EXHIBIT 4.14
AMENDMENT NO. 3 TO
AMENDED AND RESTATED CREDIT AGREEMENT
This AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT,
dated as of June 24, 2002, 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 following new definitions are inserted in
Section 1.1 of the Credit Agreement in the appropriate place to preserve the
alphabetical order of the definitions in such section:
"Alternative Minimum EBITDA" shall mean, 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
-------------- ------
June 30, 2002 $75,000,000
September 30, 2002 $125,000,000
"Amendment Effective Date" has the meaning
specified in Amendment No. 3 to this Agreement among the
Borrower, the Lenders party thereto and the
Administrative Agent.
(b) AMENDMENTS TO ARTICLE V (COVENANTS OF THE BORROWER).
(i) Section 5.2(f) (Investments in Other Persons) of the
Credit Agreement is hereby amended by inserting the following sentence at the
end thereof to read in its entirety as follows:
In the event that, during the period commencing on
the Amendment Effective Date through December 31, 2002,
the Borrower is not permitted to make any cash
Investments pursuant to the immediately preceding
sentence, the Borrower shall be permitted to make
additional cash Investments, subject to compliance with
Section 5.4(f) after giving effect to any cash
Investments made or held hereunder, up to a maximum
amount, together with any Capital Expenditures made
pursuant to the last sentence of clause (o) of this
Section 5.2, not to exceed $50,000,000 in the aggregate;
provided, however, that if, after receipt of the
quarterly financial statements delivered pursuant to
Section 5.3(c) for the fiscal quarter ending June 30,
2002 or September 30, 2002, it is determined that the
Borrower has not maintained the Alternative Minimum
EBITDA for such quarter, then no additional cash
Investments shall be permitted pursuant to this
sentence.
(ii) Section 5.2(o) (Capital Expenditures) of the Credit
Agreement is hereby amended by replacing the last sentence at the end thereof
with the following:
Notwithstanding anything in this clause (o) to the
contrary, the Borrower will not at any time permit
Capital Expenditures during (i) the fiscal quarters
ending on December 31, 2001, March 31, 2002, September
30, 2002 and December 31, 2002 to exceed $25,000,000 in
any such quarter and (ii) the fiscal quarter ending on
June 30, 2002 to exceed $45,000,000; provided, that the
unused portion of Capital Expenditures permitted in any
fiscal quarter referenced in the preceding sub-clauses
(i) and (ii) (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 on
December 31, 2002, provided further, however, that if
the Borrower makes less than $20,000,000 in Capital
Expenditures during the fiscal quarters ending on June
30, 2002 and September 30, 2002 collectively then the
amount permitted to be carried over to the fiscal
quarter ending on December 31, 2002 shall be reduced by
an amount equal to (x) $20,000,000 minus (y) the amount
of Capital Expenditures actually made by the Borrower
during the fiscal quarters ending on June 30, 2002 and
September 30, 2002. In the event that, during the period
commencing on the Amendment Effective Date through
December 31, 2002, the Borrower is not permitted to make
any Capital Expenditures pursuant to the immediately
preceding sentence, the Borrower shall be permitted to
make additional Capital Expenditures, subject to
compliance with Section 5.4(f) after giving effect to
any Capital Expenditures made hereunder, up to a maximum
amount, together with any cash Investments made pursuant
to the last sentence of clause (f) of this Section 5.2,
not to exceed $50,000,000 in the aggregate; provided,
however, that if, after receipt of the quarterly
financial statements delivered pursuant to Section
5.3(c) for the fiscal quarter ending June 30, 2002 or
September 30, 2002, it is determined that the Borrower
has not maintained the Alternative Minimum EBITDA for
such quarter, then no additional Capital Expenditures
shall be permitted pursuant to this sentence.
(iii) Section 5.4(f) (Minimum Daily Liquidity) of the
Credit Agreement is hereby amended by inserting the following proviso at the end
thereof:
; provided, however, that the amounts for each
quarter set forth above shall be increased by an amount
(rounded upwards, if necessary, to the nearest
$1,000,000) equal to 50% of the sum of (i) any
Investment made or held by the Borrower during any such
quarter pursuant to the last sentence of Section 5.2(f)
and (ii) any Capital Expenditure made by the Borrower
during any such quarter pursuant to the last sentence of
Section 5.2(o).
2
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; and
(c) the Borrower shall have paid any fees required to be paid
herewith under any Loan Documents.
Furthermore this Amendment is subject to the provisions of Section 8.1 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 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 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 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.
