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EXHIBIT 10.3




PLEDGE AND SECURITY AGREEMENT




Dated as of June 29, 2004




among




AMKOR TECHNOLOGY, INC.

GUARDIAN ASSETS, INC.

as Grantors




and




Each Other Grantor

From Time to Time Party Hereto




and




CITICORP NORTH AMERICA, INC.

as Administrative Agent




WEIL, GOTSHAL & MANGES LLP

767 FIFTH AVENUE

NEW YORK, NEW YORK 10153-0119




 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I DEFINED TERMS
	 	 	1	 
	Section 1.1 Definitions
	 	 	1	 
	Section 1.2 Certain Other Terms
	 	 	5	 
	ARTICLE II GRANT OF SECURITY INTEREST
	 	 	6	 
	Section 2.1 Collateral
	 	 	6	 
	Section 2.2 Grant of Security Interest in Collateral
	 	 	7	 
	Section 2.3 Cash Collateral Accounts
	 	 	7	 
	ARTICLE III REPRESENTATIONS AND WARRANTIES
	 	 	7	 
	Section 3.1 Title; No Other Liens
	 	 	7	 
	Section 3.2 Perfection and Priority
	 	 	7	 
	Section 3.3 Jurisdiction of Organization; Chief Executive Office
	 	 	8	 
	Section 3.4 Inventory and Equipment
	 	 	8	 
	Section 3.5 Pledged Collateral
	 	 	8	 
	Section 3.6 Accounts
	 	 	9	 
	Section 3.7 Intellectual Property
	 	 	9	 
	Section 3.8 Securities Accounts
	 	 	9	 
	Section 3.9 Commercial Tort Claims
	 	 	9	 
	ARTICLE IV COVENANTS
	 	 	10	 
	Section 4.1 Generally
	 	 	10	 
	Section 4.2 Maintenance of Perfected Security Interest; Further Documentation
	 	 	10	 
	Section 4.3 Changes in Locations, Name, Etc
	 	 	10	 
	Section 4.4 Pledged Collateral
	 	 	11	 
	Section 4.5 Accounts
	 	 	12	 
	Section 4.6 Delivery of Instruments and Chattel Paper
	 	 	13	 
	Section 4.7 Intellectual Property
	 	 	13	 
	Section 4.8 Payment of Obligations
	 	 	15	 
	Section 4.9 Notice of Commercial Tort Claims
	 	 	15	 
	ARTICLE V REMEDIAL PROVISIONS
	 	 	15	 
	Section 5.1 Code and Other Remedies
	 	 	15	 
	Section 5.2 Accounts and Payments in Respect of General Intangibles
	 	 	16	 
	Section 5.3 Pledged Collateral
	 	 	17	 
	Section 5.4 Proceeds to be Turned Over To Administrative Agent
	 	 	18	 
	Section 5.5 Registration Rights
	 	 	18	 







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TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page
	Section 5.6 Deficiency
	 	 	19	 
	ARTICLE VI THE ADMINISTRATIVE AGENT
	 	 	19	 
	Section 6.1 Administrative Agent’s Appointment as Attorney-in-Fact
	 	 	19	 
	Section 6.2 Duty of Administrative Agent
	 	 	20	 
	Section 6.3 Authorization of Financing Statements
	 	 	21	 
	Section 6.4 Authority of Administrative Agent
	 	 	21	 
	ARTICLE VII MISCELLANEOUS
	 	 	21	 
	Section 7.1 Amendments in Writing
	 	 	21	 
	Section 7.2 Notices
	 	 	22	 
	Section 7.3 No Waiver by Course of Conduct; Cumulative Remedies
	 	 	22	 
	Section 7.4 Successors and Assigns
	 	 	22	 
	Section 7.5 Counterparts
	 	 	22	 
	Section 7.6 Severability
	 	 	22	 
	Section 7.7 Section Headings
	 	 	22	 
	Section 7.8 Entire Agreement
	 	 	22	 
	Section 7.9 Governing Law
	 	 	23	 
	Section 7.10 Additional Grantors
	 	 	23	 
	Section 7.11 Release of Collateral
	 	 	23	 
	Section 7.12 Reinstatement
	 	 	23	 







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TABLE OF CONTENTS

(continued)




ANNEXES AND SCHEDULES




	 	 	 
	Annex 1

	 	Form of Securities Account Control Agreement
	Annex 2

	 	Form of Pledge Amendment
	Annex 3

	 	Form of Joinder Agreement
	Annex 4

	 	Form of Short Form Intellectual Property Security Agreement
	 
	Schedule 1

	 	Jurisdiction of Organization; Principal Executive Office
	Schedule 2

	 	Pledged Collateral
	Schedule 3

	 	Filings
	Schedule 4

	 	Location of Inventory and Equipment
	Schedule 5

	 	Intellectual Property
	Schedule 6

	 	Control Accounts
	Schedule 7

	 	Commercial Tort Claims








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            PLEDGE AND SECURITY AGREEMENT, dated as of June 29, 2004, by AMKOR
TECHNOLOGY, INC. (the “Borrower”), GUARDIAN ASSETS, INC. (“Guardian”) and each
of the other entities that becomes a party hereto pursuant to Section 7.10
(Additional Grantors) (the Borrower, Guardian and such other entities each a
“Grantor” and, collectively, the “Grantors”), in favor of CITICORP NORTH
AMERICA, INC. (“CNAI”), as agent (in such capacity, the “Administrative
Agent”) for the Secured Parties (as defined in the Credit Agreement referred to
below).



W I T N E S S E T H:




            WHEREAS, pursuant to the Credit Agreement, dated as of June 29, 2004 (as
the same may be amended, restated, supplemented or otherwise modified from time
to time, the “Credit Agreement”), among the Borrower, the Lenders and Issuers
party thereto and CNAI, as agent for the Lenders and Issuers, the Lenders and
the Issuers have severally agreed to make extensions of credit to the Borrower
upon the terms and subject to the conditions set forth therein;



            WHEREAS, the Grantors other than the Borrower are party to the Guaranty
pursuant to which they have guaranteed the Obligations (as defined in the
Credit Agreement); and



            WHEREAS, it is a condition precedent to the obligation of the Lenders and
the Issuers to make their respective extensions of credit to the Borrower under
the Credit Agreement that the Grantors shall have executed and delivered this
Agreement to the Administrative Agent;



            NOW, THEREFORE, in consideration of the premises and to induce the
Lenders, the Issuers and the Administrative Agent to enter into the Credit
Agreement and to induce the Lenders and the Issuers to make their respective
extensions of credit to the Borrower thereunder, each Grantor hereby agrees
with the Administrative Agent as follows:



ARTICLE I




DEFINED TERMS




            Section 1.1 Definitions




            (a) Unless otherwise defined herein, terms defined in the Credit Agreement
and used herein have the meanings given to them in the Credit Agreement.



            (b) Terms used herein without definition that are defined in the UCC have
the meanings given to them in the UCC, including the following terms (which are
capitalized herein):



            “Account Debtor”



            “Account”



            “Certificated Security”



            “Chattel Paper”



            “Commercial Tort Claim”



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            “Commodity Account”



            “Control Account”



            “Customer”



            “Deposit Account”



            “Documents”



            “Entitlement Holder”



            “Entitlement Order”



            “Equipment”



            “Financial Asset”



            “General Intangible”



            “Goods”



            “Instruments”



            “Inventory”



            “Investment Property”



            “Letter-of-Credit Right”



            “Proceeds”



            “Securities Account”



            “Securities Intermediary”



            “Security”



            “Security Entitlement”



            (c) The following terms shall have the following meanings:



            “Additional Pledged Collateral” means any Pledged Collateral acquired by
any Grantor after the date hereof and in which a security interest is granted
pursuant to Section 2.2 (Grant of Security Interest in Collateral), including,
to the extent a security interest is granted therein pursuant to Section 2.2
(Grant of Security Interest in Collateral), (i) all Stock and Stock Equivalents
of any Person that are acquired by any Grantor after the date hereof, together
with all certificates, instruments or other documents representing any of the
foregoing and all Security Entitlements of any Grantor in respect of any of the
foregoing, (ii) all additional Indebtedness from time to time owed to any
Grantor by any obligor on the Pledged Debt Instruments and the



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Instruments evidencing such Indebtedness and (iii) all interest, cash,
Instruments and other property or Proceeds from time to time received,
receivable or otherwise distributed in respect of or in exchange for any of the
foregoing. “Additional Pledged Collateral” may be General Intangibles,
Instruments or Investment Property.




            “Agreement” means this Pledge and Security Agreement.



            “AT Korea Bonds” means $385,000,000 of bonds issued by Amkor Technology
Korea, Inc., an indirect Wholly-Owned Subsidiary of the Borrower, to the
Borrower on May 11, 1999 and $625,000,000 of bonds issued by Amkor Technology
Korea, Inc. to the Borrower on May 2, 2000.



            “Collateral” has the meaning specified in Section 2.1 (Collateral).



            “Copyright Licenses” means any written agreement naming any Grantor as
licensor or licensee granting any right under any Copyright, including the
grant of any right to copy, publicly perform, create derivative works,
manufacture, distribute, exploit or sell materials derived from any Copyright.



            “Copyrights” means (a) all copyrights arising under the laws of the United
States, any other country or any political subdivision thereof, whether
registered or unregistered and whether published or unpublished, all
registrations and recordings thereof and all applications in connection
therewith, including all registrations, recordings and applications in the
United States Copyright Office or in any foreign counterparts thereof, and (b)
the right to obtain all renewals thereof.



            “Excluded Equity” means any Voting Stock in excess of 66% of the total
outstanding Voting Stock of any direct Subsidiary of any Grantor that is a
Non-U.S. Person, but only to the extent of such excess. For the purposes of
this definition, “Voting Stock” means, as to any issuer, the issued and
outstanding shares of each class of capital stock or other ownership interests
of such issuer entitled to vote (within the meaning of Treasury Regulations §
1.956-2(c)(2)).



            “Excluded Property” means, collectively, (i) Excluded Equity, (ii) any
permit, lease, license, contract, instrument or other agreement held by any
Grantor that prohibits or requires the consent of any Person other than the
Borrower and its Affiliates as a condition to the creation by such Grantor of a
Lien thereon, or any permit, lease, license contract or other agreement held by
any Grantor to the extent that any Requirement of Law applicable thereto
prohibits the creation of a Lien thereon, but only, in each case, to the
extent, and for so long as, such prohibition is not terminated or rendered
unenforceable or otherwise deemed ineffective by the UCC or any other
Requirement of Law (iii) Equipment owned by any Grantor that is subject to a
purchase money Lien or a Capital Lease if the contract or other agreement in
which such Lien is granted (or in the documentation providing for such Capital
Lease) prohibits or requires the consent of any Person other than the Borrower
and its Affiliates as a condition to the creation of any other Lien on such
Equipment, and (iv) the AT Korea Bonds; provided, however, “Excluded Property”
shall not include any Proceeds, substitutions or replacements of Excluded
Property (unless such Proceeds, substitutions or replacements would constitute
Excluded Property).



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            “Intellectual Property” means, collectively, all rights, priorities and
privileges of any Grantor relating to intellectual property, whether arising
under United States, multinational or foreign laws or otherwise, including
Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks, Trademark
Licenses, trade secrets and Internet domain names, and all rights to sue at law
or in equity for any infringement or other impairment thereof, including the
right to receive all proceeds and damages therefrom.



            “Intercompany Note” means any promissory note evidencing loans made by any
Grantor or any of its Subsidiaries to any of its Subsidiaries or another
Grantor.



