AMENDMENT NO. 2 TO
AMENDED AND RESTATED CREDIT AGREEMENT
This AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated
as of September 30, 2001, among Amkor Technology, Inc. a Delaware corporation
(the "Borrower") and the Lenders (as defined below) party hereto and the
Administrative Agent (as defined below), amends certain provisions of the
Amended and Restated Credit Agreement dated as of March 30, 2001 (as amended,
the "Credit Agreement") among the Borrower, the lenders party thereto
(collectively the "Lenders"), the issuing banks party thereto, Salomon Smith
Barney Inc. ("SSBI"), as sole book manager, Citicorp USA, Inc., as
administrative agent (the "Administrative Agent") and as collateral agent (the
"Collateral Agent"), SSBI and Deutsche Banc Alex. Brown Inc. ("DBAB"), as
arrangers, and DBAB as syndication agent.
PRELIMINARY STATEMENTS:
(1) 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.
(2) The parties hereto have agreed to amend the Credit Agreement as
hereinafter set forth.
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 I (DEFINITIONS AND ACCOUNTING TERMS).
(i) The definition of "Applicable Margin" in Section 1.1
(Certain Defined Terms) of the Credit Agreement is hereby amended and restated
in it entirety to read as follows:
"Applicable Margin" means (a) for the period beginning on
October 1, 2001 through December 31, 2002, (i) with respect to the Term B
Facility, 4.00% per annum in the case of Eurodollar Rate Advances and
3.00% per annum in the case of Base Rate Advances and (ii) with respect to
the Revolving Credit Facility, 3.75% per annum in the case of Eurodollar
Rate Advances and 2.75% per annum in the case of Base Rate Advances, and
(b) thereafter (i) with respect to the Term B Facility, 3.00% per annum in
the case of Eurodollar Rate Advances and 2.00% per annum in the case of
Base Rate Advances, and (ii) with respect to the Revolving Credit
Facility, a percentage per annum determined by reference to the Leverage
Ratio as set forth below:
BASE RATE EURODOLLAR
LEVERAGE RATIO ADVANCES RATE ADVANCES
Level I
less than or equal to 1.25:1.0 1.00% 2.00%
Level II
greater than 1.25:1.0 and less than or equal to 1.75:1.0 1.25% 2.25%
Level III
greater than 1.75:1.0 and less than or equal to 2.25:1.0 1.50% 2.50%
Level IV
greater than 2.25:1.0 1.75% 2.75%
For the purposes of this clause (b)(ii), the Applicable Margin for each
Base Rate Advance shall be determined by reference to the Leverage Ratio
in effect from time to time and the Applicable Margin for each Eurodollar
Rate Advance shall be determined by reference to the Leverage Ratio in
effect on the first day of each Interest Period for such Advance;
provided, however, that (A) no change in the Applicable Margin shall be
effective until three Business Days after the date on which the
Administrative Agent receives the financial statements required to be
delivered pursuant to Section 5.3(b) or (c), as the case may be, and a
certificate of the Chief Financial Officer of the Borrower demonstrating
such Leverage Ratio, (B) the Applicable Margin shall be at Level IV for so
long as the Borrower has not submitted to the Administrative Agent the
information described in clause (A) of this proviso as and when required
under Section 5.3(b) or (c), as the case may be and (C) the Applicable
Margin shall be at Level IV in the event a Default has occurred and is
continuing.
(ii) The definition of "EBITDA" in Section 1.1 (Certain
Defined Terms) of the Credit Agreement is hereby amended and restated in it
entirety to read as follows:
"EBITDA" means, for any period, the sum, determined on a
Consolidated basis, of (a) Net Income, (b) interest expense, (c) income
tax expense, (d) to the extent included in Consolidated Net Income,
non-cash foreign currency loss (or less any non-cash foreign currency
gain), (e) to the extent included in Net Income, (i) non-cash equity in
loss of Affiliates (or less any non-cash equity in income of Affiliates)
and (ii) non-cash losses in respect of (A) fixed assets and (B) goodwill
associated with acquisitions, (f) depreciation expense and (g)
amortization expense, in each case of the Borrower and its Restricted
Subsidiaries, determined in accordance with GAAP for such period.
(iii) The definition of "Eligible Collateral" in Section 1.1
(Certain Defined Terms) of the Credit Agreement is hereby amended and restated
in its entirety to read as follows:
"Eligible Collateral" means Eligible Receivables.
(iv) The definition of "Eligible Inventory" in Section 1.1
(Certain Defined Terms) of the Credit Agreement is hereby deleted in its
entirety.
(v) The definition of "Loan Value" in Section 1.1 (Certain
Defined Terms) of the Credit Agreement is hereby amended and restated in its
entirety to read as follows:
"Loan Value" means up to 85% of the value of Eligible
Receivables.
(vi) The following new definition is hereby added after the
definition of "Unrestricted Subsidiary" contained in Section 1.1 (Certain
Defined Terms) of the Credit Agreement:
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"Unused Commitment Fee Rate" means (i) for the period
beginning on October 1, 2001 through December 31, 2002, 0.75% per annum
and (ii) at all other times, 0.50% per annum.
