Common use of Contingent Obligation Clause in Contracts

Contingent Obligation. any obligation of a Person arising from a guaranty, indemnity or other assurance of payment or performance of any Debt, lease, dividend or other obligation (“primary obligations”) of another obligor (“primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person under any (a) guaranty, endorsement, co-making or sale with recourse of an obligation of a primary obligor; (b) obligation to make take-or-pay or similar payments regardless of nonperformance by any other party to an agreement; and (c) arrangement (i) to purchase any primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth or solvency of the primary obligor, (iv) to purchase Property or services for the purpose of assuring the ability of the primary obligor to perform a primary obligation, or (v) otherwise to assure or hold harmless the holder of any primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum amount for which such Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto. Control: possession, directly or indirectly, of the power to direct or cause direction of a Person’s management or policies, whether through the ability to exercise voting power, by contract or otherwise. Conversion Date: the date on which the Agent provides to Borrower Agent written notice (together with an updated Schedule 1.1 reflecting the Revolver Commitments upon the occurrence of the Conversion Date) that each of the following conditions have been satisfied:

Contingent Obligation. any obligation of a Person arising from a guaranty, indemnity or other assurance of payment or performance of any Debt, lease, dividend or other obligation (“primary obligations”) of another obligor (“primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person under any (a) guaranty, endorsement, co-making or sale with recourse of an obligation of a primary obligor; (b) obligation to make take-or-pay or similar payments regardless of nonperformance by any other party to an agreement; and (c) arrangement (i) to purchase any primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth or solvency of the primary obligor, (iv) to purchase Property or services for the purpose of assuring the ability of the primary obligor to perform a primary obligation, or (v) otherwise to assure or hold harmless the holder of any primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum amount for which such Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto. ControlCredit Judgment: possessionAgent’s judgment based upon its consideration of any factor that: (a) could reasonably be expected to adversely affect the quantity, directly quality, mix or indirectlyvalue of Collateral (including any Applicable Law that may inhibit collection of an Account), the enforceability or priority of Agent’s Liens, or the amount that Agent and Lenders could receive in liquidation of any Collateral; (b) reasonably suggests that any collateral report or financial information delivered by any Obligor is incomplete, inaccurate or misleading in any material respect; (c) Agent reasonably believes materially increases the likelihood of any Insolvency Proceeding involving an Obligor; or (d) creates or could reasonably be expected to result in a Default or Event of Default. In exercising such judgment, Agent may consider any factors that could increase the credit risk of lending to Borrowers on the security of the power to direct or cause direction of a Person’s management or policies, whether through the ability to exercise voting power, by contract or otherwiseCollateral. Conversion DateCWA: the date on which the Agent provides to Borrower Agent written notice Clean Water Act (together with an updated Schedule 1.1 reflecting the Revolver Commitments upon the occurrence of the Conversion Date) that each of the following conditions have been satisfied:33 U.S.C. §§ 1251 et seq.).

Contingent Obligation. with respect to any Person, any obligation of a such Person arising from a any guaranty, indemnity or other assurance of payment or performance of any Debt, lease, dividend or other obligation (“primary obligations”) of another obligor any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person under any (ai) the direct or indirect guaranty, endorsementendorsement (other than for collection or deposit in the Ordinary Course of Business), co-making making, discounting with recourse or sale with recourse by such Person of an the obligation of a primary obligor; , (bii) the obligation to make take-or-pay or similar payments payments, if required, regardless of nonperformance by any other party or parties to an agreement; and , (ciii) arrangement any obligation of such Person, whether or not contingent, (iA) to purchase any such primary obligation or any Property constituting direct or indirect security therefor, (iiB) to advance or supply funds (1) for the purchase or payment of any such primary obligation, obligations or (iii2) to maintain working capital or assure working capital, equity capital, capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (ivC) to purchase Property or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to perform a make payment of such primary obligation, obligation or (vD) otherwise to assure or hold harmless the holder of any such primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation with respect to which such Contingent Obligation is made (or, if less, the maximum amount of such primary obligation for which such Person may be liable under pursuant to the terms of the instrument evidencing the such Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect theretothereto (assuming such Person is required to perform thereunder), as determined by such Person in good faith. Control: possessionContractual Adjustment Allowance — on any date, directly or indirectlyan amount determined by Borrowers, but acceptable to Lender in its Credit Judgment, intended to represent the amount of Retail Receivables as of such date that Borrowers do not expect to be paid in Cash, such reserve to be computed in accordance with Borrowers’ historical practices. Control Agreements — the power control agreements to direct or cause direction be executed by certain depository and other institutions of a Person’s management or policiesBorrower in favor of Lender with respect to certain Deposit Accounts and other accounts of Borrowers, whether through including the ability to exercise voting powerDominion Account, by contract or otherwise. Conversion Date: for the date on which benefit of Secured Parties, as security for the Agent provides to Borrower Agent written notice (together with an updated Schedule 1.1 reflecting the Revolver Commitments upon the occurrence of the Conversion Date) that each of the following conditions have been satisfied:Obligations.

Contingent Obligation. any obligation of a Person arising from a guarantyguarantee, surety, indemnity or other assurance of payment or performance of any Debt, lease, dividend or other obligation (“primary obligations”) of another obligor (“primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person under any (a) guarantyguarantee, surety, endorsement, co-making or sale with recourse of an obligation of a primary obligor; (b) obligation to make take-or-pay or similar payments regardless of nonperformance by any other party to an agreement; and (c) arrangement (i) to purchase any primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth or solvency of the primary obligor, (iv) to purchase Property or services for the purpose of assuring the ability of the primary obligor to perform a primary obligation, or (v) otherwise to assure or hold harmless the holder of any primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum amount for which such Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto. Control: possessionCWA — the Clean Water Act (33 U.S.C. §§ 1251 et seq.) (or any successor statute), directly or indirectlyas amended from time to time, and includes all regulations thereunder. Debt — with respect to any Person, without duplication, (a) all items that would be included as liabilities on a balance sheet in accordance with GAAP, including, without limitation, Capital Leases, but excluding trade payables incurred and being paid in the Ordinary Course of Business; (b) all Contingent Obligations; (c) all reimbursement obligations in connection with letters of credit issued for the power to direct or cause direction account of such Person; and (d) in the case of Borrower, the Obligations. The Debt of a Person’s management Person shall include any recourse Debt of any partnership in which such Person is a general partner or policiesjoint venturer. Default — an event or condition that, whether through with the ability lapse of time or giving of notice, would constitute an Event of Default. Default Rate — for any Obligation (including, to exercise voting powerthe extent permitted by law, interest not paid when due), 2% plus the interest rate otherwise applicable thereto. Deposit Account — includes any bank account (with deposit functions) maintained or held with any financial institution. Distribution — any declaration or payment of a distribution, interest or dividend on any Equity Interest (other than payment-in-kind); any distribution, advance or repayment of Debt to a holder of Equity Interests; or any purchase, redemption, or other acquisition or retirement for value of any Equity Interest. Dollars or Canadian Dollars or “$“ — the lawful currency of Canada. Dominion Account — a special account established by contract each Obligor at Bank, over which Agent has exclusive access and control for withdrawal purposes. EBITDA — determined on a consolidated basis for Borrower and Subsidiaries, net income, calculated before interest expense, provision for income taxes, depreciation and amortization expense, gains or otherwiselosses arising from the sale of capital assets, gains arising from the write-up of assets, and any extraordinary gains (in each case, to the extent included in determining net income). Conversion Date: Eligible Account — an Account owing to an Obligor that arises in the date on which Ordinary Course of Business from the Agent provides sale of goods, or rendition of services, is payable in Dollars or U.S. Dollars and is deemed by Agent, in its discretion, to Borrower Agent written notice (together with be an updated Schedule 1.1 reflecting Eligible Account. Without limiting the Revolver Commitments upon the occurrence of the Conversion Date) that each of the following conditions have been satisfiedforegoing, no Account shall be an Eligible Account if:

Contingent Obligation. any obligation of a Person arising from a guaranty, indemnity or other assurance of payment or performance of any Debt, lease, dividend or other obligation (“primary obligationsobligation”) of another obligor (“primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person under any (a) guaranty, endorsement, co-making or sale with recourse of an obligation of a primary obligor; (b) obligation to make take-or-pay or similar payments regardless of nonperformance by any other party to an agreement; and or (c) arrangement (i) to purchase any primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth or solvency of the primary obligor, (iv) to purchase Property or services for the purpose of assuring the ability of the primary obligor to perform a primary obligation, or (v) otherwise to assure or hold harmless the holder of any primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum amount for which such Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto. Control: possession, directly or indirectly, of the power to direct or cause direction of a Person’s management or policies, whether through the ability to exercise voting power, by contract or otherwise. Conversion DateCovenant Trigger Period: the date period (a) commencing on which any day that (i) an Event of Default occurs, (ii) if no Loans or Letters of Credit (other than Letters of Credit that have been Cash Collateralized) are outstanding, Liquidity is less than the Agent provides to Borrower Agent written notice Applicable Trigger, or (together with an updated Schedule 1.1 reflecting iii) if any Loan or Letter of Credit (other than Letters of Credit that have been Cash Collateralized) is outstanding, Availability is less than the Revolver Commitments upon the occurrence of the Conversion DateApplicable Trigger; and (b) that continuing until, during each of the following conditions have preceding 30 consecutive days, (i) no Event of Default has existed, (ii) in the case of a Covenant Trigger Period arising as a result of clause (a)(ii) above, Liquidity has been satisfied:more than the Applicable Trigger at all times, and (iii) in the case of a Covenant Trigger Period arising as a result of clause (a)(iii) above, Availability has been more than the Applicable Trigger at all times in each case during such 30 day period.