3
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 counterpart by telecopy shall be effective as
delivery of a manually executed counterpart of this Amendment.
[SIGNATURE PAGES FOLLOW]
4
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: Chief Financial Officer
CITICORP USA, INC.,
as Administrative Agent
By /s/ Suzanne Crymes
__________________________
Name: Suzanne Crymes
Title: Vice President
[SIGNATURE PAGE TO AMENDMENT NO.3-AMKOR TECHNOLOGY INC. AMENDED AND RESTATED
CREDIT AGREEMENT]
CITYBANK N.A.,
__________________________
as Lender
By /s/ Suzanne Crymes
__________________________
Name: Suzanne Crymes
Title: Vice President
[SIGNATURE PAGE TO AMENDMENT NO.3-AMKOR TECHNOLOGY INC. AMENDED AND RESTATED
CREDIT AGREEMENT]
__________________________
Societe Generale
as Lender
By /s/ Edward J. Grimm
__________________________
Name: Edward J. Grimm
Title: Director
[SIGNATURE PAGE TO AMENDMENT NO.3-AMKOR TECHNOLOGY INC. AMENDED AND RESTATED
CREDIT AGREEMENT]
IBM Credit Corporation
__________________________
as Lender
By /s/ Thomas S. Curan
__________________________
Name: Thomas S. Curan
Title: Manager at Credit
[SIGNATURE PAGE TO AMENDMENT NO.3-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.3-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, Manager
[SIGNATURE PAGE TO AMENDMENT NO.3-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.3-AMKOR TECHNOLOGY INC. AMENDED AND RESTATED
CREDIT AGREEMENT]
COLISEUM FUNDING LTD.
By Travelers Asset Management
International Company, LLC
__________________________
as Lender
By /s/ Matthew J. McInerny
__________________________
Name: MATTHEW J. MCINERNY
Title: ASSISTANT INVESTMENT OFFICER
[SIGNATURE PAGE TO AMENDMENT NO.3-AMKOR TECHNOLOGY INC. AMENDED AND RESTATED
CREDIT AGREEMENT]
COLUMBUS LOAN FUNDING LTD.
By Travelers Asset Management
International Company, LLC
__________________________
as Lender
By /s/ Matthew J. McInerny
__________________________
Name: MATTHEW J. MCINERNY
Title: ASSISTANT INVESTMENT OFFICER
[SIGNATURE PAGE TO AMENDMENT NO.3-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.3-AMKOR TECHNOLOGY INC. AMENDED AND RESTATED
CREDIT AGREEMENT]
OCTAGON INVESTMENT PARTNERS III, LLC
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.3-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.3-AMKOR TECHNOLOGY INC. AMENDED AND RESTATED
CREDIT AGREEMENT]
David L. Babson & Company Inc., as Collateral Manager for:
TRYON CLO Ltd. 2000-1
APEX (IDM) CDO l, LTD
ELC (Cayman) Ltd.
ELC (Cayman) Ltd.
CDO Series 1999-I
ELC (Cayman) Ltd. 1999-II
ELC (Cayman) Ltd. 2000-I
ELC (Cayman) Ltd. 1999-III
as Lender
By /s/ Michael J. Audino
__________________________
Name: Michael J. Audino
Title: Director
[SIGNATURE PAGE TO AMENDMENT NO. 3-AMKOR TECHNOLOGY INC. AMENDED AND RESTATED
CREDIT AGREEMENT]
Comerica Bank
__________________________
as Lender
By /s/ Robert P. Wilson
__________________________
Name: Robert P. Wilson
Title: Vice President
[SIGNATURE PAGE TO AMENDMENT NO.3-AMKOR TECHNOLOGY INC. AMENDED AND RESTATED
CREDIT AGREEMENT]
ABN AMRO Bank N.V.
