AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 9, 2002

REGISTRATION NO. 333-81334

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1

TO

FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AMKOR TECHNOLOGY, INC.
(Exact name of Registrant as specified in its charter)

DELAWARE                                           23-1722724
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                          Identification Number)

1345 ENTERPRISE DRIVE
WEST CHESTER, PENNSYLVANIA 19380
(610) 431-9600
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)

KEVIN HERON, ESQ.
GENERAL COUNSEL
1345 ENTERPRISE DRIVE
WEST CHESTER, PENNSYLVANIA 19380
(610) 431-9600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

COPIES TO:
LARRY W. SONSINI, ESQ.
BRUCE M. MCNAMARA, ESQ.
ROBERT A. CLAASSEN, ESQ.
ROBERT D. SANCHEZ, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304
(650) 493-9300

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:  From time
to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.  [ ]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.  [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.  [ ] ____________

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.  [ ] ____________

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.  [ ]

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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES
IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED APRIL 9, 2002

PROSPECTUS

$750,000,000

AMKOR TECHNOLOGY, INC.

BY THIS PROSPECTUS, WE MAY OFFER --

DEBT SECURITIES
COMMON STOCK
PREFERRED STOCK
DEPOSITARY SHARES
WARRANTS
SUBSCRIPTION RIGHTS

SEE "RISK FACTORS" ON PAGE 5 FOR INFORMATION YOU SHOULD CONSIDER BEFORE
BUYING THE SECURITIES.

Our common stock is listed on the Nasdaq National Market under the symbol
"AMKR." On April 5, 2002, the reported last sale price of our common stock on
the Nasdaq National Market was $22.00 per share.

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We will provide specific terms of these securities in supplements to this
prospectus. You should read this prospectus and any supplements carefully before
you invest.

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This prospectus may not be used to offer and sell securities unless
accompanied by a prospectus supplement.

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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

This prospectus is dated           , 2002

SUMMARY

This prospectus is part of a registration statement on Form S-3 that we
filed with the Securities and Exchange Commission utilizing a "shelf"
registration process. Under this shelf process, we may, from time to time, sell
any combination of securities described in this prospectus in one or more
offerings, up to a total dollar amount of $750,000,000. This prospectus provides
you with a general description of the securities we may offer. Each time we sell
securities, we will provide a prospectus supplement that will contain specific
information about the terms of that offering, including the specific amounts,
prices and terms of the securities offered. The prospectus supplement may also
add, update or change information contained in this prospectus. You should read
both this prospectus and any prospectus supplement together with additional
information described below under the heading "Where You Can Find More
Information."

AMKOR TECHNOLOGY, INC.

Amkor is the world's largest subcontractor of semiconductor packaging and
test services. The company has built a leading position through:

- one of the industry's broadest offerings of packaging and test services,

- expertise in the development and implementation of packaging and test
technology,

- long-standing relationships with customers, including many of the world's
leading semiconductor companies, and

- expertise in high-volume manufacturing.

We also market the output of fabricated semiconductor wafers provided by a
wafer fabrication foundry owned and operated by Anam Semiconductor, Inc. (ASI).
The semiconductors that we package and test for our customers ultimately become
components in electric systems used in communications, computing, consumer,
industrial, automotive and military applications. Our customers include, among
others, Agere Systems, Inc., Atmel Corporation, Intel Corporation, LSI Logic
Corporation, Motorola, Inc., Philips Electronics N.V., ST Microelectronics PTE,
Sony Semiconductor Corporation, Texas Instruments, Inc. and Toshiba Corporation.
The outsourced semiconductor packaging and test market is very competitive. We
also compete from time to time with many of our vertically integrated customers,
who may decide to outsource or not outsource certain of their packaging and test
requirements.

Packaging and test are an integral part of the semiconductor manufacturing
process. Semiconductor manufacturing begins with silicon wafers and involves the
fabrication of electronic circuitry into complex patterns, thus creating
individual chips on the wafers. The packaging process creates an electrical
interconnect between the semiconductor chip and the system board. In packaging,
the fabricated semiconductor chips are separated from the wafer, attached to a
substrate and encased in a protective environment to provide optimal electrical
and thermal performance. Increasingly, packages are custom designed for specific
chips and specific end-market applications.

Our principal executive offices are located at 1345 Enterprise Drive, West
Chester, Pennsylvania 19380. Our telephone number is (610) 431-9600.

THE SECURITIES WE MAY OFFER

We may offer up to $750,000,000 of debt securities, common stock, preferred
stock, depositary shares and warrants. The prospectus supplement will describe
the specific amounts, prices and terms of these securities.

We may sell the securities to or through underwriters, dealers or agents or
directly to purchasers. Our agents and we reserve the sole right to accept and
to reject in whole or in part any proposed purchase of securities. The
prospectus supplement, which we will provide to you each time we offer
securities, will set forth the names of any underwriters, dealers or agents
involved in the sale of the securities and any applicable fee, commission or
discount arrangements with them.

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DEBT SECURITIES

GENERAL

We may offer unsecured general obligations in the form of either senior,
senior subordinated or subordinated debt. The senior debt securities, the senior
subordinated debt securities and the subordinated debt securities are together
referred to in this prospectus as the "debt securities." The senior debt
securities will have the same rank as all of our other unsecured, unsubordinated
debt. The senior subordinated debt securities will be junior to our specified
senior debt obligations. The subordinated debt securities will be junior to our
senior debt and our senior subordinated debt. Senior debt generally includes all
indebtedness for money borrowed by us, except indebtedness that is stated to be
not senior to, or to have the same rank as, or is expressly junior to the
subordinated debt securities. We may issue debt securities that are convertible
into, or exchangeable for, shares of common stock or other securities or
property.

The senior, senior subordinated and subordinated debt will be issued under
separate indentures between us and State Street Bank and Trust Company, as
trustee. We have summarized the general features of the debt securities from the
indentures in this prospectus. We encourage you to read the indentures which are
included or incorporated by reference as exhibits to our Registration Statement
No. (333-81334). Instructions on how you can get copies of these documents are
provided below under the heading "Where You Can Find More Information."

INDENTURE PROVISIONS THAT APPLY TO SENIOR, SENIOR SUBORDINATED AND SUBORDINATED
DEBT

- The Indentures do not limit the amount of debt that we may issue or
provide holders any protection should there be a highly leveraged
transaction involving our company.

- The indentures generally allow us to merge, consolidate with another U.S.
company, limited, partnership, trust or other business entity or to
convey, transfer or lease our properties and assets substantially as an
entirety to another U.S. company, partnership, trust or other business
entity, so long as the successor assumes our obligations under the
indentures and immediately after giving effect to the transaction we are
not in default under the indentures. If these events occur, the other
company will be required to assume our responsibilities on the debt, and
we will generally be released from all liabilities and obligations.

- The indentures provide that holders of a majority of the total principal
amount of the debt outstanding in any series may vote to change our
obligations or your rights concerning the debt. But to change the payment
of principal, interest, or adversely effect the right to convert or
certain other matters, every holder in that series must consent.

- We may discharge the indentures and defease restrictive covenants by
depositing sufficient funds with the trustee to pay the obligations when
due, provided certain conditions are met. All amounts due to you on the
debt would be paid by the trustee from the deposited funds.

EVENTS OF DEFAULT

The following are the events of default under the indentures:

(1) failure to pay principal of or any premium on any debt security of
that series when due,

(2) failure to pay any interest on any debt security of that series
for 30 days when due,

(3) failure to deposit any sinking fund payment when due,

(4) failure to perform any other covenant in the indenture that
continues for 60 days after being given the notice required in the
indenture,

(5) our bankruptcy, insolvency or reorganization, and

(6) any other event of default specified in the indenture.

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REMEDY

Upon an event of default, other than a bankruptcy, insolvency or
reorganization, the trustee or holders of 25% of the principal amount
outstanding in a series may declare all outstanding principal amounts
immediately due and payable. However, the holders of a majority in principal
amount of the affected securities may, under certain circumstances, rescind this
action.

INDENTURE PROVISIONS THAT APPLY ONLY TO SENIOR SUBORDINATED DEBT SECURITIES AND
SUBORDINATED DEBT SECURITIES

The subordinated debt securities will be subordinated to all senior debt
and senior subordinated debt. The senior subordinated debt securities will be
subordinated to specified senior debt obligations.

COMMON STOCK

We may issue shares of common stock. Holders of common stock are entitled
to receive dividends declared by our board of directors or an authorized
committee of our board of directors. We have never paid cash dividends on our
common stock. We expect to retain future earnings for use in the operation and
expansion of our business. We do not anticipate paying cash dividends on our
common stock in the future. Each holder of common stock is entitled to one vote
per share. The holders of common stock have no preemptive rights.

PREFERRED STOCK AND DEPOSITARY SHARES

We may issue our preferred stock, par value $0.001 per share, in one or
more series. Our board of directors, or an authorized committee of our board of
directors, will determine the dividend, voting, conversion and other rights of
the series being offered and the terms and conditions relating to its offering
and sale at the time of the offer and sale. We may also issue fractional shares
of preferred stock that will be represented by depositary shares and depositary
receipts.

WARRANTS

We may issue warrants for the purchase of debt securities, preferred stock
or common stock. We may issue warrants independently or together with other
securities.

SUBSCRIPTION RIGHTS

We may issue subscription rights to purchase common stock, preferred stock,
depositary shares or warrants to purchase preferred stock or common stock. We
may issue subscription rights independently or together with other securities.

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WHERE YOU CAN FIND MORE INFORMATION

We file reports, proxy statements and other information with the Securities
and Exchange Commission, in accordance with the Securities Exchange Act of 1934,
as amended. You may read and copy our reports, proxy statements and other
information filed by us at the public reference facilities of the Securities and
Exchange Commission at the Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further
information about the public reference rooms. Our reports, proxy statements and
other information filed with the Commission are available to the public over the
Internet at the Commission's World Wide Web site at http://www.sec.gov.

The Commission allows us to "incorporate by reference" into this prospectus
the information we filed with it. This means that we can disclose important
information by referring you to those documents. The information incorporated by
reference is considered to be a part of this prospectus, and information that we
file later with the Commission will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings made by us with the Commission under Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act until our offering is complete.

1. Our Annual Report on Form 10-K for the fiscal year ended December 31,
2001, filed with the SEC on April 1, 2002, and

2. Our Current Report on Form 8-K filed with the SEC on April 1, 2002.

You may request a copy of these filings, at no cost, by writing,
telephoning or emailing us at the following address:

Investor Relations
Amkor Technology, Inc.
1900 South Price Road
Chandler, AZ 85248
Tel: (480) 821-5000

You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. We are not making an
offer of these securities in any state where the offer is not permitted. You
should not assume the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front of those
documents.

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RISK FACTORS

You should carefully consider the risks described below and the other
information contained or incorporated by reference in this prospectus before
investing in our securities. The risks and uncertainties described below are not
the only ones facing our company. Additional risks and uncertainties that are
presently unknown to us or that we currently deem immaterial may also impair our
business operations. We cannot assure you that any of the events discussed in
the risk factors below will not occur. If they do, our business, financial
condition or results of operations could be materially adversely affected. In
such case, the trading price of our securities could decline, and you might lose
all or part of your investment. You should also carefully consider the risks
described in "Risk Factors that May Affect Future Operating Performance" in the
section entitled "Management's Discussion and Analysis of Financial Condition
and Result of Operation" in our Annual Report on Form 10-K for the fiscal year
ended December 31, 2001 and other documents incorporated by reference in this
prospectus.

This prospectus contains forward-looking statements made as of the date of
this prospectus regarding our expected performance that involve risks and
uncertainties. Our actual results could differ materially from those anticipated
in these forward-looking statements as a result of certain factors, including
the risks faced by us described below and elsewhere in this prospectus.

DEPENDENCE ON THE HIGHLY CYCLICAL SEMICONDUCTOR AND ELECTRONIC PRODUCTS
INDUSTRIES -- WE OPERATE IN VOLATILE INDUSTRIES, AND INDUSTRY DOWNTURNS HARM OUR
PERFORMANCE.

Our business is tied to market conditions in the semiconductor industry,
which is highly cyclical. Because our business is, and will continue to be,
dependent on the requirements of semiconductor companies for subcontracted
packaging, test and wafer fabrication services, any downturn in the
semiconductor industry or any other industry that uses a significant number of
semiconductor devices, such as the personal computer and telecommunication
devices industries, could have a material adverse effect on our business.

CONDITIONS IN THE SEMICONDUCTOR INDUSTRY WEAKENED SIGNIFICANTLY IN 2001 AND MAY
NOT RECOVER AS EXPECTED -- WE HAVE BEEN, AND MAY CONTINUE TO BE, AFFECTED BY
THESE TRENDS.

The semiconductor industry weakened significantly in 2001 and conditions
are expected to improve in 2002. The significant uncertainty throughout the
industry related to market demand is hindering the visibility throughout the
supply chain and that lack of visibility makes it difficult to forecast the
recovery of the semiconductor industry. There can be no assurance that overall
industry conditions will recover in 2002, or if industry conditions do not
recover what impact that would have on our business.

FLUCTUATIONS IN OPERATING RESULTS -- OUR OPERATING RESULTS MAY VARY
SIGNIFICANTLY AS A RESULT OF FACTORS THAT WE CANNOT CONTROL.

Our operating results have varied significantly from period to period. Many
factors could materially and adversely affect our revenues, gross profit and
operating income, or lead to significant variability of quarterly or annual
operating results. These factors include, among others:

- the cyclical nature of both the semiconductor industry and the markets
addressed by end-users of semiconductors,

- the short-term nature of our customers' commitments, timing and volume of
orders relative to our production capacity,

- changes in our capacity utilization,

- evolutions in the life cycles of our customers' products,

- rescheduling and cancellation of large orders,

- erosion of packaging selling prices,

- fluctuations in wafer fabrication service charges paid to ASI,

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- changes in costs, availability and delivery times of raw materials and
components and changes in costs and availability of labor,

- fluctuations in manufacturing yields,

- changes in product mix,

- timing of expenditures in anticipation of future orders,

- availability and cost of financing for expansion,

- ability to develop and implement new technologies on a timely basis,

- competitive factors,

- changes in effective tax rates,

- loss of key personnel or the shortage of available skilled workers,

- international political, economic or terrorist events,

- currency and interest rate fluctuations,

- environmental events, and

- intellectual property transactions and disputes.

DECLINING AVERAGE SELLING PRICES -- THE SEMICONDUCTOR INDUSTRY PLACES DOWNWARD
PRESSURE ON THE PRICES OF OUR PRODUCTS.

Historically, prices for our packaging and test services and wafer
fabrication services have declined over time. We expect that average selling
prices for our packaging and test services will continue to decline in the
future. If we cannot reduce the cost of our packaging and test services and
wafer fabrication services to offset a decline in average selling prices, our
future operating results could suffer.

HIGH LEVERAGE AND RESTRICTIVE COVENANTS -- OUR SUBSTANTIAL INDEBTEDNESS COULD
MATERIALLY RESTRICT OUR OPERATIONS AND ADVERSELY AFFECT OUR FINANCIAL CONDITION.

We now have, and for the foreseeable future will have, a significant amount
of indebtedness. In addition, despite current debt levels, the terms of the
indentures governing our indebtedness do not prohibit us or our subsidiaries
from incurring substantially more debt. If new debt is added to our consolidated
debt level, the related risks that we now face could intensify.

Covenants in the agreements governing our existing debt, and debt we may
incur in the future, may materially restrict our operations, including our
ability to incur debt, pay dividends, make certain investments and payments, and
encumber or dispose of assets. In addition, financial covenants contained in
agreements relating to our existing and future debt could lead to a default in
the event our results of operations do not meet our plans. A default under one
debt instrument may also trigger cross-defaults under our other debt
instruments. An event of default under any debt instrument, if not cured or
waived, could have a material adverse effect on us. Our substantial indebtedness
could:

- increase our vulnerability to general adverse economic and industry
conditions;

- limit our ability to fund future working capital, capital expenditures,
research and development and other general corporate requirements;

- require us to dedicate a substantial portion of our cash flow from
operations to service interest and principal payments on our debt;

- limit our flexibility to react to changes in our business and the
industry in which we operate;

- place us at a competitive disadvantage to any of our competitors that
have less debt; and

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- limit, along with the financial and other restrictive covenants in our
indebtedness, among other things, our ability to borrow additional funds.

RELATIONSHIP WITH ASI -- OUR BUSINESS PERFORMANCE CAN BE ADVERSELY AFFECTED BY
ASI'S FINANCIAL PERFORMANCE OR A DISRUPTION IN THE WAFER FABRICATION SERVICES
ASI PROVIDES TO US.

As of December 31, 2001 we owned approximately 42% of ASI's outstanding
voting stock. Accordingly, we report ASI's financial results in our financial
statements through the equity method of accounting. If ASI's results of
operations are adversely affected for any reason (including as a result of
losses at its consolidated subsidiaries and equity investees), our results of
operations will suffer as well. Financial or other problems affecting ASI could
also lead to a complete loss of our investment in ASI. Our wafer fabrication
business may suffer if ASI reduces its operations or if our relationship with
ASI is disrupted.

Our wafer fabrication business depends on ASI providing wafer fabrication
services on a timely basis. If ASI were to significantly reduce or curtail its
operations for any reason, or if our relationship with ASI were to be disrupted
for any reason, our wafer fabrication business would be harmed. We may not be
able to identify and qualify alternate suppliers of wafer fabrication services
quickly, if at all. In addition, we currently have no other qualified third
party suppliers of wafer fabrication services and do not have any plans to
qualify additional third party suppliers.

The weakness in the semiconductor industry in 2001 adversely affected the
demand for the wafer output from ASI's foundry, our wafer fabrication services
results and ASI's operating results. Demand for our wafer fabrication services
and the wafer output from ASI's foundry have improved significantly in 2002.
However, there can be no assurance that industry conditions will continue to
improve as expected. If industry conditions do not recover as expected, our and
ASI's operating results could be adversely affected.

ABSENCE OF BACKLOG -- WE MAY NOT BE ABLE TO ADJUST COSTS QUICKLY IF OUR
CUSTOMERS' DEMAND FALLS SUDDENLY.

Our packaging and test business does not typically operate with any
material backlog. We expect that in the future our packaging and test net
revenues in any quarter will continue to be substantially dependent upon our
customers' demand in that quarter. None of our customers has committed to
purchase any significant amount of packaging or test services or to provide us
with binding forecasts of demand for packaging and test services for any future
period. In addition, our customers could reduce, cancel or delay their purchases
of packaging and test services. Because a large portion of our costs is fixed
and our expense levels are based in part on our expectations of future revenues,
we may be unable to adjust costs in a timely manner to compensate for any
revenue shortfall.

RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS -- WE DEPEND ON OUR FACTORIES IN
THE PHILIPPINES, KOREA, JAPAN, TAIWAN AND CHINA. MANY OF OUR CUSTOMERS' AND
VENDORS' OPERATIONS ARE ALSO LOCATED OUTSIDE OF THE U.S.

We provide packaging and test services through our factories located in the
Philippines, Korea, Japan, Taiwan and China. We also source wafer fabrication
services from ASI's wafer fabrication facility in Korea. Moreover, many of our
customers' and vendors' operations are located outside the U.S. The following
are some of the risks inherent in doing business internationally:

- regulatory limitations imposed by foreign governments;

- fluctuations in currency exchange rates;

- political and terrorist risks;

- disruptions or delays in shipments caused by customs brokers or
government agencies;

- unexpected changes in regulatory requirements, tariffs, customs, duties
and other trade barriers;

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- difficulties in staffing and managing foreign operations; and

- potentially adverse tax consequences resulting from changes in tax laws.

DIFFICULTIES INTEGRATING ACQUISITIONS -- WE FACE CHALLENGES AS WE INTEGRATE NEW
AND DIVERSE OPERATIONS AND TRY TO ATTRACT QUALIFIED EMPLOYEES TO SUPPORT OUR
EXPANSION PLANS.

We have experienced, and may continue to experience, growth in the scope
and complexity of our operations and in the number of our employees. This growth
has strained our managerial, financial, manufacturing and other resources.
Future acquisitions may result in inefficiencies as we integrate new operations
and manage geographically diverse operations.

In order to manage our growth, we must continue to implement additional
operating and financial systems and controls. If we fail to successfully
implement such systems and controls in a timely and cost-effective manner as we
grow, our business and financial performance could be materially adversely
affected.

Our success depends to a significant extent upon the continued service of
our key senior management and technical personnel, any of whom would be
difficult to replace. In addition, in connection with our expansion plans, we
will be required to increase the number of qualified engineers and other
employees at our existing factories, as well as factories we may acquire.
Competition for qualified employees is intense, and our business could be
adversely affected by the loss of the services of any of our existing key
personnel. We cannot assure you that we will continue to be successful in hiring
and properly training sufficient numbers of qualified personnel and in
effectively managing our growth. Our inability to attract, retain, motivate and
train qualified new personnel could have a material adverse effect on our
business.

RISKS ASSOCIATED WITH OUR WAFER FABRICATION BUSINESS -- OUR WAFER FABRICATION
BUSINESS IS SUBSTANTIALLY DEPENDENT ON TEXAS INSTRUMENTS.

Our wafer fabrication business depends significantly upon Texas
Instruments. The amended Manufacturing and Purchasing Agreement requires Texas
Instruments to purchase from us at least 40% of ASI's wafer fabrication
facility's capacity in the quarter ending March 31, 2002, 30% of such capacity
in the quarter ending June 30, 2002, and 20% of such capacity in each subsequent
quarter, and, under certain circumstances, Texas Instruments has the right to
purchase from us up to 70% of this capacity. From time to time, Texas
Instruments has failed to meet its minimum purchase obligations, and we cannot
assure you that Texas Instruments will meet its purchase obligations in the
future. As a result of the weakness in the semiconductor industry, Texas
Instruments and our other customers' demand for the output of ASI's wafer
foundry decreased significantly in 2001. Texas Instruments did not meet the
minimum purchase commitment throughout the twelve months ended December 31,
2001. Texas Instruments has made certain concessions to us to partially mitigate
the shortfall in demand. If Texas Instruments fails to meet its purchase
obligations, our company and ASI's businesses could be harmed.

Texas Instruments has transferred certain of its complementary metal oxide
silicon ("CMOS") process technology to ASI, and ASI is dependent upon Texas
Instruments' assistance for developing other state-of-the-art wafer
manufacturing processes. In addition, ASI's technology agreements with Texas
Instruments only cover 0.35 micron, 0.25 micron, and 0.18 micron CMOS process
technology. Texas Instruments has provided ASI a license to use wafer
fabrication-related TI trade secrets for non-Texas Instruments products. Texas
Instruments has not granted ASI a license to Texas Instruments patents,
copyrights, or maskworks. Moreover, Texas Instruments has no obligation to
transfer any next-generation technology to ASI. Our company and ASI's businesses
could be harmed if ASI cannot obtain new technology on commercially reasonable
terms or ASI's relationship with Texas Instruments is disrupted for any reason.

In order for the Manufacturing and Purchasing Agreement and the technology
assistance agreements to continue until December 31, 2007, Amkor, ASI and Texas
Instruments would have to enter into a new technology assistance agreement by
December 31, 2002. However, the advanced wafer fabrication technology that would
be licensed under this agreement would require ASI either to (i) invest in
excess of $400 million to refurbish its existing manufacturing facility,
requiring the shutdown of part or all of its existing facility during

8

the period of refurbishment, or (ii) obtain access to a new or existing
manufacturing facility owned by a third party that could support the advanced
technology. A third option for ASI would be to build and equip a new
manufacturing facility, but this option would require substantially greater
capital investment by ASI than the other options. We cannot be certain that
Amkor and ASI will be able to negotiate successfully a new technical assistance
agreement with Texas Instruments. Moreover, we believe that it will be extremely
difficult for ASI to finance, acquire and equip the necessary manufacturing
facility to deploy the advanced wafer fabrication technology that would be
transferred by Texas Instruments. In the event the Manufacturing and Purchasing
Agreement and the technology assistance agreements with Texas Instruments were
to be terminated, we cannot be certain what the nature of Amkor's and ASI's
business relationship, if any, would be with Texas Instruments. If Texas
Instruments were to significantly reduce or terminate its purchase of ASI's
wafer fabrication services, our wafer fabrication business would be seriously
harmed.

Under the existing technical assistance agreements between Texas
Instruments and ASI, ASI has a license to use wafer fabrication-related trade
secrets of Texas Instruments for non-Texas Instruments' products. In the event
that the Manufacturing and Purchase Agreement is terminated, this license will
also terminate. At such time, it would be necessary for ASI to negotiate a new
license agreement with Texas Instruments relating to its trade secrets, or ASI
would not be able to continue its wafer fabrication operations as currently
practiced. This would have the result of shutting down the wafer fabrications
business of ASI and Amkor unless and until alternative technology arrangements
could be made and implemented at ASI's wafer manufacturing facility.

DEPENDENCE ON MATERIALS AND EQUIPMENT SUPPLIERS -- OUR BUSINESS MAY SUFFER IF
THE COST OR SUPPLY OF MATERIALS OR EQUIPMENT CHANGES ADVERSELY.

We obtain from various vendors the materials and equipment required for the
packaging and test services performed by our factories. We source most of our
materials, including critical materials such as leadframes and laminate
substrates, from a limited group of suppliers. Furthermore, we purchase all of
our materials on a purchase order basis and have no long-term contracts with any
of our suppliers. Our business may be harmed if we cannot obtain materials and
other supplies from our vendors: (1) in a timely manner, (2) in sufficient
quantities, (3) in acceptable quality and (4) at competitive prices.

RAPID TECHNOLOGICAL CHANGE -- OUR BUSINESS WILL SUFFER IF WE CANNOT KEEP UP WITH
TECHNOLOGICAL ADVANCES IN OUR INDUSTRY.

The complexity and breadth of both semiconductor packaging and test
services and wafer fabrication are rapidly changing. As a result, we expect that
we will need to offer more advanced package designs and new wafer fabrication
technology in order to respond to competitive industry conditions and customer
requirements. Our success depends upon the ability of our company and ASI to
develop and implement new manufacturing processes and package design
technologies. The need to develop and maintain advanced packaging and wafer
fabrication capabilities and equipment could require significant research and
development and capital expenditures in future years. In addition, converting to
new package designs or process methodologies could result in delays in producing
new package types or advanced wafer designs that could adversely affect our
ability to meet customer orders.

Technological advances also typically lead to rapid and significant price
erosion and may make our existing products less competitive or our existing
inventories obsolete. If we cannot achieve advances in package design and wafer
fabrication technology or obtain access to advanced package designs and wafer
fabrication technology developed by others, our business could suffer.

COMPETITION -- WE COMPETE AGAINST ESTABLISHED COMPETITORS IN BOTH THE PACKAGING
AND TEST BUSINESS AND THE WAFER FABRICATION BUSINESS.

The subcontracted semiconductor packaging and test market is very
competitive. This sector is comprised of 12 principal companies. We face
substantial competition from established packaging and test service providers
primarily located in Asia, including companies with significant manufacturing
capacity, financial

9

resources, research and development operations, marketing and other
capabilities. These companies also have established relationships with many
large semiconductor companies that are current or potential customers of our
company. On a larger scale, we also compete with the internal semiconductor
packaging and test capabilities of many of our customers.

The subcontracted wafer fabrication business is also highly competitive.
Our wafer fabrication services compete primarily with other subcontractors of
semiconductor wafers, including those of Chartered Semiconductor Manufacturing,
Inc., Taiwan Semiconductor Manufacturing Company, Ltd. and United
Microelectronics Corporation. Each of these companies has significant
manufacturing capacity, financial resources, research and development
operations, marketing and other capabilities and has been operating for some
time. Many of these companies have also established relationships with many
large semiconductor companies that are current or potential customers of our
company. If we cannot compete successfully in the future against existing or
potential competitors, our operating results would suffer.

ENVIRONMENTAL REGULATIONS -- FUTURE ENVIRONMENTAL REGULATIONS COULD PLACE
ADDITIONAL BURDENS ON OUR MANUFACTURING OPERATIONS.

The semiconductor packaging process uses chemicals and gases and generates
byproducts that are subject to extensive governmental regulations. For example,
at our foreign manufacturing facilities, we produce liquid waste when silicon
wafers are diced into chips with the aid of diamond saws, then cooled with
running water. Federal, state and local regulations in the United States, as
well as environmental regulations internationally, impose various controls on
the storage, handling, discharge and disposal of chemicals used in our
manufacturing processes and on the factories we occupy.

Increasingly, public attention has focused on the environmental impact of
semiconductor manufacturing operations and the risk to neighbors of chemical
releases from such operations. In the future, applicable land use and
environmental regulations may: (1) impose upon us the need for additional
capital equipment or other process requirements, (2) restrict our ability to
expand our operations, (3) subject us to liability or (4) cause us to curtail
our operations.

PROTECTION OF INTELLECTUAL PROPERTY -- WE MAY BECOME INVOLVED IN INTELLECTUAL
PROPERTY LITIGATION.

As of February 28, 2002, we held 121 U.S. patents, we had 257 pending
patents and we were preparing an additional 20 patent applications for filing.
In addition to the U.S. patents, we held 440 patents in foreign jurisdictions.
We expect to continue to file patent applications when appropriate to protect
our proprietary technologies, but we cannot assure you that we will receive
patents from pending or future applications. In addition, any patents we obtain
may be challenged, invalidated or circumvented and may not provide meaningful
protection or other commercial advantage to us.

We may need to enforce our patents or other intellectual property rights or
to defend our company against claimed infringement of the rights of others
through litigation, which could result in substantial cost and diversion of our
resources. If we fail to obtain necessary licenses or if we face litigation
relating to patent infringement or other intellectual property matters, our
business could suffer.

Although we are not currently a party to any material litigation, the
semiconductor industry is characterized by frequent claims regarding patent and
other intellectual property rights. If any third party makes a valid claim
against us, we could be required to:

- discontinue the use of certain processes;

- cease the manufacture, use, import and sale of infringing products;

- pay substantial damages;

- develop non-infringing technologies; or

- acquire licenses to the technology we had allegedly infringed.

10

CONTINUED CONTROL BY EXISTING STOCKHOLDERS -- MR. JAMES KIM AND MEMBERS OF HIS
FAMILY CAN DETERMINE THE OUTCOME OF ALL MATTERS REQUIRING STOCKHOLDER APPROVAL.

As of February 28, 2002, Mr. James Kim and members of his family
beneficially owned approximately 44.7% of our outstanding common stock. Mr.
James Kim's family, acting together, will substantially control all matters
submitted for approval by our stockholders. These matters could include:

- the election of all of the members of our Board of Directors;

- proxy contests;

- approvals of transactions between our company and ASI or other entities
in which Mr. James Kim and members of his family have an interest,
including transactions which may involve a conflict of interest;

- mergers involving our company;

- tender offers; and

- open market purchase programs or other purchases of our common stock.

STOCK PRICE VOLATILITY

The trading price of our common stock has been and is likely to continue to
be highly volatile and could be subject to wide fluctuations in response to
factors such as:

- actual or anticipated quarter-to-quarter variations in operating results;

- announcements of technological innovations or new products and services
by Amkor or our competitors;

- general conditions in the semiconductor industry;

- changes in earnings estimates or recommendations by analysts;

- developments affecting ASI; and

- or other events or factors, many of which are out of our control.

In addition, the stock market in general, and the Nasdaq National Market
and the markets for technology companies in particular, have experienced extreme
price and volume fluctuations. This volatility has affected the market prices of
securities of companies like ours for that have often been unrelated or
disproportionate to the operating performance. These broad market fluctuations
may adversely affect the market price of our common stock.

RATIO OF EARNINGS TO FIXED CHARGES

The ratio of earnings to fixed charges for each of the periods indicated is
as follows:

FISCAL YEAR ENDED DECEMBER 31,
--------------------------------
1997   1998   1999   2000   2001
----   ----   ----   ----   ----

Ratio of earnings to fixed charges..........................   2.5x   4.4x   2.6x   2.4x    -x(1)

---------------

(1) The ratio of earnings to fixed charges was less than 1:1 for the nine months
ended December 31, 2001. In order to achieve a ratio of earnings to fixed
charges of 1:1, we would have had to generate an additional $430.0 million
of earnings in the year ended December 31, 2001.

We have calculated the ratio of earnings to fixed charges by dividing (1)
the sum of (x) income before income taxes, equity in income (loss) of investees
and minority interest plus (y) fixed charges by (2) fixed charges. Fixed charges
consist of interest expense plus one-third of rental expense. We believe that
one-third of rental expense is representative of the interest factor of rental
payments under our operating leases.

11

USE OF PROCEEDS

Unless otherwise indicated in the prospectus supplement, the net proceeds
from the sale of securities offered by this prospectus will be used to repay
debt, for acquisitions and for general corporate purposes. Pending such uses, we
will invest the net proceeds in investment grade, interest-bearing securities.

DESCRIPTION OF THE DEBT SECURITIES

The debt securities will either be our senior debt securities, our senior
subordinated debt securities or our subordinated debt securities. The debt
securities will be issued under one or more separate indentures between us and
State Street Bank and Trust Company, N.A., as trustee. Senior debt securities
will be issued under a senior indenture, senior subordinated debt securities
will be issued under a senior subordinated indenture and subordinated debt
securities will be issued under a subordinated indenture. Together, the senior
indenture, the senior subordinated indenture and the subordinated indenture are
called indentures. The prospectus, together with its prospectus supplement, will
describe the terms of a particular series of debt securities.

The following is a summary of the most important provisions and definitions
of the indentures. The summary of selected provisions of the indentures and the
debt securities appearing below and in the prospectus supplement are not
complete and we encourage you to read all the provisions of the applicable
indenture and certificates evidencing the applicable debt securities. The
prospectus supplement, and any supplemental indenture, may add, delete, update
or change the terms of the debt securities as described in this prospectus. For
additional information, you should look at the applicable indenture and
certificate evidencing the applicable debt securities that have been or will be
filed or incorporated by reference as exhibits to the registration statement,
which includes this prospectus. In this description of the debt securities, the
words "Amkor," "we," "us" or "our" refer only to Amkor Technology, Inc. and not
to any of our subsidiaries, unless we otherwise expressly state or the context
otherwise requires.

GENERAL

Debt securities may be issued in separate series without limitation as to
aggregate principal amount. We may specify a maximum aggregate principal amount
for the debt securities of any series. We are not limited as to the amount of
debt securities we may issue under the indentures.

The prospectus supplement will set forth, among other matters:

- whether the debt securities are senior, senior subordinated or
subordinated,

- the offering price,

- the title,

- any limit on the aggregate principal amount,

- the person who shall be entitled to receive interest, if other than the
record holder on the record date,

- the date the principal will be payable,

- the interest rate, if any, the date interest will accrue, the interest
payment dates and the regular record dates,

- the place where payments shall be made,

- any mandatory or optional redemption provisions,

- if applicable, the method for determining how principal, premium, if any,
or interest will be calculated by reference to an index or formula,

- if other than U.S. currency, the currency or currency units in which
principal, premium, if any, or interest will be payable and whether we or
the holder may elect payment to be made in a different currency,

12

- the portion of the principal amount that will be payable upon
acceleration of stated maturity, if other than the entire principal
amount,

- if the principal amount payable at stated maturity will not be
determinable as of any date prior to stated maturity, the amount which
will be deemed to be the principal amount,

- any defeasance provisions, if different from those described below under
"Satisfaction and Discharge; Defeasance,"

- any conversion or exchange provisions, if different from those described
below under "Conversion,"

- whether the debt securities will be issuable in the form of a global
security,

- any subordination provisions, if different from those described below
under "Subordination,"

- any deletions of, or changes or additions to, the events of default or
covenants, and

- any other specific terms of such debt securities.

Unless otherwise specified in the prospectus supplement:

- the debt securities will be registered debt securities, and

- registered debt securities denominated in U.S. dollars will be issued in
denominations of $1,000 or an integral multiple of $1,000.

Debt securities may be sold at a substantial discount below their stated
principal amount, bearing no interest or interest at a rate which at time of
issuance is below market rates.

EXCHANGE AND TRANSFER

Debt securities may be transferred or exchanged at the office of the
security registrar or at the office of any transfer agent designated by us. We
will not impose a service charge for any transfer or exchange, but we may
require holders to pay any tax or other governmental charges associated with any
transfer or exchange.

In the event of any potential redemption in part of debt securities of any
series, we will not be required to:

- issue, register the transfer of, or exchange any debt security of that
series during a period beginning at the opening of business 15 days
before the day of mailing of a notice of redemption and ending at the
close of business on the day of the mailing, or

- register the transfer of or exchange any debt security of that series
selected for redemption, in whole or in part, except the unredeemed
portion being redeemed in part.

We have initially appointed the trustee as the security registrar. Any
transfer agent, in addition to the security registrar, initially designated by
us will be named in the prospectus supplement. We may designate additional
transfer agents or change transfer agents or change the office of the transfer
agent. However, we will be required to maintain a transfer agent in each place
of payment for the debt securities of each series.

GLOBAL SECURITIES

The debt securities of any series may be represented, in whole or in part,
by one or more global securities. Each global security will:

- be registered in the name of a depositary that we will identify in a
prospectus supplement,

- be deposited with the depositary or nominee or custodian, and

- bear any required legends.

13

No global security may be exchanged in whole or in part for debt securities
registered in the name of any person other than the depositary or any nominee
unless:

- the depositary has notified us that it is unwilling or unable to continue
as depositary or has ceased to be qualified to act as depositary,

- an event of default shall have occurred and be continuing, or

- any other circumstances described in a prospectus supplement.

As long as the depositary, or its nominee, is the registered owner of a
global security, the depositary or nominee will be considered the sole owner and
holder of the debt securities represented by the global security for all
purposes under the indentures. Except in the above limited circumstances, owners
of beneficial interests in a global security will not be:

- entitled to have the debt securities registered in their names,

- entitled to physical delivery of certificated debt securities, and

- considered to be holders of those debt securities under the indenture.

Payments on a global security will be made to the depositary or its nominee
as the holder of the global security. Some jurisdictions have laws that require
that certain purchasers of securities take physical delivery of such securities
in definitive form. These laws may impair the ability to transfer beneficial
interests in a global security.

Institutions that have accounts with the depositary or its nominee are
referred to as "participants." Ownership of beneficial interests in a global
security will be limited to participants and to persons that may hold beneficial
interests through participants. The depositary will credit, on its book-entry
registration and transfer system, the respective principal amounts of debt
securities represented by the global security to the accounts of its
participants.

Ownership of beneficial interests in a global security will be shown on and
effected through records maintained by the depositary, with respect to
participants' interests, or any participant, with respect to interests of
persons held by participants on their behalf.

Payments, transfers and exchanges relating to beneficial interests in a
global security will be subject to policies and procedures of the depositary.
The depositary's policies and procedures may change from time to time. Neither
we nor the trustee will have any responsibility or liability for the
depositary's or any participant's records with respect to beneficial interests
in a global security.

PAYMENT AND PAYING AGENTS

The provisions of this paragraph will apply to the debt securities unless
otherwise indicated in the prospectus supplement. Payment of interest on a debt
security on any interest payment date will be made to the person in whose name
the debt security is registered at the close of business on the regular record
date. Payment on debt securities of a particular series will be payable at the
office of a paying agent or paying agents designated by us. However, at our
option, we may pay interest by mailing a check to the record holder. Except as
otherwise disclosed in a prospectus supplement, the corporate trust office of
the trustee will be designated as our sole paying agent.

We may also name any other paying agents in the prospectus supplement. We
may designate additional paying agents, change paying agents or change the
office of any paying agent. However, we will be required to maintain a paying
agent in each place of payment for the debt securities of a particular series.

14

All moneys paid by us to a paying agent for payment on any debt security
which remain unclaimed for a period ending the earlier of:

- 10 business days prior to the date the money would be turned over to the
state, or

- at the end of two years after such payment was due

will be repaid to us. Thereafter, the holder may look only to us for such
payment.

CONSOLIDATION, MERGER AND SALE OF ASSETS

We may not consolidate with or merge into any other person, in a
transaction in which we are not the surviving corporation, or convey, transfer
or lease our properties and assets substantially as an entirety to, any person,
unless:

- the successor, if any, is a U.S. corporation, limited liability company,
partnership, trust or other business entity,

- the successor assumes our obligations on the debt securities and under
the indentures,

- immediately after giving effect to the transaction, no default or event
of default shall have occurred and be continuing, and

- certain other conditions are met.

CONVERSION

We may issue debt securities that are convertible into, or exchangeable
for, shares of common stock, shares of preferred stock, depositary shares or
other securities or property. If we issue debt securities that are convertible
into shares of our common stock, the following provisions included in the
indentures will apply.

If debt securities not called for redemption are converted after a record
date for the payment of interest and prior to the next succeeding interest
payment date, such debt securities must be accompanied by funds equal to the
interest payable on such succeeding interest payment date on the principal
amount so converted unless there exists at the time of conversion a default in
the payment of interest on the debt securities. We are not required to issue
fractional shares of common stock upon conversion of the debt securities and, in
lieu thereof, will pay a cash adjustment based upon the market price of our
common stock on the last trading day prior to the date of conversion.

A holder delivering a debt security for conversion will not be required to
pay any taxes or duties payable in respect of the issue or delivery of common
stock on conversion, but will be required to pay any tax or duty which may be
payable in respect of any transfer involved in the issue or delivery of the
common stock in a name other than the holder of the debt security.

The price at which you will be able to convert your debt securities into
common stock will be subject to adjustment (under formulae set forth in the
indentures) in certain events, including:

(1) our issuance of common stock as a dividend or distribution on
common stock,

(2) certain subdivisions and combinations of our common stock,

(3) our issuance to all or substantially all holders of our common
stock of certain rights or warrants to purchase common stock at a price per
share less than the current market price,

(4) the dividend or other distribution to all holders of our common
stock of shares of our capital stock (other than common stock) or evidences
of our indebtedness or assets (including securities, but excluding those
rights, warrants, dividends and distributions referred to above or paid
exclusively in cash),

(5) dividends or other distributions consisting exclusively of cash
(excluding any cash portion of distributions referred to in clause (6)) to
all holders of common stock to the extent such distributions,

15

combined together with (A) all such all-cash distributions made within the
preceding 12 months in respect of which no adjustment has been made plus
(B) any cash and the fair market value of other consideration payable in
respect of any tender offers by us or any of our subsidiaries for common
stock referred to in clause (6) below concluded within the preceding 12
months in respect of which no adjustment has been made, exceeds 15% of our
market capitalization on the record date for such distribution, and

(6) the purchase of common stock pursuant to a tender offer made by us
or any of our subsidiaries to the extent that the aggregate consideration,
together with (A) any cash and the fair market value of any other
consideration payable in any other tender offer expiring within 12 months
preceding such tender offer in respect of which no adjustment has been made
plus (B) the aggregate amount of any such all-cash distributions referred
to in clause (5) above to all holders of common stock within the 12 months
preceding the expiration of such tender offer in respect of which no
adjustments have been made, exceeds 15% of our market capitalization on the
expiration date of such tender offer.

In lieu of adjusting the conversion price pursuant to clauses (4) or (5)
above, we may reserve shares, evidences of indebtedness, assets or cash for
distribution to holders upon their conversion of debt securities.

We many, from time to time and to the extent permitted by law, reduce the
conversion price of the debt securities by any amount for any period of at least
20 days, in which case we shall give at least 15 days' notice of such decrease,
if our board of directors has made a determination that such decrease would be
in our best interests, which determination shall be conclusive. We may, at our
option, make such reductions in the conversion price, in addition to those set
forth above, as our board of directors deems advisable to avoid or diminish any
income tax to holders of common stock resulting from any dividend or
distribution of stock (or rights to acquire stock) or from any event treated as
such for income tax purposes.

EVENTS OF DEFAULT

Each indenture defines an event of default with respect to any series of
debt securities as one or more of the following events:

(1) failure to pay principal of or any premium on any debt security of
that series when due,

(2) failure to pay any interest on any debt security of that series
for 30 days when due,

(3) failure to deposit any sinking fund payment when due,

(4) failure to perform any other covenant in the indenture that
continues for 60 days after being given the notice required in the
indenture,

(5) our bankruptcy, insolvency or reorganization, and

(6) any other event of default specified in the indenture.

An event of default of one series of debt securities is not necessarily an
event of default for any other series of debt securities.

If an event of default, other than an event of default described in clause
(5) above, shall occur and be continuing, either the trustee or the holders of
at least 25% in aggregate principal amount of the outstanding securities of that
series may declare the principal amount of the debt securities of that series to
be due and payable immediately. If an event of default described in clause (5)
above shall occur, the principal amount of all the debt securities of that
series will automatically become immediately due and payable. Any payment by us
on the senior subordinated debt securities and the subordinated debt securities
following any acceleration will be subject to the subordination provisions
described below under "Subordination -- Senior Subordinated Debt Securities" and
"-- Subordinated Debt Securities."

After acceleration the holders of a majority in aggregate principal amount
of the outstanding securities of that series may, under certain circumstances,
rescind and annul such acceleration if all events of default, other

16

than the non-payment of accelerated principal, interest or premium, or other
specified amount, have been cured or waived.

Other than the duty to act with the required care during an event of
default, the trustee will not be obligated to exercise any of its rights or
powers at the request of the holders unless the holders offer to the trustee
reasonable indemnity. Generally, the holders of a majority in aggregate
principal amount of the outstanding debt securities of any series will have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the trustee or exercising any trust or power conferred on
the trustee.

A holder will not have any right to institute any proceeding under the
indentures, or for the appointment of a receiver or a trustee, or for any other
remedy under the indentures, unless:

(1) the holder has previously given to the trustee written notice of a
continuing event of default with respect to the debt securities of that
series,

(2) the holders of at least 25% in aggregate principal amount of the
outstanding debt securities of that series have made a written request and
have offered reasonable indemnity to the trustee to institute the
proceeding, and

(3) the trustee has failed to institute the proceeding within 60 days
after the request, and

(4) the trustee has not received direction inconsistent with the
original request from the holders of a majority in aggregate principal
amount of the outstanding debt securities of that series within 60 days
after the original request.

Holders may, however, sue to enforce the payment of principal, premium or
interest on or after the due date without following the procedures listed in (1)
through (4) above.

We will furnish the trustee an annual statement by our officers as to
whether or not we are in default in the performance of the indenture and, if so,
specifying all known defaults.

MODIFICATION AND WAIVER

We and the trustee may make modifications and amendments to the indentures,
or enter into one or more supplemental indentures, with the consent of the
holders of a majority in aggregate principal amount of the outstanding
securities of each series affected by the modification or amendment. We may also
make modifications and amendments to the indentures, or enter into one or more
supplemental indentures, without their consent, for certain purposes including,
but not limited to:

- providing for a successor of our company to assume the covenants under
the indenture,

- adding covenants or events of default for the benefit of the holders,

- making certain changes to facilitate the issuance of the securities,

- curing any ambiguity or correcting or supplementing any defects or
inconsistencies, provided that such modification or amendment shall not
materially adversely affect the holders,

- securing the securities,

- providing for a successor trustee, and

- permitting or facilitating the defeasance and discharge of the
securities.

However, neither we nor the trustee may make any modification or amendment
without the consent of the holder of each outstanding security of that series
affected by the modification or amendment if such modification or amendment
would:

- change the stated maturity of any debt security,

- reduce the principal, premium, if any, or interest on any debt security,

17

- reduce the principal of an original issue discount security or any other
debt security payable on acceleration of maturity,

- change the place of payment or the currency in which any debt security is
payable,

- impair the right to sue for any payment after the stated maturity or
redemption date,

- if senior subordinated debt securities or subordinated debt securities,
modify the subordination provisions in a materially adverse manner to the
holders of such senior subordinated debt securities,

- adversely affect the right to convert any debt security, or

- change the provisions in the indenture that relate to modifying or
amending the indenture.

SATISFACTION AND DISCHARGE; DEFEASANCE

We may be discharged from our obligations, subject to limited exceptions,
on the debt securities of any series that have matured or will mature or are
redeemed within one year if we deposit with the trustee enough cash to pay all
the principal, interest and any premium due to the stated maturity date or
redemption date of the debt securities. If we are discharged from our
obligations on any series of senior subordinated debt securities or subordinated
debt securities as described in this paragraph, the subordination provisions of
the related indenture will no longer be applicable with respect to that series
of debt securities.

Each indenture contains a provision that permits us to elect:

- to be discharged from all of our obligations, subject to limited
exceptions, with respect to any series of debt securities then
outstanding; and/or

- to be released from our obligations with respect to any series of debt
securities then outstanding under the following covenants and from the
consequences of an event of default resulting from a breach of these
covenants:

- covenants as to payment of taxes and maintenance of properties,

- any covenants provided in a prospectus supplement for the benefits
of the holders of such debt securities, and

- any covenants provided in a prospectus supplement that establish
the form or terms of such debt securities.

To make either of the above elections with respect to a series of debt
securities, we must deposit in trust with the trustee enough money to pay in
full the principal, interest and premium on the debt securities of that series.
This amount may be made in cash and/or U.S. government obligations. As a
condition to either of the above elections, we must deliver to the trustee an
opinion of counsel that the holders of the debt securities will not recognize
income, gain or loss for Federal income tax purposes as a result of the action.
If we satisfy the conditions applicable to either of the above elections with
respect to any series of senior subordinated debt securities or subordinated
debt securities, the subordination provisions applicable to the debt securities
of that series will no long be applicable.

If we effect covenant defeasance with respect to any series of debt
securities and those debt securities are declared due an payable because of the
occurrence of an event of default (other than an event of default resulting from
a breach of the covenants from which we have been released as a result of that
covenant defeasance), the amount of moneys and/or U.S. government obligations
deposited to effect that release may not be sufficient to pay amounts due on the
debt securities of that series at the time of any acceleration resulting from
that event of default. However, we would remain liable to make payment of those
amounts at the time of acceleration.

18

NOTICES

Notices to holders will be given by mail to the addresses of the holders in
the security register.

GOVERNING LAW

The indentures and the debt securities will be governed by, and construed
under, the law of the State of New York, without regard to conflicts of laws
principles.

REGARDING THE TRUSTEE

The indentures limit the right of the trustee, if it becomes our creditor,
to obtain payment of claims or secure its claims.

The trustee is permitted to engage in certain other transactions. If the
trustee acquires any conflicting interest, however, the trustee must eliminate
the conflict or resign.

NO PROTECTION IN THE EVENT OF A CHANGE OF CONTROL

Unless otherwise indicated in a prospectus supplement with respect to a
particular series of debt securities, the debt securities will not contain any
provisions which may afford holders of the debt securities protection in the
event we have a change in control or in the event of a highly leveraged
transaction (whether or not such transaction results in a change in control).

COVENANTS

Unless otherwise indicated in a prospectus supplement, the debt securities
will not contain any restrictive covenants, including covenants restricting
either us or any of our subsidiaries from incurring, issuing, assuming or
guarantying any indebtedness secured by a lien on any of our or our
subsidiaries' property or capital stock, or restricting either us or any of our
subsidiaries from entering into sale and leaseback transactions.

SUBORDINATION

SENIOR DEBT SECURITIES

The senior debt securities will be unsecured and will rank equally in right
of payment with all of our other unsecured and non-subordinated senior debt.

SENIOR SUBORDINATED DEBT SECURITIES

The senior subordinated debt securities are subordinated in right of
payment, to the extent provided in the senior subordinated indenture, to the
prior payment in full in cash or other payment satisfactory to holders of senior
debt of all senior debt, including our 9 1/4% Senior Notes Due March 2006, our
9 1/4% Senior Notes Due February 2008 and any other senior debt securities
specified in the prospectus supplement. The senior subordinated debt securities
will rank equally in right of payment with our 10 1/2% Senior Subordinated Notes
due May 2009. The senior subordinated debt securities will rank senior in right
of payment to our 5 3/4% Convertible Subordinated Notes Due June 2006, our 5%
Convertible Subordinated Notes Due March 2007 and any other subordinated
indebtedness. In the event of any dissolution, winding up, liquidation or
reorganization of us, the holders of the specified senior debt shall be entitled
to receive payment in full before holders of senior subordinated debt securities
shall be entitled to receive any payment or distribution on any senior
subordinated debt securities.

In the event of insolvency, upon any distribution of our assets, holders of
senior subordinated debt securities are required to pay over their share of such
distribution to the trustee in bankruptcy, receiver or other person distributing
the assets of the Company to pay all senior debt remaining to the extent
necessary to pay all holders of senior indebtedness in full.

19

If the maturity of the senior subordinated debt securities is accelerated
following an event of default under the senior subordinated debt securities, we
will not make any payment on the senior subordinated debt securities until the
senior debt is paid in full. We or the trustee for the senior subordinated debt
securities will notify the holders of senior debt of any acceleration of the
maturity of the senior subordinated debt securities.

The subordination provisions will prevent us from making any payments on
the senior subordinated securities if:

- we fail to pay any payment on any senior debt beyond the applicable grace
period; or

- any other default occurs and is continuing under any designated senior
debt that permits holders of the designated senior debt to accelerate the
maturity of any designated senior debt and any holders of designated
senior debt send the trustee and us a notice of such default, which is
referred to as a "payment blockage notice."

We may resume making payments on the senior subordinated debt securities
once the default on the senior debt is cured or waived or otherwise ceases to
exist. We may also resume making payment on the senior subordinated debt
securities following a non-payment default, regardless of whether it has been
waived or cured, 179 days after the date on which the applicable payment
blockage notice is received. No new payment blockage period may start pursuant
to a payment blockage notice unless 365 days have elapsed since our receipt of
the prior payment blockage notice.

No non-payment default that existed on any senior debt on the date of
delivery of any payment blockage notice to the trustee shall be the basis for a
subsequent payment blockage notice.

In the event that any holder of senior subordinated debt securities, or the
trustee acting on their behalf, receives a payment or distribution of assets in
contravention of any terms of the senior subordinated indenture, then the
payment or distribution is to be held by the recipient in trust for the benefit
of holders of senior debt.

DEFINITIONS RELATING TO SENIOR SUBORDINATED DEBT SECURITIES

"indebtedness" means:

- our indebtedness for borrowed money,

- our obligations evidenced by a note, debenture, bond or other written
instrument,

- our obligations as lessee under leases required, in conformity with
generally accepted accounting principles, to be accounted for as
capitalized lease obligations on the balance sheet,

- our obligations under any lease or related document, including a purchase
agreement, in connection with the lease of real property which provides
that we are contractually obligated to purchase or cause a third party to
purchase the leased property and as a result guarantee a minimum residual
value of the leased property to the lessor and our obligations under such
lease or related document to purchase or to cause a third party to
purchase such leased property,

- our obligations in connection with letters of credit, bank guarantees or
bankers' acceptances, including reimbursement obligations,

- debt of others secured by a lien, mortgage or security interest on our
property,

- our obligations in connection with the deferred purchase price of any
property or assets,

- our obligations under any interest rate or currency swap agreements, cap,
floor and collar agreements, spot and forward contracts and similar
agreements and arrangements,

- our obligations under direct or indirect guaranties in respect of, and
obligations to purchase or otherwise acquire, or otherwise to assure a
creditor against loss in respect of, obligations of others of the kinds
referred to above, and

20

- our obligations under any deferrals, renewals, extensions, refinancings
or refundings of any of the above obligations

"designated senior debt" means (i) any senior debt outstanding under our
credit agreement, our 9 1/4% Senior Notes due March 2006 and our 9 1/4% Senior
Notes due February 2008, and (ii) any senior debt if the instrument evidencing
the senior debt or other agreements to which we are a party, expressly provides
that the senior debt is to be "designated senior debt" for purposes of the
senior subordinated indenture and any supplemental indenture relating to the
senior subordinated securities.

"senior debt" means the principal of, premium, if any, and interest on,
including bankruptcy interest and fees, and rent payable on all our
indebtedness, whether outstanding on the date of the indenture or thereafter
created, incurred, assumed, guaranteed or in effect guaranteed by us, including
all renewals or extensions. The term "senior debt" does not, however, include:

- indebtedness evidenced by the senior subordinated debt securities,

- indebtedness evidenced by the subordinated debt securities,

- liabilities for taxes,

- indebtedness between or among us and any of our subsidiaries, except if
it is pledged as security for any senior debt,

- our accounts payable to trade creditors arising in the ordinary course of
business,

- our 10 1/2% Senior Subordinated Notes due May 2009,

- our 5 3/4% Convertible Subordinated Notes due June 2006,

- our 5% Convertible Notes due March 2007, and

- any indebtedness if the instrument evidencing the indebtedness indicates
that it is to be equal to or junior to the subordinated securities.

However, senior debt shall not include any indebtedness or obligation that
provides that such indebtedness or obligation is not superior in right of
payment to the senior subordinated debt securities.

The senior subordinated debt securities are effectively subordinated to all
existing and future liabilities of our subsidiaries. Any right we have to
participate in any distribution of the assets of any of our subsidiaries upon
their liquidation, reorganization or insolvency, and the consequent right of
holders of subordinated debt securities to participate in those assets, will be
subject to the claims of the creditors of such subsidiary. In addition, any
claim we may have as a creditor would still be subordinate to any security
interest in the assets of such subsidiary and any indebtedness of such
subsidiary senior to that held by us.

SUBORDINATED DEBT SECURITIES

The subordinated debt securities are subordinated in right of payment, to
the extent provided in the subordinated indenture, to the prior payment in full
in cash or other payment satisfactory to holders of senior debt of all senior
debt, including our 9 1/4% Senior Notes Due March 2006, our 9 1/4% Senior Notes
Due February 2008, our 10 1/2% Senior Subordinated Notes Due May 2009 and any
other senior debt securities or senior subordinated debt securities. The
subordinated debt securities will rank equally in right of payment with our
5 3/4% Convertible Subordinated Notes Due June 2006, our 5% Convertible
Subordinated Notes Due March 2007 and any other subordinated indebtedness issued
by us from time to time. In the event of any dissolution, winding up,
liquidation or reorganization of us, the holders of senior debt shall be
entitled to receive payment in full before holders of subordinated debt
securities shall be entitled to receive any payment or distribution on any
subordinated debt securities.

In the event of insolvency, upon any distribution of our assets, holders of
subordinated debt securities are required to pay over their share of such
distribution to the trustee in bankruptcy, receiver or other person

21

distributing the assets of the Company to pay all senior debt remaining to the
extent necessary to pay all holders of senior indebtedness in full.

If the maturity of the subordinated debt securities is accelerated
following an event of default under the subordinated debt securities, we will
not make any payment on the subordinated debt securities until the senior debt
is paid in full. We or the trustee for the subordinated securities will notify
the holders of senior debt of any acceleration of the maturity of the
subordinated debt securities.

The subordination provisions will prevent us from making any payments on
the subordinated securities if:

- we fail to pay any payment on any senior debt beyond the applicable grace
period; or

- any other default occurs and is continuing under any designated senior
debt that permits holders of the designated senior debt to accelerate the
maturity of any designated senior debt and any holders of designated
senior debt send the trustee and us a notice of such default, which is
referred to as a "payment blockage notice."

We may resume making payments on the subordinated debt securities once the
default on the senior debt is cured or waived or otherwise ceases to exist. We
may also resume making payment on the subordinated debt securities following a
non-payment default, regardless of whether it has been waived or cured, 179 days
after the date on which the applicable payment blockage notice is received. No
new payment blockage period may start pursuant to a payment blockage notice
unless 365 days have elapsed since our receipt of the prior payment blockage
notice.

No non-payment default that existed on any senior debt on the date of
delivery of any payment blockage notice shall be the basis for a subsequent
payment blockage notice.

In the event that any holder of subordinated debt securities, or the
trustee acting on their behalf, receives a payment or distribution of assets in
contravention of any terms of the subordinated indenture, then the payment or
distribution is to be held by the recipient in trust for the benefit of holders
of senior debt.

DEFINITIONS RELATING TO SUBORDINATED DEBT SECURITIES

"indebtedness" means:

- our indebtedness for borrowed money,

- our obligations evidenced by a note, debenture, bond or other written
instrument,

- our obligations as lessee under leases required, in conformity with
generally accepted accounting principles, to be accounted for as
capitalized lease obligations on the balance sheet,

- our obligations under any lease or related document, including a purchase
agreement, in connection with the lease of real property which provides
that we are contractually obligated to purchase or cause a third party to
purchase the leased property and as a result guarantee a minimum residual
value of the leased property to the lessor and our obligations under such
lease or related document to purchase or to cause a third party to
purchase such leased property,

- our obligations in connection with letters of credit, bank guarantees or
bankers' acceptances, including reimbursement obligations,

- debt of others secured by a lien, mortgage or security interest on our
property,

- our obligations in connection with the deferred purchase price of any
property or assets,

- our obligations under any interest rate or currency swap agreements, cap,
floor and collar agreements, spot and forward contracts and similar
agreements and arrangements,

- our obligations under direct or indirect guaranties in respect of, and
obligations to purchase or otherwise acquire, or otherwise to assure a
creditor against loss in respect of, obligations of others of the kinds
referred to above, and

22

- our obligations under any deferrals, renewals, extensions, refinancings
or refundings of any of the above obligations

"designated senior debt" means (i) any senior debt outstanding under our
credit agreement, our 9 1/4% Senior Notes due March 2006, our 9 1/4% Senior
Notes due February 2008 and our 10 1/2% Senior Subordinated Notes due May 2009,
and (ii) any senior debt if the instrument evidencing the senior debt or other
agreements to which we are a party, expressly provides that the senior debt is
to be "designated senior debt" for purposes of the subordinated indenture and
any supplemental indenture relating to the subordinated securities.

"senior debt" means the principal of, premium, if any, and interest on,
including bankruptcy interest and fees, and rent payable on all our
indebtedness, whether outstanding on the date of the indenture or thereafter
created, incurred, assumed, guaranteed or in effect guaranteed by us, including
all renewals or extensions. The term "senior debt" does not, however, include:

- indebtedness evidenced by the subordinated debt securities,

- liabilities for taxes,

- indebtedness between or among us and any of our subsidiaries, except if
it is pledged as security for any senior debt,

- our accounts payable to trade creditors arising in the ordinary course of
business,

- our 5 3/4% Convertible Subordinated Notes due June 2006,

- our 5% Convertible Subordinated Notes due March 2007, and

- any indebtedness if the instrument evidencing the indebtedness indicates
that it is to be equal to or junior to the subordinated securities.

However, senior debt shall not include any indebtedness or obligation that
provides that such indebtedness or obligation is not superior in right of
payment to the subordinated debt securities.

The subordinated debt securities are effectively subordinated to all
existing and future liabilities of our subsidiaries. Any right we have to
participate in any distribution of the assets of any of our subsidiaries upon
their liquidation, reorganization or insolvency, and the consequent right of
holders of subordinated debt securities to participate in those assets, will be
subject to the claims of the creditors of such subsidiary. In addition, any
claim we may have as a creditor would still be subordinate to any security
interest in the assets of such subsidiary and any indebtedness of such
subsidiary senior to that held by us.

DESCRIPTION OF CAPITAL STOCK

GENERAL

We are authorized to issue up to 500,000,000 shares of common stock, $.001
par value, and 10,000,000 shares of preferred stock, $.001 par value. As of
January 1, 2002, there were an aggregate of 161,782,287 shares of common stock
outstanding. In addition, as of January 1, 2002, an aggregate of 12,356,366
shares of common stock were issuable upon exercise of outstanding options, and
an additional 5,415,000 shares of common stock were reserved for issuance
pursuant to future option grants, under the Company's 1998 Stock Plan, 1998
Stock Option Plan for French Employees, and 1998 Director Option Plan. An
aggregate of 1,500,000 shares of common stock were reserved for issuance
pursuant to sales under the Company's 1998 Employee Stock Purchase Plan and
401(k) Plan. 3,900,000 shares of common stock were reserved for issuance upon
conversion of outstanding warrants and 11,655,414 shares of common stock were
reserved for issuance upon conversion of our convertible notes.

The following description of our capital stock does not purport to be
complete and we encourage you to read our Certificate of Incorporation and
Bylaws, which have been publicly filed with the SEC, and the provisions of
applicable Delaware law.

23

DESCRIPTION OF COMMON STOCK

Holders of common stock are entitled to one vote per share on all matters
to be voted upon by the stockholders. Holders of common stock do not have
cumulative voting rights, and, therefore, holders of a majority of the shares
voting for the election of directors can elect all of the directors. In such
event, the holders of the remaining shares will not be able to elect any
directors. See "Risk Factors -- Continued Control by Existing Stockholders."
Holders of the common stock are entitled to receive such dividends as may be
declared from time to time by the Board of Directors out of funds legally
available therefore, subject to the terms of any existing or future agreements
with our debtholders. We have never declared or paid cash dividends on our
capital stock. We expect to retain future earnings, if any, for use in the
operation and expansion of our business, and do not anticipate paying any cash
dividends in the foreseeable future. In the event of our liquidation,
dissolution or winding up, the holders of common stock are entitled to share
ratably in all assets legally available for distribution after payment of all
debts and other liabilities and subject to the prior rights of any holders of
preferred stock then outstanding.

DESCRIPTION OF PREFERRED STOCK

Our Board of Directors is authorized to issue up to 10,000,000 shares of
preferred stock in one or more series and to fix the price, rights, preferences,
privileges and restrictions thereof, including dividend rights, dividend rates,
conversion rights, voting rights, terms of redemption, redemption prices,
liquidation preferences and the number of shares constituting a series or the
designation of such series, without any further vote or action by our
stockholders. No shares of preferred stock are currently designated or issued.

DESCRIPTION OF THE DEPOSITARY SHARES

At our option, we may elect to offer fractional shares of preferred stock,
rather than full shares of preferred stock. If we do, we will issue to the
public receipts for depositary shares and each of these depositary shares will
represent a fraction (to be set forth in the prospectus supplement) of a share
of a particular series of preferred stock. Each owner of a depositary share will
be entitled, in proportion to the applicable fractional interest in shares of
preferred stock underlying that depositary share, to all rights and preferences
of the preferred stock underlying that depositary share. Those rights include,
to the extent applicable, dividend, voting, redemption and liquidation rights.

The shares of preferred stock underlying the depositary shares will be
deposited with a bank or trust company selected by us to act as depositary,
under a deposit agreement between us, the depositary and the holders of the
depositary receipts. The depositary will be the transfer agent, registrar and
dividend disbursing agent for the depositary shares.

Depositary receipts issued pursuant to the depositary agreement will
evidence the depositary shares. Holders of depositary receipts agree to be bound
by the deposit agreement, which requires holders to take certain actions such as
filing proof of residence and paying certain charges.

The summary of terms of the depositary shares contained in this prospectus
is not complete. For the complete terms of the depositary shares, you should
refer to the prospectus supplement for that series of depositary shares and the
forms of the deposit agreement, our certificate of incorporation and the
certificate of amendment for the applicable series of preferred stock that are,
or will be, filed with the Securities and Exchange Commission with respect to
that series. The provisions set forth below with respect to depositary shares
may be modified in the applicable prospectus supplement with respect to such
series of depositary shares.

DIVIDENDS

The depositary will distribute all cash dividends or other cash
distributions received in respect of the series of preferred stock underlying
the depositary shares to the record holders of depositary receipts in proportion
to the number of depositary shares owned by those holders on the relevant record
date, which will be the same date as the record date for the preferred stock.
24

In the event of a distribution other than in cash, the depositary will
distribute property received by it to the record holders of depositary receipts
that are entitled to receive the distribution, unless the depositary determines
that it is not feasible to make the distribution. If this occurs, the
depositary, with our approval, may adopt another method for the distribution,
including selling the property and distributing the net proceeds to the holders,
as set forth in the prospectus supplement.

LIQUIDATION PREFERENCE

Unless otherwise set forth in the prospectus supplement, in the event of
our voluntary or involuntary liquidation, dissolution or winding up, the holders
of each depositary share will be entitled to receive the fraction of the
liquidation preference, if any, accorded each share of the applicable series of
preferred stock, as set forth in the applicable prospectus supplement.

REDEMPTION

If a series of preferred stock underlying the depositary shares is subject
to redemption, the depositary shares will be redeemed from the proceeds received
by the depositary resulting from the redemption, in whole or in part, of
preferred stock held by the depositary. Whenever we redeem any preferred stock
held by the depositary, the depositary will redeem, as of the same redemption
date, the number of depositary shares representing the preferred stock so
redeemed. The depositary will mail the notice of redemption to the record
holders of the depositary receipts promptly upon receiving the notice from us
and, unless otherwise provided in the applicable prospectus supplement, no fewer
than 35 or more than 60 days prior to the date fixed for redemption of the
preferred stock and the depositary shares.

VOTING

Upon receipt of notice of any meeting at which the holders of preferred
stock are entitled to vote, the depositary will mail the information contained
in the notice of meeting to the record holders of the depositary receipts
underlying the preferred stock. Each record holder of those depositary receipts
on the record date will be entitled to instruct the depositary as to the
exercise of the voting rights pertaining to the amount of preferred stock
underlying that holder's depositary shares. The record date for the depositary
will be the same date as the record date for the preferred stock. The depositary
will try, as far as practicable, to vote the preferred stock underlying the
depositary shares in accordance with such instructions, and we will agree to
take all action which may be deemed necessary by the depositary in order to
enable the depositary to do so. The depositary will not vote the preferred stock
to the extent that it does not receive specific instructions from the holders of
depositary receipts.

WITHDRAWAL OF PREFERRED STOCK

Owners of depositary shares are entitled, upon surrender of depositary
receipts at the principal office of the depositary and payment of any unpaid
amount due to the depositary, to receive the number of whole shares of preferred
stock underlying the depositary shares. Partial shares of preferred stock will
not be issued. Holders of preferred stock will not be entitled to deposit the
shares under the deposit agreement or to receive depositary receipts evidencing
depositary shares for the preferred stock.

AMENDMENT AND TERMINATION OF DEPOSIT AGREEMENT

The form of depositary receipt evidencing the depositary shares and any
provision of the deposit agreement may be amended at any time and from time to
time by agreement between us and the depositary. However, any amendment which
materially and adversely alters the rights of the holders of depositary shares,
other than fee changes, will not be effective unless the amendment has been
approved by at least a majority of the depositary shares then outstanding. The
deposit agreement may be terminated by the depositary or us only if:

- all outstanding depositary shares have been redeemed, or

- there has been a final distribution in respect of the preferred stock in
connection with our dissolution and such distribution has been made to
all the holders of depositary shares.
25

CHARGES OF DEPOSITARY

We will pay all transfer and other taxes and governmental charges arising
solely from the existence of the depositary arrangements. We will also pay
charges of the depositary in connection with the initial deposit of the
preferred stock and the initial issuance of the depositary shares, any
redemption of the preferred stock and all withdrawals of preferred stock by
owners of depositary shares. Holders of depositary receipts will pay transfer,
income and other taxes and governmental charges and other specified charges as
provided in the deposit agreement to be for their accounts. The depositary may
refuse to transfer depositary shares, withhold dividends and distributions and
sell the depositary shares evidenced by the depositary receipt if the charges
are not paid.

MISCELLANEOUS

The depositary will forward to the holders of depositary receipts all
reports and communications we deliver to the depositary that we are required to
furnish to the holders of the preferred stock. In addition, the depositary will
make available for inspection by holders of depositary receipts at the principal
office of the depositary, and at such other places as it may from time to time
deem advisable, any reports and communications we deliver to the depositary as
the holder of preferred stock.

Neither the depositary nor we will be liable if either of us is prevented
or delayed by law or any circumstance beyond our control in performing our
respective obligations under the deposit agreement. Our obligations and those of
the depositary will be limited to performance in good faith of our respective
duties under the deposit agreement. Neither the depositary nor we will be
obligated to prosecute or defend any legal proceeding in respect of any
depositary shares or preferred stock unless satisfactory indemnity is furnished.
We and the depositary may rely on written advice of counsel or accountants, on
information provided by holders of depositary receipts or other persons believed
in good faith to be competent to give such information and on documents believed
to be genuine and to have been signed or presented by the proper party or
parties.

RESIGNATION AND REMOVAL OF DEPOSITARY

The depositary may resign at any time by delivering a notice to us of its
election to do so. We may remove the depositary at any time. Any such
resignation or removal will take effect upon the appointment of a successor
depositary and its acceptance of such appointment. The successor depositary must
be appointed within 60 days after delivery of the notice for resignation or
removal and must be a bank or trust company having its principal office in the
United States of America and having a combined capital and surplus of at least
$150,000,000.

FEDERAL INCOME TAX CONSEQUENCES

Owners of the depositary shares will be treated for United States federal
income tax purposes as if they were owners of the preferred stock underlying the
depositary shares. As a result, owners will be entitled to take into account for
United States federal income tax purposes income and deductions to which they
would be entitled if they were holders of such preferred stock. No gain or loss
will be recognized for United States federal income tax purposes upon the
withdrawal of preferred stock in exchange for depositary shares. The tax basis
of each share of preferred stock to an exchanging owner of depositary shares
will be, upon such exchange, the same as the aggregate tax basis of the
depositary shares exchanged. The holding period for preferred stock in the hands
of an exchanging owner of depositary shares will include the period during which
such person owned such depositary shares.

DESCRIPTION OF THE WARRANTS

GENERAL

We may issue warrants for the purchase of debt securities, preferred stock
or common stock. Warrants may be issued independently or together with debt
securities, preferred stock or common stock and may be attached to or separate
from any offered securities. Each series of warrants will be issued under a
separate

26

warrant agreement to be entered into between us and a bank or trust company, as
warrant agent. The warrant agent will act solely as our agent in connection with
the warrants and will not have any obligation or relationship of agency or trust
for or with any holders or beneficial owners of warrants.

This summary of certain provisions of the warrants is not complete. For the
complete terms of the warrant agreement, you should refer to the prospectus
supplement for that series of warrants and the warrant agreement for that
particular series.

DEBT WARRANTS

The prospectus supplement relating to a particular issue of warrants to
purchase debt securities will describe the terms of the debt warrants, including
the following:

- the title of the debt warrants,

- the offering price for the debt warrants, if any,

- the aggregate number of the debt warrants,

- the designation and terms of the debt securities purchasable upon
exercise of the debt warrants,

- if applicable, the designation and terms of the debt securities that the
debt warrants are issued with and the number of debt warrants issued with
each debt security,

- if applicable, the date from and after which the debt warrants and any
debt securities issued with them will be separately transferable,

- the principal amount of debt securities that may be purchased upon
exercise of a debt warrant and the price at which the debt securities may
be purchased upon exercise, which may be payable in cash, securities or
other property,

- the dates on which the right to exercise the debt warrants will commence
and expire,

- if applicable, the minimum or maximum amount of the debt warrants that
may be exercised at any one time,

- whether the debt warrants represented by the debt warrant certificates or
debt securities that may be issued upon exercise of the debt warrants
will be issued in registered or bearer form,

- information with respect to book-entry procedures, if any,

- the currency or currency units in which the offering price, if any, and
the exercise price are payable,

- if applicable, a discussion of material United States federal income tax
considerations,

- the antidilution provisions of the debt warrants, if any,

- the redemption or call provisions, if any, applicable to the debt
warrants, and

- any additional terms of the debt warrants, including terms, procedures,
and limitations relating to the exchange and exercise of the debt
warrants.

STOCK WARRANTS

The prospectus supplement relating to a particular issue of warrants to
issue our common stock or preferred stock will describe the terms of the
warrants, including the following:

- the title of the warrants,

- the offering price for the warrants, if any,

- the aggregate number of the warrants,

27

- the designation and terms of the common stock or preferred stock that may
be purchased upon exercise of the warrants,

- if applicable, the designation and terms of the securities with which the
warrants are issued and the number of warrants issued with each security,

- if applicable, the date from and after which the warrants and any
securities issued with the warrants will be separately transferable,

- the number of shares of common stock or preferred stock that may be
purchased upon exercise of a warrant and the price at which such shares
may be purchased upon exercise,

- the dates on which the right to exercise the warrants shall commence and
expire,

- if applicable, the minimum or maximum amount of the warrants that may be
exercised at any one time,

- the currency or currency units in which the offering price, if any, and
the exercise price are payable,

- if applicable, a discussion of material United States federal income tax
considerations,

- the antidilution provisions of the warrants, if any,

- the redemption or call provisions, if any, applicable to the warrants,
and

- any additional terms of the warrants, including terms, procedures, and
limitations relating to the exchange and exercise of the warrants.

DESCRIPTION OF THE SUBSCRIPTION RIGHTS

GENERAL

We may issue subscription rights to purchase common stock, preferred stock,
depositary shares or warrants to purchase preferred stock or common stock.
Subscription rights may be issued independently or together with any other
offered security and may or may not be transferable by the purchaser receiving
the subscription rights. In connection with any subscription rights offering to
our stockholders, we may enter into a standby underwriting arrangement with one
or more underwriters pursuant to which such underwriter will purchase any
offered securities remaining unsubscribed for after such subscription rights
offering. In connection with a subscription rights offering to our stockholders,
certificates evidencing the subscription rights and a prospectus supplement will
be distributed to our stockholders on the record date set by us for receiving
subscription rights in such subscription rights offering.

The applicable prospectus supplement will describe the following terms of
subscription rights in respect of which this prospectus is being delivered:

- the title of such subscription rights,

- the securities for which such subscription rights are exercisable,

- the exercise price for such subscription rights,

- the number of such subscription rights issued to each stockholder,

- the extent to which such subscription rights are transferable,

- if applicable, a discussion of the material United States federal income
tax considerations applicable to the issuance or exercise of such
subscription rights,

- the date on which the right to exercise such subscription rights shall
commence, and the date on which such right shall expire,

28

- the extent to which such subscription rights includes an
over-subscription privilege with respect to unsubscribed securities,

- the extent to which such subscription rights have a step-up privilege
with respect to fractional shares,

- if applicable, the material terms of any standby underwriting arrangement
entered into by us in connection with the subscription rights offering,
and

- any other terms of such subscription rights, including terms, procedures
and limitations relating to the exchange and exercise of such
subscription rights.

EXERCISE OF SUBSCRIPTION RIGHTS

Each subscription right will entitle the holder of subscription rights to
purchase for cash such principal amount of shares of preferred stock, depository
shares, common stock, warrants or any combination thereof, at such exercise
price as shall in each case be set forth in, or be determinable as set forth in,
the prospectus supplement relating to the subscription rights offered thereby.
Subscription rights may be exercised at any time up to the close of business on
the expiration date for such subscription rights set forth in the prospectus
supplement. After the close of business on the expiration date, all unexercised
subscription rights will become void.

Subscription rights may be exercised as set forth in the prospectus
supplement relating to the subscription rights offered thereby. Upon receipt of
payment and the subscription rights certificate properly completed and duly
executed at the corporate trust office of the subscription rights agent or any
other office indicated in the prospectus supplement, we will, as soon as
practicable, forward the shares of preferred stock or common stock, depository
shares or warrants purchasable upon such exercise. In the event that not all of
the subscription rights issued in any offering are exercised, we may determine
to offer any unsubscribed offered securities directly to persons other than
stockholders, to or through agents, underwriters or dealers or through a
combination of such methods, including pursuant to standby underwriting
arrangements, as set forth in the applicable prospectus supplement.

PLAN OF DISTRIBUTION

We may sell the securities separately or together:

- through one or more underwriters or dealers in a public offering and sale
by them,

- directly to investors, or

- through agents.

We may distribute the securities:

- from time to time in one or more transactions at a fixed price or prices,
which may be changed from time to time;

- at market prices prevailing at the times of sale,

- at prices related to such prevailing market prices, or

- at negotiated prices.

We will describe the method of distribution of the securities in the
prospectus supplement.

We may determine the price or other terms of the securities offered under
this prospectus by use of an electronic auction. We will describe how any
auction will determine the price or any other terms, how potential investors may
participate in the auction and the nature of the underwriters' obligations in
the related supplement to this prospectus.