Contingent Obligation. any obligation of a Person arising from a guaranty, indemnity or other assurance of payment or performance of any Debt, lease, dividend or other obligation (“primary obligations”) of another obligor (“primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person under any (a) guaranty, endorsement, co-making or sale with recourse of an obligation of a primary obligor; (b) obligation to make take-or-pay or similar payments regardless of nonperformance by any other party to an agreement; and (c) arrangement (i) to purchase any primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth or solvency of the primary obligor, (iv) to purchase Property or services for the purpose of assuring the ability of the primary obligor to perform a primary obligation, or (v) otherwise to assure or hold harmless the holder of any primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum amount for which such Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto. ControlCredit Judgment: possessionAgent’s judgment exercised in good faith, directly based upon its consideration of any factor that it believes (a) could adversely affect the quantity, quality, mix or indirectlyvalue of Collateral (including any Applicable Law that may inhibit collection of an Account), the enforceability or priority of Agent’s Liens, or the amount that Agent and Lenders could receive in liquidation of any Collateral; (b) suggests that any collateral report or financial information delivered by any Borrower is incomplete, inaccurate or misleading in any material respect; (c) materially increases the likelihood of any Insolvency Proceeding involving a Borrower; or (d) creates or could result in a Default or Event of Default. In exercising such judgment, Agent may consider any factors that could increase the credit risk of lending to Borrowers on the security of the power Collateral. CWA: the Clean Water Act (33 U.S.C. §§ 1251 et seq.). Debt: as applied to any Person, without duplication, (a) all items that would be included as liabilities on a balance sheet in accordance with GAAP, including Capital Leases, but excluding trade payables incurred and being paid in the Ordinary Course of Business; (b) all Contingent Obligations; (c) all reimbursement obligations in connection with letters of credit issued for the account of such Person; (d) obligations of such Person (whether contingent or otherwise) in respect of surety bonds or similar agreements or arrangements; (e) obligations in respect of cash pooling or similar arrangements and (f) in the case of a Borrower, the Obligations. The Debt of a Person shall include any recourse Debt of any partnership in which such Person is a general partner or joint venturer. Default: an event or condition that, with the lapse of time or giving of notice, would constitute an Event of Default. Default Rate: for any Obligation (including, to the extent permitted by law, interest not paid when due), 2% plus the interest rate otherwise applicable thereto. Defaulting Lender: any Lender that, as determined by Agent, (a) has failed to perform any funding obligations hereunder, and such failure is not cured within three Business Days; (b) has notified Agent or any Borrower that such Lender does not intend to comply with its funding obligations hereunder or has made a public statement to the effect that it does not intend to comply with its funding obligations hereunder or under any other credit facility in which such Lender commits to extend credit and Agent has determined that such Lender is a “Defaulting Lender” hereunder based on such Lender’s public statement with respect to such other credit facility; (c) has failed, within three Business Days following request by Agent, to confirm in a manner satisfactory to Agent that such Lender will comply with its funding obligations hereunder; or (d) has, or has a direct or cause direction indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof; provided, however, that a Lender shall not be a Defaulting Lender solely by virtue of a PersonGovernmental Authority’s management ownership of an equity interest in such Lender or policies, whether through the ability to exercise voting power, by contract or otherwise. Conversion Date: the date on which the Agent provides to Borrower Agent written notice (together with an updated Schedule 1.1 reflecting the Revolver Commitments upon the occurrence of the Conversion Date) that each of the following conditions have been satisfied:parent company.

Contingent Obligation. As to any Person, any reimbursement obligation (including obligations to reimburse the banks under the Senior Credit Agreement for draws on letters of credit) of such Person in respect of drafts that may be drawn under letters of credit, any reimbursement obligations of such Person in respect of surety bonds (including reimbursement obligations in respect of Construction Bonds), and any obligation of a such Person arising from a guarantyguaranteeing or in effect guaranteeing any Indebtedness, indemnity leases, dividends or other assurance of payment or performance obligations primarily to pay money ("primary obligations") of any Debt, lease, dividend or other obligation Person (“primary obligations”) of another obligor (“the "primary obligor”") in any manner, whether directly or indirectly, including without limitation any obligation of such Person under any Person, whether or not contingent, (a) guaranty, endorsement, co-making or sale with recourse of an obligation of a primary obligor; (b) obligation to make take-or-pay or similar payments regardless of nonperformance by any other party to an agreement; and (c) arrangement (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (iib) to advance or supply funds (i) for the purchase or payment of any such primary obligation, or (iiiii) to maintain working capital or assure working capital, equity capital, capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (ivc) to purchase Property property, securities or services primarily for the purpose of assuring the obligee under any such primary obligation of the ability of the primary obligor to perform a make payment of such primary obligation, or (vd) otherwise to assure or hold harmless the holder of any obligee under such primary obligation against loss in respect thereof; provided, however, that the term "Contingent Obligation" shall not include (A) endorsements of instruments for deposit or collection in the ordinary course of business, (B) Mortgage Loan Repurchase Obligations, or (C) obligations under lot purchase contracts entered into in the ordinary course of business. The amount CONTRIBUTION AGREEMENT. That certain Contribution Agreement dated of any Contingent Obligation shall be deemed even date herewith, but not intended to be effective until the stated or determinable amount of Extension Effective Date, among the primary obligation (or, if lessBorrower, the maximum amount for Guarantors and each additional Guarantor which such Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect hereafter become a party thereto. Control: possession, directly or indirectly, of the power to direct or cause direction of a Person’s management or policies, whether through the ability to exercise voting power, by contract or otherwise. Conversion Date: the date on which the Agent provides to Borrower Agent written notice (together with an updated Schedule 1.1 reflecting the Revolver Commitments upon the occurrence of the Conversion Date) that each of the following conditions have been satisfied:.

Contingent Obligation. any obligation of a Person arising from a guaranty, indemnity or other assurance of payment or performance of any Debt, lease, dividend or other obligation (“primary obligations”) of another obligor (“primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person under any (a) guaranty, endorsement, co-making or sale with recourse of an obligation of a primary obligor; (b) obligation to make take-or-pay or similar payments regardless of nonperformance by any other party to an agreement; and (c) arrangement (i) to purchase any primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth or solvency of the primary obligor, (iv) to purchase Property or services for the purpose of assuring the ability of the primary obligor to perform a primary obligation, or (v) otherwise to assure or hold harmless the holder of any primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum amount for which such Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto. Control: possession, directly or indirectly, of the power to direct or cause direction of a Person’s management or policies, whether through the ability to exercise voting power, by contract or otherwise. Conversion DateControlled In-Transit Inventory Eligibility Event:Trigger Period: the date period (a) commencing on which the Agent provides to Borrower Agent written notice (together with an updated Schedule 1.1 reflecting the Revolver Commitments upon any day following the occurrence of any of the Conversion Datefollow ing: (a(i ) that an Event of Default or (bii) either (x) the failure of the Borrower to maintain Availability of at least $1,500,000 at any time5,000,000 at any time or (y) the failure of the Borrower to maintain Availability of at least $8,000,000 for 5 consecutive days and (b) continuing until (i) no Event of Default exists and (ii) during each of the following conditions have been satisfied:preceding 30 consecutive days, Availability has exceeded $8,000,000. [AG&M] Exhibit A to Second Amendment to Credit Agreement Copyrights: 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, including those listed on Schedule 8.1.11, all registrations and recordings thereof, and all applications in connection therewith, including all registrations, recordings and applications in the United States Copyright Office, and the right to obtain all renewals of any of the foregoing. CWA: the Clean Water Act (33 U.S.C. §§ 1251 et seq.). Debt: as applied to any Person, without duplication, (a) all items that would be included as liabilities on a balance sheet in accordance with GAAP, including Capital Leases, but excluding trade payables incurred and being paid in the Ordinary Course of Business; (b) all Contingent Obligations; (c) all reimbursement obligations in connection with letters of credit issued for the account of such Person; and (d) in the case of Borrower, the Obligations. The Debt of a Person shall include any recourse Debt of any partnership in which such Person is a general partner or joint venture, unless expressly made non-recourse to such Person and only to the extent of the direct payment liability of such Person. Default: an event or condition that, with the lapse of time or giving of notice, would constitute an Event of Default. Default Rate: for any Obligation (including, to the extent permitted by law, interest not paid when due), 2% per annum plus the interest rate otherwise applicable thereto.