(vii) Section 1.3 (Accounting Terms) of the Credit Agreement
is hereby amended and restated in its entirety to read as follows:
Section 1.3. Accounting Terms. All accounting terms not
specifically defined herein shall be construed in accordance with
generally accepted accounting principles consistent with those applied in
the preparation of the financial statements referred to in Section 4.1(g);
provided, however, on the effective date of Rules 141 and 142 of the
Financial Accounting Standards Board, such accounting principles shall be
deemed amended by such rules (such accounting principles, as and when so
amended, being hereinafter referred to as "GAAP").
(b) AMENDMENTS TO ARTICLE II (AMOUNTS AND TERMS OF THE ADVANCES AND
THE LETTERS OF CREDIT).
(i) Section 2.5(b) (Mandatory Termination or Reduction of the
Commitments) of the Credit Agreement is hereby amended by adding a new
sub-clause (iii) immediately after sub-clause (ii) to read in its entirety as
follows:
(iii) On November [6], 2001, the Revolving Credit
Facility shall be permanently reduced from $200,000,000 to $100,000,000
and each Revolving Credit Lender's Revolving Credit Commitment shall be
ratably reduced in accordance with such Revolving Credit Lender's Pro Rata
Share.
(ii) Section 2.8(a) (Fees) of the Credit Agreement is hereby
amended by replacing the phrase "the rate of 1/2 of 1% per annum" in the seventh
line thereof with the phrase "the Unused Commitment Fee Rate".
(c) AMENDMENTS TO ARTICLE V (COVENANTS OF THE BORROWER).
(i) Section 5.1(p) (Conditions Subsequent) of the Credit
Agreement is hereby amended by adding a new sub-clause (ii) immediately after
sub-clause (i) to read in its entirety as follows:
(ii) Deliver to the Administrative Agent as soon as
possible and in any event no later than [December 3, 2001], in form and
substance reasonably acceptable to the Administrative Agent, control
account agreements executed by the Borrower and acknowledged by the
appropriate securities intermediary, for the cash investment accounts
listed below:
COMPANY BANK ACCOUNT #
Amkor Technology, Inc. JP Morgan 5011091
Merrill Lynch 550-07798
ABN AMRO 6656
Amkor Technology Limited JP Morgan 5013702
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(ii) Clause (iii) of Section 5.2(f) (Investments in Other
Persons) of the Credit Agreement is hereby amended and restated in its entirety
to read as follows:
(iii) Investments by the Borrower and its Restricted
Subsidiaries in cash and Cash Equivalents; provided, however, that from
and after December 3, 2001 any Cash Equivalents (other than customary
overnight investments from deposit accounts) shall be held in a securities
account with respect to which the Collateral Agent has "control" (as
defined in the Uniform Commercial Code as in effect in the State of New
York), pursuant to a control account agreement reasonably acceptable to
the Administrative Agent and provided further, however, prior to December
31, 2001 the Borrower and its Restricted Subsidiaries may maintain (but
not renew) Investments in short-term Korean bank deposits existing on
November 1, 2001.
(iii) Section 5.2(f) (Investments in Other Persons) of the
Credit Agreement is hereby amended by adding the following sentence at the end
thereof:
Notwithstanding anything in this Section 5.2(f) to the contrary, during
the period commencing on October 1, 2001 and ending on December 31, 2002,
cash Investments made pursuant to clauses (ii), (vii) and (x) above shall
not exceed $40,000,000 in the aggregate (net of (x) cash returns received
on such Investments made during such period and (y) Net Cash Proceeds
received in any transaction or series of transactions where any such cash
Investment is made and, in connection with such cash Investment, cash is
paid, repaid or refunded in the issuance of, or in exchange for, Equity
Interests of the Borrower during such period).
(iv) Section 5.2(o) (Capital Expenditures) of the Credit
Agreement is hereby amended by adding the following sentence to the end thereof:
Notwithstanding anything in this clause (o) to the contrary, the Borrower
will not at any time permit Capital Expenditures during each fiscal
quarter ending on December 31, 2001, March 31, 2002, June 30, 2002,
September 31, 2002 and December 31, 2002 to exceed $25,000,000 in any such
quarter; provided that the unused portion of Capital Expenditures
permitted in any such fiscal quarter (including any amount carried over
from a previous quarter pursuant to this proviso) and not used in such
quarter may be carried over and added to the amount otherwise permitted in
the immediately succeeding fiscal quarter, through the fiscal quarter
ending December 31, 2002.
(v) Section 5.3(m) (Borrowing Base Certificate) of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:
(m) Borrowing Base Certificate. Within ten Business Days
after the end of each month, a Borrowing Base Certificate, as at the end
of the previous month, certified by the chief financial officer of the
Borrower.