Underwriters, dealers or agents may receive compensation in the form of
discounts, concessions or commissions from us or our purchasers, as their agents
in connection with the sale of securities. These
29

underwriters, dealers or agents may be considered to be underwriters under the
Securities Act of 1933, as amended. As a result, discounts, commissions, or
profits on resale received by the underwriters, dealers or agents may be treated
as underwriting discounts and commissions. The prospectus supplement will
identify any such underwriter, dealer or agent and describe any compensation
received by them from us, provided, however, that if we make an at the market
offering of equity securities under Rule 415(a)(4) of the Securities Act, we
will file a post-effective amendment to identify the underwriters of such
transaction. Any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may be changed from time to time.

Underwriters, dealers and agents may be entitled to indemnification by us
against certain civil liabilities, including liabilities under the Securities
Act, or to contribution with respect to payments made by the underwriters,
dealers or agents, under agreements between us and the underwriters, dealers and
agents.

We may grant underwriters who participate in the distribution of securities
an option to purchase additional securities to cover over-allotments, if any, in
connection with the distribution.

All securities will be new issues of securities with no established trading
market, except in the case of our common stock. Underwriters involved in the
public offering and sale of securities may make a market in the securities.
However, they are not obligated to make a market and may discontinue
market-making activity at any time. No assurance can be given as to the
liquidity of the trading market for any securities.

Underwriters or agents and their associates may be customers of, engage in
transactions with or perform services for us in the ordinary course of business.

LEGAL MATTERS

Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto,
California, will pass upon the validity of the issuance of the securities
offered by this prospectus for us.

EXPERTS

The audited consolidated financial statements of Amkor Technology, Inc. and
its subsidiaries for the year ended December 31, 1999, included in our Annual
Report on Form 10-K, for the year ended December 31, 2001 incorporated by
reference in this prospectus, have been audited by Arthur Andersen LLP,
independent public accountants. In their report, that firm states that with
respect to the investment in ASI and with respect to Amkor Technology Korea,
Inc. ("ATK"), one of our wholly-owned subsidiaries, its opinion is based on the
report of Samil Accounting Corporation.

On September 11, 2000, we dismissed Arthur Andersen LLP as our independent
public accountants. We engaged PricewaterhouseCoopers LLP as our new independent
public accountants as of September 18, 2000.

The consolidated financial statements of Amkor Technology, Inc. and its
subsidiaries as of and for the years ended December 31, 2001 and 2000, included
in our Annual Report on Form 10-K incorporated by reference in this prospectus,
except as they relate to Amkor Technology Philippines (P1/P2), Inc. and Amkor
Technology Philippines (P3/P4), Inc. (both wholly-owned subsidiaries of ours),
have been audited by PricewaterhouseCoopers LLP, independent accountants, and
insofar as they relate to Amkor Technology Philippines (P1/P2), Inc. and Amkor
Technology Philippines (P3/P4), Inc., by SyCip Gorres Velayo & Co., as stated in
their report which is included in our Annual Report on Form 10-K, incorporated
by reference in this prospectus.

30

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the expenses, other than any underwriting
discount and commissions, in connection with the issuance and distribution of
the securities being registered. All amounts indicated are estimates (other than
the registration fee):

Registration fee............................................   $ 69,000
Trustee's fees and expenses.................................     25,000
Accounting fees and expenses................................     75,000
Printing and engraving......................................     50,000
Transfer agent and registrar fees and expenses..............     25,000
Blue sky and legal investment fees and expenses.............     20,000
Legal fees and expenses of the registrant...................    150,000
Miscellaneous...............................................     20,000
Total.....................................................   $434,000
========

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law ("Delaware Law")
authorizes a court to award or a corporation's Board of Directors to grant
indemnification to directors and officers in terms that are sufficiently broad
to permit indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended. Our bylaws provide for the mandatory indemnification of our
directors and officers to the maximum extent permitted by Delaware law. Our
bylaws also provide (i) that we may modify the scope of indemnification by
individual contracts with our directors and officers, and (ii) that we shall not
be required to indemnify any director or officer unless the indemnification is
required by law, the proceeding in which indemnification is sought was
authorized in advance by our board of directors, the indemnification is provided
by us, in our sole discretion pursuant to powers vested in us under the General
Corporation Law of Delaware or the indemnification is required by individual
contract. In addition our bylaws give us the power to indemnify our employees
and agents to the maximum extent permitted by Delaware law.

We refer you to the form of underwriting agreement to be filed as an
exhibit to this Registration Statement as incorporated by reference as an
exhibit to a current Report on Form 8-K for certain provisions regarding
indemnification of our officers and directors by the underwriters.

ITEM 16.  EXHIBITS

The following exhibits are filed with this Registration Statement or
incorporated by reference herein:

EXHIBIT
NUMBER                           EXHIBIT TITLE
-------                          -------------

1.1      Form of Underwriting Agreement.*
3.1      Restated Certificate of Incorporation.(1)
3.2      Certificate of Correction to Certificate of
Incorporation.(2)
3.3      Restated Bylaws.(2)
4.1      Form of Senior Indenture.
4.2      Form of Senior Subordinated Indenture.
4.3      Form of Subordinated Indenture.

II-1

EXHIBIT
NUMBER                           EXHIBIT TITLE
-------                          -------------

4.4      Form of Senior Debt Security (included in Exhibit 4.1).
4.5      Form of Senior Subordinated Debt Security (included in
Exhibit 4.2).
4.6      Form of Subordinated Debt Security (included in Exhibit
4.3).
4.7      Form of Preferred Stock Certificate of Designation.*
4.8      Form of Preferred Stock Certificate.*
4.9      Form of Deposit Agreement.*
4.10     Form of Depositary Receipt (included in Exhibit 4.9).*
4.11     Form of Warrant Agreement.*
4.12     Form of Warrant Certificate (included in Exhibit 4.11).*
5.1      Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation.
12.1      Computation of Ratio of Earnings to Fixed Charges.(3)
23.1      Consent of PricewaterhouseCoopers LLP, independent
accountants.
23.2      Consent of SyCip Gorres Velayo & Co., independent public
accountants.
23.3      Consent of Samil Accounting Corporation, independent public
accountants.
23.4      Consent of Arthur Andersen LLP, independent public
accountants.
23.5      Consent of Siana Carr and O'Connor, LLP, independent public
accountants.
23.6      Consent of Ahn Kwon & Co., independent accountants.
23.7      Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (included in Exhibit 5.1).
24.1      Power of Attorney**
25.1      Form T-1 Statement of Eligibility of Trustee for Senior
Indenture under the Trust Indenture Act of 1939.
25.2      Form T-1 Statement of Eligibility of Trustee for Senior
Subordinated Indenture under the Trust Indenture Act of
1939.
25.3      Form T-1 Statement of Eligibility of Trustee for
Subordinated Indenture under the Trust Indenture Act of
1939.

---------------

*  To be filed as an exhibit to a report pursuant to Section 13(a) or 15(d) of
the Securities Act of 1934.

**  Previously filed on January 24, 2002.

(1)Incorporated by reference to the Registrant's Registration Statement on Form
S-1 filed October 6, 1997, as amended (File No. 333-37235).

(2)Incorporated by reference to the Registrant's Registration Statement on Form
S-1 filed August 28, 1998, as amended (File No. 333-49645).

(3) Incorporated by reference from Registrant's Annual Report on Form 10-K for
the year ended December 31, 2001.

ITEM 17.  UNDERTAKINGS

1. The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended, (the "Securities Act");

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration

II-2

statement. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;

provided, however, that the undertakings set forth in clauses (i) and
(ii) above shall not apply if the information required to be included in
a post-effective amendment by these clauses is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
that are incorporated by reference in this registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the
termination of the offering.

2. The undersigned registrant hereby undertakes, that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

3. In the case that the securities to be registered are offered to existing
security holders pursuant to warrants or rights and any securities not taken by
security holders are reoffered to the public, the undersigned registrant hereby
undertakes to supplement the prospectus, after the expiration of the
subscription period, to set forth the results of the subscription offer, the
transactions by the underwriters during the subscription period, the amount of
unsubscribed securities to be purchased by the underwriters, and the terms of
any subsequent reoffering thereof. If any public offering by the underwriters is
to be made on terms differing from those set forth on the cover page of the
prospectus, a post-effective amendment will be filed to set forth the terms of
such offering.

4. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

5. The undersigned registrant hereby undertakes that:

(a) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and

II-3

contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of this registration statement as of the time it was declared
effective.

(b) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

6. The undersigned registrant hereby undertakes to file an application for
the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with the
rules and regulations prescribed by the Commission under Section 305(b)(2) of
the Trust Indenture Act.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of West Chester, Commonwealth of Pennsylvania, on April
8, 2002.

AMKOR TECHNOLOGY, INC.

By:                  *
------------------------------------
James J. Kim
Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, on
April 8, 2002 this Registration Statement has been signed by the following
persons in the capacities indicated:

NAME                                    TITLE                       DATE
----                                    -----                       ----

*                                                       Chief Executive Officer and       April 8, 2002
------------------------------------------------                 Chairman
James J. Kim

*                                                         President and director          April 8, 2002
------------------------------------------------
John N. Boruch

/s/ KENNETH J. JOYCE                       Chief Financial Officer         April 8, 2002
------------------------------------------------        (Principal Financial and
Kenneth J. Joyce                           Accounting Officer)

*                                                                Director                 April 8, 2002
------------------------------------------------
Winston J. Churchill

*                                                                Director                 April 8, 2002
------------------------------------------------
Thomas D. George

II-5

NAME                                    TITLE                       DATE
----                                    -----                       ----

*                                                                Director                 April 8, 2002
------------------------------------------------
Gregory K. Hinckley

*                                                                Director                 April 8, 2002
------------------------------------------------
Juergen Knorr

*                                                                Director                 April 8, 2002
------------------------------------------------
John B. Neff

*By:               /s/ KENNETH T. JOYCE
------------------------------------------
Kenneth T. Joyce
Attorney-in-Fact

II-6

EXHIBIT INDEX

EXHIBIT
NUMBER                           EXHIBIT TITLE
-------                          -------------

1.1      Form of Underwriting Agreement.*
3.1      Restated Certificate of Incorporation.(1)
3.2      Certificate of Correction to Certificate of
Incorporation.(2)
3.3      Restated Bylaws.(2)
4.1      Form of Senior Indenture.
4.2      Form of Senior Subordinated Indenture.
4.3      Form of Subordinated Indenture.
4.4      Form of Senior Debt Security (included in Exhibit 4.1).
4.5      Form of Senior Subordinated Debt Security (included in
Exhibit 4.2).
4.6      Form of Subordinated Debt Security (included in Exhibit
4.3).
4.7      Form of Preferred Stock Certificate of Designation.*
4.8      Form of Preferred Stock Certificate.*
4.9      Form of Deposit Agreement.*
4.10     Form of Depositary Receipt (included in Exhibit 4.9).*
4.11     Form of Warrant Agreement.*
4.12     Form of Warrant Certificate (included in Exhibit 4.11).*
5.1      Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation.
12.1      Computation of Ratio of Earnings to Fixed Charges.(3)
23.1      Consent of PricewaterhouseCoopers LLP, independent
accountants.
23.2      Consent of SyCip Gorres Velayo & Co., independent public
accountants.
23.3      Consent of Samil Accounting Corporation, independent public
accountants.
23.4      Consent of Arthur Anderson LLP, independent public
accountants.
23.5      Consent of Siana Carr and O'Connor, LLP, independent public
accountants.
23.6      Consent of Ahn Kwon & Co., independent accountants.
23.7      Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (included in Exhibit 5.1).
24.1      Power of Attorney**
25.1      Form T-1 Statement of Eligibility of Trustee for Senior
Indenture under the Trust Indenture Act of 1939.
25.2      Form T-1 Statement of Eligibility of Trustee for Senior
Subordinated Indenture under the Trust Indenture Act of
1939.
25.3      Form T-1 Statement of Eligibility of Trustee for
Subordinated Indenture under the Trust Indenture Act of
1939.

---------------

*  To be filed as an exhibit to a report pursuant to Section 13(a) or 15(d) of
the Securities Act of 1934.

**  Previously filed on January 24, 2002.

(1)Incorporated by reference to the Registrant's Registration Statement on Form
S-1 filed October 6, 1997, as amended (File No. 333-37235).

(2)Incorporated by reference to the Registrant's Registration Statement on Form
S-1 filed August 26, 1998, as amended (File No. 333-49645).

(3) Incorporated by reference from Registrant's Annual Report on Form 10-K for
the year ended December 31, 2001.

EXHIBIT 4.1

--------------------------------------------------------------------------------

AMKOR TECHNOLOGY, INC.

AND

STATE STREET BANK AND TRUST COMPANY,

AS TRUSTEE

--------------------------

INDENTURE

Dated as of ___________, 200_

--------------------------

--------------------------

SENIOR DEBT SECURITIES

--------------------------------------------------------------------------------

TABLE OF CONTENTS

Page

ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE........................................     1

Section 1.01   Definitions..................................................................     1
Section 1.02   Other Definitions............................................................     6
Section 1.03   Incorporation by Reference of Trust Indenture Act............................     6
Section 1.04   Rules of Construction........................................................     7

ARTICLE 2 THE SECURITIES....................................................................     7

Section 2.01   Forms Generally..............................................................     7
Section 2.02   Amount Unlimited; Issuable in Series.........................................     8
Section 2.03   Execution and Authentication.................................................    10
Section 2.04   Registrar, Paying Agent and Conversion Agent.................................    12
Section 2.05   Paying Agent to Hold Money in Trust..........................................    12
Section 2.06   Holder Lists.................................................................    12
Section 2.07   Transfer and Exchange........................................................    13
Section 2.08   Replacement Securities.......................................................    14
Section 2.09   Outstanding Securities.......................................................    15
Section 2.10   Treasury Securities..........................................................    15
Section 2.11   Temporary Securities.........................................................    15
Section 2.12   Cancellation.................................................................    16
Section 2.13   Defaulted Interest...........................................................    17

ARTICLE 3 REDEMPTION AND PREPAYMENT.........................................................    17

Section 3.01   Applicability of Article.....................................................    17
Section 3.02   Election to Redeem; Notice to Trustee........................................    17
Section 3.03   Selection by Trustee of Securities to Be Redeemed............................    17
Section 3.04   Notice of Redemption.........................................................    18
Section 3.05   Deposit of Redemption

Price..................................................    19
Section 3.06   Securities Payable on Redemption Date........................................    20
Section 3.07   Securities Redeemed in Part..................................................    20
Section 3.08   Conversion Arrangement on Call for Redemption................................    20

ARTICLE 4 COVENANTS.........................................................................    21

Section 4.01   Payment of Securities........................................................    21
Section 4.02   Maintenance of Office or Agency..............................................    21
Section 4.03   Compliance Certificate.......................................................    22
Section 4.04   Taxes........................................................................    22
Section 4.05   Stay, Extension and Usury Laws...............................................    23
Section 4.06   Corporate Existence..........................................................    23
Section 4.07   Money for Securities Payments To Be Held in Trust............................    23

-i-

TABLE OF CONTENTS
(continued)

Page

Section 4.08   Taxes........................................................................    24
Section 4.09   Reports by Company...........................................................    24
Section 4.10   Waiver of Certain Covenants..................................................    25

ARTICLE 5 SUCCESSORS........................................................................    25

Section 5.01   Merger, Consolidation, or Sale of Assets.....................................    25
Section 5.02   Successor Corporation Substituted............................................    25

ARTICLE 6 DEFAULTS AND REMEDIES.............................................................    26

Section 6.01   Events of Default............................................................    26
Section 6.02   Acceleration.................................................................    27
Section 6.03   Other Remedies...............................................................    28
Section 6.04   Waiver of Past Defaults......................................................    28
Section 6.05   Control by Majority..........................................................    28
Section 6.06   Limitation on Suits..........................................................    28
Section 6.07   Rights of Holders of Securities to Receive Payment...........................    29
Section 6.08   Collection Suit by Trustee...................................................    29
Section 6.09   Trustee May File Proofs of Claim.............................................    29
Section 6.10   Priorities...................................................................    30
Section 6.11   Undertaking for Costs........................................................    30

ARTICLE 7 TRUSTEE...........................................................................    31

Section 7.01   Duties of Trustee............................................................    31
Section 7.02   Rights of Trustee............................................................    32
Section 7.03   Individual Rights of Trustee.................................................    32
Section 7.04   Trustee's Disclaimer.........................................................    32
Section 7.05   Notice of Defaults...........................................................    33
Section 7.06   Reports by Trustee to Holders of the Securities..............................    33
Section 7.07   Compensation and Indemnity...................................................    33
Section 7.08   Replacement of Trustee.......................................................    34
Section 7.09   Successor Trustee by Merger, etc.............................................    35
Section 7.10   Eligibility; Disqualification................................................    35
Section 7.11   Preferential Collection of Claims Against Company............................    35

ARTICLE 8 AMENDMENT, SUPPLEMENT AND WAIVER..................................................    36

Section 8.01   Without Consent of Holders of Securities.....................................    36
Section 8.02   With Consent of Holders of Securities........................................    37
Section 8.03   Compliance with Trust Indenture Act..........................................    38
Section 8.04   Revocation and Effect of Consents............................................    38
Section 8.05   Notation on or Exchange of Securities........................................    39

-ii-

TABLE OF CONTENTS
(continued)

Page

Section 8.06   Effect of Supplemental Indentures............................................    39
Section 8.07   Trustee Protected............................................................    39
Section 8.08   Subordination Unimpaired.....................................................    40

ARTICLE 9 MISCELLANEOUS.....................................................................    40

Section 9.01   Trust Indenture Act Controls.................................................    40
Section 9.02   Notices......................................................................    40
Section 9.03   Communication by Holders of Securities with Other Holders of Securities......    41
Section 9.04   Certificate and Opinion as to Conditions Precedent...........................    41
Section 9.05   Statements Required in Certificate or Opinion................................    42
Section 9.06   Rules by Trustee and Agents..................................................    42
Section 9.07   No Personal Liability of Directors, Officers, Employees and Stockholders.....    42
Section 9.08   Governing Law, Consent to Jurisdiction and Service of Process................    42
Section 9.09   Agent for Service; Submission to Jurisdiction................................    42
Section 9.10   Successors...................................................................    43
Section 9.11   Severability.................................................................    43
Section 9.12   Counterpart Originals........................................................    43
Section 9.13   Table of Contents, Headings, etc.............................................    43
Section 9.14   Designated Senior Debt.......................................................    43

ARTICLE 10 SINKING FUNDS....................................................................    44

Section 10.01  Applicability of Article.....................................................    44
Section 10.02  Satisfaction of Sinking Fund Payments with Securities........................    44
Section 10.03  Redemption of Securities for Sinking Fund....................................    44

ARTICLE 11 DEFEASANCE AND COVENANT DEFEASANCE...............................................    45

Section 11.01  Company's Option to Effect Defeasance or Covenant Defeasance.................    45
Section 11.02  Defeasance and Discharge.....................................................    45
Section 11.03  Covenant Defeasance..........................................................    45
Section 11.04  Conditions to Defeasance or Covenant Defeasance..............................    46
Section 11.05  Deposited Money, U.S. Government Obligations and Foreign Government
Obligations to be Held in Trust; Miscellaneous Provisions....................    48
Section 11.06  Reinstatement................................................................    49

ARTICLE 12 CONVERSION OF SECURITIES.........................................................    49

Section 12.01  Applicability of Article.....................................................    49
Section 12.02  Exercise of Conversion Privilege.............................................    49
Section 12.03  Cash Payments in Lieu of Fractional Shares...................................    50
Section 12.04  Taxes on Shares Issued.......................................................    51
Section 12.05  Adjustment of Conversion Price...............................................    51

-iii-

TABLE OF CONTENTS
(continued)

Page

Section 12.06  Effect of Reclassification, Consolidation, Merger or Sale....................    59
Section 12.07  Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock......    60
Section 12.08  Responsibility of Trustee....................................................    61
Section 12.09  Notice to Holders Prior to Certain Actions...................................    61

ARTICLE 13 SATISFACTION AND DISCHARGE OF INDENTURE..........................................    62

Section 13.01  Discharge of Indenture.......................................................    62
Section 13.02  Deposited Monies to be Held in Trust by Trustee..............................    63
Section 13.03  Paying Agent to Repay Monies Held............................................    63
Section 13.04  Return of Unclaimed Monies...................................................    63
Section 13.05  Reinstatement................................................................    63

EXHIBITS

Exhibit A      FORM OF SECURITY

-iv-

Amkor Technology, Inc.

Certain Sections of this Indenture relating to Sections 3.10 through
3.18, inclusive, of the Trust Indenture Act of 1939:

Section 3.10       (a)(1)........................................................          7.03, 7.10
(a)(2)........................................................          7.03, 7.10
(a)(3)........................................................      Not Applicable
(a)(4)........................................................      Not Applicable
(b)...........................................................    7.03, 7.08, 7.10
Section 3.11       (a)...........................................................                7.11
(b)...........................................................                7.11
Section 3.12       (a)...........................................................                2.06
(b)...........................................................                9.03
(c)...........................................................                9.03
Section 3.13       (a)...........................................................                7.06
(b)(2)........................................................          7.06, 7.07
(c)...........................................................          7.06, 9.02
(d)...........................................................                7.06
Section 3.14       (a)...........................................................                4.09
(a)(4)........................................................ 1.01, 4.03(a), 9.05
(b)...........................................................      Not Applicable
(c)(1)........................................................ 1.01, 9.04(a), 9.05
(c)(2)........................................................ 1.01, 9.04(b), 9.05
(c)(3)........................................................      Not Applicable
(d)...........................................................      Not Applicable
(e)...........................................................                9.05
Section 3.15       (a)...........................................................             7.01(b)
(b)...........................................................                7.05
(c)...........................................................             7.01(a)
(d)...........................................................       6.05, 7.01(c)
(e)...........................................................                6.07
Section 3.16       (a)...........................................................          6.04, 6.05
(a)(1)(A).....................................................                6.05
(a)(1)(B).....................................................                6.04
(a)(2)........................................................      Not Applicable
(a)(2)........................................................      Not Applicable
(b)...........................................................                6.07
(c)...........................................................          1.01, 2.02
Section 3.17       (a)(1)........................................................                6.08
(a)(2)........................................................                6.09
(b)...........................................................                2.05
Section 3.18       (a)...........................................................                9.01
(c)...........................................................                9.01

NOTE: This reconciliation and tie shall not, for any purpose, be deemed
to be a part of the Indenture.

-i-

INDENTURE dated as of __________, 200_ between Amkor Technology, Inc., a
Delaware corporation (the "Company"), and State Street Bank and Trust Company,
as trustee (the "Trustee").

RECITALS OF THE COMPANY

The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (herein called the
"Securities"), to be issued in one or more series as provided in this Indenture.

All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities or of series
thereof appertaining, as follows:

ARTICLE 1
DEFINITIONS AND INCORPORATION
BY REFERENCE

1.01  Definitions.

"Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise; provided that beneficial ownership of 10% or more, or an
agreement, obligation or option to purchase 10% or more, of the Voting Stock of
a Person shall be deemed to be control. For purposes of this definition, the
terms "controlling," "controlled by" and "under common control with" shall have
correlative meanings.

"Agent" means any Registrar, Paying Agent or co-registrar.

"Bankruptcy Law" means Title 11, U.S. Code or any similar federal or
state law for the relief of debtors.

"Board of Directors" means the Board of Directors of the Company, or any
authorized committee of the Board of Directors.

"Business Day" means any day other than a Legal Holiday.

"Capital Stock" means (i) in the case of a corporation, corporate stock,
(ii) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
corporate stock, (iii) in the case of a partnership or limited liability
company, partnership or membership interests (whether general or limited), and
(iv) any other interest or participation that confers on a Person the right to
receive a share of the profits and losses of, or distributions of assets of, the
issuing Person.

"Company" means Amkor Technology, Inc., and any and all successors
thereto.

"Corporate Trust Office of the Trustee" shall be at the address of the
Trustee at which the trust created by this Indenture is administered, which
address as of the date hereof is specified in Section 11.02 hereof, or such
other address as to which the Trustee may give notice to the Company.

"Covenant Defeasance" has the meaning specified in Section 11.03.

"Custodian" means the Trustee, as custodian with respect to the
Securities in global form, or any successor entity thereto.

"Default" means any event that is, or with the passage of time or the
giving of notice or both would, be an Event of Default.

"Defeasance" has the meaning specified in Section 11.02.

"Depositary" means, with respect to Securities of any series issuable in
whole or in part in the form of one or more Global Securities, a clearing agency
registered under the Exchange Act that is designated to act as Depositary for
such Securities as contemplated by Section 3.1.

"euro" or "euros" means the currency adopted by those nations
participating in the third stage of the economic and monetary union provisions
of the Treaty on European Union, signed at Maastricht on February 7, 1992.

"European Economic Area" means the member nations of the European
Economic Area pursuant to the Oporto Agreement on the European Economic Area
dated May 2, 1992, as amended.

"European Union" means the member nations of the European Union
established by the Treaty of European Union, signed at Maastricht on February 2,
1992, which amended the Treaty of Rome establishing the European Community.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Foreign Government Obligation" means with respect to Securities of any
series which are not denominated in the currency of the United States of America
(x) any security which is (i) a direct obligation of the government which issued
or caused to be issued the currency for the payment of which obligations its
full faith and credit is pledged or, with respect to Securities of any series
which are denominated in euros, a direct obligation of any member nation of the
European Union for the payment of which obligation the full faith and credit of
the respective nation is pledged so long as 

-2-

such nation has a credit rating at least equal to that of the highest rated
member nation of the European Economic Area, or (ii) an obligation of a Person
controlled or supervised by and acting as an agency or instrumentality of a
government specified in Clause (i) above the payment of which is unconditionally
guaranteed as a full faith and credit obligation by the such government, which,
in either case (i) or (ii), is not callable or redeemable at the option of the
issuer thereof, and (y) any depositary receipt issued by a bank (as defined in
Section 3(a)(2) of the Securities Act) as custodian with respect to any Foreign
Government Obligation which is specified in Clause (x) above and held by such
bank for the account of the holder of such depositary receipt, or with respect
to any specific payment of principal of or interest on any Foreign Government
Obligation which is so specified and held, provided that (except as required by
law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depositary receipt from any amount received by the
custodian in respect of the Foreign Government Obligation or the specific
payment of principal or interest evidenced by such depositary receipt.

"GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect from time to time.

"Global Securities Legend" means the legend labeled as such and that is
set forth in Exhibit A hereto, which is incorporated in and expressly made a
part of this Indenture.

"Global Securities" means a Security that is registered in the Register
and that is set forth in Exhibit A hereto, which is incorporated in and
expressly made a part of this Indenture.

"Holder" means a Person in whose name a Security of any series is
registered.

"Indenture" means this instrument as originally executed and as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively. The term "Indenture" shall also include the terms of particular
series of Securities established as contemplated by Section 3.1; provided,
however, that if at any time more than one Person is acting as Trustee under
this Indenture due to the appointment of one or more separate Trustees for any
one or more separate series of Securities, "Indenture" shall mean, with respect
to such series of Securities for which any such Person is Trustee, this
instrument as originally executed or as it may from time to time be supplemented
or amended by one or more indentures supplemental hereto entered into pursuant
to the applicable provisions hereof and shall include the terms of particular
series of Securities for which such Person is Trustee established as
contemplated by Section 3.1, exclusive, however, of any provisions or terms
which relate solely to other series of Securities for which such Person is not
Trustee, regardless of when such terms or provisions were adopted, and exclusive
of any provisions or terms adopted by means of one or more indentures
supplemental hereto executed and delivered after such Person had become such
Trustee, but to which such person, as such Trustee, was not a

-3-

party; provided, further that in the event that this Indenture is supplemented
or amended by one or more indentures supplemental hereto which are only
applicable to certain series of Securities, the term "Indenture" for a
particular series of Securities shall only include the supplemental indentures
applicable thereto.

"Interest," when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity.

"Interest Payment Date," when used with respect to any Security, means
the Stated Maturity of an installment of interest on such Security.

"Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized by
law, regulation or executive order to remain closed. If a payment date is a
Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue on
such payment for the intervening period.

"Maturity," when used with respect to any Security, means the date on
which the principal of such Security or an installment of principal becomes due
and payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, repurchase at the option of the holder of such
Security or otherwise.

"Offering" means the offering of the Securities by the Company.

"Officer" means, with respect to any Person, the Chairman of the Board,
the Chief Executive Officer, the President, the Chief Operating Officer, the
Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller,
the Secretary or any Vice-President of such Person.

"Officers' Certificate" means a certificate signed on behalf of the
Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company, that meets the requirements of
Section 9.05 hereof.

"Opinion of Counsel" means an opinion from legal counsel who is
reasonably acceptable to the Trustee, that meets the requirements of Section
9.05 hereof. The counsel may be an employee of or counsel to the Company, any
Subsidiary of the Company or the Trustee.

"Original Issue Discount Security" means any Security which provides for
an amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 6.02.

"Participant" means, with respect to the Depositary, a Person who has an
account with the Depositary.

-4-

"Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

"Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 2.02.

"Responsible Officer," when used with respect to the Trustee, means any
officer within the Corporate Trust Administration Department of the Trustee (or
any successor group of the Trustee) or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.

"Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.

"SEC" means the Securities and Exchange Commission.

"Securities Act" means the Securities Act of 1933, as amended.

"Significant Subsidiary" means any Subsidiary that would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Act, as such Regulation is in effect on the date
hereof assuming that the Company were the "registrant" for purposes of such
definition; provided that in no event shall a "Significant Subsidiary" include
(i) any direct or indirect subsidiary of the Company created for the primary
purpose of facilitating one or more Receivable Programs or holding or purchasing
inventory, or (ii) any non-operating Subsidiary which does not have any
liabilities to Persons other than the Company or its Subsidiaries, or (iii) any
Unrestricted Subsidiary.

"Stated Maturity" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which such payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and shall not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.

"TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) as in effect on the date on which this Indenture is qualified
under the TIA.

"Trustee" means the party named as such above until a successor replaces
it in accordance with the applicable provisions of this Indenture and thereafter
means the successor serving hereunder.

"U.S. Government Obligations" means direct obligations of the United
States of America for the payment of which the full faith and credit of the
United States of America is pledged. In order to

-5-

have money available on a payment date to pay principal or interest on the
Securities, the U.S. Government Obligations shall be payable as to principal or
interest on or before such payment date in such amounts as will provide the
necessary money. U.S. Government Obligations shall not be callable at the
issuer's option.

"U.S. Person" means a U.S. person as defined in Rule 902(o) under the
Securities Act.

"Voting Stock" of any Person as of any date means the Capital Stock of
such Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

Section 1.02  Other Definitions.

TERM                             DEFINED IN SECTION
----                             ------------------

"Authentication Order"..................................           2.02
"Covenant Defeasance"...................................           8.03
"DTC"...................................................           2.03
"Event of Default"......................................           6.01
"Legal Defeasance"......................................           8.02
"Paying Agent"..........................................           2.03
"Registrar".............................................           2.03

Section 1.03  Incorporation by Reference of Trust Indenture Act. 

Whenever this Indenture refers to a provision of the TIA, the provision
is incorporated by reference in and made a part of this Indenture.

The following TIA terms used in this Indenture have the following
meanings:

"indenture securities" means the Securities;

"indenture security Holder" means a Holder of a Security;

"indenture to be qualified" means this Indenture;

"indenture trustee" or "institutional trustee" means the Trustee; and

"obligor" on the Securities means the Company and any successor obligor
upon the Securities.

All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the TIA
have the meanings so assigned to them.

-6-

Section 1.04  Rules of Construction.

Unless the context otherwise requires:

(a)  a term has the meaning assigned to it;

(b)  an accounting term not otherwise defined has the meaning assigned
to it in accordance with GAAP;

(c)  "or" is not exclusive;

(d)  words in the singular include the plural, and in the plural
include the singular;

(e)  provisions apply to successive events and transactions; and

(f)  references to sections of or rules under the Securities Act shall
be deemed to include substitute, replacement of successor sections or rules
adopted by the SEC from time to time.

ARTICLE 2
THE SECURITIES

Section 2.01  Forms Generally. 

The Securities of each series shall be in substantially the form set
forth in Exhibit A, or in such other form as shall be established by or pursuant
to a Board Resolution or in one or more indentures supplemental hereto, in each
case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or Depositary therefor or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution thereof. If the form of Securities of any series is established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 2.03 for the authentication and delivery of such
Securities. Any such Board Resolution or record of such action shall have
attached thereto a true and correct copy of the form of Security referred to
therein approved by or pursuant to such Board Resolution.

The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced by their execution of
such Securities.

-7-

Section 2.02  Amount Unlimited; Issuable in Series.

The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited.

The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 2.03,
set forth, or determined in the manner provided, in an Officers' Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series,

(1) the title of the Securities of the series (which shall distinguish
the Securities of the series from Securities of any other series);

(2) any limit upon the aggregate principal amount of the Securities of
the series which may be authenticated and delivered under this Indenture (except
for Securities authenticated and delivered upon registration of transfer of, or
in exchange for, or in lieu of, other Securities of the series pursuant to
Section 2.07, 2.08, 2.11, 3.07 or 8.05 and except for any Securities which,
pursuant to Section 2.03, are deemed never to have been authenticated and
delivered hereunder);

(3) the Person to whom any interest on a Security of the series shall be
payable, if other than the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest;

(4) the date or dates on which the principal of any Securities of the
series is payable;

(5) the rate or rates at which any Securities of the series shall bear
interest, if any, the date or dates from which any such interest shall accrue,
the Interest Payment Dates on which any such interest shall be payable and the
Regular Record Date for any such interest payable on any Interest Payment Date;

(6) the place or places where the principal of and any premium and
interest on any Securities of the series shall be payable;

(7) the period or periods within which, the price or prices at which and
the terms and conditions upon which any Securities of the series may be
redeemed, in whole or in part, at the option of the Company and, if other than
by a Board Resolution, the manner in which any election by the Company to redeem
the Securities shall be evidenced;

(8) the obligation, if any, of the Company to redeem or purchase any
Securities of the series pursuant to any sinking fund or analogous provisions or
at the option of the Holder thereof and the period or periods within which, the
price or prices at which and the terms and conditions upon which any Securities
of the series shall be redeemed or purchased, in whole or in part, pursuant to
such obligation;

-8-

(9) if other than denominations of $1,000 and any integral multiple
thereof, the denominations in which any Securities of the series shall be
issuable;

(10) if the amount of principal of or any premium or interest on any
Securities of the series may be determined with reference to an index or
pursuant to a formula, the manner in which such amounts shall be determined;

(11) if other than the currency of the United States of America, the
currency, currencies or currency units in which the principal of or any premium
or interest on any Securities of the series shall be payable and the manner of
determining the equivalent thereof in the currency of the United States of
America for any purpose;

(12) if the principal of or any premium or interest on any Securities of
the series is to be payable, at the election of the Company or the Holder
thereof, in one or more currencies or currency units other than that or those in
which such Securities are stated to be payable, the currency, currencies or
currency units in which the principal of or any premium or interest on such
Securities as to which such election is made shall be payable, the periods
within which and the terms and conditions upon which such election is to be made
and the amount so payable (or the manner in which such amount shall be
determined);

(13) if other than the entire principal amount thereof, the portion of
the principal amount of any Securities of the series which shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 6.02;

(14) if the principal amount payable at the Stated Maturity of any
Securities of the series will not be determinable as of any one or more dates
prior to the Stated Maturity, the amount which shall be deemed to be the
principal amount of such Securities as of any such date for any purpose
thereunder or hereunder, including the principal amount thereof which shall be
due and payable upon any Maturity other than the Stated Maturity or which shall
be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in
any such case, the manner in which such amount deemed to be the principal amount
shall be determined);

(15) if applicable, that the Securities of the series, in whole or any
specified part, shall be defeasible pursuant to Section 11.02 or Section 11.03
or both such Sections, or any other defeasance provisions applicable to any
Securities of the series, and, if other than by a Board Resolution, the manner
in which any election by the Company to defease such Securities shall be
evidenced;

(16) if applicable, the terms of any right to convert or exchange
Securities of the series into shares of Common Stock of the Company or other
securities or property;

(17) if applicable, that any Securities of the series shall be issuable
in whole or in part in the form of one or more Global Securities and, in such
case, the respective Depositaries for such Global Securities, the form of any
legend or legends which shall be borne by any such Global Security in addition
to or in lieu of that set forth in Exhibit A and any circumstances in addition
to or in lieu of those set forth in Section 2.07 in which any such Global
Security may be exchanged in

-9-

whole or in part for Securities registered, and any transfer of such Global
Security in whole or in part may be registered, in the name or names of Persons
other than the Depositary for such Global Security or a nominee thereof;

(18) any addition to or change in the Events of Default which applies to
any Securities of the series and any change in the right of the Trustee or the
requisite Holders of such Securities to declare the principal amount thereof due
and payable pursuant to Section 6.02;

(19) any addition to or change in the covenants set forth in Article IV
which applies to Securities of the series;

(20) any Authenticating Agents, Paying Agents, Security Registrars or
such other agents necessary in connection with the issuance of the Securities of
such series, including, without limitation, Exchange Rate Agents and Calculation
Agents;

(21) if applicable, the terms of any security that will be provided for
a series of Securities; and

(22) any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture, except as permitted by
Section 8.03).

All Securities of any one series shall be substantially identical except
as to denomination and except as may otherwise be provided in or pursuant to the
Board Resolution referred to above and (subject to Section 2.03) set forth, or
determined in the manner provided, in the Officers' Certificate referred to
above or in any such indenture supplemental hereto.

If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.

The Securities of each series shall be issuable only in registered form
without coupons and only in such denominations as shall be specified as
contemplated by this section. In the absence of any such specified denomination
with respect to the Securities of any series, the Securities of such series
shall be issuable in denominations of $1,000 and any integral multiple thereof.

Section 2.03  Execution and Authentication.

Two Officers shall sign the Securities for the Company by manual or
facsimile signature.

If an Officer whose signature is on a Security no longer holds that
office at the time such Security is authenticated, the Security shall
nevertheless be valid.

No Security shall be valid until authenticated by the manual signature
of the Trustee. The signature shall be conclusive evidence that such Security
has been authenticated under this Indenture.

-10-

At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities. If the
form or terms of the Securities of the series have been established by or
pursuant to one or more Board Resolutions as permitted by Sections 2.01 and
2.02, in authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 7.01) shall be
fully protected in relying upon, a copy of such Board Resolution, the Officers'
Certificate setting forth the terms of the series and an Opinion of Counsel,
with such Opinion of Counsel stating,

(1) if the form of such Securities has been established by or
pursuant to Board Resolution as permitted by Section 2.01, that such
form has been established in conformity with the provisions of this
Indenture;

(2) if the terms of such Securities have been established by or
pursuant to Board Resolution as permitted by Section 2.02, that such
terms have been established in conformity with the provisions of this
Indenture; and

(3) that such Securities, when authenticated and delivered by the
Trustee and issued by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute valid
and legally binding obligations of the Company enforceable in accordance
with their terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and to general
equity principles.

If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

Each Security shall be dated the date of its authentication.

Notwithstanding the provisions of Section 2.02 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 2.02 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the
authentication of each Security of such series if such documents are delivered
at or prior to the authentication upon original issuance of the first Security
of such series to be issued.

The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate any Security. An authenticating agent may authenticate
any Security whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with Holders or an
Affiliate of the Company.

-11-

Section 2.04  Registrar, Paying Agent and Conversion Agent. 

The Company shall maintain an office or agency where Securities of any
series may be presented for registration of transfer or for exchange
("Registrar"), an office or agency where Securities of any series may be
presented for payment ("Paying Agent"), and an office or agency where Securities
may be presented for conversion, if applicable (the "Conversion Agent"). The
Registrar shall keep a register of the Securities of any series and of their
transfer and exchange. The Company may appoint one or more co-registrars, one or
more additional paying agents and one or more additional conversion agents. The
term "Registrar" includes any co-registrar, the term "Paying Agent" includes any
additional paying agent and the term "Conversion Agent" includes any additional
conversion agent. The Company may change any Paying Agent, Registrar or
Conversion Agent without notice to any Holder. The Company shall notify the
Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Company fails to appoint or maintain another entity as
Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such. The
Company or any of its Subsidiaries may act as Paying Agent, Registrar or
Conversion Agent.

The Company initially appoints The Depository Trust Company ("DTC") to
act as Depositary with respect to the Global Securities.

The Company initially appoints the Trustee to act as the Registrar,
Paying Agent and Conversion Agent and to act as Custodian with respect to the
Global Securities.

Section 2.05  Paying Agent to Hold Money in Trust. 

The Company shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal, premium or interest on Securities of any series, and will notify the
Trustee of any default by the Company in making any such payment. While any such
default continues, the Trustee may require a Paying Agent to pay all money held
by it to the Trustee. The Company at any time may require a Paying Agent to pay
all money held by it to the Trustee. Upon payment over to the Trustee, the
Paying Agent (if other than the Company or a Subsidiary) shall have no further
liability for the money. If the Company or a Subsidiary acts as Paying Agent, it
shall segregate and hold in a separate trust fund for the benefit of the Holders
all money held by it as Paying Agent. Upon any bankruptcy or reorganization
proceedings relating to the Company, the Trustee shall serve as Paying Agent for
the Securities.

Section 2.06  Holder Lists. 

The Trustee of any series of Securities shall preserve in as current a
form as is reasonably practicable the most recent list available to it of the
names and addresses of all Holders of such series and shall otherwise comply
with TIA Section 312(a). If the Trustee is not the Registrar of such series, the
Company shall furnish to the Trustee at least seven Business Days before each
interest payment date and at such other times as the Trustee may request in
writing, a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of the Holders of Securities of any series
and the Company shall otherwise comply with TIA Section 312(a).

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Section 2.07  Transfer and Exchange 

Upon surrender for registration of transfer of any Security of a series
at the office or agency of the Company in a Place of Payment for that series,
the Company shall execute, and the Trustee shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new Securities
of the same series, of any authorized denominations and of like tenor and
aggregate principal amount.

At the option of the Holder, Securities of any series may be exchanged
for other Securities of the same series, of any authorized denominations and of
like tenor and aggregate principal amount, upon surrender of the Securities to
be exchanged at such office or agency. Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive.

All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

Every Security presented or surrendered for registration of transfer or
for exchange shall (if so required by the Company or the Trustee) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed, by the
Holder thereof or its attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Sections 2.11, 3.08, 8.05 or 12.02 not involving any
transfer.

If the Securities of any series (or of any series and specified tenor)
are to be redeemed in part, the Company shall not be required (A) to issue,
register the transfer of or exchange any Securities of that series (or of that
series and specified tenor, as the case may be) during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of
redemption of any such Securities selected for redemption under Section 3.03 and
ending at the close of business on the day of such mailing, or (B) to register
the transfer of or exchange any Security so selected for redemption in whole or
in part, except the unredeemed portion of any Security being redeemed in part.

The provisions of Clauses (1), (2), (3) and (4) below shall apply only
to Global Securities:

(1) Each Global Security authenticated under this Indenture shall
be registered in the name of the Depositary designated for such Global
Security or a nominee thereof and delivered to such Depositary or a
nominee thereof or custodian therefor, and each such Global Security
shall constitute a single Security for all purposes of this Indenture.

(2) Notwithstanding any other provision in this Indenture, no
Global Security may be exchanged in whole or in part for Securities
registered, and no transfer of a Global 

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Security in whole or in part may be registered, in the name of any
Person other than the Depositary for such Global Security or a nominee
thereof unless (A) such Depositary (i) has notified the Company that it
is unwilling or unable to continue as Depositary for such Global
Security or (ii) has ceased to be a clearing agency registered under the
Exchange Act, (B) there shall have occurred and be continuing an Event
of Default with respect to such Global Security or (C) there shall exist
such circumstances, if any, in addition to or in lieu of the foregoing
as have been specified for this purpose as contemplated by Section 2.02.

(3) Subject to Clause (2) above, any exchange of a Global
Security for other Securities may be made in whole or in part, and all
Securities issued in exchange for a Global Security or any portion
thereof shall be registered in such names as the Depositary for such
Global Security shall direct.

(4) Every Security authenticated and delivered upon registration
of transfer of, or in exchange for or in lieu of, a Global Security or
any portion thereof, whether pursuant to this Section, Sections 2.08,
2.11 or 8.06 or otherwise, shall be authenticated and delivered in the
form of, and shall be, a Global Security, unless such Security is
registered in the name of a Person other than the Depositary for such
Global Security or a nominee thereof.

Section 2.08  Replacement Securities. 

If the holder of a Security of any series claims that such Security has
been lost, destroyed or wrongfully taken, the Company shall issue and the
Trustee shall authenticate a replacement Security of that series if the
Trustee's requirements are met. If required by the Trustee or the Company as a
condition of receiving a replacement Security, the holder of a Security must
provide a certificate of loss and an indemnity and/or an indemnity bond
sufficient, in the judgment of both the Company and the Trustee, to fully
protect the Company, the Trustee, any Agent and any authenticating agent from
any loss, liability, cost or expense which any of them may suffer or incur if
the Security is replaced. The Company and the Trustee may charge the relevant
holder for their expenses in replacing any Security.

The Trustee or any authenticating agent may authenticate any such
substituted Security, and deliver the same upon the receipt of such security or
indemnity as the Trustee, the Company and, if applicable, such authenticating
agent may require. Upon the issuance of any substituted Security, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses connected therewith. In case any Security of a series which has matured
or is about to mature, or has been called for redemption pursuant to Article
III, or is about to be converted into Common Stock pursuant to Article XII,
shall become mutilated or be destroyed, lost or stolen, the Company may, instead
of issuing a substitute Security of that series, pay or authorize the payment of
or convert or authorize the conversion of the same (without surrender thereof
except in the case of a mutilated Security), as the case may be, if the
applicant for such payment or conversion shall furnish to the Company, to the
Trustee and, if applicable, to the authenticating agent such security or
indemnity as may be required by them to save each of them harmless for any loss,
liability, cost or expense caused by or connected with such substitution, and,
in case of destruction, loss or theft, evidence satisfactory to the Company, the

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Trustee and, if applicable, any paying agent or conversion agent of the
destruction, loss or theft of such Security and of the ownership thereof.

Every replacement Security of any series is an additional obligation of
the Company and shall be entitled to all the benefits provided under this
Indenture equally and proportionately with all other Securities of that series
duly issued, authenticated and delivered hereunder.

Section 2.09  Outstanding Securities. 

The Securities of any series outstanding at any time are all the
Securities of such series authenticated by the Trustee except for those canceled
by it, those delivered to it for cancellation, those reductions in the interest
in a Global Security effected by the Trustee in accordance with the provisions
hereof, and those described in this Section as not outstanding. Except as set
forth in Section 2.09 hereof, a Security of any series does not cease to be
outstanding because the Company or an Affiliate of the Company holds the
Security.

If a Security of any series is replaced pursuant to Section 2.08 hereof,
it ceases to be outstanding unless the Trustee receives proof satisfactory to it
that the replaced Security is held by a bona fide purchaser.

If the principal amount of any Security of any series is considered paid
under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases
to accrue.

If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any thereof) holds, on a redemption date or maturity date, money
sufficient to pay Securities of any series payable on that date, then on and
after that date such Securities shall be deemed to be no longer outstanding and
shall cease to accrue interest.

Section 2.10  Treasury Securities. 

In determining whether the Holders of the required principal amount of
Securities of any series have concurred in any direction, waiver or consent,
Securities of that series owned by the Company, or by any Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company, shall be considered as though not outstanding, except
that for the purposes of determining whether the Trustee shall be protected in
relying on any such direction, waiver or consent, only Securities of that series
that the Trustee knows are so owned shall be so disregarded.

Section 2.11  Temporary Securities. 

(a) Until certificates representing Securities of any series are ready
for delivery, the Company may prepare and the Trustee, upon receipt of an
Authentication Order, shall authenticate temporary Securities of that series.
Temporary Securities shall be substantially in the form of certificated
Securities of that series but may have variations that the Company considers
appropriate for temporary Securities of that series and as shall be reasonably
acceptable to the Trustee. Without 

-15-

unreasonable delay, the Company shall prepare and the Trustee shall authenticate
definitive Securities of any series in exchange for temporary Securities of that
series.

Holders of temporary Securities of any series shall be entitled to all
of the benefits of this Indenture.

(b) Except for transfers made in accordance with Section 2.07, a Global
Security deposited with the Depositary or with the Trustee as custodian for the
Depositary shall be transferred to the beneficial owners thereof in the form of
certificated Securities of that series in definitive form only if such transfer
complies with Section 2.07 and (i) the Depositary notifies the Company that it
is unwilling or unable to continue as Depositary for such Global Security or if
at any time such Depositary ceases to be a "clearing agency" registered under
the Exchange Act and a successor Depositary is not appointed by the Company
within 90 days of such notice, or (ii) an Event of Default has occurred and is
continuing.

(c) Any Global Security of any series or interest thereon that is
transferable to the beneficial owners thereof in the form of certificated
Securities of that series in definitive form shall, if held by the Depository,
be surrendered by the Depositary to the Trustee, without charge, and the Trustee
shall authenticate and deliver, upon such transfer of each portion of such
Global Security of that series, an equal aggregate principal amount of
Securities of that series of authorized denominations in the form of
certificated Securities of that series in definitive form. Any portion of a
Global Security transferred pursuant to this Section shall be executed,
authenticated and delivered only in denominations of $1,000 and any integral
multiple thereof and registered in such names as the Depositary shall direct.

(d) Prior to any transfer pursuant to Section 2.11(b), the registered
holder of a Global Security of any series may grant proxies and otherwise
authorize any Person, including Agent Members and Persons that may hold
interests through Agent Members, to take any action which a holder is entitled
to take under this Indenture or the Securities of that series.

(e)    The Company will make available to the Trustee a reasonable
supply of certificated Securities of any series in definitive form without
interest coupons.

Section 2.12  Cancellation. 

The Company at any time may deliver Securities of any series to the
Trustee for cancellation. The Registrar and Paying Agent shall forward to the
Trustee any Securities of any series surrendered to them for registration of
transfer, exchange or payment. The Trustee and no one else shall cancel
Securities of any series surrendered for registration of transfer, exchange,
payment, replacement or cancellation and shall destroy canceled Securities of
any series (subject to the record retention requirement of the Exchange Act).
Certification of the destruction of all canceled Securities shall be delivered
to the Company. The Company may not issue new Securities of any series to
replace Securities of such series that it has paid or that have been delivered
to the Trustee for cancellation.

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Section 2.13  Defaulted Interest. 

If the Company defaults in a payment of interest on Securities of any
series, it shall pay the defaulted interest in any lawful manner plus, to the
extent lawful, interest payable on the defaulted interest, to the Persons who
are Holders of such security on a subsequent special record date. The Company
shall notify the Trustee in writing of the amount of defaulted interest proposed
to be paid on each Security and the date of the proposed payment. The Company
shall fix or cause to be fixed each such special record date and payment date,
provided that no such special record date shall be less than 10 days prior to
the related payment date for such defaulted interest. At least 15 days before
the special record date, the Company (or, upon the written request of the
Company, the Trustee in the name and at the expense of the Company) shall mail
or cause to be mailed to Holders a notice that states the special record date,
the related payment date and the amount of such interest to be paid.

ARTICLE 3

REDEMPTION AND PREPAYMENT

Section 3.01  Applicability of Article. 

Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 2.02 for such Securities) in
accordance with this Article.

Section 3.02  Election to Redeem; Notice to Trustee. 

The election of the Company to redeem any Securities shall be evidenced
by a Board Resolution or in another manner specified as contemplated by Section
2.02 for such Securities. In case of any redemption at the election of the
Company of less than all the Securities of any series (including any such
redemption affecting only a single Security), the Company shall, at least 45
days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption
Date, of the principal amount of Securities of such series to be redeemed and,
if applicable, of the tenor of the Securities to be redeemed. In the case of any
redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction.

Section 3.03  Selection by Trustee of Securities to Be Redeemed. 

If less than all the Securities of any series are to be redeemed (unless
all the Securities of such series and of a specified tenor are to be redeemed or
unless such redemption affects only a single Security), the particular
Securities to be redeemed shall be selected not more than 45 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series
not previously called for redemption, by lot, or in the Trustee's discretion, on
a pro-rata basis, provided that the unredeemed portion of the principal amount
of any Security shall be in an authorized 

-17-

denomination (which shall not be less than the minimum authorized denomination)
for such Security. If less than all the Securities of such series and of a
specified tenor are to be redeemed (unless such redemption affects only a single
Security), the particular Securities to be redeemed shall be selected not more
than 45 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series and specified tenor not previously called for
redemption in accordance with the preceding sentence.

If any Security selected for partial redemption is converted in part
before termination of the conversion right with respect to the portion of the
Security so selected, the converted portion of such Security shall be deemed (so
far as may be) to be the portion selected for redemption. Securities which have
been converted during a selection of Securities to be redeemed shall be treated
by the Trustee as Outstanding for the purpose of such selection.

The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption as aforesaid and, in case of any Securities
selected for partial redemption as aforesaid, the principal amount thereof to be
redeemed.

The provisions of the two preceding paragraphs shall not apply with
respect to any redemption affecting only a single Security, whether such
Security is to be redeemed in whole or in part. In the case of any such
redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security.

For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Securities redeemed or to be redeemed only in part, to the
portion of the principal amount of such Securities which has been or is to be
redeemed.

Section 3.04  Notice of Redemption. 

At least 15 days but not more than 60 days before a Redemption Date, the
Company shall mail by first class mail a notice of redemption to each holder
whose Securities are to be redeemed.

The notice shall identify the Securities to be redeemed and shall state:

(1) the Redemption Date;

(2) the Redemption Price;

(3) if any Security of any series is being redeemed
in part, the portion of the principal amount of such Security to be redeemed and
that, after the Redemption Date, upon surrender of such Security, a new Security
or Securities of the same series in principal amount equal to the unredeemed
portion will be issued in the name of the holder thereof;

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(4) that Securities called for redemption must be
surrendered to the Paying Agent to collect the Redemption Price;

(5) that interest on Securities called for
redemption and for which funds have been set apart for payment, ceases to accrue
on and after the Redemption Date (unless the Company defaults in the payment of
the Redemption Price or the Paying Agent is prohibited from making such payment
pursuant to the terms of this Indenture);

(6) the paragraph of the Securities pursuant to
which the Securities called for redemption are being redeemed;

(7) the aggregate principal amount of Securities of
that series (if less than all) that are being redeemed;

(8) the CUSIP number of the Securities (provided
that the disclaimer permitted by Section 2.14 may be made);

(9) the name and address of the Paying Agent;

(10) that Securities called for redemption may be
converted at any time prior to the close of business on the last trading day
immediately preceding the Redemption Date and if not converted prior to the
close of business on such Redemption Date, the right of conversion will be lost;
and

(11) that in the case of Securities or portions
thereof called for redemption on a date that is also an Interest Payment Date,
the interest payment, due on such date shall be paid to the Person in whose name
the Security is registered at the close of business on the relevant Regular
Record Date.

The notice if mailed in the manner herein provided shall be conclusively
presumed to have been given, whether or not the holder receives such notice. In
any case, failure to give such notice by mail or any defect in the notice to the
holder of any Security designated for redemption as a whole or in part shall not
affect the validity of the proceedings for the redemption of any Security of
that series.

At the Company's request, the Trustee shall give notice of redemption in
the Company's name and at its expense.

Section 3.05  Deposit of Redemption Price. 

On or before the Redemption Date, the Company shall deposit with the
Trustee or with the Paying Agent money in immediately available funds sufficient
to pay the Redemption Price of and accrued interest on all Securities to be
redeemed on that date. The Trustee or the Paying Agent shall return to the
Company any money not required for that purpose.

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On and after the Redemption Date, unless the Company shall default in
the payment of the Redemption Price, interest will cease to accrue on the
principal amount of the Securities or portions thereof called for redemption and
for which funds have been set apart for payment and such Securities, or portions
thereof, shall cease after the close of business on the Business Day immediately
preceding the Redemption Date to be convertible into Common Stock and, except as
provided in this Section 3.05 and 8.04, to be entitled to any benefit or
security under this Indenture, and the holders thereof shall have no right in
respect of such Securities, or portions thereof, except the right to receive the
Redemption price thereof and unpaid interest, to (but excluding) the Redemption
Date. In the case of Securities or portions thereof redeemed on a Redemption
Date which is also an Interest Payment Date, the interest payment due on such
Interest Payment Date shall be paid to the Person in whose name the Security is
registered at the close of business on the relevant Regular Record Date.

Section 3.06  Securities Payable on Redemption Date. 

Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued interest
to the Redemption Date; provided, however, that, unless otherwise specified as
contemplated by Section 2.02, installments of interest whose Stated Maturity is
on or prior to the Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 3.07.

If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and any premium shall, until
paid, bear interest from the Redemption Date at the rate prescribed therefor in
the Security.

Section 3.07  Securities Redeemed in Part. 

Upon surrender of a Security that is redeemed in part only, the Company
shall issue and the Trustee shall authenticate and deliver to the holder of a
Security a new Security of the same series equal in principal amount to the
unredeemed portion of the Security surrendered, at the expense of the Company,
except as specified in Section 2.07.

Section 3.08  Conversion Arrangement on Call for Redemption. 

In connection with any redemption of Securities of any series, the
Company may arrange for the purchase and conversion of any Securities of that
series by an arrangement with one or more investment bankers or other purchasers
to purchase such Securities by paying to the Trustee in trust for the holders,
on or before the Redemption Date, an amount not less than the applicable
Redemption Price, together with interest accrued to the Redemption Date, of such
Securities. Notwithstanding anything to the contrary contained in this Article
III, the obligation of the Company 

-20-

to pay the Redemption Price of such Securities, together with interest accrued
to the Redemption Date, shall be deemed to be satisfied and discharged to the
extent such amount is so paid by the purchasers. If such an agreement is entered
into, a copy of which will be filed with the Trustee prior to the Redemption
Date, any Securities of that series not duly surrendered for conversion by the
holders thereof may, at the option of the Company, be deemed, to the fullest
extent permitted by law, acquired by such purchasers from such holders and
(notwithstanding anything to the contrary contained in Article XII) surrendered
by such purchasers for conversion, all as of immediately prior to the close of
business on the Redemption Date (and the right to convert any such Securities
shall be deemed to have been extended through such time), subject to payment of
the above amount as aforesaid. At the direction of the Company, the Trustee
shall hold and dispose of any such amount paid to it in the same manner as it
would monies deposited with it by the Company for the redemption of Securities
of that series. Without the Trustee's prior written consent, no arrangement
between the Company and such purchasers for the purchase and conversion of any
Securities of any series shall increase or otherwise affect any of the powers,
duties, responsibilities or obligations of the Trustee as set forth in this
Indenture, and the Company agrees to indemnify the Trustee from, and hold it
harmless against, any loss, liability or expense arising out of or in connection
with any such arrangement for the purchase and conversion of any Securities of
any series between the Company and such purchasers to which the Trustee has not
consented in writing, including the costs and expenses incurred by the Trustee
in the defense of any claim or liability arising out of or in connection with
the exercise or performance of any of its powers, duties, responsibilities or
obligations under this Indenture.

ARTICLE 4
COVENANTS

Section 4.01  Payment of Securities. 

The Company covenants and agrees for the benefit of each series of
Securities that it will pay or cause to be paid the principal of, premium, if
any, and interest on the Securities of that series in accordance with the terms
of the Securities of such series.

Section 4.02  Maintenance of Office or Agency. 

The Company shall maintain or cause to be maintained for any series of
Securities in The Borough of Manhattan, The City of New York, an office or
agency (which may be an office of the Trustee or an Affiliate of the Trustee,
Registrar or co-registrar) where Securities of any series may be surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of the Securities and this Indenture may be served.
The Company shall give prompt written notice to the Trustee of the location, and
any change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee.

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The Company may also from time to time designate one or more other
offices or agencies where Securities of any series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency
in The Borough of Manhattan, The City of New York for such purposes. The Company
shall give prompt written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other office or agency.

The Company hereby designates the Corporate Trust Office of the Trustee
as one such office or agency of the Company in accordance with Section 2.03.

Section 4.03  Compliance Certificate. 

(a) The Company shall deliver to the Trustee, within 90 days after the
end of each fiscal year, an Officers' Certificate stating that a review of the
activities of the Company and its Subsidiaries during the preceding fiscal year
has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge the Company
has kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is not in default in the performance or observance of any of
the terms, provisions and conditions of this Indenture (or, if a Default or
Event of Default shall have occurred, describing all such Defaults or Events of
Default of which he or she may have knowledge and what action the Company is
taking or proposes to take with respect thereto) and that to the best of his or
her knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest, if any, on the Securities
is prohibited or if such event has occurred, a description of the event and what
action the Company is taking or proposes to take with respect thereto.

(b) The Company shall, so long as any of the Securities are outstanding,
deliver to the Trustee, forthwith upon any Officer becoming aware of any Default
or Event of Default, an Officers' Certificate specifying such Default or Event
of Default and what action the Company is taking or proposes to take with
respect thereto.

Any failure of the Company to take any action within a period of time
explicitly or implicitly required by this Section 4.04 or Section 4.03 should be
deemed cured upon the Company's taking such action.

Section 4.04  Taxes. 

The Company shall pay, and shall cause each of its Subsidiaries to pay,
prior to delinquency, all material taxes, assessments, and governmental levies
except such as are contested in good faith and by appropriate proceedings or
where the failure to effect such payment is not adverse in any material respect
to the Holders of the Securities.

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Section 4.05  Stay, Extension and Usury Laws. 

The Company covenants (to the extent that it may lawfully do so) that it
shall not at any time insist upon, plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay, extension or usury law wherever
enacted, now or at any time hereafter in force, that may affect the covenants or
the performance of this Indenture; and the Company hereby expressly waives all
benefit or advantage of any such law, and covenants that it shall not, by resort
to any such law, hinder, delay or impede the execution of any power herein
granted to the Trustee, but shall suffer and permit the execution of every such
power as though no such law has been enacted.

Section 4.06  Corporate Existence. 

Subject to Article 5 hereof, the Company shall do or cause to be done
all things necessary to preserve and keep in full force and effect (i) its
corporate existence, and the corporate, partnership or other existence of each
of its Subsidiaries, in accordance with the respective organizational documents
(as the same may be amended from time to time) of the Company or any such
Subsidiary and (ii) the rights (charter and statutory), licenses and franchises
of the Company and its Subsidiaries; provided, however, that the Company shall
not be required to preserve any such right, license or franchise, or the
corporate, partnership or other existence of any of its Subsidiaries, if the
Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and its Subsidiaries,
taken as a whole, and that the loss thereof is not adverse in any material
respect to the Holders of the Securities.

Section 4.07  Money for Securities Payments To Be Held in Trust. 

If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it will, on or before each due date of the
principal of or any premium or interest on any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal and any premium and interest so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as herein
provided and will promptly notify the Trustee of its action or failure so to
act.

Whenever the Company shall have one or more Paying Agents for any series
of Securities, it will, on or prior to each due date of the principal of or any
premium or interest on any Securities of that series, deposit with a Paying
Agent a sum sufficient to pay such amount, such sum to be held as provided by
the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of its action or failure so to act.

The Company will cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will (1) comply with the provisions of
the Trust Indenture Act applicable to it as a Paying Agent and (2) during the
continuance of any default by the Company (or any other obligor upon the
Securities of that series) in the making of any payment in respect of the
Securities of that series, upon the written request of 

-23-

the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying
Agent for payment in respect of the Securities of that series.

The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of or any premium or
interest on any Security of any series and remaining unclaimed for a period
ending on the earlier of the date that is ten Business Days prior to the date
such money would escheat to the State or two years after such principal, premium
or interest has become due and payable shall be paid to the Company on Company
Request, or (if then held by the Company) shall be discharged from such trust;
and the Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in a
newspaper published in the English language, customarily published on each
Business Day and of general circulation in each Place of Payment, notice that
such money remains unclaimed and that, after a date specified therein, which
shall not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Company.

Section 4.08  Taxes. The Company shall, and shall cause each of its subsidiaries
to, pay prior to delinquency all taxes, assessments and government levies;
provided, however, that the Company shall not be required to pay or cause to be
paid any such tax, assessment or levy (A) if the failure to do so will not, in
the aggregate, have a material adverse impact on the Company and its
subsidiaries taken as a whole, or (B) if the amount, applicability or validity
is being contested in good faith by appropriate proceedings.

Section 4.09  Reports by Company

The Company shall file with the Trustee and the Commission, and transmit
to Holders, such information, documents and other reports, and such summaries
thereof, as may be required pursuant to the Trust Indenture Act at the times and
in the manner provided pursuant to the Trust Indenture Act; provided that any
such information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the
Trustee within 15 days after the same is so required to be filed with the
Commission.

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Section 4.10  Waiver of Certain Covenants.

Except as otherwise specified as contemplated by Section 2.02 for
Securities of such series, the Company may, with respect to the Securities of
any series, omit in any particular instance to comply with any term, provision
or condition set forth in any covenant provided pursuant to Sections 2.02(19),
4.08 or 8.01(g) for the benefit of the Holders of such series if before the time
for such compliance the Holders of at least a majority in principal amount of
the Outstanding Securities of such series shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
term, provision or condition, but no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.

ARTICLE 5
SUCCESSORS

Section 5.01  Merger, Consolidation, or Sale of Assets. 

The Company shall not, directly or indirectly, consolidate or merge with
or into another Person (whether or not the Company is the surviving corporation)
or sell, assign, transfer, convey or otherwise dispose of all or substantially
all of its properties or assets, in one or more related transactions, to another
Person, unless (i) the Company is the surviving corporation or the Person formed
by or surviving any such consolidation or merger (if other than the Company) or
to which such sale, assignment, transfer, conveyance or other disposition shall
have been made is a corporation organized or existing under the laws of the
United States, any state thereof or the District of Columbia, (ii) the Person
formed by or surviving any such consolidation or merger (if other than the
Company) or the Person to which such sale, assignment, transfer, conveyance or
other disposition shall have been made assumes all the obligations of the
Company under the Securities and this Indenture pursuant to a supplemental
indenture in a form reasonably satisfactory to the Trustee, (iii) immediately
after such transaction no Default or Event of Default exists, and (iv) the
Company shall have delivered to the Trustee an Officer's Certificate stating
that such consolidation, merger, sale, assignment, transfer, conveyance or other
disposition complies with this Indenture. In addition, the Company shall not,
directly or indirectly, lease all or substantially all of its properties or
assets, in one or more related transactions, to any other Person. The provisions
of this Section 5.01 shall not be applicable to a sale, assignment, transfer,
conveyance or other disposition of assets by the Company to any of its
Subsidiaries.

Section 5.02  Successor Corporation Substituted. 

Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of the Company in accordance with Section 5.01 hereof, the successor corporation
formed by such consolidation or into or with which the Company is merged or to
which such sale, assignment, transfer, lease, conveyance or other disposition is
made shall succeed to, and be substituted for (so that from and after the date
of such 

-25-

consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the "Company" shall refer instead to
the successor corporation and not to the Company), and may exercise every right
and power of the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; provided, however, that
the predecessor Company shall not be relieved from the obligation to pay the
principal of and interest on the Securities except in the case of a sale of all
of the Company's assets that meets the requirements of Section 5.01 hereof.

ARTICLE 6
DEFAULTS AND REMEDIES

Section 6.01  Events of Default. 

An "Event of Default" occurs if:

(a) the Company defaults in the payment when due of interest on
Securities of any series and such default continues for a period of 30 days;

(b) the Company defaults in the payment when due of principal of or
premium, if any, on the Securities when the same becomes due and payable at
maturity, upon redemption (including in connection with an offer to purchase) or
otherwise;

(c) the Company defaults in the deposit of any sinking fund payment,
when and as due by the terms of a Security of that series.

(d) the Company fails to observe or perform any other covenant,
representation, warranty or other agreement in this Indenture (other than a
covenant or warranty which has expressly been included in the indenture solely
for the benefit of series of Securities other than that series) for 60 days
after notice to the Company by the Trustee or the Holders of at least 25% in
aggregate principal amount of the Securities of that series then outstanding
voting as a single class;

(e) within the meaning of Bankruptcy Law, the Company [or any of its
Significant Subsidiaries or any group of Subsidiaries that, taken as a whole,
would constitute a Significant Subsidiary]:

(i) commences a voluntary case,

(ii) consents to the entry of an order for relief against it in
an involuntary case,

(iii) consents to the appointment of a custodian of it or for
all or substantially all of its property,

(iv) makes a general assignment for the benefit of its
creditors, or

(v) generally is not paying its debts as they become due;

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(f)    a court of competent jurisdiction enters an order or decree under
any Bankruptcy Law that:

(i) is for relief against the Company [or any of its Significant
Subsidiaries or any group of Subsidiaries that, taken as a whole, would
constitute a Significant Subsidiary] in an involuntary case;

(ii) appoints a custodian of the Company [or any of its
Significant Subsidiaries or any group of Subsidiaries that, taken as a
whole, would constitute a Significant Subsidiary] or for all or
substantially all of the property of the Company [or any of its
Significant Subsidiaries or any group of Subsidiaries that, taken as a
whole, would constitute a Significant Subsidiary]; or

(iii) orders the liquidation of the Company [or any of its
Significant Subsidiaries or any group of Subsidiaries that, taken as a
whole, would constitute a Significant Subsidiary];

and the order or decree remains unstayed and in effect for 60 consecutive days,
or

(g) any other Event of Default provided with respect to Securities of
that series in the Board Resolution, supplemental indenture or Officers'
Certificate establishing that series.

Section 6.02  Acceleration. 

Unless the Board Resolution, supplemental indenture or Officers'
Certificate establishing such series provides otherwise, if any Event of Default
(other than an Event of Default specified in clause (e) or (f) of Section 6.01
hereof with respect to the Company, [any Significant Subsidiary or any group of
Significant Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary]) with respect to any series of securities at the time outstanding
occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Securities of that series may declare
the principal amount of all the Securities of that series (or, if any Securities
of that series are Original Issue Discount Securities, such portion of the
principal amount of such Securities as may be specified by the terms thereof) to
be due and payable immediately. Upon any such declaration, the principal amount
of the Securities of that series shall become due and payable immediately.
Notwithstanding the foregoing, if an Event of Default specified in clause (e) or
(f) of Section 6.01 hereof with respect to any series of securities at the time
outstanding occurs with respect to the Company, [any of its Significant
Subsidiaries or any group of Subsidiaries that, taken as a whole, would
constitute a Significant Subsidiary,] all outstanding principal amount of the
Securities of that series (or, if any Securities of that series are Original
Issue Discount Securities, such portion of the principal amount of such
Securities as may be specified by the terms hereof) shall be due and payable
immediately without further action or notice. The Holders of a majority in
aggregate principal amount of the then outstanding Securities of that series by
written notice to the Trustee may on behalf of all of the Holders rescind an
acceleration and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default (except nonpayment of
principal, interest or premium that has become due solely because of the
acceleration) have been cured or waived.

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Section 6.03  Other Remedies. 

If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy to collect the payment of principal, premium, if any, and
interest on the Securities or to enforce the performance of any provision of the
Securities or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of
the Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder of a Security in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

Section 6.04  Waiver of Past Defaults. 

Holders of not less than a majority in aggregate principal amount of the
then outstanding Securities of any series by notice to the Trustee may on behalf
of the Holders of all of the Securities of such series waive an existing Default
or Event of Default and its consequences hereunder, except a continuing Default
or Event of Default in the payment of the principal of, premium or interest on,
the Securities (including in connection with an offer to purchase) (provided,
however, that the Holders of a majority in aggregate principal amount of the
then outstanding Securities of such series may rescind an acceleration and its
consequences, including any related payment default that resulted from such
acceleration). Upon any such waiver, such Default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other Default or impair any right consequent thereon.

Section 6.05  Control by Majority. 

Holders of a majority in principal amount of the then outstanding
Securities of any series may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any
trust or power conferred on it relating to the Securities of that series.
However, the Trustee may refuse to follow any direction that conflicts with law
or this Indenture that the Trustee determines may be unduly prejudicial to the
rights of other Holders of Securities of that series or that may involve the
Trustee in personal liability.

Section 6.06  Limitation on Suits. 

No Holder of any Security of any series may pursue a remedy with respect
to this Indenture or the Securities of that series unless:

(a) the Holder of a Security gives to the Trustee written notice of a
continuing Event of Default with respect to the Securities of that series;

(b) the Holders of at least 25% in principal amount of the then
outstanding Securities of that series make a written request to the Trustee to
pursue the remedy;

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(c) such Holder of a Security or Holders of Securities offer and, if
requested, provide to the Trustee indemnity satisfactory to the Trustee against
any loss, liability or expense;

(d) the Trustee does not comply with the request within 60 days after
receipt of the request and the offer and, if requested, the provision of
indemnity; and

(e) during such 60-day period the Holders of a majority in principal
amount of the then outstanding Securities of that series do not give the Trustee
a direction inconsistent with the request.

A Holder of a Security of any series may not use this Indenture to
prejudice the rights of another Holder of a Security or to obtain a preference
or priority over another Holder of a Security of that series.

Section 6.07  Rights of Holders of Securities to Receive Payment. 

Notwithstanding any other provision of this Indenture, the right of any
Holder of a Security to receive payment of principal, premium and interest on
the Security, on or after the respective due dates expressed in the Security
(including in connection with an offer to purchase), or to bring suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of such Holder.

Section 6.08  Collection Suit by Trustee. 

If an Event of Default specified in Section 6.01(a) or (b) occurs and is
continuing with respect to a series of Securities, the Trustee is authorized to
recover judgment in its own name and as trustee of an express trust against the
Company for the whole amount of principal of, premium and interest remaining
unpaid on the Securities of that series and interest on overdue principal and,
to the extent lawful, interest and such further amount as shall be sufficient to
cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel.

Section 6.09  Trustee May File Proofs of Claim. 

The Trustee is authorized to file such proofs of claim and other papers
or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Securities allowed in any judicial proceedings relative to the
Company (or any other obligor upon the Securities), its creditors or its
property and shall be entitled and empowered to collect, receive and distribute
any money or other property payable or deliverable on any such claims and any
custodian in any such judicial proceeding is hereby authorized by each Holder to
make such payments to the Trustee, and in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07 hereof. To the extent that the
payment of any such compensation, expenses, disbursements and advances of the
Trustee, its agents 

-29-

and counsel, and any other amounts due the Trustee under Section 7.07 hereof out
of the estate in any such proceeding, shall be denied for any reason, payment of
the same shall be secured by a Lien on, and shall be paid out of, any and all
distributions, dividends, money, securities and other properties that the
Holders may be entitled to receive in such proceeding whether in liquidation or
under any plan of reorganization or arrangement or otherwise. Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any Holder,
or to authorize the Trustee to vote in respect of the claim of any Holder in any
such proceeding.

Section 6.10  Priorities. 

If the Trustee collects any money pursuant to this Article, it shall pay
out the money in the following order:

First: to the Trustee, its agents and attorneys for amounts due
under Section 7.07 hereof, including payment of all compensation,
expense and liabilities incurred, and all advances made, by the Trustee
and the costs and expenses of collection;

Second: to the payment of the amounts then due and unpaid for
principal of and any premium, if any, and interest on the Securities in
respect of which or for the benefit of which such money has been
collected, ratably, without preference or priority of any kind,
according to the amounts due and payable on such Securities for
principal and any premium, if any, and interest, respectively; and

Third: to the Company or to such party as a court of competent
jurisdiction shall direct.

The Trustee may fix a record date and payment date for any payment to
Holders of Securities of any series pursuant to this Section 6.10.

Section 6.11  Undertaking for Costs. 

In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section does not apply to a suit by the Trustee, a suit by a Holder of a
Security pursuant to Section 6.07 hereof, or a suit by Holders of more than 10%
in principal amount of the then outstanding Securities of any series.

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ARTICLE 7
TRUSTEE

Section 7.01  Duties of Trustee. 

(a) If an Event of Default has occurred and is continuing with respect
to Securities of any series, the Trustee shall exercise such of the rights and
powers vested in it by this Indenture, and use the same degree of care and skill
in its exercise, as a prudent person would exercise or use under the
circumstances in the conduct of such person's own affairs.

(b) Except during the continuance of an Event of Default:

(i) the duties of the Trustee shall be determined solely by the
express provisions of this Indenture and the Trustee need perform only
those duties that are specifically set forth in this Indenture and no
others, and no implied covenants or obligations shall be read into this
Indenture against the Trustee; and

(ii) in the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions
furnished to the Trustee and conforming to the requirements of this
Indenture. However, the Trustee shall examine the certificates and
opinions to determine whether or not they conform to the requirements of
this Indenture.

(c) The Trustee may not be relieved from liabilities for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

(i) this paragraph does not limit the effect of paragraph (b) of
this Section;

(ii) the Trustee shall not be liable for any error of judgment
made in good faith by a Responsible Officer, unless it is proved that
the Trustee was negligent in ascertaining the pertinent facts; and

(iii) the Trustee shall not be liable with respect to any action
it takes or omits to take in good faith in accordance with a direction
received by it pursuant to Section 6.05 hereof.

(d) Whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b), and (c) of this Section.

(e) No provision of this Indenture shall require the Trustee to expend
or risk its own funds or incur any liability. The Trustee shall be under no
obligation to exercise any of its rights and powers under this Indenture at the
request of any Holders, unless such Holder shall have offered to the Trustee
security and indemnity satisfactory to it against any loss, liability or
expense.

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(f) The Trustee shall not be liable for interest on any money received
by it except as the Trustee may agree in writing with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.

Section 7.02  Rights of Trustee. 

(a) The Trustee may conclusively rely upon any document believed by it
to be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in the document.

(b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel and the written advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection from liability in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.

(c) The Trustee may act through its attorneys and agents and shall not
be responsible for the misconduct or negligence of any agent appointed with due
care.

(d) The Trustee shall not be liable for any action it takes or omits to
take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.

(e) Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Company shall be sufficient if
signed by an Officer of the Company.

(f) The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders unless such Holders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
that might be incurred by it in compliance with such request or direction.

Section 7.03  Individual Rights of Trustee. 

The Trustee in its individual or any other capacity may become the owner
or pledgee of Securities and may otherwise deal with the Company or any
Affiliate of the Company with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the SEC for
permission to continue as trustee or resign. Any Agent may do the same with like
rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.04  Trustee's Disclaimer. 

The Trustee shall not be responsible for and makes no representation as
to the validity or adequacy of this Indenture or the Securities of any series,
it shall not be accountable for the Company's use of the proceeds from the
Securities of any series or any money paid to the Company 

-32-

or upon the Company's direction under any provision of this Indenture, it shall
not be responsible for the use or application of any money received by any
Paying Agent other than the Trustee, and it shall not be responsible for any
statement or recital herein or any statement in the Securities of any series or
any other document in connection with the sale of the Securities of any series
or pursuant to this Indenture other than its certificate of authentication.

Section 7.05  Notice of Defaults. 

If a Default or Event of Default occurs and is continuing and if it is
known to the Trustee, the Trustee shall mail to Holders of Securities of such
series a notice of the Default or Event of Default within 90 days after it
occurs. Except in the case of a Default or Event of Default in payment of
principal of, premium, if any, or interest on any Security of such series, the
Trustee may withhold the notice if and so long as a committee of its Responsible
Officers in good faith determines that withholding the notice is in the
interests of the Holders of the Securities of such series.

Section 7.06  Reports by Trustee to Holders of the Securities.

