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                                                                     Exhibit 4.1

                                                               EXECUTION VERSION

================================================================================

                             AMKOR TECHNOLOGY, INC.

                                       and

                           the GUARANTORS NAMED HEREIN

                           9.25% SENIOR NOTES DUE 2016

                                   ----------

                                    INDENTURE

                            Dated as of May 26, 2006

                                   ----------

                         U.S. BANK NATIONAL ASSOCIATION

                                     Trustee

                                   ----------

================================================================================


                                TABLE OF CONTENTS



                                                                            Page
                                                                            ----
                                                                         
ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE.....................     1
   Section 1.01.  Definitions............................................     1
   Section 1.02.  Other Definitions......................................    15
   Section 1.03.  Incorporation by Reference of Trust Indenture Act......    15
   Section 1.04.  Rules of Construction..................................    16

ARTICLE 2 THE NOTES......................................................    16
   Section 2.01.  Form and Dating........................................    16
   Section 2.02.  Execution and Authentication...........................    17
   Section 2.03.  Registrar and Paying Agent.............................    17
   Section 2.04.  Paying Agent to Hold Money in Trust....................    18
   Section 2.05.  Holder Lists...........................................    18
   Section 2.06.  Transfer and Exchange..................................    18
   Section 2.07.  Replacement Notes......................................    21
   Section 2.08.  Outstanding Notes......................................    21
   Section 2.09.  Treasury Notes.........................................    21
   Section 2.10.  Temporary Notes........................................    21
   Section 2.11.  Cancellation...........................................    22
   Section 2.12.  Defaulted Interest.....................................    22

ARTICLE 3 REDEMPTION AND REPAYMENT.......................................    22
   Section 3.01.  Notices to Trustee.....................................    22
   Section 3.02.  Selection of Notes to Be Redeemed......................    22
   Section 3.03.  Notice of Redemption...................................    23
   Section 3.04.  Effect of Notice of Redemption.........................    23
   Section 3.05.  Deposit of Redemption Price............................    24
   Section 3.06.  Notes Redeemed in Part.................................    24
   Section 3.07.  Optional Redemption....................................    24
   Section 3.08.  No Mandatory Redemption................................    25
   Section 3.09.  Offer to Purchase by Application of Excess Proceeds....    25

ARTICLE 4 COVENANTS......................................................    26
   Section 4.01.  Payment of Notes.......................................    26



                                        i




                                                                         
   Section 4.02.  Maintenance of Office or Agency........................    27
   Section 4.03.  Reports................................................    27
   Section 4.04.  Compliance Certificate.................................    27
   Section 4.05.  Taxes..................................................    28
   Section 4.06.  Stay, Extension and Usury Laws.........................    28
   Section 4.07.  Restricted Payments....................................    28
   Section 4.08.  Dividend and Other Payment Restrictions Affecting
                  Subsidiaries...........................................    31
   Section 4.09.  Incurrence of Indebtedness and Issuance of Preferred
                  Stock..................................................    31
   Section 4.10.  Asset Sales............................................    34
   Section 4.11.  Transactions with Affiliates...........................    35
   Section 4.12.  Liens..................................................    36
   Section 4.13.  Corporate Existence....................................    36
   Section 4.14.  Offer to Repurchase Upon Change of Control.............    36
   Section 4.15.  Limitation on Issuances and Sales of Capital Stock in
                  Wholly Owned Subsidiaries..............................    37
   Section 4.16.  Payments for Consent...................................    38
   Section 4.17.  Future Subsidiary Guarantees...........................    38
   Section 4.18.  Designation of Restricted and Unrestricted
                  Subsidiaries...........................................    38
   Section 4.19.  Limitation on Sale and Leaseback Transactions..........    38

ARTICLE 5 SUCCESSORS.....................................................    39
   Section 5.01.  Merger, Consolidation, or Sale of Assets...............    39
   Section 5.02.  Successor Corporation Substituted......................    39

ARTICLE 6 DEFAULTS AND REMEDIES..........................................    39
   Section 6.01.  Events of Default......................................    39
   Section 6.02.  Acceleration...........................................    41
   Section 6.03.  Other Remedies.........................................    41
   Section 6.04.  Waiver of Past Defaults................................    41
   Section 6.05.  Control by Majority....................................    42
   Section 6.06.  Limitation on Suits....................................    42
   Section 6.07.  Rights of Holders of Notes to Receive Payment..........    42
   Section 6.08.  Collection Suit by Trustee.............................    42
   Section 6.09.  Trustee May File Proofs of Claim.......................    43
   Section 6.10.  Priorities.............................................    43



                                       ii




                                                                         
   Section 6.11.  Undertaking for Costs..................................    43

ARTICLE 7 TRUSTEE........................................................    44
   Section 7.01.  Duties of Trustee......................................    44
   Section 7.02.  Rights of Trustee......................................    45
   Section 7.03.  Individual Rights of Trustee...........................    45
   Section 7.04.  Trustee's Disclaimer...................................    45
   Section 7.05.  Notice of Defaults.....................................    45
   Section 7.06.  Reports by Trustee to Holders of the Notes.............    46
   Section 7.07.  Compensation and Indemnity.............................    46
   Section 7.08.  Replacement of Trustee.................................    47
   Section 7.09.  Successor Trustee by Merger, etc.......................    48
   Section 7.10.  Eligibility; Disqualification..........................    48
   Section 7.11.  Preferential Collection of Claims Against Company......    48

ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE.......................    48
   Section 8.01.  Option to Effect Legal Defeasance or Covenant
                  Defeasance.............................................    48
   Section 8.02.  Legal Defeasance and Discharge.........................    48
   Section 8.03.  Covenant Defeasance....................................    49
   Section 8.04.  Conditions to Legal or Covenant Defeasance.............    49
   Section 8.05.  Deposited Money and Government Securities to be Held
                  in Trust; Other Miscellaneous Provisions...............    50
   Section 8.06.  Repayment to Company...................................    51
   Section 8.07.  Reinstatement..........................................    51

ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER...............................    51
   Section 9.01.  Without Consent of Holders of Notes....................    51
   Section 9.02.  With Consent of Holders of Notes.......................    52
   Section 9.03.  Compliance with Trust Indenture Act....................    53
   Section 9.04.  Revocation and Effect of Consents......................    53
   Section 9.05.  Notation on or Exchange of Notes.......................    54
   Section 9.06.  Trustee to Sign Amendments, etc........................    54

ARTICLE 10 NOTE GUARANTEES...............................................    54
   Section 10.01. Guarantee..............................................    54
   Section 10.02. Limitation on Guarantor Liability......................    55
   Section 10.03. Execution and Delivery of Note Guarantee...............    55



                                       iii




                                                                         
   Section 10.04. Guarantors May Consolidate, etc., on Certain Terms.....    56
   Section 10.05. Release of Notes Guarantors............................    56

ARTICLE 11 MISCELLANEOUS.................................................    57
   Section 11.01. Trust Indenture Act Controls...........................    57
   Section 11.02. Notices................................................    57
   Section 11.03. Communication by Holders of Notes with Other Holders
                  of Notes...............................................    58
   Section 11.04. Certificate and Opinion as to Conditions Precedent.....    58
   Section 11.05. Statements Required in Certificate or Opinion..........    59
   Section 11.06. Rules by Trustee and Agents............................    59
   Section 11.07. No Personal Liability of Directors, Officers, Employees
                  and Stockholders.......................................    59
   Section 11.08. Governing Law, Consent to Jurisdiction and Service of
                  Process................................................    59
   Section 11.09. Agent for Service; Submission to Jurisdiction..........    60
   Section 11.10. No Adverse Interpretation of Other Agreements..........    60
   Section 11.11. Successors.............................................    60
   Section 11.12. Severability...........................................    60
   Section 11.13. Counterpart Originals..................................    60
   Section 11.14. Table of Contents, Headings, etc.......................    60
   Section 11.15. Designated Senior Debt.................................    61


                                    EXHIBITS

Exhibit A FORM OF NOTE
Exhibit B FORM OF NOTE GUARANTEE
Exhibit C FORM OF SUPPLEMENTAL INDENTURE


                                       iv



                             AMKOR TECHNOLOGY, INC.

               Reconciliation and tie between Trust Indenture Act
                 of 1939 and Indenture, dated as of May 26, 2006



TRUST INDENTURE ACT SECTION                                          INDENTURE SECTION
- ---------------------------                                          -----------------
                                                                  
Section 310(a)(1).................................................   7.10
(a)(2)............................................................   7.10
(a)(3)............................................................   Not Applicable
(a)(4)............................................................   Not Applicable
(b)...............................................................   7.08, 7.10
(c)...............................................................   Not Applicable
Section 311(a)....................................................   7.11
(b)...............................................................   7.11
(c)...............................................................   Not Applicable
Section 312(a)....................................................   2.05
(b)...............................................................   11.03
(c)...............................................................   11.03
Section 313(a)....................................................   7.06
(b)(1)............................................................   Not Applicable
(b)(2)............................................................   7.06
(c)...............................................................   7.06
(d)...............................................................   7.06
Section 314(a)....................................................   4.03, 4.04
(c)(1)............................................................   11.04
(c)(2)............................................................   11.04
(c)(3)............................................................   Not Applicable
(e)...............................................................   11.05
(f)...............................................................   Not Applicable
Section 315(a)....................................................   7.01
(b)...............................................................   7.05
(c)...............................................................   7.01
(d)...............................................................   7.01
(e)...............................................................   6.11
Section 316(a) (last sentence)....................................   2.09
(a)(1)(A).........................................................   6.05
(a)(1)(B).........................................................   6.04
(a)(2)............................................................   Not Applicable
(b)...............................................................   6.07
Section 317(a)(1).................................................   6.08
(a)(2)............................................................   6.09
(b)...............................................................   2.04
Section 318(a)....................................................   11.01


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


                                        v



     INDENTURE dated as of May 26, 2006 between Amkor Technology, Inc., a
Delaware corporation (the "Company"), and U.S. Bank National Association, as
trustee (the "Trustee").

     The Company and the Trustee agree as follows for the benefit of each other
and for the equal and ratable benefit of the Holders of the 9.25% Senior Notes
due 2016 (the "Notes"):

                                    ARTICLE 1
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01. Definitions.

     "Acquired Debt" means, with respect to any specified Person, (i)
Indebtedness of any other Person existing at the time such other Person is
merged with or into or became a Subsidiary of such specified Person, whether or
not such Indebtedness is incurred in connection with, or in contemplation of,
such other Person merging with or into, or becoming a Subsidiary of, such
specified Person, and (ii) Indebtedness secured by a Lien encumbering any asset
acquired by such specified Person.

     "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.

     "Applicable Procedures" means, with respect to any transfer or exchange of
or for beneficial interests in any Global Note, the rules and procedures of the
Depositary.

     "Attributable Debt" in respect of a sale and leaseback transaction
involving an operating lease means, at the time of determination, the present
value of the obligation of the lessee for net rental payments during the
remaining term of the lease included in such sale and leaseback transaction
including any period for which such lease has been extended or may, at the
option of the lessor, be extended. Such present value shall be calculated using
a discount rate equal to the rate of interest implicit in such transaction,
determined in accordance with GAAP.

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

     "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and
Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular "person" (as such term is used in Section 13(d)(3)
of the Exchange Act), such "person" shall be deemed to have beneficial ownership
of all securities that such "person" has the right to acquire, whether such
right is currently exercisable or is exercisable only upon the occurrence of a
subsequent condition.

     "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 Lease Obligation" means, at the time any determination thereof is
to be made, the amount of the liability in respect of a capital lease that would
at that time be required to be capitalized on a balance sheet in accordance with
GAAP.

     "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.

     "Cash Equivalents" means (i) United States dollars or currency of any other
sovereign nation in which the Company or any Restricted Subsidiary conducts
business, (ii) securities issued or directly and fully guaranteed or insured by
the full faith and credit of the United States government or any agency or
instrumentality thereof having maturities of not more than twelve months from
the date of acquisition, (iii) certificates of deposit and eurodollar time
deposits with maturities of twelve months or less from the date of acquisition,
bankers' acceptances with maturities not exceeding twelve months and overnight
bank deposits, in each case with (A) any domestic commercial bank having capital
and surplus in excess of $500,000,000 and a Fitch Individual Rating (formerly
Thompson Bank Watch Rating) of "B" or better, or (B) any commercial bank
organized under the laws of any foreign country recognized by the United States
having capital and surplus in excess of $500,000,000 (or the foreign currency
equivalent thereof) and a Fitch Individual Rating (formerly Thompson Bank Watch
Rating) of "B" or better, (iv) repurchase obligations with a term of not more
than seven days for underlying securities of the types described in clauses (ii)
and (iii) above entered into with any financial institution meeting the
qualifications specified in clause (iii) above, (v) commercial paper having the
highest rating obtainable from either Moody's Investors Service, Inc. or
Standard & Poor's Corporation and, in each case, maturing within six months
after the date of acquisition, and (vi) money market funds at least 95% of the
assets of which constitute Cash Equivalents of the kinds described in clauses
(i) through (v) of this definition, provided that the currency of any sovereign
nation other than the United States and certificates of deposit, eurodollar time
deposits, bankers' acceptances and overnight bank deposits with any commercial
bank organized under the laws of a foreign country shall not be considered "Cash
Equivalents" for purposes of determining whether an Asset Sale is permitted
pursuant to Section 4.10 hereof.

     "Change of Control" means the occurrence of any of the following: (i) the
adoption of a plan relating to the liquidation or dissolution of the Company,
(ii) the consummation of any transaction (including, without limitation, any
merger or consolidation) the result of which is that any "person" (as defined
above), other than a Permitted Holder, becomes the Beneficial Owner, directly or
indirectly, of more than 35% of the Voting Stock of the Company, measured by
voting power rather than number of shares, and such percentage represents more
than the aggregate percentage of the Voting Stock of the Company, measured by
voting power rather than number of shares, as to which any Permitted Holder is
the Beneficial Owner, or (iii) the first date during any consecutive two year
period on which a majority of the members of the Board of Directors of the
Company are not Continuing Directors. For purposes of this definition, any
transfer of an Equity Interest of an entity that was formed for the purpose of
acquiring Voting Stock of the Company will be deemed to be a transfer of such
portion of Voting Stock as corresponds to the portion of the equity of such
entity that has been so transferred.

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


                                       2



     "Consolidated Cash Flow" means, with respect to any Person for any period,
the Consolidated Net Income of such Person for such period plus: (i) an amount
equal to any extraordinary loss plus any net loss realized in connection with an
Asset Sale, to the extent such losses were deducted in computing such
Consolidated Net Income, plus (ii) provision for taxes based on income or
profits of such Person and its Restricted Subsidiaries for such period, to the
extent that such provision for taxes was deducted in computing such Consolidated
Net Income, plus (iii) consolidated interest expense of such Person and its
Restricted Subsidiaries for such period, whether paid or accrued and whether or
not capitalized (including, without limitation, amortization of debt issuance
costs and original issue discount, non-cash interest payments, the interest
component of any deferred payment obligations, the interest component of all
payments associated with Capital Lease Obligations, imputed interest with
respect to Attributable Debt, commissions, discounts and other fees and charges
incurred in respect of letter of credit or bankers' acceptance financings, and
net payments, if any, pursuant to Hedging Obligations), to the extent that any
such expense was deducted in computing such Consolidated Net Income, plus (iv)
depreciation, amortization (including amortization of goodwill and other
intangibles but excluding amortization of prepaid cash expenses that were paid
in a prior period) and other non-cash expenses (excluding any such non-cash
expense to the extent that it represents an accrual of or reserve for cash
expenses in any future period or amortization of a prepaid cash expense that was
paid in a prior period) of such Person and its Restricted Subsidiaries for such
period to the extent that such depreciation, amortization and other non-cash
expenses were deducted in computing such Consolidated Net Income, plus (v)
non-cash items (other than any non-cash items that will require cash payments in
the future or that relate to foreign currency translation) decreasing such
Consolidated Net Income for such period, other than items that were accrued in
the ordinary course of business, in each case, on a consolidated basis and
determined in accordance with GAAP, minus (vi) non-cash items (other than any
non-cash items that will require cash payments in the future or that relate to
foreign currency translation) increasing such Consolidated Net Income for such
period, other than items that were accrued in the ordinary course of business,
in each case, on a consolidated basis and determined in accordance with GAAP.

     Notwithstanding the preceding, the provision for taxes based on the income
or profits of, and the depreciation and amortization and other non-cash charges
of, a Restricted Subsidiary of the Company shall be added to Consolidated Net
Income to compute Consolidated Cash Flow of the Company only to the extent that
a corresponding amount would be permitted at the date of determination to be
dividended to the Company by such Restricted Subsidiary without prior approval
(that has not been obtained), pursuant to the terms of its charter and all
agreements, instruments, judgments, decrees, orders, statutes, rules and
governmental regulations applicable to that Subsidiary or its stockholders.

     "Consolidated Interest Expense" means, with respect to any Person for any
period, the sum, without duplication, of: (i) the consolidated interest expense
of such Person and its Restricted Subsidiaries for such period, whether paid or
accrued, including, without limitation, amortization of debt issuance costs and
original issue discount, non-cash interest payments, the interest component of
any deferred payment obligations, the interest component of all payments
associated with Capital Lease Obligations, imputed interest with respect to
Attributable Debt, commissions, discounts and other fees and charges incurred in
respect of letter of credit or bankers' acceptance financings, and net payments,
if any, pursuant to Hedging Obligations, plus (ii) the consolidated interest of
such Person and its Restricted Subsidiaries that was capitalized during such
period, plus (iii) interest actually paid by the Company or any Restricted
Subsidiary under any Guarantee of Indebtedness of another Person, plus (iv) the
product of all dividend payments, whether or not in cash, on any series of
preferred stock of such Person or any of its Restricted Subsidiaries, other than
dividend payments on Equity Interests payable solely in Equity Interests of the
Company (other than Disqualified Stock) or to the Company or a Restricted
Subsidiary of the Company.


                                       3



     "Consolidated Interest Expense Coverage Ratio" means with respect to any
specified Person for any period, the ratio of the Consolidated Cash Flow of such
Person and its Restricted Subsidiaries for such period to the Consolidated
Interest Expense of such Person for such period. In the event that the specified
Person or any of its Restricted Subsidiaries incurs, assumes, Guarantees or
redeems any Indebtedness (other than revolving credit borrowings) or issues or
redeems preferred stock subsequent to the commencement of the period for which
the Consolidated Interest Expense Coverage Ratio is being calculated but prior
to the date on which the event for which the calculation of the Consolidated
Interest Expense Coverage Ratio is made (the "Calculation Date"), then the
Consolidated Interest Expense Coverage Ratio shall be calculated giving pro
forma effect to such incurrence, assumption, Guarantee or redemption of
Indebtedness, or such issuance or redemption of preferred stock, as if the same
had occurred at the beginning of the applicable four-quarter reference period.

     In addition, for purposes of calculating the Consolidated Interest Expense
Coverage Ratio: (i) acquisitions that have been made by the specified Person or
any of its Restricted Subsidiaries, including through mergers or consolidations
and including any related financing transactions, during the four-quarter
reference period or subsequent to such reference period and on or prior to the
Calculation Date shall be deemed to have occurred on the first day of the
four-quarter reference period and Consolidated Cash Flow for such reference
period shall be calculated without giving effect to clause (iii) of the proviso
set forth in the definition of Consolidated Net Income, (ii) the Consolidated
Cash Flow attributable to discontinued operations, as determined in accordance
with GAAP, and operations or businesses disposed of prior to the Calculation
Date, shall be excluded, and (iii) the Consolidated Interest Expense
attributable to discontinued operations, as determined in accordance with GAAP,
and operations or businesses disposed of prior to the Calculation Date, shall be
excluded, but only to the extent that the obligations giving rise to such
Consolidated Interest Expense will not be obligations of the specified Person or
any of its Restricted Subsidiaries following the Calculation Date.

     "Consolidated Net Assets" means, with respect to any specified Person as of
any date, the total assets of such Person as of such date less (i) the total
liabilities of such Person as of such date, (ii) the amount of any Disqualified
Stock as of such date and (iii) any minority interests reflected on the balance
sheet of such Person as of such date.

     "Consolidated Net Income" means, with respect to any specified Person for
any period, the aggregate of the Net Income of such Person and its Restricted
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP; provided that: (i) the Net Income (but not loss) of any Person that
is not a Restricted Subsidiary or that is accounted for by the equity method of
accounting shall be included only to the extent of the amount of dividends or
distributions paid in cash to the specified Person or a Restricted Subsidiary
thereof, (ii) the Net Income of any Restricted Subsidiary shall be excluded to
the extent that the declaration or payment of dividends or similar distributions
by that Restricted Subsidiary of that Net Income is not at the date of
determination permitted without any prior governmental approval (that has not
been obtained) or, directly or indirectly, by operation of the terms of its
charter or any agreement, instrument, judgment, decree, order, statute, rule or
governmental regulation applicable to that Restricted Subsidiary or its
stockholders, (iii) the Net Income of any Person acquired in a pooling of
interests transaction for any period prior to the date of such acquisition shall
be excluded, (iv) the Net Income (but not loss) of any Unrestricted Subsidiary
shall be excluded, whether or not distributed to the specified Person or one of
its Subsidiaries, and (v) the cumulative effect of a change in accounting
principles shall be excluded.

     "Continuing Directors" means, as of any date of determination, any member
of the Board of Directors of the Company who (i) was a member of such Board of
Directors on the date of this Indenture 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.


                                       4



     "Convertible Senior Subordinated Notes Indenture" means the means that
certain indenture between the Company and U.S. Bank National Association, as
trustee, as amended or supplemented from time to time, relating to the Company's
2.5% Convertible Senior Subordinated Notes due 2011.

     "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.

     "Credit Facilities" means, with respect to the Company or any Subsidiary,
one or more debt facilities or commercial paper facilities with banks or other
institutional lenders providing for revolving credit loans, term loans,
receivables financing (including through the sale of receivables to such lenders
or to special purpose entities formed to borrow from such lenders against such
receivables) or letters of credit, in each case, as 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 Notes 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.

     "Definitive Note" means a certificated Note registered in the name of the
Holder thereof and issued in accordance with Section 2.06 hereof, substantially
in the form of Exhibit A hereto except that such Note shall not bear the Global
Note Legend and shall not have the "Schedule of Exchanges of Interests in the
Global Note" attached thereto.

     "Depositary" means, with respect to the Notes issuable or issued in whole
or in part in global form, the Person specified in Section 2.03 hereof as the
Depositary with respect to the Global Notes, and any and all successors thereto
appointed as depository hereunder and having become such pursuant to the
applicable provision of this Indenture.

     "Disqualified Stock" means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder thereof), or upon the
happening of any event, matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or redeemable at the option of the holder
thereof, in whole or in part, on or prior to the date that is 91 days after the
date the Notes mature. Notwithstanding the preceding sentence, any Capital Stock
that would constitute Disqualified Stock solely because the holders thereof have
the right to require the Company to repurchase such Capital Stock upon the
occurrence of a change of control or an asset sale shall not constitute
Disqualified Stock if the terms of such Capital Stock provide that the Company
may not repurchase or redeem any such Capital Stock pursuant to such provisions
unless such repurchase or redemption complies with Section 4.07 hereof.

     "Domestic Subsidiary" means a Restricted Subsidiary that is (i) formed
under the laws of the United States of America or a state or territory thereof
or (ii) as of the date of determination, treated as a domestic entity or a
partnership or a division of a domestic entity for United States federal income
tax purposes; and, in either case, is not owned, directly or indirectly, by an
entity that is not described in clauses (i) or (ii) above.

     "Equity Interests" means Capital Stock and all warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).


                                       5



     "Equity Offering" means any offering for cash of common stock of the
Company or options, warrants or rights with respect to its common stock so long
as shares of the common stock of the Company remain listed on a national
securities exchange or quoted on the NASDAQ National Market.

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

     "Existing Indebtedness" means Indebtedness of the Company and its
Restricted Subsidiaries in existence on the date of this Indenture, including
Indebtedness outstanding under the Convertible Senior Subordinated Indenture
issued initially thereunder or pursuant to an overallotment option, until such
amounts are repaid.

     "Existing Senior Notes" means the 9.25% senior notes due February 15, 2008,
the 7.125% senior notes due 2011, and the 7.75% senior notes due May 15, 2013 of
the Company.

     "Foreign Subsidiary" means a Subsidiary of the Company that is not a
Domestic Subsidiary.

     "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 Note Legend" means the legend set forth in Section 2.06(f), which
is required to be placed on all Global Notes issued under this Indenture.

     "Global Notes" means, individually and collectively, each of the Restricted
Global Notes and the Unrestricted Global Notes, substantially in the form of
Exhibit A hereto issued in accordance with Section 2.01 or 2.06(b) hereof.

     "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America, and the payment for which the
United States pledges its full faith and credit.

     "Guarantee" means a guarantee other than by endorsement of negotiable
instruments for collection in the ordinary course of business, direct or
indirect, in any manner including, without limitation, through letters of credit
or reimbursement agreements in respect thereof, of all or any part of any
Indebtedness.

     "Guarantor" means each Guarantor that is a signatory hereto and any future
Domestic Subsidiary of the Company formed or capitalized after the date of this
Indenture that is a Significant Subsidiary and that is required by the terms of
this Indenture to execute a Note Guarantee, in accordance with the provisions of
this Indenture, and its successors and assigns, in each case until such
Guarantor is released as a Guarantor in accordance with the terms of this
Indenture.

     "Hedging Obligations" means, with respect to any Person, the Obligations of
such Person under (i) swap agreements, cap agreements and collar agreements
relating to interest rates, commodities or currencies; and (ii) other agreements
or arrangements designed to protect such Person against fluctuations in interest
rates, commodities or currencies

     "Holder" means a Person in whose name a Note is registered.


                                       6



     "Indebtedness" means, with respect to any specified Person, any
indebtedness of such Person, whether or not contingent, in respect of: (i)
borrowed money, (ii) bonds, notes, debentures or similar instruments or letters
of credit (or reimbursement agreements in respect thereof), (iii) banker's
acceptances, (iv) Capital Lease Obligations, (v) the balance deferred and unpaid
of the purchase price of any property, except any such balance that constitutes
an accrued expense or trade payable, or (vi) Hedging Obligations, if and to the
extent any of such indebtedness (other than letters of credit and Hedging
Obligations) would appear as a liability on a balance sheet of the specified
Person prepared in accordance with GAAP. In addition, the term "Indebtedness"
includes all Indebtedness of others secured by a Lien on any asset of the
specified Person (whether or not such Indebtedness is assumed by the specified
Person measured as the lesser of the fair market value of the assets of such
Person so secured or the amount of such Indebtedness) and, to the extent not
otherwise included, the Guarantee by such Person of any indebtedness of any
other Person.

     The amount of any Indebtedness outstanding as of any date shall be the
accreted value thereof, in the case of any Indebtedness issued with original
issue discount. In addition, the amount of any Indebtedness shall also include
the amount of all Obligations of such Person with respect to the redemption,
repayment or other repurchase of any Disqualified Stock or, with respect to any
Restricted Subsidiary of the Company, any preferred stock of such Restricted
Subsidiary.

     "Indenture" means this Indenture, as amended or supplemented from time to
time.

     "Indirect Participant" means a Person who holds a beneficial interest in a
Global Note through a Participant.

     "Investments" means, with respect to any Person, all investments by such
Person in other Persons (including Affiliates) in the forms of direct or
indirect loans (including Guarantees of Indebtedness or other obligations),
advances or capital contributions (excluding commission, travel and similar
advances to officers and employees made in the ordinary course of business),
purchases or other acquisitions for consideration of Indebtedness, Equity
Interests or other securities, together with all items that are or would be
classified as investments on a balance sheet prepared in accordance with GAAP.
If the Company or any Restricted Subsidiary of the Company sells or otherwise
disposes of any Equity Interests of any direct or indirect Restricted Subsidiary
of the Company such that, after giving effect to any such sale or disposition,
such Person is no longer a Restricted Subsidiary of the Company, the Company
shall be deemed to have made an Investment on the date of any such sale or
disposition equal to the fair market value of the Equity Interests of such
Restricted Subsidiary not sold or disposed of in an amount determined as
provided in Section 4.07 hereof.

     "Issue Date" means the date on which the Notes are initially issued.

     "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.

     "Lien" means, with respect to any asset, any mortgage, lien, pledge, fixed
or floating charge, security interest or encumbrance of any kind in respect of
such asset, whether or not filed, recorded or otherwise perfected under
applicable law, including any conditional sale or other title retention
agreement, any lease in the nature thereof; provided that the term "Lien" shall
not include any lease properly classified as an operating lease in accordance
with GAAP.


                                       7



     "Make-Whole Amount" means, in connection with any optional redemption of
any Note pursuant to Section 3.07(c) hereof, the excess, if any, of (i) the
aggregate present value as of the date of such redemption of each dollar of
principal being redeemed and the amount of interest (exclusive of interest
accrued to the redemption date) that would have been payable in respect of such
dollar if such prepayment had not been made, determined by discounting, on a
semiannual basis, such principal and interest at the Reinvestment Rate
(determined on the Business Day preceding the date of such redemption) from the
respective dates on which such principal and interest would have been payable if
such payment had not been made, over (ii) the aggregate principal amount of the
Notes being redeemed.

     "Net Income" means, with respect to any Person, the net income (loss) of
such Person and its Restricted Subsidiaries, determined in accordance with GAAP
and before any reduction in respect of preferred stock dividends, excluding,
however: (i) any gain (but not loss), together with any related provision for
taxes on such gain (but not loss), realized in connection with (a) any Asset
Sale or (b) the disposition of any securities by such Person or any of its
Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person
or any of its Restricted Subsidiaries, (ii) any extraordinary gain (but not
loss), together with any related provision for taxes on such extraordinary gain
(but not loss), (iii) any gain or loss relating to foreign currency translation
or exchange, and (iv) any income or loss related to any discontinued operation.

     "Net Proceeds" means the aggregate cash proceeds received by the Company or
any of its Restricted Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash received upon the sale or other disposition of any
non-cash consideration received in any Asset Sale), net of the direct costs
relating to such Asset Sale, including, without limitation, legal, accounting
and investment banking fees, and sales commissions, and any relocation expenses
incurred as a result thereof, taxes paid or payable as a result thereof, in each
case after taking into account any available tax credits or deductions and any
tax sharing arrangements and amounts required to be applied to the repayment of
Indebtedness, other than Permitted Bank Debt, secured by a Lien on the asset or
assets that were the subject of such Asset Sale.

     "Non-Recourse Debt" means Indebtedness: (i) as to which neither the Company
nor any of its Restricted Subsidiaries (a) provides credit support of any kind
(including any obligation that would constitute Indebtedness), or (b) is
directly or indirectly liable as a guarantor or otherwise, other than in the
form of a Lien on the Equity Interests of an Unrestricted Subsidiary held by the
Company or any Restricted Subsidiary in favor of any holder of Non-Recourse Debt
of such Unrestricted Subsidiary, (ii) no default with respect to which
(including any rights that the holders thereof may have to take enforcement
action against an Unrestricted Subsidiary) would permit upon notice, lapse of
time or both any holder of any other Indebtedness (other than the Notes) of the
Company or any of its Restricted Subsidiaries to declare a default on such other
Indebtedness or cause the payment thereof to be accelerated or payable prior to
its stated maturity, and (iii) as to which the lenders have been notified in
writing that they will not have any recourse to the stock or assets of the
Company or any of its Restricted Subsidiaries (other than against the Equity
Interests of such Unrestricted Subsidiary, if any).

     "Note Guarantee" means the Guarantee by each Guarantor of the Company's
payment obligations under this Indenture and on the Notes, executed pursuant to
the provisions of this Indenture.

     "Notes" has the meaning assigned to it in the preamble to this Indenture.

     "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.


                                       8



     "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 11.05
hereof.

     "Opinion of Counsel" means an opinion from legal counsel who is reasonably
acceptable to the Trustee, that meets the requirements of Section 11.05 hereof.
The counsel may be an employee of or counsel to the Company, any Subsidiary of
the Company or the Trustee.

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

     "Permitted Bank Debt" means Indebtedness incurred by the Company or any
Restricted Subsidiary pursuant to the Credit Facilities, any Receivables
Program, or one or more other term loan and/or revolving credit or commercial
paper facilities (including any letter of credit subfacilities) or indentures
entered into with commercial banks and/or financial institutions or trustees,
and any replacement, extension, renewal, refinancing or refunding thereof.

     "Permitted Business" means the business of the Company and its
Subsidiaries, taken as a whole, operated in a manner consistent with past
operations, and any business that is reasonably related thereto or supplements
such business or is a reasonable extension thereof.

     "Permitted Holder" means James J. Kim and his estate, spouse, siblings,
ancestors, heirs and lineal descendants, and spouses of any such persons, the
legal representatives of any of the foregoing, and the trustee of any bona fide
trust of which one or more of the foregoing are the principal beneficiaries or
the grantors or any other Person that is controlled by any of the foregoing.

     "Permitted Investments" means: (i) any Investment in the Company or in a
Restricted Subsidiary, (ii) any Investment in Cash Equivalents, (iii) any
Investment by the Company or any Restricted Subsidiary of the Company in a
Person, if as a result of such Investment or in connection with the transaction
pursuant to which such Investment is made (a) such Person becomes a Restricted
Subsidiary of the Company, or (b) such Person is merged, consolidated or
amalgamated with or into, or transfers or conveys substantially all of its
assets to, or is liquidated into, the Company or a Restricted Subsidiary of the
Company, (iv) any Investment made as a result of the receipt of non-cash
consideration from an Asset Sale that was made pursuant to and in compliance
with Section 4.10 hereof, (v) any acquisition of assets solely in exchange for
the issuance of Equity Interests (other than Disqualified Stock) of the Company,
(vi) any Investment in connection with Hedging Obligations, (vii) any
Investments received (a) in satisfaction of judgments, or (b) as payment on a
claim made in connection with any bankruptcy, liquidation, receivership or other
insolvency proceeding, (viii) Investments in (a) prepaid expenses and negotiable
instruments held for collection, (b) accounts receivable arising in the ordinary
course of business (and Investments obtained in exchange or settlement of
accounts receivable for which the Company or any Restricted Subsidiary has
determined that collection is not likely), and (c) lease, utility and worker's
compensation, performance and other similar deposits arising in the ordinary
course of business, (ix) any Strategic Investment; provided that the aggregate
amount of all Investments by the Company and any Restricted Subsidiaries in
Strategic Investments shall not exceed 5% of the Company's consolidated total
assets determined as of the date of the last day of the Company's most recently
ended fiscal quarter, and (x) Investments purchased or received in exchange for
Permitted


                                       9



Investments existing as of the Issue Date or made thereafter; provided that any
additional consideration provided by the Company or any Restricted Subsidiary in
such exchange shall not be permitted pursuant to this clause (x); and provided,
further, that such purchased or exchanged Investments shall have a fair market
value (as determined by an officer of the Company unless such fair market value
exceeds $25.0 million in which case, as determined by the Company's board of
directors) equal to or exceeding the Permitted Investments exchanged therefor;
provided, further, that, notwithstanding the preceding, any extension of credit
or advance by the Company or any of its Subsidiaries to a customer or supplier
of the Company or its Subsidiaries shall not be a Permitted Investment.

     "Permitted Liens" means: (i) Liens on the assets of the Company and any
Restricted Subsidiary securing Permitted Bank Debt that was permitted by the
terms of this Indenture to be incurred, (ii) Liens on the assets of any Foreign
Subsidiary securing Indebtedness and other Obligations under Indebtedness of
such Foreign Subsidiary that were permitted by the terms of this indenture to be
incurred, (iii) Liens in favor of the Company or any Restricted Subsidiary, (iv)
Liens on property of a Person existing at the time such Person is merged with or
into or consolidated with the Company or any Restricted Subsidiary of the
Company; provided that such Liens were not incurred in contemplation of such
merger or consolidation and do not extend to any assets other than those of the
Person merged into or consolidated with the Company or the Restricted
Subsidiary, (v) Liens on property existing at the time of acquisition thereof by
the Company or any Restricted Subsidiary of the Company, provided that such
Liens were not incurred in contemplation of such acquisition, (vi) Liens to
secure the performance of statutory obligations, surety or appeal bonds,
performance bonds or other obligations of a like nature incurred in the ordinary
course of business, (vii) Liens to secure Obligations in respect of Indebtedness
(including Capital Lease Obligations) permitted by clause (iv) of the second
paragraph of Section 4.09 hereof covering only the assets acquired with such
Indebtedness, including accessions, additions, parts, attachments, improvements,
fixtures, leasehold improvements or proceeds, if any, related thereto, (viii)
Liens existing on the date of this Indenture, (ix) Liens securing Obligations of
the Company and/or any Restricted Subsidiary in respect of any Receivables
Program, (x) Liens for taxes, assessments or governmental charges or claims that
are not yet delinquent or that are being contested in good faith by appropriate
proceedings; provided that any reserve or other appropriate provision as shall
be required in conformity with GAAP shall have been made therefor, (xi) Liens
imposed by law or arising by operation of law, including, without limitation,
landlords', mechanics', carriers', warehousemen's, materialmen's, suppliers' and
vendors' Liens, Liens for master's and crew's wages and other similar Liens, in
each case which are incurred in the ordinary course of business for sums not yet
delinquent or being contested in good faith, if such reserves or other
appropriate provisions, if any, as shall be required by GAAP shall have been
made with respect thereto, (xii) Liens incurred or pledges and deposits made in
the ordinary course of business in connection with workers' compensation and
unemployment insurance and other types of social security, (xiii) Liens to
secure any extension, renewal, refinancing or refunding (or successive
extensions, renewals, refinancings or refundings), in whole or in part, of any
Indebtedness secured by Liens referred to in the foregoing clauses (iv), (v),
(vii) and (viii) of this definition; provided that such Liens do not extend to
any other property of the Company or any Restricted Subsidiary of the Company
and the principal amount of the Indebtedness secured by such Lien is not
increased, (xiv) judgment Liens not giving rise to an Event of Default so long
as such Lien is adequately bonded and any appropriate legal proceedings that may
have been initiated for the review of such judgment, decree or order shall not
have been finally terminated or the period within which such proceedings may be
initiated shall not have expired, (xv) Liens securing obligations of the Company
under Hedging Obligations permitted to be incurred under clause (vii) of the
second paragraph of Section 4.09 hereof or any collateral for the Indebtedness
to which such Hedging Obligations relate, (xvi) Liens upon specific items of
inventory or other goods and proceeds of any Person securing such Person's
obligations in respect of banker's acceptances issued or credited for the
account of such Person to facilitate the purchase, shipment or storage of such
inventory or goods, (xvii) Liens securing reimbursement obligations with respect
to commercial letters of credit which encumber documents and other property
relating to such letters of


                                       10



credit and products and proceeds thereof, (xviii) Liens arising out of
consignment or similar arrangements for the sale of goods in the ordinary course
of business, (xvix) Liens in favor of customs and revenue authorities arising as
a matter of law to secure payment of customs duties in connection with the
importation of goods, (xx) Liens securing other Indebtedness not exceeding $10.0
million at any time outstanding, (xxi) Liens securing Permitted Refinancing
Indebtedness, provided that such Liens do not extend to any other property of
the Company or any Restricted Subsidiary of the Company and the principal amount
of the Indebtedness secured by such Lien is not increased, and (xxii) Liens on
the Equity Interests of Unrestricted Subsidiaries securing obligations of
Unrestricted Subsidiaries not otherwise prohibited by the Indentures.

