exv4w2







Exhibit
4.2


REGISTRATION RIGHTS AGREEMENT




          THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of
May 4, 2010, among AMKOR TECHNOLOGY, INC., a Delaware corporation (the “Company”), and
CITIGROUP GLOBAL MARKETS INC. and DEUTSCHE BANK SECURITIES INC., as the initial purchasers (the
“Initial Purchasers”) named in the Purchase Agreement (as defined below).



          This Agreement is made pursuant to the purchase agreement dated April 29, 2010 (the
“Purchase Agreement”), among the Company and the Initial Purchasers, pursuant to which the
Company proposes to issue and sell to the Initial Purchasers $345,000,000 aggregate principal
amount of its 7.375% Senior Notes due 2018 (the “Securities”). In order to induce the
Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide to the
Initial Purchasers and their direct and indirect transferees the registration rights set forth in
this Agreement.



          In consideration of the foregoing, the parties hereto agree as follows:



          1. Definitions.



          As used in this Agreement, the following capitalized defined terms shall have the following
meanings:




     “1933 Act” shall mean the Securities Act of 1933, as amended from time to time.




     “1934 Act” shall mean the Securities Exchange Act of 1934, as amended from time
to time.




     “Additional Interest” shall have the meaning set forth in Section 2(d).




     “Company” shall have the meaning set forth in the preamble and shall also
include the Company’s successors.




     “Exchange Dates” shall have the meaning set forth in Section 2(a)(ii).




     “Exchange Offer” shall mean the exchange offer by the Company of Exchange
Securities for Registrable Securities pursuant to Section 2(a) hereof.




     “Exchange Offer Consummation Deadline” shall have the meaning set forth in
Section 2(b).




     “Exchange Offer Registration” shall mean a registration under the 1933 Act
effected pursuant to Section 2(a) hereof.




     “Exchange Offer Registration Statement” shall mean an exchange offer
registration statement on Form S-4 (or, if applicable, on another appropriate form) and all
amendments and supplements to such registration statement, in each case including the



 









 






Prospectus contained therein, all exhibits thereto and all material incorporated by
reference therein.




     “Exchange Securities” shall mean securities issued by the Company under the
Indenture containing terms identical to the Securities (except that the Exchange Securities
will not contain restrictions on transfer or be subject to any increase in annual interest
rate for failure to comply with this Agreement) and to be offered to Holders of Securities
in exchange for Securities pursuant to the Exchange Offer.




     “Filing Date” means with respect to the Shelf Registration Statement required
to be filed pursuant to Section 2(b)(i), (ii) or (iii), the later of (x) 120 days after the
Issuance Date or (y) the 45th day after such determination, date or notice, as applicable.




     “Free Writing Prospectus” means each free writing prospectus (as defined in
Rule 405 under the 1933 Act) prepared by or on behalf of the Company or used or referred to
by the Company in connection with the sale of the Securities or the Exchange Securities.




     “Holder” shall mean the registered holder of Registrable Securities, and each
of its successors, assigns and direct and indirect transferees who become registered owners
of Registrable Securities under the Indenture; provided that for purposes of
Sections 4 and 5 of this Agreement, the term “Holder” shall include Participating
Broker-Dealers (as defined in Section 4(a)).




     “Indenture” shall mean the Indenture relating to the Securities dated as of May
4, 2010 between the Company and the Trustee, and as the same may be amended from time to
time in accordance with the terms thereof.




     “Initial Purchasers” shall have the meaning set forth in the preamble.




     “Issuance Date” shall mean May 4, 2010.




     “Issuer Information” shall have the meaning set forth in Section 5(a).




     “Majority Holders” shall mean the Holders of a majority of the aggregate
principal amount of outstanding Registrable Securities; provided that whenever the
consent or approval of Holders of a specified percentage of Registrable Securities is
required hereunder, Registrable Securities held by the Company or any of its affiliates (as
such term is defined in Rule 405 under the 1933 Act) (other than the Holders of Registrable
Securities if such Holders are deemed to be such affiliates solely by reason of their
holding of such Registrable Securities) shall not be counted in determining whether such
consent or approval was given by the Holders of such required percentage or amount.




     “Notice Holder” means each Holder that provides the Company the information
described in Section 3.




     “Participating Broker-Dealer” shall have the meaning set forth in Section 4(a).



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     “Person” shall mean an individual, partnership, limited liability company,
corporation, trust or unincorporated organization, or a government or agency or political
subdivision thereof.




     “Prospectus” shall mean the prospectus included in a Registration Statement,
including any preliminary prospectus, and any such prospectus as amended or supplemented by
any prospectus supplement, including a prospectus supplement with respect to the terms of
the offering of any portion of the Registrable Securities covered by a Shelf Registration
Statement, and by all other amendments and supplements to such prospectus, and in each case
including all material incorporated by reference therein.




     “Purchase Agreement” shall have the meaning set forth in the preamble.




     “Registrable Securities” shall mean the Securities; provided,
however, that the Securities shall cease to be Registrable Securities (i) when an
Exchange Offer Registration Statement with respect to validly tendered Securities shall have
been declared effective under the 1933 Act and such Securities shall have been exchanged
pursuant to the Exchange Offer for Exchange Securities, (ii) when a Shelf Registration
Statement with respect to such Securities shall have been declared effective under the 1933
Act and such Securities shall have been disposed of pursuant to such Shelf Registration
Statement, (iii) when such Securities have become freely transferable by Persons other than
“affiliates” (as defined in Rule 144 under the 1933 Act) of the Company pursuant to Rule 144
of the 1933 Act under circumstances in which any legend borne by the Securities relating to
restrictions on transferability thereof is removed or is subject to removal at the request
of the Holder, the Securities do not (or are not required to) bear a restricted CUSIP number
and such Securities are eligible to be sold pursuant to Rule 144, or any successor
provision, of the 1933 Act, or (iv) when such Securities shall have ceased to be
outstanding.