Within 60 days after each May 15 beginning with the May 15 following the
date of this Indenture, and for so long as Securities of any series remain
outstanding, the Trustee shall mail to the Holders of the Securities of such
series a brief report dated as of such reporting date that complies with TIA
Section 313(a) (but if no event described in TIA Section 313(a) has occurred
within the twelve months preceding the reporting date, no report need be
transmitted). The Trustee also shall comply with TIA Section 313(b)(2). The
Trustee shall also transmit by mail all reports as required by TIA Section
313(c).

A copy of each report at the time of its mailing to the Holders of
Securities of any series shall be mailed to the Company and filed with the SEC
and each stock exchange on which the Securities of such series are listed in
accordance with TIA Section 313(d). The Company shall promptly notify the
Trustee when the Securities of such series are listed on any stock exchange.

Section 7.07  Compensation and Indemnity. 

The Company shall pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder, as the
parties shall agree in writing from time to time. The Trustee's compensation
shall not be limited by any law on compensation of a trustee of an express
trust. The Company shall reimburse the Trustee promptly upon request for all
reasonable disbursements, advances and expenses incurred or made by it in
addition to the compensation for its services. Such expenses shall include the
reasonable compensation, disbursements and expenses of the Trustee's agents and
counsel.

The Company shall indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the
costs and expenses of enforcing this Indenture against the Company (including
this Section 7.07) and defending itself against any claim (whether asserted by
the Company or any Holder or any other person) or liability in connection with
the exercise or 

-33-

performance of any of its powers or duties hereunder, except to the extent any
such loss, liability or expense may be attributable to its negligence or bad
faith. The Trustee shall notify the Company promptly of any claim for which it
may seek indemnity. Failure by the Trustee to so notify the Company shall not
relieve the Company of its obligations hereunder. The Company shall defend the
claim and the Trustee shall cooperate in the defense. The Trustee may have
separate counsel and the Company shall pay the reasonable fees and expenses of
such counsel. The Company need not pay for any settlement made without its
consent, which consent shall not be unreasonably withheld.

The obligations of the Company under this Section 7.07 shall survive the
satisfaction and discharge of this Indenture.

To secure the Company's payment obligations in this Section, the Trustee
shall have a Lien prior to the Securities of any series on all money or property
held or collected by the Trustee, except that held in trust to pay principal and
interest on particular Securities. Such Lien shall survive the satisfaction and
discharge of this Indenture.

When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(e) or (f) hereof occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

The Trustee shall comply with the provisions of TIA Section 313(b)(2) to
the extent applicable.

Section 7.08  Replacement of Trustee. 

A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section.

The Trustee may resign in writing at any time and be discharged from the
trust hereby created by so notifying the Company. The Holders of a majority in
principal amount of the then outstanding Securities of any series may remove the
Trustee by so notifying the Trustee and the Company in writing. The Company may
remove the Trustee if:

(a) the Trustee fails to comply with Section 7.10 hereof;

(b) the Trustee is adjudged a bankrupt or an insolvent or an order for
relief is entered with respect to the Trustee under any Bankruptcy Law;

(c) a custodian or public officer takes charge of the Trustee or its
property; or

(d) the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding 

-34-

Securities may appoint a successor Trustee to replace the successor Trustee
appointed by the Company.

If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, or
the Holders of at least 10% in principal amount of the then outstanding
Securities of such series may petition any court of competent jurisdiction for
the appointment of a successor Trustee.

If the Trustee, after written request by any Holder who has been a
Holder for at least six months, fails to comply with Section 7.10, such Holder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee, provided all sums owing to the
Trustee hereunder have been paid and subject to the Lien provided for in Section
7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.07 hereof shall continue for the
benefit of the retiring Trustee.

Section 7.09  Successor Trustee by Merger, etc.

If the Trustee consolidates, merges or converts into, or transfers all
or substantially all of its corporate trust business (including the trust
created by this Indenture) to, another corporation, the successor corporation
without any further act shall be the successor Trustee.

Section 7.10  Eligibility; Disqualification. 

There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has (or if the Trustee is a subsidiary of a bank holding
company, its parent shall have) a combined capital and surplus of at least $100
million as set forth in its most recent published annual report of condition.

This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to
TIA Section 310(b).

Section 7.11  Preferential Collection of Claims Against Company. 

The Trustee is subject to TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

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ARTICLE 8
AMENDMENT, SUPPLEMENT AND WAIVER

Section 8.01  Without Consent of Holders of Securities. 

The Company and the Trustee may amend this Indenture or the Securities
or enter into one or more indentures supplement hereto without notice to or the
consent of any holder of a Security for any series for the purposes of:

(a) curing any ambiguity or correcting or supplementing any defective or
inconsistent provision contained in this Indenture or making any other changes
in the provisions of this Indenture which the Company and the Trustee may deem
necessary or desirable provided such amendment does not materially and adversely
affect the legal rights under the Indenture of the holders of Securities;

(b) evidencing the succession of another Person to the Company and
providing for the assumption by such successor of the covenants of the Company
thereunder and in the Securities of any series as permitted by Section 5.01;

(c) to add any additional covenants or Events of Default for the benefit
of the holders of all or any series of Securities (and if such additional
covenants or Events of Default are to be for the benefit of less than all series
of Securities, stating that such additional Events of Default are expressly
being included solely for the benefit of such series);

(d) to add to or change any of the provisions of this Indenture to such
extent as shall be necessary to permit or facilitate the issuance of Securities
in bearer form, registrable or not registrable as to principal, and with or
without interest coupons, or to permit or facilitate the issuance of Securities
in uncertificated form;

(e) to add to, change or eliminate any of the provisions of this
Indenture in respect of one or more series of Securities, provided that any such
addition, change or elimination (A) shall neither (i) apply to any Security of
any series created prior to the execution of such supplemental indenture and
entitled to the benefit of such provision nor (ii) modify the rights of the
Holder of any such Security with respect to such provision or (B) shall become
effective only when there is no such Security Outstanding;

(f) to secure the Securities;

(g) to establish the form or terms of Securities of any series as
permitted by Sections 2.01 and 2.02;

(h) to evidence and provide for the acceptance of appointment hereunder
by a successor Trustee with respect to the Securities of one or more series and
to add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, pursuant to the requirements of Section
7.08;

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(i) to make provision with respect to the conversion rights of Holders
pursuant to the requirements of Article XII, including providing for the
conversion of the securities into any security (other than the Common Stock of
the Company) or property of the Company; or

(j) to supplement any of the provisions of the Indenture to such extent
as shall be necessary to permit or facilitate the defeasance and discharge of
any series of Securities pursuant to Articles VIII and XIV, provided that any
such action shall not adversely affect the interests of the Holders of
Securities of such series or any other series of Securities in any material
respect.

Section 8.02  With Consent of Holders of Securities. 

Subject to Section 6.07, the Company and the Trustee may amend this
Indenture or the Securities or enter into one or more indentures supplement
hereto with the written consent of the holders of at least a majority in
principal amount of the then outstanding Securities of such series (including
consents obtained in connection with a tender offer or exchange offer for
Securities of that series).

Subject to Sections 6.04 and 6.07, the holders of a majority in
principal amount of the Securities then outstanding may also waive compliance in
a particular instance by the Company with any provision of this Indenture or the
Securities of any series.

However, without the consent of each holder of a Security of any series
affected, an amendment or waiver under this Section may not (with respect to any
Securities of such series held by a non-consenting holder):

(a) change the Stated Maturity of the principal of, or any installment
of principal of or interest on, any Security, or reduce the principal amount
thereof or the rate of interest thereon or any premium payable upon the
redemption thereof, or reduce the amount of the principal of an Original Issue
Discount Security or any other Security which would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 6.02, or
change any Place of Payment where, or the coin or currency in which, any
Security or any premium or interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof (or, in the case of redemption, on or after the Redemption
Date), or modify the provisions of this Indenture with respect to the
subordination of such series of Securities in a manner adverse to the holders of
Securities of such series, or, in the case of Securities of any series that are
convertible into Securities or other securities of the Company, adversely affect
the right of holders to convert any of the Securities of such series other than
as provided in or pursuant to this Indenture;

(b) reduce the percentage in principal amount of the outstanding
Securities of any series, the consent of whose holders is required for any such
supplemental indenture, or the consent of whose holders is required for any
waiver (of compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences) provided for in this Indenture;

(c) modify any of the provisions of this Section, Section 4.10 or
Section 6.04, except to increase any such percentage or to provide that certain
other provisions of this Indenture cannot be 

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modified or waived without the consent of the holder of each Outstanding
Security affected thereby; provided, however, that this clause shall not be
deemed to require the consent of any holder with respect to changes in the
references to "the Trustee" and concomitant changes in this Section and Section
4.09, or the deletion of this proviso, in accordance with the requirements of
Sections 7.08 and 9.01(h); or

(d) if applicable, make any change that adversely affects the right to
convert any security as provided in Article XII or pursuant to Section 2.02
(except as permitted by Section 9.01(i)) or decrease the conversion rate or
increase the conversion price of any such security.

A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture which has expressly been included solely for
the benefit of one or more particular series of Securities, or which modifies
the rights of the Holders of Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

To secure a consent of the holders of Securities under this Section, it
shall not be necessary for such holders to approve the particular form of any
proposed amendment or waiver, but it shall be sufficient if such consent
approves the substance thereof.

After an amendment or waiver under this Section becomes effective, the
Company shall mail to holders of Securities of such series affected by the
amendment or waiver a notice briefly describing the amendment or waiver.

In order to amend any provisions of Article XI, holders of at least 75%
in aggregate principal amount of Securities of any series then outstanding must
consent to such amendment if such amendment would adversely affect the rights of
holders of Securities of such series.

Section 8.03  Compliance with Trust Indenture Act. 

Every amendment or supplement to this Indenture or the Securities shall
be set forth in an amended or supplemental Indenture that complies with the TIA
as then in effect.

Section 8.04  Revocation and Effect of Consents. 

Until an amendment, supplement or waiver becomes effective, a consent to
it by a Holder of a Security of any series is a continuing consent by the Holder
and every subsequent Holder of a Security or portion of a Security that
evidences the same debt as the consenting Holder's Security, even if notation of
the consent is not made on any Security. However, any such Holder or subsequent
holder may revoke the consent as to his or her Security or portion of a Security
if the Trustee receives the notice of revocation before the date on which the
Trustee receives an Officers' Certificate certifying that the Holders of the
requisite principal amount of Securities have consented to the amendment or
waiver.

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The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders of Securities of any series entitled to
consent to any amendment or waiver. If a record date is fixed, then
notwithstanding the provisions of the immediately preceding paragraph, those
Persons who were holders of Securities of such series at such record date (or
their duly designated proxies), and only those Persons, shall be entitled to
consent to such amendment or waiver or to revoke any consent previously given,
whether or not such Persons continue to be Holders after such record date. No
consent shall be valid or effective for more than 90 days after such record date
unless consents from Holders of the principal amount of Securities of such
series required hereunder for such amendment or waiver to be effective shall
have also been given and not revoked within such 90-day period.

After an amendment, supplement or waiver becomes effective it shall bind
every Holder of a Security of that series, unless it is of the type described in
clauses (a) through (d) of Section 9.02. In such case, the amendment or waiver
shall bind each holder of a Security who has consented to it and every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder's Security.

Section 8.05  Notation on or Exchange of Securities.

Securities of any series authenticated and delivered after the execution
of any supplemental indenture pursuant to this Article VIII may, and shall if
required by the Trustee, bear a notation in the form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Company shall
so determine, new Securities of any series so modified as to conform, in the
opinion of the Company and the Trustee, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for outstanding Securities of such series without charge to
the Holders of the Securities of such series, except as specified in Section
2.07.

Section 8.06  Effect of Supplemental Indentures. 

Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

Section 8.07  Trustee Protected. 

The Trustee shall sign any amendment or supplemental indenture
authorized pursuant to this Article VIII if such amendment or supplemental
indenture does not adversely affect the rights, duties, liabilities or
immunities of the Trustee. If it does, the Trustee may, but need not, sign it.
In signing such amendment or supplemental indenture, the Trustee shall be
entitled to receive, and shall be fully protected in relying upon, an Officers'
Certificate and an Opinion of Counsel as conclusive evidence that such amendment
or supplemental indenture is authorized or permitted by this Indenture, that it
is not inconsistent herewith, and that it will be valid and binding upon the
Company in accordance with its terms.

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Section 8.08  Subordination Unimpaired. 

No provision in any supplemental indenture that affects the superior
position of the holders of Senior Debt shall be effective against holders of
Senior Debt.

ARTICLE 9
MISCELLANEOUS

Section 9.01  Trust Indenture Act Controls. 

If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by TIA Section 318(c), the imposed duties shall control.

Section 9.02  Notices. 

Any notice or communication by the Company or the Trustee to the others
is duly given if in writing and delivered in Person or mailed by first class
mail (registered or certified, return receipt requested), telex, telecopier or
overnight air courier guaranteeing next day delivery, to the others' address:

If to the Company:

Amkor Technology, Inc.
1345 Enterprise Drive
West Chester, Pennsylvania  19380
Telecopier No.: (610) 431-3990
Attention: Chief Financial Officer

With a copy to:

Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto, California  94304
Telecopier No.: (650) 493-6811
Attention: Bruce McNamara

If to the Trustee:

State Street Bank and Trust Company
2 Avenue de Lafayette, 6th Fl.
Boston, Massachusetts  02111
Telecopier No.: (617) 662-1465
Attention: Corporate Trust Administration
(Amkor Technology, Inc. -- Senior Debt Securities)

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The Company or the Trustee, by notice to the others may designate
additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders) shall
be deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when answered back, if telexed; when receipt acknowledged,
if telecopied; and the next Business Day after timely delivery to the courier,
if sent by overnight air courier guaranteeing next day delivery. Notwithstanding
the foregoing, notices to the Trustee shall be effective only upon receipt by a
Responsible Officer.

Any notice or communication to a Holder shall be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication shall also be so mailed to any
Person described in TIA Section 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it shall
not affect its sufficiency with respect to other Holders.

If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.

If the Company mails a notice or communication to Holders, it shall mail
a copy to the Trustee and each Agent at the same time.

Section 9.03  Communication by Holders of Securities with Other Holders of 
Securities. 

Holders of any series may communicate pursuant to TIA Section 312(b)
with other Holders of such series with respect to their rights under this
Indenture or the Securities. The Company, the Trustee, the Registrar and anyone
else shall have the protection of TIA Section 312(c).

Section 9.04  Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:

(a) an Officers' Certificate in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 9.05 hereof) stating that, in the opinion of the signers, all conditions
precedent and covenants, if any, provided for in this Indenture relating to the
proposed action have been satisfied; and

(b) an Opinion of Counsel in form and substance reasonably satisfactory
to the Trustee (which shall include the statements set forth in Section 9.05
hereof) stating that, in the opinion of such counsel, all such conditions
precedent and covenants have been satisfied.

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Section 9.05  Statements Required in Certificate or Opinion. 

Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA Section 314(a)(4)) shall comply with the provisions of TIA
Section 314(e) and shall include:

(a) a statement that the Person making such certificate or opinion has
read such covenant or condition;

(b) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;

(c) a statement that, in the opinion of such Person, he or she has made
such examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
satisfied; and

(d) a statement as to whether or not, in the opinion of such Person,
such condition or covenant has been satisfied.

Section 9.06  Rules by Trustee and Agents. 

The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

Section 9.07  No Personal Liability of Directors, Officers, Employees and 
Stockholders. 

No past, present or future director, officer, employee, incorporator or
stockholder of the Company, as such, shall have any liability for any
obligations of the Company under the Securities, this Indenture or for any claim
based on, in respect of, or by reason of, such obligations or their creation.
Each Holder by accepting a Security waives and releases all such liability. The
waiver and release are part of the consideration for issuance of the Securities.

Section 9.08   Governing Law, Consent to Jurisdiction and Service of Process

THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE AND THE SECURITIES WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 9.09  Agent for Service; Submission to Jurisdiction. 

Each of the parties hereto irrevocably agrees that any suit, action or
proceeding arising out of or relating to this Indenture or the Securities of any
series, or brought under federal or state securities laws or brought by the
Trustee, may be instituted in any federal or state court in the State of New

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York, borough of Manhattan. The Company has irrevocably appointed CT Corporation
System, located at 111 Eighth Avenue, New York, N.Y. 10011 as its agent (the
"Authorized Agent") for service of process in any suit, action or proceeding
arising out of or relating to this Indenture and the Securities, or brought
under federal or state securities laws or brought by the Trustee, that may be
instituted in federal or state courts in the State of New York, borough of
Manhattan. The Company expressly consents to the jurisdiction of any such court
in respect of such action and waives any other requirements or objections to
personal jurisdiction with respect thereto. Such appointment shall be
irrevocable unless and until replaced by an agent reasonably acceptable to the
Trustee. The Company agrees to take any and all action, including the filing of
any and all documents and instruments that may be necessary to continue such
appointment in full force and effect as aforesaid. Service of process upon the
Authorized Agent and written notice of such service to the Company shall be
deemed, in every respect, effective service of process upon the Company.

Section 9.10  Successors. 

All agreements of the Company in this Indenture and the Securities shall
bind its successors. All agreements of the Trustee in this Indenture shall bind
its successors.

Section 9.11  Severability. 

In case any provision in this Indenture or in the Securities of any
series shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

Section 9.12  Counterpart Originals. 

The parties may sign any number of copies of this Indenture. Each signed
copy shall be an original, but all of them together represent the same
agreement.

Section 9.13  Table of Contents, Headings, etc. 

The Table of Contents, Cross-Reference Table and Headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part of this Indenture and shall in
no way modify or restrict any of the terms or provisions hereof.

Section 9.14  Designated Senior Debt. 

The Securities of any series under this Indenture shall be "Designated
Senior Debt" for purposes of the indenture governing the Company's 5.75%
Convertible Subordinated Notes due 2006, 5.00% Convertible Subordinated Notes
due 2007 and the 10.50% Senior Subordinated Notes due 2009.

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ARTICLE 10
SINKING FUNDS

Section 10.01  Applicability of Article. 

The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of any series except as otherwise specified as
contemplated by Section 2.02 for such Securities.

The minimum amount of any sinking fund payment provided for by the terms
of any Securities is herein referred to as a "mandatory sinking fund payment,"
and any payment in excess of such minimum amount provided for by the terms of
such Securities is herein referred to as an "optional sinking fund payment." If
provided for by the terms of any Securities, the cash amount of any sinking fund
payment may be subject to reduction as provided in Section 10.02. Each sinking
fund payment shall be applied to the redemption of Securities as provided for by
the terms of such Securities.

Section 10.02  Satisfaction of Sinking Fund Payments with Securities. 

The Company (1) may deliver Outstanding Securities of a series (other
than any previously called for redemption) and (2) may apply as a credit
Securities of a series which have been redeemed either at the election of the
Company pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to any Securities of such series required to be made
pursuant to the terms of such Securities as and to the extent provided for by
the terms of such Securities; provided that the Securities to be so credited
have not been previously so credited. The Securities to be so credited shall be
received and credited for such purpose by the Trustee at the Redemption Price,
as specified in the Securities so to be redeemed, for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly.

Section 10.03  Redemption of Securities for Sinking Fund. 

Not less than 60 days prior to each sinking fund payment date for any
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for such
Securities pursuant to the terms of such Securities, the portion thereof, if
any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities pursuant to
Section 10.02 and will also deliver to the Trustee any Securities to be so
delivered. Not less than 30 days prior to each such sinking fund payment date,
the Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 3.03 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 3.04. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 3.05 and 3.07.

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ARTICLE 11
DEFEASANCE AND COVENANT DEFEASANCE

Section 11.01  Company's Option to Effect Defeasance or Covenant Defeasance. 

The Company may elect, at its option at any time, to have Section 11.02
or Section 11.03 applied to any Securities or any series of Securities, as the
case may be, designated pursuant to Section 2.02 as being defeasible pursuant to
such Section 11.02 or 11.03, in accordance with any applicable requirements
provided pursuant to Section 2.02 and upon compliance with the conditions set
forth below in this Article. Any such election shall be evidenced by a Board
Resolution or in another manner specified as contemplated by Section 2.02 for
such Securities.

Section 11.02  Defeasance and Discharge. 

Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be, the
Company shall be deemed to have been discharged from its obligations with
respect to such Securities as provided in this Section on and after the date the
conditions set forth in Section 11.04 are satisfied (hereinafter called
"Defeasance"). For this purpose, such Defeasance means that the Company shall be
deemed to have paid and discharged the entire indebtedness represented by such
Securities and to have satisfied all its other obligations under such Securities
and this Indenture insofar as such Securities are concerned (and the Trustee, at
the expense of the Company, shall execute proper instruments acknowledging the
same), subject to the following which shall survive until otherwise terminated
or discharged hereunder:

(1) the rights of Holders of such Securities to receive, solely
from the trust fund described in Section 11.04 and as more fully set
forth in such Section, payments in respect of the principal of and any
premium and interest on such Securities when payments are due,

(2) the Company's obligations with respect to such Securities
under Sections 2.07, 2.08, 2.11, 4.02 and 4.07, and, if applicable,
Article 12,

(3) the rights, powers, trusts, duties and immunities of the
Trustee hereunder, and

(4) this Article.

Subject to compliance with this Article, the Company may exercise its
option (if any) to have this Section applied to any Securities notwithstanding
the prior exercise of its option (if any) to have Section 11.03 applied to such
Securities.

Section 11.03  Covenant Defeasance. 

Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be,

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(1) the Company shall be released from its obligations under
Section 4.08 and any covenants provided pursuant to Sections 2.02(19),
6.01(d) or 6.01(g) or for the benefit of the Holders of such Securities
and

(2) the occurrence of any event specified in Section 6.01(d)
(with respect to any of Section 4.08 and any such covenants provided
pursuant to Section 2.02(19), 6.01(d) or 6.01(g) shall be deemed not to
be or result in an Event of Default,

in each case with respect to such Securities or any series of Securities as
provided in this Section on and after the date the conditions set forth in
Section 11.04 are satisfied (hereinafter called "Covenant Defeasance"). For this
purpose, such Covenant Defeasance means that, with respect to such Securities,
the Company may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such specified Section (to
the extent so specified in the case of Section 6.01(d), whether directly or
indirectly by reason of any reference elsewhere herein to any such Section or by
reason of any reference in any such Section to any other provision herein or in
any other document, but the remainder of this Indenture and such Securities
shall be unaffected thereby.

Section 11.04  Conditions to Defeasance or Covenant Defeasance. 

The following shall be the conditions to the application of Section
11.02 or Section 11.03 to any Securities or any series of Securities, as the
case may be:

(1) The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee which satisfies the
requirements contemplated by Section 7.10 and agrees to comply with the
provisions of this Article applicable to it) as trust funds in trust for
the purpose of making the following payments, specifically pledged as
security for, and dedicated solely to, the benefits of the Holders of
such Securities,

(A) in the case of Securities of a series denominated in
currency of the United States of America,

(i) cash in currency of the United States of
America in an amount, or

(ii) U.S. Government Obligations which through the
scheduled payment of principal and interest in respect
thereof in accordance with their terms will provide, not
later than one day before the due date of any payment, an
amount in cash, or

(iii) a combination thereof, or

(B) in the case of Securities of a series denominated in
currency other than that of the United States of America,

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(i) cash in the currency in which such series of
Securities is denominated in an amount, or

(ii) Foreign Government Obligations which through
the scheduled payment of principal and interest in respect
thereof in accordance with their terms will provide, not
later than one day before the due date of any payment, an
amount in cash, or

(iii) a combination thereof,

in each case sufficient, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay and discharge, and which shall
be applied by the Trustee (or any such other qualifying trustee) to pay
and discharge, the principal of and any premium and interest on such
Securities on the respective Stated Maturities, in accordance with the
terms of this Indenture and such Securities.

(2) In the event of an election to have Section 11.02 apply to
any Securities or any series of Securities, as the case may be, the
Company shall have delivered to the Trustee an Opinion of Counsel
stating that (A) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling or (B) since the
date of this instrument, there has been a change in the applicable
Federal income tax law, in either case (A) or (B) to the effect that,
and based thereon such opinion shall confirm that, the Holders of such
Securities will not recognize gain or loss for Federal income tax
purposes as a result of the deposit, Defeasance and discharge to be
effected with respect to such Securities and will be subject to Federal
income tax on the same amount, in the same manner and at the same times
as would be the case if such deposit, Defeasance and discharge were not
to occur.

(3) In the event of an election to have Section 11.03 apply to
any Securities or any series of Securities, as the case may be, the
Company shall have delivered to the Trustee an Opinion of Counsel to the
effect that the Holders of such Securities will not recognize gain or
loss for Federal income tax purposes as a result of the deposit and
Covenant Defeasance to be effected with respect to such Securities and
will be subject to Federal income tax on the same amount, in the same
manner and at the same times as would be the case if such deposit and
Covenant Defeasance were not to occur.

(4) The Company shall have delivered to the Trustee an Officers'
Certificate to the effect that neither such Securities nor any other
Securities of the same series, if then listed on any securities
exchange, will be delisted as a result of such deposit.

(5) No event which is, or after notice or lapse of time or both
would become, an Event of Default with respect to such Securities or any
other Securities shall have occurred and be continuing at the time of
such deposit or, with regard to any such event specified in Sections
6.01(e) and (f), at any time on or prior to the 90th day after the date
of such deposit 

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(it being understood that this condition shall not be deemed satisfied
until after such 90th day).

(6) Such Defeasance or Covenant Defeasance shall not cause the
Trustee to have a conflicting interest within the meaning of the Trust
Indenture Act (assuming all Securities are in default within the meaning
of such Act).

(7) Such Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute a default under, any other
agreement or instrument to which the Company is a party or by which it
is bound.

(8) Such Defeasance or Covenant Defeasance shall not result in
the trust arising from such deposit constituting an investment company
within the meaning of the Investment Company Act unless such trust shall
be registered under such Act or exempt from registration thereunder.

(9) The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent with respect to such Defeasance or Covenant Defeasance have
been complied with.

Section 11.05  Deposited Money, U.S. Government Obligations and Foreign 
Government Obligations to be Held in Trust; Miscellaneous Provisions.

Subject to the provisions of the last paragraph of Section 4.07, all
money, U.S. Government Obligations and Foreign Government Obligations (including
the proceeds thereof) deposited with the Trustee or other qualifying trustee
(solely for purposes of this Section and Section 13.6, the Trustee and any such
other trustee are referred to collectively as the "Trustee") pursuant to Section
11.04 in respect of any Securities shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any such Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities, of all sums due and to become due
thereon in respect of principal and any premium and interest, but money so held
in trust need not be segregated from other funds except to the extent required
by law. The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations or
Foreign Government Obligations deposited pursuant to Section 11.04 or the
principal and interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders of Outstanding
Securities. Anything in this Article to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money, U.S. Government Obligations or Foreign Government Obligations
held by it as provided in Section 11.04 with respect to any Securities which, in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect the Defeasance or Covenant Defeasance, as the case may be, with respect
to such Securities.

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Section 11.06  Reinstatement. 

If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or
released pursuant to Section 11.02 or 11.03 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money held in trust pursuant to Section 11.05 with respect to such
Securities in accordance with this Article; provided, however, that if the
Company makes any payment of principal of or any premium or interest on any such
Security following such reinstatement of its obligations, the Company shall be
subrogated to the rights (if any) of the Holders of such Securities to receive
such payment from the money so held in trust.

ARTICLE 12
CONVERSION OF SECURITIES

Section 12.01  Applicability of Article. 

The provisions of this Article shall be applicable to the Securities of
any series which are convertible into shares of Common Stock of the Company, and
the issuance of such shares of Common Stock upon the conversion of such
Securities, except as otherwise specified as contemplated by Section 2.02 for
the Securities of such series.

Section 12.02  Exercise of Conversion Privilege. 

In order to exercise a conversion privilege, the holder of a Security of
a series with such a privilege shall surrender such Security to the Company at
the office or agency maintained for that purpose pursuant to Section 4.02,
accompanied by a duly executed conversion notice to the Company substantially in
the form set forth in Exhibit A stating that the holder elects to convert such
Security or a specified portion thereof. Such notice shall also state, if
different from the name and address of such holder, the name or names (with
address) in which the certificate or certificates for shares of Common Stock,
which shall be issuable on such conversion, shall be issued. Securities
surrendered for conversion shall (if so required by the Company or the Trustee)
be duly endorsed by or accompanied by instruments of transfer in forms
satisfactory to the Company and the Trustee duly executed by the registered
holder or its attorney duly authorized in writing; and Securities so surrendered
for conversion (in whole or in part) during the period from the close of
business on any Regular Record Date to the opening of business on the next
succeeding Interest Payment Date (excluding Securities or portions thereof
called for redemption during the period beginning at the close of business on a
Regular Record Date and ending at the opening of business on the first Business
Day after the next succeeding Interest Payment Date, or if such Interest Payment
Date is not a Business Day, the second such Business Day) shall also be
accompanied by payment in funds acceptable to the Company of an amount equal to
the interest payable on such Interest Payment Date on the principal amount of
such Security then being converted, and such interest shall be payable to 

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such registered holder notwithstanding the conversion of such Security, subject
to the provisions of Section 2.12 relating to the payment of Defaulted Interest
by the Company. As promptly as practicable after the receipt of such notice and
of any payment required pursuant to a Board Resolution and, subject to Section
2.03, set forth, or determined in the manner provided, in an Officers'
Certificate, or established in one or more indentures supplemental hereto
setting forth the terms of such series of Security, and the surrender of such
Security in accordance with such reasonable regulations as the Company may
prescribe, the Company shall issue and shall deliver, at the office or agency at
which such Security is surrendered, to such holder or on its written order, a
certificate or certificates for the number of full shares of Common Stock
issuable upon the conversion of such Security (or specified portion thereof), in
accordance with the provisions of such Board Resolution, Officers' Certificate
or supplemental indenture, and cash as provided therein in respect of any
fractional share of such Common Stock otherwise issuable upon such conversion.
Such conversion shall be deemed to have been effected immediately prior to the
close of business on the date on which such notice and such payment, if
required, shall have been received in proper order for conversion by the Company
and such Security shall have been surrendered as aforesaid (unless such holder
shall have so surrendered such Security and shall have instructed the Company to
effect the conversion on a particular date following such surrender and such
holder shall be entitled to convert such Security on such date, in which case
such conversion shall be deemed to be effected immediately prior to the close of
business on such date) and at such time the rights of the holder of such
Security as such Security Holder shall cease and the person or persons in whose
name or names any certificate or certificates for shares of Common Stock of the
Company shall be issuable upon such conversion shall be deemed to have become
the holder or holders of record of the shares represented thereby. Except as set
forth above, no payment or adjustment shall be made upon any conversion on
account of any interest accrued on the Securities (or any part thereof)
surrendered for conversion or on account of any dividends on the Common Stock of
the Company issued upon such conversion.

In the case of any Security which is converted in part only, upon such
conversion the Company shall execute and the Trustee shall authenticate and
deliver to or on the order of the holder thereof, at the expense of the Company,
a new Security or Securities of the same series, of authorized denominations, in
aggregate principal amount equal to the unconverted portion of such Security.

Section 12.03  Cash Payments in Lieu of Fractional Shares. 

No fractional shares of Common Stock or scrip representing fractional
shares shall be issued upon conversion of Securities. If more than one Security
shall be surrendered for conversion at one time by the same holder, the number
of full shares which shall be issuable upon conversion shall be computed on the
basis of the aggregate principal amount of the Securities (or specified portions
thereof to the extent permitted hereby) so surrendered for conversion. If any
fractional share of stock otherwise would be issuable upon the conversion of any
Security or Securities, the Company shall make an adjustment therefore in cash
based upon the Current Market Price of the Common Stock on the last trading day
prior to the date of conversion.

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Section 12.04  Taxes on Shares Issued. 

The issue of stock certificates on conversions of Securities shall be
made without charge to the converting holder for any tax in respect of the issue
thereof. The Company shall not, however, be required to pay any tax which may be
payable in respect of any transfer involved in the issue and delivery of stock
in any name other than that of the holder of any Security converted, and the
Company shall not be required to issue or deliver any such stock certificate
unless and until the Person or Persons requesting the issue thereof shall have
paid to the Company the amount of such tax or shall have established to the
satisfaction of the Company that such tax has been paid.

Section 12.05  Adjustment of Conversion Price. 

The Conversion Price shall be adjusted from time to time by the Company
as follows:

(a) If the Company shall hereafter pay a dividend or make a distribution
to all holders of the outstanding Common Stock in shares of Common Stock, the
Conversion Price in effect at the opening of business on the date following the
Record Date (as defined in Section 12.05(g)) fixed for the determination of
stockholders entitled to receive such dividend or other distribution shall be
reduced by multiplying such Conversion Price by a fraction of which the
numerator shall be the number of shares of Common Stock outstanding at the close
of business on the Record Date fixed for such determination and the denominator
shall be the sum of such number of shares and the total number of shares
constituting such dividend or other distribution, such reduction to become
effective immediately after the opening of business on the day following the
Record Date. If any dividend or distribution of the type described in this
Section 12.05(a) is declared but not so paid or made, the Conversion Price shall
again be adjusted to the Conversion Price which would then be in effect if such
dividend or distribution had not been declared.

(b) If the outstanding shares of Common Stock shall be subdivided into a
greater number of shares of Common Stock, the Conversion Price in effect at the
opening of business on the day following the day upon which such subdivision
becomes effective shall be proportionately reduced, and, conversely, if the
outstanding shares of Common Stock shall be combined into a smaller number of
shares of Common Stock, the Conversion Price in effect at the opening of
business on the day following the day upon which such combination becomes
effective shall be proportionately increased, such reduction or increase, as the
case may be, to become effective immediately after the opening of business on
the day following the day upon which such subdivision or combination becomes
effective.

(c) If the Company shall issue rights or warrants to all or
substantially all holders of its outstanding shares of Common Stock entitling
them to subscribe for or purchase shares of Common Stock at a price per share
less than the Current Market Price (as defined in Section 12.05(g)) on the
Record Date fixed for the determination of stockholders entitled to receive such
rights or warrants, the Conversion Price shall be adjusted so that the same
shall equal the price determined by multiplying the Conversion Price in effect
at the opening of business on the date after such Record Date by a fraction of
which the numerator shall be the number of shares of Common Stock outstanding at
the close of business on the Record Date plus the number of shares which the

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aggregate offering price of the total number of shares so offered would purchase
at such Current Market Price, and of which the denominator shall be the number
of shares of Common Stock outstanding on the close of business on the Record
Date plus the total number of additional shares of Common Stock so offered for
subscription or purchase. Such adjustment shall become effective immediately
after the opening of business on the day following the Record Date fixed for
determination of stockholders entitled to receive such rights or warrants. To
the extent that shares of Common Stock are not delivered pursuant to such rights
or warrants, upon the expiration or termination of such rights or warrants the
Conversion Price shall be readjusted to be the Conversion Price which would then
be in effect had the adjustments made upon the issuance of such rights or
warrants been made on the basis of delivery of only the number of shares of
Common Stock actually delivered. If such rights or warrants are not so issued,
the Conversion Price shall again be adjusted to be the Conversion Price which
would then be in effect if such Record Date fixed for the determination of
stockholders entitled to receive such rights or warrants had not been fixed. In
determining whether any rights or warrants entitle the holders to subscribe for
or purchase shares of Common Stock at less than such Current Market Price, and
in determining the aggregate offering price of such shares of Common Stock,
there shall be taken into account any consideration received for such rights or
warrants, with the value of such consideration, if other than cash, to be
determined by the Board of Directors.

(d) If the Company shall, by dividend or otherwise, distribute to all
holders of its Common Stock shares of any class of capital stock of the Company
(other than any dividends or distributions to which Section 12.05(a) applies) or
evidences of its indebtedness, cash or other assets (including securities, but
excluding (i) any rights or warrants of a type referred to in Section 12.05(c)
and (ii) dividends and distributions paid exclusively in cash) (the foregoing
hereinafter in this Section 12.05(d) called the "Distributions"), then, in each
such case, the Conversion Price shall be reduced so that the same shall be equal
to the price determined by multiplying the Conversion Price in effect
immediately prior to the close of business on the Record Date (as defined in
Section 12.05(g)) with respect to such distribution by a fraction of which the
numerator shall be the Current Market Price (determined as provided in Section
12.05(g)) on such date less the fair market value (as determined by the Board of
Directors, whose determination shall be conclusive and described in a resolution
of the Board of Directors) on such date of the portion of the Distributions so
distributed applicable to one share of Common Stock and the denominator shall be
such Current Market Price, such reduction to become effective immediately prior
to the opening of business on the day following the Record Date; provided,
however, that in the event the then fair market value (as so determined) of the
portion of the Distributions so distributed applicable to one share of Common
Stock is equal to or greater than the Current Market Price on the Record Date,
in lieu of the foregoing adjustment, adequate provision shall be made so that
each holder of Securities shall have the right to receive upon conversion of a
Security (or any portion thereof) the amount of Distributions such holder would
have received had such holder converted such Security (or portion thereof)
immediately prior to such Record Date. If such dividend or distribution is not
so paid or made, the Conversion Price shall again be adjusted to be the
Conversion Price which would then be in effect if such dividend or distribution
had not been declared. If the Board of Directors determines the fair market
value of any distribution for purposes of this Section 12.05(d) by reference to
the actual or when issued trading market for any securities comprising all or
part of such distribution, it 

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must in doing so consider the prices in such market over the same period used in
computing the Current Market Price pursuant to Section 12.05(g) to the extent
possible.

Notwithstanding any other provision of this Section 12.05(d) to the
contrary, rights, warrants, evidences of indebtedness, other securities, cash or
other assets (including, without limitation, any rights distributed pursuant to
any stockholder rights plan) shall be deemed not to have been distributed for
purposes of this Section 12.05(d) if the Company makes proper provision so that
each holder of Securities who converts a Security (or any portion thereof) after
the Record Date fixed for determination of stockholders entitled to receive such
distribution shall be entitled to receive upon such conversion, in addition to
the shares of Common Stock issuable upon such conversion, the amount and kind of
such distributions that such holder would have been entitled to receive if such
holder had, immediately prior to such determination date, converted such
Security into Common Stock.

Rights or warrants distributed by the Company to all holders of Common
Stock entitling the holders thereof to subscribe for or purchase shares of the
Company's capital stock (either initially or under certain circumstances), which
rights or warrants, until the occurrence of a specified event or events
("Trigger Event"): (i) are deemed to be transferred with such shares of Common
Stock; (ii) are not exercisable; and (iii) are also issued in respect of future
issuances of Common Stock, shall be deemed not to have been distributed for
purposes of this Section 12.05(d) (and no adjustment to the Conversion Price
under this Section 12.05(d) shall be required) until the occurrence of the
earliest Trigger Event, whereupon such rights and warrants shall be deemed to
have been distributed and an appropriate adjustment to the Conversion Price
under this Section 12.05(d) shall be made. If any such rights or warrants,
including any such existing rights or warrants distributed prior to the Issue
Date, are subject to subsequent events, upon the occurrence of each of which
such rights or warrants shall become exercisable to purchase different
securities, evidences of indebtedness or other assets, then the occurrence of
each such event shall be deemed to be such date of issuance and Record Date with
respect to new rights or warrants (and a termination or expiration of the
existing rights or warrants without exercise by the holder thereof). In
addition, in the event of any distribution (or deemed distribution) of rights or
warrants, or any Trigger Event with respect thereto, that was counted for
purposes of calculating a distribution amount for which an adjustment to the
Conversion Price under this Section 12.05 was made, (1) in the case of any such
rights or warrants which shall all have been redeemed or repurchased without
exercise by any holders thereof, the Conversion Price shall be readjusted upon
such final redemption or repurchase to give effect to such distribution or
Trigger Event, as the case may be, as though it were a cash distribution, equal
to the per share redemption or repurchase price received by a holder or holders
of Common Stock with respect to such rights or warrants (assuming such holder
had retained such rights or warrants), made to all holders of Common Stock as of
the date of such redemption or repurchase, and (2) in the case of such rights or
warrants which shall have expired or been terminated without exercise by any
holders thereof, the Conversion Price shall be readjusted as if such rights and
warrants had not been issued.

For purposes of this Section 12.05(d) and Sections 12.05(a) and (c), any
dividend or distribution to which this Section 12.05(d) is applicable that also
includes shares of Common Stock, 

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or rights or warrants to subscribe for or purchase shares of Common Stock to
which Section 12.05(c) applies (or both), shall be deemed instead to be (1) a
dividend or distribution of the evidences of indebtedness, assets, shares of
capital stock, rights or warrants other than such shares of Common Stock or
rights or warrants to which Section 12.05(c) applies (and any Conversion Price
reduction required by this Section 12.05(d) with respect to such dividend or
distribution shall then be made) immediately followed by (2) a dividend or
distribution of such shares of Common Stock or such rights or warrants (and any
further Conversion Price reduction required by Sections 12.05(a) and (c) with
respect to such dividend or distribution shall then be made, except that (A) the
Record Date of such dividend or distribution shall be substituted as "the Record
Date fixed for the determination of stockholders entitled to receive such
dividend or other distribution", "Record Date fixed for such determination" and
"Record Date" within the meaning of Section 12.05(a) and as "the Record Date
fixed for the determination of stockholders entitled to receive such rights or
warrants", "the Record Date fixed for the determination of the stockholders
entitled to receive such rights or warrants" and "such Record Date" within the
meaning of Section 12.05(c) and (B) any shares of Common Stock included in such
dividend or distribution shall not be deemed "outstanding at the close of
business on the date fixed for such determination" within the meaning of Section
12.05(a)).

(e) If the Company shall, by dividend or otherwise, distribute cash to
all holders of its Common Stock (excluding any cash that is distributed upon a
merger or consolidation to which Section 12.06 applies or as part of a
distribution referred to in Section 12.05(d)) in an aggregate amount that,
combined together with (1) the aggregate amount of any other such all-cash
distributions to all holders of its Common Stock within the 12 months preceding
the date of payment of such distribution, and in respect of which no adjustment
pursuant to this Section 12.05(e) has been made, and (2) the aggregate of any
cash plus the fair market value (as determined by the Board of Directors, whose
determination shall be conclusive and described in a resolution of the Board of
Directors) of consideration payable in respect of any tender offer by the
Company or any of its subsidiaries for all or any portion of the Common Stock
(as contemplated in Section 12.05(f) hereof) concluded within the 12 months
preceding the date of payment of such distribution, and in respect of which no
adjustment pursuant to Section 12.05(f) has been made, exceeds 15% of the
product of the Current Market Price (determined as provided in Section 12.05(g))
on the Record Date with respect to such distribution times the number of shares
of Common Stock outstanding on such date, then, and in each such case,
immediately after the close of business on such date, the Conversion Price shall
be reduced so that the same shall equal the price determined by multiplying the
Conversion Price in effect immediately prior to the close of business on such
Record Date by a fraction (i) the numerator of which shall be equal to the
Current Market Price on the Record Date less an amount equal to the quotient of
(x) the excess of such combined amount over such 15% and (y) the number of
shares of Common Stock outstanding on the Record Date and (ii) the denominator
of which shall be equal to the Current Market Price on such Record Date;
provided, however, that if the portion of the cash so distributed applicable to
one share of Common Stock is equal to or greater than the Current Market Price
of the Common Stock on the Record Date, in lieu of the foregoing adjustment,
adequate provision shall be made so that each holder of Securities shall have
the right to receive upon conversion of a Security (or any portion thereof) the
amount of cash such holder would have received had such holder converted such
Security (or portion thereof) immediately prior to such Record Date. If such
dividend or distribution is not so paid or made, the Conversion Price shall

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again be adjusted to be the Conversion Price which would then be in effect if
such dividend or distribution had not been declared. Any cash distribution to
all holders of Common Stock as to which the Company makes the election permitted
by Section 12.05(m) and as to which the Company has complied with the
requirements of such Section shall be treated as not having been made for all
purposes of this Section 12.05(e).

(f) If a tender offer made by the Company or any of its subsidiaries for
all or any portion of the Common Stock expires and such tender offer (as amended
upon the expiration thereof) requires the payment to stockholders (based on the
acceptance (up to any maximum specified in the terms of the tender offer) of
Purchased Shares (as defined below)) of an aggregate consideration having a fair
market value (as determined by the Board of Directors, whose determination shall
be conclusive and described in a resolution of the Board of Directors) that,
combined together with (1) the aggregate of the cash plus the fair market value
(as determined by the Board of Directors, whose determination shall be
conclusive and described in a resolution of the Board of Directors), as of the
expiration of such tender offer, of consideration payable in respect of any
other tender offers, by the Company or any of its subsidiaries for all or any
portion of the Common Stock, expiring within the 12 months preceding the
expiration of such tender offer and in respect of which no adjustment pursuant
to this Section 12.05(f) has been made and (2) the aggregate amount of any such
all-cash distributions to all holders of the Common Stock (as contemplated in
Section 12.05(e) hereof) within 12 months preceding the expiration of such
tender offer and in respect of which no adjustment pursuant to Section 12.05(e)
has been made, exceeds 15% of the product of the Current Market Price
(determined as provided in Section 12.05(g)) as of the last time (the
"Expiration Time") tenders could have been made pursuant to such tender offer
(as it may be amended) times the number of shares of Common Stock outstanding
(including any tendered shares) on the Expiration Time, then, and in each such
case, immediately prior to the opening of business on the day after the date of
the Expiration Time, the Conversion Price shall be adjusted so that the same
shall equal the price determined by multiplying the Conversion Price in effect
immediately prior to close of business on the date of the Expiration Time by a
fraction of which the numerator shall be the number of shares of Common Stock
outstanding (including any tendered shares) on the Expiration Time multiplied by
the Current Market Price of the Common Stock on the trading day next succeeding
the Expiration Time and the denominator shall be the sum of (x) the fair market
value (determined as aforesaid) of the aggregate consideration payable to
stockholders based on the acceptance (up to any maximum specified in the terms
of the tender offer) of all shares validly tendered and not withdrawn as of the
Expiration Time (the shares deemed so accepted, up to any such maximum, being
referred to as the "Purchased Shares") and (y) the product of the number of
shares of Common Stock outstanding (less any Purchased Shares) on the Expiration
Time and the Current Market Price of the Common Stock on the Trading Day next
succeeding the Expiration Time, such reduction (if any) to become effective
immediately prior to the opening of business on the day following the Expiration
Time. If the Company is obligated to purchase shares pursuant to any such tender
offer, but the Company is permanently prevented by applicable law from effecting
any such purchases or all such purchases are rescinded, the Conversion Price
shall again be adjusted to be the Conversion Price which would then be in effect
if such tender offer had not been made. If the application of this Section
12.05(f) to any tender offer would result in an increase in the Conversion
Price, no adjustment shall be made for such tender offer under this Section
12.05(f).

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(g) For purposes of this Section 12.05, the following terms shall have
the meaning indicated:

(1) "Closing Price" with respect to any securities on any
day means the closing price on such day or, if no such sale takes place on such
day, the average of the reported high and low prices on such day, in each case
on the Nasdaq National Market or New York Stock Exchange, as applicable, or, if
such security is not listed or admitted to trading on such national market or
exchange, on the principal national securities exchange or quotation system on
which such security is quoted or listed or admitted to trading, or, if not
quoted or listed or admitted to trading on any national securities exchange or
quotation system, the average of the high and low prices of such security on the
over-the-counter market on the day in question as reported by the National
Quotation Bureau Incorporated, or a similar generally accepted reporting
service, or, if not so available, in such manner as furnished by any New York
Stock Exchange member firm selected from time to time by the Board of Directors
for that purpose, or a price determined in good faith by the Board of Directors,
whose determination shall be conclusive and described in a resolution of the
Board of Directors.

(2) "Current Market Price" means the average of the daily
Closing Prices per share of Common Stock for the 10 consecutive trading days
immediately prior to the date in question; provided, however, that (1) if the
"ex" date (as hereinafter defined) for any event (other than the issuance or
distribution requiring such computation) that requires an adjustment to the
Conversion Price pursuant to Sections 12.05(a), (b), (c), (d), (e) or (f) occurs
during such 10 consecutive trading days, the Closing Price for each trading day
prior to the "ex" date for such other event shall be adjusted by multiplying
such Closing Price by the same fraction by which the Conversion Price is so
required to be adjusted as a result of such other event, (2) if the "ex" date
for any event (other than the issuance or distribution requiring such
computation) that requires an adjustment to the Conversion Price pursuant to
Section 12.05(a), (b), (c), (d), (e) or (f) occurs on or after the "ex" date for
the issuance or distribution requiring such computation and prior to the day in
question, the Closing Price for each trading day on and after the "ex" date for
such other event shall be adjusted by multiplying such Closing Price by the
reciprocal of the fraction by which the Conversion Price is so required to be
adjusted as a result of such other event, and (3) if the "ex" date for the
issuance or distribution requiring such computation is prior to the day in
question, after taking into account any adjustment required pursuant to clause
(1) or (2) of this proviso, the Closing Price for each trading day on or after
such "ex" date shall be adjusted by adding thereto the amount of any cash and
the fair market value (as determined by the Board of Directors in a manner
consistent with any determination of such value for purposes of Sections
12.05(d) or (f), whose determination shall be conclusive and described in a
resolution of the Board of Directors) of the evidences of indebtedness, shares
of capital stock or assets being distributed applicable to one share of Common
Stock as of the close of business on the day before such "ex" date. For purposes
of any computation under Section 12.05(f), the Current Market Price on any date
shall be deemed to be the average of the daily Closing Prices per share of
Common Stock for such day and the next two succeeding trading days; provided,
however, that if the "ex" date for any event (other than the tender offer
requiring such computation) that requires an adjustment to the Conversion Price
pursuant to Section 12.05(a), (b), (c), (d), (e) or (f) occurs on or after the
Expiration Time for the tender or 

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exchange offer requiring such computation and prior to the day in question, the
Closing Price for each trading day on and after the "ex" date for such other
event shall be adjusted by multiplying such Closing Price by the reciprocal of
the fraction by which the Conversion Price is so required to be adjusted as a
result of such other event. For purposes of this paragraph, the term "ex" date,
(1) when used with respect to any issuance or distribution, means the first date
on which the Common Stock trades regular way on the relevant exchange or in the
relevant market from which the Closing Price was obtained without the right to
receive such issuance or distribution, (2) when used with respect to any
subdivision or combination of shares of Common Stock, means the first date on
which the Common Stock trades regular way on such exchange or in such market
after the time at which such subdivision or combination becomes effective, and
(3) when used with respect to any tender or exchange offer means the first date
on which the Common Stock trades regular way on such exchange or in such market
after the Expiration Time of such offer. Notwithstanding the foregoing, whenever
successive adjustments to the Conversion Price are called for pursuant to this
Section 12.05, such adjustments shall be made to the Current Market Price as may
be necessary or appropriate to effectuate the intent of this Section 12.05 and
to avoid unjust or inequitable results as determined in good faith by the Board
of Directors.

(3) "fair market value" shall mean the amount which a
willing buyer would pay a willing seller in an arm's length transaction.

(4) "Record Date" shall mean, with respect to any
dividend, distribution or other transaction or event in which the holders of
Common Stock have the right to receive any cash, securities or other property or
in which the Common Stock (or other applicable security) is exchanged for or
converted into any combination of cash, securities or other property, the date
fixed for determination of stockholders entitled to receive such cash,
securities or other property (whether such date is fixed by the Board of
Directors or by statute, contract or otherwise).

(5) "trading day" shall mean (x) if the applicable
security is listed or admitted for trading on the New York Stock Exchange or
another national securities exchange, a day on which the New York Stock Exchange
or another national securities exchange is open for business or (y) if the
applicable security is quoted on the Nasdaq National Market, a day on which
trades may be made thereon or (z) if the applicable security is not so listed,
admitted for trading or quoted, any day other than a Saturday or Sunday or a day
on which banking institutions in the State of New York are authorized or
obligated by law or executive order to close.

(h) The Company may make such reductions in the Conversion Price, in
addition to those required by Sections 12.05(a), (b), (c), (d), (e) and (f), as
the Board of Directors considers to be advisable to avoid or diminish any income
tax to holders of Common Stock or rights to purchase Common Stock resulting from
any dividend or distribution of stock (or rights to acquire stock) or from any
event treated as such for income tax purposes.

The Company from time to time may, to the extent permitted by law,
reduce the Conversion Price by any amount for any period of at least 20 days, if
the Board of Directors has made a determination that such reduction would be in
the Company's best interests, which determination shall be conclusive and
described in a resolution of the Board of Directors. The reduction in 

-57-

Conversion Price shall be irrevocable during this period. Whenever the
Conversion Price is reduced pursuant to the preceding sentence, the Company
shall mail to the holders of Securities at his or her last address appearing on
the Register of holders maintained for that purpose a notice of the reduction at
least 15 days prior to the date the reduced Conversion Price takes effect, and
such notice shall state the reduced Conversion Price and the period during which
it will be in effect.

(i) No adjustment in the Conversion Price shall be required unless such
adjustment would require an increase or decrease of at least 1% in such price;
provided, however, that any adjustments which by reason of this Section 12.05(i)
are not required to be made shall be carried forward and taken into account in
any subsequent adjustment. All calculations under this Article XII shall be made
by the Company and shall be made to the nearest cent or to the nearest one
hundredth of a share, as the case may be.

No adjustment need be made for a change in the par value or no par value
of the Common Stock.

(j) Whenever the Conversion Price is adjusted as herein provided, the
Company shall promptly file with the Trustee and any Conversion Agent other than
the Trustee an Officers' Certificate setting forth the Conversion Price after
such adjustment and setting forth a brief statement of the facts requiring such
adjustment. Promptly after delivery of such certificate, the Company shall
prepare a notice of such adjustment of the Conversion Price setting forth the
adjusted Conversion Price and the date on which each adjustment becomes
effective and shall mail such notice of such adjustment of the Conversion Price
to each holder of Securities at his or her last address appearing on the
Register of holders maintained for that purpose within 20 days of the effective
date of such adjustment. Failure to deliver such notice shall not affect the
legality or validity of any such adjustment.

(k) In any case in which this Section 12.05 provides that an adjustment
shall become effective immediately after a Record Date for an event, the Company
may defer until the occurrence of such event issuing to the holder of any
Security converted after such Record Date and before the occurrence of such
event the additional shares of Common Stock issuable upon such conversion by
reason of the adjustment required by such event over and above the Common Stock
issuable upon such conversion before giving effect to such adjustment.

(l) For purposes of this Section 12.05, the number of shares of Common
Stock at any time outstanding shall not include shares held in the treasury of
the Company but shall include shares issuable in respect of scrip certificates
issued in lieu of fractions of shares of Common Stock. The Company shall not pay
any dividend or make any distribution on shares of Common Stock held in the
treasury of the Company.

(m) In lieu of making any adjustment to the Conversion Price pursuant to
Section 12.05(e), the Company may elect to reserve an amount of cash for
distribution to the holders of Securities upon the conversion of the Securities
so that any such holder converting Securities will receive upon such conversion,
in addition to the shares of Common Stock and other items to which such holder
is entitled, the full amount of cash which such holder would have received if
such holder 

-58-

had, immediately prior to the Record Date for such distribution of cash,
converted its Securities into Common Stock, together with any interest accrued
with respect to such amount, in accordance with this Section 12.05(m). The
Company may make such election by providing an Officers' Certificate to the
Trustee to such effect on or prior to the payment date for any such distribution
and depositing with the Trustee on or prior to such date an amount of cash equal
to the aggregate amount that the holders of Securities would have received if
such holders had, immediately prior to the Record Date for such distribution,
converted all of the Securities into Common Stock. Any such funds so deposited
by the Company with the Trustee shall be invested by the Trustee in U.S.
Government Obligations with a maturity not more than three (3) months from the
date of issuance. Upon conversion of Securities by a holder thereof, such holder
shall be entitled to receive, in addition to the Common Stock issuable upon
conversion, an amount of cash equal to the amount such holder would have
received if such holder had, immediately prior to the Record Date for such
distribution, converted its Security into Common Stock, along with such holder's
pro-rata share of any accrued interest earned as a consequence of the investment
of such funds. Promptly after making an election pursuant to this Section
12.05(m), the Company shall give or shall cause to be given notice to all
holders of Securities of such election, which notice shall state the amount of
cash per $1,000 principal amount of Securities such holders shall be entitled to
receive (excluding interest) upon conversion of the Securities as a consequence
of the Company having made such election.

Section 12.06  Effect of Reclassification, Consolidation, Merger or Sale. 

If any of the following events occur: (i) any reclassification or change
of the outstanding shares of Common Stock (other than a change in par value, or
from par value to no par value, or from no par value to par value, or as a
result of a subdivision or combination), (ii) any consolidation, merger or
combination of the Company with another corporation as a result of which holders
of Common Stock shall be entitled to receive stock, securities or other property
or assets (including cash) with respect to or in exchange for such Common Stock,
or (iii) any sale or conveyance of the properties and assets of the Company as
an entirety or substantially as an entirety to any other corporation as a result
of which holders of Common Stock shall be entitled to receive stock, securities
or other property or assets (including cash) with respect to or in exchange for
such Common Stock, then the Company or the successor or purchasing corporation,
as the case may be, shall execute with the Trustee a supplemental indenture
(which shall comply with the TIA as in force at the date of execution of such
supplemental indenture if such supplemental indenture is then required to so
comply) providing that the Securities of a series then outstanding shall be
convertible into the kind and amount of shares of stock and other securities or
property or assets (including cash) receivable upon such reclassification,
change, consolidation, merger, combination, sale or conveyance by a holder of a
number of shares of Common Stock issuable upon conversion of such Securities
(assuming, for such purposes, a sufficient number of authorized shares of Common
Stock available to convert all such Securities) immediately prior to such
reclassification, change, consolidation, merger, combination, sale or conveyance
assuming such holder of Common Stock did not exercise his or her rights of
election, if any, as to the kind or amount of securities, cash or other property
receivable upon such consolidation, merger, statutory exchange, sale or
conveyance (provided that, if the kind or amount of securities, cash or other
property receivable upon such consolidation, merger, statutory exchange, sale or
conveyance is not the same for each share of 

-59-

Common Stock in respect of which such rights of election have not been exercised
("non-electing share"), then, for the purposes of this Section 12.06, the kind
and amount of securities, cash or other property receivable upon such
consolidation, merger, statutory exchange, sale or conveyance for each
non-electing share shall be deemed to be the kind and amount so receivable per
share by a plurality of the non-electing shares). Such supplemental indenture
shall provide for adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Article XII. If, in the case
of any such reclassification, change, consolidation, merger, combination, sale
or conveyance, the stock or other securities and assets receivable thereupon by
a holder of shares of Common Stock includes shares of stock or other securities
and assets of a corporation other than the successor or purchasing corporation,
as the case may be, in such reclassification, change, consolidation, merger,
combination, sale or conveyance, then such supplemental indenture shall also be
executed by such other corporation and shall contain such additional provisions
to protect the interests of the holders of the Securities as the Board of
Directors shall reasonably consider necessary by reason of the foregoing.

The Company shall cause notice of the execution of such supplemental
indenture to be mailed to each holder of Securities at his or her address
appearing on the Register of holders for that purpose within 20 days after
execution thereof. Failure to deliver such notice shall not affect the legality
or validity of such supplemental indenture.

The above provisions of this Section 12.06 shall similarly apply to
successive reclassifications, changes, consolidations, mergers, combinations,
sales and conveyances.

If this Section 12.06 applies to any event or occurrence, Section 12.05
shall not apply.

Section 12.07  Reservation of Shares; Shares to Be Fully Paid; Listing of Common
Stock. 

The Company shall provide, free from preemptive rights, out of its
authorized but unissued shares or shares held in treasury, sufficient shares to
provide for the conversion of all outstanding Securities of any series that has
conversion rights.

Before taking any action which would cause an adjustment reducing the
Conversion Price below the then par value, if any, of the shares of Common Stock
issuable upon conversion of any outstanding Securities of any series that has
conversion rights, the Company shall take all corporate action which may, in the
opinion of its counsel, be necessary in order that the Company may validly and
legally issue shares of such Common Stock at such adjusted Conversion Price;
provided, however, that no shares of Common Stock shall be required to be issued
at a Conversion Price less than the par value of such Common Stock.

The Company covenants that all shares of Common Stock that may be issued
upon conversion of Securities will be fully paid and non-assessable by the
Company and free from all taxes, liens and charges with respect to the issue
thereof.

The Company further covenants that as long as the Common Stock is quoted
on the Nasdaq National Market, or its successor, the Company shall cause all
Common Stock issuable upon 

-60-

conversion of Securities of any series that has conversion rights to be eligible
for such quotation in accordance with, and at the times required under, the
requirements of such market, and if at any time the Common Stock becomes listed
on the New York Stock Exchange or any other national securities exchange, the
Company shall cause all Common Stock issuable upon conversion of such Securities
to be so listed and kept listed.

Section 12.08  Responsibility of Trustee. 

The Trustee shall not at any time be under any duty of responsibility to
any holders of Securities that may be to determine whether any facts exist which
may require any adjustment of the Conversion Price, or with respect to the
nature or extent or calculation of any such adjustment when made, or with
respect to the method employed, or herein or in any supplemental indenture
provided to be employed, in making the same. The Trustee shall not be
accountable with respect to the validity or value (or the kind or amount) of any
shares of Common Stock, or of any securities or property, which may at any time
be issued or delivered upon the conversion of any Security of any series that
has conversion rights; and the Trustee makes no representations with respect
thereto. Subject to the provisions of Section 7.01, the Trustee shall not be
responsible for any failure of the Company to issue, transfer or deliver any
shares of Common Stock or stock certificates or other securities or property or
cash upon the surrender of any Security of any series that has conversion rights
for the purpose of conversion or to comply with any of the duties,
responsibilities or covenants of the Company contained in this Article XII.
Without limiting the generality of the foregoing, the Trustee shall not have any
responsibility to determine the correctness of any provisions contained in any
supplemental indenture entered into pursuant to Section 12.06 relating either to
the kind or amount of shares of stock or securities or property (including cash)
receivable by holders of Securities of any series that has conversions rights
upon the conversion of their Securities after any event referred to in such
Section 12.06 or to any adjustment to be made with respect thereto, but, subject
to the provisions of Section 7.01, may accept as conclusive evidence of the
correctness of any such provisions, and shall be protected in relying upon, the
Officers' Certificate and Opinion of Counsel (which the Company shall be
obligated to file with the Trustee prior to the execution of any such
supplemental indenture) with respect thereto.

Section 12.09  Notice to Holders Prior to Certain Actions. 

If

(a) the Company declares a dividend (or any other distribution) on its
Common Stock (other than in cash out of retained earnings or other than a
dividend that results in an adjustment in the Conversion Price pursuant to
Section 12.05 as to which the Company has made an election in accordance with
Section 12.05(m)); or

(b) the Company authorizes the granting to the holders of its Common
Stock of rights or warrants to subscribe for or purchase any share of any class
of Common Stock or any other rights or warrants; or

-61-

(c) there is any reclassification of the Common Stock (other than a
subdivision or combination of outstanding Common Stock, or a change in par
value, or from par value to no par value, or from no par value to par value), or
of any consolidation or merger to which the Company is a party and for which
approval of any stockholders of the Company is required, or of the sale or
transfer of all or substantially all of the assets of the Company; or

(d) there is any voluntary or involuntary dissolution, liquidation or
winding-up of the Company;

then the Company shall cause to be filed with the Trustee and to be mailed to
each holder of Securities at his or her address appearing on the Register
maintained for that purpose as promptly as possible but in any event at least 15
days prior to the applicable date hereinafter specified, a notice stating (x)
the date on which a record is to be taken for the purpose of such dividend,
distribution or rights or warrants, or, if a record is not to be taken, the date
as of which the holders of Common Stock of record to be entitled to such
dividend, distribution or rights are to be determined, or (y) the date on which
such reclassification, consolidation, merger, sale, transfer, dissolution,
liquidation or winding-up is expected to become effective or occur, and the date
as of which it is expected that holders of Common Stock of record shall be
entitled to exchange their Common Stock for securities or other property
deliverable upon such reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding-up. Failure to give such notice, or any
defect therein, shall not affect the legality or validity of such dividend,
distribution, reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding-up.

ARTICLE 13
SATISFACTION AND DISCHARGE OF INDENTURE

Section 13.01  Discharge of Indenture. 

When (a) the Company delivers to the Trustee for cancellation all
Securities theretofore authenticated (other than any other Securities which have
been destroyed, lost or stolen and in lieu of or in substitution for which other
Securities have been authenticated and delivered) and not theretofore canceled,
or (b) all the Securities not theretofore canceled or delivered to the Trustee
for cancellation have become due and payable, or are by their terms will become
due and payable at their Stated Maturity within one year or are to be called for
redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption, and the Company deposits with the Trustee,
in trust, amounts sufficient to pay at Stated Maturity or upon the Redemption
Date of all of the Securities (other than any Securities which have been
mutilated, destroyed, lost or stolen and in lieu of or in substitution for which
other Securities have been authenticated and delivered) not theretofore canceled
or delivered to the Trustee for cancellation, including principal and premium,
if any, and interest due or to become due to such date of Stated Maturity or
Redemption Date, as the case may be, and if in either case the Company also
pays, or causes to be paid, all other sums payable hereunder by the Company,
then this Indenture shall cease 

-62-

to be of further effect (except as to (i) rights of registration of transfer,
substitution, replacement and exchange and conversion of Securities, (ii) rights
hereunder of holders of Securities to receive payments of principal of and
premium, if any, and interest on, the Securities, (iii) the obligations under
Sections 2.04 and 13.05 hereof and (iv) the rights, obligations and immunities
of the Trustee hereunder), and the Trustee, on demand of the Company accompanied
by an Officers' Certificate and an Opinion of Counsel as required by Section
9.04 and at the Company's cost and expense, shall execute proper instruments
acknowledging satisfaction of and discharging this Indenture; the Company,
however, hereby agrees to reimburse the Trustee for any costs or expenses
thereafter reasonably and properly incurred by the Trustee and to compensate the
Trustee for any services thereafter reasonably and properly rendered by the
Trustee in connection with this Indenture or the Securities.

Section 13.02  Deposited Monies to be Held in Trust by Trustee.

Subject to Section 13.04, all monies deposited with the Trustee pursuant
to Section 13.01 shall be held in trust and applied by it to the payment, either
directly or through the Paying Agent, to the holders of the particular
Securities for the payment or redemption of which such monies have been
deposited with the Trustee, of all sums due and to become due thereon for
principal and interest, and premium, if any.

Section 13.03  Paying Agent to Repay Monies Held. 

Upon the satisfaction and discharge of this Indenture, all monies then
held by any Paying Agent (other than the Trustee) shall, upon the Company's
demand, be repaid to it or paid to the Trustee, and thereupon such Paying Agent
shall be released from all further liability with respect to such monies.

Section 13.04  Return of Unclaimed Monies. 

Subject to the requirements of applicable law, any monies deposited with
or paid to the Trustee for payment of the principal of, premium, if any, or
interest on Securities and not applied but remaining unclaimed by the holders
thereof for two years after the date upon which the principal of, premium, if
any, or interest on such Securities, as the case may be, have become due and
payable, shall be repaid to the Company by the Trustee on demand; provided,
however, that the Company, or the Trustee at the request of the Company, shall
have first caused notice of such payment to the Company to be mailed to each
holder of a Security entitled thereto no less than 30 days prior to such payment
and all liability of the Trustee shall thereupon cease with respect to such
monies; and the holder of any of the Securities shall thereafter look only to
the Company for any payment which such holder may be entitled to collect unless
an applicable abandoned property law designates another Person.

Section 13.05  Reinstatement. 

If the Trustee or the Paying Agent is unable to apply any money in
accordance with Section 13.02 by reason of any order or judgment of any court or
governmental authority enjoining, 

-63-

restraining or otherwise prohibiting such application, the Company's obligations
under this Indenture and the Securities shall be revived and reinstated as
though no deposit had occurred pursuant to Section 13.01 until such time as the
Trustee or the Paying Agent is permitted to apply all such money in accordance
with Section 13.02; provided, however, that if the Company makes any payment of
interest on or principal of any Security following the reinstatement of its
obligations, the Company shall be subrogated to the rights of the holders
thereof to receive such payment from the money held by the Trustee or Paying
Agent

[Signatures on following page]

-64-

IN WITNESS WHEREOF, the parties have caused this Indenture to be duly
executed and attested, all as of the date first above written, signifying their
agreement contained in this Indenture.

AMKOR TECHNOLOGY, INC.

By:
------------------------------
Name:
Title:

STATE STREET BANK AND TRUST 
COMPANY

By:
------------------------------
Name:
Title:

EXHIBIT A

[FACE OF SECURITY]

[GLOBAL SECURITIES LEGEND]

The following legend shall appear on the face of each Global Security.

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

A-1

[INSERT ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE AND THE REGULATIONS
THEREUNDER.]

AMKOR TECHNOLOGY, INC.

--------------------------------------------------------------------------------

NO.                                                                $
-----------                                                      -----------

CUSIP:
------------

Amkor Technology, Inc., a corporation duly organized and existing under
the laws of Delaware (herein called the "Company," which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to ____________, or registered assigns, the
principal sum of _____________ Dollars on _____________________________ [IF THE
SECURITY IS TO BEAR INTEREST PRIOR TO MATURITY, INSERT --, and to pay interest
thereon from __________ or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually on ___________ and
__________ in each year, commencing _________, at the rate of ___% per annum,
until the principal hereof is paid or made available for payment [IF APPLICABLE,
INSERT --, provided that any principal and premium, and any such installment of
interest, which is overdue shall bear interest at the rate of ___% per annum (to
the extent that the payment of such interest shall be legally enforceable), from
the dates such amounts are due until they are paid or made available for
payment, and such interest shall be payable on demand]. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the ______ or
______ (whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly provided
for will forthwith cease to be payable to the Holder on such Regular Record Date
and may either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture].

[IF THE SECURITY IS NOT TO BEAR INTEREST PRIOR TO MATURITY, INSERT --
The principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal and any overdue premium shall
bear interest at the rate of ___% per annum (to the extent that the payment of
such interest shall be legally enforceable), from the dates such amounts are due
until they are paid or

A-2

made available for payment. Interest on any overdue principal or premium shall
be payable on demand. [Any such interest on overdue principal or premium which
is not paid on demand shall bear interest at the rate of ___% per annum (to the
extent that the payment of such interest on interest shall be legally
enforceable), from the date of such demand until the amount so demanded is paid
or made available for payment. Interest on any overdue interest shall be payable
on demand.]]

Payment of the principal of (and premium, if any) and [IF APPLICABLE,
INSERT -- any such] interest on this Security will be made at the office or
agency of the Company maintained for that purpose in _______, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts [IF APPLICABLE, INSERT --;
provided, however, that at the option of the Company payment of interest may be
made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register].

Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

Dated:                                     AMKOR TECHNOLOGY, INC.
---------------------------------  

By:
----------------------------------
Title:
-------------------------------

ATTEST:

---------------------------------------
This is one of the Securities described 
in the within mentioned Indenture:

STATE STREET BANK AND TRUST COMPANY,
as Trustee

By:
------------------------------------
Authorized Signatory

A-3

FORM OF REVERSE OF SECURITY

This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of __________ (herein called the
"Indenture," which term shall have the meaning assigned to it in such
instrument), between the Company and ______________________, as Trustee (herein
called the "Trustee," which term includes any successor trustee under the
Indenture), and reference is hereby made to the Indenture and all indentures
supplemental thereto for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof [IF APPLICABLE, INSERT --, limited in aggregate
principal amount to $________].

[IF APPLICABLE, INSERT -- The Securities of this series are subject to
redemption upon not less than [IF APPLICABLE, INSERT -- 30] days' notice by
mail, [IF APPLICABLE, INSERT-- (1) on __________ in any year commencing with the
year ________ and ending with the year ________ through operation of the sinking
fund for this series at a Redemption Price equal to 100% of the principal
amount, and (2)] at any time [IF APPLICABLE, INSERT-- on or after __________,
20__], as a whole or in part, at the election of the Company, at the following
Redemption Prices (expressed as percentages of the principal amount): If
redeemed [IF APPLICABLE, INSERT -- on or before __________, ___%, and if
redeemed] during the 12-month period beginning ____________ of the years
indicated,

YEAR           REDEMPTION PRICE           YEAR             REDEMPTION PRICE
----           ----------------           ----             ----------------

and thereafter at a Redemption Price equal to ___% of the principal amount,
together in the case of any such redemption [IF APPLICABLE, INSERT -- (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]

[IF APPLICABLE, INSERT -- The Securities of this series are subject to
redemption upon not less than [if applicable, insert 30] days' notice by mail,
(1) on __________ in any year commencing with the year _____ and ending with the
year _____ through operation of the sinking fund for this series at the
Redemption Prices for redemption through operation of the sinking fund
(expressed as percentages of the principal amount) set forth in the table below,
and (2) at any time [IF APPLICABLE, INSERT -- on or after __________], as a
whole or in part, at the election of the Company, at the Redemption Prices for
redemption otherwise than through operation of the sinking fund (expressed

A-4

as percentages of the principal amount) set forth in the table below: If
redeemed during the 12-month period beginning __________ of the years indicated,

REDEMPTION PRICE                 REDEMPTION PRICE
FOR REDEMPTION THROUGH           FOR REDEMPTION THROUGH
OPERATION OF THE SINKING         OPERATION OF THE SINKING
YEAR                        FUND                              FUND
----               ------------------------         ------------------------

and thereafter at a Redemption Price equal to ____% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

[IF APPLICABLE, INSERT -- Notwithstanding the foregoing, the Company may
not, prior to __________, redeem any Securities of this series as contemplated
by [IF APPLICABLE, INSERT -- Clause (2) of] the preceding paragraph as a part
of, or in anticipation of, any refunding operation by the application, directly
or indirectly, of moneys borrowed having an interest cost to the Company
(calculated in accordance with generally accepted financial practice) of less
than ___% per annum.]

[IF APPLICABLE, INSERT -- The sinking fund for this series provides for
the redemption on __________ in each year beginning with the year ______ and
ending with the year ______ of [IF APPLICABLE, INSERT -- not less than $_______
("mandatory sinking fund") and not more than] $_______ aggregate principal
amount of Securities of this series. Securities of this series acquired or
redeemed by the Company otherwise than through [IF APPLICABLE, INSERT --
mandatory] sinking fund payments may be credited against subsequent [IF
APPLICABLE, INSERT -- mandatory] sinking fund payments otherwise required to be
made [IF APPLICABLE, INSERT --, in the inverse order in which they become due].]

[IF THE SECURITY IS SUBJECT TO REDEMPTION OF ANY KIND, INSERT -- In the
event of redemption of this Security in part only, a new Security or Securities
of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.]

[IF APPLICABLE, INSERT -- The Indenture contains provisions for
defeasance at any time of [the entire indebtedness of this Security] [or]
[certain restrictive covenants and Events of Default with respect to this
Security] [, in each case] upon compliance with certain conditions set forth in
the Indenture.]

[IF THE SECURITY IS CONVERTIBLE INTO COMMON STOCK OF THE COMPANY, INSERT
-- Subject to the provisions of the Indenture, the Holder of this Security is
entitled, at its option, at any time on or before [insert date] (except that, in
case this Security or any portion hereof shall be called for

A-5

redemption, such right shall terminate with respect to this Security or portion
hereof, as the case may be, so called for redemption at the close of business on
the first Business Day next preceding the date fixed for redemption as provided
in the Indenture unless the Company defaults in making the payment due upon
redemption), to convert the principal amount of this Security (or any portion
hereof which is $1,000 or an integral multiple thereof), into fully paid and
non-assessable shares (calculated as to each conversion to the nearest 1/100th
of a share) of the Common Stock of the Company, as said shares shall be
constituted at the date of conversion, at the conversion price of $______
principal amount of Securities for each share of Common Stock, or at the
adjusted conversion price in effect at the date of conversion determined as
provided in the Indenture, upon surrender of this Security, together with the
conversion notice hereon duly executed, to the Company at the designated office
or agency of the Company in __________, accompanied (if so required by the
Company) by instruments of transfer, in form satisfactory to the Company and to
the Trustee, duly executed by the Holder or by its duly authorized attorney in
writing. Such surrender shall, if made during any period beginning at the close
of business on a Regular Record Date and ending at the opening of business on
the Interest Payment Date next following such Regular Record Date (unless this
Security or the portion being converted shall have been called for redemption on
a Redemption Date during the period beginning at the close of business on a
Regular Record Date and ending at the opening of business on the first Business
Day after the next succeeding Interest Payment Date, or if such Interest Payment
Date is not a Business Day, the second such Business Day), also be accompanied
by payment in funds acceptable to the Company of an amount equal to the interest
payable on such Interest Payment Date on the principal amount of this Security
then being converted. Subject to the aforesaid requirement for payment and, in
the case of a conversion after the Regular Record Date next preceding any
Interest Payment Date and on or before such Interest Payment Date, to the right
of the Holder of this Security (or any Predecessor Security) of record at such
Regular Record Date to receive an installment of interest (with certain
exceptions provided in the Indenture), no adjustment is to be made on conversion
for interest accrued hereon or for dividends on shares of Common Stock issued on
conversion. The Company is not required to issue fractional shares upon any such
conversion, but shall make adjustment therefor in cash on the basis of the
current market value of such fractional interest as provided in the Indenture.
The conversion price is subject to adjustment as provided in the Indenture. In
addition, the Indenture provides that in case of certain consolidations or
mergers to which the Company is a party or the sale of substantially all of the
assets of the Company, the Indenture shall be amended, without the consent of
any Holders of Securities, so that this Security, if then outstanding, will be
convertible thereafter, during the period this Security shall be convertible as
specified above, only into the kind and amount of securities, cash and other
property receivable upon the consolidation, merger or sale by a holder of the
number of shares of Common Stock into which this Security might have been
converted immediately prior to such consolidation, merger or sale (assuming such
holder of Common Stock failed to exercise any rights of election and received
per share the kind and amount received per share by a plurality of non-electing
shares). In the event of conversion of this Security in part only, a new
Security or Securities for the unconverted portion hereof shall be issued in the
name of the Holder hereof upon the cancellation hereof.]

[IF THE SECURITY IS CONVERTIBLE INTO OTHER SECURITIES OF THE COMPANY,
SPECIFY THE CONVERSION FEATURES.]

A-6

[IF THE SECURITY IS NOT AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT --
If an Event of Default with respect to Securities of this series shall occur and
be continuing, the principal of the Securities of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.]

[IF THE SECURITY IS AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT -- If an
Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to -- INSERT FORMULA FOR DETERMINING THE
AMOUNT. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal, premium and interest (in each
case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's obligations in respect of the payment of the
principal of and premium and interest, if any, on the Securities of this series
shall terminate.]

The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of more than 50% in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than a majority in principal
amount of the Securities of this series at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such Event
of Default as Trustee and offered the Trustee reasonable indemnity, and the
Trustee shall not have received from the Holders of a majority in principal
amount of Securities of this series at the time Outstanding a direction
inconsistent with such request, and shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed
herein.

No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and any premium and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.

