EXHIBIT 10.2
EXECUTION COPY
AMENDMENT NO. 1 TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
This AMENDMENT No. 1 TO THE SECOND AMENDED AND RESTATED CREDIT
AGREEMENT, dated as of October 17, 2003, 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
Second Amended and Restated Credit Agreement dated as of April 22, 2003 (as
amended, the "Credit Agreement") among the Borrower, the lenders party thereto
(collectively the "Lenders"), the issuing banks party thereto, Citigroup Global
Markets, Inc. ("CGMI"), as sole book manager, Citicorp USA, Inc., as
administrative agent (in such capacity, the "Administrative Agent") and as
collateral agent (in such capacity, the "Collateral Agent"), Deutsche Bank
Securities Inc. ("DBSI), as documentation agent, CGMI and J.P. Morgan Securities
Inc., as joint lead arrangers, DBSI, as arranger, and JPMorgan Chase Bank, as
syndication agent.
PRELIMINARY STATEMENTS:
(1) The parties to this Amendment are party to the Credit
Agreement. Capitalized terms defined in the Credit Agreement and not otherwise
defined in this Amendment are used herein as therein defined.
(2) The parties hereto have agreed to amend the Credit
Agreement as hereinafter set forth.
SECTION 1. AMENDMENTS. Subject to the satisfaction of
the conditions precedent set forth in Section 2 hereof, the Credit Agreement is
hereby amended as follows:
(a) AMENDMENTS TO ARTICLE I (DEFINITIONS AND ACCOUNTING
TERMS).
(i) The definition of "EBITDA" in Section 1.1
(Certain Defined Terms) of the Credit Agreement is hereby amended and restated
in its entirety to read as follows:
"EBITDA" means, for any period, the sum, determined
on a Consolidated basis and without any double-counting, of (a) Net
Income, (b)(i) interest expense and (ii) amortization, write-off or
cash payment of premiums, commissions, discounts and other fees and
charges which, in each case pursuant to this clause (b)(ii), are
attributable to the repayment, repurchase or redemption of Debt for
Borrowed Money, (c) income tax expense, (d) to the extent included in
Consolidated Net Income, non-cash foreign currency loss (or less any
non-cash foreign currency gain), (e) to the extent included in Net
Income, (i) non-cash equity in loss of Affiliates (or less any non-cash
equity in income of Affiliates) and (ii) non-cash losses in respect of
(A) fixed assets and (B) goodwill associated with acquisitions, (f)
depreciation expense and (g) amortization expense, in each case of the
Borrower and its Restricted Subsidiaries, determined in accordance with
GAAP for such period.
(b) AMENDMENTS TO ARTICLE V (COVENANTS OF THE BORROWER).
(i) The final paragraph of Section 5.2(f)
(Investments in Other Persons) of the Credit Agreement is hereby amended by
replacing, in the two places where it appears in such paragraph, the dollar
amount "$25,000,000" with the dollar amount "$50,000,000".
(ii) Section 5.2(j) (Prepayments, Etc., of Debt)
of the Credit Agreement is hereby amended by replacing clause (iv) thereof in
its entirety with the following clause (iv):
(iv) the Borrower may repurchase or redeem Senior Notes
for cash not exceeding (A) in the Fiscal Year ending December 31, 2003,
$ 140,000,000 plus the amount of any Net Cash Proceeds arising from the
sale of Anam Shares received by the Borrower during such Fiscal Year
and (B) in any Fiscal Year thereafter, $100,000,000 plus the amount of
any Net Cash Proceeds arising from the sale of Anam Shares received by
the Borrower during such Fiscal Year; provided, however, that (1) up to
$25,000,000 in the aggregate of the amount in this clause (iv) may be
used by the Borrower to repurchase or redeem Subordinated Debt instead
of repurchasing or redeeming Senior Notes; (2) to the extent the amount
used by the Borrower to repurchase or redeem Senior Notes (or
Subordinated Debt, as the case may be) pursuant to this clause (iv)
during any Fiscal Year is less than the amount permitted for such
Fiscal Year pursuant to this clause (iv), then the unused portion
thereof in such Fiscal Year may be carried over and added to the amount
permitted by this clause (iv) in any Fiscal Year thereafter; (3) in no
event shall the amount used pursuant to this clause (iv) exceed
$300,000,000 in the aggregate during the term of the Facilities; and
(4) after giving effect to each such purchase or redemption made
pursuant to this clause (iv), the Borrower shall be in compliance with
Section 5.4(b);
(iii) Section 5.2(j)(v) (Prepayments, Etc., of
Debt) of the Credit Agreement is hereby amended by inserting the phrase "or any
Subordinated Debt" immediately after the phrase "Senior Notes" in clause (x)
thereof.
