1
FORM 10-Q
---------------

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------

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

For the quarterly period ended March 31, 1999

OR

[ ] TRANSITION REPORT PURSUANT TO 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
(State or other jurisdiction of incorporation or organization)
--------------------

23-1722724
(I. R. S. - Employer Identification No.)

1345 Enterprise Drive, West Chester, Pennsylvania 19380
(Address of principal executive officers)

(610) 431-9600
(Registrant's telephone number, including area code)
---------------------

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
May 14, 1999 was 118,259,129.

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
AMKOR TECHNOLOGY, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)

DECEMBER 31,       MARCH 31,
1998             1999
-----------        ---------
(UNAUDITED)

ASSETS
CURRENT ASSETS:
Cash and cash equivalents ..........................................................       $   227,587        $ 164,381
Short-term investments .............................................................             1,000           53,475
Accounts receivable ................................................................                --
Trade, net of allowance for doubtful
accounts of  $5,952 ...........................................................           109,243          120,754
Due from affiliates .............................................................            25,990            5,058
Other ...........................................................................             5,900            2,734
Inventories ........................................................................            85,628           84,080
Other current assets ...............................................................            16,687           20,021
-----------        ---------
Total current assets .......................................................           472,035          450,503
-----------        ---------
PROPERTY, PLANT AND EQUIPMENT, net ...................................................           416,111          426,105
-----------        ---------
INVESTMENTS ..........................................................................            25,476           24,897
-----------        ---------
OTHER ASSETS:
Due from affiliates ................................................................            28,885           29,317
Other ..............................................................................            61,090           60,860
-----------        ---------
Total other assets .........................................................            89,975           90,177
-----------        ---------
Total assets ...............................................................       $ 1,003,597        $ 991,682
===========        =========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Bank overdraft .....................................................................       $    13,429        $  11,480
Short-term borrowings and current portion of
long-term debt ..................................................................            38,657           25,000
Trade accounts payable .............................................................            96,948          100,326
Due to affiliates ..................................................................            15,722           19,220
Accrued expenses ...................................................................            77,004           58,336
Accrued income taxes ...............................................................            38,892           35,884
-----------        ---------
Total current liabilities ..................................................           280,652          250,246
-----------        ---------
LONG-TERM DEBT
14,846           13,119
-----------        ---------
CONVERTIBLE SUBORDINATED NOTES .......................................................           207,000          207,000
-----------        ---------
OTHER NONCURRENT LIABILITIES .........................................................            10,738           12,137
-----------        ---------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock .......................................................................               118              118
Additional paid-in capital .........................................................           381,061          381,061
Retained earnings ..................................................................           109,738          128,663
Accumulated other comprehensive income .............................................              (556)            (662)
-----------        ---------
Total stockholders' equity .................................................           490,361          509,180
-----------        ---------
Total liabilities and stockholders' equity .................................       $ 1,003,597        $ 991,682
===========        =========

The accompanying notes are an integral part of these statements.

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AMKOR TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)

FOR THE THREE MONTHS
ENDED MARCH 31,
-----------------------
1998           1999
--------       --------
(UNAUDITED)    (UNAUDITED)

NET REVENUES ..........................................................       $371,733       $419,957
COST OF REVENUES -- including
purchases from ASI .................................................        310,056        357,382
--------       --------
GROSS PROFIT ..........................................................         61,677         62,575

OPERATING EXPENSES:
Selling, general and administrative .................................         28,715         30,106
Research and development ............................................          2,057          2,251
--------       --------
Total operating expenses .........................................         30,772         32,357
--------       --------
OPERATING INCOME ......................................................         30,905         30,218
--------       --------
OTHER (INCOME) EXPENSE:
Interest expense, net ...............................................          9,522          1,635
Foreign currency (gain) loss ........................................          2,747            306
Other expense, net ..................................................          4,089          1,622
--------       --------
Total other expense ..............................................         16,358          3,563
--------       --------
INCOME BEFORE INCOME TAXES
AND MINORITY INTEREST ...............................................         14,547         26,655
PROVISION FOR INCOME TAXES ............................................          5,050          7,730
MINORITY INTEREST .....................................................            685             --
--------       --------
NET INCOME ............................................................       $  8,812       $ 18,925
========       ========
PRO FORMA DATA (UNAUDITED):
Historical income before income taxes
and minority interest ............................................       $ 14,547
Pro forma provision for income taxes ................................          4,222
--------
Pro forma income before minority
interest .........................................................         10,325
Historical minority interest ........................................            685
--------
Pro forma net  income ...............................................       $  9,640
========
PER SHARE DATA:
Basic net  income
per common share .................................................       $    .11       $    .16
========       ========
Diluted net income
per common share .................................................       $    .11       $    .16
========       ========
Basic pro forma net income
per common share .................................................       $    .12
========
Diluted pro forma net income
per common share .................................................       $    .12
========

Shares used in computing basic net income
per common share ......................................................         82,610        117,860
========       ========
Shares used in computing diluted net income
per common share ......................................................         82,610        133,713
========       ========

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 THREE MONTHS
ENDED MARCH 31,
1998             1999
---------        ---------
(UNAUDITED)      (UNAUDITED)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income .............................................................................       $   8,812        $  18,925
Adjustments to reconcile net income to net cash
provided by operating activities--
Depreciation and amortization ........................................................          27,139           33,060
Provision for accounts receivable ....................................................           1,180               --
Provision for excess and obsolete inventory ..........................................           7,200            1,100
Deferred income taxes ................................................................          (3,419)           4,667
Equity (gain) loss of investees ......................................................              --              500
Loss on sale of fixed assets and investments .........................................           1,033              531
Minority interest ....................................................................             686               --
Changes in assets and liabilities excluding
effects of acquisitions
Accounts receivable ..................................................................            (566)         (11,511)
Proceeds from sale/(repurchase of) accounts
receivable .........................................................................         (11,000)          (2,700)
Other receivables ....................................................................          (1,843)           3,166
Inventories ..........................................................................          15,205           (1,052)
Due to/(from) affiliates, net ........................................................          17,418           23,998
Other current assets .................................................................           1,609           (4,162)
Other non-current assets .............................................................          (3,745)          (4,344)
Accounts payable .....................................................................            (824)           6,078
Accrued expenses .....................................................................          20,398          (17,168)
Accrued taxes ........................................................................           7,684           (3,008)
Other noncurrent liabilities .........................................................              23              590
---------        ---------
Net cash provided by operating activities .......................................          86,990           48,670
---------        ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment ...........................................         (33,685)         (42,041)
Sale of property, plant and equipment ................................................              57               --
Proceeds from sale / (purchase) of investments and collection/(issuance)
of notes receivable...............................................................             240          (52,502)
---------        ---------
Net cash used in investing activities ............................................         (33,388)         (94,543)
---------        ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in bank overdrafts and short-term
borrowings ...........................................................................         (47,410)          (9,922)
Proceeds from issuance of Anam USA, Inc. debt ..........................................         382,042               --
Payments of Anam USA, Inc. debt ........................................................        (429,675)              --
Net proceeds from issuance of long-term debt ...........................................           3,358               --
Payments of long-term debt .............................................................         (10,845)          (7,411)
---------        ---------
Net cash used in financing activities ............................................        (102,530)         (17,333)
---------        ---------
NET DECREASE IN CASH AND CASH EQUIVALENTS ................................................         (48,928)         (63,206)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD ...........................................          90,917          227,587
---------        ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD .................................................       $  41,989        $ 164,381
=========        =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid during the period for:
Interest .............................................................................       $  10,392        $   1,279
Income taxes .........................................................................       $     310        $   6,096

The accompanying notes are an integral part of these statements.

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AMKOR TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. DOLLAR AMOUNTS IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)

1.       INTERIM FINANCIAL STATEMENTS

The consolidated financial statements and related disclosures as of
March 31, 1999 and for the three months ended March 31, 1999 and 1998 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 the opinion of management of the Company, 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 the
Company's latest annual report as of December 31, 1998 filed on Form 10-K with
the Securities and Exchange Commission. The results of operations for the three
months ended March 31, 1999 are not necessarily indicative of the results to be
expected for the full year.

2.       RISKS AND UNCERTAINTIES

The Company's future results of operations involve a number of risks
and uncertainties. Factors that could affect the Company's 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
both the semiconductor and the personal computer industries, competitive pricing
and declines in average selling prices, dependence on the Company's relationship
with Anam Semiconductor, Inc. ("ASI") (see Note 8), reliance on a small group of
principal customers, timing and volume of orders relative to the Company's
production capacity, availability of manufacturing capacity and fluctuations in
manufacturing yields, availability of financing, competition, dependence on
international operations and sales, dependence on raw material and equipment
suppliers, exchange rate fluctuations, dependence on key personnel, difficulties
in managing growth, enforcement of intellectual property rights, environmental
regulations, fluctuations in quarterly operating results and results of ASI on
an equity basis, once we make the $150,000 investment in ASI (see Note 9).

3.       CONCENTRATIONS OF CREDIT RISK

Financial instruments, for which the Company is subject to credit risk, consist
principally of accounts receivable, cash and cash equivalents and short-term
investments. With respect to accounts receivable, the Company has mitigated its
credit risk by selling primarily to well established companies, performing
ongoing credit evaluations and making frequent contact with customers.

During the first quarter of 1999, the Company has invested in high grade
municipal and commercial loans and preferred stocks for trading purposes
("Trading Securities"). These securities have underlying maturity dates in
excess of three months and accordingly have been classified as short-term
investments. As of March 31, 1999, the Company held approximately $53,500 in
Trading Securities. These investments are carried at fair market value based on
market quotes and recent offerings of similar securities.

The Company has mitigated its credit risk with respect to cash and cash
equivalents, as well as Trading Securities, through diversification of its
portfolio of holdings into various money market accounts, U.S. treasury bonds,
federal mortgage backed securities, and high grade municipal and commercial
loans and preferred stocks. At December 31, 1998, and March 31, 1999 the Company
maintained approximately $35,000 and $94,000 respectively, in high grade
municipal and commercial loans and preferred stocks, with the largest individual
investment balance of approximately $10,000 at each period end.

However, at December 31, 1998 and March 31, 1999, the Company maintained
approximately $29,303 and $7,855, respectively, in deposits and certificates of
deposits at foreign owned banks and $4,406 and

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AMKOR TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. DOLLAR AMOUNTS IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)

$15,885, respectively, in deposits at U.S. banks which exceeded federally
insured limits, of which, $12,455 was maintained in one bank at March 31, 1999.

4.    INVENTORIES

Inventories consist of raw materials and purchased components which are used
in the semiconductor packaging process. The Company's inventories are located at
its facilities in the Philippines or at ASI on a consignment basis. Components
of inventories follow:

DECEMBER 31,   MARCH  31,   
1998          1999
------------  -----------
(unaudited)

Raw materials and purchased components ......................................       $77,351       $75,941
Work-in-process .............................................................         8,277         8,139
-------       -------
$85,628       $84,080
=======       =======

5.         PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following:

DECEMBER 31,    MARCH 31,
1998           1999
--------       --------
(unaudited)

Land ..................................       $  2,346       $  2,346
Building and improvements .............        142,252        145,304
Machinery and equipment ...............        534,314        571,587
Furniture, fixtures and other equipment         40,502         44,379
Construction in progress ..............          8,282          4,331
--------       --------
727,696        767,947
Less -- Accumulated depreciation
and amortization ....................        311,585        341,842
--------       --------
$416,111       $426,105
========       ========

6.        EARNINGS PER SHARE

Statement of Financial Accounting Standards ("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. The following table presents a reconciliation of the Company's basic
and diluted earnings, weighted average shares and per share amounts for the
three months ended March 31, 1999 :

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AMKOR TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. DOLLAR AMOUNTS IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)

Weighted
Earnings       Avg. Shares     Per Share
(Numerator)    (Denominator)     Amount
-----------    -------------    ---------

Earnings Per Share - Three Months
Ended March 31, 1999
Basic earnings per share          $18,925       117,860,000       $0.16
Impact of Convertible Notes         2,061        15,333,333
Dilutive effect of options             --           519,463
-------       -----------       -----
Diluted earnings per share        $20,986       133,712,796       $0.16
=======       ===========       =====

7.       COMPREHENSIVE INCOME

In 1998, the Company adopted the provisions of SFAS No. 130, "Reporting
Comprehensive Income". Comprehensive income includes all changes in
stockholders' equity during a period, except those resulting from investment by
and distributions to shareholders. Components of comprehensive income include
net income, changes in foreign currency translation adjustments and unrealized
holding gains/losses in marketable equity securities. Total comprehensive income
was $18,819 and $9,475 for the three months ended March 31, 1999 and 1998,
respectively.

8.   RELATED PARTY TRANSACTIONS

In 1998 and the three months ended March 31, 1999, approximately 67%
and 65%, respectively, of the Company's packaging and test revenues, as well as
100% of the Company's wafer fabrication revenues, were derived from services
performed for the Company by ASI, a Korean public company in which certain of
the Company's principal stockholders hold a minority interest. By the terms of a
long-standing agreement, the Company has been responsible for marketing and
selling ASI's semiconductor packaging and test services, except to customers in
Korea to whom ASI has historically sold such services directly. During 1998, the
Company became responsible for marketing and selling ASI's semiconductor
packaging and test services to the majority of ASI's customers in Japan. The
Company has worked closely with ASI in developing new technologies and products.
Effective January 1, 1998, the Company entered into five-year supply agreements
with ASI giving the Company the first right to market and sell substantially all
of ASI's packaging and test services and the exclusive right to market and sell
all of the wafer output of ASI's new wafer foundry, both of which have
negotiable pricing terms. These agreements are cancellable by either party upon
five years prior written notice at any time after the fifth anniversary of the
effective date. The Company's business, financial condition and operating
results have been and will continue to be significantly dependent on the ability
of ASI to effectively provide the contracted services on a cost-efficient and
timely basis. The termination of the Company's relationship with ASI for any
reason, or any material adverse change in ASI's business resulting from
underutilization of its capacity, the level of its debt and its guarantees of
affiliate debt, labor disruptions, fluctuations in foreign exchange rates,
changes in governmental policies, economic or political conditions in Korea or
any other change could have a material effect on the Company's business,
financial condition and results of operations.

ASI's ability to continue to provide services to the Company will depend on
ASI's financial condition and performance. ASI currently has a significant
amount of debt relative to its equity, which debt the Company expects will
continue to increase in the forseeable future. ASI's business has been severely
affected by the economic crisis in Korea. In late 1997, the Republic of Korea
began to undergo a foreign currency liquidity crisis resulting in significant
adverse economic circumstances and significant depreciation in the value of the
Korea Won (Won or Won Symbol) against the U.S. dollar. ASI historically operated
with a 

7

8
AMKOR TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. DOLLAR AMOUNTS IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)

significant amount of debt relative to its equity. The economic crisis in Korea
led to sharply higher interest rates and significantly reduced opportunities for
refinancing maturing debts. Because ASI maintained a substantial amount of
short-term debt, its inability to refinance this debt created a liquidity crisis
for ASI.

As of December 31, 1998, ASI was contingently liable under guarantees in
respect to debt of certain affiliates in the aggregate amount of approximately
W668 billion. As of December 31, 1998, such guarantees included those in respect
of all of Anam USA Inc.'s, ASI's wholly owned financing subsidiary, debt
totaling approximately $225,000. Prior to the Initial Public Offering, the
Company met a significant portion of its financing needs through financing
arrangements provided by ASI. The Company currently does not depend on such
financing arrangements. In addition, if any relevant subsidiaries or affiliates
of ASI were to fail to make interest or principal payments or otherwise default
under their debt obligations guaranteed by ASI, ASI could be required under its
guarantees to repay such debt, which event could have a material adverse effect
on its financial condition and results of operations.

In response to this situation, in October 1998, ASI announced that it had
applied for and was accepted into the Korean financial restructuring program
known as 'Workout". The Workout program is the result of an accord among Korean
financial institutions to assist in the restructuring of Korean businesses and
does not involve the judicial system.

We expect the Workout to significantly improve the financial condition of
ASI. The Workout became effective in April 1999. The information setting forth
the details of the Workout is based on the exchange rate of W1,207.8 to $1.00
that was in effect as of December 31, 1998. The Workout contains the following
provisions:

- -        The creditor financial institutions will allow ASI to defer repayment
on principal of ordinary loans until December 31, 2003. After December
31, 2003, ordinary loans with repayment terms will be payable through
readjustment of repayment schedules in effect on October 24, 1998. For
ordinary loans without repayment terms, the schedule to repay principal
amounts will be determined by ASI and the creditor financial
institutions at the end of such period.

- -        The creditor financial institutions will allow ASI to defer repayment
of principal under capital leases until December 31, 1999, with
payments of principal to resume under a seven-year installment plan
thereafter.

- -        The creditor financial institutions will allow ASI to defer the
maturity of its won-denominated debentures for an additional three-year
term after currently scheduled maturity dates.

- -        The creditor financial institutions will allow ASI to make no interest
payments on ordinary loans until December 31, 1999. The creditor
financial institutions will add accrued interest to the principal
amounts of these loans every three months.

- -        The creditor financial institutions will reduce interest rates on ASI's
remaining outstanding won-denominated ordinary loans to 10% or the
prime rate of each creditor financial institution, whichever is
greater. This would reduce ASI's weighted average interest rate from
12.9% before the Workout to 10.5% after the Workout.

- -        The creditor financial institutions will give ASI a grace period until
December 31, 2003 against enforcement of guarantees made by ASI for
liabilities of ASI's affiliates. In addition, interest will not accrue
on guaranteed obligations during this period.

- -        The creditor financial institutions will provide ASI a short-term loan
of W50 billion ($41,000) at the prime rate plus 1%, to be repaid with
proceeds from the sale of K4.

8

9
AMKOR TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. DOLLAR AMOUNTS IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)

- -        The creditor financial institutions may receive additional payments if
ASI's financial performance exceeds expectations.

- -        For the duration of the Workout, the creditor financial institutions
will be entitled to vote the ASI shares owned by Mr. James Kim and his
family.

- -        The creditor financial institutions will convert W250 billion
($208,000) of ASI debt held by creditor financial institutions into:
(1) W122.3 billion ($102,000) in equity shares of ASI, (2) W108.1
billion ($90,000) in five year non-interest bearing convertible debt
and (3) W19.6 billion ($16,000) in non-interest bearing loans provided
that we make a $150,000 equity investment in ASI. The conversion would
take place in installments over four years, with the first installment
to be made in October, 1999, at a conversion rate equal to W5,000 per
share, the par value of ASI's common stock. In order for the initial
conversion of debt to take place in accordance with the terms of the
Workout, ASI will have to undergo a series of corporate actions,
including a reverse stock split to bring the fair market value of its
equity shares to a price at least equal to the par value of such
shares. The conversion of ASI debt by the creditor financial
institutions would coincide with each installment of our equity
investment in ASI.

We have executed a letter with ASI committing to make the equity
investment in installations $41,000 in each of 1999, 2000 and 2001 and $27,000
in 2002. Our commitment to invest in ASI is subject to: (1) execution of a
definitive stock purchase agreement, (2) concurrent conversion of debt by the
creditor financial institutions, (3) the Workout remaining in effect and (4) the
supply agreements between our company and ASI remaining in effect. We would
purchase the ASI shares at W5,000 per share. Because our commitment is in U.S.
dollars, the number of shares we would purchase will vary based on the exchange
rate of Korean won to U.S. dollars.

Upon completion of the first installment of our equity investment in
ASI and conversion of debt by the creditor financial institutions, we expect the
relative equity ownership of ASI among the creditor financial institutions, the
Kim family and our company to be approximately 27%, 21% and 21% respectively,
subject to the creditor financial institutions' right to vote the Kim family's
stock for the duration of the Workout. Upon completion of all conversions of
debt by the creditor financial institutions and all installments of our equity
investment pursuant to the Workout, we expect the relative equity ownership of
ASI among the creditor financial institutions, the Kim family and our company to
be approximately 29%, 11% and 43%, respectively, subject to the creditor
financial institutions voting rights. Upon conversion of all of the convertible
debt issued to the creditor financial institutions, which would be permitted
beginning one year after the date of issuance of such debt, the ownership of ASI
among the creditor financial institutions, the Kim family and our company would
be approximately 43%, 9% and 34%, respectively, subject to the creditor
financial institutions' voting rights.

The creditor financial institutions have the right to terminate or
modify the Workout if ASI does not fulfill the terms of the Workout, including
meeting certain financial targets. In addition, the creditor financial
institutions can modify the terms of the Workout upon agreement of creditor
financial institutions holding at least 75% of the debt restructured under the
Workout. If the creditor financial institutions subsequently terminate the
Workout, the creditor financial institutions could reinstate and enforce the
original terms of ASI's debt, including accelerating ASI's obligations and
pursuing ASI's guarantees of its affiliates' debt. If this were to occur, ASI's
and our businesses would be harmed.

There can be no assurance that ASI will be able to satisfy the terms of
the Workout Agreement. Any inability of ASI to comply with the terms of the
Workout Agreement, generate cash flow from operations sufficient to fund its
capital expenditures and other working capital and liquidity requirements could
have a material adverse effect on ASI's ability to continue to provide services
and otherwise fulfill its obligations to the Company.

9

10
AMKOR TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. DOLLAR AMOUNTS IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)

In connection with its wafer foundry agreement with Texas Instruments, Inc.
("TI"), the Company and TI agreed to revise certain payment and other terms in
the Master Purchase Agreement entered into during 1998 ("Master Purchase
Agreement"). As part of this agreement, TI agreed to advance the Company $20,000
in June 1998 and an additional $20,000 in December, 1998, as prepayments of
wafer foundry services to be provided in the fourth quarter of 1998 and first
quarter of 1999, respectively. The Company recorded these amounts in accrued
expenses. The Company in turn advanced these funds to ASI as prepayments for
foundry service charges. The Company has fully offset the $20,000 advance made
in June 1998 against billings by ASI in the fourth quarter of 1998. The December
1998 advance is reflected in the current portion of Due from Affiliates as of
December 31, 1998. As of March 31, 1999, the December 1998 advance from TI and
the related advance to ASI have both been fully repaid.

9.   THE ACQUISITION OF K4 AND INVESTMENT IN ASI - RECENT DEVELOPMENTS

On May 17, 1999 the Company purchased the assets of ASI's packaging and
test facility located in Kwangju, Korea ("K4"), excluding cash and cash
equivalents, notes and accounts receivables, intercompany accounts and existing
claims against third parties. The purchase price for K4 was $575,000 plus the
assumption of up to $7,000 of employee benefit liabilities. On May 6, 1999, the
Company completed a private placement to raise $625 million in senior and senior
subordinated notes. Through the offering, the Company sold $425 million of
senior notes and $200 million of senior subordinated notes. The senior notes
mature in May 2006 and have a coupon rate of 9.25%. The senior subordinated
notes mature in May 2009 and have a coupon rate of 10.50%. The Company is
required to pay interest semi-annually in May and November for all of the notes.
Subsequent to the purchase of K4 and payment of related offering costs, the
Company will have approximately $30.0 million of proceeds remaining for working
capital.

10.  SEGMENT INFORMATION

The Company adopted SFAS No. 131, "Disclosures About Segments of an
Enterprise and Related Information," during the fourth quarter of 1998. The
Company has identified two reportable segments (packaging and test services and
wafer fabrication services) that are managed separately because the services
provided by each segment require different technology and marketing strategies.

Packaging and Test Services. Through its three factories located in the
Philippines as well as the four ASI factories in Korea, under contract, the
Company offers a complete and integrated set of packaging and test services
including 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 its wafer fabrication services division,
the Company provides marketing, engineering and support services of ASI's deep
submicron CMOS foundry, under a long-term supply agreement.

During each of the three-month periods ended March 31, 1998 and 1999, sales
to Intel Corporation accounted for approximately $74,000 of packaging and test
revenues. In addition, Texas Instruments, Inc. accounted for approximately
$11,000 and $5,000 of packaging and test revenues during the three months ended
March 31, 1998 and 1999, respectively, and accounted for 100% of wafer
fabrication revenues during each of the three-month periods ended March 31, 1998
and 1999.

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AMKOR TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. DOLLAR AMOUNTS IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)

The accounting policies for segment reporting are the same as those for the
Company's Consolidated Financial Statements. The Company evaluates its operating
segments based on operating income. Summarized financial information concerning
the Company's reportable segments is shown in the following table.

PACKAGING       WAFER
AND TEST      FABRICATION       TOTAL
--------      -----------      --------   

Three months ended March 31, 1999:
Net Revenues ...................       $350,520       $ 69,437        $419,957
Gross Profit ...................       $ 55,637       $  6,938        $ 62,575
Operating Income ...............       $ 25,984       $  4,234        $ 30,218
Three Months Ended March 31, 1998:
Net Revenues ...................       $368,377       $  3,356        $371,733
Gross Profit ...................       $ 61,174       $    503        $ 61,677
Operating Income ...............       $ 32,565       $ (1,660)       $ 30,905

The following supplementary information presents net revenues allocated
by product family for the packaging and test segment:

Net Revenues
For the Three Months Ended March 31,
------------------------------------
1998           1999
--------       --------

Traditional Leadframe       $180,505       $128,290
Advanced Leadframe ..         85,832         88,331
Laminates ...........         81,780        117,424
Test and Other ......         20,260         16,475
--------       --------
Consolidated ........       $368,377       $350,520
========       ========

11.      COMMITMENTS AND CONTINGENCIES

The Company is involved in various claims incidental to the conduct of its
business. Based on consultation with legal counsel, management does 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 the Company's financial
condition or results of operations.

12.      SUBSEQUENT EVENT

The Company entered into an agreement to acquire the outstanding shares of
Anam/Amkor Precision Machine Company, Inc. ("AAPMC"), an affiliate of ASI, for
$3,800. AAPMC supplies equipment used by the Company at its Philippine
operations. As an interim step, during April 1999, the Company assumed and paid
down $5,700 of AAPMC's debt. The Company anticipates that the acquisition will
be finalized during the second quarter of 1999.

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ITEM 2.  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: (1) statements regarding the
anticipated growth in the market for our products, (2) our anticipated capital
expenditures and financing needs, (3) our expected capacity utilization rates,
(4) our belief as to our future operating performance (5) the anticipated
results of the Workout, (6) statements regarding future won/dollar exchange
rates, (7) statements regarding the future of our relationship with ASI, (8) our
anticipated equity investment in ASI, (9) our plan to implement a Year 2000
compliance plan, and (10) other statements that are not historical facts.
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 "Factors that May Affect Operating Results." The following 
discussion provides information and analysis of our results of operations for
the three months ended March 31, 1999 as compared to the three months ended
March 31, 1998 and our liquidity and capital resources.

OVERVIEW

Beginning in 1997, a worldwide slowdown in demand for semiconductor devices
led to excess capacity and increased competition. As a result, significant price
declines have occurred in recent periods. From 1996 to 1998, we were 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. We cannot assure you that we will be able to offset any such
price declines in the future. You should read "Factors that May Affect Operating
Results -- Declining Average Selling Prices" for more information regarding 
declining prices for our packages.

We depend on a small group of customers for a substantial portion of our
revenues. In the three months ended March 31, 1998 and the three months ended
March 31, 1999, we derived 37.0% and 33.3%, respectively, of our net revenues
from sales to five packaging and test customers, with 19.9% and 17.5% of our net
revenues, respectively, derived from sales to Intel Corporation. In addition,
during the three months ended March 31, 1998 and 1999, we derived 0.9% and 16.5%
of our net revenues respectively from wafer fabrication services, and we derived
all of these revenues from Texas Instruments.

Our cost of revenues consists principally of: (1) service charges paid to
ASI for packaging and test services performed for us, (2) costs of direct
material and (3) labor and other costs at our factories in the Philippines.
Service charges paid to ASI are set in accordance with our supply agreements
with ASI as described below. Our gross margins on sales of services performed by
ASI are lower than our gross margins on sales of services performed by our
factories in the Philippines, but we do not bear any of ASI's fixed costs. We
incur costs of direct materials used in packages that we and ASI produce for our
customers. Because a portion of our costs at our factories in the Philippines is
fixed, increases or decreases in capacity utilization rates can have a
significant effect on our gross profit. The unit cost of packaging and test
services generally decreases as fixed charges, such as depreciation expense on
our equipment, are allocated over a larger number of units produced.

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Relationship with ASI

Our gross margins are significantly affected by fluctuations in service
charges paid pursuant to our supply agreements with ASI. During the three months
ended March 31, 1998 and 1999, we derived approximately 66.2% and 71.1% of our
net revenues, respectively, and approximately 35.1%, and 53.5%, respectively, 
of our gross profit from services performed for us by ASI. In addition, ASI
derives nearly all of its revenues from services sold by us. In January 1998, we
began marketing wafer fabrication services provided by ASI's new semiconductor
wafer foundry. As our revenues from wafer fabrication services have increased,
so has the percentage of revenue and gross profits associated with services
performed for us by ASI. The increase in percentage of services performed for 
us by ASI is also due to decreasing sales and gross profits from sales of
traditional products assembled in the Company's Philippine operations.

We have committed to make the first installment of an equity investment 
in ASI in the fourth quarter of 1999. When we make the investment, ASI's 
financial results will affect our financial results because we will report
these results in our financial statements using the equity method of accounting.
You should read "Factors that May Affect Operating Results -- Dependence on
Relationship with ASI."

RESULTS OF OPERATIONS

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

THREE MONTHS
ENDED
MARCH 31,
---------------------
1998           1999
------         ------

Net revenues ...............................        100.0%         100.0%
Cost of revenues ...........................         83.4           85.1
------         ------
Gross profit .............................         16.6           14.9
------         ------
Operating expenses:
Selling, general and administrative ......          7.7            7.2
Research and development .................          0.6            0.5
------         ------

Total operating expenses ..............          8.3            7.7
------         ------
Operating income ...........................          8.3            7.2
------         ------
Other (income) expense:
Interest expense, net ....................          2.6            0.4
Foreign currency (gain) loss .............          0.7            0.1
Other expense, net .......................          1.1            0.4
------         ------
Total other expense ...................          4.4            0.9
------         ------
Income before income taxes and 
minority interest ........................          3.9            6.3
Provision for income taxes .................          1.3            1.8

Minority interest ..........................          0.2             --
------         ------
Net income .................................          2.4            4.5
Pro forma adjustment for income taxes ......         (0.2)            --
------         ------

Pro forma net (loss) income ................          2.6%           4.5%
======         ======

THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THREE MONTHS ENDED MARCH 31, 1998

Net Revenues. The Company's net revenues of $420.0 million for the first quarter
of 1999 increased $48.3 million or 13.0% compared to net revenues of $371.7
million in the first quarter of 1998. Due to a continued slowdown in the
semiconductor industry, which the Company believes has resulted in excess
packaging and test capacity and increased pricing pressures, packaging and test
revenues decreased 4.8% during the first quarter of 1999 compared to packaging
and test revenues in the first quarter of 1998. However, average selling prices
declined less in the first quarter of 1999 than the third and fourth quarter of
1998. As a result of competitive pressures and slow market conditions, the
Company anticipates only moderate growth in packaging and test revenues during
the second quarter of 1999. However, based on current non-binding customer
demand forecasts, the Company expects a strong increase in demand beginning in
the third quarter of 1999. The Company believes as market demand continues to
increase the rate of average selling price erosion should continue to slow. The
Company is currently making capital expenditures and investment in human
resources to meet the expected increase in demand. The Company's gross margins
could be negatively impacted in the short-term until the increase in demand
occurs.

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With the ASI semiconductor wafer foundry operating at near full capacity, the
Company's wafer fabrication business increased significantly since it began
operations in the first quarter of 1998. Wafer fabrication revenues in the first
quarter of 1999 were $69.4 million compared to $3.4 million in the first quarter
of 1998. During the first quarter of 1999 ASI was able to increase capacity at
its wafer foundry to 17,000 wafer starts per month, compared to the previous
capacity of 15,000 wafer starts per month. Despite the increased capacity,
decreasing average selling prices resulted in flat revenue in the first three
months of 1999 compared to revenues for the last three months of 1998. The
Company continues to be dependent upon one customer for all of its current wafer
fabrication revenues. Significant changes in demand from this customer until the
Company can attract additional customers, could result in significant
fluctuations in wafer fabrication revenues.

