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(1)

In September 2012, ATI issued $300.0 million of 6.375% Senior Notes due October 2022 (the “2022 Notes”). The 2022 Notes were issued at par and are senior unsecured obligations. Interest is payable semi-annually on April 1 and October 1 of each year, and commenced April 1, 2013. In May 2013, we issued an additional $225.0 million of 6.375% Senior Notes due October 2022 (the “Additional 2022 Notes”) under the same terms as the 2022 Notes. The Additional 2022 Notes were issued at a premium of 103% or $6.8 million. The net proceeds from the issuance of the Additional 2022 Notes were designated for general corporate purposes. We incurred $3.4 million of debt issuance costs associated with the Additional 2022 Notes.

(2)

In April 2009, we issued $250 million of our 6.0% Convertible Senior Subordinated Notes due April 2014 (the “2014 Notes”). The 2014 Notes are convertible at any time prior to the maturity date into our common stock at a price of approximately $3.02 per share, subject to adjustment. The 2014 Notes are subordinated to the prior payment in full of all of our senior debt. The 2014 Notes were purchased by certain qualified institutional buyers and an entity controlled by Mr. James J. Kim, our Executive Chairman of the Board of Directors. Mr. Kim's affiliate

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(3)

In June 2012, Amkor Technology Korea, Inc., a Korean subsidiary (“ATK”) entered into a $41.0 million revolving credit facility with a Korean Bank with a term of 12 months. Principal is payable upon maturity and interest is paid monthly. The loan is collateralized with substantially all the land, factories and equipment at our ATK facilities. In June 2013, the facility was amended by extending the term by three years to June 2016. The facility now bears interest at the foreign currency funding-linked base rate plus 2.00% (3.97% as of June 30, 2013). As of June 30, 2013, $41.0 million was available to be borrowed for general working capital purposes.

(4)

In April 2013, ATK entered into a loan agreement with a Korean bank pursuant to which ATK may borrow up to $150.0 million for a term of three years. The loan is collateralized by substantially all the land, factories and equipment located at our ATK facilities. Principal is payable at maturity. Interest is due quarterly beginning three months after the first draw down date. Interest is payable at a rate of LIBOR plus 3.80% (4.07% as of June 30, 2013). As of June 30, 2013, $140.0 million was available to be borrowed for general working capital purposes and the repayment of inter-company debt.

(5)

In March 2013, ATK entered into a loan agreement with a Korean bank pursuant to which ATK may borrow up to $150.0 million for a term of four and a half years. The loan is collateralized by substantially all the land, factories and equipment located at our ATK facilities. Principal is payable in quarterly installments of $5.0 million each starting in December 2014, with the remaining balance due at maturity. Interest is paid quarterly, at a foreign currency funding-linked base rate plus 1.75% (3.85% as of June 30, 2013). As of June 30, 2013, $140.0 million was available to be borrowed for capital expenditures.

(6)

In November 2012, ATK entered into a loan agreement with a Korean Bank pursuant to which ATK may borrow up to $100.0 million by November 2013 for a term of seven years. The loan is collateralized by substantially all the land, factories and equipment located at our ATK facilities. Principal is payable upon maturity. Interest is payable quarterly in arrears, at LIBOR plus 3.70% (3.98% as of June 30, 2013). As of June 30, 2013, $52.0 million was available to be borrowed for capital expenditures.

(7)

In September 2012, Amkor Technology Taiwan Ltd, a subsidiary in Taiwan, entered into a revolving credit facility. The credit facility bears interest at the Taipei Foreign Exchange ("TAIFX") six month U.S. dollar rate plus a bank-determined spread. Availability under the revolving credit facility was originally $44.0 million and subsequent availability steps down $5.0 million every six months from the original available balance. Principal is payable at maturity. As of June 30, 2013, $34.0 million was available to be drawn for general corporate purposes and capital expenditures.

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(1)	Scheduled interest payment obligations were calculated using stated coupon rates for fixed rate debt and interest rates applicable at June 30, 2013, for variable rate debt.

(2)	Represents capital-related purchase obligations outstanding at June 30, 2013.

(3)	Represents estimated benefit payments for our Korean subsidiary severance plan.

•	$22.0 million of net foreign pension plan obligations for which the timing and actual amount of funding required is uncertain. We expect to contribute approximately $2.1 million to the defined benefit pension plans during the remainder of 2013.

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•	$0.8 million net liability associated with unrecognized tax benefits. Due to the uncertainty regarding the amount and the timing of any future cash outflows associated with our unrecognized tax benefits, we are unable to reasonably estimate the amount and period of ultimate settlement, if any, with the various taxing authorities.

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•	fluctuation in demand for semiconductors and conditions in the semiconductor industry, such as inventory corrections by our customers impacting demand in key market segments;

•	changes in our capacity utilization rates;

•	changes in average selling prices;

•	changes in the mix of semiconductor packages;

•	evolving packaging and test technology;

•	absence of backlog and the short-term nature of our customers’ commitments and the impact of these factors on the timing and volume of orders relative to our production capacity;

•	changes in costs, availability and delivery times of raw materials and components;

•	changes in labor costs to perform our services;

•	wage and commodity price inflation, including precious metals;

•	the timing of expenditures in anticipation of future orders;

•	changes in effective tax rates;

•	the availability and cost of financing;

•	intellectual property transactions and disputes;

•	high leverage and restrictive covenants;

•	warranty and product liability claims and the impact of quality excursions and customer disputes and returns;

•	costs associated with litigation judgments, indemnification claims and settlements;

•	international events, political instability, civil disturbances or environmental or natural events, such as earthquakes, that impact our operations;

•	pandemic illnesses that may impact our labor force and our ability to travel;

•	difficulties integrating acquisitions and the failure of our joint ventures to operate in accordance with business plans;

•	our ability to attract and retain qualified employees to support our global operations;

•	loss of key personnel or the shortage of available skilled workers;

•	fluctuations in foreign exchange rates and the cost of materials used in our packaging services such as gold and copper;

•	delay, rescheduling and cancellation of large orders;

•	fluctuations in our manufacturing yields and

•	dependence on key customers or concentration of customers in certain market segments, such as mobile communications.

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•	their desire to realize higher utilization of their existing packaging and test capacity, especially during downturns in the semiconductor industry;

•	their unwillingness to disclose proprietary technology;

•	their possession of more advanced packaging and test technologies and

•	the guaranteed availability of their own packaging and test capacity.

•	make it more difficult for us to satisfy our obligations with respect to our indebtedness, including our obligations under our indentures to purchase notes tendered as a result of a change in control of Amkor;

•	increase our vulnerability to general adverse economic and industry conditions;

•	limit our ability to fund future working capital, capital expenditures, research and development and other business opportunities;

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•	require us to dedicate a substantial portion of our cash flow from operations to service payments on our debt;

•	increase the volatility of the price of our common stock;

•	limit our flexibility to react to changes in our business and the industry in which we operate;

•	place us at a competitive disadvantage to any of our competitors that have less debt and

•	limit, along with the financial and other restrictive covenants in our indebtedness, among other things, our ability to borrow additional funds.

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•	changes in consumer demand resulting from deteriorating conditions in local economies;

•	regulations imposed by foreign governments, including limitations or taxes imposed on the payment of dividends and other payments by non-U.S. subsidiaries;

•	fluctuations in currency exchange rates;

•	political, military, civil unrest and terrorist risks, particularly an increase in tensions between North Korea and South Korea;

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•	disruptions or delays in shipments caused by customs brokers or government agencies;

•	changes in regulatory requirements, tariffs, customs, duties and other restrictive trade barriers or policies;

•	difficulties in staffing, retention and employee turnover and managing foreign operations, including foreign labor disruptions;

•	difficulty in enforcing contractual rights and protecting our intellectual property rights and

•	potentially adverse tax consequences resulting from changes in tax laws in the foreign jurisdictions in which we operate.