(iv) Section 5.2(o) (Capital Expenditures) of the
Credit Agreement is hereby amended by replacing such Section in its entirety
with the following Section 5.2(o):
(o) Capital Expenditures. Make, or permit any of its
Restricted Subsidiaries to make, any Capital Expenditures that would
cause the aggregate amount of all such Capital Expenditures made by the
Borrower and its Restricted Subsidiaries in any Fiscal Year to exceed
the greater of (i) the lesser of (x) 50% of EBITDA for such Fiscal Year
(determined on a Pro Forma Basis) and (y) $350,000,000 and (ii)
$250,000,000; provided, however, to the extent that actual Capital
Expenditures for any such Fiscal Year is less than the maximum amount
permitted by this clause (o), then the difference between the maximum
amount permitted by this clause (o) and such actual Capital
Expenditures may be carried over and made available for Capital
Expenditures in the next succeeding Fiscal Year only, and such carried
over portion shall be applied before the amount of Capital Expenditures
otherwise permitted for such succeeding Fiscal Year pursuant to this
Section 5.2(o);
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:
(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; and
(b) each Subsidiary Guarantor shall have executed a consent to
this Amendment in the form attached hereto.
Furthermore this Amendment is subject to the provisions of Section 8.1 of the
Credit Agreement.
2
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.
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]
3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their respective officers thereunto duly authorized, as of the date first
above written.
AMKOR TECHNOLOGY, INC.,
By ____________________________
Name:
Title:
CITICORP USA, INC.,
as Administrative Agent
By ____________________________
Name:
Title:
[SIGNATURE PAGE To AMENDMENT No. 1 AMKOR TECHNOLOGY INC. SECOND AMENDED AND
RESTATED CREDIT AGREEMENT]
AIM FLOATING RATE FUND
By: INVESCO Senior Secured Management, Inc.
As Sub-Adviser
By /s/ Joseph Rotondo
-----------------------------------
Name: Joseph Rotondo
Title: Authorized Signatory
[SIGNATURE PAGE TO AMENDMENT NO. 1 AMKOR TECHNOLOGY INC. SECOND AMENDED AND
RESTATED CREDIT AGREEMENT]
AMARA-I 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. 1 AMKOR TECHNOLOGY INC. SECOND 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. 1 AMKOR TECHNOLOGY INC. SECOND AMENDED AND
RESTATED CREDIT AGREEMENT]
Ares IV CLO Ltd
By: Ares CLO Management IV, LP.,
Investment Manager
By: Ares CLO GP IV,LLC,
Its Managing Member
By: /s/ Seth J. Brufsky
--------------------------------------
Name: SETH J. BRUFSKY
Title: VICE PRESIDENT
[SIGNATURE PAGE TO AMENDMENT NO. 1 AMKOR TECHNOLOGY INC. SECOND AMENDED AND
RESTATED CREDIT AGREEMENT]
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. 1 AMKOR TECHNOLOGY INC. SECOND AMENDED AND
RESTATED CREDIT AGREEMENT]
Ares VI CLO Ltd.
