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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2001

OR

[ ]  TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER 000-29472

AMKOR TECHNOLOGY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE                                   23-1722724
(STATE OF INCORPORATION)            (I.R.S. EMPLOYER IDENTIFICATION NUMBER)

1345 ENTERPRISE DRIVE
WEST CHESTER, PA 19380
(610) 431-9600
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)

SECURITIES REGISTERED PURSUANT TO SECTION
12(b) OF THE ACT: NONE SECURITIES
REGISTERED PURSUANT TO SECTION 12(g) OF
THE ACT:
COMMON STOCK, $0.001 PAR VALUE

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
filing requirements for the past 90 days. Yes [ X ] No [ ]

The number of outstanding shares of the registrant's Common Stock
as of August 7, 2001 was 161,368,048.

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PART I. FINANCIAL INFORMATION

ITEM 1.        CONSOLIDATED FINANCIAL STATEMENTS

AMKOR TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF INCOME

(IN THOUSANDS, EXCEPT PER SHARE DATA)

FOR THE THREE MONTHS ENDED               FOR THE SIX MONTHS ENDED
JUNE 30,                                 JUNE 30,
------------------------------------     ----------------------------------
2001                2000                 2001               2000
----------------     --------------      ----------------   ---------------
(UNAUDITED)                            (UNAUDITED)

Net revenues.......................................... $        350,169     $       547,036     $        830,792   $     1,101,847
Cost of revenues -- including purchases from ASI......          342,158             407,441              740,996           847,221
----------------     ---------------     ----------------   ---------------
Gross profit..........................................            8,011             139,595               89,796           254,626
----------------     ---------------     ----------------   ---------------
Operating expenses:
Selling, general and administrative.............           51,365              46,884              105,359            88,781
Research and development........................            8,135               4,872               18,637             8,243
Amortization of goodwill and acquired
intangibles...................................           20,573              15,440               42,485            21,802
----------------     ---------------     ----------------   ---------------
Total operating expenses...................           80,073              67,196              166,481           118,826
----------------     ---------------     ----------------   ---------------
Operating income (loss)...............................          (72,062)             72,399              (76,685)          135,800
----------------     ---------------     ----------------   ---------------
Other expense (income):
Interest expense, net...........................           40,411              29,428               85,206            44,857
Foreign currency loss (gain)....................            2,375               1,756                1,065             2,592
Other expense (income), net.....................              (57)               (322)                 111             2,038
----------------     ---------------     ----------------   ---------------
Total other expense........................           42,729              30,862               86,382            49,487
----------------     ---------------     ----------------   ---------------
Income (loss) before income taxes, equity in loss
of investees and minority interest..............         (114,791)             41,537             (163,067)           86,313
Provision (benefit) for income taxes..................          (25,673)              6,230              (30,983)           15,186
Equity in loss of investees...........................          (26,345)             (4,371)             (52,593)           (3,035)
Minority interest.....................................             (828)                --                  (828)              --
----------------     ---------------     ----------------   ---------------
Net income (loss)..................................... $       (116,291)    $        30,936     $       (185,505)  $        68,092
================     ===============     ================   ===============
Per Share Data:
Basic net income (loss) per common share........ $         (0.76)     $          0.21     $         (1.21)   $          0.49
===============      ===============     ===============    ===============
Diluted net income (loss) per common share...... $         (0.76)     $          0.20     $         (1.21)   $          0.47
===============      ===============     ===============    ===============
Shares used in computing basic net income
(loss) per common share.......................          153,950             148,530              153,068           139,701
================     ===============     ================   ===============
Shares used in computing diluted net income
(loss) per common share.......................          153,950             157,617              153,068           148,078
================     ===============     ================   ===============

The accompanying notes are an integral part of these statements.

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AMKOR TECHNOLOGY, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)

JUNE 30,           DECEMBER 31,
2001                 2000
----------------     ---------------
(UNAUDITED)
ASSETS

Current assets:
Cash and cash equivalents.....................................................    $        339,135     $        93,517
Accounts receivable:
Trade, net of allowance for doubtful accounts of $1,838 and $2,426.......             229,192             301,915
Due from affiliates......................................................               2,504               1,634
Other....................................................................               7,898               6,465
Inventories...................................................................              83,801             108,613
Other current assets..........................................................              46,437              36,873
----------------     ---------------
Total current assets................................................             708,967             549,017
----------------     ---------------
Property, plant and equipment, net..................................................           1,453,275           1,478,510
----------------     ---------------
Investments.........................................................................             448,822             501,254
----------------     ---------------
Other assets:
Due from affiliates...........................................................              22,143              25,013
Goodwill and acquired intangibles, net........................................             717,475             737,593
Other.........................................................................             106,080             101,897
----------------     ---------------
845,698             864,503
----------------     ---------------
Total assets........................................................    $      3,456,762     $     3,393,284
================     ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Bank overdraft................................................................    $         13,784     $        25,731
Current portion of long-term debt.............................................              30,272              73,586
Trade accounts payable........................................................             142,375             133,047
Due to affiliates.............................................................               8,829              32,534
Accrued expenses..............................................................             123,606             129,301
Accrued income taxes..........................................................              16,621              52,232
----------------     ---------------
Total current liabilities...........................................             335,487             446,431
Long-term debt  ....................................................................           1,876,219           1,585,536
Other noncurrent liabilities........................................................              58,246              46,483
----------------     ---------------
Total liabilities...................................................           2,269,952           2,078,450
----------------     ---------------
Commitments and contingencies
Minority interest...................................................................               2,406                 --
----------------     ---------------
Stockholders' equity:
Preferred stock...............................................................                 --                  --
Common stock..................................................................                 156                 152
Additional paid-in capital....................................................           1,030,857             975,026
Retained earnings.............................................................             158,381             343,886
Receivable from stockholder...................................................              (3,276)             (3,276)
Accumulated other comprehensive loss..........................................              (1,714)               (954)
----------------     ---------------
Total stockholders' equity..........................................           1,184,404           1,314,834
----------------     ---------------
Total liabilities and stockholders' equity..........................    $      3,456,762     $     3,393,284
================     ===============

The accompanying notes are an integral part of these statements.

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AMKOR TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED)
(IN THOUSANDS)

ADDITIONAL                RECEIVABLE
COMMON STOCK         PAID-IN      RETAINED      FROM
SHARES      AMOUNT      CAPITAL      EARNINGS   STOCKHOLDER
------------------------------------------------------------

Balance at December 31, 1999..................................   130,660  $      131   $ 551,964   $ 189,733   $   (3,276)
Net income.................................................        --          --          --      68,092           --
Unrealized losses on investments,
net of tax..............................................        --          --          --          --           --

Comprehensive income.......................................

Issuance of 20.5 million common stock shares
and 3.9 million common stock warrants...................    20,500          21     409,979          --           --
Issuance of stock through employee
stock purchase plan and stock options...................       382          --       4,684          --           --
Debt conversion............................................       248          --       3,460          --           --
---------  ----------   ---------   ---------   ----------
Balance at June 30, 2000......................................   151,790  $      152   $ 970,087   $ 257,825   $   (3,276)
=========  ==========   =========   =========   ==========

Balance at December 31, 2000..................................   152,118  $      152   $ 975,026   $ 343,886   $   (3,276)
Net income (loss)..........................................        --          --          --    (185,505)          --
Unrealized gains on investments,
net of tax..............................................        --          --          --          --           --
Cumulative translation adjustment..........................        --          --          --          --           --

Comprehensive loss.........................................

Issuance of stock through employee
stock purchase plan and stock options...................       533           1       6,869          --           --
Debt conversion............................................     3,716           3      48,962          --           --
---------  ----------   ---------   ---------   ----------
Balance at June 30, 2001......................................   156,367  $      156   $1,030,857  $ 158,381   $   (3,276)
=========  ==========   ==========  =========   ==========

ACCUMULATED
OTHER
COMPREHENSIVE            COMPREHENSIVE
LOSS        TOTAL        INCOME
----------------------------------------

Balance at December 31, 1999....................................................     $  (811)   $  737,741
Net income...................................................................           --        68,092    $    68,092
Unrealized losses on investments,
net of tax................................................................          (17)          (17)           (17)
-----------
Comprehensive income.........................................................                               $    68,075
===========
Issuance of 20.5 million common stock shares
and 3.9 million common stock warrants.....................................            --      410,000
Issuance of stock through employee
stock purchase plan and stock options.....................................            --        4,684
Debt conversion..............................................................            --        3,460
----------  ----------
Balance at June 30, 2000........................................................     $    (828)  $1,223,960
==========   ==========

Balance at December 31, 2000....................................................     $    (954)  $1,314,834
Net income (loss)............................................................            --     (185,505)   $  (185,505)
Unrealized gains on investments,
net of tax................................................................            --           --             --
Cumulative translation adjustment............................................          (760)        (760)          (760)
-----------
Comprehensive loss...........................................................                               $  (186,265)
===========
Issuance of stock through employee
stock purchase plan and stock options.....................................           --         6,870
Debt conversion..............................................................           --        48,965
----------   ----------
Balance at June 30, 2001........................................................   $   (1,714)   $1,184,404
==========   ==========

The accompanying notes are an integral part of these statements.

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AMKOR TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

FOR THE SIX MONTHS ENDED
2001                 2000
----------------     ---------------
(UNAUDITED)

Cash flows from operating activities:

Net income (loss)........................................................................  $       (185,505)    $        68,092
Adjustments to reconcile net income to net cash provided
by operating activities --
Depreciation and amortization.........................................................           216,586             130,629
Deferred debt issuance costs..........................................................            14,124               2,626
Debt conversion expense...............................................................               --                  272
Provision for accounts receivable.....................................................              (588)                --
Provision for excess and obsolete inventory...........................................            11,628               3,500
Deferred income taxes.................................................................              (155)              1,935
Equity in (income) loss of investees..................................................            52,593               3,035
Loss on sale of fixed assets and investments..........................................             1,522               1,012
Minority interest.....................................................................               828                 --
Changes in assets and liabilities excluding effects of acquisitions --
Accounts receivable...................................................................            73,369             (38,218)
Repurchase of accounts receivable under securitization agreement......................               --              (71,500)
Other receivables.....................................................................            (1,433)              2,363
Inventories...........................................................................            24,014              (2,585)
Due to/from affiliates, net...........................................................           (21,705)              3,947
Other current assets..................................................................            (6,054)            (13,129)
Other noncurrent assets...............................................................             2,875             (10,372)
Accounts payable......................................................................             9,300              62,089
Accrued expenses......................................................................           (25,302)              8,353
Accrued income taxes..................................................................           (35,611)              3,658
Other long-term liabilities...........................................................             3,722               3,473
----------------     ---------------
Net cash provided by operating activities...........................................           134,208             159,180
----------------     ---------------
Cash flows from investing activities:
Purchases of property, plant and equipment...............................................          (112,664)           (288,837)
Acquisition of Amkor Iwate...............................................................            (7,338)                --
Acquisition of K1, K2 and K3, net of cash acquired.......................................               --             (924,548)
Investment in ASI........................................................................               --             (339,000)
Cash held in escrow to fund ASI investment commitment....................................               --             (120,000)
Acquisition of Integra Technologies, LLC.................................................               --               (7,580)
Proceeds from the sale of property, plant and equipment..................................               793                 --
Proceeds from the sale (purchase) of investments.........................................              (161)            136,988
----------------     ---------------
Net cash used in investing activities...............................................          (119,370)         (1,542,977)
----------------     ---------------
Cash flows from financing activities:
Net change in bank overdrafts and short-term borrowings..................................               764               8,574
Net proceeds from issuance of long-term debt.............................................           750,995           1,029,154
Payments of long-term debt...............................................................          (527,440)            (30,386)
Net proceeds from the issuance of 20.5 million common shares in a private equity
offering..............................................................................               --              410,000
Proceeds from issuance of stock through employee stock
purchase plan and stock options.......................................................             6,870               4,684
----------------     ---------------
Net cash provided by financing activities...................................................           231,189           1,422,026
----------------     ---------------
Effect of exchange rate fluctuations on cash and cash equivalents...........................              (409)                --
----------------     ---------------
Net increase (decrease) in cash and cash equivalents........................................           245,618              38,229
Cash and cash equivalents, beginning of period..............................................            93,517              98,045
----------------     ---------------
Cash and cash equivalents, end of period....................................................  $        339,135     $       136,274
================     ===============
Supplemental disclosures of cash flow information: Cash paid during the period
for:
Interest..............................................................................  $         68,899     $        41,531
Income taxes..........................................................................  $           (158)    $         8,255

The accompanying notes are an integral part of these statements.

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AMKOR TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.    INTERIM FINANCIAL STATEMENTS

The consolidated financial statements and related disclosures as of June
30, 2001 and for the three and six months ended June 30, 2001 and 2000 are
unaudited, pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations. In our opinion, these financial statements include all adjustments
(consisting only of normal recurring adjustments) necessary for the fair
presentation of the results for the interim periods. These financial statements
should be read in conjunction with our latest annual report as of December 31,
2000 filed on Form 10-K with the Securities and Exchange Commission. The results
of operations for the three and six months ended June 30, 2001 are not
necessarily indicative of the results to be expected for the full year.

Certain previously reported amounts have been reclassified to conform with
the current presentation.

In July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 141, "Business Combinations," and
SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 addresses
financial accounting and reporting for business combinations and supercedes APB
Opinion No. 16, "Business Combinations." SFAS No. 141 requires the purchase
method of accounting be used for all business combinations initiated after June
30, 2001, and establishes specific criteria for the recognition of intangible
assets separately from goodwill. These provisions are effective for business
combinations for which the date of acquisition is subsequent to June 30, 2001.
SFAS No. 142 addresses the accounting for goodwill and intangible assets
subsequent to their acquisition and eliminates the requirement to amortize
goodwill and long-lived assets with indefinite lives. SFAS No. 142 requires an
annual impairment test be performed to evaluate the carrying value of such
assets. The provisions for SFAS No. 142 will be effective for fiscal years
beginning after December 15, 2001. We are currently evaluating the impact these
pronouncements will have on our financial position or results of operations.

2.    RISKS AND UNCERTAINTIES

Our future results of operations involve a number of risks and
uncertainties. Factors that could affect future operating results and cause
actual results to vary materially from historical results include, but are not
limited to, dependence on the highly cyclical nature of the semiconductor
industry, uncertainty as to the demand from our customers over both the long-and
short-term, competitive pricing and declines in average selling prices we
experience, our dependence on our relationship with Anam Semiconductor, Inc.
(ASI) for all of our wafer fabrication output, the timing and volume of orders
relative to our production capacity, the absence of significant backlog in our
business, availability of manufacturing capacity and fluctuations in
manufacturing yields, the availability of financing, our high leverage and the
restrictive covenants contained in the agreements governing our indebtedness,
our competition, our dependence on international operations and sales, our
dependence on raw material and equipment suppliers, exchange rate fluctuations,
our dependence on key personnel, our difficulties managing our growth, the
enforcement of intellectual property rights by or against us, our need to comply
with existing and future environmental regulations and the results of ASI as it
impacts our financial results.

3.    ACQUISITIONS

In January 2001, Amkor Iwate Corporation commenced operations with the
acquisition of a packaging and test facility at a Toshiba factory located in the
Iwate prefecture in Japan. Amkor Iwate provides packaging and test services to
Toshiba's Iwate factory under a long-term supply agreement. We currently own 60%
of Amkor Iwate and Toshiba owns the balance of the outstanding shares. By
January 2004 we are required to purchase the remaining 40% of the outstanding
shares of Amkor Iwate from Toshiba. The share purchase price will be determined
based on the performance of the joint venture during the three-year period but
cannot be less than 1 billion Japanese yen and cannot exceed 4 billion Japanese
yen. The results of Amkor Iwate have been included in the accompanying
consolidated financial statements since the date of acquisition. Goodwill and
acquired intangibles as of the acquisition date, based on preliminary estimates
of fair value, were $21.9 million and are being amortized on a straight-line
basis over 5 to 10 years. Acquired intangibles include the value of acquired
technology and of a workforce-in-place. We do not expect that the final purchase
price allocation will differ significantly from the preliminary purchase price
allocation.

On May 1, 2000 we completed our purchase of ASI's three remaining
packaging and test factories, known as K1, K2 and K3, for a purchase price of
$950.0 million. In addition we made a commitment to make a $459.0 million equity
investment in ASI. Pursuant to that commitment we made an equity investment in
ASI of $309.0 million on May 1, 2000. We fulfilled the remaining equity
investment

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commitment of $150.0 million in three installments of which $30.0 million was
invested on June 30, 2000, and $60.0 million was invested on each of August 30,
2000 and October 27, 2000. We financed the acquisition and investment with the
proceeds of a $258.8 million convertible subordinated notes offering, a $410.0
million private equity financing, $750.0 million of secured bank debt and
approximately $103 million from cash on hand. As of June 30, 2001, we invested a
total of $500.6 million in ASI and owned 42% of the outstanding voting stock. We
report ASI's results in our financial statements through the equity method of
accounting.

The amount by which the cost of our investment exceeds our share of the
underlying assets of ASI as of the date of our investment is being amortized on
a straight-line basis over a five-year period. The amortization is included in
our consolidated statement of income within equity in income of investees. As of
June 30, 2001, the unamortized excess of the cost of our equity investment in
ASI above our share of the underlying net assets is $136.4 million.

The acquisition of K1, K2 and K3 was accounted for as a purchase.
Accordingly, the results of K1, K2 and K3 have been included in the accompanying
consolidated financial statements since the date of acquisition. Goodwill and
acquired intangibles as of the acquisition date were $555.8 million and are
being amortized on a straight-line basis over a 10 year period. Acquired
intangibles include the value of acquired patent rights and of a
workforce-in-place. The fair value of the assets acquired and liabilities
assumed was approximately $394 million for fixed assets, $9 million for
inventory and other assets, and $9 million for assumed liabilities.

Pro Forma Financial Information for Amkor

The pro forma information below assumes that the May 2000 acquisition of
K1, K2 and K3 occurred at the beginning of 2000. The pro forma adjustments
include a provision for amortization of goodwill and other identified
intangibles, an adjustment of depreciation expense based on the fair market
value of the acquired assets, interest expense on debt issued to finance the
acquisitions and income taxes related to the pro forma adjustments. The pro
forma results are not necessarily indicative of the results we would actually
have achieved if the acquisition had been completed as of the beginning of 2000,
nor are they necessarily indicative of future consolidated results.

FOR THE SIX MONTHS ENDED
June 30,  
-------------------------------------
ACTUAL              PRO FORMA
2001                 2000
----------------     ---------------
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

Net revenues..................................................................   $        830,792     $     1,112,068
Income before income taxes and equity in income
(loss) of investees........................................................          (163,067)             104,788
Net income (loss).............................................................          (185,505)              86,457
Earnings per share:
Basic net income (loss) per common share...................................             (1.21)                0.57
Diluted net income (loss) per common share....................................             (1.21)                0.55

The pro forma adjustments exclude the effects of our investments in ASI.
Had we included pro forma adjustments for the six months ended June 30, 2000
related to our investments in ASI, pro forma net income would have been $83.0
million and pro forma earnings per share on a diluted basis would have been
$0.52.

Financial Information for ASI

The following summary consolidated financial information was derived from
the consolidated financial statements of ASI. ASI's results of operation for the
six months ended June 30, 2000, reflected their packaging and test operations as
discontinued operations. Net income for the six months ended June 30, 2000
includes a $436.8 million gain on sale of K1, K2 and K3, which was eliminated
for purposes of calculating our equity in income of ASI.

SIX MONTHS ENDED
JUNE 30,             JUNE 30,
2001                 2000
----------------     ---------------
(IN THOUSANDS)

SUMMARY INCOME STATEMENT INFORMATION FOR ASI

Net revenues.......................................................     $     70,449         $   157,596
Gross profit (deficit)..............................................         (49,662)             29,264
Loss from continuing operations.....................................         (84,335)            (19,254)
Net income (loss)...................................................         (84,335)            459,310

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JUNE 30,           DECEMBER 31,
2001                 2000
----------------     ---------------
SUMMARY BALANCE SHEET INFORMATION FOR ASI                                                    (IN THOUSANDS)

Cash, including restricted cash and bank deposits...............................$        124,475     $       224,629
Property, plant and equipment, net..............................................         721,074             793,850
Current assets..................................................................         171,643             303,486
Noncurrent assets (including property, plant and equipment).....................         862,749             943,458
Current liabilities.............................................................         131,784             158,910
Total debt and other long-term financing (including current portion)............         283,255             370,976
Noncurrent liabilities (including debt and other long-term financing)...........         225,140             326,708
Total stockholders' equity......................................................         677,468             761,326

4.    INVENTORIES

Inventories consist of raw materials and purchased components that are
used in the semiconductor packaging process. Inventories are located at our
facilities in the Philippines, Korea, Japan and China. Components of inventories
follow:

JUNE 30,           DECEMBER 31,
2001                 2000
----------------     ---------------
(IN THOUSANDS)

Raw materials and purchased components........................   $         75,031     $        99,570
Work-in-process...............................................              8,770               9,043
----------------     ---------------
$         83,801        $    108,613
================     ===============

5.    PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following:

JUNE 30,           DECEMBER 31,
2001                 2000
----------------     ---------------
(IN THOUSANDS)

Land  ....................................................................     $    80,038         $     80,048
Buildings and improvements................................................         450,180             445,785
Machinery and equipment...................................................       1,607,217           1,506,774
Furniture, fixtures and other equipment...................................          89,549              79,691
Construction in progress..................................................          95,002              70,753
----------------     ---------------
2,321,986           2,183,051
Less -- Accumulated depreciation and amortization.........................        (868,711)           (704,541)
----------------     ---------------
$ 1,453,275      $    1,478,510
================     ===============

6.    INVESTMENTS

Investments include equity investments in affiliated companies and
noncurrent marketable securities as follows:

JUNE 30,           DECEMBER 31,
2001                 2000
----------------     ---------------
(IN THOUSANDS)

Equity investments under the equity method:
ASI (ownership of 42%)................................................  $        425,802     $       478,943
Other equity investments (20% - 50% owned)
Taiwan Semiconductor Technology Corporation........................            18,134              17,488
Other..............................................................               787                 664
----------------     ---------------
Total equity investments.........................................           444,723             497,095
Marketable securities classified as available for sale...................             4,099               4,159
----------------     ---------------
$        448,822     $       501,254
================     ===============

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7.    DEBT

Following is a summary of short-term borrowings and long-term debt:

JUNE 30,           DECEMBER 31,
2001                 2000
----------------     ---------------
(IN THOUSANDS)

Secured bank facility:
Term A loan, LIBOR plus 2.75% due March 2005....................................               --              297,500
Term B loan, LIBOR plus 3% due September 2005...................................           223,625             347,375
$200.0 million revolving line of credit, LIBOR plus 2.75% due March 2005........               --               80,000
9.25% Senior notes due May 2006....................................................           425,000             425,000
9.25% Senior notes due February 2008...............................................           500,000                 --
10.5% Senior subordinated notes due May 2009.......................................           200,000             200,000
5.75% Convertible subordinated notes due May 2006..................................           250,000                 --
5.75% Convertible subordinated notes due May 2003..................................               --               50,191
5% Convertible subordinated notes due March 2007...................................           258,750             258,750
Other debt.........................................................................            49,116                 306
----------------     ---------------
1,906,491           1,659,122
Less -- Short-term borrowings and current portion of long-term debt................           (30,272)            (73,586)
----------------     ---------------
$      1,876,219     $     1,585,536
================     ===============

In May 2001, we sold $250.0 million principal amount of our 5.75%
convertible subordinated notes due 2006 in a private placement. The notes are
convertible into Amkor common stock at a conversion price of $35.00 per share.
We used $122.0 million of the $243.0 million of the net proceeds of that
offering to repay amounts outstanding under the Term B loans of our secured bank
facility, and the balance of the net proceeds was available to be used for
general corporate and working capital purposes. In connection with the repayment
in May 2001 of the Term B loans, we expensed $2.3 million of unamortized
deferred debt issuance costs.

In May 2001, we called for the redemption of all of the 5.75% convertible
subordinated notes due May 2003. In anticipation of the redemption,
substantially all of the holders of the convertible notes opted to convert their
notes into Amkor common stock and, accordingly, $50.2 million of the convertible
notes were converted to 3.7 million of our common stock. In connection with the
conversion of the 5.75% convertible subordinated notes due May 2003, $1.2
million of unamortized deferred debt issuance costs was charged to additional
paid-in capital.

In February 2001, we sold $500.0 million principal amount of our 9.25%
senior notes due 2008 in a private placement. We used $387.5 million of the
$490.0 million of the net proceeds of that offering to repay amounts outstanding
under the Term A loans and revolving line of credit of our secured bank
facility, and the balance of the net proceeds was available to be used for
general corporate and working capital purposes. In connection with the repayment
in February 2001 of the Term A loans, we expensed $7.1 million of unamortized
deferred debt issuance costs.

Other debt as of June 30, 2001 included the financing related to Amkor
Iwate's acquisition of a packaging and test facility at a Toshiba factory
located in the Iwate prefecture in Japan.

In connection with our issuance of the 5.75% convertible subordinated
notes due 2006 in May 2001, we incurred debt issuance costs of $7.0 million. In
connection with our issuance of the 9.25% senior notes due 2008 and the
amendment to our secured bank facility in February 2001, we incurred debt
issuance costs of $11.0 million. The debt issuance costs have been deferred and
are being amortized over the life of the associated debt. Deferred debt issuance
costs are included, net of amortization, in other noncurrent assets in the
consolidated balance sheet.

Interest expense related to short-term borrowings and long-term debt is
presented net of interest income of $5.4 million and $8.3 million for the six
months ended June 30, 2001 and 2000, respectively, in the accompanying
consolidated statements of income.

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8.    EARNINGS PER SHARE

SFAS No. 128, "Earnings Per Share," requires dual presentation of basic
and diluted earnings per share on the face of the income statement. Basic EPS is
computed using only the weighted average number of common shares outstanding for
the period while diluted EPS is computed assuming conversion of all dilutive
securities, such as options. As a result of the net loss for the three and six
months ended June 30, 2001, potentially dilutive securities are excluded from
the diluted weighted average shares calculation for the three and six months
ended June 30, 2001 because the result would be antidilutive. The following
table presents a reconciliation of basic and diluted earnings, weighted average
shares and per share amounts for the three and six months ended June 30, 2000:

FOR THE THREE MONTHS ENDED JUNE 30, 2000
---------------------------------------------------------
WEIGHTED
EARNINGS         AVERAGE SHARES          PER SHARE
(NUMERATOR)        (DENOMINATOR)             AMOUNT
-----------       ---------------         ----------
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

Basic earnings per share............................... $         30,936             148,530         $  0.21
Impact of convertible notes............................              606               3,726
Dilutive effect of options
and warrants........................................              --                5,361
----------------     ---------------     --------------
Diluted earnings per share............................. $         31,542             157,617         $   0.20
================     ===============     ==============

FOR THE SIX MONTHS ENDED JUNE 30, 2000
----------------------------------------------------------
WEIGHTED
EARNINGS         AVERAGE SHARES          PER SHARE
(NUMERATOR)        (DENOMINATOR)            AMOUNT
----------------------------------------------------------
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

Basic earnings per share..........................   $         68,092             139,701         $  0.49
Impact of convertible notes.......................              1,190               3,771
Dilutive effect of options
and warrants...................................                --                4,606
----------------     ---------------     --------------
Diluted earnings per share........................   $         69,282             148,078         $  0.47
================     ===============     ==============

9. SEGMENT INFORMATION

In accordance with SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information," we have two reportable segments, packaging
and test services and wafer fabrication services. These segments are managed
separately because the services provided by each segment require different
technology and marketing strategies.

Packaging and Test Services. Through our factories located in the
Philippines, Korea, Japan and China, we offer a complete and integrated set of
packaging and test services including integrated circuit (IC) packaging design,
leadframe and substrate design, IC package assembly, final testing, burn-in,
reliability testing and thermal and electrical characterization.

Wafer Fabrication Services. Through our wafer fabrication services
division, we provide marketing, engineering and support services of ASI's wafer
foundry, under a long-term supply agreement.

We derive a substantial portion of our wafer fabrication revenues from
Texas Instruments (TI). Total net revenues derived from TI accounted for 7.5%
and 15.4% of our consolidated net revenues for the six months ended June 30,
2001 and 2000, respectively. With the commencement of operations of Amkor Iwate
and the acquisition of a packaging and test facility from Toshiba, total net
revenues derived from Toshiba accounted for 14.6% of our consolidated net
revenues for the six months ended June 30, 2001.

The accounting policies for segment reporting are the same as those for our
consolidated financial statements. We evaluate our operating segments based on
operating income. Summarized financial information concerning reportable
segments is shown in the following table. The "Other" column includes the
elimination of inter-segment balances and corporate assets which include cash
and cash equivalents, non-operating balances due from affiliates, investment in
ASI and Taiwan Semiconductor Technology Corporation and other investments.

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PACKAGING             WAFER
AND TEST             FABRICATION        OTHER                TOTAL
-----------------------------------------------------------------------------
(IN THOUSANDS)

Three Months Ended June 30, 2001
Net Revenues............................ $        311,423     $        38,746     $            --      $       350,169
Gross Profit............................            4,089               3,922                  --                8,011
Operating Income (Loss).................          (73,770)              1,708                  --              (72,062)

Three Months Ended June 30, 2000
Net Revenues............................ $        462,677     $        84,359     $            --      $       547,036
Gross Profit............................          131,130               8,465                  --              139,595
Operating Income........................           67,621               4,778                  --               72,399

Six Months Ended June 30, 2001
Net Revenues............................ $        750,836     $        79,956     $            --      $       830,792
Gross Profit............................           82,061               7,735                  --               89,796
Operating Income........................          (79,867)              3,182                  --              (76,685)

Six Months Ended June 30, 2000
Net Revenues............................ $        931,612     $       170,235     $            --      $     1,101,847
Gross Profit............................          237,658              16,968                  --              254,626
Operating Income (Loss).................          125,439              10,361                  --              135,800

Total Assets
June 30, 2001........................... $      2,627,699     $        26,476     $        802,587     $     3,456,762
December 31, 2000.......................        2,732,733              46,231              614,320           3,393,284

The following presents property, plant and equipment, net based on the
location of the asset.

JUNE 30,           DECEMBER 31,
2001                 2000
----------------     ---------------
(IN THOUSANDS)

Property, Plant and Equipment, net
United States..................................................   $   89,793            $  84,351
Philippines....................................................      539,022              579,619
Korea..........................................................      780,260              813,983
Japan..........................................................       36,310                  174
China..........................................................        7,350                   --
Other foreign countries........................................          540                  383
----------------     ---------------
1,453,275          $ 1,478,510
=================    ===============

10.   COMMITMENTS AND CONTINGENCIES

Amkor is involved in various claims incidental to the conduct of our
business. Based on consultation with legal counsel, we do not believe that any
claims, either individually or in the aggregate, to which the company is a party
will have a material adverse effect on our financial condition or results of
operations.

We are disputing certain amounts due under a technology license agreement
with a third party. To date, this dispute has not involved the judicial systems.
We remit to the third party our estimate of amounts due under this agreement.
Depending on the outcome of this dispute, the ultimate payable by us, as of June
30, 2001, could be up to an additional $13.2 million. The third party is not
actively pursuing resolution to this dispute and we have not accrued the
potential additional amount.

11.   SUBSEQUENT EVENTS

In June 2001, we entered into definitive agreements to acquire, in separate
transactions, Taiwan Semiconductor Corporation (TSTC) and Sampo Semiconductor
Corporation (SSC) in Taiwan. The transactions were consummated in July 2001. The
combined purchase

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price of these acquisitions was principally paid with the issuance of 4.9
million shares of our common stock, the assumption of $34.8 million of debt and
approximately $6.0 million of cash consideration, net of acquired cash. Both
transactions have earn-out provisions based in part on the results of each of
the acquisitions. Based on the earn-out provisions, we could be required to
issue an additional 1.8 million shares in January 2002 and may pay additional
cash consideration of approximately $9.0 million in July 2002.

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ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion contains forward-looking statements within the
meaning of the federal securities laws, including but not limited to statements
regarding: (1) the condition of the industry in which we operate, including
demand and selling prices for our services, (2) our anticipated capital
expenditures and financing needs, (3) our belief as to our future operating
performance, (4) statements regarding the future of our relationship with ASI
and (5) other statements that are not historical facts. In some cases, you can
identify forward-looking statements by terminology such as "may," "will,"
"should," "expects," "plans," "anticipates," "believes," "estimates,"
"predicts," "potential," "continue," or the negative of these terms or other
comparable terminology. Because such statements include risks and uncertainties,
actual results may differ materially from those anticipated in such
forward-looking statements as a result of certain factors, including those set
forth in the following discussion as well as in "Risk Factors that May Affect
Future Operating Performance." The following discussion provides information and
analysis of our results of operations for the three and six months ended June
30, 2001 and our liquidity and capital resources. You should read the following
discussion in conjunction with our consolidated financial statements and the
related notes, included elsewhere in this quarterly report as well as the
reports we file with the Securities and Exchange Commission.

INDUSTRY AND BUSINESS OUTLOOK

Amkor is the world's largest independent provider of semiconductor
packaging and test services. The company has built a leading position through:
(i) one of the industry's broadest offerings of packaging and test services,
(ii) expertise in the development and implementation of packaging and test
technology, (iii) long-standing relationships with customers, and (iv) advanced
manufacturing capabilities. We also market the wafer fabrication output provided
by a foundry owned by Anam Semiconductor, Inc. (ASI). The semiconductors that we
package and test for our customers are ultimately components in communications,
computer, industrial, consumer, automotive and military systems.

Our business is tied to market conditions in the semiconductor industry,
which is highly cyclical. Based on industry estimates, from 1978 through 2000,
there were 10 years when semiconductor industry growth was 10% or less and 13
years when growth was 19% or greater. The strength of the semiconductor industry
is dependent primarily upon the strength of the computer and communications
systems markets. Since 1970, the semiconductor industry declined in 1975, 1985,
1996 and 1998. The semiconductor industry began to expand subsequent to the 1998
downturn with a growth rate in revenues of 19% and 36% in 1999 and 2000. The
historical trends in the semiconductor industry are not necessarily indicative
of the results of any future period. The semiconductor industry has weakened
significantly beginning in the fourth quarter of 2000 into 2001. The expected
continued weakness in the semiconductor industry is causing industry analysts to
forecast a decline in the semiconductor industry for 2001 of an estimated 28%.
Our customers have reduced their forecasts as a result of the broad weakness in
the semiconductor industry, uncertainty about end market demand, and excess
inventory across the semiconductor industry supply chain. The significant
uncertainty throughout the industry is hindering the visibility throughout the
supply chain and that lack of visibility makes it difficult to forecast the end
of the weakness in the semiconductor industry. The weaker demand is expected to
continue to adversely impact our results in 2001.

During the current industry downturn, our business strategy has been to
move forward with geographic diversification, invest in next-generation
technology, and enhance our financial flexibility. We commenced operations in
Japan in connection with our joint venture with Toshiba, constructed an assembly
and test facility in China and consummated two acquisitions in Taiwan. We
continue to evaluate additional acquisition and investment opportunities.
Although we have significantly reduced our capital expenditure plans, we are
committed to investing in new technologies primarily to support the development
of our Flip Chip, System-in-Package and high-end BGA capabilities. We raised
$500.0 million of 9.25% senior notes due 2008 and $250.0 million of 5.75%
convertible subordinated notes due 2006. Of the combined net proceeds of $733.0
million, we used $509.5 million to repay amortizing term loans. With the
repayment of the term loans, we eliminated $70.0 million in principal payments
due in 2001. The balance of the net proceeds supports our expansion efforts and
general corporate and working capital purposes. Our cash and cash equivalent
balance as of June 30, 2001 was $339.1 million.

During the second half of the year ended December 31, 2000, we had
significantly increased our operating costs to service the demand we were
experiencing and expecting. Beginning in 2001, we implemented numerous cost
reduction initiatives as a significant part of our financial strategy to
partially mitigate the impact of the industry downturn on our results of
operations and cash flows. Our cost reduction efforts included reducing our
worldwide headcount, reducing compensation levels, shortening work schedules,
improving factory efficiencies, and negotiating cost reductions with our
vendors. 

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We reduced our headcount in the Philippines and Korea by approximately 2,400
employees or 11% from the employment levels at December 31, 2000. Labor costs,
excluding one-time severance costs, in the Philippines and Korea were reduced by
$16.6 million or 18% for the three months ended June 30, 2001 as compared with
the three months ended December 31, 2000. We reduced our administrative
headcount, excluding the effects of acquisitions, by 8% from the employment
levels at December 31, 2000. General, selling and administrative salaries and
compensation, excluding the effects of acquisitions, were reduced by $3.1
million or 16% for the three months ended June 30, 2001 as compared with the
three months ended December 31, 2000. We estimate that for the three months
ended June 30, 2001 we reduced our factory operating costs and administrative
costs, excluding depreciation, materials and the impact of acquisitions and
expansions, by an estimated $28 million and $9 million, respectively, as
compared with the three months ended December 31, 2000. 

Prices for packaging and test services and wafer fabrication services have
declined over time. Historically we have been able to partially offset the
effect of price declines by successfully developing and marketing new packages
with higher prices, such as advanced leadframe and laminate packages,
negotiating lower prices with our material vendors, and driving engineering and
technological changes in our packaging and test processes which resulted in
reduced manufacturing costs. We cannot assure you that we will be able to offset
any such price declines in the future.

The weakness in the semiconductor industry is also adversely affecting the
demand for the wafer output from ASI's foundry. Beginning in the fourth quarter
and continuing into 2001, demand for wafers deteriorated significantly.
Historically we derived a substantial portion of our wafer fabrication service
revenues from Texas Instruments. Wafers sales to Texas Instruments for the six
months ended June 30, 2001 decreased 65.3% as compared with the six months ended
June 30, 2000. We expect, as a result of the weaker demand for the wafer output
from ASI's foundry, our wafer fabrication services results and ASI's operating
results will continue to be adversely impacted in 2001. ASI's results impact us
through our recording of our share of their results in accordance with the
equity method of accounting.

OVERVIEW OF OUR HISTORICAL RESULTS

Financial Impact of Our Acquisition of K1, K2 and K3 and Investment in ASI on
Our Results of Operations

Historically we performed packaging and test services at our factories in
the Philippines and subcontracted for additional services with ASI which
operated four packaging and test facilities in Korea. In May 1999, we acquired
K4, one of ASI's packaging and test facilities, and in May 2000 we acquired
ASI's remaining packaging and test facilities, K1, K2 and K3. With the
completion of our acquisition of K1, K2 and K3, we no longer depend upon ASI for
packaging or test services, but we continue to market ASI's wafer fabrication
services.

There was not a significant change in our revenues as a result of the
acquisition of K1, K2 and K3, because we historically sold substantially all of
the output of those facilities. Our gross margins on sales of services performed
by ASI were set in accordance with supply agreements with ASI and were generally
lower than our gross margins of services performed by our factories in the
Philippines. Effective with our May 2000 acquisition of K1, K2 and K3, we no
longer pay service charges to ASI for packaging and test services. Our gross
margins were favorably impacted by the termination of the supply agreement, but
such favorable impact was partially offset by the additional operating costs
that were previously borne by ASI for K1, K2 and K3 and the amortization of
$555.8 million of goodwill and acquired intangibles over a 10-year period.

Our interest expense increased due to the total debt we incurred to
finance the $950.0 million acquisition of K1, K2 and K3 and our $459.0 million
investment in ASI. Our overall effective tax rate decreased due to a 100% tax
holiday for seven years, with an anticipated expiration in 2006, on K1, K2 and
K3's results of operations. Upon the expiration of the 100% tax holiday, we will
have a 50% tax holiday for three additional years. As of June 30, 2001, we owned
42% of ASI's outstanding voting stock and we report ASI's results in our
financial statements through the equity method of accounting.

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Financial Impact of Our Joint Venture with Toshiba Corporation

As of January 1, 2001, Amkor Iwate Corporation commenced operations with
the acquisition of a packaging and test facility at a Toshiba factory located in
the Iwate prefecture in Japan. Amkor Iwate provides packaging and test services
to Toshiba's Iwate factory under a long-term supply agreement. We currently own
60% of Amkor Iwate and Toshiba owns the balance of the outstanding shares.
Within three years we are required to purchase the remaining 40% of the
outstanding shares of Amkor Iwate from Toshiba. The share purchase price will be
determined based on the performance of the joint venture during the three-year
period but cannot be less than 1 billion Japanese yen and cannot exceed 4
billion Japanese yen.

The results of Amkor Iwate have been included in the accompanying
consolidated financial statements since January 2001. Our revenues increased as
a result of the packaging and test services performed by Amkor Iwate for Toshiba
under the supply agreement. Gross margins as a percentage of net revenues were
negatively impacted given the terms of the supply agreement provide for gross
margins lower than our historical gross margins on services performed by our
other factories. Operating expenses increased as a result of the additional
administrative expenses incurred by Amkor Iwate and the amortization of $21.9
million of goodwill and acquired intangibles over 5 to 10 years. Interest
expense increased as a result of the debt incurred to finance the purchase of
the packaging and test assets from Toshiba.

RESULTS OF OPERATIONS

The following table sets forth certain operating data as a percentage of
net revenues for the periods indicated:

FOR THE THREE MONTHS ENDED                 FOR THE SIX MONTHS ENDED
JUNE 30,                                  JUNE 30,
------------------------------------     ------------------------------------
2001                2000                 2001                 2000
----------------     --------------      ----------------     ---------------
(UNAUDITED)                                  (UNAUDITED)

Net revenues.......................................        100.0%               100.0%               100.0%              100.0%
Gross profit.......................................          2.3                 25.5                 10.8                23.1
Operating income (loss)............................        (20.6)                13.2                 (9.2)               12.3
Income (loss) before income taxes and equity in
income (loss) of investees...................        (32.8)                 7.6                (19.6)                7.8
Net income (loss)..................................        (33.2)                 5.7                (22.3)                6.2

Three Months Ended June 30, 2001 Compared to Three Months Ended June 30, 2000

Net Revenues. Net revenues decreased $196.8 million, or 36.0%, to $350.2
million in the three months ended June 30, 2001 from $547.0 million in the three
months ended June 30, 2000. Packaging and test net revenues decreased 32.7% to
$311.4 million in the three months ended June 30, 2001 from $462.7 million in
the three months ended June 30, 2000. Wafer fabrication net revenues decreased
54.1% to $38.7 million in the three months ended June 30, 2001 from $84.4
million in the three months ended June 30, 2000.

The decrease in packaging and test net revenues, excluding the impact of
acquisitions, was primarily attributable to a 40.3% decrease in overall unit
volumes in the three months ended June 30, 2001 compared to the three months
ended June 30, 2000. This overall unit volume decrease was driven by a 43.2%
unit volume decrease for advanced leadframe and laminate packages and a 37.8%
decrease in our traditional leadframe business as a result of a broad based
decrease in demand for semiconductors. Average selling prices across all product
lines eroded approximately 10% for the three months ended June 30, 2001 as
compared to the three months ended June 30, 2000. Partially offsetting the
decrease in overall unit volumes and average selling price erosion was the
benefit of $49.7 million in net revenues for the three months ended June 30,
2001 related to Amkor Iwate in Japan which commenced operations in January 2001.

The decrease in wafer fabrication net revenues was primarily attributed to
a 59.6% decrease in sales to Texas Instruments in the three months ended June
30, 2001 as compared with the three months ended June 30, 2000.

Gross Profit. Gross profit decreased $131.6 million, or 94.3%, to $8.0
million, or 2.3% of net revenues, in the three months ended June 30, 2001 from
$139.6 million, or 25.5% of net revenues, in the three months ended June 30,
2000. Our cost of revenues consists principally of costs of materials, labor and
depreciation. Because a substantial portion of our costs at our factories is
fixed, significant increases or decreases in capacity utilization rates have a
significant effect on our gross profit.

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Gross margins as a percentage of net revenues were negatively impacted by:

-    Decreasing unit volumes in 2001, which drove a higher manufacturing
cost per unit as a result of our factories' substantial fixed costs;

-    Average selling price erosion across our product lines; and

-    Packaging and test services performed by Amkor Iwate under a long-term
supply agreement with Toshiba that provides for gross margins lower
than our historical gross margins on services performed by our other
factories.

The negative impact on gross margins was partially offset by:

-    The favorable impact of the termination of our supply agreement with
ASI effective with our May 2000 acquisition of K1, K2 and K3. Such
favorable impact was partially offset by the additional operating
costs that were previously borne by ASI for K1, K2 and K3; and

-    Cost reduction initiatives implemented in the first and second quarter
of 2001, the full effect of which will not benefit the company until
the third quarter of 2001.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased $4.5 million, or 9.6%, to $51.4 million, or
14.7% of net revenues, in the three months ended June 30, 2001 from $46.9
million, or 8.6% of net revenues, in the three months ended June 30, 2000. The
increase in these costs was due to:

-    Increased costs related to the commencement of operations of Amkor
Iwate in Japan as well as our operations in China;

-    Increased costs related to our Korean factories primarily as a result
of the assumption of the general and administrative expenses of K1, K2
and K3 following our acquisition in May 2000; and

-    Increased headcount and related personnel costs within our worldwide
sales, engineering support and System-in-Package groups.

The increase in selling, general and administrative expenses was partially
offset by:

-    Reduced compensation related expenses; and

-    Reduced administrative expenses as a result of cost reduction
initiatives.

Research and Development. Research and development expenses increased $3.2
million to $8.1 million, or 2.3% of net revenues, in the three months ended June
30, 2001 from $4.9 million, or 0.9% of net revenues, in the three months ended
June 30, 2000. Increased research and development expenses resulted from the
acquisition of the packaging and test research and development group within ASI
related to the K1, K2 and K3 transaction. Our research and development efforts
support our customers' needs for smaller packages and increased functionality.
We continue to invest our research and development resources to continue the
development of our Flip Chip interconnection solutions, our System-in-Package
technology, that uses both advanced packaging and traditional surface mount
techniques to enable the combination of technologies in a single package, and
our Chip Scale packages that are nearly the size of the semiconductor die.

Amortization of Goodwill and Other Acquired Intangibles. Amortization of
goodwill and other acquired intangibles increased $5.2 million to $20.6 million
from $15.4 million in the three months ended June 30, 2000 principally as a
result of our May 2000 acquisition of K1, K2 and K3 and to our January 2001
acquisition of Amkor Iwate.

Other (Income) Expense. Other expenses increased $11.8 million, to $42.7
million, or 12.2% of net revenues, in the three months ended June 30, 2001 from
$30.9 million, or 5.6% of net revenues, in the three months ended June 30, 2000.
The net increase in other expenses was primarily a result of an increase in net
interest expense of $11.0 million. The increased interest expense resulted from
the financing related to our May 2000 acquisition of K1, K2 and K3 and our
investment in ASI and our 2001 financing activities which are more fully
detailed in our discussion of "Liquidity and Capital Resources." Net interest
expense for the three months ended June 30, 2001 included $2.3 million of
unamortized deferred debt issuance costs expensed in connection with the
repayment in May 2001 of term loans outstanding under our secured bank facility.

16

17
Income Taxes. Our effective tax rate in the three months ended June 30,
2001 and the three months ended June 30, 2000 was 22.4% and 15.0%, respectively.
The increase in the effective tax rate in 2001 was due to operating losses in
jurisdictions with higher corporate income tax rates. The tax returns for open
years are subject to changes upon final examination. Changes in the mix of
income from our foreign subsidiaries, expiration of tax holidays and changes in
tax laws and regulations could result in increased effective tax rates for us in
the future.

Equity in Loss of Investees. Our earnings included our share of losses in
our equity affiliates, principally ASI, in the three months ended June 30, 2001
of $17.5 million and our share of their income in the three months ended June
30, 2000 of $0.6 million. Our earnings also included the amortization of the
excess of the cost of our investment above of our share of the underlying net
assets of $8.9 million and $4.9 million in the three months ended June 30, 2001
and the three months ended June 30, 2000, respectively. Our investment in ASI
increased to 42% as of October 2000 from 40% as of September 2000, 38% as of May
2000 and 18% as of October 1999.

Six months ended June 30, 2001 Compared to Six months ended June 30, 2000

Net Revenues. Net revenues decreased $271.0 million, or 24.6%, to $830.8
million in the six months ended June 30, 2001 from $1,101.8 million in the six
months ended June 30, 2000. Packaging and test net revenues decreased 19.4% to
$750.8 million in the six months ended June 30, 2001 from $931.6 million in the
six months ended June 30, 2000. Wafer fabrication net revenues decreased 53.0%
to $80.0 million in the six months ended June 30, 2001 from $170.2 million in
the six months ended June 30, 2000.

The decrease in packaging and test net revenues, excluding the impact of
acquisitions, was primarily attributable to a 28.7% decrease in overall unit
volumes in the six months ended June 30, 2001 compared to the six months ended
June 30, 2000. This overall unit volume decrease was driven by a 31.4% unit
volume decrease for advanced leadframe and laminate packages and a 26.5%
decrease in our traditional leadframe business as a result of a broad based
decrease in demand for semiconductors. Average selling prices across all product
lines eroded approximately 10% for the six months ended June 30, 2001 as
compared to the six months ended June 30, 2000. Partially offsetting the
decrease in overall unit volumes and average selling price erosion was the
benefit of $108.8 million in net revenues related to the commencement of
operations of Amkor Iwate in Japan in January 2001.

The decrease in wafer fabrication net revenues was primarily attributed to
a 65.3% decrease in sales to Texas Instruments in the six months ended June 30,
2001 as compared with the six months ended June 30, 2000.

Gross Profit. Gross profit decreased $164.8 million, or 64.7%, to $89.8
million, or 10.8% of net revenues, in the six months ended June 30, 2001 from
$254.6 million, or 23.1% of net revenues, in the six months ended June 30, 2000.
Our cost of revenues consists principally of costs of materials, labor and
depreciation. Because a substantial portion of our costs at our factories is
fixed, significant increases or decreases in capacity utilization rates have a
significant effect on our gross profit.

Gross margins as a percentage of net revenues were negatively impacted by:

-    Decreasing unit volumes in 2001, which drove a higher manufacturing
cost per unit as a result of our factories' substantial fixed costs;

-    Average selling price erosion across our product lines; and

-    Packaging and test services performed by Amkor Iwate under a long-term
supply agreement with Toshiba that provides for gross margins lower
than our historical gross margins on services performed by our other
factories.

The negative impact on gross margins was partially offset by:

-    The favorable impact of the termination of our supply agreement with
ASI effective with our May 2000 acquisition of K1, K2 and K3. Such
favorable impact was partially offset by the additional operating
costs that were previously borne by ASI for K1, K2 and K3; and

-    Cost reduction initiatives implemented in the first and second quarter
of 2001, the full effect of which will not benefit the company until
the third quarter of 2001.
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Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased $16.6 million, or 18.7%, to $105.4 million, or
12.7% of net revenues, in the six months ended June 30, 2001 from $88.8 million,
or 8.1% of net revenues, in the six months ended June 30, 2000. The increase in
these costs was due to:

-    Increased costs related to the commencement of operations of Amkor
Iwate in Japan as well as our operations in China;

-    Increased costs related to our Korean factories primarily as a result
of the assumption of the general and administrative expenses of K1, K2
and K3 following our acquisition in May 2000; and

-    Increased headcount and related personnel costs within our worldwide
sales, engineering support and System-in-Package groups.

The increase in selling, general and administrative expenses was partially
offset by:

-    Reduced compensation related expenses; and

-    Reduced administrative expenses as a result of cost reduction
initiatives.

Research and Development. Research and development expenses increased
$10.4 million to $18.6 million, or 2.2% of net revenues, in the six months ended
June 30, 2001 from $8.2 million, or 0.7% of net revenues, in the six months
ended June 30, 2000. Increased research and development expenses resulted from
the acquisition of the packaging and test research and development group within
ASI related to the K1, K2 and K3 transaction. Our research and development
efforts support our customers' needs for smaller packages and increased
functionality. We continue to invest our research and development resources to
continue the development of our Flip Chip interconnection solutions, our
System-in-Package technology, that uses both advanced packaging and traditional
surface mount techniques to enable the combination of technologies in a single
package, and our Chip Scale packages that are nearly the size of the
semiconductor die.

Amortization of Goodwill and Other Acquired Intangibles. Amortization of
goodwill and other acquired intangibles increased $20.7 million to $42.5 million
from $21.8 million in the six months ended June 30, 2000 principally as a result
of our May 2000 acquisition of K1, K2 and K3 and to a lesser extent our January
2001 acquisition of Amkor Iwate.

Other (Income) Expense. Other expenses increased $36.9 million, to $86.4
million, or 10.4% of net revenues, in the six months ended June 30, 2001 from
$49.5 million, or 4.5% of net revenues, in the six months ended June 30, 2000.
The net increase in other expenses was primarily a result of an increase in
interest expense of $40.3 million. The increased interest expense resulted from
the financing related to our May 2000 acquisition of K1, K2 and K3 and our
investment in ASI and our 2001 financing activities which are more fully
detailed in our discussion of "Liquidity and Capital Resources." Net interest
expense for the six months ended June 30, 2001 also included $9.4 million of
unamortized deferred debt issuance costs expensed in connection with the
repayment in February and May 2001 of term loans outstanding under our secured
bank facility.

Other expenses were favorably impacted by a change in foreign currency
gains and losses of $1.5 million for the six months ended June 30, 2001 as
compared with the corresponding period in the prior year. Other expenses were
also favorably impacted by a savings of $1.1 million in accounts receivable
securitization charges as a result of the termination of a securitization
agreement at the end of March 2000.

Income Taxes. Our effective tax rate in the six months ended June 30, 2001
and the six months ended June 30, 2000 was 19.0% and 17.6%, respectively. The
increase in the effective tax rate in 2001 was due to operating losses in
jurisdictions with higher corporate income tax rates. The tax returns for open
years are subject to changes upon final examination. Changes in the mix of
income from our foreign subsidiaries, expiration of tax holidays and changes in
tax laws and regulations could result in increased effective tax rates for us in
the future.

Equity in Loss of Investees. Our earnings included our share of losses in
our equity affiliates, principally ASI, in the six months ended June 30, 2001 of
$34.9 million and our share of their income in the six months ended June 30,
2000 of $5.5 million. Our earnings also included the amortization of the excess
of the cost of our investment above of our share of the underlying net assets of
$17.7 million and $8.5 million in the six months ended June 30, 2001 and the six
months ended June 30, 2000, respectively. Our investment in ASI increased to 42%
as of October 2000 from 40% as of September 2000, 38% as of May 2000 and 18% as
of October 1999.

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LIQUIDITY AND CAPITAL RESOURCES

Our ongoing primary cash needs are for equipment purchases, factory
expansions, interest and principal payments on our debt and working capital, in
addition to acquisitions and investments.

In June 2001, we entered into definitive agreements to acquire, in
separate transactions, Taiwan Semiconductor Corporation and Sampo Semiconductor
Corporation in Taiwan. The transactions were consummated in July 2001. The
combined purchase price of these acquisitions was principally paid with the
issuance of 4.9 million shares of our common stock, the assumption of $34.8
million of debt and approximately $6.0 million of cash consideration, net of
acquired cash. Both transactions have earn-out provisions based in part on the
results of each of the acquisitions. Based on the earn-out provisions, we could
be required to issue an additional 1.8 million shares in January 2002 and may
pay additional cash consideration of approximately $9.0 million in July 2002.

In May 2001, we sold $250.0 million principal amount of our 5.75%
convertible subordinated notes due 2006 in a private placement. The notes are
convertible into Amkor common stock at a conversion price of $35.00 per share.
In February 2001, we sold $500.0 million principal amount of our 9.25% senior
notes due 2008 in a private placement. We used $509.5 million of the combined
net proceeds of $733.0 million to repay amounts outstanding under our secured
bank facilities, which accrued interest at LIBOR plus 2.75% - 3%. The balance of
the net proceeds was available to be used for general corporate and working
capital purposes. With the repayment of the term loans, we eliminated $70.0
million in principal payments due in 2001.

In May 2001, we called for the redemption of all of the 5.75% convertible
subordinated notes due May 2003. In anticipation of the redemption,
substantially all of the holders of the convertible notes opted to convert their
notes into Amkor common stock and, accordingly, $50.2 million of the convertible
notes were converted to 3.7 million of our common stock.

In March 2001 and June 2001, we amended the secured bank facilities to
relax certain of the covenants and to provide us with additional operating
flexibility. As of June 30, 2001, no amounts were drawn under the $200.0 million
revolving line of credit provided within the secured bank facility. As a result
of limitations based on the outstanding accounts receivable, approximately
$130.0 million was available to be drawn under this revolving line of credit at
June 30, 2001.

In January 2001, Amkor Iwate Corporation commenced operations with the
acquisition of a packaging and test facility at a Toshiba factory located in the
Iwate prefecture in Japan. Amkor Iwate provides packaging and test services to
Toshiba's Iwate wafer foundry under a long-term supply agreement. We currently
own 60% of Amkor Iwate and Toshiba owns the balance of the outstanding shares.
Within three years we are required to purchase the remaining 40% of the
outstanding shares of Amkor Iwate from Toshiba. The share purchase price will be
determined based on the performance of the joint venture during the three-year
period but cannot be less than 1 billion Japanese yen and cannot exceed 4
billion Japanese yen. The acquisition of the Toshiba packaging and test
operations in Iwate, Japan by Amkor Iwate was financed by a short-term note
payable to Toshiba of $21.1 million and $47.0 million in other financing from a
Toshiba affiliated financing company.

In June 2001, we completed construction of an assembly and test facility
in Shanghai, China. We continue to qualify several package technologies and
expect to build revenues slowly during the second half of 2001 and more rapidly
in 2002. We principally used underutilized equipment from the Philippines and
Korea to equip the Shanghai facility. We do not expect our Chinese operations to
contribute or utilize significant cash flow during the remainder of 2001.

In May 2000 we completed our purchase of ASI's remaining three packaging
and test factories, known as K1, K2 and K3 for a purchase price of $950.0
million. In connection with our acquisition of K1, K2 and K3 we made an
additional equity investment in ASI of $459.0 million and as of June 30, 2001 we
owned 42% of ASI. We financed the acquisition and investment with the proceeds
of a $258.8 million convertible subordinated notes offering, a $410.0 million
private equity financing, $750.0 million of secured bank debt and approximately
$103 million of cash on hand. In conjunction with the private equity financing,
we issued 20.5 million shares of our common stock in the private equity offering
and granted warrants to purchase 3.9 million additional shares of our common
stock at $27.50 per share.

In connection with the secured bank debt, we terminated, during the second
quarter of 2000, a trade receivables securitization agreement and repaid $71.5
million due under this facility. The securitization agreement represented a
commitment by a commercial financial institution to purchase, with limited
recourse, all right, title and interest in up to $100 million in eligible
receivables. In addition, we repaid $11.4 million of additional secured term
loans.

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We have invested significant amounts of capital to increase our packaging
and test services capacity. During 2000 we constructed our P4 facility in the
Philippines, added capacity in our other factories in the Philippines and Korea
and constructed a new research and development facility in the U.S. During the
six months ended June 30, 2001 and 2000, we made capital expenditures of $112.7
million and $288.8 million, respectively. During the year ended December 31,
2000 we made capital expenditures of $480.1 million. As a result of the current
business conditions, we have significantly reduced our capital expenditure
plans. We expect to spend approximately $150.0 million in total capital
expenditures in 2001, excluding any capital requirements of the companies we
have or expect to acquire in 2001, primarily to support the development of our
Flip Chip, System-in-Package and high-end BGA capabilities.

Covenants in the agreements governing our existing debt, and debt we may
incur in the future, may materially restrict our operations, including our
ability to incur debt, pay dividends, make certain investments and payments and
encumber or dispose of assets. In addition, financial covenants contained in
agreements relating to our existing and future debt could lead to a default in
the event our results of operations do not meet our plans. A default under one
debt instrument may also trigger cross-defaults under our other debt
instruments. An event of default under any debt instrument, if not cured or
waived, could have a material adverse effect on us. As a result of the continued
weakness in the semiconductor industry, in June 2001 we amended our existing
credit facility to relax certain of the financial covenants. However, if the
weakness in the semiconductor industry and for our services continues, we can
not give assurance that we will be able to remain in compliance with our
financial covenants. In the event of default, we may not be able to cure the
default or obtain a waiver, and our operations could be significantly disrupted
and harmed.

Net cash provided by operating activities during the six months ended June
30, 2001 and 2000 was $134.2 million and $159.2 million, respectively. Net cash
used in investing activities during the six months ended June 30, 2001 and 2000
was $119.4 million and $1,543.0 million, respectively. Net cash provided by
financing activities during the six months ended June 30, 2001 and 2000 was
$231.2 million and $1,422.0 million, respectively.

The continued weakness in demand expected in 2001 for packaging, test and
wafer fabrication services will adversely affect our results and cash flows from
operations. We have undertaken a variety of measures to reduce our operating
costs including reducing our worldwide headcount, reducing compensation levels,
shortening work schedules, improving factory efficiencies, and negotiating cost
reductions with our vendors. We expect to continue to evaluate our existing
operations and investments. Additionally, we are pursuing business combination
opportunities to diversify our geographic operations and expand our customer
base. We will continue to evaluate the recorded value of our investments and
long-lived assets for potential impairment as a result of industry conditions or
changes in our business strategy.

We believe that our existing cash balances, available credit lines, cash
flow from operations and available equipment lease financing will be sufficient
to meet our projected capital expenditures, debt service, working capital and
other cash requirements for at least the next twelve months. We may require
capital sooner than currently expected. We cannot assure you that additional
financing will be available when we need it or, if available, that it will be
available on satisfactory terms. In addition, the terms of the secured bank
facility, senior notes and senior subordinated notes significantly reduce our
ability to incur additional debt. Failure to obtain any such required additional
financing could have a material adverse effect on our company.

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RISK FACTORS THAT MAY AFFECT FUTURE OPERATING PERFORMANCE

In addition to the factors discussed elsewhere in this form 10-Q and in
our report on Form 10-K for the year ended December 31, 2000 and our other
reports filed with the Securities and Exchange Commission, the following are
important factors which could cause actual results or events to differ
materially from those contained in any forward looking statements made by or on
behalf of Amkor.

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

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

CONDITIONS IN THE SEMICONDUCTOR INDUSTRY HAVE WEAKENED SIGNIFICANTLY AND COULD
REMAIN WEAK OR WORSEN -- WE HAVE BEEN, AND MAY CONTINUE TO BE, AFFECTED BY THESE
TRENDS.

The semiconductor industry has weakened significantly recently and conditions
are expected to remain weak during 2001. The significant uncertainty throughout
the industry related to market demand is hindering the visibility throughout the
supply chain and that lack of visibility makes it difficult to forecast the end
of the weakness in the semiconductor industry. There can be no assurance that
overall industry conditions will not weaken further or last longer than we
currently expect, or what impact such a further or prolonged weakening would
have on our business.

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

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

-    the cyclical nature of both the semiconductor industry and the markets
addressed by end-users of semiconductors,
-    the short-term nature of our customers' commitments, timing and volume
of orders relative to our production capacity,
-    changes in our capacity utilization,
-    evolutions in the life cycles of our customers' products,
-    rescheduling and cancellation of large orders,
-    erosion of packaging selling prices,
-    fluctuations in wafer fabrication service charges paid to ASI,
-    changes in costs, availability and delivery times of raw materials and
components and changes in costs and availability of labor,
-    fluctuations in manufacturing yields,
-    changes in product mix,
-    timing of expenditures in anticipation of future orders,
-    availability and cost of financing for expansion,
-    ability to develop and implement new technologies on a timely basis,
-    competitive factors,
-    changes in effective tax rates,
-    loss of key personnel or the shortage of available skilled workers,
-    international political or economic events,
-    currency and interest rate fluctuations,
-    environmental events, and
-    intellectual property transactions and disputes.

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

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

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

We report ASI's financial results in our financial statements, and if ASI
encounters financial difficulties, our financial performance could suffer. As of
June 30, 2001 we owned approximately 42% of ASI's outstanding voting stock.
Accordingly, we report ASI's financial results in our financial statements
through the equity method of accounting. If ASI's results of operations are
adversely affected for any reason (including as a result of losses at its
consolidated subsidiaries and equity investees), our results of operations will
suffer as well. Financial or other problems affecting ASI could also lead to a
complete loss of our investment in ASI. Our wafer fabrication business may
suffer if ASI reduces its operations or if our relationship with ASI is
disrupted.

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

The weakness in the semiconductor industry is also adversely affecting the
demand for the wafer output from ASI's foundry. Beginning in the fourth quarter
and continuing into 2001, demand for wafers deteriorated significantly. We
expect, as a result of the weaker demand for the wafer output from ASI's
foundry, our wafer fabrication services results and ASI's operating results will
continue to be adversely impacted in 2001.

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

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

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

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

-    regulatory limitations imposed by foreign governments;
-    fluctuations in currency exchange rates;
-    political risks;
-    disruptions or delays in shipments caused by customs brokers or
government agencies;
-    unexpected changes in regulatory requirements, tariffs, customs,
duties and other trade barriers;
-    difficulties in staffing and managing foreign operations; and
-    potentially adverse tax consequences resulting from changes in tax
laws.

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MANAGEMENT OF GROWTH -- WE FACE CHALLENGES AS WE INTEGRATE NEW AND DIVERSE
OPERATIONS AND TRY TO ATTRACT QUALIFIED EMPLOYEES TO SUPPORT OUR EXPANSION
PLANS.

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

In order to manage our growth, we must continue to implement additional
operating and financial systems and controls. For example, we currently are in
the process of implementing a new management enterprise resource planning
system. If we fail to successfully implement such systems and controls in a
timely and cost-effective manner as we grow, our business and financial
performance could be materially adversely affected.

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

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

Our wafer fabrication business depends significantly upon Texas Instruments. An
agreement with ASI and Texas Instruments requires Texas Instruments to purchase
from us at least 40% of the capacity of ASI's wafer fabrication facility, and
under certain circumstances, Texas Instruments has the right to purchase from us
up to 70% of this capacity. From time to time, Texas Instruments has failed to
meet its minimum purchase obligations, and we cannot assure you that Texas
Instruments will meet its purchase obligations in the future. If Texas
Instruments fails to meet its purchase obligations, our company's and ASI's
businesses could be harmed. The capacity utilization of ASI's wafer foundry has
decreased significantly in 2001 as a result of the weakness in the semiconductor
industry. Texas Instruments as of the date of this filing was not meeting the
minimum purchase commitment and we along with ASI negotiated a resolution of the
shortfall with Texas Instruments to partially offset the decrease in demand.

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

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

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

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

The complexity and breadth of both semiconductor packaging and test services and
wafer fabrication are rapidly changing. As a result, we expect that we will need
to offer more advanced package designs and new wafer fabrication technology in
order to respond to competitive industry conditions and customer requirements.
Our success depends upon the ability of our company and ASI to develop and
implement new manufacturing processes and package design technologies. The need
to develop and maintain advanced packaging

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and wafer fabrication capabilities and equipment could require significant
research and development and capital expenditures in future years. In addition,
converting to new package designs or process methodologies could result in
delays in producing new package types or advanced wafer designs that could
adversely affect our ability to meet customer orders.

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

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

The independent semiconductor packaging and test market is very competitive.
This sector is comprised of 13 principal companies. We face substantial
competition from established packaging and test service providers primarily
located in Asia, including companies with significant manufacturing capacity,
financial resources, research and development operations, marketing and other
capabilities. These companies also have established relationships with many
large semiconductor companies that are current or potential customers of our
company. On a larger scale, we also compete with the internal semiconductor
packaging and test capabilities of many of our customers.

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

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

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

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

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

As of July 31, 2001, we held 103 U.S. patents, we had 234 pending patents and we
were preparing an additional 37 patent applications for filing. In addition to
the U.S. patents, we held 516 patents in foreign jurisdictions. We expect to
continue to file patent applications when appropriate to protect our proprietary
technologies, but we cannot assure you that we will receive patents from pending
or future applications. In addition, any patents we obtain may be challenged,
invalidated or circumvented and may not provide meaningful protection or other
commercial advantage to us.

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

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

-    discontinue the use of certain processes;
-    cease the manufacture, use, import and sale of infringing products;
-    pay substantial damages;
-    develop non-infringing technologies; or
-    acquire licenses to the technology we had allegedly infringed.

Our business, financial condition and results of operations could be materially
and adversely affected by any of these negative developments.

In addition, Texas Instruments has granted ASI very limited licenses under
certain technology agreements, including a license under Texas Instruments'
trade secret rights to use Texas Instruments' technology in connection with
ASI's provision of wafer fabrication services. However, Texas Instruments has
not granted ASI a license under Texas Instruments' patents to manufacture
semiconductor wafers for third parties. Furthermore, Texas Instruments has
reserved the right to bring infringement claims against our customers or
customers of ASI with respect to semiconductor wafers purchased from us or ASI.
Such customers and others could in turn subject us or ASI to litigation in
connection with the sale of semiconductor wafers produced by ASI.

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

As of July 31, 2001, Mr. James Kim and members of his family beneficially owned
approximately 48% of our outstanding common stock. Mr. James Kim's family,
acting together, will substantially control all matters submitted for approval
by our stockholders. These matters could include:

-    the election of all of the members of our Board of Directors;
-    proxy contests;
-    approvals of transactions between our company and ASI or other
entities in which Mr. James Kim and members of his family have an
interest, including transactions which may involve a conflict of
interest;
-    mergers involving our company;
-    tender offers; and
-    open market purchase programs or other purchases of our common stock.

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

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

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

-    increase our vulnerability to general adverse economic and industry
conditions;
-    limit our ability to fund future working capital, capital
expenditures, research and development and other general corporate
requirements;
-    require us to dedicate a substantial portion of our cash flow from
operations to service payments on our debt;
-    limit our flexibility to react to changes in our business and the
industry in which we operate;
-    place us at a competitive disadvantage to any of our competitors that
have less debt; and
-    limit, along with the financial and other restrictive covenants in our
indebtedness, among other things, our ability to borrow additional
funds.

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STOCK PRICE VOLATILITY

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

-    actual or anticipated quarter-to-quarter variations in operating
results;
-    announcements of technological innovations or new products and
services by Amkor or our competitors;
-    general conditions in the semiconductor industry;
-    changes in earnings estimates or recommendations by analysts;
-    developments affecting ASI; and
-    or other events or factors, many of which are out of our control.

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our company is exposed to market risks, primarily related to foreign
currency and interest rate fluctuations. In the normal course of business, we
employ established policies and procedures to manage the exposure to
fluctuations in foreign currency values and changes in interest rates.

Foreign Currency Risks

Our company's primary exposures to foreign currency fluctuations are
associated with transactions and related assets and liabilities denominated in
Philippine pesos, Korean won and Japanese yen. The objective in managing these
foreign currency exposures is to minimize the risk through minimizing the level
of activity and financial instruments denominated in pesos, won and yen.

At June 30, 2001, the peso-based financial instruments primarily consisted
of cash, non-trade receivables, deferred tax assets and liabilities, non-trade
payables, accrued payroll, taxes and other expenses. Based on the portfolio of
peso-based assets and liabilities at June 30, 2001, a 20% increase in the
Philippine peso to U.S. dollar exchange rate would result in a decrease of
approximately $3.5 million, in peso-based net assets.

At June 30, 2001, the won-based financial instruments primarily consisted
of cash, non-trade receivables, non-trade payables, accrued payroll, taxes and
other expenses. Based on the portfolio of won-based assets and liabilities at
June 30, 2001, a 20% increase in the Korean won to U.S. dollar exchange rate
would result in a decrease of approximately $3.5 million, in won-based net
assets.

At June 30, 2001, the yen-based financial instruments primarily consisted
of cash, non-trade receivables, accrued payroll taxes, debt and other expenses.
Based on the portfolio of yen-based assets and liabilities at June 30, 2001, a
20% decrease in the Japanese yen to U.S. dollar exchange rate would result in an
increase of approximately $13.1 million, in yen-based net liabilities.

Interest Rate Risks

Our company has interest rate risk with respect to our long-term debt. As
of June 30, 2001, we had a total of $1,906.5 million debt of which 87.6% was
fixed rate debt and 12.4% was variable rate debt. Our variable rate debt
principally consisted of short-term borrowings and amounts outstanding under our
secured bank facilities that included term loans and a $200.0 million revolving
line of credit of which no amounts were drawn as of June 30, 2001. The fixed
rate debt consisted of senior notes, senior subordinated notes, convertible
subordinated notes and foreign debt. Changes in interest rates have different
impacts on our fixed and variable rate portions of our debt portfolio. A change
in interest rates on the fixed portion of the debt portfolio impacts the fair
value of the instrument but has no impact on interest incurred or cash flows. A
change in interest rates on the variable portion of the debt portfolio impacts
the interest incurred and cash flows but does not impact the fair value of the
instrument. The fair value of the convertible subordinated notes is also
impacted by the market price of our common stock.

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The table below presents the interest rates, maturities and fair value of
our fixed and variable rate debt as of June 30, 2001.

YEAR ENDING DECEMBER 31,
---------------------------------------------------------------------------
2001           2002           2003            2004           2005
-------------   ------------   -------------  -------------   -------------

Long-term debt:
Fixed rate debt         $       6,842   $     14,103   $      15,224             --              --
Average interest rate            4.0%           4.0%            4.0%

Variable rate debt      $      14,527   $      3,500   $       3,556   $    106,676    $    108,313
Average interest rate            1.7%           7.0%            7.1%           7.0%            7.0%

FAIR
THEREAFTER        TOTAL           VALUE
-------------   -------------  -------------
Long-term debt:

Fixed rate debt           $   1,633,750   $   1,669,919  $   1,545,892
Average interest rate              8.2%            8.1%

Variable rate debt                  --    $     236,572  $     236,572
Average interest rate                              6.7%

Equity Price Risks

Our outstanding 5.75% convertible subordinated notes due 2006 and 5%
convertible subordinated notes due 2007 are convertible into common stock at
$35.00 per share and $57.34 per share, respectively. We intend to repay our
convertible subordinated notes upon maturity, unless converted. If investors
were to decide to convert their notes to common stock, our future earnings would
benefit from a reduction in interest expense. If we induced such conversion, our
earnings could include an additional charge.

PART II. OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

On May 18, 2001, we issued $250.0 million of principal of 5.75%
convertible subordinated notes due 2006 (the "Notes") to a group of initial
purchasers. The Notes were issued in reliance on Rule 144A promulgated under the
Securities Act of 1933, as amended. The Notes are convertible into our common
stock at the option of the holder at any time prior to maturity at a conversion
price of $35.00 per share. The Notes are subordinated in right of payment to all
of our existing and future senior debt. We used $122.0 million of the $243.0
million of the net proceeds of the offering to repay amounts outstanding under
the Term B loans of our secured bank facility, and the balance of the net
proceeds was available to be used for general corporate and working capital
purposes.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS

At Amkor Technology, Inc.'s Annual Meeting of Stockholders held on June
25, 2001 the following proposals were adopted by the margins indicated.

1.    To elect a Board of Directors to hold office until the next Annual Meeting
of Stockholders or until their respective successors have been elected or
appointed.

NUMBER OF SHARES
VOTED FOR            WITHHELD
---------            --------

James J. Kim...........................................    132,890,911           2,066,835
John N. Boruch.........................................    132,885,662           2,072,084
Winston J. Churchill...................................    134,885,362              72,384
Thomas D. George.......................................    134,885,512              72,234
George K. Hinckley.....................................    134,885,222              72,524
Juergen Knorr..........................................    134,881,836              75,910
John B. Neff...........................................    134,882,106              75,640

2.    To ratify the appointment of the accounting firm of PricewaterhouseCoopers
LLP as independent auditors for the company for the current year. Votes
totaled 134,910,733 for, 21,679 against and 25,334 abstain.

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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)        The following exhibits are filed as part of this report:

EXHIBIT
NUMBER         DESCRIPTION OF EXHIBIT
-------        ----------------------
4.1      Convertible Subordinated Notes Indenture dated as of May 25, 2001
between the Registrant and State Street Bank and Trust Company, as
trustee, including the form of the 5.75% Convertible Subordinated Notes
due 2006.

4.2      Registration Rights Agreement between the Registrant and Initial
Purchasers named therein dated as of May 25, 2001.

4.3      Amended and restated credit agreement dated as of March 30, 2001
between the Registrant and the Initial Lenders and Initial Issuing
Banks and Salomon Smith Barney Inc., Citicorp USA, Inc. and Deutsche
Banc Alex. Brown, Inc.

4.4      Amendment No. 1 to the Amended and restated credit agreement dated as
of March 30, 2001 between the Registrant and the Initial Lenders and
Initial Issuing Banks and Salomon Smith Barney Inc., Citicorp USA, Inc.
and Deutsche Banc Alex. Brown, Inc.

12.1     Computation of Ratio of Earnings to Fixed Charges

(b)  REPORTS ON FORM 8-K

We filed with the Securities and Exchange Commission the following reports
on Form 8-K during the quarterly period ended June 30, 2001:

Current Report on Form 8-K dated March 30, 2001 (filed April 2, 2001)
related to the consolidated financial statements of Anam Semiconductor, Inc. and
its subsidiaries as of and for each of the three years ended December 31, 2000
filed pursuant to rule 3-09 of Regulation S-X

Current Report on Form 8-K dated April 26, 2001 (filed May 3, 2001) related
to a press release dated April 26, 2001 announcing our financial results for the
first quarter ended March 31, 2001.

Current Report on Form 8-K dated May 11, 2001 (filed May 11, 2001) related
to a press release dated May 11, 2001 announcing our intent to redeem all of our
company's 5.75% convertible subordinated notes due 2003.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.

AMKOR TECHNOLOGY, INC.

By:  /s/ KENNETH T. JOYCE
___________________________________
Kenneth T. Joyce
Chief Financial Officer
(Principal Financial, Chief
Accounting Officer and Duly
Authorized Officer)

Date:  August 14, 2001

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1
Exhibit 4.1

EXECUTION COPY

AMKOR TECHNOLOGY, INC.

AND

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

STATE STREET BANK AND TRUST COMPANY

AS TRUSTEE

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

$250,000,000

5.75% Convertible Subordinated Notes due 2006*

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

INDENTURE

Dated as of May 25, 2001

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

-----------------------------
* Plus an over-allotment option to purchase up to $50,000,000 principal amount
of 5.75% Convertible Subordinated Notes due 2006.

2

THIS INDENTURE, dated as of May 25, 2001, is between Amkor
Technology, Inc., a Delaware corporation (the "Company"), and State Street Bank
and Trust Company, a trust company duly organized and existing under laws of the
Commonwealth of Massachusetts (the "Trustee"). The Company has duly authorized
the creation of its 5.75% Convertible Subordinated Notes due 2006 (the
"Convertible Subordinated Notes") and to provide therefor 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 Convertible Subordinated
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" means, when used with reference to any Person, any
other Person directly or indirectly controlling, controlled by, or under direct
or indirect common control of, the referent Person. For the purposes of this
definition, "control" when used with respect to any specified Person means the
power to direct or cause the direction of management or policies of the referent
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise. The terms "controlling" and "controlled"
have meanings correlative of the foregoing.

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

3

"Agent Member" means any member of, or participant in, the
Depositary.

"Applicable Procedures" means, with respect to any transfer or
transaction involving a Global Security or beneficial interest therein, the
rules and procedures of the Depositary for such Global Security to the extent
applicable to such transaction and as in effect from time to time.

"Board of Directors" means (i) with respect to a corporation,
the board of directors of the corporation or any committee thereof duly
authorized to act on behalf of the board of directors, (ii) with respect to a
partnership, the general partner or the board of directors of the general
partner, as applicable, of the partnership and (iii) with respect to any other
entity, the board or committee of that entity serving a similar function.

"Capital Stock" of any Person means any and all shares,
interests, rights to purchase, warrants, options, participations or other
equivalents of or interests in (however designated) equity of such Person, but
excluding any debt securities convertible into such equity.

"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 changed or 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 (y) the last sale price
of the Common Stock for any five trading days during the ten trading days
immediately preceding the Change of Control is at least equal to 105% of the
Conversion Price in effect on the date of such Change of Control or (z) 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.

"Clearstream" means Clearstream Banking, S.A. and its
successors.

"Commission" means the Securities and Exchange Commission.

"Common Stock" means any stock of any class of the Company which
has no preference in respect of dividends or of amounts payable in the event of
any voluntary

2

4

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 Convertible
Subordinated 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.

"Convertible Subordinated Notes" means the 5.75% Convertible
Subordinated Notes due 2006 issued, authenticated and delivered under this
Indenture.

"Conversion Price" means the initial conversion price specified
in the form of Convertible Subordinated Note in Paragraph 16 of such form, as
adjusted in accordance with the provisions of Article XII.

"Corporate Trust Office" means the corporate trust office of the
Trustee at which at any particular time the trust created by this Indenture
shall principally be administered; as of the Issue Date, the Corporate Trust
Office is located at 2 Avenue de Lafayette, 6th Floor, Boston, MA 02111.

"Credit Agreement" means the Amended and Restated Credit
Agreement dated as of March 30, 2001 (as amended, supplemented or otherwise
modified from time to time, this "Agreement") among the Company, the banks,
financial institutions and other institutional lenders listed on the signature
pages thereof as the Lenders, the banks listed on the signature pages thereof as
the Issuing Banks, Salomon Smith Barney Inc. ("SSBI"), as sole book manager,
Citicorp USA, Inc., as administrative agent for the lender parties and as
collateral agent, Deutsche Banc Alex. Brown Inc. ("DBAB"), as syndication agent,
and SSBI and DBAB, as arrangers, as such agreement may be amended, restated,
modified, renewed, refunded, replaced or refinanced, in whole or in part, from
time to time.

3

5

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

"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 (i) any Senior Debt outstanding
under the Credit Agreement, (ii) Senior Debt outstanding under the Company's
9.25% Senior Notes due May 1, 2006, the 10.50% Senior Subordinated Notes due May
1, 2009 and its 9.25% Senior Notes due February 15, 2008, as such notes or the
related indentures may be amended, restated, supplemented, modified, renewed,
refunded, replaced or refinanced, in whole or in part, from time to time, and
(iii) any particular Senior Debt if the instrument creating or evidencing the
same or the assumption or guarantee thereof (or related agreements or documents
to which the Company is a party) expressly provides that such Indebtedness shall
be "Designated Senior Debt" for purposes of the Indenture (provided that such
instrument, agreement or other document may place limitations and conditions on
the right of such Senior Debt to exercise the rights of Designated Senior Debt).

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

"Euroclear" means Morgan Guaranty Trust Company of New York,
Brussels office, as operator of the Euroclear system, and its successors.

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

"Existing Convertible Subordinated Notes" means all of the
Company's outstanding indebtedness under its 5% Convertible Subordinated Notes
due 2007 and its 5 3/4% Convertible Subordinated Notes due 2003.

"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 Convertible Subordinated Note that is
registered in the Register.

4

6

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

"Indebtedness" means, with respect to any Person, all
obligations, whether or not contingent, of such Person (i) (a) for borrowed
money (including, but not limited to, any indebtedness secured by a security
interest, mortgage or other lien on the assets of that Person that is (1) given
to secure all or part of the purchase price of property subject thereto, whether
given to the vendor of such property or to another, or (2) existing on property
at the time of acquisition thereof), (b) evidenced by a note, debenture, bond or
other written instrument, (c) under a lease required to be capitalized on the
balance sheet of the lessee under GAAP or under any lease or related document
(including a purchase agreement) that provides that such Person is contractually
obligated to purchase or cause a third party to purchase and thereby guarantee a
minimum residual value of the lease property to the lessor and the obligations
of the Company under such lease or related document to purchase or to cause a
third party to purchase such leased property, (d) in respect of letters of
credit, bank guarantees or bankers' acceptances (including reimbursement
obligations with respect to any of the foregoing), (e) with respect to
Indebtedness secured by a mortgage, pledge, lien, encumbrance, charge or adverse
claim affecting title or resulting in an encumbrance to which the property or
assets of such Person are subject, whether or not the obligation secured thereby
shall have been assumed by or shall otherwise be such Person's legal liability,
(f) in respect of the balance of deferred and unpaid purchase price of any
property or assets, (g) under interest rate or currency swap agreements, cap,
floor and collar agreements, spot and forward contracts and similar agreements
and arrangements; (ii) with respect to any obligation of others of the type
described in the preceding clause (i) or under clause (iii) below assumed by or
guaranteed in any manner by such Person through an agreement to purchase
(including, without limitation, "take or pay" and similar arrangements),
contingent or otherwise (and the obligations of such Person under any such
assumptions, guarantees or other such arrangements); and (iii) any and all
deferrals, renewals, extensions, refinancings and refundings of, or amendments,
modifications or supplements to, any of the foregoing.

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

"Initial Purchasers" means Salomon Smith Barney Inc., SG Cowen
Securities Corporation, Robertson Stephens, Inc., CIBC World Markets Corp. and
Thomas Weisel Partners LLC.

"Interest Payment Date" means June 1 and December 1 of each
year, commencing December 1, 2001.

"Issue Date" means May 25, 2001.

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7

"Liquidated Damages" has the meaning specified in paragraph 17
of the form of Convertible Subordinated Note which is attached as Exhibit A
hereto, which is incorporated in and expressly made part of this Indenture.

"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 June 1, 2006.

"Note Custodian" means State Street Bank and Trust Company, 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.

"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 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).

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

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8

"Redemption Date" when used with respect to any of the
Convertible Subordinated Notes to be redeemed, means the date fixed by the
Company for such redemption pursuant to Article III of this Indenture and the
Convertible Subordinated Notes.

"Redemption Price" when used with respect to any of the
Convertible Subordinated Notes to be redeemed, means the price fixed for such
redemption pursuant to Article III of this Indenture and the Convertible
Subordinated Notes.

"Registration Agreement" means the Registration Agreement
relating to the Convertible Subordinated Notes and Common Stock issuable upon
conversion of such Convertible Subordinated Notes dated May 25, 2001, between
the Company and the Initial Purchasers, as such agreement may be amended,
modified or supplemented from time to time.

"Regular Record Date" means the May 15 or November 15
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 Common Stock Legend" means the legend labeled as
such and that is set forth in Exhibit D hereto, which is incorporated in and
expressly made a part of this Indenture.

"Restricted 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.

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

"Senior Debt" means the principal of, premium, if any, and
interest on, rent under, and any other amounts payable on or in respect of any
Indebtedness of the Company (including, without limitation, any Obligations in
respect of such Indebtedness and, in the case of Designated Senior Debt, any
interest accruing after the filing of a petition by or against the Company under
any bankruptcy law, whether or not allowed as a claim after such filing in any
proceeding under such bankruptcy law), whether outstanding on the Issue Date or
thereafter created, incurred, assumed, guaranteed or in effect guaranteed by the
Company (including all deferrals, renewals, extensions or

7

9

refundings of, or amendments, modifications or supplements to the foregoing);
provided, however, that Senior Debt does not include (v) Indebtedness evidenced
by the Convertible Subordinated Notes, (w) any liability for federal, state,
local or other taxes owed or owing by the Company, (x) Indebtedness of the
Company to any Subsidiary of the Company except to the extent such Indebtedness
is of a type described in clause (ii) of the definition of Indebtedness, (y)
trade payables of the Company for goods, services or materials purchased in the
ordinary course of business (other than, to the extent they may otherwise
constitute trade payables, any obligations of the type described in clause (ii)
of the definition of Indebtedness), and (z) any particular Indebtedness in which
the instrument creating or evidencing the same expressly provides that such
Indebtedness shall not be senior in right of payment to, or is pari passu with,
or is subordinated or junior to, the Convertible Subordinated Notes.

"Shelf Registration Statement" shall have the meaning set forth
in the Registration Agreement.

"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 Convertible Subordinated
Notes are then convertible) is neither listed for trading on a United States
national securities exchange 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 

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principal or interest on the Convertible Subordinated 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
"Clearstream".......................................    SECTION 2.01
"Closing Price".....................................    SECTION 12.05
"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
"Event of Default"..................................    SECTION 6.01
"Expiration Time"...................................    SECTION 12.05
"fair market value".................................    SECTION 12.05
"Global Security"...................................    SECTION 2.01
"Legal Holiday".....................................    SECTION 10.07
"New Rights Plan....................................    SECTION 12.05
"non-electing share"................................    SECTION 12.06
"Paying Agent"......................................    SECTION 2.03
"Payment Blockage Notice"...........................    SECTION 10.04
"Purchase Agreement"................................    SECTION 2.01
"Purchased Shares"..................................    SECTION 12.05
"QIBs"..............................................    SECTION 2.01
"Record Date".......................................    SECTION 12.05
"Register"..........................................    SECTION 2.03
"Registrar".........................................    SECTION 2.03
"Regulation S"......................................    SECTION 2.01
"Rule 144A".........................................    SECTION 2.01
"Securities"........................................    SECTION 12.05
"trading day".......................................    SECTION 12.05

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"Trigger Event".....................................    SECTION 12.05

SECTION 1.03. Incorporation by Reference of Trust Indenture Act.
Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

"Commission" means the Commission;

"indenture securities" means the Convertible
Subordinated Notes;

"indenture security holder" means a holder of a
Convertible Subordinated Note;

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

"obligor" on the Convertible Subordinated Notes means
the Company or any other obligor on the Convertible
Subordinated 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

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

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

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ARTICLE II

THE CONVERTIBLE SUBORDINATED NOTES

SECTION 2.01. Form and Dating.

(a) Global Securities. The Convertible Subordinated Notes are
being offered and sold by the Company pursuant to a Purchase Agreement relating
to the Convertible Subordinated Notes, dated May 18, 2001, among the Company and
the Initial Purchasers (the "Purchase Agreement").

Convertible Subordinated Notes offered and sold (i) in reliance
on Regulation S under the Securities Act ("Regulation S") or (ii) to "qualified
institutional buyers" as defined in Rule 144A ("QIBs") in reliance on Rule 144A
under the Securities Act ("Rule 144A"), each as provided in the Purchase
Agreement, shall be issued in the form of one or more permanent global
securities in definitive, fully registered form without interest coupons with
the Global Securities Legend and Restricted Securities Legend set forth in
Exhibit A hereto, which is incorporated in and expressly made a part of this
Indenture (each, a "Global Security"). Any Global Security shall be deposited on
behalf of the purchasers of the Convertible Subordinated 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 (and, in the case
of Convertible Subordinated Notes held in accordance with Regulation S,
registered with the Depositary for the accounts of designated agents holding on
behalf of the Euroclear System ("Euroclear") or Clearstream Banking, societe
anonyme ("Clearstream")), duly executed by the Company and authenticated by the
Trustee as hereinafter provided. The aggregate principal amount of a 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 

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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.