Contingent Obligation. any obligation of a Person arising from a guaranty, indemnity or other assurance of payment or performance of any Debt, lease, dividend or other obligation (“primary obligations”) of another obligor (“primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person under any (a) guaranty, endorsement, co-making or sale with recourse of an obligation of a primary obligor; (b) obligation to make take-or-pay or similar payments regardless of nonperformance by any other party to an agreement; and (c) arrangement (i) to purchase any primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth or solvency of the primary obligor, (iv) to purchase Property or services for the purpose of assuring the ability of the primary obligor to perform a primary obligation, or (v) otherwise to assure or hold harmless the holder of any primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum amount for which such Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto. ControlControl Group: possessionat any time, directly or indirectlyany combination of (i) the Sponsor (not including, however, any portfolio companies of the power Sponsor), (ii) Xxxxxxx X. Xxxxxxx, Xxxxx X. Xxxxxxx, Xx., Xxxxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx or any entity controlled by them collectively, and (iii) the directors, executive officers and other management personnel of the Companies, or any entity controlled by any of them, as the case may be, on the date hereof. Credit Judgment: Agent’s judgment exercised in good faith, based upon its consideration of any factor that it reasonably believes (a) could adversely affect the quantity, quality, mix or value of Collateral (including any Applicable Law that may inhibit collection of an Account), the enforceability or priority of Agent’s Liens, or the amount that Agent and Lenders could receive in liquidation of any Collateral; (b) suggests that any collateral report or financial information delivered by any Obligor is incomplete, inaccurate or misleading in any material respect; (c) materially increases the likelihood of any Insolvency Proceeding involving an Obligor other than an Immaterial Obligor; or (d) creates or could result in a Default or Event of Default. In exercising such judgment, Agent may consider any factors that it reasonably believes could increase the credit risk of lending to direct or cause direction Borrowers on the security of a Person’s management or policies, whether through the ability to exercise voting power, by contract or otherwiseCollateral. Conversion DateCWA: the date on which the Agent provides to Borrower Agent written notice Clean Water Act (together with an updated Schedule 1.1 reflecting the Revolver Commitments upon the occurrence of the Conversion Date) that each of the following conditions have been satisfied:33 U.S.C. §§ 1251 et seq.).

Contingent Obligation. any obligation of a Person arising from a guaranty, indemnity or other assurance of payment or performance of any Debt, lease, dividend or other obligation (“primary obligations”) of another obligor (“primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person under any (a) guaranty, endorsement, co-making or sale with recourse of an obligation of a primary obligor; (b) obligation to make take-or-pay or similar payments regardless of nonperformance by any other party to an agreement; and (c) arrangement (i) to purchase any primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth or solvency of the primary obligor, (iv) to purchase Property or services for the purpose of assuring the ability of the primary obligor to perform a primary obligation, or (v) otherwise to assure or hold harmless the holder of any primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum amount for which such Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto. ControlDebt: possessionas applied to any Person, directly without duplication, (a) all items that would be included as liabilities on a balance sheet in accordance with GAAP, including Capital Leases, but excluding trade payables incurred and being paid in the Ordinary Course of Business; (b) all Contingent Obligations; (c) all reimbursement obligations in connection with letters of credit issued for the account of such Person; and (d) in the case of Borrower, the Obligations. The Debt of a Person shall include any recourse Debt of any partnership in which such Person is a general partner or indirectlyjoint venture, unless expressly made non-recourse to such Person and only to the extent of the power direct payment liability of such Person. Default: an event or condition that, with the lapse of time or giving of notice, would constitute an Event of Default. Default Rate: for any Obligation (including, to direct or cause direction of a Person’s management or policiesthe extent permitted by law, whether through interest not paid when due), 2% plus the ability to exercise voting power, by contract or otherwise. Conversion Date: the date on which the Agent provides to Borrower Agent written notice (together with an updated Schedule 1.1 reflecting the Revolver Commitments upon the occurrence of the Conversion Date) that each of the following conditions have been satisfied:interest rate otherwise applicable thereto.

Contingent Obligation. any obligation of a Person arising from a guaranty, indemnity or other assurance of payment or performance of any Debt, lease, Debt or dividend or other obligation (“primary obligations”) of another obligor (“primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person under any (a) guaranty, endorsement, co-making or sale with recourse of an obligation of a primary obligor; (b) obligation to make take-or-pay or similar payments regardless of nonperformance by any other party to an agreement; and (c) arrangement (i) to purchase any primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth or solvency of the primary obligor, (iv) to purchase Property or services for the purpose of assuring the ability of the primary obligor to perform a primary obligation, or (v) otherwise to assure or hold harmless the holder of any primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum amount for which such Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto. ControlCWA: possessionthe Clean Water Act (33 U.S.C. §§ 1251 et seq.). Debt: as applied to any Person, directly or indirectlywithout duplication, (a) all items that would be included as liabilities on a balance sheet in accordance with GAAP, including Capital Leases, but excluding trade payables incurred and being paid in the Ordinary Course of Business; (b) all Contingent Obligations; (c) all reimbursement obligations in connection with letters of credit issued for the account of such Person; (d) in the case of a U.S. Borrower, the Obligations; and (e) in the case of the power to direct or cause direction Canadian Borrower, the Canadian Obligations. The Debt of a Person’s management Person shall include any recourse Debt of any partnership in which such Person is a general partner or policiesjoint venturer. Default: an event or condition that, whether through with the ability lapse of time or giving of notice, would constitute an Event of Default. Default Rate: for any Obligation (including, to exercise voting powerthe extent permitted by law, by contract or otherwise. Conversion Date: interest not paid when due), 2% plus the date on which the Agent provides to Borrower Agent written notice (together with an updated Schedule 1.1 reflecting the Revolver Commitments upon the occurrence of the Conversion Date) that each of the following conditions have been satisfied:interest rate otherwise applicable thereto.

Contingent Obligation. any obligation of a Person arising from a guaranty, indemnity indemnity, or other assurance of payment or performance of any DebtIndebtedness, lease, dividend dividend, or other obligation (as used in this definition, “primary obligations”) of another obligor (as used in this definition, “primary obligor”) in any manner, whether directly or indirectly, manner including any obligation of such Person under any (a) guaranty, endorsement, co-making making, or sale with recourse of an obligation of a primary obligor; , (b) obligation to make take-or-pay or similar payments regardless of nonperformance by any other party to an agreement; , and (c) arrangement (i) to purchase any primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth worth, or solvency of the primary obligor, (iv) to purchase Property or services for the purpose of assuring the ability of the primary obligor to perform a primary obligation, or (v) otherwise to assure or hold harmless the holder of any primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum amount for which such Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto. Control: possessionContinuing Directors – as of any date of determination, directly or indirectly, any member of the power board of directors of Amkor who (a) was a member of such board of directors on the Closing Date or (b) was nominated for election or elected to direct or cause direction such board of directors with the approval of a Person’s management or policies, whether through the ability to exercise voting power, by contract or otherwise. Conversion Date: the date on which the Agent provides to Borrower Agent written notice (together with an updated Schedule 1.1 reflecting the Revolver Commitments upon the occurrence majority of the Conversion DateContinuing Directors who were members of such board at the time of such nomination or election. Convertible Senior Subordinated Notes—Amkor’s 2.50% Convertible Senior Subordinated Notes due 2011, issued pursuant to the Convertible Senior Subordinated Notes (2011) that each of Indenture, and Amkor’s 6.00% Convertible Senior Subordinated Notes due 2014 issued pursuant to the following conditions have been satisfied:Convertible Senior Subordinated Notes (2014) Indenture.

Contingent Obligation. any obligation of a Person arising from a guarantyguaranty (excluding guarantees of performance), indemnity or other assurance of payment or performance of any Debt, lease, dividend or other obligation (“primary obligations”) of another obligor (“primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person under any (a) guaranty, endorsement, co-making or sale with recourse of an obligation of a primary obligor; (b) obligation to make take-or-pay or similar payments regardless of nonperformance by any other party to an agreement; and (c) arrangement (i) to purchase any primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth or solvency of the primary obligor, (iv) to purchase Property or services for the purpose of assuring the ability of the primary obligor to perform a primary obligation, or (v) otherwise to assure or hold harmless the holder of any primary obligation against loss in respect thereof; provided, however, that the term “Contingent Obligation” shall not include (i) any product warranties extended in the Ordinary Course of Business, (ii) indemnities made to officers and directors of any such Person whether pursuant to the governing organizational documents of such Person or otherwise, and (iii) any environmental indemnities identified on Schedule 9.1.15. The amount of any Contingent Obligation shall be deemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum amount for which such Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto (assuming such Person is required to perform thereunder) as determined by such Person in good faith. Contribution Agreement - that certain Contribution and Formation Agreement, dated July 27, 2005, between Essex, Nexans and the other parties named therein, together with any exhibits thereto. Control: possessionCredit Judgment - Agent’s judgment exercised in a manner consistent with its customary practices or otherwise in good faith, directly based upon its consideration of any factor that it reasonably believes (a) could adversely affect the quantity, quality, mix or indirectlyvalue of Collateral (including any Applicable Law that may inhibit collection of an Account), the enforceability or priority of Agent’s Liens, or the amount that Agent and Lenders could receive in liquidation of any Collateral; (b) suggests that any collateral report or financial information delivered by any Obligor is incomplete, inaccurate or misleading in any material respect; (c) materially increases the likelihood of any Insolvency Proceeding involving an Obligor; or (d) creates or could result in a Default or Event of Default. In exercising such judgment, Agent may consider factors already included in the definitions of Eligible Accounts or Eligible Inventory, as well as the financial and business climate of Borrowers’ industry, changes in collection history and dilution of Accounts, changes in demand for and pricing of Inventory, changes in concentration risks, and any factors that could materially increase the credit risk of lending to Borrowers on the security of the power to direct or cause direction Collateral. Customer Contract Inventory – Inventory of a Person’s management or policiesanother Person at any time in the possession of any Borrower for processing, whether through the ability to exercise voting power, by contract repairing or otherwise. Conversion Date: CWA - the date Clean Water Act (33 U.S.C. §§ 1251 et seq.). Debt - as applied to any Person, without duplication, (a) all items that would be included as liabilities on a balance sheet in accordance with GAAP, including Capital Leases but excluding trade payables incurred and being paid in the Ordinary Course of Business; (b) all Contingent Obligations; (c) all reimbursement obligations in connection with letters of credit issued for the account of such Person; and (d) in the case of a Borrower, the Obligations. The Debt of a Person shall include any recourse Debt of any partnership in which the Agent provides to Borrower Agent written notice (together with an updated Schedule 1.1 reflecting the Revolver Commitments upon the occurrence of the Conversion Date) that such Person is a general partner or joint venturer. Debtor – each of Superior TeleCom, Inc., Superior Telecommunications Inc., Superior Telecommunications Realty Company, Essex International Inc., Essex, Superior Essex Realty Company, Active Industries, Inc., Diamond Wire & Cable Co., Essex Funding, Inc., Essex Services, Inc., Essex Canada, Inc., Essex Technology, Inc., Essex Wire Corporation, Essex Group Mexico Inc. and Essex Mexico Holdings, L.L.C., and, collectively “Debtors”. Default - an event or condition that, with the following conditions have been satisfied:lapse of time or giving of notice, would constitute an Event of Default. Default Rate - for any Obligation (including, to the extent permitted by law, interest not paid when due), 2% plus the interest rate otherwise applicable thereto.