     “Registration Expenses” shall mean any and all expenses incident to performance
of or compliance by the Company with this Agreement, including without limitation: (i) all
SEC, stock exchange or Financial Industry Regulatory Authority, Inc. registration and filing
fees, (ii) all fees and expenses incurred in connection with compliance with state
securities or blue sky laws (including reasonable fees and disbursements of counsel for any
Underwriters or Holders in connection with blue sky qualification of any of the Exchange
Securities or Registrable Securities), (iii) all expenses of any Persons in preparing or
assisting in preparing, word processing, printing and distributing any Registration
Statement, any Prospectus, any amendments or supplements thereto, any underwriting
agreements, securities sales agreements and other documents relating to the performance of
and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and
disbursements relating to the qualification of the Indenture under applicable securities
laws, (vi) the fees and disbursements of the Trustee and its counsel, (vii) the fees and
disbursements of counsel for the Company and, in the case of a Shelf Registration Statement,
the reasonable fees and disbursements of one counsel for the Holders (which counsel shall be
selected by the Majority Holders and which counsel may also be counsel for the Initial
Purchasers) and (viii) the fees and disbursements of the



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independent public accountants of the Company, including the expenses of any special
audits or “comfort” letters required by or incident to such performance and compliance, but
excluding fees and expenses of counsel to the Underwriters (other than fees and expenses set
forth in clause (ii) above) or the Holders and underwriting discounts and commissions and
transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a
Holder.




     “Registration Statement” shall mean any registration statement of the Company
that covers any of the Exchange Securities or Registrable Securities pursuant to the
provisions of this Agreement and all amendments and supplements to any such Registration
Statement, including post-effective amendments, in each case including the Prospectus
contained therein, all exhibits thereto and all material incorporated by reference therein.




     “Requisite Information” shall have the meaning set forth in Section 3.




     “SEC” shall mean the Securities and Exchange Commission.




     “Securities” shall have the meaning set forth in the preamble.




     “Shelf Registration” shall mean a registration effected pursuant to Section
2(b) hereof.




     “Shelf Registration Effectiveness Period” shall have the meaning set forth in
Section 2(b) hereof.




     “Shelf Registration Statement” shall mean a “shelf” registration statement of
the Company pursuant to the provisions of Section 2(b) of this Agreement which covers all of
the Registrable Securities (but no other securities unless approved by the Holders whose
Registrable Securities are covered by such Shelf Registration Statement) on an appropriate
form under Rule 415 under the 1933 Act, or any similar rule that may be adopted by the SEC,
and all amendments and supplements to such registration statement, including post-effective
amendments, in each case including the Prospectus contained therein, all exhibits thereto
and all material incorporated by reference therein.




     “Suspension Period” shall have the meaning set forth in Section 3 hereof.




     “TIA” shall have the meaning set forth in Section 3(l) hereof.




     “Trustee” shall mean U.S. Bank National Association with respect to the
Securities under the Indenture.




     “Underwriter” shall have the meaning set forth in Section 3 hereof.




     “Underwritten Offering” shall mean a registration in which Registrable
Securities are sold to an Underwriter for reoffering to the public.



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          2. Registration Under the 1933 Act.



          (a) To the extent not prohibited by any applicable law or applicable interpretation of the
staff of the SEC, the Company shall use its reasonable best efforts to cause to be filed an
Exchange Offer Registration Statement covering the offer by the Company to the Holders to exchange
all of the Registrable Securities for Exchange Securities, to cause such Exchange Offer
Registration Statement to be declared effective and to have such Exchange Offer Registration
Statement remain effective until the closing of the Exchange Offer. The Company shall commence the
Exchange Offer as soon as reasonably practicable after the Exchange Offer Registration Statement
has been declared effective by the SEC and use its reasonable best efforts to have the Exchange
Offer completed within 210 days after the Issuance Date.



          The Company shall commence the Exchange Offer by mailing the related Prospectus and
accompanying documents to each Holder stating, in addition to such other disclosures as are
required by applicable law:




     (i) that the Exchange Offer is being made pursuant to this Agreement and that all
Registrable Securities validly tendered will be accepted for exchange;




     (ii) the dates of acceptance for exchange (which shall be a period of at least 20
business days and not more than 40 business days, or longer if required by applicable law,
from the date such notice is mailed) (the “Exchange Dates”);




     (iii) that any Registrable Security not tendered will remain outstanding and continue
to accrue interest, but will not retain any rights under this Agreement;




     (iv) that Holders electing to have a Registrable Security exchanged pursuant to the
Exchange Offer will be required to surrender such Registrable Security, together with the
enclosed letters of transmittal, to the institution and at the address (located in the
United States) specified in the notice, or effect such exchange otherwise in compliance with
the applicable procedures of the depositary for such Registrable Security, in each case
prior to the close of business on the last Exchange Date; and




     (v) that Holders will be entitled to withdraw their election, not later than the close
of business, New York City time, on the last Exchange Date, by sending to the institution
and at the address (located in the United States) specified in the notice a telegram, telex,
facsimile transmission or letter setting forth the name of such Holder, the principal amount
of Registrable Securities delivered for exchange and a statement that such Holder is
withdrawing his election to have such Securities exchanged or effecting such withdrawal in
compliance with the applicable procedures of the depositary for the Registrable Securities.



          As soon as reasonably practicable after the last Exchange Date, the Company shall:




     (i) accept for exchange Registrable Securities or portions thereof tendered and not
validly withdrawn pursuant to the Exchange Offer; and



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     (ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable
Securities or portions thereof so accepted for exchange by the Company and issue, and cause
the Trustee to promptly authenticate and deliver to each Holder, an Exchange Security equal
in principal amount to the principal amount of the Registrable Securities surrendered by
such Holder.



          Interest on each Exchange Security will accrue from the last interest payment date on which
interest was paid on the Securities surrendered in exchange therefor or, if no interest has been
paid on the Securities, from the Issuance Date.



          The Company shall use its reasonable best efforts to complete the Exchange Offer as provided
above and shall comply with the applicable requirements of the 1933 Act, the 1934 Act and other
applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer shall
not be subject to any conditions, other than that the Exchange Offer does not violate applicable
law or any applicable interpretation of the staff of the SEC and other customary conditions for
“A/B” exchange offers for debt securities similar to the Securities.



