Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
November 28, 2005
 
AMKOR TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
 	 	 	 	 	
DELAWARE	 	000-29472	 	23-1722724	
 	 	 	 	 	
(State or Other Jurisdiction of
Incorporation)	 	(Commission File Number)	 	(IRS Employer
Identification No.)	
1900 SOUTH PRICE ROAD
CHANDLER, AZ 85248
(Address of Principal Executive Offices, including Zip Code)
(480) 821-5000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below).
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

TABLE OF CONTENTS
 	 	 	 	 	 	 	 	 	
 	Item 1.01. Entry into a Material Definitive Agreement	
 	Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant	
 	Item 1.02. Termination of Material Agreement	
 	Item 9.01. Financial Statements and Exhibits	
SIGNATURES	
INDEX TO EXHIBITS	
Exhibit 99.1	
Exhibit 99.2	
Exhibit 99.3	
Exhibit 99.4	
Exhibit 99.5	

Table of Contents
Item 1.01. Entry into a Material Definitive Agreement
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Revolving Credit Facility
     On November 28, 2005, Amkor Technology, Inc., Unitive, Inc. and Unitive Electronics, Inc. (collectively, the “Borrowers”) entered into a Loan and Security Agreement (the “Loan and Security Agreement”) with Wachovia Capital Finance Corporation (Western), as Documentation Agent and Bank of America, N.A., as Administrative Agent. The Loan and Security Agreement provides for a revolving credit facility of up to $100 million with a letter of credit sub-limit of up to $25 million, based on the applicable borrowing base, as determined by Borrower’s eligible accounts receivables. All outstanding loans under the Loan and Security Agreement are due and payable on November 28, 2009, the termination date, unless earlier terminated by the Borrowers, subject to the then applicable termination fee. Interest shall accrue under the Loan and Security Agreement at a floating rate based on the base rate in effect from time to time plus the applicable margin which shall range from 0.0% to 0.50% for base rate revolving loans, or LIBOR plus the applicable margin which shall range from 1.50% to 2.25% for LIBOR revolving loans. Borrowers shall also pay an unused line fee between 0.25% and 0.50% per annum times the unused portion of the facility. Borrowers intend to use the available funds from the revolving loans, if drawn, for general corporate purposes.
     To secure the Borrowers’ obligations under the Loan and Security Agreement, each Borrower granted the Administrative Agent on behalf of each of the Lenders a first priority lien on substantially all of its assets (excluding intercompany loans and the capital stock of Amkor’s foreign subsidiaries and certain domestic subsidiaries), including a mortgage on certain of Amkor’s real property. In addition, on November 28, 2005, each Borrower entered into a Guaranty Agreement (the “Guaranty Agreement”), whereby such borrower guaranteed the other Borrowers’ obligations under the Loan and Security Agreement.
     The Loan and Security Agreement contains affirmative and negative covenants, including affirmative covenants regarding financial and compliance reporting requirements, paying taxes, maintaining insurance and licenses and granting additional collateral and guarantees, and negative covenants regarding making payments, incurring indebtedness, issuing preferred stock, selling assets, transacting with affiliates, granting liens, amending subordinated indebtedness, issuing or selling capital stock in wholly owned subsidiaries, participating in sale and leaseback transactions and merging or consolidating with other entities. The events of default under the Loan and Security Agreement include payment defaults, breaches of covenants, cross defaults on certain other indebtedness, judgment defaults, bankruptcy events, the failure of certain documents entered into in connection with the revolving facility to be valid and binding or the conviction of any senior officer.
     On November 28, 2005, the Borrowers also entered into an Intercreditor Agreement (the “Intercreditor Agreement”) with Bank of America, N.A., as Administrative Agent for the Senior Parties under the Loan and Security Agreement, Citicorp North America, Inc. (“CNAI”), as Administrative Agent and as Collateral Agent for the Junior Parties under the Second Lien Credit Agreement, dated as of October 27, 2004, among Amkor Technology, Inc., the Lenders party thereto and CNAI (the “Second Lien Credit Agreement”). The Intercreditor Agreement replaced the previous Intercreditor Agreement described under Item 1.02 below, and provides for the subordination of the liens granted under Amkor’s Second Lien Credit Agreement on the same terms.
Taiwan Term Loan
     On November 30, 2005, Amkor Technology Taiwan (“Amkor Taiwan”) entered into a Syndicated Loan Agreement (the “Term Loan”) with Chinatrust Commercial Bank Co., Ltd., as Agent and Chinatrust Commercial Bank Co., Ltd. and Ta Chong Commercial Bank Co., Ltd., as Coordinating Arrangers. The Term Loan provides for a term credit facility of up to approximately NT$1.8 billion (approximately US$54 million). The term loan, which provides for 10 equal semi-annual payment installments on any principal outstanding, will mature on November 30, 2010 and may be prepaid at any time without penalty. Interest shall accrue under the Term Loan at a floating rate based on the Taiwan 90-day commercial paper rate plus a margin of 1.20% (currently 2.80% inclusive of the margin). In September 2005 Amkor Taiwan received

Table of Contents
NT$1 billion (approximately US$30 million) in interim financing pending completion of the Term Loan. Amkor Taiwan intends to use the net proceeds of the term loan to repay the interim financing and for general corporate purposes, including capital expenditures.
     To secure Amkor Taiwan’s obligations under the Term Loan, Amkor Taiwan granted the Agent a first priority lien on certain of its real property and equipment. In addition, on November 30, 2005, Amkor entered into a Letter of Guarantee (the “Letter of Guarantee”), whereby Amkor guaranteed Amkor Taiwan’s obligations under the Term Loan.
     The Term Loan contains affirmative and negative covenants, including financial covenants regarding minimum liquidity ratio, maximum debt ratio and minimum tangible net worth, affirmative covenants regarding maintaining its business, complying with laws, keeping records, paying taxes, maintaining collateral and insurance policies, notifying Agent of certain events and financial and compliance reporting requirements, and negative covenants regarding transferring collateral, merging with another entity or guaranteeing third-party indebtedness. The Letter of Guarantee also contains certain covenants with respect to Amkor, including delivery of financial statements, maintaining corporate existence, complying with laws, paying taxes, changing its business or merging with another entity. The Term Loan includes events of default with respect to Amkor and Amkor Taiwan, including payment defaults, breaches of covenants, cross defaults on certain other indebtedness, suspension or cessation of business operations, judgment defaults, bankruptcy events, serious damage to collateral, the failure of the Letter of Guarantee to be valid or a material adverse effect on the finances or operations of Amkor and Amkor Taiwan, taken as a whole, or their ability, taken as a whole, to perform their obligations under the Term Loan and Letter of Guarantee.
Repurchase of Convertible Subordinated Notes
     On November 30, 2005, Amkor also announced that it has purchased in the open market $100 million of its outstanding $233 million aggregate principal amount of 5.75% Convertible Subordinated Notes due June 1, 2006 (the “Notes”). The Notes were purchased with the proceeds of its recently completed private placement of $100 million of 6.25% Convertible Subordinated Notes due December 1, 2013, to James J. Kim and certain affiliated entities of James J. Kim.
Item 1.02. Termination of Material Agreement
     In connection with the execution of the Loan and Security Agreement, on November 28, 2005, Amkor terminated its Credit Agreement, dated as of June 29, 2004, among Amkor, the Lenders and Issuers party thereto, Citigroup Global Markets Inc., as Sole Lead Arranger and Sole Bookrunner, CNAI, as Administrative Agent, JPMorgan Chase Bank, as Syndication Agent, Merrill Lynch Capital Corporation, as Documentation Agent and J.P. Morgan Securities Inc. and Merrill Lynch Capital Corporation as Arrangers (as subsequently amended, the “2004 Credit Agreement”), which agreement provided for a $30 million revolving credit facility with a $10 million letter of credit sublimit, available through June 29, 2007. Interest accrued on the revolving facility at the Libor rate plus a margin of 3.5%. There were no amounts outstanding under the 2004 Credit Agreement. Amkor did not incur any prepayment penalties in connection with the termination of the 2004 Credit Agreement.
     In connection with the termination of the 2004 Credit Agreement, Amkor and its subsidiary parties thereto also terminated the following agreements:

Table of Contents
     1. The Pledge and Security Agreement, dated as of June 29, 2004, among Amkor, the subsidiaries party thereto and CNAI, as Administrative Agent, which provided for a first lien on (i) substantially all of the assets of Amkor and its domestic subsidiaries, (ii) a pledge of the capital stock of Amkor’s domestic subsidiaries, (iii) a pledge of 66% of the capital stock of certain of Amkor’s and its subsidiaries’ first-tier foreign subsidiaries, (iv) a pledge of certain intercompany debt, and (v) a mortgage on Amkor’s real property;
     2. The Guaranty, dated as of June 29, 2004, by the subsidiaries party thereto in favor of CNAI as Administrative Agent; and
     3. The Intercreditor Agreement, dated as of October 27, 2004, with CNAI, as Administrative Agent under the 2004 Credit Agreement, CNAI, as Collateral Agent under the 2004 Credit Agreement, CNAI, as Administrative Agent and as Collateral Agent under the Second Lien Credit Agreement and each subsidiary party thereto.
     The Loan and Security Agreement, Guaranty Agreement, Intercreditor Agreement, Term Loan and Letter of Guarantee, each containing a complete listing of definitions and provisions, are included herein as exhibits.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
     99.1 Loan and Security Agreement, dated as of November 28, 2005, among Amkor Technology, Inc., Unitive, Inc. and Unitive Electronics, Inc., as Borrowers, Wachovia Capital Finance Corporation (Western) as Documentation Agent and Bank of America, N.A., as Administrative Agent.
     99.2 Guaranty Agreement, dated as of November 28, 2005, delivered by Amkor Technology, Inc., Unitive, Inc. and Unitive Electronics, Inc. to Bank of America, N.A., as Administrative Agent.
     99.3 Intercreditor Agreement, dated as of November 28, 2005, among Amkor Technology, Inc., Unitive, Inc. and Unitive Electronics, Inc., Bank of America, N.A., as Administrative Agent for the Senior Parties, and Citicorp North America, Inc., as Administrative Agent for the Junior Parties and as Collateral Agent for the Junior Parties.
     99.4 Syndicated Loan Agreement, dated as of November 30, 2005, among Amkor Technology Taiwan, Ltd., as Borrower, the banks and banking institutions party thereto, Chinatrust Commercial Bank Co., Ltd. and Ta Chong Commercial Bank Co., Ltd., as Coordinating Arrangers, and Chinatrust Commercial Bank Co., Ltd., as Facility Agent and Security Agent.
     99.5 Letter of Guaranty, dated as of November 30, 2005, delivered by Amkor Technology, Inc. to Chinatrust Commercial Bank, Ltd., as Facility Agent.

Table of Contents
SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 	 	 	 	 	
 	 	AMKOR TECHNOLOGY, INC.

 	 	By:	 	/s/ Kenneth T. Joyce	
 	 	 	 	 	
 	 	 	 	Kenneth T. Joyce	
 	 	 	 	Chief Financial Officer	
 	 	 	 	 	
Date: December 2, 2005	 	 	 	 	

Table of Contents
INDEX TO EXHIBITS
 	 	 	
Exhibit No.	 	Description	
99.1	 	Loan and Security Agreement, dated as of November 28, 2005, among Amkor Technology, Inc., Unitive, Inc. and Unitive Electronics, Inc., as Borrowers, Wachovia Capital Finance Corporation (Western) as Documentation Agent and Bank of America, N.A., as Administrative Agent.	
 	 	 	
99.2	 	Guaranty Agreement, dated as of November 28, 2005 delivered by Amkor Technology, Inc., Unitive, Inc. and Unitive Electronics, Inc. to Bank of America, N.A., as Administrative Agent.	
 	 	 	
99.3	 	Intercreditor Agreement, dated as of November 28, 2005, among Amkor Technology, Inc., Unitive, Inc. and Unitive Electronics, Inc., Bank of America, N.A., as Administrative Agent for the Senior Parties, and Citicorp North America, Inc., as Administrative Agent for the Junior Parties and as Collateral Agent for the Junior Parties.	
 	 	 	
99.4	 	Syndicated Loan Agreement, dated as of November 30, 2005, among Amkor Technology Taiwan, Ltd., as Borrower, the banks and banking institutions party thereto, Chinatrust Commercial Bank Co., Ltd. and Ta Chong Commercial Bank Co., Ltd., as Coordinating Arrangers, and Chinatrust Commercial Bank Co., Ltd., as Facility Agent and Security Agent.	
 	 	 	
99.5	 	Letter of Guaranty, dated as of November 30, 2005, delivered by Amkor Technology, Inc. to Chinatrust Commercial Bank, Ltd., as Facility Agent.	

Exhibit 99.1

--------------------------------------------------------------------------------

AMKOR TECHNOLOGY, INC.,
UNITIVE, INC.,
and
UNITIVE ELECTRONICS, INC.,
as Borrowers

============================

LOAN AND SECURITY AGREEMENT

Dated as of November 28, 2005

$100,000,000

============================

CERTAIN FINANCIAL INSTITUTIONS,
as Lenders,

BANK OF AMERICA, N.A.,
as Agent,

and

WACHOVIA CAPITAL FINANCE CORPORATION (WESTERN),
as Documentation Agent

--------------------------------------------------------------------------------

BANK OF AMERICA, N.A.
WACHOVIA CAPITAL FINANCE CORPORATION (WESTERN)
Co-Lead Arrangers and Co-Book Managers

TABLE OF CONTENTS

Page
----

SECTION 1.     DEFINITIONS; RULES OF CONSTRUCTION...........................       1
1.1.    Definitions.................................................       1
1.2.    Accounting Terms............................................      38
1.3.    Certain Matters of Construction.............................      38

SECTION 2.     CREDIT FACILITIES............................................      39
2.1.    Revolving Commitment........................................      39
2.2.    Reserved....................................................      41
2.3.    Letter of Credit Facility...................................      41

SECTION 3.     INTEREST, FEES, AND CHARGES..................................      45
3.1.    Interest....................................................      45
3.2.    Fees........................................................      46
3.3.    Computation of Interest, Fees, Yield Protection.............      47
3.4.    Reimbursement Obligations...................................      47
3.5.    Illegality..................................................      47
3.6.    Increased Costs.............................................      48
3.7.    Capital Adequacy............................................      49
3.8.    Mitigation..................................................      49
3.9.    Funding Losses..............................................      49
3.10.   Maximum Interest............................................      49

SECTION 4.     LOAN ADMINISTRATION..........................................      50
4.1.    Manner of Borrowing and Funding Revolving Loans.............      50
4.2.    Defaulting Lender...........................................      52
4.3.    Number and Amount of LIBOR Revolving Loans; Determination of      
Rate........................................................      52
4.4.    Borrower Agent..............................................      53
4.5.    One Obligation..............................................      53
4.6.    Effect of Termination.......................................

53

SECTION 5.     PAYMENTS.....................................................      54
5.1.    General Payment Provisions..................................      54
5.2.    Repayment of Revolving Loans................................      54
5.3.    Reserved....................................................      54
5.4.    Payment of Other Obligations................................      54
5.5.    Marshaling; Payments Set Aside..............................      54
5.6.    Post-Default Allocation of Payments.........................      55
5.7.    Application of Payments.....................................      55
5.8.    Loan Account; Account Stated................................      56
5.9.    Gross Up for Taxes..........................................      56
5.10.   Withholding Tax Exemption...................................      56
5.11.   Nature and Extent of Each Borrower's Liability..............      57

SECTION 6.     CONDITIONS PRECEDENT.........................................      59
6.1.    Conditions Precedent to Initial Revolving Loans.............      59
6.2.    Conditions Precedent to All Credit Extensions...............      61
6.3.    Limited Waiver of Conditions Precedent......................      62

SECTION 7.     COLLATERAL...................................................      62
7.1.    Grant of Security Interest..................................      62
7.2.    Lien on Deposit Accounts; Cash Collateral...................      63
7.3.    Real Estate Collateral......................................      64
7.4.    Other Collateral............................................      64
7.5.    No Assumption of Liability..................................      64
7.6.    Further Assurances..........................................      64

SECTION 8.     COLLATERAL ADMINISTRATION....................................      64
8.1.    Borrowing Base Certificates.................................      64
8.2.    Administration of Accounts..................................      65
8.3.    Administration of Inventory.................................      66
8.4.    Administration of Equipment.................................      66
8.5.    Administration of Deposit Accounts..........................      67
8.6.    General Provisions..........................................      67
8.7.    Power of Attorney...........................................      68

SECTION 9.     REPRESENTATIONS AND WARRANTIES...............................      69
9.1.    General Representations and Warranties......................      69
9.2.    Complete Disclosure.........................................      73

SECTION 10.    COVENANTS AND CONTINUING AGREEMENTS..........................      74
10.1.   Affirmative Covenants.......................................      74
10.2.   Negative Covenants..........................................      77
10.3.   Total Liquidity.............................................      90

SECTION 11.    EVENTS OF DEFAULT; REMEDIES ON DEFAULT.......................      90
11.1.   Events of Default...........................................      90
11.2.   Remedies upon Default.......................................      92
11.3.   License.....................................................      93
11.4.   Setoff......................................................      93
11.5.   Remedies Cumulative; No Waiver..............................      93

SECTION 12.    THE AGENT....................................................      94
12.1.   Appointment, Authority and Duties of the Agent..............      94
12.2.   Agreements Regarding Collateral and Field Examination Reports     95
12.3.   Reliance By the Agent.......................................      96
12.4.   Action Upon Default.........................................      97
12.5.   Ratable Sharing.............................................      97
12.6.   Indemnification of the Agent Indemnitees....................      97
12.7.   Limitation on Responsibilities of the Agent.................      98
12.8.   Successor Agent and Co-Agents...............................      98
12.9.   Due Diligence and Non-Reliance..............................      99
12.10.  Replacement of Certain Lenders..............................      99
12.11.  Remittance of Payments and Collections......................     100
12.12.  The Agent in its Individual Capacity........................     100
12.13.  Documentation Agent.........................................     101
12.14.  No Third Party Beneficiaries................................     101

SECTION 13.    BENEFIT OF AGREEMENT; ASSIGNMENTS AND PARTICIPATIONS.........     101
13.1.   Successors and Assigns......................................     101
13.2.   Participations..............................................     101
13.3.   Assignments.................................................     102
13.4.   Tax Treatment...............................................     102
13.5.   Representation of Lenders...................................     103

SECTION 14.    MISCELLANEOUS................................................     103
14.1.   Consents, Amendments and Waivers............................     103
14.2.   General Indemnity...........................................     104
14.3.   Limitations of Indemnities..................................     104
14.4.   Notices and Communications..................................     104
14.5.   Performance of the Borrowers' Obligations...................     105
14.6.   Credit Inquiries............................................     105
14.7.   Severability................................................     105
14.8.   Cumulative Effect; Conflict of Terms........................     106
14.9.   Counterparts; Facsimile Signatures..........................     106
14.10.  Entire Agreement............................................     106
14.11.  Obligations of the Lenders..................................     106
14.12.  Confidentiality.............................................     106
14.13.  Certifications Regarding Indebtedness Agreements............     107
14.14.  Governing Law...............................................     107
14.15.  Consent to Forum............................................     107
14.16.  Waivers by the Borrowers....................................     107
14.17.  Patriot Act Notice..........................................     108
14.18.  No Oral Agreement...........................................     108

LIST OF EXHIBITS AND SCHEDULES

EXHIBITS:

Exhibit A     Revolving Note
Exhibit B     Notice of Borrowing
Exhibit C     Notice of Conversion/Continuation
Exhibit D     Compliance Certificate
Exhibit E     Assignment and Acceptance
Exhibit F     Assignment Notice

SCHEDULES:

Schedule 1.1A     Revolving Commitments of Lenders
Schedule 1.1B     Eligible Foreign Account Debtors
Schedule 1.1C     Permitted Liens
Schedule 1.1D     Owned Real Estate
Schedule 8.5      Deposit Accounts
Schedule 8.6.1    Business Locations
Schedule 9.1.4    Names and Capital Structure
Schedule 9.1.5A   Former Names
Schedule 9.1.5B   Former Places of Business
Schedule 9.1.12   Patents, Trademarks, Copyrights, and Licenses
Schedule 9.1.15   Environmental Matters
Schedule 9.1.16   Restrictive Agreements
Schedule 9.1.17   Litigation
Schedule 9.1.21   Labor Contracts

LOAN AND SECURITY AGREEMENT

THIS LOAN AND SECURITY AGREEMENT, dated as of November 28, 2005, is among
AMKOR TECHNOLOGY, INC. and its Subsidiaries party hereto, the lending
institutions party to this Agreement from time to time as lenders (collectively,
the "Lenders"), and BANK OF AMERICA, N.A., a national banking association, as
administrative agent for the Lenders (the "Agent").

R E C I T A L S:

The Borrowers have requested that the Lenders make available a credit
facility, to be used by the Borrowers to finance their mutual and collective
business enterprise. The Lenders are willing to provide such credit facility on
the terms and conditions set forth in this Agreement.

NOW, THEREFORE, for valuable consideration hereby acknowledged, the
parties agree as follows:

SECTION 1.  DEFINITIONS; RULES OF CONSTRUCTION

1.1.  Definitions.  As used herein, the following terms have the
meanings set forth below:

Account - as defined in the UCC, including all rights to payment for
goods sold or leased, or for services rendered.

Account Debtor - a Person who is obligated under an Account, Chattel
Paper, or General Intangible.

Acquired Indebtedness - with respect to any specified Person (a)
Indebtedness of any other Person existing at the time such other Person is
merged with or into or became a Subsidiary of such specified Person,
whether or not such Indebtedness is incurred in connection with, or in
contemplation of, such other Person merging with or into, or becoming a
Subsidiary of, such specified Person and (b) Indebtedness secured by a
Lien encumbering any asset acquired by such specified Person.

Adjusted LIBOR - for any Interest Period, with respect to LIBOR
Revolving Loans, the per annum rate of interest determined pursuant to the
following formula (expressed as a decimal, rounded upward to the next
1/8th of 1%):

Offshore Base Rate
------------------------------------
LIBOR =    1.00 - Eurodollar Reserve Percentage

Where,

"Eurodollar Reserve Percentage" means the reserve percentage
applicable to member banks under regulations issued from time to
time by the Board of Governors for determining the maximum reserve
requirement (including any 

LOAN AND SECURITY AGREEMENT
Page 1

emergency, supplemental, or other marginal reserve requirement) with
respect to Eurocurrency funding (currently referred to as
"Eurocurrency liabilities").

"Offshore Base Rate" means the rate per annum appearing on
Telerate Page 3750, or if such page is unavailable, the Reuters
Screen LIBO Page (or any successor page of either, as applicable),
as the London interbank offered rate for deposits in Dollars at
approximately 11:00 a.m. (London time) two Business Days prior to
the first day of such Interest Period for a term comparable to such
Interest Period; provided, however, if the Reuters Screen LIBO Page
is used and more than one rate is shown on such page, the applicable
rate shall be the arithmetic mean thereof. If for any reason none of
the foregoing rates is available, the Offshore Base Rate shall be
the rate per annum determined by the Agent as the rate of interest
at which Dollar deposits in the approximate amount of the applicable
LIBOR Revolving Loan would be offered to major banks in the offshore
Dollar market at or about 11:00 a.m. (London time) two Business Days
prior to the first day of such Interest Period for a term comparable
to such Interest Period.

Affiliate - with respect to any Person (the "subject Person") any
other Person directly or indirectly controlling or controlled by or under
direct or indirect common control with the subject Person. For purposes of
this definition, "control," as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of such Person, whether
through the ownership of voting securities, by agreement or otherwise;
provided that beneficial ownership of 10.0% or more, or an agreement,
obligation, or option to purchase 10.0% or more, of the Equity Interests
of a Person that are at such time entitled to vote in the election of the
board of directors (or other similar governing body) of such Person shall
be deemed to be control. For purposes of this definition, the terms
"controlling," "controlled by," and "under common control with" shall have
correlative meanings.

Affiliate Transaction - as defined in Section 10.2.6.

Agent - as defined in the introductory paragraph of this Agreement.

Agent Advance - any Borrowing of Base Rate Revolving Loans funded
with the Agent's funds, until such Borrowing is settled among the Lenders
pursuant to Section 4.1.3.

Agent Indemnitees - the Agent and its officers, directors,
employees, Affiliates, agents, and attorneys.

Agent Professionals - attorneys, accountants, appraisers, auditors,
business valuation experts, environmental engineers or consultants,
turnaround consultants, and other professionals and experts retained by
the Agent.

Agent's Lien - the Liens in the Collateral granted to the Agent, for
the benefit of the Secured Parties, pursuant to the terms of this
Agreement or any Security Document.

LOAN AND SECURITY AGREEMENT
Page 2

Allocable Amount - as defined in Section 5.11.3.

Amkor - Amkor Technology, Inc., a Delaware corporation.

Anti-Terrorism Laws - any laws relating to terrorism or money
laundering, including the Patriot Act.

Applicable Law - all laws, rules, regulations, and governmental
guidelines applicable to the Person, conduct, transaction, agreement or
matter in question, including all applicable statutory law, common law,
and equitable principles, and all provisions of constitutions, treaties,
statutes, rules, regulations, orders, and decrees of Governmental
Authorities.

Applicable Margin - with respect to any Type of Revolving Loan and
the unused line fee to be paid pursuant to Section 3.2.1, the per annum
percentage set forth below, as determined by the lowest amount of the
Borrowers' Total Liquidity in any calendar month:

===============================================================                                                   
Base Rate   LIBOR     Unused
Revolving   Revolving  Line Fee
Level     Total Liquidity      Loans      Loans    Percentage
===============================================================

I     Greater than or        0.00%      1.50%      0.25%
equal to $75,000,000
---------------------------------------------------------------
II    Less than              0.50%      2.25%      0.50%
$75,000,000
===============================================================

The Applicable Margin shall be subject to increase or decrease during each
calendar month for such entire calendar month, and any change shall be
effective retroactively to the first day of such calendar month. If the
Total Liquidity at any time during any calendar month is unable to be
determined due to the Borrower's failure to deliver any Borrowing Base
Certificate or financial statement required to be delivered pursuant to
the terms of this Agreement, and at any time during the existence of an
Event of Default, the Applicable Margin shall be determined as if Level II
were applicable.

Approved Fund - any Person (other than a natural person) that is
engaged in making, holding or investing in extensions of credit in its
ordinary course of business and is administered or managed by a Lender, an
entity that administers or manages a Lender, or an Affiliate of either.

Asset Purchase Agreement - that certain Asset Purchase Agreement,
dated as of December 30, 1998, between Amkor and Anam Semiconductor, Inc.,
as such agreement may be extended or renewed from time to time without
alteration of the material terms thereof.

Asset Sale - as defined in Section 10.2.5.

Assignment and Acceptance - an assignment agreement between a Lender
and an Eligible Assignee, in the form of Exhibit E.

LOAN AND SECURITY AGREEMENT
Page 3

Attributable Debt - in respect of a sale and leaseback transaction
involving an operating lease, at the time of determination, the present
value of the obligation of the lessee for net rental payments during the
remaining term of the lease included in such sale and leaseback
transaction including any period for which such lease has been extended or
may, at the option of the lessor, be extended. Such present value shall be
calculated using a discount rate equal to the rate of interest implicit in
such transaction, determined in accordance with GAAP.

Availability - determined as of any date, the amount that the
Borrowers are entitled to borrow as Revolving Loans, being the Borrowing
Base, minus the principal balance of all Revolving Loans.

Bank of America - Bank of America, N.A., a national banking
association, and its successors and assigns.

Bank of America Indemnitees - Bank of America and its officers,
directors, employees, Affiliates, agents, and attorneys.

Bank Product - any of the following products, services, or
facilities extended to any Borrower or Subsidiary by Bank of America, the
Documentation Agent, or any of their respective Affiliates: (a) Cash
Management Services; (b) products under Hedging Agreements; (c) commercial
credit card and merchant card services; (d) foreign exchange agreements;
and (e) leases or other banking products or services as may be requested
by any Borrower or Subsidiary, other than Letters of Credit.

Bank Product Debt - Indebtedness and other obligations of an Obligor
relating to Bank Products.

Bankruptcy Code - Title 11 of the United States Code.

Base Rate - the rate of interest announced by Bank of America from
time to time as its prime rate. Such rate is a reference rate only and
Bank of America may make loans or other extensions of credit at, above, or
below such rate of interest. Any change in the prime rate announced by
Bank of America shall take effect at the opening of business on the
effective day specified in the public announcement of the change.

Base Rate Revolving Loan - a Revolving Loan that bears interest
based on the Base Rate.

Beneficial Owner - as assigned to such term in Rule 13d-3 and Rule
13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular "person" (as such term is used in Section
13(d)(3) of the Exchange Act), such "person" shall be deemed to have
beneficial ownership of all securities that such "person" has the right to
acquire, whether such right is currently exercisable or is exercisable
only upon the occurrence of a subsequent condition.

Board of Governors - the Board of Governors of the Federal
Reserve System.

LOAN AND SECURITY AGREEMENT
Page 4

Borrowed Money - with respect to any Obligor, without duplication,
its (a) Indebtedness that (i) arises from the lending of money by any
Person to such Obligor, (ii) is evidenced by notes, drafts, bonds,
debentures, credit documents, or similar instruments, or (iii) was issued
or assumed as full or partial payment for Property, (b) Capital Leases,
(c) reimbursement obligations with respect to letters of credit, and (d)
guaranties of any Indebtedness of the foregoing types owing by another
Person.

Borrower - any of Amkor, Unitive, and UEI.

Borrower Agent - as defined in Section 4.4.

Borrowing - a group of Revolving Loans of one Type that are made on
the same day or are converted into Revolving Loans of one Type on the same
day.

Borrowing Base - on any date of determination, subject to the
restrictions in Section 5.7 of the Second Lien Credit Agreement or any
other similar restriction on Indebtedness in any other agreement
evidencing Indebtedness to which any Borrower is a party the effect of
which is to limit the availability of Revolving Loans made pursuant to
this Agreement, an amount equal to the lesser of (a) the aggregate amount
of Revolving Commitments, minus the LC Reserve, minus Reserves or (b) the
result of (i) up to 85.0% of the net amount of Eligible Accounts and
Eligible Foreign Accounts (as used in this definition, "net amount" means
the face amount of an Account, minus (ii) any returns, rebates, discounts
(calculated on the shortest terms), credits, allowances, or Taxes
(including sales, excise, and other taxes) that have been or could be
claimed by the Account Debtor or any other Person), minus (iii) the LC
Reserve, minus (iv) the Minimum Availability Requirement, minus (v)
Reserves.

Borrowing Base Certificate - a certificate, in form and substance
reasonably satisfactory to the Agent, by which the Borrowers certify
calculation of the Borrowing Base.

Business Day - any day (a) excluding Saturday, Sunday, and any other
day on which banks are permitted to be closed under the laws of the State
of Texas and (b) when used with reference to a LIBOR Revolving Loan, also
excluding any day on which banks do not conduct dealings in Dollar
deposits on the London interbank market.

Capital Adequacy Regulation - any law, rule, regulation, guideline,
request, or directive of any central bank or other Governmental Authority,
whether or not having the force of law, regarding capital adequacy of a
bank or any Person controlling a bank.

Capital Expenditures - expenditures made or liabilities incurred by
a Borrower or Subsidiary for the acquisition of any fixed assets, or any
improvements, replacements, substitutions, or additions thereto with a
useful life of more than one year, including the principal portion of
Capital Leases.

Capital Lease - any lease that is required to be capitalized for
financial reporting purposes in accordance with GAAP.

LOAN AND SECURITY AGREEMENT
Page 5

Capital Lease Obligation - at time any determination thereof is to
be made, the amount of the liability in respect of a Capital Lease that
would at that time be required to be capitalized on a balance sheet in
accordance with GAAP.

Cash Collateral - cash, and any interest or other income earned
thereon, that is delivered to the Agent to Cash Collateralize any
Obligations.

Cash Collateral Account - a demand deposit, money market, or other
account established by the Agent at such financial institution as the
Agent may select in its discretion, which account shall be in the Agent's
name and subject to the Agent's Liens for the benefit of the Secured
Parties.

Cash Collateralize - the delivery of cash to the Agent, as security
for the payment of the Obligations, in an amount equal to (a) with respect
to LC Obligations, 110% of the aggregate LC Obligations and (b) with
respect to any inchoate or contingent Obligations (including Obligations
arising under Bank Products), the Agent's good faith estimate of the
amount due or to become due, including all fees and other amounts relating
to such Obligations. "Cash Collateralization" has a correlative meaning.

Cash Equivalents - (a) Dollars or currency of any other sovereign
nation in which the Borrower or any Restricted Subsidiary conducts
business, (b) securities issued or directly and fully guaranteed or
insured by the full faith and credit of the United States government or
any agency or instrumentality thereof having maturities of not more than
twelve months from the date of acquisition, (c) certificates of deposit
and eurodollar time deposits with maturities of twelve months or less from
the date of acquisition, bankers' acceptances with maturities not
exceeding twelve months and overnight bank deposits, in each case with (i)
any domestic commercial bank having capital and surplus in excess of
$500,000,000 and a Fitch Individual Rating (formerly Thompson Bank Watch
Rating) of "B" or better, or (ii) any commercial bank organized under the
laws of any foreign country recognized by the United States having capital
and surplus in excess of $500,000,000 (or the foreign currency equivalent
thereof) and a Fitch Individual Rating (formerly Thompson Bank Watch
Rating) of "B" or better, (d) repurchase obligations with a term of not
more than seven days for underlying securities of the types described in
clause (b) and clause (c) preceding entered into with any financial
institution meeting the qualifications specified in clause (c) preceding,
(e) commercial paper having the highest rating obtainable from either
Moody's or S&P and, in each case, maturing within six months after the
date of acquisition, and (f) money market funds at least 95.0% of the
assets of which constitute Cash Equivalents of the kinds described in
clause (a) through clause (e) of this definition, provided that (w) the
currency of any sovereign nation other than the United States, (x)
certificates of deposit, eurodollar time deposits, and bankers'
acceptances with any commercial bank organized under the laws of any
country other than the United States, (y) repurchase obligations entered
into with any financial institution organized under the laws of any
country other than the United States, and (z) overnight bank deposits with
any commercial bank organized under the laws of any country other than the
United States shall not be considered "Cash Equivalents" for purposes of
determining the amount of Total Liquidity at any time and whether an Asset
Sale is permitted pursuant to Section 10.2.5.

LOAN AND SECURITY AGREEMENT
Page 6

Cash Management Services - any services provided from time to time
by Bank of America or any of its Affiliates to any Borrower or Subsidiary
in connection with operating, collections, payroll, trust, or other
depository or disbursement accounts, including automatic clearinghouse,
controlled disbursement, depository, electronic funds transfer,
information reporting, lockbox, stop payment, overdraft, and/or wire
transfer services.

CERCLA - the Comprehensive Environmental Response Compensation and
Liability Act (42 U.S.C. Section 9601 et seq.).

Change of Control - the occurrence of any of the following: (a) the
adoption of a plan relating to the liquidation or dissolution of any
Borrower, (b) the consummation of any transaction (including, without
limitation, any merger or consolidation) the result of which is that any
Person, other than a Permitted Holder, becomes the Beneficial Owner,
directly or indirectly, of more than 35.0% of the Voting Stock of Amkor,
measured by voting power rather than number of shares, and such percentage
represents more than the aggregate percentage of the Voting Stock of
Amkor, measured by voting power rather than number of shares, as to which
any Permitted Holder is the Beneficial Owner, or (c) the first date during
any consecutive two year period on which a majority of the members of the
board of directors of Amkor are not Continuing Directors. For purposes of
this definition, any transfer of an Equity Interest of any Person that was
formed for the purpose of acquiring Voting Stock of Amkor will be deemed
to be a transfer of such portion of Voting Stock as corresponds to the
portion of the equity of such Person that has been so transferred.

Chattel Paper - as defined in the UCC.

Claims - all liabilities, obligations, losses, damages, penalties,
judgments, proceedings, costs, and expenses of any kind (including
remedial response costs, reasonable attorneys' fees, and Extraordinary
Expenses) at any time (including after Full Payment of the Obligations,
resignation or replacement of the Agent, or replacement of any Lender)
incurred by or asserted against any Indemnitee in any way relating to (a)
any Loan Documents or transactions relating thereto, (b) any action taken
or omitted to be taken by any Indemnitee in connection with any Loan
Documents, (c) the existence or perfection of any Liens, or realization
upon any Collateral, (d) exercise of any rights or remedies under any Loan
Documents or Applicable Law, or (e) failure by any Obligor to perform or
observe any terms of any Loan Document, in each case including all costs
and expenses relating to any investigation, litigation, arbitration, or
other proceeding (including an Insolvency Proceeding or appellate
proceedings), whether or not the applicable Indemnitee is a party thereto.

Closing Date - the date on which the initial Revolving Loans are
made under this Agreement.

Collateral - all Property described in Section 7.1, all Property
described in any Security Documents as security for any Obligations, and
all other Property that now or hereafter secures (or is intended to
secure) any Obligations.

LOAN AND SECURITY AGREEMENT
Page 7

Collateral Documents - for the purpose of interpretation of the
Intercreditor Agreement, this Agreement, the Security Documents, and all
other documents, instruments, and agreements now or hereafter securing (or
given with the intent to secure) any Obligations.

Commercial Tort Claim - as defined in the UCC.

Compliance Certificate - a Compliance Certificate to be provided by
the Borrowers to the Agent pursuant to this Agreement, in the form of
Exhibit D, and all supporting schedules.

Consolidated Cash Flow - with respect to any Person for any period,
the Consolidated Net Income of such Person for such period, plus (a) an
amount equal to any extraordinary loss, plus any net loss realized in
connection with an Asset Sale, to the extent such losses were deducted in
computing such Consolidated Net Income, plus (b) provision for taxes based
on income or profits of such Person and its Restricted Subsidiaries for
such period, to the extent that such provision for taxes was deducted in
computing such Consolidated Net Income, plus (c) consolidated interest
expense of such Person and its Restricted Subsidiaries for such period,
whether paid or accrued and whether or not capitalized (including, without
limitation, amortization of debt issuance costs and original issue
discount, non-cash interest payments, the interest component of any
deferred payment obligations, the interest component of all payments
associated with Capital Lease Obligations, imputed interest with respect
to Attributable Debt, commissions, discounts, and other fees and charges
incurred in respect of letter of credit or bankers' acceptance financings,
and net payments, if any, pursuant to Hedging Obligations), to the extent
that any such expense was deducted in computing such Consolidated Net
Income, plus (d) depreciation, amortization (including amortization of
goodwill and other intangibles but excluding amortization of prepaid cash
expenses that were paid in a prior period), and other non-cash expenses
(excluding any such non-cash expense to the extent that it represents an
accrual of or reserve for cash expenses in any future period or
amortization of a prepaid cash expense that was paid in a prior period) of
such Person and its Restricted Subsidiaries for such period to the extent
that such depreciation, amortization, and other non-cash expenses were
deducted in computing such Consolidated Net Income, plus (e) non-cash
items (other than any non-cash items that will require cash payments in
the future or that relate to foreign currency translation) decreasing such
Consolidated Net Income for such period, other than items that were
accrued in the ordinary course of business, in each case, on a
consolidated basis and determined in accordance with GAAP, minus (f)
non-cash items (other than any non-cash items that will require cash
payments in the future or that relate to foreign currency translation)
increasing such Consolidated Net Income for such period, other than items
that were accrued in the ordinary course of business, in each case, on a
consolidated basis and determined in accordance with GAAP. Notwithstanding
the foregoing, the provision for taxes based on the income or profits of,
and the depreciation and amortization and other non-cash charges of, a
Restricted Subsidiary of Amkor shall be added to Consolidated Net Income
to compute Consolidated Cash Flow of Amkor only to the extent that a
corresponding amount would be permitted at the date of determination to be
dividended to Amkor by such Restricted Subsidiary without prior approval
(that has not 

LOAN AND SECURITY AGREEMENT
Page 8

been obtained), pursuant to the terms of its charter and all agreements,
instruments, judgments, decrees, orders, statutes, rules, and governmental
regulations applicable to that Subsidiary or its stockholders.

Consolidated Interest Expense - with respect to any Person for any
period, the sum, without duplication, of (a) the consolidated interest
expense of such Person and its Restricted Subsidiaries for such period,
whether paid or accrued, including, without limitation, amortization of
debt issuance costs and original issue discount, non-cash interest
payments, the interest component of any deferred payment obligations, the
interest component of all payments associated with Capital Lease
Obligations, imputed interest with respect to Attributable Debt,
commissions, discounts and other fees and charges incurred in respect of
letter of credit or bankers' acceptance financings, and net payments, if
any, pursuant to Hedging Obligations, plus (b) the consolidated interest
of such Person and its Restricted Subsidiaries that was capitalized during
such period, plus (c) interest actually paid by Amkor or any Restricted
Subsidiary under any Guarantee of Indebtedness of another Person, plus (d)
the product of all dividend payments, whether or not in cash, on any
series of preferred stock of such Person or any of its Restricted
Subsidiaries, other than dividend payments on Equity Interests payable
solely in Equity Interests of Amkor (other than Disqualified Stock) or to
Amkor or a Restricted Subsidiary of Amkor.

Consolidated Interest Expense Coverage Ratio - with respect to any
specified Person for any period, the ratio of the Consolidated Cash Flow
of such Person and its Restricted Subsidiaries for such period to the
Consolidated Interest Expense of such Person for such period. In the event
that the specified Person or any of its Restricted Subsidiaries incurs,
assumes, Guarantees, or redeems any Indebtedness (other than the
Obligations) or issues or redeems preferred stock subsequent to the
commencement of the period for which the Consolidated Interest Expense
Coverage Ratio is being calculated but prior to the date on which the
event for which the calculation of the Consolidated Interest Expense
Coverage Ratio is made (the "Calculation Date"), then the Consolidated
Interest Expense Coverage Ratio shall be calculated giving pro forma
effect to such incurrence, assumption, Guarantee, or redemption of
Indebtedness, or such issuance or redemption of preferred stock, as if the
same had occurred at the beginning of the applicable four-quarter
reference period. In addition, for purposes of calculating the
Consolidated Interest Expense Coverage Ratio: (a) acquisitions that have
been made by the specified Person or any of its Restricted Subsidiaries,
including through mergers or consolidations and including any related
financing transactions, during the four-quarter reference period or
subsequent to such reference period and on or prior to the Calculation
Date shall be deemed to have occurred on the first day of the four-quarter
reference period and Consolidated Cash Flow for such reference period
shall be calculated without giving effect to clause (c) of the proviso set
forth in the definition of Consolidated Net Income, (b) the Consolidated
Cash Flow attributable to discontinued operations, as determined in
accordance with GAAP, and operations or businesses disposed of prior to
the Calculation Date, shall be excluded, and (c) the Consolidated Interest
Expense attributable to discontinued operations, as determined in
accordance with GAAP, and operations or businesses disposed of prior to
the Calculation Date, shall be excluded, but only to the extent that the
obligations giving rise to such Consolidated Interest Expense 

LOAN AND SECURITY AGREEMENT
Page 9

will not be obligations of the specified Person or any of its Restricted
Subsidiaries following the Calculation Date.

Consolidated Net Assets - with respect to any specified Person as of
any date, the total assets of such Person as of such date less (a) the
total liabilities of such Person as of such date, (b) the amount of any
Disqualified Stock as of such date, and (c) any minority interests
reflected on the balance sheet of such Person as of such date.

Consolidated Net Income - with respect to any specified Person for
any period, the aggregate of the Net Income of such Person and its
Restricted Subsidiaries for such period, on a consolidated basis,
determined in accordance with GAAP; provided that: (a) the Net Income (but
not loss) of any Person that is not a Restricted Subsidiary or that is
accounted for by the equity method of accounting shall be included only to
the extent of the amount of dividends or distributions paid in cash to the
specified Person or a Restricted Subsidiary thereof, (b) the Net Income of
any Restricted Subsidiary shall be excluded to the extent that the
declaration or payment of dividends or similar distributions by that
Restricted Subsidiary of that Net Income is not at the date of
determination permitted without any prior governmental approval (that has
not been obtained) or, directly or indirectly, by operation of the terms
of its charter or any agreement, instrument, judgment, decree, order,
statute, rule or governmental regulation applicable to that Restricted
Subsidiary or its stockholders, (c) the Net Income (but not loss) of any
Unrestricted Subsidiary shall be excluded, whether or not distributed to
the specified Person or one of its Subsidiaries, and (d) the cumulative
effect of a change in accounting principles shall be excluded.

Contingent Obligation - any obligation of a Person arising from a
guaranty, indemnity, or other assurance of payment or performance of any
Indebtedness, lease, dividend, or other obligation (as used in this
definition, "primary obligations") of another obligor (as used in this
definition, "primary obligor") in any manner including any obligation of
such Person under any (a) guaranty, endorsement, co-making, or sale with
recourse of an obligation of a primary obligor, (b) obligation to make
take-or-pay or similar payments regardless of nonperformance by any other
party to an agreement, and (c) arrangement (i) to purchase any primary
obligation or security therefor, (ii) to supply funds for the purchase or
payment of any primary obligation, (iii) to maintain or assure working
capital, equity capital, net worth, or solvency of the primary obligor,
(iv) to purchase Property or services for the purpose of assuring the
ability of the primary obligor to perform a primary obligation, or (v)
otherwise to assure or hold harmless the holder of any primary obligation
against loss in respect thereof. The amount of any Contingent Obligation
shall be deemed to be the stated or determinable amount of the primary
obligation (or, if less, the maximum amount for which such Person may be
liable under the instrument evidencing the Contingent Obligation) or, if
not stated or determinable, the maximum reasonably anticipated liability
with respect thereto.

Continuing Directors - as of any date of determination, any member
of the board of directors of Amkor who (a) was a member of such board of
directors on the Closing Date or (b) was nominated for election or elected
to such board of directors with the approval of a majority of the
Continuing Directors who were members of such board at 

LOAN AND SECURITY AGREEMENT
Page 10

the time of such nomination or election.

Convertible Subordinated Notes - Amkor's 5.75% Convertible
Subordinated Notes due 2006, issued pursuant to the Convertible
Subordinated Notes (2006) Indenture, Amkor's 5% Convertible Subordinated
Notes due 2007, issued pursuant to the Convertible Subordinated Notes
(2007) Indenture, and Amkor's 6 1/4% Convertible Subordinated Notes due
2013, issued pursuant to the Convertible Subordinated Notes (2013)
Indenture.

Convertible Subordinated Notes (2006) Indenture - that certain
Indenture between Amkor and U.S. Bank National Association (as successor
to State Street Bank and Trust Company) as Trustee, dated as of May 25,
2001, as such Indenture may be amended or supplemented from time to time,
relating to Amkor's 5.75% Convertible Subordinated Notes due June 1, 2006.

Convertible Subordinated Notes (2007) Indenture - that certain
Indenture between Amkor and U.S. Bank National Association (as successor
to State Street Bank and Trust Company) as Trustee, dated as of March 22,
2000, as such Indenture may be amended or supplemented from time to time,
relating to Amkor's 5.75% Convertible Subordinated Notes due March 15,
2007.

Convertible Subordinated Notes (2013) Indenture - that certain
Indenture between Amkor and U.S. Bank National Association as Trustee,
dated as of November 18, 2005, as such Indenture may be amended or
supplemented from time to time, relating to Amkor's 6 1/4% Convertible
Subordinated Notes due December 1, 2013.

Convertible Subordinated Notes Indentures - the Convertible
Subordinated Notes (2006) Indenture, the Convertible Subordinated Notes
(2007) Indenture, and the Convertible Subordinated Notes (2013) Indenture.

Copyright Security Agreement - each copyright security agreement
pursuant to which an Obligor grants to the Agent, for the benefit of the
Secured Parties, a Lien on such Obligor's interests in copyrights, as
security for the Obligations.

Credit Facilities - with respect to Amkor or any Subsidiary, one or
more debt facilities or commercial paper facilities with banks or other
institutional lenders providing for revolving credit loans, term loans,
notes, receivables financing (including through the sale of receivables to
such lenders or to special purpose entities formed to borrow from such
lenders against such receivables) or letters of credit, in each case, as
amended, restated, modified, renewed, refunded, replaced or refinanced in
whole or in part from time to time.

CWA - the Clean Water Act (33 U.S.C. Sections 1251 et seq.).

Default - an event or condition that, with the lapse of time or
giving of notice, would constitute an Event of Default.

LOAN AND SECURITY AGREEMENT
Page 11

Default Rate - for any Obligation (including, to the extent
permitted by law, interest not paid when due), 2.00%, plus the interest
rate otherwise applicable thereto.

Deposit Account - as defined in the UCC.

Deposit Account Control Agreements - an agreement (a) in form and
substance satisfactory to the Agent, (b) between the Agent and a
depository institution which maintains a Deposit Account for a Borrower,
and (c) which establishes control of such Deposit Account for purposes of
perfection of the Agent's Lien in such Deposit Account and the funds held
therein.

Designated Account - a deposit account of the Borrowers established
with the Agent or an Affiliate of the Agent, into which the Agent shall
fund Revolving Loans hereunder.

Disqualified Stock - any Equity Interest that, by its terms (or by
the terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder thereof), or upon
the happening of any event, matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise, or redeemable at the option of
the holder thereof, in whole or in part, on or prior to the date that is
91 days after the Termination Date. Notwithstanding the preceding
sentence, any Equity Interest that would constitute Disqualified Stock
solely because the holders thereof have the right to require Amkor to
repurchase such Equity Interest upon the occurrence of a change of control
or an asset sale shall not constitute Disqualified Stock if the terms of
such Equity Interest provide that Amkor may not repurchase or redeem any
such Equity Interest pursuant to such provisions unless such repurchase or
redemption complies with Section 10.2.2.

Distribution - (a) any declaration or payment of a distribution,
interest, or dividend on any Equity Interest (other than payment-in-kind);
(b) any distribution, advance, or repayment of Indebtedness to a holder of
Equity Interests; or (c) any purchase, redemption, or other acquisition or
retirement for value of any Equity Interest.

Document - as defined in the UCC.

Documentation Agent - Wachovia Capital Finance Corporation
(Western), a California corporation.

Dollars - lawful money of the United States.

Domestic Subsidiary - a Restricted Subsidiary that is (a) formed
under the laws of the United States or a state or territory thereof or (b)
as of the date of determination, treated as a domestic entity or a
partnership or a division of a domestic entity for United States federal
income tax purposes, and, in either case, is not owned, directly or
indirectly, by an entity that is not described in clause (a) or clause (b)
preceding.

LOAN AND SECURITY AGREEMENT
Page 12

Dominion Account - a special account established by the Borrowers at
Bank of America or another bank acceptable to the Agent, over which,
subject to the terms of Section 8.2.4, the Agent has exclusive control for
withdrawal purposes.

Eligible Account - an Account owing to a Borrower, excluding
Accounts owing to Unitive and to UEI until the Agent has completed an
audit and field examination with respect to such Accounts to its
satisfaction, that arises in the Ordinary Course of Business from the sale
of goods or rendition of services, is payable in Dollars and is deemed by
the Agent, in its reasonable credit judgment, to be an Eligible Account.
Without limiting the foregoing, no Account shall be an Eligible Account if
(a) it is unpaid for more than 60 days after the original due date, or
more than 90 days after the original invoice date, (b) 50.0% or more of
the Accounts owing by the Account Debtor are not Eligible Accounts or
Eligible Foreign Accounts under any other provision of this definition or
the definition of Eligible Foreign Accounts, (c) when aggregated with
other Accounts owing by the Account Debtor and its Affiliates, it exceeds
15.0% of the aggregate Eligible Accounts and Eligible Foreign Accounts (or
such higher percentage as the Agent, with the consent of the Requisite
Lenders, may establish for the Account Debtor and its Affiliates from time
to time), (d) it does not conform with a covenant or representation
herein, (e) it is owing by a creditor or supplier, or is otherwise subject
to a offset, counterclaim, dispute, deduction, discount, recoupment,
reserve, defense, chargeback, credit, or allowance (but ineligibility
shall be limited to the amount thereof), (f) an Insolvency Proceeding has
been commenced by or against the Account Debtor, or the Account Debtor has
failed, has suspended, or ceased doing business, is liquidating,
dissolving, or winding up its affairs, or is not Solvent, (g) the Account
Debtor is organized or has its principal offices or assets outside the
United States, (h) it is owing by a Government Authority, (i) it is not
subject to a duly perfected, first priority Lien in favor of the Agent, or
is subject to any other Lien (except a Permitted Accounts Lien), (j) the
goods giving rise to it have not been delivered to and accepted by the
Account Debtor, the services giving rise to it have not been accepted by
the Account Debtor, or it otherwise does not represent a final sale, (k)
it is evidenced by Chattel Paper or an Instrument of any kind, or has been
reduced to judgment, (l) its payment has been extended, the Account Debtor
has made a partial payment, or it arises from a sale on a cash-on-delivery
basis, (m) it arises from a sale to an Affiliate, or from a sale on a
bill-and-hold, guaranteed sale, sale-or-return, sale-on-approval,
consignment, or other repurchase or return basis, (n) it represents a
progress billing or retainage, (o) it includes a billing for interest,
fees, or late charges, but ineligibility shall be limited to the extent of
such billing, or (p) it arises from a retail sale to a Person who is
purchasing for personal, family, or household purposes.

Eligible Assignee - a Person that is (a) a Lender, a United
States-based Affiliate of a Lender, or an Approved Fund, (b) any other
financial institution approved by the Agent and the Borrower Agent (which
approval by the Borrower Agent shall not be unreasonably withheld or
delayed, and shall be deemed given if no objection is made within two
Business Days after notice of the proposed assignment), that is organized
under the laws of the United States or any state or district thereof, has
total assets in excess of $5,000,000,000, extends asset-based lending
facilities in its ordinary course of business, and whose becoming an
assignee would not constitute a prohibited transaction 

LOAN AND SECURITY AGREEMENT
Page 13

under Section 4975 of ERISA or any other Applicable Law, and (c) during
any Event of Default, any Person acceptable to the Agent in its
discretion.

Eligible Foreign Account - an Account owing to a Borrower, excluding
Accounts owing to Unitive and to UEI until the Agent has completed an
audit and field examination with respect to such Accounts to its
satisfaction, from an Account Debtor that is organized or has its
principal offices or assets outside the United States, that (a) arises in
the Ordinary Course of Business from the sale of goods or rendition of
services, (b) is payable in Dollars, (c) is owing from an Account Debtor
listed on Schedule 1.1B or is owing from an Account Debtor acceptable to
the Agent and the Requisite Lenders, each in their discretion, (d) meets
all of the requirements in clause (a) through clause (p) of the definition
of Eligible Accounts other than clause (g) thereof, and (e) is deemed by
the Agent, with the consent of the Requisite Lenders, each in their
reasonable credit judgment, to be an Eligible Foreign Account; provided
that, in any event, without the consent of the Agent and the Requisite
Lenders, any such Accounts owing from the Account Debtors specified in
Part II of Schedule 1.1B, or any of their respective Affiliates when
aggregated with other Accounts owing by such Account Debtors and their
respective Affiliates which exceed 10.0% of the aggregate Eligible
Accounts and Eligible Foreign Accounts shall not be Eligible Foreign
Accounts.

Enforcement Action - any action to enforce any Obligations or Loan
Documents or to realize upon any Collateral (whether by judicial action,
self-help, notification of Account Debtors, exercise of setoff or
recoupment, or otherwise).

Environmental Laws - all Applicable Laws (including all programs,
permits, and guidance promulgated by regulatory agencies), relating to
public health (but excluding occupational safety and health, to the extent
regulated by OSHA) or the protection or pollution of the environment,
including CERCLA, RCRA, and CWA.

Environmental Notice - any written notice from any Governmental
Authority of any possible noncompliance with, investigation of a possible
violation of, litigation relating to, or potential fine or liability under
any Environmental Law, or with respect to any Environmental Release,
environmental pollution or hazardous materials, including any complaint,
summons, citation, order, claim, demand or request for correction,
remediation, or otherwise.

Environmental Release - a release as defined in CERCLA or under any
other Environmental Law.

Equipment - as defined in the UCC, including all machinery,
apparatus, equipment, fittings, furniture, fixtures, motor vehicles, and
other tangible personal Property (other than Inventory), and all parts,
accessories, and special tools therefor, and accessions thereto.

Equity Interest - the interest of any (a) shareholder in a
corporation, (b) partner in a partnership (whether general, limited,
limited liability, or joint venture), (c) member in a limited liability
company, (d) any Person holding warrants, options, or other rights to

LOAN AND SECURITY AGREEMENT
Page 14

acquire any equity security or ownership interest (but excluding any debt
security that is convertible into, or exchangeable for, any equity
security or ownership interest), or (e) other Person having any other form
of equity security or ownership interest that confers on a Person the
right to receive a share of the profits and losses of, or distributions of
assets of, the issuing Person.

ERISA - the Employee Retirement Income Security Act of 1974.

Event of Default - as defined in Section 11.

Exchange Act - the Securities Exchange Act of 1934.

Excluded Domestic Subsidiaries - Guardian Assets, Inc., a Delaware
corporation, Amkor International Holdings, a company organized under the
laws of the Cayman Islands (also existing as Amkor International Holdings,
LLC, a Delaware limited liability company), Amkor Technology Limited, a
company organized under the laws of the Cayman Islands, P-Four, Inc., a
company organized under the laws of the Philippines (also existing as
P-Four, LLC, a Delaware limited liability company), and Amkor Technology
Philippines, Inc., a corporation organized under the laws of the
Philippines.

Excluded Taxes - Taxes on the overall net income or gross receipts
of a Lender imposed by the jurisdiction in which such Lender's principal
executive office is located.

Existing Indebtedness - Indebtedness of Amkor and its Restricted
Subsidiaries in existence on the date of this Agreement, until such
amounts are repaid.

Extraordinary Expenses - all costs, expenses, or advances that the
Agent may incur during a Default or Event of Default, or during the
pendency of an Insolvency Proceeding of an Obligor, including those
relating to (a) any audit, inspection, repossession, storage, repair,
appraisal, insurance, manufacture, preparation or advertising for sale,
sale, collection, or other preservation of or realization upon any
Collateral, (b) any action, arbitration, or other proceeding (whether
instituted by or against the Agent, any Lender, any Obligor, any
representative of creditors of an Obligor, or any other Person) in any way
relating to any Collateral (including the validity, perfection, priority,
or avoidability of the Agent's Liens with respect to any Collateral), any
Loan Documents, or the validity, allowance, or amount of any Obligations,
including any lender liability or other Claims asserted against the Agent
or any Lender, (c) the exercise, protection, or enforcement of any rights
or remedies of the Agent in, or the monitoring of, any Insolvency
Proceeding, (d) settlement or satisfaction of any taxes, charges, or Liens
with respect to any Collateral, (e) any Enforcement Action, (f)
negotiation and documentation of any modification, waiver, workout,
restructuring, or forbearance with respect to any Loan Documents or
Obligations, or (g) Protective Advances. Such costs, expenses, and
advances include transfer fees, taxes, storage fees, insurance costs,
permit fees, utility reservation and standby fees, legal fees, appraisal
fees, brokers' fees and commissions, auctioneers' fees and commissions,
accountants' fees, environmental study fees, wages and salaries paid to
employees of any Obligor or independent contractors in liquidating any
Collateral, and travel expenses.

LOAN AND SECURITY AGREEMENT
Page 15

Federal Funds Rate - a fluctuating interest rate per annum equal to
the weighted average of the rates on overnight federal funds transactions
among members of the Federal Reserve System arranged by federal funds
brokers, as published for the applicable day (or, if not a Business Day,
for the preceding Business Day) by the Federal Reserve Bank of New York,
or if such rate is not so published, the average of the quotations for
such day on such transactions as determined by the Agent.

Fee Letter - the fee letter agreement, dated as of the Closing Date,
between the Agent and the Borrowers.

Fiscal Quarter - each period of three months, the first of such
periods commencing on the first day of a Fiscal Year.

Fiscal Year - the fiscal year of the Borrowers and the Subsidiaries
for accounting and tax purposes, ending on December 31 of each year.

FLSA - the Fair Labor Standards Act of 1938.

Foreign Lender - any Lender that is organized under the laws of a
jurisdiction other than the laws of the United States, or any state or
district thereof.

Foreign Plan - any employee benefit plan or arrangement maintained
or contributed to by any Obligor or Subsidiary that is not subject to the
laws of the United States, or any employee benefit plan or arrangement
mandated by a government other than the United States for employees of any
Obligor or Subsidiary.

Foreign Subsidiary - a Subsidiary of Amkor that is not a Domestic
Subsidiary.

Foundry Agreement - that certain Foundry Agreement, dated as of
January 1, 1998, among Amkor, its predecessor company (Amkor
Electronics, Inc.), Amkor Technology Limited (f/k/a C.I.L. Limited),
Anam Semiconductor, Inc., and Anam USA, Inc., as the same may be
extended or renewed from time to time without alteration of the
material terms thereof.

Full Payment - with respect to any Obligations, (a) the full and
indefeasible cash payment thereof, including all interest, fees, and other
charges under any Loan Documents and including those accruing during an
Insolvency Proceeding (whether or not allowed in the proceeding), (b) if
such Obligations are LC Obligations or inchoate or contingent in nature,
Cash Collateralization thereof, and (c) a release of any Claims of the
Obligors against the Agent, the Lenders, and the Issuing Bank arising on
or before the payment date. The Revolving Loans shall not be deemed to
have been paid in full until the Revolving Commitments have expired or
been terminated.

GAAP - generally accepted accounting principles in the United States
in effect from time to time.

General Intangibles - as defined in the UCC, including choses in
action, causes of action, contract rights, company or other business
records, inventions, blueprints, designs, 

LOAN AND SECURITY AGREEMENT
Page 16

patents, patent applications, trademarks, trademark applications, trade
names, trade secrets, service marks, goodwill, brand names, copyrights,
registrations, licenses, franchises, customer lists, permits, tax refund
claims, computer programs, operational manuals, internet addresses and
domain names, insurance refunds and premium rebates, all rights to
indemnification, and all other intangible Property of any kind.

Goods - as defined in the UCC.

Governmental Approvals - all authorizations, consents, approvals,
licenses and exemptions of, registrations and filings with, and required
reports to, all Governmental Authorities.

Governmental Authority - any federal, state, municipal, foreign, or
other governmental department, agency, commission, board, bureau, court,
tribunal, instrumentality, political subdivision, or other entity or
officer exercising executive, legislative, judicial, regulatory, or
administrative functions for or pertaining to any government or court, in
each case whether associated with the United States, a state, district, or
territory thereof, or a foreign entity or government.

Guarantee - a guarantee other than by endorsement of negotiable
instruments for collection in the ordinary course of business, direct or
indirect, in any manner including, through letters of credit or
reimbursement agreements in respect thereof, of all or any part of any
Indebtedness.

Guarantor Payment - as defined in Section 5.11.3.

Guarantors - Amkor, Unitive, UEI, and each other Person who
guarantees payment or performance of any Obligations.

Guaranty - each guaranty agreement executed by a Guarantor in favor
of the Agent.

Hedging Agreement - any transaction that provides for an interest
rate, foreign exchange, currency, commodity, credit, or equity swap, cap,
floor, collar, option, forward, cross right or obligation, or combination
thereof, or any transaction of a similar nature.

Hedging Obligations - with respect to any Person, the indebtedness,
liabilities, and obligations of such Person under Hedging Agreement.

Indebtedness - with respect to any Person, any indebtedness of such
Person, including Contingent Obligations, in respect of (a) borrowed
money, (b) bonds, notes, debentures, or similar instruments or letters of
credit (or reimbursement agreements in respect thereof), (c) banker's
acceptances, (d) Capital Lease Obligations, (e) the balance deferred and
unpaid of the purchase price of any property, except any such balance that
constitutes an accrued expense or trade payable, and (f) Hedging
Obligations, if and to the extent any of such indebtedness (other than
letters of credit and Hedging Obligations) would appear as a liability on
a balance sheet of the specified Person prepared in 

LOAN AND SECURITY AGREEMENT
Page 17

accordance with GAAP. With respect to the Borrowers, all Obligations,
other than Bank Product Debt not covered by clause (a) through clause (f)
preceding, shall be included in the term "Indebtedness". In addition, the
term "Indebtedness" includes all Indebtedness of others secured by a Lien
on any asset of the specified Person (whether or not such Indebtedness is
assumed by the specified Person measured as the lesser of the fair market
value of the assets of such Person so secured or the amount of such
Indebtedness) and, to the extent not otherwise included, the Guarantee by
such Person of any indebtedness of any other Person. The amount of any
Indebtedness outstanding as of any date shall be the accreted value
thereof, in the case of any Indebtedness issued with original issue
discount. In addition, the amount of any Indebtedness shall also include
the amount of all obligations of such Person with respect to the
redemption, repayment or other repurchase of any Disqualified Stock or,
with respect to any Restricted Subsidiary of Amkor, any preferred stock of
such Restricted Subsidiary.

Increase Effective Date - as defined in Section 2.1.7.

Indemnitees - the Agent Indemnitees, the Lender Indemnitees, the
Issuing Bank Indemnitees, and the Bank of America Indemnitees.

Indentures - the Convertible Subordinated Notes Indentures, the
Senior Notes Indentures, and the Senior Subordinated Notes Indenture.

Insolvency Proceeding - any case or proceeding commenced by or
against a Person under any state, federal, or foreign law for, or any
agreement of such Person to, (a) the entry of an order for relief under
the Bankruptcy Code, or any other insolvency, debtor relief, or debt
adjustment law, (b) the appointment of a receiver, trustee, liquidator,
administrator, conservator, or other custodian for such Person or any part
of its Property, or (c) an assignment or trust mortgage for the benefit of
creditors.

Instrument - as defined in the UCC.

Insurance Assignment - each collateral assignment of insurance
pursuant to which an Obligor assigns to the Agent, for the benefit of the
Secured Parties, such Obligor's rights under business interruption or
other insurance policies as the Agent deems appropriate, as security for
the Obligations.

Intellectual Property - (a) all intellectual and similar Property of
a Person, including inventions, designs, patents, patent applications,
copyrights, trademarks, service marks, trade names, trade secrets,
confidential or proprietary information, customer lists, know-how,
software, and databases; (b) all embodiments or fixations thereof and all
related documentation, registrations, and franchises; (c) all books and
records describing or used in connection with the foregoing; and (d) all
licenses or other rights to use any of the foregoing.

Intellectual Property Claim - any claim or assertion (whether in
writing, by suit, or otherwise) that a Borrower's or a Subsidiary's
ownership, use, marketing, sale, or distribution of any Inventory,
Equipment, Intellectual Property, or other Property violates another
Person's Intellectual Property.

LOAN AND SECURITY AGREEMENT
Page 18

Intellectual Property Rights Licensing Agreement - that certain
Intellectual Property Rights Licensing Agreement, dated as of May 6, 1999,
by and between Amkor and Anam Semiconductor, Inc. in connection with the
Asset Purchase Agreement, as such agreement may be extended or renewed
from time to time without alteration of the material terms thereof.

Intercreditor Agreement - the Intercreditor Agreement, dated
concurrently herewith, among the Agent (as the "Senior Agent" thereunder),
for the benefit of the Agent and the Lenders (as the holders of the
"Senior Obligations" thereunder), Citicorp North America, Inc. (in its
capacities as the administrative agent and collateral agent for the
"Junior Parties" (as defined therein), Amkor, Unitive, and UEI (Amkor,
Unitive, and UEI each being party thereto as a "Borrower" (as defined
therein) and a "Loan Party" (as defined therein)), in form and substance
satisfactory to the Agent.

Interest Period - as defined in Section 3.1.3.

Inventory - as defined in the UCC, including (a) all goods intended
for sale, lease, display, or demonstration, (b) all work in process, and
(c) all raw materials, and other materials and supplies of any kind that
are or could be used in connection with the manufacture, printing,
packing, shipping, advertising, sale, lease, or furnishing of such goods,
or otherwise used or consumed in a Borrower's business (but excluding
Equipment).

Investments - with respect to any Person, all investments by such
Person in other Persons (including Affiliates) in the form of direct or
indirect loans (including Guarantees of Indebtedness or other
obligations), advances or capital contributions (excluding commission,
travel, and similar advances to officers and employees made in the
ordinary course of business), purchases or other acquisitions for
consideration of Indebtedness, Equity Interests or other securities,
together with all items that are or would be classified as investments on
a balance sheet prepared in accordance with GAAP. If Amkor or any
Restricted Subsidiary of Amkor sells or otherwise disposes of any Equity
Interests of any direct or indirect Restricted Subsidiary of Amkor such
that, after giving effect to any such sale or disposition, such Person is
no longer a Restricted Subsidiary of Amkor, Amkor shall be deemed to have
made an Investment on the date of any such sale or disposition equal to
the fair market value of the Equity Interests of such Restricted
Subsidiary not sold or disposed of in an amount determined as provided in
Section 10.2.2.

Investment Property - as defined in the UCC, including all
securities (whether certificated or uncertificated), security
entitlements, securities accounts, commodity contracts, and commodity
accounts.

Issuing Bank - Bank of America or an Affiliate of Bank of America.

Issuing Bank Indemnitees - the Issuing Bank and its officers,
directors, employees, Affiliates, agents, and attorneys.

LC Application - an application by the Borrower Agent to the Issuing
Bank for issuance of a Letter of Credit, in form and substance
satisfactory to the Issuing Bank.

LOAN AND SECURITY AGREEMENT
Page 19

LC Conditions - the following conditions necessary for issuance of a
Letter of Credit: (a) each of the conditions set forth in Section 6; (b)
after giving effect to such issuance, total LC Obligations do not exceed
$25,000,000, no Overadvance exists and, if no Revolving Loans are
outstanding, the LC Obligations do not exceed the Borrowing Base (without
giving effect to the LC Reserve for purposes of this calculation); (c) the
expiration date of such Letter of Credit is (i) no more than 365 days from
the date of issuance and (ii) at least 20 Business Days prior to the
Termination Date; (d) the Letter of Credit and payments thereunder are
denominated in Dollars; and (e) the form of the proposed Letter of Credit
is satisfactory to the Agent and the Issuing Bank in their discretion.

LC Documents - all documents, instruments, and agreements (including
LC Requests and LC Applications) delivered by the Borrowers or any other
Person to the Issuing Bank or the Agent in connection with issuance,
amendment, or renewal of, or payment under, any Letter of Credit.

LC Obligations - the sum (without duplication) of (a) all amounts
owing by the Borrowers for any drawings under Letters of Credit, (b) the
aggregate undrawn amount of all outstanding Letters of Credit, and (c) all
fees and other amounts owing with respect to Letters of Credit.

LC Request - a Letter of Credit Request from the Borrowers to the
Issuing Bank in form acceptable to the Issuing Bank in its discretion.

LC Reserve - the aggregate of all LC Obligations, other than (a)
those that have been Cash Collateralized and (b) if no Event of Default
exists, those constituting charges owing solely to the Issuing Bank.

Lender Indemnitees - the Lenders and their officers, directors,
employees, Affiliates, agents, and attorneys.

Lenders - as defined in the introductory paragraph of this
Agreement, including the Agent in its capacity as a provider of Agent
Advances and any other Person who hereafter becomes a "Lender" pursuant to
an Assignment and Acceptance.

Letter of Credit - any standby letter of credit issued by the
Issuing Bank for the account of a Borrower, or any indemnity, guarantee,
exposure transmittal memorandum, or similar form of credit support issued
by the Agent or the Issuing Bank for the benefit of a Borrower.

Letter-of-Credit Right - as defined in the UCC.

LIBOR Revolving Loan - a Revolving Loan that bears interest based on
Adjusted LIBOR.

License - any license or agreement under which an Obligor is
authorized to use Intellectual Property in connection with any
manufacture, marketing, distribution, or disposition of Collateral, any
use of Property or any other conduct of its business.

LOAN AND SECURITY AGREEMENT
Page 20

Licensor - any Person from whom an Obligor obtains the right to use
any Intellectual Property.

Lien - any Person's interest in Property securing an obligation owed
to, or a claim by, such Person, whether such interest is based on common
law, statute, or contract, including liens, security interests, pledges,
hypothecations, statutory trusts, reservations, exceptions, encroachments,
easements, rights-of-way, covenants, conditions, restrictions, leases, and
other title exceptions and encumbrances affecting Property.

Lien Waiver - an agreement, in form and substance satisfactory to
the Agent, by which (a) for any material Collateral located on leased
premises, the lessor waives or subordinates any Lien it may have on the
Collateral, and agrees to permit the Agent to enter upon the premises and
remove the Collateral or to use the premises to store or dispose of the
Collateral, (b) for any Inventory held by a warehouseman, processor, or
freight forwarder, such Person waives or subordinates any Lien it may have
on the Inventory, agrees to hold any Documents in its possession relating
to the Inventory as agent for the Agent, and agrees to deliver the
Inventory to the Agent upon request, (c) for any Collateral held by a
bailee, such bailee acknowledges the Agent's Lien, waives or subordinates
any Lien such bailee may have on the Collateral, and agrees to deliver the
Collateral to the Agent upon request, and (d) for any Collateral subject
to a Licensor's Intellectual Property rights, the Licensor grants to the
Agent the right, vis-a-vis such Licensor, to enforce the Agent's Liens
with respect to the Collateral, including the right to dispose of the
Collateral with the benefit of the Intellectual Property, whether or not a
default exists under any applicable License.

Loan Account - the loan account established by each Lender on its
books pursuant to Section 5.8.

Loan Documents - this Agreement, the Other Agreements, and the
Security Documents.

Loan Year - each calendar year commencing on the Closing Date and
each anniversary of the Closing Date.

Margin Stock - as defined in Regulation U of the Board of Governors.

Material Adverse Effect - the effect of any event or circumstance
that, taken alone or in conjunction with other related events or
circumstances, has a material adverse effect on (a) the business,
operations, Properties, or condition (financial or otherwise) of any
Obligor, on the value of any material Collateral, on the enforceability of
any Loan Documents, or on the validity or priority of the Agent's Liens on
any Collateral, (b) the ability of any Obligor to perform any obligations
under the Loan Documents, including repayment of any Obligations, or (c)
the ability of the Agent or any Lender to enforce or collect any
Obligations or to realize upon any Collateral.

Material Contract - any agreement or arrangement to which a Borrower
is party (other than the Loan Documents) (a) that is deemed to be a
material contract under any securities law applicable to such Obligor,
including the Securities Act of 1933, (b) for 

LOAN AND SECURITY AGREEMENT
Page 21

which breach, termination, nonperformance, or failure to renew could
reasonably be expected to have a Material Adverse Effect, or (c) that
relates to the Second Lien Credit Agreement, the Senior Notes, the Senior
Subordinated Notes, the Convertible Subordinated Notes, or any other
Indebtedness of such Obligor in excess of $10,000,000.

Minimum Availability Requirement - as of any date of determination,
an amount equal to the greater of (a) 25.0% of the amount determined on
such date pursuant to clause (b)(i) of the definition of Borrowing Base or
(b) $25,000,000.

Moody's - Moody's Investors Services, Inc., and any successor
thereto.

Mortgage - a mortgage, deed of trust, or deed to secure debt, in
form and substance reasonably satisfactory to the Agent, pursuant to which
Amkor grants to the Agent, for the benefit of the Secured Parties, Liens
upon all of Amkor's right, title, and interest in the Owned Real Estate,
as security for the Obligations.

Multiemployer Plan - as defined in Section 4001(a)(3) of ERISA.

Net Income - with respect to any Person, the net income (or loss) of
such Person and its Restricted Subsidiaries, determined in accordance with
GAAP and before any reduction in respect of preferred stock dividends,
excluding, however: (a) any gain (but not loss), together with any related
provision for taxes on such gain (but not loss), realized in connection
with (i) any Asset Sale or (ii) the disposition of any securities by such
Person or any of its Restricted Subsidiaries or the extinguishment of any
Indebtedness of such Person or any of its Restricted Subsidiaries, (b) any
extraordinary gain (but not loss), together with any related provision for
taxes on such extraordinary gain (but not loss), (c) any gain or loss
relating to foreign currency translation or exchange, and (iv) any income
or loss related to any discontinued operation.

Net Proceeds - the aggregate cash proceeds received by Amkor or any
of its Restricted Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash received upon the sale or other disposition
of any non-cash consideration received in any Asset Sale), net of the
direct costs relating to such Asset Sale, including, without limitation,
legal, accounting, and investment banking fees, and sales commissions, and
any relocation expenses incurred as a result thereof, taxes paid or
payable as a result thereof, in each case after taking into account any
available tax credits or deductions and any tax sharing arrangements and
amounts required to be applied to the repayment of Indebtedness, other
than the Obligations, secured by a Lien on the asset or assets that were
the subject of such Asset Sale.

Non-Recourse Debt - Indebtedness (a) as to which neither Amkor nor
any of its Restricted Subsidiaries (i) provides credit support of any kind
(including any obligation that would constitute Indebtedness) or (ii) is
directly or indirectly liable as a guarantor or otherwise, other than in
the form of a Lien on the Equity Interests of an Unrestricted Subsidiary
held by Amkor or any Restricted Subsidiary in favor of any holder of
Non-Recourse Debt of such Unrestricted Subsidiary, (b) no default with
respect to which (including any rights that the holders thereof may have
to take enforcement action against 

LOAN AND SECURITY AGREEMENT
Page 22

an Unrestricted Subsidiary) would permit, upon notice, lapse of time, or
both, any holder of any other Indebtedness (other than the Obligations or
the Term Loan) of Amkor or any of its Restricted Subsidiaries to declare a
default on such other Indebtedness or cause the payment thereof to be
accelerated or payable prior to its stated maturity, and (c) as to which
the lenders have been notified in writing that they will not have any
recourse to the stock or assets of Amkor or any of its Restricted
Subsidiaries (other than against the Equity Interests of such Unrestricted
Subsidiary, if any).

Notes - each Revolving Note or other promissory note executed by the
Borrowers to evidence any Obligations.

Notice of Borrowing - a Notice of Borrowing to be submitted by the
Borrower Agent to request the funding of a Borrowing of Revolving Loans,
either electronically according to such procedures as may be established
by the Agent or in the form of Exhibit B.

Notice of Conversion/Continuation - a Notice of
Conversion/Continuation to be submitted by the Borrower Agent to request a
conversion or continuation of any Revolving Loans as LIBOR Revolving
Loans, either electronically according to such procedures as may be
established by the Agent or in the form of Exhibit C.

Obligations - all (a) principal of and premium, if any, on the
Revolving Loans, (b) LC Obligations and other obligations of the Obligors
with respect to Letters of Credit, (c) interest, expenses, fees, and other
sums payable by the Obligors under the Loan Documents, (d) obligations of
the Obligors under any indemnity for Claims, (e) Extraordinary Expenses,
(f) Bank Product Debt, and (g) other Indebtedness, obligations, and
liabilities of any kind owing by the Obligors pursuant to the Loan
Documents, whether now existing or hereafter arising, whether evidenced by
a note or other writing, whether allowed in any Insolvency Proceeding,
whether arising from an extension of credit, issuance of a letter of
credit, acceptance, loan, guaranty, indemnification, or otherwise, and
whether direct or indirect, absolute or contingent, due or to become due,
primary or secondary, or joint or several.

Obligor - each Borrower, Guarantor, or other Person that is liable
for payment of any Obligations or that has granted a Lien in favor of the
Agent on such Borrower's, Guarantor's, or other Person's assets to secure
any Obligations.

Officer - with respect to any Person, the chairman of the board, the
chief executive officer, the president, the chief operating officer, the
chief financial officer, the treasurer, any assistant treasurer, the
controller, the secretary, or any vice president of such Person.

Officers' Certificate - a certificate signed on behalf of Amkor by
two Officers of Amkor, one of whom must be the principal executive
officer, the principal financial officer, the treasurer or the principal
accounting officer of Amkor, in form and substance satisfactory to the
Agent.

LOAN AND SECURITY AGREEMENT
Page 23

Ordinary Course of Business - the ordinary course of business of any
Borrower or Subsidiary, consistent with past practices and undertaken in
good faith (and not for the purpose of evading any provision of a Loan
Document).

Organic Documents - with respect to any Person, its charter,
certificate, or articles of incorporation, bylaws, articles of
organization, limited liability agreement, operating agreement, members
agreement, shareholders agreement, partnership agreement, certificate of
partnership, certificate of formation, voting trust agreement, or similar
agreement or instrument governing the formation or operation of such
Person.

OSHA - the Occupational Safety and Hazard Act of 1970.

Other Agreement - each Note, LC Document, Fee Letter, Lien Waiver,
Intercreditor Agreement, Related Real Estate Document, Borrowing Base
Certificate, Compliance Certificate, financial statement, or report
delivered hereunder, that certain Postclosing Agreement executed
concurrently herewith among the Borrowers, the Lenders, and the Agent, or
any other document, instrument, or agreement (other than this Agreement, a
Security Document, or any of the items listed in clause (b) through clause
(d) of the definition of Related Real Estate Documents) now or hereafter
delivered by an Obligor or other Person to the Agent or a Lender in
connection with any transactions contemplated by the Loan Documents.

Overadvance - as defined in Section 2.1.5.

Overadvance Loan - a Base Rate Revolving Loan made when an
Overadvance exists or is caused by the funding thereof.

Owned Real Estate - that certain real property owned by Amkor
located at 1990 South Price Road, Chandler, Arizona and 3200 W. Germann
Road, Chandler, Arizona, such property being more particularly described
in Schedule 1.1D.

Participant - as defined in Section 13.2.

Patent Security Agreement - each patent security agreement pursuant
to which an Obligor grants to the Agent, for the benefit of the Secured
Parties, a Lien on such Obligor's interests in patents, as security for
the Obligations.

Patriot Act - the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001, Pub. L. No. 107-56, 115 Stat. 272 (2001).

Payment Intangible - as defined in the UCC.

Payment Item - each check, draft, or other item of payment payable
to a Borrower, including those constituting proceeds of any Collateral.

Permitted Accounts Liens - any of the following Liens: (a) Liens in
favor of the Agent; (b) Liens for Taxes not yet due or being Properly
Contested; (c) statutory Liens 

LOAN AND SECURITY AGREEMENT
Page 24

(other than Liens for Taxes or imposed under ERISA) arising in the
Ordinary Course of Business, but only if (i) payment of the obligations
secured thereby is not yet due or is being Properly Contested and (ii)
such Liens do not materially impair the value or use of the Property or
materially impair operation of the business of any Borrower or Subsidiary;
(d) Liens arising by virtue of a judgment or judicial order against any
Borrower or Subsidiary, or any Property of a Borrower or Subsidiary, as
long as such Liens are (i) in existence for less than 30 consecutive days
or being Properly Contested, and (ii) at all times junior to the Agent's
Liens; and (e) Liens to secure Indebtedness outstanding under the Second
Lien Credit Agreement.

Permitted Bank Debt - Indebtedness incurred by Amkor or any
Restricted Subsidiary other than a Foreign Subsidiary pursuant to the
Credit Facilities, any Receivables Program, any indenture, or one or more
other term loan and/or revolving credit or commercial paper facilities
(including any letter of credit subfacilities) entered into with
commercial banks and/or institutional lenders, and any replacement,
extension, renewal, refinancing or refunding thereof, but excluding the
Obligations and the Term Loan.

Permitted Business - the business of Amkor and its Subsidiaries,
taken as a whole, operated in a manner consistent with past operations,
and any business that is reasonably related thereto or supplements such
business or is a reasonable extension thereof.

Permitted Debt - as defined in Section 10.2.4(b).

Permitted Holder - each of James J. Kim and his estate, spouse,
siblings, ancestors, heirs, and lineal descendants, and spouses of any
such persons, the legal representatives of any of the foregoing, and the
trustee of any bona fide trust of which one or more of the foregoing are
the principal beneficiaries or the grantors, or any other Person that is
controlled by any of the foregoing.

Permitted Investments - (a) any Investment in Amkor or in a
Restricted Subsidiary, (b) any Investment in Cash Equivalents, (c) any
Investment by Amkor or any Restricted Subsidiary of Amkor in a Person, if
as a result of such Investment or in connection with the transaction
pursuant to which such Investment is made (i) such Person becomes a
Restricted Subsidiary of Amkor, or (ii) such Person is merged,
consolidated, or amalgamated with or into, or transfers or conveys
substantially all of its assets to, or is liquidated into, Amkor or a
Restricted Subsidiary of Amkor, (d) any Investment made as a result of the
receipt of non-cash consideration from an Asset Sale that was made
pursuant to and in compliance with Section 10.2.5, (e) any acquisition of
assets solely in exchange for the issuance of Equity Interests (other than
Disqualified Stock) of Amkor, (f) any Investment in connection with
Hedging Obligations, (g) any Investments received (i) in satisfaction of
judgments or (ii) as payment on a claim made in connection with any
bankruptcy, liquidation, receivership, or other insolvency proceeding, (h)
Investments in (i) prepaid expenses and negotiable instruments held for
collection, (ii) accounts receivable arising in the Ordinary Course of
Business (and Investments obtained in exchange or settlement of accounts
receivable for which Amkor 

LOAN AND SECURITY AGREEMENT
Page 25

or any Restricted Subsidiary has determined that collection is not
likely), and (iii) lease, utility, and worker's compensation, performance,
and other similar deposits arising in the Ordinary Course of Business, (i)
any Strategic Investment; provided that the aggregate amount of all
Investments by Amkor and any Restricted Subsidiaries in Strategic
Investments shall not exceed $100,000,000, and (j) Investments purchased
or received in exchange for Permitted Investments existing as of the
Closing Date or made thereafter; provided that any additional
consideration provided by Amkor or any Restricted Subsidiary in such
exchange shall not be permitted pursuant to this clause (j); and provided,
further, that such purchased or exchanged Investments shall have a fair
market value (as determined by an Officer of Amkor unless such fair market
value exceeds $25,000,000 in which case, as determined by the board of
directors) equal to or exceeding the Permitted Investments exchanged
therefor; provided, further, that, notwithstanding the preceding, any
extension of credit or advance by Amkor or any of its Subsidiaries to a
customer or supplier of Amkor or its Subsidiaries shall not be a Permitted
Investment.

Permitted Liens - the following Liens on property of any Borrower
(a) Liens on the assets, excluding the Collateral, of any such Borrower
securing Permitted Bank Debt that was permitted by the terms of this
Agreement and the Second Lien Credit Agreement to be incurred and/or
securing the "Obligations" (as defined in the Second Lien Credit
Agreement); provided that such Liens securing Permitted Bank Debt shall be
Permitted Liens pursuant to this clause (a) only if, on the date of
incurrence of (i) any Permitted Bank Debt secured by such Liens or (ii)
any such Lien securing Permitted Bank Debt existing as of the closing date
of the Second Lien Credit Agreement, the outstanding aggregate principal
amount of all such Permitted Bank Debt and the "Obligations" (as defined
in the Second Lien Credit Agreement) which are secured by such Liens (of
any priority), other than Liens referred to in clause (ii) through clause
(xxi) of the definition of "Permitted Liens" in the Second Lien Credit
Agreement, granted by Amkor and its Restricted Subsidiaries does not
exceed, on a pro forma basis after giving effect to such incurrence, the
product of 2.25 times the Consolidated Cash Flow for Amkor's most recently
ended four full Fiscal Quarters for which internal financial statements
are available immediately preceding the date on which such Permitted Bank
Debt or such Lien is incurred, (b) Liens on the assets of any Foreign
Subsidiary securing Indebtedness and other obligations under Indebtedness
of such Foreign Subsidiary that were permitted by the terms of this
Agreement and the Second Lien Credit Agreement to be incurred, (c) Liens
in favor of Amkor or any Restricted Subsidiary; provided that any such
Lien on property of any Borrower shall not extend to any Collateral, (d)
Liens on property of a Person existing at the time such Person is merged
with or into or consolidated with any Borrower; provided that such Liens
were not incurred in contemplation of such merger or consolidation and do
not extend to any assets which constitute Collateral, (e) Liens on
property existing at the time of acquisition thereof by any Borrower;
provided that such Liens were not incurred in contemplation of such
acquisition and do not extend to any assets which constitute Collateral,
(f) Liens to secure the performance of statutory obligations, surety or
appeal bonds, performance bonds, or other obligations of a like nature
incurred in the Ordinary Course of Business, (g) Liens to secure
obligations in respect of Indebtedness (including Capital Lease
Obligations) permitted by Section 10.2.4(b)(iv) covering only the assets
acquired with such Indebtedness, including 

LOAN AND SECURITY AGREEMENT
Page 26

accessions, additions, parts, attachments, improvements, fixtures,
leasehold improvements, or proceeds, if any, related thereto, (h) Liens
existing on the closing date of the Second Lien Credit Agreement,
excluding Liens on Collateral other than the Owned Real Property, other
than those securing Permitted Bank Debt and "Obligations" (as defined in
the Second Lien Credit Agreement), (i) Liens for taxes, assessments, or
governmental charges or claims that are not yet delinquent or that are
being Properly Contested, (j) Liens imposed by law or arising by operation
of law, including, landlords', mechanics', carriers', warehousemen's,
materialmen's, suppliers', and vendors' Liens, Liens for master's and
crew's wages and other similar Liens, in each case which are incurred in
the Ordinary Course of Business for sums not yet delinquent or being
Properly Contested, (k) Liens incurred or pledges and deposits made in the
Ordinary Course of Business in connection with workers' compensation and
unemployment insurance and other types of social security, (l) Liens to
secure any extension, renewal, refinancing, or refunding (or successive
extensions, renewals, refinancings, or refundings), in whole or in part,
of any Indebtedness secured by Liens referred to in clause (d), clause
(e), clause (g), and clause (h) of this definition; provided that such
Liens do not extend to any other property of any Borrower and the
principal amount of the Indebtedness secured by such Lien is not
increased, (m) judgment Liens not giving rise to an Event of Default so
long as such Lien is adequately bonded and any appropriate legal
proceedings that may have been initiated for the review of such judgment,
decree, or order shall not have been finally terminated or the period
within which such proceedings may be initiated shall not have expired, (n)
Liens on property of a Borrower other than Collateral securing obligations
of a Borrower under Hedging Obligations permitted by Section
10.2.4(b)(vii) or any collateral for the Indebtedness to which such
Hedging Obligations relate, (p) Liens upon specific items of inventory or
other goods and proceeds securing such Borrower's obligations in respect
of banker's acceptances issued or credited for the account of such
Borrower to facilitate the purchase, shipment, or storage of such
inventory or goods, (q) Liens securing reimbursement obligations with
respect to commercial letters of credit which encumber documents and other
property relating to such letters of credit and products and proceeds
thereof, (r) Liens arising out of consignment or similar arrangements for
the sale of goods in the Ordinary Course of Business, (s) Liens in favor
of customs and revenue authorities arising as a matter of law to secure
payment of customs duties in connection with the importation of goods, (t)
Liens on property of a Borrower other than the Collateral securing other
Indebtedness not exceeding $10,000,000 at any time outstanding, (u) Liens
securing Permitted Refinancing Indebtedness, provided that such Liens do
not extend to any other property of such Borrower and the principal amount
of such Indebtedness secured by such Lien is not increased, (v) Liens on
the Equity Interests of Unrestricted Subsidiaries securing obligations of
Unrestricted Subsidiaries not otherwise prohibited by this Agreement and
the Second Lien Credit Agreement, and (w) the Liens specified in Schedule
1.1C.

Permitted Other Liens - the following Liens on property of any of
Amkor's Subsidiaries which is not a Borrower (a) Liens on the assets of
any such Restricted Subsidiary securing Permitted Bank Debt that was
permitted by the terms of this Agreement and the Second Lien Credit
Agreement to be incurred and/or securing the "Obligations" (as defined in
the Second Lien Credit Agreement); provided that such Liens securing
Permitted Bank Debt shall be Permitted Other Liens pursuant to this 

LOAN AND SECURITY AGREEMENT
Page 27

clause (a) only if, on the date of incurrence of (i) any Permitted Bank
Debt secured by such Liens or (ii) any such Lien securing Permitted Bank
Debt existing as of the closing date of the Second Lien Credit Agreement,
the outstanding aggregate principal amount of all such Permitted Bank Debt
and the "Obligations" (as defined in the Second Lien Credit Agreement)
which are secured by such Liens (of any priority), other than Liens
referred to in clause (ii) through clause (xxi) of the definition of
"Permitted Liens" in the Second Lien Credit Agreement, granted by Amkor
and its Restricted Subsidiaries does not exceed, on a pro forma basis
after giving effect to such incurrence, the product of 2.25 times the
Consolidated Cash Flow for Amkor's most recently ended four full Fiscal
Quarters for which internal financial statements are available immediately
preceding the date on which such Permitted Bank Debt or such Lien is
incurred, (b) Liens on the assets of any Foreign Subsidiary securing
Indebtedness and other obligations under Indebtedness of such Foreign
Subsidiary that were permitted by the terms of this Agreement and the
Second Lien Credit Agreement to be incurred, (c) Liens in favor of Amkor
or any Restricted Subsidiary, (d) Liens on property of a Person existing
at the time such Person is merged with or into or consolidated with any
Subsidiary of Amkor which is not a Borrower; provided that such Liens were
not incurred in contemplation of such merger or consolidation and do not
extend to any assets other than those of the Person merged into or
consolidated with such Subsidiary, (e) Liens on property existing at the
time of acquisition thereof by any Restricted Subsidiary of Amkor which is
not a Borrower; provided that such Liens were not incurred in
contemplation of such acquisition, (f) Liens to secure the performance of
statutory obligations, surety or appeal bonds, performance bonds, or other
obligations of a like nature incurred in the Ordinary Course of Business,
(g) Liens to secure obligations in respect of Indebtedness (including
Capital Lease Obligations) permitted by Section 10.2.4(b)(iv) covering
only the assets acquired with such Indebtedness, including accessions,
additions, parts, attachments, improvements, fixtures, leasehold
improvements, or proceeds, if any, related thereto, (h) Liens existing on
the closing date of the Second Lien Credit Agreement other than those
securing Permitted Bank Debt and "Obligations" (as defined in the Second
Lien Credit Agreement) (i) Liens securing obligations of a Restricted
Subsidiary of Amkor that is not a Borrower in respect of any Receivables
Program, (j) Liens for taxes, assessments, or governmental charges or
claims that are not yet delinquent or that are being Properly Contested,
(k) Liens imposed by law or arising by operation of law, including,
landlords', mechanics', carriers', warehousemen's, materialmen's,
suppliers', and vendors' Liens, Liens for master's and crew's wages and
other similar Liens, in each case which are incurred in the Ordinary
Course of Business for sums not yet delinquent or being Properly
Contested, (l) Liens incurred or pledges and deposits made in the Ordinary
Course of Business in connection with workers' compensation and
unemployment insurance and other types of social security, (m) Liens to
secure any extension, renewal, refinancing, or refunding (or successive
extensions, renewals, refinancings, or refundings), in whole or in part,
of any Indebtedness secured by Liens referred to in clause (d), clause
(e), clause (g), and clause (h) of this definition; provided that such
Liens do not extend to any other property of any Restricted Subsidiary of
Amkor and the principal amount of the Indebtedness secured by such Lien is
not increased, (n) judgment Liens not giving rise to an Event of Default
so long as such Lien is adequately bonded and any appropriate legal
proceedings that may have been initiated for the review of such judgment,
decree, or order shall not have been finally terminated 

LOAN AND SECURITY AGREEMENT
Page 28

or the period within which such proceedings may be initiated shall not
have expired, (o) Liens securing obligations of a Restricted Subsidiary of
Amkor that is not a Borrower under Hedging Obligations permitted by
Section 10.2.4(b)(vii) or any collateral for the Indebtedness to which
such Hedging Obligations relate, (p) Liens upon specific items of
inventory or other goods and proceeds securing such Restricted Subsidiary
of Amkor's which is not a Borrower obligations in respect of banker's
acceptances issued or credited for the account of such Restricted
Subsidiary of Amkor which is not a Borrower to facilitate the purchase,
shipment, or storage of such inventory or goods, (q) Liens securing
reimbursement obligations with respect to commercial letters of credit
which encumber documents and other property relating to such letters of
credit and products and proceeds thereof, (r) Liens arising out of
consignment or similar arrangements for the sale of goods in the Ordinary
Course of Business, (s) Liens in favor of customs and revenue authorities
arising as a matter of law to secure payment of customs duties in
connection with the importation of goods, (t) Liens securing other
Indebtedness not exceeding $10,000,000 at any time outstanding, (u) Liens
securing Permitted Refinancing Indebtedness, provided that such Liens do
not extend to any other property of such Restricted Subsidiary which is
not a Borrower and the principal amount of such Indebtedness secured by
such Lien is not increased, and (v) Liens on the Equity Interests of
Unrestricted Subsidiaries securing obligations of Unrestricted
Subsidiaries not otherwise prohibited by this Agreement and the Second
Lien Credit Agreement.

Permitted Refinancing Indebtedness - any Indebtedness of Amkor or
any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease,
or refund other Indebtedness of Amkor or any of its Restricted
Subsidiaries (other than intercompany Indebtedness); provided that: (a)
the principal amount (or accreted value, if applicable) of such Permitted
Refinancing Indebtedness does not exceed the principal amount of (or
accreted value, if applicable), plus accrued interest or premium
(including any make-whole premium), if any, on, the Indebtedness so
extended, refinanced, renewed, replaced, defeased, or refunded (plus the
amount of reasonable expenses incurred in connection therewith), (b) such
Permitted Refinancing Indebtedness has a final maturity date later than
the final maturity date of, and has a Weighted Average Life to Maturity
equal to or greater than the Weighted Average Life to Maturity of, the
Indebtedness being extended, refinanced, renewed, replaced, defeased, or
refunded; provided that if the original maturity date of such Indebtedness
is after the Termination Date, then such Permitted Refinancing
Indebtedness shall have a maturity at least 180 days after the Termination
Date, (c) if the Indebtedness being extended, refinanced, renewed,
replaced, defeased, or refunded is subordinated in right of payment to the
Obligations, such Permitted Refinancing Indebtedness has a final maturity
date later than the Termination Date and is subordinated in right of
payment to the Obligations on terms at least as favorable to the Lenders
as those contained in the documentation governing the Indebtedness being
extended, refinanced, renewed, replaced, defeased, or refunded, and (d)
such Indebtedness is incurred either by Amkor or by the Restricted
Subsidiary who is the obligor on the Indebtedness being extended,
refinanced, renewed, replaced, defeased, or refunded.

LOAN AND SECURITY AGREEMENT
Page 29

Person - any individual, corporation, limited liability company,
partnership, joint venture, joint stock company, land trust, business
trust, unincorporated organization, Governmental Authority, or other
entity.

Plan - an employee pension benefit plan that is covered by Title IV
of ERISA or subject to the minimum funding standards under Section 412 of
the Internal Revenue Code and that is either (a) maintained by a Borrower
or Subsidiary for employees or (b) maintained pursuant to a collective
bargaining agreement or other arrangement under which more than one
employer makes contributions and to which a Borrower or Subsidiary is
making or accruing an obligation to make contributions or has within the
preceding five years made or accrued such contributions.

Pro Rata - with respect to any Lender, a percentage (expressed as a
decimal, rounded to the ninth decimal place) determined (a) while
Revolving Commitments are outstanding, by dividing the amount of such
Lender's Revolving Commitment by the aggregate amount of all Revolving
Commitments and (b) at any other time, by dividing the amount of such
Lender's Revolving Loans by the aggregate amount of all outstanding
Revolving Loans.

Properly Contested - with respect to any obligation of an Obligor,
(a) the obligation is subject to a bona fide dispute regarding amount or
the Obligor's liability to pay, (b) the obligation is being properly
contested in good faith by appropriate proceedings promptly instituted and
diligently pursued, (c) appropriate reserves have been established in
accordance with GAAP, (d) non-payment could not reasonably be expected to
have a Material Adverse Effect, nor result in forfeiture or sale of any
assets of the Obligor, (e) no Lien is imposed on assets of the Obligor,
and (f) if the obligation results from entry of a judgment or other order,
such judgment or order is stayed pending appeal or other judicial review.

Property - any interest in any kind of property or asset, whether
real, personal, or mixed, or tangible or intangible.

Protective Advances - as defined in Section 2.1.6.

Purchase Money Debt - (a) Indebtedness (other than the Obligations)
for payment of any of the purchase price of fixed assets, (b) Indebtedness
(other than the Obligations) incurred for the purpose of financing the
purchase price thereof, and (c) any renewals, extensions, replacements, or
refinancings (but not increases) thereof.

Purchase Money Lien - a Lien that secures Purchase Money Debt,
encumbering only the fixed assets acquired with such Indebtedness and
constituting a Capital Lease or a purchase money security interest under
the UCC.

Qualified Proceeds - any of the following or any combination of the
following: (a) any Cash Equivalents other than (i) currency of any
sovereign nation other than the United States and (ii) certificates of
deposit, eurodollar time deposits, bankers' acceptances, and overnight
bank deposits with any commercial bank organized under the laws of a
foreign country, (b) any liabilities (as would be shown on Amkor's or such

LOAN AND SECURITY AGREEMENT
Page 30

Restricted Subsidiary's balance sheet if prepared in accordance with GAAP
on the date of the corresponding Asset Sale) of Amkor or any Restricted
Subsidiary (other than contingent liabilities and liabilities that are by
their terms subordinated to the Obligations) that are assumed by the
transferee of any such assets pursuant to a customary novation agreement
that releases or indemnifies Amkor or such Restricted Subsidiary from
further liability, (c) any securities, notes, or other obligations
received by Amkor or any such Restricted Subsidiary from such transferee
that are converted by Amkor or such Restricted Subsidiary into cash within
90 days after such Asset Sale (to the extent of the cash received in that
conversion), (d) long-term assets that are used or useful in a Permitted
Business, and (e) all or substantially all of the assets of, or a majority
of the voting Equity Interests of, any Permitted Business; provided that
in the case of clause (d) and clause (e) preceding, the Asset Sale
transaction shall be with a non-Affiliate and the amount of long-term
assets or voting Equity Interests received in the Asset Sale transaction
shall not exceed 10.0% of the consideration received.

RCRA - the Resource Conservation and Recovery Act (42 U.S.C.
Sections 6991-6991i).

Real Estate - all right, title, and interest (whether as owner,
lessor, or lessee) in any real Property or any buildings, structures,
parking areas, or other improvements thereon.

Receivables Program - with respect to any Person, an agreement or
other arrangement or program providing for the advance of funds to such
Person against the pledge, contribution, sale, or other transfer of
encumbrances of Receivables Program Assets of such Person or such Person
and/or one or more of its Subsidiaries.

Receivables Program Assets - all of the following property and
interests in property, including any undivided interest in any pool of any
such property or interests, whether now existing or existing in the future
or hereafter arising or acquired: (a) accounts; (b) accounts receivable,
general intangibles, instruments, contract rights, documents, and chattel
paper (including, without limitation, all rights to payment created by or
arising from sales of goods, leases of goods, or the rendition of
services, no matter how evidenced, whether or not earned by performance);
(c) all unpaid seller's or lessor's rights (including, without limitation,
rescission, replevin, reclamation, and stoppage in transit) relating to
any of the foregoing or arising therefrom; (d) all rights to any goods or
merchandise represented by any of the foregoing (including, without
limitation, returned or repossessed goods); (e) all reserves and credit
balances with respect to any such accounts receivable or account debtors;
(f) all letters of credit, security, or Guarantees of any of the
foregoing; (g) all insurance policies or reports relating to any of the
foregoing; (h) all collection or deposit accounts relating to any of the
foregoing; (i) all books and records relating to any of the foregoing; (j)
all instruments, contract rights, chattel paper, documents, and general
intangibles relating to any of the foregoing; and (k) all proceeds of any
of the foregoing.

Regulation D - Regulation D of the Board of Governors.

LOAN AND SECURITY AGREEMENT
Page 31

Reimbursement Date - as defined in Section 2.3.2.

Related Real Estate Documents - with respect to the Owned Real
Estate, the following, in form and substance satisfactory to the Agent,
(a) such assignments of leases, estoppel letters, attornment agreements,
consents, waivers, and releases as the Agent may require with respect to
other Persons having an interest in the Owned Real Estate, (b) flood
insurance in an amount, with endorsements and by an insurer, acceptable to
the Agent if the Owned Real Estate is within a flood plain, (c) to the
extent required by this Agreement and requested by the Agent, any
appraisal of the Owned Real Estate, prepared by an appraiser acceptable to
the Agent, in form satisfactory to the Agent, and (d) to the extent
required by the Mortgage or this Agreement and requested by the Agent, any
environmental assessment received by the Agent, prepared by an
environmental engineer acceptable to the Agent, and accompanied by such
reports, certificates, studies, or data as the Agent may reasonably
require, in form reasonably satisfactory to the Agent.

Report - as defined in Section 12.2.3.

Reportable Event - any event set forth in Section 4043(b) of ERISA.

Requisite Lenders - Lenders (subject to Section 4.2) having (a)
Revolving Commitments in excess of 50.0% of the aggregate Revolving
Commitments and (b) if the Revolving Commitments have terminated,
Revolving Loans in excess of 50.0% of all outstanding Revolving Loans.

Reserves - means any and all reserves that the Agent deems necessary
in its discretion to maintain with respect to the Collateral or any
Borrower which limit the availability of Borrowings hereunder or which
represent amounts the Agent or any Lender may be obligated to pay in the
future on behalf of a Borrower (including (a) reserves for Bank Products,
(b) reserves for accrued, unpaid interest on the Obligations, (c) reserves
for dilution of Accounts, and (d) reserves for taxes, fees, assessments,
and other governmental charges.

Restricted Investment - any Investment which is not a Permitted
Investment.

Restricted Payment - as defined in Section 10.2.2.

Restricted Subsidiary - with respect to any Person, any Subsidiary
of such Person that is not an Unrestricted Subsidiary.

Restrictive Agreement - an agreement (other than a Loan Document)
that conditions or restricts the right of any Borrower or other Obligor to
incur or repay Borrowed Money, to grant Liens on any assets, to declare or
make Distributions, to modify, extend, or renew any agreement evidencing
Borrowed Money, or to repay any Indebtedness owing to each other.

Revolving Commitment - for any Lender, its obligation to make
Revolving Loans and to participate in LC Obligations up to the maximum
principal amount shown on Schedule 1.1A, or as specified hereafter in the
most recent Assignment and Acceptance 

LOAN AND SECURITY AGREEMENT
Page 32

to which such Lender is a party. "Revolving Commitments" means the
aggregate amount of such commitments of all Lenders.

Revolving Loan - a loan made pursuant to Section 2.1, and any Agent
Advance, Overadvance Loan, or Protective Advance.

Revolving Note - a promissory note to be executed by the Borrowers
in favor of a Lender in the form of Exhibit A, which shall be in the
amount of such Lender's Revolving Commitment and shall evidence the
Revolving Loans made by such Lender.

Royalties - all royalties, fees, expense reimbursements, and other
amounts payable by a Borrower under a License.

S&P - Standard & Poor's Ratings Group, a division of McGraw-Hill,
Inc., and any successor thereto.

Second Lien Credit Agreement - that certain Second Lien Credit
Agreement, dated as of October 27, 2004, among Amkor, the lending
institutions party thereto, Citicorp North America, Inc., Citigroup Global
Markets, Inc., and Merrill, Lynch, Pierce, Fenner & Smith Incorporated, as
such agreement, unless otherwise noted, may be amended, restated,
replaced, or otherwise modified from time to time.

Secured Parties - the Agent, the Issuing Bank, the Lenders, and
providers of Bank Products.

Security Documents - the Guaranties, Mortgages, Patent Security
Agreements, Trademark Security Agreements, Copyright Security Agreements,
Deposit Account Control Agreements, and all other documents, instruments,
and agreements now or hereafter securing (or given with the intent to
secure) any Obligations.

Senior Notes - Amkor's 9 1/4% Senior Notes due February 15, 2008
issued pursuant to the Senior Notes (2008) Indenture, Amkor's 7 1/8%
Senior Notes due March 15, 2011 issued pursuant to the Senior Notes (2011)
Indenture, and Amkor's 7.75% Senior Notes due May 15, 2013 issued pursuant
to the Senior Notes (2013) Indenture.

Senior Notes Indentures - the Senior Notes (2008) Indenture, the
Senior Notes (2011) Indenture, and the Senior Notes (2013) Indenture.

Senior Notes (2008) Indenture - that certain Indenture between Amkor
and U.S. Bank National Association (as successor to State Street Bank and
Trust Company), as Trustee, dated as of February 20, 2001, as such
Indenture may be amended or supplemented from time to time, relating to
Amkor's 9 1/4% Senior Notes due February 15, 2008.

Senior Notes (2011) Indenture - that certain Indenture between Amkor
and Wells Fargo Bank, N.A., as Trustee, dated as of March 12, 2004, as
such Indenture may be

LOAN AND SECURITY AGREEMENT
Page 33

amended or supplemented from time to time, relating to Amkor's 7 1/8%
Senior Notes due March 15, 2011.

Senior Notes (2013) Indenture - that certain Indenture between Amkor
and U.S. Bank National Association, as Trustee, dated as of May 8, 2003,
as such Indenture may be amended or supplemented from time to time,
relating to Amkor's 7.75% Senior Notes due May 15, 2013.

Senior Officer - the chairman of the board, chief executive officer,
president, chief financial officer, treasurer, or general counsel of a
Borrower or, if the context requires, an Obligor.

Senior Subordinated Notes - Amkor's 10 1/2% Senior Subordinated
Notes due 2009 issued pursuant to the Senior Subordinated Notes Indenture.

Senior Subordinated Notes Indenture - that certain Indenture between
Amkor and U.S. Bank National Association (as successor to State Street
Bank and Trust Company), as Trustee, dated as of May 13, 1999, as such
Indenture may be amended or supplemented from time to time, relating to
the Senior Subordinated Notes.

Settlement Report - a report delivered by the Agent to the Lenders
summarizing the Revolving Loans and participations in LC Obligations
outstanding as of a given settlement date, allocated to the Lenders on a
Pro Rata basis in accordance with their Revolving Commitments.

Software - as defined in the UCC.

Solvent - as to any Person, such Person (a) owns Property whose fair
salable value is greater than the amount required to pay all of its debts
(including contingent, subordinated, unmatured, and unliquidated
liabilities), (b) owns Property whose present fair salable value (as
defined below) is greater than the probable total liabilities (including
contingent, subordinated, unmatured, and unliquidated liabilities) of such
Person as they become absolute and matured, (c) is able to pay all of its
debts as they mature, (d) has capital that is not unreasonably small for
its business and is sufficient to carry on its business and transactions
and all business and transactions in which it is about to engage, (e) is
not "insolvent" within the meaning of Section 101(32) of the Bankruptcy
Code, and (f) has not incurred (by way of assumption or otherwise) any
obligations or liabilities (contingent or otherwise) under any Loan
Documents, or made any conveyance in connection therewith, with actual
intent to hinder, delay, or defraud either present or future creditors of
such Person or any of its Affiliates. As used in this definition, "fair
salable value" means the amount that could be obtained for assets within a
reasonable time, either through collection or through sale under ordinary
selling conditions by a capable and diligent seller to an interested buyer
who is willing (but under no compulsion) to purchase.

Stated Maturity - with respect to any installment of interest or
principal on any series of Indebtedness, the date on which such payment of
interest or principal was scheduled to be paid in the original
documentation governing such Indebtedness, and 

LOAN AND SECURITY AGREEMENT
Page 34

shall not include any contingent obligations to repay, redeem, or
repurchase any such interest or principal prior to the date originally
scheduled for the payment thereof.

Statutory Reserves - the percentage (expressed as a decimal)
established by the Board of Governors as the then stated maximum rate for
all reserves (including those imposed by Regulation D, all basic,
emergency, supplemental, or other marginal reserve requirements, and any
transitional adjustments or other scheduled changes in reserve
requirements) applicable to any member bank of the Federal Reserve System
in respect of Eurocurrency Liabilities (or any successor category of
liabilities under Regulation D).

Strategic Investment - any Investment in any Person (other than an
Unrestricted Subsidiary) whose primary business is related, ancillary, or
complementary to a Permitted Business, and such Investment is determined
in good faith by the board of directors of Amkor (or senior officers of
Amkor to whom the board of directors has duly delegated the authority to
make such a determination), whose determination shall be conclusive and
evidenced by a resolution, to promote or significantly benefit the
businesses of Amkor and its Restricted Subsidiaries on the date of such
Investment; provided, that, with respect to any Strategic Investment or
series of related Strategic Investments involving aggregate consideration
in excess of $10,000,000, Amkor shall deliver to the Agent a resolution of
its board of directors set forth in an Officer's Certificate certifying
that such Investment qualifies as a Strategic Investment pursuant to this
definition.

Subordinated Debt - any Indebtedness of Amkor or its Subsidiaries
which is subordinated in right of payment to the Obligations, including
the Senior Subordinated Notes and the Convertible Subordinated Notes.

Subsidiary - any entity at least 50.0% of whose voting securities or
Equity Interests are owned by a Borrower or any combination of Borrowers
(including indirect ownership by a Borrower through other entities in
which such Borrower directly or indirectly owns 50.0% of the voting
securities or Equity Interests).

Subsidiary Guarantor - a "Subsidiary Guarantor" as defined in the
Second Lien Credit Agreement.

Supply Agreement - that certain Packaging & Test Services
Agreement, dated as of January 1, 1998, among Amkor, its predecessor
company (Amkor Electronics, Inc.), Amkor Technology Limited (f/k/a
C.I.L. Limited), Anam Semiconductor, Inc., and Anam USA, Inc., as such
agreement may be extended or renewed from time to time without
alteration of the material terms thereof.

Supporting Obligation - as defined in the UCC.

Taxes - any taxes, levies, imposts, duties, fees, assessments,
deductions, withholdings, or other charges of whatever nature, including
income, receipts, excise, property, sales, use, transfer, license,
payroll, withholding, social security, franchise, intangibles, stamp or
recording taxes imposed by any Governmental Authority, and all interest,
penalties, and similar liabilities relating thereto.

LOAN AND SECURITY AGREEMENT
Page 35

Term Loan - the loan made to Amkor pursuant to the Second Lien
Credit Agreement.

Termination Date - the earliest to occur of (a) November 28, 2009,
(b) the date on which the Borrowers terminate the Revolving Commitments
pursuant to Section 2.1.4, or (c) the date on which the Revolving
Commitments are terminated pursuant to Section 11.2.

Total Liquidity - at any time during any calendar month, the sum of
(a) the amount determined pursuant to clause (b) of the definition of
Borrowing Base at such time, plus (b) the aggregate amount of the
Borrowers' unrestricted cash and Cash Equivalents maintained in the United
States as of the last day of the immediately preceding calendar month,
minus (c) the principal balance of all Revolving Loans.

Total Tangible Assets of the Foreign Subsidiaries - as of any date,
the total assets of all of the Foreign Subsidiaries of Amkor as of such
date, less the amount of the intangible assets of the Foreign Subsidiaries
of Amkor as of such date.

Trademark Security Agreement - each trademark security agreement
pursuant to which an Obligor grants to the Agent, for the benefit of the
Secured Parties, a Lien on such Obligor's interests in trademarks, as
security for the Obligations.

Transferee - any actual or potential Eligible Assignee, Participant,
or other Person acquiring an interest in any Obligations.

Transition Services Agreement - that certain Transition Services
Agreement entered into by and between Amkor and Anam Semiconductor, Inc.
in connection with the Asset Purchase Agreement, as such agreement may be
extended or renewed from time to time without alteration of the material
terms thereof.

Type - any type of a Revolving Loan (i.e., Base Rate Revolving Loan
or LIBOR Revolving Loan) that has the same interest option and, in the
case of LIBOR Revolving Loans, the same Interest Period.

UCC - the Uniform Commercial Code as in effect in the State of Texas
or, when the laws of any other jurisdiction govern the perfection or
enforcement of any Lien, the Uniform Commercial Code of such jurisdiction.

UEI - Unitive Electronics, Inc., a North Carolina corporation.

United States - the United States of America.

Unitive - Unitive, Inc., a Delaware corporation.

Unrestricted Subsidiary - any Subsidiary of Amkor that is designated
by its board of directors as an Unrestricted Subsidiary pursuant to a
board resolution, but only to the extent that such Subsidiary (a) has no
Indebtedness other than Non-Recourse Debt, (b) is a Person with respect to
which neither Amkor nor any of its Restricted Subsidiaries has 

LOAN AND SECURITY AGREEMENT
Page 36

any direct or indirect obligation (i) to subscribe for additional Equity
Interests or (ii) to maintain or preserve such Person's financial
condition or to cause such Person to achieve any specified levels of
operating results, (c) has not Guaranteed or otherwise directly or
indirectly provided credit support for any Indebtedness of Amkor or any of
its Restricted Subsidiaries, and (d) has at least one director on its
board of directors that is not a director or executive officer of Amkor or
any of its Restricted Subsidiaries and has at least one executive officer
that is not a director or executive officer of Amkor or any of its
Restricted Subsidiaries. Any designation of a Subsidiary of Amkor as an
Unrestricted Subsidiary shall be effective upon the Agent's receipt from
Amkor of a certified copy of the resolution of Amkor's board of directors
giving effect to such designation and an Officers' Certificate certifying
that such designation complied with the preceding conditions and was
permitted by Section 10.1.10. If, at any time, any Unrestricted Subsidiary
would fail to meet the preceding requirements as an Unrestricted
Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for
purposes of this Agreement and any Indebtedness of such Subsidiary shall
be deemed to be incurred by a Restricted Subsidiary of Amkor as of such
date and, if such Indebtedness is not permitted to be incurred as of such
date under Section 10.1.10, Amkor shall be in default of such covenant.
Amkor's board of directors may at any time designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; provided that such designation
shall be deemed to be an incurrence of Indebtedness by a Restricted
Subsidiary of Amkor of any outstanding Indebtedness of such Unrestricted
Subsidiary and such designation shall only be permitted if (y) such
Indebtedness is permitted under Section 10.1.10, calculated on a pro forma
basis as if such designation had occurred at the beginning of the
four-quarter reference period and (z) no Default or Event of Default would
be in existence following such designation.

Value - the value of Inventory determined by the Agent in good faith
on the basis of the lower of cost or market, calculated on a first-in,
first-out basis.

Voting Stock - with respect to any Person as of any date, the Equity
Interests of such Person that are at the time entitled to vote in the
election of the board of directors (or other equivalent governing body) of
such Person.

Weighted Average Life to Maturity - when applied to any Indebtedness
at any date, the number of years obtained by dividing (a) the sum of the
products obtained by multiplying (i) the amount of each then remaining
installment, sinking fund, serial maturity, or other required payments of
principal, including payment at final maturity, in respect thereof, by
(ii) the number of years (calculated to the nearest one-twelfth) that will
elapse between such date and the making of such payment, by (b) the then
outstanding principal amount of such Indebtedness.

Wholly Owned Restricted Subsidiary - with respect to any Person, a
Restricted Subsidiary of such Person all of the outstanding Equity
Interests of which (other than directors' qualifying shares or similar
shares required by law to be held by third parties) shall at the time be
owned by such Person and/or by one or more Wholly Owned Restricted
Subsidiaries of such Person.

LOAN AND SECURITY AGREEMENT
Page 37

1.2.  Accounting Terms. Except as otherwise specified herein, under the
Loan Documents all accounting terms shall be interpreted, all accounting
determinations shall be made, and all financial statements shall be prepared in
accordance with GAAP applied on a basis consistent with the most recent audited
financial statements of the Borrowers delivered to the Agent before the Closing
Date and using the same inventory valuation method as used in such financial
statements, except for any change required or permitted by GAAP if the
Borrowers' certified public accountants concur in such change, the change is
disclosed to the Agent, and Section 10.3 is amended in a manner reasonably
satisfactory to the Borrowers and the Requisite Lenders to preserve the original
intent thereof in light of the effects of the change.

1.3.  Certain Matters of Construction. The terms "herein," "hereof,"
"hereunder," and other words of similar import refer to this Agreement as a
whole and not to any particular section, paragraph, or subdivision. Any pronoun
used shall be deemed to cover all genders. In the computation of periods of time
from a specified date to a later specified date, "from" means "from and
including," and "to" and "until" each mean "to but excluding." The terms
"including" and "include" shall mean "including, without limitation" and, for
purposes of each Loan Document, the parties agree that the rule of ejusdem
generis shall not be applicable to limit any provision. Section titles appear as
a matter of convenience only and shall not affect the interpretation of any Loan
Document. All references to (a) laws or statutes include all related rules,
regulations, interpretations, amendments, and successor provisions, (b) any
document, instrument, or agreement include any amendments, waivers, and other
modifications, extensions or renewals (to the extent permitted by the Loan
Documents), (c) any Section mean, unless the context otherwise requires, a
Section of this Agreement, (d) any Exhibits or Schedules mean, unless the
context otherwise requires, Exhibits and Schedules attached hereto, which are
hereby incorporated by reference, (e) any Person include successors and assigns,
(f) time of day means time of day at the Agent's notice address under Section
14.4.1, or (g) discretion of the Agent, the Issuing Bank, or any Lender mean the
sole and absolute discretion of such Person. All calculations of Value, fundings
of Revolving Loans, issuances of Letters of Credit, and payments of Obligations
shall be in Dollars and, unless the context otherwise requires, all
determinations (including calculations of Borrowing Base and financial
covenants) made from time to time under the Loan Documents shall be made in
light of the circumstances existing at such time. Borrowing Base calculations
shall be made in a manner consistent with historical methods of valuation and
calculation, and otherwise satisfactory to the Agent (and not necessarily in
accordance with GAAP). The Borrowers shall have the burden of establishing any
alleged negligence, misconduct, or lack of good faith by the Agent, the Issuing
Bank, or any Lender under any Loan Documents. No provision of any Loan Documents
shall be construed against any party by reason of such party having, or being
deemed to have, drafted the provision. Whenever the phrase "to the best of the
Borrowers' knowledge" or words of similar import are used in any Loan Documents,
such phrase means actual knowledge of a Senior Officer, or knowledge that a
Senior Officer would have obtained if he or she had engaged in good faith and
diligent performance of his or her duties, including reasonably specific
inquiries of employees or agents and a good faith attempt to ascertain the
matter to which such phrase relates.

LOAN AND SECURITY AGREEMENT
Page 38

SECTION 2.  CREDIT FACILITIES

2.1.  Revolving Commitment.

2.1.1. Revolving Loans. Each Lender agrees, severally on a Pro Rata
basis up to its Revolving Commitment, on the terms set forth herein, to
make Revolving Loans to the Borrowers from time to time through the
Termination Date. The Revolving Loans may be repaid and reborrowed as
provided herein. In no event shall the Lenders have any obligation to
honor a request for a Revolving Loan if the unpaid balance of Revolving
Loans outstanding at such time (including the requested Revolving Loan)
would exceed the Borrowing Base.

2.1.2. Revolving Notes. The Revolving Loans made by each Lender and
interest accruing thereon shall be evidenced by the records of the Agent
and such Lender. At the request of any Lender, the Borrowers shall deliver
a Revolving Note to such Lender.

2.1.3. Use of Proceeds. The proceeds of the Revolving Loans shall be
used by the Borrowers solely (a) to satisfy Existing Indebtedness, (b) to
pay fees and transaction expenses associated with the closing of this
credit facility, (c) to pay Obligations in accordance with this Agreement,
(d) for Capital Expenditures made in the Ordinary Course of Business, and
(e) for working capital and other lawful corporate purposes of the
Borrowers.

2.1.4. Voluntary Reduction or Termination of Revolving Commitments.

(a) The Revolving Commitments shall terminate on the
Termination Date, unless sooner terminated in accordance with this
Agreement. Upon at least ten days prior written notice to the Agent,
the Borrowers may, at their option, terminate the Revolving
Commitments and this credit facility. Any notice of termination
given by the Borrowers shall be irrevocable. On the termination
date, the Borrowers shall make Full Payment of all Obligations.

(b) Concurrently with termination of the Revolving
Commitments, for whatever reason (including an Event of Default),
the Borrowers shall pay to the Agent, for the Pro Rata benefit of
the Lenders and as liquidated damages for loss of bargain (and not
as a penalty), an amount equal to (i) if the termination occurs
during the first Loan Year, 1.00% of the Revolving Commitments and
(ii) if the termination occurs during the second Loan Year, 0.25% of
the Revolving Commitments. No termination charge shall be payable if
the termination occurs any time during or after the third Loan Year
or in connection with a refinancing of this credit facility by Bank
of America or any of its Affiliates.

2.1.5. Overadvances. Subject to Section 5.7 of the Second Lien
Credit Agreement or any other similar restriction on Indebtedness in any
other agreement evidencing Indebtedness to which any Borrower is a party
the effect of which is to limit the availability of Revolving Loans made
pursuant to this Agreement, if the aggregate Revolving Loans exceed the
Borrowing Base ("Overadvance") or the aggregate Revolving Commitments at
any time, the excess amount shall be payable by the 

LOAN AND SECURITY AGREEMENT
Page 39

Borrowers on demand by the Agent, but all such Revolving Loans shall
nevertheless constitute Obligations secured by the Collateral and entitled
to all benefits of the Loan Documents. Unless its authority is revoked in
writing by the Requisite Lenders, the Agent may require the Lenders to
honor requests for Overadvance Loans and to forbear from requiring the
Borrowers to cure an Overadvance (a) when no other Event of Default is
known to the Agent (i) as long as the Overadvance was not created by a
funding of Revolving Loans pursuant to this Section and such Overadvance
does not continue for more than 30 consecutive days (and no Overadvance
may exist for at least five consecutive days thereafter before further
Overadvance Loans are required) and (ii) if the Overadvance was created by
funding pursuant to this Section, the aggregate amount thereof is not
known by the Agent to exceed $10,000,000 and (b) if an Event of Default is
known to exist (other than an Event of Default arising from the existence
of the Overadvance), if the Agent discovers an Overadvance not previously
known by it to exist, as long as from the date of such discovery the
Overadvance (i) is not increased by more than $5,000,000 and (ii) does not
continue for more than 30 consecutive days. In no event shall Overadvance
Loans be required that would cause the outstanding Revolving Loans and LC
Obligations to exceed the aggregate Revolving Commitments. Any funding of
an Overadvance Loan or sufferance of an Overadvance shall not constitute a
waiver by the Agent or the Lenders of the Event of Default caused thereby.
In no event shall any Borrower or other Obligor be deemed a beneficiary of
this Section nor authorized to enforce any of its terms.

2.1.6. Protective Advances. Subject to Section 5.7 of the Second
Lien Credit Agreement, any other similar restriction on Indebtedness in
any other agreement evidencing Indebtedness to which any Borrower is a
party the effect of which is to limit the availability of Revolving Loans
made pursuant to this Agreement, and Section 14.1.1(c)(i), the Agent shall
be authorized, in its discretion, at any time that a Default or Event of
Default exists or any conditions in Section 6 are not satisfied, to make
Base Rate Revolving Loans ("Protective Advances") (a) up to an aggregate
amount of $10,000,000 outstanding at any time, if the Agent deems such
Revolving Loans necessary or desirable to preserve or protect any
Collateral, or to enhance the collectibility or repayment of Obligations
or (b) to pay any other amounts chargeable to the Obligors under any Loan
Documents, including costs, fees, and expenses. All Protective Advances
shall be Obligations, secured by the Collateral, and shall be treated for
all purposes as Extraordinary Expenses. Each Lender shall participate in
each Protective Advance on a Pro Rata basis. The Requisite Lenders may at
any time revoke the Agent's authorization to make further Protective
Advances by written notice to the Agent. Absent such revocation, the
Agent's determination that funding of a Protective Advance is appropriate
shall be conclusive.

2.1.7. Increase of Revolving Commitments.

(a) Upon notice to the Agent (who shall promptly notify the
Lenders), the Borrowers may, from time to time, request an increase
in the aggregate Revolving Commitments of the Lenders up to an
aggregate of $175,000,000; provided that any such increase in the
aggregate Revolving Commitments of the Lenders shall be in
increments of $25,000,000. Any increase in the Revolving 

LOAN AND SECURITY AGREEMENT
Page 40

Commitments hereunder is subject to approval by all of the Lenders.
At the time of sending the notice referred to in the first sentence
of this clause (a), the Borrowers (in consultation with the Agent)
shall specify the time period within which each Lender is requested
to respond to such request. Each Lender shall respond within such
time period to the Agent and shall indicate whether or not such
Lender agrees to increase its Revolving Commitment and, if so,
whether by an amount equal to or less than its Pro Rata amount of
such requested increase. Any Lender not responding within such time
period shall be deemed to have declined to increase its Revolving
Commitment. The Agent shall notify the Borrowers and each Lender of
the Lenders' responses to each request made hereunder. To achieve
the full amount of a requested increase, the Borrowers may also (i)
request that one or more other Lenders, in their sole and absolute
discretion, nonratably increase their Revolving Commitment(s), (ii)
and/or invite additional Persons to become Lenders under the terms
of this Agreement.

(b) If any Revolving Commitments are increased in accordance
with this Section, the Agent and the Borrowers shall determine the
effective date of such increase (the "Increase Effective Date"). The
Agent and the Borrowers shall promptly confirm in writing to the
Lenders the final allocation of such increase and the Increase
Effective Date. As a condition precedent to such increase, the
Borrower Agent shall deliver to the Agent an Officer's Certificate,
dated as of the Increase Effective Date (in sufficient copies for
each Lender) (i) certifying and attaching the resolutions adopted by
the Borrowers approving or consenting to such increase, (ii)
certifying that before and after giving effect to such increase, the
representations and warranties contained in Section 9 are true and
correct on and as of the Increase Effective Date and no Default or
Event of Default exists, and (iii) certifying that the aggregate
amount of the Revolving Commitments, after giving effect to such
increase, as of the Increase Effective Date may be borrowed
hereunder and will not constitute a default or event of default
under the Second Lien Credit Agreement or the Indentures. The
Borrowers shall pay any commitment fees and other expenses incurred
in connection with any such increase and shall prepay any LIBOR
Revolving Loans outstanding on the Increase Effective Date (and pay
any costs incurred in connection with such prepayment pursuant to
Section 3.9) to the extent necessary to keep outstanding LIBOR
Revolving Loans ratable with any revised Pro Rata percentages
arising from any nonratable increase in the Revolving Commitments
under this Section.

(c) This Section shall supersede any provisions in Section
14.1 to the contrary.

2.2.  Reserved.

2.3.  Letter of Credit Facility.

2.3.1. Issuance of Letters of Credit. The Issuing Bank agrees to
issue Letters of Credit from time to time until 30 days prior to the
Termination Date (or until the Termination Date, if earlier), on the terms
set forth herein, including the following:

LOAN AND SECURITY AGREEMENT
Page 41

(a) Each Borrower acknowledges that the Issuing Bank's
willingness to issue any Letter of Credit is conditioned upon the
Issuing Bank's receipt of a LC Application with respect to the
requested Letter of Credit, as well as such other instruments and
agreements as the Issuing Bank may customarily require for issuance
of a letter of credit of similar type and amount. The Issuing Bank
shall have no obligation to issue any Letter of Credit unless (i)
the Issuing Bank receives a LC Request and LC Application at least
three Business Days prior to the requested date of issuance and (ii)
each LC Condition is satisfied. If the Issuing Bank receives written
notice from a Lender at least one Business Day before issuance of a
Letter of Credit that any LC Condition has not been satisfied, the
Issuing Bank shall have no obligation to issue the requested Letter
of Credit (or any other) until such notice is withdrawn in writing
by that Lender or until the Requisite Lenders have waived such
condition in accordance with this Agreement. Prior to receipt of any
such notice, the Issuing Bank shall not be deemed to have knowledge
of any failure of LC Conditions.

(b) Letters of Credit may be requested by a Borrower only (i)
to support obligations of such Borrower incurred in the Ordinary
Course of Business, on a standby basis or (ii) for other purposes as
the Agent and the Lenders may approve from time to time in writing.
The renewal or extension of any Letter of Credit shall be treated as
the issuance of a new Letter of Credit, except that delivery of a
new LC Application shall be required at the discretion of the
Issuing Bank.

(c) The Borrowers assume all risks of the acts, omissions, or
misuses of any Letter of Credit by the beneficiary. In connection
with issuance of any Letter of Credit, none of the Agent, the
Issuing Bank, or any Lender shall be responsible for (i) the
existence, character, quality, quantity, condition, packing, value,
or delivery of any goods purported to be represented by any
Documents, (ii) any differences or variation in the character,
quality, quantity, condition, packing, value, or delivery of any
goods from that expressed in any Documents, (iii) the form,
validity, sufficiency, accuracy, genuineness, or legal effect of any
Documents or of any endorsements thereon, (iv) the time, place,
manner, or order in which shipment of goods is made, (v) partial or
incomplete shipment of, or failure to ship, any goods referred to in
a Letter of Credit or Documents, (vi) any deviation from
instructions, delay, default, or fraud by any shipper or other
Person in connection with any goods, shipment, or delivery, (vii)
any breach of contract between a shipper or vendor and a Borrower,
(viii) errors, omissions, interruptions, or delays in transmission
or delivery of any messages, by mail, cable, telegraph, telex,
telecopy, e-mail, telephone, or otherwise, (ix) errors in
interpretation of technical terms, (x) the misapplication by a
beneficiary of any Letter of Credit or the proceeds thereof, (xi) or
any consequences arising from causes beyond the control of the
Issuing Bank, the Agent, or any Lender, including any act or
omission of a Governmental Authority. The rights and remedies of the
Issuing Bank under the Loan Documents shall be cumulative. The
Issuing Bank shall be fully subrogated to the rights and remedies of
each 

LOAN AND SECURITY AGREEMENT
Page 42

beneficiary whose claims against the Borrowers are discharged with
proceeds of any Letter of Credit.

(d) In connection with its administration of and enforcement
of rights or remedies under any Letters of Credit or LC Documents,
the Issuing Bank shall be entitled to act, and shall be fully
protected in acting, upon any certification, notice, or other
communication in whatever form believed by the Issuing Bank, in good
faith, to be genuine and correct and to have been signed, sent or
made by a proper Person. The Issuing Bank may consult with and
employ legal counsel, accountants, and other experts to advise it
concerning its obligations, rights, and remedies, and shall be
entitled to act upon, and shall be fully protected in any action
taken in good faith reliance upon, any advice given by such experts.
The Issuing Bank may employ agents and attorneys-in-fact in
connection with any matter relating to Letters of Credit or LC
Documents, and shall not be liable for the negligence or misconduct
of any such agents or attorneys-in-fact selected with reasonable
care.

2.3.2. Reimbursement; Participations.

(a) If the Issuing Bank honors any request for payment under a
Letter of Credit, the Borrowers shall pay to the Issuing Bank, in
Dollars on the same day (the "Reimbursement Date"), the amount paid
by the Issuing Bank under such Letter of Credit, together with
interest at the interest rate for Base Rate Revolving Loans from the
Reimbursement Date until payment by the Borrowers. The obligation of
the Borrowers to reimburse the Issuing Bank for any payment made
under a Letter of Credit shall be absolute, unconditional,
irrevocable, and joint and several, and shall be paid without regard
to any lack of validity or enforceability of any Letter of Credit or
the existence of any claim, setoff, defense, or other right that the
Borrowers may have at any time against the beneficiary. Whether or
not the Borrower Agent submits a Notice of Borrowing, the Borrowers
shall be deemed to have requested a Borrowing of Base Rate Revolving
Loans in an amount necessary to pay all amounts due the Issuing Bank
on any Reimbursement Date and each Lender agrees to fund its Pro
Rata share of such Borrowing whether or not the Revolving
Commitments have terminated, an Overadvance exists or is created
thereby, or the conditions in Section 6 are satisfied.

(b) Upon issuance of a Letter of Credit, each Lender shall be
deemed to have irrevocably and unconditionally purchased from the
Issuing Bank, without recourse or warranty, an undivided Pro Rata
interest and participation in all LC Obligations relating to such
Letter of Credit. If the Issuing Bank makes any payment under a
Letter of Credit and the Borrowers do not reimburse such payment on
the Reimbursement Date, the Agent shall promptly notify the Lenders
and each Lender shall promptly (within one Business Day) and
unconditionally pay to the Agent, for the benefit of the Issuing
Bank, such Lender's Pro Rata share of such payment. Upon request by
a Lender, the Issuing Bank shall furnish copies of any Letters of
Credit and LC Documents in its possession at such time.

LOAN AND SECURITY AGREEMENT
Page 43

(c) The obligation of each Lender to make payments to the
Agent for the account of the Issuing Bank in connection with the
Issuing Bank's payment under a Letter of Credit shall be absolute,
unconditional, and irrevocable, not subject to (i) any counterclaim,
setoff, qualification, or exception whatsoever, and shall be made in
accordance with this Agreement under all circumstances, irrespective
of any lack of validity or unenforceability of any Loan Documents,
(ii) any draft, certificate, or other document presented under a
Letter of Credit having been determined to be forged, fraudulent,
invalid, or insufficient in any respect or any statement therein
being untrue or inaccurate in any respect, or (iii) the existence of
any setoff or defense that any Obligor may have with respect to any
Obligations. The Issuing Bank does not assume any responsibility for
any failure or delay in performance or any breach by any Borrower or
other Person of any obligations under any LC Documents. The Issuing
Bank does not make to the Lenders any express or implied warranty,
representation, or guaranty with respect to the Collateral, the LC
Documents, or any Obligor. The Issuing Bank shall not be responsible
to any Lender for (x) any recitals, statements, information,
representations, or warranties contained in, or for the execution,
validity, genuineness, effectiveness, or enforceability of any LC
Documents, (y) the validity, genuineness, enforceability,
collectibility, value, or sufficiency of any Collateral or the
perfection of any Lien therein (z) or the assets, liabilities,
financial condition, results of operations, business,
creditworthiness, or legal status of any Obligor.

(d) No Issuing Bank Indemnitee shall be liable to any Lender
or other Person for any action taken or omitted to be taken in
connection with any LC Documents except as a result of such Issuing
Bank Indemnitee's actual gross negligence or willful misconduct. The
Issuing Bank shall not have any liability to any Lender if the
Issuing Bank refrains from any action under any Letter of Credit or
LC Documents until it receives written instructions from the
Requisite Lenders.

2.3.3. Cash Collateral. If any LC Obligations, whether or not then
due or payable, shall for any reason be outstanding at any time (a) that
an Event of Default exists, (b) that Availability is less than zero, (c)
after the Termination Date, or (d) within ten days prior to the
Termination Date, then the Borrowers shall, at the Issuing Bank's or the
Agent's request, pay to the Issuing Bank the amount of all outstanding LC
Obligations and Cash Collateralize all outstanding Letters of Credit. If
the Borrowers fail to Cash Collateralize outstanding Letters of Credit as
required herein, the Lenders may (and shall upon direction of the Agent)
advance, as Revolving Loans, the amount of the Cash Collateral required
(whether or not the Revolving Commitments have terminated, an Overadvance
exists, or the conditions in Section 6 are satisfied).

LOAN AND SECURITY AGREEMENT
Page 44

SECTION 3.  INTEREST, FEES, AND CHARGES

3.1.  Interest.

3.1.1. Rates and Payment of Interest.

(a) The Obligations shall bear interest (i) if a Base Rate
Revolving Loan, at the Base Rate in effect from time to time, plus
the Applicable Margin, (ii) if a LIBOR Revolving Loan, at Adjusted
LIBOR for the applicable Interest Period, plus the Applicable
Margin; and (iii) if any other Obligation (including, to the extent
permitted by law, interest not paid when due), at the Base Rate in
effect from time to time, plus the Applicable Margin for Base Rate
Revolving Loans. Interest shall accrue from the date the Revolving
Loan is advanced or the Obligation is incurred or payable, until
paid by the Borrowers. If a Revolving Loan is repaid on the same day
made, one day's interest shall accrue.

(b) During an Insolvency Proceeding with respect to any
Borrower, or during the existence of any other Event of Default if
the Agent or the Requisite Lenders in their discretion so elect, the
Obligations shall bear interest at the Default Rate. Each Borrower
acknowledges that the cost and expense to the Agent and each Lender
due to an Event of Default are difficult to ascertain and that the
Default Rate is a fair and reasonable estimate to compensate the
Agent and the Lenders for such added cost and expense.

(c) Interest accrued on the Revolving Loans shall be due and
payable in arrears, (i) on the first day of each month, (ii) on any
date of prepayment, with respect to the principal of the Revolving
Loans being prepaid, and (iii) on the Termination Date. Interest
accrued on any other Obligations shall be due and payable as
provided in the Loan Documents and, if no payment date is specified,
shall be due and payable on demand. Notwithstanding the foregoing,
interest accrued at the Default Rate shall be due and payable on
demand.

3.1.2. Application of Adjusted LIBOR to Outstanding Revolving Loans.

(a) The Borrowers may on any Business Day, subject to
submission of a Notice of Conversion/Continuation, elect to convert
any portion of the Base Rate Revolving Loans to, or to continue any
LIBOR Revolving Loan at the end of its Interest Period as, a LIBOR
Revolving Loan. During any Event of Default, the Agent may (and
shall at the direction of the Requisite Lenders) declare that no
Revolving Loan may be made, converted, or continued as a LIBOR
Revolving Loan.

(b) Whenever the Borrowers desire to convert or continue
Revolving Loans as LIBOR Revolving Loans, the Borrower Agent shall
submit a Notice of Conversion/Continuation to the Agent no later
than 11:00 a.m. at least three Business Days before the requested
conversion or continuation date. Promptly after receiving any such
notice, the Agent shall notify each Lender thereof. Each Notice of
Conversion/Continuation shall be irrevocable and shall specify the

LOAN AND SECURITY AGREEMENT
Page 45

aggregate principal amount of Revolving Loans to be converted or
continued, the conversion or continuation date (which shall be a
Business Day), and the duration of the Interest Period (which shall
be deemed to be one month if not specified). If, upon the expiration
of any Interest Period in respect of any LIBOR Revolving Loans, the
Borrowers shall have failed to submit a Notice of
Conversion/Continuation, they shall be deemed to have elected to
convert such Revolving Loans into Base Rate Revolving Loans.

3.1.3. Interest Periods. In connection with the making, conversion,
or continuation of any LIBOR Revolving Loans, the Borrowers shall select
an interest period ("Interest Period") to apply, which interest period
shall be one, two, or three months; provided that:

(a) the Interest Period shall commence on the date the
Revolving Loan is made or continued as, or converted into, a LIBOR
Revolving Loan, and shall expire on the numerically corresponding
day in the calendar month at its end;

(b) if any Interest Period commences on a day for which there
is no corresponding day in the calendar month at its end or if such
corresponding day falls after the last Business Day of such month,
then the Interest Period shall expire on the last Business Day of
such month, and if any Interest Period would expire on a day that is
not a Business Day, the period shall expire on the next Business
Day; and

(c) no Interest Period shall extend beyond the Termination
Date.

3.1.4. Interest Rate Not Ascertainable. If the Agent shall determine
that on any date for determining the Adjusted LIBOR, due to any
circumstance affecting the London interbank market, adequate and fair
means do not exist for ascertaining such rate on the basis provided
herein, then the Agent shall immediately notify the Borrowers of such
determination. Until the Agent notifies the Borrowers that such
circumstance no longer exists, the obligation of the Lenders to make LIBOR
Revolving Loans shall be suspended, and no further Revolving Loans may be
converted into or continued as LIBOR Revolving Loans.

3.2.  Fees.

3.2.1. Unused Line Fee. The Borrowers shall pay to the Agent, for
the Pro Rata benefit of the Lenders, a fee equal to the per annum
percentage specified in the definition of Applicable Margin with respect
to the unused line fee multiplied by the amount by which the Revolving
Commitments exceed the average daily balance of Revolving Loans and stated
amount of Letters of Credit during each month. Such fee shall be payable
in arrears, on the first Business Day of each month and on the Termination
Date.

3.2.2. LC Facility Fees. The Borrowers shall pay (a) to the Agent,
for the Pro Rata benefit of the Lenders, a fee equal to the Applicable
Margin in effect for LIBOR Revolving Loans, multiplied by the average
daily stated amount of Letters of Credit, which fee shall be payable
monthly in arrears, on the first Business Day of each month, 

LOAN AND SECURITY AGREEMENT
Page 46

(b) to the Agent, for its own account, a fronting fee of 0.25% per annum,
multiplied by the average daily stated amount of Letters of Credit, which
fee shall be payable monthly in arrears, on the first Business Day of each
month, and (c) to the Issuing Bank, for its own account, all customary
charges associated with the issuance, amending, negotiating, payment,
processing, transfer, and administration of Letters of Credit, which
charges shall be paid as and when incurred. During an Event of Default,
the fee payable under clause (a) preceding shall be equal to the
Applicable Margin in effect for LIBOR Revolving Loans, plus 2.00% per
annum, multiplied by the average daily stated amount of Letters of Credit.

3.2.3. Agent Fees. In consideration of the Agent's syndication of
the Revolving Commitments and service as the Agent hereunder, the
Borrowers shall pay to the Agent, for its own account, the fees described
in the Fee Letter.

3.3.  Computation of Interest, Fees, Yield Protection. All interest, as
well as fees and other charges calculated on a per annum basis, shall be
computed for the actual days elapsed, based on a year of 360 days. Each
determination by the Agent of any interest, fees, or interest rate hereunder
shall be final, conclusive, and binding for all purposes, absent manifest error.
All fees shall be fully earned when due and shall not be subject to rebate or
refund, nor subject to proration except as specifically provided herein. All
fees payable under Section 3.2 are compensation for services and are not, and
shall not be deemed to be, interest or any other charge for the use,
forbearance, or detention of money. A certificate as to amounts payable by the
Borrowers under Section 3.4, Section 3.6, Section 3.7, Section 3.9, or Section
5.9, submitted to the Borrowers by the Agent or the affected Lender, as
applicable, shall be final, conclusive, and binding for all purposes, absent
manifest error.

3.4.  Reimbursement Obligations. The Borrowers shall reimburse the Agent
for all Extraordinary Expenses incurred by it. The Borrowers shall also
reimburse the Agent for all accounting, appraisal, consulting, reasonable legal,
and other fees, costs, and expenses incurred by it in connection with (a)
negotiation and preparation of any Loan Documents, including any amendment or
other modification thereof, (b) administration of and actions relating to any
Collateral, Loan Documents, and transactions contemplated thereby, including any
actions taken to perfect or maintain priority of the Agent's Liens on any
Collateral, to maintain any insurance required hereunder, or to verify
Collateral, and (c) subject to the limits of Section 10.1.1(b), each inspection,
audit, or appraisal with respect to any Obligor or Collateral. All amounts
reimbursable by the Borrowers under this Section shall constitute Obligations
secured by the Collateral and shall be payable on demand.

3.5. Illegality. Notwithstanding anything to the contrary herein, if (a)
any change in any law or interpretation thereof by any Governmental Authority
makes it unlawful for a Lender to make or maintain a LIBOR Revolving Loan or to
maintain any Revolving Commitment with respect to LIBOR Revolving Loans or (b) a
Lender determines that the making or continuance of a LIBOR Revolving Loan has
become impracticable as a result of a circumstance that adversely affects the
London interbank market or the position of such Lender in such market, then such
Lender shall give notice thereof (which notice shall include supporting
documentation) to the Agent and the Borrowers and may (y) declare that LIBOR
Revolving Loans will not thereafter be made by such Lender, whereupon any
request for a LIBOR Revolving Loan from such Lender 

LOAN AND SECURITY AGREEMENT
Page 47

shall be deemed to be a request for a Base Rate Revolving Loan unless such
Lender's declaration has been withdrawn (and it shall be withdrawn promptly upon
cessation of the circumstances described in clause (a) or clause (b) preceding)
and/or (z) require that all outstanding LIBOR Revolving Loans made by such
Lender be converted to Base Rate Revolving Loans immediately, in which event all
outstanding LIBOR Revolving Loans of such Lender shall be immediately converted
to Base Rate Revolving Loans.

3.6.  Increased Costs. If, by reason of (y) the introduction of or any
change (including any change by way of imposition or increase of Statutory
Reserves or other reserve requirements) in any law or interpretation thereof or
(z) the compliance with any guideline or request from any Governmental Authority
or other Person exercising control over banks or financial institutions
generally (whether or not having the force of law):

(a) a Lender shall be subject to any Tax with respect to any LIBOR
Revolving Loan or Letter of Credit or its obligation to make LIBOR
Revolving Loans, issue Letters of Credit, or participate in LC
Obligations, or a change shall result in the basis of taxation of any
payment to a Lender with respect to its LIBOR Revolving Loans or its
obligation to make LIBOR Revolving Loans, issue Letters of Credit, or
participate in LC Obligations (except for Excluded Taxes); or

(b) any reserve (including any imposed by the Board of Governors),
special deposits, or similar requirement against assets of, deposits with,
or for the account of, or credit extended by, a Lender shall be imposed or
deemed applicable, or any other condition affecting a Lender's LIBOR
Revolving Loans or obligation to make LIBOR Revolving Loans, issue Letters
of Credit, or participate in LC Obligations shall be imposed on such
Lender or the London interbank market;

and as a result there shall be an increase in the cost to such Lender of
agreeing to make or making, funding, or maintaining LIBOR Revolving Loans,
Letters of Credit, or participations in LC Obligations (except to the extent
already included in determination of the Adjusted LIBOR), or there shall be a
reduction in the amount receivable by such Lender, then the Lender shall
promptly notify the Borrowers and the Agent of such event (which notice shall
include supporting documentation), and the Borrowers shall, within ten days
following demand therefor, pay such Lender the amount of such increased costs or
reduced amounts. If a Lender determines that, because of circumstances described
above or any other circumstances arising hereafter affecting such Lender, the
London interbank market or such Lender's position in such market, the Adjusted
LIBOR or its Applicable Margin, as applicable, will not adequately and fairly
reflect the cost to such Lender of funding LIBOR Revolving Loans, issuing
Letters of Credit, or participating in LC Obligations, then (A) such Lender
shall promptly notify the Borrowers and the Agent of such event (which notice
shall include supporting documentation), (B) such Lender's obligation to make
LIBOR Revolving Loans, issue Letters of Credit, or participate in LC Obligations
shall be immediately suspended, until each condition giving rise to such
suspension no longer exists, and (C) such Lender shall make a Base Rate
Revolving Loan as part of any requested Borrowing of LIBOR Revolving Loans,
which Base Rate Revolving Loan shall, for all purposes, be considered part of
such Borrowing.

LOAN AND SECURITY AGREEMENT
Page 48

3.7. Capital Adequacy. If a Lender determines that any introduction of
or any change in a Capital Adequacy Regulation, any change in the interpretation
or administration of a Capital Adequacy Regulation by a Governmental Authority
charged with interpretation or administration thereof, or any compliance by such
Lender or any Person controlling such Lender with a Capital Adequacy Regulation,
increases the amount of capital required or expected to be maintained by such
Lender or Person (taking into consideration its capital adequacy policies and
desired return on capital) as a consequence of such Lender's Revolving
Commitments, Revolving Loans, participations in LC Obligations, or other
obligations under the Loan Documents, then the Borrowers shall, within ten days
following demand therefor, pay such Lender an amount sufficient to compensate
for such increase. A Lender's demand for payment shall set forth the nature of
the occurrence giving rise to such compensation (which notice shall include
supporting documentation) and a calculation of the amount to be paid. In
determining such amount, the Lender may use any reasonable averaging and
attribution method.

3.8. Mitigation. Each Lender agrees that, upon becoming aware that it
is subject to Section 3.5, Section 3.6, Section 3.7, or Section 5.9, it will
take reasonable measures to reduce the Borrowers' obligations under such
Sections, including funding or maintaining its Revolving Commitments or
Revolving Loans through another office, as long as use of such measures would
not adversely affect such Lender's Revolving Commitments, Revolving Loans,
business, or interests, and would not be inconsistent with any internal policy
or applicable legal or regulatory restriction.

3.9. Funding Losses. If for any reason (other than default by a Lender)
(a) any Borrowing of, or conversion to, or continuation of, a LIBOR Revolving
Loan does not occur on the date specified therefor in a Notice of Borrowing or
Notice of Conversion/Continuation (whether or not withdrawn), (b) any repayment
or conversion of a LIBOR Revolving Loan occurs on a day other than the end of
its Interest Period, or (c) the Borrowers fail to repay a LIBOR Revolving Loan
when required hereunder, then the Borrowers shall pay to the Agent its customary
administrative charge and to each Lender all losses and expenses that it
sustains as a consequence thereof, including any loss or expense arising from
liquidation or redeployment of funds or from fees payable to terminate deposits
of matching funds. The Lenders shall not be required to purchase Dollar deposits
in the London interbank market or any other offshore Dollar market to fund any
LIBOR Revolving Loan, but the provisions hereof shall be deemed to apply as if
each Lender had purchased such deposits to fund its LIBOR Revolving Loans.

3.10. Maximum Interest. In no event shall interest, charges, or other
amounts that are contracted for, charged, or received by the Agent and the
Lenders pursuant to any Loan Documents and that are deemed interest under
Applicable Law ("interest") exceed the highest rate permissible under Applicable
Law ("maximum rate"). If, in any month, any interest rate, absent the foregoing
limitation, would have exceeded the maximum rate, then the interest rate for
that month shall be the maximum rate and, if in a future month, that interest
rate would otherwise be less than the maximum rate, then the rate shall remain
at the maximum rate until the amount of interest actually paid equals the amount
of interest which would have accrued if it had not been limited by the maximum
rate. If, upon Full Payment of the Obligations, the total amount of interest
actually paid under the Loan Documents is less than the total amount of interest
that would, but for this Section, have accrued under the Loan Documents, then
the Borrowers shall, to the extent permitted by Applicable Law, pay to the
Agent, for the account of the Lenders,

LOAN AND SECURITY AGREEMENT

Page 49

(a) the lesser of (i) the amount of interest that would have been charged if the
maximum rate had been in effect at all times or (ii) the amount of interest that
would have accrued had the interest rate otherwise set forth in the Loan
Documents been in effect, minus (b) the amount of interest actually paid under
the Loan Documents. If a court of competent jurisdiction determines that the
Agent or any Lender has received interest in excess of the maximum amount
allowed under Applicable Law, such excess shall be deemed received on account
of, and shall automatically be applied to reduce, the Obligations other than
interest (regardless of any erroneous application thereof by the Agent or any
Lender), and upon Full Payment of the Obligations, any balance shall be refunded
to the Borrowers. In determining whether any excess interest has been charged or
received by the Agent or any Lender, all interest at any time charged or
received from the Borrowers in connection with the Loan Documents shall, to the
extent permitted by Applicable Law, be amortized, prorated, allocated, and
spread in equal parts throughout the full term of the Obligations.

SECTION 4. LOAN ADMINISTRATION

4.1. Manner of Borrowing and Funding Revolving Loans.

4.1.1. Notice of Borrowing.

(a) Whenever the Borrowers desire funding of a
Borrowing of Revolving Loans, the Borrower Agent shall submit
a Notice of Borrowing to the Agent. Such notice must be
received by the Agent no later than 11:00 a.m. (i) on the
Business Day of the requested funding date, in the case of
Base Rate Revolving Loans, and (ii) at least three Business
Days prior to the requested funding date, in the case of LIBOR
Revolving Loans. Notices received after 11:00 a.m. shall be
deemed received on the next Business Day. Each Notice of
Borrowing shall be irrevocable and shall specify (w) the
principal amount of the Borrowing, (x) the requested funding
date (which must be a Business Day), (y) whether the Borrowing
is to be made as Base Rate Revolving Loans or LIBOR Revolving
Loans, and (z) in the case of LIBOR Revolving Loans, the
duration of the applicable Interest Period (which shall be
deemed to be one month if not specified).

(b) Unless payment is otherwise timely made by the
Borrowers, the becoming due of any Obligations (whether
principal, interest, fees, or other charges, including
Extraordinary Expenses, LC Obligations, Cash Collateral, and
Bank Product Debt) shall be deemed irrevocably to be a request
(without any requirement for a Notice of Borrowing) for Base
Rate Revolving Loans on the due date, in the amount of such
Obligations. The proceeds of such Revolving Loans shall be
disbursed as direct payment of the relevant Obligation.

(c) If the Borrowers establish a controlled
disbursement account with the Agent or any Affiliate of the
Agent, then the presentation for payment of any check or other
item of payment drawn on such account at a time when there are
insufficient funds to cover it shall be deemed to be a request
(without any requirement for a Notice of Borrowing) for Base
Rate Revolving Loans on the

LOAN AND SECURITY AGREEMENT

Page 50

date of such presentation, in the amount of the check and
items presented for payment. The proceeds of such Revolving
Loans may be disbursed directly to the controlled disbursement
account.

(d) Neither the Agent nor any Lender shall have any
obligation to the Borrowers to honor any deemed request for a
Revolving Loan on or after the Termination Date, when an
Overadvance exists or would result therefrom, or when any
condition in Section 6 is not satisfied, but may do so in
their discretion, without being deemed to have waived any
Default or Event of Default.

4.1.2. Fundings by the Lenders. Each Lender shall timely honor
its Revolving Commitment by funding its Pro Rata share of each
Borrowing of Revolving Loans that is properly requested hereunder. The
Agent shall endeavor to notify the Lenders of each Notice of Borrowing
(or deemed request for a Borrowing) by 12:00 noon on the proposed
funding date for Base Rate Revolving Loans or by 3:00 p.m. at least two
Business Days before any proposed funding of LIBOR Revolving Loans.
Each Lender shall fund to the Agent such Lender's Pro Rata share of the
Borrowing to the account specified by the Agent in immediately
available funds not later than 2:00 p.m. on the requested funding date,
unless the Agent's notice is received after the times provided above,
in which event each Lender shall fund its Pro Rata share by 11:00 a.m.
on the next Business Day. Subject to its receipt of such amounts from
the Lenders, the Agent may make the proceeds of the Revolving Loans
available to the Borrowers by disbursing same to the Designated
Account. Unless the Agent shall have received (in sufficient time to
act) written notice from a Lender that it does not intend to fund its
Pro Rata share of a Borrowing, the Agent may assume that such Lender
has deposited or promptly will deposit its share with the Agent, and
the Agent may disburse a corresponding amount to the Borrowers. If a
Lender's share of any Borrowing is not in fact received by the Agent,
then the Borrowers agree to repay to the Agent on demand the amount of
such share, together with interest thereon from the date disbursed
until repaid, at the rate applicable to such Borrowing.

4.1.3. Agent Advances; Settlement.

(a) The Agent may, but shall not be obligated to,
advance Agent Advances to the Borrowers out of the Agent's own
funds unless the funding is specifically required to be made
by all Lenders hereunder. Each Agent Advance shall constitute
a Revolving Loan for all purposes, except that payments
thereon shall be made to the Agent for its own account. The
obligation of the Borrowers to repay Agent Advances shall be
evidenced by the records of the Agent and need not be
evidenced by any promissory note. Agent Advances shall be
immediately due and payable by the Borrowers at any time on
demand by the Agent in its discretion, whether due to the
failure of any Lender to make settlement on a settlement date
as provided below or for any other reason.

(b) To facilitate administration of the Revolving
Loans, the Lenders and the Agent agree (which agreement is
solely among them, and not for the benefit of or enforceable
by any Borrower) that settlement among them with

LOAN AND SECURITY AGREEMENT

Page 51

respect to Agent Advances and other Revolving Loans may take
place periodically on a date determined from time to time by
the Agent, which shall occur at least once every five Business
Days. On each settlement date, settlement shall be made with
each Lender in accordance with the Settlement Report delivered
by the Agent to the Lenders. Between settlement dates, the
Agent may in its discretion apply payments on Revolving Loans
to Agent Advances, regardless of any designation by any
Borrower or any provision herein to the contrary. Each
Lender's obligation to make settlements with the Agent is
absolute and unconditional, without offset, counterclaim, or
other defense, and whether or not the Revolving Commitments
have terminated, an Overadvance exists, or the conditions in
Section 6 are satisfied. If, due to an Insolvency Proceeding
with respect to a Borrower or otherwise, any Agent Advances
may not be settled among the Lenders hereunder, then each
Lender shall be deemed to have purchased from the Agent a Pro
Rata participation in each unpaid Agent Advance and shall
transfer the amount of such participation to the Agent, in
immediately available funds, within one Business Day after the
Agent's request therefor.

4.1.4. Telephonic Notices. Each Borrower authorizes the Agent
and the Lenders to extend Base Rate Revolving Loans and transfer funds
to or on behalf of the Borrowers based on telephonic instructions. If
requested by the Agent, the Borrowers shall confirm each such
telephonic request by prompt submission to the Agent of a Notice of
Borrowing or other written request, as applicable. If any Notice of
Borrowing or other written request submitted to the Agent differs in
any material respect from the action taken by the Agent or the Lenders,
the records of the Agent and the Lenders shall govern. Neither the
Agent nor any Lender shall have any liability for any loss suffered by
a Borrower as a result of the Agent or any Lender acting upon its
understanding of telephonic instructions from a person believed in good
faith by the Agent or any Lender to be a person authorized to give such
instructions on a Borrower's behalf. The Agent may in its sole
discretion refuse to act upon any telephonic instructions received from
the Borrower Agent or any Borrower.

4.2. Defaulting Lender. If a Lender fails to make any payment to the
Agent that is required hereunder, the Agent may (but shall not be required to),
in its discretion, retain payments that would otherwise be made to such
defaulting Lender hereunder, apply the payments to such Lender's defaulted
obligations, or readvance the funds to the Borrowers in accordance with this
Agreement. The failure of any Lender to fund a Revolving Loan or to make a
payment in respect of a LC Obligation shall not relieve any other Lender of its
obligations hereunder, and no Lender shall be responsible for default by another
Lender. The Lenders and the Agent agree (which agreement is solely among them,
and not for the benefit of or enforceable by any Borrower) that, solely for
purposes of determining a defaulting Lender's right to vote on matters relating
to the Loan Documents and to share in payments, fees, and Collateral proceeds
thereunder, a defaulting Lender shall not be deemed to be a "Lender" until all
its defaulted obligations have been cured.

4.3. Number and Amount of LIBOR Revolving Loans; Determination of Rate.
For ease of administration, all LIBOR Revolving Loans having the same length and
beginning date

LOAN AND SECURITY AGREEMENT

Page 52

of their Interest Periods shall be aggregated together, and such Revolving Loans
shall be allocated among the Lenders on a Pro Rata basis. No more than three
aggregated LIBOR Revolving Loans may be outstanding at any time, and each
aggregate LIBOR Revolving Loan when made, continued, or converted shall be in a
minimum amount of $5,000,000, or a multiple of $1,000,000 in excess thereof.
Upon determining Adjusted LIBOR for any Interest Period requested by the
Borrowers, the Agent shall promptly notify the Borrowers thereof by telephone or
electronically and, if requested by the Borrowers, shall confirm any telephonic
notice in writing.

4.4. Borrower Agent. Each Borrower hereby designates Amkor (the
"Borrower Agent") as its representative and agent for all purposes under the
Loan Documents, including (a) requests for Revolving Loans and Letters of
Credit, (b) designation of interest rates, (c) delivery or receipt of
communications with the Agent, the Issuing Bank, or any Lender, (d) preparation
and delivery of Borrowing Base Certificates and financial reports, (e) receipt
and payment of Obligations, (f) requests for waivers, amendments, or other
accommodations, (g) actions under the Loan Documents (including in respect of
compliance with covenants), and (h) all other dealings with the Agent, the
Issuing Bank, or any Lender. The Borrower Agent hereby accepts such appointment.
The Agent and the Lenders shall be entitled to rely upon, and shall be fully
protected in relying upon, any notice or communication (including any Notice of
Borrowing or any Notice of Conversion/Continuation) delivered by the Borrower
Agent on behalf of any Borrower. The Agent and the Lenders may give any notice
or communication with a Borrower hereunder to the Borrower Agent on behalf of
such Borrower. The Agent shall have the right, in its discretion, to deal
exclusively with the Borrower Agent for any or all purposes under the Loan
Documents. Each Borrower agrees that any notice, election, communication,
representation, agreement, or undertaking made on its behalf by the Borrower
Agent shall be binding upon and enforceable against it.

4.5. One Obligation. The Revolving Loans, LC Obligations, and other
Obligations shall constitute one general obligation of the Borrowers and (unless
otherwise expressly provided in any Loan Document) shall be secured by the
Agent's Lien upon all Collateral; provided that the Agent and each Lender shall
be deemed to be a creditor of, and the holder of a separate claim against, each
Borrower to the extent of any Obligations jointly or severally owed by such
Borrower.

4.6. Effect of Termination. On the effective date of any termination of
the Revolving Commitments, all Obligations shall be immediately due and payable,
and Bank of America and its Affiliates may terminate their respective Bank
Products (including, with the consent of the Agent, any Cash Management
Services). All undertakings of the Borrowers contained in the Loan Documents
shall survive any termination, and the Agent shall retain its Liens in the
Collateral and all of its rights and remedies under the Loan Documents until
Full Payment of the Obligations. Notwithstanding Full Payment of the
Obligations, the Agent shall not be required to terminate its Liens in any
Collateral unless, with respect to any damages the Agent may incur as a result
of the dishonor or return of Payment Items applied to Obligations, the Agent
receives (a) a written agreement, executed by the Borrowers and any Person whose
advances are used in whole or in part to satisfy the Obligations, indemnifying
the Agent and the Lenders from any such damages or (b) such Cash Collateral as
the Agent, in its discretion, deems necessary to protect against any such
damages. The provisions of Sections 2.3, 3.4, 3.6, 3.7, 3.9, 5.5, 5.9, 12,

LOAN AND SECURITY AGREEMENT

Page 53

14.2, 14.3, and this Section shall survive Full Payment of the Obligations and
(unless expressly provided) any release relating to this credit facility.

SECTION 5. PAYMENTS

5.1. General Payment Provisions. All payments of Obligations shall be
made in Dollars, without offset, counterclaim, or defense of any kind, free of
(and without deduction for) any Taxes, and in immediately available funds, not
later than 12:00 noon on the due date. Any payment after such time shall be
deemed made on the next Business Day. The Borrowers may, at the time of payment,
specify to the Agent the Obligations to which such payment is to be applied, but
the Agent shall in all events retain the right to apply such payment in such
manner as the Agent, subject to the provisions hereof, may determine to be
appropriate. If any payment under the Loan Documents shall be stated to be due
on a day other than a Business Day, the due date shall be extended to the next
Business Day and such extension of time shall be included in any computation of
interest and fees. Any payment of a LIBOR Revolving Loan prior to the end of its
Interest Period shall be accompanied by all amounts due under Section 3.9. Any
prepayment of Revolving Loans shall be applied first to Base Rate Revolving
Loans and then to LIBOR Revolving Loans.

5.2. Repayment of Revolving Loans. Revolving Loans shall be due and
payable in full on the Termination Date, unless payment is sooner required
hereunder. Revolving Loans may be prepaid from time to time, without penalty or
premium. At all times after the occurrence of an Event of Default, to the extent
any Revolving Loans are outstanding, the Borrowers shall remit to the Agent for
application to the Obligations the Net Proceeds of any disposition of Collateral
received by such Borrower. Notwithstanding anything herein to the contrary, if
an Overadvance exists, the Borrowers shall, on the sooner of the Agent's demand
or the first Business Day after any Borrower has knowledge thereof, repay the
outstanding Revolving Loans in an amount sufficient to reduce the principal
balance of Revolving Loans to the Borrowing Base.

5.3. Reserved.

5.4. Payment of Other Obligations. Obligations other than Revolving
Loans, including LC Obligations and Extraordinary Expenses, shall be paid by the
Borrowers as provided in the Loan Documents or, if no payment date is specified,
on demand.

5.5. Marshaling; Payments Set Aside. None of the Agent or the Lenders
shall be under any obligation to marshal any assets in favor of any Obligor or
against any Obligations. If any Obligor makes a payment to the Agent or the
Lenders, or if the Agent or any Lender receives payment from the proceeds of
Collateral, exercise of setoff, or otherwise, and such payment is subsequently
invalidated or required to be repaid to a trustee, receiver, or any other
Person, then the Obligations originally intended to be satisfied, and all Liens,
rights, and remedies therefor, shall be revived and continued in full force and
effect as if such payment had not been received and any enforcement or setoff
had not occurred.

LOAN AND SECURITY AGREEMENT

Page 54

5.6. Post-Default Allocation of Payments.

5.6.1. Allocation. Notwithstanding anything herein to the
contrary, during an Event of Default, monies to be applied to the
Obligations, whether arising from payments by the Obligors, realization
on Collateral, or otherwise, shall be allocated as follows:

(a) first, to all fees and expenses, including
Extraordinary Expenses, owing to the Agent;

(b) second, to all amounts owing to the Agent on
Agent Advances or Protective Advances, or to the Issuing Bank
on LC Obligations;

(c) third, to all Obligations constituting fees
(excluding amounts relating to Bank Products);

(d) fourth, to all Obligations constituting interest
(excluding amounts relating to Bank Products);

(e) fifth, to provide Cash Collateral for outstanding
Letters of Credit;

(f) sixth, to all other Obligations, other than Bank
Product Debt; and

(g) last, to Bank Product Debt.

Amounts shall be applied to each category of Obligations set forth
above until Full Payment thereof and then to the next category. If
amounts are insufficient to satisfy a category, they shall be applied
on a pro rata basis among the Obligations in the category. The
allocations set forth in this Section are solely to determine the
rights and priorities of the Agent and the Lenders as among themselves,
and may be changed by agreement among them without the consent of any
Obligor. This Section is not for the benefit of or enforceable by any
Borrower.

5.6.2. Erroneous Application. The Agent shall not be liable
for any application of amounts made by it in good faith and, if any
such application is subsequently determined to have been made in error,
the sole recourse of any Lender or other Person to which such amount
should have been made shall be to recover the amount from the Person
that actually received it (and, if such amount was received by any
Lender, such Lender hereby agrees to return it).

5.7. Application of Payments. At all times after the occurrence of an
Event of Default, the ledger balance in any Dominion Account as of the end of a
Business Day shall be applied to the Obligations at the beginning of the next
Business Day. Each Borrower irrevocably waives the right to direct the
application of any payments or Collateral proceeds pursuant to this Section 5.7,
and agrees that the Agent shall have the continuing, exclusive right to apply
and reapply same against the Obligations, in such manner as the Agent deems
advisable, notwithstanding any entry by the Agent in its records. If, as a
result of the Agent's receipt of Payment Items or proceeds of Collateral, a
credit balance exists, the balance shall not accrue interest in favor of the
Borrowers and shall be made available to the Borrowers as long as no Event of
Default exists.

LOAN AND SECURITY AGREEMENT

Page 55

5.8. Loan Account; Account Stated.

5.8.1. Loan Account. The Agent shall maintain in accordance
with its usual and customary practices an account or accounts ("Loan
Account") evidencing the Indebtedness of the Borrowers resulting from
each Revolving Loan or issuance of a Letter of Credit from time to
time, including the amount of principal and interest payable and
outstanding LC Obligations. Any failure of the Agent to record anything
in the Loan Account, or any error in doing so, shall not limit or
otherwise affect the obligation of the Borrowers to pay any amount
owing hereunder. The Agent may maintain a single Loan Account in the
name of the Borrower Agent, and each Borrower confirms that such
arrangement shall have no effect on the joint and several character of
its liability for the Obligations.

5.8.2. Entries Binding. Entries made in the Loan Account shall
constitute presumptive evidence of the information contained therein.
If any information contained in the Loan Account is provided to or
inspected by any Person, then such information shall be conclusive and
binding on such Person for all purposes absent manifest error, except
to the extent such Person notifies the Agent in writing within 30 days
after receipt or inspection that specific information is subject to
dispute.

5.9. Gross Up for Taxes. If the Borrowers shall be required by
Applicable Law to withhold or deduct any Taxes (except Excluded Taxes) from or
in respect of any sum payable under any Loan Documents, (a) the sum payable to
the Agent or such Lender shall be increased as may be necessary so that, after
making all required withholding or deductions, the Agent or such Lender (as the
case may be) receives an amount equal to the sum it would have received had no
such withholding or deductions been made, (b) the Borrowers shall make such
withholding or deductions, and (c) the Borrowers shall pay the full amount
withheld or deducted to the relevant taxing or other authority in accordance
with Applicable Law. If the Agent or any Lender determines that it has received
a refund, credit, or other reduction of taxes in respect of any Taxes paid by
the Borrowers pursuant to this Section, such Person shall, within 30 days from
the date of receipt of such refund or filing of the tax return giving rise to
such credit or other reduction, pay over the amount of the refund, credit, or
tax reduction to the Borrowers (but only to the extent of Taxes paid by the
Borrowers pursuant to this Section), net of all out-of-pocket expenses of such
Person and without interest (other than interest paid by the relevant taxing
authority with respect to a refund).

5.10. Withholding Tax Exemption. At least five Business Days prior to
the first date for payment of interest or fees hereunder to a Foreign Lender,
the Foreign Lender shall deliver to the Borrowers and the Agent two duly
completed copies of IRS Form W-8BEN or W-8ECI (or any subsequent replacement or
substitute form therefor), certifying that such Lender can receive payment of
Obligations without deduction or withholding of any United States federal income
taxes. Each Foreign Lender shall deliver to the Borrowers and the Agent two
additional copies of such form before the preceding form expires or becomes
obsolete or after the occurrence of any event requiring a change in the form, as
well as any amendments, extensions, or renewals thereof as may be reasonably
requested by the Borrowers or the Agent, in each case, certifying that the
Foreign Lender can receive payment of Obligations without deduction or
withholding of any such taxes, unless an event (including any change in treaty
or law) has occurred that renders

LOAN AND SECURITY AGREEMENT

Page 56

such forms inapplicable or prevents the Foreign Lender from certifying that it
can receive payments without deduction or withholding of such taxes. During any
period that a Foreign Lender does not or is unable to establish that it can
receive payments without deduction or withholding of such taxes, other than by
reason of an event (including any change in treaty or law) that occurs after it
becomes a Lender, the Agent may withhold taxes from payments to such Foreign
Lender at the applicable statutory and treaty rates, and the Borrowers shall not
be required to pay any additional amounts under this Section as a result of such
withholding.

5.11. Nature and Extent of Each Borrower's Liability.

5.11.1. Joint and Several Liability. Each Borrower agrees that
it is jointly and severally liable for, and absolutely and
unconditionally guarantees to the Agent and the Lenders the prompt
payment and performance of, all Obligations and all agreements under
the Loan Documents. Each Borrower agrees that its guaranty obligations
hereunder constitute a continuing guaranty of payment and performance
and not of collection, that such obligations shall not be discharged
until Full Payment of the Obligations, and that such obligations are
absolute and unconditional, irrespective of (a) the genuineness,
validity, regularity, enforceability, subordination, or any future
modification of, or change in, any Obligations or Loan Document, or any
other document, instrument, or agreement to which any Obligor is or may
become a party or liable, (b) the absence of any action to enforce this
Agreement (including this Section) or any other Loan Document, or any
waiver, consent, or indulgence of any kind by the Agent or any Lender
with respect thereto, (c) the existence, value, or condition of, or
failure to perfect a Lien or to preserve rights against, any security
or guaranty for the Obligations or any action, or the absence of any
action, by the Agent or any Lender in respect thereof (including the
release of any security or guaranty), (d) the insolvency of any
Obligor, (e) any election by the Agent or any Lender in an Insolvency
Proceeding for the application of Section 1111(b)(2) of the Bankruptcy
Code, (f) any borrowing or grant of a Lien by any other Borrower as
debtor-in-possession under Section 364 of the Bankruptcy Code or
otherwise, (g) the disallowance of any claims of the Agent or any
Lender against any Obligor for the repayment of any Obligations under
Section 502 of the Bankruptcy Code or otherwise, or (h) any other
action or circumstances that might otherwise constitute a legal or
equitable discharge or defense of a surety or guarantor, except Full
Payment of all Obligations.

5.11.2. Waivers.

(a) Each Borrower expressly waives all rights that it
may have now or in the future under any statute, at common
law, in equity or otherwise, to compel the Agent or the
Lenders to marshal assets or to proceed against any Obligor,
other Person or security for the payment or performance of any
Obligations before, or as a condition to, proceeding against
such Borrower. It is agreed among each Borrower, the Agent,
and the Lenders that the provisions of this Section are of the
essence of the transaction contemplated by the Loan Documents
and that, but for such provisions, the Agent and the Lenders
would decline to make Revolving Loans and issue Letters of
Credit. Notwithstanding anything to the contrary in any Loan
Document, and except as set forth in Section 5.11.3,

LOAN AND SECURITY AGREEMENT

Page 57

each Borrower expressly waives all rights at law or in equity
to subrogation, reimbursement, exoneration, contribution,
indemnification, or set off, as well as all defenses available
to a surety, guarantor, or accommodation co-obligor. Each
Borrower acknowledges that its guaranty pursuant to this
Section is necessary to the conduct and promotion of its
business, and can be expected to benefit such business.

(b) The Agent and the Lenders may, in their
discretion, pursue such rights and remedies as they deem
appropriate, including realization upon Collateral by judicial
foreclosure or non-judicial sale or enforcement, without
affecting any rights and remedies under this Section 5.11. If,
in the exercise of any rights or remedies, the Agent or any
Lender shall forfeit any of its rights or remedies, including
its right to enter a deficiency judgment against any Borrower
or any other Person, whether because of any applicable laws
pertaining to "election of remedies" or otherwise, each
Borrower consents to such action by the Agent or such Lender
and waives any claim based upon such action, even if the
action may result in loss of any rights of subrogation that
any Borrower might otherwise have had but for such action. Any
election of remedies that results in denial or impairment of
the right of the Agent or any Lender to seek a deficiency
judgment against any Borrower shall not impair any other
Borrower's obligation to pay the full amount of the
Obligations. Each Borrower waives all rights and defenses
arising out of an election of remedies, such as nonjudicial
foreclosure with respect to any security for the Obligations,
even though that election of remedies destroys such Borrower's
rights of subrogation against any other Person. If the Agent
bids at any foreclosure or trustee's sale or at any private
sale, the Agent may bid all or a portion of the Obligations
and the amount of such bid need not be paid by the Agent but
shall be credited against the Obligations. The amount of the
successful bid at any such sale, whether the Agent or any
other Person is the successful bidder, shall be conclusively
deemed to be the fair market value of the Collateral, and the
difference between such bid amount and the remaining balance
of the Obligations shall be conclusively deemed to be the
amount of the Obligations guaranteed under this Section 5.11,
notwithstanding that any present or future law or court
decision may have the effect of reducing the amount of any
deficiency claim to which the Agent or any Lender might
otherwise be entitled but for such bidding at any such sale.

5.11.3. Extent of Liability; Contribution.

(a) Notwithstanding anything herein to the contrary,
each Borrower's liability under this Section 5.11 shall be
limited to the greater of (i) all amounts for which such
Borrower is primarily liable, as described below and (ii) such
Borrower's Allocable Amount.

(b) If any Borrower makes a payment under this
Section 5.11 of any Obligations (other than amounts for which
such Borrower is primarily liable) (a "Guarantor Payment")
that, taking into account all other Guarantor Payments
previously or concurrently made by any other Borrower, exceeds
the amount that

LOAN AND SECURITY AGREEMENT

Page 58

such Borrower would otherwise have paid if each Borrower had
paid the aggregate Obligations satisfied by such Guarantor
Payments in the same proportion that such Borrower's Allocable
Amount bore to the total Allocable Amounts of all Borrowers,
then such Borrower shall be entitled to receive contribution
and indemnification payments from, and to be reimbursed by,
each other Borrower for the amount of such excess, pro rata
based upon their respective Allocable Amounts in effect
immediately prior to such Guarantor Payment. The "Allocable
Amount" for any Borrower shall be the maximum amount that
could then be recovered from such Borrower under this Section
5.11 without rendering such payment voidable or avoidable
under Section 548 of the Bankruptcy Code or under any
applicable state fraudulent transfer or conveyance act, or
similar statute or common law.

(c) Nothing contained in this Section 5.11 shall
limit the liability of any Borrower to pay Revolving Loans
made directly or indirectly to that Borrower (including
Revolving Loans advanced to any other Borrower and then
re-loaned or otherwise transferred to, or for the benefit of,
such Borrower), LC Obligations relating to Letters of Credit
issued to support such Borrower's business, and all accrued
interest, fees, expenses, and other related Obligations with
respect thereto, for which such Borrower shall be primarily
liable for all purposes hereunder. The Agent and the Lenders
shall have the right, at any time in their discretion, to
condition Revolving Loans and Letters of Credit upon a
separate calculation of borrowing availability for each
Borrower and to restrict the disbursement and use of such
Revolving Loans and Letters of Credit to such Borrower.

5.11.4. Joint Enterprise. Each Borrower has requested that the
Agent and the Lenders make the credit facility established hereunder
available to the Borrowers on a combined basis, in order to finance the
Borrowers' business most efficiently and economically. The Borrowers'
business is a mutual and collective enterprise, and the Borrowers
believe that consolidation of their credit facility will enhance the
borrowing power of each Borrower and ease the administration of their
relationship with the Lenders, all to the mutual advantage of the
Borrowers. The Borrowers acknowledge and agree that the Agent's and the
Lenders' willingness to extend credit to the Borrowers and to
administer the Collateral on a combined basis, as set forth herein, is
done solely as an accommodation to the Borrowers and at the Borrowers'
request.

5.11.5. Subordination. Each Borrower hereby subordinates any
claims, including any right of payment, subrogation, contribution, and
indemnity, that it may have at any time against any other Obligor,
howsoever arising, to the Full Payment of all Obligations.

SECTION 6. CONDITIONS PRECEDENT

6.1. Conditions Precedent to Initial Revolving Loans. In addition to
the conditions set forth in Section 6.2, the Lenders shall not be required to
fund any requested Revolving Loan, issue any Letter of Credit, or otherwise
extend credit to the Borrowers hereunder, unless each of the following
conditions has been satisfied:

LOAN AND SECURITY AGREEMENT

Page 59

(a) Appropriate Notes shall have been executed by the
Borrowers and delivered to each Lender that requests issuance of a
Note. Each other Loan Document, including the Intercreditor Agreement
and the Mortgage, shall have been duly executed and delivered to the
Agent by each of the signatories thereto, and each Obligor shall be in
compliance with all terms thereof.

(b) The Agent shall have received acknowledgments of all
filings or recordations necessary to perfect its Liens in the
Collateral, as well as UCC and Lien searches and other evidence
satisfactory to the Agent, including UCC financing statements which
terminate or amend existing financing statements covering the
Collateral (excluding any such financing statements in favor of the
"Administrative Agent" as defined in the Second Lien Credit Agreement),
all of such financing statements, amendments, and terminations (taken
as a whole) indicating that the Agent's Liens are the only Liens upon
the Collateral, other than Permitted Liens.

(c) To the extent requested by the Agent, the Agent shall have
received duly executed Lien Waivers from each landlord where any
material amount of Collateral is maintained or held.

(d) To the extent requested by the Agent, the Agent shall have
received duly executed Deposit Account Control Agreements with respect
to any of the Borrowers' Deposit Accounts.

(e) The Agent shall have received certificates, in form and
substance satisfactory to it, from a knowledgeable Senior Officer of
each Borrower certifying that, after giving effect to the initial
Revolving Loans and transactions hereunder, (i) such Borrower is
Solvent, (ii) no Default or Event of Default exists, (iii) the
representations and warranties set forth in Section 9 are true and
correct, and (iv) such Borrower has complied with all agreements and
conditions to be satisfied by it under the Loan Documents.

(f) The Agent shall have received a certificate of a duly
authorized officer of each Obligor, certifying (i) that attached copies
of such Obligor's Organic Documents are true and complete, and in full
force and effect, without amendment except as shown, (ii) that an
attached copy of resolutions authorizing execution and delivery of the
Loan Documents is true and complete, and that such resolutions are in
full force and effect, were duly adopted, have not been amended,
modified, or revoked, and constitute all resolutions adopted with
respect to this credit facility, and (iii) to the title, name, and
signature of each Person authorized to sign the Loan Documents. The
Agent may conclusively rely on this certificate until it is otherwise
notified by the applicable Obligor in writing.

(g) The Agent shall have received a written opinion of Wilson
Sonsini Goodrich & Rosati, P.C., as well as any local counsel to the
Borrowers, each in form and substance satisfactory to the Agent.

LOAN AND SECURITY AGREEMENT

Page 60

(h) The Agent shall have received copies of the charter
documents of each Obligor, certified as appropriate by the Secretary of
State or another official of such Obligor's jurisdiction of
organization. The Agent shall have received good standing certificates
for each Obligor, issued by the Secretary of State or other appropriate
official of such Obligor's jurisdiction of organization and each
jurisdiction where such Obligor's conduct of business or ownership of
Property necessitates qualification.

(i) The Agent shall have received copies of policies and
certificates of insurance for the property, casualty, and liability
insurance policies carried by the Borrowers, all in compliance with the
Loan Documents.

(j) The Agent shall have completed its legal due diligence of
the Obligors with results satisfactory to the Agent.

(k) No material adverse change in the financial condition of
any Obligor or in the value of any Collateral shall have occurred since
September 30, 2005.

(l) The Borrowers shall have paid all fees and expenses to be
paid to the Agent and the Lenders on the Closing Date.

(m) Upon giving effect to the initial funding of Revolving
Loans and issuance of Letters of Credit, and the payment by the
Borrowers of all fees and expenses incurred in connection herewith as
well as any payables stretched beyond their customary payment
practices, Availability shall be at least $68,000,000 taking into
account all contractual limitations on the Borrowers' ability to incur
Indebtedness.

6.2. Conditions Precedent to All Credit Extensions. The Agent, the
Issuing Bank, and the Lenders shall not be required to fund any Revolving Loans,
arrange for issuance of any Letters of Credit, or grant any other accommodation
to or for the benefit of the Borrowers, unless the following conditions are
satisfied:

(a) no Default or Event of Default shall exist at the time of,
or result from, such funding, issuance, or grant;

(b) the representations and warranties of each Obligor in the
Loan Documents shall be true and correct on the date of, and upon
giving effect to, such funding, issuance, or grant (except for
representations and warranties that expressly relate to an earlier
date);

(c) all conditions precedent set forth in Section 6.1 and any
other Loan Document shall have been satisfied;

(d) no event shall have occurred or circumstance exist that
has resulted in a Material Adverse Effect; and

(e) with respect to issuance of a Letter of Credit, the LC
Conditions shall have been satisfied.

LOAN AND SECURITY AGREEMENT

Page 61

Each request (or deemed request) by the Borrowers for funding of a Revolving
Loan, issuance of a Letter of Credit, or grant of an accommodation shall
constitute a representation by the Borrowers that the foregoing conditions are
satisfied on the date of such request and on the date of such funding, issuance,
or grant. As an additional condition to any funding, issuance, or grant, the
Agent shall have received such other information, documents, instruments, and
agreements as it deems appropriate in connection therewith.

6.3. Limited Waiver of Conditions Precedent. If the Agent, the Issuing
Bank, or the Lenders fund any Revolving Loans, arrange for issuance of any
Letters of Credit, or grant any other accommodation when any conditions
precedent are not satisfied (regardless of whether the lack of satisfaction was
known or unknown at the time), it shall not operate as a waiver of (a) the right
of the Agent, the Issuing Bank, and the Lenders to insist upon satisfaction of
all conditions precedent with respect to any subsequent funding, issuance, or
grant nor (b) any Default or Event of Default due to such failure of conditions
or otherwise.

SECTION 7. COLLATERAL

7.1. Grant of Security Interest. To secure the prompt payment and
performance of all Obligations, each Borrower hereby grants to the Agent, for
the benefit of the Secured Parties, a continuing security interest in and Lien
upon all personal Property of such Borrower, including all of the following
Property, whether now owned or hereafter acquired, and, unless noted otherwise,
wherever located:

(a) all Accounts;

(b) all Chattel Paper, including electronic chattel paper;

(c) all Commercial Tort Claims;

(d) all Deposit Accounts;

(e) all Documents;

(f) all General Intangibles, including Payment Intangibles,
Software, and Intellectual Property;

(g) all Goods, including Inventory, Equipment, and fixtures;

(h) all Instruments, excluding any notes or other instruments
payable to such Borrower from any Foreign Subsidiary;

(i) all Investment Property, excluding Equity Interests of
Foreign Subsidiaries and Equity Interests of the Excluded Domestic
Subsidiaries;

(j) all Letter-of-Credit Rights;

(k) all Supporting Obligations;

(l) all Owned Real Estate;

LOAN AND SECURITY AGREEMENT

Page 62

(m) all monies, whether or not in the possession or under the
control of the Agent, a Lender, or a bailee or Affiliate of the Agent
or a Lender, including any Cash Collateral;

(n) all accessions to, substitutions for, and all replacements
and products, of the foregoing;

(o) all books and records (including customer lists, files,
correspondence, tapes, computer programs, print-outs, and computer
records) pertaining to the foregoing; and

(p) all proceeds of any of the foregoing Collateral described
in clause (a) through clause (o) preceding in whatever form (excluding
specifically in any such case, any notes or other instruments payable
to such Borrower from any Foreign Subsidiary and Equity Interests of
Foreign Subsidiaries and Equity Interests of the Excluded Domestic
Subsidiaries), including, but not limited to, cash, deposit accounts
(whether or not comprised solely of proceeds), certificates of deposit,
insurance proceeds (including hazard, flood, and credit insurance),
negotiable instruments and other instruments for the payment of money,
chattel paper, security agreements, documents, eminent domain proceeds,
condemnation proceeds, and tort claim proceeds.

7.2. Lien on Deposit Accounts; Cash Collateral.

7.2.1. Deposit Accounts. To further secure the prompt payment
and performance of all Obligations, each Borrower hereby grants to the
Agent, for the benefit of the Secured Parties, a continuing security
interest in and Lien upon all of such Borrower's right, title, and
interest in and to each Deposit Account of such Borrower and any
deposits or other sums at any time credited to any such Deposit
Account, including any sums in any blocked or lockbox accounts or in
any accounts into which such sums are swept. Each Borrower authorizes
and directs each bank or other depository to deliver to the Agent upon
its written demand therefor, made at any time that an Event of Default
exists and without notice to such Borrower (such notice being hereby
waived), all balances in each Deposit Account maintained by such
Borrower with such depository for application to the Obligations then
outstanding. Each Borrower irrevocably appoints the Agent as such
Borrower's attorney-in-fact to collect such balances to the extent any
such delivery is not so made.

7.2.2. Cash Collateral. Any Cash Collateral may be invested,
in the Agent's discretion, in Cash Equivalents, but the Agent shall
have no duty to do so, regardless of any agreement, understanding, or
course of dealing with any Borrower, and shall have no responsibility
for any investment or loss. Each Borrower hereby grants to the Agent,
for the benefit of the Secured Parties, a security interest in all Cash
Collateral held from time to time and all proceeds thereof, as security
for the Obligations, whether such Cash Collateral is held in the Cash
Collateral Account or elsewhere. The Agent may apply Cash Collateral to
the payment of any Obligations, in such order as the Agent may elect,
as they become due and payable. The Cash Collateral Account and all
Cash Collateral shall be under the sole dominion and control of the
Agent. No Borrower or other Person

LOAN AND SECURITY AGREEMENT

Page 63

claiming through or on behalf of any Borrower shall have any right to
any Cash Collateral, until Full Payment of all Obligations.

7.3. Real Estate Collateral. The Obligations shall also be secured by
the Mortgage upon the Owned Real Estate. The Mortgage shall be duly recorded, at
the Borrowers' expense, in the office where such recording is required to
constitute a fully perfected Lien on the Owned Real Estate.

7.4. Other Collateral.

7.4.1. Commercial Tort Claims. The Borrowers shall promptly
notify the Agent in writing if any Borrower has a Commercial Tort Claim
(other than, as long as no Event of Default exists, a Commercial Tort
Claim for less than $500,000) and, upon the Agent's request, shall
promptly execute such documents and take such actions as the Agent
deems appropriate to confer upon the Agent (for the benefit of the
Secured Parties) a duly perfected, first priority Lien upon such claim.

7.4.2. Certain After-Acquired Collateral. The Borrowers shall
promptly notify the Agent in writing if, after the Closing Date, any
Borrower obtains any interest in any Collateral consisting of Deposit
Accounts, Chattel Paper, Documents, Instruments, Intellectual Property,
Investment Property, or Letter-of-Credit Rights and, upon the Agent's
request, shall promptly execute such documents and take such actions as
the Agent deems appropriate to effect the Agent's duly perfected, first
priority Lien upon such Collateral, including obtaining any appropriate
possession, control agreement, or Lien Waiver. If any Collateral is in
the possession of a third party, at the Agent's request, the Borrowers
shall obtain an acknowledgment that such third party holds the
Collateral for the benefit of the Agent.

7.5. No Assumption of Liability. The Lien on Collateral granted
hereunder is given as security only and shall not subject the Agent or any
Lender to, or in any way modify, any obligation or liability of the Borrowers
relating to any Collateral.

7.6. Further Assurances. Promptly upon request, the Borrowers shall
deliver such instruments, assignments, title certificates, or other documents or
agreements, and shall take such actions, as the Agent deems appropriate under
Applicable Law to evidence or perfect its Lien on any Collateral. Each Borrower
authorizes the Agent to file any financing statement that indicates the
Collateral as "all assets" or "all personal property" of such Borrower, or words
to similar effect, and ratifies any action taken by the Agent before the Closing
Date to effect or perfect its Lien on any Collateral.

SECTION 8. COLLATERAL ADMINISTRATION

8.1. Borrowing Base Certificates. By the fifteenth day of each calendar
month, or more frequently as the Agent may request, the Borrowers shall deliver
to the Agent (and the Agent shall promptly deliver same to the Lenders) a
Borrowing Base Certificate prepared as of the last day of the preceding calendar
month. All calculations of Availability in any Borrowing Base Certificate shall
originally be made by the Borrowers and certified by a Senior Officer of the
Borrower Agent or such other officer of the Borrower Agent as may be acceptable
to the

LOAN AND SECURITY AGREEMENT

Page 64

Agent, provided that the Agent may from time to time review and adjust
any such calculation (a) to reflect collections of Accounts received and (b) to
the extent the calculation is not made in accordance with this Agreement or does
not accurately reflect Reserves imposed by the Agent.

8.2. Administration of Accounts.

8.2.1. Records and Schedules of Accounts. Each Borrower shall
keep accurate and complete records of its Accounts, including all
payments and collections thereon, and shall submit to the Agent, on
such periodic basis as the Agent may request, a sales and collections
report, in form satisfactory to the Agent. Each Borrower shall also
provide to the Agent, on or before the 15th day of each month, a
detailed aged trial balance of all Accounts as of the end of the
preceding month, in form satisfactory to the Agent. Upon request of the
Agent, the Borrowers will deliver to the Agent, for each of their
respective Account Debtors, contact information, including names,
addresses, and telephone numbers, in form satisfactory to the Agent. If
Accounts in an aggregate face amount of $10,000,000 or more cease to be
Eligible Accounts or Eligible Foreign Accounts, as applicable, the
Borrowers shall notify the Agent of such occurrence promptly (and in
any event within three Business Days) after any Borrower has knowledge
thereof.

8.2.2. Taxes. If an Account of any Borrower includes a charge
for any Taxes, the Agent is authorized, in its discretion, to pay the
amount thereof to the proper taxing authority for the account of such
Borrower and to charge the Borrowers therefor; provided that neither
the Agent nor the Lenders shall be liable for any Taxes that may be due
from the Borrowers or with respect to any Collateral.

8.2.3. Account Verification. Whether or not a Default or Event
of Default exists, the Agent shall have the right at any time, in the
name of the Agent, any designee of the Agent, or any Borrower, to
verify the validity, amount, or any other matter relating to any
Accounts of the Borrowers by mail, telephone, or otherwise. The
Borrowers shall cooperate fully with the Agent in an effort to
facilitate and promptly conclude any such verification process, and the
Agent will, if any such verification is being conducted when no Event
of Default exists, use reasonable efforts to inform the Borrower (by
mail, telephone, or otherwise) that the Agent plans to conduct such
verifications.

8.2.4. Maintenance of Dominion Account. The Borrowers shall
maintain Dominion Accounts pursuant to arrangements acceptable to the
Agent. To the extent requested by the Agent, the Borrowers shall obtain
an agreement (in form and substance satisfactory to the Agent) from any
lockbox servicer utilized by a Borrowers or the depository institution
maintaining a Dominion Account (to the extent such depository
institution is not the Agent), establishing the Agent's control over
and Lien in such lockbox or Dominion Account, requiring immediate
deposit of all remittances received in such lockbox to a Dominion
Account or immediate transfer of all funds in such Dominion Account to
the Agent for application to the Obligations, as applicable, and
waiving offset rights of such servicer or bank against any funds
collected in such lockbox or deposited into such Dominion Account,
except offset rights for customary administrative charges. The Agent
and the Lenders agree that the Agent's control over any lockbox or
Dominion Account pursuant to this Section shall only be exercised after

LOAN AND SECURITY AGREEMENT

Page 65

the occurrence of an Event of Default. Each agreement with any lockbox
servicer or depository maintaining a Dominion Account will provide that
the Agent's authority to direct the deposit or transfer of funds
received in such lockbox or deposited in such Dominion Account will not
be effective until written notice is given by the Agent to such lockbox
servicer or Dominion Account depository. Neither the Agent nor the
Lenders assume any responsibility to the Borrowers for any lockbox
arrangement or Dominion Account, including any claim of accord and
satisfaction or release with respect to any Payment Items accepted by
any bank.

8.2.5. Proceeds of Collateral. After the occurrence of an
Event of Default, upon request of the Agent, the Borrowers shall
request in writing and otherwise take all reasonable steps to ensure
that all payments on Accounts and all proceeds of the sale of any other
Collateral are made directly to a Dominion Account (or a lockbox
relating to a Dominion Account). After the occurrence of an Event of
Default, if any Borrower or Subsidiary receives cash or Payment Items
with respect to any Collateral, it shall hold same in trust for the
Agent and promptly (not later than the next Business Day) deposit same
into a Dominion Account.

8.3. Administration of Inventory.

8.3.1. Records and Reports of Inventory. Each Borrower shall
keep accurate and complete records of its Inventory and shall submit to
the Agent inventory reports in form reasonably satisfactory to the
Agent (including a listing of the locations of the Borrowers'
Inventory), concurrently with submission of each of the financial
statements delivered to the Agent pursuant to Section 10.1.2(b) as of
the last day of the preceding calendar month.

8.3.2. Maintenance. The Borrowers shall use, store, and
maintain all Inventory with reasonable care and caution, in accordance
with applicable standards of any insurance and in conformity with all
Applicable Law, and shall make current rent payments (within applicable
grace periods provided for in leases) at all locations where any
Collateral is located.

8.4. Administration of Equipment.

8.4.1. Records and Schedules of Equipment. Each Borrower shall
keep accurate and complete records of its Equipment, including kind,
quality, quantity, cost, acquisitions, and dispositions thereof, and
shall submit to the Agent, on such periodic basis as the Agent may
request, a current schedule thereof, in form satisfactory to the Agent.

8.4.2. Condition of Equipment. Each Borrower shall keep its
material Equipment that is necessary for the operation of its business
in good operating condition and repair, and make all necessary
replacements and repairs so that the value and operating efficiency of
the Equipment is preserved at all times, reasonable wear and tear
excepted. No Borrower shall permit any Equipment to become affixed to
real Property unless any landlord or mortgagee delivers a Lien Waiver
or similar instrument.

LOAN AND SECURITY AGREEMENT

Page 66

8.5. Administration of Deposit Accounts. Schedule 8.5 sets forth all
Deposit Accounts maintained by the Borrowers. Each Borrower shall take all
actions necessary to establish the Agent's control of each such Deposit Account
(other than an account exclusively used for payroll, payroll taxes, or employee
benefits, or an account containing not more that $10,000 at any time). Each
Borrower shall be the sole account holder of each Deposit Account and shall not
allow any other Person (other than the Agent) to have control over a Deposit
Account or any Property deposited therein. Each Borrower shall promptly notify
the Agent of any opening or closing of a Deposit Account.

8.6. General Provisions.

8.6.1. Location of Equipment. All of the Borrowers' Equipment,
other than de minimus amounts of Equipment as may be in the possession
of employees and agents of the Borrowers, shall at all times be kept by
the Borrowers at the business locations set forth in Schedule 8.6.1,
except that UEI may move Equipment with an aggregate value of up to
$1,600,000 without any prior notice to the Agent.

8.6.2. Insurance of Collateral; Condemnation Proceeds.

(a) Each Borrower shall maintain insurance with
respect to the Collateral, covering casualty, hazard, public
liability, theft, malicious mischief, and such other risks, in
such amounts, with such endorsements, and with such insurers
(rated A+ or better by Best Rating Guide) as are reasonably
satisfactory to the Agent. All proceeds under each policy
shall be payable to the Agent. From time to time upon request,
the Borrowers shall deliver the originals or certified copies
of its insurance policies to the Agent. Unless the Agent shall
agree otherwise, each policy shall include satisfactory
endorsements (i) showing the Agent as loss payee or additional
insured, as appropriate, (ii) requiring 30 days prior written
notice to the Agent in the event of cancellation of the policy
for any reason whatsoever, and (iii) specifying that the
interest of the Agent shall not be impaired or invalidated by
any act or neglect of any Borrower or the owner of the
Property, nor by the occupation of the premises for purposes
more hazardous than are permitted by the policy. If any
Borrower fails to provide and pay for such insurance, the
Agent may, at its option, but shall not be required to,
procure the insurance and charge the Borrowers therefor. Each
Borrower agrees to deliver to the Agent, promptly as rendered,
copies of all reports made to insurance companies. While no
Event of Default exists, the Borrowers may settle, adjust, or
compromise any insurance claim, as long as the proceeds are
delivered to the Agent. If an Event of Default exists, only
the Agent shall be authorized to settle, adjust, and
compromise such claims.

(b) During the existence of an Event of Default, any
proceeds of insurance (other than proceeds from workers'
compensation or D&O insurance) and any awards arising from
condemnation of any Collateral shall be paid to the Agent and
applied to payment of the Obligations in accordance with the
provisions of Section 5.6.1. Proceeds from any business
interruption insurance may be used by the Borrowers in the
Ordinary Course of Business.

LOAN AND SECURITY AGREEMENT

Page 67

8.6.3. Protection of Collateral. All expenses of protecting,
storing, warehousing, insuring, handling, maintaining, and shipping any
Collateral, all Taxes payable with respect to any Collateral (including
any sale thereof), and all other payments required to be made by the
Agent to any Person to realize upon any Collateral, shall be borne and
paid by the Borrowers. The Agent shall not be liable or responsible in
any way for the safekeeping of any Collateral, for any loss or damage
thereto (except for reasonable care in its custody while Collateral is
in the Agent's actual possession), for any diminution in the value
thereof, or for any act or default of any warehouseman, carrier,
forwarding agency, or other Person whatsoever, but the same shall be at
the Borrowers' sole risk.

8.6.4. Defense of Title to Collateral. Each Borrower shall at
all times defend its title to Collateral and the Agent's Liens therein
against all Persons, claims, and demands whatsoever, except Permitted
Liens.

8.7. Power of Attorney. Each Borrower hereby irrevocably constitutes
and appoints the Agent (and all Persons designated by the Agent) as such
Borrower's true and lawful attorney (and agent-in-fact) for the purposes
provided in this Section. The Agent, or the Agent's designee, may, without
notice and in either its or a Borrower's name, but at the cost and expense of
the Borrowers:

(a) endorse a Borrower's name on any Payment Item or other
proceeds of Collateral (including proceeds of insurance) that come into
the Agent's possession or control; and

(b) during an Event of Default, (i) notify any Account Debtors
of the assignment of their Accounts, demand, and enforce payment of
Accounts, by legal proceedings or otherwise, and generally exercise any
rights and remedies with respect to Accounts, (ii) settle, adjust,
modify, compromise, discharge, or release any Accounts or other
Collateral, or any legal proceedings brought to collect Accounts or
Collateral, (iii) sell or assign any Accounts and other Collateral upon
such terms, for such amounts and at such times as the Agent deems
advisable, (iv) take control, in any manner, of any proceeds of
Collateral, (v) prepare, file, and sign a Borrower's name to a proof of
claim or other document in a bankruptcy of an Account Debtor, or to any
notice, assignment, or satisfaction of Lien or similar document, (vi)
receive, open, and dispose of mail addressed to a Borrower, and notify
postal authorities to change the address for delivery thereof to such
address as the Agent may designate, (vii) endorse any Chattel Paper,
Document, Instrument, invoice, freight bill, bill of lading, or similar
document or agreement relating to any Accounts, Inventory, or other
Collateral, (viii) use a Borrower's stationery and sign its name to
verifications of Accounts and notices to Account Debtors, (ix) use the
information recorded on or contained in any data processing equipment
and computer hardware and software relating to any Collateral, (x) make
and adjust claims under policies of insurance, (xi) take any action as
may be necessary or appropriate to obtain payment under any letter of
credit or banker's acceptance for which a Borrower is a beneficiary,
and (xii) take all other actions as the Agent deems appropriate to
fulfill any Borrower's obligations under the Loan Documents.

LOAN AND SECURITY AGREEMENT

Page 68

SECTION 9. REPRESENTATIONS AND WARRANTIES

9.1. General Representations and Warranties. To induce the Agent and
the Lenders to enter into this Agreement and to make available the Revolving
Commitments, Revolving Loans, and Letters of Credit, each Borrower represents
and warrants that:

9.1.1. Organization and Qualification. Each Borrower is duly
organized, validly existing, and in good standing under the laws of the
jurisdiction of its organization. Each Borrower is duly qualified,
authorized to do business, and in good standing as a foreign
corporation in each jurisdiction where failure to be so qualified could
reasonably be expected to have a Material Adverse Effect.

9.1.2. Power and Authority. Each Obligor is duly authorized to
execute, deliver, and perform its Loan Documents. The execution,
delivery, and performance of the Loan Documents have been duly
authorized by all necessary action, and do not (a) require any consent
or approval of any holders of Equity Interests of any Obligor, other
than those already obtained, (b) contravene the Organic Documents of
any Obligor, (c) violate or cause a default under any Applicable Law or
Material Contract, or (d) result in or require the imposition of any
Lien (other than Permitted Liens) on any Property of any Obligor.

9.1.3. Enforceability. Each Loan Document is a legal, valid,
and binding obligation of each Obligor party thereto, enforceable in
accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, or similar laws affecting the enforcement of
creditors' rights generally and by equitable principles.

9.1.4. Capital Structure. Schedule 9.1.4 shows, for each
Borrower and Subsidiary (a) its name, (b) its jurisdiction of
organization, (c) as of the Closing Date, with respect to each
Subsidiary, whether it is a Restricted Subsidiary or an Unrestricted
Subsidiary, its authorized and issued Equity Interests, and the holders
of its Equity Interests. Each Borrower has good title to its Equity
Interests in its Subsidiaries, free of any Lien other than the Agent's
Liens and Liens pursuant to the Second Lien Credit Agreement, and all
such Equity Interests are duly issued, fully paid, and non-assessable.

9.1.5. Corporate Names; Locations. During the five years
preceding the Closing Date, except as shown on Schedule 9.1.5A, no
Borrower has been known as or used any corporate, fictitious, or trade
names, has been the surviving corporation of a merger or combination,
or has acquired any substantial part of the assets of any Person. The
chief executive offices and other places of business of the Borrowers
as of the Closing Date are shown on Schedule 8.6.1. Except as shown on
Schedule 9.1.5B, during the five years preceding the Closing Date, no
Borrower has had any other office or place of business.

9.1.6. Title to Properties; Priority of Liens. Amkor has
indefeasible title to the Owned Real Estate and each Borrower has good
title (or valid interests in) all of its Property, including all
Property reflected in any financial statements delivered to the Agent
or the Lenders, in each case free of Liens except Permitted Liens. Each
Borrower has paid and discharged all lawful claims that, if unpaid,
could become a Lien on its Properties, other than Permitted Liens or as
are being Properly Contested. The Agent's

LOAN AND SECURITY AGREEMENT

Page 69

Liens in the Collateral, excluding any Lien on Collateral for which a
certificate of title is issued and the Agent is not in possession of
such certificate of title and listed as first lienholder thereon, are
duly perfected, first priority Liens, subject only to Permitted Liens
that are expressly allowed to have priority over the Agent's Liens.

9.1.7. Accounts. The Agent may rely, in determining which
Accounts are Eligible Accounts and Eligible Foreign Accounts, on all
statements and representations made by the Borrowers with respect
thereto. The Borrowers warrant, with respect to each Account at the
time it is shown as an Eligible Account or an Eligible Foreign Account
in a Borrowing Base Certificate, that:

(a) it is genuine and in all respects what it
purports to be, and is not evidenced by a judgment;

(b) it arises out of a completed, bona fide sale and
delivery of goods or rendition of services in the Ordinary
Course of Business, and substantially in accordance with any
purchase order, contract, or other document relating thereto;

(c) it is for a sum certain, maturing as stated in
the invoice covering such sale or rendition of services, a
copy of which has been furnished or is available to the Agent
on request;

(d) it is not subject to any offset, Lien (other than
the Agent's Lien and the Liens pursuant to the Second Lien
Credit Agreement), deduction, defense, dispute, counterclaim,
or other adverse condition except as arising in the Ordinary
Course of Business and disclosed to the Agent, and it is
absolutely owing by the Account Debtor, without contingency in
any respect;

(e) no purchase order, agreement, document, or
Applicable Law restricts assignment of the Account to the
Agent (regardless of whether, under the UCC, the restriction
is ineffective);

(f) no extension, compromise, settlement,
modification, credit, deduction, or return has been authorized
with respect to the Account, except discounts or allowances
granted in the Ordinary Course of Business for prompt payment
that are reflected on the face of the invoice related thereto
and in the reports submitted to the Agent hereunder; and

(g) to the best of the Borrowers' knowledge, (i)
there are no facts or circumstances that are reasonably likely
to impair the enforceability or collectibility of such Account
and (ii) the Account Debtor had the capacity to contract when
the Account arose, continues to meet the applicable Borrower's
customary credit standards, is Solvent, is not contemplating
or subject to an Insolvency Proceeding, and has not failed or
ceased doing business.

9.1.8. Financial Statements. The consolidated and
consolidating balance sheets, and related statements of income, cash
flow, and shareholder's equity, as applicable, of the Borrowers that
have been and are from time to time hereafter delivered to the Agent

LOAN AND SECURITY AGREEMENT

Page 70

and the Lenders, are prepared in accordance with GAAP, and fairly
present the financial positions and results of operations of the
Borrowers at the dates and for the periods indicated. Since September
30, 2005 there has been no change in the condition, financial or
otherwise, of any Borrower that could reasonably be expected to have a
Material Adverse Effect. No financial statement delivered to the Agent
or the Lenders at any time contains any untrue statement of a material
fact, nor fails to disclose any material fact necessary to make such
financial statement not materially misleading. Each Borrower is
Solvent.

9.1.9. Surety Obligations. No Borrower is obligated as surety
or indemnitor under any bond or other contract that assures payment or
performance of any obligation of any Person, except as permitted
hereunder.

9.1.10. Taxes. Each Borrower has filed all federal, state, and
local tax returns and other reports that it is required by law to file,
and has paid, or made provision for the payment of, all Taxes upon it,
its income, and its Properties that are due and payable, except to the
extent being Properly Contested or where the failure to do so could
reasonably be expected to result in any liability in excess of
$10,000,000. The provision for Taxes on the books of each Borrower is
adequate for all years not closed by applicable statutes, and for its
current Fiscal Year.

9.1.11. Brokers. There are no brokerage commissions, finder's
fees, or investment banking fees payable in connection with any
transactions contemplated by the Loan Documents.

9.1.12. Intellectual Property. Each Borrower owns or has the
lawful right to use all Intellectual Property reasonably necessary for
the conduct of its business, without conflict with any rights of others
except for any such conflict that could not reasonably be expected to
have a Material Adverse Effect. As of the Closing Date, (a) except as
set forth in Schedule 9.1.17, there is no pending or threatened (in
writing) Intellectual Property Claim with respect to any Borrower or
any of their Intellectual Property, (b) except as disclosed on Schedule
9.1.12, no Borrower pays or owes any Royalty or other compensation to
any Person with respect to any Intellectual Property, and (c) all
Intellectual Property registered in the United States owned, used, or
licensed by any Borrower is shown on Schedule 9.1.12.

9.1.13. Governmental Approvals. Each Borrower has, and is in
compliance with, and is in good standing with respect to, all
Governmental Approvals necessary to conduct its business and to own,
lease, and operate its Properties, in each case in all material
respects. All necessary import, export, or other licenses, permits, or
certificates for the import or handling of any goods or other
Collateral have been procured and are in effect, and the Borrowers have
complied with all foreign and domestic laws with respect to the
shipment and importation of any goods or Collateral, except, in each
case, where such failure or noncompliance could not reasonably be
expected to have a Material Adverse Effect.

LOAN AND SECURITY AGREEMENT

Page 71

9.1.14. Compliance with Laws. Each Borrower has duly complied,
and its Properties and business operations are in compliance, in all
material respects with all Applicable Law, except where noncompliance
could not reasonably be expected to have a Material Adverse Effect.
There have been no material citations, notices, or orders of
noncompliance issued to any Borrower under any Applicable Law. To each
Borrower's knowledge, no Inventory has been produced in violation of
the FLSA.

9.1.15. Compliance with Environmental Laws. Except as
disclosed on Schedule 9.1.15, no Borrower's operations, Real Estate, or
other Properties are subject to any federal, state, or local
investigation to determine whether any remedial action is needed to
address any environmental pollution, hazardous material, or
environmental clean-up. No Borrower has received any Environmental
Notice. No Borrower has any contingent liability with respect to any
Environmental Release, environmental pollution, or hazardous material
on any Real Estate now or previously owned, leased, or operated by it.

9.1.16. Burdensome Contracts. No Borrower is a party or
subject to any contract, agreement, or charter restriction that could
reasonably be expected to have a Material Adverse Effect. As of the
Closing Date, no Borrower is party or subject to any Restrictive
Agreement, except as shown on Schedule 9.1.16, none of which prohibit
the execution or delivery of any Loan Documents by an Obligor nor the
performance by an Obligor of any obligations thereunder.

9.1.17. Litigation. Except as shown on Schedule 9.1.17, there
are no proceedings or investigations pending or, to any Borrower's
knowledge, threatened against any Borrower, or any of their businesses,
operations, Properties, prospects, or conditions, that (a) relate to
any Loan Documents or transactions contemplated thereby, or (b) as of
the Closing Date, could reasonably be expected to have a Material
Adverse Effect if determined adversely to any Borrower. No Borrower is
in default with respect to any order, injunction, or judgment of any
Governmental Authority.

9.1.18. No Defaults. No event or circumstance has occurred or
exists that constitutes a Default or Event of Default. No Borrower is
in default, and no event or circumstance has occurred or exists that
with the passage of time or giving of notice would constitute a
default, under any Material Contract or in the payment of principal or
interest with respect to any Borrowed Money. Except as could not
reasonably be expected to result in a Material Adverse Effect, there is
no basis upon which any party (other than a Borrower) could terminate a
Material Contract prior to its scheduled termination date.

9.1.19. ERISA. Each Borrower is in full compliance with the
requirements of all Applicable Law, including ERISA, relating to each
Multiemployer Plan. No fact or situation exists that could reasonably
be expected to result in a Material Adverse Effect in connection with
any Multiemployer Plan. No Borrower has any withdrawal liability in
connection with a Multiemployer Plan. As of the Closing Date, no
Borrower has any liability with respect to the Foreign Plans in excess
of the amount specified in Amkor's financial statements dated September
30, 2005 delivered to the Lenders, plus any

LOAN AND SECURITY AGREEMENT

Page 72

additional amount accrued in the Ordinary Course of Business since such
date and additional amounts resulting from changes in currency exchange
rates.

9.1.20. Trade Relations. There exists no actual or threatened
termination or limitation of any business relationship between any
Borrower and any customer or supplier, or any group of customers or
suppliers, which individually or in the aggregate could reasonably be
expected to result in a Material Adverse Effect. There exists no
condition or circumstance that could reasonably be expected to
materially impair the ability of any Borrower to conduct its business
at any time hereafter in substantially the manner as conducted on the
Closing Date.

9.1.21. Labor Relations. Except as described on Schedule
9.1.21, as of the Closing Date, no Borrower is party to or bound by any
collective bargaining agreement. There are no material grievances,
disputes, or controversies with any union or other organization of any
Borrower's employees, or, to any Borrower's knowledge, any asserted or
threatened strikes, work stoppages, or demands for collective
bargaining.

9.1.22. Reserved.

9.1.23. Not a Regulated Entity. No Obligor is (a) an
"investment company" or a "person directly or indirectly controlled by
or acting on behalf of an investment company" within the meaning of the
Investment Company Act of 1940, (b) a "holding company," a "subsidiary
company" of a "holding company," or an "affiliate" of either, within
the meaning of the Public Utility Holding Company Act of 1935, or (c)
subject to regulation under the Federal Power Act, the Interstate
Commerce Act, any public utilities code or any other Applicable Law
regarding its authority to incur Indebtedness.

9.1.24. Margin Stock. No Borrower is engaged, principally or
as one of its important activities, in the business of extending credit
for the purpose of purchasing or carrying any Margin Stock. No
Revolving Loan proceeds or Letters of Credit will be used by the
Borrowers to purchase or carry, or to reduce or refinance any
Indebtedness incurred to purchase or carry, any Margin Stock or for any
related purpose governed by Regulations T, U, or X of the Board of
Governors.

9.1.25. Plan Assets. No Borrower is an entity deemed to hold
"plan assets" within the meaning of 29 C.F.R. Section 2510.3-101 of any
"employee benefit plan" (as defined in Section 3(3) of ERISA) that is
subject to Title I of ERISA or any "plan" (within the meaning of
Section 4975 of the Internal Revenue Code), and neither the execution
of this Agreement nor the funding of any Revolving Loans gives rise to
a prohibited transaction within the meaning of Section 406 of ERISA or
Section 4975 of the Internal Revenue Code.

9.2. Complete Disclosure. No Loan Document contains any untrue
statement of a material fact, nor when viewed together with Amkor's periodic
reports filed under the Exchange Act and the rules and regulations promulgated
thereunder fails to disclose any material fact necessary to make the statements
contained therein not materially misleading. There is no fact or circumstance
that any Obligor has failed to disclose to the Agent in writing or is included
in its

LOAN AND SECURITY AGREEMENT

Page 73

periodic reports filed under the Exchange Act and the rules and regulations
promulgated thereunder that could reasonably be expected to have a Material
Adverse Effect.

SECTION 10. COVENANTS AND CONTINUING AGREEMENTS

10.1. Affirmative Covenants. For so long as any Revolving Commitments
or Obligations are outstanding, each Borrower shall, and shall cause each other
Obligor to keep the following covenants.

10.1.1. Inspections.

(a) Each Borrower shall, and shall cause each other
Obligor to, permit the Agent from time to time, subject to
(except when a Default or Event of Default exists) reasonable
notice and normal business hours, to visit and inspect the
Properties of any Borrower or Obligor, inspect, audit, and
make extracts from any Borrower's or Subsidiary's books and
records, and discuss with its officers, employees, agents,
advisors, and independent accountants such Borrower's or
Obligor's business, financial condition, assets, prospects,
and results of operations. The Lenders may participate in any
such visit or inspection, at their own expense. Neither the
Agent nor any Lender shall have any duty to any Borrower to
make any inspection, nor to share any results of any
inspection or report with any Borrower.

(b) Each Borrower shall, and shall cause each Obligor
to, reimburse the Agent for all charges, costs, and expenses
of the Agent in connection with examinations of any Obligor's
books and records or any other financial or Collateral matters
as the Agent deems appropriate. Subject to the foregoing, the
Borrowers shall pay the Agent's standard charges ($850 per day
as of the Closing Date) for each day that an employee of the
Agent or its Affiliates is engaged in any examination
activities.

10.1.2. Financial and Other Information. Each Borrower shall,
and shall cause each Obligor to, keep adequate records and books of
account with respect to its business activities, in which proper
entries are made in accordance with GAAP reflecting all financial
transactions, and furnish to the Agent and the Lenders:

(a) as soon as available, and in any event upon the
earlier of 120 days after the end of each Fiscal Year or the
filing of Amkor's annual report on Form 10-K, balance sheets
as of the end of such Fiscal Year and the related statements
of income, cash flow, and shareholders' equity for such Fiscal
Year, on both a consolidated basis for Amkor and its
Subsidiaries and on a consolidating basis for the Borrowers
with respect to balance sheets and statements of income, which
consolidated statements shall be certified by a firm of
independent certified public accountants of recognized
national standing selected by the Borrowers and acceptable to
the Agent, and shall set forth in comparative form
corresponding figures for the preceding Fiscal Year;

LOAN AND SECURITY AGREEMENT

Page 74

(b) as soon as available, and in any event within 35
days after the end of each month, but for each month which is
the last month of a Fiscal Quarter, within the earlier to
occur of 60 days after the last day of such month or the
filing of Amkor's quarterly report on Form 10-Q, unaudited
balance sheets as of the end of such month and the related
statements of income for such month and for the portion of the
Fiscal Year then elapsed, on a consolidated basis and
consolidating basis with respect to balance sheets and
statements of income for the Borrowers and cash flow as of the
end of a Fiscal Quarter on a consolidated basis, setting forth
in comparative form corresponding figures for the preceding
Fiscal Year and certified by the principal financial officer
of the Borrower Agent as prepared in accordance with GAAP and
fairly presenting the financial position and results of
operations for such month and period, subject only to changes
from audit and year-end adjustments and except that such
statements need not contain notes;

(c) concurrently with delivery of financial
statements under clause (a) and clause (b) preceding, or more
frequently if requested by the Agent while a Default or Event
of Default exists, a Compliance Certificate executed by the
chief financial officer of the Borrower Agent or such other
officer of the Borrower Agent as may be acceptable to the
Agent;

(d) concurrently with delivery of financial
statements under clause (a) and clause (b) preceding, (i) a
listing of each new business location of the Borrowers and
(ii) a listing of each registration by any Borrower of any
patent, trademark, or copyright with the United States Patent
and Trademark Office or the United States Copyright Office, as
applicable, together with all information required by the
Agent to perfect the Agent's Liens in such Intellectual
Property;

(e) not later than 30 days prior to the end of each
Fiscal Year, projections of the Borrowers' consolidated
balance sheets, results of operations, cash flow, and
Availability for the next three Fiscal Years, year by year,
and for the next Fiscal Year, on a fiscal quarter basis;

(f) at the Agent's request, a listing of each
Borrower's trade payables, specifying the trade creditor and
balance due, and a detailed trade payable aging, all in form
satisfactory to the Agent;

(g) promptly after the sending or filing thereof, (i)
copies of any proxy statements, financial statements, or
reports that any Borrower has made generally available to its
shareholders, (ii) copies of any regular, periodic, and
special reports or registration statements or prospectuses
that any Borrower files with the Securities and Exchange
Commission or any other Governmental Authority, or any
securities exchange; and (iii) copies of any press releases or
other statements made available by a Borrower to the public
concerning material changes to or developments in the business
of such Borrower;

(h) promptly upon the request of the Agent, copies of
any annual report filed in connection with a Plan, and such
other reports and information

LOAN AND SECURITY AGREEMENT

Page 75

(financial or otherwise) as may be requested by the Agent in
connection with any Collateral or any Obligor's financial
condition or business; and

(i) concurrently with delivery of each Borrowing Base
Certificate provided pursuant to Section 8.1, a calculation of
the Borrowers' cash and Cash Equivalents, as required to
calculate Total Availability, maintained in the United States
as of the effective date of such Borrowing Base Certificate.

Simultaneously with retaining accountants for their annual audit, the
Borrowers shall send a letter to the accountants, with a copy to the
Agent and the Lenders, notifying the accountants that one of the
primary purposes for retaining their services and obtaining audited
financial statements is for use by the Agent and the Lenders. The Agent
is authorized to send such notice if the Borrowers fail to do so for
any reason.

10.1.3. Notices. Each Borrower shall notify the Agent and the
Lenders in writing, promptly after a Borrower's obtaining knowledge
thereof, of any of the following that affects any Obligor: (a) the
threat or commencement of any proceeding or investigation, whether or
not covered by insurance, if an adverse determination could reasonably
be expected to have a Material Adverse Effect; (b) any pending or
threatened labor dispute, strike, or walkout, or the expiration of any
material labor contract to the extent any such dispute, strike,
walkout, or expiration could reasonably be expected to cause a Material
Adverse Effect; (c) any material breach of, event of default under, or
termination prior to its scheduled termination date of a Material
Contract; (d) the existence of any Default or Event of Default; (e) any
judgment in an amount exceeding $1,000,000; (f) the assertion of any
Intellectual Property Claim, if an adverse resolution could reasonably
be expected to have a Material Adverse Effect; (g) any violation or
asserted violation of any Applicable Law (including ERISA, OSHA, FLSA,
or any Environmental Laws), if an adverse resolution could reasonably
be expected to have a Material Adverse Effect; (h) any Environmental
Release by an Obligor or on any Property owned, leased, or occupied by
an Obligor; or receipt of any Environmental Notice; (i) the discharge
of or any withdrawal or resignation by the Borrowers' independent
accountants; or (j) any opening of a new office or place of business.

10.1.4. Reserved.

10.1.5. Compliance with Laws. Each Borrower shall, and shall
cause each Obligor to, comply with all material Applicable Laws,
including ERISA, Environmental Laws, FLSA, OSHA, Anti-Terrorism Laws,
and laws regarding collection and payment of Taxes, and maintain all
Governmental Approvals necessary to the ownership of its Properties or
conduct of its business, unless, in each case, failure to comply (other
than failure to comply with Anti-Terrorism Laws) or maintain compliance
could not reasonably be expected to have a Material Adverse Effect.
Without limiting the generality of the foregoing, if any Environmental
Release occurs at or on any Properties of any Borrower, it shall act
promptly and diligently to investigate and report to the Agent and all
appropriate Governmental Authorities the extent of, and to make
appropriate remedial action to eliminate, such Environmental Release,
whether or not directed to do so by any Governmental Authority.

LOAN AND SECURITY AGREEMENT

Page 76

10.1.6. Taxes. Each Borrower shall pay and discharge all
material Taxes prior to the date on which they become delinquent or
penalties attach, unless such Taxes are being Properly Contested.

10.1.7. Insurance. Each Borrower shall, in addition to the
insurance required hereunder with respect to Collateral, maintain
insurance with insurers satisfactory to the Agent with respect to the
Properties and business of the Borrowers of such type, in such amounts,
and with such coverages and deductibles as are customary for companies
similarly situated.

10.1.8. Licenses. Each Borrower shall (a) keep each material
License affecting any Collateral (including the manufacture,
distribution, or disposition of Inventory) or any other material
Property of the Borrowers in full force and effect, (b) pay all
Royalties when due, and (c) notify the Agent of any default or breach
asserted by any Person to have occurred under any material License
affecting any Collateral.

10.1.9. Future Subsidiaries. Each Borrower shall promptly
notify the Agent upon any Person becoming a Subsidiary. Excluding the
Excluded Domestic Subsidiaries, each Domestic Subsidiary formed or
acquired after the Closing Date which at any time has assets in excess
of $10,000, shall guarantee the Obligations in a manner satisfactory to
the Agent, and execute and deliver such documents, instruments, and
agreements and take such other actions as the Agent shall require to
evidence and perfect a Lien in favor of the Agent (for the benefit of
the Secured Parties) on all assets of such Person, including delivery
of such legal opinions, in form and substance satisfactory to the
Agent, as it shall deem appropriate.

10.1.10. Designation of Restricted and Unrestricted
Subsidiaries. The board of directors of Amkor may designate any
Restricted Subsidiary to be an Unrestricted Subsidiary so long as such
designation would not cause a Default or Event of Default hereunder;
provided that Amkor delivers notice of any such designation to the
Agent at least five days prior to the effective date of such
designation. If a Restricted Subsidiary is designated as an
Unrestricted Subsidiary, all outstanding Investments owned by Amkor and
its Restricted Subsidiaries in the Subsidiary so designated will be
deemed to be an Investment made as of the time of such designation and
will reduce the amount available for Restricted Payments under Section
10.2.2 or Permitted Investments, as applicable. All such outstanding
Investments will be valued at their fair market value at the time of
such designation. That designation will only be permitted if such
Restricted Payment would be permitted at that time and if such
Restricted Subsidiary otherwise meets the definition of an Unrestricted
Subsidiary. The board of directors of Amkor may redesignate any
Unrestricted Subsidiary to be a Restricted Subsidiary if the
redesignation would not cause a Default or Event of Default.

10.2. Negative Covenants. For so long as any Revolving Commitments or
Obligations are outstanding, each Borrower shall, and shall cause each
Subsidiary keep the following covenants.

LOAN AND SECURITY AGREEMENT

Page 77

10.2.1. Stay, Extension and Usury Laws. Each Borrower
covenants (to the extent that it may lawfully do so) that it shall not,
and that none of the other Obligors shall, at any time insist upon,
plead, or in any manner whatsoever claim or take the benefit or
advantage of, any stay, extension, or usury law wherever enacted, now
or at any time hereafter in force, that may affect the covenants or the
performance of this Agreement or any other Loan Document, and each
Borrower hereby expressly waives all benefit or advantage of any such
law, and covenants that it shall not, by resort to any such law,
hinder, delay, or impede the execution of any power herein granted to
the Agent or the Lenders, but shall suffer and permit the execution of
every such power as though no such law has been enacted.

10.2.2. Restricted Payments.

(a) Amkor will not, nor will it permit any of its
Restricted Subsidiaries to, directly or indirectly (w) declare
or pay any dividend or make any other payment or distribution
on account of Amkor's or any of its Restricted Subsidiaries'
Equity Interests (including, without limitation, any payment
in connection with any merger or consolidation involving Amkor
or any of its Restricted Subsidiaries) or to the direct or
indirect holders of Amkor's or any of its Restricted
Subsidiaries' Equity Interests in their capacity as such
(other than dividends or distributions payable in Equity
Interests (other than Disqualified Stock) of Amkor or to Amkor
or a Restricted Subsidiary of Amkor), (x) purchase, redeem, or
otherwise acquire or retire for value (including, without
limitation, in connection with any merger or consolidation
involving Amkor) any Equity Interests of Amkor or any direct
or indirect parent of Amkor or any Restricted Subsidiary of
Amkor (other than any such Equity Interests owned by Amkor or
any Restricted Subsidiary of Amkor), (y) make any payment on
or with respect to, or purchase, redeem, defease, or otherwise
acquire or retire for value any Subordinated Debt, except a
payment of interest or principal at the Stated Maturity
thereof, or (z) make any Restricted Investment (all such
payments and other actions set forth in clause (w) through
clause (z) preceding being collectively referred to as
"Restricted Payments"), unless, at the time of and after
giving effect to such Restricted Payment:

(i) no Default or Event of Default shall
have occurred and be continuing or would occur as a
consequence thereof;

(ii) Amkor would, at the time of such
Restricted Payment and after giving pro forma effect
thereto as if such Restricted Payment had been made
at the beginning of the applicable four-quarter
period, have been permitted to incur at least $1.00
of additional Indebtedness pursuant to Section
10.2.4; and

(iii) such Restricted Payment, together with
the aggregate amount of all other Restricted Payments
made by Amkor and its Restricted Subsidiaries after
October 27, 2004 (excluding Restricted Payments
permitted by clause (ii), clause (iii), clause (iv),
clause (vii), and

LOAN AND SECURITY AGREEMENT

Page 78

clause (ix) of Section 10.2.2(b)), is less than the
sum, without duplication, of (A) 50.0% of the
Consolidated Net Income of Amkor for the period
(taken as one period) from the beginning of the
Fiscal Quarter commencing on April 1, 2003 to the end
of Amkor's most recently ended Fiscal Quarter for
which internal financial statements are available at
the time of such Restricted Payment (or, if such
Consolidated Net Income for such period is a deficit,
less 100% of such deficit), plus (B) 100% of the
aggregate net cash proceeds received by Amkor since
May 8, 2003 as a contribution to its common equity
capital or from the issue or sale of Equity Interests
of Amkor (other than Disqualified Stock) (other than
Equity Interests (or Disqualified Stock or debt
securities) sold to a Subsidiary of Amkor), plus (C)
to the extent that any Restricted Investment that was
made after October 27, 2004 is sold for cash or
otherwise liquidated or repaid for cash, the lesser
of (y) the cash return of capital with respect to
such Restricted Investment (less the cost of
disposition, if any) and (z) the initial amount of
such Restricted Investment, plus (D) the amount by
which (1) Indebtedness (other than Disqualified
Stock) of Amkor or any Restricted Subsidiary issued
after the Closing Date is reduced on Amkor's
consolidated balance sheet (if prepared in accordance
with GAAP as of the date of determination) and (2)
Disqualified Stock of Amkor issued after October 27,
2004 (held by any Person other than any Restricted
Subsidiary) is reduced (measured with reference to
its redemption or repurchase price), in each case, as
a result of the conversion or exchange of any such
Indebtedness or Disqualified Stock into Equity
Interests (other than Disqualified Stock) of Amkor,
less, in each case, any cash distributed by Amkor
upon such conversion or exchange, plus (E) to the
extent that any Investment in any Unrestricted
Subsidiary that was made after October 27, 2004 is
sold for cash or otherwise liquidated, repaid for
cash or such Unrestricted Subsidiary is converted
into a Restricted Subsidiary, the lesser of (y) an
amount equal to the sum of (1) the net reduction in
Investments in Unrestricted Subsidiaries resulting
from dividends, repayments of loans or advances, or
other transfers of assets, in each case to Amkor or
any Restricted Subsidiary from Unrestricted
Subsidiaries, and (2) the fair market value of the
net assets of an Unrestricted Subsidiary at the time
such Unrestricted Subsidiary is designated a
Restricted Subsidiary and (z) the remaining amount of
the Investment in such Unrestricted Subsidiary which
has not been repaid or converted into cash or assets.

(b) Section 10.2.2(a) preceding will not prohibit (i)
the payment of any dividend within 60 days after the date of
declaration thereof, if at the date of declaration no Default
or Event of Default has occurred and is continuing or would be
caused thereby and such payment would have complied with the
provisions of this Agreement, (ii) the making of any payment
on or with respect to, or in connection with, the redemption,
repurchase, retirement, defeasance, or other acquisition of,
any Indebtedness of Amkor or any Restricted Subsidiary that is
subordinated to the Obligations or of any Equity Interests of
Amkor or

LOAN AND SECURITY AGREEMENT

Page 79

any Restricted Subsidiary in exchange for, or out of the net
cash proceeds of the substantially concurrent sale (other than
to a Subsidiary of Amkor) of, Equity Interests (other than
Disqualified Stock) of Amkor or any subordinated Indebtedness
of Amkor; provided that the amount of any such net cash
proceeds that are utilized for any such redemption,
repurchase, retirement, defeasance, or other acquisition shall
be excluded from clause (a)(iii)(B) preceding, (iii) the
making of any payment on or with respect to, or in connection
with, the defeasance, redemption, repurchase, or other
acquisition of Indebtedness of Amkor or any Restricted
Subsidiary that is subordinated to the Obligations with the
net cash proceeds from the incurrence of Permitted Refinancing
Indebtedness, (iv) the payment of any dividend by a Restricted
Subsidiary of Amkor to the holders of its common capital stock
on a pro rata basis, (v) so long as no Default or Event of
Default has occurred and is continuing or would be caused
thereby, the repurchase, redemption, or other acquisition or
retirement for value of any Equity Interests of Amkor or any
Restricted Subsidiary of Amkor held by any employee of Amkor
or any Restricted Subsidiary pursuant to any employee equity
subscription agreement, stock ownership plan, or stock option
agreement in effect from time to time; provided that the
aggregate price paid for all such repurchased, redeemed,
acquired, or retired Equity Interests shall not exceed
$2,000,000 in any twelve-month period and $10,000,000 in the
aggregate since October 27, 2004, (vi) the making of any
payment on or with respect to, or repurchase, redemption,
defeasance, or other acquisition or retirement for value of
the Convertible Subordinated Notes in connection with (A) so
long as no Event of Default has occurred and is continuing or
would be caused thereby, an optional redemption of any
Convertible Subordinated Notes on or after the dates such
notes become redeemable or (B) the honoring by Amkor of any
conversion request into Equity Interests (other than
Disqualified Stock) by a holder of any Convertible
Subordinated Notes or any future convertible notes of Amkor
(including the payment by Amkor of any cash in lieu of
fractional shares) in accordance with their terms, (vii) that
portion of Investments the payment for which consists
exclusively of Equity Interests (other than Disqualified
Stock) of Amkor, (viii) so long as no Default or Event of
Default has occurred and is continuing or would be caused
thereby, other Restricted Payments in an aggregate amount not
to exceed $75,000,000 during the period beginning October 27,
2004 and continuing through and including the Termination
Date, (ix) the repurchase of Equity Interests of Amkor that
may be deemed to occur upon the exercise of stock options if
such Equity Interests represent a portion of the exercise
price thereof, (x) any payments to one or more shareholders of
Amkor in connection with settling shareholder obligations for
income taxes in respect of tax periods ending prior to the
conversion of Amkor from "S" corporation status to "C"
corporation status, and (xi) in the case of an Asset Sale, any
mandatory offer to repurchase the Senior Subordinated Notes in
connection with an Asset Sale after Amkor has complied with
its obligations to the Lenders under Section 5.2.

(c) The amount of all Restricted Payments (other than
cash) shall be the fair market value on the date of the
Restricted Payment of the asset(s) or securities proposed to
be transferred or issued by Amkor or such Restricted

LOAN AND SECURITY AGREEMENT

Page 80

Subsidiary, as the case may be, pursuant to the Restricted
Payment. The fair market value of any assets or securities
that are required to be valued by this covenant with a fair
market value in excess of $1,000,000 but less than $5,000,000
shall be evidenced by an Officers' Certificate which shall be
delivered to the Agent. The fair market value of any assets or
securities that are required to be valued by this covenant
with a fair market value in excess of $5,000,000 shall be
determined by Amkor's board of directors whose resolution with
respect thereto shall be delivered to the Agent. Not later
than the date of making any Restricted Payment, Amkor shall
deliver to the Agent an Officers' Certificate stating that
such Restricted Payment is permitted and setting forth the
basis upon which the calculations required by this Section
10.2.2 were computed, together with a copy of any fairness
opinion or appraisal required by this Agreement.

10.2.3. Dividend and Other Payment Restrictions Affecting
Subsidiaries. Amkor shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, create or permit to
exist or become effective any encumbrance or restriction on the ability
of any Restricted Subsidiary to (a)(i) pay dividends or make any other
distributions to Amkor or any of its Restricted Subsidiaries (A) on
such Restricted Subsidiary's Equity Interests or (B) with respect to
any other interest or participation in, or measured by, such Restricted
Subsidiary's profits or (ii) pay any indebtedness owed to Amkor or any
of its Restricted Subsidiaries, (b) make loans or advances to Amkor or
any of its Restricted Subsidiaries, or (c) transfer any of its
properties or assets to Amkor or any of its Restricted Subsidiaries,
except for such encumbrances or restrictions existing under or by
reasons of (I) Existing Indebtedness as in effect on the date hereof
and any amendments, modifications, restatements, renewals, increases,
supplements, refundings, replacements, or refinancings thereof,
provided that such amendments, modifications, restatements, renewals,
increases, supplements, refundings, replacements, or refinancings are
no more restrictive, taken as a whole, with respect to such dividend
and other payment restrictions than those contained in such Existing
Indebtedness, as in effect on the date hereof, (II) this Agreement,
(III) applicable law, (IV) any instrument governing Indebtedness or
Equity Interests of a Person acquired by Amkor or any of its Restricted
Subsidiaries as in effect at the time of such acquisition (except to
the extent such Indebtedness was incurred in connection with or in
contemplation of such acquisition), which encumbrance or restriction is
not applicable to any Person, or the properties or assets of any
Person, other than the Person, or the property or assets of the Person,
so acquired, provided that, in the case of Indebtedness, such
Indebtedness was permitted by the terms of this Agreement to be
incurred, (V) customary non-assignment provisions in leases, licenses,
and other contracts entered into in the ordinary course of business and
consistent with past practices, (VI) purchase money obligations or
Capital Lease Obligations for property acquired in the ordinary course
of business that impose restrictions on the property so acquired of the
nature described in clause (c) preceding, (VII) any agreement for the
sale or other disposition of a Restricted Subsidiary that restricts
dividends, distributions, loans, advances, or transfers by such
Restricted Subsidiary pending its sale or other disposition, (VIII)
Permitted Refinancing Indebtedness, provided that the restrictions
contained in the agreements governing such Permitted Refinancing
Indebtedness are no more restrictive, taken as a whole, than those
contained in the agreements governing the Indebtedness being
refinanced, (IX) agreements entered into with respect to Liens

LOAN AND SECURITY AGREEMENT

Page 81

securing Indebtedness otherwise permitted to be incurred pursuant to
the provisions of Section 10.2.7 that limit the right of Amkor or any
of its Restricted Subsidiaries to dispose of the assets subject to such
Lien, (X) provisions with respect to the disposition or distribution of
assets or property in joint venture agreements and other similar
agreements entered into in the ordinary course of business, (XI)
restrictions on cash or other deposits or net worth imposed by
customers under contracts entered into in the ordinary course of
business, (XII) any Receivables Program for any Subsidiary of Amkor
which is not a Borrower, and (XIII) any restriction imposed pursuant to
contracts for the sale of assets with respect to the transfer of the
assets to be sold pursuant to such contract.

10.2.4. Incurrence of Indebtedness and Issuance of Preferred
Stock.

(a) Amkor shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, create,
incur, issue, assume, guarantee, or otherwise become directly
or indirectly liable, contingently or otherwise, with respect
to (collectively, "incur") any Indebtedness (including
Acquired Indebtedness), and Amkor will not issue any
Disqualified Stock and will not permit any of its Restricted
Subsidiaries to issue any shares of preferred stock; provided,
however, that Amkor and any Restricted Subsidiary that is a
Subsidiary Guarantor may incur Indebtedness (including
Acquired Indebtedness), and Amkor may issue Disqualified
Stock, and any Restricted Subsidiary that is a Subsidiary
Guarantor may issue preferred stock, if the Consolidated
Interest Expense Coverage Ratio for Amkor's most recently
ended four full Fiscal Quarters for which internal financial
statements are available immediately preceding the date on
which such additional Indebtedness is incurred or such
Disqualified Stock or preferred stock is issued would have
been at least 2.0 to 1.0, determined on a pro forma basis
(including a pro forma application of the net proceeds
therefrom), as if the additional Indebtedness had been
incurred, or the Disqualified Stock or preferred stock had
been issued, as the case may be, at the beginning of such
four-quarter period.

(b) Section 10.2.4(a) preceding will not prohibit the
incurrence of any of the following items of Indebtedness
(collectively, "Permitted Debt"):

(i) the incurrence by Amkor and its
Restricted Subsidiaries of any Permitted Bank Debt;
provided that the aggregate principal amount of all
such Indebtedness and the Indebtedness under the
Second Lien Credit Agreement at any one time
outstanding shall not exceed the greater of (A)
$100,000,000, plus 85.0% of the consolidated accounts
receivable of Amkor, plus 50.0% of the consolidated
inventory of Amkor and (B) the product of 2.25
multiplied by the Consolidated Cash Flow for Amkor's
most recently ended four full Fiscal Quarters for
which internal financial statements are available
immediately preceding the date on which such
Permitted Bank Debt is incurred; provided, further,
that none of such Indebtedness (including
specifically any Permitted Bank Debt other than the
Obligations) may be secured by any of the Collateral;

LOAN AND SECURITY AGREEMENT

Page 82

(ii) the incurrence by Amkor and its
Subsidiaries of Existing Indebtedness;

(iii) the incurrence by the Obligors of the
Obligations;

(iv) the incurrence by Amkor or any of its
Restricted Subsidiaries of (A) Indebtedness incurred
for the purpose of financing all or any part of the
purchase price or cost of construction or improvement
of property, plant, or equipment used in the business
of Amkor or any of its Restricted Subsidiaries and
(B) Capital Lease Obligations, in an aggregate amount
at any time outstanding, including all Permitted
Refinancing Indebtedness incurred to refund,
refinance, or replace any Indebtedness incurred
pursuant to this clause (iv), not to exceed the
greater of $75,000,000 or 10.0% of Amkor's
Consolidated Net Assets;

(v) the incurrence by Amkor or any of its
Restricted Subsidiaries of Permitted Refinancing
Indebtedness in exchange for, or the net proceeds of
which are used to refund, refinance, or replace,
Indebtedness (other than intercompany Indebtedness)
that was permitted by this Agreement to be incurred
under Section 10.2.4(a) or clause (ii), clause (v),
clause (xiii), or clause (xiv) of this Section
10.2.4(b);

(vi) the incurrence by Amkor or any of its
Restricted Subsidiaries of intercompany Indebtedness
between or among Amkor and any of its Restricted
Subsidiaries; provided, however, that (A) if Amkor or
any Subsidiary Guarantor is the obligor on such
Indebtedness and such Indebtedness is in favor of a
Restricted Subsidiary other than a Wholly Owned
Restricted Subsidiary, such Indebtedness must be
expressly subordinated to the prior payment in full
in cash of the Obligations and (B)(I) any subsequent
issuance or transfer of Equity Interests that results
in such Indebtedness being held by a Person other
than Amkor or a Wholly Owned Restricted Subsidiary
thereof and (II) any sale or other transfer of any
such Indebtedness to a Person that is not either
Amkor or a Wholly Owned Restricted Subsidiary
thereof, shall be deemed, in each case, to constitute
an incurrence of such Indebtedness by Amkor or such
Restricted Subsidiary, as the case may be, that was
not permitted by this clause (vi);

(vii) the incurrence by Amkor or any of its
Restricted Subsidiaries of Hedging Obligations that
are incurred for the purpose of fixing or hedging
interest rate, commodity, or currency risk in the
ordinary course of business for bona fide hedging
purposes; provided that the notional principal amount
of any such Hedging Obligation with respect to
interest rates does not exceed the amount of
Indebtedness or other liability to which such Hedging
Obligation relates;

LOAN AND SECURITY AGREEMENT

Page 83

(viii) the Guarantee by Amkor or any of the
Subsidiary Guarantors or a Restricted Subsidiary of
Amkor that was permitted to be incurred by another
provision of this Section 10.2.4;

(ix) the incurrence by Amkor's Unrestricted
Subsidiaries of Non-Recourse Debt; provided, however,
that if any such Indebtedness ceases to be
Non-Recourse Debt of an Unrestricted Subsidiary, such
event shall be deemed to constitute an incurrence of
Indebtedness by a Restricted Subsidiary of Amkor that
was not permitted by this clause (ix);

(x) the incurrence of Indebtedness solely in
respect of performance, surety, and similar bonds or
completion or performance Guarantees, to the extent
that such incurrence does not result in the
incurrence of any obligation for the payment of
borrowed money to others;

(xi) the incurrence of Indebtedness arising
from the agreements of Amkor or a Restricted
Subsidiary of Amkor providing for indemnification,
adjustment of purchase price, or similar obligations,
in each case, incurred or assumed in connection with
the disposition of any business, assets, or a
Subsidiary; provided, however, that (A) such
Indebtedness is not reflected as a liability on the
balance sheet of Amkor or any Restricted Subsidiary
of Amkor and (B) the maximum assumable liability in
respect of all such Indebtedness shall at no time
exceed the gross proceeds, including non-cash
proceeds (the fair market value of such non-cash
proceeds being measured at the time received and
without giving effect to any subsequent changes in
value), actually received by Amkor and its Restricted
Subsidiaries in connection with such disposition;

(xii) the accrual of interest, accretion or
amortization of original issue discount, the payment
of interest on any Indebtedness in the form of
additional Indebtedness with the same terms, and the
payment of dividends on Disqualified Stock in the
form of additional shares of the same class of
Disqualified Stock; provided, in each such case, that
the amount thereof is included in Consolidated
Interest Expense of Amkor as accrued;

(xiii) the incurrence of Indebtedness by
Foreign Subsidiaries in an amount not to exceed 10.0%
of the Total Tangible Assets of the Foreign
Subsidiaries, taken as a whole; and

(xiv) the incurrence by Amkor or any of its
Restricted Subsidiaries of additional Indebtedness in
an aggregate principal amount (or accreted value, as
applicable) at any time outstanding, including all
Permitted Refinancing Indebtedness incurred to
refund, refinance, or replace any Indebtedness
incurred pursuant to this clause (xiv), not to exceed
$50,000,000.

LOAN AND SECURITY AGREEMENT

Page 84

Notwithstanding any other provision of this Section 10.2.4(b),
none of the Permitted Debt, other than the Obligations and the
Term Loan, may at any time be secured by a Lien on any or all
of the Collateral.

(c) Indebtedness or preferred stock of any Person
which is outstanding at the time such Person becomes a
Restricted Subsidiary of Amkor (including upon designation of
any Subsidiary or other Person as a Restricted Subsidiary) or
is merged with or into or consolidated with Amkor or a
Restricted Subsidiary of Amkor shall be deemed to have been
incurred at the time such Person becomes such a Restricted
Subsidiary of Amkor or is merged with or into or consolidated
with Amkor or a Restricted Subsidiary of Amkor, as applicable.

(d) Amkor will not incur any Indebtedness (including
Permitted Debt) that is contractually subordinated in right of
payment to any other Indebtedness of Amkor unless such
Indebtedness is also contractually subordinated in right of
payment to the Obligations on substantially identical terms;
provided, however, that no Indebtedness of Amkor shall be
deemed to be contractually subordinated in right of payment to
any other Indebtedness of Amkor solely by virtue of any Liens,
Guarantees, maturity of payments, or structural seniority.

(e) For purposes of determining compliance with this
Section 10.2.4, in the event that an item of proposed
Indebtedness meets the criteria of more than one of the
categories of Permitted Debt described in clause (b)(i)
through clause (b)(xiv) preceding, or is entitled to be
incurred pursuant to Section 10.2.4(a), Amkor shall, in its
sole discretion, classify or reclassify such item of
Indebtedness (or any part thereof) in any manner that complies
with this Section 10.2.4 and such item of Indebtedness shall
be treated as having been incurred pursuant to only one of
such clauses or pursuant to Section 10.2.4(a). For purposes of
determining any particular amount of Indebtedness under this
Section 10.2.4, Guarantees, Liens, or obligations in support
of letters of credit supporting Indebtedness shall not be
included to the extent such letters of credit are included in
the amount of such Indebtedness. Any increase in the amount of
any Indebtedness solely by reason of currency fluctuations
shall not be considered an incurrence of Indebtedness for
purposes of this covenant. Accrual of interest and the payment
of interest in the form of additional Indebtedness shall not
be deemed to be an incurrence of Indebtedness for purposes of
this Section 10.2.4.

10.2.5. Asset Sales.

(a) The Borrowers shall not, and shall not permit any
of their Restricted Subsidiaries to (i) sell, lease, convey,
or otherwise dispose of any assets or rights (including by way
of a sale-and-leaseback) other than sales of inventory in the
Ordinary Course of Business, (ii) with respect to Amkor, sell
Equity Interests in any of its Subsidiaries, or (iii) with
respect to Amkor's Restricted Subsidiaries, issue Equity
Interests (each of the foregoing, an "Asset Sale"), unless (y)
Amkor (or the Restricted Subsidiary, as the case may be)

LOAN AND SECURITY AGREEMENT

Page 85

receives consideration at the time of such Asset Sale at least
equal to the fair market value (evidenced by a resolution of
Amkor's board of directors set forth in an Officer's
Certificate delivered to the Agent) of the assets sold or
otherwise disposed of and (z) at least 75.0% of the
consideration received therefor by Amkor or such Restricted
Subsidiary is in the form of cash or other Qualified Proceeds.

(b) Notwithstanding the foregoing, the following
shall not be deemed to be Asset Sales: (i) any single
transaction or series of related transactions that (A)
involves assets having a fair market value of less than
$2,000,000 or (B) results in net proceeds to Amkor and its
Restricted Subsidiaries of less than $2,000,000; (ii) a
transfer of assets between or among Amkor and any Restricted
Subsidiary; (iii) an issuance of Equity Interests by a
Restricted Subsidiary to Amkor or to another Wholly Owned
Restricted Subsidiary; (iv) the sale, lease, conveyance, or
other disposition of any Receivable Program Assets by any
Subsidiary of Amkor that is not a Borrower in connection with
a Receivables Program; (v) the sale, lease, conveyance, or
other disposition of any inventory or other current assets,
excluding Accounts, by a Borrower or any of its Restricted
Subsidiaries in the Ordinary Course of Business; (vi) the
granting of a Permitted Lien or a Permitted Other Lien; (vii)
the licensing by a Borrower or any Restricted Subsidiary of
intellectual property in the Ordinary Course of Business or on
commercially reasonable terms; (viii) the sale, lease,
conveyance, or other disposition of obsolete or worn out
equipment or equipment no longer useful in a Borrower's
business; and (ix) the making or liquidating of any Restricted
Payment or Permitted Investment that is permitted by Section
10.2.2.

(c) Notwithstanding any other provision of this
Agreement to the contrary, no Borrower will enter into any
Asset Sale or other sale, transfer, conveyance, or disposition
of any other asset or property, in each such case if such
Asset Sale, sale, transfer, conveyance, or disposition is of
assets or other property which constitutes Collateral;
provided that the Borrowers may (i) sell Inventory in the
Ordinary Course of Business, (ii) sell, transfer, or convey
property and assets, including Collateral, among the
Borrowers, (iii) prior to the occurrence of an Event of
Default, sell, transfer, convey, or dispose of Collateral
consisting of Equipment and Inventory to any Affiliate in an
aggregate amount not in excess of $10,000,000 during the term
of this Agreement, and (iv) as long as no Event of Default
exists, (A) make Permitted Investments and (B) grant
non-exclusive licenses of Intellectual Property to Amkor and
its Restricted Subsidiaries, provided that the owner of any
such Intellectual Property which is the subject of any such
license retains ownership of such Intellectual Property and
any such license granted is subject to the Agent's Liens.

10.2.6. Transactions with Affiliates.

(a) Subject to Section 10.2.5(c), Amkor will not, nor
will it permit any of its Restricted Subsidiaries to, make any
payment to, or sell, lease, transfer, or otherwise dispose of
any of its properties or assets to, or purchase any property
or

LOAN AND SECURITY AGREEMENT

Page 86

assets from, or enter into or make or amend any transaction,
contract, agreement, understanding, loan, advance, or
Guarantee with, or for the benefit of, any Affiliate (each, an
"Affiliate Transaction"), unless (i) such Affiliate
Transaction (when viewed together with related Affiliate
Transactions, if any) is on terms that are no less favorable
to Amkor or the relevant Restricted Subsidiary than those that
would have been obtained in a comparable transaction by Amkor
or such Restricted Subsidiary with an unrelated Person and
(ii) Amkor delivers to the Agent (A) with respect to any
Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration in excess of
$10,000,000, a resolution of the board of directors of Amkor
set forth in an Officers' Certificate certifying that such
Affiliate Transaction complies with this covenant and that
such Affiliate Transaction has been approved by a majority of
the disinterested members of the board of directors (of which
there must be at least one) of Amkor and (B) with respect to
any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration in excess of
$25,000,000, an opinion as to the fairness to the Lenders of
such Affiliate Transaction from a financial point of view
issued by an accounting, appraisal, or investment banking firm
of national standing; provided that (y) Amkor and its
Restricted Subsidiaries may enter into Affiliate Transactions
pursuant to the Supply Agreement, the Foundry Agreement, the
Asset Purchase Agreement, the Transition Services Agreement,
and the Intellectual Property Rights Licensing Agreement, and
may amend, modify, and supplement such agreements from time to
time, so long as Amkor shall have determined that any such
amendment, modification, or supplement will not have a
material adverse economic effect on Amkor and its
Subsidiaries, taken as a whole, and (z) Amkor and its
Restricted Subsidiaries may only enter into transactions
pursuant to the Supply Agreement, the Foundry Agreement, the
Asset Purchase Agreement, the Transition Services Agreement,
and the Intellectual Property Rights Licensing Agreement, and
amend, modify, and supplement such agreements from time to
time, in circumstances in which clause (y) preceding is not
applicable, if a majority of the disinterested members of the
board of directors (of which there must be at least one) of
Amkor shall have approved such transaction, amendment,
modification, or supplement; provided, further, that in the
case of both clause (y) preceding and clause (z) preceding,
Amkor shall deliver to the Agent within 30 days of such
transaction, amendment, modification, or supplement an
Officers' Certificate (1) describing the transaction,
amendment, modification, or supplement approved, (2) in the
case of transactions, amendments, modifications, and
supplements to which clause (y) preceding is applicable,
setting forth the determination of Amkor required pursuant to
clause (y) preceding, and (3) in the case of transactions,
amendments, modifications, and supplements to which clause (z)
preceding is applicable, attaching a resolution of the board
of directors of Amkor certifying that such Affiliate
Transaction complies with this covenant.

(b) The following items shall not be deemed to be
Affiliate Transactions and, therefore, will not be subject to
the provisions of Section 10.2.6:

LOAN AND SECURITY AGREEMENT

Page 87

(i) any employment agreement or arrangement
entered into by Amkor or any of its Restricted
Subsidiaries or any employee benefit plan available
to employees of Amkor and its Subsidiaries generally,
in each case in the Ordinary Course of Business of
Amkor or such Restricted Subsidiary;

(ii) subject to Section 10.2.5(c), Affiliate
Transactions between or among Amkor and/or its
Restricted Subsidiaries;

(iii) payment of reasonable directors fees
to Persons who are not otherwise Affiliates of Amkor
and indemnity provided on behalf of officers,
directors, and employees of Amkor or any of its
Restricted Subsidiaries as determined in good faith
by the board of directors of Amkor;

(iv) any Affiliate Transactions pursuant to
which Amkor makes short-term advances or otherwise
makes short-term loans to Anam Semiconductor, Inc.,
which advances or loans are to be repaid by Anam
Semiconductor, Inc. (A) within three months from the
date of such advance or loan and (B) by offsets by
Amkor of amounts payable by Amkor to Anam
Semiconductor, Inc. pursuant to the Supply Agreement,
if a majority of the disinterested members of the
board of directors (of which there must be at least
one) of Amkor shall have approved such transaction,
amendment, modification, or supplement; provided that
the total amount of such advances and loans
outstanding at any one time shall not exceed
$50,000,000; and

(v) any Restricted Payments that are
permitted by Section 10.2.2.

(c) For purposes of this Section 10.2.6, any
transaction or series of related Affiliate Transactions
between Amkor or any Restricted Subsidiary and an Affiliate
that is approved by a majority of the disinterested members of
the board of directors (of which there must be at least one to
utilize this method of approval) of Amkor and evidenced by a
board resolution or for which a fairness opinion has been
issued shall be deemed to be on terms that are no less
favorable to Amkor or the relevant Restricted Subsidiary than
those that would have been obtained in a comparable
transaction by Amkor or such Restricted Subsidiary with an
unrelated Person and thus shall be permitted under this
Section 10.2.6, subject to the limitations in Section
10.2.5(c).

10.2.7. Liens.

(a) Amkor will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, create,
incur, assume, or suffer to exist any Lien of any kind
securing Indebtedness on any asset now owned or hereafter
acquired, other than Permitted Liens and Permitted Other
Liens, provided that any

LOAN AND SECURITY AGREEMENT

Page 88

such Lien on the Collateral securing the Term Loan shall be
subject to the Intercreditor Agreement.

(b) The foregoing negative pledge shall not apply to
any Margin Stock to the extent such application would violate
or require filings or other actions by any Lender under
Regulation U or any similar law.

10.2.8. Amendment of Subordination Provisions. Amkor will not
amend, modify, or alter the terms of the Second Lien Credit Agreement,
the Senior Subordinated Notes Indenture, or any other Subordinated Debt
in any way that will (a) increase the rate of or change the time for
payment of interest on the Term Loan or any Subordinated Debt, (b)
increase the principal of, advance the final maturity date of or
shorten the Weighted Average Life to Maturity of the Term Loan or any
Subordinated Debt, (c) alter the redemption provisions or the price or
terms at which Amkor is required to offer to purchase any Subordinated
Debt, or (d) amend the subordination provisions of any Subordinated
Debt (including Article 10 of the Senior Subordinated Notes Indenture).

10.2.9. Limitation on Issuances and Sales of Equity Interests
in Wholly Owned Subsidiaries. Amkor (a) shall not, and shall not permit
any Wholly Owned Restricted Subsidiaries of Amkor to, transfer, convey,
sell, lease, or otherwise dispose of any Equity Interests in any Wholly
Owned Restricted Subsidiary of Amkor to any Person (other than Amkor or
a Wholly Owned Restricted Subsidiary of Amkor), unless (a) such
transfer, conveyance, sale, lease, or other disposition is of all the
Equity Interests in such Wholly Owned Restricted Subsidiary or
immediately following such transfer, conveyance, sale, lease, or other
disposition, such Wholly Owned Restricted Subsidiary is a Restricted
Subsidiary and (b) the cash Net Proceeds from such transfer,
conveyance, sale, lease, or other disposition are applied in accordance
with Section 10.2.5 and (b) shall not permit any Wholly Owned
Restricted Subsidiary of Amkor to issue any of its Equity Interests
(other than, if necessary, shares of its capital stock constituting
directors' qualifying shares) to any Person other than to Amkor or a
Wholly Owned Restricted Subsidiary of Amkor unless immediately
following such issuance the Wholly Owned Restricted Subsidiary is a
Restricted Subsidiary.

10.2.10. Limitation on Sale and Leaseback Transactions.

(a) Amkor shall not, and shall not permit any of its
Subsidiaries to, enter into any sale and leaseback
transaction; provided that Amkor or any Restricted Subsidiary
may enter into a sale and leaseback transaction if (i) Amkor
or such Restricted Subsidiary, as applicable, could have
incurred Indebtedness in an amount equal to the Attributable
Debt relating to such sale and leaseback transaction (if the
lease is in the nature of an operating lease, otherwise the
amount of Indebtedness) under the Consolidated Interest
Expense Coverage Ratio test in Section 10.2.4 (ii) the
transfer of assets in that sale and leaseback transaction is
permitted by Section 10.2.5, and (iii) the property subject to
such sale and leaseback transaction is not Collateral.

LOAN AND SECURITY AGREEMENT

Page 89

(b) The restrictions in Section 10.2.10(a) shall not
apply to any sale and leaseback transaction if (i) the
transaction is solely between Amkor and any Restricted
Subsidiary or between Restricted Subsidiaries and such
transaction is permitted under Section 10.2.6 or (ii) the sale
and leaseback transaction is consummated within 180 days after
the purchase of the assets subject to such transaction.

10.2.11. Merger and Consolidations.

(a) Amkor shall not, directly or indirectly,
consolidate or merge with or into another Person or sell,
assign, transfer, convey, or otherwise dispose of all or
substantially all of its properties or assets, in one or more
related transactions, to another Person, unless in connection
with any such merger (but excluding an sale, assignment,
transfer, conveyance, or other disposition) (i) Amkor is the
surviving corporation, (ii) immediately after such merger no
Default or Event of Default exists, and (iii) Amkor shall have
delivered to the Agent an Officers' Certificate stating that
such merger complies with the terms of this Agreement. In
addition, Amkor shall not, directly or indirectly, lease any
of the Collateral, in one or more related transactions, to any
other Person.

(b) Amkor shall not permit, except in connection with
the sale or other disposition in accordance with this
Agreement of all the assets or all the capital stock of any
Subsidiary Guarantor to a Person that is not (either before or
after giving effect to such transactions) a Subsidiary of
Amkor, any Subsidiary Guarantor to consolidate with or merge
with or into (whether or not such Subsidiary Guarantor is the
surviving Person) another Person unless (i) the Person formed
by or surviving any such consolidation or merger (if other
than a Subsidiary Guarantor or Amkor) unconditionally assumes
all the indebtedness, liabilities, and obligations of such
Subsidiary Guarantor, (ii) immediately after giving effect to
such transaction no Default or Event of Default shall have
occurred which is continuing, and (iii) such Subsidiary
Guarantor is not a Borrower.

10.3. Total Liquidity. For so long as any Revolving Commitments or
Obligations are outstanding, the Borrowers shall at all times maintain Total
Liquidity of not less than $25,000,000.

SECTION 11. EVENTS OF DEFAULT; REMEDIES ON DEFAULT

11.1. Events of Default. Each of the following shall be an "Event of
Default" hereunder, if the same shall occur for any reason whatsoever, whether
voluntary or involuntary, by operation of law or otherwise:

(a) any Borrower fails to pay any Obligations when due
(whether at stated maturity, on demand, upon acceleration, or
otherwise);

LOAN AND SECURITY AGREEMENT

Page 90

(b) any representation, warranty, or other written statement
of any Obligor made in connection with any Loan Documents or
transactions contemplated thereby is incorrect or misleading in any
material respect when given;

(c) any Borrower shall breach or fail to perform any covenant
contained in Sections 7.4, 7.6, 8.1, 8.2.4, 8.2.5, 8.6.2, 10.1.1,
10.1.2, 10.2, or 10.3;

(d) any Obligor breaches or fails to perform any other
covenant contained in any Loan Documents, and such breach or failure is
not cured within 30 days after a Senior Officer has knowledge thereof
or receives notice thereof from the Agent, whichever is sooner;
provided that such notice and opportunity to cure shall not apply if
the breach or failure to perform is not capable of being cured within
such period or is a willful breach by an Obligor;

(e) any (i) Guarantor repudiates, revokes, or attempts to
revoke its Guaranty, (ii) Obligor denies or contests the validity or
enforceability of any Loan Documents or Obligations, or the perfection
or priority of any Lien granted to the Agent, or (iii) Loan Document
ceases to be in full force or effect for any reason (other than a
waiver or release by the Agent and the Lenders);

(f) any event of default occurs under the Second Lien Credit
Agreement, the Senior Notes Indentures, the Senior Subordinated Notes
Indenture, the Convertible Subordinated Notes Indentures, or any
document, instrument, or agreement to which any Borrower is a party
evidencing, securing, or relating to any other Indebtedness (other than
the Obligations) in excess of $10,000,000, if the maturity of or any
payment with respect to such Indebtedness may be accelerated or
demanded due to such breach;

(g) any final judgment or order for the payment of money is
entered against an Obligor in an amount that exceeds, individually or
cumulatively with all unsatisfied judgments or orders against all
Obligors, $1,000,000 (net of any insurance coverage therefor
acknowledged in writing by the insurer), and such judgment or order
remains undischarged for a period of 30 days unless a stay of
enforcement of such judgment or order is in effect, by reason of a
pending appeal or otherwise;

(h) [Reserved];

(i) any Obligor is enjoined, restrained, or in any way
prevented by any Governmental Authority from conducting any material
part of its business, any Obligor suffers the loss, revocation, or
termination of any material license, permit, lease, or agreement
necessary to its business, there is a cessation of any material part of
an Obligor's business for a material period of time, any material
Collateral or Property of an Obligor is taken or impaired through
condemnation, any Obligor agrees to or commences any liquidation,
dissolution, or winding up of its affairs, or any Obligor ceases to be
Solvent;

(j) any (i) Insolvency Proceeding is commenced by any Obligor,
(ii) Insolvency Proceeding is commenced against any Obligor and (A)
such Obligor consents to the institution of the proceeding against it,
(B) the petition commencing the

LOAN AND SECURITY AGREEMENT

Page 91

proceeding is not timely controverted by such Obligor, (C) such
petition is not dismissed within 30 days after its filing, or (D) an
order for relief is entered in the proceeding, (iii) a trustee
(including an interim trustee) is appointed to take possession of any
substantial Property of or to operate any of the business of any
Obligor, or (iv) any Obligor makes an offer of settlement, extension,
or composition to its unsecured creditors generally;

(k) (i) a Reportable Event occurs that the Agent, in its
reasonable discretion, determines constitutes grounds for termination
by the Pension Benefit Guaranty Corporation of any Multiemployer Plan
or appointment of a trustee for any Multiemployer Plan, (ii) any
Multiemployer Plan is terminated or any such trustee is requested or
appointed, or (iii) any Obligor is in "default" (as defined in Section
4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan
resulting from any withdrawal therefrom;

(l) any Obligor or any of its Senior Officers (excluding
specifically any person who was a Senior Officer of an Obligor prior to
the Closing Date but was not employed by any Obligor at any time on or
after the Closing Date) is convicted for (i) a felony committed in the
conduct of such Obligor's business or (ii) any state or federal law
(including the Controlled Substances Act, the Money Laundering Control
Act of 1986, and the Illegal Exportation of War Materials Act) that
could lead to forfeiture of any material Collateral or could reasonably
be expected to cause a Material Adverse Effect;

(m) any event of default occurs under the Second Lien Credit
Agreement or the Intercreditor Agreement; or

(n) a Change of Control occurs.

11.2. Remedies upon Default. If an Event of Default described in
Section 11.1(j) occurs with respect to any Borrower, then to the extent
permitted by Applicable Law, all Obligations shall become automatically due and
payable and all Revolving Commitments shall terminate, without any action by the
Agent or notice of any kind. In addition, or if any other Event of Default
exists, the Agent may in its discretion (and shall upon written direction of the
Requisite Lenders) do any one or more of the following from time to time:

(a) declare any Obligations immediately due and payable,
whereupon they shall be due and payable without diligence, presentment,
demand, protest, or notice of any kind, all of which are hereby waived
by the Borrowers to the fullest extent permitted by law;

(b) terminate, reduce, or condition any Revolving Commitment,
or make any adjustment to the Borrowing Base;

(c) require the Obligors to Cash Collateralize the LC
Obligations, the Bank Product Debt, and other the Obligations that are
contingent or not yet due and payable, and, if the Obligors fail
promptly to deposit such Cash Collateral, the Lenders may (and shall
upon the direction of the Requisite Lenders) advance the required Cash
Collateral as

LOAN AND SECURITY AGREEMENT

Page 92

Revolving Loans (whether or not an Overadvance exists or is created
thereby, or the conditions in Section 6 are satisfied); and

(d) exercise any other rights or remedies afforded under any
agreement, by law, at equity, or otherwise, including the rights and
remedies of a secured party under the UCC. Such rights and remedies
include the rights to (i) take possession of any Collateral, (ii)
require the Borrowers to assemble the Collateral, at the Borrowers'
expense, and make it available to the Agent at a place designated by
the Agent, (iii) enter any premises where any Collateral is located and
store Collateral on such premises until sold (and if the premises are
owned or leased by a Borrower, the Borrowers agree not to charge for
such storage), and (iv) sell or otherwise dispose of any Collateral in
its then condition, or after any further manufacturing or processing
thereof, at public or private sale, with such notice as may be required
by Applicable Law, in lots or in bulk, at such locations, all as the
Agent, in its discretion, deems advisable. Each Borrower agrees that
ten days notice of any proposed sale or other disposition of Collateral
by the Agent shall be reasonable. The Agent shall have the right to
conduct such sales on any Obligor's premises, without charge, and such
sales may be adjourned from time to time in accordance with Applicable
Law. The Agent shall have the right to sell, lease, or otherwise
dispose of any Collateral for cash, credit, or any combination thereof,
and the Agent may purchase any Collateral at public or, if permitted by
law, private sale and, in lieu of actual payment of the purchase price,
may set off the amount of such price against the Obligations.

11.3. License. The Agent is hereby granted an irrevocable,
non-exclusive license or other right to use, license, or sub-license (without
payment of royalty or other compensation to any Person) any or all Intellectual
Property of the Borrowers, computer hardware and software, trade secrets,
brochures, customer lists, promotional and advertising materials, labels,
packaging materials, and other Property, in advertising for sale, marketing,
selling, collecting, completing manufacture of, or otherwise exercising any
rights or remedies with respect to, any Collateral. Each Borrower's rights and
interests under Intellectual Property shall inure to the Agent's benefit.

11.4. Setoff. The Agent, the Lenders, and their Affiliates are each
authorized by the Borrowers at any time during an Event of Default, without
notice to the Borrowers or any other Person, to set off and to appropriate and
apply any deposits (general or special), funds, claims, obligations,
liabilities, or other Indebtedness at any time held or owing by the Agent, any
Lender, or any such Affiliate to or for the account of any Obligor against any
Obligations, whether or not demand for payment of such Obligation has been made,
any Obligations have been declared due and payable, are then due, or are
contingent or unmatured, or the Collateral or any guaranty or other security for
the Obligations is adequate.

11.5. Remedies Cumulative; No Waiver.

11.5.1. Cumulative Rights. All covenants, conditions,
provisions, warranties, guaranties, indemnities, and other undertakings
of the Borrowers contained in the Loan Documents are cumulative and not
in derogation or substitution of each other. In particular, the rights
and remedies of the Agent and the Lenders are cumulative, may be

LOAN AND SECURITY AGREEMENT

Page 93

exercised at any time and from time to time, concurrently or in any
order, and shall not be exclusive of any other rights or remedies that
the Agent and the Lenders may have, whether under any agreement, by
law, at equity, or otherwise.

11.5.2. Waivers. The failure or delay of the Agent or any
Lender to require strict performance by the Borrowers with any terms of
the Loan Documents, or to exercise any rights or remedies with respect
to Collateral or otherwise, shall not operate as a waiver thereof nor
as establishment of a course of dealing. All rights and remedies shall
continue in full force and effect until Full Payment of all
Obligations. No modification of any terms of any Loan Documents
(including any waiver thereof) shall be effective, unless such
modification is specifically provided in a writing directed to the
Borrowers and executed by the Agent or the requisite Lenders, and such
modification shall be applicable only to the matter specified. No
waiver of any Default or Event of Default shall constitute a waiver of
any other Default or Event of Default that may exist at such time,
unless expressly stated. If the Agent or any Lender accepts performance
by any Obligor under any Loan Documents in a manner other than that
specified therein, or during any Default or Event of Default, or if the
Agent or any Lender shall delay or exercise any right or remedy under
any Loan Documents, such acceptance, delay, or exercise shall not
operate to waive any Default or Event of Default nor to preclude
exercise of any other right or remedy. It is expressly acknowledged by
the Borrowers that any failure to satisfy a financial covenant on a
measurement date shall not be cured or remedied by satisfaction of such
covenant on a subsequent date.

SECTION 12. THE AGENT

12.1. Appointment, Authority and Duties of the Agent.

12.1.1. Appointment and Authority. Each Lender appoints and
designates Bank of America as the Agent hereunder. The Agent may, and
each Lender authorizes the Agent to, enter into all Loan Documents to
which the Agent is intended to be a party and accept all Security
Documents, for the Agent's benefit and the Pro Rata benefit of the
Lenders. Each Lender agrees that any action taken by the Agent or the
Requisite Lenders in accordance with the provisions of the Loan
Documents, and the exercise by the Agent or the Requisite Lenders of
any rights or remedies set forth therein, together with all other
powers reasonably incidental thereto, shall be authorized and binding
upon all Lenders. Without limiting the generality of the foregoing, the
Agent shall have the sole and exclusive authority to (a) act as the
disbursing and collecting agent for the Lenders with respect to all
payments and collections arising in connection with the Loan Documents,
(b) execute and deliver as the Agent each Loan Document, including any
intercreditor or subordination agreement, and accept delivery of each
Loan Document from any Obligor or other Person, (c) act as collateral
agent for the Secured Parties for purposes of perfecting and
administering Liens under the Loan Documents, and for all other
purposes stated therein, (d) manage, supervise, or otherwise deal with
the Collateral, and (e) exercise all rights and remedies given to the
Agent with respect to any Collateral under the Loan Documents,
Applicable Law, or otherwise. The duties of the Agent shall be
ministerial and administrative in nature, and the Agent shall not have
a fiduciary relationship with any Lender, Secured Party, Participant,
or other Person, by reason of

LOAN AND SECURITY AGREEMENT

Page 94

any Loan Document or any transaction relating thereto. The Agent alone
shall be authorized to determine whether any Accounts constitute
Eligible Accounts or Eligible Foreign Accounts, or whether to impose or
release any reserve, which determinations and judgments, if exercised
in good faith, shall exonerate the Agent from liability to any Lender
or other Person for any error in judgment.

12.1.2. Duties. The Agent shall not have any duties except
those expressly set forth in the Loan Documents, nor be required to
initiate or conduct any Enforcement Action except to the extent
directed to do so by the Requisite Lenders while an Event of Default
exists. The conferral upon the Agent of any right shall not imply a
duty on the Agent's part to exercise such right, unless instructed to
do so by the Requisite Lenders in accordance with this Agreement.

12.1.3. Agent Professionals. The Agent may perform its duties
through agents and employees. The Agent may consult with and employ
Agent Professionals, and shall be entitled to act upon, and shall be
fully protected in any action taken in good faith reliance upon, any
advice given by an Agent Professional. The Agent shall not be
responsible for the negligence or misconduct of any agents, employees,
or Agent Professionals selected by it with reasonable care.

12.1.4. Instructions of the Requisite Lenders. The rights and
remedies conferred upon the Agent under the Loan Documents may be
exercised without the necessity of joinder of any other party, unless
required by Applicable Law. The Agent may request instructions from the
Requisite Lenders with respect to any act (including the failure to
act) in connection with any Loan Documents, and may seek assurances to
its satisfaction from the Lenders of their indemnification obligations
under Section 12.6 against all Claims that could be incurred by the
Agent in connection with any act. The Agent shall be entitled to
refrain from any act until it has received such instructions or
assurances, and the Agent shall not incur liability to any Person by
reason of so refraining. Instructions of the Requisite Lenders shall be
binding upon all Lenders, and no Lender shall have any right of action
whatsoever against the Agent as a result of the Agent acting or
refraining from acting in accordance with the instructions of the
Requisite Lenders. Notwithstanding the foregoing, instructions by and
consent of all Lenders shall be required in the circumstances described
in Section 14.1.1, and in no event shall the Requisite Lenders, without
the prior written consent of each Lender, direct the Agent to
accelerate and demand payment of Revolving Loans held by one Lender
without accelerating and demanding payment of all other Revolving
Loans, nor to terminate the Revolving Commitments of one Lender without
terminating the Revolving Commitments of all Lenders. In no event shall
the Agent be required to take any action that, in its opinion, is
contrary to Applicable Law or any Loan Documents or could subject any
Agent Indemnitee to personal liability.

12.2. Agreements Regarding Collateral and Field Examination Reports.

12.2.1. Lien Releases; Care of Collateral. The Lenders
authorize the Agent to release or subordinate any Lien with respect to
any Collateral (a) upon Full Payment of the Obligations, (b) that is
the subject of an Asset Sale, transfer, sale, lease, or other

LOAN AND SECURITY AGREEMENT

Page 95

disposition permitted by this Agreement which the Borrowers certify in
writing to the Agent is permitted pursuant to the terms of this
Agreement or is subject to a Lien which the Borrowers certify is a
Permitted Lien entitled to priority over the Agent's Liens pursuant to
the terms of this Agreement (and the Agent may rely conclusively on any
such certificate without further inquiry), (c) that does not constitute
a material part of the Collateral, or (d) with the written consent of
the Lenders. The Agent shall have no obligation whatsoever to any
Lenders to assure that any Collateral exists or is owned by a Borrower,
or is cared for, protected, insured, or encumbered, nor to assure that
the Agent's Liens have been properly created, perfected, or enforced,
or are entitled to any particular priority, nor to exercise any duty of
care with respect to any Collateral. Each of the Lenders hereby directs
the Agent to execute and deliver or file such termination statements
and partial release statements and do such things as are necessary to
release or subordinate any Liens to be released or subordinated
pursuant to this Section 12.2.1 upon the effectiveness of such release.

12.2.2. Possession of Collateral. The Agent and the Lenders
appoint each other Lender as agent for the purpose of perfecting Liens
(for the benefit of the Secured Parties) in any Collateral that, under
the UCC or other Applicable Law, can be perfected by possession. If any
Lender obtains possession of any such Collateral, it shall notify the
Agent thereof and, promptly upon the Agent's request, deliver such
Collateral to the Agent or otherwise deal with such Collateral in
accordance with the Agent's instructions.

12.2.3. Reports. The Agent shall promptly, upon receipt
thereof, forward to each Lender copies of the results of any field
audit or other examination prepared by or on behalf of the Agent with
respect to any Obligor or Collateral ("Report"). Each Lender agrees (a)
that neither Bank of America nor the Agent makes any representation or
warranty as to the accuracy or completeness of any Report, and shall
not be liable for any information contained in or omitted from any
Report, (b) that the Reports are not intended to be comprehensive
audits or examinations, and that the Agent or any other Person
performing any audit or examination will inspect only specific
information regarding Obligations or the Collateral and will rely
significantly upon the Borrowers' books and records as well as upon
representations of the Borrowers' officers and employees, and (c) to
keep all Reports confidential and strictly for such Lender's internal
use, and not to distribute any Report (or the contents thereof) to any
Person (except to such Lender's Participants, attorneys, accountants,
and other Persons with whom such Lender has a confidential
relationship) or use any Report in any manner other than administration
of the Revolving Loans and other Obligations. Each Lender agrees to
indemnify and hold harmless the Agent and any other Person preparing a
Report from any action such Lender may take as a result of or any
conclusion it may draw from any Report, as well as any Claims arising
in connection with any third parties that obtain all or any part of a
Report through such Lender.

12.3. Reliance By the Agent. The Agent shall be entitled to rely, and
shall be fully protected in relying, upon any certification, notice, or other
communication (including those by telephone, telex, telegram, telecopy, or
e-mail) believed by it to be genuine and correct and to have been signed, sent,
or made by the proper Person, and upon the advice and statements of Agent
Professionals.

LOAN AND SECURITY AGREEMENT

Page 96

12.4. Action Upon Default. The Agent shall not be deemed to have
knowledge of any Default or Event of Default unless it has received written
notice from a Lender or a Borrower specifying the occurrence and nature thereof.
If the Agent receives such a notice or otherwise acquires actual knowledge of
any Default or Event of Default, the Agent shall promptly notify the Lenders in
writing. If any Lender acquires knowledge of a Default or Event of Default, it
shall promptly notify the Agent and the other Lenders thereof in writing. Each
Lender agrees that, except as otherwise provided in any Loan Documents or with
the written consent of the Agent and the Requisite Lenders, such Lender will not
take any Enforcement Action, accelerate its Obligations, or exercise any right
that it might otherwise have under Applicable Law to credit bid at foreclosure
sales, UCC sales, or other similar dispositions of Collateral. Notwithstanding
the foregoing, a Lender may take action to preserve or enforce its rights
against an Obligor where a deadline or limitation period is applicable that
would, absent such action, bar enforcement of Obligations held by such Lender,
including the filing of proofs of claim in an Insolvency Proceeding.

12.5. Ratable Sharing. If any Lender shall obtain any payment or
reduction of any Obligation (whether through set-off or otherwise) in excess of
its Pro Rata share of payments or reductions of Obligations obtained by all
Lenders, such Lender shall forthwith purchase from the other Lenders such
participations in the affected Obligations as shall be necessary to cause the
purchasing Lender to share the excess payment or reduction, net of costs
incurred in connection therewith, on a Pro Rata basis, provided that if any of
such payment or reduction is thereafter recovered from the purchasing Lender or
if any additional costs are incurred, the purchase shall be rescinded and the
purchase price restored to the extent of such recovery or additional costs, but
without interest.

12.6. Indemnification of the Agent Indemnitees.

12.6.1. Indemnification. EACH LENDER SHALL INDEMNIFY AND HOLD
HARMLESS THE AGENT INDEMNITEES, TO THE EXTENT NOT REIMBURSED BY THE
OBLIGORS (BUT WITHOUT LIMITING THE INDEMNIFICATION OBLIGATIONS OF THE
OBLIGORS UNDER ANY LOAN DOCUMENTS), ON A PRO RATA BASIS, AGAINST ALL
CLAIMS THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY AGENT
INDEMNITEE. If the Agent is sued by any receiver, trustee in
bankruptcy, debtor-in-possession, or other Person for any alleged
preference from an Obligor or fraudulent transfer, then any monies paid
by the Agent in settlement or satisfaction of such proceeding, together
with all interest, costs and expenses (including attorneys' fees)
incurred in the defense of same, shall be promptly reimbursed to the
Agent by the Lenders to the extent of each Lender's Pro Rata share.

12.6.2. Proceedings. Without limiting the generality of the
foregoing, if at any time (whether prior to or after the Termination
Date) any proceeding is brought against any Agent Indemnitees by an
Obligor, or any Person claiming through an Obligor, to recover damages
for any act taken or omitted by the Agent in connection with any
Obligations, Collateral, Loan Documents, or matters relating thereto,
or otherwise to obtain any other relief of any kind on account of any
transaction relating to any Loan Documents, each Lender agrees to
indemnify and hold harmless the Agent Indemnitees with respect thereto
and to pay to the Agent Indemnitees such Lender's Pro Rata share of

LOAN AND SECURITY AGREEMENT

Page 97

any amount that any Agent Indemnitee is required to pay under any
judgment or other order entered in such proceeding or by reason of any
settlement, including all interest, costs, and expenses (including
attorneys' fees) incurred in defending same. In the Agent's discretion,
the Agent may reserve for any such proceeding, and may satisfy any
judgment, order, or settlement, from proceeds of Collateral prior to
making any distributions of Collateral proceeds to the Lenders.

12.7. Limitation on Responsibilities of the Agent. The Agent shall not
be liable to the Lenders for any action taken or omitted to be taken under the
Loan Documents, except for losses directly and solely caused by the Agent's
gross negligence or willful misconduct. The Agent does not assume any
responsibility for any failure or delay in performance or any breach by any
Obligor or Lender of any obligations under the Loan Documents. The Agent does
not make to the Lenders any express or implied warranty, representation, or
guarantee with respect to any Obligations, Collateral, Loan Documents, or
Obligor. No Agent Indemnitee shall be responsible to the Lenders for (a) any
recitals, statements, information, representations, or warranties contained in
any Loan Documents, (b) the execution, validity, genuineness, effectiveness, or
enforceability of any Loan Documents, (c) the genuineness, enforceability,
collectibility, value, sufficiency, location, or existence of any Collateral, or
the validity, extent, perfection, or priority of any Lien therein, (d) the
validity, enforceability, or collectibility of any Obligations, (e) or the
assets, liabilities, financial condition, results of operations, business,
creditworthiness, or legal status of any Obligor or Account Debtor. No Agent
Indemnitee shall have any obligation to any Lender to ascertain or inquire into
the existence of any Default or Event of Default, the observance or performance
by any Obligor of any terms of the Loan Documents, or the satisfaction of any
conditions precedent contained in any Loan Documents.

12.8. Successor Agent and Co-Agents.

12.8.1. Resignation; Successor Agent. Subject to the
appointment and acceptance of a successor administrative agent as
provided below, the Agent may resign at any time by giving at least 30
days written notice thereof to the Lenders and the Borrowers. Upon
receipt of such notice, the Requisite Lenders shall have the right to
appoint a successor administrative agent which shall be (a) a Lender or
an Affiliate of a Lender or (b) a commercial bank that is organized
under the laws of the United States or any state or district thereof,
has a combined capital surplus of at least $200,000,000, and, provided
no Default or Event of Default then exists, is reasonably acceptable to
the Borrowers. If no successor administrative agent is appointed prior
to the effective date of the resignation of the Agent, then the Agent
may appoint a successor administrative agent from among Lenders. Upon
acceptance by a successor administrative agent of an appointment to
serve as the administrative agent hereunder, such successor
administrative agent shall thereupon succeed to and become vested with
all the powers and duties of the retiring Agent without further act,
and the retiring Agent shall be discharged from its duties and
obligations hereunder but shall continue to enjoy the benefits of the
indemnification set forth in Section 12.6 and Section 14.2.
Notwithstanding any Agent's resignation, the provisions of this Section
12 shall continue in effect for its benefit with respect to any actions
taken or omitted to be taken by it while Agent. Any successor by merger
or acquisition of the stock or assets of Bank of America shall continue
to be the Agent

LOAN AND SECURITY AGREEMENT

Page 98

hereunder without further act on the part of the parties hereto, unless
such successor resigns as provided above.

12.8.2. Separate Collateral Agent. It is the intent of the
parties that there shall be no violation of any Applicable Law denying
or restricting the right of financial institutions to transact business
in any jurisdiction. If the Agent believes that it may be limited in
the exercise of any rights or remedies under the Loan Documents due to
any Applicable Law, the Agent may appoint an additional Person who is
not so limited, as a separate collateral agent or co-collateral agent.
If the Agent so appoints a collateral agent or co-collateral agent,
each right and remedy intended to be available to the Agent under the
Loan Documents shall also be vested in such separate agent. Every
covenant and obligation necessary to the exercise thereof by such
separate agent shall run to and be enforceable by it as well as the
Agent. The Lenders shall execute and deliver such documents as the
Agent deems appropriate to vest any rights or remedies in such separate
agent. If any collateral agent or co-collateral agent shall die or
dissolve, become incapable of acting, resign, or be removed, then all
the rights and remedies of such separate agent, to the extent permitted
by Applicable Law, shall vest in and be exercised by the Agent until
appointment of a new separate agent.

12.9. Due Diligence and Non-Reliance. Each Lender acknowledges and
agrees that it has, independently and without reliance upon the Agent or any
other Lenders, and based upon such documents, information, and analyses as it
has deemed appropriate, made its own credit analysis of each Obligor and its own
decision to enter into this Agreement and to fund Revolving Loans and
participate in LC Obligations hereunder. Each Lender has made such inquiries
concerning the Loan Documents, the Collateral, and each Obligor as such Lender
feels necessary. Each Lender further acknowledges and agrees that the other
Lenders and the Agent have made no representations or warranties concerning any
Obligor, any Collateral, or the legality, validity, sufficiency, or
enforceability of any Loan Documents or Obligations. Each Lender will,
independently and without reliance upon the other Lenders or the Agent, and
based upon such financial statements, documents, and information as such Lender
deems appropriate at the time, continue to make and rely upon its own credit
decisions in making Revolving Loans and participating in LC Obligations, and in
taking or refraining from any action under any Loan Documents. Except for
notices, reports, and other information expressly requested by a Lender, the
Agent shall have no duty or responsibility to provide any Lender with any
notices, reports, or certificates furnished to the Agent by any Obligor or any
credit or other information concerning the affairs, financial condition,
business, or Properties of any Obligor (or any of its Affiliates) which may come
into possession of the Agent or any of the Agent's Affiliates.

12.10. Replacement of Certain Lenders. If any Lender (a) fails to fund
its Pro Rata share of any Revolving Loan or LC Obligation hereunder, and such
failure is not cured within two Business Days, (b) defaults in performing any of
its obligations under the Loan Documents, or (c) fails to give its consent to
any amendment, waiver, or action for which consent of all Lenders was required
and the Requisite Lenders consented, then, in addition to any other rights and
remedies that any Person may have, the Agent may, by notice to such Lender
within 120 days, require such Lender to assign all of its rights and obligations
under the Loan Documents to Eligible Assignee(s) specified by the Agent,
pursuant to appropriate Assignment and Acceptance(s) and within 20 days after
the Agent's notice. The Agent is irrevocably appointed

LOAN AND SECURITY AGREEMENT

Page 99

as attorney-in-fact to execute any such Assignment and Acceptance if the Lender
fails to execute same. Such Lender shall be entitled to receive, in cash,
concurrently with such assignment, all amounts owed to it under the Loan
Documents, including all principal, interest, and fees through the date of
assignment (but excluding any prepayment charge).

12.11. Remittance of Payments and Collections.

12.11.1. Remittances Generally. All payments by any Lender to
the Agent shall be made by the time and on the day set forth in this
Agreement, in immediately available funds. If no time for payment is
specified or if payment is due on demand by the Agent and request for
payment is made by the Agent by 11:00 a.m. on a Business Day, payment
shall be made by the Lender not later than 2:00 p.m. on such day, and
if request is made after 11:00 a.m., then payment shall be made by
11:00 a.m. on the next Business Day. Payment by the Agent to any Lender
shall be made by wire transfer, in the type of funds received by the
Agent. Any such payment shall be subject to the Agent's right of offset
for any amounts due from such Lender under the Loan Documents.

12.11.2. Failure to Pay. If any Lender fails to pay any amount
when due by it to the Agent pursuant to the terms hereof, such amount
shall bear interest from the due date until paid at the Federal Funds
Rate for the first two Business Days and thereafter at the rate
applicable to Base Rate Revolving Loans. In no event shall the
Borrowers be entitled to receive credit for any interest paid by a
Lender to the Agent.

12.11.3. Recovery of Payments. If the Agent pays any amount to
a Lender in the expectation that a related payment will be received by
the Agent from an Obligor and such related payment is not received,
then the Agent may recover such amount from each Lender that received
it. If the Agent determines at any time that an amount received under
any Loan Document must be returned to an Obligor or paid to any other
Person pursuant to Applicable Law or otherwise, then, notwithstanding
any other term of any Loan Document, the Agent shall not be required to
distribute such amount to any Lender. If any amounts received and
applied by the Agent to any Obligations are later required to be
returned by the Agent pursuant to Applicable Law, each Lender shall pay
to the Agent, on demand, such Lender's Pro Rata share of the amounts
required to be returned.

12.12. The Agent in its Individual Capacity. As a Lender, Bank of
America shall have the same rights and remedies under the other Loan Documents
as any other Lender, and the terms "Lenders," "Requisite Lenders" or any similar
term shall include Bank of America in its capacity as a Lender. Each of Bank of
America and its Affiliates may accept deposits from, maintain deposits or credit
balances for, invest in, lend money to, provide Bank Products to, act as trustee
under indentures of, serve as financial or other advisor to, and generally
engage in any kind of business with, the Obligors and their Affiliates, as if
Bank of America were any other bank, without any duty to account therefor
(including any fees or other consideration received in connection therewith) to
the other Lenders. In their individual capacity, Bank of America and its
Affiliates may receive information regarding the Obligors, their Affiliates, and
their Account Debtors (including information subject to confidentiality
obligations), and each Lender agrees

LOAN AND SECURITY AGREEMENT

Page 100

that Bank of America and its Affiliates shall be under no obligation to provide
such information to the Lenders, if acquired in such individual capacity and not
as the Agent hereunder.

12.13. Documentation Agent. The Documentation Agent shall not have any
right, power, responsibility, or duty under any Loan Documents other than those
applicable to all Lenders, and shall in no event be deemed to have any fiduciary
relationship with any other Lender.

12.14. No Third Party Beneficiaries. This Section 12 is an agreement
solely among the Lenders and the Agent, and does not confer any rights or
benefits upon the Borrowers or any other Person. As between the Borrowers and
the Agent, any action that the Agent may take under any Loan Documents shall be
conclusively presumed to have been authorized and directed by the Lenders as
herein provided.

SECTION 13. BENEFIT OF AGREEMENT; ASSIGNMENTS AND PARTICIPATIONS

13.1. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the Borrowers, the Agent, and the Lenders and their
respective successors and assigns, except that (a) no Borrower shall have the
right to assign its rights or delegate its obligations under any Loan Documents
and (b) any assignment by a Lender must be made in compliance with Section 13.3.
The Agent may treat the Person which made any Revolving Loan as the owner
thereof for all purposes until such Person makes an assignment in accordance
with Section 13.3. Any authorization or consent of a Lender shall be conclusive
and binding on any subsequent transferee or assignee of such Lender.

13.2. Participations.

13.2.1. Permitted Participants; Effect. Any Lender may, in the
ordinary course of its business and in accordance with Applicable Law,
at any time sell to a financial institution ("Participant") a
participating interest in the rights and obligations of such Lender
under any Loan Documents. Despite any sale by a Lender of participating
interests to a Participant, such Lender's obligations under the Loan
Documents shall remain unchanged, such Lender shall remain solely
responsible to the other parties hereto for performance of such
obligations, such Lender shall remain the holder of its Revolving Loans
and Revolving Commitments for all purposes, all amounts payable by the
Borrowers shall be determined as if such Lender had not sold such
participating interests, and the Borrowers and the Agent shall continue
to deal solely and directly with such Lender in connection with the
Loan Documents. Each Lender shall be solely responsible for notifying
its Participants of any matters under the Loan Documents, and the Agent
and the other Lenders shall not have any obligation or liability to any
such Participant. A Participant that would be a Foreign Lender if it
were a Lender shall not be entitled to the benefits of Section 5.9
unless the Borrowers agree otherwise in writing.

13.2.2. Voting Rights. Each Lender shall retain the sole right
to approve, without the consent of any Participant, any amendment,
waiver, or other modification of any Loan Documents other than that
which forgives principal, interest, or fees, reduces the stated
interest rate or fees payable with respect to any Revolving Loan or
Revolving

LOAN AND SECURITY AGREEMENT

Page 101

Commitment in which such Participant has an interest, postpones the
Termination Date, or any date fixed for any regularly scheduled payment
of principal, interest, or fees on such Revolving Loan or Revolving
Commitment, or releases any Borrower, Guarantor, or substantial portion
of the Collateral.

13.2.3. Benefit of Set-Off. The Borrowers agree that each
Participant shall have a right of set-off in respect of its
participating interest to the same extent as if such interest were
owing directly to a Lender, and each Lender shall also retain the right
of set-off with respect to any participating interests sold by it. By
exercising any right of set-off, a Participant agrees to share with the
Lenders all amounts received through its set-off, in accordance with
Section 12.5 as if such Participant were a Lender.

13.3. Assignments.

13.3.1. Permitted Assignments. A Lender may assign to any
Eligible Assignee any of its rights and obligations under the Loan
Documents, as long as (a) each assignment is of a constant, and not a
varying, percentage of the transferor Lender's rights and obligations
under the Loan Documents and, in the case of a partial assignment, is
in a minimum principal amount of $15,000,000 (unless otherwise agreed
by the Agent in its discretion) and integral multiples of $5,000,000 in
excess of that amount, (b) except in the case of an assignment in whole
of a Lender's rights and obligations, the aggregate amount of the
Revolving Commitments retained by the transferor Lender be at least
$15,000,000 (unless otherwise agreed by the Agent in its discretion),
and (c) the parties to each such assignment shall execute and deliver
to the Agent, for its acceptance and recording, an Assignment and
Acceptance. Nothing herein shall limit the right of a Lender to pledge
or assign any rights under the Loan Documents to (i) any Federal
Reserve Bank or the United States Treasury as collateral security
pursuant to Regulation A of the Board of Governors and any Operating
Circular issued by such Federal Reserve Bank or (ii) counterparties to
swap agreements relating to any Revolving Loans; provided that any
payment by the Borrowers to the assigning Lender in respect of any
Obligations assigned as described in this sentence shall satisfy the
Borrowers' obligations hereunder to the extent of such payment, and no
such assignment shall release the assigning Lender from its obligations
hereunder.

13.3.2. Effect; Effective Date. Upon delivery to the Agent of
a notice of assignment in the form of Exhibit F and a processing fee of
$5,000, such assignment shall become effective as specified in the
notice, if it complies with this Section 13.3. From the effective date
of such assignment, the Eligible Assignee shall for all purposes be a
Lender under the Loan Documents, and shall have all rights and
obligations of a Lender thereunder. Upon consummation of an assignment,
the transferor Lender, the Agent, and the Borrowers shall make
appropriate arrangements for issuance of replacement and/or new Notes,
as appropriate.

13.4. Tax Treatment. If any interest in a Loan Document is transferred
to a Transferee that is organized under the laws of any jurisdiction other than
the United States or any state or district thereof, the transferor Lender shall
cause such Transferee, concurrently with the effectiveness of such transfer, to
comply with the provisions of Section 5.10.

LOAN AND SECURITY AGREEMENT

Page 102

13.5. Representation of Lenders. Each Lender represents and warrants to
each Borrower, the Agent, and other Lenders that none of the consideration used
by it to fund its Revolving Loans or to participate in any other transactions
under this Agreement constitutes for any purpose of ERISA or Section 4975 of the
Internal Revenue Code assets of any "plan" as defined in Section 3(3) of ERISA
or Section 4975 of the Internal Revenue Code and the interests of such Lender in
and under the Loan Documents shall not constitute plan assets under ERISA.

SECTION 14. MISCELLANEOUS

14.1. Consents, Amendments and Waivers.

14.1.1. Amendment. No modification of any Loan Document,
including any extension or amendment of a Loan Document or any waiver
of a Default or Event of Default, shall be effective without the prior
written agreement of the Agent, with the consent of the Requisite
Lenders, and the Borrowers; provided that:

(a) without the prior written consent of the Agent,
no modification shall be effective with respect to any
provision in a Loan Document that relates to any rights,
duties, or discretion of the Agent;

(b) without the prior written consent of the Issuing
Bank, no modification shall be effective with respect to any
LC Obligations or Section 2.3;

(c) without the prior written consent of each
affected Lender, no modification shall be effective that would
(i) increase any Revolving Commitment of such Lender or (ii)
reduce the amount of, or waive or delay payment of, any
principal, interest, or fees payable to such Lender; and

(d) without the prior written consent of all Lenders
(except a defaulting Lender as provided in Section 4.2), no
modification shall be effective that would (i) extend the
Termination Date, (ii) alter Section 2.1.5, Section 2.1.6,
Section 5.6, Section 7.1 (except to add Collateral), Section
10.3, or Section 14.1.1; (iii) amend the definitions of
Borrowing Base (and the defined terms used in such
definition), Pro Rata, Requisite Lenders, or Total Liquidity,
(iv) increase any advance rate or decrease the Minimum
Availability Requirement, (v) release Collateral with a book
value greater than $10,000,000 during any calendar year,
except as currently contemplated by the Loan Documents, or
(vi) release any Obligor from liability for any Obligations,
if such Obligor is Solvent at the time of the release.

14.1.2. Limitations. The agreement of the Borrowers shall not
be necessary to the effectiveness of any modification of a Loan
Document that deals solely with the rights and duties of the Lenders,
the Agent, and/or the Issuing Bank as among themselves. Only the
consent of the parties to any agreement relating to a Bank Product
shall be required for any modification of such agreement, and no
Affiliate of the provider of any Bank Products that is party to a Bank
Product agreement shall have any other right to consent to or
participate in any manner in modification of any other Loan Document.
The making of any Revolving Loans during the existence of a Default or
Event of Default shall not be deemed to constitute a waiver of such
Default or Event of

LOAN AND SECURITY AGREEMENT

Page 103

Default, nor to establish a course of dealing. Any waiver or consent
granted by the Lenders hereunder shall be effective only if in writing,
and then only in the specific instance and for the specific purpose for
which it is given.

14.1.3. Payment for Consents. No Borrower will, directly or
indirectly, pay any remuneration or other thing of value, whether by
way of additional interest, fee, or otherwise, to any Lender (in its
capacity as a Lender hereunder) as consideration for agreement by such
Lender with any modification of any Loan Documents, unless such
remuneration or value is concurrently paid, on the same terms, on a Pro
Rata basis to all Lenders providing their consent.

14.2. General Indemnity. EACH BORROWER SHALL INDEMNIFY AND HOLD
HARMLESS THE INDEMNITEES AGAINST ANY CLAIMS THAT MAY BE INCURRED BY OR ASSERTED
AGAINST ANY INDEMNITEES, INCLUDING CLAIMS ARISING FROM THE NEGLIGENCE OF AN
INDEMNITEE. If any Taxes (other than Excluded Taxes) shall be payable by any
party due to the execution, delivery, issuance, or recording of any Loan
Documents, or the creation or repayment of any Obligations, the Borrowers shall
pay (and shall promptly reimburse the Agent and the Lenders for their payment
of) all such Taxes, including any interest and penalties thereon, and will
indemnify and hold harmless the Indemnitees against all liability in connection
therewith.

14.3. Limitations of Indemnities. IN NO EVENT SHALL ANY PARTY TO A LOAN
DOCUMENT HAVE ANY OBLIGATION THEREUNDER TO INDEMNIFY AN INDEMNITEE WITH RESPECT
TO A CLAIM THAT IS DETERMINED IN A FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF
COMPETENT JURISDICTION TO RESULT FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT
OF SUCH INDEMNITEE. The obligation of each Obligor and Lender with respect to
each indemnity given by it in any Loan Documents shall survive Full Payment of
the Obligations.

14.4. Notices and Communications.

14.4.1. Notice Address. Subject to Section 4.1.4, all notices,
requests, and other communications by or to a party hereto shall be in
writing and shall be given to any Borrower, at the Borrower Agent's
address shown on the signature pages hereof, and to any other Person at
its address shown on the signature pages hereof (or, in the case of a
Person who becomes a Lender after the Closing Date, at the address
shown on its Assignment and Acceptance), or at such other address as a
party may hereafter specify by notice in accordance with this Section
14.4. Each such notice, request, or other communication shall be
effective only (a) if given by facsimile transmission, when transmitted
to the applicable facsimile number, if confirmation of receipt is
received and if such facsimile transmission is followed by a copy of
such notice by mail or personal delivery, (b) if given by mail, three
Business Days after deposit in the United States mail, with first-class
postage pre-paid, addressed to the applicable address, or (c) if given
by personal delivery, when duly delivered to the notice address with
receipt acknowledged. Notwithstanding the foregoing, no notice to the
Agent pursuant to Section 2.1.4, Section 2.3, Section 3.1.2, Section
4.1.1, or Section 5.3.3 shall be effective until actually

LOAN AND SECURITY AGREEMENT

Page 104

received by the individual to whose attention at the Agent such notice
is required to be sent. Any written notice, request, or other
communication that is not sent in conformity with the foregoing
provisions shall nevertheless be effective on the date actually
received by the noticed party. Any notice received by the Borrower
Agent shall be deemed received by all Borrowers.

14.4.2. Electronic Communications; Voice Mail. Except for
electronic submission of Notices of Borrowing and Notices of
Conversion/Continuation, electronic mail and intranet websites may be
used only for routine communications, such as transmission of financial
statements, Borrowing Base Certificates, and other information required
by Section 10.1.2, administrative matters, and distribution of Loan
Documents for execution. The Agent and the Lenders make no assurances
as to the privacy and security of electronic communications. Electronic
and voice mail may not be used as effective notice under the Loan
Documents.

14.4.3. Non-Conforming Communications. The Agent and the
Lenders may rely upon any notices (including telephonic communications)
purportedly given by or on behalf of any Borrower even if such notices
were not made in a manner specified herein, were incomplete or were not
confirmed, or if the terms thereof, as understood by the recipient,
varied from a later confirmation. Each Borrower shall indemnify and
hold harmless each Indemnitee from any liabilities, losses, costs, and
expenses arising from any telephonic communication purportedly given by
or on behalf of a Borrower.

14.5. Performance of the Borrowers' Obligations. The Agent may, in its
discretion at any time and from time to time, at the Borrowers' expense, pay any
amount or do any act required of a Borrower under any Loan Documents or
otherwise lawfully requested by the Agent to (a) enforce any Loan Documents or
collect any Obligations, (b) protect, insure, maintain, or realize upon any
Collateral, or (c) defend or maintain the validity or priority of the Agent's
Liens in any Collateral, including any payment of a judgment, insurance premium,
warehouse charge, finishing or processing charge, or landlord claim, or any
discharge of a Lien. All payments, costs, and expenses (including Extraordinary
Expenses) of the Agent under this Section shall be reimbursed to the Agent by
the Borrowers, on demand, with interest from the date incurred to the date of
payment thereof at the Default Rate applicable to Base Rate Revolving Loans. Any
payment made or action taken by the Agent under this Section shall be without
prejudice to any right to assert an Event of Default or to exercise any other
rights or remedies under the Loan Documents.

14.6. Credit Inquiries. Each Borrower hereby authorizes the Agent and
the Lenders (but they shall have no obligation) to respond to usual and
customary credit inquiries from third parties concerning any Borrower or
Subsidiary.

14.7. Severability. Wherever possible, each provision of the Loan
Documents shall be interpreted in such manner as to be valid under Applicable
Law. If any provision is found to be invalid under Applicable Law, it shall be
ineffective only to the extent of such invalidity and the remaining provisions
of the Loan Documents shall remain in full force and effect.

LOAN AND SECURITY AGREEMENT

Page 105

14.8. Cumulative Effect; Conflict of Terms. The provisions of the Loan
Documents are cumulative. The parties acknowledge that the Loan Documents may
use several different limitations, tests or measurements to regulate the same or
similar matters, and they agree that these are cumulative and that each must be
performed as provided. Except as otherwise specifically provided in another Loan
Document (by specific reference to the applicable provision of this Agreement),
if any provision contained herein is in direct conflict with any provision in
another Loan Document, the provision herein shall govern and control.

14.9. Counterparts; Facsimile Signatures. Any Loan Document may be
executed in counterparts, each of which taken together shall constitute one
instrument. Loan Documents may be executed and delivered by facsimile, and they
shall have the same force and effect as manually signed originals. The Agent may
require confirmation by a manually-signed original, but failure to request or
deliver same shall not limit the effectiveness of any facsimile signature.

14.10. Entire Agreement. Time is of the essence of the Loan Documents.
The Loan Documents embody the entire understanding of the parties with respect
to the subject matter thereof and supersede all prior understandings regarding
the same subject matter.

14.11. Obligations of the Lenders. The obligations of each Lender
hereunder are several, and no Lender shall be responsible for the obligations or
Revolving Commitments of any other Lender. Amounts payable hereunder to each
Lender shall be a separate and independent debt, and each Lender shall be
entitled, to the extent not otherwise restricted hereunder, to protect and
enforce its rights arising out of the Loan Documents. It shall not be necessary
for the Agent or any other Lender to be joined as an additional party in any
proceeding for such purposes. Nothing in this Agreement and no action of the
Agent or the Lenders pursuant to the Loan Documents shall be deemed to
constitute the Agent and the Lenders to be a partnership, association, joint
venture, or any other kind of entity, nor to constitute control of any Borrower.
Each Borrower acknowledges and agrees that in connection with all aspects of any
transaction contemplated by the Loan Documents, the Borrowers, the Agent, the
Issuing Bank, and the Lenders have an arms-length business relationship that
creates no fiduciary duty on the part of the Agent, the Issuing Bank, or any
Lender, and each Borrower, the Agent, the Issuing Bank, and each Lender
expressly disclaims any fiduciary relationship.

14.12. Confidentiality. During the term of this Agreement and for 12
months thereafter, the Agent and the Lenders agree to take reasonable
precautions to maintain the confidentiality of any information that the
Borrowers deliver to the Agent and the Lenders and identify as confidential at
the time of delivery, except that the Agent and any Lender may disclose such
information (a) to their respective officers, directors, employees, Affiliates,
and agents, including legal counsel, auditors, and other professional advisors,
(b) to any party to the Loan Documents from time to time, (c) pursuant to the
order of any court or administrative agency, (d) upon the request of any
Governmental Authority exercising regulatory authority over the Agent or such
Lender, (e) which ceases to be confidential, other than by an act or omission of
the Agent or any Lender, or which becomes available to the Agent or any Lender
on a nonconfidential basis, (f) to the extent reasonably required in connection
with any litigation relating to any Loan Documents or transactions contemplated
thereby, or otherwise as required by Applicable Law, (g) to the extent
reasonably required for the exercise of any rights or remedies under the Loan
Documents, (h) to any actual or proposed party to a Bank Product or to any
Transferee, as long as such

LOAN AND SECURITY AGREEMENT

Page 106

Person agrees to be bound by the provisions of this Section, (i) to the National
Association of Insurance Commissioners or any similar organization, or to any
nationally recognized rating agency that requires access to information about a
Lender's portfolio in connection with ratings issued with respect to such
Lender, (j) to any investor or potential investor in an Approved Fund that is a
Lender or Transferee, but solely for use by such investor to evaluate an
investment in such Approved Fund, or to any manager, servicer, or other Person
in connection with its administration of any such Approved Fund, or (k) with the
consent of the Borrowers.

14.13. Certifications Regarding Indebtedness Agreements. The Borrowers
certify to the Agent and the Lenders that neither the execution or performance
of the Loan Documents nor the incurrence of any Obligations by the Borrowers
violates the Second Lien Credit Agreement, the Senior Subordinated Notes
Indenture, the Senior Notes Indentures, the Convertible Subordinated Notes
Indentures, the Intercreditor Agreement, or any agreement, document, or
instrument related thereto. The Borrowers further certify that (a) the Revolving
Commitments and the Obligations constitute "Permitted Bank Debt" under the
Second Lien Credit Agreement and the Intercreditor Agreement, (b) the Revolving
Commitments and the Obligations constitute "Designated Senior Debt" under the
Senior Subordinated Notes Indenture and the Convertible Subordinated Notes
Indentures, and (c) the Agent is the "Representative" under the Senior
Subordinated Notes Indenture and the Convertible Subordinated Notes Indentures.
The Agent may condition Borrowings, Letters of Credit, and other credit
accommodations under the Loan Documents from time to time upon the Agent's
receipt of evidence that the Revolving Commitments and Obligations continue to
constitute "Permitted Bank Debt" under the Second Lien Credit Agreement at such
time and are permitted thereunder.

14.14. Governing Law. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS,
UNLESS OTHERWISE SPECIFIED, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK, PROVIDED THAT IN THE EVENT ANY COURT DETERMINES THAT NEW YORK LAW DOES NOT
GOVERN THE LAWS OF THE STATE OF TEXAS SHALL GOVERN, IN ANY SUCH CASE WITHOUT
GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES (BUT GIVING EFFECT TO FEDERAL
LAWS RELATING TO NATIONAL BANKS).

14.15. Consent to Forum. EACH BORROWER HEREBY CONSENTS TO THE
NON-EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT SITTING IN OR WITH
JURISDICTION OVER DALLAS, TEXAS, IN ANY PROCEEDING OR DISPUTE RELATING IN ANY
WAY TO ANY LOAN DOCUMENTS, AND AGREES THAT ANY SUCH PROCEEDING SHALL BE BROUGHT
BY SUCH BORROWER SOLELY IN ANY SUCH COURT. EACH BORROWER IRREVOCABLY WAIVES ALL
CLAIMS, OBJECTIONS, AND DEFENSES THAT IT MAY HAVE REGARDING SUCH COURT'S
PERSONAL OR SUBJECT MATTER JURISDICTION, VENUE, OR INCONVENIENT FORUM. Nothing
herein shall limit the right of the Agent or any Lender to bring proceedings
against any Obligor in any other court. Nothing in this Agreement shall be
deemed to preclude enforcement by the Agent of any judgment or order obtained in
any forum or jurisdiction.

14.16. Waivers by the Borrowers. To the fullest extent permitted by
Applicable Law, each Borrower waives (a) the right to trial by jury (which the
Agent and each Lender hereby also waives) in any proceeding, claim or
counterclaim of any kind relating in any way to any Loan

LOAN AND SECURITY AGREEMENT

Page 107

Documents, Obligations, or Collateral, (b) presentment, demand, protest, notice
of presentment, default, non-payment, maturity, release, compromise, settlement,
extension, or renewal of any commercial paper, accounts, contract rights,
documents, instruments, chattel paper, and guaranties at any time held by the
Agent on which a Borrower may in any way be liable, and hereby ratifies anything
the Agent may do in this regard, (c) notice prior to taking possession or
control of any Collateral, (d) any bond or security that might be required by a
court prior to allowing the Agent to exercise any rights or remedies, (e) the
benefit of all valuation, appraisement and exemption laws, (f) any claim against
the Agent or any Lender, on any theory of liability, for special, indirect,
consequential, exemplary, or punitive damages (as opposed to direct or actual
damages) in any way relating to any Enforcement Action, Obligations, Loan
Documents, or transactions relating thereto, and (g) notice of acceptance
hereof. Each Borrower acknowledges that the foregoing waivers are a material
inducement to the Agent and the Lenders entering into this Agreement and that
the Agent and the Lenders are relying upon the foregoing in their dealings with
the Borrowers. Each Borrower has reviewed the foregoing waivers with its legal
counsel and has knowingly and voluntarily waived its jury trial and other rights
following consultation with legal counsel. In the event of litigation, this
Agreement may be filed as a written consent to a trial by the court.

14.17. Patriot Act Notice. The Agent and the Lenders hereby notify the
Borrowers that pursuant to the requirements of the Patriot Act, the Agent and
the Lenders are required to obtain, verify, and record information that
identifies each Borrower, including its legal name, address, tax ID number, and
other information that will allow the Agent and the Lenders to identify each
Borrower in accordance with the Patriot Act. The Agent and the Lenders will also
require information regarding each personal guarantor, if any, and may require
information regarding the Borrowers' management and owners, such as legal name,
address, social security number, and date of birth.

14.18. No Oral Agreement. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

[Remainder of page intentionally left blank; signatures begin on following page]

LOAN AND SECURITY AGREEMENT

Page 108

IN WITNESS WHEREOF, this Agreement has been executed and delivered as
of the date set forth above.

BORROWERS:

AMKOR TECHNOLOGY, INC.

By:      /s/ Kenneth T. Joyce
----------------------------------------
Name:    Kenneth T. Joyce
--------------------------------------
Title:   Chief Financial Officer
-------------------------------------

UNITIVE, INC.

By:      /s/ Joanne Solomon
----------------------------------------
Name:    Joanne Solomon
--------------------------------------
Title:   Treasurer
-------------------------------------

UNITIVE ELECTRONICS, INC.

By:      /s/ Joanne Solomon
----------------------------------------
Name:    Joanne Solomon
--------------------------------------
Title:   Treasurer
-------------------------------------

Address for notices to all Borrowers:
------------------------------------
c/o Amkor Technology, Inc.
1900 South Price Road
Chandler, Arizona 85248
Attention: Treasurer
Telecopy:         480-821-2616
----------------------------------

LOAN AND SECURITY AGREEMENT

Page 109

AGENT:

BANK OF AMERICA, N.A.

By:      /s/ Joy L. Bartholomew
----------------------------------------
Joy L. Bartholomew
Senior Vice President

Address for notices:

Bank of America, N.A.
901 Main Street, 22nd Floor
TX1-492-22-13
Dallas, Texas 75202
Attention: Loan Administration
Telecopy: (214) 209-4766

LOAN AND SECURITY AGREEMENT

Page 110

LENDERS:

BANK OF AMERICA, N.A.

By:      /s/ Joy L. Bartholomew
----------------------------------------
Joy L. Bartholomew
Senior Vice President

Address for notices:

Bank of America, N.A.
901 Main Street, 22nd Floor
TX1-492-22-13
Dallas, Texas 75202
Attention: Loan Administration
Telecopy: (214) 209-4766

LOAN AND SECURITY AGREEMENT

Page 111

WACHOVIA CAPITAL FINANCE CORPORATION (WESTERN)

By:      /s/ James E. Campbell
----------------------------------------
Name:    James E. Campbell
--------------------------------------
Title:   Vice President
-------------------------------------

Address for Notices:
-------------------
Wachovia Capital Finance Corporation (Western)
251 South Lake Avenue, Suite 900
Pasadena, California 91101
Attention:        Portfolio Manager - Amkor
Technology, Inc.
Telecopy: (626) 304-4949

LOAN AND SECURITY AGREEMENT

Page 112

Exhibit 99.2
GUARANTY AGREEMENT

This Guaranty Agreement ("Guaranty Agreement"), is executed and delivered
by each of the undersigned guarantors (each a "Guarantor") to Bank of America,
N.A., in its capacity as the administrative agent for the Lenders under the Loan
and Security Agreement, as follows:

Definitions

The following terms shall have the following meanings wherever used in this
Guaranty Agreement:

"Borrowers" means the "Borrowers" under the Loan and Security Agreement,
excluding, with respect to each Guarantor, such Guarantor.

"Guaranteed Obligations" means all indebtedness, obligations, and
liabilities now or hereafter, from time to time, owing by the Borrowers to
the Agent or the Lenders under or pursuant to the Loan and Security
Agreement or any of the other Loan Documents, including, without
limitation, all unpaid principal and accrued interest on the Revolving
Loans (whether now existing or hereafter arising), all reimbursement
obligations in respect of letters of credit and all other fees, costs,
expenses (including, without limitation, reasonable attorneys' fees and
expenses and other legal costs), and other monetary obligations of the
Borrowers under the Loan and Security Agreement or any of the other Loan
Documents, now existing or hereafter arising, whether direct, indirect,
fixed, contingent, liquidated, unliquidated, joint, several, or joint and
several, and all renewals, extensions, modifications, rearrangements, and
increases of any of the foregoing. Guaranteed Obligations includes, without
limitation, the "Obligations" as defined by the Loan and Security
Agreement, now or hereafter owing by the Borrowers.

"Guarantor" has the meaning specified in the introductory paragraph hereof
and "Guarantors" means one or more of such Persons collectively.

"Guaranty Agreement" has the meaning specified in the introductory
paragraph hereof.

"Loan and Security Agreement" means the certain Loan and Security
Agreement, dated as of November 28, 2005 among the lending institutions
from time to time party thereto, Bank of America, N.A., as administrative
agent for such lending institutions, and the Amkor Technology, Inc., and
certain of its Subsidiaries, as such agreement may be renewed, extended,
amended, supplemented, restated, or otherwise modified from time to time.

Terms defined by the Loan and Security Agreement, wherever used herein, unless
otherwise defined above, shall have the same meanings in this Guaranty Agreement
as are set forth in the Loan and Security Agreement, and each of such
definitions hereby is deemed to be incorporated herein by reference. Each of the
Guarantors expressly acknowledges that it has read and is familiar with all such
incorporated definitions and that incorporation of same herein shall be

GUARANTY AGREEMENT - Page 1

deemed to have the same effect and enforceability as though each of such
incorporated definitions is set forth herein at length.

Recitals:

A. The Borrowers, the Agent, and the Lenders have executed and entered into
the Loan and Security Agreement, which provides for Revolving Loans by the
Lenders to the Borrowers and for the issuance of Letters of Credit by the
Issuing Bank on the terms and conditions prescribed therein.

B. This Guaranty Agreement is required by the Loan and Security Agreement
and each Guarantor's execution and delivery hereof is a condition (among other
conditions) to the making of the Revolving Loans and the issuance of the Letters
of Credit.

C. Each Guarantor has determined that (i) it will directly and indirectly
benefit from the availability of financing to the Borrowers under the Loan and
Security Agreement and the other transactions evidenced by and contemplated in
the Loan Documents, (ii) it will benefit, directly and indirectly, from
executing and delivering this Guaranty Agreement, (iii) it is in such
Guarantor's best interest, and within its corporate purpose, to execute and
deliver and, if called upon to do so, to perform its obligations under this
Guaranty Agreement, and (iv) execution and delivery of this Guaranty Agreement
and any other Loan Documents to which such Guarantor is a party is necessary or
convenient to the conduct, promotion, and attainment of the business of such
Guarantor.

NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, each Guarantor hereby agrees as
follows:

1. Guaranty of Guaranteed Obligations. This Guaranty Agreement is executed
by each Guarantor pursuant to the Loan and Security Agreement and is for the
benefit of the Agent and the Lenders. As an inducement to the Lenders to make
the Revolving Loans and extend and continue to extend credit and other financial
accommodations to the Borrowers under the Loan Documents, and to the Issuing
Bank to provide Letters of Credit as provided by the Loan and Security
Agreement, for value received, each Guarantor hereby unconditionally,
irrevocably and absolutely guarantees the prompt and full payment and
performance of the Guaranteed Obligations when due or declared to be due and at
all times thereafter.

2. Nature of Guaranty. This Guaranty Agreement is and shall be an absolute,
unconditional, irrevocable, and continuing unlimited guaranty of payment, and
not solely of collection. Each Guarantor guarantees that the Guaranteed
Obligations will be paid strictly in accordance with the terms of the Loan and
Security Agreement and the other Loan Documents, without setoff or counterclaim,
and regardless of any Applicable Law now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of the Lenders with
respect thereto. The Guaranteed Obligations may be increased, reduced, or paid
in full at any time and from time to time without affecting the liability or
obligation of any Guarantor under this Guaranty Agreement with respect to all
Guaranteed Obligations, whenever incurred or arising. All Guaranteed Obligations
now or hereafter arising shall be conclusively presumed to have been

GUARANTY AGREEMENT - Page 2

made or acquired in acceptance hereof. Each Guarantor shall be liable, jointly
and severally, with the Borrowers and any other Person now or hereafter
obligated in respect of the Guaranteed Obligations, or any portion thereof. It
is the intention of each Guarantor and the Lenders that such Guarantor's
liabilities and obligations hereunder shall not be discharged except by such
Guarantor's full and complete payment and performance of such liabilities and
obligations and then only to the extent of such payment and performance (to the
extent not otherwise satisfied by any Borrower or any other Person now or
hereafter obligated in respect of the Guaranteed Obligations).

3. Representations and Warranties. Each of the representations and
warranties in the Loan and Security Agreement relating to each Guarantor are
incorporated by reference and restated herein. In addition, each Guarantor
hereby represents and warrants to the Agent and the Lenders as follows:

(a) Each Guarantor has received and will receive a direct and indirect
material benefit from the transactions evidenced by and contemplated in the
Loan and Security Agreement and the other Loan Documents. This Guaranty
Agreement is given by each Guarantor in furtherance of the direct and
indirect business interests and corporate purposes of such Guarantor, and
is necessary to the conduct, promotion, and attainment of the businesses of
the Borrowers and such Guarantor. The value of the consideration received
and to be received by each Guarantor is reasonably worth at least as much
as the liability and obligation of such Guarantor hereunder.

(b) Each Guarantor is currently informed of the financial condition of
the Borrowers, each other Obligor, and any and all other Persons obligated
in respect of the Guaranteed Obligations and of all other circumstances
which a diligent inquiry would reveal and which bear upon the risk of
nonpayment of the Guaranteed Obligations. Each Guarantor has read and
understands the terms and conditions of the Loan Documents. Each Guarantor
is familiar with, and has had an opportunity to review the books and
records regarding the financial condition of the Borrowers and is familiar
with the value of any and all property intended to be security for the
payment of all or any part of the Guaranteed Obligations; provided that
such Guarantor is not relying on such financial condition or the existence
or value of any such security as an inducement to enter into this Guaranty
Agreement. Each Guarantor has adequate means to obtain, on a continuing
basis, information concerning the financial condition of the Borrowers. No
Guarantor has been induced to enter into this Guaranty Agreement on the
basis of a contemplation, belief, understanding, or agreement that any
Person other than such Guarantor will be liable to pay the Guaranteed
Obligations. Neither the Agent, nor any other Lender, has made any
representation, warranty, or statement to any Guarantor in order to induce
such Guarantor to execute this Guaranty Agreement.

4. Covenants. Each Guarantor agrees that until all Revolving
Commitments have been terminated and the Guaranteed Obligations have been
paid in full, such Guarantor will comply with all covenants set forth in
the Loan and Security Agreement which are applicable to such Guarantor.

GUARANTY AGREEMENT - Page 3

5. Obligations Not Impaired. Each Guarantor agrees that its
obligations hereunder shall not be released, diminished, impaired, reduced,
or affected by the occurrence of any one or more of the following events:
(i) lack of organizational authority of any of the Borrowers or any other
Obligor; (ii) any receivership, insolvency, bankruptcy, or other
proceedings affecting the Borrowers or any other Obligor or its property;
(iii) partial or total release or discharge of the Borrowers or any other
Obligor or other Person from the performance of any obligation contained in
any instrument or agreement evidencing, governing, or securing all or any
part of the Guaranteed Obligations, whether occurring pursuant to any
Applicable Law or otherwise; (iv) any change in the time, manner, or place
of payment of, or in any other term of, or any increase in the amount of,
all the Guaranteed Obligations, or any portion thereof, or any other
amendment or waiver of any term of, or any consent to departure from any
requirement of, any of the Loan Documents; (v) the taking or accepting of
any collateral security for all or any part of the Guaranteed Obligations,
this Guaranty Agreement, or any other Guaranty; (vi) the taking or
accepting of any other Guaranty for all or any part of the Guaranteed
Obligations; (vii) any failure to acquire, perfect, or continue any Lien on
Collateral securing all or any part of the Guaranteed Obligations or on any
other property securing this Guaranty Agreement; (viii) any exchange,
release, or subordination of any Lien on any Collateral, or any release,
amendment, waiver, or subordination of any term of any guaranty of the
Guaranteed Obligations or any other impairment of any collateral security
or guaranty now or hereafter securing all or any part of the Guaranteed
Obligations; (ix) any failure to dispose of any collateral security at any
time securing all or any part of the Guaranteed Obligations or this
Guaranty Agreement in a commercially reasonable manner or as otherwise may
be required by any Applicable Law; (x) any merger, reorganization,
consolidation, or dissolution of any of the Borrowers, such Guarantor, or
any other Obligor, any sale, lease, or transfer of any or all of the assets
of any of the Borrowers, such Guarantor, or any other Obligor, or any
change in name, business, organization, location, composition, structure,
or organization of any of the Borrowers, the Guarantor, or any other
Obligor; (xi) any Change of Control or any other change in the shareholders
of any of the Borrowers, such Guarantor, or any other Obligor; (xii) any
invalidity or unenforceability of or defect or deficiency in any of the
Loan Documents; (xiii) avoidance or subordination of the Guaranteed
Obligations, or any portion thereof; (xiv) the unenforceability of all or
any part of the Guaranteed Obligations against any of the Borrowers because
any interest contracted for, charged, or received in respect of the
Guaranteed Obligations exceeds the amount permitted by any Applicable Law;
(xv) any waiver, consent, extension, forbearance, or granting of any
indulgence by the Lenders with respect to the Guaranteed Obligations or any
provision of any of the Loan Documents; (xvi) any delay in or lack of
enforcement of any remedies under the Loan Documents; (xvii) the act of
creating all or any part of the Guaranteed Obligations is ultra vires, or
the officers or other representatives creating all or any part of the
Guaranteed Obligations acted in excess of their authority; (xviii) any
election of remedies by any of the Lenders; (xix) any of the Loan Documents
were forged; (xx) the election by any of the Lenders in any proceeding
under the Bankruptcy Code of the application of Section 1111(b)(2) thereof;
(xxi) any borrowing or grant of a security interest by any of the Borrowers
or any other Obligor, as debtor-in-possession, under Section 364 of the
Bankruptcy Code, or the use of cash collateral by any of the Borrowers, or
any consent by the Agent and the Lenders to any of the foregoing; (xxii)
the disallowance in bankruptcy of all or any portion of the claims of any
of the Lenders for payment of any of the Guaranteed Obligations; or (xxiii)
any other circumstance which might otherwise constitute a legal or
equitable discharge or defense available to any of the Borrowers, 

GUARANTY AGREEMENT - Page 4

such Guarantor, or any other Obligor (other than that the Guaranteed
Obligations shall have been indefeasibly paid and performed in full).

6. Consent and Waiver.

(a) Each Guarantor hereby waives: (i) notice of acceptance of this
Guaranty Agreement; (ii) notice of any Revolving Loans, Letters of Credit,
or other financial accommodations made or extended under the Loan Documents
or the creation or existence of any Guaranteed Obligations; (iii) notice of
the amount of the Guaranteed Obligations, subject, however, to such
Guarantor's right to make inquiry of the Agent to ascertain the amount
thereof at any reasonable time; (iv) notice of any adverse change in the
financial condition of any of the Borrowers, any other Obligor, or any
other Person or of any other fact that might increase or otherwise change
such Guarantor's risk with respect to the Guaranteed Obligations, any of
the Borrowers, or any other Person under this Guaranty Agreement; (v)
notice of presentment for payment, demand, protest, and notice thereof,
notice of intent to accelerate, notice of acceleration, notice of dishonor,
diligence, or promptness in enforcement and indulgences of every kind as to
any promissory notes or other instruments among the Loan Documents; (vi)
notice of any of the events or circumstances enumerated in paragraph 5
hereof, and all other notices and demands to which such Guarantor might
otherwise be entitled (except if such notice is specifically required to be
given to such Guarantor hereunder or under any of the Loan Documents to
which such Guarantor is a party); (vii) any requirement that any of the
Lenders protect, secure, perfect, or insure any Lien on any Collateral or
other property as security for the Guaranteed Obligations or exhaust any
right or take any action against the Borrowers, any other Obligor, or any
other Person or any Collateral or any other property subject to a Lien;
(viii) the benefit of any statute of limitation applicable to enforcement
of the Guaranteed Obligations, or any portion thereof, or any Liens in the
Collateral or other property as security for the Guaranteed Obligations or
this Guaranty Agreement; (ix) all rights by which such Guarantor might be
entitled to require suit on an accrued right of action in respect of any of
the Guaranteed Obligations or require suit against any of the Borrowers,
any other Obligor, or any other Person, whether arising pursuant to Section
34.02 of the Texas Business and Commerce Code, as amended, Section 17.001
of the Texas Civil Practice and Remedies Code, as amended, Rule 31 of the
Texas Rules of Civil Procedure, as amended, or otherwise; or (x) any other
defense of any of the Borrowers, any other Obligor, or any other Person
(other than that the Guaranteed Obligations shall have been indefeasibly
paid and performed in full).

(b) Each Guarantor hereby waives and agrees not to assert against any
Lender, to the extent allowed by any Applicable Law: (i) any defense,
setoff, counterclaim, or claim of any kind or nature available to any of
the Borrowers, any other Obligor, or any other Person against any Lender,
arising directly or indirectly from the present or future lack of
perfection, sufficiency, validity, or enforceability of the Guaranteed
Obligations or any Lien in the Collateral or any other property as security
for the Guaranteed Obligations; and (ii) any right or defense arising by
reason of any claim or defense based upon an election of remedies by any
Lender under any Applicable Law.

GUARANTY AGREEMENT - Page 5

(c) The Agent shall have the right to seek recourse against each
Guarantor to the fullest extent provided for herein, and no election by the
Agent to proceed in one form of action or proceeding, or against any party,
or on any obligation, shall constitute a waiver of the Agent's right to
proceed in any other form of action or proceeding or against other parties
unless the Agent has expressly waived such right in writing. Without
limiting the foregoing, no action or proceeding by any Lender under any
document or instrument evidencing the Guaranteed Obligations shall serve to
diminish the liability of any Guarantor under this Guaranty Agreement
except to the extent that the Lenders finally and unconditionally shall
have realized indefeasible payment in full of the Guaranteed Obligations.

(d) Each Guarantor waives, and agrees that its liability hereunder
shall not be affected by, any neglect, delay, omission, failure, or refusal
of the Agent or any Lender to (i) exercise or properly or diligently
exercise any right or remedy with respect to any or all of the Guaranteed
Obligations or the collection thereof or any Collateral or other security
for or Guaranty of the Guaranteed Obligations, or any portion thereof, (ii)
take or prosecute, or properly or diligently take or prosecute, any action
for the collection of any or all of the Guaranteed Obligations against any
of the Borrowers, any other Obligor, such Guarantor, or any other Person in
respect of any or all of the Guaranteed Obligations, (iii) foreclose or
prosecute, or properly or diligently foreclose or prosecute, any action in
connection with any agreement, document, or instrument or arrangement
evidencing, securing, or otherwise affecting all or any part of the
Guaranteed Obligations, or (iv) mitigate damages or take any other action
to reduce, collect, or enforce the Guaranteed Obligations.

(e) The Agent may at any time, without the consent of or notice to any
Guarantor (but otherwise subject to any requirement for consent of any or
all of the Lenders as prescribed by the Loan and Security Agreement),
without incurring responsibility to any Guarantor and without impairing,
releasing, reducing, or affecting the obligations of any Guarantor
hereunder: (i) change the manner, place, or terms of payment of all or any
part of the Guaranteed Obligations, or renew, extend, modify, rearrange,
refinance, refund, or alter all or any part of the Guaranteed Obligations;
(ii) sell, exchange, release, surrender, subordinate, realize upon, or
otherwise deal with in any manner and in any order any Collateral and any
Lien securing all or any part of the Guaranteed Obligations or this
Guaranty Agreement or setoff against all or any part of the Guaranteed
Obligations; (iii) neglect, delay, omit, fail, or refuse to take or
prosecute any action for the collection of all or any part of the
Guaranteed Obligations or this Guaranty Agreement or to take or prosecute
any action in connection with any of the Loan Documents; (iv) exercise or
refrain from exercising any rights against any of the Borrowers, any other
Obligor, or any other Person, or otherwise act or refrain from acting; (v)
settle or compromise all or any part of the Guaranteed Obligations and
subordinate the payment of all or any part of the Guaranteed Obligations to
the payment of any obligations, indebtedness, or liabilities which may be
due or become due to the Lenders or others; (vi) apply any deposit balance,
fund, payment, collections through process of law or otherwise, or other
property of the Borrowers or any other Obligor to the satisfaction and
liquidation of indebtedness or obligations of any of the Obligor to the

GUARANTY AGREEMENT - Page 6

Lenders, if any, not guaranteed under this Guaranty Agreement; (vii)
release all or any one or more parties to any one or more of the Loan
Documents or grant other indulgences to the Borrowers or any other Obligor
or any other Person in respect thereof; (viii) amend or modify in any
manner and at any time (or from time to time) any of the Loan Documents;
(ix) partially or fully release or substitute any guarantor, or enforce,
exchange, release, or waive any security for the Guaranteed Obligations, or
any portion thereof; (x) bring suit against any and all Persons liable or
obligated in respect of the Guaranteed Obligations, collectively together,
jointly and severally, or separately, and apply any amounts obtained by the
Agent in such manner as the Agent may elect, subject to the Loan Documents;
and (xi) apply any sums paid to the Lenders by any Guarantor, the
Borrowers, any other Obligor, or any other Person to the Guaranteed
Obligations as provided by the Loan Documents.

(f) Should the Agent or any other Lender seek to enforce the
obligations hereunder by action in any court or otherwise, each Guarantor
waives any requirement, substantive or procedural, that (i) rights or
remedies be enforced first against any of the Borrowers, any other Obligor,
or any other Person liable for all or any part of the Guaranteed
Obligations, including, without limitation, that a judgment first be
rendered against any such Person, or that any of the Borrowers or any other
such Person should be joined in such cause or (ii) enforcement shall first
be made against any Collateral or other property which shall ever have been
given to secure all or any part of the Guaranteed Obligations or this
Guaranty Agreement. Such waiver shall be without prejudice to the Agent's
right, at its option, to proceed against the Borrowers, any other Obligor,
or any other Person, whether by separate action or by joinder.

(g) If, in connection with the exercise of any of its rights and
remedies, the Agent or any other Lender shall forfeit any of its rights or
remedies, including, without limitation, its right to a deficiency judgment
in respect of the Guaranteed Obligations, whether because of any Applicable
Law pertaining to "election of remedies," disposition of collateral, or the
like, each Guarantor hereby consents to such action by the Agent or such
Lender and waives any claim based upon such action. Any action which
results in the denial or impairment of any such right to seek a deficiency
judgment against any of the Borrowers, any other Obligor, or any other
Person shall not impair the obligation of any Guarantor to pay the full
amount of the Guaranteed Obligations or any other obligation of any
Guarantor contained herein.

(h) Each Guarantor agrees that if, after the occurrence and during the
continuance of an Event of Default, the Agent, for the benefit of the
Lenders, is prevented by any Applicable Law from exercising its right to
accelerate the maturity of all or any portion of the Guaranteed
Obligations, to collect interest thereon, or to enforce or exercise any
other right or remedy with respect thereto, or the Agent is prevented from
taking any action to enforce any Lien in the Collateral or any other
property as security for the Guaranteed Obligations or realize on the
Collateral, such Guarantor shall pay to the Agent, for the account of the
Lenders, upon demand therefor, the amount that would otherwise have been
due and payable had such rights and remedies been permitted to be exercised
by the Lenders, as the case may be.

GUARANTY AGREEMENT - Page 7

(i) Each Guarantor hereby assumes sole responsibility for keeping
itself informed of the financial condition of the Borrowers, each other
Obligor, and any other Person liable for all or any part of the Guaranteed
Obligations, and of all other circumstances bearing upon the risk of
nonpayment of the Guaranteed Obligations or any part thereof. Each
Guarantor hereby agrees that neither the Agent nor any Lender shall have
any obligation or duty to advise it of information known to any of them
regarding such condition or any such circumstance.

(j) Each Guarantor consents and agrees that neither the Agent nor any
Lender shall be under any obligation to marshal any assets in favor of such
Guarantor or otherwise in connection with obtaining payment of any or all
of the Guaranteed Obligations from any Person or source.

(k) Each Guarantor agrees that the Agent may, at any time and from
time to time in its discretion and with or without valuable consideration,
allow substitution or withdrawal of Collateral or other security and
release Collateral or other security without impairing or diminishing the
liabilities or obligations of such Guarantor hereunder.

(l) Each Guarantor agrees that neither the Agent nor any Lender shall
be liable for any failure to use diligence or care in the collection of the
Guaranteed Obligations, in the creation or perfection of any lien, security
interest, or assignment intended as security, or in preserving the
liability of any Person liable or obligated on the Guaranteed Obligations.

7. Default. Upon the occurrence and during the continuation of an Event of
Default, each Guarantor agrees, to pay to the Agent, for the benefit of the
Lenders, at the Agent's office located in Dallas County, Texas or at such other
place as the Agent may specify to such Guarantor in writing, on demand by the
Agent and without further notice of dishonor and without notice of any kind to
any Obligor, such Guarantor, or any other Person, the full unpaid amount of the
Guaranteed Obligations, in immediately available funds, or such lesser amount,
if any, as may then be due and payable and demanded by the Agent from time to
time. If acceleration of the time for payment of any amount payable by the
Borrowers or any other Obligor under or with respect to any of the Guaranteed
Obligations is stayed or otherwise delayed upon the insolvency, bankruptcy, or
reorganization of any Obligor, all such amounts otherwise subject to
acceleration under the terms of the Guaranteed Obligations shall nonetheless be
payable by each Guarantor hereunder promptly on demand by the Agent, and such
Guarantor expressly and unconditionally agrees to make such payment in full.

8. No Waiver, Remedies. 

(a) No failure on the part of the Agent to exercise, and no delay in
exercising, any right hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any right hereunder preclude any
other or further exercise thereof or the exercise of any other right. In no
event shall any waiver of the provisions of this Guaranty Agreement be
effective unless the same be in writing and signed by an officer

GUARANTY AGREEMENT - Page 8

of the Agent, and then only in the specific instance and for the purpose
given. The remedies herein provided are cumulative and not exclusive of any
remedies provided by any Applicable Law or any of the other Loan Documents.

(b) Failure by the Agent or any Lender at any time or times hereafter
to require strict performance by the Borrowers, any other Obligor, any
Guarantor, or any other Person of any of the requirements contained in any
of the Loan Documents now or at any time, from time to time, hereafter
executed and delivered by the Borrowers, any other Obligor, any Guarantor,
or any such other Person shall not waive, affect, or diminish the right to
demand strict performance thereof, and such right shall not be deemed to
have been modified or waived by any course of conduct or knowledge of the
Agent, any Lender, or any agent, officer, or employee thereof,
respectively.

(c) No waiver of any Default or Event of Default or any other breach,
default, or requirement shall operate as a waiver of any other Default or
Event of Default or the same Default or Event of Default on a future
occasion, and no action permitted hereunder shall in any way affect or
impair any of the rights of the Agent or the Lenders or the obligations of
any Guarantor under this Guaranty Agreement or under any of the other Loan
Documents. Any determination by a court of competent jurisdiction of the
amount of any principal and/or interest or other amount constituting any of
the Guaranteed Obligations shall be conclusive and binding on each
Guarantor irrespective of whether such Guarantor was a party to the suit or
action in which such determination was made.

9. Notice of Sale. In the event that any Guarantor is entitled to receive
any notice under the UCC, as it exists in the state governing any such notice,
of the sale or other disposition of any Collateral or other property securing
all or any part of the Guaranteed Obligations or this Guaranty Agreement, it is
agreed that at least ten days notice of the time and place of any public sale,
or the time after which any private sale or other disposition may be made of any
such Collateral or other property, shall be deemed to be reasonable notice in
conformity with such requirements; provided that notice given in any other
reasonable manner or at any other reasonable time shall be sufficient.

10. Payment by Guarantor. Whenever any Guarantor pays any sum which is or
may become due under this Guaranty Agreement, written notice must be delivered
to the Agent contemporaneously with such payment. Such notice shall be effective
for purposes of this paragraph when contemporaneously with such payment the
Agent receives such notice in the manner otherwise prescribed for notices
hereunder. For purposes of this Guaranty Agreement, in the absence of such
notice in compliance with the provisions hereof, any sum received by the Agent
or any Lender on account of the Guaranteed Obligations shall be conclusively
deemed paid by the Borrowers.

11. The Agent. The Agent shall have all of the rights, powers, and
benefits, for itself and on behalf of the Lenders, as are prescribed by the Loan
Documents.

12. Cumulative Remedies; No Election. If any Guarantor is or becomes liable
or obligated for the Guaranteed Obligations, by endorsement or otherwise, other
than under this 

GUARANTY AGREEMENT - Page 9

Guaranty Agreement, such liability or obligation shall not be in any manner
impaired or affected hereby, and the rights and remedies of the Agent hereunder
shall be cumulative of any and all other rights and remedies that the Agent or
any Lender may ever have against such Guarantor. The exercise by the Agent or
any Lender of any right or remedy hereunder or under any other agreement,
document, or instrument, or at law or in equity, shall not preclude the
concurrent or subsequent exercise of any other right or remedy. This Guaranty
Agreement may be enforced from time to time as often as occasion for enforcement
may arise as may be determined by the Agent, and it is agreed and understood
that it shall not be necessary for the Agent, in order to enforce payment by any
Guarantor, first to exercise any rights or remedies against any of the
Borrowers, any other Obligor, the Collateral, or any other Person under the Loan
Documents or any Applicable Law.

13. Binding Effect. This Guaranty Agreement, and each Guarantor's
performance hereunder, is for the benefit of the Agent (for the benefit of the
Agent and the Lenders according to their respective interests as provided in the
Loan and Security Agreement), and its successors and assigns, and in the event
of an assignment by the Agent or any Lender, or their respective successors or
assigns, of the Guaranteed Obligations, or any part thereof, the rights and
benefits hereunder, to the extent applicable to the indebtedness, liabilities,
and obligations so assigned, shall be deemed transferred with such indebtedness,
liabilities, and obligations without necessity of further express action. This
Guaranty Agreement is binding upon each Guarantor, and its successors and
assigns.

14. Contribution and Indemnity. To the extent that any Guarantor shall
repay any of the Guaranteed Obligations (any such payment hereinafter being
called an "Accommodation Payment") then such Guarantor making such Accommodation
Payment shall be entitled to contribution and indemnification from, and be
reimbursed by, each other Guarantor in an amount, for each such other Guarantor,
equal to a fraction of such Accommodation Payment, the numerator of which
fraction is such other Guarantor's Allocable Amount (as defined below) and the
denominator of which is the sum of the Allocable Amounts of each Guarantor. As
of any date of determination, the "Allocable Amount" of each Guarantor shall be
equal to the maximum amount of liability for Accommodation Payments which could
be asserted against such Guarantor hereunder without (a) rendering such
Guarantor "insolvent" within the meaning of Section 101 (31) of the Bankruptcy
Code, Section 2 of the Uniform Fraudulent Transfer Act ("UFTA") or Section 2 of
the Uniform Fraudulent Conveyance Act ("UFCA"), (b) leaving such Guarantor with
unreasonably small capital or assets, within the meaning of Section 458 of the
Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving
such Guarantor unable to pay its debts as they become due within the meaning of
Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the
UFCA. All rights and claims of contribution, indemnification, and reimbursement
under this paragraph shall be subordinate in right of payment to the prior
payment in full of the Guaranteed Obligations. The provisions of this paragraph
shall, to the extent expressly inconsistent with any provision of any Loan
Document, supersede such inconsistent provision.

15. Limitation of Liability in Respect of Unitive Inc., and Unitive
Electronics, Inc. Notwithstanding anything in this Guaranty Agreement to the
contrary, the liability of each of Unitive Inc., and Unitive Electronics, Inc.,
respectively, under this Guaranty Agreement shall be 

GUARANTY AGREEMENT - Page 10

limited to a maximum aggregate amount equal to the largest amount which could be
asserted against such Guarantor hereunder without (a) rendering such Guarantor
"insolvent" within the meaning of Section 101 (31) of the Bankruptcy Code,
Section 2 of the uniform Fraudulent Transfer Act ("UFTA") or Section 2 of the
Uniform Fraudulent Conveyance Act ("UFCA"), (b) leaving such Guarantor with
unreasonably small capital or assets, within the meaning of Section 458 of the
Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving
such Guarantor unable to pay its debts as they become due within the meaning of
Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the
UFCA or otherwise rendering its obligations hereunder subject to avoidance as a
fraudulent transfer or conveyance under any Applicable Law, in each case after
giving effect to all other liabilities of such Guarantor, contingent or
otherwise, that are relevant under such laws, and after giving effect to the
value, as assets (as determined under applicable provisions of such laws) of any
rights of such Guarantor to subrogation or contribution from the Borrowers, any
other Obligor or other Person pursuant to any Applicable Law or any agreement
providing for an equitable allocation among Guarantors, the Borrowers and any
other Obligor or other Person of their respective obligations thereunder.

16. Subordination. Each Guarantor hereby agrees that the Subordinated
Indebtedness (as defined below) shall be subordinate and junior in right of
payment to the prior payment in full of all Guaranteed Obligations as herein
provided. After the occurrence and during the continuance of an Event of
Default, the Subordinated Indebtedness shall not be payable, and no payment of
principal, interest, or other amounts on account thereof, and no property or
guarantee of any nature to secure or pay the Subordinated Indebtedness shall be
made or given, directly or indirectly by or on behalf of any Debtor (hereafter
defined) or received, accepted, retained, or applied by any Guarantor unless and
until the Guaranteed Obligations shall have been paid in full in cash. After the
occurrence and during the continuance of an Event of Default, no payments of
principal or interest may be made or given, directly or indirectly, by or on
behalf of any Debtor or received, accepted, retained, or applied by any
Guarantor unless and until the Guaranteed Obligations shall have been paid in
full in cash. If any sums shall be paid to any Guarantor by any Debtor or any
other Person on account of the Subordinated Indebtedness when such payment is
not permitted hereunder, such sums shall be held in trust by such Guarantor for
the benefit of the Agent and the Lenders and shall forthwith be paid to the
Agent without affecting the liability of such Guarantor under this Guaranty
Agreement and may be applied by the Agent against the Guaranteed Obligations in
accordance with the Loan and Security Agreement. Upon the request of the Agent,
each Guarantor shall execute, deliver, and endorse to the Agent such
documentation as the Agent may request to perfect, preserve, and enforce its
rights hereunder. For purposes of this Guaranty Agreement, the term
"Subordinated Indebtedness" means, with respect to each Guarantor, all
indebtedness, liabilities, and obligations of the Borrowers or any other Obligor
other than such Guarantor (the Borrowers and such other Obligor herein the
"Debtors") to such Guarantor, whether such indebtedness, liabilities, and
obligations now exist or are hereafter incurred or arise, or are direct,
indirect, contingent, primary, secondary, several, joint and several, or
otherwise, and irrespective of whether such indebtedness, liabilities, or
obligations are evidenced by a note, contract, open account, or otherwise, and
irrespective of the Person or Persons in whose favor such indebtedness,
obligations, or liabilities may, at their inception, have been, or may hereafter
be created, or the manner in which they have been or may hereafter be acquired
by such Guarantor. 

GUARANTY AGREEMENT - Page 11

Each Guarantor agrees that any and all Liens (including any judgment liens),
upon any Debtor's assets securing payment of any Subordinated Indebtedness shall
be and remain inferior and subordinate to any and all Liens upon any Debtor's
assets securing payment of the Guaranteed Obligations or any part thereof,
regardless of whether such Liens in favor of such Guarantor, the Agent, or any
Lender presently exist or are hereafter created or attached (provided that the
foregoing shall not be interpreted or deemed to allow the existence of any such
Liens to the extent otherwise prohibited by the Loan Documents). Without the
prior written consent of the Agent, no Guarantor shall (i) file suit against any
Debtor or exercise or enforce any other creditor's right it may have against any
Debtor or (ii) foreclose, repossess, sequester, or otherwise take steps or
institute any action or proceedings (judicial or otherwise, including without
limitation the commencement of, or joinder in, any liquidation, bankruptcy,
rearrangement, debtor's relief, or insolvency proceeding) to enforce any
obligations of any Debtor to such Guarantor or any Liens held by such Guarantor
on assets of any Debtor. In the event of any receivership, bankruptcy,
reorganization, rearrangement, debtor's relief, or other insolvency proceeding
involving any Debtor as debtor, the Agent shall have the right to prove and vote
any claim under the Subordinated Indebtedness and to receive directly from the
receiver, trustee, or other court custodian all dividends, distributions, and
payments made in respect of the Subordinated Indebtedness until the Guaranteed
Obligations have been paid in full in cash. The Agent may apply any such
dividends, distributions, and payments against the Guaranteed Obligations in
accordance with the Loan and Security Agreement. Each Guarantor agrees that all
promissory notes, accounts receivable, ledgers, records, or any other evidence
of Subordinated Indebtedness shall contain a specific written notice thereon
that the indebtedness evidenced thereby is subordinated under the terms of this
Guaranty Agreement.

17. Right of Setoff. Each Guarantor hereby grants to the Agent and each
Lender a right of setoff upon any and all monies, securities, or other property
of such Guarantor, and the proceeds therefrom, now or hereafter held or received
by or in transit to the Agent or any such Lender from or for the account of such
Guarantor, whether for safekeeping, custody, pledge, transmission, collection,
or otherwise, and also upon any and all deposits (general or special) and
credits of such Guarantor, and any and all claims of such Guarantor against the
Agent or any such Lender at any time existing. The right of setoff granted
pursuant to this paragraph shall be cumulative of and in addition to the Agent's
or any such Lender's common law right of setoff.

18. Further Assurances. Upon the request of the Agent, each Guarantor will,
at any time and from time to time, duly execute and deliver to the Agent any and
all such further agreements, documents, and instruments, and supply such
additional information, as miay be reasonably necessary or advisable, in the
opinion of the Agent, to obtain the full benefits of this Guaranty Agreement.

19. Invalid Provisions. If any provision of this Guaranty Agreement is held
to be illegal, invalid, or unenforceable under present or future laws effective
during the term hereof, such provision shall be fully severable, this Guaranty
Agreement shall be construed and enforced as if such illegal, invalid, or
unenforceable provision had never comprised a part hereof, and the remaining
provisions hereof shall remain in full force and effect and shall not be
affected by the illegal, invalid, or unenforceable provision or by its severance
herefrom. Furthermore, in lieu of such illegal, invalid, or unenforceable
provision there shall be added automatically as a part of 

GUARANTY AGREEMENT - Page 12

this Guaranty Agreement a provision as similar in terms to such illegal,
invalid, or unenforceable provision as may be possible and be legal, valid, and
enforceable. Notwithstanding anything to the contrary contained herein, no
provision herein or in any other Loan Document evidencing the Guaranteed
Obligations shall require the payment or permit the collection of interest in
excess of the maximum permitted by any Applicable Law.

20. Modification in Writing. No modification, consent, amendment, or waiver
of any provision of this Guaranty Agreement, and no consent to any departure by
any Guarantor herefrom, shall be effective unless the same shall be in writing
and signed by a duly authorized officer of the Agent and, as to any modification
or amendment, the Guarantors, and then shall be effective only in the specific
instance and for the specific purpose for which given.

21. No Waiver, Etc. No notice to or demand on, or consent by, any Guarantor
in any case shall, of itself, entitle such Guarantor to any other or further
notice or demand, or right to grant or refuse consent, in similar or other
circumstances. No delay or omission by the Agent in exercising any right or
remedy hereunder shall impair any such right or remedy or be construed as a
waiver thereof or any acquiescence therein, and no single or partial exercise of
any such right or remedy shall preclude other or further exercise thereof or the
exercise of any other right or remedy hereunder.

22. Cumulative Rights. All rights and remedies of the Agent hereunder are
cumulative of each other and of every other right or remedy which the Agent or
any other Lender may otherwise have at law or in equity or under any other
contract or document, and the exercise of one or more rights or remedies shall
not prejudice or impair the concurrent or subsequent exercise of other rights or
remedies.

23. Expenses. Each Guarantor agrees to pay on demand by the Agent all costs
and expenses incurred by the Agent in connection with the negotiation,
preparation, execution, and performance of the terms and provisions of this
Guaranty Agreement and any and all amendments, modifications, renewals,
restatements, and/or supplements hereto from time to time, including, without
limitation, the reasonable fees and expenses of legal counsel to the Agent. If
any Guarantor should breach or fail to perform any provision of this Guaranty
Agreement, such Guarantor agrees to pay to the Agent all costs and expenses
incurred by the Agent in the enforcement of this Guaranty Agreement from time to
time, including, without limitation, the reasonable fees and expenses of all
legal counsel to the Agent.

24. No Oral Agreements. THIS GUARANTY AGREEMENT REPRESENTS THE FINAL
AGREEMENT AMONG THE GUARANTORS AND THE AGENT RELATING TO THE SUBJECT MATTER OF
THIS GUARANTY AGREEMENT AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF SUCH PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE GUARANTORS AND THE AGENT. THIS GUARANTY
AGREEMENT SUPERSEDES ALL PRIOR (IF ANY) ORAL AGREEMENTS, ARRANGEMENTS OR
UNDERSTANDINGS RELATING TO THE SUBJECT MATTER OF THIS GUARANTY AGREEMENT.

GUARANTY AGREEMENT - Page 13

25. Notices. Unless otherwise specifically provided in this Guaranty
Agreement, all notices or other communications required or permitted to be given
under this Guaranty Agreement shall be given, if to the Agent, as specified in
the Loan and Security Agreement, or if to any Guarantor, as specified for such
Guarantor as an Obligor in the Loan and Security Agreement.

26. Survival. All representations, warranties, covenants and agreements of
each Guarantor in this Guaranty Agreement shall survive the execution of this
Guaranty Agreement.

27. Counterparts. This Guaranty Agreement may be executed in any number of
counterparts, each of which shall constitute an original, but all of which when
taken together shall constitute one and the same Guaranty Agreement. A telecopy
of any such executed counterparts shall be deemed valid as an original.

28. Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver.

i. THIS GUARANTY AGREEMENT SHALL BE INTERPRETED AND THE RIGHTS AND
LIABILITIES OF THE GUARANTORS, THE AGENT, AND THE LENDERS SHALL BE
DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK; PROVIDED
THAT IN THE EVENT THAT ANY COURT DETERMINES THAT NEW YORK LAW DOES NOT
GOVERN, THE LAWS OF THE STATE OF TEXAS SHALL GOVERN, IN ANY SUCH CASE,
WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES (BUT GIVING EFFECT
TO FEDERAL LAWS RELATING TO NATIONAL BANKS); AND PROVIDED FURTHER THAT THE
AGENT AND THE LENDERS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

ii. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY
AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE
STATE OF TEXAS OR OF THE UNITED STATES FOR THE NORTHERN DISTRICT OF TEXAS,
AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE GUARANTORS,
THE AGENT, AND EACH OF THE LENDERS CONSENTS, FOR ITSELF AND IN RESPECT OF
ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF
THE GUARANTORS, THE AGENT, AND THE LENDERS IRREVOCABLY WAIVES ANY
OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE
GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF
THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO. NOTWITHSTANDING THE
FOREGOING, EACH GUARANTOR ACKNOWLEDGES THAT ANY APPEALS FROM THE COURTS
DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A
COURT LOCATED OUTSIDE THOSE JURISDICTIONS.

GUARANTY AGREEMENT - Page 14

iii. EACH GUARANTOR HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL
PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE
BY REGISTERED MAIL (RETURN RECEIPT REQUESTED) AND SERVICE SO MADE SHALL BE
DEEMED TO BE COMPLETED FIVE DAYS AFTER THE SAME SHALL HAVE BEEN SO
DEPOSITED IN THE U.S. MAILS. NOTHING CONTAINED HEREIN SHALL AFFECT THE
RIGHT OF THE AGENT OR THE LENDERS TO SERVE LEGAL PROCESS BY ANY OTHER
MANNER PERMITTED BY LAW.

29. Waiver of Jury Trial. TO THE FULLEST EXTENT ALLOWED BY LAW, EACH
GUARANTOR WAIVES ITS RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING OUT OF OR RELATED TO THIS GUARANTY AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING, OR OTHER LITIGATION
OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY
AGENT-RELATED PERSON, PARTICIPANT, OR ASSIGNEE, WHETHER WITH RESPECT TO CONTRACT
CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH GUARANTOR AGREES THAT ANY SUCH CLAIM OR
CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING
THE FOREGOING, EACH GUARANTOR FURTHER AGREES THAT ITS RIGHT TO A TRIAL BY JURY
IS WAIVED BY OPERATION OF THIS PARAGRAPH AS TO ANY ACTION, COUNTERCLAIM, OR
OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR
ENFORCEABILITY OF THIS GUARANTY AGREEMENT OR ANY PROVISION HEREOF OR THEREOF.
THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS, OR
MODIFICATIONS TO THIS GUARANTY AGREEMENT.

30. Irrevocable Nature of Guaranty. This Guaranty Agreement shall be
irrevocable. Each Guarantor acknowledges that any purported or attempted
revocation shall constitute an Event of Default.

31. Headings. The paragraph headings in this Guaranty Agreement are for
convenience of identification only and do not limit any of the provisions
hereof.

[Remainder of page intentionally left blank]

GUARANTY AGREEMENT - Page 15

IN WITNESS WHEREOF, the undersigned has executed this Guaranty Agreement as
of the effective date specified in the introductory paragraph hereinabove.

GUARANTORS:

AMKOR TECHNOLOGY, INC.

By: /s/ Kenneth T. Joyce              
----------------------------------
Name:        Kenneth T. Joyce         
--------------------------------
Title:       Chief Financial Officer  
-------------------------------

UNITIVE, INC.

By: /s/ Joanne Solomon                
----------------------------------
Name: Joanne Solomon                  
--------------------------------
Title: Treasurer                      
-------------------------------

UNITIVE ELECTRONICS, INC.

By: /s/ Joanne Solomon                
---------------------------------
Name: Joanne Solomon                  
-------------------------------
Title: Treasurer                      
------------------------------

GUARANTY AGREEMENT - Page 16

Exhibit 99.3
INTERCREDITOR AGREEMENT

This INTERCREDITOR AGREEMENT, dated as of November 28, 2005, is entered
into among BANK OF AMERICA, N.A., as administrative agent for the Senior Parties
under the Bank of America Senior Lien Credit Agreement (in such capacity, the
"Senior Agent"), CITICORP NORTH AMERICA, INC. ("CNAI"), as administrative agent
for the Junior Parties under the CNAI Junior Lien Credit Agreement (in such
capacity, the "Junior Administrative Agent"), CNAI, as collateral agent for the
Junior Parties under the CNAI Junior Lien Credit Agreement (in such capacity,
the "Junior Collateral Agent"), AMKOR TECHNOLOGY, INC., UNITIVE, INC. and
UNITIVE ELECTRONICS, INC. (collectively, and each individually, the "Borrower")
and each other Loan Party from time to time party hereto .

WITNESSETH:

WHEREAS, the Borrower has entered into the certain Loan and Security
Agreement, dated as of November 28, 2005 among the Borrower, the "Lenders" as
defined therein and the Senior Agent (as such agreement may have been or may
hereafter be amended, restated, supplemented, renewed or otherwise modified from
time to time, the "Bank of America Senior Lien Credit Agreement"); and

WHEREAS, the Borrower has entered into the certain Second Lien Credit
Agreement, dated as of October 27, 2004, among the Borrower, the Lenders as
defined therein, the Junior Administrative Agent, the Junior Collateral Agent,
Citigroup Global Markets, Inc. ("CGMI"), as sole lead arranger, Merrill Lynch,
as syndication agent, JPMC, as documentation agent, and CGMI, Merrill Lynch and
JPM Securities, as joint bookrunners (as such agreement may have been or may
hereafter be amended, restated, supplemented, renewed or otherwise modified from
time to time, the "CNAI Junior Lien Credit Agreement"); and

WHEREAS, it is a requirement of the Bank of America Senior Lien Credit
Agreement that the parties hereto shall have entered into this Agreement;

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants
and obligations herein set forth and for other good and valuable consideration,
the adequacy and receipt of which are hereby acknowledged, and in reliance upon
the representations, warranties and covenants herein contained, the parties
hereto, intending to be legally bound, hereby agree as follows: 

SECTION 1. Definitions

1.1 Definitions

(a) As used in this Agreement, the following terms shall have the
following meanings (such meanings to be equally applicable to both the singular
and plural forms of the terms defined) :

"Adequate Protection" means "adequate protection" under sections 361,
362, 363 or 364 of the Bankruptcy Code.

INTERCREDITOR AGREEMENT - Page 1

"Affiliate" means, with respect to any Person, any other Person
directly or indirectly controlling or that is controlled by or is under common
control with such Person, each officer, director, general partner or
joint-venturer of such Person, and each Person that is the beneficial owner of
10% or more of any class of Voting Stock of such person. For the purposes of
this definition, "control" means the possession of the power to direct or cause
the direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise.

"Agents" means the Senior Agent and the Junior Agents.

"Agreement" means this Intercreditor Agreement.

"Bank of America Senior Lien Credit Agreement" has the meaning
prescribed in the recitals to this Agreement.

"Bankruptcy Code" means title 11, United States Code.

"Bankruptcy Law" means the Bankruptcy Code, or any similar federal,
state or foreign Requirement of Law for the relief of debtors or any
arrangement, reorganization, insolvency, moratorium assignment for the benefit
of creditors, any other marshalling of the assets and liabilities of the
Borrower or any other Loan Party or any similar law relating to or affecting the
enforcement of creditors' rights generally.

"Borrower" has the meaning prescribed in the preamble to this
Agreement.

"Capital Lease" means, with respect to any Person, any lease of, or
other arrangement conveying the right to use, property by such Person as lessee
that would be accounted for as a capital lease on a balance sheet of such Person
prepared in conformity with GAAP.

"Cash Management Document" means any certificate, agreement or other
document executed by any Loan Party in respect of the Cash Management
Obligations of any Loan Party.

"Cash Management Obligation" means, as applied to any Person, any
direct or indirect liability, contingent or otherwise, of such person in respect
of cash management services (including treasury, depository, overdraft, credit
or debit card, electronic funds transfer and other cash management arrangements)
provided by any Senior Party or any Affiliate of any of them, including
obligations for the payment of fees, interest, charges, expenses, attorneys'
fees and disbursements in connection therewith.

"Collateral" means, all property and interests in property and proceeds
thereof now owned or hereafter acquired by the Borrower or any other Loan party
in or upon which a Lien is granted under any Collateral Document.

INTERCREDITOR AGREEMENT - Page 2

"Collateral Documents" means this Agreement, the Senior Collateral
Documents and the Junior Collateral Documents.

"Collateral Agents" means each of the Senior Agent and the Junior
Collateral Agent. 

"Contractual Obligation" of any Person means any obligation, agreement,
undertaking or similar provision of any security issued by such Person or of any
agreement undertaking, contract, lease, indenture, mortgage, deed of trust or
other instrument (excluding a Loan Document) to which such Person is a party or
by which it or any of its property is bound or to which any of its property is
subject.

"CNAI Junior Lien Credit Agreement" has the meaning prescribed in the
recitals to this Agreement.

"Governmental Authority" means any nation, sovereign or government, any
state or other political subdivision thereof and any entity or authority
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government. including any central bank or stock
exchange.

"Hedging Contracts" means all interest rate swap agreements, interest
rate cap agreements, interest rate collar agreements, interest rate insurance,
foreign exchange contracts, currency swap or option agreements, forward
contracts, commodity swap, purchase or option agreements, other commodity price
hedging arrangements and all other similar non-speculative agreements or
arrangements designed to alter the risks of any Person arising from fluctuations
in interest rates, currency values or commodity prices.

"Insolvency or Liquidation Proceeding" means, collectively, (a) any
voluntary or involuntary case or proceeding under the Bankruptcy Law with
respect to the Borrower or any other Loan Party, (b) any other voluntary or
involuntary insolvency, reorganization or bankruptcy case or proceeding, or any
receivership, liquidation, reorganization or other similar case or proceeding
with respect to the Borrower or any other Loan Party or with respect to any of
their respective assets, (c) any liquidation, dissolution, reorganization or
winding up of the Borrower or any Loan Party, whether voluntary or involuntary
and whether or not involving insolvency or bankruptcy and (d) any assignment for
the benefit of creditors or any other marshaling of assets and liabilities of
the Borrower or any other Loan party.

"Junior Administrative Agent" means the Junior Administrative Agent
referred to in the preamble to this Agreement and also includes, for all
purposes, any successors thereof or assigns thereto as permitted by the CNAI
Junior Lien Credit Agreement and any other Person who hereafter is the
administrative agent, or who holds an analogous position in respect of any
Junior Secured Obligations, however titled or held, under any Junior Credit
Agreement and who is designated as the "Junior Administrative Agent" for
purposes of this Agreement in any such future Junior Credit Agreement.

INTERCREDITOR AGREEMENT - Page 3

"Junior Agent" means each of the Junior Administrative Agent and the
Junior Collateral Agent.

"Junior Collateral Agent" means the Junior Collateral Agent referred to
in the preamble to this Agreement and also includes, for all purposes, any
successors thereof or assigns thereto as permitted by the CNAI Junior Lien
Credit Agreement and any other Person who hereafter is the collateral agent, or
who holds an analogous position in respect of any Junior Secured Obligations,
however titled or held, under any Junior Credit Agreement and who is designated
as the "Junior Collateral Agent" for purposes of this Agreement in any such
future Junior Credit Agreement.

"Junior Collateral Document" means any of the "Collateral Documents" as
defined in the Junior Credit Agreement and any other agreement, instrument or
other document now or hereafter existing pursuant to which a Lien is granted
securing the Junior Secured Obligations, or any portion thereof, as the same may
be amended. renewed, extended, supplemented or modified from time to time.

"Junior Credit Agreement" means the CNAI Junior Lien Credit Agreement,
and also means and includes, for all purposes, any successor or replacement
credit agreement effected by the Borrower and the other Loan Parties, or any of
them, with any other Person in any refinancing of the Junior Secured
Obligations, or any part thereof, including, without limitation, any successor,
replacement or other agreement pursuant to which any of the indebtedness,
commitments, obligations, costs, expenses, fees, reimbursements, indemnities or
other obligations now or hereafter payable or owing thereunder may be
refinanced, restructured, renewed, extended, increased, refunded or replaced, as
any of the forgoing may be modified, amended, renewed, extended, restated,
supplemented or otherwise modified from time to time.

"Junior Event of Default" means an "Event of Default" as defined by the
Junior Credit Agreement or any analogous or other event or condition, howsoever
defined, under the Junior Credit Agreement that allows the Junior Agent to
accelerate the Junior Secured Obligations or to exercise remedies under any
Junior Collateral Document.

"Junior Loan Document" means any "Loan Document" as defined in the
Junior Credit Agreement, or any other instrument, certificate or other document
now or hereafter existing or executed and delivered in connection with the
Junior Secured Obligations, or any portion thereof, including the Junior
Collateral Documents.

"Junior Party" means each of the Junior Agents, each "Lender" as
defined in the CNAI Junior Lien Credit Agreement and each other lender or other
holder of a Junior Secured Obligation.

"Junior Secured Obligations" means (a) the "Obligations" (under and as
defined in the Junior Credit Agreement) and (b) all other Secured Obligations of
a Junior Party (in its capacity as such) under any Junior Loan Document
(including all indebtedness and obligations owing to any Junior Party arising in
connection with any refinancings, replacements or increases of any of the
foregoing, whether in the same, lesser or greater amount, and any advance or

INTERCREDITOR AGREEMENT - Page 4

extension of credit to any Loan Party and any payment to any other Person other
than a Loan Party to acquire, satisfy or otherwise discharge any claim for the
purpose of maintaining, preserving or protecting any Collateral), and any and
all renewals, extensions, increases or rearrangements of any of the foregoing.

"Lien" means any mortgage, deed of trust, pledge, hypothecation,
assignment, charge, deposit arrangement, encumbrance, lien (statutory or other),
security interest or preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever intended to secure
payment of any indebtedness or the performance of any other obligation,
including any conditional sale or other title retention agreement, the interest
of a lessor under a Capital Lease and any financing lease having substantially
the same economic effect as any of the foregoing (but excluding the interest of
a lessor under an operating lease) .

"Loan Document" means each Junior Loan Document and Senior Loan
Document.

"Loan Party" means each of the Borrower each Subsidiary of the Borrower
that is a party hereto or to any Loan Document.

"Paid in Full" and "Payment in Full" means, with respect to any Secured
Obligation, the occurrence of all of the foregoing, (a) with respect to such
Secured Obligations other than (i) contingent indemnification obligations,
obligations under Hedging Contracts and Cash Management obligations not then due
and payable and (ii) to the extent covered by clause (b) below, obligations with
respect to undrawn Letters of Credit, payment in full thereof in cash (or
otherwise to the written satisfaction of the Secured Parties owed such Secured
Obligations), (b) with respect to any undrawn letter of credit issued pursuant
to the Senior Credit Agreement, the obligations under which are included in such
Secured Obligations, (i) the cancellation thereof and payment in full of all
resulting Secured obligations pursuant to clause (a) above or (ii) the receipt
of cash collateral (or a backstop letter of credit in respect thereof on terms
acceptable to the applicable issuer of any letters of credit pursuant to the
Senior Credit Agreement, and the Senior Agent) in an amount at least equal to
105% of the Secured Obligations for such Letter of Credit and (c) termination of
all credit facility commitments and all other obligations of the Secured Parties
in respect of all credit facilities under the Loan Documents.

"Person" means an individual. partnership, corporation (including a
business trust), joint stock company, estate, trust, limited liability company,
unincorporated association, joint venture or other entity or a Governmental
Authority.

"Recovery" has the meaning set forth in Section 6.4 (Preference
Issues).

"Requirement of Law" means, with respect to any Person, the common law
and all federal, state, local and foreign laws, treaties, rules and regulations,
orders, judgments, decrees and other determinations of, concessions, grants,
franchises, licenses and other Contractual Obligations with, any Governmental
Authority or arbitrator, applicable to or binding upon such Person or any of its
property or to which such Person or any of its property is subject.

INTERCREDITOR AGREEMENT - Page 5

"Requisite Lenders" means, with respect to the Senior Credit Agreement
or the Junior Credit Agreement, as the context requires, as of any date of
determination, the minimum combination of Persons as required by the Senior
Credit Agreement or the Junior Credit Agreement, as the case may be, who
collectively are sufficient to consent to an amendment thereof or to direct an
Agent to act thereunder.

"Secured Obligations" means the obligations of any Loan Party pursuant
to the Senior Loan Documents or the Junior Loan Documents, as applicable.

"Senior Agent" means the Senior Agent referred to in the preamble to
this Agreement and also includes, for all purposes, any successors thereof or
assigns thereto as permitted by the Bank of America Senior Lien Credit Agreement
and any other Person who hereafter is the agent, or who holds an analogous
position in respect of any Senior Secured Obligations, however titled or held,
under any Senior Credit Agreement and who is designated as the "Senior Agent"
for purposes of this Agreement in any such future Senior Credit Agreement.

"Senior Collateral Documents" means the "Collateral Documents,"
security documents or any analogous group of documents as defined in the Senior
Credit Agreement, including the Senior Pledge and Security Agreement, and any
other agreement, instrument or other document now or hereafter existing pursuant
to which a Lien is granted securing the Senior Secured Obligations, or any
portion thereof, as the same may be amended. renewed, extended, supplemented or
modified from time to time.

"Senior Credit Agreement" means the Bank of America Senior Lien Credit
Agreement and also means and includes, for all purposes, any successor or
replacement credit agreement effected by the Borrower and the other Loan
Parties, or any of them, with any other Person in any refinancing of the Senior
Secured Obligations, or any part thereof, including, without limitation, any
successor, replacement or other agreement pursuant to which any of the
indebtedness, commitments, obligations, costs, expenses, fees, reimbursements,
indemnities or other obligations now or hereafter payable or owing thereunder
may be refinanced, restructured, renewed, extended, increased, refunded or
replaced, as any of the forgoing may be modified, amended, renewed, extended,
restated, supplemented or otherwise modified from time to time.

"Senior Event of Default" means any "Event of Default" as defined by
the Senior Credit Agreement or any analogous or other event or condition,
howsoever defined, under the Senior Credit Agreement that allows the Senior
Agent to accelerate the Senior Secured Obligations or to exercise remedies under
any Senior Collateral Document.

"Senior Loan Document" means any "Loan Document" or analogous group of
documents as defined in the Senior Credit Agreement, or any other instrument,
certificate or other document now or hereafter existing or executed and
delivered in connection with the Senior Secured Obligations, or any portion
thereof, including the Senior Collateral Documents.

INTERCREDITOR AGREEMENT - Page 6

"Senior Party" means each of the Senior Agent, each "Lender" and each
"Issuing Bank" as defined in the Bank of America Senior Credit Agreement and
each other lender, letter of credit issuer or other holder of a Senior Secured
Obligation.

"Senior Pledge and Security Agreement" means any pledge or analogous
agreement included in the Senior Collateral Documents including, without
limitation, the Bank of America Senior Lien Credit Agreement.

"Senior Secured Obligations" means (a) the "Obligations" (under and as
defined in the Senior Credit Agreement), and all extensions of credit under any
financing under section 364 of the Bankruptcy Code or any arrangement for use of
cash collateral under section 363 of the Bankruptcy Code the terms of which are
consented to by the Senior Agent in its capacity as such, (b) all other Secured
Obligations owed to a Senior Party (in its capacity as such) under any Senior
Loan Document (including all indebtedness and obligations owing to any Senior
Party arising in connection with any refinancings, replacements or increases of
any of the foregoing, whether in the same, lesser or greater amount, and any
advance or extension of credit to any Loan Party and any payment to any other
Person other than a Loan Party to acquire, satisfy or otherwise discharge any
claim for the purpose of maintaining, preserving or protecting any Collateral),
(c) any Cash Management Obligation, any obligation under any Hedging Contract
and (d) all interest on any of the obligations in clauses (a), (b) and (c) above
accrued or accruing (or which would, absent the commencement of an Insolvency or
Liquidation Proceeding, accrue) after the commencement of an Insolvency or
Liquidation Proceeding in accordance with and at the rate specified from time to
time in the Senior Credit Agreement whether or not the claim for such interest
is allowed as a claim in such Insolvency or Liquidation Proceeding; provided,
however, that the aggregate principal amount of "Senior Secured Obligations"
incurred pursuant to clauses (a) or (b) above shall not, as of the date of any
incurrence thereof, exceed the maximum aggregate principal amount which may be
incurred and secured on the Collateral on such date as "Permitted Bank Debt"
pursuant to, and as defined in, the Junior Credit Agreement (as such agreement
is in effect on the date hereof without giving effect to any amendment or other
modification thereof or hereof following such date). To the extent any payment
with respect to the Senior Secured Obligations (whether by or on behalf of any
Loan Party, as proceeds of security, enforcement of any right of setoff or
otherwise) is declared to be fraudulent or preferential in any respect, set
aside or required to be paid to a debtor in possession, trustee, receiver or
similar Person, then the obligation or part thereof originally intended to be
satisfied shall be deemed to be reinstated and outstanding as if such payment
had not occurred.

"Subsidiary" means, with respect to any Person, any corporation,
partnership, limited liability company or other business entity of which an
aggregate of 50% or more of the outstanding Voting Stock is, at the time,
directly or indirectly, owned or controlled by such Person or one or more
Subsidiaries of such Person.

"Voting Stock" means capital stock (whether denominated as common stock
or preferred stock), beneficial, partnership or membership interests,
participations or other equivalents (regardless of how designated) of any Person
having ordinary Owner to vote in the election of members of the board of
directors, managers, trustees or other controlling Persons, of 

INTERCREDITOR AGREEMENT - Page 7

such Person (irrespective of whether, at the time, Stock of any other class or
classes of such entity shall have or might have voting power by reason of the
happening of any contingency) .

"Uniform Commercial Code" or "UCC" means the Uniform Commercial code of
the State of New York, as amended.

1.2 Certain Other Terms

(a) The terms "herein," "hereof," "hereto" and "hereunder" and similar
terms refer to this Agreement as a whole and not to any particular Article,
Section, subsection or clause in this Agreement.

(b) References herein to an Annex, Schedule, Article, Section,
subsection or clause refer to the appropriate Annex or Schedule to, or Article,
Section, subsection or clause in this Agreement.

(c) Where the context requires, provisions relating to any collateral,
when used in relation to any Loan Party, shall refer to such Loan Party's
Collateral or any relevant part thereof.

(d) Any reference in this Agreement to a Loan Document shall include
all exhibits and schedules thereto, and, unless specifically stated otherwise
all amendments, restatements, supplements or other modifications thereto, and as
the same may be in effect at any time such reference becomes operative.

(e) The term "including" means "including without limitation" except
when used in the computation of time periods.

(f) References in this Agreement to any statute shall be to such
statute as amended or modified and in effect from time to time.

SECTION 2. LIEN PRIORITIES

2.1 Subordination

Notwithstanding the date, manner or order of grant, attachment or
perfection of any Lien securing any Junior Secured Obligation or of any Lien
securing any Senior Secured Obligation and notwithstanding any provision of the
UCC or any applicable Requirement of Law or the Loan Documents or any other
circumstance whatsoever, each Loan Party and each Agent, for itself and on
behalf of the Secured Parties it represents, agrees as follows: (a) any Lien on
the Collateral securing any Senior Secured Obligation, whether now or hereafter
existing and regardless of how acquired or created, shall be senior and prior to
any Lien on the Collateral securing any Junior Secured Obligation and (b) any
Lien on the Collateral securing any Junior Secured Obligation, whether now or
hereafter existing and regardless of how acquired or created, whether by grant,
statute, operation of law, subrogation or otherwise, shall be junior and
subordinate in all respects to all Liens on the Collateral securing any Senior
Secured Obligation. All Liens on the Collateral securing any Senior Secured
Obligation shall be and remain senior to all Liens on the Collateral securing
any Junior Secured Obligation for all purposes, whether or 

INTERCREDITOR AGREEMENT - Page 8

not such Liens securing any Senior Secured Obligation are subordinated to any
obligation or any Lien securing any other obligation.

2.2 Prohibition on Contesting Liens

Each Agent, for itself and on behalf of the respective Secured Parties
it represents, agrees that it shall not, and hereby waives any right to,
contest, or support any other Person in contesting, in any proceeding (including
any Insolvency or Liquidation Proceeding), the priority, validity or
enforceability of any Lien held by or for the benefit of any Senior Party or
Junior Party in the Collateral.

2.3 New Liens

(a) The parties hereto agree that, prior to the payment in full of the
Secured Obligations, any Lien on any asset of any Loan Party securing any
Secured Obligation (and which asset is not also subject to a Lien securing all
of the Secured Obligations in accordance with the priorities set forth herein)
shall immediately be released upon demand by the Senior Agent or assigned to the
Senior Agent on behalf of the Senior Parties, subject to the priorities set
forth in Section 2.1, and, at all times prior to such release or assignment, the
Senior Agent shall be acting as a sub-agent of the Junior Collateral Agent for
the sole purpose of perfecting the Lien on such asset.

(b) Each Loan Party hereby agrees not to grant, or to permit any of its
Subsidiaries to grant, except as expressly permitted by the Senior Credit
Agreement and the Junior Credit Agreement, any Lien on any of its respective
assets securing the Senior Claims or the Junior Claims, as the case may be, to
any Person other than the Senior Agent on behalf of the Senior Secured Parties
and the Junior Collateral Agent on behalf of the Junior Secured Parties, subject
to the priorities set forth in Section 2.1.

SECTION 3. ENFORCEMENT; APPLICATION OF PROCEEDS OF COLLATERAL AND OTHER
PAYMENTS

3.1 Exercise of Remedies

(a) Each Agent, for itself and on behalf of the Secured Parties it
represents, agrees that, as long as the Senior Secured Obligations have not been
paid in full, whether or not any Insolvency or Liquidation Proceeding has been
commenced by or against the Borrower or any other Loan Party:

(i) no Junior Party will (A) exercise or seek to exercise any
right or remedy with respect to any Collateral or (B) institute any
action or proceeding with respect to any such right or remedy,
including any action of foreclosure;

(ii) no Junior Party will contest, protest or object to (A)
any foreclosure proceeding or action brought by any Senior Party, (B)
the exercise of any right or remedy by any Senior Party under any Loan
Document or any other exercise by any Senior Party of any rights and
remedies relating to the Collateral. under the Loan Documents or
otherwise, (C) any disposition or release of Collateral permitted under
Section 5.1

INTERCREDITOR AGREEMENT - Page 9

(Releases; Enforcement by Senior Agent) or (D) the forbearance by any Senior
Party from bringing or pursuing any foreclosure proceeding or any action or any
other exercise of any rights or remedies relating to the Collateral; and

(iii) the Senior Parties shall have the exclusive right to
enforce rights, exercise remedies and make determinations regarding
release, disposition, or restrictions with respect to the Collateral
(except as otherwise expressly provided hereunder) without any
consultation with, or the need to obtain a consent from, any Junior
Party.

In exercising rights and remedies with respect to the Collateral, the Senior
Parties may enforce the provisions of the Senior Loan Documents and exercise
remedies thereunder, all in such order and in such manner as they may determine
in the exercise of their sole discretion, subject to acting in a commercially
reasonable manner in accordance with the UCC. Such exercise and enforcement
shall include, without limitation, the rights of an agent appointed by them to
sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in
connection with such sale or disposition, and to exercise all the rights and
remedies of a secured lender under the uniform commercial code of any applicable
jurisdiction and of a secured creditor under the Bankruptcy Code and bankruptcy
or similar laws of any applicable jurisdiction.

(b) Each Junior Agent, for itself and on behalf of the Junior Parties,
agrees that, following the occurrence of (i) a Senior Event of Default, if the
Senior Agent or the Requisite Lenders under the Senior Credit Agreement require
proceeds of Collateral to be applied in accordance with the Senior Credit
Agreement, or (ii) an acceleration of any Senior Secured Obligations pursuant to
the Senior Credit Agreement, such Junior Agent shall not with respect to the
Junior Secured Obligations take or receive from or on behalf of any Loan Party,
directly or indirectly, in cash or other property or by setoff, counterclaim or
in any other manner (whether pursuant to any enforcement, collection, execution,
levy, foreclosure action or other proceeding or otherwise) any Collateral or any
proceeds of Collateral, unless and until all Senior Secured Obligations have
been paid in full in accordance with the Senior Credit Agreement. Without
limiting the generality of the foregoing, unless and until the Senior Secured
obligations have been paid in full, except as expressly provided herein, the
sole right of the Junior Parties with respect to the Collateral is to hold a
Lien on the Collateral pursuant to the Loan Documents for the period and to the
extent granted therein and to receive a share of the proceeds thereof, if any,
after payment in full of the Senior Secured Obligations; provided, however, that
nothing in this sentence shall be construed to impair the right of the Junior
Parties (x) to receive payments of principal and interest as provided for in the
Junior Credit Agreement, and (y) after 90 days following the occurrence of a
Junior Event of Default, while it is continuing, to enforce such right to such
payments by bringing suit at law (but not to exercise any rights in respect of
the Liens of the Junior Parties on the Collateral) with respect to any unpaid
amounts of such payments.

3.2 Application of Proceeds of Collateral and Other Payments

(a) Following the occurrence of (i) a Senior Event of Default, if the
Senior Agent or the Requisite Lenders under the Senior Credit Agreement require
proceeds of Collateral to be applied in accordance with the Senior Credit
Agreement, or (ii) an acceleration of any Senior Secured Obligations pursuant to
the Senior Credit Agreement, all proceeds of collateral received 

INTERCREDITOR AGREEMENT - Page 10

by the Agents shall be applied by the Senior Agent in the payment of the Senior
Secured Obligations in accordance with the order of application set forth in the
Senior Credit Agreement. Following the payment in full of the Senior Secured
Obligations, at such time and to the extent required by the Junior Credit
Agreement, all proceeds of Collateral received by the Agents shall be applied by
the Junior Administrative Agent in payment of the Junior Secured Obligations in
accordance with the order of application set forth in of the Junior Credit
Agreement.

SECTION 4. PAYMENTS OVER

Unless and until all Senior Secured Obligations shall have been paid in
full, any Collateral or proceeds thereof or any payment received by any Junior
Party from proceeds of the Collateral shall be segregated and held in trust and
forthwith paid over to the Senior Agent for application to the Senior Secured
Obligations in the priority set forth in the Senior Credit Agreement in the same
form as received, with any necessary endorsements or as a court of competent
jurisdiction may otherwise direct. The Senior Agent is hereby authorized to make
any such endorsements as agent for any such Junior Party. This authorization is
coupled with an interest and is irrevocable.

SECTION 5. OTHER AGREEMENTS

5.1 Releases; Enforcement by Senior Agent

(a) In accordance with the terms hereof, each Collateral Agent shall
release (or, in the case of clause (ii) below, release or subordinate or, as
applicable, confirm that such Collateral Agent holds no such Lien) any Lien held
by either of them for the benefit of any Secured Party:

(i) against all of the Collateral, upon payment in full of all
Secured Obligations that the Senior Agent has been notified in writing
are then due and payable (provided, that such notification shall not be
required with respect to Secured Obligations in respect to loans,
letters of credit and commitments);

(ii) against any assets that are subject to a Lien permitted
by the Senior Credit Agreement where such assets are permitted to be
sold free of the Lien of the Collateral Agent without violating the
Senior Credit Agreement or that constitute assets that are not subject
to a Lien in favor of any Collateral Agent; 

(iii) against any Collateral (including, if applicable, all or
substantially all of the Collateral) sold or disposed of by a Loan
Party if such sale or disposition is permitted by the Senior Credit
Agreement (or permitted pursuant to a valid waiver or consent if a
transaction is otherwise prohibited by the Senior Credit Agreement);
and

(iv) against any Collateral that has been pledged to any
Collateral Agent and that has been cancelled, replaced or repaid in
accordance with the terms of the Senior Credit Agreement.

INTERCREDITOR AGREEMENT - Page 11

(b) To the extent the Junior Collateral Agent is required to release
any Lien pursuant to clause (a) above, the Senior Agent is authorized to release
such Liens for, and in the name of, the Junior Collateral Agent until the Senior
Secured Obligations are paid in full.

5.2 Exclusive Rights with Respect to Certain Collateral

(a) As between the Senior Parties and the Junior Parties, to the extent
any of the following rights are granted under the Loan Documents:

(i) Unless and until the Senior Secured Obligations are paid
in full, the Senior Parties shall have the sole and exclusive right,
subject to the rights of the Borrower and the other Loan Parties under
the Loan Documents, to adjust settlement for any insurance policy
covering the Collateral in the event of any loss thereunder and approve
any award granted in any condemnation or similar proceeding affecting
the Collateral. Unless and until the Senior Secured Obligations are
paid in full, all proceeds of any such policy and any such award
required to be paid to any secured Party under any Loan Document shall
be paid to the Senior Agent for application to the Secured Obligations
in accordance with Section 3.2 (Application of ----------- Proceeds of
Collateral and Other Payments). Without limiting the foregoing, (x)
unless and until the Senior Secured Obligations are paid in full, if
any Junior Party shall, at any time, receive any proceeds of any such
insurance policy or any such reward or any other proceeds of Collateral
in contravention of this Agreement, it shall pay such proceeds over to
the Senior Agent in accordance with the terms of Section 4 (Payments
Over) and (y) in the event the Senior Parties allow --------- pursuant
to the terms of the Loan Documents, or the terms of the Loan Documents
allow, without regard to the consent of the Senior Parties, any portion
of any insurance proceeds or condemnation proceeds or similar award to
be used by the Borrower to repair or replace the Collateral affected or
for any other purpose, each Junior party hereby consents thereto.

(ii) Unless and until the Senior Secured Obligations are paid
in full, the Senior Parties shall have the sole and exclusive right,
subject to the rights of the Borrower and the other Loan Parties under
the Loan Documents, to do any of the following: (A) notify account
debtors of any Loan Party to make payments to the Senior Agent and
exercise other similar rights with respect to general intangibles, (B)
receive dividends and distributions, send notices or otherwise exercise
any rights with respect to any Collateral consisting of instruments or
stock pledged as Collateral and (C) exercise any registration and
similar rights with respect to any stock pledged as Collateral.

(b) Except as contemplated in the previous sentence or as otherwise
provided under the Senior Loan Documents, any payment received by the Senior
Agent under this Section 5.2 after the occurrence and during the continuance of
any Senior Event of Default shall be applied to the Secured Obligations in
accordance with Section 3.2 (Application of Proceeds of Collateral and Other
Payments).

5.3 Senior Agent as Bailee; Representative; Relationship

INTERCREDITOR AGREEMENT - Page 12

(a) The Senior Agent agrees to hold the Collateral that is in its
possession or control (or in the possession or control of its agents or
bailees), as bailee or as agent, as the case may be, for the Junior Collateral
Agent (and any assignee thereof) solely for the purpose of perfecting the
security interest granted in such Collateral to the Junior Collateral Agent
pursuant to the applicable Junior Collateral Documents, subject to the terms and
conditions of this Section 5.3. For the avoidance of doubt, solely for purposes
of perfecting the Lien in favor of the Junior Collateral Agent, the Senior Agent
agrees that it shall be the agent of the Junior Collateral Agent with respect to
any deposit accounts or securities accounts included in the Collateral that are
controlled or held by the Senior Agent.

(b) Except as otherwise expressly provided for herein, until the Senior
Secured Obligations are paid in full, the Senior Agent shall be entitled to deal
with the Collateral in accordance with the terms of the Loan Documents as if the
Liens of or for the benefit of any Junior Party under any applicable Loan
Documents did not exist. The rights of each Junior Party with respect to the
Collateral shall at all times be subject to the terms of this Agreement.

(c) The Senior Agent shall have no obligation whatsoever to any Junior
Party to assure that the Collateral is genuine or owned by the Borrower or any
other Loan Party or to preserve the rights or benefits of any Person.

(d) The Senior Agent shall not have by reason of the Loan Documents,
this Agreement or any other document a fiduciary relationship in respect of any
Junior Party. No Junior Party shall have by reason of the Loan Documents, this
Agreement or any other document a fiduciary relationship in respect of the
Senior Agent or any Senior Party.

(e) Each Loan Party hereby authorizes the Senior Agent, upon the
payment in full of the Senior Secured Obligations, to deliver to the Junior
Collateral Agent the Collateral held or received by it (together with any other
proceeds of Collateral held by it), and to make, including in the name of the
Borrower or any other Loan Party, any necessary endorsement.

(f) Each Collateral Agent shall be entitled to rely upon any
certificate, notice, consent or other instrument in writing (including any
facsimile transmission) believed by such Collateral Agent to be genuine and
correct and to have been signed or sent or made by or on behalf of a proper
Person.

SECTION 6. INSOLVENCY OR LIQUIDATION PROCEEDINGS

6.1 Financing Issues; Adequate Protection

Each Junior Agent, for itself and on behalf of the Junior Parties.
agrees that, if any Loan Party shall be subject to any Insolvency or Liquidation
Proceeding:

(a) the Junior Agents will not raise any objection to, and will not
contest (or support any Person in objecting to or contesting):

(i) any request, consent or objection by the Senior Agent or
any Senior Party to any Person receiving Adequate Protection;

INTERCREDITOR AGREEMENT - Page 13

(ii) any consent or objection by the Senior Agent or any
Senior Party to the use of cash collateral by any Loan Party; or

(iii) Any consent or objection by the Senior Agent or any
Senior Party to any Loan Party obtaining financing under section 363 or
section 364 of the Bankruptcy Code ("DIP Financing");

provided, however, that the Senior Agent, for itself and on behalf of the Senior
Parties, agrees that in any Insolvency or Liquidation proceeding, if any Senior
Party is granted Adequate Protection in the form of the benefit of additional or
replacement Liens or Collateral (including proceeds thereof arising after the
commencement of any Insolvency or Liquidation Proceeding) in connection with any
of the foregoing, then such Senior Party will not object to the grant to the
Junior Parties of Adequate Protection in the form of additional or replacement
Liens on the Collateral (including proceeds thereof arising after the
commencement of any Insolvency or Liquidation Proceeding) or additional or
replacement collateral to secure the Junior Secured Obligations, as long as such
Lien is subordinated to the Liens securing the Senior Secured Obligations to the
same extent as the other Liens of the Junior Parties on the Collateral are
subordinated hereunder to the Liens securing the Senior Secured Obligations;

(b) to the extent the Liens securing the Senior Secured Obligations are
subordinated to, or pari passu with, any DIP Financing, the Junior Collateral
Agent shall subordinate its Liens on the Collateral to such DIP Financing and
all Junior secured Obligations relating thereto on the same basis as the Liens
securing the Junior Secured Obligations are subordinated to the other Senior
Secured Obligations under this Agreement; and

(c) no Junior Party will request the payment of interest on any Junior
secured Obligation accrued or accruing after the commencement of an Insolvency
or Liquidation Proceeding or any other Adequate Protection or any other relief
except as permitted under clause (a) above or otherwise permitted by the Senior
Agent.

6.2 Relief From the Automatic Stay

Each Junior Agent, for itself and on behalf of each Junior Party,
agrees that no Junior Party shall seek relief from the automatic stay or any
other stay in any Insolvency or Liquidation Proceeding in respect of the
Collateral without the prior written consent of the Senior Agent and the
Requisite Lenders under the Senior Credit Agreement.

6.3 No Waiver

Except as provided in Section 6.1 (Financing Issues; Adequate
Protection), nothing contained herein shall prohibit or in any way limit the
Senior Agent or any Senior Party from objecting in any Insolvency or Liquidation
Proceeding or otherwise to any action taken by the Junior Party, including the
seeking by any Junior party of Adequate Protection or the asserting by any
Junior Party of any of its rights and remedies under the Loan Documents or
otherwise.

INTERCREDITOR AGREEMENT - Page 14

6.4 Preference Issues

If any Senior Party is required in any Insolvency or Liquidation
Proceeding or otherwise to turn over or otherwise pay to the estate of the
Borrower or the estate of any other Loan Party, any amount (a "Recovery"), then
the Senior Secured obligations of such Senior Parties shall be reinstated to the
extent of such Recovery and such Senior Parties shall be entitled to receive
payment in full of all such recovered amounts. If this Agreement shall have been
terminated prior to such Recovery, this Agreement shall be reinstated in full
force and effect, and such prior termination shall not diminish, release,
discharge, impair or otherwise affect the obligations of the parties hereto.

SECTION 7. WAIVERS; ETC.

7.1 No Waiver of provisions

(a) No right of any of the Senior Agent or any Senior Party to enforce
any provision of this Agreement shall at any time in any way be prejudiced or
impaired by any act or failure to act on the part of the Borrower or any other
Loan Party or by any act or failure to act by any Senior Party or the Senior
Agent, or by any noncompliance by any Person with the terms, provisions and
covenants of this Agreement or any of the Loan Documents, regardless of any
knowledge thereof which the Senior Agent or the Senior parties, or any of them,
may have or be otherwise charged with.

(b) Each Junior Party, also agrees that the Senior Parties and the
Senior Agent shall have no liability to any Junior Party, and each Junior Party
hereby waives any claim against any Senior Party or the Senior Agent arising out
of any and all actions which any of the Senior Parties or the Senior Agent may
take or permit or omit to take with respect to (i) the Loan Documents, (ii) the
collection of the Senior Secured Obligations or (iii) the foreclosure upon, or
sale, liquidation or other disposition of, the collateral (except only, in the
case of Collateral, to the extent such foreclosure, sale, liquidation Or other
disposition is not made in a commercially reasonable manner in accordance with
the UCC). Each Junior Party agrees that the Senior Parties have no duty to them
in respect of the maintenance or preservation of the Collateral.

(c) Each Junior Agent, for itself and on behalf of the Junior Parties,
agrees that, unless and until the Senior Secured Obligations are paid in full,
no Junior Party shall assert and each hereby waives, to the fullest extent
permitted by law, any right to demand, request, plead or otherwise assert or
otherwise claim the benefit of, any marshaling, appraisal, valuation or other
similar right that may otherwise be available under applicable Requirement of
Law or any other similar rights a secured creditor may have under applicable
Requirement of Law.

7.2 Obligations Unconditional

All rights, interests, agreements and obligations of the Senior Agent,
the Senior Parties and the Junior Parties, respectively, hereunder shall remain
in full force and effect irrespective of:

(a) any lack of validity or enforceability of any Loan Documents;

INTERCREDITOR AGREEMENT - Page 15

(b) any change in the time, manner or place of payment of, or in any
other terms of, all or any of the Senior Secured Obligations or Junior Secured
Obligations, or any amendment or waiver or other modification, including any
increase in the amount thereof, whether by course of conduct or otherwise, of
the terms of the Senior Credit Agreement, the Junior Credit Agreement or of the
terms of the Loan Documents;

(c) any exchange, release or lack of perfection of any security
interest or other Lien in any Collateral or any other collateral, or any
release, amendment, waiver or other modification, whether in writing or by
course of conduct or otherwise, of any Secured obligation or any guarantee
thereof;

(d) the commencement of any Insolvency or Liquidation Proceeding; or

(e) any other circumstances which otherwise might constitute a defense
available to. or a discharge of. the Borrower or any Loan Party in respect of
any Secured Obligation, or of any Junior Party in respect of this Agreement;

provided, however, that nothing in this Section 7.2 shall be construed to modify
or amend the provisions of the Senior Credit Agreement governing amendments to
or waivers of or under the Senior Credit Agreement or any other Senior Loan
Document.

SECTION 8. MISCELLANEOUS

8.1 Conflicts

Except as expressly provided herein. in the event of any conflict
between the provisions of this Agreement and the provisions of any Loan
Document. the provisions of this Agreement shall govern. It is further expressly
understood that the Lien subordination and other terms referred to herein shall
not, as between the Loan Parties and the Secured Parties. waive, cancel. relieve
the Borrower or any other Loan party from any liability or obligation. or
otherwise modify any liability or obligation, that the Borrower or such Loan
Party may have to the Senior Agent, any Senior Party or any Junior Party under
the Senior Credit Agreement any other Loan Document.

8.2 Effectiveness

This Agreement shall become effective when executed and delivered by
the Senior Agent, each Junior Agent, the Borrower and each other Loan Party from
time to time party hereto and shall be effective both before and after the
commencement of any Insolvency or Liquidation Proceeding. All references to the
Borrower or any other Loan Party shall include the Borrower or such Loan party
(as the case may be) as debtor and debtor-in-possession and any receiver or
trustee for the Borrower or such Loan Party (as the case may be) in any
Insolvency or Liquidation Proceeding.

8.3 Continuing Nature of this Agreement

INTERCREDITOR AGREEMENT - Page 16

This Agreement (other than the provisions Section 3.2 (Application of
Proceeds of Collateral and Other payments) and Section 5.1 (Releases;
Enforcement by Senior Agent>> shall continue to be effective until all Senior
Secured Obligations shall have been paid in full, and the provisions of such
Sections 3.2 and 5.1 shall continue to be effective until all Senior Secured
Obligations and Junior Secured Obligations have been paid in full. This is a
continuing agreement of Lien subordination and the Senior Parties may continue,
at any time and without notice to any Junior party, to extend credit and other
financial accommodations and lend monies to or for the benefit of the Borrower
on the faith hereof. Except as expressly provided herein or in the Senior Credit
Agreement, each Junior Party hereby waives any right it may have under
applicable law to revoke this Agreement or any of the provisions of this
Agreement. The terms of this Agreement shall survive, and shall continue in full
force and effect, in any Insolvency or Liquidation Proceeding.

8.4 Amendments; Waivers

(a) No amendment, modification or waiver of any of the provisions of
this Agreement by the Senior Agent or any Junior Agent shall be deemed to have
been made unless executed by the Senior Agent and each Junior Agent; provided,
that no such amendment, modification or waiver shall require the consent of the
Borrower or any other Loan Party except to the extent provided in Section 8.4
(b).

(b) Anything herein to the contrary notwithstanding, the consent of the
Borrower shall not be required for amendments, modifications or waivers of the
provisions of this Agreement other than those that (i) affect any obligation or
right of the Borrower or any Loan Party hereunder or that would impose any
additional obligations on the Borrower or any Loan Party, (ii) change the
ability of any Collateral Agent to release Collateral (or to subordinate the
Liens on the Collateral of the Collateral Agents to Liens permitted under the
Senior Credit Agreement), (iii) change the rights of the Borrower to make
payments of interest and principal in respect of the Junior Secured Obligations
or (iv) have the effect of making the Liens securing the Junior Parties pari
passu with the Liens securing the Senior Parties. Anything herein to the
contrary notwithstanding, the consent of no Loan Party (other than the Borrower
in the circumstances set forth in the preceding sentence) shall be required for
amendments, modifications or waivers of the provisions of this Agreement.

8.5 Notices

Any notice or other communication herein required or permitted to be
given to (a) any party hereto that is also a party to the Senior Credit
Agreement shall be made in accordance with the Senior Credit Agreement, (b) any
party hereto that is also a party to the Junior Credit Agreement shall be made
in accordance with the Junior Credit Agreement.

8.6 Further Assurances

Each of the Borrower and the other Loan parties party hereto and each
Junior Agent, for itself and on behalf of each Junior Party, agrees that each
Loan Party and each Junior Party shall, at the Borrower's expense, take such
further action and execute and deliver to the Senior Agent and the Senior
Parties such additional documents and instruments (in recordable 

INTERCREDITOR AGREEMENT - Page 17

form, if requested), in each case as the Senior Agent or the other Senior
Parties may reasonably request to effectuate the terms of and the subordination
contemplated by this Agreement.

8.7 Governing Law

This Agreement and the rights and liabilities of the parties hereto
shall be governed by, and construed and interpreted in accordance with, the law
of the State of New York.

8.8 Specific Performance

Each of the Agents and the Secured Parties may demand specific
performance of this Agreement. Each of the Senior Agent, on behalf of itself and
the Senior Parties, and each Junior Agent, on behalf of itself and the Junior
Parties, hereby irrevocably waives any defense based on the adequacy of a remedy
at law and any other defense which might be asserted to bar the remedy of
specific performance in any action which may be brought by the other Person.

8.9 Section Titles

The section titles contained in this Agreement are and shall be without
substantive meaning or content of any kind whatsoever and are not a part of this
Agreement, except when used to reference such sections.

8.10 Counterparts; Form and Substance Satisfactory to Junior
Administrative Agent

This Agreement may be executed in one or more counterparts, each of
which shall be an original and all of which shall together constitute one and
the same document. 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 signature page of
this Agreement by facsimile transmission or by posting on the Approved
Electronic Platform (as defined in each of the Senior Credit Agreement and the
Junior Credit Agreement) shall be as effective as delivery of a manually
executed counterpart thereof. By its execution hereof, the Junior Administrative
Agent confirms that this Agreement is in form and substance satisfactory to the
Junior Administrative Agent and is executed by such agent in accordance with
Section 5.10 of the CNAI Junior Lien Credit Agreement.

[SIGNATURE PAGES FOLLOW]

INTERCREDITOR AGREEMENT - Page 18

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.

SENIOR AGENT:

BANK OF AMERICA, N.A., as Senior Agent

By: /s/ Joy L. Bartholomew
-----------------------------------------

Name: Joy L. Bartholomew
---------------------------------------

Title: Senior Vice President
--------------------------------------

Address for notices:

Bank of America, N.A.
901 Main Street, 22nd Floor
TX1-492-22-13
Dallas, Texas 75202
Attention: Loan Administration
Telecopy: (214) 209-4766

INTERCREDITOR AGREEMENT - Page 19

JUNIOR AGENT:

CITICORP NORTH AMERICA, INC., 
as Junior Administrative Agent

By: /s/ Suzanne Crymes
-----------------------------------------

Name: Suzanne Crymes
---------------------------------------

Title: Vice President
--------------------------------------

CITICORP NORTH AMERICA, INC., 
as Junior Collateral Agent

By: /s/ Suzanne Crymes
-----------------------------------------

Name: Suzanne Crymes
---------------------------------------

Title: Vice President
--------------------------------------

Address:

388 Greenwich Street, 19th Floor
New York, New York  10013
Attention:
Telecopy No.:
Email address:

INTERCREDITOR AGREEMENT - Page 20

AMKOR TECHNOLOGY, INC., as a Borrower

By: /s/ Kenneth T. Joyce
-----------------------------------------

Name: Kenneth T. Joyce
---------------------------------------

Title: Chief Financial Officer
--------------------------------------

UNITIVE, INC., as a Borrower

By: /s/ Joanne Solomon
-----------------------------------------

Name: Joanne Solomon
---------------------------------------

Title: Treasurer
--------------------------------------

UNITIVE, ELECTRONICS INC., as a Borrower

By: /s/ Joanne Solomon
-----------------------------------------

Name: Joanne Solomon
---------------------------------------

Title: Treasurer
--------------------------------------

Address for notices to all Borrowers:

c/o Amkor Technology, Inc.
1900 South Price Road
Chandler, Arizona 85248
Attention: Treasurer
Telecopy: 480-821-2616

INTERCREDITOR AGREEMENT - Page 21

EXHIBIT 99.4

SYNDICATED LOAN AGREEMENT

(2005.11.28)

[Translation prepared by Baker & McKenzie]
[FOR REFERENCE ONLY]

BORROWER:
Amkor Technology Taiwan

COORDINATING ARRANGERS:
Chinatrust Commercial Bank Co., Ltd.
Ta Chong Commercial Bank Co., Ltd.

AGENT:
Chinatrust Commercial Bank Co., Ltd.

TOTAL FACILITY AMOUNT:
One Billion Eight Hundred and Forty Million
New Taiwan Dollars (NT$1,840,000,000)
DATE:
November 30, 2005

1

SYNDICATED LOAN AGREEMENT

THIS SYNDICATED LOAN AGREEMENT (the "Agreement") is made and entered into as of
November 30, 2005 by and among:

AMKOR TECHNOLOGY TAIWAN, a company organized and incorporated under the laws of
the Republic of China (the "Borrower");

The banks and banking institutions listed in SCHEDULE I attached hereto
(collectively, the "Banks" and severally, a "Bank");

CHINATRUST COMMERCIAL BANK CO., LTD. AND TA CHONG COMMERCIAL BANK CO., LTD.,
jointly acting as the coordinating arrangers of the Banks hereunder
(collectively, the "Coordinating Arrangers"); and

CHINATRUST COMMERCIAL BANK CO., LTD., acting as the facility agent and security
agent hereunder (the "Agent"). 

WITNESSTH:

WHEREAS, to finance or refinance the capital expenditure of the Borrower's
project (the "Project") for developing and expanding an assembly and testing
plant in Hukou, Hsinchu, and Longtan, Taoyuan, and for purchasing machinery,
equipment and the relevant ancillary equipment, the Borrower has requested the
Coordinating Arrangers to arrange for the Banks to extend to the Borrower a
medium-term New Taiwan Dollar loan in an aggregate principal amount not to
exceed One Billion Eight Hundred and Forty Million New Taiwan Dollars
(NT$1,840,000,000) (the "Facility"); and

WHEREAS, the Coordinating Arrangers have discussed the above arrangement with
the Banks and obtained the Banks' consent to extend the Facility so requested to
the Borrower subject to the terms and conditions of this Agreement.

ARTICLE 1 DEFINITIONS

Unless otherwise defined elsewhere in this Agreement, as used herein the
following terms shall have the meanings set forth below:

2

1.1 Total Facility Amount shall mean the total amount of the Facility which the
Banks commit to provide to the Borrower pursuant to this Agreement, or the
amount cancelled or reduced at any time by the Banks pursuant to this Agreement.

1.2 Facility Amount shall mean the amount of loan which each Bank commits to
provide to the Borrower with respect to the Facility, as shown in SCHEDULE I
hereto, provided the Facility Amount shall be cancelled or reduced in accordance
with the applicable provisions of this Agreement.

1.3 Majority Banks shall mean Banks whose then aggregate outstanding claims in
principal not yet repaid exceed two-thirds of the then aggregate outstanding
claims of all the Banks under this Agreement in principal not yet repaid or, if
Borrower has not drawn any of the Facility Amount yet, Banks whose aggregate
Facility Amount exceeds two-thirds of the Total Facility Amount under this
Agreement.

1.4 Commitment Ratio shall mean the ratio of the Facility Amount committed by
each Bank to the Total Facility Amount.

1.5 Loan shall mean each loan drawn by the Borrower pursuant to the applicable
provisions of this Agreement.

1.6 Drawdown Date shall mean the date the Borrower draws a Facility Amount
pursuant to this Agreement. "Initial Drawdown Date" shall mean the date the
Borrower draws a Facility Amount for the first time pursuant to this Agreement.

1.7 Business Day shall mean a banking business day in the Republic of China.

1.8 Interest Payment Date shall mean the date interest on a Loan under this
Agreement becomes payable by the Borrower, i.e., the last day of each Interest
Period.

1.9 Interest Period shall mean the period commencing on the Initial Drawdown
Date and having a duration of ninety (90) days and each ninety(90)-day period
thereafter; provided, that (i) the first Interest Period with respect to each
drawdown other than the Initial Drawdown shall commence on such Drawdown Date
and end on the last day of the then current Interest Period as established
above, (ii) the Interest Period commencing prior to any repayment date shall end
on such repayment date, and (iii) unless provided by this Agreement to the
contrary, if any Interest Period would otherwise end on a day which is not a
Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless such next succeeding Business Day falls in another calendar
month, in which case such Interest Period shall end on the immediately preceding
Business Day.

3

1.10 Reference Interest Rate shall mean, with respect to each Loan, the interest
rate to be determined in the following order of priority (i.e., the interest
rate in Article 1.10.2 will prevail if the interest rate in Article 1.10.1 is
unavailable and if the interest rate in Article 1.10.2 is also unavailable, the
interest in Article 1.10.3 will prevail):

1.10.1 The rate per annum determined on the basis of the fixing rate on 90-day
commercial papers in Taiwan's primary commercial paper market as appearing on
Page 51328 of the Reuters Telerate screen at or about 11:30 A.M. on the Business
Day prior to the commencement of such Interest Period.

1.10.2 The rate per annum determined on the basis of the fixing rate on 90-day
commercial papers in Taiwan's secondary commercial paper market as announced by
International Bills Finance Corporation, Chung Hsing Bills Finance Corporation
and China Bills Finance Corporation at or about 11:30 A.M. on the Business Day
prior to the commencement of such Interest Period.

1.10.3 The rate per annum determined on the basis of the variable rate on
three-month time deposits as posted by the Agent on the Business Day prior to
the commencement of such Interest Period.

The Borrower and the Banks both agree not to raise any objection to the result
of such quotations obtained by the Agent.

1.11 Interest Rate shall mean the per annum interest rate determined on the
basis of the Reference Interest Rate plus 1.2%, exclusive of business tax and
stamp duty, which are to be borne by the Borrower.

1.12 Compensatory Interest Rate shall mean upon the occurrence of a circumstance
to which the Compensatory Interest Rate is applicable pursuant to this
Agreement, the per annum interest rate determined on the basis of the base rate
of the Agent plus 3% per annum, exclusive of business tax and stamp duty, which
are to be borne by the Borrower.

1.13 Drawdown Period shall mean the period for which the Facility Amount is
available to the Borrower for drawdown. "Expiration Date of Drawdown Period"
shall mean the last day of the sixth month from the date of this Agreement or
the day the Borrower draws the whole of the Facility Amount, whichever is
earlier.

4

1.14 Land and Buildings shall mean collectively the land, factory buildings, and
the relevant ancillary factory work facilities of the assembly and testing plant
in Hukou, Xinzhu ("Plant 3") and that in Longtan, Taoyuan ("Plant 1"), which are
owned by the Borrower. The details are shown in SCHEDULE II to this Agreement.
"Factory Buildings" shall mean the factory buildings and relevant ancillary
factory work facilities of the Land and Buildings.

1.15 Equipment shall mean the machinery, equipment and the relevant ancillary
facilities purchased (including refinanced) and installed in the Factory
Buildings (Plant 3) by the Borrower with money obtained from the Facility.

1.16 Mortgage Agreements shall mean collectively the Real Estate Mortgage
Agreement and the Chattel Mortgage Agreement, as respectively defined in Article
9.2 of this Agreement.

1.17 Mortgages shall mean collectively a first priority real estate mortgage
over the Land and Buildings ("Real Estate Mortgage") and a first priority
chattel mortgage over the Equipment ("Chattel Mortgage"), as created in favor of
the Agent pursuant to this Agreement.

1.18 Mortgaged Objects shall mean collectively the Mortgaged Real Estate and the
Mortgaged Chattel.

1.19 Mortgaged Real Estate shall mean the Land and Buildings over which the Real
Estate Mortgage has been created in favor of the Agent pursuant to this
Agreement.

1.20 Mortgaged Chattel shall mean the Equipment over which the Chattel Mortgage
has been created in favor of the Agent pursuant to this Agreement.

1.21 Appraisal Report (a) with regard to each drawdown, the Appraisal Report
shall mean the appraisal report on the Land and Buildings issued by China Credit
Information Service Ltd. on September 2, 2005; (b) with regard to the adjustment
of the insurance coverage, the Appraisal Report shall mean the appraisal report
on the Land and Building as of a later date issued by China Credit Information
Service Ltd. or other appraiser recognized by the Agent. Net Value shall mean
the net value after the deduction of the prevailing land inspection value and
depreciation as determined on the basis of the government posted current value,
from the appraised value of the objects described in the Appraisal Report.

1.22 Original Loan Agreements shall mean (i) the General Credit Agreement and
Respective Provisions Agreement between the Borrower and Chinatrust Commercial
Bank as well as the General Credit Agreement between the Borrower and Ta Chong
Commercial Bank dated August 12, 2005; 

5

and (ii) the other agreements entered into by and between the Borrower and
Chinatrust Commercial Bank as well as the Borrower and Ta Chong Commercial Bank
based on the credit agreements listed in (i). Original Facility shall mean the
facility arising out of the Original Loan Agreement.

1.23 Original Mortgage shall mean the first priority mortgage over the Land and
Buildings created by the Borrower in favor of Chinatrust Commercial Bank to
secure the Original Facility.

1.24 Assignment Agreement shall be as defined in Article 9.3 of this Agreement.

1.25 Note and Note Authorization shall be as defined in Article 8.1 of this
Agreement.

1.26 Guarantor shall mean the parent company of the Borrower in the United
States, which is a company organized and incorporated under the laws of the
State of Delaware, with address at 1900 South Price Road, Chandler, AZ 85248,
U.S.A.

1.27 Letter of Guarantee shall mean the Letter of Guarantee issued by the
Guarantor in such form and substance as specified in EXHIBIT 5 of this
Agreement.

1.28 Security Documents shall mean collectively the following and all documents
relevant to the following: Note, Note Authorization, Letter of Guarantee,
Mortgage Agreements, and Assignment Agreement.

1.29 Risk Sharing Ratio shall be as defined in Article 4.6.1 of this Agreement.

1.30 Event of Default shall mean an event listed in Article 10.1 of this
Agreement.

ARTICLE 2 FACILITY AMOUNT

2.1 Facility Amount and Purposes

The principal of the Total Facility Amount is [One Billion Eight Hundred and
Forty Million New Taiwan Dollars (NT$1,840,000,000)], for the purposes of
financing and refinancing the Borrower's Project.

2.2 Term of Facility, Period of Drawdown, and Terms of Repayment

2.2.1 The Facility under this Agreement is a term of five years from the date of
this Agreement.

6

2.2.2 The Facility Amount may be drawn down by installments but not on a
revolving basis.

2.2.3 The Facility Amount shall be fully drawn down within six (6) months of the
execution of this Agreement, if not, any balance of the Facility Amount will be
automatically cancelled upon the expiration of such six-month period and may no
longer be drawn once cancelled.

2.2.4 The outstanding principal of the Facility shall be repaid and decrease by
ten equal repayment installments semi-annually from the last day of the sixth
month after the execution of this Agreement (such last day being the day of the
first installment). In the last installment all outstanding amount due and
payable shall be paid in full. The date of such repayment installment is
hereinafter called the "Repayment Installment Date". If such date does not fall
on a Business Day, the payment may be made on the next succeeding Business Day,
provided the schedule regarding the other prescribed Repayment Installment Dates
will not be affected.

2.2.5 The Borrower is responsible for making timely payment as necessary in
accordance with the Repayment Installment Dates and amounts prescribed in this
Agreement, to cause the outstanding amount of the Facility drawn down pursuant
to this Agreement, to be repaid and decrease by installments in accordance with
the provisions governing its repayment installments.

2.2.6 No Facility Amount which has been repaid and decreased in accordance with
the preceding provisions may be drawn anymore. The Facility Amount advanced by
each Bank shall be repaid, satisfied and accordingly decrease by a ratio of each
Bank's outstanding claims under the Facility which has been drawn, to the sum of
all the Banks' outstanding claims under the Facility which has been drawn (Risk
Sharing Ratio). The accounts Agent shall determine the distribution on the basis
of its own reasonable judgment, without objection from the Borrower and any of
the Banks, if it is technically impossible for the indebtedness to be repaid,
satisfied and decrease entirely by the above-cited ratio.

2.3 Drawdown

The Borrower shall draw down the Facility Amount to be advanced by each Bank,
based on the Commitment Ratio of each Bank, provided the Agent shall determine
the distribution portion of such drawdown amount for which the Borrower applies
on the basis of its own reasonable judgment, without objection from the Borrower
and any of the Banks, if it is technically impossible to draw down the Facility
Amount entirely by the above-cited ratio.

2.4 Repayment and Decrease, and Cancellation, of Facility Amount

7

2.4.1 The Facility Amount under this Agreement shall be repaid and decrease, or
cancelled, in accordance with the applicable provisions of this Agreement.

2.4.2 Each Bank shall perform its relevant undertakings under this Agreement
based on its then valid Facility Amount and extend Loans to the Borrower
pursuant to the applicable provisions of this Agreement. Notwithstanding, a Bank
is not required to maintain or perform any undertaking under this Agreement if
it discovers prior to performing such undertaking that such maintenance or
performance will result in its violation of laws or regulations or if such Bank
is precluded by other applicable laws or regulations from maintaining or
performing the obligations under this Agreement (provided the Bank shall
immediately notify the Borrower and Agent). If the Bank discovers after
performing an undertaking that its maintenance of such undertaking constitutes
or will constitute a violation of law on its part, such Bank shall immediately
notify the Borrower and Agent with relevant documents sufficient to prove such
violation. The Borrower shall then make prepayment or try to relieve the Bank of
the relevant obligation(s) within sixty (60) Business Days of its receipt of the
notice from the Bank or a longer period permitted by laws and regulations for
cure. The Bank's Facility Amount shall immediately be cancelled or decrease to
the extent permitted by laws and regulations (no commitment fee is required for
any portion of the Facility Amount which the Borrower is precluded as a result
of the above from drawing, for the period of such preclusion). The Bank must
also make other arrangements for the Borrower for substitute financing under
terms comparable to those offered by this Agreement, if the violation of laws or
regulations mentioned above is attributable to the Bank. The Bank shall also
reimburse the Borrower for any additional funding costs (subject to relevant
supporting documents or evidence presented by the Borrower to substantiate its
claim of additional funding costs), if the Borrower needs to raise funds by
itself with costs higher than the financing costs under this Agreement as a
result of the Bank's failure to arrange for substitute financing in a timely
manner. However, the Bank shall still negotiate with the Borrower and to the
extent permissible by laws and regulations try as best as possible to arrange
for or assist the Borrower in obtaining other financing, if the above violation
of laws or regulations mentioned above is not attributable to the Bank, provided
neither the Agent nor the Bank is required to make any undertaking with respect
to whether such other financing may be procured or not.

2.4.3 No Facility Amount under this Agreement may be cancelled for convenience
absent the prior concurrence of all the Banks and the Borrower, unless otherwise
provided by this Agreement.

2.4.4 The Borrower may, on not less than thirty (30) days' prior written notice
to the Agent, request the Agent at any time prior to the Expiration Date of the
Drawdown Period to cancel in whole or in part the balance of the Facility
Amount, without premium or penalty, provided:

8

2.4.4.1 the amount to be cancelled each time shall be in the minimum amount of
Two Hundred Million New Taiwan Dollars (NT$200,000,000), and the excess of Two
Hundred Million New Taiwan Dollars (NT$200,000,000) shall be a multiple of Fifty
Million New Taiwan Dollars (NT$50,000,000) (unless the then entire balance of
the Facility Amount is shy of Two Hundred Million New Taiwan Dollars
(NT$200,000,000), in which case such full balance must be cancelled);

2.4.4.2 the Facility Amount that is allowed to be cancelled must not have been
actually drawn; and

2.4.4.3 the Borrower shall pay an indemnity to each Bank in a lump sum at the
rate of 0.15% with respect to any portion of the Facility Amount which the
Borrower cancels in violation of the above provisions.

2.4.5 No Facility Amount may be drawn once cancelled pursuant to this Agreement.
The Facility Amount of each Bank shall decrease by its Commitment Ratio upon
cancellation, provided the Agent shall determine the distribution on the basis
of its own reasonable judgment, without objection from the Borrower and any of
the Banks, if it is technically impossible for the Facility Amount of each Bank
to decrease entirely by the above-cited ratio.

2.4.6 Unless otherwise provided by this Agreement, the Borrower may, on not less
than thirty (30) days' prior written notice to the Agent, prepay in whole or in
part the outstanding Facility Amount drawn (Outstanding Loan), without premium
or penalty, provided:

2.4.6.1 each prepayment shall be in the minimum amount of One Hundred Million
New Taiwan Dollars (NT$100,000,000), and the excess of One Hundred Million New
Taiwan Dollars (NT$100,000,000) shall be a multiple of Fifty Million New Taiwan
Dollars (NT$50,000,000) (unless the then entire outstanding Facility Amount is
shy of One Hundred Million New Taiwan Dollars (NT$100,000,000), in which case
such full outstanding amount must be prepaid);

2.4.6.2 prepayment may be made only on the Interest Payment Date;

2.4.6.3 prepayment must be made together with payment in full of all outstanding
interest and other sums associated with such prepayment which are then payable;
and

2.4.6.4 the Borrower shall bear all losses in fund operation and interest rate
differential as suffered by each Bank from the Borrower's prepayment (subject to
relevant supporting documents or evidence presented by each Bank to substantiate
its claim of losses and costs).

2.4.7 Prepayments of Loans shall be applied against repayment installments of
Loans in inverse order of maturity (i.e., in principle the last Loan to mature
shall be first prepaid).

9

2.4.8 No Facility Amount may be reborrowed once prepaid pursuant to this
Agreement. The Facility Amount of each Bank shall decrease by a ratio of the
Bank's outstanding claims under the Facility which has been drawn, to the sum of
all the Banks' outstanding claims under the Facility which has been drawn (Risk
Sharing Ratio). Notwithstanding, the Agent shall determine the distribution on
the basis of its own reasonable judgment, without objection from the Borrower
and any of the Banks, if it is technically impossible for the Facility Amount of
each Bank to decrease entirely by the above-cited ratio.

ARTICLE 3 LOAN

3.1 Commitment

3.1.1 Subject to the Borrower having complied with the conditions precedent set
out in this Agreement, the Borrower may, within the Drawdown Period, draw a Loan
to the extent valid, in New Taiwan Dollars, pursuant to this Agreement.

3.1.2 The Facility Amount may be drawn down by installments within the Drawdown
Period, but not on a revolving basis.

3.1.3 Each Bank agrees to advance Loans under the Facility Amount to the
Borrower pursuant to this Agreement.

3.1.4 Unless otherwise agreed by the Agent, the amount to be drawn by the
Borrower each time shall be in the minimum amount of Two Hundred Million New
Taiwan Dollars (NT$200,000,000), and the excess of Two Hundred Million New
Taiwan Dollars (NT$200,000,000) shall be a multiple of Fifty Million New Taiwan
Dollars (NT$50,000,000), provided, however, that the amount to be drawn shall be
the then entire balance of the Facility Amount if the such balance is shy of the
minimum amount to the drawn, unless otherwise provided by the Agreement.

3.2 Drawdowns

3.2.1 Subject to the Borrower having totally complied with or performed the
conditions precedent to drawdown as set out in this Agreement, the Borrower may
at any time request, in the form of EXHIBIT 1 hereto ("Drawdown Request"), a
drawdown of a Loan hereunder from the Agent, in accordance with the terms and
conditions and also schedule set out in this Agreement, unless otherwise
provided by the Agreement. Each Bank shall, to the extent of its Facility
Amount, 

10

advance payment to the Borrower by its Commitment Ratio, in the event of a
request for drawdown by the Borrower, provided its obligation to advance Loans
hereunder is contingent upon none of the following circumstances having occurred
to the request for drawdown: (a) the time or duration of the drawdown does not
conform to this Agreement; (b) the drawdown is in an amount which would cause
the Loans outstanding under the Facility to exceed the then valid Total Facility
Amount, or the advances outstanding hereunder of each Bank to exceed its
Facility Amount; (c) the amount of the drawdown will exceed the secured debt
value or commitment restriction prescribed by this Agreement; (d) the drawdown
otherwise does not conform to the other requirements provided for in Article 6
of this Agreement.

3.2.2 Provided that the conditions described above have been met with respect to
the requested drawdown, the Agent shall immediately accept the Drawdown Request
of the Borrower on behalf of the Banks. Each Drawdown Request, once accepted by
the Agent, shall be irrevocable and binding on the Borrower. The Borrower shall
reimburse the Banks, at any time upon the Agent's demand, for any costs and
losses incurred by the Banks in the event that the Borrower subsequently fails
to continue to maintain the relevant conditions precedent to its drawdown or
satisfy other conditions precedent to such drawdown to the extent that the
amount of drawdown it has requested cannot be advanced in whole or in part
(subject to relevant calculations or documentary evidence presented by the
Bank(s) claiming such losses and costs).

3.2.3 Upon its receipt of a Drawdown Request from the Borrower, the Agent shall
request each Bank by a written notice at least one Business Day prior to the
Drawdown Date specified in the Drawdown Request, to advance payment according to
the Agent's distribution, stating the date on which each Bank is to make
available its Loan and the amount to be advanced by each Bank pursuant to the
Drawdown Request. Each Bank shall, pursuant to such notice and this Agreement,
make available its advance in immediately available funds not later than 12 a.m.
on the Drawdown Date specified in the Drawdown Request, to the account
designated by the Agent. The Agent supposedly may assume that each Bank is
capable of advancing payment pursuant to the Agreement and, on the basis of such
assumption, may further, but is not obligated to, make available the funds to
the Borrower on schedule, unless the Agent has received a written notice from
any of the Banks prior to the Drawdown Date stating that the Bank is unable to
advance the Loan by its Commitment Ratio. Notwithstanding, the Agent is under no
obligation to make available or advance any sum to the Borrower on behalf of the
Banks, until the Agent actually receives the payment made available by the Banks
pursuant to the Agreement. If the Agent makes available to the Borrower the
amount of any advance to be made by any Bank which such Bank fails to make
available to the Agent pursuant to the Agreement, the Borrower shall at any time
upon the Agent's demand refund such amount to the Agent together with daily
interest at the highest overnight loan rate posted on Reuters' PIBC page after
the close of business each day, for the period from the Drawdown Date to the
date of the Agent's actual receipt of the refund.

11

3.2.4 Failure by any Bank to make available its advances pursuant to the
Agreement shall not relieve the other Banks of their undertakings to make
advances pursuant to the Agreement and shall not relieve the Borrower of its
obligations under this Agreement, but, in no event, no other Bank or the Agent
shall be liable for the default of the defaulting Bank. Any Bank which fails to
make Borrower to substantiate its claim of losses and costs). The Borrower is
not required to pay any commitment fee with respect to the amount not yet drawn
as a result of any Bank's failure to make available funds pursuant to the
Agreement.

ARTICLE 4 FEES, TERMS OF PAYMENT AND GUARANTEE OF PROCEEDS

4.1 Commitment Fee

4.1.1 A commitment fee of 0.2% per annum is payable to each Bank on the actual
undrawn amount each day from the date of this Agreement to the Expiration Date
of the Drawdown Period, calculated on the basis of a year of Three Hundred
Sixty-Five (365) days and actual number of days elapsed. The Borrower shall pay
such fee in a lump sum on the Expiration Date of the Drawdown Period, in the
form of immediately available funds in New Taiwan Dollars, to the Agent, for
distribution and forwarding by the Agent to the Banks pursuant to the applicable
provisions of this Agreement.

4.1.2 The business tax and stamp duty arising out of the above commitment fee
shall be borne by the Banks.

4.2 Loan Interest

4.2.1 The Borrower shall, on each Interest Payment Date, pay the Agent interest
at the applicable Interest Rate, calculated on the basis of a year of Three
Hundred Sixty-Five (365) days and actual number of days elapsed, on the then
outstanding principal amount of each Loan extended by each Bank. The Borrower
shall still pay the principal together with the relevant interest in full even
if the date the Borrower repays the principal pursuant to the Agreement
(Repayment Installment Date) is not an Interest Payment Date. The Agent will
notify each Bank and the Borrower of the Interest Rate of a Loan on the date
each Loan is drawn down and thereafter upon the commencement of each Interest
Period, after consulting the relevant units. If there is any variation of the
Reference Interest Rate, the Interest Rate will not be adjusted until the
commencement date of the next Interest Period.

12

4.2.2 The Borrower shall pay interest on schedule for each Interest Period from
the Initial Drawdown Date. The last day of each Interest Period shall be the
Interest Payment Date. The Agent will calculate interest at the applicable
Interest Rate by the actual duration of the Loan and notify the Borrower of such
interest. The Borrower shall pay interest to the Agent in immediately available
funds in New Taiwan Dollars on each Interest Payment Date, for distribution and
forwarding by the Agent to the Banks pursuant to the applicable provisions of
this Agreement.

4.2.3 The business tax and stamp duty arising out of the above interest shall be
borne by the Borrower.

4.2.4 The Borrower hereby agrees enterprises engaged in banking are still
required by the applicable provisions of the Value-Added and Non-Value-Added
Business Tax Law to allocate 3% of their sales for writing off overdue loans or
setting aside allowances for bad debts, notwithstanding the prescription by such
law of a 2% business tax rate for the bank industry. Thus, the business tax
which the Borrower shall bear pursuant to this Agreement remains payable at the
rate of 5%. In the event of a change to the business tax rate in the future, the
new rate shall apply, provided the portion associated with the required
allowances for bad debts shall still be borne by the Borrower as long as the
requirement for such allowances to be set aside by enterprises engaged in
banking exists.

4.3 Other Payments

The Borrower shall pay the Coordinating Arrangers and Agent all fees associated
with the Coordinating Arrangers' formation of the Banks and the Agent's
management of all affairs pertaining to this Agreement. The contents will be
determined through agreement by the Borrower with the Coordinating Arrangers and
Agent.

4.4 Terms of Payment and Compensatory Interest

4.4.1 The Borrower shall pay, pursuant to the applicable provisions of this
Agreement, all sums which it is required by this Agreement or related documents
to pay, in immediately available funds in New Taiwan Dollars, before 12 noon on
the due date, according to the type and nature of its indebtedness, such as
principal, interest or fee. All interest rates or rates under this Agreement
will be rounded up to the nearest fourth decimal, and interests or fees will be
rounded up to the New Taiwan Dollar.

4.4.2 If the Borrower or Guarantor makes payment in a currency other than New
Taiwan Dollars or (for whatever reason) the repayment actually received by the
Agent or Banks is in a currency other than New Taiwan Dollars, the
above-mentioned payment or repayment will not be deemed paid pursuant to the
Agreement and will not relieve the Borrower or Guarantor of its liability unless
such 

13

other currency has been fully converted into New Taiwan Dollars and the
converted New Taiwan Dollars have been remitted to the account or place
designated by the Agent; the Borrower or Guarantor shall further assume the
relevant foreign exchange risk. The Borrower or Guarantor shall also be
responsible for securing in a timely fashion all approvals, including foreign
exchange approvals, necessary for making all relevant payments in New Taiwan
Dollars, and shall make no defense based on its default on payment pursuant to
the Agreement due to its failure to secure the relevant approvals. If the Agent
or a Bank is required to calculate its claims in a currency other than New
Taiwan Dollars for the purposes of exercising its rights, the Borrower or
Guarantor shall be responsible for any shortfall and the Agent, and the Bank are
further entitled to claim against the Borrower or Guarantor, if the amount after
conversion into New Taiwan dollars is actually shy of the amount payable to the
Agent or Bank.

4.4.3 Any sum payable may be paid on the next succeeding Business Day if the due
date thereof is not a Business Day, unless such next succeeding Business Day
falls in another calendar month, in which case the payment shall be made on the
immediately preceding Business Day (and interest payable on such sum if such sum
is principal, will be payable for the actual number of days elapsed).

4.4.4 If any of the above payments is not paid on schedule when payable, the
Borrower shall make immediate payment pursuant to the Agreement along with
interest to each Bank and/or the Agent at the Compensatory Interest Rate,
calculated on the basis of a year of Three Hundred Sixty-Five (365) days and
actual number of days elapsed, on the outstanding sum, for the period from the
due date to the date of actual receipt by each Bank and/or the Agent of the
payment. However, if the outstanding sum is interest, the default interest will
be 10% and 20% of the sum overdue for not more than six (6) months and in excess
of six (6) months respectively. The Agent may determine the amount of such
payment based on its calculation from time to time and notify the determined
amount to the Borrower. Within three (3) days after receiving the
above-mentioned notice from the Agent, the Borrower shall immediately make the
payment to the Agent for forwarding by the Agent to the Banks pursuant to the
applicable provisions of this Agreement.

4.4.5 Unless otherwise provided by this Agreement, no other payment payable by
the Borrower under this Agreement will carry the effect of repayment unless paid
by the Agent to each Bank in accordance with this Agreement or other relevant
contracts. The Agent shall distribute and forward the above payments to each
Bank upon its receipt of such payments, save payments to be collected solely by
the Coordinating Arrangers or the Agent, provided each Bank shall issue a
receipt or proof and directly send the same to the Borrower with respect to each
payment collected by the Bank.

4.5 Cost Increase, Taxes and Change of Law

14

4.5.1 In the event a change in laws or regulations or in the interpretation of
laws or regulations by the competent authority, or a direction or requirement of
the competent authority, results in: (a) a change in the rate or tax base of the
taxes payable by the Banks on the transaction contemplated under this Agreement
or on the payments payable by the Borrower to the Banks pursuant to this
Agreement (except changes in the mandatory tax rate imposed on the net income of
the Banks by the R.O.C. government or the jurisdiction of the incorporation of
the Banks); (b) an increase or change in the Facility, or an application of any
reserve, special deposit or similar regulations to the Facility; or (c) an
increase in the costs for the Banks or Agent to perform or maintain
undertakings, or a decease in the amounts otherwise receivable by the Banks or
Agent under this Agreement, to the extent that the Majority Banks or Agent deems
material, then the Borrower shall, upon demand by the Banks or Agent, pay within
ten (10) days or before the deadline mutually agreed by the Agent and the
Borrower, the additional sums to the Banks or Agent as indemnity for the
increase in costs or decease in revenue to the Banks or Agent. The impact of the
above change of law shall be based upon relevant documentary evidence presented
by the affected Bank(s) or Agent of the increase in costs or decrease in
revenue. Notwithstanding the above, the Borrower may, on not less than fifteen
(15) days' prior written notice to the Agent, prepay in whole (but not in part)
the outstanding Facility Amount drawn (outstanding Loan) and is not subject to
fees, penalties or any obligations under Article 2.4.6 (a), and (b), but is
still subject to Article 2.4.6 (d) if the Borrower prepays the outstanding
Facility Amount drawn without giving no less than thirty (30) days' prior
written notice.

4.5.2 The Borrower shall neither make any withholdings or deductions off any
payment which it pays pursuant to this Agreement, nor offset any payment which
it pays pursuant to this Agreement against the indebtedness to any Bank. In
addition to taxes which the Banks or Agent is required by the above provision to
bear, if the Borrower shall be required by law to make any such withholding from
any payment under this Agreement, the sum payable by the Borrower shall be
increased so that after all required withholdings, including additional
withholdings in response to the increase in the sum paid under this
subparagraph, the Banks and Agent receive an amount equal to the sum they would
have received had no such withholdings been made.

4.5.3 All other present and future taxes and fees payable or incurred from the
execution or registration of this Agreement, Security Documents or other related
documents shall be borne by the Borrower, unless otherwise expressly provided by
this Agreement. If the Banks or Agent pays such taxes on the Borrower's behalf,
the Borrower shall reimburse the exact amount within ten (10) days or before the
deadline mutually agreed by the Agent and the Borrower after receipt of
notification, or it shall pay interest at the Compensatory Interest Rate for the
period from the date the Banks or Agent gives the above-mentioned notification
to the Borrower to the date the Borrower actually pays full reimbursement.

15

4.6 Application of Payments

4.6.1 Any sums received by the Agent from its exercise of rights pursuant to
this Agreement, Letter of guarantee, Mortgage Agreements, Security Documents and
all other associated documents shall be applied in the following order of
priority: (a) first, to all expenses and fees, including a facility fee payable
to the Agent, incurred by the Agent from its exercise of rights pursuant to this
Agreement, Letter of guarantee, Mortgage Agreements, Security Documents and all
other associated documents, which expenses and fees have been reimbursed by
neither the Borrower nor any Bank; (b) then to all outstanding fees and
interests, including interests or default interests to be calculated at the
Compensatory Interest Rate, payable by the Borrower to the Agent and the Banks
under this Agreement; (c) then to distribution to each Bank pursuant to the
applicable provisions of this Agreement (or to the decision of the Agent in the
absence of an express agreement), by the Agent on the basis of the nature of
each sum received, by a ratio of each Bank's outstanding claims under the
Facility which has been drawn, to the sum of all the Banks' outstanding claims
under the Facility which has been drawn (Risk Sharing Ratio).

4.6.2 Unless otherwise provided by this Agreement, the Agent shall forward to
the Banks pursuant to the Agreement all sums received from the Borrower that
shall be forwarded to the Banks, upon actual receipt of such sums, for the Banks
to apply towards the indebtedness due from the Borrower to the Banks in the
order of priority prescribed by this Agreement or laws and regulations. In the
event that the sums mentioned above are insufficient to pay all sums in a
specific category to the relevant Banks in the same order of priority, the Agent
shall distribute such sums to each Banks pro-rata to the claims to which each
Bank is entitled under such category (Risk Sharing Ratio).

4.7 Facility Records

The Agent shall maintain records relevant to the Facility, documenting the
drawdowns of the Facility Amount by the Borrower and the payments made by the
Borrower and Guarantor to each of the Banks. Details of the outstanding sums due
from the Borrower under this Agreement shall be as documented in the Agent's
records above, unless the Borrower can present specific evidence of manifest
errors in such records. Whether the records are compiled by the computer or
manually, unless the contents are wrong and must be corrected, the Borrower
agrees to acknowledge the entire contents of the records. The Borrower further
agrees to issue a new negotiable instrument or certificate of claims to the
Agent according to the Agent's records if any negotiable instrument or other
certificate of claims provided by the Borrower to the Agent pursuant to the
Agreement is lost, damaged or destroyed. The Borrower shall further lend its
unconditional support at all times in the event the Agent is required by laws or
regulations to report loss and proceed with other relevant formalities due to
the loss, damage or destruction of any negotiable instrument or other
certificate of claims.

16

ARTICLE 5 INTERESTED PARTIES

5.1 Several Obligations of the Banks

The relevant obligations of the Banks under this Agreement are all independent
and several of one another. Each Bank shall perform its own undertaking to
extend facilities in accordance with this Agreement. No action or inaction on
the part of any Bank will result in any right or obligation on the part of
another Bank. The Banks are not jointly liable with one another for the
obligations under this Agreement.

5.2 Joint and Several Claims of the Banks

5.2.1 All claims of a Bank and the Agent under this Agreement and the relevant
contracts against the Borrower, Guarantor and relevant obligors are joint and
several claims under Article 283 of the Civil Code, notwithstanding the several
and independent obligations of the Banks to perform their respective
undertakings to the Borrower pursuant to this Agreement to the extent of their
respective Facility Amounts. Any of the Banks and the Agent are entitled by law
to claim performance in whole or in part of the above claims against the
Borrower, Guarantor and relevant obligors, provided all the Banks and the Agent
agree to share their rights and interests and exercise their rights under this
Agreement, in accordance with the applicable provisions of this Agreement. (In
other words, except in their exercise of the right to set-off under this
Agreement, no Bank may take any action with respect to any matter under this
Agreement absent the written concurrence of the Majority Banks, or perform any
action or inaction that conflicts or is inconsistent with the decisions of the
Majority Banks.)

5.2.2 The Borrower, Banks and Agent all agree that the Agent shall be payee of
the Notes issued by the Borrower pursuant to this Agreement, and also the
mortgagee, assignee or security right holder entitled to hold, control, manage
and exercise in the capacity of a joint and several creditor pursuant to this
Agreement, the Mortgage Rights, Assignment Agreement, Letter of Guarantee and
other warranties provided by the Borrower pursuant to this Agreement, and to
further share the above interests with the Banks in accordance with this
Agreement in the Agent's capacity of a joint and several creditor.

5.2.3 Each of the Banks and the Agent shall, pursuant to this Agreement, share
the risks as well as the security interests under the Facility by the Risk
Sharing Ratio applicable to each Bank.

17

ARTICLE 6 CONDITIONS PRECEDENT TO DRAWDOWN

6.1 Initial Drawdown

The Borrower's initial drawdown of the Facility Amount under this Agreement is
subject to the conditions precedent that at least seven (7) Business Days prior
to the requested date for such drawdown the Agent shall have received all of the
following documents in form and substance satisfactory to the Agent:

6.1.1 Evidence, including, without limitation, resolutions and minutes of board
of directors' meetings that the Borrower has completed all necessary internal
corporate acts and is authorized to enter into, deliver and perform this
Agreement, the Security Documents and other associated contracts or documents;
and evidence that the person signing this Agreement, the Security Documents and
other associated contracts or documents on behalf of the Borrower has been duly
authorized by the Borrower;

6.1.2 The Borrower's Articles of Incorporation, business license and amended
incorporation registration form, including roster of directors and supervisors;

6.1.3 Letter of guarantee issued by the Guarantor in form and substance
consistent with EXHIBIT 5 of this Agreement;

6.1.4 The Guarantor's incorporation registration documents and resolutions and
minutes of board of directors' meetings, that the Guarantor has completed all
necessary corporate acts and is authorized to enter into, deliver and perform
the Letter of guarantee and evidence that the person signing the Letter of
guarantee on behalf of the Guarantor has been duly authorized by the Guarantor;

6.1.5 Evidence that the Guarantor has designated a service agent in accordance
with the Letter of Guarantee.

6.1.6 Evidence that the Guarantor and other shareholder of the Borrower has
increased its cash investment in the Borrower by not less than Two Hundred
Million New Taiwan Dollars (NT$200,000,000) and caused the Borrower to complete
capital increase by cash, raising the Borrower's paid-in capital to Seven
Billion One Hundred Eighty-Nine Million Three Hundred and Eight Thousand Four
Hundred and Ninety New Taiwan Dollars (NT$5,389,308,490);

6.1.7 Assignment Agreement duly executed by the Borrower in accordance with this
Agreement;

18

6.1.8 Note and Note Authorization issued by the Borrower in accordance with this
Agreement;

6.1.9 Favorable written legal opinions of the Banks' counsel on legal matters
relevant to the Facility under the laws of the Republic of China, New York State
and Delaware State; and

6.2 Each Drawdown

With respect to each drawdown, including the initial drawdown, of the Facility
Amount by the Borrower, the obligations of the Banks to perform their
undertakings pursuant to this Agreement are subject to the following conditions
precedent (photocopies presented must have been certified by the document
provider as true, accurate and complete copies):

6.2.1 The Agent shall have received the following documents at least five (5)
Business Days prior to the requested date for each drawdown by the Borrower (or
seven (7) Business Days prior to the requested date for initial drawdown):

6.2.1.1 The Drawdown Request submitted by the Borrower in accordance with this
Agreement;

6.2.1.2 The Borrower shall submit the following if it desires to draw the
Facility Amount with the Land and Buildings as collateral:

6.2.1.2.1 Appraisal Report obtained by the Borrower with respect to the Land and
Buildings;

6.2.1.2.2 Evidence that with respect to the Original Mortgage over the Land and
Buildings, the Borrower has entered into a Real Estate Mortgage Agreement (and
Supplement) in the form and content indicated in EXHIBIT 6 hereto with
Chinatrust Commercial Bank as well as duly executed other relevant documents
required by the Agent, and has completed the registration of the amendments to
the mortgage registration amount, security scope, and valid term in connection
with the mortgage over the Land and Buildings pursuant to the above-mentioned
Real Estate Mortgage Agreement (and Supplement) and relevant documents.

6.2.1.2.3 Evidence that the amount of drawdown requested by the Borrower is not
less than the outstanding amount of the Original Facility and such drawdown will
first be used to fully repay the outstanding amount of the Original Facility.

6.2.1.2.3 Evidence that the Borrower has, with respect to the Factory Buildings,
duly arranged insurances pursuant to this Agreement (the insured amount and
coverage shall conform to this Agreement); assigned all rights and interests in
the insurances to the Agent pursuant to the

19

Assignment Agreement, naming the Agent as the loss payee of such insurances on a
priority basis; and obtained the relevant undertakings from the insurance
company and delivered the same to the Agent.

6.2.1.3 The Borrower shall submit the following if it desires to draw the
Facility Amount with the Equipment as collateral:

6.2.1.3.1 Evidence of drawdown of the particular Loan to obtain funds for
financing the Borrower's purchase of the Equipment, including invoices, details
of the equipment, import declaration, auditor's report issued by a CPA, or other
relevant supporting documents demanded or recognized by the Agent, collectively
called "Evidence of Drawdown"), which evidence is dated not more than twelve
(12) months of the requested Drawdown Date;

6.2.1.3.2 Evidence that the Equipment has been installed and the Borrower has,
pursuant to the applicable provisions of this Agreement, duly executed a Chattel
Mortgage Agreement and created a first priority Chattel Mortgage capped at 145%
of the amount drawn on such occasion in favor of the Agent with respect to the
Equipment; and

6.2.1.3.3 Evidence that the Borrower has, with respect to the Equipment, duly
arranged insurances pursuant to this Agreement (the insured amount and coverage
shall conform to this Agreement); assigned all rights and interests in the
insurances to the Agent pursuant to the Assignment Agreement, naming the Agent
as the sole loss payee of such insurances on a priority basis; and obtained the
relevant undertakings from the insurance company and delivered the same to the
Agent.

6.2.2 Up until each Drawdown Date, (a) no Event of Default described in this
Agreement or no possible Event of Default due to a lapse of time has occurred;
(b) the representations and warranties made by the Borrower in this Agreement
are all true and accurate; (c) the Borrower has fully paid all costs and sums
required by this Agreement to be paid by the Borrower to each Bank; and (d) no
event entitling the Banks to disrupt funding under the Facility Amount pursuant
to this Agreement has occurred.

6.3 Restrictions on Commitment

The amount of Loan which the Borrower is to actually draw shall be limited as
follows ("Secured Debt Value"):

20

6.3.1 The amount of Loan to be drawn by the Borrower with the Equipment as
collateral is capped at 70% of the purchase price of the Equipment as specified
on the Evidence of Drawdown after depreciation. For the purpose of such
calculation:

DEPRECIATION = PURCHASE PRICE SPECIFIED ON THE EVIDENCE OF DRAWDOWN 
DIVIDED BY 5 (YEARS) X   

NUMBER OF MONTHS FROM THE DATE OF THE EVIDENCE OF DRAWDOWN TO THE DRAWDOWN DATE

6.3.2 The amount of Loan to be drawn by the Borrower with the Land and Buildings
as collateral is capped at 70% of the Net Value.

6.3.3 The entire Loan amount to be drawn by the Borrower is capped at the sum of
the amounts in Articles 6.3.1 and 6.3.2.

6.3.4 Any conversion of currencies involved in the calculation of the amounts
above shall be made on the basis of the exchange rate specified in the relevant
import declaration.

ARTICLE 7 BORROWER'S REPRESENTATIONS AND WARRANTIES

The Borrower hereby represents and warrants as follows:

7.1 The Borrower is a duly incorporated and legally existing company under the
laws of the Republic of China with all lawful power and authority to own its
assets and conduct its business.

7.2 The Borrower has obtained all necessary authorizations in accordance with
the company's internal procedure to execute, deliver and perform this Agreement,
the Mortgage Agreements, Security Documents and all other documents relevant to
this Agreement.

7.3 The execution, delivery and performance by the Borrower of this Agreement,
the Mortgage Agreements, Security Documents and all other relevant documents do
not violate any law or regulation, the Articles of Incorporation or other
internal rules of the Borrower, have no material adverse effect on the
obligations of the Borrower under any other material contract, and do not result
in a breach by the Borrower of any other material contract.

7.4 This Agreement, the Mortgage Agreements, Security Documents and all other
documents relevant to this Agreement constitute legal, valid and binding
obligations of the Borrower.

7.5 All Mortgaged Objects are legally registered properties of the Borrower. The
Borrower is entitled and empowered to dispose of such properties. Ownership of
any building or work structure within the Mortgaged Objects which has not been
registered ("Unregistered Building") is also vested in the Borrower. The above
objects are currently being used by the Borrower, without being leased 

21

to others. Except to the Original Mortgage (the outstanding loan secured by the
Original Mortgage shall be fully repaid after the Borrower requests the drawdown
secured by the Land and Buildings) and unless otherwise agreed in this
Agreement, neither the Land and Buildings nor the Equipment are subject to any
lien in favor of another person, nor has the Borrower undertaken to another
person to create any security interest or charge over, or otherwise disposed of,
the Land and Buildings or the Equipment.

7.6 The Borrower has procured all approvals, permits, licenses required for the
operation of its current business and implementation of the Project pursuant to
the applicable laws and regulations, including, without limitation, approvals,
permits, licenses in connection with environmental protection, pollution
control, treatment of waste etc. Such approvals, permits, licenses all continue
to be in force and effect. Nothing occurs with respect to the Borrower which may
result in a revocation of the above approvals, permits, licenses by the
competent authority which will cause an adverse effect on the business and
financial condition of the Borrower.

7.7 All statements and information in connection with the Facility, Borrower,
Equipment, major shareholders of the Borrower, as contained in the Syndicated
Loan Statement ("Statement") furnished by the Borrower to the Coordinating
Arrangers with respect to the Facility, a copy of which was forwarded by the
Coordinating Arrangers to each Bank in September 2005, and other reporting
information provided by the Borrower before the execution of this Agreement
appropriately reflect the Borrower's condition. The Borrower has not omitted any
material fact necessary to make the statements contained herein, when taken as a
whole misleading. Notwithstanding, the Borrower's financial projections and
explanations, current market condition and prospects, and all relevant opinions
are compiled on the basis of facts understood by the Borrower and reasonable
judgment of the Borrower. Therefore, the actual results therefrom may be
different from the proposed results. The representations and warranties made by
the Borrower under this Article 7.7 are true and correct as of the date of this
Agreement.

7.8 Except as disclosed in the financial statements or otherwise in writing by
the Borrower to each Bank, there is no suit, non-litigious proceeding,
arbitration, enforcement, administrative dispute proceeding or other contention
involving the Borrower which is reasonably expected to have or will have a
material adverse effect on the Borrower or the Facility or may impair the
exercise or performance of any relevant rights or obligations under this
Agreement by the Borrower.

7.9 There is no Event of Default by the Borrower and neither this Agreement nor
the Facility will result in a possible Event of Default to the Borrower and it
is not in default of any other contract where such default may have a material
adverse effect on the Facility or the business or financial condition of the
Borrower.

22

7.10 There is no petition by or against the Borrower for windup, dissolution and
liquidation, bankruptcy, corporation reorganization, relief or other similar
legal proceeding; nor is any of the above-mentioned proceedings underway or
pending with respect to the Borrower.

7.11 Unless otherwise expounded by the Borrower in the financial statements
furnished to the Agent, or otherwise advised by the Borrower to the Banks and
Agent in writing prior to the execution of this Agreement, the claims of each
Bank against the Borrower under this Agreement rank at least pari passu in
priority of payment with all unpreferred or unsecured claims of any other person
against the Borrower (except for claims mandatory preferred by law); provided,
that the Agent in its capacity of a joint and several creditor and acting for
the benefits of the Banks shall, at all times, from and after registration of
the Mortgages contemplated by this Agreement, have a first priority security
interest over the Land and Buildings and Equipment.

7.12 The CPA audited financial statements of the Borrower as at and for the
period ended December 31, 2004 and the financial statements prepared by the
Borrower but not audited by the CPA as at and for the period ended September 30,
2005, copies of which have been delivered to the Agent and each Bank, are
correct in all material respects and have been prepared in accordance with
generally accepted R.O.C. accounting principles and fairly present the financial
condition and operations of the Borrower as of the date thereof and for the
period then ended all in accordance with generally accepted R.O.C. accounting
principles consistently applied. There are no material liabilities of the
Borrower as of the date of such financial statements that are not reflected
therein or in the notes thereto, except as otherwise disclosed by the Borrower
to the Banks and the Agent in writing. The representations and warranties made
by the Borrower under this Article 7.12 are true and correct as of the date of
this Agreement.

ARTICLE 8 BORROWER'S UNDERTAKINGS

In addition to other undertakings made by the Borrower under this Agreement, the
Borrower undertakes and agrees that as of the date of this Agreement and until
such time that each and all of its liabilities and obligations under this
Agreement, the Security Documents, and all other relevant agreements and
documents have been fully discharged and performed, it shall duly perform the
following obligations:

8.1 Upon executing this Agreement and prior to the initial Drawdown, the
Borrower shall issue a Note stipulating the Agent as the beneficiary and the
Total Facility Amount as the face value, with the expiry date being left blank
(the format and contents shall be as set out in EXHIBIT 2, hereafter the

23

"Note"). The Borrower shall also issue a note authorization (the format and
contents shall be as set out in EXHIBIT 3, hereafter the "Note Authorization").
The Note and the Note Authorization shall be delivered to the Agent for
safekeeping, and the Borrower unconditionally and irrevocably authorizes the
Agent to insert the expiry date, interest rate (being the Compensatory Interest
Rate) and the commencement date of the interest period in accordance with
relevant provisions of this Agreement in the event of the occurrence of an Event
of Default, and to exercise all rights under the Note. As of the Note issue
date, a new Note shall be issued in the same format and with the same contents
but the face amount of the such new Note may be decreased to the amount
equivalent to the Outstanding Loan at least once every two (2) years. The Agent
and the Banks agree that the said Note and the Note Authorization shall be
immediately and unconditionally returned to the Borrower when the Borrower has
discharged all relevant liabilities under this Agreement and other relevant
agreements.

8.2 The Borrower shall at all times: (a) maintain the existence, nature of
business and scope of business of its company or other reasonable extended
business within the scope of this Agreement, and maintain approvals, licenses
and permits required to be obtained and maintained for the purposes of operating
the said business and performing matters stipulated in this Agreement on a
timely basis except where the Borrower's failure to maintain such approvals,
licenses, and permits would not have adverse effects on the business or
financial condition of the Borrower; (b) comply with all laws, regulations and
requirements issued by all government authorities with jurisdiction over such
matters (including but not limited to requirements relating to environmental
protection, pollution prevention and disposal of waste products) except where
the Borrower's failure to comply with laws, regulations and requirements would
not have adverse effects on the business or financial condition of the Borrower;
(c) prepare and keep appropriate accounting records; and (d) make timely
payments of all taxes and regulatory fees payable in relation to the Borrower's
company income or assets, except where such payments are contested by the
Borrower though administrative remedy procedures in accordance with relevant
laws and regulations and prepare sufficient reserves pursuant to the ROC GAAP;
and (e) use its reasonable efforts to maintain the Project and all related
facilities at all times.

8.3 The Borrower shall ensure at all times that its liabilities under this
Agreement and the Security Documents shall enjoy at least the same claims
ranking as any other unsecured liabilities of the Borrower (except those
liabilities that enjoy a higher claims ranking according to law). In addition,
after the Borrower has duly registered the relevant Mortgages in respect of the
Mortgaged Objects or assigned the relevant rights or interests in accordance
with the various Security Documents, the Agent (in its capacity of a joint and
several creditor for the common interest of all Banks) shall enjoy a priority
right of claim in respect of the said objects in accordance with this Agreement,
and the Agent may share such interests with each Bank in accordance with the
provisions of this Agreement.

24

8.4 The Borrower shall grant a Mortgage over the Land and Buildings and the
Equipment in favor of the Agent in accordance with relevant provisions of this
Agreement, and shall assign the relevant rights and benefits of insurance claims
over such Mortgaged Objects to the Agent in accordance with the Assignment
Agreement. The Borrower shall also ensure that the said warranted rights are in
compliance with the requirements of this Agreement at all times during the valid
period of this Agreement. In order to ensure the completeness and validity of
the said warranted rights, the Borrower shall execute all other necessary
documents and perform all other necessary acts that should be issued according
to law or generally applicable customs of the banking industry from time to
time, upon the reasonable request of the Agent.

8.5 In the event of any of the following, the Borrower shall promptly notify the
Agent in writing and explain the measures that it has adopted (which shall not
affect any rights that the Agent or a Bank may exercise under this Agreement):
(a) A dispute arises in relation to the Land and Buildings or the Equipment; (b)
A license or approval obtained by the Borrower and necessary for the Project or
its business operations has expired or is cancelled; (c) There is a substantive
material change to the business, operations, management, personnel structure,
finances or principal assets of the Borrower; (d) The Borrower has newly
incurred any mid- or long-term liabilities, except shareholder loans granted by
the Guarantor, in excess of the amount of Two Hundred Million New Taiwan Dollars
(NTD200,000,000) or the equivalent in any foreign currency; (e) The Borrower is
involved in any currently pending litigious or non-litigious action,
arbitration, compulsory execution, judicial or administrative investigation,
dispute or any other similar proceedings to be heard by a court, arbitration
tribunal, taxation authority or any other governmental authority, and the
monetary amount of its involvement is Two Hundred Million New Taiwan Dollars
(NTD200,000,000) or more, or the equivalent in any foreign currency; (f) An
insurance event occurs in respect of a Mortgaged Object; or (g) An Event of
Default occurs.

8.6 During the valid period of this Facility and until such time that the
Borrower has completely discharged all liabilities occurring under this
Agreement, the Borrower may not engage in any of the following acts except with
the prior written consent of the Majority Banks: (a) Sell, assign, lend, lease,
remove, reconstruct, encumber, mortgage or in any other way dispose of all or
part of the Mortgaged Objects (irrespective of whether such mortgages have been
duly registered) (this does not apply to an act under Article 9.2.5 of this
Agreement), or engage in any other act that will reduce the value of the
Mortgaged Objects, or remove the Mortgaged Objects to a location other than that
stipulated in the Chattel Mortgage Agreement; (b) Make a material change to its
principal business items or nature of business; (c) Merge with another entity
(this does not apply where the Borrower is the subsisting company, and the
merger has been determined by the Majority Banks as having no detrimental effect
on the finances and business of the Borrower), or conduct a spin-off over the
company; (d) Sell, lease or in any other way assign or dispose of the Mortgaged
Objects, including the collateral for substitution of the Mortgage Objects
pursuant to this Agreement ; (e) Become 

25

directly or indirectly responsible for the liabilities of another person by
means of accepting the said liabilities, issue a guarantee or endorsement or by
any other means, or lend the funds of the company to others, provided that this
does not apply to the loans, guarantees or endorsements provided by the Borrower
to the Guarantor or the Guarantor's subsidiaries.

8.7 Upon the advance written notice and reasonable request of the Agent from
time to time and provided that it does not interfere with normal operations of
the Borrower, the Borrower shall permit the representatives or agents of the
Agent and the Banks to enter the relevant premises of the Borrower for the
purposes of inspecting the various Mortgaged Objects, or reviewing or making
records of extracts of various accounts, records or documents that are relevant
to the Borrower's ability to perform its obligations under this Agreement, the
Security Documents or other relevant agreements.

8.8 Until such time that the Borrower has discharged all of its liabilities
under this Agreement, it shall adhere to the following financial standards at
all times (based on the Borrower's own unaudited and uncertified half-yearly
financial statements, and the annual financial statements duly audited and
certified by an account; the standards shall be verified at least once every six
(6) months, and shall be verified whenever the Agent deems necessary):

(a) The liquidity ratio (liquid assets divided by liquid liabilities) shall not
be less than 80%. For the purposes of calculating this ratio:

(i)  CURRENT RATIO = CURRENT ASSETS DIVIDED BY (CURRENT LIABILITIES - 
RELATED PARTY TRANSACTIONS) 

(ii) "RELATED PARTY TRANSACTIONS" SHALL MEAN THE AMOUNT OF LOANS GRANTED BY
THE GUARANTOR TO THE BORROWER (ACCOUNTING ITEM: PAYABLE TO RELATED 
PARTY -- FINANCING)

(b) The debt ratio shall not exceed 100% in year 2005, 110% in year 2006, and
120% commencing from year 2007. For the purposes of calculating this ratio:

(i)  DEBT RATIO = (TOTAL LIABILITIES - RELATED PARTY TRANSACTIONS) DIVIDED 
BY (TANGIBLE NET WORTH + OUTSTANDING GUARANTEES & ENDORSEMENTS)

(ii) "OUTSTANDING GUARANTEES & ENDORSEMENTS" SHALL MEAN THE OUTSTANDING 
AMOUNT OF GUARANTEES AND ENDORSEMENTS GRANTED BY THE BORROWER IN 
ACCORDANCE WITH ITS "GUARANTEES & ENDORSEMENTS REGULATIONS".

26

(c) Tangible Net Worth (Net Worth less Intangible Assets plus Related Party
Transactions) shall not be less than Three Billion New Taiwan Dollars
(NTD3,000,000,000).

Unless otherwise provided in this Agreement, the contents and definitions of the
above accounting terminology shall be in accordance with the contents and
definitions adopted by the Republic of China's Generally Accepted Accounting
Principles (hereafter "ROC GAAP").

8.9.1 Within ninety (90) days of the end of each first half of the Borrower's
accounting year, the Borrower shall provide the Agent (to forward to each Bank)
with the internal financial statements of the Borrower for such period (where
such statements are required by law to be audited and certified by an
accountant, the Borrower shall also provide the audit report and relevant
notes), which shall include the consolidated (not required if preparation of
consolidated statements is not required by law) and unconsolidated balance
sheets, profit and loss statements, and cash flow statements of the Borrower for
such period, together with the same data for the same period of the preceding
accounting year. The said statements shall be as detailed as reasonably
possible, and the information shall be presented in New Taiwan Dollars and in
accordance with ROC GAAP. Upon providing the said financial statements, the
Borrower shall also attach a declaration issued by the executive financial
officer (in the form set out in EXHIBIT 4), setting out calculations for the
various financial standards required under this Agreement, and declaring that no
Event of Default described in this Agreement has occurred.

8.9.2 Within one hundred twenty (120) days of the end of each accounting year of
the Borrower, the Borrower shall provide the Agent (to forward to each Bank)
with the audit report and notes in respect of the Borrower for the year, which
shall include the consolidated (not required if preparation of consolidated
statements is not required by law) and unconsolidated balance sheets, profit and
loss statements, cash flow statements, change of shareholders equity table, and
overview and profit and loss statement of long-term investments of the Borrower
for such period. The said statements shall be as detailed as reasonably
possible, and the information shall be presented in New Taiwan Dollars. The
audit report shall be prepared and certified by an independent accounting firm
approved by the Agent, in accordance with the generally applicable audit
standards. Information contained in the said statements shall be prepared in
accordance with generally accepted accounting principles. Upon providing the
said financial statements, the Borrower shall also attach a declaration issued
by the executive financial officer (in the form set out in EXHIBIT 4), setting
out calculations for the various financial standards required under this
Agreement, and declaring that no Event of Default described in this Agreement
has occurred.

8.9.3 The Borrower shall ensure that the Guarantor will provide the financial
statements of the Guarantor to the Agent to forward to each Bank, on a timely
basis, in accordance with provisions of the Letter of guarantee.

27

8.9.4 At the reasonable request of the Agent from time to time, the Borrower
shall provide all relevant information relating to the finances, business,
operations, principal shareholder structure and assets of the Borrower to the
Agent. Upon providing the various financial statements, the Borrower shall
provide sufficient copies to enable the Agent to distribute a copy to each Bank.
The Borrower hereby authorizes the Agent to provide each Bank with the various
financial statements and information provided by the Borrower.

8.9.5 The Borrower shall ensure that the contents of the financial statements
prepared by the Borrower are in compliance with the laws of the Republic of
China and generally accepted accounting principles, and that the substantive
contents of the documents and information relating to the Borrower, as provided
by the Borrower to the Agent are true, correct and complete in all material
respects.

8.10.1 The Borrower shall purchase various insurance policies in respect of the
Factory Buildings, the Equipment, its general assets and related businesses, for
the sums and events generally insured by companies engaged in the same kind of
businesses or by other companies in the same industry with similar assets and
risks. The said insurance policies shall be purchased from a reputable insurance
company.

8.10.2 The Borrower shall maintain insurance for the Factory Buildings and the
Equipment against the risk of fire. The said insurance shall be purchased from a
reputable insurance company and the cost of insurance shall be the
responsibility of the Borrower. The insured amount: (i) for the Factory
Buildings shall not be less than the Net Value of the same; (ii) for the
Equipment shall not be less than 110% of the amount drawn upon the Facility
Amount on the basis of such Equipment. However, where the book values of the
said Objects are decreased due to depreciation as of the year subsequent to the
purchase of the said insurance, the insured amounts may be reduced accordingly,
provided that the Borrower shall provide the Agent with a new Appraisal Report
evidencing the decrease of the book value, or an audit report issued by an
accountant. Insurance benefits derived from the aforementioned insurance
policies shall be transferred to the Agent in accordance with the provisions of
the Assignment Agreement, and the Agent shall be named as the sole beneficiary
with priority. The Borrower shall also obtain a Letter of Undertaking from the
relevant insurers (as detailed in the schedules attached to the Assignment
Agreement) as required by the Agent. Stipulations relating to the insurance
beneficiary may not be altered without the written consent of the Agent. The
insurance policies shall also be annotated with the payout terms approved by the
Agent. The original insurance policy and a copy of the premium payment receipt
shall both be delivered to the Agent for safekeeping. The Borrower shall
complete renewal of the said insurance policies 

28

under the same terms prior to expiry of the said policies, and the original copy
of the renewed insurance policy and the Letter of Undertaking obtained from the
relevant insurers, in the format and contents required by the Agent, shall be
delivered to the Agent. In the event that the Borrower fails to purchase or
renew the insurances as required under this Agreement, the Agent is entitled
(but not obligated) to do so on its behalf, and the related costs shall be borne
by the Borrower. In the event that a Bank or the Agent makes payment on behalf
of the Borrower, the Borrower shall immediately reimburse the payment upon
receiving the notice from the Bank or the Agent, failing which interest shall be
assed at the Compensatory Interest Rate from the date that payment is made by
the Bank or the Agent until the date of reimbursement by the Borrower.

8.11 As at the signing date of this Agreement, no shareholder of the Borrower --
other than the Guarantor -- has made any shareholders advances to the Borrower
or holds any similar claims. In the event that any shareholders advances or
similar claim subsequently arises in respect of any shareholders of the Borrower
other than the Guarantor, the Borrower may not make any repayment or payment in
respect of such shareholders advance or similar claim until such time that all
liabilities under the Facility has been repaid, and the Borrower shall obtain
from such advancing shareholder a Consent of Subordinate Claim in the form and
content stipulated in EXHIBIT 9, and deliver the same to the Agent. The Borrower
also agrees that if a shareholder of the Borrower is a subsidiary of the
Guarantor and payment of any sum to such shareholder is subject to this Article
8.11, such shareholder shall not make any advances to the Borrower and the
Borrower shall not borrow from such shareholder.

8.12 Where the Land and Buildings contain any unregistered buildings, the
Borrower may not sell, lease or other dispose of the said unregistered
buildings. The Borrower warrants that where it is subsequently possible to
register ownership in respect of the said unregistered buildings, the Borrower
shall register a mortgage in respect of such buildings in favor of the Agent as
collateral for the Facility, and that in the event of exercise of the Mortgages
by the Agent, the Agent may also dispose of the said buildings.

8.13 All monies obtained by the Borrower under this Facility shall be used to
finance or refinance the Project, and the Borrower may not use the said amounts
for any other purpose, although the Agent and the Banks do not have any
obligation to monitor the acts of the Borrower in actually using the said
monies.

8.14 All representations and warranties made by the Borrower in this Agreement
and the Security Documents are correct, true and complete at any time. All
representations and warranties under Article 7, except for Articles 7.7 and
7.12, shall be deemed repeated on each Interest Payment Date.

29

ARTICLE 9 SUPPORT AND COLLATERAL

9.1 Letter of Guarantee

For the purpose of guaranteeing the various obligations of the Borrower under
this Agreement, prior to the initial Drawdown the Borrower shall obtain a Letter
of Guarantee duly signed by the Guarantor in accordance with the provisions of
this Agreement and all other documents relating to the Guarantor as required
under this Agreement, and deliver the same to the Agent.

9.2 Mortgage

9.2.1 For the purpose of guaranteeing the various obligations of the Borrower
under this Agreement, pursuant to provisions of this Agreement the Borrower
shall enter into a Real Estate Mortgage Agreement (and Supplement) in the form
and content indicated in EXHIBIT 6 hereto with Chinatrust Commercial Bank as
well as duly execute other relevant documents required by the Agent (hereinafter
collectively referred to as "Real Estate Mortgage Agreement"). which shall grant
a first priority, maximum amount real estate mortgage in respect of all of the
Land and Buildings for a maximum amount not less than One Billion Eight Hundred
and Forty Million New Taiwan Dollars (NTD1,840,000,000) in favor of the Agent,
and shall complete the registration of the amendments to the mortgage
registration amount, security scope, and valid term in connection with the
mortgage over the Land and Buildings pursuant to the Real Estate Mortgage
Agreement. The Agent shall hold and enjoy all rights and interests under the
said Mortgage as a joint and several creditor on behalf of all Banks.

9.2.2 For the purpose of guaranteeing the various obligations of the Borrower
under this Agreement, pursuant to provisions of this Agreement the Borrower
shall execute a Chattel Mortgage Agreement in the form and content indicated in
EXHIBIT 7 of this Agreement and any other related documents necessary for
registration of mortgage with competent authority (together hereafter "Chattel
Mortgage Agreement"), which shall grant in favor of the Agent a first priority,
maximum amount chattel mortgage in respect of all of the Equipment, for a
maximum amount not less than 145% of the amount actually drawn on the Facility
in respect of the said Equipment, and shall complete the requisite
registrations. The Agent shall hold and enjoy all rights and interests under the
said Mortgage as a joint creditor on behalf of all Banks.

9.2.3 Upon completing registration of the Chattel Mortgage in respect of the
mortgaged Equipment, the Borrower shall affix a sign to each item of the
Equipment, in the manner required by

30

the Agent is mortgagee of the said item. Upon affixture of the said signs,
photographs shall be taken as evidence, which photographs shall be delivered to
the Agent for safekeeping within thirty (30) days of registration of the said
Mortgage.

9.2.4 Registration fees and all other related taxes or fees arising from
granting and registration of the aforementioned Mortgages (including any agent
fees) shall be borne by the Borrower.

9.2.5 In the event that during the effective period of the Facility, the
Borrower needs to upgrade its technology by retiring any Mortgaged Object and
replacing it with a new one, or any Mortgaged Object becomes irreparably
damaged, the Borrower may substitute the retired or damaged object ("Old
Object") with a newly purchased object (hereafter "New Object" (Chinese
characters), provided that the substitution of Mortgaged Objects shall comply
with the following requirements:

9.2.5.1 The invoiced value of a New Object may not be less than the invoiced
value of the Old Object;

9.2.5.2 The invoice date of the New Object shall not be more than one (1) year
before the date that substitution is requested by the Borrower;

9.2.5.3 Where the accumulated values of Mortgaged Objects (based on invoiced
values) requested for substitution by the Borrower within one (1) year does not
exceed Two Hundred Million New Taiwan Dollars (NTD200,000,000), the Borrower
must first obtain the written consent of the Agent before making the
substitution (the Banks hereby authorizes the Agent to solely determine whether
to grant consent for the substitution, without needing to separately notify the
Banks or obtain their consents); however, where the accumulated values requested
for substitution by the Borrower exceeds the aforementioned limit, the Borrower
must first obtain the written consent of the Majority Banks.

9.2.5.4 With regard to the New Objects for the purpose of substitution pursuant
to Article 9.2.5.3, the Borrower shall complete registration of change of the
Mortgaged Objects and transfer of the relevant insurance benefits in accordance
with the change (where the change is not registered, the Borrower must first
grant a first priority Mortgage and transfer the insurance benefits in respect
of the New Object pursuant to this Agreement for the same amount as the Old
Object, prior to requesting the Agent to cancel the Mortgage on the Old Object).
The Agent may directly proceed with alteration or cancellation of the Mortgage
on the Old Object, based on the items approved by the Agent or the Majority
Banks for substitution.

31

9.2.5.5 Where the Borrower is unable to produce an appropriate New Object but
nonetheless needs to replace an Mortgaged Object, the Borrower may also produce
a term deposit slip issued by a deposit bank approved by the Agent, with a face
value no less than the invoiced value of the Old Object, and the Borrower shall
grant a pledge over the said term deposit slip in favor of the Agent, in the
manner required by the Agent, in place of a New Object as collateral for the
Facility. The provisions in Article 9.2.5(c) and (d) above shall apply.

9.2.6 Upon a substitution of Mortgaged Objects pursuant to the provisions of
Article 9.2.5 of this Agreement, the New Object after the substitution
(including any pledged term deposit slips) shall be deemed to fall within the
definition of the "Mortgaged Objects" under this Agreement.

9.3 Assignment Agreement

For the purpose of guaranteeing the various obligations of the Borrower under
this Agreement, pursuant to provisions of this Agreement the Borrower shall
execute an Assignment Agreement in the form and content indicated in EXHIBIT 8
of this Agreement ("Assignment Agreement"), which shall assign all insurance
benefits in respect of the Factory Buildings and Equipment to the Agent, and
shall obtain from the various relevant insurance companies the Letter of
Undertaking stipulated in the said Assignment Agreement in respect of the said
assignment of benefits, and deliver the same to the Agent.

9.4 Security Interests

9.4.1 Parties to this Agreement agree that: The Agent shall be the mortgagee,
the benefit assignee, the insurance beneficiary or other guaranteed beneficiary
in respect of the various benefits and interests that each Bank may enjoy under
this Agreement concerning the Mortgaged Objects, the Assignment Agreement, the
Letter of Guarantee and the Security Documents, and the Agent shall hold,
control and exercise such rights and interests as a joint and several creditor,
and by virtue of the joint and several creditor relationship the Banks shall
proportionally enjoy the said rights and interests in accordance with the
proportional risks of the Facility borne by the Banks under this Agreement.

9.4.2 Irrespective of any provisions to the contrary under this Agreement, each
Bank agrees that: The various benefits and interests that each Bank may enjoy
under this Agreement concerning the Mortgaged Objects, the Assignment Agreement,
the Letter of Guarantee and the Security Documents shall be exercised by the
Agent in accordance with the relevant provisions of this Agreement and the
written instructions of the Majority Banks, for the interest of all of the Banks
and the Agent; that unless otherwise provided in this Agreement, no Bank may
individually exercise such benefits and interests ; and that the Agent may only
exercise such benefits and interests in accordance with the instructions of the
Majority Banks.

32

9.4.3 The Agent and the Banks agree that upon full discharge of all relevant
liabilities under this Agreement and other related agreements by the Borrower,
and except where the Agent has exercised the relevant guaranteed benefits
according to this Agreement, the Security Documents under this Agreement shall
be unconditionally returned to the Borrower. Where it is necessary to cancel any
registrations in respect of such guaranteed benefits or undertake return
procedures, the Agent is hereby fully authorized to do so on behalf of the
Banks.

ARTICLE 10 DEFAULT

10.1 Event of Default:

The occurrence of any of the following shall constitute an Event of Default
under this Agreement:

10.1.1 The Borrower fails to (a) make any payment of principal or interest under
this Agreement or (b) make any payment due to a Bank, the Coordinating Arrangers
or the Agent under this Agreement, the Security Documents or any other agreement
related to this Agreement (including payment falling due under the original
Agreement, or falls due prematurely by virtue of the accelerated maturity
provisions stipulated below).

10.1.2 The Borrower fails to perform or violates any condition, undertaking,
agreement or obligation towards any Bank, the Coordinating Arrangers or the Bank
stipulated under this Agreement or the Security Documents, or performance of
such condition, undertaking, agreement or obligation is to become illegal, and
this Event of Default is not cured within fourteen (14) days of the earlier when
(a) the Borrower first becomes aware of such failure or (b) the Borrower
receives notice from the Agent to cure such default.

10.1.3 The Guarantor fails to perform or violates any condition, undertaking,
agreement or obligation stipulated under the Letter of Guarantee, or performance
of such condition, undertaking, agreement or obligation is to become illegal,
and this Event of Default is not cured within fourteen (14) days of the earlier
when (a) the Guarantor first becomes aware of such failure or (b) the Guarantor
receives notice from the Agent to cure such default.

10.1.4 Any representation or warranty made by the Borrower within this Agreement
or any of the Security Documents, or any other representation made in accordance
with this Agreement or the Security Documents, is found to be false in a
material respect when made or deemed made or is reasonably deemed by the
Majority Banks as becoming false or untrue in a material respect.

33

10.1.5 Any representation, warranty or other statement made by the Guarantor
under the Letter of Guarantee is found to be false in a material respect when
made or deemed made or is reasonably deemed by the Majority Banks as becoming
false or untrue in a material respect.

10.1.6 (a) The Borrower (whether as a principal borrower or a guarantor) fails
to repay the principal or interests of a monetary liability to any financial
institution, is subject to accelerated maturity of such liability or
circumstances have occurred that permit accelerated maturity of such a
liability; or (b) The Borrower (whether as a principal borrower or a guarantor)
is subject to accelerated maturity in respect of a monetary liability (including
financial leasing, hire-purchase or the like) to any creditor other than a
financial institution, or circumstances have occurred that permit accelerated
maturity of such a liability, and the accumulated amount of such a liability is
Two Hundred Million New Taiwan Dollars (NTD200,000,000) or more, or the
equivalent in another currency.

10.1.7 The Guarantor (whether as a principal borrower or a guarantor) fails to
repay the principal or interests of a monetary liability to any financial
institution or is subject to accelerated maturity of such liability; or (b) The
Guarantor (whether as a principal borrower or a guarantor) is subject to
accelerated maturity in respect of a monetary liability (including financial
leasing, hire purchase or the like) to any creditor other than a financial
institution and the accumulated amount of such a liability is Thirty Million US
Dollars (US$30,000,000) or more, or the equivalent in another currency.

10.1.8 The Borrower fails to maintain any of the financial ratios stipulated in
Article 8.8 of this Agreement.

10.1.9 The Borrower uses the funds draw on the Facility for a purpose other than
as stipulated in this Agreement.

10.1.10 The Borrower fails to purchase and maintain the various insurances
required under this Agreement in respect of the Mortgaged Objects.

10.1.11 The Borrower suspends its business for more than thirty (30) consecutive
days, or for more than ninety (90) days within a one (1) year period except
where such suspension is not sufficient to have a material adverse effect on the
Borrower's ability to perform its obligation.

10.1.12 The Borrower gives notice in writing that it is unable to make payment
when liabilities fall due, or applies (or is subject to an application) for
bankruptcy, is declared bankrupt or unable to 

34

repay, or applies (or is subject to an application) for restructuring of the
company, is undergoing settlement under the Bankruptcy Act, liquidation,
dissolution or any other similar procedures or measures, or admits to any
detrimental material statements made by another person against the Borrower in
such proceedings.

10.1.13 The Guarantor gives notice in writing that it is unable to make payment
when liabilities fall due, or applies (or is subject to an application) for
bankruptcy, is declared bankrupt or unable to repay, or applies (or is subject
to an application) for restructuring of the company, is undergoing settlement
under the Bankruptcy Act, liquidation, dissolution or any other similar
procedures or measures, or admits to any detrimental material statements made by
another person against the Guarantor in such proceedings.

10.1.14 There is serious damage or loss of a Mortgaged Object, or such Mortgaged
Object is subject to compulsory use, compulsory appropriation or confiscation by
a government or competent authority which results in a detrimental impact on the
Borrower's business operations, provided that if the Borrower promptly provide a
sufficient New Object for substitution as requested by the Agent there shall be
no Event of Default hereunder in either case.

10.1.15 (a) The Borrower ceases its operations permanently or is ordered to
cease its operations permanently; (b) The Guarantor ceases its operations
permanently or is ordered to cease its operations permanently; or (c) The
Borrower's checks or notes are dishonored and the Borrower fails to provide
sufficient cash for such dishonored checks or notes within three (3) days, or
the Borrower has been blacklisted by a clearing house.

10.1.16 (a) Any part of the various guarantees or endorsements (including the
Note, the Mortgages, the Assignment Agreement, and the Letter of guarantee)
under this Agreement is terminated, rescinded, or becomes invalidated or
unenforceable, and the Borrower fails to immediately cure the above or repay the
Outstanding Loan in full; (b) A Mortgaged Object that is material to the
business of the Borrower is subject to provisional attachment, provisional
execution or any other preservation proceedings, compulsory execution,
attachment, seizure, auction, administrative disposal by a governmental
authority, restriction order or any other order in other similar proceedings; or
(c) All or substantially all of the assets of the Borrower other than the
Mortgaged Objects is subject to provisional attachment, provisional execution or
any other preservation proceedings, compulsory execution, attachment, seizure,
auction, administrative disposal by a governmental authority, confiscation,
restriction order or any other order in other similar proceedings, which fails
to be excluded or dismissed within fourteen (14) days and where the amount in
dispute is not less than One Hundred Million New Taiwan Dollars (NTD100,000,000)
or equivalent amount in other currency.

35

10.1.17 The Borrower is subject final and adverse judgments or arbitration
awards rendered by the court, arbitration association, or other decisions (which
are made in other similar judicial or administrative proceedings and have
similar effects as final judgments) and fails to make the payment in accordance
with such final and adverse judgments or arbitration awards or other decisions
within fourteen (14) days after those judgments, arbitration awards or decisions
are rendered.

10.1.18 The Guarantor is subject to irrevocable, final and adverse judgments or
arbitration awards rendered by the court, arbitration association, or other
decisions (which are made in other similar judicial or administrative
proceedings and have similar effects final judgments), and fails to make the
payment in accordance with such final and adverse judgments or arbitration
awards or other decisions within sixty (60) days after those judgments,
arbitration awards or decisions are rendered and where the amount of payment is
not less than Ten Million US Dollars (US$10,000,000) and is not sufficiently
covered by insurance.

10.1.19 There is any circumstance that causes the Majority Banks, based on their
professional judgment in good faith, to determine that it would have a material
adverse effect on the finances or operations of the Borrower and the Guarantor
taken as a whole, or ability of the Borrower and the Guarantor taken as a whole
to perform their obligations under this Agreement and the Letter of Guarantee.

10.2 Identification of Default

In the event of any dispute between the Banks and the Borrower or the Guarantor,
or amongst the individual Banks, as to whether an Event of Default has occurred,
any Bank may request the Agent in writing to seek confirmation from the Banks,
and obtain the determination of the Majority Banks.

10.3 Consequences of Default

10.3.1 Where an Event of Default has occurred, the Facility extended by the
Banks to the Borrower shall immediately be suspended, and may not be drawn upon
except with the consent of the Majority Banks (at which time the Agent shall
notify the Borrower); where the Majority Banks resolve that repayment by the
Borrower shall be pursued and the Agent is instructed in writing to do so, the
Agent shall immediately take the following steps in accordance with the written
instructions of the Majority Banks: (a) notify the Borrower in writing,
announcing that all outstanding amounts of the loan principal advanced, interest
and any other payments payable by the Borrower to any Bank and/or the Agent
under this Agreement shall fall due immediately (at which time the Borrower
shall immediately repay all of the aforementioned amounts); and/or (b) exercise
its rights as against the Mortgaged Objects and the various benefits and
interests under the Assignment Agreement, so that proceeds from disposal of the
relevant Mortgaged Objects may be used to repay any amounts 

36

outstanding and payable by the Borrower in accordance with the provisions of
this Agreement; and/or (c) exercise the rights of the Agent under the Note
issued under this Agreement, and claim against the Borrower for payment; and/or
(d) pursue the Guarantor for repayment in accordance with the provisions of the
Letter of Guarantee; and/or (e) exercise any other rights granted by law, this
Agreement, the Security Documents or any other relevant agreement and document;
without being required to issue any further letters of demand, certificate of
refusal or any notice unless otherwise provided for in this Agreement. The
Borrower and the Guarantor hereby agrees to waive any and all rights to require
any Bank or the Agent to issue such letter of demand, certificate of refusal or
notice, to the maximum extent that such waiver is permissible by law.

10.3.2 Where an Event of Default occurs, the Borrower shall make payment of
interest or penalties to the Banks and/or the Agent in respect of any amounts
due but still outstanding, calculated from the date that such amounts becomes
due until such time that the amounts are actually paid by the Borrower
(including but not limited to the principal, interest, penalties, fees or any
advances), at the Compensatory Interest Rate stipulated in this Agreement; and
where any Bank and/or the Agent incurs any other costs or losses as a result of
the Default of the Borrower, the Borrower shall also indemnify such Bank and/or
Agent against such costs or losses in accordance with the supporting documents
provided by the Bank and/or the Agent.

10.3.3 The costs incurred by the Agent in relation to the exercise of the
various rights and taking of various steps mentioned above shall be shared by
the Banks in accordance with the proportional risks of the Facility borne by the
Banks, except where such costs have been paid by the Borrower or the Guarantor.
However, where the Borrower or the Guarantor has not paid such costs, the Agent
is not obliged to make such payments on behalf of the Borrower or the Guarantor,
and may require the Banks to advance such payments in accordance with the
proportional risks of the Facility borne by the Banks prior to making the
payments.

ARTICLE 11 AGENT, COORDINATING ARRANGERS AND BANKS

11.1 In accordance with the provisions of this Agreement, the Banks shall
appoint an Agent to coordinate the various matters under this Agreement and to
manage the Mortgaged Objects, and shall authorize the Agent to represent the
Banks in exercising their rights, in accordance with the provisions of this
Agreement and other relevant agreement. However, the Agent shall do so purely in
the role of the representative of the Banks; the Agent shall not be considered
an agent of the Borrower, nor a trustee under a trust relationship, and the
Agent: (a) does not bear any other responsibilities or obligations unless
expressly stated in this Agreement; (b) shall not be responsible to the Banks in
any way for any failure of the Borrower or the Guarantor to perform their
obligations under this Agreement or any other relevant agreement; (c) shall not
be obliged to initiate any litigious 

37

proceedings or claims against the Borrower, the Guarantor or any other person in
relation to this Agreement or any other relevant agreement, except in accordance
with the written instructions of the Majority Banks pursuant to provisions of
this Agreement; and (d) is not obliged to take any action that the Agent, in its
judgment in good faith, deems will violate the laws of the Republic of China or
any other applicable laws. The Agent may retain consultants, accounting staff or
agents for the purposes of performing its obligations under this Agreement, and
may rely upon the professional advice given by such persons, provided that it
shall not be held responsible in any way for its acts in selecting and hiring
such persons in good faith, except where the Agent has committed an intentional
or seriously negligent act in doing so.

11.2 Each of the Banks understands and acknowledges that it shall independently
assess, inspect and be responsible for the credit records of the Borrower and
the Guarantor, the values of the Mortgaged Objects, and other relevant
information. Relevant risks applicable to each Bank as a result of making
available the Facility shall be independently borne by such Bank. The Agent and
the Coordinating Arrangers have not made any representations or guarantees
regarding, nor shall be responsible in any way for, the credit records and
ability to perform of the Borrower and the Guarantor, the values of the
Mortgaged Objects, or any other matters relating to this Agreement.

11.3 The Agent may not take any action that is contrary to the written
instructions of the Majority Banks, and shall take the legal actions in
accordance with this Agreement or the law, based on the written instructions of
the Majority Banks. The Agent shall not be responsible in any way to the
Borrower or any Bank in respect of actions taken in accordance with the written
instructions of the Majority Banks, or actions subsequently approved by the
majority Banks. Unless the Majority Banks have issued a written instruction to
the Agent to take a certain action, the Agent shall not be held responsible in
any way for failing to take any action. Irrespective of any other provisions to
the contrary in this Agreement, the Agent may refuse to take any action on
behalf of the Banks until it has received confirmation that it will be
satisfactorily compensated for the related costs. In addition, except for an
exercise of the right of cancellation under this Agreement, no Bank may take any
action individually without the written consent of the Majority Banks, nor take
any action or make any omission that would conflict or be inconsistent with a
decision of the Majority Banks (decisions made by the Majority Banks pursuant to
relevant provisions of this Agreement shall be binding on all the Banks).

11.4 The Agent shall handle matters relating to this agreement in accordance
with the provisions of this Agreement, and shall handle matters relating to the
Facility Amount, the Mortgaged Objects and the exercise of rights under this
Agreement in accordance with relevant provisions of this Agreement and the
Security Documents. In handling such matters, the agent shall act in accordance
with the provisions of this Agreement and/or the written instructions of the
Majority Banks, and may (but is

38

not obliged to) exercise the same degree of care that it exercises in handling
facilities granted by the Agent alone.

11.5 In respect of documents submitted to the Agent by the Banks and the
Borrower in accordance with the provisions of this Agreement, the Agent shall
verify the signatures and chops in accordance with normal procedures, but is not
required to further examine the contents or any other aspect of such documents.
In executing matters in relation to this Agreement, the Agent may rely on the
validity, authenticity and correctness of the signatures and contents of
relevant documents received. In addition, in making remittances to the Banks,
the Agent may rely upon the correctness of the addresses and remittance accounts
stipulated in respect of each Bank in SCHEDULE 1 of this Agreement.

11.6 In handling matters relating to the Facility Amount, the Agent shall
apportion the Facility Amount in accordance with the proportions stipulated in
this Agreement, provided that where actual calculations do not permit
apportionment to be made in such a manner, the Agent may use its reasonable
judgment in making the apportionment, and no Bank may object.

11.7 Unless otherwise stipulated in this Agreement, communications by the Agent
in relation to performance of this Agreement may be carried out by fax, and the
Agent may rely upon the authenticity and correctness of the contents of the
faxed documents it receives. The Agent shall not be responsible in any way for
the termination or delay of any transmissions or receptions of communication (by
telephone, fax or courier) or for any defect, error or consequences in the
transmission or reception process, except where such is caused by the
intentional act or serious negligence of the Agent.

11.8 Upon receiving any notices issued by the Borrower, the Agent shall notify
each of the Banks. Except for notices, reports, financial reports and other
requisite documents required to be delivered by the Agent to each of the Banks
under this Agreement, the Agent is not obliged to provide the Banks with any
other information in its possession concerning the credit record, general
business and financial status of the Borrower or the Guarantor. In addition, any
information noted or specified as "Classified" or "Confidential" by the Borrower
shall be kept confidential by the Agent and each Bank except the information
subject to the mandatory disclosure requirement of the applicable laws or under
this Agreement.

11.9 During the valid period of this Agreement, the Agent, the Coordinating
Arrangers or any of the Banks may engage in other transactions with the Borrower
or the Guarantor, unrelated to this Facility and unaffected by this Agreement,
in its role as a party other than the Agent, the Coordinating Arrangers or a
Bank.

39

11.10 The Agent may notify the Borrower and each of the Banks in writing at any
time that it shall resign from the position of the Agent as soon as a new Agent
takes office. The Majority Banks are also entitled to substitute the Agent. Upon
the resignation or substitution of an Agent, the Majority Banks are entitled to
elect any of the Banks as the new Agent. Where within sixty (60) days of the
resignation by the Agent or the substitution of the Agent by the Majority Banks,
the Majority Banks fail to elect a new Agent or the newly elected Agent does not
agree to take the office, the original Agent may select any one of the Banks as
its successor, provided that the succeeding new Agent shall agree in writing
that it accepts the provisions of this Agreement. The duties and rights of the
original Agent shall be terminated when the new Agent takes office, provided
that the original Agent may continue to collect any costs falling due but
uncollected during the period of its office. This Article of this Agreement
expressly stipulates that any acts taken by the original Agent prior to its
duties being terminated shall remain applicable.

11.11 The Agent, upon receiving payments due to the Banks from the Borrower or
the Guarantor on behalf of the common interest of the Banks, and after fist
offsetting various costs in accordance with this Agreement, shall distribute or
apportion such payments in funds of the same type in accordance with this
Agreement (where payments are to be distributed amongst the Banks, the
distribution shall be made in accordance with the proportional risks of the
Facility borne by each of the Banks), and shall deliver such payments to each
Bank by the business day following actual receipt of the payments. The agent's
obligation to distribute the said payments shall be limited to the amounts that
it actually receives, and the Agent is not obliged to advance any amounts. The
Agent may assume that the relevant persons with obligation to pay will make the
relevant payments to the Agent in accordance with the Agreement, and may (but is
not obliged to) distribute or pay such amounts to each of the Banks on the basis
of such assumption and in the aforementioned manner. However, where the Agent
relies on such assumption in making the payment to a Bank due to receive such
payment, but subsequently finds that it has not in fact received the relevant
payment, the Bank that receives the said amount from the Agent shall refund the
payment immediately upon receiving the notice from the Agent, and shall pay
interest to the Agent from the date that it receives the payment and until the
date that refund is actually made to the Agent, calculated at the PIBC interest
rate applicable on the closing of the business day that it receives the payment.

11.12 Unless the Agent has received the notice from any Bank or the Borrower
concerning the occurrence of an Event of Default, which notice expressly states
that it is a "notice of Event of Default", the Agent shall not be deemed to have
known or has been informed as to the occurrence of an event of Default. Upon
receiving the said notice, the Agent shall notify each of the Banks as soon as
possible, and unless otherwise stipulated in this Agreement, the Agent shall
take action with regards to the Event of Default in accordance with the
instructions of the Majority Banks, provided 

40

that following occurrence of the said Event of Default and prior to the Agent
receiving substantive instructions, the Agent may (but is not obliged to)
exercise the same degree of care that it would exercise in relation to a
facility granted by it alone, in independently determining whether to take any
action that it believes to be most advantageous to the Banks as a group in light
of the Event of Default.

11.13 Any damage caused to the Borrower as a result of any act or omission of a
Bank shall be the responsibility of the relevant Bank, and the Coordinating
Arrangers, the Agent or each of the other Banks shall not be responsible in any
way.

11.14 In the event of any damage or loss to the Agent or a Bank in the course of
performance of this Agreement by the Borrower or its agent or employee, as a
result of matters attributable to the Borrower or its agent or employee, the
Borrower shall be liable for fully indemnifying against such damage or loss.

ARTICLE 12 SET-OFF

12.1 In the event that the Borrower fails to perform its obligations under this
Agreement, the Security Documents or any other relevant agreement in connection
with the Facility, the Banks and the Agent, in addition to exercising the
various rights of claim under this agreement, shall also be entitled to (but are
not obliged to) directly offset any monies in accounts (irrespective of whether
of the same currency) held by the Borrower at the said Banks or the Agent
(including their headquarters and all branches), and all claims of the Borrower
against the Banks and the Agent, against the liabilities payable by the Borrower
to the Banks and/or the Agent under this Agreement (the Borrower further agrees
that such accounts or other claims shall be deemed to mature automatically upon
such time that the right of offset is exercised by the relevant Bank or the
Agent), and shall notify the Borrower of the same. Where an account held by the
Borrower is a term deposit account, the relevant Bank or the Agent may directly
terminate the term deposit account agreement prematurely and offset monies in
the said account against the liabilities under this Agreement, notwithstanding
that the deposit term has not expired; where an account is a check account, the
Borrower agrees that an announcement by the Banks that all of the liabilities
under the Facility are immediately due and repayable shall be a condition for
termination of the check account agreement , and upon constitution of the said
condition for termination, the aforementioned check account agreement shall
cease to be effective, and the Bank or the Agent may directly exercise its right
of offset and notify the Borrower of the same after exercising the right of
offset. To the maximum degree permissible by law, an intention to exercise the
right of offset by the relevant Bank or the Agent and the actual exercise of the
right shall be deemed to take effect at the time that the offset is made in the
books. Where the 

41

offset amount is insufficient to offset the full amount of the liabilities of
the Borrower, the Borrower shall remain liable for repaying the insufficiency.

12.2 In order to maintain the proportional repayments received by each of the
Banks, where any payments received by a Bank in respect of the Facility (whether
as a result of voluntary or involuntary offset by the Borrower or the Guarantor,
or in any other way) exceeds the proportional repayment due to the Bank in
accordance with this Agreement, the benefiting Bank shall immediately accept the
assignment by the other Banks a right of claim equivalent to the amount of the
excess repayment, to the extent deemed necessary by law, so that such Bank may
share with the other Banks the proceeds of the additional repayment. However,
where the benefiting Bank that received assignment of the right of claim is
subsequently required to refund all or part of the additional repayment, the
aforementioned assignment of right of claim shall be rescinded immediately, and
the consideration paid for the assignment of right of claim shall also be
refunded without interest; provided that the aforementioned assignment of rights
of claim between the Banks shall not affect the joint claim of the Banks against
the Borrower. The Borrower and the Guarantor agree that any Bank may exercise
all rights (including the right of offset), in the same manner as for other
ordinary rights of claim, in respect of a right of claim purchased from another
Bank in accordance with the provisions of this Agreement.

12.3 Where any other creditor of the Borrower or Guarantor compulsorily executes
against any account of the Borrower or Guarantor at a Bank or the Agent, and the
executing court issues an attachment order, collection order, or transfer or
payment transfer order to the Bank or the Agent in respect of such account, the
said Bank or the Agent is entitled to declare that the amount of the outstanding
liabilities under this Agreement that is equivalent to the amount of the monies
deposited by the Borrower at the said Bank or the Agent as stated on the
aforementioned execution order as being subject to execution, shall
automatically fall due immediately and prematurely, and the Bank or the Agent
shall exercise the right of offset against such account immediately.

12.4 Each and every Bank understands that: Notwithstanding the claim of each of
the Banks against the Borrower and the Guarantor under this Agreement is a joint
claim, each Bank shall nonetheless be repaid and share the benefit of guarantees
in accordance with their proportional share of the Facility risk, and all losses
and risks relating to this Facility shall also be apportioned between and borne
by the Banks in accordance with their proportional share of the Facility risk as
between each of the Banks.

42

ARTICLE 13 COSTS

13.1 All reasonable legal costs and other costs incurred by the Coordinating
Arrangers in respect of coordinating the Banks and preparing this Agreement, the
Letter of guarantee, the Security Documents or any other related documents, as
well as any subsequent amendments, additions or deletions of the relevant
documents (including but not limited to the agreement execution costs and
mortgage registration costs), irrespective of whether such costs are incurred
prior to execution, during the term, or after the expiry of this Agreement,
shall be borne by the Borrower.

13.2 All reasonable attorneys fees and legal costs incurred by a Bank and/or the
Agent in exercising the rights under this Agreement, the Security Documents and
other relevant agreements, as a result of an act contrary to provisions of the
Agreement or an Event of Default committed by the Borrower or the Guarantor
(including but not limited to litigation fees, the costs expended in obtaining a
right of execution at law, costs of compulsory execution, costs of participation
in a distribution, arbitration costs, the costs of forming a litigious or
non-litigious settlement or executing a settlement agreement, and all other
relevant costs), irrespective of whether such costs are incurred prior to
execution, during the term, or after the expiry of this Agreement, shall be
borne by the Borrower.

13.3 Where a Borrower fails to bear the aforementioned costs in accordance with
this Agreement, the Agent may require each of the Banks to share and advance
such costs in accordance with their proportional share of the Facility risk (if
the Borrower has not yet made any drawdown upon the Facility Amount at the time,
then the proportional commitment by each of the Banks in respect of the Facility
under this Agreement), and the Agent shall take the relevant action only upon
receipt of full payment from the Banks. Where the Agent has advanced the
payment, the Banks shall reimburse the Agent immediately upon receiving the
notice of the Agent, and the Agent may directly deduct the payment from monies
to be paid to the Banks under this Agreement.

13.4 The Banks, the Coordinating Arrangers and the Agent are not obliged to
advance payments on behalf of the Borrower. However, where a Bank, the
Coordinating Arrangers or the Agent has done so, the Borrower shall reimburse
the payment immediately upon receiving the notice from the Bank, the
Coordinating Arrangers or the Agent, failing which interest at the Compensatory
Interest Rate due to the Bank, the Coordinating Arrangers or the Agent shall be
calculated upon such payment from the date of advance payment by the Bank, the
Coordinating Arrangers or the Agent until such time that reimbursement is
actually made by the Borrower.

ARTICLE 14 NOTICES AND DELIVERY OF PAYMENTS BY AGENT

14.1 Notices made under this Agreement shall be made in writing (by letter or
fax) in accordance with relevant provisions of this Agreement; in addition: (a)
notices made to the Borrower or the Agent 

43

shall be delivered to the address or fax number set out below in this Agreement
(or any other address or fax number subsequently notified by the Borrower or the
Agent in writing); (b) notices made to a Bank shall be delivered to the address
or fax number of the relevant Bank as set out in SCHEDULE 1 of this Agreement
(or any other address or fax number subsequently notified by the Bank in
writing); (c) monies payable by the Borrower and the Agent to the Agent or to
the Banks under this Agreement, if made by electronic transfer, shall be
remitted to the relevant Banks or the Agent by the inter-bank remittance system
to the account detailed in SCHEDULE 1 of this Agreement or detailed below.
Notices delivered in person shall be deemed duly delivered when so delivered;
notices sent by prepaid registered post shall be deemed duly delivered five (5)
days after posting; notices sent by fax shall be confirmed by delivering written
confirmations and such notices shall be deemed delivered when the written
confirmations thereto have been received:

(a)   The Borrower:     Amkor Technology Taiwan

Address:       No. 1, Kao-Ping Sec. Chung-Feng Rd.,
Lungtan County, Taoyuan Hsien 325
Taiwan, R.O.C.

Telephone No:  886-3-471-9597
Fax No:        886-3-471-6419
Contact:       Finance Division

CC:      Guarantor: Amkor Technology, Inc.
Address: 1900 South Price Road, Chandler, AZ 85248, U.S.A.
Telephone: (480) 821-5000
Fax: (480) 821-2389
Contact: Legal Department

(b)   The Agent:        Chinatrust Commercial Bank
Address:       7th Floor, 3 Sungshou Road, Taipei City
Telephone No:  (02) 2722-2002  ext. 1127 (Ms. Cui Hui-qi, Manager)
Fax No:        (02) 2722-1987 / 8780-9133
Contact:       Investment Banking Department

14.2 Any party that changes its address, telephone number, fax number or
remittance account shall immediately notify the Agent and other parties under
this Agreement in writing. In the event that such a notice is not given in
accordance with this Agreement, the changing party may not rely upon the change
as against the Agent or the other parties of this Agreement.

44

ARTICLE 15 NON-WAIVER

Rights and remedies available to the Coordinating Arrangers, the Agent and the
Banks under this Agreement the Security Documents and related documents shall
not exclude any other rights and remedies that may be claimed by the owner of
such right under the law. Postponed exercise of a right by the Coordinating
Arrangers, the Agent or the Banks shall not be deemed a waiver of such right;
and the exercise of a part of the right shall not be deemed a waiver of other
parts of the right.

ARTICLE 16 AMENDMENT AND ASSIGNMENT

16.1 An amendment or revision of this Agreement shall be made in writing, shall
be signed by the Borrower, the Coordinating Arrangers, the Agent and each of the
Banks, and shall be agreed by the Guarantor in writing. However, amendments of
stipulations relating to the agreement between the Agent and the Banks, which
are not directly related to the Borrower or the Guarantor, shall require only
the consent of the Agent and the Majority Banks and shall be made in writing,
without the need for consent of the Borrower or the Guarantor (although the
Borrower and the Guarantor shall be notified of such amendment).

16.2 The Banks, the Coordinating Arrangers and the Agent agree that: Except for
matters otherwise provided in this Agreement or that are expressly stipulated as
requiring the consent of all the Banks and other parties, which stipulations
shall apply, and matters relating to: (a) an amendment to the form, the validity
period, or the Drawdown Period of the Facility Amount; (b) an amendment to the
amount, the interest (fee) rate or due date of a payment; (c) the increase of
the Facility Amount under this Agreement; (d) the return or cancellation of a
security or collateral under Article 9 of this Agreement (except where it is
made by the Agent pursuant to relevant provisions of this Agreement), or an
amendment or revision of contents of Article 9 of this Agreement or the Letter
of Guarantee; (e) an amendment to the definition of "Majority Banks"; or (f) an
amendment to Article 16.1, 16.2 or 16.3 of this Agreement, which shall be
subject to the written consent of all of the Banks; all other amendments or
revisions to the exclusion of the obligations of the Borrower under this
Agreement, the exclusion of liability for an Event of Default, or other matters
relating to this Agreement may be so excluded, amended or revised upon the
written consent of the Majority Banks (a decision by the Majority Banks in
accordance with such provision shall be binding on all of the Banks and the
Coordinating Arrangers).

16.3 In respect of an exclusion, amendment or revision made by the written
consent of all of the Banks or the Majority Banks, each of the Banks the
Coordinating Arrangers and the Agent hereby agree and unconditionally authorize
the Agent to execute the relevant documents on behalf of all of 

45

the Banks, the Coordinating Arrangers and the Agent, in accordance with the
contents of such written consent issued by all of the Banks or the Majority
Banks (acts of the Agent in accordance with this provision shall be binding on
all of the Banks and the Coordinating Arrangers).

16.4 This Agreement shall be binding on the assignees or successors of a party
to this Agreement, or any other person who accepts or succeeds to the rights or
obligations of such party according to law; however, the Borrower and the
Guarantor may not assign their rights or obligations under this Agreement
without the prior written consent of the Agent and all of the banks.

16.5 A Bank may notify the Borrower and the Agent at any time (without the
consent of the Borrower, the Agent or any other Bank) to amend its contractual
entity for the purposes of this Facility; however, where a Bank proposes to
assign its rights and/or obligations under this Agreement to a third party, it
shall first obtain the consent of the Borrower, provided that the Borrower may
not unreasonably refuse and such assignment will not immediately result in an
increased cost or addition tax liabilities to the Borrower beyond the Borrower's
liabilities provided for in this Agreement. In respect of each such assignment,
the Bank proposing to assign the rights and/or obligations shall pay the Agent a
processing fee of One Hundred Thousand New Taiwan Dollars (NTD100,000).

16.6 A Bank may enter into a risk sharing agreement with another person in
respect of its claim under this Agreement, without being required to notify the
Borrower, the Agent or any other Bank, provided that such other party of the
risk sharing agreement may not directly assert any right of claim against the
Borrower or any other party under this Agreement.

16.7 In addition to provisions of information according to relevant laws, from
time to time a Bank may provide contents of this Agreement, or information held
by it concerning the Borrower, the Guarantor or parties related to this
Agreement, to an assignee of the rights under this Facility or a person sharing
the risks (including persons interested in being assigned such rights or sharing
such risks), the Joint Credit Information Center, a credit assessment
institution, a trustee for asset securitization or a credit rating institution,
other institutions that provides outsourcing services to the Agent or the Bank
in accordance with the rules governing the outsourcing business promulgated by
the competent authorities, or other institutions or persons, such as CPA,
attorneys or real estate registration agent that provides services to the Agent
or the Bank, without requiring the separate consent of the Borrower, the
Guarantor or the relevant parties. However, the Agent and the Bank shall require
the above-mentioned institutions or persons to keep the relevant information
confidential.

16.8 During the valid term of this Facility, where the Borrower requests the
consent of a Bank in respect of an amendment of terms or exclusion of relevant
obligations in the event of occurrence of a 

46

major circumstance, the Borrower shall, at the time that each request is
submitted to the Agent: (a) pay the Agent a processing fee of Ten Thousand New
Taiwan Dollars (NTD10,000), and (b) pay each of the Banks a processing fee of
Ten Thousand New Taiwan Dollars (NTD10,000), irrespective of whether the request
is ultimately approved. The said fees shall be paid to the agent, and then be
distributed amongst the Banks by the Agent in accordance with relevant
provisions of this Agreement.

ARTICLE 17 GOVERNING LAW

This Agreement shall be governed by the laws of the Republic of China. Any
matters not fully stipulated within this Agreement shall be in accordance with
relevant laws of the Republic of China.

ARTICLE 18 JURISDICTION

All of the parties agree that in the event of litigation arising from this
Agreement, the Taipei District Court of Taiwan may have jurisdiction as the
court in the first instance, provided that this article does not preclude any
rights of the Agent or the Banks to undertake any other legal proceedings
against the Borrower in any other courts in pursuit of repayment.

PARTIES:
BORROWER:   Amkor Technology Taiwan
Chairman: /s/ Kenneth T. Joyce

COORDINATING ARRANGER, AGENT AND BANK:
Chinatrust Commercial Bank
Authorized Signatory: /s/ Authorized Signatory

COORDINATING ARRANGER AND BANK:
Ta Chong Commercial Bank
Authorized Signatory: /s/ Authorized Signatory

47

HSINCHU INTERNATIONAL BANK:

/s/ Authorized Signatory
------------------------
Authorized Signatory

CHANG HWA BANK:         
/s/ Authorized Signatory
------------------------
Authorized Signatory

FIRST COMMERCIAL BANK:
/s/ Authorized Signatory
------------------------
Authorized Signatory

SHANGHAI COMMERCIAL AND SAVING BANK:
/s/ Authorized Signatory
------------------------
Authorized Signatory

CHINA UNITED TRUST AND INVESTMENT 
CORPORATION: 
/s/ Authorized Signatory
------------------------
Authorized Signatory

TAICHUNG COMMERCIAL BANK:
/s/ Authorized Signatory
------------------------
Authorized Signatory

HWATAI COMMERCIAL BANK:
/s/ Authorized Signatory
------------------------
Authorized Signatory

FUHWA COMMERCIAL BANK:
/s/ Authorized Signatory
------------------------
Authorized Signatory

48

EXHIBIT 99.5
LETTER OF GUARANTEE
(THE "GUARANTEE")

TO: CHINATRUST COMMERCIAL BANK, LTD.
as facility agent (the "Agent")
for the banks referred to in the
Loan Agreement (defined below) and
in its capacity as a joint and
several creditor

Date: November 30, 2005

Gentlemen:

The undersigned,  AMKOR  TECHNOLOGY,  INC., is a company  organized and existing
under the law of the State of  Delaware,  with its  registered  offices  at 1900
South Price Road, Chandler, Arizona 85248, U.S.A. (the "Guarantor").

Reference  is  made to that  certain  NT$  1,840,000,000  Syndicated  Term  Loan
Agreement, dated as of November 30, 2005 (the "Loan Agreement"), entered into by
and among AMKOR TECHNOLOGY  TAIWAN,  LTD., a company organized under the laws of
the Republic of China("R.O.C.") with its registered office at No.1 Kao-Ping Sec.
Chung-Feng  Rd.,  Lungtan  County,   Taoyuan  Hsien  325,  Taiwan,  R.O.C.  (the
"Borrower"),  the Agent and the Banks as lenders  and such other  parties  named
therein.

In  consideration of the Banks' and the Agent's entering into the Loan Agreement
and agreeing to advance the loans to the Borrower,  the Guarantor hereby, to the
greatest extent permitted by applicable law, agrees and undertakes as follows:

1. GUARANTEE. (a) Obligations. The Guarantor hereby irrevocably,  absolutely and
unconditionally,  jointly and severally with the Borrower,  as a primary obligor
and not merely as a surety, guarantees the due, punctual and full payment of all
indebtedness  and obligations of the Borrower under the Loan Agreement,  whether
for principal,  interest, fees or otherwise,  including, without limitation, all
costs and expenses of  enforcement  or  preservation  of the rights of the Banks
under or pursuant to the Loan  Agreement when an Event of Default (as defined in
the Loan  Agreement)  has

- 1 -

occurred and is continuing (for purposes of this Guarantee, the "Obligations").

(b)  Payment.  In the event of  non-payment  by the  Borrower of any of the
Obligations when due, whether by acceleration or otherwise, the Guarantor shall,
immediately on demand,  pay the same to the Agent (for the account of the Banks)
in New Taiwan Dollars ("Payment  Currency"),  in immediately available funds, to
the account of the Bank (account  No.107118509008)  with  Chinatrust  Commercial
Bank,  Ltd. in Taipei,  Taiwan,  R.O.C.  or to such other account and/or in such
other   place   as  the   Bank   may   designate   with   notification   to  the
Guarantor("Payment  Place"),  together  with  interest  thereon from the date of
demand to the date of actual  payment  thereof at the default  interest  rate as
specified  in the Loan  Agreement,  free and  clean of and  without  set-off  or
deduction for taxes or otherwise.  A certificate from the Agent as to the amount
of any of the Obligations due and unpaid and as to the applicable interest rate,
in the absence of manifest  error,  shall be conclusive as against the Guarantor
and the Banks.

(c) Taxes.  Any and all  payments to be made by the  Guarantor to the Agent
with  respect to the  Obligations  shall be made free and clear of, and  without
deduction  for,  any  present or future  taxes or charges,  whenever  imposed by
withholding  or  otherwise,  all of which taxes,  deductions or charges (if any)
shall be borne and paid by the Guarantor.  If the Guarantor 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  Agent  receives  an amount  equal to the sum it would  have
received had no such  deductions  been made,  (ii) the Guarantor shall make such
deductions  and (iii) the  Guarantor  shall pay the full amount  deducted to the
relevant  taxation  authority or other  authority in accordance  with applicable
law.

(d) Payment Currency. The Guarantor acknowledges that the Obligations shall
be paid in the Payment  Currency (New Taiwan  Dollars) and may not be discharged
by an amount  paid in currency  other than the Payment  Currency or in any place
other than the Payment Place,  whether  pursuant to a judgment or otherwise,  to
the extent that the amount so paid on prompt  conversion to the Payment Currency
and transfer to the Payment  Place,  under normal banking  procedures,  does not
yield the amount of the Payment  Currency due in the Payment Place. In the event
that any payment, whether pursuant to a judgment or otherwise, upon such

- 2 -

conversion  and  transfer,  does not  result in  payment  of such  amount of the
Payment  Currency  to the Payment  Place,  the Agent shall be entitled to demand
immediate  payment  of,  and shall  have a  separate  cause of action  for,  the
deficiency in respect of the payments  due. The  Guarantor  agrees that it shall
pay the sum due in the Payment Currency and, to the extent applicable,  shall be
solely  responsible to obtain all required  foreign  exchange or other approvals
required for the making of such payment.  Failure by the Guarantor to obtain any
such approval shall not relieve the Guarantor from its  obligations to make such
payment  in New  Taiwan  Dollars.  In the event the  Guarantor  places any other
currency with the Agent for purposes of payment hereunder,  such placement shall
not  constitute  payment for  purposes of  calculation  of interest or otherwise
unless and until the sum so deposited is converted to New Taiwan Dollars and the
Guarantor  shall  bear  all risk of  currency  fluctuation  between  the time of
placement and time of actual conversion and remittance thereof.

(e)  Application  of  Payments.  Notwithstanding  anything  herein  to  the
contrary,  payments by the Guarantor  hereunder  shall be applied to Obligations
and other sums  payable  hereunder in such order of priority as specified in the
Loan Agreement.

2. REPRESENTATIONS AND WARRANTIES.  The Guarantor hereby represents and warrants
to the Agent and the Banks that:

(a)  Corporation/Authorities.   (i)  The  Guarantor  has  full  powers  and
authorities  to own its  properties,  to  carry  on its  business  as now  being
conducted, and to execute, deliver and perform all of its obligations under this
Guarantee; (ii) the Guarantor is duly authorized to issue this Guarantee and has
taken  all  appropriate  and  necessary   corporate  actions  to  authorize  the
execution,  delivery and  performance  of this  Guarantee;  (iii) this Guarantee
constitutes  the  legal,   valid  and  binding   obligations  of  the  Guarantor
enforceable  against the Guarantor in accordance with the terms hereof;  or (iv)
the execution,  delivery and performance by the Guarantor of this Guarantee will
not  violate  any of  its  incorporation  documents  or any  provision  of  law,
regulation,  order,  judgment,  decree or award  applicable to the Guarantor and
will not result in a breach of, or  constitute  a default  under,  any  material
agreement  to  which  the  Guarantor  is a party  or by  which  it or any of its
property  may be bound and does not  require  any  shareholders  approval or any
approval or consent of any

- 3 -

trustee or holder of any indebtedness or obligations of the Guarantor.

(b)  Litigation.  Except for those  disclosed in the public filings made by
the  Guarantor  in  accordance   with   applicable   laws  and  regulations  and
specifically  delivered  to the  Agent  prior to the date  hereof  (the  "Public
Filings"),  as of the date hereof,  there are no actions,  suits or  proceedings
pending or threatened  against the Guarantor or its properties  before any court
or government agency which, if determined  adversely to the Guarantor,  would be
reasonably  expected  to  have a  material  adverse  effect  on the  Guarantor's
financial condition, properties or operations.

(c) Ranking of Credit. The Guarantor's  obligations hereunder rank at least
pari  passu  in  priority  of  payment  and  otherwise  with all  unsecured  and
unsubordinated  indebtedness of the Guarantor except for statutory liens arising
by operation of law in the ordinary course of business or those disclosed in the
Public Filings.

(d) Other Obligations.  The Guarantor is not in default under any agreement
to which it is a party or by which it may be bound,  a  default  in  respect  of
which would  reasonably  be expected  to have a material  adverse  effect on the
Guarantor's  financial  condition  or  operations  or its ability to perform its
obligations  hereunder.  As of the date hereof,  no Event of Default (as defined
under the Loan Agreement) has occurred.

(e) No Material  Adverse Change.  The audited  financial  statements of the
Guarantor as at and for the period ended  December 31, 2004,  and the  unaudited
financial  statements of the Guarantor as at and for the period ended  September
30, 2005,  copies of which have been  delivered  to the Agent,  are complete and
correct in all material  respects,  have been prepared in  accordance  with U.S.
generally  accepted  accounting  principles,  and fairly  present the  financial
condition and the results of  operations  of the Guarantor as of such date,  and
since the date of such financial statements,  there has been no material adverse
change in the financial  condition or results of  operations  of the  Guarantor,
except for those which have been disclosed in writing to the Agent (if any).

(f) Reliance.  No representation or warranty made by the Guarantor in or in
connection with this Guarantee or any

- 4 -

statement  in any  document  delivered  to the  Agent in  connection  with  this
Guarantee  contains any untrue  statement of material fact or omits any material
fact necessary to make such representation, warranty or document not misleading,
nor is any fact known to the Guarantor which may affect in a materially  adverse
manner  the  Guarantor's  ability  to  conduct  its  business  substantially  as
conducted  on the date of this  Guarantee.  The  foregoing  representations  and
warranties  are deemed to be made by the Guarantor by reference to the facts and
circumstances then existing on the date on which the Borrower requests a drawing
of the Loan ; provided,  that for the purposes of Clause 2(d) the  references to
financial  statements  shall  be  read as  references  to its  latest  financial
statements  delivered to the Agent pursuant to Clause 3(e) hereof. The Guarantor
acknowledges  that the Agent and the Banks  entered  into the Loan  Agreement in
reliance upon this Guarantee and the  representations  and warranties  contained
herein.

3. COVENANTS.  The Guarantor hereby unconditionally  undertakes and covenants to
the Agent that so long as any Obligations  remain  outstanding,  it shall act as
follows and carry out the following obligations:

(a) Existence. The Guarantor shall (i) maintain its corporate existence and
all licenses  necessary  for the conduct of its business and  operations  or the
ownership of its properties; (ii) comply with the requirements of all applicable
laws,  regulations,  requirements  and  orders of all  governmental  authorities
having  jurisdiction  over it, except where the failure to comply would not have
adverse effects on the business or financial  condition of the Guarantor;  (iii)
keep and  maintain  proper  books and records;  and (iv) pay and  discharge  all
taxes,  assessments  and  governmental  charges or levies imposed upon it or its
income,  profits  or  properties,  prior to the date on which  penalties  attach
thereto,  and all lawful claims which, if unpaid, might become a lien, charge or
encumbrance upon any of its properties, except for those where contested in good
faith and adequate  reserves  therefore have been established in conformity with
U.S. generally accepted accounting principles.

(b) Negative Covenants.  The Guarantor shall not, without the prior written
consent of the  Agent(for  and on behalf of the  Banks):(i)  change its business
nature or (ii)enter into any merger or consolidation or divide-up unless (A) the
Guarantor is the surviving entity of such a merger or consolidation  and (B)such
a merger or

- 5 -

consolidation  does  not  adversely  affect  or  impair  the  overall  financial
condition of the Guarantor or the Guarantor's ability to perform its obligations
hereunder.

(c)  Representations  and  Warranties.  The Guarantor shall ensure that the
representations and warranties contained in this Guarantee shall remain true and
correct at all times and,  except for those  expressly  otherwise  provided  for
herein, the representations and warranties made by the Guarantor under Article 2
hereof shall be deemed repeated on each Interest Payment Date (as defined in the
Loan Agreement).

(d)  Shareholding.  From time to time and at all times throughout the terms
of the Loan Agreement and this Guarantee,  the Guarantor  (i)shall  beneficially
own, directly and/or indirectly through its subsidiaries  and/or affiliates,  no
less than 96.3% of the total issued and  outstanding  shares of the Borrower and
(ii) shall maintain an effective management control over the Borrower.

(e) Financial Statements.  (i) Semi-Annual Statements.  Throughout the term
hereof,  within  ninety (90) days after the end of each fiscal  half-year of the
Guarantor, the Guarantor shall provide the Agent (for distribution to the Banks)
with copies of the Guarantor's  year-to-date  unaudited balance sheet (including
footnotes) for such half-year, including therein its balance sheet as of the end
of such fiscal  half-year  and statement of its income.  Each of such  unaudited
statements  shall be  prepared on a  consolidated)  basis,  and the  information
contained therein shall be presented in accordance with U.S.  generally accepted
accounting principles consistently applied.

(ii) Annual Statements.  Throughout the term hereof, within one hundred and
twenty  (120)  days  after the end of each  fiscal  year of the  Guarantor,  the
Guarantor shall provide the Agent(for  distribution to the Banks) with copies of
the  Guarantor's  annual  audited  report  (including  footnotes) for such year,
including  therein  its  balance  sheet  as of the end of such  fiscal  year and
statement of its income and statement of changes in shareholders'  equity.  Each
of such audited reports shall be prepared on a consolidated  basis and certified
by a creditable  independent  public  accounting  firm in  accordance  with U.S.
generally  accepted audit standards and the information  contained therein shall
be presented in accordance with U.S.  generally accepted  accounting  principles
consistently applied.

- 6 -

(iii)  Other  Information.   The  Guarantor  shall  provide  the  Agent(for
distribution to the Banks) with such other information  concerning the financial
condition,  operations  and assets of the  Guarantor  (to the extent it shall be
available to the public in accordance  with applicable laws or regulations or is
in public domain)as the Agent may, from time to time,  reasonably  request.  The
Guarantor  shall ensure that all such  information  provided by the Guarantor to
the Agent shall be true and correct in all material aspects.

(f) Other  Documents.  The Guarantor shall execute all such other documents
and instruments,  including negotiable  instruments,  and do all such other acts
and things as the Agent  reasonably  deems necessary or appropriate to carry out
the intent hereof.

4. WAIVERS.  The Guarantor  hereby waives (i)  diligence,  presentment,  demand,
protest and notice of any kind, (ii) any right of beneficium ordinis,  and (iii)
any  requirement  that the  Agent , any Bank,  its  assignees  or its  endorsees
exhaust any right to take any action against the Borrower, its properties or any
security, guarantee or support provided to the Agent or any Bank with respect to
the Obligations.

5.  CONSENT.  The  Guarantor  hereby  consents  (i) to any  extension of time of
payment of any Obligations and any other  indulgence which may be granted to the
Borrower by the Agent or any Bank; (ii) to any  modification or amendment of the
terms or  conditions  of the Loan  Agreement or any other  agreement or document
related thereto agreed by the Borrower;  and (iii) to any release,  modification
or  replacement  of  any  security,   guarantee  or  support  provided  for  the
Obligations.

6. NON-DISCHARGE.  Except for the Guarantor's payment of the Obligations in full
as provided for herein,  to the greatest extent permitted by the applicable laws
and regulations,  the Guarantor's  obligations hereunder shall not be discharged
or affected by any  circumstances  which might constitute a discharge or defense
(including, without limitation, the bankruptcy, composition or reorganization of
the Borrower) or the illegality, invalidity,  unenforceability, or any defect in
the  Obligations.  The

- 7 -

intention  of  the  Guarantor   being  that  this   Guarantee  is  absolute  and
unconditional in all circumstance.

7. AVOIDANCE OF PAYMENTS.  The Guarantor shall on demand  indemnify the Agent or
any Bank  against  any  funding  or  other  cost,  loss,  expense  or  liability
(including  loss of margin)  sustained or incurred by the Agent or any Bank as a
result  of  it  being  required  for  any  reason   (including  any  bankruptcy,
insolvency, winding-up or similar law of any jurisdiction) to refund all or part
of any  amount  received  or  recovered  by it in  respect  of any  part  of the
Obligations  payable by the Borrower or the Guarantor and shall in any event pay
to the Agent or such Bank on demand the amount so refunded by it.

8.  INDEMNITY.  As  separate,  independent  and  alternative  stipulations,  the
Guarantor hereby  unconditionally  and irrevocably agrees that any Obligation is
for any reason  (whether  or not now  existing  and  whether or not now known or
becoming  known to any party to the Loan  Agreement)  not  recoverable  from the
Borrower,  shall nevertheless be recoverable from the Guarantor as if it was the
sole  principal  debtor and shall be paid by it to the Agent( for account of the
Banks) on demand.

9.  SUBROGATION.  Until all of the Obligations shall have been paid in full, the
Guarantor  shall not take any action which would  prevent or interfere  with the
performance  by the Borrower of any of the  Obligations  and,  regardless of any
payment by the  Guarantor  hereunder,  any claims of the  Guarantor  against the
Borrower  shall not be subrogated to the claims of the Agent and the Banks;  nor
shall any lien or other  security  for or on  account  of the  granting  of this
Guarantee  become  enforceable by the Guarantor until the Obligations  have been
paid in full.

10.  SET-OFF.  In addition to and not limited by such other  rights as the Agent
and the Banks may have, each of the Agent and the Banks is hereby  authorized at
any time and from  time to time,  to  set-off  and  apply  any and all  deposits
(general or special, time or demand,  provisional or final) at any time held and
other  indebtedness  at any time  owing  by the  Agent or any Bank to or for the
credit or the account of the Guarantor ("Bank Obligations")  against any and all
of the  obligations  of the Guarantor  then due and payable under this Guarantee
irrespective  of whether or not the currency  thereof is the same and whether or
not the Agent or any Bank shall have made any demand  under this  Guarantee

- 8 -

and although the Bank Obligations may be unmatured (the Bank  Obligations  shall
be deemed to have matured upon any such set-off).  With respect to deposits with
a Bank, such Bank is authorized to terminate and withdraw such deposits, for and
on behalf of the Guarantor,  after occurrence of an Event of Default (as defined
in the Loan Agreement),  without regard to the original maturity  thereof.  Each
Bank  agrees  promptly  to  notify  the  Guarantor  upon  any such  set-off  and
application; provided, that the failure to give such notice shall not affect the
validity of such set-off and application.

11.  ENFORCEMENT COSTS. The Guarantor shall pay to the Agent (for account of the
Banks), on demand, any and all costs and expenses  (including without limitation
attorneys  fees)  incurred  by the  Agent  (for  account  of the  Banks)  in the
implementation, preservation and enforcement of any and all of the Banks' rights
and interests under this Guarantee including,  without limitation, the costs and
expenses arising from  participation in any bankruptcy,  reorganization  or like
proceedings,  together  with  interest  on such sums  calculated  at the default
interest rate applicable to the Obligations.

12.  ASSIGNMENT.  This  Guarantee  shall be binding upon the  Guarantor  and its
assigns and/or successors and shall inure to the benefit of the Agent, the Banks
and their  respective  successors  and assigns.  Each of the Agent and the Banks
may,  with the notice to but without the consent of the  Guarantor,  transfer or
assign this  Guarantee,  in whole or in part, to any person or entity holding or
acquiring  any  interest in the  Obligations.  The  Guarantor  may not assign or
otherwise transfer its rights or obligations hereunder without the prior written
consent of the Agent and all of the Banks.

13. AMENDMENT. This Guarantee shall not be amended or modified except by written
instrument  duly  signed by the Agent  (on and on behalf of the  Banks)  and the
Guarantor.

14. CONTINUING  GUARANTEE.  This Guarantee is a continuing guarantee for any and
all  Obligations and may not in any way be withdrawn,  terminated,  cancelled or
replaced  without the prior  written  consent of the Agent (for and on behalf of
the Banks).

- 9 -

15.  NOTICES.  Any  communication,  demand or notice to the  Guarantor  shall be
deemed duly and properly made or given if made or given in writing  delivered by
hand or mailed by  ordinary  registered  mail to the  Guarantor  at the  address
indicated after the Guarantor's  signature hereon below or at such other address
as the Guarantor may designate by notice to the Agent in writing.  Any notice to
the Agent shall be made in writing and  delivered to the address of the Agent as
set out  below.  Notices to the Bank shall be  effective  only upon the  Agent's
actual receipt thereof.

16. CUMULATIVE RIGHTS. The rights and remedies of the Agent under this Guarantee
shall be in addition to, and not exclusive of, any rights or remedies  which the
Agent has under the law or any other agreement or instrument.

17.  NON-WAIVER.  Any failure or delay on the part of any party hereto to insist
on  performance  of any  provision,  right,  power or  remedy  hereof  shall not
constitute a waiver  thereof or of any other  provision  herein  contained.  Any
waiver of any  provisions  hereof by the  Agent  shall be valid  only if made in
writing and shall be strictly limited to the extent expressly stated therein and
shall not constitute a waiver of any other provision hereof.

18.  GOVERNING LAW;  JURISDICTION.  (a) Governing  Law. This Guarantee  shall be
governed by, and  construed  in  accordance  with,  the laws of the State of New
York, U.S.A. (excluding the conflict of law provisions thereof).

(b) Jurisdiction.  The Guarantor hereby irrevocably consents that any legal
action or proceeding  against the  Guarantor or any of its  properties or assets
with  respect  to any of the  obligations  arising  under  or  relating  to this
Guarantee  may be brought in the Supreme  Court of State of New York,  County of
New York,  and/or in the United States District Court for the Southern  District
of New York, and/or the Taipei District Court in Taipei,  Taiwan, R.O.C., as the
Agent may  elect,  and the  Guarantor  hereby  waives any  objection,  including
without limitation,  any objection to the laying of venue or any objection based
upon the grounds of forum non conveniens,  which it may now or hereafter have to
the  bringing  of any action

- 10 -

or proceeding in any such court.  The  foregoing,  however,  shall not limit the
rights of the Agent and each Bank to bring any legal action or  proceeding or to
obtain execution of judgment in any other jurisdiction or court.

(c) Process Agent. The Guarantor agrees that the process by which any suit,
action  or  proceeding  is  begun  may be  served  on it by being  delivered  in
connection  with any  suit,  action or  proceeding  in New  York,  U.S.A.  to CT
Corporation System presently located at 1633 Broadway,  New York New York 10019,
U.S.A. as the Guarantor's agent for service of process ("Process Agent") for the
service of process in the State of New York and agrees and consents that process
in any suit,  action or proceeding may be served on it by delivering the same to
the Process Agent, at such address or at such other address in the City,  County
and State of New York at which the  Process  Agent is then  located.  Nothing in
this sub-Section shall affect the right of the Agent or the Banks to serve legal
process in any other manner or in any other jurisdiction permitted by law.

(d)  Waiver.  The  parties  hereto  waive any rights  they may have to jury
trial.

19. LANGUAGE AND HEADINGS.  This Guarantee and all notices,  demands,  requests,
statements or other communication to be made or given by the Guarantor hereunder
shall be in the English  language only.  Any documents  required to be delivered
pursuant to this  Guarantee  which are not in the  English  language  shall,  if
required by the Bank, be accompanied  by a certified (by the Guarantor)  English
language  translation  thereof  and in the  event of any  conflict  between  the
original of any  document  and the English  language  translation  thereof,  the
English  language  translation  shall,  to  the  greatest  extent  permitted  by
applicable laws and regulations, prevail. The headings in this Guarantee are for
convenience of reference only and shall not affect the construction hereof.

20.  SEVERABILITY.  If any  one or  more  of the  provisions  contained  in this
Guarantee is or shall become invalid,  illegal or  unenforceable  in any respect
under any  applicable  law, the  validity,  legality and  enforceability  of the
remaining  provisions  contained  herein  shall  not in any way be  affected  or
impaired thereby.

- 11 -

THE GUARANTOR:
AMKOR TECHNOLOGY, INC.

By: /s/ Kenneth T. Joyce
----------------------
Name:  Kenneth T. Joyce
Title: Chief Financial Officer
ADDRESS FOR NOTICES:
1900 South Price Road
Chandler, Arizona, 85248,
U.S.A.
TEL:(480)821-5000

Witness:

By: /s/ Joanne Solomon
------------------

ACCEPTED

THE AGENT:
CHINATRUST COMMERCIAL BANK, LTD.

By: /s/ Authorized Signatory
-------------------------
Name:
Title:
ADDRESS FOR NOTICES:
7F No.3 Sung-Shou Rd.
Taipei Taiwan R.O.C.
TEL: 2722-2002

- 12 -