EXHIBIT 99.2
[EXECUTION COPY]
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BUSINESS TRANSFER AGREEMENT
by and between
Amkor Technology Limited
(f/k/a C.I.L. Limited)
Anam Semiconductor, Inc.
(f/k/a Anam Industrial Co., Ltd.)
Anam USA, Inc.
Amkor Technology, Inc.
(f/k/a Amkor Electronics, Inc.)
dated as of January 27, 2003
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BUSINESS TRANSFER AGREEMENT
THIS BUSINESS TRANSFER AGREEMENT (this "Agreement"), dated as of January 27,
2003 (the "Effective Date") is entered into by and between AMKOR TECHNOLOGY,
INC. ("Amkor") a Delaware corporation with a place of business at 1345
Enterprise Drive, West Chester, Pennsylvania 19380; AMKOR TECHNOLOGY LIMITED
("ATL"), a Cayman Islands corporation with a place of business at P.O. Box 10513
APO Georgetown, Grand Cayman, Cayman Islands; ANAM SEMICONDUCTOR, INC. ("ASI") a
Korean corporation with a place of business at 891-10, Daechi-dong, Kangnam-gu,
Seoul 133-523, Korea; and ANAM USA, INC. ("Anam USA") a Pennsylvania corporation
with a place of business at 1345 Enterprise Drive, West Chester, Pennsylvania
19380 (each a "Party", collectively the "Parties").
W I T N E S S E T H:
WHEREAS, ASI is engaged in the business of providing Foundry Services,
and owns and operates a semiconductor foundry in Korea;
WHEREAS, Amkor operates a foundry services business unit whereby it
supplies Products to Customers utilizing Foundry Services provided by ASI (the
"Foundry Services Business");
WHEREAS, the Parties entered into a certain Foundry Agreement dated
January 1, 1998, as amended, (the "Foundry Agreement") pursuant to which ASI
manufactures semiconductor wafers and otherwise performs Foundry Services for
Amkor;
WHEREAS, ASI wishes to have Purchaser (as defined under Article 2
hereof) acquire of the Foundry Services Business from Amkor; and
WHEREAS, Amkor wishes to transfer the Foundry Services Business to such
Purchaser.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and promises contained herein, the Parties hereby agree to transfer
the Foundry Services Business in accordance with the terms and conditions
herein.
ARTICLE 1. DEFINITIONS
SECTION 1.1. DEFINITIONS. Any capitalized terms used, but not
defined elsewhere in this Agreement shall have the meanings ascribed to them in
this Section 1.1.
(a) "Affiliate" of a Party means an entity that is controlled by
such Party or by an entity controlling such Party. For the purposes of the
foregoing, "control" means ownership, directly or indirectly, of at least 50% of
the voting stock of the controlled entity.
(b) "Assets" means those assets set forth in Schedule 1.10 which
are to be transferred to Purchaser (as defined under Article 2 hereof) in
connection with the transfer of the Foundry Services Business.
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(c) "Assumed Liabilities" means those liabilities to be assumed by
Purchaser in connection with the transfer of the Foundry Services Business,
which are set forth more specifically in Schedule 1.10.
(d) "Books and Records" shall have the meaning set forth in
Section 3.1(c).
(e) "Change of Control" means, with respect to a Party: (A) the
direct or indirect acquisition of either (i) the majority of the voting stock of
such Party or (ii) all or substantially all of the assets of such Party, by
another entity in a single transaction or series of related transactions; or (B)
the merger of such Party with, or into, another entity. The reincorporation of a
Party shall not be considered a Change of Control.
(f) "Closing Date" shall be February 28, 2003, or such other date
as the Parties mutually agree upon.
(g) "Customer" means a third party with whom Amkor or ATL enters
into a contractual arrangement to provide Foundry Services.
(h) "Foundry Fees" shall have the meaning set forth in the Foundry
Agreement.
(i) "Foundry Services" means the manufacturing and testing of
Products, including semiconductor wafers and die, and related services provided
to a Customer.
(j) "Leases" means the real property leases set forth on Schedule
1.10.
(k) "Products" means semiconductor wafers, die, and other
materials or deliverables provided by Amkor and its affiliate for Customers.
(l) "Purchase Price" shall have the meaning set forth in Section
2.1.
(m) "Purchaser" shall have the meaning set forth in Section 2.1.
(n) "Taxes" means all taxes, customs duty, charges, fees, levies
or other assessments, including income, gross receipts, excise, property, stamp,
registrations, sales, license, payroll, consumption, value added, withholding
and franchise taxes and any secondary tax liability, imposed by Korea, the
United States or any other country or any local government or taxing authority
or political subdivision or agency thereof or therein, and such term shall
include any interest, penalties or additions attributable to such taxes,
charges, fees, levies or other assessments.
ARTICLE 2. PURCHASE PRICE & PAYMENT
SECTION 2.1. FORMATION OF A U.S. SUBSIDIARY OF ASI AS PURCHASER.
ASI shall establish in the United States a new subsidiary which will serve as
the purchaser of the Foundry Service Business ("Purchaser") within three (3)
weeks from the date following the Effective date.
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SECTION 2.2. PURCHASE PRICE. In consideration of Amkor's transfer
of the Foundry Services Business, Purchaser shall pay Amkor a purchase price in
the amount of US$62,000,000 (the "Purchase Price").
SECTION 2.3. PAYMENT. On the Closing Date, Purchaser shall pay to
Amkor the Purchase Price.
SECTION 2.4. FLOW OF FUNDS AMONG THE PARTIES.
(a) The Parties of this Agreement shall agree to the following
order of the flows of funds in cash or immediately available funds as of the
Closing Date:
(i) Amkor shall make a payment in the amount of
US$62,000,000 to Anam USA as its payment of
accounts payable owed to Anam USA under the
Foundry Agreement;
(ii) Immediately upon receipt of the payment by
Amkor in the amount of US$62,000,000 as
provided in (i) above, Anam USA shall remit
US$62,000,000 to ASI as its payment of
accounts payable owed to ASI under the
Foundry Agreement;
(iii) Immediately upon receipt of the payment by
Anam USA in the amount of US$62,000,000 as
provided in (ii) above, ASI shall make
capital injection into Purchaser in the
amount that is at least equal to the Purchase
Price; and
(iv) Immediately upon receipt of the capital
injection by ASI in the amount that is at
least equal to the Purchase Price as provided
in (iii) above, Purchaser shall make the
payment of the Purchase Price to Amkor as
provided under Section 2.3 hereof.