          (b) In the event that (i) the Company determines upon the advice of the Company’s outside
counsel that the Exchange Offer Registration provided for in Section 2(a) above is not available or
may not be consummated as soon as practicable after the last Exchange Date because it would violate
applicable law or the applicable interpretations of the staff of the SEC, (ii) the Exchange Offer
is not for any other reason completed within 210 days after the Issuance Date (the “Exchange
Offer Consummation Deadline”) or (iii) any Holder notifies the Company that it is not eligible
to participate in the Exchange Offer (other than by virtue of being an “affiliate” of the Company
(as defined in Rule 144 under the 1933 Act)), the Company shall use its reasonable best efforts to
cause to be filed no later than the applicable Filing Date a Shelf Registration Statement providing
for the sale by the Holders of all of the Registrable Securities and to use its reasonable best
efforts to have such Shelf Registration Statement declared effective by the SEC within 60 days
after the applicable Filing Date. In the event the Company is required to file a Shelf
Registration Statement solely as a result of the matters referred to in clause (iii) of the
preceding sentence, the Company shall use its reasonable best efforts to file and have declared
effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with
respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined
Registration Statement with the Exchange Offer Registration Statement) with respect to offers and
sales of Registrable Securities held by the Holders after completion of the Exchange Offer.
Subject to the Company’s right to suspend the use of the Shelf Registration Statement during the
Suspension Period (as defined in Section 3), the Company agrees to use its reasonable best efforts
to keep the Shelf Registration Statement continuously effective until the earlier of (i) the first
anniversary date of the Shelf Registration Statement and (ii) such time as all of the Securities
cease to be outstanding or have either been (A) sold or otherwise transferred pursuant to an
effective registration statement or (B) sold pursuant to Rule 144 under the 1933 Act or have become
freely transferable by Persons other than “affiliates” (as defined in Rule 144 under the 1933 Act)
of the Company pursuant to Rule 144 of the 1933 Act, in each case, under circumstances in which any
legend borne by the Securities relating to restrictions on transferability thereof is removed, or
is subject to removal at the request of the Holder, the Securities do not (or are not required to)
bear a restricted CUSIP number and such Securities are



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eligible to be sold pursuant to Rule 144, or any successor provision, of the 1933 Act (the
“Shelf Registration Effectiveness Period”). The Company further agrees to supplement or
amend the Shelf Registration Statement and the related Prospectus if required by the rules,
regulations or instructions applicable to the registration form used by the Company for such Shelf
Registration Statement or by the 1933 Act or by any other rules and regulations thereunder for
shelf registration or if reasonably requested by a Holder with respect to information relating to
such Holder, and to use reasonable best efforts to cause any such amendment to become effective and
such Shelf Registration Statement or Prospectus to become usable as soon as thereafter practicable.
The Company agrees to furnish to the Holders of Registrable Securities, upon request by such
Holders, copies of any such supplement or amendment promptly after its being used or filed with the
SEC.




          (c) The Company shall pay all Registration Expenses in connection with the registration
pursuant to Section 2(a) or Section 2(b). Each Holder shall pay all underwriting discounts and
commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s
Registrable Securities pursuant to the Shelf Registration Statement.



          (d) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf
Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective
unless it has been declared effective by the SEC or is automatically effective upon filing with the
SEC as provided by Rule 462 under the 1933 Act. As provided for in the Indenture, in the event the
Exchange Offer is not consummated and the Shelf Registration Statement is not declared effective as
set forth below, then the interest rate on the Securities will be increased (the “Additional
Interest”) as follows:




     (i) if the Company is required to file a Shelf Registration Statement and such Shelf
Registration Statement is not declared effective by the SEC within 60 days the applicable
Filing Date then, commencing on the 61st day following the applicable Filing Date,
Additional Interest shall accrue on the principal amount of the Registrable Securities at a
rate of 0.25% per annum for the first 90 days immediately following thereafter, and such
Additional Interest rate shall increase by an additional 0.25% per annum after the first 90
days; or




     (ii) if (A) the Company has not exchanged Exchange Securities for all Securities
validly tendered in accordance with the terms of the Exchange Offer on or prior to the
Exchange Offer Consummation Deadline or (B) if applicable, the Shelf Registration Statement
has been declared effective and such Shelf Registration Statement ceases to be effective or
usable during the Shelf Registration Effectiveness Period that exceeds the Suspension Period
(as defined in Section 3), then Additional Interest shall accrue on the principal amount of
the Registrable Securities at a rate of 0.25% per annum for the first 90 days commencing on
the day after the Exchange Offer Consummation Deadline in the case of clause (A) or the day
such Shelf Registration Statement ceases to be effective or usable during the Shelf
Registration Effectiveness Period in excess of the Suspension Period in the case of clause
(B), and such Additional Interest rate shall increase by an additional 0.25% per annum after
the first 90 days (it being understood and agreed that, notwithstanding any provision to the
contrary, so long as any Securities



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not registered under an Exchange Offer Registration Statement are then covered by an
effective Shelf Registration, no Additional Interest shall accrue on such Securities);


provided, however, that the Additional Interest rate on the Securities may not
exceed in the aggregate 0.50% per annum; provided further, however, that in
no event shall the Company be obligated to pay Additional Interest under more than one of the
clauses in this Section 2(d) at any one time; provided further, however,
that (1) upon the effectiveness of a Shelf Registration Statement (in the case of clause (i)
above), (2) upon the exchange of Exchange Securities for all Securities tendered (in the case of
clause (ii)(A) above), or upon the effectiveness of the Shelf Registration Statement which had
ceased to remain effective (in the case of clause (ii)(B) above), or (3) upon the Securities being
sold pursuant to Rule 144 under the 1933 Act or having become freely transferable by Persons other
than “affiliates” (as defined in Rule 144 under the 1933 Act) of the Company pursuant to Rule 144
under the Securities Act, in each case, under circumstances in which any restrictive legend borne
by the Securities is removed or is subject to removal at the request of the Holder, the Securities
do not (or are not required to) bear a restricted CUSIP number and such Securities are eligible to
be sold pursuant to Rule 144 or any successor provisions, as the case may be, in the case of either
clause (i) or (ii) above, Additional Interest on the Securities as a result of such clause (or the
relevant subclause thereof), as the case may be, shall cease to accrue.




          (e) The Initial Purchasers and the Trustee shall be entitled, on behalf of the Holders, to
seek any available remedy for the enforcement of this Agreement. Notwithstanding the foregoing,
the parties agree that the exclusive remedy, monetary or otherwise, available to any Holder with
respect to the registration defaults set forth in Sections 2(d)(i) and (ii) shall be Additional
Interest.