__________________________
as Lender
By /s/ Panida Wongchantara
__________________________
Name: PANIDA WONGCHANTARA
Title: ASSISTANT VICE PRESIDENT
By /s/ Alexis Soojin Yoo
__________________________
Name: ALEXIS SOOJIN YOO
Title: VICE PRESIDENT
[SIGNATURE PAGE TO AMENDMENT NO.3-AMKOR TECHNOLOGY INC. AMENDED AND RESTATED
CREDIT AGREEMENT]
__________________________
Sankary 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.3-AMKOR TECHNOLOGY INC. AMENDED AND RESTATED
CREDIT AGREEMENT]
__________________________
Sankary High Yield Asset 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.3-AMKOR TECHNOLOGY INC. AMENDED AND RESTATED
CREDIT AGREEMENT]
__________________________
Sankary High Yield Asset 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.3-AMKOR TECHNOLOGY INC. AMENDE AND RESTATED
CREDIT AGREEMENT]
__________________________
Sankary 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.3-AMKOR TECHNOLOGY INC. AMENDE AND RESTATED
CREDIT AGREEMENT]
__________________________
Sankary Advisors, LLC as Collateral
Manager for Race Point CLO Limited,
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.3-AMKOR TECHNOLOGY INC. AMENDE AND RESTATED
CREDIT AGREEMENT]
The Bank of Nova Scotia
__________________________
as Lender
By /s/ Melvin J. Mandelbaum
__________________________
Name: MELVIN J. MANDELBAUM
Title: MANAGING DIRECTOR
[SIGNATURE PAGE TO AMENDMENT NO.3-AMKOR TECHNOLOGY INC. AMENDED AND RESTATED
CREDIT AGREEMENT]
BLACK DIAMOND CLO 1999-1 LTD.
__________________________
as Lender
By /s/ Paul Cope
__________________________
Name: Paul Cope
Title: Director
[SIGNATURE PAGE TO AMENDMENT NO.3-AMKOR TECHNOLOGY INC. AMENDED AND RESTATED
CREDIT AGREEMENT]
BLACK DIAMOND CLO 2000-1 LTD.
__________________________
as Lender
By /s/ Paul Cope
__________________________
Name: Paul Cope
Title: Director
[SIGNATURE PAGE TO AMENDMENT NO.3-AMKOR TECHNOLOGY INC. AMENDED AND RESTATED
CREDIT AGREEMENT]
BLACK DIAMOND INTERNATIONAL
FUNDING, LTD.
___________________________
as Lender
By /s/ Paul Cope
__________________________
Name: Paul Cope
Title: Director
[SIGNATURE PAGE TO AMENDMENT NO.3-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 Kevins
__________________________
Name: Kevin Kevins
Title: Managing Director
[SIGNATURE PAGE TO AMENDMENT NO.3-AMKOR TECHNOLOGY INC. AMENDED AND RESTATED
CREDIT AGREEMENT]
Toronto Dominion (New York), Inc.,
as Lender
By /s/ Dave Parker
__________________________
Name: Dave Parker
Title: Vice President
[SIGNATURE PAGE TO AMENDMENT NO.3-AMKOR TECHNOLOGY INC. AMENDED AND RESTATED
CREDIT AGREEMENT]
First Dominion Funding I
__________________________,
as Lender
By /s/ David H. Lerner
__________________________
Name: DAVID H. LERNER
Title: AUTHORIZED SIGNATORY
[SIGNATURE PAGE TO AMENDMENT NO.3-AMKOR TECHNOLOGY INC. AMENDED AND RESTATED
CREDIT AGREEMENT]
First Dominion Funding II
__________________________,
as Lender
By /s/ David H. Lerner
__________________________
Name: DAVID H. LERNER
Title: AUTHORIZED SIGNATORY
[SIGNATURE PAGE TO AMENDMENT NO.3-AMKOR TECHNOLOGY INC. AMENDED AND RESTATED
CREDIT AGREEMENT]
CSAM Funding I
__________________________,
as Lender
By /s/ David H. Lerner
__________________________
Name: DAVID H. LERNER
Title: AUTHORIZED SIGNATORY
[SIGNATURE PAGE TO AMENDMENT NO.3-AMKOR TECHNOLOGY INC. AMENDED AND RESTATED
CREDIT AGREEMENT]
TRSI LLC
as Lender
By /s/ Rosemary F. Dunne
__________________________
Name: Rosemary F. Dunne
Title: Attorney-in-Fact
[SIGNATURE PAGE TO AMENDMENT NO.3-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/ Seth J. Brufsky
__________________________
Name: Seth J. Brufsky
Title: Vice President
ARES III CLO Ltd.
By: ARES CLO Management, LLC
Its: Investment Manager
By: /s/ Seth J. Brufsky
__________________________
Name: Seth J. Brufsky
Title: Vice President
ARES IV CLO Ltd.
By: ARES CLO Management IV, L.P.
Investment Manager
By: ARES CLO GP IV, LLC
Its: Managing Member
By: /s/ Seth J. Brufsky
__________________________
Name: Seth J. Brufsky
Title: Vice President
ARES V CLO Ltd.