Contingent Obligation. any obligation of a Person arising from a guaranty, indemnity or other assurance of payment or performance of any Debt, lease, dividend or other obligation (“primary obligationsobligation”) of another obligor (“primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person under any (a) guaranty, endorsement, co-making or sale with recourse of an obligation of a primary obligor; (b) obligation to make take-or-pay or similar payments regardless of nonperformance by any other party to an agreement; and or (c) arrangement (i) to purchase any primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth or solvency of the primary obligor, (iv) to purchase Property or services for the purpose of assuring the ability of the primary obligor to perform a primary obligation, or (v) otherwise to assure or hold harmless the holder of any primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum amount for which such Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto. Control: possession; provided that the term “Contingent Obligation” shall not include endorsements for collection or deposit, directly in either case, in the Ordinary Course of Business, or indirectly, customary and reasonable indemnity obligations in connection with any disposition of the power assets permitted under this Agreement (other than any such obligations with respect to direct or cause direction of a Person’s management or policies, whether through the ability to exercise voting power, by contract or otherwise. Conversion Date: the date on which the Agent provides to Borrower Agent written notice (together with an updated Schedule 1.1 reflecting the Revolver Commitments upon the occurrence of the Conversion Date) that each of the following conditions have been satisfied:Borrowed Money).

Contingent Obligation. any obligation of a Person arising from a guaranty, indemnity or other assurance of payment or performance of any Debt, lease, dividend or other obligation (“primary obligations”) of another obligor (“primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person under any (a) guaranty, endorsement, co-making or sale with recourse of an obligation of a primary obligor; (b) obligation to make take-or-pay or similar payments regardless of nonperformance by any other party to an agreement; and (c) arrangement (i) to purchase any primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth or solvency of the primary obligor, (iv) to purchase Property or services for the purpose of assuring the ability of the primary obligor to perform a primary obligation, or (v) otherwise to assure or hold harmless the holder of any primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum amount for which such Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto. ControlDebt: possessionas applied to any Person, directly or indirectlywithout duplication, (a) all items that would be included as liabilities on a balance sheet in accordance with GAAP, including Capital Leases, but excluding trade payables incurred and being paid in the Ordinary Course of Business; (b) all Contingent Obligations; (c) all reimbursement obligations in connection with letters of credit issued for the power to direct or cause direction account of such Person; and (d) in the case of Borrower, the Obligations. The Debt of a Person’s management Person shall include any recourse Debt of any partnership in which such Person is a general partner or policiesjoint venturer. Default: an event or condition that, whether through with the ability to exercise voting powerlapse of time or giving of notice, by contract or otherwise. Conversion Date: the date on which the Agent provides to Borrower Agent written notice (together with would constitute an updated Schedule 1.1 reflecting the Revolver Commitments upon the occurrence Event of the Conversion Date) that each of the following conditions have been satisfied:Default.

Contingent Obligation. any obligation of a Person arising from a guaranty, indemnity or other assurance of payment or performance of any Debt, lease, dividend or other obligation (“primary obligations”) of another obligor (“primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person under any (a) guaranty, endorsement, co-making or sale with recourse of an obligation of a primary obligor; (b) obligation to make take-or-pay or similar payments regardless of nonperformance by any other party to an agreement; and (c) arrangement (i) to purchase any primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth or solvency of the primary obligor, (iv) to purchase Property or services for the purpose of assuring the ability of the primary obligor to perform a primary obligation, or (v) otherwise to assure or hold harmless the holder of any primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be the lesser of (x) the stated or determinable amount of the primary obligation obligation, (or, if less, y) the maximum amount for which such Person may be liable under the instrument evidencing the Contingent ObligationObligation and (z) orif recourse is limited to a specific asset, the fair market value of such asset; provided, that if not stated or none of the foregoing are determinable, the maximum reasonably anticipated liability with respect thereto. Control: possession, directly or indirectly, of the power to direct or cause direction of a Person’s management or policies, whether through the ability to exercise voting power, by contract or otherwise. Conversion DateCredit Facilities: with respect to any Obligor, one or more debt facilities or commercial paper facilities with banks or other institutional lenders providing for revolving credit loans, term loans, notes, receivables financing (including through the date on which the Agent provides sale of receivables to Borrower Agent written notice (together with an updated Schedule 1.1 reflecting the Revolver Commitments upon the occurrence such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of the Conversion Date) that credit, in each of the following conditions have been satisfied:case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time.

Contingent Obligation. any obligation of a Person arising from a guaranty, indemnity or other assurance of payment or performance of any Debt, lease, dividend or other obligation (“primary obligationsobligation”) of another obligor (“primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person under any (a) guaranty, endorsement, co-making or sale with recourse of an obligation of a primary obligor; (b) obligation to make take-or-pay or similar payments regardless of nonperformance by any other party to an agreement; and or (c) arrangement (i) to purchase any primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth or solvency of the primary obligor, (iv) to purchase Property or services for the purpose of assuring the ability of the primary obligor to perform a primary obligation, or (v) otherwise to assure or hold harmless the holder of any primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum amount for which such Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto. Control: possession, directly or indirectly, of the power to direct or cause direction of a Person’s management or policies, whether through the ability to exercise voting power, by contract or otherwise. Conversion DateDebt: as applied to any Person, without duplication, (a) all items that would be included as liabilities on a balance sheet in accordance with GAAP, excluding trade payables incurred and being paid in the date on Ordinary Course of Business, but including Capital Leases; (b) all Contingent Obligations; (c) all reimbursement obligations in connection with letters of credit issued for the account of such Person; and (d) in the case of a Borrower, the Obligations. The Debt of a Person shall include any recourse Debt of any partnership in which such Person is a general partner or joint venturer. Default: an event or condition that, with the lapse of time or giving of notice, would constitute an Event of Default. Default Rate: for any Obligation (including, to the extent permitted by law, interest not paid when due), 2.00% plus the interest rate otherwise applicable thereto. Defaulting Lender: any Lender that (a) has failed to comply with its funding obligations hereunder, and such failure is not cured within two Business Days; (b) has notified Agent provides or any Borrower that such Lender does not intend to Borrower Agent written notice (together comply with an updated Schedule 1.1 reflecting the Revolver Commitments upon the occurrence of the Conversion Date) that each of the following conditions have been satisfied:its funding obligations hereunder or under any other credit facility, -6-

Contingent Obligation. any obligation of a Person arising from a guaranty, indemnity or other assurance of payment or performance of any Debt, lease, dividend or other obligation Information in this exhibit marked [CONFIDENTIAL TREATMENT REQUESTED] has been omitted and will be filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. Confidential treatment has been requested with respect to the omitted portions. (“primary obligations”) of another obligor (“primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person under any (a) guaranty, endorsement, co-making or sale with recourse of an obligation of a primary obligor; (b) obligation to make take-or-pay or similar payments regardless of nonperformance by any other party to an agreement; and (c) arrangement (i) to purchase any primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth or solvency of the primary obligor, (iv) to purchase Property or services for the purpose of assuring the ability of the primary obligor to perform a primary obligation, or (v) otherwise to assure or hold harmless the holder of any primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum amount for which such Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto. ControlCWA: possessionthe Clean Water Act (33 U.S.C. §§ 1251 et seq.). Debt: as applied to any Person, directly or indirectlywithout duplication, (a) all items that would be included as liabilities on a balance sheet in accordance with GAAP, including Capital Leases, but excluding trade payables incurred and being paid in the Ordinary Course of Business; (b) all Contingent Obligations; (c) all reimbursement obligations in connection with letters of credit issued for the power to direct or cause direction account of such Person; and (d) in the case of a Person’s management Borrower, the Obligations. The Debt of a Person shall include any recourse Debt of any partnership in which such Person is a general partner or policiesjoint venturer. Default: an event or condition that, whether through with the ability lapse of time or giving of notice, would constitute an Event of Default. Default Rate: for any Obligation (including, to exercise voting powerthe extent permitted by law, by contract or otherwise. Conversion Date: interest not paid when due), 2% plus the date on which the Agent provides to Borrower Agent written notice (together with an updated Schedule 1.1 reflecting the Revolver Commitments upon the occurrence of the Conversion Date) that each of the following conditions have been satisfied:interest rate otherwise applicable thereto.