          (f) The Company represents, warrants and covenants that it (including its agents and
representatives) will not prepare, make, use, authorize, approve or refer to any Free Writing
Prospectus that may correct a material misstatement or omission contained in the Registration
Statement.



          3. Registration Procedures.



          In connection with the obligations of the Company with respect to the Registration Statements
pursuant to Section 2(a) and Section 2(b) hereof, the Company shall as soon as reasonably
practicable:




     (a) Use reasonable best efforts to prepare and file with the SEC a Registration
Statement on the appropriate form under the 1933 Act, which form (x) shall be selected by
the Company and (y) shall, in the case of a Shelf Registration, be available for the sale of
the Registrable Securities by the selling Holders thereof and (z) shall comply as to form in
all material respects with the requirements of the applicable form and include all financial
statements required by the SEC to be filed therewith, and use reasonable best efforts to
cause such Registration Statement to become effective and remain effective in accordance
with Section 2 hereof;



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     (b) Use reasonable best efforts to prepare and file with the SEC such amendments and
post-effective amendments to each Registration Statement as may be necessary to keep such
Registration Statement effective for the applicable period and cause each Prospectus to be
supplemented by any required prospectus supplement and, as so supplemented, to be filed
pursuant to Rule 424 under the 1933 Act; to keep each Prospectus current during the period
described under Section 4(3) and Rule 174 under the 1933 Act that is applicable to
transactions by brokers or dealers with respect to the Registrable Securities or Exchange
Securities;




     (c) in the case of a Shelf Registration, furnish upon request to each Holder of
Registrable Securities, to counsel for the Initial Purchasers, to counsel for the Holders
and to each Underwriter of an Underwritten Offering of Registrable Securities, if any,
without charge, as many copies of each Prospectus, including each preliminary Prospectus,
and any amendment or supplement thereto and such other documents as such Holder or
Underwriter may reasonably request, in order to facilitate the public sale or other
disposition of the Registrable Securities; and the Company consents to the use of such
Prospectus and any amendment or supplement thereto in accordance with applicable law by each
of the selling Holders of Registrable Securities and any such Underwriters in connection
with the offering and sale of the Registrable Securities covered by and in the manner
described in such Prospectus or any amendment or supplement thereto in accordance with
applicable law;




     (d) use reasonable best efforts to register or qualify the Registrable Securities under
all applicable state securities or “blue sky” laws of such jurisdictions of the United
States as any Holder of Registrable Securities covered by a Registration Statement shall
reasonably request in writing by the time the applicable Registration Statement is declared
effective by the SEC, to cooperate with such Holders in connection with any filings required
to be made with the Financial Industry Regulatory Authority, Inc. and do any and all other
acts and things which may be reasonably necessary or advisable to enable such Holder to
consummate the disposition in each such jurisdiction of such Registrable Securities owned by
such Holder; provided, however, that the Company shall not be required to
(i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where
it would not otherwise be required to qualify but for this Section 3(d), (ii) file any
general consent to service of process or (iii) subject itself to taxation in any such
jurisdiction if it is not so subject;




     (e) in the case of a Shelf Registration, notify each Notice Holder of Registrable
Securities, counsel for the Notice Holders and counsel for the Initial Purchasers promptly
and, if requested by any such Notice Holder or counsel, confirm such notice in writing (i)
when a Registration Statement has become effective and when any post-effective amendment
thereto has been filed and becomes effective and when any amendment or supplement to the
Prospectus has been filed (in each case other than for the purpose of naming a Notice Holder
as a selling security holder therein), (ii) of any request (but not the nature or details
regarding such request) by the SEC or any state securities authority for amendments and
supplements to a Registration Statement and Prospectus or for additional information after
the Registration Statement has become



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effective, (iii) of the issuance by the SEC or any state securities authority of any
stop order suspending the effectiveness of a Registration Statement or the initiation of any
proceedings for that purpose, including the receipt by the Company of any notice of
objection of the SEC to the use of a Shelf Registration Statement or any post-effective
amendment thereto pursuant to Rule 401(g)(2) under the 1933 Act, (iv) if the Company
receives any notification with respect to the suspension of the qualification of the
Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for
such purpose, (v) of the happening of any event during the period a Shelf Registration
Statement is effective which makes any statement made in such Registration Statement or the
related Prospectus untrue in any material respect or which requires the making of any
changes in such Registration Statement or Prospectus in order to make the statements therein
not misleading and (vi) of any determination by the Company that a post-effective amendment
to a Registration Statement or any amendment or supplement to the Prospectus (other than for
the purpose of naming a Notice Holder as a selling security holder therein) would be
appropriate;




     (f) make every reasonable effort to obtain the withdrawal of any order suspending the
effectiveness of a Registration Statement or, in the case of a Shelf Registration, the
resolution of any objection of the SEC pursuant to Rule 401(g)(2) under the 1933 Act,
including by filing an amendment to such Shelf Registration Statement on the proper form, at
the earliest possible moment and provide prompt notice to each Holder of the withdrawal of
any such order;




     (g) in the case of a Shelf Registration, furnish to each Notice Holder of Registrable
Securities upon request, without charge, at least one conformed copy of each Registration
Statement and any post-effective amendment thereto (without documents incorporated therein
by reference or exhibits thereto, unless requested);




     (h) in the case of a Shelf Registration, cooperate with the selling Notice Holders of
Registrable Securities to facilitate the timely preparation and delivery of any global
certificates representing the beneficial interests of the beneficial interests of the
Registrable Securities to be sold and not bearing any restrictive legends and enable such
Registrable Securities to be in such denominations (consistent with the provisions of the
Indenture) and registered in the name of Cede & Co. as nominee for the Depositary under the
Indenture for the Securities at least one business day prior to the closing of any sale of
Registrable Securities;




     (i) in the case of a Shelf Registration, upon the occurrence of any event contemplated
by Section 3(e)(v) hereof, use its reasonable best efforts to prepare and file with the SEC
a supplement or post-effective amendment to a Registration Statement or the related
Prospectus or any document incorporated therein by reference or file any other required
document so that, as thereafter delivered (or, to the extent permitted by law, made
available) to the purchasers of the Registrable Securities, such Prospectus will not contain
any untrue statement of a material fact or omit to state a material fact necessary to make
the statements therein, in light of the circumstances under which they were made, not
misleading, subject to the Company’s right to suspend the use of the Shelf



