AMKR Amkor Technology Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 18)*

AMKOR TECHNOLOGY, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

031652100

(CUSIP Number)

James J. Kim

1500 E. Lancaster Avenue

Paoli, PA 19301-9713

Telephone: (480) 575-7253

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

Copy to:

Brian D. Short, Esq.

Ballard Spahr LLP

1735 Market Street

51^st Floor

Philadelphia, PA 19103

Telephone: (215) 864-8230

October 4, 2024

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

SCHEDULE 13D

The Schedule 13D filed with the U.S. Securities and Exchange Commission (“SEC”) on November 28, 2005, as previously amended (the “Initial 13D”) is hereby further amended to furnish the additional information set forth in this Amendment No. 18 to the Initial 13D. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial 13D.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT TO SECURITIES OF THE ISSUER

On October 2, 2024, 915 Investments, LP, a Pennsylvania limited partnership (the “Borrower”) entered into a secured margin line of credit note (the “Note”) with JPMorgan Chase Bank, N.A. (the “Bank”). Neither Amkor Technology, Inc., a Delaware corporation (the “Issuer”) nor any of its subsidiaries is a party to the Note. The Note provides for loans made by the Bank to the Borrower in the form of variable margin loans and short-term fixed margin loans up to an aggregate principal amount of $350 million. The principal amount of each margin loan under the Note, together with accrued interest, is due and payable on the earlier of (i) October 2, 2026 or (ii) if such margin line is not extended and no event of default exists, on the payment date set forth in the Bank’s non-renewal notice or, if later, on the maturity date of any applicable short-term fixed margin loans; provided, however, that in no event will the payment due date be fewer than sixty days after the date of the Bank notice. The Note permits prepayments of principal without penalty. The obligations under the Note are secured by a pledge of an aggregate of 39,594,980 shares of the Issuer held by the Borrower. The obligations under the Note are guaranteed by Susan Y. Kim and Susan Y. Kim, as trustee of the Susan Y. Kim Trust of December 31, 1987, as amended and restated (the “SYK 2007 Trust”). The Guaranty Agreement, dated as of October 2, 2024, by and among the Bank, Susan Y. Kim and the SYK 2007 Trust is filed as Exhibit 99.2 herewith. As is customary with collateralized loan agreements, upon the occurrence of certain events of default, the Bank may exercise its rights with respect to the collateral.

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ITEM 7. MATERIALS TO BE FILED AS EXHIBITS

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 4, 2024

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SCHEDULE I

ITEM 2. Name of Person Filing

James J. Kim, individually and as Trustee

(a) Present principal occupation or employment:

Executive Chairman of the Board

(b) Address of Principal Business Office, or if none, Residence

1500 E. Lancaster Avenue, Paoli, PA 19301-9713

ITEM 2. Name of Person Filing

Agnes C. Kim

(a) Present principal occupation or employment:

Homemaker

(b) Address of Principal Business Office, or if none, Residence

1500 E. Lancaster Avenue, Paoli, PA 19301-9713

ITEM 2. Name of Person Filing

John T. Kim, individually and as Trustee

(a) Present principal occupation or employment:

Private Investor

(b) Address of Principal Business Office, or if none, Residence

1500 E. Lancaster Avenue, Paoli, PA 19301-9713

ITEM 2. Name of Person Filing

David D. Kim, individually and as Trustee

(a) Present principal occupation or employment:

Private Investor

(b) Address of Principal Business Office, or if none, Residence

1500 E. Lancaster Avenue, Paoli, PA 19301-9713

ITEM 2. Name of Person Filing

Susan Y. Kim, individually and as Trustee

(a) Present principal occupation or employment:

Executive Vice Chairman of the Board and Philanthropist

(b) Address of Principal Business Office, or if none, Residence

1500 E. Lancaster Avenue, Paoli, PA 19301-9713

ITEM 2. Name of Person Filing

Liam E. Blaney

(a) Present principal occupation or employment:

Kim Family Manager

(b) Address of Principal Business Office, or if none, Residence

1500 E. Lancaster Avenue, Paoli, PA 19301-9713

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EXHIBIT INDEX

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Exhibit 24.1

LIMITED POWER OF ATTORNEY

Know all by these presents, that each of the undersigned hereby makes, constitutes and appoints Mark N. Rogers, Vincent Pecora, Brian D. Short and Heike K. Sullivan (any of whom may act individually) as the true and lawful attorney-in-fact of each of the undersigned, with full power and authority as hereinafter described on behalf of and in the name, place and stead of each of the undersigned to:

Each of the undersigned acknowledges that:

Although this Power of Attorney supersedes and replaces any prior power of attorney executed by any of the undersigned for any of the purposes set forth herein, each of the undersigned hereby ratifies and approves of any actions taken pursuant to any prior power of attorney for any of the purposes set forth herein, including without limitation the granting thereof by any of the undersigned on his, her or its behalf. Each of the undersigned hereby gives and grants the foregoing attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that such attorney-in-fact shall lawfully do or cause to be done of, for and on behalf of any of the undersigned by virtue of this Power of Attorney.

This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of 9/19/2023.

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LIMITED POWER OF ATTORNEY

Know all by these presents, that each of the undersigned hereby makes, constitutes and appoints Mark N. Rogers, Vincent Pecora, Brian D. Short and Heike K. Sullivan (any of whom may act individually) as the true and lawful attorney-in-fact of each of the undersigned, with full power and authority as hereinafter described on behalf of and in the name, place and stead of each of the undersigned to:

Each of the undersigned acknowledges that:

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Although this Power of Attorney supersedes and replaces any prior power of attorney executed by any of the undersigned for any of the purposes set forth herein, each of the undersigned hereby ratifies and approves of any actions taken pursuant to any prior power of attorney for any of the purposes set forth herein, including without limitation the granting thereof by any of the undersigned on his, her or its behalf. Each of the undersigned hereby gives and grants the foregoing attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that such attorney-in-fact shall lawfully do or cause to be done of, for and on behalf of any of the undersigned by virtue of this Power of Attorney.

This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of 10/10/2023.

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LIMITED POWER OF ATTORNEY

Know all by these presents, that each of the undersigned hereby makes, constitutes and appoints Mark N. Rogers, Brian D. Short and Heike K. Sullivan (any of whom may act individually) as the true and lawful attorney-in-fact of each of the undersigned, with full power and authority as hereinafter described on behalf of and in the name, place and stead of each of the undersigned to:

Each of the undersigned acknowledges that:

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Although this Power of Attorney supersedes and replaces any prior power of attorney executed by any of the undersigned for any of the purposes set forth herein, each of the undersigned hereby ratifies and approves of any actions taken pursuant to any prior power of attorney for any of the purposes set forth herein, including without limitation the granting thereof by any of the undersigned on his, her or its behalf. Each of the undersigned hereby gives and grants the foregoing attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that such attorney-in-fact shall lawfully do or cause to be done of, for and on behalf of any of the undersigned by virtue of this Power of Attorney.

This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of 8/9/2024.

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LIMITED POWER OF ATTORNEY

Know all by these presents, that each of the undersigned hereby makes, constitutes and appoints Mark N. Rogers, Brian D. Short and Heike K. Sullivan (any of whom may act individually) as the true and lawful attorney-in-fact of each of the undersigned, with full power and authority as hereinafter described on behalf of and in the name, place and stead of each of the undersigned to:

Each of the undersigned acknowledges that:

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Although this Power of Attorney supersedes and replaces any prior power of attorney executed by any of the undersigned for any of the purposes set forth herein, each of the undersigned hereby ratifies and approves of any actions taken pursuant to any prior power of attorney for any of the purposes set forth herein, including without limitation the granting thereof by any of the undersigned on his, her or its behalf. Each of the undersigned hereby gives and grants the foregoing attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that such attorney-in-fact shall lawfully do or cause to be done of, for and on behalf of any of the undersigned by virtue of this Power of Attorney.