            “LLC” means each limited liability company in which a Grantor has an
interest, including those set forth on Schedule 2 (Pledged Collateral).



            “LLC Agreement” means each operating agreement with respect to a LLC, as
each agreement has heretofore been, and may hereafter be, amended, restated,
supplemented or otherwise modified from time to time.



            “Material Intellectual Property” means Intellectual Property owned by or
licensed to a Grantor and material to the conduct of any Grantor’s business.



            “Partnership” means each partnership in which a Grantor has an interest,
including those set forth on Schedule 2 (Pledged Collateral).



            “Partnership Agreement” means each partnership agreement governing a
Partnership, as each such agreement has heretofore been, and may hereafter be,
amended, restated, supplemented or otherwise modified.



            “Patents” means (a) all letters patent of the United States, any other
country or any political subdivision thereof and all reissues and extensions
thereof, (b) all applications for letters patent of the United States or any
other country and all divisionals, continuations and continuations-in-part
thereof and (c) all rights to obtain any reissues or extensions of the
foregoing.



            “Patent License” means all agreements, whether written or oral, providing
for the grant by or to any Grantor of any right to manufacture, have
manufactured, use, import, sell or offer for sale any invention covered in
whole or in part by a Patent.



            “Pledged Certificated Stock” means all Certificated Securities and any
other Stock and Stock Equivalent of a Person evidenced by a certificate,
Instrument or other equivalent document, in each case owned by any Grantor,
including all Stock listed on Schedule 2 (Pledged Collateral).



            “Pledged Collateral” means, collectively, the Pledged Stock, Pledged Debt
Instruments, any other Investment Property of any Grantor, all chattel paper,
certificates or other Instruments representing any of the foregoing and all
Security Entitlements of any Grantor in respect of any of the foregoing.
Pledged Collateral may be General Intangibles, Instruments or Investment
Property.



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            “Pledged Debt Instruments” means all right, title and interest of any
Grantor in Instruments evidencing any Indebtedness owed to such Grantor,
including all Indebtedness described on Schedule 2 (Pledged Collateral), issued
by the obligors named therein.



            “Pledged Stock” means all Pledged Certificated Stock and all Pledged
Uncertificated Stock. For purposes of this Agreement, the term “Pledged Stock”
shall not include any Excluded Equity.



            “Pledged Uncertificated Stock” means any Stock or Stock Equivalent of any
Person that is not a Pledged Certificated Stock, including all right, title and
interest of any Grantor as a limited or general partner in any Partnership or
as a member of any LLC and all right, title and interest of any Grantor in, to
and under any Partnership Agreement or LLC Agreement to which it is a party.



            “Securities Account Control Agreement” means a letter agreement,
substantially in the form of Annex 1(Form of Securities Account Control
Agreement) (or in another form agreed to by the Administrative Agent), executed
by the relevant Grantor, the Administrative Agent and the relevant Approved
Securities Intermediary.



            “Securities Act” means the Securities Act of 1933, as amended.



            “Trademark License” means any agreement, whether written or oral,
providing for the grant by or to any Grantor of any right to use any Trademark.



            “Trademarks” means (a) all trademarks, trade names, corporate names,
company names, business names, fictitious business names, trade styles, service
marks, logos and other source or business identifiers, and, in each case, all
goodwill associated therewith, whether now existing or hereafter adopted or
acquired, all registrations and recordings thereof and all applications in
connection therewith, in each case whether in the United States Patent and
Trademark Office or in any similar office or agency of the United States, any
State thereof or any other country or any political subdivision thereof, or
otherwise, and all common-law rights related thereto, and (b) the right to
obtain all renewals thereof.



            “UCC” means the Uniform Commercial Code as from time to time in effect in
the State of New York; provided, however, that, in the event that, by reason of
mandatory provisions of law, any of the attachment, perfection or priority of
the Administrative Agent’s and the Secured Parties’ security interest in any
Collateral is governed by the Uniform Commercial Code as in effect in a
jurisdiction other than the State of New York, the term “UCC” shall mean the
Uniform Commercial Code as in effect in such other jurisdiction for purposes of
the provisions hereof relating to such attachment, perfection or priority and
for purposes of definitions related to such provisions.



            “Vehicles” means all vehicles covered by a certificate of title law of any state.



            Section 1.2 Certain Other Terms



            (a) In this Agreement, in the computation of periods of time from a
specified date to a later specified date, the word “from” means “from and
including” and the words “to” and “until” each mean “to but excluding” and the
word “through” means “to and including.”



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PLEDGE AND SECURITY AGREEMENT

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



            (c) References herein to an Annex, Schedule, Article, Section, subsection
or clause refer to the appropriate Annex or Schedule to, or Article, Section,
subsection or clause in this Agreement.



            (d) The meanings given to terms defined herein shall be equally applicable
to both the singular and plural forms of such terms.



            (e) Where the context requires, provisions relating to any Collateral,
when used in relation to a Grantor, shall refer to such Grantor’s Collateral or
any relevant part thereof.



            (f) Any reference in this Agreement to a Loan Document shall include all
appendices, exhibits and schedules thereto, and, unless specifically stated
otherwise all amendments, restatements, supplements or other modifications
thereto, and as the same may be in effect at any time such reference becomes
operative.



            (g) The term “including” means “including without limitation” except when
used in the computation of time periods.



            (h) The terms “Lender,” “Issuer,” “Administrative Agent” and “Secured
Party” include their respective successors.



            (i) References in this Agreement to any statute shall be to such statute
as amended or modified and in effect from time to time.



ARTICLE II




GRANT OF SECURITY INTEREST




            Section 2.1 Collateral



            For the purposes of this Agreement, all of the following property now
owned or at any time hereafter acquired by a Grantor or in which a Grantor now
has or at any time in the future may acquire any right, title or interests is
collectively referred to as the “Collateral”:



            (a) all Accounts;



            (b) all Chattel Paper;



            (c) all Deposit Accounts;



            (d) all Documents;



            (e) all Equipment;



            (f) all General Intangibles;



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PLEDGE AND SECURITY AGREEMENT

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            (g) all Instruments;



            (h) all Inventory;



            (i) all Investment Property;



            (j) all Letter-of-Credit Rights;



            (k) all Vehicles;



            (l) the Commercial Tort Claims described on Schedule 7 (Commercial Tort
Claims) and on any supplement thereto received by the Administrative Agent
pursuant to Section 4.9 (Notice of Commercial Tort Claims);



            (m) all books and records pertaining to the other property described in
this Section 2.1;



            (n) all property of any Grantor held by the Administrative Agent or any
other Secured Party, including all property of every description, in the
possession or custody of or in transit to the Administrative Agent or such
Secured Party for any purpose, including safekeeping, collection or pledge, for
the account of such Grantor or as to which such Grantor may have any right or
power;



            (o) all other Goods and personal property of such Grantor, whether
tangible or intangible and wherever located; and



            (p) to the extent not otherwise included, all Proceeds;



provided, however, that “Collateral” shall not include any Excluded Property;
and provided, further, that if and when any property shall cease to be Excluded
Property, such property shall be deemed at all times from and after the date
hereof to constitute Collateral.




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PLEDGE AND SECURITY AGREEMENT

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            Section 2.2 Grant of Security Interest in Collateral. Each Grantor, as
collateral security for the full, prompt and complete payment and performance
when due (whether at stated maturity, by acceleration or otherwise) of the
Secured Obligations of such Grantor, hereby mortgages, pledges and hypothecates
to the Administrative Agent for the benefit of the Secured Parties, and grants
to the Administrative Agent for the benefit of the Secured Parties a lien on
and security interest in, all of its right, title and interest in, to and under
the Collateral of such Grantor; provided, however, that, if and when any
property that at any time constituted Excluded Property becomes Collateral, the
Administrative Agent shall have, and at all times from and after the date
hereof be deemed to have had, a security interest in such property.



            Section 2.3 Cash Collateral Accounts. The Administrative Agent has
established a Deposit Account at Citibank, N.A., in the name of the
Administrative Agent designated as “Citicorp North America, Inc. – Amkor Cash
Collateral Account,” with respect to which the Administrative Agent is Citibank
N.A.’s Customer. Such Deposit Account shall be a Cash Collateral Account.



ARTICLE III




REPRESENTATIONS AND WARRANTIES




            To induce the Lenders, the Issuers and the Administrative Agent to enter
into the Credit Agreement, each Grantor hereby represents and warrants each of
the following to the Administrative Agent, the Lenders, the Issuers and the
other Secured Parties:



            Section 3.1 Title; No Other Liens. Except for the Lien granted to the
Administrative Agent pursuant to this Agreement and the other Liens permitted
to exist on the Collateral under the Credit Agreement, such Grantor (a) is the
record and beneficial owner of the Pledged Collateral pledged by it hereunder
constituting Instruments or Certificated Securities, (b) is the Entitlement
Holder of all such Pledged Collateral constituting Investment Property held in
a Securities Account and (c) has rights in or the power to transfer each other
item of Collateral in which a Lien is granted by it hereunder, free and clear
of any other Lien.



            Section 3.2 Perfection and Priority. The security interest granted
pursuant to this Agreement shall constitute a valid and continuing perfected
security interest in favor of the Administrative Agent in the Collateral (other
than any Deposit Account which is not a Cash Collateral Account) for which
perfection is governed by the UCC or filing with the United States Copyright
Office upon (i) in the case of all Collateral in which a security interest may
be perfected by filing a financing statement under the UCC, the completion of
the filings and other actions specified on Schedule 3 (Filings) (which, in the
case of all filings and other documents referred to on such schedule, have been
delivered to the Administrative Agent in completed and duly executed form),
(ii) the delivery to the Administrative Agent of all Collateral consisting of
Instruments and Certificated Securities, in each case properly endorsed for
transfer to the Administrative Agent or in blank, (iii) the execution of
Securities Account Control Agreements with respect to Investment Property not
in certificated form, and (iv) all appropriate filings having been made with
the United States Copyright Office. Such security interest shall be prior to
all other Liens on the Collateral except for Customary Permitted Liens having
priority over the Administrative Agent’s Lien by operation of law or otherwise
as permitted under the Credit Agreement.



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PLEDGE AND SECURITY AGREEMENT

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            Section 3.3 Jurisdiction of Organization; Chief Executive Office. Such
Grantor’s jurisdiction of organization, legal name, organizational
identification number, if any, and the location of such Grantor’s chief
executive office or sole place of business, in each case as of the date hereof,
is specified on Schedule 1 (Jurisdiction of Organization; Principal Executive
Office) and such Schedule 1 (Jurisdiction of Organization; Principal Executive
Office) also lists all jurisdictions of incorporation, legal names and
locations of such Grantor’s chief executive office or sole place of business
for the five years preceding the date hereof.



            Section 3.4 Inventory and Equipment. On the date hereof, such Grantor’s
Inventory and Equipment located in the United States (other than mobile goods
and Inventory or Equipment in transit) are kept at the locations listed on
Schedule 4 (Location of Inventory and Equipment).



            Section 3.5 Pledged Collateral



            (a) The Pledged Stock pledged hereunder by such Grantor is listed on
Schedule 2 (Pledged Collateral) and constitutes that percentage of the issued
and outstanding equity of all classes of each issuer thereof as set forth on
Schedule 2 (Pledged Collateral).



            (b) All of the Pledged Stock (other than Pledged Stock in limited
liability companies and partnerships) has been duly authorized, validly issued
and is fully paid and nonassessable.