Gross profit. Gross profit for the first quarter of 1999 increased 1.5% to $62.6
million, or 14.9% of net revenues, from $61.7 million, or 16.6% of net revenues
in the first quarter of 1998. The change in gross margin percentage in the first
quarter of 1999 compared to the first quarter of 1998 is attributed to the
following:

-        The significant amount of revenue contribution from wafer
fabrication services in the first quarter of 1999, which services
generally have lower gross margins than packaging and test
revenues. The Company had only minimal revenues from wafer
fabrication services in the first quarter of 1998.

-        Factory costs which are predominantly fixed, combined with
decreased unit volumes and average selling prices for traditional
products resulted in lower gross margins relating to traditional
products assembled in the Company's Philippine operations. These
margins were improved by a one-time adjustment relating to
material purchase liabilities in the amount of $1.9 million.

-        Change in the packaging and test supply agreement with ASI during
the second quarter of 1998 resulted in higher gross profits in the
first quarter of 1999 compared to the same period in 1998, which
combined with material cost reductions helped to offset other
factors which reduced gross margins.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses for the first quarter of 1999 were $30.1 million, or
7.2% of net revenues, compared to $28.7 million, or 7.7% of net revenues, for
the first quarter of 1998. Increased selling, general and administrative
expenses in the first quarter of 1999 in comparison to the first quarter of
1998, relate to the increase in employee headcount and related costs, including
the P3 factory and wafer fabrication services division whose operations
increased significantly since the first quarter of 1998. Given the anticipated
increase in demand the Company does expect to experience increased selling,
general and administrative expenses over the next few quarters.

Research and Development Expenses. Research and development expenses were $2.3
million for the first quarter of 1999 compared to $2.1 million in the first
quarter of 1998.

Other (Income) Expense. Total other expense decreased to $3.6 million in the
first quarter 1999 compared to $16.4 million in the first quarter of 1998. The
declines in other expenses are due primarily to declines in net interest expense
in these periods. Proceeds received from the Company's initial public offering
in May 1998 were used to repay much of the Company's outstanding debt.
Additionally, the Company has accumulated a significant cash balance. For the
first quarter of 1999, net interest expense was $1.6 million compared to $9.5
million in the first quarter of 1998. Additionally, stabilization of the
exchange rate between the Philippine peso and the U.S. dollar resulted in
reduced foreign currency losses of $0.3 million in the first quarter of 1999
compared to $2.7 million during the same period in 1998. Other expense, net,
decreased to $1.6 million in the first quarter of 1999 from $4.1 million in the
first quarter of 1998. Other expense, net in the first quarter of 1998 included
non-recurring charges related to bank refinancing costs and the disposal of the
Company's interest in ASI in February 1998. Additionally, other expense, net was

14

15
lower due to reduced outstanding balances under the Company's accounts
receivable securitization agreement during the first quarter of 1999.

Income Taxes. The Company's effective tax rate for the first quarter of 1999 and
1998 was 29.0% (after giving effect to the pro forma adjustment for income
taxes).

Minority Interest. Minority interest represented ASI's ownership in the
consolidated net income of Amkor/Anam Pilipinas, Inc. ("AAP"). Accordingly, the
Company recorded a minority interest expense in its consolidated financial
statements relating to the minority interest in the net income of AAP. In the
second quarter of 1998, the Company purchased ASI's 40% interest in AAP and, as
a result, the Company now owns substantially all of the common stock of AAP. The
acquisition of the minority interest resulted in the elimination of the minority
interest liability and in additional goodwill amortization of approximately $2.5
million per year.

LIQUIDITY AND CAPITAL RESOURCES

Our ongoing primary cash needs are for equipment purchases, factory
expansion and working capital. In addition, we have funded and will continue to
fund our interest in our Taiwan packaging and test joint venture out of
available cash.

Prior to our initial public offering, we met a significant portion of our
cash requirements from a combination of: (1) cash from operating activities, (2)
short-term and long-term bank loans, (3) financing obtained for our benefit by
AUSA, a wholly-owned financing subsidiary of ASI, and (4) financing from a trade
receivables securitization agreement. Because of the short-term nature of
certain of the AUSA loans, the flows of cash to and from AUSA under this
arrangement had been significant. At March 31, 1999, we had no outstanding
balances with AUSA. Net cash provided by operating activities in the three
months ended March 31, 1998 and March 31, 1999 were $87.0 million and $48.7
million, respectively. Net cash used in financing activities in the three months
ended March 31, 1998 and March 31, 1999 were $(102.5) million and $(17.3)
million, respectively.

We have invested significant amounts of capital to increase our packaging
and test services capacity. In the three months ended March 31, 1999, we made
capital expenditures of $42.0 million. We expect that we will need to increase
capital expenditures in 1999 to meet anticipated growth in demand. Giving effect
to the pending acquisition of K4, we intend to spend approximately $200 million
in capital expenditures in 1999, primarily for the expansion of our factories.

On May 17, 1999 we purchased the assets of ASI's newest and largest
packaging and test factory, K4, excluding cash and cash equivalents, notes and
accounts receivables, intercompany accounts and existing claims against third
parties. The purchase price for K4 was $575 million, plus the assumption of up
to $7 million of employee benefit liabilities. In conjunction with our purchase
of K4, on May 6, 1999, we completed a private placement to raise $625 million in
senior and senior subordinated notes. Through our offering, we sold $425 million
in senior notes and $200 million of senior subordinated notes. The senior notes
mature in May 2006 and have a coupon rate of 9.25%. The senior subordinated
notes mature in 2009, and have a coupon rate of 10.5%. The Company is required
to pay interest semi-annually in May and November for all of the notes.
Subsequent to the purchase of K4 and payment of related offering costs, the
Company will have approximately $30.0 million of notes offering proceeds
available for working capital.

We have executed a letter with ASI committing to make an equity investment
in ASI in installments of $41 million in each of 1999, 2000 and 2001 and $27
million in 2002. Our commitment to invest in ASI is subject to: (1) execution of
a definitive stock purchase agreement, (2) concurrent conversion of debt by the
creditor financial institutions, (3) ASI's Workout remaining in effect and (4)
the supply agreements between 

15

16
our company and ASI remaining in effect. We would purchase the ASI shares at
W5,000 per share. Because our commitment is in U.S. dollars, the number of
shares we would purchase will vary based on the exchange rate of Korean won to
U.S. dollars.

At March 31, 1999, our debt consisted of $25.0 million of borrowings
classified as current liabilities, $13.1 million of long-term debt and capital
lease obligations and $207.0 million of 5 -3/4% convertible subordinated notes
due 2003. At March 31, 1999, we had $81.3 million in borrowing facilities with a
number of domestic and foreign banks, of which $56.3 million remained unused.
Certain of the agreements with our banks require compliance with certain
financial covenants, contain other restrictions and are collateralized by our
assets. These facilities are typically revolving lines of credit and working
capital facilities that are renewable annually and bear interest at rates
ranging from 9% to 14%. We intend to repay a substantial portion of the amounts
outstanding under these facilities in the first half of 1999. Long-term debt and
capital lease obligations outstanding have various expiration dates through
April 2004 and bear interest at rates ranging from 5.8% to 13.8%.

Under the terms of our trade receivables securitization agreement, a
commercial financial institution is committed to purchase, with limited
recourse, all right, title and interest in up to $100 million in eligible
receivables, as defined in the agreement.

We believe that our existing cash balances, cash flow from operations, and
available equipment lease financing will be sufficient to meet our projected
capital expenditures, 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 senior and senior subordinated notes, recently sold by us,
significantly reduce our ability to incur additional debt. Failure to obtain any
such financing could have a material adverse effect on our company.

Foreign Currency Translation Gains and Losses

Our subsidiaries in the Philippines maintain their accounting records in
U.S. dollars. All sales, the majority of all bank debt and all significant
material and fixed asset purchases of such subsidiaries are denominated in U.S.
dollars. As a result, the exposure of our subsidiaries in the Philippines to
changes in the Philippine peso/ U.S. dollar exchange rate relates primarily to
certain receivables and advances and other assets offset by payroll, pension and
local liabilities. To minimize our foreign exchange risk in the Philippines, we
selectively hedge our net foreign currency exposure through short-term forward
exchange contracts. To date, our hedging activity has been immaterial.

YEAR 2000 ISSUES

We have been actively engaged in addressing Y2K issues. These issues occur
because many currently installed computer systems and software products are
coded to accept only two digit entries in the date code field. As a result,
software that records only the last two digits of the calendar year may not be
able to distinguish whether "00" means 1900 or 2000. This may result in software
failures or the creation of erroneous results.

State of Readiness

To manage our Y2K compliance program, we have divided our efforts into five
program areas:

- -        Computing systems, including computer hardware and software;

- -        Manufacturing equipment;

- -        Facilities;

- -        External utilities; and

- -        Supply chain, including equipment/inventory vendors, freight forwarders
and other vendors.

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17
For each of these program areas, we are using a five-step approach:

- -        Ownership: creating awareness, assigning tasks, providing structured
feedback and updates;

- -        Inventory: listing items to be assessed for Y2K readiness;

- -        Initial Assessment: prioritizing the inventoried items and assessing
their Y2K readiness, including validation with vendors, and testing
where appropriate;

- -        Risk Assessment: evaluating initial assessments and developing action
and contingency plans; and

- -        Corrective Action Deployment: implementing corrective actions,
verifying implementation, finalizing and executing contingency plans.

We have implemented a process to monitor and maintain our Y2K compliance. As
of March 31, 1999, we had completed the Ownership and Inventory steps for all
program areas. We provide structured feedback and progress updates to our senior
management on an ongoing basis.

To date, the Initial Assessment and Risk Assessment phases are essentially
complete and we have completed significant portions of our corrective action
deployments. The remaining items, most of which are presently on-order, should
be deployed on schedule, within the second quarter of 1999. The status for each
program area is as follows:

- -        Computing Systems: With a few exceptions, we believe that our technical
infrastructure, including servers, communications equipment, personal
computers, operating systems and standard software are Y2K compliant.
We will replace our older personal computers through the end of 1999 as
part of our normal upgrade and expansion plans. We have substantially
completed all program steps with respect to our technical
infrastructure and software applications, and see no barriers to
reaching our second quarter 1999 objective.

- -        Manufacturing Equipment: We have inventoried all manufacturing
equipment and have contacted vendors to ascertain the status of their
Y2K compliance. We plan to implement vendor recommended actions for
every piece of equipment. Our packaging operations have completed the
Risk Assessment and Corrective Action Deployment steps. Our test
operations have completed the Initial Assessment and Risk Assessment
steps for all equipment and related systems. We have determined that
certain test equipment is not Y2K compliant and will require upgrades
which are scheduled for the second quarter of 1999. ASI has assessed
its wafer fabrication operations and are in the process of supplier
negotiations for the required upgrades.

- -        Facilities: We have completed the assessment phase for all of our
factories and significant office facilities. We completed Corrective
Action Deployment during the first quarter of 1999. The deployment of
remaining upgrades is on-target for the second quarter of 1999.

- -        External Utilities: We are currently assessing the Y2K readiness of
both public and private utilities in Korea and the Philippines. These
utilities include electricity, telecommunications, water, sewer, gas
and key airports used to transport products and supplies. We are
developing contingency plans for all utilities, regardless of their Y2K
readiness. The first version of all overseas contingency plans are
expected to be completed during the second quarter of 1999.

- -        Supply Chain: We have completed the inventory and initial assessment of
our supply chain, with particular attention to direct material
suppliers. All but one critical direct material supplier has been
subject to a Y2K compliance audit, and all are part of a continuing
review and re-scoring. We are also reviewing the readiness of
freight forwarders, equipment manufacturers, local suppliers, banks,
and service providers. The initial versions of contingency plans for
critical suppliers were completed during the first quarter, and are
reviewed and updated periodically. The company is also monitoring the
readiness and contingency planning process of its key customers.

In addition, because ASI is our most significant vendor, we have conducted
regular reviews as to the status of their Y2K compliance program. We believe
that ASI has a similar Y2K program. Unless discussed otherwise above, we believe
that ASI has achieved a similar level of completion and believe that ASI is on
target to meet our timing deadlines.

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Costs to Address Y2K Issues

We have highly-automated manufacturing equipment and systems. Such equipment
incorporates personal computers, embedded processors and related software to
control activity scheduling, inventory tracking, statistical analysis and
automated manufacturing. We have devoted a significant portion of our Y2K
efforts on internal systems to prevent disruption to manufacturing operations.

We are evaluating the estimated costs to address Y2K issues using our actual
experience. Based on available information, we believe that we will be able to
manage our Y2K transition without any material long-term adverse effect on our
business or results of operations. We have executed our Y2K compliance effort
within the normal operating budgets of our internal engineering, information
technology, purchasing and other departments. We attribute a small number of
projects directly to Y2K issues, and most software upgrades have been covered
within our software maintenance contracts. We attribute the majority of our
historical and projected costs to resolve Y2K issues to the upgrade of equipment
in our test operations. We will capitalize such costs. We have incurred $1
million of expenses related to Y2K issues through 1998 and are projecting $2
million of expenses in 1999.

Risks of Y2K Issues and Contingency Plans

We continue to assess the Y2K issues relating to our computing systems,
manufacturing equipment, facilities and external utilities and our supply chain.
Currently, we believe that our largest Y2K risk is that entities beyond our
control upon which we are dependent, including external utilities and our supply
chain, fail to adequately address their Y2K issues. We have designed our Y2K
planning process to mitigate worst-case disruptions which could delay product
delivery. We are scheduled to complete our Risk Assessment step during the
second quarter of 1999 and will continue to update our contingency plans
throughout 1999 as circumstances dictate.

Based on currently available information, we do not believe that the Y2K
issues discussed above will have a material long-term adverse impact on our
financial condition or results of operations. However, we cannot assure you that
we will not be affected by such issues. In addition, we cannot assure you that
the failure of any material supplier, utility provider, customer or other third
party with whom we deal to ensure Y2K compliance will not have a material
adverse effect on our financial condition or results of operations.

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FACTORS THAT MAY AFFECT OPERATING RESULTS

In addition to the factors discussed elsewhere in this form 10-Q and in the
Company's Report on Form 10-K for the year ended December 31, 1998 and the
Company's 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 the Company.

FLUCTUATIONS IN OPERATING RESULTS

Our operating results have varied significantly from period to period. A
variety of 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 its customers' commitments, timing
and volume of orders relative to our production capacity, changes in capacity
utilization, evolutions in the life cycles of customers' products, rescheduling
and cancellation of large orders, rapid erosion of packaging selling prices,
availability of manufacturing capacity, allocation of production capacity
between our facilities and those of ASI, fluctuations in package and test
service charges paid to ASI, changes in costs, availability and delivery times
of labor, raw materials and components, effectiveness in managing production
processes, fluctuations in manufacturing yields, changes in product mix, product
obsolescence, timing of expenditures in anticipation of future orders,
availability of financing for expansion, changes in interest expense, the
ability to develop and implement new technologies on a timely basis, competitive
factors, changes in effective tax rates, the 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. Unfavorable changes in any of
the above factors may adversely affect our business, financial condition and
results of operations. In addition, we increase our level of operating expenses
and investment in manufacturing capacity based on anticipated future growth in
revenues. If our revenues do not grow as anticipated and the Company is not able
to decrease its expenses, our business, financial condition and operating
results would be materially and adversely affected. 

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

Historically, prices for our packaging and test services have declined over
time. Beginning in 1997, a worldwide slowdown in demand for semiconductor
devices led to excess capacity and increased competition. As a result, price
declines in 1998 accelerated more rapidly. 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 to offset a decline
in average selling prices, our future operating results could be harmed.

DEPENDENCE ON THE HIGHLY CYCLICAL SEMICONDUCTOR AND ELECTRONIC PRODUCTS
INDUSTRIES--WE OPERATE OUR BUSINESS 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 future downturn in the
semiconductor industry or any other industry that uses a significant number of
semiconductor devices, such as the personal computer industry, could have a
material adverse effect on our business. For example, our operating results for
1998 were adversely affected by downturns in the semiconductor market.

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DEPENDENCE ON RELATIONSHIP WITH ASI--OUR BUSINESSES ARE CLOSELY RELATED AND
FINANCIAL DIFFICULTIES FACED BY ASI MAY AFFECT OUR PERFORMANCE.

Our business depends on ASI providing semiconductor packaging and test
services and wafer fabrication services on a cost effective and timely basis.
During the three months ended March 31, 1999, we derived approximately 65% of
our packaging and test net revenues from services performed for us by ASI, and
100% of our wafer fabrication net revenues from services performed for us by
ASI.

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
business would be harmed. We may not be able to identify and qualify alternate
suppliers quickly, if at all. In addition, we currently have no other third
party suppliers of packaging and test services and no other qualified third
party suppliers of wafer fabrication services. Our factories in the Philippines
would be able to fill only a small portion of the resulting shortfall in
packaging and test capacity and none of the shortfall in wafer fabrication
capacity.

ASI is currently in weak financial condition and has a significant
amount of debt relative to its equity. In 1998, the report of ASI's independent
auditors on the consolidated financial statements of ASI included explanatory
paragraphs regarding: (1) the significant effect of the Korean economy on ASI's
operations caused in part by currency volatility in the Asia Pacific region, (2)
the filing of an application for reorganization by Anam Engineering and
Construction Co., Ltd., a subsidiary of ASI, which is still pending and (3)
ASI's participation in a financial restructuring program ASI has negotiated with
its creditor financial institutions. This program is known as the "Workout." The
Workout became effective in April 1999. The Workout includes significant debt
repayment from the proceeds from the sale of K4, reduction of interest rates,
extension of debt maturities, further reduction of debt by conversion of debt to
equity and a moratorium until December 31, 2003 on ASI's obligations on
guarantees of its affiliates' debt. As a result of the Workout, we expect ASI's
financial position to improve significantly. The Workout requires a third party
foreign investor to commit to invest $150.0 million in equity of ASI during the
next four years. We have executed a letter with ASI committing to this equity
investment. When we make the first installment of our equity investment in ASI,
ASI's financial results will affect our financial results because we will report
these results in our financial statements using the equity method of accounting.

It is not certain whether the Workout will be sufficient to enable ASI
to continue to provide services to our company at current levels or to obtain
funds for capital expansion. In addition, the Workout requires ASI to meet
certain performance thresholds on an ongoing basis. We cannot assure you that
ASI will be able to meet its performance thresholds. If ASI does not meet these
performance thresholds, the creditor financial institutions have the right to
modify or terminate the Workout. In addition, the creditor financial
institutions can modify the terms of the Workout upon agreement of creditor
financial institutions holding at least 75% of the debt restructured under the
Workout. If the creditor financial institutions subsequently terminate the
Workout, the creditor financial institutions could reinstate and enforce the
original terms of ASI's debt, including accelerating ASI's obligations and
pursuing ASI's guarantees of its affiliates' debt. If this were to occur, ASI's
and our businesses would be harmed.

POTENTIAL CONFLICTS OF INTEREST WITH ASI--MEMBERS OF THE KIM FAMILY OWN
SUBSTANTIAL PORTIONS OF, AND HAVE ACTIVE MANAGEMENT ROLES IN, BOTH OUR COMPANY
AND ASI. THIS COULD LEAD TO CONFLICTS OF INTEREST IN OUR BUSINESS DEALINGS WITH
ASI.

Mr. James Kim, the founder of our company and currently our Chairman,
Chief Executive Officer and largest shareholder, is the eldest son of Mr. H. S.
Kim, the founder of ASI. Mr. H. S. Kim is currently the honorary Chairman and a
Director of ASI. Since January 1992, in addition to his other responsibilities,
Mr. James Kim has served as Chairman and a director of ASI. The Kim family,
which collectively owned approximately 40.7% of the outstanding common stock of
ASI as of February 1, 1999, significantly influences the management of ASI. Mr.
James Kim and members of his family beneficially own approximately 65.8% of our
outstanding common stock.

Following our equity investment in ASI, our company will own a
substantial percentage of ASI's outstanding common stock. In addition, the
Workout provides for the conversion of a portion of ASI's debt to equity. Both
our investment in ASI and the conversion of debt to equity will substantially
decrease the Kim family's ownership in ASI. Furthermore, through December 31,
2003, the creditor financial institutions will be entitled to vote the ASI
shares owned by Mr. James Kim and his family. Even though the Kim family's
ownership of ASI will be reduced and the voting rights in their ASI shares
assigned to the creditor financial institutions, we believe that the Kim family
will continue to exercise significant influence over our company 

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and ASI and its affiliates.

ABSENCE OF BACKLOG--OUR NET REVENUES IN ANY QUARTER DEPEND ON OUR CUSTOMERS'
DEMAND FOR PACKAGING AND TEST SERVICES IN THAT QUARTER, AND WE MAY NOT BE ABLE
TO ADJUST COSTS QUICKLY IF OUR CUSTOMERS' DEMAND DIPS 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 have committed to
purchase any amount of packaging or test services or to provide us with binding
forecasts of demand for packaging and test services for any 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.

CUSTOMER CONCENTRATION--WE GENERATE A LARGE PERCENTAGE OF OUR NET REVENUES FROM
A SMALL GROUP OF CUSTOMERS WHO HAVE NO MINIMUM PURCHASE OBLIGATIONS.

We depend on a small group of customers for a substantial portion of
our net revenues. In 1996, 1997 and 1998, and the three months ended March 31,
1999, we derived 39.2%, 40.1%, 35.3% and 33.3%, respectively, of our net
revenues from sales to our five largest packaging and test customers, with
23.5%, 23.4%, 20.6% and 17.5% of our net revenues, respectively, derived from
sales to Intel Corporation. In addition, during 1998 and the three months ended
March 31, 1999, we derived 7.4% and 16.5% of our net revenues, respectively,
from wafer fabrication services, and we derived all of these revenues from Texas
Instruments, Inc. ("Texas Instruments"). Our ability to maintain close,
satisfactory relationships with these customers is important to the ongoing
success and profitability of our business. We expect that we will continue to be
dependent upon a small number of customers for a significant portion of our
revenues in future periods.

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

We provide packaging and test services through our three factories
located in the Philippines. We source additional packaging and test services
from four factories located in Korea and owned by ASI, including K4, pursuant to
a supply agreement with ASI. We also source wafer fabrication services from a
wafer foundry located in Korea and owned by ASI. In addition, many of our
customers' operations are located outside the U.S. The following are 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.

In addition to the risks listed above, our operations in Korea and the
Philippines are subject to certain country-specific risks described below.

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Risks Associated with Our Operations in Korea

Historically, we have derived a significant percentage of our net
revenues from sales of services performed for us by ASI in Korea. Our operations
in Korea following the acquisition of K4 and ASI's operations are subject to
risks inherent to operating in Korea. While our revenues in Korea will be
denominated in U.S. dollars, our labor costs and some of our operating costs
will be denominated in won. Substantially all of ASI's revenues and a
significant portion of its debt and capital lease obligations are denominated in
U.S. dollars, while its labor and some operating costs are denominated in won.
Fluctuations in the foreign exchange rate will affect both our company's and
ASI's financial results. When we make the first installment of our equity
investment in ASI and report ASI's results in our financial statements using the
equity method of accounting, our financial results will be further affected by
foreign exchange fluctuations.

Beginning in late 1997 and continuing into 1998, Korea experienced
severe economic instability as well as devaluation of the Korean won relative to
the U.S. dollar. The exchange rate as of December 31, 1996 was W884 to $1.00
as compared to W1,415 to $1.00 as of December 31, 1997 and W1,207 to $1.00
as of December 31, 1998. The depreciation of the won relative to the U.S. dollar
has increased the cost of importing goods and services into Korea. In addition,
the value in won of Korea's public and private sector debt denominated in U.S.
dollars and other foreign currencies has also increased significantly. These
developments in turn led to sharply higher domestic interest rates and reduced
opportunities for refinancing or refunding maturing debts. As a result of these
difficulties, financial institutions in Korea have limited their lending in
particular to highly leveraged companies. Future economic instability in Korea
could have a material adverse effect on our company's and ASI's business and
financial condition.

Relations between Korea and the Democratic People's Republic of Korea
("North Korea") have been tense over most of Korea's history. Incidents
affecting relations between the two Koreas continually occur. If the level of
tensions with North Korea increases or changes abruptly, both our company's and
ASI's businesses could be harmed.

Risks Associated with Our Operations in the Philippines

Although the political situation and the general state of the economy
in the Philippines has stabilized in recent years, each has historically been
subject to significant instability. Most recently, the devaluation of the
Philippine peso relative to the U.S. dollar beginning in July 1997 led to
economic instability in the Philippines. Any future economic or political
disruptions or instability in the Philippines could have a material adverse
effect on our business.

Because the functional currency of our operations in the Philippines is
the U.S. dollar, we have recently benefited from cost reductions relating to
peso-denominated expenditures, primarily payroll costs. We believe that any
future devaluations of the Philippine peso will eventually lead to inflation in
the Philippines, which could offset any savings achieved to date.

RISKS ASSOCIATED WITH OUR ACQUISITION OF K4--THE ACQUISITION OF K4 REPRESENTS A
MAJOR COMMITMENT OF OUR CAPITAL AND MANAGEMENT RESOURCES.

Our acquisition of K4 will require our management to devote a
significant portion of its resources to the maintenance and operation of a
factory in Korea. We do not have experience in owning and operating a business
in Korea. It may take time for us to learn how to comply with relevant Korean
regulations, including tax, environmental and employee laws. During the
transition period in which we will integrate K4 into our company, our management
may not have adequate time and attention to devote to other aspects of our
business, and those parts of our business could suffer. In addition, we will
rely on ASI to provide us with financial, human resources and other
administrative services pursuant to a transition services agreement. If ASI
terminates this agreement or fails to provide us with the services we require to
operate K4, our ability to operate K4 profitably could be adversely affected.

We plan to retain and integrate up to 1,700 Korean employees currently
working at K4 into our workforce, and we may face cultural difficulties until we
learn how to interact with these new employees. If our K4 employees become
dissatisfied working for a U.S. company, they may leave us. If we cannot find
new employees to replace departing ones, our K4 operations could suffer.

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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.

Although we believe our current controls are adequate, in order to
manage our growth, we must continue to implement additional operating and
financial controls and hire and train additional personnel. We have been
successful in hiring and properly training sufficient numbers of qualified
personnel and in effectively managing our growth. However, we cannot assure you
that we will be able to continue to do so in the future. If we fail to: (1)
properly manage growth, (2) improve our operational, financial and management
systems as we grow or (3) integrate new factories and employees into our
operations, our 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, our
company and ASI will be required to increase the number of qualified engineers
and other employees at our respective factories in the Philippines and Korea.
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. Our inability to attract, retain and motivate 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, which commenced operations in January
1998, depends significantly upon Texas Instruments. An agreement with ASI and
Texas Instruments (the "Texas Instruments Manufacturing and Purchasing
Agreement") requires Texas Instruments to purchase from us at least 40% of the
capacity of ASI's wafer foundry, and under certain circumstances, Texas
Instruments has the right to purchase from us up to 70% of this capacity. Texas
Instruments' orders in the first half of 1998 were below required minimum
purchase commitments due to market conditions and issues encountered by Texas
Instruments in the transition of its products to new technology. 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.

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 (the "Texas Instruments Technology Agreements") only cover .25
micron and .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 ADVERSELY CHANGES.

We obtain from vendors the materials and equipment required for both
the packaging and test services performed by our factories and the packaging
and test services performed for us by ASI. 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 process and package design
technologies. The need to develop and maintain advanced packaging and wafer
fabrication capabilities and equipment could require significant research and
development and capital expenditures in future years. In addition, converting
to new package designs or process methodologies could result in delays in
producing new package types or advanced wafer designs that could adversely
affect our ability to meet customer orders.

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

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

The independent semiconductor packaging and test market is very
competitive. This sector is comprised of approximately 40 companies, and
approximately 15 of these had sales of $100 million or more in 1998. 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. Such companies have also 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.

ENVIRONMENTAL REGULATIONS--FUTURE ENVIRONMENTAL REGULATIONS COULD PLACE
ADDITIONAL BURDENS ON THE MANUFACTURING OPERATIONS OF OUR COMPANY OR ASI.

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 in
Korea and the Philippines, impose various controls on the storage, handling,
discharge and disposal of chemicals used in our company's and ASI's
manufacturing processes and on the factories occupied by our company and ASI. We
believe that our activities, as well as those of ASI, conform to present
environmental and land use regulations applicable to our respective operations.

Increasingly, however, 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 our company or ASI
the need for additional capital equipment or other process requirements, (2)
restrict our company's or ASI's ability to expand our respective operations, (3)
subject our company or ASI to liability or (4) cause our company or ASI to
curtail our respective operations.

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

We currently hold 43 U.S. patents, and we also have 89 pending patents.
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. However, we believe that our
continued success depends primarily on factors such as the technological skills
and innovation of our personnel rather than on our patents. In addition, any
patents we obtain may be challenged, invalidated or circumvented and may not
provide meaningful protection or other commercial advantage to us.

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

Although we are not currently a party to any material litigation, the
semiconductor industry is characterized by frequent claims regarding patent and
other intellectual property rights. If any third party makes a valid claim
against our company or ASI, our company or ASI could be required to: (1)
discontinue the use of certain processes, (2) cease the manufacture, use, import
and sale of infringing products, (3) pay substantial damages, (4) develop
non-infringing technologies or (5) 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.

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In addition, Texas Instruments has granted ASI very limited licenses
under the Texas Instruments 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
customers of our company or customers of ASI with respect to semiconductor
wafers purchased from our company or ASI. Such customers and others could in
turn subject our company 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.

Mr. James Kim and members of his family beneficially own approximately
65.8% of our outstanding common stock. Mr. James Kim's family, acting together,
will therefore effectively control all matters submitted for approval by our
stockholders. These matters could include:

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

o    proxy contests;

o    approvals of transactions between our company and ASI or other entities in
which Mr. James Kim and members of his family have an interest;

o    mergers involving our company;

o    tender offers; and

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

See "Principal Stockholders" for additional information concerning
ownership of our common stock.

YEAR 2000 COMPLIANCE--OUR BUSINESS MAY SUFFER IF OUR YEAR 2000 ("Y2K")
COMPLIANCE PROGRAM FAILS TO RESOLVE ALL Y2K ISSUES.

Many currently installed computer systems and software products are
coded to accept only two digit entries in the date code field. As a result,
software that records only the last two digits of the calendar year may not be
able to distinguish whether "00" means 1900 or 2000. This may result in software
failures or the creation of erroneous results.

We have implemented a Y2K compliance program to address possible Y2K
issues that may affect our business, and we are involved in the implementation
of a similar Y2K compliance program for ASI. We believe that these programs are
on target to bring our company and ASI into Y2K compliance. However, if these
compliance programs are not successful, or if we encounter unexpected problems,
our business could be harmed. Our operations could also be harmed if any
material supplier, utility provider, customer or other third party with whom we
deal fails to address its own Y2K issues.

For information about the current status of our Y2K readiness and
potential costs, see "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Year 2000 Issues."

ENFORCEABILITY OF JUDGMENTS IN FOREIGN JURISDICTIONS

Since a large portion of our assets are located outside the U.S., any 
judgments obtained in the U.S. against us, including judgments with respect to
the payment of principal, premium, interest, offer price, redemption price or
other amounts payable under the Senior Notes Indenture or the Senior
Subordinated Notes Indenture, may be not collectible within the U.S. If holders
of Senior Notes or holders of Senior Subordinated Notes intend to enforce a
judgment obtained in the U.S. against our company's assets located outside the
U.S., they may be subject to additional procedures which would not be required
for enforcement of such judgment in the U.S. 

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in quantitative and qualitative
disclosures in 1999. Reference is made to Item 7A in the Annual Report on Form
10-K for the year ended December 31, 1998.

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PART II. OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

(a)  Not applicable.