A-7

As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or its
attorney duly authorized in writing, and thereupon one or more new Securities of
this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

The Securities of this series are issuable only in registered form
without coupons in denominations of $______ and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

A-8

FORM OF CONVERSION NOTICE

Conversion notices shall be in substantially the following form:

To Amkor Technology, Inc.:

The undersigned owner of this Security hereby irrevocably exercises the
option to convert this Security, or portion hereof (which is $1,000 or an
integral multiple thereof) below designated, into shares of Common Stock of the
Company in accordance with the terms of the Indenture referred to in this
Security, and directs that the shares issuable and deliverable upon the
conversion, together with any check in payment for fractional shares and any
Securities representing any unconverted principal amount hereof, be issued and
delivered to the registered holder hereof unless a different name has been
indicated below. If this Notice is being delivered on a date after the close of
business on a Regular Record Date and prior to the opening of business on the
related Interest Payment Date (unless this Security or the portion thereof being
converted has been called for redemption on a Redemption Date during the period
beginning at the close of business on a Regular Record Date and ending at the
opening of business on the first Business Day after the next succeeding Interest
Payment Date, or if such Interest Payment Date is not a Business Day, the second
such Business Day), this Notice is accompanied by payment, in funds acceptable
to the Company, of an amount equal to the interest payable on such Interest
Payment Date of the principal of this Security to be converted. If shares are to
be issued in the name of a person other than the undersigned, the undersigned
will pay all transfer taxes payable with respect hereto. Any amount required to
be paid by the undersigned on account of interest accompanies this Security.

Principal Amount to be Converted
(in an integral multiple of $1,000, if less than all)

U.S. $
----------

Dated:
--------------

Signature(s) must be guaranteed by
an eligible guarantor institution
(banks, stock brokers, savings and
loan associations and credit unions
with membership in an approved
signature guarantee medallion
program) pursuant to Securities and
Exchange Commission Rule 17Ad-15.

-----------------------------------
Signature Guaranty

A-9

Fill in for registration of shares of Common Stock and Security if to be
issued otherwise than to the registered Holder.

------------------------------------       -------------------------------------
(Name)                                     Social Security or Other Taxpayer
Identification Number

------------------------------------
(Address)

------------------------------------
Please print Name and Address
(including zip code number)

[The above conversion notice is to be modified, as appropriate, for conversion
into other securities or property of the Company.]

A-10

EXHIBIT 4.2
________________________________________________________________________________

AMKOR TECHNOLOGY, INC.

AND

STATE STREET BANK AND TRUST COMPANY,

AS TRUSTEE

__________________________

INDENTURE

Dated as of ___________, 200_

__________________________

__________________________

SENIOR SUBORDINATED DEBT SECURITIES

________________________________________________________________________________

TABLE OF CONTENTS

Page
----

ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE..........................................................1

Section 1.01      Definitions.................................................................................1
Section 1.02      Other Definitions...........................................................................7
Section 1.03      Incorporation by Reference of Trust Indenture Act...........................................8
Section 1.04      Rules of Construction.......................................................................8

ARTICLE 2 THE SECURITIES......................................................................................9

Section 2.01      Forms Generally.............................................................................9
Section 2.02      Amount Unlimited; Issuable in Series........................................................9
Section 2.03      Execution and Authentication...............................................................12
Section 2.04      Registrar, Paying Agent and Conversion Agent...............................................13
Section 2.05      Paying Agent to Hold Money in Trust........................................................14
Section 2.06      Holder Lists...............................................................................14
Section 2.07      Transfer and Exchange......................................................................14
Section 2.08      Replacement Securities.....................................................................16
Section 2.09      Outstanding Securities.....................................................................16
Section 2.10      Treasury Securities........................................................................17
Section 2.11      Temporary Securities.......................................................................17
Section 2.12      Cancellation...............................................................................18
Section 2.13      Defaulted Interest.........................................................................18

ARTICLE 3 REDEMPTION AND PREPAYMENT..........................................................................19

Section 3.01      Applicability of Article...................................................................19
Section 3.02      Election to Redeem; Notice to Trustee......................................................19
Section 3.03      Selection by Trustee of Securities to Be Redeemed..........................................19
Section 3.04      Notice of Redemption.......................................................................20
Section 3.05

Deposit of Redemption Price................................................................21
Section 3.06      Securities Payable on Redemption Date......................................................22
Section 3.07      Securities Redeemed in Part................................................................22
Section 3.08      Conversion Arrangement on Call for Redemption..............................................22

ARTICLE 4 COVENANTS..........................................................................................23

Section 4.01      Payment of Securities......................................................................23
Section 4.02      Maintenance of Office or Agency............................................................23
Section 4.03      Compliance Certificate.....................................................................24
Section 4.04      Taxes......................................................................................24
Section 4.05      Stay, Extension and Usury Laws.............................................................24
Section 4.06      Corporate Existence........................................................................25
Section 4.07      Money for Securities Payments To Be Held in Trust..........................................25

-i-

TABLE OF CONTENTS
(continued)

Page
----

Section 4.08      Taxes......................................................................................26
Section 4.09      Reports by Company.........................................................................26
Section 4.10      Waiver of Certain Covenants................................................................26

ARTICLE 5 SUCCESSORS.........................................................................................27

Section 5.01      Merger, Consolidation, or Sale of Assets...................................................27
Section 5.02      Successor Corporation Substituted..........................................................27

ARTICLE 6 DEFAULTS AND REMEDIES..............................................................................28

Section 6.01      Events of Default..........................................................................28
Section 6.02      Acceleration...............................................................................29
Section 6.03      Other Remedies.............................................................................29
Section 6.04      Waiver of Past Defaults....................................................................30
Section 6.05      Control by Majority........................................................................30
Section 6.06      Limitation on Suits........................................................................30
Section 6.07      Rights of Holders of Securities to Receive Payment.........................................31
Section 6.08      Collection Suit by Trustee.................................................................31
Section 6.09      Trustee May File Proofs of Claim...........................................................31
Section 6.10      Priorities.................................................................................32
Section 6.11      Undertaking for Costs......................................................................32

ARTICLE 7 TRUSTEE............................................................................................32

Section 7.01      Duties of Trustee..........................................................................32
Section 7.02      Rights of Trustee..........................................................................33
Section 7.03      Individual Rights of Trustee...............................................................34
Section 7.04      Trustee's Disclaimer.......................................................................34
Section 7.05      Notice of Defaults.........................................................................34
Section 7.06      Reports by Trustee to Holders of the Securities............................................35
Section 7.07      Compensation and Indemnity.................................................................35
Section 7.08      Replacement of Trustee.....................................................................36
Section 7.09      Successor Trustee by Merger, etc...........................................................37
Section 7.10      Eligibility; Disqualification..............................................................37
Section 7.11      Preferential Collection of Claims Against Company..........................................37

ARTICLE 8 AMENDMENT, SUPPLEMENT AND WAIVER...................................................................37

Section 8.01      Without Consent of Holders of Securities...................................................37
Section 8.02      With Consent of Holders of Securities......................................................39
Section 8.03      Compliance with Trust Indenture Act........................................................40
Section 8.04      Revocation and Effect of Consents..........................................................40
Section 8.05      Notation on or Exchange of Securities......................................................41

-ii-

TABLE OF CONTENTS
(continued)

Page
----

Section 8.06      Effect of Supplemental Indentures..........................................................41
Section 8.07      Trustee Protected..........................................................................41
Section 8.08      Subordination Unimpaired...................................................................41

ARTICLE 9 MISCELLANEOUS......................................................................................42

Section 9.01      Trust Indenture Act Controls...............................................................42
Section 9.02      Notices....................................................................................42
Section 9.03      Communication by Holders of Securities with Other Holders of Securities....................43
Section 9.04      Certificate and Opinion as to Conditions Precedent.........................................43
Section 9.05      Statements Required in Certificate or Opinion..............................................43
Section 9.06      Rules by Trustee and Agents................................................................44
Section 9.07      No Personal Liability of Directors, Officers, Employees and Stockholders...................44
Section 9.08      Governing Law, Consent to Jurisdiction and Service of Process..............................44
Section 9.09      Agent for Service; Submission to Jurisdiction..............................................44
Section 9.10      Successors.................................................................................45
Section 9.11      Severability...............................................................................45
Section 9.12      Counterpart Originals......................................................................45
Section 9.13      Table of Contents, Headings, etc...........................................................45
Section 9.14      Designated Senior Debt.....................................................................45

ARTICLE 10 SINKING FUNDS.....................................................................................45

Section 10.01     Applicability of Article...................................................................45
Section 10.02     Satisfaction of Sinking Fund Payments with Securities......................................46
Section 10.03     Redemption of Securities for Sinking Fund..................................................46

ARTICLE 11 DEFEASANCE AND COVENANT DEFEASANCE................................................................46

Section 11.01     Company's Option to Effect Defeasance or Covenant Defeasance...............................46
Section 11.02     Defeasance and Discharge...................................................................47
Section 11.03     Covenant Defeasance........................................................................47
Section 11.04     Conditions to Defeasance or Covenant Defeasance............................................48
Section 11.05     Deposited Money, U.S. Government Obligations and Foreign Government Obligations to be Held
in Trust; Miscellaneous Provisions.........................................................50
Section 11.06     Reinstatement..............................................................................50

ARTICLE 12 CONVERSION OF SECURITIES..........................................................................51

Section 12.01     Applicability of Article...................................................................51
Section 12.02     Exercise of Conversion Privilege...........................................................51
Section 12.03     Cash Payments in Lieu of Fractional Shares.................................................52
Section 12.04     Taxes on Shares Issued.....................................................................52
Section 12.05     Adjustment of Conversion Price.............................................................52

-iii-

TABLE OF CONTENTS
(continued)

Page
----

Section 12.06     Effect of Reclassification, Consolidation, Merger or Sale..................................61
Section 12.07     Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock....................62
Section 12.08     Responsibility of Trustee..................................................................62
Section 12.09     Notice to Holders Prior to Certain Actions.................................................63

ARTICLE 13 SUBORDINATION.....................................................................................64

Section 13.01     Agreement to Subordinate...................................................................64
Section 13.02     Liquidation; Dissolution; Bankruptcy.......................................................64
Section 13.03     Default on Senior Debt and/or Designated Senior Debt.......................................65
Section 13.04     Acceleration of Securities.................................................................65
Section 13.05     When Distribution Must Be Paid Over........................................................66
Section 13.06     Notice by Company..........................................................................66
Section 13.07     Subrogation................................................................................66
Section 13.08     Relative Rights............................................................................67
Section 13.09     Subordination May Not Be Impaired by Company...............................................67
Section 13.10     Distribution or Notice to Representative...................................................67
Section 13.11     Rights of Trustee and Paying Agent.........................................................67
Section 13.12     Authorization to Effect Subordination......................................................68
Section 13.13     Article Applicable to Paying Agents........................................................68
Section 13.14     Senior Debt Entitled to Rely...............................................................68
Section 13.15     Permitted Payments.........................................................................68
Section 13.16     Certain Conversions Deemed Payment.........................................................69

ARTICLE 14 SATISFACTION AND DISCHARGE OF INDENTURE...........................................................69

Section 14.01     Discharge of Indenture.....................................................................69
Section 14.02     Deposited Monies to be Held in Trust by Trustee............................................70
Section 14.03     Paying Agent to Repay Monies Held..........................................................70
Section 14.04     Return of Unclaimed Monies.................................................................70
Section 14.05     Reinstatement..............................................................................70

EXHIBITS

Exhibit A         FORM OF SECURITY

-iv-

Amkor Technology, Inc.

Certain Sections of this Indenture relating to Sections 3.10 through 3.18,
inclusive, of the Trust Indenture Act of 1939:

Section 3.10           (a)(1)..............................................................           7.03, 7.10
(a)(2)..............................................................           7.03, 7.10
(a)(3)..............................................................       Not Applicable
(a)(4)..............................................................       Not Applicable
(b).................................................................     7.03, 7.08, 7.10
Section 3.11           (a).................................................................                 7.11
(b).................................................................                 7.11
Section 3.12           (a).................................................................                 2.06
(b).................................................................                 9.03
(c).................................................................                 9.03
Section 3.13           (a).................................................................                 7.06
(b)(2)..............................................................           7.06, 7.07
(c).................................................................           7.06, 9.02
(d).................................................................                 7.06
Section 3.14           (a).................................................................                 4.09
(a)(4)..............................................................  1.01, 4.03(a), 9.05
(b).................................................................       Not Applicable
(c)(1)..............................................................  1.01, 9.04(a), 9.05
(c)(2)..............................................................  1.01, 9.04(b), 9.05
(c)(3)..............................................................       Not Applicable
(d).................................................................       Not Applicable
(e).................................................................                 9.05
Section 3.15           (a).................................................................                 7.01(b)
(b).................................................................                 7.05
(c).................................................................                 7.01(a)
(d).................................................................           6.05, 7.01(c)
(e).................................................................                 6.07
Section 3.16           (a).................................................................           6.04, 6.05
(a)(1)(A)...........................................................                 6.05
(a)(1)(B)...........................................................                 6.04
(a)(2)..............................................................       Not Applicable
(a)(2)..............................................................       Not Applicable
(b).................................................................                 6.07
(c).................................................................           1.01, 2.02
Section 3.17           (a)(1)..............................................................                 6.08
(a)(2)..............................................................                 6.09
(b).................................................................                 2.05
Section 3.18           (a).................................................................                 9.01
(c).................................................................                 9.01

NOTE: This reconciliation and tie shall not, for any purpose, be deemed to
be a part of the Indenture.

-i-

INDENTURE dated as of __________, 200_ between Amkor Technology, Inc., a
Delaware corporation (the "Company"), and State Street Bank and Trust Company,
as trustee (the "Trustee").

RECITALS OF THE COMPANY

The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (herein called the
"Securities"), to be issued in one or more series as provided in this Indenture.

All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities or of series
thereof appertaining, as follows:

ARTICLE 1
DEFINITIONS AND INCORPORATION
BY REFERENCE

Section 1.01    Definitions.

"Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise; provided that beneficial ownership of 10% or more, or an
agreement, obligation or option to purchase 10% or more, of the Voting Stock of
a Person shall be deemed to be control. For purposes of this definition, the
terms "controlling," "controlled by" and "under common control with" shall have
correlative meanings.

"Agent" means any Registrar, Paying Agent or co-registrar.

"Bankruptcy Law" means Title 11, U.S. Code or any similar federal or state
law for the relief of debtors as from time to time amended and applicable to
relevant case.

"Board of Directors" means the Board of Directors of the Company, or any
authorized committee of the Board of Directors.

"Business Day" means any day other than a Legal Holiday.

"Capital Stock" means (i) in the case of a corporation, corporate stock,
(ii) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
corporate stock, (iii) in the case of a partnership or limited liability
company, partnership or membership interests (whether general or limited), and
(iv) any other interest or participation that confers on a Person the right to
receive a share of the profits and losses of, or distributions of assets of, the
issuing Person.

"Company" means Amkor Technology, Inc., and any and all successors
thereto.

"Corporate Trust Office of the Trustee" shall be at the address of the
Trustee at which the trust created by this Indenture is administered, which
address as of the date hereof is specified in Section 11.02 hereof, or such
other address as to which the Trustee may give notice to the Company.

"Covenant Defeasance" has the meaning specified in Section 11.03.

"Credit Agreement" means the Amended and Restated Credit Agreement dated
as of March 30, 2001 (as amended, supplemented or otherwise modified from time
to time, this "Agreement") among the Company, the banks, financial institutions
and other institutional lenders listed on the signature pages thereof as the
Lenders, the banks listed on the signature pages thereof as the Issuing Banks,
Salomon Smith Barney Inc. ("SSBI"), as sole book manager, Citicorp USA, Inc., as
administrative agent for the lender parties and as collateral agent, Deutsche
Banc Alex. Brown Inc. ("DBAB"), as syndication agent, and SSBI and DBAB, as
arrangers, as such agreement may be amended, restated, modified, renewed,
refunded, replaced or refinanced, in whole or in part, from time to time.

"Custodian" means the Trustee, as custodian with respect to the Securities
in global form, or any successor entity thereto.

"Default" means any event that is, or with the passage of time or the
giving of notice or both would, be an Event of Default.

"Defeasance" has the meaning specified in Section 11.02.

"Depositary" means, with respect to Securities of any series issuable in
whole or in part in the form of one or more Global Securities, a clearing agency
registered under the Exchange Act that is designated to act as Depositary for
such Securities as contemplated by Section 3.1.

"Designated Senior Debt" means (i) any Senior Debt outstanding under the
Credit Agreement, (ii) Senior Debt outstanding under the Company's 9.25% Senior
Notes due May 1, 2006, and its 9.25% Senior Notes due February 15, 2008, as such
notes or the related indentures may be amended, restated, supplemented,
modified, renewed, refunded, replaced or refinanced, in whole or in part, from
time to time, and (iii) any particular Senior Debt if the instrument creating or
evidencing the same or the assumption or guarantee thereof (or related
agreements or documents to which the Company is a party) expressly provides that
such Indebtedness shall be "Designated Senior Debt" for purposes of the
Indenture (provided that such instrument, agreement or other

-2-

document may place limitations and conditions on the right of such Senior Debt
to exercise the rights of Designated Senior Debt).

"euro" or "euros" means the currency adopted by those nations
participating in the third stage of the economic and monetary union provisions
of the Treaty on European Union, signed at Maastricht on February 7, 1992.

"European Economic Area" means the member nations of the European Economic
Area pursuant to the Oporto Agreement on the European Economic Area dated May 2,
1992, as amended.

"European Union" means the member nations of the European Union
established by the Treaty of European Union, signed at Maastricht on February 2,
1992, which amended the Treaty of Rome establishing the European Community.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Existing Convertible Subordinated Notes" means all of the Company's
outstanding indebtedness under its 5 3/4% Convertible Subordinated Notes due
2003 and its 5% Convertible Subordinated Notes due 2006.

"Existing Senior Subordinated Notes" means all of the Company's
outstanding indebtedness under its 10.50% Senior Subordinated Notes due May 1,
2009.

"Foreign Government Obligation" means with respect to Securities of any
series which are not denominated in the currency of the United States of America
(x) any security which is (i) a direct obligation of the government which issued
or caused to be issued the currency for the payment of which obligations its
full faith and credit is pledged or, with respect to Securities of any series
which are denominated in euros, a direct obligation of any member nation of the
European Union for the payment of which obligation the full faith and credit of
the respective nation is pledged so long as such nation has a credit rating at
least equal to that of the highest rated member nation of the European Economic
Area, or (ii) an obligation of a Person controlled or supervised by and acting
as an agency or instrumentality of a government specified in Clause (i) above
the payment of which is unconditionally guaranteed as a full faith and credit
obligation by the such government, which, in either case (i) or (ii), is not
callable or redeemable at the option of the issuer thereof, and (y) any
depositary receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act) as custodian with respect to any Foreign Government Obligation
which is specified in Clause (x) above and held by such bank for the account of
the holder of such depositary receipt, or with respect to any specific payment
of principal of or interest on any Foreign Government Obligation which is so
specified and held, provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depositary receipt from any amount received by the custodian in respect of
the Foreign Government Obligation or the specific payment of principal or
interest evidenced by such depositary receipt.

"GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public

-3-

Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as have been
approved by a significant segment of the accounting profession, which are in
effect from time to time.

"Global Securities" means a Security that is registered in the Register
and that is set forth in Exhibit A hereto, which is incorporated in and
expressly made a part of this Indenture.

"Global Securities Legend" means the legend labeled as such and that is
set forth in Exhibit A hereto, which is incorporated in and expressly made a
part of this Indenture.

"Holder" means a Person in whose name a Security of any series is
registered.

"Indebtedness" means, with respect to any Person, all obligations, whether
or not contingent, of such Person (i) (a) for borrowed money (including, but not
limited to, any indebtedness secured by a security interest, mortgage or other
lien on the assets of that Person that is (1) given to secure all or part of the
purchase price of property subject thereto, whether given to the vendor of such
property or to another, or (2) existing on property at the time of acquisition
thereof), (b) evidenced by a note, debenture, bond or other written instrument,
(c) under a lease required to be capitalized on the balance sheet of the lessee
under GAAP or under any lease or related document (including a purchase
agreement) that provides that such Person is contractually obligated to purchase
or cause a third party to purchase and thereby guarantee a minimum residual
value of the lease property to the lessor and the obligations of the Company
under such lease or related document to purchase or to cause a third party to
purchase such leased property, (d) in respect of letters of credit, bank
guarantees or bankers' acceptances (including reimbursement obligations with
respect to any of the foregoing), (e) with respect to Indebtedness secured by a
mortgage, pledge, lien, encumbrance, charge or adverse claim affecting title or
resulting in an encumbrance to which the property or assets of such Person are
subject, whether or not the obligation secured thereby shall have been assumed
by or shall otherwise be such Person's legal liability, (f) in respect of the
balance of deferred and unpaid purchase price of any property or assets, (g)
under interest rate or currency swap agreements, cap, floor and collar
agreements, spot and forward contracts and similar agreements and arrangements;
(ii) with respect to any obligation of others of the type described in the
preceding clause (i) or under clause (iii) below assumed by or guaranteed in any
manner by such Person through an agreement to purchase (including, without
limitation, "take or pay" and similar arrangements), contingent or otherwise
(and the obligations of such Person under any such assumptions, guarantees or
other such arrangements); and (iii) any and all deferrals, renewals, extensions,
refinancings and refundings of, or amendments, modifications or supplements to,
any of the foregoing.

"Indenture" means this instrument as originally executed and as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively. The term "Indenture" shall also include the terms of particular
series of Securities established as contemplated by Section 3.1; provided,
however, that if at any time more than one Person is acting as Trustee under
this Indenture due to the appointment of one or more separate Trustees for any
one or more separate

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series of Securities, "Indenture" shall mean, with respect to such series of
Securities for which any such Person is Trustee, this instrument as originally
executed or as it may from time to time be supplemented or amended by one or
more indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and shall include the terms of particular series of Securities
for which such Person is Trustee established as contemplated by Section 3.1,
exclusive, however, of any provisions or terms which relate solely to other
series of Securities for which such Person is not Trustee, regardless of when
such terms or provisions were adopted, and exclusive of any provisions or terms
adopted by means of one or more indentures supplemental hereto executed and
delivered after such Person had become such Trustee, but to which such person,
as such Trustee, was not a party; provided, further that in the event that this
Indenture is supplemented or amended by one or more indentures supplemental
hereto which are only applicable to certain series of Securities, the term
"Indenture" for a particular series of Securities shall only include the
supplemental indentures applicable thereto.

"Interest," when used with respect to an Original Issue Discount Security
which by its terms bears interest only after Maturity, means interest payable
after Maturity.

"Interest Payment Date," when used with respect to any Security, means the
Stated Maturity of an installment of interest on such Security.

"Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized by
law, regulation or executive order to remain closed. If a payment date is a
Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue on
such payment for the intervening period.

"Maturity," when used with respect to any Security, means the date on
which the principal of such Security or an installment of principal becomes due
and payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, repurchase at the option of the holder of such
Security or otherwise.

"Offering" means the offering of the Securities by the Company.

"Officer" means, with respect to any Person, the Chairman of the Board,
the Chief Executive Officer, the President, the Chief Operating Officer, the
Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller,
the Secretary or any Vice-President of such Person.

"Officers' Certificate" means a certificate signed on behalf of the
Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company, that meets the requirements of
Section 9.05 hereof.

"Opinion of Counsel" means an opinion from legal counsel who is reasonably
acceptable to the Trustee, that meets the requirements of Section 9.05 hereof.
The counsel may be an employee of or counsel to the Company, any Subsidiary of
the Company or the Trustee.

-5-

"Original Issue Discount Security" means any Security which provides for
an amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 6.02.

"Participant" means, with respect to the Depositary, a Person who has an
account with the Depositary.

"Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof (including any
subdivision or ongoing business of any such entity or substantially all of the
assets of any such entity, subdivision or business).

"Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 2.02.

"Responsible Officer," when used with respect to the Trustee, means any
officer within the Corporate Trust Administration Department of the Trustee (or
any successor group of the Trustee) or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.

"Securities" has the meaning stated in the first recital of this Indenture
and more particularly means any Securities authenticated and delivered under
this Indenture.

"Securities Act" means the Securities Act of 1933, as amended.

"SEC" means the Securities and Exchange Commission.

"Senior Debt" means the principal of, premium, if any, and interest on,
rent under, and any other amounts payable on or in respect of any Indebtedness
of the Company (including, without limitation, any Obligations in respect of
such Indebtedness and, in the case of Designated Senior Debt, any interest
accruing after the filing of a petition by or against the Company under any
bankruptcy law, whether or not allowed as a claim after such filing in any
proceeding under such bankruptcy law), whether outstanding on the Issue Date or
thereafter created, incurred, assumed, guaranteed or in effect guaranteed by the
Company (including all deferrals, renewals, extensions or refundings of, or
amendments, modifications or supplements to the foregoing); provided, however,
that Senior Debt does not include (t) Indebtedness evidenced by the Securities,
(u) the Existing Convertible Subordinated Notes, (v) the Existing Senior
Subordinated Notes, (w) any liability for federal, state, local or other taxes
owed or owing by the Company, (x) Indebtedness of the Company to any Subsidiary
of the Company except to the extent such Indebtedness is of a type described in
clause (ii) of the definition of Indebtedness, (y) trade payables of the Company
for goods, services or materials purchased in the ordinary course of business
(other than, to the extent they may otherwise constitute trade payables, any
obligations of the type described in clause (ii) of the definition of
Indebtedness), and (z) any particular Indebtedness in which the instrument
creating or evidencing the

-6-

same expressly provides that such Indebtedness shall not be senior in right of
payment to, or is pari passu with, or is subordinated or junior to, the
Securities.

"Significant Subsidiary" means any Subsidiary that would be a "significant
subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated
pursuant to the Act, as such Regulation is in effect on the date hereof assuming
that the Company were the "registrant" for purposes of such definition; provided
that in no event shall a "Significant Subsidiary" include (i) any direct or
indirect subsidiary of the Company created for the primary purpose of
facilitating one or more Receivable Programs or holding or purchasing inventory,
or (ii) any non-operating Subsidiary which does not have any liabilities to
Persons other than the Company or its Subsidiaries, or (iii) any Unrestricted
Subsidiary.

"Stated Maturity" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which such payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and shall not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.

"TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) as in effect on the date on which this Indenture is qualified
under the TIA.

"Trustee" means the party named as such above until a successor replaces
it in accordance with the applicable provisions of this Indenture and thereafter
means the successor serving hereunder.

"U.S. Government Obligations" means direct obligations of the United
States of America for the payment of which the full faith and credit of the
United States of America is pledged. In order to have money available on a
payment date to pay principal or interest on the Securities, the U.S. Government
Obligations shall be payable as to principal or interest on or before such
payment date in such amounts as will provide the necessary money. U.S.
Government Obligations shall not be callable at the issuer's option.

"U.S. Person" means a U.S. person as defined in Rule 902(o) under the
Securities Act.

"Voting Stock" of any Person as of any date means the Capital Stock of
such Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

Section 1.02    Other Definitions.

TERM                               DEFINED IN SECTION
----                               ------------------

"Authentication Order" ..................................            2.02
"Covenant Defeasance" ...................................            8.03
"DTC" ...................................................            2.03
"Event of Default" ......................................            6.01
"Legal Defeasance" ......................................            8.02

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TERM                               DEFINED IN SECTION
----                               ------------------

"Paying Agent" ..........................................            2.03
"Registrar" .............................................            2.03

Section 1.03    Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture.

The following TIA terms used in this Indenture have the following
meanings:

"indenture securities" means the Securities;

"indenture security Holder" means a Holder of a Security;

"indenture to be qualified" means this Indenture;

"indenture trustee" or "institutional trustee" means the Trustee; and

"obligor" on the Securities means the Company and any successor obligor
upon the Securities.

All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the TIA
have the meanings so assigned to them.

Section 1.04    Rules of Construction.

Unless the context otherwise requires:

(a)   a term has the meaning assigned to it;

(b)   an accounting term not otherwise defined has the meaning assigned to
it in accordance with GAAP;

(c)   "or" is not exclusive;

(d)   words in the singular include the plural, and in the plural include
the singular;

(e)   provisions apply to successive events and transactions; and

(f)   references to sections of or rules under the Securities Act shall be
deemed to include substitute, replacement of successor sections or rules adopted
by the SEC from time to time.

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ARTICLE 2
THE SECURITIES

Section 2.01    Forms Generally.

The Securities of each series shall be in substantially the form set forth
in Exhibit A, or in such other form as shall be established by or pursuant to a
Board Resolution or in one or more indentures supplemental hereto, in each case
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture, and may have such letters,
numbers or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with the rules of any securities exchange
or Depositary therefor or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution thereof. If
the form of Securities of any series is established by action taken pursuant to
a Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 2.03 for the authentication and delivery of such
Securities. Any such Board Resolution or record of such action shall have
attached thereto a true and correct copy of the form of Security referred to
therein approved by or pursuant to such Board Resolution.

The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced by their execution of
such Securities.

Section 2.02    Amount Unlimited; Issuable in Series.

The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited.

The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 2.03,
set forth, or determined in the manner provided, in an Officers' Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series,

(1)   the title of the Securities of the series (which shall distinguish
the Securities of the series from Securities of any other series);

(2)   any limit upon the aggregate principal amount of the Securities of
the series which may be authenticated and delivered under this Indenture (except
for Securities authenticated and delivered upon registration of transfer of, or
in exchange for, or in lieu of, other Securities of the series pursuant to
Section 2.07, 2.08, 2.11, 3.07 or 8.05 and except for any Securities which,
pursuant to Section 2.03, are deemed never to have been authenticated and
delivered hereunder);

-9-

(3)   the Person to whom any interest on a Security of the series shall be
payable, if other than the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest;

(4)   the date or dates on which the principal of any Securities of the
series is payable;

(5)   the rate or rates at which any Securities of the series shall bear
interest, if any, the date or dates from which any such interest shall accrue,
the Interest Payment Dates on which any such interest shall be payable and the
Regular Record Date for any such interest payable on any Interest Payment Date;

(6)   the place or places where the principal of and any premium and
interest on any Securities of the series shall be payable;

(7)   the period or periods within which, the price or prices at which and
the terms and conditions upon which any Securities of the series may be
redeemed, in whole or in part, at the option of the Company and, if other than
by a Board Resolution, the manner in which any election by the Company to redeem
the Securities shall be evidenced;

(8)   the obligation, if any, of the Company to redeem or purchase any
Securities of the series pursuant to any sinking fund or analogous provisions or
at the option of the Holder thereof and the period or periods within which, the
price or prices at which and the terms and conditions upon which any Securities
of the series shall be redeemed or purchased, in whole or in part, pursuant to
such obligation;

(9)   if other than denominations of $1,000 and any integral multiple
thereof, the denominations in which any Securities of the series shall be
issuable;

(10)  if the amount of principal of or any premium or interest on any
Securities of the series may be determined with reference to an index or
pursuant to a formula, the manner in which such amounts shall be determined;

(11)  if other than the currency of the United States of America, the
currency, currencies or currency units in which the principal of or any premium
or interest on any Securities of the series shall be payable and the manner of
determining the equivalent thereof in the currency of the United States of
America for any purpose;

(12)  if the principal of or any premium or interest on any Securities of
the series is to be payable, at the election of the Company or the Holder
thereof, in one or more currencies or currency units other than that or those in
which such Securities are stated to be payable, the currency, currencies or
currency units in which the principal of or any premium or interest on such
Securities as to which such election is made shall be payable, the periods
within which and the terms and conditions upon which such election is to be made
and the amount so payable (or the manner in which such amount shall be
determined);

-10-

(13)  if other than the entire principal amount thereof, the portion of
the principal amount of any Securities of the series which shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 6.02;

(14)  if the principal amount payable at the Stated Maturity of any
Securities of the series will not be determinable as of any one or more dates
prior to the Stated Maturity, the amount which shall be deemed to be the
principal amount of such Securities as of any such date for any purpose
thereunder or hereunder, including the principal amount thereof which shall be
due and payable upon any Maturity other than the Stated Maturity or which shall
be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in
any such case, the manner in which such amount deemed to be the principal amount
shall be determined);

(15)  if applicable, that the Securities of the series, in whole or any
specified part, shall be defeasible pursuant to Section 11.02 or Section 11.03
or both such Sections, or any other defeasance provisions applicable to any
Securities of the series, and, if other than by a Board Resolution, the manner
in which any election by the Company to defease such Securities shall be
evidenced;

(16)  if applicable, the terms of any right to convert or exchange
Securities of the series into shares of Common Stock of the Company or other
securities or property;

(17)  if applicable, that any Securities of the series shall be issuable
in whole or in part in the form of one or more Global Securities and, in such
case, the respective Depositaries for such Global Securities, the form of any
legend or legends which shall be borne by any such Global Security in addition
to or in lieu of that set forth in Exhibit A and any circumstances in addition
to or in lieu of those set forth in Section 2.07 in which any such Global
Security may be exchanged in whole or in part for Securities registered, and any
transfer of such Global Security in whole or in part may be registered, in the
name or names of Persons other than the Depositary for such Global Security or a
nominee thereof;

(18)  any addition to or change in the Events of Default which applies to
any Securities of the series and any change in the right of the Trustee or the
requisite Holders of such Securities to declare the principal amount thereof due
and payable pursuant to Section 6.02;

(19)  any addition to or change in the covenants set forth in Article IV
which applies to Securities of the series;

(20)  any Authenticating Agents, Paying Agents, Security Registrars or
such other agents necessary in connection with the issuance of the Securities of
such series, including, without limitation, Exchange Rate Agents and Calculation
Agents;

(21)  if applicable, the terms of any security that will be provided for a
series of Securities; and

(22)  any other terms of the series (which terms shall not be inconsistent
with the provisions of this Indenture, except as permitted by Section 8.03).

-11-

All Securities of any one series shall be substantially identical except
as to denomination and except as may otherwise be provided in or pursuant to the
Board Resolution referred to above and (subject to Section 2.03) set forth, or
determined in the manner provided, in the Officers' Certificate referred to
above or in any such indenture supplemental hereto.

If any of the terms of the series are established by action taken pursuant
to a Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.

The Securities of each series shall be issuable only in registered form
without coupons and only in such denominations as shall be specified as
contemplated by this section. In the absence of any such specified denomination
with respect to the Securities of any series, the Securities of such series
shall be issuable in denominations of $1,000 and any integral multiple thereof.

Section 2.03 Execution and Authentication.

Two Officers shall sign the Securities for the Company by manual or
facsimile signature.

If an Officer whose signature is on a Security no longer holds that office
at the time such Security is authenticated, the Security shall nevertheless be
valid.

No Security shall be valid until authenticated by the manual signature of
the Trustee. The signature shall be conclusive evidence that such Security has
been authenticated under this Indenture.

At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities. If the
form or terms of the Securities of the series have been established by or
pursuant to one or more Board Resolutions as permitted by Sections 2.01 and
2.02, in authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 7.01) shall be
fully protected in relying upon, a copy of such Board Resolution, the Officers'
Certificate setting forth the terms of the series and an Opinion of Counsel,
with such Opinion of Counsel stating,

(1)   if the form of such Securities has been established by or
pursuant to Board Resolution as permitted by Section 2.01, that such form
has been established in conformity with the provisions of this Indenture;

(2)   if the terms of such Securities have been established by or
pursuant to Board Resolution as permitted by Section 2.02, that such terms
have been established in conformity with the provisions of this Indenture;
and

-12-

(3)   that such Securities, when authenticated and delivered by the
Trustee and issued by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute valid and
legally binding obligations of the Company enforceable in accordance with
their terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity
principles.

If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

Each Security shall be dated the date of its authentication.

Notwithstanding the provisions of Section 2.02 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 2.02 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the
authentication of each Security of such series if such documents are delivered
at or prior to the authentication upon original issuance of the first Security
of such series to be issued.

The Trustee may appoint an authenticating agent acceptable to the Company
to authenticate any Security. An authenticating agent may authenticate any
Security whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with Holders or an
Affiliate of the Company.

Section 2.04    Registrar, Paying Agent and Conversion Agent.

The Company shall maintain an office or agency where Securities of any
series may be presented for registration of transfer or for exchange
("Registrar"), an office or agency where Securities of any series may be
presented for payment ("Paying Agent"), and an office or agency where Securities
may be presented for conversion, if applicable (the "Conversion Agent"). The
Registrar shall keep a register of the Securities of any series and of their
transfer and exchange. The Company may appoint one or more co-registrars, one or
more additional paying agents and one or more additional conversion agents. The
term "Registrar" includes any co-registrar, the term "Paying Agent" includes any
additional paying agent and the term "Conversion Agent" includes any additional
conversion agent. The Company may change any Paying Agent, Registrar or
Conversion Agent without notice to any Holder. The Company shall notify the
Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Company fails to appoint or maintain another entity as
Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such. The
Company or any of its Subsidiaries may act as Paying Agent, Registrar or
Conversion Agent.

The Company initially appoints The Depository Trust Company ("DTC") to act
as Depositary with respect to the Global Securities.

-13-

The Company initially appoints the Trustee to act as the Registrar, Paying
Agent and Conversion Agent and to act as Custodian with respect to the Global
Securities.

Section 2.05    Paying Agent to Hold Money in Trust.

The Company shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal, premium or interest on Securities of any series, and will notify the
Trustee of any default by the Company in making any such payment. While any such
default continues, the Trustee may require a Paying Agent to pay all money held
by it to the Trustee. The Company at any time may require a Paying Agent to pay
all money held by it to the Trustee. Upon payment over to the Trustee, the
Paying Agent (if other than the Company or a Subsidiary) shall have no further
liability for the money. If the Company or a Subsidiary acts as Paying Agent, it
shall segregate and hold in a separate trust fund for the benefit of the Holders
all money held by it as Paying Agent. Upon any bankruptcy or reorganization
proceedings relating to the Company, the Trustee shall serve as Paying Agent for
the Securities.

Section 2.06    Holder Lists.

The Trustee of any series of Securities shall preserve in as current a
form as is reasonably practicable the most recent list available to it of the
names and addresses of all Holders of such series and shall otherwise comply
with TIA Section 312(a). If the Trustee is not the Registrar of such series, the
Company shall furnish to the Trustee at least seven Business Days before each
interest payment date and at such other times as the Trustee may request in
writing, a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of the Holders of Securities of any series
and the Company shall otherwise comply with TIA Section 312(a).

Section 2.07    Transfer and Exchange

Upon surrender for registration of transfer of any Security of a series at
the office or agency of the Company in a Place of Payment for that series, the
Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Securities of
the same series, of any authorized denominations and of like tenor and aggregate
principal amount.

At the option of the Holder, Securities of any series may be exchanged for
other Securities of the same series, of any authorized denominations and of like
tenor and aggregate principal amount, upon surrender of the Securities to be
exchanged at such office or agency. Whenever any Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities which the Holder making the exchange is entitled to
receive.

All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

-14-

Every Security presented or surrendered for registration of transfer or
for exchange shall (if so required by the Company or the Trustee) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed, by the
Holder thereof or its attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Sections 2.11, 3.08, 8.05 or 12.02 not involving any
transfer.

If the Securities of any series (or of any series and specified tenor) are
to be redeemed in part, the Company shall not be required (A) to issue, register
the transfer of or exchange any Securities of that series (or of that series and
specified tenor, as the case may be) during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of any
such Securities selected for redemption under Section 3.03 and ending at the
close of business on the day of such mailing, or (B) to register the transfer of
or exchange any Security so selected for redemption in whole or in part, except
the unredeemed portion of any Security being redeemed in part.

The provisions of Clauses (1), (2), (3) and (4) below shall apply only to
Global Securities:

(1)   Each Global Security authenticated under this Indenture shall
be registered in the name of the Depositary designated for such Global
Security or a nominee thereof and delivered to such Depositary or a
nominee thereof or custodian therefor, and each such Global Security shall
constitute a single Security for all purposes of this Indenture.

(2)   Notwithstanding any other provision in this Indenture, no
Global Security may be exchanged in whole or in part for Securities
registered, and no transfer of a Global Security in whole or in part may
be registered, in the name of any Person other than the Depositary for
such Global Security or a nominee thereof unless (A) such Depositary (i)
has notified the Company that it is unwilling or unable to continue as
Depositary for such Global Security or (ii) has ceased to be a clearing
agency registered under the Exchange Act, (B) there shall have occurred
and be continuing an Event of Default with respect to such Global Security
or (C) there shall exist such circumstances, if any, in addition to or in
lieu of the foregoing as have been specified for this purpose as
contemplated by Section 2.02.

(3)   Subject to Clause (2) above, any exchange of a Global Security
for other Securities may be made in whole or in part, and all Securities
issued in exchange for a Global Security or any portion thereof shall be
registered in such names as the Depositary for such Global Security shall
direct.

(4)   Every Security authenticated and delivered upon registration
of transfer of, or in exchange for or in lieu of, a Global Security or any
portion thereof, whether pursuant to this Section, Sections 2.08, 2.11 or
8.06 or otherwise, shall be authenticated and delivered in the form of,
and shall be, a Global Security, unless such Security is registered in the
name of a Person other than the Depositary for such Global Security or a
nominee thereof.

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Section 2.08    Replacement Securities.

If the holder of a Security of any series claims that such Security has
been lost, destroyed or wrongfully taken, the Company shall issue and the
Trustee shall authenticate a replacement Security of that series if the
Trustee's requirements are met. If required by the Trustee or the Company as a
condition of receiving a replacement Security, the holder of a Security must
provide a certificate of loss and an indemnity and/or an indemnity bond
sufficient, in the judgment of both the Company and the Trustee, to fully
protect the Company, the Trustee, any Agent and any authenticating agent from
any loss, liability, cost or expense which any of them may suffer or incur if
the Security is replaced. The Company and the Trustee may charge the relevant
holder for their expenses in replacing any Security.

The Trustee or any authenticating agent may authenticate any such
substituted Security, and deliver the same upon the receipt of such security or
indemnity as the Trustee, the Company and, if applicable, such authenticating
agent may require. Upon the issuance of any substituted Security, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses connected therewith. In case any Security of a series which has matured
or is about to mature, or has been called for redemption pursuant to Article
III, or is about to be converted into Common Stock pursuant to Article XII,
shall become mutilated or be destroyed, lost or stolen, the Company may, instead
of issuing a substitute Security of that series, pay or authorize the payment of
or convert or authorize the conversion of the same (without surrender thereof
except in the case of a mutilated Security), as the case may be, if the
applicant for such payment or conversion shall furnish to the Company, to the
Trustee and, if applicable, to the authenticating agent such security or
indemnity as may be required by them to save each of them harmless for any loss,
liability, cost or expense caused by or connected with such substitution, and,
in case of destruction, loss or theft, evidence satisfactory to the Company, the
Trustee and, if applicable, any paying agent or conversion agent of the
destruction, loss or theft of such Security and of the ownership thereof.

Every replacement Security of any series is an additional obligation of
the Company and shall be entitled to all the benefits provided under this
Indenture equally and proportionately with all other Securities of that series
duly issued, authenticated and delivered hereunder.

Section 2.09    Outstanding Securities.

The Securities of any series outstanding at any time are all the
Securities of such series authenticated by the Trustee except for those canceled
by it, those delivered to it for cancellation, those reductions in the interest
in a Global Security effected by the Trustee in accordance with the provisions
hereof, and those described in this Section as not outstanding. Except as set
forth in Section 2.09 hereof, a Security of any series does not cease to be
outstanding because the Company or an Affiliate of the Company holds the
Security.

If a Security of any series is replaced pursuant to Section 2.08 hereof,
it ceases to be outstanding unless the Trustee receives proof satisfactory to it
that the replaced Security is held by a bona fide purchaser.

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If the principal amount of any Security of any series is considered paid
under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases
to accrue.

If the Paying Agent (other than the Company, a Subsidiary or an Affiliate
of any thereof) holds, on a redemption date or maturity date, money sufficient
to pay Securities of any series payable on that date, then on and after that
date such Securities shall be deemed to be no longer outstanding and shall cease
to accrue interest.

Section 2.10    Treasury Securities.

In determining whether the Holders of the required principal amount of
Securities of any series have concurred in any direction, waiver or consent,
Securities of that series owned by the Company, or by any Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company, shall be considered as though not outstanding, except
that for the purposes of determining whether the Trustee shall be protected in
relying on any such direction, waiver or consent, only Securities of that series
that the Trustee knows are so owned shall be so disregarded.

Section 2.11    Temporary Securities.

(a)   Until certificates representing Securities of any series are ready
for delivery, the Company may prepare and the Trustee, upon receipt of an
Authentication Order, shall authenticate temporary Securities of that series.
Temporary Securities shall be substantially in the form of certificated
Securities of that series but may have variations that the Company considers
appropriate for temporary Securities of that series and as shall be reasonably
acceptable to the Trustee. Without unreasonable delay, the Company shall prepare
and the Trustee shall authenticate definitive Securities of any series in
exchange for temporary Securities of that series.

Holders of temporary Securities of any series shall be entitled to all of
the benefits of this Indenture.

(b)   Except for transfers made in accordance with Section 2.07, a Global
Security deposited with the Depositary or with the Trustee as custodian for the
Depositary shall be transferred to the beneficial owners thereof in the form of
certificated Securities of that series in definitive form only if such transfer
complies with Section 2.07 and (i) the Depositary notifies the Company that it
is unwilling or unable to continue as Depositary for such Global Security or if
at any time such Depositary ceases to be a "clearing agency" registered under
the Exchange Act and a successor Depositary is not appointed by the Company
within 90 days of such notice, or (ii) an Event of Default has occurred and is
continuing.

(c)   Any Global Security of any series or interest thereon that is
transferable to the beneficial owners thereof in the form of certificated
Securities of that series in definitive form shall, if held by the Depository,
be surrendered by the Depositary to the Trustee, without charge, and the Trustee
shall authenticate and deliver, upon such transfer of each portion of such
Global Security of that series, an equal aggregate principal amount of
Securities of that series of authorized

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denominations in the form of certificated Securities of that series in
definitive form. Any portion of a Global Security transferred pursuant to this
Section shall be executed, authenticated and delivered only in denominations of
$1,000 and any integral multiple thereof and registered in such names as the
Depositary shall direct.

(d)   Prior to any transfer pursuant to Section 2.11(b), the registered
holder of a Global Security of any series may grant proxies and otherwise
authorize any Person, including Agent Members and Persons that may hold
interests through Agent Members, to take any action which a holder is entitled
to take under this Indenture or the Securities of that series.

(e)   The Company will make available to the Trustee a reasonable supply
of certificated Securities of any series in definitive form without interest
coupons.

Section 2.12    Cancellation.

The Company at any time may deliver Securities of any series to the
Trustee for cancellation. The Registrar and Paying Agent shall forward to the
Trustee any Securities of any series surrendered to them for registration of
transfer, exchange or payment. The Trustee and no one else shall cancel
Securities of any series surrendered for registration of transfer, exchange,
payment, replacement or cancellation and shall destroy canceled Securities of
any series (subject to the record retention requirement of the Exchange Act).
Certification of the destruction of all canceled Securities shall be delivered
to the Company. The Company may not issue new Securities of any series to
replace Securities of such series that it has paid or that have been delivered
to the Trustee for cancellation.

Section 2.13    Defaulted Interest.

If the Company defaults in a payment of interest on Securities of any
series, it shall pay the defaulted interest in any lawful manner plus, to the
extent lawful, interest payable on the defaulted interest, to the Persons who
are Holders of such security on a subsequent special record date. The Company
shall notify the Trustee in writing of the amount of defaulted interest proposed
to be paid on each Security and the date of the proposed payment. The Company
shall fix or cause to be fixed each such special record date and payment date,
provided that no such special record date shall be less than 10 days prior to
the related payment date for such defaulted interest. At least 15 days before
the special record date, the Company (or, upon the written request of the
Company, the Trustee in the name and at the expense of the Company) shall mail
or cause to be mailed to Holders a notice that states the special record date,
the related payment date and the amount of such interest to be paid.

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ARTICLE 3
REDEMPTION AND PREPAYMENT

Section 3.01    Applicability of Article.

Securities of any series which are redeemable before their Stated Maturity
shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 2.02 for such Securities) in accordance
with this Article.

Section 3.02    Election to Redeem; Notice to Trustee.

The election of the Company to redeem any Securities shall be evidenced by
a Board Resolution or in another manner specified as contemplated by Section
2.02 for such Securities. In case of any redemption at the election of the
Company of less than all the Securities of any series (including any such
redemption affecting only a single Security), the Company shall, at least 45
days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption
Date, of the principal amount of Securities of such series to be redeemed and,
if applicable, of the tenor of the Securities to be redeemed. In the case of any
redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction.

Section 3.03    Selection by Trustee of Securities to Be Redeemed.

If less than all the Securities of any series are to be redeemed (unless
all the Securities of such series and of a specified tenor are to be redeemed or
unless such redemption affects only a single Security), the particular
Securities to be redeemed shall be selected not more than 45 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series
not previously called for redemption, by lot, or in the Trustee's discretion, on
a pro-rata basis, provided that the unredeemed portion of the principal amount
of any Security shall be in an authorized denomination (which shall not be less
than the minimum authorized denomination) for such Security. If less than all
the Securities of such series and of a specified tenor are to be redeemed
(unless such redemption affects only a single Security), the particular
Securities to be redeemed shall be selected not more than 45 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series
and specified tenor not previously called for redemption in accordance with the
preceding sentence.

If any Security selected for partial redemption is converted in part
before termination of the conversion right with respect to the portion of the
Security so selected, the converted portion of such Security shall be deemed (so
far as may be) to be the portion selected for redemption. Securities which have
been converted during a selection of Securities to be redeemed shall be treated
by the Trustee as Outstanding for the purpose of such selection.

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The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption as aforesaid and, in case of any Securities selected for
partial redemption as aforesaid, the principal amount thereof to be redeemed.

The provisions of the two preceding paragraphs shall not apply with
respect to any redemption affecting only a single Security, whether such
Security is to be redeemed in whole or in part. In the case of any such
redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security.

For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Securities shall relate, in the
case of any Securities redeemed or to be redeemed only in part, to the portion
of the principal amount of such Securities which has been or is to be redeemed.

Section 3.04    Notice of Redemption.

At least 15 days but not more than 60 days before a Redemption Date, the
Company shall mail by first class mail a notice of redemption to each holder
whose Securities are to be redeemed.

The notice shall identify the Securities to be redeemed and shall state:

(1)   the Redemption Date;

(2)   the Redemption Price;

(3)   if any Security of any series is being redeemed in
part, the portion of the principal amount of such Security to be redeemed and
that, after the Redemption Date, upon surrender of such Security, a new Security
or Securities of the same series in principal amount equal to the unredeemed
portion will be issued in the name of the holder thereof;

(4)   that Securities called for redemption must be
surrendered to the Paying Agent to collect the Redemption Price;

(5)   that interest on Securities called for redemption
and for which funds have been set apart for payment, ceases to accrue on and
after the Redemption Date (unless the Company defaults in the payment of the
Redemption Price or the Paying Agent is prohibited from making such payment
pursuant to the terms of this Indenture);

(6)   the paragraph of the Securities pursuant to which
the Securities called for redemption are being redeemed;

(7)   the aggregate principal amount of Securities of
that series (if less than all) that are being redeemed;

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(8)   the CUSIP number of the Securities (provided that
the disclaimer permitted by Section 2.14 may be made);

(9)   the name and address of the Paying Agent;

(10)  that Securities called for redemption may be
converted at any time prior to the close of business on the last trading day
immediately preceding the Redemption Date and if not converted prior to the
close of business on such Redemption Date, the right of conversion will be lost;
and

(11)  that in the case of Securities or portions thereof
called for redemption on a date that is also an Interest Payment Date, the
interest payment, due on such date shall be paid to the Person in whose name the
Security is registered at the close of business on the relevant Regular Record
Date.

The notice if mailed in the manner herein provided shall be conclusively
presumed to have been given, whether or not the holder receives such notice. In
any case, failure to give such notice by mail or any defect in the notice to the
holder of any Security designated for redemption as a whole or in part shall not
affect the validity of the proceedings for the redemption of any Security of
that series.

At the Company's request, the Trustee shall give notice of redemption in
the Company's name and at its expense.

Section 3.05    Deposit of Redemption Price.

On or before the Redemption Date, the Company shall deposit with the
Trustee or with the Paying Agent money in immediately available funds sufficient
to pay the Redemption Price of and accrued interest on all Securities to be
redeemed on that date. The Trustee or the Paying Agent shall promptly return to
the Company any money not required for that purpose.

On and after the Redemption Date, unless the Company shall default in the
payment of the Redemption Price, interest will cease to accrue on the principal
amount of the Securities or portions thereof called for redemption and for which
funds have been set apart for payment and such Securities, or portions thereof,
shall cease after the close of business on the Business Day immediately
preceding the Redemption Date to be convertible into Common Stock and, except as
provided in this Section 3.05 and 8.04, to be entitled to any benefit or
security under this Indenture, and the holders thereof shall have no right in
respect of such Securities, or portions thereof, except the right to receive the
Redemption price thereof and unpaid interest, to (but excluding) the Redemption
Date. In the case of Securities or portions thereof redeemed on a Redemption
Date which is also an Interest Payment Date, the interest payment due on such
Interest Payment Date shall be paid to the Person in whose name the Security is
registered at the close of business on the relevant Regular Record Date.

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Section 3.06    Securities Payable on Redemption Date.

Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued interest
to the Redemption Date; provided, however, that, unless otherwise specified as
contemplated by Section 2.02, installments of interest whose Stated Maturity is
on or prior to the Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 3.07.

If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal and any premium shall, until paid, bear
interest from the Redemption Date at the rate prescribed therefor in the
Security.

Section 3.07    Securities Redeemed in Part.

Upon surrender of a Security that is redeemed in part only, the Company
shall issue and the Trustee shall authenticate and deliver to the holder of a
Security a new Security of the same series equal in principal amount to the
unredeemed portion of the Security surrendered, at the expense of the Company,
except as specified in Section 2.07.

Section 3.08    Conversion Arrangement on Call for Redemption.

In connection with any redemption of Securities of any series, the Company
may arrange for the purchase and conversion of any Securities of that series by
an arrangement with one or more investment bankers or other purchasers to
purchase such Securities by paying to the Trustee in trust for the holders, on
or before the Redemption Date, an amount not less than the applicable Redemption
Price, together with interest accrued to the Redemption Date, of such
Securities. Notwithstanding anything to the contrary contained in this Article
III, the obligation of the Company to pay the Redemption Price of such
Securities, together with interest accrued to the Redemption Date, shall be
deemed to be satisfied and discharged to the extent such amount is so paid by
the purchasers. If such an agreement is entered into, a copy of which will be
filed with the Trustee prior to the Redemption Date, any Securities of that
series not duly surrendered for conversion by the holders thereof may, at the
option of the Company, be deemed, to the fullest extent permitted by law,
acquired by such purchasers from such holders and (notwithstanding anything to
the contrary contained in Article XII) surrendered by such purchasers for
conversion, all as of immediately prior to the close of business on the
Redemption Date (and the right to convert any such Securities shall be deemed to
have been extended through such time), subject to payment of the above amount as
aforesaid. At the direction of the Company, the Trustee shall hold and dispose
of any such amount paid to it in the same manner as it would monies deposited
with it by the Company for the redemption of Securities of that series. Without
the Trustee's prior written consent, no arrangement between the Company and such
purchasers for the purchase and conversion of any Securities of any

-22-

series shall increase or otherwise affect any of the powers, duties,
responsibilities or obligations of the Trustee as set forth in this Indenture,
and the Company agrees to indemnify the Trustee from, and hold it harmless
against, any loss, liability or expense arising out of or in connection with any
such arrangement for the purchase and conversion of any Securities of any series
between the Company and such purchasers to which the Trustee has not consented
in writing, including the costs and expenses incurred by the Trustee in the
defense of any claim or liability arising out of or in connection with the
exercise or performance of any of its powers, duties, responsibilities or
obligations under this Indenture.

ARTICLE 4
COVENANTS

Section 4.01    Payment of Securities.

The Company covenants and agrees for the benefit of each series of
Securities that it will pay or cause to be paid the principal of, premium, if
any, and interest on the Securities of that series in accordance with the terms
of the Securities of such series.

Section 4.02    Maintenance of Office or Agency.

The Company shall maintain or cause to be maintained for any series of
Securities in The Borough of Manhattan, The City of New York, an office or
agency (which may be an office of the Trustee or an Affiliate of the Trustee,
Registrar or co-registrar) where Securities of any series may be surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of the Securities and this Indenture may be served.
The Company shall give prompt written notice to the Trustee of the location, and
any change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee.

The Company may also from time to time designate one or more other offices
or agencies where Securities of any series may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in The
Borough of Manhattan, The City of New York for such purposes. The Company shall
give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency.

The Company hereby designates the Corporate Trust Office of the Trustee as
one such office or agency of the Company in accordance with Section 2.03.

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Section 4.03    Compliance Certificate.

(a)   The Company shall deliver to the Trustee, within 90 days after the
end of each fiscal year, an Officers' Certificate stating that a review of the
activities of the Company and its Subsidiaries during the preceding fiscal year
has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge the Company
has kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is not in default in the performance or observance of any of
the terms, provisions and conditions of this Indenture (or, if a Default or
Event of Default shall have occurred, describing all such Defaults or Events of
Default of which he or she may have knowledge and what action the Company is
taking or proposes to take with respect thereto) and that to the best of his or
her knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest, if any, on the Securities
is prohibited or if such event has occurred, a description of the event and what
action the Company is taking or proposes to take with respect thereto.

(b)   The Company shall, so long as any of the Securities are outstanding,
deliver to the Trustee, forthwith upon any Officer becoming aware of any Default
or Event of Default, an Officers' Certificate specifying such Default or Event
of Default and what action the Company is taking or proposes to take with
respect thereto.

Any failure of the Company to take any action within a period of time
explicitly or implicitly required by this Section 4.04 or Section 4.03 should be
deemed cured upon the Company's taking such action.

Section 4.04    Taxes.

The Company shall pay, and shall cause each of its Subsidiaries to pay,
prior to delinquency, all material taxes, assessments, and governmental levies
except such as are contested in good faith and by appropriate proceedings or
where the failure to effect such payment is not adverse in any material respect
to the Holders of the Securities.

Section 4.05    Stay, Extension and Usury Laws.

The Company covenants (to the extent that it may lawfully do so) that it
shall not at any time insist upon, plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay, extension or usury law wherever
enacted, now or at any time hereafter in force, that may affect the covenants or
the performance of this Indenture; and the Company hereby expressly waives all
benefit or advantage of any such law, and covenants that it shall not, by resort
to any such law, hinder, delay or impede the execution of any power herein
granted to the Trustee, but shall suffer and permit the execution of every such
power as though no such law has been enacted.

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Section 4.06    Corporate Existence.

Subject to Article 5 hereof, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect (i) its corporate
existence, and the corporate, partnership or other existence of each of its
Subsidiaries, in accordance with the respective organizational documents (as the
same may be amended from time to time) of the Company or any such Subsidiary and
(ii) the rights (charter and statutory), licenses and franchises of the Company
and its Subsidiaries; provided, however, that the Company shall not be required
to preserve any such right, license or franchise, or the corporate, partnership
or other existence of any of its Subsidiaries, if the Board of Directors shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company and its Subsidiaries, taken as a whole, and that the
loss thereof is not adverse in any material respect to the Holders of the
Securities.

Section 4.07    Money for Securities Payments To Be Held in Trust.

If the Company shall at any time act as its own Paying Agent with respect
to any series of Securities, it will, on or before each due date of the
principal of or any premium or interest on any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal and any premium and interest so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as herein
provided and will promptly notify the Trustee of its action or failure so to
act.

Whenever the Company shall have one or more Paying Agents for any series
of Securities, it will, on or prior to each due date of the principal of or any
premium or interest on any Securities of that series, deposit with a Paying
Agent a sum sufficient to pay such amount, such sum to be held as provided by
the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of its action or failure so to act.

The Company will cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will (1) comply with the provisions of
the Trust Indenture Act applicable to it as a Paying Agent and (2) during the
continuance of any default by the Company (or any other obligor upon the
Securities of that series) in the making of any payment in respect of the
Securities of that series, upon the written request of the Trustee, forthwith
pay to the Trustee all sums held in trust by such Paying Agent for payment in
respect of the Securities of that series.

The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Company or such Paying Agent, such sums to be held by the Trustee upon the
same trusts as those upon which such sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
money.

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Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of or any premium or
interest on any Security of any series and remaining unclaimed for a period
ending on the earlier of the date that is ten Business Days prior to the date
such money would escheat to the State or two years after such principal, premium
or interest has become due and payable shall be paid to the Company on Company
Request, or (if then held by the Company) shall be discharged from such trust;
and the Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in a
newspaper published in the English language, customarily published on each
Business Day and of general circulation in each Place of Payment, notice that
such money remains unclaimed and that, after a date specified therein, which
shall not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Company.

Section 4.08    Taxes.

The Company shall, and shall cause each of its subsidiaries to, pay prior
to delinquency all taxes, assessments and government levies; provided, however,
that the Company shall not be required to pay or cause to be paid any such tax,
assessment or levy (A) if the failure to do so will not, in the aggregate, have
a material adverse impact on the Company and its subsidiaries taken as a whole,
or (B) if the amount, applicability or validity is being contested in good faith
by appropriate proceedings.

Section 4.09    Reports by Company

The Company shall file with the Trustee and the Commission, and transmit
to Holders, such information, documents and other reports, and such summaries
thereof, as may be required pursuant to the Trust Indenture Act at the times and
in the manner provided pursuant to the Trust Indenture Act; provided that any
such information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the
Trustee within 15 days after the same is so required to be filed with the
Commission.

Section 4.10    Waiver of Certain Covenants.

Except as otherwise specified as contemplated by Section 2.02 for
Securities of such series, the Company may, with respect to the Securities of
any series, omit in any particular instance to comply with any term, provision
or condition set forth in any covenant provided pursuant to Sections 2.02(19),
4.08 or 8.01(g) for the benefit of the Holders of such series if before the time
for such compliance the Holders of at least a majority in principal amount of
the Outstanding Securities of such series shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
term, provision or condition, but no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly waived, and,
until

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such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.

ARTICLE 5
SUCCESSORS

Section 5.01    Merger, Consolidation, or Sale of Assets.

The Company shall not, directly or indirectly, consolidate or merge with
or into another Person (whether or not the Company is the surviving corporation)
or sell, assign, transfer, convey or otherwise dispose of all or substantially
all of its properties or assets, in one or more related transactions, to another
Person, unless (i) the Company is the surviving corporation or the Person formed
by or surviving any such consolidation or merger (if other than the Company) or
to which such sale, assignment, transfer, conveyance or other disposition shall
have been made is a corporation organized or existing under the laws of the
United States, any state thereof or the District of Columbia, (ii) the Person
formed by or surviving any such consolidation or merger (if other than the
Company) or the Person to which such sale, assignment, transfer, conveyance or
other disposition shall have been made assumes all the obligations of the
Company under the Securities and this Indenture pursuant to a supplemental
indenture in a form reasonably satisfactory to the Trustee, (iii) immediately
after such transaction no Default or Event of Default exists, and (iv) the
Company shall have delivered to the Trustee an Officer's Certificate stating
that such consolidation, merger, sale, assignment, transfer, conveyance or other
disposition complies with this Indenture. In addition, the Company shall not,
directly or indirectly, lease all or substantially all of its properties or
assets, in one or more related transactions, to any other Person. The provisions
of this Section 5.01 shall not be applicable to a sale, assignment, transfer,
conveyance or other disposition of assets by the Company to any of its
Subsidiaries.

Section 5.02    Successor Corporation Substituted.

Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of the Company in accordance with Section 5.01 hereof, the successor corporation
formed by such consolidation or into or with which the Company is merged or to
which such sale, assignment, transfer, lease, conveyance or other disposition is
made shall succeed to, and be substituted for (so that from and after the date
of such consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the "Company" shall refer instead to
the successor corporation and not to the Company), and may exercise every right
and power of the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; provided, however, that
the predecessor Company shall not be relieved from the obligation to pay the
principal of and interest on the Securities except in the case of a sale of all
of the Company's assets that meets the requirements of Section 5.01 hereof.

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ARTICLE 6
DEFAULTS AND REMEDIES

Section 6.01    Events of Default.

An "Event of Default" occurs if:

(a)   the Company defaults in the payment when due of interest on
Securities of any series and such default continues for a period of 30 days;

(b)   the Company defaults in the payment when due of principal of or
premium, if any, on the Securities when the same becomes due and payable at
maturity, upon redemption (including in connection with an offer to purchase) or
otherwise;

(c)   the Company defaults in the deposit of any sinking fund payment,
when and as due by the terms of a Security of that series.

(d)   the Company fails to observe or perform any other covenant,
representation, warranty or other agreement in this Indenture (other than a
covenant or warranty which has expressly been included in the indenture solely
for the benefit of series of Securities other than that series) for 60 days
after notice to the Company by the Trustee or the Holders of at least 25% in
aggregate principal amount of the Securities of that series then outstanding
voting as a single class;

(e)   within the meaning of Bankruptcy Law, the Company [or any of its
Significant Subsidiaries or any group of Subsidiaries that, taken as a whole,
would constitute a Significant Subsidiary]:

(i)   commences a voluntary case,

(ii)  consents to the entry of an order for relief against it in an
involuntary case,

(iii) consents to the appointment of a custodian of it or for all or
substantially all of its property,

(iv)  makes a general assignment for the benefit of its creditors,
or

(v)   generally is not paying its debts as they become due;

(f)   a court of competent jurisdiction enters an order or decree under
any Bankruptcy Law that:

(i)   is for relief against the Company [or any of its Significant
Subsidiaries or any group of Subsidiaries that, taken as a whole, would
constitute a Significant Subsidiary] in an involuntary case;

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(ii)  appoints a custodian of the Company [or any of its Significant
Subsidiaries or any group of Subsidiaries that, taken as a whole, would
constitute a Significant Subsidiary] or for all or substantially all of
the property of the Company [or any of its Significant Subsidiaries or any
group of Subsidiaries that, taken as a whole, would constitute a
Significant Subsidiary]; or

(iii) orders the liquidation of the Company [or any of its
Significant Subsidiaries or any group of Subsidiaries that, taken as a
whole, would constitute a Significant Subsidiary];

and the order or decree remains unstayed and in effect for 60 consecutive days,
or

(g)   any other Event of Default provided with respect to Securities of
that series in the Board Resolution, supplemental indenture or Officers'
Certificate establishing that series.

Section 6.02    Acceleration.

Unless the Board Resolution, supplemental indenture or Officers'
Certificate establishing such series provides otherwise, if any Event of Default
(other than an Event of Default specified in clause (e) or (f) of Section 6.01
hereof with respect to the Company, [any Significant Subsidiary or any group of
Significant Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary]) with respect to any series of securities at the time outstanding
occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Securities of that series may declare
the principal amount of all the Securities of that series (or, if any Securities
of that series are Original Issue Discount Securities, such portion of the
principal amount of such Securities as may be specified by the terms thereof) to
be due and payable immediately. Upon any such declaration, the principal amount
of the Securities of that series shall become due and payable immediately.
Notwithstanding the foregoing, if an Event of Default specified in clause (e) or
(f) of Section 6.01 hereof with respect to any series of securities at the time
outstanding occurs with respect to the Company, [any of its Significant
Subsidiaries or any group of Subsidiaries that, taken as a whole, would
constitute a Significant Subsidiary,] all outstanding principal amount of the
Securities of that series (or, if any Securities of that series are Original
Issue Discount Securities, such portion of the principal amount of such
Securities as may be specified by the terms hereof) shall be due and payable
immediately without further action or notice. The Holders of a majority in
aggregate principal amount of the then outstanding Securities of that series by
written notice to the Trustee may on behalf of all of the Holders rescind an
acceleration and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default (except nonpayment of
principal, interest or premium that has become due solely because of the
acceleration) have been cured or waived.

Section 6.03    Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy to collect the payment of principal, premium, if any, and
interest on the Securities or to enforce the performance of any provision of the
Securities or this Indenture.

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The Trustee may maintain a proceeding even if it does not possess any of
the Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder of a Security in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

Section 6.04    Waiver of Past Defaults.

Holders of not less than a majority in aggregate principal amount of the
then outstanding Securities of any series by notice to the Trustee may on behalf
of the Holders of all of the Securities of such series waive an existing Default
or Event of Default and its consequences hereunder, except a continuing Default
or Event of Default in the payment of the principal of, premium or interest on,
the Securities (including in connection with an offer to purchase) (provided,
however, that the Holders of a majority in aggregate principal amount of the
then outstanding Securities of such series may rescind an acceleration and its
consequences, including any related payment default that resulted from such
acceleration). Upon any such waiver, such Default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other Default or impair any right consequent thereon.

Section 6.05    Control by Majority.

Holders of a majority in principal amount of the then outstanding
Securities of any series may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any
trust or power conferred on it relating to the Securities of that series.
However, the Trustee may refuse to follow any direction that conflicts with law
or this Indenture that the Trustee determines may be unduly prejudicial to the
rights of other Holders of Securities of that series or that may involve the
Trustee in personal liability.

Section 6.06    Limitation on Suits.

No Holder of any Security of any series may pursue a remedy with respect
to this Indenture or the Securities of that series unless:

(a)   the Holder of a Security gives to the Trustee written notice of a
continuing Event of Default with respect to the Securities of that series;

(b)   the Holders of at least 25% in principal amount of the then
outstanding Securities of that series make a written request to the Trustee to
pursue the remedy;

(c)   such Holder of a Security or Holders of Securities offer and, if
requested, provide to the Trustee indemnity satisfactory to the Trustee against
any loss, liability or expense;

(d)   the Trustee does not comply with the request within 60 days after
receipt of the request and the offer and, if requested, the provision of
indemnity; and

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(e)   during such 60-day period the Holders of a majority in principal
amount of the then outstanding Securities of that series do not give the Trustee
a direction inconsistent with the request.

A Holder of a Security of any series may not use this Indenture to
prejudice the rights of another Holder of a Security or to obtain a preference
or priority over another Holder of a Security of that series.

Section 6.07    Rights of Holders of Securities to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any
Holder of a Security to receive payment of principal, premium and interest on
the Security, on or after the respective due dates expressed in the Security
(including in connection with an offer to purchase), or to bring suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of such Holder.

Section 6.08    Collection Suit by Trustee.

If an Event of Default specified in Section 6.01(a) or (b) occurs and is
continuing with respect to a series of Securities, the Trustee is authorized to
recover judgment in its own name and as trustee of an express trust against the
Company for the whole amount of principal of, premium and interest remaining
unpaid on the Securities of that series and interest on overdue principal and,
to the extent lawful, interest and such further amount as shall be sufficient to
cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel.

Section 6.09    Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Securities allowed in any judicial proceedings relative to the
Company (or any other obligor upon the Securities), its creditors or its
property and shall be entitled and empowered to collect, receive and distribute
any money or other property payable or deliverable on any such claims and any
custodian in any such judicial proceeding is hereby authorized by each Holder to
make such payments to the Trustee, and in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07 hereof. To the extent that the
payment of any such compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof out of the estate in any such proceeding, shall be denied
for any reason, payment of the same shall be secured by a Lien on, and shall be
paid out of, any and all distributions, dividends, money, securities and other
properties that the Holders may be entitled to receive in such proceeding
whether in liquidation or under any plan of reorganization or arrangement or
otherwise. Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder

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any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

Section 6.10    Priorities.

If the Trustee collects any money pursuant to this Article, it shall pay
out the money in the following order:

First: to the Trustee, its agents and attorneys for amounts due
under Section 7.07 hereof, including payment of all compensation, expense
and liabilities incurred, and all advances made, by the Trustee and the
costs and expenses of collection;

Second: to the payment of the amounts then due and unpaid for
principal of and any premium, if any, and interest on the Securities in
respect of which or for the benefit of which such money has been
collected, ratably, without preference or priority of any kind, according
to the amounts due and payable on such Securities for principal and any
premium, if any, and interest, respectively; and

Third: to the Company or to such party as a court of competent
jurisdiction shall direct.

The Trustee may fix a record date and payment date for any payment to
Holders of Securities of any series pursuant to this Section 6.10.

Section 6.11    Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section does not apply to a suit by the Trustee, a suit by a Holder of a
Security pursuant to Section 6.07 hereof, or a suit by Holders of more than 10%
in principal amount of the then outstanding Securities of any series.

ARTICLE 7
TRUSTEE

Section 7.01    Duties of Trustee.

(a)   If an Event of Default has occurred and is continuing with respect
to Securities of any series, the Trustee shall exercise such of the rights and
powers vested in it by this Indenture, and use the same degree of care and skill
in its exercise, as a prudent person would exercise or use under the
circumstances in the conduct of such person's own affairs.

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(b)   Except during the continuance of an Event of Default:

(i)   the duties of the Trustee shall be determined solely by the
express provisions of this Indenture and the Trustee need perform only
those duties that are specifically set forth in this Indenture and no
others, and no implied covenants or obligations shall be read into this
Indenture against the Trustee; and

(ii)  in the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions furnished
to the Trustee and conforming to the requirements of this Indenture.
However, the Trustee shall examine the certificates and opinions to
determine whether or not they conform to the requirements of this
Indenture.

(c)   The Trustee may not be relieved from liabilities for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

(i)   this paragraph does not limit the effect of paragraph (b) of
this Section;

(ii)  the Trustee shall not be liable for any error of judgment made
in good faith by a Responsible Officer, unless it is proved that the
Trustee was negligent in ascertaining the pertinent facts; and

(iii) the Trustee shall not be liable with respect to any action it
takes or omits to take in good faith in accordance with a direction
received by it pursuant to Section 6.05 hereof.

(d)   Whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b), and (c) of this Section.

(e)   No provision of this Indenture shall require the Trustee to expend
or risk its own funds or incur any liability. The Trustee shall be under no
obligation to exercise any of its rights and powers under this Indenture at the
request of any Holders, unless such Holder shall have offered to the Trustee
security and indemnity satisfactory to it against any loss, liability or
expense.

(f)   The Trustee shall not be liable for interest on any money received
by it except as the Trustee may agree in writing with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.

Section 7.02    Rights of Trustee.

(a)   The Trustee may conclusively rely upon any document believed by it
to be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in the document.

(b)   Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not be
liable for any action it takes or omits to

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take in good faith in reliance on such Officers' Certificate or Opinion of
Counsel. The Trustee may consult with counsel and the written advice of such
counsel or any Opinion of Counsel shall be full and complete authorization and
protection from liability in respect of any action taken, suffered or omitted by
it hereunder in good faith and in reliance thereon.

(c)   The Trustee may act through its attorneys and agents and shall not
be responsible for the misconduct or negligence of any agent appointed with due
care.

(d)   The Trustee shall not be liable for any action it takes or omits to
take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.

(e)   Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Company shall be sufficient if
signed by an Officer of the Company.

(f)   The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders unless such Holders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
that might be incurred by it in compliance with such request or direction.

Section 7.03    Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner
or pledgee of Securities and may otherwise deal with the Company or any
Affiliate of the Company with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the SEC for
permission to continue as trustee or resign. Any Agent may do the same with like
rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.04    Trustee's Disclaimer.

The Trustee shall not be responsible for and makes no representation as to
the validity or adequacy of this Indenture or the Securities of any series, it
shall not be accountable for the Company's use of the proceeds from the
Securities of any series or any money paid to the Company or upon the Company's
direction under any provision of this Indenture, it shall not be responsible for
the use or application of any money received by any Paying Agent other than the
Trustee, and it shall not be responsible for any statement or recital herein or
any statement in the Securities of any series or any other document in
connection with the sale of the Securities of any series or pursuant to this
Indenture other than its certificate of authentication.

Section 7.05    Notice of Defaults.

If a Default or Event of Default occurs and is continuing and if it is
known to the Trustee, the Trustee shall mail to Holders of Securities of such
series a notice of the Default or Event of Default within 90 days after it
occurs. Except in the case of a Default or Event of Default in payment of
principal of, premium, if any, or interest on any Security of such series, the
Trustee may withhold

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the notice if and so long as a committee of its Responsible Officers in good
faith determines that withholding the notice is in the interests of the Holders
of the Securities of such series.

Section 7.06    Reports by Trustee to Holders of the Securities.

Within 60 days after each May 15 beginning with the May 15 following the
date of this Indenture, and for so long as Securities of any series remain
outstanding, the Trustee shall mail to the Holders of the Securities of such
series a brief report dated as of such reporting date that complies with TIA
Section 313(a) (but if no event described in TIA Section 313(a) has occurred
within the twelve months preceding the reporting date, no report need be
transmitted). The Trustee also shall comply with TIA Section 313(b)(2). The
Trustee shall also transmit by mail all reports as required by TIA Section
313(c).

A copy of each report at the time of its mailing to the Holders of
Securities of any series shall be mailed to the Company and filed with the SEC
and each stock exchange on which the Securities of such series are listed in
accordance with TIA Section 313(d). The Company shall promptly notify the
Trustee when the Securities of such series are listed on any stock exchange.

Section 7.07    Compensation and Indemnity.

The Company shall pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder, as the
parties shall agree in writing from time to time. The Trustee's compensation
shall not be limited by any law on compensation of a trustee of an express
trust. The Company shall reimburse the Trustee promptly upon request for all
reasonable disbursements, advances and expenses incurred or made by it in
addition to the compensation for its services. Such expenses shall include the
reasonable compensation, disbursements and expenses of the Trustee's agents and
counsel.

The Company shall indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the
costs and expenses of enforcing this Indenture against the Company (including
this Section 7.07) and defending itself against any claim (whether asserted by
the Company or any Holder or any other person) or liability in connection with
the exercise or performance of any of its powers or duties hereunder, except to
the extent any such loss, liability or expense may be attributable to its
negligence or bad faith. The Trustee shall notify the Company promptly of any
claim for which it may seek indemnity. Failure by the Trustee to so notify the
Company shall not relieve the Company of its obligations hereunder. The Company
shall defend the claim and the Trustee shall cooperate in the defense. The
Trustee may have separate counsel and the Company shall pay the reasonable fees
and expenses of such counsel. The Company need not pay for any settlement made
without its consent, which consent shall not be unreasonably withheld.

The obligations of the Company under this Section 7.07 shall survive the
satisfaction and discharge of this Indenture.

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To secure the Company's payment obligations in this Section, the Trustee
shall have a Lien prior to the Securities of any series on all money or property
held or collected by the Trustee, except that held in trust to pay principal and
interest on particular Securities. Such Lien shall survive the satisfaction and
discharge of this Indenture.

When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(e) or (f) hereof occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

The Trustee shall comply with the provisions of TIA Section 313(b)(2) to
the extent applicable.

Section 7.08    Replacement of Trustee.

A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section.

The Trustee may resign in writing at any time and be discharged from the
trust hereby created by so notifying the Company. The Holders of a majority in
principal amount of the then outstanding Securities of any series may remove the
Trustee by so notifying the Trustee and the Company in writing. The Company may
remove the Trustee if:

(a)   the Trustee fails to comply with Section 7.10 hereof;

(b)   the Trustee is adjudged a bankrupt or an insolvent or an order for
relief is entered with respect to the Trustee under any Bankruptcy Law;

(c)   a custodian or public officer takes charge of the Trustee or its
property; or

(d)   the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office
of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Securities may appoint
a successor Trustee to replace the successor Trustee appointed by the Company.

If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, or
the Holders of at least 10% in principal amount of the then outstanding
Securities of such series may petition any court of competent jurisdiction for
the appointment of a successor Trustee.

If the Trustee, after written request by any Holder who has been a Holder
for at least six months, fails to comply with Section 7.10, such Holder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

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A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Thereupon, the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. The successor Trustee shall mail a notice of its succession to
Holders. The retiring Trustee shall promptly transfer all property held by it as
Trustee to the successor Trustee, provided all sums owing to the Trustee
hereunder have been paid and subject to the Lien provided for in Section 7.07
hereof. Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.07 hereof shall continue for the
benefit of the retiring Trustee.

Section 7.09    Successor Trustee by Merger, etc.