•	we may face delays in the design and implementation of the system;

•	the cost of the system may exceed our plans and expectations and

•	disruptions resulting from the implementation of the system may impact our ability to process transactions and delay shipments to customers, impact our results of operations or financial condition or harm our control environment.

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•	increasing the scope, geographic diversity and complexity of our operations;

•	conforming an acquired company's standards, practices, systems and controls with our operations;

•	increasing complexity from combining recent acquisitions of an acquired business;

•	unexpected losses of key employees or customers of an acquired business; other difficulties in the assimilation of acquired operations, technologies or products and

•	diversion of management and other resources from other parts of our operations and adverse effects on existing business relationships with customers.

•	use a significant portion of our available cash;

•	issue equity securities, which may dilute the ownership of current stockholders;

•	incur substantial debt;

•	incur or assume known or unknown contingent liabilities and

•	incur large, immediate accounting write offs and face antitrust or other regulatory inquiries or actions.

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•	our future financial condition, results of operations and cash flows;

•	general market conditions for financing;

•	volatility in fixed income, credit and equity markets and

•	economic, political and other global conditions.

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•	discontinue the use of certain processes;

•	cease to provide the services at issue;

•	pay substantial damages;

•	develop non-infringing technologies or

•	acquire licenses to such technology.

•	contaminants in the manufacturing environment;

•	human error;

•	equipment malfunction;

•	changing processes to address environmental requirements;

•	defective raw materials or

•	defective plating services.

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(a)	Represents shares of common stock surrendered to us to satisfy tax withholding obligations associated with the vesting of restricted shares issued to employees.

(b)	Our Board of Directors previously authorized the repurchase of up to $300.0 million of our common stock, $150.0 million in August 2011 and $150.0 million in February 2012, exclusive of any fees, commissions or other expenses. For the three months ended June 30, 2013, no common stock purchases were made and there is approximately $91.6 million available pursuant to the stock repurchase program.

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1.

No Admission of Liability. Parties understand and acknowledge that this Agreement constitutes a compromise and settlement of disputed claims whether known or unknown. No action taken by Parties, previously or in connection with this Agreement, shall be construed to be: (a) an admission of the truth or falsity of any claims made, or (b) an admission by either party of any fault or liability whatsoever to the other party or to any third party.

2.	Consideration. In consideration for Employee’s promises made herein:

(a)

Consulting Services. Subject to the terms and conditions of this Agreement, the Company hereby engages Employee as an independent consultant to perform the services set forth in Section 14 below, and Employee hereby accepts such engagement, beginning on the day after the Effective Date (the “Consulting Commencement Date”). The Term of the Consulting Agreement (the “Term”) shall be for a period of twelve months, beginning on the Consulting Commencement Date as defined in this Section 2(a).

(b)

Benefits. Employee’s group health insurance benefits will cease on the Termination Date, subject to Employee’s right to continue his health insurance under COBRA. If Employee timely and properly elects COBRA coverage, the Company will pay the full premium cost of such COBRA coverage until the earliest of: (i) the twelve-month anniversary of the Termination Date; (ii) the date Employee is no longer eligible to receive COBRA continuation coverage; or (iii) the date on which Employee becomes eligible to receive group health plan coverage from another employer. Employee’s

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(c)

Stock. There will be no changes to terms of Employee’s outstanding equity awards: (a) the remaining 1,848 unvested shares of restricted stock granted pursuant to the Restricted Stock Award Agreement dated February 3, 2010 and the remaining 8,311 unvested shares of restricted stock granted pursuant to the Restricted Stock Award Agreement dated February 14, 2011 will vest upon your termination of employment (which shall constitute your “Retirement” as defined in the Company’s Amended and Restated 2007 Equity Incentive Plan) in accordance with the terms of the applicable award agreement; (b) the 30,000 unvested shares of restricted stock granted pursuant to the Restricted Stock Award Agreement dated November 1, 2012 will continue to vest in accordance with the terms of the award agreement during the 12 month period that you provide consulting services (e.g., subject to your continuing to provide consulting services and compliance with the terms of this Agreement and the award agreement, 7,500 shares shall vest on November 1, 2013; 1,875 shares shall vest on February 1, 2014; and 1,875 shares shall vest on May 1, 2014, with the remaining 18,750 unvested shares being forfeited upon termination of the consulting period); and (c) (i) the 20,000 vested stock options granted pursuant to the Notice of Grant of Stock Options and Option Agreement effective June 16, 2003 and the 25,000 vested stock options granted pursuant to the Stock Option Agreement dated October 27, 2004 will be exercisable pursuant to the terms of the applicable award agreement until the earlier of (1) 30 days following the date on which you cease to provide the consulting services or (2) the expiration date set forth in the applicable award agreement; and (ii) the 12,500 vested stock options granted pursuant to the Stock Option Agreement dated February 13, 2006 and the 45,000 vested stock options granted pursuant to the Stock Option Agreement dated December 14, 2007 will be exercisable pursuant to the terms of the applicable award agreement until the earlier of (i) 90 days following the date on which you cease to provide the consulting services or (ii) the expiration date set forth in the applicable award agreement. The Company acknowledges that 18,630 shares of restricted stock were withheld in the aggregate to satisfy the applicable withholding taxes due in connection with the restricted stock awards described in clause (a). Shares of restricted stock that vest pursuant to clause (b) and options that are exercised pursuant to clause (c) shall be subject to withholding as provided in the applicable award agreements. Attached as Schedule 1 is a summary of Employee’s equity awards.

(d)	Outplacement Services. Company will pay for the reasonable cost of outplacement services with a firm to be selected at the sole discretion of the Company for a period of six months following the Effective Date of the Agreement.

(e)	Acknowledgement of Sufficiency of Consideration. Employee agrees that the consideration described in this Section 2 shall constitute the entire consideration provided to him under this Agreement, and that Employee will not seek further

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(f)

Effectiveness of Agreement. To receive this consideration, Employee must (i) sign and date the Agreement and deliver it to, the General Counsel of the Company, 1900 S. Price Road, Chandler, AZ 85286, and (ii) not revoke this Agreement as provided in Section 8(f) below. If the Agreement is not signed and delivered by such date, or is revoked pursuant to Section 8(f), this Agreement shall be null and void with no obligation or liability on the part of either party.

(g)	Taxes. Employee understands and agrees that the Company is not providing any tax or legal advice and that it makes no representation regarding any tax obligations or consequences, if any, related to this Agreement. Employee agrees that he shall be exclusively responsible for the payment of federal and state taxes which may be due as the result of the consideration paid under this Agreement.

3.	Reimbursement of Expenses. Employee shall be reimbursed for any outstanding expenses according to the Company’s ordinary expense reimbursement policies.

4.	Payment of Salary and Accrued Benefits. Employee acknowledges and represents that the Company has paid all salary, wages, accrued vacation, paid time off, bonuses, commissions, and any and all other benefits and compensation due to Employee on the Termination Date.

5.

