exv10w1






Exhibit 10.1







FIRST AMENDMENT TO

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT




     THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
(“Amendment”), dated as of September 10, 2010 (the “Amendment Date”), is among Amkor
Technology, Inc. and its Subsidiaries party thereto, the Lenders party to the Loan and Security
Agreement referred to below, and Bank of America, N.A., as administrative agent for the Lenders.



RECITALS:




     A. The Borrowers, the Lenders, and the Agent have entered into the certain Amended and
Restated Loan and Security Agreement, dated as of April 16, 2009 (the “Loan and Security
Agreement”).



     B. The undersigned parties have agreed to amend the Credit Agreement in certain respects as
provided hereinbelow.



     NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:



ARTICLE I

Definitions




     Section 1.1 Definitions. Unless otherwise defined in this Amendment, terms defined by
the Loan and Security Agreement, where used in this Amendment, shall have the same meanings in this
Amendment as are prescribed by the Loan and Security Agreement.



ARTICLE II

Amendment to Loan and Security Agreement




     Section 2.1 Amendment Certain Definitions in Section 1.1. Effective as of the
Amendment Date, each of the following definitions in Section 1.1 of the Loan and Security
Agreement is hereby amended and restated to read as follows, respectively:




     Applicable Margin — with respect to any Type of Revolving Loan, on any
day, the per annum percentage set forth below, as determined by Average Availability
calculated for Borrower for the preceding completed Fiscal Quarter of Borrower:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Average Availability for	 	Base Rate	 	 	LIBOR	 
	 	 	 	 	preceding completed Fiscal	 	Revolving	 	 	Revolving	 
	Level	 	 	Quarter	 	Loans	 	 	Loans	 
	 	I	 	 	Less than $40,000,000
	 	 	1.50	%	 	 	2.75	%
	 	 	 	 	 
	 	 	 	 	 	 
	II	 	Greater than or equal to
$40,000,000 and equal to or less
than $80,000,000
	 	 	1.25	%	 	 	2.50	%
	 	 	 	 	 
	 	 	 	 	 	 
	III	 	Greater than $80,000,000
	 	 	1.0	%	 	 	2.25	%
	 	 	 	 	 
	 	 	 	 	 	 






FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT — Page 1






 









 









     Subject to the terms of this Agreement, the Applicable Margin shall be
subject to increase or decrease, effective as of the first day of the next
succeeding Fiscal Quarter following a completed Fiscal Quarter as provided above.




     Average Availability — for any period of a completed Fiscal Quarter,
the average of the daily amount of Availability for such period, provided,
that solely for purposes of calculating the Applicable Margin, Average Availability
shall be determined without reference to clause (a) of the definition of
Borrowing Base.




     Termination Date — the earliest to occur of (a) April 16, 2015, (b)
the date on which the Borrowers terminate the Revolving Commitments pursuant to
Section 2.1.4, or (c) the date on which the Revolving Commitments are
terminated pursuant to Section 11.2.



ARTICLE III

Conditions




     Section 3.1 Conditions Precedent. The effectiveness of this Amendment is subject to
the satisfaction of the following conditions precedent:




     (a) no Default or Event of Default shall be in existence as of the Amendment Date after
giving effect to this Amendment;




     (b) the Agent shall have received (i) a fully executed copy of this Amendment, (ii) and
each other agreement, document, certificate or instrument reasonably requested by the Agent
in connection with this Amendment, in each case in form and substance satisfactory to the
Agent.




     (c) Borrowers shall have paid the fee required by Section 3.2.



     Section 3.2 Commitment Fee. Subject to the terms of the Loan and Security Agreement,
in consideration for the Lender’s agreements under this Amendment, the Borrowers jointly and
severally agree to pay to the Agent, for the benefit of the Lenders, a commitment fee in the amount
of $250,000, which shall be deemed fully earned and due and payable in full upon execution by all
parties of this Amendment.



ARTICLE IV

Ratifications, Representations, and Warranties




     Section 4.1 Ratifications. The terms and provisions set forth in this Amendment shall
modify and supersede all inconsistent terms and provisions set forth in the Loan and Security
Agreement and the other Loan Documents and, except as expressly modified and superseded by this
Amendment, the terms and provisions of the Loan and Security Agreement and the other Loan Documents
are ratified and confirmed and shall continue in full force and effect. The Borrowers, the Agent,
and the Lenders agree that the Loan and Security Agreement and the other Loan Documents, as amended
hereby, shall continue to be legal, valid, binding, and enforceable in accordance with their
respective terms.



     Section 4.2 Representations and Warranties. The Borrowers hereby represent and
warrant to the Agent and the Lenders that (a) the execution, delivery, and performance of this
Amendment and any and all other Loan Documents executed and/or delivered in connection herewith
have been authorized by all requisite action on the part of the Borrowers and will not violate the
certificate of incorporation or bylaws of any Borrower, (b) the representations and warranties of
the Borrowers contained in the Loan



FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT — Page 2





 









 







and Security Agreement, as amended hereby, and any other Loan Document are true and correct on
and as of the Amendment Date as though made on and as of the Amendment Date (except to the extent
that such representations and warranties were expressly made only in reference to a specific date),
and (c) after giving effect to this Amendment, no Default or Event of Default has occurred and is
continuing.