            (c) Each of the Pledged Stock constitutes the legal, valid and binding
obligation of the obligor with respect thereto, enforceable in accordance with
its terms, subject to the effects of applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws
relating to or affecting creditors’ rights generally, and general equitable
principles (whether considered in a proceeding in equity or at law).



            (d) All Pledged Collateral and, if applicable, any Additional Pledged
Collateral, consisting of Certificated Securities or Instruments has been
delivered to the Administrative Agent in accordance with Section 4.4(a)
(Pledged Collateral) and Section 6.9 of the Credit Agreement.



            (e) All Pledged Collateral held by a Securities Intermediary in a
Securities Account is in a Control Account.



            (f) Other than Pledged Stock constituting General Intangibles, there is no
Pledged Collateral other than that represented by Certificated Securities or
Instruments in the possession of the Administrative Agent or that consist of
Financial Assets held in a Control Account.



            (g) The Constituent Documents of any Person governing any Pledged Stock do
not restrict (i) the grant of the Liens on such Pledged Stock pursuant to this
Agreement or (ii) the ability of the Administrative Agent to enforce such Liens
in accordance with the terms of this Agreement.



            Section 3.6 Accounts. No amount payable to such Grantor under or in
connection with any Account is evidenced by any Instrument or Chattel Paper
that has not been



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PLEDGE AND SECURITY AGREEMENT

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delivered to the Administrative Agent, properly endorsed for transfer, to
the extent delivery is required by Section 4.4 (Pledged Collateral).




            Section 3.7 Intellectual Property



            (a) Schedule 5 (Intellectual Property) lists all Material Intellectual
Property of such Grantor on the date hereof, separately identifying that owned
by such Grantor and that licensed to such Grantor. The Material Intellectual
Property set forth on Schedule 5 (Intellectual Property) for such Grantor
constitutes all of the intellectual property rights necessary to conduct its
business.



            (b) To the best of such Grantor’s knowledge after due inquiry, all
Material Intellectual Property owned by such Grantor is valid, subsisting,
unexpired and enforceable, has not been adjudged invalid and has not been
abandoned and the use thereof in the business of such Grantor does not
infringe, misappropriate, dilute or violate the intellectual property rights of
any other Person.



            (c) Except as set forth in Schedule 5 (Intellectual Property), none of the
Material Intellectual Property owned by such Grantor is the subject of any
licensing or franchise agreement pursuant to which such Grantor is the licensor
or franchisor.



            (d) No holding, decision or judgment has been rendered by any Governmental
Authority that would limit, cancel or question the validity of, or such
Grantor’s rights in, any Material Intellectual Property.



            (e) No action or proceeding seeking to limit, cancel or question the
validity of any Material Intellectual Property owned by such Grantor or such
Grantor’s ownership interest therein is pending or, to the knowledge of such
Grantor, threatened. There are no claims, judgments or settlements to be paid
by such Grantor relating to the Material Intellectual Property.



            Section 3.8 Securities Accounts. The only Securities Accounts maintained
by any Grantor on the date hereof are those listed on Schedule 6 (Control
Accounts), which sets forth such information separately for each Grantor.



            Section 3.9 Commercial Tort Claims. To the best of such Grantor’s
knowledge, the only Commercial Tort Claims of any Grantor reasonably expected
to result, individually, in a settlement in excess of $500,000 existing on the
date hereof (regardless of whether the defendant or other material facts can be
determined and regardless of whether such Commercial Tort Claim has been
asserted, threatened or has otherwise been made known to the obligee thereof or
whether litigation has been commenced for such claims) are those listed on
Schedule 7 (Commercial Tort Claims), which sets forth such information
separately for each Grantor.



ARTICLE IV




COVENANTS




            Each Grantor agrees with the Administrative Agent to the following, as
long as any Obligation or Commitment remains outstanding and, in each case,
unless the Requisite Lenders otherwise consent in writing:



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PLEDGE AND SECURITY AGREEMENT

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            Section 4.1 Generally. Such Grantor shall (a) except for the security
interest created by this Agreement, not create or suffer to exist any Lien upon
or with respect to any Collateral, except Liens permitted under Section 7.2
(Liens, Etc.) of the Credit Agreement, (b) not use or permit any Collateral to
be used unlawfully or in violation of any provision of this Agreement, any
other Loan Document, any Related Document, any Requirement of Law or any policy
of insurance covering the Collateral, (c) not sell, transfer or assign (by
operation of law or otherwise) any Collateral except as permitted under the
Credit Agreement and (d) not enter into any agreement or undertaking
restricting the right or ability of such Grantor or the Administrative Agent to
sell, assign or transfer any Collateral if such restriction would have a
Material Adverse Effect (except as otherwise permitted under Section 7.9
(Limitations on Restrictions on Subsidiary Distributions; No New Negative
Pledge) of the Credit Agreement).



            Section 4.2 Maintenance of Perfected Security Interest; Further
Documentation



            (a) Such Grantor shall maintain the security interest created by this
Agreement as a perfected security interest having at least the priority
described in Section 3.2 (Perfection and Priority) and Section 2.2 and shall
defend such security interest and such priority against the claims and demands
of all Persons.



            (b) Such Grantor shall furnish to the Administrative Agent from time to
time statements and schedules further identifying and describing the Collateral
and such other reports in connection with the Collateral as the Administrative
Agent may reasonably request, all in reasonable detail and in form and
substance satisfactory to the Administrative Agent.



            (c) At any time and from time to time, upon the written request of the
Administrative Agent, and at the sole expense of such Grantor, such Grantor
shall promptly and duly execute and deliver, and have recorded, such further
instruments and documents and take such further action as the Administrative
Agent may reasonably request for the purpose of obtaining or preserving the
full benefits of this Agreement and of the rights and powers herein granted,
including the filing of any financing or continuation statement under the UCC
(or other similar laws) in effect in any jurisdiction with respect to the
security interest created hereby and the execution and delivery of Securities
Account Control Agreements.



            Section 4.3 Changes in Locations, Name, Etc.



            (a) Except upon 30 days’ prior written notice to the Administrative Agent
and delivery to the Administrative Agent of (i) all additional financing
statements and other documents reasonably requested by the Administrative Agent
to maintain the validity, perfection and priority of the security interests
provided for herein and (ii) if applicable, a written supplement to Schedule 4
(Location of Inventory and Equipment) showing (A) any additional locations at
which Inventory or Equipment shall be kept or (B) any changes in any location
where Inventory or Equipment shall be kept that would require the
Administrative Agent to take any action to maintain a perfected security
interest in such Collateral, such Grantor shall not do any of the following:




     (i) permit any Inventory or Equipment having a value in excess of
$500,000 in the aggregate to be kept at a location other than those
listed on Schedule 4 (Location of Inventory and Equipment), except for
Inventory or Equipment in transit;



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     (ii) change its jurisdiction of organization or its location, in
each case from that referred to in Section 3.3 (Jurisdiction of
Organization; Chief Executive Office); or




     (iii) change its legal name or any trade name used to identify it in
the conduct of its business or ownership of its properties or
organizational identification number, if any, or corporation, limited
liability company or other organizational structure to such an extent
that any financing statement filed in connection with this Agreement
would become misleading.



            (b) Such Grantor shall keep and maintain at its own cost and expense
satisfactory and complete records of the Collateral, including a record of all
payments received and all credits granted with respect to the Collateral and
all other dealings with the Collateral.



            Section 4.4 Pledged Collateral



            (a) Such Grantor shall (i) deliver to the Administrative Agent, all
certificates and Instruments representing or evidencing any Pledged Collateral
(including Additional Pledged Collateral), whether now existing or hereafter
acquired, in suitable form for transfer by delivery or, as applicable,
accompanied by such Grantor’s endorsement, where necessary, or duly executed
instruments of transfer or assignment in blank, all in form and substance
satisfactory to the Administrative Agent, together, in respect of any
Additional Pledged Collateral, with a Pledge Amendment, duly executed by the
Grantor, in substantially the form of Annex 2 (Form of Pledge Amendment), an
acknowledgment and agreement to a Joinder Agreement duly executed by the
Grantor, in substantially the form in the form of Annex 3 (Form of Joinder
Agreement), or such other documentation acceptable to the Administrative Agent
and (ii) maintain all other Pledged Collateral constituting Investment Property
in a Control Account. Such Grantor authorizes the Administrative Agent to
attach each Pledge Amendment to this Agreement. The Administrative Agent shall
have the right, at any time in its discretion and without notice to the
Grantor, to transfer to or to register in its name or in the name of its
nominees any Pledged Collateral. The Administrative Agent shall have the right
at any time to exchange any certificate or instrument representing or
evidencing any Pledged Collateral for certificates or instruments of smaller or
larger denominations.



            (b) Except as provided in Article V (Remedial Provisions), so long as no
Event of Default has occurred and is continuing, such Grantor shall be entitled
to receive all cash dividends paid with respect to the Pledged Collateral
(other than liquidating or distributing dividends). Any sums paid upon or in
respect of any Pledged Collateral upon the liquidation or dissolution of any
issuer of any Pledged Collateral, any distribution of capital made on or in
respect of any Pledged Collateral or any property distributed upon or with
respect to any Pledged Collateral pursuant to the recapitalization or
reclassification of the capital of any issuer of Pledged Collateral or pursuant
to the reorganization thereof shall, unless otherwise subject to a perfected
security interest in favor of the Administrative Agent, be delivered to the
Administrative Agent to be held by it hereunder as additional collateral
security for the Secured Obligations. If any sum of money or property so paid
or distributed in respect of any Pledged Collateral shall be received by such
Grantor, such Grantor shall, until such money or property is paid or delivered
to the Administrative Agent, hold such money or property in trust for the
Administrative Agent, segregated from other funds of such Grantor, as
additional security for the Secured Obligations.



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            (c) Except as provided in Article V (Remedial Provisions), such Grantor
shall be entitled to exercise all voting, consent and corporate, partnership,
limited liability company and similar rights with respect to the Pledged
Collateral; provided, however, that no vote shall be cast, consent given or
right exercised or other action taken by such Grantor that would impair the
Collateral, be inconsistent with or result in any violation of any provision of
the Credit Agreement, this Agreement or any other Loan Document or, without
prior notice to the Administrative Agent, enable or permit any issuer of
Pledged Collateral to issue any Stock or other equity Securities of any nature
or to issue any other securities convertible into or granting the right to
purchase or exchange for any Stock or other equity Securities of any nature of
any issuer of Pledged Collateral.



            (d) Such Grantor shall not grant “control” (within the meaning of such
term under Article 9-106 of the UCC) over any Investment Property to any Person
other than the Administrative Agent.



            (e) In the case of each Grantor that is an issuer of Pledged Collateral,
such Grantor agrees to be bound by the terms of this Agreement relating to the
Pledged Collateral issued by it and shall comply with such terms insofar as
such terms are applicable to it. In the case of any Grantor that is a holder
of any Stock or Stock Equivalent in any Person that is an issuer of Pledged
Collateral, such Grantor consents to (i) the exercise of the rights granted to
the Administrative Agent hereunder (including those described in Section 5.3
(Pledged Collateral)), and (ii) the pledge by each other Grantor, pursuant to
the terms hereof, of the Pledged Stock in such Person and to the transfer of
such Pledged Stock to the Administrative Agent or its nominee and to the
substitution of the Administrative Agent or its nominee as a holder of such
Pledged Stock with all the rights, powers and duties of other holders of
Pledged Stock of the same class and, if the Grantor having pledged such Pledged
Stock hereunder had any right, power or duty at the time of such pledge or at
the time of such substitution beyond that of such other holders, with all such
additional rights, powers and duties. Such Grantor agrees to execute and
deliver to the Administrative Agent such certificates, agreements and other
documents as may be necessary to evidence, formalize or otherwise give effect
to the consents given in this clause (e).