(b) and (c) 

On May 13, 1999, we issued $425.0 million of principal of 9-1/4% Senior Notes
due 2006 (the "Senior Notes") and $200.0 million of principal of 10-1/2% Senior
Subordinated Notes due 2009 (the "Senior Subordinated Notes") to a group of
initial purchasers led by S.G. Cowen & Company, BT Alex. Brown, NationsBanc
Montgomery Securities LLC, BancBoston Robertson Stephens and Prudential
Securities. The Senior Notes and Senior Subordinated Notes were issued in
reliance on Rule 144A promulgated under the Securities Act of 1933, as amended.
Both the Senior Notes and the Senior Subordinated Notes are senior in right of
payment to the Company's Common Stock and 5-3/4% Convertible Subordinated Notes
due 2003 (the "Convertible Notes"). In the event that we fail to pay the
principal of or interest on the Senior Notes or the Senior Subordinated Notes,
we may not be permitted to pay interest or principal on the Convertible Notes.
In the event that we shall default in a non-payment obligation under the Senior
Notes or the Senior Subordinated Notes, the holders of the Senior Notes or the
Senior Subordinated Notes may have the right to block payments of principal or
interest under the Convertible Notes for a period of time. In addition, the
Senior Notes and the Senior Subordinated Notes restrict our ability to pay
dividends on our Common Stock, repurchase Common Stock and redeem the
Subordinated Notes.

(d)  Not applicable.

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               Indenture dated as of May 13, 1999 and form of Senior Note.
4.2               Indenture dated as of May 13, 1999 and form of Senior 
Subordinated Note.
10.1              Purchase Agreement between Amkor Technology Inc. and certain
initial purchasers named therein, dated May 6, 1999.
10.2              Senior Notes Registration Rights Agreement, dated as of 
May 6, 1999.
10.3              Senior Subordinated Notes Registration Rights Agreement, dated
as of May 6, 1999.
27.1              Financial Data Schedule.

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

(b)  We filed the following reports on form 8-K during the quarter ended March
31, 1999:

Pursuant to a report dated and filed on January 20, 1999, we filed a
press release issued on January 20, 1999 announcing an agreement with Anam
Semiconductor, Inc. to acquire Anam's K4 semiconductor packaging and test
facility located in Kwangju, Korea.

Pursuant to a report dated January 28, 1999 and filed on February 2,
1999, we filed a press release issued on January 28, 1999 announcing that our
Board of Directors named John B. Neff a director of our company.

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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.
(Registrant)

SIGNATURE                                                 TITLE                                             DATE
- ---------                                                 -----                                             ----

/s/ Frank J. Marcucci                   Chief Financial Officer and Secretary (Principal       May 14, 1999
- -------------------------------------             Financial, Chief Accounting Officer and Duly
Frank J. Marcucci                     Authorized Officer)

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27

EXHIBIT INDEX

EXHIBIT
NUMBER            DESCRIPTION OF EXHIBIT
- -------           ----------------------

4.1               Indenture dated as of May 13, 1999 and form of Senior Note.
4.2               Indenture dated as of May 13, 1999 and form of Senior 
Subordinated Note.
10.1              Purchase Agreement between Amkor Technology Inc. and certain
initial purchasers named therein, dated May 6, 1999.
10.2              Senior Notes Registration Rights Agreement, dated as of 
May 6, 1999.
10.3              Senior Subordinated Notes Registration Rights Agreement, dated
as of May 6, 1999.
27.1              Financial Data Schedule.

1

EXHIBIT 4.1

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

AMKOR TECHNOLOGY, INC.

SERIES A AND SERIES B

9 1/4% SENIOR NOTES DUE 2006

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

INDENTURE

Dated as of May 13, 1999

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

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

STATE STREET BANK AND TRUST COMPANY

Trustee

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

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

2

TABLE OF CONTENTS

Page
----

ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01   Definitions...................................................................1
Section 1.02   Other Definitions............................................................18
Section 1.03   Incorporation by Reference of Trust Indenture Act............................18
Section 1.04   Rules of Construction........................................................19

ARTICLE 2 THE NOTES

Section 2.01   Form and Dating..............................................................19
Section 2.02   Execution and Authentication.................................................20
Section 2.03   Registrar and Paying Agent...................................................20
Section 2.04   Paying Agent to Hold Money in Trust..........................................21
Section 2.05   Holder Lists.................................................................21
Section 2.06   Transfer and Exchange........................................................21
Section 2.07   Replacement Notes............................................................32
Section 2.08   Outstanding Notes............................................................32
Section 2.09   Treasury Notes...............................................................33
Section 2.10   Temporary Notes..............................................................33
Section 2.11   Cancellation.................................................................33
Section 2.12   Defaulted Interest...........................................................33

ARTICLE 3 REDEMPTION AND PREPAYMENT

Section 3.01   Notices to Trustee...........................................................34
Section 3.02   Selection of Notes to Be Redeemed............................................34
Section 3.03   Notice of Redemption.........................................................34
Section 3.04   Effect of Notice of Redemption...............................................35
Section 3.05   Deposit of Redemption Price..................................................35
Section 3.06   Notes Redeemed in Part.......................................................36
Section 3.07   Optional Redemption..........................................................36
Section 3.08   Mandatory

Redemption.........................................................36
Section 3.09   Offer to Purchase by Application of Excess Proceeds..........................36

ARTICLE 4 COVENANTS

Section 4.01   Payment of Notes.............................................................38
Section 4.02   Maintenance of Office or Agency..............................................39
Section 4.03   Reports......................................................................39
Section 4.04   Compliance Certificate.......................................................39
Section 4.05   Taxes........................................................................40
Section 4.06   Stay, Extension and Usury Laws...............................................40
Section 4.07   Restricted Payments..........................................................40
Section 4.08   Dividend and Other Payment Restrictions Affecting Subsidiaries...............43
Section 4.09   Incurrence of Indebtedness and Issuance of Preferred Stock...................44
Section 4.10   Asset Sales..................................................................47
Section 4.11   Transactions with Affiliates.................................................48
Section 4.12   Liens........................................................................49
Section 4.13   Corporate Existence..........................................................49

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Section 4.14   Offer to Repurchase Upon Change of Control...................................50
Section 4.15   Amendment of Subordination Provisions........................................51
Section 4.16   Limitation on Issuances and Sales of Capital Stock of Wholly Owned
Subsidiaries.................................................................51
Section 4.17   Payments for Consent.........................................................51
Section 4.18   Additional Note Guarantees...................................................51
Section 4.19   Designation of Restricted and Unrestricted Subsidiaries......................52
Section 4.20   Limitation on Sale and Leaseback Transactions................................52

ARTICLE 5 SUCCESSORS

Section 5.01   Merger, Consolidation, or Sale of Assets.....................................52
Section 5.02   Successor Corporation Substituted............................................53

ARTICLE 6 DEFAULTS AND REMEDIES

Section 6.01   Events of Default............................................................53
Section 6.02   Acceleration.................................................................55
Section 6.03   Other Remedies...............................................................55
Section 6.04   Waiver of Past Defaults......................................................56
Section 6.05   Control by Majority..........................................................56
Section 6.06   Limitation on Suits..........................................................56
Section 6.07   Rights of Holders of Notes to Receive Payment................................56
Section 6.08   Collection Suit by Trustee...................................................57
Section 6.09   Trustee May File Proofs of Claim.............................................57
Section 6.10   Priorities...................................................................57
Section 6.11   Undertaking for Costs........................................................58

ARTICLE 7 TRUSTEE

Section 7.01   Duties of Trustee............................................................58
Section 7.02   Rights of Trustee............................................................59
Section 7.03   Individual Rights of Trustee.................................................60
Section 7.04   Trustee's Disclaimer.........................................................60
Section 7.05   Notice of Defaults...........................................................60
Section 7.06   Reports by Trustee to Holders of the Notes...................................60
Section 7.07   Compensation and Indemnity...................................................60
Section 7.08   Replacement of Trustee.......................................................61
Section 7.09   Successor Trustee by Merger, etc.............................................62
Section 7.10   Eligibility; Disqualification................................................62
Section 7.11    Preferential Collection of Claims Against Company...........................63

ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01   Option to Effect Legal Defeasance or Covenant Defeasance.....................63
Section 8.02   Legal Defeasance and Discharge...............................................63
Section 8.03   Covenant Defeasance..........................................................63
Section 8.04   Conditions to Legal or Covenant Defeasance...................................64
Section 8.05   Deposited Money and Government Securities to be Held in Trust; Other
Miscellaneous Provisions.....................................................65
Section 8.06   Repayment to Company.........................................................66
Section 8.07   Reinstatement................................................................66

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ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01   Without Consent of Holders of Notes..........................................66
Section 9.02   With Consent of Holders of Notes.............................................67
Section 9.03   Compliance with Trust Indenture Act..........................................68
Section 9.04   Revocation and Effect of Consents............................................69
Section 9.05   Notation on or Exchange of Notes.............................................69
Section 9.06   Trustee to Sign Amendments, etc..............................................69

ARTICLE 10 NOTE GUARANTEES

Section 10.01  Guarantee....................................................................69
Section 10.02  Limitation on Guarantor Liability............................................70
Section 10.03  Execution and Delivery of Note Guarantee.....................................71
Section 10.04  Guarantors May Consolidate, etc., on Certain Terms...........................71
Section 10.05  Releases Following Sale of Assets............................................72

ARTICLE 11 MISCELLANEOUS

Section 11.01  Trust Indenture Act Controls.................................................72
Section 11.02  Notices......................................................................72
Section 11.03  Communication by Holders of Notes with Other Holders of Notes................74
Section 11.04  Certificate and Opinion as to Conditions Precedent...........................74
Section 11.05  Statements Required in Certificate or Opinion................................74
Section 11.06  Rules by Trustee and Agents..................................................74
Section 11.07  No Personal Liability of Directors, Officers, Employees and Stockholders.....75
Section 11.08  Governing Law................................................................75
Section 11.09  No Adverse Interpretation of Other Agreements................................75
Section 11.10  Successors...................................................................75
Section 11.11  Severability.................................................................75
Section 11.12  Counterpart Originals........................................................75
Section 11.13  Table of Contents, Headings, etc.............................................75
Section 11.14  Designated Senior Debt.......................................................75

EXHIBITS

Exhibit A      FORM OF NOTE
Exhibit B      FORM OF CERTIFICATE OF TRANSFER
Exhibit C      FORM OF CERTIFICATE OF EXCHANGE
Exhibit D      FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
Exhibit E      FORM OF NOTE GUARANTEE
Exhibit F      FORM OF SUPPLEMENTAL INDENTURE

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INDENTURE dated as of May 13, 1999 between Amkor Technology, Inc., a
Delaware corporation (the "Company"), and State Street Bank and Trust Company,
as trustee (the "Trustee").

The Company and the Trustee agree as follows for the benefit of each
other and for the equal and ratable benefit of the Holders of the 9 1/4% Series
A Senior Notes due 2006 (the "Series A Notes") and the 9 1/4% Series B Senior
Notes due 2006 (the "Series B Notes" and, together with the Series A Notes, the
"Notes"):

ARTICLE 1
DEFINITIONS AND INCORPORATION
BY REFERENCE

Section 1.01. Definitions.

"144A Global Note" means a global note substantially in the form of
Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend
and deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee that will be issued in a denomination equal to the
outstanding principal amount of the Notes sold in reliance on Rule 144A.

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

"Additional Notes" means up to $100 million aggregate principal amount
of Notes (other than the Initial Notes) issued under this Indenture in
accordance with Sections 2.02 and 4.09 hereof, as part of the same series as the
Initial Notes.

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

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

"Applicable Premium" of any redeemed Note equals the excess of (i) the
present value at the date of redemption of 100% of the principal amount of such
Note plus all required interest payments due on such Note through its Stated
Maturity date (excluding accrued but unpaid interest), calculated using a
discount rate equal to the Treasury Rate plus 50 basis points, over (ii) the
principal amount of the Note, if greater. If the period from the date of
redemption to the Stated Maturity date is greater than one year, the "Treasury
Rate" shall be equal to the yield to maturity as of such date of redemption of
the United States 

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Treasury Release H.15 (519) that has become publicly available at least two
Business Days prior to the date of redemption (or, if such Statistical Release
is no longer published, any publicly available source of similar market data))
most nearly equal to the period from the date of redemption to the Stated
Maturity date. If the period from the date of redemption to the Stated Maturity
date is less than one year, the "Treasury Rate" shall be equal to the weekly
average yield on actually traded United States Treasury securities adjusted to a
constant maturity of one year.

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

"Asset Purchase Agreement" means that certain Asset Purchase Agreement
dated as of December 30, 1998, between the Company and Anam Semiconductor, Inc.,
as the same may be extended or renewed from time to time without alteration of
the material terms thereof.

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

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

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

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

"Broker-Dealer" has the meaning set forth in the Registration Rights
Agreement.

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

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

"Capital Stock" means (i) in the case of a corporation, corporate stock,
(ii) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
corporate stock, (iii) in the case of a partnership or limited liability
company, partnership or membership interests (whether general or limited), and
(iv) any other interest or 

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participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing Person.

"Cash Equivalents" means (i) United States dollars, (ii) securities
issued or directly and fully guaranteed or insured by the full faith and credit
of the United States government or any agency or instrumentality thereof having
maturities of not more than twelve months from the date of acquisition, (iii)
certificates of deposit and eurodollar time deposits with maturities of twelve
months or less from the date of acquisition, bankers' acceptances with
maturities not exceeding twelve months and overnight bank deposits, in each case
with any domestic commercial bank having capital and surplus in excess of
$500,000,000 and a Thompson Bank Watch Rating of "B" or better, (iv) repurchase
obligations with a term of not more than seven days for underlying securities of
the types described in clauses (ii) and (iii) above entered into with any
financial institution meeting the qualifications specified in clause (iii)
above, (v) commercial paper having the highest rating obtainable from either
Moody's Investors Service, Inc. or Standard & Poor's Corporation and, in each
case, maturing within six months after the date of acquisition, and (vi) money
market funds at least 95% of the assets of which constitute Cash Equivalents of
the kinds described in clauses (i) through (v) of this definition.

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

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

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

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non-cash expense to the extent that it represents an accrual of or reserve for
cash expenses in any future period or amortization of a prepaid cash expense
that was paid in a prior period) of such Person and its Restricted Subsidiaries
for such period to the extent that such depreciation, amortization and other
non-cash expenses were deducted in computing such Consolidated Net Income, plus
(v) non-cash items (other than any non-cash items that will require cash
payments in the future or that relate to foreign currency translation)
decreasing such Consolidated Net Income for such period, other than items that
were accrued in the ordinary course of business, in each case, on a consolidated
basis and determined in accordance with GAAP, minus (vi) non-cash items (other
than any non-cash items that will require cash payments in the future or that
relate to foreign currency translation) increasing such Consolidated Net Income
for such period, other than items that were accrued in the ordinary course of
business, in each case, on a consolidated basis and determined in accordance
with GAAP.

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

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

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

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

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

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

"Continuing Directors" means, as of any date of determination, any
member of the Board of Directors of the Company who (i) was a member of such
Board of Directors on the date of this Indenture or (ii) was nominated for
election or elected to such Board of Directors with the approval of a majority
of the Continuing Directors who were members of such Board at the time of such
nomination or election.

"Convertible Notes" means the 5 3/4% Convertible Subordinated Notes due
May 1, 2003 issued by the Company pursuant to that certain Indenture dated as of
May 6, 1998, between the Company and State Street Bank and Trust Company, as
Trustee, in an aggregate principal amount outstanding not to exceed $207.0
million.

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

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

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

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

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

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

"Disqualified Stock" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder thereof), or upon the
happening of any event, matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or redeemable at the option of the holder
thereof, in whole or in part, on or prior to August 1, 2006. Notwithstanding the
preceding sentence, any Capital Stock that would constitute Disqualified Stock
solely because the holders thereof have the right to require the Company to
repurchase such Capital Stock upon the occurrence of a change of control or an
asset sale shall not constitute Disqualified Stock if the terms of such Capital
Stock provide that the Company may not repurchase or redeem any such Capital
Stock pursuant to such provisions unless such repurchase or redemption complies
with Section 4.07 hereof.

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

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

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

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

"Exchange Notes" means the Notes issued in the Exchange Offer pursuant
to Section 2.06(f) hereof.

"Exchange Offer" has the meaning set forth in the Registration Rights
Agreement.

"Exchange Offer Registration Statement" has the meaning set forth in the
Registration Rights Agreement.

"Existing Indebtedness" means Indebtedness of the Company and its
Restricted Subsidiaries in existence on the date of this Indenture, until such
amounts are repaid.

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

"Foundry Agreement" means that certain Foundry Agreement dated as of
January 1, 1998, among the Company, Amkor Electronics, Inc., C.I.L. Limited,
Anam Semiconductor, Inc. and Anam USA, Inc., as the same may be extended or
renewed from time to time without alteration of the material terms thereof.

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

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

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

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

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

"Guarantor" means any future Domestic Subsidiary of the Company formed
or capitalized after the date of this Indenture that is a Significant Subsidiary
and that is required by the terms of this 

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Indenture to execute a Note Guarantee in accordance with the provisions of this
Indenture, and its successors and assigns.

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

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

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

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

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

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

"Initial Notes" means the first $425 million aggregate principal amount
of Notes issued under this Indenture on the date hereof.

"Institutional Accredited Investor" means an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act, who is not also a QIB.

"Intellectual Property Rights Licensing Agreement" means that certain
Intellectual Property Rights Licensing Agreement to be entered into by and
between the Company and Anam Semiconductor, Inc. in connection with the Asset
Purchase Agreement, as the same may be extended or renewed from time to time
without alteration of the material terms thereof.

"Investments" means, with respect to any Person, all investments by such
Person in other Persons (including Affiliates) in the forms of direct or
indirect loans (including Guarantees of 

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

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

"Letter of Transmittal" means the letter of transmittal to be prepared
by the Company and sent to all Holders of the Notes for use by such Holders in
connection with the Exchange Offer.

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

"Liquidated Damages" means all liquidated damages then owing pursuant to
Section 5 of the Registration Rights Agreement.

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

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

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Indebtedness, other than Permitted Bank Debt, secured by a Lien on the asset or
assets that were the subject of such Asset Sale.

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

"Non-U.S. Person" means a Person who is not a U.S. Person.

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

"Notes" has the meaning assigned to it in the preamble to this
Indenture. The Initial Notes and the Additional Notes shall be treated as a
single class for all purposes under this Indenture.

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

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

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

"Officers' Certificate" means a certificate signed on behalf of the
Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company, that meets the requirements of
Section 11.05 hereof.

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

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

"Permitted Bank Debt" means Indebtedness incurred by the Company or any
Restricted Subsidiary other than a Foreign Subsidiary pursuant to the Credit
Facilities, any Receivables Program, or 

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one or more other term loan and/or revolving credit or commercial paper
facilities (including any letter of credit subfacilities) entered into with
commercial banks and/or financial institutions, and any replacement, extension,
renewal, refinancing or refunding thereof.

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

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

"Permitted Investments" means: (i) any Investment in the Company or in a
Restricted Subsidiary, (ii) any Investment in Cash Equivalents, (iii) any
Investment by the Company or any Restricted Subsidiary of the Company in a
Person, if as a result of such Investment or in connection with the transaction
pursuant to which such Investment is made (a) such Person becomes a Restricted
Subsidiary of the Company, or (b) such Person is merged, consolidated or
amalgamated with or into, or transfers or conveys substantially all of its
assets to, or is liquidated into, the Company or a Restricted Subsidiary of the
Company, (iv) any Investment made as a result of the receipt of non-cash
consideration from an Asset Sale that was made pursuant to and in compliance
with Section 4.10 hereof, (v) any acquisition of assets solely in exchange for
the issuance of Equity Interests (other than Disqualified Stock) of the Company,
(vi) any Investment in the TSTC Joint Venture; provided that the aggregate
amount of any such Investment, when taken together with all other Investments
made pursuant to this clause (vi), does not exceed $30.0 million, (vii) any
Investment in connection with Hedging Obligations, (viii) any Investments
received (a) in satisfaction of judgments, or (b) as payment on a claim made in
connection with any bankruptcy, liquidation, receivership or other insolvency
proceeding, (ix) Investments in (a) prepaid expenses and negotiable instruments
held for collection, (b) accounts receivable arising in the ordinary course of
business (and Investments obtained in exchange or settlement of accounts
receivable for which the Company or any Restricted Subsidiary has determined
that collection is not likely), and (c) lease, utility and worker's
compensation, performance and other similar deposits arising in the ordinary
course of business, (x) any Investment in Anam Semiconductor Inc.'s Voting Stock
pursuant to the general terms of the commitment letter dated April 9, 1999,
between the Company and Anam Semiconductor, Inc. entered into in connection with
the consummation of Anam Semiconductor, Inc.'s "Workout" program with certain of
its creditors, together with such modifications thereto as shall be approved by
the Board of Directors of the Company; provided that the aggregate amount of any
such Investment, when taken together with all other Investments made pursuant to
this clause (x), does not exceed $150.0 million, and (xi) any Strategic
Investment; provided that the aggregate amount of all Investments by the Company
and any Restricted Subsidiaries in Strategic Investments shall not exceed $75.0
million; provided, further, that, except with respect to the first $25.0 million
of Strategic Investments made by the Company, the Company would, at the time of
making such Strategic Investment and after giving pro forma effect thereto as if
such Strategic Investment had been made at the beginning of the applicable
four-quarter period, have been permitted to incur at least $1.00 of additional
Indebtedness pursuant to the Consolidated Interest Expense Coverage Ratio test
set forth in the first paragraph of Section 4.09 hereof; provided, further,
that, notwithstanding the preceding, any extension of credit or advance by the
Company or any of its Subsidiaries to a customer or supplier of the Company or
its Subsidiaries shall not be a Permitted Investment.

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"Permitted Liens" means: (i) Liens on the assets of the Company and any
Restricted Subsidiary securing Permitted Bank Debt that was permitted by the
terms of this Indenture to be incurred, (ii) Liens on the assets of any Foreign
Subsidiary securing Indebtedness and other Obligations of such Foreign
Subsidiary that were permitted by the terms of this Indenture to be incurred,
(iii) Liens in favor of the Company or any Restricted Subsidiary, (iv) Liens on
property of a Person existing at the time such Person is merged with or into or
consolidated with the Company or any Restricted Subsidiary of the Company;
provided that such Liens were not incurred in contemplation of such merger or
consolidation and do not extend to any assets other than those of the Person
merged into or consolidated with the Company or the Restricted Subsidiary, (v)
Liens on property existing at the time of acquisition thereof by the Company or
any Restricted Subsidiary of the Company, provided that such Liens were not
incurred in contemplation of such acquisition, (vi) Liens to secure the
performance of statutory obligations, surety or appeal bonds, performance bonds
or other obligations of a like nature incurred in the ordinary course of
business, (vii) Liens to secure Obligations in respect of Indebtedness
(including Capital Lease Obligations) permitted by clause (iv) of the second
paragraph of Section 4.09 hereof covering only the assets acquired with such
Indebtedness, including accessions, additions, parts, attachments, improvements,
fixtures, leasehold improvements or proceeds, if any, related thereto, (viii)
Liens existing on the date of this Indenture, (ix) Liens securing Obligations of
the Company and/or any Restricted Subsidiary in respect of any Receivables
Program, (x) Liens for taxes, assessments or governmental charges or claims that
are not yet delinquent or that are being contested in good faith by appropriate
proceedings; provided that any reserve or other appropriate provision as shall
be required in conformity with GAAP shall have been made therefor, (xi) Liens
imposed by law or arising by operation of law, including, without limitation,
landlords', mechanics', carriers', warehousemen's, materialmen's, suppliers' and
vendors' Liens, Liens for master's and crew's wages and other similar Liens, in
each case which are incurred in the ordinary course of business for sums not yet
delinquent or being contested in good faith, if such reserves or other
appropriate provisions, if any, as shall be required by GAAP shall have been
made with respect thereto, (xii) Liens incurred or pledges and deposits made in
the ordinary course of business in connection with workers' compensation and
unemployment insurance and other types of social security, (xiii) Liens to
secure any extension, renewal, refinancing or refunding (or successive
extensions, renewals, refinancings or refundings), in whole or in part, of any
Indebtedness secured by Liens referred to in the foregoing clauses (iv), (v),
(vii) and (viii) of this definition; provided that such Liens do not extend to
any other property of the Company or any Restricted Subsidiary of the Company
and the principal amount of the Indebtedness secured by such Lien is not
increased, (xiv) judgment Liens not giving rise to an Event of Default so long
as such Lien is adequately bonded and any appropriate legal proceedings that may
have been initiated for the review of such judgment, decree or order shall not
have been finally terminated or the period within which such proceedings may be
initiated shall not have expired, (xv) Liens securing obligations of the Company
under Hedging Obligations permitted to be incurred under clause (vi) of the
second paragraph of Section 4.09 hereof or any collateral for the Indebtedness
to which such Hedging Obligations relate, (xvi) Liens upon specific items of
inventory or other goods and proceeds of any Person securing such Person's
obligations in respect of banker's acceptances issued or credited for the
account of such Person to facilitate the purchase, shipment or storage of such
inventory or goods, (xvii) Liens securing reimbursement obligations with respect
to commercial letters of credit which encumber documents and other property
relating to such letters of credit and products and proceeds thereof, (xviii)
Liens arising out of consignment or similar arrangements for the sale of goods
in the ordinary course of business, (xvix) Liens in favor of customs and revenue
authorities arising as a matter of law to secure payment of customs duties in
connection with the importation of goods, (xx) Liens securing other Indebtedness
not exceeding $10.0 million at any time 

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outstanding, (xxi) Liens securing Permitted Refinancing Indebtedness, provided
that such Liens do not extend to any other property of the Company or any
Restricted Subsidiary of the Company and the principal amount of the
Indebtedness secured by such Lien is not increased, and (xxii) Liens on the
Equity Interests of Unrestricted Subsidiaries securing obligations of
Unrestricted Subsidiaries not otherwise prohibited by the Indentures.

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

"Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or agency or political subdivision thereof (including any subdivision
or ongoing business of any such entity or substantially all of the assets of any
such entity, subdivision or business).

"Private Placement Legend" means the legend set forth in Section
2.06(g)(i) to be placed on all Notes issued under this Indenture except where
otherwise permitted by the provisions of this Indenture.

"QIB" means a "qualified institutional buyer" as defined in Rule 144A.

"Qualified Proceeds" means, with respect to an Asset Sale by the Company
or any Restricted Subsidiary, any of the following or any combination of the
following: (i) any Cash Equivalents, (ii) any liabilities (as would be shown on
the Company's or such Restricted Subsidiary's balance sheet if prepared in
accordance with GAAP on the date of the corresponding Asset Sale), of the
Company or any Restricted Subsidiary (other than contingent liabilities and
liabilities that are by their terms subordinated to the Notes) that are assumed
by the transferee of any such assets pursuant to a customary novation agreement
that releases or indemnifies the Company or such Restricted Subsidiary from
further liability, (iii) any securities, notes or other obligations received by
the Company or any such Restricted Subsidiary from such transferee that are
converted by the Company or such Restricted Subsidiary into cash within 

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90 days after such Asset Sale (to the extent of the cash received in that
conversion), (iv) long-term assets that are used or useful in a Permitted
Business, and (v) all or substantially all of the assets of, or a majority of
the Voting Stock of, any Permitted Business; provided, however, that in the case
of clauses (iv) and (v) above, the Asset Sale transaction shall be with a
non-Affiliate and the amount of long-term assets or Voting Stock received in the
Asset Sale transaction shall not exceed 10% of the consideration received.

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

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

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

"Registration Rights Agreement" means the Senior Notes Registration
Rights Agreement, dated as of May 13, 1999, by and among the Company and the
other parties named on the signature pages thereof, as such agreement may be
amended, modified or supplemented from time to time and, with respect to any
Additional Notes, one or more registration rights agreements between the Company
and the other parties thereto, as such agreement(s) may be amended, modified or
supplemented from time to time, relating to rights given by the Company to the
purchasers of Additional Notes to register such Additional Notes under the
Securities Act.

"Regulation S" means Regulation S promulgated under the Securities Act.

"Representative" means the indenture trustee or other trustee, agent or
representative for any Senior Debt.

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

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officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.

"Restricted Definitive Note" means a Definitive Note bearing the Private
Placement Legend.

"Restricted Global Note" means a Global Note bearing the Private
Placement Legend.

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

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

"Rule 144" means Rule 144 promulgated under the Securities Act.

"Rule 144A" means Rule 144A promulgated under the Securities Act.

"Rule 903" means Rule 903 promulgated under the Securities Act.

"Rule 904" means Rule 904 promulgated the Securities Act.

"SEC" means the Securities and Exchange Commission.

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

"Subordinated Guarantees" means the Guarantees by the Guarantors of
Obligations under the Senior Notes Indenture.

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

"Senior Subordinated Notes Indenture" means that certain indenture,
dated as of the date hereof, between the Company and State Street Bank and Trust
Company, as trustee, as amended or supplemented from time to time, relating to
the Senior Subordinated Notes.

"Shelf Registration Statement" means the Shelf Registration Statement as
defined in the Registration Rights Agreement.

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

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

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repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.

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

"Subsidiary" means, with respect to any Person: (i) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by such
Person or one or more of the other Subsidiaries of that Person (or a combination
thereof), and (ii) any partnership (a) the sole general partner or the managing
general partner of which is such Person or a Subsidiary of such Person or (b)
the only general partners of which are such Person or of one or more
Subsidiaries of such Person (or any combination thereof).

"Supply Agreement" means that certain Packaging & Test Services
Agreement dated as of January 1, 1998, among the Company, Amkor Electronics,
Inc., C.I.L. Limited, Anam Semiconductor, Inc. and Anam USA, Inc., as the same
may be extended or renewed from time to time without alteration of the material
terms thereof.

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

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

"Transition Services Agreement" means that certain Transition Services
Agreement to be entered into by and between Amkor Technology Korea, Inc., a
Subsidiary of the Company, and Anam Semiconductor, Inc. in connection with the
Asset Purchase Agreement, as the same may be extended or renewed from time to
time without alteration of the material terms thereof.

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

"TSTC Joint Venture" means the joint venture created by the
Shareholders' Agreement dated as of April 10, 1998, among Acer Incorporated,
Taiwan Semiconductor Manufacturing Company Ltd., Chinfon Semiconductor &
Technology Co., Ltd., Scientek International Investment Co. Ltd., Anam

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Semiconductor, Inc. (as successor in interest to Anam Industrial Co. Ltd.), and
the Company, including all amendments thereof through the date of this
Indenture.

"Unrestricted Definitive Note" means one or more Definitive Notes that
do not bear and are not required to bear the Private Placement Legend.

"Unrestricted Global Note" means a permanent global Note substantially
in the form of Exhibit A attached hereto that bears the Global Note Legend and
that has the "Schedule of Exchanges of Interests in the Global Note" attached
thereto, and that is deposited with or on behalf of and registered in the name
of the Depositary, representing a series of Notes that do not bear the Private
Placement Legend.

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

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

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

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

"Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (a) the sum
of the products obtained by multiplying (x) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of

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principal, including payment at final maturity, in respect thereof, by (y) the
number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment, by (b) the then outstanding principal
amount of such Indebtedness.

"Wholly Owned Restricted Subsidiary" of any Person means a Restricted
Subsidiary of such Person all of the outstanding Capital Stock or other
ownership interests of which (other than directors' qualifying shares or similar
shares required by law to be held by third parties) shall at the time be owned
by such Person and/or by one or more Wholly Owned Restricted Subsidiaries of
such Person.

Section 1.02. Other Definitions.

Defined in
Term                                                                    Section
----                                                                   ----------

"Affiliate Transaction".............................................      4.11
"Asset Sale"........................................................      4.10
"Asset Sale Offer"..................................................      3.09
"Authentication Order"..............................................      2.02
"Bankruptcy Law"....................................................      4.01
"Calculation Date" .................................................      1.01
"Change of Control Offer"...........................................      4.14
"Change of Control Payment".........................................      4.14
"Change of Control Payment Date"....................................      4.14
"Covenant Defeasance"...............................................      8.03
"DTC" ..............................................................      2.03
"Event of Default"..................................................      6.01
"Excess Proceeds"...................................................      4.10
"incur".............................................................      4.09
"Legal Defeasance"..................................................      8.02
"Offer Amount"......................................................      3.09
"Offer Period"......................................................      3.09
"Paying Agent"......................................................      2.03
"Permitted Debt"....................................................      4.09
"Purchase Date".....................................................      3.09
"Reference Period" .................................................      4.09
"Registrar".........................................................      2.03
"Restricted Payments"...............................................      4.07
"Trustee" ..........................................................      8.05

Section 1.03. Incorporation by Reference of Trust Indenture Act.

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

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

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"indenture securities" means the Notes;

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

"indenture to be qualified" means this Indenture;

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

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

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

Section 1.04. Rules of Construction.