General Release of Claims. Employee acknowledges that the foregoing consideration represents full and final payment and accord and satisfaction of all claims by Employee against the Company, and is in excess of what Employee would otherwise be entitled by virtue of his employment. Employee, for himself and his heirs, representatives, attorneys, executors, administrators, successors, and assigns, does hereby release, acquit, and forever discharge the Company and its current and former: officers, directors, employees, agents, investors, attorneys, shareholders, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations and assigns (the “Releasees”). Employee, on his own behalf, and on behalf of his respective heirs, family members, executors, agents, and assigns, hereby fully and forever releases the Company and the other Releasees from, and agrees not to sue concerning, any claim, duty, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess arising from any omissions, acts or facts that have occurred up until and including the Effective Date of this Agreement, including but not limitation:

(a)	any and all claims relating to or arising from Employee’s employment with the Company or any affiliate, or the termination of that employment;

(b)	any and all claims under the law of any jurisdiction, including, but not limited to, wrongful discharge of employment; constructive discharge from employment;

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(c)

any and all claims for violation of any federal, state or municipal statute, including, but not limited to, California Fair Employment and Housing Act, the California Unruh Act, the Age Discrimination in Employment Act, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1866, the Civil Rights Act of 1871, the Americans with Disabilities Act, the Older Workers' Benefits Protection Act, the California Constitution, the California Labor Code including but not limited to Labor Code sections 201, 202, 203, 212, 226, 226.3, 226.7, 510, 512, 515, 558, 1194, 1198, 2802, claims under the Business & Professions Code section 17200, et seq., the California Government Code, the California Workers Compensation Act, and the California Civil Code;

(d)	any and all claims for violation of the federal, or any state, constitution;

(e)	any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;

(f)	any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and

(g)	any and all claims for attorneys’ fees and costs.

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6.	Civil Code Section 1542. Employee represents that he is not aware of any claims against any Releasees. Employee acknowledges that he has been advised to consult with legal counsel and is familiar with the provisions of California Civil Code Section 1542, which provide as follows:

7.	No Pending or Future Lawsuits. Employee represents that he has no lawsuits, claims, or actions pending in his name, or on behalf of any other person or entity, against the Company or any of the other Releasees. Employee also represents that he does not intend to bring any claims on his own behalf or on behalf of any other person or entity against the Company or any of the other Releasees.

8.

Acknowledgement of Waiver of Claims Under ADEA. Employee acknowledges that he is waiving and releasing any rights he may have under the Age Discrimination in Employment Act of 1967 (“ADEA”) and the Older Workers Benefit Protection Act (“OWBPA”) that this waiver and release is knowing and voluntary. Employee and the Company agree that this waiver and release does not apply to any rights or claims that may arise under the ADEA and/or OWBPA after the Effective Date of this Agreement. Employee acknowledges that the consideration given for this waiver and release Agreement is in addition to anything of value to which Employee was already entitled. Employee further acknowledges that he has been advised by this writing that:

(a)	Employee should consult with an attorney prior to executing this Agreement;

(b)	Employee has up to twenty-one (21) days within which to consider this Agreement. Employee may waive this period, and agrees to waive the 21-day period as evidenced by his execution of Exhibit A;

(c)	Employee has seven (7) days following his execution of this Agreement to revoke this Agreement;

(d)	This Agreement shall not be effective until the revocation period has expired (the “Effective Date”);

(e)	Nothing in this Agreement prevents or precludes Employee from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA,

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(f)	To revoke this Agreement pursuant to Section 8(c) within seven (7) days of signing this agreement, employee must send a written letter by certified mail to General Counsel, Amkor Technology, Inc., 1900 S. Price Road, Chandler, Arizona 85286. If Employee revokes, he will not receive any consideration described in this Agreement.

9.	Confidential Information.

(a)

Employee shall maintain the confidentiality of all of the Company’s Confidential Information and will continue to abide by the terms of the Patent and Trade Secret Memorandum of Agreement. Confidential Information includes trade secrets as well as other proprietary knowledge, information, know-how, and non-public intellectual property rights, including unpublished or pending patent applications and all related patent rights, formulae, processes, discoveries, formulas, and compositions of matter and processes relating to the Company’s business. Confidential Information also includes the manufacture of the Company products, specifications and blueprints of Company machinery and equipment, improvements, ideas, conceptions, compilations of data, and data, whether or not patentable or copyrightable and whether or not it has been conceived, originated, discovered, or developed in whole or in part by Employee. Confidential Information further includes all customer lists, prospect lists, strategic plans, or marketing plans. For example, Confidential Information includes, but is not limited to: information concerning Company’s business plans, operations, products, prices, technology roadmaps, customer requests for quotations and new product introductions, customer opportunities, capital expenditure plans, strategies, marketing, sales, inventions, designs, costs, legal strategies, finances, employees, customers, prospective customers, licensees, or licensors; information received from third parties under confidential conditions; or other valuable financial, commercial, business, technical, or marketing information concerning the Company or any of the products or services made, developed, or sold by the Company (collectively, “Confidential Information”).

(b)

Confidential Information does not include information that: (i) was generally known to the relevant public at the time of disclosure; (ii) was lawfully received by Employee from a third party; (iii) was known to Employee prior to receipt from the Company; or (iv) was independently developed by Employee or independent third parties; in each of the foregoing circumstances, this exception applies only if such public knowledge or possession by an independent third party was without breach by Employee or any third party of any obligation of confidentiality or non-use, including but not limited to the obligations and restrictions set forth in this Agreement.

(c)	Employee specifically agrees and acknowledges that the Company has invested substantial time, money, and resources in the development, protection, and retention

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(d)	Employee shall return to the Company all of the Company’s property, including all confidential and proprietary information, and all documents and information that Employee obtained in connection with his employment with the Company, on or before the Effective Date of this Agreement.

10.	Application for Employment. Employee understands and agrees that, as a condition of this Agreement, he shall not be entitled to any employment with the Company, its subsidiaries, or any successor, and he hereby waives any alleged right of employment or re-employment with the Company, its subsidiaries or related companies, or any successor.

11.	Cooperation.

(a)

Employee agrees that he will not act in any manner that might damage the business of the Company. Employee further agrees that he will not knowingly counsel or assist any attorneys or their clients in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against any Releasees, unless under a subpoena or other court order to do so. Employee agrees both to promptly notify the Company upon receipt of any such subpoena or court order, and to furnish, within three (3) business days of its receipt, a copy of such subpoena or court order to the Company. If approached by anyone for counsel or assistance in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints against any Releasees, Employee shall state no more than that he cannot provide counsel or assistance. Notwithstanding the foregoing language of this Section 11, nothing herein shall be construed so as to preclude

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(b)	Employee further agrees to cooperate with the Company as it transitions his responsibilities, including but not limited to executing a resignation letter regarding his duties as a Gerant of Amkor Technology Euroservices.

12.	Non-Disparagement. Employee agrees to refrain from any defamation, libel or slander of the Company, or tortious interference with the contracts and relationships of the Company.

13.	Breach. Employee acknowledges and agrees that any breach of any provision of this Agreement shall constitute a material breach of this Agreement and shall entitle the Company immediately to recover and cease paying the consideration provided to Employee under this Agreement.

14.