This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of 8/9/2024.

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LIMITED POWER OF ATTORNEY

Know all by these presents, that each of the undersigned hereby makes, constitutes and appoints Mark N. Rogers, Brian D. Short and Heike K. Sullivan (any of whom may act individually) as the true and lawful attorney-in-fact of each of the undersigned, with full power and authority as hereinafter described on behalf of and in the name, place and stead of each of the undersigned to:

Each of the undersigned acknowledges that:

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Although this Power of Attorney supersedes and replaces any prior power of attorney executed by any of the undersigned for any of the purposes set forth herein, each of the undersigned hereby ratifies and approves of any actions taken pursuant to any prior power of attorney for any of the purposes set forth herein, including without limitation the granting thereof by any of the undersigned on his, her or its behalf. Each of the undersigned hereby gives and grants the foregoing attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that such attorney-in-fact shall lawfully do or cause to be done of, for and on behalf of any of the undersigned by virtue of this Power of Attorney.

This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of 8/9/2024.

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LIMITED POWER OF ATTORNEY

Know all by these presents, that each of the undersigned hereby makes, constitutes and appoints Mark N. Rogers, Brian D. Short and Heike K. Sullivan (any of whom may act individually) as the true and lawful attorney-in-fact of each of the undersigned, with full power and authority as hereinafter described on behalf of and in the name, place and stead of each of the undersigned to:

Each of the undersigned acknowledges that:

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Although this Power of Attorney supersedes and replaces any prior power of attorney executed by any of the undersigned for any of the purposes set forth herein, each of the undersigned hereby ratifies and approves of any actions taken pursuant to any prior power of attorney for any of the purposes set forth herein, including without limitation the granting thereof by any of the undersigned on his, her or its behalf. Each of the undersigned hereby gives and grants the foregoing attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that such attorney-in-fact shall lawfully do or cause to be done of, for and on behalf of any of the undersigned by virtue of this Power of Attorney.

This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of 8/12/2024.

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LIMITED POWER OF ATTORNEY

Know all by these presents, that each of the undersigned hereby makes, constitutes and appoints Mark N. Rogers, Brian D. Short and Heike K. Sullivan (any of whom may act individually) as the true and lawful attorney-in-fact of each of the undersigned, with full power and authority as hereinafter described on behalf of and in the name, place and stead of each of the undersigned to:

Each of the undersigned acknowledges that:

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Although this Power of Attorney supersedes and replaces any prior power of attorney executed by any of the undersigned for any of the purposes set forth herein, each of the undersigned hereby ratifies and approves of any actions taken pursuant to any prior power of attorney for any of the purposes set forth herein, including without limitation the granting thereof by any of the undersigned on his, her or its behalf. Each of the undersigned hereby gives and grants the foregoing attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that such attorney-in-fact shall lawfully do or cause to be done of, for and on behalf of any of the undersigned by virtue of this Power of Attorney.

This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of 8/12/2024.

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EXHIBIT 99.1

This Eighteenth Amended and Restated Agreement made by the undersigned persons certifies that each undersigned person agrees that the Schedule 13D/A, and all amendments thereto, to which this Exhibit 99.1 is attached, is filed on behalf of each of them and the Group. The “Group” (as defined in Rule 13d-5(b)) may be deemed to be composed of the following persons:

[Signature Page Follows]

Each undersigned further agrees the information as it pertains to each undersigned is accurate and complete and that each undersigned has no knowledge or reason to believe that information as it relates to the other persons making this filing is inaccurate.