Contingent Obligation. any obligation of a Person arising from a guaranty, indemnity or other assurance of payment or performance of any Debt, lease, dividend or other obligation (“primary obligations”) of another obligor (“primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person under any (a) guaranty, endorsement, co-making or sale with recourse of an obligation of a primary obligor; (b) obligation to make take-or-pay or similar payments regardless of nonperformance by any other party to an agreement; and (c) arrangement (i) to purchase any primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth or solvency of the primary obligor, (iv) to purchase Property or services for the purpose of assuring the ability of the primary obligor to perform a primary obligation, or (v) otherwise to assure or hold harmless the holder of any primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum amount for which such Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto. ControlCredit Judgment: possessionLender’s judgment exercised reasonably and in good faith, directly based upon its consideration of any factor that it believes (a) could reasonably be expected to adversely affect the quantity, quality, mix or indirectlyvalue of Collateral, the enforceability or priority of Lender’s Liens, or the amount that Lender could reasonably be expected to receive in liquidation of any Collateral (including any such Collateral consisting of Inventory subject to a License that restricts Lender’s right to dispose of such Inventory, unless Lender has received an appropriate Lien Waiver); (b) demonstrates that any collateral report or financial information delivered by any Obligor is incomplete, inaccurate or misleading in any material respect; (c) materially increases the likelihood of any Insolvency Proceeding involving an Obligor; or (d) creates or could reasonably be expected to result in a Default or Event of Default. In exercising such judgment, Lender may consider any factors related to the Borrower and the business of the power Borrower that could reasonably be expected to direct or cause direction increase the credit risk of a Person’s management or policies, whether through the ability to exercise voting power, by contract or otherwise. Conversion Date: the date on which the Agent provides lending to Borrower Agent written notice (together with an updated Schedule 1.1 reflecting on the Revolver Commitments upon the occurrence security of the Conversion Date) that each of the following conditions have been satisfied:Collateral.

Contingent Obligation. any obligation of a Person arising from a guarantyguaranty (excluding guarantees of performance), indemnity or other assurance of payment or performance of any Debt, lease, dividend or other obligation (“primary obligations”) of another obligor (“primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person under any (a) guaranty, endorsement, co-making or sale with recourse of an obligation of a primary obligor; (b) obligation to make take-or-pay or similar payments regardless of nonperformance by any other party to an agreement; and (c) arrangement (i) to purchase any primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth or solvency of the primary obligor, (iv) to purchase Property or services for the purpose of assuring the ability of the primary obligor to perform a primary obligation, or (v) otherwise to assure or hold harmless the holder of any primary obligation against loss in respect thereof; provided, however, that the term “Contingent Obligation” shall not include (i) any product warranties extended in the Ordinary Course of Business, (ii) indemnities made to officers and directors of any such Person whether pursuant to the governing organizational documents of such Person or otherwise, and (iii) any environmental indemnities identified in the schedules to the Environmental Agreements. The amount of any Contingent Obligation shall be deemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum amount for which such Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect theretothereto (assuming such Person is required to perform thereunder) as determined by such Person in good faith. Control: possessionCredit Judgment - Administrative Agent’s reasonable judgment exercised in a manner consistent with its customary practices or otherwise in good faith, directly based upon its consideration of any factor that it reasonably believes (a) could adversely affect the quantity, quality, mix or indirectlyvalue of Collateral (including any Applicable Law that may inhibit collection of an Account), the enforceability or priority of any Agent’s Liens, or the amount that Agents and Lenders could receive in liquidation of any Collateral; (b) provides evidence that any collateral report or financial information delivered by any Obligor is incomplete, inaccurate or misleading in any material respect; (c) materially increases the likelihood of any Insolvency Proceeding involving an Obligor; or (d) creates or could result in a Default or Event of Default. In exercising such judgment, Administrative Agent may consider factors already included in the definitions of Eligible Accounts or Eligible Inventory, as well as the financial and business climate of Borrowers’ industry, changes in collection history and dilution of Accounts, changes in any material respect in the mix, demand for and pricing of Inventory, changes in any material respect concentration risks, and any factors that could materially increase the credit risk of lending to Borrowers on the security of the power to direct or cause direction of a Person’s management or policies, whether through the ability to exercise voting power, by contract or otherwise. Conversion Date: the date on which the Agent provides to Borrower Agent written notice (together with an updated Schedule 1.1 reflecting the Revolver Commitments upon the occurrence of the Conversion Date) that each of the following conditions have been satisfied:Collateral.

Contingent Obligation. any obligation of a Person arising from a guaranty, indemnity or other assurance of payment or performance of any Debt, lease, dividend or other obligation (“"primary obligations”") of another obligor (“"primary obligor”") in any manner, whether directly or indirectly, including any obligation of such Person under any (a) guaranty, endorsement, co-making or sale with recourse of an obligation of a primary obligor; (b) obligation to make take-or-pay or similar payments regardless of nonperformance by any other party to an agreement; and (c) arrangement (i) to purchase any primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth or solvency of the primary obligor, (iv) to purchase Property or services for the purpose of assuring the ability of the primary obligor to perform a primary obligation, or (v) otherwise to assure or hold harmless the holder of any primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum amount for which such Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto. Control: possessionCredit Judgment - Agent's judgment exercised in good faith, directly based upon its consideration of any factor that it believes (a) could adversely affect the quantity, quality, mix or indirectlyvalue of Collateral (including any Applicable Law that may inhibit collection of an Account), the enforceability or priority of Agent's Liens, or the amount that Agent and Lenders could receive in liquidation of any Collateral; (b) suggests that any collateral report or financial information delivered by any Obligor is incomplete, inaccurate or misleading in any material respect; (c) materially increases the likelihood of any Insolvency Proceeding involving an Obligor; or (d) creates or could result in a Default or Event of Default. In exercising such judgment, Agent may consider any factors that could increase the credit risk of lending to Borrowers on the security of the power Collateral. Credit Party - the Agent, a Lender or the Issuing Bank; and Credit Parties means Agent, Lenders and Issuing Banks. CWA - the Clean Water Act (33 U.S.C. §§ 1251 et seq.). Debt - as applied to direct or cause direction any Person, without duplication, (a) all items that would be included as liabilities on a balance sheet in accordance with GAAP, including Capital Leases, but excluding trade payables incurred and being paid in the Ordinary Course of Business; (b) all Contingent Obligations; (c) all reimbursement obligations in connection with letters of credit issued for the account of such Person; and (d) in the case of a Person’s management Borrower, the Obligations. The Debt of a Person shall include any recourse Debt of any partnership in which such Person is a general partner or policiesjoint venturer. Default - an event or condition that, whether through with the ability lapse of time or giving of notice, would constitute an Event of Default. Default Rate - for any Obligation (including, to exercise voting powerthe extent permitted by law, by contract or otherwiseinterest not paid when due), 2% plus the interest rate otherwise applicable thereto. Conversion Date: Deposit Account - as defined in the date on which the Agent provides to Borrower Agent written notice (together with an updated Schedule 1.1 reflecting the Revolver Commitments upon the occurrence of the Conversion Date) that each of the following conditions have been satisfied:UCC.

Contingent Obligation. any obligation of a Person arising from a guarantyguarantee, surety, indemnity or other assurance of payment or performance of any Debt, lease, dividend or other obligation (“primary obligations”) of another obligor (“primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person under any (a) guarantyguarantee, surety, endorsement, co-making or sale with recourse of an obligation of a primary obligor; (b) obligation to make take-or-pay or similar payments regardless of nonperformance by any other party to an agreement; and (c) arrangement (i) to purchase any primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth or solvency of the primary obligor, (iv) to purchase Property or services for the purpose of assuring the ability of the primary obligor to perform a primary obligation, or (v) otherwise to assure or hold harmless the holder of any primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum amount for which such Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto. Control: possessionCredit Judgment — Agent’s reasonable credit judgment, directly based upon its consideration of any factor that it believes (a) will or indirectlycould be expected to adversely affect the quantity, quality, mix or value of Collateral (including any Applicable Law that may inhibit collection of an Account), the enforceability or priority of Agent’s Liens, or the amount that Agent and Lenders would likely receive in liquidation of any Collateral; (b) suggests that any collateral report or financial information delivered by any Obligor is incomplete, inaccurate or misleading in any material respect; (c) materially increases the likelihood of any Insolvency Proceeding involving an Obligor; or (d) creates or could result in a Default or Event of Default. In exercising such judgment, Agent may consider any factors that could increase the credit risk of lending to Borrower on the security of the power Collateral. CWA — the Clean Water Act (33 U.S.C. §§ 1251 et seq.) (or any successor statute), as amended from time to direct or cause direction time, and includes all regulations thereunder. Debt — with respect to any Person, without duplication, (a) all items that would be included as liabilities on a balance sheet in accordance with GAAP, including, without limitation, Capital Leases, but excluding trade payables incurred and being paid in the Ordinary Course of Business; (b) all Contingent Obligations; (c) all reimbursement obligations in connection with letters of credit issued for the account of such Person; and (d) in the case of Borrower, the Obligations. The Debt of a Person’s management Person shall include any recourse Debt of any partnership in which such Person is a general partner or policiesjoint venturer. Default — an event or condition that, whether through with the ability lapse of time or giving of notice, would constitute an Event of Default. Default Rate — for any Obligation (including, to exercise voting powerthe extent permitted by law, by contract or otherwise. Conversion Date: interest not paid when due), 2% plus the date on which the Agent provides to Borrower Agent written notice (together with an updated Schedule 1.1 reflecting the Revolver Commitments upon the occurrence of the Conversion Date) that each of the following conditions have been satisfied:interest rate otherwise applicable thereto.