(vi) Section 5.3 (Reporting Requirements) of the Credit
Agreement is hereby amended by renaming clause (o) as clause (p) and inserting a
new clause (o) immediately after clause (n) thereof to read in its entirety as
follows:
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(o) Monthly Financials. As soon as available and in any
event within 30 days after the end of each fiscal month (other than a
fiscal month that is the last month of a fiscal quarter) through the month
ending December, 2002, an unaudited Consolidated statement of income and
an unaudited Consolidated summary of cash flows of the Borrower and its
Subsidiaries for (i) the period commencing at the end of the previous
fiscal month and ending with the end of such fiscal month and (ii) that
portion of the current Fiscal Year ending as of the close of such fiscal
month, all in reasonable detail and duly certified (subject to year-end
audit adjustments) by the chief financial officer of the Borrower as
having been prepared in accordance with GAAP, together with (i) a
certificate of said officer stating that no Default has occurred and is
continuing or, if a Default has occurred and is continuing, a statement as
to the nature thereof and the action that the Borrower has taken and
proposes to take with respect thereto and (ii) a schedule in form
satisfactory to the Administrative Agent of the computations used by the
Borrower in determining compliance with the covenants contained in Section
5.4, provided that in the event of any change in GAAP used in the
preparation of such financial statements, the Borrower shall also provide,
if necessary for the determination of compliance with Section 5.4, a
statement of reconciliation conforming such financial statements to GAAP.
(vii) Section 5.4 (Financial Covenants) of the Credit
Agreement is hereby amended in its entirety to read as follows:
(a) Fixed Charge Coverage Ratio; Revolving Credit
Availability. Maintain at all times from and after January 1, 2003, (i) a
Fixed Charge Coverage Ratio of not less than 1.10:1 and (ii) as at the
last day of each Measurement Period, a Revolving Credit Availability of
not less than $50,000,000.
(b) Leverage Ratio. Maintain at all times a Leverage
Ratio of not more than the amount set forth below for each period set
forth below:
QUARTER ENDING RATIO
March 31, 2003 2.25:1
June 30, 2003 2.25:1
September 30, 2003 2.25:1
December 31, 2003 2.25:1
March 31, 2004 2.00:1
June 30, 2004 2.00:1
September 30, 2004 2.00:1
December 31, 2004 2.00:1
March 31, 2005 2.00:1
June 30, 2005 2.00:1
September 30, 2005 2.00:1
(c) Interest Coverage Ratio. Maintain at all times an
Interest Coverage Ratio of not less than the amount set forth below for
each period set forth below:
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QUARTER ENDING RATIO
March 31, 2003 4.00:1
June 30, 2003 4.00:1
September 30, 2003 4.00:1
December 31, 2003 4.00:1
March 31, 2004 4.00:1
June 30, 2004 4.00:1
September 30, 2004 4.00:1
December 31, 2004 4.00:1
March 31, 2005 4.00:1
June 30, 2005 4.00:1
September 30, 2005 4.00:1
(d) Tangible Net Worth. The Borrower will not permit
Tangible Net Worth at any time on or after January 1, 2003 to be less than
(i) 90% of the Tangible Net Worth on September 30, 2001 plus (ii) 50% of
the sum of Consolidated Net Income of the Borrower and its Restricted
Subsidiaries for each fiscal quarter beginning with the first quarter
after September 30, 2001 (without reduction for losses) plus (iii) the
amount of Net Cash Proceeds from issuances of Equity Interests received by
the Borrower since September 30, 2001. For the quarter ending September
30, 2001, the Tangible Net Worth will not include any write down of Equity
Interests in Anam proceeds from issuances of Equity Interests received by
the Borrower since the Effective Date.
(e) Minimum EBITDA. Maintain for each Measurement Period
ending on the last day of each fiscal quarter set forth below, EBITDA of
not less than the amount set forth below opposite such fiscal quarter:
QUARTER ENDING AMOUNT
September 30, 2001 $330,000,000
December 31, 2001 $145,000,000
March 31, 2002 $60,000,000
June 30, 2002 $55,000,000
September 30, 2002 $95,000,000
December 31, 2002 $150,000,000
(f) Minimum Daily Liquidity. Maintain (i) on September
30, 2001 the sum of (x) Revolving Credit Availability and (y) cash and
Cash Equivalents of not less than $350,000,000 and (ii) on each day during
each fiscal quarter set forth below the sum on such day of (x) Revolving
Credit Availability and (y) cash and Cash Equivalents of not less than the
amount set forth below opposite such quarter:
QUARTER ENDING AMOUNT
December 31, 2001 $125,000,000
March 31, 2002 $90,000,000
June 30, 2002 $75,000,000
September 30, 2002 $85,000,000
December 31, 2002 $110,000,000
-6-
SECTION 2. CONDITIONS TO EFFECTIVENESS. This Amendment shall become
effective as of the date hereof on the date (the "Amendment Effective Date")
when the following conditions precedent have been satisfied:
(a) the Administrative Agent shall have received counterparts of
this Amendment executed by the Borrower and the Required Lenders or, as to any
of the Lenders, evidence satisfactory to the Administrative Agent that such
Lender has executed this Amendment;
(b) each Subsidiary Guarantor shall have executed a consent to this
Amendment in the form attached hereto;
(c) the Borrower shall have prepaid (x) the Term B Advances in an
aggregate amount equal to $125,000,000 and such prepayment shall be applied in
accordance with Section 2.6(c) of the Credit Agreement and (y) the Revolving
Credit Advances to the extent required under Section 2.6(b)(iii) of the Credit
Agreement; and
(d) the Administrative Agent shall have received from the Borrower
(x) for the account of each Lender that has executed this Amendment and
delivered evidence thereof satisfactory to the Administrative Agent at or before
5:00 p.m. New York City time on November [6], 2001, an amendment fee equal to
0.125% of the aggregate amount of the outstanding Term B Advances and Revolving
Credit Commitments of each such Lender as of such date and (y) the fees set
forth in that certain fee letter dated November [6], 2001 from Salomon Smith
Barney Inc. to the Company.
