Exhibit 4.15
EXECUTION COPY
AMENDMENT NO. 4 TO
AMENDED AND RESTATED CREDIT AGREEMENT
This AMENDMENT NO. 4 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated
as of September 26, 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 definition is hereby inserted in Section
1.1 (Certain Defined Terms) of the Credit Agreement in the appropriate place to
preserve the alphabetical order of the definitions in such section:
"March 2004 Compliance Date" means the date the Agent receives
the quarterly financial statements and accompanying certificates delivered
pursuant to Section 5.3(c) for the fiscal quarter ending March 31, 2004.
(ii) The definition of "Applicable Margin" in Section 1.1
(Certain Defined Terms) of the Credit Agreement is hereby amended by (x)
replacing in its entirety the phrase "December 31, 2002" in the second line
thereof with the phrase "the March 2004 Compliance Date" and (y) inserting the
following sentence at the end thereto to read in its entirety as follows:
Notwithstanding the foregoing, in the event a Default has
occurred and is continuing on the March 2004 Compliance Date, then the
Applicable Margin with respect to the Term B Facility and the Revolving
Credit Facility shall be as set forth above in clauses (a)(i) and (a)(ii)
respectively.
(iii) The definition of "Unused Commitment Fee Rate" in
Section 1.1 (Certain Defined Terms) of the Credit Agreement is hereby amended
and restated in it entirety to read as follows:
"Unused Commitment Fee Rate" means (i) for the period
beginning on October 1, 2001 through the March 2004 Compliance Date, 0.75%
per annum and (ii) at all other times, 0.50% per annum; provided, however,
that in the event a Default has occurred and is continuing on the March
2004 Compliance Date, then the Unused Commitment Fee Rate shall be the
rate set forth in clause (i) of this definition.
(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 paragraph at the
end thereof to read in its entirety as follows:
Notwithstanding anything in this Section 5.2(f) to the contrary, during
the period commencing on January 1, 2003 and ending on December 31, 2003,
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).
(ii) Section 5.2(o) (Capital Expenditures) of the Credit
Agreement is hereby amended by replacing in its entirety the last paragraph
thereof with the following paragraph to read as follows:
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,
December 31, 2002, March 31, 2003, June 30, 2003, September 30, 2003 and
December 31, 2003 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 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 on December 31, 2003. 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 5.3(o) (Monthly Financials) of the Credit
Agreement is hereby amended by replacing in its entirety the phrase "December,
2002" in the third line thereof with the phrase "April, 2004".
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(iv) 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, 2004, (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, 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:
QUARTER ENDING RATIO
-------------- -----
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, 2004 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.
(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:
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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 $120,000,000
December 31, 2002 $150,000,000
March 31, 2003 $155,000,000
June 30, 2003 $170,000,000
September 30, 2003 $200,000,000
December 31, 2003 $225,000,000
(f) Minimum Daily Liquidity. Maintain on each day during
each fiscal quarter set forth below the sum on such day of (i) Revolving
Credit Availability and (ii) 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 $140,000,000
December 31, 2002 $140,000,000
March 31, 2003 $140,000,000
June 30, 2003 $140,000,000
September 30, 2003 $140,000,000
December 31, 2003 $140,000,000;
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 penultimate 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); provided further,
however, that the amounts for each quarter set forth above shall be increased by
the amount, if any, by which (x) the U.S. dollar equivalent of Net Cash Proceeds
received in connection with the Company's September 30, 2002 disposition of the
shares of Anam (determined as of the date of the receipt thereof by using the
rate of exchange quoted by Citibank in New York, New York at 11:00 am (New York
time) on such date) exceeds (y) the sum of (1) the aggregate amount of any
mandatory prepayment of the Term B Advances from such Net Cash Proceeds pursuant
to Section 2.6(b)(ii), plus (2) the aggregate amount of any prepayments of the
Term B Advances made after September 30, 2002 pursuant to Section 2.6(a), plus
(3) any reduction of the Revolving Credit Facility made after September 30, 2002
pursuant to Section 2.5(a).