(b) The Parties agree that certain escrow arrangements are
advisable to make certain that the funds shall flow as set forth in (a) above,
and, in order to implement such escrow arrangements, the Parties shall negotiate
in good faith to provide for details of such escrow arrangements prior to the
Closing Date. The escrow arrangements shall require each of Amkor, Anam USA, ASI
and Purchaser (x) to establish a bank account with the escrow agent which is a
banking institution licensed to do business in the United States, (y) to give
such escrow agent a payment instruction as noted in Section 2.4. (a) above prior
to the Closing Date and (z) to authorize such escrow agent to make the flows of
funds as noted in Section 2.4 (a) above, but not otherwise in any event:
provided, however, that the fund flows as provided in Section 2.4 (a) (i) and
Section 2.4 (a) (ii) may be consolidated.
(c) The Parties understand and agree that the Closing Date shall
be a date on or after Amkor secures sufficient cash reserves from collection of
the outstanding receivables due from the Clients to Amkor. After the Closing
Date, Amkor shall remit to Anam USA any receivables collected from Customers.
Such payments shall only be made as the receivables are actually collected in
satisfaction of Amkor's outstanding payable to Anam USA.
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SECTION 2.5. APPROVALS. ASI shall be responsible for (i)
initiating and complying with all relevant legal procedures and (ii) obtaining
the Korean approvals (including but not limited to the approvals under the
Foreign Exchange Transaction Act), necessary to establish Purchaser and cause
Purchaser pay the Purchase Price to Amkor. In the event that for whatever reason
ASI's fails to obtain such Korean approvals, the Parties to this Agreement shall
negotiate in good faith an alternative structure to consummate the sale and
purchase transaction provided hereunder. Further, ASI shall be jointly and
severally liable (together with Purchaser) for the performance of the
obligations of Purchaser under this Agreement, including the obligation to make
the payment of the Purchase Price by Purchaser to Amkor.
ARTICLE 3. TRANSFER OF ASSETS
SECTION 3.1. SALE AND PURCHASE. On the Closing Date, subject to
the terms and conditions contained in this Agreement, and in consideration of
Purchaser's payment of the Purchase Price and assumption of the Assumed
Liabilities, Amkor shall (or shall cause its Affiliate to) sell, convey,
transfer, assign and deliver to Purchaser, and Purchaser shall (or shall cause
its Affiliate to) purchase and acquire from Amkor (or shall cause its
Affiliate), all right, title and interest in and to the following assets of
Amkor used in the Business (the "Transferred Assets"):
(a) all personal property Assets set forth on Schedule 1.10;
(b) the real property Leases relating to the Foundry Services
Business as set forth on Schedule 1.10;
(c) all marketing and other rights under the Foundry
Agreement; and
(d) certain records relating solely and exclusively to the
Foundry Services Business, including customer lists, drawings, notebooks,
specifications, advertising and promotional materials, marketing materials, and
engineering materials (the "Books and Records").
SECTION 3.2. ASSUMPTION OF LIABILITIES. From and after the Closing
Date, Purchaser shall assume, on the terms and subject to the conditions set
forth herein, the obligations and liabilities set forth in Schedule 1.10
("Assumed Liabilities").
SECTION 3.3. NO WARRANTY. The Assets are sold to Purchaser
strictly on an "as-is" basis. Except as otherwise specifically set forth in this
Agreement, TO THE FULLEST EXTENT PERMITTED BY LAW, AMKOR HEREBY EXPRESSLY
DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING ANY
OF THE ASSETS, OR REGARDING THEIR MERCHANTABILITY OR THEIR FITNESS FOR ANY
PARTICULAR PURPOSE. Purchaser hereby acknowledges and confirms that it has had
the opportunity to inspect and has inspected the Assets and accepts them "as-is"
and further will not hold Amkor (or its Affiliates) liable for any
malfunctioning, irreparable or unusable state of the Assets.
SECTION 3.4. Each Party shall use commercially reasonable efforts
to facilitate the transfer of the Transferred Assets contemplated hereby.
SECTION 3.5. ALLOCATION OF THE PURCHASE PRICE. Amkor and Purchaser
covenant to use their respective best efforts to, on or prior to the Closing
Date, agree on the allocation of the Purchase Price
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on Assets among the equipment, current assets, transferred intellectual
property, other assets and goodwill. Amkor and Purchaser shall (i) be bound by
any Allocation for purposes of determining any Taxes, (ii) prepare and file its
tax returns on a basis consistent with any Allocation, and (iii) take no
position inconsistent with any Allocation on any applicable tax return or in any
action before any governmental authority or otherwise. In the event that the
Allocation is disputed by any governmental authority, the party receiving notice
of the dispute shall promptly notify the other party hereto concerning
resolution of the dispute. Amkor and Purchaser agree to cooperate fully to
record and file any and all government filings to report information concerning
amount of consideration in the transaction and its allocation among the assets.
ARTICLE 4. TRANSFER OF EMPLOYEES
SECTION 4.1. On or before the Closing Date, Purchaser shall hire
those employees of Amkor and/or its Affiliates which are set forth on Schedule
4.1. Such employment shall be on terms substantially similar to the employees'
existing terms and conditions of employment. Amkor shall be responsible for
payment of the severance obligations associated with any termination of such
employees, as set forth in more detail in Schedule 4.1 hereto.
ARTICLE 5. TRANSITION SERVICES
SECTION 5.1. Each Party shall use all commercially reasonable
efforts to cooperate and assist in the transition of existing Customers to
Purchaser. Such assistance and cooperation shall include transfer of the
Customer billing function to Purchaser.
SECTION 5.2. ASI shall provide, or cause any if its Affiliates to
provide, reasonable access to documents, financial statements, etc. to the
extent necessary to support any required future Amkor SEC filings, financial
reporting requirements and similar obligations.