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Exhibit 99.2

GUARANTY dated as of October 2, 2024 made by Susan Y. Kim having a legal residence in Pennsylvania, and Susan Y. Kim, as Trustee of the Susan Y. Kim Trust of December 31, 1987, as amended and restated, a trust governed by the laws of Pennsylvania (individually, or if more than one, collectively, the “Guarantor”), in favor of JPMorgan Chase Bank, N.A., and/or any of its subsidiaries or affiliates (individually or collectively, as the context may require, the “Bank”).

PRELIMINARY STATEMENTS: The Bank has entered, or may from time to time enter, into agreements or arrangements with 915 Investments, LP, a limited partnership organized under the laws of Pennsylvania (the “Borrower”), providing for credit extensions or financial accommodation to the Borrower of any kind whatsoever including, without limitation, the making of loans, advances or overdrafts, whether or not secured, extension of margin loans, discount or purchase of notes, securities or other instruments or property, creation of acceptances, issuance or confirmation of letters of credit, guaranties or indemnities, entering into foreign exchange or precious metals contracts or interest rate or currency swap or protection agreements, entering into any other derivative transactions under any ISDA Master Agreement or similar agreements between the Bank and the Borrower, or any other kind of agreement under which the Borrower may be indebted to the Bank in any manner (all of the foregoing agreements or arrangements being the “Facilities” and any writing or record evidencing, supporting, securing, or delivered in connection with a Facility, including but not limited to this Guaranty, and including as may subsequently be renewed, extended, amended, modified, substituted and/or replaced, being a “Facility Document”).

THEREFORE, in order to induce the Bank to extend credit or give financial accommodation under the Facilities, the Guarantor agrees (and if more than one, jointly and severally agrees) as follows:

Guaranty of Payments.

For value received and in consideration of the Facilities extended by the Bank, the Guarantor unconditionally guarantees to the Bank (a) performance and observance of every agreement and condition contained in any Facility Document to be performed or observed by the Borrower, and (b) payment of all sums now owing or which may in the future be owing by the Borrower under the Facilities, when the same are due and payable, whether on demand, at stated maturity, by acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification or otherwise (the “Liabilities”). The Liabilities include, without limitation, interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the Facility Documents.

This Guaranty is a guaranty of payment and performance and not of collection only. The Bank shall not be required to exhaust any right or remedy or take any action against the Borrower or any other person or entity or any collateral. The Guarantor agrees that, as between the Guarantor and the Bank, the Liabilities may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by the Guarantor for the purposes of this Guaranty.

Guaranty Absolute.

The Guarantor guarantees that the Liabilities shall be performed and paid strictly in accordance with the terms of the Facilities. The liability of the Guarantor under this Guaranty is absolute and unconditional irrespective of: (a) any change in the amount, time, manner or place of payment of, or in any other term of, all or any of the Facility Documents or Liabilities, or any other amendment or waiver of or any consent to departure from any of the terms of any Facility Document or Liability; (b) any release or amendment or waiver of, or consent to departure from, any other guaranty or support document, or any exchange, release or non-perfection of any collateral, for all or any of the Facility Documents or Liabilities; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Facility Document or Liability; (d) without being limited by the foregoing, any lack of validity or enforceability of any Facility Document or Liability; and (e) any other defense, setoff or counterclaim whatsoever with respect to the Facility Documents or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of, the Borrower or a guarantor.

Guaranty Irrevocable.

This Guaranty is a continuing guaranty of all Liabilities now or hereafter existing and shall remain in full force and effect until payment in full of all Liabilities and other amounts payable under this Guaranty and until the Facilities are no longer in effect or, if earlier, when the Guarantor has given the Bank written notice that this Guaranty has been revoked; provided that any notice under this Section shall not release the Guarantor from any Liability, absolute or contingent, existing prior to such notice. Such notice shall be effective only after the Bank’s actual receipt of the notice at its address set forth below, and the Bank shall have had a reasonable time to act upon such notice at each of its offices or departments responsible for the Facilities.

Reinstatement.

This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Liabilities is rescinded or must otherwise be returned by the Bank on the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though the payment had not been made.