SECTION 2. CONDITIONS TO EFFECTIVENESS. This Amendment shall become
effective as of the date hereof on the date when the following conditions
precedent have been satisfied:
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(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 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 September 26, 2002, an amendment fee equal to
0.25% 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 as of September 12, 2002 from the
Administrative Agent to the Company.
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.
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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]
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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: CHIEF FINANCIAL OFFICER
CITICORP USA, INC.,
as Administrative Agent
By /s/ SUZANNE CRYMES
__________________________
Name: SUZANNE CRYMES
Title: VICE PRESIDENT
[Signature page To Amendment No. 4 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
Title: Authorized Signatory
AIM Floating Rate Fund
By: INVESCO Senior Secured Management, Inc.
As Attorney in Fact
By: /s/ Joseph Rotondo
Title: Authorized Signatory
AMARA-1 FINANCE LTD.
By: INVESCO Senior Secured Management, Inc.
As Financial Manager
By: /s/ Joseph Rotondo
Title: Authorized Signatory
AMARA-2 FINANCE LTD.
By: INVESCO Senior Secured Management, Inc.
As Financial Manager
By: /s/ Joseph Rotondo
Title: Authorized Signatory
AMMC CDO II, Limited
By: American Money Management Corp., as
Collateral Manager
By: /s/ David P. Meyer
Title: Vice President
APEX (IDM) CDO-1, Ltd.
By: David L. Babson & Company
as Collateral Manager
By: /s/ John Stelwagon
Title: Managing Director
[SIGNATURE PAGE TO AMENDMENT NO. 4 AMKOR TECHNOLOGY, INC. AMENDED AND RESTATED
CREDIT AGREEMENT]
ARES III CLO Ltd..
By: ARES CLO Management, LLC
General Partner
By: /s/ Seth J. Brufsky
Title: Vice President
Ares IV CLO Ltd.
By: Ares CLO GP IV, LLC,
Its Managing Member
By: /s/ Seth J. Brufsky
Title: Vice President
Ares V CLO Ltd.
By: ARES CLO Management V, LP,
Investment Manager
By: ARES CLO GP V, LLC,
Its Managing Member
By: /s/ Seth J. Brufsky
Title: Vice President
Ares VI CLO Ltd.
By: ARES CLO Management VI, LP,
Investment Manager
By: ARES CLO GP VI, LLC,
Its Managing Member
By: /s/ Seth J. Brufsky
Title: Vice President
Avalon Capital Ltd.
By: INVESCO Senior Secured Management, Inc.
As Portfolio Advisor
By: /s/ Joseph Rotondo
Title: Authorized Signatory
Avalon Capital Ltd. 2
By: INVESCO Senior Secured Management, Inc.
As Portfolio Advisor
By: /s/ Joseph Rotondo
Title: Authorized Signatory
Bank of America N.A.
By: /s/ Clara Y. Strand
Title: Managing Director
Bank of China, New York Branch
as Lender
By: /s/ William Warren Smith, Jr.
Title: Chief Loan Officer
Bank of Tokyo Mitsubishi Trust Co.
as Lender
By: /s/ Jeffrey K. Stanton
Title: Vice President
Barclays Bank Plc
as Lender
By: /s/ Robert Esposito
Title: Director
Black Diamond CLO 1998-1 Ltd.
By: /s/ Alan Corkish
Title: Director
Black Diamond CLO 2000-1 Ltd.
By: /s/ Alan Corkish
Title: Director
Black Diamond International Funding, Ltd.
By: /s/ Alan Corkish
Title: Director
Captiva Finance Ltd.
as Lender
By: /s/ David Dyer
Title: Director
Ceres II Finance Ltd.