SECTION 5.3. ASI shall use all commercially reasonable efforts to
provide assistance and cooperation as necessary to support Amkor's collection of
any outstanding amounts due from Customers, including, without limitation, those
amounts due in connection with disputed warranty and similar claims.
SECTION 5.4. Within five (5) days following execution of this
Agreement, the Parties shall meet to discuss and develop an integration process
to complete the transfer of the Transferred Assets to Purchaser, and terminate
ASI's use of any IT databases and resources shared between AWFS, Amkor, and ASI
(as detailed in Schedule 5.4). Such transition process shall be completed within
a period not to exceed one hundred and twenty (120) days following the Closing
Date.
SECTION 5.5. Each Party shall otherwise use commercially
reasonable efforts to do such other things and take such other actions as are
necessary to effect the transactions contemplated by this Agreement.
ARTICLE 6. TERMINATION OF FOUNDRY AGREEMENT
SECTION 6.1. Subject to Section 6.2, effective as of the Closing
Date, the Foundry Agreement
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shall terminate.
SECTION 6.2. Notwithstanding anything to the contrary herein, the
following provisions of the Foundry Agreement shall not be affected by
termination of the Foundry Agreement, and such provisions shall survive
termination of the Foundry Agreement and continue in full force and effect as if
set forth in their entirety herein: Article 8 (Confidential Information);
Article 12 (Warranties); Article 13 (Indemnities).
SECTION 6.3. This Agreement represents the full and final
agreement and settlement between the Parties with respect to all obligations
under the Foundry Agreement. Except with respect to those obligations
specifically undertaken by the Parties as set forth in this Agreement, each
Party, on behalf of itself and its Affiliates, hereby fully releases and
discharges the other Parties and their Affiliates from any and all obligations
under the Foundry Agreement, and waive any and all claims of any kind against
the other Parties and their Affiliates arising under the Foundry Agreement.
ARTICLE 7. PENDING CLAIMS
SECTION 7.1. Notwithstanding anything to the contrary herein,
Purchaser shall assume and retain all responsibility and liability for any and
all claims of any type, arising out of or relating in any way to its provision
of Foundry Services to Amkor or its Affiliates under the Foundry Agreement prior
to the Closing Date of this Agreement, including, without limitation, the
pending Alcatel claim and pending litigation proceedings in Paris, France
(Docket nos. 2002015641, 2002042245, 2002/10999, 2002024616).
ARTICLE 8. ARBITRATION
SECTION 8.1. ARBITRATION OF DISPUTES.
(a) Any controversy, dispute or claim arising out of, in
connection with, or in relation to the interpretation, performance or breach of
this Agreement, including any claim based on contract, tort or statute, shall be
settled, at the request of any Party, by arbitration conducted in Philadelphia,
Pennsylvania or such other location upon which the Parties may mutually agree,
before and in accordance with the then-existing Rules of Commercial Arbitration
of the American Arbitration Association ("AAA"), and judgment upon any award
rendered by the arbitrator may be entered by any court having jurisdiction
thereof.
(b) The Parties hereby consent to the jurisdiction of an
arbitration panel and of the courts located in, and venue in, Philadelphia,
Pennsylvania with respect to any dispute arising under this Agreement.
(c) Any controversy concerning whether a dispute is an
arbitral dispute hereunder shall be determined by the one or more arbitrators
selected in accordance with Section 8.3.
(d) The Parties intend that this agreement to arbitrate be
valid, specifically enforceable and irrevocable.
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SECTION 8.2. INITIATION OF ARBITRATION. A Party may initiate
arbitration hereunder by filing a written demand for arbitration with each other
Party to the dispute in accordance with Section 10.10 and with the AAA.
Arbitration hereunder shall be conducted on a timely, expedited basis.
SECTION 8.3. SELECTION OF ARBITRATOR. Any arbitration shall be
held before a single arbitrator, who shall be selected in accordance with the
procedures of the AAA, and shall be a member of the Large Complex Case Panel
with significant intellectual property (patent and copyright) law and
semiconductor manufacturing experience. If the Parties are unable to agree on a
single arbitrator, then Amkor and ASI shall each select an arbitrator and such
arbitrators shall select a third arbitrator. Such arbitration shall then be held
before such three arbitrators.
SECTION 8.4. AWARDS. The arbitrator(s) may, in its discretion,
award to the prevailing Party in any arbitration proceeding commenced hereunder,
and the court shall include in its judgment for the prevailing Party in any
claim arising hereunder, the prevailing Party's costs and expenses (including
expert witness expenses and reasonable attorneys' fees) of investigating,
preparing and presenting such arbitration claim or cause of action.
ARTICLE 9. TAXES
SECTION 9.1. TAX WITHHOLDING. If Purchaser is required by the
relevant laws to deduct or withhold any sales and/or other Taxes payable with
respect to the relevant part of the Purchase Price, and other Taxes in
connection with the purchase or perfection of transfer of the Foundry Services
Business or any of the Assets, Purchaser (i) may deduct or withhold, and shall
pay such Taxes to the relevant tax authorities and (ii) shall provide Amkor with
the receipts evidencing payment of such relevant Taxes within five (5) days from
such payment.
SECTION 9.2. GOVERNMENTAL APPROVAL. In execution and delivery of
this Agreement and in performance of obligations hereunder, both Parties agree
where material approvals from governmental entities (if any) are deemed
appropriate or necessary by any Party to this Agreement, these items shall have
been timely obtained.
ARTICLE 10. GENERAL
SECTION 10.1. CONSTRUCTION. All references in this Agreement to
"Articles," "Sections", "Schedules" and "Exhibits" refer to the articles,
sections, schedules and exhibits of this Agreement. The words "hereof," "herein"
and "hereunder" and other words of similar import refer to this Agreement as a
whole and not to any subdivision contained in this Agreement. The words
"include" and "including" when used herein are not exclusive and mean "include,
without limitation" and "including, without limitation," respectively.
SECTION 10.2. INDEPENDENT CONTRACTORS. The Parties hereto are
independent contractors. Nothing contained herein or done pursuant to this
Agreement shall constitute any Party the agent of any other Party for any
purpose or in any sense whatsoever, or constitute the Parties as partners or
joint venturers. Neither party shall have any authority to bind the other party
to any contract with any third Party, except as specifically set forth herein.