The provisions of the "Operating Procedures of the Euroclear
System" and "Terms and Conditions Governing Use of Euroclear" and the
"Management Regulations and Instructions to Participants" of Clearstream shall
be applicable to interests in any Global Securities that are held by
participants through Euroclear or Clearstream. The Trustee shall have no
obligation to notify holders of any such procedures or to monitor or enforce
compliance with the same.

(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 Convertible Subordinated
Notes in definitive form. Purchasers of Securities who are not QIBs and did not
purchase Convertible Subordinated Notes sold in reliance on Regulation S under
the Securities Act (referred to herein as the "Non-Global Purchasers") will
receive certificated Convertible Subordinated Notes in definitive form bearing
the Restricted Securities Legend set forth in Exhibit A hereto, which is
incorporated in and expressly made a part of this Indenture. ("Definitive
Securities"). Definitive Securities will bear the Restricted Securities Legend
set forth on Exhibit A unless removed in accordance with Section 2.06(b).

SECTION 2.02. Execution and Authentication. One Officer shall sign the
Convertible Subordinated Notes for the Company by manual or facsimile signature.
The Company's seal may be reproduced on the Convertible Subordinated Notes.

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

A Convertible Subordinated Note shall not be valid until
authenticated by the manual signature of the Trustee. The signature shall be
conclusive evidence that the Convertible Subordinated 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 Convertible Subordinated Notes for
original issue up to an aggregate principal amount of $250,000,000 (plus up to
$50,000,000 aggregate principal amount of Convertible Subordinated Notes that
may be sold by the Company pursuant to the over-allotment option granted
pursuant to the Purchase Agreement). The aggregate principal amount of
Convertible Subordinated Notes outstanding at any time may not exceed that
amount except as provided in Section 2.07.

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The Convertible Subordinated 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 Convertible Subordinated Notes. An authenticating
agent may authenticate Convertible Subordinated 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 Convertible Subordinated Notes may be
presented for payment ("Paying Agent"); (iii) an office or agency where
Convertible Subordinated Notes may be presented for conversion (the "Conversion
Agent"); and (iv) where notices and demands to or upon the Company in respect of
Convertible Subordinated Notes and this Indenture may be served by the holders
of the Convertible Subordinated Notes. The Registrar shall keep a Register
("Register") of the Convertible Subordinated 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 Convertible Subordinated Notes or the Trustee all money held by
the Paying Agent for the payment of principal or interest (including Liquidated
Damages) on the Convertible Subordinated 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 

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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 Convertible
Subordinated Notes all money held by it as Paying Agent.

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 Convertible Subordinated 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 Convertible Subordinated Notes.

SECTION 2.06. Transfer and Exchange. When Convertible Subordinated 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 Convertible
Subordinated 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 Convertible Subordinated 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 (i) to issue,
register the transfer of or exchange Convertible Subordinated Notes during a
period beginning at the opening of business fifteen (15) days before the day of
any selection of Convertible Subordinated Notes for redemption under Section
3.03 and ending at the close of business on the day of selection, (ii) to
register the transfer or exchange of any Convertible Subordinated Note so
selected for redemption in whole or in part, except the unredeemed portion of
any Convertible Subordinated Note being redeemed in part or (iii) to register
the transfer of any Convertible Subordinated Notes surrendered for repurchase
pursuant to Section 4.06.

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

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(a) 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 Sections
2.01(b) and 2.10 and this Section 2.06(a); provided, however, that beneficial
interests in a Global Security may be transferred to Persons who take delivery
thereof in the form of a beneficial interest in the Global Security in
accordance with the transfer restrictions set forth under the heading "Notice to
Investors" in the Offering Memorandum and, if applicable, in the Restricted
Securities Legend.

Except for transfers or exchanges made in accordance with
paragraphs (i) through (iv) of this Section 2.06(a) 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
Euroclear or Clearstream, if applicable, and 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 (1) instructions from
Euroclear or Clearstream, if applicable, and 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, (2) a
certificate substantially in the form of Exhibit B attached hereto given
by the owner of such beneficial interest, (3) a certificate
substantially in the form of Exhibit C attached hereto given by the
Person acquiring the Definitive Securities for which such interest is
being exchanged, to the effect set forth therein, and (4) such other
certifications or other information and, in the case of transfers
pursuant to Rule 144 under the Securities Act, legal opinions as the
Company may reasonably require to confirm that such transfer is being
made pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act, then Euroclear or
Clearstream, if applicable, or the Registrar, as the case may be, 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 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

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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, (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, (3) a certificate from the holder of
the Definitive Security to be transferred in substantially the form of
Exhibit B attached hereto, (4) a certificate substantially in the form
of Exhibit C attached hereto given by the Person acquiring the
Definitive Securities (or portion thereof), to the effect set forth
therein, and (5) such other certifications or other information and, in
the case of transfers pursuant to Rule 144 under the Securities Act,
legal opinions as the Company may reasonably require to confirm that
such transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act, 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.

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(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 and
Euroclear and Clearstream, as applicable, 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 Depository or with the Trustee as custodian
for the Depository by the same aggregate principal amount at maturity as
the Definitive Security to be exchanged, such instructions to contain
the name or names of a member of, or participant in, the Depository that
is designated as the transferee, the account of such member or
participant and other appropriate delivery instructions, (3) the
assignment form on the back of the Definitive Security completed in full
(certifying in effect that such transfer complies with Rule 144A or
Regulation S under the Securities Act or is otherwise being made to a
Person who is not required to take delivery of the Convertible
Subordinated Notes in the form of a Definitive Security) and (4) such
other certifications or other information and, in the case of transfers
pursuant to Rule 144 under the Securities Act, legal opinions as the
Company may reasonably require to confirm that such transfer is being
made pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act, 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.

(iv) Other Exchanges. In the event that a Global
Security is exchanged for Convertible Subordinated Notes in definitive
registered form pursuant to Section 2.10 prior to the effectiveness of a
Shelf Registration Statement with respect to such Convertible
Subordinated Notes, such Convertible Subordinated Notes may be exchanged
only in accordance with such procedures as are substantially consistent
with the provisions of clauses (ii) and (iii) above (including the
certification requirements intended to ensure that such transfers comply
with Rule 144A or Regulation S under the Securities Act, as the case may
be) and such other procedures as may from time to time be adopted by the
Company.

(b) Except in connection with a Shelf Registration Statement
contemplated by and in accordance with the terms of the Registration Agreement,
if Convertible Subordinated Notes are issued upon the registration of transfer,
exchange or replacement of Convertible Subordinated Notes bearing a Restricted
Securities Legend, or if a request is made to remove such a Restrictive
Securities Legend on Convertible Subordinated Notes, the Convertible
Subordinated Notes so issued shall bear the 

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Restricted Securities Legend, or a Restricted Securities Legend shall not be
removed, as the case may be, unless there is delivered to the Company such
satisfactory evidence, which, in the case of a transfer made pursuant to Rule
144 under the Securities Act, may include an opinion of counsel given in
accordance with the laws in the State of New York, as may be reasonably required
by the Company, that neither the legend nor the restrictions on transfer set
forth therein are required to ensure that transfers thereof comply with the
provisions of Rule 144A, Rule 144 or Regulation S under the Securities Act or
that such Convertible Subordinated Notes are not "restricted" within the meaning
of Rule 144 under the Securities Act. Upon provision to the Company of such
satisfactory evidence, the Trustee, at the written direction of the Company,
shall authenticate and deliver Convertible Subordinated Notes that do not bear
the legend. The Company shall not otherwise be entitled to require the delivery
of a legal opinion in connection with any transfer or exchange of Securities.

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

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

The Trustee or any authenticating agent may authenticate any
such substituted Convertible Subordinated 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 Convertible Subordinated 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 Convertible Subordinated Note which has matured or is

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about to mature, or has been called for redemption pursuant to Article III,
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
Convertible Subordinated 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 Convertible Subordinated 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 Convertible Subordinated Note and of the
ownership thereof.

Every replacement Convertible Subordinated 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 Convertible
Subordinated Notes duly issued, authenticated and delivered hereunder.

SECTION 2.08. Outstanding Convertible Subordinated Notes. The
Convertible Subordinated Notes outstanding at any time are all the Convertible
Subordinated 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 Convertible Subordinated Note is replaced pursuant to
Section 2.07, it ceases to be outstanding unless the Trustee receives proof
satisfactory to it that the replaced Convertible Subordinated Note is held by a
bona fide purchaser.

If Convertible Subordinated Notes are considered paid under
Section 4.01 or converted under Article XII, they cease to be outstanding and
interest (and Liquidated Damages, if any) on them ceases to accrue.

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

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

SECTION 2.10. Temporary Convertible Subordinated Notes.

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

(b) Except for transfers made in accordance with Section
2.06(a), 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 Convertible
Subordinated 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 Convertible
Subordinated Notes in definitive form shall, if held by the Depository, be
surrendered by the Depositary to the Trustee, without charge, and the Trustee
shall authenticate and deliver, upon such transfer of each portion of such
Global Security, an equal aggregate principal amount of Convertible Subordinated
Notes of authorized denominations in the form of certificated Convertible
Subordinated 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. Any Convertible
Subordinated Notes in the form of certificated Convertible Subordinated Notes in
definitive form delivered in exchange for an interest in the Global Security
shall, except as otherwise provided by Section 2.06(b), bear the Restricted
Securities Legend set forth in Exhibit A hereto.

(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 Convertible Subordinated Notes.

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

SECTION 2.11. Cancellation. The Company at any time may deliver
Convertible Subordinated Notes to the Trustee for cancellation. The Registrar
and Paying Agent shall forward to the Trustee any Convertible Subordinated Notes

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surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else may cancel Convertible Subordinated Notes surrendered
for registration of transfer, exchange, payment, replacement, conversion,
redemption, repurchase or cancellation. Upon written instructions of the
Company, the Trustee shall destroy and dispose of canceled Convertible
Subordinated Notes as the Company directs and, after such destruction, shall
deliver a certificate of destruction to the Company. The Company may not issue
new Convertible Subordinated Notes to replace Convertible Subordinated Notes
that it has paid, redeemed or repurchased or that have been delivered to the
Trustee for cancellation or that any holder has (i) converted pursuant to
Article XII hereof, (ii) submitted for redemption pursuant to Article III hereof
or (iii) submitted for repurchase pursuant to Section 4.06 hereof (unless
revoked).

SECTION 2.12. Defaulted Interest. If the Company fails to make a payment
of interest on the Convertible Subordinated 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 Convertible Subordinated 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 Convertible Subordinated 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 Convertible
Subordinated Notes may use a "CUSIP" number, and if so, such CUSIP number shall
be included in notices of redemption, repurchase or exchange as a convenience to
holders of Convertible Subordinated 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 Convertible
Subordinated Notes and that reliance may be placed only on the other
identification numbers printed on the Convertible Subordinated Notes. The
Company will promptly notify the Trustee of any change in the CUSIP number.

SECTION 2.14. Regulation S. The Company agrees that it will refuse to
register any transfer of Convertible Subordinated Notes or any shares of Common
Stock issued upon conversion of Convertible Subordinated Notes that is not made
in accordance with the provisions of Regulation S under the Securities Act,
pursuant to a registration statement which has been declared effective under the
Securities Act or pursuant to an available exemption from the registration
requirements of the Securities Act; provided that the provisions of this
paragraph shall not be applicable to any Convertible Subordinated Notes which do
not bear a Restricted Securities Legend or to any shares of Common Stock
evidenced by certificates which do not bear a Restricted Common Stock Legend.

ARTICLE III

REDEMPTION

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SECTION 3.01. Optional Redemption. The Company may redeem all or any
portion of the Convertible Subordinated Notes upon the terms and at the
Redemption Prices set forth in each of the Convertible Subordinated Notes. Any
redemption shall be made pursuant to Paragraph 5 of the Convertible Subordinated
Notes and this Article III.

SECTION 3.02. Notices to Trustee. If the Company elects to redeem
Convertible Subordinated Notes pursuant to the optional redemption provisions of
paragraph 5 of the Convertible Subordinated Notes, it shall furnish to the
Trustee, at least 15 (20 if less than all of the then outstanding Convertible
Subordinated Notes are to be redeemed or if the Company requests the Trustee to
give notice of redemption pursuant to Section 3.04) days but not more than 60
days before a Redemption Date (unless a shorter period shall be satisfactory to
the Trustee), an Officers' Certificate setting forth (i) the Section of this
Indenture pursuant to which the redemption shall occur, (ii) the Redemption
Date, (iii) the principal amount of Convertible Subordinated Notes (if less than
all) to be redeemed, (iv) the Redemption Price and (v) the CUSIP number of the
Convertible Subordinated Notes being redeemed.

SECTION 3.03. Selection of Convertible Subordinated Notes To Be
Redeemed. If less than all the Convertible Subordinated Notes are to be
redeemed, the Trustee shall select the Convertible Subordinated Notes to be
redeemed by a method that complies with the requirements of the principal
national securities exchange, if any, on which the Convertible Subordinated
Notes are listed or quoted or, if the Convertible Subordinated Notes are not so
listed, on a pro rata basis by lot or by any other method that the Trustee
considers fair and appropriate. The Trustee shall make the selection not more
than 60 days and not less than 15 days before the Redemption Date from
Convertible Subordinated Notes outstanding and not previously called for
redemption. The Trustee may select for redemption a portion of the principal of
any Convertible Subordinated Notes that has a denomination larger than $1,000.
Convertible Subordinated Notes and portions thereof will be redeemed in the
amount of $1,000 or integral multiples of $1,000.

Provisions of this Indenture that apply to Convertible
Subordinated Notes called for redemption also apply to portions of Convertible
Subordinated Notes called for redemption. The Trustee shall notify the Company
promptly of the Convertible Subordinated Notes or portions of Convertible
Subordinated Notes to be called for redemption.

If any Convertible Subordinated Note selected for partial
redemption is converted in part after such selection, the converted portion of
such Convertible Subordinated Note shall be deemed (so far as may be) to be the
portion to be selected for redemption. The Convertible Subordinated Notes (or
portion thereof) so selected shall be deemed duly selected for redemption for
all purposes hereof, notwithstanding that any such Convertible Subordinated Note
is converted in whole or in part before the mailing of the notice of redemption.
Upon any redemption of less than all the Convertible Subordinated Notes, the
Company and the Trustee may treat as outstanding any Convertible Subordinated
Notes surrendered for conversion during the period of 15 days

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next preceding the mailing of a notice of redemption and need not treat as
outstanding any Convertible Subordinated Note authenticated and delivered during
such period in exchange for the unconverted portion of any Convertible
Subordinated Note converted in part during such period.

SECTION 3.04. Notice of Redemption. At least 15 days but not more than
60 days before a Redemption Date, the Company shall mail by first class mail a
notice of redemption to each holder whose Convertible Subordinated Notes are to
be redeemed.

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

(1)     the Redemption Date;

(2)     the Redemption Price;

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

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

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

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

(7)     the aggregate principal amount of
Convertible Subordinated Notes (if less than all) that are being
redeemed;

(8)     the CUSIP number of the Convertible
Subordinated Notes (provided that the disclaimer permitted by Section
2.13 may be made);

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

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

(11)    that in the case of Convertible
Subordinated Notes or portions thereof called for redemption on a date
that is also an Interest Payment Date, the interest payment and
Liquidated Damages, if any, due on such date shall be paid to the Person
in whose name the Convertible Subordinated Note is registered at the
close of business on the relevant Regular Record Date.

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

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

SECTION 3.05. Effect of Notice of Redemption. Once notice of redemption
is mailed, Convertible Subordinated Notes called for redemption become due and
payable on the Redemption Date at the Redemption Price set forth in the
Convertible Subordinated Note.

SECTION 3.06. Deposit of Redemption Price. On or before the Redemption
Date, the Company shall deposit with the Trustee or with the Paying Agent money
in immediately available funds sufficient to pay the Redemption Price of and
accrued interest (including Liquidated Damages) on all Convertible Subordinated
Notes to be redeemed on that date. The Trustee or the Paying Agent shall return
to the Company any money not required for that purpose.

On and after the Redemption Date, unless the Company shall
default in the payment of the Redemption Price, interest and Liquidated Damages,
if applicable, will cease to accrue on the principal amount of the Convertible
Subordinated Notes or portions thereof called for redemption and for which funds
have been set apart for payment and such Convertible Subordinated Notes, or
portions thereof, shall cease after the close of business on the Business Day
immediately preceding the Redemption Date to be convertible into Common Stock
and, except as provided in this Section 3.06 and 8.4, to be entitled to any
benefit or security under this Indenture, and the holders thereof shall have no
right in respect of such Convertible Subordinated Notes, or portions thereof,
except the right to receive the Redemption price thereof and unpaid interest and
Liquidated Damages, if any, to (but excluding) the Redemption Date. In the case
of Convertible Subordinated Notes or portions thereof redeemed on a Redemption
Date 

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which is also an Interest Payment Date, the interest payment and Liquidated
Damages, if any, due on such Interest Payment Date shall be paid to the Person
in whose name the Convertible Subordinated Note is registered at the close of
business on the relevant Regular Record Date.

SECTION 3.07. Convertible Subordinated Notes Redeemed in Part. Upon
surrender of a Convertible Subordinated Note that is redeemed in part only, the
Company shall issue and the Trustee shall authenticate and deliver to the holder
of a Convertible Subordinated Note a new Convertible Subordinated Note equal in
principal amount to the unredeemed portion of the Convertible Subordinated Note
surrendered, at the expense of the Company, except as specified in Section 2.06.

SECTION 3.08. Conversion Arrangement on Call for Redemption. In
connection with any redemption of Convertible Subordinated Notes, the Company
may arrange for the purchase and conversion of any Convertible Subordinated
Notes by an arrangement with one or more investment bankers or other purchasers
to purchase such Convertible Subordinated Notes by paying to the Trustee in
trust for the holders, on or before the Redemption Date, an amount not less than
the applicable Redemption Price, together with interest and Liquidated Damages,
if any, accrued to the Redemption Date, of such Convertible Subordinated Notes.
Notwithstanding anything to the contrary contained in this Article III, the
obligation of the Company to pay the Redemption Price of such Convertible
Subordinated Notes, together with interest and Liquidated Damages, if any,
accrued to the Redemption Date, shall be deemed to be satisfied and discharged
to the extent such amount is so paid by the purchasers. If such an agreement is
entered into, a copy of which will be filed with the Trustee prior to the
Redemption Date, any Convertible Subordinated Notes not duly surrendered for
conversion by the holders thereof may, at the option of the Company, be deemed,
to the fullest extent permitted by law, acquired by such purchasers from such
holders and (notwithstanding anything to the contrary contained in Article XII)
surrendered by such purchasers for conversion, all as of immediately prior to
the close of business on the Redemption Date (and the right to convert any such
Convertible Subordinated Notes shall be deemed to have been extended through
such time), subject to payment of the above amount as aforesaid. At the
direction of the Company, the Trustee shall hold and dispose of any such amount
paid to it in the same manner as it would monies deposited with it by the
Company for the redemption of Convertible Subordinated Notes. Without the
Trustee's prior written consent, no arrangement between the Company and such
purchasers for the purchase and conversion of any Convertible Subordinated Notes
shall increase or otherwise affect any of the powers, duties, responsibilities
or obligations of the Trustee as set forth in this Indenture, and the Company
agrees to indemnify the Trustee from, and hold it harmless against, any loss,
liability or expense arising out of or in connection with any such arrangement
for the purchase and conversion of any Convertible Subordinated Notes between
the Company and such purchasers to which the Trustee has not consented in
writing, including the costs and expenses incurred by the Trustee in the defense
of any claim or liability arising out of or in connection with the exercise or
performance of any of its powers, duties, responsibilities or obligations under
this Indenture.

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ARTICLE IV

COVENANTS

SECTION 4.01. Payment of Convertible Subordinated Notes. The Company
shall pay the principal of and interest (including Liquidated Damages) on the
Convertible Subordinated Notes on the dates and in the manner provided in the
Convertible Subordinated Notes. Principal, interest, the Redemption Price 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 (including
Liquidated Damages), the Redemption Price 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 Convertible Subordinated Notes is prohibited by
Article XI shall not be considered to be designated for the payment of any
principal of or interest on the Convertible Subordinated 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 Convertible Subordinated 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 Convertible Subordinated Notes
are outstanding, the Company will file with the Commission and furnish to the
Trustee and the holders of Convertible Subordinated 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. The Company shall deliver to the
Trustee within 120 days after the end of each fiscal year of the Company, an
Officers' Certificate stating that a review of the activities of the Company and
its subsidiaries during the preceding fiscal year has been made under the
supervision of the signing Officers with a view to determining whether the
Company has fully performed its obligations under this Indenture and further
stating, as to each such Officer signing such certificate, that to the best of
his or her knowledge, the Company is not in default in the performance or
observance of any of the terms and conditions hereof (or, if any Default or
Event of Default shall have occurred, describing all such Defaults or Events of
Default

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of which he or she may have knowledge) and, that to the best of his or her
knowledge, no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest (including Liquidated
Damages) on the Convertible Subordinated Notes are prohibited.

The Company shall, so long as any of the Convertible
Subordinated 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 Convertible Subordinated 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 Convertible Subordinated 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. Following a Designated
Event (the date of each such occurrence being the "Designated Event Date"), the
Company shall notify the holders of Convertible Subordinated Notes in writing of
such occurrence and shall make an offer (the "Designated Event Offer") to
repurchase all Convertible Subordinated Notes then outstanding at a repurchase
price in cash (the "Designated Event Payment") equal to 101% of the principal
amount thereof, plus accrued and unpaid interest and Liquidated Damages, 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 Convertible Subordinated 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 Convertible Subordinated Notes may elect to
tender their Convertible Subordinated 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 

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Convertible Subordinated 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.

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 Convertible Subordinated Notes will be accepted for
payment;

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

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

(d) that any Convertible Subordinated Note not accepted for
payment will continue to accrue interest and Liquidated Damages, if applicable,
in accordance with the terms thereof;

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

(f) that holders electing to have Convertible Subordinated Notes
repurchased pursuant to a Designated Event Offer will be required to surrender
their Convertible Subordinated 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 Convertible Subordinated 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 Convertible Subordinated Notes the holder delivered for
purchase, the Convertible Subordinated Note certificate number (if any) and a
statement that such holder is withdrawing his election to have such Convertible
Subordinated Notes purchased;

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

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

(j) that in the case of a Designated Event Offer Termination
Date that is also an Interest Payment Date, the interest payment and Liquidated
Damages, if any, due on such Interest Payment Date shall be paid to the Person
in whose name the Convertible Subordinated 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 Convertible Subordinated 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 Convertible Subordinated Notes or portions thereof so tendered and
accepted and (iii) deliver or cause to be delivered to the Trustee the
Convertible Subordinated Notes so accepted together with an Officers'
Certificate setting forth the aggregate principal amount of Convertible
Subordinated 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 Convertible Subordinated 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 Convertible
Subordinated Note equal in principal amount to any unpurchased portion of the
Convertible Subordinated Note surrendered, if any; provided that such new
Convertible Subordinate Notes will be in a principal amount of $1,000 or an
integral multiple thereof. Any Convertible Subordinated 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 changed or 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 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 Convertible Subordinated Notes to cause the Company to repurchase
Convertible Subordinated 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 

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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 Convertible Subordinated Notes to tender their Convertible
Subordinated 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
Convertible Subordinated 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 Convertible Subordinated 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.

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SECTION 4.10. Liquidated Damages. If Liquidated Damages are payable by
the Company pursuant to Section 5 of the Registration Agreement, the Company
shall deliver to the Trustee a certificate to the effect stating (i) the amount
of such Liquidated Damages that are payable and (ii) the date on which such
damages are payable. Unless and until a Corporate Trust Officer of the Trustee
receives such a certificate, the Trustee may assume without inquiry that no
Liquidated Damages are payable. If the Company has paid Liquidated Damages
directly to the persons entitled to them, the Company shall deliver to the
Trustee a certificate setting forth the particulars of such payment."

ARTICLE V

SUCCESSORS

SECTION 5.01. When the Company May Merge, Etc. The Company may not, in a
single transaction or series of related transactions, consolidate or merge with
or into (whether or not the Company is the surviving corporation), or sell,
assign, transfer, lease, convey or otherwise dispose of all or substantially all
of its properties or assets to, any Person as an entirety or substantially as an
entirety unless:

(a) either

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

(ii)    the Person formed by or surviving any such
consolidation or into which the Company is merged (if other than the
Company) or the Person which acquires by sale, assignment, transfer,
lease, conveyance or other disposition the properties and assets of the
Company substantially as an entirety

(1)     shall be a corporation organized and
validly existing under the laws of the United States or any
State thereof or the District of Columbia and

(2)     shall expressly assume, by indenture in
form reasonably satisfactory to the Trustee, executed and
delivered to the Trustee, the due and punctual payment of the
principal of, and premium, if any, and interest and Liquidated
Damages, if any, on all of the Convertible Subordinated Notes
and the performance of every covenant of the Convertible
Subordinated Notes and this Indenture and the Registration
Agreement on the part of the Company to be performed or
observed, including, without limitation, modifications to rights
of holders to cause the repurchase of Convertible Subordinated
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;

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(b) immediately after giving effect to such transaction no
Default and no Event of Default shall have occurred and be continuing; and

(c) the Company or such Person shall have delivered to the
Trustee an Officers' Certificate and an Opinion of Counsel each stating that
such consolidation, merger, conveyance, transfer or lease and, if a supplemental
indenture is required in connection with such transaction, such supplemental
indenture, comply with this provision of this Indenture and that all conditions
precedent in this Indenture relating to such transaction have been satisfied.

For purposes of this Section 5.01, the transfer (by lease,
assignment, sale or otherwise, in a single transaction or series of
transactions) of all or substantially all of the properties or assets of one or
more subsidiaries of the Company, the capital stock of which constitutes all or
substantially all of the properties and assets of the Company, shall be deemed
to be the transfer of all or substantially all of the properties and assets of
the Company.

SECTION 5.02. Successor Corporation Substituted. Upon any such
consolidation, merger, sale, assignment, conveyance, lease, transfer or other
disposition in accordance with Section 5.01, the successor Person formed by such
consolidation or into which the Company is merged or to which such sale,
assignment, conveyance, lease, transfer or other disposition is made will
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such successor had
been named as the Company therein, and thereafter (except in the case of a sale,
assignment, transfer, lease, conveyance or other disposition) the predecessor
corporation will be relieved of all further obligations and covenants under this
Indenture and the Convertible Subordinated 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 Convertible Subordinated 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 Convertible Subordinated Notes when due at maturity, upon
repurchase, upon acceleration or otherwise, including, without
limitation, failure of the Company to make any optional redemption
payment when required pursuant to Article III; or

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(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 or
Liquidated Damages on the Convertible Subordinated Notes when due
(including any interest or Liquidated Damages payable in connection with
a repurchase pursuant to Section 4.06 or in connection with any optional
redemption payment pursuant to Article III) 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 Convertible Subordinated
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
Convertible Subordinated Notes; or

(d) the Company defaults in the payment of the Designated Event
Payment in respect of the Convertible Subordinated 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 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 Convertible
Subordinated Notes; or

(g) default by the Company or 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 Convertible Subordinated Notes; or

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

(i)     commences a voluntary case,

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(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,

(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.

In the case of any Event of Default, pursuant to the provisions
of this Section 6.01, occurring by reason of any willful action (or inaction)
taken (or not taken) by or on behalf of the Company with the intention of
avoiding payment of the premium which the Company would have had to pay if the
Company then had elected to redeem the Convertible Subordinated Notes pursuant
to Paragraph 5 of the Convertible Subordinated Notes, an equivalent premium
shall also become and be immediately due and payable to the extent permitted by
law, upon the acceleration of the Convertible Subordinated Notes notwithstanding
anything contained in this Indenture or in the Convertible Subordinated Notes to
the contrary.

If an Event of Default occurs prior to any date on which the
Company is prohibited from redeeming the Convertible Subordinated Notes,
pursuant to Paragraph 5 of the Convertible Subordinated Notes, by reason of any
willful action (or inaction) taken (or not taken) by or on behalf of the Company
with the intention of avoiding the prohibition on redemption of the Convertible
Subordinated Notes prior to such date, then the premium specified in this
Indenture shall also become immediately due and payable

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to the extent permitted by law upon the acceleration of the Convertible
Subordinated Notes.

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 Convertible Subordinated Notes, by
written notice to the Company and the Trustee, may declare the unpaid principal
of, premium, if any, and accrued and unpaid interest and Liquidated Damages, if
any, on all the Convertible Subordinated Notes to be due and payable. Upon such
declaration such principal amount, premium, if any, and accrued and unpaid
interest and Liquidated Damages, if any, shall become immediately due and
payable, notwithstanding anything contained in this Indenture or the Convertible
Subordinated 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 and Liquidated Damages, if any, on the
Convertible Subordinated 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 Convertible
Subordinated Notes.

The holders of a majority in aggregate principal amount of the
then outstanding Convertible Subordinated Notes by notice to the Trustee may
rescind an acceleration of the Convertible Subordinated Notes and its
consequences if all existing Events of Default (other than nonpayment of
principal of or premium, if any, and interest and Liquidated Damages, if any, on
the Convertible Subordinated 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 or Liquidated
Damages, if applicable, on the Convertible Subordinated Notes or to enforce the
performance of any provision of the Convertible Subordinated Notes or this
Indenture. The Trustee may maintain a proceeding even if it does not possess any
of the Convertible Subordinated Notes or does not produce any of them in the
proceeding. A delay or omission by the Trustee or any holder of a Convertible
Subordinated 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 Convertible Subordinated Notes then
outstanding may, on behalf of the holders of all the Convertible Subordinated
Notes, waive an existing Default or Event of Default and its consequences,
except a Default or 

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Event of Default in the payment of the principal of, premium, if any, or
interest or Liquidated Damages, if applicable, on the Convertible Subordinated
Notes (other than the non-payment of principal of and premium, if any, and
interest and Liquidated Damages, if any, on the Convertible Subordinated 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 Convertible Subordinated 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 Convertible Subordinated
Notes may direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on
it. 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 Convertible Subordinated 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 forebearances are unduly prejudicial to such holders; provided,
further, that the Trustee may take any other action the Trustee deems proper
that is not inconsistent with such directions.

SECTION 6.06. Limitation on Suits. A holder of a Convertible
Subordinated Note may not pursue any remedy with respect to this Indenture or
the Convertible Subordinated 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 Convertible Subordinated 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 Convertible
Subordinated Notes do not give the Trustee a direction inconsistent with
the request.

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A holder of a Convertible Subordinated 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 Convertible Subordinated Note to receive
payment of principal, premium, if any, and interest and Liquidated Damages, if
any, on the Convertible Subordinated Note, on or after the respective due dates
expressed in the Convertible Subordinated 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 Convertible Subordinated
Note shall not be impaired or affected without the consent of the holder of a
Convertible Subordinated 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 and Liquidated
Damages, if any, remaining unpaid on the Convertible Subordinated Notes and
interest on overdue principal and interest and Liquidated Damages, 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
Convertible Subordinated 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 Convertible Subordinated Note any plan of
reorganization, arrangement, adjustment or composition affecting the Convertible
Subordinated 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.

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;

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Third: to holders of Convertible Subordinated Notes for
amounts due and unpaid on the Convertible Subordinated Notes for
principal, premium, if any, and interest and Liquidated Damages,
if any, ratably, without preference or priority of any kind,
according to the amounts due and payable on the Convertible
Subordinated Notes for principal, premium, if any, and interest
and Liquidated Damages, 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 Convertible Subordinated Notes made pursuant to this
section. At least 15 days before any such special record date, the Trustee shall
mail to holders of the Convertible Subordinated 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 Convertible
Subordinated 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:

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

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

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

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

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

(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 

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believed by it to be genuine and to have been signed or presented by the proper
Person. The Trustee need not investigate any fact or matter contained therein.

(b) Any request, direction, order or demand of the Company
mentioned herein shall be sufficiently evidenced by an Officers' Certificate
(unless other evidence in respect thereof is herein specifically prescribed). In
addition, before the Trustee acts or refrains from acting, it may require an
Officers' Certificate, an Opinion of Counsel or both. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel and the written advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection from liability in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.

(c) The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through its
attorneys and agents and other Persons not regularly in its employ and shall not
be responsible for the misconduct or negligence of any attorney or agent
appointed with due care.

(d) The Trustee shall not be liable for any action it takes or
omits to take in good faith without negligence or willful misconduct which it
believes to be authorized or within its discretion, rights or powers.

(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 Convertible Subordinated 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 Convertible Subordinated 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.

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(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 Price 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 Convertible Subordinated 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 Convertible Subordinated Notes. It shall not be accountable for the
Company's use of the proceeds from the Convertible Subordinated 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
Convertible Subordinated Notes or any other document in connection with the sale
of the Convertible Subordinated 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 Convertible Subordinated Note a notice of the Default
or 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 Convertible Subordinated Notes.
Except in the case of a Default or Event of Default in payment of principal of,
premium, if any, or interest or Liquidated Damages, if any, on any Convertible
Subordinated 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 Convertible Subordinated 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
Convertible Subordinated 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

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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
Convertible Subordinated 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 Convertible Subordinated Notes are listed. The Company shall
timely notify the Trustee when the Convertible Subordinated 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 Convertible
Subordinated 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 and Liquidated Damages, if any, on
Convertible Subordinated Notes. Such liens and the Company's obligations under
this Section 7.07 shall survive the satisfaction and discharge of this
Indenture.

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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 Convertible Subordinated 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 Convertible
Subordinated 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
Convertible Subordinated 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
Convertible Subordinated 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

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notice of its succession to holders of Convertible Subordinated 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.

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 Convertible Subordinated Notes theretofore
authenticated (other than any other Convertible Subordinated Notes which have
been destroyed, lost or stolen and in lieu of or in substitution for which other
Convertible Subordinated Notes have been authenticated and delivered) and not
theretofore canceled, or (b) all the Convertible Subordinated Notes not
theretofore canceled or delivered to the Trustee for cancellation have become
due and payable, or are by their terms will become due and payable within one
year or are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption, and the
Company deposits with the Trustee, in trust, amounts sufficient to pay at
maturity or upon redemption of all of the Convertible Subordinated Notes (other
than any 

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Convertible Subordinated Notes which have been mutilated, destroyed, lost or
stolen and in lieu of or in substitution for which other Convertible
Subordinated Notes have been authenticated and delivered) not theretofore
canceled or delivered to the Trustee for cancellation, including principal and
premium, if any, and interest and Liquidated Damages, if any, due or to become
due to such date of maturity or Redemption Date, as the case may be, and if in
either case the Company also pays, or causes to be paid, all other sums payable
hereunder by the Company, then this Indenture shall cease to be of further
effect (except as to (i) rights of registration of transfer, substitution,
replacement and exchange and conversion of Convertible Subordinated Notes, (ii)
rights hereunder of holders of Convertible Subordinated Notes to receive
payments of principal of and premium, if any, and interest, and Liquidated
Damages, if any, on, the Convertible Subordinated 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 Convertible
Subordinated 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 Convertible Subordinated Notes for the payment or
redemption of which such monies have been deposited with the Trustee, of all
sums due and to become due thereon for principal and interest, and Liquidated
Damages, 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.

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 (including Liquidated Damages) on
Convertible Subordinated 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 (including Liquidated Damages) on such Convertible
Subordinated 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
Convertible Subordinated 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 

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monies; and the holder of any of the Convertible Subordinated 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 Convertible Subordinated 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 (including Liquidated Damages) on or principal of any
Convertible Subordinated 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 Convertible Subordinated Notes without
notice to or the consent of any holder of a Convertible Subordinated 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 Convertible Subordinated Notes.

(b) providing for uncertificated Convertible Subordinated Notes
in addition to or in place of certificated Convertible Subordinated 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 Convertible Subordinated Notes
as permitted by Section 5.01;

(d) providing for conversion rights and/or repurchase rights of
holders of Convertible Subordinated 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) reducing the Conversion Price;

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(f) making any changes that would provide the holders of the
Convertible Subordinated 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.

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

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

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

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

(b) reduce the principal of or premium on or change the fixed
maturity of any Convertible Subordinated Note or, except as permitted
pursuant to Section 9.01(a), alter the redemption provisions with
respect thereto;

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

(d) waive a Default or Event of Default in the payment of
principal of or premium, if any, or interest or Liquidated Damages on
the Convertible Subordinated Notes (except a rescission of acceleration
of the Convertible Subordinated Notes by the holders of at least a
majority in aggregate principal amount of the Convertible Subordinated
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 or
Liquidated Damages on, any Convertible Subordinated Note payable in
money other than as provided for herein and in the Convertible
Subordinated 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 Convertible

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Subordinated Notes to receive payments of principal of, premium, if any,
or interest or Liquidated Damages on the Convertible Subordinated Notes;

(g) waive a redemption payment with respect to any Convertible
Subordinated Notes;

(h) except as permitted herein (including Section 9.01(a)),
increase the Conversion Price or modify the provisions contained herein
relating to conversion of the Convertible Subordinated Notes in a manner
adverse to the holders thereof; or

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

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

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

SECTION 9.03. Compliance with the Trust Indenture Act. Every amendment
to this Indenture or the Convertible Subordinated 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 Convertible
Subordinated Note is a continuing consent by the holder and every subsequent
holder of a Convertible Subordinated Note or portion of a Convertible
Subordinated Note that evidences the same debt as the consenting holder's
Convertible Subordinated Note, even if notation of the consent is not made on
any Convertible Subordinated Note. However, any such holder or subsequent holder
may revoke the consent as to his or her Convertible Subordinated Note or portion
of a Convertible Subordinated 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
Convertible Subordinated Notes have consented to the amendment or waiver.

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The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the holders of Convertible Subordinated
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 Convertible Subordinated 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
Convertible Subordinated 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 Convertible Subordinated Note, unless it is of the type
described in clauses (a) through (i) of Section 9.02. In such case, the
amendment or waiver shall bind each holder of a Convertible Subordinated Note
who has consented to it and every subsequent holder of a Convertible
Subordinated Note or portion of a Convertible Subordinated Note that evidences
the same debt as the consenting holder's Convertible Subordinated Note.

SECTION 9.05. Notation on or Exchange of Convertible Subordinated Notes.
Convertible Subordinated 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 Convertible Subordinated 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 Convertible Subordinated Notes without
charge to the holders of the Convertible Subordinated 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 

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imposed by TIA Section 318(c), such duties imposed by such section of the TIA
shall control. If any provision of this Indenture expressly modifies or excludes
any provision of the TIA that may be so modified or excluded, the Indenture
provision so modifying or excluding such provision of the TIA shall be deemed to
apply.

SECTION 10.02. Notices. Any notice or communication by the Company or
the Trustee to the other is duly given if in writing and delivered in person or
mailed by first-class mail, with postage prepaid (registered or certified,
return receipt requested), or sent by facsimile or overnight air couriers
guaranteeing next day delivery, to the other's address as stated in Section
10.10. The Company or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to holders
of Convertible Subordinated 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 Convertible
Subordinated 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
Convertible Subordinated 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 Convertible Subordinated 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 

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precedent and covenants, if any, provided for in this Indenture relating
to the proposed action have been complied with; and

(2)     an Opinion of Counsel in form and
substance reasonably satisfactory to the Trustee (which shall include
the statements set forth in Section 10.05) stating that, in the opinion
of such counsel, all such conditions precedent and covenants have been
complied with.

SECTION 10.05. Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than a certificate provided pursuant to
TIA Section 314(a)(4)) shall include:

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

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

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

(4)     a statement as to whether or not, in the
opinion of such person, such condition or covenant has been complied
with.

Any Officers' Certificate may be based, insofar as it relates to
legal matters, upon an Opinion of Counsel, unless such Officer knows that the
opinion with respect to the matters upon which his or her certificate may be
based as aforesaid is erroneous. Any Opinion of Counsel may be based, insofar as
it relates to factual matters, upon certificates, statements or opinions of, or
representations by an officer or officers of the Company, or other Persons or
firms deemed appropriate by such counsel, unless such counsel knows that the
certificates, statements or opinions or representations with respect to the
matters upon which his or her opinion may be based as aforesaid are erroneous.

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 Convertible
Subordinated 

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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 San
Jose, California are not required to be open, and a "Business Day" is any day
that is not a Legal Holiday. If a payment date is a Legal Holiday at a place of
payment, payment may be made at that place on the next succeeding day that is
not a Legal Holiday, and no interest shall accrue for the intervening period. If
any date specified in this Indenture, including, without limitation, a
Redemption Date under Paragraph 5 of Convertible Subordinated Notes, 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 Convertible
Subordinated 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
Convertible Subordinated Note waives and releases all such liability. This
waiver and release are part of the consideration for the Convertible
Subordinated 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.

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 March 1 of each year. The
first reporting date is the March 1 following the issuance of Convertible
Subordinated 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.
1345 Enterprise Drive
West Chester, PA  19380
Attention: General Counsel's Office
Facsimile: (610) 431-9967
Telephone: (610) 431-9600

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The Trustee's address is:

State Street Bank and Trust Company
2 Avenue de Lafayette, 6th Floor
Boston,  MA  02111
attention: Corporate Trust Department (Amkor Technology, Inc.
5.75% Convertible Notes due 2006)
Facsimile: (617) 662-1465
Telephone: (617) 662-1684

SECTION 10.11. Governing Law. The internal laws of the State of New York
shall govern this Indenture and the Convertible Subordinated Notes, without
regard to the conflict of laws provisions thereof.

SECTION 10.12. No Adverse Interpretation of Other Agreements. This
Indenture may not be used to interpret another indenture, loan or debt agreement
of the Company or a Subsidiary of the Company. Any such other indenture, loan or
debt agreement may not be used to interpret this Indenture.

SECTION 10.13. Successors. All agreements of the Company in this
Indenture and the Convertible Subordinated 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 Convertible Subordinated 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.

ARTICLE XI

SUBORDINATION

SECTION 11.01. Agreement to Subordinate. The Company agrees, and each
holder of Convertible Subordinated Notes by accepting a Convertible Subordinated
Note agrees, that the indebtedness evidenced by the Convertible Subordinated
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 or payment
satisfactory to holders of Senior Debt of all Senior Debt (whether outstanding
on the Issue Date or thereafter created, incurred, assumed or guaranteed), and
that the subordination is for the benefit of the holders of Senior Debt. The
Company agrees, and each holder of Convertible Subordinated Notes by accepting a
Convertible Subordinated Note agrees, that the indebtedness evidenced by

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the Convertible Subordinated Note is pari passu in right of payment to the
Existing 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 and Liquidated Damages, if any, after
the commencement of any such proceeding at the rate specified in the
applicable Senior Debt) in cash or other payment satisfactory to the
holders of the Senior Debt before holders of Convertible Subordinated
Notes shall be entitled to receive any payment with respect to the
Convertible Subordinated Notes; and

(2)     until all Senior Debt is paid in full in
cash or other payment satisfactory to the holders of the Senior Debt,
any distribution to which holders of Convertible Subordinated Notes
would be entitled but for this Article XI shall be made to holders of
Senior Debt, as their interests may appear.

SECTION 11.03. Default on Senior Debt and/or Designated Senior Debt. The
Company may not make any payment or distribution to the Trustee or any holder of
Convertible Subordinated Notes in respect of Obligations with respect to the
Convertible Subordinated Notes and may not acquire from the Trustee or any
holder of Convertible Subordinated Notes any Convertible Subordinated Notes
until all Senior Debt has been paid in full in cash or other payment
satisfactory to the holders of the Senior Debt if:

(i)     a default in the payment of any
principal of, premium, if any, interest, rent or other Obligations in
respect of Senior Debt occurs and is continuing beyond any applicable
grace period in the agreement, indenture or other document governing
such Senior Debt; or

(ii)    a default, other than a payment default,
on Designated Senior Debt occurs and is continuing that then permits
holders of such Designated Senior Debt to accelerate its maturity and
the Trustee receives a notice of the default (a "Payment Blockage
Notice") from a Person who may give it pursuant to Section 11.11 hereof.

If the Trustee receives any Payment Blockage Notice pursuant to
Section 11.03 (ii) hereof, no subsequent Payment Blockage Notice shall be
effective for purposes of such Section unless and until at least 365 days shall
have elapsed since the effectiveness of the immediately prior Payment Blockage
Notice. No nonpayment default that existed or was continuing on the date of
delivery of any Payment Blockage 

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Notice to the Trustee shall be, or be made, the basis for a subsequent Payment
Blockage Notice.

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

(1)     in the case of a payment default, upon
the date upon which the default is cured or waived or ceases to exist,
or

(2)     in the case of a nonpayment default
referred to in Section 11.03(ii) hereof, the earlier of the date upon
which the default is cured or waived ceases to exist or 179 days after
notice is received if the maturity of such Designated Senior Debt has
not been accelerated,

if this Article XI otherwise permits the payment, distribution or acquisition at
the time of such payment or acquisition.

SECTION 11.04. Acceleration of Convertible Subordinated Notes. In the
event of the acceleration of the Convertible Subordinated Notes because of an
Event of Default, the Company may not make any payment or distribution to the
Trustee or any holder of Convertible Subordinated Notes in respect of
Obligations with respect to Convertible Subordinated Notes and may not acquire
or purchase from the Trustee or any holder of Convertible Subordinated Notes any
Convertible Subordinated Notes until all Senior Debt has been paid in full in
cash or other payment satisfactory to the holders of Senior Debt or such
acceleration is rescinded in accordance with the terms of this Indenture.

If payment of the Convertible Subordinated Notes is accelerated
because of an Event of Default, the Company or the Trustee shall promptly notify
holders of Senior Debt or trustee(s) of such Senior Debt of the acceleration.

SECTION 11.05. When Distribution Must Be Paid Over. In the event that
the Trustee, any holder of Convertible Subordinated Notes or any other Person
receives any payment or distributions of assets of the Company of any kind with
respect to the Convertible Subordinated Notes in contravention of any terms
contained in this Indenture, whether in cash, property or securities, including,
without limitation by way of set-off or otherwise, then such payment shall be
held by the recipient in trust for the benefit of holders of Senior Debt, and
shall be immediately paid over and delivered to the holders of Senior Debt or
the representative(s), to the extent necessary to make payment in full of all
Senior Debt remaining unpaid, after giving effect to any concurrent payment or
distribution or provision therefor, to or for the holders of Senior Debt;
provided that the foregoing shall apply to the Trustee only if the Trustee has
actual knowledge (as determined in accordance with Section 11.11) that such
payment or distribution is prohibited by this Indenture.

With respect to the holders of Senior Debt, the Trustee
undertakes to perform only such obligations on the part of the Trustee as are
specifically set forth in

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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 Convertible Subordinated
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 of any facts known to the Company that would cause a payment of any
Obligations with respect to the Convertible Subordinated Notes or the purchase
of any Convertible Subordinated Notes by the Company to violate this Article XI,
but failure to give such notice shall not affect the subordination of the
Convertible Subordinated Notes to the Senior Debt as provided in this Article
XI.

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

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

(1)     impair, as between the Company and
holders of Convertible Subordinated Notes, the obligation of the
Company, which is absolute and unconditional, to pay principal of,
premium, if any, and interest (including Liquidated Damages) on the
Convertible Subordinated Notes in accordance with their terms;

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

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

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If the Company fails because of this Article XI to pay principal
of or interest (including Liquidated Damages) on a Convertible Subordinated 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 Convertible Subordinated Notes shall be impaired by any act or
failure to act by the Company or any holder of Convertible Subordinated 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 Convertible
Subordinated 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 Convertible Subordinated 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 (other
than pursuant to Section 11.04), and the Trustee may continue to make payments
on the Convertible Subordinated Notes, unless a Trust Officer shall have
received at least two Business Days prior to the date of such payment or
distribution written notice of facts that would cause such payment or
distribution with respect to the Convertible Subordinated Notes to violate this
Article XI. Only the Company or a Representative may give the notice.

Nothing in this Article XI shall impair the claims of, or
payments to, the Trustee under or pursuant to Section 7.07 hereof.

The Trustee in its individual or any other capacity may hold
Senior Debt with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights.

SECTION 11.12. Authorization to Effect Subordination. Each holder of a
Convertible Subordinated 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

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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 Convertible Subordinated Notes.

SECTION 11.13. Article Applicable to Paying Agents. In case at any time
any Paying Agent other than the Trustee shall have been appointed by the Company
and be then acting hereunder, the term "Trustee" as used in this Article XI
shall in such case (unless the context otherwise requires) be construed as
extending to and including such Paying Agent within its meaning as fully for all
intents and purposes as if such Paying Agent were named in this Article XI in
addition to or in place of the Trustee; provided, however, that the second and
third paragraphs of Section 11.11 shall not apply to the Company or any
Subsidiary of the Company if it or such Subsidiary acts as Paying Agent.

SECTION 11.14. Senior Debt Entitled to Rely. The holders of Senior Debt
shall have the right to rely upon this Article XI, and no amendment or
modification of the provisions contained herein shall diminish the rights of
such holders unless such holders shall have agreed in writing thereto.

SECTION 11.15. Permitted Payments. Notwithstanding anything to the
contrary in this Article XI, the holders of Convertible Subordinated Notes may
receive and retain at any time on or prior to the Maturity Date (i) securities
that are subordinated to at least the same extent as the Convertible
Subordinated Notes to (a) Senior Debt and (b) any securities issued in exchange
for Senior Debt and (ii) payments and other distributions made from any trust
created pursuant to Section 8.01 hereof.

ARTICLE XII

CONVERSION OF CONVERTIBLE SUBORDINATED NOTES

SECTION 12.01. Right to Convert. Subject to and upon compliance with the
provisions of this Indenture, each holder of Convertible Subordinated Notes
shall have the right, at his or her option, at any time on or before the close
of business on the last trading day prior to the Maturity Date (except that, (a)
with respect to any Convertible Subordinated Note or portion thereof which is
called for redemption prior to such date, such right shall terminate, except as
provided in the fourth paragraph of Section 12.02, before the close of business
on the last trading day preceding the Redemption Date (unless the Company
defaults in payment of the Redemption Price in which case the conversion right
will terminate at the close of business on the trading day preceding the date
such default is cured) and (b) with respect to any Convertible Subordinated 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 or such holder elects to withdraw the submission of such election to
repurchase)) to convert the principal

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amount of any Convertible Subordinated 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) obtained by dividing the principal amount of
the Convertible Subordinated Note or portion thereof to be converted by the
Conversion Price in effect at such time, by surrender of the Convertible
Subordinated Note so to be converted in whole or in part in the manner provided
in Section 12.02. A holder of Convertible Subordinated Notes is not entitled to
any rights of a holder of Common Stock until such holder of Convertible
Subordinated Notes has converted his or her Convertible Subordinated Notes to
Common Stock, and only to the extent such Convertible Subordinated 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 Convertible
Subordinated Note, the holder of such Convertible Subordinated Note shall
surrender such Convertible Subordinated 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 penultimate paragraph of this Section 12.02, and
shall give written notice of conversion in the form provided on the Convertible
Subordinated Notes (or such other notice which is acceptable to the Company) to
the office or agency that the holder of Convertible Subordinated Notes elects to
convert such Convertible Subordinated 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 Convertible
Subordinated Note surrendered for conversion shall, unless the shares issuable
on conversion are to be issued in the same name as the registration of such
Convertible Subordinated Note, be duly endorsed by, or be accompanied by
instruments of transfer in form satisfactory to the Company duly executed by,
the holder of Convertible Subordinated 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 the
number of full shares of Common Stock issuable upon the conversion of such
Convertible Subordinated 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 Convertible Subordinated 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

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shall execute, and the Trustee shall authenticate and deliver to the holder of
the Convertible Subordinated Note so surrendered, without charge to him or her,
a new Convertible Subordinated Note or Convertible Subordinated Notes in
authorized denominations in an aggregate principal amount equal to the
unconverted portion of the surrendered Convertible Subordinated Note.

Each conversion shall be deemed to have been effected as to any
such Convertible Subordinated 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 Convertible Subordinated 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
Price in effect on the date upon which such Convertible Subordinated Note is
surrendered.

Any Convertible Subordinated 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 (unless such
Convertible Subordinated Note or portion thereof being converted has been called
for redemption pursuant to a notice of redemption mailed by the Company to the
holders in accordance with the provisions of Section 3.04) be accompanied by
payment, in funds acceptable to the Company, of an amount equal to the interest
and Liquidated Damages, if any, 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 or Liquidated Damages, if applicable, on the Convertible
Subordinated Notes. An amount equal to such payment shall be paid by the Company
on such Interest Payment Date to the holder of such Convertible Subordinated
Note at the close of business on such Regular Record Date; provided, however,
that if the Company defaults in the payment of interest or Liquidated Damages,
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 adjustment shall be made for interest and Liquidated Damages, if any,
accrued on any Convertible Subordinated Note converted or for dividends on any
shares issued upon the conversion of such Convertible Subordinated 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 Convertible Subordinated Notes. If more than one Convertible
Subordinated 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 Convertible
Subordinated Notes (or

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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 Convertible Subordinated Note or Convertible Subordinated
Notes, the Company shall make an adjustment therefor in cash based upon the
Current Market Price of the Common Stock on the last trading day prior to the
date of conversion.

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

SECTION 12.05. Adjustment of Conversion Price. The Conversion Price
shall be adjusted from time to time by the Company as follows:

(a) If the Company shall hereafter pay a dividend or make a
distribution to all holders of the outstanding Common Stock in shares of
Common Stock, the Conversion Price in effect at the opening of business
on the date following the Record Date (as defined in Section 12.05(g))
fixed for the determination of stockholders entitled to receive such
dividend or other distribution shall be reduced by multiplying such
Conversion Price by a fraction of which the numerator shall be the
number of shares of Common Stock outstanding at the close of business on
the Record Date fixed for such determination and the denominator shall
be the sum of such number of shares and the total number of shares
constituting such dividend or other distribution, such reduction to
become effective immediately after the opening of business on the day
following the Record Date. If any dividend or distribution of the type
described in this Section 12.05(a) is declared but not so paid or made,
the Conversion Price shall again be adjusted to the Conversion Price
which would then be in effect if such dividend or distribution had not
been declared.

(b) If the outstanding shares of Common Stock shall be
subdivided into a greater number of shares of Common Stock, the
Conversion Price in effect at the opening of business on the day
following the day upon which such subdivision becomes effective shall be
proportionately reduced, and, conversely, if the outstanding shares of
Common Stock shall be combined into a smaller number of shares of Common
Stock, the Conversion Price in effect at the opening of business on the
day following the day upon which such combination becomes effective
shall be proportionately increased, such reduction or increase, as the
case may be, to become effective immediately after the opening of
business on the day following the day upon which such subdivision or
combination becomes effective.

(c) If the Company shall issue rights or warrants to all or
substantially all holders of its outstanding shares of Common Stock
entitling them to subscribe for or purchase shares of Common Stock at a
price per share less than the Current Market Price (as defined in
Section 12.05(g)) on the Record Date fixed for the determination of
stockholders entitled to receive such rights or warrants, the

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Conversion Price shall be adjusted so that the same shall equal the
price determined by multiplying the Conversion Price in effect at the
opening of business on the date after such Record Date by a fraction of
which the numerator shall be the number of shares of Common Stock
outstanding at the close of business on the Record Date plus the number
of shares which the aggregate offering price of the total number of
shares so offered would purchase at such Current Market Price, and of
which the denominator shall be the number of shares of Common Stock
outstanding on the close of business on the Record Date plus the total
number of additional shares of Common Stock so offered for subscription
or purchase. Such adjustment shall become effective immediately after
the opening of business on the day following the Record Date fixed for
determination of stockholders entitled to receive such rights or
warrants. To the extent that shares of Common Stock are not delivered
pursuant to such rights or warrants, upon the expiration or termination
of such rights or warrants the Conversion Price shall be readjusted to
be the Conversion Price which would then be in effect had the
adjustments made upon the issuance of such rights or warrants been made
on the basis of delivery of only the number of shares of Common Stock
actually delivered. If such rights or warrants are not so issued, the
Conversion Price shall again be adjusted to be the Conversion Price
which would then be in effect if such Record Date fixed for the
determination of stockholders entitled to receive such rights or
warrants had not been fixed. In determining whether any rights or
warrants entitle the holders to subscribe for or purchase shares of
Common Stock at less than such Current Market Price, and in determining
the aggregate offering price of such shares of Common Stock, there shall
be taken into account any consideration received for such rights or
warrants, with the value of such consideration, if other than cash, to
be determined by the Board of Directors.

(d) If the Company shall, by dividend or otherwise, distribute
to all holders of its Common Stock shares of any class of capital stock
of the Company (other than any dividends or distributions to which
Section 12.05(a) applies) or evidences of its indebtedness, cash or
other assets (including securities, but excluding (i) any rights or
warrants of a type referred to in Section 12.05(c) and (ii) dividends
and distributions paid exclusively in cash) (the foregoing hereinafter
in this Section 12.05(d) called the "Securities"), then, in each such
case, the Conversion Price shall be reduced so that the same shall be
equal to the price determined by multiplying the Conversion Price in
effect immediately prior to the close of business on the Record Date (as
defined in Section 12.05(g)) with respect to such distribution by a
fraction of which the numerator shall be the Current Market Price
(determined as provided in Section 12.05(g)) on such date less the fair
market value (as determined by the Board of Directors, whose
determination shall be conclusive and described in a resolution of the
Board of Directors) on such date of the portion of the Securities so
distributed applicable to one share of Common Stock and the denominator
shall be such Current Market Price, such reduction to become effective
immediately prior to the opening of business on the

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day following the Record Date; provided, however, that in the event the
then fair market value (as so determined) of the portion of the
Securities so distributed applicable to one share of Common Stock is
equal to or greater than the Current Market Price on the Record Date, in
lieu of the foregoing adjustment, adequate provision shall be made so
that each holder of Convertible Subordinated Notes shall have the right
to receive upon conversion of a Convertible Subordinated Note (or any
portion thereof) the amount of Securities such holder would have
received had such holder converted such Convertible Subordinated Note
(or portion thereof) immediately prior to such Record Date. If such
dividend or distribution is not so paid or made, the Conversion Price
shall again be adjusted to be the Conversion Price which would then be
in effect if such dividend or distribution had not been declared. If the
Board of Directors determines the fair market value of any distribution
for purposes of this Section 12.05(d) by reference to the actual or when
issued trading market for any securities comprising all or part of such
distribution, it must in doing so consider the prices in such market
over the same period used in computing the Current Market Price pursuant
to Section 12.05(g) to the extent possible.

Notwithstanding any other provision of this Section 12.05(d) to
the contrary, rights, warrants, evidences of indebtedness, other
securities, cash or other assets (including, without limitation, any
rights distributed pursuant to any stockholder rights plan) shall be
deemed not to have been distributed for purposes of this Section
12.05(d) if the Company makes proper provision so that each holder of
Convertible Subordinated Notes who converts a Convertible Subordinated
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
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 Convertible Subordinated Note into Common Stock.

Rights or warrants distributed by the Company to all holders of
Common Stock entitling the holders thereof to subscribe for or purchase
shares of the Company's capital stock (either initially or under certain
circumstances), which rights or warrants, until the occurrence of a
specified event or events ("Trigger Event"): (i) are deemed to be
transferred with such shares of Common Stock; (ii) are not exercisable;
and (iii) are also issued in respect of future issuances of Common
Stock, shall be deemed not to have been distributed for purposes of this
Section 12.05(d) (and no adjustment to the Conversion Price under this
Section 12.05(d) shall be required) until the occurrence of the earliest
Trigger Event, whereupon such rights and warrants shall be deemed to
have been distributed and an appropriate adjustment to the Conversion
Price under this Section 12.05(d) shall be made. If any such rights or
warrants, including any such existing rights or warrants distributed
prior to the Issue Date, are subject to subsequent events,

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upon the occurrence of each of which such rights or warrants shall
become exercisable to purchase different securities, evidences of
indebtedness or other assets, then the occurrence of each such event
shall be deemed to be such date of issuance and Record Date with respect
to new rights or warrants (and a termination or expiration of the
existing rights or warrants without exercise by the holder thereof). In
addition, in the event of any distribution (or deemed distribution) of
rights or warrants, or any Trigger Event with respect thereto, that was
counted for purposes of calculating a distribution amount for which an
adjustment to the Conversion Price under this Section 12.05 was made,
(1) in the case of any such rights or warrants which shall all have been
redeemed or repurchased without exercise by any holders thereof, the
Conversion Price shall be readjusted upon such final redemption or
repurchase to give effect to such distribution or Trigger Event, as the
case may be, as though it were a cash distribution, equal to the per
share redemption or repurchase price received by a holder or holders of
Common Stock with respect to such rights or warrants (assuming such
holder had retained such rights or warrants), made to all holders of
Common Stock as of the date of such redemption or repurchase, and (2) in
the case of such rights or warrants which shall have expired or been
terminated without exercise by any holders thereof, the Conversion Price
shall be readjusted as if such rights and warrants had not been issued.

For purposes of this Section 12.05(d) and Sections 12.05(a) and
(c), any dividend or distribution to which this Section 12.05(d) is
applicable that also includes shares of Common Stock, or rights or
warrants to subscribe for or purchase shares of Common Stock to which
Section 12.05(c) applies (or both), shall be deemed instead to be (1) a
dividend or distribution of the evidences of indebtedness, assets,
shares of capital stock, rights or warrants other than such shares of
Common Stock or rights or warrants to which Section 12.05(c) applies
(and any Conversion Price reduction required by this Section 12.05(d)
with respect to such dividend or distribution shall then be made)
immediately followed by (2) a dividend or distribution of such shares of
Common Stock or such rights or warrants (and any further Conversion
Price reduction required by Sections 12.05(a) and (c) with respect to
such dividend or distribution shall then be made, except that (A) the
Record Date of such dividend or distribution shall be substituted as
"the Record Date fixed for the determination of stockholders entitled to
receive such dividend or other distribution", "Record Date fixed for
such determination" and "Record Date" within the meaning of Section
12.05(a) and as "the Record Date fixed for the determination of
stockholders entitled to receive such rights or warrants", "the Record
Date fixed for the determination of the stockholders entitled to receive
such rights or warrants" and "such Record Date" within the meaning of
Section 12.05(c) and (B) any shares of Common Stock 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)).

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(e) If the Company shall, by dividend or otherwise, distribute
cash to all holders of its Common Stock (excluding any cash that is
distributed upon a merger or consolidation to which Section 12.06
applies or as part of a distribution referred to in Section 12.05(d)) in
an aggregate amount that, combined together with (1) the aggregate
amount of any other such all-cash distributions to all holders of its
Common Stock within the 12 months preceding the date of payment of such
distribution, and in respect of which no adjustment pursuant to this
Section 12.05(e) has been made, and (2) the aggregate of any cash plus
the fair market value (as determined by the Board of Directors, whose
determination shall be conclusive and described in a resolution of the
Board of Directors) of consideration payable in respect of any tender
offer by the Company or any of its subsidiaries for all or any portion
of the Common Stock (as contemplated in Section 12.05(f) hereof)
concluded within the 12 months preceding the date of payment of such
distribution, and in respect of which no adjustment pursuant to Section
12.05(f) has been made, exceeds 15% of the product of the Current Market
Price (determined as provided in Section 12.05(g)) on the Record Date
with respect to such distribution times the number of shares of Common
Stock outstanding on such date, then, and in each such case, immediately
after the close of business on such date, the Conversion Price shall be
reduced so that the same shall equal the price determined by multiplying
the Conversion Price in effect immediately prior to the close of
business on such Record Date by a fraction (i) the numerator of which
shall be equal to the Current Market Price on the Record Date less an
amount equal to the quotient of (x) the excess of such combined amount
over such 15% and (y) the number of shares of Common Stock outstanding
on the Record Date and (ii) the denominator of which shall be equal to
the Current Market Price on such Record Date; provided, however, that if
the portion of the cash so distributed applicable to one share of Common
Stock is equal to or greater than the Current Market Price of the Common
Stock on the Record Date, in lieu of the foregoing adjustment, adequate
provision shall be made so that each holder of Convertible Subordinated
Notes shall have the right to receive upon conversion of a Convertible
Subordinated Note (or any portion thereof) the amount of cash such
holder would have received had such holder converted such Convertible
Subordinated Note (or portion thereof) immediately prior to such Record
Date. If such dividend or distribution is not so paid or made, the
Conversion Price shall again be adjusted to be the Conversion Price
which would then be in effect if such dividend or distribution had not
been declared. Any cash distribution to all holders of Common Stock as
to which the Company makes the election permitted by Section 12.05(m)
and as to which the Company has complied with the requirements of such
Section shall be treated as not having been made for all purposes of
this Section 12.05(e).

(f) If a tender offer made by the Company or any of its
subsidiaries for all or any portion of the Common Stock expires and such
tender offer (as amended upon the expiration thereof) requires the
payment to stockholders (based on the acceptance (up to any maximum
specified in the terms of the tender offer) of

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Purchased Shares (as defined below)) of an aggregate consideration
having a fair market value (as determined by the Board of Directors,
whose determination shall be conclusive and described in a resolution of
the Board of Directors) that, combined together with (1) the aggregate
of the cash plus the fair market value (as determined by the Board of
Directors, whose determination shall be conclusive and described in a
resolution of the Board of Directors), as of the expiration of such
tender offer, of consideration payable in respect of any other tender
offers, by the Company or any of its subsidiaries for all or any portion
of the Common Stock, expiring within the 12 months preceding the
expiration of such tender offer and in respect of which no adjustment
pursuant to this Section 12.05(f) has been made and (2) the aggregate
amount of any such all-cash distributions to all holders of the Common
Stock (as contemplated in Section 12.05(e) hereof) within 12 months
preceding the expiration of such tender offer and in respect of which no
adjustment pursuant to Section 12.05(e) has been made, exceeds 15% of
the product of the Current Market Price (determined as provided in
Section 12.05(g)) as of the last time (the "Expiration Time") tenders
could have been made pursuant to such tender offer (as it may be
amended) times the number of shares of Common Stock outstanding
(including any tendered shares) on the Expiration Time, then, and in
each such case, immediately prior to the opening of business on the day
after the date of the Expiration Time, the Conversion Price shall be
adjusted so that the same shall equal the price determined by
multiplying the Conversion Price in effect immediately prior to close of
business on the date of the Expiration Time by a fraction of which the
numerator shall be the number of shares of Common Stock outstanding
(including any tendered shares) on the Expiration Time multiplied by the
Current Market Price of the Common Stock on the trading day next
succeeding the Expiration Time and the denominator shall be the sum of
(x) the fair market value (determined as aforesaid) of the aggregate
consideration payable to stockholders based on the acceptance (up to any
maximum specified in the terms of the tender offer) of all shares
validly tendered and not withdrawn as of the Expiration Time (the shares
deemed so accepted, up to any such maximum, being referred to as the
"Purchased Shares") and (y) the product of the number of shares of
Common Stock outstanding (less any Purchased Shares) on the Expiration
Time and the Current Market Price of the Common Stock on the Trading Day
next succeeding the Expiration Time, such reduction (if any) to become
effective immediately prior to the opening of business on the day
following the Expiration Time. If the Company is obligated to purchase
shares pursuant to any such tender offer, but the Company is permanently
prevented by applicable law from effecting any such purchases or all
such purchases are rescinded, the Conversion Price shall again be
adjusted to be the Conversion Price which would then be in effect if
such tender offer had not been made. If the application of this Section
12.05(f) to any tender offer would result in an increase in the
Conversion Price, no adjustment shall be made for such tender offer
under this Section 12.05(f).

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(g) For purposes of this Section 12.05, the following terms
shall have the meaning indicated:

(1)     "Closing Price" with respect to any
securities on any day means the closing price on such day or, if no such
sale takes place on such day, the average of the reported high and low
prices on such day, in each case on the Nasdaq National Market or New
York Stock Exchange, as applicable, or, if such security is not listed
or admitted to trading on such national market or exchange, on the
principal national securities exchange or quotation system on which such
security is quoted or listed or admitted to trading, or, if not quoted
or listed or admitted to trading on any national securities exchange or
quotation system, the average of the high and low prices of such
security on the over-the-counter market on the day in question as
reported by the National Quotation Bureau Incorporated, or a similar
generally accepted reporting service, or, if not so available, in such
manner as furnished by any New York Stock Exchange member firm selected
from time to time by the Board of Directors for that purpose, or a price
determined in good faith by the Board of Directors, whose determination
shall be conclusive and described in a resolution of the Board of
Directors.

(2)     "Current Market Price" means the average
of the daily Closing Prices per share of Common Stock for the 10
consecutive trading days immediately prior to the date in question;
provided, however, that (1) if the "ex" date (as hereinafter defined)
for any event (other than the issuance or distribution requiring such
computation) that requires an adjustment to the Conversion Price
pursuant to Sections 12.05(a), (b), (c), (d), (e) or (f) occurs during
such 10 consecutive trading days, the Closing Price for each trading day
prior to the "ex" date for such other event shall be adjusted by
multiplying such Closing Price by the same fraction by which the
Conversion Price is so required to be adjusted as a result of such other
event, (2) if the "ex" date for any event (other than the issuance or
distribution requiring such computation) that requires an adjustment to
the Conversion Price pursuant to Section 12.05(a), (b), (c), (d), (e) or
(f) occurs on or after the "ex" date for the issuance or distribution
requiring such computation and prior to the day in question, the Closing
Price for each trading day on and after the "ex" date for such other
event shall be adjusted by multiplying such Closing Price by the
reciprocal of the fraction by which the Conversion Price is so required
to be adjusted as a result of such other event, and (3) if the "ex" date
for the issuance or distribution requiring such computation is prior to
the day in question, after taking into account any adjustment required
pursuant to clause (1) or (2) of this proviso, the Closing Price for
each trading day on or after such "ex" date shall be adjusted by adding
thereto the amount of any cash and the fair market value (as determined
by the Board of Directors in a manner consistent with any determination
of such value for purposes of Sections 12.05(d) or (f), whose
determination shall be conclusive and described in a resolution of the
Board of Directors) of the evidences of indebtedness, shares of

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capital stock or assets being distributed applicable to one share of
Common Stock as of the close of business on the day before such "ex"
date. For purposes of any computation under Section 12.05(f), the
Current Market Price on any date shall be deemed to be the average of
the daily Closing Prices per share of Common Stock for such day and the
next two succeeding trading days; provided, however, that if the "ex"
date for any event (other than the tender offer requiring such
computation) that requires an adjustment to the Conversion Price
pursuant to Section 12.05(a), (b), (c), (d), (e) or (f) occurs on or
after the Expiration Time for the tender or exchange offer requiring
such computation and prior to the day in question, the Closing Price for
each trading day on and after the "ex" date for such other event shall
be adjusted by multiplying such Closing Price by the reciprocal of the
fraction by which the Conversion Price is so required to be adjusted as
a result of such other event. For purposes of this paragraph, the term
"ex" date, (1) when used with respect to any issuance or distribution,
means the first date on which the Common Stock trades regular way on the
relevant exchange or in the relevant market from which the Closing Price
was obtained without the right to receive such issuance or distribution,
(2) when used with respect to any subdivision or combination of shares
of Common Stock, means the first date on which the Common Stock trades
regular way on such exchange or in such market after the time at which
such subdivision or combination becomes effective, and (3) when used
with respect to any tender or exchange offer means the first date on
which the Common Stock trades regular way on such exchange or in such
market after the Expiration Time of such offer. Notwithstanding the
foregoing, whenever successive adjustments to the Conversion Price are
called for pursuant to this Section 12.05, such adjustments shall be
made to the Current Market Price as may be necessary or appropriate to
effectuate the intent of this Section 12.05 and to avoid unjust or
inequitable results as determined in good faith by the Board of
Directors.

(3)     "fair market value" shall mean the
amount which a willing buyer would pay a willing seller in an arm's
length transaction.

(4)     "Record Date" shall mean, with respect
to any dividend, distribution or other transaction or event in which the
holders of Common Stock have the right to receive any cash, securities
or other property or in which the Common Stock (or other applicable
security) is exchanged for or converted into any combination of cash,
securities or other property, the date fixed for determination of
stockholders entitled to receive such cash, securities or other property
(whether such date is fixed by the Board of Directors or by statute,
contract or otherwise).

(5)     "trading day" shall mean (x) if the
applicable security is listed or admitted for trading on the New York
Stock Exchange or another national securities exchange, a day on which
the New York Stock Exchange or another national securities exchange is
open for business or (y) if the applicable security is quoted on the
Nasdaq National Market, a day on which

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trades may be made thereon or (z) if the applicable security is not so
listed, admitted for trading or quoted, any day other than a Saturday or
Sunday or a day on which banking institutions in the State of New York
are authorized or obligated by law or executive order to close.

(h) The Company may make such reductions in the Conversion
Price, in addition to those required by Sections 12.05(a), (b), (c),
(d), (e) and (f), as the Board of Directors considers to be advisable to
avoid or diminish any income tax to holders of Common Stock or rights to
purchase Common Stock resulting from any dividend or distribution of
stock (or rights to acquire stock) or from any event treated as such for
income tax purposes.

The Company from time to time may, to the extent permitted by
law, reduce the Conversion Price by any amount for any period of at
least 20 days, if the Board of Directors has made a determination that
such reduction would be in the Company's best interests, which
determination shall be conclusive and described in a resolution of the
Board of Directors. The reduction in Conversion Price shall be
irrevocable during this period. Whenever the Conversion Price is reduced
pursuant to the preceding sentence, the Company shall mail to the
holders of Convertible Subordinated Notes at his or her last address
appearing on the Register of holders maintained for that purpose a
notice of the reduction at least 15 days prior to the date the reduced
Conversion Price takes effect, and such notice shall state the reduced
Conversion Price and the period during which it will be in effect.

(i) No adjustment in the Conversion Price shall be required
unless such adjustment would require an increase or decrease of at least
1% in such price; provided, however, that any adjustments which by
reason of this Section 12.05(i) are not required to be made shall be
carried forward and taken into account in any subsequent adjustment. All
calculations under this Article XII shall be made by the Company and
shall be made to the nearest cent or to the nearest one hundredth of a
share, as the case may be.

No adjustment need be made for a change in the par value or no
par value of the Common Stock.

(j) Whenever the Conversion Price is adjusted as herein
provided, the Company shall promptly file with the Trustee and any
Conversion Agent other than the Trustee an Officers' Certificate setting
forth the Conversion Price after such adjustment and setting forth a
brief statement of the facts requiring such adjustment. Promptly after
delivery of such certificate, the Company shall prepare a notice of such
adjustment of the Conversion Price setting forth the adjusted Conversion
Price and the date on which each adjustment becomes effective and shall
mail such notice of such adjustment of the Conversion Price to each
holder of Convertible Subordinated Notes at his or her last address
appearing on the Register of holders maintained for that purpose within
20 days of the

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effective date of such adjustment. Failure to deliver such notice shall
not affect the legality or validity of any such adjustment.

(k) In any case in which this Section 12.05 provides that an
adjustment shall become effective immediately after a Record Date for an
event, the Company may defer until the occurrence of such event issuing
to the holder of any Convertible Subordinated 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.

(l) For purposes of this Section 12.05, the number of shares of
Common Stock at any time outstanding shall not include shares held in
the treasury of the Company but shall include shares issuable in respect
of scrip certificates issued in lieu of fractions of shares of Common
Stock. The Company shall not pay any dividend or make any distribution
on shares of Common Stock held in the treasury of the Company.

(m) In lieu of making any adjustment to the Conversion Price
pursuant to Section 12.05(e), the Company may elect to reserve an amount
of cash for distribution to the holders of Convertible Subordinated
Notes upon the conversion of the Convertible Subordinated Notes so that
any such holder converting Convertible Subordinated Notes will receive
upon such conversion, in addition to the shares of Common Stock and
other items to which such holder is entitled, the full amount of cash
which such holder would have received if such holder had, immediately
prior to the Record Date for such distribution of cash, converted its
Convertible Subordinated Notes into Common Stock, together with any
interest accrued with respect to such amount, in accordance with this
Section 12.05(m). The Company may make such election by providing an
Officers' Certificate to the Trustee to such effect on or prior to the
payment date for any such distribution and depositing with the Trustee
on or prior to such date an amount of cash equal to the aggregate amount
that the holders of Convertible Subordinated Notes would have received
if such holders had, immediately prior to the Record Date for such
distribution, converted all of the Convertible Subordinated Notes into
Common Stock. Any such funds so deposited by the Company with the
Trustee shall be invested by the Trustee in U.S. Government Obligations
with a maturity not more than three (3) months from the date of
issuance. Upon conversion of Convertible Subordinated Notes by a holder
thereof, such holder shall be entitled to receive, in addition to the
Common Stock issuable upon conversion, an amount of cash equal to the
amount such holder would have received if such holder had, immediately
prior to the Record Date for such distribution, converted its
Convertible Subordinated Note into Common Stock, along with such
holder's pro-rata share of any accrued interest earned as a consequence
of the investment of such funds. Promptly after making an election
pursuant to this Section 12.05(m), the Company shall give or shall cause
to be given notice to all holders

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of Convertible Subordinated Notes of such election, which notice shall
state the amount of cash per $1,000 principal amount of Convertible
Subordinated Notes such holders shall be entitled to receive (excluding
interest) upon conversion of the Convertible Subordinated Notes as a
consequence of the Company having made such election.

SECTION 12.06. Effect of Reclassification, Consolidation, Merger or
Sale. If any of the following events occur: (i) any reclassification or change
of the outstanding shares of Common Stock (other than a change in par value, or
from par value to no par value, or from no par value to par value, or as a
result of a subdivision or combination), (ii) any consolidation, merger or
combination of the Company with another corporation as a result of which holders
of Common Stock shall be entitled to receive stock, securities or other property
or assets (including cash) with respect to or in exchange for such Common Stock,
or (iii) any sale or conveyance of the properties and assets of the Company as
an entirety or substantially as an entirety to any other corporation as a result
of which holders of Common Stock shall be entitled to receive stock, securities
or other property or assets (including cash) with respect to or in exchange for
such Common Stock, then the Company or the successor or purchasing corporation,
as the case may be, shall execute with the Trustee a supplemental indenture
(which shall comply with the TIA as in force at the date of execution of such
supplemental indenture if such supplemental indenture is then required to so
comply) providing that the Convertible Subordinated Notes shall be convertible
into the kind and amount of shares of stock and other securities or property or
assets (including cash) receivable upon such reclassification, change,
consolidation, merger, combination, sale or conveyance by a holder of a number
of shares of Common Stock issuable upon conversion of the Convertible
Subordinated Notes (assuming, for such purposes, a sufficient number of
authorized shares of Common Stock available to convert all such Convertible
Subordinated Notes) immediately prior to such reclassification, change,
consolidation, merger, combination, sale or conveyance assuming such holder of
Common Stock did not exercise his or her rights of election, if any, as to the
kind or amount of securities, cash or other property receivable upon such
consolidation, merger, statutory exchange, sale or conveyance (provided that, if
the kind or amount of securities, cash or other property receivable upon such
consolidation, merger, statutory exchange, sale or conveyance is not the same
for each share of Common Stock in respect of which such rights of election have
not been exercised ("non-electing share"), then, for the purposes of this
Section 12.06, the kind and amount of securities, cash or other property
receivable upon such consolidation, merger, statutory exchange, sale or
conveyance for each non-electing share shall be deemed to be the kind and amount
so receivable per share by a plurality of the non-electing shares). Such
supplemental indenture shall provide for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Article
XII. If, in the case of any such reclassification, change, consolidation,
merger, combination, sale or conveyance, the stock or other securities and
assets receivable thereupon by a holder of shares of Common Stock includes
shares of stock or other securities and assets of a corporation other than the
successor or purchasing corporation, as the case may be, in such
reclassification, change, consolidation, merger,

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combination, sale or conveyance, then such supplemental indenture shall also be
executed by such other corporation and shall contain such additional provisions
to protect the interests of the holders of the Convertible Subordinated 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 Convertible Subordinated
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 and conveyances.

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 Convertible Subordinated 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 Convertible Subordinated 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 such tax or shall have established to the
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 Convertible Subordinated Notes from time to
time as such Convertible Subordinated Notes are presented for conversion.

Before taking any action which would cause an adjustment
reducing the Conversion Price below the then par value, if any, of the shares of
Common Stock issuable upon conversion of the Convertible Subordinated 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 Price; provided,
however, that no shares of Common Stock shall be required to be issued at a
Conversion Price less than the par value of such Common Stock.

The Company covenants that all shares of Common Stock issued
upon conversion of Convertible Subordinated 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.

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The Company further covenants that as long as the Common Stock
is quoted on the Nasdaq National Market, or its successor, the Company shall
cause all Common Stock issuable upon conversion of the Convertible Subordinated
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 Convertible Subordinated 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 Convertible
Subordinated Notes to determine whether any facts exist which may require any
adjustment of the Conversion Price, or with respect to the nature or extent or
calculation of any such adjustment when made, or with respect to the method
employed, or herein or in any supplemental indenture provided to be employed, in
making the same. The Trustee shall not be accountable with respect to the
validity or value (or the kind or amount) of any shares of Common Stock, or of
any securities or property, which may at any time be issued or delivered upon
the conversion of any Convertible Subordinated 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 Convertible
Subordinated 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 Convertible Subordinated Notes upon
the conversion of their Convertible Subordinated 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

(a) the Company declares a dividend (or any other distribution)
on its Common Stock (other than in cash out of retained earnings or
other than a dividend that results in an adjustment in the Conversion
Price pursuant to Section 12.05 as to which the Company has made an
election in accordance with Section 12.05(m)); or

(b) the Company authorizes the granting to the holders of its
Common Stock of rights or warrants to subscribe for or purchase any
share of any class of Common Stock or any other rights or warrants; or

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(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 Convertible Subordinated 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. Restriction on Common Stock Issuable Upon Conversion.

(a) Shares of Common Stock to be issued upon conversion of
Convertible Subordinated Notes prior to the effectiveness of a Shelf
Registration Statement shall be physically delivered in certificated form to the
holders converting such Securities and the certificate representing such shares
of Common Stock shall bear the Restricted Common Stock Legend unless removed in
accordance with section 12.11(c).

(b) If (i) shares of Common Stock to be issued upon conversion
of a Convertible Subordinated Note prior to the effectiveness of a Shelf
Registration Statement are to be registered in a name other than that of the
holder of such Convertible Subordinated Note or (ii) shares of Common Stock
represented by a certificate bearing the Restricted Common Stock Legend are
transferred subsequently by such holder, then, unless the Shelf Registration
Statement has become effective and such shares are being transferred pursuant to
the Shelf Registration Statement, the holder must deliver to the transfer agent
for the Common Stock a certificate in substantially the form of Exhibit E as to
compliance with the restrictions on transfer applicable to such shares of Common
Stock and neither the transfer agent nor the registrar for the Common Stock
shall be required to register any transfer of such Common Stock not so
accompanied by a properly completed certificate.

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(c) Except in connection with a Shelf Registration Statement, if
certificates representing shares of Common Stock are issued upon the
registration of transfer, exchange or replacement of any other certificate
representing shares of Common Stock bearing the Restricted Common Stock Legend,
or if a request is made to remove such Restricted Common Stock Legend from
certificates representing shares of Common Stock, the certificates so issued
shall bear the Restricted Common Stock Legend, or the Restricted Common Stock
Legend shall not be removed, as the case may be, unless there is delivered to
the Company such satisfactory evidence, which, in the case of a transfer made
pursuant to Rule 144 under the Securities Act, may include an opinion of counsel
pursuant to the laws in the State of New York, as may be reasonably required by
the Company, that neither the legend nor the restrictions on transfer set forth
therein are required to ensure that transfers thereof comply with the provisions
of Rule 144A, Rule 144 or Regulation S under the Securities Act or that such
shares of Common Stock are securities that are not "restricted" within the
meaning of Rule 144 under the Securities Act. Upon provision to the Company of
such reasonably satisfactory evidence, the Company shall cause the transfer
agent for the Common Stock to countersign and deliver certificates representing
shares of Common Stock that do not bear the legend.

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 Joyce
-----------------------------------
Name: Kenneth Joyce
Title: Chief Financial Officer

STATE STREET BANK AND TRUST COMPANY

By: /s/ Kenneth R. Ring
-----------------------------------
Name: Kenneth R. Ring
Title: Assistant Vice President

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EXHIBIT A

(Face of Security)

[Global Securities Legend]

[The following legend shall appear on the face of each Global
Security:

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

[The following legend shall appear on the face of each Global
Security for which The Depository Trust Company is to be the Depositary:

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY THE AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OR DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
REGISTERED CONVERTIBLE 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.]

[Restricted Securities Legend]

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE

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HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE
COMPANY THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED
(X) PRIOR TO THE SECOND ANNIVERSARY OF THE ISSUE HEREOF (OR ANY PREDECESSOR
SECURITY HEREOF) OR (Y) BY ANY HOLDER THAT WAS AN "AFFILIATE" (WITHIN THE
MEANING OF RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY AT ANY TIME DURING
THE THREE MONTHS PRECEDING THE DATE OF SUCH TRANSFER, IN EITHER CASE OTHER THAN
(1) TO THE COMPANY, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (3) IN AN OFFSHORE TRANSACTION
(AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IN ACCORDANCE WITH
REGULATION S UNDER THE SECURITIES ACT, (4) TO AN INSTITUTION THAT IS AN
"ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE
SECURITIES ACT (AN "INSTITUTIONAL ACCREDITED INVESTOR") THAT IS ACQUIRING THIS
SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION AND THAT, PRIOR TO
SUCH TRANSFER, DELIVERS TO THE COMPANY AND THE TRUSTEE A SIGNED LETTER
CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS
ON TRANSFER OF THE SECURITY EVIDENCED HEREBY (THE FORM OF WHICH LETTER MAY BE
OBTAINED FROM THE TRUSTEE), (5) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT
OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT,
IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS
AND AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS (1) A QUALIFIED
INSTITUTIONAL BUYER OR (2) AN INSTITUTIONAL ACCREDITED INVESTOR AND THAT IT IS
HOLDING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR (3)
NOT A U.S. PERSON AND IS OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN
ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH (k)(2) OF RULE 902 UNDER)
REGULATION S UNDER THE SECURITIES ACT. IN ANY CASE THE HOLDER HEREOF WILL NOT,
DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTIONS WITH REGARD TO THIS
SECURITY OR ANY COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY EXCEPT AS
PERMITTED BY THE SECURITIES ACT.

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No. ____                                                              $ ________
CUSIP ________

AMKOR TECHNOLOGY, INC.

5.75% CONVERTIBLE SUBORDINATED NOTE DUE 2006

promises to pay to _____________________________ or registered assigns, the
principal sum of _______________ on June 1, 2006

Interest Payment Dates: June 1 and December 1, commencing December 1, 2001

Regular Record Dates: May 15 and November 15

Dated:

AMKOR TECHNOLOGY, INC.

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

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

STATE STREET BANK AND TRUST
COMPANY,
as Trustee

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

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(Back of Security)

AMKOR TECHNOLOGY, INC.

5.75% CONVERTIBLE SUBORDINATED NOTE DUE 2006

1. INTEREST. Amkor Technology, Inc., a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Convertible
Subordinated Note at the rate per annum shown above. The Company will pay
interest semi-annually in arrears on June 1 and December 1 of each year,
beginning December 1, 2001. Interest on the Convertible Subordinated 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 25, 2001. Interest (including
any Liquidated Damages) 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 (and
Liquidated Damages, if any) on the Convertible Subordinated Notes (except
defaulted interest) to the Person in whose name each Convertible Subordinated
Note is registered at the close of business on the May 15 or November 15
immediately preceding the relevant Interest Payment Date (each a "Regular Record
Date") (other than with respect to a Convertible Subordinated Note or portion
thereof called for redemption on a Redemption Date, or 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 (and Liquidated Damages,
if any) shall be payable (unless such Convertible Subordinated Note or portion
thereof is converted) to the holder of the Convertible Subordinated Note or
portion thereof redeemed or repurchased in accordance with the applicable
redemption or repurchase provisions of the Indenture). Holder must surrender
Convertible Subordinated Notes to a Paying Agent to collect principal payments.
The Company will pay the principal of, premium, if any, and interest (including
Liquidated Damages, if any) on the Convertible Subordinated Notes at the office
or agency of the Company maintained for such 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 (including Liquidated Damages, if any)
by check payable in such money, and may mail such check to the holders of the
Convertible Subordinated Notes at their respective addresses as set forth in the
Register of holders of Convertible Subordinated Notes.

3. PAYING AGENT AND REGISTRAR. State Street Bank and Trust
Company (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.

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4. INDENTURE. The Company issued the Convertible Subordinated
Notes under an Indenture dated as of May 25, 2001 (the "Indenture") between the
Company and the Trustee. The terms of the Convertible Subordinated 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 Convertible Subordinated 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 Convertible Subordinated
Note conflicts with the express provisions of this Indenture, the provisions of
this Indenture shall govern and be controlling. The Convertible Subordinated
Notes are unsecured general obligations of the Company limited to (except as
otherwise provided in the Indenture) up to $250,000,000 in aggregate principal
amount, unless an election has been made as set forth in Article II of the
Indenture to increase such aggregate principal amount by an amount not to exceed
$50,000,000. Capitalized terms not defined below have the same meaning as is
given to them in the Indenture.

5. OPTIONAL REDEMPTION. On or after June 4, 2004, the Company
shall have the option to redeem the Convertible Subordinated Notes, in whole or
from time to time in part, at the following Redemption Prices (expressed as
percentages of principal amount), if redeemed during the twelve month period
beginning June 1 of each year indicated (June 4, 2004 through May 31, 2005, in
the case of the first such year) plus accrued and unpaid interest (and
Liquidated Damages, if any) to, but excluding, the Redemption Date:

YEAR                                                     REDEMPTION PRICE
----                                                     ----------------

2004...........................................              102.300%
2005...........................................              101.150%

and 100% at June 1, 2006.