By: INVESCO Senior Secured Management, Inc
As Sub-Managing Agent (Financial)
By: /s/ Joseph Rotondo
Title: Authorized Signatory
Charter View Portfolio
By: INVESCO Senior Secured Management, Inc
As Investment Advisor
By: /s/ Joseph Rotondo
Title: Authorized Signatory
Citibank, N.A.
as Lender
By: /s/ Suzanne Crymes
Title: Vice President
Citadel Hill 2000 Ltd.
as Lender
By: /s/ N. Kasiotis
Title: Authorized Signatory
Clydesdale CLO 2001-1, Ltd.
as Lender
By: Nomura Corporate Research and Asset
Management Inc.
As Collateral Manager
By: /s/ Elizabeth Maclean
Title: Vice President
Coliseum Funding Ltd.
By: Travelers Asset Management
International Company LLC
By: /s/ Matthew J. McInerny
Title: Assistant Investment Officer
Columbus Loan Funding Ltd.
as Lender
By: Travelers Asset Management
International Company LLC
By: /s/ Matthew J. McInerny
Title: Investment Officer
Comerica Bank
as Lender
By: /s/ Robert P. Wilson
Title: Vice President
CSAM Funding I
as Lender
By: /s/ Andrew H. Marshak
Title: Authorized Signatory
CypressTree Investment Partners I, Ltd.,
By: CypressTree Investment Management
Company, Inc., as Portfolio Manager
By: /s/ Michael Ashton
Title: Principal
CypressTree Investment Partners II, Ltd.,
By: CypressTree Investment Management
Company, Inc., as Portfolio Manager
By: /s/ Michael Ashton
Title: Principal
CypressTree Investment Management Company, Inc.
As: Attorney-in-Fact and on behalf of First
Allmerica Financial Life Insurance Company
as Portfolio Manager
By: /s/ Michael Ashton
Title: Principal
Deutsche Bank Trust Company Americas
as Lender
By: /s/ Alexander Bici
Title: Vice President
ELC (CAYMAN) Ltd.
as Lender
By: David L. Babson & Company Inc.,
as Collateral Manager
By: /s/ John Stelwagon
Title: Managing Director
ELC (CAYMAN) Ltd.1999-III
as Lender
By: David L. Babson & Company Inc.,
as Collateral Manager
By: /s/ John Stelwagon
Title: Director
ELC (CAYMAN) Ltd.1999-II
as Lender
By: David L. Babson & Company Inc.,
as Collateral Manager
By: /s/ John Stelwagon
Title: Director
ELC (CAYMAN) Ltd.2000-1
as Lender
By: David L. Babson & Company Inc.,
as Collateral Manager
By: /s/ John Stelwagon
Title: Director
ELC (CAYMAN) Ltd.CDO Series 1999-I
as Lender
By: David L. Babson & Company Inc.,
as Collateral Manager
By: /s/ John Stelwagon
Title: Director
ERSTE Bank
as Lender
By: /s/ Gregory T. Aptman
Title: Vice President
By: /s/ John S. Runnion
Title: Managing Director
First Dominion Funding II
as Lender
By: /s/ Andrew Marshak
Title: Authorized Signatory
Fleet National Bank
as Lender
By: /s/ Alisa B. Callahan
Title: Vice President
Harbour Town Funding LLC
as Lender
By: /s/ Ann E. Morris
Title: Assistant Vice President
Harbour Town Funding Trust
as Lender
By: /s/ Ann E. Morris
Title: Assistant Vice President
IBM Credit Corporation
By: /s/ Thomas S. Curcio
Title: Manager of Credit
Keybank National Association
as Lender
By: /s/ Jeff Kalinowski
Title: Vice President
Long Lane Master Trust IV
As Lender
By: Fleet National Bank as Trust Administrator
By: /s/ Renee Nadler
Title: Authorized Signatory
Metropolitan Property and Casualty Insurance
Company
By: /s/ James R. Dingler
Title: Director
Mizuho Corporate Bank, LTD.
as Lender
By: /s/ Nobucki Koike
Title: Senior Vice President
ML CLO II Pilgrim America (Cayman) Ltd.