Subrogation.

The Guarantor shall not exercise any rights against the Borrower which it may acquire by way of subrogation, by any payment made under this Guaranty or otherwise, until all the Liabilities have been paid in full and the Facilities are no longer in effect. If any amount is paid to the Guarantor on account of subrogation rights under this Guaranty at any time when all the Liabilities have not been paid in full and/or the Facilities remain in effect, the amount shall be held in trust for the benefit of the Bank and shall be promptly paid to the Bank to be credited and applied to the Liabilities, whether matured or unmatured or absolute or contingent, in accordance with the terms of the Facilities.

Subordination.

Without limiting the Bank’s rights under any other agreement, any liabilities owed by the Borrower to the Guarantor in connection with any extension of credit or financial accommodation by the Guarantor to or for the account of the Borrower, including but not limited to interest accruing at the agreed contract rate after the commencement of a bankruptcy or similar proceeding, are hereby subordinated to the Liabilities, and such liabilities of the Borrower to the Guarantor, if the Bank so requests, shall be collected, enforced and received by the Guarantor as trustee for the Bank and shall be paid over to the Bank on account of the Liabilities but without reducing or affecting in any manner the liability of the Guarantor under the other provisions of this Guaranty.

Representations and Warranties.

The Guarantor represents and warrants that:

Financial Information.

Covenants.

The Guarantor hereby acknowledges and agrees that that certain Secured Margin Line of Credit Note (as amended, restated, supplemented or otherwise modified from time to time, the “Note”) and the Statement of Key Margin Line of Credit Terms issued by the Bank in connection with the Note are hereby incorporated into and made a part of this Guaranty and the undersigned agrees to be bound by the provisions thereof that are applicable to the Guarantor. For greater certainty, the Guarantor hereby acknowledges and agrees that any Event of Default (as defined in the Note) under the Note shall give rise to any and all rights and remedies of the Bank hereunder and the Guarantor hereby acknowledges and agrees that any and all covenants set forth in the Note that are applicable to the Guarantor shall be incorporated and made a part of this Guaranty and the Guarantor agrees to bound thereby and comply therewith.

Remedies Generally.

The rights and remedies in this Guaranty are cumulative and not exclusive of any rights and remedies which the Bank may have under law, in equity or under any other agreements or arrangements in connection with the Facilities. No delay on the part of the Bank in the exercise of any right or remedy waives that right or remedy. No single or partial exercise by the Bank of any right or remedy precludes any other future exercise of it or the exercise of any other right or remedy.

Non-Recourse to Kim Sports Holdings Co, LLC.

Notwithstanding anything to the contrary in this Guaranty or any Facility Document, the Bank’s rights and remedies against any Guarantor will not extend to, and the Bank will not exercise any rights or remedies or seek to enforce any judgment against, any Guarantor’s direct or indirect ownership interest in Kim Sports Holdings Co, LLC or any of the assets of Kim Sports Holdings Co, LLC.

Setoff.

The Guarantor agrees that, in addition to (and without limitation of) any right of setoff, banker’s lien or counterclaim the Bank may otherwise have, the Bank shall be entitled, at its option, to offset balances (general or special, time or demand, provisional or final) held by it for the account of the Guarantor at any of the Bank’s offices, in U.S. dollars or in any other currency, against any amount payable by the Guarantor under this Guaranty which is not paid when due (regardless of whether such balances are then due to the Guarantor), in which case it shall promptly notify the Guarantor thereof; provided that the Bank’s failure to give such notice shall not affect the validity thereof. Notwithstanding the foregoing, Bank agrees that it will not exercise any of its rights under this Section against any shares of common stock in Amkor Technology, Inc., a Delaware corporation (NASDAQ: AMKR) owned by Guarantor and maintained in any of Guarantor’s accounts with Bank (including its subsidiaries and affiliates). Nothing contained herein, however, shall prohibit the Bank from exercising its other rights and remedies in this Guaranty against Guarantor upon the occurrence and during the continuance of a default with respect to the Liabilities under the Facility Documents.