Notice of redemption will be mailed by first class mail at least
15 days but not more than 60 days before the Redemption Date to each holder of
Convertible Subordinated Notes to be redeemed at his or her registered address.
Convertible Subordinated Notes in denominations larger than $1,000 may be
redeemed in part but only in integral multiples of $1,000. If less than all the
Convertible Subordinated Notes are to be redeemed, the Trustee shall select the
Convertible Subordinated Notes to be redeemed by a method that complies with the
requirements of the principal national securities exchange, if any, on which the
Convertible Subordinated Notes are listed or quoted, or, if the Convertible
Subordinated Notes are not so listed, on a pro rata basis by lot or by any other
method that the Trustee considers fair and appropriate. On and after the
Redemption Date, interest (and Liquidated Damages, if any) ceases to accrue on
Convertible Subordinated Notes or portions thereof called for redemption (unless
the Company defaults in the payment of the Redemption Price). If this
Convertible Subordinated Note is redeemed on a date which is also an Interest
Payment Date, the interest payment (and Liquidated Damages, if any) due on such
Interest Payment Date

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will be paid to the Person in whose name this Convertible Subordinated Note is
registered at the close of business on such Regular Record Date.

6. DESIGNATED EVENT. Upon a Designated Event, the Company shall
make a Designated Event Offer to repurchase all outstanding Convertible
Subordinated Notes at a price equal to 101% of the aggregate principal amount of
the Convertible Subordinated Notes, plus accrued and unpaid interest (and
Liquidated Damages, if any) 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 Convertible Subordinated 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.

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

8. DENOMINATIONS, TRANSFER, EXCHANGE. The Convertible
Subordinated Notes are in registered form without coupons in denominations of
$1,000 and integral multiples of $1,000. The transfer of Convertible
Subordinated Notes may be registered and Convertible Subordinated 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 required by law or permitted by the Indenture.
The Company or the Registrar need not exchange or register the transfer of any
Convertible Subordinated Note or portion of a Convertible Subordinated Note
selected for redemption or submitted for repurchase. Also, the Company or the
Registrar need not exchange or register the transfer of any Convertible
Subordinated Note for a period of 15 days before a selection of Convertible
Subordinated Notes to be redeemed.

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

10. AMENDMENTS AND WAIVERS. Subject to certain exceptions, the
Company and the Trustee may amend the Indenture or the Convertible Subordinated

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Notes with the written consent of the holders of at least a majority in
principal amount of the then outstanding Convertible Subordinated Notes
(including consents obtained in connection with tender offer or exchange offer
for Convertible Subordinated Notes) and any existing default may be waived with
the consent of the holders of a majority in principal amount of the then
outstanding Convertible Subordinated Notes.

Without the consent of any holder of a Convertible Subordinated
Note, the Indenture or the Convertible Subordinated Notes may be amended by the
Company and the Trustee to: (a) cure any ambiguity or correct or supplement any
defective or inconsistent provision contained in the Indenture, or make 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 Convertible Subordinated Notes; (b) provide for uncertificated
Convertible Subordinated Notes in addition to or in place of certificated
Convertible Subordinated Notes; (c) evidence 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 Convertible Subordinated
Notes as permitted by Section 5.01 of the Indenture; (d) provide for conversion
rights and/or repurchase rights of holders of Convertible Subordinated 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; (e) reduce the Conversion Price; (f) make any change that would
provide any additional rights or benefits to the holders of Convertible
Subordinated Notes or that does not adversely affect the legal rights under the
Indenture of any such holder; or (g) comply 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 affected, an amendment or
waiver may not (with respect to any Convertible Subordinated Notes held by a
non-consenting holder): (a) reduce the principal amount of Convertible
Subordinated Notes whose holders must consent to an amendment, supplement or
waiver; (b) reduce the principal of, or premium on, or change the fixed maturity
of any Convertible Subordinated Note or, except as permitted pursuant to clause
(a) of the immediately preceding paragraph, alter the provisions with respect to
the redemption of the Convertible Subordinated Notes; (c) reduce the rate of or
change the time for payment of interest, including defaulted interest, or
Liquidated Damages on any Convertible Subordinated Notes; (d) waive a Default or
Event of Default in the payment of principal of or premium, if any, or interest
or Liquidated Damages on the Convertible Subordinated Notes (except a rescission
of acceleration of the Convertible Subordinated Notes by the holders of at least
a majority in aggregate principal amount of the Convertible Subordinated Notes
and a waiver of the payment default that resulted from such acceleration); (e)
make the principal of, or premium, if any, or interest or Liquidated Damages on,
any Convertible Subordinated Note payable in money other than as provided for in
the Indenture and in the Convertible Subordinated Notes; (f) make any change in
the provisions of the Indenture relating to waivers of past Defaults or the
rights of holders of Convertible Subordinated Notes to

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84

receive payments of principal of, premium, if any, or interest or Liquidated
Damages on the Convertible Subordinated Notes; (g) waive a redemption payment
with respect to any Convertible Subordinated Note; (h) make any change in the
foregoing amendment and waiver provisions, or (i) except as permitted by the
Indenture (including Section 9.01(a)), increase the Conversion Price or modify
the provisions of the Indenture relating to conversion of the Convertible
Subordinated Notes in a manner adverse to the holders thereof. In addition, any
amendment to the provisions of Article XI of the Indenture (which relate to
subordination) will require the consent of the holders of at least 75% in
aggregate principal amount of the Convertible Subordinated Notes then
outstanding if such amendment would adversely affect the rights of holders of
Convertible Subordinated Notes.

11. DEFAULTS AND REMEDIES. An Event of Default is: (a) default
in payment of the principal of, or premium, if any, on the Convertible
Subordinated Notes, when due at maturity, upon repurchase, upon acceleration or
otherwise, whether or not such payment is prohibited by the subordination
provisions of the Indenture; (b) default for 30 days or more in payment of any
installment of interest or Liquidated Damages on the Convertible Subordinated
Notes, whether or not such payment is prohibited by the subordination provisions
of the Indenture; (c) default by the Company for 60 days or more after notice in
the observance or performance of any other covenants in the Indenture; (d)
default in the payment of the Designated Event Payment in respect of the
Convertible Subordinated Notes on the date therefor, whether or not such payment
is prohibited by the subordination provisions of the Indenture; (e) failure to
provide timely notice of a Designated Event; (f) failure of the Company or 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; (g) default by the Company or any Material Subsidiary with respect to
any such indebtedness, which default results in the acceleration of 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; or (h) 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 Convertible
Subordinated Notes may declare the unpaid principal of, premium, if any, and
accrued and unpaid interest and Liquidated Damages, if any, on all Convertible
Subordinated 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 Convertible Subordinated Notes become due and payable without
further action or notice. Holders of Convertible Subordinated Notes may not
enforce the Indenture or the Convertible Subordinated Notes except as provided
in the Indenture. The Trustee may require an indemnity satisfactory to it before
it enforces the Indenture or the Convertible Subordinated Notes. Subject to
certain limitations, holders of a majority in principal amount of the then
outstanding Convertible Subordinated Notes may direct

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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 or Liquidated Damages, if applicable) if
it determines that withholding notice is in their interests. The Company must
furnish annual compliance certificates to the Trustee.

12. 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.

13. 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 Convertible Subordinated 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 Convertible
Subordinated Note waives and releases all such liability. The waiver and release
are part of the consideration for the Convertible Subordinated Notes.

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

15. 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.

16. CONVERSION. Subject to and upon compliance with the
provisions of the Indenture, the registered holder of this Convertible
Subordinated 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 Convertible
Subordinated Note or any portion hereof is (a) called for redemption prior to
such date, before the close of business on the last trading day preceding the
Redemption Date (unless the Company defaults in payment of the Redemption Price
in which case the conversion right will terminate at the close of business on
the trading day preceding the date such default is cured) or (b) 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 or such holder elects to withdraw the submission of
such election to repurchase ) to convert the principal amount hereof, 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 of the Company ("Common Stock") obtained by dividing the principal amount
of the Convertible Subordinated Note or portion thereof to be converted by the
conversion price of $35.00 per share, as adjusted from time to time as provided
in the Indenture (the "Conversion Price"), upon surrender of this Convertible

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Subordinated 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 Convertible Subordinated
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 (unless this Convertible Subordinated Note or the portion thereof
being converted has been called for redemption on a date in such period), also
accompanied by payment, in funds acceptable to the Company, of an amount equal
to the interest and Liquidated Damages, if any, otherwise payable on such
Interest Payment Date on the principal amount of this Convertible Subordinated
Note then being converted. 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 or Liquidated Damages accrued hereon or for dividends on
Common Stock delivered on conversion. The right to convert this Convertible
Subordinated 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 therefor in cash based upon the current market price of
the Common Stock on the last trading day prior to the date of conversion.

17. REGISTRATION AGREEMENT. The holder of this Convertible
Subordinated Note is entitled to the benefits of a Registration Agreement, dated
May 25, 2001, between the Company and the Initial Purchasers (the "Registration
Agreement"). Pursuant to the Registration Agreement the Company has agreed for
the benefit of the holders of the Convertible Subordinated Notes and the Common
Stock issued upon conversion of the Convertible Subordinated Notes, that (i) it
will, at its cost, within 90 days after the Issue Date, file a shelf
registration statement (the "Shelf Registration Statement") with the Securities
and Exchange Commission (the "Commission") with respect to resales of the
Convertible Subordinated Notes and the Common Stock issuable upon conversion
thereof, (ii) the Company will use its reasonable efforts to cause such Shelf
Registration Statement to be declared effective under the Securities Act within
210 days after the Issue Date and (iii) the Company will keep such Shelf
Registration Statement continuously effective under the Securities Act until the
earliest of (a) the second anniversary of the Issue Date or, if later, the
second anniversary of the last date on which any Convertible Subordinated Notes
are issued upon exercise of the Initial Purchasers' over-allotment option, (b)
the date on which the Convertible Subordinated Notes or the Common Stock issued
or issuable upon conversion thereof may be sold by non-affiliates of the Company
pursuant to paragraph (k) of Rule 144 (or any successor

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provision then in force) promulgated by the Commission under the Securities Act,
(c) the date as of which all the Convertible Subordinated Notes or the Common
Stock issued or issuable upon conversion thereof have been transferred pursuant
to Rule 144 under the Securities Act (or any successor provision then in force)
promulgated by the Commission under the Securities Act and (d) the date as of
which all the Convertible Subordinated Notes or the Common Stock issued or
issuable upon conversion thereof have been sold pursuant to the Shelf
Registration Statement.

If the Shelf Registration Statement (i) is not filed with the
Commission on or prior to 90 days, or has not been declared effective by the
Commission within 210 days, after the Issue Date, or (ii) is filed and declared
effective but shall thereafter cease to be effective (without being succeeded
immediately by a replacement shelf registration statement filed and declared
effective) or usable (including as a result of a Suspension Period) for the
offer and sale of Transfer Restricted Securities for a period of time which
shall exceed 60 days in the aggregate in any 12-month period during the period
beginning on the Issue Date and ending on the second anniversary of the Issue
Date or, if later, the second anniversary of the last date on which any
Convertible Subordinated Notes are issued upon exercise of the Initial
Purchasers' over-allotment option, (each such event referred to in clauses (i)
and (ii) being referred to herein as a "Registration Default"), the Company will
pay Liquidated Damages to each holder of Transfer Restricted Securities that has
complied with its obligations under the Registration Agreement. The amount of
Liquidated Damages payable during any period in which a Registration Default
shall have occurred and be continuing is that amount which is equal to
one-quarter of one percent (25 basis points) per annum per $1,000 principal
amount of Securities and $2.50 per annum per 28.5714 shares of Common Stock
(subject to adjustment in the event of a stock split, stock recombination, stock
dividend and the like) constituting Transfer Restricted Securities for the first
90 days during which a Registration Default has occurred and is continuing and
one-half of one percent (50 basis points) per annum per $1,000 principal amount
of Convertible Subordinated Notes and $5.00 per annum per 28.5714 shares of
Common Stock (subject to adjustment as set forth above) constituting Transfer
Restricted Securities for any additional days during which such Registration
Default has occurred and is continuing. The Company will pay all accrued
Liquidated Damages by wire transfer of immediately available funds or by federal
funds check on each Damages Payment Date (as defined in the Registration
Agreement). Following the cure of a Registration Default, Liquidated Damages
will cease to accrue with respect to such Registration Default.

"Transfer Restricted Securities" means each Convertible
Subordinated Note and each share of Common Stock issuable or issued on
conversion thereof until the date on which such Convertible Subordinated Note or
share, as the case may be, (i) has been transferred pursuant to the Shelf
Registration Statement or another registration statement covering such
Convertible Subordinated Note or share which has been filed with the Commission
pursuant to the Securities Act, in either case after such registration statement
has become effective and while such registration statement is effective under
the Securities Act, (ii) has been transferred pursuant to Rule 144 under the
Securities Act

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(or any similar provision then in force), or (iii) may be sold or transferred
pursuant to paragraph (k) of Rule 144 (or any successor provision then in force)
promulgated by the Commission under the Securities Act.

Pursuant to the Registration Agreement, the Company may suspend
the use of the prospectus which is a part of the Shelf Registration Statement
for a period not to exceed 30 days in any three-month period or for three
periods not to exceed an aggregate of 90 days in any twelve-month period (any
such period being referred to as a "Suspension Period") under certain
circumstances; provided that the existence of a Suspension Period will not
prevent the occurrence of a Registration Default or otherwise limit the
obligation of the Company to pay Liquidated Damages.

The above description of certain provisions of the Registration
Agreement is qualified by reference to, and is subject in its entirety to, the
more complete description thereof contained in the Registration Agreement.

The Company will furnish to any holder upon written request and
without charge a copy of the Indenture and the Registration Agreement. Requests
may be made to: Corporate Secretary, Amkor Technology, Inc., 1345 Enterprise
Drive, West Chester, PA 19380.

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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:

Date of Transfer        Amount of Decrease        Amount of Increase      Principal Amount of          Signature of
in Principal Amount       in Principal Amount       this Global Note       Authorized Signatory
of this Global Note       of this Global Note        following such           of Trustee or
increase or decrease          Registrar

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FORM OF CONVERSION NOTICE

To: AMKOR TECHNOLOGY, INC.

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

Dated:

Fill in for registration of shares if to be delivered, and
Convertible Subordinated 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

A-14

91

---------------------------------------------------------------
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
Convertible Subordinated Notes are to be delivered, other than to and in the
name of the registered holder(s).]

A-15

92

ASSIGNMENT FORM

To assign this Convertible Subordinated Note, fill in the form below:
(I) or (we) assign and transfer this Convertible Subordinated 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 Convertible Subordinated 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 Convertible Subordinated Note)
Date:
----------------------------------

Medallion Signature Guarantee:
----------------------------------

[FOR INCLUSION ONLY IF THIS CONVERTIBLE SUBORDINATED NOTE BEARS A RESTRICTED
SECURITIES LEGEND] In connection with any transfer of any of the Convertible
Subordinated Notes evidenced by this certificate which are "restricted
securities" (as defined in Rule 144 (or any successor thereto) under the
Securities Act), the undersigned confirms that such Convertible Subordinated
Notes are being transferred:

CHECK ONE BOX BELOW

(1)     [ ]     to the Company; or

(2)     [ ]     pursuant to and in compliance with Rule 144A
under the Securities Act of 1933; or

(3)     [ ]     pursuant to and in compliance with Regulation S
under the Securities Act of 1933; or

(4)     [ ]     to an institutional "accredited investor" (as
defined in Rule 501(a)(1), (2), (3) or (7) under
the Securities Act of 1933) that has furnished
to the Trustee a signed letter containing
certain representations and agreements (the form
of which letter can be obtained from the
Trustee); or

(5)     [ ]     pursuant to an exemption from registration under
the Securities Act of 1933 provided by Rule 144
thereunder.

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93

Unless one of the boxes is checked, the Registrar will refuse to
register any of the Convertible Subordinated Notes evidenced by
this certificate in the name of any Person other than the
registered holder thereof; provided, however, that if box (3),
(4) or (5) is checked, the Trustee may require, prior to
registering any such transfer of the Convertible Subordinated
Notes, such certifications and other information, and if box (5)
is checked such legal opinions, as the Company has reasonably
requested in writing, by delivery to the Trustee of a standing
letter of instruction, to confirm that such transfer is being
made pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act
of 1933; provided that this paragraph shall not be applicable to
any Convertible Subordinated Notes which are not "restricted
securities" (as defined in Rule 144 (or any successor thereto)
under the Securities Act).

Your Signature:
--------------------------------------------------------
(Sign exactly as your name appears on the
other side of this Convertible Subordinated Note)
Date:
----------------------------------
Medallion Signature Guarantee:
------------------------------------------

A-17

94

OPTION OF HOLDER TO ELECT REPURCHASE

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

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

Medallion Signature Guarantee:

A-18

95

EXHIBIT B

FORM OF TRANSFER CERTIFICATE FOR TRANSFER
FROM GLOBAL SECURITY OR DEFINITIVE SECURITY
TO DEFINITIVE SECURITY

(Transfers pursuant to ss. 2.06(a)(i) or ss. 2.06(a)(ii) of the Indenture)

State Street Bank and Trust Company, as Registrar
Attn: Corporate Trust Department

Re:     Amkor Technology, Inc. 5.75% Convertible Subordinated 
Notes Due 2006 (the "Convertible Subordinated Notes)

Reference is hereby made to the Indenture dated as of May 25,
2001 (the "Indenture") between Amkor Technology, Inc. and State Street Bank and
Trust Company, as Trustee. Capitalized terms used but not defined herein shall
have the meanings given them in the Indenture.

This letter relates to U.S. $__________ aggregate principal
amount of Convertible Subordinated Notes which are held [in the form of a
[Definitive] [Global Security (CUSIP No. _____________)]* in the name of [name
of transferor] (the "Transferor") to effect the transfer of the Convertible
Subordinated Notes.

In connection with such request, and in respect of such
Convertible Subordinated Notes, the Transferor does hereby certify that such
Convertible Subordinated Notes are being transferred in accordance with (i) the
transfer restrictions set forth in the Convertible Subordinated Notes and the
Indenture and (ii) to a transferee that the Transferor reasonably believes is an
institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or
(7) of Regulation D under the U.S. Securities Act of 1933, as amended) (an
"Institutional Accredited Investor") which is acquiring such Convertible
Subordinated Notes for its own account or for one or more accounts, each of
which is an Institutional Accredited Investors, over which it exercises sole
investment discretion and (iii) in accordance with applicable securities laws of
any state of the United States.

[Name of Transferor],

By:
Name:
Title:
Dated:

--------------------------------
* Insert, if appropriate.

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96

EXHIBIT C

FORM OF ACCREDITED INVESTOR TRANSFEREE CERTIFICATE

(Transfers pursuant to ss. 2.06(a)(i) and ss. 2.06(a)(ii))

State Street Bank and Trust Company, as Registrar
Attn: Corporate Trust Department

Re:     Amkor Technology, Inc. 5.75% Convertible Subordinated
Notes Due 2006 (the "Convertible Subordinated Notes")

Reference is hereby made to the Indenture dated as of May 25,
2001 (the "Indenture") between Amkor Technology, Inc., a Delaware corporation
(the "Company"), and State Street Bank and Trust Company, as Trustee (the
"Trustee"). Capitalized terms used but not defined herein shall have the
meanings given them in the Indenture.

In connection with our proposed purchase of $___________________
aggregate principal amount of the Convertible Subordinated Notes, which are
convertible into shares of common stock ("Common Stock") of the Company, we
confirm that:

We understand that the Convertible Subordinated Notes and the Common Stock
issuable upon conversion thereof have not been registered under the Securities
Act of 1933, as amended (the "Securities Act"), and may not be sold except as
permitted in the following sentence. We understand and agree, on our own behalf
and on behalf of any accounts for which we are acting as hereinafter stated, (x)
that such Convertible Subordinated Notes are being transferred to us in a
transaction not involving any public offering within the meaning of the
Securities Act, (y) that if we should resell, pledge or otherwise transfer any
such Convertible Subordinated Notes or any shares of Common Stock issuable upon
conversion thereof prior to the later of (I) the expiration of the holding
period under Rule 144(k) (or any successor thereto) under the Securities Act
which is applicable to such Convertible Subordinated Notes or shares of Common
Stock, as the case may be, or (II) within three months after we cease to be an
affiliate (within the meaning of Rule 144 under the Securities Act) of the
Company, such Convertible Subordinated Notes or the Common Stock issuable upon
conversion thereof may be resold, pledged or transferred only (i) to the
Company, (ii) so long as such Convertible Subordinated Notes are eligible for
resale pursuant to Rule 144A under the Securities Act ("Rule 144A"), to a Person
whom we reasonably believe is a "qualified institutional buyer" (as defined in
Rule 144A) ("QIB") that purchases for its own account or for the account of a
QIB to whom notice is given that the resale, pledge or transfer is being made in
reliance on Rule 144A (as indicated by the box checked by the transferor

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97

on the Assignment Form on the reverse of the certificate for the Convertible
Subordinated Notes), it being understood that the Common Stock is not eligible
for resale pursuant to Rule 144A, (iii) in an offshore transaction (as defined
in Regulation S under the Securities Act) in accordance with Regulation S under
the Securities Act (as indicated by the box checked by the transferor on the
Assignment Form on the reverse of the certificate for the Convertible
Subordinated Notes or on a comparable Assignment Form for the Common Stock
issuable upon conversion thereof), (iv) to an institution that is an "accredited
investor" as defined in Rule 501 (a) (1), (2), (3) or (7) under the Securities
Act (an "Institutional Accredited Investor") (as indicated by the box checked by
the transferor on the Assignment Form on the reverse of the certificate for the
Convertible Subordinated Notes or on a comparable Assignment Form for the Common
Stock issuable upon conversion thereof) that is acquiring the securities for its
own account or for the account of one or more other Institutional Accredited
Investors over which it exercises sole investment discretion and that prior to
such transfer, delivers a signed letter to the Company and the Trustee (or the
transfer agent in the case of Common Stock issuable upon conversion thereof)
certifying that it and each such account is such an Institutional Accredited
Investor and is acquiring the Convertible Subordinated Notes or the Common Stock
issuable upon conversion thereof for investment purposes and not for
distribution and agreeing to the restrictions on transfer of the Convertible
Subordinated Notes or the Common Stock issuable upon conversion thereof, (v)
pursuant to an exemption from registration under the Securities Act provided by
Rule 144 (if applicable) under the Securities Act (as indicated by the box
checked transferor on the Assignment Form on the reverse of the certificate for
the Convertible Subordinated Notes or a comparable Assignment Form for the
Common Stock issuable upon conversion thereof), or (vi) pursuant to an effective
registration statement under the Securities Act, in each case in accordance with
any applicable securities laws of any state of the United States, and we will
notify any purchaser of the Convertible Subordinated Notes or the Common Stock
issuable upon conversion thereof from us of the above resale restrictions, if
then applicable. We further understand that in connection with any transfer of
the Convertible Subordinated Notes or the Common Stock issuable upon conversion
thereof (other than a transfer pursuant to clause (vi) above) by us that the
Company and the Trustee (or the transfer agent in the case of Common Stock
issuable upon conversion thereof) may request, and if so requested we will
furnish, such certificates and other information and, in the case of a transfer
pursuant to clause (v) above, a legal opinion as they may reasonably require to
confirm that any such transfer complies with the foregoing restrictions.
Finally, we understand that in any case we will not directly or indirectly
engage in any hedging transactions with regard to the Convertible Subordinated
Notes or the Common Stock issuable upon conversion of the Convertible
Subordinated Notes except as permitted by the Securities Act.

2.      We are able to fend for ourselves in connection with our
purchase of the Convertible Subordinated Notes, we have such knowledge and
experience in financial and business matters as to be capable of evaluating the
merits and risks of our investment in the Convertible Subordinated Notes, and we
and any accounts for which we are acting are each able to bear the economic risk
of our or its investment and can afford the complete loss of such investment.

3.      We understand that the Company and others will rely upon
the truth and accuracy of the foregoing acknowledgments, representations,
agreements and

C-2

98

warranties and we agree that if any of the acknowledgments, representations,
agreements or warranties made or deemed to have been made by us by our purchase
of the Convertible Subordinated Notes, for our own account or for one or more
accounts as to each of which we exercise sole investment discretion, are no
longer accurate, we shall promptly notify the Company.

4.      With respect to the certificates representing
Convertible Subordinated Notes we are purchasing, we understand that such
certificates will be in definitive registered form and that the notification
requirement referred to in 1 above requires that, until the expiration of the
holding period with respect to sales of the Convertible Subordinated Notes under
clause (k) of Rule 144 under the Securities Act, such Convertible Subordinated
Notes will bear a legend substantially to the following effect:

"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING
THIS SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT
BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE EXPIRATION OF THE
SECOND ANNIVERSARY OF THE ISSUANCE HEREOF (OR ANY PREDECESSOR SECURITY HERETO)
OR (Y) BY ANY HOLDER THAT WAS AN "AFFILIATE" (WITHIN THE MEANING OF RULE 144
UNDER THE SECURITIES ACT) OF THE COMPANY AT ANY TIME DURING THE THREE MONTHS
PRECEDING THE DATE OF SUCH TRANSFER, IN EITHER CASE OTHER THAN (1) TO THE
COMPANY, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE
144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (3) IN AN OFFSHORE TRANSACTION
(AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IN ACCORDANCE WITH
REGULATION S UNDER THE SECURITIES ACT, (4) TO AN INSTITUTION THAT IS AN
"ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE
SECURITIES ACT (AN "INSTITUTIONAL ACCREDITED INVESTOR") THAT IS ACQUIRING THIS
SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION AND THAT, PRIOR TO
SUCH TRANSFER, DELIVERS TO THE COMPANY AND THE TRUSTEE A SIGNED LETTER
CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS
ON TRANSFER OF THE SECURITY EVIDENCED HEREBY (THE FORM OF WHICH LETTER MAY BE
OBTAINED FROM THE TRUSTEE), (5) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT
OR (6) PURSUANT TO AN

C-3

99

EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES
FOR THE BENEFIT OF THE COMPANY THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER OR
(2) AN INSTITUTIONAL ACCREDITED INVESTOR AND THAT IT IS HOLDING THIS SECURITY
FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR (3) NOT A U.S. PERSON AND IS
OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE
REQUIREMENTS OF PARAGRAPH (k)(2) OF RULE 902 UNDER) REGULATION S UNDER THE
SECURITIES ACT. IN ANY CASE THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY,
ENGAGE IN ANY HEDGING TRANSACTIONS WITH REGARD TO THIS SECURITY OR ANY COMMON
STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY EXCEPT AS PERMITTED BY THE
SECURITIES ACT."

5.      With respect to certificates representing shares of
Common Stock issuable upon conversion of the Convertible Subordinated Notes, we
understand that the notification requirement referred to in 1 above requires
that, until the expiration of the holding period with respect to sales of such
Common Stock under clause (k) of Rule 144 under the Securities Act, such
certificates will bear a legend substantially to the effect set forth as Exhibit
D to the Indenture and that a copy of such legend may be obtained from the
Trustee.

6.      We are acquiring the Convertible Subordinated Notes
purchased by us for investment purposes, and not for distribution, for our own
account or for one or more accounts as to each of which we exercise sole
investment discretion and we are and each such account is an Institutional
Accredited Investor.

7.      You and the Company are entitled to rely on this letter
and you and the Company are irrevocably authorized to produce this letter or a
copy hereof to any interested party in any administrative or legal proceeding or
official inquiry with respect to the matters covered hereby.

Very truly yours,

(Name of Purchaser)
By:

Dated:

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100

EXHIBIT D

FORM OF RESTRICTED COMMON STOCK LEGEND

"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING
THIS SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT
BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE EXPIRATION OF THE
SECOND ANNIVERSARY OF THE ISSUANCE HEREOF (OR ANY PREDECESSOR SECURITY HERETO)
OR (Y) BY ANY HOLDER THAT WAS AN "AFFILIATE" (WITHIN THE MEANING OF RULE 144
UNDER THE SECURITIES ACT) OF THE COMPANY AT ANY TIME DURING THE THREE MONTHS
PRECEDING THE DATE OF SUCH TRANSFER, IN EITHER CASE, OTHER THAN (1) TO THE
COMPANY, (2) IN AN OFFSHORE TRANSACTION (AS DEFINED IN REGULATION S UNDER THE
SECURITIES ACT) IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (3) TO
AN INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a)(1),
(2), (3) OR (7) UNDER THE SECURITIES ACT (AN "INSTITUTIONAL ACCREDITED
INVESTOR") THAT IS ACQUIRING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR
DISTRIBUTION, AND THAT, PRIOR TO SUCH TRANSFER, DELIVERS TO THE COMPANY AND THE
TRANSFER AGENT A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
RELATING TO THE RESTRICTIONS ON TRANSFER OF THE SECURITY EVIDENCED HEREBY (THE
FORM OF WHICH LETTER MAY BE OBTAINED FROM THE COMPANY OR THE TRANSFER AGENT),
(4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED
BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT OR (5) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES
FOR THE BENEFIT OF THE COMPANY THAT IT IS (1) AN INSTITUTIONAL ACCREDITED
INVESTOR AND THAT IT IS HOLDING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT
FOR DISTRIBUTION OR (2) NOT A U.S. PERSON AND IS OUTSIDE THE UNITED STATES
WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH
(k)(2) OF RULE 902 UNDER) REGULATION S UNDER THE SECURITIES ACT. IN ANY CASE THE
HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING
TRANSACTION WITH REGARD TO THIS SECURITY EXCEPT AS PERMITTED BY THE SECURITIES
ACT."

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101

EXHIBIT E

FORM OF TRANSFER CERTIFICATE FOR TRANSFER
OF RESTRICTED COMMON STOCK

(Transfers pursuant to ss. 12.11(c) of the Indenture)

[NAME AND ADDRESS OF COMMON STOCK TRANSFER AGENT]

Re:  Amkor Technology, Inc. 5.75% Convertible Subordinated Notes
Due 2006 (the "Convertible Subordinated Notes")

Reference is hereby made to the Indenture dated as of May 21,
2001 (the "Indenture") between Amkor Technology, Inc. and State Street Bank and
Trust Company, as Trustee. Capitalized terms used but not defined herein shall
have the meanings given them in the Indenture.

This letter relates to _________ shares of Common Stock
represented by the accompanying certificate(s) that were issued upon conversion
of Convertible Subordinated Notes and which are held in the name of [name of
transferor] (the "Transferor") to effect the transfer of such Common Stock.

In connection with the transfer of such shares of Common Stock,
the undersigned confirms that such shares of Common Stock are being transferred:

CHECK ONE BOX BELOW

(1)     [ ]     to the Company; or

(2)     [ ]     pursuant to and in compliance with Regulation S
under the Securities Act of 1933; or

(3)     [ ]     to an institutional "accredited investor" (as
defined in Rule 501(a)(1), (2), (3) or (7) under
the Securities Act of 1933) that has furnished
to the transfer agent a signed letter containing
certain representations and agreements (the form
of which letter can be obtained from the Company
or transfer agent); or

(4)     [ ]     pursuant to an exemption from registration under
the Securities Act of 1933 provided by Rule 144
thereunder.

Unless one of the boxes is checked, the transfer agent will
refuse to register any of the Common Stock evidenced by this certificate in the
name of any Person other than the registered holder thereof; provided, however,
that if box (2), (3) or (4) is checked, the transfer agent may require, prior to
registering any such transfer of the Common Stock such certifications and other
information, and if box (4) is checked such

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102

legal opinions, as the Company has reasonably requested in writing, by delivery
to the transfer agent of a standing letter of instruction, to confirm that such
transfer is being made pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act of 1933.

[Name of Transferor],
By

Name:
Title:

Dated:

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103

TABLE OF CONTENTS

PAGE

ARTICLE I             DEFINITIONS.......................................................................1

SECTION 1.01.Definitions.......................................................................1

SECTION 1.02.Other Definitions.................................................................9

SECTION 1.03.Incorporation by Reference of Trust Indenture Act................................10

SECTION 1.04.Rules of Construction............................................................10

ARTICLE II            THE CONVERTIBLE SUBORDINATED NOTES...............................................11

SECTION 2.01.Form and Dating..................................................................11

SECTION 2.02.Execution and Authentication.....................................................12

SECTION 2.03.The Trustee Registrar, Paying Agent and Conversion Agent.........................13

SECTION 2.04.Paying Agent To Hold Money in Trust..............................................13

SECTION 2.05.Holder Lists.....................................................................14

SECTION 2.06.Transfer and Exchange............................................................14

SECTION 2.07.Replacement Convertible Subordinated Notes.......................................18

SECTION 2.08.Outstanding Convertible Subordinated Notes.......................................19

SECTION 2.09.When Treasury Convertible Subordinated Notes Disregarded.........................19

SECTION 2.10.Temporary Convertible Subordinated Notes.........................................19

SECTION 2.11.Cancellation.....................................................................20

SECTION 2.12.Defaulted Interest...............................................................21

SECTION 2.13.CUSIP Number.....................................................................21

SECTION 2.14.Regulation S.....................................................................21

ARTICLE III           REDEMPTION.......................................................................21

SECTION 3.01.Optional Redemption..............................................................22

SECTION 3.02.Notices to Trustee...............................................................22

SECTION 3.03.Selection of Convertible Subordinated Notes To Be Redeemed.......................22

SECTION 3.04.Notice of Redemption.............................................................23

SECTION 3.05.Effect of Notice of Redemption...................................................24

SECTION 3.06.Deposit of Redemption Price......................................................24

SECTION 3.07.Convertible Subordinated Notes Redeemed in Part..................................25

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TABLE OF CONTENTS
(CONTINUED)

PAGE

SECTION 3.08.Conversion Arrangement on Call for Redemption....................................25

ARTICLE IV            COVENANTS........................................................................26

SECTION 4.01.Payment of Convertible Subordinated Notes........................................26

SECTION 4.02.Commission Reports...............................................................26

SECTION 4.03.Compliance Certificate...........................................................26

SECTION 4.04.Maintenance of Office or Agency..................................................27

SECTION 4.05.Continued Existence..............................................................27

SECTION 4.06.Repurchase Upon Designated Event.................................................27

SECTION 4.07.Appointments to Fill Vacancies in Trustee's Office...............................30

SECTION 4.08.Stay, Extension and Usury Laws...................................................30

SECTION 4.09.Taxes............................................................................30

SECTION 4.10.Liquidated Damages...............................................................31

ARTICLE V             SUCCESSORS.......................................................................31

SECTION 5.01.When the Company May Merge, Etc..................................................31

SECTION 5.02.Successor Corporation Substituted................................................32

SECTION 5.03.Purchase Option on Change of Control.............................................32

ARTICLE VI            DEFAULTS AND REMEDIES............................................................32

SECTION 6.01.Events of Default................................................................32

SECTION 6.02.Acceleration.....................................................................35

SECTION 6.03.Other Remedies...................................................................35

SECTION 6.04.Waiver of Past Defaults..........................................................35

SECTION 6.05.Control by Majority..............................................................36

SECTION 6.06.Limitation on Suits..............................................................36

SECTION 6.07.Rights of Holders To Receive Payment.............................................37

SECTION 6.08.Collection Suit by Trustee.......................................................37

SECTION 6.09.Trustee May File Proofs of Claim.................................................37

SECTION 6.10.Priorities.......................................................................37

SECTION 6.11.Undertaking for Costs............................................................38

ARTICLE VII           THE TRUSTEE......................................................................38

SECTION 7.01.Duties of the Trustee............................................................38

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TABLE OF CONTENTS
(CONTINUED)

PAGE

SECTION 7.02.Rights of the Trustee............................................................39

SECTION 7.03.Individual Rights of the Trustee.................................................41

SECTION 7.04.Trustee's Disclaimer.............................................................41

SECTION 7.05.Notice of Defaults...............................................................41

SECTION 7.06.Reports by the Trustee to Holders................................................41

SECTION 7.07.Compensation and Indemnity.......................................................42

SECTION 7.08.Replacement of the Trustee.......................................................43

SECTION 7.09.Successor Trustee by Merger, etc.................................................44

SECTION 7.10.Eligibility, Disqualification....................................................44

SECTION 7.11.Preferential Collection of Claims Against Company................................44

ARTICLE VIII          SATISFACTION AND DISCHARGE OF INDENTURE..........................................44

SECTION 8.01.Discharge of Indenture...........................................................44

SECTION 8.02.Deposited Monies to be Held in Trust by Trustee..................................45

SECTION 8.03.Paying Agent to Repay Monies Held................................................45

SECTION 8.04.Return of Unclaimed Monies.......................................................45

SECTION 8.05.Reinstatement....................................................................46

ARTICLE IX            AMENDMENTS.......................................................................46

SECTION 9.01.Without the Consent of Holders...................................................46

SECTION 9.02.With the Consent of Holders......................................................47

SECTION 9.03.Compliance with the Trust Indenture Act..........................................48

SECTION 9.04.Revocation and Effect of Consents................................................48

SECTION 9.05.Notation on or Exchange of Convertible Subordinated Notes........................49

SECTION 9.06.Trustee Protected................................................................49

ARTICLE X             GENERAL PROVISIONS...............................................................49

SECTION 10.01.Trust Indenture Act Controls....................................................49

SECTION 10.02.Notices.........................................................................50

SECTION 10.03.Communication by Holders With Other Holders.....................................50

SECTION 10.04.Certificate and Opinion as to Conditions Precedent..............................50

SECTION 10.05.Statements Required in Certificate or Opinion...................................51

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TABLE OF CONTENTS
(CONTINUED)

PAGE

SECTION 10.06.Rules by Trustee and Agents.....................................................51

SECTION 10.07.Legal Holidays..................................................................52

SECTION 10.08.No Recourse Against Others......................................................52

SECTION 10.09.Counterparts....................................................................52

SECTION 10.10.Other Provisions................................................................52

SECTION 10.11.Governing Law...................................................................53

SECTION 10.12.No Adverse Interpretation of Other Agreements...................................53

SECTION 10.13.Successors......................................................................53

SECTION 10.14.Severability....................................................................53

SECTION 10.15.Table of Contents, Headings, Etc................................................53

ARTICLE XI            SUBORDINATION....................................................................53

SECTION 11.01.Agreement to Subordinate........................................................53

SECTION 11.02.Liquidation; Dissolution; Bankruptcy............................................54

SECTION 11.03.Default on Senior Debt and/or Designated Senior Debt............................54

SECTION 11.04.Acceleration of Convertible Subordinated Notes..................................55

SECTION 11.05.When Distribution Must Be Paid Over.............................................55

SECTION 11.06.Notice by Company...............................................................56

SECTION 11.07.Subrogation.....................................................................56

SECTION 11.08.Relative Rights.................................................................56

SECTION 11.09.Subordination May Not Be Impaired by Company....................................57

SECTION 11.10.Distribution or Notice to Representative........................................57

SECTION 11.11.Rights of Trustee and Paying Agent..............................................57

SECTION 11.12.Authorization to Effect Subordination...........................................57

SECTION 11.13.Article Applicable to Paying Agents.............................................58

SECTION 11.14.Senior Debt Entitled to Rely....................................................58

SECTION 11.15.Permitted Payments..............................................................58

ARTICLE XII           CONVERSION OF CONVERTIBLE SUBORDINATED NOTES.....................................58

SECTION 12.01.Right to Convert................................................................58

SECTION 12.02.Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; 
No Adjustment for Interest or Dividends.........................................59

iv

107

TABLE OF CONTENTS
(CONTINUED)

PAGE

SECTION 12.03.Cash Payments in Lieu of Fractional Shares......................................60

SECTION 12.04.Conversion Price................................................................61

SECTION 12.05.Adjustment of Conversion Price..................................................61

SECTION 12.06.Effect of Reclassification, Consolidation, Merger or Sale.......................71

SECTION 12.07.Taxes on Shares Issued..........................................................72

SECTION 12.08.Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock.........72

SECTION 12.09.Responsibility of Trustee.......................................................73

SECTION 12.10.Notice to Holders Prior to Certain Actions......................................73

SECTION 12.11.Restriction on Common Stock Issuable Upon Conversion............................74

v

1
Exhibit 4.2

AMKOR TECHNOLOGY, INC.

5.75% Convertible Subordinated Notes due 2006

REGISTRATION AGREEMENT

New York, New York
May 25, 2001

Salomon Smith Barney Inc.
As Representatives of the Initial Purchasers Named in Schedule I to the Purchase
Agreement (as defined below) c/o Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

Amkor Technology, Inc., a Delaware corporation (the "Company"),
proposes to issue and sell (such issuance and sale, the "Initial Placement") to
the several parties named in Schedule I to the Purchase Agreement (the "Initial
Purchasers") for whom Salomon Smith Barney Inc. (the "Representatives") are
acting as representatives, upon the terms set forth in a purchase agreement
dated May 18, 2001 (the "Purchase Agreement"), $250,000,000 aggregate principal
amount (plus up to an additional $50,000,000 aggregate principal amount to cover
over-allotments, if any) of its 5.75% Convertible Subordinated Notes due 2006
(the "Securities"). The Securities will be governed by an Indenture dated as of
May 25, 2001, between the Company and State Street Bank and Trust Company, as
trustee, as the same may be amended from time to time in accordance with the
terms thereof. The Securities will be convertible into shares of Common Stock
(as defined in the Indenture), at the conversion price set forth in, and as the
same may be adjusted from time to time pursuant to, the Indenture. As an
inducement to you to enter into the Purchase Agreement and in satisfaction of a
condition to your obligations thereunder, the Company agrees with you, (i) for
your benefit and (ii) for the benefit of the holders from time to time of the
Securities and the Common Stock issuable upon conversion of the Securities
(including you), as follows:

1.      Definitions. Capitalized terms used herein without
definition shall have the respective meanings set forth in the Indenture. As
used in this Agreement, the following capitalized terms shall have the following
meanings:

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

"Affiliate" has the meaning set forth in the Indenture.

"Business Day" has the meaning set forth in the Indenture.

2

"Damages Payment Date" means, with respect to the Securities or
the Common Stock issuable upon conversion thereof, as applicable, each Interest
Payment Date; and in the event that any Security, or portion thereof, is called
for redemption or surrendered for purchase by the Company and not withdrawn
pursuant to a Designated Event Offer (as defined in the Indenture), the relevant
redemption date or Designated Event Payment Date (as defined in the Indenture)
as the case may be, shall also be a Damages Payment Date with respect to such
Security, or portion thereof, unless the Indenture provides that accrued and
unpaid interest on the Security (or portion thereof) to be redeemed or
repurchased, as the case may be, is to be paid to the person who was the Holder
thereof on a record date prior to such redemption date or Designated Event
Payment Date, as the case may be, in which case the Damages Payment Date shall
be the date on which interest is payable to such Record Holder.

"Default Rate" means the rate of interest payable with respect
to overdue amounts on the Securities pursuant to Section 4.01 of the Indenture.

"DTC" has the meaning set forth in Section 3(k) hereof.

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

"Holder" means a person who is a holder or beneficial owner
(including the Initial Purchaser) of any Securities or shares of Common Stock
issued upon conversion of Securities; provided that, unless otherwise expressly
stated herein, only registered holders of Securities or Common Stock issued on
conversion thereof shall be counted for purposes of calculating any proportion
of holders entitled to take any action or give notice pursuant to this
Agreement.

"Indenture" has the meaning set forth in the preamble hereto.

"Initial Placement" has the meaning set forth in the preamble
hereto.

"Initial Purchasers" has the meaning set forth in the preamble
hereto.

"Interest Payment Date" has the meaning set forth in the
Indenture.

"Issue Date" has the meaning set forth in the Indenture.

"Liquidated Damages" has the meaning set forth in Section 2(e)
hereof.

"Majority Holders" means the Holders of a majority of the then
outstanding aggregate principal amount of Securities registered under a Shelf
Registration Statement; provided, that Holders of Common Stock issued upon
conversion of Securities shall be deemed to be Holders of the aggregate
principal amount of Securities from which such Common Stock was converted; and
provided, further, that Securities or Common Stock which have been sold or
otherwise transferred pursuant to

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the Shelf Registration Statement shall not be included in the calculation of
Majority Holders.

"Majority Underwriting Holders" means, with respect to any
Underwritten Offering, the Holders of a majority of the then outstanding
aggregate principal amount of Securities registered under any Shelf Registration
Statement whose Securities are or are to be included in such Underwritten
Offering; provided that Holders of Common Stock issued upon conversion of
Securities shall be deemed to be Holders of the aggregate principal amount of
Securities from which such Common Stock was converted.

"Managing Underwriters" means the Underwriter or Underwriters
that shall administer an Underwritten Offering.

"Maturity Date" has the meaning set forth in the Indenture.

"NASD" has the meaning set forth in Section 3(i) hereof.

"Notice and Questionnaire" means a Notice of Registration
Statement and Selling Securityholder Questionnaire substantially in the form of
Exhibit A hereto.

"Person" and "person" have the meaning set forth in the
Indenture.

"Prospectus" means the prospectus included in any Shelf
Registration Statement (including, without limitation, a prospectus that
discloses information previously omitted from a prospectus filed as part of an
effective registration statement in reliance upon Rule 430A under the Act), as
amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Securities or Common Stock issuable upon
conversion thereof covered by such Shelf Registration Statement, including all
documents incorporated or deemed to be incorporated by reference in such
prospectus.

"Purchase Agreement" has the meaning set forth in the preamble
hereto.

"Record Holder" means (i) with respect to any Damages Payment
Date which occurs on an Interest Payment Date, each person who is registered on
the books of the registrar as the holder of Securities at the close of business
on the record date with respect to such Interest Payment Date and (ii) with
respect to any Damages Payment Date relating to the Common Stock issued upon
conversion thereof, each person who is a holder of record of such Common Stock
fifteen days prior to the Damages Payment Date.

"Registration Default" has the meaning set forth in Section 2(e)
hereof.

"Representatives" has the meaning set forth in the preamble
hereto.

"Rule 144" means Rule 144 (or any successor provision then in
force) promulgated by the SEC under the Act.

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4

"SEC" means the Securities and Exchange Commission.

"Securities" has the meaning set forth in the preamble hereto.

"Shelf Registration" means a registration effected pursuant to
Section 2 hereof.

"Shelf Registration Period" has the meaning set forth in
Section 2(c) hereof.

"Shelf Registration Statement" means a "shelf" registration
statement of the Company pursuant to the provisions of Section 2 hereof which
covers all of the Securities and the Common Stock issuable upon conversion
thereof, as applicable, on Form S-3 or on another appropriate form for an
offering to be made on a delayed or continuous basis pursuant to Rule 415 under
the Act, or any similar rule that may be adopted by the SEC, and all amendments
and supplements to such registration statement, including post-effective
amendments, in each case including the Prospectus contained therein, all
exhibits thereto and all documents incorporated or deemed to be incorporated by
reference therein.

"Suspension Period" has the meaning set forth in Section 2(d)
hereof.

"Transfer Restricted Securities" means each Security and each
share of Common Stock issuable or issued upon conversion thereof until the date
on which such Security or share of Common Stock, as the case may be, (i) has
been transferred pursuant to the Shelf Registration Statement or another
registration statement covering such Security or share of Common Stock which has
been filed with the SEC pursuant to the Act, in either case after such
registration statement has become effective and while such registration
statement is effective under the Act, (ii) has been transferred pursuant to Rule
144 under the Act (or any similar provision then in force) or (iii) may be sold
or transferred pursuant to Rule 144(k) under the Act (or any successor provision
promulgated by the SEC then in force).

"Trustee" means the trustee with respect to the Securities under
the Indenture.

"Underwriter" means any underwriter of Securities or Common
Stock issuable upon conversion thereof in connection with an offering thereof
under a Shelf Registration Statement.

"Underwritten Offering" means an offering in which the
Securities or Common Stock issued upon conversion thereof are sold to an
Underwriter or with the assistance of an Underwriter for reoffering to the
public.

All references in this Agreement to financial statements and
schedules and other information which is "contained", "included", or "stated" in
the Shelf Registration

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5

Statement, any preliminary Prospectus or Prospectus (and all other references of
like import) shall be deemed to mean and include all such financial statements
and schedules and other information which are incorporated or deemed to be
incorporated by reference in such Shelf Registration Statement, preliminary
Prospectus or Prospectus, as the case may be; and all references in this
Agreement to amendments or supplements to the Shelf Registration Statement, any
preliminary Prospectus or Prospectus shall be deemed to mean and include the
filing of any document under the Exchange Act, after the date of such Shelf
Registration Statement, preliminary Prospectus or Prospectus, as the case may
be, which is incorporated or deemed to be incorporated by reference therein.

2.      Shelf Registration Statement.

(a)     The Company shall prepare and, not later than 90 days
following the Issue Date, shall file with the SEC a Shelf Registration Statement
with respect to resales of the Securities and the Common Stock issuable upon
conversion thereof by the Holders from time to time in accordance with the
methods of distribution elected by such Holders and set forth in such Shelf
Registration Statement and thereafter shall use its best efforts to cause such
Shelf Registration Statement to be declared effective under the Act within 210
days after the Issue Date; provided, that if any Securities are issued upon
exercise of the over-allotment option granted to the Initial Purchasers in the
Purchase Agreement and the date on which such Securities are issued occurs after
the Issue Date, the Company will take such steps, prior to the effective date of
the Shelf Registration Statement, to ensure that such Securities and Common
Stock issuable upon conversion thereof are included in the Shelf Registration
Statement on the same terms as the Securities issued on the Issue Date. The
Company shall amend the Shelf Registration Statement or supplement the
Prospectus as and if required by the rules, regulations or instructions
applicable to the registration form used by the Company for the Shelf
Registration Statement or as and if otherwise required by the Act, the Exchange
Act or the SEC.

(b)     (1)     Not less than 30 calendar days prior to the
effectiveness of the Shelf Registration Statement, the Company shall mail the
Notice and Questionnaire to the Holders of Securities and Common Stock issued
upon conversion thereof. No Holder shall be entitled to be named as a selling
securityholder in the Shelf Registration Statement, and no Holder shall be
entitled to use the Prospectus forming a part thereof for resales of Securities
or Common Stock issued upon conversion thereof at any time, unless such Holder
has returned a completed and signed Notice and Questionnaire to the Company by
the deadline for responses set forth therein; provided, however, that Holders of
Securities or Common Stock issued upon conversion thereof shall have at least 20
calendar days from the date on which the Notice and Questionnaire is first
mailed to such Holders to return a completed and signed Notice and Questionnaire
to the Company.

(2)     After the Shelf Registration Statement has
become effective, the Company shall, upon the request of any Holder of
Securities or Common Stock issued or issuable upon conversion thereof that has
not returned a completed Notice and Questionnaire, promptly send a Notice and
Questionnaire to such Holder.

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6

The Company shall not be required to take any action to name such Holder as a
selling securityholder in the Shelf Registration Statement or to enable such
Holder to use the Prospectus forming a part thereof for resales of Securities or
Common Stock issued or issuable upon conversion thereof until such Holder has
returned a completed and signed Notice and Questionnaire to the Company,
whereupon the Company will be required to take such action.

(c)     The Company shall keep the Shelf Registration Statement
continuously effective under the Act in order to permit the Prospectus forming a
part thereof to be usable by all Holders until the earliest of (i) the second
anniversary of the Issue Date or, if later, the second anniversary of the last
date on which any Securities are issued upon exercise of the Initial Purchasers'
over-allotment option, (ii) the date on which all the Securities and Common
Stock issued or issuable upon conversion thereof may be sold by non-affiliates
("affiliates" for such purpose having the meaning set forth in Rule 144) of the
Company pursuant to paragraph (k) of Rule 144 (or any successor provision)
promulgated by the SEC under the Act, (iii) the date as of which all the
Securities and Common Stock issued or issuable upon conversion thereof have been
transferred pursuant to Rule 144 (or any similar provision then in force) and
(iv) such date as of which all the Securities and the Common Stock issued or
issuable upon conversion thereof have been sold pursuant to the Shelf
Registration Statement (in any such case, such period being called the "Shelf
Registration Period"). The Company shall: (i) subject to Section 2(d), prepare
and file with the SEC such amendments and post-effective amendments to the Shelf
Registration Statement as may be necessary to keep the Shelf Registration
Statement continuously effective for the Shelf Registration Period; (ii) subject
to Section 2(d), cause the related Prospectus to be supplemented by any required
supplement, and as so supplemented to be filed pursuant to Rule 424 (or any
similar provision then in force) promulgated by the SEC under the Act; and (iii)
comply in all material respects with the provisions of the Act with respect to
the disposition of all securities covered by the Shelf Registration Statement
during the applicable period in accordance with the intended methods of
disposition by the sellers thereof set forth in such Shelf Registration
Statement as so amended or such Prospectus as so supplemented.

(d)     The Company may suspend the use of the Prospectus for a
period not to exceed 30 days in any three-month period or for three periods not
to exceed an aggregate of 90 days in any 12-month period (each a "Suspension
Period") for valid business reasons, to be determined by the Company in its sole
reasonable judgment (not including avoidance of the Company's obligations
hereunder), including, without limitation, the acquisition or divestiture of
assets, public filings with the SEC, pending corporate developments and similar
events; provided that the Company promptly thereafter complies with the
requirements of Section 3(j) hereof, if applicable; provided, that the existence
of a Suspension Period will not prevent the occurrence of a Registration Default
or otherwise limit the obligation of the Company to pay Liquidated Damages. The
Company shall provide notice to the Holders of a Suspension Period as required
under Section 3(c)(1)(iv) hereof.

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7

(e)     If the Shelf Registration Statement (i) is not filed
with the SEC on or prior to 90 days after the Issue Date, (ii) has not been
declared effective by the SEC within 210 days after the Issue Date, or (iii) is
filed and declared effective but shall thereafter cease to be effective (without
being succeeded immediately by a replacement shelf registration statement filed
and declared effective) or usable (including as a result of a Suspension Period)
for the offer and sale of Transfer Restricted Securities for a period of time
(including any Suspension Period) which shall exceed 60 days in the aggregate in
any 12-month period during the period beginning on the Issue Date and ending on
the second anniversary of the Issue Date or, if later, the second anniversary of
the last date on which any Securities are issued upon exercise of the Initial
Purchasers' over-allotment option (each such event referred to in clauses (i)
through (iii), a "Registration Default"), the Company will pay liquidated
damages ("Liquidated Damages") to each Holder of Transfer Restricted Securities
that has complied with such Holder's obligations under this Agreement. The
amount of Liquidated Damages payable during any period in which a Registration
Default shall have occurred and is continuing is that amount which is equal to
one-quarter of one percent (25 basis points) per annum per $1,000 principal
amount of Securities and $2.50 per annum per 28.5714 shares of Common Stock
(subject to adjustment as provided in the Indenture) constituting Transfer
Restricted Securities for the first 90 days during which a Registration Default
has occurred and is continuing and one-half of one percent (50 basis points) per
annum per $1,000 principal amount of Securities and $5.00 per annum per 28.5714
shares of Common Stock (subject to adjustment as provided in the Indenture)
constituting Transfer Restricted Securities for any additional days during which
a Registration Default has occurred and is continuing, it being understood that
all calculations pursuant to this and the preceding sentence shall be carried
out to five decimals. Following the cure of each Registration Default,
Liquidated Damages will cease to accrue with respect to such Registration
Default. All accrued Liquidated Damages shall be paid by wire transfer of
immediately available funds or by federal funds check by the Company on each
Damages Payment Date and Liquidated Damages will be calculated on the basis of a
360-day year consisting of twelve 30-day months. In the event that any
Liquidated Damages are not paid when due, then to the extent permitted by law,
such overdue Liquidated Damages, if any, shall bear interest until paid at the
Default Rate, compounded semi-annually. The parties hereto agree that the
Liquidated Damages provided for in this Section 2(e) constitute a reasonable
estimate of the damages that may be incurred by Holders by reason of a
Registration Default.

(f)     All of the Company's obligations (including, without
limitation, the obligation to pay Liquidated Damages) set forth in the preceding
paragraph which are outstanding or exist with respect to any Transfer Restricted
Security at the time such security ceases to be a Transfer Restricted Security
shall survive until such time as all such obligations with respect to such
security shall have been satisfied in full.

(g)     Immediately upon the occurrence or the termination of a
Registration Default, the Company shall give the Trustee, in the case of notice
with respect to the Securities, and the transfer and paying agent for the Common
Stock, in the case of notice with respect to any shares of Common Stock issued
upon conversion of

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8

Securities, notice of such occurrence or termination, of the obligation to pay
Liquidated Damages with regard to such Securities and Common Stock and the
amount thereof and of the event giving rise to such occurrence or termination
(such notice to be contained in an Officers' Certificate (as such term is
defined in the Indenture), and prior to receipt of such Officers' Certificate
the Trustee and such transfer and paying agent shall be entitled to assume that
no such commencement or termination has occurred, as the case may be.

(h)     All Securities which are redeemed, purchased or
otherwise acquired by the Company or any of its subsidiaries or affiliates (as
defined in Rule 144 (or any successor provision then in force) promulgated by
the SEC under the Act) prior to the Maturity Date shall be delivered to the
Trustee for cancellation and the Company may not hold or resell such Securities
or issue any new Securities to replace any such Securities or any Securities
that any Holder has converted pursuant to the Indenture. All shares of Common
Stock issued upon conversion of the Securities which are repurchased or
otherwise acquired by the Company or any of its subsidiaries or affiliates (as
defined in Rule 144 (or any successor provision then in force) promulgated by
the SEC under the Act) at any time while such shares are "restricted securities"
within the meaning of Rule 144 shall not be resold or otherwise transferred
except pursuant to a registration statement which has been declared effective
under the Act.

3.      Registration Procedures. In connection with any Shelf
Registration Statement, the following provisions shall apply:

(a)     The Company shall furnish to the
Representatives, prior to the filing thereof with the SEC, a
copy of any Shelf Registration Statement, and each amendment
thereof (excluding amendments caused by the filing by the
Company with the SEC of a report required by the Exchange Act),
a copy of any Prospectus, and each amendment or supplement, if
any, to the Prospectus included therein and shall use its
reasonable efforts to reflect in each such document, when so
filed with the SEC, such comments as the Representatives
reasonably may propose. The Representatives shall promptly
furnish to the Company any comments it may have to such
documents mentioned in the foregoing sentence.

(b)     The Company shall ensure that (i) any Shelf
Registration Statement and any amendment thereto and any
Prospectus forming part thereof and any supplement thereto
comply in all material respects with the Act and the rules and
regulations thereunder, (ii) any Shelf Registration Statement
and any amendment thereto does not, when it becomes effective,
contain an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to
make the statements therein not misleading and (iii) any
Prospectus forming part of any Shelf Registration Statement, and
any supplement to such Prospectus, does not include an untrue
statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading;

8

9

provided, that the Company makes no representation or agreement
with respect to information with respect to the Initial
Purchasers, any Underwriter or any Holder required to be
included in any Shelf Registration or Prospectus pursuant to the
Act or the rules and regulations thereunder and which
information is included therein in reliance upon and in
conformity with information furnished to the Company in writing
by the Representatives, such Underwriter or such Holder.

(c)     (1)     The Company, as promptly as reasonably
practicable, shall advise the Representatives and each Holder
that has returned a completed and signed Notice and
Questionnaire to the Company and, if requested by the
Representatives or any such Holder, confirm such advice in
writing:

(i)     when a Shelf Registration Statement and
any amendment thereto has been filed with the SEC and
when the Shelf Registration Statement or any
post-effective amendment thereto has become effective;

(ii)    of any request by the SEC for amendments
or supplements to the Shelf Registration Statement or
the Prospectus, as applicable, or for additional
information;

(iii)   of the determination by the Company that
a post-effective amendment to the Shelf Registration
Statement would be appropriate; and

(iv)    of the commencement or termination of
any Suspension Period.

(2)     The Company shall advise the 
Representatives and each Holder that has returned a completed 
and signed Notice and Questionnaire to the Company and, if 
requested by the Representatives or any such Holder, confirm 
such advice in writing:

(i)     of the issuance by the SEC of any stop
order suspending the effectiveness of the Shelf
Registration Statement or the initiation of any
proceedings for that purpose;

(ii)    of the receipt by the Company of any
notification with respect to the suspension of the
qualification of the Securities included in any Shelf
Registration Statement for sale in any jurisdiction or
the initiation or threat of any proceeding for such
purpose; and

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(iii)   of the suspension of the use of the
Prospectus pursuant to Section 2(d) hereof or of the
happening of any event that requires the making of any
changes in the Shelf Registration Statement or the
Prospectus so that, as of such date, the statements
therein are not misleading and the Shelf Registration
Statement or the Prospectus, as the case may be, does
not include an untrue statement of a material fact or
omit to state a material fact required to be stated
therein or necessary to make the statements therein (in
the case of the Prospectus, in light of the
circumstances under which they were made) not misleading
(which advice shall be accompanied by an instruction to
suspend the use of the Prospectus until the requisite
changes have been made).

(d)     The Company shall use its reasonable best
efforts to obtain the withdrawal of any order suspending the
effectiveness of any Shelf Registration Statement or the lifting
of any suspension of the qualification (or exemption from
qualification) of any of the Securities for offer or sale in any
jurisdiction at the earliest possible time.

(e)     The Company shall furnish to each Holder of
Securities and the Common Stock issued upon conversion thereof
included within the coverage of any Shelf Registration
Statement, without charge, at least one copy of such Shelf
Registration Statement and any post-effective amendment thereto,
including financial statements and schedules, and, if the Holder
so requests in writing, all exhibits (including those
incorporated by reference).

(f)     The Company shall, during the Shelf Registration
Period, deliver to each Holder of Securities or the Common Stock
issued upon conversion thereof included within the coverage of
any Shelf Registration Statement, without charge, as many copies
of the Prospectus (including each preliminary Prospectus)
included in such Shelf Registration Statement and any amendment
or supplement thereto as such Holder may reasonably request;
and, except during the continuance of any Suspension Period, the
Company consents to the use of the Prospectus or any supplement
thereto by each of the selling Holders in connection with the
offering and sale of the Securities or the Common Stock issued
upon conversion thereof covered by the Prospectus or any
supplement thereto.

(g)     Prior to any offering of Securities or the
Common Stock issued upon conversion thereof pursuant to any
Shelf Registration Statement, the Company shall register or
qualify or cooperate with the Holders of Securities and the
Common Stock issued upon conversion thereof included therein and
their respective counsel in connection with the registration or
qualification (or exemption from such registration or
qualification) of such Securities or Common Stock for offer and
sale, as

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the case may be, under the securities or blue sky laws of such
jurisdictions as any such Holders reasonably request in writing
and do any and all other acts or things necessary or advisable
to enable the offer and sale in such jurisdictions of the
Securities and the Common Stock issued upon conversion thereof
covered by such Shelf Registration Statement; provided, however,
that the Company will not be required to (A) qualify generally
to do business as a foreign corporation or as a dealer in
securities in any jurisdiction where it is not then so qualified
or to (B) take any action which would subject it to general
service of process or to taxation in any such jurisdiction where
it is not then so subject.

(h)     The Company shall cooperate with the Holders to
facilitate the timely preparation and delivery of certificates
representing Securities or the Common Stock issued upon
conversion thereof to be sold pursuant to any Shelf Registration
Statement free of any restrictive legends and in such
denominations and registered in such names as Holders may
request prior to sales of Securities or the Common Stock issued
upon conversion thereof pursuant to such Shelf Registration
Statement.

(i)     Subject to the exceptions contained in (A) and
(B) of subsection (g) hereof, the Company shall use its best
efforts to cause the Securities and Common Stock issued upon
conversion thereof covered by the applicable Shelf Registration
Statement to be registered with or approved by such other
federal, state and local governmental agencies or authorities,
and self-regulatory organizations in the United States as may be
necessary to enable the Holders to consummate the disposition of
such Securities and Common Stock issued upon conversion thereof
as contemplated by the Shelf Registration Statement; without
limitation to the foregoing, the Company shall make all filings
and provide all such information as may be required by the
National Association of Securities Dealers, Inc. (the "NASD") in
connection with the offering under the Shelf Registration
Statement of the Securities and Common Stock issued upon
conversion thereof (including, without limitation, such as may
be required by NASD Rule 2710 or 2720), and shall cooperate with
each Holder in connection with any filings required to be made
with the NASD by such Holder in that regard.

(j)     Upon the occurrence of any event contemplated by
Section 2(d) or paragraph 3(c)(2)(iii) above and subject to
Section 3(a) hereof, the Company shall promptly prepare and file
with the SEC a post-effective amendment to any Shelf
Registration Statement or an amendment or supplement to the
related Prospectus or any document incorporated therein by
reference or file a document which is incorporated or deemed to
be incorporated by reference in such Shelf Registration
Statement or Prospectus, as the case may be, so that, as
thereafter delivered to purchasers of the Securities or the
Common Stock issued upon conversion

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thereof included therein, the Shelf Registration Statement and
the Prospectus, in each case as then amended or supplemented,
will not include an untrue statement of a material fact or omit
to state any material fact required to be stated therein or
necessary in order to make the statements therein (in the case
of the Prospectus in light of the circumstances under which they
were made) not misleading and in the case of a post-effective
amendment, use reasonable efforts to cause it to become
effective as promptly as practicable; provided that the
Company's obligations under this paragraph (j) shall be
suspended if the Company has suspended the use of the Prospectus
in accordance with Section 2(d) hereof and given notice of such
suspension to Holders, it being understood that the Company's
obligations under this Subsection (j) shall be automatically
reinstated at the end of such Suspension Period.

(k)     The Company shall take such actions as the
Representatives may reasonably request to provide, as soon as
practicable, a CUSIP number for the Securities registered under
such Shelf Registration Statement and to cause such CUSIP number
to be assigned to such Securities (or to the maximum aggregate
principal amount of the Securities to which such number may be
assigned). Upon compliance with the foregoing requirements of
this Section 3(k), the Company shall provide the Trustee with
global certificates for such Securities in a form eligible for
deposit with The Depository Trust Company ("DTC").

(l)     The Company shall use its best efforts to comply
with all applicable rules and regulations of the SEC and shall
make generally available to its security holders as soon as
practicable but in any event not later than 15 months after (i)
the effective date of the applicable Shelf Registration
Statement, (ii) the effective date of each post-effective
amendment to any Shelf Registration Statement, and (iii) the
date of each filing by the Company with the SEC of an Annual
Report on Form 10-K that is incorporated by reference or deemed
to be incorporated by reference in the Shelf Registration
Statement, an earnings statement satisfying the provisions of
Section 11(a) of the Act and Rule 158 promulgated by the SEC
thereunder.

(m)     The Company shall use reasonable efforts to
cause the Indenture to be qualified under the TIA (as defined in
the Indenture) in a timely manner.

(n)     The Company shall cause all Common Stock issued
or issuable upon conversion of the Securities to be listed on
each securities exchange or quotation system on which the Common
Stock is then listed no later than the date the applicable Shelf
Registration Statement is declared effective and, in connection
therewith, to make such filings as

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may be required under the Exchange Act and to have such filings
declared effective as and when required thereunder.

(o)     The Company may require each Holder of
Securities or the Common Stock issued upon conversion thereof to
be sold pursuant to any Shelf Registration Statement to furnish
to the Company such information regarding the Holder and the
distribution of such Securities or Common Stock sought by the
Notice and Questionnaire and such additional information as may,
from time to time, be required by the Act and the rules and
regulations promulgated thereunder, and the obligations of the
Company to any Holder hereunder shall be expressly conditioned
on the compliance of such Holder with such request.

(p)     The Company shall, if reasonably requested, use
reasonable efforts to promptly incorporate in a Prospectus
supplement or post-effective amendment to a Shelf Registration
Statement (i) such information as the Majority Holders provide
or, if the Securities or Common Stock are being sold in an
Underwritten Offering, as the Managing Underwriters or the
Majority Underwriting Holders reasonably agree should be
included therein and provide to the Company in writing for
inclusion in the Shelf Registration Statement or Prospectus, and
(ii) such information as a Holder may provide from time to time
to the Company in writing for inclusion in a Prospectus or any
Shelf Registration Statement concerning such Holder and the
distribution of such Holder's Securities and Common Stock and,
in either case, shall make all required filings of such
Prospectus supplement or post-effective amendment as soon as
practicable after being notified in writing of the matters to be
incorporated in such Prospectus supplement or post-effective
amendment, provided that the Company shall not be required to
take any action under this Section 3(p) that is not, in the
reasonable opinion of counsel for the Company, in compliance
with applicable law.

(q)     The Company shall enter into such customary
agreements (including underwriting agreements) and take all
other appropriate actions as may be reasonably requested in
order to expedite or facilitate the registration or the
disposition of the Securities or the Common Stock issued or
issuable upon conversion thereof, and in connection therewith,
if an underwriting agreement is entered into, cause the same to
contain indemnification and contribution provisions and
procedures no less favorable than those set forth in Section 5
(or such other reasonable and customary provisions and
procedures acceptable to the Majority Underwriting Holders and
the Managing Underwriters, if any, with respect to all parties
to be indemnified pursuant to Section 5). The plan of
distribution in the Shelf Registration Statement and the
Prospectus included therein shall permit resales of the
Securities or Common Stock issuable upon conversion thereof to
be made by selling security holders

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through underwriters, brokers and dealers, and shall also
include such other information as the Representatives may
reasonably request.

(r)     The Company shall (i) make reasonably available
for inspection by any Underwriter participating in any
disposition pursuant to such Shelf Registration Statement, and
any attorney, accountant or other agent retained by any such
Underwriter all relevant financial and other records, pertinent
corporate documents and properties of the Company and its
subsidiaries as is customary for due diligence examinations in
connection with public offerings; (ii) cause the Company's
officers, directors and employees to supply all relevant
information reasonably requested by any such Underwriter,
attorney, accountant or agent in connection with any such Shelf
Registration Statement as is customary for similar due diligence
examinations; provided, however, that any information that is
designated in writing by the Company, in its sole discretion, as
confidential at the time of delivery of such information shall
be kept confidential by the Holders or any such Underwriter,
attorney, accountant or agent, unless disclosure thereof is made
in connection with a court, administrative or regulatory
proceeding or required by law, or such information has become
available to the public generally through the Company or through
a third party without an accompanying obligation of
confidentiality; provided, further, that if the foregoing
inspection and information gathering specified in subsections
(i) and (ii) would, in the Company's reasonable judgment,
disrupt the Company's conduct of business, such inspections and
information gathering shall be coordinated on behalf of the
Holders and the other parties entitled thereto by one counsel
designated by or on behalf of the Majority Holders (or, in the
case of an Underwritten Offering, the Majority Underwriting
Holders and the Managing Underwriters); (iii) deliver a letter,
addressed to the Holders of Securities and Common Stock issued
upon conversion thereof and the Underwriters, if any, in which
the Company shall make such representations and warranties in
form, substance and scope as are customarily made by issuers to
Underwriters; (iv) obtain opinions of counsel to the Company and
updates thereof (which counsel and opinions, in form, scope and
substance, shall be reasonably satisfactory to the Managing
Underwriters, if any) addressed to each selling Holder and the
Underwriters, if any, covering such matters as are customarily
covered in opinions requested in public offerings; (v) obtain
"cold comfort" letters and updates thereof from the independent
certified public accountants of the Company (and, if necessary,
any other independent certified public accountants of any
subsidiary of the Company or of any business acquired by the
Company for which financial statements and financial data are,
or are required to be, included in the Shelf Registration
Statement), addressed to each selling Holder of Securities and
Common Stock issued upon conversion thereof registered
thereunder (provided such Holder furnishes

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15

the accountants, prior to the date such "cold comfort" letter is
required to be delivered, with such representations as the
accountants customarily require in similar situations) and the
Underwriters, if any, in customary form and covering matters of
the type customarily covered in "cold comfort" letters in
connection with primary underwritten offerings; and (vi) deliver
such documents and certificates as may be reasonably requested
by the Majority Holders or, in the case of an Underwritten
Offering, the Majority Underwriting Holders, and the Managing
Underwriters, if any, including those to evidence compliance
with Section 3(j) and with any customary conditions contained in
the underwriting agreement or other agreement entered into by
the Company. The foregoing actions set forth in clauses (iii),
(iv), (v) and (vi) of this Section 3(r) shall be performed at
(A) the effectiveness of such Shelf Registration Statement and
each post-effective amendment thereto and (B) each closing under
any underwriting or similar agreement as and to the extent
required thereunder.

(s)     Each Holder agrees that, upon receipt of notice
of the happening of an event described in Sections 3(c)(1)(ii)
through and including 3(c)(1)(iv) and Sections 3(c)(2)(i)
through and including 3(c)(2)(iii), each Holder shall forthwith
discontinue (and shall cause its agents and representatives to
discontinue) disposition of the Securities and the Common Stock
issuable upon conversion thereof and will not resume disposition
of such Securities or the Common Stock until such Holder has
received copies of an amended or supplemented Prospectus
contemplated by Section 3(j) hereof, or until such Holder is
advised in writing by the Company that the use of the Prospectus
may be resumed or that the relevant Suspension Period has been
terminated, as the case may be, provided that, the foregoing
shall not prevent the sale, transfer or other disposition of
Securities or Common Stock issuable upon conversion thereof by a
Holder in a transaction which is exempt from, or not subject to,
the registration requirements of the Act, so long as such Holder
does not and is not required to deliver the applicable
Prospectus or Shelf Registration Statement in connection with
such sale, transfer or other disposition, as the case may be;
and provided, further, that the provisions of this paragraph (s)
shall not prevent the occurrence of a Registration Default or
otherwise limit the obligation of the Company to pay Liquidated
Damages.

4.      Registration Expenses. The Company shall bear all
expenses incurred in connection with the performance of its obligations under
Sections 2 and 3 hereof and shall reimburse the Holders for the reasonable fees
and disbursements of one firm or counsel designated by the Majority Holders to
act as counsel for the Holders in connection therewith. Notwithstanding the
provisions of this Section 4, each Holder shall

15

16

bear the expense of any broker's commission, agency fee or Underwriter's
discount or commission.

5.      Indemnification and Contribution.

(a)     The Company agrees to indemnify and hold harmless each
Holder of Securities and each Holder of Common Stock issued upon conversion
thereof covered by any Shelf Registration Statement (including the Initial
Purchasers), the directors, officers, employees and agents of each such Holder
and each person who controls any such Holder within the meaning of either the
Act or the Exchange Act against any and all losses, claims, damages or
liabilities, joint or several, to which they or any of them may become subject
under the Act, the Exchange Act or other Federal or state law or regulation, at
common law or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in the Shelf
Registration Statement as originally filed or in any amendment thereof, or in
any preliminary Prospectus or Prospectus, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, (in the case of a Prospectus in the
light of the circumstances under which they were made), not misleading, and
agrees to reimburse each such indemnified party, as incurred, for any legal or
other expenses reasonably incurred by any of them in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the Company will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon (A) any such untrue statement or alleged untrue statement or omission or
alleged omission made therein in reliance upon and in conformity with written
information furnished to the Company by or on behalf of any such Holder
(including the Initial Purchasers) specifically for inclusion therein, (B) use
of a Shelf Registration Statement or the related Prospectus during a period when
a stop order has been issued in respect of such Shelf Registration or any
proceedings for that purpose have been initiated or use of a Prospectus when use
of such Prospectus has been suspended pursuant to Section 2(d) or Section 3(s);
provided, further, in each case, that Holders received prior notice of such stop
order, initiation of proceedings or suspension, or (C) if the Holder fails to
deliver a Prospectus, as then amended or supplemented, provided that the Company
shall have delivered to such Holder such Prospectus, as then amended or
supplemented. This indemnity agreement will be in addition to any liability
which the Company may otherwise have.

(b)     Each Holder of Securities or Common Stock issued upon
conversion thereof covered by a Shelf Registration Statement (including the
Initial Purchasers) severally and not jointly agrees to indemnify and hold
harmless (i) the Company, (ii) each of its directors, (iii) each of its officers
and (iv) each person who controls the Company within the meaning of either the
Act or the Exchange Act to the same extent as the foregoing indemnity from the
Company to each such Holder, but only with reference to written information
relating to such Holder furnished to the Company by or on behalf of such Holder
specifically for inclusion in the documents referred to in

16

17

the foregoing indemnity. This indemnity agreement will be in addition to any
liability which any such Holder may otherwise have.

(c)     Promptly after receipt by an indemnified party under
this Section 5 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against the indemnifying
party under this Section 5, notify the indemnifying party in writing of the
commencement thereof; but the failure so to notify the indemnifying party will
not relieve it from liability under paragraph (a) or (b) above unless and to the
extent it did not otherwise learn of such action and such failure results in the
forfeiture by the indemnifying party of substantial rights and defenses. The
indemnifying party shall be entitled to appoint counsel of the indemnifying
party's choice at the indemnifying party's expense to represent the indemnified
party in any action for which indemnification is sought (in which case the
indemnifying party shall not thereafter be responsible for the fees and expenses
of any separate counsel retained by the indemnified party or parties except as
set forth below); provided, however, that such counsel shall be reasonably
satisfactory to the indemnified party. Notwithstanding the indemnifying party's
election to appoint counsel to represent the indemnified party in an action, the
indemnified party shall have the right to employ separate counsel (including
local counsel), and the indemnifying party shall bear the reasonable fees, costs
and expenses of such separate counsel if (i) the use of counsel chosen by the
indemnifying party to represent the indemnified party would present such counsel
with a conflict of interest; (ii) the actual or potential defendants in, or
targets of, any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available to the
indemnifying party; (iii) the indemnifying party shall not have employed counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party within a reasonable time after notice of the institution of such action;
or (iv) the indemnifying party shall authorize the indemnified party to employ
separate counsel at the expense of the indemnifying party. Notwithstanding the
foregoing, the indemnifying party shall not, in the connection with any one
action or proceeding or separate but substantially similar or related actions or
proceedings in the same jurisdiction arising out of the same general allegations
or circumstances, be liable for the reasonable fees and expenses of more than
one separate counsel (in addition to one separate local counsel) at any time for
the indemnified party or parties, unless (x) the employment of more than one
counsel has been authorized in writing by the indemnifying party or parties or
(y) a conflict or potential conflict exists or may exist (based on advice of
counsel to an indemnified party) between such indemnified party and any other
indemnified parties or (z) an indemnified party has reasonably concluded (based
on advice of counsel) that there may be legal defenses available to it that are
different from or in addition to those available to the other indemnified
parties, in each of which cases the indemnifying party shall be obligated to pay
the reasonable fees and expenses of such additional counsel or counsels. Neither
an indemnifying party nor an indemnified party will, without the prior written
consent of the other parties, settle or compromise or consent to the entry of
any judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which

17

18

indemnification or contribution may be sought hereunder (whether or not such
other parties are actual or potential parties to such claim or action) unless
such settlement, compromise or consent includes an unconditional release of such
other parties from all liability arising out of such claim, action, suit or
proceeding.

(d)     In the event that the indemnity provided in paragraph
(a) or (b) of this Section 5 is unavailable to or insufficient to hold harmless
an indemnified party for any reason, then each applicable indemnifying party, in
lieu of indemnifying such indemnified party, shall have an obligation to
contribute to the aggregate losses, claims, damages and liabilities (including
legal or other expenses reasonably incurred in connection with investigating or
defending same) (collectively "Losses"), as incurred, to which such indemnified
party may be subject in such proportion as is appropriate to reflect the
relative benefits received by such indemnifying party, on the one hand, and such
indemnified party, on the other hand, from the Initial Placement and any sales
of Securities under the Shelf Registration Statement; provided, however, that in
no case shall the Initial Purchasers be responsible, in the aggregate, for any
amount in excess of the purchase discount or commission applicable to the
Securities, as set forth in the Purchase Agreement. If the allocation provided
by the immediately preceding sentence is unavailable for any reason, the
indemnifying party and the indemnified party shall contribute in such proportion
as is appropriate to reflect not only such relative benefits but also the
relative fault of such indemnifying party, on the one hand, and such indemnified
party, on the other hand, in connection with the statements or omissions which
resulted in such Losses as well as any other relevant equitable considerations.
Relative fault shall be determined by reference to whether any untrue statement
or omission or alleged untrue statement or omission relates to information
provided by the indemnifying party, on the one hand, or by the indemnified
party, on the other hand. The parties agree that it would not be just and
equitable if contribution were determined by pro rata allocation or any other
method of allocation which does not take account of the equitable considerations
referred to above. Notwithstanding the provisions of this paragraph (d), no
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. For purposes of this Section 5,
each person who controls a Holder within the meaning of either the Act or the
Exchange Act and each director, officer, employee and agent of such Holder shall
have the same rights to contribution as such Holder, and each person who
controls the Company within the meaning of either the Act or the Exchange Act,
each officer of the Company and each director of the Company shall have the same
rights to contribution as the Company, and each person who controls an
Underwriter within the meaning of either the Act or the Exchange Act and each
officer and director of each Underwriter shall have the same rights to
contribution as such Underwriter, subject in each case to the applicable terms
and conditions of this paragraph (d).

(e)     The provisions of this Section 5 will remain in full
force and effect, regardless of any investigation made by or on behalf of any
Holder, any Underwriter or the Company or any of the officers, directors or
controlling persons

18

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referred to in Section 5 hereof, and will survive the sale by a Holder of
Securities or shares of Common Stock covered by a Shelf Registration Statement.

6.      Miscellaneous.

(a)     No Inconsistent Agreements. The Company has not, as of
the date hereof, entered into nor shall it, on or after the date hereof, enter
into, any agreement with respect to its securities that is inconsistent with the
rights granted to the Holders herein or otherwise conflicts with the provisions
hereof.

(b)     Amendments and Waivers. The provisions of this
Agreement, including the provisions of this sentence, may not be amended,
qualified, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, unless the Company has obtained the
written consent of the Majority Holders; provided that with respect to any
matter that directly or indirectly affects the rights of the Initial Purchasers
hereunder, the Company shall obtain the written consent of each of the Initial
Purchasers against which such amendment, qualification, supplement, waiver or
consent is to be effective. Notwithstanding the foregoing (except the foregoing
proviso), a waiver or consent to departure from the provisions hereof with
respect to a matter that relates exclusively to the rights of Holders whose
Securities or Common Stock are being sold pursuant to a Shelf Registration
Statement and that does not directly or indirectly affect the rights of other
Holders may be given by the Majority Holders, determined on the basis of
Securities or Common Stock issued upon conversion thereof being sold rather than
registered under such Shelf Registration Statement.

(c)     Notices. All notices and other communications provided
for or permitted hereunder shall be made in writing by hand-delivery,
first-class mail, telecopier, or air courier guaranteeing overnight delivery:

(1)     if to the Representatives, initially at the
address set forth in the Purchase Agreement;

(2)     if to any other Holder, at the most current
address given by such Holder to the Company in accordance with the provisions of
this Section 6(c), which address initially is, with respect to each Holder, the
address of such Holder maintained by the Registrar under the Indenture or, in
the case of Common Stock, the address maintained by the registrar of the Common
Stock, with a copy in like manner to the Representatives; and

(3)     if to the Company, initially at its address set
forth in the Purchase Agreement.

All such notices and communications shall be deemed to have been
duly given when received, if delivered by hand or air courier, and when sent, if
sent by first-class mail or telecopier.

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The Initial Purchasers or the Company by notice to the other may
designate additional or different addresses for subsequent notices or
communications.

(d)     Successors and Assigns. This Agreement shall inure to
the benefit of and be binding upon the successors and assigns of each of the
parties, including, without the need for an express assignment or any consent by
the Company thereto, subsequent Holders. The Company hereby agrees to extend the
benefits of this Agreement to any Holder and Underwriter and any such Holder and
Underwriter may specifically enforce the provisions of this Agreement as if an
original party hereto. In the event that any other person shall succeed to the
Company under the Indenture as provided in Article V thereof, then such
successor shall enter into an agreement, in form and substance reasonably
satisfactory to the Initial Purchasers, whereby such successor shall assume all
of the Company's obligations under this Agreement.

(e)     Counterparts. This agreement 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.

(f)     Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

(g)     GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED IN SAID STATE, WITHOUT REGARD, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, TO THE CONFLICTS OF LAW RULES THEREOF.

(h)     Severability. In the event that any one of more of the
provisions contained herein, or the application thereof in any circumstances, is
held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way impaired
or affected thereby, it being intended that all of the rights and privileges of
the parties shall be enforceable to the fullest extent permitted by law.

Securities Held by the Company, etc. Whenever the consent or approval of Holders
of a specified percentage of principal amount of Securities or the Common Stock
issuable upon conversion thereof is required hereunder, Securities or the Common
Stock issued upon conversion thereof held by the Company or its Affiliates
(other than subsequent Holders of Securities or the Common Stock issued upon
conversion thereof if such subsequent Holders are deemed to be Affiliates solely
by reason of their holdings of such Securities) shall not be counted in
determining whether such consent or approval was given by the Holders of such
required percentage.

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Please confirm that the foregoing correctly sets forth the
agreement between the Company and you.

Very truly yours,

AMKOR TECHNOLOGY, INC.

/s/ Kenneth Joyce
------------------------------------
Name: Kenneth Joyce
Title:  Chief Financial Officer

The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.

SALOMON SMITH BARNEY INC.

By /s/ Lee J. Tawil
---------------------
Name: Lee J. Tawil
Title: Director

For itself and the other Initial
Purchasers named in Schedule I to the
Purchase Agreement

22

EXHIBIT A

Amkor Technology, Inc.

Notice of Registration Statement

and

Selling Securityholder Questionnaire

Reference is hereby made to the Registration Agreement (the
"Registration Agreement") between Amkor Technology, Inc., a Delaware corporation
(the "Company"), and the Initial Purchasers named therein. Pursuant to the
Registration Agreement, the Company has filed or will file with the United
States Securities and Exchange Commission (the "Commission") a registration
statement on Form S-3 (the "Shelf Registration Statement") for the registration
and resale under Rule 415 of the Securities Act of 1933, as amended (the
"Securities Act"), of the Company's 5.75% Convertible Subordinated Notes due
2006 (the "Securities"), and the shares of the Company's common stock, par value
$.001 per share (the "Common Stock"), issuable upon conversion thereof. A copy
of the Registration Agreement is attached hereto. All capitalized terms not
otherwise defined herein shall have the meanings ascribed thereto in the
Registration Agreement.

Each holder and beneficial owner of Transfer Restricted
Securities is entitled to have its Transfer Restricted Securities included in
the Shelf Registration Statement. In order to have Transfer Restricted
Securities included in the Shelf Registration Statement, this Notice of
Registration Statement and Selling Securityholder Questionnaire ("Notice and
Questionnaire") must be completed, executed and delivered to the Company's
counsel at the following address, for receipt ON OR BEFORE [DEADLINE FOR
RESPONSE]: [NAME AND ADDRESS OF COUNSEL]. Holders or beneficial owners of
Transfer Restricted Securities who do not complete, execute and return this
Notice and Questionnaire by such date (i) will not be named as selling
securityholders in the Shelf Registration Statement and (ii) may not use the
Prospectus forming a part thereof for resales of Transfer Restricted Securities,
subject, however, to the Company's obligations under Section 2(b)(2) of the
Registration Agreement.

Certain legal consequences arise from being named as a selling
securityholder in the Shelf Registration Statement and related Prospectus.
Accordingly, holders and beneficial owners of Transfer Restricted Securities are
advised to consult their own securities law counsel regarding the consequences
of being named or not being named as a selling securityholder in the Shelf
Registration Statement and related Prospectus.

A-1

23

ELECTION

The undersigned (the "Selling Securityholder") hereby elects to
include in the Shelf Registration Statement the Transfer Restricted Securities
held or beneficially owned by it and listed below in Item (3)(b). The
undersigned, by signing and returning this Notice and Questionnaire, agrees to
be bound with respect to such Transfer Restricted Securities by the terms and
conditions of this Notice and Questionnaire and the Registration Agreement,
including, without limitation, the indemnification set forth in Section 5 of the
Registration Agreement, as if the undersigned Selling Securityholder were an
original party thereto.

QUESTIONNAIRE

(1)     (a)     Full legal name of Selling Securityholder:

(b)     Full legal name of registered holder (if not the same as in (a)
above) of Transfer Restricted Securities listed in (3) below (if the Transfer
Restricted Securities are held through a broker-dealer or other third party and,
as a result, you do not know the legal name of the registered holder, please
complete Item (1)(c) below):

(c)     Full legal name of broker-dealer or other third party through
which Transfer Restricted Securities listed in (3) below are held:

(2)     Address for notices to Selling Securityholder:

Telephone:
Fax:
Contact Person:

(3)     Beneficial ownership of Transfer Restricted Securities.

Except as set forth below in this Item (3), the undersigned does
not beneficially own any Securities or shares of Common Stock which constitute
Transfer Restricted Securities.

(a)     Principal amount of Securities constituting Transfer Restricted
Securities beneficially owned:

A-2

24

Number of shares of Common Stock, if any, constituting Transfer
Restricted Securities (include only shares of Common Stock which have actually
been issued, not shares issuable upon future conversion of Securities):

The undersigned also may be deemed to beneficially own such
number of shares of Common Stock as may be issued from time to time upon
conversion of the Securities listed in Item (3)(a) above.

(b)     Principal amount of Securities and number of shares of
outstanding Common Stock constituting Transfer Restricted Securities which the
undersigned wishes to be included in the Shelf Registration Statement:

Unless otherwise indicated in the space provided below, all
Securities, all shares of Common Stock listed in response to Item (3)(a) above,
and all shares of Common Stock issuable upon conversion of the Securities listed
in response to Item (3)(b)above, will be included in the Shelf Registration
Statement. If the undersigned does not wish all such Securities or shares of
Common Stock to be so included, please indicate below the number of such shares
to be included:

(4)     Beneficial ownership of other securities of the Company:

Except as set forth below in this item (4), the undersigned
Selling Securityholder is not the beneficial or registered owner of any shares
of Common Stock or any other securities of the Company, other than Securities
and shares of Common Stock listed above in Item (3).

State any exceptions here:

(5)     Relationships with the Company:

Except as set forth below, neither the Selling Securityholder
nor any of its officers, directors or 5% or greater stockholders has held any
position or office or has had any other material relationship with the Company
(or its predecessors or affiliates)during the past three years.