If the Trustee consolidates, merges or converts into, or transfers all or
substantially all of its corporate trust business (including the trust created
by this Indenture) to, another corporation, the successor corporation without
any further act shall be the successor Trustee.

Section 7.10    Eligibility; Disqualification.

There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has (or if the Trustee is a subsidiary of a bank holding
company, its parent shall have) a combined capital and surplus of at least $100
million as set forth in its most recent published annual report of condition.

This Indenture shall always have a Trustee who satisfies the requirements
of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to TIA Section
310(b).

Section 7.11    Preferential Collection of Claims Against Company.

The Trustee is subject to TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

ARTICLE 8
AMENDMENT, SUPPLEMENT AND WAIVER

Section 8.01    Without Consent of Holders of Securities.

The Company and the Trustee may amend this Indenture or the Securities or
enter into one or more indentures supplement hereto without notice to or the
consent of any holder of a Security for any series for the purposes of:

(a)   curing any ambiguity or correcting or supplementing any defective or
inconsistent provision contained in this Indenture or making any other changes
in the provisions of this Indenture

-37-

which the Company and the Trustee may deem necessary or desirable provided such
amendment does not materially and adversely affect the legal rights under the
Indenture of the holders of Securities;

(b)   evidencing the succession of another Person to the Company and
providing for the assumption by such successor of the covenants of the Company
thereunder and in the Securities of any series as permitted by Section 5.01;

(c)   to add any additional Events of Default for the benefit of the
holders of all or any series of Securities (and if such additional Events of
Default are to be for the benefit of less than all series of Securities, stating
that such additional Events of Default are expressly being included solely for
the benefit of such series);

(d)   to add to or change any of the provisions of this Indenture to such
extent as shall be necessary to permit or facilitate the issuance of Securities
in bearer form, registrable or not registrable as to principal, and with or
without interest coupons, or to permit or facilitate the issuance of Securities
in uncertificated form;

(e)   to add to, change or eliminate any of the provisions of this
Indenture in respect of one or more series of Securities, provided that any such
addition, change or elimination (A) shall neither (i) apply to any Security of
any series created prior to the execution of such supplemental indenture and
entitled to the benefit of such provision nor (ii) modify the rights of the
Holder of any such Security with respect to such provision or (B) shall become
effective only when there is no such Security outstanding;

(f)   to secure the Securities;

(g)   to establish the form or terms of Securities of any series as
permitted by Sections 2.01 and 2.02;

(h)   to evidence and provide for the acceptance of appointment hereunder
by a successor Trustee with respect to the Securities of one or more series and
to add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, pursuant to the requirements of Section
7.08;

(i)   to make provision with respect to the conversion rights of Holders
pursuant to the requirements of Article XII, including providing for the
conversion of the securities into any security (other than the Common Stock of
the Company) or property of the Company; or

(j)   to supplement any of the provisions of the Indenture to such extent
as shall be necessary to permit or facilitate the defeasance and discharge of
any series of Securities pursuant to Articles VIII and XIV, provided that any
such action shall not adversely affect the interests of the Holders of
Securities of such series or any other series of Securities in any material
respect.

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Section 8.02    With Consent of Holders of Securities.

Subject to Section 6.07, the Company and the Trustee may amend this
Indenture or the Securities or enter into one or more indentures supplement
hereto with the written consent of the holders of at least a majority in
principal amount of the then outstanding Securities of such series (including
consents obtained in connection with a tender offer or exchange offer for
Securities of that series).

Subject to Sections 6.04 and 6.07, the holders of a majority in principal
amount of the Securities then outstanding may also waive compliance in a
particular instance by the Company with any provision of this Indenture or the
Securities of any series.

However, without the consent of each holder of a Security of any series
affected, an amendment or waiver under this Section may not (with respect to any
Securities of such series held by a non-consenting holder):

(a)   change the Stated Maturity of the principal of, or any installment
of principal of or interest on, any Security, or reduce the principal amount
thereof or the rate of interest thereon or any premium payable upon the
redemption thereof, or reduce the amount of the principal of an Original Issue
Discount Security or any other Security which would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 6.02, or
change any Place of Payment where, or the coin or currency in which, any
Security or any premium or interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof (or, in the case of redemption, on or after the Redemption
Date), or modify the provisions of this Indenture with respect to the
subordination of such series of Securities in a manner adverse to the holders of
Securities of such series, or, in the case of Securities of any series that are
convertible into Securities or other securities of the Company, adversely affect
the right of holders to convert any of the Securities of such series other than
as provided in or pursuant to this Indenture;

(b)   reduce the percentage in principal amount of the outstanding
Securities of any series, the consent of whose holders is required for any such
supplemental indenture, or the consent of whose holders is required for any
waiver (of compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences) provided for in this Indenture;

(c)   modify any of the provisions of this Section, Section 4.09 or
Section 6.04, except to increase any such percentage or to provide that certain
other provisions of this Indenture cannot be modified or waived without the
consent of the holder of each Outstanding Security affected thereby; provided,
however, that this clause shall not be deemed to require the consent of any
holder with respect to changes in the references to "the Trustee" and
concomitant changes in this Section and Section 4.09, or the deletion of this
proviso, in accordance with the requirements of Sections 7.08 and 9.01(h); or

(d)   if applicable, make any change that adversely affects the right to
convert any security as provided in Article XII or pursuant to Section 2.02
(except as permitted by Section 9.01(i)) or decrease the conversion rate or
increase the conversion price of any such security.

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A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

To secure a consent of the holders of Securities under this Section, it
shall not be necessary for such holders to approve the particular form of any
proposed amendment or waiver, but it shall be sufficient if such consent
approves the substance thereof.

After an amendment or waiver under this Section becomes effective, the
Company shall mail to holders of Securities of such series affected by the
amendment or waiver a notice briefly describing the amendment or waiver.

In order to amend any provisions of Article XI, holders of at least 75% in
aggregate principal amount of Securities of any series then outstanding must
consent to such amendment if such amendment would adversely affect the rights of
holders of Securities of such series.

Section 8.03    Compliance with Trust Indenture Act.

Every amendment or supplement to this Indenture or the Securities shall be
set forth in an amended or supplemental Indenture that complies with the TIA as
then in effect.

Section 8.04    Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes effective, a consent to
it by a Holder of a Security of any series is a continuing consent by the Holder
and every subsequent Holder of a Security or portion of a Security that
evidences the same debt as the consenting Holder's Security, even if notation of
the consent is not made on any Security. However, any such Holder or subsequent
Holder may revoke the consent as to his or her Security or portion of a Security
if the Trustee receives the notice of revocation before the date on which the
Trustee receives an Officers' Certificate certifying that the Holders of the
requisite principal amount of Securities have consented to the amendment or
waiver.

The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Holders of Securities of any series entitled to
consent to any amendment or waiver. If a record date is fixed, then
notwithstanding the provisions of the immediately preceding paragraph, those
Persons who were holders of Securities of such series at such record date (or
their duly designated proxies), and only those Persons, shall be entitled to
consent to such amendment or waiver or to revoke any consent previously given,
whether or not such Persons continue to be Holders after such record date. No
consent shall be valid or effective for more than 90 days after such record date
unless consents from Holders of the principal amount of Securities of such
series required hereunder for such amendment or waiver to be effective shall
have also been given and not revoked within such 90-day period.

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After an amendment, supplement or waiver becomes effective it shall bind
every Holder of a Security of that series, unless it is of the type described in
clauses (a) through (d) of Section 9.02. In such case, the amendment or waiver
shall bind each Holder of a Security who has consented to it and every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder's Security.

Section 8.05    Notation on or Exchange of Securities.

Securities of any series authenticated and delivered after the execution
of any supplemental indenture pursuant to this Article VIII may, and shall if
required by the Trustee, bear a notation in the form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Company shall
so determine, new Securities of any series so modified as to conform, in the
opinion of the Company and the Trustee, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for outstanding Securities of such series without charge to
the Holders of the Securities of such series, except as specified in Section
2.07.

Section 8.06    Effect of Supplemental Indentures.

Upon the execution of any supplemental indenture under this Article, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

Section 8.07    Trustee Protected.

The Trustee shall sign any amendment or supplemental indenture authorized
pursuant to this Article VIII if such amendment or supplemental indenture does
not adversely affect the rights, duties, liabilities or immunities of the
Trustee. If it does, the Trustee may, but need not, sign it. In signing such
amendment or supplemental indenture, the Trustee shall be entitled to receive,
and shall be fully protected in relying upon, an Officers' Certificate and an
Opinion of Counsel as conclusive evidence that such amendment or supplemental
indenture is authorized or permitted by this Indenture, that it is not
inconsistent herewith, and that it will be valid and binding upon the Company in
accordance with its terms.

Section 8.08    Subordination Unimpaired.

No provision in any supplemental indenture that affects the superior
position of the holders of Senior Debt shall be effective against holders of
Senior Debt.

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ARTICLE 9
MISCELLANEOUS

Section 9.01    Trust Indenture Act Controls.

If any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by TIA Section 318(c), the imposed duties shall control.

Section 9.02    Notices.

Any notice or communication by the Company or the Trustee to the others is
duly given if in writing and delivered in Person or mailed by first class mail
(registered or certified, return receipt requested), telex, telecopier or
overnight air courier guaranteeing next day delivery, to the others' address:

If to the Company:

Amkor Technology, Inc.
1345 Enterprise Drive
West Chester, Pennsylvania  19380
Telecopier No.: (610) 431-3990
Attention: Chief Financial Officer

With a copy to:

Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto, California  94304
Telecopier No.: (650) 493-6811
Attention: Bruce McNamara

If to the Trustee:

State Street Bank and Trust Company
2 Avenue de Lafayette, 6th Fl.
Boston, Massachusetts  02111
Telecopier No.: (617) 662-1465
Attention: Corporate Trust Administration
(Amkor Technology, Inc. -- Senior Subordinated Debt Securities)

The Company or the Trustee, by notice to the others may designate
additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders) shall be
deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when answered back, if telexed; when receipt

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acknowledged, if telecopied; and the next Business Day after timely delivery to
the courier, if sent by overnight air courier guaranteeing next day delivery.
Notwithstanding the foregoing, notices to the Trustee shall be effective only
upon receipt by a Responsible Officer.

Any notice or communication to a Holder shall be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication shall also be so mailed to any
Person described in TIA Section 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it shall
not affect its sufficiency with respect to other Holders.

If a notice or communication is mailed in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives it.

If the Company mails a notice or communication to Holders, it shall mail a
copy to the Trustee and each Agent at the same time.

Section 9.03    Communication by Holders of Securities with Other Holders of
Securities.

Holders of any series may communicate pursuant to TIA Section 312(b) with
other Holders of such series with respect to their rights under this Indenture
or the Securities. The Company, the Trustee, the Registrar and anyone else shall
have the protection of TIA Section 312(c).

Section 9.04    Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee:

(a)   an Officers' Certificate in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 9.05 hereof) stating that, in the opinion of the signers, all conditions
precedent and covenants, if any, provided for in this Indenture relating to the
proposed action have been satisfied; and

(b)   an Opinion of Counsel in form and substance reasonably satisfactory
to the Trustee (which shall include the statements set forth in Section 9.05
hereof) stating that, in the opinion of such counsel, all such conditions
precedent and covenants have been satisfied.

Section 9.05    Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA Section 314(a)(4)) shall comply with the provisions of TIA
Section 314(e) and shall include:

(a)   a statement that the Person making such certificate or opinion has
read such covenant or condition;

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(b)   a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;

(c)   a statement that, in the opinion of such Person, he or she has made
such examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
satisfied; and

(d)   a statement as to whether or not, in the opinion of such Person,
such condition or covenant has been satisfied.

Section 9.06    Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

Section 9.07    No Personal Liability of Directors, Officers, Employees and
Stockholders.

No past, present or future director, officer, employee, incorporator or
stockholder of the Company, as such, shall have any liability for any
obligations of the Company under the Securities, this Indenture or for any claim
based on, in respect of, or by reason of, such obligations or their creation.
Each Holder by accepting a Security waives and releases all such liability. The
waiver and release are part of the consideration for issuance of the Securities.

Section 9.08    Governing Law, Consent to Jurisdiction and Service of Process

THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE AND THE SECURITIES WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 9.09    Agent for Service; Submission to Jurisdiction.

Each of the parties hereto irrevocably agrees that any suit, action or
proceeding arising out of or relating to this Indenture or the Securities of any
series, or brought under federal or state securities laws or brought by the
Trustee, may be instituted in any federal or state court in the State of New
York, borough of Manhattan. The Company has irrevocably appointed CT Corporation
System, located at 111 Eighth Avenue, New York, N.Y. 10011 as its agent (the
"Authorized Agent") for service of process in any suit, action or proceeding
arising out of or relating to this Indenture and the Securities, or brought
under federal or state securities laws or brought by the Trustee, that may be
instituted in federal or state courts in the State of New York, borough of
Manhattan. The Company expressly consents to the jurisdiction of any such court
in respect of such action and waives any other requirements or objections to
personal jurisdiction with respect thereto. Such appointment shall be
irrevocable unless and until replaced by an agent reasonably acceptable to the
Trustee. The

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Company agrees to take any and all action, including the filing of any and all
documents and instruments that may be necessary to continue such appointment in
full force and effect as aforesaid. Service of process upon the Authorized Agent
and written notice of such service to the Company shall be deemed, in every
respect, effective service of process upon the Company.

Section 9.10    Successors.

All agreements of the Company in this Indenture and the Securities shall
bind its successors. All agreements of the Trustee in this Indenture shall bind
its successors.

Section 9.11    Severability.

In case any provision in this Indenture or in the Securities of any series
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

Section 9.12    Counterpart Originals.

The parties may sign any number of copies of this Indenture. Each signed
copy shall be an original, but all of them together represent the same
agreement.

Section 9.13    Table of Contents, Headings, etc.

The Table of Contents, Cross-Reference Table and Headings of the Articles
and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part of this Indenture and shall in no way
modify or restrict any of the terms or provisions hereof.

Section 9.14    Designated Senior Debt.

The Securities of any series under this Indenture shall be "Designated
Senior Debt" for purposes of the indenture governing the Company's 5.75%
Convertible Subordinated Notes due 2006 and the 5.00% Convertible Subordinated
Notes due 2007.

ARTICLE 10
SINKING FUNDS

Section 10.01   Applicability of Article.

The provisions of this Article shall be applicable to any sinking fund for
the retirement of Securities of any series except as otherwise specified as
contemplated by Section 2.02 for such Securities.

The minimum amount of any sinking fund payment provided for by the terms
of any Securities is herein referred to as a "mandatory sinking fund payment,"
and any payment in excess of such minimum amount provided for by the terms of
such Securities is herein referred to as an

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"optional sinking fund payment." If provided for by the terms of any Securities,
the cash amount of any sinking fund payment may be subject to reduction as
provided in Section 10.02. Each sinking fund payment shall be applied to the
redemption of Securities as provided for by the terms of such Securities.

Section 10.02   Satisfaction of Sinking Fund Payments with Securities.

The Company (1) may deliver Outstanding Securities of a series (other than
any previously called for redemption) and (2) may apply as a credit Securities
of a series which have been redeemed either at the election of the Company
pursuant to the terms of such Securities or through the application of permitted
optional sinking fund payments pursuant to the terms of such Securities, in each
case in satisfaction of all or any part of any sinking fund payment with respect
to any Securities of such series required to be made pursuant to the terms of
such Securities as and to the extent provided for by the terms of such
Securities; provided that the Securities to be so credited have not been
previously so credited. The Securities to be so credited shall be received and
credited for such purpose by the Trustee at the Redemption Price, as specified
in the Securities so to be redeemed, for redemption through operation of the
sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

Section 10.03   Redemption of Securities for Sinking Fund.

Not less than 60 days prior to each sinking fund payment date for any
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for such
Securities pursuant to the terms of such Securities, the portion thereof, if
any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities pursuant to
Section 10.02 and will also deliver to the Trustee any Securities to be so
delivered. Not less than 30 days prior to each such sinking fund payment date,
the Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 3.03 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 3.04. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 3.05 and 3.07.

ARTICLE 11
DEFEASANCE AND COVENANT DEFEASANCE

Section 11.01   Company's Option to Effect Defeasance or Covenant Defeasance.

The Company may elect, at its option at any time, to have Section 11.02 or
Section 11.03 applied to any Securities or any series of Securities, as the case
may be, designated pursuant to Section 2.02 as being defeasible pursuant to such
Section 11.02 or 11.03, in accordance with any applicable requirements provided
pursuant to Section 2.02 and upon compliance with the conditions set forth below
in this Article. Any such election shall be evidenced by a Board Resolution or
in another manner specified as contemplated by Section 2.02 for such Securities.

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Section 11.02   Defeasance and Discharge.

Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be, the
Company shall be deemed to have been discharged from its obligations with
respect to such Securities as provided in this Section on and after the date the
conditions set forth in Section 11.04 are satisfied (hereinafter called
"Defeasance"). For this purpose, such Defeasance means that the Company shall be
deemed to have paid and discharged the entire indebtedness represented by such
Securities and to have satisfied all its other obligations under such Securities
and this Indenture insofar as such Securities are concerned (and the Trustee, at
the expense of the Company, shall execute proper instruments acknowledging the
same), subject to the following which shall survive until otherwise terminated
or discharged hereunder:

(1)   the rights of Holders of such Securities to receive, solely
from the trust fund described in Section 11.04 and as more fully set forth
in such Section, payments in respect of the principal of and any premium
and interest on such Securities when payments are due,

(2)   the Company's obligations with respect to such Securities
under Sections 2.07, 2.08, 2.11, 4.02 and 4.07, and, if applicable,
Article 12,

(3)   the rights, powers, trusts, duties and immunities of the
Trustee hereunder, and

(4)   this Article.

Subject to compliance with this Article, the Company may exercise its
option (if any) to have this Section applied to any Securities notwithstanding
the prior exercise of its option (if any) to have Section 11.03 applied to such
Securities.

Section 11.03   Covenant Defeasance.

Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be,

(1)   the Company shall be released from its obligations under
Section 4.08 and any covenants provided pursuant to Sections 2.02(19),
6.01(d) or 6.01(g) or for the benefit of the Holders of such Securities
and

(2)   the occurrence of any event specified in Section 6.01(d) (with
respect to any of Section 4.08 and any such covenants provided pursuant to
Section 2.02(19), 6.01(d) or 6.01(g) shall be deemed not to be or result
in an Event of Default,

in each case with respect to such Securities or any series of Securities as
provided in this Section on and after the date the conditions set forth in
Section 11.04 are satisfied (hereinafter called "Covenant Defeasance"). For this
purpose, such Covenant Defeasance means that, with respect to such Securities,
the Company may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such specified Section (to
the extent so specified in the case

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of Section 6.01(d), whether directly or indirectly by reason of any reference
elsewhere herein to any such Section or by reason of any reference in any such
Section to any other provision herein or in any other document, but the
remainder of this Indenture and such Securities shall be unaffected thereby.

Section 11.04   Conditions to Defeasance or Covenant Defeasance.

The following shall be the conditions to the application of Section 11.02
or Section 11.03 to any Securities or any series of Securities, as the case may
be:

(1)   The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee which satisfies the
requirements contemplated by Section 7.10 and agrees to comply with the
provisions of this Article applicable to it) as trust funds in trust for
the purpose of making the following payments, specifically pledged as
security for, and dedicated solely to, the benefits of the Holders of such
Securities,

(A)   in the case of Securities of a series denominated in
currency of the United States of America,

(i)   cash in currency of the United States of America
in an amount, or

(ii)  U.S. Government Obligations which through the
scheduled payment of principal and interest in respect thereof
in accordance with their terms will provide, not later than
one day before the due date of any payment, an amount in cash,
or

(iii) a combination thereof, or

(B)   in the case of Securities of a series denominated in
currency other than that of the United States of America,

(i)   cash in the currency in which such series of
Securities is denominated in an amount, or

(ii)  Foreign Government Obligations which through the
scheduled payment of principal and interest in respect thereof
in accordance with their terms will provide, not later than
one day before the due date of any payment, an amount in cash,
or

(iii) a combination thereof,

in each case sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay and discharge, and which shall be
applied by the Trustee (or any such other qualifying trustee) to pay and
discharge, the principal of and any premium and interest on such
Securities on the

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respective Stated Maturities, in accordance with the terms of this
Indenture and such Securities.

(2)   In the event of an election to have Section 11.02 apply to any
Securities or any series of Securities, as the case may be, the Company
shall have delivered to the Trustee an Opinion of Counsel stating that (A)
the Company has received from, or there has been published by, the
Internal Revenue Service a ruling or (B) since the date of this
instrument, there has been a change in the applicable Federal income tax
law, in either case (A) or (B) to the effect that, and based thereon such
opinion shall confirm that, the Holders of such Securities will not
recognize gain or loss for Federal income tax purposes as a result of the
deposit, Defeasance and discharge to be effected with respect to such
Securities and will be subject to Federal income tax on the same amount,
in the same manner and at the same times as would be the case if such
deposit, Defeasance and discharge were not to occur.

(3)   In the event of an election to have Section 11.03 apply to any
Securities or any series of Securities, as the case may be, the Company
shall have delivered to the Trustee an Opinion of Counsel to the effect
that the Holders of such Securities will not recognize gain or loss for
Federal income tax purposes as a result of the deposit and Covenant
Defeasance to be effected with respect to such Securities and will be
subject to Federal income tax on the same amount, in the same manner and
at the same times as would be the case if such deposit and Covenant
Defeasance were not to occur.

(4)   The Company shall have delivered to the Trustee an Officers'
Certificate to the effect that neither such Securities nor any other
Securities of the same series, if then listed on any securities exchange,
will be delisted as a result of such deposit.

(5)   No event which is, or after notice or lapse of time or both
would become, an Event of Default with respect to such Securities or any
other Securities shall have occurred and be continuing at the time of such
deposit or, with regard to any such event specified in Sections 6.01(e)
and (f), at any time on or prior to the 90th day after the date of such
deposit (it being understood that this condition shall not be deemed
satisfied until after such 90th day).

(6)   Such Defeasance or Covenant Defeasance shall not cause the
Trustee to have a conflicting interest within the meaning of the Trust
Indenture Act (assuming all Securities are in default within the meaning
of such Act).

(7)   Such Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute a default under, any other agreement
or instrument to which the Company is a party or by which it is bound.

(8)   Such Defeasance or Covenant Defeasance shall not result in the
trust arising from such deposit constituting an investment company within
the meaning of the Investment Company Act unless such trust shall be
registered under such Act or exempt from registration thereunder.

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(9)   The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent with respect to such Defeasance or Covenant Defeasance have been
complied with.

Section 11.05   Deposited Money, U.S. Government Obligations and Foreign
Government Obligations to be Held in Trust; Miscellaneous Provisions.

Subject to the provisions of the last paragraph of Section 4.07, all
money, U.S. Government Obligations and Foreign Government Obligations (including
the proceeds thereof) deposited with the Trustee or other qualifying trustee
(solely for purposes of this Section and Section 13.6, the Trustee and any such
other trustee are referred to collectively as the "Trustee") pursuant to Section
11.04 in respect of any Securities shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any such Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities, of all sums due and to become due
thereon in respect of principal and any premium and interest, but money so held
in trust need not be segregated from other funds except to the extent required
by law. The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations or
Foreign Government Obligations deposited pursuant to Section 11.04 or the
principal and interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders of Outstanding
Securities. Anything in this Article to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money, U.S. Government Obligations or Foreign Government Obligations
held by it as provided in Section 11.04 with respect to any Securities which, in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect the Defeasance or Covenant Defeasance, as the case may be, with respect
to such Securities.

Section 11.06   Reinstatement.

If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or
released pursuant to Section 11.02 or 11.03 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money held in trust pursuant to Section 11.05 with respect to such
Securities in accordance with this Article; provided, however, that if the
Company makes any payment of principal of or any premium or interest on any such
Security following such reinstatement of its obligations, the Company shall be
subrogated to the rights (if any) of the Holders of such Securities to receive
such payment from the money so held in trust.

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ARTICLE 12
CONVERSION OF SECURITIES

Section 12.01   Applicability of Article.

The provisions of this Article shall be applicable to the Securities of
any series which are convertible into shares of Common Stock of the Company, and
the issuance of such shares of Common Stock upon the conversion of such
Securities, except as otherwise specified as contemplated by Section 2.02 for
the Securities of such series.

Section 12.02   Exercise of Conversion Privilege.

In order to exercise a conversion privilege, the holder of a Security of a
series with such a privilege shall surrender such Security to the Company at the
office or agency maintained for that purpose pursuant to Section 4.02,
accompanied by a duly executed conversion notice to the Company substantially in
the form set forth in Exhibit A stating that the holder elects to convert such
Security or a specified portion thereof. Such notice shall also state, if
different from the name and address of such holder, the name or names (with
address) in which the certificate or certificates for shares of Common Stock,
which shall be issuable on such conversion, shall be issued. Securities
surrendered for conversion shall (if so required by the Company or the Trustee)
be duly endorsed by or accompanied by instruments of transfer in forms
satisfactory to the Company and the Trustee duly executed by the registered
holder or its attorney duly authorized in writing; and Securities so surrendered
for conversion (in whole or in part) during the period from the close of
business on any Regular Record Date to the opening of business on the next
succeeding Interest Payment Date (excluding Securities or portions thereof
called for redemption during the period beginning at the close of business on a
Regular Record Date and ending at the opening of business on the first Business
Day after the next succeeding Interest Payment Date, or if such Interest Payment
Date is not a Business Day, the second such Business Day) shall also be
accompanied by payment in funds acceptable to the Company of an amount equal to
the interest payable on such Interest Payment Date on the principal amount of
such Security then being converted, and such interest shall be payable to such
registered holder notwithstanding the conversion of such Security, subject to
the provisions of Section 2.12 relating to the payment of Defaulted Interest by
the Company. As promptly as practicable after the receipt of such notice and of
any payment required pursuant to a Board Resolution and, subject to Section
2.03, set forth, or determined in the manner provided, in an Officers'
Certificate, or established in one or more indentures supplemental hereto
setting forth the terms of such series of Security, and the surrender of such
Security in accordance with such reasonable regulations as the Company may
prescribe, the Company shall issue and shall deliver, at the office or agency at
which such Security is surrendered, to such holder or on its written order, a
certificate or certificates for the number of full shares of Common Stock
issuable upon the conversion of such Security (or specified portion thereof), in
accordance with the provisions of such Board Resolution, Officers' Certificate
or supplemental indenture, and cash as provided therein in respect of any
fractional share of such Common Stock otherwise issuable upon such conversion.
Such conversion shall be deemed to have been effected immediately prior to the
close of business on the date on which such notice and such payment, if
required, shall have been received in proper order for conversion by the Company
and such Security shall have been surrendered as aforesaid

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(unless such holder shall have so surrendered such Security and shall have
instructed the Company to effect the conversion on a particular date following
such surrender and such holder shall be entitled to convert such Security on
such date, in which case such conversion shall be deemed to be effected
immediately prior to the close of business on such date) and at such time the
rights of the holder of such Security as such Security Holder shall cease and
the person or persons in whose name or names any certificate or certificates for
shares of Common Stock of the Company shall be issuable upon such conversion
shall be deemed to have become the holder or holders of record of the shares
represented thereby. Except as set forth above, no payment or adjustment shall
be made upon any conversion on account of any interest accrued on the Securities
(or any part thereof) surrendered for conversion or on account of any dividends
on the Common Stock of the Company issued upon such conversion.

In the case of any Security which is converted in part only, upon such
conversion the Company shall execute and the Trustee shall authenticate and
deliver to or on the order of the holder thereof, at the expense of the Company,
a new Security or Securities of the same series, of authorized denominations, in
aggregate principal amount equal to the unconverted portion of such Security.

Section 12.03   Cash Payments in Lieu of Fractional Shares.

No fractional shares of Common Stock or scrip representing fractional
shares shall be issued upon conversion of Securities. If more than one Security
shall be surrendered for conversion at one time by the same holder, the number
of full shares which shall be issuable upon conversion shall be computed on the
basis of the aggregate principal amount of the Securities (or specified portions
thereof to the extent permitted hereby) so surrendered for conversion. If any
fractional share of stock otherwise would be issuable upon the conversion of any
Security or Securities, the Company shall make an adjustment therefore in cash
based upon the Current Market Price of the Common Stock on the last trading day
prior to the date of conversion.

Section 12.04   Taxes on Shares Issued.

The issue of stock certificates on conversions of Securities shall be made
without charge to the converting holder for any tax in respect of the issue
thereof. The Company shall not, however, be required to pay any tax which may be
payable in respect of any transfer involved in the issue and delivery of stock
in any name other than that of the holder of any Security converted, and the
Company shall not be required to issue or deliver any such stock certificate
unless and until the Person or Persons requesting the issue thereof shall have
paid to the Company the amount of such tax or shall have established to the
satisfaction of the Company that such tax has been paid.

Section 12.05   Adjustment of Conversion Price.

The Conversion Price shall be adjusted from time to time by the Company as
follows:

(a)   If the Company shall hereafter pay a dividend or make a distribution
to all holders of the outstanding Common Stock in shares of Common Stock, the
Conversion Price in effect at the

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opening of business on the date following the Record Date (as defined in Section
12.05(g)) fixed for the determination of stockholders entitled to receive such
dividend or other distribution shall be reduced by multiplying such Conversion
Price by a fraction of which the numerator shall be the number of shares of
Common Stock outstanding at the close of business on the Record Date fixed for
such determination and the denominator shall be the sum of such number of shares
and the total number of shares constituting such dividend or other distribution,
such reduction to become effective immediately after the opening of business on
the day following the Record Date. If any dividend or distribution of the type
described in this Section 12.05(a) is declared but not so paid or made, the
Conversion Price shall again be adjusted to the Conversion Price which would
then be in effect if such dividend or distribution had not been declared.

(b)   If the outstanding shares of Common Stock shall be subdivided into a
greater number of shares of Common Stock, the Conversion Price in effect at the
opening of business on the day following the day upon which such subdivision
becomes effective shall be proportionately reduced, and, conversely, if the
outstanding shares of Common Stock shall be combined into a smaller number of
shares of Common Stock, the Conversion Price in effect at the opening of
business on the day following the day upon which such combination becomes
effective shall be proportionately increased, such reduction or increase, as the
case may be, to become effective immediately after the opening of business on
the day following the day upon which such subdivision or combination becomes
effective.

(c)   If the Company shall issue rights or warrants to all or
substantially all holders of its outstanding shares of Common Stock entitling
them to subscribe for or purchase shares of Common Stock at a price per share
less than the Current Market Price (as defined in Section 12.05(g)) on the
Record Date fixed for the determination of stockholders entitled to receive such
rights or warrants, the Conversion Price shall be adjusted so that the same
shall equal the price determined by multiplying the Conversion Price in effect
at the opening of business on the date after such Record Date by a fraction of
which the numerator shall be the number of shares of Common Stock outstanding at
the close of business on the Record Date plus the number of shares which the
aggregate offering price of the total number of shares so offered would purchase
at such Current Market Price, and of which the denominator shall be the number
of shares of Common Stock outstanding on the close of business on the Record
Date plus the total number of additional shares of Common Stock so offered for
subscription or purchase. Such adjustment shall become effective immediately
after the opening of business on the day following the Record Date fixed for
determination of stockholders entitled to receive such rights or warrants. To
the extent that shares of Common Stock are not delivered pursuant to such rights
or warrants, upon the expiration or termination of such rights or warrants the
Conversion Price shall be readjusted to be the Conversion Price which would then
be in effect had the adjustments made upon the issuance of such rights or
warrants been made on the basis of delivery of only the number of shares of
Common Stock actually delivered. If such rights or warrants are not so issued,
the Conversion Price shall again be adjusted to be the Conversion Price which
would then be in effect if such Record Date fixed for the determination of
stockholders entitled to receive such rights or warrants had not been fixed. In
determining whether any rights or warrants entitle the holders to subscribe for
or purchase shares of Common Stock at less than such Current Market Price, and
in determining the aggregate offering

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price of such shares of Common Stock, there shall be taken into account any
consideration received for such rights or warrants, with the value of such
consideration, if other than cash, to be determined by the Board of Directors.

(d)   If the Company shall, by dividend or otherwise, distribute to all
holders of its Common Stock shares of any class of capital stock of the Company
(other than any dividends or distributions to which Section 12.05(a) applies) or
evidences of its indebtedness, cash or other assets (including securities, but
excluding (i) any rights or warrants of a type referred to in Section 12.05(c)
and (ii) dividends and distributions paid exclusively in cash) (the foregoing
hereinafter in this Section 12.05(d) called the "Distributions"), then, in each
such case, the Conversion Price shall be reduced so that the same shall be equal
to the price determined by multiplying the Conversion Price in effect
immediately prior to the close of business on the Record Date (as defined in
Section 12.05(g)) with respect to such distribution by a fraction of which the
numerator shall be the Current Market Price (determined as provided in Section
12.05(g)) on such date less the fair market value (as determined by the Board of
Directors, whose determination shall be conclusive and described in a resolution
of the Board of Directors) on such date of the portion of the Distributions so
distributed applicable to one share of Common Stock and the denominator shall be
such Current Market Price, such reduction to become effective immediately prior
to the opening of business on the day following the Record Date; provided,
however, that in the event the then fair market value (as so determined) of the
portion of the Distributions so distributed applicable to one share of Common
Stock is equal to or greater than the Current Market Price on the Record Date,
in lieu of the foregoing adjustment, adequate provision shall be made so that
each holder of Securities shall have the right to receive upon conversion of a
Security (or any portion thereof) the amount of Distributions such holder would
have received had such holder converted such Security (or portion thereof)
immediately prior to such Record Date. If such dividend or distribution is not
so paid or made, the Conversion Price shall again be adjusted to be the
Conversion Price which would then be in effect if such dividend or distribution
had not been declared. If the Board of Directors determines the fair market
value of any distribution for purposes of this Section 12.05(d) by reference to
the actual or when issued trading market for any securities comprising all or
part of such distribution, it must in doing so consider the prices in such
market over the same period used in computing the Current Market Price pursuant
to Section 12.05(g) to the extent possible.

Notwithstanding any other provision of this Section 12.05(d) to the
contrary, rights, warrants, evidences of indebtedness, other securities, cash or
other assets (including, without limitation, any rights distributed pursuant to
any stockholder rights plan) shall be deemed not to have been distributed for
purposes of this Section 12.05(d) if the Company makes proper provision so that
each holder of Securities who converts a Security (or any portion thereof) after
the Record Date fixed for determination of stockholders entitled to receive such
distribution shall be entitled to receive upon such conversion, in addition to
the shares of Common Stock issuable upon such conversion, the amount and kind of
such distributions that such holder would have been entitled to receive if such
holder had, immediately prior to such determination date, converted such
Security into Common Stock.

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Rights or warrants distributed by the Company to all holders of Common
Stock entitling the holders thereof to subscribe for or purchase shares of the
Company's capital stock (either initially or under certain circumstances), which
rights or warrants, until the occurrence of a specified event or events
("Trigger Event"): (i) are deemed to be transferred with such shares of Common
Stock; (ii) are not exercisable; and (iii) are also issued in respect of future
issuances of Common Stock, shall be deemed not to have been distributed for
purposes of this Section 12.05(d) (and no adjustment to the Conversion Price
under this Section 12.05(d) shall be required) until the occurrence of the
earliest Trigger Event, whereupon such rights and warrants shall be deemed to
have been distributed and an appropriate adjustment to the Conversion Price
under this Section 12.05(d) shall be made. If any such rights or warrants,
including any such existing rights or warrants distributed prior to the Issue
Date, are subject to subsequent events, upon the occurrence of each of which
such rights or warrants shall become exercisable to purchase different
securities, evidences of indebtedness or other assets, then the occurrence of
each such event shall be deemed to be such date of issuance and Record Date with
respect to new rights or warrants (and a termination or expiration of the
existing rights or warrants without exercise by the holder thereof). In
addition, in the event of any distribution (or deemed distribution) of rights or
warrants, or any Trigger Event with respect thereto, that was counted for
purposes of calculating a distribution amount for which an adjustment to the
Conversion Price under this Section 12.05 was made, (1) in the case of any such
rights or warrants which shall all have been redeemed or repurchased without
exercise by any holders thereof, the Conversion Price shall be readjusted upon
such final redemption or repurchase to give effect to such distribution or
Trigger Event, as the case may be, as though it were a cash distribution, equal
to the per share redemption or repurchase price received by a holder or holders
of Common Stock with respect to such rights or warrants (assuming such holder
had retained such rights or warrants), made to all holders of Common Stock as of
the date of such redemption or repurchase, and (2) in the case of such rights or
warrants which shall have expired or been terminated without exercise by any
holders thereof, the Conversion Price shall be readjusted as if such rights and
warrants had not been issued.

For purposes of this Section 12.05(d) and Sections 12.05(a) and (c), any
dividend or distribution to which this Section 12.05(d) is applicable that also
includes shares of Common Stock, or rights or warrants to subscribe for or
purchase shares of Common Stock to which Section 12.05(c) applies (or both),
shall be deemed instead to be (1) a dividend or distribution of the evidences of
indebtedness, assets, shares of capital stock, rights or warrants other than
such shares of Common Stock or rights or warrants to which Section 12.05(c)
applies (and any Conversion Price reduction required by this Section 12.05(d)
with respect to such dividend or distribution shall then be made) immediately
followed by (2) a dividend or distribution of such shares of Common Stock or
such rights or warrants (and any further Conversion Price reduction required by
Sections 12.05(a) and (c) with respect to such dividend or distribution shall
then be made, except that (A) the Record Date of such dividend or distribution
shall be substituted as "the Record Date fixed for the determination of
stockholders entitled to receive such dividend or other distribution", "Record
Date fixed for such determination" and "Record Date" within the meaning of
Section 12.05(a) and as "the Record Date fixed for the determination of
stockholders entitled to receive such rights or warrants", "the Record Date
fixed for the determination of the stockholders entitled to receive such rights
or warrants" and "such Record Date" within the meaning of Section 12.05(c) and
(B) any shares of Common Stock

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included in such dividend or distribution shall not be deemed "outstanding at
the close of business on the date fixed for such determination" within the
meaning of Section 12.05(a)).

(e)   If the Company shall, by dividend or otherwise, distribute cash to
all holders of its Common Stock (excluding any cash that is distributed upon a
merger or consolidation to which Section 12.06 applies or as part of a
distribution referred to in Section 12.05(d)) in an aggregate amount that,
combined together with (1) the aggregate amount of any other such all-cash
distributions to all holders of its Common Stock within the 12 months preceding
the date of payment of such distribution, and in respect of which no adjustment
pursuant to this Section 12.05(e) has been made, and (2) the aggregate of any
cash plus the fair market value (as determined by the Board of Directors, whose
determination shall be conclusive and described in a resolution of the Board of
Directors) of consideration payable in respect of any tender offer by the
Company or any of its subsidiaries for all or any portion of the Common Stock
(as contemplated in Section 12.05(f) hereof) concluded within the 12 months
preceding the date of payment of such distribution, and in respect of which no
adjustment pursuant to Section 12.05(f) has been made, exceeds 15% of the
product of the Current Market Price (determined as provided in Section 12.05(g))
on the Record Date with respect to such distribution times the number of shares
of Common Stock outstanding on such date, then, and in each such case,
immediately after the close of business on such date, the Conversion Price shall
be reduced so that the same shall equal the price determined by multiplying the
Conversion Price in effect immediately prior to the close of business on such
Record Date by a fraction (i) the numerator of which shall be equal to the
Current Market Price on the Record Date less an amount equal to the quotient of
(x) the excess of such combined amount over such 15% and (y) the number of
shares of Common Stock outstanding on the Record Date and (ii) the denominator
of which shall be equal to the Current Market Price on such Record Date;
provided, however, that if the portion of the cash so distributed applicable to
one share of Common Stock is equal to or greater than the Current Market Price
of the Common Stock on the Record Date, in lieu of the foregoing adjustment,
adequate provision shall be made so that each holder of Securities shall have
the right to receive upon conversion of a Security (or any portion thereof) the
amount of cash such holder would have received had such holder converted such
Security (or portion thereof) immediately prior to such Record Date. If such
dividend or distribution is not so paid or made, the Conversion Price shall
again be adjusted to be the Conversion Price which would then be in effect if
such dividend or distribution had not been declared. Any cash distribution to
all holders of Common Stock as to which the Company makes the election permitted
by Section 12.05(m) and as to which the Company has complied with the
requirements of such Section shall be treated as not having been made for all
purposes of this Section 12.05(e).

(f)   If a tender offer made by the Company or any of its subsidiaries for
all or any portion of the Common Stock expires and such tender offer (as amended
upon the expiration thereof) requires the payment to stockholders (based on the
acceptance (up to any maximum specified in the terms of the tender offer) of
Purchased Shares (as defined below)) of an aggregate consideration having a fair
market value (as determined by the Board of Directors, whose determination shall
be conclusive and described in a resolution of the Board of Directors) that,
combined together with (1) the aggregate of the cash plus the fair market value
(as determined by the Board of Directors, whose determination shall be
conclusive and described in a resolution of the Board of Directors), as of the

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expiration of such tender offer, of consideration payable in respect of any
other tender offers, by the Company or any of its subsidiaries for all or any
portion of the Common Stock, expiring within the 12 months preceding the
expiration of such tender offer and in respect of which no adjustment pursuant
to this Section 12.05(f) has been made and (2) the aggregate amount of any such
all-cash distributions to all holders of the Common Stock (as contemplated in
Section 12.05(e) hereof) within 12 months preceding the expiration of such
tender offer and in respect of which no adjustment pursuant to Section 12.05(e)
has been made, exceeds 15% of the product of the Current Market Price
(determined as provided in Section 12.05(g)) as of the last time (the
"Expiration Time") tenders could have been made pursuant to such tender offer
(as it may be amended) times the number of shares of Common Stock outstanding
(including any tendered shares) on the Expiration Time, then, and in each such
case, immediately prior to the opening of business on the day after the date of
the Expiration Time, the Conversion Price shall be adjusted so that the same
shall equal the price determined by multiplying the Conversion Price in effect
immediately prior to close of business on the date of the Expiration Time by a
fraction of which the numerator shall be the number of shares of Common Stock
outstanding (including any tendered shares) on the Expiration Time multiplied by
the Current Market Price of the Common Stock on the trading day next succeeding
the Expiration Time and the denominator shall be the sum of (x) the fair market
value (determined as aforesaid) of the aggregate consideration payable to
stockholders based on the acceptance (up to any maximum specified in the terms
of the tender offer) of all shares validly tendered and not withdrawn as of the
Expiration Time (the shares deemed so accepted, up to any such maximum, being
referred to as the "Purchased Shares") and (y) the product of the number of
shares of Common Stock outstanding (less any Purchased Shares) on the Expiration
Time and the Current Market Price of the Common Stock on the Trading Day next
succeeding the Expiration Time, such reduction (if any) to become effective
immediately prior to the opening of business on the day following the Expiration
Time. If the Company is obligated to purchase shares pursuant to any such tender
offer, but the Company is permanently prevented by applicable law from effecting
any such purchases or all such purchases are rescinded, the Conversion Price
shall again be adjusted to be the Conversion Price which would then be in effect
if such tender offer had not been made. If the application of this Section
12.05(f) to any tender offer would result in an increase in the Conversion
Price, no adjustment shall be made for such tender offer under this Section
12.05(f).

(g)   For purposes of this Section 12.05, the following terms shall have
the meaning indicated:

(1)   "Closing Price" with respect to any securities on
any day means the closing price on such day or, if no such sale takes place on
such day, the average of the reported high and low prices on such day, in each
case on the Nasdaq National Market or New York Stock Exchange, as applicable,
or, if such security is not listed or admitted to trading on such national
market or exchange, on the principal national securities exchange or quotation
system on which such security is quoted or listed or admitted to trading, or, if
not quoted or listed or admitted to trading on any national securities exchange
or quotation system, the average of the high and low prices of such security on
the over-the-counter market on the day in question as reported by the National
Quotation Bureau Incorporated, or a similar generally accepted reporting
service, or, if not so available, in such manner as furnished by any New York
Stock Exchange member firm selected

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from time to time by the Board of Directors for that purpose, or a price
determined in good faith by the Board of Directors, whose determination shall be
conclusive and described in a resolution of the Board of Directors.

(2)   "Current Market Price" means the average of the
daily Closing Prices per share of Common Stock for the 10 consecutive trading
days immediately prior to the date in question; provided, however, that (1) if
the "ex" date (as hereinafter defined) for any event (other than the issuance or
distribution requiring such computation) that requires an adjustment to the
Conversion Price pursuant to Sections 12.05(a), (b), (c), (d), (e) or (f) occurs
during such 10 consecutive trading days, the Closing Price for each trading day
prior to the "ex" date for such other event shall be adjusted by multiplying
such Closing Price by the same fraction by which the Conversion Price is so
required to be adjusted as a result of such other event, (2) if the "ex" date
for any event (other than the issuance or distribution requiring such
computation) that requires an adjustment to the Conversion Price pursuant to
Section 12.05(a), (b), (c), (d), (e) or (f) occurs on or after the "ex" date for
the issuance or distribution requiring such computation and prior to the day in
question, the Closing Price for each trading day on and after the "ex" date for
such other event shall be adjusted by multiplying such Closing Price by the
reciprocal of the fraction by which the Conversion Price is so required to be
adjusted as a result of such other event, and (3) if the "ex" date for the
issuance or distribution requiring such computation is prior to the day in
question, after taking into account any adjustment required pursuant to clause
(1) or (2) of this proviso, the Closing Price for each trading day on or after
such "ex" date shall be adjusted by adding thereto the amount of any cash and
the fair market value (as determined by the Board of Directors in a manner
consistent with any determination of such value for purposes of Sections
12.05(d) or (f), whose determination shall be conclusive and described in a
resolution of the Board of Directors) of the evidences of indebtedness, shares
of capital stock or assets being distributed applicable to one share of Common
Stock as of the close of business on the day before such "ex" date. For purposes
of any computation under Section 12.05(f), the Current Market Price on any date
shall be deemed to be the average of the daily Closing Prices per share of
Common Stock for such day and the next two succeeding trading days; provided,
however, that if the "ex" date for any event (other than the tender offer
requiring such computation) that requires an adjustment to the Conversion Price
pursuant to Section 12.05(a), (b), (c), (d), (e) or (f) occurs on or after the
Expiration Time for the tender or exchange offer requiring such computation and
prior to the day in question, the Closing Price for each trading day on and
after the "ex" date for such other event shall be adjusted by multiplying such
Closing Price by the reciprocal of the fraction by which the Conversion Price is
so required to be adjusted as a result of such other event. For purposes of this
paragraph, the term "ex" date, (1) when used with respect to any issuance or
distribution, means the first date on which the Common Stock trades regular way
on the relevant exchange or in the relevant market from which the Closing Price
was obtained without the right to receive such issuance or distribution, (2)
when used with respect to any subdivision or combination of shares of Common
Stock, means the first date on which the Common Stock trades regular way on such
exchange or in such market after the time at which such subdivision or
combination becomes effective, and (3) when used with respect to any tender or
exchange offer means the first date on which the Common Stock trades regular way
on such exchange or in such market after the Expiration Time of such offer.
Notwithstanding the foregoing, whenever successive adjustments to the Conversion
Price are called for pursuant to this

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Section 12.05, such adjustments shall be made to the Current Market Price as may
be necessary or appropriate to effectuate the intent of this Section 12.05 and
to avoid unjust or inequitable results as determined in good faith by the Board
of Directors.

(3)   "fair market value" shall mean the amount which a
willing buyer would pay a willing seller in an arm's length transaction.

(4)   "Record Date" shall mean, with respect to any
dividend, distribution or other transaction or event in which the holders of
Common Stock have the right to receive any cash, securities or other property or
in which the Common Stock (or other applicable security) is exchanged for or
converted into any combination of cash, securities or other property, the date
fixed for determination of stockholders entitled to receive such cash,
securities or other property (whether such date is fixed by the Board of
Directors or by statute, contract or otherwise).

(5)   "trading day" shall mean (x) if the applicable
security is listed or admitted for trading on the New York Stock Exchange or
another national securities exchange, a day on which the New York Stock Exchange
or another national securities exchange is open for business or (y) if the
applicable security is quoted on the Nasdaq National Market, a day on which
trades may be made thereon or (z) if the applicable security is not so listed,
admitted for trading or quoted, any day other than a Saturday or Sunday or a day
on which banking institutions in the State of New York are authorized or
obligated by law or executive order to close.

(h)   The Company may make such reductions in the Conversion Price, in
addition to those required by Sections 12.05(a), (b), (c), (d), (e) and (f), as
the Board of Directors considers to be advisable to avoid or diminish any income
tax to holders of Common Stock or rights to purchase Common Stock resulting from
any dividend or distribution of stock (or rights to acquire stock) or from any
event treated as such for income tax purposes.

The Company from time to time may, to the extent permitted by law, reduce
the Conversion Price by any amount for any period of at least 20 days, if the
Board of Directors has made a determination that such reduction would be in the
Company's best interests, which determination shall be conclusive and described
in a resolution of the Board of Directors. The reduction in Conversion Price
shall be irrevocable during this period. Whenever the Conversion Price is
reduced pursuant to the preceding sentence, the Company shall mail to the
holders of Securities at his or her last address appearing on the Register of
holders maintained for that purpose a notice of the reduction at least 15 days
prior to the date the reduced Conversion Price takes effect, and such notice
shall state the reduced Conversion Price and the period during which it will be
in effect.

(i)   No adjustment in the Conversion Price shall be required unless such
adjustment would require an increase or decrease of at least 1% in such price;
provided, however, that any adjustments which by reason of this Section 12.05(i)
are not required to be made shall be carried forward and taken into account in
any subsequent adjustment. All calculations under this Article XII shall be made
by the Company and shall be made to the nearest cent or to the nearest one
hundredth of a share, as the case may be.

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No adjustment need be made for a change in the par value or no par value
of the Common Stock.

(j)   Whenever the Conversion Price is adjusted as herein provided, the
Company shall promptly file with the Trustee and any Conversion Agent other than
the Trustee an Officers' Certificate setting forth the Conversion Price after
such adjustment and setting forth a brief statement of the facts requiring such
adjustment. Promptly after delivery of such certificate, the Company shall
prepare a notice of such adjustment of the Conversion Price setting forth the
adjusted Conversion Price and the date on which each adjustment becomes
effective and shall mail such notice of such adjustment of the Conversion Price
to each holder of Securities at his or her last address appearing on the
Register of holders maintained for that purpose within 20 days of the effective
date of such adjustment. Failure to deliver such notice shall not affect the
legality or validity of any such adjustment.

(k)   In any case in which this Section 12.05 provides that an adjustment
shall become effective immediately after a Record Date for an event, the Company
may defer until the occurrence of such event issuing to the holder of any
Security converted after such Record Date and before the occurrence of such
event the additional shares of Common Stock issuable upon such conversion by
reason of the adjustment required by such event over and above the Common Stock
issuable upon such conversion before giving effect to such adjustment.

(l)   For purposes of this Section 12.05, the number of shares of Common
Stock at any time outstanding shall not include shares held in the treasury of
the Company but shall include shares issuable in respect of scrip certificates
issued in lieu of fractions of shares of Common Stock. The Company shall not pay
any dividend or make any distribution on shares of Common Stock held in the
treasury of the Company.

(m)   In lieu of making any adjustment to the Conversion Price pursuant to
Section 12.05(e), the Company may elect to reserve an amount of cash for
distribution to the holders of Securities upon the conversion of the Securities
so that any such holder converting Securities will receive upon such conversion,
in addition to the shares of Common Stock and other items to which such holder
is entitled, the full amount of cash which such holder would have received if
such holder had, immediately prior to the Record Date for such distribution of
cash, converted its Securities into Common Stock, together with any interest
accrued with respect to such amount, in accordance with this Section 12.05(m).
The Company may make such election by providing an Officers' Certificate to the
Trustee to such effect on or prior to the payment date for any such distribution
and depositing with the Trustee on or prior to such date an amount of cash equal
to the aggregate amount that the holders of Securities would have received if
such holders had, immediately prior to the Record Date for such distribution,
converted all of the Securities into Common Stock. Any such funds so deposited
by the Company with the Trustee shall be invested by the Trustee in U.S.
Government Obligations with a maturity not more than three (3) months from the
date of issuance. Upon conversion of Securities by a holder thereof, such holder
shall be entitled to receive, in addition to the Common Stock issuable upon
conversion, an amount of cash equal to the amount such holder would have
received if such holder had, immediately prior to the Record Date for such
distribution, converted its Security into Common Stock, along with such holder's
pro-rata share of any accrued

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interest earned as a consequence of the investment of such funds. Promptly after
making an election pursuant to this Section 12.05(m), the Company shall give or
shall cause to be given notice to all holders of Securities of such election,
which notice shall state the amount of cash per $1,000 principal amount of
Securities such holders shall be entitled to receive (excluding interest) upon
conversion of the Securities as a consequence of the Company having made such
election.

Section 12.06   Effect of Reclassification, Consolidation, Merger or Sale.

If any of the following events occur: (i) any reclassification or change
of the outstanding shares of Common Stock (other than a change in par value, or
from par value to no par value, or from no par value to par value, or as a
result of a subdivision or combination), (ii) any consolidation, merger or
combination of the Company with another corporation as a result of which holders
of Common Stock shall be entitled to receive stock, securities or other property
or assets (including cash) with respect to or in exchange for such Common Stock,
or (iii) any sale or conveyance of the properties and assets of the Company as
an entirety or substantially as an entirety to any other corporation as a result
of which holders of Common Stock shall be entitled to receive stock, securities
or other property or assets (including cash) with respect to or in exchange for
such Common Stock, then the Company or the successor or purchasing corporation,
as the case may be, shall execute with the Trustee a supplemental indenture
(which shall comply with the TIA as in force at the date of execution of such
supplemental indenture if such supplemental indenture is then required to so
comply) providing that the Securities of a series then outstanding shall be
convertible into the kind and amount of shares of stock and other securities or
property or assets (including cash) receivable upon such reclassification,
change, consolidation, merger, combination, sale or conveyance by a holder of a
number of shares of Common Stock issuable upon conversion of such Securities
(assuming, for such purposes, a sufficient number of authorized shares of Common
Stock available to convert all such Securities) immediately prior to such
reclassification, change, consolidation, merger, combination, sale or conveyance
assuming such holder of Common Stock did not exercise his or her rights of
election, if any, as to the kind or amount of securities, cash or other property
receivable upon such consolidation, merger, statutory exchange, sale or
conveyance (provided that, if the kind or amount of securities, cash or other
property receivable upon such consolidation, merger, statutory exchange, sale or
conveyance is not the same for each share of Common Stock in respect of which
such rights of election have not been exercised ("non-electing share"), then,
for the purposes of this Section 12.06, the kind and amount of securities, cash
or other property receivable upon such consolidation, merger, statutory
exchange, sale or conveyance for each non-electing share shall be deemed to be
the kind and amount so receivable per share by a plurality of the non-electing
shares). Such supplemental indenture shall provide for adjustments which shall
be as nearly equivalent as may be practicable to the adjustments provided for in
this Article XII. If, in the case of any such reclassification, change,
consolidation, merger, combination, sale or conveyance, the stock or other
securities and assets receivable thereupon by a holder of shares of Common Stock
includes shares of stock or other securities and assets of a corporation other
than the successor or purchasing corporation, as the case may be, in such
reclassification, change, consolidation, merger, combination, sale or
conveyance, then such supplemental indenture shall also be executed by such
other corporation and shall contain such additional provisions to protect the

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interests of the holders of the Securities as the Board of Directors shall
reasonably consider necessary by reason of the foregoing.

The Company shall cause notice of the execution of such supplemental
indenture to be mailed to each holder of Securities at his or her address
appearing on the Register of holders for that purpose within 20 days after
execution thereof. Failure to deliver such notice shall not affect the legality
or validity of such supplemental indenture.

The above provisions of this Section 12.06 shall similarly apply to
successive reclassifications, changes, consolidations, mergers, combinations,
sales and conveyances.

If this Section 12.06 applies to any event or occurrence, Section 12.05
shall not apply.

Section 12.07   Reservation of Shares; Shares to Be Fully Paid; Listing of
Common Stock.

The Company shall provide, free from preemptive rights, out of its
authorized but unissued shares or shares held in treasury, sufficient shares to
provide for the conversion of all outstanding Securities of any series that has
conversion rights.

Before taking any action which would cause an adjustment reducing the
Conversion Price below the then par value, if any, of the shares of Common Stock
issuable upon conversion of any outstanding Securities of any series that has
conversion rights, the Company shall take all corporate action which may, in the
opinion of its counsel, be necessary in order that the Company may validly and
legally issue shares of such Common Stock at such adjusted Conversion Price;
provided, however, that no shares of Common Stock shall be required to be issued
at a Conversion Price less than the par value of such Common Stock.

The Company covenants that all shares of Common Stock that may be issued
upon conversion of Securities will be fully paid and non-assessable by the
Company and free from all taxes, liens and charges with respect to the issue
thereof.

The Company further covenants that as long as the Common Stock is quoted
on the Nasdaq National Market, or its successor, the Company shall cause all
Common Stock issuable upon conversion of Securities of any series that has
conversion rights to be eligible for such quotation in accordance with, and at
the times required under, the requirements of such market, and if at any time
the Common Stock becomes listed on the New York Stock Exchange or any other
national securities exchange, the Company shall cause all Common Stock issuable
upon conversion of such Securities to be so listed and kept listed.

Section 12.08   Responsibility of Trustee.

The Trustee shall not at any time be under any duty of responsibility to
any holders of Securities that may be to determine whether any facts exist which
may require any adjustment of the Conversion Price, or with respect to the
nature or extent or calculation of any such adjustment when made, or with
respect to the method employed, or herein or in any supplemental indenture
provided

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to be employed, in making the same. The Trustee shall not be accountable with
respect to the validity or value (or the kind or amount) of any shares of Common
Stock, or of any securities or property, which may at any time be issued or
delivered upon the conversion of any Security of any series that has conversion
rights; and the Trustee makes no representations with respect thereto. Subject
to the provisions of Section 7.01, the Trustee shall not be responsible for any
failure of the Company to issue, transfer or deliver any shares of Common Stock
or stock certificates or other securities or property or cash upon the surrender
of any Security of any series that has conversion rights for the purpose of
conversion or to comply with any of the duties, responsibilities or covenants of
the Company contained in this Article XII. Without limiting the generality of
the foregoing, the Trustee shall not have any responsibility to determine the
correctness of any provisions contained in any supplemental indenture entered
into pursuant to Section 12.06 relating either to the kind or amount of shares
of stock or securities or property (including cash) receivable by holders of
Securities of any series that has conversions rights upon the conversion of
their Securities after any event referred to in such Section 12.06 or to any
adjustment to be made with respect thereto, but, subject to the provisions of
Section 7.01, may accept as conclusive evidence of the correctness of any such
provisions, and shall be protected in relying upon, the Officers' Certificate
and Opinion of Counsel (which the Company shall be obligated to file with the
Trustee prior to the execution of any such supplemental indenture) with respect
thereto.

Section 12.09   Notice to Holders Prior to Certain Actions.

If

(a)   the Company declares a dividend (or any other distribution) on its
Common Stock (other than in cash out of retained earnings or other than a
dividend that results in an adjustment in the Conversion Price pursuant to
Section 12.05 as to which the Company has made an election in accordance with
Section 12.05(m)); or

(b)   the Company authorizes the granting to the holders of its Common
Stock of rights or warrants to subscribe for or purchase any share of any class
of Common Stock or any other rights or warrants; or

(c)   there is any reclassification of the Common Stock (other than a
subdivision or combination of outstanding Common Stock, or a change in par
value, or from par value to no par value, or from no par value to par value), or
of any consolidation or merger to which the Company is a party and for which
approval of any stockholders of the Company is required, or of the sale or
transfer of all or substantially all of the assets of the Company; or

(d)   there is any voluntary or involuntary dissolution, liquidation or
winding-up of the Company;

then the Company shall cause to be filed with the Trustee and to be mailed to
each holder of Securities at his or her address appearing on the Register
maintained for that purpose as promptly as possible but in any event at least 15
days prior to the applicable date hereinafter specified, a notice stating (x)
the date on which a record is to be taken for the purpose of such dividend,
distribution or

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rights or warrants, or, if a record is not to be taken, the date as of which the
holders of Common Stock of record to be entitled to such dividend, distribution
or rights are to be determined, or (y) the date on which such reclassification,
consolidation, merger, sale, transfer, dissolution, liquidation or winding-up is
expected to become effective or occur, and the date as of which it is expected
that holders of Common Stock of record shall be entitled to exchange their
Common Stock for securities or other property deliverable upon such
reclassification, consolidation, merger, sale, transfer, dissolution,
liquidation or winding-up. Failure to give such notice, or any defect therein,
shall not affect the legality or validity of such dividend, distribution,
reclassification, consolidation, merger, sale, transfer, dissolution,
liquidation or winding-up.

ARTICLE 13
SUBORDINATION

Section 13.01   Agreement to Subordinate.

Except as otherwise provided in a supplemental indenture or pursuant to
Section 2.02, the Company agrees, and each holder of Securities issued hereunder
by accepting a Security agrees, that the indebtedness evidenced by the Security
will be subordinated in right of payment, to the extent and in the manner
provided in this Article XIII, to the prior payment in full in cash or payment
satisfactory to holders of Senior Debt of all Senior Debt (whether outstanding
on the Issue Date or thereafter created, incurred, assumed or guaranteed), and
that the subordination is for the benefit of the holders of Senior Debt. The
Company agrees, and each holder of Securities by accepting a Security agrees,
that any indebtedness evidenced by the Security will be pari passu in right of
payment to the Existing Convertible Notes.

Section 13.02   Liquidation; Dissolution; Bankruptcy.

Upon any distribution to creditors of the Company in a liquidation or
dissolution of the Company or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Company or its property, in
an assignment for the benefit of creditors or any marshaling of the Company's
assets and liabilities:

(a)   holders of Senior Debt shall be entitled to receive payment in full
of all Obligations due in respect of such Senior Debt (including interest, after
the commencement of any such proceeding at the rate specified in the applicable
Senior Debt) in cash or other payment satisfactory to the holders of the Senior
Debt before holders of any Securities would be entitled to receive any payment
with respect to the Securities of any series; and

(b)   until all Senior Debt is paid in full in cash or other payment
satisfactory to the holders of the Senior Debt, any distribution to which
holders of Securities of any series would be entitled but for this Article XIII
shall be made to holders of Senior Debt, as their interests may appear.

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Section 13.03   Default on Senior Debt and/or Designated Senior Debt.

No payment or distribution may be made by the Company to the Trustee or
any holder of Securities of any series in respect of Obligations with respect to
Securities of any series and the Company may not acquire from the Trustee or any
holder of Securities any Securities until all Senior Debt has been paid in full
in cash or other payment satisfactory to the holders of the Senior Debt if:

(a)   a default in the payment of any principal of, premium, if any,
interest, rent or other Obligations in respect of Senior Debt occurs and is
continuing beyond any applicable grace period in the agreement, indenture or
other document governing such Senior Debt; or

(b)   a default, other than a payment default, on Designated Senior Debt
occurs and is continuing that then permits holders of such Designated Senior
Debt to accelerate its maturity and the Trustee receives a notice of the default
(a "Payment Blockage Notice") from a Person who may give it pursuant to Section
13.11 hereof.

If the Trustee receives any Payment Blockage Notice pursuant to Section
13.03 (ii) hereof, no subsequent Payment Blockage Notice shall be effective for
purposes of such Section unless and until at least 365 days shall have elapsed
since the effectiveness of the immediately prior Payment Blockage Notice. No
nonpayment default that existed or was continuing on the date of delivery of any
Payment Blockage Notice to the Trustee shall be, or be made, the basis for a
subsequent Payment Blockage Notice.

The Company may and shall resume payments on and distributions in respect
of the Securities and may acquire them upon the earlier of:

(a)   in the case of a payment default, upon the date upon which the
default is cured or waived or ceases to exist, or

(b)   in the case of a nonpayment default referred to in Section 13.03(ii)
hereof, the earlier of the date upon which the default is cured or waived ceases
to exist or 179 days after notice is received if the maturity of such Designated
Senior Debt has not been accelerated,

if this Article XIII otherwise permits the payment, distribution or acquisition
at the time of such payment or acquisition.

Section 13.04   Acceleration of Securities.

In the event of the acceleration of the Securities because of an Event of
Default, the Company may not make any payment or distribution to the Trustee or
any holder of Securities in respect of Obligations with respect to Securities
and may not acquire or purchase from the Trustee or any holder of Securities any
Securities until all Senior Debt has been paid in full in cash or other payment
satisfactory to the holders of Senior Debt or such acceleration is rescinded in
accordance with the terms of this Indenture.

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If payment of the Securities is accelerated because of an Event of
Default, the Company or the Trustee shall promptly notify holders of Senior Debt
or trustee(s) of such Senior Debt of the acceleration.

Section 13.05   When Distribution Must Be Paid Over.

In the event that the Trustee, any holder of Securities or any other
Person receives any payment or distributions of assets of the Company of any
kind with respect to the Securities in contravention of any terms contained in
this Indenture, whether in cash, property or securities, including, without
limitation by way of set-off or otherwise, then such payment shall be held by
the recipient in trust for the benefit of holders of Senior Debt, and shall be
immediately paid over and delivered to the holders of Senior Debt or the
representative(s), to the extent necessary to make payment in full of all Senior
Debt remaining unpaid, after giving effect to any concurrent payment or
distribution or provision therefore, to or for the holders of Senior Debt;
provided that the foregoing shall apply to the Trustee only if the Trustee has
actual knowledge (as determined in accordance with Section 13.11) that such
payment or distribution is prohibited by this Indenture.

With respect to the holders of Senior Debt, the Trustee undertakes to
perform only such obligations on the part of the Trustee as are specifically set
forth in this Article XIII, and no implied covenants or obligations with respect
to the holders of Senior Debt shall be read into this Indenture against the
Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt, and shall not be liable to any such holders if the
Trustee shall pay over or distribute to or on behalf of holders of Securities or
the Company or any other Person money or assets to which any holders of Senior
Debt shall be entitled by virtue of this Article XIII, except if such payment is
made as a result of the willful misconduct or gross negligence of the Trustee.

Section 13.06   Notice by Company.

The Company shall promptly notify the Trustee of any facts known to the
Company that would cause a payment of any Obligations with respect to the
Securities or the purchase of any Securities by the Company to violate this
Article XIII, but failure to give such notice shall not affect the subordination
of the Securities to the Senior Debt as provided in this Article XIII.

Section 13.07   Subrogation.

After all Senior Debt is paid in full and until the Securities are paid in
full, holders of Securities shall be subrogated (equally and ratably with all
other indebtedness pari passu with the Securities) to the rights of holders of
Senior Debt to receive distributions applicable to Senior Debt to the extent
that distributions otherwise payable to the holders of Securities have been
applied to the payment of Senior Debt. A distribution made under this Article
XIII to holders of Senior Debt that otherwise would have been made to holders of
Securities is not, as between the Company and holders of Securities, a payment
by the Company on the Securities.

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Section 13.08   Relative Rights.

This Article XIII defines the relative rights of holders of Securities and
holders of Senior Debt. Nothing in this Indenture shall:

(a)   impair, as between the Company and holders of Securities, the
obligation of the Company, which is absolute and unconditional, to pay principal
of, premium, if any, and interest on the Securities in accordance with their
terms;

(b)   affect the relative rights of holders of Securities and creditors
(other than with respect to Senior Debt) of the Company, other than their rights
in relation to holders of Senior Debt; or

(c)   prevent the Trustee or any holder of Securities from exercising its
available remedies upon a Default or Event of Default, subject to the rights of
holders and owners of Senior Debt to receive distributions and payments
otherwise payable to holders of Securities.

If the Company fails because of this Article XIII to pay principal of or
interest on a Security on the due date, the failure is still a Default or Event
of Default.

Section 13.09   Subordination May Not Be Impaired by Company.

No right of any holder of Senior Debt to enforce the subordination of the
indebtedness evidenced by the Securities shall be impaired by any act or failure
to act by the Company or any holder of Securities or by the failure of the
Company or any such holder to comply with this Indenture.

Section 13.10   Distribution or Notice to Representative.

Whenever a distribution is to be made or a notice given to holders of
Senior Debt, the distribution may be made and the notice given to their
Representative.

Upon any payment or distribution of assets of the Company referred to in
this Article XIII, the Trustee and the holders of Securities shall be entitled
to rely upon any order or decree made by any court of competent jurisdiction or
upon any certificate of such Representative or of the liquidating trustee or
agent or other Person making any distribution to the Trustee or to the holders
of Securities for the purpose of ascertaining the Persons entitled to
participate in such distribution, the holders of the Senior Debt and other
indebtedness of the Company, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article XIII.

Section 13.11   Rights of Trustee and Paying Agent.

Notwithstanding the provisions of this Article XIII or any other provision
of this Indenture, the Trustee shall not be charged with knowledge of the
existence of any facts that would prohibit the making of any payment or
distribution by the Trustee (other than pursuant to Section 13.04), and the
Trustee may continue to make payments on the Securities, unless a Trust Officer
shall have received

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at least two Business Days prior to the date of such payment or distribution
written notice of facts that would cause such payment or distribution with
respect to the Securities to violate this Article XIII. Only the Company or a
Representative may give the notice.

Nothing in this Article XIII shall impair the claims of, or payments to,
the Trustee under or pursuant to Section 7.07 hereof.

The Trustee in its individual or any other capacity may hold Senior Debt
with the same rights it would have if it were not Trustee. Any Agent may do the
same with like rights.

Section 13.12   Authorization to Effect Subordination.

Each holder of a Security by the holder's acceptance thereof authorizes
and directs the Trustee on the holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article XIII, and appoints the Trustee to act as the holder's attorney-in-fact
for any and all such purposes. If the Trustee does not file a proper proof of
claim or proof of debt in the form required in any proceeding referred to in
Section 6.09 hereof at least 30 days before the expiration of the time to file
such claim, the holders of any Senior Debt or their Representatives are hereby
authorized to file an appropriate claim for and on behalf of the holders of the
Securities.

Section 13.13   Article Applicable to Paying Agents.

In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term "Trustee"
as used in this Article XIII shall in such case (unless the context otherwise
requires) be construed as extending to and including such Paying Agent within
its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article XIII in addition to or in place of the Trustee; provided,
however, that the second and third paragraphs of Section 13.11 shall not apply
to the Company or any Subsidiary of the Company if it or such Subsidiary acts as
Paying Agent.

Section 13.14   Senior Debt Entitled to Rely.

The holders of Senior Debt shall have the right to rely upon this Article
XIII, and no amendment or modification of the provisions contained herein shall
diminish the rights of such holders unless such holders shall have agreed in
writing thereto.

Section 13.15   Permitted Payments.

Notwithstanding anything to the contrary in this Article XIII, the holders
of Securities may receive and retain at any time on or prior to the Maturity
Date (i) securities that are subordinated to at least the same extent as the
Securities to (a) Senior Debt and (b) any securities issued in exchange for
Senior Debt and (ii) payments and other distributions made from any trust
created pursuant to Section 14.01 hereof.

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Section 13.16   Certain Conversions Deemed Payment.

For the purposes of this Article XIII only, (1) the issuance and delivery
of junior securities upon conversion of Securities in accordance with Article
XII shall not be deemed to constitute a payment or distribution on account of
the principal of (or premium, if any) or interest on Securities or on account of
the purchase or other acquisition of Securities, and (2) the payment, issuance
or delivery of cash (except in satisfaction of fractional shares pursuant to
Section 12.03), property or securities (other than junior securities) upon
conversion of a Security shall be deemed to constitute payment on account of the
principal of such Security. For the purposes of this Section 13.16, the term
"junior securities" means (a) shares of any stock of any class of the Company,
or (b) securities of the Company which are subordinated in right of payment to
all Senior Debt which may be outstanding at the time of issuance or delivery of
such securities to substantially the same extent as, or to a greater extent
than, the Securities are so subordinated as provided in this Article. Nothing
contained in this Article XIII or elsewhere in this Indenture or in the
Securities is intended to or shall impair, as among the Company, its creditors
other than holders of Senior Debt and the Holders of Securities, the right,
which is absolute and unconditional, of the Holder of any Security to convert
such Security in accordance with Article XII.

ARTICLE 14
SATISFACTION AND DISCHARGE OF INDENTURE

Section 14.01   Discharge of Indenture.

When (a) the Company delivers to the Trustee for cancellation all
Securities theretofore authenticated (other than any other Securities which have
been destroyed, lost or stolen and in lieu of or in substitution for which other
Securities have been authenticated and delivered) and not theretofore canceled,
or (b) all the Securities not theretofore canceled or delivered to the Trustee
for cancellation have become due and payable, or are by their terms will become
due and payable at their Stated Maturity within one year or are to be called for
redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption, and the Company deposits with the Trustee,
in trust, amounts sufficient to pay at Stated Maturity or upon the Redemption
Date of all of the Securities (other than any Securities which have been
mutilated, destroyed, lost or stolen and in lieu of or in substitution for which
other Securities have been authenticated and delivered) not theretofore canceled
or delivered to the Trustee for cancellation, including principal and premium,
if any, and interest due or to become due to such date of Stated Maturity or
Redemption Date, as the case may be, and if in either case the Company also
pays, or causes to be paid, all other sums payable hereunder by the Company,
then this Indenture shall cease to be of further effect (except as to (i) rights
of registration of transfer, substitution, replacement and exchange and
conversion of Securities, (ii) rights hereunder of holders of Securities to
receive payments of principal of and premium, if any, and interest on, the
Securities, (iii) the obligations under Sections 2.04 and 14.05 hereof and (iv)
the rights, obligations and immunities of the Trustee hereunder), and the
Trustee, on demand of the Company accompanied by an Officers' Certificate

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and an Opinion of Counsel as required by Section 9.04 and at the Company's cost
and expense, shall execute proper instruments acknowledging satisfaction of and
discharging this Indenture; the Company, however, hereby agrees to reimburse the
Trustee for any costs or expenses thereafter reasonably and properly incurred by
the Trustee and to compensate the Trustee for any services thereafter reasonably
and properly rendered by the Trustee in connection with this Indenture or the
Securities.

Section 14.02   Deposited Monies to be Held in Trust by Trustee.

Subject to Section 14.04, all monies deposited with the Trustee pursuant
to Section 14.01 shall be held in trust and applied by it to the payment,
notwithstanding the provisions of Article XI, either directly or through the
Paying Agent, to the holders of the particular Securities for the payment or
redemption of which such monies have been deposited with the Trustee, of all
sums due and to become due thereon for principal and interest, and premium, if
any.

Section 14.03   Paying Agent to Repay Monies Held.

Upon the satisfaction and discharge of this Indenture, all monies then
held by any Paying Agent (other than the Trustee) shall, upon the Company's
demand, be repaid to it or paid to the Trustee, and thereupon such Paying Agent
shall be released from all further liability with respect to such monies.

Section 14.04   Return of Unclaimed Monies.

Subject to the requirements of applicable law, any monies deposited with
or paid to the Trustee for payment of the principal of, premium, if any, or
interest on Securities and not applied but remaining unclaimed by the holders
thereof for two years after the date upon which the principal of, premium, if
any, or interest on such Securities, as the case may be, have become due and
payable, shall be repaid to the Company by the Trustee on demand; provided,
however, that the Company, or the Trustee at the request of the Company, shall
have first caused notice of such payment to the Company to be mailed to each
holder of a Security entitled thereto no less than 30 days prior to such payment
and all liability of the Trustee shall thereupon cease with respect to such
monies; and the holder of any of the Securities shall thereafter look only to
the Company for any payment which such holder may be entitled to collect unless
an applicable abandoned property law designates another Person.

Section 14.05   Reinstatement.

If the Trustee or the Paying Agent is unable to apply any money in
accordance with Section 14.02 by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company's obligations under this Indenture and the Securities
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 14.01 until such time as the Trustee or the Paying Agent is permitted to
apply all such money in accordance with Section 14.02; provided, however, that
if the Company makes any payment of interest on or principal of any Security
following the reinstatement of its obligations, the

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Company shall be subrogated to the rights of the holders thereof to receive such
payment from the money held by the Trustee or Paying Agent.

[Signatures on following page]

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IN WITNESS WHEREOF, the parties have caused this Indenture to be duly
executed and attested, all as of the date first above written, signifying their
agreement contained in this Indenture.

AMKOR TECHNOLOGY, INC.

By: __________________________________
Name:
Title:

STATE STREET BANK AND TRUST COMPANY

By: __________________________________
Name:
Title:

EXHIBIT A

[FACE OF SECURITY]

[GLOBAL SECURITIES LEGEND]

The following legend shall appear on the face of each Global Security.

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

A-1

[INSERT ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE AND THE REGULATIONS
THEREUNDER.]

AMKOR TECHNOLOGY, INC.

________________________________________________________________________________

NO.  __________                                                     $ __________

CUSIP:  ____________

Amkor Technology, Inc., a corporation duly organized and existing under
the laws of Delaware (herein called the "Company," which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to ____________, or registered assigns, the
principal sum of _____________ Dollars on _____________________________ [IF THE
SECURITY IS TO BEAR INTEREST PRIOR TO MATURITY, INSERT --, and to pay interest
thereon from __________ or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually on ___________ and
__________ in each year, commencing _________, at the rate of ___% per annum,
until the principal hereof is paid or made available for payment [IF APPLICABLE,
INSERT --, provided that any principal and premium, and any such installment of
interest, which is overdue shall bear interest at the rate of ___% per annum (to
the extent that the payment of such interest shall be legally enforceable), from
the dates such amounts are due until they are paid or made available for
payment, and such interest shall be payable on demand]. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the ______ or
______ (whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly provided
for will forthwith cease to be payable to the Holder on such Regular Record Date
and may either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture].

[IF THE SECURITY IS NOT TO BEAR INTEREST PRIOR TO MATURITY, INSERT -- The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal and any overdue premium shall
bear interest at the rate of ___% per annum (to the extent that the payment of
such interest shall be legally enforceable), from the dates such amounts are due
until they are paid or

A-2

made available for payment. Interest on any overdue principal or premium shall
be payable on demand. [Any such interest on overdue principal or premium which
is not paid on demand shall bear interest at the rate of ___% per annum (to the
extent that the payment of such interest on interest shall be legally
enforceable), from the date of such demand until the amount so demanded is paid
or made available for payment. Interest on any overdue interest shall be payable
on demand.]]

Payment of the principal of (and premium, if any) and [IF APPLICABLE,
INSERT -- any such] interest on this Security will be made at the office or
agency of the Company maintained for that purpose in _______, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts [IF APPLICABLE, INSERT --;
provided, however, that at the option of the Company payment of interest may be
made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register].

Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

Dated: _______________________________    AMKOR TECHNOLOGY, INC.

By: __________________________________
Title: _______________________________

ATTEST:

______________________________________
This is one of the Securities described
in the within mentioned Indenture:

STATE STREET BANK AND TRUST COMPANY,
as Trustee

By: __________________________________
Authorized Signatory

A-3

FORM OF REVERSE OF SECURITY

This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of __________ (herein called the
"Indenture," which term shall have the meaning assigned to it in such
instrument), between the Company and ______________________, as Trustee (herein
called the "Trustee," which term includes any successor trustee under the
Indenture), and reference is hereby made to the Indenture and all indentures
supplemental thereto for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof [IF APPLICABLE, INSERT --, limited in aggregate
principal amount to $________].