By: Ares CLO Management VI, L.P.,
Investment Manager
By: Ares CLO GP VI, LLC,
Its Managing Member
By: /s/ Seth J. Brufsky
--------------------------------------
Name: SETH J. BRUFSKY
Title: VICE PRESIDENT
[SIGNATURE PAGE TO AMENDMENT NO. 1 AMKOR TECHNOLOGY INC. SECOND AMENDED AND
RESTATED CREDIT AGREEMENT]
Ares VII CLO Ltd.
By: Ares CLO Management VII, L.P.,
Investment Manager
By: Ares CLO GP VII, LLC.
Its General Partner
By: /s/ Seth J. Brufsky
--------------------------------------
Name: SETH J. BRUFSKY
Title: VICE PRESIDENT
[SIGNATURE PAGE TO AMENDMENT NO. 1 AMKOR TECHNOLOGY INC. SECOND 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. 1 AMKOR TECHNOLOGY INC. SECOND 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. 1 AMKOR TECHNOLOGY INC. SECOND AMENDED AND
RESTATED CREDIT AGREEMENT]
BABSON CLO LTD. 2003-I
By: David L. Babson & Company Inc.
as Manager
_________________________________________,
as Lender
By /s/ David P. Wells, CFA
--------------------------------------
Name: David P. Wells, CFA
Title: Managing Director
[SIGNATURE PAGE TO AMENDMENT NO. 1 AMKOR TECHNOLOGY INC. SECOND AMENDED AND
RESTATED CREDIT AGREEMENT]
BILL & MELINDA GATES FOUNDATION
By: David L. Babson & Company Inc. as
Investment Adviser
______________________________________,
as Lender
By /s/ David P. Wells
-----------------------------------
Name: David P. Wells, CFA
Title: Managing Director
[SIGNATURE PAGE TO AMENDMENT NO. 1 AMKOR TECHNOLOGY INC. SECOND
AMENDED AND RESTATED CREDIT AGREEMENT]
Canadian Imperial Bank of Commerce,
-----------------------------------
as Lender
By /s/ Marc Berg
--------------------------------
Name: Marc Berg
Title: Authorized Signatory
[SIGNATURE PAGE TO AMENDMENT NO. 1 AMKOR TECHNOLOGY INC. SECOND
AMENDED AND RESTATED CREDIT AGREEMENT]
Sankaty Advisors, LLC as Collateral
Manager for CASTLE HILL I - INGOTS,
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. 1 AMKOR TECHNOLOGY INC. SECOND
AMENDED AND RESTATED CREDIT AGREEMENT]
Sankaty Advisors, LLC as Collateral
Manager for CASTLE HILL II - INGOTS,
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. 1 AMKOR TECHNOLOGY INC. SECOND
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. 1 AMKOR TECHNOLOGY INC. SECOND
AMENDED AND RESTATED CREDIT AGREEMENT]
CITICORP USA, INC.,
By /s/ [ILLEGIBLE]
--------------------------------
Name:
Title:
[SIGNATURE PAGE TO AMENDMENT NO. 1 AMKOR TECHNOLOGY INC. SECOND
AMENDED AND RESTATED CREDIT AGREEMENT]
Cooksmill
----------------------------------,
as Lender
___________________________________
By /s/ Jon R.M Campbel
--------------------------------
Name: Jon R.M Campbel
Title: Authorized Signatory
[SIGNATURE PAGE TO AMENDMENT NO. 1 AMKOR TECHNOLOGY INC. SECOND
AMENDED AND RESTATED CREDIT AGREEMENT]
Deutsche Bank Trust Company Americas,
as Lender
By /s/ Gregory P. Shefrm
-----------------------------------
Name: Gregory P. Shefrm
Title: Director
[SIGNATURE PAGE TO AMENDMENT NO. 1 AMKOR TECHNOLOGY INC. SECOND
AMENDED AND RESTATED CREDIT AGREEMENT]
DIVERSIFIED CREDIT PORTFOLIO LTD.