Unless the context otherwise requires:

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

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

(c)     "or" is not exclusive;

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

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

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

ARTICLE 2
THE NOTES

Section 2.01. Form and Dating.

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

The terms and provisions contained in the Notes shall constitute, and
are hereby expressly made, a part of this Indenture and the Company and the
Trustee, by their execution and delivery of this Indenture, expressly agree to
such terms and provisions and to be bound thereby. However, to the extent any
provision of any Note conflicts with the express provisions of this Indenture,
the provisions of this Indenture shall govern and be controlling.

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(b)     Global Notes. Notes issued in global form shall be substantially
in the form of Exhibit A attached hereto (including the Global Note Legend
thereon and the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Notes issued in definitive form shall be substantially in the form of
Exhibit A attached hereto (but without the Global Note Legend thereon and
without the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Each Global Note shall represent such of the outstanding Notes as
shall be specified therein and each shall provide that it shall represent the
aggregate principal amount of outstanding Notes from time to time endorsed
thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges and redemptions. Any endorsement of a Global Note to reflect
the amount of any increase or decrease in the aggregate principal amount of
outstanding Notes represented thereby shall be made by the Trustee or the
Custodian, at the direction of the Trustee, in accordance with instructions
given by the Holder thereof as required by Section 2.06 hereof.

Section 2.02. Execution and Authentication.

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

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

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

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

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

Section 2.03. Registrar and Paying Agent.

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

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

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

Section 2.04. Paying Agent to Hold Money in Trust.

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

Section 2.05. Holder Lists.

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

Section 2.06. Transfer and Exchange.

(a)     Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Company for Definitive Notes if (i) the Company delivers to the Trustee
notice from the Depositary that it is unwilling or unable to continue to act as
Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Company within 120 days after the date of such notice from the Depositary or
(ii) the Company in its sole discretion determines that the Global Notes (in
whole but not in part) should be exchanged for Definitive Notes and delivers a
written notice to such effect to the Trustee. Upon the occurrence of either of
the preceding events in (i) or (ii) above, Definitive Notes shall be issued in
such names as the Depositary shall instruct the Trustee. Global Notes also may
be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and
2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu
of, a Global Note or any portion thereof, pursuant to this Section 2.06 or
Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form
of, and shall be, a Global Note. A Global Note may not be exchanged for another
Note other than as provided in this Section 2.06(a), however, 

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beneficial interests in a Global Note may be transferred and exchanged as
provided in Section 2.06(b), (c) or (f) hereof.

(b)     Transfer and Exchange of Beneficial Interests in the Global
Notes. The transfer and exchange of beneficial interests in the Global Notes
shall be effected through the Depositary, in accordance with the provisions of
this Indenture and the Applicable Procedures. Beneficial interests in the
Restricted Global Notes shall be subject to restrictions on transfer comparable
to those set forth herein to the extent required by the Securities Act.
Transfers of beneficial interests in the Global Notes also shall require
compliance with either subparagraph (i) or (ii) below, as applicable, as well as
one or more of the other following subparagraphs, as applicable:

(i)     Transfer of Beneficial Interests in the Same Global
Note. Beneficial interests in any Restricted Global Note may be
transferred to Persons who take delivery thereof in the form of a
beneficial interest in the same Restricted Global Note in accordance
with the transfer restrictions set forth in the Private Placement
Legend. Beneficial interests in any Unrestricted Global Note may be
transferred to Persons who take delivery thereof in the form of a
beneficial interest in an Unrestricted Global Note. No written orders or
instructions shall be required to be delivered to the Registrar to
effect the transfers described in this Section 2.06(b)(i).

(ii)    All Other Transfers and Exchanges of Beneficial
Interests in Global Notes. In connection with all transfers and
exchanges of beneficial interests that are not subject to Section
2.06(b)(i) above, the transferor of such beneficial interest must
deliver to the Registrar either (A) (1) a written order from a
Participant or an Indirect Participant given to the Depositary in
accordance with the Applicable Procedures directing the Depositary to
credit or cause to be credited a beneficial interest in another Global
Note in an amount equal to the beneficial interest to be transferred or
exchanged and (2) instructions given in accordance with the Applicable
Procedures containing information regarding the Participant account to
be credited with such increase or (B) (1) a written order from a
Participant or an Indirect Participant given to the Depositary in
accordance with the Applicable Procedures directing the Depositary to
cause to be issued a Definitive Note in an amount equal to the
beneficial interest to be transferred or exchanged and (2) instructions
given by the Depositary to the Registrar containing information
regarding the Person in whose name such Definitive Note shall be
registered to effect the transfer or exchange referred to in (1) above.
Upon consummation of an Exchange Offer by the Company in accordance with
Section 2.06(f) hereof, the requirements of this Section 2.06(b)(ii)
shall be deemed to have been satisfied upon receipt by the Registrar of
the instructions contained in the Letter of Transmittal delivered by the
Holder of such beneficial interests in the Restricted Global Notes. Upon
satisfaction of all of the requirements for transfer or exchange of
beneficial interests in Global Notes contained in this Indenture and the
Notes or otherwise applicable under the Securities Act, the Trustee
shall adjust the principal amount of the relevant Global Note(s)
pursuant to Section 2.06(h) hereof.

(iii)   Transfer of Beneficial Interests to Another Restricted
Global Note. A beneficial interest in any Restricted Global Note may be
transferred to a Person who takes delivery thereof in the form of a
beneficial interest in another Restricted Global Note if the transfer
complies with the requirements of Section 2.06(b)(ii) above and the
transferor delivers a certificate in the form of Exhibit B hereto,
including the certifications in item (1) thereof.

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(iv)    Transfer and Exchange of Beneficial Interests in a
Restricted Global Note for Beneficial Interests in the Unrestricted
Global Note. A beneficial interest in any Restricted Global Note may be
exchanged by any holder thereof for a beneficial interest in an
Unrestricted Global Note or transferred to a Person who takes delivery
thereof in the form of a beneficial interest in an Unrestricted Global
Note if the exchange or transfer complies with the requirements of
Section 2.06(b)(ii) above and:

(A)     such exchange or transfer is effected pursuant
to the Exchange Offer in accordance with the Registration Rights
Agreement and the holder of the beneficial interest to be
transferred, in the case of an exchange, or the transferee, in
the case of a transfer, certifies in the applicable Letter of
Transmittal or via the Depository's book entry system that it is
not (1) a broker-dealer, (2) a Person participating in the
distribution of the Exchange Notes or (3) a Person who is an
affiliate (as defined in Rule 144) of the Company;

(B)     such transfer is effected pursuant to the Shelf
Registration Statement in accordance with the Registration
Rights Agreement;

(C)     such transfer is effected by a Broker-Dealer
pursuant to the Exchange Offer Registration Statement in
accordance with the Registration Rights Agreement; or

(D)     the Registrar receives the following:

(1)     if the holder of such beneficial
interest in a Restricted Global Note proposes to
exchange such beneficial interest for a beneficial
interest in an Unrestricted Global Note, a certificate
from such holder in the form of Exhibit C hereto,
including the certifications in item (1)(a) thereof; or

(2)     if the holder of such beneficial
interest in a Restricted Global Note proposes to
transfer such beneficial interest to a Person who shall
take delivery thereof in the form of a beneficial
interest in an Unrestricted Global Note, a certificate
from such holder in the form of Exhibit B hereto,
including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the
Company or the Registrar so requests or if the Applicable Procedures so
require, an Opinion of Counsel in form reasonably acceptable to the
Registrar to the effect that such exchange or transfer is in compliance
with the Securities Act and that the restrictions on transfer contained
herein and in the Private Placement Legend are no longer required in
order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to subparagraph (B) or (D)
above at a time when an Unrestricted Global Note has not yet been issued, the
Company shall issue and, upon receipt of an Authentication Order in accordance
with Section 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
aggregate principal amount of beneficial interests transferred pursuant to
subparagraph (B) or (D) above.

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Beneficial interests in an Unrestricted Global Note cannot be exchanged
for, or transferred to Persons who take delivery thereof in the form of, a
beneficial interest in a Restricted Global Note.

(c)     Transfer or Exchange of Beneficial Interests for Definitive
Notes.

(i)     Beneficial Interests in Restricted Global Notes to
Restricted Definitive Notes. If any holder of a beneficial interest in a
Restricted Global Note proposes to exchange such beneficial interest for
a Restricted Definitive Note or to transfer such beneficial interest to
a Person who takes delivery thereof in the form of a Restricted
Definitive Note, then, upon receipt by the Registrar of the following
documentation:

(A)     if the holder of such beneficial interest in a
Restricted Global Note proposes to exchange such beneficial
interest for a Restricted Definitive Note, a certificate from
such holder in the form of Exhibit C hereto, including the
certifications in item (2)(a) thereof;

(B)     if such beneficial interest is being transferred
to a QIB in accordance with Rule 144A under the Securities Act,
a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (1) thereof;

(C)     if such beneficial interest is being transferred
to a Non-U.S. Person in an offshore transaction in accordance
with Rule 903 or Rule 904 under the Securities Act, a
certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (2) thereof;

(D)     if such beneficial interest is being transferred
pursuant to an exemption from the registration requirements of
the Securities Act in accordance with Rule 144 under the
Securities Act, a certificate to the effect set forth in Exhibit
B hereto, including the certifications in item (3)(a) thereof;

(E)     if such beneficial interest is being transferred
to an Institutional Accredited Investor in reliance on an
exemption from the registration requirements of the Securities
Act other than those listed in subparagraphs (B) through (D)
above, a certificate to the effect set forth in Exhibit B
hereto, including the certifications, certificates and Opinion
of Counsel required by item (3) thereof, if applicable;

(F)     if such beneficial interest is being transferred
to the Company or any of its Subsidiaries, a certificate to the
effect set forth in Exhibit B hereto, including the
certifications in item (3)(b) thereof; or

(G)     if such beneficial interest is being transferred
pursuant to an effective registration statement under the
Securities Act, a certificate to the effect set forth in Exhibit
B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable
Global Note to be reduced accordingly pursuant to Section 2.06(h)
hereof, and the Company shall execute and the Trustee shall authenticate
and deliver to the Person designated in the instructions a Definitive
Note in the 

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appropriate principal amount. Any Definitive Note issued in exchange for
a beneficial interest in a Restricted Global Note pursuant to this
Section 2.06(c) shall be registered in such name or names and in such
authorized denomination or denominations as the holder of such
beneficial interest shall instruct the Registrar through instructions
from the Depositary and the Participant or Indirect Participant. The
Trustee shall deliver such Definitive Notes to the Persons in whose
names such Notes are so registered. Any Definitive Note issued in
exchange for a beneficial interest in a Restricted Global Note pursuant
to this Section 2.06(c)(i) shall bear the Private Placement Legend and
shall be subject to all restrictions on transfer contained therein.

(ii)    Beneficial Interests in Restricted Global Notes to
Unrestricted Definitive Notes. A holder of a beneficial interest in a
Restricted Global Note may exchange such beneficial interest for an
Unrestricted Definitive Note or may transfer such beneficial interest to
a Person who takes delivery thereof in the form of an Unrestricted
Definitive Note only if:

(A)     such exchange or transfer is effected pursuant
to the Exchange Offer in accordance with the Registration Rights
Agreement and the holder of such beneficial interest, in the
case of an exchange, or the transferee, in the case of a
transfer, certifies in the applicable Letter of Transmittal that
it is not (1) a broker-dealer, (2) a Person participating in the
distribution of the Exchange Notes or (3) a Person who is an
affiliate (as defined in Rule 144) of the Company;

(B)     such transfer is effected pursuant to the Shelf
Registration Statement in accordance with the Registration
Rights Agreement;

(C)     such transfer is effected by a Broker-Dealer
pursuant to the Exchange Offer Registration Statement in
accordance with the Registration Rights Agreement; or

(D)     the Registrar receives the following:

(1)     if the holder of such beneficial
interest in a Restricted Global Note proposes to
exchange such beneficial interest for a Definitive Note
that does not bear the Private Placement Legend, a
certificate from such holder in the form of Exhibit C
hereto, including the certifications in item (1)(b)
thereof; or

(2)     if the holder of such beneficial
interest in a Restricted Global Note proposes to
transfer such beneficial interest to a Person who shall
take delivery thereof in the form of a Definitive Note
that does not bear the Private Placement Legend, a
certificate from such holder in the form of Exhibit B
hereto, including the certifications in item (4)
thereof;

and, in each such case set forth in this subparagraph (D), if
the Company or the Registrar so requests or if the Applicable
Procedures so require, an Opinion of Counsel in form reasonably
acceptable to the Registrar to the effect that such exchange or
transfer is in compliance with the Securities Act and that the
restrictions on transfer contained herein and in the Private
Placement Legend are no longer required in order to maintain
compliance with the Securities Act.

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(iii)   Beneficial Interests in Unrestricted Global Notes to
Unrestricted Definitive Notes. If any holder of a beneficial interest in
an Unrestricted Global Note proposes to exchange such beneficial
interest for a Definitive Note or to transfer such beneficial interest
to a Person who takes delivery thereof in the form of a Definitive Note,
then, upon satisfaction of the conditions set forth in Section
2.06(b)(ii) hereof, the Trustee shall cause the aggregate principal
amount of the applicable Global Note to be reduced accordingly pursuant
to Section 2.06(h) hereof, and the Company shall execute and the Trustee
shall authenticate and deliver to the Person designated in the
instructions a Definitive Note in the appropriate principal amount. Any
Definitive Note issued in exchange for a beneficial interest pursuant to
this Section 2.06(c)(iii) shall be registered in such name or names and
in such authorized denomination or denominations as the holder of such
beneficial interest shall instruct the Registrar through instructions
from the Depositary and the Participant or Indirect Participant. The
Trustee shall deliver such Definitive Notes to the Persons in whose
names such Notes are so registered. Any Definitive Note issued in
exchange for a beneficial interest pursuant to this Section 2.06(c)(iii)
shall not bear the Private Placement Legend.

(d)     Transfer and Exchange of Definitive Notes for Beneficial
Interests.

(i)     Restricted Definitive Notes to Beneficial Interests in
Restricted Global Notes. If any Holder of a Restricted Definitive Note
proposes to exchange such Note for a beneficial interest in a Restricted
Global Note or to transfer such Restricted Definitive Notes to a Person
who takes delivery thereof in the form of a beneficial interest in a
Restricted Global Note, then, upon receipt by the Registrar of the
following documentation:

(A)     if the Holder of such Restricted Definitive Note
proposes to exchange such Note for a beneficial interest in a
Restricted Global Note, a certificate from such Holder in the
form of Exhibit C hereto, including the certifications in item
(2)(b) thereof;

(B)     if such Restricted Definitive Note is being
transferred to a QIB in accordance with Rule 144A under the
Securities Act, a certificate to the effect set forth in Exhibit
B hereto, including the certifications in item (1) thereof;

(C)     if such Restricted Definitive Note is being
transferred to a Non-U.S. Person in an offshore transaction in
accordance with Rule 903 or Rule 904 under the Securities Act, a
certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (2) thereof;

(D)     if such Restricted Definitive Note is being
transferred pursuant to an exemption from the registration
requirements of the Securities Act in accordance with Rule 144
under the Securities Act, a certificate to the effect set forth
in Exhibit B hereto, including the certifications in item (3)(a)
thereof;

(E)     if such Restricted Definitive Note is being
transferred to an Institutional Accredited Investor in reliance
on an exemption from the registration requirements of the
Securities Act other than those listed in subparagraphs (B)
through (D) above, a certificate to the effect set forth in
Exhibit B hereto, including the certifications, certificates and
Opinion of Counsel required by item (3) thereof, if applicable;

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(F)     if such Restricted Definitive Note is being
transferred to the Company or any of its Subsidiaries, a
certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (3)(b) thereof; or

(G)     if such Restricted Definitive Note is being
transferred pursuant to an effective registration statement
under the Securities Act, a certificate to the effect set forth
in Exhibit B hereto, including the certifications in item (3)(c)
thereof,

the Trustee shall cancel the Restricted Definitive Note and increase or
cause to be increased the aggregate principal amount of the Restricted
Global Note.

(ii)    Restricted Definitive Notes to Beneficial Interests in
Unrestricted Global Notes. A Holder of a Restricted Definitive Note may
exchange such Note for a beneficial interest in an Unrestricted Global
Note or transfer such Restricted Definitive Note to a Person who takes
delivery thereof in the form of a beneficial interest in an Unrestricted
Global Note only if:

(A)     such exchange or transfer is effected pursuant
to the Exchange Offer in accordance with the Registration Rights
Agreement and the Holder, in the case of an exchange, or the
transferee, in the case of a transfer, certifies in the
applicable Letter of Transmittal that it is not (1) a
broker-dealer, (2) a Person participating in the distribution of
the Exchange Notes or (3) a Person who is an affiliate (as
defined in Rule 144) of the Company;

(B)     such transfer is effected pursuant to the Shelf
Registration Statement in accordance with the Registration
Rights Agreement;

(C)     such transfer is effected by a Broker-Dealer
pursuant to the Exchange Offer Registration Statement in
accordance with the Registration Rights Agreement; or

(D)     the Registrar receives the following:

(1)     if the Holder of such Definitive Notes
proposes to exchange such Notes for a beneficial
interest in the Unrestricted Global Note, a certificate
from such Holder in the form of Exhibit C hereto,
including the certifications in item (1)(c) thereof; or

(2)     if the Holder of such Definitive Notes
proposes to transfer such Notes to a Person who shall
take delivery thereof in the form of a beneficial
interest in the Unrestricted Global Note, a certificate
from such Holder in the form of Exhibit B hereto,
including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the
Company or the Registrar so requests or if the Applicable Procedures so
require, an Opinion of Counsel in form reasonably acceptable to the
Registrar to the effect that such exchange or transfer is in compliance
with the Securities Act and that the restrictions on transfer contained
herein and in the Private Placement Legend are no longer required in
order to maintain compliance with the Securities Act.

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Upon satisfaction of the conditions of any of the subparagraphs
in this Section 2.06(d)(ii), the Trustee shall cancel the Definitive
Notes and increase or cause to be increased the aggregate principal
amount of the Unrestricted Global Note.

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

If any such exchange or transfer from a Definitive Note to a
beneficial interest is effected pursuant to subparagraphs (ii)(B),
(ii)(D) or (iii) above at a time when an Unrestricted Global Note has
not yet been issued, the Company shall issue and, upon receipt of an
Authentication Order in accordance with Section 2.02 hereof, the Trustee
shall authenticate one or more Unrestricted Global Notes in an aggregate
principal amount equal to the principal amount of Definitive Notes so
transferred.

(e)     Transfer and Exchange of Definitive Notes for Definitive Notes.
Upon request by a Holder of Definitive Notes and such Holder's compliance with
the provisions of this Section 2.06(e), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting Holder shall present or surrender to the Registrar
the Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.06(e).

(i)     Restricted Definitive Notes to Restricted Definitive
Notes. Any Restricted Definitive Note may be transferred to and
registered in the name of Persons who take delivery thereof in the form
of a Restricted Definitive Note if the Registrar receives the following:

(A)     if the transfer will be made pursuant to Rule
144A under the Securities Act, then the transferor must deliver
a certificate in the form of Exhibit B hereto, including the
certifications in item (1) thereof;

(B)     if the transfer will be made pursuant to Rule
903 or Rule 904, then the transferor must deliver a certificate
in the form of Exhibit B hereto, including the certifications in
item (2) thereof; and

(C)     if the transfer will be made pursuant to any
other exemption from the registration requirements of the
Securities Act, then the transferor must deliver a certificate
in the form of Exhibit B hereto, including the certifications,
certificates and Opinion of Counsel required by item (3)
thereof, if applicable.

(ii)    Restricted Definitive Notes to Unrestricted Definitive
Notes. Any Restricted Definitive Note may be exchanged by the Holder
thereof for an Unrestricted Definitive Note or 

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transferred to a Person or Persons who take delivery thereof in the form
of an Unrestricted Definitive Note if:

(A)     such exchange or transfer is effected pursuant
to the Exchange Offer in accordance with the Registration Rights
Agreement and the Holder, in the case of an exchange, or the
transferee, in the case of a transfer, certifies in the
applicable Letter of Transmittal that it is not (1) a
broker-dealer, (2) a Person participating in the distribution of
the Exchange Notes or (3) a Person who is an affiliate (as
defined in Rule 144) of the Company;

(B)     any such transfer is effected pursuant to the
Shelf Registration Statement in accordance with the Registration
Rights Agreement;

(C)     any such transfer is effected by a Broker-Dealer
pursuant to the Exchange Offer Registration Statement in
accordance with the Registration Rights Agreement; or

(D)     the Registrar receives the following:

(1)     if the Holder of such Restricted
Definitive Notes proposes to exchange such Notes for an
Unrestricted Definitive Note, a certificate from such
Holder in the form of Exhibit C hereto, including the
certifications in item (1)(d) thereof; or

(2)     if the Holder of such Restricted
Definitive Notes proposes to transfer such Notes to a
Person who shall take delivery thereof in the form of an
Unrestricted Definitive Note, a certificate from such
Holder in the form of Exhibit B hereto, including the
certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), an
Opinion of Counsel in form reasonably acceptable to the Company
to the effect that such exchange or transfer is in compliance
with the Securities Act and that the restrictions on transfer
contained herein and in the Private Placement Legend are no
longer required in order to maintain compliance with the
Securities Act.

(iii)   Unrestricted Definitive Notes to Unrestricted Definitive
Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes
to a Person who takes delivery thereof in the form of an Unrestricted
Definitive Note. Upon receipt of a request to register such a transfer,
the Registrar shall register the Unrestricted Definitive Notes pursuant
to the instructions from the Holder thereof.

(f)     Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.02, the
Trustee shall authenticate (i) one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by Persons that
certify in the applicable Letters of Transmittal that (x) they are not
broker-dealers, (y) they are not participating in a distribution of the Exchange
Notes and (z) they are not affiliates (as defined in Rule 144) of the Company,
and accepted for exchange in the Exchange Offer and (ii) Definitive Notes in an
aggregate principal amount equal to the principal amount of the Restricted
Definitive Notes accepted for exchange in the Exchange Offer. Concurrently with
the 

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issuance of such Notes, the Trustee shall cause the aggregate principal amount
of the applicable Restricted Global Notes to be reduced accordingly, and the
Company shall execute and the Trustee shall authenticate and deliver to the
Persons designated by the Holders of Definitive Notes so accepted Definitive
Notes in the appropriate principal amount.

(g)     Legends. The following legends shall appear on the face of all
Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.

(i)     Private Placement Legend.

(A)     Except as permitted by subparagraph (B) below,
each Global Note and each Definitive Note (and all Notes issued
in exchange therefor or substitution thereof) shall bear the
legend in substantially the following form:

"THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT") AND THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR
IN ACCORDANCE WITH AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT (SUBJECT TO THE DELIVERY OF SUCH EVIDENCE, IF ANY, REQUIRED
UNDER THE INDENTURE PURSUANT TO WHICH THIS NOTE IS ISSUED) AND IN ACCORDANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY
OTHER JURISDICTION. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY
NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF
SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER OR ANOTHER
EXEMPTION UNDER THE SECURITIES ACT. THE HOLDER OF THE SECURITY EVIDENCED HEREBY
AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (1)(A) TO A PERSON WHO THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A, (B) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE
SECURITIES ACT, (C) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT OR (D)
IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO
REQUESTS), AS LONG AS THE REGISTRAR RECEIVES A CERTIFICATION OF THE TRANSFEROR
AND AN OPINION OF COUNSEL THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT, (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE JURISDICTION AND
(B) THE HOLDER WILL AND EACH SUBSEQUENT HOLDER IS REQUIRED TO NOTIFY ANY
PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTION SET
FORTH IN (A) ABOVE."

(B)     Notwithstanding the foregoing, any Global Note
or Definitive Note issued pursuant to subparagraphs (b)(iv),
(c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f)
to this 

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Section 2.06 (and all Notes issued in exchange therefor or
substitution thereof) shall not bear the Private Placement
Legend.

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

"THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY."

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

(i)     General Provisions Relating to Transfers and Exchanges.

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

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

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

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

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

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

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

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

Section 2.07. Replacement Notes.

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

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

Section 2.08. Outstanding Notes.

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

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

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

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

Section 2.09. Treasury Notes.

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

Section 2.10. Temporary Notes.

Until certificates representing Notes are ready for delivery, the
Company may prepare and the Trustee, upon receipt of an Authentication Order,
shall authenticate temporary Notes. Temporary Notes shall be substantially in
the form of certificated Notes but may have variations that the Company
considers appropriate for temporary Notes and as shall be reasonably acceptable
to the Trustee. Without unreasonable delay, the Company shall prepare and the
Trustee shall authenticate definitive Notes in exchange for temporary Notes.

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

Section 2.11. Cancellation.

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

Section 2.12. Defaulted Interest.

If the Company defaults in a payment of interest on the Notes, it shall
pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01 hereof. The Company shall notify the Trustee in writing of
the amount of 

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defaulted interest proposed to be paid on each Note and the date of the proposed
payment. The Company shall fix or cause to be fixed each such special record
date and payment date, provided that no such special record date shall be less
than 10 days prior to the related payment date for such defaulted interest. At
least 15 days before the special record date, the Company (or, upon the written
request of the Company, the Trustee in the name and at the expense of the
Company) shall mail or cause to be mailed to Holders a notice that states the
special record date, the related payment date and the amount of such interest to
be paid.

ARTICLE 3
REDEMPTION AND PREPAYMENT

Section 3.01. Notices to Trustee.

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

Section 3.02. Selection of Notes to Be Redeemed.

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

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

Section 3.03. Notice of Redemption.

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

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

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(a)     the redemption date;

(b)     the redemption price;

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

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

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

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

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

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

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

Section 3.04. Effect of Notice of Redemption.

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

Section 3.05. Deposit of Redemption Price.

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

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

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preceding paragraph, interest shall be paid on the unpaid principal, from the
redemption date until such principal is paid, and to the extent lawful on any
interest not paid on such unpaid principal, in each case at the rate provided in
the Notes and in Section 4.01 hereof.

Section 3.06. Notes Redeemed in Part.

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

Section 3.07. Optional Redemption.

(a)     Except as set forth in clause (b) of this Section 3.07, the
Company shall not have the option to redeem the Notes pursuant to this Section
3.07 prior to May 1, 2003. Thereafter, the Company shall have the option to
redeem the Notes, in whole or in part, at the redemption prices (expressed as
percentages of principal amount) set forth below plus accrued and unpaid
interest and Liquidated Damages thereon, if any, to the applicable redemption
date, if redeemed during the twelve-month period beginning on May 1 of the years
indicated below:

Year                                                   Percentage
----                                                   ----------

2003................................................    104.625%
2004................................................    102.313%
2005................................................    100.000%

(b)     Notwithstanding the provisions of clause (a) of this Section
3.07, at any time prior to May 1, 2003, the Company may on any one or more
occasions redeem all or a part of the aggregate principal amount of Notes
originally issued under this Indenture at a redemption price equal to 100% of
the principal amount thereof, plus the Applicable Premium, if any, plus accrued
and unpaid interest to the redemption date

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

Section 3.08. Mandatory Redemption.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Other than as specifically provided in this Section 3.09, any purchase
pursuant to this Section 3.09 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof.

ARTICLE 4
COVENANTS

Section 4.01. Payment of Notes.

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

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

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Section 4.02. Maintenance of Office or Agency.

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

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

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

Section 4.03. Reports.

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

(b)     For so long as any Notes remain outstanding, the Company shall
furnish to the Holders and to securities analysts and prospective investors,
upon their request, the information required to be delivered pursuant to Rule
144A(d)(4) under the Securities Act.

Section 4.04. Compliance Certificate.

(a)     The Company and each Guarantor (to the extent that such
Guarantor is so required under the TIA) shall deliver to the Trustee, within 90
days after the end of each fiscal year, an Officers' Certificate stating that a
review of the activities of the Company and its Subsidiaries during the
preceding fiscal year has been made under the supervision of the signing
Officers with a view to determining whether the Company has kept, observed,
performed and fulfilled its obligations under this Indenture, and further
stating, as to each such Officer signing such certificate, that to the best of
his or her knowledge the Company has kept, observed, performed and fulfilled
each and every covenant contained in this Indenture and is not in default in the
performance or observance of any of the terms, provisions and conditions of this
Indenture (or, if a Default or Event of Default shall have occurred, describing
all such Defaults or Events of Default of which he or she may have knowledge and
what 

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action the Company is taking or proposes to take with respect thereto) and that
to the best of his or her knowledge no event has occurred and remains in
existence by reason of which payments on account of the principal of or
interest, if any, on the Notes is prohibited or if such event has occurred, a
description of the event and what action the Company is taking or proposes to
take with respect thereto.

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

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

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

Section 4.05. Taxes.

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

Section 4.06. Stay, Extension and Usury Laws.

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

Section 4.07. Restricted Payments.

The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make
any other payment or distribution on account of the Company's or any of its
Restricted Subsidiaries' Equity Interests (including, without limitation, any

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payment in connection with any merger or consolidation involving the Company or
any of its Restricted Subsidiaries) or to the direct or indirect holders of the
Company's or any of its Restricted Subsidiaries' Equity Interests in their
capacity as such (other than dividends or distributions payable in Equity
Interests (other than Disqualified Stock) of the Company or to the Company or a
Restricted Subsidiary of the Company), (ii) purchase, redeem or otherwise
acquire or retire for value (including, without limitation, in connection with
any merger or consolidation involving the Company) any Equity Interests of the
Company or any direct or indirect parent of the Company or any Restricted
Subsidiary of the Company (other than any such Equity Interests owned by the
Company or any Restricted Subsidiary of the Company), (iii) make any payment on
or with respect to, or purchase, redeem, defease or otherwise acquire or retire
for value any Indebtedness that is subordinated to the Notes, including the
Senior Subordinated Notes, except a payment of interest or principal at the
Stated Maturity thereof, or (iv) make any Restricted Investment (all such
payments and other actions set forth in clauses (i) through (iv) above being
collectively referred to as "Restricted Payments"), unless, at the time of and
after giving effect to such Restricted Payment:

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

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

(c)     such Restricted Payment, together with the aggregate amount of
all other Restricted Payments made by the Company and its Restricted
Subsidiaries after the date of this Indenture (excluding Restricted Payments
permitted by clauses (ii), (iii), (iv), (vii) and (ix) of the next succeeding
paragraph), is less than the sum, without duplication, of (i) 50% of the
Consolidated Net Income of the Company for the period (taken as one accounting
period) from the beginning of the first fiscal quarter commencing after the date
of this Indenture to the end of the Company's most recently ended fiscal quarter
for which internal financial statements are available at the time of such
Restricted Payment (or, if such Consolidated Net Income for such period is a
deficit, less 100% of such deficit), plus (ii) 100% of the aggregate net cash
proceeds received by the Company since the date of this Indenture as a
contribution to its common equity capital or from the issue or sale of Equity
Interests of the Company (other than Disqualified Stock) (other than Equity
Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the
Company), plus (iii) to the extent that any Restricted Investment that was made
after the date of this Indenture is sold for cash or otherwise liquidated or
repaid for cash, the lesser of (A) the cash return of capital with respect to
such Restricted Investment (less the cost of disposition, if any) and (B) the
initial amount of such Restricted Investment, plus (iv) the amount by which (A)
Indebtedness (other than Disqualified Stock) of the Company or any Restricted
Subsidiary issued after the date of issuance of the Notes is reduced on the
Company's consolidated balance sheet (if prepared in accordance with GAAP as of
the date of determination) and (B) Disqualified Stock of the Company issued
after the date of issuance of the Notes (held by any Person other than any
Restricted Subsidiary) is reduced (measured with reference to its redemption or
repurchase price), in each case, as a result of the conversion or exchange of
any such Indebtedness or Disqualified Stock into Equity Interests (other than
Disqualified Stock) of the Company, less, in each case, any cash distributed by
the Company upon such conversion or exchange, plus (v) to the extent that any
Investment in any Unrestricted Subsidiary that was made after the date of this
Indenture is sold for cash or otherwise liquidated, repaid for cash or such

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Unrestricted Subsidiary is converted into a Restricted Subsidiary, the
lesser of (A) an amount equal to the sum of (I) the net reduction in Investments
in Unrestricted Subsidiaries resulting from dividends, repayments of loans or
advances or other transfers of assets, in each case to the Company or any
Restricted Subsidiary from Unrestricted Subsidiaries, and (II) the fair market
value of the net assets of an Unrestricted Subsidiary at the time such
Unrestricted Subsidiary is designated a Restricted Subsidiary, and (B) the
remaining amount of the Investment in such Unrestricted Subsidiary which has not
been repaid or converted into cash or assets.