     "Permitted Refinancing Indebtedness" means any Indebtedness of the Company
or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of the Company or any of its Restricted Subsidiaries
(other than intercompany Indebtedness); provided that: (i) the principal amount
(or accreted value, if applicable) of such Permitted Refinancing Indebtedness
does not exceed the principal amount of (or accreted value, if applicable), plus
accrued interest or premium (including any make-whole premium), if any, on, the
Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded
(plus the amount of reasonable expenses incurred in connection therewith), (ii)
such Permitted Refinancing Indebtedness has a final maturity date later than the
final maturity date of, and has a Weighted Average Life to Maturity equal to or
greater than the Weighted Average Life to Maturity of, the Indebtedness being
extended, refinanced, renewed, replaced, defeased or refunded; provided that if
the original maturity date of such Indebtedness is after the Stated Maturity of
the Notes, then such Permitted Refinancing Indebtedness shall have a maturity at
least 180 days after the Notes, (iii) if the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded is subordinated in right of
payment to the Notes, such Permitted Refinancing Indebtedness has a final
maturity date later than the final maturity date of, and is subordinated in
right of payment to, the Notes on terms at least as favorable to the Holders of
Notes as those contained in the documentation governing the Indebtedness being
extended, refinanced, renewed, replaced, defeased or refunded, and (iv) such
Indebtedness is incurred either by the Company or by the Restricted Subsidiary
who is the obligor on the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded.

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

     "Qualified Proceeds" means any of the following or any combination of the
following: (i) any Cash Equivalents other than (A) currency of any sovereign
nation other than the United Stated and (B) certificates of deposit, eurodollar
time deposits, bankers' acceptances and overnight bank deposits with any
commercial bank organized under the laws of a foreign country, (ii) any
liabilities (as would be shown on the Company's or such Restricted Subsidiary's
balance sheet if prepared in accordance with GAAP on the date of the
corresponding Asset Sale), of the Company or any Restricted Subsidiary (other
than contingent liabilities and liabilities that are by their terms subordinated
to the Notes) that are assumed by the transferee of any such assets pursuant to
a customary novation agreement that releases or indemnifies the Company or such
Restricted Subsidiary from further liability, (iii) any securities, notes or
other obligations received by the Company or any such Restricted Subsidiary from
such transferee that are converted by the Company or such Restricted Subsidiary
into cash within 90 days after such Asset Sale (to the extent of the cash
received in that conversion), (iv) long-term assets that are used or useful in a
Permitted Business, and (v) all or substantially all of the assets of, or a
majority of the Voting Stock of, any Permitted Business; provided, however, that
in the case of clauses (iv) and (v) above, the Asset Sale transaction shall be
with a non-Affiliate and the amount of long-term assets or Voting Stock received
in the Asset Sale transaction shall not exceed 10% of the consideration
received.


                                       11



     "Receivables Program" means, with respect to any Person, an agreement or
other arrangement or program providing for the advance of funds to such Person
against the pledge, contribution, sale or other transfer of encumbrances of
Receivables Program Assets of such Person or such Person and/or one or more of
its Subsidiaries.

     "Receivables Program Assets" means all of the following property and
interests in property, including any undivided interest in any pool of any such
property or interests, whether now existing or existing in the future or
hereafter arising or acquired: (i) accounts, (ii) accounts receivable, general
intangibles, instruments, contract rights, documents and chattel paper
(including, without limitation, all rights to payment created by or arising from
sales of goods, leases of goods, or the rendition of services, no matter how
evidenced, whether or not earned by performance), (iii) all unpaid seller's or
lessor's rights (including, without limitation, rescission, replevin,
reclamation and stoppage in transit) relating to any of the foregoing or arising
therefrom, (iv) all rights to any goods or merchandise represented by any of the
foregoing (including, without limitation, returned or repossessed goods), (v)
all reserves and credit balances with respect to any such accounts receivable or
account debtors, (vi) all letters of credit, security or Guarantees of any of
the foregoing, (vii) all insurance policies or reports relating to any of the
foregoing, (viii) all collection or deposit accounts relating to any of the
foregoing, (ix) all books and records relating to any of the foregoing, (x) all
instruments, contract rights, chattel paper, documents and general intangibles
relating to any of the foregoing, and (xi) all proceeds of any of the foregoing.

     "Receivables Program Debt" means, with respect to any Person, the
unreturned portion of the amount funded by the investors under a Receivables
Program of such Person.

     "Reinvestment Rate" means 0.50% plus the arithmetic mean of the yields
under the respective headings "This Week" and "Last Week" published in the
Statistical Release under the caption "Treasury Constant Maturities" for the
maturity (rounded to the nearest month) corresponding to the maturity of the
principal being prepaid. If no maturity exactly corresponds to such maturity,
yields for the two published maturities most closely corresponding to such
maturity shall be calculated pursuant to the immediately preceding sentence and
the Reinvestment Rate shall be interpolated or extrapolated from such yields on
a straight-line basis, rounding in each of such relevant periods to the nearest
month. For the purpose of calculating the Reinvestment Rate, the most recent
Statistical Release published prior to the date of determination of the
Make-Whole Amount shall be used.

     "Responsible Officer," when used with respect to the Trustee, means any
officer within the Corporate Trust Services 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.

     "Restricted Investment" means any Investment other than a Permitted
Investment.

     "Restricted Subsidiary" of a Person means any Subsidiary of the referent
Person that is not an Unrestricted Subsidiary.

     "SEC" means the Securities and Exchange Commission.

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

     "Senior Subordinated Notes" means the Company's 10 1/2% Senior Subordinated
Notes due 2009 issued pursuant to the Senior Subordinated Notes Indenture and
the Company's 2.50% Convertible


                                       12



Senior Subordinated Notes due 2011 issued pursuant to the Convertible Senior
Subordinated Notes Indenture.

     "Senior Subordinated Notes Indenture" means that certain indenture between
the Company and U.S. Bank National Association (formerly State Street Bank and
Trust Company), as trustee, as amended or supplemented from time to time,
relating to the Company's 10 1/2% Senior Subordinated Notes due 2009.

     "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 Receivables Programs or holding or purchasing
inventory, (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.

     "Statistical Release" means the statistical release designated "H.15(519)"
or any successor publication which is published weekly by the Federal Reserve
System and which establishes yields on actively traded U.S. government
securities adjusted to constant maturities or, if such statistical release is
not published at the time of any determination hereunder, then such reasonably
comparable index which shall be designated by the Company.

     "Strategic Investment" means any Investment in any Person (other than an
Unrestricted Subsidiary) whose primary business is related, ancillary or
complementary to a Permitted Business, and such Investment is determined in good
faith by the Board of Directors (or senior officers of the Company to whom the
Board of Directors has duly delegated the authority to make such a
determination), whose determination shall be conclusive and evidenced by a
resolution, to promote or significantly benefit the businesses of the Company
and its Restricted Subsidiaries on the date of such Investment; provided that,
with respect to any Strategic Investment or series of related Strategic
Investments involving aggregate consideration in excess of $10.0 million, the
Company shall deliver to the Trustee a resolution of the Board of Directors of
the Company set forth in an Officer's Certificate certifying that such
Investment qualifies as a Strategic Investment pursuant to this definition.

     "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 the 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).

     "substantially concurrent" means, with respect to any two or more events,
the occurring of such events within 90 days of each other.


                                       13



     "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.

     "Total Tangible Assets of the Foreign Subsidiaries" means, as of any date,
the total assets of all of the Foreign Subsidiaries of the Company as of such
date less the amount of the intangible assets of the Foreign Subsidiaries of the
Company as of such date.

     "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.

     "Unrestricted Subsidiary" means any Subsidiary of the Company that is
designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a
Board Resolution, but only to the extent that such Subsidiary: (i) has no
Indebtedness other than Non-Recourse Debt, (ii) is a Person with respect to
which neither the Company nor any of its Restricted Subsidiaries has any direct
or indirect obligation (a) to subscribe for additional Equity Interests or (b)
to maintain or preserve such Person's financial condition or to cause such
Person to achieve any specified levels of operating results, (iii) has not
Guaranteed or otherwise directly or indirectly provided credit support for any
Indebtedness of the Company or any of its Restricted Subsidiaries, and (iv) has
at least one director on its board of directors that is not a director or
executive officer of the Company or any of its Restricted Subsidiaries and has
at least one executive officer that is not a director or executive officer of
the Company or any of its Restricted Subsidiaries.

     Any designation of a Subsidiary of the Company as an Unrestricted
Subsidiary shall be evidenced to the Trustee by filing with the Trustee a
certified copy of the Board Resolution giving effect to such designation and an
Officers' Certificate certifying that such designation complied with the
preceding conditions and was permitted by Section 4.07 hereof. If, at any time,
any Unrestricted Subsidiary would fail to meet the preceding requirements as an
Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted
Subsidiary for purposes of the Indenture and any Indebtedness of such Subsidiary
shall be deemed to be incurred by a Restricted Subsidiary of the Company as of
such date and, if such Indebtedness is not permitted to be incurred as of such
date under Section 4.09 hereof, the Company shall be in default of such
covenant. The Board of Directors of the Company may at any time designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such
designation shall be deemed to be an incurrence of Indebtedness by a Restricted
Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted
Subsidiary and such designation shall only be permitted if (i) such Indebtedness
is permitted under Section 4.09 hereof, calculated on a pro forma basis as if
such designation had occurred at the beginning of the four-quarter reference
period; and (ii) no Default or Event of Default would be in existence following
such designation.

     "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.

     "Weighted Average Life to Maturity" means, when applied to any Indebtedness
at any date, the number of years obtained by dividing (a) the sum of the
products obtained by multiplying (x) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (y) the
number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment, by (b) the then outstanding principal
amount of such Indebtedness.

     "Wholly Owned Restricted Subsidiary" of any Person means a Restricted
Subsidiary of such Person all of the outstanding Capital Stock or other
ownership interests of which (other than directors'


                                       14



qualifying shares or similar shares required by law to be held by third parties)
shall at the time be owned by such Person and/or by one or more Wholly Owned
Restricted Subsidiaries of such Person.

Section 1.02. Other Definitions.



                                                                      Defined in
Term                                                                    Section
- ----                                                                  ----------
                                                                   
"Affiliate Transaction"............................................      4.11
"Asset Sale".......................................................      4.10
"Asset Sale Offer".................................................      3.09
"Authentication Order".............................................      2.02
"Calculation Date".................................................      1.01
"Change of Control Offer"..........................................      4.14
"Change of Control Payment"........................................      4.14
"Change of Control Payment Date"...................................      4.14
"Covenant Defeasance"..............................................      8.03
"DTC"..............................................................      2.03
"Event of Default".................................................      6.01
"Excess Proceeds"..................................................      4.10
"incur"............................................................      4.09
"Legal Defeasance".................................................      8.02
"Offer Amount".....................................................      3.09
"Offer Period".....................................................      3.09
"Paying Agent".....................................................      2.03
"Permitted Debt"...................................................      4.09
"Purchase Date"....................................................      3.09
"Reference Period".................................................      4.09
"Registrar"........................................................      2.03
"Restricted Payments"..............................................      4.07
"Trustee"..........................................................      8.05


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:

     "indenture securities" means the Notes;

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

     "indenture to be qualified" means this Indenture;

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

     "obligor" on the Notes and the Note Guarantees means the Company and the
Guarantors, respectively, and any successor obligor upon the Notes and the Note
Guarantees, respectively.


                                       15



     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.

                                    ARTICLE 2
                                    THE NOTES

Section 2.01. Form and Dating.

          (a) General. The Notes and the Trustee's certificate of authentication
shall be substantially in the form of Exhibit A hereto. The Notes may have
notations, legends or endorsements required by law, stock exchange rule or
usage. Each Note shall be dated the date of its authentication. The Notes shall
be in denominations of $1,000 and integral multiples thereof.

     The terms and provisions contained in the Notes 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 Note conflicts with the express provisions of this Indenture, the provisions
of this Indenture shall govern and be controlling.

          (b) Global Notes. The Notes issued in global form, without interest
coupons, shall be substantially in the form of Exhibit A attached hereto
(including the Global Note Legend thereon and the "Schedule of Exchanges of
Interests in the Global Note" attached thereto).

          (i) Global Notes and shall be deposited, duly executed by the Company
     and authenticated by the Trustee as hereinafter provided.

          (ii) Notes issued in definitive form shall be substantially in the
     form of Exhibit A attached hereto (but without the Global Note Legend
     thereon and without the "Schedule of Exchanges of Interests in the Global
     Note" attached thereto).

     Each Global Note shall represent such of the outstanding Notes as shall be
specified therein and each shall provide that it shall represent the aggregate
principal amount of outstanding Notes from time to time endorsed thereon and
that the aggregate principal amount of outstanding Notes represented thereby may
from time to time be reduced or increased, as appropriate, to reflect exchanges
and redemptions.


                                       16



Any endorsement of a Global Note to reflect the amount of any increase or
decrease in the aggregate principal amount of outstanding Notes represented
thereby shall be made by the Trustee or the Custodian, at the direction of the
Trustee, in accordance with instructions given by the Holder thereof as required
by Section 2.06 hereof.

Section 2.02. Execution and Authentication.

     One Officer shall sign the Notes for the Company by manual or facsimile
signature.

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

     A Note shall not be valid until authenticated by the manual signature of
the Trustee. The signature shall be conclusive evidence that the Note has been
authenticated under this Indenture.

     The Trustee shall, upon a written order of the Company signed by two
Officers (an "Authentication Order"), authenticate Notes for original issue up
to the aggregate principal amount stated in paragraph 4 of the Notes. The
aggregate principal amount of Notes outstanding at any time may not exceed such
amount except as provided in Section 2.07 hereof.

     The Trustee may appoint an authenticating agent acceptable to the Company
to authenticate Notes. An authenticating agent may authenticate Notes 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 2.03. Registrar and Paying Agent.

     The Company shall maintain an office or agency where Notes may be presented
for registration of transfer or for exchange ("Registrar") and an office or
agency where Notes may be presented for payment ("Paying Agent"). The Registrar
shall keep a register of the Notes and of their transfer and exchange. The
Company may appoint one or more co-registrars and one or more additional paying
agents. The term "Registrar" includes any co-registrar and the term "Paying
Agent" includes any additional paying agent. The Company may change any Paying
Agent or Registrar 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 or Paying Agent, the Trustee shall act as such. The Company or any of
its Subsidiaries may act as Paying Agent or Registrar.

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

     The Company initially appoints the Trustee to act as the Registrar and
Paying Agent and to act as Custodian with respect to any Global Notes.


                                       17



Section 2.04. 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 the Notes. 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 Notes.

Section 2.05. Holder Lists.

     The Trustee 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 and shall otherwise comply with TIA Section 312(a). If the Trustee
is not the Registrar, 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
Notes and the Company shall otherwise comply with TIA Section 312(a).

Section 2.06. Transfer and Exchange.

          (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Company for Definitive Notes if (i) the Company delivers to the Trustee
notice from the Depositary that it is unwilling or unable to continue to act as
Depositary or that it ceases to be a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Company within 90 days after the date of such notice from the Depositary or of
such cessation, (ii) the Company in its sole discretion determines that the
Global Notes (in whole but not in part) should be exchanged for Definitive Notes
and delivers a written notice to such effect to the Trustee or (iii) an Event of
Default has occurred or is continuing. Upon the occurrence of either of the
preceding events in (i), (ii) or (iii) above, Definitive Notes shall be issued
in such names as the Depositary shall instruct the Trustee. Global Notes also
may be exchanged or replaced, in whole or in part, as provided in Sections 2.07
and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in
lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or
Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form
of, and shall be, a Global Note. A Global Note may not be exchanged for another
Note other than as provided in this Section 2.06(a), however, beneficial
interests in a Global Note may be transferred and exchanged as provided in
Section 2.06(b) or (c) hereof.

          (b) Transfer and Exchange of Beneficial Interests in the Global Notes.
The transfer and exchange of beneficial interests in the Global Notes shall be
effected through the Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures. Beneficial interests in any Global Note
may be transferred to Persons who take delivery thereof in the form of a
beneficial interest in the same Global Note. No written orders or instructions
shall be required to be delivered to the Registrar to effect the transfers
described in this Section 2.06(b).


                                       18



          (c) Transfer or Exchange of Beneficial Interests for Definitive Notes.
If any holder of a beneficial interest in a Global Note proposes to exchange
such beneficial interest for a Definitive Note or to transfer such beneficial
interest to a Person who takes delivery thereof in the form of a Definitive
Note, then, in accordance with the Applicable Procedures, the Trustee shall
cause the aggregate principal amount of the applicable Global Note to be reduced
accordingly pursuant to Section 2.06(h) hereof, and the Company shall execute
and the Trustee shall authenticate and deliver to the Person designated in the
instructions a Definitive Note in the appropriate principal amount. Any
Definitive Note issued in exchange for a beneficial interest pursuant to this
Section 2.06(c) shall be registered in such name or names and in such authorized
denomination or denominations as the holder of such beneficial interest shall
instruct the Registrar through instructions from the Depositary and the
Participant or Indirect Participant. The Trustee shall deliver such Definitive
Notes to the Persons in whose names such Notes are so registered.

          (d) Transfer and Exchange of Definitive Notes for Beneficial
Interests. A Holder of a Definitive Note may exchange such Note for a beneficial
interest in a Global Note or transfer such Definitive Notes to a Person who
takes delivery thereof in the form of a beneficial interest in a Global Note at
any time. Upon receipt of a request for such an exchange or transfer, the
Trustee shall cancel the applicable Definitive Note and increase or cause to be
increased the aggregate principal amount of the Global Note.

          (e) Transfer of Definitive Notes. A Holder of Definitive Notes may
transfer such Notes to a Person who takes delivery thereof in the form of a
Definitive Note. Upon receipt of a request to register such a transfer, the
Registrar shall register the Definitive Notes pursuant to the instructions from
the Holder thereof. Upon request by a Holder of Definitive Notes and such
Holder's compliance with the provisions of this Section 2.06(e), the Registrar
shall register the transfer of Definitive Notes. Prior to such registration of
transfer, the requesting Holder shall present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing.

          (f) Global Note Legend. Each Global Note shall bear a legend in
substantially the following form:

"THIS GLOBAL NOTE IS HELD BY THE DEPOSITORY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 9.05 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OR 2.06(c) OF THE
INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE
MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITORY WITH THE PRIOR WRITTEN CONSENT OF
THE COMPANY.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY 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


                                       19



INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN."

          (g) Cancellation and/or Adjustment of Global Notes. At such time as
all beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with Section 2.11 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who will take delivery thereof in
the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note shall be
reduced accordingly and an endorsement shall be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note shall be increased accordingly
and an endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

          (h) General Provisions Relating to Transfers and Exchanges.

          (i) To permit registrations of transfers and exchanges, the Company
     shall execute and the Trustee shall authenticate Global Notes and
     Definitive Notes upon the Company's order or at the Registrar's request.

          (ii) No service charge shall be made to a holder of a beneficial
     interest in a Global Note or to a Holder of a Definitive Note for any
     registration of transfer or exchange, but the Company may require payment
     of a sum sufficient to cover any transfer tax or similar governmental
     charge payable in connection therewith (other than any such transfer taxes
     or similar governmental charge payable upon exchange or transfer pursuant
     to Sections 2.10, 3.06, 3.09, 4.10, 4.14 and 9.05 hereof).

          (iii) The Registrar shall not be required to register the transfer of
     or exchange any Note selected for redemption in whole or in part, except
     the unredeemed portion of any Note being redeemed in part.

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

          (v) The Company shall not be required (A) to issue, to register the
     transfer of or to exchange any Notes during a period beginning at the
     opening of business 15 days before the day of any selection of Notes for
     redemption under Section 3.02 hereof and ending at the close of business on
     the day of selection or (B) to register the transfer of or to exchange a
     Note between a record date and the next succeeding Interest Payment Date.

          (vi) Prior to due presentment for the registration of a transfer of
     any Note, the Trustee, any Agent and the Company may deem and treat the
     Person in whose name any Note is registered as the absolute owner of such
     Note for the purpose of receiving payment of principal of and interest on
     such Notes and for all other purposes, and none of the Trustee, any Agent
     or the Company shall be affected by notice to the contrary.


                                       20



          (vii) The Trustee shall authenticate Global Notes and Definitive Notes
     in accordance with the provisions of Section 2.02 hereof.

          (viii) All certifications or certificates required to be submitted to
     the Registrar pursuant to this Section 2.06 to effect a registration of
     transfer or exchange may be submitted by facsimile.

Section 2.07. Replacement Notes.

     If any mutilated Note is surrendered to the Trustee or the Company and the
Trustee receives evidence to its satisfaction of the destruction, loss or theft
of any Note, the Company shall issue and the Trustee, upon receipt of an
Authentication Order, shall authenticate a replacement Note if the Trustee's
requirements are met. If required by the Trustee or the Company, an indemnity
bond must be supplied by the Holder that is sufficient in the judgment of the
Trustee and the Company to protect the Company, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Company may charge for its expenses in replacing a Note.

     Every replacement Note is an additional obligation of the Company and shall
be entitled to all of the benefits of this Indenture equally and proportionately
with all other Notes duly issued hereunder.

Section 2.08. Outstanding Notes.

     The Notes outstanding at any time are all the Notes authenticated by the
Trustee except for those canceled by it, those delivered to it for cancellation,
those reductions in the interest in a Global Note 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 Note does not
cease to be outstanding because the Company or an Affiliate of the Company holds
the Note.

     If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser.

     If the principal amount of any Note 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 Notes payable on that date, then on and after that date such Notes shall
be deemed to be no longer outstanding and shall cease to accrue interest.

Section 2.09. Treasury Notes.

     In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes 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 Notes that the Trustee knows are so owned shall be so disregarded.

Section 2.10. Temporary Notes.

     Until certificates representing Notes are ready for delivery, the Company
may prepare and the Trustee, upon receipt of an Authentication Order, shall
authenticate temporary Notes. Temporary Notes shall be substantially in the form
of certificated Notes but may have variations that the Company


                                       21



considers appropriate for temporary Notes and as shall be reasonably acceptable
to the Trustee. Without unreasonable delay, the Company shall prepare and the
Trustee shall authenticate definitive Notes in exchange for temporary Notes.

     Holders of temporary Notes shall be entitled to all of the benefits of this
Indenture.

Section 2.11. Cancellation.

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

Section 2.12. Defaulted Interest.

     If the Company defaults in a payment of interest on the Notes, 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 on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01 hereof. The Company shall notify the Trustee in writing of
the amount of defaulted interest proposed to be paid on each Note 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 REPAYMENT

Section 3.01. Notices to Trustee.

     If the Company elects to redeem Notes pursuant to the optional redemption
provisions of Section 3.07 hereof, it shall furnish to the Trustee, at least 30
days (or such shorter period as may be acceptable to the Trustee) but not more
than 60 days before a redemption date, an Officers' Certificate setting forth
(i) the clause of this Indenture pursuant to which the redemption shall occur,
(ii) the redemption date, (iii) the principal amount of Notes to be redeemed and
(iv) the redemption price.

Section 3.02. Selection of Notes to Be Redeemed.

     If less than all of the Notes are to be redeemed or purchased in an offer
to purchase at any time, the Trustee shall select the Notes to be redeemed or
purchased among the Holders of the Notes in compliance with the requirements of
the principal national securities exchange, if any, on which the Notes are
listed or, if the Notes are not so listed, on a pro rata basis, by lot or in
accordance with any other method the Trustee considers fair and appropriate. In
the event of partial redemption by lot, the particular Notes to be redeemed
shall be selected, unless otherwise provided herein, not less than 30 nor more
than 60 days prior to the redemption date by the Trustee from the outstanding
Notes not previously called for redemption.


                                       22



     The Trustee shall promptly notify the Company in writing of the Notes
selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount thereof to be redeemed. Notes and portions of
Notes selected shall be in amounts of $1,000 or whole multiples of $1,000;
except that if all of the Notes of a Holder are to be redeemed, the entire
outstanding amount of Notes held by such Holder, even if not a multiple of
$1,000, shall be redeemed. Except as provided in the preceding sentence,
provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption.

Section 3.03. Notice of Redemption

     Subject to the provisions of Section 3.09 hereof, at least 30 days but not
more than 60 days before a redemption date, the Company shall mail or cause to
be mailed, by first class mail, a notice of redemption to each Holder whose
Notes are to be redeemed at its registered address.

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

          (a) the redemption date;

          (b) the redemption price;

          (c) if any Note is being redeemed in part, the portion of the
principal amount of such Note to be redeemed and that, after the redemption date
upon surrender of such Note, a new Note or Notes in principal amount equal to
the unredeemed portion shall be issued upon cancellation of the original Note;

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

          (e) that Notes called for redemption must be surrendered to the Paying
Agent to collect the redemption price;

          (f) that, unless the Company defaults in making such redemption
payment, interest on Notes called for redemption ceases to accrue on and after
the redemption date;

          (g) the paragraph of the Notes and/or Section of this Indenture
pursuant to which the Notes called for redemption are being redeemed; and

          (h) that no representation is made as to the correctness or accuracy
of the CUSIP number, if any, listed in such notice or printed on the Notes.

     At the Company's request, the Trustee shall give the notice of redemption
in the Company's name and at its expense; provided, however, that the Company
shall have delivered to the Trustee, at least 45 days (or such shorter period as
may be acceptable to the Trustee) prior to the redemption date, an Officers'
Certificate requesting that the Trustee give such notice and setting forth the
information to be stated in such notice as provided in the preceding paragraph.

Section 3.04. Effect of Notice of Redemption.

     Once notice of redemption is mailed in accordance with Section 3.03 hereof,
Notes called for redemption become irrevocably due and payable on the redemption
date at the redemption price. A notice of redemption may not be conditional.


                                       23



Section 3.05. Deposit of Redemption Price.

     Prior to 10:00 a.m. Eastern Time on the redemption date, the Company shall
deposit with the Trustee or with the Paying Agent money sufficient to pay the
redemption price of and accrued interest on all Notes to be redeemed on that
date. The trustee or the Paying Agent shall promptly return to the Company any
money deposited with the Trustee or the Paying Agent by the Company in excess of
the amounts necessary to pay the redemption price of, and accrued interest on,
all Notes to be redeemed.

     If the Company complies with the provisions of the preceding paragraph, on
and after the redemption date, interest shall cease to accrue on the Notes or
the portions of Notes called for redemption. If a Note is redeemed on or after
an interest record date but on or prior to the related interest payment date,
then any accrued and unpaid interest shall be paid to the Person in whose name
such Note was registered at the close of business on such record date. If any
note called for redemption shall not be so paid upon surrender for redemption
because of the failure of the Company to comply with the preceding paragraph,
interest shall be paid on the unpaid principal, from the redemption date until
such principal is paid, and to the extent lawful on any interest not paid on
such unpaid principal, in each case at the rate provided in the Notes and in
Section 4.01 hereof.

Section 3.06. Notes Redeemed in Part.

     Upon surrender of a Note that is redeemed in part, the Company shall issue
and, upon the Company's written request, the Trustee shall authenticate for the
Holder at the expense of the Company a new Note equal in principal amount to the
unredeemed portion of the Note surrendered.

Section 3.07. Optional Redemption.

     (a) Except as set forth in paragraphs, (c) and (d) below, the Notes will
not be redeemable at the option of the Company prior to June 1, 2011.

     (b) At any time on or after June 1, 2011, the Notes may be redeemed at the
redemption prices set forth below, plus accrued and unpaid interest to but
excluding the redemption date (subject to the right of holders of record on the
relevant record date to receive interest due on the relevant interest payment
date). The following redemption prices are for the Notes redeemed during the
12-month period commencing on June 1 of the years set forth below, and are
expressed as percentages of principal amount:



YEAR                  REDEMPTION PRICE
- ----                  ----------------
                   
2011                      104.625
2012                      103.083
2013                      101.542
2014 and thereafter       100.000%


     (c) At any time, and from time to time, prior to June 1, 2011, the Notes
are subject to redemption, as a whole or in part, at the election of the
Company, at a price equal to the sum of (i) 100% of the principal amount thereof
plus accrued interest to the redemption date plus (ii) the Make-Whole Amount, if
any.

     (d) At any time, and from time to time, prior to June 1, 2009, the Company
may redeem up to a maximum of 35% of the aggregate principal amount of the Notes
issued hereunder with the proceeds of one or more Equity Offerings at a
redemption price (expressed as a percentage of principal amount) equal to
109.250% of the principal amount thereof, plus accrued and unpaid interest to
the redemption date (subject to the rights of Holders of record on the relevant
interest record date to receive interest due on the


                                       24



relevant interest payment date); provided, however, that after giving effect to
such redemption, at least 65% of the original aggregate principal amount of the
Notes (excluding Notes held by the Company and its Subsidiaries) remains
outstanding. Any such redemption shall be made within 45 days of the closing of
such Equity Offering.

     (e) Any redemption pursuant to this Section 3.07 shall be made pursuant to
the provisions of Section 3.01 through 3.06 hereof.

Section 3.08. No Mandatory Redemption.

     The Company shall not be required to make mandatory redemption payments
with respect to the Notes.

Section 3.09. Offer to Purchase by Application of Excess Proceeds.

     In the event that, pursuant to Section 4.10 hereof, the Company shall be
required to commence an offer to all Holders to purchase Notes and to all
holders of other Indebtedness that is pari passu with the Notes containing
provisions similar to those set forth in Section 4.10 hereof (an "Asset Sale
Offer"), it shall follow the procedures specified below.

     The Asset Sale Offer shall remain open for a period of 20 Business Days
following its commencement and no longer, except to the extent that a longer
period is required by applicable law (the "Offer Period"). No later than five
Business Days after the termination of the Offer Period (the "Purchase Date"),
the Company shall purchase the principal amount of Notes required to be
purchased pursuant to Section 4.10 hereof and such other Indebtedness that is
pari passu with the Notes containing provisions similar to Section 4.10 hereof
that may be purchased out of the Excess Proceeds (the "Offer Amount") or, if
less than the Offer Amount has been tendered, all Notes tendered in response to
the Asset Sale Offer. Payment for any Notes so purchased shall be made in the
same manner as interest payments are made.

     If the Purchase Date is on or after an interest record date and on or
before the related interest payment date, any accrued and unpaid interest shall
be paid to the Person in whose name a Note is registered at the close of
business on such record date, and no additional interest shall be payable to
Holders who tender Notes pursuant to the Asset Sale Offer.

     Upon the commencement of an Asset Sale Offer, the Company shall send, by
first class mail, a notice to the Trustee and each of the Holders, with a copy
to the Trustee. The notice shall contain all instructions and materials
necessary to enable such Holders to tender Notes pursuant to the Asset Sale
Offer. The Asset Sale Offer shall be made to all Holders. The notice, which
shall govern the terms of the Asset Sale Offer, shall state:

          (a) that the Asset Sale Offer is being made pursuant to this Section
3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall
remain open;

          (b) the Offer Amount, the purchase price and the Purchase Date;

          (c) that any Note not tendered or accepted for payment shall continue
to accrete or accrue interest;

          (d) that, unless the Company defaults in making such payment, any Note
accepted for payment pursuant to the Asset Sale Offer shall cease to accrete or
accrue interest after the Purchase Date;


                                       25



          (e) that Holders electing to have a Note purchased pursuant to an
Asset Sale Offer may elect to have Notes purchased in integral multiples of
$1,000 only;

          (f) that Holders electing to have a Note purchased pursuant to any
Asset Sale Offer shall be required to surrender the Note, with the form entitled
"Option of Holder to Elect Purchase" on the reverse of the Note completed, or
transfer by book-entry transfer, to the Company, a depository, if appointed by
the Company, or a Paying Agent at the address specified in the notice at least
three days before the Purchase Date;

          (g) that Holders shall be entitled to withdraw their election if the
Company, the depository or the Paying Agent, as the case may be, receives, not
later than the expiration of the Offer Period, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the principal
amount of the Note the Holder delivered for purchase and a statement that such
Holder is withdrawing his election to have such Note purchased;

          (h) that, if the aggregate principal amount of Notes surrendered by
Holders and Indebtedness that is pari passu with the Notes containing provisions
similar to Section 4.10 exceeds the Offer Amount, the Company shall select the
Notes and such other pari passu Indebtedness to be purchased on a pro rata basis
(with such adjustments as may be deemed appropriate by the Company so that only
Notes in denominations of $1,000, or integral multiples thereof, shall be
purchased); and

          (i) that Holders whose Notes were purchased only in part shall be
issued new Notes equal in principal amount to the unpurchased portion of the
Notes surrendered (or transferred by book-entry transfer).

     On or before the Purchase Date, the Company shall, to the extent lawful,
accept for payment, on a pro rata basis to the extent necessary, the Offer
Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer,
or if less than the Offer Amount has been tendered, all Notes tendered, and
shall deliver to the Trustee an Officers' Certificate stating that such Notes or
portions thereof were accepted for payment by the Company in accordance with the
terms of this Section 3.09. The Company, the Depositary or the Paying Agent, as
the case may be, shall promptly (but in any case not later than five Business
Days after the Purchase Date) mail or deliver to each tendering Holder an amount
equal to the purchase price of the Notes tendered by such Holder and accepted by
the Company for purchase, and the Company shall promptly issue a new Note, and
the Trustee, upon written request from the Company shall authenticate and mail
or deliver such new Note to such Holder, in a principal amount equal to any
unpurchased portion of the Note surrendered. Any Note not so accepted shall be
promptly mailed or delivered by the Company to the Holder thereof. The Company
shall publicly announce the results of the Asset Sale Offer on the Purchase
Date.

                                    ARTICLE 4
                                    COVENANTS

Section 4.01. Payment of Notes.

     The Company shall pay or cause to be paid the principal of, premium, if
any, and interest on the Notes on the dates and in the manner provided in the
Notes. Principal, premium, if any, and interest shall be considered paid on the
date due if the Paying Agent, if other than the Company or a Subsidiary thereof,
holds as of 10:00 a.m. Eastern Time on the due date money deposited by the
Company in immediately available funds and designated for and sufficient to pay
all principal, premium, if any, and interest then due.


                                       26



     The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the rate equal to
1% per annum in excess of the then applicable interest rate on the Notes to the
extent lawful; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace period) at the same rate to the extent
lawful.

Section 4.02. Maintenance of Office or Agency.

     The Company shall maintain 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 Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of the Notes 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 the Notes 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. Reports.

     Whether or not required by the rules and regulations of the SEC, so long as
any Notes are outstanding, the Company shall file with the SEC, if permitted,
all of the reports and other information as it would be required to file with
the SEC by Sections 13(a) and 15(d) under the Exchange Act as if it were subject
thereto. The Company shall supply the Trustees and each Holder of Notes, or
shall supply to the Trustees for forwarding to each Holder of Notes, without
cost to any such Holder, copies of such reports and other information (whether
or not so filed). The Company shall at all times comply with TIA Section 314(a).

Section 4.04. Compliance Certificate.

          (a) The Company and each Guarantor (to the extent that such Guarantor
is so required under the TIA) 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


                                       27



the Notes 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) So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03(a) above shall be accompanied by a
written statement of the Company's independent public accountants (who shall be
a firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to
their attention that would lead them to believe that the Company has violated
any provisions of Article 4 or Article 5 hereof or, if any such violation has
occurred, specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation.

          (c) The Company shall, so long as any of the Notes 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 4.05. 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 Notes.

Section 4.06. 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 and each of the Guarantors
(to the extent that it may lawfully do so) 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 4.07. Restricted Payments.