State any exceptions here:

(6)     Plan of Distribution:

Except as set forth below, the undersigned Selling
Securityholder intends to distribute the Transfer Restricted Securities listed
above in Item (3) only as follows (if at all): Such Transfer Restricted
Securities may be sold from time to time by the undersigned Selling
Securityholder (i) to or through underwriters, brokers or dealers; (ii) directly
to one or more other purchasers; (iii) through agents on a best-efforts basis or

A-3

25

otherwise; or (iv) through a combination of any such methods of sale. Such
Transfer Restricted Securities may be sold from time to time in one or more
transactions at a fixed price or prices, which may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, at varying prices determined at the time of sale, or at negotiated
prices. Such sales may be effected in transactions (which may involve crosses or
block transactions) (i) on any national securities exchange or quotation service
on which the Transfer Restricted Securities may be listed or quoted at the time
of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise
than on such exchanges or services or in the over-the-counter market, or (iv)
through the writing of options. In connection with sales of the Transfer
Restricted Securities or otherwise, the Selling Securityholder may enter into
hedging transactions with brokers-dealers or others, which may in turn engage in
short sales of the Transfer Restricted Securities in the course of hedging the
positions they assume. The Selling Securityholder may also sell Transfer
Restricted Securities short and deliver Transfer Restricted Securities to close
out such short positions, or loan or pledge Transfer Restricted Securities to
brokers-dealers or others that in turn may sell such securities. The Selling
Securityholder may pledge or grant a security interest in some or all of the
Transfer Restricted Securities owned by it and, if it defaults in the
performance of its secured obligations, the pledgees or secured parties may
offer and sell the Transfer Restricted Securities from time to time pursuant to
the Prospectus. The Selling Securityholder also may transfer and donate shares
in other circumstances in which case the transferees, donees, pledgees or other
successors in interest will be the selling stockholders for purposes of the
Prospectus. The Selling Securityholder may sell short the Common Stock and may
deliver the Prospectus in connection with such short sales and use the shares
covered by the Prospectus to cover such short sales.

State any exceptions here:

By signing below, the Selling Securityholder acknowledges that
it understands its obligation to comply, and agrees that it will comply, with
the provisions of the Securities Exchange Act of 1934, as amended, and the rules
and regulations thereunder, particularly Regulation M and the prospectus
delivery requirements under the Securities Act.

In the event that the Selling Securityholder transfers all or
any portion of the Transfer Restricted Securities listed in Item (3) above after
the date on which such information is provided to the Company (other than a
transaction as a result of which such securities shall no longer be Transfer
Restricted Securities), the Selling Securityholder agrees to notify the
transferees at the time of the transfer of its rights and obligations under this
Notice and Questionnaire and the Registration Agreement.

By signing below, the Selling Securityholder consents to the
disclosure of the information contained herein in its answers to Items (1)
through (6) above and the

A-4

26
inclusion of such information in the Shelf Registration Statement and related
Prospectus. The Selling Securityholder understands that such information will be
relied upon by the Company in connection with the preparation of the Shelf
Registration Statement and related Prospectus.

The Selling Securityholder agrees to promptly notify the Company
of any inaccuracies or changes in the information provided herein which may
occur subsequent to the date hereof at any time while the Shelf Registration
Statement remains in effect. All notices hereunder and pursuant to the
Registration Agreement shall be made in writing, by hand-delivery, first-class
mail, or air courier guaranteeing overnight delivery as follows:

Amkor Technology, Inc.
345 Enterprise Drive
West Chester, PA  19380
Attention:  Ken Joyce

Once this Notice and Questionnaire is executed by the Selling
Securityholder and received by the Company, the terms of this Notice and
Questionnaire, and the representations and warranties contained herein, shall be
binding on, shall inure to the benefit of and shall be enforceable by the
respective successors, heirs, personal representatives, and assigns of the
Company and the Selling Securityholder (with respect to the Transfer Restricted
Securities beneficially owned by such Selling Securityholder and listed in Item
(3)(b) above). This Agreement shall be governed by and construed in accordance
with the internal laws of the State of New York.

IN WITNESS WHEREOF, the undersigned, by authority duly given,
has caused this Notice and Questionnaire to be executed and delivered either in
person or by its duly authorized agent.

Dated:

Selling Securityholder 
(Print/type full legal name of 
beneficial owner of Transfer 
Restricted Securities).

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

A-5

1
Exhibit 4.3

CONFORMED COPY

AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF MARCH 30, 2001

AMONG

AMKOR TECHNOLOGY, INC.

AS BORROWER

AND

THE INITIAL LENDERS AND INITIAL ISSUING BANKS

NAMED HEREIN

AS INITIAL LENDERS AND INITIAL ISSUING BANKS

AND

SALOMON SMITH BARNEY INC.

AS SOLE BOOK MANAGER

AND

CITICORP USA, INC.

AS ADMINISTRATIVE AGENT AND AS COLLATERAL AGENT

AND

DEUTSCHE BANC ALEX. BROWN INC.

AS SYNDICATION AGENT

AND

SALOMON SMITH                                                   DEUTSCHE BANC
BARNEY INC.                                                     ALEX. BROWN INC.

AS ARRANGERS

2

AMENDED AND RESTATED CREDIT AGREEMENT

THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 30,
2001 (as amended, supplemented or otherwise modified from time to time, this
"Agreement") among AMKOR TECHNOLOGY, INC., a Delaware corporation (the
"Borrower"), the banks, financial institutions and other institutional lenders
listed on the signature pages hereof as the Lenders as of the date hereof (the
"Initial Lenders"), the banks listed on the signature pages hereof as the
Issuing Banks as of the date hereof (the "Initial Issuing Banks"), SALOMON SMITH
BARNEY INC. ("SSBI") as sole book manager (the "Book Manager"), CITICORP USA,
INC. ("CUSA"), as administrative agent (together with any successor
administrative agent appointed pursuant to Article VII, the "Administrative
Agent") for the Lender Parties (as hereinafter defined) and as collateral agent
(together with any successor collateral agent appointed pursuant to Article VII,
the "Collateral Agent"), DEUTSCHE BANC ALEX. BROWN INC. ("DBAB"), as syndication
agent (the "Syndication Agent"; together with the Administrative Agent and the
Collateral Agent, the "Agents"), and SSBI and DBAB, as arrangers (the
"Arrangers"), amends and restates in its entirety the Existing Credit Agreement
(as defined below).

PRELIMINARY STATEMENTS:

WHEREAS, the Borrower is a party to a Credit Agreement dated as
of April 28, 2000 (as amended through the date hereof, the "Existing Credit
Agreement") among the Borrower, the Initial Lenders, the Initial Issuing Banks,
the SSBI, as book manager, Societe Generale ("SG"), as administrative agent (the
"Existing Administrative Agent") and collateral agent (the "Existing Collateral
Agent"), SSBI and SG, as syndication agents, SSBI, SG Cowen Securities
Corporation and DBAB, as arrangers, and DBAB, as documentation agent;

WHEREAS, on February 16, 2001 SG resigned as Existing
Administrative Agent and Existing Collateral Agent as to all of the Facilities
pursuant to Section 7.06 of the Existing Credit Agreement;

WHEREAS, the Existing Administrative Agent, the Existing
Collateral Agent, the Administrative Agent and the Collateral Agent have
concurrently herewith (but prior to the effectiveness of this Agreement) entered
into the Assignment and Release Agreement dated the date hereof (the "Assignment
and Release Agreement") pursuant to which (i) the resignation by SG of its
duties as Existing Administrative Agent and Existing Collateral Agent are
confirmed, (ii) the Existing Administrative Agent and the Existing Collateral
Agent have assigned all their respective rights, title and interest in, to and
under the Existing Credit Agreement and the Loan Documents (as defined in the
Existing Credit Agreement) and delegated all of their respective obligations
thereunder and with respect thereto to the Administrative Agent or the
Collateral Agent, as applicable, and (iii) CUSA, as the successor Administrative
Agent and Collateral Agent has accepted such assignment and delegation;

WHEREAS, on February 20, 2001 the Borrower issued $500,000,000 of
9.25% senior notes due 2008 (the "Senior Notes (2001)"), the Net Cash Proceeds
of which were applied by the Borrower in prepayment of certain of the Advances
under the Existing Credit Agreement (including the repayment in full of the Term
A Advances) and for its general corporate and working capital purposes;

WHEREAS, the Borrower has requested that the Lender Parties amend
and restate the Existing Credit Agreement on the terms set forth in this
Agreement, which Agreement shall become effective upon satisfaction of certain
conditions precedent set forth herein;

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WHEREAS, it is the intent of the parties hereto that this
Agreement not constitute a novation of the obligations and liabilities existing
under the Existing Credit Agreement or evidence payment of all or any of such
obligations and liabilities (other than the repayment in full of the Term A
Advances referred to above), that this Agreement amend and restate in its
entirety the Existing Credit Agreement, and that from and after the Effective
Date the Existing Credit Agreement be of no further force or effect except as to
evidence the incurrence of the "Obligations" thereunder and the representations
and warranties made thereunder;

NOW, THEREFORE, in consideration of the above premises, the
parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.1 CERTAIN DEFINED TERMS. As used in this Agreement, the
following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):

"Acquisition Agreement" means the asset purchase agreement dated
as of January 14, 2000 between AT Korea and Anam.

"Administrative Agent" has the meaning specified in the recital
of parties to this Agreement.

"Administrative Agent's Account" means the account of the
Administrative Agent maintained by the Administrative Agent with Citibank at its
office in New York, New York, ABA No. 021-0000-89, Account No. 36852248,
Attention: Jason Trala.

"Advance" means a Term B Advance, a Revolving Credit Advance or a
Letter of Credit Advance.

"Affiliate" means, as to any Person, any other Person that,
directly or indirectly, controls, is controlled by or is under common control
with such Person or is a director or officer of such Person. For purposes of
this definition, the term "control" (including the terms "controlling",
"controlled by" and "under common control with") of a Person means the
possession, direct or indirect, of the power to vote 10% or more of the Voting
Interests of such Person or to direct or cause the direction of the management
and policies of such Person, whether through the ownership of Voting Interests,
by contract or otherwise.

"Affiliate Restricted Investment Amount" means, at any time
(without duplication) an amount equal to (a) the sum of (i) the amount of all
cash Investments of the Borrower and its Restricted Subsidiaries, or which any
of the Borrower and its Restricted Subsidiaries has assumed a legally binding
commitment to make, on or after the Effective Date, in, (ii) the aggregate
outstanding amount of all Contingent Obligations (including Contingent
Obligations and reimbursement obligations in respect of letters of credit) of
the Borrower and its Restricted Subsidiaries at such time in respect of
obligations of, and (iii) (to the extent contributed, sold or otherwise
transferred at less than its Fair Market Value, or, if leased) the Fair Market
Value of all assets (other than cash) of the Borrower and its Restricted
Subsidiaries contributed, sold or otherwise transferred or leased on or after
the Effective Date to, any Non Wholly-Owned Affiliate, minus (b) (subject to any
adjustment required pursuant to clause (i)(y)(B) of the definition of Maximum
Restricted Investment Amount) the sum of any cash

2

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dividends, cash distributions or other return of capital or cash repayments of
Debt owing to, or rental and other cash payments pursuant to any lease of assets
granted by, the Borrower or any Wholly-Owned Restricted Subsidiary (but not
intercompany loans to the Borrower or any Wholly-Owned Restricted Subsidiary)
received after the Effective Date by the Borrower or any Wholly-Owned Restricted
Subsidiary (in each case) in respect of any Investments made by them in any Non
Wholly-Owned Affiliate.

"Agents" has the meaning specified in the recital of parties to
this Agreement.

"Agreement Value" means, for each Hedge Agreement, on any date of
determination, an amount determined by the Administrative Agent equal to: (a) in
the case of a Hedge Agreement documented pursuant to the Master Agreement
(Multicurrency-Cross Border) published by the International Swap and Derivatives
Association, Inc. (the "Master Agreement"), the amount, if any, that would be
payable by any Loan Party or any of its Subsidiaries to its counterparty to such
Hedge Agreement, as if (i) such Hedge Agreement was being terminated early on
such date of determination, (ii) such Loan Party or Subsidiary was the sole
"Affected Party", and (iii) the Administrative Agent was the sole party
determining such payment amount (with the Administrative Agent making such
determination pursuant to the provisions of the form of Master Agreement); or
(b) in the case of a Hedge Agreement traded on an exchange, the mark-to-market
value of such Hedge Agreement, which will be the unrealized loss on such Hedge
Agreement to the Loan Party or Subsidiary of a Loan Party party to such Hedge
Agreement determined by the Administrative Agent based on the settlement price
of such Hedge Agreement on such date of determination, or (c) in all other
cases, the mark-to-market value of such Hedge Agreement, which will be the
unrealized loss on such Hedge Agreement to the Loan Party or Subsidiary of a
Loan Party party to such Hedge Agreement determined by the Administrative Agent
as the amount, if any, by which (i) the present value of the future cash flows
to be paid by such Loan Party or Subsidiary exceeds (ii) the present value of
the future cash flows to be received by such Loan Party or Subsidiary pursuant
to such Hedge Agreement; capitalized terms used and not otherwise defined in
this definition shall have the respective meanings set forth in the above
described Master Agreement.

"Anam" means Anam Semiconductor, Inc., a Korean coproation.

"Applicable Lending Office" means, with respect to each Lender
Party, such Lender Party's Domestic Lending Office in the case of a Base Rate
Advance and such Lender Party's Eurodollar Lending Office in the case of a
Eurodollar Rate Advance.

"Applicable Margin" means (a) with respect to the Term B
Facility, 3.00% per annum in the case of Eurodollar Rate Advances, and 2.00% per
annum in the case of Base Rate Advances and (b) with respect to the Revolving
Credit Facility, (i) for the period from the Initial Closing Date to the
six-month anniversary of the Initial Closing Date, 2.75% per annum in the case
of Eurodollar Rate Advances, and 1.75% per annum in the case of Base Rate
Advances, and (ii) thereafter, a percentage per annum determined by reference to
the Leverage Ratio as set forth below:

---------------------------------------------------------------------------------
BASE RATE     EURODOLLAR
LEVERAGE RATIO                      ADVANCES    RATE ADVANCES
---------------------------------------------------------------------------------

Level I
-------
less than or equal to 1.25:1.0                          1.00%         2.00%
---------------------------------------------------------------------------------
Level II
--------
greater than 1.25:1.0 and less than or equal to
1.75:1.0                                                1.25%         2.25%
---------------------------------------------------------------------------------

3

5

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

Level III
---------
greater than 1.75:1.0 and less than or equal to
2.25:1.0                                                1.50%         2.50%
---------------------------------------------------------------------------------
Level IV
--------
greater than 2.25:1.0                                   1.75%         2.75%
---------------------------------------------------------------------------------

For the purposes of this clause (b)(ii), the Applicable Margin for each Base
Rate Advance shall be determined by reference to the Leverage Ratio in effect
from time to time and the Applicable Margin for each Eurodollar Rate Advance
shall be determined by reference to the Leverage Ratio in effect on the first
day of each Interest Period for such Advance; provided, however, that (A) no
change in the Applicable Margin shall be effective until three Business Days
after the date on which the Administrative Agent receives the financial
statements required to be delivered pursuant to Section 5.3(b) or (c), as the
case may be, and a certificate of the Chief Financial Officer of the Borrower
demonstrating such Leverage Ratio, (B) the Applicable Margin shall be at Level
IV for so long as the Borrower has not submitted to the Administrative Agent the
information described in clause (A) of this proviso as and when required under
Section 5.3(b) or (c), as the case may be and (C) the Applicable Margin shall be
at Level IV in the event a Default has occurred and is continuing.

"Application Date" has the meaning specified in Section
2.6(b)(vi).

"Appropriate Lender" means, at any time, with respect to (a) any
of the Facilities, a Lender that has a Commitment with respect to such Facility
at such time and (b) the Letter of Credit Facility, (i) any Issuing Bank and
(ii) if the other Revolving Credit Lenders have made Letter of Credit Advances
pursuant to Section 2.3(c) that are outstanding at such time, each such other
Revolving Credit Lender.

"Approved Fund" means, with respect to any Lender that is a fund
that invests in bank loans, any other fund that invests in bank loans and is
advised or managed by the same investment advisor as such Lender or by an
Affiliate of such investment advisor.

"Arrangers" has the meaning specified in the recital of parties
to this Agreement.

"Assignment and Acceptance" means an assignment and acceptance
entered into by a Lender Party and an Eligible Assignee, and accepted by the
Administrative Agent, in accordance with Section 8.7 and in substantially the
form of Exhibit C hereto.

"Assignment and Release Agreement" has the meaning specified in
the preliminary statements to this Agreement.

"Assuming Lender" has the meaning specified in Section 2.17(d).

"Assumption Agreement" has the meaning specified in Section
2.17(d)(ii).

"AT Korea" means Amkor Technology Korea, Inc., an indirect
Wholly-Owned Subsidiary of the Borrower.

"AT Korea Bonds" means $385,000,000 of bonds issued by AT Korea
to the Borrower on May 11, 1999 and $625,000,000 of bonds issued by AT Korea to
the Borrower on May 2, 2000.

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6

"Available Amount" of any Letter of Credit means, at any time,
the maximum amount available to be drawn under such Letter of Credit at such
time (assuming compliance at such time with all conditions to drawing).

"Base Rate" means a fluctuating interest rate per annum in effect
from time to time, which rate per annum shall at all times be equal to the
higher of:

(a)     the rate of interest announced publicly by Citibank in
New York, New York, from time to time, as Citibank's base rate; and

(b)     1/2 of 1% per annum above the Federal Funds Rate.

"Base Rate Advance" means an Advance that bears interest as
provided in Section 2.7(a)(i).

"Board of Directors" means the Board of Directors of the Borrower
or any duly authorized committee of the Board of Directors.

"Book Manager" has the meaning specified in the recital of
parties to this Agreement.

"Borrower" has the meaning specified in the recital of parties to
this Agreement.

"Borrower's Account" means the account of the Borrower maintained
by the Borrower with Citibank in New York, New York, ABA No. 021000089, Account
No. 40568602.

"Borrowing" means a Term B Borrowing or a Revolving Credit
Borrowing.

"Borrowing Base Certificate" means a certificate in substantially
the form of Exhibit D hereto, duly certified by the chief financial officer of
the Borrower.

"Business Day" means a day of the year on which banks are not
required or authorized by law to close in New York City and, if the applicable
Business Day relates to any Eurodollar Rate Advances, on which dealings are
carried on in the London interbank market.

"Capital Expenditures" means, for any Person for any period, the
sum of, without duplication, (a) all expenditures made, directly or indirectly,
by such Person or any of its Subsidiaries during such period for equipment,
fixed assets, real property or improvements, or for replacements or
substitutions therefor or additions thereto, that have been or should be, in
accordance with GAAP, reflected as additions to property, plant or equipment on
a Consolidated balance sheet of such Person or have a useful life of more than
one year plus (b) the aggregate principal amount of all Debt (including
Obligations under Capitalized Leases) assumed or incurred in connection with any
such expenditures.

"Capitalized Leases" means all leases that have been or should
be, in accordance with GAAP, recorded as capitalized leases.

"Cash Equivalents" means any of the following, to the extent
owned by the Borrower or any of its Subsidiaries free and clear of all Liens
other than Liens created under the Collateral Documents and Permitted Liens and
having a maturity of not greater than 180 days from the date of issuance
thereof: (a) readily marketable direct obligations of the Government of the
United States or any agency or instrumentality thereof or obligations
unconditionally

5

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guaranteed by the full faith and credit of the Government of the United States,
(b) insured certificates of deposit of or time deposits with any commercial bank
that is a Lender Party or a member of the Federal Reserve System, issues (or the
parent of which issues) commercial paper rated as described in clause (c) below,
is organized under the laws of the United States or any State thereof and has
combined capital and surplus of at least $1 billion, (c) commercial paper
maturing no more than 12 months from the date of creation thereof and having at
the time of acquisition thereof, a rating of at least "Prime-1" (or the then
equivalent grade) from Moody's Investors Service, Inc. ("Moody's") or "A-1" (or
the then equivalent grade) from Standard & Poor's, a division of The McGraw-Hill
Companies, Inc. ("Standard & Poor's") or (d) Investments, classified in
accordance with GAAP as Current Assets of the Borrower or any of its
Subsidiaries, in money market investment programs registered under the
Investment Company Act of 1940, which are administered by financial institutions
that have the highest rating obtainable from either Moody's or S&P, and the
portfolios of which are limited solely to Investments of the character, quality
and maturity described in clauses (a), (b) and (c) of this definition.

"Cayman Share Mortgage" means the Cayman law Share Mortgage in
respect of shares in Amkor International Holdings dated as of April 28, 2000, as
supplemented by a Guaranty and Security Confirmation dated as of the Effective
Date, between Guardian Assets, Inc. and the Collateral Agent.

"CERCLA" means the Comprehensive Environmental Response,
Compensation and Liability Act of 1980.

"CERCLIS" means the Comprehensive Environmental Response,
Compensation and Liability Information System maintained by the U.S.
Environmental Protection Agency.

"Change of Control" means the occurrence of any of the following:
(a) the first date during any consecutive two year period on which a majority of
the members of the board of directors of the Borrower are not Continuing
Directors; or (b) any Person or two or more Persons (other than the Existing
Stockholders) acting in concert shall have acquired by contract or otherwise, or
shall have entered into a contract or arrangement that, upon consummation, will
result in its or their acquisition of control over Voting Interests of the
Borrower (or other securities convertible into such Voting Interests)
representing 25% or more of the combined voting power of all Voting Interests of
the Borrower.

"Citibank" means Citibank, N.A., a national banking association.

"Collateral" means all "Collateral" referred to in the Collateral
Documents and all other property that is or is intended to be subject to any
Lien in favor of the Collateral Agent for the benefit of the Secured Parties.

"Collateral Agent" has the meaning specified in the recital of
parties to this Agreement.

"Collateral Documents" means the Security Agreement, the
Mortgages, the Cayman Share Mortgage, the Korean Collateral Documents, the
Guaranty and Security Confirmations and any other agreement that creates or
purports to create a Lien in favor of the Collateral Agent for the benefit of
the Secured Parties.

"Commitment" means a Term B Commitment, a Revolving Credit
Commitment or a Letter of Credit Commitment.

6

8

"Commitment Date" has the meaning specified in Section 2.17(b).

"Commitment Increase" has the meaning specified in Section
2.17(a).

"Confidential Information" means information that any Loan Party
furnishes to any Agent or any Lender Party in a writing designated as
confidential, but does not include any such information that is or becomes
generally available to the public or that is or becomes available to such Agent
or such Lender Party from a source other than the Loan Parties.

"Consolidated" refers to the consolidation of accounts in
accordance with GAAP.

"Contingent Obligation" means, with respect to any Person, any
Obligation or arrangement of such Person to guarantee or intended to guarantee
any Debt, leases, dividends or other payment Obligations ("primary obligations")
of any other Person (the "primary obligor") in any manner, whether directly or
indirectly, including (a) the direct or indirect guarantee, endorsement (other
than for collection or deposit in the ordinary course of business), co-making,
discounting with recourse or sale with recourse by such Person of the Obligation
of a primary obligor, (b) the Obligation to make take-or-pay or similar
payments, if required, regardless of nonperformance by any other party or
parties to an agreement or (c) any Obligation of such Person, whether or not
contingent, (i) to purchase any such primary obligation or any property
constituting direct or indirect security therefor, (ii) to advance or supply
funds (A) for the purchase or payment of any such primary obligation or (B) to
maintain working capital or equity capital of the primary obligor or otherwise
to maintain the net worth or solvency of the primary obligor, (iii) to purchase
property, assets, securities or services primarily for the purpose of assuring
the owner of any such primary obligation of the ability of the primary obligor
to make payment of such primary obligation or (iv) otherwise to assure or hold
harmless the holder of such primary obligation against loss in respect thereof.
The amount of any Contingent Obligation shall be deemed to be an amount equal to
the stated or determinable amount of the primary obligation in respect of which
such Contingent Obligation is made (or, if less, the maximum amount of such
primary obligation for which such Person may be liable pursuant to the terms of
the instrument evidencing such Contingent Obligation) or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof
(assuming such Person is required to perform thereunder), as determined by such
Person in good faith.

"Continuing Directors" means (i) members of the board of
directors on the Effective Date; and (ii) other Persons nominated or elected to
the board of directors with the approval of a majority of the Continuing
Directors who were members of the board of directors at the time of such
election or nomination.

"Conversion", "Convert" and "Converted" each refer to a
conversion of Advances of one Type into Advances of the other Type pursuant to
Section 2.9 or 2.10.

"Convertible Subordinated Notes (1998)" means the 53/4%
Convertible Subordinated Notes due 2003 issued pursuant to the Convertible
Subordinated Notes Indenture.

"Convertible Subordinated Notes (2000)" means the 5% Notes issued
pursuant to the 2000 Convertible Subordinated Notes Indenture.

"Convertible Subordinated Notes Indenture (1998)" means the
Indenture dated as of May 6, 1998 between the Borrower and State Street Bank and
Trust Company, as trustee, pursuant to which the Convertible Subordinated Notes
(1998) were issued.

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9

"Convertible Subordinated Notes Indenture (2000)" means the
Indenture dated as of March 22, 2000 between the Borrower and State Street Bank
and Trust Company, as trustee, pursuant to which the Convertible Subordinated
Notes (2000) were issued.

"Current Assets" of any Person means all assets of such Person
that would, in accordance with GAAP, be classified as current assets of a
company conducting a business the same as or similar to that of such Person,
after deducting adequate reserves in each case in which a reserve is proper in
accordance with GAAP.

"Current Liabilities" of any Person means (a) all Debt of such
Person that by its terms is payable on demand or matures within one year after
the date of determination (excluding any Debt renewable or extendible, at the
option of such Person, to a date more than one year from such date or arising
under a revolving credit or similar agreement that obligates the lender or
lenders to extend credit during a period of more than one year from such date),
(b) all amounts of Funded Debt of such Person required to be paid or prepaid
within one year after such date and (c) all other items (including taxes accrued
as estimated) that in accordance with GAAP would be classified as current
liabilities of such Person.

"CUSA" has the meaning specified in the recital of parties to
this Agreement.

"DBAB" has the meaning specified in the recital of parties to
this Agreement.

"Debt" of any Person means, without duplication for purposes of
calculating financial ratios, (a) all Obligations in respect of indebtedness of
such Person for borrowed money, (b) all Obligations of such Person for the
deferred purchase price of property or services, (c) all Obligations of such
Person evidenced by notes, bonds, debentures or other similar instruments, (d)
all Obligations of such Person created or arising under any conditional sale or
other title retention agreement with respect to property acquired by such Person
(even though the rights and remedies of the seller or lender under such
agreement in the event of default are limited to repossession or sale of such
property), (e) all Obligations of such Person as lessee under Capitalized
Leases, (f) all Obligations of such Person under acceptance, letter of credit or
similar facilities, (g) all Obligations of such Person to purchase, redeem,
retire, defease or otherwise make any payment in respect of any Equity Interests
in such Person or any other Person or any warrants, rights or options to acquire
such capital stock, valued, in the case of Redeemable Preferred Interests, at
the greater of its voluntary or involuntary liquidation preference plus accrued
and unpaid dividends, (h) all Obligations of such Person in respect of Hedge
Agreements, valued at the Agreement Value thereof, (i) all Contingent
Obligations of such Person and (j) all indebtedness and other payment
Obligations referred to in clauses (a) through (i) above of another Person
secured by (or for which the holder of such Debt has an existing right,
contingent or otherwise, to be secured by) any Lien on property (including
accounts and contract rights) owned by such Person to the extent of the value of
such property, even though such Person has not assumed or become liable for the
payment of such indebtedness or other payment Obligations. Notwithstanding the
foregoing, in no event shall the term "Debt" include (i) any lease properly
classified as an operating lease in accordance with GAAP (other than a
"synthetic lease" or a similar transaction in which the obligation is considered
Debt for Borrowed Money for tax purposes), (ii) any trade payable arising in the
ordinary course of business, provided that no material part of such account
payable is more than ninety (90) days past due (unless subject to a bona fide
dispute for which adequate reserves have been established), (iii) any
obligations under open purchase orders to acquire tangible personal property
entered into in the ordinary course of business and not yet due or payable, (iv)
any accrued expenses or (v) any income taxes not at the time delinquent.

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"Debt for Borrowed Money" of any Person means all items that, in
accordance with GAAP, would be classified as indebtedness on a Consolidated
balance sheet of such Person.

"Default" means any Event of Default or any event that would
constitute an Event of Default but for the requirement that notice be given or
time elapse or both.

"Defaulted Advance" means, with respect to any Lender Party at
any time, the portion of any Advance required to be made by such Lender Party to
the Borrower pursuant to Section 2.1 or 2.2 at or prior to such time which has
not been made by such Lender Party or by the Administrative Agent for the
account of such Lender Party pursuant to Section 2.2(d) as of such time. In the
event that a portion of a Defaulted Advance shall be deemed made pursuant to
Section 2.15(a), the remaining portion of such Defaulted Advance shall be
considered a Defaulted Advance originally required to be made pursuant to
Section 2.1 on the same date as the Defaulted Advance so deemed made in part.

"Defaulted AmounT" means, with respect to any Lender Party at any
time, any amount required to be paid by such Lender Party to any Agent or any
other Lender Party hereunder or under any other Loan Document at or prior to
such time which has not been so paid as of such time, including any amount
required to be paid by such Lender Party to (a) any Issuing Bank pursuant to
Section 2.3(c) to purchase a portion of a Letter of Credit Advance made by such
Issuing Bank, (b) the Administrative Agent pursuant to Section 2.2(d) to
reimburse the Administrative Agent for the amount of any Advance made by the
Administrative Agent for the account of such Lender Party, (c) any other Lender
Party pursuant to Section 2.13 to purchase any participation in Advances owing
to such other Lender Party and (d) any Agent or any Issuing Bank pursuant to
Section 7.5 to reimburse such Agent or such Issuing Bank for such Lender Party's
ratable share of any amount required to be paid by the Lender Parties to such
Agent or such Issuing Bank as provided therein. In the event that a portion of a
Defaulted Amount shall be deemed paid pursuant to Section 2.15(b), the remaining
portion of such Defaulted Amount shall be considered a Defaulted Amount
originally required to be paid hereunder or under any other Loan Document on the
same date as the Defaulted Amount so deemed paid in part.

"Defaulting Lender" means, at any time, any Lender Party that, at
such time, (a) owes a Defaulted Advance or a Defaulted Amount or (b) shall take
any action or be the subject of any action or proceeding of a type described in
Section 6.1(f).

"Domestic Lending Office" means, with respect to any Lender
Party, the office of such Lender Party specified as its "Domestic Lending
Office" opposite its name on Schedule I hereto or in the Assignment and
Acceptance pursuant to which it became a Lender Party, as the case may be, or
such other office of such Lender Party as such Lender Party may from time to
time specify to the Borrower and the Administrative Agent.

"Domestic Loan Parties" means the Borrower and the Subsidiary
Guarantors.

"Domestic Subsidiary" means any Subsidiary of the Borrower other
than a Foreign Subsidiary; provided that none of the Equity Interests of a
Domestic Subsidiary may be owned by a Foreign Subsidiary.

"EBITDA" means, for any period, the sum, determined on a
Consolidated basis, of (a) Net Income, (b) interest expense, (c) income tax
expense, (d) to the extent included in Consolidated Net Income, non-cash foreign
currency loss (or less any non-cash foreign currency gain), (e) to the extent
included in Net Income, non-cash equity in loss of Affiliates (or less any
non-cash equity in income of Affiliates), (f) depreciation expense and (g)
amortization expense,

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in each case of the Borrower and its Restricted Subsidiaries, determined in
accordance with GAAP for such period.

"Effective Date" has the meaning specified in Section 3.1.

"Eligible Assignee" means (a) with respect to any Facility (other
than the Letter of Credit Facility), (i) a Lender; (ii) an Affiliate of a
Lender; (iii) an Approved Fund and (iv) any other Person approved by the Agents
and, unless a Default has occurred and is continuing at the time any assignment
is effected pursuant to Section 8.7, the Borrower, such approval not to be
unreasonably withheld or delayed, and (b) with respect to the Letter of Credit
Facility, a commercial bank approved by each of the Agents and, unless a Default
has occurred and is continuing at the time any assignment is effected pursuant
to Section 8.7, the Borrower, such approval not to be unreasonably withheld or
delayed; provided, however, that neither any Loan Party nor any Affiliate of a
Loan Party shall qualify as an Eligible Assignee under this definition.

"Eligible Collateral" means, collectively, Eligible Inventory and
Eligible Receivables.

"Eligible Inventory" means the Inventory of the Domestic Loan
Parties (other than the classes of excluded Inventory set forth below). The
value of such Inventory shall be determined by the Administrative Agent in its
reasonable judgment taking into consideration, among other factors, the lowest
of its cost, its book value determined in accordance with GAAP and its
liquidation value. The Administrative Agent may consider any of the following
classes of Inventory not to be Eligible Inventory:

(a)     Inventory located on leaseholds as to which the lessor
has not entered into a consent and agreement providing the Collateral
Agent with the right to receive notice of default, the right to
repossess such Inventory at any time and such other rights as may be
reasonably required by the Collateral Agent;

(b)     Inventory that is obsolete, unusable or otherwise
unavailable for sale;

(c)     Inventory with respect to which the representations and
warranties set forth in Section 9 of the Security Agreement applicable
to Inventory are not true and correct in all material respects;

(d)     Inventory that fails to meet all standards imposed by any
governmental agency, or department or division thereof, having
regulatory authority over such Inventory or its use or sale;

(e)     Inventory that is subject to any licensing, patent,
royalty, trademark, trade name or copyright agreement with any third
party from whom any Domestic Loan Party has received notice of a dispute
in respect of any such agreement to the extent of such dispute;

(f)     Inventory that is not in the possession of or under the
sole control of the Domestic Loan Parties;

(g)     Inventory consisting of work in progress; and

(h)     Inventory in respect of which the Security Agreement,
after giving effect to the related filings of financing statements that
have then been made, if any, does not or

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has ceased to create a valid and perfected first priority lien or
security interest in favor of the Collateral Agent for the benefit of
the Secured Parties securing the Secured Obligations.

"Eligible Receivables" means the Receivables of the Domestic Loan
Parties other than the classes of excluded Receivables set forth below. The
value of such Receivables shall be determined by the Administrative Agent in its
reasonable judgment taking into consideration, among other factors, their book
value determined in accordance with GAAP. The Administrative Agent may consider
any of the following classes of Receivables not to be Eligible Receivables:

(a)     Receivables that do not arise out of sales of goods or
rendering of services in the ordinary course of the business of the
Domestic Loan Parties;

(b)     Receivables on terms other than those normal or customary
in the business of the Domestic Loan Parties;

(c)     Receivables owing from any Person that is an Affiliate of
any Loan Party or any of its Subsidiaries;

(d)     Receivables more than 120 days past original invoice date
or more than 90 days past the date due;

(e)     Receivables owing from any Person from which an aggregate
amount of more than 20% of the Receivables owing is more than 90 days
past due;

(f)     Receivables owing from any Person that (i) has disputed
liability for any Receivable owing from such Person or (ii) has
otherwise asserted any claim, demand or liability against any Loan Party
or any of its Subsidiaries, whether by action, suit, counterclaim or
otherwise;

(g)     Receivables owing from any Person that shall take or be
the subject of any action or proceeding of a type described in Section
6.1(f);

(h)     Receivables (i) owing from any Person that is also a
supplier to or creditor of any Domestic Loan Party unless such Person
has waived any right of set-off in a manner acceptable to the
Administrative Agent or (ii) representing any manufacturer's or
supplier's credits, discounts, incentive plans or similar arrangements
entitling the Borrower to discounts on future purchase therefrom;

(i)     Receivables arising out of sales to account debtors
outside the United States unless such Receivables are (i) fully backed
by an irrevocable letter of credit on terms, and issued by a financial
institution, acceptable to the Administrative Agent and such irrevocable
letter of credit is in the possession of the Collateral Agent or the
Administrative Agent or (ii) owing from an account debtor that is a
foreign subsidiary or division of a Person organized and in good
standing under the laws of a jurisdiction within the United States;

(j)     Receivables arising out of sales on a guaranteed sale,
sale-or-return, sale on approval or consignment basis or subject to any
right of return, set-off or charge-back;

(k)     Receivables owing from an account debtor that is an
agency, department or instrumentality of the United States or any State
thereof unless the Borrower shall have

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satisfied the requirements of the Assignment of Claims Act of 1940, and
any similar State legislation and the Administrative Agent is satisfied
as to the absence of set-offs, counterclaims and other defenses on the
part of such account debtor;

(l)     Receivables the full and timely payment of which the
Administrative Agent in its reasonable judgment believes to be doubtful;
and

(m)     Receivables in respect of which the Security Agreement,
after giving effect to the related filings of financing statements that
have then been made, if any, does not or has ceased to create a valid
and perfected first priority lien or security interest in favor of the
Collateral Agent for the benefit of the Secured Parties securing the
Secured Obligations.

"Environmental Action" means any action, suit, demand, demand
letter, claim, notice of non-compliance or violation, notice of liability or
potential liability, investigation, proceeding, consent order or consent
agreement relating in any way to any Environmental Law, any Environmental Permit
or Hazardous Material or arising from alleged injury or threat to health, safety
or the environment, including (a) by any governmental or regulatory authority
for enforcement, cleanup, removal, response, remedial or other actions or
damages and (b) by any governmental or regulatory authority or third party for
damages, contribution, indemnification, cost recovery, compensation or
injunctive relief.

"Environmental Law" means any federal, state, local or foreign
statute, law, ordinance, rule, regulation, code, order, writ, judgment,
injunction, decree or judicial or agency interpretation, policy or guidance
relating to pollution or protection of the environment, health, safety or
natural resources, including those relating to the use, handling,
transportation, treatment, storage, disposal, release or discharge of Hazardous
Materials.

"Environmental Permit" means any permit, approval, identification
number, license or other authorization required under any Environmental Law.

"Equity Interests" means, with respect to any Person, shares of
capital stock of (or other ownership or profit interests in) such Person,
warrants, options or other rights for the purchase or other acquisition from
such Person of shares of capital stock of (or other ownership or profit
interests in) such Person, securities convertible into or exchangeable for
shares of capital stock of (or other ownership or profit interests in) such
Person or warrants, rights or options for the purchase or other acquisition from
such Person of such shares (or such other interests), and other ownership or
profit interests in such Person (including partnership, member or trust
interests therein), whether voting or nonvoting, and whether or not such shares,
warrants, options, rights or other interests are authorized or otherwise
existing on any date of determination; provided, however, that the Convertible
Subordinated Notes (1998) or the Convertible Subordinated Notes (2000) shall not
be Equity Interests prior to conversion of such notes.

"ERISA" means the Employee Retirement Income Security Act of 1974
and the regulations promulgated and rulings issued thereunder.

"ERISA Affiliate" means any Person that for purposes of Title IV
of ERISA is a member of the controlled group of any Loan Party, or under common
control with any Loan Party, within the meaning of Section 414 of the Internal
Revenue Code.

"ERISA Event" means (a)(i) the occurrence of a reportable event,
within the meaning of Section 4043 of ERISA, with respect to any Plan unless the
30-day notice

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requirement with respect to such event has been waived by the PBGC or (ii) the
requirements of Section 4043(b) of ERISA apply with respect to a contributing
sponsor, as defined in Section 4001(a)(13) of ERISA, of a Plan, and an event
described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA
is reasonably expected to occur with respect to such Plan within the following
30 days; (b) the application for a minimum funding waiver with respect to a
Plan; (c) the provision by the administrator of any Plan of a notice of intent
to terminate such Plan, pursuant to Section 4041(a)(2) of ERISA (including any
such notice with respect to a plan amendment referred to in Section 4041(e) of
ERISA); (d) the cessation of operations at a facility of any Loan Party or any
ERISA Affiliate in the circumstances described in Section 4062(e) of ERISA; (e)
the withdrawal by any Loan Party or any ERISA Affiliate from a Multiple Employer
Plan during a plan year for which it was a substantial employer, as defined in
Section 4001(a)(2) of ERISA; (f) the conditions for imposition of a lien under
Section 302(f) of ERISA shall have been met with respect to any Plan; (g) the
adoption of an amendment to a Plan requiring the provision of security to such
Plan pursuant to Section 307 of ERISA; or (h) the institution by the PBGC of
proceedings to terminate a Plan pursuant to Section 4042 of ERISA, or the
occurrence of any event or condition described in Section 4042 of ERISA that
constitutes grounds for the termination of, or the appointment of a trustee to
administer, such Plan.

"Eurocurrency Liabilities" has the meaning specified in
Regulation D of the Board of Governors of the Federal Reserve System, as in
effect from time to time.

"Eurodollar Lending Office" means, with respect to any Lender
Party, the office of such Lender Party specified as its "Eurodollar Lending
Office" opposite its name on Schedule I hereto or in the Assignment and
Acceptance pursuant to which it became a Lender Party (or, if no such office is
specified, its Domestic Lending Office), or such other office of such Lender
Party as such Lender Party may from time to time specify to the Borrower and the
Administrative Agent.

"Eurodollar Rate" means, for any Interest Period for all
Eurodollar Rate Advances comprising part of the same Borrowing, an interest rate
per annum equal to the rate per annum obtained by dividing (a) the rate per
annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on
Telerate Page 3750 (or any successor page) as the London interbank offered rate
for deposits in U.S. dollars at 11:00 A.M. (London time) two Business Days
before the first day of such Interest Period for a period equal to such Interest
Period (provided that, if for any reason such rate is not available, the term
"Eurodollar Rate" shall mean, for any Interest Period for all Eurodollar Rate
Advances comprising part of the same Borrowing, the rate per annum (rounded
upwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen
LIBO Page as the London interbank offered rate for deposits in U.S. Dollars at
approximately 11:00 A.M. (London time) two Business Days prior to the first day
of such Interest Period for a term comparable to such Interest Period; provided,
however, if more than one rate is specified on Reuters Screen LIBO Page, the
applicable rate shall be the arithmetic mean of all such rates) by (b) a
percentage equal to 100% minus the Eurodollar Rate Reserve Percentage for such
Interest Period.

"Eurodollar Rate Advance" means an Advance that bears interest as
provided in Section 2.7(a)(ii).

"Eurodollar Rate Reserve Percentage" for any Interest Period for
all Eurodollar Rate Advances comprising part of the same Borrowing means the
reserve percentage applicable two Business Days before the first day of such
Interest Period under regulations issued from time to time by the Board of
Governors of the Federal Reserve System (or any successor) for determining the
maximum reserve requirement (including any emergency, supplemental or other

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marginal reserve requirement) for a member bank of the Federal Reserve System in
New York City with respect to liabilities or assets consisting of or including
Eurocurrency Liabilities (or with respect to any other category of liabilities
that includes deposits by reference to which the interest rate on Eurodollar
Rate Advances is determined) having a term equal to such Interest Period.

"Events of Default" has the meaning specified in Section 6.1.

"Excess Cash Flow" means, for any period,

(a)     the sum of:

(i)     Net Income of the Borrower and its Restricted
Subsidiaries for such period plus

(ii)    the aggregate amount of all non-cash charges
deducted in arriving at such Net Income plus

(iii)   if there was a net increase in Consolidated
Current Liabilities of the Borrower and its Restricted
Subsidiaries during such period, the amount of such net increase
plus

(iv)    if there was a net decrease in Consolidated
Current Assets (excluding cash and Cash Equivalents) of the
Borrower and its Restricted Subsidiaries during such period, the
amount of such net decrease less

(b)     the sum of:

(i)     the aggregate amount of all non-cash credits
included in arriving at such Net Income plus

(ii)    if there was a net decrease in Consolidated
Current Liabilities of the Borrower and its Restricted
Subsidiaries during such period, the amount of such net decrease
plus

(iii)   if there was a net increase in Consolidated
Current Assets (excluding cash and Cash Equivalents) of the
Borrower and its Restricted Subsidiaries during such period, the
amount of such net increase plus

(iv)    the aggregate amount of Capital Expenditures of
the Borrower and its Restricted Subsidiaries paid in cash during
such period to the extent permitted by this Agreement plus

(v)     the aggregate amount of all regularly scheduled
principal payments of Funded Debt made during such period plus

(vi)    the aggregate principal amount of all optional
prepayments of Term B Advances made during such period pursuant
to Section 2.6(a) plus

(vii)   cash investments in Non Wholly-Owned Affiliates
(other than Restricted Subsidiaries) made during such period
pursuant to Section 5.2(f)(vii) plus

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(viii)  income attributed during such period to minority
Investments made pursuant to Section 5.2(f)(vii) to the extent
such income is not received by the Borrower or any of its
Restricted Subsidiaries plus

(ix)    $100,000,000.

"Existing Credit Agreement" has the meaning specified in the
preliminary statements to this Agreement.

"Existing Debt" has the meaning specified in Section 4.1(s)
hereof.

"Existing Stockholders" means James J. Kim, Agnes C. Kim, David
D. Kim Trust of December 31, 1987, John T. Kim Trust of December 31, 1987, Susan
Y. Kim Trust of December 31, 1987 and Mr. H.S. Kim.

"Extraordinary Receipt" means any cash received by or paid to or
for the account of any Person by way of proceeds of insurance (other than
proceeds of business interruption insurance to the extent such proceeds
constitute compensation for lost earnings) and condemnation awards (and payments
in lieu thereof); provided, however, that an Extraordinary Receipt shall not
include cash receipts received from proceeds of insurance or condemnation awards
(or payments in lieu thereof) to the extent that such proceeds, awards or
payments in respect of loss or damage to equipment, fixed assets or real
property are applied (or in respect of which expenditures were previously
incurred) to replace or repair the equipment, fixed assets or real property in
respect of which such proceeds, awards or payments were received in accordance
with the terms of the Loan Documents, so long as such application is made within
180 days after the occurrence of such damage or loss.

"Fab Transaction" means one or more transactions which are
designed to create an international subsidiary-contract wafer foundry business
to be owned by an entity formed for such purpose ("Newco"), which transactions
shall consist of any or all of the following: (a) the acquisition of all or
substantially all of Anam's semiconductor wafer fabrication assets by Newco or a
Subsidiary of Newco, (b) the exchange of Anam shares by the Borrower or any of
its Subsidiaries for Equity Interests of Newco and, if applicable, of such
Subsidiary of Newco; provided that, following such exchange the Borrower will
own, after giving effect to such exchange, directly or indirectly, at least 30%
of the issued and outstanding Equity Interests of Newco (on a fully diluted
basis), (c) the transfer of the Borrower's wafer fabrication services business
to Newco in exchange for Equity Interests of Newco or cash, or any combination
thereof, (provided that, to the extent such transfer shall be made in exchange
for cash, it shall be made for Fair Market Value) and (d) the exchange of Equity
Interests of Newco for Equity Interests of any entity engaged in the same
business ("Newco Successor") where the Equity Interests of such entity are
traded on any stock exchange located in the United States or quoted on the
NASDAQ National Market; provided, however, that (i) Newco (and Newco Successor)
shall be incorporated in the United States, the Netherlands, Bermuda, Ireland,
Luxembourg or another jurisdiction reasonably acceptable to the Agents, (ii) the
Borrower's stock of Newco (and Newco Successor) shall not be subject to any
restrictions on transfer that are more onerous to the Lender Parties as those
applicable to the Borrower's stock of Anam on the Effective Date (it being
understood that any restrictions on transfer resulting solely from such stock
being "restricted securities" under Rule 144 of the Securities Act of 1933, as
amended, shall not be deemed to be more onerous on the Lender parties), (iii)
any Equity Interests of Newco and Newco Successor held by the Borrower, directly
or indirectly, shall be pledged to the Lender Parties and (iv) as a result of
any transaction constituting a "Fab Transaction" the Borrower shall not incur
any dilution of the economic benefit in its aggregate Equity Interests in Anam
and, in the event of a

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transfer in exchange for Equity Interests referred to in clause (c) above, any
dilution of its economic benefit derived from the wafer fabrication services
business (after taking into account tax and other economic benefits reasonably
derived from the implementation of the Fab Transaction) in comparison to the
Borrower's Equity Interests in Newco or Newco Successor, as the case may be;
provided further, that Newco or Newco successor shall be formed as a
corporation, limited liability company or other form of entity with limited
liability to shareholders.

"Facility" means the Term B Facility, the Revolving Credit
Facility or the Letter of Credit Facility.

"Fair Market Value" means (a) with respect to any asset or group
of assets (other than a marketable debt or equity security) at any date, the
value of the consideration obtainable in a sale of such asset at such date
assuming a sale by a willing seller to a willing purchaser dealing at arm's
length and arranged in an orderly manner over a reasonable period of time having
regard to the nature and characteristics of such asset, as reasonably determined
by any of the chief financial officer, the chief executive officer, the
corporate controller or the president of the Borrower, or, if such asset shall
have been the subject of a relatively contemporaneous appraisal by an
independent third party appraiser, the basic assumptions underlying which have
not materially changed since its date, the value set forth in such appraisal,
and (b) with respect to any marketable debt or equity security at any date, the
closing sale price of such marketable debt or equity security on the Business
Day next preceding such date, as appearing in any published list of any national
securities exchange or the Nasdaq Stock Market or, if there is no such closing
sale price of such marketable debt or equity security, the final price for the
purchase of such marketable debt or equity security at face value quoted on such
business day by a financial institution of recognized standing which regularly
deals in securities of such type selected by the Administrative Agent.

"Federal Funds Rate" means, for any period, a fluctuating
interest rate per annum equal for each day during such period to the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers, as published for such
day (or, if such day is not a Business Day, for the next preceding Business Day)
by the Federal Reserve Bank of New York, or, if such rate is not so published
for any day that is a Business Day, the average of the quotations for such day
for such transactions received by the Administrative Agent from three Federal
funds brokers of recognized standing selected by it.

"Fee Letter" means the fee letter dated March 30, 2001 between
the Borrower and CUSA.

"Fiscal Year" means a fiscal year of the Borrower and its
Consolidated Subsidiaries ending on December 31 in any calendar year.

"Fixed Charge Coverage Ratio" means, at any date of
determination, the ratio of (a) Consolidated EBITDA of the Borrower and its
Restricted Subsidiaries minus Capital Expenditures plus (as of the last day of
the relevant Measurement Period) all cash (including Cash Equivalents) of the
Borrower and its Restricted Subsidiaries to (b) the sum of (i) income taxes that
have been paid in cash plus (ii) interest payable in cash on all Debt for
Borrowed Money plus (iii) scheduled principal amounts of all Debt for Borrowed
Money payable, in each case, of or by the Borrower and its Restricted
Subsidiaries for the most recent Measurement Period ending on or prior to such
date.

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"Foreign Subsidiary" means a Subsidiary of the Borrower organized
under the laws of a jurisdiction other than the United States or any State
thereof.

"Funded Debt" of any Person means Debt in respect of the
Advances, in the case of the Borrower, and all other Debt of such Person that by
its terms matures more than one year after the date of determination or matures
within one year from such date but is renewable or extendible, at the option of
such Person, to a date more than one year after such date or arises under a
revolving credit or similar agreement that obligates the lender or lenders to
extend credit during a period of more than one year after such date, including
all amounts of Funded Debt of such Person required to be paid or prepaid within
one year after the date of determination.

"GAAP" has the meaning specified in Section 1.3.

"Granting Lender" has the meaning specified in Section 8.7(i).

"Guaranties" means each Subsidiary Guaranty and each Intercompany
Guaranty.

"Guarantors" means each Subsidiary Guarantor and each
Intercompany Guarantor.

"Guaranty and Security Confirmation" means each agreement,
pursuant to which a Loan Party reaffirms its obligations under, and affecting
certain amendments to, the Guaranties and the Collateral Documents.

"Hazardous Materials" means (a) petroleum or petroleum products,
by-products or breakdown products, radioactive materials, asbestos-containing
materials, polychlorinated biphenyls and radon gas and (b) any other chemicals,
materials or substances designated, classified or regulated as hazardous or
toxic or as a pollutant or contaminant under any Environmental Law.

"Hedge Agreements" means (i) interest rate swap, cap or collar
agreements and (ii) interest rate future or option contracts, currency swap
agreements, currency future or option contracts and other hedging agreements.

"Hedge Bank" means any Lender Party or an Affiliate of a Lender
Party in its capacity as a party to a Secured Hedge Agreement.

"Increase Date" has the meaning specified in Section 2.17(a).

"Increasing Lender" has the meaning specified in Section 2.17(b).

"Indemnified Costs" has the meaning specified in Section 7.5(a).

"Indemnified Party" has the meaning specified in Section 8.4(b).

"Indentures" means the Senior Notes Indenture (1999), the Senior
Notes Indenture (2001), the Senior Subordinated Notes Indenture, the Convertible
Subordinated Notes Indenture (1998) and the Convertible Subordinated Notes
Indenture (2000) and any other indenture governing the terms of Subordinated
Debt incurred or issued pursuant to clauses (v) or (vi) of Section 5.2(b).

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"Information Memorandum" means the confidential information
memorandum dated March 2001 used by the Arrangers in connection with the
amendment hereby of the Existing Credit Agreement.

"Initial Closing Date" means April 28, 2000, the date of the
Initial Extension of Credit.

"Initial Extension of Credit" means the initial Borrowing under
the Existing Credit Agreement.

"Initial Issuing Banks" has the meaning specified in the recital
of parties to this Agreement.

"Initial Lenders" has the meaning specified in the recital of
parties to this Agreement.

"Insufficiency" means, with respect to any Plan, the amount, if
any, of its unfunded benefit liabilities, as defined in Section 4001(a)(18) of
ERISA.

"Intercompany Guarantor" means each Subsidiary of the Borrower
listed on Schedule III hereto and each other Subsidiary of the Borrower that has
executed and delivered a guaranty pursuant to Section 5.1(j)(i)(B).

"Intercompany Guaranty" means the guaranty dated as of April 28,
2000 among the Intercompany Guarantors, the Borrower and the Restricted
Subsidiaries and any other guaranty which from time to time is executed and
delivered by an Intercompany Guarantor pursuant to Section 5.1(j)(i)(B).

"Intercompany Notes" means promissory notes, in form and
substance satisfactory to the Agents, evidencing Debt permitted pursuant to
Section 5.2(iv)(B), and shall include, without limitation, the AT Korea Bonds.

"Interest Coverage Ratio" means, at any date of determination,
the ratio of (a) Consolidated EBITDA of the Borrower and its Restricted
Subsidiaries to (b) interest payable in cash on all Debt for Borrowed Money of
or by the Borrower and its Restricted Subsidiaries for the most recent
Measurement Period ending on or prior to such date.

"Interest Period" means, for each Eurodollar Rate Advance
comprising part of the same Borrowing, the period commencing on the date of such
Eurodollar Rate Advance or the date of the Conversion of any Base Rate Advance
into such Eurodollar Rate Advance, and ending on the last day of the period
selected by the Borrower pursuant to the provisions below and, thereafter, each
subsequent period commencing on the last day of the immediately preceding
Interest Period and ending on the last day of the period selected by the
Borrower pursuant to the provisions below. The duration of each such Interest
Period shall be one, two, three or six months, as the Borrower may, upon notice
received by the Administrative Agent not later than 11:00 A.M. (New York City
time) on the third Business Day prior to the first day of such Interest Period,
select; provided, however, that:

(a)     the Borrower may not select any Interest Period with
respect to any Eurodollar Rate Advance under a Facility that ends after
any principal repayment installment date for such Facility unless, after
giving effect to such selection, the aggregate principal amount of Base
Rate Advances and of Eurodollar Rate Advances

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having Interest Periods that end on or prior to such principal repayment
installment date for such Facility shall be at least equal to the
aggregate principal amount of Advances under such Facility due and
payable on or prior to such date;

(b)     Interest Periods commencing on the same date for
Eurodollar Rate Advances comprising part of the same Borrowing shall be
of the same duration;

(c)     whenever the last day of any Interest Period would
otherwise occur on a day other than a Business Day, the last day of such
Interest Period shall be extended to occur on the next succeeding
Business Day; provided, however, that, if such extension would cause the
last day of such Interest Period to occur in the next following calendar
month, the last day of such Interest Period shall occur on the next
preceding Business Day; and

(d)     whenever the first day of any Interest Period occurs on a
day of an initial calendar month for which there is no numerically
corresponding day in the calendar month that succeeds such initial
calendar month by the number of months equal to the number of months in
such Interest Period, such Interest Period shall end on the last
Business Day of such succeeding calendar month.

"Internal Revenue Code" means the Internal Revenue Code of 1986
and the regulations promulgated and rulings issued thereunder.

"Inventory" means all Inventory referred to in Section 1(b) of
the Security Agreement.

"Investment" in any Person means any loan or advance to such
Person, any deposit with such Person, any prepayment of the services of such
Person (other than in the ordinary course of business), any purchase or other
acquisition of any Equity Interests or Debt or the assets comprising a division
or business unit or a substantial part or all of the business of such Person,
any capital contribution to such Person or any other direct or indirect
investment in such Person, including any acquisition by way of a merger or
consolidation and any arrangement pursuant to which the investor incurs Debt of
the types referred to in clause (i) or (j) of the definition of "Debt" in
respect of such Person.

"Issuing Banks" means each Initial Issuing Bank and any other
Revolving Credit Lender approved as an Issuing Bank by each of the Agents and
any Eligible Assignee to which a Letter of Credit Commitment hereunder has been
assigned pursuant to Section 8.7 so long as each such Revolving Credit Lender or
each such Eligible Assignee expressly agrees to perform in accordance with their
terms all of the obligations that by the terms of this Agreement are required to
be performed by it as an Issuing Bank and notifies the Administrative Agent of
its Applicable Lending Office and the amount of its Letter of Credit Commitment
(which information shall be recorded by the Administrative Agent in the
Register).

"Korean Collateral Documents" means (a) the Korean law securities
Pledge Agreement dated as of June 8, 2000, as supplemented by a Guaranty and
Security Confirmation dated as of the Effective Date, between the Borrower and
the Collateral Agent and (b) the New York law Collateral Trust Agreement dated
as of April 28, 2000, as supplemented by a Guaranty and Security Confirmation
dated as of the Effective Date, between the Borrower and the Collateral Agent.

"L/C Collateral Account" has the meaning specified in the
Security Agreement.

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"L/C Related Documents" has the meaning specified in Section
2.4(c)(ii)(A).

"Lender Party" means any Lender or any Issuing Bank.

"Lenders" means the Initial Lenders and each Person that shall
become a Lender hereunder pursuant to Section 8.7 for so long as such Initial
Lender or Person, as the case may be, shall be a party to this Agreement.

"Letter of Credit Advance" means an advance made by any Issuing
Bank or any Revolving Credit Lender pursuant to Section 2.3(c).

"Letter of Credit Agreement" has the meaning specified in Section
2.3(a).

"Letter of Credit Commitment" means, with respect to any Issuing
Bank at any time, the amount set forth opposite such Issuing Bank's name on
Schedule I hereto under the caption "Letter of Credit Commitment" or, if such
Issuing Bank has entered into one or more Assignment and Acceptances, set forth
for such Issuing Bank in the Register maintained by the Administrative Agent
pursuant to Section 8.7(d) as such Issuing Bank's "Letter of Credit Commitment",
as such amount may be reduced at or prior to such time pursuant to Section 2.5.

"Letter of Credit Facility" means, at any time, an amount equal
to the lesser of (a) the aggregate amount of the Issuing Banks' Letter of Credit
Commitments at such time and (b) $50,000,000, as such amount may be reduced at
or prior to such time pursuant to Section 2.5.

"Letters of Credit" has the meaning specified in Section 2.1(d).

"Leverage Ratio" means, at any date of determination, the ratio
of Consolidated total Debt for Borrowed Money of the Borrower and its Restricted
Subsidiaries to Consolidated EBITDA of the Borrower and its Restricted
Subsidiaries for the most recent Measurement Period ending on or prior to such
date.

"Lien" means any lien, security interest or other charge or
encumbrance of any kind, or any other type of preferential arrangement which is
intended to serve as the functional equivalent of security, including the lien
or retained security title of a conditional vendor and any easement, right of
way or other encumbrance on title to real property.

"Loan Documents" means (a) for purposes of this Agreement and the
Notes and any amendment, supplement or modification hereof or thereof, (i) this
Agreement, (ii) the Notes, (iii) the Guaranties, (iv) the Collateral Documents,
(v) each Letter of Credit Agreement, (vi) each Intercompany Note, and (vii) the
Fee Letter and (b) for purposes of the Guaranties and the Collateral Documents
and for all other purposes other than for purposes of this Agreement and the
Notes, (i) this Agreement, (ii) the Notes, (iii) the Guaranties, (iv) the
Collateral Documents, (v) each Letter of Credit Agreement, (vi) each Secured
Hedge Agreement, (vii) each Intercompany Note, and (viii) the Fee Letter.

"Loan Parties" means the Borrower, the Guarantors and AT Korea.

"Loan Value" means (a) with respect to Eligible Receivables, up
to 85% of the value of Eligible Receivables; and (b) with respect to Eligible
Inventory, up to 50% of the value of Eligible Inventory.

"Margin Stock" has the meaning specified in Regulation U.

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"Material Adverse Change" means any material adverse change in
the business, assets, properties, liabilities (actual and contingent), condition
(financial or otherwise), operations or prospects of the Borrower and its
Subsidiaries, taken as a whole.

"Material Adverse Effect" means a material adverse effect on (a)
the business, assets, properties, liabilities (actual and contingent),
operations, condition (financial or otherwise), or prospects of the Borrower and
its Subsidiaries, taken as a whole, (b) the rights and remedies of any Agent or
any Lender Party under any Transaction Document or (c) the ability of any Loan
Party to perform its Obligations under any Transaction Document to which it is
or is to be a party.

"Material Contract" means, at any date, the contracts and
agreements filed, or required to be filed as an exhibit to the Borrower's Form
10-K, as if such Form 10-K were being filed on such date and including (whether
or not required to be so filed) the Toshiba JV Agreement.

"Maximum Restricted Investment Amount" means an amount not to
exceed $175,000,000 during the period beginning on the Effective Date and ending
on the date (the "Delivery Date") that the Administrative Agent receives the
financial statements required to be delivered pursuant to Section 5.3(b) for the
Fiscal Year ending December 31, 2001, which amount shall increase (a) on the
Delivery Date, by 25% of Net Income of the Borrower and its Restricted
Subsidiaries for such Fiscal Year, (b) on the first anniversary of the Delivery
Date, by 35% of Net Income of the Borrower and its Restricted Subsidiaries for
the Fiscal Year ending December 31, 2002 and (c) on each subsequent anniversary
of the Delivery Date thereafter, by 50% of Net Income of the Borrower and its
Restricted Subsidiaries for the Fiscal Year most recently ended as of such
anniversary; provided, however, that (i) if on the Delivery Date, or on any
anniversary thereof, Net Income of the Borrower and its Restricted Subsidiaries
for the Fiscal Year most recently ended as of such date is a negative amount,
then (x) the "Maximum Restricted Investment Amount" shall on such date be
reduced by 100% of such negative amount of Net Income except that such reduced
"Maximum Restricted Investment Amount" shall not be less than the then
outstanding Affiliate Restricted Investment Amount and (y) in the event that
following such reduction there is any remaining unabsorbed portion of negative
amount of Net Income, such remaining unabsorbed portion shall (until fully
absorbed) be deducted from (A) any amounts received by the Borrower and its
Restricted Subsidiaries under clause (b) of the definition of Affiliate
Restricted Investment Amount in the calculation thereof and (B) thereafter, to
the extent remaining on any anniversary of the Delivery Date, the applicable
percentage of Net Income for the relevant Fiscal Year for the purpose of any
subsequent adjustment of the "Maximum Restricted Investment Amount" in
accordance with the provisions of this paragraph; and (ii) at no time shall the
"Maximum Restricted Investment Amount" exceed $350,000,000.

"Measurement Period" means, at any date of determination, the
most recent four consecutive fiscal quarters ending on or prior to such date;
provided that, (a) for determination on December 31, 2000, Measurement Period
shall mean (i) for purposes of determining the Fixed Charge Coverage Ratio, the
two fiscal quarters most recently ended multiplied by two and (ii) for all other
purposes, the three fiscal quarters most recently ended multiplied by 4/3; and
(b) for determination solely in respect of the Fixed Charge Coverage Ratio on
March 31, 2001, Measurement Period shall mean the three fiscal quarters most
recently ended multiplied by 4/3.

"Mortgages" means each mortgage, deed of trust, trust deed,
leasehold mortgage or leasehold deed of trust delivered pursuant to Section
5.1(j) or 5.1(p).

"Mortgage Policies" has the meaning specified in Section
5.1(p)(i)(B).

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"Multiemployer Plan" means a multiemployer plan, as defined in
Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA Affiliate is
making or accruing an obligation to make contributions, or has within any of the
preceding five plan years made or accrued an obligation to make contributions.

"Multiple Employer Plan" means a single employer plan, as defined
in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of any
Loan Party or any ERISA Affiliate and at least one Person other than the Loan
Parties and the ERISA Affiliates or (b) was so maintained and in respect of
which any Loan Party or any ERISA Affiliate could have liability under Section
4064 or 4069 of ERISA in the event such plan has been or were to be terminated.

"Net Cash Proceeds" means, with respect to any sale, lease,
transfer or other disposition of any asset or the incurrence or issuance of any
Debt or the sale or issuance of any Equity Interests (including any capital
contribution) by any Person, or any Extraordinary Receipt received by or paid to
or for the account of any Person, the aggregate amount of cash received from
time to time (whether as initial consideration or through payment or disposition
of deferred consideration) by or on behalf of such Person in connection with
such transaction after deducting therefrom only (without duplication) (a)
reasonable and customary brokerage commissions, underwriting fees and discounts,
legal fees, finder's fees and other similar fees and commissions, (b) the amount
of taxes payable in connection with or as a result of such transaction and (c)
the amount of any Debt secured by a Lien on such asset that, by the terms of the
agreement or instrument governing such Debt, is required to be repaid upon such
disposition, in each case to the extent, but only to the extent, that the
amounts so deducted are, at the time of receipt of such cash, actually paid to a
Person that is not an Affiliate of such Person or any Loan Party or any
Affiliate of any Loan Party and are properly attributable to such transaction or
to the asset that is the subject thereof.

"Net Income" means, for any Person for any period, the net income
(or net loss) of such Person for such period, determined on a Consolidated basis
in conformity with GAAP, excluding any extraordinary gains or losses and other
gains or losses arising from asset sales and dispositions other than in the
ordinary course of business and, to the extent included in net income, non-cash
charges recorded in connection with the early conversion of convertible debt and
the prepayment of Term A Advances with the Net Cash Proceeds of issuance of the
Senior Notes (2001); provided, however, that (a) the net income of any other
Person in which such Person or one of its Subsidiaries has a joint interest with
a third party (which interest does not cause the net income of such other Person
to be consolidated into the net income of such Person in accordance with GAAP)
shall be included only to the extent of the amount of dividends or distributions
paid to such Person or Subsidiary and (b) the net income of any Subsidiary of
such Person that is not a Wholly-Owned Subsidiary shall be reduced on a
proportionate basis by a percentage equal to the percentage of the Equity
Interests in such Subsidiary not owned directly or indirectly by the Borrower.

"Non Wholly-Owned Affiliate" means any Unrestricted Subsidiary,
Permitted Joint Venture or Restricted Subsidiary (other than a Wholly-Owned
Restricted Subsidiary).

"Note" means a Term B Note or a Revolving Credit Note.

"Notice of Borrowing" has the meaning specified in Section
2.2(a).

"Notice of Issuance" has the meaning specified in Section 2.3(a).

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"Notice of Renewal" has the meaning specified in Section 2.1(d).

"Notice of Termination" has the meaning specified in Section
2.1(d).

"NPL" means the National Priorities List under CERCLA.

"Obligation" means, with respect to any Person, any payment,
performance or other obligation of such Person of any kind, including any
liability of such Person on any claim, whether or not the right of any creditor
to payment in respect of such claim is reduced to judgment, liquidated,
unliquidated, fixed, contingent, matured, disputed, undisputed, legal,
equitable, secured or unsecured, and whether or not such claim is discharged,
stayed or otherwise affected by any proceeding referred to in Section 6.1(f).
Without limiting the generality of the foregoing, the Obligations of any Loan
Party under the Loan Documents include (a) the obligation to pay principal,
interest, Letter of Credit commissions, charges, expenses, fees, attorneys' fees
and disbursements, indemnities and other amounts payable by such Loan Party
under any Loan Document and (b) the obligation of such Loan Party to reimburse
any amount in respect of any of the foregoing that any Lender Party, in its sole
discretion, may elect to pay or advance on behalf of such Loan Party.

"OECD" means the Organization for Economic Cooperation and
Development.

"Open Year" has the meaning specified in Section 4.1(r)(ii).

"Other Taxes" has the meaning specified in Section 2.12(b).

"PBGC" means the Pension Benefit Guaranty Corporation (or any
successor).

"Permitted Acquisition" means the acquisition by the Borrower or
any Restricted Subsidiary of all of the outstanding Equity Interests of any
Person, or (if such Person is organized under the laws of a jurisdiction other
than the United States or any State thereof ) 90% or more of such outstanding
Equity Interests; provided, however, that (a) such acquisition shall be
consensual and shall have been approved by the board of directors (or the
equivalent governing body) of such Person, (b) such Person shall be engaged in
business which is the same as, or related to, the business engaged in by the
Borrower and (c) no Default shall have occurred and be continuing or would
result therefrom and the representations and warranties referred to in Section
3.2(i) would be true as though made on the date of consummation of such
acquisition.

"Permitted Joint Venture" means Anam, the Toshiba JV and each
other joint venture permitted to be established under the terms of this
Agreement; provided, however, that (a) each such joint venture shall at no time
own any Equity Interests in a Restricted Subsidiary nor at any time itself have
been a Restricted Subsidiary; (b) each such joint venture that is a Subsidiary
of the Borrower shall meet the requirements of an Unrestricted Subsidiary
(unless at the time it becomes a Subsidiary it is a Restricted Subsidiary); and
(c) any Contingent Obligation, including any contractually binding commitment to
make future capital contributions, assumed by the Borrower or its Restricted
Subsidiaries in respect thereof can be quantified in order to ensure compliance
with the restrictions in Section 5.2(b)(ix).

"Permitted Liens" means such of the following as to which no
enforcement, collection, execution, levy or foreclosure proceeding shall have
been commenced: (a) Liens for taxes, assessments and governmental charges or
levies to the extent not required to be paid under Section 5.1(b); (b) Liens
imposed by law, such as materialmen's, mechanics', carriers', workmen's and
repairmen's Liens and other similar Liens arising in the ordinary course of

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business securing obligations that are not overdue for a period of more than 30
days or which are being contested in good faith and by appropriate proceedings,
provided, that any reserves required by GAAP shall have been made; (c) zoning
restrictions, easements, rights of way and other encumbrances on title to real
property that do not render title to the property encumbered thereby
unmarketable or materially adversely affect the use of such property for its
present purposes; (d) Liens arising from judgments or decrees in circumstances
not constituting an Event of Default so long as such Lien is adequately bonded;
(e) Liens on insurance proceeds in favor of insurance companies with respect to
the financing of insurance premiums on policies under which such proceeds are to
be paid; (f) Liens incurred or deposits made under worker's compensation,
unemployment insurance and other types of social security or to secure the
performance of bids, tenders, contracts (other than for the payment of money),
surety and appeal bonds or to secure indemnity, performance or other similar
bonds in the ordinary course of business; (g) Liens incurred in connection with
leases and subleases (other than Capitalized Leases) or licenses and sublicenses
which (in each case) do not interfere in any material respect with the business
of the Borrower or its Restricted Subsidiaries and any interest or title of a
lessee or licensee under any such leases, subleases, licenses or sublicenses;
(h) Liens arising out of consignment or similar arrangements for the sale of
goods in the ordinary course of business; and (i) 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.

"Person" means an individual, partnership, corporation (including
a business trust), limited liability company, joint stock company, trust,
unincorporated association, joint venture or other entity, or a government or
any political subdivision or agency thereof.

"Plan" means a Single Employer Plan or a Multiple Employer Plan.

"Pledged Debt" has the meaning specified in the Security
Agreement.

"Pledged Shares" has the meaning specified in the Security
Agreement.

"Preferred Interests" means, with respect to any Person, Equity
Interests issued by such Person that are entitled to a preference or priority
over any other Equity Interests issued by such Person upon any distribution of
such Person's property and assets, whether by dividend or upon liquidation,
provided that the Convertible Subordinated Notes (1998) or the Convertible
Subordinated Notes (2000) shall not be "Preferred Interests" for the purposes of
this Agreement prior to the conversion of such Convertible Subordinated Notes
(1998) or Convertible Subordinated Notes (2000).

"Pro Forma Basis" means, with respect to any determination for
any period, that such determination shall be made giving pro forma effect (i) in
the case of the use of "Pro Forma Basis" in Section 5.2(b)(v), to the incurrence
of Debt anticipated to occur during such period and (ii) in the case of the use
of "Pro Forma Basis" in Section 5.2(o), to each acquisition (by purchase or
otherwise) or disposition (by sale or otherwise) of a Person or all or
substantially all of the business or assets of a Person consummated by the
Borrower or any of its Restricted Subsidiaries during such period, together with
all transactions relating thereto consummated during such period (including any
incurrence, assumption, refinancing or repayment of Debt), as if such incurrence
of Debt or acquisition, disposition and related transactions had been
consummated on the first day of such period, in each case (i) based on
historical results accounted for in accordance with GAAP and, to the extent
applicable, reasonable assumptions that are specified in reasonable detail in
the relevant compliance certificate furnished to the Administrative Agent
pursuant to Section 5.3(b) or (c) and (ii) prepared in accordance with
Regulation S-X under the Securities Act of 1933 or, if not in accordance with
Regulation S-X, accompanied by a certificate

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of the Borrower's chief financial officer certifying that such determination
(including all related results and assumptions) has been made in a manner not
inconsistent with GAAP and has been approved in writing by the Borrower's Board
of Directors (or the audit committee thereof, if any).

"Pro Rata Share" of any amount means, with respect to any
Revolving Credit Lender at any time, the product of such amount times a fraction
the numerator of which is the amount of such Lender's Revolving Credit
Commitment at such time (or, if the Commitments shall have been terminated
pursuant to Section 2.5 or 6.1, such Lender's Revolving Credit Commitment as in
effect immediately prior to such termination) and the denominator of which is
the Revolving Credit Facility at such time (or, if the Commitments shall have
been terminated pursuant to Section 2.5 or 6.1, the Revolving Credit Facility as
in effect immediately prior to such termination).

"Receivables" means all Receivables referred to in Section 1(c)
of the Security Agreement.

"Redeemable" means, with respect to any Equity Interest, any Debt
or any other right or Obligation, any such right or Obligation that (a) the
issuer has undertaken to redeem at a fixed or determinable date or dates,
whether by operation of a sinking fund or otherwise, or upon the occurrence of a
condition not solely within the control of the issuer or (b) is redeemable at
the option of the holder.

"Register" has the meaning specified in Section 8.7(d).

"Regulation U" means Regulation U of the Board of Governors of
the Federal Reserve System, as in effect from time to time.

"Related Documents" means the Acquisition Agreement, the Senior
Note Documents, the Subordinated Debt Documents, the AT Korea Bonds, and each
other document and instrument executed and delivered in connection with the
consummation of the Transactions (other than the Loan Documents) and the
Indentures and each other document and instrument which governs or evidences any
Debt incurred under Section 5.2(b)(vi) (to the extent that such Debt extends,
refunds or refinances, in whole or in part, any Debt which is governed or
evidenced by any of the foregoing documents and instruments or by the Loan
Documents).

"Replaced Lender Party" has the meaning specified in Section
2.12(h).

"Replacement Effective Date" has the meaning specified in Section
2.12(h).

"Replacement Lender Party" has the meaning specified in Section
2.12(h).

"Required Lenders" means, at any time, Lenders owed or holding at
least a majority in interest of the sum of (a) the aggregate principal amount of
the Advances outstanding at such time, (b) the aggregate Available Amount of all
Letters of Credit outstanding at such time and (c) the aggregate Unused
Revolving Credit Commitments at such time; provided, however, that if any Lender
shall be a Defaulting Lender at such time, there shall be excluded from the
determination of Required Lenders at such time (A) the aggregate principal
amount of the Advances owing to such Lender (in its capacity as a Lender) and
outstanding at such time, (B) such Lender's Pro Rata Share of the aggregate
Available Amount of all Letters of Credit outstanding at such time and (C) the
Unused Revolving Credit Commitment of such Lender at such time. For purposes of
this definition, the aggregate principal amount of Letter of Credit Advances
owing to any Issuing Bank and the Available Amount of each Letter of Credit
shall be

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considered to be owed to the Revolving Credit Lenders ratably in accordance with
their respective Revolving Credit Commitments.

"Responsible Officer" means any officer of any Loan Party or any
of its Subsidiaries.

"Restricted Subsidiary" means any Subsidiary of the Borrower that
is not an Unrestricted Subsidiary or a Permitted Joint Venture; provided,
however, no Unrestricted Subsidiary or Permitted Joint Venture may be designated
a Restricted Subsidiary unless (a)(i) in the case of a Domestic Subsidiary, such
Subsidiary is a Wholly-Owned Subsidiary and (ii) in the case of a Foreign
Subsidiary, the Borrower, or a Wholly-Owned Subsidiary of the Borrower, owns 90%
or more of the outstanding Equity Interests of such Foreign Subsidiary and (b)
at the time of such designation, no Default shall have occurred and be
continuing or would result therefrom.

"Revolving Credit Advance" has the meaning specified in Section
2.1(c).

"Revolving Credit Availability " means, at any date of
determination, an amount which is (a) the lesser of (i) the Revolving Credit
Facility on such date and (ii) the Loan Value of Eligible Collateral on such
date minus (b) the sum of the aggregate principal amount of (x) the Revolving
Credit Advances then outstanding, (y) the Letter of Credit Advances then
outstanding and (z) the aggregate Available Amount of all Letters of Credit then
outstanding.

"Revolving Credit Borrowing" means a borrowing consisting of
simultaneous Revolving Credit Advances of the same Type made by the Revolving
Credit Lenders.

"Revolving Credit Commitment" means, with respect to any
Revolving Credit Lender at any time, the amount set forth opposite such Lender's
name on Schedule I hereto under the caption "Revolving Credit Commitment" or, if
such Lender has entered into one or more Assignment and Acceptances after the
Effective Date, set forth for such Lender in the Register maintained by the
Administrative Agent pursuant to Section 8.7(d) as such Lender's "Revolving
Credit Commitment", as such amount may be reduced at or prior to such time
pursuant to Section 2.5.

"Revolving Credit Facility" means, at any time, the aggregate
amount of the Revolving Credit Lenders' Revolving Credit Commitments at such
time.

"Revolving Credit Lender" means any Lender that has a Revolving
Credit Commitment.

"Revolving Credit Note" means a promissory note of the Borrower
payable to the order of any Revolving Credit Lender, in substantially the form
of Exhibit A-2 hereto, evidencing the aggregate indebtedness of the Borrower to
such Lender resulting from the Revolving Credit Advances made by such Lender.

"Secured Hedge Agreement" means any Hedge Agreement required or
permitted under Article V that is entered into by and between any Loan Party and
any Hedge Bank.

"Secured Obligations" has the meaning specified in the Security
Agreement.

"Secured Parties" means the Agents, the Lender Parties and any
other holder of the Obligations of the Loan Parties under the Loan Documents.

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"Security Agreement" means the Security Agreement dated as of
April 28, 2000, as supplemented by a Guaranty and Security Confirmation dated as
of the Effective Date, among the Borrower, each Subsidiary Guarantor and the
Collateral Agent.

"Senior Debt Ratio" means, at any date of determination, the
ratio of (a) the sum of (i) outstanding Advances, (ii) the Available Amount of
outstanding Letters of Credit, and (iii) all other secured outstanding Debt
(other than Subordinated Debt), in each case, as at the end of the most recently
ended fiscal quarter of the Borrower for which financial statements are required
to be delivered to the Lender Parties pursuant to Section 5.3(b) or (c), as the
case may be, to (b) Consolidated EBITDA of the Borrower and its Restricted
Subsidiaries for such fiscal quarter and the immediately preceding three fiscal
quarters, as adjusted to give pro forma effect to any Investment made since the
last day of such fiscal quarter or to be made within 90 days after such date of
determination pursuant to an executed purchase agreement as though such
Investment had been made at the beginning of such four fiscal quarter period.

"Senior Notes (1999)" means the Series A and Series B 91/4%
Senior Notes due 2006 issued pursuant to the Senior Notes Indenture (1999).

"Senior Notes (2001)" has the meaning specified in the
preliminary statements of this Agreement.

"Senior Note Documents" means the Senior Notes (1999), the Senior
Notes Indenture (1999), the Senior Notes (2001) and the Senior Notes Indenture
(2001).

"Senior Notes Indenture (1999)" means the Indenture dated as of
May 13, 1999 between the Borrower and State Street Bank and Trust Company, as
trustee, pursuant to which the Senior Notes (1999) were issued.

"Senior Notes Indenture (2001)" means the Indenture dated as of
February 20, 2001 between the Borrower and State Street Bank and Trust Company,
as trustee, pursuant to which the Senior Notes (2001) were issued.

"Senior Subordinated Notes" means the Series A and Series B
101/2% Senior Subordinated Notes due 2009 issued pursuant to the Senior
Subordinated Notes Indenture.

"Senior Subordinated Notes Indenture" means the Indenture dated
as of May 13, 1999 between the Borrower and State Street Bank and Trust Company,
as trustee, pursuant to which the Senior Subordinated Notes were issued.

"SG" has the meaning specified in the preliminary statements to
this Agreement.

"Single Employer Plan" means a single employer plan, as defined
in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of any
Loan Party or any ERISA Affiliate and no Person other than the Loan Parties and
the ERISA Affiliates or (b) was so maintained and in respect of which any Loan
Party or any ERISA Affiliate could have liability under Section 4069 of ERISA in
the event such plan has been or were to be terminated.

"Solvent" and "Solvency" mean, with respect to any Person on a
particular date, that on such date (a) the fair value of the property of such
Person is greater than the total amount of liabilities, including contingent
liabilities, of such Person, (b) the present fair salable value of the assets of
such Person is not less than the amount that will be required to pay the
probable liability of such Person on its debts as they become absolute and
matured, (c) such Person does

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not intend to, and does not believe that it will, incur debts or liabilities
beyond such Person's ability to pay such debts and liabilities as they mature
and (d) such Person is not engaged in business or a transaction, and is not
about to engage in business or a transaction, for which such Person's property
would constitute an unreasonably small capital. The amount of contingent
liabilities at any time shall be computed as the amount that, in the light of
all the facts and circumstances existing at such time, represents the amount
that can reasonably be expected to become an actual or matured liability.

"SPC" has the meaning specified in Section 8.7(i).

"SSBI" has the meaning specified in the recital of parties to
this Agreement.

"Standby Letter of Credit" means any Letter of Credit issued
under the Letter of Credit Facility, other than a Trade Letter of Credit.

"Subordinated Debt" means the Debt evidenced by the Senior
Subordinated Notes, the Convertible Subordinated Notes (1998), the Convertible
Subordinated Notes (2000) and any Debt of the Borrower incurred or issued
pursuant to clauses (v) or (vi) of Section 5.2(b) that is subordinated to the
Obligations of the Borrower under the Loan Documents.

"Subordinated Debt Documents" means the Senior Subordinated
Notes, the Senior Subordinated Notes Indenture, the Convertible Notes (1998),
the Convertible Notes Indenture (1998), the Convertible Subordinated Notes
(2000), the Convertible Subordinated Notes Indenture (2000) and any other
Indenture or instrument evidencing any Subordinated Debt.

"Subsidiary" of any Person means any corporation, partnership,
joint venture, limited liability company, trust or estate of which (or in which)
more than 50% of (a) the issued and outstanding capital stock having ordinary
voting power to elect a majority of the Board of Directors of such corporation
(irrespective of whether at the time Equity Interests in any other class or
classes of such corporation shall or might have voting power upon the occurrence
of any contingency), (b) the interest in the capital or profits of such
partnership, joint venture or limited liability company or (c) the beneficial
interest in such trust or estate is at the time directly or indirectly owned or
controlled by such Person, by such Person and one or more of its other
Subsidiaries or by one or more of such Person's other Subsidiaries.

"Subsidiary Guarantor" means Guardian Assets, Inc. and each other
Subsidiary of the Borrower that shall be required to execute and deliver a
guaranty pursuant to Section 5.1(j)(i)(A).

"Subsidiary Guaranty" means the guaranty dated as of April 28,
2000, as supplemented by a Guaranty and Security Confirmation dated as of the
Effective Date, made by each Subsidiary Guarantor in favor of the Lender
Parties, and any other guaranty which from time to time is executed and
delivered by a Subsidiary Guarantor in favor of the Lender Parties pursuant to
Section 5.1(j)(i)(A).

"Syndication Agent" has the meaning specified in the recital of
parties to this Agreement.

"Tangible Net Worth" shall mean, at the end of any fiscal
quarter, the sum of the capital stock (including Debt converted into or
exchanged for capital stock or otherwise capitalized) and additional paid-in
capital, plus retained earnings (or minus accumulated deficit)

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as determined on a consolidated basis in accordance with GAAP, minus any
goodwill and intangibles, all as determined in accordance with GAAP.

"Taxes" has the meaning specified in Section 2.12(a).

"Term A Advances" means the term loans in an aggregate principal
amount of $350,000,000 made to the Borrower on the Initial Closing Date pursuant
to Section 2.1(a) of the Existing Credit Agreement.

"Term A Facility" has the meaning specified in the Existing
Credit Agreement.

"Term B Advance" has the meaning specified in Section 2.1(b).

"Term B Borrowing" means a borrowing consisting of simultaneous
Term B Advances of the same Type made by the Term B Lenders.

"Term B Commitment" means, with respect to any Term B Lender at
any time, the amount set forth opposite such Lender's name on Schedule I hereto
under the caption "Term B Commitment" or, if such Lender has entered into one or
more Assignment and Acceptances after the Effective Date, set forth for such
Lender in the Register maintained by the Administrative Agent pursuant to
Section 8.7(d) as such Lender's "Term B Commitment", as such amount may be
reduced at or prior to such time pursuant to Section 2.5.

"Term B Facility" means, at any time, the aggregate amount of the
Term B Lenders' Term B Commitments at such time.

"Term B Lender" means any Lender that has a Term B Commitment.

"Term B Note" means a promissory note of the Borrower payable to
the order of any Term B Lender, in substantially the form of Exhibit A-1 hereto,
evidencing the indebtedness of the Borrower to such Lender resulting from the
Term B Advance made by such Lender.

"Termination Date" means the earlier of (a) the date of
termination in whole of the Revolving Credit Commitments, the Letter of Credit
Commitments and the Term B Commitments pursuant to Section 2.5 or 6.1 and (b)(i)
for purposes of the Revolving Credit Facility and the Letter of Credit Facility,
March 31, 2005 and (ii) for purposes of the Term B Facility and for all other
purposes, the date that is the earlier of (A) September 30, 2005 and (B) six (6)
months prior to maturity of the Senior Notes (1999).

"Toshiba JV" means the joint venture established pursuant to the
Toshiba JV Agreement.

"Toshiba JV Agreement" means the Joint Venture Agreement dated
December 7, 2000, among the Borrower, Toshiba Corporation and Iwate Toshiba
Electronics Company Ltd., a copy of which has been delivered to the
Administrative Agent and the Required Lenders.

"Trade Letter of Credit" means any Letter of Credit that is
issued under the Letter of Credit Facility for the benefit of a supplier of
Inventory to the Borrower or any of its Subsidiaries to effect payment for such
Inventory, the conditions to drawing under which include the presentation to the
Issuing Bank that issued such Letter of Credit of negotiable bills of lading,
invoices and related documents sufficient, in the judgment of such Issuing Bank,
to create a valid

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and perfected lien on or security interest in such Inventory, bills of lading,
invoices and related documents in favor of such Issuing Bank.

"Transaction Documents" means, collectively, the Loan Documents
and the Related Documents.

"Transactions" means the transactions contemplated by the
Transaction Documents.

"Type" refers to the distinction between Advances bearing
interest at the Base Rate and Advances bearing interest at the Eurodollar Rate.

"Unrestricted Subsidiary" means any Subsidiary of the Borrower,
designated as an "unrestricted Subsidiary" by the board of directors of the
Borrower (and shall in any event include Anam if such entity becomes a
Subsidiary of the Borrower); provided that each such Subsidiary shall at all
times: (a) account for and manage all of its assets and liabilities, and
maintain its books, financial statements and accounting and other records,
separately from those of the Borrower and its Restricted Subsidiaries, (b) deal
with the Borrower and its Restricted Subsidiaries on arms' length terms and (c)
not own any capital stock of a Restricted Subsidiary nor at any times itself
have been a Restricted Subsidiary.

"Unused Revolving Credit Commitment" means, with respect to any
Revolving Credit Lender at any time, (a) such Lender's Revolving Credit
Commitment at such time minus (b) the sum of (i) the aggregate principal amount
of all Revolving Credit Advances and Letter of Credit Advances made by such
Lender (in its capacity as a Lender) and outstanding at such time plus (ii) such
Lender's Pro Rata Share of (A) the aggregate Available Amount of all Letters of
Credit outstanding at such time and (B) the aggregate principal amount of all
Letter of Credit Advances made by the Issuing Banks pursuant to Section 2.3(c)
and outstanding at such time.

"Voting Interests" means shares of capital stock issued by a
corporation, or equivalent Equity Interests in any other Person, the holders of
which are ordinarily, in the absence of contingencies, entitled to vote for the
election of directors (or persons performing similar functions) of such Person,
even if the right so to vote has been suspended by the happening of such a
contingency.

"Welfare Plan" means a welfare plan, as defined in Section 3(1)
of ERISA, that is maintained for employees of any Loan Party or in respect of
which any Loan Party could have liability.

"Wholly-Owned Restricted Subsidiary" means any Restricted
Subsidiary of the Borrower that is (a) a Wholly-Owned Subsidiary or (b) a
Foreign Subsidiary (which is not a Wholly-Owned Subsidiary) and (i) 90% or more
of the outstanding Equity Interests of such Foreign Subsidiary are owned by the
Borrower, or a Wholly-Owned Subsidiary of the Borrower, and (ii) applicable law
does not enable the Borrower, or a Wholly-Owned Subsidiary of the Borrower, to
compulsorily acquire the remaining outstanding minority Equity Interests of such
Foreign Subsidiary (which are not owned by the Borrower or Wholly-Owned
Subsidiary) from the holders thereof on terms which are commercially reasonable
in the circumstances (provided, that the Borrower shall deliver to the
Administrative Agent a certificate of its chief financial officer demonstrating
in detail that any such Foreign Subsidiary falls within this clause (ii) and
such Foreign Subsidiary shall be treated as a "Wholly-Owned Restricted
Subsidiary" unless the Administrative Agent or the Required Lenders notify the
Borrower within 21 days of receipt of

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such certificate that they are not satisfied (acting reasonably) as to the
matters detailed in such certificate.