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SECTION 10.3. ASSIGNABILITY. No Party shall assign or delegate this
Agreement, or any of its rights or duties hereunder, directly, indirectly, by
operation of law, or otherwise, or in connection with a Change of Control,
except to an Affiliate, and any such purported assignment or delegation shall be
void, except with the express written consent of the other Parties, which
consent shall not be unreasonably withheld. Without limiting the foregoing, any
permitted assigns or successors of the Parties shall be bound by all terms and
conditions of this Agreement and this Agreement shall inure to the benefit of
such permitted successors or assigns.
SECTION 10.4. AMENDMENT. No alteration, amendment, waiver,
cancellation or any other change in any term or condition of this Agreement
shall be valid or binding on any Party unless mutually assented to in writing by
all Parties.
SECTION 10.5. FORCE MAJEURE. No Party shall be liable for delay in
performance or failure to perform, in whole or in part, to the extent due to
labor dispute, strike, war or act of war, insurrection, riot, civil unrest, act
of public enemy, fire, flood, or other acts of God, or the acts of any
governmental authority, or other causes beyond the control of such Party. The
Party experiencing such cause or delay shall immediately notify the other
Parties of the circumstances which may prevent or significantly delay its
performance hereunder, and shall use its best efforts to alleviate the effects
of such cause or delay.
SECTION 10.6. COMPLIANCE WITH LAWS. Each Party shall comply with
all applicable United States and Korean laws, rules, statutes and regulations in
performing its obligations hereunder.
SECTION 10.7. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY
THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA WITHOUT REGARD TO THAT STATE'S LAW
REGARDING CHOICE OF LAWS. THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL
SALE OF GOODS SHALL NOT APPLY TO THIS AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED
HEREBY.
SECTION 10.8. NO WAIVER . The failure of a Party to enforce at any
time any of the provisions of this Agreement, or the failure to require at any
time performance by any other Party of any of the provisions of this Agreement,
shall in no way be construed to be a present or future waiver of such
provisions, nor in any way affect the validity thereof or a Party's right to
enforce each and every such provision thereafter. The express waiver by a Party
of any provision, condition or requirement of this Agreement shall not
constitute a waiver of any future obligation to comply with such provision,
condition or requirement.
SECTION 10.9. SEVERABILITY. If, for any reason, a court of
competent jurisdiction finds any provision of this Agreement, or portion
thereof, to be invalid or unenforceable, such provision of the Agreement will be
enforced to the maximum extent permissible so as to effect the intent of the
Parties, and the remainder of this Agreement will continue in full force and
effect. The Parties agree to negotiate in good faith an enforceable substitute
provision for any invalid or unenforceable provision that most nearly achieves
the intent and economic effect of such provision.
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SECTION 10.10. NOTICES. All notices, requests, demands, waivers, and
other communications required or permitted hereunder shall be in writing and
shall be deemed to have been duly given: (i) when delivered by hand or confirmed
facsimile transmission; (ii) one day after delivery by receipted overnight
delivery; or (iii) four days after being mailed by certified or registered mail,
return receipt requested, with postage prepaid to the appropriate address set
forth at the beginning of this Agreement or to such other person or address as
any Party shall furnish to the other Parties in writing pursuant to the above.
SECTION 10.11. TITLES AND SUBTITLES. The titles and subtitles used
in this Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
SECTION 10.12. COUNTERPARTS. This Agreement may be executed in
counterparts which, taken together, shall constitute one and the same document.
SECTION 10.13. BINDING EFFECT. This Agreement shall be binding upon
and inure to the benefit of the Parties hereto and their respective heirs,
successors and permitted assigns.
SECTION 10.14. NO THIRD PARTY BENEFICIARIES. Nothing in this
Agreement shall confer any rights upon any person or entity other than the
Parties hereto and their respective heirs, successors and permitted assigns.
SECTION 10.15. LANGUAGE. This Agreement is entered into in the
English language. In the event of any dispute concerning the construction or
meaning of this Agreement, the text of the Agreement as written in the English
language shall prevail over any translation of this Agreement that may have been
or will be made.
SECTION 10.16. APPROVALS. Each Party represents and warrants that it
has obtained all necessary board and/or shareholder approvals and taken all
other corporate action required to enter into this Agreement and consummate the
transaction contemplated hereby.
SECTION 10.17. ENTIRE AGREEMENT. The terms and conditions herein
contained constitute the entire agreement between the Parties with respect to
the subject matter hereof and supersede all previous and contemporaneous
agreements and understandings, whether oral or written, between the Parties with
respect to the subject matter hereof.
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed by their duly authorized officers or representatives to be effective as
of the date first above written.
AMKOR TECHNOLOGY, INC. AMKOR TECHNOLOGY LIMITED
By: /s/ John Boruch By: /s/ Kenneth Joyce
__________________________ __________________________
Name: John Boruch Name: Kenneth Joyce
__________________________ __________________________
Title: President Title: Director and Chairman
__________________________ __________________________
ANAM SEMICONDUCTOR, INC. ANAM USA, INC.