            (f) Such Grantor shall not, without the consent of the Administrative
Agent, agree to any amendment of any Constituent Document that in any way
adversely affects the perfection of the security interest of the Administrative
Agent in the Pledged Collateral pledged by such Grantor hereunder, including
any amendment electing to treat any membership interest or partnership interest
that is part of the Pledged Collateral as a “security” under Section 8-103 of
the UCC, or any election to turn any previously uncertificated Stock that is
part of the Pledged Collateral into certificated Stock.



            Section 4.5 Accounts. Such Grantor shall not, other than in the ordinary
course of business consistent with its past practice, (i) grant any extension
of the time of payment of any Account, (ii) compromise or settle any Account
for less than the full amount thereof, (iii) release, wholly or partially, any
Person liable for the payment of any Account, (iv) allow any credit or discount
on any Account or (v) amend, supplement or modify any Account in any manner
that could adversely affect the value thereof.



            Section 4.6 Delivery of Instruments and Chattel Paper. If any amount in
excess of $250,000 payable under or in connection with any Collateral owned by
such Grantor shall be or become evidenced by an Instrument or Chattel Paper,
such Grantor shall immediately deliver such Instrument or Chattel Paper to the
Administrative Agent, duly indorsed in a manner



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satisfactory to the Administrative Agent, or, if consented to by the
Administrative Agent, shall mark all such Instruments and Chattel Paper with
the following legend: “This writing and the obligations evidenced or secured
hereby are subject to the security interest of Citicorp North America, Inc., as
Administrative Agent”.




            Section 4.7 Intellectual Property



            (a) Such Grantor (either itself or through licensees) shall (i) continue
to use each Trademark that is Material Intellectual Property in order to
maintain such Trademark in full force and effect with respect to each class of
goods for which such Trademark is currently used, free from any claim of
abandonment for non-use, (ii) maintain as in the past the quality of products
and services offered under such Trademark, (iii) use such Trademark with the
appropriate notice of registration and all other notices and legends required
by applicable Requirements of Law, (iv) not adopt or use any mark that is
confusingly similar or a colorable imitation of such Trademark unless the
Administrative Agent shall obtain a perfected security interest in such mark
pursuant to this Agreement and (v) not (and not permit any licensee or
sublicensee thereof to) do any act or knowingly omit to do any act whereby such
Trademark (or any goodwill associated therewith) may become destroyed,
invalidated, impaired or harmed in any way.



            (b) Such Grantor (either itself or through licensees) shall not do any
act, or knowingly omit to do any act, whereby any Patent that is Material
Intellectual Property may become forfeited, abandoned or dedicated to the
public.



            (c) Such Grantor (either itself or through licensees) (i) shall not (and
shall not permit any licensee or sublicensee thereof to) do any act or
knowingly omit to do any act whereby any portion of the Copyrights that is
Material Intellectual Property may become invalidated or otherwise impaired and
(ii) shall not (either itself or through licensees) do any act whereby any
portion of the Copyrights that is Material Intellectual Property may fall into
the public domain.



            (d) Such Grantor (either itself or through licensees) shall not do any
act, or knowingly omit to do any act, whereby any trade secret that is Material
Intellectual Property may become publicly available or otherwise unprotectable.



            (e) Such Grantor (either itself or through licensees) shall not do any act
that knowingly uses any Material Intellectual Property to infringe,
misappropriate, or violate the intellectual property rights of any other
Person.



            (f) Such Grantor shall notify the Administrative Agent promptly if it
knows, or has reason to know, that any application or registration relating to
any Material Intellectual Property may become forfeited, abandoned or dedicated
to the public, or of any adverse determination or development (including the
institution of, or any such determination or development in, any proceeding in
the United States Patent and Trademark Office, the United States Copyright
Office or any court or tribunal in any country) regarding such Grantor’s
ownership of, right to use, interest in, or the validity of, any Material
Intellectual Property or such Grantor’s right to register the same or to own
and maintain the same.



            (g) Whenever such Grantor, either by itself or through any agent, licensee
or designee, shall file an application for the registration of any Intellectual
Property with the United



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States Patent and Trademark Office, the United States Copyright Office or
any similar office or agency within or outside the United States or register
any Internet domain name, such Grantor shall report such filing to the
Administrative Agent within five Business Days after the last day of the fiscal
quarter in which such filing occurs. Upon request of the Administrative Agent,
such Grantor shall execute and deliver, and have recorded, all agreements,
instruments, documents and papers as the Administrative Agent may request to
evidence the Administrative Agent’s security interest in any Copyright, Patent,
Trademark or Internet domain name and the goodwill and general intangibles of
such Grantor relating thereto or represented thereby.




            (h) Such Grantor shall take all reasonable actions necessary or requested
by the Administrative Agent, including in any proceeding before the United
States Patent and Trademark Office, the United States Copyright Office or any
similar office or agency and any Internet domain name registrar, to maintain
and pursue each application (and to obtain the relevant registration) and to
maintain each registration of any Copyright, Trademark, Patent or Internet
domain name that is Material Intellectual Property, including filing of
applications for renewal, affidavits of use, affidavits of incontestability and
opposition and interference and cancellation proceedings.



            (i) In the event that any Material Intellectual Property is or has been
infringed upon or misappropriated or diluted by a third party, such Grantor
shall notify the Administrative Agent promptly after such Grantor learns
thereof. Such Grantor shall take appropriate action in response to such
infringement, misappropriation of dilution, including promptly bringing suit
for infringement, misappropriation or dilution and to recover all damages for
such infringement, misappropriation of dilution, and shall take such other
actions may be appropriate in its reasonable judgment under the circumstances
to protect such Material Intellectual Property.



            (j) Unless otherwise agreed to by the Administrative Agent, such Grantor
shall execute and deliver to the Administrative Agent for filing in (i) the
United States Copyright Office a short-form copyright security agreement in the
form attached hereto as Annex 4 (Form of Short Form Intellectual Property
Security Agreement), (ii) in the United States Patent and Trademark Office and
with the Secretary of State of all appropriate States of the United States a
short-form patent security agreement in the form attached hereto as Annex 4
(Form of Short Form Intellectual Property Security Agreement), (iii) the United
States Patent and Trademark Office a short-form trademark security agreement in
form attached hereto as Annex 4 (Form of Short Form Intellectual Property
Security Agreement) and (iv) with the appropriate Internet domain name
registrar, a duly executed form of assignment of such Internet domain name to
the Administrative Agent (together with appropriate supporting documentation as
may be requested by the Administrative Agent) in form and substance reasonably
acceptable to the Administrative Agent. In the case of clause (iv) above, such
Grantor hereby authorizes the Administrative Agent to file such assignment in
such Grantor’s name and to otherwise perform in the name of such Grantor all
other necessary actions to complete such assignment, and each Grantor agrees to
perform all appropriate actions deemed necessary by the Administrative Agent
for the Administrative Agent to ensure such Internet domain name is registered
in the name of the Administrative Agent.



            Section 4.8 Payment of Obligations. Such Grantor shall pay and discharge
or otherwise satisfy at or before maturity or before they become delinquent, as
the case may be, all material taxes, assessments and governmental charges or
levies imposed upon the Collateral or in respect of income or profits
therefrom, as well as all material claims of any kind (including claims for
labor, materials and supplies) against or with respect to the Collateral,
except that no



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such charge need be paid if the amount or validity thereof is currently
being contested in good faith by appropriate proceedings, reserves in
conformity with GAAP with respect thereto have been provided on the books of
such Grantor and such proceedings could not reasonably be expected to result in
the sale, forfeiture or loss of any material portion of the Collateral or any
interest therein.




            Section 4.9 Notice of Commercial Tort Claims. Such Grantor agrees that,
if it shall acquire any interest in any Commercial Tort Claim reasonably
expected to result, individually, in a settlement in excess of $500,000
(whether from another Person or because such Commercial Tort Claim shall have
come into existence), (i) such Grantor shall, immediately upon such
acquisition, deliver to the Administrative Agent, in each case in form and
substance satisfactory to the Administrative Agent, a notice of the existence
and nature of such Commercial Tort Claim and deliver a supplement to Schedule 7
(Commercial Tort Claims) containing a specific description of such Commercial
Tort Claim, (ii) the provision of Section 2.1 (Collateral) shall apply to such
Commercial Tort Claim and (iii) such Grantor shall execute and deliver to the
Administrative Agent, in each case in form and substance satisfactory to the
Administrative Agent, any certificate, agreement and other document, and take
all other action, deemed by the Administrative Agent to be reasonably necessary
or appropriate for the Administrative Agent to obtain, on behalf of the
Lenders, a first-priority, perfected security interest in all such Commercial
Tort Claims. Any supplement to Schedule 7 (Commercial Tort Claims) delivered
pursuant to this Section 4.9 (Notice of Commercial Tort Claims) shall, after
the receipt thereof by the Administrative Agent, become part of Schedule 7
(Commercial Tort Claims) for all purposes hereunder other than in respect of
representations and warranties made prior to the date of such receipt.



ARTICLE V




REMEDIAL PROVISIONS




            Section 5.1 Code and Other Remedies. During the continuance of an Event
of Default, the Administrative Agent may exercise, in addition to all other
rights and remedies granted to it in this Agreement and in any other instrument
or agreement securing, evidencing or relating to the Secured Obligations, all
rights and remedies of a secured party under the UCC or any other applicable
law. Without limiting the generality of the foregoing, the Administrative
Agent, without demand of performance or other demand, presentment, protest,
advertisement or notice of any kind (except any notice required by law referred
to below) to or upon any Grantor or any other Person (all and each of which
demands, defenses, advertisements and notices are hereby waived), may in such
circumstances forthwith collect, receive, appropriate and realize upon any
Collateral, and may forthwith sell, lease, assign, give option or options to
purchase, or otherwise dispose of and deliver any Collateral (or contract to do
any of the foregoing), in one or more parcels at public or private sale or
sales, at any exchange, broker’s board or office of the Administrative Agent or
any Lender or elsewhere upon such terms and conditions as it may deem advisable
and at such prices as it may deem best, for cash or on credit or for future
delivery without assumption of any credit risk. The Administrative Agent shall
have the right upon any such public sale or sales, and, to the extent permitted
by the UCC and other applicable law, upon any such private sale or sales, to
purchase the whole or any part of the Collateral so sold, free of any right or
equity of redemption of any Grantor, which right or equity is hereby waived and
released. Each Grantor further agrees, at the Administrative Agent’s request,
to assemble the Collateral and make it available to the Administrative Agent at
places that the Administrative



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Agent shall reasonably select, whether at such Grantor’s premises or
elsewhere. The Administrative Agent shall apply the net proceeds of any action
taken by it pursuant to this Section 5.1, after deducting all reasonable costs
and expenses of every kind incurred in connection therewith or incidental to
the care or safekeeping of any Collateral or in any way relating to the
Collateral or the rights of the Administrative Agent and any other Secured
Party hereunder, including reasonable attorneys’ fees and disbursements, to the
payment in whole or in part of the Secured Obligations, in such order as the
Credit Agreement shall prescribe, and only after such application and after the
payment by the Administrative Agent of any other amount required by any
provision of law, need the Administrative Agent account for the surplus, if
any, to any Grantor. To the extent permitted by applicable law, each Grantor
waives all claims, damages and demands it may acquire against the
Administrative Agent or any other Secured Party arising out of the exercise by
them of any rights hereunder. If any notice of a proposed sale or other
disposition of Collateral shall be required by law, such notice shall be deemed
reasonable and proper if given at least 10 days before such sale or other
disposition.