Contingent Obligation. any obligation of a Person arising from a guaranty, indemnity indemnity, or other assurance of payment or performance of any DebtIndebtedness, lease, dividend dividend, or other obligation (as used in this definition, “primary obligations”) of another obligor (as used in this definition, “primary obligor”) in any manner, whether directly or indirectly, manner including any obligation of such Person under any (a) guaranty, endorsement, co-making making, or sale with recourse of an obligation of a primary obligor; , (b) obligation to make take-or-pay or similar payments regardless of nonperformance by any other party to an agreement; , and (c) arrangement (i) to purchase any primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth worth, or solvency of the primary obligor, (iv) to purchase Property or services for the purpose of assuring the ability of the primary obligor to perform a primary obligation, or (v) otherwise to assure or hold harmless the holder of any primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum amount for which such Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto. Control: possessionContinuing Directors – as of any date of determination, directly or indirectly, any member of the power board of directors of Amkor who (a) was a member of such board of directors on the Closing Date or (b) was nominated for election or elected to direct or cause direction such board of directors with the approval of a Person’s management or policies, whether through the ability to exercise voting power, by contract or otherwise. Conversion Date: the date on which the Agent provides to Borrower Agent written notice (together with an updated Schedule 1.1 reflecting the Revolver Commitments upon the occurrence majority of the Conversion DateContinuing Directors who were members of such board at the time of such nomination or election. Convertible Senior Subordinated Notes - Amkor’s 2.50% Convertible Senior Subordinated Notes due 2011, issued pursuant to the Convertible Senior Subordinated Notes (2011) that each of Indenture, and Amkor’s 6.00% Convertible Senior Subordinated Notes due 2014 issued pursuant to the following conditions have been satisfied:Convertible Senior Subordinated Notes (2014) Indenture.

Contingent Obligation. any obligation of a Person arising from a guaranty, indemnity or other assurance of payment or performance of any Debt, lease, dividend or other obligation (“primary obligations”) of another obligor (“primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person under any (a) guaranty, endorsement, co-making or sale with recourse of an obligation of a primary obligor; (b) obligation to make take-or-pay or similar payments regardless of nonperformance by any other party to an agreement; and (c) arrangement (i) to purchase any primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth or solvency of the primary obligor, (iv) to purchase Property or services for the purpose of assuring the ability of the primary obligor to perform a primary obligation, or (v) otherwise to assure or hold harmless the holder of any primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum amount for which such Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto. ControlContinuing Letters of Credit: possession, directly or indirectly, letters of credit issued by Comerica Bank copies of which are attached as Exhibit F. Covenant Trigger Period: the period (a) commencing on the day that Availability is less than the greater of (X) $20,000,000 and (Y) 15% of the power to direct or cause direction aggregate amount of Revolver Commitments on such day; and (b) continuing until the day Availability has been greater than the greater of (X) $20,000,000 and (Y) 15% of the aggregate amount of Revolver Commitments, in the case of clauses (b)(X)and (b)(Y), for a Person’s management or policies, whether through the ability to exercise voting power, by contract or otherwiseperiod of 30 consecutive days. Conversion DateCWA: the date on which the Agent provides to Borrower Agent written notice Clean Water Act (together with an updated Schedule 1.1 reflecting the Revolver Commitments upon the occurrence of the Conversion Date) that each of the following conditions have been satisfied:33 U.S.C. §§ 1251 et seq.).

Contingent Obligation. any obligation of a Person arising from a guaranty, indemnity or other assurance of payment or performance of any Debt, lease, dividend or other obligation (“primary obligations”) of another obligor (“primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person under any (a) guaranty, endorsement, co-making or sale with recourse of an obligation of a primary obligor; (b) obligation to make take-or-pay or similar payments regardless of nonperformance by any other party to an agreement; and (c) arrangement (i) to purchase any primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth or solvency of the primary obligor, (iv) to purchase Property or services for the purpose of assuring the ability of the primary obligor to perform a primary obligation, or (v) otherwise to assure or hold harmless the holder of any primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum amount for which such Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto. ControlCopyrights: possessionas applied to any Person, directly or indirectly, of the power to direct or cause direction of a Person’s management or policies, whether through the ability to exercise voting power, by contract or otherwise. Conversion Date: the date on which the Agent provides to Borrower Agent written notice (together with an updated Schedule 1.1 reflecting the Revolver Commitments upon the occurrence of the Conversion Date) that each all of the following conditions now owned or hereafter acquired by such Person, (a) all copyright rights in any work subject to the copyright laws of the United States, any state thereof or any other country or any political subdivision thereof, whether registered or unregistered and whether published or unpublished, whether as author, assignee, transferee or otherwise, and (b) all registrations and applications for registration of any such copyright in the United States or any other country, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office or in any similar offices in any other country. CWA: the Clean Water Act (33 U.S.C. §§ 1251 et seq.). Debt: with respect to any Person, any liability, whether or not contingent, (a) in respect of borrowed money (whether or not the recourse of the lender is to the whole of the assets of such Person or only to a portion thereof) or evidenced by bonds, notes, debentures or similar instruments; (b) representing the balance deferred and unpaid of the purchase price of any property or services (other than an account payable to a trade creditor (whether or not an Affiliate) incurred in the ordinary course of business of such Person and payable in accordance with customary trade practices); (c) all obligations as lessee under leases which have been satisfied:been, or should be, in accordance with GAAP recorded as Capital Leases; (d) representing Contingent Obligations; (e) all obligations with respect to redeemable stock and redemption or repurchase obligations under any Equity Interest or other equity securities issued by such Person; (f) all reimbursement obligations and other liabilities of such Person with respect to surety bonds (whether bid, performance or otherwise), letters of credit, banker’s acceptances, drafts or similar documents or instruments issued for such Person’s account; (g) all obligations, liabilities and indebtedness of such Person (marked to market) arising under swap agreements, cap agreements and collar agreements and other agreements or arrangements designed to protect such person against fluctuations in interest rates or currency or commodity values; (h) all obligations owed by such Person under license agreements relating to Intellectual Property with respect to non-refundable, advance or minimum guarantee royalty payments; (i) indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer to the extent such Person is liable therefor as a result of such Person’s ownership interest in such entity, except to the extent that the terms of such indebtedness expressly provide that such Person is not liable therefor or such Person has no liability therefor as a matter of Applicable Law, (j) the principal and interest portions of all rental obligations of such Person under any synthetic lease or similar off-balance sheet financing where such transaction is considered to be borrowed money for tax purposes but is classified as an operating lease in accordance with GAAP, and (k) in the case of Borrower, the Obligations.