By: /s/ Kwang Jo Ahn By: /s/ Hong Taek Chung
__________________________ __________________________
Name: Kwang Jo Ahn Name: Hong Taek Chung
__________________________ __________________________
Title: Senior Vice President Title: President
__________________________ __________________________
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SCHEDULE 1.10
PERSONAL PROPERTY ASSETS
SEE ATTACHED
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ORACLE
LOCATION ASSET # DESCRIPTION
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BLDG & LHI.LHI
Santa Clara, CA L12231 IBM THINKPAD AND ACCESSORIE
Santa Clara, CA L12241 HP COLOR LASERJET PRINTER A
Santa Clara, CA L12243 CPU DESKPRO AND ACCESSORIES
Santa Clara, CA L12244 IBM THINKPAD AND ACCESSORIE
Santa Clara, CA L12245 IBM THINKPAD AND ACCESSORIE
Santa Clara, CA L12246 IBM THINKPAD AND ACCESSORIE
Santa Clara, CA L12247 IBM THINKPAD AND ACCESSORIE
Santa Clara, CA L12249 IBM THINKPAD AND ACCESSORIE
Santa Clara, CA L12252 IBM THINKPAD AND ACCESSORIE
Santa Clara, CA L12253 3 COMPAQ DESPROS AND MONITO
Santa Clara, CA L12254 IBM CPU TPAD
Santa Clara, CA L12262 2 IBM THINKPADS AND ACCESSO
Santa Clara, CA L12276 SWI NETBUILDER2 EXBLT SYS
Santa Clara, CA L12282 FIREWALL AND GOLD SERVICE
Santa Clara, CA L12291 1GB MEMORY FOR E3000
Santa Clara, CA L12293 10 NEC MONITORS AND 3 IBM T
Santa Clara, CA L12312 10 CPU THINKPADS
Santa Clara, CA L12317 4 SUN ULTRA AND 1 ULTRA 30
Santa Clara, CA L12321 1GB MEMORY FOR E3000 AND SS
Santa Clara, CA L12323 ENTERPRISE 3000 ENCLOSURE A
FURN & FIX.OFF EQUIP
Boise, ID L12404 10 CUBICLES
Boise, ID L12403 CUBICLE FURNITURE
Boise, ID L12399 CUBICLES DELIVERED AND INST
Boise, ID L12402 HERMAN MILLER FURNITURE
Boise, ID L12398 VARIOUS FURNITURE PIECES
Boise, ID L12401 OFFICE FURNITURE 50PCT DEPO
Boise, ID L12395 3 OIL PAINTINGS
Boise, ID L12391 EIGHT OFFICES OF FURNITURE
Boise, ID L12389 HERMAN MILLER FURNITURE
Boise, ID L12384 1 CONFERENCE TOP AND 11 CON
Boise, ID L12377 5 CHAIRS
Boise, ID L12381 CONFERENCE TOP
Boise, ID L12380 SOFA AND 2 RECLINERS AND 11
Boise, ID L12374 FURN. FOR C. MAROUN DESK
Boise, ID L12372 2 CHAIRS AERON
Boise, ID L12375 4 LEATHER CHAIRS
Boise, ID L12371 CONFERENCE TABLE AND 6 CHAI
Boise, ID L12370 6 SIDE CHAIRS FOXTROT EBONY
Boise, ID L12369 BOOKCASE AND LATERAL FILE
Boise, ID L12363 WORKBENCH
Boise, ID L12365 2 EXECUTIVE MILESTONE CHAIR
Boise, ID L12364 CREDENZA AND BRIDGE AND LAT
Boise, ID L12366 HERMAN MILLER BRAND FURNITU
Boise, ID L12362 2 MID BACK WAYFARE HUNTER
Boise, ID L12361 LEXEC CHAIR AND CREDENZA AN
Boise, ID L12343 2 DRAWER LATERAL FILE MA
Boise, ID L12360 PEDESTAL
Boise, ID L12359 FOXTROT MAHOGANY CHAIR
Boise, ID L12358 EXEC CHAIR CRESCENDO SPRUCE
Boise, ID L12357 1 EXEC CHAIR AMBIANCE CONCO
Boise, ID L12356 7 LEATHER CHAIRS AND 1 CABI
Boise, ID L12350 2 SIDE CHAIR FOXTROT CHERRY
Boise, ID L12351 2 SIDE CHAIR FOXTROT EBONY
Boise, ID L12352 2 SIDE CHAIR FOXTROT EBONY
Boise, ID L12353 2 SIDE CHAIR FOXTROT EBONY
Boise, ID L12354 2 SIDE CHAIR FOXTROT EBONY
Boise, ID L12355 2 FOXTROT EBONY FRAME CHAIR
Boise, ID L12348 VENEER TABLE TOP AND BASE
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ORACLE
LOCATION ASSET # DESCRIPTION
- ------------------------------------------------------------
BLDG & LHI.LHI
Boise, ID L12154 EXPANSION OF COMPUTER ROOM
Boise, ID L12153 AIR CONDITIONING SYSTEM FOR
Boise, ID L12148 EXPANSION OF COMPUTER ROOM
Boise, ID L12147 NEW FLOOR COVERING SOUNDPR
Boise, ID L12152 ADD OUTLETS AND DROPS AND 2
Boise, ID L12149 PIPE WORK AND CIRCUITRY
Boise, ID L12151 WIRING WORK ORDER 0101
Boise, ID L12150 AIR CONDITIONER FOR LAN ROO
Boise, ID L12146 REMODELING
Boise, ID L12144 WIRING WORK ORDER 0101
Boise, ID L12142 COFFEE STATION PARTIAL PY
Boise, ID L12139 REMODELING
Boise, ID L12138 COFFEE STATION FINAL PYMT
Santa Clara, CA L12158 INSTALL CABLING
Santa Clara, CA L12155 28 WORKSTATION OUTLETS
Santa Clara, CA L12145 ELECTRICAL WORK
Santa Clara, CA L12143 INSTALL CABLING
Santa Clara, CA L12141 ADD"L WORKSTATION OUTLETS
Santa Clara, CA L12140 ADD"L WORK SANTA CLARA
EDP & COM.DP AND COM
Boise, ID L12335 FORMER PIP SUPPLY CHAIN PR
Boise, ID L12334 FORMER PIP SUPPLY CHAIN P
Boise, ID L12333 NOV98 TRF FROM PIP TO DP F