Consulting Services. Pursuant to the terms and conditions of the Consulting Agreement set forth in this Article III (the “Consulting Agreement”), Employee shall provide such services, advice and assistance to the Company and its affiliates as the President and Chief Executive Officer of the Company may reasonably request, consistent with Employee’s knowledge and prior experience as Executive Vice President, Worldwide Sales of the Company (the “Consulting Services”). Employee agrees to provide the Consulting Services as a condition to his receipt of the consideration described in Section 2 of the Agreement and shall not be entitled to any additional compensation for the Consulting Services other than what is provided in this Consulting Agreement. Employee shall perform the Consulting Services as an independent contractor, not as an employee or agent of the Company, and shall have no power or authority to contract for, or bind, the Company in any manner. Employee acknowledges and agrees that Employee shall not be entitled to participate in any benefit plans or programs of the Company subsequent to the Termination Date. During the Term of the Consulting Agreement, the Company shall reimburse Employee for all reasonable and necessary expenses incurred by Employee in connection with the performance of the Consulting Services, in accordance with the Company’s expense reimbursement policies and procedures as in effect from time to time.

15.

Taxes. Company shall not be responsible for withholding taxes with respect to Employee’s compensation for this Consulting Agreement. Employee shall have no claim against the Company under this Consulting Agreement or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or other employee benefits of any kind. Employee shall pay, when and as due, any and all taxes owed by Employee as a result of Employee’s Consulting Services, including estimated taxes, and shall provide the Company with proof of payment on demand.

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16.	Compensation for Consulting Services. As full compensation for the Consulting Services rendered pursuant to this Agreement:

(a)	Company shall pay Employee forty one thousand, six hundred and sixty-six dollars ($41,666.00) per month, payable in accordance with the Company’s normal payroll practices, and will reported to tax authorities on an IRS Form 1099 by the Company.

(b)

Lump Sum Payment. Employee will also be eligible to receive a lump sum amount equal to the pro-rata bonus Employee would have been paid for 2013, if any, under the Company’s 2013 Executive Bonus Plan (calculated pro rata for a period of six months), if Employee’s employment had not been terminated. The lump sum payment, if any, will be made when payments are made to participants generally under the 2013 Executive Bonus Plan, provided that Employee shall not be entitled to receive such payment if the Consulting Agreement has been terminated prior to the date when such payments are made, less applicable payroll taxes and will be reported by the Company as income to Employee on an IRS Form W-2.

17.	Termination of Consulting Agreement.

(a)

Voluntary Termination. Company may terminate this Consulting Agreement immediately and without prior written notice to Employee if Employee is convicted of any crime or offense, fails or refuses to comply with applicable policies and law, is guilty of serious misconduct in connection with the performance of Services enumerated hereunder, breaches any provision of this Consulting Agreement, fails or refuses to comply with Employee’s duties as set forth in of this Consulting Agreement. Employee may terminate this Consulting Agreement at any time upon written notice to Company.

(b)

Automatic Termination. This Consulting Agreement terminates automatically on the occurrence of any of the following events: (a) bankruptcy or insolvency of either Party; or (b) Employee’s death or Permanent Disability. In the event of Employee’s death or Permanent Disability, the Company shall pay the remainder of the compensation for Consulting Services due to Employee pursuant to Section 16 of the Consulting Agreement as a lump sum, within 30 days of such death or Permanent Disability. In the event of such Death or Permanent Disability, the Company will also continue to pay the full premium cost of COBRA coverage until the twelve-month anniversary of the Termination Date as provided in Section 2(b) of the Agreement.

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(c)	Termination for Cause. This Consulting Agreement will be terminated for cause if Employee breaches the Covenants contained in Article II of the Agreement or breaches Section 17(d) of the Agreement.

(d)	Employee specifically agrees that during the Term of the Consulting Agreement:

i.

Employee shall not, without the prior written consent of the Company, engage in or carry on, directly or indirectly, whether as an advisor, principal, agent, partner, officer, director, employee, stockholder, associate or consultant to any person, partnership, corporation or any other business entity, the business of outsourced semiconductor packaging and test services, including, without limitation, acting in such capacity for any “Restricted Companies” (defined below); provided that ownership by Employee of securities of the Company or of less than a five percent equity interest in a publicly held company shall not be a breach of this Section 17(d)(i). For the avoidance of doubt, nothing contained in this Section 17(d)(i) shall restrict Employee from acting as an advisor, principal, agent, partner, officer, director, employee, associate or consultant to any semiconductor wafer foundry company in connection with its business of providing semiconductor manufacturing, probe and wafer bumping services.

ii.

Except to the extent such restriction is prohibited by law, while Employee is providing Consulting Services Employee agrees that he will not, directly or indirectly: solicit or induce any employee or consultant to leave the Company for any reason whatsoever; hire or attempt to hire any employee or consultant of the Company; advise or recommend to any other person or entity that they hire or solicit any employee or consultant of the Company; or raid the employees or consultants of the Company.

iii.	Employee acknowledges that the provisions of Section 17(d) are reasonable and necessary to protect the interests of the Company and said restrictions will not prevent Employee from earning a living.

iv.	The term “Restricted Companies” refers to the companies listed in Exhibit B to this Agreement and any of their parents, subsidiaries, affiliated companies, or divisions.

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v.

Parties recognize that Employee’s breach of Section 17(d) of the Agreement will cause irreparable injury to the Company, such that monetary damages would not provide an adequate or complete remedy. Accordingly, in the event of Employee’s actual or threatened breach of the provisions of this Covenant, the Company, in addition to all other rights, shall be entitled to an injunction restraining Employee from breaching this Covenant, and to recover from Employee its reasonable attorneys’ fees and costs incurred in obtaining such remedies, including temporary or permanent injunctive relief, without the necessity of proving actual damages or posting a bond or other security to an equitable accounting of all earnings, profits and other benefits arising out of any violation of Section 17(d). In the event that the provision of Section 17(d) shall ever be deemed to exceed the time, geographic scope or other limitations permitted by applicable law, then the provisions shall be deemed reformed to the maximum extent permitted by applicable law.

(e)	In the event that the Consulting Agreement is terminated by either Party, Employee will still be bound the remaining terms of the Agreement, including without limitation to the Release contained in Section 5 of the Agreement, and the Covenants contained in Article II of the Agreement.

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18	Representations and Indemnities/Conflicts of Interest.

(a)	Employee hereby, represents, warrants and covenants that he shall obey and comply with all applicable laws, actions and policies of federal, state and local authorities, and shall further comply with all applicable general policies, rules and regulations of the Company.

(b)	Employee represents that Employee is free to enter into this Agreement, and that this engagement does not violate the terms of any agreement between Employee and any third party

(c)

During the Term, Employee shall perform the required Consulting Services in a timely and productive manner. Consistent with these requirements, Employee is expressly free to perform services for, or be employed by, other parties while performing Services for the Company, as long as any such parties are not in competition with the Company as described in Section 17(d). Company is free to assign or not to assign work to Employee at its sole discretion, and nothing herein shall be deemed to require the Company to utilize Employee on any specific project or assignment.

19.	Costs. Parties shall each bear their own costs, expert fees, attorneys’ fees and other fees incurred in connection with the preparation of this Agreement.

20.

Arbitration. Parties agree that any and all disputes arising out of, or relating to, the terms of this Agreement, their interpretation, and any of the matters herein released, shall be subject to binding arbitration in Santa Clara County before the American Arbitration Association under its National Rules for the Resolution of Employment Disputes. A copy of those rules is attached hereto. Parties agree that the prevailing party in any arbitration shall be entitled to injunctive relief in any court of competent jurisdiction to enforce the arbitration award. Parties agree that the prevailing party in any arbitration shall be awarded its reasonable attorneys’ fees and costs only to the extent permissible under the Employment Arbitration Rules. Parties hereby agree to waive their right to have any dispute between them resolved in a court of law by a judge or jury. This Section 20 will not prevent either party from seeking injunctive relief (or any other provisional remedy) as permitted under California law from any court having jurisdiction over Parties and the subject matter of their dispute relating to Employee’s obligations under this Agreement and the agreements incorporated herein by reference.

