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Exhibit 10.54
AMKOR TECHNOLOGY, INC.
VOTING AGREEMENT
This Voting Agreement (this "AGREEMENT") is made and entered into
as of November
18, 2005 by and among Amkor Technology, Inc., a Delaware
corporation (the
"COMPANY"), James J. Kim ("MR. KIM"), The James and Agnes Kim
Foundation, Inc.,
Trust U/D of James J. Kim dated 12/24/92 f/b/o Alexandra Kim
Panichello, Trust
U/D of James J. Kim dated 10/3/94 f/b/o Jacqueline Mary Panichello,
Trust U/D of
James J. Kim dated 10/15/01 f/b/o Dylan James Panichello, Trust U/D
of James J.
Kim dated 10/15/01 f/b/o Allyson Lee Kim, Trust U/D of James J. Kim
dated
11/17/03 f/b/o Jason Lee Kim, and Trust U/D of James J. Kim dated
11/11/05 f/b/o
Children of David D. Kim (collectively, the "INVESTORS").
Capitalized terms
contained and not otherwise defined herein shall have the meaning
ascribed to
such terms in the Note Purchase Agreement (defined below).
RECITALS
A.
The Company proposes to issue $100 million in aggregate principal
amount
of 6.25% Convertible Subordinated Notes due 2013 (the "NOTES"),
convertible into
shares of the Company's common stock, $0.001 par value (the "COMMON
STOCK")
pursuant to the terms and conditions of the Note Purchase Agreement
(the
"PURCHASE AGREEMENT") of even date herewith (the "FINANCING").
B.
Investors are the beneficial owners (as defined in Rule 13d-3 under
the
Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"))
of such number
of shares of the outstanding capital stock of the Company, and such
number of
shares of capital stock of the Company issuable upon the exercise
of outstanding
options and warrants, as is indicated on the signature page of this
Agreement.
C.
In consideration of the execution of the Purchase Agreement by
the
Company, Investors (in their capacity as such) have agreed to vote
the Shares
(as defined below) and over which Investors have voting power, in
the manner set
forth below.
NOW,
THEREFORE, in consideration of the mutual promises and
covenants
herein contained, and other consideration, the receipt and adequacy
of which is
hereby acknowledged, the parties hereto agree as follows:
1.
SHARES. During the term of this Agreement, Investors agree to vote
all
shares issued upon conversion of the Notes (the "SHARES") in
accordance with the
provisions of this Agreement. For purposes of this Agreement,
Shares shall not
include any securities of the Company of which Investors are the
beneficial
owners immediately prior to the Closing of the Financing or any
securities of
the Company acquired by Investors other than upon conversion of the
Notes
subsequent to the date of this Agreement.
2.
VOTING. Until this Agreement is terminated pursuant to Section 3
hereof,
Investors agree to vote and cause to be voted all Shares
beneficially owned,
either directly or indirectly, by them in a
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neutral manner on all matters submitted to the stockholders of the
Company for a
vote, whether required by the Company's charter or bylaws, pursuant
to Delaware
General Corporate Law or otherwise, including, but not limited to,
the election
of directors or a Change of Control Transaction (as defined below);
provided,
however, that to the extent that the Investors shall beneficially
own, in the
aggregate, securities of the Company representing less than
forty-one and
six-tenths percent (41.6%) of the then-outstanding voting power of
the Company,
then the Investors shall not be required to vote in a neutral
manner such number
of the Shares equal to the difference of (i) (x) the number of
shares of Common
Stock entitled to vote as of the record date set for any matter
submitted for a
vote of stockholders of the Company multiplied by (y) .416, less
(ii) the total
number of shares of Common Stock beneficially owned by the
Investors in the
aggregate on the record date set for such stockholder vote other
than the
Shares. In such instances, each Investor shall be entitled to vote
a number of
Shares in a non-neutral manner in direct proportion to such
Investors beneficial
ownership of voting securities of the Company. For purposes of this
Agreement,
"NEUTRAL MANNER" means in the same proportion to all other
outstanding voting
securities of the Company (excluding any and all voting securities
beneficially
owned, directly or indirectly, by Investors) that are actually
voted on a
proposal submitted to the Company's stockholders for approval. By
way of example
only, if 100,000 voting securities that are not beneficially owned
by Investors
are cast with 60,000 of such shares voting "For" a proposal, 30,000
of such
shares voting "Against" a proposal, and 10,000 of such shares
abstaining,
Investors shall vote sixty percent (60%) of the Shares "For" the
proposal,
thirty percent (30%) "Against" the proposal and abstain with
respect to ten
percent (10%) of the Shares. The term "vote" shall include any
exercise of
voting rights whether at an annual or special meeting of
stockholders or by
written consent or in any other manner permitted by applicable
law.
3.
TERMINATION. This Agreement shall terminate upon the earlier of (i)
the
Maturity Date of the Notes; (ii) at such time as no principal
amount of the
Notes or any Shares remains outstanding; (iii) a Change of Control
Transaction;
or (iv) the mutual agreement of the Company and Investors. "CHANGE
OF CONTROL
TRANSACTION" means either (a) the acquisition of the Company by
another entity
by means of any transaction or series of related transactions to
which the
Company is party (including, without limitation, any stock
acquisition, tender
offer, reorganization, merger or consolidation but excluding any
sale of stock
for capital raising purposes) that results in the voting securities
of the
Company outstanding immediately prior thereto failing to represent
immediately
after such transaction or series of transactions (either by
remaining
outstanding or by being converted into voting securities of the
surviving entity
or the entity that controls such surviving entity) a majority of
the total
voting power represented by the outstanding voting securities of
the Company,
such surviving entity or the entity that controls such surviving
entity;
provided, however, that the Financing or conversion of the Notes
pursuant to the
terms of the Purchase Agreement shall not constitute a Change of
Control
Transaction; or (b) a sale, lease or other conveyance of all or
substantially
all of the assets of the Company.
4.
ADDITIONAL SHARES. In the event that subsequent to the date of
this
Agreement any shares or other securities (other than pursuant to a
Change of
Control Transaction) are issued on, or in exchange for, any of the
Shares by
reason of any stock dividend, stock split, consolidation of
shares,
reclassification or consolidation involving the Company, such
shares or
securities shall be deemed to be Shares for purposes of this
Agreement.
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5.
REPRESENTATIONS AND WARRANTIES OF INVESTORS. Investors hereby
represent
and warrant to the Company that, as of the date hereof, (i)
Investors are the
beneficial owner of the shares of Common Stock, and the options,
warrants and
other rights to purchase shares of Common Stock, set forth on the
signature page
of this Agreement, with full power to vote or direct the voting of
the Shares
for and on behalf of all beneficial owners of the Shares; (ii) the
Shares are
free and clear of any liens, pledges, security interests, claims,
options,
rights of first refusal, co-sale rights, charges or other
encumbrances of any
kind or nature (other than pursuant to the terms of restricted
stock agreements
as in effect on the date hereof); (iii) Investors do not
beneficially own any
securities of the Company other than the shares of Common Stock,
and options,
warrants and other rights to purchase shares of Common Stock, set
forth on the
signature page of this Agreement; (iv) Investors have and