"Wholly-Owned Subsidiary" of any Person, means any other Person,
all of the outstanding Equity Interests of which (other than director's
qualifying shares or other de minimis nominal shareholdings, to the extent that
they are, in each case, be required by law) is owned by such Person directly or
by other Wholly-Owned Subsidiaries of such Person.

"Withdrawal Liability" has the meaning specified in Part I of
Subtitle E of Title IV of ERISA.

SECTION 1.2. COMPUTATION OF TIME PERIODS; OTHER DEFINITIONAL
PROVISIONS.

(a)     In this Agreement and the other Loan Documents in the
computation of periods of time from a specified date to a later specified date,
the word "from" means "from and including" and the words "to" and "until" each
mean "to but excluding".

(b)     The words "herein," "hereof" and "hereunder" and similar
words refer to this Agreement as a whole, and not to any particular Article,
Section, subsection or clause in, this Agreement.

(c)     References in this Agreement to an Exhibit, Schedule,
Article, Section, subsection or clause refer to the appropriate Exhibit or
Schedule to, or Article, Section, subsection or clause in this Agreement.

(d)     Each agreement defined in this Article I shall include
all appendices, exhibits and schedules thereto. If the prior written consent of
the Required Lenders is required hereunder for an amendment, restatement,
supplement or other modification to any such agreement and such consent is
obtained, references in this Agreement to such agreement shall be to such
agreement as so amended, restated, supplemented or modified.

(e)     References in this Agreement to any statute shall be to
such statute as amended or modified and in effect at the time any such reference
is operative.

(f)     The term "including" when used in any Loan Document means
"including, without limitation," except when used in the computation of time
periods.

(g)     The terms "Lender," "Issuing Bank" and "Administrative
Agent" and "Collateral Agent" include their respective successors.

(h)     Upon the appointment of any successor Administrative
Agent or Collateral Agent pursuant to Section 7.6, references to SSBI and CUSA
in Section 7.3 and to Citibank in the definition of Base Rate shall be deemed to
refer to the financial institution then acting as the Administrative Agent or
one of its Affiliates if it so designates.

SECTION 1.3. ACCOUNTING TERMS. All accounting terms not
specifically defined herein shall be construed in accordance with generally
accepted accounting principles consistent with those applied in the preparation
of the financial statements referred to in Section 4.1(g) ("GAAP").

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ARTICLE II

AMOUNTS AND TERMS OF THE ADVANCES
AND THE LETTERS OF CREDIT

SECTION 2.1. THE ADVANCES AND THE LETTERS OF CREDIT.

(a)     The Term A Advances. On the Initial Closing Date, the
Term A Lenders (as defined in the Existing Credit Agreement) made the Term A
Advances to the Borrower. Prior to the Effective Date, the Borrower repaid the
Term A Advances in full from the Net Cash Proceeds of the Senior Notes (2001) as
required by the terms of the Existing Credit Agreement. The Term A Facility is
hereby canceled.

(b)     The Term B Advances. Pursuant to the Existing Credit
Agreement, the Term B Lenders, severally, made (ratably according to their Term
B Commitments) a single advance in the aggregate principal amount of
$350,000,000 (a "Term B Advance") to the Borrower on the Initial Closing Date,
of which $347,375,000 is outstanding as of the date of this Agreement. Amounts
of the Term B Advances which have been repaid or prepaid or which hereafter may
be repaid or prepaid may not be reborrowed.

(c)     The Revolving Credit Advances. Each Revolving Credit
Lender severally agrees, on the terms and conditions hereinafter set forth, to
make advances (each a "Revolving Credit Advance") to the Borrower from time to
time on any Business Day during the period from the Effective Date until the
Termination Date in an amount for each such Advance not to exceed such Lender's
Pro Rata Share of the Revolving Credit Availability at such time. Each Revolving
Credit Borrowing shall be in an aggregate amount of $2,500,000 or an integral
multiple of $500,000 in excess thereof (other than a Borrowing the proceeds of
which shall be used solely to repay or prepay in full outstanding Letter of
Credit Advances) and shall consist of Revolving Credit Advances made
simultaneously by the Revolving Credit Lenders ratably according to their
Revolving Credit Commitments. Within the limits of each Revolving Credit
Lender's Revolving Credit Commitment in effect from time to time and subject to
the terms and conditions hereinafter set forth, the Borrower may borrow under
this Section 2.1(c), prepay pursuant to Section 2.6(a) and reborrow under this
Section 2.1(c).

(d)     Letters of Credit. Each Issuing Bank severally agrees, on
the terms and conditions hereinafter set forth, to issue (or cause its Affiliate
that is a commercial bank to issue on its behalf) letters of credit (the
"Letters of Credit") for the account of the Borrower from time to time on any
Business Day during the period from the Effective Date until 60 days before the
Termination Date in an aggregate Available Amount (i) for all Letters of Credit
issued by such Issuing Bank not to exceed at any time the lesser of (x) the
Letter of Credit Facility at such time and (y) such Issuing Bank's Letter of
Credit Commitment at such time and (ii) for each such Letter of Credit not to
exceed the Revolving Credit Availability at such time. No Letter of Credit shall
have an expiration date (including all rights of the Borrower or the beneficiary
to require renewal) later than the earlier of 60 days before the Termination
Date and (A) in the case of a Standby Letter of Credit, one year after the date
of issuance thereof, but may by its terms be renewable annually upon notice (a
"Notice of Renewal") given to the Issuing Bank that issued such Standby Letter
of Credit and the Administrative Agent on or prior to any date for notice of
renewal set forth in such Letter of Credit but in any event at least three
Business Days prior to the date of the proposed renewal of such Standby Letter
of Credit and upon fulfillment of the applicable conditions set forth in Article
III unless such Issuing Bank has notified the Borrower (with a copy to the
Administrative Agent) on or prior to the date for notice of termination set
forth in such Letter of Credit but in any event at least 30 Business Days prior
to the date of

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automatic renewal of its election not to renew such Standby Letter of Credit (a
"Notice of Termination") and (B) in the case of a Trade Letter of Credit, 60
days after the date of issuance thereof; provided that the terms of each Standby
Letter of Credit that is automatically renewable annually shall (x) require the
Issuing Bank that issued such Standby Letter of Credit to give the beneficiary
named in such Standby Letter of Credit notice of any Notice of Termination, (y)
permit such beneficiary, upon receipt of such notice, to draw under such Standby
Letter of Credit prior to the date such Standby Letter of Credit otherwise would
have been automatically renewed and (z) not permit the expiration date (after
giving effect to any renewal) of such Standby Letter of Credit in any event to
be extended to a date later than 60 days before the Termination Date. If either
a Notice of Renewal is not given by the Borrower or a Notice of Termination is
given by the relevant Issuing Bank pursuant to the immediately preceding
sentence, such Standby Letter of Credit shall expire on the date on which it
otherwise would have been automatically renewed; provided, however, that even in
the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in
its discretion, unless instructed to the contrary by the Administrative Agent or
the Borrower, deem that a Notice of Renewal had been timely delivered and in
such case, a Notice of Renewal shall be deemed to have been so delivered for all
purposes under this Agreement. Within the limits of the Letter of Credit
Facility, and subject to the limits referred to above, the Borrower may request
the issuance of Letters of Credit under this Section 2.1(d), repay any Letter of
Credit Advances resulting from drawings thereunder pursuant to Section 2.3(c)
and request the issuance of additional Letters of Credit under this Section
2.1(d).

SECTION 2.2. MAKING THE ADVANCES.

(a)     Except as otherwise provided in Section 2.2(b) or 2.3,
each Borrowing shall be made on notice, given not later than 11:00 A.M. (New
York City time) on the third Business Day prior to the date of the proposed
Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances, or
the first Business Day prior to the date of the proposed Borrowing in the case
of a Borrowing consisting of Base Rate Advances, by the Borrower to the
Administrative Agent, which shall give to each Appropriate Lender prompt notice
thereof by telex or telecopier. Each such notice of a Borrowing (a "Notice of
Borrowing") shall be by telephone, confirmed immediately in writing, or telex or
telecopier, in substantially the form of Exhibit B hereto, specifying therein
the requested (i) date of such Borrowing, (ii) Facility under which such
Borrowing is to be made, (iii) Type of Advances comprising such Borrowing, (iv)
aggregate amount of such Borrowing and (v) in the case of a Borrowing consisting
of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each
Appropriate Lender shall, before 11:00 A.M. (New York City time) on the date of
such Borrowing, make available for the account of its Applicable Lending Office
to the Administrative Agent at the Administrative Agent's Account, in same day
funds, such Lender's ratable portion of such Borrowing in accordance with the
respective Commitments under the applicable Facility of such Lender and the
other Appropriate Lenders. After the Administrative Agent's receipt of such
funds and upon fulfillment of the applicable conditions set forth in Article
III, the Administrative Agent will make such funds available to the Borrower by
crediting the Borrower's Account; provided, however, that, in the case of any
Revolving Credit Borrowing, the Administrative Agent shall first make a portion
of such funds equal to the aggregate principal amount of any Letter of Credit
Advances made by any Issuing Bank, as the case may be, and by any other
Revolving Credit Lender and outstanding on the date of such Revolving Credit
Borrowing, plus interest accrued and unpaid thereon to and as of such date,
available to such Issuing Bank, as the case may be, and such other Revolving
Credit Lenders for repayment of such Letter of Credit Advances.

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(b)     Anything in subsection (a) above to the contrary
notwithstanding, the Borrower may not select Eurodollar Rate Advances (i) for
the Borrowing on the Initial Closing Date, (ii) for any Borrowing if the
aggregate amount of such Borrowing is less than $5,000,000 or (iii) if the
obligation of the Appropriate Lenders to make Eurodollar Rate Advances shall
then be suspended pursuant to Section 2.9 or 2.10. In addition, the Revolving
Credit Advances may not be outstanding as part of more than 12 separate
Borrowings.

(c)     Each Notice of Borrowing shall be irrevocable and binding
on the Borrower. In the case of any Borrowing that the related Notice of
Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower
shall indemnify each Appropriate Lender against any loss, cost or expense
incurred by such Lender as a result of any failure to fulfill on or before the
date specified in such Notice of Borrowing for such Borrowing the applicable
conditions set forth in Article III, including any loss (including loss of
anticipated profits), cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by such Lender to fund the
Advance to be made by such Lender as part of such Borrowing when such Advance,
as a result of such failure, is not made on such date.

(d)     Unless the Administrative Agent shall have received
notice from an Appropriate Lender prior to the date of any Borrowing that such
Lender will not make available to the Administrative Agent such Lender's ratable
portion of such Borrowing, the Administrative Agent may assume that such Lender
has made such portion available to the Administrative Agent on the date of such
Borrowing in accordance with subsection (a) of this Section 2.2 and the
Administrative Agent may, in reliance upon such assumption, make available to
the Borrower on such date a corresponding amount. If and to the extent that such
Lender shall not have so made such ratable portion available to the
Administrative Agent, such Lender and the Borrower severally agree to repay or
pay to the Administrative Agent forthwith on demand such corresponding amount
and to pay interest thereon, for each day from the date such amount is made
available to the Borrower until the date such amount is repaid or paid to the
Administrative Agent, at (i) in the case of the Borrower, the interest rate
applicable at such time under Section 2.7 to Advances comprising such Borrowing
and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender
shall pay to the Administrative Agent such corresponding amount, such amount so
paid shall constitute such Lender's Advance as part of such Borrowing for all
purposes.

(e)     The failure of any Lender to make the Advance to be made
by it as part of any Borrowing shall not relieve any other Lender of its
obligation, if any, hereunder to make its Advance on the date of such Borrowing,
but no Lender shall be responsible for the failure of any other Lender to make
the Advance to be made by such other Lender on the date of any Borrowing.

SECTION 2.3. ISSUANCE OF AND DRAWINGS AND REIMBURSEMENT UNDER
LETTERS OF CREDIT.

(a)     Request for Issuance. Each Letter of Credit shall be
issued upon notice, given not later than 11:00 A.M. (New York City time) on the
fifth Business Day prior to the date of the proposed issuance of such Letter of
Credit, by the Borrower to any Issuing Bank, which shall give to the
Administrative Agent and each Revolving Credit Lender prompt notice thereof by
telex or telecopier. Each such notice of issuance of a Letter of Credit (a
"Notice of Issuance") shall be by telephone, confirmed immediately in writing,
or telex or telecopier, specifying therein the requested (A) date of such
issuance (which shall be a Business Day), (B) Available Amount of such Letter of
Credit, (C) expiration date of such Letter of Credit, (D) name and address of
the beneficiary of such Letter of Credit and (E) form of such Letter of Credit,
and shall be

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accompanied by such application and agreement for letter of credit as such
Issuing Bank may specify to the Borrower for use in connection with such
requested Letter of Credit (a "Letter of Credit Agreement"). If (x) the
requested form of such Letter of Credit is acceptable to such Issuing Bank in
its sole discretion and (y) it has not received notice of objection to such
issuance from Lenders holding at least 50% of the Revolving Credit Commitments,
such Issuing Bank will, upon fulfillment of the applicable conditions set forth
in Article III, make such Letter of Credit available to the Borrower at its
office referred to in Section 8.2 or as otherwise agreed with the Borrower in
connection with such issuance. In the event and to the extent that the
provisions of any Letter of Credit Agreement shall conflict with this Agreement,
the provisions of this Agreement shall govern.

(b)     Letter of Credit Reports. Each Issuing Bank shall furnish
(A) to the Administrative Agent on the first Business Day of each week a written
report summarizing issuance and expiration dates of Letters of Credit issued by
such Issuing Bank during the previous week and drawings during such week under
all Letters of Credit issued by such Issuing Bank, (B) to each Revolving Credit
Lender on the first Business Day of each month a written report summarizing
issuance and expiration dates of Letters of Credit issued by such Issuing Bank
during the preceding month and drawings during such month under all Letters of
Credit issued by such Issuing Bank and (C) to the Administrative Agent and each
Revolving Credit Lender on the first Business Day of each calendar quarter a
written report setting forth the average daily aggregate Available Amount during
the preceding calendar quarter of all Letters of Credit issued by such Issuing
Bank.

(c)     Drawing and Reimbursement. The payment by any Issuing
Bank of a draft drawn under any Letter of Credit shall constitute for all
purposes of this Agreement the making by such Issuing Bank of a Letter of Credit
Advance, which shall be a Base Rate Advance, in the amount of such draft. Upon
written demand by any Issuing Bank with an outstanding Letter of Credit Advance,
with a copy of such demand to the Administrative Agent, each Revolving Credit
Lender shall purchase from such Issuing Bank, and such Issuing Bank shall sell
and assign to each such Revolving Credit Lender, such Lender's Pro Rata Share of
such outstanding Letter of Credit Advance as of the date of such purchase, by
making available for the account of its Applicable Lending Office to the
Administrative Agent for the account of such Issuing Bank, by deposit to the
Administrative Agent's Account, in same day funds, an amount equal to the
portion of the outstanding principal amount of such Letter of Credit Advance to
be purchased by such Lender. Promptly after receipt thereof, the Administrative
Agent shall transfer such funds to such Issuing Bank. The Borrower hereby agrees
to each such sale and assignment. Each Revolving Credit Lender agrees to
purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i)
the Business Day on which demand therefor is made by the Issuing Bank which made
such Advance, provided that notice of such demand is given not later than 11:00
A.M. (New York City time) on such Business Day, or (ii) the first Business Day
next succeeding such demand if notice of such demand is given after such time.
Upon any such assignment by an Issuing Bank to any Revolving Credit Lender of a
portion of a Letter of Credit Advance, such Issuing Bank represents and warrants
to such other Lender that such Issuing Bank is the legal and beneficial owner of
such interest being assigned by it, free and clear of any liens, but makes no
other representation or warranty and assumes no responsibility with respect to
such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to
the extent that any Revolving Credit Lender shall not have so made the amount of
such Letter of Credit Advance available to the Administrative Agent, such
Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on
demand such amount together with interest thereon, for each day from the date of
demand by such Issuing Bank until the date such amount is paid to the
Administrative Agent, at the Federal Funds Rate for its account or the account
of such Issuing

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Bank, as applicable. If such Lender shall pay to the Administrative Agent such
amount for the account of such Issuing Bank on any Business Day, such amount so
paid in respect of principal shall constitute a Letter of Credit Advance made by
such Lender on such Business Day for purposes of this Agreement, and the
outstanding principal amount of the Letter of Credit Advance made by such
Issuing Bank shall be reduced by such amount on such Business Day.

(d)     Failure to Make Letter of Credit Advances. The failure of
any Lender to make the Letter of Credit Advance to be made by it on the date
specified in Section 2.3(c) shall not relieve any other Lender of its obligation
hereunder to make its Letter of Credit Advance on such date, but no Lender shall
be responsible for the failure of any other Lender to make the Letter of Credit
Advance to be made by such other Lender on such date.

SECTION 2.4. REPAYMENT OF ADVANCES.

(a)     Term B Advances. The Borrower shall repay to the
Administrative Agent for the ratable account of the Term B Lenders the aggregate
principal amount of the Term B Advances outstanding on the date of this
Agreement on the following dates in the amounts indicated (which amounts shall
be reduced as a result of the application of prepayments in accordance with the
order of priority set forth in Section 2.6):

Date                   Amount
----                   ------

March 31, 2001                    $875,000
June 30, 2001                     $875,000
September 30, 2001                $875,000
December 31, 2001                 $875,000
March 31, 2002                    $875,000
June 30, 2002                     $875,000
September 30, 2002                $875,000
December 31, 2002                 $875,000
March 31, 2003                    $875,000
June 30, 2003                     $875,000
September 30, 2003                $875,000
December 31, 2003              $42,000,000
March 31, 2004                 $42,000,000
June 30, 2004                  $42,000,000
September 30, 2004             $42,000,000
December 31, 2004              $42,000,000
March 31, 2005                 $42,000,000
June 30, 2005                  $42,000,000
September 30, 2005             $43,750,000

provided, however, that the final principal installment shall be repaid on the
Termination Date and in any event shall be in an amount equal to the aggregate
principal amount of the Term B Advances outstanding on such date.

(b)     Revolving Credit Advances. The Borrower shall repay to
the Administrative Agent for the ratable account of the Revolving Credit Lenders
on the Termination Date the aggregate outstanding principal amount of the
Revolving Credit Advances then outstanding.

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(c)     Letter of Credit Advances.

(i)     The Borrower shall repay to the Administrative
Agent for the account of each Issuing Bank and each other Revolving
Credit Lender that has made a Letter of Credit Advance on the earlier of
demand and the Termination Date the outstanding principal amount of each
Letter of Credit Advance made by each of them.

(ii)    The Obligations of the Borrower under this
Agreement, any Letter of Credit Agreement and any other agreement or
instrument relating to any Letter of Credit shall be unconditional and
irrevocable, and shall be paid strictly in accordance with the terms of
this Agreement, such Letter of Credit Agreement and such other agreement
or instrument under all circumstances, including the following
circumstances (it being understood that any such payment by the Borrower
is without prejudice to, and does not constitute a waiver of, any rights
the Borrower might have or might acquire as a result of the payment by
any Issuing Bank of any draft or the reimbursement by the Borrower
thereof):

(A)     any lack of validity or enforceability of
any Loan Document, any Letter of Credit Agreement, any Letter of
Credit or any other agreement or instrument relating thereto (all
of the foregoing being, collectively, the "L/C Related
Documents");

(B)     any change in the time, manner or place
of payment of, or in any other term of, all or any of the
Obligations of the Borrower in respect of any L/C Related
Document or any other amendment or waiver of or any consent to
departure from all or any of the L/C Related Documents;

(C)     the existence of any claim, set-off,
defense or other right that the Borrower may have at any time
against any beneficiary or any transferee of a Letter of Credit
(or any Persons for whom any such beneficiary or any such
transferee may be acting), any Issuing Bank or any other Person,
whether in connection with the transactions contemplated by the
L/C Related Documents or any unrelated transaction;

(D)     any statement or any other document
presented under a Letter of Credit proving to be forged,
fraudulent, invalid or insufficient in any respect or any
statement therein being untrue or inaccurate in any respect;

(E)     payment by any Issuing Bank under a
Letter of Credit against presentation of a draft or certificate
or other document that does not strictly comply with the terms of
such Letter of Credit;

(F)     any exchange, release or non-perfection
of any Collateral or other collateral, or any release or
amendment or waiver of or consent to departure from the
Guaranties or any other guarantee, for all or any of the
Obligations of the Borrower in respect of the L/C Related
Documents; or

(G)     any other circumstance or happening
whatsoever, whether or not similar to any of the foregoing,
including any other circumstance that might otherwise constitute
a defense available to, or a discharge of, the Borrower or a
guarantor.

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SECTION 2.5. TERMINATION OR REDUCTION OF THE COMMITMENTS.

(a)     Optional. The Borrower may, upon at least three Business
Days' notice to the Administrative Agent, terminate in whole or reduce in part
the unused portion of the Letter of Credit Facility and the Unused Revolving
Credit Commitments; provided, however, that each partial reduction of a Facility
(i) shall be in an aggregate amount of $2,500,000 or an integral multiple of
$500,000 in excess thereof and (ii) shall be made ratably among the Appropriate
Lenders in accordance with their Commitments with respect to such Facility.

(b)     Mandatory.

(i)     Upon each repayment or prepayment of the Term B
Advances, the aggregate Term B Commitments of the Term B Lenders shall
be automatically and permanently reduced, on a pro rata basis, by an
amount equal to the amount by which the aggregate Term B Commitments
immediately prior to such reduction exceed the aggregate unpaid
principal amount of the Term B Advances then outstanding.

(ii)    The Letter of Credit Facility shall be
permanently reduced from time to time on the date of each reduction in
the Revolving Credit Facility by the amount, if any, by which the amount
of the Letter of Credit Facility exceeds the Revolving Credit Facility
after giving effect to such reduction of the Revolving Credit Facility.

SECTION 2.6. PREPAYMENTS.

(a)     Optional. The Borrower may, upon at least three Business
Days' notice to the Administrative Agent stating the proposed date and aggregate
principal amount of the prepayment, and if such notice is given the Borrower
shall, prepay the outstanding aggregate principal amount of the Advances
comprising part of the same Borrowing in whole or ratably in part, together with
accrued interest to the date of such prepayment on the aggregate principal
amount prepaid; provided, however, that (x) each partial prepayment shall be in
an aggregate principal amount of $2,500,000 or an integral multiple of $500,000
in excess thereof and (y) if any prepayment of a Eurodollar Rate Advance is made
on a date other than the last day of an Interest Period for such Advance, the
Borrower shall also pay any amounts owing pursuant to Section 8.4(c).

(b)     Mandatory.

(i)     The Borrower shall, on the 90th day following the
end of each Fiscal Year, prepay an aggregate principal amount of the
Term B Advances comprising part of the same Term B Borrowings equal to
25% of the amount of Excess Cash Flow for such Fiscal Year.

(ii)    The Borrower shall, within 3 Business Days of the
date of receipt (or such later date as may be specified in Section
5.2(e)(ii)) of the Net Cash Proceeds by the Borrower or any of its
Restricted Subsidiaries from (A) the sale, lease, transfer or other
disposition of any assets (other than payments of cash or Cash
Equivalents) of the Borrower or any of its Restricted Subsidiaries
(other than any sale, lease, transfer or other disposition of assets
pursuant to clauses (i) and (iii) through (ix) of Section 5.2(e))
(provided that the Borrower shall only be required, on the 180th day
after the date of receipt of such Net Cash Proceeds, to prepay the
Advances in an amount equal to the amount of such Net Cash Proceeds not
reinvested in like-kind assets or fixed assets (which are used in or are
useful to the business of the Borrower at such time) during such

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180-day period), (B) the incurrence or issuance by the Borrower or any
of its Restricted Subsidiaries of any Debt (except Debt incurred or
issued pursuant to clauses (i) through (iv) and clauses (vi) through
(xii) of Section 5.2(b)), (C) any Extraordinary Receipt received by or
paid to or for the account of the Borrower or any of its Restricted
Subsidiaries and not otherwise included in clause (A) above, prepay an
aggregate principal amount of the Term B Advances comprising part of the
same Term B Borrowings equal to 100% of such Net Cash Proceeds;
provided, however, that if such Net Cash Proceeds arise from the
incurrence or issuance of Subordinated Debt pursuant to Section
5.2(b)(v), only 50% of such Net Cash Proceeds shall be required to be
applied to the Term B Advances in accordance with this clause (b)(ii).

(iii)   The Borrower shall, on each Business Day, prepay
an aggregate principal amount of the Revolving Credit Advances
comprising part of the same Borrowings and the Letter of Credit Advances
equal to the amount by which (A) the sum of the aggregate principal
amount of (x) the Revolving Credit Advances and (y) the Letter of Credit
Advances then outstanding plus the aggregate Available Amount of all
Letters of Credit then outstanding exceeds (B) the lesser of the
Revolving Credit Facility and the Loan Value of Eligible Collateral on
such Business Day.

(iv)    The Borrower shall, on each Business Day, pay to
the Administrative Agent for deposit in the L/C Collateral Account an
amount sufficient to cause the aggregate amount on deposit in such
Account to equal the amount by which the aggregate Available Amount of
all Letters of Credit then outstanding exceeds the Letter of Credit
Facility on such Business Day.

(v)     Prepayments of the Revolving Credit Facility made
pursuant to clause (iii) or (iv) above shall be first applied to prepay
Letter of Credit Advances then outstanding until such Advances are paid
in full and second applied to prepay Revolving Credit Advances then
outstanding comprising part of the same Borrowings until such Advances
are paid in full and third deposited in the L/C Collateral Account to
cash collateralize 100% of the Available Amount of the Letters of Credit
then outstanding. Upon the drawing of any Letter of Credit for which
funds are on deposit in the L/C Collateral Account, such funds shall be
applied to reimburse the relevant Issuing Bank or Revolving Credit
Lenders, as applicable.

(vi)    Anything contained in this Section 2.6(b) to the
contrary notwithstanding, (A) if, following the occurrence of any "Asset
Sale" (as such term is defined in any Indenture, if applicable) by any
Loan Party or any of its Subsidiaries, the Borrower is required to
commit by a particular date (a "Commitment Date") to apply or cause its
Subsidiaries to apply an amount equal to any of the "Net Proceeds" (as
such term is defined in such Indenture, if applicable) thereof in a
particular manner, or to apply by a particular date (an "Application
Date") an amount equal to any such "Net Proceeds" in a particular
manner, in either case in order to excuse the Borrower from being
required to make an "Asset Sale Offer" (as such term is defined in such
Indenture, if applicable) in connection with such "Asset Sale," and the
Borrower shall have failed to so commit or to so apply an amount equal
to such "Net Proceeds" at least 60 days before the applicable Commitment
Date or Application Date, as the case may be, or (B) if the Borrower at
any other time shall have failed to apply or commit or cause to be
applied an amount equal to any such "Net Proceeds," and, within 60 days
thereafter assuming no further application or commitment of an amount
equal to such "Net Proceeds" the Borrower would otherwise be required to
make an "Asset Sale Offer" in respect thereof, then in either such case
the Borrower shall immediately apply or cause to be applied an amount
equal to

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such "Net Proceeds" to the payment of the Advances in the manner set
forth in Section 2.6(b)(ii) in such amounts as shall excuse the Borrower
from making any such "Asset Sale Offer."

(vii)   All prepayments under this subsection (b) shall
be made together with accrued interest to the date of such prepayment on
the principal amount prepaid.

(c)     Application. Each prepayment under the Term B Facility
will be applied to remaining installments of the Term B Advances under Section
2.4(a) on a pro rata basis.

SECTION 2.7. INTEREST.

(a)     Scheduled Interest. The Borrower shall pay interest on
the unpaid principal amount of each Advance owing to each Lender from the date
of such Advance until such principal amount shall be paid in full, at the
following rates per annum:

(i)     Base Rate Advances. During such periods as such
Advance is a Base Rate Advance, a rate per annum equal at all times to
the sum of (A) the Base Rate in effect from time to time plus (B) the
Applicable Margin in effect from time to time, payable in arrears
quarterly on the last day of each March, June, September and December
during such periods and on the date such Base Rate Advance shall be
Converted or paid in full.

(ii)    Eurodollar Rate Advances. During such periods as
such Advance is a Eurodollar Rate Advance, a rate per annum equal at all
times during each Interest Period for such Advance to the sum of (A) the
Eurodollar Rate for such Interest Period for such Advance plus (B) the
Applicable Margin in effect on the first day of such Interest Period,
payable in arrears on the last day of such Interest Period and, if such
Interest Period has a duration of more than three months, on each day
that occurs during such Interest Period every three months from the
first day of such Interest Period and on the date such Eurodollar Rate
Advance shall be Converted or paid in full.

(b)     Default Interest. Upon the occurrence and during the
continuance of an Event of Default, the Administrative Agent may, and upon the
request of the Required Lenders shall, require that the Borrower pay interest on
(i) the unpaid principal amount of each Advance owing to each Lender, payable in
arrears on the dates referred to in clause (a)(i) or (a)(ii) above and on
demand, at a rate per annum equal at all times to 2% per annum above the rate
per annum required to be paid on such Advance pursuant to clause (a)(i) or
(a)(ii) above and (ii) to the fullest extent permitted by law, the amount of any
interest, fee or other amount payable under the Loan Documents that is not paid
when due, from the date such amount shall be due until such amount shall be paid
in full, payable in arrears on the date such amount shall be paid in full and on
demand, at a rate per annum equal at all times to 2% per annum above the rate
per annum required to be paid, in the case of interest, on the Type of Advance
on which such interest has accrued pursuant to clause (a)(i) or (a)(ii) above
and, in all other cases, on Base Rate Advances pursuant to clause (a)(i) above,
provided, however, that, following acceleration of the advances pursuant to
Section 6.1, interest shall accrue and be payable at the rate required by this
Section 2.7(b) whether or not requested by the Administrative Agent or the
Required Lenders.

(c)     Notice of Interest Rate. Promptly after receipt of a
Notice of Borrowing pursuant to Section 2.2(a), a notice of Conversion pursuant
to Section 2.9 or a notice of selection of an Interest Period pursuant to the
terms of the definition of "Interest Period," the Administrative Agent shall
give notice to the Borrower and each Appropriate Lender of the

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applicable Interest Period and the applicable interest rate determined by the
Administrative Agent for purposes of clause (a)(i) or (a)(ii) above.

SECTION 2.8. FEES.

(a)     Commitment Fee. The Borrower shall pay to the
Administrative Agent for the account of the Lenders a commitment fee, from the
Effective Date in the case of each Initial Lender and from the effective date
specified in the Assumption Agreement or in the Assignment and Acceptance
pursuant to which it became a Lender in the case of each other Lender until the
Termination Date, payable in arrears quarterly on the last day of each March,
June, September and December, commencing March 31, 2001, and on the Termination
Date, at the rate of 1/2 of 1% per annum on the actual daily Unused Revolving
Credit Commitment of such Lender; provided, however, that any commitment fee
accrued with respect to any of the Commitments of a Defaulting Lender during the
period prior to the time such Lender became a Defaulting Lender and unpaid at
such time shall not be payable by the Borrower so long as such Lender shall be a
Defaulting Lender except to the extent that such commitment fee shall otherwise
have been due and payable by the Borrower prior to such time; and provided
further that no commitment fee shall accrue on any of the Commitments of a
Defaulting Lender so long as such Lender shall be a Defaulting Lender.

(b)     Letter of Credit Fees, Etc.

(i)     The Borrower shall pay to the Administrative
Agent for the account of each Revolving Credit Lender a commission,
payable in arrears quarterly on the last day of each March, June,
September and December, commencing March 31, 2001, and on the earliest
to occur of the full drawing, expiration, termination or cancellation of
any Letter of Credit and on the Termination Date, on such Lender's Pro
Rata Share of the actual daily aggregate Available Amount during such
quarter of all Letters of Credit outstanding from time to time at the
rate per annum equal to the Applicable Margin then in effect for
Revolving Credit Advances that are Eurodollar Rate Advances (including
default interest, if any).

(ii)    The Borrower shall pay to each Issuing Bank, for
its own account, (A) a fronting fee, payable in arrears quarterly on the
last day of each March, June, September and December, commencing March
31, 2001, and on the Termination Date, on the average daily amount of
its Letter of Credit Commitment during such quarter, from the Effective
Date until the Termination Date, at the rate of 0.25% per annum and an
issuance fee for each Letter of Credit issued by such Issuing Bank in an
amount equal to 0.25% of the Available Amount of such Letter of Credit
on the date of issuance of such Letter of Credit, payable on such date;
provided that, in no event shall such issuance fee be less than $500,
(B) such other commissions, transfer fees and other fees and charges in
connection with the issuance or administration of each Letter of Credit
as the Borrower and such Issuing Bank shall agree.

(iii)   Agents' Fees. The Borrower shall pay to each
Agent for its own account such fees as may from time to time be agreed
between the Borrower and such Agent.

SECTION 2.9. CONVERSION OF ADVANCES.

(a)     Optional. The Borrower may on any Business Day, upon
notice given to the Administrative Agent not later than 11:00 A.M. (New York
City time) on the third Business

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Day prior to the date of the proposed Conversion and subject to the provisions
of Section 2.10, Convert all or any portion of the Advances of one Type
comprising the same Borrowing into Advances of the other Type; provided,
however, that any Conversion of Eurodollar Rate Advances into Base Rate Advances
shall be made only on the last day of an Interest Period for such Eurodollar
Rate Advances, any Conversion of Base Rate Advances into Eurodollar Rate
Advances shall be in an amount not less than the minimum amount specified in
Section 2.2(b), no Conversion of any Advances shall result in more separate
Borrowings than permitted under Section 2.2(b) and each Conversion of Advances
comprising part of the same Borrowing under any Facility shall be made ratably
among the Appropriate Lenders in accordance with their Commitments under such
Facility. Each such notice of Conversion shall, within the restrictions
specified above, specify (i) the date of such Conversion, (ii) the Advances to
be Converted and (iii) if such Conversion is into Eurodollar Rate Advances, the
duration of the initial Interest Period for such Advances. Each notice of
Conversion shall be irrevocable and binding on the Borrower.

(b)     Mandatory.

(i)     On the date on which the aggregate unpaid
principal amount of Eurodollar Rate Advances comprising any Borrowing
shall be reduced, by payment or prepayment or otherwise, to less than
$2,500,000, such Advances shall automatically Convert into Base Rate
Advances.

(ii)    If the Borrower shall fail to select the duration
of any Interest Period for any Eurodollar Rate Advances in accordance
with the provisions contained in the definition of "Interest Period" in
Section 1.1, the Administrative Agent will forthwith so notify the
Borrower and the Appropriate Lenders, whereupon each such Eurodollar
Rate Advance will automatically, on the last day of the then existing
Interest Period therefor, Convert into a Base Rate Advance.

(iii)   Upon the occurrence and during the continuance of
a Default under Section 6.1(a) or 6.1(f) or any Event of Default, (x)
each Eurodollar Rate Advance will automatically, on the last day of the
then existing Interest Period therefor, Convert into a Base Rate Advance
and (y) the obligation of the Lenders to make, or to Convert Advances
into, Eurodollar Rate Advances shall be suspended.

SECTION 2.10. INCREASED COSTS, ETC.

(a)     If, due to either (i) the introduction of or any change
in or in the interpretation of any law or regulation or (ii) the compliance with
any guideline or request from any central bank or other governmental authority
(whether or not having the force of law), there shall be any increase in the
cost to any Lender Party of agreeing to make or of making, funding or
maintaining Eurodollar Rate Advances or of agreeing to issue or of issuing or
maintaining or participating in Letters of Credit or of agreeing to make or of
making or maintaining Letter of Credit Advances (excluding, for purposes of this
Section 2.10, any such increased costs resulting from (x) Taxes or Other Taxes
(as to which Section 2.12 shall govern) and (y) changes in the basis of taxation
of overall net income or overall gross income by the United States or by the
foreign jurisdiction or state under the laws of which such Lender Party is
organized or has its Applicable Lending Office or any political subdivision
thereof), then the Borrower shall from time to time, upon demand by such Lender
Party (with a copy of such demand to the Administrative Agent), pay to the
Administrative Agent for the account of such Lender Party additional amounts
sufficient to compensate such Lender Party for such increased cost. A

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certificate as to the amount of such increased cost, submitted to the Borrower
by such Lender Party, shall be conclusive and binding for all purposes, absent
manifest error.

(b)     If any Lender Party determines that compliance with any
law or regulation or any guideline or request from any central bank or other
governmental authority (whether or not having the force of law) affects or would
affect the amount of capital required or expected to be maintained by such
Lender Party or any corporation controlling such Lender Party and that the
amount of such capital is increased by or based upon the existence of such
Lender Party's commitment to lend or to issue or participate in Letters of
Credit hereunder and other commitments of such type or the issuance or
maintenance of or participation in the Letters of Credit (or similar contingent
obligations), then, upon demand by such Lender Party (with a copy of such demand
to the Administrative Agent), the Borrower shall pay to the Administrative Agent
for the account of such Lender Party, from time to time as specified by such
Lender Party, additional amounts sufficient to compensate such Lender Party in
the light of such circumstances, to the extent that such Lender Party reasonably
determines such increase in capital to be allocable to the existence of such
Lender Party's commitment to lend or to issue or participate in Letters of
Credit hereunder or to the issuance or maintenance of or participation in any
Letters of Credit. A certificate as to such amounts submitted to the Borrower by
such Lender Party shall be conclusive and binding for all purposes, absent
manifest error.

(c)     If, with respect to any Eurodollar Rate Advances under
any Facility, Lenders owed at least 50% of the then aggregate unpaid principal
amount thereof notify the Administrative Agent that the Eurodollar Rate for any
Interest Period for such Advances will not adequately reflect the cost to such
Lenders of making, funding or maintaining their Eurodollar Rate Advances for
such Interest Period, the Administrative Agent shall forthwith so notify the
Borrower and the Appropriate Lenders, whereupon (i) each such Eurodollar Rate
Advance under such Facility will automatically, on the last day of the then
existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the
obligation of the Appropriate Lenders to make, or to Convert Advances into,
Eurodollar Rate Advances shall be suspended until the Administrative Agent shall
notify the Borrower that such Lenders have determined that the circumstances
causing such suspension no longer exist.

(d)     Notwithstanding any other provision of this Agreement, if
the introduction of or any change in or in the interpretation of any law or
regulation shall make it unlawful, or any central bank or other governmental
authority shall assert that it is unlawful, for any Lender or its Eurodollar
Lending Office to perform its obligations hereunder to make Eurodollar Rate
Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder,
then, on notice thereof and demand therefor by such Lender to the Borrower
through the Administrative Agent, (i) each Eurodollar Rate Advance under each
Facility under which such Lender has a Commitment will automatically, upon such
demand, Convert into a Base Rate Advance and (ii) the obligation of the
Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate
Advances shall be suspended until the Administrative Agent shall notify the
Borrower that such Lender has determined that the circumstances causing such
suspension no longer exist.

SECTION 2.11. PAYMENTS AND COMPUTATIONS.

(a)     The Borrower shall make each payment hereunder and under
the Notes, irrespective of any right of counterclaim or set-off (except as
otherwise provided in Section 2.15), not later than 11:00 A.M. (New York City
time) on the day when due in U.S. dollars to the Administrative Agent at the
Administrative Agent's Account in same day funds, with payments being received
by the Administrative Agent after such time being deemed to have been received

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on the next succeeding Business Day. The Administrative Agent will promptly
thereafter cause like funds to be distributed (i) if such payment by the
Borrower is in respect of principal, interest, commitment fees or any other
Obligation then payable hereunder and under the Notes to more than one Lender
Party, to such Lender Parties for the account of their respective Applicable
Lending Offices ratably in accordance with the amounts of such respective
Obligations then payable to such Lender Parties and (ii) if such payment by the
Borrower is in respect of any Obligation then payable hereunder to one Lender
Party, to such Lender Party for the account of its Applicable Lending Office, in
each case to be applied in accordance with the terms of this Agreement. Upon its
acceptance of an Assignment and Acceptance and recording of the information
contained therein in the Register pursuant to Section 8.7(d), from and after the
effective date of such Assignment and Acceptance, the Administrative Agent shall
make all payments hereunder and under the Notes in respect of the interest
assigned thereby to the Lender Party assignee thereunder, and the parties to
such Assignment and Acceptance shall make all appropriate adjustments in such
payments for periods prior to such effective date directly between themselves.

(b)     The Borrower hereby authorizes each Lender Party, if and
to the extent payment owed to such Lender Party is not made when due hereunder
or, in the case of a Lender, under the Note held by such Lender, to charge from
time to time against any or all of the Borrower's accounts with such Lender
Party any amount so due.

(c)     All computations of interest based on the Base Rate shall
be made by the Administrative Agent on the basis of a year of 365 or 366 days,
as the case may be, and all computations of interest based on the Eurodollar
Rate or the Federal Funds Rate and of fees and Letter of Credit commissions
shall be made by the Administrative Agent on the basis of a year of 360 days, in
each case for the actual number of days (including the first day but excluding
the last day) occurring in the period for which such interest, fees or
commissions are payable. Each determination by the Administrative Agent of an
interest rate, fee or commission hereunder shall be conclusive and binding for
all purposes, absent manifest error.

(d)     Whenever any payment hereunder or under the Notes shall
be stated to be due on a day other than a Business Day, such payment shall be
made on the next succeeding Business Day, and such extension of time shall in
such case be included in the computation of payment of interest or commitment
fee or Letter of Credit fee, as the case may be; provided, however, that, if
such extension would cause payment of interest on or principal of Eurodollar
Rate Advances to be made in the next following calendar month, such payment
shall be made on the next preceding Business Day.

(e)     Unless the Administrative Agent shall have received
notice from the Borrower prior to the date on which any payment is due to any
Lender Party hereunder that the Borrower will not make such payment in full, the
Administrative Agent may assume that the Borrower has made such payment in full
to the Administrative Agent on such date and the Administrative Agent may, in
reliance upon such assumption, cause to be distributed to each such Lender Party
on such due date an amount equal to the amount then due such Lender Party. If
and to the extent the Borrower shall not have so made such payment in full to
the Administrative Agent, each such Lender Party shall repay to the
Administrative Agent forthwith on demand such amount distributed to such Lender
Party together with interest thereon, for each day from the date such amount is
distributed to such Lender Party until the date such Lender Party repays such
amount to the Administrative Agent, at the Federal Funds Rate.

(f)     If the Administrative Agent receives funds for
application to the Obligations under the Loan Documents under circumstances for
which the Loan Documents do

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not specify the Advances or the Facility to which, or the manner in which, such
funds are to be applied, the Administrative Agent may, but shall not be
obligated to, elect to distribute such funds to each Lender Party ratably in
accordance with such Lender Party's proportionate share of the principal amount
of all outstanding Advances and the Available Amount of all Letters of Credit
then outstanding, in repayment or prepayment of such of the outstanding Advances
or other Obligations owed to such Lender Party, and for application to such
principal installments, as the Administrative Agent shall direct.

SECTION 2.12. TAXES.

(a)     Except as otherwise provided herein, any and all payments
by the Borrower hereunder or under the Notes shall be made, in accordance with
Section 2.11, free and clear of and without deduction for any and all present or
future taxes, levies, imposts, deductions, charges or withholdings, and all
liabilities with respect thereto, excluding, in the case of each Lender Party
and each Agent, taxes that are imposed on its overall net income by the United
States and taxes that are imposed on its overall net income (and franchise taxes
imposed in lieu thereof) by the state or foreign jurisdiction under the laws of
which such Lender Party or such Agent, as the case may be, is organized or any
political subdivision thereof and, in the case of each Lender Party, taxes that
are imposed on its overall net income (and franchise taxes imposed in lieu
thereof) by the state or foreign jurisdiction of such Lender Party's Applicable
Lending Office or any political subdivision thereof (all such non-excluded
taxes, levies, imposts, deductions, charges, withholdings and liabilities in
respect of payments hereunder or under the Notes being hereinafter referred to
as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from
or in respect of any sum payable hereunder or under any Note to any Lender Party
or any Agent, (i) the sum payable by the Borrower shall be increased as may be
necessary so that after the Borrower and the Administrative Agent have made all
required deductions (including deductions applicable to additional sums payable
under this Section 2.12) such Lender Party or such Agent, as the case may be,
receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Borrower shall make all such deductions and (iii)
the Borrower shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable law.

(b)     In addition, the Borrower shall pay any present or future
stamp, documentary, excise, property or similar taxes, charges or levies that
arise from any payment made hereunder or under the Notes or from the execution,
delivery or registration of, performance under, or otherwise with respect to,
this Agreement or the Notes (hereinafter referred to as "Other Taxes").

(c)     Except as otherwise provided herein, the Borrower shall
indemnify each Lender Party and each Agent for and hold them harmless against
the full amount of Taxes and Other Taxes, and for the full amount of taxes of
any kind imposed by any jurisdiction on amounts payable under this Section 2.12,
imposed on or paid by such Lender Party or such Agent (as the case may be) and
any liability (including penalties, additions to tax, interest and expenses,
except to the extent that such penalties, additions, interest and expenses
accrue as a result of the failure of the relevant Lender Party or Agent to
demand payment from the Borrower within 30 days of it becoming aware of the
circumstances which entitle it to make such demand) arising therefrom or with
respect thereto. This indemnification shall be made within 30 days from the date
such Lender Party or such Agent (as the case may be) makes written demand
therefor.

(d)     Within 30 days after the date of any payment of Taxes,
the Borrower shall furnish to the Administrative Agent, at its address referred
to in Section 8.2, the original or a certified copy of a receipt evidencing such
payment. In the case of any payment hereunder or

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under the Notes by or on behalf of the Borrower through an account or branch
outside the United States or by or on behalf of the Borrower by a payor that is
not a United States person, if the Borrower determines that no Taxes are payable
in respect thereof, the Borrower shall furnish, or shall cause such payor to
furnish, to the Administrative Agent, at such address, an opinion of counsel
acceptable to the Administrative Agent stating that such payment is exempt from
Taxes. For purposes of subsections (d) and (e) of this Section 2.12, the terms
"United States" and "United States person" shall have the meanings specified in
Section 7701 of the Internal Revenue Code.

(e)     Each Lender Party organized under the laws of a
jurisdiction outside the United States shall, on or prior to the date of its
execution and delivery of this Agreement in the case of each Initial Lender or
Initial Issuing Bank, as the case may be, and on the date of the Assignment and
Acceptance pursuant to which it becomes a Lender Party in the case of each other
Lender Party, and from time to time thereafter as requested in writing by the
Borrower (but only so long thereafter as such Lender Party remains lawfully able
to do so), provide each of the Administrative Agent and the Borrower with two
original Internal Revenue Service forms W-8ECI or W-8BEN (and, if such Lender
Party delivers a form W-8BEN, a certificate representing that such Lender Party
is not a "bank" for purposes of Section 881(c) of the Internal Revenue Code, is
not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the
Internal Revenue Code) of the Borrower and is not a controlled foreign
corporation related to the Borrower (within the meaning of Section 864(d)(4) of
the Internal Revenue Code)), as appropriate, or any successor or other form
prescribed by the Internal Revenue Service, certifying that such Lender Party is
exempt from or entitled to a reduced rate of United States withholding tax on
payments pursuant to this Agreement or the Notes or, in the case of a Lender
Party providing a form W-8BEN, certifying that such Lender Party is a foreign
corporation, partnership, estate or trust. If the forms provided by a Lender
Party at the time such Lender Party first becomes a party to this Agreement
indicate a United States interest withholding tax rate in excess of zero,
withholding tax at such rate shall be considered excluded from Taxes unless and
until such Lender Party provides the appropriate forms certifying that a lesser
rate applies, whereupon withholding tax at such lesser rate only shall be
considered excluded from Taxes for periods governed by such forms; provided,
however, that if, at the effective date of the Assignment and Acceptance
pursuant to which a Lender Party becomes a party to this Agreement, the Lender
Party assignor was entitled to payments under subsection (a) of this Section
2.12 in respect of United States withholding tax with respect to interest paid
at such date, then, to such extent, the term Taxes shall include (in addition to
withholding taxes that may be imposed in the future or other amounts otherwise
includable in Taxes) United States withholding tax, if any, applicable with
respect to the Lender Party assignee on such date. If any form or document
referred to in this subsection (e) requires the disclosure of information, other
than information necessary to compute the tax payable and information required
on the Effective Date by Internal Revenue Service form W-8BEN or W-8ECI (or the
related certificate described above), that the Lender Party reasonably considers
to be confidential, the Lender Party shall give notice thereof to the Borrower
and shall not be obligated to include in such form or document such confidential
information.

(f)     For any period with respect to which a Lender Party has
failed to provide the Borrower with the appropriate form described in subsection
(e) above (other than if such failure is due to a change in law occurring after
the date on which a form originally was required to be provided or if such form
otherwise is not required under subsection (e) above), such Lender Party shall
not be entitled to indemnification under subsection (a) or (c) of this Section
2.12 with respect to Taxes imposed by the United States by reason of such
failure; provided, however, that should a Lender Party become subject to Taxes
because of its failure to deliver a form required

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hereunder, the Borrower shall take such steps as such Lender Party shall
reasonably request to assist such Lender Party to recover such Taxes.

(g)     Any Lender Party claiming any additional amounts payable
pursuant to this Section 2.12 agrees to use reasonable efforts (consistent with
its internal policy and legal and regulatory restrictions) to change the
jurisdiction of its Eurodollar Lending Office if the making of such a change
would avoid the need for, or reduce the amount of, any such additional amounts
that may thereafter accrue and would not, in the reasonable judgment of such
Lender Party, be otherwise disadvantageous to such Lender Party.

(h)     The Borrower may replace any Lender Party that has
requested additional amounts from such Borrower under this Section 2.12, by
written notice to such Lender Party and the Administrative Agent and identifying
one or more persons each of which shall be reasonably acceptable to the
Administrative Agent (each, a "Replacement Lender Party," and collectively, the
"Replacement Lender Parties") to replace such Lender Party (the "Replaced Lender
Party"); provided that (i) the notice from such Borrower to the Replaced Lender
Party and the Administrative Agent provided for hereinabove shall specify an
effective date for such replacement (the "Replacement Effective Date"), which
shall be at least five (5) Business Days after such notice is given and (ii) as
of the relevant Replacement Effective Date, each Replacement Lender Party shall
enter into an Assignment and Acceptance with the Replaced Lender Party pursuant
to Section 8.7(a) (but shall not be required to pay the processing fee otherwise
payable to the Administrative Agent pursuant to Section 8.7(a)), pursuant to
which such Replacement Lender Parties collectively shall acquire, in such
proportion among them as they may agree with such Borrower and the
Administrative Agent, all (but not less than all) of the Commitments and
outstanding Advances of the Replaced Lender Party, and, in connection therewith,
shall pay to the Replaced Lender Party, as the purchase price in respect
thereof, an amount equal to the sum as of the Replacement Effective Date,
without duplication, of (x) the unpaid principal amount of, and all accrued but
unpaid interest on, all outstanding Advances of the Replaced Lender Party and
(y) the Replaced Lender Party's ratable share of all accrued but unpaid fees
owing to the Replaced Lender Party hereunder.

SECTION 2.13. SHARING OF PAYMENTS, ETC. If any Lender Party shall
obtain at any time any payment (whether voluntary, involuntary, through the
exercise of any right of set-off, or otherwise, other than as a result of an
assignment pursuant to Section 8.7) (a) on account of Obligations due and
payable to such Lender Party hereunder and under the Notes at such time in
excess of its ratable share (according to the proportion of (i) the amount of
such Obligations due and payable to such Lender Party at such time to (ii) the
aggregate amount of the Obligations due and payable to all Lender Parties
hereunder and under the Notes at such time) of payments on account of the
Obligations due and payable to all Lender Parties hereunder and under the Notes
at such time obtained by all the Lender Parties at such time or (b) on account
of Obligations owing (but not due and payable) to such Lender Party hereunder
and under the Notes at such time in excess of its ratable share (according to
the proportion of (i) the amount of such Obligations owing to such Lender Party
at such time to (ii) the aggregate amount of the Obligations owing (but not due
and payable) to all Lender Parties hereunder and under the Notes at such time)
of payments on account of the Obligations owing (but not due and payable) to all
Lender Parties hereunder and under the Notes at such time obtained by all of the
Lender Parties at such time, such Lender Party shall forthwith purchase from the
other Lender Parties such interests or participating interests in the
Obligations due and payable or owing to them, as the case may be, as shall be
necessary to cause such purchasing Lender Party to share the excess payment
ratably with each of them; provided, however, that if all or any portion of such
excess payment is thereafter recovered from such purchasing Lender Party, such
purchase from each other Lender

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Party shall be rescinded and such other Lender Party shall repay to the
purchasing Lender Party the purchase price to the extent of such Lender Party's
ratable share (according to the proportion of (i) the purchase price paid to
such Lender Party to (ii) the aggregate purchase price paid to all Lender
Parties) of such recovery together with an amount equal to such Lender Party's
ratable share (according to the proportion of (i) the amount of such other
Lender Party's required repayment to (ii) the total amount so recovered from the
purchasing Lender Party) of any interest or other amount paid or payable by the
purchasing Lender Party in respect of the total amount so recovered; provided
further that, so long as the Obligations under the Loan Documents shall not have
been accelerated, any excess payment received by any Appropriate Lender shall be
shared on a pro rata basis only with other Appropriate Lenders. The Borrower
agrees that any Lender Party so purchasing an interest or participating interest
from another Lender Party pursuant to this Section 2.13 may, to the fullest
extent permitted by law, exercise all its rights of payment (including the right
of set-off) with respect to such interest or participating interest as fully as
if such Lender Party were the direct creditor of the Borrower in the amount of
such interest or participating interest.

SECTION 2.14. USE OF PROCEEDS. The Revolving Credit Advances and
the issuances of the Letters of Credit from and after the Effective Date shall
be made available (and the Borrower agrees that it shall use the proceeds
thereof and such Letters of Credit) for general corporate purposes of the
Borrower and its Restricted Subsidiaries to the extent permitted under this
Agreement.

SECTION 2.15 DEFAULTING LENDERS.

(a)     In the event that, at any one time, (i) any Lender Party
shall be a Defaulting Lender, (ii) such Defaulting Lender shall owe a Defaulted
Advance to the Borrower and (iii) the Borrower shall be required to make any
payment hereunder or under any other Loan Document to or for the account of such
Defaulting Lender, then the Borrower may, so long as no Default shall occur or
be continuing at such time and to the fullest extent permitted by applicable
law, set off and otherwise apply the Obligation of the Borrower to make such
payment to or for the account of such Defaulting Lender against the obligation
of such Defaulting Lender to make such Defaulted Advance. In the event that, on
any date, the Borrower shall so set off and otherwise apply its obligation to
make any such payment against the obligation of such Defaulting Lender to make
any such Defaulted Advance on or prior to such date, the amount so set off and
otherwise applied by the Borrower shall constitute for all purposes of this
Agreement and the other Loan Documents an Advance by such Defaulting Lender made
on the date of such setoff under the Facility pursuant to which such Defaulted
Advance was originally required to have been made pursuant to Section 2.1. Such
Advance shall be considered, for all purposes of this Agreement, to comprise
part of the Borrowing in connection with which such Defaulted Advance was
originally required to have been made pursuant to Section 2.1, even if the other
Advances comprising such Borrowing shall be Eurodollar Rate Advances on the date
such Advance is deemed to be made pursuant to this subsection (a). The Borrower
shall notify the Administrative Agent at any time the Borrower exercises its
right of set-off pursuant to this subsection (a) and shall set forth in such
notice (A) the name of the Defaulting Lender and the Defaulted Advance required
to be made by such Defaulting Lender and (B) the amount set off and otherwise
applied in respect of such Defaulted Advance pursuant to this subsection (a).
Any portion of such payment otherwise required to be made by the Borrower to or
for the account of such Defaulting Lender which is paid by the Borrower, after
giving effect to the amount set off and otherwise applied by the Borrower
pursuant to this subsection (a), shall be applied by the Administrative Agent as
specified in subsection (b) or (c) of this Section 2.15.

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(b)     In the event that, at any one time, (i) any Lender Party
shall be a Defaulting Lender, (ii) such Defaulting Lender shall owe a Defaulted
Amount to any Agent or any of the other Lender Parties and (iii) the Borrower
shall make any payment hereunder or under any other Loan Document to the
Administrative Agent for the account of such Defaulting Lender, then the
Administrative Agent may, on its behalf or on behalf of such other Agents or
such other Lender Parties and to the fullest extent permitted by applicable law,
apply at such time the amount so paid by the Borrower to or for the account of
such Defaulting Lender to the payment of each such Defaulted Amount to the
extent required to pay such Defaulted Amount. In the event that the
Administrative Agent shall so apply any such amount to the payment of any such
Defaulted Amount on any date, the amount so applied by the Administrative Agent
shall constitute for all purposes of this Agreement and the other Loan Documents
payment, to such extent, of such Defaulted Amount on such date. Any such amount
so applied by the Administrative Agent shall be retained by the Administrative
Agent or distributed by the Administrative Agent to such other Agents or such
other Lender Parties, ratably in accordance with the respective portions of such
Defaulted Amounts payable at such time to the Administrative Agent, such other
Agents and such other Lender Parties and, if the amount of such payment made by
the Borrower shall at such time be insufficient to pay all Defaulted Amounts
owing at such time to the Administrative Agent, such other Agents and such other
Lender Parties, in the following order of priority:

(i)     first, to the Administrative Agent for any
Defaulted Amounts then owing to the Administrative Agent, ratably in
accordance with such respective Defaulted Amounts then owing to
Administrative Agent;

(ii)    second, to the Issuing Banks for any Defaulted
Amounts then owing to them, in their capacities as such, ratably in
accordance with such respective Defaulted Amounts then owing to such
Issuing Banks; and

(iii)   third, to any other Lender Parties for any
Defaulted Amounts then owing to such other Lender Parties, ratably in
accordance with such respective Defaulted Amounts then owing to such
other Lender Parties.

Any portion of such amount paid by the Borrower for the account of such
Defaulting Lender remaining, after giving effect to the amount applied by the
Administrative Agent pursuant to this subsection (b), shall be applied by the
Administrative Agent as specified in subsection (c) of this Section 2.15.

(c)     In the event that, at any one time, (i) any Lender Party
shall be a Defaulting Lender, (ii) such Defaulting Lender shall not owe a
Defaulted Advance or a Defaulted Amount and (iii) the Borrower, any Agent or any
other Lender Party shall be required to pay or distribute any amount hereunder
or under any other Loan Document to or for the account of such Defaulting
Lender, then the Borrower or such Agent or such other Lender Party shall pay
such amount to the Administrative Agent to be held by the Administrative Agent,
to the fullest extent permitted by applicable law, in escrow or the
Administrative Agent shall, to the fullest extent permitted by applicable law,
hold in escrow such amount otherwise held by it. Any funds held by the
Administrative Agent in escrow under this subsection (c) shall be deposited by
the Administrative Agent in an account with Citibank, in the name and under the
control of the Administrative Agent, but subject to the provisions of this
subsection (c). The terms applicable to such account, including the rate of
interest payable with respect to the credit balance of such account from time to
time, shall be Citibank's standard terms applicable to escrow accounts
maintained with it. Any interest credited to such account from time to time
shall be held by the Administrative Agent in escrow under, and applied by the
Administrative Agent from time to

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time in accordance with the provisions of, this subsection (c). The
Administrative Agent shall, to the fullest extent permitted by applicable law,
apply all funds so held in escrow from time to time to the extent necessary to
make any Advances required to be made by such Defaulting Lender and to pay any
amount payable by such Defaulting Lender hereunder and under the other Loan
Documents to the Administrative Agent or any other Lender Party, as and when
such Advances or amounts are required to be made or paid and, if the amount so
held in escrow shall at any time be insufficient to make and pay all such
Advances and amounts required to be made or paid at such time, in the following
order of priority:

(i)     first, to the Administrative Agent for any
amounts then due and payable by such Defaulting Lender to the
Administrative Agent hereunder, ratably in accordance with such amounts
then due and payable to the Administrative Agent;

(ii)    second, to the Issuing Banks for any amounts then
due and payable to them hereunder, in their capacities as such, by such
Defaulting Lender, ratably in accordance with such amounts then due and
payable to such Issuing Banks;

(iii)   third, to any other Lender Parties for any amount
then due and payable by such Defaulting Lender to such other Lender
Parties hereunder, ratably in accordance with such respective amounts
then due and payable to such other Lender Parties; and

(iv)    fourth, to the Borrower for any Advance then
required to be made by such Defaulting Lender pursuant to a Commitment
of such Defaulting Lender.

In the event that any Lender Party that is a Defaulting Lender shall, at any
time, cease to be a Defaulting Lender, any funds held by the Administrative
Agent in escrow at such time with respect to such Lender Party shall be
distributed by the Administrative Agent to such Lender Party and applied by such
Lender Party to the Obligations owing to such Lender Party at such time under
this Agreement and the other Loan Documents ratably in accordance with the
respective amounts of such Obligations outstanding at such time.

(d)     The rights and remedies against a Defaulting Lender under
this Section 2.15 are in addition to other rights and remedies that the Borrower
may have against such Defaulting Lender with respect to any Defaulted Advance
and that any Agent or any Lender Party may have against such Defaulting Lender
with respect to any Defaulted Amount.

SECTION 2.16. EVIDENCE OF DEBT.

(a)     The Borrower agrees that upon notice by any Lender to the
Borrower (with a copy of such notice to the Administrative Agent) to the effect
that a Note is required or appropriate in order for such Lender to evidence
(whether for purposes of pledge, enforcement or otherwise) the Advances owing
to, or to be made by, such Lender, the Borrower shall promptly execute and
deliver to such Lender a Note payable to the order of such Lender in a principal
amount up to the Commitment of such Lender. Each Lender that does not receive a
Note pursuant to the preceding sentence shall maintain in accordance with its
usual practice an account or accounts evidencing the indebtedness of the
Borrower to such Lender resulting from each Advance owing to such Lender from
time to time, including the amounts of principal and interest payable and paid
to such Lender from time to time hereunder in respect of such Advances.

(b)     The Register maintained by the Administrative Agent
pursuant to Section 8.7(d) shall include a control account and a subsidiary
account for each Lender, in which

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accounts (taken together) shall be recorded (i) the date and amount of each
Borrowing made hereunder, the Type of Advances comprising such Borrowing and, if
appropriate, the Interest Period applicable thereto, (ii) the terms of each
Assignment and Acceptance delivered to and accepted by it, (iii) the amount of
any principal or interest due and payable or to become due and payable from the
Borrower to each Lender hereunder and (iv) the amount of any sum received by the
Administrative Agent from the Borrower hereunder and each Lender's share
thereof.

(c)     Entries made in good faith by the Administrative Agent in
the Register pursuant to subsection (b) above, and by each Lender in its account
or accounts pursuant to subsection (a) above, shall be prima facie evidence of
the amount of principal and interest due and payable or to become due and
payable from the Borrower to, in the case of the Register, each Lender and, in
the case of such account or accounts, such Lender, under this Agreement, absent
manifest error; provided, however, that the failure of the Administrative Agent
or such Lender to make an entry, or any finding that an entry is incorrect, in
the Register or such account or accounts shall not limit or otherwise affect the
obligations of the Borrower under this Agreement.

(d)     Any reference to a Note or Notes made in this Agreement
shall be a reference to a Note or Notes only to the extent such Note or Notes
have been requested and issued pursuant to subsection (a) above.

SECTION 2.17. INCREASE IN THE AGGREGATE COMMITMENTS.

(a)     The Borrower may, at any time prior to the Termination
Date, by notice to the Administrative Agent, request the addition of a new
facility pursuant to an increase in the Commitments (each, a "Commitment
Increase") equal to $50,000,000 (or an integral multiple of $10,000,000 in
excess thereof) to be effective as of a date that is at least 90 days prior to
the scheduled Termination Date then in effect (the "Increase Date") as specified
in the related notice to the Administrative Agent; provided, however, that (i)
in no event shall the aggregate amount of all of the Commitment Increases exceed
$100,000,000, (ii) on the date of any request by the Borrower for a Commitment
Increase and on the related Increase Date, the applicable conditions set forth
in Section 3.2 and in clause (d) of this Section 2.17 shall be satisfied, (iii)
the Borrower will only be able to make one request hereunder, (iv) the final
maturity of the Advances and Commitments under any such new facility shall be no
shorter than the final maturity of the Term B Facility and (v) such new facility
shall contain other terms as may be agreed by the Borrower and the Agents.

(b)     The Administrative Agent shall promptly notify the
Lenders of a request by the Borrower for a Commitment Increase, which notice
shall include (i) the proposed amount of such requested Commitment Increase,
(ii) the proposed Increase Date and (iii) the date by which Lenders wishing to
participate in the Commitment Increase must commit to an increase in the amount
of their respective Commitments (the "Commitment Date"). Each Lender that is
willing to participate in the requested Commitment Increase (each an "Increasing
Lender") shall, in its sole discretion, give written notice to the
Administrative Agent on or prior to the Commitment Date of the amount by which
it is willing to increase its Commitment. If the Lenders notify the
Administrative Agent that they are willing to increase the amount of their
respective Commitments by an aggregate amount that exceeds the amount of the
requested Commitment Increase, the requested Commitment Increase shall be
allocated among the Lenders willing to participate therein in such amounts as
are agreed between the Borrower and the Administrative Agent.

(c)     Promptly following the Commitment Date, the
Administrative Agent shall notify the Borrower as to the amount, if any, by
which the Lenders are willing to participate

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in the requested Commitment Increase. If the aggregate amount by which the
Lenders are willing to participate in the requested Commitment Increase on any
such Commitment Date is less than the requested Commitment Increase, then the
Borrower may extend offers to one or more Eligible Assignees to participate in
any portion of the requested Commitment Increase that has not been committed to
by the Lenders as of the Commitment Date; provided, however, that the Commitment
of each such Eligible Assignee shall be in an amount of $2,500,000 or an
integral multiple of $1,000,000 in excess thereof.

(d)     On the Increase Date, each Eligible Assignee that accepts
an offer to participate in a requested Commitment Increase in accordance with
Section 2.17(c) (each such Eligible Assignee, an "Assuming Lender") shall become
a Lender party to this Agreement as of the Increase Date and the Commitment of
each Increasing Lender for such Commitment Increase shall be so increased by
such amount (or by the amount allocated to such Lender pursuant to the last
sentence of Section 2.17(b)) as of the Increase Date; provided, however, that
the Administrative Agent shall have received on or before the Increase Date the
following, each dated such date:

(i)     (A) certified copies of resolutions of the Board
of Directors of the Borrower approving the Commitment Increase and the
corresponding modifications to this Agreement and (B) an opinion of
counsel for the Borrower (which may be in-house counsel), in a form
reasonably satisfactory to the Administrative Agent;

(ii)    an assumption agreement from each Assuming
Lender, if any, in form and substance satisfactory to the Borrower and
the Administrative Agent (each an "Assumption Agreement"), duly executed
by such Eligible Assignee, the Administrative Agent and the Borrower;
and

(iii)   confirmation from each Increasing Lender of the
increase in the amount of its Commitment in a writing satisfactory to
the Borrower and the Administrative Agent.

On the Increase Date, upon fulfillment of the conditions set forth in the
immediately preceding sentence of this Section 2.17(d), the Administrative Agent
shall notify the Lenders (including each Assuming Lender) and the Borrower, on
or before 1:00 P.M. (New York City time), by telecopier or telex, of the
occurrence of the Commitment Increase to be effected on the Increase Date and
shall record in the Register the relevant information with respect to each
Increasing Lender and each Assuming Lender on such date.

ARTICLE III

CONDITIONS OF LENDING AND
ISSUANCES OF LETTERS OF CREDIT

SECTION 3.1 CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS
AGREEMENT. This Agreement shall become effective on the date (the "Effective
Date") on which all of the following conditions precedent have been first
satisfied:

(a)     The Agents shall have received, in form and substance
satisfactory to the Agents (unless otherwise specified) and in sufficient copies
for each Lender Party:

(i)     This Agreement, duly executed by the Borrower and
the Required Lenders.

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(ii)    The Assignment and Release Agreement, duly
executed by the Existing Administrative Agent, the Existing Collateral
Agent, the Administrative Agent and the Collateral Agent and
acknowledged and agreed to by the Borrower, including executed UCC-3
financing statements, intellectual property assignments and all other
recordings, filings, documents and instruments as may be necessary or
desirable to give effect to assignments set forth therein, together
with:

(A)     all certificates representing the Pledged
Shares, undated stock powers or share transfer forms and all
other instruments, certificates, agreements and documents which
are held by the Existing Collateral Agent in respect of the
Collateral; and

(B)     evidence that all other action that the
Administrative Agent may deem necessary or desirable in order to
perfect (or continue to perfect) and protect the first priority
Liens created under the Security Agreement and the other
Collateral Documents has been taken.

(iii)   The Guaranty and Security Confirmations, duly
executed by each Loan Party.

(iv)    Certified copies of the resolutions of the Board
of Directors of each Loan Party approving the transactions contemplated
by this Agreement and of all documents evidencing other necessary
corporate action and governmental and other third party approvals and
consents, if any, with respect to the Transactions and each Transaction
Document to which it is or is to be a party.

(v)     A copy of a certificate of the Secretary of State
or other appropriate governmental official of the jurisdiction of
incorporation of each Loan Party, dated reasonably near the Effective
Date, certifying, where applicable, that such Loan Party has paid all
franchise taxes to the date of such certificate and such Loan Party is
duly incorporated and in good standing or presently subsisting under the
laws of the jurisdiction of its incorporation.

(vi)    A certificate of each Loan Party, signed on
behalf of such Loan Party by its President or a Vice President and its
Secretary or any Assistant Secretary, dated the Effective Date (the
statements made in which certificate shall be true on and as of the date
of the Effective Date), certifying as to (A) the absence of any
amendments to the charter and bylaws of such Loan Party since the
Initial Closing Date (unless true, complete and up to date copies of any
such amendments are delivered with such certificate), (B) the due
incorporation and good standing or valid existence of such Loan Party as
a corporation organized under the laws of the jurisdiction of its
incorporation, and the absence of any proceeding for the dissolution or
liquidation of such Loan Party, (C) the truth of the representations and
warranties contained in the Loan Documents as though made on and as of
the Effective Date and (D) the absence of any event occurring and
continuing, or resulting from the Transactions, that constitutes a
Default.

(vii)   A certificate of the Secretary or an Assistant
Secretary of each Loan Party certifying the names and true signatures of
the officers of such Loan Party authorized to sign each Transaction
Document to which it is or is to be a party and the other documents to
be delivered hereunder and thereunder.

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(viii)  Certified copies of each of the Related Documents
(other than those delivered in connection with the Existing Credit
Agreement), duly executed by the parties thereto and in form and
substance satisfactory to the Lender Parties, together with all
agreements, instruments and other documents delivered in connection
therewith as the Administrative Agent shall request.

(ix)    Such financial, business and other information
regarding each Loan Party and its Subsidiaries as the Lender Parties
shall have requested.

(x)     Evidence of insurance naming the CUSA, as
successor Collateral Agent, as additional insured and loss payee with
such responsible and reputable insurance companies or associations, and
in such amounts and covering such risks, as is satisfactory to the
Lender Parties, including business interruption insurance.

(xi)    A favorable opinion of (A) Wilson Sonsini
Goodrich & Rosati, counsel for the Loan Parties, in form and substance
satisfactory to the Lender Parties, (B) local counsel in the
jurisdictions and from the law firms listed in Schedule III in form and
substance satisfactory to the Lender Parties and (C) Weil, Gotshal &
Manges LLP, counsel to the Agents, in form and substance satisfactory to
the Agents.

(xii)   The Transaction Documents shall not have been
altered, amended or otherwise changed or supplemented in any material
respect or any condition therein waived without the prior written
consent of the Lender Parties; and the Transactions shall have been
consummated in accordance with the terms of the Transaction Documents
and in compliance with applicable law and regulatory approvals.

(xiii)  Before giving effect to the Transactions, there
shall have occurred no Material Adverse Change since December 31, 2000.

(xiv)   The Borrower shall have paid all accrued fees of
the Agents and the Lender Parties and all accrued expenses of the Agents
(including the accrued fees and expenses of advisors and counsel to the
Agents and local counsel for the Lender Parties).

(xv)    The representations and warranties contained in
each Loan Document are correct on and as of the Effective Date as though
made on and as of such date other than any such representations or
warranties that, by their terms, refer to a specific date other than the
Effective Date, in which case as of such specific date.

(xvi)   On the Effective Date no event has occurred and
is continuing that constitutes a Default.

SECTION 3.2. CONDITIONS PRECEDENT TO EACH BORROWING AND ISSUANCE
AND RENEWAL. The obligation of each Appropriate Lender to make an Advance (other
than a Letter of Credit Advance made by an Issuing Bank or a Revolving Credit
Lender pursuant to Section 2.3(c)) on the occasion of each Borrowing, each
Commitment Increase, and the obligation of each Issuing Bank to issue a Letter
of Credit or renew a Letter of Credit, shall be subject to the further
conditions precedent that on the date of such Borrowing or the applicable
Increase Date or issuance or renewal (a) the following statements shall be true
(and each of the giving of the applicable Notice of Borrowing, request for
Commitment Increase, Notice of Issuance or Notice of Renewal and the acceptance
by the Borrower of the proceeds of such Borrowing or of such Letter of Credit or
the renewal of such Letter of Credit shall constitute a representation and

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warranty by the Borrower that both on the date of such notice and on the date of
such Borrowing, such Increase Date or issuance or renewal such statements are
true):

(i)     the representations and warranties contained in
each Loan Document are correct on and as of such date, before and after
giving effect to such Borrowing, such Increase Date or issuance or
renewal and to the application of the proceeds therefrom, as though made
on and as of such date other than any such representations or warranties
that, by their terms, refer to a specific date other than such
Borrowing, issuance or renewal, in which case as of such specific date;

(ii)    no event has occurred and is continuing, or would
result from such Borrowing, such Increase Date or issuance or renewal or
from the application of the proceeds therefrom, that constitutes a
Default; and

(iii)   for each Revolving Credit Advance or issuance or
renewal of any Letter of Credit, the sum of the Loan Values of the
Eligible Collateral exceeds the aggregate principal amount of the
Revolving Credit Advances plus Letter of Credit Advances to be
outstanding plus the aggregate Available Amount of all Letters of Credit
to be outstanding after giving effect to such Advance or issuance or
renewal, respectively;

and (b) the Administrative Agent shall have received such other approvals,
opinions or documents as any Appropriate Lender through the Administrative Agent
may reasonably request.

SECTION 3.3. DETERMINATIONS UNDER SECTION 3.1. For purposes of
determining compliance with the conditions specified in Section 3.1, each Lender
Party shall be deemed to have consented to, approved or accepted or to be
satisfied with each document or other matter required thereunder to be consented
to or approved by or acceptable or satisfactory to the Lender Parties unless an
officer of the Administrative Agent responsible for the transactions
contemplated by the Loan Documents shall have received notice from such Lender
Party prior to the Effective Date specifying its objection thereto.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

SECTION 4.1. REPRESENTATIONS AND WARRANTIES OF THE BORROWER. The
Borrower represents and warrants as follows:

(a)     Corporate Existence; Corporate Power. Each Loan Party and
each of its Subsidiaries (i) is a corporation duly organized, validly existing
and in good standing under the laws of the jurisdiction of its incorporation,
(ii) is duly qualified and in good standing as a foreign corporation in each
other jurisdiction in which it owns or leases property or in which the conduct
of its business requires it to so qualify or be licensed except where the
failure to so qualify or be licensed could not be reasonably likely to have a
Material Adverse Effect and (iii) has all requisite corporate power and
authority (including all governmental licenses, permits and other approvals) to
own or lease and operate its properties and to carry on its business as now
conducted and as proposed to be conducted. All of the outstanding Equity
Interests in the Borrower have been validly issued and are non-assessable.

(b)     Ownership of Subsidiaries. Set forth on Schedule 4.1(b)
is a complete and accurate list of all Subsidiaries of each Loan Party, showing
as of the Effective Date (as to

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each such Subsidiary) the jurisdiction of its incorporation, the number of
shares of each class of its Equity Interests authorized, and the number
outstanding, on the Effective Date and the percentage of each such class of its
Equity Interests owned (directly or indirectly) by such Loan Party and the
number of shares covered by all outstanding options, warrants, rights of
conversion or purchase and similar rights at the Effective Date. All of the
outstanding Equity Interests in each Loan Party's Subsidiaries have been validly
issued, are fully paid and non-assessable and are owned by such Loan Party or
one or more of its Subsidiaries free and clear of all Liens, except those
created under the Collateral Documents. Each Subsidiary of the Borrower which is
a Restricted Subsidiary is a Subsdiary Guarantor, an Intercompany Guarantor or
both.

(c)     Authorization; No Conflicts. The execution, delivery and
performance by each Loan Party of each Transaction Document to which it is or is
to be a party, and the consummation of the Transactions, are within such Loan
Party's corporate powers, have been duly authorized by all necessary corporate
action, and do not (i) contravene such Loan Party's charter or bylaws, (ii)
violate any law, rule, regulation (including Regulation U and Regulation X of
the Board of Governors of the Federal Reserve System), order, writ, judgment,
injunction, decree, determination or award, (iii) conflict with or result in the
breach of, or constitute a default under, any contract, loan agreement,
indenture, mortgage, deed of trust, lease or other instrument binding on or
affecting any Loan Party, any of its Subsidiaries or any of their properties or
(iv) except for the Liens created under the Loan Documents and Permitted Liens,
result in or require the creation or imposition of any Lien upon or with respect
to any of the properties of any Loan Party or any of its Subsidiaries. No Loan
Party or any of its Subsidiaries is in violation of any such law, rule,
regulation, order, writ, judgment, injunction, decree, determination or award or
in breach of any such contract, loan agreement, indenture, mortgage, deed of
trust, lease or other instrument, the violation or breach of which could be
reasonably likely to have a Material Adverse Effect.

(d)     Governmental and Third-Party Approvals. No authorization
or approval or other action by, and no notice to or filing with, any
governmental authority or regulatory body or any other third party is required
for (i) the due execution, delivery, recordation, filing or performance by any
Loan Party of any Transaction Document to which it is or is to be a party, or
for the consummation of the Transactions, (ii) the grant by any Loan Party of
the Liens granted by it pursuant to the Collateral Documents, (iii) the
perfection or maintenance of the Liens created under the Collateral Documents
(including the first priority nature thereof) or (iv) the exercise by any Agent
or any Lender Party of its rights under the Loan Documents or the remedies in
respect of the Collateral pursuant to the Collateral Documents, except for the
authorizations, approvals, actions, notices and filings listed on Schedule
4.1(d) hereto, all of which have been duly obtained, taken, given or made and
are in full force and effect. All applicable waiting periods in connection with
the Transactions have expired without any action having been taken by any
competent authority restraining, preventing or imposing materially adverse
conditions upon the Transactions or the rights of the Loan Parties or their
Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien
on, any properties now owned or hereafter acquired by any of them. The
Transactions have been consummated in accordance with the Transaction Documents
and applicable law.

(e)     Enforceable Obligations. This Agreement has been, and
each other Transaction Document when delivered hereunder will have been, duly
executed and delivered by each Loan Party party thereto. This Agreement is, and
each other Transaction Document when delivered hereunder will be, the legal,
valid and binding obligation of each Loan Party party thereto, enforceable
against such Loan Party in accordance with its terms.

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(f)     Litigation. There is no action, suit, investigation,
litigation or proceeding affecting any Loan Party or any of its Subsidiaries,
including any Environmental Action, pending or threatened before any court,
governmental agency or arbitrator that (i) would be reasonably likely to have a
Material Adverse Effect or (ii) purports to affect the legality, validity or
enforceability of any Transaction Document or the consummation of the
Transactions.

(g)     Financial Statements. The Consolidated balance sheet of
the Borrower and its Subsidiaries as at December 31, 2000, and the related
Consolidated statement of income and Consolidated statement of cash flows of the
Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an
unqualified opinion of Arthur Andersen, independent public accountants, and the
Consolidated balance sheet of the Borrower and its Subsidiaries as at December
31, 2000, and the related Consolidated statement of income and Consolidated
statement of cash flows of the Borrower and its Subsidiaries for the twelve
months then ended, duly certified by the chief financial officer of the
Borrower, copies of which have been furnished to each Lender Party, fairly
present the Consolidated financial condition of the Borrower and its
Subsidiaries as at such dates and the Consolidated results of operations of the
Borrower and its Subsidiaries for the periods ended on such dates, all in
accordance with generally accepted accounting principles applied on a consistent
basis, and since December 31, 2000, there has been no Material Adverse Change.

(h)     Financial Projections. The Consolidated forecasted
balance sheet, statement of income and statement of cash flows of the Borrower
and its Subsidiaries delivered to the Lender Parties pursuant to Section 5.3
were prepared in good faith on the basis of the assumptions stated therein,
which assumptions were fair in the light of conditions existing at the time of
delivery of such forecasts, and represented, at the time of delivery, the
Borrower's best estimate of its future financial performance.

(i)     Full Disclosure. Neither the Information Memorandum nor
any other information, exhibit or report (including the information memorandum
as defined in the Existing Credit Agreement) furnished by or on behalf of any
Loan Party to any Agent or any Lender Party in connection with the negotiation
of the Loan Documents or pursuant to the terms of the Loan Documents contained
any untrue statement of a material fact or omitted to state a material fact
necessary to make the statements made therein not misleading; provided, however,
that to the extent that any such statement constitutes a projection of future
financial performance, such statement is only represented and warranted hereby
to have been made in good faith on the basis of the assumptions stated therein,
which assumptions were fair in the light of conditions existing at the time of
delivery of the Information Memorandum or other information, exhibit or report,
and represented, at the time of delivery, the Borrower's best estimate of such
future financial performance.

(j)     Margin Regulations. The Borrower is not engaged in the
business of extending credit for the purpose of purchasing or carrying Margin
Stock, and no proceeds of any Advance or drawings under any Letter of Credit
will be used to purchase or carry any Margin Stock or to extend credit to others
for the purpose of purchasing or carrying any Margin Stock.

(k)     Investment Company Act; Public Utility Holding Company
Act. Neither any Loan Party nor any of its Subsidiaries is an "investment
company," or an "affiliated person" of, or "promoter" or "principal underwriter"
for, an "investment company," as such terms are defined in the Investment
Company Act of 1940. Neither any Loan Party nor any of its Subsidiaries is a
"holding company", or a "subsidiary company" of a "holding company", or an
"affiliate" of a "holding company" or of a "subsidiary company" of a "holding
company", as such terms are defined in the Public Utility Holding Company Act of
1935. Neither the making of any

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Advances, nor the issuance of any Letters of Credit, nor the application of the
proceeds or repayment thereof by the Borrower, nor the consummation of the other
Transactions, will violate any provision of any such Act or any rule, regulation
or order of the Securities and Exchange Commission thereunder.

(l)     No Burdensome Restrictions. Neither any Loan Party nor
any of its Subsidiaries is a party to any indenture, loan or credit agreement or
any lease or other agreement or instrument or subject to any charter or
corporate restriction that would reasonably be expected to have a Material
Adverse Effect.

(m)     Collateral Documents. The Collateral Documents create a
valid and perfected first priority security interest in the Collateral subject
only to Permitted Liens, securing the payment of the Secured Obligations, and
all filings and other actions necessary or desirable to perfect and protect such
security interest have been duly taken. The Loan Parties are the legal and
beneficial owners of the Collateral free and clear of any Lien, except for the
liens and security interests created or permitted under the Loan Documents.

(n)     Solvency. Each Loan Party is, individually and together
with its Subsidiaries, Solvent.

(o)     ERISA.

(i)     No ERISA Event has occurred or is reasonably
expected to occur with respect to any Plan.

(ii)    Neither any Loan Party nor any ERISA Affiliate
has incurred or is reasonably expected to incur any Withdrawal Liability
to any Multiemployer Plan.

(iii)   Neither any Loan Party nor any ERISA Affiliate
has been notified by the sponsor of a Multiemployer Plan that such
Multiemployer Plan is in reorganization or has been terminated, within
the meaning of Title IV of ERISA, and no such Multiemployer Plan is
reasonably expected to be in reorganization or to be terminated, within
the meaning of Title IV of ERISA.

(iv)    Schedule B (Actuarial Information) to the most
recent annual report (Form 5500 Series) for each Plan, copies of which
have been filed with the Internal Revenue Service and furnished to the
Lender Parties, is complete and accurate and fairly presents the funding
status of such Plan, and since the date of such Schedule B there has
been no material adverse change in such funding status.

(v)     Set forth on Schedule 4.1(o) is a complete and
accurate list of all Plans, Multiemployer Plans and Welfare Plans.

(p)     Environmental Matters.

(i)     The operations and properties of each Loan Party
and each of its Subsidiaries comply in all material respects with all
applicable Environmental Laws and Environmental Permits, all past
non-compliance with such Environmental Laws and Environmental Permits
has been resolved without ongoing obligations or costs, and no
circumstances exist that could be reasonably likely to (A) form the
basis of an Environmental Action against any Loan Party or any of its
Subsidiaries or any of their properties that could have a Material
Adverse Effect or (B) cause any such property to be

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subject to any restrictions on ownership, occupancy, use or
transferability under any Environmental Law.

(ii)    None of the properties currently or formerly
owned or operated by any Loan Party or any of its Subsidiaries is listed
or proposed for listing on the NPL or on the CERCLIS or any analogous
foreign, state or local list or is adjacent to any such property; there
are no and never have been any underground or aboveground storage tanks
or any surface impoundments, septic tanks, pits, sumps or lagoons in
which Hazardous Materials are being or have been treated, stored or
disposed on any property currently owned or operated by any Loan Party
or any of its Subsidiaries or, to the best of its knowledge, on any
property formerly owned or operated by any Loan Party or any of its
Subsidiaries; there is no asbestos or asbestos-containing material on
any property currently owned or operated by any Loan Party or any of its
Subsidiaries; and Hazardous Materials have not been released, discharged
or disposed of on any property currently or formerly owned or operated
by any Loan Party or any of its Subsidiaries.

(iii)   Neither any Loan Party nor any of its
Subsidiaries is undertaking, and has not completed, either individually
or together with other potentially responsible parties, any
investigation or assessment or remedial or response action relating to
any actual or threatened release, discharge or disposal of Hazardous
Materials at any site, location or operation, either voluntarily or
pursuant to the order of any governmental or regulatory authority or the
requirements of any Environmental Law; and all Hazardous Materials
generated, used, treated, handled or stored at, or transported to or
from, any property currently or formerly owned or operated by any Loan
Party or any of its Subsidiaries have been disposed of in a manner not
reasonably expected to result in material liability to any Loan Party or
any of its Subsidiaries.

(q)     Taxes.

(i)     Each Loan Party and each of its Subsidiaries has
filed, has caused to be filed or has been included in all tax returns
(U.S. Federal, state, local and foreign) required to be filed and has
paid all taxes shown thereon to be due, together with applicable
interest and penalties.

(ii)    Set forth on Part I of Schedule 4.1(q) is a
complete and accurate list, as of the Effective Date, of each taxable
year of each Loan Party and each of its Subsidiaries for which U.S.
Federal income tax returns have been filed and for which the expiration
of the applicable statute of limitations for assessment or collection
has not occurred by reason of extension or otherwise (an "Open Year").

(iii)   The aggregate unpaid amount, as of the Effective
Date, of adjustments to the Federal income tax liability of each Loan
Party and each of its Subsidiaries proposed by the Internal Revenue
Service with respect to Open Years equals $0. No issues have been raised
by the Internal Revenue Service in respect of Open Years that, in the
aggregate, could be reasonably likely to have a Material Adverse Effect.

(iv)    The aggregate unpaid amount, as of the Effective
Date, of adjustments to the state, local and foreign tax liability of
each Loan Party and its Subsidiaries proposed by all state, local and
foreign taxing authorities (other than amounts arising from adjustments
to Federal income tax returns) equals $0. No issues have been raised by
such taxing authorities that, in the aggregate, could be reasonably
likely to have a Material Adverse Effect.

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(v)     No "ownership change" as defined in Section
382(g) of the Internal Revenue Code, and no event that would result in
the application of the "separate return limitation year" or
"consolidated return change of ownership" limitations under the Federal
income tax consolidated return regulations, has occurred with respect to
the Borrower or the Acquired Business since May 1, 1998.

(r)     Labor Matters. Neither the business nor the properties of
any Loan Party or any of its Subsidiaries are affected by any fire, explosion,
accident, strike, lockout or other labor dispute, drought, storm, hail,
earthquake, embargo, act of God or of the public enemy or other casualty
(whether or not covered by insurance) that could be reasonably likely to have a
Material Adverse Effect.

(s)     Existing Debt. Set forth on Schedule 4.1(s) is a complete
and accurate list of all Debt (having a principal amount in excess of $500,000)
of the Borrower and its Subsidiaries outstanding on the Effective Date
("Existing Debt"), showing as of the Effective Date the principal amount
outstanding thereunder, the maturity date thereof and the amortization schedule
therefor.

(t)     Owned Real Property. Set forth on Schedule 4.1(t) is a
complete and accurate list of all real property owned by any Loan Party or any
of its Subsidiaries, showing as of the Effective Date the street address, county
or other relevant jurisdiction, state, record owner and book and estimated fair
value thereof. Each Loan Party or such Subsidiary has good, marketable and
insurable fee simple title to such real property, free and clear of all Liens,
other than Liens created or permitted by the Loan Documents.

(u)     Leased Real Property. Set forth on Schedule 4.1(u) is a
complete and accurate list of all leases of real property under which any Loan
Party or any of its Subsidiaries is the lessee, showing as of the Effective Date
the street address, county or other relevant jurisdiction, state, lessor,
lessee, expiration date and annual rental cost thereof. Each such lease is the
legal, valid and binding obligation of the lessor thereof, enforceable in
accordance with its terms.

(v)     Existing Investments. Set forth on Schedule 4.1(v) is a
complete and accurate list of all Investments held by any Loan Party or any of
its Subsidiaries on the Effective Date, showing as of the Effective Date the
amount, obligor or issuer and maturity, if any, thereof.