21.	Representations. Each party represents that it has had the opportunity to consult with an attorney, and has carefully read and understands the scope and effect of the provisions of this Agreement. Neither party has relied upon any representations or statements made by the other party hereto which are not specifically set forth in this Agreement.

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22.	Severability. In the event that any provision in this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, this Agreement shall continue in full force and effect without said provision so long as the remaining provisions remain intelligible and continue to reflect the original intent of Parties.

23.

Entire Agreement. This Agreement, the Patent and Trade Secret Memorandum of Agreement, the Restricted Stock Award Agreement, and any and all Stock Option Agreements represent the entire agreement and understanding between the Company and Employee concerning the subject matter of this Agreement and Employee’s relationship with the Company, and supersede and replace any and all prior agreements and understandings between Parties concerning the subject matter of this Agreement and Employee’s relationship with the Company.

24.	No Oral Modification. Any modification or amendment of this Agreement, or additional obligation assumed by either party in connection with this Agreement, shall be effective only if placed in writing and signed by both Parties or their authorized representatives.

25.	Governing Law. This Agreement shall be governed by the laws of the State of California, without regard for choice of law provisions.

26.	Counterparts. This Agreement may be executed in counterparts, and each counterpart shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned.

27.	Voluntary Execution of Agreement. This Agreement is executed voluntarily and with the full intent of releasing all claims, and without any duress or undue influence by any of Parties. Parties acknowledge that:

(a)	They have read this Agreement;

(b)	They have been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of their own choice or that they have voluntarily declined to seek such counsel;

(c)	They understand the terms and consequences of this Agreement and of the releases it contains; and

(d)	They are fully aware of the legal and binding effect of this Agreement.

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(a)	moneys borrowed;

(b)	any amount raised by acceptance under any acceptance credit facility;

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(c)	any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d)	the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with Korean GAAP or US GAAP, be treated as a finance or capital lease;

(e)	receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f)	any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;

(g)	any futures contract, forward exchange or forward purchase contract, any swap, hedge, cap, collar, ceiling or floor or option contract in respect of any currency, interest rates or any commodity or any similar transaction;

(h)	any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution;

(i)	any amount raised by the issue of redeemable shares;

(j)	any amount of any liability under an advance or deferred purchase agreement if one of the primary reasons behind the entry into such agreement is to raise finance; and/or

(k)	(without double counting) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in (a) to (j) above.

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(a)	Subject to the terms and conditions of this Agreement, the Borrower may borrow the Commitment on any Banking Day during the Availability Period in one or more Drawdowns by instructing the Lender to make Advance in accordance with Section 2.03(b). The Lender shall not have any obligation to make the Advance hereunder after the last day of the Availability Period.

(b)

The Borrower shall give the Lender a notice of the Drawdown, substantially in the form of Exhibit A hereto, at least five (5) Banking Days (or such shorter period as the Lender may otherwise agree) prior to the proposed date of each Drawdown. Such notice to the Lender shall be irrevocable and binding on the Borrower and the Borrower shall reimburse the Lender, on demand, for any costs or losses incurred by the Lender in the event that the Borrower fails to make such Drawdown or does not continue to satisfy all of the conditions precedent referred to in Article 9 applicable to the relevant Drawdown on the date of such Drawdown. Any balance of the Commitments that remains undrawn shall be automatically cancelled on the last day of the Availability Period.

3.01	Interest Rate.

3.02	Interest Periods.

(a)	the Interest Period in respect of the first Drawdown shall (A) initially commence on the date of the first Drawdown and end on the date falling three (3) months after the date of the first Drawdown, and (B) thereafter each

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(b)	the Interest Period in respect of each Drawdown after the first Drawdown shall (A) initially commence on the date of such Drawdown and end on the last day of the then current Interest Period in effect for the first Drawdown, and (B) thereafter each subsequent Interest Period shall commence on the last day of the preceding Interest Period and end on the date falling three (3) months thereafter;

(c)	any Interest Period which would otherwise end on a non-Banking Day shall instead end on the next Banking Day in that calendar month (if there is one) or the preceding Banking Day (if there is not), provided however, the immediately following Interest Period shall end on the date falling three (3) months after such non-Banking Day;

(d)	if any Interest Period commences on the last Banking Day of a calendar month or on a day for which there is no numerically corresponding day in the calendar month three (3) months thereafter, that Interest Period shall, subject to paragraph (e), end on the last Banking Day of such third (3rd) calendar month; and

(e)	any Interest Period which would otherwise extend beyond the Repayment Date shall instead end on the Repayment Date.

3.03	Interest Determination.

3.04	Default Interest.

(a)

In the event the Borrower fails to make payment of all or any portion of the Loans when due or any other payment due hereunder (whether at its stated maturity, by acceleration or otherwise), the Borrower shall pay interest on the unpaid amount, to the extent permitted by law, from (and excluding) such due date until the payment (including the day on which payment is actually made) of said sum in full (after as well as before judgment) (the “Default Period”) in Dollars at a rate equal to (i) three percent (3.0%) per annum above the then applicable Interest Rate if the Default Period is less than one (1) month, (ii) six percent (6.0%) per annum above the then applicable Interest Rate if the Default Period is equal to or more than one (1) month, but less than three (3) months, and (iii) nine percent (9.0%) per annum above the then applicable Interest Rate if the Default Period is equal to or more than three (3) months. Notwithstanding the foregoing, the interest rate then applicable to the Loan plus the applicable additional rate shall not exceed in the aggregate, seventeen percent (17%).

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(b)	In addition to payment of such default interest, the Borrower shall indemnify the Lender, on demand, against any costs, expenses, liabilities or losses resulting from the Borrower's failing to pay when due any amounts of principal, interest, fees or other sums hereunder.

3.05	Costs and Expenses.

(a)

The Borrower shall, whether or not any Advance is made, pay to the Lender in the manner specified by the Lender on demand, to the extent reasonable, the costs, out-of pocket expenses and other charges (including any taxes thereon) including but not limited to legal fees (including any value added tax thereon), printing costs, travel and accommodation expenses, communication charges, signing and publicity costs incurred by or on behalf of the Lender in connection with the preparation, due execution, implementation, any modification or waiver of the terms of this Agreement and all documents executed pursuant hereto (and actual or proposed amendment or modification hereto or thereto, or request therefor and any waiver hereunder or thereunder), and any and all reasonable amounts whatsoever, including but not limited to the fees and expenses of counsel, which the Lender may expend or become liable for in demanding, suing for, recovering and receiving payment of any sum due hereunder and under any documents executed pursuant hereto or for preserving or enforcing any of its rights hereunder or under any documents executed pursuant hereto. These expenses shall be payable whether or not the Loan Agreement contemplated by this offer is completed or actually signed.

(b)	Notwithstanding the foregoing, parties agree to evenly bear the cost of stamp duty which is Three Hundred Fifty Thousand Won (350,000) on each original of this Agreement if executed in Korea.

3.06	Commitment Fee.

(a)	The Borrower shall pay to the Lender the commitment fee (the “Commitment Fee”) at the Commitment Fee Rate in arrears on the last day of each Commitment Fee Period in accordance with the provisions of this Section.