            Section 5.2 Accounts and Payments in Respect of General
Intangibles



            (a) In addition to, and not in substitution for, any similar requirement
in the Credit Agreement, if required by the Administrative Agent at any time
during the continuance of an Event of Default, any payment of Accounts or
payment in respect of General Intangibles, when collected by any Grantor, shall
be forthwith (and, in any event, within two Business Days) deposited by such
Grantor in the exact form received, duly indorsed by such Grantor to the
Administrative Agent, in a Cash Collateral Account, subject to withdrawal by
the Administrative Agent as provided in Section 5.4 (Proceeds to be Turned Over
To Administrative Agent). Until so turned over or turned over, such payment
shall be held by such Grantor in trust for the Administrative Agent, segregated
from other funds of such Grantor. Each such deposit of Proceeds of Accounts
and payments in respect of General Intangibles shall be accompanied by a report
identifying in reasonable detail the nature and source of the payments included
in the deposit.



            (b) At the Administrative Agent’s request, during the continuance of an
Event of Default, each Grantor shall deliver to the Administrative Agent all
original and other documents evidencing, and relating to, the agreements and
transactions that gave rise to the Accounts or payments in respect of General
Intangibles, including all original orders, invoices and shipping receipts.



            (c) The Administrative Agent may, without notice, at any time during the
continuance of an Event of Default, limit or terminate the authority of a
Grantor to collect its Accounts or amounts due under General Intangibles or any
thereof.



            (d) The Administrative Agent in its own name or in the name of others may
at any time during the continuance of an Event of Default communicate with
Account Debtors to verify with them to the Administrative Agent’s satisfaction
the existence, amount and terms of any Account or amounts due under any General
Intangible.



            (e) Upon the request of the Administrative Agent at any time during the
continuance of an Event of Default, each Grantor shall notify Account Debtors
that the Accounts or General Intangibles have been collaterally assigned to the
Administrative Agent and that payments in respect thereof shall be made
directly to the Administrative Agent. In addition, the



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Administrative Agent may at any time during the continuance of an Event of
Default enforce such Grantor’s rights against such Account Debtors and obligors
of General Intangibles.




            (f) Anything herein to the contrary notwithstanding, each Grantor shall
remain liable under each of the Accounts and payments in respect of General
Intangibles to observe and perform all the conditions and obligations to be
observed and performed by it thereunder, all in accordance with the terms of
any agreement giving rise thereto. Neither the Administrative Agent nor any
other Secured Party shall have any obligation or liability under any agreement
giving rise to an Account or a payment in respect of a General Intangible by
reason of or arising out of this Agreement or the receipt by the Administrative
Agent nor any other Secured Party of any payment relating thereto, nor shall
the Administrative Agent nor any other Secured Party be obligated in any manner
to perform any obligation of any Grantor under or pursuant to any agreement
giving rise to an Account or a payment in respect of a General Intangible, to
make any payment, to make any inquiry as to the nature or the sufficiency of
any payment received by it or as to the sufficiency of any performance by any
party thereunder, to present or file any claim, to take any action to enforce
any performance or to collect the payment of any amounts that may have been
assigned to it or to which it may be entitled at any time or times.



            Section 5.3 Pledged Collateral



            (a) During the continuance of an Event of Default, upon notice by the
Administrative Agent to the relevant Grantor or Grantors, (i) the
Administrative Agent shall have the right to receive any Proceeds of the
Pledged Collateral and make application thereof to the Obligations in the order
set forth in the Credit Agreement and (ii) the Administrative Agent or its
nominee may exercise (A) any voting, consent, corporate and other right
pertaining to the Pledged Collateral at any meeting of shareholders, partners
or members, as the case may be, of the relevant issuer or issuers of Pledged
Collateral or otherwise and (B) any right of conversion, exchange and
subscription and any other right, privilege or option pertaining to the Pledged
Collateral as if it were the absolute owner thereof (including the right to
exchange at its discretion any of the Pledged Collateral upon the merger,
amalgamation, consolidation, reorganization, recapitalization or other
fundamental change in the corporate or equivalent structure of any issuer of
Pledged Stock, the right to deposit and deliver any Pledged Collateral with any
committee, depositary, transfer agent, registrar or other designated agency
upon such terms and conditions as the Administrative Agent may determine), all
without liability except to account for property actually received by it;
provided, however, that the Administrative Agent shall have no duty to any
Grantor to exercise any such right, privilege or option and shall not be
responsible for any failure to do so or delay in so doing.



            (b) In order to permit the Administrative Agent to exercise the voting and
other consensual rights that it may be entitled to exercise pursuant hereto and
to receive all dividends and other distributions that it may be entitled to
receive hereunder, (i) each Grantor shall promptly execute and deliver (or
cause to be executed and delivered) to the Administrative Agent all such
proxies, dividend payment orders and other instruments as the Administrative
Agent may from time to time reasonably request and (ii) without limiting the
effect of clause (i) above, such Grantor hereby grants to the Administrative
Agent an irrevocable proxy to vote all or any part of the Pledged Collateral
and to exercise all other rights, powers, privileges and remedies to which a
holder of the Pledged Collateral would be entitled (including giving or
withholding written consents of shareholders, partners or members, as the case
may be, calling special meetings of shareholders, partners or members, as the
case may be, and voting at such meetings), which proxy shall be effective,
automatically and without the necessity of any action (including



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any transfer of any Pledged Collateral on the record books of the issuer
thereof) by any other person (including the issuer of such Pledged Collateral
or any officer or agent thereof) during the continuance of an Event of Default
and which proxy shall only terminate upon the payment in full of the Secured
Obligations.




            (c) Each Grantor hereby expressly authorizes and instructs each issuer of
any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any
instruction received by it from the Administrative Agent in writing that (A)
states that an Event of Default has occurred and is continuing and (B) is
otherwise in accordance with the terms of this Agreement, without any other or
further instructions from such Grantor, and each Grantor agrees that such
issuer shall be fully protected in so complying and (ii) unless otherwise
expressly permitted hereby, pay any dividend or other payment with respect to
the Pledged Collateral directly to the Administrative Agent.



            Section 5.4 Proceeds to be Turned Over To Administrative Agent. Unless
otherwise expressly provided in the Credit Agreement, all Proceeds received by
the Administrative Agent hereunder in cash or Cash Equivalents shall be held by
the Administrative Agent in a Cash Collateral Account. All Proceeds while held
by the Administrative Agent in a Cash Collateral Account (or by such Grantor in
trust for the Administrative Agent) shall continue to be held as collateral
security for the Secured Obligations and shall not constitute payment thereof
until applied as provided in the Credit Agreement.



            Section 5.5 Registration Rights



            (a) Each Grantor recognizes that the Administrative Agent may be unable to
effect a public sale of any Pledged Collateral by reason of certain
prohibitions contained in the Securities Act and applicable state securities
laws or otherwise or may determine that a public sale is impracticable or not
commercially reasonable and, accordingly, may resort to one or more private
sales thereof to a restricted group of purchasers that shall be obliged to
agree, among other things, to acquire such securities for their own account for
investment and not with a view to the distribution or resale thereof. Each
Grantor acknowledges and agrees that any such private sale may result in prices
and other terms less favorable than if such sale were a public sale and,
notwithstanding such circumstances, agrees that any such private sale shall be
deemed to have been made in a commercially reasonable manner. The
Administrative Agent shall be under no obligation to delay a sale of any
Pledged Collateral for the period of time necessary to permit the issuer
thereof to register such securities for public sale under the Securities Act,
or under applicable state securities laws, even if such issuer would agree to
do so.



            (b) Each Grantor agrees to use its commercially reasonable efforts to do
or cause to be done all such other acts as may be necessary to make such sale
or sales of all or any portion of the Pledged Collateral pursuant to this
Section 5.5 valid and binding and in compliance with all other applicable
Requirements of Law. Each Grantor further agrees that a breach of any covenant
contained in this Section 5.5 will cause irreparable injury to the
Administrative Agent and other Secured Parties, that the Administrative Agent
and the other Secured Parties have no adequate remedy at law in respect of such
breach and, as a consequence, that each and every covenant contained in this
Section 5.5 shall be specifically enforceable against such Grantor, and such
Grantor hereby waives and agrees not to assert any defense against an action
for specific performance of such covenants except for a defense that no Event
of Default has occurred under the Credit Agreement.



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PLEDGE AND SECURITY AGREEMENT

AMKOR TECHNOLOGY, INC.




            Section 5.6 Deficiency. Each Grantor shall remain liable for any
deficiency if the proceeds of any sale or other disposition of the Collateral
are insufficient to pay the Secured Obligations and the fees and disbursements
of any attorney employed by the Administrative Agent or any other Secured Party
to collect such deficiency.



ARTICLE VI




THE ADMINISTRATIVE AGENT




            Section 6.1 Administrative Agent’s Appointment as Attorney-in-Fact



            (a) Each Grantor hereby irrevocably constitutes and appoints the
Administrative Agent and any officer or agent thereof, with full power of
substitution, as its true and lawful attorney-in-fact with full irrevocable
power and authority in the place and stead of such Grantor and in the name of
such Grantor or in its own name, for the purpose of carrying out the terms of
this Agreement, to take any appropriate action and to execute any document or
instrument that may be necessary or desirable to accomplish the purposes of
this Agreement, and, without limiting the generality of the foregoing, each
Grantor hereby gives the Administrative Agent the power and right, on behalf of
such Grantor, without notice to or assent by such Grantor, to do any of the
following:




     (i) in the name of such Grantor or its own name, or otherwise, take
possession of and indorse and collect any check, draft, note, acceptance
or other instrument for the payment of moneys due under any Account or
General Intangible or with respect to any other Collateral and file any
claim or take any other action or proceeding in any court of law or
equity or otherwise deemed appropriate by the Administrative Agent for
the purpose of collecting any such moneys due under any Account or
General Intangible or with respect to any other Collateral whenever
payable;




     (ii) in the case of any Intellectual Property, execute and deliver,
and have recorded, any agreement, instrument, document or paper as the
Administrative Agent may request to evidence the Administrative Agent’s
security interest in such Intellectual Property and the goodwill and
General Intangibles of such Grantor relating thereto or represented
thereby;




     (iii) pay or discharge taxes and Liens levied or placed on or
threatened against the Collateral, effect any repair or pay any insurance
called for by the terms of this Agreement (including all or any part of
the premiums therefor and the costs thereof);




     (iv) execute, in connection with any sale provided for in Section
5.1 (Code and Other Remedies) or 5.5 (Registration Rights), any
endorsement, assignment or other instrument of conveyance or transfer
with respect to the Collateral; or




     (v) (A) direct any party liable for any payment under any Collateral
to make payment of any moneys due or to become due thereunder directly to
the Administrative Agent or as the Administrative Agent shall direct, (B)
ask or demand for, collect, and receive payment of and receipt for, any
moneys, claims and other amounts due or to become due at any time in
respect of or arising out of any Collateral, (C) sign and indorse any
invoice, freight or express bill, bill of lading, storage or warehouse
receipt, draft against debtors, assignment, verification, notice and
other document in connection with



20









 





PLEDGE AND SECURITY AGREEMENT

AMKOR TECHNOLOGY, INC.





any Collateral, (D) commence and prosecute any suit, action or
proceeding at law or in equity in any court of competent jurisdiction to
collect any Collateral and to enforce any other right in respect of any
Collateral, (E) defend any suit, action or proceeding brought against
such Grantor with respect to any Collateral, (F) settle, compromise or
adjust any such suit, action or proceeding and, in connection therewith,
give such discharges or releases as the Administrative Agent may deem
appropriate, (G) assign any Copyright, Patent or Trademark (along with
the goodwill of the business to which any such Trademark pertains)
throughout the world for such term or terms, on such conditions, and in
such manner as the Administrative Agent shall in its sole discretion
determine, including the execution and filing of any document necessary
to effectuate or record such assignment and (H) generally, sell,
transfer, pledge and make any agreement with respect to or otherwise deal
with any Collateral as fully and completely as though the Administrative
Agent were the absolute owner thereof for all purposes, and do, at the
Administrative Agent’s option and such Grantor’s expense, at any time, or
from time to time, all acts and things that the Administrative Agent
deems necessary to protect, preserve or realize upon the Collateral and
the Administrative Agent’s and the other Secured Parties’ security
interests therein and to effect the intent of this Agreement, all as
fully and effectively as such Grantor might do.