     The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make
any other payment or distribution on account of the Company's or any of its
Restricted Subsidiaries' Equity Interests (including, without limitation, any
payment in connection with any merger or consolidation involving the Company or
any of its Restricted Subsidiaries) or to the direct or indirect holders of the
Company's or any of its Restricted Subsidiaries' Equity Interests in their
capacity as such (other than dividends or distributions payable in Equity
Interests (other than Disqualified Stock) of the Company or to the Company or a
Restricted Subsidiary of the Company), (ii) purchase, redeem or otherwise
acquire or retire for value (including, without limitation, in connection with
any merger or consolidation involving the Company) any Equity Interests of the


                                       28



Company or any direct or indirect parent of the Company or any Restricted
Subsidiary of the Company (other than any such Equity Interests owned by the
Company or any Restricted Subsidiary of the Company), (iii) make any payment on
or with respect to, or purchase, redeem, defease or otherwise acquire or retire
for value any Indebtedness that is subordinated to the Notes, including the
Senior Subordinated Notes, except a payment of interest or principal at the
Stated Maturity thereof, or (iv) make any Restricted Investment (all such
payments and other actions set forth in clauses (i) through (iv) above being
collectively referred to as "Restricted Payments"), unless, at the time of and
after giving effect to such Restricted Payment:

          (a) no Default or Event of Default shall have occurred and be
continuing or would occur as a consequence thereof; and

          (b) the Company would, at the time of such Restricted Payment and
after giving pro forma effect thereto as if such Restricted Payment had been
made at the beginning of the applicable four-quarter period, have been permitted
to incur at least $1.00 of additional Indebtedness pursuant to the first
paragraph of Section 4.09 hereof; and

          (c) such Restricted Payment, together with the aggregate amount of all
other Restricted Payments made by the Company and its Restricted Subsidiaries
after the Issue Date (excluding Restricted Payments permitted by clauses (ii),
(iii), (iv), (vii) and (ix) of the next succeeding paragraph), is less than the
sum, without duplication, of (i) 50% of the Consolidated Net Income of the
Company for the period (taken as one accounting period) from the beginning of
the fiscal quarter commencing on April 1, 2006 to the end of the Company's most
recently ended fiscal quarter for which internal financial statements are
available at the time of such Restricted Payment (or, if such Consolidated Net
Income for such period is a deficit, less 100% of such deficit), plus (ii) 100%
of the aggregate net cash proceeds received by the Company since April 1, 2006
as a contribution to its common equity capital or from the issue or sale of
Equity Interests of the Company (other than Disqualified Stock) (other than
Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary
of the Company), plus (iii) to the extent that any Restricted Investment that
was made after the Issue Date is sold for cash or otherwise liquidated or repaid
for cash, the lesser of (A) the cash return of capital with respect to such
Restricted Investment (less the cost of disposition, if any) and (B) the initial
amount of such Restricted Investment, plus (iv) the amount by which (A)
Indebtedness (other than Disqualified Stock) of the Company or any Restricted
Subsidiary issued after the Issue Date is reduced on the Company's consolidated
balance sheet (if prepared in accordance with GAAP as of the date of
determination) and (B) Disqualified Stock of the Company issued after the Issue
Date (held by any Person other than any Restricted Subsidiary) is reduced
(measured with reference to its redemption or repurchase price), in each case,
as a result of the conversion or exchange of any such Indebtedness or
Disqualified Stock into Equity Interests (other than Disqualified Stock) of the
Company, less, in each case, any cash distributed by the Company upon such
conversion or exchange, plus (v) to the extent that any Investment in any
Unrestricted Subsidiary that was made after the Issue Date is sold for cash or
otherwise liquidated, repaid for cash or such Unrestricted Subsidiary is
converted into a Restricted Subsidiary, the lesser of (A) an amount equal to the
sum of (I) the net reduction in Investments in Unrestricted Subsidiaries
resulting from dividends, repayments of loans or advances or other transfers of
assets, in each case to the Company or any Restricted Subsidiary from
Unrestricted Subsidiaries, and (II) the fair market value of the net assets of
an Unrestricted Subsidiary at the time such Unrestricted Subsidiary is
designated a Restricted Subsidiary, and (B) the remaining amount of the
Investment in such Unrestricted Subsidiary which has not been repaid or
converted into cash or assets.

     The preceding provisions will not prohibit: (i) the payment of any dividend
within 60 days after the date of declaration thereof, if at the date of
declaration no Default has occurred and is continuing or would be caused thereby
and such payment would have complied with the provisions of this Indenture,


                                       29



(ii) the making of any payment on or with respect to, or in connection with, the
redemption, repurchase, retirement, defeasance or other acquisition of, any
Indebtedness of the Company or any Restricted Subsidiary that is subordinated to
the Notes or of any Equity Interests of the Company or any Restricted Subsidiary
in exchange for, or out of the net cash proceeds of the substantially concurrent
sale (other than to a Subsidiary of the Company) of, Equity Interests (other
than Disqualified Stock) of the Company or any subordinated Indebtedness of the
Company; provided that the amount of any such net cash proceeds that are
utilized for any such redemption, repurchase, retirement, defeasance or other
acquisition shall be excluded from clause (c)(ii) of the preceding paragraph,
(iii) the making of any payment on or with respect to, or in connection with,
the defeasance, redemption, repurchase or other acquisition of Indebtedness of
the Company or any Restricted Subsidiary that is subordinated to the Notes with
the net cash proceeds from the incurrence of Permitted Refinancing Indebtedness,
(iv) the payment of any dividend by a Restricted Subsidiary of the Company to
the holders of its common Capital Stock on a pro rata basis, (v) so long as no
Default has occurred and is continuing or would be caused thereby, the
repurchase, redemption or other acquisition or retirement for value of any
Equity Interests of the Company or any Restricted Subsidiary of the Company held
by any employee of the Company or any Restricted Subsidiary pursuant to any
employee equity subscription agreement, stock ownership plan or stock option
agreement in effect from time to time; provided that the aggregate price paid
for all such repurchased, redeemed, acquired or retired Equity Interests shall
not exceed $2.0 million in any twelve-month period and $10.0 million in the
aggregate, (vi) the making of any payment on or with respect to, or repurchase,
redemption, defeasance or other acquisition or retirement for value of the 5.75%
subordinated convertible notes due 2006 or the 5.0% subordinated convertible
notes due 2007 in connection with (A) so long as no Event of Default has
occurred and is continuing or would be caused thereby, an optional redemption of
such subordinated convertible notes on or after the dates such notes become
redeemable, or (B) the honoring by the Company of any request to convert such
notes into capital stock (other than Disqualified Stock) by a holder of the
convertible notes or any future convertible notes of the Company (including the
payment by the Company of any cash in lieu of fractional shares) in accordance
with their terms, (vii) that portion of Investments the payment for which
consists exclusively of Equity Interests (other than Disqualified Stock) of the
Company, (viii) so long as no Default has occurred and is continuing or would be
caused thereby, other Restricted Payments in an aggregate amount not to exceed
$75.0 million, (ix) the repurchase of Equity Interests of the Company that may
be deemed to occur upon the exercise of stock options if such Equity Interests
represent a portion of the exercise price thereof, (x) any payments to one or
more stockholders of the Company in connection with settling stockholder
obligations for income taxes in respect of tax periods ending prior to the
conversion of the Company from "S" corporation status to "C" corporation status,
(xi) in the case of an Asset Sale, any asset sale offer required under the terms
of other Indebtedness of the Company after the Company has complied with its
obligations to the Holders of the Notes under the "Asset Sale" covenant
contained in the Indenture, and (xii) in the case of a Change of Control, any
Change of Control Offer to repurchase the Senior Subordinated Notes after the
Company has complied with its obligations to the Holders of the Notes under the
"Change of Control" covenant contained in the Indenture.

     The amount of all Restricted Payments (other than cash) shall be the fair
market value on the date of the Restricted Payment of the asset(s) or securities
proposed to be transferred or issued by the Company or such Restricted
Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair
market value of any assets or securities that are required to be valued by this
covenant with a fair market value in excess of $1.0 million shall be evidenced
by an Officer's Certificate which shall be delivered to the Trustee. Not later
than the date of making any Restricted Payment, the Company shall deliver to the
Trustee an Officers' Certificate stating that such Restricted Payment is
permitted and setting forth the basis upon which the calculations required by
this Section 4.07 were computed, together with a copy of any fairness opinion or
appraisal required by this Indenture.


                                       30


Section 4.08. Dividend and Other Payment Restrictions Affecting Subsidiaries.

     The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or permit to exist or become
effective any encumbrance or restriction on the ability of any Restricted
Subsidiary to (a)(i) pay dividends or make any other distributions to the
Company or any of its Restricted Subsidiaries (A) on its Capital Stock or (B)
with respect to any other interest or participation in, or measured by, its
profits or (ii) pay any indebtedness owed to the Company or any of its
Restricted Subsidiaries, (b) make loans or advances to the Company or any of its
Restricted Subsidiaries or (c) transfer any of its properties or assets to the
Company or any of its Restricted Subsidiaries, except for such encumbrances or
restrictions existing under or by reasons of (i) Existing Indebtedness as in
effect on the date hereof and any amendments, modifications, restatements,
renewals, increases, supplements, refundings, replacements or refinancings
thereof, provided that such amendments, modifications, restatements, renewals,
increases, supplements, refundings, replacements or refinancings are no more
restrictive, taken as a whole, with respect to such dividend and other payment
restrictions than those contained in such Existing Indebtedness, as in effect on
the date hereof, (ii) this Indenture, the Notes and the Notes Guarantees, (iii)
applicable law, (iv) any instrument governing or relating to Permitted Bank Debt
or Indebtedness of Foreign Subsidiaries, in each case that meets the criteria
specified in clauses (i) and (xiii), respectively, of the second paragraph of
Section 4.09; provided, that the Board of Directors shall have determined in
good faith at the time that such encumbrance or restriction is created that the
encumbrance or restriction (a) would not reasonably be expected to impair the
ability of the Company to pay interest on the Notes at their Stated Maturity or
to pay principal and accrued and unpaid interest on the Notes at their final
Stated Maturity, and (b) is not materially more disadvantageous to holders of
the Notes than is customary in comparable financings; (v) any instrument
governing Indebtedness or Capital Stock of a Person acquired by the Company or
any of its Restricted Subsidiaries as in effect at the time of such acquisition
(except to the extent such Indebtedness was incurred in connection with or in
contemplation of such acquisition), which encumbrance or restriction is not
applicable to any Person, or the properties or assets of any Person, other than
the Person, or the property or assets of the Person, so acquired, provided that,
in the case of Indebtedness, such Indebtedness was permitted by the terms of
this Indenture to be incurred, (vi) customary nonassignment provisions in
leases, licenses and other contracts entered into in the ordinary course of
business and consistent with past practices, (vii) purchase money obligations or
Capital Lease Obligations for property acquired in the ordinary course of
business that impose restrictions on the property so acquired of the nature
described in clause (c) above, (viii) any agreement for the sale or other
disposition of a Restricted Subsidiary that restricts dividends, distributions,
loans, advances or transfers by such Restricted Subsidiary pending its sale or
other disposition, (ix) Permitted Refinancing Indebtedness, provided that the
restrictions contained in the agreements governing such Permitted Refinancing
Indebtedness are no more restrictive, taken as a whole, than those contained in
the agreements governing the Indebtedness being refinanced, (x) agreements
entered into with respect to Liens securing Indebtedness otherwise permitted to
be incurred pursuant to the provisions of Section 4.12 hereof that limit the
right of the Company or any of its Restricted Subsidiaries to dispose of the
assets subject to such Lien, (xi) provisions with respect to the disposition or
distribution of assets or property in joint venture agreements and other similar
agreements entered into in the ordinary course of business, (xii) restrictions
on cash or other deposits or net worth imposed by customers under contracts
entered into in the ordinary course of business, (xiii) any Receivables Program,
and (xiv) any restriction imposed pursuant to contracts for the sale of assets
with respect to the transfer of the assets to be sold pursuant to such contract.

Section 4.09. Incurrence of Indebtedness and Issuance of Preferred Stock.

     The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "incur") any Indebtedness (including Acquired


                                       31



Debt), and the Company will not issue any Disqualified Stock and will not permit
any of its Restricted Subsidiaries to issue any shares of preferred stock;
provided, however, that the Company and any Restricted Subsidiary that is a
Guarantor may incur Indebtedness (including Acquired Debt), and the Company may
issue Disqualified Stock, and any Restricted Subsidiary that is a Guarantor may
issue preferred stock, if the Consolidated Interest Expense Coverage Ratio for
the Company's most recently ended four full fiscal quarters (the "Reference
Period") for which internal financial statements are available immediately
preceding the date on which such additional Indebtedness is incurred or such
Disqualified Stock or preferred stock is issued would have been at least 2.0 to
1, determined on a pro forma basis (including a pro forma application of the net
proceeds therefrom), as if the additional Indebtedness had been incurred, or the
Disqualified Stock or preferred stock had been issued, as the case may be, at
the beginning of such four-quarter period.

     The first paragraph of this covenant will not prohibit the incurrence of
any of the following items of Indebtedness (collectively, "Permitted Debt"):

          (i) the incurrence by the Company and any Restricted Subsidiary of any
     Permitted Bank Debt; provided that the aggregate principal amount of all
     Permitted Bank Debt at any one time outstanding shall not exceed $100.0
     million plus 85% of the consolidated accounts receivable of the Company
     plus 50% of the consolidated inventory of the Company;

          (ii) the incurrence by the Company and its Subsidiaries of Existing
     Indebtedness;

          (iii) the incurrence by the Company and any Guarantor of Indebtedness
     represented by the Notes and any Note Guarantees;

          (iv) the incurrence by the Company or any of its Restricted
     Subsidiaries of (a) Indebtedness incurred for the purpose of financing all
     or any part of the purchase price or cost of construction or improvement of
     property, plant or equipment used in the business of the Company or any of
     its Restricted Subsidiaries and (b) Capital Lease Obligations, in an
     aggregate amount at any time outstanding, including all Permitted
     Refinancing Indebtedness incurred to refund, refinance or replace any
     Indebtedness incurred pursuant to this clause (iv), not to exceed the
     greater of $75.0 million and 10% of the Company's Consolidated Net Assets;

          (v) the incurrence by the Company or any of its Restricted
     Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the
     net proceeds of which are used to refund, refinance or replace,
     Indebtedness (other than intercompany Indebtedness) that was permitted by
     this Indenture to be incurred under the first paragraph of this covenant or
     clauses (ii), (iii), (v), (xiii) or (xiv) of this paragraph;

          (vi) the incurrence by the Company or any of its Restricted
     Subsidiaries of intercompany Indebtedness between or among the Company and
     any of its Restricted Subsidiaries; provided, however, that: (a) if the
     Company or any Guarantor is the obligor on such Indebtedness and such
     Indebtedness is in favor of a Restricted Subsidiary other than a Wholly
     Owned Restricted Subsidiary, such Indebtedness must be expressly
     subordinated to the prior payment in full in cash of all Obligations with
     respect to the Notes in the case of the Company, or the Note Guarantee and
     of such Guarantor, in the case of a Guarantor, and (b)(I) any subsequent
     issuance or transfer of Equity Interests that results in any such
     Indebtedness being held by a Person other than the Company or a Wholly
     Owned Restricted Subsidiary thereof and (II) any sale or other transfer of
     any such Indebtedness to a Person that is not either the Company or a
     Wholly Owned Restricted Subsidiary thereof; shall be deemed, in each case,
     to constitute an


                                       32




     incurrence of such Indebtedness by the Company or such Restricted
     Subsidiary, as the case may be, that was not permitted by this clause (vi);

          (vii) the incurrence by the Company or any of its Restricted
     Subsidiaries of Hedging Obligations that are incurred for the purpose of
     fixing or hedging interest rate, commodity or currency risk in the ordinary
     course of business for bona fide hedging purposes; provided that the
     notional principal amount of any such Hedging Obligation with respect to
     interest rates does not exceed the amount of Indebtedness or other
     liability to which such Hedging Obligation relates;

          (viii) the Guarantee by the Company or any of the Guarantors of
     Indebtedness of the Company or a Restricted Subsidiary of the Company that
     was permitted to be incurred by another provision of this Section 4.09;

          (ix) the incurrence by the Company's Unrestricted Subsidiaries of
     Non-Recourse Debt; provided, however, that if any such Indebtedness ceases
     to be Non-Recourse Debt of an Unrestricted Subsidiary, such event shall be
     deemed to constitute an incurrence of Indebtedness by a Restricted
     Subsidiary of the Company that was not permitted by this clause (ix);

          (x) the incurrence of Indebtedness solely in respect of performance,
     surety and similar bonds or completion or performance Guarantees, to the
     extent that such incurrence does not result in the incurrence of any
     obligation for the payment of borrowed money to others;

          (xi) the incurrence of Indebtedness arising from the agreements of the
     Company or a Restricted Subsidiary of the Company providing for
     indemnification, adjustment of purchase price or similar obligations, in
     each case, incurred or assumed in connection with the disposition of any
     business, assets or a Subsidiary; provided, however, that: (a) such
     Indebtedness is not reflected as a liability on the balance sheet of the
     Company or any Restricted Subsidiary of the Company, and (b) the maximum
     assumable liability in respect of all such Indebtedness shall at no time
     exceed the gross proceeds, including non-cash proceeds (the fair market
     value of such non-cash proceeds being measured at the time received and
     without giving effect to any subsequent changes in value), actually
     received by the Company and its Restricted Subsidiaries in connection with
     such disposition;

          (xii) the accrual of interest, accretion or amortization of original
     issue discount, the payment of interest on any Indebtedness in the form of
     additional Indebtedness with the same terms, and the payment of dividends
     on Disqualified Stock in the form of additional shares of the same class of
     Disqualified Stock; provided, in each such case, that the amount thereof is
     included in Consolidated Interest Expense of the Company as accrued;

          (xiii) the incurrence of Indebtedness by Foreign Subsidiaries in an
     amount not to exceed 10% of the Total Tangible Assets of the Foreign
     Subsidiaries, taken as a whole; and

          (xiv) the incurrence by the Company or any of its Restricted
     Subsidiaries of additional Indebtedness in an aggregate principal amount
     (or accreted value, as applicable) at any time outstanding, including all
     Permitted Refinancing Indebtedness incurred to refund, refinance or replace
     any Indebtedness incurred pursuant to this clause (xiv), not to exceed
     $50.0 million.

     Indebtedness or preferred stock of any Person which is outstanding at the
time such Person becomes a Restricted Subsidiary of the Company (including upon
designation of any Subsidiary or other Person as a Restricted Subsidiary) or is
merged with or into or consolidated with the Company or a Restricted Subsidiary
of the Company shall be deemed to have been incurred at the time such Person


                                       33



becomes such a Restricted Subsidiary of the Company or is merged with or into or
consolidated with the Company or a Restricted Subsidiary of the Company, as
applicable.

     The Company will not incur any Indebtedness (including Permitted Debt) that
is contractually subordinated in right of payment to any other Indebtedness of
the Company unless such Indebtedness is also contractually subordinated in right
of payment to the Notes on substantially identical terms; provided, however,
that no Indebtedness of the Company shall be deemed to be contractually
subordinated in right of payment to any other Indebtedness of the Company solely
by virtue of any Liens, Guarantees, maturity of payments of structural
seniority.

     For purposes of determining compliance with this Section 4.09, in the event
that an item of Indebtedness meets the criteria of more than one of the
categories of Permitted Debt described in clauses (i) through (xiv) above, or is
entitled to be incurred pursuant to the first paragraph of this covenant, the
Company may, in its sole discretion, classify or reclassify such of Indebtedness
(or any part thereof) in any manner that complies with this Section 4.09 and
such item of Indebtedness shall be treated as having been incurred pursuant to
only one of such clauses or pursuant to the first paragraph of this Section
4.09.

     For purposes of determining any particular amount of Indebtedness under
this covenant, Guarantees, Liens or obligations in support of letters of credit
supporting Indebtedness shall not be included to the extent such letters of
credit are included in the amount of such Indebtedness.

     Any increase in the amount of any Indebtedness solely by reason of currency
fluctuations shall not be considered an incurrence of Indebtedness for purposes
of this covenant.

     Accrual of interest and the payment of interest in the form of additional
Indebtedness shall not be deemed to be an incurrence of Indebtedness for
purposes of this Section 4.09.

Section 4.10. Asset Sales.

     The Company shall not, and shall not permit any of its Restricted
Subsidiaries to: (i) sell, lease, convey or otherwise dispose of any assets or
rights (including by way of a sale-and-leaseback) other than sales of inventory
in the ordinary course of business (provided that the sale, lease, conveyance or
other distribution of all or substantially all of the assets of the Company and
its Restricted Subsidiaries, taken as a whole, shall be governed by the
provisions of Sections 4.14 and 5.01 hereof and not by the last paragraph of
this section), or (ii) with respect to the Company, sell Equity Interests in any
of its Subsidiaries, or (iii) with respect to the Company's Restricted
Subsidiaries, issue Equity Interests (each of the foregoing, an "Asset Sale"),
unless (x) the Company (or the Restricted Subsidiary, as the case may be)
receives consideration at the time of such Asset Sale at least equal to the fair
market value (evidenced by a resolution of the Board of Directors set forth in
an Officers' Certificate delivered to the Trustee) of the assets sold or
otherwise disposed of and (y) at least 75% of the consideration received
therefor by the Company or such Restricted Subsidiary is in the form of cash or
other Qualified Proceeds.

     Notwithstanding the foregoing, the following shall not be deemed to be
Asset Sales: (i) any single transaction or series of related transactions that
(a) involves assets having a fair market value of less than $2.0 million or (b)
results in net proceeds to the Company and its Restricted Subsidiaries of less
than $2.0 million, (ii) a transfer of assets between or among the Company and
any Restricted Subsidiary, (iii) an issuance of Equity Interests by a Restricted
Subsidiary to the Company or to another Wholly Owned Restricted Subsidiary, (iv)
the sale, lease, conveyance or other disposition of any Receivable Program
Assets by the Company or any Restricted Subsidiary in connection with a
Receivables Program, (v) the sale, lease, conveyance or other disposition of any
inventory, receivables or other current assets by the Company or any of its
Restricted Subsidiaries in the ordinary course of business, (vi) the granting of
a


                                       34



Permitted Lien, (vi) the licensing by the Company or any Restricted Subsidiary
of intellectual property in the ordinary course of business or on commercially
reasonable terms, (vii) the sale, lease, conveyance or other disposition of
obsolete or worn out equipment or equipment no longer useful in the Company's
business, and (viii) the making or liquidating of any Restricted Payment or
Permitted Investment that is permitted by Section 4.07 hereof.

     Within 365 days after the receipt of any Net Proceeds from any Asset Sale,
the Company (or such Restricted Subsidiary) may apply such Net Proceeds from
such Asset Sale, at its option, either (a) to repay Permitted Bank Debt, and if
such Permitted Bank Debt is revolving debt, to effect a corresponding commitment
reduction thereunder, (b) to acquire all or substantially all of the assets of,
or a majority of the Voting Stock of, another Permitted Business, (c) to make a
capital expenditure, or (d) to acquire any other long-term assets that are used
or useful in a Permitted Business. Pending the final application of any such Net
Proceeds, the Company (or such Restricted Subsidiary) may temporarily reduce
revolving credit borrowings or otherwise invest such Net Proceeds in any manner
that is not prohibited by this Indenture. Any Net Proceeds from such Asset Sale
that are not finally applied or invested as provided in the first sentence of
this paragraph will be deemed to constitute "Excess Proceeds." Within five days
of each date on which the aggregate amount of Excess Proceeds exceeds $10
million, the Company shall commence a pro rata Asset Sale Offer pursuant to
Section 3.09 hereof to purchase the maximum principal amount of Notes that may
be purchased out of the Excess Proceeds at an offer price in cash in an amount
equal to 100% of the principal amount thereof plus accrued and unpaid interest
to the date fixed for the closing of such offer, in accordance with the
procedures set forth in Section 3.09 hereof. To the extent that the aggregate
amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess
Proceeds, the Company (or such Subsidiary) may use such deficiency for any
purpose not otherwise prohibited by this Indenture. Upon completion of such
offer to purchase, the amount of Excess Proceeds will be deemed to be reset at
zero.

Section 4.11. Transactions with Affiliates.

     The Company will not, and will not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or Guarantee with, or for the benefit
of, any Affiliate (each, an "Affiliate Transaction"), unless: (a) such Affiliate
Transaction (when viewed together with related Affiliate Transactions, if any)
is on terms that are no less favorable to the Company or the relevant Restricted
Subsidiary than those that would have been obtained in a comparable transaction
by the Company or such Restricted Subsidiary with an unrelated Person, and (b)
the Company delivers to the Trustee (i) with respect to any Affiliate
Transaction or series of related Affiliate Transactions involving aggregate
consideration in excess of $10.0 million, a resolution of the Board of Directors
set forth in an Officers' Certificate certifying that such Affiliate Transaction
complies with this covenant and that such Affiliate Transaction has been
approved by a majority of the disinterested members of the Board of Directors
(of which there must be at least one), and (ii) with respect to any Affiliate
Transaction or series of related Affiliate Transactions involving aggregate
consideration in excess of $25.0 million, an opinion as to the fairness to the
Holders of such Affiliate Transaction from a financial point of view issued by
an accounting, appraisal or investment banking firm of national standing.

     The following items shall not be deemed to be Affiliate Transactions and,
therefore, will not be subject to the provisions of the prior paragraphs:

          (a) any employment agreement or arrangement entered into by the
Company or any of its Restricted Subsidiaries or any employee benefit plan
available to employees of the Company and its


                                       35



Subsidiaries generally, in each case in the ordinary course of business and
consistent with the past practice of the Company or such Restricted Subsidiary;

          (b) Affiliate Transactions between or among the Company and/or its
Restricted Subsidiaries;

          (c) payment of reasonable directors fees to Persons who are not
otherwise Affiliates of the Company and indemnity provided on behalf of
officers, directors and employees of the Company or any of its Restricted
Subsidiaries as determined in good faith by the Board of Directors of the
Company; and

          (d) any Restricted Payments that are permitted by Section 4.07 hereof.

     For purposes of this Section 4.11, any transaction or series of related
Affiliate Transactions between the Company or any Restricted Subsidiary and an
Affiliate that is approved by a majority of the disinterested members of the
Board of Directors (of which there must be at least one to utilize this method
of approval) and evidenced by a board resolution or for which a fairness opinion
has been issued shall be deemed to be on terms that are no less favorable to the
Company or the relevant Restricted Subsidiary than those that would have been
obtained in a comparable transaction by the Company or such Restricted
Subsidiary with an unrelated Person and thus shall be permitted under this
Section 4.11.

Section 4.12. Liens.

     The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, assume or suffer to
exist any Lien of any kind securing Indebtedness on any asset now owned or
hereafter acquired, except Permitted Liens, unless the Notes or any existing
Note Guarantee of a Subsidiary subject to such Lien are equally and ratably
secured with the obligations so secured for as long as such Indebtedness will be
so secured.

Section 4.13. 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 Notes.

Section 4.14. Offer to Repurchase Upon Change of Control.

          (a) Upon the occurrence of a Change of Control, the Company shall make
an offer (a "Change of Control Offer") to each Holder to repurchase all or any
part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at
a purchase price equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest to the date of purchase (the "Change of Control
Payment"). Within 30 days following any Change of Control, the Company shall
mail a notice to each Holder stating: (i) that the Change of Control Offer is
being made pursuant to this Section 4.14 and that all Notes tendered will be
accepted for payment, (ii) the purchase price and the purchase date, which shall


                                       36



be no later than 30 business days from the date such notice is mailed (the
"Change of Control Payment Date"), (iii) that any Note not tendered will
continue to accrue interest, (iv) that, unless the Company defaults in the
payment of the Change of Control Payment, all Notes accepted for payment
pursuant to the Change of Control Offer shall cease to accrue interest after the
Change of Control Payment Date, (v) that Holders electing to have any Notes
purchased pursuant to a Change of Control Offer will be required to surrender
the Notes, with the form entitled "Option of Holder to Elect Purchase" on the
reverse of the Notes completed, to the Paying Agent at the address specified in
the notice prior to the close of business on the third Business Day preceding
the Change of Control Payment Date, (vi) that Holders will be entitled to
withdraw their election if the Paying Agent receives, not later than the close
of business on the second Business Day preceding the Change of Control Payment
Date, a telegram, telex, facsimile transmission or letter setting forth the name
of the Holder, the principal amount of Notes delivered for purchase, and a
statement that such Holder is withdrawing his election to have the Notes
purchased, and (vii) that Holders whose Notes are being purchased only in part
will be issued new Notes equal in principal amount to the unpurchased portion of
the Notes surrendered, which unpurchased portion must be equal to $1,000 in
principal amount or an integral multiple thereof. The Company shall comply with
the requirements of Rule 14e-1 under the Exchange Act and any other securities
laws and regulations thereunder to the extent such laws and regulations are
applicable in connection with the repurchase of Notes in connection with a
Change of Control.

          (b) On the Change of Control Payment Date, the Company shall, to the
extent lawful, (i) accept for payment all Notes or portions thereof properly
tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying
Agent an amount equal to the Change of Control Payment in respect of all Notes
or portions thereof so tendered, and (iii) deliver or cause to be delivered to
the Trustee the Notes so accepted together with an Officers' Certificate stating
the aggregate principal amount of Notes or portions thereof being purchased by
the Company. The Paying Agent shall promptly mail to each Holder of Notes so
tendered payment in an amount equal to the purchase price for the Notes, and the
Trustee shall promptly authenticate and mail (or cause to be transferred by book
entry) to each Holder a new Note equal in principal amount to any unpurchased
portion of the Notes surrendered by such Holder, if any; provided, that each
such new Note shall be in a principal amount of $1,000 or an integral multiple
thereof. The Company shall publicly announce the results of the Change of
Control Offer on or as soon as practicable after the Change of Control Payment
Date.

          (c) Notwithstanding anything to the contrary in this Section 4.14, the
Company shall not be required to make a Change of Control Offer upon a Change of
Control if a third party makes the Change of Control Offer in the manner, at the
times and otherwise in compliance with the requirements set forth in this
Section 4.14 and Section 3.09 hereof and all other provisions of this Indenture
applicable to a Change of Control Offer made by the Company and purchases all
Notes validly tendered and not withdrawn under such Change of Control Offer.

Section 4.15. Limitation on Issuances and Sales of Capital Stock in Wholly Owned
Subsidiaries.

     The Company (a) shall not, and shall not permit any of Wholly Owned
Restricted Subsidiaries of the Company to, transfer, convey, sell, lease or
otherwise dispose of any Equity Interests in any Wholly Owned Restricted
Subsidiary of the Company to any Person (other than the Company or a Wholly
Owned Restricted Subsidiary of the Company), unless (i) such transfer,
conveyance, sale, lease or other disposition is of all the Equity Interests in
such Wholly Owned Restricted Subsidiary or immediately following such transfer,
conveyance, sale, lease or other disposition, the Wholly Owned Restricted
Subsidiary is a Restricted Subsidiary and (ii) the cash Net Proceeds from such
transfer, conveyance, sale, lease or other disposition are applied in accordance
with Section 4.10 hereof, and (b) shall not permit any Wholly Owned Restricted
Subsidiary of the Company to issue any of its Equity Interests (other than, if
necessary, shares of its Capital Stock constituting directors' qualifying
shares) to


                                       37



any Person other than to the Company or a Wholly Owned Restricted Subsidiary of
the Company unless immediately following such issuance the Wholly Owned
Restricted Subsidiary is a Restricted Subsidiary.

Section 4.16. Payments for Consent.

     Neither the Company nor any of its Subsidiaries shall, directly or
indirectly, pay or cause to be paid any consideration to or for the benefit of
any Holder of any Notes for or as an inducement to any consent, waiver or
amendment of any of the terms or provisions of this Indenture or the Notes
unless such consideration is offered to be paid or is paid to all Holders of the
Notes that consent, waive or agree to amend in the time frame set forth in the
solicitation documents relating to such consent, waiver or agreement.

Section 4.17. Future Subsidiary Guarantees.

     If the Company or any of its Restricted Subsidiaries shall acquire, create
or capitalize a Domestic Subsidiary after the date of this Indenture that is a
Significant Subsidiary, then that newly acquired, created or capitalized
Subsidiary must become a Guarantor and execute a supplemental indenture
satisfactory to the Trustee and deliver an Opinion of Counsel, in accordance
with the terms of this Indenture, to the Trustee within 10 Business Days of the
date on which it was acquired or created. The form of such Supplemental
Indenture is attached as Exhibit C hereto.

Section 4.18. Designation of Restricted and Unrestricted Subsidiaries.

     The Board of Directors of the Company may designate any Restricted
Subsidiary to be an Unrestricted Subsidiary so long as such designation would
not cause a Default hereunder. If a Restricted Subsidiary is designated as an
Unrestricted Subsidiary, all outstanding Investments owned by the Company and
its Restricted Subsidiaries in the Subsidiary so designated will be deemed to be
an Investment made as of the time of such designation and will reduce the amount
available for Restricted Payments under the first paragraph of Section 4.07
hereof or Permitted Investments, as applicable. All such outstanding Investments
will be valued at their fair market value at the time of such designation. That
designation will only be permitted if such Restricted Payment would be permitted
at that time and if such Restricted Subsidiary otherwise meets the definition of
an Unrestricted Subsidiary. The Board of Directors may redesignate any
Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation would
not cause a Default hereunder.

Section 4.19. Limitation on Sale and Leaseback Transactions.

     The Company shall not, and shall not permit any of its Subsidiaries to,
enter into any sale and leaseback transaction; provided that the Company or any
Restricted Subsidiary may enter into a sale and leaseback transaction if (i) the
Company or such Restricted Subsidiary, as applicable, could have incurred
Indebtedness in an amount equal to the Attributable Debt relating to such sale
and leaseback transaction (if the lease is in the nature of an operating lease,
otherwise the amount of Indebtedness) under the Consolidated Interest Expense
Coverage Ratio test in the first paragraph of Section 4.09 hereof, and (ii) the
transfer of assets in that sale and leaseback transaction is permitted by, and
the Company applies the proceeds of such transaction in compliance with, Section
4.10 hereof.

     The foregoing restrictions shall not apply to any sale and leaseback
transaction if (i) the transaction is solely between the Company and any
Restricted Subsidiary or between Restricted Subsidiaries, or (ii) the sale and
leaseback transaction is consummated within 180 days after the purchase of the
assets subject to such transaction.


                                       38



                                   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 Notes and this Indenture pursuant to agreements reasonably
satisfactory to the Trustee, (iii) immediately after such transaction no Default
or Event of Default exists, (iv) except in the case of the amalgamation,
consolidation or merger of the Company with or into a Wholly Owned Restricted
Subsidiary or with or into any Person solely for the purpose of effecting a
change in the state of incorporation of the Company, the Company or the Person
formed by or surviving any such consolidation or merger (if other than the
Company) shall, on the date of such transaction after giving pro forma effect
thereto and any related financing transactions as if the same had occurred at
the beginning of the applicable four-quarter period, be permitted to incur at
least $1.00 of additional Indebtedness pursuant to the Consolidated Interest
Expense Coverage Ratio test set forth in the first paragraph of Section 4.09
hereof, and (v) 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 Wholly Owned Restricted 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 Notes 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:


                                       39



          (a) the Company defaults in the payment when due of interest on the
Notes 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 Notes when the same becomes due and payable at maturity,
upon redemption (including in connection with an offer to purchase) or
otherwise;

          (c) the Company fails to make any payment required to be made pursuant
to the provisions of Section 4.10 or 4.14 hereof;

          (d) the Company fails to observe or perform any other covenant,
representation, warranty or other agreement in this Indenture or the Notes for
60 days after notice to the Company by the Trustee or the Holders of at least
25% in aggregate principal amount of the Notes then outstanding voting as a
single class;

          (e) a default occurs under any mortgage, indenture or instrument under
which there may be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by the Company or any of its Restricted
Subsidiaries (or the payment of which is guaranteed by the Company or any of its
Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or
is created after the date of this Indenture, which default (i) is caused by a
failure to pay principal of such Indebtedness at the Stated Maturity thereof or
(ii) results in the acceleration of such Indebtedness prior to the Stated
Maturity thereof, and, in each case, the principal amount of such Indebtedness,
together with the principal amount of any other such Indebtedness the maturity
of which has been so accelerated, aggregates $10 million or more;

          (f) a final judgment or final judgments for the payment of money are
entered by a court or courts of competent jurisdiction against the Company or
any of its Significant Subsidiaries or any group of Subsidiaries that, taken as
a whole, would constitute a Significant Subsidiary and such judgment or
judgments remain undischarged for a period (during which execution shall not be
effectively stayed) of 60 days, provided that the aggregate of all such
undischarged judgments exceeds $10 million (other than amounts covered by
insurance);

          (g) 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; or

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


                                       40



          (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.

Section 6.02. Acceleration.

     If any Event of Default (other than an Event of Default specified in clause
(g) or (h) 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) occurs and is continuing, the Trustee
or the Holders of at least 25% in principal amount of the then outstanding Notes
may declare all the Notes to be due and payable immediately. Upon any such
declaration, the Notes shall become due and payable immediately. Notwithstanding
the foregoing, if an Event of Default specified in clause (g) or (h) of Section
6.01 hereof 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 Notes shall be due and
payable immediately without further action or notice. The Holders of a majority
in aggregate principal amount of the then outstanding Notes 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 Notes or to enforce the performance of any provision of the
Notes or this Indenture.

     The Trustee may maintain a proceeding even if it does not possess any of
the Notes or does not produce any of them in the proceeding. A delay or omission
by the Trustee or any Holder of a Note 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 Notes by notice to the Trustee may on behalf of the Holders of
all of the Notes 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 Notes (including in
connection with an offer to purchase) (provided, however, that the Holders of a
majority in aggregate principal amount of the then outstanding Notes may rescind
an acceleration and its consequences, including any related payment


                                       41



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 Notes 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. 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 Notes or that may involve the Trustee in
personal liability.

Section 6.06. Limitation on Suits.

     A Holder of a Note may pursue a remedy with respect to this Indenture or
the Notes only if:

          (a) the Holder of a Note gives to the Trustee written notice of a
continuing Event of Default;

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

          (c) such Holder of a Note or Holders of Notes 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 Notes do not give the Trustee a direction
inconsistent with the request.

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

Section 6.07. Rights of Holders of Notes to Receive Payment.

     Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal, premium and interest on the
Note, on or after the respective due dates expressed in the Note (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, 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 Notes 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.


                                       42



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 Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), 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 any plan of reorganization, arrangement, adjustment or
composition affecting the Notes 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 Holders of Notes for amounts due and unpaid on the Notes
     for principal, premium and interest, ratably, without preference or
     priority of any kind, according to the amounts due and payable on the Notes
     for principal, premium 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 Notes 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 Note pursuant to
Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount
of the then outstanding Notes.


                                       43



                                   ARTICLE 7
                                    TRUSTEE

Section 7.01. Duties of Trustee.

          (a) If an Event of Default has occurred and is continuing, 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.

          (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.


                                       44



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 Notes 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 Notes, it shall not be
accountable for the Company's use of the proceeds from the Notes 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 Notes or
any other document in connection with the sale of the Notes 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 Notes 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,


                                       45



or interest on any Note, 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 Notes.

Section 7.06. Reports by Trustee to Holders of the Notes.

     Within 60 days after each March 15 beginning with the March 15 following
the date of this Indenture, and for so long as Notes remain outstanding, the
Trustee shall mail to the Holders of the Notes 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 Notes
shall be mailed to the Company and filed with the SEC and each stock exchange on
which the Notes are listed in accordance with TIA Section 313(d). The Company
shall promptly notify the Trustee when the Notes 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.