(w)     Intellectual Property. Set forth on Schedule 4.1(w) is a
complete and accurate list of all patents, trademarks, trade names, service
marks and copyrights, and all applications therefor and licenses thereof, of
each Loan Party or any of its Subsidiaries, showing as of the Effective Date the
jurisdiction in which registered, the registration number, the date of
registration and the expiration date.

(x)     Material Contracts. Each Material Contract has been duly
authorized, executed and delivered by all parties thereto, has not been amended
or otherwise modified, is in full force and effect and is binding upon and
enforceable against all parties thereto in accordance with its terms, and there
exists no default under any Material Contract by any party thereto that (in each
case) has or would reasonably be expected to have a Material Adverse Effect.

(y)     Existing Liens. Set forth on Schedule 4.1(y) is a
complete and accurate list of all Liens of the Borrower and its Restricted
Subsidiaries outstanding on the Effective Date, showing as of the Effective Date
the property subject to such Lien and the obligations of the Borrower or the
Restricted Subsidiaries secured by such Lien.

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(z)     Use of Proceeds. The proceeds of the Term A Advances and
the Term B Advances were used solely for the purposes set forth in Section 2.14
of the Existing Credit Agreement. The proceeds of the Revolving Credit Advances
and the issuances of the Letters of Credit have been made available (and the
Borrower agrees that it has used and shall use such proceeds and Letters of
Credit) solely for the purposes set forth in Section 2.14 of the Existing Credit
Agreement (with respect to such Advances made and Letters of Credit issued prior
to the Effective Date) and in Section 2.14 (with respect to such Advances made
and Letters of Credit issued on or after the Effective Date).

ARTICLE V

COVENANTS OF THE BORROWER

SECTION 5.1. AFFIRMATIVE COVENANTS. So long as any Advance or any
other Obligation of any Loan Party under any Loan Document shall remain unpaid,
any Letter of Credit shall be outstanding or any Lender Party shall have any
Commitment hereunder, the Borrower will:

(a)     Compliance with Laws, Etc. Comply, and cause each of its
Subsidiaries to comply, in all material respects, with all applicable laws,
rules, regulations and orders, such compliance to include, without limitation,
compliance with ERISA and the Racketeer Influenced and Corrupt Organizations
Chapter of the Organized Crime Control Act of 1970.

(b)     Payment of Taxes, Etc. Pay and discharge, and cause each
of its Subsidiaries to pay and discharge, before the same shall become
delinquent, (i) all taxes and all material assessments and governmental charges
or levies imposed upon it or upon its property and (ii) all lawful claims that,
if unpaid, might by law become a Lien (other than a Permitted Lien which is
referred to in clauses (b), (d), (f) or (i) of the definition of such term in
Section 1.1) upon its property; provided, however, that neither the Borrower nor
any of its Subsidiaries shall be required to pay or discharge any such tax,
assessment, charge or claim that is being contested in good faith and by proper
proceedings and as to which appropriate reserves are being maintained, unless
and until any Lien resulting therefrom attaches to its property and becomes
enforceable against its other creditors.

(c)     Compliance with Environmental Laws. Comply, and cause
each of its Subsidiaries and all lessees and other Persons operating or
occupying its properties to comply, in all material respects, with all
applicable Environmental Laws and Environmental Permits; obtain and renew and
cause each of its Subsidiaries to obtain and renew all Environmental Permits
necessary for its operations and properties; and conduct, and cause each of its
Subsidiaries to conduct, any investigation, study, sampling and testing, and
undertake any cleanup, removal, remedial or other action necessary to remove and
clean up all Hazardous Materials from any of its properties, in accordance with
the requirements of all Environmental Laws, except to the extent that the
failure to do so would not have, or could not reasonably be expected to have, a
Material Adverse Effect; provided, however, that neither the Borrower nor any of
its Subsidiaries shall be required to undertake any such cleanup, removal,
remedial or other action to the extent that its obligation to do so is being
contested in good faith and by proper proceedings and appropriate reserves are
being maintained with respect to such circumstances.

(d)     Maintenance of Insurance. Maintain, and cause each of its
Subsidiaries to maintain, insurance (including business interruption insurance)
with responsible and reputable insurance companies or associations in such
amounts and covering such risks as is usually carried

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by companies engaged in similar businesses and owning similar properties in the
same general areas in which the Borrower or such Subsidiary operates.

(e)     Preservation of Corporate Existence, Etc. Preserve and
maintain, and cause each of its Subsidiaries to preserve and maintain, its
existence, legal structure, legal name, rights (charter and statutory), permits,
licenses, approvals, privileges and franchises; provided, however, that the
Borrower and its Subsidiaries may consummate mergers or consolidations permitted
under Section 5.2(d); and, provided further, that neither the Borrower nor any
of its Subsidiaries shall be required to preserve any right, permit, license,
approval, privilege or franchise if the Board of Directors of the Borrower or
such Subsidiary shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Borrower or such Subsidiary, as
the case may be, and that the loss thereof is not disadvantageous in any
material respect to the Borrower, such Subsidiary or the Lender Parties.

(f)     Visitation Rights. At any reasonable time and from time
to time during regular business hours and with reasonable advance notice, permit
any of the Agents or any of the Lender Parties or any agents or representatives
thereof, to examine and make copies of and abstracts from the records and books
of account of, and visit the properties of, the Borrower and any of its
Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower
and any of its Subsidiaries with any of their officers or directors and with
their independent certified public accountants; provided, however, that any
proprietary information shall only be disclosed with appropriate safeguard
measures as may be mutually agreed to by the Borrower and the Agents.

(g)     Keeping of Books. Keep, and cause each of its
Subsidiaries to keep, proper books of record and account, in which full and
correct entries shall be made of all financial transactions and the assets and
business of the Borrower and each such Subsidiary in accordance with generally
accepted accounting principles in effect from time to time.

(h)     Maintenance of Properties, Etc. Maintain and preserve,
and cause each of its Subsidiaries to maintain and preserve, all of its
properties that are used or useful in the conduct of its business in good
working order and condition, ordinary wear and tear excepted.

(i)     Transactions with Affiliates. Conduct, and cause
each of its Subsidiaries to conduct, all transactions otherwise permitted under
the Loan Documents with any of their Affiliates on terms that are fair and
reasonable and no less favorable to the Borrower or such Subsidiary than it
would obtain in a comparable arm's-length transaction with a Person not an
Affiliate; provided, however, that the following items shall not be transactions
with Affiliates and, therefore, will not be subject to the provisions of the
prior paragraph:

(i)     any employment agreement or arrangement entered
into by the Borrower or any of its Restricted Subsidiaries or any
employee benefit plan available to the employees of the Borrower and its
Subsidiaries generally, in each case in the ordinary course of business
and consistent with the past practice of the Borrower or such Restricted
Subsidiary;

(ii)    transactions between or among the Borrower and/or
its Restricted Subsidiaries;

(iii)   payment of reasonable directors fees to Persons
who are not otherwise Affiliates of the Borrower and indemnity provided
on behalf of officers,

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directors and employees of the Borrower or any of its Restricted
Subsidiaries as determined in good faith by the Board of Directors of
the Borrower;

(iv)    any transaction specifically contemplated by the
Related Documents; and

(v)     any restricted payments that are permitted by
Section 5.2(g) hereof.

(j)     Covenant to Guarantee Obligations and Give Security. Upon
(x) the request of the Collateral Agent following the occurrence and during the
continuance of a Default, (y) the formation or acquisition of any new direct or
indirect Subsidiaries by any Loan Party or (z) the acquisition of any property
(having a Fair Market Value of at least $5,000,000) by any Loan Party (but
excluding any capital stock of Anam which is transferred by the Borrower to a
Wholly-Owned Restricted Subsidiary), and such property, in the reasonable
judgment of the Collateral Agent, shall not already be subject to a perfected
first priority security interest in favor of the Collateral Agent for the
benefit of the Secured Parties, then the Borrower shall, in each case at the
Borrower's expense:

(i)     (A) in connection with the formation or
acquisition of a Domestic Subsidiary (other than an Unrestricted
Subsidiary or a Permitted Joint Venture), within 10 days after such
formation or acquisition, cause each such Subsidiary, and cause each
direct and indirect parent of such Subsidiary (if it has not already
done so), to duly execute and deliver to the Collateral Agent a guaranty
or guaranty supplement, in form and substance satisfactory to the
Collateral Agent, guaranteeing the other Loan Parties' obligations of
the Borrower and the other Subsidiary Guarantors under the Loan
Documents, (B) in connection with the formation or acquisition of a
Foreign Subsidiary (other than an Unrestricted Subsidiary or a Permitted
Joint Venture), within 10 days after such formation or acquisition,
cause each such Subsidiary, and cause each direct and indirect parent of
such Subsidiary (if it is a Foreign Subsidiary and if it has not already
done so), to duly execute and deliver to the Collateral Agent a guaranty
or guaranty supplement, in form and substance satisfactory to the
Collateral Agent, guaranteeing the obligations of AT Korea and the other
Intercompany Guarantors under the Loan Documents,

(ii)    within 10 Business Days after such request,
formation or acquisition, furnish to the Collateral Agent a description
of the real and material personal properties of the Domestic
Subsidiaries and their respective Subsidiaries in detail satisfactory to
the Agent,

(iii)   within 15 Business Days after such request,
formation or acquisition, duly execute and deliver, and cause each such
Domestic Subsidiary and each direct and indirect parent of such
Subsidiary (if it has not already done so) to duly execute and deliver,
to the Collateral Agent a Mortgage or Mortgages (covering real property
with a Fair Market Value in excess of $5,000,000 for any individual real
property or in excess of $10,000,000 in the aggregate for all real
property acquired after the Effective Date), pledges, assignments,
security agreement supplements and other security agreements, as
specified by and in form and substance satisfactory to the Collateral
Agent, securing payment of all the Obligations of the applicable Loan
Party, such Subsidiary or such parent, as the case may be, under the
Loan Documents and constituting Liens on all such properties, and, in
the case of such Mortgages, Mortgage

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Policies, surveys and the other items described in Section 5.1(p) to the
extent applicable to such Mortgages,

(iv)    (A)     in connection with the formation or
acquisition of a Restricted Subsidiary which is owned by the
Borrower or a Subsidiary Guarantor, within 10 days after such
formation or acquisition, pledge and deliver, or cause such
Subsidiary Guarantor to pledge and deliver, certificates
representing (x) all of the Equity Interests in any such
Restricted Subsidiary which is a Domestic Subsidiary or (y) 66%
(or up to 100% to the extent that a pledge of any percentage
equal to or greater than 66 2/3% would not result in adverse tax
consequences to the Borrower) of the Equity Interests in any
Restricted Subsidiary which is a Foreign Subsidiary and is owned
by the Borrower or any Subsidiary Guarantor;

(B)     in connection with the formation or
acquisition of an Unrestricted Subsidiary that is a Domestic
Subsidiary, within 10 days after such formation or acquisition,
pledge and deliver, or cause such Subsidiary Guarantor to pledge
and deliver, certificates representing all of the Equity
Interests in any such Unrestricted Subsidiary; and

(C)     in connection with the formation or
acquisition of any Permitted Joint Venture that is a Domestic
Subsidiary or that is organized under the laws of the United
States or any state thereof , within 10 days after such formation
or acquisition, pledge and deliver certificates representing all
of the Equity Interests of the Borrower or such Subsidiary
Guarantor in such Permitted Joint Venture,

Provided, that in connection with the execution and delivery of any Guaranty or
Collateral Document pursuant to this Section 5.1(j), the Borrower shall ensure
that (within 30 days thereof) a legal opinion in respect thereof is delivered to
the Administrative Agent, issued by counsel, and in form and substance, which
are in each case reasonably satisfactory to the Administrative Agent; and
provided, further, that until such time as the Borrower has performed all its
obligations pursuant to this Section 5.1(j) in respect of any of its
Subsidiaries, such Subsidiary shall not be treated as a "Wholly-Owned Restricted
Subsidiary" for the purposes of Sections 5.2(b), (d), (e) and (f).

(k)     Further Assurances.

(i)     Promptly upon request by any Agent, or any Lender
Party through the Administrative Agent, correct any material defect or
error that may be discovered in any Loan Document or in the execution,
acknowledgment, filing or recordation thereof, and

(ii)    Promptly upon request by any Agent, or any Lender
Party through the Administrative Agent, do, execute, acknowledge,
deliver, record, re-record, file, re-file, register and re-register any
and all such further acts, pledge agreements, Mortgages, assignments,
financing statements and continuations thereof, termination statements,
notices of assignment, transfers, certificates, assurances and other
instruments as any Agent, or any Lender Party through the Administrative
Agent, may reasonably require from time to time in order to (A) carry
out more effectively the purposes of the Loan Documents, (B) to the
fullest extent permitted by applicable law, subject any Loan Party's or
any of its Domestic Subsidiaries' properties, assets, rights or
interests to the

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Liens now or hereafter intended to be covered by any of the Collateral
Documents and to the extent Foreign Subsidiaries shall not suffer
adverse tax consequences, subject any of such Foreign Subsidiaries'
properties, assets, rights or interests to the Liens now or hereafter
intended to be covered by any of the Collateral Documents, (C) maintain
the validity and effectiveness of any Guaranty and to perfect and
maintain the validity, effectiveness and priority of any of the
Collateral Documents and any of the Liens intended to be created
thereunder and (D) assure, convey, grant, assign, transfer, preserve,
protect and confirm more effectively unto the Secured Parties the rights
granted or now or hereafter intended to be granted to the Secured
Parties under any Loan Document or under any other instrument executed
in connection with any Loan Document to which any Loan Party or any of
its Subsidiaries is or is to be a party.

(l)     Performance of Related Documents. Perform and observe all
of the terms and provisions of each Related Document to be performed or observed
by it, maintain each such Related Document in full force and effect, enforce
such Related Document in accordance with its terms and, upon request of the
Administrative Agent, make to each other party to each such Related Document
such demands and requests for information and reports or for action as the
Borrower or any of its Subsidiaries is entitled to make under such Related
Document.

(m)     Preparation of Environmental Reports. At the reasonable
request of the Collateral Agent from time to time, provide to the Lender Parties
within 90 days after such request, at the expense of the Borrower, an
environmental site assessment report for any of its or its Subsidiaries'
properties described in such request, prepared by an environmental consulting
firm acceptable to the Collateral Agent, indicating the presence or absence of
Hazardous Materials and the estimated cost of any compliance, removal or
remedial action in connection with any Hazardous Materials on such properties;
without limiting the generality of the foregoing, if the Collateral Agent
determines at any time that a material risk exists that any such report will not
be provided within the time referred to above, the Collateral Agent may retain
an environmental consulting firm to prepare such report at the expense of the
Borrower, and the Borrower hereby grants and agrees to cause any Subsidiary that
owns any property described in such request to grant at the time of such
request, to the Agents, the Lender Parties, such firm and any agents or
representatives thereof an irrevocable non-exclusive license, subject to the
rights of tenants, to enter onto their respective properties to undertake such
an assessment.

(n)     Compliance with Terms of Leaseholds. Make all payments
and otherwise perform all obligations in respect of all leases of real property
to which the Borrower or any of its Subsidiaries is a party except, in any case,
where the failure to do so, either individually or in the aggregate, would not
have, or could not reasonably be expected to have, a Material Adverse Effect.

(o)     Performance of Material Contracts. Perform and observe
all the terms and provisions of each Material Contract to be performed or
observed by it, not voluntarily terminate any Material Contract, enforce each
Material Contract in accordance with its terms and cause each of its
Subsidiaries to do so except, in any case, where the failure to do so, either
individually or in the aggregate, would not have, or could not reasonably be
expected to have, a Material Adverse Effect.

(p)     Conditions Subsequent.

(i)     Deliver to the Administrative Agent as soon as
possible and in any event no later than May 31, 2001, in form and
substance satisfactory to the Lenders

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(to the extent not previously delivered): A Mortgage covering the
Borrower's Arizona facility duly executed by the Borrower, together
with:

(A)     evidence that counterparts of such
Mortgage have been duly recorded in all filing or recording
offices that the Administrative Agent may deem necessary or
desirable in order to create a valid first and subsisting Lien on
the property described therein in favor of the Collateral Agent
for the benefit of the Secured Parties and that all filing and
recording taxes and fees have been paid,

(B)     a fully paid American Land Title
Association Lender's Extended Coverage title insurance policy
(the "Mortgage Policy") in form and substance, with endorsements
and in amount acceptable to the Administrative Agent, issued,
coinsured and reinsured by title insurers acceptable to the
Administrative Agent, insuring such Mortgage to be a valid first
and subsisting Lien on the property described therein, free and
clear of all defects (including mechanics' and materialmen's
Liens) and encumbrances, excepting only Permitted Encumbrances,
and providing for such other affirmative insurance (including
endorsements for future advances under the Loan Documents and for
mechanics' and materialmen's Liens) and such coinsurance and
direct access reinsurance as the Administrative Agent may
reasonably deem necessary or desirable,

(C)     an American Land Title Association form
survey certified to the Administrative Agent and the issuer of
the Mortgage Policy in a manner reasonably satisfactory to the
Administrative Agent by a land surveyor duly registered and
licensed in the States in which the property described in such
survey is located and reasonably acceptable to the Administrative
Agent, showing all buildings and other improvements, (to the
extent necessary for the use or enjoyment to the property) any
off-site improvements, the location of any easements, parking
spaces, rights of way, building set-back lines and other
dimensional regulations and the absence of encroachments, either
by such improvements or on to such property, and other defects,
other than encroachments and other defects reasonably acceptable
to the Administrative Agent,

(D)     the Assignments of Leases and Rents
referred to in such Mortgage, duly executed by the appropriate
Loan Party,

(E)     such consents and agreements of lessors
and other third parties, and such estoppel letters and other
confirmations, as the Administrative Agent may reasonably deem
necessary or desirable,

(F)     evidence of the insurance required by the
terms of such Mortgage, and

(G)     evidence that all other action that the
Administrative Agent may reasonably deem necessary or desirable
in order to create a valid first and subsisting Lien on the
property described in such Mortgage has been taken.

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(q)     Ledger. The Borrower shall maintain or cause to be
maintained at its address specified in Section 8.2 hereof a ledger or ledgers as
evidence of Debt permitted pursuant to clauses (ii), (iii) and (iv) of Section
5.2(b).

(r)     Permitted Joint Ventures, Permitted Acquisitions and
Mergers. Upon the establishment of any Permitted Joint Venture, or upon the
consummation of any Permitted Acquisition or Merger, notify the Administrative
Agent of such transaction, and thereafter provide the Administrative Agent with
such information as the Administrative Agent may reasonably request with respect
thereto, including any memorandum of understanding and joint venture agreement
and any acquisition or merger agreement prepared in connection therewith and any
documents or instruments relating to or evidencing the incurrence or assumption
of Debt by such Permitted Joint Venture or any Subsidiary (including any Person
which becomes a Subsidiary) of the Borrower in connection with such transaction
(to the extent that such Debt is subject to the provisions of Section 5.2(b)).

SECTION 5.2. NEGATIVE COVENANTS. So long as any Advance or any
other Obligation of any Loan Party under any Loan Document shall remain unpaid,
any Letter of Credit shall be outstanding or any Lender Party shall have any
Commitment hereunder, the Borrower will not, at any time:

(a)     Liens, Etc. Create, incur, assume or suffer to exist, or
permit any of its Restricted Subsidiaries to create, incur, assume or suffer to
exist, any Lien on or with respect to any of its properties (whether real,
personal, mixed or intangible (including accounts)) whether now owned or
hereafter acquired, or sign or file or suffer to exist, or permit any of its
Restricted Subsidiaries to sign or file or suffer to exist, under the Uniform
Commercial Code of any jurisdiction, a financing statement (which evidences the
existence of a Lien) that names the Borrower or any of its Subsidiaries as
debtor, or sign or suffer to exist, or permit any of its Restricted Subsidiaries
to sign or suffer to exist, any security agreement authorizing any secured party
thereunder to file such financing statement, or (to the extent that the
following would have a commercial effect which is substantially equivalent to a
Lien) assign, or permit any of its Restricted Subsidiaries to assign, any
accounts or other right to receive income, except:

(i)     Liens created under the Loan Documents;

(ii)    Permitted Liens;

(iii)   Liens existing on the Effective Date and
described on Schedule 4.1(y) hereto;

(iv)    Liens upon or in real property or equipment
acquired or held by the Borrower or any of its Restricted Subsidiaries
to secure the purchase price of such property or equipment or to secure
Debt incurred solely for the purpose of financing the acquisition,
construction or improvement of any such property or equipment to be
subject to such Liens, or Liens existing on any such property or
equipment at the time of acquisition (other than any such Liens created
in contemplation of such acquisition that do not secure the purchase
price), or extensions of maturity, renewals or replacements of any of
the foregoing; provided, however, that no such Lien shall extend to or
cover any property other than the property or equipment being acquired,
constructed or improved, and no such extension, renewal or replacement
shall extend to or cover any property not theretofore subject to the
Lien being extended, renewed or replaced; and provided further that the
aggregate principal amount of the Debt secured by Liens permitted by
this

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clause (iv) shall not exceed the amount permitted under Section
5.2(b)(x) at any time outstanding;

(v)     Liens arising in connection with Capitalized
Leases permitted under Section 5.2(b)(x); provided that no such Lien
shall extend to or cover any Collateral or assets other than the assets
subject to such Capitalized Leases; and

(vi)    the replacement, extension or renewal of any Lien
permitted by clause (iii) above upon or in the same property theretofore
subject thereto or the replacement, extension or renewal (without
increase in the amount or change in any direct or contingent obligor) of
the Debt secured thereby.

(b)     Debt. Create, incur, assume or suffer to exist, or permit
any of its Restricted Subsidiaries to create, incur, assume or suffer to exist,
any Debt, except:

(i)     Debt under the Loan Documents and Existing Debt;

(ii)    intercompany Debt of the Borrower owed to a
Restricted Subsidiary; provided that, (x) in the case of such Debt owed
to a Foreign Subsidiary, such Debt shall be subordinated to the
Obligations of the Borrower under the Loan Documents on terms reasonably
satisfactory to the Administrative Agent and (y) in the case of all such
Debt, the outstanding amount of such Debt shall at all times be
documented by the Borrower in accordance with Section 5.1(q);

(iii)   in the case of any Domestic Subsidiary that is a
Wholly-Owned Restricted Subsidiary, intercompany Debt owed to the
Borrower or to another Domestic Subsidiary that is a Wholly-Owned
Restricted Subsidiary; provided that, in each case, the outstanding
amount of such Debt shall at all times be documented by the Borrower in
accordance with Section 5.1(q);

(iv)    in the case of any Foreign Subsidiary that is a
Wholly-Owned Restricted Subsidiary, intercompany Debt owed to the
Borrower or to another Foreign Subsidiary that is a Wholly-Owned
Restricted Subsidiary; provided that, in the case of such intercompany
Debt owed to the Borrower, such Debt (A) shall constitute Pledged Debt
and (B) shall be evidenced by promissory notes in form and substance
reasonably satisfactory to the Administrative Agent (the outstanding
amount of which shall at all times be documented by the Borrower in
accordance with Section 5.1(q));

(v)     additional Subordinated Debt of the Borrower;
provided that (x) upon issuance of such Subordinated Debt the Borrower
shall be in compliance (on a Pro Forma Basis) with the financial
covenants set forth in Section 5.4, (y) 50% of the Net Cash Proceeds of
the issuance thereof shall be applied to the Term B Advances to the
extent required by Section 2.6(b)(ii) and (z) such Debt shall meet the
requirements of Section 5.2(b)(vi) as if such Debt were refinancing
existing Subordinated Debt;

(vi)    any Debt extending the maturity of, or refunding
or refinancing, in whole or in part, any Debt (other than intercompany
Debt) permitted under clauses (i) or (v) of this Section 5.2(b) or this
clause (vi); provided that the terms of any such extending, refunding or
refinancing Debt, and of any agreement entered into and of any
instrument issued in connection therewith, are otherwise permitted by
the Loan Documents; provided further that the principal amount of such
Debt shall not be increased above the principal amount thereof
outstanding immediately prior to such

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extension, refunding or refinancing, and the direct and contingent
obligors therefor shall not be changed, as a result of or in connection
with such extension, refunding or refinancing, provided still further
that the terms relating to principal amount, amortization, maturity and
subordination (if any), and other material terms taken as a whole, of
any such extending, refunding or refinancing Debt, and of any agreement
entered into and of any instrument issued in connection therewith, are
no less favorable in any material respect to the Loan Parties or the
Lender Parties than the terms of any agreement or instrument governing
the Debt being extended, refunded or refinanced (or in the case of a
refinancing of the Obligations of the Loan Parties under the Loan
Documents, the terms governing the Senior Notes (2001)) and the interest
rate applicable to any such extending, refunding or refinancing Debt
does not exceed the then applicable market interest rate;

(vii)   Debt of the Borrower in respect of Hedge
Agreements incurred in the ordinary course of business and consistent
with prudent business practice with an aggregate Agreement Value not to
exceed $400,000,000 at any time outstanding; provided that the aggregate
Agreement Value of Debt in respect of clause (ii) of the definition of
Hedge Agreements shall not exceed $100,000,000 at any time outstanding;

(viii)  Debt arising from the endorsement of negotiable
instruments for deposit or collection or similar transactions in the
ordinary course of business;

(ix)    Contingent Obligations (including letters of
credit) of the Borrower or any Restricted Subsidiary incurred (or
issued) after the Effective Date in respect of the obligations of any
Non Wholly-Owned Affiliate; provided that after giving effect to the
incurrence of such Contingent Obligation (or issuance of such letter of
credit), (A) the Affiliate Restricted Investment Amount shall not exceed
the Maximum Restricted Investment Amount and (B) at the time of such
incurrence or issuance, no Default shall have occurred and be continuing
or would result therefrom;

(x)     Debt secured by Liens permitted by Section
5.2(a)(iv) and Capitalized Leases not to exceed an aggregate principal
amount of $150,000,000 at any time outstanding for all Debt permitted
under this clause (b)(x);

(xi)    other Debt; provided that the aggregate principal
amount of such other Debt outstanding at any time does not exceed a
principal amount of $50,000,000;

(xii)   Debt of Restricted Subsidiaries that are not
Wholly-Owned Restricted Subsidiaries constituting Investments permitted
under Section 5.2(f)(vii); and

(xiii)  Debt of any Person existing at the time such
Person is merged with or into Borrower or such Restricted Subsidiary, to
the extent permitted as a merger under Section 5.2(d) and an Investment
under Section 5.2(f), provided that (x) such Debt is not incurred in
connection with or in contemplation of such merger and (y) in assuming
such Debt the Borrower shall be in compliance (on a Pro Forma Basis)
with the financial covenants set forth in Section 5.4.

(c)     Change in Nature of Business. Enter or permit any of its
Subsidiaries or Permitted Joint Ventures to enter into any line of business
other than the line of business presently conducted by the Borrower and its
Restricted Subsidiaries and/or lines of business reasonably related or
supplementary thereto or reasonable extensions thereof, as determined by the
board of directors of the Borrower from time to time.

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(d)     Mergers, Etc. Merge into or consolidate with any Person
or permit any Person to merge into it, or permit - any of its Restricted
Subsidiaries to do so, except that:

(i)     any Restricted Subsidiary of the Borrower may
merge into or consolidate with any other Restricted Subsidiary of the
Borrower, provided that, in the case of any such merger or
consolidation, the Person formed by such merger or consolidation shall
be a Wholly-Owned Restricted Subsidiary; provided further that, in the
case of any such merger or consolidation to which a Subsidiary Guarantor
or an Intercompany Guarantor, as the case may be, is a party, the Person
formed by such merger or consolidation shall be a Subsidiary Guarantor
or an Intercompany Guarantor, as the case may be;

(ii)    any Restricted Subsidiary of the Borrower may
merge into or consolidate with any other Person or permit any other
Person to merge into or consolidate with it; provided that either (A)
such Restricted Subsidiary shall be a special purpose holding company
(with no operating or other material assets, other than cash Investments
made pursuant to clause (vi), (vii) or (x) of Section 5.2(f))
established for the purpose of such merger or consolidation or (B) the
Person surviving such merger, (x) if a Domestic Subsidiary, shall be a
Wholly-Owned Restricted Subsidiary and (y), if a Foreign Subsidiary,
shall be a Restricted Subsidiary, at least 90% of the Equity Interest in
which are owned directly or indirectly by the Borrower; provided further
that, in the case of any such merger or consolidation to which a
Subsidiary Guarantor or an Intercompany Guarantor, as the case may be,
is a party, the Person formed by such merger or consolidation shall be a
Subsidiary Guarantor or an Intercompany Guarantor, as the case may be;
and

(iii)   any Restricted Subsidiary may merge into another
Person in connection with the disposition of all its assets to the
extent permitted under Section 5.2(e);

provided, however, that in each case, immediately before and after giving effect
thereto, no event shall occur and be continuing that constitutes a Default and,
in the case of any such merger to which the Borrower is a party, the Borrower is
the surviving corporation.

(e)     Sales, Etc., of Assets. Sell, lease, transfer or
otherwise dispose of, or permit any of its Restricted Subsidiaries to sell,
lease, transfer or otherwise dispose of, any assets (other than payments of cash
or Cash Equivalents), or grant any option or other right to purchase (to the
extent the exercise of such option or right to purchase would result in a
transaction not otherwise permitted under this Section 5.2(e)), lease or
otherwise acquire any assets (each of the foregoing being a "Disposition"),
except:

(i)     Dispositions (other than by way of lease) of
Inventory in the ordinary course of its business;

(ii)    Dispositions of (x) the Anam Shares at (unless
any such Disposition is made pursuant to clauses (viii) or (ix) of this
Section 5.2(e)) Fair Market Value and (y) other assets for cash and for
a Fair Market Value in an aggregate amount not to exceed (in respect of
this clause (y) only) $25,000,000 in any Fiscal Year (provided, that in
determining such amount in respect of any lease, such amount shall be
the Fair Market Value of the assets subject to such lease);

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(iii)   Dispositions of surplus, damaged, worn or
obsolete fixed assets in the ordinary course of business;

(iv)    the making of Investments and Dispositions to the
extent constituting Investments permitted by Section 5.2(f), provided
that this clause (iv) shall not be construed so as to permit
Dispositions of such Investments;

(v)     sales or discounts without recourse of accounts
receivables arising in the ordinary course of business in connection
with the collection or compromise thereof;

(vi)    sales of licenses or sublicenses by the Borrower
or such Restricted Subsidiary of its patents, copyrights, trademarks,
trade names and service marks in the ordinary course of business and
which do not materially interfere with the business of the Borrower or
any Restricted Subsidiary;

(vii)   Dispositions of any interest in property through
the granting of a Lien permitted under Section 5.2(a);

(viii)  Dispositions of assets (A) among the Borrower and
any of the Domestic Subsidiaries that are Wholly-Owned Restricted
Subsidiaries, (B) among any of the Foreign Subsidiaries that are
Wholly-Owned Restricted Subsidiaries and (C) from a Foreign Subsidiary
that is not a Wholly-Owned Restricted Subsidiary to a Foreign Subsidiary
that is a Wholly-Owned Restricted Subsidiary; provided that any such
sale or disposition, in the case of this clause (C) only, is made on
terms no less favorable to the applicable Wholly-Owned Restricted
Subsidiary than would be provided for in an arm's length transaction;
and

(ix)    Dispositions of assets to Non Wholly-Owned
Affiliates made after the Effective Date; provided that, after giving
effect to such sale or disposition, (A) the Affiliate Restricted
Investment Amount does not exceed the Maximum Restricted Investment
Amount and (B) at the time of such sale or disposition, no Default shall
have occurred and be continuing or would result therefrom.

(f)     Investments in Other Persons. Make or hold, or permit any
of its Restricted Subsidiaries to make or hold, any Investment in any Person,
except:

(i)     Investments by the Borrower and its Restricted
Subsidiaries in their Subsidiaries outstanding on the Effective Date;

(ii)    loans and advances to employees in the ordinary
course of the business of the Borrower and its Restricted Subsidiaries
as presently conducted (x) solely for the purpose of enabling such
employees to exercise stock options in respect of Equity Interests of
the Borrower which have been granted to them by the Borrower in the
ordinary course of business (as aforesaid) or (y) for any other purpose
in an aggregate principal amount (in the case of this clause (y) only)
not to exceed $15,000,000 at any time outstanding;

(iii)   Investments by the Borrower and its Restricted
Subsidiaries in Cash Equivalents;

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(iv)    Investments existing on the Effective Date and
described on Schedule 4.1(w);

(v)     Investments by the Borrower in Hedge Agreements
permitted under Section 5.2(b)(vii);

(vi)    Investments consisting (A) of intercompany Debt
permitted under clauses (ii), (iii) and (iv) of Section 5.2(b) (B)
Dispositions of assets permitted under clause (viii) of Section 5.2(e)
or (C) capital contributions or other Investments made by the Borrower
or any of its Restricted Subsidiaries in any Wholly-Owned Restricted
Subsidiary, the proceeds of which, in each case, are used for working
capital purposes and for Capital Expenditures;

(vii)   Investments made after the Effective Date (x) in
any Permitted Acquisition made for consideration in cash or in
contribution of assets (to the extent permitted by Section 5.2(e));
provided, that the sum of (1) the outstanding Affiliate Restricted
Investment Amount plus (2) the aggregate cash consideration and the Fair
Market Value of all assets contributed for all such Permitted
Acquisitions made pursuant to this clause (x) on or after the Effective
Date shall not at any time exceed the sum of the Maximum Restricted
Investment Amount plus $75,000,000, or (y) in Non Wholly-Owned
Affiliates; provided, that (A) after giving effect to any such
Investment pursuant to this clause (y), the Affiliate Restricted
Investment Amount shall not exceed the Maximum Restricted Investment
Amount, (B) at the time such Investment is made, no Default shall have
occurred and be continuing or would result therefrom and (C) to the
extent that such Investment constitutes Debt of a Non Wholly-Owned
Affiliate owing to a Domestic Loan Party, such Debt shall constitute
Pledged Debt and be evidenced by promissory notes in form and substance
satisfactory to the Administrative Agent (the outstanding amount of
which shall at all times be documented by the Borrower in accordance
with Section 5.1(q));

(viii)  Investments received (A) in satisfaction of
judgments and (B) as payment on a claim made in connection with any
bankruptcy, liquidation, receivership or other insolvent proceeding;

(ix)    Investments in (A) negotiable instruments held
for collection within the ordinary course of business, (B) accounts
receivable arising in the ordinary course of business (and Investments
obtained in exchange or settlement of accounts receivable for which the
Borrower or such Subsidiary has determined collection is not likely) and
(C) operating leases, deposits, utility and workers' compensation,
performance and other similar deposits arising in the ordinary course of
business;

(x)     Investments made (in addition to those permitted
under clause (b)(vii) above) from (A) the Net Cash Proceeds received
from the issuance of, or in exchange for, Equity Interests in the
Borrower or (B) up to 50% of Net Cash Proceeds of the incurrence or
issuance of Subordinated Debt pursuant to Section 5.2(b)(v) used (in
respect of this clause (B) only) in making Permitted Acquisitions;
provided that (if any such Investment is made pursuant to this clause
(x)) any such Net Cash Proceeds are in each case used within 120 days
after the receipt thereof to make such Investments;

(xi)    Investments received by the Borrower or such
Restricted Subsidiary in connection with the bankruptcy or
reorganization of customers and

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suppliers and in settlement of delinquent obligations of, and other
disputes with, customers and suppliers arising in the ordinary course of
business;

(xii)   Investments consisting of the transfer of the
semi-conductor wafer fabrication assets and associated exchange of
shares made as part of a Fab Transaction; and

(xiii)  other Investments; provided that the aggregate
amount thereof shall at no time exceed $5,000,000.

(g)     Restricted Payments. Declare or pay any dividends,
purchase, redeem, retire, defease or otherwise acquire for value any of its
Equity Interests now or hereafter outstanding, return any capital to its
stockholders, partners or members (or the equivalent Persons thereof) as such,
make any distribution of assets, Equity Interests, obligations or securities to
its stockholders, partners or members (or the equivalent Persons thereof) as
such or permit (x) any of its Restricted Subsidiaries to do any of the
foregoing, (y) any of its Restricted Subsidiaries to issue or sell any of their
Equity Interests to any Person other than to the Borrower or a Restricted
Subsidiary, or (z) any of its Subsidiaries to purchase, redeem, retire, defease
or otherwise acquire for value any Equity Interests in the Borrower, except
that, so long as no Default shall have occurred and be continuing at the time of
any action described below or would result therefrom:

(i)     the Borrower may (A) declare and pay dividends
and distributions payable only in capital stock of the Borrower and (B)
purchase, redeem, retire, defease or otherwise acquire shares of its
capital stock with the proceeds received contemporaneously from, or in
exchange for, the issue of new shares of its capital stock with equal or
inferior voting powers, designations, preferences and rights;

(ii)    any Restricted Subsidiary of the Borrower may
(A) declare and pay cash dividends to the Borrower and (B) declare and
pay dividends to any Restricted Subsidiary of which it is a Subsidiary;

(iii)   the Borrower may effect any repurchase,
redemption or other acquisition or retirement for value of any Equity
Interests of the Borrower or any Restricted Subsidiary held by any
employee of the Borrower or any Restricted Subsidiary pursuant to any
employee equity subscription agreement, stock ownership plan or stock
option agreement in effect from time to time in the event of the death
or termination of such Employee; provided that the aggregate price paid
for all such repurchased, redeemed, acquired or retired Equity Interests
shall not exceed $1,000,000 in any twelve-month period and $5,000,000 in
the aggregate;

(iv)    the Borrower may make that portion of
Investments permitted under Section 5.02(f) the payment for which
consists of exclusively of Equity Interests of the Borrower;

(v)     the Borrower may make other cash payments not
otherwise permitted under this Section 5.2(g) in an aggregate amount not
to exceed $10,000,000; and

(vi)    the repurchase of Equity Interests of the
Borrower deemed to occur (excluding any payment in cash) upon the
exercise of stock options if such Equity Interests represent a portion
of the exercise price thereof.

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(h)     Amendments of Constitutive Documents. Amend, or permit
any of its Restricted Subsidiaries to amend, its certificate of incorporation or
bylaws or other constitutive documents except for any amendment that could not
be reasonably expected to materially and adversely affect the rights or
interests of the Lender Parties; provided that any such amendment shall be
delivered to the Administrative Agent at least 3 Business Days before the date
such Amendment is to become effective.

(i)     Accounting Changes. Make or permit, or permit any of its
Restricted Subsidiaries to make or permit, any change in (i) accounting policies
or reporting practices, except as permitted by generally accepted accounting
principles or (ii) its Fiscal Year.

(j)     Prepayments, Etc., of Debt. Prepay, redeem, purchase,
defease or otherwise satisfy prior to the scheduled maturity thereof in any
manner, or make any payment in violation of any subordination terms of (A) the
AT Korea Bonds, if as a result thereof the outstanding aggregate principal
amount of the AT Korea Bonds would be less than the aggregate Commitments, or
(B) any other Funded Debt (other than intercompany Debt), except (i) the
prepayment of the Advances in accordance with the terms of this Agreement and
(ii) regularly scheduled payments or required repayments or redemptions of
Existing Debt and other Debt permitted under Section 5.2(b); provided that the
Borrower may honor any holders request to convert any Convertible Subordinated
Notes (1998) or Convertible Subordinated Notes (2000) in accordance with their
respective terms (and make any payment in connection therewith representing the
value of any fractional share); and provided further, that the Borrower may make
any payment, on or with respect to, or in connection with, the legal defeasance,
redemption, repurchase or repayment of Debt of the Borrower or any Restricted
Subsidiary permitted under Section 5.2(b) with the Net Cash Proceeds from the
incurrence of Debt permitted under clauses (v), (vi) and (xi) of Section 5.2(b).
Notwithstanding anything herein to the contrary, the Borrower and its Restricted
Subsidiaries shall be permitted to repay intercompany Debt incurred pursuant to
clauses (ii), (iii) and (iv) of Section 5.2, or which constitutes Existing Debt,
from time to time at the discretion of the Borrower; provided that at no time
shall the outstanding aggregate principal amount of (x) all the AT Korea Bonds
be less than the aggregate Commitments or (y) any AT Korea Bond be reduced to
zero.

(k)     Amendment, Etc., of Related Documents. Except to the
extent permitted by paragraph (j) above or by Section 5.2(b)(vi), or in
accordance with Section 8.1 in respect of the Loan Documents, cancel or
terminate any Related Document or consent to or accept any cancellation or
termination thereof, amend, modify or change in any manner any term or condition
of any Related Document or give any consent, waiver or approval thereunder,
waive any default under or any breach of any term or condition of any Related
Document, agree in any manner to any other amendment, modification or change of
any term or condition of any Related Document or take any other action in
connection with any Related Document that in each case would impair the value of
the interest or rights of any Loan Party thereunder or that would impair the
rights or interests of any Agent or any Lender Party, or permit any of its
Restricted Subsidiaries to do any of the foregoing.

(l)     Negative Pledge. Enter into or suffer to exist, or
permit any of its Restricted Subsidiaries to enter into or suffer to exist, any
agreement (i) requiring the creation of Liens which are pari passu with, or in
priority to, the Liens created by the Collateral Documents or (ii) prohibiting
or conditioning the creation or assumption of any Lien upon any of its property
or assets in favor of any Secured Party, except (x) in favor of the Secured
Parties or (y) in connection with (A) any Existing Debt or Debt permitted under
clauses (v) and (vi) of Section 5.2(b), (B) any purchase money Debt permitted by
Section 5.2(b)(x) solely to the extent that the agreement or instrument
governing such Debt prohibits a Lien on the property acquired with the 

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proceeds of such Debt, (C) any Capitalized Lease permitted by Section 5.2(b)(x)
solely to the extent that such Capitalized Lease prohibits a Lien on the
property subject thereto, or (D) (in respect of clause (ii) only) any other
agreement that expressly permits the creation or assumption of Liens as security
for the Obligations.

(m)     Partnerships, Etc. Become a general partner in any
general or limited partnership or joint venture, or permit any of its Restricted
Subsidiaries to do so, except in connection with any Investment by a Restricted
Subsidiary permitted by clauses (vii), (x) or (xii) of Section 5.2(f); provided
that such Restricted Subsidiary's sole asset consists of such interest in such
partnership or joint venture.

(n)     Speculative Transactions. Engage, or permit any of its
Restricted Subsidiaries to engage, in any transaction involving commodity
options or futures contracts or any similar speculative transactions for
speculative purposes.

(o)     Capital Expenditures. Make, or permit any of its
Restricted Subsidiaries to make, any Capital Expenditures that would cause the
aggregate of all such Capital Expenditures made by the Borrower and its
Restricted Subsidiaries in any Fiscal Year to exceed the higher of (i) 60% of
EBITDA for such Fiscal Year (determined on a Pro Forma Basis) and (ii) the
amount set forth below for such period;

------------------------------------------------------
FISCAL YEAR ENDING               AMOUNT
------------------------------------------------------

December 31, 2000                    $  550,000,000
------------------------------------------------------
December 31, 2001                    $  500,000,000
------------------------------------------------------
December 31, 2002                    $  625,000,000
------------------------------------------------------
December 31, 2003                    $  725,000,000
------------------------------------------------------
December 31, 2004                    $  950,000,000
------------------------------------------------------
December 31, 2005                    $1,025,000,000
------------------------------------------------------

provided, however, that the unused portion of Capital Expenditures permitted in
any Fiscal Year and not used in such period may be carried over and added to the
amount otherwise permitted in the immediately succeeding Fiscal Year, provided
further, that the aggregate amount of Capital Expenditures in such immediately
succeeding Fiscal Year after such carry-over shall not exceed 125% of the amount
of Capital Expenditures permitted for such Fiscal Year (prior to any
carry-over).

(p)     Formation of Subsidiaries. Organize, or permit any
Restricted Subsidiary to organize, any new Subsidiary after the Effective Date
or invest, or permit any Restricted Subsidiary to invest, in any such newly
organized Subsidiary, except as permitted (or except, in the case of organizing
a Subsidiary, pursuant to an Investment which is permitted) under Section
5.2(f)(vi), (vii) or (x) and except for the entities listed on Schedule 5.2(p);
provided, however, that (i) neither any Unrestricted Subsidiary nor any
Permitted Joint Venture shall be permitted to organize, or invest in, any
Restricted Subsidiary, (ii) no Subsidiary organized after the Effective Date
shall be permitted to be a Restricted Subsidiary unless, (x) in the case of a
Domestic Subsidiary, it is a Wholly-Owned Subsidiary and (y) in the case of a
Foreign Subsidiary, 90% or more of the Equity Interests in such Foreign
Subsidiary are owned directly or indirectly by the Borrower and (iii) after
giving effect to the organization, or the investment in, any such new
Subsidiary, no Default shall have occurred and be continuing.

(q)     Payment Restrictions Affecting Subsidiaries. Except as
required by applicable law, directly or indirectly, enter into or suffer to
exist, or permit any of its Restricted 

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Subsidiaries to enter into or suffer to exist, any agreement or arrangement
limiting the ability of any of its Restricted Subsidiaries to declare or pay
dividends or other distributions in respect of its Equity Interests or repay or
prepay any Debt owed to, make loans or advances to, or otherwise transfer assets
to or invest in, the Borrower or any Subsidiary of the Borrower (whether through
a covenant restricting dividends, loans, asset transfers or investments, a
financial covenant or otherwise), except (i) the Loan Documents, (ii) any
agreement or instrument evidencing Existing Debt or Debt permitted under clauses
(v) and (vi) of Section 5.2(b), (iii) any agreement or instrument evidencing
purchase money Debt permitted by Section 5.2(b)(x) solely to the extent that the
agreement or instrument governing such Debt prohibits the transfer of the
property acquired with the proceeds of such Debt, (iv) any Capitalized Lease
permitted by Section 5.2(b)(x) solely to the extent that such Capitalized Lease
prohibits the transfer of the property subject thereto, (v) any agreement for
the sale of assets on arm's length terms permitted by Section 5.2(e) solely to
the extent that such agreement prohibits the transfer of the assets subject
thereto and (vi) customary anti-assignment provisions contained in leases,
licenses and other contracts permitted under this Agreement which are entered
into on arm's length terms in the ordinary course of business, and consistent
with the past practice, of the Borrower and its Restricted Subsidiaries.

(r)     Amendment, Etc., of Material Contracts. Cancel or
terminate any Material Contract or consent to or accept any cancellation or
termination thereof, amend or otherwise modify any Material Contract or give any
consent, waiver or approval thereunder, waive any default under or breach of any
Material Contract, agree in any manner to any other amendment, modification or
change of any term or condition of any Material Contract or take any other
action in connection with any Material Contract that would impair the value of
the interest or rights of any Loan Party thereunder or that would impair the
interest or rights of any Agent or any Lender Party, or permit any of its
Subsidiaries to do any of the foregoing except, in each of the foregoing cases
where to do so would not have a Material Adverse Effect.

SECTION 5.3. REPORTING REQUIREMENTS. So long as any Advance or
any other Obligation of any Loan Party under any Loan Document shall remain
unpaid, any Letter of Credit shall be outstanding or any Lender Party shall have
any Commitment hereunder, the Borrower will furnish to the Agents and the Lender
Parties:

(a)     Default Notices. As soon as possible and in any event
within five Business Days after an officer of the Borrower becomes aware of the
occurrence of a Default or any event, development or occurrence reasonably
likely to have a Material Adverse Effect continuing on the date of such
statement, a statement of the chief financial officer of the Borrower setting
forth details of such Default and the action that the Borrower has taken and
proposes to take with respect thereto.

(b)     Annual Financials. As soon as available and in any event
within 90 days after the end of each Fiscal Year, a copy of the annual audit
report for such year for the Borrower and its Subsidiaries, including therein
Consolidated balance sheets of the Borrower and its Subsidiaries as of the end
of such Fiscal Year and Consolidated statements of income and a Consolidated
statement of cash flows of the Borrower and its Subsidiaries for such Fiscal
Year, in each case accompanied by an opinion acceptable to the Required Lenders
of PricewaterhouseCoopers or other independent public accountants of recognized
standing acceptable to the Required Lenders, together with (i) a certificate of
such accounting firm to the Lender Parties, stating that in the course of the
regular audit of the consolidated financial statements of the Borrower and its
Subsidiaries, which audit was conducted by such accounting firm in accordance
with generally accepted auditing standards, such accounting firm has obtained no
knowledge that a Default has occurred and is continuing, or if, in the opinion
of such 

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accounting firm, a Default has occurred and is continuing, a statement as to the
nature thereof, (ii) unaudited consolidating balance sheets of the Borrower and
its Subsidiaries as of the end of such Fiscal Year and unaudited consolidating
statements of income of the Borrower and its Subsidiaries for such Fiscal Year,
together with a certificate duly signed by the Chief Financial Officer of the
Borrower stating that such balance sheets and statements (A) were prepared by
the Borrower in accordance with generally accepted accounting principals and (B)
to the best of the Chief Financial Officer's knowledge, accurate in all material
respects, (iii) a schedule in form satisfactory to the Administrative Agent of
the computations used by the Borrower in determining, as of the end of such
Fiscal Year, compliance with the covenants contained in Section 5.4, and a
letter from such accountants confirming their agreement with the procedures used
by the Borrower in such computations and verifying the mathematical accuracy of
such computations, provided that in the event of any change in GAAP used in the
preparation of such financial statements, the Borrower shall also provide, if
necessary for the determination of compliance with Section 5.4, a statement of
reconciliation conforming such financial statements to GAAP and provided further
that the Borrower shall also provide, to the extent necessary, a balance sheet,
statement of income and statement of cash flows that will exclude the
Unrestricted Subsidiaries and Permitted Joint Ventures that existed during such
reporting period and (iv) a certificate of the chief financial officer of the
Borrower stating that no Default has occurred and is continuing or, if a Default
has occurred and is continuing, a statement as to the nature thereof and the
action that the Borrower has taken and proposes to take with respect thereto.

(c)     Quarterly Financials. As soon as available and in any
event within 45 days after the end of each of the first three quarters of each
Fiscal Year, an unaudited Consolidated balance sheet of the Borrower and its
Subsidiaries as of the end of such quarter and an unaudited Consolidated
statement of income and an unaudited Consolidated statement of cash flows of the
Borrower and its Subsidiaries for the period commencing at the end of the
previous fiscal quarter and ending with the end of such fiscal quarter and an
unaudited Consolidated statement of income and an unaudited Consolidated
statement of cash flows of the Borrower and its Subsidiaries for the period
commencing at the end of the previous Fiscal Year and ending with the end of
such quarter, setting forth in each case in comparative form the corresponding
figures for the corresponding period of the preceding Fiscal Year, all in
reasonable detail and duly certified (subject to year-end audit adjustments) by
the chief financial officer of the Borrower as having been prepared in
accordance with GAAP, together with (i) a certificate of said officer stating
that no Default has occurred and is continuing or, if a Default has occurred and
is continuing, a statement as to the nature thereof and the action that the
Borrower has taken and proposes to take with respect thereto and (ii) a schedule
in form satisfactory to the Administrative Agent of the computations used by the
Borrower in determining compliance with the covenants contained in Section 5.4,
provided that in the event of any change in GAAP used in the preparation of such
financial statements, the Borrower shall also provide, if necessary for the
determination of compliance with Section 5.4, a statement of reconciliation
conforming such financial statements to GAAP and provided further that the
Borrower shall also provide, to the extent necessary, a balance sheet, statement
of income and statement of cash flows that will exclude the Unrestricted
Subsidiaries and Permitted Joint Ventures that existed during such reporting
period.

(d)     Annual Business Plan and Forecasts. As soon as available
and in any event no later than 15 days before the end of each Fiscal Year, a
business plan and forecasts prepared by management of the Borrower of balance
sheets, income statements and cash flow statements on a monthly basis for the
Fiscal Year following such Fiscal Year and on an annual basis for each Fiscal
Year thereafter until the Termination Date.

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79

(e)     Litigation. Promptly after the commencement thereof,
notice of all actions, suits, investigations, litigation and proceedings before
any court or governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, affecting any Loan Party or any of its
Subsidiaries of the type described in Section 4.1(f).

(f)     Securities Reports. Promptly after the sending or filing
thereof, copies of the Borrower's Reports on Form 10-K and Form 10-Q.

(g)     Creditor Reports. Promptly after the furnishing thereof,
copies of any material statement or report furnished to any holder of Debt
securities of any Loan Party or of any of its Subsidiaries pursuant to the terms
of any indenture, loan or credit or similar agreement and not otherwise required
to be furnished to the Lender Parties pursuant to any other clause of this
Section 5.3.

(h)     Agreement Notices. Promptly upon receipt thereof, copies
of all notices, requests and other documents received by any Loan Party or any
of its Subsidiaries under or pursuant to any Related Document or Material
Contract or instrument, indenture, loan or credit or similar agreement and, from
time to time upon request by the Administrative Agent, such information and
reports regarding the Related Documents, the Material Contracts and such
instruments, indentures and loan and credit and similar agreements as the
Administrative Agent may reasonably request. Upon request of the Administrative
Agent, request of each other party to each Material Contract such information
and reports as the Borrower or any of its Subsidiaries is entitled to make under
such Material Contract and (subject to complying with applicable confidentiality
restrictions) provide copies thereof to the Administrative Agent.

(i)     ERISA.

(i)     ERISA Events and ERISA Reports. (A) Promptly and
in any event within 10 days after any Loan Party or any ERISA Affiliate
knows or has reason to know that any ERISA Event has occurred, a
statement of the chief financial officer of the Borrower describing such
ERISA Event and the action, if any, that such Loan Party or such ERISA
Affiliate has taken and proposes to take with respect thereto and (B) on
the date any records, documents or other information must be furnished
to the PBGC with respect to any Plan pursuant to Section 4010 of ERISA,
a copy of such records, documents and information.

(ii)    Plan Terminations. Promptly and in any event
within two Business Days after receipt thereof by any Loan Party or any
ERISA Affiliate, copies of each notice from the PBGC stating its
intention to terminate any Plan or to have a trustee appointed to
administer any Plan.

(iii)   Multiemployer Plan Notices. Promptly and in any
event within five Business Days after receipt thereof by any Loan Party
or any ERISA Affiliate from the sponsor of a Multiemployer Plan, copies
of each notice concerning (A) the imposition of Withdrawal Liability by
any such Multiemployer Plan, (B) the reorganization or termination,
within the meaning of Title IV of ERISA, of any such Multiemployer Plan
or (C) the amount of liability incurred, or that may be incurred, by
such Loan Party or any ERISA Affiliate in connection with any event
described in clause (A) or (B).

(iv)    Plan Annual Reports. Promptly and in any event
within 30 days after the filing thereof with the Internal Revenue
Service, copies of each Schedule B (Actuarial Information) to the annual
report (Form 5500 Series) with respect to each Plan.

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(j)     Environmental Conditions. Promptly after the assertion
or occurrence thereof, notice of any Environmental Action against or of any
noncompliance by any Loan Party or any of its Subsidiaries with any
Environmental Law or Environmental Permit that could (i) reasonably be expected
to have a Material Adverse Effect or (ii) cause any property described in the
Mortgages to be subject to any restrictions on ownership, occupancy, use or
transferability under any Environmental Law.

(k)     Real Property. Promptly following its acquisition by the
Borrower or its Subsidiaries, details of any real property in respect of which a
Mortgage may be required pursuant to Section 5.1(j).

(l)     Insurance. As soon as available and in any event within
30 days after the end of each Fiscal Year, a report summarizing the insurance
coverage (specifying type, amount and carrier) in effect for the Borrower and
its Subsidiaries and containing such additional information as any Agent, or any
Lender Party through the Administrative Agent, may reasonably specify.

(m)     Borrowing Base Certificate. Within ten Business Days
after the end of each quarter, a Borrowing Base Certificate, as at the end of
the previous quarter, certified by the chief financial officer of the Borrower.

(n)     Fab Certificate. At least 15 Business Days prior to the
occurrence of the Fab Transaction, the Borrower shall deliver reasonably
complete information in sufficient detail to permit the Lender Parties to
evaluate the Fab Transaction together with a certificate from the chief
financial officer (or equivalent officer) of the Borrower as to the satisfaction
of clause (iv) of the definition of the Fab Transaction.

(o)     Other Information. Such other information respecting the
business, condition (financial or otherwise), operations, performance,
properties or prospects of any Loan Party or any of its Subsidiaries as any
Agent, or any Lender Party through the Administrative Agent, may from time to
time reasonably request, including information relating to the Borrower's
hedging policy; provided, however, that any proprietary information shall only
be disclosed with appropriate safeguard measures as may be mutually agreed to by
the Borrower and the Agents.

SECTION 5.4. FINANCIAL COVENANTS. So long as any Advance or any
other Obligation of any Loan Party under any Loan Document shall remain unpaid,
any Letter of Credit shall be outstanding or any Lender Party shall have any
Commitment hereunder, the Borrower will:

(a)     Fixed Charge Coverage Ratio. Maintain (i) at all times,
a Fixed Charge Coverage Ratio of not less than 1.10:1 and (ii) as at the last
day of each Measurement Period, a Revolving Credit Availability of not less than
$50,000,000.

(b)     Leverage Ratio. Maintain at all times a Leverage Ratio
of not more than the amount set forth below for each period set forth below:

-----------------------------------------------------
QUARTER ENDING                 RATIO
-----------------------------------------------------

March 31, 2001                          3.25:1
-----------------------------------------------------
June 30, 2001                           3.25:1
-----------------------------------------------------
September 30, 2001                      3.25:1
-----------------------------------------------------

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-----------------------------------------------------
QUARTER ENDING                 RATIO
-----------------------------------------------------

December 31, 2001                       3.25:1
-----------------------------------------------------
March 31, 2002                          3.00:1
-----------------------------------------------------
June 30, 2002                           3.00:1
-----------------------------------------------------
September 30, 2002                      2.75:1
-----------------------------------------------------
December 31, 2002                       2.50:1
-----------------------------------------------------
March 31, 2003                          2.25:1
-----------------------------------------------------
June 30, 2003                           2.25:1
-----------------------------------------------------
September 30, 2003                      2.25:1
-----------------------------------------------------
December 31, 2003                       2.25:1
-----------------------------------------------------
March 31, 2004                          2.00:1
-----------------------------------------------------
June 30, 2004                           2.00:1
-----------------------------------------------------
September 30, 2004                      2.00:1
-----------------------------------------------------
December 31, 2004                       2.00:1
-----------------------------------------------------
March 31, 2005                          2.00:1
-----------------------------------------------------
June 30, 2005                           2.00:1
-----------------------------------------------------
September 30, 2005                      2.00:1
-----------------------------------------------------

(c)     Interest Coverage Ratio. Maintain at all times an
Interest Coverage Ratio of not less than the amount set forth below for each
period set forth below:

-----------------------------------------------------
QUARTER ENDING                 RATIO
-----------------------------------------------------

March 31, 2001                          3.50:1
-----------------------------------------------------
June 30, 2001                           3.50:1
-----------------------------------------------------
September 30, 2001                      3.50:1
-----------------------------------------------------
December 31, 2001                       3.50:1
-----------------------------------------------------
March 31, 2002                          3.50:1
-----------------------------------------------------
June 30, 2002                           3.50:1
-----------------------------------------------------
September 30, 2002                      3.75:1
-----------------------------------------------------
December 31, 2002                       3.75:1
-----------------------------------------------------
March 31, 2003                          4.00:1
-----------------------------------------------------
June 30, 2003                           4.00:1
-----------------------------------------------------
September 30, 2003                      4.00:1
-----------------------------------------------------
December 31, 2003                       4.00:1
-----------------------------------------------------
March 31, 2004                          4.00:1
-----------------------------------------------------
June 30, 2004                           4.00:1
-----------------------------------------------------
September 30, 2004                      4.00:1
-----------------------------------------------------
December 31, 2004                       4.00:1
-----------------------------------------------------
March 31, 2005                          4.00:1
-----------------------------------------------------
June 30, 2005                           4.00:1
-----------------------------------------------------
September 30, 2005                      4.00:1
-----------------------------------------------------

(d)     Tangible Net Worth. The Borrower will not permit
Tangible Net Worth at any time to be less than (i) 90% of the Tangible Net Worth
on the Initial Closing Date after giving affect to the Transactions (as defined
in the Existing Credit Agreement) plus (ii) 50% of the sum of Net Income of the
Borrower and its Restricted Subsidiaries for each fiscal quarter beginning with
the first quarter after the Initial Closing Date (without reduction for losses)
plus (iii) the amount of Net Cash Proceeds from issuances of Equity Interests
received by the Borrower since the Effective Date.

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ARTICLE VI

EVENTS OF DEFAULT

SECTION 6.1. EVENTS OF DEFAULT. If any of the following events
("Events of Default") shall occur and be continuing:

(a)     (i) the Borrower shall fail to pay any principal of any
Advance when the same shall become due and payable or (ii) the Borrower shall
fail to pay any interest on any Advance, or any Loan Party shall fail to make
any other payment under any Loan Document, in each case under this clause (ii)
within 3 Business Days after the same becomes due and payable; or

(b)     any representation or warranty made by any Loan Party
(or any of its officers) under or in connection with any Loan Document shall
prove to have been incorrect in any material respect when made; or

(c)     the Borrower shall fail to perform or observe any term,
covenant or agreement contained in Section 2.14, 5.1(e), (f), (i), (j) or (r),
5.2, 5.3 or 5.4; provided that, in the case of Section 5.3, any such failure
shall remain unremedied for three Business Days after the earlier date of which
(A) a Responsible Officer becomes aware of such failure or (B) written notice
shall have been given to the Borrower by any Agent or Lender Party; or

(d)     any Loan Party shall fail to perform or observe any
other term, covenant or agreement contained in any Loan Document on its part to
be performed or observed if such failure shall remain unremedied for 15 Business
Days after the earlier of the date on which (A) a Responsible Officer becomes
aware of such failure or (B) written notice thereof shall have been given to the
Borrower by any Agent or any Lender Party; or

(e)     any Loan Party or any of its Restricted Subsidiaries
shall fail to pay any principal of, premium or interest on or any other amount
payable in respect of any Debt that is outstanding in a principal amount (or, in
the case of any Hedge Agreement, an Agreement Value) of at least $10,000,000
either individually or in the aggregate (but excluding Debt outstanding
hereunder) of such Loan Party or such Subsidiary (as the case may be), when the
same becomes due and payable (whether by scheduled maturity, required
prepayment, acceleration, demand or otherwise), and such failure shall continue
after the applicable grace period, if any, specified in the agreement or
instrument relating to such Debt; or any other event (other than a permitted
redemption under Section 5.2(g)(iv) or (v)) shall occur or condition shall exist
under any agreement or instrument relating to any such Debt and shall continue
after the applicable grace period, if any, specified in such agreement or
instrument, if the effect of such event or condition is to accelerate, or to
permit the acceleration of, the maturity of such Debt or otherwise to cause, or
to permit the holder thereof to cause, such Debt to mature; or any such Debt
shall be declared to be due and payable or required to be prepaid or redeemed
(other than by a regularly scheduled required prepayment or redemption),
purchased or defeased, or an offer to prepay, redeem, purchase or defease such
Debt shall be required to be made, in each case prior to the stated maturity
thereof; or

(f)     any Loan Party or any of its Subsidiaries shall
generally not pay its debts as such debts become due, or shall admit in writing
its inability to pay its debts generally, or shall make a general assignment for
the benefit of creditors; or any proceeding shall be instituted by or against
any Loan Party or any of its Subsidiaries seeking to adjudicate it a bankrupt or
insolvent, or seeking liquidation, winding up, reorganization, arrangement,
adjustment, protection, relief, or 

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composition of it or its debts under any law relating to bankruptcy, insolvency
or reorganization or relief of debtors, or seeking the entry of an order for
relief or the appointment of a receiver, trustee, or other similar official for
it or for any substantial part of its property and, in the case of any such
proceeding instituted against it (but not instituted by it) that is being
diligently contested by it in good faith, either such proceeding shall remain
undismissed or unstayed for a period of 30 days or any of the actions sought in
such proceeding (including the entry of an order for relief against, or the
appointment of a receiver, trustee, custodian or other similar official for, it
or any substantial part of its property) shall occur; or any Loan Party or any
of its Subsidiaries shall take any corporate action to authorize any of the
actions set forth above in this subsection (f); or

(g)     any judgment or order for the payment of money in excess
of $10,000,000 shall be rendered against any Loan Party or any of its Restricted
Subsidiaries and either (i) enforcement proceedings shall have been commenced by
any creditor upon such judgment or order or (ii) there shall be any period of 15
consecutive Business Days during which a stay of enforcement of such judgment or
order, by reason of a pending appeal or otherwise, shall not be in effect; or

(h)     any non-monetary judgment or order shall be rendered
against any Loan Party or any of its Restricted Subsidiaries that could be
reasonably likely to have a Material Adverse Effect, and there shall be any
period of 15 consecutive Business Days during which a stay of enforcement of
such judgment or order, by reason of a pending appeal or otherwise, shall not be
in effect; or

(i)     any provision of any Loan Document after delivery
thereof pursuant to Section 3.1, 5.1(j) or 5.1(p) shall for any reason cease to
be valid and binding on or enforceable against any Loan Party party to it, or
any such Loan Party shall so state in writing; or

(j)     any Collateral Document after delivery thereof pursuant
to Section 3.1, 5.1(j) or 5.1(p) shall for any reason (other than pursuant to
the terms thereof) cease to create a valid and perfected first priority lien on
and security interest in the Collateral purported to be covered thereby; or

(k)     a Change of Control shall occur; or

(l)     any ERISA Event shall have occurred with respect to a
Plan and the sum (determined as of the date of occurrence of such ERISA Event)
of the Insufficiency of such Plan and the Insufficiency of any and all other
Plans with respect to which an ERISA Event shall have occurred and then exist
(or the liability of the Loan Parties and the ERISA Affiliates related to such
ERISA Event) exceeds $10,000,000; or

(m)     any Loan Party or any ERISA Affiliate shall have been
notified by the sponsor of a Multiemployer Plan that it has incurred Withdrawal
Liability to such Multiemployer Plan in an amount that, when aggregated with all
other amounts required to be paid to Multiemployer Plans by the Loan Parties and
the ERISA Affiliates as Withdrawal Liability (determined as of the date of such
notification), exceeds $10,000,000 or requires payments exceeding $1,000,000 per
annum; or

(n)     any Loan Party or any ERISA Affiliate shall have been
notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is
in reorganization or is being terminated, within the meaning of Title IV of
ERISA, and as a result of such reorganization or termination the aggregate
annual contributions of the Loan Parties and the ERISA Affiliates to all
Multiemployer Plans that are then in reorganization or being terminated have
been or will be 

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increased over the amounts contributed to such Multiemployer Plans for the plan
years of such Multiemployer Plans immediately preceding the plan year in which
such reorganization or termination occurs by an amount exceeding $10,000,000,

then, and in any such event, the Administrative Agent (i) shall at the request,
or may with the consent, of the Required Lenders, by notice to the Borrower,
declare the Commitments of each Lender Party and the obligation of each Lender
Party to make Advances (other than Letter of Credit Advances by an Issuing Bank
or a Revolving Credit Lender pursuant to Section 2.3(c) and of each Issuing Bank
to issue Letters of Credit to be terminated, whereupon the same shall forthwith
terminate, and (ii) shall at the request, or may with the consent, of the
Required Lenders, (A) by notice to the Borrower, declare the Notes, all interest
thereon and all other amounts payable under this Agreement and the other Loan
Documents to be forthwith due and payable, whereupon the Notes, all such
interest and all such amounts shall become and be forthwith due and payable,
without presentment, demand, protest or further notice of any kind, all of which
are hereby expressly waived by the Borrower, (B) by notice to each party
required under the terms of any agreement in support of which a Standby Letter
of Credit is issued, request that all Obligations under such agreement be
declared to be due and payable and (C) by notice to each Issuing Bank, direct
such Issuing Bank to deliver a Default Termination Notice to the beneficiary of
each Standby Letter of Credit issued by it, and each Issuing Bank shall deliver
such Default Termination Notices; provided, however, that in the event of an
actual or deemed entry of an order for relief with respect to the Borrower under
the Federal Bankruptcy Code, (x) the Commitments of each Lender Party and the
obligation of each Lender Party to make Advances (other than Letter of Credit
Advances by an Issuing Bank or a Revolving Credit Lender pursuant to Section
2.3(c) and of each Issuing Bank to issue Letters of Credit shall automatically
be terminated and (y) the Notes, all such interest and all such amounts shall
automatically become and be due and payable, without presentment, demand,
protest or any notice of any kind, all of which are hereby expressly waived by
the Borrower.

SECTION 6.2. ACTIONS IN RESPECT OF THE LETTERS OF CREDIT UPON
DEFAULT. If any Event of Default shall have occurred and be continuing, the
Administrative Agent may, or shall at the request of the Required Lenders,
irrespective of whether it is taking any of the actions described in Section 6.1
or otherwise, make demand upon the Borrower to, and forthwith upon such demand
the Borrower will, pay to the Collateral Agent on behalf of the Lender Parties
in same day funds at the Collateral Agent's office designated in such demand,
for deposit in the L/C Collateral Account, an amount equal to the aggregate
Available Amount of all Letters of Credit then outstanding. If at any time the
Administrative Agent or the Collateral Agent determines that any funds held in
the L/C Collateral Account are subject to any right or claim of any Person other
than the Agents and the Lender Parties or that the total amount of such funds is
less than the aggregate Available Amount of all Letters of Credit, the Borrower
will, forthwith upon demand by the Administrative Agent or the Collateral Agent,
pay to the Collateral Agent, as additional funds to be deposited and held in the
L/C Collateral Account, an amount equal to the excess of (a) such aggregate
Available Amount over (b) the total amount of funds, if any, then held in the
L/C Collateral Account that the Administrative Agent or the Collateral Agent, as
the case may be, determines to be free and clear of any such right and claim.
Upon the drawing of any Letter of Credit for which funds are on deposit in the
L/C Collateral Account, such funds shall be applied to reimburse the relevant
Issuing Bank or Revolving Credit Lenders, as applicable, to the extent permitted
by applicable law.

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ARTICLE VII

THE AGENTS

SECTION 7.1. AUTHORIZATION AND ACTION. Each Lender Party (in its
capacities as a Lender, an Issuing Bank (if applicable) and on behalf of itself
and its Affiliates as potential Hedge Banks) hereby appoints and authorizes each
Agent to take such action as agent on its behalf and to exercise such powers and
discretion under this Agreement and the other Loan Documents as are delegated to
such Agent by the terms hereof and thereof, together with such powers and
discretion as are reasonably incidental thereto. As to any matters not expressly
provided for by the Loan Documents (including enforcement or collection of the
Notes), no Agent shall be required to exercise any discretion or take any
action, but shall be required to act or to refrain from acting (and shall be
fully protected in so acting or refraining from acting) upon the instructions of
the Required Lenders, and such instructions shall be binding upon all Lender
Parties and all holders of Notes; provided, however, that no Agent shall be
required to take any action that exposes such Agent to personal liability or
that is contrary to this Agreement or applicable law. Each Agent agrees to give
to each Lender Party prompt notice of each notice given to it by the Borrower
pursuant to the terms of this Agreement.

SECTION 7.2. AGENTS' RELIANCE, ETC. Neither any Agent nor any of
their respective directors, officers, agents or employees shall be liable for
any action taken or omitted to be taken by it or them under or in connection
with the Loan Documents, except for its or their own gross negligence or willful
misconduct. Without limitation of the generality of the foregoing, each Agent:
(a) may treat the payee of any Note as the holder thereof until, in the case of
the Administrative Agent, the Administrative Agent receives and accepts an
Assignment and Acceptance entered into by the Lender that is the payee of such
Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of any
other Agent, such Agent has received notice from the Administrative Agent that
it has received and accepted such Assignment and Acceptance, in each case as
provided in Section 8.7; (b) may consult with legal counsel (including counsel
for any Loan Party), independent public accountants and other experts selected
by it and shall not be liable for any action taken or omitted to be taken in
good faith by it in accordance with the advice of such counsel, accountants or
experts; (c) makes no warranty or representation to any Lender Party and shall
not be responsible to any Lender Party for any statements, warranties or
representations (whether written or oral) made in or in connection with the Loan
Documents; (d) shall not have any duty to ascertain or to inquire as to the
performance or observance of any of the terms, covenants or conditions of any
Loan Document on the part of any Loan Party or to inspect the property
(including the books and records) of any Loan Party; (e) shall not be
responsible to any Lender Party for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of, or the perfection or
priority of any lien or security interest created or purported to be created
under or in connection with, any Loan Document or any other instrument or
document furnished pursuant thereto; and (f) shall incur no liability under or
in respect of any Loan Document by acting upon any notice, consent, certificate
or other instrument or writing (which may be by telegram, telecopy or telex)
believed by it to be genuine and signed or sent by the proper party or parties.

SECTION 7.3. CUSA, SSBI, DBAB AND THEIR AFFILIATES. With respect
to its Commitments, the Advances made by it and the Notes issued to it, each of
CUSA, SSBI and DBAB shall have the same rights and powers under the Loan
Documents as any other Lender Party and may exercise the same as though it were
not an Agent; and the term "Lender Party" or "Lender Parties" shall, unless
otherwise expressly indicated, include CUSA, SSBI and DBAB in their respective
individual capacities. CUSA, SSBI and DBAB and their respective affiliates may

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accept deposits from, lend money to, act as trustee under indentures of, accept
investment banking engagements from and generally engage in any kind of business
with, any Loan Party, any of its Subsidiaries and any Person who may do business
with or own securities of any Loan Party or any such Subsidiary, all as if CUSA,
SSBI and DBAB were not Agents and without any duty to account therefor to the
Lender Parties.

SECTION 7.4. LENDER PARTY CREDIT DECISION. Each Lender Party
acknowledges that it has, independently and without reliance upon any Agent or
any other Lender Party and based on the financial statements referred to in
Section 4.1 and such other documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender Party also acknowledges that it will, independently and
without reliance upon any Agent or any other Lender Party and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under this
Agreement.

SECTION 7.5. INDEMNIFICATION.

(a)     Each Lender Party severally agrees to indemnify each
Agent (to the extent not promptly reimbursed by the Borrower) from and against
such Lender Party's ratable share (determined as provided below) of any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever that may be
imposed on, incurred by, or asserted against such Agent in any way relating to
or arising out of the Loan Documents or any action taken or omitted by such
Agent under the Loan Documents (collectively, the "Indemnified Costs");
provided, however, that no Lender Party shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from such Agent's gross negligence or
willful misconduct as found in a final, non-appealable judgment by a court of
competent jurisdiction. Without limitation of the foregoing, each Lender Party
agrees to reimburse each Agent promptly upon demand for its ratable share of any
costs and expenses (including fees and expenses of counsel) payable by the
Borrower under Section 8.4, to the extent that such Agent is not promptly
reimbursed for such costs and expenses by the Borrower. In the case of any
investigation, litigation or proceeding giving rise to any Indemnified Costs,
this Section 7.5 applies whether any such investigation, litigation or
proceeding is brought by any Lender Party or any other Person.

(b)     Each Lender Party severally agrees to indemnify each
Issuing Bank (to the extent not promptly reimbursed by the Borrower) from and
against such Lender Party's ratable share (determined as provided below) of any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever that may be imposed on, incurred by, or asserted against such Issuing
Bank in any way relating to or arising out of the Loan Documents or any action
taken or omitted by such Issuing Bank under the Loan Documents; provided,
however, that no Lender Party shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from such Issuing Bank's gross
negligence or willful misconduct as found in a final, non-appealable judgment by
a court of competent jurisdiction. Without limitation of the foregoing, each
Lender Party agrees to reimburse such Issuing Bank promptly upon demand for its
ratable share of any costs and expenses (including fees and expenses of counsel)
payable by the Borrower under Section 8.4, to the extent that such Issuing Bank
is not promptly reimbursed for such costs and expenses by the Borrower.

(c)     For purposes of this Section 7.5, the Lender Parties'
respective ratable shares of any amount shall be determined, at any time,
according to the sum of (i) the aggregate 

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principal amount of the Advances outstanding at such time and owing to the
respective Lender Parties, (ii) their respective Pro Rata Shares of the
aggregate Available Amount of all Letters of Credit outstanding at such time and
(iii) their respective Unused Revolving Credit Commitments at such time;
provided, however, that the aggregate principal amount of Letter of Credit
Advances owing to any Issuing Bank shall be considered to be owed to the
Revolving Credit Lenders ratably in accordance with their respective Revolving
Credit Commitments. The failure of any Lender Party to reimburse any Agent or
any Issuing Bank, as the case may be, promptly upon demand for its ratable share
of any amount required to be paid by the Lender Parties to such Agent or such
Issuing Bank, as the case may be, as provided herein shall not relieve any other
Lender Party of its obligation hereunder to reimburse such Agent or such Issuing
Bank, as the case may be, for its ratable share of such amount, but no Lender
Party shall be responsible for the failure of any other Lender Party to
reimburse such Agent or such Issuing Bank, as the case may be, for such other
Lender Party's ratable share of such amount. Without prejudice to the survival
of any other agreement of any Lender Party hereunder, the agreement and
obligations of each Lender Party contained in this Section 7.5 shall survive the
payment in full of principal, interest and all other amounts payable hereunder
and under the other Loan Documents.

SECTION 7.6. SUCCESSOR ADMINISTRATIVE AGENT AND COLLATERAL 
AGENT.

(a)     The Administrative Agent and/or the Collateral Agent may
resign as to any or all of the Facilities at any time by giving written notice
thereof to the Lender Parties and the Borrower and may be removed as to all of
the Facilities and any of the Collateral at any time with or without cause by
the Required Lenders. Upon any such resignation or removal, the Required Lenders
shall have the right to appoint a successor Administrative Agent and/or a
successor Collateral Agent to such of the Facilities and/or such of the
Collateral as to which such Administrative Agent and/or Collateral Agent has
resigned or been removed. If no successor Administrative Agent and/or Collateral
Agent shall have been so appointed by the Required Lenders, and shall have
accepted such appointment, within 30 days after the retiring Administrative
Agent's and/or Collateral Agent's giving of notice of resignation or the
Required Lenders' removal of the retiring Administrative Agent and/or Collateral
Agent, then the retiring Administrative Agent and/or the retiring Collateral
Agent may respectively, on behalf of the Lender Parties, appoint a successor
Administrative Agent and a successor Collateral Agent, which in each case shall
be a commercial bank organized under the laws of the United States or of any
State thereof and having a combined capital and surplus of at least
$250,000,000. Upon the acceptance of any appointment as Administrative Agent
and/or Collateral Agent hereunder by a successor Administrative Agent as to all
of the Facilities and/or Collateral Agent as to any of the Collateral, and upon
the execution and filing or recording of such financing statements, or
amendments thereto, and such amendments or supplements to the Mortgages, and
such other instruments or notices, as may be necessary or desirable, or as the
Required Lenders may request, in order to continue the perfection of the Liens
granted or purported to be granted by the Collateral Documents, such successor
Administrative Agent and/or Collateral Agent shall succeed to and become vested
with all the rights, powers, discretion, privileges and duties of the retiring
Administrative Agent or Collateral Agent (as the case may be), and the retiring
Administrative Agent and/or Collateral Agent shall be discharged from its duties
and obligations under the Loan Documents. Upon the acceptance of any appointment
as Administrative Agent and/or Collateral Agent hereunder by a successor
Administrative Agent or successor Collateral Agent as to less than all of the
Facilities or less than all of the Collateral and upon the execution and filing
or recording of such financing statements, or amendments thereto, and such
amendments or supplements to the Mortgages, and such other instruments or
notices, as may be necessary or desirable, or as the Required Lenders may
request, in order to continue the perfection of the Liens granted or purported
to be granted by the Collateral Documents, such

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successor Administrative Agent and/or successor Collateral Agent shall succeed
to and become vested with all the rights, powers, discretion, privileges and
duties of the retiring Administrative Agent and/or Collateral Agent as to such
Facilities and Collateral, other than with respect to funds transfers and other
similar aspects of the administration of Borrowings under such Facilities,
issuances of Letters of Credit (notwithstanding any resignation as
Administrative Agent with respect to the Letter of Credit Facility) and payments
by the Borrower in respect of such Facilities, and the retiring Administrative
Agent and/or the retiring Collateral Agent (as the case may be) shall be
discharged from its respective duties and obligations under this Agreement as to
such Facilities and/or Collateral, other than as aforesaid. If, within 45 days
after written notice is given of the retiring Administrative Agent's and/or
Collateral Agent's resignation or removal under this Section 7.6, no successor
Administrative Agent and/or Collateral Agent shall have been appointed and shall
have accepted such appointment, then on such 45th day (i) the retiring
Administrative Agent's and/or Collateral Agent's resignation or removal shall
become effective, (ii) the retiring Administrative Agent and/or Collateral Agent
shall thereupon be discharged from its respective duties and obligations under
the Loan Documents and (iii) the Required Lenders shall thereafter perform all
duties of the retiring Administrative Agent and/or Collateral Agent under the
Loan Documents until such time, if any, as the Required Lenders appoint a
successor Administrative Agent and/or Collateral Agent as provided above. After
any retiring Administrative Agent's and/or retiring Collateral Agent's
resignation or removal hereunder as Administrative Agent as to all of the
Facilities and/or Collateral Agent as to all the Collateral shall have become
effective, the provisions of this Article VII shall inure to its benefit as to
any actions taken or omitted to be taken by it while it was Administrative Agent
as to any Facilities under this Agreement and/or while it was Collateral Agent
as to any of the Collateral.

(b)     The Lender Parties hereby acknowledge, ratify and
consent to the transactions contemplated in the Assignment and Release
Agreement, including (i) the retirement of the Existing Administrative Agent and
the Existing Collateral Agent, (ii) the appointments of CUSA, as successor
Administrative Agent and as successor Collateral Agent, (iii) the release
(except as provided in Section 7.2) of SG and SG Cowen Securities Inc. of all of
their respective obligations under the Existing Credit Agreement, in their
respective capacities as the Existing Administrative Agent, the Existing
Collateral Agent or an Arranger, as applicable, (iv) the assignment to CUSA of
SG's rights as agent under (x) the Pledge Agreement dated as of June 8, 2000
among the Borrower, SG and the pledgees named therein and (y) the Custody
Agreement dated as of June 8, 2000 (as amended by a supplemental agreement dated
June 8, 2000) between the Borrower and Seoul Bank and acknowledged by SG and (v)
the provisions of this Article VII inuring to the benefit of SG and SG Cowen
Securities Inc. (as provided in Section 7.6(a)).

ARTICLE VIII

MISCELLANEOUS

SECTION 8.1. AMENDMENTS, ETC. No amendment or waiver of any
provision of this Agreement or the Notes or any other Loan Document, nor consent
to any departure by any Loan Party therefrom, shall in any event be effective
unless the same shall be in writing and signed (or, in the case of the
Collateral Documents, consented to) by the Required Lenders, and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given; provided, however, that (a) no amendment,
waiver or consent shall, unless in writing and signed by all of the Lenders
(other than any Lender Party that is, at such time, a Defaulting Lender), do any
of the following at any time: (i) waive any of the conditions specified in
Section 3.1 or, in the case of the Initial Extension of Credit, Section 3.2,
(ii) change any provision that expressly requires a vote or determination by all
of the Lenders or the 

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percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of
the Advances or (z) the aggregate Available Amount of outstanding Letters of
Credit that, in each case, shall be required for the Lenders or any of them to
take any action hereunder, (iii) reduce or limit the obligations of any
Guarantor under Section 1 of the Guaranty issued by it or release such Guarantor
or otherwise limit such Guarantor's liability with respect to the Obligations
owing to the Agents and the Lender Parties (other than, in the case of any
Guarantor, to the extent permitted under the Guaranty to which it is a party),
(iv) release all or substantially all of the Collateral in any transaction or
series of related transactions or permit the creation, incurrence, assumption or
existence of any Lien on all or substantially all of the Collateral in any
transaction or series of related transactions to secure any Obligations other
than Obligations owing to the Secured Parties under the Loan Documents, (v)
amend Section 2.13 or this Section 8.1, (b) no amendment, waiver or consent
shall, unless in writing and signed by the Required Lenders and each Lender
(other than any Lender that is, at such time, a Defaulting Lender) that has a
Commitment under the Term A Facility, Term B Facility or Revolving Credit
Facility if such Lender is directly and adversely affected by such amendment,
waiver or consent, (i) increase the Commitments of such Lender, (ii) reduce the
principal of, or interest on, the Notes held by such Lender or any fees or other
amounts stated to be payable hereunder to such Lender or (iii) postpone any date
fixed for any payment of principal of, or interest on, the Notes held by such
Lender or any fees or other amounts payable hereunder to such Lender and (c) no
amendment, waiver or consent shall, unless in writing and signed by the Required
Lenders and Lenders (other than any Lender Party that is, at such time, a
Defaulting Lender) holding at least a majority in interest of the aggregate
Commitments (whether used or unused) under the Term A Facility, Term B Facility
or Revolving Credit Facility if such Lenders under any of the foregoing
Facilities are directly and adversely affected by such amendment, waiver or
consent, change the allocation or order of application of any prepayment set
forth in Section 2.6; provided further that no amendment, waiver or consent
shall, unless in writing and signed by each Issuing Bank, as the case may be, in
addition to the Lenders required above to take such action, affect the rights or
obligations of the Issuing Bank under this Agreement; and provided further that
no amendment, waiver or consent shall, unless in writing and signed by an Agent
in addition to the Lenders required above to take such action, affect the rights
or duties of such Agent under this Agreement or the other Loan Documents.

SECTION 8.2. NOTICES, ETC. All notices and other communications
provided for hereunder shall be in writing (including telegraphic, telecopy or
telex communication) and mailed, telegraphed, telecopied, telexed or delivered,
if to the Borrower, at its address at Amkor Technology, Inc., Goshen Corporate
Park, 1345 Enterprise Drive, West Chester, PA 19380, (Telecopier: 610-431-9967),
Attention: Kenneth T. Joyce, Chief Financial Officer; if to any Initial Lender
or any Initial Issuing Bank, at its Domestic Lending Office specified opposite
its name on Schedule I hereto; if to any other Lender Party, at its Domestic
Lending Office specified in the Assignment and Acceptance pursuant to which it
became a Lender Party; if to the Collateral Agent or the Administrative Agent,
at its address at 2 Penns Way, Suite 200, New Castle, Delaware 19720
(Telecopier: 302-894 6120), Attention: Jason Trala; and if to Salomon Smith
Barney Inc., at its address at 390 Greenwich St., New York, NY 10013
(Telecopier: 212-723-8544), Attention: Arnold Wong, Director or, as to the
Borrower or the Administrative Agent, at such other address as shall be
designated by such party in a written notice to the other parties and, as to
each other party, at such other address as shall be designated by such party in
a written notice to the Borrower and the Administrative Agent. All such notices
and communications shall, when mailed, telegraphed, telecopied or telexed, be
effective when deposited in the mails, delivered to the telegraph company,
transmitted by telecopier or confirmed by telex answerback, respectively, except
that notices and communications to any Agent pursuant to Article II, III or VII
shall not be effective until received by such Agent. Delivery by telecopier 

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of an executed counterpart of any amendment or waiver of any provision of this
Agreement or the Notes or of any Exhibit hereto to be executed and delivered
hereunder shall be effective as delivery of an original executed counterpart
thereof.

SECTION 8.3. NO WAIVER; REMEDIES. No failure on the part of any
Lender Party or any Agent to exercise, and no delay in exercising, any right
hereunder or under any Note shall operate as a waiver thereof; nor shall any
single or partial exercise of any such right preclude any other or further
exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.

SECTION 8.4. COSTS AND EXPENSES. (a) The Borrower agrees to pay
on demand (i) all costs and expenses of each Agent in connection with the
preparation, execution, delivery, administration, modification and amendment of
the Loan Documents (including (A) all due diligence, collateral review,
syndication, transportation, computer, duplication, appraisal, audit, insurance,
consultant, search, filing and recording fees and expenses and (B) the
reasonable fees and expenses of counsel for each Agent with respect thereto,
with respect to advising such Agent as to its rights and responsibilities, or
the perfection, protection or preservation of rights or interests, under the
Loan Documents, with respect to negotiations with any Loan Party or with other
creditors of any Loan Party or any of its Subsidiaries arising out of any
Default or any events or circumstances that may give rise to a Default and with
respect to presenting claims in or otherwise participating in or monitoring any
bankruptcy, insolvency or other similar proceeding involving creditors' rights
generally and any proceeding ancillary thereto) and (ii) all costs and expenses
of each Agent and each Lender Party in connection with the enforcement of the
Loan Documents, whether in any action, suit or litigation, or any bankruptcy,
insolvency or other similar proceeding affecting creditors' rights generally
(including the reasonable fees and expenses of counsel for the Administrative
Agent and each Lender Party with respect thereto).

(b)     The Borrower agrees to indemnify and hold harmless each
Agent, each Lender Party and each of their Affiliates and their respective
officers, directors, employees, agents and advisors (each, an "Indemnified
Party") from and against any and all claims, damages, losses, liabilities and
expenses (including reasonable fees and expenses of counsel) that may be
incurred by or asserted or awarded against any Indemnified Party, in each case
arising out of or in connection with or by reason of (including in connection
with any investigation, litigation or proceeding or preparation of a defense in
connection therewith) (i) the Facilities (including the Existing Credit
Agreement), the actual or proposed use of the proceeds of the Advances or the
Letters of Credit, the Transaction Documents or any of the transactions
contemplated thereby or (ii) the actual or alleged presence of Hazardous
Materials on any property of any Loan Party or any of its Subsidiaries or any
Environmental Action relating in any way to any Loan Party or any of its
Subsidiaries, except to the extent such claim, damage, loss, liability or
expense is found in a final, non-appealable judgment by a court of competent
jurisdiction to have resulted from such Indemnified Party's gross negligence or
willful misconduct. In the case of an investigation, litigation or other
proceeding to which the indemnity in this Section 8.4(b) applies, such indemnity
shall be effective whether or not such investigation, litigation or proceeding
is brought by any Loan Party, its directors, shareholders or creditors or an
Indemnified Party or any Indemnified Party is otherwise a party thereto and
whether or not the transactions contemplated by the Transaction Documents are
consummated. The Borrower also agrees not to assert any claim against any Agent,
any Lender Party or any of their Affiliates, or any of their respective
officers, directors, employees, attorneys and agents, on any theory of
liability, for indirect, consequential or punitive damages arising out of or
otherwise relating to the Facilities, the actual or proposed use of the proceeds
of the Advances or the Letters of Credit, the Transaction Documents or any of
the transactions contemplated by the Transaction Documents.