Anything in this clause (a) to the contrary notwithstanding, the Administrative
Agent agrees that it shall not exercise any right under the power of attorney
provided for in this clause (a) unless an Event of Default shall be continuing.




            (b) If any Grantor fails to perform or comply with any of its agreements
contained herein, the Administrative Agent, at its option, but without any
obligation so to do, may perform or comply, or otherwise cause performance or
compliance, with such agreement.



            (c) The expenses of the Administrative Agent incurred in connection with
actions undertaken as provided in this Section 6.1, together with interest
thereon at a rate per annum equal to the rate per annum at which interest would
then be payable on past due Revolving Loans that are Base Rate Loans under the
Credit Agreement, from the date of payment by the Administrative Agent to the
date reimbursed by the relevant Grantor, shall be payable by such Grantor to
the Administrative Agent on demand.



            (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do
or cause to be done by virtue hereof. All powers, authorizations and agencies
contained in this Agreement are coupled with an interest and are irrevocable
until this Agreement is terminated and the security interests created hereby
are released.



            Section 6.2 Duty of Administrative Agent. The Administrative Agent’s sole
duty with respect to the custody, safekeeping and physical preservation of the
Collateral in its possession shall be to deal with it in the same manner as the
Administrative Agent deals with similar property for its own account. Neither
the Administrative Agent, any other Secured Party nor any of their respective
officers, directors, employees or agents shall be liable for failure to demand,
collect or realize upon any Collateral or for any delay in doing so or shall be
under any obligation to sell or otherwise dispose of any Collateral upon the
request of any Grantor or any other Person or to take any other action
whatsoever with regard to any Collateral. The powers conferred on the
Administrative Agent hereunder are solely to protect the Administrative Agent’s
interest in the Collateral and shall not impose any duty upon the
Administrative Agent or any other Secured Party to exercise any such powers.
The Administrative Agent and the other



21









 





PLEDGE AND SECURITY AGREEMENT

AMKOR TECHNOLOGY, INC.




Secured Parties shall be accountable only for amounts that they actually
receive as a result of the exercise of such powers, and neither they nor any of
their respective officers, directors, employees or agents shall be responsible
to any Grantor for any act or failure to act hereunder, except for their own
gross negligence or willful misconduct.




            Section 6.3 Authorization of Financing Statements. Each Grantor
authorizes the Administrative Agent and its Affiliates, counsel and other
representatives, at any time and from time to time, to file or record financing
statements, amendments to financing statements, and other filing or recording
documents or instruments with respect to the Collateral in such form and in
such offices as the Administrative Agent reasonably determines appropriate to
perfect the security interests of the Administrative Agent under this
Agreement, and such financing statements and amendments may describe the
Collateral covered thereby as “all assets of the debtor”, “all personal
property of the debtor” or words of similar effect. Each Grantor hereby also
authorizes the Administrative Agent and its Affiliates, counsel and other
representatives, at any time and from time to time, to file continuation
statements with respect to previously filed financing statements. A
photographic or other reproduction of this Agreement shall be sufficient as a
financing statement or other filing or recording document or instrument for
filing or recording in any jurisdiction.



            Section 6.4 Authority of Administrative Agent. Each Grantor acknowledges
that the rights and responsibilities of the Administrative Agent under this
Agreement with respect to any action taken by the Administrative Agent or the
exercise or non-exercise by the Administrative Agent of any option, voting
right, request, judgment or other right or remedy provided for herein or
resulting or arising out of this Agreement shall, as between the Administrative
Agent and the other Secured Parties, be governed by the Credit Agreement and by
such other agreements with respect thereto as may exist from time to time among
them, but, as between the Administrative Agent and the Grantors, the
Administrative Agent shall be conclusively presumed to be acting as agent for
the Administrative Agent and the other Secured Parties with full and valid
authority so to act or refrain from acting, and no Grantor shall be under any
obligation, or entitlement, to make any inquiry respecting such authority.



ARTICLE VII




MISCELLANEOUS




            Section 7.1 Amendments in Writing. None of the terms or provisions of

this Agreement may be waived, amended, supplemented or otherwise modified
except in accordance with Section 10.1 (Amendments, Waivers, Etc.) of the
Credit Agreement; provided, however, that annexes to this Agreement may be
supplemented (but no existing provisions may be modified and no Collateral may
be released) through Pledge Amendments and Joinder Agreements, in substantially
the form of Annex 2 (Form of Pledge Amendment) and Annex 3 (Form of Joinder
Agreement) respectively, in each case duly executed by the Administrative Agent
and each Grantor directly affected thereby.



            Section 7.2 Notices. All notices, requests and demands to or upon the
Administrative Agent or any Grantor hereunder shall be effected in the manner
provided for in Section 10.8 (Notices, Etc.) of the Credit Agreement; provided,
however, that any such notice, request or demand to or upon any Grantor shall
be addressed to the Borrower’s notice address set forth in such Section 10.8.



22









 





PLEDGE AND SECURITY AGREEMENT

AMKOR TECHNOLOGY, INC.




            Section 7.3 No Waiver by Course of Conduct; Cumulative Remedies. Neither
the Administrative Agent nor any other Secured Party shall by any act (except
by a written instrument pursuant to Section 7.1 (Amendments in Writing)),
delay, indulgence, omission or otherwise be deemed to have waived any right or
remedy hereunder or to have acquiesced in any Default or Event of Default. No
failure to exercise, nor any delay in exercising, on the part of the
Administrative Agent or any other Secured Party, any right, power or privilege
hereunder shall operate as a waiver thereof. No single or partial exercise of
any right, power or privilege hereunder shall preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. A
waiver by the Administrative Agent or any other Secured Party of any right or
remedy hereunder on any one occasion shall not be construed as a bar to any
right or remedy that the Administrative Agent or such other Secured Party would
otherwise have on any future occasion. The rights and remedies herein provided
are cumulative, may be exercised singly or concurrently and are not exclusive
of any other rights or remedies provided by law.



            Section 7.4 Successors and Assigns. This Agreement shall be binding upon
the successors and assigns of each Grantor and shall inure to the benefit of
the Administrative Agent and each other Secured Party and their successors and
assigns; provided, however, that no Grantor may assign, transfer or delegate
any of its rights or obligations under this Agreement without the prior written
consent of the Administrative Agent.



            Section 7.5 Counterparts. This Agreement may be executed by one or more
of the parties to this Agreement on any number of separate counterparts
(including by telecopy), each of which when so executed shall be deemed to be
an original and all of which taken together shall constitute one and the same
agreement. Signature pages may be detached from multiple counterparts and
attached to a single counterpart so that all signature pages are attached to
the same document. Delivery of an executed counterpart by telecopy shall be
effective as delivery of a manually executed counterpart.



            Section 7.6 Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.



            Section 7.7 Section Headings. The Article and Section titles contained in
this Agreement are, and shall be, without substantive meaning or content of any
kind whatsoever and are not part of the agreement of the parties hereto.



            Section 7.8 Entire Agreement. This Agreement together with the other Loan
Documents represents the entire agreement of the parties and supersedes all
prior agreements and understandings relating to the subject matter hereof.



            Section 7.9 Governing Law. This Agreement and the rights and obligations
of the parties hereto shall be governed by, and construed and interpreted in
accordance with, the law of the State of New York.



            Section 7.10 Additional Grantors. If, pursuant to Section 6.9 (Additional
Collateral and Guaranties) of the Credit Agreement, the Borrower shall be
required to cause any Subsidiary that is not a Grantor to become a Grantor
hereunder, such Subsidiary shall execute and deliver to the Administrative
Agent a Joinder Agreement substantially in the form of Annex 3



23









 





PLEDGE AND SECURITY AGREEMENT

AMKOR TECHNOLOGY, INC.




(Form of Joinder Agreement) and shall thereafter for all purposes be a
party hereto and have the same rights, benefits and obligations as a Grantor
party hereto on the Closing Date.




            Section 7.11 Release of Collateral



            (a) At the time provided in Section 9.8(a) (Release of Collateral) of the
Credit Agreement, the Collateral shall be released from the Lien created hereby
and this Agreement and all obligations (other than those expressly stated to
survive such termination) of the Administrative Agent and each Grantor
hereunder shall terminate, all without delivery of any instrument or
performance of any act by any party, and all rights to the Collateral shall
revert to the Grantors. At the request and sole expense of any Grantor
following any such termination, the Administrative Agent shall deliver to such
Grantor any Collateral of such Grantor held by the Administrative Agent
hereunder and execute and deliver to such Grantor such documents as such
Grantor shall reasonably request to evidence such termination.



            (b) If the Administrative Agent shall be directed or permitted pursuant to
Section 9.8(b) or (c) (Release of Collateral) of the Credit Agreement to
release any Lien created hereby upon any Collateral (including any Collateral
sold or disposed of by any Grantor in a transaction permitted by the Credit
Agreement), such Collateral shall be released from the Lien created hereby to
the extent provided under, and subject to the terms and conditions set forth
in, Section 9.8(b) or (c) (Release of Collateral) of the Credit Agreement. In
connection therewith, the Administrative Agent, at the request and sole expense
of the Borrower, shall execute and deliver to the Borrower all releases or
other documents, including, without limitation, UCC termination statements,
reasonably necessary or desirable in connection with the release of the Lien
created hereby on such Collateral. At the request and sole expense of the
Borrower, a Grantor shall be released from its obligations hereunder in the
event that all the capital stock of such Grantor shall be so sold or disposed;
provided, however, that the Borrower shall have delivered to the Administrative
Agent, at least ten Business Days prior to the date of the proposed release, a
written request for release identifying the relevant Grantor and the terms of
the sale or other disposition in reasonable detail, including the price thereof
and any expenses in connection therewith, together with a certification by the
Borrower in form and substance satisfactory to the Administrative Agent stating
that such transaction is in compliance with the Credit Agreement and the other
Loan Documents.



            Section 7.12 Reinstatement. Each Grantor further agrees that, if any
payment made by any Loan Party or other Person and applied to the Obligations
is at any time annulled, avoided, set aside, rescinded, invalidated, declared
to be fraudulent or preferential or otherwise required to be refunded or
repaid, or the proceeds of Collateral are required to be returned by any
Secured Party to such Loan Party, its estate, trustee, receiver or any other
party, including any Grantor, under any bankruptcy law, state or federal law,
common law or equitable cause, then, to the extent of such payment or
repayment, any Lien or other Collateral securing such liability shall be and
remain in full force and effect, as fully as if such payment had never been
made or, if prior thereto the Lien granted hereby or other Collateral securing
such liability hereunder shall have been released or terminated by virtue of
such cancellation or surrender), such Lien or other Collateral shall be
reinstated in full force and effect, and such prior cancellation or surrender
shall not diminish, release, discharge, impair or otherwise affect any Lien or
other Collateral securing the obligations of any Grantor in respect of the
amount of such payment.