     To secure the Company's payment obligations in this Section, the Trustee
shall have a Lien prior to the Notes on all money or property held or collected
by the Trustee, except that held in trust to pay principal and interest on
particular Notes. 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(g) or (h) hereof occurs, the expenses and the
compensation for the services (including the


                                       46



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 Notes 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 Notes 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 Notes
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.


                                       47


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
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance.

     The Company may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers' Certificate, at any time, elect to have
either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article 8.

Section 8.02. Legal Defeasance and Discharge.

     Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from its obligations with respect to all outstanding Notes on the
date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, Legal Defeasance means that the Company shall be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes, which shall thereafter be deemed to be "outstanding" only for
the purposes of Section 8.05 hereof and the other Sections of this Indenture
referred to in (a) and (b) below, and to have satisfied all its other
obligations under such Notes and this Indenture (and the Trustee, on demand of
and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder: (a) the rights of Holders of
outstanding Notes to receive solely from the trust fund described in Section
8.04 hereof, and as more fully set forth in such Section, payments in respect of
the principal of, premium, if any, interest on such Notes when such payments are
due, (b) the Company's obligations with respect to such Notes under Article 2
and Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities
of the Trustee hereunder and the Company's obligations in connection therewith
and (d) this


                                       48



Article Eight. Subject to compliance with this Article 8, the Company may
exercise its option under this Section 8.02 notwithstanding the prior exercise
of its option under Section 8.03 hereof.

Section 8.03. Covenant Defeasance.

     Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be released from its
obligations under the covenants contained in Sections 4.07, 4.08, 4.09, 4.10,
4.11, 4.12, 4.14, 4.15, 4.16, 4.17, 4.18, 4.19 and 4.20 hereof and clause (iv)
of Section 5.01 hereof with respect to the outstanding Notes on and after the
date the conditions set forth in Section 8.04 are satisfied (hereinafter,
"Covenant Defeasance"), and the Notes shall thereafter be deemed not
"outstanding" for the purposes of any direction, waiver, consent or declaration
or act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed "outstanding" for all other purposes
hereunder (it being understood that such Notes shall not be deemed outstanding
for accounting purposes). For this purpose, Covenant Defeasance means that, with
respect to the outstanding Notes, 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 covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such
covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a Default or an Event of Default under
Section 6.01 hereof, but, except as specified above, the remainder of this
Indenture and such Notes shall be unaffected thereby. In addition, upon the
Company's exercise under Section 8.01 hereof of the option applicable to this
Section 8.03 hereof, subject to the satisfaction of the conditions set forth in
Section 8.04 hereof, Sections 6.01(c) through 6.01(f) hereof shall not
constitute Events of Default.

Section 8.04. Conditions to Legal or Covenant Defeasance.

     The following shall be the conditions to the application of either Section
8.02 or 8.03 hereof to the outstanding Notes:

     In order to exercise either Legal Defeasance or Covenant Defeasance:

          (a) the Company must irrevocably deposit with the Trustee, in trust,
for the benefit of the Holders, cash in United States dollars, non-callable
Government Securities, or a combination thereof, in such amounts as will be
sufficient, in the opinion of a nationally recognized firm of independent public
accountants, to pay the principal of, premium and interest on the outstanding
Notes on the stated date for payment thereof or on the applicable redemption
date, as the case may be and the Company must specify whether the Notes are
being defeased to maturity or to a particular redemption date;

          (b) in the case of an election under Section 8.02 hereof, the Company
shall have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming 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 Indenture, there has been a change in the
applicable federal income tax law, in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, the Holders of the
outstanding Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Legal Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Legal Defeasance had not occurred;

          (c) in the case of an election under Section 8.03 hereof, the Company
shall have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that the Holders of the
outstanding Notes will not recognize income, gain or loss for federal


                                       49



income tax purposes as a result of such Covenant Defeasance and will be subject
to federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such Covenant Defeasance had not occurred;

          (d) no Default or Event of Default shall have occurred and be
continuing on the date of such deposit (other than a Default or Event of Default
resulting from the incurrence of Indebtedness all or a portion of the proceeds
of which will be used to defease the Notes pursuant to this Article 8
concurrently with such incurrence) or insofar as Sections 6.01(g) or 6.01(h)
hereof is concerned, at any time in the period ending on the 91st day after the
date of deposit;

          (e) such Legal Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute a default under, any material agreement or
instrument (other than this Indenture) to which the Company or any of its
Subsidiaries is a party or by which the Company or any of its Subsidiaries is
bound;

          (f) the Company shall have delivered to the Trustee an Opinion of
Counsel (which may be subject to customary exceptions) to the effect that on the
91st day following the deposit, the trust funds will not be subject to the
effect of any applicable bankruptcy, insolvency, reorganization or similar laws
affecting creditors' rights generally;

          (g) the Company shall have delivered to the Trustee an Officers'
Certificate stating that the deposit was not made by the Company with the intent
of preferring the Holders over any other creditors of the Company or with the
intent of defeating, hindering, delaying or defrauding creditors of the Company
or others;

          (h) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for or relating to the Legal Defeasance or the Covenant
Defeasance have been complied with; and

          (i) except as otherwise provided in this Indenture, each Guarantor
shall have been released from its Obligations under its Note Guarantee.

Section 8.05. Deposited Money and Government Securities to be Held in Trust;
     Other Miscellaneous Provisions.

     Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium, if any, and interest, but
such money 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 cash or non-callable Government
Securities deposited pursuant to Section 8.04 hereof 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 the outstanding Notes.

     Anything in this Article 8 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon the request of the
Company any money or non-callable Government


                                       50



Securities held by it as provided in Section 8.04 hereof which, in the opinion
of a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee (which may be the opinion
delivered under Section 8.04(a) hereof), are in excess of the amount thereof
that would then be required to be deposited to effect an equivalent Legal
Defeasance or Covenant Defeasance.

Section 8.06. Repayment to Company.

     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, premium, if any, or
interest on any Note and remaining unclaimed for two years after such principal,
and premium, if any, or interest has become due and payable shall be paid to the
Company on its request or (if then held by the Company) shall be discharged from
such trust; and the Holder of such Note shall thereafter 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 the New York Times and The
Wall Street Journal (national edition), 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 notification or publication, any unclaimed balance of such
money then remaining will be repaid to the Company.

Section 8.07. Reinstatement.

     If the Trustee or Paying Agent is unable to apply any United States dollars
or non-callable Government Securities in accordance with Section 8.02 or 8.03
hereof, as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 8.02 or 8.03
hereof, as the case may be; provided, however, that, if the Company makes any
payment of principal of, premium, if any, or interest on any Note following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent.

                                   ARTICLE 9
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01. Without Consent of Holders of Notes.

     Notwithstanding Section 9.02 of this Indenture, the Company, the
Guarantors, if any, and the Trustee may amend or supplement this Indenture, the
Note Guarantees or the Notes without the consent of any Holder of a Note:

          (a) to cure any ambiguity, defect or inconsistency;

          (b) to provide for uncertificated Notes in addition to or in place of
certificated Notes or to alter the provisions of Article 2 hereof (including the
related definitions) in a manner that does not materially adversely affect any
Holder;

          (c) to provide for the assumption of the Company's or a Guarantor's
obligations to the Holders of the Notes by a successor to the Company pursuant
to Article 5 or Article 10 hereof;


                                       51



          (d) to make any change that would provide any additional rights or
benefits to the Holders of the Notes or that does not adversely affect the legal
rights hereunder of any Holder of the Note;

          (e) to comply with requirements of the SEC in order to effect or
maintain the qualification of this Indenture under the TIA;

          (f) to make any change necessary to make this Indenture, the Notes or
the Notes Guarantee, as applicable, consistent with the disclosure under the
caption "Description of Notes" in the final prospectus supplement relating to
the initial issuance of the Notes; or

          (g) to permit any Guarantor to execute a supplemental indenture and/or
a Note Guarantee with respect to the Notes.

     Upon the request of the Company accompanied by a resolution of its Board of
Directors authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of the documents described in Section
7.02 hereof, the Trustee shall join with the Company and the Guarantors in the
execution of any amended or supplemental Indenture authorized or permitted by
the terms of this Indenture and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee shall not be
obligated to enter into such amended or supplemental Indenture that affects its
own rights, duties or immunities under this Indenture or otherwise.

Section 9.02. With Consent of Holders of Notes.

     Except as provided below in this Section 9.02, the Company and the Trustee
may amend or supplement this Indenture (including Sections 3.09, 4.10 and 4.14
hereof), the Note Guarantees and the Notes with the consent of the Holders of at
least a majority in principal amount of the Notes then outstanding voting as a
single class (including consents obtained in connection with a tender offer or
exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04
and 6.07 hereof, any existing Default or Event of Default (other than a Default
or Event of Default in the payment of the principal of, premium, if any, or
interest on the Notes, except a payment default resulting from an acceleration
that has been rescinded) or compliance with any provision of this Indenture, the
Note Guarantees or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes voting as a single
class (including consents obtained in connection with a tender offer or exchange
offer for, or purchase of, the Notes). Section 2.08 hereof shall determine which
Notes are considered to be "outstanding" for purposes of this Section 9.02.

     Upon the request of the Company accompanied by a resolution of its Board of
Directors authorizing the execution of any such amended or supplemental
Indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by
the Trustee of the documents described in Section 7.02 hereof, the Trustee shall
join with the Company in the execution of such amended or supplemental Indenture
unless such amended or supplemental Indenture directly affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise, in which case
the Trustee may in its discretion, but shall not be obligated to, enter into
such amended or supplemental Indenture.

     It shall not be necessary for the consent of the Holders of Notes under
this Section 9.02 to approve the particular form of any proposed amendment or
waiver, but it shall be sufficient if such consent approves the substance
thereof.


                                       52



     After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental
Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a
majority in aggregate principal amount of the Notes then outstanding voting as a
single class may waive compliance in a particular instance by the Company with
any provision of this Indenture or the Notes. However, without the consent of
each Holder affected, an amendment or waiver under this Section 9.02 may not
(with respect to any Notes held by a non-consenting Holder):

          (a) reduce the principal amount of Notes whose Holders must consent to
an amendment, supplement or waiver;

          (b) reduce the principal of or change the fixed maturity of any Note
or alter or waive any of the provisions with respect to the redemption of the
Notes except as provided above with respect to Sections 3.09, 4.10 and 4.14
hereof;

          (c) reduce the rate of or change the time for payment of interest,
including default interest, on any Note;

          (d) waive a Default or Event of Default in the payment of principal of
or premium, if any, or interest on the Notes (except a rescission of
acceleration of the Notes by the Holders of at least a majority in aggregate
principal amount of the then outstanding Notes and a waiver of the payment
default that resulted from such acceleration);

          (e) make any Note payable in money other than that stated in the
Notes;

          (f) make any change in the provisions of this Indenture relating to
waivers of past Defaults or the rights of Holders of Notes to receive payments
of principal of or interest on the Notes;

          (g) make any change in Section 6.04 or 6.07 hereof or in the foregoing
amendment and waiver provisions;

          (h) waive a payment required by any of the covenants in 3.09, 4.10,
4.14; or

          (i) release any Guarantor from any of its obligations under its Note
Guarantee or this Indenture, except in accordance with the terms of this
Indenture.

Section 9.03. Compliance with Trust Indenture Act.

     Every amendment or supplement to this Indenture or the Notes shall be set
forth in a amended or 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 Note is a continuing consent by the Holder of a Note and every
subsequent Holder of a Note or portion of a Note that evidences the same debt as
the consenting Holder's Note, even if notation of the consent is not made on any
Note. However, any such Holder of a Note or subsequent Holder of a Note may
revoke the consent as to its Note if the Trustee receives written notice of
revocation before the date the waiver,


                                       53



supplement or amendment becomes effective. An amendment, supplement or waiver
becomes effective in accordance with its terms and thereafter binds every
Holder.

Section 9.05. Notation on or Exchange of Notes.

     The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Company in
exchange for all Notes may issue and the Trustee shall, upon receipt of an
Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.

     Failure to make the appropriate notation or issue a new Note shall not
affect the validity and effect of such amendment, supplement or waiver.

Section 9.06. Trustee to Sign Amendments, etc.

     The Trustee shall sign any amended or supplemental Indenture authorized
pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Company
may not sign an amendment or supplemental Indenture until the Board of Directors
approves it. In executing any amended or supplemental indenture, the Trustee
shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully
protected in relying upon, in addition to the documents required by Section
11.04 hereof, an Officer's Certificate and an Opinion of Counsel stating that
the execution of such amended or supplemental indenture is authorized or
permitted by this Indenture.

                                   ARTICLE 10
                                 NOTE GUARANTEES

Section 10.01. Guarantee.

     Subject to this Article 10, each of the Guarantors hereby, jointly and
severally, unconditionally guarantees to each Holder of a Note authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the Notes or
the obligations of the Company hereunder or thereunder, that: (a) the principal
of and interest on the Notes will be promptly paid in full when due, whether at
maturity, by acceleration, redemption or otherwise, and interest on the overdue
principal of and interest on the Notes, if any, if lawful, and all other
obligations of the Company to the Holders or the Trustee hereunder or thereunder
will be promptly paid in full or performed, all in accordance with the terms
hereof and thereof, and (b) in case of any extension of time of payment or
renewal of any Notes or any of such other obligations, that same will be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise.
Failing payment when due of any amount so guaranteed or any performance so
guaranteed for whatever reason, the Guarantors shall be jointly and severally
obligated to pay the same immediately. Each Guarantor agrees that this is a
guarantee of payment and not a guarantee of collection.

     The Guarantors hereby agree that their obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a guarantor. Each Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Company, any right to require


                                       54



a proceeding first against the Company, protest, notice and all demands
whatsoever and covenant that this Note Guarantee shall not be discharged except
by complete performance of the obligations contained in the Notes and this
Indenture.

     If any Holder or the Trustee is required by any court or otherwise to
return to the Company, the Guarantors or any custodian, trustee, liquidator or
other similar official acting in relation to either the Company or the
Guarantors, any amount paid by either to the Trustee or such Holder, this Note
Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect.

     Each Guarantor agrees that it shall not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof
for the purposes of this Note Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (y) in the event of any declaration of acceleration of
such obligations as provided in Article 6 hereof, such obligations (whether or
not due and payable) shall forthwith become due and payable by the Guarantors
for the purpose of this Note Guarantee. The Guarantors shall have the right to
seek contribution from any non-paying Guarantor so long as the exercise of such
right does not impair the rights of the Holders under the Guarantee.

Section 10.02. Limitation on Guarantor Liability.

     Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Note Guarantee of
such Guarantor not constitute a fraudulent transfer or conveyance for purposes
of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law to the extent applicable to any
Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders
and the Guarantors hereby irrevocably agree that the obligations of such
Guarantor will, after giving effect to such maximum amount and all other
contingent and fixed liabilities of such Guarantor that are relevant under such
laws, and after giving effect to any collections from, rights to receive
contribution from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such other Guarantor under this Article 10, result
in the obligations of such Guarantor under its Note Guarantee not constituting a
fraudulent transfer or conveyance.

Section 10.03. Execution and Delivery of Note Guarantee.

     To evidence its Note Guarantee set forth in Section 10.01, each Guarantor
hereby agrees that a notation of such Note Guarantee substantially in the form
included in Exhibit B shall be endorsed by an Officer of such Guarantor on each
Note authenticated and delivered by the Trustee and that this Indenture shall be
executed on behalf of such Guarantor by its President or one of its Vice
Presidents.

     Each Guarantor hereby agrees that its Note Guarantee set forth in Section
10.01 shall remain in full force and effect notwithstanding any failure to
endorse on each Note a notation of such Note Guarantee.

     If an Officer whose signature is on this Indenture or on the Note Guarantee
no longer holds that office at the time the Trustee authenticates the Note on
which a Note Guarantee is endorsed, the Note Guarantee shall be valid
nevertheless.


                                       55



     The delivery of any Note by the Trustee, after the authentication thereof
hereunder, shall constitute due delivery of the Note Guarantee set forth in this
Indenture on behalf of the Guarantors.

     In the event that the Company creates or acquires any new Subsidiaries
subsequent to the date of this Indenture, if required by Section 4.18 hereof,
the Company shall cause such Subsidiaries to execute supplemental indentures to
this Indenture and Note Guarantees in accordance with Section 4.18 hereof and
this Article 10, to the extent applicable.

Section 10.04. Guarantors May Consolidate, etc., on Certain Terms.

     Except as otherwise provided in Section 10.05, no Guarantor may consolidate
with or merge with or into (whether or not such Guarantor is the surviving
Person) another Person whether or not affiliated with such Guarantor unless:

          (a) subject to Section 10.05 hereof, either: (i) the Surviving Person
(if not a Guarantor or the Company) is a Restricted Subsidiary and expressly
assumes all the obligations of that Guarantor under the Indenture and the Notes
Guarantee by executing a supplemental indenture and other documents reasonably
satisfactory to the Trustee; or (ii) such sale, transfer, assignment, conveyance
or other disposition or merger, consolidation or amalgamation is otherwise in
compliance with Section 4.10; and

          (b) immediately after giving effect to such transaction, no Default or
Event of Default exists.

     In case of any such consolidation or merger and upon the assumption by the
successor Person, by supplemental indenture, executed and delivered to the
Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed
upon the Notes and the due and punctual performance of all of the covenants and
conditions of this Indenture to be performed by the Guarantor, such successor
Person shall succeed to and be substituted for the Guarantor with the same
effect as if it had been named herein as a Guarantor. Such successor Person
thereupon may cause to be signed any or all of the Note Guarantees to be
endorsed upon all of the Notes issuable hereunder which theretofore shall not
have been signed by the Company and delivered to the Trustee. All the Note
Guarantees so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Note Guarantees theretofore and thereafter issued in
accordance with the terms of this Indenture as though all of such Note
Guarantees had been issued at the date of the execution hereof.

     Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses
(a) and (b) above, nothing contained in this Indenture or in any of the Notes
shall prevent any consolidation or merger of a Guarantor with or into the
Company or another Guarantor, or shall prevent any sale or conveyance of the
property of a Guarantor as an entirety or substantially as an entirety to the
Company or another Guarantor.

Section 10.05. Release of Notes Guarantors.

          (a) A Notes Guarantor shall be released from all of its obligations
under its Notes Guarantee and this Indenture:

          (i) in connection with any sale or other disposition of all or
     substantially all of the assets or all of the Capital Stock of that Notes
     Guarantor (including by way of merger or consolidation) to a Person that is
     not (either before or after giving effect to such transaction) the Company
     or a Domestic Subsidiary of the Company, if such sale or other disposition
     is in compliance with Section 4.10;


                                       56



          (ii) upon the designation of such Guarantor as an Unrestricted
     Subsidiary, in accordance with the terms of this Indenture;

          (iii) upon the delivery by the Company to the Trustees of an Officers'
     Certificate certifying that such Guarantor is not a Significant Subsidiary
     or a Domestic Subsidiary;

          (iv) in the case of the Guarantors who Guarantee the Notes on the
     Issue Date, upon the release of a Guarantor from its Guarantee under the
     Existing Senior Notes and the 10 1/2% Senior Subordinated Notes due 2009;

and in each case, the Company has delivered to the Trustee an Officers'
Certificate, each stating that all conditions precedent herein provide for
relating to such transactions have been complied with and that such release is
authorized and permitted hereunder; and provided, that no release pursuant to
clauses (ii) or (iii) above shall be effective unless and until such Guarantor
ceases to be a guarantor under the Existing Senior Notes or Senior Subordinated
Notes.

          (b) If all of the conditions to release contained in this Section
10.05 have been satisfied, the Trustee shall execute any documents reasonably
requested by the Company or any Notes Guarantor in order to evidence the release
of such Notes Guarantor from its obligations under its Notes Guarantee under
this Article 10.

     Any Guarantor not released from its obligations under its Note Guarantee
shall remain liable for the full amount of principal of and interest on the
Notes and for the other obligations of any Guarantor under this Indenture as
provided in this Article 10.

                                   ARTICLE 11
                                  MISCELLANEOUS

Section 11.01. 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 11.02. Notices.

     Any notice or communication by the Company, any Guarantor 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 and/or any Guarantor:

     Amkor Technology, Inc.
     1900 South Price Road
     Chandler, Arizona 85248
     Telecopier No.: (610) 431-3990
     Attention: Chief Financial Officer


                                       57



     With a copy to:

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

     If to the Trustee:

     U.S. Bank National Association
     One Federal Street, 3rd Floor
     Boston, MA 02110
     Telecopier No.: (617) 603-6665
     Attention: Corporate Trust Services

              (Amkor Technology, Inc. 9.25% Senior Notes due 2016)

     The Company, any Guarantor 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 11.03. Communication by Holders of Notes with Other Holders of Notes.

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

Section 11.04. 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:


                                       58



          (a) an Officers' Certificate in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 11.05 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 11.05 hereof) stating that, in the opinion of such counsel, all such
conditions precedent and covenants have been satisfied.

Section 11.05. 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 11.06. 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 11.07. No Personal Liability of Directors, Officers, Employees and
Stockholders.

     No past, present or future director, officer, employee, incorporator or
stockholder of the Company or any Guarantor, as such, shall have any liability
for any obligations of the Company or such Guarantor under the Notes, the Note
Guarantees, 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 Note
waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes.

Section 11.08. 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, THE NOTES AND THE NOTE GUARANTEES 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.


                                       59



Section 11.09. 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 Notes, 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 Corporation Service Company,
located at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19898-1660, 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 Notes, 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 11.10. No Adverse Interpretation of Other Agreements.

     This Indenture may not be used to interpret any other indenture, loan or
debt agreement of the Company or its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this
Indenture.

Section 11.11. Successors.

     All agreements of the Company in this Indenture and the Notes shall bind
its successors. All agreements of the Trustee in this Indenture shall bind its
successors. All agreements of each Guarantor in this Indenture shall bind its
successors, except as otherwise provided in Section 10.05.

Section 11.12. Severability.

     In case any provision in this Indenture or in the Notes 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 11.13. 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 11.14. 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.


                                       60



Section 11.15. Designated Senior Debt.

     The Notes 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, the 6.25% convertible subordinated
notes due 2013 and the Senior Subordinated Notes.

                         [Signatures on following page]


                                       61


                                   SIGNATURES

Dated as of May 26, 2006

                                        AMKOR TECHNOLOGY, INC.


                                        By: /s/ Kenneth T. Joyce
                                            ------------------------------------
                                        Name: Kenneth T. Joyce
                                        Title: Executive Vice President
                                               and Chief Financial Officer


                                        U.S. BANK NATIONAL ASSOCIATION


                                        By: /s/ Susan Freedman
                                            ------------------------------------
                                        Name: Susan Freedman
                                        Title: Vice President

                          [SIGNATURE PAGE TO INDENTURE]



                                        UNITIVE, INC.
                                        UNITIVE ELECTRONICS, INC.


                                        By: /s/ Oleg Khaykin
                                            ------------------------------------
                                        Name: Oleg Khaykin
                                        Title: Chief Executive Officer

                          [SIGNATURE PAGE TO INDENTURE]



                                        AMKOR INTERNATIONAL HOLDINGS, LLC
                                        P-FOUR, LLC


                                        By: /s/ Joanne Solomon
                                            ------------------------------------
                                        Name: Joanne Solomon
                                        Title: Vice President

                          [SIGNATURE PAGE TO INDENTURE]



                                        AMKOR TECHNOLOGY LIMITED


                                        By: /s/ Joanne Solomon
                                            ------------------------------------
                                        Name: Joanne Solomon
                                        Title: Director

                          [SIGNATURE PAGE TO INDENTURE]



                                        AMKOR TECHNOLOGY PHILIPPINES, INC.


                                        By: /s/ Anthony Michael Petrucci
                                            ------------------------------------
                                        Name: Anthony Michael Petrucci
                                        Title: President

                          [SIGNATURE PAGE TO INDENTURE]



                                                                       EXHIBIT A

                                  FORM OF NOTE

No. _________                                                        CUSIP: ____
                                                                      ISIN: ____

                           9.25% SENIOR NOTES DUE 2016

                             AMKOR TECHNOLOGY, INC.

promises to pay to Cede & Co. or registered assigns, the principal sum of
_________________ on June 1, 2016.

Interest Payment Dates: June 1 and December 1, commencing December 1, 2006.

Record Dates: May 15 and November 15.

Dated: May 26, 2006

     IN WITNESS WHEREOF, the Company has caused this Note to be signed manually
or by facsimile by its duly authorized officers

Dated: May 26, 2006                     AMKOR TECHNOLOGY, INC.


                                        By:
                                            ------------------------------------
                                        Name: Kenneth T. Joyce
                                        Title: Executive Vice President and
                                               Chief Financial Officer

This is one of the Notes referred to
in the within-mentioned Indenture:

U.S. BANK NATIONAL ASSOCIATION,
   as Trustee


By:
    ---------------------------------
    Authorized Signatory


                                       A-1



                           9.25% Senior Notes due 2016

     THIS GLOBAL NOTE IS HELD BY THE DEPOSITORY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 9.05 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OR 2.06(c) OF THE
INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE
MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITORY WITH THE PRIOR WRITTEN CONSENT OF
THE COMPANY.

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY 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.

     Capitalized terms used herein shall have the meanings assigned to them in
the Indenture referred to below unless otherwise indicated.

     1. INTEREST. Amkor Technology, Inc., a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Note at
9.25% per annum from May 26, 2006 until maturity. The Company will pay interest
semi-annually in arrears on June 1 and December 1 of each year, or if any such
day is not a Business Day, on the next succeeding Business Day (each an
"Interest Payment Date"). Interest on the Notes will accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from the
date of issuance; provided that if there is no existing Default in the payment
of interest, and if this Note is authenticated between a record date referred to
on the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided, further, that
the first Interest Payment Date shall be December 1, 2006. The Company shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at a rate that is 1% per annum in excess of the rate then in effect; it
shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest (without regard to any
applicable grace periods) from time to time on demand at the same rate to the
extent lawful. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

     2. METHOD OF PAYMENT. The Company will pay interest on the Notes (except
defaulted interest) to the Persons who are registered Holders of Notes at the
close of business on the May 15 and November 15 next preceding the Interest
Payment Date, even if such Notes are canceled after such record date and on or
before such Interest Payment Date, except as provided in Section 2.12 of the
Indenture with respect to defaulted interest. The Notes will be payable as to
principal, premium and interest at the office or agency of the Company
maintained for such purpose within or without the City and State of New York,
or, at the option of the Company, payment of interest may be made by check
mailed to the Holders at their addresses set forth in the register of Holders,
and provided that payment by wire transfer


                                       A-2



of immediately available funds will be required with respect to principal of and
interest, premium on, all Global Notes and all other Notes the Holders of which
shall have provided wire transfer instructions to the Company or the Paying
Agent. Such payment shall be 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.

     3. PAYING AGENT AND REGISTRAR. Initially, U.S. Bank National Association,
the Trustee under the Indenture, will act as Paying Agent and Registrar. The
Company may change any Paying Agent or Registrar without notice to any Holder.
The Company or any of its Subsidiaries may act in any such capacity.

     4. INDENTURE. The Company issued the Notes under an Indenture dated as of
May 26, 2006 ("Indenture") between the Company and the Trustee. The terms of the
Notes include those stated in the Indenture and those made part of the Indenture
by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code
Sections 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are
referred to the Indenture and such Act for a statement of such terms. To the
extent any provision of this Note conflicts with the express provisions of the
Indenture, the provisions of the indenture shall govern and be controlling.

     5. OPTIONAL REDEMPTION.

     (a) Except as set forth in clauses (c) and (d) of this paragraph 5, the
Notes will not be redeemable at the option of the Company prior to June 1, 2011.

     (b) At any time and from time to time on and after June 1, 2011, the Notes
may be redeemed at the option of the Company at the redemption prices set forth
below, plus accrued and unpaid interest to but excluding the redemption date
(subject to the right of holders of record on the relevant record date to
receive interest due on the relevant interest payment date). The following
redemption prices are for the Notes redeemed during the 12-month period
commencing on June 1 of the years set forth below, and are expressed as
percentages of principal amount:



YEAR                  REDEMPTION PRICE
- ----                  ----------------
                   
2011                      104.625%
2012                      103.083%
2013                      101.542%
2014 and thereafter       100.000%


     (c) At any time, and from time to time, prior to June 1, 2011, the Notes
are subject to redemption, as a whole or in part, at the election of the
Company, at a price equal to the sum of (i) 100% of the principal amount thereof
plus accrued interest to the redemption date plus (ii) the Make-Whole Amount, if
any.


                                       A-3



     (d) At any time, and from time to time, prior to June 1, 2009, the Company
may redeem up to a maximum of 35% of the aggregate principal amount of the Notes
issued under the Indenture with the proceeds of one or more Equity Offerings at
a redemption price (expressed as a percentage of principal amount) equal to
109.250% of the principal amount thereof, plus accrued and unpaid interest to
the redemption date (subject to the rights of Holders of record on the relevant
interest record date to receive interest due on the relevant interest payment
date); provided, however, that after giving effect to such redemption, at least
65% of the original aggregate principal amount of the Notes (excluding Notes
held by the Company and its Subsidiaries) remains outstanding. Any such
redemption shall be made within 45 days of the closing of such Equity Offering.

     6. NO MANDATORY REDEMPTION.

     Except as set forth in paragraph 7 below, the Company shall not be required
to make mandatory redemption payments with respect to the Notes.

     7. REPURCHASE AT OPTION OF HOLDER.

     (a) If there is a Change of Control, the Company shall be required to make
an offer (a "Change of Control Offer") to repurchase all or any part (equal to
$1,000 or an integral multiple thereof) of each Holder's Notes at a purchase
price equal to 101% of the aggregate principal amount thereof plus accrued and
unpaid interest thereon, if any, to the date of purchase (the "Change of Control
Payment"). Within 30 days following any Change of Control, the Company shall
mail a notice to each Holder setting forth the procedures governing the Change
of Control Offer as required by the Indenture.

     (b) If the Company or a Subsidiary consummates any Asset Sales, within five
days of each date on which the aggregate amount of Excess Proceeds exceeds $10
million, the Company shall commence an offer to all Holders of Notes and all
holders of other Indebtedness that is pari passu with the Notes containing
provisions similar to Section 4.10 of the Indenture (as "Asset Sale Offer")
pursuant to Section 3.09 of the Indenture to purchase the maximum principal
amount of Notes and such pari passu Indebtedness that may be purchased out of
the Excess Proceeds at an offer price in cash in an amount equal to 100% of the
principal amount thereof plus accrued and unpaid interest to the date fixed for
the closing of such offer, in accordance with the procedures set forth in the
Indenture. To the extent that the aggregate amount of Notes and such pari passu
Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess
Proceeds, the Company (or such Subsidiary) may use such deficiency for any
purpose not otherwise prohibited by the Indenture. If the aggregate principal
amount of Notes surrendered by Holders thereof plus the amount of any pari passu
Indebtedness surrendered by the holders thereof exceeds the amount of Excess
Proceeds, the Trustee shall select the Notes to be purchased on a pro rata
basis. Holders of Notes that are the subject of an offer to purchase will
receive an Asset Sale Offer from the Company prior to any related purchase date
and may elect to have such Notes purchased by completing the form entitled
"Option of Holder to Elect Purchase" on the reverse of the Notes.

     8. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Company
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the corresponding Interest Payment Date.


                                       A-4



     9. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as
its owner for all purposes.

     10. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the
Indenture, the Note Guarantees or the Notes may be amended or supplemented with
the consent of the Holders of at least a majority in aggregate principal amount
of the then outstanding Notes voting as a single class, and any existing default
or compliance with any provision of the Indenture, the Note Guarantees or the
Notes may be waived with the consent of the Holders of a majority in aggregate
principal amount of the then outstanding Notes voting as a single class. Without
the consent of any Holder of a Note, the Indenture, the Note Guarantees or the
Notes may be amended or supplemented to (i) to cure any ambiguity, defect or
inconsistency; (ii) to provide for uncertificated Notes in addition to or in
place of certificated Notes or to alter the provisions of Article 2 of the
Indenture (including the related definitions) in a manner that does not
materially adversely affect any Holder; (iii) to provide for the assumption of
the Company's or a Guarantor's obligations to the Holders of the Notes by a
successor to the Company pursuant to Article 5 or Article 10 of the Indenture;
(iv) to make any change that would provide any additional rights or benefits to
the Holders of the Notes or that does not adversely affect the legal rights
hereunder of any Holder of the Note; (v) to comply with requirements of the SEC
in order to effect or maintain the qualification of the Indenture under the TIA;
(vi) to make any change necessary to make the Indenture, the Notes or the Notes
Guarantee, as applicable, consistent with the disclosure under the caption
"Description of Notes" in the final prospectus supplement relating to the
initial issuance of the Notes; or (vii) to permit any Guarantor to execute a
supplemental indenture and/or a Note Guarantee with respect to the Notes.

          Without the consent of each holder affected, an amendment or waiver
may not (with respect to any Notes held by a nonconsenting holder): (i) reduce
the principal amount of Notes whose Holders must consent to an amendment,
supplement or waiver; (ii) reduce the principal of or change the fixed maturity
of any Note or alter or waive any of the provisions with respect to the
redemption of the Notes except as provided above with respect to Sections 3.09,
4.10 and 4.14 of the Indenture; (iii) reduce the rate of or change the time for
payment of interest, including default interest, on any Note; (iv) waive a
Default or Event of Default in the payment of principal of or premium, if any,
or interest on the Notes (except a rescission of acceleration of the Notes by
the Holders of at least a majority in aggregate principal amount of the then
outstanding Notes and a waiver of the payment default that resulted from such
acceleration); (v) make any Note payable in money other than that stated in the
Notes; (vi) make any change in the provisions of the Indenture relating to
waivers of past Defaults or the rights of Holders of Notes to receive payments
of principal of or interest on the Notes; (vii) make any change in Section 6.04
or 6.07 of the Indenture or in the foregoing amendment and waiver provisions;
(viii) waive a payment required by any of the covenants in Sections 3.09, 4.10,
4.14 of the Indenture; or (ix) release any Guarantor from any of its obligations
under its Note Guarantee or the Indenture, except in accordance with the terms
of the Indenture.

     11. DEFAULTS AND REMEDIES. An "Event of Default" occurs if: (i) the Company
defaults in the payment when due of interest on the Notes and such default
continues for a period of 30 days; (ii) the Company defaults in the payment when
due of principal of or premium, if any, on the Notes when the same becomes due
and payable at maturity, upon redemption (including in connection with an offer
to purchase) or otherwise; (iii) the Company fails to make any payment required
to be made pursuant to the provisions of Section 4.10 or 4.14 of the Indenture;
(iv) the Company fails to observe or perform any other covenant, representation,
warranty or other agreement in the Indenture or the Notes for 60 days after
notice to the Company by the Trustee or the Holders of at least 25% in aggregate
principal amount of the Notes then outstanding voting as a single class; (v) a
default occurs under any mortgage, indenture or instrument under which there may
be issued or by which there may be secured or evidenced any Indebtedness for
money borrowed by the Company or any of its Restricted Subsidiaries (or the
payment


                                       A-5



of which is guaranteed by the Company or any of its Restricted Subsidiaries),
whether such Indebtedness or Guarantee now exists, or is created after the date
of the Indenture, which default (A) is caused by a failure to pay principal of
such Indebtedness at the Stated Maturity thereof or (B) results in the
acceleration of such Indebtedness prior to the Stated Maturity thereof, and, in
each case, the principal amount of such Indebtedness, together with the
principal amount of any other such Indebtedness the maturity of which has been
so accelerated, aggregates $10 million or more; (vi) a final judgment or final
judgments for the payment of money are entered by a court or courts of competent
jurisdiction against the Company or any of its Significant Subsidiaries or any
group of Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary and such judgment or judgments remain undischarged for a period
(during which execution shall not be effectively stayed) of 60 days, provided
that the aggregate of all such undischarged judgments exceeds $10 million (other
than amounts covered by insurance); and (vii) certain events of bankruptcy or
insolvency with respect to the Company or any of its Significant Subsidiaries or
any group of Subsidiaries that, taken together, would constitute a Significant
Subsidiary. If any Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the then outstanding Notes may
declare all the Notes to be due and payable. Notwithstanding the foregoing, in
the case of an Event of Default arising from certain events of bankruptcy or
insolvency, all outstanding Notes will become due and payable without further
action or notice. Holders may not enforce the Indenture or the Notes except as
provided in the Indenture. Subject to certain limitations, Holders of a majority
in principal amount of the then outstanding Notes may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders of the
Notes notice of any continuing Default or Event of Default (except a Default or
Event of Default relating to the payment of principal or interest) if it
determines that withholding notice is in their interest. The Holders of a
majority in aggregate principal amount of the Notes then outstanding by notice
to the Trustee may, on behalf of the Holders of all of the Notes, waive any
existing Default or Event of Default and its consequences under the Indenture
except a continuing Default or Event of Default in the payment of interest on,
or the principal of, the Notes. The Company is required to deliver to the
Trustee annually a statement regarding compliance with the Indenture, and the
Company is required upon becoming aware of any Default or Event of Default, to
deliver to the Trustee a statement specifying such Default or Event of Default.

     12. DESIGNATED SENIOR DEBT. This Note shall be "Designated Senior Debt" for
purposes of the indentures governing the Company's 5.75% convertible
subordinated notes due 2006, 5.00% convertible subordinated notes due 2007,
6.25% convertible subordinated notes due 2013 and the Senior Subordinated Notes.

     13. GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN
AND BE USED TO CONSTRUE THE INDENTURE, THE NOTES AND THE NOTE GUARANTEES 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.

     14. TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Company or its Affiliates, and may otherwise deal with the Company or
its Affiliates, as if it were not the Trustee.

     15. NO RECOURSE AGAINST OTHERS. A director, officer, employee, incorporator
or stockholder, of the Company, as such, shall not have any liability for any
obligations of the Company under the Notes or the Indenture or for any claim
based on, in respect of, or by reason of, such obligations or their creation.
Each Holder by accepting a Note waives and releases all such liability. The
waiver and release are part of the consideration for the issuance of the Notes.


                                       A-6



     16. AUTHENTICATION. This Note shall not be valid until authenticated by the
manual signature of the Trustee or an authenticating agent.