(b)	The commitment fee periods applicable to the Commitment Fee (each a “Commitment Fee Period”) shall be as follows:

(i)	the first Commitment Fee Period shall commence on the date falling three (3) months after the date of this Agreement and end on the earlier of (x) the date falling three (3) months thereafter and (y) the date of the first Drawdown; and

(ii)	each Commitment Fee Period other than the first Commitment Fee Period shall commence on the last day of the preceding Commitment Fee Period and end on the earlier of (x) the date falling three (3) months thereafter and (y) the date of the first Drawdown to occur after the date on which such Commitment Fee Period commences.

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(c)	During each Commitment Fee Period, the Commitment Fee shall accrue on the Undrawn Amount from and including the first day of such Commitment Fee Period to but excluding the last day of the Commitment Fee Period, calculated on the basis of the actual number of days elapsed and a year of 360 days at the Commitment Fee Rate.

(d)	The following definitions shall apply for the purposes of this Section 3.06:

(i)	“Commitment Fee Rate” means, for each of the following periods, the rate set opposite such period:

(ii)	“Undrawn Amount” means any undrawn amount for the Commitment as at the day before the last day of the Commitment Fee Period.

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4.01	Interest.

4.02	Repayment.

4.03	Prepayment.

(a)	The Borrower shall be entitled to prepay the Loans in whole or part otherwise than as specifically provided in this Agreement, and no amount prepaid may be reborrowed.

(b)

The Borrower may prepay the Loans in whole or in part in minimum amounts of Ten Million Dollars (US$10,000,000) and in integral multiples of One Million Dollars (US$1,000,000) on any Interest Payment Date upon the giving of thirty (30) days' prior written notice to the Lender. The notice of prepayment shall specify the amount to be prepaid and the date of prepayment (which shall be an Interest Payment Date). Such notice shall be effective only if received by the Lender and once it is received by the Lender it shall be irrevocable. In addition, once the date for any prepayment has been notified such date shall be deemed as the due date for the principal and the interest thereon to be paid.

(c)

If any part of the Loans is prepaid under any provision of this Agreement (including this Section 4.03) for any reason, the Borrower shall pay such amounts prepaid, together with interest accrued thereon to the date of prepayment and all other fees or other amounts payable hereunder, together with such additional amounts as may be necessary to compensate the Lender for any costs or losses resulting from such prepayment.

(d)	The Borrower shall pay to the Lender a prepayment fee calculated by the following formula: prepayment fee = Prepaid Principal Amount x prepayment fee rate (1.5%) x (Remaining Number of Days of the Loan Period/Loan Period).

(e)	The following definitions shall apply to paragraph (d) above for the purpose of calculating prepayment fees:

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(i)	“Prepaid Principal Amount” means the principal amount which is repaid prior to the due date;

(ii)	“Remaining Number of Days of Loan Period” means the number of days from the day immediately following the prepayment date to the Repayment Date; and

(iii)	“Loan Period” means the number of days from the date of the first Drawdown to the Repayment Date.

4.04	Application of Payments.

4.05	Banking Day.

4.06	Place of Payment.

4.07	Loan Account.

4.08	No Re-Borrowing.

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5.01	Amendment to Factory Mortgage Agreement.

5.02	Amendment to First Priority Factory Mortgage Agreement.

6.01	Substitute Basis of Borrowing.

(a)	If the Lender on any Interest Determination Date determines that (i) LIBOR cannot be determined as contemplated by the definition thereof in Article 1 or (ii) if the applicable LIBOR does not accurately reflect the cost to the Lender of making or maintaining the Loan during such Interest Period, the Lender shall so notify the Borrower.

(b)	The Lender and the Borrower shall then enter into negotiations in good faith with a view to agreeing on an alternative mutually acceptable basis for funding the

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(c)

If at the expiry of thirty (30) days from the date of any such notice, no Substitute Basis of Borrowing has been agreed upon, then the rate of interest applicable to the Loan from the beginning of the then current Interest Period and thereafter shall be the rate equal to the aggregate of the Margin plus the per annum interest rate which shall be notified by the Lender to the Borrower as determined by the Lender; provided, that the Borrower may prepay the Loan after thirty (30) days following the date of such notice together with interest accrued thereon at the rate which is the Margin plus the per annum interest rate which shall be notified by the Lender to the Borrower as representing the cost to the Lender of funding (whether in Dollars or any other currency) the Loan during such period.

6.02	Taxes.

(a)

Any and all payments made by the Borrower hereunder or under any instrument delivered hereunder shall be made free and clear of and without deduction for any present or future taxes, duties, levies, imposts, deductions, charges, or withholdings, and all liabilities with respect thereto, excluding taxes imposed on the net income of the Lender imposed by the jurisdiction of its incorporation or the location of the Lender and any political subdivisions thereof (all such non‑excluded taxes hereinafter referred to as “Taxes”). If the Borrower shall be required by law to make any such deduction from any payment hereunder, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

(b)	In addition, the Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, any instrument delivered hereunder (hereinafter referred to as “Other Taxes”) except as specified in Section 3.05(b).

(c)	The Borrower will indemnify the Lender for the full amount of Taxes or Other Taxes (including without limitation any Taxes or Other Taxes imposed by any

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(d)	Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in Sections 6.02(a) through (c) shall survive the payment in full of principal and interest hereunder and under any instrument delivered hereunder.

(e)

If the Borrower shall be required to reimburse the Lender or make any payment under Sections 6.02(a) through (d) in respect of any Taxes or Other Taxes imposed by a law or regulation which comes into effect after the date of this Agreement, the Borrower shall be free at any time within thirty (30) days of the effectiveness of the requirement of such reimbursement or payment to prepay the Loan as provided in Section 6.05, subject to giving the Lender not less than five (5) Banking Days' notice thereof.

6.03	Change of Law.

6.04	Adversity Prepayment.

6.05	Break Funding Compensation.

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6.06	Currency Indemnity.

7.01	Status.

(a)	The Borrower is a corporation, duly incorporated and validly existing under the laws of Korea.

(b)	The Borrower has the power to own its assets and carry on its business as it is being conducted.

7.02	Powers and Authority.

7.03	Legal Validity.

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7.04	Non-conflict.

(a)	conflict with any law or regulation or judicial or official order which is normally applicable to the Borrower in transaction of the type contemplated in this Agreement;

(b)	conflict with its Articles of Incorporation and any other constitutional documents, if any; or

(c)	conflict with any material document which is binding upon it or any of its material assets.

7.05	No Default.

(a)	No Default is outstanding or might result from the making of any Loan.

(b)

No other event is outstanding (and none would be outstanding as a result of the Borrower's execution of this Agreement or the exercise of its rights or performance of its obligations thereunder) which constitutes (or with the giving of notice, lapse of time, determination of materiality or the fulfillment of any other applicable condition or any combination of the foregoing, might constitute) a default under any material document which is binding on it or any of its material assets.

7.06	Authorisations.

7.07	Accounts.

(a)	have been prepared in accordance with Korean GAAP consistently applied; and

(b)	fairly represent the financial condition of the Borrower as at the date to which they were drawn up,

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7.08	Litigation.

7.09	No Immunity.

(a)	The Borrower is subject to civil and commercial law with respect to its obligations under this Agreement.

(b)	The entry into and performance of this Agreement by it constitute private and commercial acts.

(c)	Neither it nor any of its assets enjoys any right of immunity from set-off, suit or execution in respect of its obligations under this Agreement (other than assets which cannot be the subject of an order for execution under Korean laws of general application).