[IF APPLICABLE, INSERT -- The Securities of this series are subject to
redemption upon not less than [IF APPLICABLE, INSERT -- 30] days' notice by
mail, [IF APPLICABLE, INSERT-- (1) on __________ in any year commencing with the
year ________ and ending with the year ________ through operation of the sinking
fund for this series at a Redemption Price equal to 100% of the principal
amount, and (2)] at any time [IF APPLICABLE, INSERT-- on or after __________,
20__], as a whole or in part, at the election of the Company, at the following
Redemption Prices (expressed as percentages of the principal amount): If
redeemed [IF APPLICABLE, INSERT -- on or before __________, ___%, and if
redeemed] during the 12-month period beginning ____________ of the years
indicated,

YEAR           REDEMPTION PRICE             YEAR             REDEMPTION PRICE
----           ----------------             ----             ----------------

and thereafter at a Redemption Price equal to ___% of the principal amount,
together in the case of any such redemption [IF APPLICABLE, INSERT -- (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]

[IF APPLICABLE, INSERT -- The Securities of this series are subject to
redemption upon not less than [if applicable, insert 30] days' notice by mail,
(1) on __________ in any year commencing with the year _____ and ending with the
year _____ through operation of the sinking fund for this series at the
Redemption Prices for redemption through operation of the sinking fund
(expressed as percentages of the principal amount) set forth in the table below,
and (2) at any time [IF APPLICABLE, INSERT -- on or after __________], as a
whole or in part, at the election of the Company, at the Redemption Prices for
redemption otherwise than through operation of the sinking fund (expressed

A-4

as percentages of the principal amount) set forth in the table below: If
redeemed during the 12-month period beginning __________ of the years indicated,

REDEMPTION PRICE                     REDEMPTION PRICE
FOR REDEMPTION THROUGH               FOR REDEMPTION THROUGH
YEAR         OPERATION OF THE SINKING FUND        OPERATION OF THE SINKING FUND
----         -----------------------------        -----------------------------

and thereafter at a Redemption Price equal to ____% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

[IF APPLICABLE, INSERT -- Notwithstanding the foregoing, the Company may
not, prior to __________, redeem any Securities of this series as contemplated
by [IF APPLICABLE, INSERT -- Clause (2) of] the preceding paragraph as a part
of, or in anticipation of, any refunding operation by the application, directly
or indirectly, of moneys borrowed having an interest cost to the Company
(calculated in accordance with generally accepted financial practice) of less
than ___% per annum.]

[IF APPLICABLE, INSERT -- The sinking fund for this series provides for
the redemption on __________ in each year beginning with the year ______ and
ending with the year ______ of [IF APPLICABLE, INSERT -- not less than $_______
("mandatory sinking fund") and not more than] $_______ aggregate principal
amount of Securities of this series. Securities of this series acquired or
redeemed by the Company otherwise than through [IF APPLICABLE, INSERT --
mandatory] sinking fund payments may be credited against subsequent [IF
APPLICABLE, INSERT -- mandatory] sinking fund payments otherwise required to be
made [IF APPLICABLE, INSERT --, in the inverse order in which they become due].]

[IF THE SECURITY IS SUBJECT TO REDEMPTION OF ANY KIND, INSERT -- In the
event of redemption of this Security in part only, a new Security or Securities
of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.]

[IF APPLICABLE, INSERT -- The Indenture contains provisions for defeasance
at any time of [the entire indebtedness of this Security] [or] [certain
restrictive covenants and Events of Default with respect to this Security] [, in
each case] upon compliance with certain conditions set forth in the Indenture.]

[IF THE SECURITY IS CONVERTIBLE INTO COMMON STOCK OF THE COMPANY, INSERT
-- Subject to the provisions of the Indenture, the Holder of this Security is
entitled, at its option, at any time on or before [insert date] (except that, in
case this Security or any portion hereof shall be called for

A-5

redemption, such right shall terminate with respect to this Security or portion
hereof, as the case may be, so called for redemption at the close of business on
the first Business Day next preceding the date fixed for redemption as provided
in the Indenture unless the Company defaults in making the payment due upon
redemption), to convert the principal amount of this Security (or any portion
hereof which is $1,000 or an integral multiple thereof), into fully paid and
non-assessable shares (calculated as to each conversion to the nearest 1/100th
of a share) of the Common Stock of the Company, as said shares shall be
constituted at the date of conversion, at the conversion price of $______
principal amount of Securities for each share of Common Stock, or at the
adjusted conversion price in effect at the date of conversion determined as
provided in the Indenture, upon surrender of this Security, together with the
conversion notice hereon duly executed, to the Company at the designated office
or agency of the Company in __________, accompanied (if so required by the
Company) by instruments of transfer, in form satisfactory to the Company and to
the Trustee, duly executed by the Holder or by its duly authorized attorney in
writing. Such surrender shall, if made during any period beginning at the close
of business on a Regular Record Date and ending at the opening of business on
the Interest Payment Date next following such Regular Record Date (unless this
Security or the portion being converted shall have been called for redemption on
a Redemption Date during the period beginning at the close of business on a
Regular Record Date and ending at the opening of business on the first Business
Day after the next succeeding Interest Payment Date, or if such Interest Payment
Date is not a Business Day, the second such Business Day), also be accompanied
by payment in funds acceptable to the Company of an amount equal to the interest
payable on such Interest Payment Date on the principal amount of this Security
then being converted. Subject to the aforesaid requirement for payment and, in
the case of a conversion after the Regular Record Date next preceding any
Interest Payment Date and on or before such Interest Payment Date, to the right
of the Holder of this Security (or any Predecessor Security) of record at such
Regular Record Date to receive an installment of interest (with certain
exceptions provided in the Indenture), no adjustment is to be made on conversion
for interest accrued hereon or for dividends on shares of Common Stock issued on
conversion. The Company is not required to issue fractional shares upon any such
conversion, but shall make adjustment therefor in cash on the basis of the
current market value of such fractional interest as provided in the Indenture.
The conversion price is subject to adjustment as provided in the Indenture. In
addition, the Indenture provides that in case of certain consolidations or
mergers to which the Company is a party or the sale of substantially all of the
assets of the Company, the Indenture shall be amended, without the consent of
any Holders of Securities, so that this Security, if then outstanding, will be
convertible thereafter, during the period this Security shall be convertible as
specified above, only into the kind and amount of securities, cash and other
property receivable upon the consolidation, merger or sale by a holder of the
number of shares of Common Stock into which this Security might have been
converted immediately prior to such consolidation, merger or sale (assuming such
holder of Common Stock failed to exercise any rights of election and received
per share the kind and amount received per share by a plurality of non-electing
shares). In the event of conversion of this Security in part only, a new
Security or Securities for the unconverted portion hereof shall be issued in the
name of the Holder hereof upon the cancellation hereof.]

[IF THE SECURITY IS CONVERTIBLE INTO OTHER SECURITIES OF THE COMPANY,
SPECIFY THE CONVERSION FEATURES.]

A-6

[IF THE SECURITY IS NOT AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT -- If
an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.]

[IF THE SECURITY IS AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT -- If an
Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to -- INSERT FORMULA FOR DETERMINING THE
AMOUNT. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal, premium and interest (in each
case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's obligations in respect of the payment of the
principal of and premium and interest, if any, on the Securities of this series
shall terminate.]

The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of more than 50% in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than a majority in principal
amount of the Securities of this series at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such Event
of Default as Trustee and offered the Trustee reasonable indemnity, and the
Trustee shall not have received from the Holders of a majority in principal
amount of Securities of this series at the time Outstanding a direction
inconsistent with such request, and shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed
herein.

No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and interest
on this Security at the times, place and rate, and in the coin or currency,
herein prescribed.

A-7

As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or its
attorney duly authorized in writing, and thereupon one or more new Securities of
this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

The Securities of this series are issuable only in registered form without
coupons in denominations of $______ and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

A-8

FORM OF CONVERSION NOTICE

Conversion notices shall be in substantially the following form:

To Amkor Technology, Inc.:

The undersigned owner of this Security hereby irrevocably exercises the
option to convert this Security, or portion hereof (which is $1,000 or an
integral multiple thereof) below designated, into shares of Common Stock of the
Company in accordance with the terms of the Indenture referred to in this
Security, and directs that the shares issuable and deliverable upon the
conversion, together with any check in payment for fractional shares and any
Securities representing any unconverted principal amount hereof, be issued and
delivered to the registered holder hereof unless a different name has been
indicated below. If this Notice is being delivered on a date after the close of
business on a Regular Record Date and prior to the opening of business on the
related Interest Payment Date (unless this Security or the portion thereof being
converted has been called for redemption on a Redemption Date during the period
beginning at the close of business on a Regular Record Date and ending at the
opening of business on the first Business Day after the next succeeding Interest
Payment Date, or if such Interest Payment Date is not a Business Day, the second
such Business Day), this Notice is accompanied by payment, in funds acceptable
to the Company, of an amount equal to the interest payable on such Interest
Payment Date of the principal of this Security to be converted. If shares are to
be issued in the name of a person other than the undersigned, the undersigned
will pay all transfer taxes payable with respect hereto. Any amount required to
be paid by the undersigned on account of interest accompanies this Security.

Principal Amount to be Converted
(in an integral multiple of $1,000, if less than all)

U.S. $_________

Dated: ___________________

Signature(s) must be guaranteed by an
eligible guarantor institution
(banks, stock brokers, savings and
loan associations and credit unions
with membership in an approved
signature guarantee medallion
program) pursuant to Securities and
Exchange Commission Rule 17Ad-15.

_____________________________________
Signature Guaranty

A-9

Fill in for registration of shares of Common Stock and Security if to be
issued otherwise than to the registered Holder.

______________________________________    ______________________________________
(Name)                                    Social Security or Other Taxpayer
Identification Number

______________________________________
(Address)

______________________________________
Please print Name and Address
(including zip code number)

[The above conversion notice is to be modified, as appropriate, for conversion
into other securities or property of the Company.]

A-10

EXHIBIT 4.3

--------------------------------------------------------------------------------

AMKOR TECHNOLOGY, INC.

AND

STATE STREET BANK AND TRUST COMPANY,

AS TRUSTEE

--------------------------

INDENTURE

Dated as of ___________, 200_

-----------------------------

SUBORDINATED DEBT SECURITIES

--------------------------------------------------------------------------------

TABLE OF CONTENTS

PAGE
----

ARTICLE I DEFINITIONS.......................................................................     1

Section 1.01.  Definitions...........................................................     1
Section 1.02.  Other Definitions.....................................................     8
Section 1.03.  Incorporation by Reference of Trust Indenture Act.....................     8
Section 1.04.  Rules of Construction.................................................     9

ARTICLE II THE SECURITIES...................................................................     9

SECTION 2.01.  Forms Generally.......................................................     9
SECTION 2.02.  Amount Unlimited; Issuable in Series..................................    10
SECTION 2.03.  Execution and Authentication..........................................    13
SECTION 2.04.  The Trustee Registrar, Paying Agent and Conversion Agent..............    14
SECTION 2.05.  Paying Agent To Hold Money in Trust...................................    14
SECTION 2.06.  Holder Lists..........................................................    15
SECTION 2.07.  Transfer and Exchange.................................................    15
SECTION 2.08.  Replacement Securities................................................    16
SECTION 2.09.  Outstanding Securities................................................    17
SECTION 2.10.  When Treasury Securities Disregarded..................................    18
SECTION 2.11.  Temporary Securities..................................................    18
SECTION 2.12.  Cancellation..........................................................    19
SECTION 2.13.  Defaulted Interest....................................................    19
SECTION 2.14.  CUSIP Number..........................................................    19

ARTICLE III REDEMPTION......................................................................    19

SECTION 3.01.  Applicability of Article..............................................    19
SECTION 3.02.  Notices to Trustee....................................................    20
SECTION 3.03.  Selection of Securities To Be Redeemed................................    20
SECTION 3.04.  Notice of Redemption..................................................    20
SECTION 3.05.  Deposit of Redemption

Price...........................................    22
SECTION 3.06.  Securities Redeemed in Part...........................................    22
SECTION 3.07.  Conversion Arrangement on Call for Redemption.........................    22

ARTICLE IV COVENANTS........................................................................    23

SECTION 4.01.  Payment of Securities.................................................    23
SECTION 4.02.  Compliance Certificate................................................    23
SECTION 4.03.  Maintenance of Office or Agency.......................................    23
SECTION 4.04.  Money for Securities Payments to be Held in Trust.....................    24
SECTION 4.05.  Continued Existence...................................................    25
SECTION 4.06.  Appointments to Fill Vacancies in Trustee's Office....................    25
SECTION 4.07.  Stay, Extension and Usury Laws........................................    25

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TABLE OF CONTENTS
(Continued)

PAGE
----

SECTION 4.08.  Taxes.................................................................    25
SECTION 4.09.  Reports by Company....................................................    25
SECTION 4.10.  Waiver of Certain Covenants...........................................    25

ARTICLE V SUCCESSORS........................................................................    26

SECTION 5.01.  When the Company May Merge, Etc.......................................    26
SECTION 5.02.  Successor Corporation Substituted.....................................    27

ARTICLE VI DEFAULTS AND REMEDIES............................................................    27

SECTION 6.01.  Events of Default.....................................................    27
SECTION 6.02.  Acceleration..........................................................    29
SECTION 6.03.  Other Remedies........................................................    29
SECTION 6.04.  Waiver of Past Defaults...............................................    29
SECTION 6.05.  Control by Majority...................................................    30
SECTION 6.06.  Limitation on Suits...................................................    30
SECTION 6.07.  Rights of Holders To Receive Payment..................................    30
SECTION 6.08.  Collection Suit by Trustee............................................    31
SECTION 6.09.  Trustee May File Proofs of Claim......................................    31
SECTION 6.10.  Priorities............................................................    31
SECTION 6.11.  Undertaking for Costs.................................................    31

ARTICLE VII THE TRUSTEE.....................................................................    32

SECTION 7.01.  Duties of the Trustee.................................................    32
SECTION 7.02.  Rights of the Trustee.................................................    33
SECTION 7.03.  Individual Rights of the Trustee......................................    34
SECTION 7.04.  Trustee's Disclaimer..................................................    34
SECTION 7.05.  Notice of Defaults....................................................    34
SECTION 7.06.  Reports by the Trustee to Holders.....................................    35
SECTION 7.07.  Compensation and Indemnity............................................    35
SECTION 7.08.  Replacement of the Trustee............................................    36
SECTION 7.09.  Successor Trustee by Merger, etc......................................    37
SECTION 7.10.  Eligibility, Disqualification.........................................    37
SECTION 7.11.  Preferential Collection of Claims Against Company.....................    37

ARTICLE VIII SATISFACTION AND DISCHARGE OF INDENTURE........................................    37

SECTION 8.01.  Discharge of Indenture................................................    37
SECTION 8.02.  Deposited Monies to be Held in Trust by Trustee.......................    38
SECTION 8.03.  Paying Agent to Repay Monies Held.....................................    38
SECTION 8.04.  Return of Unclaimed Monies............................................    38
SECTION 8.05.  Reinstatement.........................................................    39

ARTICLE IX AMENDMENTS AND SUPPLEMENTAL INDENTURES...........................................    39

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PAGE
----

SECTION 9.01.  Without the Consent of Holders........................................    39
SECTION 9.02.  With the Consent of Holders...........................................    40
SECTION 9.03.  Compliance with the Trust Indenture Act...............................    41
SECTION 9.04.  Revocation and Effect of Consents.....................................    41
SECTION 9.05.  Notation on or Exchange of Securities.................................    42
SECTION 9.06.  Effect of Supplemental Indentures.....................................    42
SECTION 9.07.  Trustee Protected.....................................................    42
SECTION 9.08.  Subordination Unimpaired..............................................    43

ARTICLE X GENERAL PROVISIONS................................................................    43

SECTION 10.01. Trust Indenture Act Controls..........................................    43
SECTION 10.02. Notices...............................................................    43
SECTION 10.03. Communication by Holders With Other Holders...........................    44
SECTION 10.04. Certificate and Opinion as to Conditions Precedent....................    44
SECTION 10.05. Statements Required in Certificate or Opinion.........................    44
SECTION 10.06. Rules by Trustee and Agents...........................................    45
SECTION 10.07. Legal Holidays........................................................    45
SECTION 10.08. No Recourse Against Others............................................    45
SECTION 10.09. Counterparts..........................................................    45
SECTION 10.10. Other Provisions......................................................    45
SECTION 10.11. Governing Law.........................................................    46
SECTION 10.12. No Adverse Interpretation of Other Agreements.........................    46
SECTION 10.13. Successors............................................................    46
SECTION 10.14. Severability..........................................................    46
SECTION 10.15. Table of Contents, Headings, Etc......................................    46

ARTICLE XI SUBORDINATION....................................................................    46

SECTION 11.01. Agreement to Subordinate..............................................    46
SECTION 11.02. Liquidation; Dissolution; Bankruptcy..................................    47
SECTION 11.03. Default on Senior Debt and/or Designated Senior Debt..................    47
SECTION 11.04. Acceleration of Securities............................................    48
SECTION 11.05. When Distribution Must Be Paid Over...................................    48
SECTION 11.06. Notice by Company.....................................................    49
SECTION 11.07. Subrogation...........................................................    49
SECTION 11.08. Relative Rights.......................................................    49
SECTION 11.09. Subordination May Not Be Impaired by Company..........................    49
SECTION 11.10. Distribution or Notice to Representative..............................    49
SECTION 11.11. Rights of Trustee and Paying Agent....................................    50
SECTION 11.12. Authorization to Effect Subordination.................................    50
SECTION 11.13. Article Applicable to Paying Agents...................................    50
SECTION 11.14. Senior Debt Entitled to Rely..........................................    50

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PAGE
----

SECTION 11.15. Permitted Payments....................................................    51
[SECTION 11.16. Certain Conversions Deemed Payment...................................    51

ARTICLE XII CONVERSION OF SECURITIES.........................................................    51

SECTION 12.01. Applicability of Article..............................................    51
SECTION 12.02. Exercise of Conversion Privilege......................................    51
SECTION 12.03. Cash Payments in Lieu of Fractional Shares............................    52
SECTION 12.04. Taxes on Shares Issued................................................    53
SECTION 12.05. Adjustment of Conversion Price........................................    53
SECTION 12.06. Effect of Reclassification, Consolidation, Merger or Sale.............    61
SECTION 12.07. Reservation of Shares; Shares to Be Fully Paid; Listing of Common
Stock ................................................................    62
SECTION 12.08. Responsibility of Trustee.............................................    63
SECTION 12.09. Notice to Holders Prior to Certain Actions............................    63

ARTICLE XIII SINKING FUNDS...................................................................    64

SECTION 13.01. Applicability of Article..............................................    64
SECTION 13.02. Satisfaction of Sinking Fund Payments with Securities.................    64
SECTION 13.03. Redemption of Securities for Sinking Fund.............................    65

ARTICLE XIV DEFEASANCE OF COVENANT DEFEASANCE................................................    65

SECTION 14.01. Company's Option to Effect Defeasance or Covenant Defeasance..........    65
SECTION 14.02. Defeasance and Discharge..............................................    65
SECTION 14.03. Covenant Defeasance...................................................    66
SECTION 14.04. Conditions to Defeasance or Covenant Defeasance.......................    66
SECTION 14.05. Deposited Money, U.S. Government Obligations and Foreign Government
Obligations to be Held in Trust; Miscellaneous Provisions.............    69
SECTION 14.06. Reinstatement.........................................................    69

-iv-

Amkor Technology, Inc.

Certain Sections of this Indenture relating to Sections 3.10 through
3.18, inclusive, of the Trust Indenture Act of 1939:

Section 3.10       (a)(1)........................................................        7.03, 7.10
(a)(2)........................................................        7.03, 7.10
(a)(3)........................................................    Not Applicable
(a)(4)........................................................    Not Applicable
(b)...........................................................  7.03, 7.06, 7.10
Section 3.11       (a)...........................................................           7.11
(b)...........................................................           7.11
Section 3.12       (a)...........................................................           2.06
(b)...........................................................          10.03
(c)...........................................................          10.03
Section 3.13       (a)...........................................................           7.06
(b)(2)........................................................           7.06
(c)...........................................................           7.06
(d)...........................................................           7.06
Section 3.14       (a)...........................................................           4.09
(a)(4)........................................................        1.01, 4.02
(b)...........................................................    Not Applicable
1.01, 10.04(1),
(c)(1)........................................................          10.05
1.01, 10.04(2)
(c)(2)........................................................          10.05
(c)(3)........................................................    Not Applicable
(d)...........................................................    Not Applicable
(e)...........................................................          10.05
Section 3.15       (a)...........................................................           7.01(b)
(b)...........................................................           7.05
(c)...........................................................           7.01(a)
(d)...........................................................           7.01(c)
(e)...........................................................           6.11
Section 3.16       (a)...........................................................        6.04, 6.05
(a)(1)(A).....................................................           6.05
(a)(1)(B).....................................................           6.04
(a)(2)........................................................    Not Applicable
(a)(2)........................................................    Not Applicable
(b)...........................................................           6.07
(c)...........................................................        1.01, 2.02
Section 3.17       (a)(1)........................................................           6.08

-v-

(a)(2)........................................................           6.09

(b)...........................................................           2.05
Section 3.18       (a)...........................................................          10.01
(b)...........................................................          10.01

NOTE: This reconciliation and tie shall not, for any purpose, be deemed
to be a part of the Indenture.

-vi-

THIS INDENTURE, dated as of _________, 200_, is between Amkor
Technology, Inc., a Delaware corporation (the "Company"), and State Street Bank
and Trust Company, a trust company duly organized and existing under laws of the
Commonwealth of Massachusetts (the "Trustee").

RECITALS OF THE COMPANY

The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (herein called the
"Securities"), to be issued in one or more series as provided in this Indenture.

All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities or of series
thereof appertaining, as follows:

ARTICLE I

DEFINITIONS

Section 1.01. Definitions. 

"Affiliate" means, when used with reference to any Person, any other
Person directly or indirectly controlling, controlled by, or under direct or
indirect common control of, the referent Person. For the purposes of this
definition, "control" when used with respect to any specified Person means the
power to direct or cause the direction of management or policies of the referent
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise. The terms "controlling" and "controlled"
have meanings correlative of the foregoing.

"Agent" means any Registrar, Paying Agent or co-registrar.

"Agent Member" means any member of, or participant in, the Depositary.

"Applicable Procedures" means, with respect to any transfer or
transaction involving a Global Security or beneficial interest therein, the
rules and procedures of the Depositary for such Global Security to the extent
applicable to such transaction and as in effect from time to time.

"Board of Directors" means (i) with respect to a corporation, the board
of directors of the corporation or any committee thereof duly authorized to act
on behalf of the board of directors, (ii) with respect to a partnership, the
general partner or the board of directors of the general partner, as applicable,
of the partnership and (iii) with respect to any other entity, the board or
committee of that entity serving a similar function.

"Capital Stock" of any Person means any and all shares, interests,
rights to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) equity of such Person, but excluding any debt
securities convertible into such equity.

"Commission" means the Securities and Exchange Commission.

"Common Stock" means any stock of any class of the Company which has no
preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the Company
and which is not subject to redemption by the Company. Subject to the provisions
of Section 12.06, however, shares issuable on conversion of Securities shall
include only shares of the class designated as Common Stock of the Company at
the Issue Date or shares of any class or classes resulting from any
reclassification or reclassifications thereof and which have no preference in
respect of dividends or of amounts payable in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Company and which are
not subject to redemption by the Company; provided that if at any time there
shall be more than one such resulting class, the shares of each such class then
so issuable shall be substantially in the proportion which the total number of
shares of such class resulting from all such reclassifications bears to the
total number of shares of all such classes resulting from all such
reclassifications.

"Company" means the party named as such above until a successor replaces
it in accordance with Article V and thereafter means the successor.

"Continuing Directors" means, as of any date of determination, any
member of the Board of Directors who (i) was a member of such Board of Directors
on the Issue Date or (ii) 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 at the time of such nomination or election.

"Corporate Trust Office" means the corporate trust office of the Trustee
at which at any particular time the trust created by this Indenture shall
principally be administered; as of the Issue Date, the Corporate Trust Office is
located at 2 Avenue de Lafayette, 6th Floor, Boston, MA 02111.

"Covenant Defeasance" has the meaning specified in Section 14.03.

"Credit Agreement" means the Amended and Restated Credit Agreement dated
as of March 30, 2001 (as amended, supplemented or otherwise modified from time
to time, this "Agreement") among the Company, the banks, financial institutions
and other institutional lenders listed on the signature pages thereof as the
Lenders, the banks listed on the signature pages thereof as the Issuing Banks,
Salomon Smith Barney Inc. ("SSBI"), as sole book manager, Citicorp USA, Inc., as
administrative agent for the lender parties and as collateral agent, Deutsche
Banc Alex. Brown Inc. ("DBAB"), as syndication agent, and SSBI and DBAB, as
arrangers, as such agreement may be amended, restated, modified, renewed,
refunded, replaced or refinanced, in whole or in part, from time to time.

"Default" means any event that is, or after notice or passage of time,
or both, would be, an Event of Default.

-2-

"Defeasance" has the meaning specified in Section 14.02.

"Depositary" means, with respect to any Global Securities, a clearing
agency that is registered as such under the Exchange Act and is designated by
the Company to act as Depositary for such Global Securities (or any successor
securities clearing agency so registered), which shall initially be DTC.

"Designated Senior Debt" means (i) any Senior Debt outstanding under the
Credit Agreement, (ii) Senior Debt outstanding under the Company's 9.25% Senior
Notes due May 1, 2006, the 9.25% Senior Notes due February 15, 2008 and its
10.50% Senior Subordinated Notes due May 1, 2009, as such notes or the related
indentures may be amended, restated, supplemented, modified, renewed, refunded,
replaced or refinanced, in whole or in part, from time to time, and (iii) any
particular Senior Debt if the instrument creating or evidencing the same or the
assumption or guarantee thereof (or related agreements or documents to which the
Company is a party) expressly provides that such Indebtedness shall be
"Designated Senior Debt" for purposes of the Indenture (provided that such
instrument, agreement or other document may place limitations and conditions on
the right of such Senior Debt to exercise the rights of Designated Senior Debt).

"DTC" means The Depository Trust Company, a New York corporation.

"euro" or "euros" means the currency adopted by those nations
participating in the third stage of the economic and monetary union provisions
of the Treaty on European Union, signed at Maastricht on February 7, 1992.

"European Economic Area" means the member nations of the European
Economic Area pursuant to the Oporto Agreement on the European Economic Area
dated May 2, 1992, as amended.

"European Union" means the member nations of the European Union
established by the Treaty of European Union, signed at Maastricht on February 2,
1992, which amended the Treaty of Rome establishing the European Community.

"Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.

"Existing Convertible Subordinated Notes" means all of the Company's
outstanding indebtedness under its 5 3/4% Convertible Subordinated Notes due
2006 and its 5% Convertible Subordinated Notes due 2007.

"Foreign Government Obligation" means with respect to Securities of any
series which are not denominated in the currency of the United States of America
(x) any security which is (i) a direct obligation of the government which issued
or caused to be issued the currency for the payment of which obligations its
full faith and credit is pledged or, with respect to Securities of any series
which are denominated in euros, a direct obligation of any member nation of the
European Union for the payment of which obligation the full faith and credit of
the respective nation is pledged so long as such nation has a credit rating at
least equal to that of the highest rated member nation of the 

-3-

European Economic Area, or (ii) an obligation of a Person controlled or
supervised by and acting as an agency or instrumentality of a government
specified in Clause (i) above the payment of which is unconditionally guaranteed
as a full faith and credit obligation by the such government, which, in either
case (i) or (ii), is not callable or redeemable at the option of the issuer
thereof, and (y) any depositary receipt issued by a bank (as defined in Section
3(a)(2) of the Securities Act) as custodian with respect to any Foreign
Government Obligation which is specified in Clause (x) above and held by such
bank for the account of the holder of such depositary receipt, or with respect
to any specific payment of principal of or interest on any Foreign Government
Obligation which is so specified and held, provided that (except as required by
law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depositary receipt from any amount received by the
custodian in respect of the Foreign Government Obligation or the specific
payment of principal or interest evidenced by such depositary receipt.

"GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as may be approved by a significant segment of the accounting
profession of the United States, which are in effect from time to time.

"Global Security" means a Security that is registered in the Register.

"Global Securities Legend" means the legend labeled as such and that is
set forth in Exhibit A hereto, which is incorporated in and expressly made a
part of this Indenture.

"Indebtedness" means, with respect to any Person, all obligations,
whether or not contingent, of such Person (i) (a) for borrowed money (including,
but not limited to, any indebtedness secured by a security interest, mortgage or
other lien on the assets of that Person that is (1) given to secure all or part
of the purchase price of property subject thereto, whether given to the vendor
of such property or to another, or (2) existing on property at the time of
acquisition thereof), (b) evidenced by a note, debenture, bond or other written
instrument, (c) under a lease required to be capitalized on the balance sheet of
the lessee under GAAP or under any lease or related document (including a
purchase agreement) that provides that such Person is contractually obligated to
purchase or cause a third party to purchase and thereby guarantee a minimum
residual value of the lease property to the lessor and the obligations of the
Company under such lease or related document to purchase or to cause a third
party to purchase such leased property, (d) in respect of letters of credit,
bank guarantees or bankers' acceptances (including reimbursement obligations
with respect to any of the foregoing), (e) with respect to Indebtedness secured
by a mortgage, pledge, lien, encumbrance, charge or adverse claim affecting
title or resulting in an encumbrance to which the property or assets of such
Person are subject, whether or not the obligation secured thereby shall have
been assumed by or shall otherwise be such Person's legal liability, (f) in
respect of the balance of deferred and unpaid purchase price of any property or
assets, (g) under interest rate or currency swap agreements, cap, floor and
collar agreements, spot and forward contracts and similar agreements and
arrangements; (ii) with respect to any obligation of others of the type
described in the preceding clause (i) or under clause (iii) below assumed by or
guaranteed in any manner by such Person through an agreement to

-4-

purchase (including, without limitation, "take or pay" and similar
arrangements), contingent or otherwise (and the obligations of such Person under
any such assumptions, guarantees or other such arrangements); and (iii) any and
all deferrals, renewals, extensions, refinancings and refundings of, or
amendments, modifications or supplements to, any of the foregoing.

"Indenture" means this instrument as originally executed and as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively. The term "Indenture" shall also include the terms of particular
series of Securities established as contemplated by Section 2.02; provided,
however, that if at any time more than one Person is acting as Trustee under
this Indenture due to the appointment of one or more separate Trustees for any
one or more separate series of Securities, "Indenture" shall mean, with respect
to such series of Securities for which any such Person is Trustee, this
instrument as originally executed or as it may from time to time be supplemented
or amended by one or more indentures supplemental hereto entered into pursuant
to the applicable provisions hereof and shall include the terms of particular
series of Securities for which such Person is Trustee established as
contemplated by Section 2.02, exclusive, however, of any provisions or terms
which relate solely to other series of Securities for which such Person is not
Trustee, regardless of when such terms or provisions were adopted, and exclusive
of any provisions or terms adopted by means of one or more indentures
supplemental hereto executed and delivered after such Person had become such
Trustee, but to which such person, as such Trustee, was not a party; provided,
further that in the event that this Indenture is supplemented or amended by one
or more indentures supplemental hereto which are only applicable to certain
series of Securities, the term "Indenture" for a particular series of Securities
shall only include the supplemental indentures applicable thereto.

"interest," when used with respect to an Original Issue Discount
Security, which by its terms bears interest only after Maturity, means interest
payable after Maturity.

"Interest Payment Date," when used with respect to any Security, means
the Stated Maturity of an installment of interest on such Security.

"Material Subsidiary" means any Subsidiary of the Company which at the
date of determination is a "significant Subsidiary" as defined in Rule 1-02(w)
of Regulation S-X under the Securities Act and the Exchange Act.

"Maturity," when used with respect to any Security, means the date on
which the principal of such Security or an installment of principal becomes due
and payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, repurchase at the option of the holder of such
Security or otherwise.

"Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

-5-

"Officer" means the Chairman of the Board, the Chief Executive Officer,
the President, the Chief Financial Officer, the Chief Accounting Officer, any
Executive Vice President, Senior Vice President or Vice President (whether or
not designated by a number or numbers or word or words before or after the title
"Vice President"), the Treasurer, any other executive officer, the Secretary and
any Assistant Treasurer or any Assistant Secretary of the Company.

"Officers' Certificate" means a certificate signed by the principal
executive officer, principal financial officer or principal accounting officer
of the Company.

"Opinion of Counsel" means a written opinion from legal counsel who may
be an employee of or counsel to the Company or the Trustee except to the extent
otherwise indicated in this Indenture.

"Original Issue Discount Security" means any Security that provides for
an amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 6.02.

"Person" means any individual, corporation, partnership, joint venture,
trust, estate, unincorporated organization, limited liability company or
government or any agency or political subdivision thereof.

"Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidence by such
particular Security, and, for the purposes of this definition, any Security
authenticated and delivered under Section 2.08 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

"Redemption Date" when used with respect to any of the Securities to be
redeemed, means the date fixed by the Company for such redemption pursuant to
Article III of this Indenture and the Securities.

"Redemption Price" when used with respect to any of the Securities to be
redeemed, means the price fixed for such redemption pursuant to Article III of
this Indenture and the Securities.

"Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 2.02.

"Representative" means (a) the indenture trustee or other trustee, agent
or representative for any Senior Debt or (b) with respect to any Senior Debt
that does not have any such trustee, agent or other representative, (i) in the
case of such Senior Debt issued pursuant to an agreement providing for voting
arrangements as among the holders or owners of such Senior Debt, any holder or
owner of such Senior Debt acting with the consent of the required Persons
necessary to bind such holders or owners of such Senior Debt and (ii) in the
case of all other such Senior Debt, the holder or owner of such Senior Debt.

-6-

"Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.

"Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.

"Senior Debt" means the principal of, premium, if any, and interest on,
rent under, and any other amounts payable on or in respect of any Indebtedness
of the Company (including, without limitation, any Obligations in respect of
such Indebtedness and, in the case of Designated Senior Debt, any interest
accruing after the filing of a petition by or against the Company under any
bankruptcy law, whether or not allowed as a claim after such filing in any
proceeding under such bankruptcy law), whether outstanding on the Issue Date or
thereafter created, incurred, assumed, guaranteed or in effect guaranteed by the
Company (including all deferrals, renewals, extensions or refundings of, or
amendments, modifications or supplements to the foregoing); provided, however,
that Senior Debt does not include (u) Indebtedness evidenced by the Securities,
(v) the Existing Convertible Subordinated Notes, (w) any liability for federal,
state, local or other taxes owed or owing by the Company, (x) Indebtedness of
the Company to any Subsidiary of the Company except to the extent such
Indebtedness is of a type described in clause (ii) of the definition of
Indebtedness, (y) trade payables of the Company for goods, services or materials
purchased in the ordinary course of business (other than, to the extent they may
otherwise constitute trade payables, any obligations of the type described in
clause (ii) of the definition of Indebtedness), and (z) any particular
Indebtedness in which the instrument creating or evidencing the same expressly
provides that such Indebtedness shall not be senior in right of payment to, or
is pari passu with, or is subordinated or junior to, the Securities.

"Stated Maturity," when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security as the fixed date on which the principal of such Security or
such installment of principal or interest is due and payable.

"Subsidiary" means, with respect to any Person, (i) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by such
Person or one or more of the other subsidiaries of that Person (or a combination
thereof) and (ii) any partnership (a) the sole general partner or managing
general partner of which is such Person or a Subsidiary of such Person or (b)
the only general partners of which are such Person or of one or more
Subsidiaries of such Person (or any combination thereof).

"TIA" means the Trust Indenture Act of 1939 (15 U.S. Code Sections
77aaa-77bbbb) as in effect on the Issue Date, except as provided in Sections
9.03 and 12.06.

"Trustee" means the party named as such above until a successor replaces
it in accordance with the applicable provisions of this Indenture and thereafter
means the successor.

"Trust Officer" means an officer in the Corporate Trust Office of the
Trustee.

-7-

"U.S. Government Obligations" means direct obligation of the United
States of America for the payment of which the full faith and credit of the
United States of America is pledged. In order to have money available on a
payment date to pay principal or interest on the Securities, the U.S. Government
Obligations shall be payable as to principal or interest on or before such
payment date in such amounts as will provide the necessary money. U.S.
Government Obligations shall not be callable at the issuer's option.

Section 1.02. Other Definitions. 

DEFINED IN SECTION
------------------

"Bankruptcy Law".......................................     SECTION 6.01
"Business Day".........................................     SECTION 10.07
"Current Market Price".................................     SECTION 12.05
"Closing Price"........................................     SECTION 2.04
"Conversion Agent".....................................     SECTION 6.01
"Custodian"............................................     SECTION 2.01
"Distributions"........................................     SECTION 12.05
"Event of Default".....................................     SECTION 12.05
"Expiration Time"......................................     SECTION 12.05
"fair market value"....................................     SECTION 2.01
"Global Security"......................................     SECTION 10.07
"Legal Holiday"........................................     SECTION 12.05
"non-electing share"...................................     SECTION 2.04
"Paying Agent".........................................     SECTION 2.04
"Payment Blockage Notice"..............................     SECTION 11.03
"Purchased Shares".....................................     SECTION 12.05
"Record Date"..........................................     SECTION 12.05
"Register".............................................     SECTION 2.04
"Registrar"............................................     SECTION 2.04
"trading day"..........................................     SECTION 12.05
"Trigger Event"........................................     SECTION 12.05

Section 1.03. Incorporation by Reference of Trust Indenture Act.
Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

"Commission" means the Commission;

"indenture securities" means the Securities;

"indenture security holder" means a holder of a Security;

"indenture to be qualified" means this Indenture;

"indenture trustee" or "institutional trustee" means the Trustee; and

-8-

"obligor" on the Securities means the Company or any other obligor on
the Securities.

All other terms in this Indenture that are defined by the TIA, defined
by TIA reference to another statute or defined by Commission rule under the TIA
have the meanings so assigned to them.

Section 1.04. Rules of Construction. Unless the context otherwise
requires:

(1) a term has the meaning assigned to it;

(2) an accounting term not otherwise defined has the
meaning assigned to it in accordance with GAAP;

(3) "or" is not exclusive;

(4) words in the singular include the plural, and in the
plural include the singular; and

(5) the male, female and neuter genders include one
another.

The terms and provisions contained in the Securities shall constitute,
and are hereby expressly made, a part of this Indenture and the Company and the
Trustee, by their execution and delivery of this Indenture, expressly agree to
such terms and provisions and to be bound thereby. However, to the extent any
provision of any Security conflicts with the express provisions of this
Indenture, the provisions of this Indenture shall govern and be controlling.

ARTICLE II

THE SECURITIES

SECTION 2.01. Forms Generally. The Securities of each series shall be in
substantially the form set forth in Exhibit A, or in such other form as shall be
established by or pursuant to a Board Resolution or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange or Depositary therefore or as may,
consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution thereof. If the form of Securities of any series
is established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 2.03 for the
authentication and delivery of such Securities. Any such Board Resolution or
record of such action shall have attached thereto a true and correct copy of the
form of Security referred to therein approved by or pursuant to such Board
Resolution.

-9-

The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced by their execution of
such Securities.

SECTION 2.02. Amount Unlimited; Issuable in Series. The aggregate
principal amount of Securities that may be authenticated and delivered under
this Indenture is unlimited. The Securities may be issued in one or more series.
There shall be established in or pursuant to a Board Resolution and, subject to
Section 2.03, set forth, or determined in the manner provided, in an Officers'
Certificate, or established in one or more indentures supplemental hereto, prior
to the issuance of Securities of any series,

(1) the title of the Securities of the series (which shall
distinguish the Securities of the series from Securities of any other series);

(2) any limit upon the aggregate principal amount of the
Securities of the series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to Section 2.07, 2.08, 2.11, 3.06 or 9.05 and except for any
Securities which, pursuant to Section 2.03, are deemed never to have been
authenticated and delivered hereunder);

(3) the Person to whom any interest on a Security of the
series shall be payable, if other than the Person in whose name that Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest;

(4) the date or dates on which the principal of any
Securities of the series is payable;

(5) the rate or rates at which any Securities of the
series shall bear interest, if any, the date or dates from which any such
interest shall accrue, the Interest Payment Dates on which any such interest
shall be payable and the Regular Record Date for any such interest payable on
any Interest Payment Date;

(6) the place or places where the principal of and any
premium and interest on any Securities of the series shall be payable;

(7) the period or periods within which, the price or
prices at which and the terms and conditions upon which any Securities of the
series may be redeemed, in whole or in part, at the option of the Company and,
if other than by a Board Resolution, the manner in which any election by the
Company to redeem the Securities shall be evidenced;

(8) the obligation, if any, of the Company to redeem or
purchase any Securities of the series pursuant to any sinking fund or analogous
provisions or at the option of the Holder thereof and the period or periods
within which, the price or prices at which and the terms 

-10-

and conditions upon which any Securities of the series shall be redeemed or
purchased, in whole or in part, pursuant to such obligation;

(9) if other than denominations of $1,000 and any integral
multiple thereof, the denominations in which any Securities of the series shall
be issuable;

(10) if the amount of principal of or any premium or
interest on any Securities of the series may be determined with reference to an
index or pursuant to a formula, the manner in which such amounts shall be
determined;

(11) if other than the currency of the United States of
America, the currency, currencies or currency units in which the principal of or
any premium or interest on any Securities of the series shall be payable and the
manner of determining the equivalent thereof in the currency of the United
States of America for any purpose;

(12) if the principal of or any premium or interest on any
Securities of the series is to be payable, at the election of the Company or the
Holder thereof, in one or more currencies or currency units other than that or
those in which such Securities are stated to be payable, the currency,
currencies or currency units in which the principal of or any premium or
interest on such Securities as to which such election is made shall be payable,
the periods within which and the terms and conditions upon which such election
is to be made and the amount so payable (or the manner in which such amount
shall be determined);

(13) if other than the entire principal amount thereof,
the portion of the principal amount of any Securities of the series which shall
be payable upon declaration of acceleration of the Maturity thereof pursuant to
Section 6.02;

(14) if the principal amount payable at the Stated
Maturity of any Securities of the series will not be determinable as of any one
or more dates prior to the Stated Maturity, the amount which shall be deemed to
be the principal amount of such Securities as of any such date for any purpose
thereunder or hereunder, including the principal amount thereof which shall be
due and payable upon any Maturity other than the Stated Maturity or which shall
be deemed to be outstanding as of any date prior to the Stated Maturity (or, in
any such case, the manner in which such amount deemed to be the principal amount
shall be determined);

(15) if applicable, that the Securities of the series, in
whole or any specified part, shall be defeasible pursuant to Section 14.02 or
Section 14.03 or both such Sections, or any other defeasance provisions
applicable to any Securities of the series, and, if other than by a Board
Resolution, the manner in which any election by the Company to defease such
Securities shall be evidenced;

(16) if applicable, the terms of any right to convert or
exchange Securities of the series into shares of Common Stock of the Company or
other securities or property;

-11-

(17) if applicable, that any Securities of the series
shall be issuable in whole or in part in the form of one or more Global
Securities and, in such case, the respective Depositaries for such Global
Securities, the form of any legend or legends which shall be borne by any such
Global Security in addition to or in lieu of that set forth in Exhibit A and any
circumstances in addition to or in lieu of those set forth in Section 2.07 in
which any such Global Security may be exchanged in whole or in part for
Securities registered, and any transfer of such Global Security in whole or in
part may be registered, in the name or names of Persons other than the
Depositary for such Global Security or a nominee thereof;

(18) any addition to or change in the Events of Default
which applies to any Securities of the series and any change in the right of the
Trustee or the requisite Holders of such Securities to declare the principal
amount thereof due and payable pursuant to Section 6.02;

(19) any addition to or change in the covenants set forth
in Article IV which applies to Securities of the series;

(20) any Authenticating Agents, Paying Agents, Security
Registrars or such other agents necessary in connection with the issuance of the
Securities of such series, including, without limitation, Exchange Rate Agents
and Calculation Agents;

(21) if applicable, the terms of any security that will be
provided for a series of Securities;

(22) any addition to or change in or modification to the
subordinated provisions of this Indenture relating to the Securities of that
series (including the provisions of Article XI), or different subordination
provisions, including a different definition of "Senior Debt" or "Designated
Senior Debt," will apply to Securities of the series; and

(23) any other terms of the series (which terms shall not
be inconsistent with the provisions of this Indenture, except as permitted by
Section 9.03).

All Securities of any one series shall be substantially identical except
as to denomination and except as may otherwise be provided in or pursuant to the
Board Resolution referred to above and (subject to Section 2.03) set forth, or
determined in the manner provided, in the Officers' Certificate referred to
above or in any such indenture supplemental hereto.

If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.

The Securities shall be subordinated in right of payment to Senior Debt
as provided in Article XI.

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The Securities of each series shall be issuable only in registered form
without coupons and only in such denominations as shall be specified as
contemplated by this section. In the absence of any such specified denomination
with respect to the Securities of any series, the Securities of such series
shall be issuable in denominations of $1,000 and any integral multiple thereof.

SECTION 2.03. Execution and Authentication. Two Officers shall sign the
Securities for the Company by manual or facsimile signature. The Company's seal
may be reproduced on the Securities.

If an Officer whose signature is on a Security no longer holds that
office at the time such Security is authenticated, the Security shall
nevertheless be valid.

No Security shall be valid until authenticated by the manual signature
of the Trustee. The signature shall be conclusive evidence that such Security
has been authenticated under this Indenture.

At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities. If the
form or terms of the Securities of the series have been established by or
pursuant to one or more Board Resolutions as permitted by Sections 2.01 and
2.02, in authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 7.01) shall be
fully protected in relying upon, a copy of such Board Resolution, the Officers'
Certificate setting forth the terms of the series and an Opinion of Counsel,
with such Opinion of Counsel stating,

(1) if the form of such Securities has been established by
or pursuant to Board Resolution as permitted by Section 2.01, that such form has
been established in conformity with the provisions of this Indenture;

(2) if the terms of such Securities have been established
by or pursuant to Board Resolution as permitted by Section 2.02, that such terms
have been established in conformity with the provisions of this Indenture; and

(3) that such Securities, when authenticated and delivered
by the Trustee and issued by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute valid and
legally binding obligations of the Company enforceable in accordance with their
terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles.

If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the 

-13-

Trustee's own rights, duties or immunities under the Securities and this
Indenture or otherwise in a manner which is not reasonably acceptable to the
Trustee.

Notwithstanding the provisions of Section 2.02 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 2.02 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the
authentication of each Security of such series if such documents are delivered
at or prior to the authentication upon original issuance of the first Security
of such series to be issued.

Each Security shall be dated the date of its authentication.

The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate any Security. An authenticating agent may authenticate
any Security whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same right as an Agent to deal with the Company or
an Affiliate of the Company.

SECTION 2.04. The Trustee Registrar, Paying Agent and Conversion Agent.
The Company shall maintain or cause to be maintained in such locations as it
shall determine, which may be the Corporate Trust Office, an office or agency:
(i) where Securities may be presented for registration of transfer or for
exchange ("Registrar"); (ii) where Securities may be presented for payment
("Paying Agent"); (iii) an office or agency where Securities may be presented
for conversion, if applicable, (the "Conversion Agent"); and (iv) where notices
and demands to or upon the Company in respect of Securities and this Indenture
may be served by the holders of the Securities. The Registrar shall keep a
Register ("Register") of any Securities of a series and of their transfer and
exchange. The Company may appoint one or more co-registrars, one or more
additional paying agents and one or more additional conversion agents for any
series of Securities. The term "Paying Agent" includes any additional paying
agent and the term "Conversion Agent" includes any additional Conversion Agent.
The Company may change any Paying Agent, Registrar, Conversion Agent or
co-registrar without prior notice. The Company shall notify the Trustee of the
name and address of any Agent not a party to this Indenture and shall enter into
an appropriate agency agreement with any Registrar, Paying Agent, Conversion
Agent or co-registrar not a party to this Indenture. The agreement shall
implement the provisions of this Indenture that relate to such Agent. The
Company or any of its subsidiaries may act as Paying Agent, Registrar,
Conversion Agent or co-registrar, except that for purposes of Articles III and
VIII, neither the Company nor any of its subsidiaries shall act as Paying Agent.
If the Company fails to appoint or maintain another entity as Registrar, or
Paying Agent or Conversion Agent, the Trustee shall act as such, and the Trustee
shall initially act as such.

SECTION 2.05. Paying Agent To Hold Money in Trust. The Company shall
require each Paying Agent (other than the Trustee, who hereby so agrees), to
agree in writing that the Paying Agent will hold in trust for the benefit of
holders of the Securities of any series or the Trustee all money held by the
Paying Agent for the payment of principal or interest on the Securities of such
series, and will notify the Trustee of any default by the Company in respect of
making any such 

-14-

payment. While any such default continues, the Trustee may require a Paying
Agent to pay all money held by it to the Trustee. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon payment
over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary
of the Company) shall have no further liability for the money. If the Company or
a Subsidiary of the Company acts as Paying Agent, it shall segregate and hold in
a separate trust fund for the benefit of the holders of the Securities of any
series all money held by it as Paying Agent.

SECTION 2.06. Holder Lists. The Trustee of any series of Securities
shall preserve in as current a form as is reasonably practicable the most recent
list available to it of the names and addresses of holders of Securities of such
series and shall otherwise comply with TIA Section 312(a). If the Trustee is not
the Registrar of such series, the Company shall furnish to the Trustee at least
seven Business Days before each Interest Payment Date, and as the Trustee may
request in writing within fifteen (15) days after receipt by the Company of any
such request (or such lesser time as the Trustee may reasonably request in order
to enable it to timely provide any notice to be provided by it hereunder), a
list in such form and as of such date as the Trustee may reasonably require of
the names and addresses of holders of Securities of such series.

SECTION 2.07. Transfer and Exchange. When any Securities of a series are
presented to the Registrar or a co-registrar with a request to register a
transfer or to exchange them for an equal principal amount of new Securities of
such series for other denominations, the Registrar shall register the transfer
or make the exchange if its requirements for such transactions are met. To
permit registrations of transfers and exchanges, the Company shall issue and the
Trustee shall authenticate new Securities of the same series at the Registrar's
request, bearing registration numbers not contemporaneously outstanding. No
service charge shall be made to a holder for any registration of transfer or
exchange (except as otherwise expressly permitted herein), but the Company may
require payment of a sum sufficient to cover any transfer tax or other
governmental charge payable upon exchanges pursuant to Sections 2.11, 3.07, 9.05
or 12.02.

The Company or the Registrar shall not be required (i) to issue,
register the transfer of or exchange any Securities of a series during a period
beginning at the opening of business fifteen (15) days before the day of any
selection of any Securities of that series for redemption under Section 3.03 and
ending at the close of business on the day of selection or (ii) to register the
transfer or exchange of any Security of that series so selected for redemption
in whole or in part, except the unredeemed portion of any Security of that
series being redeemed in part.

All Securities of any series issued upon any transfer or exchange of new
Securities of that series in accordance with this Indenture shall be the valid
obligations of the Company, evidencing the same debt, and entitled to the same
benefits under this Indenture as the Securities surrendered upon such
registration of transfer or exchange.

The provisions of Clauses (1), (2), (3) and (4) below shall apply only
to Global Securities:

(1) Each Global Security authenticated under this
Indenture shall be registered in the name of the Depositary designated for such
Global Security or a nominee thereof 

-15-

and delivered to such Depositary or a nominee thereof or custodian therefore,
and each such Global Security shall constitute a single Security for all
purposes of this Indenture.

(2) Notwithstanding any other provision in this Indenture,
no Global Security may be exchanged in whole or in part for Securities
registered, and no transfer of a Global Security in whole or in part may be
registered, in the name of any Person other than the Depositary for such Global
Security or a nominee thereof unless (A) such Depositary (i) has notified the
Company that it is unwilling or unable to continue as Depositary for such Global
Security or (ii) has ceased to be a clearing agency registered under the
Exchange Act, (B) there shall have occurred and be continuing an Event of
Default with respect to such Global Security or (C) there shall exist such
circumstances, if any, in addition to or in lieu of the foregoing as have been
specified for this purpose as contemplated by Section 2.02.

(3) Subject to Clause (2) above, any exchange of a Global
Security for other Securities may be made in whole or in part, and all
Securities issued in exchange for a Global Security or any portion thereof shall
be registered in such names as the Depositary for such Global Security shall
direct.

(4) Every Security authenticated and delivered upon
registration of transfer of, or in exchange for or in lieu of, a Global Security
or any portion thereof, whether pursuant to this Section, Section 2.08, 2.11,
3.06 or 9.05 or otherwise, shall be authenticated and delivered in the form of,
and shall be, a Global Security, unless such Security is registered in the name
of a Person other than the Depositary for such Global Security or a nominee
thereof.

SECTION 2.08. Replacement Securities If the holder of a Security of any
series claims that such Security has been lost, destroyed or wrongfully taken,
the Company shall issue and the Trustee shall authenticate a replacement
Security of that series if the Trustee's requirements are met. If required by
the Trustee or the Company as a condition of receiving a replacement Security,
the holder of a Security must provide a certificate of loss and an indemnity
and/or an indemnity bond sufficient, in the judgment of both the Company and the
Trustee, to fully protect the Company, the Trustee, any Agent and any
authenticating agent from any loss, liability, cost or expense which any of them
may suffer or incur if the Security is replaced. The Company and the Trustee may
charge the relevant holder for their expenses in replacing any Security.

The Trustee or any authenticating agent may authenticate any such
substituted Security, and deliver the same upon the receipt of such security or
indemnity as the Trustee, the Company and, if applicable, such authenticating
agent may require. Upon the issuance of any substituted Security, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses connected therewith. In case any Security of a series which has matured
or is about to mature, or has been called for redemption pursuant to Article
III, or is about to be converted into Common Stock pursuant to Article XII,
shall become mutilated or be destroyed, lost or stolen, the Company may, instead
of issuing a substitute Security of that series, pay or authorize the payment of
or convert or authorize the conversion of the same (without surrender thereof
except in the case of a mutilated Security), as the case may be, if the
applicant for such payment or conversion shall furnish to the Company, to the
Trustee and, if 

-16-

applicable, to the authenticating agent such security or indemnity as may be
required by them to save each of them harmless for any loss, liability, cost or
expense caused by or connected with such substitution, and, in case of
destruction, loss or theft, evidence satisfactory to the Company, the Trustee
and, if applicable, any paying agent or conversion agent of the destruction,
loss or theft of such Security and of the ownership thereof.

Every replacement Security of any series is an additional obligation of
the Company and shall be entitled to all the benefits provided under this
Indenture equally and proportionately with all other Securities of that series
duly issued, authenticated and delivered hereunder.

SECTION 2.09. Outstanding Securities. The Securities of any series
outstanding at any time are all the Securities of that series, as of the date of
determination, properly authenticated and delivered by the Trustee under this
Indenture, except

(1) Securities theretofore canceled by the Trustee or
delivered to the Trustee for cancellation;

(2) Securities for whose payment or redemption money in
the necessary amount has been theretofore deposited with the Trustee or any
Paying Agent (other than the Company) in trust or set aside and segregated in
trust by the Company (if the Company shall act as its own Paying Agent) for the
holders of such Securities; provided that, if such Securities are to be
redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefore satisfactory to the Trustee has been made;

(3) Securities as to which Defeasance has been effected
pursuant to Section 14.02; and

(4) Securities which have been paid pursuant to Section
2.08 or in exchange for or in lieu of which other Securities have been
authenticated and delivered pursuant to this Indenture, other than any such
Securities in respect of which there shall have been presented to the Trustee
proof satisfactory to it that such Securities are held by a bona fide purchaser
in whose hands such Securities are valid obligations of the Company;

provided, however, that in determining whether the holders of the
requisite principal amount of the outstanding Securities have given, made or
taken any request, demand, authorization, direction, notice, consent, waiver or
other action hereunder as of any date, (A) the principal amount of an Original
Issue Discount Security which shall be deemed to be outstanding shall be the
amount of the principal thereof which would be due and payable as of such date
upon acceleration of the Maturity thereof to such date pursuant to Section 6.02,
(B) if, as of such date, the principal amount payable at the Stated Maturity of
a Security is not determinable, the principal amount of such Security which
shall be deemed to be outstanding shall be the amount as specified or determined
as contemplated by Section 2.02, (C) the principal amount of a Security
denominated in one or more foreign currencies or currency units which shall be
deemed to be outstanding shall be the U.S. dollar equivalent, determined as of
such date in the manner provided as contemplated by Section 2.02, of the
principal amount of such Security (or, in the case of a Security described in
Clause (A) or (B) 

-17-

above, of the amount determined as provided in such Clause), and (D) Securities
owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or of such other obligor shall be disregarded and deemed not to
be outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent, waiver or other action, only Securities which the Trustee knows
to be so owned shall be so disregarded. Securities so owned which have been
pledged in good faith may be regarded as outstanding if the pledgee establishes
to the satisfaction of the Trustee the pledgee's right so to act with respect to
such Securities and that the pledgee is not the Company or any other obligor
upon the Securities or any Affiliate of the Company or of such other obligor.

SECTION 2.10. When Treasury Securities Disregarded. In determining
whether the holders of the required principal amount of Securities of any series
have concurred in any direction, waiver or consent, Securities of that series
owned by the Company or an Affiliate of the Company shall be considered as
though they are not outstanding except that for the purposes of determining
whether the Trustee shall be protected in relying on any such direction, waiver
or consent, only Securities of that series which the Trustee knows are so owned
shall be so disregarded.

SECTION 2.11. Temporary Securities

(a) Until definitive Securities of any series are ready for
delivery, the Company may prepare and the Trustee shall authenticate temporary
Securities of that series. Temporary Securities shall be substantially in the
form of definitive Securities of that series but may have variations that the
Company considers appropriate for temporary Securities of that series and shall
be reasonably acceptable to the Trustee. Without unreasonable delay, the Company
shall prepare and the Trustee shall authenticate definitive Securities of any
series in exchange for temporary Securities.

(b) Except for transfers made in accordance with Section 2.07, a
Global Security deposited with the Depositary or with the Trustee as custodian
for the Depositary shall be transferred to the beneficial owners thereof in the
form of certificated Securities of that series in definitive form only if such
transfer complies with Section 2.07 and (i) the Depositary notifies the Company
that it is unwilling or unable to continue as Depositary for such Global
Security or if at any time such Depositary ceases to be a "clearing agency"
registered under the Exchange Act and a successor Depositary is not appointed by
the Company within 90 days of such notice, or (ii) an Event of Default has
occurred and is continuing.

(c) Any Global Security of any series or interest thereon that is
transferable to the beneficial owners thereof in the form of certificated
Securities of that series in definitive form shall, if held by the Depository,
be surrendered by the Depositary to the Trustee, without charge, and the Trustee
shall authenticate and deliver, upon such transfer of each portion of such
Global Security of that series, an equal aggregate principal amount of
Securities of that series of authorized denominations in the form of
certificated Securities of that series in definitive form. Any portion of a
Global Security transferred pursuant to this Section shall be executed,
authenticated and delivered only in denominations of $1,000 and any integral
multiple thereof and registered in such names as the Depositary shall direct.

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(d) Prior to any transfer pursuant to Section 2.11(b), the
registered holder of a Global Security of any series may grant proxies and
otherwise authorize any Person, including Agent Members and Persons that may
hold interests through Agent Members, to take any action which a holder is
entitled to take under this Indenture or the Securities of that series.

(e) The Company will make available to the Trustee a reasonable
supply of certificated Securities of any series in definitive form without
interest coupons.

SECTION 2.12. Cancellation. The Company at any time may deliver
Securities to the Trustee for cancellation. The Registrar and Paying Agent shall
forward to the Trustee any Securities of any series surrendered to them for
registration of transfer, exchange or payment. The Trustee and no one else may
cancel Securities of any series surrendered for registration of transfer,
exchange, payment, replacement, conversion, redemption, repurchase or
cancellation. Upon written instructions of the Company, the Trustee shall
destroy and dispose of canceled Securities of any series as the Company directs
and, after such destruction, shall deliver a certificate of destruction to the
Company. The Company may not issue new Securities of any series to replace
Securities of such series that it has paid, redeemed or repurchased or that have
been delivered to the Trustee for cancellation or that any holder has (i)
converted pursuant to Article XII hereof or (ii) submitted for redemption
pursuant to Article III hereof.

SECTION 2.13. Defaulted Interest. If the Company fails to make a payment
of interest on any Security of any series, it shall pay such defaulted interest
plus, to the extent lawful, any interest payable on the defaulted interest. It
may pay such defaulted interest, plus any such interest payable on it, to the
Persons who are holders of Securities of such series on a subsequent special
record date. The Company shall fix any such special record date and payment
date. At least 15 days before any such special record date, the Company shall
mail to holders of the Securities of such series a notice that states the
special record date, payment date and amount of such interest to be paid.

SECTION 2.14. CUSIP Number. The Company in issuing any Securities of any
series may use a "CUSIP" number, and if so, such CUSIP number shall be included
in notices of redemption, repurchase or exchange as a convenience to holders of
Securities of such series; provided, however, that any such notice may state
that no representation is made as to the correctness or accuracy of the CUSIP
number printed in the notice or on the Securities of that series and that
reliance may be placed only on the other identification numbers printed on such
Securities. The Company will promptly notify the Trustee of any change in the
CUSIP number.

ARTICLE III

REDEMPTION

SECTION 3.01. Applicability of Article. Securities of any series that
are redeemable before then Stated Maturity shall be redeemable in accordance
with their terms and (except as otherwise specified as contemplated by Section
2.02 for such Securities) in accordance with this Article.

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SECTION 3.02. Notices to Trustee. The election of the Company to redeem
any Securities shall be evidenced by a Board Resolution or in another manner
specified as contemplated by Section 2.02 for such Securities. If the Company
elects to redeem any Securities, it shall furnish to the Trustee, at least 15
(20 if less than all of the then outstanding Securities of any series are to be
redeemed or if the Company requests the Trustee to give notice of redemption
pursuant to Section 3.04) days but not more than 60 days before a Redemption
Date (unless a shorter period shall be satisfactory to the Trustee), an
Officers' Certificate setting forth (i) the Section of this Indenture pursuant
to which the redemption shall occur, (ii) the Redemption Date, (iii) the
principal amount of Securities (if less than all) to be redeemed, (iv) the
Redemption Price and (v) the CUSIP number of the Securities being redeemed.

SECTION 3.03. Selection of Securities To Be Redeemed. If less than all
the Securities of any series are to be redeemed, the Trustee shall select the
Securities to be redeemed by a method that complies with the requirements of the
principal national securities exchange, if any, on which the Securities of such
series are listed or quoted or, if such Securities are not so listed, on a pro
rata basis by lot or by any other method that the Trustee considers fair and
appropriate. The Trustee shall make the selection not more than 60 days and not
less than 15 days before the Redemption Date from Securities of that series
outstanding and not previously called for redemption. The Trustee may select for
redemption a portion of the principal of any Securities of that series that has
a denomination larger than $1,000. Securities and portions thereof will be
redeemed in the amount of $1,000 or integral multiples of $1,000.

Provisions of this Indenture that apply to Securities of any series
called for redemption also apply to portions of such Securities called for
redemption. The Trustee shall notify the Company promptly of the Securities of
any series or portions of such Securities to be called for redemption.

If any Security of any series selected for partial redemption is
converted in part after such selection, the converted portion of such Security
shall be deemed (so far as may be) to be the portion to be selected for
redemption. The Securities (or portion thereof) so selected shall be deemed duly
selected for redemption for all purposes hereof, notwithstanding that any such
Security is converted in whole or in part before the mailing of the notice of
redemption. Upon any redemption of less than all the Securities of any series,
the Company and the Trustee may treat as outstanding any Securities of that
series surrendered for conversion during the period of 15 days next preceding
the mailing of a notice of redemption and need not treat as outstanding any
Security of that series authenticated and delivered during such period in
exchange for the unconverted portion of any Security of that series converted in
part during such period.

SECTION 3.04. Notice of Redemption. At least 15 days but not more than
60 days before a Redemption Date, the Company shall mail by first class mail a
notice of redemption to each holder whose Securities are to be redeemed.

The notice shall identify the Securities to be redeemed and shall state:

(1) the Redemption Date;

-20-

(2) the Redemption Price;

(3) if any Security of any series is being redeemed in
part, the portion of the principal amount of such Security to be redeemed and
that, after the Redemption Date, upon surrender of such Security, a new Security
or Securities of the same series in principal amount equal to the unredeemed
portion will be issued in the name of the holder thereof;

(4) that Securities called for redemption must be
surrendered to the Paying Agent to collect the Redemption Price;

(5) that interest on Securities called for redemption and
for which funds have been set apart for payment, ceases to accrue on and after
the Redemption Date (unless the Company defaults in the payment of the
Redemption Price or the Paying Agent is prohibited from making such payment
pursuant to the terms of this Indenture);

(6) the paragraph of the Securities pursuant to which the
Securities called for redemption are being redeemed;

(7) the aggregate principal amount of Securities of that
series (if less than all) that are being redeemed;

(8) the CUSIP number of the Securities (provided that the
disclaimer permitted by Section 2.14 may be made);

(9) the name and address of the Paying Agent;

(10) that Securities called for redemption may be
converted at any time prior to the close of business on the last trading day
immediately preceding the Redemption Date and if not converted prior to the
close of business on such Redemption Date, the right of conversion will be lost;
and

(11) that in the case of Securities or portions thereof
called for redemption on a date that is also an Interest Payment Date, the
interest payment, due on such date shall be paid to the Person in whose name the
Security is registered at the close of business on the relevant Regular Record
Date.

The notice if mailed in the manner herein provided shall be conclusively
presumed to have been given, whether or not the holder receives such notice. In
any case, failure to give such notice by mail or any defect in the notice to the
holder of any Security designated for redemption as a whole or in part shall not
affect the validity of the proceedings for the redemption of any Security of
that series.

At the Company's request, the Trustee shall give notice of redemption in
the Company's name and at its expense.

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SECTION 3.05. Deposit of Redemption Price. On or before the Redemption
Date, the Company shall deposit with the Trustee or with the Paying Agent money
in immediately available funds sufficient to pay the Redemption Price of and
accrued interest on all Securities to be redeemed on that date. The Trustee or
the Paying Agent shall return to the Company any money not required for that
purpose.

On and after the Redemption Date, unless the Company shall default in
the payment of the Redemption Price, interest will cease to accrue on the
principal amount of the Securities or portions thereof called for redemption and
for which funds have been set apart for payment and such Securities, or portions
thereof, shall cease after the close of business on the Business Day immediately
preceding the Redemption Date to be convertible into Common Stock and, except as
provided in this Section 3.05 and 8.04, to be entitled to any benefit or
security under this Indenture, and the holders thereof shall have no right in
respect of such Securities, or portions thereof, except the right to receive the
Redemption price thereof and unpaid interest, to (but excluding) the Redemption
Date. In the case of Securities or portions thereof redeemed on a Redemption
Date which is also an Interest Payment Date, the interest payment due on such
Interest Payment Date shall be paid to the Person in whose name the Security is
registered at the close of business on the relevant Regular Record Date.

SECTION 3.06. Securities Redeemed in Part. Upon surrender of a Security
that is redeemed in part only, the Company shall issue and the Trustee shall
authenticate and deliver to the holder of a Security a new Security of the same
series equal in principal amount to the unredeemed portion of the Security
surrendered, at the expense of the Company, except as specified in Section 2.07.

SECTION 3.07. Conversion Arrangement on Call for Redemption. In
connection with any redemption of Securities of any series, the Company may
arrange for the purchase and conversion of any Securities of that series by an
arrangement with one or more investment bankers or other purchasers to purchase
such Securities by paying to the Trustee in trust for the holders, on or before
the Redemption Date, an amount not less than the applicable Redemption Price,
together with interest accrued to the Redemption Date, of such Securities.
Notwithstanding anything to the contrary contained in this Article III, the
obligation of the Company to pay the Redemption Price of such Securities,
together with interest accrued to the Redemption Date, shall be deemed to be
satisfied and discharged to the extent such amount is so paid by the purchasers.
If such an agreement is entered into, a copy of which will be filed with the
Trustee prior to the Redemption Date, any Securities of that series not duly
surrendered for conversion by the holders thereof may, at the option of the
Company, be deemed, to the fullest extent permitted by law, acquired by such
purchasers from such holders and (notwithstanding anything to the contrary
contained in Article XII) surrendered by such purchasers for conversion, all as
of immediately prior to the close of business on the Redemption Date (and the
right to convert any such Securities shall be deemed to have been extended
through such time), subject to payment of the above amount as aforesaid. At the
direction of the Company, the Trustee shall hold and dispose of any such amount
paid to it in the same manner as it would monies deposited with it by the
Company for the redemption of Securities of that series. Without the Trustee's
prior written consent, no arrangement between the Company and such 

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purchasers for the purchase and conversion of any Securities of any series shall
increase or otherwise affect any of the powers, duties, responsibilities or
obligations of the Trustee as set forth in this Indenture, and the Company
agrees to indemnify the Trustee from, and hold it harmless against, any loss,
liability or expense arising out of or in connection with any such arrangement
for the purchase and conversion of any Securities of any series between the
Company and such purchasers to which the Trustee has not consented in writing,
including the costs and expenses incurred by the Trustee in the defense of any
claim or liability arising out of or in connection with the exercise or
performance of any of its powers, duties, responsibilities or obligations under
this Indenture.

ARTICLE IV

COVENANTS

SECTION 4.01. Payment of Securities. The Company covenants and agrees
for the benefit of each series of Securities that it will pay the principal of
and any premium and interest on the Securities of that series in accordance with
the terms of the Securities.

SECTION 4.02. Compliance Certificate. The Company shall deliver to the
Trustee within 120 days after the end of each fiscal year of the Company, an
Officers' Certificate stating that a review of the activities of the Company and
its subsidiaries during the preceding fiscal year has been made under the
supervision of the signing Officers with a view to determining whether the
Company has fully performed its obligations under this Indenture and further
stating, as to each such Officer signing such certificate, that to the best of
his or her knowledge, the Company is not in default in the performance or
observance of any of the terms and conditions hereof (or, if any Default or
Event of Default shall have occurred, describing all such Defaults or Events of
Default of which he or she may have knowledge) and, that to the best of his or
her knowledge, no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest (including Liquidated
Damages) on the Securities are prohibited.

The Company shall, so long as any of the Securities are outstanding,
deliver to the Trustee, forthwith upon becoming aware of any Default or Event of
Default, an Officers' Certificate specifying such Default or Event of Default.

SECTION 4.03. Maintenance of Office or Agency. The Company shall
maintain or cause to be maintained for any series of Securities the office or
agency required under Section 2.04. The Company shall give prompt written notice
to the Trustee of the location, and any change in the location, of such office
or agency not maintained by the Trustee. If at any time the Company shall fail
to maintain any such required office or agency for any series of Securities or
shall fail to furnish the Trustee with the address thereof, presentations,
surrenders, notices and demands with respect to the Securities for that series
may be made or served at the Corporate Trust Office of the Trustee.

The Company may also from time to time designate one or more other
offices or agencies where the Securities for that series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designation.

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SECTION 4.04. Money for Securities Payments to be Held in Trust. If the
Company shall at any time act as its own Paying Agent with respect to any series
of Securities, it will, on or before each due date of the principal of or any
premium or interest on any of the Securities of that series, segregate and hold
in trust for the benefit of the Persons entitled thereto a sum sufficient to pay
the principal and any premium and interest so becoming due until such sums shall
be paid to such Persons or otherwise disposed of as herein provided and will
promptly notify the Trustee of its action or failure so to act.

Whenever the Company shall have one or more Paying Agents for any series
of Securities, it will, on or prior to each due date of the principal of or any
premium or interest on any Securities of that series, deposit with a Paying
Agent a sum sufficient to pay such amount, such sum to be held as provided by
the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of its action or failure so to act.

The Company will cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will (1) comply with the provisions of
the Trust Indenture Act applicable to it as a Paying Agent and (2) during the
continuance of any default by the Company (or any other obligor upon the
Securities of that series) in the making of any payment in respect of the
Securities of that series, upon the written request of the Trustee, forthwith
pay to the Trustee all sums held in trust by such Paying Agent for payment in
respect of the Securities of that series.

The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of or any premium or
interest on any Security of any series and remaining unclaimed for a period
ending on the earlier of the date that is ten Business Days prior to the date
such money would escheat to the State or two years after such principal, premium
or interest has become due and payable shall be paid to the Company on Company
Request, or (if then held by the Company) shall be discharged from such trust;
and the Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in a
newspaper published in the English language, customarily published on each
Business Day and of general circulation in each Place of Payment, notice that
such money remains unclaimed and that, after a date specified therein, which
shall not be less than 30 days from the date 

-24-

of such publication, any unclaimed balance of such money then remaining will be
repaid to the Company.

SECTION 4.05. Continued Existence. Subject to Article V, the Company
shall do or cause to be done all things necessary to preserve and keep in full
force and effect its corporate existence.

SECTION 4.06. Appointments to Fill Vacancies in Trustee's Office. The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 7.08, a Trustee, so that there
shall at all times be a Trustee hereunder.

SECTION 4.07. Stay, Extension and Usury Laws. The Company covenants (to
the extent that it may lawfully do so) that it shall not at any time insist
upon, plead or in any manner whatsoever claim or take the benefit or advantage
of, any stay, extension or usury law wherever enacted, now or at any time
hereafter enforced, that may affect the Company's obligation to pay the
Securities; and the Company (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law insofar as such law
applies to the Securities, and covenants that it shall not, by resort to any
such law, hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as
though no such law has been enacted.

SECTION 4.08. Taxes. The Company shall, and shall cause each of its
subsidiaries to, pay prior to delinquency all taxes, assessments and government
levies; provided, however, that the Company shall not be required to pay or
cause to be paid any such tax, assessment or levy (A) if the failure to do so
will not, in the aggregate, have a material adverse impact on the Company and
its subsidiaries taken as a whole, or (B) if the amount, applicability or
validity is being contested in good faith by appropriate proceedings.

SECTION 4.09. Reports by Company. The Company shall file with the
Trustee and the Commission, and transmit to Holders, such information, documents
and other reports, and such summaries thereof, as may be required pursuant to
the Trust Indenture Act at the times and in the manner provided pursuant to the
Trust Indenture Act; provided that any such information, documents or reports
required to be filed with the Commission pursuant to Section 13 or 15(d) of the
Exchange Act shall be filed with the Trustee within 15 days after the same is so
required to be filed with the Commission.

SECTION 4.10. Waiver of Certain Covenants. Except as otherwise specified
as contemplated by Section 2.02 for Securities of such series, the Company may,
with respect to the Securities of any series, omit in any particular instance to
comply with any term, provision or condition set forth in any covenant provided
pursuant to Section 2.02(19), 4.08 or 9.01(g) for the benefit of the holders of
the Security of such series if before the time for such compliance the holders
of the Security of at least a majority in principal amount of the Outstanding
Securities of such series shall, by Act of such holders of the Security, either
waive such compliance in such instance or generally waive compliance with such
term, provision or condition, but no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly waived, 

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and, until such waiver shall become effective, the obligations of the Company
and the duties of the Trustee in respect of any such term, provision or
condition shall remain in full force and effect.

ARTICLE V

SUCCESSORS

SECTION 5.01. When the Company May Merge, Etc. The Company may not, in a
single transaction or series of related transactions, consolidate or merge with
or into (whether or not the Company is the surviving corporation), or sell,
assign, transfer, lease, convey or otherwise dispose of all or substantially all
of its properties or assets to, any Person as an entirety or substantially as an
entirety unless:

(a) either

(i) the Company shall be the surviving or continuing
corporation or

(ii) the Person formed by or surviving any such consolidation
or into which the Company is merged (if other than the Company) or the Person
which acquires by sale, assignment, transfer, lease, conveyance or other
disposition the properties and assets of the Company substantially as an
entirety

(1) shall be a corporation organized and validly existing
under the laws of the United States or any State thereof or the District of
Columbia and

(2) shall expressly assume, by indenture in form
reasonably satisfactory to the Trustee, executed and delivered to the Trustee,
the due and punctual payment of the principal of, and premium, if any, and
interest on all of the Securities and the performance of every covenant of the
Securities and this Indenture on the part of the Company to be performed or
observed, including, without limitation, conversion rights in accordance with
Section 12.06 to the extent required by such Sections;

(b) immediately after giving effect to such transaction no Default
and no Event of Default shall have occurred and be continuing; and

(c) the Company or such Person shall have delivered to the Trustee
an Officers' Certificate and an Opinion of Counsel each stating that such
consolidation, merger, conveyance, transfer or lease and, if a supplemental
indenture is required in connection with such transaction, such supplemental
indenture, comply with this provision of this Indenture and that all conditions
precedent in this Indenture relating to such transaction have been satisfied.

For purposes of this Section 5.01, the transfer (by lease, assignment,
sale or otherwise, in a single transaction or series of transactions) of all or
substantially all of the properties or assets of one or more subsidiaries of the
Company, the capital stock of which constitutes all or substantially all of 

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the properties and assets of the Company, shall be deemed to be the transfer of
all or substantially all of the properties and assets of the Company.

SECTION 5.02. Successor Corporation Substituted. Upon any such
consolidation, merger, sale, assignment, conveyance, lease, transfer or other
disposition in accordance with Section 5.01, the successor Person formed by such
consolidation or into which the Company is merged or to which such sale,
assignment, conveyance, lease, transfer or other disposition is made will
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such successor had
been named as the Company therein, and thereafter (except in the case of a sale,
assignment, transfer, lease, conveyance or other disposition) the predecessor
corporation will be relieved of all further obligations and covenants under this
Indenture and the Securities.

ARTICLE VI

DEFAULTS AND REMEDIES

SECTION 6.01. Events of Default. An "Event of Default" with respect to
Securities of any series occurs if:

(a) the Company defaults in the payment (whether or not such payment
is prohibited by the subordination provisions set forth in Article XI of this
Indenture) of principal of, or premium, if any, on the Securities of that series
when due at maturity, upon repurchase, upon acceleration or otherwise,
including, without limitation, failure of the Company to make any optional
redemption payment when required pursuant to Article III; or

(b) the Company defaults in the payment (whether or not such payment
is prohibited by the subordination provisions set forth in Article XI of this
Indenture) of any installment of interest on the Securities of that series when
due (including any interest payable in connection with any optional redemption
payment pursuant to Article III) and continuance of such default for 30 days or
more; or

(c) default in the deposit of any sinking fund payment, when and as
due by the terms of a Security of that series; or

(d) the Company defaults (other than a default set forth in clauses
(a) and (b) above and clauses (d) and (e) below) in the performance of, or
breaches, any other covenant or warranty of the Company set forth in this
Indenture (other than a covenant or warranty which has expressly been included
in this Indenture solely for the benefit of series of Securities other than that
series) and fails to remedy such default or breach within a period of 60 days
after the receipt of written notice from the Trustee or the holders of at least
25% in aggregate principal amount of the then outstanding Securities of that
series; or

(e) the Company or any Material Subsidiary, pursuant to or within
the meaning of any Bankruptcy Law:

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(i) commences a voluntary case,

(ii) consents to the entry of an order for relief against it
in an involuntary case,

(iii) consents to the appointment of a Custodian of it or for
all or substantially all of its property,

(iv) makes a general assignment for the benefit of its
creditors,

(v) makes the admission in writing that it generally is unable
to pay its debts as the same become due, or

(f) a court of competent jurisdiction enters a judgment, order or
decree under any Bankruptcy Law that:

(i) is for relief against the Company or any Material
Subsidiary in an involuntary case,

(ii) appoints a Custodian of the Company or any Material
Subsidiary, and the order or decree remains unstayed and in effect for 90 days.