     17. ABBREVIATIONS. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

     18. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

     The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to:

Amkor Technology, Inc.
1900 South Price Road
Chandler, Arizona 85248
Attention: Chief Financial Officer

                                 ASSIGNMENT FORM

     To assign this Note, fill in the form below: ______________________________

(I) or (we) assign and transfer this Note to: __________________________________
                                              (Insert assignee's legal name)

________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
              (Print or type assignee's name, address and zip code)

and irrevocably appoint ________________________________________________________
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.

Date:
      -------------------------


                                        Your Signature:
                                                        ------------------------
                                        (Sign exactly as your name appears on
                                        the face of this Note)


Signature Guarantee*:
                      ---------------

*    Participant in a recognized Signature Guarantee Medallion Program (or other
     signature guarantor acceptable to the Trustee).


                                       A-7



                       OPTION OF HOLDER TO ELECT PURCHASE

     If you want to elect to have this Note purchased by the Company pursuant to
Section 4.10 or 4.14 of the Indenture, check the appropriate box below:

               [ ] Section 4.10   [ ] Section 4.14

     If you want to elect to have only part of the Note purchased by the Company
pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you
elect to have purchased:

                                 $______________

Date:
      -------------------------


                                        Your Signature:
                                                        ------------------------
                                        (Sign exactly as your name appears on
                                        the face of this Note)

                                        Tax Identification No.:
                                                                ----------------


Signature Guarantee*:
                      ---------------

*    Participant in a recognized Signature Guarantee Medallion Program (or other
     signature guarantor acceptable to the Trustee).


                                       A-8



              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

     The following exchanges of a part of this Global Note for an interest in
another Global Note or for a Definitive Note, or exchanges of a part of another
Global Note or Definitive Note for an interest in this Global Note, have been
made:



                                                                     Principal Amount of          Signature of
                   Amount of decrease in   Amount of increase in       this Global Note      authorized officer of
                    Principal Amount of     Principal Amount of    following such decrease      Trustee or Note
Date of Exchange      this Global Note        this Global Note          (or increase)              Custodian
- ----------------   ---------------------   ---------------------   -----------------------   ---------------------
                                                                                 




                                       A-9



                                                                       EXHIBIT B

                          FORM OF NOTATION OF GUARANTEE

     For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture dated as of May 26, 2006 (the "Indenture") among
Amkor Technology, Inc., the Guarantors signatory thereto, and U.S. Bank National
Association, as trustee (the "Trustee"), (a) the due and punctual payment of the
principal of, premium, if any, and interest on the Notes (as defined in the
Indenture), whether at maturity, by acceleration, redemption or otherwise, the
due and punctual payment of interest on overdue principal and premium, and, to
the extent permitted by law, interest, and the due and punctual performance of
all other obligations of the Company to the Holders or the Trustee all in
accordance with the terms of the Indenture and (b) in case of any extension of
time of payment or renewal of any Notes or any of such other obligations, that
the same will be promptly paid in full when due or performed in accordance with
the terms of the extension or renewal, whether at stated maturity, by
acceleration or otherwise. The obligations of the Guarantors to the Holders of
Notes and to the Trustee pursuant to the Note Guarantee and the Indenture are
expressly set forth in Article 10 of the Indenture and reference is hereby made
to the Indenture for the precise terms of the Note Guarantee. Each Holder of a
Note, by accepting the same, agrees to and shall be bound by such provisions.

                            [Signature page follows]


                                       B-1



                                        AMKOR INTERNATIONAL HOLDINGS, LLC
                                        AMKOR TECHNOLOGY LTD.
                                        AMKOR TECHNOLOGY PHILIPPINES, INC.
                                        P-FOUR LLC
                                        UNITIVE, INC.
                                        UNITIVE ELECTRONICS, INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                       F-



                                                                       EXHIBIT C

                         FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS

     SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
________________, among __________________ (the "Guaranteeing Subsidiary"), a
subsidiary of Amkor Technology, Inc. (or its permitted successor), a Delaware
corporation (the "Company"), the Company, the other Guarantors (as defined in
the Indenture referred to herein) and U.S. Bank National Association, as trustee
under the indenture referred to below (the "Trustee").

                                   WITNESSETH

     WHEREAS, the Company has heretofore executed and delivered to the Trustee
an indenture (the "Indenture"), dated as of May 26, 2006, governing the
Company's 9.25% Senior Notes due 2016 (the "Notes");

     WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "Note Guarantee"); and

     WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

     NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

     1. CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

     2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees as
follows:

          (a) Along with all Guarantors named in the Indenture, to jointly and
     severally Guarantee to each Holder of a Note authenticated and delivered by
     the Trustee and to the Trustee and its successors and assigns, the Notes or
     the obligations of the Company hereunder or thereunder, that:

               (i) the principal of and interest on the Notes will be promptly
          paid in full when due, whether at maturity, by acceleration,
          redemption or otherwise, and interest on the overdue principal of and
          interest on the Notes, if any, if lawful, and all other obligations of
          the Company to the Holders or the Trustee hereunder or thereunder will
          be promptly paid in full or performed, all in accordance with the
          terms hereof and thereof; and

               (ii) in case of any extension of time of payment or renewal of
          any Notes or any of such other obligations, that same will be promptly
          paid in full when due or performed in accordance with the terms of the
          extension or renewal, whether at stated maturity, by acceleration or
          otherwise. Failing payment when due of any amount so guaranteed or any
          performance so guaranteed for whatever reason, the Guarantors shall be
          jointly and severally obligated to pay the same immediately.


                                       C-1



          (b) The obligations hereunder shall be unconditional, irrespective of
     the validity, regularity or enforceability of the Notes or the Indenture,
     the absence of any action to enforce the same, any waiver or consent by any
     Holder of the Notes with respect to any provisions hereof or thereof, the
     recovery of any judgment against the Company, any action to enforce the
     same or any other circumstance which might otherwise constitute a legal or
     equitable discharge or defense of a guarantor.

          (c) The following is hereby waived: diligence presentment, demand of
     payment, filing of claims with a court in the event of insolvency or
     bankruptcy of the Company, any right to require a proceeding first against
     the Company, protest, notice and all demands whatsoever.

          (d) This Note Guarantee shall not be discharged except by complete
     performance of the obligations contained in the Notes and the Indenture,
     and the Guaranteeing Subsidiary accepts all obligations of a Guarantor
     under the Indenture.

          (e) If any Holder or the Trustee is required by any court or otherwise
     to return to the Company, the Guarantors, or any Custodian, Trustee,
     liquidator or other similar official acting in relation to either the
     Company or the Guarantors, any amount paid by either to the Trustee or such
     Holder, this Note Guarantee, to the extent theretofore discharged, shall be
     reinstated in full force and effect.

          (f) The Guaranteeing Subsidiary shall not be entitled to any right of
     subrogation in relation to the Holders in respect of any obligations
     guaranteed hereby until payment in full of all obligations guaranteed
     hereby.

          (g) As between the Guarantors, on the one hand, and the Holders and
     the Trustee, on the other hand, (x) the maturity of the obligations
     guaranteed hereby may be accelerated as provided in Article 6 of the
     Indenture for the purposes of this Note Guarantee, notwithstanding any
     stay, injunction or other prohibition preventing such acceleration in
     respect of the obligations guaranteed hereby, and (y) in the event of any
     declaration of acceleration of such obligations as provided in Article 6 of
     the Indenture, such obligations (whether or not due and payable) shall
     forthwith become due and payable by the Guarantors for the purpose of this
     Note Guarantee.

          (h) The Guarantors shall have the right to seek contribution from any
     non-paying Guarantor so long as the exercise of such right does not impair
     the rights of the Holders under the Guarantee.

          (i) Pursuant to Section 10.02 of the Indenture, after giving effect to
     any maximum amount and any other contingent and fixed liabilities that are
     relevant under any applicable Bankruptcy or fraudulent conveyance laws, and
     after giving effect to any collections from, rights to receive contribution
     from or payments made by or on behalf of any other Guarantor in respect of
     the obligations of such other Guarantor under Article 10 of the Indenture,
     this Note Guarantee shall be limited to the maximum amount permissible such
     that the obligations of such Guarantor under this Note Guarantee will not
     constitute a fraudulent transfer or conveyance.

     3. EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary agrees that the
Note Guarantees shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Note Guarantee.


                                       C-2



     4. GUARANTEEING SUBSIDIARY MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.

     (a) Except as otherwise provided in Article 4 hereof and Section 10.05 of
the Indenture, no Guarantor may consolidate with or merge with or into (whether
or not such Guarantor is the surviving Person) another Person whether or not
affiliated with such Guarantor unless:

          (a) subject to Article 4 hereof and Section 10.05 of the Indenture,
either: (i) the Surviving Person (if not a Guarantor or the Company) is a
Restricted Subsidiary and expressly assumes all the obligations of that
Guarantor under the Indenture and the Notes Guarantee by executing a
supplemental indenture and other documents reasonably satisfactory to the
Trustee; or (ii) such sale, transfer, assignment, conveyance or other
disposition or merger, consolidation or amalgamation is otherwise in compliance
with Section 4.10 of the Indenture; and

          (b) immediately after giving effect to such transaction, no Default or
Event of Default exists.

     In case of any such consolidation or merger and upon the assumption by the
successor Person, by supplemental indenture, executed and delivered to the
Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed
upon the Notes and the due and punctual performance of all of the covenants and
conditions of this Indenture to be performed by the Guarantor, such successor
Person shall succeed to and be substituted for the Guarantor with the same
effect as if it had been named herein as a Guarantor. Such successor Person
thereupon may cause to be signed any or all of the Note Guarantees to be
endorsed upon all of the Notes issuable hereunder which theretofore shall not
have been signed by the Company and delivered to the Trustee. All the Note
Guarantees so issued shall in all respects have the same legal rank and benefit
under the Indenture as the Note Guarantees theretofore and thereafter issued in
accordance with the terms of the Indenture as though all of such Note Guarantees
had been issued at the date of the execution hereof.

     (c) Except as set forth in Articles 4 and 5 and Section 10.05 of Article 10
of the Indenture, and notwithstanding clauses (a) and (b) above, nothing
contained in the Indenture or in any of the Notes shall prevent any
consolidation or merger of a Guarantor with or into the Company or another
Guarantor, or shall prevent any sale or conveyance of the property of a
Guarantor as an entirety or substantially as an entirety to the Company or
another Guarantor.

     5. RELEASES.

     (a) A Notes Guarantor shall be released from all of its obligations under
its Notes Guarantee and the Indenture:

          (i) in connection with any sale or other disposition of all or
     substantially all of the assets or all of the Capital Stock of that Notes
     Guarantor (including by way of merger or consolidation) to a Person that is
     not (either before or after giving effect to such transaction) the Company
     or a Domestic Subsidiary of the Company, if such sale or other disposition
     is in compliance with Section 4.10 of the Indenture;

          (ii) upon the designation of such Guarantor as an Unrestricted
     Subsidiary, in accordance with the terms of the Indenture;


                                       C-3



          (iii) upon the delivery by the Company to the Trustees of an Officers'
     Certificate certifying that such Guarantor is not a Significant Subsidiary
     or a Domestic Subsidiary;

          (iv) in the case of the Guarantors who Guarantee the Notes on the
     Issue Date, upon the release of a Guarantor from its Guarantee under the
     Existing Senior Notes and the 10 1/2% Senior Subordinated Notes due 2009;

     and in each case, the Company has delivered to the Trustee an Officers'
Certificate, each stating that all conditions precedent herein provide for
relating to such transactions have been complied with and that such release is
authorized and permitted hereunder; and provided, that no release pursuant to
clauses (ii) or (iii) above shall be effective unless and until such Guarantor
ceases to be a guarantor under the Existing Senior Notes or Senior Subordinated
Notes.

     (b) Any Guarantor not released from its obligations under its Note
Guarantee shall remain liable for the full amount of principal of and interest
on the Notes and for the other obligations of any Guarantor under the Indenture
as provided in Article 10 of the Indenture.

     6. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, stockholder or agent of the Guaranteeing
Subsidiary, as such, shall have any liability for any obligations of the Company
or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the
Indenture or this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of the
Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes. Such waiver may
not be effective to waive liabilities under the federal securities laws and it
is the view of the SEC that such a waiver is against public policy.

     7. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT 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.

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

     9. EFFECT OF HEADINGS. The Section headings herein are for convenience only
and shall not affect the construction hereof.

     10. THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiary and the Company.


                                       C-4



     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.

Dated: _______________, ____

                                        [GUARANTEEING SUBSIDIARY]


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        AMKOR TECHNOLOGY, INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        [EXISTING GUARANTORS]


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        U.S. BANK NATIONAL ASSOCIATION,
                                        as Trustee


                                        By:
                                            ------------------------------------
                                            Authorized Signatory


                                       C-5

                                                                     Exhibit 4.2

                                                               EXECUTION VERSION

================================================================================

                             AMKOR TECHNOLOGY, INC.

                                       AND

                         U.S. BANK NATIONAL ASSOCIATION

                                   AS TRUSTEE

              2.50% Convertible Senior Subordinated Notes due 2011

                                   ----------

                                    INDENTURE

                            Dated as of May 26, 2006

                                   ----------

================================================================================



                             AMKOR TECHNOLOGY, INC.

               Reconciliation and tie between Trust Indenture Act
                 of 1939 and Indenture, dated as of May 26, 2006



TRUST INDENTURE ACT SECTION                                       INDENTURE SECTION
- ---------------------------                                       -----------------
                                                               
Section 310(a)(1)..............................................   7.10
(a)(2).........................................................   7.10
(a)(3).........................................................   Not Applicable
(a)(4).........................................................   Not Applicable
(a)(5).........................................................   Not Applicable
(b)............................................................   7.08, 7.10
(c)............................................................   Not Applicable
Section 311(a).................................................   7.11
(b)............................................................   7.11
(c)............................................................   Not Applicable
Section 312(a).................................................   2.05
(b)............................................................   10.03
(c)............................................................   10.03
Section 313(a).................................................   7.06
(b)(1).........................................................   Not Applicable
(b)(2).........................................................   7.06
(c)............................................................   7.06
(d)............................................................   7.06
Section 314(a).................................................   402, 403
(c)(1).........................................................   10.04
(c)(2).........................................................   10.04
(c)(3).........................................................   Not Applicable
(e)............................................................   4.03
(f)............................................................   Not Applicable
Section 315(a).................................................   7.01
(b)............................................................   7.05
(c)............................................................   7.01
(d)............................................................   7.01
(e)............................................................   6.11
Section 316(a) (last sentence).................................   2.09
(a)(1)(A)......................................................   6.05
(a)(1)(B)......................................................   6.04
(a)(2).........................................................   Not Applicable
(b)............................................................   6.07
Section 317(a)(1)..............................................   6.08
(a)(2).........................................................   6.09
(b)............................................................   2.04
Section 318(a).................................................   10.01


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


                                        i



                                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......     9
   SECTION 1.04.  Rules of Construction. Unless the context otherwise
                  requires:..............................................     9

ARTICLE II THE NOTES.....................................................     9
   SECTION 2.01.  Form and Dating........................................     9
   SECTION 2.02.  Execution and Authentication...........................    10
   SECTION 2.03.  The Trustee Registrar, Paying Agent and Conversion
                  Agent..................................................    11
   SECTION 2.04.  Paying Agent To Hold Money in Trust....................    11
   SECTION 2.05.  Holder Lists...........................................    11
   SECTION 2.06.  Transfer and Exchange..................................    11
   SECTION 2.07.  Replacement Notes......................................    13
   SECTION 2.08.  Outstanding Notes......................................    14
   SECTION 2.09.  When Treasury Notes Disregarded........................    14
   SECTION 2.10.  Temporary Notes........................................    14
   SECTION 2.11.  Cancellation...........................................    15
   SECTION 2.12.  Defaulted Interest.....................................    15
   SECTION 2.13.  CUSIP Number...........................................    15

ARTICLE III [Intentionally Omitted]......................................    16

ARTICLE IV COVENANTS.....................................................    16
   SECTION 4.01.  Payment of Notes.......................................    16
   SECTION 4.02.  Commission Reports.....................................    16
   SECTION 4.03.  Compliance Certificate.................................    16
   SECTION 4.04.  Maintenance of Office or Agency........................    16
   SECTION 4.05.  Continued Existence....................................    17
   SECTION 4.06.  Repurchase Upon Designated Event.......................    17
   SECTION 4.07.  Appointments to Fill Vacancies in Trustee's Office.....    19
   SECTION 4.08.  Stay, Extension and Usury Laws.........................    19
   SECTION 4.09.  Taxes..................................................    19

ARTICLE V SUCCESSORS.....................................................    19



                                        i



                                TABLE OF CONTENTS
                                   (CONTINUED)



                                                                            PAGE
                                                                            ----
                                                                         
   SECTION 5.01.  When the Company May Merge, Etc........................    19
   SECTION 5.02.  Successor Corporation Substituted......................    20
   SECTION 5.03.  Purchase Option on Change of Control...................    20

ARTICLE VI DEFAULTS AND REMEDIES.........................................    20
   SECTION 6.01.  Events of Default......................................    20
   SECTION 6.02.  Acceleration...........................................    21
   SECTION 6.03.  Other Remedies.........................................    22
   SECTION 6.04.  Waiver of Past Defaults................................    22
   SECTION 6.05.  Control by Majority....................................    22
   SECTION 6.06.  Limitation on Suits....................................    22
   SECTION 6.07.  Rights of Holders To Receive Payment...................    23
   SECTION 6.08.  Collection Suit by Trustee.............................    23
   SECTION 6.09.  Trustee May File Proofs of Claim.......................    23
   SECTION 6.10.  Priorities.............................................    23
   SECTION 6.11.  Undertaking for Costs..................................    24

ARTICLE VII THE TRUSTEE..................................................    24
   SECTION 7.01.  Duties of the Trustee..................................    24
   SECTION 7.02.  Rights of the Trustee..................................    25
   SECTION 7.03.  Individual Rights of the Trustee.......................    26
   SECTION 7.04.  Trustee's Disclaimer...................................    26
   SECTION 7.05.  Notice of Defaults.....................................    26
   SECTION 7.06.  Reports by the Trustee to Holders......................    27
   SECTION 7.07.  Compensation and Indemnity.............................    27
   SECTION 7.08.  Replacement of the Trustee.............................    27
   SECTION 7.09.  Successor Trustee by Merger, etc.......................    28
   SECTION 7.10.  Eligibility, Disqualification..........................    28
   SECTION 7.11.  Preferential Collection of Claims Against Company......    29

ARTICLE VIII SATISFACTION AND DISCHARGE OF INDENTURE.....................    29
   SECTION 8.01.  Discharge of Indenture.................................    29
   SECTION 8.02.  Deposited Monies to be Held in Trust by Trustee........    29
   SECTION 8.03.  Paying Agent to Repay Monies Held......................    29



                                       ii



                                TABLE OF CONTENTS
                                   (CONTINUED)



                                                                            PAGE
                                                                            ----
                                                                         
   SECTION 8.04.  Return of Unclaimed Monies.............................    29
   SECTION 8.05.  Reinstatement..........................................    30

ARTICLE IX AMENDMENTS....................................................    30
   SECTION 9.01.  Without the Consent of Holders.........................    30
   SECTION 9.02.  With the Consent of Holders............................    30
   SECTION 9.03.  Compliance with the Trust Indenture Act................    31
   SECTION 9.04.  Revocation and Effect of Consents......................    31
   SECTION 9.05.  Notation on or Exchange of Notes.......................    32
   SECTION 9.06.  Trustee Protected......................................    32

ARTICLE X GENERAL PROVISIONS.............................................    32
   SECTION 10.01. Trust Indenture Act Controls...........................    32
   SECTION 10.02. Notices................................................    32
   SECTION 10.03. Communication by Holders With Other Holders............    33
   SECTION 10.04. Certificate and Opinion as to Conditions Precedent.....    33
   SECTION 10.05. Statements Required in Certificate or Opinion..........    33
   SECTION 10.06. Rules by Trustee and Agents............................    34
   SECTION 10.07. Legal Holidays.........................................    34
   SECTION 10.08. No Recourse Against Others.............................    34
   SECTION 10.09. Counterparts...........................................    34
   SECTION 10.10. Other Provisions.......................................    34
   SECTION 10.11. Governing Law..........................................    35
   SECTION 10.12. No Adverse Interpretation of Other Agreements..........    35
   SECTION 10.13. Successors.............................................    35
   SECTION 10.14. Severability...........................................    35
   SECTION 10.15. Table of Contents, Headings, Etc.......................    35

ARTICLE XI SUBORDINATION.................................................    35
   SECTION 11.01. Agreement to Subordinate...............................    35
   SECTION 11.02. Liquidation; Dissolution; Bankruptcy...................    36
   SECTION 11.03. Default on Designated Senior Debt......................    36
   SECTION 11.04. Acceleration of Notes..................................    37
   SECTION 11.05. When Distribution Must Be Paid Over....................    37



                                       iii



                                TABLE OF CONTENTS
                                   (CONTINUED)



                                                                            PAGE
                                                                            ----
                                                                         
   SECTION 11.06. Notice by Company......................................    37
   SECTION 11.07. Subrogation............................................    37
   SECTION 11.08. Relative Rights........................................    37
   SECTION 11.09. Subordination May Not Be Impaired by Company...........    38
   SECTION 11.10. Distribution or Notice to Representative...............    38
   SECTION 11.11. Rights of Trustee and Paying Agent.....................    38
   SECTION 11.12. Authorization to Effect Subordination..................    38
   SECTION 11.13. Amendments.............................................    39
   SECTION 11.14. Senior Debt Entitled to Rely...........................    39

ARTICLE XII CONVERSION OF CONVERTIBLE SENIOR SUBORDINATED NOTES..........    39
   SECTION 12.01. Right to Convert.......................................    39
   SECTION 12.02. Exercise of Conversion Privilege; Issuance of Common
                  Stock on Conversion; No Adjustment for Interest or
                  Dividends..............................................    39
   SECTION 12.03. Cash Payments in Lieu of Fractional Shares.............    40
   SECTION 12.04. Conversion Rate........................................    40
   SECTION 12.05. Adjustment of Conversion Rate..........................    40
   SECTION 12.06. Effect of Recapitalization, Reclassification,
                  Consolidation, Merger, Sale, Lease or Transfer.........    47
   SECTION 12.07. Taxes on Shares Issued.................................    48
   SECTION 12.08. Reservation of Shares; Shares to Be Fully Paid; Listing
                  of Common Stock........................................    48
   SECTION 12.09. Responsibility of Trustee..............................    49
   SECTION 12.10. Notice to Holders Prior to Certain Actions.............    49
   SECTION 12.11. Make Whole Premium Upon a Change of Control............    50


EXHIBIT A  FORM OF NOTE


                                       iv


          THIS INDENTURE, dated as of May 26, 2006, is between Amkor Technology,
Inc., a Delaware corporation (the "Company"), and U.S. Bank National
Association, a national banking association organized and existing under laws of
the United States, as trustee (the "Trustee"). The Company has duly authorized
the creation of its 2.50% Convertible Senior Subordinated Notes due 2011 (the
"Notes") and to provide therefore the Company and the Trustee have duly
authorized the execution and delivery of this Indenture. Each party agrees as
follows for the benefit of the other party and for the equal and ratable benefit
of the holders from time to time of the Notes:

                                    ARTICLE I
                                   DEFINITIONS

     SECTION 1.01. Definitions.

          "Acquiring Person" means any "person" (as defined in Section 13(d) (3)
of the Exchange Act) who or which, together with all affiliates and associates
(each as defined in Rule 12b-2 under the Exchange Act), becomes the beneficial
owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act and as further
defined below) of shares of Common Stock or other voting securities of the
Company having more than 50% of the total voting power of the Voting Stock of
the Company; provided, however, that an Acquiring Person shall not include (i)
the Company, (ii) any Subsidiary of the Company, (iii) any Permitted Holder,
(iv) an underwriter engaged in a firm commitment underwriting in connection with
a public offering of the Voting Stock of the Company or (v) any current or
future employee or director benefit plan of the Company or any Subsidiary of the
Company or any entity holding Common Stock of the Company for or pursuant to the
terms of any such plan. For purposes hereof, a person shall not be deemed to be
the beneficial owner of (A) any securities tendered pursuant to a tender or
exchange offer made by or on behalf of such person or any of such person's
affiliates until such tendered securities are accepted for purchase or exchange
thereunder, or (B) any securities if such beneficial ownership (1) arises solely
as a result of a revocable proxy delivered in response to a proxy or consent
solicitation made pursuant to the applicable rules and regulations under the
Exchange Act, and (2) is not also then reportable on Schedule 13D (or any
successor schedule) under the Exchange Act.

          "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. 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, Conversion 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 Lease Obligation" means, at the time any determination
thereof is to be made, the amount of the liability in respect of a capital lease
that would at that time be required to be capitalized on a balance sheet in
accordance with GAAP.

          "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.

          "Change of Control" means the occurrence of one or more of the
following events: (a) any Person has become an Acquiring Person, (b) the Company
consolidates with or merges into any other corporation, or conveys, transfers or
leases all or substantially all of its assets to any Person, or any other
corporation merges into the Company, and, in the case of any such transaction,
the outstanding Common Stock of the Company is exchanged as a result, unless the
stockholders of the Company immediately before such transaction own, directly or
indirectly immediately following such transaction, at least a majority of the
combined voting power of the outstanding voting securities of the corporation
resulting from such transaction in substantially the same proportion as their
ownership of the Voting Stock of the Company immediately before such
transaction, or (c) any time the Continuing Directors do not constitute a
majority of the Board of Directors of the Company (or, if applicable, a
successor corporation to the Company); provided that a Change of Control shall
not be deemed to have occurred if either (x) the last Closing Price of the
Common Stock for any five trading days during the 10 consecutive trading days
immediately preceding the Change of Control is equal to at least 105% of the
applicable Conversion Price in effect on the date of such Change of Control or
(y) at least 90% of the consideration (excluding cash payments for fractional
shares) in the transaction or transactions constituting the Change of Control
consists of shares of common stock that are, or upon issuance will be, traded on
a United States national securities exchange or approved for trading on an
established automated over-the-counter trading market in the United States.

          "Commission" means the United States 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 Notes 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.


                                       2



          "Conversion Price" means the conversion price per $1,000 principal
amount of Notes determined by dividing $1,000 by the Conversion Rate.

          "Conversion Rate" means the initial conversion rate specified in the
form of Note in Paragraph 15 of such form, as adjusted in accordance with the
provisions of Article XII.

          "Convertible Subordinated Notes" means all of the Company's
outstanding indebtedness under its 5.75% Convertible Subordinated Notes due
2006, the Company's 5% Convertible Subordinated Notes due 2007 and the Company's
6.25% Convertible Subordinated Notes due 2013.

          "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 One Federal Street, 3rd Floor, Boston, MA 02110, Attention:
Corporate Trust Services (Amkor Technology, Inc. 2.50% Convertible Senior
Subordinated Notes due 2011).

          "Credit Facilities" means, with respect to the Company or any
Subsidiary, one or more debt facilities or commercial paper facilities with
banks or other institutional lenders providing for revolving credit loans, term
loans, receivables financing (including through the sale of receivables to such
lenders or to special purpose entities formed to borrow from such lenders
against such receivables) or letters of credit, in each case, as 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.

          "Definitive Security" means a certificated Note in definitive form
substantially in the form attached hereto as Exhibit A.

          "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 Event" means the occurrence of a Change of Control or a
Termination of Trading.

          "Designated Senior Debt" means any Senior Debt permitted under the
Senior Subordinated Notes Indenture and the Senior Notes Indentures, the
outstanding principal amount of which is, or which provides for commitments to
extend Senior Debt, in the amount of $25.0 million or more and that has been
designated by the Company as "Designated Senior Debt."

          "Disqualified Stock" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder thereof), or upon the
happening of any event, matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or redeemable at the option of the holder
thereof, in whole or in part, on or prior to the date that is 91 days after the
date on which the Notes mature. Notwithstanding the preceding sentence, any
Capital Stock that would constitute Disqualified Stock solely because the
holders thereof have the right to require the Company to repurchase such Capital
Stock upon the occurrence of a change of control or an asset sale shall not
constitute Disqualified Stock if the terms of such Capital Stock


                                       3



provide that the Company may not repurchase or redeem any such Capital Stock
pursuant to such provisions.

          "Domestic Subsidiary" means a Restricted Subsidiary that is (i) formed
under the laws of the United States of America or a state or territory thereof
or (ii) as of the date of determination, treated as a domestic entity or a
partnership or a division of a domestic entity for United State federal income
tax purposes; and, in either case, is not owned, directly or indirectly, by the
Company or an entity that is not described in clauses (i) or (ii) above.

          "DTC" means The Depository Trust Company, a New York corporation.

          "Equity Interests" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

          "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.

          "Existing Pari Passu Indebtedness" means the Company's 10.5% Senior
Subordinated Notes due 2009.

          "Foreign Subsidiary" means a Subsidiary of the Company that is not a
Domestic Subsidiary.

          "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 Note in global form (substantially in the
form attached hereto as Exhibit A) that is deposited with the Depositary or its
custodian and registered in the name of the Depositary or its nominee.

          "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.

          "Guarantee" means a guarantee other than by endorsement of negotiable
instruments for collection in the ordinary course of business, direct or
indirect, in any manner including, without limitation, through letters of credit
or reimbursement agreements in respect thereof, of all or any part of any
Indebtedness.

          "Hedging Obligations" means, with respect to any Person, the
Obligations of such Person under: (i) swap agreements, cap agreements and collar
agreements relating to interest rates, commodities or currencies; and (ii) other
agreements or arrangements designed to protect such Person against fluctuations
in interest rates, commodities or currencies.

          "Indebtedness" means, with respect to any specified Person, any
indebtedness of such Person, whether or not contingent, in respect of: (i)
borrowed money; (ii) bonds, notes, debentures or similar instruments or letters
of credit (or reimbursement agreements in respect thereof); (iii) banker's
acceptances; (iv) Capital Lease Obligations; (v) the balance deferred and unpaid
of the purchase price of


                                       4



any property, except any such balance that constitutes an accrued expense or
trade payable; or (vi) Hedging Obligations, if and to the extent any of such
indebtedness (other than letters of credit and Hedging Obligations) would appear
as a liability on a balance sheet of the specified Person prepared in accordance
with GAAP. In addition, the term "Indebtedness" includes all Indebtedness of
others secured by a Lien on any asset of the specified Person (whether or not
such Indebtedness is assumed by the specified Person measured as the lesser of
the fair market value of the assets of such Person so secured or the amount of
such Indebtedness) and, to the extent not otherwise included, the Guarantee by
such Person of any indebtedness of any other Person. The amount of any
Indebtedness outstanding as of any date shall be the accreted value thereof, in
the case of any Indebtedness issued with original issue discount. In addition,
the amount of any Indebtedness shall also include the amount of all Obligations
of such Person with respect to the redemption, repayment or other repurchase of
any Disqualified Stock or, with respect to any Restricted Subsidiary of the
Company, any preferred stock of such Restricted Subsidiary.

          "Indenture" means this Indenture as amended or supplemented from time
to time.

          "Interest Payment Date" means May 15 and November 15 of each year,
commencing November 15, 2006.

          "Issue Date" means the date on which the Notes are first issued and
authenticated under the Indenture.

          "Lien" means, with respect to any asset, any mortgage, lien, pledge,
fixed or floating charge, security interest or encumbrance of any kind in
respect of such asset, whether or not filed, recorded or otherwise perfected
under applicable law, including any conditional sale or other title retention
agreement, any lease in the nature thereof; provided that the term "Lien" shall
not include any lease properly classified as an operating lease in accordance
with GAAP.

          "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 Date" means May 15, 2011.

          "Note Custodian" means U.S. Bank National Association, as custodian
with respect to any Global Security, or any successor entity thereto.

          "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities
payable under the documentation governing any Indebtedness.

          "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.


                                       5



          "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.

          "Permitted Bank Debt" means Indebtedness incurred by the Company or
any Restricted Subsidiary other than a Foreign Subsidiary pursuant to the Credit
Facilities, any Receivables Program, or one or more other term loan and/or
revolving credit or commercial paper facilities (including any letter of credit
subfacilities) entered into with commercial banks and/or financial institutions,
and any replacement, extension, renewal, refinancing or refunding thereof.

          "Permitted Holders" means James J. Kim and his estates, spouses,
ancestors and lineal descendants (and spouses thereof), the legal
representatives of any of the foregoing, and the trustee of any bona fide trust
of which one or more of the foregoing are the sole beneficiaries or the
grantors, or any Person of which any of the foregoing, individually or
collectively, beneficially own (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act) voting securities representing at least a majority of the total
voting power of all classes of Capital Stock of such Person (exclusive of any
matters as to which class voting rights exist), provided, however, that if at
any time the foregoing Persons own in the aggregate 70% or more of the Company's
Voting Stock, none of the foregoing Persons shall thereafter be deemed to be a
Permitted Holder.

          "Permitted Junior Securities" means securities (i) that are
subordinated to Senior Debt and any Guarantee in respect thereof, at least to
the same extent as the Notes are subordinated to Senior Debt, and all securities
issued in exchange for, or on account of, Senior Debt or any such Guarantee
("Reorganization Senior Debt"), (ii) that have a final maturity date (iii) that
are not subject to any required principal payment, sinking fund payment or
redemption prior to the last scheduled final maturity date of any Reorganization
Senior Debt, and (iv) that are not secured by any collateral; provided, that
such securities constitute "Permitted Junior Securities" within the definition
set forth in the Senior Subordinated Notes Indenture.

          "Person" means any individual, corporation, partnership, joint
venture, trust, estate, unincorporated organization, limited liability company
or government or any agency or political subdivision thereof.

          "Receivables Program" means, with respect to any Person, an agreement
or other arrangement or program providing for the advance of funds to such
Person against the pledge, contribution, sale or other transfer of encumbrances
of Receivables Program Assets of such Person or such Person and/or one or more
of its Subsidiaries.

          "Receivables Program Assets" means all of the following property and
interests in property, including any undivided interest in any pool of any such
property or interests, whether now existing or existing in the future or
hereafter arising or acquired: (i) accounts; (ii) accounts receivable, general
intangibles, instruments, contract rights, documents and chattel paper
(including, without limitation, all rights to payment created by or arising from
sales of goods, leases of goods, or the rendition of services, no matter how
evidenced, whether or not earned by performance) (iii) all unpaid seller's or
lessor's rights (including, without limitation, rescission, replevin,
reclamation and stoppage in transit) relating to any of the foregoing or arising
therefrom; (iv) all rights to any goods or merchandise represented by any of the
foregoing (including, without limitation, returned or repossessed goods); (v)
all reserves and credit balances with respect to any such accounts receivable or
account debtors; (vi) all letters of credit, security or Guarantees of any of
the foregoing; (vii) all insurance policies or reports relating to any of the
foregoing; (viii) all collection or deposit accounts relating to any of the
foregoing; (ix) all books and records relating to any of the foregoing; (x) all
instruments, contract rights, chattel


                                       6



paper, documents and general intangibles relating to any of the foregoing; and
(xi) all proceeds of any of the foregoing.

          "Regular Record Date" means the May 1 or November 1 immediately
preceding each Interest Payment Date.

          "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.

          "Restricted Subsidiary" of a Person means any Subsidiary treated as a
"Restricted Subsidiary" under the Senior Notes Indenture or the Senior
Subordinated Notes Indenture.

          "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.

          "Senior Debt" means: (i) the Senior Notes and all Obligations under
the Senior Notes Indentures; (ii) all Indebtedness outstanding under Permitted
Bank Debt and all Hedging Obligations with respect thereto; (iii) any other
Indebtedness permitted to be incurred by the Company under the terms of the
Senior Subordinated Notes Indenture and (following the discharge of the Senior
Subordinated Notes Indenture) the Senior Notes Indentures, unless the instrument
under which such Indebtedness is incurred expressly provides that it is on a
parity with or subordinated in right of payment to the Notes; and (iv) any
Guarantee by the Company or any Guarantor of any Indebtedness of any Foreign
Subsidiary incurred in compliance with the Senior Subordinated Notes Indenture
and (following the discharge of the Senior Subordinated Notes Indenture) the
Senior Notes Indentures; (v) all Obligations with respect to the items listed in
the preceding clauses (i), (ii), (iii) and (iv). Notwithstanding anything to the
contrary in the preceding, Senior Debt (other than any Obligations with respect
to Permitted Bank Debt) will not include: (i) any liability for federal, state,
local or other taxes owed or owing by the Company; (ii) any Indebtedness of the
Company to any of its Subsidiaries or other Affiliates; (iii) any trade
payables; (iv) the Convertible Subordinated Notes; (v) Indebtedness evidenced by
the Notes and the subsidiary guarantees under the Senior Subordinated Notes
Indenture; (vi) Indebtedness that is expressly subordinate or junior in right of
payment to any other Indebtedness of the Company; (vii) any obligation that by
operation of law is subordinate to any general unsecured obligations of the
Company; (viii) any Indebtedness that is incurred in violation of the Senior
Subordinated Notes Indenture and (following the discharge of the Senior
Subordinated Notes Indenture) the Senior Notes Indentures; or (ix) the Existing
Pari Passu Indebtedness.

          "Senior Notes" means the Company's 9.25% Senior Notes due 2008, the
Company's 7.125% Senior Notes due 2011, the Company's 7.75% Senior Notes due
2013 and the Company's 9.25% Senior Notes due 2016.

          "Senior Notes Indentures" means the indentures governing the Senior
Notes. "Senior Subordinated Notes Indenture" means the Indenture governing the
Company's 10.5% Senior Subordinated Notes due 2009.


                                       7



          "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).

          "Termination of Trading" will be deemed to have occurred if the Common
Stock (or other common stock into which the Notes are then convertible) is
neither listed for trading on a United States national securities exchange nor
approved for quotation on the Nasdaq National Market nor approved for trading on
an established automated over-the-counter trading market in the United States.

          "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.

          "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 Notes, 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.

          "Voting Stock" of a Person means all classes of Capital Stock or other
interests (including partnership interests) of such Person then outstanding and
normally entitled (without regard to the occurrence of any contingency) to vote
in the election of directors, managers or trustees thereof.

     SECTION 1.02. Other Definitions.