7.10	Taxes.

(a)

Under existing laws and regulations, no Tax is or will be imposed on or by virtue of the execution or delivery of this Agreement or any other document or instrument to be executed or delivered under this Agreement or in connection with this Agreement or on any payment of principal or reimbursement of expenses under this Agreement, except that stamp duty of Three Hundred Fifty Thousand Won (350,000) will be payable on each original of this Agreement if executed in Korea.

(b)	It has complied with all taxation laws in all jurisdictions in which it is subject to taxation and has paid all taxes due and payable by it, except that such non-compliance will not have a Material Adverse Effect; to the best of its knowledge no material claims are being asserted against it with respect to taxes.

(c)	All amounts payable by the Borrower to the Lender under this Agreement may be made free and clear of, and without deduction for or on account of any taxes to the extent that the Lender is a bank or financial institution located in Korea.

7.11	Enforceability.

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7.12	Pari Passu Ranking.

7.13	Insolvency.

7.14	Business of Borrower.

7.15	Information.

(a)	All information (the “Information”) supplied by the Borrower or distributed on its behalf to the Lender from time to time are true and accurate in all material respects as at the date of supply.

(b)	The Borrower did not omit to supply to the Lender prior to the execution of this Agreement any material information which, if disclosed, might adversely affect the decision of a person considering whether to enter into this Agreement.

(c)	Nothing has occurred since the date of the supply of the Information which renders the Information untrue or misleading in any material respect and which, if disclosed, might adversely affect the decision of a person considering whether to enter into this Agreement.

7.16	Security.

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7.17	Shareholding of Borrower.

7.18	Times for Making Representations and Warranties.

(a)	The representations and warranties set out in this Article 7 are made on the date of this Agreement.

(b)	The Repeating Representations are deemed to be repeated by the Borrower on the date of each Drawdown and the first day of each Interest Period with reference to the facts and circumstances then existing.

8.01	Duration.

8.02	Financial Information.

(a)	as soon as the same are available (and in any event within 120 days of the end of each of its financial years), the audited unconsolidated financial statements of the Borrower for that financial year; and

(b)	as soon as the same are available (and in any event within 90 days of the end of first half of each of its financial years), the unaudited unconsolidated financial statements of the Borrower for that first-half.

(i)	prepared on the same basis as was used in the preparation of the relevant Original Financial Statements and in accordance with Korean GAAP or K-IFRS and consistently applied; and

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(ii)	certified by the Representative Director of the Borrower or a person authorized by the Representative Director of the Borrower as giving a true and fair view of the financial condition of the Borrower as at the end of the period to which those financial statements relate and of the results of the Borrower’s operations during such period.

8.03	Information – Miscellaneous.

(a)	promptly upon becoming aware of them, details of any litigation, arbitration or administrative proceedings which are current, threatened and/or pending against the Borrower, and which would reasonably be expected to have a Material Adverse Effect; and

(b)	promptly, such further information in the possession or control of the Borrower regarding the Borrower’s financial condition and operations as the Lender may reasonably request.

8.04	Notification of Default.

8.05	Certificates on No Default.

(a)	together with the financial statements specified in Section 8.02(a); and

(b)	promptly at any other time, if the Lender so requests,

8.06	Inspection.

(a)	at any time if the Lender believes that a Default might have occurred; or

(b)	at any other time as the Lender may reasonably require upon giving a fourteen (14) days prior written notice to the Borrower,

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8.07	Authorisations.

(a)	obtain, maintain and comply with the terms of; and

(b)	supply certified copies to the Lender of,

8.08	Pari Passu Ranking.

8.09	Negative Pledge.

8.10	Disposals.

(a)	The Borrower shall give a prior written notice to the Lender for selling, transferring, granting, or leasing or otherwise disposing of all or any substantial part of its assets, regardless of whether such disposal occurs in a

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(b)	Paragraph (a) does not apply to:

(i)	disposals made in the ordinary course of business of the Borrower on an arm's length basis and at fair market value; or

(ii)	disposals of assets in exchange for other assets comparable or superior as to type, value and quality.

8.11	Change of Business.

8.12	Mergers and Acquisitions.

(a)	The Borrower shall not enter into any amalgamation, merger, demerger, consolidation or reconstruction without prior written notice to the Lender. For the avoidance of doubt, the acquisition by the Borrower of shares in any person (other than itself) shall not in itself be considered to be an amalgamation, merger, demerger, consolidation or reconstruction under this paragraph (a).

(b)	The Borrower shall not acquire any assets or business or make any investment, except in the ordinary course of its business and securitization of its assets; provided, however, that in any event the acquisition of such assets, business or investment or securitization, which may have a Material Adverse Effect, shall not be allowed.

8.13	Insurance.

8.14	Further Documents.

(a)	execute all such other documents and instruments and provide the Lender with such evidence, certificates or other documents evidencing the use of the proceeds of the Drawdowns and do all such other acts and things as the Lender

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(b)	update on an annual basis the list of machineries which shall be included in the Factory Mortgage under the Factory Mortgage Agreement, and supply the list to the Lender within fifteen (15) Banking Days since the update has been made.

(c)	Immediately after the date of the first Drawdown, the Borrower must submit to the Lender real estate registry showing due amendment registration of the Factory Mortgage and the First Priority Factory Mortgage.

8.15	Shareholding by Guarantor.

9.01	First Drawdown.

(a)	The obligation of the Lender to permit the first Drawdown is subject to fulfillment, as determined solely by the Lender, of the conditions precedent that on or before five (5) Banking Days (or such shorter time period as the Lender may otherwise agree) prior to the date of such Drawdown the Lender shall have received in form and substance satisfactory to it the following documents:

(i)	this Agreement, duly executed and delivered by the Borrower and the Lender;

(ii)	a Notice of Drawdown as specified in Section 2.03;

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(iii)	a duly executed certificate in the form of Exhibit B hereto and dated as of the date of the making of the Drawdown;

(iv)	the Guarantee, duly executed and delivered by the Guarantor;

(v)	the amended Factory Mortgage Agreement duly executed and delivered by the Borrower (as mortgagor) and the Lender (as mortgagee) which has the effect of increasing the maximum secured amount to be secured by the Factory Mortgage thereunder to Four Hundred Eighty Million Dollars (US$480,000,000);

(vi)	a copy of the real estate registry showing that the amendment registration of the mortgage under the First Priority Factory Mortgage Agreement pursuant to the amended First Priority Factory Mortgage Agreement has been completed;

(vii)	in relation to the Borrower:

i.	a copy of each of the Articles of Incorporation and Korean commercial registry extracts of the Borrower;

ii.	a copy of a resolution of the Board of Directors of the Borrower approving the terms of, and the transactions contemplated by, this Agreement and resolving that it execute this Agreement;

iii.	a copy of a seal certificate of the representative director of the Borrower;

iv.	a copy of power of attorney issued by the representative director of the Borrower, if applicable; and

v.	the Original Financial Statements of the Borrower, if applicable;

(viii)	in relation to the Guarantor:

i.	a copy of the articles of incorporation of the Guarantor (or equivalent constituent document);

ii.	a copy of the by-laws of the Guarantor;

iii.	a copy of a good standing certificate of the Guarantor issued by the Secretary of the State of Delaware issued as of a recent date;

iv.	a copy of a resolution of the Board of Directors of the Guarantor approving the terms of, and the transactions contemplated by, the

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v.	a copy of power of attorney issued by the president of the Guarantor, if applicable; and

vi.	latest audited financial statements of the Guarantor, and if available, semi-annual unaudited financial statements;

(ix)	the legal opinions of Shin & Kim, the Korean counsel to the Lender as to matters of Korean law in form and substance satisfactory to the Lender;

(x)	the legal opinions of Greenberg Traurig, LLP, the US counsel to the Lender as to matters of US law in form and substance satisfactory to the Lender;

(xi)	a copy of any other Authorisation or other document, opinion or assurance, if applicable, which the Lender reasonably considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by this Agreement or for the validity and enforceability of this Agreement;

(xii)	evidence that the costs and expenses then due from the Borrower pursuant to Section 3.05 have been paid or will be paid by the due date for payment thereof, if applicable;

(xiii)	the original of the notice and acknowledgement from the insurer in respect of the pledge of insurance pursuant to Section 8.13; and

(xiv)	such other documents as the Lender may reasonably request.