Contingent Obligation. any obligation of a Person arising from a guaranty, indemnity or other assurance of payment or performance of any Debt, lease, dividend or other obligation (“primary obligations”) of another obligor (“primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person under any (a) guaranty, endorsement, co-making or sale with recourse of an obligation of a primary obligor; (b) obligation to make take-or-pay or similar payments regardless of nonperformance by any other party to an agreement; and (c) arrangement (i) to purchase any primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth or solvency of the primary obligor, (iv) to purchase Property or services for the purpose of assuring the ability of the primary obligor to perform a primary obligation, or (v) otherwise to assure or hold harmless the holder of any primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum amount for which such Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto. ControlCopyrights: possessionas applied to any Person, directly or indirectly, of the power to direct or cause direction of a Person’s management or policies, whether through the ability to exercise voting power, by contract or otherwise. Conversion Date: the date on which the Agent provides to Borrower Agent written notice (together with an updated Schedule 1.1 reflecting the Revolver Commitments upon the occurrence of the Conversion Date) that each all of the following conditions now owned or hereafter acquired by such Person, (a) all copyright rights in any work subject to the copyright laws of the United States, any state thereof or any other country or any political subdivision thereof, whether registered or unregistered and whether published or unpublished, whether as author, assignee, transferee or otherwise, and (b) all registrations and applications for registration of any such copyright in the United States or any other country, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office or in any similar offices in any other country. Debt: with respect to any Person, any liability, whether or not contingent, (a) in respect of borrowed money (whether or not the recourse of the lender is to the whole of the assets of such Person or only to a portion thereof) or evidenced by bonds, notes, debentures or similar instruments; (b) representing the balance deferred and unpaid of the purchase price of any property or services (other than an account payable to a trade creditor (whether or not an Affiliate) incurred in the ordinary course of business of such Person and payable in accordance with customary trade practices); (c) all obligations as lessee under leases which have been satisfied:been, or should be, in accordance with GAAP recorded as Capital Leases; (d) representing Contingent Obligations; (e) all obligations with respect to redeemable stock and redemption or repurchase obligations under any Equity Interest or other equity securities issued by such Person; (f) all reimbursement obligations and other liabilities of such Person with respect to surety bonds (whether bid, performance or otherwise), letters of credit, banker’s acceptances, drafts or similar documents or instruments issued for such Person’s account; (g) all obligations, liabilities and indebtedness of such Person (marked to market) arising under swap agreements, cap agreements and collar agreements and other agreements or arrangements designed to protect such person against fluctuations in interest rates or currency or commodity values; (h) all obligations owed by such Person under license agreements relating to Intellectual Property with respect to non-refundable, advance or minimum guarantee royalty payments; (i) indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer to the extent such Person is liable therefor as a result of such Person’s ownership interest in such entity, except to the extent that the terms of such indebtedness expressly provide that such Person is not liable therefor or such Person has no liability therefor as a matter of Applicable Law, (j) the principal and interest portions of all rental obligations of such Person under any synthetic lease or similar off-balance sheet financing where such transaction is considered to be borrowed money for tax purposes but is classified as an operating lease in accordance with GAAP, and (k) in the case of Borrower, the Obligations.

Contingent Obligation. any obligation of a Person arising from a guaranty, indemnity or other assurance of payment or performance of any Debt, lease, dividend or other obligation (“primary obligations”) of another obligor (“primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person under any (a) guaranty, endorsement, co-making or sale with recourse of an obligation of a primary obligor; (b) obligation to make take-or-pay or similar payments regardless of nonperformance by any other party to an agreement; and (c) arrangement (i) to purchase any primary obligation or [***] Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request. security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth or solvency of the primary obligor, (iv) to purchase Property or services for the purpose of assuring the ability of the primary obligor to perform a primary obligation, or (v) otherwise to assure or hold harmless the holder of any primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum amount for which such Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto. ControlCredit Judgment: possessionAgent’s reasonable judgment based upon its consideration of any factor that: (a) could be expected to adversely affect the quantity, directly quality, mix or indirectlyvalue of Collateral (including any Applicable Law that may inhibit collection of an Account), the enforceability or priority of Agent’s Liens, or the amount that Agent and Lenders could receive in liquidation of any Collateral; (b) suggests that any collateral report or financial information delivered by any Obligor is incomplete, inaccurate or misleading in any material respect; (c) Agent believes materially increases the likelihood of any Insolvency Proceeding involving an Obligor; or (d) creates or could be expected to result in a Default or Event of Default. In exercising such judgment, Agent may consider any factors that could increase the credit risk of lending to Borrower on the security of the power to direct or cause direction of a Person’s management or policies, whether through the ability to exercise voting power, by contract or otherwiseCollateral. Conversion DateCWA: the date on which the Agent provides to Borrower Agent written notice Clean Water Act (together with an updated Schedule 1.1 reflecting the Revolver Commitments upon the occurrence of the Conversion Date) that each of the following conditions have been satisfied:33 U.S.C. §§ 1251 et seq.).

Contingent Obligation. any obligation of a Person arising from a guaranty, indemnity or other assurance of payment or performance of any Debt, lease, dividend or other obligation (“primary obligations”) of another obligor (“primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person under any (a) guaranty, endorsement, co-making or sale with recourse of an obligation of a primary obligor; (b) obligation to make take-or-pay or similar payments regardless of nonperformance by any other party to an agreement; and (c) arrangement (i) to purchase any primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth or solvency of the primary obligor, (iv) to purchase Property or services for the purpose of assuring the ability of the primary obligor to perform a primary obligation, or (v) otherwise to assure or hold harmless the holder of any primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum amount for which such Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto. Control: possessionContinuing Directors — as of any date of determination, directly or indirectly, those members of the power Board of Directors of the Parent, each of whom: (1) was a member of such Board of Directors on the Closing Date; or (2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election. Copyright Security Agreements — each memorandum of grant of security interest in copyrights or other copyright security agreement pursuant to which an Obligor grants to Agent, for the benefit of Secured Parties, a Lien on such Obligor’s interests in copyrights, as security for the Obligations. Credit Card Notification — as defined in Section 6.1(p). CWA — the Clean Water Act (33 U.S.C. §§ 1251 et seq.). Debt — as applied to any Person, without duplication, whether or not included as indebtedness or liabilities in accordance with GAAP (a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments; (b) all direct or cause direction contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments; (c) net obligations of such Person under any Hedging Agreement; (d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business); (e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; (f) capital leases and synthetic lease obligations; (g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any equity interest in such Person or any other Person, valued, in the case of a Person’s management redeemable preferred interest, at the greater of its voluntary or policies, whether through the ability to exercise voting power, by contract or otherwise. Conversion Date: the date on which the Agent provides to Borrower Agent written notice involuntary liquidation preference plus accrued and unpaid dividends; and (together with an updated Schedule 1.1 reflecting the Revolver Commitments upon the occurrence h) all Guarantees of such Person in respect of any of the Conversion Dateforegoing. For all purposes hereof, the Indebtedness of any Person shall include the Debt of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) that each in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. Default — an event or condition that, with the lapse of time or giving of notice, would constitute an Event of Default. Default Rate — for any Obligation (including, to the following conditions have been satisfied:extent permitted by law, interest not paid when due), 2% plus the interest rate otherwise applicable thereto. Deposit Account — as defined in the UCC.

Contingent Obligation. any obligation of a Person arising from a guaranty, indemnity indemnity, or other assurance of payment or performance of any DebtIndebtedness, lease, dividend dividend, or other obligation (as used in this definition, “primary obligations”) of another obligor (as used in this definition, “primary obligor”) in any manner, whether directly or indirectly, manner including any obligation of such Person under any (a) guaranty, endorsement, co-making making, or sale with recourse of an obligation of a primary obligor; , (b) obligation to make take-or-pay or similar payments regardless of nonperformance by any other party to an agreement; , and (c) arrangement (i) to purchase any primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth worth, or solvency of the primary obligor, (iv) to purchase Property or services for the purpose of assuring the ability of the primary obligor to perform a primary obligation, or (v) otherwise to assure or hold harmless the holder of any primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum amount for which such Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto. Control: possessionContinuing Directors — as of any date of determination, directly or indirectly, any member of the power board of directors of Amkor who (a) was a member of such board of directors on the Closing Date or (b) was nominated for election or elected to direct or cause direction such board of directors with the approval of a Person’s management or policies, whether through the ability to exercise voting power, by contract or otherwise. Conversion Date: the date on which the Agent provides to Borrower Agent written notice (together with an updated Schedule 1.1 reflecting the Revolver Commitments upon the occurrence majority of the Conversion DateContinuing Directors who were members of such board at the time of such nomination or election. Convertible Senior Subordinated Notes — Amkor’s 2.50% Convertible Senior Subordinated Notes due 2011, issued pursuant to the Convertible Senior Subordinated Notes Indenture issued pursuant to the Convertible Senior Subordinated Notes (2011) that each of Indenture, and Amkor’s 6.00% Convertible Senior Subordinated Notes due 2014 issued pursuant to the following conditions have been satisfied:Convertible Senior Subordinated Notes (2014) Indenture.

Contingent Obligation. any obligation of a Person arising from a guaranty, indemnity or other assurance of payment or performance of any DebtIndebtedness, lease, dividend or other obligation (“primary obligations”) of another obligor (“primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person under any (a) guaranty, endorsement, co-making or sale with recourse of an obligation of a primary obligor; (b) obligation to make take-or-pay or similar payments regardless of nonperformance by any other party to an agreement; and (c) arrangement (i) to purchase any primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth or solvency of the primary obligor, (iv) to purchase Property or services for the purpose of assuring the ability of the primary obligor to perform a primary obligation, or (v) otherwise to assure or hold harmless the holder of any primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum amount for which such Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto. ControlContinuing Director: possession, directly or indirectly, (a) any member of the power board of directors of Company who was a director (or comparable manager) of Company on the Amendment No. 3 Effective Date, and (b) any individual who becomes a member of the board of directors after the Amendment No. 3 Effective Date if such individual was approved, appointed or nominated for election to direct the board of directors of Company by a majority of the Continuing Directors, but excluding any such individual originally proposed for election in opposition to the Continuing Directors in an actual or cause direction publically threatened election contest relating to the election of the directors (or comparable managers) of Company and whose assumption of office resulted from such contest or the settlement thereof. Covenant Trigger Period: the period (a) commencing on any date in which Specified Availability is less than the greater of (i) $12,500,000 and (ii) 10% of the Commitments at such time and (b) continuing until the first date thereafter on which Specified Availability has been at least the greater of (i) $12,500,000 and (ii) 10% of the Commitments at all times for 30 consecutive days. Credit Card Account: an Account arising in the Ordinary Course of Business in respect of a Person’s management credit card receivable that (a) has been earned by performance, (b) represents the bona fide amounts due to a Borrower from any major processor or policiesissuer of MasterCard, whether through Visa, American Express or Discover credit cards or any other nationally or internationally recognized credit card provider and (c) indicates only a Borrower as payee or remittance party. Credit Card Formula Amount: 85% of the ability to exercise voting power, by contract or otherwiseValue of Eligible Credit Card Accounts. Conversion DateCWA: the date on which Clean Water Act (33 U.S.C. §§ 1251 et seq.). Default: an event or condition that, with the Agent provides lapse of time or giving of notice, would constitute an Event of Default. Default Rate: for any Obligation (including, to Borrower Agent written notice (together with an updated Schedule 1.1 reflecting the Revolver Commitments upon extent permitted by law, interest not paid when due), 2.00% plus the occurrence of the Conversion Date) that each of the following conditions have been satisfied:interest rate otherwise applicable thereto.