The preceding provisions will not prohibit: (i) the payment of any
dividend within 60 days after the date of declaration thereof, if at the date of
declaration no Default has occurred and is continuing or would be caused thereby
and such payment would have complied with the provisions of this Indenture, (ii)
the making of any payment on or with respect to, or in connection with, the
redemption, repurchase, retirement, defeasance or other acquisition of, any
Indebtedness of the Company or any Restricted Subsidiary that is subordinated to
the Notes or of any Equity Interests of the Company or any Restricted Subsidiary
in exchange for, or out of the net cash proceeds of the substantially concurrent
sale (other than to a Subsidiary of the Company) of, Equity Interests (other
than Disqualified Stock) of the Company or any subordinated Indebtedness of the
Company; provided that the amount of any such net cash proceeds that are
utilized for any such redemption, repurchase, retirement, defeasance or other
acquisition shall be excluded from clause (c)(2) of the preceding paragraph,
(iii) the making of any payment on or with respect to, or in connection with,
the defeasance, redemption, repurchase or other acquisition of Indebtedness of
the Company or any Restricted Subsidiary that is subordinated to the Senior
Notes with the net cash proceeds from the incurrence of Permitted Refinancing
Indebtedness, (iv) the payment of any dividend by a Restricted Subsidiary of the
Company to the holders of its common Capital Stock on a pro rata basis, (v) so
long as no Default has occurred and is continuing or would be caused thereby,
the repurchase, redemption or other acquisition or retirement for value of any
Equity Interests of the Company or any Restricted Subsidiary of the Company held
by any employee of the Company or any Restricted Subsidiary pursuant to any
employee equity subscription agreement, stock ownership plan or stock option
agreement in effect from time to time; provided that the aggregate price paid
for all such repurchased, redeemed, acquired or retired Equity Interests shall
not exceed $2.0 million in any twelve-month period and $10.0 million in the
aggregate, (vi) the making of any payment on or with respect to, or repurchase,
redemption, defeasance or other acquisition or retirement for value of the
Convertible Notes in connection with (A) so long as no Event of Default has
occurred and is continuing or would be caused thereby, an optional redemption of
the Convertible Notes on or after May 3, 2001 pursuant to the terms thereof, or
(B) the honoring by the Company of any conversion request by a holder of the
Convertible Notes (including the payment by the Company of any cash in lieu of
fractional shares) in accordance with their terms, (vii) that portion of
Investments the payment for which consists exclusively of Equity Interests
(other than Disqualified Stock) of the Company, (viii) so long as no Default has
occurred and is continuing or would be caused thereby, other Restricted Payments
in an aggregate amount not to exceed $25.0 million, (ix) the repurchase of
Equity Interests of the Company that may be deemed to occur upon the exercise of
stock options if such Equity Interests represent a portion of the exercise price
thereof, (x) any payments to one or more shareholders of the Company in
connection with settling shareholder obligations for income taxes in respect of
tax periods ending prior to the conversion of the Company from "S" corporation
status to "C" corporation status, (xi) in the case of an Asset Sale, any Asset
Sale Offer after the Company has complied with its obligations to the Holders of
the Senior Notes under the "Asset Sale" covenant contained in the Senior Notes
Indenture, and (xii) in the case of a Change of Control, any Change of Control
Offer to repurchase the Senior Subordinated 

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Notes after the Company has complied with its obligations to the Holders of the
Senior Notes under the "Change of Control" covenant contained in the Senior
Notes Indenture.

The amount of all Restricted Payments (other than cash) shall be the
fair market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by the Company or such
Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.
The fair market value of any assets or securities that are required to be valued
by this covenant with a fair market value in excess of $1.0 million but less
than $5.0 million shall be evidenced by an Officer's Certificate which shall be
delivered to the Trustee. The fair market value of any assets or securities that
are required to be valued by this covenant with a fair market value in excess of
$5.0 million shall be determined by the Board of Directors whose resolution with
respect thereto shall be delivered to the Trustee. Not later than the date of
making any Restricted Payment, the Company shall deliver to the Trustee an
Officers' Certificate stating that such Restricted Payment is permitted and
setting forth the basis upon which the calculations required by this Section
4.07 were computed, together with a copy of any fairness opinion or appraisal
required by this Indenture.

Section 4.08. Dividend and Other Payment Restrictions Affecting Subsidiaries.

The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or permit to exist or become
effective any encumbrance or restriction on the ability of any Restricted
Subsidiary to (a)(i) pay dividends or make any other distributions to the
Company or any of its Restricted Subsidiaries (A) on its Capital Stock or (B)
with respect to any other interest or participation in, or measured by, its
profits or (ii) pay any indebtedness owed to the Company or any of its
Restricted Subsidiaries, (b) make loans or advances to the Company or any of its
Restricted Subsidiaries or (c) transfer any of its properties or assets to the
Company or any of its Restricted Subsidiaries, except for such encumbrances or
restrictions existing under or by reasons of (i) Existing Indebtedness as in
effect on the date hereof and any amendments, modifications, restatements,
renewals, increases, supplements, refundings, replacements or refinancings
thereof, provided that such amendments, modifications, restatements, renewals,
increases, supplements, refundings, replacements or refinancings are no more
restrictive, taken as a whole, with respect to such dividend and other payment
restrictions than those contained in such Existing Indebtedness, as in effect on
the date hereof, (ii) this Indenture and the Notes and the Senior Subordinated
Notes Indenture and the Senior Subordinated Notes, (iii) applicable law, (iv)
any instrument governing Indebtedness or Capital Stock of a Person acquired by
the Company or any of its Restricted Subsidiaries as in effect at the time of
such acquisition (except to the extent such Indebtedness was incurred in
connection with or in contemplation of such acquisition), which encumbrance or
restriction is not applicable to any Person, or the properties or assets of any
Person, other than the Person, or the property or assets of the Person, so
acquired, provided that, in the case of Indebtedness, such Indebtedness was
permitted by the terms of this Indenture to be incurred, (v) customary
non-assignment provisions in leases, licenses and other contracts entered into
in the ordinary course of business and consistent with past practices, (vi)
purchase money obligations or Capital Lease Obligations for property acquired in
the ordinary course of business that impose restrictions on the property so
acquired of the nature described in clause (c) above, (vii) any agreement for
the sale or other disposition of a Restricted Subsidiary that restricts
dividends, distributions, loans, advances or transfers by such Restricted
Subsidiary pending its sale or other disposition, (viii) Permitted Refinancing
Indebtedness, provided that the restrictions contained in the agreements
governing such Permitted Refinancing Indebtedness are no more restrictive, taken
as a whole, than those contained in the agreements governing the Indebtedness
being refinanced, (ix) agreements entered into with respect to 

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Liens securing Indebtedness otherwise permitted to be incurred pursuant to the
provisions of Section 4.12 hereof that limit the right of the Company or any of
its Restricted Subsidiaries to dispose of the assets subject to such Lien, (x)
provisions with respect to the disposition or distribution of assets or property
in joint venture agreements and other similar agreements entered into in the
ordinary course of business, (xi) restrictions on cash or other deposits or net
worth imposed by customers under contracts entered into in the ordinary course
of business, (xii) any Receivables Program, and (xiii) any restriction imposed
pursuant to contracts for the sale of assets with respect to the transfer of the
assets to be sold pursuant to such contract.

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

The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "incur") any Indebtedness (including Acquired
Debt), and the Company will not issue any Disqualified Stock and will not permit
any of its Restricted Subsidiaries to issue any shares of preferred stock;
provided, however, that the Company and any Restricted Subsidiary that is a
Guarantor may incur Indebtedness (including Acquired Debt), and the Company may
issue Disqualified Stock, and any Restricted Subsidiary that is a Guarantor may
issue preferred stock, if the Consolidated Interest Expense Coverage Ratio for
the Company's most recently ended four full fiscal quarters (the "Reference
Period") for which internal financial statements are available immediately
preceding the date on which such additional Indebtedness is incurred or such
Disqualified Stock is issued would have been at least 2.5 to 1, determined on a
pro forma basis (including a pro forma application of the net proceeds
therefrom), as if the additional Indebtedness had been incurred, or the
Disqualified Stock or preferred stock had been issued, as the case may be, at
the beginning of such four-quarter period.

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

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

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

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

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

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

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

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

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

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

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

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

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actually received by the Company and its Restricted Subsidiaries in
connection with such disposition;

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

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

(xiv)   the incurrence by the Company or any of its Restricted
Subsidiaries of additional Indebtedness in an aggregate principal amount
(or accreted value, as applicable) at any time outstanding, including
all Permitted Refinancing Indebtedness incurred to refund, refinance or
replace any Indebtedness incurred pursuant to this clause (xiv), not to
exceed $25.0 million.

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

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

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

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

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

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

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Section 4.10. Asset Sales.

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

Notwithstanding the foregoing, the following shall not be deemed to be
Asset Sales: (i) any single transaction or series of related transactions that
(a) involves assets having a fair market value of less than $2.0 million or (b)
results in net proceeds to the Company and its Restricted Subsidiaries of less
than $2.0 million, (ii) a transfer of assets between or among the Company and
any Restricted Subsidiary, (iii) an issuance of Equity Interests by a Restricted
Subsidiary to the Company or to another Wholly Owned Restricted Subsidiary, (iv)
the sale, lease, conveyance or other disposition of any Receivable Program
Assets by the Company or any Restricted Subsidiary in connection with a
Receivables Program, (v) the sale, lease, conveyance or other disposition of any
inventory, receivables or other current assets by the Company or any of its
Restricted Subsidiaries in the ordinary course of business, (vi) the granting of
a Permitted Lien, (vi) the licensing by the Company or any Restricted Subsidiary
of intellectual property in the ordinary course of business or on commercially
reasonable terms, (vii) the sale, lease, conveyance or other disposition of
obsolete or worn out equipment or equipment no longer useful in the Company's
business, and (viii) the making or liquidating of any Restricted Payment or
Permitted Investment that is permitted by Section 4.07 hereof.

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

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use such deficiency for any purpose not otherwise prohibited by this Indenture.
Upon completion of such offer to purchase, the amount of Excess Proceeds will be
deemed to be reset at zero.

Section 4.11. Transactions with Affiliates.

The Company will not, and will not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or Guarantee with, or for the benefit
of, any Affiliate (each, an "Affiliate Transaction"), unless: (a) such Affiliate
Transaction (when viewed together with related Affiliate Transactions, if any)
is on terms that are no less favorable to the Company or the relevant Restricted
Subsidiary than those that would have been obtained in a comparable transaction
by the Company or such Restricted Subsidiary with an unrelated Person, and (b)
the Company delivers to the Trustee (i) with respect to any Affiliate
Transaction or series of related Affiliate Transactions involving aggregate
consideration in excess of $10.0 million, a resolution of the Board of Directors
set forth in an Officers' Certificate certifying that such Affiliate Transaction
complies with this covenant and that such Affiliate Transaction has been
approved by a majority of the disinterested members of the Board of Directors
(of which there must be at least one), and (ii) with respect to any Affiliate
Transaction or series of related Affiliate Transactions involving aggregate
consideration in excess of $25.0 million, an opinion as to the fairness to the
Holders of such Affiliate Transaction from a financial point of view issued by
an accounting, appraisal or investment banking firm of national standing;
provided that (x) the Company and its Restricted Subsidiaries may enter into
Affiliate Transactions pursuant to the Supply Agreement, the Foundry Agreement,
the Asset Purchase Agreement, the Transition Services Agreement and the
Intellectual Property Rights Licensing Agreement, and may amend, modify and
supplement such agreements from time to time, so long as the Company shall have
determined that any such amendment, modification or supplement will not have a
material adverse economic effect on the Company and its Subsidiaries, taken as a
whole, and (y) the Company and its Restricted Subsidiaries may only enter into
transactions pursuant to the Supply Agreement, the Foundry Agreement, the Asset
Purchase Agreement, the Transition Services Agreement and the Intellectual
Property Rights Licensing Agreement, and amend, modify and supplement such
agreements from time to time, in circumstances in which clause (x) is not
applicable, if a majority of the disinterested members of the Board of Directors
(of which there must be at least one) shall have approved such transaction,
amendment, modification or supplement; provided, further, that in the case of
both clauses (x) and (y), the Company shall deliver to the Trustee within 30
days of such transaction, amendment, modification or supplement an Officer's
Certificate (1) describing the transaction, amendment, modification or
supplement approved, (2) in the case of transactions, amendments, modifications
and supplements to which clause (x) is applicable, setting forth the
determination of the Company required pursuant to clause (x), and (3) in the
case of transactions, amendments, modifications and supplements to which clause
(y) is applicable, attaching a resolution of the Board of Directors certifying
that such Affiliate Transaction complies with this covenant.

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

(a)     any employment agreement or arrangement entered into by the
Company or any of its Restricted Subsidiaries or any employee benefit plan
available to employees of the Company and its Subsidiaries generally, in each
case in the ordinary course of business and consistent with the past practice of
the Company or such Restricted Subsidiary;

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

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

(d)     any Affiliate Transactions pursuant to which the Company makes
short-term advances or otherwise makes short-term loans to Anam Semiconductor,
Inc., which advances or loans are to be repaid by Anam Semiconductor, Inc. (i)
within three months from the date of such advance or loan and (ii) by offsets by
the Company of amounts payable by the Company to Anam Semiconductor, Inc.
pursuant to the Supply Agreements, if a majority of the disinterested members of
the Board of Directors (of which there must be at least one) shall have approved
such transaction, amendment, modification or supplement; provided that the total
amount of such advances and loans outstanding at any one time shall not exceed
$50.0 million; and

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

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

Section 4.12. Liens.

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

Section 4.13. Corporate Existence.

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

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Section 4.14. Offer to Repurchase Upon Change of Control.

(a)     Upon the occurrence of a Change of Control, the Company shall
make an offer (a "Change of Control Offer") to each Holder to repurchase all or
any part (equal to $1,000 or an integral multiple thereof) of each Holder's
Notes at a purchase price equal to 101% of the aggregate principal amount
thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any,
to the date of purchase (the "Change of Control Payment"). Within 30 days
following any Change of Control, the Company shall mail a notice to each Holder
stating: (i) that the Change of Control Offer is being made pursuant to this
Section 4.14 and that all Notes tendered will be accepted for payment, (ii) the
purchase price and the purchase date, which shall be no later than 30 business
days from the date such notice is mailed (the "Change of Control Payment Date"),
(iii) that any Note not tendered will continue to accrue interest, (iv) that,
unless the Company defaults in the payment of the Change of Control Payment, all
Notes accepted for payment pursuant to the Change of Control Offer shall cease
to accrue interest after the Change of Control Payment Date, (v) that Holders
electing to have any Notes purchased pursuant to a Change of Control Offer will
be required to surrender the Notes, with the form entitled "Option of Holder to
Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at
the address specified in the notice prior to the close of business on the third
Business Day preceding the Change of Control Payment Date, (vi) that Holders
will be entitled to withdraw their election if the Paying Agent receives, not
later than the close of business on the second Business Day preceding the Change
of Control Payment Date, a telegram, telex, facsimile transmission or letter
setting forth the name of the Holder, the principal amount of Notes delivered
for purchase, and a statement that such Holder is withdrawing his election to
have the Notes purchased, and (vii) that Holders whose Notes are being purchased
only in part will be issued new Notes equal in principal amount to the
unpurchased portion of the Notes surrendered, which unpurchased portion must be
equal to $1,000 in principal amount or an integral multiple thereof. The Company
shall comply with the requirements of Rule 14e-1 under the Exchange Act and any
other securities laws and regulations thereunder to the extent such laws and
regulations are applicable in connection with the repurchase of Notes in
connection with a Change of Control.

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

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

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Change of Control Offer made by the Company and purchases all Notes validly
tendered and not withdrawn under such Change of Control Offer.

Section 4.15. Amendment of Subordination Provisions..

Without the consent of the Holders of at least a majority in aggregate
principal amount of the Senior Notes then outstanding, the Company will not
amend, modify or alter the Senior Subordinated Notes Indenture in any way that
will (i) increase the rate of or change the time for payment of interest on any
Senior Subordinated Notes, (ii) increase the principal of, advance the final
maturity date of or shorten the Weighted Average Life to Maturity of any Senior
Subordinated Notes, (iii) alter the redemption provisions or the price or terms
at which the Company is required to offer to purchase any Senior Subordinated
Notes, or (iv) amend the provisions of Article 10 of the Senior Subordinated
Notes Indenture (which relate to subordination).

Section 4.16. Limitation on Issuances and Sales of Capital Stock of Wholly Owned
Subsidiaries.

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

Section 4.17. Payments for Consent.

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

Section 4.18. Additional Note Guarantees.

If the Company or any of its Restricted Subsidiaries shall acquire,
create or capitalize a Domestic Subsidiary after the date of this Indenture that
is a Significant Subsidiary, then that newly acquired, created or capitalized
Subsidiary shall execute and deliver a Note Guarantee in the form of a
Supplemental Indenture and deliver an Opinion of Counsel, in accordance with the
terms of this Indenture, to the Trustee within 10 Business Days of the date on
which it was acquired, created or capitalized. Each Note Guarantee shall be
subordinated to the prior payment in full of all Permitted 

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Bank Debt of that Guarantor, and senior in right of payment to any future
subordinated Indebtedness of such Guarantor. The form of such Note Guarantee is
attached as Exhibit E hereto.

Section 4.19. Designation of Restricted and Unrestricted Subsidiaries.

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

Section 4.20. Limitation on Sale and Leaseback Transactions.

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

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

ARTICLE 5
SUCCESSORS

Section 5.01. Merger, Consolidation, or Sale of Assets.

The Company shall not, directly or indirectly, consolidate or merge with
or into another Person (whether or not the Company is the surviving corporation)
or sell, assign, transfer, convey or otherwise dispose of all or substantially
all of its properties or assets, in one or more related transactions, to another
Person, unless (i) the Company is the surviving corporation or the Person formed
by or surviving any such consolidation or merger (if other than the Company) or
to which such sale, assignment, transfer, conveyance or other disposition shall
have been made is a corporation organized or existing under the laws of the
United States, any state thereof or the District of Columbia, (ii) the Person
formed by or surviving any such consolidation or merger (if other than the
Company) or the Person to which such sale, 

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assignment, transfer, conveyance or other disposition shall have been made
assumes all the obligations of the Company under the Registration Rights
Agreement, the Notes and this Indenture pursuant to a supplemental indenture in
a form reasonably satisfactory to the Trustee, (iii) immediately after such
transaction no Default or Event of Default exists, (iv) except in the case of
the amalgamation, consolidation or merger of the Company with or into a Wholly
Owned Restricted Subsidiary or with or into any Person solely for the purpose of
effecting a change in the state of incorporation of the Company, the Company or
the Person formed by or surviving any such consolidation or merger (if other
than the Company) shall, on the date of such transaction after giving pro forma
effect thereto and any related financing transactions as if the same had
occurred at the beginning of the applicable four-quarter period, be permitted to
incur at least $1.00 of additional Indebtedness pursuant to the Consolidated
Interest Expense Coverage Ratio test set forth in the first paragraph of Section
4.09 hereof, and (v) the Company shall have delivered to the Trustee an
Officer's Certificate stating that such consolidation, merger, sale, assignment,
transfer, conveyance or other disposition complies with this Indenture. In
addition, the Company shall not, directly or indirectly, lease all or
substantially all of its properties or assets, in one or more related
transactions, to any other Person. The provisions of this Section 5.01 shall not
be applicable to a sale, assignment, transfer, conveyance or other disposition
of assets by the Company to any of its Wholly Owned Restricted Subsidiaries.

Section 5.02. Successor Corporation Substituted.

Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of the Company in accordance with Section 5.01 hereof, the successor corporation
formed by such consolidation or into or with which the Company is merged or to
which such sale, assignment, transfer, lease, conveyance or other disposition is
made shall succeed to, and be substituted for (so that from and after the date
of such consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the "Company" shall refer instead to
the successor corporation and not to the Company), and may exercise every right
and power of the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; provided, however, that
the predecessor Company shall not be relieved from the obligation to pay the
principal of and interest on the Notes except in the case of a sale of all of
the Company's assets that meets the requirements of Section 5.01 hereof.

ARTICLE 6
DEFAULTS AND REMEDIES

Section 6.01. Events of Default.

An "Event of Default" occurs if:

(a)     the Company defaults in the payment when due of interest on, or
Liquidated Damages with respect to, the Notes and such default continues for a
period of 30 days;

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

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

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

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

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

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

(i)     commences a voluntary case,

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

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

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

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

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

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

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

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

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

Section 6.02. Acceleration.

If any Event of Default (other than an Event of Default specified in
clause (g) or (h) of Section 6.01 hereof with respect to the Company, any
Significant Subsidiary or any group of Significant Subsidiaries that, taken as a
whole, would constitute a Significant Subsidiary) occurs and is continuing, the
Trustee or the Holders of at least 25% in principal amount of the then
outstanding Notes may declare all the Notes to be due and payable immediately.
Upon any such declaration, the Notes shall become due and payable immediately.
Notwithstanding the foregoing, if an Event of Default specified in clause (g) or
(h) of Section 6.01 hereof occurs with respect to the Company, any of its
Significant Subsidiaries or any group of Subsidiaries that, taken as a whole,
would constitute a Significant Subsidiary, all outstanding Notes shall be due
and payable immediately without further action or notice. The Holders of a
majority in aggregate principal amount of the then outstanding Notes by written
notice to the Trustee may on behalf of all of the Holders rescind an
acceleration and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default (except nonpayment of
principal, interest or premium that has become due solely because of the
acceleration) have been cured or waived.

If any Event of Default occurs at any time by reason of any willful
action (or inaction) taken (or not taken) by or on behalf of the Company to
encourage or induce the Holders of the Notes to accelerate the Notes to be due
and payable immediately, then, upon acceleration of the Notes, a premium
equivalent to the premium that the Company would have had to pay if the Company
then had elected to redeem the Notes pursuant to Section 3.07 hereof shall also
become and be immediately due and payable, to the extent permitted by law,
anything in this Indenture or in the Notes to the contrary notwithstanding.

Section 6.03. Other Remedies.

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

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

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Section 6.04. Waiver of Past Defaults.

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

Section 6.05. Control by Majority.

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

Section 6.06. Limitation on Suits.

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

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

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

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

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

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

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

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

Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal, premium and Liquidated
Damages, if any, and interest on the Note, on or after the respective due dates
expressed in the Note (including in connection with an offer to purchase), 

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or to bring suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of such
Holder.

Section 6.08. Collection Suit by Trustee.

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

Section 6.09. Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other papers
or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property and shall
be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.07 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10. Priorities.

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

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

Second: to Holders of Notes for amounts due and unpaid on the
Notes for principal, premium and Liquidated Damages, if any, and
interest, ratably, without preference or priority of 

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any kind, according to the amounts due and payable on the Notes for
principal, premium and Liquidated Damages, if any and interest,
respectively; and

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

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

Section 6.11. Undertaking for Costs.

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

ARTICLE 7
TRUSTEE

Section 7.01. Duties of Trustee.

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

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

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

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

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

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

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

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

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

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

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

Section 7.02. Rights of Trustee.

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

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

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

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

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

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

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Section 7.03. Individual Rights of Trustee.

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

Section 7.04. Trustee's Disclaimer.

The Trustee shall not be responsible for and makes no representation as
to the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company's use of the proceeds from the Notes or any money
paid to the Company or upon the Company's direction under any provision of this
Indenture, it shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it shall not be
responsible for any statement or recital herein or any statement in the Notes or
any other document in connection with the sale of the Notes or pursuant to this
Indenture other than its certificate of authentication.

Section 7.05. Notice of Defaults.

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

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

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

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

Section 7.07. Compensation and Indemnity.

The Company shall pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder, as the
parties shall agree in writing from time to time. The Trustee's compensation
shall not be limited by any law on compensation of a trustee of an 

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express trust. The Company shall reimburse the Trustee promptly upon request for
all reasonable disbursements, advances and expenses incurred or made by it in
addition to the compensation for its services. Such expenses shall include the
reasonable compensation, disbursements and expenses of the Trustee's agents and
counsel.

The Company shall indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the
costs and expenses of enforcing this Indenture against the Company (including
this Section 7.07) and defending itself against any claim (whether asserted by
the Company or any Holder or any other person) or liability in connection with
the exercise or performance of any of its powers or duties hereunder, except to
the extent any such loss, liability or expense may be attributable to its
negligence or bad faith. The Trustee shall notify the Company promptly of any
claim for which it may seek indemnity. Failure by the Trustee to so notify the
Company shall not relieve the Company of its obligations hereunder. The Company
shall defend the claim and the Trustee shall cooperate in the defense. The
Trustee may have separate counsel and the Company shall pay the reasonable fees
and expenses of such counsel. The Company need not pay for any settlement made
without its consent, which consent shall not be unreasonably withheld.

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

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

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

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

Section 7.08. Replacement of Trustee.

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

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

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

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

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

(d)     the Trustee becomes incapable of acting.

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

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

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

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

Section 7.09. Successor Trustee by Merger, etc.

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

Section 7.10. Eligibility; Disqualification.

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

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

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Section 7.11. Preferential Collection of Claims Against Company.

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

ARTICLE 8
LEGAL DEFEASANCE AND COVENANT DEFEASANCE

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

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

Section 8.02. Legal Defeasance and Discharge.

Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from its obligations with respect to all outstanding Notes on the
date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, Legal Defeasance means that the Company shall be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes, which shall thereafter be deemed to be "outstanding" only for
the purposes of Section 8.05 hereof and the other Sections of this Indenture
referred to in (a) and (b) below, and to have satisfied all its other
obligations under such Notes and this Indenture (and the Trustee, on demand of
and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder: (a) the rights of Holders of
outstanding Notes to receive solely from the trust fund described in Section
8.04 hereof, and as more fully set forth in such Section, payments in respect of
the principal of, premium, if any, interest and Liquidated Damages, if any, on
such Notes when such payments are due, (b) the Company's obligations with
respect to such Notes under Article 2 and Section 4.02 hereof and under the
Registration Rights Agreement with respect to the registration of Notes, (c) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and the
Company's obligations in connection therewith and (d) this Article Eight.
Subject to compliance with this Article 8, the Company may exercise its option
under this Section 8.02 notwithstanding the prior exercise of its option under
Section 8.03 hereof.

Section 8.03. Covenant Defeasance.

Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be released from its
obligations under the covenants contained in Sections 4.07, 4.08, 4.09, 4.10,
4.11, 4.12, 4.14, 4.15, 4.16, 4.17, 4.18, 4.19 and 4.20 hereof and clause (iv)
of Section 5.01 hereof with respect to the outstanding Notes on and after the
date the conditions set forth in Section 8.04 are satisfied (hereinafter,
"Covenant Defeasance"), and the Notes shall thereafter be deemed not
"outstanding" for the purposes of any direction, waiver, consent or declaration
or act of Holders (and the consequences of any 

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thereof) in connection with such covenants, but shall continue to be deemed
"outstanding" for all other purposes hereunder (it being understood that such
Notes shall not be deemed outstanding for accounting purposes). For this
purpose, Covenant Defeasance means that, with respect to the outstanding Notes,
the Company may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such
covenant or by reason of any reference in any such covenant to any other
provision herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under Section 6.01 hereof, but,
except as specified above, the remainder of this Indenture and such Notes shall
be unaffected thereby. In addition, upon the Company's exercise under Section
8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, Sections
6.01(c) through 6.01(f) hereof shall not constitute Events of Default.

Section 8.04. Conditions to Legal or Covenant Defeasance.

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

In order to exercise either Legal Defeasance or Covenant Defeasance:

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

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

(c)     in the case of an election under Section 8.03 hereof, the
Company shall have delivered to the Trustee an Opinion of Counsel in the United
States reasonably acceptable to the Trustee confirming that the Holders of the
outstanding Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Covenant Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Covenant Defeasance had not occurred;

(d)     no Default or Event of Default shall have occurred and be
continuing on the date of such deposit (other than a Default or Event of Default
resulting from the incurrence of Indebtedness all or a portion of the proceeds
of which will be used to defease the Notes pursuant to this Article 8
concurrently 

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with such incurrence) or insofar as Sections 6.01(g) or 6.01(h) hereof is
concerned, at any time in the period ending on the 91st day after the date of
deposit;

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

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

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

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

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

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

Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium, if any, and interest, but
such money need not be segregated from other funds except to the extent required
by law.

The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.04 hereof or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

Anything in this Article 8 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon the request of the
Company any money or non-callable Government Securities held by it as provided
in Section 8.04 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
8.04(a) hereof), are in excess of the 

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amount thereof that would then be required to be deposited to effect an
equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06. Repayment to Company.

Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, premium, if any,
or interest on any Note and remaining unclaimed for two years after such
principal, and premium, if any, or interest has become due and payable shall be
paid to the Company on its request or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Note shall thereafter look
only to the Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in the New York
Times and The Wall Street Journal (national edition), notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such notification or publication, any
unclaimed balance of such money then remaining will be repaid to the Company.

Section 8.07. Reinstatement.

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

ARTICLE 9
AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01. Without Consent of Holders of Notes.

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

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

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

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

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

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

(f)     to provide for the issuance of Additional Notes in accordance
with the limitations set forth in this Indenture as of the date hereof; or

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

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

Section 9.02. With Consent of Holders of Notes.

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

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

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

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

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

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

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

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

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

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

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

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

Section 9.03. Compliance with Trust Indenture Act.

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

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Section 9.04. Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes effective, a consent to
it by a Holder of a Note is a continuing consent by the Holder of a Note and
every subsequent Holder of a Note or portion of a Note that evidences the same
debt as the consenting Holder's Note, even if notation of the consent is not
made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

Section 9.05. Notation on or Exchange of Notes.

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

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

Section 9.06. Trustee to Sign Amendments, etc.

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

ARTICLE 10
NOTE GUARANTEES

Section 10.01. Guarantee.

Subject to this Article 10, each of the Guarantors hereby, jointly and
severally, unconditionally guarantees to each Holder of a Note authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the Notes or
the obligations of the Company hereunder or thereunder, that: (a) the principal
of and interest on the Notes will be promptly paid in full when due, whether at
maturity, by acceleration, redemption or otherwise, and interest on the overdue
principal of and interest on the Notes, if any, if lawful, and all other
obligations of the Company to the Holders or the Trustee hereunder or thereunder
will be promptly paid in full or performed, all in accordance with the terms
hereof and thereof, and (b) in case of any extension of time of payment or
renewal of any Notes or any of such other obligations, that same will be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at 

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stated maturity, by acceleration or otherwise. Failing payment when due of any
amount so guaranteed or any performance so guaranteed for whatever reason, the
Guarantors shall be jointly and severally obligated to pay the same immediately.
Each Guarantor agrees that this is a guarantee of payment and not a guarantee of
collection.

The Guarantors hereby agree that their obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a guarantor. Each Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenant that this Note Guarantee shall not be discharged except by complete
performance of the obligations contained in the Notes and this Indenture.

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

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

Section 10.02. Limitation on Guarantor Liability.

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

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Section 10.03. Execution and Delivery of Note Guarantee.

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

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

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

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

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

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

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

(a)     subject to Section 10.05 hereof, the Person formed by or
surviving any such consolidation or merger (if other than a Guarantor or the
Company) unconditionally assumes all the obligations of such Guarantor, pursuant
to a supplemental indenture in form and substance reasonably satisfactory to the
Trustee, under the Notes, this Indenture and the Note Guarantee on the terms set
forth herein or therein; and

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

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

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Guarantees theretofore and thereafter issued in accordance with the terms of
this Indenture as though all of such Note Guarantees had been issued at the date
of the execution hereof.

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

Section 10.05. Releases Following Sale of Assets.