Furthermore this Amendment is subject to the provisions of Section 8.1 of the
Credit Agreement.
SECTION 3. WAIVER. The Required Lenders hereby waive: (a) any
Default or Event of Default that may have occurred prior to the Amendment
Effective Date as a result of any failure of the Borrower to comply with the
financial covenants contained in Section 5.4 of the Credit Agreement (prior to
the amendment thereof pursuant to this Amendment) and (b) any notice of
prepayment that may be required under Section 2.6(a) of the Credit Agreement in
connection with the prepayment of the Term B Advances pursuant to Section 2(c)
of this Amendment. This waiver does not extend to any financial covenant
contained in the Credit Agreement after giving effect to this Amendment.
SECTION 4. 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 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
-7-
Issuing Banks, 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 5. GOVERNING LAW. This Amendment is governed by the law of
the State of New York.
SECTION 6. 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 7. 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.,
By /s/ Kenneth T. Joyce
---------------------------------
Name: Kenneth T. Joyce
Title: Executive Vice President
and Chief Financial Officer
CITICORP USA, INC.,
as Administrative Agent
By
---------------------------------
Name:
Title:
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
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.,
By
---------------------------------
Name:
Title:
CITICORP USA, INC.,
as Administrative Agent
By /s/ Suzanne Crymes
---------------------------------
Name: Suzanne Crymes
Title: Vice President
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
ABN AMRO BANK N.V.
By /s/ Natalie Smith
---------------------------------
Name: Natalie Smith
Title: Vice President
By /s/ Jana Dombrowski
---------------------------------
Name: Jana Dombrowski
Title: Vice President
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
AERIES FINANCE-II LTD.
By: INVESCO Senior Secured Management, Inc.
As Sub-Managing Agent
By /s/ Joseph Rotondo
---------------------------------
Name: JOSEPH ROTONDO
Title: AUTHORIZED SIGNATORY
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
AIM FLOATING RATE FUND
By: INVESCO Senior Secured Management, Inc.
As Attorney in fact
By /s/ Joseph Rotondo
---------------------------------
Name: JOSEPH ROTONDO
Title: AUTHORIZED SIGNATORY
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
AMARA-I FINANCE, LTD.
By: INVESCO Senior Secured Management, Inc.
As Sub-advisor
By /s/ Joseph Rotondo
---------------------------------
Name: JOSEPH ROTONDO
Title: AUTHORIZED SIGNATORY
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
AMARA 2 FINANCE, LTD.
By: INVESCO Senior Secured Management, Inc.
As Sub-Advisor
By /s/ Joseph Rotondo
---------------------------------
Name: JOSEPH ROTONDO
Title: AUTHORIZED SIGNATORY
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
ARES Leveraged Investment Fund II, L.P.
By: ARES Management II, L.P.
Its: General Partner
By /s/ Christopher N. Jacobs
---------------------------------
Title: CHRISTOPHER N. JACOBS
VICE PRESIDENT
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
ARES III CLO Ltd.
By: ARES CLO Management LLC,
Investment Manager
By /s/ Christopher N. Jacobs
---------------------------------
CHRISTOPHER N. JACOBS
VICE PRESIDENT
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
ARES IV CLO Ltd.
By: ARES CLO Management IV, L.P.,
Investment Manager
By: ARES CLO GP IV, LLC,
Its Managing Member
By /s/ Christopher N. Jacobs
---------------------------------
Name: CHRISTOPHER N. JACOBS
Title: VICE PRESIDENT
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
ARES Leveraged Investment Fund II, L.P.
By: ARES Management II, L.P.
Its: General Partner
By /s/ Christopher N. Jacobs
---------------------------------
Title: CHRISTOPHER N. JACOBS
VICE PRESIDENT
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
ARES III CLO Ltd.
By: ARES CLO Management LLC,
Investment Manager
By /s/ Christopher N. Jacobs
---------------------------------
CHRISTOPHER N. JACOBS
VICE PRESIDENT
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
ARES IV CLO Ltd.