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Registration Statement during the Suspension Period, the Company agrees to notify the
Holders to suspend use of the Prospectus as promptly as practicable after the occurrence of
such an event, and the Holders hereby agree to suspend use of the Prospectus until the
Company has amended or supplemented the Prospectus to correct such misstatement or omission;




     (j) a reasonable time prior to the filing of any Registration Statement, any
Prospectus, any amendment to a Registration Statement or amendment or supplement to a
Prospectus or any document which is to be incorporated by reference into a Registration
Statement or a Prospectus after initial filing of a Registration Statement, provide copies
of such document to the Initial Purchasers and their counsel (and, in the case of a Shelf
Registration Statement, the Notice Holders and their counsel) and make such of the
representatives of the Company as shall be reasonably requested by the Initial Purchasers or
their counsel (and, in the case of a Shelf Registration Statement, the Notice Holders or
their counsel) available for discussion of such document, and shall not at any time file or
make any amendment to the Registration Statement, any Prospectus or any amendment of or
supplement to a Registration Statement or a Prospectus or any document which is to be
incorporated by reference into a Registration Statement or a Prospectus, of which the
Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement,
the Notice Holders and their counsel) shall not have previously been advised and furnished a
copy or to which the Initial Purchasers or their counsel (and, in the case of a Shelf
Registration Statement, the Holders or their counsel) shall have not been provided
reasonable opportunity to comment; provided that the immediately preceding sentence
shall not prohibit the Company from making any filing that is, in the opinion of counsel to
the Company, necessary to comply with applicable law;




     (k) obtain a CUSIP number for all Exchange Securities or Registrable Securities, as the
case may be, not later than the effective date of a Registration Statement;




     (l) cause the Indenture to be qualified under the Trust Indenture Act of 1939, as
amended (the “TIA”), in connection with the registration of the Exchange Securities
or Registrable Securities, as the case may be, cooperate with the Trustee and the Holders to
effect such changes to the Indenture as may be required for the Indenture to be so qualified
in accordance with the terms of the TIA and execute, and use its reasonable best efforts to
cause the Trustee to execute, all documents as may be required to effect such changes and
all other forms and documents required to be filed with the SEC to enable the Indenture to
be so qualified in a timely manner;




     (m) in the case of a Shelf Registration, make available for inspection by a
representative of the Notice Holders of the Registrable Securities, any Underwriter
participating in any disposition pursuant to such Shelf Registration Statement, and
attorneys and accountants designated by the Holders, at reasonable times and in a reasonable
manner, all financial and other records, pertinent documents and properties of the Company,
and cause the respective officers, directors and employees of the Company to supply all
information reasonably requested by any such representative, Underwriter,



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attorney or accountant in connection with a Shelf Registration Statement;
provided, however, that the foregoing inspection and information gathering
shall be coordinated by the Initial Purchasers and on behalf of the other parties, by one
counsel designated by and on behalf of such Holders by the Majority Holders;
provided, further, that any information of the Company marked as
confidential shall be kept confidential and shall be used solely for satisfying “due
diligence” obligations under the 1933 Act and such Persons shall not engage in trading of
the Company’s securities until any material non-public information becomes publicly
available.




     (n) use reasonable best efforts to cause the Exchange Securities to continue to be
rated by two nationally recognized statistical rating organizations (as such term is defined
in Rule 436(g)(2) under the 1933 Act), if the Registrable Securities have been rated;




     (o) if reasonably requested by any Notice Holder of Registrable Securities covered by a
Registration Statement, (i) promptly incorporate in a Prospectus supplement or
post-effective amendment such information with respect to such Holder as such Holder
reasonably requests to be included therein and (ii) make all required filings of such
Prospectus supplement or such post-effective amendment as soon as the Company has received
notification of the matters to be incorporated in such filing; and




     (p) comply with all applicable rules and regulations of the SEC and in the case of a
Shelf Registration, make generally available to its securityholders earning statements
(which need not be audited) satisfying the provisions of Section 11(a) of the 1933 Act and
Rule 158 thereunder (or any similar rule promulgated under the 1933 Act) no later than 45
days after the end of any 12-month period (or 90 days after the end of any 12-month period
if such period is a fiscal year) commencing on the first day of the first fiscal quarter of
the Company commencing after the effective date of the Shelf Registration Statement, which
statements shall cover said 12-month periods.




     (q) in the case of a Shelf Registration, enter into such customary agreements and take
all such other actions in connection therewith (including those requested by the Holders of
a majority of the Registrable Securities being sold) in order to expedite or facilitate the
disposition of such Registrable Securities including, but not limited to, an in each case
solely in connection with an Underwritten Offering and in such connection, (i) to the extent
possible, make such representations and warranties to the Notice Holders and any
Underwriters of such Registrable Securities with respect to the business of the Company and
its subsidiaries, the Registration Statement, Prospectus and documents incorporated by
reference or deemed incorporated by reference, if any, in each case, in form, substance and
scope as are customarily made by issuers to underwriters in underwritten offerings and
confirm the same in writing if and when requested, (ii) obtain opinions of counsel to the
Company (which counsel and opinions, in form, scope and substance, shall be reasonably
satisfactory to the Notice Holders and such Underwriters and their respective counsel)
addressed to each selling Holder and Underwriter of Registrable Securities, covering the
matters customarily covered in opinions requested in Underwritten Offerings, (iii) obtain
“comfort” letters from the independent certified



12









 






public accountants of the Company (and, if necessary, any other certified public
accountant of any subsidiary of the Company, or of any business acquired by the Company for
which financial statements and financial data are or are required to be included in the
Registration Statement) addressed to each selling Holder (to the extent permitted by
applicable professional standards) and Underwriter of Registrable Securities, such letters
to be in customary form and covering matters of the type customarily covered in “comfort”
letters in connection with Underwritten Offerings and (iv) deliver such documents and
certificates as may be reasonably requested by the Majority Holders of the Registrable
Securities being sold or the Underwriters, and which are customarily delivered in
Underwritten Offerings, to evidence the continued validity of the representations and
warranties of the Company made pursuant to clause (i) above and to evidence compliance with
any customary conditions contained in an underwriting agreement.