9.02	Subsequent Drawdowns.

(a)	The conditions precedent set forth in Section 9.01 shall have been fulfilled and all documents and instruments delivered to the Lender pursuant thereto shall continue to be in full force and effect; and

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(b)	The Lender shall have received (i) the notice of Drawdown as specified in Section 2.03 and (ii) such other documents as the Lender may reasonably request.

9.03	Other Conditions Precedent.

10.01	Events of Default.

10.02	Non-payment.

10.03	Breach of Other Obligations.

10.04	Misrepresentation.

10.05	Cross-default.

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(a)	Any Financial Indebtedness of the Obligor is not paid when due;

(b)	an event of default howsoever described (or any event which with the giving of notice, lapse of time, determination of materiality or fulfillment of any other applicable condition or any combination of the foregoing would constitute such an event of default) occurs under any document relating to Financial Indebtedness of the Obligor;

(c)	any Financial Indebtedness of the Obligor is capable of becoming prematurely due and payable or is placed on demand as a result of an event of default (howsoever described) under any document relating to that Financial Indebtedness;

(d)	any commitment for, or underwriting of, any Financial Indebtedness of the Obligor is cancelled or suspended as a result of an event of default (howsoever described) under any document relating to that Financial Indebtedness; or

(e)	any Security securing Financial Indebtedness over any asset or assets of the Obligor becomes enforceable in respect of Financial Indebtedness,

10.06	Insolvency.

(a)	The Obligor is, or is deemed for the purposes of any law to be, unable to pay its debts as they fall due or insolvent, or admits inability to pay its debts as they fall due;

(b)	The Obligor suspends making payments on all or any class of its debts or announces an intention to do so, or a moratorium is declared in respect of any of its indebtedness;

(c)	by reason of financial difficulties, the Obligor begins negotiations with one or more of its creditors with a view to the readjustment or rescheduling of any of its indebtedness;

(d)	a moratorium is declared in respect of any of the Obligor’s indebtedness; or

(e)	any event which appears to correspond with or have an effect equivalent or similar to any of those mentioned in the above items

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10.07	Insolvency Proceedings.

(a)	Any step (including petition, proposal or convening a meeting) is taken with a view to a composition, assignment, arrangement with any creditors of the Obligor;

(b)	a meeting of the creditors of the Obligor is convened for the purpose of considering any resolution for (or to petition for) its winding-up or for its administration or any such resolution is passed;

(c)	any person presents a petition for the winding-up or for the administration of the Obligor;

(d)	an order for the winding-up or administration of the Obligor is made;

(e)	the Borrower is designated as a failing company(“Bushiljinghoogieop”) under the Corporate Restructuring Promotion Act of Korea; or

(f)	any other step (including petition, proposal or convening a meeting) is taken with a view to the rehabilitation, administration, custodianship, liquidation, winding-up or dissolution of the Obligor, any other insolvency proceedings or analogous proceedings involving the Obligor.

10.08	Appointment of Receivers and Managers.

(a)	Any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or the like is appointed in respect of the Borrower or any part of the assets of the Obligor; or

(b)	the directors of the Obligor request the appointment of a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or the like;

(c)	any other steps are taken to enforce any Security over any part of the assets of the Obligor; or

(d)	any event which appears to correspond with or have an effect equivalent or similar to any of those mentioned in the above items

10.09	Failure to Comply with Final Judgment.

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10.10	Creditors’ Process.

10.11	Cessation of Business.

10.12	Governmental Intervention.

(a)	the management of the Obligor is wholly or substantially displaced or the authority of the Obligor in the conduct of its business is wholly or partially curtailed; or

(b)	all or a majority of the shares of, common or participating preferred stock of or equity interest in the Obligor or the whole or any substantial part of its revenues or assets is seized, nationalized, expropriated or compulsorily acquired.

10.13	Unlawfulness and Authorisations.

(a)	It is or becomes unlawful for the Obligor to perform its obligations (or any of them) under the Loan Documents.

(b)	Any Authorisation required by the Obligor (i) to execute and perform its obligations under the Loan Documents and/or (ii) to carry out its business, is not obtained or if previously obtained, ceases to be in full force and effect but only when it would result in a Material Adverse Effect.

10.14	Material Adverse Change.

10.15	Shareholding by Guarantor.

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10.16	Acceleration.

(a)	cancel the Lender’s Commitment whereupon the obligation of the Lender to permit the Drawdown shall immediately cease;

(b)	declare that all or part of the Loans, together with accrued interest, and all other amounts accrued under this Agreement be immediately due and payable, whereupon they shall become immediately due and payable; and/or

(c)	declare that all or part of the Loans be payable on demand, whereupon they shall immediately become payable on demand by the Lender,

11.01	Term.

11.02	Entire Agreement.

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11.03	Waiver; Cumulative Rights.

11.04	Assignment; Transfer and Participation.

11.05	Indemnification.

11.06	Governing Law and Jurisdiction.

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11.07	Set‑Offs.

11.08	Notices.

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11.09	Disclosure of Information.

(a)	to (or through) whom the Lender assigns or transfers (or may potentially assign or transfer) all or any of its rights and obligations under this Agreement;

(b)	with (or through) whom the Lender enters into (or may potentially enter into) any participation or sub-participation in relation to, or any other transaction under which payments are to be made by reference to, this Agreement or the Borrower;

(c)	who acquires or is proposing to acquire any interest in, or enters into or is proposing to enter into any merger, amalgamation or other similar arrangement with the Lender;

(d)	who is any of the professional advisers or affiliates of the Lender;

(e)	to whom, and to the extent that, information is required to be disclosed by any applicable law or regulation,

11.10	Severability.

11.11	Counterparts.

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To:	The Korea Development Bank

(1)	no Event of Default, and no event which with the giving of notice or the passing of time, or both, would constitute an Event of Default, has occurred;

(2)	the representations and warranties contained in the Loan Agreement remain true and correct as of the date of this notice; and

(3)	all applicable conditions precedent specified in Sections 9.01, 9.02 and 9.03 of the Loan Agreement have been satisfied.

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1.	as of the date hereof no event has occurred which constitutes or which with the giving of notice or the passing of time, or both, would constitute, an Event of Default under the loan agreement (the “Loan Agreement”) dated as of April 29, 2013, between the Borrower and The Korea Development Bank as the Lender;

2.	all the representations and warranties of the Borrower contained in the Loan Agreement remain true and correct as of the date hereof;

3.	all of the covenants of the Borrower set forth in the Loan Agreement have been fully met and performed as of the date hereof; and

4.	all of the conditions precedent for this Drawdown required under the Loan Agreement have been met as of the date hereof and all documents heretofore delivered as conditions precedent continue in full force and effect.

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1.	I have reviewed this Quarterly Report on Form 10-Q of Amkor Technology, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

1.	I have reviewed this Quarterly Report on Form 10-Q of Amkor Technology, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.