By: ARES CLO Management IV, L.P.,
Investment Manager
By: ARES CLO GP IV, LLC,
Its Managing Member
By /s/ Christopher N. Jacobs
---------------------------------
Name: CHRISTOPHER N. JACOBS
Title: VICE PRESIDENT
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
AVALON CAPITAL LTD.
By: INVESCO Senior Secured Management, Inc.
As Portfolio Advisor
By /s/ Joseph Rotondo
---------------------------------
Name: JOSEPH ROTONDO
Title: AUTHORIZED SIGNATORY
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
AVALON CAPITAL LTD. 2
By: INVESCO Senior Secured Management, Inc.
As Portfolio Advisor
By /s/ Joseph Rotondo
---------------------------------
Name: JOSEPH ROTONDO
Title: AUTHORIZED SIGNATORY
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
AMMC CDO I, LIMITED
BY: AMERICAN MONEY MANAGEMENT CORP.,
AMENDMENT TO THE AMENDED AS COLLATERAL MANAGER
AND RESTATED CREDIT AGREEMENT ---------------------------------
DATED MARCH 30, 2001 AMONG as Lender
AMKOR TECHNOLOGY, INC. AND
ITS SUBSIDIARIES
By /s/ David P. Meyer
---------------------------------
Name: DAVID P. MEYER
Title: VICE PRESIDENT
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
AMMC CDO II, LIMITED
BY: AMERICAN MONEY MANAGEMENT CORP.,
AMENDMENT TO THE AMENDED AS COLLATERAL MANAGER
AND RESTATED CREDIT AGREEMENT ---------------------------------
DATED MARCH 30, 2001 AMONG as Lender
AMKOR TECHNOLOGY, INC. AND
ITS SUBSIDIARIES
By /s/ David P. Meyer
---------------------------------
Name: DAVID P. MEYER
Title: VICE PRESIDENT
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
APEX (IDM) CDO I, LTD., as a Lender
By: Institutional Debt Management, Inc.,
as Collateral Manager
By /s/ EA Kratzman
---------------------------------
Name: EA Kratzman
Title: Managing Director
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
CONSENT OF SUBSIDIARY GUARANTOR
Dated as of September 30, 2001
Each of the undersigned corporations, as a Subsidiary Guarantor under the
Subsidiary Guaranty dated April 28, 2000 (as confirmed by the Guaranty and
Security Confirmation dated as of March 30, 2001, the "Subsidiary 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 Subsidiary
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 Subsidiary 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.
GUARDIAN ASSETS, INC.
By:
---------------------------------
Name:
Title:
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
------------------------------------,
as Lender
By
---------------------------------
Name:
Title:
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
Bank of China, New York Branch,
as Lender
By: /s/ Bailin Zheng
---------------------------------
Name: Bailin Zheng
Title: General Manager
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
The Bank of Nova Scotia,
as Lender
By: /s/ Todd S. Meller
---------------------------------
Name: TODD S. MELLER
Title: MANAGING DIRECTOR
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
Bank of Tokyo-Mitsubishi Trust
as Lender
By: /s/ Heather Zimmermann
---------------------------------
Name: H. Zimmermann
Title: Vice President
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
Bankers Trust Company,
as Lender
By: /s/ Mary Jo Jolly
---------------------------------
Name: MARY JO JOLLY
Title: ASSISTANT VICE PRESIDENT
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
BARCLAYS BANK PLC,
as Lender
By: /s/ John Giannone
---------------------------------
Name: John Giannone
Title: Director
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
Black Diamond International Funding, Ltd.,
as Lender
By: /s/ Alan Corkish
---------------------------------
Name: Alan Corkish
Title: Director
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
Black Diamond CLO 1998-1 Ltd.,
as Lender
By: /s/ Alan Corkish
---------------------------------
Name: Alan Corkish
Title: Director
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
Black Diamond CLO 2000-1 Ltd.,
as Lender
By: /s/ Alan Corkish
---------------------------------
Name: Alan Corkish
Title: Director
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
BNP PARIBAS,
as Lender
By: /s/ Stuart Darby
---------------------------------
Name: Stuart Darby
Title: Vice President
/s/ Robert Mimaki
------------------------------------
Robert Mimaki
Vice President
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
Captiva Finance Ltd.,
as Lender
By: /s/
---------------------------------
Name:
Title:
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
CENTURION CDO II, LTD.
BY: AMERICAN EXPRESS ASSET MANAGEMENT
GROUP INC. AS COLLATERAL MANAGER
------------------------------------,
as Lender
By: /s/ Lynn A. Hopton
---------------------------------
Name: LYNN A. HOPTON
Title: SENIOR MANAGING DIRECTOR
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
CERES II FINANCE LTD.
By: INVESCO Senior Secured Management, Inc.
As Sub-Managing Agent (Financial)
By /s/ Joseph Rotondo
---------------------------------
Name: JOSEPH ROTONDO
Title: AUTHORIZED SIGNATORY
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
CHARTER VIEW PORTFOLIO
By: INVESCO Senior Secured Management, Inc.