                                                              Defined in Section
                                                              ------------------
                                                           
"Bankruptcy Law" ...........................................  Section 6.01
"Business Day" .............................................  Section 10.07
"Current Market Price" .....................................  Section 12.05(g)
"Closing Price" ............................................  Section 12.05(g)
"Conversion Agent" .........................................  Section 2.03
"Custodian" ................................................  Section 6.01
"Definitive Securities" ....................................  Section 2.01
"Designated Event Date" ....................................  Section 4.06
"Designated Event Offer" ...................................  Section 4.06
"Designated Event Offer Termination Date" ..................  Section 4.06
"Designated Event Payment" .................................  Section 4.06
"Designated Event Payment Date" ............................  Section 4.06
"Distributed Securities" ...................................  Section 12.05(d)
"Distribution Determination Date" ..........................  Section 12.05(e)
"Effective Date" ...........................................  Section 12.11



                                       8





                                                              Defined in Section
                                                              ------------------
                                                           
"Event of Default" .........................................  Section 6.01
"Expiration Date" ..........................................  Section 12.05(f)
"ex-date" ..................................................  Section 12.05(g)
"fair market value" ........................................  Section 12.05(g)
"Legal Holiday" ............................................  Section 10.07
"Make Whole Premium" .......................................  Section 12.11
"non-electing share" .......................................  Section 12.06
"Paying Agent" .............................................  Section 2.03
"Payment Blockage Notice" ..................................  Section 10.04
"Purchased Shares" .........................................  Section 12.05(f)
"Record Date" ..............................................  Section 12.05(g)
"Register" .................................................  Section 2.03
"Registrar" ................................................  Section 2.03
"Right" ....................................................  Section 12.05(i)
"Rights Plan" ..............................................  Section 12.05(i)
"Spinoff Securities" .......................................  Section 12.05(d)
"Spinoff Valuation Period" .................................  Section 12.05(d)
"Stock Price" ..............................................  Section 12.11
"trading day" ..............................................  Section 12.05(g)
"Triggering Distribution" ..................................  Section 12.05(e)


     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:

          (a)  "Commission" means the Commission;

          (b) "indenture securities" means the Notes;

          (c) "indenture security holder" means a holder of a Note;

          (d) "indenture to be qualified" means this Indenture; "indenture
trustee" or "institutional trustee" means the Trustee; and

          (e) "obligor" on the Notes means the Company or any other obligor on
the Notes.

          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


                                       9



               (5) the male, female and neuter genders include one another.

          The terms and provisions contained in the Notes 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 Note conflicts with the express provisions of this Indenture,
the provisions of this Indenture shall govern and be controlling.

                                   ARTICLE II
                                    THE NOTES

     SECTION 2.01. Form and Dating.

          (a) Global Securities. Notes shall be issued in the form of one or
more definitive, fully registered form of securities without interest coupons
with the Global Securities Legend, if applicable, set forth in Exhibit A hereto,
which is incorporated in and expressly made a part of this Indenture. Any Global
Security shall be deposited on behalf of the purchasers of the Notes represented
thereby with the Trustee, at its New York office, as custodian for the
Depositary, and registered in the name of the Depositary or a nominee of the
Depositary for the accounts of participants in the Depositary, duly executed by
the Company and authenticated by the Trustee as hereinafter provided. The
aggregate principal amount of any Global Security may from time to time be
increased or decreased by adjustments made on the records of the Trustee and the
Depositary or its nominee as hereinafter provided.

          (b) Book-Entry Provisions. This Section 2.01(b) shall apply only to a
Global Security deposited with or on behalf of the Depositary.

          The Company shall execute and the Trustee shall, in accordance with
this Section 2.01(b) and the written order of the Company, authenticate and
deliver initially one or more Global Securities that (i) shall be registered in
the name of Cede & Co. or other nominee of such Depositary and (ii) shall be
delivered by the Trustee to such Depositary or pursuant to such Depositary's
instructions or held by the Trustee as custodian for the Depositary pursuant to
a FAST Balance Certificate Agreement between the Depositary and the Trustee.

          Agent Members shall have no rights under this Indenture with respect
to any Global Security held on their behalf by the Depositary or by the Trustee
as the custodian of the Depositary or under such Global Security, and the
Depositary may be treated by the Company, the Trustee and any agent of the
Company or the Trustee as the absolute owner of such Global Security for all
purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent
the Company, the Trustee or any agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by
the Depositary or impair, as between the Depositary and its Agent Members, the
operation of customary practices of such Depositary governing the exercise of
the rights of a holder of a beneficial interest in any Global Security.

          (c) Definitive Securities. Except as provided in Section 2.06 and
2.10, owners of beneficial interests in Global Securities will not be entitled
to receive physical delivery of certificated Notes in definitive form.

     SECTION 2.02. Execution and Authentication. One Officer shall sign the
Notes for the Company by manual or facsimile signature.


                                       10



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

          A Note shall not be valid until authenticated by the manual signature
of the Trustee. The signature shall be conclusive evidence that the Note has
been authenticated under this Indenture.

          Upon a written order of the Company signed by an Officer of the
Company, the Trustee shall authenticate Notes for original issue. The aggregate
principal amount of Notes outstanding at any time may not exceed that amount
except as provided in Section 2.07.

          The Notes shall be issuable only in registered form without coupons
and only in denominations of $1,000 or any integral multiple thereof.

          The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Notes. An authenticating agent may authenticate Notes
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 2.03. 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 Notes may be presented for payment ("Paying Agent");
(iii) an office or agency where Notes may be presented for conversion (the
"Conversion Agent"); and (iv) where notices and demands to or upon the Company
in respect of Notes and this Indenture may be served by the holders of the
Notes. The Registrar shall keep a Register ("Register") of the Notes 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 "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 and Section
4.06, 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 2.04. 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 Notes or the Trustee all money held by the Paying Agent for the
payment of principal or interest on the Notes, and will notify the Trustee of
any default by the Company in respect of 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 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 Notes all money held by it as Paying
Agent.


                                       11



     SECTION 2.05. Holder Lists. The Trustee 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 Notes and shall otherwise comply with TIA Section
312(a). If the Trustee is not the Registrar, 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 Notes.

     SECTION 2.06. Transfer and Exchange. (a) When Notes 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 Notes 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 Notes 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 2.10,
3.07, 9.05 or 12.02.

          The Company or the Registrar shall not be required to register the
transfer of any Notes surrendered for repurchase pursuant to Section 4.06.

          All Notes issued upon any transfer or exchange of Notes 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
Notes surrendered upon such registration of transfer or exchange.

          (b) Notwithstanding any provision to the contrary herein, so long as a
Global Security remains outstanding and is held by or on behalf of the
Depositary, transfers of a Global Security, in whole or in part, or of any
beneficial interest therein, shall only be made in accordance with Section 2.10
and this Section 2.06(a).

          Except for transfers or exchanges made in accordance with paragraphs
(i) through (iv) of this Section 2.06(b) and Section 2.10, transfers of a Global
Security shall be limited to transfers of such Global Security in whole, but not
in part, to nominees of the Depositary or to a successor of the Depositary or
such successor's nominee.

               (i) Global Security To Definitive Security. If an owner of a
     beneficial interest in a Global Security deposited with the Depositary or
     with the Trustee as custodian for the Depositary wishes at any time to
     transfer its interest in such Global Security to a Person who is required
     to take delivery thereof in the form of a Definitive Security, such owner
     may, subject to the rules and procedures of the Depositary, cause the
     exchange of such interest for one or more Definitive Securities of any
     authorized denomination or denominations and of the same aggregate
     principal amount. Upon receipt by the Registrar of instructions from the
     Depositary directing the Trustee to authenticate and deliver one or more
     Definitive Securities of the same aggregate principal amount as the
     beneficial interest in the Global Security to be exchanged, such
     instructions to contain the name or names of the designated transferee or
     transferees, the authorized denomination or denominations of the Definitive
     Securities to be so issued and appropriate delivery instructions, then the
     Registrar will instruct the Depositary to reduce or cause to be reduced
     such Global Security by the aggregate principal amount of the beneficial
     interest therein to be exchanged and to debit or cause to be debited from
     the account of the Person making


                                       12



     such transfer the beneficial interest in the Global Security that is being
     transferred, and concurrently with such reduction and debit the Company
     shall execute, and the Trustee shall authenticate and deliver, one or more
     Definitive Securities of the same aggregate principal amount in accordance
     with the instructions referred to above.

               (ii) Definitive Security to Definitive Security. If a holder of a
     Definitive Security wishes at any time to transfer such Definitive Security
     (or portion thereof) to a Person who is required to take delivery thereof
     in the form of a Definitive Security, such holder may, subject to the
     restrictions on transfer set forth herein and in such Definitive Security,
     cause the transfer of such Definitive Security (or any portion thereof in a
     principal amount equal to an authorized denomination) to such transferee.
     Upon receipt by the Registrar of (1) such Definitive Security, duly
     endorsed as provided herein, and (2) instructions from such holder
     directing the Trustee to authenticate and deliver one or more Definitive
     Securities of the same aggregate principal amount as the Definitive
     Security (or portion thereof) to be transferred, such instructions to
     contain the name or names of the designated transferee or transferees, the
     authorized denomination or denominations of the Definitive Securities to be
     so issued and appropriate delivery instructions, then the Registrar, shall
     cancel or cause to be canceled such Definitive Security and concurrently
     therewith, the Company shall execute, and the Trustee shall authenticate
     and deliver, one or more Definitive Securities in the appropriate aggregate
     principal amount, in accordance with the instructions referred to above
     and, if only a portion of a Definitive Security is transferred as
     aforesaid, concurrently therewith Company shall execute and the Trustee
     shall authenticate and deliver to the transferor a Definitive Security in a
     principal amount equal to the principal amount which has not been
     transferred. A holder of a Definitive Security may at any time exchange
     such Definitive Security for one or more Definitive Securities of other
     authorized denominations and in the same aggregate principal amount and
     registered in the same name by delivering such Definitive Security, duly
     endorsed as provided herein, to the Trustee together with instructions
     directing the Trustee to authenticate and deliver one or more Definitive
     Securities in the same aggregate principal amount and registered in the
     same name as the Definitive Security to be exchanged, and the Registrar
     thereupon shall cancel or caused to be canceled such Definitive Security
     and concurrently therewith the Company shall execute and Trustee shall
     authenticate and deliver, one or more Definitive Securities in the same
     aggregate principal amount and registered in the same name as the
     Definitive Security being exchanged.

               (iii) Definitive Security to Global Security. If a holder of a
     Definitive Security wishes at any time to transfer such Definitive Security
     (or portion thereof) to a Person who is not required to take delivery
     thereof in the form of a Definitive Security, such holder shall, subject to
     the restrictions on transfer set forth herein and in such Definitive
     Security and the rules of the Depositary cause the exchange of such
     Definitive Security for a beneficial interest in the Global Security. Upon
     receipt by the Registrar of (1) such Definitive Security, duly endorsed as
     provided herein, (2) instructions from such holder directing the Trustee to
     increase the aggregate principal amount of the Global Security deposited
     with the Depositary or with the Trustee as custodian for the Depositary by
     the same aggregate principal amount as the Definitive Security to be
     exchanged, such instructions to contain the name or names of a member of,
     or participant in, the Depositary that is designated as the transferee, the
     account of such member or participant and other appropriate delivery
     instructions, and (3) the assignment form on the back of the Definitive
     Security completed in full, then the Trustee shall cancel or cause to be
     canceled such Definitive Security and concurrently therewith shall increase
     the aggregate principal amount of the Global Security by the same aggregate
     principal amount as the Definitive Security canceled.

          (c) Neither the Trustee nor any Agent shall have any responsibility
for any actions taken or not taken by the Depositary,


                                       13



          (d) The Trustee shall have no obligation or duty to monitor, determine
or inquire as to compliance with any restrictions on transfer imposed under this
Indenture or under applicable law with respect to any transfer of any interest
in any Notes (including any transfers between or among Depositary's participants
or beneficial owners of interests in any Global Security) other than to require
delivery of such certificates and other documentation as is expressly required
by, and to do so if and when expressly required by, the terms of this Indenture
and to examine the same to determine substantial compliance as to form with the
express requirements hereof.

     SECTION 2.07. Replacement Notes. If the holder of a Note claims that the
Note has been lost, destroyed or wrongfully taken, the Company shall issue and
the Trustee shall authenticate a replacement Note if the Trustee's requirements
are met. If required by the Trustee or the Company as a condition of receiving a
replacement Note, the holder of a Note 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 Note is replaced. The Company and the Trustee
may charge the relevant holder for their expenses in replacing any Note.

          The Trustee or any authenticating agent may authenticate any such
substituted Note, 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 Note, 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 Note which has matured or is about to mature, or has been
submitted for repurchase pursuant to Section 4.06 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
Note, 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 Note), 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 Note and of the
ownership thereof.

          Every replacement Note 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 Notes duly issued, authenticated and delivered
hereunder.

     SECTION 2.08. Outstanding Notes. The Notes outstanding at any time are all
the Notes properly authenticated by the Trustee except for those canceled by the
Trustee, those delivered to it for cancellation, and those described in this
Section as not outstanding.

          If a Note is replaced pursuant to Section 2.07, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser.

          If Notes are considered paid under Section 4.01 or converted under
Article XII, they cease to be outstanding and interest on them ceases to accrue.

          Subject to Section 2.09 hereof, a Note does not cease to be
outstanding because the Company or an Affiliate of the Company holds the Note.


                                       14


     SECTION 2.09. When Treasury Notes Disregarded. In determining whether the
holders of the required principal amount of Notes have concurred in any
direction, waiver or consent, Notes 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 Notes which the Trustee knows are so
owned shall be so disregarded.

     SECTION 2.10. Temporary Notes.

          (a) Until definitive Notes are ready for delivery, the Company may
prepare and the Trustee shall authenticate temporary Notes. Temporary Notes
shall be substantially in the form of definitive Notes but may have variations
that the Company considers appropriate for temporary Notes and shall be
reasonably acceptable to the Trustee. Without unreasonable delay, the Company
shall prepare and the Trustee shall authenticate definitive Notes in exchange
for temporary Notes.

          (b) Except for transfers made in accordance with Section 2.06(b), a
Global Security deposited with the Depositary or with the Trustee as custodian
for the Depositary pursuant to Section 2.01 shall be transferred to the
beneficial owners thereof in the form of certificated Notes in definitive form
only if such transfer complies with Section 2.06 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 or interest thereon that is transferable to
the beneficial owners thereof in the form of certificated Notes in definitive
form shall, if held by the Depositary, 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, an equal aggregate
principal amount of Notes of authorized denominations in the form of
certificated Notes 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 2.10(b), the registered
holder of a Global Security 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 Notes.

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

     SECTION 2.11. Cancellation. The Company at any time may deliver Notes to
the Trustee for cancellation. The Registrar and Paying Agent shall forward to
the Trustee any Notes surrendered to them for registration of transfer, exchange
or payment. The Trustee and no one else may cancel Notes surrendered for
registration of transfer, exchange, payment, replacement, conversion, repurchase
or cancellation. Upon written instructions of the Company, the Trustee shall
destroy and dispose of canceled Notes as the Company directs and, after such
destruction, shall deliver a certificate of destruction to the Company. The
Company may not issue new Notes to replace Notes that it has paid 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
repurchase pursuant to Section 4.06 hereof (unless revoked).


                                       15



     SECTION 2.12. Defaulted Interest. If the Company fails to make a payment of
interest on the Notes, 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 Notes 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 Notes a notice
that states the special record date, payment date and amount of such interest to
be paid.

     SECTION 2.13. CUSIP Number. The Company in issuing the Notes may use a
"CUSIP" number, and if so, such CUSIP number shall be included in notices of
repurchase or exchange as a convenience to holders of Notes; 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
Notes and that reliance may be placed only on the other identification numbers
printed on the Notes. The Company will promptly notify the Trustee of any change
in the CUSIP number.

                                  ARTICLE III
                             [INTENTIONALLY OMITTED]

                                   ARTICLE IV
                                    COVENANTS

     SECTION 4.01. Payment of Notes. The Company shall pay the principal of and
interest on the Notes on the dates and in the manner provided in the Notes.
Principal, interest or the Designated Event Payment shall be considered paid on
the date due if the Trustee or Paying Agent (other than the Company or a
Subsidiary of the Company) holds as of 10:00 a.m. New York City time on that
date immediately available funds designated for and sufficient to pay all
principal, interest and the Designated Event Payment then due; provided,
however, that money held by the Agent for the benefit of holders of Senior Debt
pursuant to the provisions of Article XI hereof or the payment of which to the
holders of the Notes is prohibited by Article XI shall not be considered to be
designated for the payment of any principal of or interest on the Notes within
the meaning of this Section 4.01.

          To the extent lawful, the Company shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on (i)
overdue principal, at the rate borne by Notes, compounded semiannually; and (ii)
overdue installments of interest (without regard to any applicable grace period)
at the same rate, compounded semiannually.

     SECTION 4.02. Commission Reports. Whether or not required by the rules and
regulations of the Commission, so long as any Notes are outstanding, the Company
will file with the Commission and furnish to the Trustee and the holders of
Notes all quarterly and annual financial information (without exhibits) required
to be contained in a filing with the Commission on Forms 10-Q and 10-K,
including a "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and, with respect to the annual consolidated financial
statements only, a report thereon by the Company's independent auditors. The
Company shall not be required to file any report or other information with the
Commission if the Commission does not permit such filing, although such reports
or other information will be required to be furnished to the Trustee.

     SECTION 4.03. Compliance Certificate. (a) The Company shall deliver to the
Trustee within 120 days after the end of each fiscal year of the Company, a
certificate of the principal executive officer, principal financial officer or
principal accounting officer such officer's knowledge of the Company's
compliance with all conditions and covenants under this Indenture (without
regard to any period of grace or requirement of notice provided hereunder).


                                       16



          (b) The Company shall, so long as any of the Notes 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 4.04. Maintenance of Office or Agency. The Company shall maintain
or cause to be maintained the office or agency required under Section 2.03. 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 or shall fail to furnish the Trustee with the address thereof,
presentations, surrenders, notices and demands with respect to the Notes 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 Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designation.

     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. Repurchase Upon Designated Event. Upon the occurrence of a
Designated Event (the date of each such occurrence being the "Designated Event
Date"), the Company shall be required to make an offer (the "Designated Event
Offer") to repurchase all Notes then outstanding at a repurchase price in cash
(the "Designated Event Payment") equal to 100% of the principal amount thereof,
plus accrued and unpaid interest, if any, to, but excluding, the Designated
Event Payment Date (as defined below).

          Notice of a Designated Event shall be mailed by or at the direction of
the Company to the holders of Notes as shown on the Register of such holders
maintained by the Registrar not more than 20 days after the applicable
Designated Event Date at the addresses as shown on the Register of holders
maintained by the Registrar, with a copy to the Trustee and the Paying Agent.
The Designated Event Offer shall remain open until a specified date (the
"Designated Event Offer Termination Date") which is at least 20 Business Days
from the date such notice is mailed. During the period specified in such notice,
holders of Notes may elect to tender their Notes in whole or in part in integral
multiples of $1,000 in exchange for cash. Payment shall be made by the Company
in respect of Notes properly tendered pursuant to this Section on a specified
Business Day (the "Designated Event Payment Date") which shall be no earlier
than five Business Days after the applicable Designated Event Offer Termination
Date and no later than 60 days after the applicable Designated Event. Unless and
until the Trustee shall receive a notice of the occurrence of a Designated
Event, the Trustee may assume without inquiry that none has occurred.

          The notice, which shall govern the terms of the Designated Event
Offer, shall include such disclosures as are required by law and shall state:

          (a) that a Designated Event Offer is being made pursuant to this
Section 4.06 and that all Notes will be accepted for payment;

          (b) the transaction or transactions that constitute the Designated
Event;

          (c) the Designated Event Payment for each Note, the Designated Event
Offer Termination Date and the Designated Event Payment Date;


                                       17



          (d) that any Note not accepted for payment will continue to accrue
interest in accordance with the terms thereof;

          (e) that, unless the Company defaults on making the Designated Event
Payment, any Note accepted for payment pursuant to the Designated Event Offer
shall cease to accrue interest on the Designated Event Payment Date and no
further interest shall accrue on or after such date;

          (f) that holders electing to have Notes repurchased pursuant to a
Designated Event Offer will be required to surrender their Notes to the Paying
Agent at the address specified in the notice prior to 5:00 p.m., New York City
time, on the Designated Event Offer Termination Date and must complete any form
letter of transmittal proposed by the Company and acceptable to the Trustee and
the Paying Agent;

          (g) that holders of Notes will be entitled to withdraw their election
if the Paying Agent receives, not later than 5:00 p.m., New York City time, on
the Designated Event Offer Termination Date, a facsimile transmission or letter
setting forth the name of the holder, the principal amount of Notes the holder
delivered for purchase, the Note certificate number (if any) and a statement
that such holder is withdrawing his election to have such Notes purchased;

          (h) that holders whose Notes are repurchased only in part will be
issued Notes equal in principal amount to the unpurchased portion of the Notes
surrendered;

          (i) the instructions that holders must follow in order to tender their
Notes; and

          (j) that in the case of a Designated Event Offer Termination Date that
is also an Interest Payment Date, the interest payment, if any, due on such
Interest Payment Date shall be paid to the Person in whose name the Note is
registered at the close of business on the relevant Designated Event Offer
Termination Date.

          On the Designated Event Offer Termination Date the Company shall (i)
accept for payment all Notes or portions thereof properly tendered pursuant to
the Designated Event Offer, (ii) deposit with the Paying Agent money sufficient
to pay the Designated Event Payment with respect to all Notes or portions
thereof so tendered and accepted and (iii) deliver or cause to be delivered to
the Trustee the Notes so accepted together with an Officers' Certificate setting
forth the aggregate principal amount of Notes or portions thereof tendered to
and accepted for payment by the Company. On the Designated Event Payment Date,
the Paying Agent shall mail or deliver to the holders of Notes so accepted, the
Designated Event Payment, and the Trustee shall promptly authenticate and mail
or cause to be transferred by book entry to such holders a new Note equal in
principal amount to any unpurchased portion of the Note surrendered, if any;
provided that such new Notes will be in a principal amount of $1,000 or an
integral multiple thereof. Any Notes not so accepted shall be promptly mailed or
delivered by the Company to the holder thereof.

          In the case of any reclassification, change, consolidation, merger,
combination or sale or conveyance to which Section 12.06 applies, in which the
Common Stock of the Company is exchanged as a result into the right to receive
stock, securities or other property or assets (including cash) which includes
shares of common stock of the Company or another Person that are, or upon
issuance will be, traded on a United States national securities exchange or
approved for trading on an established automated over-the-counter trading market
in the United States and such shares constitute at the time such change or
exchange becomes effective in excess of 50% of the aggregate fair market value
of such stock, securities other property and assets (including cash) (as
determined by the Company, which determination shall be conclusive and binding),
then the Person formed by such consolidation or resulting from such


                                       18



merger or which acquires such assets, as the case may be, shall execute and
deliver to the Trustee a supplemental indenture (which shall comply with the TIA
as in force at the date of execution of such supplemental indenture) modifying
the provisions of this Indenture relating to the right of holders of Notes to
cause the Company to repurchase Notes following a Designated Event, including
the applicable provisions of this Section 4.06 and the definitions of Designated
Event, Change of Control and Termination of Trading, as appropriate, as
determined in good faith by the Company (which determination shall be conclusive
and binding), to make such provision apply to such common stock and the issuer
thereof if different from the Company and Common Stock of the Company (in lieu
of the Company and the Common Stock of the Company).

          The Designated Event Offer shall be made by the Company in compliance
with all applicable provisions of the Exchange Act, and all applicable tender
offer rules promulgated thereunder, to the extent such laws and regulations are
then applicable and shall include all instructions and materials that the
Company shall reasonably deem necessary to enable such holders of Notes to
tender their Notes.

     SECTION 4.07. 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 4.08. 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 Notes; 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 Notes,
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 4.09. 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.

                                    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 or
combine 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 corporation as an entirety
or substantially as an entirety unless:

          (a) either

          (i) the Company shall be the surviving or continuing corporation or

          (ii) the corporation formed by or surviving any such consolidation or
merger or combination (if other than the Company) or the corporation which
acquires by sale, assignment, transfer,


                                       19



lease, conveyance or other disposition of all or substantially all of the
properties and assets of the Company

               (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 the due and punctual payment of the
     principal of, and premium, if any, and interest on, if any, with respect
     to, all the Notes and the performance of every covenant of the Company
     under the Notes and the Indenture, including, without limitation,
     modifications to rights of holders to cause the repurchase of Notes upon a
     Designated Event in accordance with the penultimate paragraph of Section
     4.06 and conversion rights in accordance with Section 12.06 to the extent
     required by such Sections, pursuant to a supplemental indenture in a form
     reasonably satisfactory to the Trustee;

          (b) immediately after giving effect to such transaction no Default and
no Event of Default exists; 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 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 corporation 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 Notes.

     SECTION 5.03. Purchase Option on Change of Control. This Article V does not
affect the obligations of the Company (including without limitation any
successor to the Company) under Section 4.06.

                                   ARTICLE VI
                              DEFAULTS AND REMEDIES

     SECTION 6.01. Events of Default. An "Event of Default" with respect to any
Notes 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 Notes when due at
maturity, upon repurchase, upon acceleration or otherwise; or


                                       20



          (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 Notes when due, including any
interest payable in connection with a repurchase pursuant to Section 4.06, and
continuance of such default for 30 days or more; or

          (c) 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 or the Notes 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
Notes; or

          (d) the Company defaults in the payment of the Designated Event
Payment in respect of the Notes on the Designated Event Payment Date, whether or
not such payment is prohibited by the subordination provisions set forth in
Article XI of this Indenture; or

          (e) the Company fails to provide timely notice of any Designated Event
in accordance with Section 4.06 hereof; or

          (f) failure of the Company or failure of any Material Subsidiary to
make any payment at maturity, including any applicable grace period, in respect
of indebtedness for borrowed money of, or guaranteed or assumed by, the Company
or any Material Subsidiary, which payment is in an amount in excess of
$20,000,000, and continuance of such failure for 30 days after notice thereof
from the Trustee or the holders of at least 25% in aggregate principal amount of
the then outstanding Notes; or

          (g) default by the Company or default by any Material Subsidiary with
respect to any indebtedness referred to in clause (f) above, which default
results in the acceleration of any such indebtedness of an amount in excess of
$20,000,000 without such indebtedness having been paid or discharged or such
acceleration having been cured, waived, rescinded or annulled for 30 days after
notice thereof from the Trustee or the holders of at least 25% in aggregate
principal amount of the then outstanding Notes; or

          (h) the Company or any Material Subsidiary, pursuant to or within the
meaning of Bankruptcy Law:

          (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

          (i) 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,


                                       21



          (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.

          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.

     SECTION 6.02. Acceleration. If an Event of Default (other than an Event of
Default with respect to the Company specified in clauses (h) and (i) of Section
6.01) 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 Notes, 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 Notes to be due and payable.
Upon such declaration such principal amount, premium, if any, and accrued and
unpaid interest, if any, shall become immediately due and payable,
notwithstanding anything contained in this Indenture or the Notes 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 (h) or (i) of Section
6.01 occurs, all unpaid principal of and premium, if any, and accrued and unpaid
interest, if any, on the Notes then outstanding 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 Notes.

          The holders of a majority in aggregate principal amount of the then
outstanding Notes by notice to the Trustee may rescind an acceleration of the
Notes and its consequences if all existing Events of Default (other than
nonpayment of principal of or premium, if any, and interest, if any, on the
Notes 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 the Notes or to
enforce the performance of any provision of the Notes or this Indenture. The
Trustee may maintain a proceeding even if it does not possess any of the Notes
or does not produce any of them in the proceeding. A delay or omission by the
Trustee or any holder of a Note 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 Notes then outstanding may, on behalf of the
holders of all the Notes, 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 on the Notes (other than the
non-payment of principal of and premium, if any, and interest, if any, on the
Notes 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 Notes. 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 Notes may direct the time, method and
place of conducting any


                                       22



proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on it. 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 Notes 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 forbearances 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. A holder of a Note may not pursue any
remedy with respect to this Indenture or the Notes unless:

               (1) the holder gives to the Trustee notice of a continuing Event
     of Default;

               (2) the holders of at least 25% in principal amount of the then
     outstanding Notes 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 Notes do not give the Trustee a
     direction inconsistent with the request.

          A holder of a Note 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 Note to receive payment of principal,
premium, if any, and interest, if any, on the Note, on or after the respective
due dates expressed in the Note, or to bring suit for the enforcement of any
such payment on or after such respective dates, or to bring suit for the
enforcement of the right to convert the Note shall not be impaired or affected
without the consent of the holder of a Note.

     SECTION 6.08. Collection Suit by Trustee. If an Event of Default specified
in Section 6.01(a), (b) or (d) occurs and is continuing, 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, if any, remaining unpaid on the
Notes and interest, if any, on overdue principal and interest, if any, 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 Notes 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 Note any plan of
reorganization, arrangement, adjustment or composition affecting the Notes 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.


                                       23



     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 holders of Notes for amounts due and unpaid on the Notes for
principal, premium, if any, and interest, if any, ratably, without preference or
priority of any kind, according to the amounts due and payable on the Notes for
principal, premium, if any, and interest, if any, respectively; and

          Fourth: to the Company.

          The Trustee may fix a special record date and payment date for any
payment to holders of Notes made pursuant to this section. At least 15 days
before any such special record date, the Trustee shall mail to holders of the
Notes 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 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 Notes.

                                   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, 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


                                       24



               (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

               (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.


                                       25



          (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.

          (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 Notes 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 Notes 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

          (j) The Trustee shall not be responsible for the computation of any
adjustment to the Conversion Rate or for any determination as to whether an
adjustment is required and shall not be deemed to have knowledge of any
adjustment unless and until it shall have received the notice from the Company
contemplated by Section 12.05(j).

     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 Notes 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 Notes. It shall not be accountable for the Company's use of the proceeds
from the Notes 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 Notes or any other document in connection with the sale of the
Notes 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
each holder of a Note a notice of the Default or


                                       26



Event of Default within 60 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), (b) or (d) 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 Notes. Except in the case of a
Default or Event of Default in payment of principal of, premium, if any, or
interest, if any, on any Note, 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 Notes.

     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
Notes 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 Notes
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
Notes are listed. The Company shall timely notify the Trustee when the Notes 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.

          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 the Notes 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, if any, on Notes. Such liens and the Company's obligations under this
Section 7.07 shall survive the satisfaction and discharge of this Indenture.


                                       27



          When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(h) or (i) 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 Notes 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 Notes 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 Notes may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

          If the Trustee after written request by any holder of a Note 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 Notes. 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.


                                       28



     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 Notes theretofore authenticated (other than any
other Notes which have been destroyed, lost or stolen and in lieu of or in
substitution for which other Notes have been authenticated and delivered) and
not theretofore canceled, or (b) all the Notes not theretofore canceled or
delivered to the Trustee for cancellation have become due and payable or by
their terms will become due and payable within one year, and the Company
deposits with the Trustee, in trust, amounts sufficient to pay at maturity of
all of the Notes (other than any Notes which have been mutilated, destroyed,
lost or stolen and in lieu of or in substitution for which other Notes have been
authenticated and delivered) not theretofore canceled or delivered to the
Trustee for cancellation, including principal and premium, if any, and interest,
if any, due or to become due to such date of maturity, and if 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 Notes, (ii) rights hereunder of holders of Notes to receive
payments of principal of and premium, if any, and interest, if any, on the
Notes, (iii) the obligations under Sections 2.03 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 Notes.

     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 Notes for the payment of which such monies have been
deposited with the Trustee, of all sums due and to become due thereon for
principal and interest, if any, 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.


                                       29


     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, if any, on Notes 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 Notes, 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 Note 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 Notes 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 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 Notes 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 Note 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

     SECTION 9.01. Without the Consent of Holders. The Company and the Trustee
may amend this Indenture or the Notes without notice to or the consent of any
holder of a Note 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 Notes;

          (b) providing for uncertificated Notes in addition to or in place of
certificated Notes;

          (c) evidencing the succession of another Person to the Company and
providing for the assumption by such successor of the covenants and obligations
of the Company thereunder and in the Notes as permitted by Section 5.01;

          (d) providing for conversion rights and/or repurchase rights of
holders of Notes in the event of consolidation, merger or sale of all or
substantially all of the assets of the Company as required to comply with
Sections 5.01 and/or 12.06;

          (e) increasing the Conversion Rate;

          (f) making any changes that would provide the holders of the Notes
with any additional rights or benefits or that does not adversely affect the
legal rights under this Indenture of any such holder; or

          (g) complying with the requirements of the Commission in order to
effect or maintain the qualification of the Indenture under the TIA.


                                       30



     SECTION 9.02. With the Consent of Holders. Subject to Section 6.07, the
Company and the Trustee may amend this Indenture or the Notes with the written
consent of the holders of at least a majority in principal amount of the then
outstanding Notes (including consents obtained in connection with a tender offer
or exchange offer for Notes).

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

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

          (a) reduce the principal amount of Notes whose holders must consent to
an amendment, supplement or waiver;

          (b) reduce the principal of, or change the fixed maturity of any Note;

          (c) reduce the rate of, or change the time for payment of, interest,
including defaulted interest, if any, on any Note;

          (d) waive a Default or Event of Default in the payment of principal of
or premium, if any, or interest on the Notes (except a rescission of
acceleration of the Notes by the holders of at least a majority in aggregate
principal amount of the Notes then outstanding and a waiver of the payment
default that resulted from such acceleration);

          (e) make the principal of, or premium, if any, or interest on any Note
payable in money other than as provided for herein and in the Notes;

          (f) make any change in the provisions of this Indenture relating to
waivers of past Defaults or Events of Default or the rights of holders of Notes
to receive payments of principal of, premium, if any, or interest or the Notes;

          (g) except as permitted herein (including Section 9.01(a)), reduce the
Conversion Rate or modify the provisions contained herein relating to conversion
of the Notes in a manner adverse to the holders thereof; or

          (h) make any change to the abilities of holders of Notes to enforce
their rights hereunder or the provisions of clauses (a) through (g) of this
Section 9.02.

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

          To secure a consent of the holders of Notes 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 Article IX becomes effective,
the Company shall mail to holders of Notes a notice briefly describing the
amendment or waiver.


                                       31



     SECTION 9.03. Compliance with the Trust Indenture Act. Every amendment to
this Indenture or the Notes 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 or
waiver becomes effective, a consent to it by a holder of a Note is a continuing
consent by the holder and every subsequent holder of a Note or portion of a Note
that evidences the same debt as the consenting holder's Note, even if notation
of the consent is not made on any Note. However, any such holder or subsequent
holder may revoke the consent as to his or her Note or portion of a Note 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 Notes 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 Notes 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 Notes 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 Notes 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 or waiver becomes effective it shall bind every
holder of a Note, unless it is of the type described in clauses (a) through (h)
of Section 9.02. In such cases, the amendment or waiver shall bind each holder
of a Note who has consented to it and every subsequent holder of a Note or
portion of a Note that evidences the same debt as the consenting holder's Note.

     SECTION 9.05. Notation on or Exchange of Notes. Notes 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 Notes 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 Notes without charge to the
holders of the Notes, except as specified in Section 2.06.

     SECTION 9.06. 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 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.

                                   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


                                       32



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
Notes) 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 Note 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 Notes, it
shall send a copy to the Trustee and each Agent at the same time.

          All notices or communications shall be in writing.

     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 Notes. 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:


                                       33



               (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.

          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 Notes. 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 New York,
New York 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, 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 the Notes 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 Note waives and releases all such
liability. This waiver and release are part of the consideration for the Notes.
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.


                                       34



     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 Notes 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:

               Amkor Technology, Inc.
               1900 South Price Road
               Chandler, AZ 85248
               Attention: Chief Financial Officer
               Facsimile: (480) 821-2616
               Telephone: (480) 821-5000

          The Trustee's address is:

               U.S. Bank National Association
               One Federal Street, 3rd Floor
               Boston, MA 02110

               Attention: Corporate Trust Services (Amkor Technology, Inc.
                          2.50% Convertible Senior Subordinated Notes due 2011)
               Facsimile: (617) 603-6665
               Telephone: (617) 603-6562

     SECTION 10.11. Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE AND THE NOTES BUT 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 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 Notes 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 Notes 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.


                                       35



                                   ARTICLE XI
                                  SUBORDINATION

     SECTION 11.01. Agreement to Subordinate. The Company agrees, and each
holder of Notes by accepting a Note agrees, that the indebtedness evidenced by
the Note is 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 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 Notes by
accepting a Note agrees, that the indebtedness evidenced by the Note is equal in
right of payment to the Existing Pari Passu Indebtedness. The Notes shall be
"Designated Senior Debt" for purposes of the indentures governing the Company's
Convertible Subordinated 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, expense reimbursements and indemnities after the commencement of
     any such proceeding at the rate specified in the applicable Senior Debt,
     whether or not such claims are allowed, allowable or enforceable in such
     proceeding and even if disallowed therein) before the holders of the Notes
     shall be entitled to receive any payment with respect to the Notes (except
     that holders of the Notes may receive and retain (A) Permitted Junior
     Securities and (B) payments and other distributions made from any trust
     created pursuant to Section 8.02 hereof); and

               (2) until all Obligations with respect to Senior Debt (as
     provided in clause (1) above) are paid in full, any distribution to which
     holders of Notes would be entitled but for this Article XI shall be made to
     holders of Senior Debt (except that holders of the Notes may receive and
     retain (A) Permitted Junior Securities and (B) payments and other
     distributions made from any trust created pursuant to Section 8.02 hereof),
     as their interests may appear.

     SECTION 11.03. Default on Designated Senior Debt. The Company may not make
any payment or distribution to the Trustee or any holder of Notes in respect of
Obligations with respect to the Notes and may not acquire from the Trustee or
any holder of Notes for cash or property (other than (A) Permitted Junior
Securities and (B) payments and other distributions made from any trust created
pursuant to Section 8.02 hereof) until all principal and other Obligations with
respect to the Senior Debt have been paid in full if:

               (i) a default in the payment of any principal 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 (A) at least 360 days
shall have elapsed since the effectiveness of the immediately prior


                                       36



Payment Blockage Notice and (B) all scheduled payments of principal, premium, if
any, and interest on the Notes that have come due have been paid in full in
cash. 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 unless such default shall have been
cured or waived for a period of not less than 180 days.