(iii) orders the liquidation of the Company or any Material
Subsidiary, and the order or decree remains unstayed and in effect for 90 days;
or

(g) any other Event of Default provided with respect to Securities
of that series in the Board Resolution, supplemental indenture or Officers'
Certificate establishing that series.

The term "Bankruptcy Law" means Title 11, U.S. Code or any similar
Federal or state law for the relief of debtors. The term "Custodian" means any
receiver, trustee, assignee, liquidator or similar official under any Bankruptcy
Law.

In the case of any Event of Default, pursuant to the provisions of this
Section 6.01, occurring by reason of any willful action (or inaction) taken (or
not taken) by or on behalf of the Company with the intention of avoiding payment
of any premium which the Company would have had to pay if the Company then had
elected to redeem the Securities of any series, an equivalent premium shall also
become and be immediately due and payable to the extent permitted by law, upon
the acceleration of the Securities of that series notwithstanding anything
contained in this Indenture or in the Securities of that series to the contrary.

If an Event of Default occurs prior to any date on which the Company is
prohibited from redeeming the Securities of any series, by reason of any willful
action (or inaction) taken (or not taken) by or on behalf of the Company with
the intention of avoiding the prohibition on redemption of the Securities prior
to such date, then the premium specified in this Indenture shall also become

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immediately due and payable to the extent permitted by law upon the acceleration
of the Securities of that series.

SECTION 6.02. Acceleration. Unless the Board Resolution, supplemental
indenture or Officers' Certificate establishing such series provides otherwise,
if an Event of Default (other than an Event of Default with respect to the
Company specified in clauses (e) and (f) of Section 6.01) with respect to any
series of Securities at the time outstanding occurs and is continuing, then and
in every such case the Trustee, by written notice to the Company, or the holders
of at least 25% in aggregate principal amount of the then outstanding Securities
of that series (or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be
specified by the terms thereof), by written notice to the Company and the
Trustee, may declare the unpaid principal of, premium, if any, and accrued and
unpaid interest, if any, on all the Securities of that series to be due and
payable. Upon such declaration such principal amount, premium, if any, and
accrued and unpaid interest shall become immediately due and payable,
notwithstanding anything contained in this Indenture or the Securities of that
series to the contrary, but subject to the provisions of Article XI hereof. If
any Event of Default with respect to the Company specified in clauses (e) or (f)
of Section 6.01 occurs, all unpaid principal of and premium, if any, and accrued
and unpaid interest on Securities of any series then outstanding (or, if any
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount of such securities as may be specified by the terms
thereof) shall become automatically due and payable subject to the provisions of
Article XI hereof, without any declaration or other act on the part of the
Trustee or any holder of Securities of that series.

The holders of a majority in aggregate principal amount of the then
outstanding Securities of any series by notice to the Trustee may rescind an
acceleration of the Securities of that series and its consequences if all
existing Events of Default (other than nonpayment of principal of or premium, if
any, and interest on the Securities of that series which has become due solely
by virtue of such acceleration) have been cured or waived and if the rescission
would not conflict with any judgment or decree of any court of competent
jurisdiction. No such rescission shall affect any subsequent Default or Event of
Default or impair any right consequent thereto.

SECTION 6.03. Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy by proceeding at law or
in equity to collect the payment of principal of or interest on Securities or to
enforce the performance of any provision of Securities or this Indenture. The
Trustee may maintain a proceeding even if it does not possess any of the
Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any holder of a Security in exercising any right or
remedy occurring upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default. All remedies
are cumulative to the extent permitted by law.

SECTION 6.04. Waiver of Past Defaults. The holders of a majority in
aggregate principal amount of the Securities of any series then outstanding may,
on behalf of the holders of all the Securities of that series, waive an existing
Default or Event of Default and its consequences, except a Default or Event of
Default in the payment of the principal of, premium, if any, or interest 

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on the Securities of that series (other than the non-payment of principal of and
premium, if any, and interest on the Securities of that series which has become
due solely by virtue of an acceleration which has been duly rescinded as
provided above), or in respect of a covenant or provision of this Indenture
which cannot be modified or amended without the consent of all holders of
Securities of that series. When a Default or Event of Default is waived, it is
cured and stops continuing. No waiver shall extend to any subsequent or other
Default or Event of Default or impair any right consequent thereon.

SECTION 6.05. Control by Majority. The holders of a majority in
aggregate principal amount of the then outstanding Securities of any series may
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on it
relating to the Securities of that series. However, the Trustee may refuse to
follow any direction that conflicts with law or this Indenture that the Trustee
determines may be unduly prejudicial to the rights of other holders of
Securities or that may involve the Trustee in personal liability; provided that
the Trustee shall have no duty or obligation (subject to Section 7.01) to
ascertain whether or not such actions of forebearances are unduly prejudicial to
such holders; provided, further, that the Trustee may take any other action the
Trustee deems proper that is not inconsistent with such directions.

SECTION 6.06. Limitation on Suits. No holder of any Security of any
series may pursue any remedy with respect to this Indenture or the Securities of
that series unless:

(1) the holder gives to the Trustee notice of a continuing
Event of Default with respect to the Securities of that series;

(2) the holders of at least 25% in principal amount of the
then outstanding Securities of that series make a request to the Trustee to
pursue the remedy;

(3) such holder or holders offer and, if requested,
provide to the Trustee indemnity satisfactory to the Trustee against any loss,
liability or expense;

(4) the Trustee does not comply with the request within 60
days after receipt of the request and the offer and, if requested, the provision
of indemnity; and

(5) during such 60-day period the holders of a majority in
principal amount of the then outstanding Securities of that series do not give
the Trustee a direction inconsistent with the request.

A holder of a Security of any series may not use this Indenture to
prejudice the rights of another holder or to obtain a preference or priority
over another holder.

SECTION 6.07. Rights of Holders To Receive Payment. Subject to the
provisions of Article XI hereof, notwithstanding any other provision of this
Indenture, the right of any holder of a Security to receive payment of
principal, premium, if any, and interest on the Security, on or after the
respective due dates expressed in the Security, or to bring suit for the
enforcement of any such 

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payment on or after such respective dates, or to bring suit for the enforcement
of the right to convert the Security shall not be impaired or affected without
the consent of the holder of a Security.

SECTION 6.08. Collection Suit by Trustee. If an Event of Default
specified in Section 6.01(a) or (b) occurs and is continuing with respect to a
series of Securities, the Trustee may recover judgment in its own name and as
trustee of an express trust against the Company for the whole amount of
principal and interest remaining unpaid on the Securities of that series and
interest on overdue principal and interest and such further amount as shall be
sufficient to cover the costs and, to the extent lawful, expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

SECTION 6.09. Trustee May File Proofs of Claim. The Trustee may file
such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee and the holders of
Securities allowed in any judicial proceedings relative to the Company, its
creditors or its property. Nothing contained herein shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any
holder of a Security any plan of reorganization, arrangement, adjustment or
composition affecting the Securities of that series or the rights of any holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
holder in any such proceeding.

SECTION 6.10. Priorities. If the Trustee collects any money pursuant to
this Article VI, it shall pay out the money in the following order:

First: to the Trustee for amounts due under Section 7.07,
including payment of all compensation, expenses and liabilities
incurred, and all advances made, by the Trustee, and the costs and
expenses of collection;

Second: to holders of Senior Debt to the extent required by
Article XI;

Third: to the payment of the amounts then due and unpaid for
principal of and any premium, if any, and interest on the Securities in
respect of which or for the benefit of which such money has been
collected, ratably, without preference or priority of any kind,
according to the amounts due and payable on such Securities for
principal and any premium, if any, and interest, respectively; and

Fourth: to the Company.

The Trustee may fix a special record date and payment date for any
payment to holders of Securities of any series made pursuant to this section. At
least 15 days before any such special record date, the Trustee shall mail to
holders of the Securities of that series a notice that states the special record
date, payment date and amount of such interest to be paid.

SECTION 6.11. Undertaking for Costs. In any suit for the enforcement of
any right or remedy under this Indenture or in any suit against the Trustee for
any action taken or omitted by it as a Trustee, a court in its discretion may
require the filing by any party litigant in the suit, other than 

-31-

the Trustee, of an undertaking to pay the costs of the suit, and the court in
its discretion may assess reasonable costs, including reasonable attorneys fees,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section does
not apply to a suit by the Trustee, a suit by a holder pursuant to Section 6.07
or a suit by holders of more than 10% in principal amount of the then
outstanding Securities.

ARTICLE VII

THE TRUSTEE

The Trustee hereby accepts the trust imposed upon it by this Indenture
and covenants and agrees to perform the same, as herein expressed. Whether or
not herein expressly so provided, every provision of this Indenture relating to
the conduct or affecting the liability of or affording protection to the Trustee
shall be subject to the provisions of this Article VII.

SECTION 7.01. Duties of the Trustee

(a) If an Event of Default known to the Trustee has occurred and is
continuing with respect to Securities of any series, the Trustee shall exercise
such of the rights and powers vested in it by this Indenture and use the same
degree of care and skill in their exercise as a prudent Person would exercise or
use under the circumstances in the conduct of his or her own affairs.

(b) Except during the continuance of an Event of Default known to
the Trustee:

(1) The duties of the Trustee shall be determined solely
by the express provisions of this Indenture and the Trustee need perform only
those duties that are specifically set forth in this Indenture and no others and
no implied covenants or obligations shall be read into this Indenture against
the Trustee; and

(2) In the absence of bad faith on its part, the Trustee
may conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon any statements, certificates or opinions
furnished to the Trustee and conforming to the requirements of this Indenture.
However, the Trustee shall examine the certificates and opinions to determine
whether or not they conform to the form required by this Indenture.

(c) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own willful
misconduct, except that:

(1) This paragraph does not limit the effect of paragraph
(b) of this Section;

(2) The Trustee shall not be liable for any error of
judgment made in good faith by a Trust Officer, unless it is proved that the
Trustee was negligent in ascertaining the pertinent facts; and

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(3) The Trustee shall not be liable with respect to any
action it takes or omits to take in good faith in accordance with a direction
received by it pursuant to Section 6.05.

(d) Whether or not therein expressly so provided, every provision of
this Indenture that is in any way related to the Trustee is subject to
paragraphs (a), (b) and (c) of this Section 7.01.

(e) No provision of this Indenture shall require the Trustee to
expend or risk its own funds or incur any financial liability in the performance
of any of its duties or the exercise of any of its rights and powers hereunder,
if it shall have reasonable grounds for believing that repayment of such funds
or adequate indemnity against such risk of liability is not reasonably assured
to it.

(f) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.

SECTION 7.02. Rights of the Trustee. 

(a) The Trustee may rely on and shall be protected in acting or
refraining from acting upon any resolution, Officers' Certificate, or any other
certificate, statement, instrument, opinion, report, notice, request, consent,
order, security or other document believed by it to be genuine and to have been
signed or presented by the proper Person. The Trustee need not investigate any
fact or matter contained therein.

(b) Any request, direction, order or demand of the Company mentioned
herein shall be sufficiently evidenced by an Officers' Certificate (unless other
evidence in respect thereof is herein specifically prescribed). In addition,
before the Trustee acts or refrains from acting, it may require an Officers'
Certificate, an Opinion of Counsel or both. The Trustee shall not be liable for
any action it takes or omits to take in good faith in reliance on such Officers'
Certificate or Opinion of Counsel. The Trustee may consult with counsel and the
written advice of such counsel or any Opinion of Counsel shall be full and
complete authorization and protection from liability in respect of any action
taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.

(c) The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through its attorneys and
agents and other Persons not regularly in its employ and shall not be
responsible for the misconduct or negligence of any attorney or agent appointed
with due care.

(d) The Trustee shall not be liable for any action it takes or omits
to take in good faith without negligence or willful misconduct which it believes
to be authorized or within its discretion, rights or powers.

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(e) Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Company shall be sufficient if
signed by Officers of the Company.

(f) The Trustee shall not be required to give any bond or surety in
respect of the performance of its powers and duties hereunder.

(g) The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request, order or
discretion of any of the holders of Securities of any series pursuant to the
provisions of this Indenture, unless such holders have offered to the Trustee
security or indemnity satisfactory to it against the costs, expenses and
liabilities which might be incurred therein or thereby.

(h) The Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, security or other
document unless requested in writing to do so by the holders of not less than a
majority in aggregate principal amount of the Securities of that series then
outstanding, provided that if the Trustee determines in its discretion to make
any such investigation, then it shall be entitled, upon reasonable prior notice
and during normal business hours, to examine the books and records and the
premises of the Company, personally or by agent or attorney, and the reasonable
expenses of every such examination shall be paid by the Company or, if paid by
the Trustee or any predecessor Trustee, shall be reimbursed by the Company upon
demand.

(i) The permissive rights of the Trustee to do things enumerated in
this Indenture shall not be construed as a duty and the Trustee shall not be
answerable for other than its negligence or willful misconduct.

SECTION 7.03. Individual Rights of the Trustee. Subject to Sections 7.10
and 7.11, the Trustee in its individual or any other capacity may become the
owner or pledgee of Securities of any series with the same rights it would have
if it were not the Trustee and may otherwise deal with the Company or an
Affiliate of the Company and receive, collect, hold and retain collections from
the Company with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights.

SECTION 7.04. Trustee's Disclaimer. The Trustee shall not be responsible
for and makes no representation as to the validity or adequacy of this Indenture
or the Securities of any series. It shall not be accountable for the Company's
use of the proceeds from the Securities of any series or any money paid to the
Company or upon the Company's direction under any provision of this Indenture.
It shall not be responsible for the use or application of any money received by
any Paying Agent other than the Trustee, and it shall not be responsible for any
statement or recital herein or any statement in the Securities of any series or
any other document in connection with the sale of such Securities or pursuant to
this Indenture other than its certificate of authentication.

SECTION 7.05. Notice of Defaults. If a Default or Event of Default
occurs and is continuing with respect to Securities of any series and if it is
known to the Trustee, the Trustee shall mail to each holder of a Security of
that series a notice of the Default or Event of Default within 60 

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days after it occurs. A Default or an Event of Default shall not be considered
known to the Trustee unless it is a Default or Event of Default in the payment
of principal or interest when due under Section 6.01(a) or (b) or the Trustee
shall have received notice thereof, in accordance with this Indenture, from the
Company or from the holders of a majority in principal amount of the outstanding
Securities of that series. Except in the case of a Default or Event of Default
in payment of principal of, premium, if any, or interest on any Security of any
series, the Trustee may withhold the notice if and so long as a committee of its
Trust Officers in good faith determines that withholding the notice is in the
interest of the holders of the Securities.

SECTION 7.06. Reports by the Trustee to Holders. Within 60 days after
the reporting date stated in Section 10.10, the Trustee shall mail to holders of
Securities of any series a brief report dated as of such reporting date that
complies with TIA Section 313(a) (but if no event described in TIA Section
313(a) has occurred within twelve months preceding the reporting date, no report
need be transmitted). The Trustee also shall comply with TIA Section 313(b)(2).
The Trustee shall also transmit by mail all reports as required by TIA Section
313(c).

A copy of each report at the time of its mailing to holders of
Securities of any series shall be filed, at the expense of the Company, by the
Trustee with the Commission and each stock exchange or securities market, if
any, on which the Securities of such series are listed. The Company shall timely
notify the Trustee when the Securities of that series are listed or quoted on
any stock exchange or securities market.

SECTION 7.07. Compensation and Indemnity. The Company shall pay to the
Trustee from time to time and the Trustee shall be entitled to reasonable
compensation for its acceptance of this Indenture and its services hereunder.
The Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee promptly
upon request for all reasonable disbursements, advances and expenses incurred or
made by or on behalf of it in addition to the compensation for its services.
Such expenses may include the reasonable compensation, disbursements and
expenses of the Trustee's agents, counsel and other persons not regularly in its
employ.

The Company shall indemnify the Trustee against any loss, liability or
expense incurred by it arising out of or in connection with the acceptance or
administration of its duties under this Indenture and the trusts hereunder,
including the costs and expenses of defending itself against or investigating
any claim of liability in the premises, except as set forth in the next
paragraph. The Trustee shall notify the Company promptly of any claim for which
it may seek indemnity. Failure by the Trustee to so notify the Company shall not
relieve the Company of its obligations hereunder. The Company shall defend the
claim with counsel designated by the Company, who may be outside counsel to the
Company but shall in all events be reasonably satisfactory to the Trustee, and
the Trustee shall cooperate in the defense. In addition, the Trustee may retain
one separate counsel and, if deemed advisable by such counsel, local counsel,
and the Company shall pay the reasonable fees and expenses of such separate
counsel and local counsel. The indemnification herein extends to any settlement,
provided that the Company will not be liable for any settlement made without its
consent, provided, further, that such consent will not be unreasonably withheld.

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The Company need not reimburse any expense or indemnify against any loss
or liability incurred by the Trustee through its own negligence or willful
misconduct.

The Trustee shall have a lien prior to Securities on any series on all
money or property held or collected by the Trustee to secure the Company's
payment obligations in this Section 7.07, except that held in trust to pay
principal and interest on Securities of that series. Such liens and the
Company's obligations under this Section 7.07 shall survive the satisfaction and
discharge of this Indenture.

When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(e) or (f) occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

SECTION 7.08. Replacement of the Trustee. A resignation or removal of
the Trustee and appointment of a successor Trustee shall become effective only
upon the successor Trustee's acceptance of appointment as provided in this
Section 7.08.

The Trustee may resign at any time and be discharged from the trust
hereby created by so notifying the Company. The holders of a majority in
principal amount of the then outstanding Securities of any series may remove the
Trustee by so notifying the Trustee and the Company in writing and may appoint a
successor Trustee. The Company may remove the Trustee if:

(1) the Trustee fails to comply with Section 7.10;

(2) the Trustee is adjudged a bankrupt or an insolvent or
an order for relief is entered with respect to the Trustee under any Bankruptcy
Law;

(3) a Custodian or public officer takes charge of the
Trustee or its property; or

(4) the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the holders
of a majority in principal amount of the then outstanding Securities of any
series may appoint a successor Trustee to replace the successor Trustee
appointed by the Company.

If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
holders of at least 10% in principal amount of the then outstanding Securities
of that series may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

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If the Trustee after written request by any holder of a Security who has
been a holder for at least six months fails to comply with Section 7.10, such
holder may petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to holders of Securities of that series. The retiring Trustee shall
promptly transfer all property held by it as Trustee to the successor Trustee,
provided that all sums owing to the retiring Trustee hereunder have been paid
and subject to the lien provided for in Section 7.07. Notwithstanding the
replacement of the Trustee pursuant to this Section 7.08, the Company's
obligations under Section 7.07 shall continue for the benefit of the retiring
Trustee with respect to expenses and liabilities incurred by it prior to such
replacement.

Upon request of any such successor Trustee, the Company shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights, powers and trusts referred to in the
preceding paragraph.

SECTION 7.09. Successor Trustee by Merger, etc. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all of its corporate trust business (including the trust created by this
Indenture) to, another corporation or national banking association, the
resulting, surviving or transferee corporation or national banking association
without any further act shall be the successor Trustee with the same effect as
if the successor Trustee had been named as the Trustee herein.

SECTION 7.10. Eligibility, Disqualification. This Indenture shall always
have a Trustee who satisfies the requirements of TIA Section 310(a)(1). The
Trustee shall always have a combined capital and surplus as stated in Section
10.10. The Trustee is subject to TIA Section 310(b) regarding the
disqualification of a trustee upon acquiring a conflicting interest.

SECTION 7.11. Preferential Collection of Claims Against Company. The
Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship set forth in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

ARTICLE VIII

SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 8.01. Discharge of Indenture When (a) the Company delivers to
the Trustee for cancellation all Securities theretofore authenticated (other
than any other Securities which have been destroyed, lost or stolen and in lieu
of or in substitution for which other Securities have been authenticated and
delivered) and not theretofore canceled, or (b) all the Securities not
theretofore canceled or delivered to the Trustee for cancellation have become
due and payable, or are by their 

-37-

terms will become due and payable at their Stated Maturity within one year or
are to be called for redemption within one year under arrangements satisfactory
to the Trustee for the giving of notice of redemption, and the Company deposits
with the Trustee, in trust, amounts sufficient to pay at Stated Maturity or upon
the Redemption Date of all of the Securities (other than any Securities which
have been mutilated, destroyed, lost or stolen and in lieu of or in substitution
for which other Securities have been authenticated and delivered) not
theretofore canceled or delivered to the Trustee for cancellation, including
principal and premium, if any, and interest due or to become due to such date of
Stated Maturity or Redemption Date, as the case may be, and if in either case
the Company also pays, or causes to be paid, all other sums payable hereunder by
the Company, then this Indenture shall cease to be of further effect (except as
to (i) rights of registration of transfer, substitution, replacement and
exchange and conversion of Securities, (ii) rights hereunder of holders of
Securities to receive payments of principal of and premium, if any, and interest
on, the Securities, (iii) the obligations under Sections 2.04 and 8.05 hereof
and (iv) the rights, obligations and immunities of the Trustee hereunder), and
the Trustee, on demand of the Company accompanied by an Officers' Certificate
and an Opinion of Counsel as required by Section 10.04 and at the Company's cost
and expense, shall execute proper instruments acknowledging satisfaction of and
discharging this Indenture; the Company, however, hereby agrees to reimburse the
Trustee for any costs or expenses thereafter reasonably and properly incurred by
the Trustee and to compensate the Trustee for any services thereafter reasonably
and properly rendered by the Trustee in connection with this Indenture or the
Securities.

SECTION 8.02. Deposited Monies to be Held in Trust by Trustee. Subject
to Section 8.04, all monies deposited with the Trustee pursuant to Section 8.01
shall be held in trust and applied by it to the payment, notwithstanding the
provisions of Article XI, either directly or through the Paying Agent, to the
holders of the particular Securities for the payment or redemption of which such
monies have been deposited with the Trustee, of all sums due and to become due
thereon for principal and interest, and premium, if any.

SECTION 8.03. Paying Agent to Repay Monies Held. Upon the satisfaction
and discharge of this Indenture, all monies then held by any Paying Agent (other
than the Trustee) shall, upon the Company's demand, be repaid to it or paid to
the Trustee, and thereupon such Paying Agent shall be released from all further
liability with respect to such monies.

SECTION 8.04. Return of Unclaimed Monies. Subject to the requirements of
applicable law, any monies deposited with or paid to the Trustee for payment of
the principal of, premium, if any, or interest on Securities and not applied but
remaining unclaimed by the holders thereof for two years after the date upon
which the principal of, premium, if any, or interest on such Securities, as the
case may be, have become due and payable, shall be repaid to the Company by the
Trustee on demand; provided, however, that the Company, or the Trustee at the
request of the Company, shall have first caused notice of such payment to the
Company to be mailed to each holder of a Security entitled thereto no less than
30 days prior to such payment and all liability of the Trustee shall thereupon
cease with respect to such monies; and the holder of any of the Securities shall
thereafter look only to the Company for any payment which such holder may be
entitled to collect unless an applicable abandoned property law designates
another Person.

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SECTION 8.05. Reinstatement. If the Trustee or the Paying Agent is
unable to apply any money in accordance with Section 8.02 by reason of any order
or judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company's obligations under this
Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to Section 8.01 until such time as the Trustee or
the Paying Agent is permitted to apply all such money in accordance with Section
8.02; provided, however, that if the Company makes any payment of interest on or
principal of any Security following the reinstatement of its obligations, the
Company shall be subrogated to the rights of the holders thereof to receive such
payment from the money held by the Trustee or Paying Agent.

ARTICLE IX

AMENDMENTS AND SUPPLEMENTAL INDENTURES

SECTION 9.01. Without the Consent of Holders. The Company and the
Trustee may amend this Indenture or the Securities or enter into one or more
indentures supplement hereto without notice to or the consent of any holder of a
Security for any series for the purposes of:

(a) curing any ambiguity or correcting or supplementing any
defective or inconsistent provision contained in this Indenture or making any
other changes in the provisions of this Indenture which the Company and the
Trustee may deem necessary or desirable provided such amendment does not
materially and adversely affect the legal rights under the Indenture of the
holders of Securities;

(b) evidencing the succession of another Person to the Company and
providing for the assumption by such successor of the covenants of the Company
thereunder and in the Securities of any series as permitted by Section 5.01;

(c) to add any additional Events of Default for the benefit of the
holders of all or any series of Securities (and if such additional Events of
Default are to be for the benefit of less than all series of Securities, stating
that such additional Events of Default are expressly being included solely for
the benefit of such series);

(d) to add to or change any of the provisions of this Indenture to
such extent as shall be necessary to permit or facilitate the issuance of
Securities in bearer form, registrable or not registrable as to principal, and
with or without interest coupons, or to permit or facilitate the issuance of
Securities in uncertificated form;

(e) to add to, change or eliminate any of the provisions of this
Indenture in respect of one or more series of Securities, provided that any such
addition, change or elimination (A) shall neither (i) apply to any Security of
any series created prior to the execution of such supplemental indenture and
entitled to the benefit of such provision nor (ii) modify the rights of the
Holder of any such Security with respect to such provision or (B) shall become
effective only when there is no such Security Outstanding;

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(f) to secure the Securities;

(g) to establish the form or terms of Securities of any series as
permitted by Sections 2.01 and 2.02;

(h) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of one or more
series and to add to or change any of the provisions of this Indenture as shall
be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, pursuant to the requirements of Section
7.08;

(i) to make provision with respect to the conversion rights of
Holders pursuant to the requirements of Article XII, including providing for the
conversion of the securities into any security (other than the Common Stock of
the Company) or property of the Company; or

(j) to supplement any of the provisions of the Indenture to such
extent as shall be necessary to permit or facilitate the defeasance and
discharge of any series of Securities pursuant to Articles VIII and XIV,
provided that any such action shall not adversely affect the interests of the
Holders of Securities of such series or any other series of Securities in any
material respect.

SECTION 9.02. With the Consent of Holders. Subject to Section 6.07, the
Company and the Trustee may amend this Indenture or the Securities or enter into
one or more indentures supplement hereto with the written consent of the holders
of at least a majority in principal amount of the then outstanding Securities of
such series (including consents obtained in connection with a tender offer or
exchange offer for Securities of that series).

Subject to Sections 6.04 and 6.07, the holders of a majority in
principal amount of the Securities then outstanding may also waive compliance in
a particular instance by the Company with any provision of this Indenture or the
Securities of any series.

However, without the consent of each holder of a Security of any series
affected, an amendment or waiver under this Section may not (with respect to any
Securities of such series held by a non-consenting holder):

(a) change the Stated Maturity of the principal of, or any
installment of principal of or interest on, any Security, or reduce the
principal amount thereof or the rate of interest thereon or any premium payable
upon the redemption thereof, or reduce the amount of the principal of an
Original Issue Discount Security or any other Security which would be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 6.02, or change any Place of Payment where, or the coin or currency in
which, any Security or any premium or interest thereon is payable, or impair the
right to institute suit for the enforcement of any such payment on or after the
Stated Maturity thereof (or, in the case of redemption, on or after the
Redemption Date), or modify the provisions of this Indenture with respect to the
subordination of such series of Securities in a manner adverse to the holders of
Securities of such series, or, in the case of Securities of any series that are
convertible into Securities or other securities of the Company, adversely affect
the right of 

-40-

holders to convert any of the Securities of such series other than as provided
in or pursuant to this Indenture;

(b) reduce the percentage in principal amount of the outstanding
Securities of any series, the consent of whose holders is required for any such
supplemental indenture, or the consent of whose holders is required for any
waiver (of compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences) provided for in this Indenture;

(c) modify any of the provisions of this Section, Section 4.09 or
Section 6.04, except to increase any such percentage or to provide that certain
other provisions of this Indenture cannot be modified or waived without the
consent of the holder of each Outstanding Security affected thereby; provided,
however, that this clause shall not be deemed to require the consent of any
holder with respect to changes in the references to "the Trustee" and
concomitant changes in this Section and Section 4.09, or the deletion of this
proviso, in accordance with the requirements of Sections 7.08 and 9.01(h); or

(d) if applicable, make any change that adversely affects the right
to convert any security as provided in Article XII or pursuant to Section 2.02
(except as permitted by Section 9.01(i)) or decrease the conversion rate or
increase the conversion price of any such security.

A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture which has expressly been included solely for
the benefit of one or more particular series of Securities, or which modifies
the rights of the Holders of Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

To secure a consent of the holders of Securities under this Section, it
shall not be necessary for such holders to approve the particular form of any
proposed amendment or waiver, but it shall be sufficient if such consent
approves the substance thereof.

After an amendment or waiver under this Section becomes effective, the
Company shall mail to holders of Securities of such series affected by the
amendment or waiver a notice briefly describing the amendment or waiver.

In order to amend any provisions of Article XI, holders of at least 75%
in aggregate principal amount of Securities of any series then outstanding must
consent to such amendment if such amendment would adversely affect the rights of
holders of Securities of such series.

SECTION 9.03. Compliance with the Trust Indenture Act. Every amendment
to this Indenture or the Securities shall be set forth in a supplemental
indenture that complies with the TIA as then in effect.

SECTION 9.04. Revocation and Effect of Consents. Until an amendment,
supplement or waiver becomes effective, a consent to it by a Holder of a
Security of any series is a continuing consent by the Holder and every
subsequent Holder of a Security or portion of a Security that 

-41-

evidences the same debt as the consenting Holder's Security, even if notation of
the consent is not made on any Security. However, any such Holder or subsequent
Holder may revoke the consent as to his or her Security or portion of a Security
if the Trustee receives the notice of revocation before the date on which the
Trustee receives an Officers' Certificate certifying that the Holders of the
requisite principal amount of Securities have consented to the amendment or
waiver.

The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders of Securities of any series entitled to
consent to any amendment or waiver. If a record date is fixed, then
notwithstanding the provisions of the immediately preceding paragraph, those
Persons who were holders of Securities of such series at such record date (or
their duly designated proxies), and only those Persons, shall be entitled to
consent to such amendment or waiver or to revoke any consent previously given,
whether or not such Persons continue to be holders after such record date. No
consent shall be valid or effective for more than 90 days after such record date
unless consents from Holders of the principal amount of Securities of such
series required hereunder for such amendment or waiver to be effective shall
have also been given and not revoked within such 90-day period.

After an amendment, supplement or waiver becomes effective it shall bind
every Holder of a Security of that series, unless it is of the type described in
clauses (a) through (d) of Section 9.02. In such case, the amendment or waiver
shall bind each Holder of a Security who has consented to it and every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder's Security.

SECTION 9.05. Notation on or Exchange of Securities. Securities of any
series authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article IX may, and shall if required by the Trustee,
bear a notation in the form approved by the Trustee as to any matter provided
for in such supplemental indenture. If the Company shall so determine, new
Securities of any series so modified as to conform, in the opinion of the
Company and the Trustee, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for outstanding Securities of such series without charge to the Holders
of the Securities of such series, except as specified in Section 2.07.

SECTION 9.06. Effect of Supplemental Indentures. Upon the execution of
any supplemental indenture under this Article, this Indenture shall be modified
in accordance therewith, and such supplemental indenture shall form a part of
this Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.

SECTION 9.07. Trustee Protected. The Trustee shall sign any amendment or
supplemental indenture authorized pursuant to this Article IX if such amendment
or supplemental indenture does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. If it does, the Trustee may, but need
not, sign it. In signing such amendment or supplemental indenture, the Trustee
shall be entitled to receive, and shall be fully protected in relying upon, an
Officers' Certificate and an Opinion of Counsel as conclusive evidence that such
amendment or supplemental 

-42-

indenture is authorized or permitted by this Indenture, that it is not
inconsistent herewith, and that it will be valid and binding upon the Company in
accordance with its terms.

SECTION 9.08. Subordination Unimpaired. No provision in any supplemental
indenture that affects the superior position of the holders of Senior Debt shall
be effective against holders of Senior Debt.

ARTICLE X

GENERAL PROVISIONS

SECTION 10.01. Trust Indenture Act Controls. If any provision of this
Indenture limits, qualifies or conflicts with the duties imposed by TIA Section
318(c), such duties imposed by such Section of the TIA shall control. If any
provision of this Indenture expressly modifies or excludes any provision of the
TIA that may be so modified or excluded, the Indenture provision so modifying or
excluding such provision of the TIA shall be deemed to apply.

SECTION 10.02. Notices. Any notice or communication by the Company or
the Trustee to the other is duly given if in writing and delivered in person or
mailed by first-class mail, with postage prepaid (registered or certified,
return receipt requested), or sent by facsimile or overnight air couriers
guaranteeing next day delivery, to the other's address as stated in Section
10.10. The Company or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to holders of
Securities) shall be deemed to have been duly given at the time delivered by
hand, if Personally delivered; five Business Days after being deposited in the
mail, postage prepaid, if mailed; when transmission is confirmed, if transmitted
by facsimile; and the next Business Day after timely delivery to the courier, if
sent by overnight air courier guaranteeing next day delivery. Notwithstanding
the foregoing, all notices to the Trustee shall be effective only upon receipt
by a Trust Officer.

Any notice or communication to a holder of a Security of any series
shall be mailed by first-class mail, with postage prepaid, to his or her address
shown on the Register kept by the Registrar. Failure to mail a notice or
communication to a holder or any defect in it shall not affect its sufficiency
with respect to other holders.

If a notice or communication is sent in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives it.

If the Company sends a notice or communication to holders of Securities
of any series, it shall send a copy to the Trustee and each Agent at the same
time.

All notices or communications shall be in writing.

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SECTION 10.03.Communication by Holders With Other Holders. Holders may
communicate pursuant to TIA Section 312(b) with other holders with respect to
their rights under this Indenture or the Securities. The Company, the Trustee,
the Registrar and anyone else shall have the protection of TIA Section 312(c).

SECTION 10.04.Certificate and Opinion as to Conditions Precedent. Upon
any request or application by the Company to the Trustee to take any action
under this Indenture, the Company shall furnish to the Trustee:

(1) an Officers' Certificate in form and substance
reasonably satisfactory to the Trustee (which shall include the statements set
forth in Section 10.05) stating that, in the opinion of such person, all
conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been complied with; and

(2) an Opinion of Counsel in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 10.05) stating that, in the opinion of such counsel, all such conditions
precedent and covenants have been complied with.

SECTION 10.05.Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than a certificate provided pursuant to
TIA Section 314(a)(4)) shall include:

(1) a statement that the person making such certificate or
opinion has read such covenant or condition;

(2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based;

(3) a statement that, in the opinion of such person, he or
she has made such examination or investigation as is necessary to enable him or
her to express an informed opinion as to whether or not such covenant or
condition has been complied with; and

(4) a statement as to whether or not, in the opinion of
such person, such condition or covenant has been complied with.

Any Officers' Certificate may be based, insofar as it relates to legal
matters, upon an Opinion of Counsel, unless such Officer knows that the opinion
with respect to the matters upon which his or her certificate may be based as
aforesaid is erroneous. Any Opinion of Counsel may be based, insofar as it
relates to factual matters, upon certificates, statements or opinions of, or
representations by an officer or officers of the Company, or other Persons or
firms deemed appropriate by such counsel, unless such counsel knows that the
certificates, statements or opinions or representations with respect to the
matters upon which his or her opinion may be based as aforesaid are erroneous.

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Any Officers' Certificate, statement or Opinion of Counsel may be based,
insofar as it relates to accounting matters, upon a certificate or opinion of or
representation by an accountant (who may be an employee of the Company), or firm
of accountants, unless such Officer or counsel, as the case may be, knows that
the certificate or opinion or representation with respect to the accounting
matters upon which his or her certificate, statement or opinion may be based as
aforesaid is erroneous.

SECTION 10.06. Rules by Trustee and Agents. The Trustee may make
reasonable rules for action by, or a meeting of, holders of Securities. The
Registrar or Paying Agent may make reasonable rules and set reasonable
requirements for its functions.

SECTION 10.07. Legal Holidays. A "Legal Holiday" is a Saturday, a Sunday
or a day on which banking institutions in the City of New York, the city in
which the Corporate Trust Office of the Trustee is located or the City of San
Jose, California are not required to be open, and a "Business Day" is any day
that is not a Legal Holiday. If a payment date is a Legal Holiday at a place of
payment, payment may be made at that place on the next succeeding day that is
not a Legal Holiday, and no interest shall accrue for the intervening period. If
any date specified in this Indenture (notwithstanding any other provision of
this Indenture or the Securities (other than a provision of any Security which
specifically states that such provision shall apply in lieu of this Section)) is
a Legal Holiday, then such date shall be the next succeeding Business Day.

SECTION 10.08. No Recourse Against Others. No director, officer,
employee or stockholder, as such, of the Company from time to time shall have
any liability for any obligations of the Company under Securities of any series
or this Indenture or for any claim based on, in respect of, or by reason of such
obligations or their creation. Each holder by accepting a Security waives and
releases all such liability. This waiver and release are part of the
consideration for the Securities. Each of such directors, officers, employees
and stockholders is a third party beneficiary of this Section 10.08.

SECTION 10.09. Counterparts. This Indenture may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.

SECTION 10.10. Other Provisions. The Company initially appoints the
Trustee as Paying Agent, Registrar and authenticating agent.

The reporting date for Section 7.06 is May 15 of each year. The first
reporting date is the May 15 following the issuance of Securities of any series
hereunder.

The Trustee shall always have, or shall be a Subsidiary of a bank or
bank holding company which has, a combined capital and surplus of at least
$50,000,000 as set forth in its most recent published annual report of
condition.

The Company's address is:

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Amkor Technology, Inc.
1345 Enterprise Drive
West Chester, PA  19380
Attention: Chief Financial Officer
Facsimile: (610) 431-9967
Telephone: (610) 431-9600

The Trustee's address is:

State Street Bank and Trust Company
2 Avenue de Lafayette, 6th Floor
Boston,  MA  02111
Facsimile: (617) 662-1465
Telephone: (617) 662-1684
Attention: Corporate Trust Department (Amkor Technology, Inc. -- 
Subordinated Debt Securities)

SECTION 10.11. Governing Law. The internal laws of the State of New York
shall govern this Indenture and the Securities, without regard to the conflict
of laws provisions thereof.

SECTION 10.12. No Adverse Interpretation of Other Agreements. This
Indenture may not be used to interpret another indenture, loan or debt agreement
of the Company or a Subsidiary of the Company. Any such other indenture, loan or
debt agreement may not be used to interpret this Indenture.

SECTION 10.13. Successors. All agreements of the Company in this
Indenture and the Securities shall bind its successor. All agreements of the
Trustee in this Indenture shall bind its successor.

SECTION 10.14. Severability. In case any provision in this Indenture or
in the Securities of any series shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

SECTION 10.15. Table of Contents, Headings, Etc. The Table of Contents,
Cross-Reference Table and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be
considered a part hereof and shall in no way modify or restrict any of the terms
or provisions hereof.

ARTICLE XI

SUBORDINATION

SECTION 11.01. Agreement to Subordinate. Except as otherwise provided in
a supplemental indenture or pursuant to Section 2.02, the Company agrees, and
each holder of Securities issued hereunder by accepting a Security agrees, that
the indebtedness evidenced by the 

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Security will be subordinated in right of payment, to the extent and in the
manner provided in this Article XI, to the prior payment in full in cash or
payment satisfactory to holders of Senior Debt of all Senior Debt (whether
outstanding on the Issue Date or thereafter created, incurred, assumed or
guaranteed), and that the subordination is for the benefit of the holders of
Senior Debt. The Company agrees, and each holder of Securities by accepting a
Security agrees, that any indebtedness evidenced by the Security will be pari
passu in right of payment to the Existing Convertible Notes.

SECTION 11.02. Liquidation; Dissolution; Bankruptcy. Upon any
distribution to creditors of the Company in a liquidation or dissolution of the
Company or in a bankruptcy, reorganization, insolvency, receivership or similar
proceeding relating to the Company or its property, in an assignment for the
benefit of creditors or any marshaling of the Company's assets and liabilities:

(1) holders of Senior Debt shall be entitled to receive
payment in full of all Obligations due in respect of such Senior Debt (including
interest, after the commencement of any such proceeding at the rate specified in
the applicable Senior Debt) in cash or other payment satisfactory to the holders
of the Senior Debt before holders of any Securities would be entitled to receive
any payment with respect to the Securities of any series; and

(2) until all Senior Debt is paid in full in cash or other
payment satisfactory to the holders of the Senior Debt, any distribution to
which holders of Securities of any series would be entitled but for this Article
XI shall be made to holders of Senior Debt, as their interests may appear.

SECTION 11.03. Default on Senior Debt and/or Designated Senior Debt. No
payment or distribution may be made by the Company to the Trustee or any holder
of Securities of any series in respect of Obligations with respect to Securities
of any series and the Company may not acquire from the Trustee or any holder of
Securities any Securities until all Senior Debt has been paid in full in cash or
other payment satisfactory to the holders of the Senior Debt if:

(i) a default in the payment of any principal of, premium, if
any, interest, rent or other Obligations in respect of Senior Debt occurs and is
continuing beyond any applicable grace period in the agreement, indenture or
other document governing such Senior Debt; or

(ii) a default, other than a payment default, on Designated
Senior Debt occurs and is continuing that then permits holders of such
Designated Senior Debt to accelerate its maturity and the Trustee receives a
notice of the default (a "Payment Blockage Notice") from a Person who may give
it pursuant to Section 11.11 hereof.

If the Trustee receives any Payment Blockage Notice pursuant to Section
11.03 (ii) hereof, no subsequent Payment Blockage Notice shall be effective for
purposes of such Section unless and until at least 365 days shall have elapsed
since the effectiveness of the immediately prior Payment Blockage Notice. No
nonpayment default that existed or was continuing on the date of delivery of any
Payment Blockage Notice to the Trustee shall be, or be made, the basis for a
subsequent Payment Blockage Notice.

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The Company may and shall resume payments on and distributions in
respect of the Securities and may acquire them upon the earlier of:

(1) in the case of a payment default, upon the date upon
which the default is cured or waived or ceases to exist, or

(2) in the case of a nonpayment default referred to in
Section 11.03(ii) hereof, the earlier of the date upon which the default is
cured or waived ceases to exist or 179 days after notice is received if the
maturity of such Designated Senior Debt has not been accelerated,

if this Article XI otherwise permits the payment, distribution or acquisition at
the time of such payment or acquisition.

SECTION 11.04. Acceleration of Securities. In the event of the
acceleration of the Securities because of an Event of Default, the Company may
not make any payment or distribution to the Trustee or any holder of Securities
in respect of Obligations with respect to Securities and may not acquire or
purchase from the Trustee or any holder of Securities any Securities until all
Senior Debt has been paid in full in cash or other payment satisfactory to the
holders of Senior Debt or such acceleration is rescinded in accordance with the
terms of this Indenture.

If payment of the Securities is accelerated because of an Event of
Default, the Company or the Trustee shall promptly notify holders of Senior Debt
or trustee(s) of such Senior Debt of the acceleration.

SECTION 11.05. When Distribution Must Be Paid Over. In the event that
the Trustee, any holder of Securities or any other Person receives any payment
or distributions of assets of the Company of any kind with respect to the
Securities in contravention of any terms contained in this Indenture, whether in
cash, property or securities, including, without limitation by way of set-off or
otherwise, then such payment shall be held by the recipient in trust for the
benefit of holders of Senior Debt, and shall be immediately paid over and
delivered to the holders of Senior Debt or the representative(s), to the extent
necessary to make payment in full of all Senior Debt remaining unpaid, after
giving effect to any concurrent payment or distribution or provision therefore,
to or for the holders of Senior Debt; provided that the foregoing shall apply to
the Trustee only if the Trustee has actual knowledge (as determined in
accordance with Section 11.11) that such payment or distribution is prohibited
by this Indenture.

With respect to the holders of Senior Debt, the Trustee undertakes to
perform only such obligations on the part of the Trustee as are specifically set
forth in this Article XI, and no implied covenants or obligations with respect
to the holders of Senior Debt shall be read into this Indenture against the
Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt, and shall not be liable to any such holders if the
Trustee shall pay over or distribute to or on behalf of holders of Securities or
the Company or any other Person money or assets to which any holders of Senior
Debt shall be entitled by virtue of this Article XI, except if such payment is
made as a result of the willful misconduct or gross negligence of the Trustee.

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SECTION 11.06. Notice by Company. The Company shall promptly notify the
Trustee of any facts known to the Company that would cause a payment of any
Obligations with respect to the Securities or the purchase of any Securities by
the Company to violate this Article XI, but failure to give such notice shall
not affect the subordination of the Securities to the Senior Debt as provided in
this Article XI.

SECTION 11.07. Subrogation. After all Senior Debt is paid in full and
until the Securities are paid in full, holders of Securities shall be subrogated
(equally and ratably with all other indebtedness pari passu with the Securities)
to the rights of holders of Senior Debt to receive distributions applicable to
Senior Debt to the extent that distributions otherwise payable to the holders of
Securities have been applied to the payment of Senior Debt. A distribution made
under this Article XI to holders of Senior Debt that otherwise would have been
made to holders of Securities is not, as between the Company and holders of
Securities, a payment by the Company on the Securities.

SECTION 11.08. Relative Rights. This Article XI defines the relative
rights of holders of Securities and holders of Senior Debt. Nothing in this
Indenture shall:

(1) impair, as between the Company and holders of
Securities, the obligation of the Company, which is absolute and unconditional,
to pay principal of, premium, if any, and interest on the Securities in
accordance with their terms;

(2) affect the relative rights of holders of Securities
and creditors (other than with respect to Senior Debt) of the Company, other
than their rights in relation to holders of Senior Debt; or

(3) prevent the Trustee or any holder of Securities from
exercising its available remedies upon a Default or Event of Default, subject to
the rights of holders and owners of Senior Debt to receive distributions and
payments otherwise payable to holders of Securities.

If the Company fails because of this Article XI to pay principal of or
interest on a Security on the due date, the failure is still a Default or Event
of Default.

SECTION 11.09. Subordination May Not Be Impaired by Company. No right of
any holder of Senior Debt to enforce the subordination of the indebtedness
evidenced by the Securities shall be impaired by any act or failure to act by
the Company or any holder of Securities or by the failure of the Company or any
such holder to comply with this Indenture.

SECTION 11.10. Distribution or Notice to Representative. Whenever a
distribution is to be made or a notice given to holders of Senior Debt, the
distribution may be made and the notice given to their Representative.

Upon any payment or distribution of assets of the Company referred to in
this Article XI, the Trustee and the holders of Securities shall be entitled to
rely upon any order or decree made by any court of competent jurisdiction or
upon any certificate of such Representative or of the liquidating 

-49-

trustee or agent or other Person making any distribution to the Trustee or to
the holders of Securities for the purpose of ascertaining the Persons entitled
to participate in such distribution, the holders of the Senior Debt and other
indebtedness of the Company, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article XI.

SECTION 11.11. Rights of Trustee and Paying Agent. Notwithstanding the
provisions of this Article XI or any other provision of this Indenture, the
Trustee shall not be charged with knowledge of the existence of any facts that
would prohibit the making of any payment or distribution by the Trustee (other
than pursuant to Section 11.04), and the Trustee may continue to make payments
on the Securities, unless a Trust Officer shall have received at least two
Business Days prior to the date of such payment or distribution written notice
of facts that would cause such payment or distribution with respect to the
Securities to violate this Article XI. Only the Company or a Representative may
give the notice.

Nothing in this Article XI shall impair the claims of, or payments to,
the Trustee under or pursuant to Section 7.07 hereof.

The Trustee in its individual or any other capacity may hold Senior Debt
with the same rights it would have if it were not Trustee. Any Agent may do the
same with like rights.

SECTION 11.12. Authorization to Effect Subordination. Each holder of a
Security by the holder's acceptance thereof authorizes and directs the Trustee
on the holder's behalf to take such action as may be necessary or appropriate to
effectuate the subordination as provided in this Article XI, and appoints the
Trustee to act as the holder's attorney-in-fact for any and all such purposes.
If the Trustee does not file a proper proof of claim or proof of debt in the
form required in any proceeding referred to in Section 6.09 hereof at least 30
days before the expiration of the time to file such claim, the holders of any
Senior Debt or their Representatives are hereby authorized to file an
appropriate claim for and on behalf of the holders of the Securities.

SECTION 11.13. Article Applicable to Paying Agents. In case at any time
any Paying Agent other than the Trustee shall have been appointed by the Company
and be then acting hereunder, the term "Trustee" as used in this Article XI
shall in such case (unless the context otherwise requires) be construed as
extending to and including such Paying Agent within its meaning as fully for all
intents and purposes as if such Paying Agent were named in this Article XI in
addition to or in place of the Trustee; provided, however, that the second and
third paragraphs of Section 11.11 shall not apply to the Company or any
Subsidiary of the Company if it or such Subsidiary acts as Paying Agent.

SECTION 11.14. Senior Debt Entitled to Rely. The holders of Senior Debt
shall have the right to rely upon this Article XI, and no amendment or
modification of the provisions contained herein shall diminish the rights of
such holders unless such holders shall have agreed in writing thereto.

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SECTION 11.15. Permitted Payments. Notwithstanding anything to the
contrary in this Article XI, the holders of Securities may receive and retain at
any time on or prior to the Maturity Date (i) securities that are subordinated
to at least the same extent as the Securities to (a) Senior Debt and (b) any
securities issued in exchange for Senior Debt and (ii) payments and other
distributions made from any trust created pursuant to Section 8.01 hereof.

[SECTION 11.16. Certain Conversions Deemed Payment. For the purposes of
this Article XI only, (1) the issuance and delivery of junior securities upon
conversion of Securities in accordance with Article XII shall not be deemed to
constitute a payment or distribution on account of the principal of (or premium,
if any) or interest on Securities or on account of the purchase or other
acquisition of Securities, and (2) the payment, issuance or delivery of cash
(except in satisfaction of fractional shares pursuant to Section 12.03),
property or securities (other than junior securities) upon conversion of a
Security shall be deemed to constitute payment on account of the principal of
such Security. For the purposes of this Section 11.16, the term "junior
securities" means (a) shares of any stock of any class of the Company, or (b)
securities of the Company which are subordinated in right of payment to all
Senior Debt which may be outstanding at the time of issuance or delivery of such
securities to substantially the same extent as, or to a greater extent than, the
Securities are so subordinated as provided in this Article. Nothing contained in
this Article XI or elsewhere in this Indenture or in the Securities is intended
to or shall impair, as among the Company, its creditors other than holders of
Senior Debt and the Holders of Securities, the right, which is absolute and
unconditional, of the Holder of any Security to convert such Security in
accordance with Article XII.]

ARTICLE XII

CONVERSION OF SECURITIES

SECTION 12.01. Applicability of Article. The provisions of this Article
shall be applicable to the Securities of any series which are convertible into
shares of Common Stock of the Company, and the issuance of such shares of Common
Stock upon the conversion of such Securities, except as otherwise specified as
contemplated by Section 2.02 for the Securities of such series.

SECTION 12.02. Exercise of Conversion Privilege. In order to exercise a
conversion privilege, the holder of a Security of a series with such a privilege
shall surrender such Security to the Company at the office or agency maintained
for that purpose pursuant to Section 4.03, accompanied by a duly executed
conversion notice to the Company substantially in the form set forth in Exhibit
A stating that the holder elects to convert such Security or a specified portion
thereof. Such notice shall also state, if different from the name and address of
such holder, the name or names (with address) in which the certificate or
certificates for shares of Common Stock, which shall be issuable on such
conversion, shall be issued. Securities surrendered for conversion shall (if so
required by the Company or the Trustee) be duly endorsed by or accompanied by
instruments of transfer in forms satisfactory to the Company and the Trustee
duly executed by the registered holder or its attorney duly authorized in
writing; and Securities so surrendered for conversion (in whole or in part)
during the period from the close of business on any Regular Record Date to the
opening of 

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business on the next succeeding Interest Payment Date (excluding Securities or
portions thereof called for redemption during the period beginning at the close
of business on a Regular Record Date and ending at the opening of business on
the first Business Day after the next succeeding Interest Payment Date, or if
such Interest Payment Date is not a Business Day, the second such Business Day)
shall also be accompanied by payment in funds acceptable to the Company of an
amount equal to the interest payable on such Interest Payment Date on the
principal amount of such Security then being converted, and such interest shall
be payable to such registered holder notwithstanding the conversion of such
Security, subject to the provisions of Section 2.13 relating to the payment of
Defaulted Interest by the Company. As promptly as practicable after the receipt
of such notice and of any payment required pursuant to a Board Resolution and,
subject to Section 2.03, set forth, or determined in the manner provided, in an
Officers' Certificate, or established in one or more indentures supplemental
hereto setting forth the terms of such series of Security, and the surrender of
such Security in accordance with such reasonable regulations as the Company may
prescribe, the Company shall issue and shall deliver, at the office or agency at
which such Security is surrendered, to such holder or on its written order, a
certificate or certificates for the number of full shares of Common Stock
issuable upon the conversion of such Security (or specified portion thereof), in
accordance with the provisions of such Board Resolution, Officers' Certificate
or supplemental indenture, and cash as provided therein in respect of any
fractional share of such Common Stock otherwise issuable upon such conversion.
Such conversion shall be deemed to have been effected immediately prior to the
close of business on the date on which such notice and such payment, if
required, shall have been received in proper order for conversion by the Company
and such Security shall have been surrendered as aforesaid (unless such holder
shall have so surrendered such Security and shall have instructed the Company to
effect the conversion on a particular date following such surrender and such
holder shall be entitled to convert such Security on such date, in which case
such conversion shall be deemed to be effected immediately prior to the close of
business on such date) and at such time the rights of the holder of such
Security as such Security Holder shall cease and the person or persons in whose
name or names any certificate or certificates for shares of Common Stock of the
Company shall be issuable upon such conversion shall be deemed to have become
the holder or holders of record of the shares represented thereby. Except as set
forth above, no payment or adjustment shall be made upon any conversion on
account of any interest accrued on the Securities (or any part thereof)
surrendered for conversion or on account of any dividends on the Common Stock of
the Company issued upon such conversion.

In the case of any Security which is converted in part only, upon such
conversion the Company shall execute and the Trustee shall authenticate and
deliver to or on the order of the holder thereof, at the expense of the Company,
a new Security or Securities of the same series, of authorized denominations, in
aggregate principal amount equal to the unconverted portion of such Security.

SECTION 12.03. Cash Payments in Lieu of Fractional Shares. No fractional
shares of Common Stock or scrip representing fractional shares shall be issued
upon conversion of Securities. If more than one Security shall be surrendered
for conversion at one time by the same holder, the number of full shares which
shall be issuable upon conversion shall be computed on the basis of the
aggregate principal amount of the Securities (or specified portions thereof to
the extent permitted 

-52-

hereby) so surrendered for conversion. If any fractional share of stock
otherwise would be issuable upon the conversion of any Security or Securities,
the Company shall make an adjustment therefore in cash based upon the Current
Market Price of the Common Stock on the last trading day prior to the date of
conversion.

SECTION 12.04. Taxes on Shares Issued. The issue of stock certificates
on conversions of Securities shall be made without charge to the converting
holder for any tax in respect of the issue thereof. The Company shall not,
however, be required to pay any tax which may be payable in respect of any
transfer involved in the issue and delivery of stock in any name other than that
of the holder of any Security converted, and the Company shall not be required
to issue or deliver any such stock certificate unless and until the Person or
Persons requesting the issue thereof shall have paid to the Company the amount
of such tax or shall have established to the satisfaction of the Company that
such tax has been paid.

SECTION 12.05. Adjustment of Conversion Price. The Conversion Price shall
be adjusted from time to time by the Company as follows:

(a) If the Company shall hereafter pay a dividend or make a
distribution to all holders of the outstanding Common Stock in shares of Common
Stock, the Conversion Price in effect at the opening of business on the date
following the Record Date (as defined in Section 12.05(g)) fixed for the
determination of stockholders entitled to receive such dividend or other
distribution shall be reduced by multiplying such Conversion Price by a fraction
of which the numerator shall be the number of shares of Common Stock outstanding
at the close of business on the Record Date fixed for such determination and the
denominator shall be the sum of such number of shares and the total number of
shares constituting such dividend or other distribution, such reduction to
become effective immediately after the opening of business on the day following
the Record Date. If any dividend or distribution of the type described in this
Section 12.05(a) is declared but not so paid or made, the Conversion Price shall
again be adjusted to the Conversion Price which would then be in effect if such
dividend or distribution had not been declared.

(b) If the outstanding shares of Common Stock shall be subdivided
into a greater number of shares of Common Stock, the Conversion Price in effect
at the opening of business on the day following the day upon which such
subdivision becomes effective shall be proportionately reduced, and, conversely,
if the outstanding shares of Common Stock shall be combined into a smaller
number of shares of Common Stock, the Conversion Price in effect at the opening
of business on the day following the day upon which such combination becomes
effective shall be proportionately increased, such reduction or increase, as the
case may be, to become effective immediately after the opening of business on
the day following the day upon which such subdivision or combination becomes
effective.

(c) If the Company shall issue rights or warrants to all or
substantially all holders of its outstanding shares of Common Stock entitling
them to subscribe for or purchase shares of Common Stock at a price per share
less than the Current Market Price (as defined in Section 12.05(g)) on the
Record Date fixed for the determination of stockholders entitled to receive such
rights or warrants, the Conversion Price shall be adjusted so that the same
shall equal the price 

-53-

determined by multiplying the Conversion Price in effect at the opening of
business on the date after such Record Date by a fraction of which the numerator
shall be the number of shares of Common Stock outstanding at the close of
business on the Record Date plus the number of shares which the aggregate
offering price of the total number of shares so offered would purchase at such
Current Market Price, and of which the denominator shall be the number of shares
of Common Stock outstanding on the close of business on the Record Date plus the
total number of additional shares of Common Stock so offered for subscription or
purchase. Such adjustment shall become effective immediately after the opening
of business on the day following the Record Date fixed for determination of
stockholders entitled to receive such rights or warrants. To the extent that
shares of Common Stock are not delivered pursuant to such rights or warrants,
upon the expiration or termination of such rights or warrants the Conversion
Price shall be readjusted to be the Conversion Price which would then be in
effect had the adjustments made upon the issuance of such rights or warrants
been made on the basis of delivery of only the number of shares of Common Stock
actually delivered. If such rights or warrants are not so issued, the Conversion
Price shall again be adjusted to be the Conversion Price which would then be in
effect if such Record Date fixed for the determination of stockholders entitled
to receive such rights or warrants had not been fixed. In determining whether
any rights or warrants entitle the holders to subscribe for or purchase shares
of Common Stock at less than such Current Market Price, and in determining the
aggregate offering price of such shares of Common Stock, there shall be taken
into account any consideration received for such rights or warrants, with the
value of such consideration, if other than cash, to be determined by the Board
of Directors.

(d) If the Company shall, by dividend or otherwise, distribute to
all holders of its Common Stock shares of any class of capital stock of the
Company (other than any dividends or distributions to which Section 12.05(a)
applies) or evidences of its indebtedness, cash or other assets (including
securities, but excluding (i) any rights or warrants of a type referred to in
Section 12.05(c) and (ii) dividends and distributions paid exclusively in cash)
(the foregoing hereinafter in this Section 12.05(d) called the "Distributions"),
then, in each such case, the Conversion Price shall be reduced so that the same
shall be equal to the price determined by multiplying the Conversion Price in
effect immediately prior to the close of business on the Record Date (as defined
in Section 12.05(g)) with respect to such distribution by a fraction of which
the numerator shall be the Current Market Price (determined as provided in
Section 12.05(g)) on such date less the fair market value (as determined by the
Board of Directors, whose determination shall be conclusive and described in a
resolution of the Board of Directors) on such date of the portion of the
Distributions so distributed applicable to one share of Common Stock and the
denominator shall be such Current Market Price, such reduction to become
effective immediately prior to the opening of business on the day following the
Record Date; provided, however, that in the event the then fair market value (as
so determined) of the portion of the Distributions so distributed applicable to
one share of Common Stock is equal to or greater than the Current Market Price
on the Record Date, in lieu of the foregoing adjustment, adequate provision
shall be made so that each holder of Securities shall have the right to receive
upon conversion of a Security (or any portion thereof) the amount of
Distributions such holder would have received had such holder converted such
Security (or portion thereof) immediately prior to such Record Date. If such
dividend or distribution is not so paid or made, the Conversion Price shall
again be adjusted to be the Conversion Price which would then be 

-54-

in effect if such dividend or distribution had not been declared. If the Board
of Directors determines the fair market value of any distribution for purposes
of this Section 12.05(d) by reference to the actual or when issued trading
market for any securities comprising all or part of such distribution, it must
in doing so consider the prices in such market over the same period used in
computing the Current Market Price pursuant to Section 12.05(g) to the extent
possible.

Notwithstanding any other provision of this Section 12.05(d) to the
contrary, rights, warrants, evidences of indebtedness, other securities, cash or
other assets (including, without limitation, any rights distributed pursuant to
any stockholder rights plan) shall be deemed not to have been distributed for
purposes of this Section 12.05(d) if the Company makes proper provision so that
each holder of Securities who converts a Security (or any portion thereof) after
the Record Date fixed for determination of stockholders entitled to receive such
distribution shall be entitled to receive upon such conversion, in addition to
the shares of Common Stock issuable upon such conversion, the amount and kind of
such distributions that such holder would have been entitled to receive if such
holder had, immediately prior to such determination date, converted such
Security into Common Stock.

Rights or warrants distributed by the Company to all holders of Common
Stock entitling the holders thereof to subscribe for or purchase shares of the
Company's capital stock (either initially or under certain circumstances), which
rights or warrants, until the occurrence of a specified event or events
("Trigger Event"): (i) are deemed to be transferred with such shares of Common
Stock; (ii) are not exercisable; and (iii) are also issued in respect of future
issuances of Common Stock, shall be deemed not to have been distributed for
purposes of this Section 12.05(d) (and no adjustment to the Conversion Price
under this Section 12.05(d) shall be required) until the occurrence of the
earliest Trigger Event, whereupon such rights and warrants shall be deemed to
have been distributed and an appropriate adjustment to the Conversion Price
under this Section 12.05(d) shall be made. If any such rights or warrants,
including any such existing rights or warrants distributed prior to the Issue
Date, are subject to subsequent events, upon the occurrence of each of which
such rights or warrants shall become exercisable to purchase different
securities, evidences of indebtedness or other assets, then the occurrence of
each such event shall be deemed to be such date of issuance and Record Date with
respect to new rights or warrants (and a termination or expiration of the
existing rights or warrants without exercise by the holder thereof). In
addition, in the event of any distribution (or deemed distribution) of rights or
warrants, or any Trigger Event with respect thereto, that was counted for
purposes of calculating a distribution amount for which an adjustment to the
Conversion Price under this Section 12.05 was made, (1) in the case of any such
rights or warrants which shall all have been redeemed or repurchased without
exercise by any holders thereof, the Conversion Price shall be readjusted upon
such final redemption or repurchase to give effect to such distribution or
Trigger Event, as the case may be, as though it were a cash distribution, equal
to the per share redemption or repurchase price received by a holder or holders
of Common Stock with respect to such rights or warrants (assuming such holder
had retained such rights or warrants), made to all holders of Common Stock as of
the date of such redemption or repurchase, and (2) in the case of such rights or
warrants which shall have expired or been terminated without exercise by any
holders thereof, the Conversion Price shall be readjusted as if such rights and
warrants had not been issued.

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For purposes of this Section 12.05(d) and Sections 12.05(a) and (c), any
dividend or distribution to which this Section 12.05(d) is applicable that also
includes shares of Common Stock, or rights or warrants to subscribe for or
purchase shares of Common Stock to which Section 12.05(c) applies (or both),
shall be deemed instead to be (1) a dividend or distribution of the evidences of
indebtedness, assets, shares of capital stock, rights or warrants other than
such shares of Common Stock or rights or warrants to which Section 12.05(c)
applies (and any Conversion Price reduction required by this Section 12.05(d)
with respect to such dividend or distribution shall then be made) immediately
followed by (2) a dividend or distribution of such shares of Common Stock or
such rights or warrants (and any further Conversion Price reduction required by
Sections 12.05(a) and (c) with respect to such dividend or distribution shall
then be made, except that (A) the Record Date of such dividend or distribution
shall be substituted as "the Record Date fixed for the determination of
stockholders entitled to receive such dividend or other distribution", "Record
Date fixed for such determination" and "Record Date" within the meaning of
Section 12.05(a) and as "the Record Date fixed for the determination of
stockholders entitled to receive such rights or warrants", "the Record Date
fixed for the determination of the stockholders entitled to receive such rights
or warrants" and "such Record Date" within the meaning of Section 12.05(c) and
(B) any shares of Common Stock included in such dividend or distribution shall
not be deemed "outstanding at the close of business on the date fixed for such
determination" within the meaning of Section 12.05(a)).

(e) If the Company shall, by dividend or otherwise, distribute cash
to all holders of its Common Stock (excluding any cash that is distributed upon
a merger or consolidation to which Section 12.06 applies or as part of a
distribution referred to in Section 12.05(d)) in an aggregate amount that,
combined together with (1) the aggregate amount of any other such all-cash
distributions to all holders of its Common Stock within the 12 months preceding
the date of payment of such distribution, and in respect of which no adjustment
pursuant to this Section 12.05(e) has been made, and (2) the aggregate of any
cash plus the fair market value (as determined by the Board of Directors, whose
determination shall be conclusive and described in a resolution of the Board of
Directors) of consideration payable in respect of any tender offer by the
Company or any of its subsidiaries for all or any portion of the Common Stock
(as contemplated in Section 12.05(f) hereof) concluded within the 12 months
preceding the date of payment of such distribution, and in respect of which no
adjustment pursuant to Section 12.05(f) has been made, exceeds 15% of the
product of the Current Market Price (determined as provided in Section 12.05(g))
on the Record Date with respect to such distribution times the number of shares
of Common Stock outstanding on such date, then, and in each such case,
immediately after the close of business on such date, the Conversion Price shall
be reduced so that the same shall equal the price determined by multiplying the
Conversion Price in effect immediately prior to the close of business on such
Record Date by a fraction (i) the numerator of which shall be equal to the
Current Market Price on the Record Date less an amount equal to the quotient of
(x) the excess of such combined amount over such 15% and (y) the number of
shares of Common Stock outstanding on the Record Date and (ii) the denominator
of which shall be equal to the Current Market Price on such Record Date;
provided, however, that if the portion of the cash so distributed applicable to
one share of Common Stock is equal to or greater than the Current Market Price
of the Common Stock on the Record Date, in lieu of the foregoing adjustment,
adequate provision shall be made so that each holder of Securities shall have
the right to receive upon conversion of a Security (or any portion thereof) the
amount of cash such holder would have 

-56-

received had such holder converted such Security (or portion thereof)
immediately prior to such Record Date. If such dividend or distribution is not
so paid or made, the Conversion Price shall again be adjusted to be the
Conversion Price which would then be in effect if such dividend or distribution
had not been declared. Any cash distribution to all holders of Common Stock as
to which the Company makes the election permitted by Section 12.05(m) and as to
which the Company has complied with the requirements of such Section shall be
treated as not having been made for all purposes of this Section 12.05(e).

(f) If a tender offer made by the Company or any of its subsidiaries
for all or any portion of the Common Stock expires and such tender offer (as
amended upon the expiration thereof) requires the payment to stockholders (based
on the acceptance (up to any maximum specified in the terms of the tender offer)
of Purchased Shares (as defined below)) of an aggregate consideration having a
fair market value (as determined by the Board of Directors, whose determination
shall be conclusive and described in a resolution of the Board of Directors)
that, combined together with (1) the aggregate of the cash plus the fair market
value (as determined by the Board of Directors, whose determination shall be
conclusive and described in a resolution of the Board of Directors), as of the
expiration of such tender offer, of consideration payable in respect of any
other tender offers, by the Company or any of its subsidiaries for all or any
portion of the Common Stock, expiring within the 12 months preceding the
expiration of such tender offer and in respect of which no adjustment pursuant
to this Section 12.05(f) has been made and (2) the aggregate amount of any such
all-cash distributions to all holders of the Common Stock (as contemplated in
Section 12.05(e) hereof) within 12 months preceding the expiration of such
tender offer and in respect of which no adjustment pursuant to Section 12.05(e)
has been made, exceeds 15% of the product of the Current Market Price
(determined as provided in Section 12.05(g)) as of the last time (the
"Expiration Time") tenders could have been made pursuant to such tender offer
(as it may be amended) times the number of shares of Common Stock outstanding
(including any tendered shares) on the Expiration Time, then, and in each such
case, immediately prior to the opening of business on the day after the date of
the Expiration Time, the Conversion Price shall be adjusted so that the same
shall equal the price determined by multiplying the Conversion Price in effect
immediately prior to close of business on the date of the Expiration Time by a
fraction of which the numerator shall be the number of shares of Common Stock
outstanding (including any tendered shares) on the Expiration Time multiplied by
the Current Market Price of the Common Stock on the trading day next succeeding
the Expiration Time and the denominator shall be the sum of (x) the fair market
value (determined as aforesaid) of the aggregate consideration payable to
stockholders based on the acceptance (up to any maximum specified in the terms
of the tender offer) of all shares validly tendered and not withdrawn as of the
Expiration Time (the shares deemed so accepted, up to any such maximum, being
referred to as the "Purchased Shares") and (y) the product of the number of
shares of Common Stock outstanding (less any Purchased Shares) on the Expiration
Time and the Current Market Price of the Common Stock on the Trading Day next
succeeding the Expiration Time, such reduction (if any) to become effective
immediately prior to the opening of business on the day following the Expiration
Time. If the Company is obligated to purchase shares pursuant to any such tender
offer, but the Company is permanently prevented by applicable law from effecting
any such purchases or all such purchases are rescinded, the Conversion Price
shall again be adjusted to be the Conversion Price which would then be in effect
if

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such tender offer had not been made. If the application of this Section 12.05(f)
to any tender offer would result in an increase in the Conversion Price, no
adjustment shall be made for such tender offer under this Section 12.05(f).

(g) For purposes of this Section 12.05, the following terms shall
have the meaning indicated:

(1) "Closing Price" with respect to any securities on any
day means the closing price on such day or, if no such sale takes place on such
day, the average of the reported high and low prices on such day, in each case
on the Nasdaq National Market or New York Stock Exchange, as applicable, or, if
such security is not listed or admitted to trading on such national market or
exchange, on the principal national securities exchange or quotation system on
which such security is quoted or listed or admitted to trading, or, if not
quoted or listed or admitted to trading on any national securities exchange or
quotation system, the average of the high and low prices of such security on the
over-the-counter market on the day in question as reported by the National
Quotation Bureau Incorporated, or a similar generally accepted reporting
service, or, if not so available, in such manner as furnished by any New York
Stock Exchange member firm selected from time to time by the Board of Directors
for that purpose, or a price determined in good faith by the Board of Directors,
whose determination shall be conclusive and described in a resolution of the
Board of Directors.

(2) "Current Market Price" means the average of the daily
Closing Prices per share of Common Stock for the 10 consecutive trading days
immediately prior to the date in question; provided, however, that (1) if the
"ex" date (as hereinafter defined) for any event (other than the issuance or
distribution requiring such computation) that requires an adjustment to the
Conversion Price pursuant to Sections 12.05(a), (b), (c), (d), (e) or (f) occurs
during such 10 consecutive trading days, the Closing Price for each trading day
prior to the "ex" date for such other event shall be adjusted by multiplying
such Closing Price by the same fraction by which the Conversion Price is so
required to be adjusted as a result of such other event, (2) if the "ex" date
for any event (other than the issuance or distribution requiring such
computation) that requires an adjustment to the Conversion Price pursuant to
Section 12.05(a), (b), (c), (d), (e) or (f) occurs on or after the "ex" date for
the issuance or distribution requiring such computation and prior to the day in
question, the Closing Price for each trading day on and after the "ex" date for
such other event shall be adjusted by multiplying such Closing Price by the
reciprocal of the fraction by which the Conversion Price is so required to be
adjusted as a result of such other event, and (3) if the "ex" date for the
issuance or distribution requiring such computation is prior to the day in
question, after taking into account any adjustment required pursuant to clause
(1) or (2) of this proviso, the Closing Price for each trading day on or after
such "ex" date shall be adjusted by adding thereto the amount of any cash and
the fair market value (as determined by the Board of Directors in a manner
consistent with any determination of such value for purposes of Sections
12.05(d) or (f), whose determination shall be conclusive and described in a
resolution of the Board of Directors) of the evidences of indebtedness, shares
of capital stock or assets being distributed applicable to one share of Common
Stock as of the close of business on the day before such "ex" date. For purposes
of any computation under Section 12.05(f), the Current Market Price on any date
shall be deemed to be the 

-58-

average of the daily Closing Prices per share of Common Stock for such day and
the next two succeeding trading days; provided, however, that if the "ex" date
for any event (other than the tender offer requiring such computation) that
requires an adjustment to the Conversion Price pursuant to Section 12.05(a),
(b), (c), (d), (e) or (f) occurs on or after the Expiration Time for the tender
or exchange offer requiring such computation and prior to the day in question,
the Closing Price for each trading day on and after the "ex" date for such other
event shall be adjusted by multiplying such Closing Price by the reciprocal of
the fraction by which the Conversion Price is so required to be adjusted as a
result of such other event. For purposes of this paragraph, the term "ex" date,
(1) when used with respect to any issuance or distribution, means the first date
on which the Common Stock trades regular way on the relevant exchange or in the
relevant market from which the Closing Price was obtained without the right to
receive such issuance or distribution, (2) when used with respect to any
subdivision or combination of shares of Common Stock, means the first date on
which the Common Stock trades regular way on such exchange or in such market
after the time at which such subdivision or combination becomes effective, and
(3) when used with respect to any tender or exchange offer means the first date
on which the Common Stock trades regular way on such exchange or in such market
after the Expiration Time of such offer. Notwithstanding the foregoing, whenever
successive adjustments to the Conversion Price are called for pursuant to this
Section 12.05, such adjustments shall be made to the Current Market Price as may
be necessary or appropriate to effectuate the intent of this Section 12.05 and
to avoid unjust or inequitable results as determined in good faith by the Board
of Directors.

(3) "fair market value" shall mean the amount which a
willing buyer would pay a willing seller in an arm's length transaction.

(4) "Record Date" shall mean, with respect to any
dividend, distribution or other transaction or event in which the holders of
Common Stock have the right to receive any cash, securities or other property or
in which the Common Stock (or other applicable security) is exchanged for or
converted into any combination of cash, securities or other property, the date
fixed for determination of stockholders entitled to receive such cash,
securities or other property (whether such date is fixed by the Board of
Directors or by statute, contract or otherwise).

(5) "trading day" shall mean (x) if the applicable
security is listed or admitted for trading on the New York Stock Exchange or
another national securities exchange, a day on which the New York Stock Exchange
or another national securities exchange is open for business or (y) if the
applicable security is quoted on the Nasdaq National Market, a day on which
trades may be made thereon or (z) if the applicable security is not so listed,
admitted for trading or quoted, any day other than a Saturday or Sunday or a day
on which banking institutions in the State of New York are authorized or
obligated by law or executive order to close.

(h) The Company may make such reductions in the Conversion Price, in
addition to those required by Sections 12.05(a), (b), (c), (d), (e) and (f), as
the Board of Directors considers to be advisable to avoid or diminish any income
tax to holders of Common Stock or rights to purchase Common Stock resulting from
any dividend or distribution of stock (or rights to acquire stock) or from any
event treated as such for income tax purposes.

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The Company from time to time may, to the extent permitted by law,
reduce the Conversion Price by any amount for any period of at least 20 days, if
the Board of Directors has made a determination that such reduction would be in
the Company's best interests, which determination shall be conclusive and
described in a resolution of the Board of Directors. The reduction in Conversion
Price shall be irrevocable during this period. Whenever the Conversion Price is
reduced pursuant to the preceding sentence, the Company shall mail to the
holders of Securities at his or her last address appearing on the Register of
holders maintained for that purpose a notice of the reduction at least 15 days
prior to the date the reduced Conversion Price takes effect, and such notice
shall state the reduced Conversion Price and the period during which it will be
in effect.

(i) No adjustment in the Conversion Price shall be required unless
such adjustment would require an increase or decrease of at least 1% in such
price; provided, however, that any adjustments which by reason of this Section
12.05(i) are not required to be made shall be carried forward and taken into
account in any subsequent adjustment. All calculations under this Article XII
shall be made by the Company and shall be made to the nearest cent or to the
nearest one hundredth of a share, as the case may be.

No adjustment need be made for a change in the par value or no par value
of the Common Stock.

(j) Whenever the Conversion Price is adjusted as herein provided,
the Company shall promptly file with the Trustee and any Conversion Agent other
than the Trustee an Officers' Certificate setting forth the Conversion Price
after such adjustment and setting forth a brief statement of the facts requiring
such adjustment. Promptly after delivery of such certificate, the Company shall
prepare a notice of such adjustment of the Conversion Price setting forth the
adjusted Conversion Price and the date on which each adjustment becomes
effective and shall mail such notice of such adjustment of the Conversion Price
to each holder of Securities at his or her last address appearing on the
Register of holders maintained for that purpose within 20 days of the effective
date of such adjustment. Failure to deliver such notice shall not affect the
legality or validity of any such adjustment.

(k) In any case in which this Section 12.05 provides that an
adjustment shall become effective immediately after a Record Date for an event,
the Company may defer until the occurrence of such event issuing to the holder
of any Security converted after such Record Date and before the occurrence of
such event the additional shares of Common Stock issuable upon such conversion
by reason of the adjustment required by such event over and above the Common
Stock issuable upon such conversion before giving effect to such adjustment.

(l) For purposes of this Section 12.05, the number of shares of
Common Stock at any time outstanding shall not include shares held in the
treasury of the Company but shall include shares issuable in respect of scrip
certificates issued in lieu of fractions of shares of Common Stock. The Company
shall not pay any dividend or make any distribution on shares of Common Stock
held in the treasury of the Company.

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(m) In lieu of making any adjustment to the Conversion Price
pursuant to Section 12.05(e), the Company may elect to reserve an amount of cash
for distribution to the holders of Securities upon the conversion of the
Securities so that any such holder converting Securities will receive upon such
conversion, in addition to the shares of Common Stock and other items to which
such holder is entitled, the full amount of cash which such holder would have
received if such holder had, immediately prior to the Record Date for such
distribution of cash, converted its Securities into Common Stock, together with
any interest accrued with respect to such amount, in accordance with this
Section 12.05(m). The Company may make such election by providing an Officers'
Certificate to the Trustee to such effect on or prior to the payment date for
any such distribution and depositing with the Trustee on or prior to such date
an amount of cash equal to the aggregate amount that the holders of Securities
would have received if such holders had, immediately prior to the Record Date
for such distribution, converted all of the Securities into Common Stock. Any
such funds so deposited by the Company with the Trustee shall be invested by the
Trustee in U.S. Government Obligations with a maturity not more than three (3)
months from the date of issuance. Upon conversion of Securities by a holder
thereof, such holder shall be entitled to receive, in addition to the Common
Stock issuable upon conversion, an amount of cash equal to the amount such
holder would have received if such holder had, immediately prior to the Record
Date for such distribution, converted its Security into Common Stock, along with
such holder's pro-rata share of any accrued interest earned as a consequence of
the investment of such funds. Promptly after making an election pursuant to this
Section 12.05(m), the Company shall give or shall cause to be given notice to
all holders of Securities of such election, which notice shall state the amount
of cash per $1,000 principal amount of Securities such holders shall be entitled
to receive (excluding interest) upon conversion of the Securities as a
consequence of the Company having made such election.

