agreement may be attached to the Pledge and Security Agreement and that the Pledged Collateral listed onAnnex 1-A to this Pledge Amendment shall be and become part of the Collateral referred to in the Pledge and Security Agreement and shall secure all Secured Obligations of the undersigned.
Amkor International Holdings, LLC, P-Four, LLC, Amkor Technology Limited andAmkor/Anam Pilipinas, L.L.C. hereby represent and warrant that each of the representations and warranties contained inArticle III (Representations and Warranties)of the Pledge and Security Agreement applicable to them are true and correct on and as the date hereof as if made on and as of such date.
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