          In the case of a Shelf Registration Statement, the Company shall have the right to require
each Holder of Registrable Securities to furnish to the Company such information regarding the
Holder and the proposed distribution by such Holder of such Registrable Securities as the Company
may from time to time reasonably request in writing (“Requisite Information”). Any Holder
that fails to provide the Company with the Requisite Information shall have no right to have their
Registrable Securities included in such Shelf Registration Statement and shall have no right to
receive Additional Interest under this Agreement as a result of the failure to provide such
Requisite Information. Each Notice Holder agrees to notify the Company as promptly as practicable
of any inaccuracy or change in information previously furnished by such Notice Holder to the
Company or of the occurrence of any event in either case as a result of which any Prospectus
relating to the Shelf Registration Statement contains or would contain an untrue statement of a
material fact regarding such Notice Holder or such Notice Holder’s intended method of disposition
of Registrable Securities or omits to state any material fact regarding such Notice Holder or such
Notice Holder’s intended method of disposition of such Registrable Securities required to be stated
therein or necessary to make the statement therein not misleading in light of the circumstances
then existing, and promptly to furnish to the Company any additional information required to
correct and update any previously furnished information or required so that such Prospectus shall
not contain, with respect to such Notice Holder or the disposition of such Registrable Securities,
an untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statement therein not misleading in light of the circumstances
then existing.



          In the case of a Shelf Registration Statement, each Holder agrees that, upon receipt of any
notice from the Company of the happening of any event of the kind described in Section 3(e)(iii),
(iv) or (v) hereof, such Holder will forthwith discontinue disposition of Registrable Securities
pursuant to a Registration Statement until such Holder’s receipt of the copies of the supplemented
or amended Prospectus contemplated by Section 3(i) hereof, and, if so directed by the Company, such
Holder will deliver to the Company (at its expense) all copies in its possession, other than
permanent file copies then in such Holder’s possession, of the Prospectus covering such Registrable
Securities current at the time of receipt of such notice. Upon the occurrence or existence of any
pending corporate development, public filings with the SEC or any other material event that, in the
reasonable judgment of the Company, makes it



13









 




appropriate to suspend the availability of the Shelf Registration Statement and the related
Prospectus, the Company shall give notice (without notice of the nature or details of such events)
to the Holders of Registrable Securities that the availability of the Shelf Registration Statement
is suspended and, upon actual receipt of any such notice, each Holder of Registrable Securities
agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement until
such Holder’s receipt of copies of the supplemented or amended Prospectus provided for in Section
3(c) hereof, or until it is advised in writing by the Company that the Prospectus may be used, and
has received copies of any additional or supplemental filings that are incorporated or deemed
incorporated by reference in such Prospectus. Each Holder shall keep confidential any
communications received by it from the Company regarding the suspension of the use of the
Prospectus, except as required by applicable law. The Company may give any such notice of
suspension that may not exceed 90 days in the aggregate during any 12-month period (the
“Suspension Period”).




          The Holders of Registrable Securities covered by a Shelf Registration Statement who desire to
do so may sell such Registrable Securities in an Underwritten Offering. In any such Underwritten
Offering, the investment banker or investment bankers and manager or managers (the
“Underwriters”) that will administer the offering will be selected by the Majority Holders
of the Registrable Securities included in such offering and must be reasonably acceptable to the
Company. The Company shall not be required to undertake more than three underwritten offerings
pursuant to this Agreement.



          4. Participation of Broker-Dealers in Exchange Offer.



          (a) The staff of the SEC has taken the position that any broker-dealer that receives Exchange
Securities for its own account in the Exchange Offer in exchange for Securities that were acquired
by such broker-dealer as a result of market-making or other trading activities (a
“Participating Broker-Dealer”), may be deemed to be an “underwriter” within the meaning of
the 1933 Act and must deliver a prospectus meeting the requirements of the 1933 Act in connection
with any resale of such Exchange Securities.



          The Company understands that it is the staff of the SEC’s position that if the Prospectus
contained in the Exchange Offer Registration Statement includes a plan of distribution containing a
statement to the above effect and the means by which Participating Broker-Dealers may resell the
Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of
Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers
to satisfy their prospectus delivery obligation under the 1933 Act in connection with resales of
Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the
requirements of the 1933 Act.



          (b) In light of the above, notwithstanding the other provisions of this Agreement, the Company
agrees that the provisions of this Agreement as they relate to a Shelf Registration shall also
apply to an Exchange Offer Registration to the extent, and with such reasonable modifications
thereto as may be, reasonably requested by the Initial Purchasers or by one or more Participating
Broker-Dealers, in each case as provided in clause (ii) below, in order to expedite or facilitate
the disposition of any Exchange Securities by Participating Broker-



14









 




Dealers consistent with the positions of the staff of the SEC recited in Section 4(a) above;
provided that:





     (i) the Company shall not be required to amend or supplement the Prospectus contained
in the Exchange Offer Registration Statement, as would otherwise be contemplated by Section
3(i), for a period exceeding 90 days after the last Exchange Date and Participating
Broker-Dealers shall not be authorized by the Company to deliver and shall not deliver such
Prospectus after such period in connection with the resales contemplated by this Section 4;
and




     (ii) the application of the Shelf Registration procedures set forth in Section 3 of
this Agreement to an Exchange Offer Registration, to the extent not required by the
positions of the staff of the SEC or the 1933 Act and the rules and regulations thereunder,
will be in conformity with the reasonable request to the Company by the Initial Purchasers
or with the reasonable request in writing to the Company by one or more broker-dealers who
certify to the Initial Purchasers and the Company in writing that they anticipate that they
will be Participating Broker-Dealers; and provided further that, in
connection with such application of the Shelf Registration procedures set forth in Section 3
to an Exchange Offer Registration, the Company shall be obligated (x) to deal only with one
entity representing the Participating Broker-Dealers, which shall be Citigroup Global
Markets Inc. unless it elects not to act as such representative, (y) to pay the reasonable
fees and expenses of only one counsel representing the Participating Broker-Dealers, which
shall be counsel to the Initial Purchasers unless such counsel elects not to so act and (z)
to cause to be delivered only one, if any, “comfort” letter with respect to the Prospectus
in the form existing on the last Exchange Date and with respect to each subsequent amendment
or supplement, if any, effected during the period specified in clause (i) above.