In the event of a sale or other disposition of all of the assets of any
Guarantor, by way of merger, consolidation or otherwise, or a sale or other
disposition of all to the capital stock of any Guarantor, in each case to a
Person that is not (either before or after giving effect to such transactions) a
Restricted Subsidiary of the Company, then such Guarantor (in the event of a
sale or other disposition, by way of merger, consolidation or otherwise, of all
of the capital stock of such Guarantor) or the corporation acquiring the
property (in the event of a sale or other disposition of all or substantially
all of the assets of such Guarantor) will be released and relieved of any
obligations under its Note Guarantee; provided that the Net Proceeds of such
sale or other disposition are applied in accordance with the applicable
provisions of this Indenture, including without limitation Section 4.10 hereof.
Upon delivery by the Company to the Trustee of an Officers' Certificate and an
Opinion of Counsel to the effect that such sale or other disposition was made by
the Company in accordance with the provisions of this Indenture, including
without limitation Section 4.10 hereof, the Trustee shall execute any documents
reasonably required in order to evidence the release of any Guarantor from its
obligations under its Note Guarantee.

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

ARTICLE 11
MISCELLANEOUS

Section 11.01. Trust Indenture Act Controls.

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

Section 11.02. Notices.

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

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If to the Company and/or any Guarantor:

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

With a copy to:

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

Attention: Larry Sonsini

If to the Trustee:

State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts  02110
Telecopier No.: (617) 664-5151
Attention:  Corporate Trust Administration
(Amkor Technology, Inc. 9 1/4% Senior Notes due 2006)

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

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

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

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

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

Section 11.03. Communication by Holders of Notes with Other Holders of Notes.

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

Section 11.04. Certificate and Opinion as to Conditions Precedent.

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

(a)     an Officers' Certificate in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 11.05 hereof) stating that, in the opinion of the signers, all
conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been satisfied; and

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

Section 11.05. Statements Required in Certificate or Opinion.

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

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

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

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

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

Section 11.06. Rules by Trustee and Agents.

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

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

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

Section 11.08. Governing Law.

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

Section 11.09. No Adverse Interpretation of Other Agreements.

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

Section 11.10. Successors.

All agreements of the Company in this Indenture and the Notes shall bind
its successors. All agreements of the Trustee in this Indenture shall bind its
successors. All agreements of each Guarantor in this Indenture shall bind its
successors, except as otherwise provided in Section 11.05.

Section 11.11. Severability.

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

Section 11.12. Counterpart Originals.

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

Section 11.13. Table of Contents, Headings, etc.

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

Section 11.14 Designated Senior Debt.

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The Notes shall be "Designated Senior Debt" for purposes of the
indenture governing the Company's Convertible Notes.

[Signatures on following page]

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SIGNATURES

Dated as of May 13, 1999

AMKOR TECHNOLOGY, INC.

By: /s/
-------------------------------------
Name:
Title:

Attest:

By: /s/
--------------------------------
Name:
Title:

STATE STREET BANK AND TRUST COMPANY

By: /s/
-------------------------------------
Name:
Title:

SIGNATURE PAGE TO SENIOR NOTES INDENTURE

82

EXHIBIT A

[Face of Note]
- --------------------------------------------------------------------------------

CUSIP 031652AB6(144A)

9 1/4% [Series A] [Series B] Senior Notes due 2006

No. ___                                                            $____________

AMKOR TECHNOLOGY, INC.

promises to pay to
--------------------------------------------------------------

or registered assigns,
----------------------------------------------------------

the principal sum of
-----------------------------------------------------------

Dollars on May 1, 2006.

Interest Payment Dates: May 1 and November 1

Record Dates: April 15 and October 15

Dated: May 13, 1999

AMKOR TECHNOLOGY, INC.

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

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

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

STATE STREET BANK AND TRUST COMPANY,
as Trustee

By:
-------------------------------------
Name:  Ruth A. Smith
Title: Vice President

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83

[Back of Note]
9 1/4% [Series A] [Series B] Senior Notes due 2006

[Insert the Global Note Legend, if applicable pursuant to the provisions of the
Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions
of the Indenture]

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

1.      INTEREST. Amkor Technology, Inc., a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Note at 9
1/4% per annum from May 13, 1999 until maturity and shall pay the Liquidated
Damages payable pursuant to Section 5 of the Registration Rights Agreement
referred to below. The Company will pay interest and Liquidated Damages
semi-annually in arrears on May 1 and November of each year, or if any such day
is not a Business Day, on the next succeeding Business Day (each an "Interest
Payment Date"). Interest on the Notes will accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from the date of
issuance; provided that if there is no existing Default in the payment of
interest, and if this Note is authenticated between a record date referred to on
the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided, further, that
the first Interest Payment Date shall be November 1, 1999. The Company shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at a rate that is 1% per annum in excess of the rate then in effect; it
shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Liquidated Damages
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful. Interest will be computed on the basis of a
360-day year of twelve 30-day months.

2.      METHOD OF PAYMENT. The Company will pay interest on the Notes
(except defaulted interest) and Liquidated Damages to the Persons who are
registered Holders of Notes at the close of business on the April 15 or October
15 next preceding the Interest Payment Date, even if such Notes are canceled
after such record date and on or before such Interest Payment Date, except as
provided in Section 2.12 of the Indenture with respect to defaulted interest.
The Notes will be payable as to principal, premium and Liquidated Damages, if
any, and interest at the office or agency of the Company maintained for such
purpose within or without the City and State of New York, or, at the option of
the Company, payment of interest and Liquidated Damages may be made by check
mailed to the Holders at their addresses set forth in the register of Holders,
and provided that payment by wire transfer of immediately available funds will
be required with respect to principal of and interest, premium and Liquidated
Damages on, all Global Notes and all other Notes the Holders of which shall have
provided wire transfer instructions to the Company or the Paying Agent. Such
payment shall be in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts.

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

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84

4.      INDENTURE. The Company issued the Notes under an Indenture dated
as of May 13, 1999 ("Indenture") between the Company and the Trustee. The terms
of the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.
Code Sections 77aaa-77bbbb). The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such
terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the indenture shall govern and be
controlling. The Notes are obligations of the Company limited to $525 million in
aggregate principal amount.

5.      OPTIONAL REDEMPTION.

(a)     Except as set forth in subparagraph (b) of this Paragraph 5, the
Company shall not have the option to redeem the Notes prior to May 1, 2003.
Thereafter, the Company shall have the option to redeem the Notes, in whole or
in part, upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest and Liquidated Damages thereon, if any, to the
applicable redemption date, if redeemed during the twelve-month period beginning
on May 1 of the years indicated below:

Year                                                  Percentage
----                                                  ----------

2003................................................      104.625%
2004................................................      102.313%
2005 and thereafter.................................      100.000%

(b)     Notwithstanding the provisions of subparagraph (a) of this
Paragraph 5, at any time prior to May 1, 2003, the Company may on any one or
more occasions redeem all or a part of the aggregate principal amount of Notes
originally issued under the Indenture at a redemption price equal to 100% of the
principal amount thereof, plus the Applicable Premium, if any, plus accrued and
unpaid interest to the redemption date.

6.      MANDATORY REDEMPTION.

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

7.      REPURCHASE AT OPTION OF HOLDER.

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

(b)     If the Company or a Subsidiary consummates any Asset Sales,
within five days of each date on which the aggregate amount of Excess Proceeds
exceeds $10 million, the Company shall commence an offer to all Holders of Notes
and all holders of other Indebtedness that is pari passu with the Notes
containing provisions similar to Section 4.10 of the Indenture (as "Asset Sale
Offer") pursuant to Section 3.09 of the Indenture to purchase the maximum
principal amount of Notes (including any 

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Additional Notes) and such pari passu Indebtedness that may be purchased out of
the Excess Proceeds at an offer price in cash in an amount equal to 100% of the
principal amount thereof plus accrued and unpaid interest and Liquidated Damages
thereon, if any, to the date fixed for the closing of such offer, in accordance
with the procedures set forth in the Indenture. To the extent that the aggregate
amount of Notes (including any Additional Notes) and such pari passu
Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess
Proceeds, the Company (or such Subsidiary) may use such deficiency for any
purpose not otherwise prohibited by the Indenture. If the aggregate principal
amount of Notes surrendered by Holders thereof plus the amount of any pari passu
Indebtedness surrendered by the holders thereof exceeds the amount of Excess
Proceeds, the Trustee shall select the Notes to be purchased on a pro rata
basis. Holders of Notes that are the subject of an offer to purchase will
receive an Asset Sale Offer from the Company prior to any related purchase date
and may elect to have such Notes purchased by completing the form entitled
"Option of Holder to Elect Purchase" on the reverse of the Notes.

8.      NOTICE OF REDEMPTION. Notice of redemption will be mailed at
least 30 days but not more than 60 days before the redemption date to each
Holder whose Notes are to be redeemed at its registered address. Notes in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed. On and after the redemption date interest ceases to accrue on Notes or
portions thereof called for redemption.

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

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

11.     AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions,
the Indenture, the Note Guarantees or the Notes may be amended or supplemented
with the consent of the Holders of at least a majority in principal amount of
the then outstanding Notes and Additional Notes, if any, voting as a single
class, and any existing default or compliance with any provision of the
Indenture, the Note Guarantees or the Notes may be waived with the consent of
the Holders of a majority in principal amount of the then outstanding Notes and
Additional Notes, if any, voting as a single class. Without the consent of any
Holder of a Note, the Indenture, the Note Guarantees or the Notes may be amended
or supplemented to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Notes in addition to or in place of certificated Notes, to
provide for the assumption of the Company's or Guarantor's obligations to
Holders of the Notes in case of a merger or consolidation, to make any change
that would provide any additional rights or benefits to the Holders of the Notes
or that does not adversely affect the legal rights under the Indenture of any
such Holder, to comply with the requirements of the SEC in order to effect or
maintain the qualification of the Indenture under the Trust Indenture Act, to
provide for the Issuance of Additional Notes in accordance with the limitations
set forth in the Indenture, 

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or to allow any Guarantor to execute a supplemental indenture to the Indenture
and/or a Note Guarantee with respect to the Notes.

12.     DEFAULTS AND REMEDIES. Events of Default include: (i) default
for 30 days in the payment when due of interest or Liquidated Damages on the
Notes; (ii) default in payment when due of principal of or premium, if any, on
the Notes when the same becomes due and payable at maturity, upon redemption
(including in connection with an offer to purchase) or otherwise, (iii) failure
by the Company to comply with Section 4.10 or 4.14 of the Indenture; (iv)
failure by the Company for 60 days after notice to the Company by the Trustee or
the Holders of at least 25% in principal amount of the Notes (including
Additional Notes, if any) then outstanding voting as a single class to comply
with certain other agreements in the Indenture or the Notes; (v) default under
certain other agreements relating to Indebtedness of the Company which default
is caused by a failure to pay principal of such Indebtedness at the express
maturity thereof or results in the acceleration of such Indebtedness prior to
its express maturity; (vi) certain final judgments for the payment of money that
remain undischarged for a period of 60 days; and (vii) certain events of
bankruptcy or insolvency with respect to the Company or any of its Material
Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or
the Holders of at least 25% in principal amount of the then outstanding Notes
may declare all the Notes to be due and payable. Notwithstanding the foregoing,
in the case of an Event of Default arising from certain events of bankruptcy or
insolvency, all outstanding Notes will become due and payable without further
action or notice. Holders may not enforce the Indenture or the Notes except as
provided in the Indenture. Subject to certain limitations, Holders of a majority
in principal amount of the then outstanding Notes may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders of the
Notes notice of any continuing Default or Event of Default (except a Default or
Event of Default relating to the payment of principal or interest) if it
determines that withholding notice is in their interest. The Holders of a
majority in aggregate principal amount of the Notes then outstanding by notice
to the Trustee may on behalf of the Holders of all of the Notes waive any
existing Default or Event of Default and its consequences under the Indenture
except a continuing Default or Event of Default in the payment of interest on,
or the principal of, the Notes. The Company is required to deliver to the
Trustee annually a statement regarding compliance with the Indenture, and the
Company is required upon becoming aware of any Default or Event of Default, to
deliver to the Trustee a statement specifying such Default or Event of Default.

13.     DESIGNATED SENIOR DEBT. This Note shall be "Designated Senior
Debt" for purposes of the indenture governing the Company's Convertible Notes.

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

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

16.     NO RECOURSE AGAINST OTHERS. A director, officer, employee,
incorporator or stockholder, of the Company, as such, shall not have any
liability for any obligations of the Company under the Notes or the Indenture or
for any claim based on, in respect of, or by reason of, such 

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obligations or their creation. Each Holder by accepting a Note waives and
releases all such liability. The waiver and release are part of the
consideration for the issuance of the Notes.

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

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

19.     ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Senior Notes
Registration Rights Agreement dated as of May 13, 1999, between the Company and
the parties named on the signature pages thereof (the "Registration Rights
Agreement").

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

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

Amkor Technology, Inc.
1345 Enterprise Drive
West Chester, Pennsylvania  19380
Attention: Secretary

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ASSIGNMENT FORM

To assign this Note, fill in the form below:

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

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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

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

Date:_______________________

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

Signature Guarantee*:____________________________

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

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OPTION OF HOLDER TO ELECT PURCHASE

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

[ ] Section 4.10 [ ] Section 4.14

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

$______________________

Date:_____________________

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

Tax Identification No.:___________________________

Signature Guarantee*:___________________

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

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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:

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

* This schedule should be included only if the Note is issued in global form.

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EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

Amkor Technology, Inc.
1345 Enterprise Drive
West Chester, Pennsylvania  19380
Attention: Secretary

State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts  02110
Attention:  Corporate Trust Administration
(Amkor Technology, Inc. 9 1/4% Senior
Notes due 2006)

Re: 9 1/4% Senior Notes due 2006

Reference is hereby made to the Indenture, dated as of May 13, 1999 (the
"Indenture"), between Amkor Technology, Inc., as issuer (the "Company"), and
State Street Bank and Trust Company, as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.

___________________, (the "Transferor") owns and proposes to transfer
the Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $___________ in such Note[s] or interests (the "Transfer"),
to ___________________________ (the "Transferee"), as further specified in Annex
A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer
is being effected pursuant to and in accordance with Rule 144A under the United
States Securities Act of 1933, as amended (the "Securities Act"), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the 144A Global Note and/or the Definitive Note and
in the Indenture and the Securities Act.

2. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN A DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being effected
pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act
and, accordingly, the Transferor hereby further certifies that (i) the Transfer
is not being made to a person in the United States and (x) at the time the buy
order was originated, the Transferee was outside the United States or such
Transferor and any Person acting on its behalf reasonably believed and believes
that the Transferee was outside the United States or (y) the 

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transaction was executed in, on or through the facilities of a designated
offshore securities market and neither such Transferor nor any Person acting on
its behalf knows that the transaction was prearranged with a buyer in the United
States, (ii) no directed selling efforts have been made in contravention of the
requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities
Act, and (iii) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act. Upon consummation of the
proposed transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will be subject to the restrictions on
Transfer enumerated in the Private Placement Legend printed on the Definitive
Note and in the Indenture and the Securities Act.

3. [ ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A
BENEFICIAL INTEREST IN A DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE
SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being
effected in compliance with the transfer restrictions applicable to beneficial
interests in Restricted Global Notes and Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act and any applicable blue
sky securities laws of any state of the United States, and accordingly the
Transferor hereby further certifies that (check one):

(a) [ ] such Transfer is being effected pursuant to and in
accordance with Rule 144 under the Securities Act;

or

(b) [ ] such Transfer is being effected to the Company or a
subsidiary thereof;

or

(c) [ ] such Transfer is being effected pursuant to an effective
registration statement under the Securities Act and in compliance with
the prospectus delivery requirements of the Securities Act;

or

(d) [ ] such Transfer is being effected to an Institutional
Accredited Investor and pursuant to an exemption from the registration
requirements of the Securities Act other than Rule 144A, Rule 144 or
Rule 904, and the Transferor hereby further certifies that it has not
engaged in any general solicitation within the meaning of Regulation D
under the Securities Act and the Transfer complies with the transfer
restrictions applicable to beneficial interests in a Restricted Global
Note or Restricted Definitive Notes and the requirements of the
exemption claimed, which certification is supported by (1) a certificate
executed by the Transferee in the form of Exhibit D to the Indenture and
(2) an Opinion of Counsel provided by the Transferor or the Transferee
(a copy of which the Transferor has attached to this certification), to
the effect that such Transfer is in compliance with the Securities Act.
Upon consummation of the proposed transfer in accordance with the terms
of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Definitive Notes and in the
Indenture and the Securities Act.

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93

4. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

(a) [ ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The
Transfer is being effected pursuant to and in accordance with Rule 144
under the Securities Act and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky
securities laws of any state of the United States and (ii) the
restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend
printed on the Restricted Global Notes, on Restricted Definitive Notes
and in the Indenture.

(b) [ ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The
Transfer is being effected pursuant to and in accordance with Rule 903
or Rule 904 under the Securities Act and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky
securities laws of any state of the United States and (ii) the
restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend
printed on the Restricted Global Notes, on Restricted Definitive Notes
and in the Indenture.

(c) [ ] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i)
The Transfer is being effected pursuant to and in compliance with an
exemption from the registration requirements of the Securities Act other
than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky
securities laws of any State of the United States and (ii) the
restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will not be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the
Restricted Global Notes or Restricted Definitive Notes and in the
Indenture.

This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

----------------------------------------
[Insert Name of Transferor]

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

Dated:
--------------------------

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94

ANNEX A TO CERTIFICATE OF TRANSFER

1.      The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(a)     [ ]     a beneficial interest in the 144A Global Note (CUSIP
031652AB6(144A)), or

(b)     [ ]     a Restricted Definitive Note.

2.      After the Transfer the Transferee will hold:

[CHECK ONE]

(a)     [ ]     a beneficial interest in the:

(i)     [ ] 144A Global Note (CUSIP 031652AB6(144A)), or

(ii)    [ ] Unrestricted Global Note (CUSIP
_________________), or

(b)     [ ]     a Restricted Definitive Note; or

(c)     [ ]     an Unrestricted Definitive Note,

in accordance with the terms of the Indenture.

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95

EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

Amkor Technology, Inc.
1345 Enterprise Drive
West Chester, Pennsylvania  19380
Attention: Secretary

State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts  02110
Attention:  Corporate Trust Administration
(Amkor Technology, Inc. 9 1/4% Senior
Notes due 2006)

Re: 9 1/4% Senior Notes due 2006

(CUSIP 031652AB6(144A))

Reference is hereby made to the Indenture, dated as of May 13, 1999 (the
"Indenture"), between Amkor Technology, Inc., as issuer (the "Company"), and
State Street Bank and Trust Company, as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.

__________________________, (the "Owner") owns and proposes to exchange
the Note[s] or interest in such Note[s] specified herein, in the principal
amount of $____________ in such Note[s] or interests (the "Exchange"). In
connection with the Exchange, the Owner hereby certifies that:

1.      EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN AN UNRESTRICTED GLOBAL NOTE

(a)     [ ]     CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In
connection with the Exchange of the Owner's beneficial interest in a Restricted
Global Note for a beneficial interest in an Unrestricted Global Note in an equal
principal amount, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner's own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to the
Global Notes and pursuant to and in accordance with the United States Securities
Act of 1933, as amended (the "Securities Act"), (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
beneficial interest in an Unrestricted Global Note is being acquired in
compliance with any applicable blue sky securities laws of any state of the
United States.

(b)     [ ]     CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for an
Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the 

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96

EXHIBIT C

Securities Act and (iv) the Definitive Note is being acquired in compliance with
any applicable blue sky securities laws of any state of the United States.

(c)     [ ]     CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the
Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an
Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

(d)     [ ]     CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

2.      EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN RESTRICTED GLOBAL NOTES

(a)     [ ]     CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for a
Restricted Definitive Note with an equal principal amount, the Owner hereby
certifies that the Restricted Definitive Note is being acquired for the Owner's
own account without transfer. Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the Restricted Definitive Note
issued will continue to be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Restricted Definitive Note and in
the Indenture and the Securities Act.

(b)     [ ]     CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange
of the Owner's Restricted Definitive Note for a beneficial interest in the 144A
Global Note with an equal principal amount, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner's own account without
transfer and (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Restricted Global Notes and pursuant to
and in accordance with the Securities Act, and in compliance with any applicable
blue sky securities laws of any state of the United States. Upon consummation of
the proposed Exchange in accordance with the terms of the Indenture, the
beneficial interest issued will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the relevant Restricted
Global Note and in the Indenture and the Securities Act.

This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

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EXHIBIT C

----------------------------------------
[Insert Name of Transferor]

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

Dated:
-------------------------

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98

EXHIBIT D

FORM OF CERTIFICATE FROM
ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Amkor Technology, Inc.
1345 Enterprise Drive
West Chester, Pennsylvania  19380
Attention: Secretary

State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts  02110
Attention:  Corporate Trust Administration
(Amkor Technology, Inc. 9 1/4% Senior
Notes due 2006)

Re: 9 1/4% Senior Notes due 2006

Reference is hereby made to the Indenture, dated as of May 13, 1999 (the
"Indenture"), between Amkor Technology, Inc., as issuer (the "Company"), and
State Street Bank and Trust Company, as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.

In connection with our proposed purchase of $____________ aggregate
principal amount of:

(a)     [ ]     a beneficial interest in a Global Note, or

(b)     [ ]     a Definitive Note,

we confirm that:

1.      We understand that any subsequent transfer of the Notes or any
interest therein is subject to certain restrictions and conditions set forth in
the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Notes or any interest therein except in
compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the "Securities Act").

2.      We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Company or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (C) to an institutional "accredited investor" (as
defined below) that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to you and to the Company a signed letter
substantially in the form of this letter and an Opinion of Counsel in form
reasonably acceptable to the Company to the effect that such transfer is in
compliance with the Securities Act, (D) outside the United States in accordance
with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the
provisions of Rule 144(k) under the Securities Act or (F) pursuant to an
effective registration statement under the Securities Act, and we further agree
to provide to any person purchasing the Definitive Note or beneficial interest
in a Global Note from us in a 

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99

transaction meeting the requirements of clauses (A) through (E) of this
paragraph a notice advising such purchaser that resales thereof are restricted
as stated herein.

3.      We understand that, on any proposed resale of the Notes or
beneficial interest therein, we will be required to furnish to you and the
Company such certifications, legal opinions and other information as you and the
Company may reasonably require to confirm that the proposed sale complies with
the foregoing restrictions. We further understand that the Notes purchased by us
will bear a legend to the foregoing effect.

4.      We are an institutional "accredited investor" (as defined in
Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and
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 Notes, and
we and any accounts for which we are acting are each able to bear the economic
risk of our or its investment.

5.      We are acquiring the Notes or beneficial interest therein
purchased by us for our own account or for one or more accounts (each of which
is an institutional "accredited investor") as to each of which we exercise sole
investment discretion.

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

----------------------------------------
[Insert Name of Accredited Investor]

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

D-2

100

EXHIBIT E

FORM OF NOTATION OF GUARANTEE

For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture dated as of May 13, 1999 (the "Indenture") among
Amkor Technology, Inc., the Guarantors listed on Schedule I thereto from time to
time, and State Street Bank and Trust Company, as trustee (the "Trustee"), (a)
the due and punctual payment of the principal of, premium, if any, and interest
on the Notes (as defined in the Indenture), whether at maturity, by
acceleration, redemption or otherwise, the due and punctual payment of interest
on overdue principal and premium, and, to the extent permitted by law, interest,
and the due and punctual performance of all other obligations of the Company to
the Holders or the Trustee all in accordance with the terms of the Indenture and
(b) in case of any extension of time of payment or renewal of any Notes or any
of such other obligations, that the same will be promptly paid in full when due
or performed in accordance with the terms of the extension or renewal, whether
at stated maturity, by acceleration or otherwise. The obligations of the
Guarantors to the Holders of Notes and to the Trustee pursuant to the Note
Guarantee and the Indenture are expressly set forth in Article 10 of the
Indenture and reference is hereby made to the Indenture for the precise terms of
the Note Guarantee. Each Holder of a Note, by accepting the same, (a) agrees to
and shall be bound by such provisions, (b) authorizes and directs the Trustee,
on behalf of such Holder, to take such action as may be necessary or appropriate
to effectuate the subordination as provided in the Indenture and (c) appoints
the Trustee attorney-in-fact of such Holder for such purpose; provided, however,
that the Indebtedness evidenced by this Note Guarantee shall cease to be so
subordinated and subject in right of payment upon any defeasance of this Note in
accordance with the provisions of the Indenture.

[NAME OF GUARANTOR(S)]

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

E-1

101

FORM OF SUPPLEMENTAL INDENTURE
TO BE DELIVERED BY SUBSEQUENT GUARANTORS

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

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "Indenture"), dated as of May 13, 1999, providing for
the issuance of an aggregate principal amount of up to $425,000,000 of 9 1/4%
Senior Notes due 2006 (the "Notes");

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

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

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

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

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

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

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

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

F-1

102

EXHIBIT F

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

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

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

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

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

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

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

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

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

F-2

103

EXHIBIT F

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

(a)     The Guaranteeing Subsidiary may not consolidate with or merge
with or into (whether or not such Guarantor is the surviving Person) another
corporation, Person or entity whether or not affiliated with such Guarantor
unless:

(i)     subject to Sections 10.04 and 10.05 of the Indenture,
the Person formed by or surviving any such consolidation or merger (if
other than a Guarantor or the Company) unconditionally assumes all the
obligations of such Guarantor, pursuant to a supplemental indenture in
form and substance reasonably satisfactory to the Trustee, under the
Notes, the Indenture and the Note Guarantee on the terms set forth
herein or therein; and

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

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

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

5.      RELEASES.

(a)     In the event of a sale or other disposition of all of the assets
of any Guarantor, by way of merger, consolidation or otherwise, or a sale or
other disposition of all to the capital stock of any Guarantor, in each case to
a Person that is not (either before or after giving effect to such transaction)
a Restricted Subsidiary of the Company, then such Guarantor (in the event of a
sale or other disposition, by way of merger, consolidation or otherwise, of all
of the capital stock of such Guarantor) or the corporation acquiring the
property (in the event of a sale or other disposition of all or substantially
all of the assets of such Guarantor) will be released and relieved of any
obligations under its Note Guarantee; provided that the Net Proceeds of such
sale or other disposition are applied in accordance with the applicable
provisions of the Indenture, including without limitation Section 4.10 of the
Indenture. Upon delivery by the Company to the Trustee of an Officers'
Certificate and an Opinion of Counsel to the effect that such sale or other
disposition was made by the Company in accordance with the provisions of the
Indenture, including without limitation Section 4.10 of the Indenture, the
Trustee shall execute any documents reasonably required in order to evidence the
release of any Guarantor from its obligations under its Note Guarantee.

F-3

104

EXHIBIT F

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

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

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

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

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

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

F-4

105

EXHIBIT F

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

Dated:  _______________, ____

[GUARANTEEING SUBSIDIARY]

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

[COMPANY]

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

[EXISTING GUARANTORS]

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

STATE STREET BANK AND TRUST COMPANY,
as Trustee

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

F-5

106

EXHIBIT F

SCHEDULE I
SCHEDULE OF GUARANTORS

The following schedule lists each Guarantor under the Indenture as of
the date of issuance of the Notes:

None.

A-1

107

CUSIP 031652AB6(144A)

9 1/4% Series A Senior Notes due 2006

No. G-1 $200,000,000

AMKOR TECHNOLOGY, INC.

promises to pay to               **CEDE & CO.**

or registered assigns, the principal sum of Two Hundred Million Dollars
($200,000,000)

on May 1, 2006.

Interest Payment Dates: May 1 and November 1

Record Dates: April 15 and October 15

Dated: May 13, 1999

AMKOR TECHNOLOGY, INC.

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

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

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

STATE STREET BANK AND TRUST COMPANY,
as Trustee

By:
--------------------------------
Name:  Ruth A. Smith
Title: Vice President

A-2

108

9 1/4% Series A Senior Notes due 2006

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") AND THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED
OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
OR IN ACCORDANCE WITH AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT (SUBJECT TO THE DELIVERY OF SUCH EVIDENCE, IF ANY,
REQUIRED UNDER THE INDENTURE PURSUANT TO WHICH THIS NOTE IS ISSUED) AND IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER JURISDICTION. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS
HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE
PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER
OR ANOTHER EXEMPTION UNDER THE SECURITIES ACT. THE HOLDER OF THE SECURITY
EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY
MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1)(A) TO A PERSON WHO THE
SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A, (B) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE
SECURITIES ACT, (C) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT OR (D)
IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO
REQUESTS), AS LONG AS THE REGISTRAR RECEIVES A CERTIFICATION OF THE TRANSFEROR
AND AN OPINION OF COUNSEL THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT, (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE JURISDICTION AND
(B) THE HOLDER WILL AND EACH SUBSEQUENT HOLDER IS REQUIRED TO NOTIFY ANY
PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTION SET
FORTH IN (A) ABOVE.

9 1/4% Series A Senior Notes due 2006

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

F-6

109

1.      INTEREST. Amkor Technology, Inc., a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Note at 9
1/4% per annum from May 13, 1999 until maturity and shall pay the Liquidated
Damages payable pursuant to Section 5 of the Registration Rights Agreement
referred to below. The Company will pay interest and Liquidated Damages
semi-annually in arrears on May 1 and November 1 of each year, or if any such
day is not a Business Day, on the next succeeding Business Day (each an
"Interest Payment Date"). Interest on the Notes will accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from the
date of issuance; provided that if there is no existing Default in the payment
of interest, and if this Note is authenticated between a record date referred to
on the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided, further, that
the first Interest Payment Date shall be November 1, 1999. The Company shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at a rate that is 1% per annum in excess of the rate then in effect; it
shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Liquidated Damages
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful. Interest will be computed on the basis of a
360-day year of twelve 30-day months.

2.      METHOD OF PAYMENT. The Company will pay interest on the Notes
(except defaulted interest) and Liquidated Damages to the Persons who are
registered Holders of Notes at the close of business on the April 15 or October
15 next preceding the Interest Payment Date, even if such Notes are canceled
after such record date and on or before such Interest Payment Date, except as
provided in Section 2.12 of the Indenture with respect to defaulted interest.
The Notes will be payable as to principal, premium and Liquidated Damages, if
any, and interest at the office or agency of the Company maintained for such
purpose within or without the City and State of New York, or, at the option of
the Company, payment of interest and Liquidated Damages may be made by check
mailed to the Holders at their addresses set forth in the register of Holders,
and provided that payment by wire transfer of immediately available funds will
be required with respect to principal of and interest, premium and Liquidated
Damages on, all Global Notes and all other Notes the Holders of which shall have
provided wire transfer instructions to the Company or the Paying Agent. Such
payment shall be in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts.

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

4.      INDENTURE. The Company issued the Notes under an Indenture dated
as of May 13, 1999 ("Indenture") between the Company and the Trustee. The terms
of the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.
Code Sections 77aaa-77bbbb). The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such
terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the indenture shall govern and be
controlling. The Notes are obligations of the Company limited to $525 million in
aggregate principal amount.

110

5.      OPTIONAL REDEMPTION.

(a)     Except as set forth in subparagraph (b) of this Paragraph 5, the
Company shall not have the option to redeem the Notes prior to May 1, 2003.
Thereafter, the Company shall have the option to redeem the Notes, in whole or
in part, upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest and Liquidated Damages thereon, if any, to the
applicable redemption date, if redeemed during the twelve-month period beginning
on May 1 of the years indicated below:

Year                                                    Percentage
----                                                    ----------

2003...............................................      104.625%
2004...............................................      102.313%
2005 and thereafter................................      100.000%

(b)     Notwithstanding the provisions of subparagraph (a) of this
Paragraph 5, at any time prior to May 1, 2003, the Company may on any one or
more occasions redeem all or a part of the aggregate principal amount of Notes
originally issued under the Indenture at a redemption price equal to 100% of the
principal amount thereof, plus the Applicable Premium, if any, plus accrued and
unpaid interest to the redemption date.