As Investment Advisor
By /s/ Joseph Rotondo
---------------------------------
Name: JOSEPH ROTONDO
Title: AUTHORIZED SIGNATORY
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
Citadel Hill 2000, Ltd,
------------------------------------
as Lender
By /s/ N. Karsiotis
---------------------------------
Name: N. Karsiotis
Title: Authorized Signatory
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
CITIBANK, N.A.,
as Lender
By /s/ Suzanne Crymes
---------------------------------
Name: Suzanne Crymes
Title: Vice President
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
Clydesdale CLO 2001-1, LTD.
as Lender
By /s/ Rick Stewart
---------------------------------
Name: Rick Stewart
Title: Director
By Nomura Corporate Research and
Asset Management Inc. as Collateral Manager
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
COLISEUM FUNDING LTD.
as Lender
By Travelers Asset Management
International Company LLC
By /s/ Matthew J. McInerny
---------------------------------
Name: Matthew J. McInerny
Title: Assistant Investment Officer
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
COLUMBUS LOAN FUNDING LTD.
as Lender
By Travelers Asset Management
International Company LLC
By /s/ Matthew J. McInerny
---------------------------------
Name: Matthew J. McInerny
Title: Assistant Investment Officer
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
Comerica Bank, as Lender
By /s/ Robert P. Wilson
---------------------------------
Name: Robert P. Wilson
Title: AVP
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
CPF Asset Advisory - Asset Manager for
PROMETHEUS INVESTMENT FUNDING I LLC,
as Lender
By /s/ Elizabeth H. Tallmadge
---------------------------------
Name: ELIZABETH H. TALLMADGE
Title: MANAGING DIRECTOR
CHIEF INVESTMENT OFFICER
By /s/ Ajay Nanda
---------------------------------
Name: AJAY NANDA
Title: ASSOCIATE DIRECTOR
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
CSAM Funding I
as Lender
By /s/ Andrew Marshak
---------------------------------
Name: Andrew Marshak
Title: Authorized Signatory
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
Cypress Tree Investment Partners I, Ltd.,
as Lender
By: Cypress Tree Investment Management
Company, Inc., as Portfolio Manager
By /s/ P. Jeffrey Huth
---------------------------------
Name: P. Jeffrey Huth
Title: Principal
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
Cypress Tree Investment Partners II, Ltd.,
as Lender
By: Cypress Tree Investment Management
Company, Inc., as Portfolio Manager
By /s/ P. Jeffrey Huth
---------------------------------
Name: P. Jeffrey Huth
Title: Principal
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
ELC (CAYMAN) LTD. CDO SERIES 1999-1,
as a Lender
By: Institutional Debt Management, Inc.,
as Collateral Manager
By /s/ EA Kratzman
---------------------------------
Name: EA Kratzman
Title: Managing Director
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
ELC (CAYMAN) LTD., as a Lender
By: Institutional Debt Management, Inc.,
as Collateral Manager
By /s/ EA Kratzman
---------------------------------
Name: EA Kratzman
Title: Managing Director
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
ELC (CAYMAN) LTD. 1999-III, as a Lender
By: Institutional Debt Management, Inc.,
as Collateral Manager
By /s/ EA Kratzman
---------------------------------
Name: EA Kratzman
Title: Managing Director
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
ELC (CAYMAN) LTD. 2000-1, as a Lender
By: Institutional Debt Management, Inc.,
as Collateral Manager
By /s/ EA Kratzman
---------------------------------
Name: EA Kratzman
Title: Managing Director
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
ELC (CAYMAN) LTD. 1999-II, as a Lender
By: Institutional Debt Management, Inc.,
as Collateral Manager
By /s/ EA Kratzman
---------------------------------
Name: EA Kratzman
Title: Managing Director
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
ELT LTD.,
as Lender
By /s/ Ann E. Morris
---------------------------------
Name: Ann E. Morris
Title: Authorized Agent
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
Erste Bank,
as Lender
By /s/ John Fay
---------------------------------
Name: JOHN FAY
Title: VICE PRESIDENT
ERSTE BANK NEW YORK BRANCH
By /s/ John S. Runnion
---------------------------------
Name: JOHN S. RUNNION
MANAGING DIRECTOR
ERSTE BANK NEW YORK BRANCH
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
First Allmerica Financial Life Insurance
Company, as Lender
By: Cypress Tree Investment Management
Company, Inc., as Attorney-in-Fact
for, on behalf of, and as Portfolio
Manager for First Allmerica Financial
Life Insurance Company
By /s/ P. Jeffrey Huth
---------------------------------
Name: P. Jeffrey Huth
Title: Principal
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
First Dominion Funding II
as Lender
By /s/ Andrew Marshak
---------------------------------
Name: Andrew Marshak
Title: Authorized Signatory
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
First Union National Bank,
as Lender
By /s/ Shawn C. Young
---------------------------------
Name: Shawn C. Young
Title: Assistant Vice President
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
Galaxy CLO 1999-1, Ltd.,
By: SAI Investment Advisor, Inc
Its Collateral Manager
as Lender
By /s/ Thomas G. Brandt
---------------------------------
Name: Thomas G. Brandt
Title: Authorized Agent
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
Sankaty Advisors, LLC as Collateral
Manager for Great Point CLO 1999-1
LTD., as Term Lender
---------------------------------,
as Lender
By /s/ Diane J. Exter
------------------------------
Name: DIANE J. EXTER
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
Harbour Town Funding Trust,
as Lender
By /s/ Ann E. Morris
---------------------------------
Name: Ann E. Morris
Title: Authorized Agent
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
HarbourView CDO II Ltd., Fund
as Lender
By /s/ Lisa Chaffee
---------------------------------
Name: LISA CHAFFEE
Title: MANAGER
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
IBM Credit Corporation,
as Lender
By /s/ Thomas S. Curcio
---------------------------------
Name: Thomas S. Curcio
Title: Manager of Credit
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
The Industrial Bank of Japan, Ltd.