By: INVESCO Senior Secured
Management, Inc.
as Investment Adviser
By /s/ Joseph Rotondo
--------------------------------
Name: Joseph Rotondo
Title: Authorized Signatory
[SIGNATURE PAGE TO AMENDMENT NO. 1 AMKOR TECHNOLOGY INC. SECOND
AMENDED AND RESTATED CREDIT AGREEMENT]
The Foothill Group, Inc.,
-----------------------------------,
as Lender
By /s/ Sean T. Dixon
--------------------------------
Name: Sean T. Dixon
Title: Vice President
[SIGNATURE PAGE TO AMENDMENT NO. 1 AMKOR TECHNOLOGY INC. SECOND
AMENDED AND RESTATED CREDIT AGREEMENT]
Franklin Floating Rate Trust ___________________________________,
as Lender
Franklin Floating Rate Master Series
By /s/ Richard D'Addario
FRANKLIN FLOATING RATE --------------------------------
DAILY ACCESS FUND Name: Richard D'Addario
Title: Senior Vice President
Franklin CLO II, Limited
Franklin CLO III, Limited
FRANKLIN CLO IV, LIMITED
[SIGNATURE PAGE TO AMENDMENT NO. 1 AMKOR TECHNOLOGY INC. SECOND
AMENDED AND RESTATED CREDIT AGREEMENT]
Sankaty Advisors, LLC as Collateral
Manager for GREAT POINT CLO 1999-1
LTD., as Term Lender
-------------------------------------,
as Lender
By /s/ DIANE J. EXTER
--------------------------------
Name: DIANE J. EXTER
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
[SIGNATURE PAGE TO AMENDMENT NO. 1 AMKOR TECHNOLOGY INC. SECOND
AMENDED AND RESTATED CREDIT AGREEMENT]
HARBOUR TOWN FUNDING LLC
------------------------,
as Lender
By /s/ Ann E. Morris
--------------------------------
Name: ANN E. MORRIS
Title: ASST VICE PRESIDENT
[SIGNATURE PAGE TO AMENDMENT NO. 1 AMKOR TECHNOLOGY INC. SECOND
AMENDED AND RESTATED CREDIT AGREEMENT]
INVESCO EUROPEAN CDO I.S.A.
By: INVESCO Senior Secured
Management, Inc.
As Collateral Manager
By /s/ Joseph Rotondo
--------------------------------
Name: JOSEPH ROTONDO
Title: AUTHORIZED SIGNATORY
[SIGNATURE PAGE TO AMENDMENT NO. 1 AMKOR TECHNOLOGY INC. SECOND
AMENDED AND RESTATED CREDIT AGREEMENT]
JP Morgan Chase Bank
--------------------,
as Lender
By /s/ William P. Rindfuss
--------------------------------
Name: William P. Rindfuss
Title: Vice President
[SIGNATURE PAGE TO AMENDMENT NO. 1 AMKOR TECHNOLOGY INC. SECOND
AMENDED AND RESTATED CREDIT AGREEMENT]
Long Lane Master Trust IV
By Flast National Bank
as trust Administrator
__________________________________,
as Lender
By /s/ Michael J. Sullivan
--------------------------------
Name: Michael J. Sullivan
Title: Vice President
[SIGNATURE PAGE TO AMENDMENT NO. 1 AMKOR TECHNOLOGY INC. SECOND
AMENDED AND RESTATED CREDIT AGREEMENT]
MASSACHUSETTS MUTUAL LIFE INSURANCE
COMPANY
By: David L. Babson & Company Inc. as
Investment Adviser
_____________________________________,
as Lender
By /s/ David P. Wells
-----------------------------------
Name: David P. Wells, CFA
Title: Managing Director
[SIGNATURE PAGE TO AMENDMENT NO. 1 AMKOR TECHNOLOGY INC. SECOND
AMENDED AND RESTATED CREDIT AGREEMENT]
OASIS COLLATERALIZED HIGH INCOME
PORTFOLIOS-I LTD.
By: INVESCO Senior Secured Management, Inc.