6.      MANDATORY REDEMPTION.

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

7.      REPURCHASE AT OPTION OF HOLDER.

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

(b)     If the Company or a Subsidiary consummates any Asset Sales,
within five days of each date on which the aggregate amount of Excess Proceeds
exceeds $10 million, the Company shall commence an offer to all Holders of Notes
and all holders of other Indebtedness that is pari passu with the Notes
containing provisions similar to Section 4.10 of the Indenture (as "Asset Sale
Offer") pursuant to Section 3.09 of the Indenture to purchase the maximum
principal amount of Notes (including any Additional Notes) and such pari passu
Indebtedness that may be purchased out of the Excess Proceeds at an offer price
in cash in an amount equal to 100% of the principal amount thereof plus accrued
and unpaid interest and Liquidated Damages thereon, if any, to the date fixed
for the closing of such offer, in accordance with the procedures set forth in
the Indenture. To the extent that the aggregate amount of Notes (including any
Additional Notes) and such pari passu Indebtedness tendered pursuant to an Asset
Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary)
may use such deficiency for any purpose not otherwise prohibited by the
Indenture. If the aggregate principal amount of Notes surrendered by Holders
thereof plus the amount of any pari passu Indebtedness surrendered by the
holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select
the Notes to be 

111

purchased on a pro rata basis. Holders of Notes that are the subject of an offer
to purchase will receive an Asset Sale Offer from the Company prior to any
related purchase date and may elect to have such Notes purchased by completing
the form entitled "Option of Holder to Elect Purchase" on the reverse of the
Notes.

8.      NOTICE OF REDEMPTION. Notice of redemption will be mailed at
least 30 days but not more than 60 days before the redemption date to each
Holder whose Notes are to be redeemed at its registered address. Notes in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed. On and after the redemption date interest ceases to accrue on Notes or
portions thereof called for redemption.

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

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

11.     AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions,
the Indenture, the Note Guarantees or the Notes may be amended or supplemented
with the consent of the Holders of at least a majority in principal amount of
the then outstanding Notes and Additional Notes, if any, voting as a single
class, and any existing default or compliance with any provision of the
Indenture, the Note Guarantees or the Notes may be waived with the consent of
the Holders of a majority in principal amount of the then outstanding Notes and
Additional Notes, if any, voting as a single class. Without the consent of any
Holder of a Note, the Indenture, the Note Guarantees or the Notes may be amended
or supplemented to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Notes in addition to or in place of certificated Notes, to
provide for the assumption of the Company's or Guarantor's obligations to
Holders of the Notes in case of a merger or consolidation, to make any change
that would provide any additional rights or benefits to the Holders of the Notes
or that does not adversely affect the legal rights under the Indenture of any
such Holder, to comply with the requirements of the SEC in order to effect or
maintain the qualification of the Indenture under the Trust Indenture Act, to
provide for the Issuance of Additional Notes in accordance with the limitations
set forth in the Indenture, or to allow any Guarantor to execute a supplemental
indenture to the Indenture and/or a Note Guarantee with respect to the Notes.

12.     DEFAULTS AND REMEDIES. Events of Default include: (i) default
for 30 days in the payment when due of interest or Liquidated Damages on the
Notes; (ii) default in payment when due of principal of or premium, if any, on
the Notes when the same becomes due and payable at maturity, upon redemption
(including in connection with an offer to purchase) or otherwise, (iii) failure
by the Company to comply with Section 4.10 or 4.14 of the Indenture; (iv)
failure by the Company for 60 days after notice to the Company by the Trustee or
the Holders of at least 25% in principal amount of the Notes (including

112

Additional Notes, if any) then outstanding voting as a single class to comply
with certain other agreements in the Indenture or the Notes; (v) default under
certain other agreements relating to Indebtedness of the Company which default
is caused by a failure to pay principal of such Indebtedness at the express
maturity thereof or results in the acceleration of such Indebtedness prior to
its express maturity; (vi) certain final judgments for the payment of money that
remain undischarged for a period of 60 days; and (vii) certain events of
bankruptcy or insolvency with respect to the Company or any of its Material
Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or
the Holders of at least 25% in principal amount of the then outstanding Notes
may declare all the Notes to be due and payable. Notwithstanding the foregoing,
in the case of an Event of Default arising from certain events of bankruptcy or
insolvency, all outstanding Notes will become due and payable without further
action or notice. Holders may not enforce the Indenture or the Notes except as
provided in the Indenture. Subject to certain limitations, Holders of a majority
in principal amount of the then outstanding Notes may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders of the
Notes notice of any continuing Default or Event of Default (except a Default or
Event of Default relating to the payment of principal or interest) if it
determines that withholding notice is in their interest. The Holders of a
majority in aggregate principal amount of the Notes then outstanding by notice
to the Trustee may on behalf of the Holders of all of the Notes waive any
existing Default or Event of Default and its consequences under the Indenture
except a continuing Default or Event of Default in the payment of interest on,
or the principal of, the Notes. The Company is required to deliver to the
Trustee annually a statement regarding compliance with the Indenture, and the
Company is required upon becoming aware of any Default or Event of Default, to
deliver to the Trustee a statement specifying such Default or Event of Default.

13.     DESIGNATED SENIOR DEBT. This Note shall be "Designated Senior
Debt" for purposes of the indenture governing the Company's Convertible Notes.

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

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

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

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

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

113

19.     ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Senior Notes
Registration Rights Agreement dated as of May 13, 1999, between the Company and
the parties named on the signature pages thereof (the "Registration Rights
Agreement").

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

114

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

Amkor Technology, Inc.
1345 Enterprise Drive
West Chester, Pennsylvania  19380
Attention: Secretary

115

ASSIGNMENT FORM

To assign this Note, fill in the form below:

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

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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

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

Date:_________________________

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

Signature Guarantee*:____________________

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

116

OPTION OF HOLDER TO ELECT PURCHASE

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

[ ] Section 4.10 [ ] Section 4.14

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

$___________________

Date:_________________________

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

Tax Identification No.:________________________________

Signature Guarantee*:____________________

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

117

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

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

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

1

EXHIBIT 4.2

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

AMKOR TECHNOLOGY, INC.

SERIES A AND SERIES B

10 1/2% SENIOR SUBORDINATED NOTES DUE 2009

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

INDENTURE

Dated as of May 13, 1999

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

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

STATE STREET BANK AND TRUST COMPANY

Trustee

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

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

2

TABLE OF CONTENTS

Page
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ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01   Definitions...................................................................1
Section 1.02   Other Definitions............................................................19
Section 1.03   Incorporation by Reference of Trust Indenture Act............................19
Section 1.04   Rules of Construction........................................................20

ARTICLE 2
THE NOTES

Section 2.01   Form and Dating..............................................................20
Section 2.02   Execution and Authentication.................................................21
Section 2.03   Registrar and Paying Agent...................................................21
Section 2.04   Paying Agent to Hold Money in Trust..........................................22
Section 2.05   Holder Lists.................................................................22
Section 2.06   Transfer and Exchange........................................................22
Section 2.07   Replacement Notes............................................................33
Section 2.08   Outstanding Notes............................................................33
Section 2.09   Treasury Notes...............................................................34
Section 2.10   Temporary Notes..............................................................34
Section 2.11   Cancellation.................................................................34
Section 2.12   Defaulted Interest...........................................................34

ARTICLE 3
REDEMPTION AND PREPAYMENT

Section 3.01   Notices to Trustee...........................................................35
Section 3.02   Selection of Notes to Be Redeemed............................................35
Section 3.03   Notice of Redemption.........................................................35
Section 3.04   Effect of Notice of Redemption...............................................36
Section 3.05   Deposit of Redemption Price..................................................36
Section 3.06   Notes Redeemed in Part.......................................................36
Section 3.07   Optional Redemption..........................................................37
Section 3.08   Mandatory Redemption.........................................................37
Section 3.09   Offer to Purchase by Application of Excess Proceeds..........................37

ARTICLE 4
COVENANTS

Section 4.01   Payment of Notes.............................................................39
Section 4.02   Maintenance of Office or Agency..............................................39
Section 4.03   Reports......................................................................40
Section 4.04   Compliance Certificate.......................................................40
Section 4.05   Taxes........................................................................41
Section 4.06   Stay, Extension and Usury Laws...............................................41
Section 4.07   Restricted Payments..........................................................41
Section 4.08   Dividend and Other Payment Restrictions Affecting Subsidiaries...............44
Section 4.09   Incurrence of Indebtedness and Issuance of Preferred Stock...................45

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Section 4.10   Asset Sales..................................................................47
Section 4.11   Transactions with Affiliates.................................................48
Section 4.12   Liens........................................................................50
Section 4.13   Corporate Existence..........................................................50
Section 4.14   Offer to Repurchase Upon Change of Control...................................50
Section 4.15   No Senior Subordinated Debt..................................................51
Section 4.16   Limitation on Issuances and Sales of Capital Stock of Wholly Owned
Subsidiaries..............................................................52
Section 4.17   Payments for Consent.........................................................52
Section 4.18   Additional Note Guarantees...................................................52
Section 4.19   Designation of Restricted and Unrestricted Subsidiaries......................48

ARTICLE 5
SUCCESSORS

Section 5.01   Merger, Consolidation, or Sale of Assets.....................................53
Section 5.02   Successor Corporation Substituted............................................53

ARTICLE 6
DEFAULTS AND REMEDIES

Section 6.01   Events of Default............................................................54
Section 6.02   Acceleration.................................................................55
Section 6.03   Other Remedies...............................................................56
Section 6.04   Waiver of Past Defaults......................................................56
Section 6.05   Control by Majority..........................................................57
Section 6.06   Limitation on Suits..........................................................57
Section 6.07   Rights of Holders of Notes to Receive Payment................................57
Section 6.08   Collection Suit by Trustee...................................................57
Section 6.09   Trustee May File Proofs of Claim.............................................58
Section 6.10   Priorities...................................................................58
Section 6.11   Undertaking for Costs........................................................58

ARTICLE 7
TRUSTEE

Section 7.01   Duties of Trustee............................................................59
Section 7.02   Rights of Trustee............................................................60
Section 7.03   Individual Rights of Trustee.................................................60
Section 7.04   Trustee's Disclaimer.........................................................60
Section 7.05   Notice of Defaults...........................................................61
Section 7.06   Reports by Trustee to Holders of the Notes...................................61
Section 7.07   Compensation and Indemnity...................................................61
Section 7.08   Replacement of Trustee.......................................................62
Section 7.09   Successor Trustee by Merger, etc.............................................63
Section 7.10   Eligibility; Disqualification................................................63
Section 7.11   Preferential Collection of Claims Against Company............................63

ARTICLE 8
LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01   Option to Effect Legal Defeasance or Covenant Defeasance.....................63
Section 8.02   Legal Defeasance and Discharge...............................................64

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Page
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Section 8.03   Covenant Defeasance..........................................................64
Section 8.04   Conditions to Legal or Covenant Defeasance...................................65
Section 8.05   Deposited Money and Government Securities to be Held in Trust; Other
Miscellaneous Provisions.....................................................66
Section 8.06   Repayment to Company.........................................................66
Section 8.07   Reinstatement................................................................67

ARTICLE 9
AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01   Without Consent of Holders of Notes..........................................67
Section 9.02   With Consent of Holders of Notes.............................................68
Section 9.03   Compliance with Trust Indenture Act..........................................69
Section 9.04   Revocation and Effect of Consents............................................69
Section 9.05   Notation on or Exchange of Notes.............................................69
Section 9.06   Trustee to Sign Amendments, etc..............................................70

ARTICLE 10
SUBORDINATION

Section 10.01  Agreement to Subordinate.....................................................70
Section 10.02  Liquidation; Dissolution; Bankruptcy.........................................70
Section 10.03  Default on Designated Senior Debt............................................71
Section 10.04  Acceleration of Securities...................................................71
Section 10.05  When Distribution Must Be Paid Over..........................................72
Section 10.06  Notice by Company............................................................72
Section 10.07  Subrogation..................................................................72
Section 10.08  Relative Rights..............................................................72
Section 10.09  Subordination May Not Be Impaired by Company.................................73
Section 10.10  Distribution or Notice to Representative.....................................73
Section 10.11  Rights of Trustee and Paying Agent...........................................73
Section 10.12  Authorization to Effect Subordination........................................73
Section 10.13  Amendments...................................................................74

ARTICLE 11
NOTE GUARANTEES

Section 11.01  Guarantee....................................................................74
Section 11.02  Subordination of Note Guarantee..............................................75
Section 11.03  Limitation on Guarantor Liability............................................75
Section 11.04  Execution and Delivery of Note Guarantee.....................................75
Section 11.05  Guarantors May Consolidate, etc., on Certain Terms...........................76
Section 11.06  Releases Following Sale of Assets............................................77

ARTICLE 12
MISCELLANEOUS

Section 12.01  Trust Indenture Act Controls.................................................77
Section 12.02  Notices......................................................................77
Section 12.03  Communication by Holders of Notes with Other Holders of Notes................78
Section 12.04  Certificate and Opinion as to Conditions Precedent...........................79

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Section 12.05  Statements Required in Certificate or Opinion................................79
Section 12.06  Rules by Trustee and Agents..................................................79
Section 12.07  No Personal Liability of Directors, Officers, Employees and Stockholders.....79
Section 12.08  Governing Law................................................................80
Section 12.09  No Adverse Interpretation of Other Agreements................................80
Section 12.10  Successors...................................................................80
Section 12.11  Severability.................................................................80
Section 12.12  Counterpart Originals........................................................80
Section 12.13  Table of Contents, Headings, etc.............................................80

EXHIBITS

Exhibit A      FORM OF NOTE
Exhibit B      FORM OF CERTIFICATE OF TRANSFER
Exhibit C      FORM OF CERTIFICATE OF EXCHANGE
Exhibit D      FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
Exhibit E      FORM OF NOTE GUARANTEE
Exhibit F      FORM OF SUPPLEMENTAL INDENTURE

iv

6

INDENTURE dated as of May 13, 1999 between Amkor Technology, Inc., a
Delaware corporation (the "Company"), and State Street Bank and Trust Company,
as trustee (the "Trustee").

The Company and the Trustee agree as follows for the benefit of each
other and for the equal and ratable benefit of the Holders of the 10 1/2% Series
A Senior Subordinated Notes due 2009 (the "Series A Notes") and the 10 1/2%
Series B Senior Subordinated Notes due 2009 (the "Series B Notes" and, together
with the Series A Notes, the "Notes"):

ARTICLE 1
DEFINITIONS AND INCORPORATION
BY REFERENCE

Section 1.01. Definitions.

"144A Global Note" means a global note substantially in the form of
Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend
and deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee that will be issued in a denomination equal to the
outstanding principal amount of the Notes sold in reliance on Rule 144A.

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

"Additional Notes" means up to $100 million aggregate principal amount
of Notes (other than the Initial Notes) issued under this Indenture in
accordance with Sections 2.02 and 4.09 hereof, as part of the same series as the
Initial Notes.

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

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

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

1

7

"Asset Purchase Agreement" means that certain Asset Purchase Agreement
dated as of December 30, 1998, between the Company and Anam Semiconductor, Inc.,
as the same may be extended or renewed from time to time without alteration of
the material terms thereof.

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

"Bankruptcy Law" means Title 11, U.S. Code or any similar federal or
state law for the relief of debtors as from time to time amended and applicable
to the relevant case.

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

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

"Broker-Dealer" has the meaning set forth in the Registration Rights
Agreement.

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

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

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

"Cash Equivalents" means (i) United States dollars, (ii) securities
issued or directly and fully guaranteed or insured by the full faith and credit
of the United States government or any agency or instrumentality thereof having
maturities of not more than twelve months from the date of acquisition, (iii)
certificates of deposit and eurodollar time deposits with maturities of twelve
months or less from the date of acquisition, bankers' acceptances with
maturities not exceeding twelve months and overnight bank deposits, in each case
with any domestic commercial bank having capital and surplus in excess of
$500,000,000 and a Thompson Bank Watch Rating of "B" or better, (iv) repurchase
obligations with a term of not more than seven days for underlying securities of
the types described in clauses (ii) and (iii) above entered into with any
financial institution meeting the qualifications specified in clause (iii)
above, 

2

8

(v) commercial paper having the highest rating obtainable from either Moody's
Investors Service, Inc. or Standard & Poor's Corporation and, in each case,
maturing within six months after the date of acquisition, and (vi) money market
funds at least 95% of the assets of which constitute Cash Equivalents of the
kinds described in clauses (i) through (v) of this definition.

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

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

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

3

9

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

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

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

In addition, for purposes of calculating the Consolidated Interest
Expense Coverage Ratio: (i) acquisitions that have been made by the specified
Person or any of its Restricted Subsidiaries, including through mergers or
consolidations and including any related financing transactions, during the
four-quarter reference period or subsequent to such reference period and on or
prior to the Calculation Date shall be deemed to have occurred on the first day
of the four-quarter reference period and Consolidated Cash Flow for such
reference period shall be calculated without giving effect to clause (iii) of
the proviso set forth in the definition of Consolidated Net Income, (ii) the
Consolidated Cash Flow attributable to discontinued operations, as determined in
accordance with GAAP, and operations or businesses disposed of prior to the
Calculation Date, shall be excluded, and (iii) the Consolidated Interest Expense
attributable to discontinued operations, as determined in accordance with GAAP,
and operations or businesses disposed of prior to the Calculation Date, shall be
excluded, but only to the extent that the 

4

10

obligations giving rise to such Consolidated Interest Expense will not be
obligations of the specified Person or any of its Restricted Subsidiaries
following the Calculation Date.

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

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

"Continuing Directors" means, as of any date of determination, any
member of the Board of Directors of the Company who (i) was a member of such
Board of Directors on the date of this Indenture or (ii) was nominated for
election or elected to such Board of Directors with the approval of a majority
of the Continuing Directors who were members of such Board at the time of such
nomination or election.

"Convertible Notes" means the 5 3/4% Convertible Subordinated Notes due
May 1, 2003 issued by the Company pursuant to that certain Indenture dated as of
May 6, 1998, between the Company and State Street Bank and Trust Company, as
Trustee, in an aggregate principal amount outstanding not to exceed $207.0
million.

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

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

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

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

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

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

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

"Disqualified Stock" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder thereof), or upon the
happening of any event, matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or redeemable at the option of the holder
thereof, in whole or in part, on or prior to August 1, 2009. Notwithstanding the
preceding sentence, any Capital Stock that would constitute Disqualified Stock
solely because the holders thereof have the right to require the Company to
repurchase such Capital Stock upon the occurrence of a change of control or an
asset sale shall not constitute Disqualified Stock if the terms of such Capital
Stock provide that the Company may not repurchase or redeem any such Capital
Stock pursuant to such provisions unless such repurchase or redemption complies
with Section 4.07 hereof.

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

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

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

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

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"Exchange Notes" means the Notes issued in the Exchange Offer pursuant
to Section 2.06(f) hereof.

"Exchange Offer" has the meaning set forth in the Registration Rights
Agreement.

"Exchange Offer Registration Statement" has the meaning set forth in the
Registration Rights Agreement.

"Existing Indebtedness" means Indebtedness of the Company and its
Restricted Subsidiaries in existence on the date of this Indenture, until such
amounts are repaid.

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

"Foundry Agreement" means that certain Foundry Agreement dated as of
January 1, 1998, among the Company, Amkor Electronics, Inc., C.I.L. Limited,
Anam Semiconductor, Inc. and Anam USA, Inc., as the same may be extended or
renewed from time to time without alteration of the material terms thereof.

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

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

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

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

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

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

"Hedging Obligations" means, with respect to any Person, the obligations
of such Person under (i) swap agreements, cap agreements and collar agreements
relating to interest rates, commodities 

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or currencies; and (ii) other agreements or arrangements designed to protect
such Person against fluctuations in interest rates, commodities or currencies

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

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

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

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

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

"Initial Notes" means the first $200 million aggregate principal amount
of Notes issued under this Indenture on the date hereof.

"Institutional Accredited Investor" means an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act, who is not also a QIB. 

"Intellectual Property Rights Licensing Agreement" means that certain
Intellectual Property Rights Licensing Agreement to be entered into by and
between the Company and Anam Semiconductor, Inc. in connection with the Asset
Purchase Agreement, as the same may be extended or renewed from time to time
without alteration of the material terms thereof.

"Investments" means, with respect to any Person, all investments by such
Person in other Persons (including Affiliates) in the forms of direct or
indirect loans (including Guarantees of Indebtedness or other obligations),
advances or capital contributions (excluding commission, travel and similar
advances to officers and employees made in the ordinary course of business),
purchases or other acquisitions for consideration of Indebtedness, Equity
Interests or other securities, together with all items that are or would be
classified as investments on a balance sheet prepared in accordance with GAAP.
If the Company or any Restricted Subsidiary of the Company sells or otherwise
disposes of any Equity 

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Interests of any direct or indirect Restricted Subsidiary of the Company such
that, after giving effect to any such sale or disposition, such Person is no
longer a Restricted Subsidiary of the Company, the Company shall be deemed to
have made an Investment on the date of any such sale or disposition equal to the
fair market value of the Equity Interests of such Restricted Subsidiary not sold
or disposed of in an amount determined as provided in Section 4.07 hereof.

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

"Letter of Transmittal" means the letter of transmittal to be prepared
by the Company and sent to all Holders of the Notes for use by such Holders in
connection with the Exchange Offer.

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

"Liquidated Damages" means all liquidated damages then owing pursuant to
Section 5 of the Registration Rights Agreement.

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

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

"Non-Recourse Debt" means Indebtedness: (i) as to which neither the
Company nor any of its Restricted Subsidiaries (a) provides credit support of
any kind (including any obligation that would constitute Indebtedness), or (b)
is directly or indirectly liable as a guarantor or otherwise, other than in 

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the form of a Lien on the Equity Interests of an Unrestricted Subsidiary held by
the Company or any Restricted Subsidiary in favor of any holder of Non-Recourse
Debt of such Unrestricted Subsidiary, (ii) no default with respect to which
(including any rights that the holders thereof may have to take enforcement
action against an Unrestricted Subsidiary) would permit upon notice, lapse of
time or both any holder of any other Indebtedness (other than the Notes) of the
Company or any of its Restricted Subsidiaries to declare a default on such other
Indebtedness or cause the payment thereof to be accelerated or payable prior to
its stated maturity, and (iii) as to which the lenders have been notified in
writing that they will not have any recourse to the stock or assets of the
Company or any of its Restricted Subsidiaries (other than against the Equity
Interests of such Unrestricted Subsidiary, if any).

"Non-U.S. Person" means a Person who is not a U.S. Person.

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

"Notes" has the meaning assigned to it in the preamble to this
Indenture. The Initial Notes and the Additional Notes shall be treated as a
single class for all purposes under this Indenture.

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

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

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

"Officers' Certificate" means a certificate signed on behalf of the
Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company, that meets the requirements of
Section 12.05 hereof.

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

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

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

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

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

"Permitted Investments" means: (i) any Investment in the Company or in a
Restricted Subsidiary, (ii) any Investment in Cash Equivalents, (iii) any
Investment by the Company or any Restricted Subsidiary of the Company in a
Person, if as a result of such Investment or in connection with the transaction
pursuant to which such Investment is made (a) such Person becomes a Restricted
Subsidiary of the Company, or (b) such Person is merged, consolidated or
amalgamated with or into, or transfers or conveys substantially all of its
assets to, or is liquidated into, the Company or a Restricted Subsidiary of the
Company, (iv) any Investment made as a result of the receipt of non-cash
consideration from an Asset Sale that was made pursuant to and in compliance
with Section 4.10 hereof, (v) any acquisition of assets solely in exchange for
the issuance of Equity Interests (other than Disqualified Stock) of the Company,
(vi) any Investment in the TSTC Joint Venture; provided that the aggregate
amount of any such Investment, when taken together with all other Investments
made pursuant to this clause (vi), does not exceed $30.0 million, (vii) any
Investment in connection with Hedging Obligations, (viii) any Investments
received (a) in satisfaction of judgments, or (b) as payment on a claim made in
connection with any bankruptcy, liquidation, receivership or other insolvency
proceeding, (ix) Investments in (a) prepaid expenses and negotiable instruments
held for collection, (b) accounts receivable arising in the ordinary course of
business (and Investments obtained in exchange or settlement of accounts
receivable for which the Company or any Restricted Subsidiary has determined
that collection is not likely), and (c) lease, utility and worker's
compensation, performance and other similar deposits arising in the ordinary
course of business, (x) any Investment in Anam Semiconductor Inc.'s Voting Stock
pursuant to the general terms of the commitment letter dated April 9, 1999,
between the Company and Anam Semiconductor, Inc. entered into in connection with
the consummation of Anam Semiconductor, Inc.'s "Workout" program with certain of
its creditors, together with such modifications thereto as shall be approved by
the Board of Directors of the Company; provided that the aggregate amount of any
such Investment, when taken together with all other Investments made pursuant to
this clause (x), does not exceed $150.0 million, and (xi) any Strategic
Investment; provided that the aggregate amount of all Investments by the Company
and any Restricted Subsidiaries in Strategic Investments shall not exceed $75.0
million; provided, further, that, except with respect to the first $25.0 million
of Strategic Investments made by the Company, the Company would, at the time of
making such Strategic Investment and after giving pro forma effect thereto as if
such Strategic Investment had been made at the beginning of the applicable
four-quarter period, have been permitted to incur at least $1.00 of additional
Indebtedness pursuant to the Consolidated Interest Expense Coverage Ratio test
set forth in the first paragraph of Section 4.09 hereof; provided, further,
that, notwithstanding the preceding, any extension of credit or advance by the
Company or any of its Subsidiaries to a customer or supplier of the Company or
its Subsidiaries shall not be a Permitted Investment.

"Permitted Junior Securities" means securities (1) that are subordinated
to Senior Debt and any Guarantee in respect thereof, at least to the same extent
as the Notes are subordinated to Senior Debt, and all securities issued in
exchange for, or on account of, Senior Debt or any such Guarantee

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("Reorganization Senior Debt"), (2) that have a final maturity date and Weighted
Average Life to Maturity that is the same or greater than the Notes, (3) that
are not subject to any required principal payment, sinking fund payment or
redemption prior to the last scheduled final maturity date of any Reorganization
Senior Debt, and (4) that are not secured by any collateral.

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

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

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

"Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or agency or political subdivision thereof (including any subdivision
or ongoing business of any such entity or substantially all of the assets of any
such entity, subdivision or business).

"Private Placement Legend" means the legend set forth in Section
2.06(g)(i) to be placed on all Notes issued under this Indenture except where
otherwise permitted by the provisions of this Indenture.

"QIB" means a "qualified institutional buyer" as defined in Rule 144A.

"Qualified Proceeds" means, with respect to an Asset Sale by the Company
or any Restricted Subsidiary, any of the following or any combination of the
following: (i) any Cash Equivalents, (ii) any liabilities (as would be shown on
the Company's or such Restricted Subsidiary's balance sheet if prepared in
accordance with GAAP on the date of the corresponding Asset Sale), of the
Company or any 

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Restricted Subsidiary (other than contingent liabilities and liabilities that
are by their terms subordinated to the Notes) that are assumed by the transferee
of any such assets pursuant to a customary novation agreement that releases or
indemnifies the Company or such Restricted Subsidiary from further liability,
(iii) any securities, notes or other obligations received by the Company or any
such Restricted Subsidiary from such transferee that are converted by the
Company or such Restricted Subsidiary into cash within 90 days after such Asset
Sale (to the extent of the cash received in that conversion), (iv) long-term
assets that are used or useful in a Permitted Business, and (v) all or
substantially all of the assets of, or a majority of the Voting Stock of, any
Permitted Business; provided, however, that in the case of clauses (iv) and (v)
above, the Asset Sale transaction shall be with a non-Affiliate and the amount
of long-term assets or Voting Stock received in the Asset Sale transaction shall
not exceed 10% of the consideration received.

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

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

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

"Registration Rights Agreement" means the Senior Subordinated Notes
Registration Rights Agreement, dated as of May 13, 1999, by and among the
Company and the other parties named on the signature pages thereof, as such
agreement may be amended, modified or supplemented from time to time and, with
respect to any Additional Notes, one or more registration rights agreements
between the Company and the other parties thereto, as such agreement(s) may be
amended, modified or supplemented from time to time, relating to rights given by
the Company to the purchasers of Additional Notes to register such Additional
Notes under the Securities Act.

"Regulation S" means Regulation S promulgated under the Securities Act.

"Representative" means the indenture trustee or other trustee, agent or
representative for any Senior Debt.

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

"Restricted Definitive Note" means a Definitive Note bearing the Private
Placement Legend.

"Restricted Global Note" means a Global Note bearing the Private
Placement Legend.

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

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

"Rule 144" means Rule 144 promulgated under the Securities Act.

"Rule 144A" means Rule 144A promulgated under the Securities Act.

"Rule 903" means Rule 903 promulgated under the Securities Act.

"Rule 904" means Rule 904 promulgated the Securities Act.

"SEC" means the Securities and Exchange Commission.

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

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

"Senior Guarantees" means the Guarantees by the Guarantors of
Obligations under the Senior Notes.

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"Senior Notes" means the Company's 9 1/4% Senior Notes due 2006 issued
pursuant to the Senior Notes Indenture.

"Senior Notes Indenture" means that certain indenture, dated as of the
date hereof, between the Company and State Street Bank and Trust Company, as
trustee, as amended or supplemented from time to time, relating to the Senior
Notes.

"Shelf Registration Statement" means the Shelf Registration Statement as
defined in the Registration Rights Agreement.

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

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

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

"Subsidiary" means, with respect to any Person: (i) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by such
Person or one or more of the other Subsidiaries of that Person (or a combination
thereof), and (ii) any partnership (a) the sole general partner or the managing
general partner of which is such Person or a Subsidiary of such Person or (b)
the only general partners of which are such Person or of one or more
Subsidiaries of such Person (or any combination thereof).

"Supply Agreement" means that certain Packaging & Test Services
Agreement dated as of January 1, 1998, among the Company, Amkor Electronics,
Inc., C.I.L. Limited, Anam Semiconductor, 

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Inc. and Anam USA, Inc., as the same may be extended or renewed from time to
time without alteration of the material terms thereof.

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

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

"Transition Services Agreement" means that certain Transition Services
Agreement to be entered into by and between Amkor Technology Korea, Inc., a
Subsidiary of the Company, and Anam Semiconductor, Inc. in connection with the
Asset Purchase Agreement, as the same may be extended or renewed from time to
time without alteration of the material terms thereof.

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

"TSTC Joint Venture" means the joint venture created by the
Shareholders' Agreement dated as of April 10, 1998, among Acer Incorporated,
Taiwan Semiconductor Manufacturing Company Ltd., Chinfon Semiconductor &
Technology Co., Ltd., Scientek International Investment Co. Ltd., Anam
Semiconductor, Inc. (as successor in interest to Anam Industrial Co. Ltd.), and
the Company, including all amendments thereof through the date of this
Indenture.

"Unrestricted Definitive Note" means one or more Definitive Notes that
do not bear and are not required to bear the Private Placement Legend.

"Unrestricted Global Note" means a permanent global Note substantially
in the form of Exhibit A attached hereto that bears the Global Note Legend and
that has the "Schedule of Exchanges of Interests in the Global Note" attached
thereto, and that is deposited with or on behalf of and registered in the name
of the Depositary, representing a series of Notes that do not bear the Private
Placement Legend.

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

Any designation of a Subsidiary of the Company as an Unrestricted
Subsidiary shall be evidenced to the Trustee by filing with the Trustee a
certified copy of the Board Resolution giving effect to such designation and an
Officers' Certificate certifying that such designation complied with the

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

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

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

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

"Wholly Owned Restricted Subsidiary" of any Person means a Restricted
Subsidiary of such Person all of the outstanding Capital Stock or other
ownership interests of which (other than directors' qualifying shares or similar
shares required by law to be held by third parties) shall at the time be owned
by such Person and/or by one or more Wholly Owned Restricted Subsidiaries of
such Person.

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Section 1.02. Other Definitions.

Defined in
Term                                                           Section
----                                                          ----------

"Affiliate Transaction"......................................    4.11
"Asset Sale".................................................    4.10
"Asset Sale Offer"...........................................    3.09
"Authentication Order".......................................    2.02
"Bankruptcy Law".............................................    4.01
"Calculation Date" ..........................................    1.01
"Change of Control Offer"....................................    4.14
"Change of Control Payment"..................................    4.14
"Change of Control Payment Date".............................    4.14
"Covenant Defeasance"........................................    8.03
"DTC" .......................................................    2.03
"Event of Default"...........................................    6.01
"Excess Proceeds"............................................    4.10
"incur"......................................................    4.09
"Legal Defeasance"...........................................    8.02
"Offer Amount"...............................................    3.09
"Offer Period"...............................................    3.09
"Paying Agent"...............................................    2.03
"Payment Blockage Notice" ...................................   10.03
"Permitted Debt".............................................    4.09
"Purchase Date"..............................................    3.09
"Reference Period" ..........................................    4.09
"Registrar"..................................................    2.03
"Reorganization Senior Debt".................................    1.01
"Restricted Payments"........................................    4.07
"Trustee" ...................................................    8.05

Section 1.03. Incorporation by Reference of Trust Indenture Act.