          The Company may and shall resume payments on and distributions in
respect of the Notes and may acquire them upon the earlier of:

               (1) the date upon which the default is cured or waived, or

               (2) in the case of a nonpayment default referred to in Section
     11.03(ii) hereof, the earlier of the date on which such nonpayment default
     is cured or waived or 179 days after notice is received, unless the
     maturity of such Designated Senior Debt has 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 Notes. If payment of the Notes is
accelerated because of an Event of Default, the Company shall promptly notify
holders of Senior Debt (or their Representative) of the acceleration.

     SECTION 11.05. When Distribution Must Be Paid Over. In the event that the
Trustee or any holder of Notes receives any payment of any Obligations with
respect to the Notes (other than (A) in Permitted Junior Securities and (B)
payments and other distributions made from any trust created pursuant to Section
8.02 hereof) at a time when such payment is prohibited by the provisions of this
Article XI and the Trustee or such holder of Notes, as applicable, has actual
knowledge that such payment is prohibited by Section 11.03 hereof, then such
payment shall be held by the Trustee or holder of Notes in trust for the benefit
of, and shall be paid forthwith over and delivered, upon written request, to
holders of Senior Debt as their interests may appear or their Representative
under the indenture or other agreement (if any) pursuant to which Senior Debt
may have been issued, as their respective interests may appear, for application
to the payment of all Obligations with respect to Senior Debt remaining unpaid
to the extent necessary to pay such Obligations in full in accordance with their
terms, after giving effect to any concurrent payment or distribution to or for
the holders of Senior Debt.

          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 Notes 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.

     SECTION 11.06. Notice by Company. The Company shall promptly notify the
Trustee and the Paying Agent of any facts known to the Company that would cause
a payment of any Obligations with respect to the Notes or the purchase of any
Notes by the Company to violate this Article XI, but failure to give such notice
shall not affect the subordination of the Notes to the Senior Debt as provided
in this Article XI.


                                       37



     SECTION 11.07. Subrogation. After all Senior Debt is paid in full and until
the Notes are paid in full, holders of Notes shall be subrogated (equally and
ratably with all other indebtedness pari passu with the Notes) 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 Notes 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
Notes is not, as between the Company and holders of Notes, a payment by the
Company on the Notes.

     SECTION 11.08. Relative Rights. This Article XI defines the relative rights
of holders of Notes and holders of Senior Debt. Nothing in this Indenture shall:

               (1) impair, as between the Company and holders of Notes, the
     obligation of the Company, which is absolute and unconditional, to pay
     principal of and interest on the Notes in accordance with their terms;

               (2) affect the relative rights of holders of Notes and creditors
     of the Company, other than their rights in relation to holders of Senior
     Debt; or

               (3) prevent the Trustee or any holder of Notes 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 Notes.

          If the Company fails because of this Article XI to pay principal of or
interest on a Note 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 Notes shall be impaired by any act or failure to act by the
Company or any holder of Notes 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 Notes 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 Notes 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, and the
Trustee and the Paying Agent may continue to make payments on the Notes, unless
the Trustee shall have received at least two Business Days prior to the date of
such payment or distribution written notice of facts that would cause the
payment of any Obligations with respect to the Notes to violate this Article XI.
Only the Company or a Representative may give the notice.


                                       38



          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 Note
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 Notes.

     SECTION 11.13. Amendments. The provisions of this Article XI shall not be
amended or modified without the written consent of the holders of all Senior
Debt.

     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.

                                  ARTICLE XII
               CONVERSION OF CONVERTIBLE SENIOR SUBORDINATED NOTES

     SECTION 12.01. Right to Convert. Subject to and upon compliance with the
provisions of this Indenture, each holder of Notes shall have the right, at such
holder's option, at any time on or before the close of business on the last
trading day prior to the Maturity Date (except that, with respect to any Note or
portion thereof subject to a duly completed election for repurchase, such right
shall terminate on or before the close of business on the Designated Event Offer
Termination Date (unless the Company defaults in the payment due upon
repurchase)) to convert the principal amount of any Note held by such holder, or
any portion of such principal amount which is $1,000 or an integral multiple
thereof, into that number of fully paid and non-assessable shares of Common
Stock (as such shares shall then be constituted) based on the Conversion Rate in
effect at such time, by surrender of the Note so to be converted in whole or in
part in the manner provided in Section 12.02. A holder of Notes is not entitled
to any rights of a holder of Common Stock until such holder of Notes has
converted his or her Notes to Common Stock, and only to the extent such Notes
are deemed to have been converted to Common Stock under this Article XII.

     SECTION 12.02. Exercise of Conversion Privilege; Issuance of Common Stock
on Conversion; No Adjustment for Interest or Dividends. To exercise, in whole or
in part, the conversion privilege with respect to any Note, the holder of such
Note shall surrender such Note, duly endorsed, at an office or agency maintained
by the Company pursuant to Section 4.04, accompanied by the funds, if any,
required by the last paragraph of this Section 12.02, and shall give written
notice of conversion in the form provided on the Notes (or such other notice
which is acceptable to the Company) to the office or agency that the holder of
Notes elects to convert such Note or such portion thereof specified in said
notice. Such notice shall also state the name or names (with address or
addresses) in which the certificate or certificates for shares of Common Stock
which are issuable on such conversion shall be issued, and shall be accompanied
by transfer taxes, if required pursuant to Section 12.07. Each such Note
surrendered for conversion shall, unless the shares issuable on conversion are
to be issued in the same name as the


                                       39



registration of such Note, be duly endorsed by, or be accompanied by instruments
of transfer in form satisfactory to the Company duly executed by, the holder of
Notes or his or her duly authorized attorney.

          As promptly as practicable after satisfaction of the requirements for
conversion set forth above, the Company shall issue and shall deliver to such
holder at the office or agency maintained by the Company for such purpose
pursuant to Section 4.04, a certificate or certificates for, or effect a
book-entry transfer through the Depositary with respect to, the number of full
shares of Common Stock issuable upon the conversion of such Note or portion
thereof in accordance with the provisions of this Article XII and a check or
cash in respect of any fractional interest in respect of a share of Common Stock
arising upon such conversion, as provided in Section 12.03 (which payment, if
any, shall be paid no later than five Business Days after satisfaction of the
requirements for conversion set forth above). Certificates representing shares
of Common Stock will not be issued or delivered unless all taxes and duties, if
any, payable by the holder have been paid. In case any Note of a denomination of
an integral multiple greater than $1,000 is surrendered for partial conversion,
and subject to Section 2.02, the Company shall execute, and the Trustee shall
authenticate and deliver to the holder of the Note so surrendered, without
charge to him or her, a new Note or Notes in authorized denominations in an
aggregate principal amount equal to the unconverted portion of the surrendered
Note.

          Each conversion shall be deemed to have been effected as to any such
Note (or portion thereof) on the date on which the requirements set forth above
in this Section 12.02 have been satisfied as to such Note (or portion thereof),
and the Person in whose name any certificate or certificates for shares of
Common Stock are issuable upon such conversion shall be deemed to have become on
said date the holder of record of the shares represented thereby; provided,
however, that any such surrender on any date when the Company's stock transfer
books are closed shall constitute the Person in whose name the certificates are
to be issued as the record holder thereof for all purposes on the next
succeeding day on which such stock transfer books are open, but such conversion
shall be at the Conversion Rate in effect on the date upon which such Note is
surrendered.

          Any Note or portion thereof surrendered for conversion during the
period from the close of business on the Regular Record Date for any interest
payment through the close of business on the last trading day immediately
preceding such Interest Payment Date shall be accompanied by payment, in funds
acceptable to the Company, of an amount equal to the interest, otherwise payable
on such Interest Payment Date on the principal amount being converted; provided
however, that no such payment need be made if there exists at the time of
conversion a default in the payment of interest on the Notes; and provided,
further, that no such payment need be made if the Notes are surrendered for
conversion on or after the final Regular Record Date. An amount equal to such
payment shall be paid by the Company on such Interest Payment Date to the holder
of such Note at the close of business on such Regular Record Date; provided
however, that if the Company defaults in the payment of interest, if applicable,
on such Interest Payment Date, such amount shall be paid to the Person who made
such required payment. Except as provided above in this Section 12.02, no cash
payment of interest shall be made and no adjustment shall be made for interest
accrued, if any, on any Note converted or for dividends on any shares issued
upon the conversion of such Note as provided in this Article XII.

     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 Notes. If more than one Note 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 Notes (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 Note or Notes, the
Company shall make an adjustment therefore in cash based upon the Current Market
Price


                                       40



(as defined in Section 12.05(g)) of the Common Stock on the last trading day
prior to the date of conversion.

     SECTION 12.04. Conversion Rate. The Conversion Rate shall be as specified
in the form of Note attached as Exhibit A hereto, subject to adjustment as
provided in this Article XII.

     SECTION 12.05. Adjustment of Conversion Rate. The Conversion Rate 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 Rate in effect at the opening of business on the date
following the Record Date fixed for the determination of stockholders entitled
to receive such dividend or other distribution shall be increased by multiplying
the Conversion Rate in effect at the close of business on such Record Date by a
fraction of which the numerator shall be the total number of shares that would
be outstanding immediately following such dividend or other distribution and the
denominator shall be the number of shares of Common Stock outstanding at the
close of business on the Record Date fixed for such determination, such increase
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
Rate shall again be adjusted to the Conversion Rate 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 Rate in effect at the
opening of business on the day following the day upon which such subdivision
becomes effective shall be proportionately increased, and, conversely, if the
outstanding shares of Common Stock shall be combined into a smaller number of
shares of Common Stock, the Conversion Rate in effect at the opening of business
on the day following the day upon which such combination becomes effective shall
be proportionately reduced, such increase or reduction, 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 (or securities
convertible into Common Stock) for a period expiring 45 days or less from the
date of issuance of such rights or warrants at a price per share (or having a
conversion price per share) less than the Current Market Price on the Record
Date fixed for the determination of stockholders entitled to receive such rights
or warrants, the Conversion Rate shall be adjusted so that the same shall equal
the rate determined by multiplying the Conversion Rate in effect at the close of
business on such Record Date by a fraction of which the numerator shall be the
sum of the number of shares of Common Stock outstanding at the close of business
on the Record Date plus the total number of additional shares of Common Stock so
offered for subscription or purchase (or into which the convertible securities
so offered are convertible) and of which the denominator shall be the sum of the
number of shares of Common Stock outstanding at the close of business on the
Record Date plus the number of shares equal to the aggregate price payable to
exercise such rights or warrants (or the aggregate conversion price of the
convertible securities so offered for subscription or purchase, which shall be
determined by multiplying the number of shares of Common Stock issuable upon
conversion of such convertible securities by the conversion price per share of
Common Stock pursuant to the terms of such convertible securities) divided by
the Current Market Price as of the business day immediately preceding the
announcement of the issuance of such rights. 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 (or securities
convertible into Common Stock) are not delivered


                                       41



pursuant to such rights or warrants, upon the expiration or termination of such
rights or warrants the Conversion Rate shall be readjusted to be the Conversion
Rate 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 Rate shall again be adjusted to be the Conversion Rate
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 in good faith by the Board of Directors, whose determination shall be
conclusive and described in a resolution of 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 pursuant to
Section 12.05(e)) (the foregoing hereinafter in this Section 12.05(d) called the
"Distributed Securities"), then (unless the Company distributes such Distributed
Securities for distribution to the holders of Notes on such dividend or
distribution date (as if each Holder had converted such Note into Common Stock
immediately prior to the Record Date with respect to such distribution)), in
each such case, the Conversion Rate shall be adjusted so that the same shall be
equal to the rate determined by multiplying the Conversion Rate in effect
immediately prior to the close of business on the Record Date with respect to
such distribution by a fraction of which the numerator shall be the Current
Market Price on such date and the denominator shall be such Current Market Price
less the fair market value (as determined in good faith 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 Distributed
Securities applicable to one share of Common Stock (determined on the basis of
the number of shares of Common Stock outstanding at the close of business on
such Record Date), such increase 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 Distributed Securities 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
Notes shall have the right to receive upon conversion of a Note (or any portion
thereof) the amount of Distributed Securities such holder would have received
had such holder converted such Note (or portion thereof) immediately prior to
such Record Date. If such dividend or distribution is not so paid or made, the
Conversion Rate shall again be adjusted to be the Conversion Rate 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,
in doing so the Board of Directors shall, to the extent possible, consider the
prices in such market over the same period used in computing the Current Market
Price pursuant to Section 12.05(g).

          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 Notes who converts a Note (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


                                       42



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
Note into Common Stock.

          Notwithstanding the foregoing, if the securities distributed by the
Company to all holders of its Common Stock consist of Capital Stock of, or
similar equity interests in, a Subsidiary or other business unit of the Company
(the "Spinoff Securities"), the Conversion Rate shall be adjusted, unless the
Company makes an equivalent distribution to the holders of the Notes, so that
the same shall be equal to the rate determined by multiplying the Conversion
Rate in effect at the close of business on the Record Date fixed for the
determination of stockholders entitled to receive such distribution by a
fraction, the numerator of which shall be the sum of (A) the average Closing
Price of one share of Common Stock over the 10 consecutive trading days (the
"Spinoff Valuation Period") commencing on and including the fifth trading day
after the date on which ex-dividend trading commences for such distribution on
the Nasdaq National Market or such other U.S. national or regional exchange or
market on which the Common Stock is then listed or quoted, and (B) the average
Closing Price over the Spinoff Valuation Period of the Spinoff Securities;
provided, that if shares of such Capital Stock or equity interests are not so
listed or quoted, the fair market value as determined in good faith by the
Company's Board of Directors, and the denominator of which shall be the average
Closing Price of one share of Common Stock over the Spinoff Valuation Period,
such adjustment to become effective immediately prior to the opening of business
on the fifteenth trading day after the date on which ex-dividend trading
commences; provided, however, that the Company may in lieu of the foregoing
adjustment elect to make adequate provision so that each Holder of Securities
shall have the right to receive upon conversion thereof the amount of such
Spinoff Securities that such Holder of Securities would have received if such
Securities had been converted on the record date with respect to such
distribution.

          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(b) 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 Rate adjustments 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 Rate adjustments 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 make any dividend or other distribution (a
"Triggering Distribution") consisting exclusively of 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)) the Conversion Rate shall be adjusted so that
the same shall equal the rate determined by multiplying the Conversion Rate in
effect immediately prior to the close of business on the record date for such
Triggering Distribution (a "Distribution Determination Date") by a fraction the
numerator of which shall be the Current Market Price per share of Common Stock
on such Distribution Determination Date and the denominator of which shall be
the Current Market Price per share of


                                       43



Common Stock on such Distribution Determination Date less the amount of such
cash dividend or distribution applicable to one share of Common Stock
(determined on the basis of the number of shares of Common Stock outstanding at
the close of business on the Distribution Determination 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 Distribution Determination Date, in lieu of the foregoing
adjustment, adequate provision shall be made so that each holder of Notes shall
have the right to receive upon conversion of a Note (or any portion thereof) the
amount of cash such holder would have received had such holder converted such
Note (or portion thereof) immediately prior to such Distribution Determination
Date. If such dividend or distribution is not so paid or made, the Conversion
Rate shall again be adjusted to be the Conversion Rate which would then be in
effect if such dividend or distribution had not been declared.

          (f) If a tender or exchange offer made by the Company or any of its
subsidiaries for all or any portion of the Common Stock expires and such tender
or exchange 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 or exchange offer) of Purchased Shares (as defined below))
of an aggregate consideration having a fair market value (as determined in good
faith by the Board of Directors, whose determination shall be conclusive and
described in a resolution of the Board of Directors) that exceeds the Current
Market Price per share of Common Stock on the trading day next succeeding the
last date (the "Expiration Date") tenders or exchanges could have been made
pursuant to such tender or exchange offer (as it may be amended) (the last time
at which such tenders could have been made on the Expiration Date is hereinafter
called the "Expiration Time"), then the Conversion Rate shall be adjusted so
that the same shall equal the price determined by multiplying the Conversion
Rate in effect immediately prior to close of business on the Expiration Date by
a fraction of which the numerator shall be the sum of (A) the fair market value
of the aggregate consideration (the fair market value as determined by the Board
of Directors, whose determination shall be conclusive evidence of such fair
market value and which shall be evidenced by an Officers' Certificate delivered
to the Trustee) payable to stockholders based on the acceptance (up to any
maximum specified in the terms of the tender or exchange 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 (B) the product of the number of shares of Common Stock outstanding
(less any Purchased Shares and excluding any shares held in the treasury of the
Company) at the Expiration Time and the Closing Price per share of Common Stock
on the trading day next succeeding the Expiration Date and the denominator of
which shall be the product of the number of shares of Common Stock outstanding
(including Purchased Shares but excluding any shares held in the treasury of the
Company) at the Expiration Time multiplied by the Closing Price per share of the
Common Stock on the trading day next succeeding the Expiration Date, such
adjustment (if any) to become effective immediately prior to the opening of
business on the day following the Expiration Date. 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 Rate shall again be adjusted to be
the Conversion Rate 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 a decrease in the Conversion Rate, 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


                                       44


     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
     Price 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 Rate 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 Rate 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 Rate 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 Rate 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 Rate 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 Rate 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 Rate are called for pursuant to this Section 12.05, such


                                       45



     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 adjustments in the Conversion Rate, 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 and
subject to the applicable rules of the Nasdaq National Market, increase the
Conversion Rate of the Notes by any amount for any period of at least 20 days,
if the Board of Directors has made a determination that such increase would be
in the Company's best interests, which determination shall be conclusive and
described in a resolution of the Board of Directors. The increase in Conversion
Rate shall be irrevocable during this period. Whenever the Conversion Rate is
increased pursuant to the preceding sentence, the Company shall mail to the
holders of Notes at his or her last address appearing on the Register of holders
maintained for that purpose a notice of the increase at least 15 days prior to
the date the increased Conversion Rate takes effect, and such notice shall state
the increased Conversion Rate and the period during which it will be in effect.

          (i) With respect to any rights or warrants (the "Rights") that may be
issued or distributed pursuant to any rights plan that the Company implements
after the date of this Indenture (each a "Rights Plan"), in lieu of any
adjustment required by any other provision of this Section 12.05 upon conversion
of the Notes into Common Stock, to the extent that such Rights Plan is in effect
upon such conversion, the holders of Notes will receive, with respect to the
shares of Common Stock issued upon conversion, the Rights described therein
(whether or not the Rights have separated from the Common Stock at the time of
conversion), subject to the limitations set forth in and in accordance with any
such Rights Plan; provided that if, at the time of conversion, however, the
Rights have separated from the shares of Common Stock in accordance with the
provisions of the Rights Plan so that holders would not be entitled to receive
any rights in respect of the shares of Common Stock issuable upon conversion of
the Notes as a result of the timing of the Conversion Date, the Conversion Rate
will be adjusted as if the Company distributed to all holders of Common Stock
Distributed Securities as provided Section 12.05(d),


                                       46



subject to appropriate readjustment in the event of the expiration, termination,
repurchase or redemption of the Rights. Any distribution of rights or warrants
pursuant to a Rights Plan complying with the requirements set forth in the
immediately preceding sentence of this paragraph shall not constitute a
distribution of rights or warrants pursuant to this Section 12.05. Other than as
specified in this clause (i), there will not be any adjustment to the Conversion
Rate as the result of the issuance of any Rights, the distribution of separate
certificates representing such Rights, the exercise or redemption of such Rights
in accordance with any Rights Plan or the termination or invalidation of any
Rights.

          (j) No adjustment in the Conversion Rate 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(j)
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.

          (k) Whenever the Conversion Rate 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 Rate 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 Rate setting forth the
adjusted Conversion Rate and the date on which each adjustment becomes effective
and shall mail such notice of such adjustment of the Conversion Rate to each
holder of Notes 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.

          (l) 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 Note 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.

          (m) 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.

     SECTION 12.06. Effect of Recapitalization, Reclassification, Consolidation,
Merger, Combination, Sale, Lease or Transfer.

          In the event of any (i) recapitalization, 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) 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 or any combination thereof) with respect to or in
exchange for such Common Stock, or (iii) sale, lease or other transfer of the
properties and assets of the Company and its Subsidiaries as an entirety or
substantially as an entirety to


                                       47



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 or any combination thereof) 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 holders of Notes shall thereafter be entitled to convert Notes
into the kind and amount of shares of stock and other securities or property or
assets (including cash or any combination thereof) that such holders would have
owned or otherwise been entitled to receive upon such recapitalization,
reclassification, change, consolidation, merger, combination, sale, lease or
other transfer had such Notes been converted into shares of Common Stock
immediately prior to such recapitalization, reclassification, change,
consolidation, merger, combination, sale, lease or other transfer (subject to
the right of such holder to receive the Make Whole Premium (as defined in
Section 12.11) upon compliance with the provisions of such Section)). In the
event holders of Common Stock have the opportunity to elect the form of
consideration to be received in a recapitalization, reclassification, change,
consolidation, merger combination, sale, lease or other transfer, the Company
will make adequate provision whereby holders of the Notes shall have the
opportunity, on a timely basis, to determine the form of consideration into
which all of the Notes, treated as a single class, shall be convertible. Such
determination shall be based on the blended, weighted average of elections made
by holders of the Notes who participate in such determination and shall be
subject to any limitations to which all of the holders of Common Stock are
subject to, such as pro rata reductions applicable to any portion of the
consideration payable. The Company shall not become party to any such
recapitalization, reclassification, change, consolidation, merger combination,
sale, lease or other transfer unless the terms of such transaction are
consistent with the foregoing. 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, lease or other transfer, 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
recapitalization, reclassification, change, consolidation, merger, combination,
sale, lease or other transfer, 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 Notes 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 Notes 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, leases or other transfers.

          If this Section 12.06 applies to any event or occurrence, Section
12.05 shall not apply.

     SECTION 12.07. Taxes on Shares Issued. The issue of stock certificates on
conversions of Notes 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 Note 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


                                       48



such tax or shall have established to the reasonable satisfaction of the Company
that such tax has been paid.

     SECTION 12.08. 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 the Notes from time to time as such Notes are
presented for conversion.

          Before taking any action which would cause an adjustment increasing
the Conversion Rate to a level such that the Conversion Price would be below the
then par value, if any, of the shares of Common Stock issuable upon conversion
of the Notes, 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 Rate;
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 issued upon
conversion of Notes 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 the Notes 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 the Notes to be so listed and
kept listed.

     SECTION 12.09. Responsibility of Trustee. The Trustee shall not at any time
be under any duty of responsibility to any holders of Notes to determine whether
any facts exist which may require any adjustment of the Conversion Rate, 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 Note; 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 Note 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
Notes upon the conversion of their Notes 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 12.10. Notice to Holders Prior to Certain Actions. If


                                       49


          (a) the Company declares a dividend (or any other distribution) on its
Common Stock (other than in cash out of retained earnings); 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 Notes 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.

     SECTION 12.11. Make Whole Premium Upon a Change of Control.

          If there shall have occurred (a) a transaction described in clause (a)
or (b) of the definition of a Change of Control, or (b) a transaction that, but
for the 105% trading price exception contained in clause (x) of the proviso to
such definition would be a Change of Control, the Company shall pay a "Make
Whole Premium" to the Holders of the Notes who surrender their Notes for
conversion during the period beginning 10 trading days before the anticipated
effective date of the Change of Control transaction (the "Effective Date" which
shall be announced by the Company in any notice or release announcing the
applicable change of control transaction) and ending at the close of business on
the business day immediately preceding the Designated Event Payment Date by
increasing the applicable Conversion Rate for such Notes by a number of
additional shares of Common Stock per $1,000 principal amount of Notes, as
determined by reference to the table below, based on the Effective Date and the
price (the "Stock Price") paid per share of Common Stock in such transaction on
such Effective Date; provided that if the Stock Price or Effective Date are not
set forth on the table: (i) if the actual Stock Price on the Effective Date is
between two Stock Prices on the table or the actual Effective Date is between
two Effective Dates on the table, the Make Whole Premium will be determined by a
straight-line interpolation between the Make Whole Premiums set forth for the
two Stock Prices and the two Effective Dates on the table based on a 365-day
year, as applicable, (ii) if the Stock Price on the Effective Date equals or
exceeds $40 per share, subject to adjustment as set forth herein, no Make Whole
Premium will be paid, and (iii) if the Stock Price on the Effective Date is less
than $11.22 per share, subject to adjustment as set forth herein, no Make Whole
Premium will be paid. If Holders of the Common Stock receive only cash in the
Change of Control transaction, the Stock Price shall be the cash amount paid per
share of the


                                       50



Common Stock in connection with the Change of Control transaction. Otherwise,
the Stock Price shall be equal to the average Closing Prices of the Common Stock
for each of the 10 trading days immediately preceding, but not including, the
applicable Effective Date.



                                                    EFFECTIVE PRICE
  EFFECTIVE   ------------------------------------------------------------------------------------------
    DATE       $11.22   $12.50   $14.00   $15.50  $17.00  $18.50  $20.00  $25.00  $30.00  $35.00  $40.00
  ---------   -------  -------  -------  -------  ------  ------  ------  ------  ------  ------  ------
                                                                 
MAY 25, 2006  20.5677  16.6387  13.2168  10.6959  8.8062  7.3665  6.2563  4.0269  3.0022  2.5173  0.0000
MAY 15, 2007  20.5677  16.6772  12.9928  10.3023  8.3052  6.8009  5.6554  3.4201  2.4602  2.0514  0.0000
MAY 15, 2008  20.5677  16.5738  12.5778   9.6963  7.5875  6.0250  4.8570  2.6771  1.8390  1.5357  0.0000
MAY 15, 2009  20.5677  16.1340  11.7595   8.6685  6.4603  4.8700  3.7198  1.7411  1.1402  0.9687  0.0000
MAY 15, 2010  20.5677  14.8850   9.9807   6.6640  4.4257  2.9246  1.9277  0.5660  0.3959  0.3394  0.0000
MAY 15, 2011  20.5677  11.4411   2.8697   0.0000  0.0000  0.0000  0.0000  0.0000  0.0000  0.0000  0.0000


          The Stock Prices set forth in the first row of the table above (i.e.,
the column headers) will be adjusted as of any date on which the Conversion Rate
of the Securities is adjusted. The adjusted Stock Prices will equal the Stock
Prices applicable immediately prior to such adjustment multiplied by a fraction,
the numerator of which is the Conversion Rate immediately prior to the
adjustment giving rise to the Stock Price adjustment and the denominator of
which is the Conversion Rate as so adjusted. The number of additional shares set
forth in the table above will be adjusted in the same manner as the Conversion
Rate as set forth in Section 12.05 hereof, other than as a result of an
adjustment of the Conversion Rate by adding the Make Whole Premium as described
above.

          For purposes of giving effect to the Make Whole Premium, the
Conversion Price of the Notes following payment of the Make Whole Premium shall
be equal to the product of (a) the Conversion Price immediately prior to payment
of the Make Whole Premium and (b) the fraction obtained by dividing (i) the
Conversion Rate immediately prior to payment of the Make Whole Premium by (ii)
the Conversion Rate immediately after payment of the Make Whole Premium.

          Notwithstanding the foregoing paragraphs, in no event will the total
number of shares of Common Stock issuable upon conversion of a Note exceed
89.1265 per $1,000 principal amount of Notes, subject to proportional adjustment
in the same manner as the Conversion Price as set forth in clauses (a) through
(d) of Section 12.05 hereof.

          By delivering the amount of cash and/or the number of shares of Common
Stock issuable on conversion to the Trustee, the Company will be deemed to have
satisfied its obligation to pay the principal amount of the Notes so converted
and its obligation to pay accrued and unpaid interest attributable to the period
from the most recent Interest Payment Date through the date of conversion (which
amount will be deemed paid in full rather than cancelled, extinguished or
forfeited).


                                       51



          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: /s/ Kenneth T. Joyce
                                            ------------------------------------
                                        Name: Kenneth T. Joyce
                                        Title: Executive Vice President and
                                               Chief Financial Officer


                                        U.S. BANK NATIONAL ASSOCIATION


                                        By: /s/ Susan Freedman
                                            ------------------------------------
                                        Name: Susan Freedman
                                        Title: Vice President



                            EXHIBIT A - FORM OF NOTE

No. 001                                                        CUSIP: __________
$[__________]                                                   ISIN: __________

              2.50% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2011
                             AMKOR TECHNOLOGY, INC.

promises to pay to __________. or registered assigns, the principal sum of
[__________] Dollars ($[__________]) on May 15, 2011.

Interest Payment Dates: May 15 and November 15, commencing November 15, 2006.

Regular Record Dates: May 1 and November 1

Dated:__________


                                       A-1



          IN WITNESS WHEREOF, the Company has caused this Note to be signed
manually or by facsimile by its duly authorized officers and a facsimile of its
corporate seal to be affixed hereto and imprinted hereon.

                                        AMKOR TECHNOLOGY, INC.


                                        By:
                                            ------------------------------------
                                        Name: Kenneth T. Joyce
                                        Title: Executive Vice President and
                                               Chief Financial Officer

This is one of the Notes described in
the within-mentioned Indenture:

U.S. BANK NATIONAL ASSOCIATION,
as Trustee


By:
    ---------------------------------
    Authorized Signatory


                                       A-2



                             AMKOR TECHNOLOGY, INC.

               2.50% CONVERTIBLE SENIOR SUBORDINATED NOTE DUE 2011

          THIS CONVERTIBLE SENIOR SUBORDINATED NOTE IS A GLOBAL SECURITY WITHIN
THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
NAME OF THE DEPOSITORY OR A NOMINEE OF THE DEPOSITORY, WHICH MAY BE TREATED BY
THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS
CONVERTIBLE SENIOR SUBORDINATED NOTE FOR ALL PURPOSES.

          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY 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
CONVERTIBLE SENIOR SUBORDINATED NOTES 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.

          1. INTEREST. Amkor Technology, Inc., a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Note at the
rate per annum shown above. The Company will pay interest semi-annually in
arrears on May 15 and November 15 of each year, beginning November 15, 2006.
Interest on the Notes will accrue from the most recent Interest Payment Date to
which interest has been paid or, if no interest has been paid, from May 26,
2006. Interest, if any, will be computed on the basis of a 360-day year composed
of twelve 30-day months.

          2. METHOD OF PAYMENT. The Company will pay interest on the Notes
(except defaulted interest) to the Person in whose name each Note is registered
at the close of business on the May 1 or November 1 immediately preceding the
relevant Interest Payment Date (each a "Regular Record Date") (other than with
respect to a Note or portion thereof repurchased in connection with a Designated
Event on a repurchase date, during the period from the close of business on a
Regular Record Date to (but excluding) the next succeeding Interest Payment
Date, in which case accrued interest shall be payable (unless such Note or
portion thereof is converted) to the holder of the Note or portion thereof
repurchased in accordance with the applicable repurchase provisions of the
Indenture). Holder must surrender Notes to a Paying Agent to collect principal
payments. The Company will pay the principal of, premium, if any, and interest
on the Notes at the office or agency of the Company maintained for such


                                       A-3



purpose, in money of the United States that at the time of payment is legal
tender for payment of public and private debts. Until otherwise designated by
the Company, the Company's office or agency maintained for such purpose will be
the principal Corporate Trust Office of the Trustee (as defined below). However,
the Company may pay principal, premium, if any, and interest by check payable in
such money, and may mail such check to the holders of the Notes at their
respective addresses as set forth in the Register of holders of Notes.

          3. PAYING AGENT AND REGISTRAR. U.S. Bank National Association
(together with any successor Trustee under the Indenture referred to below, the
"Trustee"), will act as Paying Agent and Registrar. The Company may change the
Paying Agent, Registrar or co-registrar without prior notice. Subject to certain
limitations in the Indenture, the Company or any of its subsidiaries may act in
any such capacity.

          4. INDENTURE. The Company issued the Notes under an Indenture dated as
of May 26, 2006 (the "Indenture") between the Company and the Trustee. The terms
of the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code Sections
77aaa-77bbbb) (the "TIA") as in effect on the Issue Date. The Notes are subject
to, and qualified by, all such terms, certain of which are summarized hereon,
and holders are referred to the Indenture and the TIA for a statement of such
terms. However, to the extent any provision of any Note conflicts with the
express provisions of this Indenture, the provisions of this Indenture shall
govern and be controlling. Capitalized terms not defined below have the same
meaning as is given to them in the Indenture. The Company will furnish to any
holder upon written request and without charge a copy of the Indenture. Requests
may be made to: Chief Financial Officer, Amkor Technology, Inc., 1900 Price
Road, Chandler, Arizona 85248.

          5. DESIGNATED EVENT. Upon a Designated Event, the Company shall make a
Designated Event Offer to repurchase all outstanding Notes at a price equal to
100% of the aggregate principal amount of the Notes, plus accrued and unpaid
interest to, but excluding, the date of repurchase, such offer to be made as
provided in the Indenture. To accept the Designated Event Offer, the holder
hereof must comply with the terms thereof, including surrendering this Note,
with the "Option of Holder to Elect Repurchase" portion hereof completed, to the
Company, a depositary, if appointed by the Company, or a Paying Agent, at the
address specified in the notice of the Designated Event Offer mailed to holders
as provided in the Indenture, prior to termination of the Designated Event
Offer.

          If there shall occur a Designated Event that constitutes a Change of
Control, the Company shall pay a "Make Whole Premium" in certain circumstances
as described in the Indenture.

          6. SUBORDINATION. The Company's payment of the principal of, premium,
if any, and interest on the Notes is subordinated to the prior payment in full
of the Company's Senior Debt as set forth in the Indenture. Each holder of Notes
by his or her acceptance hereof covenants and agrees that all payments of the
principal of, premium, if any, and interest on the Notes by the Company shall be
subordinated in accordance with the provisions of Article XI of the Indenture,
and each holder of Notes accepts and agrees to be bound by such provisions. The
Company agrees, and each holder of Notes by accepting a Note agrees, that the
indebtedness evidenced by the Note is equal in right of payment to the Existing
Pari Passu Indebtedness.

          7. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. As a condition of transfer, the Registrar and the Trustee may
require a holder, among other things, to furnish appropriate endorsements and
transfer documents and the Company may require a holder to pay any taxes and
fees


                                       A-4



required by law or permitted by the Indenture. The Company or the Registrar need
not exchange or register the transfer of any Note or portion of a Notes
submitted for repurchase.

          8. PERSONS DEEMED OWNERS. The registered holder of a Note may be
treated as its owner for all purposes.

          9. AMENDMENTS AND WAIVERS. Subject to certain exceptions, the Company
and the Trustee may amend the Indenture or the Notes with the written consent of
the holders of at least a majority in principal amount of the then outstanding
Notes (including consents obtained in connection with tender offer or exchange
offer for Notes) and any existing default may be waived with the consent of the
holders of a majority in principal amount of the then outstanding Notes.

          The Company and the Trustee may amend the Indenture or the Notes
without notice to or the consent of any holder of a Note for the purposes of:
(i) curing any ambiguity or correcting or supplementing any defective or
inconsistent provision contained in the Indenture or making any other changes in
the provisions of the 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 Notes; (ii)
providing for uncertificated Notes in addition to or in place of certificated
Notes; (iii) evidencing the succession of another Person to the Company and
providing for the assumption by such successor of the covenants and obligations
of the Company thereunder and in the Notes as permitted by Section 5.01 of the
Indenture; (iv) providing for conversion rights and/or repurchase rights of
holders of Notes in the event of consolidation, merger or sale of all or
substantially all of the assets of the Company as required to comply with
Sections 5.01 and/or 12.06 of the Indenture; (v) increasing the Conversion Rate;
(vi) making any changes that would provide the holders of the Notes with any
additional rights or benefits or that does not adversely affect the legal rights
under the Indenture of any such holder; or (vii) complying with the requirements
of the Commission in order to effect or maintain the qualification of the
Indenture under the TIA.

          Without the consent of each holder of a Note affected, an amendment or
waiver under this Section may not (with respect to any Notes held by a
non-consenting holder): (i) reduce the principal amount of Notes whose holders
must consent to an amendment, supplement or waiver; (ii) reduce the principal
of, or change the fixed maturity of any Note; (iii) reduce the rate of, or
change the time for payment of, interest, including defaulted interest, if any,
on any Note; (iv) waive a Default or Event of Default in the payment of
principal of or premium, if any, or interest on the Notes (except a rescission
of acceleration of the Notes by the holders of at least a majority in aggregate
principal amount of the Notes then outstanding and a waiver of the payment
default that resulted from such acceleration); (v) make the principal of, or
premium, if any, or interest on any Note payable in money other than as provided
for in the Indenture and in the Notes; (vi) make any change in the provisions of
the Indenture relating to waivers of past Defaults or Events of Default or the
rights of holders of Notes to receive payments of principal of, premium, if any,
or interest or the Notes; (vii) except as permitted by the Indenture (including
Section 9.01(a) thereof), reduce the Conversion Rate or modify the provisions
contained in the Indenture relating to conversion of the Notes in a manner
adverse to the holders thereof; or (viii) make any change to the abilities of
holders of Notes to enforce their rights under the Indenture or the provisions
of clauses (i) through (vii) above.

          In addition, any amendment to the provisions of Article XI of the
Indenture (that relate to subordination) will require the consent of the holders
of at least 75% in aggregate principal amount of the Notes then outstanding if
such amendment would adversely affect the rights of holders of Notes.