SECTION 12.06. Effect of Reclassification, Consolidation, Merger or
Sale. If any of the following events occur: (i) any reclassification or change
of the outstanding shares of Common Stock (other than a change in par value, or
from par value to no par value, or from no par value to par value, or as a
result of a subdivision or combination), (ii) any consolidation, merger or
combination of the Company with another corporation as a result of which holders
of Common Stock shall be entitled to receive stock, securities or other property
or assets (including cash) with respect to or in exchange for such Common Stock,
or (iii) any sale or conveyance of the properties and assets of the Company as
an entirety or substantially as an entirety to any other corporation as a result
of which holders of Common Stock shall be entitled to receive stock, securities
or other property or assets (including cash) with respect to or in exchange for
such Common Stock, then the Company or the successor or purchasing corporation,
as the case may be, shall execute with the Trustee a supplemental indenture
(which shall comply with the TIA as in force at the date of execution of such
supplemental indenture if such supplemental indenture is then required to so
comply) providing that the Securities of a series then outstanding shall be
convertible into the kind and amount of shares of stock and other securities or
property or assets (including cash) receivable upon such reclassification,
change, consolidation, merger, combination, sale or conveyance by a holder of a
number of shares of Common Stock issuable upon conversion of such Securities
(assuming, for such purposes, a sufficient number of authorized shares of Common
Stock available to convert all such Securities) immediately prior to such
reclassification, change, consolidation, merger, combination, sale or conveyance
assuming such holder of Common Stock did not exercise 

-61-

his or her rights of election, if any, as to the kind or amount of securities,
cash or other property receivable upon such consolidation, merger, statutory
exchange, sale or conveyance (provided that, if the kind or amount of
securities, cash or other property receivable upon such consolidation, merger,
statutory exchange, sale or conveyance is not the same for each share of Common
Stock in respect of which such rights of election have not been exercised
("non-electing share"), then, for the purposes of this Section 12.06, the kind
and amount of securities, cash or other property receivable upon such
consolidation, merger, statutory exchange, sale or conveyance for each
non-electing share shall be deemed to be the kind and amount so receivable per
share by a plurality of the non-electing shares). Such supplemental indenture
shall provide for adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Article XII. If, in the case
of any such reclassification, change, consolidation, merger, combination, sale
or conveyance, the stock or other securities and assets receivable thereupon by
a holder of shares of Common Stock includes shares of stock or other securities
and assets of a corporation other than the successor or purchasing corporation,
as the case may be, in such reclassification, change, consolidation, merger,
combination, sale or conveyance, then such supplemental indenture shall also be
executed by such other corporation and shall contain such additional provisions
to protect the interests of the holders of the Securities as the Board of
Directors shall reasonably consider necessary by reason of the foregoing.

The Company shall cause notice of the execution of such supplemental
indenture to be mailed to each holder of Securities at his or her address
appearing on the Register of holders for that purpose within 20 days after
execution thereof. Failure to deliver such notice shall not affect the legality
or validity of such supplemental indenture.

The above provisions of this Section 12.06 shall similarly apply to
successive reclassifications, changes, consolidations, mergers, combinations,
sales and conveyances.

If this Section 12.06 applies to any event or occurrence, Section 12.05
shall not apply.

SECTION 12.07. Reservation of Shares; Shares to Be Fully Paid; Listing
of Common Stock. The Company shall provide, free from preemptive rights, out of
its authorized but unissued shares or shares held in treasury, sufficient shares
to provide for the conversion of all outstanding Securities of any series that
has conversion rights.

Before taking any action which would cause an adjustment reducing the
Conversion Price below the then par value, if any, of the shares of Common Stock
issuable upon conversion of any outstanding Securities of any series that has
conversion rights, the Company shall take all corporate action which may, in the
opinion of its counsel, be necessary in order that the Company may validly and
legally issue shares of such Common Stock at such adjusted Conversion Price;
provided, however, that no shares of Common Stock shall be required to be issued
at a Conversion Price less than the par value of such Common Stock.

The Company covenants that all shares of Common Stock that may be issued
upon conversion of Securities will be fully paid and non-assessable by the
Company and free from all taxes, liens and charges with respect to the issue
thereof.

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The Company further covenants that as long as the Common Stock is quoted
on the Nasdaq National Market, or its successor, the Company shall cause all
Common Stock issuable upon conversion of Securities of any series that has
conversion rights to be eligible for such quotation in accordance with, and at
the times required under, the requirements of such market, and if at any time
the Common Stock becomes listed on the New York Stock Exchange or any other
national securities exchange, the Company shall cause all Common Stock issuable
upon conversion of such Securities to be so listed and kept listed.

SECTION 12.08. Responsibility of Trustee. The Trustee shall not at any
time be under any duty of responsibility to any holders of Securities that may
be to determine whether any facts exist which may require any adjustment of the
Conversion Price, or with respect to the nature or extent or calculation of any
such adjustment when made, or with respect to the method employed, or herein or
in any supplemental indenture provided to be employed, in making the same. The
Trustee shall not be accountable with respect to the validity or value (or the
kind or amount) of any shares of Common Stock, or of any securities or property,
which may at any time be issued or delivered upon the conversion of any Security
of any series that has conversion rights; and the Trustee makes no
representations with respect thereto. Subject to the provisions of Section 7.01,
the Trustee shall not be responsible for any failure of the Company to issue,
transfer or deliver any shares of Common Stock or stock certificates or other
securities or property or cash upon the surrender of any Security of any series
that has conversion rights for the purpose of conversion or to comply with any
of the duties, responsibilities or covenants of the Company contained in this
Article XII. Without limiting the generality of the foregoing, the Trustee shall
not have any responsibility to determine the correctness of any provisions
contained in any supplemental indenture entered into pursuant to Section 12.06
relating either to the kind or amount of shares of stock or securities or
property (including cash) receivable by holders of Securities of any series that
has conversions rights upon the conversion of their Securities after any event
referred to in such Section 12.06 or to any adjustment to be made with respect
thereto, but, subject to the provisions of Section 7.01, may accept as
conclusive evidence of the correctness of any such provisions, and shall be
protected in relying upon, the Officers' Certificate and Opinion of Counsel
(which the Company shall be obligated to file with the Trustee prior to the
execution of any such supplemental indenture) with respect thereto.

SECTION 12.09. Notice to Holders Prior to Certain Actions. If

(a) the Company declares a dividend (or any other distribution) on
its Common Stock (other than in cash out of retained earnings or other than a
dividend that results in an adjustment in the Conversion Price pursuant to
Section 12.05 as to which the Company has made an election in accordance with
Section 12.05(m)); or

(b) the Company authorizes the granting to the holders of its Common
Stock of rights or warrants to subscribe for or purchase any share of any class
of Common Stock or any other rights or warrants; or

(c) there is any reclassification of the Common Stock (other than a
subdivision or combination of outstanding Common Stock, or a change in par
value, or from par value to no par value, or from no par value to par value), or
of any consolidation or merger to which the Company is 

-63-

a party and for which approval of any stockholders of the Company is required,
or of the sale or transfer of all or substantially all of the assets of the
Company; or

(d) there is any voluntary or involuntary dissolution, liquidation
or winding-up of the Company;

then the Company shall cause to be filed with the Trustee and to be mailed to
each holder of Securities at his or her address appearing on the Register
maintained for that purpose as promptly as possible but in any event at least 15
days prior to the applicable date hereinafter specified, a notice stating (x)
the date on which a record is to be taken for the purpose of such dividend,
distribution or rights or warrants, or, if a record is not to be taken, the date
as of which the holders of Common Stock of record to be entitled to such
dividend, distribution or rights are to be determined, or (y) the date on which
such reclassification, consolidation, merger, sale, transfer, dissolution,
liquidation or winding-up is expected to become effective or occur, and the date
as of which it is expected that holders of Common Stock of record shall be
entitled to exchange their Common Stock for securities or other property
deliverable upon such reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding-up. Failure to give such notice, or any
defect therein, shall not affect the legality or validity of such dividend,
distribution, reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding-up.

ARTICLE XIII

SINKING FUNDS

SECTION 13.01. Applicability of Article. The provisions of this Article
shall be applicable to any sinking fund for the retirement of Securities of any
series except as otherwise specified as contemplated by Section 2.02 for such
Securities.

The minimum amount of any sinking fund payment provided for by the terms
of any Securities is herein referred to as a "mandatory sinking fund payment,"
and any payment in excess of such minimum amount provided for by the terms of
such Securities is herein referred to as an "optional sinking fund payment." If
provided for by the terms of any Securities, the cash amount of any sinking fund
payment may be subject to reduction as provided in Section 13.02. Each sinking
fund payment shall be applied to the redemption of Securities as provided for by
the terms of such Securities.

SECTION 13.02. Satisfaction of Sinking Fund Payments with Securities.
The Company (1) may deliver outstanding Securities of a series (other than any
previously called for redemption) and (2) may apply as a credit Securities of a
series which have been redeemed either at the election of the Company pursuant
to the terms of such Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, in each case in
satisfaction of all or any part of any sinking fund payment with respect to any
Securities of such series required to be made pursuant to the terms of such
Securities as and to the extent provided for by the terms of such Securities;
provided that the Securities to be so credited have not been previously so
credited. The Securities to be so credited shall be received and credited for
such purpose by the Trustee at the

-64-

Redemption Price, as specified in the Securities so to be redeemed, for
redemption through operation of the sinking fund and the amount of such sinking
fund payment shall be reduced accordingly.

SECTION 13.03. Redemption of Securities for Sinking Fund Not fewer than
60 days prior to each sinking fund payment date for any Securities, the Company
will deliver to the Trustee an Officers' Certificate specifying the amount of
the next ensuing sinking fund payment for such Securities pursuant to the terms
of such Securities, the portion thereof, if any, which is to be satisfied by
payment of cash and the portion thereof, if any, which is to be satisfied by
delivering and crediting Securities pursuant to Section 13.02 and will also
deliver to the Trustee any Securities to be so delivered. Not fewer than 30 days
prior to each such sinking fund payment date, the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 3.03 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in
Section 3.04. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
3.05 and 3.06.

ARTICLE XIV

DEFEASANCE OF COVENANT DEFEASANCE

SECTION 14.01. Company's Option to Effect Defeasance or Covenant
Defeasance. The Company may elect, at its option at any time, to have Section
14.02 or Section 14.03 applied to any Securities or any series of Securities, as
the case may be, designated pursuant to Section 2.02 as being defeasible
pursuant to such Section 14.02 or 14.03, in accordance with any applicable
requirements provided pursuant to Section 2.02 and upon compliance with the
conditions set forth below in this Article. Any such election shall be evidenced
by a Board Resolution or in another manner specified as contemplated by Section
2.02 for such Securities.

SECTION 14.02. Defeasance and Discharge. Upon the Company's exercise of
its option (if any) to have this Section applied to any Securities or any series
of Securities, as the case may be, the Company shall be deemed to have been
discharged from its obligations, and the provisions of Article XI shall cease to
be effective, with respect to such Securities as provided in this Section on and
after the date the conditions set forth in Section 14.04 are satisfied
(hereinafter called "Defeasance"). For this purpose, such Defeasance means that
the Company shall be deemed to have paid and discharged the entire indebtedness
represented by such Securities and to have satisfied all its other obligations
under such Securities and this Indenture insofar as such Securities are
concerned (and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same), subject to the following which shall
survive until otherwise terminated or discharged hereunder:

(1) the rights of Holders of such Securities to receive,
solely from the trust fund described in Section 14.04 and as more fully set
forth in such Section, payments in respect of the principal of and any premium
and interest on such Securities when payments are due;

-65-

(2) the Company's obligations with respect to such
Securities under Sections 2.07, 2.08, 2.11, 4.03 and 4.04, and, if applicable,
Article XII;

(3) the rights, powers, trusts, duties and immunities of
the Trustee hereunder; and

(4) this Article.

Subject to compliance with this Article, the Company may exercise its
option (if any) to have this Section applied to any Securities notwithstanding
the prior exercise of its option (if any) to have Section 13.03 applied to such
Securities.

SECTION 14.03. Covenant Defeasance. Upon the Company's exercise of its
option (if any) to have this Section applied to any Securities or any series of
Securities, as the case may be:

(1) the Company shall be released from its obligations
under Section 4.08 and any covenants provided pursuant to Sections 2.02(19),
6.01(d) or 9.01(g) for the benefit of the Holders of such Securities;

(2) the occurrence of any event specified in Section
6.01(d) (with respect to any of Section 4.08 and any such covenants provided
pursuant to Sections 2.02(19) and 9.01(g)), shall be deemed not to be or result
in an Event of Default; and

(3) the provisions of Article XI shall cease to be
effective,

in each case with respect to such Securities or series of Securities as provided
in this Section on and after the date the conditions set forth in Section 14.04
are satisfied (hereinafter called "Covenant Defeasance"). For this purpose, such
Covenant Defeasance means that, with respect to such Securities, the Company may
omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such specified Section (to the extent
so specified in the case of Section 6.01(d)) or Article XI, whether directly or
indirectly by reason of any reference elsewhere herein to any such Section or
Article or by reason of any reference in any such Section or Article to any
other provision herein or in any other document, but the remainder of this
Indenture and such Securities shall be unaffected thereby.

SECTION 14.04.Conditions to Defeasance or Covenant Defeasance. The
following shall be the conditions to the application of Section 14.02 or Section
14.03 to any Securities or any series of Securities, as the case may be:

(1) The Company shall irrevocably have deposited or caused
to be deposited with the Trustee (or another trustee which satisfies the
requirements contemplated by Section 10.10 and agrees to comply with the
provisions of this Article applicable to it) as trust funds in trust for the
purpose of making the following payments, specifically pledged as security for,
and dedicated solely to, the benefits of the Holders of such Securities,

-66-

(A) in the case of Securities of a series
denominated in currency of the United States of America:

(i) cash in currency of the United States of America in an
amount; or

(ii) U.S. Government Obligations which through the scheduled
payment of principal and interest in respect thereof in accordance with their
terms will provide, not later than one day before the due date of any payment,
an amount in cash; or

(iii) a combination thereof; or

(B) in the case of Securities of a series
denominated in currency other than that of the United States of America:

(i)cash in the currency in which such series of Securities is
denominated in an amount; or

(ii) Foreign Government Obligations which through the
scheduled payment of principal and interest in respect thereof in accordance
with their terms will provide, not later than one day before the due date of any
payment, an amount in cash; or

(iii) a combination thereof,

in each case sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, and which shall be applied by
the Trustee (or any such other qualifying trustee) to pay and discharge, the
principal of and any premium and interest on such Securities on the respective
Stated Maturities, in accordance with the terms of this Indenture and such
Securities.

(2) In the event of an election to have Section 14.02
apply to any Securities or any series of Securities, as the case may be, the
Company shall have delivered to the Trustee an Opinion of Counsel stating that:

(A) the Company has received from, or there has
been published by, the Internal Revenue Service a ruling; or

(B) since the date of this instrument, there has
been a change in the applicable Federal income tax law, in either case (A) or
(B) to the effect that, and based thereon such opinion shall confirm that, the
Holders of such Securities will not recognize gain or loss for Federal income
tax purposes as a result of the deposit, Defeasance and discharge to be effected
with respect to such Securities and will be subject to Federal income tax on the
same amount, in the same manner and at the same times as would be the case if
such deposit, Defeasance and discharge were not to occur.

-67-

(3) In the event of an election to have Section 14.03
apply to any Securities or any series of Securities, as the case may be, the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that the Holders of such Securities will not recognize gain or loss for Federal
income tax purposes as a result of the deposit and Covenant Defeasance to be
effected with respect to such Securities and will be subject to Federal income
tax on the same amount, in the same manner and at the same times as would be the
case if such deposit and Covenant Defeasance were not to occur.

(4) The Company shall have delivered to the Trustee an
Officers' Certificate to the effect that neither such Securities nor any other
Securities of the same series, if then listed on any securities exchange, will
be delisted as a result of such deposit.

(5) No event which is, or after notice or lapse of time or
both would become, an Event of Default with respect to such Securities or any
other Securities shall have occurred and be continuing at the time of such
deposit or, with regard to any such event specified in Sections 6.01(e) and (f),
at any time on or prior to the 90th day after the date of such deposit (it being
understood that this condition shall not be deemed satisfied until after such
90th day).

(6) Such Defeasance or Covenant Defeasance shall not cause
the Trustee to have a conflicting interest within the meaning of the Trust
Indenture Act (assuming all Securities are in default within the meaning of such
Act).

(7) Such Defeasance or Covenant Defeasance shall not
result in a breach or violation of, or constitute a default under, any other
agreement or instrument to which the Company is a party or by which it is bound.

(8) Such Defeasance or Covenant Defeasance shall not
result in the trust arising from such deposit constituting an investment company
within the meaning of the Investment Company Act unless such trust shall be
registered under such Act or exempt from registration thereunder.

(9) At the time of such deposit:

(A) no default in the payment of any principal of
or premium or interest on any Senior Debt shall have occurred and be continuing;

(B) no event of default with respect to any Senior
Debt shall have resulted in such Senior Debt becoming, and continuing to be, due
and payable prior to the date on which it would otherwise have become due and
payable (unless payment of such Senior Debt has been made or duly provided for);
and

(C) no other event of default with respect to any
Senior Debt shall have occurred and be continuing permitting (after notice or
lapse of time or both) the holders of such Senior Debt (or a trustee on behalf
of such holders) to declare such Senior Debt due and payable prior to the date
on which it would otherwise have become due and payable.

-68-

(10) The Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent with respect to such Defeasance or Covenant Defeasance have
been complied with.

SECTION 14.05. Deposited Money, U.S. Government Obligations and Foreign
Government Obligations to be Held in Trust; Miscellaneous Provisions. Subject to
the provisions of the last paragraph of Section 4.04, all money, U.S. Government
Obligations and Foreign Government Obligations (including the proceeds thereof)
deposited with the Trustee or other qualifying trustee (solely for purposes of
this Section and Section 14.06, the Trustee and any such other trustee are
referred to collectively as the "Trustee") pursuant to Section 14.04 in respect
of any Securities shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any such Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Holders of
such Securities, of all sums due and to become due thereon in respect of
principal and any premium and interest, but money so held in trust need not be
segregated from other funds except to the extent required by law. Money, U.S.
Government Obligations and Foreign Government Obligations so held in trust shall
not be subject to the provisions of Article XIV.

The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations or
Foreign Government Obligations deposited pursuant to Section 14.04 or the
principal and interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders of Outstanding
Securities.

Anything in this Article to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money, U.S. Government Obligations or Foreign Government Obligations held by it
as provided in Section 14.04 with respect to any Securities which, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect the Defeasance or Covenant Defeasance, as the case may be, with respect
to such Securities.

SECTION 14.06. Reinstatement. If the Trustee or the Paying Agent is
unable to apply any money in accordance with this Article with respect to any
Securities by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, then
the obligations under this Indenture and such Securities from which the Company
has been discharged or released pursuant to Section 14.02 or 14.03 shall be
revived and reinstated as though no deposit had occurred pursuant to this
Article with respect to such Securities, until such time as the Trustee or
Paying Agent is permitted to apply all money held in trust pursuant to Section
14.05 with respect to such Securities in accordance with this Article; provided,
however, that if the Company makes any payment of principal of or any premium or
interest on any such Security following such reinstatement of its obligations,
the Company shall be subrogated to the rights (if any) of the Holders of such
Securities to receive such payment from the money so held in trust.

-69-

IN WITNESS WHEREOF, the parties have caused this Indenture to be duly
executed and attested, all as of the date first above written, signifying their
agreements contained in this Indenture.

AMKOR TECHNOLOGY, INC.

By:
-------------------------------------
Name:
Title:

STATE STREET BANK AND TRUST COMPANY

By:
-------------------------------------
Name:
Title:

EXHIBIT A

[FORM OF FACE OF SECURITY]

[Global Securities Legend]

[The following legend shall appear on the face of each Global
Security:

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A
NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND
ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES.]

[The following legend shall appear on the face of each Global Security
for which The Depository Trust Company is to be the Depositary:

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITARY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY THE AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OR DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED
SECURITIES IN DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERRED
TO IN THE INDENTURE, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OR SUCH
SUCCESSOR DEPOSITARY.]

[INSERT ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE AND THE
REGULATIONS THEREUNDER.]

AMKOR TECHNOLOGY, INC.

--------------------------------------------------------------------------------

NO.                                                         $
---------                                                -----------
CUSIP:
-----------

Amkor Technology, Inc., a corporation duly organized and existing under
the laws of Delaware (herein called the "Company," which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to _______________________________, or
registered assigns, the principal sum of
________________________________________ Dollars on ____________ [IF THE
SECURITY IS TO BEAR INTEREST PRIOR TO MATURITY, INSERT -- , and to pay interest
thereon from _________ or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually on ___________ and
__________ in each year, commencing _______________, at the rate of ____% per
annum, until the principal hereof is paid or made available for payment [IF
APPLICABLE, INSERT -- , provided that any principal and premium, and any such
installment of interest, which is overdue shall bear interest at the rate of
___% per annum (to the extent that the payment of such interest shall be legally
enforceable), from the dates such amounts are due until they are paid or made
available for payment, and such interest shall be payable on demand]. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the ___________ or ___________ (whether or not a Business Day), as the case may
be, next preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture].

[IF THE SECURITY IS NOT TO BEAR INTEREST PRIOR TO MATURITY, INSERT --
The principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal and any overdue premium shall
bear interest at the rate of ___% per annum (to the extent that the payment of
such interest shall be legally enforceable), from the dates such amounts are due
until they are paid or made available for payment. Interest on any overdue
principal or premium shall be payable on

A-2

demand. Any such interest on overdue principal or premium which is not paid on
demand shall bear interest at the rate of ___% per annum (to the extent that the
payment of such interest on interest shall be legally enforceable), from the
date of such demand until the amount so demanded is paid or made available for
payment. Interest on any overdue interest shall be payable on demand.] Payment
of the principal of (and premium, if any) and [IF APPLICABLE, INSERT -- any
such] interest on this Security will be made at the office or agency of the
Company maintained for that purpose in _____________________, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts [IF APPLICABLE, INSERT --;
provided, however, that at the option of the Company payment of interest may be
made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register].

Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

Dated:                                     AMKOR TECHNOLOGY, INC.
-------------------------------

By:
----------------------------------

Title:
-------------------------------

ATTEST:

This is one of the Securities described 
In the within-mentioned Indenture:

STATE STREET BANK AND
TRUST COMPANY,
as Trustee

By:
----------------------------------
Authorized Signatory

A-3

[FORM OF REVERSE OF SECURITY]

This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of ____________, 200_ (herein called the
"Indenture," which term shall have the meaning assigned to it in such
instrument), between the Company and U.S. Bank National Association, as Trustee
(herein called the "Trustee," which term includes any successor trustee under
the Indenture), and reference is hereby made to the Indenture and all indentures
supplemental thereto for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the Trustee, the
holders of Senior Debt and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof [IF APPLICABLE,
INSERT -- , limited in aggregate principal amount to $_________].

[IF APPLICABLE, INSERT - The Securities of this series are subject to
redemption upon not less than [IF APPLICABLE, INSERT - 30] days' notice by mail,
[IF APPLICABLE, INSERT -- (1) on _____________ in any year commencing with the
year _____ and ending with the year _____ through operation of the sinking fund
for this series at a Redemption Price equal to 100% of the principal amount, and
(2)] at any time [IF APPLICABLE, INSERT -- on or after _____________, 20__], as
a whole or in part, at the election of the Company, at the following Redemption
Prices (expressed as percentages of the principal amount): If redeemed [IF
APPLICABLE, INSERT -- on or before ______________, ___%, and if redeemed] during
the 12-month period beginning ________ of the years indicated,

YEAR           REDEMPTION PRICE           YEAR             REDEMPTION PRICE
----           ----------------           ----             ----------------

and thereafter at a Redemption Price equal to _____% of the principal
amount, together in the case of any such redemption [IF APPLICABLE, INSERT --
(whether through operation of the sinking fund or otherwise)] with accrued
interest to the Redemption Date, but interest installments whose Stated Maturity
is on or prior to such Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.]

[IF APPLICABLE, INSERT --The Securities of this series are subject to
redemption upon not less than [IF APPLICABLE, INSERT -- 30] days' notice by
mail, (1) on _________ in any year commencing with the year _____ and ending
with the year _____ through operation of the sinking fund for this series at the
Redemption Prices for redemption through operation of the sinking fund
(expressed as percentages of the principal amount) set forth in the table below,
and (2) at any time [IF APPLICABLE, INSERT -- on or after __________], as a
whole or in part, at the election of the Company, at the Redemption Prices for
redemption otherwise than through operation of the sinking fund (expressed

A-4

as percentages of the principal amount) set forth in the table below: If
redeemed during the 12-month period beginning ________ of the years indicated,

REDEMPTION PRICE FOR REDEMPTION      REDEMPTION PRICE FOR REDEMPTION 
THROUGH OPERATION OF THE SINKING     THROUGH OPERATION OF THE SINKING
YEAR                  FUND                                 FUND
----     --------------------------------     --------------------------------

and thereafter at a Redemption Price equal to ___% of the principal
amount, together in the case of any such redemption (whether through operation
of the sinking fund or otherwise) with accrued interest to the Redemption Date,
but interest installments whose Stated Maturity is on or prior to such
Redemption Date will be payable to the Holders of such Securities, or one or
more Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

[IF APPLICABLE, INSERT -- Notwithstanding the foregoing, the Company may
not, prior to __________, redeem any Securities of this series as contemplated
by [IF APPLICABLE, INSERT -- Clause (2) of] the preceding paragraph as a part
of, or in anticipation of, any refunding operation by the application, directly
or indirectly, of moneys borrowed having an interest cost to the Company
(calculated in accordance with generally accepted financial practice) of less
than ___% per annum.]

[IF APPLICABLE, INSERT -- The sinking fund for this series provides for
the redemption on ___________, in each year beginning with the year _____ and
ending with the year _____ of [IF APPLICABLE, INSERT - not less than $__________
("mandatory sinking fund") and not more than] $___________ aggregate principal
amount of Securities of this series. Securities of this series acquired or
redeemed by the Company otherwise than through [IF APPLICABLE, INSERT --
mandatory] sinking fund payments may be credited against subsequent [IF
APPLICABLE, INSERT -- mandatory] sinking fund payments otherwise required to be
made IF APPLICABLE, INSERT --, in the inverse order in which they become due].]

[IF THE SECURITY IS SUBJECT TO REDEMPTION OF ANY KIND, INSERT -- In the
event of redemption of this Security in part only, a new Security or Securities
of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.]

[IF APPLICABLE, INSERT -- The Indenture contains provisions for
defeasance at any time of [the entire indebtedness of this Security] [or]
[certain restrictive covenants and Events of Default with respect to this
Security] [, in each case] upon compliance with certain conditions set forth in
the Indenture.]

[IF THE SECURITY IS CONVERTIBLE INTO COMMON STOCK OF THE COMPANY, INSERT
-- Subject to the provisions of the Indenture, the Holder of this Security is
entitled, at its option, at any time on or before [INSERT DATE] (except that, in
case this Security or any portion hereof shall be called for redemption, such
right shall terminate with respect to this Security or portion hereof, as the
case may

A-5

be, so called for redemption at the close of business on the first Business Day
next preceding the date fixed for redemption as provided in the Indenture unless
the Company defaults in making the payment due upon redemption), to convert the
principal amount of this Security (or any portion hereof which is $1,000 or an
integral multiple thereof), into fully paid and non-assessable shares
(calculated as to each conversion to the nearest 1/100th of a share) of the
Common Stock of the Company, as said shares shall be constituted at the date of
conversion, at the conversion price of $_____________ principal amount of
Securities for each share of Common Stock, or at the adjusted conversion price
in effect at the date of conversion determined as provided in the Indenture,
upon surrender of this Security, together with the conversion notice hereon duly
executed, to the Company at the designated office or agency of the Company in
____________, accompanied (if so required by the Company) by instruments of
transfer, in form satisfactory to the Company and to the Trustee, duly executed
by the Holder or by its duly authorized attorney in writing.

Such surrender shall, if made during any period beginning at the close
of business on a Regular Record Date and ending at the opening of business on
the Interest Payment Date next following such Regular Record Date (unless this
Security or the portion being converted shall have been called for redemption on
a Redemption Date during the period beginning at the close of business on a
Regular Record Date and ending at the opening of business on the first Business
Day after the next succeeding Interest Payment Date, or if such Interest Payment
Date is not a Business Day, the second such Business Day), also be accompanied
by payment in funds acceptable to the Company of an amount equal to the interest
payable on such Interest Payment Date on the principal amount of this Security
then being converted. Subject to the aforesaid requirement for payment and, in
the case of a conversion after the Regular Record Date next preceding any
Interest Payment Date and on or before such Interest Payment Date, to the right
of the Holder of this Security (or any Predecessor Security) of record at such
Regular Record Date to receive an installment of interest (with certain
exceptions provided in the Indenture), no adjustment is to be made on conversion
for interest accrued hereon or for dividends on shares of Common Stock issued on
conversion. The Company is not required to issue fractional shares upon any such
conversion, but shall make adjustment therefore in cash on the basis of the
current market value of such fractional interest as provided in the Indenture.
The conversion price is subject to adjustment as provided in the Indenture. In
addition, the Indenture provides that in case of certain consolidations or
mergers to which the Company is a party or the sale of substantially all of the
assets of the Company, the Indenture shall be amended, without the consent of
any Holders of Securities, so that this Security, if then outstanding, will be
convertible thereafter, during the period this Security shall be convertible as
specified above, only into the kind and amount of securities, cash and other
property receivable upon the consolidation, merger or sale by a holder of the
number of shares of Common Stock into which this Security might have been
converted immediately prior to such consolidation, merger or sale (assuming such
holder of Common Stock failed to exercise any rights of election and received
per share the kind and amount received per share by a plurality of non-electing
shares). In the event of conversion of this Security in part only, a new
Security or Securities for the unconverted portion hereof shall be issued in the
name of the Holder hereof upon the cancellation hereof.]

A-6

[IF THE SECURITY IS CONVERTIBLE INTO OTHER SECURITIES OF THE COMPANY,
SPECIFY THE CONVERSION FEATURES.]

The indebtedness evidenced by this Security is, to the extent and in the
manner provided in the Indenture, subordinate and subject in right of payment to
the prior payment in full of all Senior Debt of the Company, and this Security
is issued subject to such provisions of the Indenture with respect thereto. Each
Holder of this Security, by accepting the same, (a) agrees to and shall be bound
by such provisions, (b) authorizes and directs the Trustee on his behalf to take
such action as may be necessary or appropriate to effectuate the subordination
so provided and (c) appoints the Trustee his attorney-in-fact for any and all
such purposes.

[IF THE SECURITY IS NOT AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT --
If an Event of Default with respect to Securities of this series shall occur and
be continuing, the principal of the Securities of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.]

[IF THE SECURITY IS AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT -- If an
Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to -- INSERT FORMULA FOR DETERMINING THE
AMOUNT. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal, premium and interest (in each
case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's obligations in respect of the payment of the
principal of and premium and interest, if any, on the Securities of this series
shall terminate.]

The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of more than 50% in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than a majority in principal
amount of the Securities of this series at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such Event
of Default as Trustee and offered the Trustee reasonable

A-7

indemnity, and the Trustee shall not have received from the Holders of a
majority in principal amount of Securities of this series at the time
Outstanding a direction inconsistent with such request, and shall have failed to
institute any such proceeding, for 60 days after receipt of such notice, request
and offer of indemnity. The foregoing shall not apply to any suit instituted by
the Holder of this Security for the enforcement of any payment of principal
hereof or any premium or interest hereon on or after the respective due dates
expressed herein.

No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and any premium and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or its
attorney duly authorized in writing, and thereupon one or more new Securities of
this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

The Securities of this series are issuable only in registered form
without coupons in denominations of $_____ and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

All terms used in this Security that are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

A-8

FORM OF CONVERSION NOTICE

To:  AMKOR TECHNOLOGY, INC.

The undersigned registered owner of the Security hereby irrevocably
exercises the option to convert this Security, or portion hereof (which is
$1,000 or an integral multiple thereof) below designated, into shares of Common
Stock of Amkor Technology, Inc. in accordance with the terms of the Indenture
referred to in this Security, and directs that the shares issuable and
deliverable upon the conversion, together with any check in payment for
fractional shares and Securities representing any unconverted principal amount
hereof, be issued and delivered to the registered holder hereof unless a
different name has been indicated below. If shares or any portion of this
Security not converted are to be issued in the name of a Person other than the
undersigned, the undersigned will pay all transfer taxes payable with respect
thereto. Any amount required to be paid by the undersigned on account of
interest, Liquidated Damages and taxes accompanies this Security.

Dated:

Fill in for registration of shares if to be delivered, and Securities if to be
issued, other than to and in the name of the registered holder. (Please Print):

----------------------------------------
(Name)

----------------------------------------
(Street Address)

----------------------------------------
(City, State and Zip Code)

Signature Guarantee:
-----------------------------------------------------------

--------------------------------------------------------------------------------
Signature(s)

Principal amount to be converted (if less than all): $___,000

----------------------------------------
Social Security or other Taxpayer Identification Number

[Signatures must be guaranteed by an eligible Guarantor Institution
(banks, brokers, dealers, savings and loan associations and credit unions) with
membership in an approved signature guarantee medallion program pursuant to
Securities and Exchange Commission Rule 17Ad-15 if shares are to be issued, or
Securities are to be delivered, other than to and in the name of the registered
holder(s).]

A-9

EXHIBIT 5.1

April 9, 2002

Amkor Technology, Inc.
Goshen Corporate Park
1345 Enterprise Drive
West Chester, PA 19380

RE:  AMKOR TECHNOLOGY, INC. -- REGISTRATION STATEMENT ON FORM S-3

Ladies and Gentlemen:

At your request, we have examined the Registration Statement on Form S-3
(No. 333-81334), including Amendment No. 1 thereto (the "Registration
Statement"), filed or to be filed by Amkor Technology, Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission in
connection with the registration pursuant to the Securities Act of 1933, as
amended (the "Act"), of the Company's debt securities (the "Debt Securities"),
shares of the Company's Common Stock, $0.001 par value per share (the "Common
Stock"), shares of the Company's Preferred Stock, $0.001 par value per share
(the "Preferred Stock"), depositary shares representing a fraction of a share of
Preferred Stock (the "Depositary Shares"), warrants to purchase Debt Securities,
Preferred Stock or Common Stock (the "Warrants") and subscription rights to
purchase Common Stock, Preferred Stock, Depositary Shares or Warrants (the
"Subscription Rights") with an aggregate offering price of up to $750,000,000.
The Debt Securities, the Common Stock, the Preferred Stock, the Depositary
Shares, the Warrants and the Subscription Rights are to be sold from time to
time as set forth in the Registration Statement, the Prospectus contained
therein (the "Prospectus") and the supplements to the Prospectus (the
"Prospectus Supplements"). The Debt Securities may be either senior debt
securities (the "Senior Debt Securities"), senior subordinated debt securities
(the "Senior Subordinated Debt Securities") or subordinated debt securities (the
"Subordinated Debt Securities").

The Senior Debt Securities are to be issued pursuant to a Senior
Indenture, which has been filed as an exhibit to the Registration Statement (the
"Senior Indenture"), to be entered into between the Company and State Street
Bank and Trust Company, as Trustee (the "Senior Trustee"). The Senior
Subordinated Debt Securities are to be issued pursuant to a Senior Subordinated
Indenture, which has been filed as an exhibit to the Registration Statement (the
"Senior Subordinated Indenture"), to be entered into between the Company and
State Street Bank and Trust Company, as Trustee (the "Senior Subordinated
Trustee"). The Subordinated Debt Securities are to be issued pursuant to a
Subordinated Indenture, which has been filed as an exhibit to the Registration
Statement (the "Subordinated Indenture," together with the Senior

Amkor Technology, Inc.
Registration Statement on Form S-3
April 9, 2002
Page 2

Indenture and the Senior Subordinated Indenture, the "Indentures"), to be
entered into between the Company and State Street Bank and Trust Company, as
Trustee (the "Subordinated Trustee"). Each such Indenture may be supplemented,
in connection with the issuance of each such series, by a supplemental indenture
or other appropriate action of the Company creating such series. The shares of
Preferred Stock may be sold pursuant to an Underwriting Agreement (Preferred
Stock) (the "Preferred Stock Underwriting Agreement"), the Depositary Shares may
be sold pursuant to an Underwriting Agreement (Depositary Shares) (the
"Depositary Shares Underwriting Agreement"), the shares of Common Stock may be
sold pursuant to an Underwriting Agreement (Common Stock) (the "Common Stock
Underwriting Agreement"), the Subscription Rights may be sold pursuant to an
Underwriting Agreement (Subscription Rights) (the "Subscription Rights
Underwriting Agreement") and the Debt Securities may be sold pursuant to an
Underwriting Agreement (Debt Securities) (the "Debt Securities Underwriting
Agreement") or an Underwriting Agreement (Convertible Debt Securities) (the
"Convertible Debt Securities Underwriting Agreement"), in substantially the
respective forms to be filed as exhibits to, or incorporated by reference in,
the Registration Statement. The Debt Securities are to be issued in the forms
included in the Indentures filed as exhibits to the Registration Statement. The
Depositary Shares will be issued pursuant to one or more deposit agreements
(each, a "Deposit Agreement"), by and among the Company and a financial
institution identified therein as the depositary (the "Depositary").

We have examined instruments, documents and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed (a) the authenticity of original documents and
the genuineness of all signatures, (b) the conformity to the originals of all
documents submitted to us as copies, (c) the truth, accuracy and completeness of
the information, representations and warranties contained in the records,
documents, instruments and certificates we have reviewed, (d) the Registration
Statement, and any amendments thereto (including post-effective amendments),
will have become effective under the Act; (e) a prospectus supplement will have
been filed with the Securities and Exchange Commission describing the securities
offered thereby; (f) all securities will be issued and sold in compliance with
applicable federal and state securities laws and in the manner stated in the
Registration Statement and the applicable prospectus supplement; (g) a
definitive purchase, underwriting or similar agreement with respect to any
securities offered will have been duly authorized and validly executed and
delivered by the Company and the other parties thereto; (h) any securities
issuable upon conversion, exchange, redemption or exercise of any securities
being offered will be duly authorized, created and, if appropriate, reserved for
issuance upon such conversion, exchange, redemption or exercise and (i) with
respect to shares of Common Stock or Preferred Stock offered, there will be
sufficient shares of Common Stock or Preferred Stock authorized under the
Company's Charter Documents and not otherwise reserved for issuance.

We are opining herein as to the effect of the subject transaction only of
the General Corporations Law of the State of Delaware and, with respect to our
opinions set forth in

Amkor Technology, Inc.
Registration Statement on Form S-3
April 9, 2002
Page 3

paragraphs 1, 2, 3, 6 and 8 below, the internal laws of the State of New York,
and we express no opinion with respect to the applicability thereto, or the
effect thereon, of the laws of any other jurisdiction or, in the case of
Delaware, any other laws.

Based on such examination, we are of the opinion that:

1. When the issuance of Senior Debt Securities has been duly authorized by
appropriate corporate action and the Senior Debt Securities, in the form
included in the Senior Indenture filed as an exhibit to the Registration
Statement, have been duly completed, executed, authenticated and delivered in
accordance with the Senior Indenture and sold pursuant to the Debt Securities
Underwriting Agreement, the Convertible Debt Securities Underwriting Agreement,
the applicable definitive purchase agreement or similar agreement approved by or
on behalf of the Board of Directors of the Company (the "Board") or upon
exercise of Warrants to purchase Senior Debt Securities, and (in the case of
Senior Debt Securities acquired on the exercise of Warrants to purchase Senior
Debt Securities) when the Company shall have received any additional
consideration which is payable upon such exercise and as described in the
Registration Statement, any amendment thereto, the Prospectus and any Prospectus
Supplement relating thereto, the Senior Debt Securities will be legal, valid and
binding obligations of the Company, entitled to the benefits of the Senior
Indenture.

2. When the issuance of Senior Subordinated Debt Securities has been duly
authorized by appropriate corporate action and the Senior Subordinated Debt
Securities, in the form included in the Senior Subordinated Indenture filed as
an exhibit to the Registration Statement, have been duly completed, executed,
authenticated and delivered in accordance with the Senior Subordinated Indenture
and sold pursuant to the Debt Securities Underwriting Agreement, the Convertible
Debt Securities Underwriting Agreement, the applicable definitive purchase
agreement or similar agreement approved by or on behalf of the Board or upon
exercise of Warrants to purchase Senior Subordinated Debt Securities, and (in
the case of Senior Subordinated Debt Securities acquired on the exercise of
Warrants to purchase Senior Subordinated Debt Securities) when the Company shall
have received any additional consideration which is payable upon such exercise
and as described in the Registration Statement, any amendment thereto, the
Prospectus and any Prospectus Supplement relating thereto, the Senior
Subordinated Debt Securities will be legal, valid and binding obligations of the
Company, entitled to the benefits of the Senior Subordinated Indenture.

3. When the issuance of Subordinated Debt Securities has been duly
authorized by appropriate corporate action and the Subordinated Debt Securities,
in the form included in the Subordinated Indenture filed as an exhibit to the
Registration Statement, have been duly completed, executed, authenticated and
delivered in accordance with the Subordinated Indenture and sold pursuant to the
Debt Securities Underwriting Agreement, the Convertible Debt Securities
Underwriting Agreement, the applicable definitive purchase agreement or similar

Amkor Technology, Inc.
Registration Statement on Form S-3
April 9, 2002
Page 4

agreement approved by or on behalf of the Board or upon exercise of Warrants to
purchase Subordinated Debt Securities, and (in the case of Subordinated Debt
Securities acquired on the exercise of Warrants to purchase Subordinated Debt
Securities) when the Company shall have received any additional consideration
which is payable upon such exercise and as described in the Registration
Statement, any amendment thereto, the Prospectus and any Prospectus Supplement
relating thereto, the Subordinated Debt Securities will be legal, valid and
binding obligations of the Company, entitled to the benefits of the Subordinated
Indenture.

4. When the issuance of the shares of Common Stock has been duly
authorized by appropriate corporate action, including any Common Stock that may
be issuable pursuant to the conversion of any Preferred Stock or Debt Securities
or the exercise of any Warrants or Subscription Rights to purchase Common Stock,
and the shares of Common Stock have been duly issued, sold and delivered in
accordance with the Common Stock Underwriting Agreement, the applicable
definitive purchase agreement or other similar agreement approved by or on
behalf of the Board or upon exercise of Warrants or Subscription Rights to
purchase Common Stock, and (in the case of Common Stock acquired on the exercise
of Warrants or Subscription Rights to purchase Common Stock) when the Company
shall have received any additional consideration which is payable upon such
exercise and as described in the Registration Statement, any amendment thereto,
the Prospectus and any Prospectus Supplement relating thereto, the shares of
Common Stock will be legally issued, fully paid and nonassessable.

5. When (i) the terms of any particular series of Preferred Stock have
been established in accordance with the resolutions of the Company's Board of
Directors authorizing the issuance and sale of such series of Preferred Stock,
(ii) a Certificate of Designation conforming to the Delaware General Corporation
Law regarding such series of Preferred Stock has been filed with the Secretary
of State of the State of Delaware, and (iii) shares of such series of Preferred
Stock have been issued, sold and delivered in accordance with the Preferred
Stock Underwriting Agreement, the applicable definitive purchase agreement or
similar agreement approved by or on behalf of the Board or upon exercise of
Warrants or Subscription Rights to purchase Preferred Stock, and (in the case of
Preferred Stock acquired on the exercise of Warrants or Subscription Rights to
purchase Preferred Stock) when the Company shall have received any additional
consideration which is payable upon such exercise, and in each case as described
in the Registration Statement, any amendment thereto, the Prospectus and the
Prospectus Supplement relating thereto, and in accordance with the terms of the
particular series as established by the Company's Board of Directors, the shares
of Preferred Stock will be legally issued, fully paid and nonassessable.

6. (i) When the terms of any particular series of Depositary Shares have
been established in accordance with the resolutions of the Company's Board of
Directors authorizing the issuance and sale of such series of Depositary Shares,
(ii) when the Company and the Depositary execute and deliver a Deposit Agreement
and the specific terms of a particular

Amkor Technology, Inc.
Registration Statement on Form S-3
April 9, 2002
Page 5

issuance of Depositary Shares have been duly established in accordance with the
terms of a Deposit Agreement and have been duly executed and delivered by the
Depositary and delivered to and paid for by the purchasers thereof in accordance
with the terms and provisions of the Deposit Agreement, the Registration
Statement, any amendments thereto, the Prospectus and the Prospectus Supplement
relating thereto, (iii) assuming the due authorization, execution and delivery
of the Deposit Agreement by the Depositary and the Depositary Shares in
accordance with the terms and provisions of the Deposit Agreement, the
Registration Statement, any amendments thereto, the Prospectus and the
Prospectus Supplement relating thereto, the Depositary Shares will entitle the
holders thereof to the benefits of the Deposit Agreement.

7. When the issuance of the Warrants has been duly authorized by
appropriate corporate action and the Warrants have been duly executed and
delivered against payment therefore, pursuant to a warrant agreement or
agreements duly authorized, executed and delivered by the Company and a warrant
agent, as applicable, or upon exercise of Subscription Rights to purchase
Warrants, and (in the case of Warrants acquired on the exercise of Subscription
Rights to purchase Warrants) when the Company shall have received any additional
consideration which is payable upon such exercise, and in each case as described
in the Registration Statement, any amendment thereto, the Prospectus and any
Prospectus Supplement relating thereto, the Warrants will be legally issued,
fully paid and nonassessable.

8. With respect to Subscription Rights registered under the Registration
Statement, when (i) the Subscription Rights have been duly authorized and
validly executed and delivered by the parties thereto; (ii) the Company's Board
of Directors has taken all necessary corporate action to approve and establish
the terms of such Subscription Rights and to authorize and approve the issuance
thereof, the terms of the offering thereof and related matters; and (iii) when
the Subscription Rights have been duly executed and delivered in accordance with
the Subscription Rights Underwriting Agreement or the applicable definitive
purchase or similar agreement approved by or on behalf of the Board, upon
payment of the consideration therefore provided for therein and as described in
the Registration Statement, any amendment thereto, the Prospectus and any
Prospectus Supplement relating thereto, the Subscription Rights will constitute
legal, valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms.

Our opinion that any document is legal, valid and binding is qualified as
to:

(a) limitations imposed by bankruptcy, insolvency, reorganization,
arrangement, fraudulent conveyance, moratorium or other laws relating to or
affecting the rights of creditors generally;

(b) rights to indemnification and contribution which may be limited
by applicable law or equitable principles; and

Amkor Technology, Inc.
Registration Statement on Form S-3
April 9, 2002
Page 6

(c) general principles of equity, including without limitation,
concepts of materiality, reasonableness, good faith and fair dealing, and the
possible unavailability of specific performance or injunctive relief, and
limitation of rights of acceleration regardless of whether such enforceability
is considered in a proceeding in equity or at law.

We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement and the use of our name wherever it
appears in the Registration Statement, the Prospectus, the Prospectus
Supplement, and in any amendment of supplement thereto. In giving such consent,
we do not believe that we are "experts" within the meaning of such term used in
the Act or the rules and regulations of the Securities and Exchange Commission
issued thereunder with respect to any part of the Registration Statement,
including this opinion as an exhibit or otherwise.

Very truly yours,

WILSON SONSINI GOODRICH & ROSATI
Professional Corporation

/s/ Wilson Sonsini Goodrich & Rosati

EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated January 25, 2002 relating to the
financial statements and financial statement schedule of Amkor Technology, Inc.,
which appears in Amkor Technology, Inc.'s Annual Report on Form 10-K for the
year ended December 31, 2001. We also consent to the reference to us under the
heading "Experts" in such Registration Statement.

/s/  PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania
April 8, 2002

Exhibit 23.2

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated March 19, 2002 relating to the
combined financial statements of Amkor Technology Philippines (P1/P2), Inc. and
Amkor Technology Philippines (P3/P4), Inc., as of and for the years ended
December 31, 2001 and 2000 which appears in Amkor Technology Inc.'s Form 10-K
for the year ended December 31, 2001. We also consent to all references to our
Firm included in this Registration Statement.

/s/  SyCip Gorres Velayo & Co.
SyCip Gorres Velayo & Co.

Makati City, Philippines
April 8, 2002

EXHIBIT 23.3

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and
Shareholders of Amkor Technology, Inc.

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our following reports:

-     dated January 15, 2000 relating to the financial statements of Amkor
Technology Korea, Inc., which appears in Amkor Technology, Inc.'s Form
10-K for the year ended December 31, 2001, and

-     dated January 18, 2002 relating to the consolidated financial statements
of Anam Semiconductor, Inc. and its subsidiary which appears in Amkor
Technology, Inc.'s Current Report on Form 8-K filed on April 1, 2002.

We also consent to all references to our Firm in this Registration
Statement.

/s/  Samil Accounting Corporation
Samil Accounting Corporation

Seoul, Korea
April 8, 2002

Exhibit 23.4

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Amkor Technology, Inc.:

As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports dated
February 3, 2000 included in Amkor Technology Inc.'s Form 10-K for the year
ended December 31, 2001 and to all references to our Firm included in this
registration statement.

/s/  Arthur Andersen LLP
Arthur Andersen LLP

Philadelphia, PA
April 8, 2002

Exhibit 23.5

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-3 of our
report included in Amkor Technology Inc.'s Form 10-K for the year ended December
31, 2001, and to all references to our Firm included in this Registration
Statement.

/s/  Siana Carr and O'Connor, LLP
Siana Carr and O'Connor, LLP

Paoli, PA
April 8, 2002

Exhibit 23.6

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this
Registration Statement of Amkor Technology Inc. on Form S-3 of our report dated
February 9, 2000 with respect to the financial statements of Anam Engineering &
Construction Co., Ltd. for the three years ended December 31, 1999, incorporated
by reference in Amkor Technology Inc.'s Form 10-K for the year ended December
31, 2001, and appearing in Amkor Technology Inc.'s Form 8-K dated March 29,
2002.

/s/ Ahn Kwon & Co.
Ahn Kwon & Co.

Seoul, Korea
April 8, 2002

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility
of a Trustee Pursuant to Section 305(b)(2)

STATE STREET BANK AND TRUST COMPANY
(Exact name of trustee as specified in its charter)

Massachusetts                                      04-1867445
(Jurisdiction of Incorporation or                          (I.R.S. Employer
organization if not a U.S. national bank)                    Identification No.)

225 Franklin Street, Boston, Massachusetts 02110
(Address of principal executive offices) (Zip Code)

Maureen Scannell Bateman, Esq. Executive Vice President and General Counsel
225 Franklin Street, Boston, Massachusetts 02110
(617) 654-3253
(Name, address and telephone number of agent for service)

AMKOR TECHNOLOGY, INCORPORATED
(Exact name of obligor as specified in its charter)

(DELAWARE)                                           (23-1722724)
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                              Identification No.)

1345 Enterprise Drive, West Chester PA 19380
(Address of principal executive offices) (Zip Code)

% SENIOR DEBT SECURITIES
(Title of indenture securities)

GENERAL

ITEM 1.  GENERAL INFORMATION.

FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

(A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISORY AUTHORITY TO
WHICH IT IS SUBJECT.

Department of Banking and Insurance of The Commonwealth of
Massachusetts, 100 Cambridge Street, Boston, Massachusetts.

Board of Governors of the Federal Reserve System, Washington,
D.C., Federal Deposit Insurance Corporation, Washington, DC

(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

Trustee is authorized to exercise corporate trust powers.

ITEM 2.  AFFILIATIONS WITH OBLIGOR.

IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.

The obligor is not an affiliate of the trustee or of its
parent, State Street Corporation.

(See note on page 2.)

ITEM 3. THROUGH ITEM 15.   NOT APPLICABLE.

ITEM 16. LIST OF EXHIBITS.

LIST BELOW ALL EXHIBITS FILED AS PART OF THIS STATEMENT OF ELIGIBILITY.

1. A COPY OF THE ARTICLES OF ASSOCIATION OF THE TRUSTEE AS NOW IN
EFFECT.

A copy of the Articles of Association of the trustee, as now
in effect, is on file with the Securities and Exchange
Commission as Exhibit 1 to Amendment No. 1 to the Statement of
Eligibility and Qualification of Trustee (Form T-1) filed with
the Registration Statement of Morse Shoe, Inc. (File No.
22-17940) and is incorporated herein by reference thereto.

2. A COPY OF THE CERTIFICATE OF AUTHORITY OF THE TRUSTEE TO COMMENCE
BUSINESS, IF NOT CONTAINED IN THE ARTICLES OF ASSOCIATION.

A copy of a Statement from the Commissioner of Banks of
Massachusetts that no certificate of authority for the trustee
to commence business was necessary or issued is on file with
the Securities and Exchange Commission as Exhibit 2 to
Amendment No. 1 to the Statement of Eligibility and
Qualification of Trustee (Form T-1) filed with the
Registration Statement of Morse Shoe, Inc. (File No. 22-17940)
and is incorporated herein by reference thereto.

3. A COPY OF THE AUTHORIZATION OF THE TRUSTEE TO EXERCISE CORPORATE
TRUST POWERS, IF SUCH AUTHORIZATION IS NOT CONTAINED IN THE DOCUMENTS
SPECIFIED IN PARAGRAPH (1) OR (2), ABOVE.

A copy of the authorization of the trustee to exercise
corporate trust powers is on file with the Securities and
Exchange Commission as Exhibit 3 to Amendment No. 1 to the
Statement of Eligibility and Qualification of Trustee (Form
T-1) filed with the Registration Statement of Morse Shoe, Inc.
(File No. 22-17940) and is incorporated herein by reference
thereto.

4. A COPY OF THE EXISTING BY-LAWS OF THE TRUSTEE, OR INSTRUMENTS
CORRESPONDING THERETO.

A copy of the by-laws of the trustee, as now in effect, is on
file with the Securities and Exchange Commission as Exhibit 4
to the Statement of Eligibility and Qualification of Trustee
(Form T-1) filed with the Registration Statement of the Senior
Housing Properties Trust (File No. 333-60392) and is
incorporated herein by reference thereto.

1

5. A COPY OF EACH INDENTURE REFERRED TO IN ITEM 4. IF THE OBLIGOR IS IN
DEFAULT.

Not applicable.

6. THE CONSENTS OF UNITED STATES INSTITUTIONAL TRUSTEES REQUIRED BY
SECTION 321(B) OF THE ACT.

The consent of the trustee required by Section 321(b) of the
Act is annexed hereto as Exhibit 6 and made a part hereof.

7. A COPY OF THE LATEST REPORT OF CONDITION OF THE TRUSTEE PUBLISHED
PURSUANT TO LAW OR THE REQUIREMENTS OF ITS SUPERVISING OR EXAMINING
AUTHORITY.

A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its
supervising or examining authority is annexed hereto as
Exhibit 7 and made a part hereof.

NOTES

In answering any item of this Statement of Eligibility which relates to matters
peculiarly within the knowledge of the obligor or any underwriter for the
obligor, the trustee has relied upon information furnished to it by the obligor
and the underwriters, and the trustee disclaims responsibility for the accuracy
or completeness of such information.

The answer furnished to Item 2. of this statement will be amended, if necessary,
to reflect any facts which differ from those stated and which would have been
required to be stated if known at the date hereof.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
trustee, State Street Bank and Trust Company, a corporation organized and
existing under the laws of The Commonwealth of Massachusetts, has duly caused
this statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Boston and The Commonwealth of
Massachusetts, on the 1st of March, 2002.

STATE STREET BANK AND TRUST COMPANY

BY: /s/ Kenneth R. Ring
-------------------------------
NAME: Kenneth R. Ring
TITLE: Assistant Vice President

2

EXHIBIT 6

CONSENT OF THE TRUSTEE

Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of
1939, as amended, in connection with the proposed issuance by AMKOR TECHNOLOGY
INCORPORATED of its SENIOR DEBT SECURITIES, we hereby consent that reports of
examination by Federal, State, Territorial or District authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor.

STATE STREET BANK AND TRUST COMPANY

BY: /s/ Kenneth R. Ring
-------------------------------
NAME: Kenneth R. Ring
TITLE: Assistant Vice President

DATED: MARCH 1, 2002

3

EXHIBIT 7

Consolidated Report of Condition of State Street Bank and Trust Company,
Massachusetts and foreign and domestic subsidiaries, a state banking institution
organized and operating under the banking laws of this commonwealth and a member
of the Federal Reserve System, at the close of business September 30, 2001
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act and in accordance
with a call made by the Commissioner of Banks under General Laws, Chapter 172,
Section 22(a).

ASSETS                                                                                             THOUSANDS OF DOLLARS

Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin .........................                      $  2,078,210.00
Interest-bearing balances ..................................................                      $ 20,877,735.00
Securities .....................................................................                      $ 17,960,077.00
Federal funds sold and securities purchased
under agreements to resell in domestic offices
of the bank and its Edge subsidiary ........................................                      $ 15,596,333.00
Loans and lease financing receivables:
Loans and leases, net of unearned income ...................................  $ 6,658,140.00
Allowance for loan and lease losses ........................................  $    55,243.00
Allocated transfer risk reserve ............................................  $         0.00
Loans and leases, net of unearned income and allowances ....................                      $  6,602,897.00
Assets held in trading accounts ................................................                      $  1,893,178.00
Premises and fixed assets ......................................................                      $    583,130.00
Other real estate owned ........................................................                      $          0.00
Investments in unconsolidated subsidiaries .....................................                      $     34,144.00
Customers' liability to this bank on acceptances outstanding ...................                      $    103,216.00
Intangible assets ..............................................................                      $    487,816.00
Other assets ...................................................................                      $  1,860,949.00
Total assets ...................................................................                      $ 68,077,685.00
---------------

LIABILITIES
Deposits:
In domestic offices ........................................................                      $ 17,285,276.00
Noninterest-bearing ....................................................  $12,321,416.00
Interest-bearing .......................................................  $ 4,963,860.00
In foreign offices and Edge subsidiary .....................................                      $ 26,950,782.00
Noninterest-bearing ....................................................  $    46,386.00
Interest-bearing .......................................................  $26,904,396.00
Federal funds purchased and securities sold under
agreements to repurchase in domestic offices of
the bank and of its Edge subsidiary ........................................                      $ 14,765,194.00
Demand notes issued to the U.S. Treasury .......................................                      $          0.00
Trading liabilities                                                                                   $  1,216,739.00
Other borrowed money ...........................................................                      $    911,701.00
Subordinated Notes and Debentures ..............................................                      $          0.00
Bank's liability on acceptances executed and outstanding .......................                      $    103,216.00
Other liabilities ..............................................................                      $  2,605,447.00
Total liabilities ..............................................................                      $ 63,838,355.00
---------------
Minority interest in consolidated subsidiaries .................................                      $     48,495.00
===============

EQUITY CAPITAL
Perpetual preferred stock and related surplus ..................................                      $          0.00
Common stock ...................................................................                      $     29,931.00
Surplus ........................................................................                      $    577,219.00
Retained Earnings ..............................................................                      $  3,490,205.00
Accumulated other comprehensive income .....................................                      $     93,480.00
Other equity capital components ................................................                      $          0.00
Undivided profits and capital reserves/Net unrealized holding gains (losses) ...                      $          0.00
Net unrealized holding gains (losses) on available-for-sale securities .....                      $          0.00
Cumulative foreign currency translation adjustments ............................                      $          0.00
Total equity capital ...........................................................                      $  4,190,835.00
TOTAL LIABILITIES, MINORITY INTEREST AND EQUITY CAPITAL ........................                      $ 68,077,685.00
===============

4

I, Frederick P. Baughman, Senior Vice President and Comptroller of the above
named bank do hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the Board of Governors of the
Federal Reserve System and is true to the best of my knowledge and belief.

Frederick P. Baughman

We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.

Ronald E. Logue

David A. Spina

Truman S. Casner

EXHIBIT 25.2

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility
of a Trustee Pursuant to Section 305(b)(2)

STATE STREET BANK AND TRUST COMPANY
(Exact name of trustee as specified in its charter)

Massachusetts                                04-1867445
(Jurisdiction of Incorporation or                  (I.R.S. Employer
organization if not a U.S. national bank)             Identification No.)

225 Franklin Street, Boston, Massachusetts  02110
(Address of principal executive offices) (Zip Code)

Maureen Scannell Bateman, Esq. Executive Vice President and General Counsel
225 Franklin Street, Boston, Massachusetts 02110
(617) 654-3253
(Name, address and telephone number of agent for service)

AMKOR TECHNOLOGY, INCORPORATED
(Exact name of obligor as specified in its charter)

(DELAWARE)                                 (23-1722724)
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                   Identification No.)

1345 Enterprise Drive, West Chester PA 19380
(Address of principal executive offices) (Zip Code)

% SENIOR SUBORDINATED DEBT SECURITIES
(Title of indenture securities)

GENERAL

ITEM 1.     GENERAL INFORMATION.

FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

(a)   NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISORY AUTHORITY TO
WHICH IT IS SUBJECT.

Department of Banking and Insurance of The Commonwealth
of Massachusetts, 100 Cambridge Street, Boston,
Massachusetts.

Board of Governors of the Federal Reserve System,
Washington, D.C., Federal Deposit Insurance Corporation,
Washington, DC

(b)   WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

Trustee is authorized to exercise corporate trust
powers.

ITEM 2.     AFFILIATIONS WITH OBLIGOR.

IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.

The obligor is not an affiliate of the trustee or of its
parent, State Street Corporation.

(See note on page 2.)

ITEM 3. THROUGH ITEM 15.        NOT APPLICABLE.

ITEM 16.    LIST OF EXHIBITS.

LIST BELOW ALL EXHIBITS FILED AS PART OF THIS STATEMENT OF
ELIGIBILITY.

1.    A COPY OF THE ARTICLES OF ASSOCIATION OF THE TRUSTEE AS NOW IN
EFFECT.

A copy of the Articles of Association of the trustee, as
now in effect, is on file with the Securities and
Exchange Commission as Exhibit 1 to Amendment No. 1 to
the Statement of Eligibility and Qualification of
Trustee (Form T-1) filed with the Registration Statement
of Morse Shoe, Inc. (File No. 22-17940) and is
incorporated herein by reference thereto.

2.    A COPY OF THE CERTIFICATE OF AUTHORITY OF THE TRUSTEE TO
COMMENCE BUSINESS, IF NOT CONTAINED IN THE ARTICLES OF
ASSOCIATION.

A copy of a Statement from the Commissioner of Banks of
Massachusetts that no certificate of authority for the
trustee to commence business was necessary or issued is
on file with the Securities and Exchange Commission as
Exhibit 2 to Amendment No. 1 to the Statement of
Eligibility and Qualification of Trustee (Form T-1)
filed with the Registration Statement of Morse Shoe,
Inc. (File No. 22-17940) and is incorporated herein by
reference thereto.

3.    A COPY OF THE AUTHORIZATION OF THE TRUSTEE TO EXERCISE
CORPORATE TRUST POWERS, IF SUCH AUTHORIZATION IS NOT CONTAINED
IN THE DOCUMENTS SPECIFIED IN PARAGRAPH (1) OR (2), ABOVE.

A copy of the authorization of the trustee to exercise
corporate trust powers is on file with the Securities
and Exchange Commission as Exhibit 3 to Amendment No. 1
to the Statement of Eligibility and Qualification of
Trustee (Form T-1) filed with the Registration Statement
of Morse Shoe, Inc. (File No. 22-17940) and is
incorporated herein by reference thereto.

4.    A COPY OF THE EXISTING BY-LAWS OF THE TRUSTEE, OR INSTRUMENTS
CORRESPONDING THERETO.

A copy of the by-laws of the trustee, as now in effect,
is on file with the Securities and Exchange Commission
as Exhibit 4 to the Statement of Eligibility and
Qualification of Trustee (Form T-1) filed with the
Registration Statement of the Senior Housing Properties
Trust (File No. 333-60392) and is incorporated herein by
reference thereto.

1

5.    A COPY OF EACH INDENTURE REFERRED TO IN ITEM 4. IF THE OBLIGOR
IS IN DEFAULT.

Not applicable.

6.    THE CONSENTS OF UNITED STATES INSTITUTIONAL TRUSTEES REQUIRED
BY SECTION 321(b) OF THE ACT.

The consent of the trustee required by Section 321(b) of
the Act is annexed hereto as Exhibit 6 and made a part
hereof.

7.    A COPY OF THE LATEST REPORT OF CONDITION OF THE TRUSTEE
PUBLISHED PURSUANT TO LAW OR THE REQUIREMENTS OF ITS
SUPERVISING OR EXAMINING AUTHORITY.

A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its
supervising or examining authority is annexed hereto as
Exhibit 7 and made a part hereof.

NOTES

In answering any item of this Statement of Eligibility which relates to matters
peculiarly within the knowledge of the obligor or any underwriter for the
obligor, the trustee has relied upon information furnished to it by the obligor
and the underwriters, and the trustee disclaims responsibility for the accuracy
or completeness of such information.

The answer furnished to Item 2. of this statement will be amended, if necessary,
to reflect any facts which differ from those stated and which would have been
required to be stated if known at the date hereof.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
trustee, State Street Bank and Trust Company, a corporation organized and
existing under the laws of The Commonwealth of Massachusetts, has duly caused
this statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Boston and The Commonwealth of
Massachusetts, on the 1st of March, 2002.

STATE STREET BANK AND TRUST COMPANY

BY: /s/ Kenneth R. Ring
---------------------------------
NAME: Kenneth R. Ring
TITLE: Assistant Vice President

2

EXHIBIT 6

CONSENT OF THE TRUSTEE

Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of
1939, as amended, in connection with the proposed issuance by AMKOR TECHNOLOGY
INCORPORATED of its SENIOR SUBORDINATED DEBT SECURITIES, we hereby consent that
reports of examination by Federal, State, Territorial or District authorities
may be furnished by such authorities to the Securities and Exchange Commission
upon request therefor.

STATE STREET BANK AND TRUST COMPANY

BY:  /s/ Kenneth R. Ring
---------------------------------
NAME: Kenneth R. Ring
TITLE: Assistant Vice President

DATED: MARCH 1, 2002

-3-

EXHIBIT 7

Consolidated Report of Condition of State Street Bank and Trust Company,
Massachusetts and foreign and domestic subsidiaries, a state banking institution
organized and operating under the banking laws of this commonwealth and a member
of the Federal Reserve System, at the close of business September 30, 2001
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act and in accordance
with a call made by the Commissioner of Banks under General Laws, Chapter 172,
Section 22(a).

ASSETS                                                                                                      THOUSANDS OF DOLLARS

Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin .....................                       $ 2,078,210.00
Interest-bearing balances ..............................................                       $20,877,735.00
Securities .............................................................................                       $17,960,077.00
Federal funds sold and securities purchased
under agreements to resell in domestic offices
of the bank and its Edge subsidiary ....................................                       $15,596,333.00
Loans and lease financing receivables:
Loans and leases, net of unearned income ...............................   $ 6,658,140.00
Allowance for loan and lease losses ....................................   $    55,243.00
Allocated transfer risk reserve ........................................   $         0.00
Loans and leases, net of unearned income and allowances ................                       $ 6,602,897.00
Assets held in trading accounts ........................................................                       $ 1,893,178.00
Premises and fixed assets ..............................................................                       $   583,130.00
Other real estate owned ................................................................                       $         0.00
Investments in unconsolidated subsidiaries .............................................                       $    34,144.00
Customers' liability to this bank on acceptances outstanding ...........................                       $   103,216.00
Intangible assets ......................................................................                       $   487,816.00
Other assets ...........................................................................                       $ 1,860,949.00
Total assets ...........................................................................                       $68,077,685.00
==============

LIABILITIES
Deposits:
In domestic offices ....................................................                       $17,285,276.00
Noninterest-bearing .....................................   $12,321,416.00
Interest-bearing ........................................   $ 4,963,860.00
In foreign offices and Edge subsidiary .................................                       $26,950,782.00
Noninterest-bearing .....................................   $    46,386.00
Interest-bearing ........................................   $26,904,396.00
Federal funds purchased and securities sold under
agreements to repurchase in domestic offices of
the bank and of its Edge subsidiary ....................................                       $14,765,194.00
Demand notes issued to the U.S. Treasury ...............................................                       $         0.00
Trading liabilities ....................................................................                       $ 1,216,739.00
Other borrowed money ...................................................................                       $   911,701.00
Subordinated Notes and Debentures ......................................................                       $         0.00
Bank's liability on acceptances executed and outstanding ...............................                       $   103,216.00
Other liabilities ......................................................................                       $ 2,605,447.00
Total liabilities ......................................................................                       $63,838,355.00
--------------
Minority interest in consolidated subsidiaries .........................................                       $    48,495.00
==============

EQUITY CAPITAL
Perpetual preferred stock and related surplus ..........................................                       $         0.00
Common stock ...........................................................................                       $    29,931.00
Surplus ................................................................................                       $   577,219.00
Retained Earnings ......................................................................                       $ 3,490,205.00
Accumulated other comprehensive income .................................                       $    93,480.00
Other equity capital components ........................................................                       $         0.00
Undivided profits and capital reserves/Net unrealized holding gains (losses) ...........                       $         0.00
Net unrealized holding gains (losses) on available-for-sale securities .                       $         0.00
Cumulative foreign currency translation adjustments . ..................................                       $         0.00
Total equity capital ...................................................................                       $ 4,190,835.00
TOTAL LIABILITIES, MINORITY INTEREST AND EQUITY CAPITAL ................................                       $68,077,685.00
==============

-4-

I, Frederick P. Baughman, Senior Vice President and Comptroller of the above
named bank do hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the Board of Governors of the
Federal Reserve System and is true to the best of my knowledge and belief.

Frederick P. Baughman

We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.

Ronald E. Logue
David A. Spina
Truman S. Casner

EXHIBIT 25.3

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility
of a Trustee Pursuant to Section 305(b)(2)

STATE STREET BANK AND TRUST COMPANY
(Exact name of trustee as specified in its charter)

Massachusetts                            04-1867445
(Jurisdiction of Incorporation or               (I.R.S. Employer
organization if not a U.S. national bank)          Identification No.)

225 Franklin Street, Boston, Massachusetts  02110
(Address of principal executive offices) (Zip Code)

Maureen Scannell Bateman, Esq. Executive Vice President and General Counsel
225 Franklin Street, Boston, Massachusetts 02110
(617) 654-3253
(Name, address and telephone number of agent for service)

AMKOR TECHNOLOGY, INCORPORATED
(Exact name of obligor as specified in its charter)

(DELAWARE)                              (23-1722724)
(State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)                Identification No.)

1345 Enterprise Drive, West Chester PA 19380
(Address of principal executive offices) (Zip Code)

% SUBORDINATED DEBT SECURITIES
(Title of indenture securities)

GENERAL

ITEM 1.     GENERAL INFORMATION.

FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

(a)   NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISORY AUTHORITY TO
WHICH IT IS SUBJECT.

Department of Banking and Insurance of The Commonwealth
of Massachusetts, 100 Cambridge Street, Boston,
Massachusetts.

Board of Governors of the Federal Reserve System,
Washington, D.C., Federal Deposit Insurance Corporation,
Washington, DC

(b)   WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

Trustee is authorized to exercise corporate trust
powers.

ITEM 2.     AFFILIATIONS WITH OBLIGOR.

IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.

The obligor is not an affiliate of the trustee or of its
parent, State Street Corporation.

(See note on page 2.)

ITEM 3. THROUGH ITEM 15.              NOT APPLICABLE.

ITEM 16.    LIST OF EXHIBITS.

LIST BELOW ALL EXHIBITS FILED AS PART OF THIS STATEMENT OF
ELIGIBILITY.

1.    A COPY OF THE ARTICLES OF ASSOCIATION OF THE TRUSTEE AS NOW IN
EFFECT.

A copy of the Articles of Association of the trustee, as
now in effect, is on file with the Securities and
Exchange Commission as Exhibit 1 to Amendment No. 1 to
the Statement of Eligibility and Qualification of
Trustee (Form T-1) filed with the Registration Statement
of Morse Shoe, Inc. (File No. 22-17940) and is
incorporated herein by reference thereto.

2.    A COPY OF THE CERTIFICATE OF AUTHORITY OF THE TRUSTEE TO
COMMENCE BUSINESS, IF NOT CONTAINED IN THE ARTICLES OF
ASSOCIATION.

A copy of a Statement from the Commissioner of Banks of
Massachusetts that no certificate of authority for the
trustee to commence business was necessary or issued is
on file with the Securities and Exchange Commission as
Exhibit 2 to Amendment No. 1 to the Statement of
Eligibility and Qualification of Trustee (Form T-1)
filed with the Registration Statement of Morse Shoe,
Inc. (File No. 22-17940) and is incorporated herein by
reference thereto.

3.    A COPY OF THE AUTHORIZATION OF THE TRUSTEE TO EXERCISE
CORPORATE TRUST POWERS, IF SUCH AUTHORIZATION IS NOT CONTAINED
IN THE DOCUMENTS SPECIFIED IN PARAGRAPH (1) OR (2), ABOVE.

A copy of the authorization of the trustee to exercise
corporate trust powers is on file with the Securities
and Exchange Commission as Exhibit 3 to Amendment No. 1
to the Statement of Eligibility and Qualification of
Trustee (Form T-1) filed with the Registration Statement
of Morse Shoe, Inc. (File No. 22-17940) and is
incorporated herein by reference thereto.

4.    A COPY OF THE EXISTING BY-LAWS OF THE TRUSTEE, OR INSTRUMENTS
CORRESPONDING THERETO.

A copy of the by-laws of the trustee, as now in effect,
is on file with the Securities and Exchange Commission
as Exhibit 4 to the Statement of Eligibility and
Qualification of Trustee (Form T-1) filed with the
Registration Statement of the Senior Housing Properties
Trust (File No. 333-60392) and is incorporated herein by
reference thereto.

1

5.    A COPY OF EACH INDENTURE REFERRED TO IN ITEM 4. IF THE OBLIGOR
IS IN DEFAULT.

Not applicable.

6.    THE CONSENTS OF UNITED STATES INSTITUTIONAL TRUSTEES REQUIRED
BY SECTION 321(B) OF THE ACT.

The consent of the trustee required by Section 321(b) of
the Act is annexed hereto as Exhibit 6 and made a part
hereof.

7.    A COPY OF THE LATEST REPORT OF CONDITION OF THE TRUSTEE
PUBLISHED PURSUANT TO LAW OR THE REQUIREMENTS OF ITS
SUPERVISING OR EXAMINING AUTHORITY.

A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its
supervising or examining authority is annexed hereto as
Exhibit 7 and made a part hereof.

NOTES

In answering any item of this Statement of Eligibility which relates to matters
peculiarly within the knowledge of the obligor or any underwriter for the
obligor, the trustee has relied upon information furnished to it by the obligor
and the underwriters, and the trustee disclaims responsibility for the accuracy
or completeness of such information.

The answer furnished to Item 2. of this statement will be amended, if necessary,
to reflect any facts which differ from those stated and which would have been
required to be stated if known at the date hereof.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
trustee, State Street Bank and Trust Company, a corporation organized and
existing under the laws of The Commonwealth of Massachusetts, has duly caused
this statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Boston and The Commonwealth of
Massachusetts, on the 1st of March, 2002.

STATE STREET BANK AND TRUST COMPANY

BY:  /s/ Kenneth R. Ring
-----------------------------------
NAME: Kenneth R. Ring
TITLE: Assistant Vice President

2

EXHIBIT 6

CONSENT OF THE TRUSTEE

Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of
1939, as amended, in connection with the proposed issuance by AMKOR TECHNOLOGY
INCORPORATED of its SUBORDINATED DEBT SECURITIES, we hereby consent that reports
of examination by Federal, State, Territorial or District authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor.

STATE STREET BANK AND TRUST COMPANY

BY: /s/ Kenneth R. Ring
-----------------------------------
NAME: Kenneth R. Ring
TITLE: Assistant Vice President

DATED: MARCH 1, 2002

3

EXHIBIT 7

Consolidated Report of Condition of State Street Bank and Trust Company,
Massachusetts and foreign and domestic subsidiaries, a state banking institution
organized and operating under the banking laws of this commonwealth and a member
of the Federal Reserve System, at the close of business September 30, 2001
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act and in accordance
with a call made by the Commissioner of Banks under General Laws, Chapter 172,
Section 22(a).

ASSETS                                                                                                      THOUSANDS OF DOLLARS

Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin ...................                         $ 2,078,210.00
Interest-bearing balances ............................................                         $20,877,735.00
Securities ...........................................................................                         $17,960,077.00
Federal funds sold and securities purchased
under agreements to resell in domestic offices
of the bank and its Edge subsidiary ..................................                         $15,596,333.00
Loans and lease financing receivables:
Loans and leases, net of unearned income .............................     $ 6,658,140.00
Allowance for loan and lease losses ..................................     $    55,243.00
Allocated transfer risk reserve ......................................     $         0.00
Loans and leases, net of unearned income and allowances ..............                         $ 6,602,897.00
Assets held in trading accounts ......................................................                         $ 1,893,178.00
Premises and fixed assets ............................................................                         $   583,130.00
Other real estate owned ..............................................................                         $         0.00
Investments in unconsolidated subsidiaries ...........................................                         $    34,144.00
Customers' liability to this bank on acceptances outstanding .........................                         $   103,216.00
Intangible assets ....................................................................                         $   487,816.00
Other assets .........................................................................                         $ 1,860,949.00
Total assets .........................................................................                         $68,077,685.00
--------------

LIABILITIES
Deposits:
In domestic offices ..................................................                         $17,285,276.00
Noninterest-bearing ...................................     $12,321,416.00
Interest-bearing ......................................     $ 4,963,860.00
In foreign offices and Edge subsidiary ...............................                         $26,950,782.00
Noninterest-bearing ...................................     $    46,386.00
Interest-bearing ......................................     $26,904,396.00
Federal funds purchased and securities sold under
agreements to repurchase in domestic offices of
the bank and of its Edge subsidiary ..................................                         $14,765,194.00
Demand notes issued to the U.S. Treasury .............................................                         $         0.00
Trading liabilities ..................................................................                         $ 1,216,739.00
Other borrowed money .................................................................                         $   911,701.00
Subordinated Notes and Debentures ....................................................                         $         0.00
Bank's liability on acceptances executed and outstanding .............................                         $   103,216.00
Other liabilities ....................................................................                         $ 2,605,447.00
Total liabilities ....................................................................                         $63,838,355.00
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Minority interest in consolidated subsidiaries .......................................                         $    48,495.00
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EQUITY CAPITAL
Perpetual preferred stock and related surplus ........................................                         $         0.00
Common stock .........................................................................                         $    29,931.00
Surplus ..............................................................................                         $   577,219.00
Retained Earnings ....................................................................                         $ 3,490,205.00
Accumulated other comprehensive income ...............................                         $    93,480.00
Other equity capital components ......................................................                         $         0.00
Undivided profits and capital reserves/Net unrealized holding gains (losses) .........                         $         0.00
Net unrealized holding gains (losses) on available-for-sale securities                         $         0.00
Cumulative foreign currency translation adjustments ..................................                         $         0.00
Total equity capital .................................................................                         $ 4,190,835.00
TOTAL LIABILITIES, MINORITY INTEREST AND EQUITY CAPITAL ..............................                         $68,077,685.00
--------------

4

I, Frederick P. Baughman, Senior Vice President and Comptroller of the above
named bank do hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the Board of Governors of the
Federal Reserve System and is true to the best of my knowledge and belief.

Frederick P. Baughman

We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.

Ronald E. Logue
David A. Spina
Truman S. Casner