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(c)     If any payment of principal of, or Conversion of, any
Eurodollar Rate Advance is made by the Borrower to or for the account of a
Lender Party other than on the last day of the Interest Period for such Advance,
as a result of a payment or Conversion pursuant to Section 2.6, 2.9(b)(i) or
2.10(d), acceleration of the maturity of the Notes pursuant to Section 6.1 or
for any other reason, or by an Eligible Assignee to a Lender Party other than on
the last day of the Interest Period for such Advance upon an assignment of
rights and obligations under this Agreement pursuant to Section 8.7 as a result
of a demand by the Borrower pursuant to Section 8.7(a), or if the Borrower fails
to make any payment or prepayment of an Advance for which a notice of prepayment
has been given or that is otherwise required to be made, whether pursuant to
Section 2.4, 2.6 or 6.1 or otherwise, the Borrower shall, upon demand by such
Lender Party (with a copy of such demand to the Administrative Agent), pay to
the Administrative Agent for the account of such Lender Party any amounts
required to compensate such Lender Party for any additional losses, costs or
expenses that it may reasonably incur as a result of such payment or Conversion
or such failure to pay or prepay, as the case may be, including any loss
(including loss of anticipated profits), cost or expense incurred by reason of
the liquidation or reemployment of deposits or other funds acquired by any
Lender Party to fund or maintain such Advance.

(d)     If any Loan Party fails to pay when due any costs,
expenses or other amounts payable by it under any Loan Document, including fees
and expenses of counsel and indemnities, such amount may be paid on behalf of
such Loan Party by the Administrative Agent or any Lender Party, in its sole
discretion.

(e)     Without prejudice to the survival of any other agreement
of any Loan Party hereunder or under any other Loan Document, the agreements and
obligations of the Borrower contained in Sections 2.10 and 2.12 and this Section
8.4 shall survive the payment in full of principal, interest and all other
amounts payable hereunder and under any of the other Loan Documents.

SECTION 8.5. RIGHT OF SET-OFF. Upon (a) the occurrence and
during the continuance of any Event of Default and (b) the making of the request
or the granting of the consent specified by Section 6.1 to authorize the
Administrative Agent to declare the Notes due and payable pursuant to the
provisions of Section 6.1, each Agent and each Lender Party and each of their
respective Affiliates is hereby authorized at any time and from time to time, to
the fullest extent permitted by law, to set off and otherwise apply any and all
deposits (general or special, time or demand, provisional or final) at any time
held and other indebtedness at any time owing by such Agent, such Lender Party
or such Affiliate to or for the credit or the account of the Borrower against
any and all of the Obligations of the Borrower now or hereafter existing under
the Loan Documents, irrespective of whether such Agent or such Lender Party
shall have made any demand under this Agreement or such Note or Notes and
although such obligations may be unmatured. Each Agent and each Lender Party
agrees promptly to notify the Borrower after any such set-off and application;
provided, however, that the failure to give such notice shall not affect the
validity of such set-off and application. The rights of each Agent and each
Lender Party and their respective Affiliates under this Section 8.5 are in
addition to other rights and remedies (including other rights of set-off) that
such Agent, such Lender Party and their respective Affiliates may have.

SECTION 8.6. BINDING EFFECT. This Agreement shall become
effective when it shall have been executed by the Borrower and each Agent and
the Administrative Agent shall have been notified by each Initial Lender and
each Initial Issuing Bank that such Initial Lender and such Initial Issuing Bank
has executed it and thereafter shall be binding upon and inure to the benefit of
the Borrower, each Agent and each Lender Party and their respective successors
and 

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assigns, except that the Borrower shall not have the right to assign its rights
hereunder or any interest herein without the prior written consent of the Lender
Parties.

SECTION 8.7. ASSIGNMENTS AND PARTICIPATIONS. (a) Each Lender may
and, so long as no Default shall have occurred and be continuing, if demanded by
the Borrower (following a demand by such Lender pursuant to Section 2.10 or
2.12) upon at least five Business Days' notice to such Lender and the
Administrative Agent, will assign to one or more Eligible Assignees all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment or Commitments, the Advances owing to it and the Note
or Notes held by it to the extent requested pursuant to Section 2.16(a));
provided, however, that (i) each such assignment shall be of a uniform, and not
a varying, percentage of all rights and obligations under and in respect of any
or all Facilities, provided, however, that nothing in this clause (i) shall
prevent a Lender from assigning an interest in a single Facility if such Lender
has an interest in more than one Facility, (ii) except in the case of an
assignment to a Person that, immediately prior to such assignment, was a Lender,
an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of
all of a Lender's rights and obligations under this Agreement, the aggregate
amount of the Commitments being assigned to such Eligible Assignee pursuant to
such assignment (determined as of the date of the Assignment and Acceptance with
respect to such assignment) shall in no event be less than $2,500,000 and shall
be in an integral multiple of $1,000,000 in excess thereof under each Facility
for which a Commitment is being assigned, (iii) each such assignment shall be to
an Eligible Assignee, (iv) each such assignment made as a result of a demand by
the Borrower pursuant to this Section 8.7(a) shall be arranged by the Borrower
after consultation with the Administrative Agent and shall be either an
assignment of all of the rights and obligations of the assigning Lender under
this Agreement or an assignment of a portion of such rights and obligations made
concurrently with another such assignment or other such assignments that
together cover all of the rights and obligations of the assigning Lender under
this Agreement, (v) no Lender shall be obligated to make any such assignment as
a result of a demand by the Borrower pursuant to this Section 8.7(a) unless and
until such Lender shall have received one or more payments from either the
Borrower or one or more Eligible Assignees in an aggregate amount at least equal
to the aggregate outstanding principal amount of the Advances owing to such
Lender, together with accrued interest thereon to the date of payment of such
principal amount and all other amounts payable to such Lender under this
Agreement, (vi) no such assignments shall be permitted without the consent of
the Administrative Agent and the Syndication Agent (such consents not to be
unreasonably withheld or delayed) and (vii) the parties to each such assignment
shall execute and deliver to the Administrative Agent, for its acceptance and
recording in the Register, an Assignment and Acceptance, together with any Note
or Notes subject to such assignment and a processing and recordation fee of
$3,500 (except in the case of an assignment to a Lender or any Affiliate of a
Lender or any Approved Fund and except for any assignment by either Syndication
Agent or any other of their respective Affiliates); provided, however, that for
each such assignment made as a result of a demand by the Borrower pursuant to
this Section 8.7(a), the Borrower shall pay to the Administrative Agent the
applicable processing and recordation fee.

(b)     Upon such execution, delivery, acceptance and recording,
from and after the effective date specified in such Assignment and Acceptance,
(i) the assignee thereunder shall be a party hereto and, to the extent that
rights and obligations hereunder have been assigned to it pursuant to such
Assignment and Acceptance, have the rights and obligations of a Lender or
Issuing Bank, as the case may be, hereunder and (ii) the Lender or Issuing Bank
assignor thereunder shall, to the extent that rights and obligations hereunder
have been assigned by it pursuant to such Assignment and Acceptance, relinquish
its rights (other than its rights under Sections 2.10, 2.12 and 8.4 to the
extent any claim thereunder relates to an event arising prior to 

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such assignment) and be released from its obligations under this Agreement (and,
in the case of an Assignment and Acceptance covering all of the remaining
portion of an assigning Lender's or Issuing Bank's rights and obligations under
this Agreement, such Lender or Issuing Bank shall cease to be a party hereto).

(c)     By executing and delivering an Assignment and
Acceptance, each Lender Party assignor thereunder and each assignee thereunder
confirm to and agree with each other and the other parties thereto and hereto as
follows: (i) other than as provided in such Assignment and Acceptance, such
assigning Lender Party makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with any Loan Document or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of, or the
perfection or priority of any lien or security interest created or purported to
be created under or in connection with, any Loan Document or any other
instrument or document furnished pursuant thereto; (ii) such assigning Lender
Party makes no representation or warranty and assumes no responsibility with
respect to the financial condition of any Loan Party or the performance or
observance by any Loan Party of any of its obligations under any Loan Document
or any other instrument or document furnished pursuant thereto; (iii) such
assignee confirms that it has received a copy of this Agreement, together with
copies of the financial statements referred to in Section 4.1 and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into such Assignment and Acceptance; (iv) such
assignee will, independently and without reliance upon any Agent, such assigning
Lender Party or any other Lender Party and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement; (v) such
assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints
and authorizes each Agent to take such action as agent on its behalf and to
exercise such powers and discretion under the Loan Documents as are delegated to
such Agent by the terms hereof and thereof, together with such powers and
discretion as are reasonably incidental thereto; and (vii) such assignee agrees
that it will perform in accordance with their terms all of the obligations that
by the terms of this Agreement are required to be performed by it as a Lender or
Issuing Bank, as the case may be.

(d)     The Administrative Agent, acting for this purpose (but
only for this purpose) as the agent of the Borrower, shall maintain at its
address referred to in Section 8.2 a copy of each Assignment and Acceptance
delivered to and accepted by it and a register for the recordation of the names
and addresses of the Lender Parties and the Commitment under each Facility of,
and principal amount of the Advances owing under each Facility to, each Lender
Party from time to time (the "Register"). The entries in the Register shall be
conclusive and binding for all purposes, absent manifest error, and the
Borrower, the Agents and the Lender Parties shall treat each Person whose name
is recorded in the Register as a Lender Party hereunder for all purposes of this
Agreement. The Register shall be available for inspection by the Borrower or any
Agent or any Lender Party at any reasonable time and from time to time upon
reasonable prior notice.

(e)     Upon its receipt of an Assignment and Acceptance
executed by an assigning Lender Party and an assignee, together with any Note or
Notes subject to such assignment, the Administrative Agent shall, if such
Assignment and Acceptance has been completed and is in substantially the form of
Exhibit C hereto, (i) accept such Assignment and Acceptance, (ii) record the
information contained therein in the Register and (iii) give prompt notice
thereof to the Borrower and each other Agent. In the case of any assignment by a
Lender, within five Business Days after its receipt of such notice, the
Borrower, at its own expense, shall execute and deliver to the Administrative
Agent in exchange for the surrendered Note or Notes a 

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new Note (to the extent requested pursuant to Section 2.16(a)) to the order of
such Eligible Assignee in an amount equal to the Commitment assumed by it under
each Facility pursuant to such Assignment and Acceptance and, if any assigning
Lender has retained a Commitment hereunder under such Facility, a new Note (to
the extent requested pursuant to Section 2.16(a)) to the order of such assigning
Lender in an amount equal to the Commitment retained by it hereunder. Such new
Note or Notes shall be in an aggregate principal amount equal to the aggregate
principal amount of such surrendered Note or Notes, shall be dated the effective
date of such Assignment and Acceptance and shall otherwise be in substantially
the form of Exhibit A-1 or A-2 hereto, as the case may be.

(f)     Each Issuing Bank may assign to one or more Eligible
Assignees all or a portion of its rights and obligations under the undrawn
portion of its Letter of Credit Commitment at any time; provided, however,
that(i) except in the case of an assignment to a Person that immediately prior
to such assignment was an Issuing Bank or an assignment of all of an Issuing
Bank's rights and obligations under this Agreement, the amount of the Letter of
Credit Commitment of the assigning Issuing Bank being assigned pursuant to each
such assignment (determined as of the date of the Assignment and Acceptance with
respect to such assignment) shall in no event be less than $2,500,000 and shall
be in an integral multiple of $1,000,000 in excess thereof, (ii) each such
assignment shall be to an Eligible Assignee and (iii) the parties to each such
assignment shall execute and deliver to the Administrative Agent, for its
acceptance and recording in the Register, an Assignment and Acceptance, together
with a processing and recordation fee of $3,500.

(g)     Each Lender Party may sell participations to one or more
Persons (other than any Loan Party or any of its Affiliates) in or to all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Commitments, the Advances owing to it and the Note or Notes (if
any) held by it); provided, however, that (i) such Lender Party's obligations
under this Agreement (including its Commitments) shall remain unchanged, (ii)
such Lender Party shall remain solely responsible to the other parties hereto
for the performance of such obligations, (iii) such Lender Party shall remain
the holder of any such Note for all purposes of this Agreement, (iv) the
Borrower, the Agents and the other Lender Parties shall continue to deal solely
and directly with such Lender Party in connection with such Lender Party's
rights and obligations under this Agreement and (v) no participant under any
such participation shall have any right to approve any amendment or waiver of
any provision of any Loan Document, or any consent to any departure by any Loan
Party therefrom, except to the extent that such amendment, waiver or consent
would reduce the principal of, or interest on, the Notes, or any fees or other
amounts payable hereunder, in each case to the extent subject to such
participation, postpone any date fixed for any payment of principal of, or
interest on, the Notes or any fees or other amounts payable hereunder, in each
case to the extent subject to such participation, or release all or
substantially all of the Collateral.

(h)     Any Lender Party may, in connection with any assignment
or participation or proposed assignment or participation pursuant to this
Section 8.7, disclose to the assignee or participant or proposed assignee or
participant, any information relating to the Borrower furnished to such Lender
Party by or on behalf of the Borrower; provided, however, that, prior to any
such disclosure, the assignee or participant or proposed assignee or participant
shall agree to preserve the confidentiality of any Confidential Information
received by it from such Lender Party.

(i)     In addition to the assignment mechanics set forth in
Sections 8.7(a) through (f), any Lender Party, (a "Granting Lender") may grant
to a special purpose funding vehicle identified as such in writing from time to
time by the Granting Lender to the 

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Administrative Agent and the Borrower (an "SPC") the option to provide all or
any part of any Advance that such Granting Lender would otherwise be obligated
to make pursuant to this Agreement, provided that (i) nothing herein shall
constitute a commitment by any SPC to fund any Advance, and (ii) if an SPC
elects not to exercise such option or otherwise fails to make all or any part of
such Advance, the Granting Lender shall be obligated to make such Advance
pursuant to the terms hereof. The making of an Advance by an SPC hereunder shall
utilize the Commitment of the Granting Lender to the same extent, and as if,
such Advance were made by such Granting Lender. Each party hereto hereby agrees
that (i) no SPC shall be liable for any indemnity or similar payment obligation
under this Agreement for which a Lender Party would otherwise be liable and (ii)
no SPC shall be entitled to the benefits of Sections 2.10 and 2.12 (or any other
increased costs protection provision). Notwithstanding anything to the contrary
contained in this Agreement, any SPC may (i) with notice to, but without prior
consent of, the Borrower, the Syndication Agent and the Administrative Agent and
with the payment of a processing fee of $500, assign all or any portion of its
interest in any Advance to the Granting Lender and (ii) disclose on a
confidential basis any non-public information relating to its funding of
Advances to any rating agency, commercial paper dealer or provider of any surety
or guarantee or credit or liquidity enhancement to such SPC. This subsection
8.7(h) may not be amended without the prior written consent of each Granting
Lender, all or any part of whose Advances are being funded by the SPC at the
time of such amendment. For the avoidance of doubt, with respect to the Agents,
the other Lender Parties and the Borrower, the Granting Lender shall for all
purposes, including the approval of any amendment or waiver of any provision of
any Loan Document or the obligation to pay any amount otherwise payable by the
Granting Lender under the Loan Documents, be the Lender Party of record
hereunder.

(j)     Notwithstanding any other provision set forth in this
Agreement, any Lender Party may at any time create a security interest in all or
any portion of its rights under this Agreement (including the Advances owing to
it and the Note or Notes held by it, if any) in favor of any Federal Reserve
Bank in accordance with Regulation A of the Board of Governors of the Federal
Reserve System.

(k)     Any Lender that is a fund that invests in bank loans may
pledge all or any portion of the Advances owing to it and the Note or Notes, if
any, held by it to the trustee for holders of obligations owed, or securities
issued, by such fund as security for such obligations or securities; provided,
that unless and until such trustee actually becomes a Lender in compliance with
the other provisions of this Section 8.7, (i) no such pledge shall release the
pledging Lender from any of its obligations under the Loan Documents and (ii)
such trustee shall not be entitled to exercise any of the rights of a Lender
under the Loan Documents even though such trustee may have acquired ownership
rights with respect to the pledged interest through foreclosure or otherwise.

SECTION 8.8. EXECUTION IN COUNTERPARTS. This Agreement may be
executed in any number of counterparts and by different 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. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of an original executed
counterpart of this Agreement.

SECTION 8.9. NO LIABILITY OF THE ISSUING BANKS. The Borrower
assumes all risks of the acts or omissions of any beneficiary or transferee of
any Letter of Credit with respect to its use of such Letter of Credit. Neither
any Issuing Bank nor any of its officers or directors shall be liable or
responsible for: (a) the use that may be made of any Letter of Credit or any
acts or omissions of any beneficiary or transferee in connection therewith; (b)
the validity, sufficiency 

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or genuineness of documents, or of any endorsement thereon, even if such
documents should prove to be in any or all respects invalid, insufficient,
fraudulent or forged; (c) payment by such Issuing Bank against presentation of
documents that do not comply with the terms of a Letter of Credit, including
failure of any documents to bear any reference or adequate reference to the
Letter of Credit; or (d) any other circumstances whatsoever in making or failing
to make payment under any Letter of Credit, except that the Borrower shall have
a claim against such Issuing Bank, and such Issuing Bank shall be liable to the
Borrower, to the extent of any direct, but not consequential, damages suffered
by the Borrower that the Borrower proves were caused by (i) such Issuing Bank's
willful misconduct or gross negligence as determined in a final, non-appealable
judgment by a court of competent jurisdiction in determining whether documents
presented under any Letter of Credit comply with the terms of the Letter of
Credit or (ii) such Issuing Bank's willful failure to make lawful payment under
a Letter of Credit after the presentation to it of a draft and certificates or
other document strictly complying with the terms and conditions of the Letter of
Credit. In furtherance and not in limitation of the foregoing, such Issuing Bank
may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary.

SECTION 8.10. CONFIDENTIALITY. Neither any Agent nor any Lender
Party shall disclose any Confidential Information to any Person without the
consent of the Borrower, other than (a) to such Agent's or such Lender Party's
Affiliates and their officers, directors, employees, agents and advisors, to
Approved Funds and to actual or prospective Eligible Assignees and participants,
and then only on a confidential basis, (b) as required by any law, rule or
regulation or judicial process, (c) as requested or required by any state,
federal or foreign authority or examiner, including the National Association of
Insurance Commissioners or any similar organization or quasi-regulatory
authority regulating such Lender Party, (d) to any rating agency when required
by it, provided that, prior to any such disclosure, such rating agency shall
undertake to preserve the confidentiality of any Confidential Information
relating to the Loan Parties received by it from such Lender Party and (e) to
any direct or indirect contractual counterparty in swap agreements or such
contractual counterparty's professional advisor (so long as such contractual
counterparty or professional advisor to such contractual counterparty agrees to
be bound by the provisions of this Section 8.10).

SECTION 8.11. RELEASE OF COLLATERAL. Upon the sale, lease,
transfer or other disposition of any item of Collateral of any Loan Party in
accordance with the terms of the Loan Documents, the Collateral Agent will, at
the Borrower's expense, execute and deliver to such Loan Party such documents as
such Loan Party may reasonably request to evidence the release of such item of
Collateral from the assignment and security interest granted under the
Collateral Documents in accordance with the terms of the Loan Documents.

SECTION 8.12. JURISDICTION, ETC.

(a)     Each of the parties hereto hereby irrevocably and
unconditionally submits, for itself and its property, to the nonexclusive
jurisdiction of any New York State court or federal court of the United States
of America sitting in New York City, and any appellate court from any thereof,
in any action or proceeding arising out of or relating to this Agreement or any
of the other Loan Documents to which it is a party, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in any such New York State court or, to
the extent permitted by law, in such federal court. Each of the parties hereto
agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Nothing in this Agreement shall affect any
right that any party may otherwise have to bring any 

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action or proceeding relating to this Agreement or any of the other Loan
Documents in the courts of any jurisdiction.

(b)     Each of the parties hereto irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do
so, any objection that it may now or hereafter have to the laying of venue of
any suit, action or proceeding arising out of or relating to this Agreement or
any of the other Loan Documents to which it is a party in any New York State or
federal court. Each of the parties hereto hereby irrevocably waives, to the
fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.

SECTION 8.13. GOVERNING LAW. This Agreement and the Notes shall
be governed by, and construed in accordance with, the laws of the State of New
York.

SECTION 8.14. WAIVER OF JURY TRIAL. Each of the Borrower, the
Agents and the Lender Parties irrevocably waives all right to trial by jury in
any action, proceeding or counterclaim (whether based on contract, tort or
otherwise) arising out of or relating to any of the Loan Documents, the Advances
or the actions of any Agent or any Lender Party in the negotiation,
administration, performance or enforcement thereof.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their respective officers thereunto duly authorized, as of the
date first above written.

AMKOR TECHNOLOGY, INC.

By:       Kenneth T. Joyce
Title: Vice President

CITICORP USA, INC.,
as Administrative Agent and Collateral Agent

By:       Johnathon Kim
Title: Vice President

SALOMON SMITH BARNEY INC.,
as Sole Book Manager and Arranger

By:       Johnathon Kim
Title: Vice President

DEUTSCHE BANC ALEX.BROWN INC.,
as Syndication Agent and Arranger

By:       Kate W. Cook
Title: Managing Director

By:       George C. Hartmann, Jr.
Title: Managing Director

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LENDERS:

ABN AMRO BANK N.V.
By:       Richard R. DaCosta
Title: Group Vice President
By:       Natalie M. Smith
Title: Vice President

AERIES FINANCE-II LTD
By: INVESCO Senior Secured Management, Inc.
As Sub-Managing Agent

By:       Joseph Rotondo
Title: Authorized Signatory

AIM FLOATING RATE FUND
By: INVESCO Senior Secured Management, Inc.
As Attorney in Fact

By:       Joseph Rotondo
Title: Authorized Signatory

AMARA-1 FINANCE LTD.
By: INVESCO Senior Secured Management, Inc.
As Sub-advisor

By:       Joseph Rotondo
Title: Authorized Signatory

AMARA-2 FINANCE LTD.
By: INVESCO Senior Secured Management, Inc.
As Sub-advisor

By:       Joseph Rotondo
Title: Authorized Signatory

AMMC CDO I, LIMITED
By: American Money Management Corp.
as Collateral Manager

By:       David P. Meyer
Title: Vice President

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AMMC CDO II, LIMITED
as Collateral Manager

By:       David P. Meyer
Title: Vice President

APEX (IDM) CDO-1, LTD.
By:       John Stelwagon
Title: Director

ARES LEVERAGED INVESTMENT FUND, L.P.
By: ARES Management, L.P.
Its: General Partner

By:       Christopher N. Jacobs
Title: Authorized Signatory

ARES LEVERAGED INVESTMENT FUND II, L.P.
By: ARES Management II, L.P.
Its: General Partner

By:       Christopher N. Jacobs
Title: Authorized Signatory

ARES III CLO Ltd..
By: ARES CLO Management, L.P.
Investment Manager

By:       Christopher N. Jacobs
Title: Authorized Signatory

ARES IV CLO LTD.
By: Ares CLO Management IV, L.P.
Investment Manager

By: Ares CLO GP IV, LLC,
Its Managing Member

By:       Christopher N. Jacobs
Title: Authorized Signatory

AVALON CAPITAL LTD.
By:  INVESCO Senior Secured Management, Inc.
As Portfolio Advisor

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By:       Joseph Rotondo
Title: Authorized Signatory

AVALON CAPITAL LTD. 2
By:  INVESCO Senior Secured Management, Inc.
As Portfolio Advisor

By:       Joseph Rotondo
Title: Authorized Signatory

BANK OF AMERICA
as Initial Lender

By:       Sugeet Manchanda
Title: Principal

BANK OF TOKYO MITSUBISHI TRUST
as Initial Lender

By:       Heather T. Zimmermann
Title: Vice President

BANKERS TRUST COMPANY

By:       Mary Jelly
Title: Authorized Signatory

BARCLAYS BANK PLC
as Initial Lender

By:       John Giannone
Title: Director

BAVARIA TRR CORPORATION
as Initial Lender

By:       Lori Rezza
Title: Vice President

BLACK DIAMOND CLO 1998-1 LTD.

By:       David Egglishaw
Title: Authorized Signatory

100

102

BLACK DIAMOND CLO 2000-1 LTD.

By:       David Dyer
Title: Authorized Signatory

BLACK DIAMOND INTERNATIONAL FUNDING, LTD.

By:       David Dyer
Title: Authorized Signatory

BNP PARIBAS
as Initial Lender

By:       Jean Plassard
Title: Managing Director
By:       Stephanie Reyes
Title: Associate

CAPTIVA FINANCE LTD.
as Initial Lender

By:       David Dyer
Title: Director

CENTURION CDO II, LTD.
By: American Express Asset Management
Group Inc. as Collateral Manager

By:       Michael M. Leyland
Title: Managing Director

CERES II FINANCE LTD.
By: INVESCO Senior Secured Management, Inc
As Sub-Managing Agent (Financial)

By:       Joseph Rotondo
Title: Authorized Signatory

CHARTER VIEW PORTFOLIO
By: INVESCO Senior Secured Management, Inc
As Investment Advisor

By:       Joseph Rotondo
Title: Authorized Signatory

101

103

CITIBANK, N.A.
as Initial Lender

By:       Suzanne Crymes
Title: Vice President

CITIBANK N.A.
as Additional Investment Manager for and on Behalf 
of FIVE FINANCE CORPORATION
as a Lender

By:       Mike Regan
Title: Authorized Signatory
By:       Maura K. Connor
Title: Vice President

CITADEL HILL 2000 LTD.
as Initial Lender

By:       S. Lockhart
Title: Authorized Signatory

COLISEUM FUNDING LTD.
By: Travelers Asset Management
International Company LLC

By:       Matthew J. McInerny
Title: Assistant Investment Officer

COLUMBUS LOAN FUNDING LTD.
By: Travelers Asset Management
International Company LLC

By:       Matthew J. McInerny
Title: Assistant Investment Officer

COMERICA BANK

By:       Robert P. Wilson
Title: Assistant Vice President

102

104

CYPRESSTREE INVESTMENT PARTNERS I, LTD.,
By: CypressTree Investment Management
Company, Inc., as Portfolio Manager

By:       P. Jeffrey Huth
Title: Principal

CYPRESSTREE INVESTMENT PARTNERS II, LTD.,
By: CypressTree Investment Management
Company, Inc., as Portfolio Manager

By:       P. Jeffrey Huth
Title: Principal

CYPRESSTREE INVESTMENT MANAGEMENT 
COMPANY, INC.
As: Attorney-in-Fact and on behalf of First Allmerica
Financial Life Insurance Company as Portfolio 
Manager

By:       P. Jeffrey Huth
Title: Principal

NORTH AMERICAN SENIOR FLOATING RATE FUND
By: CypressTree Investment Management Company, 
Inc. as Portfolio Manager

By:       P. Jeffrey Huth
Title: Principal

ELC (CAYMAN) Ltd.
CDO Series 1999-I

By:       John Stelwagon
Title: Director

ELC (CAYMAN) Ltd.1999-III

By:       John Stelwagon
Title: Director

103

105

ERSTE Bank
as Initial Lender

By:       John Fay
Title: Vice President
By:       John S. Runnion
Title: Managing Director

FIRST UNION NATIONAL BANK

By:       Jorge A. Gonzalez
Title: Senior Vice President

FREMONT INVESTMENT & LOAN

By:       Mark Brewer
Title: Vice President

GALAXY CLO 1999-1, LTD.
as Initial Lender
By: SAI Investment Advisor,Inc.
its Collateral Manager

By:       Thomas G. Brandt
Title: Authorized Agent

HARBOURVIEW CDO II, LTD.

By:       David Foxhouen
Title: D.V.P.

IBM CREDIT CORPORATION

By:       Thomas S. Curcio
Title: Manager of Credit,  Commercial
and Specialty Financing

IKB CAPITAL CORPORATION
as Lender

By:       David Snyder
Title: President

104

106

J.H. WHITNEY MARKET VALUE FUND, L.P.
By: Whitney Market Value GP, LLC,
General Partner

By:       Michael B. DeFlorio
Title: Managing Director

KEYBANK NATIONAL ASSOCIATION

By:       Jeff Kalinowski
Title: Vice President

KZH CYPRESSTREE-1 LLC

By:       Kimberly Rowe
Title: Authorized Agent

KZH SHOSHONE LLC

By:       Kimberly Rowe
Title: Authorized Agent

KZH SOLEIL LLC

By:       Kimberly Rowe
Title: Authorized Agent

KZH SOLEIL-2  LLC

By:       Kimberly Rowe
Title: Authorized Agent

KZH STEALING LLC

By:       Kimberly Rowe
Title: Authorized Agent

LIBERTY-STEIN ROE ADVISOR FLOATING RATE 
ADVANTAGE FUND 
by Stein Roe & Farmham Incorporated
as Advisor

By:       Brian W. Good
Title: Sr. Vice President & Portfolio
Manager

105

107

LONG LANE MASTER TRUST IV
By: Fleet National Bank as Trust Administrator

By:       Renee Nadler
Title: Authorized Signatory

MASTER SENIOR FLOATING RATE TRUST

By:       Joseph Matteo
Title: Authorized Signatory

MERRILL LYNCH GLOBAL INVESTMENT SERIES: 
BANK LOAN INCOME PORTFOLIO
By: Merrill Lynch Investment Managers, L.P.
as Investment Advisor

By:       Joseph Matteo
Title: Authorized Signatory

MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.

By:       Joseph Matteo
Title: Authorized Signatory

METROPOLITAN PROPERTY AND CASUALTY 
INSURANCE COMPANY

By:       James R. Dingler
Title: Director

ML CLO XII PILGRIM AMERICA (CAYMAN) LTD.
By: ING Pilgrim Investment
as its investment manager

By:       Charles E. LeMiuex, CFA
Title: Vice President

106

108

ML CLO XX PILGRIM AMERICA (CAYMAN) LTD.
By: ING Pilgrim Investment
as its investment manager

By:       Charles E. LeMiuex, CFA
Title: Vice President

MOUNTAIN CAPITAL CLO II LTD.,
as Initial Lender

By:       Darren P. Riley
Title: Authorized Signatory

NORTHWOODS CAPITAL II, LIMITED
By: Angelo, Gordon & Co., L.P., as Collateral 
Manager

By:       John W. Fraser
Title: Managing Director

OASIS COLLATERALIZED HIGH INCOME PORTFOLIO-1 LTD.
By: INVESCO Senior Secured Management, Inc
as Subadvisor

By:       Joseph Rotondo
Title: Authorized Signatory

OCTAGON INVESTMENT PARTNERS II, LLC
By: Octagon Investment Partners II, LLC
as sub-investment manager

By:       Michael B. Nechamkin
Title: Portfolio Manager

OCTAGON INVESTMENT PARTNERS III, LLC
By: Octagon Credit Investors, LLC
as portfolio manager

By:       Michael B. Nechamkin
Title: Portfolio Manager

107

109

OPPENHEIMER SENIOR FLOATING RATE FUND
as Initial Lender [and Initial Issuing Bank]

By:       David Foxhuren
Title: A.V.P.

OSPREY INVESTMENTS PORTFOLIO
By: Citibank, N.A., as Manager

By:       Mike Regan
Title: Authorized Signatory

PILGRIM AMERICA HIGH INCOME INVESTMENTS INC. LTD.
By: ING Pilgrim Investments
as its investment manager

By:       Charles E. LeMieux, CFA
Title: Vice President

PILGRIM CLO 1999-1 LTD.
By: ING Pilgrim Investments
as its investment manager

By:       Charles E. LeMieux CFA
Title: Vice President

PNC BANK, NATIONAL ASSOCIATION
as Initial Lender [and Initial Issuing Bank]

By:       Forrest B. Patterson, Jr.
Title: Vice President

PROMETHEUS INVESTMENT FUNDING NO.1 LTD.
By: CPF Asset Advisory, L.P. as Investment Manager
as Initial Lender

By:       Timothy L. Harrod
Title: Director
By:       Steven Simons
Title: Associate Director

108

110

Sankaty Advisors, LLC as Collateral Manager for 
GREAT POINT CLO 1999-1
CLO 1999-1 LTD.,
as Term lender

By:       Jonathan Lavine
Title: Managing Director

SANKATY HIGH YIELD PARTNERS II, L.P.

By:       Jonathan Lavine
Title: Managing Director

SANKATY HIGH YIELD ASSET PARTNERS L.P.

By:       Jonathan Lavine
Title: Managing Director

SEABOARD CLO 2000 LTD.
as Initial Lender [and Initial Issuing Bank]

By:       Sheppard Davis
Title: Authorized Signatory

SEQUILS PILGRIM-1 LTD.
By: ING Pilgrim Investments
as its investment manager

By:       Charles E LeMieux, CFA
Title: Vice President

SIERRA CLO-I
as Initial Lender

By:       John M. Casparian
Title: Chief Operating Officer
Centre Pacific LLC, Manager

SOCIETE GENERALE

By:       Cynthia Jay
Title: Managing Director

109

111

STANFIELD CLO LTD.
By: Stanfield Capital Partners LLC
as its collateral manager

By:       Christopher A. Bondy
Title: Partner

STANFIELD/RMF TRANSATLANTIC CDO LTD.
By: Stanfield Capital Partners LLC
as its collateral manager

By:       Christopher A. Bondy
Title: Partner

STRATEGIC MANAGED LOAN PORTFOLIO

By: Citibank, N.A., as manager

By:       Mike Regan
Title: Authorized Signatory

THE BANK OF NOVA SCOTIA

By:       Todd Heuer
Title: Managing Director

THE FUJI BANK, LIMITED,
as Initial Lender

By:       Nobuoki Kioka
Title: Vice President

THE INDUSTRIAL BANK OF JAPAN

By:       Kennetth Biegen
Title: Senior Vice President

THE SUMITOMO TRUST AND BANKING CO., LTD.

By:       Stephen A. Stratico
Title: Vice President

110

112

THE TRAVELERS INSURANCE COMPANY

By:       Matthew J. McInerny
Title: Assistant Investment Officer

TORONTO DOMINION (NEW YORK), INC.
as Initial Lender

By:       Stacey L. Malek
Title: Vice President

TYRON CLO LTD. 2000-1

By:       John Stelwagon
Title: Director

WINDSOR LOAN FUNDING, LIMITED
By: Stanfield Capital Partners LLC
as its Investment Manager

By:       Christopher A. Bondy
Title: Partner

111

113
TABLE OF CONTENTS

Page
----

Article I   Definitions And Accounting Terms...........................................2          

Section 1.1.   Certain Defined Terms ......................................2

Section 1.2.   Computation of Time Periods; Other Definitional Provisions 31

Section 1.3.   Accounting Terms ..........................................31

Article II  Amounts and Terms of the Advances and the Letters of Credit...............32

Section 2.1.   The Advances and the Letters of Credit ....................32

Section 2.2.   Making the Advances .......................................33

Section 2.3.   Issuance of and Drawings and Reimbursement Under Letters
of Credit .................................................34

Section 2.4.   Repayment of Advances .....................................36

Section 2.5.   Termination or Reduction of the Commitments ...............38

Section 2.6.   Prepayments ...............................................38

Section 2.7.   Interest ..................................................40

Section 2.8.   Fees ......................................................41

Section 2.9.   Conversion of Advances ....................................41

Section 2.10.  Increased Costs, Etc. .....................................42

Section 2.11.  Payments and Computations .................................43

Section 2.12.  Taxes .....................................................45

Section 2.13.  Sharing of Payments, Etc. .................................47

Section 2.14.  Use of Proceeds ...........................................48

Section 2.15.  Defaulting Lenders ........................................48

Section 2.16.  Evidence of Debt ..........................................50

Section 2.17.  Increase in the Aggregate Commitments .....................51

Article III Conditions of Lending and Issuances of Letters of Credit..................52

Section 3.1.   Conditions Precedent to the Effectiveness of this 
Agreement .................................................52

Section 3.2.   Conditions Precedent to Each Borrowing and Issuance 
and Renewal ...............................................54

Section 3.3.   Determinations Under Section 3.1 ..........................55

Article IV  Representations and Warranties............................................55

Section 4.1.   Representations and Warranties of the Borrower.............55

Article V   Covenants of the Borrower.................................................61

Section 5.1.   Affirmative Covenants .....................................61

Section 5.2.   Negative Covenants ........................................67

i

114

TABLE OF CONTENTS
(CONTINUED)

Page
----

Section 5.3.   Reporting Requirements ....................................76

Section 5.4.   Financial Covenants .......................................79

Article VI  Events of Default.........................................................81

Section 6.1.   Events of Default .........................................81

Section 6.2.   Actions in Respect of the Letters of Credit upon Default ..83

Article VII   The Agents .............................................................84

Section 7.1.   Authorization and Action ..................................84

Section 7.2.   Agents' Reliance, Etc. ....................................84

Section 7.3.   CUSA, SSBI, DBAB and Their Affiliates .....................84

Section 7.4.   Lender Party Credit Decision ..............................85

Section 7.5.   Indemnification ...........................................85

Section 7.6.   Successor Administrative Agent and Collateral Agent .......86

Article VIII Miscellaneous............................................................87

Section 8.1.   Amendments, Etc. ..........................................87

Section 8.2.   Notices, Etc. .............................................88

Section 8.3.   No Waiver; Remedies .......................................89

Section 8.4.   Costs and Expenses ........................................89

Section 8.5.   Right of Set-off ..........................................90

Section 8.6.   Binding Effect ............................................90

Section 8.7.   Assignments and Participations ............................91

Section 8.8.   Execution in Counterparts .................................94

Section 8.9.   No Liability of the Issuing Banks .........................94

Section 8.10.  Confidentiality ...........................................95

Section 8.11.  Release of Collateral .....................................95

Section 8.12.  Jurisdiction, Etc. ........................................95

Section 8.13.  Governing Law .............................................96

Section 8.14.  Waiver of Jury Trial ......................................96

ii

115

TABLE OF CONTENTS
(CONTINUED)

Schedule I              -     Commitments and Applicable Lending Offices
Schedule II             -     Intercompany Guarantors
Schedule III            -     Local Counsel
Schedule 4.1(b)         -     Subsidiaries
Schedule 4.1(d)         -     Authorizations, Approvals, Actions, Notices and Filings
Schedule 4.1(o)         -     Plans, Multiemployer Plans and Welfare Plans
Schedule 4.1(q)         -     Open Years; Unpaid Tax Liabilities;
Schedule 4.1(s)         -     Existing Debt
Schedule 4.1(t)         -     Owned Real Property
Schedule 4.1(u)         -     Leased Real Property
Schedule 4.1(v)         -     Investments
Schedule 4.1(w)         -     Intellectual Property
Schedule 4.1(y)         -     Liens
Schedule 5.2(p)         -     New Subsidiaries

Exhibit A-1             -     Form of Term B Note
Exhibit A-2             -     Form of Revolving Credit Note
Exhibit B               -     Form of Notice of Borrowing
Exhibit C               -     Form of Assignment and Acceptance
Exhibit D               -     Form of Borrowing Base Certificate

iii

116

SCHEDULE II TO THE
CREDIT AGREEMENT

INTERCOMPANY GUARANTORS

------------------------------------------------------------ 
GUARDIAN ASSETS, INC.
------------------------------------------------------------
AMKOR/ANAM ADVANCED PACKAGING, LLC
------------------------------------------------------------
AMKOR/ANAM PILIPINAS, LLC
------------------------------------------------------------
FIRST AMKOR CAYMANS, INC.
------------------------------------------------------------
AMKOR TECHNOLOGY LIMITED
------------------------------------------------------------
P-FOUR, INC
------------------------------------------------------------
AMKOR INTERNATIONAL HOLDINGS, LTD.
------------------------------------------------------------
AMKOR ASSEMBLY & TEST SHANGHAI (CHINA)
------------------------------------------------------------
AMKOR TECHNOLOGY JAPAN, K.K.
------------------------------------------------------------

117

SCHEDULE III TO THE
CREDIT AGREEMENT

LOCAL COUNSEL

Kim & Chang - Korea

Maples and Calder - Cayman Islands

Quarles & Brady Streich Lang LLP- Arizona

118

SCHEDULE 4.1(b) TO THE
CREDIT AGREEMENT

SUBSIDIARIES

NAME                                     JURISDICTION                  OWNERSHIP
----                                     ------------                  ---------

Guardian Assets, Inc.                    Delaware Corporation          100% Amkor Technology,
Inc.

Amkor Wafer Fabrication Services,        French Company                100% Amkor Technology,
S.A.R.L.                                                               Inc.

Amkor Technology Japan, K.K.             Japanese Corporation          100% Guardian Assets,
Inc.

Amkor International Holdings, Ltd.       Cayman Islands Company        100% Guardian Assets,
Inc.

Amkor Technology Euro Services,          French Company                100% Guardian Assets,
S.A.R.L.                                                               Inc.

First Amkor Caymans, Inc.                Cayman Islands Company        100% Amkor International
Holdings, Inc.

Amkor Technology Limited                 Cayman Island Company         100% First Amkor
Caymans, Inc.

P-Four, Inc.                             Philippines Corp.             100% First Amkor
Caymans, Inc.

Amkor Technology Korea, Inc.             Korean Corp.                  100% Amkor Technology
Limited

Amkor Assembly & Test Shanghai (China)   China Company                 100% Amkor Technology,
Inc.

Amkor Technology Hong Kong. Ltd.         Hong Kong Company             100% Amkor Technology,
Inc.

Amkor/Anam Advanced Packaging, LLC       Philippines Corp. Packaging   40% Amkor Technology
Limited/ 60% P-Four, Inc.

Amkor/Anam Philipinas, LLC               Philippines Corp.             40% Amkor Technology
Limited/ 60% P-Four, Inc.

119

SCHEDULE 4.1(d) TO THE
CREDIT AGREEMENT

AUTHORIZATION, APPROVALS, ACTIONS, NOTICES AND FILINGS

None.

120

SCHEDULE 4.1(o) TO THE
CREDIT AGREEMENT

PLANS, MULTIEMPLOYER PLANS AND WELFARE PLANS

None.

121

SCHEDULE 4.1(q) TO THE
CREDIT AGREEMENT

PART I

OPEN YEAR

-----------------------------------------------------------------------------------------------
LOAN PARTY OR SUBSIDIARY NAME                 JURISDICTION             TAXABLE YEAR
-----------------------------------------------------------------------------------------------

Amkor Technology, Inc.                        U.S.                     1998, 1999, 2000
-----------------------------------------------------------------------------------------------
Guardian Assets, Inc.                         U.S.                     1998, 1999, 2000
-----------------------------------------------------------------------------------------------
Amkor Receivables, Inc.                       U.S.                     1998, 1999, 2000
-----------------------------------------------------------------------------------------------
Amkor Technology Inventory Company            U.S.                     1998, 1999, 2000*
-----------------------------------------------------------------------------------------------
AK Industries, Inc.                           U.S.                     1998, 1999, 2000*
-----------------------------------------------------------------------------------------------
P1 - Amkor Anam Pilipinas, Inc.               Philippines              1994, 1997, 1998,
1999, 2000
-----------------------------------------------------------------------------------------------
P2 - Amkor Anam Pilipinas, Inc.               Philippines              1997, 1998
(Note:  P2 merged with P1 in Dec. 1, 1998)    
-----------------------------------------------------------------------------------------------
P3 - Amkor Anam Advanced Packaging, Inc.      Philippines              1997, 1998, 1999, 2000
-----------------------------------------------------------------------------------------------
Amkor Precision Machine Co.                   Philippines              1997, 1998, 1999
-----------------------------------------------------------------------------------------------
Amkor Technology Korea, Inc.                  Korea                    1999, 2000
-----------------------------------------------------------------------------------------------
Amkor Technology Euro Services, S.A.R.L.      France                   1996, 1997, 1998, 1999,
2000
-----------------------------------------------------------------------------------------------
Amkor Technology Euroservices, Inc. Branch    UK                       1997, 1998, 1999, 2000
-----------------------------------------------------------------------------------------------
Amkor Technology Japan, K.K.                  Japan                    1999, 2000
-----------------------------------------------------------------------------------------------
Amkor Technology Hong Kong, Ltd.              Hong Kong                2000
-----------------------------------------------------------------------------------------------
Amkor Technology Singapore Branch             Singapore                1999, 2000
-----------------------------------------------------------------------------------------------
P-Four, Inc.                                  Philippines              1997, 1998, 1999, 2000
-----------------------------------------------------------------------------------------------
Amkor Wafer Fabrication Services, S.A.R.L.    France                   1997, 1998, 1999, 2000
-----------------------------------------------------------------------------------------------
Amkor Iwate, K.K.                             Japan                    2000
-----------------------------------------------------------------------------------------------

* No activity in 2000 - dissolved January 1, 2001.

PART II

ADJUSTMENTS TO FEDERAL TAX LIABILITY

-----------------------------------------------------------------------------------------------
Interest and Penalties
Loan Party or Subsidiary Name       Jurisidiction    Taxable Year    due
-----------------------------------------------------------------------------------------------

None
-----------------------------------------------------------------------------------------------

122

SCHEDULE 4.1(s) TO THE
CREDIT AGREEMENT

EXISTING DEBT

-----------------------------------------------------------------------------------------------------
Type of Debt                                                        Amount of Debt
-----------------------------------------------------------------------------------------------------

Senior Notes Due February 2008                                      $500,000,000
-----------------------------------------------------------------------------------------------------
Senior Notes, 9.25%, Due May 2006                                   $425,000,000
-----------------------------------------------------------------------------------------------------
Senior Subordinated Notes, 10.5%, Due May 2009                      $200,000,000
-----------------------------------------------------------------------------------------------------
Convertible, Subordinated Notes, 5.75%, Due May 2003                $50,463,000
-----------------------------------------------------------------------------------------------------
Convertible, Subordinated Notes, 5.00%, Due March 2007              $258,750,000
-----------------------------------------------------------------------------------------------------
Note Payable, interest as bank's prime, due in installments with 
balance Due April 2004                                              $11,472,000
** Loan balance paid down during April 2000
-----------------------------------------------------------------------------------------------------
Other Long Term Debt                                                $463,000
-----------------------------------------------------------------------------------------------------
TOTAL LONG-TERM DEBT                                                $1,446,148,000
-----------------------------------------------------------------------------------------------------

123

SCHEDULE 4.1(t) TO THE
CREDIT AGREEMENT

OWNED REAL PROPERTY

1.    1990 South Prince Road, Chandler, AZ  85248
---------------------------------------------------

Personal Property                   $1,900,747

Equipment Data Processing           $7,960,079

Building                            $5,000,000

2.    3200 W. Germann Road, Chandler, AZ  85248
---------------------------------------------------

Personal Property                   $4,265,350

Electronic Data Processing          $8,314,137

Equipment                           $4,500,000

Building                            $13,700,000

124

SCHEDULE 4.1(u) TO THE
CREDIT AGREEMENT

LEASED REAL PROPERTY

1.    1345 Enterprise Drive, Westchester, PA  19380
---------------------------------------------------

Personal Property                   $1,147,773
Electronic Data Processing          $9,276,484

Lessor--The Kim Trusts
Lessee--Amkor Technology, Inc.
Term--10/1/96 thru 9/30/06
Monthly Rent--$68,537.09

2.    6363 North State Highway 161, Irving, TX  75038
---------------------------------------------------

Personal Property                   $293,386
Electronic Data Processing          $741,727

Lessor--Grubb & Ellis Management Services, Inc.
Lessee--Amkor Technology, Inc.
Term--12/1/99 thru 11/30/04
Monthly Rent--$36,444.83

3.    515 Congress Ave., Austin, TX  78701
---------------------------------------------------

Personal Property                   $125,264
Electronic Data Processing          $40,755

Lessor--Hines Interest Ltd. Partnership
Lessee--Amkor Technology, Inc.
Term--8/1/98 thru 7/31/02
Monthly Rent--$2,103.75

4.    2127 Ringwood Ave., San Jose, CA  95131
----------------------------------------------------------

Personal Property                   $188,882
Electronic Data Processing          $97,782

Lessor--The Realty Associates Fund III, L.P., c/o
Insignia/ESG
Lessee--Amkor Technology, Inc.
Term--12/1/99 thru 11/30/04
Monthly Rent--$37,515.30

125

5.    Amkor Technology Wafer Fabrication Services
720 Park Blvd., Suite 230, Boise, ID  83712
----------------------------------------------------------

Personal Property                   $375,752
Electronic Data Processing          $3,911,574

Lessor--MK Plaza Trust c/o American Resurgens Mgmt. Corp.
Lessee--Amkor Technology, Inc.
Term--9/1/97 thru 9/1/00
Monthly Rent--$6,186.67

6.    Amkor Technology (Wafer Fabrication Office Included)
3945 Freedom Circle, Suite 800, 830, 860, 890 & 910 Santa Clara, CA
-------------------------------------------------------------------

Personal Property                   $1,358,513
Electronic Data Processing          $7,498,947

Lessor--McCandless Management Corporation
Lessee--Amkor Technology, Inc.
Term--4/29/97 thru 11/18/01
Monthly Rent--$79,320.80

126

SCHEDULE 4.1(v) TO THE
CREDIT AGREEMENT

EXISTING INVESTMENTS

-----------------------------------------------------------------------------------------------------
Issuer and Description                      Maturity Date               Amount
-----------------------------------------------------------------------------------------------------

Anam Semiconductor, Inc.                     Not Available             $36,327,000
-----------------------------------------------------------------------------------------------------
JP Morgan Institutional Prime Money Market              On Demand               $38,074,000
-----------------------------------------------------------------------------------------------------
Merrill Lynch Premier- Institutional Fund               On Demand               $75,460,000
-----------------------------------------------------------------------------------------------------
Taiwan Semiconductor Technology                  Not Available             $18,045,000
-----------------------------------------------------------------------------------------------------
Tessera, Inc.                           Not Available             $2,500,000
-----------------------------------------------------------------------------------------------------
Miscellaneous other investments                  Not Available             $2,406,000
-----------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS:                                                                 $172,812,000
-----------------------------------------------------------------------------------------------------

127

SCHEDULE 4.1(w) TO THE
CREDIT AGREEMENT

INTELLECTUAL PROPERTY

Amkor Issued Patents (US)
---------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------
#       Patent Number    Filed      Issued                      Title
---------------------------------------------------------------------------------------------

1       5,173,338 Exp  04/04/1991  12/22/92   Lead Frame Workholder and
Transport Appartus and Method
---------------------------------------------------------------------------------------------
2         5,183,724    12/18/1990  02/02/93   Method of producing a strip of lead
frames for
Integrated circuit dies in a continuous
system
---------------------------------------------------------------------------------------------
3         5,194,695    11/02/1990  03/16/93   Thermoplastic Semiconductor Package
---------------------------------------------------------------------------------------------
4         5,239,806    11/17/1992  08/31/93   Theromplastic Semiconductor Package
and Method of Producing It
---------------------------------------------------------------------------------------------
5         5,269,210    09/23/1991  12/14/93   Slitter machine for use in manufacturing
Semiconductor devices
---------------------------------------------------------------------------------------------
6         5,305,043    08/27/1992  04/19/94   Method of and apparatus for producing a
strip
of lead frames for integrated circuit
dies in a
continuous system
---------------------------------------------------------------------------------------------
7         5,328,870    11/09/1992  07/12/94   Method for forming plastic molded package
with heat sink for integrated circuit
devices
---------------------------------------------------------------------------------------------
8         5,355,283    04/14/1993  10/11/94   Ball grid array with via interconnection
---------------------------------------------------------------------------------------------
9         5,378,869    03/26/1993  01/03/95   Method for forming an integrated circuit
package with via interconnection
---------------------------------------------------------------------------------------------
10         5,381,042    04/19/1994  01/10/95   Packaged integrated circuit including
heat slug having an exposed surface
---------------------------------------------------------------------------------------------
11         5,455,462    11/15/1993  10/03/95   Plastic molded package with heat sink
for integrated circuit devices
---------------------------------------------------------------------------------------------
12         5,471,011    05/25/1994  11/28/95   Homogeneous Thermoplastic SemiConductor
Chip Carrier Package
---------------------------------------------------------------------------------------------
13         5,478,007    05/11/1994  12/26/95   Method for interconnection of integrated
circuit chip and substrate
---------------------------------------------------------------------------------------------
14         5,482,736    08/04/1994  01/09/96   Method for applying flux to ball grid
array package
---------------------------------------------------------------------------------------------

128

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

15         5,482,898    03/27/1995  01/09/96   Method for forming a semiconductor
device having a thermal dissipator and
electromagnetic shielding
---------------------------------------------------------------------------------------------
16         5,483,100    06/02/1992  01/09/96   Integrated circuit package with via
interconnections formed in a substrate
---------------------------------------------------------------------------------------------
18         5,485,037    03/27/1995  01/16/96   Semiconductor device having a thermal
dissipator and electromagnetic shielding
---------------------------------------------------------------------------------------------
17       5,483,740 Exp  11/28/1994  01/16/96   Method of Making Homogeneous
Thermoplastic Semiconductor Chip
Carrier Package
---------------------------------------------------------------------------------------------
19         5,582,772    06/07/1995  12/10/96   Copper oxide-filled polymer die attach
adhesive composition for semiconductor
package
---------------------------------------------------------------------------------------------
20         5,583,378    05/16/1994  12/10/96   Ball grid array integrated circuit
package with thermal conductor
---------------------------------------------------------------------------------------------
21         5,596,485    03/16/1995  01/21/97   Plastic packaged integrated circuit with
heat spreader
---------------------------------------------------------------------------------------------
22         5,629,561    12/12/1995  05/13/97   Semiconductor package with integral heat
dissipator
---------------------------------------------------------------------------------------------
23         5,635,671    03/16/1994  06/03/97   Mold runner removal from a
substrate-based packaged electronic
device
---------------------------------------------------------------------------------------------
24         5,637,273    10/11/1996  06/10/97   Method for molding of integrated circuit
package
---------------------------------------------------------------------------------------------
25         5,641,946    01/18/1996  06/24/97   Method and circuit board structure for
leveling solder balls in ball grid array
semiconductor packages
---------------------------------------------------------------------------------------------
26         5,641,987    06/07/1995  06/24/97   Heat spreader suitable for use in semi-
Conductor packages having different pad
sizes
---------------------------------------------------------------------------------------------
27         5,650,593    02/06/1995  07/22/97   Thermally enhanced chip carrier package
---------------------------------------------------------------------------------------------
28         5,661,338    12/12/1995  08/26/97   Chip mounting plate construction of lead
frame for semiconductor package
---------------------------------------------------------------------------------------------
29         5,672,909    07/29/1996  09/30/97   Interdigitated wirebond programmable
fixed voltage planes
---------------------------------------------------------------------------------------------
30         5,701,034    05/03/1994  12/23/97   Packaged semiconductor die including
heat sink with locking feature
---------------------------------------------------------------------------------------------
31         5,708,567    11/13/1996  01/13/98   Ball grid array semiconductor package
with ring-type heat sink
---------------------------------------------------------------------------------------------
32         5,712,570    09/19/1995  01/27/98   Method for checking a wire bond of a
semiconductor package
---------------------------------------------------------------------------------------------
33         5,722,161    05/01/1996  03/03/98   Method of making a packaged
semiconductor die including heat sink
with locking feature
---------------------------------------------------------------------------------------------
34         5,723,899    08/29/1995  03/03/98   Semiconductor lead frame having
connection
bar and guide rings
---------------------------------------------------------------------------------------------

16

129

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

35         5,729,432    01/18/1996  03/17/98   Ball grid array semiconductor package
with improved dissipation and
dehumidification effect
---------------------------------------------------------------------------------------------
36         5,740,956    12/12/1995  04/21/98   Bonding method for semiconductor chips
---------------------------------------------------------------------------------------------
37         5,767,446    10/24/1996  06/16/98   Printed circuit board having epoxy
barrier around a throughout slot and
ball grid array semiconductor package
---------------------------------------------------------------------------------------------
38         5,795,818    12/06/1996  08/18/98   Integrated circuit chip to substrate
interconnection and method
---------------------------------------------------------------------------------------------
39         5,796,163    05/23/1997  08/18/98   Solder ball joint
---------------------------------------------------------------------------------------------
40         5,807,768    09/04/1996  09/15/98   Method For Fabricating a Heat
Sink-Integrated Semiconductor Package
---------------------------------------------------------------------------------------------
41         5,827,999    11/14/1994  10/27/98   Homogeneous Chip Carrier Package
---------------------------------------------------------------------------------------------
42         5,829,988    11/14/1996  11/03/98   Socket Assembly for Integrated Circuit
Chip Carrier Packager
---------------------------------------------------------------------------------------------
43         5,838,951    08/28/1996  11/17/98   Wafer Map Conversion Method
---------------------------------------------------------------------------------------------
44         5,852,870    04/24/1996  12/29/98   Method of Making a Grid Array Assembly
---------------------------------------------------------------------------------------------
45         5,854,511    11/14/1996  12/29/98   Semiconductor Package Including Heat
Sink With Layered Conductive Plate And
Non-Conductive Tape Bonding To Leads
---------------------------------------------------------------------------------------------
46         5,854,741    05/17/1996  12/29/98   Unit Printed Circuit Board Carrier Frame
For Ball Grid Array Semiconductor
Packages And Method For Fabricating Ball
Grid  Array Semiconductor Packages Using
The Same
---------------------------------------------------------------------------------------------
47         5,858,149    11/14/1996  01/12/99   Process For Bonding Semiconductor Chip
---------------------------------------------------------------------------------------------
48         5,858,815    12/11/1996  01/12/99   Semiconductor Package and Method for
Fabricating the Same
---------------------------------------------------------------------------------------------
Carrier Strip and Molded Flex Circuit
49         5,859,475    04/24/1996  01/12/99   Ball Grid Array
---------------------------------------------------------------------------------------------
50         5,864,470    06/25/1997  01/26/99   Flexible Circuit Board For Ball Grid
Array Semiconductor Package
---------------------------------------------------------------------------------------------
51         5,866,939    12/31/1996  02/02/99   Grid Array Type Lead Frame And Lead End
Grid Array Semiconductor Package
Employing The Same
---------------------------------------------------------------------------------------------
52         5,867,368    09/09/1997  02/02/99   Mounting For A Semiconductor Integrated
Circuit Device
---------------------------------------------------------------------------------------------
53         5,872,399    04/01/1997  02/16/99   Solder Ball Land Metal Structure of Ball
Grid Semiconductor Package
---------------------------------------------------------------------------------------------
55         5,894,008    10/16/1997  04/13/99   A Method for Manufacturing an
Alumina-Silicon Carbide Nanocomposite
---------------------------------------------------------------------------------------------

17

130

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

56         5,897,334    10/15/1997  04/27/99   Method for Reproducing Printed Circuit
Boards For Semiconductor Packages
Including Poor Quality Printed Circuit
Board Units and Methods for Fabricating
Semiconductor Packages Using the
Reproduced Printed Circuit Boards
---------------------------------------------------------------------------------------------
57         5,905,633    12/31/1996  05/18/99   Method of Producing BGA Semiconductor
Packages Using Metal Carrier Frame & BGA
Produced by Such Method
---------------------------------------------------------------------------------------------
58         5,908,317    03/07/1997  06/01/99   Method of Forming Chip Bump Chip Scale
Semiconductor Package, Such Package and
Chip Bump
---------------------------------------------------------------------------------------------
59         5,915,169    12/23/1996  06/22/99   Semiconductor Chip Scale Package and
Method of Producing Such
---------------------------------------------------------------------------------------------
60         5,939,784    09/09/1997  08/17/99   Standing Acoustical Wave Package
---------------------------------------------------------------------------------------------
61         5,949,655    07/17/1998  09/07/99   Mounting Having An Aperture Cover With
Adhesive Locking Features For Flip Chip
---------------------------------------------------------------------------------------------
62         5,950,074    05/26/1998  09/07/99   Method of Making An Integrated Circuit
Package
---------------------------------------------------------------------------------------------
63         5,953,589    08/20/1997  09/14/99   Ball Grid Array Semiconductor Package
With Solder Balls Fused On Printed
Circuit Board
---------------------------------------------------------------------------------------------
64         5,962,810    09/09/1997  10/05/99   Integrated circuit package employing a
transparent encapsulant and a method of
making the package
---------------------------------------------------------------------------------------------
65         5,971,734    09/19/1997  10/26/99   Mold for ball grid array semiconductor
---------------------------------------------------------------------------------------------
66         5,977,624    01/16/1998  11/02/99   Semiconductor Package and Assembly for
Fabricating the Same
---------------------------------------------------------------------------------------------
67         5,981,314    10/31/1996  11/09/99   Near Chip Size Integrated Circuit Package
---------------------------------------------------------------------------------------------
68         5,981,873    05/24/1999  11/09/99   Printed circuit board for ball grid
array semiconductor package and method
for molding ball grid array
semiconductor package using the same
---------------------------------------------------------------------------------------------
69         5,985,695    08/28/1998  11/16/99   Method of making a molded flex circuit
ball grid array
---------------------------------------------------------------------------------------------
70         5,986,334    10/02/1997  11/17/99   Semiconductor Package having light,
thin, simple, and compact structure
---------------------------------------------------------------------------------------------
71         6,013,554    12/30/1998  01/11/00   Method for fabricating an LDD MOS
transistor
---------------------------------------------------------------------------------------------
72         6,020,218    01/26/1998  02/01/00   Method of manufacturing ball grid array
semiconductor package
---------------------------------------------------------------------------------------------
73         6,021,563    06/25/1997  02/08/00   Method for marking poor quality printed
circuit board units of printed circuit
board strip for semiconductor package
---------------------------------------------------------------------------------------------

18

131

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

74         6,028,354    10/14/1997  02/22/00   A microelectronic device package having
a heat sink structure for increasing the
thermal conductivity of the package
---------------------------------------------------------------------------------------------
75         6,034,429    04/18/1997  03/07/00   Method of Making an Integrated Circuit
Package
---------------------------------------------------------------------------------------------
76         6,090,715    12/30/1998  07/18/00   Masking Process for Froming Self-Aligned
Dual Wells or Self-Aligned Field-Doping
Regions
---------------------------------------------------------------------------------------------
77         6,091,141    12/29/1998  07/18/00   Method of Forming Chip Bumps of Bump
Chip Scale Semiconductor Package
---------------------------------------------------------------------------------------------
78         6,092,281    08/28/1998  07/25/00   Electromagnetic Interference Shield
Device and Method
---------------------------------------------------------------------------------------------
79         6,114,217    11/24/1998  09/05/00   Method of Forming Isolation Trenches On A
Semiconductor Substrate
---------------------------------------------------------------------------------------------
80         6,117,193    10/20/1999  09/12/00   Optical Sensor Array Mounting and
Alignment
---------------------------------------------------------------------------------------------
81         6,117,705    03/30/1998  09/12/00   Method of Making Integrated Circuit
Package hHaving Adhesive Bead Supporting
Planar Lid Above Planar Substrates
---------------------------------------------------------------------------------------------
82         6,124,637    09/25/1998  09/26/00   Carrier Strip and Molded Flex Circuit
Ball Grid Array
---------------------------------------------------------------------------------------------
83         6,132,081    12/23/1998  10/17/00   Method of Forming Titanium Silicide by
Heating a Silicon Substrate Having a
Titanium Film and a Method of Making
---------------------------------------------------------------------------------------------
84         6,143,588    10/20/1998  11/07/00   A Method of Making Integrated Circuit
Package Employing a Transparent
Encapsulant
---------------------------------------------------------------------------------------------
85         6,143,981    06/24/1998  11/07/00   Plastic Integrated Circuit Package and
Method and Leadframe for Making the
Package
---------------------------------------------------------------------------------------------
86         6,150,193    05/22/2000  11/21/00   RD Shielded Device
---------------------------------------------------------------------------------------------
87         6,150,709    12/01/1998  11/21/00   Grid Array Type Leadframe Having Lead
Ends in Different Planes
---------------------------------------------------------------------------------------------
88         6,163,463    05/13/1998 12/19/2000  Integrated Circuit Chip to Substrate
Interconnection and Method
---------------------------------------------------------------------------------------------
89         6,198,163    10/18/1999 03/06/2001  Thin Package Integrated Circuit
Including Recessed Heatsink with Exposed
Surface
---------------------------------------------------------------------------------------------
90         6,200,841    12/30/1998 03/07/2001  MOS Transistor That Inhibits
Punchthrough and Method for Fabricating
the Same
---------------------------------------------------------------------------------------------
91         6,201,305    06/09/2000 03/13/2001  Making Solder Ball Mounting Pads on
Substrates
---------------------------------------------------------------------------------------------

19

132

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

92         6,204,131    12/30/1998 03/20/2001  Trench Structure for Isolating
Semiconductor Elements and Method for
Forming the Same
---------------------------------------------------------------------------------------------

Amkor Filed Applications (Foreign)
---------------------------------------------------------------------------------------------
DATE FILED     DOCKET #  TITLE
---------------------------------------------------------------------------------------------

1        03/24/1993        JP     Semiconductor Package with Heat Spreader and
Dissipater
---------------------------------------------------------------------------------------------
2        05/16/1995        JP     Ball Grid Array Integrated Circuit Package With
Thermal Conductor
---------------------------------------------------------------------------------------------
3        04/23/1997        EP     Method of Making Grid Array Assembly
---------------------------------------------------------------------------------------------
4        04/23/1997        JP     Method of Making Grid Array Assembly
---------------------------------------------------------------------------------------------
5        04/23/1997        KR     Grid Array Assembly and Method of Making
---------------------------------------------------------------------------------------------
6        04/23/1997        JP     Molded Flex Circuit Ball Grid Array
---------------------------------------------------------------------------------------------
7        04/23/1997        KR     Molded Flex Circuit Ball Grid Array
---------------------------------------------------------------------------------------------
8        04/23/1997        SG     Molded Flex Circuit Ball Grid Array
---------------------------------------------------------------------------------------------
9        04/27/1997        CA     Method of Making Grid Array Assembly
---------------------------------------------------------------------------------------------
10        05/13/1998        CA     Improved Solder Ball Joint
---------------------------------------------------------------------------------------------
11        05/13/1998        EP     Improved Solder Ball Joint
---------------------------------------------------------------------------------------------
12        05/13/1998        SG     Solder Ball Joint
---------------------------------------------------------------------------------------------
13        09/03/1998        EP     Shielded Surface Accoustical Wave Package
---------------------------------------------------------------------------------------------
14        09/03/1998        JP     Shielded Surface Accoustical Wave Package
---------------------------------------------------------------------------------------------
15        09/03/1998        KR     Shielded Surface Accoustical Wave Package
---------------------------------------------------------------------------------------------
16        09/04/1998        CA     Integrated circuit Package employing a Transparent
Encapsulant
---------------------------------------------------------------------------------------------
17        09/04/1998        EP     Integrated Circuit Package Employing a Transparent
Encapsulant
---------------------------------------------------------------------------------------------
18        09/04/1998        JP     Integrated circuit Package employing a Transparent
Encapsulant
---------------------------------------------------------------------------------------------
19        09/04/1998        KR     Integrated circuit Package employing a Transparent
Encapsulant
---------------------------------------------------------------------------------------------
20        09/04/1998        SG     Integrated circuit Package employing a Transparent
Encapsulant
---------------------------------------------------------------------------------------------
21        09/08/1998        CA     Mounting Having an Aperture Cover with Adhesive
Locking Feature for Flip chip Optical Integrated
Circuit Device
---------------------------------------------------------------------------------------------
22        09/08/1998        JP     Mounting Having an Aperture Cover with Adhesive
Locking Feature for Flip chip Optical Integrated
Circuit Device
---------------------------------------------------------------------------------------------
23        09/08/1998        KR     Mounting Having an Aperture Cover with Adhesive
Locking Feature for Flip chip Optical Integrated
Circuit Device
---------------------------------------------------------------------------------------------
24        09/08/1998        SG     Mounting Having an Aperture Cover with Adhesive
Locking Feature for Flip chip Optical Integrated
Circuit Device
---------------------------------------------------------------------------------------------
25        10/02/1998        EP     A Microelectronic Device Package having a Heat Sink
Structure for Increasing the Thermal conductivity of
the Package
---------------------------------------------------------------------------------------------

20

133

---------------------------------------------------------------------------------------------
26        10/02/1998        KR     A Microelectronic Device Package having a Heat Sink
Structure for Increasing the Thermal conductivity of
the Package
---------------------------------------------------------------------------------------------
27        10/02/1998        SG     A Microelectronic Device Package having a Heat Sink
Structure for Increasing the Thermal conductivity of
the Package
---------------------------------------------------------------------------------------------
28        03/11/1999        CA     Method of Making Integrated Circuit Package having
Adhesive Bead Supporting Planar Lid Above Planar
Substrate
---------------------------------------------------------------------------------------------
29        03/11/1999        EP     Method of Making Integrated Circuit Package having
Adhesive Bead Supporting Planar Lid Above Planar
Substrate
---------------------------------------------------------------------------------------------
30        03/11/1999        JP     Method of Making Integrated Circuit Package having
Adhesive Bead Supporting Planar Lid Above Planar
Substrate
---------------------------------------------------------------------------------------------
31        03/11/1999        KR     Method of Making Integrated Circuit Package having
Adhesive Bead Supporting Planar Lid Above Planar
Substrate
---------------------------------------------------------------------------------------------
32        03/11/1999        SG     Method of Making Integrated Circuit Package having
Adhesive Bead Supporting Planar Lid Above Planar
Substrate
---------------------------------------------------------------------------------------------
33        06/14/1999        EP     Plastic integrated circuit package and method and
leadframe for making the package
---------------------------------------------------------------------------------------------
34        06/14/1999        SG     Plastic integrated circuit package and method and
leadframe for making the package
---------------------------------------------------------------------------------------------
35        07/21/1999        EP     Plastic Integrated Circuit Device Package and
MicroLeadFrame and Method for Making the Package
---------------------------------------------------------------------------------------------
36        09/28/1999        TW     Plastic Integrated Circuit Device Package and
MicroLeadFrame and Method for Making the Package
---------------------------------------------------------------------------------------------
37        10/12/1999        JP     Plastice Integrated Circuit Device Package and
MicroLeadFrame and Method for Making the Package
---------------------------------------------------------------------------------------------
38        11/15/1999        TW     Core Located Input/Output Design
---------------------------------------------------------------------------------------------
39        02/17/2000        JP     Plastic integrated circuit package and method and
leadframe for making the package
---------------------------------------------------------------------------------------------
40        05/11/2000       PCT     Low-Cost Printed Circuit Board with Integral Heat
Sink for Semiconductor Package
---------------------------------------------------------------------------------------------
41        05/23/2000        JP     Sheet Resin composition and Process for
Manufacturing Semiconductor Device Therewith
---------------------------------------------------------------------------------------------
42        06/02/2000       PCT     Plastic Package for an Optical Integrated Circuit
Device and Method of Making
---------------------------------------------------------------------------------------------
43        07/31/2000       PCT     Mold Locking Ground Ring
---------------------------------------------------------------------------------------------
44        08/18/2000       PCT     Chip-Sized Optical Sensor Package
---------------------------------------------------------------------------------------------
45        10/09/2000        TW     Micromachine Package Fabrication Method
---------------------------------------------------------------------------------------------
46        10/09/2000        TW     Molded Image Sensor Package Having Lens Holder
---------------------------------------------------------------------------------------------
47        10/16/2000        SG     Improved Thin and Heat Radiant Semiconductor Package
and Method for Manufacturing
---------------------------------------------------------------------------------------------
48        10/16/2000        SG     Leadframe for Semiconductor Package and Mold for
Molding the Same
---------------------------------------------------------------------------------------------

21

134

---------------------------------------------------------------------------------------------
49        10/16/2000        SG     Semiconductor Package Having Increased Solder Joint
Strength
---------------------------------------------------------------------------------------------
50        10/16/2000        SG     Clamp and Heat Block for Wire Bonding a
Semiconductor Package Assembly
---------------------------------------------------------------------------------------------
51        10/16/2000        SG     Method of Making a Semiconductor Package Having
Improved Defect Testing and Increased Production
Yield
---------------------------------------------------------------------------------------------
52        10/16/2000        SG     Semiconductor Package Having Reduced Thickness
---------------------------------------------------------------------------------------------
53        10/16/2000        SG     Method and Apparatus for Manufacturing Semiconductor
Packages
---------------------------------------------------------------------------------------------
54        10/16/2000        SG     Leadframe and Semiconductor package with Improved
solder Joint Strength
---------------------------------------------------------------------------------------------
55        10/16/2000        SG     Semiconductor Package Having Improved Adhesiveness
and Ground Bonding
---------------------------------------------------------------------------------------------
56        10/16/2000        SG     Semiconductor Package Leadframe Assembly and Method
of Manufacture
---------------------------------------------------------------------------------------------
57        10/16/2000        SG     Improved Method for Making Semiconductor Packages
---------------------------------------------------------------------------------------------
58        11/14/2000        SG     Core Located Input/Output Design
---------------------------------------------------------------------------------------------
59        12/09/2000        SG     Near Chip Size Semiconductor Package
---------------------------------------------------------------------------------------------
60        12/09/2000        SG     Semiconductor Package
---------------------------------------------------------------------------------------------
61        12/09/2000        SG     Stackable Semiconductor Package and Method for
Manufacturing Same
---------------------------------------------------------------------------------------------
62        12/09/2000        SG     Stackable Semiconductor Package and Method for
Manufacturing Same
---------------------------------------------------------------------------------------------
63        12/09/2000        SG     End Grid Array Semiconductor Package
---------------------------------------------------------------------------------------------
64        01/15/2001        TW     Protected Image Sensor Package and Fabrication Method
---------------------------------------------------------------------------------------------

Amkor Filed Applications (US)
---------------------------------------------------------------------------------------------
DATE FILED    TITLE
---------------------------------------------------------------------------------------------

1        02/17/1998    Method of fabricating semiconductor package
---------------------------------------------------------------------------------------------
2        10/21/1998    Plastic integrated circuit device package and micro-leadframe
and method for making the package
---------------------------------------------------------------------------------------------
3        11/24/1998    LDD CMOS Transistor and a fabrication process thereof
---------------------------------------------------------------------------------------------
4        11/24/1998    Method of forming titanium silicide
---------------------------------------------------------------------------------------------
5        12/01/1998    Grid array assembly
---------------------------------------------------------------------------------------------
6        01/20/1999    Microcircuit die-sawing protector and method
---------------------------------------------------------------------------------------------
7        01/28/1999    Semiconductor package with multilevel lead frame
---------------------------------------------------------------------------------------------
8        01/29/1999    Method of molding a printed circuit board for a semiconductor
package
---------------------------------------------------------------------------------------------
9        01/29/1999    A printed circuit board for ball grid array semiconductor
packages
---------------------------------------------------------------------------------------------
10        02/08/1999    Electrostatic discharge dissipation package and method
---------------------------------------------------------------------------------------------
11        03/02/1999    Test pattern for measuring variations of critical dimensions of
wiring patterns formed in the fabrication of semiconductor
devices
---------------------------------------------------------------------------------------------
12        03/02/1999    narrow deep trench isolation method for semiconductor device
---------------------------------------------------------------------------------------------
13        03/04/1999    Method for forming a metal wiring pattern on a semiconductor
device
---------------------------------------------------------------------------------------------

22

135

---------------------------------------------------------------------------------------------
14        04/07/1999    Thin stackable semiconductor packages
---------------------------------------------------------------------------------------------
15        05/04/1999    Printed circuit board with oval solder ball lands for BGA
semiconductor packages
---------------------------------------------------------------------------------------------
16        05/11/1999    Ball grid array semiconductor package with solder balls fused
on printed circuit board and method for fabricating the same
---------------------------------------------------------------------------------------------
17        05/11/1999    Low Cost Printed Circuit Board with Integral Heat Sink for
Semiconductor Package
---------------------------------------------------------------------------------------------
18        06/03/1999    Plastic package for an optical integrated circuit device and
method of making
---------------------------------------------------------------------------------------------
19        07/07/1999    Near chip size integrated circuit package
---------------------------------------------------------------------------------------------
20        07/30/1999    TSSOP exposed pad options
---------------------------------------------------------------------------------------------
21        08/09/1999    Electronic device package and leadframe and method for making
the package
---------------------------------------------------------------------------------------------
22        08/20/1999    Chip-sized optical sensor package
---------------------------------------------------------------------------------------------
23        08/25/1999    Method of forming an integrated circuit device package tape as
a base
---------------------------------------------------------------------------------------------
24        08/25/1999    A partially cured expansion stabilizer layer on a package
containing an electronic device and method of making and
mounting
---------------------------------------------------------------------------------------------
25        08/30/1999    Wafer-scale production of chip-scale semiconductor packages
using wafer mapping techniques
---------------------------------------------------------------------------------------------
26        08/30/1999    Circuit pattern tape for wafer-scale production of chip size
semiconductor
---------------------------------------------------------------------------------------------
27        08/30/1999    Method of laminating circuit pattern tape on semiconductor wafer
---------------------------------------------------------------------------------------------
28        08/30/1999    Surface acoustical wave flip chip
---------------------------------------------------------------------------------------------
29        09/08/1999    Lead frame used for the fabrication using the same
---------------------------------------------------------------------------------------------
30        09/10/1999    Plastic integrated circuit package and method and leadframe for
making the package
---------------------------------------------------------------------------------------------
31        09/14/1999    Methods for making integrated circuit device packages and
micro-leadframes for the packages
---------------------------------------------------------------------------------------------
32        10/05/1999    Method of making integrated circuit package using a
batch step for curing a die attachment film and a
system for performing
the method
---------------------------------------------------------------------------------------------
33        10/19/1999    Methods and a device for heat treating a semiconductor wafer
having different kinds of impurities
---------------------------------------------------------------------------------------------
34        10/20/1999    Chip-scale semiconductor package of the fan-out type and method
of manufacturing such packages
---------------------------------------------------------------------------------------------
35        10/20/1999    Semiconductor device and method of manufacturing such device
---------------------------------------------------------------------------------------------
36        10/20/1999    Semiconductor device and method of manufacturing such device
---------------------------------------------------------------------------------------------
37        11/05/1999    Integrated circuit device packages and substrates for making
the packages
---------------------------------------------------------------------------------------------
38        11/05/1999    Exposed copper pad polyimide chip carrier
---------------------------------------------------------------------------------------------
39        11/09/1999    Method of making integrated circuit package having adhesive
bead supporting planar lid above planar substrate
---------------------------------------------------------------------------------------------
40        11/09/1999    Chip-Size semiconductor packages
---------------------------------------------------------------------------------------------
41        11/09/1999    MLP Deep Coining Option
---------------------------------------------------------------------------------------------
42        11/12/1999    Cavity MLP
---------------------------------------------------------------------------------------------
43        11/12/1999    A package for an integrated circuit device and passive devices
including electromagnetic interference protection method of
making the package
---------------------------------------------------------------------------------------------

23

136

---------------------------------------------------------------------------------------------
44        11/15/1999    Micro-machine package and method of fabricating
---------------------------------------------------------------------------------------------
45        11/15/1999    Micro-machine package fabrication method
---------------------------------------------------------------------------------------------
46        11/15/1999    Core located input/output design
---------------------------------------------------------------------------------------------
47        11/17/1999    Method of molding plastic semiconductor packages
---------------------------------------------------------------------------------------------
48        11/19/1999    Lead frame with lead separation preventing means, semiconductor
package using the lead frame. And method to fabricate the
semiconductor package
---------------------------------------------------------------------------------------------
49        11/22/1999    Thin image sensor package and method
---------------------------------------------------------------------------------------------
50        11/22/1999    Thin image sensor package and method
---------------------------------------------------------------------------------------------
51        11/23/1999    Method of attaching a sheet of an adhesive film to substrate in
the course of making integrated circuit package
---------------------------------------------------------------------------------------------
52        12/01/1999    Conductive strap attachment process that allows electrical
connection between an integrated circuit die and a lead
---------------------------------------------------------------------------------------------
53        12/08/1999    Molded image sensor package
---------------------------------------------------------------------------------------------
54        12/08/1999    A snap lid image sensor package and method
---------------------------------------------------------------------------------------------
55        12/08/1999    Molded image sensor package having lens holder
---------------------------------------------------------------------------------------------
56        12/08/1999    Method of assembling a snap lid image sensor package
---------------------------------------------------------------------------------------------
57        12/08/1999    Image sensor package having sealed cavity over active area
---------------------------------------------------------------------------------------------
58        12/08/1999    Method of fabricating image sensor packages in an array
---------------------------------------------------------------------------------------------
59        12/10/1999    A microelectronic device package having a heat sink structure
for increasing the thermal conductivity
---------------------------------------------------------------------------------------------
60        12/14/1999    Semiconductor package and method for fabricating the same
---------------------------------------------------------------------------------------------
61        12/14/1999    A wire for a semiconductor package
---------------------------------------------------------------------------------------------
62        01/14/2000    Package for multiple integrated circuits and method
---------------------------------------------------------------------------------------------
63        01/18/2000    Stackable package for integrated circuit
---------------------------------------------------------------------------------------------
64        01/18/2000    Method of making and mounting stackable package for integrated
circuit
---------------------------------------------------------------------------------------------
65        01/24/2000    Package for stacked integrated circuits and method of making
---------------------------------------------------------------------------------------------
66        01/25/2000    Method of forming gate oxynitride for a semiconductor device
---------------------------------------------------------------------------------------------
67        01/25/2000    Protected Image Sensor Package
---------------------------------------------------------------------------------------------
68        01/25/2000    Protected image sensor fabrication method
---------------------------------------------------------------------------------------------
69        02/02/2000    Method of making ultra-thin package for flip chip integrated
circuit device
---------------------------------------------------------------------------------------------
70        02/03/2000    Stackable package for integrated circuit with interposer
---------------------------------------------------------------------------------------------
71        02/04/2000    Making chip size semiconductor packages
---------------------------------------------------------------------------------------------
72        02/14/2000    Method of forming an integrated circuit package using a plastic
tape as a base
---------------------------------------------------------------------------------------------
73        02/16/2000    Low cost thermal BGA
---------------------------------------------------------------------------------------------
74        02/24/2000    Leadframe and heat sink attached semiconductor package using
the same
---------------------------------------------------------------------------------------------
75        02/24/2000    Leadframe and heat sink attached semiconductor package using
the same
---------------------------------------------------------------------------------------------
76        02/24/2000    Method of forming silicide for semiconductor device
---------------------------------------------------------------------------------------------
77        03/07/2000    Exposed pad cavity BGA
---------------------------------------------------------------------------------------------
78        03/20/2000    Ultra low cost method for increasing mold cap thickness
---------------------------------------------------------------------------------------------
79        03/27/2000    A flip chip array package for image array sensors; using
optically transparent epoxy
---------------------------------------------------------------------------------------------

24

137

---------------------------------------------------------------------------------------------
80        03/27/2000    flip chip image sensor package fabrication method'
---------------------------------------------------------------------------------------------
81        03/27/2000    Copper strap design for low resistance path in an integrated
circuit package
---------------------------------------------------------------------------------------------
82        03/28/2000    Method of making a package containing stacked integrated
circuits
---------------------------------------------------------------------------------------------
83        03/30/2000    Snapable multi-package substrate and array
---------------------------------------------------------------------------------------------
84        03/30/2000    method for fabricating a snapable multi package array
substrate, snapable multi-package array and snapable electronic
components
---------------------------------------------------------------------------------------------
85        04/13/2000    Matrix Type Printed Circuit Board for Semiconductor Packages
---------------------------------------------------------------------------------------------
86        04/13/2000    Electromagnetic interference shield device and method
---------------------------------------------------------------------------------------------
87        04/18/2000    Electromagnetic interference shield device and method
---------------------------------------------------------------------------------------------
88        04/25/2000    Precision aligned and marked structure
---------------------------------------------------------------------------------------------
89        04/25/2000    Precision marking and singulation method
---------------------------------------------------------------------------------------------
90        04/27/2000    Moisture resistant integrated circuit chip package and method
---------------------------------------------------------------------------------------------
91        05/04/2000    MRT level 2 - non bussed, full body gold tape carrier
---------------------------------------------------------------------------------------------
92        05/05/2000    Semiconductor Package and Method for Fabricating the Same
---------------------------------------------------------------------------------------------
93        05/05/2000    Long Wire IC Package
---------------------------------------------------------------------------------------------
94        05/05/2000    Long Wire IC Package fabrication method
---------------------------------------------------------------------------------------------
95        05/08/2000    Stackable package for integrated circuit having a cavity and lid
---------------------------------------------------------------------------------------------
96        05/08/2000    Ball grid array package w/stacked semiconductor dies "flip chip
stacked die in superBGA"
---------------------------------------------------------------------------------------------
97        05/08/2000    Stackable package with heat sink
---------------------------------------------------------------------------------------------
Apparatus for mounting an electronic device to a substrate
98        05/11/2000    without soldering
---------------------------------------------------------------------------------------------
99        05/11/2000    Flip chip mountable on substrate without underfill
---------------------------------------------------------------------------------------------
100       05/19/2000    Semiconductor Package and Method for Fabricating the Same
---------------------------------------------------------------------------------------------
101       05/19/2000    Semiconductor package and method for manufacturing the same
---------------------------------------------------------------------------------------------
102       05/22/2000    Image sensor package having sealed cavity over active area
---------------------------------------------------------------------------------------------
103       05/22/2000    Method of forming an image sensor package having sealed cavity
over active area
---------------------------------------------------------------------------------------------
104       05/30/2000    Multi-stacked memory package
---------------------------------------------------------------------------------------------
105       05/31/2000    Reverse contrast marking for plastic packages
---------------------------------------------------------------------------------------------
106       05/31/2000    Reverse contrast marking method
---------------------------------------------------------------------------------------------
107       06/01/2000    Reinforcing solder connections of electronic devices
---------------------------------------------------------------------------------------------
108       06/01/2000    Packaging high power integrated circuit devices
---------------------------------------------------------------------------------------------
109       06/02/2000    RF shielded device
---------------------------------------------------------------------------------------------
110       06/02/2000    Semiconductor package with spacer strips
---------------------------------------------------------------------------------------------
111       06/07/2000    A Circuit Board for Semiconductor Package
---------------------------------------------------------------------------------------------
112       06/13/2000    Electronic Device package and leadframe
---------------------------------------------------------------------------------------------
113       06/16/2000    A package for an integrated circuit device and passive devices
including electromagnetic interference protection
---------------------------------------------------------------------------------------------
114       06/22/2000    Overhead material transport system for IC assembly and test
manufacturing
---------------------------------------------------------------------------------------------
115       06/23/2000    Hoist assembly
---------------------------------------------------------------------------------------------
116       06/23/2000    Gripper assembly
---------------------------------------------------------------------------------------------
117       06/23/2000    Material transport method
---------------------------------------------------------------------------------------------
118       06/29/2000    Improved IC package with a flip chip integrated circuit and
passive chip components on a laminate substrate that is over
molded
---------------------------------------------------------------------------------------------

25

138

---------------------------------------------------------------------------------------------
119       06/29/2000    Flip chip integrated circuit and passive chip component package
fabrication method
---------------------------------------------------------------------------------------------
120        06/30/00     Leadframe Having a Mold Inflow Groove and Method
---------------------------------------------------------------------------------------------
121       06/30/2000    Flip chip micromachine package
---------------------------------------------------------------------------------------------
122       06/30/2000    Flip-chip micromachine package fabrication method
---------------------------------------------------------------------------------------------
123       06/30/2000    Making chip sized optical semiconductor packages
---------------------------------------------------------------------------------------------
124       06/30/2000    Stackable package for integrated circuit having chips for
fastening package and tool for opening clips
---------------------------------------------------------------------------------------------
125       06/30/2000    Low profile exposed die package for semiconductor chip
---------------------------------------------------------------------------------------------
126       07/05/2000    A wafer scale image sensors preparation using window on die
pre-packaging
---------------------------------------------------------------------------------------------
127       07/05/2000    Wafer scale image sensor package fabrication method
---------------------------------------------------------------------------------------------
128       07/13/2000    Plastic integrated circuit package and method and leadframe for
making the package
---------------------------------------------------------------------------------------------
129       07/14/2000    Microcircuit die-sawing protector and method
---------------------------------------------------------------------------------------------
130       07/17/2000    Semiconductor packaging method for multiple chip stacking
---------------------------------------------------------------------------------------------
131       07/20/2000    Thin semiconductor package with stacked die
---------------------------------------------------------------------------------------------
132       08/02/2000    Semiconductor chip having a radio frequency identification
transceiver
---------------------------------------------------------------------------------------------
133       08/11/2000    Making Semiconductor Packages with Stacked Dies and Interleaved
Heat Spreader
---------------------------------------------------------------------------------------------
134       08/23/2000    Circuit Board for Semiconductor Package
---------------------------------------------------------------------------------------------
135       08/24/2000    Semiconductor Package and Method for Fabricating
---------------------------------------------------------------------------------------------
136       08/24/2000    Semiconductor Package
---------------------------------------------------------------------------------------------
137       09/05/2000    Semiconductor Device Package Having Vias Extending Through the
Semiconductor Device
---------------------------------------------------------------------------------------------
138       09/05/2000    Making Chip Size Semiconductor Packages with Stacked Dies
---------------------------------------------------------------------------------------------
139       09/06/2000    A Novel Approach to Manufacturing Memory Cards
---------------------------------------------------------------------------------------------
140       09/08/2000    Multiple Lead Frame Package with Enhanced Die-to-Die
Interconnect Routing Using Internal Lead Trace
---------------------------------------------------------------------------------------------
141       09/26/2000    Micro-Machine Stacked Package
---------------------------------------------------------------------------------------------
142       09/26/2000    Micro-Machine Stacked Wirebonded Package Method
---------------------------------------------------------------------------------------------
143       09/26/2000    Micro-Machine Stacked Flip Chip Package
---------------------------------------------------------------------------------------------
144       09/26/2000    Micro-Machine Stacked Flip Chip Package Fabrication Method
---------------------------------------------------------------------------------------------
145       10/10/2000    Cond Tapered Optical Fiber
---------------------------------------------------------------------------------------------
146       10/13/2000    Semiconductor Package Having Improved Adhesiveness and Ground
Bonding
---------------------------------------------------------------------------------------------
147       10/13/2000    Improved Thin and Heat Radiant Semiconductor Package and Method
for Manufacturing
---------------------------------------------------------------------------------------------
148       10/13/2000    Leadframe for Semiconductor Package and Mold for Molding the
Same
---------------------------------------------------------------------------------------------
149       10/13/2000    Semiconductor Package Having Increased Solder Joint Strength
---------------------------------------------------------------------------------------------
150       10/13/2000    Clamp and Heat Block for Wire Bonding a Semiconductor Package
Assembly
---------------------------------------------------------------------------------------------
151       10/13/2000    Method for Making a Semiconductor Package Having Iproved Defect
Testing and Increased Production Yield
---------------------------------------------------------------------------------------------
152       10/13/2000    Near Chip Size Semiconductor Package
---------------------------------------------------------------------------------------------