as Lender
By /s/ Andreas Panteli
---------------------------------
Name: Andreas Panteli
Title: Senior Vice President
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
J.H. Walthem Market Value Fund., L.P.
as Lender
By /s/ Kevin J. Cohen
---------------------------------
Name: Kevin J. Cohen
Title: Authorized Signatory
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
KZH CYPRESSTREE-1 LLC,
as Lender
By /s/ Susan Lee
---------------------------------
Name: Susan Lee
Title: Authorized Agent
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
KZH SHOSHONE LLC,
as Lender
By /s/ Susan Lee
---------------------------------
Name: Susan Lee
Title: Authorized Agent
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
KZH SOLEIL LLC
as Lender
By /s/ Susan Lee
---------------------------------
Name: Susan Lee
Title: Authorized Agent
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
KZH SOLEIL-2 LLC,
as Lender
By /s/ Susan Lee
---------------------------------
Name: Susan Lee
Title: Authorized Agent
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
KZH STERLING LLC,
as Lender
By /s/ Susan Lee
---------------------------------
Name: Susan Lee
Title: Authorized Agent
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
LIBERTY-STEIN ROE ADVISOR FLOATING
RATE ADVANTAGE FUND, by Stein Roe &
Farnham Incorporated As Advisor,
as Lender
By /s/ James R. Fellows
---------------------------------
Name: James R. Fellows
Title: Sr. Vice President &
Portfolio Manager
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
LONG LANE MASTER TRUST IV
as Lender
By: Fleet National Bank as Trust
Administrator
By /s/ Kevin Kearns
---------------------------------
Name: Kevin Kearns
Title: Managing Director
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
MASTER SENIOR FLOATING RATE TRUST,
as Lender
By /s/ Harsh Jaggi
---------------------------------
Name: HARSH JAGGI
Title: AUTHORIZED SIGNATORY
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.
as Lender
By /s/ Harsh Jaggi
---------------------------------
Name: HARSH JAGGI
Title: AUTHORIZED SIGNATORY
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
MERRILL LYNCH GLOBAL INVESTMENT SERIES:
BANK LOAN INCOME PORTFOLIO
By: Merrill Lynch Investment Managers, L.P.
as Investment Advisor, as Lender
By /s/ Harsh Jaggi
---------------------------------
Name: HARSH JAGGI
Title: AUTHORIZED SIGNATORY
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
Metropolitan Property and Casualty
Insurance Company, as Lender
By /s/ James R. Dingler
---------------------------------
Name: James R. Dingler
Title: Director
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
Metropolitan Property and Casualty
Insurance Company, as Lender
By /s/ James R. Dingler
---------------------------------
Name: James R. Dingler
Title: Director
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
NORTH AMERICAN SENIOR FLOATING RATE FUND INC.
BY: STANFIELD CAPITAL PARTNERS LLC
AS SUBADVISOR
as Lender
By /s/ Gregory L. Smith
-------------------------------------
Name: Gregory L. Smith
Title: Partner
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
Northwoods Capital II, Limited
Angelo, Gordon & Co., as Collateral Manager
By /s/ John W. Fraser
-------------------------------------
Name: JOHN W. FRASER
Title: MANAGING DIRECTOR
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
Northwoods Capital III, Limited
Angelo, Gordon & Co., as Collateral Manager
By /s/ John W. Fraser
-------------------------------------
Name: JOHN W. FRASER
Title: MANAGING DIRECTOR
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
OASIS COLLATERALIZED HIGH INCOME
PORTFOLIO-1, LTD
By: INVESCO Senior Secured Management, Inc.
As Subadvisor
By /s/ Joseph Rotondo
---------------------------------
Name: JOSEPH ROTONDO
Title: AUTHORIZED SIGNATORY
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
OCTAGON INVESTMENT PARTNERS II, LLC
By: Octagon Credit Investors, LLC
as sub-investment manager
------------------------------------
as Lender
By /s/ Michael B. Nechamkin
---------------------------------
Name: Michael B. Nechamkin
Title: Portfolio Manager
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
OCTAGON INVESTMENT PARTNERS III, LTD.