Formalities.

The Guarantor waives presentment, notice of dishonor, protest, notice of acceptance of this Guaranty or incurrence of any Liability and to the extent not prohibited by applicable law any other formality with respect to any of the Liabilities or this Guaranty.

Amendments and Waivers.

No amendment or modification of any provision of this Guaranty shall be effective unless the same shall be executed by the Guarantor and the Bank. A waiver by the Bank of a provision of this Guaranty shall not prejudice or constitute a waiver of the Bank’s right to otherwise demand strict compliance with that provision or any other provision of this Guaranty. Whenever the consent of the Bank is required under this Guaranty, the granting of such consent shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the Bank’s sole discretion. The Bank shall not be deemed to have waived any rights under this Guaranty unless such waiver is in writing and signed by the Bank.

Expenses.

The Guarantor will pay to the Bank all reasonable costs and expenses (including reasonable attorneys’ fees and legal expenses) incurred by the Bank in connection with the preparation or modification of this Guaranty and performance thereof and the exercise of any of the Bank’s rights, remedies or obligations under this Guaranty. The obligations of the Guarantor under this Section shall survive the termination of this Guaranty.

Assignment.

This Guaranty shall be binding on the Guarantor and its heirs, executors, administrators, legal representatives, successors and assigns and shall inure to the benefit of the Bank and its successors and assigns, except that the Guarantor may not delegate or assign any of its obligations hereunder without the prior written consent of the Bank.

Captions.

The headings and captions in this Guaranty are for convenience only and shall not affect the interpretation or construction of this Guaranty.

Governing Law, Etc.

THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES, AND WITH THE LAWS OF THE UNITED STATES OF AMERICA AS APPLICABLE. THE GUARANTOR CONSENTS TO THE NONEXCLUSIVE JURISDICTION AND VENUE OF THE STATE OR FEDERAL COURTS LOCATED IN THE CITY OF NEW YORK. SERVICE OF PROCESS BY THE BANK IN CONNECTION WITH ANY SUCH DISPUTE SHALL BE BINDING ON THE GUARANTOR IF SENT TO THE GUARANTOR BY REGISTERED MAIL AT THE ADDRESS SPECIFIED BELOW OR AS OTHERWISE SPECIFIED BY THE GUARANTOR FROM TIME TO TIME. THE GUARANTOR WAIVES ANY RIGHT THE GUARANTOR MAY HAVE TO JURY TRIAL IN ANY ACTION RELATED TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY AND FURTHER WAIVES ANY RIGHT TO INTERPOSE ANY COUNTERCLAIM RELATED TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY SUCH ACTION. TO THE EXTENT THAT THE GUARANTOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER FROM SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OF A JUDGMENT, EXECUTION OR OTHERWISE), THE GUARANTOR HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS GUARANTY.

Notices.

Unless otherwise agreed in writing, notices shall be given to (i) the Bank at the email address or mailing address as set forth on the signature page of this Guaranty (or at such other number or address as shall be designated by the Bank to the Guarantor by telephone or in the manner provided for in this paragraph) and (ii) the Guarantor at the mailing address that the Bank has on file for the Guarantor as its legal address or any email address that the Guarantor has provided to the Bank as the Guarantor’s email address (or at such other number or address as shall be designated by the Guarantor to the Bank by telephone or in the manner provided for in this paragraph) and either given electronically or in writing by hand, overnight courier, certified or registered mail, or regular mail. Notices sent by hand, overnight courier, certified or registered mail, or regular mail shall be deemed to have been given when delivered. Notices and other communications sent to an email address shall be deemed received when sent, provided, that, if such notice, email or other communication is not sent during normal business hours, such notice or communication shall be deemed to have been sent and received at the opening of business on the next Banking Day (“Banking Day” shall have the meaning ascribed to the term “Banking Day” or the term “Business Day”, as applicable, in the Facility Documents). All notices by the Bank properly addressed to the Guarantor shall be deemed to have been personally delivered to the Guarantor whether actually received or not. If the Bank needs to contact the Guarantor by telephone, then the Bank will use the phone number the Bank has on file for the Guarantor as its primary phone number.