[SIGNATURE PAGES FOLLOW]




24









 








            IN WITNESS WHEREOF, each of the undersigned has caused this Pledge and
Security Agreement to be duly executed and delivered as of the date first above
written.



	 	 	 	 	 
	 
	 	 	 	 
	 	 	AMKOR TECHNOLOGY, INC.,
	 	 	as Grantor
	 
	 	 	 	 
	

	 	By:
	 	/s/ KENNETH JOYCE



	

	 	 	 	Name: Kenneth Joyce
	

	 	 	 	Title: Chief Financial Officer
	 
	 	 	 	 
	 	 	GUARDIAN ASSETS, INC.,
	 	 	as Grantor
	 
	 	 	 	 
	

	 	By:
	 	/s/ KENNETH JOYCE



	

	 	 	 	Name: Kenneth Joyce
	

	 	 	 	Title: Chief Financial Officer







ACCEPTED AND AGREED

as of the date first above written:




CITICORP NORTH AMERICA, INC.,

as Administrative Agent




	 	 	 
	By:

	 	/s/ SUZANNE CRYMES



Name: Suzanne Crymes
	

	 	Title: Vice President







[SIGNATURE PAGE TO PLEDGE AND SECURITY AGREEMENT FOR AMKOR TECHNOLOGY, INC.’S CREDIT AGREEMENT]





 









 





Annex 1

to

Pledge and Security Agreement




Form of Securities Account Control Agreement




[Name and Address

of Approved Securities

Intermediary]



                                             , 20      




     Ladies and Gentlemen:



        The undersigned                                       (the “Pledgor”) together with certain
of its affiliates are party to a Pledge and Security Agreement dated June 29,
2004 in favor of Citicorp North America, Inc., as agent for the Secured Parties
referred to therein (the “Pledgee” and such agreement the “Pledge and Security
Agreement”) pursuant to which a security interest is granted by the Pledgor in
all present and future Assets (hereinafter defined) in Account No.
    of
the Pledgor (the “Pledge”).



        In connection therewith, the Pledgor hereby instructs you (the “Approved
Securities Intermediary”) to do all of the following:




	1.	 	maintain the Account, as “                   - Citicorp North
America, Inc. Control Account”;
	 
	2.	 	hold in the Account the assets, including, without
limitation, all financial assets, securities, security entitlements
and all other property and rights now or hereafter received in such
Account (collectively the “Assets”), including, without limitation,
those assets listed on Schedule A (List of Assets) attached hereto
and made a part hereof;
	 
	3.	 	provide to the Pledgee, with a duplicate copy to the Pledgor,
a monthly statement of Assets and a confirmation statement of each
transaction effected in the Account after such transaction is
effected; and
	 
	4.	 	honor only the instructions or entitlement orders (within the
meaning of Section 8-102 of the UCC (as defined below) (the
“Entitlement Orders”) in regard to or in connection with the Account
given by an Authorized Officer of the Pledgee, except as provided in
the following sentence. Until such time as the Pledgee gives a
written notice in the form of Exhibit A hereto to the Approved
Securities Intermediary that the Pledgor’s rights under this
sentence have been terminated (on which notice the Approved
Securities Intermediary may rely exclusively), the Pledgor acting
through an Authorized Officer may (a) exercise any voting right that
it may have with respect to any Asset, (b) give Entitlement Orders
and otherwise give instructions to enter into purchase or sale
transactions in the Account and (c) withdraw and receive for its own
use all regularly scheduled interest [and dividends] paid with
respect to the Assets [and all cash proceeds of any sale of Assets]
(“Permitted Withdrawals”); provided, however,




A1-1









 






	 	 	that, unless the Pledgee has consented to the specific
transaction, the Pledgor shall not instruct the Approved
Securities Intermediary to deliver and, except as may be required
by law or by court order, the Approved Securities Intermediary
shall not deliver, cash, securities, or proceeds from the sale of,
or distributions on, such securities out of the Account to the
Pledgor or to any other person or entity other than Permitted
Withdrawals.





        By its signature below, the Approved Securities Intermediary agrees to
comply with the Entitlement Orders and instructions of an Authorized Officer of
the Pledgee (including, without limitation, any instruction with respect to
sales, trades, transfers and withdrawals of cash or other of the Assets)
without the further consent of the Pledgor or any other person (it being
understood and agreed by the Pledgor that the Approved Securities Intermediary
shall have no duty or obligation whatsoever to have knowledge of the terms of
the Pledge and Security Agreement or to determine whether or not an event of
default exists thereunder). The Pledgor hereby agrees to indemnify and hold
harmless the Approved Securities Intermediary, its affiliates, officers and
employees from and against all claims, causes of action, liabilities, lawsuits,
demands and damages, including, without limitation, all court costs and
reasonable attorney’s fees, that may result by reason of the Approved
Securities Intermediary complying with such instructions of the Pledgee.



        The Authorized Officer of the Pledgee who shall give oral instructions
hereunder shall confirm the same in writing to the Approved Securities
Intermediary within five days after such oral instructions are given.



        For the purpose of this Agreement, the term “Authorized Officer of the
Pledgor” shall refer in the singular to
              
or                 
     (each of whom is, on the date hereof, an officer or
director of the Pledgor) and “Authorized Officer of the Pledgee” shall refer in
the singular to any person who is a vice president or managing director of the
Pledgee. In the event that the Pledgor shall find it advisable to designate a
replacement for any of its Authorized Officers, written notice of any such
replacement shall be given to the Approved Securities Intermediary and the
Pledgee.



        Except with respect to the obligations and duties as set forth herein,
this Agreement shall not impose or create any obligation or duty upon the
Approved Securities Intermediary greater than or in addition to the customary
and usual obligations and duties of the Approved Securities Intermediary to the
Pledgor.



        As long as the Assets are pledged to the Pledgee, (i) the Approved
Securities Intermediary shall not invade the Assets to cover margin debits or
calls in any other account of the Pledgor and (ii) the Approved Securities
Intermediary agrees that, except for liens resulting from customary
commissions, fees, or charges based upon transactions in the Account, it
subordinates in favor of the Pledgee any security interest, lien or right of
setoff the Approved Securities Intermediary may have. The Approved Securities
Intermediary acknowledges that it has not received notice of any other security
interest in the Account or the Assets. In the event any such notice is
received, the Approved Securities Intermediary shall promptly notify the
Pledgee. The Pledgor herein represents that the Assets are free and clear of
any lien or encumbrance and agrees that, with the exception of the security
interest granted to the Pledgee, no lien or encumbrance shall be placed by it
on the Assets without the express written consent of both the Pledgee and the
Approved Securities Intermediary.



A1-2









 





        This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns and it and the
rights and obligations of the parties hereto shall be governed by, and
construed and interpreted in accordance with, and the law of the Approved
Securities Intermediary’s jurisdiction for the purposes of Section 8-110 of the
Uniform Commercial Code in effect in the State of New York (the “UCC”) shall
be, the law of the State of New York.



        The Approved Securities Intermediary shall treat all property at any time
held by the Approved Securities Intermediary in the Account as Financial Assets
within the meaning of the UCC. The Approved Securities Intermediary
acknowledges that this Agreement constitutes written notification to the
Approved Securities Intermediary, pursuant to the UCC and any applicable
federal regulations for the Federal Reserve Book Entry System, of the Pledgee’s
security interest in the Assets. The Pledgor, Pledgee and Approved Securities
Intermediary are entering into this Agreement to provide for the Pledgee’s
control of the Assets and to confirm the first priority of the Pledgee’s
security interest in the Assets.



        If any term or provision of this Agreement is determined to be invalid or
unenforceable, the remainder of this Agreement shall be construed in all
respects as if the invalid or unenforceable term or provision were omitted.
This Agreement may not be altered or amended in any manner without the express
written consent of the Pledgor, the Pledgee and the Approved Securities
Intermediary. This Agreement may be executed in any number of counterparts,
all of which shall constitute one original agreement.



        The Pledgor hereby agrees to indemnify and hold you, your directors,
officers, agents and employees harmless against all claims, causes of action,
liabilities, lawsuits, demands and damages, including, without limitation, all
court costs and reasonable attorney fees, in each case in any way related to or
arising out of or in connection with this letter agreement or any action taken
or not taken pursuant hereto, except to the extent caused by your gross
negligence or willful misconduct.



        This Agreement may be terminated by the Approved Securities Intermediary
upon 30 day’s prior written notice to the Pledgor and the Pledgee. Upon
expiration of such 30-day period, the Approved Securities Intermediary shall be
under no further obligation except to hold the Assets in accordance with the
terms of this Agreement, pending receipt of written instructions from the
Pledgor and the Pledgee, jointly, regarding the further disposition of the
pledged Assets.



        The Pledgor acknowledges that this Agreement supplements any existing
agreement of the Pledgor with the Approved Securities Intermediary and, except
as expressly provided herein, is in no way intended to abridge any right that
the Approved Securities Intermediary might otherwise have.



A1-3









 





        In witness whereof, the Pledgor and the Pledgee have caused this Agreement
to be executed by their duly authorized officers all as of the date first above
written.


	 	 	 	 	 
	 	[NAME OF PLEDGOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	CITICORP NORTH AMERICA, INC.,

as Administrative Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




ACCEPTED AND AGREED

as of the date first above written:



[APPROVED FINANCIAL INTERMEDIARY]



	 	 	 	 	 
	 	 	 
	By:  	 	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




[SIGNATURE PAGE TO SECURITIES ACCOUNT CONTROL AGREEMENT]







A1-4









 








SCHEDULE A

TO

SECURITIES ACCOUNT CONTROL AGREEMENT




PLEDGED COLLATERAL ACCOUNT NUMBER:                                      







A1-5









 








EXHIBIT A

TO

SECURITIES ACCOUNT CONTROL AGREEMENT




Form of Administrative Agent Notice of Control




[Securities Intermediary]

[Address]




  Re:   Account No.                                                         (the “Account”)



Ladies and Gentlemen:




        Reference is made to the Account and that certain Securities Account
Control Agreement dated
                        ,
20          among you, Citicorp North America,
Inc., as Administrative Agent (the “Administrative
Agent”), and
[        ] (the “Pledgor”) (such agreement, the “Securities Account Control
Agreement”). Capitalized terms used herein shall have the meanings given to
them in the Securities Account Control Agreement.



        The Administrative Agent hereby notifies you that, from and after the date
of this notice, the Pledgor’s rights to give Entitlement Orders with respect to
the Account and the other rights afforded to the Pledgor under paragraph 4 of
the Securities Account Control Agreement are terminated. From and after the
delivery of this notice to you, you shall honor only the Entitlement Orders in
regard to or in connection with the Account and/or the financial assets
contained therein given by an Authorized Officer of the Administrative Agent.