          10. DEFAULTS AND REMEDIES. An "Event of Default" with respect to any
Notes occurs if: (i) the Company defaults in the payment (whether or not such
payment is prohibited by


                                       A-5



the subordination provisions set forth in Article XI of the Indenture) of
principal of, or premium, if any, on the Notes when due at maturity, upon
repurchase, upon acceleration or otherwise; or (ii) the Company defaults in the
payment (whether or not such payment is prohibited by the subordination
provisions set forth in Article XI of the Indenture) of any installment of
interest on the Notes when due, including any interest payable in connection
with a repurchase pursuant to Section 4.06 of the Indenture and continuance of
such default for 30 days or more; or (iii) the Company defaults (other than a
default set forth in clauses (i) and (ii) above and clauses (iv) and (v) below)
in the performance of, or breaches, any other covenant or warranty of the
Company set forth in the Indenture or the Notes 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 Notes; or (iv) the Company defaults in the payment of the
Designated Event Payment in respect of the Notes on the Designated Event Payment
Date, whether or not such payment is prohibited by the subordination provisions
set forth in Article XI of the Indenture; or (v) the Company fails to provide
timely notice of any Designated Event in accordance with Section 4.06 of the
Indenture; or (vi) failure of the Company or failure of any Material Subsidiary
to make any payment at maturity, including any applicable grace period, in
respect of indebtedness for borrowed money of, or guaranteed or assumed by, the
Company or any Material Subsidiary, which payment is in an amount in excess of
$20,000,000, and continuance of such failure for 30 days after notice thereof
from the Trustee or the holders of at least 25% in aggregate principal amount of
the then outstanding Notes; or (vii) default by the Company or default by any
Material Subsidiary with respect to any indebtedness referred to in clause (vi)
above, which default results in the acceleration of any such indebtedness of an
amount in excess of $20,000,000 without such indebtedness having been paid or
discharged or such acceleration having been cured, waived, rescinded or annulled
for 30 days after notice thereof from the Trustee or the holders of at least 25%
in aggregate principal amount of the then outstanding Notes; or (viii) certain
events involving bankruptcy, insolvency or reorganization of the Company or any
Material Subsidiary. If an Event of Default occurs and is continuing, the
Trustee or the holders of at least 25% in principal amount of the then
outstanding Notes may declare the unpaid principal of, premium, if any, and
accrued and unpaid interest, on all Notes then outstanding to be due and payable
immediately, except that in the case of an Event of Default arising from certain
events of bankruptcy, insolvency, or reorganization with respect to the Company
all outstanding Notes become due and payable without further action or notice.
Holders of Notes may not enforce the Indenture or the Notes except as provided
in the Indenture. The Trustee may require an indemnity satisfactory to it before
it enforces the Indenture or the Notes. Subject to certain limitations, holders
of a majority in principal amount of the then outstanding Notes may direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from
holders notice of any continuing default (except a default in payment of
principal, premium, if any, or interest, if applicable) if it determines that
withholding notice is in their interests. The Company must furnish annual
compliance certificates to the Trustee.

          11. TRUSTEE DEALINGS WITH THE COMPANY. The Trustee or any of its
Affiliates, in their individual or any other capacities, may make or continue
loans to or guaranteed by, accept deposits from and perform services for the
Company or its Affiliates and may otherwise deal with the Company or its
Affiliates as if it were not Trustee.

          12. NO RECOURSE AGAINST OTHERS. No director, officer, employee or
stockholder, as such, of the Company shall have any liability for any
obligations of the Company under the Notes or the Indenture or for any claim
based on, in respect of or by reason of such obligations or their creation. Each
holder by accepting a Note waives and releases all such liability. The waiver
and release are part of the consideration for the Notes.

          13. AUTHENTICATION. This Note shall not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent.


                                       A-6



          14. ABBREVIATIONS. Customary abbreviations may be used in the name of
a holder or an assignee, such as: TEN CO = tenants in common, TEN ENT = tenants
by the entireties, JT TEN = joint tenants with right of survivorship and not as
tenants in common, CUST = Custodian and U/G/M/A = Uniform Gifts to Minors Act.

          15. CONVERSION. Subject to and upon compliance with the provisions of
the Indenture, the registered holder of this Note has the right at any time on
or before the close of business on the last trading day prior to the Maturity
Date (or in case this Note or any portion hereof is subject to a duly completed
election for repurchase, on or before the close of business on the Designated
Event Offer Termination Date (unless the Company defaults in payment due upon
repurchase)) to convert each $1,000 principal amount of notes into 66.5589
shares of common stock of the Company ("Common Stock"), as adjusted from time to
time as provided in the Indenture, including with respect to the Make Whole
Premium (the "Conversion Rate"), upon surrender of this Note to the Company at
the office or agency maintained for such purpose (and at such other offices or
agencies designated for such purpose by the Company), accompanied by written
notice of conversion duly executed (and if the shares of Common Stock to be
issued on conversion are to be issued in any name other than that of the
registered holder of this Note by instruments of transfer, in form satisfactory
to the Company, duly executed by the registered holder or its duly authorized
attorney) and, in case such surrender shall be made during the period from the
close of business on the Regular Record Date immediately preceding any Interest
Payment Date through the close of business on the last trading day immediately
preceding such Interest Payment Date, also accompanied by payment, in funds
acceptable to the Company, of an amount equal to the interest, otherwise payable
on such Interest Payment Date on the principal amount of this Note then being
converted, provided, however, that no such payment need be made if the Notes are
surrendered for conversion on or after the final Regular Record Date. Subject to
the aforesaid requirement for a payment in the event of conversion after the
close of business on a Regular Record Date immediately preceding an Interest
Payment Date, no adjustment shall be made on conversion for interest accrued
hereon or for dividends on Common Stock delivered on conversion. The right to
convert this Note is subject to the provisions of the Indenture relating to
conversion rights in the case of certain consolidations, mergers, or sales or
transfers of substantially all the Company's assets.

          The Company shall not issue fractional shares or scrip representing
fractions of shares of Common Stock upon any such conversion, but 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.

          16. DESIGNATED SENIOR DEBT. This Note shall be "Designated Senior
Debt" for purposes of the indentures governing the Company's 5.75% convertible
subordinated notes due 2006, 5.00% convertible subordinated notes due 2007 and
6.25% convertible subordinated notes due 2013.

          GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN
AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT 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


                                       A-7



              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

          The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Definitive Note, or exchanges of a part of
another Global Note or Definitive Note for an interest in this Global Note, have
been made:



                     AMOUNT OF DECREASE IN      AMOUNT OF INCREASE IN     PRINCIPAL AMOUNT OF THIS   SIGNATURE OF AUTHORIZED
                   PRINCIPAL AMOUNT OF THIS   PRINCIPAL AMOUNT OF THIS     GLOBAL NOTE FOLLOWING     SIGNATORY OF TRUSTEE OR
DATE OF TRANSFER          GLOBAL NOTE                GLOBAL NOTE         SUCH INCREASE OR DECREASE          REGISTRAR
- ----------------   ------------------------   ------------------------   -------------------------   -----------------------
                                                                                         




                                       A-8



              FORM OF CONVERSION NOTICE TO: AMKOR TECHNOLOGY, INC.

          The undersigned registered owner of the Note hereby irrevocably
exercises the option to convert this Note, 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 Note, and directs that the shares issuable and deliverable upon the
conversion, together with any check in payment for fractional shares and Notes
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 Note 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 and taxes accompanies this Note.

Dated: ______________________________

Fill in for registration of shares if to be delivered, and Notes 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
Notes are to be delivered, other than to and in the name of the registered
holder(s).]s


                                       A-9



                                 ASSIGNMENT FORM

                  To assign this Note, fill in the form below:
                  (I) or (we) assign and transfer this Note to

      ____________________________________________________________________
               (Insert assignee's social security or tax I.D. no.)

      ____________________________________________________________________

      ____________________________________________________________________

      ____________________________________________________________________
              (Print or type assignee's name, address and zip code)

and irrevocably appoint agent to transfer this Note on the books of the Company.
The agent may substitute another to act for him.


Your Signature: _______________________________________________________
                (Sign exactly as your name appears on the other side of
                this Note)

Date: _______________________________


Medallion Signature Guarantee: __________________________

                      OPTION OF HOLDER TO ELECT REPURCHASE

          If you wish to have this Note repurchased by the Company pursuant to
Section 4.06 of the Indenture, as the case may be, check the Box:

          If you wish to have a portion of this Note purchased by the Company
pursuant to Section 4.06 of the Indenture, state the amount (in multiples of
$1,000): $_____________.


Your Signature: _______________________________________________________
                (Sign exactly as your name appears on the other side of
                this Note)

Date: _______________________________


Medallion Signature Guarantee: __________________________


                                      A-10

                                                                    Exhibit 99.1

             [LETTERHEAD OF WILSON SONSINI GOODRICH & ROSATI, P.C.]

                                  May 26, 2006

Amkor Technology, Inc.
1900 South Price Road
Chandler, AZ 85248

     RE: AMKOR TECHNOLOGY, INC.--REGISTRATION OF $400,000,000 OF ITS 9.25%
         SENIOR NOTES DUE 2016 AND $190,000,000 OF ITS 2.50% CONVERTIBLE SENIOR
         SUBORDINATED NOTES DUE 2011

Ladies and Gentlemen:

     We have acted as special counsel to Amkor Technology, Inc., a Delaware
corporation (the "COMPANY"), and the Company's subsidiary guarantors named in
Schedule I hereto (the "SUBSIDIARY GUARANTORS" and, together with the Company,
the "REGISTRANTS"), in connection with the filing by the Registrants with the
Securities and Exchange Commission (the "COMMISSION") on May 10, 2006 of a
registration statement on Form S-3 (the "REGISTRATION STATEMENT") under the
Securities Act of 1933, as amended (the "SECURITIES ACT"), that is automatically
effective under the Securities Act pursuant to Rule 462(e) promulgated
thereunder. The Registration Statement relates to, among other things, the
proposed issuance and sale, from time to time, by the Company of (i) senior debt
securities issuable pursuant to a Senior Indenture between the Company and U.S.
Bank National Association, as trustee (the "SENIOR INDENTURE") and (ii)
convertible senior subordinated securities issuable pursuant to a Convertible
Senior Subordinated Indenture between the Company and U.S. Bank National
Association, as trustee (the "CONVERTIBLE SENIOR SUBORDINATED INDENTURE"), each
with an indeterminate aggregate principal amount as may at various times be
issued at indeterminate prices, in reliance on Rule 456(b) and Rule 457(r) under
the Securities Act. Pursuant to the prospectus and prospectus supplements, which
comprise part of the Registration Statement, the Company may offer and sell the
Senior Debt Securities and the Convertible Senior Subordinated Debt Securities
from time to time or on a continuous basis.

     Pursuant to the Registration Statement, the Company has issued $400,000,000
of Senior Notes due 2016 (the "SENIOR NOTES") all of which will be sold to
Citigroup Global Markets Inc. (the "UNDERWRITER"), pursuant to that certain
Underwriting Agreement, dated as of May 10, 2006 (the "SENIOR NOTES UNDERWRITING
AGREEMENT"), between the Company and the Underwriter. The Company has also
issued $190,000,000 of Convertible Senior Subordinated Notes due 2011 (the
"CONVERTIBLE SENIOR SUBORDINATED NOTES") all of which will be sold to the
Underwriter, pursuant to that certain Underwriting Agreement, dated as of May
10, 2006 (the "CONVERTIBLE SENIOR SUBORDINATED NOTES UNDERWRITING AGREEMENT" and
together with the Senior Notes Underwriting Agreement, the "UNDERWRITING
AGREEMENTS"), between the Company and the Underwriter.



Amkor Technology, Inc.
May 26, 2006
Page 2


     The Senior Notes are guaranteed by each of the Subsidiary Guarantors
pursuant to guarantees which are included in the Senior Indenture (each, a
"GUARANTEE"). The Registration Statement also covers issuance of the Guarantees
by each of the Subsidiary Guarantors of the Senior Notes. The Senior Notes, the
Convertible Senior Subordinated Notes and the Guarantees have been issued in the
forms set forth in the Senior Indenture and Convertible Senior Subordinated
Indenture, as applicable.

     We have examined the Registration Statement, together with the exhibits
thereto and the documents incorporated by reference therein; the base
prospectus, dated May 10, 2006, together with the documents incorporated by
reference therein, filed with the Registration Statement relating to the
offering of each of the Senior Notes and the Convertible Senior Subordinated
Notes (the "PROSPECTUS"); each preliminary prospectus supplement, dated May 10,
2006, in the form filed with the Commission pursuant to Rule 424(b) of the
Securities Act relating to the offering of each of the Senior Notes and the
Convertible Senior Subordinated Notes; each final prospectus supplement, dated
May 11, 2006, in the form filed with Commission pursuant to Rule 424(b) of the
Securities Act relating to the offering of each of the Senior Notes and the
Convertible Senior Subordinated Notes (collectively, the "PROSPECTUS
SUPPLEMENTS"); the Senior Indenture; the Convertible Senior Subordinated
Indenture, the Senior Notes, the Convertible Senior Subordinated Notes and the
Guarantees. In addition, we have examined such other instruments, documents,
certificates and records which we have deemed relevant and necessary for the
basis of our opinion hereinafter expressed. In such examination, we have assumed
(i) the authenticity of original documents and the genuineness of all
signatures; (ii) the conformity to the originals of all documents submitted to
us as copies; (iii) the truth, accuracy, and completeness of the information,
representations and warranties contained in the records, documents, instruments
and certificates we have reviewed; (iv) all Senior Notes and Convertible Senior
Subordinated Notes 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; (vii) each Underwriting Agreement has
been duly authorized and validly executed and delivered by the parties thereto
(other than the Company and the Subsidiary Guarantors, if applicable); and
(viii) the legal capacity of all natural persons. As to any facts material to
the opinions expressed herein that were not independently established or
verified, we have relied upon oral or written statements and representations of
officers and other representatives of the Company and the Subsidiary Guarantors.

     Members of our firm are admitted to the bar in the State of New York, and
we express no opinion as to any matter relating to laws of any jurisdiction
other than the federal laws of the United States of America, the General
Corporation Law of the State of Delaware (the "DGCL"), the Delaware Limited
Liability Company Act (the "DLLCA"), and the laws of the State of New York, as
such are in effect on the date hereof, and we have made no inquiry into, and we
express no opinion as to, the statutes, regulations, treaties, common laws or
other laws of any other



Amkor Technology, Inc.
May 26, 2006
Page 3


nation, state or jurisdiction. We are not licensed to practice law in the State
of Delaware and, accordingly, our opinions as to the DGCL and DLLCA are based
solely on a review of the official statutes of the State of Delaware and the
applicable provisions of the Delaware Constitution and the reported judicial
decisions interpreting such statues and provisions.

     We express no opinion as to (i) the effect of any bankruptcy, insolvency,
reorganization, arrangement, fraudulent conveyance, moratorium or other similar
laws relating to or affecting the rights of creditors generally, (ii) rights to
indemnification and contribution which may be limited by applicable law or
equitable principles, or (iii) the effect of general principles of equity,
including, without limitation, concepts of materiality, reasonableness, good
faith and fair dealing, the effect of judicial discretion and the possible
unavailability of specific performance, injunctive relief or other equitable
relief, and limitations on rights of acceleration, whether considered in a
proceeding in equity or at law.

     We express no opinion as to the applicability to the obligations of the
Company and the Subsidiary Guarantors (or the enforceability of such
obligations) of Section 548 of the Bankruptcy Code, Article 10 of the New York
Debtor and Creditor Law, or any other provision of law, relating to fraudulent
conveyances, transfers or obligations.

     We express no opinion as to the effect of laws and judicial decisions (i)
which exonerate a surety, if the lender exercises remedies for default that
impair the subrogation rights of the surety against the principal, or otherwise
takes an action which materially prejudices the surety, without obtaining
consent of the surety, (ii) relating to waivers or subordination by a surety of
its subrogation rights against the principal, its contribution rights or other
common law and statutory protection of a surety, or (iii) which limit the
liability of the surety to an amount no greater than the liability of the
principal.

     With regard to our opinion in paragraph 2 below relating to the valid and
binding obligation of the Guarantees by Subsidiary Guarantors incorporated in
states other than Delaware, we have relied, with their respective consent, on
the opinions of Wyrick Robbins Yates & Ponton LLP as to Unitive Electronics,
Inc., Maples and Calder as to Amkor Technology Limited and Ortega, Del Castillo,
Bacorro, Odulio, Calma & Carbonell as to Amkor Technology Philippines, Inc., as
to the existence and corporate power of such Subsidiary Guarantors and the due
authorization of, and the execution and delivery of the Senior Indenture and the
due authorization of, and the corporate power to execute and deliver the
Guarantees by such Subsidiary Guarantors (in all cases, to the extent not
covered by New York law or the General Corporation law of the State of
Delaware).



Amkor Technology, Inc.
May 26, 2006
Page 4


     Based on such examination, we are of the opinion that:

     1. The Senior Notes have been validly issued and constitute valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms, and entitled to the benefits of the applicable
Senior Indenture.

     2. The Guarantees have been validly issued and constitute valid and binding
obligations of the applicable Subsidiary Guarantor, enforceable against such
Subsidiary Guarantor in accordance with their terms, and entitled to the
benefits of the applicable Senior Indenture

     3. The Convertible Senior Subordinated Notes have been validly issued and
constitute valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms, and entitled to the benefits of the
applicable Convertible Senior Subordinated Indenture.

     We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement and to the use of our name wherever it
appears in the Registration Statement, the Prospectus, each Prospectus
Supplement, and in any amendment or supplement thereto. In giving such consent,
we do not believe that we are "experts" within the meaning of such term as used
in the Act or the rules and regulations of the Commission issued thereunder with
respect to any part of the Registration Statement, including this opinion as an
exhibit or otherwise.

                                        WILSON SONSINI GOODRICH & ROSATI
                                        Professional Corporation


                                        /s/ Wilson Sonsini Goodrich & Rosati
                                        ----------------------------------------



                                   SCHEDULE I

                              Subsidiary Guarantors

Amkor International Holding, LLC
Amkor Technology Limited
Amkor Technology Philippines, Inc.
P-Four, LLC
Unitive, Inc.
Unitive Electronics, Inc.

                                                                    Exhibit 99.2

                       [LETTERHEAD OF MAPLES AND CALDER]

Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013

U.S. Bank National Association
One Federal Street, 3rd Floor
Boston MA 02110

26 May 2006

Dear Sirs

AMKOR TECHNOLOGY LIMITED, AN EXEMPTED COMPANY INCORPORATED WITH LIMITED
LIABILITY IN THE CAYMAN ISLANDS (THE "COMPANY")

We act as counsel as to Cayman Islands law to the Company in connection with the
entry by the Company into the Transaction Documents (as defined below).

1    DOCUMENTS REVIEWED

We have reviewed originals, copies, drafts or conformed copies of the following
documents:

1.1  the Certificate of Incorporation dated 26 May 1989, the Certificate of
     Incorporation on Change of Name dated 27 March 1990, the Certificate of
     Incorporation on Change of Name dated 12 October 1993, the Certificate of
     Incorporation on Change of Name dated 2 January 2001 and Memorandum and
     Articles of Association of the Company as registered on 26 May 1989 as
     amended by special resolution on 27 May 1994 and 12 April 2002;

1.2  the written resolutions of the Company dated 9 May 2006;

1.3  a Certificate of Good Standing issued by the Registrar of Companies (the
     "CERTIFICATE OF GOOD STANDING");

1.4  a certificate from a Director of the Company a copy of which is annexed
     hereto (the "DIRECTOR'S CERTIFICATE"); and



1.5  the documents listed in the Schedule hereto;

The documents referred to in the Schedule hereto are collectively referred to as
the "TRANSACTION DOCUMENTS".

2    ASSUMPTIONS

The following opinion is given only as to, and based on, circumstances and
matters of fact existing and known to us on the date of this opinion. This
opinion only relates to the laws of the Cayman Islands which are in force on the
date of this opinion. In giving this opinion we have relied (without further
verification) upon the completeness and accuracy of the Director's Certificate
and the Certificate of Good Standing. We have also relied upon the following
assumptions, which we have not independently verified:

2.1  the Transaction Documents have been or will be authorised and duly executed
     and delivered by or on behalf of all relevant parties (other than the
     Company as a matter of Cayman Islands law) in accordance with all relevant
     laws (other than the laws of the Cayman Islands);

2.2  copy documents, conformed copies or drafts of documents provided to us are
     true and complete copies of, or in the final forms of, the originals;

2.3  all signatures, initials and seals are genuine;

2.4  the power, authority and legal right of all parties under all relevant laws
     and regulations (other than, with respect to the Company, the laws of the
     Cayman Islands) to enter into, execute, deliver and perform their
     respective obligations under the Transaction Documents;

2.5  there is nothing under any law (other than the law of the Cayman Islands)
     which would or might affect the opinions hereinafter appearing.
     Specifically, we have made no independent investigation of the laws of the
     State of New York.

3    OPINIONS

Based upon, and subject to, the foregoing assumptions and the qualifications set
out below, and having regard to such legal considerations as we deem relevant,
we are of the opinion that:

3.1  The Company has been duly incorporated as an exempted company with limited
     liability and is validly existing and in good standing under the laws of
     the Cayman Islands.

3.2  The Company has full power and authority under its Memorandum and Articles
     of Association to enter into, execute and perform its obligations under the
     Transaction Documents.

3.3  The execution and delivery of the Transaction Documents and the performance
     by the Company of its obligations thereunder does not conflict with or
     result in a breach of any of the terms or


     provisions of the Memorandum and Articles of Association of the Company or
     any law, public rule or regulation applicable to the Company in the Cayman
     Islands currently in force.

3.4  The execution, delivery and performance of the Transaction Documents has
     been authorised by and behalf of the Company and, assuming the Transaction
     Documents have been executed and delivered by a signatory of the Company,
     the Transaction Documents have been duly executed and delivered on behalf
     of the Company.

3.5  No authorisations, consents, approvals, licenses, validations or exemptions
     are required by law from any governmental authorities or agencies or other
     official bodies in the Cayman Islands in connection with:

     3.5.1 the creation, execution or delivery of the Transaction Documents by
          the Company;

     3.5.2 subject to the payment of the appropriate stamp duty, enforcement of
          the Transaction Documents against the Company; or

     3.5.3 the performance by the Company of its obligations under any of the
          Transaction Documents.

3.6  Based solely on our inspection of the Grand Court Cause Book for the period
     26 May 1989 to 31 May 1995 and the Register of Writs and Other Originating
     process in the Grand Court of the Cayman Islands there were no actions or
     petitions pending against the Company in the Grand Court of the Cayman
     Islands as at close of business in the Cayman Islands on 24 May 2006.

3.7  It is not necessary to ensure the legality, validity or admissibility in
     evidence of the Transaction Documents that any document be filed, recorded
     or enrolled with any governmental authority or agency or any official body
     in the Cayman Islands.

3.8  The authorised share capital of the Company is 50,000 Shares of US$1 par
     value each, of which 25,601 shares (the "SHARES") have been issued and,
     assuming that the subscription moneys for the Shares have been paid in full
     to the Company in accordance with the Company's Memorandum and Articles of
     Association, the Shares are non assessable and fully paid up. The holder of
     the Shares is Amkor International Holdings which is a subsidiary of Amkor
     Technology Inc.

4    QUALIFICATIONS

The opinions expressed above are subject to the following qualifications:

4.1  To maintain the Company in good standing under the laws of the Cayman
     Islands, annual filing fees must be paid and returns made to the Registrar
     of Companies.

4.2  The obligations of the Company may be subject to restrictions pursuant to
     United Nations sanctions as implemented under the laws of the Cayman
     Islands.



4.3  We make no comment with regard to the references to foreign statutes in the
     Transaction Documents.

We express no view as to the commercial terms of the Transaction Documents or
whether such terms represent the intentions of the parties and make no comment
with regard to the representations that may be made by the Company.

This opinion may be relied upon by the addressees only. It may not be relied
upon by any other person except with our prior written consent.

Yours faithfully


/s/ Maples and Calder
- -------------------------------------
MAPLES and CALDER



                                    SCHEDULE

                              TRANSACTION DOCUMENTS

1.   The Indenture (the "INDENTURE") dated 26 May 2006 between Amkor Technology,
     Inc., US Bank National Association and the Guarantors named therein.

2.   The Notes Guarantee (the "NOTES GUARANTEE") dated 26 May 2006 granted by
     the Company.

                                                                    Exhibit 99.3

    [LETTERHEAD OF ORTEGA, DEL CASTILLO, BACORRO, ODULIO, CALMA & CARBONELL]

                                  May 26, 2006

AMKOR TECHNOLOGY, INC.
1900 South Price Road
Chandler, AZ 85248

     Re: AMKOR TECHNOLOGY, INC. - ISSUANCE OF $400,000,000 OF REGISTERED 9.25%
         SENIOR NOTES DUE 2016

Ladies and Gentlemen:

     We have acted as special counsel to AMKOR TECHNOLOGY PHILIPPINES, INC.
("Guarantor"), a corporate duly organized and existing under Philippine laws and
an indirect subsidiary of Amkor Technology, Inc., a Delaware corporation (the
"Company"), in connection with the filing of a registration statement on Form
S-3ASR (the "Registration Statement") with the Securities and Exchange
Commission (the "Commission") on May 10, 2006, pursuant to which the Company is
offering $400,000,000 aggregate principal amount of its 9.25% Senior Notes due
2016 (the "Notes"). The Registration Statement also covers the guarantee of the
Notes (the "Notes Guarantee") by Guarantor and certain subsidiaries of the
Company set forth on Schedule I hereto (collectively, the "Subsidiary
Guarantors"). The Notes and the Note Guarantee are collectively referred to as
the "Securities."

     The Securities will be issued pursuant to an indenture dated as of May 26,
2006 (the "indenture") among the Company, the Guarantors and U.S. Bank National



Association, as trustee, as contemplated by the Underwriting Agreement, dated as
of May 11, 2006, by and among the Company and Citigroup Global Markets Inc., as
underwriter.

     In rendering the opinions expressed below, we have examined originals or
copies of: (a) the latest Articles of Incorporation and By-Laws of the
Guarantor; (b) the indenture; (c) the Notes; and (d) the Notes Guarantee. We
have also examined copies of such company records of Guarantor and such other
documents as we have deemed necessary or appropriate as a basis for the opinions
set forth below.

     With your permission and without any verification by us, we have assumed
for purposes of rendering the opinions set forth herein the genuineness of all
signatures, the legal capacity of all natural persons to execute and deliver
documents, perform the transaction or to carry out their role in it, the
authenticity and completeness of documents submitted to us as originals and the
completeness and conformity with authentic original documents of all documents
submitted to us as copies, each document has been unconditionally delivered, and
that all documents, books and records made available to us by Guarantor are
accurate and complete.

     As to any facts material to the opinions expressed herein that we did not
independently establish or verify, we have retied upon statements and
representations of officers and other representatives of Guarantor and others
and of public officials.

     Members of our firm are admitted to the bar in the Philippines, and we
express no opinion as to any matter relating to laws of any jurisdiction other
than the laws of the Philippines as such are in effect on the date hereof, and
we have made no inquiry into, and we express no opinion as to, the statutes,
regulations, treaties, common laws or other laws of any other notion, state or
jurisdiction. We express no opinion as to whether the laws of any particular
jurisdiction apply, and no opinion to the extent that the laws of any
jurisdiction other than those identified above are applicable to the subject
matter hereof. We are not rendering any opinion as to compliance with any
federal or state law, rule or regulation relating to securities, or to the sale,
registration or issuance thereof.

     On the basis of the foregoing and in reliance thereon and having regard for
legal considerations which we deem relevant, and subject to the limitations and
qualifications set forth herein, we advise you that in our opinion:

     1. Guarantor is duly incorporated and validly existing in good standing
under the laws of the Philippines;

     2. The Indenture has been duly authorized, executed and delivered by
Guarantor,

     3. The Notes Guarantee has been duly authorized, executed and delivered by
Guarantor, and,



     4. Guarantor has the requisite corporate power to execute, deliver, and
perform its obligations under the Indenture and the Notes Guarantee.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the prospectus farming part of the Registration Statement and any
amendments thereto. Further, we consent to the reliance by Wilson Sonsini
Goodrich & Rosati, Professional Corporation, on this letter in connection with
their opinions regarding the enforceability of the Notes Guarantee against
Guarantor. This opinion letter speaks only at as of its date and is based solely
on the facts and circumstances known to us and as of such date.

                                        Very truly yours,
                                        ORTEGA, DEL CASTILLO, BACORRO ODULIO,
                                        CALMA & CARBONELL


                                        By: /s/ Renato G. Calma
                                            ------------------------------------
                                            RENATO G. CALMA

                                                           and


                                        /s/ Aleli Militsala-Boniol
                                        ----------------------------------------
                                        ALELI MILITSALA-BONIOL

                                                                    Exhibit 99.4

                [LETTERHEAD OF WYRICK ROBBINS YATES & PONTON LLP]

                                  May 26, 2006

Amkor Technology, Inc.
1900 South Price Road
Chandler, Arizona 85248

     Re: AMKOR TECHNOLOGY, INC. - ISSUANCE OF $400,000,000 OF REGISTERED 9.25%
         SENIOR NOTES DUE 2016

Ladies and Gentlemen:

     We have acted as special counsel to Unitive Electronics, Inc., a North
Carolina corporation ("UEI"), in connection with the filing of a registration
statement on Form S-3ASR (the "Registration Statement") with the Securities and
Exchange Commission (the "Commission") on May 10, 2006, pursuant to which Amkor
Technology, Inc., a Delaware corporation (the "Company"), is offering
$400,000,000 aggregate principal amount of its 9.25% Senior Notes due 2016 (the
"Notes"). The Registration Statement also covers the guarantee of the Notes (the
"Notes Guarantee"), by UEI and certain other subsidiaries of the Company set
forth on Schedule I hereto (collectively with UEI, the "Subsidiary Guarantors").
The Notes and the Note Guarantee are collectively referred to as the
"Securities."

     The Securities are being issued pursuant to an indenture, dated as of May
26, 2006 (the "Indenture"), by and among the Company, the Subsidiary Guarantors
and U.S. Bank National Association, as trustee, as contemplated by the
Underwriting Agreement, dated as of May 11, 2006, by and among the Company and
Citigroup Global Markets Inc., as underwriter. All capitalized terms used but
not defined herein shall have the respective meanings assigned to such terms in
the Indenture.

     In rendering the opinions expressed below, we have examined and relied upon
executed originals or copies of the following documents:

          (a)  the Indenture;

          (b)  the Notes executed by the Company and the Subsidiary Guarantors,
               dated as of May 26, 2006;


Amkor Technology, Inc.
May 26, 2006
Page 2


          (c)  the Notes Guarantee executed by the Subsidiary Guarantors, dated
               as of May 26, 2006;

          (d)  the Articles of Incorporation of UEI with amendments thereto, as
               certified by the Secretary of State of the State of North
               Carolina on May 19, 2006, and as certified by the Secretary of
               UEI on the date hereof as being complete, accurate and in effect
               (the "Articles of Incorporation");

          (e)  the Bylaws of UEI, as certified by the Secretary of UEI on the
               date hereof as being complete, accurate and in effect (the
               "Bylaws");

          (f)  certain resolutions of the Board of Directors of UEI adopted
               effective as of May 9, 2006, as certified by the Secretary of UEI
               on the date hereof as being complete, accurate and in effect,
               relating to, among other things, authorization of the Indenture,
               the Notes, the Notes Guarantee and arrangements in connection
               therewith;

          (g)  a certificate of the Secretary of UEI, dated as of the date
               hereof, as to, among other things, the incumbency and signatures
               of certain officers of UEI; and

          (h)  a Certificate of Existence of UEI issued by the Secretary of
               State of the State of North Carolina, dated as of May 19, 2006
               (the "Certificate of Existence").

     The Indenture, the Notes and the Notes Guarantee are sometimes hereinafter
referred to collectively as the "Transaction Documents."

     In our examination of the Transaction Documents and the other documents
referenced in the list above (collectively, the "Documents"), we have further
relied on the following assumptions, the accuracy of which we have not
independently verified.

     (i) All natural persons executing the Transaction Documents have legal
capacity to do so, each signature is genuine, each document submitted to us as
an original is authentic, and each document submitted to us as a copy conforms
to the original which is itself authentic.

     (ii) UEI has delivered each of the Transaction Documents to which it is a
party.

     (iii) Each of the Transaction Documents constitutes a legal, valid and
binding obligation of each party thereto, enforceable against such party in
accordance with its terms.

     (iv) The representations and warranties made by the parties to the
Transaction Documents and pursuant thereto are true and correct.


Amkor Technology, Inc.
May 26, 2006
Page 3


     (v) Each relevant statute, rule, regulation and agency action covered by
this opinion letter is valid and constitutional.

     We have considered such matters of law and fact as we, in our professional
judgment, have deemed appropriate to render the opinions contained herein. As to
matters of fact relevant to the opinions expressed herein, we have relied on the
representations and statements of fact made in the Documents, we have not
independently established the facts so relied on, and we have not made any
investigation or inquiry other than our examination of the Documents. This
opinion letter is given, and all statements herein are made, in the context of
the foregoing. As used in this opinion letter, the phrase "to our knowledge"
means our actual knowledge (that is, the conscious awareness of facts or other
information) of lawyers currently in the firm who have given substantive
attention to representation of UEI in connection with the Transaction Documents.

     Members of our firm are admitted to the bar in the State of North Carolina,
hence the opinions expressed herein are based as to matters of law solely on
applicable provisions of internal North Carolina law, except that we render no
opinion as to any matters pertaining to the rules and regulations of regulatory
agencies or any statutes, ordinances, administrative decisions, rules or
regulations of any political subdivision of the State of North Carolina. We
express no opinion as to any other laws, statutes, ordinances, rules or
regulations.

     On the basis of the foregoing and in reliance thereon, and subject to the
assumptions, exceptions, qualifications, and limitations set forth herein, we
are of the following opinions.

     1. Based solely on our review of the Articles of Incorporation and the
Certificate of Existence, UEI is a corporation duly incorporated and in
existence under the laws of the State of North Carolina.

     2. The Indenture has been duly authorized by all necessary corporate action
and executed by UEI.

     3. The Notes Guarantee has been duly authorized by all necessary corporate
action and executed by UEI.

     4. UEI has the requisite corporate power to execute, deliver, and perform
its obligations under the Indenture and the Notes Guarantee.

     Our opinion is further subject to the following qualifications and
exceptions.

     (A) No opinion is given, either express or implied, as to any document,
agreement, instrument or certificate delivered or to be delivered by UEI other
than the Transaction Documents and, with respect to the Transaction Documents,
only as expressly set forth and qualified and limited herein.


Amkor Technology, Inc.
May 26, 2006
Page 4


     (B) We express no opinion as to the enforceability of any provisions of any
of the Transaction Documents.

     (C) We express no opinion regarding the compliance of UEI with any
financial covenants in any of the Transaction Documents.

     This letter is rendered as of the date hereof, and we assume no obligation
and disclaim all responsibility to update the opinions contained herein to amend
or supplement such opinions if facts come to our attention or changes in the
current law of the jurisdictions mentioned herein occur which could affect such
opinions subsequent to the delivery of this letter. This letter has been
prepared solely for your use in connection with the closing under the Indenture
on the date hereof, and should not be quoted in whole or in part or otherwise be
referred to, nor be filed with or furnished to any governmental agency or other
person or entity, without our prior written consent. However, we hereby consent
to the filing of this opinion as an exhibit to the Registration Statement and to
the reference to our firm under the caption "Legal Matters" in the prospectus
forming part of the Registration Statement and any amendments thereto, if
required. Further, we consent to the reliance by Wilson Sonsini Goodrich &
Rosati, Professional Corporation, on this letter in connection with their
opinions regarding the enforceability of the Notes Guarantee against UEI. This
letter represents a statement of professional judgment and is not the guaranty
of a result.

                                        Very truly yours,


                                        /s/ Wyrick Robbins Yates & Ponton LLP


                                   SCHEDULE I

                              SUBSIDIARY GUARANTORS

Unitive, Inc.

Amkor International Holdings, LLC

P-Four, LLC

Amkor Technology Limited

Amkor Technology Philippines, Inc.

News Release

Amkor Closes Offering of 9.25% Senior Notes Due 2016 and
Associated Tender Offer for 9.25% Senior Notes due 2008;

Also Closes Offering of 2.50% Convertible Senior Subordinated Notes Due 2011

CHANDLER, Ariz. — May 31, 2006 — Amkor Technology, Inc. (Nasdaq: AMKR) today announced that it has closed an offering of $400 million aggregate principal amount of its 9.25% senior notes due 2016 (the “Senior Notes”) together with the associated cash tender offer, dated April 28, 2006 (as supplemented) for its 9.25% senior notes due 2008. As of midnight on May 25, 2006, the expiration date for the tender offer, approximately $352 million aggregate principal amount of Amkor’s 9.25% Senior Notes due 2008 had been tendered, all of which were accepted for payment by Amkor.

Net proceeds of $382 million from the offering of Senior Notes were used to purchase notes that were tendered pursuant to the tender offer, and to pay the related tender premium, accrued and unpaid interest, early tender payment and related fees and expenses. The remaining net proceeds of approximately $11 million will be used to pay other debt obligations and for working capital and general corporate purposes.

Amkor also announced that it has closed an offering of $190 million aggregate principal amount of its 2.50% convertible senior subordinated notes due 2011 (the “Convertible Notes”). Amkor intends to use the net proceeds from the offering of Convertible Notes to redeem, repurchase or otherwise retire a portion (or, if the underwriter exercises its option to purchase additional notes in full, all) of the $200 million aggregate principal amount outstanding of Amkor’s 10.5% senior subordinated notes due 2009 (together with the payment of the related premium, accrued and unpaid interest to and including the redemption date and related fees and expenses). Amkor intends to use any remaining net proceeds from the offering of the Convertible Notes to pay its other debt obligations and for working capital and general corporate purposes.

The Convertible Notes are convertible at any time by the holders thereof into shares of Amkor’s common stock at an initial conversion rate of 68.5589 shares of common stock per $1,000 principal amount of Convertible Notes (which represents an initial conversion price of $14.59 per share), subject to adjustment. As previously announced, Amkor has granted the underwriter, Citigroup Global Markets Inc., an option to purchase up to an additional $28.5 million aggregate principal amount of Convertible Notes, which is exercisable on or prior to June 9, 2006.

“Our repurchase of $352 million in senior notes due 2008, coupled with the scheduled retirement of our outstanding $132 million of convertible notes at maturity on June 1, 2006, marks progress in addressing our intermediate term debt maturities,” said Ken Joyce, Amkor’s chief financial officer. “In connection with the retirement of a portion of the 9.25% senior notes due 2008 in the tender offer, we expect to record a charge, with no net tax effect, of approximately $23 million, or $0.11 per diluted share, in the second quarter of 2006.”

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