Integration; Effectiveness; Counterparts.

This Guaranty alone sets forth the entire understanding of the Guarantor and the Bank relating to the guarantee of the Liabilities and constitutes the entire contract between the parties relating to the subject matter hereof and supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Guaranty shall become effective when it shall have been executed and delivered by the Guarantor to the Bank. This Guaranty, any amendment to this Guaranty, and any agreement, notice or other communication required by this Guaranty to be “written” or “in writing” may be executed in any number of counterparts, including counterparts that are executed on paper and counterparts that are electronic records and are executed using electronic signatures generated through the electronic execution process provided by the Bank or such other electronic execution process acceptable to the Bank in its sole discretion. Each counterpart of such document, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same document. Delivery of a manually executed counterpart of a signature page of such document by emailed PDF or JPEG from the Guarantor’s e-mail address on file with the Bank or any other electronic means acceptable to the Bank in its sole discretion that reproduces an image of such manually executed signature page, shall each be effective as delivery of a manually executed counterpart of such document; provided, that, the Bank, in its sole discretion, can require subsequent delivery of the manually executed counterpart of a signature page. Any counterpart may be converted from paper to electronic form, or from electronic form to paper, at the discretion of the Bank, and such converted counterpart shall be deemed an original.

Execution and Use of Electronic Records and Signatures.

If the Guarantor has received and reviewed this Guaranty electronically, then the Guarantor agrees that this Guaranty may be in the form of an electronic record and may be executed using electronic signatures generated through the electronic execution process provided by the Bank or such other electronic execution process acceptable to the Bank in its sole discretion. Any electronic signature on or associated with this Guaranty and accepted by the Bank shall be valid and binding on the signer to the same extent as a manual signature and upon application thereof, this Guaranty will constitute a legal, valid, and binding obligation enforceable in accordance with its terms to the same extent as if manually executed. Notwithstanding any other provision of this Guaranty, at the Bank’s option and in the Bank’s sole discretion, any agreement, amendment, notice or other communication required by this Guaranty to be “written” or “in writing” may be in the form of an electronic record and may be executed using electronic signatures generated through the electronic execution process provided by the Bank or such other electronic execution process acceptable to the Bank in its sole discretion.

IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be duly executed and delivered as of the date first above written.

[NO FURTHER TEXT; SIGNATURE PAGE FOLLOWS]

Address for notices to the Bank:

JPMorgan Chase Bank, N.A.

1650 Market Street, Floor 47

Philadelphia, PA 19103

Attn: Joe Bakalian

Telephone: (215) 640-3540

Email: Joe.Bakalian@jpmorgan.com

GUARANTOR:

NOTICE TO CO-SIGNER

You are being asked to guarantee the Borrower’s debts. Regulation AA (promulgated by the Federal Reserve Board) requires that we provide you with this notice to ensure that you understand the nature and extent of your liability. This notice is not the contract that makes you liable for the Borrower’s debts.

If the Borrower fails to pay its/his/her debts, you will be responsible for making payment, up to an unlimited amount of principal. You may also be responsible for paying interest due and for any collection costs, permissible fees and other legal expenses that the Borrower may owe to us. We are entitled to collect all of these amounts from you before trying to collect them from the Borrower. We may also apply the same collection methods to you that we can apply to the Borrower, such as suing you and garnishing your wages. Additionally, any default by you may become a part of your credit record.

Please read the terms of the guaranty preceding this notice carefully to make sure that you want to accept this responsibility and that you are in a financial position to make any payments.