Contingent Obligation. any obligation of a Person arising from a guaranty, indemnity or other assurance of payment or performance of any Debt, lease, dividend or other obligation Debt (“primary obligations”) of another obligor (“primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person under any (a) guarantyany guaranty (whether secured or unsecured, endorsement, co-making and including the provision of security for the payment or sale with recourse performance of an obligation of a the primary obligor; obligations) or (b) obligation to make take-or-pay or similar payments regardless of nonperformance by any other party to an agreement; and (c) arrangement (i) to purchase any primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth or solvency of the primary obligor, or (iv) to purchase Property or services for the purpose of assuring the ability of the primary obligor to perform a primary obligation, or (v) otherwise to assure or hold harmless the holder of any primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum amount for which such Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto. ControlCredit Judgment: possessionthe judgment of either or both of the Collateral Agents exercised in good faith and in accordance with their regular business practices and policies (as in effect from time to time) applicable to asset based loans and taking into account market conditions, based upon their consideration of any factor that they believe (a) could adversely affect the value of Collateral (including any Applicable Law that may inhibit collection of an Account), the enforceability or priority of Agent’s Liens, or the amount that Agent and Lenders could receive in liquidation of any Collateral; (b) could cause or could reasonably be expected to result in any Borrowing Base Certificate, collateral report or related financial information delivered by any Obligor being incomplete, inaccurate or misleading in any material respect; (c) materially increases the likelihood of any Insolvency Proceeding involving an Obligor; or (d) creates or could reasonably be expected to result in a Default or Event of Default. In exercising such judgment, each Collateral Agent may consider any factor that it believes increases or could reasonably be expected to increase the credit risk of lending to Borrowers on the security of the Collateral. CWA: the Clean Water Act (33 U.S.C. §§ 1251 et seq.). Debt: as applied to any Person, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services, (e) all Debt of others secured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) any Lien on Property owned or acquired by such Person, whether or not the Debt secured thereby has been assumed, (f) all Contingent Obligations of such Person of Debt of others, (g) all obligations under any Capital Leases of such Person, (h) all obligations, contingent or otherwise, of such Person as an account party or guarantor in respect of letters of credit or in respect of letters of guaranty issued by a bank or any other financial institution, (i) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances or any Hedging Agreement, (j) all obligations under any liquidated earn-out but only after such obligation is required to be included on the balance sheet of such Person in accordance with GAAP and only if not paid when due and (k) all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Equity Interests; provided that, notwithstanding any clause of this definition above, “Debt” shall not include trade payables and expenses owing in the ordinary course of business and amounts owing under commercial and merchant card service programs to the extent such amounts are directly or indirectly, indirectly for the payment of trade payables incurred in the power ordinary course of business. The Debt of any Person shall include the Debt of any other entity (including any partnership in which such Person is a general partner) to direct or cause direction the extent such Person is liable therefor as a result of a such Person’s management ownership interest in or policiesother relationship with such entity, whether through except to the ability extent the terms of such Debt provide that such Person is not liable therefor. Default: an event or condition that, with the lapse of time or giving of notice, would constitute an Event of Default. Default Rate: for any Obligation that is not paid when due (including, to exercise voting powerthe extent permitted by law, by contract or otherwiseinterest not paid when due), 2% plus the interest rate otherwise applicable thereto. Conversion Date: In the date on which case of any Obligation that does not otherwise bear interest at a specified rate, the Agent provides Default Rate shall mean the Default Rate applicable to Borrower Agent written notice (together with an updated Schedule 1.1 reflecting the Revolver Commitments upon the occurrence of the Conversion Date) that each of the following conditions have been satisfied:Base Rate Loans.

Contingent Obligation. any obligation of a Person arising from a guaranty, indemnity or other assurance of payment or performance of any Debt, lease, dividend or other obligation (“primary obligations”) of another obligor (“primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person under any (a) guaranty, endorsement, co-making or sale with recourse of an obligation of a primary obligor; (b) obligation to make take-or-pay or similar payments regardless of nonperformance non-performance by any other party to an agreement; and (c) arrangement (i) to purchase any primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth or solvency of the primary obligor, (iv) to purchase Property or services for the purpose of assuring the ability of the primary obligor to perform a primary obligation, or (v) otherwise to assure or hold harmless the holder of any primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum amount for which such Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto. ControlCredit Judgment: possessionAgent’s judgment exercised in good faith, directly based upon its consideration of any factor that it believes (a) could adversely affect the quantity, quality, mix or indirectlyvalue of Collateral (including any Applicable Law that may inhibit collection of an Account), the enforceability or priority of Agent’s Liens, or the amount that Agent and Lenders could receive in liquidation of any Collateral; (b) suggests that any collateral report or financial information delivered by any Obligor is incomplete, inaccurate or misleading in any material respect; (c) materially increases the likelihood of any Insolvency Proceeding involving an Obligor; or (d) creates or could result in a Default or Event of Default. In exercising such judgment, Agent may consider any factors that could increase the credit risk of lending to Borrowers on the security of the power Collateral. CWA: the Clean Water Act (33 U.S.C. §§ 1251 et seq.). Debt: as applied to direct or cause direction any Person, without duplication, (a) all items that would be included as liabilities on a balance sheet in accordance with GAAP, including Capital Leases, but excluding trade payables and intercompany payables incurred and being paid in the Ordinary Course of Business; (b) all Contingent Obligations; (c) all reimbursement obligations in connection with letters of credit issued for the account of such Person; and (d) in the case of a Borrower, the Obligations. The Debt of any Person shall include the Debt of any partnership or joint venture (other than a joint venture that is itself a corporation, limited liability company or similar legal entity) in which such Person is a general partner or a joint venturer, unless such Debt is expressly made non-recourse to such Person’s management or policies, whether through . The amount of any net obligation under any Hedging Agreement on any date shall be deemed to be the ability to exercise voting power, by contract or otherwise. Conversion Date: the date on which the Agent provides to Borrower Agent written notice (together with an updated Schedule 1.1 reflecting the Revolver Commitments upon the occurrence Swap Termination Value as of the Conversion Date) that each of the following conditions have been satisfied:such date.

Contingent Obligation. any obligation of a Person arising from a guaranty, indemnity or other assurance of payment or performance of any Debt, lease, dividend or other obligation (“primary obligationsobligation”) of another obligor (“primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person under any (a) guaranty, endorsement, co-making or sale with recourse of an obligation of a primary obligor; (b) obligation to make take-or-pay or similar payments regardless of nonperformance by any other party to an agreement; and or (c) arrangement (i) to purchase any primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth or solvency of the primary obligor, (iv) to purchase Property or services for the purpose of assuring the ability of the primary obligor to perform a primary obligation, or (v) otherwise to assure or hold harmless the holder of any primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum amount for which such Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto; provided that the term “Contingent Obligation” shall not include endorsements for collection or deposit, in either case, in the Ordinary Course of Business, or customary and reasonable indemnity obligations in connection with any disposition of assets permitted under this Agreement (other than any such obligations with respect to Borrowed Money). 133315237_8 Control: possession, directly or indirectly, of the power to direct or cause direction of a Person’s management or policies, whether through the ability to exercise voting power, by contract or otherwise. Conversion DateDebt: as applied to any Person, without duplication, (a) all items that would be included as liabilities on a balance sheet in accordance with GAAP, excluding trade payables incurred and being paid in the date on which the Agent provides to Borrower Agent written notice Ordinary Course of Business, but including Capital Leases; (together with an updated Schedule 1.1 reflecting the Revolver Commitments upon the occurrence b) all Contingent Obligations in respect of obligations of the Conversion Datetype described in clauses (a), (c) that each and (d); (c) all reimbursement obligations in connection with letters of credit issued for the following conditions have been satisfied:account of such Person; and (d) in the case of a Borrower, the Obligations. The Debt of a Person shall include any recourse Debt of any partnership in which such Person is a general partner or joint venturer (unless such joint venture is itself a corporation or limited liability company), unless such Debt is expressly made non-recourse to such Person. Default: an event or condition that, with the lapse of time or giving of notice, would constitute an Event of Default. Default Rate: for any Obligation (including, to the extent permitted by law, interest not paid when due), 2.00% plus the interest rate otherwise applicable thereto.