     (c) The Initial Purchasers shall have no liability to the Company or any Holder with respect
to any request that it may make pursuant to Section 4(b) above.




     5. Indemnification and Contribution.




     (a) The Company agrees to indemnify and hold harmless the Initial Purchasers, each Holder,
their directors, their officers, their affiliates and their agents and each Person, if any, who
controls any Initial Purchaser or any Holder within the meaning of either Section 15 of the 1933
Act or Section 20 of the 1934 Act, or is under common control with, or is controlled by, any
Initial Purchaser or any Holder, from and against all losses, claims, damages and liabilities
(including, without limitation, any legal or other expenses reasonably incurred by the Initial
Purchasers, any Holder or any such controlling or affiliated Person in connection with defending or
investigating any such action or claim) caused by any untrue statement or alleged untrue statement
of a material fact contained in any Registration Statement (or any amendment thereto) pursuant to
which Exchange Securities or Registrable Securities were registered under the 1933 Act, including
all documents incorporated therein by reference, or caused by any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make the statements
therein not misleading, or caused by any untrue statement or



15









 




alleged untrue statement of a material fact contained in any Prospectus (as amended or
supplemented if the Company shall have furnished any amendments or supplements thereto), any Free
Writing Prospectus used in violation of this Agreement or any “issuer information” (“Issuer
Information”) filed or required to be filed pursuant to Rule 433(d) under the 1933 Act, or
caused by any omission or alleged omission to state therein a material fact necessary to make the
statements therein in light of the circumstances under which they were made not misleading, except
insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or
omission or alleged untrue statement or omission based upon information relating to the Initial
Purchasers or any Holder furnished to the Company in writing by the Initial Purchasers or any
selling Holder expressly for use therein; provided, however, that with respect to
any untrue statement or omission or alleged untrue statement or omission made in any Prospectus
relating to a Registration Statement, the indemnity agreement contained in this subsection (a)
shall not inure to the benefit of any Holder or Participating Broker-Dealer from whom the person
asserting any such losses, claims, damages or liabilities purchased the Securities concerned, to
the extent that a Prospectus relating to such Securities was required to be delivered by such
Holder or Participating Broker-Dealer under the 1933 Act in accordance with applicable law in
connection with such purchase and any such losses, claims, damages or liabilities of such Holder or
Participating Broker-Dealer result from the fact that there was not sent or given to such person if
required by law, at or prior to the written confirmation of the sale of such Securities to such
person, a copy of the Prospectus if the Company had previously furnished copies thereof to such
Holder or Participating Broker-Dealer. In connection with any Underwritten Offering permitted by
Section 3, the Company will also indemnify the Underwriters, if any, selling brokers, dealers and
similar securities industry professionals participating in the distribution, their directors, their
officers, their affiliates and their agents and each Person who controls such Persons (within the
meaning of the 1933 Act and the 1934 Act) to the same extent as provided above with respect to the
indemnification of the Holders, if requested in connection with any Registration Statement, any
Prospectus, any Free Writing Prospectus or any Issuer Information.




          (b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company,
the Initial Purchasers and the other selling Holders, and each of their respective directors,
officers, affiliates and agents and each Person, if any, who controls the Company, any Initial
Purchaser and any other selling Holder within the meaning of either Section 15 of the 1933 Act or
Section 20 of the 1934 Act to the same extent as the foregoing indemnity from the Company to the
Initial Purchasers and the Holders, but only with reference to information relating to such Holder
furnished to the Company in writing by such Holder expressly for use in any Registration Statement
(or any amendment thereto), any Free Writing Prospectus or any Prospectus (or any amendment or
supplement thereto).



          (c) In case any proceeding (including any governmental investigation) shall be instituted
involving any Person in respect of which indemnity may be sought pursuant to either paragraph (a)
or paragraph (b) above, such Person (the “indemnified party”) shall promptly notify the
Person against whom such indemnity may be sought (the “indemnifying party”) in writing and
the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably
satisfactory to the indemnified party to represent the indemnified party and any others the
indemnifying party may designate in such proceeding and shall pay the reasonable



16









 




fees and disbursements of such counsel related to such proceeding. In any such proceeding,
any indemnified party shall have the right to retain its own counsel, but the fees and expenses of
such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party
and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include both the
indemnifying party and the indemnified party and representation of both parties by the same counsel
would be inappropriate due to actual or potential differing interests between them. It is
understood that the indemnifying party shall not, in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for (a) the fees and expenses of more than one
separate firm (in addition to any local counsel) for the Company, its directors, its officers, its
affiliates and its agents and each Person, if any, who controls the Company within the meaning of
either Section 15 of the 1933 Act or Section 20 of the 1934 Act, (b) the fees and expenses of more
than one separate firm (in addition to any local counsel) for the Initial Purchasers, their
directors, their officers, their affiliates and their agents and all Persons, if any, who control
the Initial Purchasers within the meaning of either such Section and (c) the fees and expenses of
more than one separate firm (in addition to any local counsel) for all Holders, their directors,
their officers, their affiliates and their agent and all Persons, if any, who control any Holders
within the meaning of either such Section, and that all such reasonable fees and expenses shall be
reimbursed as they are incurred. In such case involving the Holders and such Persons who control
Holders, such firm shall be designated in writing by the Majority Holders. In such case involving
the Company and such Persons who control the Company, such firm shall be designated by the Company,
and in such case involving the Initial Purchasers, their directors, their officers, their
affiliates and their agent and such Persons who control the Initial Purchasers, such firm shall be
designated by the Initial Purchasers. The indemnifying party shall not be liable for any
settlement of any proceeding effected without its written consent but, if settled with such consent
or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the
indemnified party from and against any loss or liability by reason of such settlement or judgment.
Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel
as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees
that it shall be liable for any settlement of any proceeding effected without its written consent
if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party
of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified
party for such fees and expenses of counsel in accordance with such request prior to the date of
such settlement. No indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened proceeding in respect of which such
indemnified party is or could have been a party and indemnity could have been sought hereunder by
such indemnified party, unless such settlement includes an unconditional release of such
indemnified party from all liability on claims that are the subject matter of such proceeding.