As Sub-Advisor
By /s/ Joseph Rotondo
--------------------------------
Name: Joseph Rotondo
Title: Authorized Signatory
[SIGNATURE PAGE TO AMENDMENT NO. 1 AMKOR TECHNOLOGY INC. SECOND
AMENDED AND RESTATED CREDIT AGREEMENT]
OCTAGON INVESTMENT PARTNERS V. LTD.
By: Octagon Credit Investors, LLC
as Portfolio Manager
__________________________________,
as Lender
By /s/ Michael B. Nechamkin
--------------------------------
Name: Michael B. Nechamkin
Title: Portfolio Manager
[SIGNATURE PAGE TO AMENDMENT NO. 1 AMKOR TECHNOLOGY INC. SECOND
AMENDED AND RESTATED CREDIT AGREEMENT]
Sankaty Advisors, LLC as Collateral
Manager for Race Point CLO, Limited,
as Term Lender
----------------------------------,
as Lender
By /s/ Diane J. Exter
--------------------------------
Name: DIANE J. EXTER
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
[SIGNATURE PAGE TO AMENDMENT NO. 1 AMKOR TECHNOLOGY INC.
SECOND AMENDED AND RESTATED CREDIT AGREEMENT]
`
Sankaty Advisors, LLC as Collateral
Manager for Race Point II CLO,
Limited, as Term Lender
-----------------------------------,
as Lender
By /s/ Diane J. Exter
--------------------------------
Name: DIANE J. EXTER
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
[SIGNATURE PAGE TO AMENDMENT NO. 1 AMKOR TECHNOLOGY INC. SECOND
AMENDED AND RESTATED CREDIT AGREEMENT]
SANKATY HIGH YIELD PARTNERS III, L.P.
__________________________________,
as Lender
By /s/ Diane J. Exter
--------------------------------
Name: DIANE J. EXTER
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
[SIGNATURE PAGE TO AMENDMENT NO. 1 AMKOR TECHNOLOGY INC. SECOND
AMENDED AND RESTATED CREDIT AGREEMENT]
SARATOGA CLO I, LIMITED
By: INVESCO Senior Secured Management,
Inc.
As Asset Manager
By /s/ Joseph Rotondo
-------------------------------
Name: Joseph Rotondo
Title: Authorized Signatory
[SIGNATURE PAGE TO AMENDMENT NO. 1 AMKOR TECHNOLOGY INC. SECOND
AMENDED AND RESTATED CREDIT AGREEMENT]
Seaboard CLO 2000 Ltd.
By: David L. Babson & Company Inc. as
Collateral Manager
By: __________________________________
as Lender
By /s/ David P. Wells
----------------------------------
Name: David P. Wells, CFA
Title: Managing Director
[SIGNATURE PAGE TO AMENDMENT NO. 1 AMKOR TECHNOLOGY INC. SECOND 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. 1 AMKOR TECHNOLOGY INC. SECOND AMENDED AND
RESTATED CREDIT AGREEMENT]
SIMSBURY CLO, LIMITED
By: David L. Babson & Company Inc.
under delegated authority from
Massachusetts Mutual Life Insurance
Company as Collateral Manager as
Lender
By /s/ David P. Wells
-----------------------------------
Name: David P. Wells, CFA
Title: Managing Director
[SIGNATURE PAGE TO AMENDMENT NO. 1 AMKOR TECHNOLOGY INC. SECOND AMENDED AND
RESTATED CREDIT AGREEMENT]
Stanfield Arbitrage CDO, LTD.
By: Stanfield Capital Partners LLC
as its Collateral Manager
______________________________________,
as Lender
By /s/ Christopher A. Bondy
----------------------------------
Name: Christopher A. Bondy
Title: Partner
[SIGNATURE PAGE TO AMENDMENT NO. 1 AMKOR TECHNOLOGY INC. SECOND AMENDED AND
RESTATED CREDIT AGREEMENT]
Stanfield Carrera CLO, Ltd.