By: Octagon Credit Investors, LLC
as Portfolio Manager
------------------------------------
as Lender
By /s/ Michael B. Nechamkin
---------------------------------
Name: Michael B. Nechamkin
Title: Portfolio Manager
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
OCTAGON INVESTMENT PARTNERS IV, LTD.
By: Octagon Credit Investors, LLC
as collateral manager
------------------------------------
as Lender
By /s/ Michael B. Nechamkin
---------------------------------
Name: Michael B. Nechamkin
Title: Portfolio Manager
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
Oppenheimer Senior Floating Rate Fund
as Lender
By /s/ Lisa Chaffee
---------------------------------
Name: LISA CHAFFEE
Title: MANAGER
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
Seaboard CLO 2000 Ltd.,
as Lender
By: ORIX Capital Markets, LLC
Collateral Manager
By /s/ Sheppard H.C. Davis, Jr.
---------------------------------
Name: Sheppard H.C. Davis, Jr.
Title: Managing Director
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
Sankaty Advisors, LLC as Collateral
Manager for Great Point CLO 1999-1
LTD., as Term Lender
------------------------------------,
as Lender
By /s/ Diane J. Exter
---------------------------------
Name: DIANE J. EXTER
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
Sankaty High Yield Asset Partners, L.P.
------------------------------------,
as Lender
By /s/ Diane J. Exter
---------------------------------
Name: DIANE J. EXTER
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
Sankaty High Yield Partners III, L.P.
------------------------------------,
as Lender
By /s/ Diane J. Exter
---------------------------------
Name: DIANE J. EXTER
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
Sankaty High Yield Partners II, L.P.
------------------------------------,
as Lender
By /s/ Diane J. Exter
---------------------------------
Name: DIANE J. EXTER
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
SEQUILS PILGRIM-1 Ltd.
By: ING Pilgrim Investments Robert L. Wilson
as its investment manager Vice President
---------------------------------,
as Lender
ML CLO XII PILGRIM AMERICA (CAYMAN) LTD.
BY: ING PILGRIM INVESTMENTS By /s/
AS ITS INVESTMENT MANAGER ------------------------------
Name
Title:
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
Sierra CLO-I
as Lender
By /s/ John M. Casparian
----------------------------------
Name: John M. Casparian
Title: Chief Operating Officer
Centre Pacific, LLC, Manager
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
Societe Generale,
as Lender
By /s/ Migdalia Lagoa
---------------------------------
Name: Migdalia Lagoa
Title: Managing Director
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
Stanfield/RMF Transatlantic CDO Ltd.
By: Stanfield Capital Partners LLC
as its Collateral Manager
------------------------------------,
as Lender
By /s/ Gregory L. Smith
---------------------------------
Name: GREGORY L. SMITH
Title: PARTNER
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
Stanfield CLO Ltd.
By: Stanfield Capital Partners LLC
as its Collateral Manager
------------------------------------,
as Lender
By /s/ Gregory L. Smith
---------------------------------
Name: GREGORY L. SMITH
Title: PARTNER
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
STANFIELD ARBITRAGE CDO, LTD.
BY: STANFIELD CAPITAL PARTNERS LLC
AS ITS COLLATERAL MANAGER
------------------------------------,
as Lender
By /s/ Gregory L. Smith
---------------------------------
Name: GREGORY L. SMITH
Title: PARTNER
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
The Sumitomo Trust and Banking Co., Ltd.,
New York Branch as Lender
By /s/ Frances E. Wynne
-------------------------------------
Name: Frances E. Wynne
Title: Vice President
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
Toronto Dominion (New York), Inc.,
as Lender
By /s/ Stacey L. Malek
---------------------------------
Name: Stacey L. Malek
Title: Vice President
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
THE TRAVELERS INSURANCE COMPANY
as Lender
By /s/ Matthew J. McInerny
---------------------------------
Name: Matthew J. McInerny
Title: Assistant Investment Officer
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
TRYON CLO LTD. 2000-1, as a Lender
By: Institutional Debt Management, Inc.,
as Collateral Manager
By /s/ EA Kratzman
---------------------------------
Name: EA Kratzman
Title: Managing Director
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
Windsor Loan Funding, Limited
By: Stanfield Capital Partners LLC
as its Investment Manager
------------------------------------
as Lender
By /s/ Gregory L. Smith
---------------------------------
Name: GREGORY L. SMITH
Title: PARTNER
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]
CONSENT OF SUBSIDIARY GUARANTOR
Dated as of September 30, 2001
Each of the undersigned corporations, as a Subsidiary Guarantor
under the Subsidiary Guaranty dated April 28, 2000 (as confirmed by the Guaranty
and Security Confirmation dated as of March 30, 2001, the "Subsidiary 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 Subsidiary
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 Subsidiary 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.
GUARDIAN ASSETS, INC.
By: /s/ Kenneth T. Joyce
--------------------------------
Name: Kenneth T. Joyce
Title: Chief Financial Officer
[SIGNATURE PAGE TO AMENDMENT NO. 2 AMKOR TECHNOLOGY INC. AMENDED
AND RESTATED CREDIT AGREEMENT]