          (d) If the indemnification provided for in paragraph (a) or paragraph (b) of this Section 5 is
unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or
liabilities, then each indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable



17









 




by such indemnified party as a result of such losses, claims, damages or liabilities in such
proportion as is appropriate to reflect the relative fault of the indemnifying party or parties on
the one hand and of the indemnified party or parties on the other hand in connection with the
statements or omissions that resulted in such losses, claims, damages or liabilities, as well as
any other relevant equitable considerations. The relative fault of the Company and the Holders
shall be determined by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a material fact relates
to information supplied by the Company or by the Holders and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or omission.
The Holders’ respective obligations to contribute pursuant to this Section 5(d) are several in
proportion to the respective principal amount of Registrable Securities of such Holder that were
registered pursuant to a Registration Statement.




          (e) The Company and each Holder agree that it would not be just or equitable if contribution
pursuant to this Section 5 were determined by pro rata allocation or by any other
method of allocation that does not take account of the equitable considerations referred to in
paragraph (d) above. The amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 5, no Holder shall be required to indemnify or
contribute any amount in excess of the amount by which the total price at which Registrable
Securities were sold by such Holder exceeds the amount of any damages that such Holder has
otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or
alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the 1933 Act) shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation. The remedies provided for in this Section 5 are not exclusive and
shall not limit any rights or remedies which may otherwise be available to any indemnified party at
law or in equity.



          The indemnity and contribution provisions contained in this Section 5 shall remain operative
and in full force and effect regardless of (i) any termination of this Agreement, (ii) any
investigation made by or on behalf of the Initial Purchasers, any Holder or , their directors,
their officers, their affiliates and their agent and any Person controlling any Initial Purchaser
or any Holder, or by or on behalf of the Company, their directors, their officers, their affiliates
and their agent and any Person controlling the Company, (iii) acceptance of any of the Exchange
Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement.



          6. Miscellaneous.



          (a) No Inconsistent Agreements. The Company has not entered into, and on or after the
date of this Agreement will not enter into, any agreement which is inconsistent with the rights
granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the
provisions hereof. The rights granted to the Holders hereunder do not in any



18









 




way conflict with and are not inconsistent with the rights granted to the holders of the
Company’s other issued and outstanding securities under any such agreements.




          (b) Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given unless the Company has obtained the
written consent of Majority Holders affected by such amendment, modification, supplement, waiver or
consent; provided, however, that no amendment, modification, supplement, waiver or
consent to any departure from the provisions of Section 5 hereof shall be effective as against any
Holder of Registrable Securities unless consented to in writing by such Holder.



          (c) Notices. All notices and other communications provided for or permitted hereunder
shall be made in writing by hand-delivery, registered first-class mail, telex, telecopier, or any
courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by
such Holder to the Company by means of a notice given in accordance with the provisions of this
Section 6(c), which addresses initially are, with respect to the Initial Purchasers, the addresses
set forth in the Purchase Agreement; and (ii) if to the Company, initially at the Company’s address
set forth in the Purchase Agreement and thereafter at such other address, notice of which is given
in accordance with the provisions of this Section 6(c).



          All such notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; five business days after being deposited in the mail,
postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if
telecopied; and on the next business day if timely delivered to an air courier guaranteeing
overnight delivery.



          Copies of all such notices, demands, or other communications shall be concurrently delivered
by the Person giving the same to the Trustee, at the address specified in the Indenture.



          (d) Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors, assigns and transferees of each of the parties, including, without
limitation and without the need for an express assignment, subsequent Holders; provided
that nothing herein shall be deemed to permit any assignment, transfer or other disposition of
Registrable Securities in violation of the terms of the Purchase Agreement. If any transferee of
any Holder shall acquire Registrable Securities, in any manner, whether by operation of law or
otherwise, such Registrable Securities shall be held subject to all of the terms of this Agreement,
and by taking and holding such Registrable Securities such Person shall be conclusively deemed to
have agreed to be bound by and to perform all of the terms and provisions of this Agreement and
such Person shall be entitled to receive the benefits hereof. The Initial Purchasers (in their
capacity as Initial Purchasers) shall have no liability or obligation to the Company with respect
to any failure by a Holder to comply with, or any breach by any Holder of, any of the obligations
of such Holder under this Agreement.



19









 





          (e) Purchases and Sales of Securities. The Company shall not, and shall use its
reasonable best efforts to cause its affiliates (as defined in Rule 405 under the 1933 Act) not to,
purchase and then resell or otherwise transfer any Securities.



          (f) Third Party Beneficiary. The Holders shall be third party beneficiaries to the
agreements made hereunder between the Company, on the one hand, and the Initial Purchasers, on the
other hand, and shall have the right to enforce such agreements directly to the extent it deems
such enforcement necessary or advisable to protect its rights or the rights of Holders hereunder.



          (g) Counterparts. This Agreement may be executed in any number of counterparts and by
the parties hereto in separate counterparts, each of which when so executed shall be deemed to be
an original and all of which taken together shall constitute one and the same agreement.



          (h) Headings. The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.



          (i) Governing Law. This Agreement shall be governed by the laws of the State of New
York without regard to the conflict of law rules of said State.



          (j) Severability. In the event that any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable,
the validity, legality and enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired thereby.



20









 





          IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 
	 	AMKOR TECHNOLOGY, INC.

 	 
	 	By:  	/s/ Joanne Solomon	 
	 	 	Name:  	Joanne Solomon	 
	 	 	Title:  	Executive Vice President 

and Chief Financial Officer	 



21









 






	 	 	 	 	 



The foregoing Agreement is hereby confirmed

and accepted as of the date first above written.




	 	 	 	 	 
	CITIGROUP GLOBAL MARKETS INC.

 	 
	By:  	/s/
Timothy P. Dilworth	 
	 	Name: 	Timothy P. Dilworth	 
	 	Title: 	Managing Director	 
	 
	DEUTSCHE BANK SECURITIES INC.

 	 
	By:  	/s/
Mark Keene	 
	 	Name: 	Mark Keene	 
	 	Title: 	Managing Director	 
	 
	 
	By:  	/s/
Ajay Shah	 
	 	Name: 	Ajay Shah	 
	 	Title: 	Managing Director	 
	 
	As Initial Purchasers





22