BY: Stanfield Capital Partners LLC
as its Asset Manager
___________________________________,
as Lender
By /s/ Christopher A. Bondy
----------------------------------
Name: Christopher A. Bondy
Title: Partner
[SIGNATURE PAGE TO AMENDMENT NO. 1 AMKOR TECHNOLOGY INC. SECOND AMENDED AND
RESTATED CREDIT AGREEMENT]
STEIN ROE & FARNHAM CLO I LTD.
By: Columbia Management Advisors, Inc.
(f/k/a Stein Roe & Farnham Incorporated),
As Portfolio Manager
_____________________________________,
as Lender
By /s/ Kathleen A. Zarn
----------------------------------
Name: Kathleen A. Zarn
Title: Senior Vice President
[SIGNATURE PAGE TO AMENDMENT NO. 1 AMKOR TECHNOLOGY INC. SECOND AMENDED AND
RESTATED CREDIT AGREEMENT]
SUFFIELD CLO, LIMITED
By: David L. Babson & Company Inc. as
Collateral Manager
______________________________________,
as Lender
By /s/ David P. Wells
----------------------------------
Name: David P. Wells, CFA
Title: Managing Director
[SIGNATURE PAGE TO AMENDMENT NO. 1 AMKOR TECHNOLOGY INC. SECOND AMENDED AND
RESTATED CREDIT AGREEMENT]
THE TRAVELERS INSURANCE COMPANY
___________________________________,
as Lender
By /s/ Matthew J. McInerny
----------------------------------
Name: Matthew J. McInerny
Title: Investment Officer
[SIGNATURE PAGE TO AMENDMENT NO. 1 AMKOR TECHNOLOGY INC. SECOND AMENDED AND
RESTATED CREDIT AGREEMENT]
TRS 1 LLC
--------------------------------------,
as Lender
By /s/ Alice L. Wagner
----------------------------------
Name: Alice L. Wagner
Title: Vice President
[SIGNATURE PAGE TO AMENDMENT NO. 1 AMKOR TECHNOLOGY INC. SECOND AMENDED AND
RESTATED CREDIT AGREEMENT]
TRS CALLISTO LLC, as Lender
By /s/ Alice L. Wagner
----------------------------------
Name: Alice L. Wagner
Title: Vice President
[SIGNATURE PAGE TO AMENDMENT NO. 1 AMKOR TECHNOLOGY INC. SECOND AMENDED AND
RESTATED CREDIT AGREEMENT]
TRYON CLO LTD. 2000-I
ELC (CAYMAN) LTD. 2000-I
ELC. (CAYMAN) LTD. CDO SERIES 1999-I
ELC. (CAYMAN) LTD.
APEX (IDM)CDO I, LTD.
ELC (CAYMAN) LTD. 1999-II
ELC (CAYMAN) LTD. 1999-III
______________________________________,
as Lender
By: David L. Babson & Company Inc. as,
Collateral Manager
By /s/ David P. Wells
----------------------------------
Name: David P. Wells, CFA
Title: Managing Director
[SIGNATURE PAGE TO AMENDMENT NO. 1 AMKOR TECHNOLOGY INC. SECOND AMENDED AND
RESTATED CREDIT AGREEMENT]
CONSENT OF SUBSIDIARY GUARANTOR
Dated as of [_______________________], 2003
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 April 22, 2003, the
"Subsidiary Guaranty") in favor of the Secured Parties under the Credit
Agreement referred to in the foregoing Amendment, hereby consents to such
Amendment and hereby confirms and agrees that notwithstanding the effectiveness
of such Amendment, the Subsidiary Guaranty is, and shall continue to be, in full
force and effect and is hereby ratified and confirmed in all respects, except
that, on and after the effectiveness of such Amendment, each reference in the
Subsidiary Guaranty to the "Credit Agreement", "thereunder", "thereof" or words
of like import shall mean and be a reference to the Credit Agreement, as amended
by such Amendment.
GUARDIAN ASSETS, INC.
By: __________________________________
Name:
Title: