exv10w2






Contract No: W57912302009001




AMKOR ASSEMBLY & TEST (SHANGHAI) CO., LTD.

(as Mortgagor)




and




China
Construction Bank Co., Ltd

Shanghai Waigaoqiao Free Trade Zone Sub-branch

(as Creditor)




 





REAL PROPERTY MORTGAGE AGREEMENT




 





Dated
20th Jan 2009




Shanghai




 









 





Content




	 	 	 	 	 	 	 	 	 
	 	1.	 	 	Definitions and Interpretations
	 	 	3	 
	 	2.	 	 	Principal Debt
	 	 	4	 
	 	3.	 	 	Mortgage
	 	 	4	 
	 	4.	 	 	Mortgagee’s Rights
	 	 	5	 
	 	5.	 	 	Representations and Warranty
	 	 	6	 
	 	6.	 	 	Mortgagor’s Undertakings and Covenants
	 	 	8	 
	 	7.	 	 	Insurance
	 	 	10	 
	 	8.	 	 	Disposal of Mortgaged Assets
	 	 	11	 
	 	9.	 	 	Waivers
	 	 	13	 
	 	10.	 	 	Force Majeure
	 	 	13	 
	 	11.	 	 	Effectiveness
	 	 	14	 
	 	12.	 	 	Assignment and Amendment
	 	 	14	 
	 	13.	 	 	Release of Mortgage and Termination
	 	 	14	 
	 	14.	 	 	Notices
	 	 	15	 
	 	15.	 	 	Governing Law and Jurisdiction
	 	 	15	 
	 	16.	 	 	Counterparts
	 	 	16	 
	 	17.	 	 	Miscellaneous
	 	 	16	 
	Schedule 1	 	 	18	 
	Schedule 2	 	 	19	 






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THIS AGREEMENT is made on 20th Jan, 2009 in Shanghai BETWEEN:





	(1)	 	AMKOR ASSEMBLY & TEST (SHANGHAI) CO., LTD. (the “Mortgagor”), as mortgagor; and
	 
	(2)	 	China Construction Bank Co.;Ltd Shanghai Waigaoqiao Free Trade Zone Sub-branch (the
“Creditor”), as creditor.





WHEREAS





	(1)	 	The Mortgagor (as the “Borrower”) has entered into the Facility Agreement number W57912302009001
USD50,000,000 Working Capital Facility Agreement (“Facility Agreement”) with the Creditor (as
the “Lender”) prior to the execution of this Agreement whereunder the Creditor have agreed to
grant to the Mortgagor a working capital loan in an amount of USD50,000,000;
	 
	(2)	 	As a condition precedent to the drawdown under the Facility Agreement, the Mortgagor shall
enter into this Agreement with the Creditor.




IT IS AGREED as follows:





	1.	 	Definitions and Interpretations






	 	1.1	 	In this Agreement, the following expressions shall, except otherwise defined
herein, have the following meanings:
	 
	 	 	 	“Site” means the site located in 111, Yinlun
Road, Pu Dong, Waigaoqiao Free Trade Zone District, Shanghai with
an area of 171347 square meters. See Schedule 1 hereof for more details.
	 
	 	 	 	“Facility Agreement” means the USD50,000,000 working capital facility agreement
numbered as W57912302009001 entered into by and between the Mortgagor (as the “Borrower”)
and the Creditor (as the “Lender”) on January 20th, 2009.
	 
	 	 	 	“Mortgaged Assets” means the use right of the stated-owned land, the premises and
other attachments on the land which locates in Shanghai, is owned by the Mortgagor and
is recorded in the “Shanghai Real Property Certificate” numbered as HuFangDi(PU)Zi(2004)#110185, HuFangDi(PU)Zi(2004)#110184, HuFangDi(PU)Zi(2004)110183, HuFangDi(PU)Zi(2004)110166,
HuFangDi(PU)Zi(2004)110182, HuFangDi(PU)Zi(2004)110172, HuFangDi(PU)Zi(2004)110181, HuFangDi(PU)Zi(2004)110180, HuFangDi(PU)Zi(2004)110159, HuFangDi(PU)Zi(2004)110186, HuFangDi(PU)Zi(2004), and the
relevant mortgage registration formalities of which have been completed.
	 
	 	 	 	“Real Property” means the Site and the Mortgagor’s Buildings built on the Site;





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	 	 	 	“Real Property Certificate” means the “Shanghai Real Property Certificate” numbered as
HuFangDi(PU)Zi(2004)#110185, HuFangDi(PU)Zi(2004)#110184, HuFangDi(PU)Zi(2004)110183, HuFangDi(PU)Zi(2004)110166,
HuFangDi(PU)Zi(2004)110182, HuFangDi(PU)Zi(2004)110172, HuFangDi(PU)Zi(2004)110181, HuFangDi(PU)Zi(2004)110180, HuFangDi(PU)Zi(2004)110159, HuFangDi(PU)Zi(2004)110186, HuFangDi(PU)Zi(2004) issued by Shanghai Housing and Real Estate Administration Bureau or other
government authorities that may from time to time in charge of the issuance of such
certificates, evidencing the Mortgagor’s ownership right over the Buildings and its
right to use the related lands. See Schedule 2 hereof for more details;
	 
	 	 	 	“Buildings” means any buildings and premises owned by the Mortgagor on the Site;
	 
	 	 	 	“Land Use Right” means the land use right in relation to the Site as detailed in
the Real Property Certificate;
	 
	 	 	 	“Property Documents” means all deeds, certificates, agreements and other documents
constituting or evidencing the ownership right or other related rights or interests of
the Mortgagor to all or any part of the Real Property, including but not limited to
all the construction contract, the certificate of examination and approval for
completion and the Real Property Certificates; and
	 
	 	1.2	 	Except as otherwise defined herein or to the extent that the context otherwise
requires, capitalized terms used in this Agreement shall have the same meaning as
defined in the Facility Agreement.
	 
	 	1.3	 	Headings of Clauses and Schedules are for reference only and shall be ignored in
construing Clauses and Schedules.






	2.	 	Principal Debt






	 	 	The principal debt (hereinafter referred to as the “Principal Debt”) secured by this
Agreement is the debt owed by the Mortgagor to the Creditor due to the advance of the Loans
by the Creditor to the Mortgagor under the Facility Agreement, including all principal of
such Loans and interest accrued thereon and any other amount which shall be paid by the
Mortgagor to the Creditor for the advance of the Loans under the Facility Agreement.






	3.	 	Mortgage






	 	3.1	 	The Mortgagor agrees to mortgage to the Creditor the Real Property as a security
for the Principal Debt.
	 
	 	3.2	 	The Mortgagor agrees that the indebtedness secured by the mortgage hereunder
shall include the Principal Debt and all fees, expenses and 




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	 	 	 	losses incurred to the
Creditor for the formation and realization of their rights hereunder.






	 	3.3	 	The Mortgagor shall within 30 days after the execution of this Agreement submit
this Agreement and other documents necessary to the Housing and Real Estate
Administration Bureau of Shanghai PuDong District for registration of the mortgage of
the Real Property. The original Shanghai Real Property Registration Certificate shall be
held by the Creditor. The Creditor agrees to assist, in accordance with relevant laws
and regulations, the Mortgagor in going through such mortgage registration formalities.
	 
	 	3.4	 	Unless otherwise agreed between the Mortgagor and the Creditor, all proceeds
received by the Mortgagor as indemnity, claims or compensation in relation to the
Mortgaged Assets shall be deposited into an account designated by the Creditor as
Mortgaged Assets. Such proceeds may not be used by the Mortgagor or any other third
party for any purpose or by any means with the exception that such proceeds may be used
in accordance with Clause 8.1(1) and the Creditor may use any insurance proceeds in
accordance with Clause 7. This Clause does not prohibit the Creditor from disposing the
indemnity obtained under any insurance in accordance with other provisions of the
Facility Agreement.
	 
	 	3.5	 	Unless otherwise provided herein and permitted by law, the Mortgaged Assets shall
remain under the custody of the Mortgagor and the Mortgagor may use the Mortgaged
Assets. Any damage to or loss of the Mortgaged Assets within the term of this Agreement
shall be borne by the Mortgagor.
	 
	 	3.6	 	Unless otherwise provided herein or otherwise agreed by the Creditor after the
execution of this Agreement, the mortgage hereunder may not be released unless the
Principal Debt has been fully paid and all fees and expenses incurred to the Creditor
for the formation and realization of the mortgage hereunder have been satisfied.






	4.	 	Mortgagee’s Rights






	 	4.1	 	The Creditor shall have the following rights in relation to the Mortgaged Assets
under this Agreement:






	 	(1)	 	The Creditor shall have the first priority mortgage over the
Mortgaged Assets and may dispose the Mortgaged Assets in accordance with laws and
this Agreement;





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	 	(2)	 	The Creditor shall have the priority in receiving payment out of
the funds deposited into the account designated by the Creditor in accordance with
Clause 3.4 for the satisfaction of their rights against the Mortgagor;
	 
	 	(3)	 	The Mortgagor hereby irrevocably authorizes the Creditor to
exercise its rights or perform its obligations under any land use right grant
contract, land use right transfer contract, the Real Property Certificate or any
of the Construction contract on behalf of the Mortgagor or, where permitted by
law, in the name of the Creditor, if the Mortgagor neglects to exercise such
rights or perform such obligations to the extent that, according to the
Creditor’s reasonable and objective judgement, the Mortgagor’s ability to perform
its obligations under the Finance Documents will be affected;
	 
	 	(4)	 	The Creditor may, on condition that Mortgager’s business should not
be affected, by prior notice to the Mortgagor, inspect the conditions of the
Mortgaged Assets; and
	 
	 	(5)	 	The Creditor may hold the original Shanghai Real Property
Registration Certificate issued by the relevant real property registration bureau
in relation to the mortgage hereunder.






	 	4.2	 	The Creditor shall not in any case be held liable for any of the obligations
(including but not limited to those under the Property Documents) of the Mortgagor in
relation to the Mortgaged Assets.
	 
	 	4.3	 	The mortgage hereunder is in addition to and shall not in any way be prejudiced
by any other security which the Creditor obtained or will obtain. The Creditor may
execute the mortgage hereunder before claiming any other security.






	5.	 	Representations and Warranty
	 
	 	 	The Mortgagor represents and warrants to the Creditor on the date hereof (save that all
representations and warrants in relation to the Mortgaged Assets listed in Schedule 1 hereof
shall be deemed made on the date of obtaining the relevant Real Property Certificate) and
acknowledges that the Creditor executes this Agreement on reliance on such representations
and warranty:






	 	(1)	 	it is a wholly foreign owned enterprise duly established under applicable laws
and regulations of the PRC;
	 
	 	(2)	 	all corporate authorizations necessary for its execution of this Agreement 




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	 	 	 	and the performance of its obligations hereunder have been obtained and
the person who signs this Agreement on behalf of the Mortgagor has the authorization
to sign this Agreement. The execution of this Agreement and the performance of its
obligations hereunder do not violate any laws or regulations;






	 	(3)	 	it has full and unrestricted legal rights in relation to the Mortgaged Assets
except for those restriction created by this Agreement. The mortgage hereunder
constitutes the first legal mortgage over the Mortgaged Assets after all statutory
formalities have been finished;
	 
	 	(4)	 	the Property Documents signed or obtained by the Mortgagor are legal and valid
and the Mortgagor is not in default under any Property Document and has not obtained any
Property Document in illegal ways;
	 
	 	(5)	 	it has not created any preferential interest on the Real Property and any of its
rights or interests under all or any of the Property Documents for any third party other
than those it has disclosed to the Creditor in writing before the execution of this
Agreement;
	 
	 	(6)	 	it has fully and promptly satisfied all legal requirements and carried out all
necessary registration, approval, filing and consent procedures required by laws in
relation to the Mortgaged Assets, so as to enable itself to execute this agreement and
perform its obligations hereunder and enable the Creditor to exercise their rights
hereunder, except for the registration of the mortgage hereunder with the Housing and
Real Estate Administration Bureau of Shanghai PuDong District;
	 
	 	(7)	 	all acts, conditions and things required to be done, fulfilled and performed have
been done, fulfilled and performed in order to enable it lawfully to enter into this
Agreement, to ensure that the obligations expressed to be assumed by it in this
Agreement are legal, valid and binding, to make the rights of the Creditor enforceable
in the PRC save for the registration of the mortgage hereunder with the Housing and Real
Estate Administration Bureau of Shanghai PuDong District;
	 
	 	(8)	 	the performance and enforcement of this Agreement do not conflict with any laws
applicable to the Mortgagor, or any document executed by the Mortgagor;
	 
	 	(9)	 	no civil or criminal action or administrative proceedings is started or , to the
best of its knowledge, threatened in relation to the Mortgaged Assets on the date hereof
and no withdrawal or confiscation of the Real Property by the state has occurred or, to
the best of its knowledge, threatened;





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	 	(10)	 	all taxes and fees due and payable in relation to acquiring of the legal
ownership of the Mortgaged Assets have been paid and all legal procedures and
formalities need to be completed in relation to such Real Property have been completed;
	 
	 	(11)	 	all taxes due and payable have been paid.
	 
	 	(12)	 	except those that have been exposed to the Creditor according to this Agreement
and approved by the Creditor, neither a contractor nor any third party has any statutory
or contractual preferential interest or leasing right in relation to the Mortgaged
Assets.
	 
	 	(13)	 	it has paid all land use right fees payable under the relevant land use right
grant contract and land use right transfer contract; and
	 
	 	(14)	 	the provisions hereunder reflect the genuine intention of the Mortgagor and shall
be binding on it.






	6.	 	Mortgagor’s Undertakings and Covenants






	 	6.1	 	Positive Undertakings and Covenants






	 	(1)	 	The Mortgagor hereby undertakes to legally and promptly perform its
obligations under the land use right grant contract, the land use right transfer
contract, the construction contract (if any) and the Real Property Certificate in
relation to the Site, including but not limited to its obligation to pay all
fees, prices, taxes and other sums payable.
	 
	 	(2)	 	The Mortgagor covenants that it will comply with the provisions of
the land use rights grant contract, the land use right transfer contract, the
construction contract (if any) and any other Property Documents in relation to
the site and comply with the stipulations in PRC laws in relation to the
Mortgaged Assets.
	 
	 	(3)	 	The Mortgagor hereby undertakes that it will promptly inform the
Creditor of any building, enhancement, expansion, rebuilding and maintenance of
the Mortgaged Assets or any change to, withdraw or extension of the Real Property
Certificate and take any measures, including but not limited to carrying out all
necessary formalities and obtaining all necessary approvals and certificates, to
prevent the rights of the Creditor under this Agreement from being impaired.
	 
	 	(4)	 	The Mortgagor will go through the relevant mortgage formalities (in




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	 	 	 	necessary) in relation to any new Property Documents in respect of
the Real Property so as to make the mortgage hereunder covers the rights and
interests of the Mortgagor under such Property Documents.






	 	(5)	 	The Mortgagor hereby undertakes that it will fully comply with all
legal requirements in respect of the Mortgaged Assets and carry out all necessary
formalities for any registration, approval, filing or consent.
	 
	 	(6)	 	The Mortgagor hereby undertakes that it will promptly pay any
payable fees, charges and taxes in relation to the Mortgaged Assets and deliver,
if requested by the Creditor, copies of receipt or other evidence of the payment
to the Creditor.
	 
	 	(7)	 	The Mortgagor hereby undertakes that it will, within seven (7)
business days after the occurrence or its awareness of the possibility of any
event that may materially effect the Mortgagor’s ability to provide security,
including any change of any part of the layout of the Mortgaged Assets as per the
requirement of the agency of the government, any seizure or execution of the
Mortgaged Assets, any material damage to or any decrease in the value of or the
destroy of the Mortgaged Assets, inform the Creditor of such event in writing.
	 
	 	(8)	 	The Mortgagor hereby undertakes to provide the Creditor with copies
of all notices to or from all relevant government authorities relating to the
Mortgaged Assets within fourteen (14) days of the service of such notices and
comply with all governmental requirements and notices in respect of the Mortgaged
Assets.
	 
	 	(9)	 	The Mortgagor hereby undertakes that it will fully exercise its
rights under any land use right grant contract, land use right transfer contract,
construction contract, contract for house breaking and movement and contract for
confiscation (if any) and take all reasonable measures (including but not limited
to litigation) at its own expense for the smooth exercise thereof.
	 
	 	(10)	 	The Mortgagor shall in accordance with the Creditor’s request
implement any reasonable and legal instructions given by the Creditor in relation
to realization of any rights or interests of the Creditor under this Agreement,
issue any notices in relation hereto which the Creditor may require; execute, as
the Creditor may so request, any documents required by any applicable laws for
the purpose of perfecting the rights and interests of the Creditor




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	 	 	 	hereunder.






	 	6.2	 	Negative Undertakings and Covenants






	 	(1)	 	The Mortgagor hereby undertakes that it will at no time during the
term of this Agreement unless otherwise required by law or it has obtained prior
written consent of the Creditor and has fulfilled the conditions (if any)attached
to such consent:






	 	(i)	 	waive any of its rights under any land use right grant
contract, land use right transfer contract, construction contract, contract
for house breaking and movement in relation to the Site and Contract for
confiscation in relation to the Mortgaged Assets (if any);
	 
	 	(ii)	 	delay to pay any construction costs, which may cause
the relevant contractor be provided with a right of priority in accordance
with Article 286 of the Contract law of the PRC;
	 
	 	(iii)	 	build any new buildings, premises, structures and
related facilities on the Site, or build, enhance, expand, rebuild or
demolish the Real Property, or unreasonably change the Real Property’s
structure ,except for such transaction where the amount dose not exceed
us$1,000,000 for any transaction or us$5,000,000 in the aggregate for any
year; or
	 
	 	(iv)	 	apply all or any part of the Mortgaged Assets to any
usage other than these specified in the land use right grant contract, land
use right transfer contract (if any) or the Real Property Certificate.






	 	(2)	 	The Mortgagor hereby undertakes that it will not, without the prior
written consent of the Creditor, mortgage any property as a consequence of any
building, enhancement, expansion, rebuilding or maintenance in relation to the
Mortgaged Assets to any third party.
	 
	 	(3)	 	The Mortgagor hereby undertakes that it will not, without the prior
written consent of the Creditor , enter into any document which may impair the
Creditor’s mortgage rights hereunder.






	7.	 	Insurance






	 	7.1	 	The Mortgagor shall, before the first drawdown date, effect insurance for the
Relevant Mortgaged Assets with one or more insurance company admissible to the Creditor
with the Creditor being the first priority 




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	 	 	 	beneficiary. Such insurance shall be adequate and shall include but not
limited to real property risk with the Creditor as the first priority beneficiary.
The Mortgagor shall pay the relevant insurance premium and deliver the relevant
original insurance policies to the Creditor.






	 	7.2	 	The insurance premium and the fees and expenses in relation to the above
insurance shall be borne by the Mortgagor. The Mortgagor shall always pay insurance
premium in time and shall not suspend, cancel or terminate any insurance before the
Principal Debt and any cost incurred to the Creditor for the formation and realization
of the Mortgage hereunder has been fully paid. Otherwise, the Creditor may pay such
insurance premium or effect insurance on behalf of the Mortgagor and the Mortgagor shall
indemnify the Creditor of all such insurance premium and the interest accrued thereon
(the applicable interest rate shall be the base rate published by the People’s Bank of
China for loan of a comparable duration). The Creditor may draw the above amount
directly from the account of the Mortgagor. If the fund in the said account is
insufficient, the Mortgagor shall pay the Creditor the above amount and the interests
accrued thereon upon the receipt of the written notice given by the Creditor.
	 
	 	7.3	 	Unless the Creditor otherwise notifies the Mortgagor and the respective insurer
in writing, all insurance proceeds or other amount relating to the Insurance (referred
to as “Proceeds” in this Clause 7) paid by the insurer in relation to the Mortgaged
Assets shall be remitted into an account designated by the Creditor.
	 
	 	7.4	 	The Mortgagor shall, if it intends to use any Proceeds to repair or to purchase
new equipments to replace the damaged Mortgaged Assets, where the amount per transaction
exceeds us$1,000,000(including us$1,000,000),after the remittance of such Proceeds into
the above account, promptly deliver to the Creditor a report stating its intention and,
if requested by the Creditor, provide the Creditor with detailed information of such
purchase or repair. Where the Creditor consent to such purchase or repair, the
Mortgagor may draw such Proceeds together with the interest accrued thereon and apply
the same to the purposes set out in the report.






	8.	 	Disposal of Mortgaged Assets




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	 	8.1	 	If any principal or interest amount due and payable under the Facility
Agreement is not paid by the Mortgagor on its due date, or any other fee due and
payable is not paid by the Mortgagor within ten (10) business days of its due date,
the Creditor shall, within the scope permitted by applicable laws, as long as any
such amounts remain unpaid, immediately be given the following rights in relation to
the Mortgaged Assets and may authorized the Creditor to exercise such rights in
accordance the stipulation of laws in the name of the Mortgagor or in its own name:






	 	(1)	 	to apply the funds deposited into the relevant account as per clause
3.4 hereof to the payment of all sums due and payable in the order set out in
clause 8.3 hereof;
	 
	 	(2)	 	to reasonably take possession of and manage the Mortgaged Assets,
including take possession and collect rents and other benefit of the Mortgaged
Assets;
	 
	 	(3)	 	to negotiate with the Mortgagor to apply the Mortgaged Assets
directly to the repayment of the Principal Debt or to be paid by the proceeds from
the auction or sale of the Mortgaged Assets;
	 
	 	(4)	 	to settle, compromise, refer to litigation or arbitration or other
proceedings in relation to any dispute, demand or claim relation to the Mortgaged
Assets; and
	 
	 	(5)	 	any other rights conferred to the Mortgagor in relation to the
Mortgaged Assets.






	 	8.2	 	The Creditor may by prior written notice to the Mortgagor, appoint any third
party it think fit to exercise the rights conferred to the Creditor in clause 8.1.
	 
	 	8.3	 	All proceeds received by the Creditor or any other agent appointed by the
Creditor as a result of execution the rights under clause 8.1 shall be applied in the
following order:






	 	(1)	 	in payment of all fees and expenses and taxes arising from the
formation and realization of the Mortgage hereunder, including but not limited to
all fees and expenses arising from the Creditor’s or its agents’ enforcement of
the rights under clause 8.1;





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	 	(2)	 	in payment of all fees and expenses and taxes due and payable by
the Mortgagor under the Facility Agreement;
	 
	 	(3)	 	in payment of the loan principal due and payable by the Mortgagor
under the Facility Agreement;
	 
	 	(4)	 	in payment of all penalty interest and interest due and payable by
the Mortgagor under the Facility Agreement;
	 
	 	(5)	 	in payment of the surplus to the Mortgagor or to its order.






	 	8.4	 	The Mortgagor hereby irrevocably authorizes the Creditor to exercise the rights
under clause 8 in the name of the Mortgagor at any time when any amount due and payable
under the Facility Agreement is not paid in time and acknowledges that the Creditor or
any other agent or representative appointed by the Creditor under this Agreement shall
not be liable for any losses of, damage to or decrease in value of the Mortgaged Assets
unless such losses, damage or decrease is caused by the wilful misconduct or gross
negligence of the Creditor or such other agent or representative.
	 
	 	8.5	 	If the proceeds received by the Creditor or any other agent appointed by the
Creditor by disposing the Mortgaged Assets in accordance with this Clause 8 cannot fully
repay the Principal Debt and all fees and expenses incurred by the Creditor and such
other agent, the Creditor may further claims against the Mortgagor.






	9.	 	Waivers
	 
	 	 	No failure to exercise, nor any delay in exercising any right or remedy under the this
Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any
right or remedy prevent any further or other exercise thereof or the exercise of any other
right or remedy. The rights and remedies provided herein are cumulative and not exclusive of
any rights or remedies provided by law;
	 
	10.	 	Force Majeure
	 
	 	 	Without prejudice to the effectiveness of this Agreement and any Facility Agreement, the
effectiveness of this Agreement is affected by or the disposal of 




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	 	 	the Mortgaged Assets becomes illegal or impossible due to any amendments to
or any new interpretation of any laws or regulations or an change in the registration
procedures, the Mortgagor shall upon the written request directly or indirectly take measures
to sign contracts and mortgage documents or take any other actions reasonably required by the
Creditor to push forward the above measures so as to maintain the effectiveness of this
Agreement and/or to facilitate the disposal of the Mortgaged Assets in accordance with this
Agreement.
	 
	11.	 	Effectiveness






	 	11.1	 	This Agreement shall be independent of the Facility Agreement. If the Facility
Agreement becomes wholly or partially invalid, the validity of this agreement will not
be affected.
	 
	 	11.2	 	The invalidity, illegality or unenforceability of any such provision shall not
affect or impair the validity, legality or enforceability of any of the remaining
provisions hereof or affect the rights of the Creditor conferred by the laws.
	 
	 	11.3	 	The Schedule hereto constitute an integral part of this Agreement and both the
schedule and this Agreement shall be equally effective.






	12.	 	Assignment and Amendment






	 	12.1	 	If any Creditor assigns all or any part of its rights under any Facility
Agreement, such Creditor may assign all or the appropriate portion of its rights
hereunder. The Creditor and the Mortgagor shall carry out the relevant amendment
formalities (if necessary) and the Mortgagor shall not be responsible for any expenses
so occurred.
	 
	 	12.2	 	No provision hereof may be amended, waived, discharged or terminated, except by
an instrument in writing and signed by all the parties hereto.






	13.	 	Release of Mortgage and Termination






	 	13.1	 	This Agreement shall not be terminated unless the Principal Debt has been fully
paid and all fees, costs and losses incurred by the Creditor or the Creditor for the
formation and realization of the mortgage hereunder have been satisfied.
	 
	 	13.2	 	After the termination of this Agreement, the Creditor may upon the request of the
Mortgagor, issue an evidence for the consent to release of the 




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	 	 	 	mortgage hereunder so as to facilitate the Mortgagor’s effecting of the mortgage release formalities. The
Mortgagor shall bear all fees arising therefrom.






	14.	 	Notices






	 	14.1	 	Each notice, demand or other communication to be given or made under this
document shall be in writing and, unless otherwise stated, shall be made by personal
delivery, facsimile, telex or letter.
	 
	 	14.2	 	Any communication or document to be made or delivered by one person to another
pursuant to this Agreement shall (unless that other person has by five (5) days’ written
notice to another specified another address) be made or delivered to that other person
at the address identified in the execution pages with respect to such person (or, in the
case of a Transferee, at the end of the Transfer Agreement to which it is a party as
Transferee) and shall be deemed to have been made or delivered when receipt is confirmed
by the recipient (in the case of any communication made by fax or telex) or (in the case
of any communication made by personal delivery or letter) when left at that address or
(as the case may be) ten (10) days after being deposited in the post postage prepaid in
an envelope addressed to it at that address.
	 
	 	14.3	 	The Mortgagor authorizes the Creditor to notify Amkor Technology Inc. of any
communication delivered by the Creditor during the term of this agreement in any manner
satisfactory to the Creditor(“Authorized Notice”). The Creditor shall have the right,
but not be obliged, to make such Authorized Notice, and shall not be responsible for any
liability, consequence arising from the Authorized Notice. The Mortgagor shall reimburse
the Creditor any loss and cost suffered by the Creditor for the Authorized Notice. For
the purpose of making due Authorized Notice, the Mortgagor shall promptly notify the
Creditor any material change of its equity structure in writing.
	 
	 	14.4	 	Each notice, demand or other communication and any other documents required to be
delivered hereunder shall be in Chinese.






	15.	 	Governing Law and Jurisdiction






	 	15.1	 	This Agreement shall be governed by, and shall be construed in accordance with,
the law of the PRC.
	 
	 	15.2	 	Each party hereto shall negotiate in good faith with other parties hereto to
resolve any dispute arising from this Agreement. In the event that no 




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	 	 	 	mutually satisfactory resolution is reached any party may submit the dispute to the competent
courts of the place where the Creditor domiciles.






	16.	 	Counterparts
	 
	 	 	This Agreement is written in Chinese and English, each in six originals. Mortgagor shall
hold two original of each of the English and Chinese versions and each Mortgagee shall
hold three original(s) of each of the English and Chinese versions,
one original of each
of the English and Chinese versions shall be submitted to each Registration Authority for
the purpose of registration. Each original shall be equally binding and effective.
	 
	17.	 	Miscellaneous
	 
	 	 	This Agreement is executed in Chinese and English. Any amendment to this Agreement shall be
made in Chinese and English. If any discrepancy should occur between the Chinese and English
versions, the Chinese version shall prevail. This Agreement shall come into effect upon the
signing and chopping of this Agreement by the authorized person of each party.





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IN WITHNESS HEREOF, each of the parties hereto has caused this Agreement to be executed by its duly
authorized representative on the date first above written.




	 	 	 	 	 
	Mortgagor


AMKOR ASSEMBLY & TEST (SHANGHAI) CO., LTD.

 	 	 
	/s/ Joanne Solomon	 	 
	By


Address:

Zip Code:

Tel:

Fax:

Attn: 	 	 



	 	 	 	 	 
	Creditor



China Construction Bank Co.;Ltd


Shanghai Waigaoqiao Free Trade Zone Sub-branch

 	 	 
	/s/ YongQin Shen	 
	By

Address:

Zip Code:

Tel:

Fax:

Attn: 	 



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Schedule 1




Particulars Of Mortgage





	1.	 	Mortgagor: AMKOR Assembly & Test (Shanghai) Co., Ltd
	 
	2.	 	Creditor/Mortgagee: China Construction Bank Co., Ltd, Shanghai Waigaoqiao Free Trade Zone
Sub-branch
	 
	3.	 	Particulars of Mortgaged Assets (Real Property)






	 	(1)	 	Particulars of the Site






	 	(i)	 	Position:  75 JieFang 1 Qiu, PuDong District, Shanghai
	 
	 	(ii)	 	Purpose/usage: Industry
	 
	 	(iii)	 	Area: 171347m2
	 
	 	(iv)	 	Term of Use: 27th Oct, 2004 to 31st Aug
2054
	 
	 	(v)	 	Source of Use Right:
	 
	 	(vi)	 	Registered Number of Real Property Certificate: HuFangDi(PU)Zi(2004)#110185, HuFangDi(PU)Zi(2004)#110184, HuFangDi(PU)Zi(2004)110183, HuFangDi(PU)Zi(2004)110166,
HuFangDi(PU)Zi(2004)110182, HuFangDi(PU)Zi(2004)110172, HuFangDi(PU)Zi(2004)110181, HuFangDi(PU)Zi(2004)110180, HuFangDi(PU)Zi(2004)110159, HuFangDi(PU)Zi(2004)110186, HuFangDi(PU)Zi(2004)
	 
	 	(vii)	 	Price of land Use Right and relating fees: 






	 	(2)	 	Particulars of Buildings






	 	(i)	 	Structure of the Buildings: 
	 
	 	(ii)	 	Height of the Buildings: 
	 
	 	(iii)	 	Construction Area: 87900.66 square meters






	4.	 	Value of Mortgaged Assets: CNT 656700000.00
	 
	5.	 	Amount of Principal Debt: USD 50000000.00










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Schedule 2




Copy of Real Property Certificate





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