Boise, ID L12332 NOV98 TRF FROM PIP TO DP FA
Boise, ID L12330 SILICON EMSEMBLE DSM AND SO
Boise, ID L12315 NETAPP F740 FILER SYSTEM
Boise, ID L12322 NOV98 TRF FROM PIP TO DP F
Boise, ID L12313 FORMER PIP SUPPLY CHAIN PR
Boise, ID L12311 FORMER PIP SUPPLY CHAIN P
Boise, ID L12300 SUN WORKSTATION INCLUDING M
Boise, ID L12314 300MHZ ULTRA 2
Boise, ID L12305 TWO 250 MHZ PROCESSORS AND C
Boise, ID L12277 ORACLE8 ENTERPRISE V.8F S
Boise, ID L12297 CRI INTERNET PROJECT AND
Boise, ID L12255 ULTRA10 440
Boise, ID L12288 NOV98 TRF FROM PIP TO DP F
Boise, ID L12234 ASM 3500 SOLARIS
Boise, ID L12336 FORMER PIP LIBRARY
Boise, ID L12331 TRF FROM PIP LIBRARY SY
Boise, ID L12329 DRACULA/VIRTUOSO SOFTWARE
Boise, ID L12324 TRF FROM PIP LIBRARY A
Boise, ID L12328 VARIOUS COMPUTER EQUIP
Boise, ID L12318 NETAPP F740 FILER SYSTEM
Boise, ID L12320 VARIOUS HARDWARE AND SOFTWA
Boise, ID L12310 R4861 STATION AND PROBE AND
Boise, ID L12316 TRF FROM PIP LIBRARY A
Boise, ID L12308 THERMAL CENTRAL CONTROL SYS
Boise, ID L12307 UPDATE AA18LP LIBRARIES TO
Boise, ID L12306 SEMICONDUCTOR PARAMETER ANA
Boise, ID L12304 STORAGE HDs
Boise, ID L12301 INFINIIUM OSCILLOSCOPE
Boise, ID L12299 ODYSSEY CONSULTING LIBRARY
Boise, ID L12298 ULTRAMD 4450 4MB CACHE
Boise, ID L12292 3 SUN ULTRA 10 MODEL 40 WOR
Boise, ID L12287 VIRTUSO SCHEMATIC COMPOSER
Boise, ID L12294 HP PULSE GENERATOR TEK DP
Boise, ID L12281 ULTRA 10 MODEL 440 WORKSTAT
Boise, ID L12280 4 THINKPAD 570 PII MODEL 26
Boise, ID L12285 STORAGE HDs AND CABLE
13
ORACLE
LOCATION ASSET # DESCRIPTION
- ------------------------------------------------------------
BLDG & LHI.LHI
Boise, ID L12270 DEVELOP A DESIGN AVANT VIE
Boise, ID L12268 4 COMPAQ DESKPROS
Boise, ID L12265 5 COMPAQ DESKPROS
Boise, ID L12260 TIME INTERVAL, MEASUREMENTS
Boise, ID L12264 CISCO 3620
Boise, ID L12258 NETAPP HDW SUPPORT F740
Boise, ID L12242 MZ 15EC AND ESD SIMULATOR
Boise, ID 179657 ThinkPad
Boise, ID L12236 MODEL 228A VOLTAGE CURRENT
Boise, ID L12228 60 150GB 8MM MAMMOTH2 TAP
Boise, ID L12283 3 COMPAQ WORKSTATIONS
Boise, ID L12232 COMPAQ PRO RELIANT
Boise, ID L12226 SYNTH SIGNAL GENERATOR
Boise, ID L12225 HP LT 8500N
Boise, ID L12222 BACKUP SOFTWARE
Boise, ID L12218 2 COMPAQ DESKPRO
Boise, ID L12212 1 JET PRINTER AND 1 BW PRI
Boise, ID L12235 PROJECTOR
Boise, ID L12201 BACKUP SOFTWARE
Boise, ID L12200 IBM THINKPAD
Boise, ID L12279 VARIOUS COMPUTER EQUIPMENT
Boise, ID L12198 DEVELOP A DESIGN AVANT VI
Boise, ID L12227 16P TAPE BACKUP AUTOLOADER
Boise, ID L12273 256MB 18GB HDD PROLIANT
Boise, ID L12215 COMPAQ HARD DRIVES
Boise, ID L12213 TELECOM NETWORK ITEMS
Boise, ID L12266 3 PERSONAL COMPUTERS AND 1
Boise, ID L12207 2 17IN MONITORS AND 2 COM
Boise, ID L12204 VARIOUS IBM HARDWARE DRIVE
Boise, ID L12257 256MB MEMORY AND 4.2GB INT
Boise, ID L12251 HP PRINTER
Boise, ID L12250 FOUR PENTIUM II 266MHZ
Boise, ID L12193 TRANSPORT NX 15.0
Boise, ID L12237 THINKPAD LAPTOP
Boise, ID L12186 MICRON LAPTOP 2.4GB
Boise, ID L12233 VARIOUS COMPUTER EQUIPMENT
Boise, ID L12183 ADDITIONAL MEMORY
Boise, ID L12169 VP VEE 5.0 FOR WINDOWS
Boise, ID L12208 THINKPAD 765L
Boise, ID L12192 IBM POWER PC750 MICROPROCES
Boise, ID L12189 12GB DAT DRIVE
Boise, ID L12185 ARCK SERVE ENTERPRISE AND B
Boise, ID L12175 MONITOR AND CDROM AND KEYB
Boise, ID L12173 COMPUTER EQUIPMENT
Boise, ID L12171 HEWLETT PACKARD LASERJET PR
Boise, ID L12167 USE TAX ON 1997 PURCHASE
Boise, ID L12158 S AND H FOR INVOICE NO 3957
Boise, ID L12161 AD1200 129L 1
Boise, ID L12162 15 TATUNG DIGITAL MONITOR
Boise, ID L12165 HTDM RATE CHANGE/FACILITY C
Boise, ID L12176 AD 1200 129L1
Boise, ID L12199 2 DESKPRO 2000 AND ACCESSOR
Boise, ID L12206 4 MULTISCAN 17E2T AND ACCES
Boise, ID L12223 HP PRINTER
Boise, ID L12230 9.10GB SCSI UL TRAWIDE PLUG
Boise, ID L12240 512 KMB KIT FOR COMPAQ
Boise, ID L12269 4 DESKPRO 6000 AND ACCESSO
Boise, ID L12271 SWITCH COMPONENT
Boise, ID L12272 SWITCH COMPONENT
Boise, ID L12275 DESKPRO 6000 UPS MODEL 3000
14
ORACLE
LOCATION ASSET # DESCRIPTION
- --------------------------------------------------------------------
BLDG & LHI.LHI
Boise, ID L12283 SURE STORE DLT AND ACCESSOR
Boise, ID L12284 ARMADA PENTIUM AND DESKPRO
Boise, ID L12289 COPIER
Boise, ID L12295 COMPAQ PROLIANT 6000 WITH 1