26

139

---------------------------------------------------------------------------------------------
153       10/13/2000    Semiconductor Package
---------------------------------------------------------------------------------------------
154       10/13/2000    Stackable Semiconductor Package and Method for Manufacturing
the Same
---------------------------------------------------------------------------------------------
155       10/13/2000    Stackable Semiconductor Package and Method for Manufacturing
the Same
---------------------------------------------------------------------------------------------
156       10/13/2000    End Grid Array Semiconductor Package
---------------------------------------------------------------------------------------------
157       10/13/2000    Method of and Apparatus for Manufacturing Semiconductor Packages
---------------------------------------------------------------------------------------------
158       10/13/2000    Leadframe and Semiconductor package with Improved solder Joint
Strength
---------------------------------------------------------------------------------------------
159       10/13/2000    Semiconductor Package Having Reduced Thickness
---------------------------------------------------------------------------------------------
160       10/13/2000    Semiconductor Package Leadframe Assembly and Method of
Manufacture
---------------------------------------------------------------------------------------------
161       10/13/2000    Improved Method for Making Semiconductor Packages
---------------------------------------------------------------------------------------------
162       10/20/2000    Method of Fabricating Semiconductor Device
---------------------------------------------------------------------------------------------
163       10/24/2000    Micro-Machine Package
---------------------------------------------------------------------------------------------
164       10/24/2000    Molded Image Sensor Package Having Lens Holder
---------------------------------------------------------------------------------------------
165       10/31/2000    Plastic Integrated Circuit Device Package and Method for Making
the Package
---------------------------------------------------------------------------------------------
166       11/11/2000    Method of Forming Contact Portion of Semiconductor Element
---------------------------------------------------------------------------------------------
167       11/13/2000    A Wafer Scale Package for Image Sensors Using Glass on Die
Pre-Packaging Preparation
---------------------------------------------------------------------------------------------
168       11/13/2000    Chip Size Image Sensor Wirebond Package Fabrication Method
---------------------------------------------------------------------------------------------
169       11/13/2000    Chip Size Image Sensor Bumped Package
---------------------------------------------------------------------------------------------
170       11/13/2000    Chip Size Image Sensor Bumped Package Fabrication Method
---------------------------------------------------------------------------------------------
171       11/15/2000    Flip Chip on Glass Image Sensor Package
---------------------------------------------------------------------------------------------
172       11/15/2000    Flip Chip on Glass Image Sensor Package and Method
---------------------------------------------------------------------------------------------
173       11/16/2000    Angulated Semiconductor Packages
---------------------------------------------------------------------------------------------
174       12/06/2000    Semiconductor Package with Stacked Dies and Wire Bond
Reinforcement
---------------------------------------------------------------------------------------------
175       12/20/2000    Wire Bonding Method and Semiconductor Package Manufactured
Using the Same
---------------------------------------------------------------------------------------------
176       12/28/2000    Integrated Circuit Package and Method of Making
---------------------------------------------------------------------------------------------
177       12/28/2000    Method of Making and Stacking a Semiconductor Package
---------------------------------------------------------------------------------------------
178       12/29/2000    Tool and Method for Forming an Integrated Optical Circuit
---------------------------------------------------------------------------------------------
179       12/29/2000    Optical Fiber Having Tapered End and Optical Connector with
Reciprocal Opening
---------------------------------------------------------------------------------------------
180       01/03/2001    A Bond Wire Pressure Sensor Die Package
---------------------------------------------------------------------------------------------
181       01/03/2001    Method for Forming a bond Wire Pressure Sensor Package
---------------------------------------------------------------------------------------------
182       01/03/2001    Flip Chip Pressure Sensor Package
---------------------------------------------------------------------------------------------
183       01/03/2001    Method for Forming a Flip Chip Pressure Sensor Die Package
---------------------------------------------------------------------------------------------
184       01/10/2001    Pattern Recognition Method
---------------------------------------------------------------------------------------------
185       01/10/2001    Clamp for Pattern Recognition
---------------------------------------------------------------------------------------------
186       01/16/2001    Structure for Fabricating a Special-Purpose Die Using a
Polymerizable Tape
---------------------------------------------------------------------------------------------
187       01/16/2001    Method for Fabricating a Special-Purpose Die Using a
Polymerizable Tape
---------------------------------------------------------------------------------------------
188       01/16/2001    Optical Module with Lens Internal Holder
---------------------------------------------------------------------------------------------

27

140

---------------------------------------------------------------------------------------------
189       01/16/2001    Optical Module with Lens Internal Holder Fabrication Method
---------------------------------------------------------------------------------------------
190       01/26/2001    Semiconductor Module Package Substrate
---------------------------------------------------------------------------------------------
191       01/26/2001    Semiconductor Module Package Substrate Fabrication Method
---------------------------------------------------------------------------------------------
192       01/30/2001    Semiconductor Package Having Semiconductor Chip Within Central
Aperture of Substrate
---------------------------------------------------------------------------------------------
193       02/14/2001    Printed Circuit Board for Semiconductor Package and Method for
Manufacturing the Same
---------------------------------------------------------------------------------------------
194       03/01/2001    Structure Including Electronic Components Singulated Using
Laser Cutting
---------------------------------------------------------------------------------------------
195       03/01/2001    Method of Singulation Using Laser Cutting
---------------------------------------------------------------------------------------------

28

141

SCHEDULE 4.1(y) TO THE
CREDIT AGREEMENT

LIENS

STATE OF ARIZONA
--------------------------------------------------------------------------------------------------
SECURED PARTY         FILE NUMBER          DATE FILED       COLLATERAL
--------------------------------------------------------------------------------------------------

Korea Exchange         0964423-0        Original Filing:    Fixtures and improvements to real
Bank                   as Amended        April              property; water rights appurtenant
18, 1997 to the
Premises; personal
property, income,
Amendment 1       equipment, etc.;
June 27, 1997      Computer Software and Data;
Intellectual Property; in
connection with the premises and
Amendment 2       blanket with respect to the
December 31, 1998    Project.
--------------------------------------------------------------------------------------------------

Societe Generale,       1115092          April 26, 2000     Blanket Lien
as Collateral
Agent
--------------------------------------------------------------------------------------------------

CIT Technologies        1159452         January 25, 2001    Signal Generator (Equipment)
Corporation
--------------------------------------------------------------------------------------------------

STATE OF CALIFORNIA

--------------------------------------------------------------------------------------------------
SECURED PARTY         FILE NUMBER          DATE FILED       COLLATERAL
--------------------------------------------------------------------------------------------------

LTX Corporation        9816760808        June 12, 1998      Equipment Lease.
--------------------------------------------------------------------------------------------------

Societe Generale,     200012560227       April 28, 2000     Blanket Lien
as Collateral
Agent
--------------------------------------------------------------------------------------------------

Newcourt              200023060142      August 11, 2000     Equipment
Financial USA, Inc
--------------------------------------------------------------------------------------------------

CIT Technologies      200105461010     February 20, 2001    Equipment
Corporation DBA
CIT Systems                                                 Note: UCC Statement not included
Leasing
--------------------------------------------------------------------------------------------------

142

STATE OF DELAWARE
--------------------------------------------------------------------------------------------------
SECURED PARTY              FILE NUMBER             DATE FILED          COLLATERAL
--------------------------------------------------------------------------------------------------

Societe Generale, as    20000025421            April 26, 2000          Blanket Lien
collateral agent
--------------------------------------------------------------------------------------------------

STATE OF IDAHO
--------------------------------------------------------------------------------------------------
SECURED PARTY              FILE NUMBER             DATE FILED          COLLATERAL
--------------------------------------------------------------------------------------------------

Societe Generale, as    B868066                April 27, 2000          Blanket Lien
collateral agent
--------------------------------------------------------------------------------------------------

STATE OF PENNSYLVANIA
--------------------------------------------------------------------------------------------------
SECURED PARTY         FILE NUMBER          DATE FILED       COLLATERAL
--------------------------------------------------------------------------------------------------

Korea Exchange          09400194        December 7, 1978    Accounts
Bank                as continued and                        Receivable and
Amended.                            Inventory contract
rights,
Instruments,
documents, chattel
paper, general
intangibles and
other forms of
obligations owing to the debtor
and insurance policies thereon,
etc.
--------------------------------------------------------------------------------------------------

AT&T Systems            29421557       September 28, 1998   Equipment Lease
Leasing
Corporation
--------------------------------------------------------------------------------------------------

Newcourt                30021609         March 17, 1999     Equipment Lease
Technologies
Corporation
--------------------------------------------------------------------------------------------------

Newcourt                30690683       September 2, 1999    Equipment Lease
Technologies
Corporation
--------------------------------------------------------------------------------------------------

Newcourt                31381387         March 14, 2000     Equipment Lease
Technologies
Corporation
--------------------------------------------------------------------------------------------------

Newcourt                31381391         March 14, 2000     Equipment Lease
Technologies
Corporation
--------------------------------------------------------------------------------------------------

Societe Generale,       31551067         April 26, 2000     Blanket Lien
as collateral
agent
--------------------------------------------------------------------------------------------------

30

143

--------------------------------------------------------------------------------------------------
Newcourt                31560479         April 27, 2000     Equipment
Technologies
Corporation             
--------------------------------------------------------------------------------------------------

Newcourt                31570101          May 01, 2000      Equipment
Technologies
Corporation             
--------------------------------------------------------------------------------------------------

CIT Technologies        31810529          July 3, 2000      Equipment
Corporation             
--------------------------------------------------------------------------------------------------

CIT Technologies        31810531          July 3, 2000      Equipment
Corporation             
--------------------------------------------------------------------------------------------------

CIT Technologies        31951006        August 11, 2000     Equipment
Corporation             
--------------------------------------------------------------------------------------------------

CIT Technologies        33010060        August 29, 2000     Equipment
Corporation             
--------------------------------------------------------------------------------------------------

CIT Technologies        33091443       September 25, 2000   Equipment
Corporation             
--------------------------------------------------------------------------------------------------

CIT Technologies        33091447       September 25, 2000   Equipment
Corporation             
--------------------------------------------------------------------------------------------------

CIT Technologies        33091454       September 25, 2000   Equipment
Corporation             
--------------------------------------------------------------------------------------------------

Credence Capital        33281645       November 13, 2000    All right, title and interest of
Corporation                                                 Amkor Technology, Inc. in the sub
leases between Amkor Technology
Inc. and Amkor Technology Korea
--------------------------------------------------------------------------------------------------

Credence Capital        33281650       November 13, 2000    All right, title and interest of
Corporation                                                 Amkor Technology, Inc. in the sub
leases between Amkor Technology
Inc. and Amkor Technology Korea
--------------------------------------------------------------------------------------------------

Credence Capital        33281652       November 13, 2000    All right, title and interest of
Corporation                                                 Amkor Technology, Inc. in the sub
leases between Amkor Technology
Inc. and Amkor Technology Korea
--------------------------------------------------------------------------------------------------

31

144

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

Credence Capital        33281654       November 13, 2000    All right, title and interest of
Corporation                                                 Amkor Technology, Inc. in the sub
leases between Amkor Technology
Inc. and Amkor Technology Korea
--------------------------------------------------------------------------------------------------

Credence Capital        33281656       November 13, 2000    All right, title and interest of
Corporation                                                 Amkor Technology, Inc. in the sub
leases between Amkor Technology
Inc. and Amkor Technology Korea
--------------------------------------------------------------------------------------------------

Credence Capital        33281658       November 13, 2000    All right, title and interest of
Corporation                                                 Amkor Technology, Inc. in the sub
leases between Amkor Technology
Inc. and Amkor Technology Korea
--------------------------------------------------------------------------------------------------

Credence Capital        33281660       November 13, 2000    All right, title and interest of
Corporation                                                 Amkor Technology, Inc. in the sub
leases between Amkor Technology
Inc. and Amkor Technology Korea
--------------------------------------------------------------------------------------------------

Credence Capital        33281662       November 13, 2000    All right, title and interest of
Corporation                                                 Amkor Technology, Inc. in the sub
leases between Amkor Technology
Inc. and Amkor Technology Korea
--------------------------------------------------------------------------------------------------

Credence Capital        33281664       November 13, 2000    All right, title and interest of
Corporation                                                 Amkor Technology, Inc. in the sub
leases between Amkor Technology
Inc. and Amkor Technology Korea
--------------------------------------------------------------------------------------------------

Credence Capital        33281666       November 13, 2000    All right, title and interest of
Corporation                                                 Amkor Technology, Inc. in the sub
leases between Amkor Technology
Inc. and Amkor Technology Korea
--------------------------------------------------------------------------------------------------

Credence Capital        33281668       November 13, 2000    All right, title and interest of
Corporation                                                 Amkor Technology, Inc. in the sub
leases between Amkor Technology
Inc. and Amkor Technology Korea
--------------------------------------------------------------------------------------------------

Credence Capital        33281670       November 13, 2000    All right, title and interest of
Corporation                                                 Amkor Technology, Inc. in the sub
leases between Amkor Technology
Inc. and Amkor Technology Korea
--------------------------------------------------------------------------------------------------

32

145

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

Credence Capital        33320796       November 21, 2000    All right, title and interest of
Corporation                                                 Amkor Technology, Inc. in the sub
leases between Amkor Technology
Inc. and Amkor Technology Korea
--------------------------------------------------------------------------------------------------

Credence Capital        33320798       November 21, 2000    All right, title and interest of
Corporation                                                 Amkor Technology, Inc. in the sub
leases between Amkor Technology
Inc. and Amkor Technology Korea
--------------------------------------------------------------------------------------------------

Credence Capital        33330573       November 27, 2000    Equipment
Corporation             
--------------------------------------------------------------------------------------------------

Credence Capital        33330577       November 27, 2000    Equipment
Corporation             
--------------------------------------------------------------------------------------------------

Credence Capital        33330581       November 27, 2000    Equipment
Corporation             
--------------------------------------------------------------------------------------------------

Credence Capital        33330587       November 27, 2000    Equipment
Corporation             
--------------------------------------------------------------------------------------------------

Credence Capital        33330591       November 27, 2000    Equipment
Corporation             
--------------------------------------------------------------------------------------------------

Credence Capital        33330595       November 27, 2000    Equipment
Corporation             
--------------------------------------------------------------------------------------------------

Credence Capital        33330599       November 27, 2000    Equipment
Corporation             
--------------------------------------------------------------------------------------------------

Credence Capital        33330603       November 27, 2000    Equipment
Corporation             
--------------------------------------------------------------------------------------------------

Credence Capital        33330607       November 27, 2000    Equipment
Corporation             
--------------------------------------------------------------------------------------------------

Credence Capital        33330611       November 27, 2000    Equipment
Corporation             
--------------------------------------------------------------------------------------------------

Credence Capital        33330615       November 27, 2000    Equipment
Corporation             
--------------------------------------------------------------------------------------------------

Credence Capital       333340494       November 29, 2000    Equipment
Corporation            
--------------------------------------------------------------------------------------------------

33

146

--------------------------------------------------------------------------------------------------
Credence Capital       333340537       November 29, 2000    Equipment
Corporation            
--------------------------------------------------------------------------------------------------

Credence Capital       33440792       December 28, 2000     All right, title and interest of
Corporation                                                 Amkor Technology, Inc. in the sub
leases between Amkor Technology
Inc. and Amkor Technology Korea
--------------------------------------------------------------------------------------------------

Credence Capital       33440794       December 28, 2000     All right, title and interest of
Corporation                                                 Amkor Technology, Inc. in the sub
leases between Amkor Technology
Inc. and Amkor Technology Korea
--------------------------------------------------------------------------------------------------

Credence Capital       33440796       December 28, 2000     All right, title and interest of
Corporation                                                 Amkor Technology, Inc. in the sub
leases between Amkor Technology
Inc. and Amkor Technology Korea
--------------------------------------------------------------------------------------------------

Credence Capital       33440798       December 28, 2000     All right, title and interest of
Corporation                                                 Amkor Technology, Inc. in the sub
leases between Amkor Technology
Inc. and Amkor Technology Korea
--------------------------------------------------------------------------------------------------

Credence Capital       33440802       December 28, 2000     All right, title and interest of
Corporation                                                 Amkor Technology, Inc. in the sub
leases between Amkor Technology
Inc. and Amkor Technology Korea
--------------------------------------------------------------------------------------------------

Associates           Original file
Leasing Inc.             number         August 29, 2000     Equipment
33010060
* Assignment      Assignment Date:
33511593        January 29, 2001    
--------------------------------------------------------------------------------------------------

Orix USA           Original file number November 13, 2000    All right, title and interest of
33281654                            Amkor Technology, Inc. in the sub
*Assignment       Assignment Date:    leases between Amkor Technology
33560046        January 29, 2001    Inc. and Amkor Technology Korea
--------------------------------------------------------------------------------------------------

Orix USA           Original file number November 13, 2000    All right, title and interest of
33281656                            Amkor Technology, Inc. in the sub
*Assignment       Assignment Date:    leases between Amkor Technology
33560048        January 29, 2001    Inc. and Amkor Technology Korea
--------------------------------------------------------------------------------------------------

34

147

--------------------------------------------------------------------------------------------------
Orix USA           Original file number November 13, 2000   All right, title and interest of
33281658                            Amkor Technology, Inc. in the sub
*Assignment       Assignment Date:    leases between Amkor Technology
33560055        January 29, 2001    Inc. and Amkor Technology Korea
--------------------------------------------------------------------------------------------------
Orix USA           Original file number November 13, 2000   All right, title and interest of
33281660                            Amkor Technology, Inc. in the sub
*Assignment       Assignment Date:    leases between Amkor Technology
33560051        January 29, 2001    Inc. and Amkor Technology Korea
--------------------------------------------------------------------------------------------------

Orix USA          Original file number  November 13, 2000   All right, title and interest of
33281662                            Amkor Technology, Inc. in the sub
*Assignment       Assignment Date:    leases between Amkor Technology
33560049        January 29, 2001    Inc. and Amkor Technology Korea
--------------------------------------------------------------------------------------------------

Orix USA          Original file number  November 13, 2000   All right, title and interest of
33281664                            Amkor Technology, Inc. in the sub
*Assignment       Assignment Date:    leases between Amkor Technology
33560053        January 29, 2001    Inc. and Amkor Technology Korea
--------------------------------------------------------------------------------------------------

Orix USA          Original file number November 13, 2000    All right, title and interest of
33281666                            Amkor Technology, Inc. in the sub
*Assignment       Assignment Date:    leases between Amkor Technology
33560057        January 29, 2001    Inc. and Amkor Technology Korea
--------------------------------------------------------------------------------------------------

Orix USA          Original file number November 13, 2000    All right, title and interest of
33281668                            Amkor Technology, Inc. in the sub
*Assignment       Assignment Date:    leases between Amkor Technology
335560061        January 29, 2001    Inc. and Amkor Technology Korea
--------------------------------------------------------------------------------------------------

Orix USA          Original file number November 13, 2000    All right, title and interest of
33281670                            Amkor Technology, Inc. in the sub
*Assignment       Assignment Date:    leases between Amkor Technology
33560059        January 29, 2001    Inc. and Amkor Technology Korea
--------------------------------------------------------------------------------------------------

35

148

--------------------------------------------------------------------------------------------------
Orix USA          Original file number November 27, 2000    Equipment
33330577       
Assignment Date:
January 29, 2001    
*Assignment       
33560047        
--------------------------------------------------------------------------------------------------

Orix USA          Original file number November 27, 2000    Equipment
33330599       
*Assignment       Assignment Date:
33560062        January 29, 2001    
--------------------------------------------------------------------------------------------------

Orix USA          Original file number November 27, 2000    Equipment
33330603       
*Assignment       Assignment Date:
33560060        January 29, 2001    
--------------------------------------------------------------------------------------------------

Orix USA          Original file number November 27, 2000    Equipment
33330607
Assignment Date:
January 29, 2001    
*Assignment       
33560056        
--------------------------------------------------------------------------------------------------

Orix USA          Original file number November 27, 2000    Equipment
33330611
*Assignment       Assignment Date:
33560058        January 29, 2001    
--------------------------------------------------------------------------------------------------

Orix USA          Original file number November 29, 2000    Equipment
33340494
*Assignment       Assignment Date:
33560054        January 29, 2001    
--------------------------------------------------------------------------------------------------

Orix USA          Original file number November 29, 2000    Equipment
33330615
*Assignment       Assignment Date:
33560052        January 29, 2001    
--------------------------------------------------------------------------------------------------

36

149

--------------------------------------------------------------------------------------------------
Orix USA          Original file number November 29, 2000    Equipment
33340537
*Assignment       Assignment Date:
33560050        January 29, 2001    
--------------------------------------------------------------------------------------------------

CIT Technologies        33500151        January 12, 2001    Equipment
Corporation             
--------------------------------------------------------------------------------------------------

CHESTER COUNTY, PENNSYLVANIA PROTHONOTARY
--------------------------------------------------------------------------------------------------
SECURED PARTY         FILE NUMBER          DATE FILED       COLLATERAL
--------------------------------------------------------------------------------------------------

AT&T Systems           ST98-2900       September 28, 1998   Equipment Lease
Leasing
Corporation            
--------------------------------------------------------------------------------------------------

Newcourt               ST99-0880         March 17, 1999     Equipment Lease
Technologies
Corporation            
--------------------------------------------------------------------------------------------------

Newcourt               ST99-2958       September 2, 1999    Equipment Lease
Technologies
Corporation            
--------------------------------------------------------------------------------------------------

Newcourt               ST00-0753         March 14, 2000     Equipment Lease
Technologies
Corporation            
--------------------------------------------------------------------------------------------------

Newcourt               ST00-0754         March 14, 2000     Equipment Lease
Technologies
Corporation            
--------------------------------------------------------------------------------------------------

Societe Generale,      ST00-1289         April 26, 2000     Blanket Lien
as collateral
agent                  
--------------------------------------------------------------------------------------------------

Newcourt               ST00-1299         April 28, 2000     Equipment
Technologies
Corporation            
--------------------------------------------------------------------------------------------------

Newcourt               ST00-1300         April 28, 2000     Equipment
Technologies
Corporation            
--------------------------------------------------------------------------------------------------

CIT Technologies       ST00-2002          July 5, 2000      Equipment
Corporation            
--------------------------------------------------------------------------------------------------

37

150

--------------------------------------------------------------------------------------------------
CIT Technologies       ST00-2003          July 5, 2000      Equipment
Corporation            
--------------------------------------------------------------------------------------------------
CIT Technologies       ST00-2373        August 11, 2000     Equipment
Corporation            
--------------------------------------------------------------------------------------------------

CIT Technologies       ST00-2620       September 6, 2000    Equipment
Corporation            
--------------------------------------------------------------------------------------------------

CIT Technologies       ST00-2824       September 25, 2000   Equipment
Corporation            
--------------------------------------------------------------------------------------------------

CIT Technologies       ST00-2825       September 25, 2000   Equipment
Corporation            
--------------------------------------------------------------------------------------------------

CIT Technologies       ST00-2826       September 25, 2000   Equipment
Corporation            
--------------------------------------------------------------------------------------------------

Credence Capital       ST00-3363       November 14, 2000    All right, title and interest of
Corporation                                                 Amkor Technology, Inc. in the sub
leases between Amkor Technology
Inc. and Amkor Technology Korea
--------------------------------------------------------------------------------------------------

Credence Capital       ST00-3364       November 14, 2000    All right, title and interest of
Corporation                                                 Amkor Technology, Inc. in the sub
leases between Amkor Technology
Inc. and Amkor Technology Korea
--------------------------------------------------------------------------------------------------

Credence Capital       ST00-3365       November 14, 2000    All right, title and interest of
Corporation                                                 Amkor Technology, Inc. in the sub
leases between Amkor Technology
Inc. and Amkor Technology Korea
--------------------------------------------------------------------------------------------------

Credence Capital       ST00-3366       November 14, 2000    All right, title and interest of
Corporation                                                 Amkor Technology, Inc. in the sub
leases between Amkor Technology
Inc. and Amkor Technology Korea
--------------------------------------------------------------------------------------------------

Credence Capital       ST00-3367       November 14, 2000    All right, title and interest of
Corporation                                                 Amkor Technology, Inc. in the sub
leases between Amkor Technology
Inc. and Amkor Technology Korea
--------------------------------------------------------------------------------------------------

Credence Capital       ST00-3368       November 14, 2000    All right, title and interest of
Corporation                                                 Amkor Technology, Inc. in the sub
leases between Amkor Technology
Inc. and Amkor Technology Korea
--------------------------------------------------------------------------------------------------

38

151

--------------------------------------------------------------------------------------------------
Credence Capital       ST00-3373       November 14, 2000    All right, title and interest of
Corporation                                                 Amkor Technology, Inc. in the sub
leases between Amkor Technology
Inc. and Amkor Technology Korea
--------------------------------------------------------------------------------------------------

Credence Capital       ST00-3374       November 14, 2000    All right, title and interest of
Corporation                                                 Amkor Technology, Inc. in the sub
leases between Amkor Technology
Inc. and Amkor Technology Korea
--------------------------------------------------------------------------------------------------

Credence Capital       ST00-3375       November 14, 2000    All right, title and interest of
Corporation                                                 Amkor Technology, Inc. in the sub
leases between Amkor Technology
Inc. and Amkor Technology Korea
--------------------------------------------------------------------------------------------------

Credence Capital       ST00-3384       November 14, 2000    All right, title and interest of
Corporation                                                 Amkor Technology, Inc. in the sub
leases between Amkor Technology
Inc. and Amkor Technology Korea
--------------------------------------------------------------------------------------------------

Credence Capital       ST00-3385       November 14, 2000    All right, title and interest of
Corporation                                                 Amkor Technology, Inc. in the sub
leases between Amkor Technology
Inc. and Amkor Technology Korea
--------------------------------------------------------------------------------------------------

Credence Capital       ST00-3386       November 14, 2000    All right, title and interest of
Corporation                                                 Amkor Technology, Inc. in the sub
leases between Amkor Technology
Inc. and Amkor Technology Korea
--------------------------------------------------------------------------------------------------

Credence Capital       ST00-3463       November 21, 2000    All right, title and interest of
Corporation                                                 Amkor Technology, Inc. in the sub
leases between Amkor Technology
Inc. and Amkor Technology Korea
--------------------------------------------------------------------------------------------------

Credence Capital       ST00-3464       November 21, 2000    All right, title and interest of
Corporation                                                 Amkor Technology, Inc. in the sub
leases between Amkor Technology
Inc. and Amkor Technology Korea
--------------------------------------------------------------------------------------------------

Credence Capital       ST00-3502       November 30, 2000    Equipment
Corporation            
--------------------------------------------------------------------------------------------------

Credence Capital       ST00-3503       November 30, 2000    Equipment
Corporation            
--------------------------------------------------------------------------------------------------

39

152

--------------------------------------------------------------------------------------------------
Credence Capital       ST00-3504       November 30, 2000    Equipment
Corporation            
--------------------------------------------------------------------------------------------------

Credence Capital       ST00-3505       November 30, 2000    Equipment
Corporation            
--------------------------------------------------------------------------------------------------

Credence Capital       ST00-3506       November 30, 2000    Equipment
Corporation            
--------------------------------------------------------------------------------------------------

Credence Capital       ST00-3507       November 30, 2000    Equipment
Corporation            
--------------------------------------------------------------------------------------------------

Credence Capital       ST00-3508       November 30, 2000    Equipment
Corporation            
--------------------------------------------------------------------------------------------------

Credence Capital       ST00-3510       November 30, 2000    Equipment
Corporation            
--------------------------------------------------------------------------------------------------

Credence Capital       ST00-3511       November 30, 2000    Equipment
Corporation            
--------------------------------------------------------------------------------------------------

Credence Capital       ST00-3521       November 30, 2000    Equipment
Corporation            
--------------------------------------------------------------------------------------------------

Credence Capital       ST00-3522       November 30, 2000    Equipment
Corporation            
--------------------------------------------------------------------------------------------------

Credence Capital       ST00-3526       November 30, 2000    Equipment
Corporation            
--------------------------------------------------------------------------------------------------

Credence Capital       ST00-3527       November 30, 2000    Equipment
Corporation            
--------------------------------------------------------------------------------------------------

STATE OF TEXAS
--------------------------------------------------------------------------------------------------
SECURED PARTY         FILE NUMBER          DATE FILED       COLLATERAL
--------------------------------------------------------------------------------------------------

Societe Generale,
as Collateral
Agent                  0000482256        April 26, 2000     Blanket Lien
--------------------------------------------------------------------------------------------------

40

153

SCHEDULE 5.2(p) TO THE
CREDIT AGREEMENT

NEW SUBSIDIARIES

Amkor Technology Hong Kong, Ltd.

Amkor Assembly & Test Shanghai (China)

154

EXHIBIT A-1

FORM OF
TERM B NOTE

U.S. $                                                    Dated:
----------------                                          ----------------

FOR VALUE RECEIVED, the undersigned, AMKOR TECHNOLOGY, INC., a
Delaware corporation (the "BORROWER"), HEREBY PROMISES TO PAY to the order of
[NAME OF LENDER] or its registered assigns (the "LENDER") for the account of its
Applicable Lending Office (as defined in the Credit Agreement referred to below)
the principal amount of the Term B Advance (as defined below) owing to the
Lender by the Borrower pursuant to the Amended and Restated Credit Agreement
dated as of March 30, 2001 (as amended, amended and restated, supplemented or
otherwise modified from time to time, the "CREDIT AGREEMENT"; terms defined
therein, unless otherwise defined herein, being used herein as therein defined)
among the Borrower, the Initial Lenders and Initial Issuing Banks party thereto,
Salomon Smith Barney Inc. ("SSBI") as Book Manager, Citicorp USA, Inc. ("CUSA"),
as Administrative Agent and as Collateral Agent, SSBI and Deutsche Banc Alex.
Brown Inc. ("DBAB"), as Arrangers and DBAB, as Syndication Agent.

The Borrower promises to pay to [NAME OF LENDER] or its
registered assigns interest on the unpaid principal amount of the Term B Advance
from the date of such Term B Advance until such principal amount is paid in
full, at such interest rates, and payable at such times, as are specified in the
Credit Agreement.

Both principal and interest are payable in lawful money of the
United States of America to CUSA, as Administrative Agent, at 2 Penns Way, Suite
200, New Castle, Delaware 19720, Attention: _______________ in same day funds.
The Term B Advance owing to the Lender by the Borrower and the maturity thereof,
and all payments made on account of principal thereof, shall be recorded by the
Lender and, prior to any transfer hereof, endorsed on the grid attached hereto,
which is part of this Promissory Note; provided, however, that the failure of
the Lender to make any such recordation or endorsement shall not affect the
Obligations of the Borrower under this Promissory Note.

This Promissory Note is one of the Notes referred to in, and is
entitled to the benefits of, the Credit Agreement. The Credit Agreement, among
other things, (i) provides for the making of a single advance (the "TERM B
ADVANCE") by the Lender to the Borrower in an amount not to exceed the U.S.
dollar amount first above mentioned, the indebtedness of the Borrower resulting
from such Term B Advance being evidenced by this Promissory Note, and (ii)
contains provisions for acceleration of the maturity hereof upon the happening
of certain stated events and also for prepayments on account of principal hereof
prior to the maturity hereof upon the terms and conditions therein specified.
The obligations of the Borrower under this 

155

Promissory Note and the other Loan Documents, and the obligations of the other
Loan Parties under the Loan Documents, are secured by the Collateral as provided
in the Loan Documents.

This Promissory Note shall be governed by, and construed in
accordance with, the laws of the State of New York.

AMKOR TECHNOLOGY, INC.

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

156

ADVANCES AND PAYMENTS OF PRINCIPAL

------------------------------------------------------------------------------------------
AMOUNT OF          UNPAID
AMOUNT OF       PRINCIPAL PAID      PRINCIPAL         NOTATION
DATE             ADVANCE          OR PREPAID         BALANCE          MADE BY
------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

157

EXHIBIT A-2

FORM OF
REVOLVING CREDIT NOTE

U.S. $                                                    Dated:
----------------                                          ----------------

FOR VALUE RECEIVED, the undersigned, AMKOR TECHNOLOGY, INC., a
Delaware corporation (the "BORROWER"), HEREBY PROMISES TO PAY to the order of
[NAME OF LENDER] or its registered assigns (the "LENDER") for the account of its
Applicable Lending Office (as defined in the Credit Agreement referred to below)
the aggregate principal amount of the Revolving Credit Advances and the Letter
of Credit Advances (each as defined below) owing to the Lender by the Borrower
pursuant to the Amended and Restated Credit Agreement dated as of March 30, 2001
(as amended, amended and restated, supplemented or otherwise modified from time
to time, the "CREDIT AGREEMENT"; terms defined therein, unless otherwise defined
herein, being used herein as therein defined) among the Borrower, the Initial
Lenders and Initial Issuing Banks party thereto, Salomon Smith Barney Inc.
("SSBI") as Book Manager, Citicorp USA, Inc. ("CUSA"), as Administrative Agent
and as Collateral Agent, SSBI and Deutsche Banc Alex. Brown Inc. ("DBAB"), as
Arrangers and DBAB, as Syndication Agent.

The Borrower promises to pay to [NAME OF LENDER] or its
registered assigns interest on the unpaid principal amount of each Revolving
Credit Advance and Letter of Credit Advance from the date of such Revolving
Credit Advance or Letter of Credit Advance, as the case may be, until such
principal amount is paid in full, at such interest rates, and payable at such
times, as are specified in the Credit Agreement.

Both principal and interest are payable in lawful money of the
United States of America to CUSA, as Administrative Agent, at 2 Penns Way, Suite
200, New Castle, Delaware 19720, Attention: _______________, in same day funds.
Each Revolving Credit Advance and Letter of Credit Advance owing to the Lender
by the Borrower and the maturity thereof, and all payments made on account of
principal thereof, shall be recorded by the Lender and, prior to any transfer
hereof, endorsed on the grid attached hereto, which is part of this Promissory
Note; provided, however, that the failure of the Lender to make any such
recordation or endorsement shall not affect the Obligations of the Borrower
under this Promissory Note.

This Promissory Note is one of the Notes referred to in, and is
entitled to the benefits of, the Credit Agreement. The Credit Agreement, among
other things, (i) provides for the making of advances (variously, the "REVOLVING
CREDIT ADVANCES" or the "LETTER OF CREDIT ADVANCES") by the Lender to or for the
benefit of the Borrower from time to time in an aggregate amount not to exceed
at any time outstanding the U.S. dollar amount first above mentioned, the
indebtedness of the Borrower resulting from each such Revolving Credit Advance
and Letter of Credit Advance being evidenced by this Promissory Note, and (ii)
contains provisions for 

158

acceleration of the maturity hereof upon the happening of certain stated events
and also for prepayments on account of principal hereof prior to the maturity
hereof upon the terms and conditions therein specified. The obligations of the
Borrower under this Promissory Note and the other Loan Documents, and the
obligations of the other Loan Parties under the Loan Documents, are secured by
the Collateral as provided in the Loan Documents.

This Promissory Note shall be governed by, and construed in
accordance with, the laws of the State of New York.

AMKOR TECHNOLOGY, INC.

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

159

ADVANCES AND PAYMENTS OF PRINCIPAL

------------------------------------------------------------------------------------------
AMOUNT OF          UNPAID
AMOUNT OF       PRINCIPAL PAID      PRINCIPAL         NOTATION
DATE             ADVANCE          OR PREPAID         BALANCE          MADE BY
------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

160

EXHIBIT B

FORM OF
NOTICE OF BORROWING

Citicorp USA, Inc.
as Administrative Agent
under the Credit Agreement
referred to below
2 Penns Way, Suite 200
New Castle, Delaware 19720

[Date]
Attention: [                    ]

Ladies and Gentlemen:

The undersigned, Amkor Technology, Inc. (the "BORROWER"), refers
to the Amended and Restated Credit Agreement dated as of March 30, 2001 (as
amended, amended and restated, supplemented or otherwise modified from time to
time, the "CREDIT AGREEMENT"; terms defined therein, unless otherwise defined
herein, being used herein as therein defined) among the Borrower, the Initial
Lenders and Initial Issuing Banks party thereto, Salomon Smith Barney Inc.
("SSBI") as Book Manager, Citicorp USA, Inc. ("CUSA"), as Administrative Agent
and as Collateral Agent, SSBI and Deutsche Banc Alex. Brown Inc. ("DBAB"), as
Arrangers and DBAB, as Syndication Agent, and hereby gives you notice,
irrevocably, pursuant to Section 2.2 of the Credit Agreement that the
undersigned hereby requests a Borrowing under the Credit Agreement, and in that
connection sets forth below the information relating to such Borrowing (the
"PROPOSED BORROWING") as required by Section 2.2(a) of the Credit Agreement:

(i)     The Business Day of the Proposed Borrowing is __________,
____.

(ii)    The Facility under which the Proposed Borrowing is
requested is the _______________ Facility.

(iii)   The Type of Advances comprising the Proposed Borrowing
is [Base Rate Advances] [Eurodollar Rate Advances].

(iv)   The aggregate amount of the Proposed Borrowing is $______.

[(v) The initial Interest Period for each Eurodollar Rate Advance
made as part of the Proposed Borrowing is __________ month[s].]

The undersigned hereby certifies that the following statements
are true on the date hereof, and will be true on the date of the Proposed
Borrowing:

161

(A) The representations and warranties contained in each Loan
Document are correct on and as of the date of the Proposed Borrowing, before and
after giving effect to the Proposed Borrowing and to the application of the
proceeds therefrom, as though made on and as of such date, other than any such
representations or warranties that, by their terms, refer to a specific date
other than the date of the Proposed Borrowing, in which case, as of such
specific date.

(B) No Default has occurred and is continuing, or would result
from such Proposed Borrowing or from the application of the proceeds therefrom.

[(C) If the Proposed Borrowing consists of a Revolving Credit
Borrowing, the sum of the Loan Values of the Eligible Collateral exceeds the
aggregate principal amount of the Revolving Credit Advances plus Letter of
Credit Advances to be outstanding plus the Available Amount of all Letters of
Credit then outstanding after giving effect to the Proposed Borrowing.]

Delivery of an executed counterpart of this Notice of Borrowing
by telecopier shall be effective as delivery of an original executed counterpart
of this Notice of Borrowing.

Very truly yours,

AMKOR TECHNOLOGY, INC.

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

162

EXHIBIT C

FORM OF
ASSIGNMENT AND ACCEPTANCE

Reference is made to the Amended and Restated Credit Agreement
dated as of March 30, 2001 (as amended, amended and restated, supplemented or
otherwise modified from time to time, the "CREDIT AGREEMENT"; terms defined
therein, unless otherwise defined herein, being used herein as therein defined)
among Amkor Technology, Inc. (the "BORROWER"), the Initial Lenders and Initial
Issuing Banks party thereto, Salomon Smith Barney Inc. ("SSBI") as Book Manager,
Citicorp USA, Inc. ("CUSA"), as Administrative Agent and as Collateral Agent,
SSBI and Deutsche Banc Alex. Brown Inc. ("DBAB"), as Arrangers and DBAB, as
Syndication Agent.

Each "Assignor" referred to on Schedule 1 hereto (each, an
"ASSIGNOR") and each "Assignee" referred to on Schedule 1 hereto (each, an
"ASSIGNEE") agrees severally with respect to all information relating to it and
its assignment hereunder and on Schedule 1 hereto as follows:

1.     Such Assignor hereby sells and assigns, without recourse 
except as to the representations and warranties made by it herein, to such
Assignee, and such Assignee hereby purchases and assumes from such Assignor, an
interest in and to such Assignor's rights and obligations under the Credit
Agreement as of the date hereof equal to the percentage interest specified on
Schedule 1 hereto of all outstanding rights and obligations under the Facilities
specified on Schedule 1 hereto. After giving effect to such sale and assignment,
such Assignee's Commitments and the amount of the Advances owing to such
Assignee will be as set forth on Schedule 1 hereto.

2.     Such Assignor (i) represents and warrants that its name 
set forth on Schedule 1 hereto is its legal name, that it is the legal and
beneficial owner of the interest or interests being assigned by it hereunder and
that such interest or interests are free and clear of any adverse claim; (ii)
makes no representation or warranty and assumes no responsibility with respect
to any statements, warranties or representations made in or in connection with
any Loan Document or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of, or the perfection or priority of any lien
or security interest created or purported to be created under or in connection
with, any Loan Document or any other instrument or document furnished pursuant
thereto; (iii) makes no representation or warranty and assumes no responsibility
with respect to the financial condition of any Loan Party or the performance or
observance by any Loan Party of any of its obligations under any Loan Document
or any other instrument or document furnished pursuant thereto; and (iv)
attaches the Note or Notes, if any, held by such Assignor and requests, to the
extent requested of it by such Assignee, that the Administrative Agent exchange
such Note or Notes for a new Note or Notes payable to the order of such Assignee
in an amount equal to the Commitments assumed by such Assignee pursuant hereto
or new Notes payable to the order of such Assignee in an amount equal to the
Commitments assumed by such Assignee pursuant hereto and such Assignor in an
amount equal to the Commitments retained by such Assignor under the Credit
Agreement, respectively, as specified on Schedule 1 hereto.

3.     Such Assignee (i) confirms that it has received a copy of 
the Credit Agreement, together with copies of the financial statements referred
to in Section 4.1 thereof and

163

such other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into this Assignment and Acceptance;
(ii) agrees that it will, independently and without reliance upon any Agent, any
Assignor or any other Lender Party and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under the Credit Agreement; (iii)
represents and warrants that its name set forth on Schedule 1 hereto is its
legal name; (iv) confirms that it is an Eligible Assignee; (v) appoints and
authorizes each Agent to take such action as agent on its behalf and to exercise
such powers and discretion under the Loan Documents as are delegated to such
Agent by the terms thereof, together with such powers and discretion as are
reasonably incidental thereto; (vi) agrees that it will perform in accordance
with their terms all of the obligations that by the terms of the Credit
Agreement are required to be performed by it as a Lender Party; and (vii)
attaches any U.S. Internal Revenue Service forms required under Section 2.12 of
the Credit Agreement.

4.     Following the execution of this Assignment and Acceptance,
it will be delivered to the Administrative Agent for acceptance and recording by
the Administrative Agent. The effective date for this Assignment and Acceptance
(the "EFFECTIVE DATE") shall be the date of acceptance hereof by the
Administrative Agent, unless otherwise specified on Schedule 1 hereto.

5.     Upon such acceptance and recording by the Administrative 
Agent, as of the Effective Date, (i) such Assignee shall be a party to the
Credit Agreement and, to the extent provided in this Assignment and Acceptance,
have the rights and obligations of a Lender Party thereunder and (ii) such
Assignor shall, to the extent provided in this Assignment and Acceptance,
relinquish its rights and be released from its obligations under the Credit
Agreement (other than its rights and obligations under the Loan Documents that
are specified under the terms of such Loan Documents to survive the payment in
full of the Obligations of the Loan Parties under the Loan Documents to the
extent any claim thereunder relates to an event arising prior to the Effective
Date of this Assignment and Acceptance) and, if this Assignment and Acceptance
covers all of the remaining portion of the rights and obligations of such
Assignor under the Credit Agreement, such Assignor shall cease to be a party
thereto.

6.     Upon such acceptance and recording by the Administrative 
Agent, from and after the Effective Date, the Administrative Agent shall make
all payments under the Credit Agreement and the Notes, if any, in respect of the
interest assigned hereby (including, without limitation, all payments of
principal, interest and commitment fees with respect thereto) to such Assignee.
Such Assignor and such Assignee shall make all appropriate adjustments in
payments under the Credit Agreement and the Notes for periods prior to the
Effective Date directly between themselves.

7.     This Assignment and Acceptance shall be governed by, and 
construed in accordance with, the laws of the State of New York.

8.     This Assignment and Acceptance may be executed in any 
number of counterparts and by different 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. Delivery of an
executed counterpart of Schedule 1 to this Assignment and Acceptance by
telecopier shall be effective as delivery of an original executed counterpart of
this Assignment and Acceptance.

164

IN WITNESS WHEREOF, each Assignor and each Assignee have caused
Schedule 1 to this Assignment and Acceptance to be executed by their officers
thereunto duly authorized as of the date specified thereon.

165

SCHEDULE 1
TO
ASSIGNMENT AND ACCEPTANCE

==========================================================================================
ASSIGNORS:

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

Term B Facility

------------------------------------------------------------------------------------------
Percentage interest assigned                        %     %      %      %     %

------------------------------------------------------------------------------------------
Term B Commitment assigned                        $      $     $      $      $

------------------------------------------------------------------------------------------
Outstanding principal amount of                   $      $     $      $      $
Term B Advance assigned

------------------------------------------------------------------------------------------
Principal amount of Term B Note                   $      $     $      $      $
payable to ASSIGNOR

------------------------------------------------------------------------------------------
Revolving Credit Facility

------------------------------------------------------------------------------------------
Percentage interest assigned                        %     %      %     %/\    %

------------------------------------------------------------------------------------------
Revolving Credit Commitment assigned              $      $     $      $      $

------------------------------------------------------------------------------------------
Aggregate outstanding principal amount of         $      $     $      $      $
Revolving Credit Advances assigned

------------------------------------------------------------------------------------------
Principal amount of Revolving Credit Note         $      $     $      $      $
payable to ASSIGNOR

------------------------------------------------------------------------------------------
Letter of Credit Facility

------------------------------------------------------------------------------------------
Letter of Credit Commitment assigned              $      $     $      $      $

------------------------------------------------------------------------------------------
Letter of Credit Commitment retained              $      $     $      $      $

------------------------------------------------------------------------------------------
ASSIGNEES:

------------------------------------------------------------------------------------------
Term B Facility

------------------------------------------------------------------------------------------
Percentage interest assumed                         %     %      %      %     %

------------------------------------------------------------------------------------------
Term B Commitment assumed                         $      $     $      $      $

------------------------------------------------------------------------------------------
Outstanding principal amount of                   $      $     $      $      $
Term B Advance assumed

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

166

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

Principal amount of Term B Note                   $      $     $      $      $
payable to ASSIGNEE

------------------------------------------------------------------------------------------
Revolving Credit Facility

------------------------------------------------------------------------------------------
Percentage interest assumed                         %     %      %      %     %
------------------------------------------------------------------------------------------
Revolving Credit Commitment assumed               $      $     $      $      $

------------------------------------------------------------------------------------------
Aggregate outstanding principal amount of         $      $     $      $      $
Revolving Credit Advances assumed

------------------------------------------------------------------------------------------
Principal amount of Revolving Credit Note         $      $     $      $      $
payable to ASSIGNEE

------------------------------------------------------------------------------------------
Letter of Credit Facility

------------------------------------------------------------------------------------------
Letter of Credit Commitment assumed               $      $     $      $      $

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

167

Effective Date (if other than date of acceptance by Administrative Agent):

--------------- ----, ------.

ASSIGNORS

, as Assignor
----------------------
[Type or print legal name of Assignor]

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

Dated:
------------ ----, -----

, as Assignor
----------------------
[Type or print legal name of Assignor]

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

Dated:
------------ ----, -----

, as Assignor
----------------------
[Type or print legal name of Assignor]

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

Dated: 
------------ ----, -----

, as Assignor
----------------------
[Type or print legal name of Assignor]

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

Dated: 
------------ ----, -----

168

, as Assignor
----------------------
[Type or print legal name of Assignor]

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

Dated: 
------------ ----, -----

ASSIGNEES

, as Assignee
----------------------
[Type or print legal name of Assignor]

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

Dated: 
------------ ----, -----

Domestic Lending Office:

Eurodollar Lending Office:

, as Assignee
----------------------
[Type or print legal name of Assignor]

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

Dated: 
------------ ----, -----

Domestic Lending Office:

Eurodollar Lending Office:

, as Assignee
----------------------
[Type or print legal name of Assignor]

169

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

Dated:  
------------ ----, -----

Domestic Lending Office:

Eurodollar Lending Office:

, as Assignee
----------------------
[Type or print legal name of Assignee]

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

Dated: 
------------ ----, -----

Domestic Lending Office:

Eurodollar Lending Office:

, as Assignee
----------------------
[Type or print legal name of Assignor]

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

Dated:
----------- ----, -----

Domestic Lending Office:

Eurodollar Lending Office:

Accepted (1)[and Approved] this               

-------------------------
(1) Required if the Assignee is an Eligible Assignee solely by reason of 
clause (a)(iii) or (b) of the definition of "Eligible Assignee". 

170
day of                ,      
---------------  -----

CITICORP USA, INC.,
as Administrative Agent

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

(2)[Approved this               day
-------------
of             ,      
------------  -----

AMKOR TECHNOLOGY, INC.,

By:                                         
----------------------------------------
Title:]

-------------------------
(2) Required if the Assignee is an Eligible Assignee solely by reason of 
clause (a)(iii) or (b) of the definition of "Eligible Assignee" unless a 
Default has occurred and is continuing.

171

EXHIBIT D TO THE
CREDIT AGREEMENT

FORM OF
BORROWING BASE CERTIFICATE

To:         Citicorp USA, Inc.
2 Penns Way, Suite 200
New Castle, DE 19720

Attn:
Fax:

Amkor Technology, Inc.
-----------------------

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

(1)     Inventory Net Availability
[Total from Schedule I]                                                $
-------
(2)     Accounts Receivable Net Availability
[Total from Schedule II]                                               $
-------
(3)     Total Borrowing Base Availability
[1 plus 2]                                                             $
----                                                                 -------
(4)     Revolving Credit Commitment                                            $
-------

(5)     The lesser of (3) and (4)                                              $
-------

(6)     Revolving Credit Advances Outstanding                                  $
-------
(7)     Aggregate Principal Amount of  
Letter of Credit Advances Outstanding                                  $
-------

(8)     Total Available Amount of all      
Letters of Credit Outstanding

a.     Standby Letters of Credit                               $
-------
b.     Trade Letters of Credit                                 $
-------
c.     Total Letters of Credit [(a) + (b)]                     $
-------

(9)     Total Revolving Credit Availability
[(5) less (6) less (7) less (8)]                                       $
----     ----     ----                                             -------

172

This report is submitted pursuant to the Amended and Restated    
Credit Agreement dated as of March 30, 2001 (as amended, amended and restated,  
supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT";   
terms defined therein, unless otherwise defined herein, being used herein as    
therein defined) among the Borrower, the Initial Lenders and Initial Issuing    
Banks party thereto, Salomon Smith Barney Inc. ("SSBI") as Book Manager,        
Citicorp USA, Inc. ("CUSA"), as Administrative Agent and as Collateral Agent,   
SSBI and Deutsche Banc Alex. Brown Inc. ("DBAB"), as Arrangers and DBAB, as     
Syndication Agent. All of the current accounts referred to in this report (the  
"ACCOUNTS") have been assigned to the Collateral Agent and the Collateral Agent 
has been granted a security interest in the Accounts pursuant to the Loan       
Documents.                                                                      

The undersigned hereby certifies that (i) the amounts and the    
representations set forth above are true and correct in all material respects,  
(ii) the calculations determined herein are determined in accordance with the   
Credit Agreement and (iii) except as noted, none of the Accounts referred to in 
this report falls within the ineligible or prohibited categories as noted in the
Credit Agreement. We further confirm the above mentioned assignment and grant of
security interest in the Accounts to the Collateral Agent.                      

AMKOR TECHNOLOGY, INC.           

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

173

SCHEDULE I
Eligible Inventory

(a)     Gross Inventory                                                                 $
--------

Less:   Ineligible Inventory 

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

(b)     Inventory located on leaseholds as to which the lessor has not entered          $        
into a consent and agreement required by the Collateral Agent pursuant           --------
to the Credit                                                                   
Agreement                                                                       

----------------------------------------------------------------------------------------------------
(c)     Inventory that is obsolete, unusable or otherwise                               $
unavailable for sale                                                             --------

----------------------------------------------------------------------------------------------------
(d)     Inventory with respect to which the representations and warranties set          $           
forth in Section 9 of the Security Agreement applicable to Inventory are         --------   
not true and correct in all material respects                                   

----------------------------------------------------------------------------------------------------
(e)     Inventory that fails to meet all standards imposed by any governmental          $         
agency, or department or division thereof, having regulatory authority           -------- 
over such Inventory or its use or sale                                          

----------------------------------------------------------------------------------------------------
(f)     Inventory that is subject to any licensing, patent, royalty, trademark,         $        
trade name or copyright agreement with any third party from whom any             --------
Domestic Loan Party has received notice of a dispute in respect of any          
such agreement to the extent of such dispute                                    

----------------------------------------------------------------------------------------------------
(g)     Inventory that is not in the possession of or under                             $         
the sole control of the Domestic Loan Parties                                    -------- 

----------------------------------------------------------------------------------------------------
(h)     Inventory consisting of work in progress                                        $
--------
----------------------------------------------------------------------------------------------------
(i)     Inventory in respect of which the Security Agreement, after giving              $          
effect to the related filings of financing statements that have then             --------  
been made, if any, does not or has ceased to create a valid and                 
perfected first priority lien or security interest in favor of the
Collateral Agent for the benefit of the Secured
Parties securing the Secured Obligations                                        

----------------------------------------------------------------------------------------------------
(j)     Other Ineligible Inventory                                                      $        
--------
----------------------------------------------------------------------------------------------------
(k)     Total Ineligible Inventory [(sum of (b) through (j)]                            $
--------
----------------------------------------------------------------------------------------------------
(l)     Eligible Inventory [(a) less (k)]                                               $
--------
====================================================================================================

Loan Value of Eligible Inventory
(Product of (1) and 50%)                                                                $
========

174

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

(j)     Receivables arising out of sales to account debtors outside the United          $        
States unless such Receivables are (i) fully backed by an irrevocable            --------
letter of credit on terms, and issued by a financial institution,               
acceptable to the Administrative Agent and such irrevocable letter of
credit is in the possession of the Collateral Agent or the
Administrative Agent or (ii) owing from an account debtor that is a
foreign subsidiary or division of a Person organized and in good
standing under the laws of a jurisdiction within the United States              

--------------------------------------------------------------------------------------------------
(k)     Receivables arising out of sales on a guaranteed sale,                          $
sale-or-return, sale on approval or consignment basis                            --------
or subject to any right of return, set-off or
charge-back
--------------------------------------------------------------------------------------------------
(l)     Receivables owing from an account debtor that is an agency, department          $         
or instrumentality of the United States or any State thereof unless the          -------- 
Borrower shall have satisfied the requirements of the Assignment of             
Claims Act of 1940, as amended, and any similar State legislation and
the Administrative Agent is satisfied as to the absence of set-offs,
counterclaims and other defenses on the part of such account debtor             

--------------------------------------------------------------------------------------------------
(m)     Receivables the full and timely payment of which the Administrative Agent        $         
in its reasonable judgment believes to be doubtful                                --------

--------------------------------------------------------------------------------------------------
(n)     Receivables in respect of which the Security Agreement, after giving            $        
effect to the related filings of financing statements that have then             --------
been made, if any, does not or has ceased to create a valid and                 
perfected first priority lien or security interest in favor of the
Collateral Agent for the benefit of the Secured Parties securing the 
Secured Obligations  
--------------------------------------------------------------------------------------------------
(o)     Other Ineligible Receivables                                                    $
--------
--------------------------------------------------------------------------------------------------
(p)     Total Ineligible Receivables [sum of (b) through (o)]                           $
--------

--------------------------------------------------------------------------------------------------
(q)     Eligible Receivables [(a) less (p)]                                             $
----                                                   --------
--------------------------------------------------------------------------------------------------

Loan Value of Eligible Inventory
(product of (q) and 85%)                                                                $
========

1
Exhibit 4.4

AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT AGREEMENT

AMENDMENT NO. 1, dated as of June 29, 2001, to the Amended and Restated
Credit Agreement dated as of March 30, 2001 (the "Credit Agreement") among Amkor
Technology, Inc. a Delaware corporation (the "Borrower"), the lenders and
issuing banks party thereto (collectively the "Lenders"), Salomon Smith Barney
Inc. ("SSBI") as sole book manager, Citicorp USA, Inc. as administrative agent
(the "Administrative Agent") for the Lenders and as collateral agent (the
"Collateral Agent"), SSBI and DEUTSCHE BANC ALEX. BROWN INC. ("DBAB"), as
arrangers and DBAB as syndication agent.

PRELIMINARY STATEMENTS:

(1)    The parties to this Amendment are party to the Credit Agreement.
Capitalized terms defined in the Credit Agreement and not otherwise defined in
this Amendment are used herein as therein defined.

(2)    The parties hereto have agreed to amend the Credit Agreement as
hereinafter set forth.

SECTION 1. AMENDMENTS. Subject to the satisfaction of the
conditions precedent set forth in Section 2 hereof, the Credit Agreement is
hereby amended, effective as of the date hereof, as follows:

(a)    Amendments to Article I (Definitions and Accounting Terms).

The following new definition is inserted in Section 1.1 of the
Credit Agreement in the appropriate place to preserve the alphabetical
order of the definitions in such section:

""Senior Secured Leverage Ratio" means, at any date of
determination, the ratio of (a) the aggregate amount of the
Advances together with all Indebtedness in respect of Capitalized
Leases and any other Debt for Borrowed Money which is not
Subordinated Debt and is secured by a Lien of the Borrower and
its Restricted Subsidiaries at such date to (b) Consolidated
EBITDA of the Borrower and its Restricted Subsidiaries for the
most recent Measurement Period ending on or prior to such date."

(b)    Amendments to Article V (Covenants of the Borrower).

(i) Section 5.4(b) is hereby amended by deleting the
existing Section 5.4(b) in its entirety and inserting the following
revised Section 5.4(b) in lieu thereof:

"(b)   Leverage Ratio.  Maintain at all times a 
Leverage Ratio of not more than the amount set forth below for
each period set forth below:

2

-------------------------------------------
QUARTER ENDING                       RATIO
-------------------------------------------

March 31, 2001                       3.25:1
-------------------------------------------
June 30, 2001                        4.00:1
-------------------------------------------
September 30, 2001                   5.25:1
-------------------------------------------
December 31, 2001                    3.25:1
-------------------------------------------
March 31, 2002                       3.00:1
-------------------------------------------
June 30, 2002                        3.00:1
-------------------------------------------
September 30, 2002                   2.75:1
-------------------------------------------
December 31, 2002                    2.50:1
-------------------------------------------
March 31, 2003                       2.25:1
-------------------------------------------
June 30, 2003                        2.25:1
-------------------------------------------
September 30, 2003                   2.25:1
-------------------------------------------
December 31, 2003                    2.25:1
-------------------------------------------
March 31, 2004                       2.00:1
-------------------------------------------
June 30, 2004                        2.00:1
-------------------------------------------
September 30, 2004                   2.00:1
-------------------------------------------
December 31, 2004                    2.00:1
-------------------------------------------
March 31, 2005                       2.00:1
-------------------------------------------
June 30, 2005                        2.00:1
-------------------------------------------
September 30, 2005                   2.00:1
-------------------------------------------

"

(i)    Section 5.4(c) is hereby amended by deleting the 
existing Section 5.4(c) in its entirety and inserting the following revised
Section 5.4(c) in lieu thereof:

"(c)   Interest Coverage Ratio.  Maintain at all 
times an Interest Coverage Ratio of not less than the
amount set forth below for each period set forth below:

-------------------------------------------
Quarter Ending                       Ratio
-------------------------------------------

March 31, 2001                       3.50:1
-------------------------------------------
June 30, 2001                        3.00:1
-------------------------------------------
September 30, 2001                   2.35:1
-------------------------------------------
December 31, 2001                    3.50:1
-------------------------------------------
March 31, 2002                       3.50:1
-------------------------------------------
June 30, 2002                        3.50:1
-------------------------------------------
September 30, 2002                   3.75:1
-------------------------------------------
December 31, 2002                    3.75:1
-------------------------------------------
March 31, 2003                       4.00:1
-------------------------------------------
June 30, 2003                        4.00:1
-------------------------------------------
September 30, 2003                   4.00:1
-------------------------------------------
December 31, 2003                    4.00:1
-------------------------------------------
March 31, 2004                       4.00:1
-------------------------------------------
June 30, 2004                        4.00:1
-------------------------------------------
September 30, 2004                   4.00:1
-------------------------------------------

-2-

3

-------------------------------------------
December 31, 2004                    4.00:1
-------------------------------------------
March 31, 2005                       4.00:1
-------------------------------------------
June 30, 2005                        4.00:1
-------------------------------------------
September 30, 2005                   4.00:1
-------------------------------------------

"

(iii) Section 5.4(d) is hereby amended by deleting the
existing Section 5.4(d) in its entirety and inserting the
following revised Section 5.4(d) in lieu thereof:

"(d) Tangible Net Worth. The Borrower will not
permit Tangible Net Worth: (i) on June 30, 2001 to be less
than $400,000,000; (ii) on September 30, 2001 to be less
than $325,000,000; and (iii) at any time thereafter to be
less than (i) 90% of the Tangible Net Worth on September
30, 2001 plus (ii) 50% of the sum of Consolidated Net
Income of the Borrower and its Restricted Subsidiaries for
each fiscal quarter beginning with the first quarter after
September 30, 2001 (without reduction for losses) plus
(iii) the amount of Net Cash Proceeds from issuances of
Equity Interests received by the Borrower since September
30, 2001. For the quarters ending June 30, 2001 and
September 30, 2001, the Tangible Net Worth will not
include any write down of Equity Interests in Anam."

(iv) Section 5.4 of the Credit Agreement is hereby amended
by adding a new clause (e) immediately after clause (d) to read
in its entirety as follows:

"(e)   Senior Secured Leverage Ratio.  Maintain at 
all times a Senior Secured Leverage Ratio of not more
than the amount set forth below for each period set
forth below:

-------------------------------------------
QUARTER ENDING                       RATIO
-------------------------------------------

June 30, 2001                        1.00:1
-------------------------------------------
September 30, 2001                   1.00:1
-------------------------------------------

"

SECTION 2. CONDITIONS TO EFFECTIVENESS. This Amendment shall become
effective as of the date first above written when, and only when, (i) the
Administrative Agent shall have received counterparts of this Amendment executed
by the Borrower and the Required Lenders or, as to any of the Lenders, evidence
satisfactory to the Administrative Agent that such Lender has executed this
Amendment, (ii) each Subsidiary Guarantor shall have executed a consent to this
Amendment in the form attached hereto, and (iii) the Administrative Agent shall
have received from the Borrower, for the account of each Lender that has
executed this Amendment and delivered evidence thereof satisfactory to the
Administrative Agent at or before 5:00 p.m. New York City time on July 10, 2001,
an amendment fee equal to 0.15% of the aggregate amount of the
outstanding Term B Advances, Revolving Credit Commitments and Letter of Credit
Commitments of each such Lender as of such date. Furthermore this Amendment is
subject to the provisions of Section 8.1 of the Credit Agreement.

-3-

4

SECTION 3. CONSTRUCTION WITH THE LOAN DOCUMENTS. (a) On and after the
effectiveness of this Amendment, each reference in the Credit Agreement to "this
Agreement", "hereunder", "hereof" or words of like import referring to the
Credit Agreement, and each reference in the Notes and each of the other Loan
Documents to "the Credit Agreement", "thereunder", "thereof" or words of like
import referring to the Credit Agreement, shall mean and be a reference to the
Credit Agreement as amended by this Amendment.

SECTION 4. GOVERNING LAW.  This Amendment is governed by the law of
the State of New York.

SECTION 5. AMENDMENTS TO COLLATERAL DOCUMENTS. Each Lender hereby
appoints each of the Administrative Agent and the Collateral Agent as its
attorney-in-fact with full authority in the place and stead of such Lender and
in the name of such Lender or otherwise, from time to time, to amend any Korean
Collateral Document as the Administrative Agent or the Collateral Agent
reasonably considers desirable or necessary to give effect to the provisions of
Section 8.1 or Section 8.11 of the Credit Agreement or otherwise to release
Collateral under the Korean Collateral Documents to the extent that such release
is permitted pursuant to the terms of the Credit Agreement. Each Lender hereby
ratifies and will ratify any action taken by either such Attorney from time to
time as contemplated by this Section 5.

SECTION 6. REPRESENTATIONS AND WARRANTIES.  The Borrower hereby 
represents and warrants that each of the representations and warranties
made by the Borrower in the Credit Agreement, as amended hereby, and the other
Loan Documents to which the Borrower is a party or by which the Borrower is
bound, shall be true and correct in all material respects on and as of the date
hereof (other than representations and warranties in any such Loan Document
which expressly speak as of a specific date, which shall have been true and
correct in all material respects as of such specific date) and no Default or
Event of Default has occurred and is continuing as of the date hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their respective officers thereunto duly authorized, as of the date first
above written.

AMKOR TECHNOLOGY, INC.,

By /s/ Kenneth Joyce
------------------------------------------
Name:   Kenneth Joyce
Title:  Executive Vice President &
Chief Financial Officer

CITICORP USA, INC.,
as Administrative Agent and Collateral Agent

By /s/ Suzanne Crymes
------------------------------------------
Name:   Suzanne Crymes
Title:  Vice President

-4-

5

CITIBANK, N.A.,
as Lender

By /s/ Suzanne Crymes
------------------------------------------
Name:  Suzanne Crymes
Title: Vice President

-5-

6

Societe Generale                             ,
---------------------------------------------
as Lender

By /s/ Cynthia A. Jay
------------------------------------------
Name:  Cynthia A. Jay
Title: Managing Director

7

ABN AMRO Bank N.V.

By /s/ Natalie M. Smith
------------------------------------------
Name:  Natalie M. Smith
Title: Vice President

By /s/ Jana Dombrowski
------------------------------------------
Name:  Jana Dombrowski
Title: Vice President

8

BANK OF AMERICA, N.A.                        ,
---------------------------------------------
as Lender

By /s/ Sugeet Manchanda
------------------------------------------
Name:  Sugeet Manchanda
Title: Principal

9

Bank of China, New York Branch               ,
---------------------------------------------
as Lender

By /s/ Bailin Zheng
------------------------------------------
Name:  Bailin Zheng
Title: General Manager

10

THE BANK OF NOVA SCOTIA                      ,
---------------------------------------------
as Lender

By /s/ Todd S. Meller
------------------------------------------
Name:  Todd S. Meller
Title: Managing Director

11

Bank of Tokyo Mitsubishi Trust Company       ,
---------------------------------------------
as Lender

By /s/ H. Zimmermann
------------------------------------------
Name:  H. Zimmermann
Title: Vice President

12

BARCLAYS BANK PLC,
as Lender

By /s/ Peter Yetman
------------------------------------------
Name:  Peter Yetman
Title: Director

13

BNP PARIBAS                                  ,
---------------------------------------------
as Lender

By /s/ Stuart Darby
------------------------------------------
Name:  Stuart Darby
Title: Vice President

By /s/ Jean Plassard
------------------------------------------
Name:  Jean Plassard
Title: Managing Director

14

COMERICA BANK,
as Lender

By /s/ John M. Costa
------------------------------------------
Name:  John M. Costa
Title: First Vice President

15

BANKERS TRUST COMPANY                        ,
---------------------------------------------
as Lender

By /s/ Mary Jo Jolly
------------------------------------------
Name:  MARY JO JOLLY
Title: ASSISTANT VICE PRESIDENT

16

ERSTE BANK                                   ,
---------------------------------------------
as Lender

By /s/ John Fay
------------------------------------------
Name:  John Fay
Title: Vice President
ERSTE Bank New York Branch

By /s/ John S. Runnion
------------------------------------------
Name:  John S. Runnion
Title: Managing Director
ERSTE Bank New York Branch

17

FIRST UNION NATIONAL BANK                    ,
---------------------------------------------
as Lender

By /s/ Jorge A. Gonzalez
------------------------------------------
Name:  Jorge A. Gonzalez
Title: Senior Vice President

18

FLEET NATIONAL BANK                          ,
---------------------------------------------
as Lender

By /s/ G.A. Nicholson
------------------------------------------
Name:  G.A. Nicholson
Title: Vice President

19

THE FUJI BANK, LIMITED

By /s/ Nobuoki Koike
------------------------------------------
Name:  Nobuoki Koike
Title: Vice President

20

IBM CREDIT CORPORATION                       ,
---------------------------------------------
as Lender

By /s/ Thomas S. Curcio
------------------------------------------
Name:  Thomas S. Curcio
Title: Manager of Credit,
Commercial & Specialty
Financing

21

IKB CAPITAL CORPORATION,
-----------------------
as Lender

By /s/ David Snyder
------------------------------------------
Name:  David Snyder
Title: President

22

THE INDUSTRIAL BANK OF JAPAN,
---------------------------------------------
LIMITED  
---------------------------------------------
as Lender

By /s/ Kenneth Biegen
------------------------------------------
Name: Kenneth Biegen
Title: Senior Vice President

23

Key Corporate Capital Inc.,
as Lender

By /s/ Jeff Kalinowski
------------------------------------------
Name:  Jeff Kalinowski
Title: Vice President

24

PNC Bank, National Association,
as Lender

By /s/ Robert J. Giannone
------------------------------------------
Name:  Robert J. Giannone
Title: Vice President

25

CENTURION CDO II, LTD.

By:  American Express Asset Management
Group Inc. as Collateral Manager 
---------------------------------------------
as Lender

By /s/ Michael M. Leyland
------------------------------------------
Name:  Michael M. Leyland
Title: Managing Director

26

AMMC CDO I, LIMITED
By:  American Money Management Corp.,
as Collateral Manager

By /s/ David P. Meyer
------------------------------------------
Name: David P. Meyer
Title: Vice President

27

AMMC CDO II, LIMITED
as Lender

By:  American Money Management Corp.,
as Collateral Manager

By /s/ David P. Meyer
------------------------------------------
Name: David P. Meyer
Title: Vice President

28

NORTHWOODS CAPITAL, LIMITED
BY:  ANGELO, GORDON & CO., L.P.,
AS COLLATERAL MANAGER

By /s/ John W. Fraser
------------------------------------------
Name: JOHN W. FRASER
Title: MANAGING DIRECTOR

29

NORTHWOODS CAPITAL II, LIMITED
BY:  ANGELO, GORDON & CO., L.P.,
AS COLLATERAL MANAGER

By /s/ John W. Frazer
------------------------------------------
Name:  JOHN W. FRASER
Title: MANAGING DIRECTOR

30

ARES Leveraged Investment Fund, L.P.

By: ARES Management, L.P.
Its: General Partner

By /s/ Christopher N. Jacobs
------------------------------------------
Title: Christopher N. Jacobs
Vice President

31

ARES Leveraged Investment Fund II, L.P.

By: ARES Management II, L.P.
Its: General Partner

By /s/ Christopher N. Jacobs
------------------------------------------
Title: Christopher N. Jacobs
Vice President

32

Ares IV CLO LTD.

By: Ares CLO Manangement IV, L.P.,
Investment Manager

By: Ares CLO GP IV, LLC,
Its: Managing Member

By /s/ Christopher N. Jacobs
------------------------------------------
Name:  Christopher N. Jacobs
Title: Vice President

33

BLACK DIAMOND INTERNATIONAL
FUNDING LTD. 
---------------------------------------------
as Lender

By /s/ David Egglishaw
------------------------------------------
Name:  David Egglishaw
Title: Director

34

BLACK DIAMOND CLO 1999-1 LTD.                ,
---------------------------------------------
as Lender

By /s/ David Egglishaw
------------------------------------------
Name:  David Egglishaw
Title: Director

35

BLACK DIAMOND CLO 2000-1 LTD.                ,
---------------------------------------------
as Lender

By /s/ David Egglishaw
------------------------------------------
Name:  David Egglishaw
Title: Director

36

SIERRA-CLO-I                                 ,
---------------------------------------------
as Lender

By /s/ John M. Casparian
------------------------------------------
Name:  John M. Casparian
Title: Senior Managing Director
Centre Pacific LLC, Manager

37

CAPTIVA FINANCE LTD.                         ,
---------------------------------------------
as Lender

By /s/ David Egglishaw
------------------------------------------
Name:  David Egglishaw
Title: Director

38

ELT LTD.                                     ,
---------------------------------------------
as Lender

By /s/ Ann E. Morris
------------------------------------------
Name: Ann E. Morris
Title: Authorized Agent

39

KZH CYPRESSTREE-1 LLC,
as Lender

By /s/ Virginia Conway
------------------------------------------
Name:  Virginia Conway
Title: Authorized Agent

40

KZH SHOSHONE LLC,
as Lender

By /s/ Virginia Conway
------------------------------------------
Name:  Virginia Conway
Title: Authorized Agent

41

KZH STERLING LLC,
as Lender

By /s/ Virginia Conway
------------------------------------------
Name:  Virginia Conway
Title: Authorized Agent

42

CITADEL HILL 2000 LTD.                       ,
---------------------------------------------
as Lender

By /s/ Nick Karsiotis
------------------------------------------
Name:  Nick Karsiotis
Title: Authorized Signatory

43

PROMETHEUS INVESTMENT FUNDING
NO. 1 LTD.
By: CPF Asset Advisory, LLC as Investment
Manager                                      
---------------------------------------------
as Lender

By /s/ Timothy L. Harrod
------------------------------------------
Name:  Timothy L. Harrod
Title: Managing Director

By /s/ Irv Roa
------------------------------------------
Irv Roa
Associate Director

44

CSAM FUNDING I
as Lender

By /s/ Andrew Marshak
------------------------------------------
Name:  Andrew Marshak
Title: Authorized Signatory

45

FIRST DOMINION FUNDING II
as Lender

By /s/ Andrew Marshak
------------------------------------------
Name:  Andrew Marshak
Title: Authorized Signatory

46

CYPRESSTREE INVESTMENT PARTNERS I, LTD
By:   CypressTree Investment Management
Company, Inc., as Portfolio Manager

By: /s/ P. Jeffrey Huth
------------------------------------------
Name:   P. Jeffrey Huth
Title:  Principal

CYPRESSTREE INVESTMENT PARTNERS II, LTD.
By:   CypressTree Investment Management
Company, Inc., as Portfolio Manager

By: /s/ P. Jeffrey Huth
------------------------------------------
Name:   P. Jeffrey Huth
Title:  Principal

CYPRESSTREE INVESTMENT FUND, LLC
By:   CypressTree Investment Management
Company, Inc., as Portfolio Manager

By: 
------------------------------------------
Name:   P. Jeffrey Huth
Title:  Principal

CYPRESSTREE INSTITUTIONAL FUND, LLC
By:   CypressTree Investment Management
Company, Inc., as Portfolio Manager

By:
------------------------------------------
Name:   P. Jeffrey Huth
Title:  Principal

CYPRESSTREE INVESTMENT MANAGEMENT
COMPANY, INC.
As:   Attorney-in-Fact and on behalf of First
Allmerica Financial Life Insurance
Company as Portfolio Manager

By: /s/ P. Jeffrey Huth
------------------------------------------
Name:   P. Jeffrey Huth
Title:  Principal

47

North American Senior Floating Rate Fund
By:  Stanfield Capital Partners LLC
as Subadvisor                           ,
---------------------------------------------
as Lender

By /s/ Christopher A. Bondy
------------------------------------------
Name:  Christopher A. Bondy
Title: Partner

48

MOUNTAIN CAPITAL CLO II, LTD.

By /s/ Darren P. Riley
------------------------------------------
Name:  Darren P. Riley
Title: Director

49

APEX (IDM) CDO I, LTD.
as Lender

By /s/ Michael Audino
------------------------------------------
Name:  Michael Audino
Title: Assistant Vice President

50

ELC (Cayman) Ltd.
as Lender

By /s/ Michael Audino
------------------------------------------
Name:  Michael Audino
Title: Assistant Vice President

51

ELC (Cayman) Ltd.
CDO Series 1999-I

as Lender

By /s/ Michael Audino
------------------------------------------
Name:  Michael Audino
Title: Assistant Vice President

52

ELC (Cayman) Ltd. 1999-II

as Lender

By /s/ Michael Audino
------------------------------------------
Name:  Michael Audino
Title: Assistant Vice President

53

ELC (Cayman) Ltd. 1999-III

as Lender

By /s/ Michael Audino
------------------------------------------
Name:  Michael Audino
Title: Assistant Vice President

54

ELC (Cayman) Ltd. 2000-I
as Lender

By /s/ Michael Audino
------------------------------------------
Name:  Michael Audino
Title: Assistant Vice President

55

TRYON CLO Ltd. 2000-I
as Lender

By /s/ Michael Audino
------------------------------------------
Name:  Michael Audino
Title: Assistant Vice President

56

SEABOARD CLO 2000 LTD.
as Lender

By /s/ Sheppard H.C. Davis, Jr.
------------------------------------------
Name:  Sheppard H.C. Davis, Jr.
Title: CEO of Seaboard & Co.
Its Collateral Manager

57

AIM FLOATING RATE FUND
By: INVESCO Senior Secured Management, Inc
As Attorney in fact

By /s/ Joseph Rotondo
------------------------------------------
Name:  Joseph Rotondo
Title: Authorized Signatory

58

AMARA-1 FINANCE LTD.
By: INVESCO Senior Secured Management, Inc
As Sub-advisor

By /s/ Joseph Rotondo
------------------------------------------
Name:  Joseph Rotondo
Title: Authorized Signatory

59

AMARA 2  FINANCE, LTD.
By: INVESCO Senior Secured Management, Inc
As Sub-advisor

By /s/ Joseph Rotondo
------------------------------------------
Name:  Joseph Rotondo
Title: Authorized Signatory

60

CERES II FINANCE LTD.
By: INVESCO Senior Secured Management, Inc
As Sub-Managing Agent (Financial)

By /s/ Joseph Rotondo
------------------------------------------
Name:  Joseph Rotondo
Title: Authorized Signatory

61

CHARTER VIEW PORTFOLIO
By: INVESCO Senior Secured Management, Inc
As Investment Advisor

By /s/ Joseph Rotondo
------------------------------------------
Name:  Joseph Rotondo
Title: Authorized

62

AERIES FINANCE-II LTD.
By: INVESCO Senior Secured Management, Inc
As Sub-Managing Agent

By /s/ Joseph Rotondo
------------------------------------------
Name:  Joseph Rotondo
Title: Authorized Signatory

63

AVALON CAPITAL LTD 2
By: INVESCO Senior Secured Management, Inc
As Portfolio Advisor

By /s/ Joseph Rotondo
------------------------------------------
Name:  Joseph Rotondo
Title: Authorized Signatory

64

AVALON CAPITAL LTD
By: INVESCO Senior Secured Management, Inc
As Portfolio Advisor

By /s/ Joseph Rotondo
------------------------------------------
Name:  Joseph Rotondo
Title: Authorized Signatory

65

OASIS COLLATERALIZED HIGH INCOME
PORTFOLIO-I, LTD.
By: INVESCO Senior Secured Management, Inc
As Subadvisor

By /s/ Joseph Rotondo
------------------------------------------
Name:  Joseph Rotondo
Title: Authorized Signatory

66

J.H. WHITNEY MARKET VALUE FUND,
L.P.,
as Lender

By /s/ Kevin J. Curley
------------------------------------------
Name:  Kevin J. Curley
Title: Authorized Signatory

67

MERRILL LYNCH SENIOR FLOATING
RATE FUND, INC.

By /s/ Harsh Jaggi
------------------------------------------
Name:  Harsh Jaggi
Title: Authorized Signatory

MASTER FLOATING RATE TRUST

By /s/ Harsh Jaggi
------------------------------------------
Name:  Harsh Jaggi
Title: Authorized Signatory

MERRILL LYNCH GLOBAL INVESTMENT
SERIES:  BANK LOAN INCOME
PORTFOLIO
By: Merrill Lynch Investment Managers, L.P.
as Investment Advisor

By /s/ Harsh Jaggi
------------------------------------------
Name:  Harsh Jaggi
Title: Authorized Signatory

MERRILL LYNCH PRIME RATE
PORTFOLIO
By: Merrill Lynch Investment Managers, L.P.
as Investment Advisor

By /s/ Harsh Jaggi
------------------------------------------
Name:  Harsh Jaggi
Title: Authorized Signatory

68

METROPOLITAN PROPERTY AND
CASUALTY INSURANCE COMPANY                   ,
---------------------------------------------
as Lender

By /s/ James. R. Dingler
------------------------------------------
Name:  James R. Dingler
Title: Authorized Signatory

69

CLYDESDALE CLO 2001-I, LTD.                  ,
---------------------------------------------
as Lender

Nomura Corporate Research and Asset
Management Inc. as Collateral Manager

By /s/ Elizabeth C. MacLean
------------------------------------------
Name:  Elizabeth O. MacLean
Title: Vice President

70

OCTAGON INVESTMENT PARTNERS II, LLC
By: Octagon Credit Investors, LLC
as sub-investment manager                ,
---------------------------------------------
as Lender

By /s/ Michael B. Nechamkin
------------------------------------------
Name:  Michael B. Nechamkin
Title: Portfolio Manager

71

OCTAGON INVESTMENT PARTNERS IV,
LTD.
By: Octagon Credit Investors, LLC
as collateral manager                    ,
---------------------------------------------
as Lender

By /s/ Michael B. Nechamkin
------------------------------------------
Name:  Michael B. Nechamkin
Title: Portfolio Manager

72

HARBOURVIEW CDO II, LTD. 
---------------------------------------------
as Lender

By /s/ Lisa Chaffee
------------------------------------------
Name:  Lisa Chaffee
Title: Manager

73

Oppenheimer Senior Floating Rate Fund        ,
---------------------------------------------
as Lender

By /s/ David Foxhoven
------------------------------------------
Name:  David Foxhoven
Title: A.V.P.

74

ML CLO XII PILGRIM AMERICA
(CAYMAN) Ltd.
By: ING Pilgrim Investments, Inc.
as it's investment manager

By /s/ Daniel A. Norman
------------------------------------------
Name:  Daniel A. Norman
Title: Senior Vice President

75

Sequils - Centurion V, Ltd.
American Express Asset Management Group Inc.
as Collateral Manager                        ,
---------------------------------------------
as Lender

By /s/ Michael M. Leyland
------------------------------------------
Name:  Michael M. Leyland
Title: Managing Director

76

SEQUILS PILGRIM-1 LTD.
By: ING Pilgrim Investments, Inc.
as it's investment manager

By /s/ Daniel A. Norman
------------------------------------------
Name:  Daniel A. Norman
Title: Senior Vice President

77

Sankaty Advisors, LLC as Collateral
Manager For Great Point CLO 1999-1 LTD.,
as Term Lender

By /s/ Diane J. Exter
------------------------------------------
Name:  Diane J. Exter
Title: Managing Director
Portfolio Manager

78

SANKATY HIGH YIELD ASSET
PARTNERS, L.P.                               ,
---------------------------------------------
as Lender

By /s/ Diane J. Exter
------------------------------------------
Name:  Diane J. Exter
Title: Managing Director
Portfolio Manager

79

SANKATY HIGH YIELD PARTNERS II, L.P.         
---------------------------------------------
as Lender

By /s/ Diane J. Exter
------------------------------------------
Name:  Diane J. Exter
Title: Managing Director
Portfolio Manager

80

LONG LANE MASTER TRUST IV
By: Fleet National Bank As Trust Administrator,
----------------------------------------------
as Lender

By /s/ Renee Nadler
-------------------------------------------
Name:
Title:

81

STANFIELD ARBITRAGE CDO, LTD.
By:  Stanfield Capital Partners LLC
as its Collateral Manager                    ,
---------------------------------------------
as Lender

By /s/ Christopher A. Bondy
------------------------------------------
Name:  Christopher A. Bondy
Title: Partner

82

STANFIELD CLO LTD.
By:  Stanfield Capital Partners LLC
as its Collateral Manager                    ,
---------------------------------------------
as Lender

By /s/ Christopher A. Bondy
------------------------------------------
Name:  Christopher A. Bondy
Title: Partner

83

STANFIELD/RMF TRANSATLANTIC CDO
LTD.
By:  Stanfield Capital Partners LLC
as its Collateral Manager                    ,
---------------------------------------------
as Lender

By /s/ Christopher A. Bondy
------------------------------------------
Name:  Christopher A. Bondy
Title: Partner

84

WINDSOR LOAN FUNDING LIMITED
By:  Stanfield Capital Partners LLC
as its Investment Manager                    ,
---------------------------------------------
as Lender

By /s/ Christopher A. Bondy
------------------------------------------
Name:  Christopher A. Bondy
Title: Partner

85

LIBERTY-STEIN ROE ADVISOR
---------------------------------------------
FLOATING RATE ADVANTAGE FUND
---------------------------------------------
as Lender 
by Stein Roe & Farnham Incorporated As
Advisor

By /s/ James R. Fellows
------------------------------------------
Name:  James R. Fellows
Title: Sr. Vice President & Portfolio
Manager

86

THE SUMITOMO TRUST AND BANKING
CO., LTD., NEW YORK BRANCH                   ,
---------------------------------------------
as Lender

By /s/ Stephen A. Stratico
------------------------------------------
Name:  Stephen A. Stratico
Title: Vice President

87

GALAXY CLO 1999-1, LTD.                      ,
---------------------------------------------
as Lender
by:  SAI Investment Adviser, Inc.
its Collateral Manager

By /s/ Thomas G. Brandt
------------------------------------------
Name:  Thomas G. Brandt
Title: Authorized Agent

88

KZH SOLEIL LLC
as Lender

By /s/ Virginia Conway
------------------------------------------
Name:  Virginia Conway
Title: Authorized Agent

89

KZH SOLEIL-2 LLC
as Lender

By /s/ Virginia Conway
------------------------------------------
Name:  Virginia Conway
Title: Authorized Agent

90

TORONTO DOMINION (NEW YORK), INC.            
---------------------------------------------
as Lender

By /s/ Stacey L. Malek
------------------------------------------
Name:  Stacey L. Malek
Title: Vice President

91

COLUMBUS LOAN FUNDING LTD.
By: Travelers Asset Management International
Company LLC                                  ,
---------------------------------------------
as Lender

By /s/ Matthew J. McInerny
------------------------------------------
Name:  Matthew J. McInerny
Title: Assistant Investment Officer

92

THE TRAVELERS INSURANCE COMPANY              ,
---------------------------------------------
as Lender

By /s/ Matthew J. McInerny
------------------------------------------
Name:  Matthew J. McInerny
Title: Assistant Investment Officer

93

COLISEUM FUNDING LTD.

By: Travelers Asset Management International
Company LLC                                  ,
---------------------------------------------
as Lender

By /s/ Matthew J. McInerny
------------------------------------------
Name:  Matthew J. McInerny
Title: Assistant Investment Officer

94

KATONAH II, LTD                              ,
---------------------------------------------
as Lender

By /s/ Ralph Della Rocca
------------------------------------------
Name:  Ralph Della Rocca
Title: Authorized Officer
Katonah Capital, L.L.C.
As Manager

95

CONSENT OF SUBSIDIARY GUARANTOR

Dated as of June 29, 2001

Each of the undersigned corporations, as a Subsidiary Guarantor
under the Subsidiary Guaranty dated April 28, 2000 (as confirmed by the Guaranty
and Security Confirmation dated as of March 30, 2001, the "Subsidiary Guaranty")
in favor of the Secured Parties under the Credit Agreement referred to in the
foregoing Amendment, hereby consents to such Amendment and hereby confirms and
agrees that notwithstanding the effectiveness of such Amendment, the Subsidiary
Guaranty is, and shall continue to be, in full force and effect and is hereby
ratified and confirmed in all respects, except that, on and after the
effectiveness of such Amendment, each reference in the Subsidiary Guaranty to
the "Credit Agreement", "thereunder", "thereof" or words of like import shall
mean and be a reference to the Credit Agreement, as amended by such Amendment.

GUARDIAN ASSETS, INC.

By: /s/ Kenneth Joyce
------------------------------------------
Name:  Kenneth Joyce
Title: Chief Financial Officer

-2-

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EXHIBIT 12.1

AMKOR TECHNOLOGY, INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(IN THOUSANDS EXCEPT RATIO DATA)

YEAR ENDED DECEMBER 31,
-----------------------------------------------------
1996              1997              1998
----------------  ----------------  ----------------

Earnings

Income before income taxes and equity in
income  (loss) of investees..........    $         43,012  $         61,006  $        100,735

Interest expense........................              27,716            37,993            25,860

Amortization of debt issuance costs.....                 --                --              1,217

Interest portion of rent................               1,822             2,236             2,584

Less (earnings) loss of affiliates......                (661)             (512)              --
----------------  ----------------  ----------------

$         71,889  $        100,723  $        130,396
================  ================  ================

Fixed Charges

Interest expense........................              27,716            37,993            25,860

Amortization of debt issuance costs.....                 --                --              1,217

Interest portion of rent................               1,822             2,236             2,584
----------------  ----------------  ----------------

$         29,538  $         40,229  $         29,661
================  ================  ================

Ratio of earnings to fixed charges                         2.4x              2.5x              4.4x
================  ================  ================

YEAR ENDED DECEMBER 31,                        
SIX MONTHS ENDED
-----------------------            JUNE 30,
1999              2000               2001
----------------  ----------------   ----------------

Earnings

Income before income taxes and equity in
income  (loss) of investees..........     $        105,288  $        197,429  $       (163,067)

Interest expense........................               61,803           127,027            76,457

Amortization of debt issuance costs.....                3,466             7,013            14,124

Interest portion of rent................                3,481             4,567             4,182

Less (earnings) loss of affiliates......                2,622               --                --
----------------  ----------------  ----------------

$        176,660  $        336,036  $        (68,304)
================  ================  ================-

Fixed Charges

Interest expense........................               61,803           127,027            76,457

Amortization of debt issuance costs.....                3,466             7,013            14,124

Interest portion of rent................                3,481             4,567             4,182
----------------  ----------------  ----------------

$         68,750  $        138,607  $         94,763
================  ================  ================

Ratio of earnings

to fixed charges                          2.6x              2.4x             -- x(1)
================  ================  ===============

(1) The ratio of earnings to fixed charges was less than 1:1 for the six months
ended June 30, 2001. In order to achieve a ratio of earnings to fixed charges of
1:1, we would have had to generate an additional $163.1 million of earnings in
the six months ended June 30, 2001.

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