	 	 	 	 	 
	 	Very truly yours,



CITICORP NORTH AMERICA, INC,

as Administrative Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




A1-6









 







	 	 	 	 	 



ANNEX 2

TO

PLEDGE AND SECURITY AGREEMENT




FORM OF PLEDGE AMENDMENT





        This
PLEDGE AMENDMENT, dated as of        
               
 , 20     , is delivered
pursuant to Section 4.4(a) (Pledged Collateral) of the Pledge and Security
Agreement, dated as of June 29, 2004, by Amkor Technology, Inc. (the
“Borrower”), Guardian Assets, Inc., the [undersigned Grantor and the other
]Subsidiaries of the Borrower from time to time party thereto as Grantors in
favor of Citicorp North America, Inc., as agent for the Secured Parties
referred to therein (the “Pledge and Security Agreement”) and the undersigned
hereby agrees that this Pledge Amendment may be attached to the Pledge and
Security Agreement and that the Pledged Collateral listed on this Pledge
Amendment shall be and become part of the Collateral referred to in the Pledge
and Security Agreement and shall secure all Secured Obligations of the
undersigned. Capitalized terms used herein but not defined herein are used
herein with the meaning given them in the Pledge and Security Agreement.


	 	 	 	 	 
	 	[Grantor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




Pledged Stock




	 
	 	 	 	 	 	 	 	 	 	 	 	NUMBER OF
	 	 	 	 	 	 	 	 	 	 	 	SHARES,
	 	 	 	 	 	 	 	 	 	 	 	UNITS OR
	ISSUER
	 	CLASS
	 	 	CERTIFICATE NO(S).
	 	 	PAR VALUE
	 	 	INTERESTS






Pledged Debt Instruments




	 
	 	 	 	 	 	 	 	 	 	 	 	PRINCIPAL
	ISSUER
	 	DESCRIPTION OF DEBT
	 	 	CERTIFICATE NO(S).
	 	 	FINAL MATURITY
	 	 	AMOUNT







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ACKNOWLEDGED AND AGREED

as of the date first above written:



CITICORP NORTH AMERICA, INC.,

as Administrative Agent


	 	 	 	 	 
	 	 	 
	By:  	 	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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ANNEX 3

TO

PLEDGE AND SECURITY AGREEMENT




FORM OF JOINDER AGREEMENT





        This
JOINDER AGREEMENT, dated as of        
               
 , 20     , is delivered
pursuant to Section 7.10 (Additional Grantors) of the Pledge and Security
Agreement, dated as of June 29, 2004, by Amkor Technology, Inc. (the
“Borrower”), Guardian Assets, Inc. and the other Subsidiaries of the Borrower
from time to time party thereto as Grantors in favor of Citicorp North America,
Inc., as agent for the Secured Parties referred to therein (the “Pledge and
Security Agreement”). Capitalized terms used herein but not defined herein are
used with the meanings given them in the Pledge and Security Agreement.



        By executing and delivering this Joinder Agreement, the undersigned, as
provided in Section 7.10 (Additional Grantors) of the Pledge and Security
Agreement, hereby becomes a party to the Pledge and Security Agreement as a
Grantor thereunder with the same force and effect as if originally named as a
Grantor therein and, without limiting the generality of the foregoing, hereby
grants to the Administrative Agent, as collateral security for the full, prompt
and complete payment and performance when due (whether at stated maturity, by
acceleration or otherwise) of the Secured Obligations of the undersigned,
hereby collaterally assigns, mortgages, pledges and hypothecates to the
Administrative Agent and grants to the Administrative Agent a Lien on and
security interest in, all of its right, title and interest in, to and under the
Collateral of the undersigned and expressly assumes all obligations and
liabilities of a Grantor thereunder.



        The information set forth in Annex 1-A is hereby added to the information
set forth in Schedules 1 through 6 to the Pledge and Security Agreement. [By
acknowledging and agreeing to this Joinder Agreement, the undersigned hereby
agree that this Joinder Agreement may be attached to the Pledge and Security
Agreement and that the Pledged Collateral listed on Annex 1-A to this Pledge
Amendment shall be and become part of the Collateral referred to in the Pledge
and Security Agreement and shall secure all Secured Obligations of the
undersigned.]1



        The undersigned hereby represents and warrants that each of the
representations and warranties contained in Article III (Representations and
Warranties) of the Pledge and Security Agreement applicable to it is true and
correct on and as the date hereof as if made on and as of such date.



        In witness whereof, the undersigned has caused this Joinder Agreement to
be duly executed and delivered as of the date first above written.


	 	 	 	 	 
	 	[ADDITIONAL GRANTOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 










	1	 	Insert to pledge Stock of the new Subsidiary without doing a Pledge
Amendment.




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ACKNOWLEDGED AND AGREED

as of the date first above written:



[EACH GRANTOR PLEDGING

ADDITIONAL COLLATERAL]


	 	 	 	 	 
	 	 	 
	By:  	 	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




CITICORP NORTH AMERICA, INC.,

as Administrative Agent


	 	 	 	 	 
	 	 	 
	By:  	 	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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ANNEX 4

TO

PLEDGE AND SECURITY AGREEMENT




FORM OF SHORT FORM INTELLECTUAL PROPERTY SECURITY AGREEMENT2





        [COPYRIGHT]
[PATENT] [TRADEMARK] SECURITY AGREEMENT,
dated as of              
       , 20   
 , by each of the entities listed on the signature pages hereof [or that
becomes a party hereto pursuant to Section 7.10 (Additional Grantors) of the
Security Agreement referred to below] (each a “Grantor” and, collectively, the
“Grantors”), in favor of Citicorp North America, Inc. (“CNAI”), as agent for
the Secured Parties (as defined in the Credit Agreement referred to below) (in
such capacity, the “Administrative Agent”).



WITNESSETH:




        WHEREAS, pursuant to the Credit Agreement, dated as of June 29, 2004 (as
the same may be amended, restated, supplemented or otherwise modified from time
to time, the “Credit Agreement”), among Amkor Technology, Inc. (the
“Borrower”), the Lenders and Issuers party thereto and CNAI, as agent for the
Lenders and Issuers, the Lenders and the Issuers have severally agreed to make
extensions of credit to the Borrower upon the terms and subject to the
conditions set forth therein;



        WHEREAS, the Grantors other than the Borrower are party to the Guaranty
pursuant to which they have guaranteed the Obligations; and



        WHEREAS, all the Grantors are party to a Pledge and Security Agreement of
even date herewith in favor of the Administrative Agent (the “Security
Agreement”) pursuant to which the Grantors are required to execute and deliver
this [Copyright] [Patent] [Trademark] Security Agreement;



        NOW, THEREFORE, in consideration of the premises and to induce the
Lenders, the Issuers and the Administrative Agent to enter into the Credit
Agreement and to induce the Lenders and the Issuers to make their respective
extensions of credit to the Borrower thereunder, each Grantor hereby agrees
with the Administrative Agent as follows:



        Section 1. Defined Terms



        Unless otherwise defined herein, terms defined in the Credit Agreement or
in the Security Agreement and used herein have the meaning given to them in the
Credit Agreement or the Security Agreement.



        Section 2. Grant of Security Interest in [Copyright] [Trademark] [Patent]
Collateral



        Each Grantor, as collateral security for the full, prompt and complete
payment and performance when due (whether at stated maturity, by acceleration
or otherwise) of the Secured Obligations of such Grantor, hereby mortgages,
pledges and hypothecates to the Administrative Agent for the benefit of the
Secured Parties, and grants to the Administrative Agent for the benefit of the
Secured Parties a lien on and security interest in, all of its right, title and
interest in, to and under the following Collateral of such Grantor (the
“[Copyright] [Patent] [Trademark] Collateral”):









	2	 	Separate short form agreements should be filed
relating to each Grantor’s
respective copyrights, patents and trademarks.




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        (a) [ all of its Copyrights and Copyright Licenses to which it is a party,
including, without limitation, those referred to on Schedule I hereto;



        (b) all reissues, continuations or extensions of the foregoing; and



        (c) all Proceeds of the foregoing, including, without limitation, any
claim by Grantor against third parties for past, present, future infringement
or dilution of any Copyright or Copyright licensed under any Copyright
License.]



or




        (a) [ all of its Patents and Patent Licenses to which it is a party,
including, without limitation, those referred to on Schedule I hereto;



        (b) all reissues, continuations or extensions of the foregoing; and



        (c) all Proceeds of the foregoing, including, without limitation, any
claim by Grantor against third parties for past, present or future infringement
or dilution of any Patent or any Patent licensed under any Patent License.]



or




         [
(a) all of its Trademarks and Trademark Licenses to which it is a party,
including, without limitation, those referred to on Schedule I hereto;



        (b) all reissues, continuations or extensions of the foregoing;



        (c) all goodwill of the business connected with the use of, and symbolized
by, each Trademark and each Trademark License; and



        (d) all Proceeds of the foregoing, including, without limitation, any
claim by Grantor against third parties for past, present, future (i)
infringement or dilution of any Trademark or Trademark licensed under any
Trademark License or (ii) injury to the goodwill associated with any Trademark
or any Trademark licensed under any Trademark License.]



        Section 3. Security Agreement



        The security interest granted pursuant to this [Copyright] [Patent]
[Trademark] Security Agreement is granted in conjunction with the security
interest granted to the Administrative Agent pursuant to the Security Agreement
and each Grantor hereby acknowledges and affirms that the rights and remedies
of the Administrative Agent with respect to the security interest in the
[Copyright] [Patent] [Trademark] Collateral made and granted hereby are more
fully set forth in the Security Agreement, the terms and provisions of which
are incorporated by reference herein as if fully set forth herein.



[SIGNATURE PAGES FOLLOW]







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        IN WITNESS WHEREOF, each Grantor has caused this [Copyright] [Patent]
[Trademark] Security Agreement to be executed and delivered by its duly
authorized officer as of the date first set forth above.


	 	 	 	 	 
	 	Very truly yours,



[GRANTOR],

as Grantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




ACCEPTED AND AGREED

as of the date first above written:



CITICORP NORTH AMERICA, INC.,

as Administrative Agent


	 	 	 	 	 
	 	 	 
	By:  	 	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[SIGNATURE PAGE
TO [COPYRIGHT] PATENT] [TRADEMARK] [SECURITY AGREEMENT]

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Acknowledgment of Grantor




STATE OF                                      )
                                                         )  ss.

COUNTY OF                                  )



        On
this          
day of                
          , 20   
   before me personally appeared
           , proved to me on the basis of satisfactory evidence to
be the person who executed the foregoing instrument on behalf of
                  , who being by me duly sworn did depose and say that he is an
authorized officer of said corporation, that the said instrument was signed on
behalf of said corporation as authorized by its Board of Directors and that he
acknowledged said instrument to be the free act and deed of said corporation.



	 	 	 
	
 
	Notary Public







[ACKNOWLEDGEMENT OF
GRANTOR FOR [COPYRIGHT] [PATENT] [TRADEMARK] SECURITY AGREEMENT]








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SCHEDULE I

TO

[COPYRIGHT] [PATENT] [TRADEMARK] SECURITY AGREEMENT




[Copyright] [Patent] [Trademark] Registrations





	[A.	 	REGISTERED COPYRIGHTS
	 
	 	 	[Include Copyright Registration Number and Date]
	 
	  B.	 	COPYRIGHT APPLICATIONS
	 
	  C.	 	COPYRIGHT LICENSES]
	 
	[A.	 	REGISTERED PATENTS
	 
	  B.	 	PATENT APPLICATIONS
	 
	  C.	 	PATENT LICENSES]
	 
	[A.	 	REGISTERED TRADEMARKS
	 
	  B.	 	TRADEMARK APPLICATIONS
	 
	  C.	 	TRADEMARK LICENSES]





[Include complete legal description of agreement (name of agreement, parties and date)]









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