Boise, ID L12296 SWITCH COMPONENT
Santa Clara, CA L12326 VARIOUS COMPUTER EQUIPMENT
Santa Clara, CA L12327 PRODUCTS SHOWN IN QUOTE 53
Santa Clara, CA L12319 VARIOUS HARDWARE AND SOFTWA
Santa Clara, CA L12302 ULTRA60 MODL2450 DUAL 450
Santa Clara, CA L12308 COMPUTER EQUIPMENT
Santa Clara, CA L12303 CAPITALIZED SALARIES SCP
Santa Clara, CA L12278 IBM THINKPAD AND ACCESSORIE
Santa Clara, CA L12256 8 9.1GB INTERNAL DISKS 72
Santa Clara, CA L12290 2 COMPAQ DESKPROS AND 1 ROU
Santa Clara, CA L12286 LAN SEGMENTATION
Santa Clara, CA L12274 4 PENTIUM DESKPRO PCS
Santa Clara, CA L12221 IBM THINKPAD AND ACCESSORIE
Santa Clara, CA L12261 NOV98 TRF FROM PIP TO DP F
Santa Clara, CA L12259 1 MX3000 MATRIX UPS AND 4 S
Santa Clara, CA L12248 MEMORY UPGRADES
Santa Clara, CA L12191 3 9.1GB INTERNAL DISK DRI
Santa Clara, CA L12239 COMPUTER EQUIPMENT
Santa Clara, CA L12238 DESKSIDE AUTORAID ARRAY MOD
Santa Clara, CA L12182 DC HARDWARE DATAMATRIX VERI
Santa Clara, CA L12179 THT PRINTER AND ACCESS
Santa Clara, CA L12219 IBM THINKPAD P166
Santa Clara, CA L12220 IBM THINKPAD P166
Santa Clara, CA L12214 16P SURESTORE DAT24X6E
Santa Clara, CA L12211 3CPU DESKPRO
Santa Clara, CA L12202 NOVELL NETWARE V4.11 25
Santa Clara, CA L12197 11 ETHERNETS
Santa Clara, CA L12196 IBM THINKPAD 600
Santa Clara, CA L12194 IBM THINKPAD P166
Santa Clara, CA L12187 SUPERSTACK SWITCH AND LAN S
Santa Clara, CA L12168 9.1GB INTERNAL DISK 7200 FO
Santa Clara, CA L12181 OMS ACCESS PROJECT TRF F
Santa Clara, CA L12177 SUPERSTACK DESKTOP SWITCH
Santa Clara, CA L12184 SWI PROJ 98 SOFTWARE
Santa Clara, CA L12160 USE TAX ON INVOICE 251794 0
Santa Clara, CA L12157 S&H FOR EIS INSTALLATION
Santa Clara, CA L12159 OVERHEAD PROJECTOR TABLE
Santa Clara, CA L12163 NEC MONITOR
Santa Clara, CA L12168 NEC MONITOR AND ACCESSORIES
Santa Clara, CA L12170 HP LASERJET PRINTER
Santa Clara, CA L12172 IBM SELECTADOCK II NEC MONI
Santa Clara, CA L12174 2 NEC MONITORS AND ACCESSOR
Santa Clara, CA L12178 HP COLOR PRINTER AND ACCESS
Santa Clara, CA L12180 HP LASERJET PRINTER AND ACC
Santa Clara, CA L12184 3 NEC MONITORS
Santa Clara, CA L12188 2 PRINTERS
Santa Clara, CA L12190 INSTALLATION LABOR AND MATE
Santa Clara, CA L12195 HP LASERJET PRINTER
Santa Clara, CA L12203 IBM CPU TPAD
Santa Clara, CA L12205 HARDDRIVE AND CD ROM UPGRA
Santa Clara, CA L12208 IBM CPU TPAD
Santa Clara, CA L12210 PROJECTOR AND SOFTBOARD AND
Santa Clara, CA L12216 ETHERNET AND HSS 3 PORT
Santa Clara, CA L12217 FULL SIZE SOFT BOARD FOR W1
Santa Clara, CA L12224 2 COMPAQ DESKPRO AND ACCESS
Santa Clara, CA L12229 IBM THINKPAD AND ACCESS AND ACCESORIE
15
ORACLE
LOCATION ASSET # DESCRIPTION
- ------------------------------------------------------------
BLDG & LHI.LHI
Boise, ID L12344 EXEC CHAIR MILESTONE EBONY
Boise, ID L12345 EXEC CHAIR MILESTONE EBONY
Boise, ID L12346 EXEC CHAIR MILESTONE EBONY
Boise, ID L12347 EXEC CHAIR MILESTONE EBONY
Boise, ID L12342 AERON EXEC DARK GREY CHAIR
Boise, ID L12341 2 CONFERENCE CHAIRS
Boise, ID L12340 1 KNEE TILT OPEN ARM CHAIR
Boise, ID L12339 SPLIT TOP TABLE
Boise, ID L12337 FAB BOARD F WN F
Santa Clara L12400 7 HERMAN MILLER BRAND CHAIR
Santa Clara L12397 HERMAN MILLER BRAND FURNITU
Santa Clara L12396 CUBICLES PARTIAL PYMT
Santa Clara L12388 20 EXECUTIVE CHAIRS
Santa Clara L12394 8 COMPLETE OFFICES
Santa Clara L12392 HERMAN MILLER BRAND FURNITU
Santa Clara L12390 8 COMPLETE OFFICES
Santa Clara L12387 15 CHAIRS
Santa Clara L12385 CUBICLE WORKSTATIONS
Santa Clara L12383 HERMAN MILLER FURNITURE FIN
Santa Clara L12382 24 CHAIRS
Santa Clara L12379 HERMAN MILLER BRAND FURNITU
Santa Clara L12378 8 CHAIRS
Santa Clara L12376 4FT TABLE AND CREDENZA AND
Santa Clara L12373 2 DESK SET UPS TABLE AND CR
Santa Clara L12368 HERMAN MILLER BRAND FURNITU
Santa Clara L12367 2 WORKSTATION OUTLETS
Santa Clara L12349 AERON CHAIR AND HERMAN MILL
Santa Clara L12338 FREIGHT FOR 24 CHAIRS
MAIN EQUIP. MACH & EQUIP
Buchon Fab L12406 USED PROBER
Boise, ID L12407 ODYSSEY LIBRARY CNSLT BUSH
Buchon Fab L12406 MODEL 34A PICOPROBE WITH TI
16
SCHEDULE 1.10
ASSUMED LIABILITIES
- - All financing obligations or other liabilities arising after the
Closing Date which relate to the personal property Assets transferred
pursuant to Section 3.1(a).