By: ARES CLO Management V, L.P.
Investment Manager
By: ARES CLO GP V, LLC
Its: Managing Member
By: /s/ Seth J. Brufsky
__________________________
Name: Seth J. Brufsky
Title: Vice President
[SIGNATURE PAGE TO AMENDMENT NO.3-AMKOR TECHNOLOGY INC. AMENDED AND RESTATED
CREDIT AGREEMENT]
__________________________
AMMC CDO II, LIMITED
By: American Money Management Corp.
as Collateral Manager
By /s/ David P. Meyer
__________________________
Name: DAVID P. MEYER
Title: VICE PRESIDENT
[SIGNATURE PAGE TO AMENDMENT NO.3-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.3-AMKOR TECHNOLOGY INC. AMENDED AND RESTATED
CREDIT AGREEMENT]
AMARA-1 FINANCE, LTD.
By: INVESCO Senior Secured Management,
Inc.
As Financial Manager
By /s/ Joseph Rotondo
__________________________
Name: Joseph Rotondo
Title: Authorized Signatory
[SIGNATURE PAGE TO AMENDMENT NO.3-AMKOR TECHNOLOGY INC. AMENDED AND RESTATED
CREDIT AGREEMENT]
AMARA-2 FINANCE, LTD.
By: INVESCO Senior Secured Management,
Inc.
As Financial Manager
By /s/ Joseph Rotondo
__________________________
Name: Joseph Rotondo
Title: Authorized Signatory
[SIGNATURE PAGE TO AMENDMENT NO.3-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.3-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.3-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.3-AMKOR TECHNOLOGY INC. AMENDED AND RESTATED
CREDIT AGREEMENT]
OASIS COLLATERALIZED HIGH INCOME
PORTFOLIOS-1, 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.3-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.3-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.3-AMKOR TECHNOLOGY INC. AMENDED AND RESTATED
CREDIT AGREEMENT]
SEQUILS-LIBERTY, LTD.
By: INVESCO Senior Secured Management,
Inc.
As Collateral Manager
By /s/ Joseph Rotondo
__________________________
Name: Joseph Rotondo
Title: Authorized Signatory
[SIGNATURE PAGE TO AMENDMENT NO.3-AMKOR TECHNOLOGY INC. AMENDED AND RESTATED
CREDIT AGREEMENT]
CypressTree Investment Management
Company, Inc.
As Attorney-in-Fact and on behalf of
First Allmerica Financial Life
Insurance Company as
Portfolio Manager
By /s/ Peter Campo
__________________________
Name: Peter Campo
Title: Associate
[SIGNATURE PAGE TO AMENDMENT NO.3-AMKOR TECHNOLOGY INC. AMENDED AND RESTATED
CREDIT AGREEMENT]
CypressTree Investment Partners I, Ltd.
By CypressTree Investment Management
Company, Inc.,
as Portfolio Manager
By /s/ Peter Campo
__________________________
Name: Peter Campo
Title: Associate
[SIGNATURE PAGE TO AMENDMENT NO.3-AMKOR TECHNOLOGY INC. AMENDED AND RESTATED
CREDIT AGREEMENT]
CypressTree Investment Partners II, Ltd.,
By: CypressTree Investment Management
Company, Inc.,
as Portfolio Manager
By: /s/ Peter Campo
__________________________
Name: Peter Campo
Title: Associate
[SIGNATURE PAGE TO AMENDMENT NO.3-AMKOR TECHNOLOGY INC. AMENDED AND RESTATED
CREDIT AGREEMENT]
SEQUILS - PILGRIM I, LTD.
By: ING Investments, LLC
as its investment manager
By: /s/ Robert L. Wilson
__________________________
Name: Robert L. Wilson
Title: Vice President
[SIGNATURE PAGE TO AMENDMENT NO.3-AMKOR TECHNOLOGY INC. AMENDED AND RESTATED
CREDIT AGREEMENT]
ML CLO XII PILGRIM AMERICA
(CAYMAN) LTD.
By: ING Investments, LLC
as its investment manager
By: /s/ Robert L. Wilson
__________________________
Name: Robert L. Wilson
Title: Vice President
[SIGNATURE PAGE TO AMENDMENT NO.3-AMKOR TECHNOLOGY INC. AMENDED AND RESTATED
CREDIT AGREEMENT]
CONSENT OF SUBSIDIARY GUARANTOR
Dated as of June 24, 2002
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/ Kevin J. Heron
__________________________
Name: Kevin J. Heron
Title: Secretary