ARTICLE V

Miscellaneous




     Section 5.1 Survival of Representations and Warranties. All representations and
warranties made in this Amendment or any other Loan Document including any Loan Document furnished
in connection with this Amendment shall survive the execution and delivery of this Amendment and
the other Loan Documents, and no investigation by the Agent or any Lender shall affect the
representations and warranties or the right of the Agent or any Lender to rely upon them.



     Section 5.2 Reference to Loan and Security Agreement and Other Loan Documents. Each
of the Loan Documents, including the Loan and Security Agreement and any and all other agreements,
documents, or instruments now or hereafter executed and delivered pursuant to the terms hereof or
pursuant to the terms of the Loan and Security Agreement and the other Loan Documents as amended
hereby, are hereby amended so that any reference in such Loan Documents to the Loan and Security
Agreement or any other Loan Document shall mean a reference to the Loan and Security Agreement and
the other Loan Documents as amended hereby.



     Section 5.3 Severability. Any provision in this Amendment that is held to be
inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be
inoperative, unenforceable, or invalid without affecting the remaining provisions in that
jurisdiction or the operation, enforceability, or validity of that provision in any other
jurisdiction, and to this end the provisions of this Amendment are declared to be severable.



     Section 5.4 Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK, PROVIDED THAT IN THE EVENT ANY COURT DETERMINES THAT NEW YORK LAW DOES NOT
GOVERN THE LAWS OF THE STATE OF TEXAS SHALL GOVERN, IN ANY SUCH CASE WITHOUT GIVING EFFECT TO ANY
CONFLICT OF LAW PRINCIPLES (BUT GIVING EFFECT TO FEDERAL LAWS RELATING TO NATIONAL BANKS).



     Section 5.5 Successors and Assigns. This Amendment is binding upon and shall inure to
the benefit of the Borrowers, the Agent, and the Lenders and their respective successors and
assigns, except the Borrowers may not assign or transfer any of their respective rights or
obligations hereunder without the prior written consent of the Lenders and any assignment by the
Lenders shall be made only in accordance with the terms of the Loan and Security Agreement.



     Section 5.6 Counterparts. This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one agreement, and any of the parties
hereto may execute this Amendment by signing any such counterpart and a telecopy of any such
executed signature page shall be valid as an original. This Amendment shall be effective when it
has been executed by the Borrowers, the Agent, and the Requisite Lenders.



     Section 5.7 Effect of Amendment. No consent or waiver, express or implied, by the
Agent or any Lender to or for any breach of or deviation from any covenant, condition, or duty by
the Borrowers shall be deemed a consent or waiver to or of any other breach of the same or any
other covenant,



FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT — Page 3






 









 







condition, or duty. The Borrowers hereby (a) agree that this Amendment shall not limit or
diminish the obligations of the Borrowers under the Loan Documents delivered in connection with the
Credit Agreement, executed or joined in by the Borrowers and delivered to the Agent, (b) reaffirms
the Borrowers’ obligations under each of such Loan Documents, and (c) agrees that each of such Loan
Documents to which the Borrowers are a party remains in full force and effect and is hereby
ratified and confirmed.




     Section 5.8 Further Assurances. The Borrowers shall execute and deliver, or cause to
be executed and delivered, to the Agent such documents and agreements, and shall take or cause to
be taken such actions as the Agent may, from time to time, reasonably request to carry out the
terms of this Amendment and the other Loan Documents.



     Section 5.9 Headings. The headings, captions, and arrangements used in this Amendment
are for convenience only and shall not affect the interpretation of this Amendment.



     Section 5.10 Entire Agreement. THIS AMENDMENT AND ALL OTHER INSTRUMENTS, DOCUMENTS,
AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION WITH THIS AMENDMENT EMBODY THE FINAL, ENTIRE
AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS,
REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THIS AMENDMENT, AND MAY
NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS
OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO.



     Section 5.11 Amendment as a Loan Document. This Amendment constitutes a Loan Document
and any failure of the Borrowers to comply with the terms and conditions of this Amendment shall
result in a Default under the Credit Agreement.



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     IN WITNESS WHEREOF, the parties have entered into this Amendment on the date first above
written.



	 	 	 	 	 
	 	BORROWER:



AMKOR TECHNOLOGY, INC.

 	 
	 	By:  	/s/ Joanne
Solomon	 
	 	 	Joanne Solomon	 
	 	 	Executive Vice President and Chief
Financial Officer	 
	 



FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT — Page 5




 









 








	 	 	 	 	 
	 	AGENT:



BANK OF AMERICA, N.A.,

as administrative agent

 	 
	 	By:  	/s/ Laura K. Wieland	 
	 	 	Laura K. Wieland	 
	 	 	Assistant Vice President	 
	 



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	 	LENDERS:




BANK OF AMERICA, N.A.

 	 
	 	By:  	 /s/ Laura K. Wieland	 
	 	 	Laura K. Wieland	 
	 	 	Assistant Vice President	 
	 
	 	WELLS FARGO 

CAPITAL FINANCE, LLC

 	 
	 	By:  	 /s/ Michael P. Baranowski	 
	 	 	Michael P. Baranowski	 
	 	 	Vice President	 
	 
	 	DEUTSCHE BANK TRUST COMPANY 

AMERICAS

 	 
	 	By:  	 /s/ Paul O'Leary	 
	 	 	Paul O'Leary	 
	 	 	Director	 
	 	 	 
	 	By:  	
 /s/ Evelyn Thierry	 
	 	 	Evelyn Thierry	 
	 	 	Director	 
	 



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