- - All obligations and liabilities arising after the Closing Date under
the real property Leases transferred pursuant to Section 3.1(b).
17
SCHEDULE 1.10
LEASES
- - Lease Agreement between Amkor Technology, Inc. and MK Plaza Trust dated
August 14, 1997 for office space located at 720 Park Boulevard, Suite
230, Boise, Idaho 83712.
- - Sublease Agreement between Amkor Technology, Inc. (Sublessor) and
Department of Environmental Quality, State of Idaho (Sublessee) dated
June 1, 2001 for office space located at 720 Park Boulevard, Suite 230,
Boise Idaho 83712.
18
SCHEDULE 4.1
TRANSFERRING EMPLOYEES/SEVERANCE OBLIGATIONS
NAME BUSINESS_TITLE LOCATION ANNUAL_RT HIRE DATE
---- -------------- -------- --------- ---------
Miro, Andrew Director, Sales Waferfab AU 125,000.02 7/30/01
Stone, Kenneth Sr Engineer, Staff - Cust Svc AU 100,000.16 4/29/02
Dickson, Mary Jo Executive Assistant ID 41,000.18 8/1/97
Aplin, Gordon Frederick Engineer, Staff-VLSI Design ID 85,800.00 5/1/00
Berry, David C. Engineer, Staff ID 71,280.25 4/3/00
Jarvinen, John R. Manager, Network & Systems ID 81,388.06 8/1/97
Jones, Richard A. Director, Business Planning NA ID 84,851.29 12/15/97
Leischner, Antonino R. Engineer, Staff - CSE ID 85,500.22 3/13/00
McKinney, Jerry W. VP, Business Operation ID 140,000.02 8/18/97
Powers, Shannon M. Sr Analyst, Business Planning ID 67,100.02 11/8/99
Ruffalo, Phillip J. Analyst ID 60,195.64 3/1/99
Scott, Michael L. VP, Business Planning ID 140,000.02 10/1/97
Thompson, David T. Analyst ID 58,500.00 6/5/00
Puranikmath, Shivayogi VP, Engineering SC 180,000.08 10/22/01
Borlase, Deborah J. Analyst, Sales SCWF 60,139.82 8/1/97
Maune, Ernest J. Sr VP, North American Sales SCWF 180,000.00 5/1/97
Moore, Robert W. Director, Sales SCWF 150,000.24 6/12/01
19
SCHEDULE 5.4
SHARED IT DATABASES AND RESOURCES BETWEEN ATI, AWFS & ASI
REVISION 1/10/2002
- ---------------------------------------------------------------------------------------------------------
SYSTEM DESCRIPTION LOCATION TYPE
- ---------------------------------------------------------------------------------------------------------
ATK Network - Connects FAB to Amkor International Network in ATK Network
Korea for data transfer to Amkor/AWFS systems
- ---------------------------------------------------------------------------------------------------------
Amkor International Network - Allows data flow from FAB to West Chester to Korea Network
Amkor Systems
- ---------------------------------------------------------------------------------------------------------
Amkor Domestic Wide Area Network - Connects Amkor West Chester West Chester, Boise, Network
computer center to other AWFS locations in Boise and Santa Clara Santa Clara
- ---------------------------------------------------------------------------------------------------------
Amkor European Network - Tail circuit from Amkor Ferney Voltaire Europe Network
office to AWFS office in Lyon. AWFS then rides our international
circuit from Ferney to Amkor Domestic Network
- ---------------------------------------------------------------------------------------------------------
Internet services via West Chester Internet Connection - West Chester Network
Provides path for Web Browsing, SMTP email, and Ecommerce.
Includes firewalls.
- ---------------------------------------------------------------------------------------------------------
Voice Tie Lines - Voice riding on our data network and no cost / Boise, Santa Clara, Network
minute FAB
- ---------------------------------------------------------------------------------------------------------
Internet Services via Boise Internet Connection - Provides Boise Network
Internet access for engineering design exchanges
- ---------------------------------------------------------------------------------------------------------
CSS AS400 database - provides a central data store for West Chester Application
manufacturing reporting. Fed by FAB
- ---------------------------------------------------------------------------------------------------------
Web.Data Ecommerce support - Provides infrastructure and systems West Chester Application
to provide web based reports to customers over the internet
- ---------------------------------------------------------------------------------------------------------
HR systems Chandler Application
- ---------------------------------------------------------------------------------------------------------
Email/Groupware - In addition to dedicated server for Boise for All Sites Application
email, AWFS utilizes the Amkor Domino system for email
distribution to other sites
- ---------------------------------------------------------------------------------------------------------
Finance / Accounting for Lyon - Currently provided by Amkor Europe Application
Ferney Voltaire office
- ---------------------------------------------------------------------------------------------------------
Finance / Accounting for AWFS Boise - ?? Boise Application
- ---------------------------------------------------------------------------------------------------------
SPAM filtering - Email Spam filtering provided by Amkor Boise, Santa Clara Application
outsourced vender
- ---------------------------------------------------------------------------------------------------------
Software Licenses - Included Lotus Notes Client, Lotus Domino Boise, Santa Clara, Software
Server, Lotus Sametime, Cadence Designs SW, MS Office, Cold FAB
Fusion, Anti Virus SW, Novel, Oracle DB (off Amkor Oracle
Enterprise License),
- ---------------------------------------------------------------------------------------------------------
WorkStations - PC and Sun workstations Boise, Santa Clara, Hardware
FAB
- ---------------------------------------------------------------------------------------------------------
Billing Services - Amkor loads AWFS invoice data into Amkor Boise, West Chester Application
Financial Systems
- ---------------------------------------------------------------------------------------------------------
20