By: ING Pilgrim Investment, LLC
as its investment manager
By: /s/ Robert L. Wilson
Title: Vice President
Mountain Capital CLO II Ltd.,
as Initial Lender
By: /s/ Darren P. Riley
Title: Director
Oasis Collateralized High Income Portfolio-1 Ltd.
By: INVESCO Senior Secured Management, Inc
as Subadvisor
By: /s/ Joseph Rotondo
Title: Authorized Signatory
Octagon Investment Partners II, LLC
By: Octagon Credit Investors, LLC
as sub-investment manager
By: /s/ Michael B. Nechamkin
Title: Portfolio Manager
Octagon Investment Partners III, LLC
By: Octagon Credit Investors, LLC
as portfolio manager
By: /s/ Michael B. Nechamkin
Title: Portfolio Manager
Octagon Investment Partners IV, LLC
By: Octagon Credit Investors, LLC
as Collateral Manager
By: /s/ Michael B. Nechamkin
Title: Portfolio Manager
Sankaty Advisors, LLC as Collateral Manager for
Great Point CLO 1999-1 TD.,
as Term lender
By: /s/ Timothy M. Bams
Title: Vice President
Sankaty Advisors, LLC as Collateral Manager for
Castle Hill I - INGOTS, LTD,
as Term lender
By: /s/ Timothy M. Bams
Title: Vice President
Sankaty Advisors, LLC as Collateral Manager for
Race Point CLO Limited,
as Term lender
By: /s/ Timothy M. Bams
Title: Vice President
Sankaty High Yield Partners II, L.P.
as Lender
By: /s/ Timothy M. Bams
Title: Vice President
Seaboard CLO 2000 Ltd.
By: Orix Capital Markets LLC
its Collateral Manager
By: /s/ Sheppard HC Davis, Jr.
Title: Managing Director
Sequils Pilgrim-1 Ltd.
By: ING Investments, LLC
as its investment manager
By: /s/ Robert L. Wilson
Title: Vice President
Sequils-Liberty, Ltd.
By: INVESCO Senior Secured Management, Inc.
As Collateral Manager
By: /s/ Joseph Rotondo
Title: Authorized Signatory
Sierra CLO-I
as Lender
By: /s/ John M. Casparian
Title: Chief Operating Officer (Sierra
CLO) Centre Pacific, Manager
Societe Generale
By: /s/ Edward J. Grimm
Title: Director
Stanfield CLO Ltd.
By: Stanfield Capital Partners LLC
as its collateral manager
By: /s/ Christopher A. Bondy
Title: Partner
Stanfield/RMF Transatlantic CDO Ltd.
By: Stanfield Capital Partners LLC
as its collateral manager
By: /s/ Christopher A. Bondy
Title: Partner
Stanfield Arbitrage CDO Ltd.
By: Stanfield Capital Partners LLC
as its collateral manager
By: /s/ Christopher A. Bondy
Title: Partner
Sunamerica Senior Floating Rate Fund Inc.
By: Stanfield Capital Partners LLC
as subadvisor
as Lender
By: /s/ Christopher A. Bondy
Title: Partner
The Travelers Insurance Company
as Lender
By: /s/ Matthew J. McInerny
Title: Investment Officer
Toronto Dominion (New York), Inc.
as Lender
By: /s/ Stacey L. Malek
Title: Vice President
TRSI LLC,
as Lender
By: /s/ Rosemary F. Dune
Title: Attorney-in-Fact
Tyron CLO Ltd. 2000-1
as Lender
By: David L. Babson & Company, Inc.,
as Collateral Manager
By: /s/ John Stelwagon
Title: Director
Wachovia Bank, N.A. fka First Union National Bank
as Lender
By: /s/ James F. Heatwole
Title: Director
Windsor Loan Funding, Limited
By: Stanfield Capital Partners LLC
as its Investment Manager
By: /s/ Christopher A. Bondy
Title: Partner
EXECUTION COPY
CONSENT OF SUBSIDIARY GUARANTOR
Dated as of September 27, 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 HERON
____________________________
Name: KEVIN HERON
Title: SECRETARY