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

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

"indenture securities" means the Notes;

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

"indenture to be qualified" means this Indenture;

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

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

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

Section 1.04. Rules of Construction.

Unless the context otherwise requires:

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

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

(c)     "or" is not exclusive;

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

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

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

ARTICLE 2
THE NOTES

Section 2.01. Form and Dating.

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

The terms and provisions contained in the Notes shall constitute, and
are hereby expressly made, a part of this Indenture and the Company and the
Trustee, by their execution and delivery of this Indenture, expressly agree to
such terms and provisions and to be bound thereby. However, to the extent any
provision of any Note conflicts with the express provisions of this Indenture,
the provisions of this Indenture shall govern and be controlling.

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

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the outstanding Notes as shall be specified therein and each shall provide that
it shall represent the aggregate principal amount of outstanding Notes from time
to time endorsed thereon and that the aggregate principal amount of outstanding
Notes represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions. Any endorsement of a Global
Note to reflect the amount of any increase or decrease in the aggregate
principal amount of outstanding Notes represented thereby shall be made by the
Trustee or the Custodian, at the direction of the Trustee, in accordance with
instructions given by the Holder thereof as required by Section 2.06 hereof.

Section 2.02. Execution and Authentication.

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

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

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

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

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

Section 2.03. Registrar and Paying Agent.

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

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

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

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Section 2.04. Paying Agent to Hold Money in Trust.

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

Section 2.05. Holder Lists.

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

Section 2.06. Transfer and Exchange.

(a)     Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Company for Definitive Notes if (i) the Company delivers to the Trustee
notice from the Depositary that it is unwilling or unable to continue to act as
Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Company within 120 days after the date of such notice from the Depositary or
(ii) the Company in its sole discretion determines that the Global Notes (in
whole but not in part) should be exchanged for Definitive Notes and delivers a
written notice to such effect to the Trustee. Upon the occurrence of either of
the preceding events in (i) or (ii) above, Definitive Notes shall be issued in
such names as the Depositary shall instruct the Trustee. Global Notes also may
be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and
2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu
of, a Global Note or any portion thereof, pursuant to this Section 2.06 or
Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form
of, and shall be, a Global Note. A Global Note may not be exchanged for another
Note other than as provided in this Section 2.06(a), however, beneficial
interests in a Global Note may be transferred and exchanged as provided in
Section 2.06(b), (c) or (f) hereof.

(b)     Transfer and Exchange of Beneficial Interests in the Global
Notes. The transfer and exchange of beneficial interests in the Global Notes
shall be effected through the Depositary, in accordance with the provisions of
this Indenture and the Applicable Procedures. Beneficial interests in 

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the Restricted Global Notes shall be subject to restrictions on transfer
comparable to those set forth herein to the extent required by the Securities
Act. Transfers of beneficial interests in the Global Notes also shall require
compliance with either subparagraph (i) or (ii) below, as applicable, as well as
one or more of the other following subparagraphs, as applicable:

(i)     Transfer of Beneficial Interests in the Same Global
Note. Beneficial interests in any Restricted Global Note may be
transferred to Persons who take delivery thereof in the form of a
beneficial interest in the same Restricted Global Note in accordance
with the transfer restrictions set forth in the Private Placement
Legend. Beneficial interests in any Unrestricted Global Note may be
transferred to Persons who take delivery thereof in the form of a
beneficial interest in an Unrestricted Global Note. No written orders or
instructions shall be required to be delivered to the Registrar to
effect the transfers described in this Section 2.06(b)(i).

(ii)    All Other Transfers and Exchanges of Beneficial
Interests in Global Notes. In connection with all transfers and
exchanges of beneficial interests that are not subject to Section
2.06(b)(i) above, the transferor of such beneficial interest must
deliver to the Registrar either (A) (1) a written order from a
Participant or an Indirect Participant given to the Depositary in
accordance with the Applicable Procedures directing the Depositary to
credit or cause to be credited a beneficial interest in another Global
Note in an amount equal to the beneficial interest to be transferred or
exchanged and (2) instructions given in accordance with the Applicable
Procedures containing information regarding the Participant account to
be credited with such increase or (B) (1) a written order from a
Participant or an Indirect Participant given to the Depositary in
accordance with the Applicable Procedures directing the Depositary to
cause to be issued a Definitive Note in an amount equal to the
beneficial interest to be transferred or exchanged and (2) instructions
given by the Depositary to the Registrar containing information
regarding the Person in whose name such Definitive Note shall be
registered to effect the transfer or exchange referred to in (1) above.
Upon consummation of an Exchange Offer by the Company in accordance with
Section 2.06(f) hereof, the requirements of this Section 2.06(b)(ii)
shall be deemed to have been satisfied upon receipt by the Registrar of
the instructions contained in the Letter of Transmittal delivered by the
Holder of such beneficial interests in the Restricted Global Notes. Upon
satisfaction of all of the requirements for transfer or exchange of
beneficial interests in Global Notes contained in this Indenture and the
Notes or otherwise applicable under the Securities Act, the Trustee
shall adjust the principal amount of the relevant Global Note(s)
pursuant to Section 2.06(h) hereof.

(iii)   Transfer of Beneficial Interests to Another Restricted
Global Note. A beneficial interest in any Restricted Global Note may be
transferred to a Person who takes delivery thereof in the form of a
beneficial interest in another Restricted Global Note if the transfer
complies with the requirements of Section 2.06(b)(ii) above and the
transferor delivers a certificate in the form of Exhibit B hereto,
including the certifications in item (1) thereof.

(iv)    Transfer and Exchange of Beneficial Interests in a
Restricted Global Note for Beneficial Interests in the Unrestricted
Global Note. A beneficial interest in any Restricted Global Note may be
exchanged by any holder thereof for a beneficial interest in an
Unrestricted Global Note or transferred to a Person who takes delivery
thereof in the form of a beneficial interest in an Unrestricted Global
Note if the exchange or transfer complies with the requirements of
Section 2.06(b)(ii) above and:

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(A)     such exchange or transfer is effected pursuant
to the Exchange Offer in accordance with the Registration Rights
Agreement and the holder of the beneficial interest to be
transferred, in the case of an exchange, or the transferee, in
the case of a transfer, certifies in the applicable Letter of
Transmittal or via the Depository's book entry system that it is
not (1) a broker-dealer, (2) a Person participating in the
distribution of the Exchange Notes or (3) a Person who is an
affiliate (as defined in Rule 144) of the Company;

(B)     such transfer is effected pursuant to the Shelf
Registration Statement in accordance with the Registration
Rights Agreement;

(C)     such transfer is effected by a Broker-Dealer
pursuant to the Exchange Offer Registration Statement in
accordance with the Registration Rights Agreement; or

(D)     the Registrar receives the following:

(1)     if the holder of such beneficial
interest in a Restricted Global Note proposes to
exchange such beneficial interest for a beneficial
interest in an Unrestricted Global Note, a certificate
from such holder in the form of Exhibit C hereto,
including the certifications in item (1)(a) thereof; or

(2)     if the holder of such beneficial
interest in a Restricted Global Note proposes to
transfer such beneficial interest to a Person who shall
take delivery thereof in the form of a beneficial
interest in an Unrestricted Global Note, a certificate
from such holder in the form of Exhibit B hereto,
including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if
the Company or the Registrar so requests or if the Applicable
Procedures so require, an Opinion of Counsel in form reasonably
acceptable to the Registrar to the effect that such exchange or
transfer is in compliance with the Securities Act and that the
restrictions on transfer contained herein and in the Private
Placement Legend are no longer required in order to maintain
compliance with the Securities Act.

If any such transfer is effected pursuant to subparagraph (B) or (D)
above at a time when an Unrestricted Global Note has not yet been issued, the
Company shall issue and, upon receipt of an Authentication Order in accordance
with Section 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
aggregate principal amount of beneficial interests transferred pursuant to
subparagraph (B) or (D) above.

Beneficial interests in an Unrestricted Global Note cannot be exchanged
for, or transferred to Persons who take delivery thereof in the form of, a
beneficial interest in a Restricted Global Note.

(c)     Transfer or Exchange of Beneficial Interests for Definitive
Notes.

(i)     Beneficial Interests in Restricted Global Notes to Restricted
Definitive Notes. If any holder of a beneficial interest in a Restricted Global
Note proposes to exchange such beneficial interest for a Restricted Definitive
Note or to transfer such beneficial interest to a Person who takes 

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delivery thereof in the form of a Restricted Definitive Note, then, upon
receipt by the Registrar of the following documentation:

(A)     if the holder of such beneficial interest in a
Restricted Global Note proposes to exchange such beneficial
interest for a Restricted Definitive Note, a certificate from
such holder in the form of Exhibit C hereto, including the
certifications in item (2)(a) thereof;

(B)     if such beneficial interest is being transferred
to a QIB in accordance with Rule 144A under the Securities Act,
a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (1) thereof;

(C)     if such beneficial interest is being transferred
to a Non-U.S. Person in an offshore transaction in accordance
with Rule 903 or Rule 904 under the Securities Act, a
certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (2) thereof;

(D)     if such beneficial interest is being transferred
pursuant to an exemption from the registration requirements of
the Securities Act in accordance with Rule 144 under the
Securities Act, a certificate to the effect set forth in Exhibit
B hereto, including the certifications in item (3)(a) thereof;

(E)     if such beneficial interest is being transferred
to an Institutional Accredited Investor in reliance on an
exemption from the registration requirements of the Securities
Act other than those listed in subparagraphs (B) through (D)
above, a certificate to the effect set forth in Exhibit B
hereto, including the certifications, certificates and Opinion
of Counsel required by item (3) thereof, if applicable;

(F)     if such beneficial interest is being transferred
to the Company or any of its Subsidiaries, a certificate to the
effect set forth in Exhibit B hereto, including the
certifications in item (3)(b) thereof; or

(G)     if such beneficial interest is being transferred
pursuant to an effective registration statement under the
Securities Act, a certificate to the effect set forth in Exhibit
B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable
Global Note to be reduced accordingly pursuant to Section 2.06(h)
hereof, and the Company shall execute and the Trustee shall authenticate
and deliver to the Person designated in the instructions a Definitive
Note in the appropriate principal amount. Any Definitive Note issued in
exchange for a beneficial interest in a Restricted Global Note pursuant
to this Section 2.06(c) shall be registered in such name or names and in
such authorized denomination or denominations as the holder of such
beneficial interest shall instruct the Registrar through instructions
from the Depositary and the Participant or Indirect Participant. The
Trustee shall deliver such Definitive Notes to the Persons in whose
names such Notes are so registered. Any Definitive Note issued in
exchange for a beneficial interest in a Restricted Global Note pursuant
to this Section 2.06(c)(i) shall bear the Private Placement Legend and
shall be subject to all restrictions on transfer contained therein.

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(ii)    Beneficial Interests in Restricted Global Notes to
Unrestricted Definitive Notes. A holder of a beneficial interest in a
Restricted Global Note may exchange such beneficial interest for an
Unrestricted Definitive Note or may transfer such beneficial interest to
a Person who takes delivery thereof in the form of an Unrestricted
Definitive Note only if:

(A)     such exchange or transfer is effected pursuant
to the Exchange Offer in accordance with the Registration Rights
Agreement and the holder of such beneficial interest, in the
case of an exchange, or the transferee, in the case of a
transfer, certifies in the applicable Letter of Transmittal that
it is not (1) a broker-dealer, (2) a Person participating in the
distribution of the Exchange Notes or (3) a Person who is an
affiliate (as defined in Rule 144) of the Company;

(B)     such transfer is effected pursuant to the Shelf
Registration Statement in accordance with the Registration
Rights Agreement;

(C)     such transfer is effected by a Broker-Dealer
pursuant to the Exchange Offer Registration Statement in
accordance with the Registration Rights Agreement; or

(D)     the Registrar receives the following:

(1)     if the holder of such beneficial
interest in a Restricted Global Note proposes to
exchange such beneficial interest for a Definitive Note
that does not bear the Private Placement Legend, a
certificate from such holder in the form of Exhibit C
hereto, including the certifications in item (1)(b)
thereof; or

(2)     if the holder of such beneficial
interest in a Restricted Global Note proposes to
transfer such beneficial interest to a Person who shall
take delivery thereof in the form of a Definitive Note
that does not bear the Private Placement Legend, a
certificate from such holder in the form of Exhibit B
hereto, including the certifications in item (4)
thereof;

and, in each such case set forth in this subparagraph (D), if
the Company or the Registrar so requests or if the Applicable
Procedures so require, an Opinion of Counsel in form reasonably
acceptable to the Registrar to the effect that such exchange or
transfer is in compliance with the Securities Act and that the
restrictions on transfer contained herein and in the Private
Placement Legend are no longer required in order to maintain
compliance with the Securities Act.

(iii)   Beneficial Interests in Unrestricted Global Notes to
Unrestricted Definitive Notes. If any holder of a beneficial interest in
an Unrestricted Global Note proposes to exchange such beneficial
interest for a Definitive Note or to transfer such beneficial interest
to a Person who takes delivery thereof in the form of a Definitive Note,
then, upon satisfaction of the conditions set forth in Section
2.06(b)(ii) hereof, the Trustee shall cause the aggregate principal
amount of the applicable Global Note to be reduced accordingly pursuant
to Section 2.06(h) hereof, and the Company shall execute and the Trustee
shall authenticate and deliver to the Person designated in the
instructions a Definitive Note in the appropriate principal amount. Any
Definitive Note issued in exchange for a beneficial interest pursuant to
this Section 2.06(c)(iii) shall be registered in such 

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name or names and in such authorized denomination or denominations as
the holder of such beneficial interest shall instruct the Registrar
through instructions from the Depositary and the Participant or Indirect
Participant. The Trustee shall deliver such Definitive Notes to the
Persons in whose names such Notes are so registered. Any Definitive Note
issued in exchange for a beneficial interest pursuant to this Section
2.06(c)(iii) shall not bear the Private Placement Legend.

(d)     Transfer and Exchange of Definitive Notes for Beneficial
Interests.

(i)     Restricted Definitive Notes to Beneficial Interests in
Restricted Global Notes. If any Holder of a Restricted Definitive Note
proposes to exchange such Note for a beneficial interest in a Restricted
Global Note or to transfer such Restricted Definitive Notes to a Person
who takes delivery thereof in the form of a beneficial interest in a
Restricted Global Note, then, upon receipt by the Registrar of the
following documentation:

(A)     if the Holder of such Restricted Definitive Note
proposes to exchange such Note for a beneficial interest in a
Restricted Global Note, a certificate from such Holder in the
form of Exhibit C hereto, including the certifications in item
(2)(b) thereof;

(B)     if such Restricted Definitive Note is being
transferred to a QIB in accordance with Rule 144A under the
Securities Act, a certificate to the effect set forth in Exhibit
B hereto, including the certifications in item (1) thereof;

(C)     if such Restricted Definitive Note is being
transferred to a Non-U.S. Person in an offshore transaction in
accordance with Rule 903 or Rule 904 under the Securities Act, a
certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (2) thereof;

(D)     if such Restricted Definitive Note is being
transferred pursuant to an exemption from the registration
requirements of the Securities Act in accordance with Rule 144
under the Securities Act, a certificate to the effect set forth
in Exhibit B hereto, including the certifications in item (3)(a)
thereof;

(E)     if such Restricted Definitive Note is being
transferred to an Institutional Accredited Investor in reliance
on an exemption from the registration requirements of the
Securities Act other than those listed in subparagraphs (B)
through (D) above, a certificate to the effect set forth in
Exhibit B hereto, including the certifications, certificates and
Opinion of Counsel required by item (3) thereof, if applicable;

(F)     if such Restricted Definitive Note is being
transferred to the Company or any of its Subsidiaries, a
certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (3)(b) thereof; or

(G)     if such Restricted Definitive Note is being
transferred pursuant to an effective registration statement
under the Securities Act, a certificate to the effect set forth
in Exhibit B hereto, including the certifications in item (3)(c)
thereof,

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the Trustee shall cancel the Restricted Definitive Note and increase or
cause to be increased the aggregate principal amount of the Restricted
Global Note.

(ii)    Restricted Definitive Notes to Beneficial Interests in
Unrestricted Global Notes. A Holder of a Restricted Definitive Note may
exchange such Note for a beneficial interest in an Unrestricted Global
Note or transfer such Restricted Definitive Note to a Person who takes
delivery thereof in the form of a beneficial interest in an Unrestricted
Global Note only if:

(A)     such exchange or transfer is effected pursuant
to the Exchange Offer in accordance with the Registration Rights
Agreement and the Holder, in the case of an exchange, or the
transferee, in the case of a transfer, certifies in the
applicable Letter of Transmittal that it is not (1) a
broker-dealer, (2) a Person participating in the distribution of
the Exchange Notes or (3) a Person who is an affiliate (as
defined in Rule 144) of the Company;

(B)     such transfer is effected pursuant to the Shelf
Registration Statement in accordance with the Registration
Rights Agreement;

(C)     such transfer is effected by a Broker-Dealer
pursuant to the Exchange Offer Registration Statement in
accordance with the Registration Rights Agreement; or

(D)     the Registrar receives the following:

(1)     if the Holder of such Definitive Notes
proposes to exchange such Notes for a beneficial
interest in the Unrestricted Global Note, a certificate
from such Holder in the form of Exhibit C hereto,
including the certifications in item (1)(c) thereof; or

(2)     if the Holder of such Definitive Notes
proposes to transfer such Notes to a Person who shall
take delivery thereof in the form of a beneficial
interest in the Unrestricted Global Note, a certificate
from such Holder in the form of Exhibit B hereto,
including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if
the Company or the Registrar so requests or if the Applicable
Procedures so require, an Opinion of Counsel in form reasonably
acceptable to the Registrar to the effect that such exchange or
transfer is in compliance with the Securities Act and that the
restrictions on transfer contained herein and in the Private
Placement Legend are no longer required in order to maintain
compliance with the Securities Act.

Upon satisfaction of the conditions of any of the subparagraphs
in this Section 2.06(d)(ii), the Trustee shall cancel the Definitive
Notes and increase or cause to be increased the aggregate principal
amount of the Unrestricted Global Note.

(iii)   Unrestricted Definitive Notes to Beneficial Interests in
Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note
may exchange such Note for a beneficial interest in an Unrestricted
Global Note or transfer such Definitive Notes to a Person who takes
delivery thereof in the form of a beneficial interest in an Unrestricted
Global Note at any time. Upon receipt of a request for such an exchange
or transfer, the Trustee shall cancel the applicable Unrestricted

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Definitive Note and increase or cause to be increased the aggregate
principal amount of one of the Unrestricted Global Notes.

If any such exchange or transfer from a Definitive Note to a
beneficial interest is effected pursuant to subparagraphs (ii)(B),
(ii)(D) or (iii) above at a time when an Unrestricted Global Note has
not yet been issued, the Company shall issue and, upon receipt of an
Authentication Order in accordance with Section 2.02 hereof, the Trustee
shall authenticate one or more Unrestricted Global Notes in an aggregate
principal amount equal to the principal amount of Definitive Notes so
transferred.

(e)     Transfer and Exchange of Definitive Notes for Definitive Notes.
Upon request by a Holder of Definitive Notes and such Holder's compliance with
the provisions of this Section 2.06(e), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting Holder shall present or surrender to the Registrar
the Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.06(e).

(i)     Restricted Definitive Notes to Restricted Definitive
Notes. Any Restricted Definitive Note may be transferred to and
registered in the name of Persons who take delivery thereof in the form
of a Restricted Definitive Note if the Registrar receives the following:

(A)     if the transfer will be made pursuant to Rule
144A under the Securities Act, then the transferor must deliver
a certificate in the form of Exhibit B hereto, including the
certifications in item (1) thereof;

(B)     if the transfer will be made pursuant to Rule
903 or Rule 904, then the transferor must deliver a certificate
in the form of Exhibit B hereto, including the certifications in
item (2) thereof; and

(C)     if the transfer will be made pursuant to any
other exemption from the registration requirements of the
Securities Act, then the transferor must deliver a certificate
in the form of Exhibit B hereto, including the certifications,
certificates and Opinion of Counsel required by item (3)
thereof, if applicable.

(ii)    Restricted Definitive Notes to Unrestricted Definitive
Notes. Any Restricted Definitive Note may be exchanged by the Holder
thereof for an Unrestricted Definitive Note or transferred to a Person
or Persons who take delivery thereof in the form of an Unrestricted
Definitive Note if:

(A)     such exchange or transfer is effected pursuant
to the Exchange Offer in accordance with the Registration Rights
Agreement and the Holder, in the case of an exchange, or the
transferee, in the case of a transfer, certifies in the
applicable Letter of Transmittal that it is not (1) a
broker-dealer, (2) a Person participating in the distribution of
the Exchange Notes or (3) a Person who is an affiliate (as
defined in Rule 144) of the Company;

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(B)     any such transfer is effected pursuant to the
Shelf Registration Statement in accordance with the Registration
Rights Agreement;

(C)     any such transfer is effected by a Broker-Dealer
pursuant to the Exchange Offer Registration Statement in
accordance with the Registration Rights Agreement; or

(D)     the Registrar receives the following:

(1)     if the Holder of such Restricted
Definitive Notes proposes to exchange such Notes for an
Unrestricted Definitive Note, a certificate from such
Holder in the form of Exhibit C hereto, including the
certifications in item (1)(d) thereof; or

(2)     if the Holder of such Restricted
Definitive Notes proposes to transfer such Notes to a
Person who shall take delivery thereof in the form of an
Unrestricted Definitive Note, a certificate from such
Holder in the form of Exhibit B hereto, including the
certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), an
Opinion of Counsel in form reasonably acceptable to the Company
to the effect that such exchange or transfer is in compliance
with the Securities Act and that the restrictions on transfer
contained herein and in the Private Placement Legend are no
longer required in order to maintain compliance with the
Securities Act.

(iii)   Unrestricted Definitive Notes to Unrestricted Definitive
Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes
to a Person who takes delivery thereof in the form of an Unrestricted
Definitive Note. Upon receipt of a request to register such a transfer,
the Registrar shall register the Unrestricted Definitive Notes pursuant
to the instructions from the Holder thereof.

(f)     Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.02, the
Trustee shall authenticate (i) one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by Persons that
certify in the applicable Letters of Transmittal that (x) they are not
broker-dealers, (y) they are not participating in a distribution of the Exchange
Notes and (z) they are not affiliates (as defined in Rule 144) of the Company,
and accepted for exchange in the Exchange Offer and (ii) Definitive Notes in an
aggregate principal amount equal to the principal amount of the Restricted
Definitive Notes accepted for exchange in the Exchange Offer. Concurrently with
the issuance of such Notes, the Trustee shall cause the aggregate principal
amount of the applicable Restricted Global Notes to be reduced accordingly, and
the Company shall execute and the Trustee shall authenticate and deliver to the
Persons designated by the Holders of Definitive Notes so accepted Definitive
Notes in the appropriate principal amount.

(g)     Legends. The following legends shall appear on the face of all
Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.

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(i)     Private Placement Legend.

(A)     Except as permitted by subparagraph (B) below,
each Global Note and each Definitive Note (and all Notes issued
in exchange therefor or substitution thereof) shall bear the
legend in substantially the following form:

"THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT") AND THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR
IN ACCORDANCE WITH AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT (SUBJECT TO THE DELIVERY OF SUCH EVIDENCE, IF ANY, REQUIRED
UNDER THE INDENTURE PURSUANT TO WHICH THIS NOTE IS ISSUED) AND IN ACCORDANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY
OTHER JURISDICTION. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY
NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF
SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER OR ANOTHER
EXEMPTION UNDER THE SECURITIES ACT. THE HOLDER OF THE SECURITY EVIDENCED HEREBY
AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (1)(A) TO A PERSON WHO THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A, (B) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE
SECURITIES ACT, (C) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT OR (D)
IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO
REQUESTS), AS LONG AS THE REGISTRAR RECEIVES A CERTIFICATION OF THE TRANSFEROR
AND AN OPINION OF COUNSEL THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT, (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE JURISDICTION AND
(B) THE HOLDER WILL AND EACH SUBSEQUENT HOLDER IS REQUIRED TO NOTIFY ANY
PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTION SET
FORTH IN (A) ABOVE."

(B)     Notwithstanding the foregoing, any Global Note
or Definitive Note issued pursuant to subparagraphs (b)(iv),
(c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f)
to this Section 2.06 (and all Notes issued in exchange therefor
or substitution thereof) shall not bear the Private Placement
Legend.

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

"THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER 

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ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS
MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE
MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE
INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE
MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF
THE COMPANY."

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

(i)     General Provisions Relating to Transfers and Exchanges.

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

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

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

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

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

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redemption in whole or in part, except the unredeemed portion of any
Note being redeemed in part or (C) to register the transfer of or to
exchange a Note between a record date and the next succeeding Interest
Payment Date.

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

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

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

Section 2.07. Replacement Notes.

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

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

Section 2.08. Outstanding Notes.

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

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

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

If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any thereof) holds, on a redemption date or maturity date, money
sufficient to pay Notes payable on that date, then on 

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and after that date such Notes shall be deemed to be no longer outstanding and
shall cease to accrue interest.

Section 2.09. Treasury Notes.

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

Section 2.10. Temporary Notes.

Until certificates representing Notes are ready for delivery, the
Company may prepare and the Trustee, upon receipt of an Authentication Order,
shall authenticate temporary Notes. Temporary Notes shall be substantially in
the form of certificated Notes but may have variations that the Company
considers appropriate for temporary Notes and as shall be reasonably acceptable
to the Trustee. Without unreasonable delay, the Company shall prepare and the
Trustee shall authenticate definitive Notes in exchange for temporary Notes.

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

Section 2.11. Cancellation.

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

Section 2.12. Defaulted Interest.

If the Company defaults in a payment of interest on the Notes, it shall
pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01 hereof. The Company shall notify the Trustee in writing of
the amount of defaulted interest proposed to be paid on each Note and the date
of the proposed payment. The Company shall fix or cause to be fixed each such
special record date and payment date, provided that no such special record date
shall be less than 10 days prior to the related payment date for such defaulted
interest. At least 15 days before the special record date, the Company (or, upon
the written request of the Company, the Trustee in the name and at the expense
of the Company) shall mail or cause to be mailed to Holders a notice that states
the special record date, the related payment date and the amount of such
interest to be paid.

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ARTICLE 3
REDEMPTION AND PREPAYMENT

Section 3.01. Notices to Trustee.

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

Section 3.02. Selection of Notes to Be Redeemed.

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

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

Section 3.03. Notice of Redemption.

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

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

(a)     the redemption date;

(b)     the redemption price;

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

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

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

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

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

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

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

Section 3.04. Effect of Notice of Redemption.

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

Section 3.05. Deposit of Redemption Price.

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

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

Section 3.06. Notes Redeemed in Part.

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

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Section 3.07. Optional Redemption.

(a)     Except as set forth in clause (b) of this Section 3.07, the
Company shall not have the option to redeem the Notes pursuant to this Section
3.07 prior to May 1, 2004. Thereafter, the Company shall have the option to
redeem the Notes, in whole or in part, at the redemption prices (expressed as
percentages of principal amount) set forth below plus accrued and unpaid
interest and Liquidated Damages thereon, if any, to the applicable redemption
date, if redeemed during the twelve-month period beginning on May 1 of the years
indicated below:

Year                                                                    Percentage
----                                                                    ----------

2004.............................................................        105.250%
2005.............................................................        103.500%
2006.............................................................        101.250%
2007 and thereafter..............................................        100.000%

(b)     Notwithstanding the provisions of clause (a) of this Section
3.07, at any time prior to May 1, 2002, the Company may on any one or more
occasions redeem up to 35% of the aggregate principal amount of Notes originally
issued under this Indenture at a redemption price of 110.50% of the principal
amount thereof, plus accrued and unpaid interest to the redemption date, with
the net cash proceeds of one or more Equity Offerings; provided that (i) at
least $130 million in aggregate principal amount of the Notes remains
outstanding immediately after the occurrence of such redemption (excluding Notes
held by the Company and its Subsidiaries), and (ii) such redemption occurs
within 45 days of the date of the closing of such Equity Offering.

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

Section 3.08. Mandatory Redemption.

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

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

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

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

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Asset Sale Offer. Payment for any Notes so purchased shall be made in the same
manner as interest payments are made.

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

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

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

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

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

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

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

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

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

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

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

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

Other than as specifically provided in this Section 3.09, any purchase
pursuant to this Section 3.09 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof.

ARTICLE 4
COVENANTS

Section 4.01. Payment of Notes.

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

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

Section 4.02. Maintenance of Office or Agency.

The Company shall maintain in The Borough of Manhattan, The City of New
York, an office or agency (which may be an office of the Trustee or an Affiliate
of the Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of the Notes and this Indenture may be served. The

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Company shall give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee.

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

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

Section 4.03. Reports.

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

(b)     For so long as any Notes remain outstanding, the Company shall
furnish to the Holders and to securities analysts and prospective investors,
upon their request, the information required to be delivered pursuant to Rule
144A(d)(4) under the Securities Act.

Section 4.04. Compliance Certificate.

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

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

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

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

Section 4.05. Taxes.

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

Section 4.06. Stay, Extension and Usury Laws.

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

Section 4.07. Restricted Payments.

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

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

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

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

(c)     such Restricted Payment, together with the aggregate amount of
all other Restricted Payments made by the Company and its Restricted
Subsidiaries after the date of this Indenture (excluding Restricted Payments
permitted by clauses (ii), (iii), (iv), (vii) and (ix) of the next succeeding
paragraph), is less than the sum, without duplication, of (i) 50% of the
Consolidated Net Income of the Company for the period (taken as one accounting
period) from the beginning of the first fiscal quarter commencing after the date
of this Indenture to the end of the Company's most recently ended fiscal quarter
for which internal financial statements are available at the time of such
Restricted Payment (or, if such Consolidated Net Income for such period is a
deficit, less 100% of such deficit), plus (ii) 100% of the aggregate net cash
proceeds received by the Company since the date of this Indenture as a
contribution to its common equity capital or from the issue or sale of Equity
Interests of the Company (other than Disqualified Stock) (other than Equity
Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the
Company), plus (iii) to the extent that any Restricted Investment that was made
after the date of this Indenture is sold for cash or otherwise liquidated or
repaid for cash, the lesser of (A) the cash return of capital with respect to
such Restricted Investment (less the cost of disposition, if any) and (B) the
initial amount of such Restricted Investment, plus (iv) the amount by which (A)
Indebtedness (other than Disqualified Stock) of the Company or any Restricted
Subsidiary issued after the date of issuance of the Notes is reduced on the
Company's consolidated balance sheet (if prepared in accordance with GAAP as of
the date of determination) and (B) Disqualified Stock of the Company issued
after the date of issuance of the Notes (held by any Person other than any
Restricted Subsidiary) is reduced (measured with reference to its redemption or
repurchase price), in each case, as a result of the conversion or exchange of
any such Indebtedness or Disqualified Stock into Equity Interests (other than
Disqualified Stock) of the Company, less, in each case, any cash distributed by
the Company upon such conversion or exchange, plus (v) to the extent that any
Investment in any Unrestricted Subsidiary that was made after the date of this
Indenture is sold for cash or otherwise liquidated, repaid for cash or such
Unrestricted Subsidiary is converted into a Restricted Subsidiary, the lesser of
(A) an amount equal to the sum of (I) the net reduction in Investments in
Unrestricted Subsidiaries resulting from dividends, repayments of loans or
advances or other transfers of assets, in each case to the Company or any
Restricted Subsidiary from Unrestricted Subsidiaries, and (II) the fair market
value of the net assets of an Unrestricted Subsidiary at the time such
Unrestricted Subsidiary is designated a Restricted Subsidiary, 

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and (B) the remaining amount of the Investment in such Unrestricted Subsidiary
which has not been repaid or converted into cash or assets.

The preceding provisions will not prohibit: (i) the payment of any
dividend within 60 days after the date of declaration thereof, if at the date of
declaration no Default has occurred and is continuing or would be caused thereby
and such payment would have complied with the provisions of this Indenture, (ii)
the making of any payment on or with respect to, or in connection with, the
redemption, repurchase, retirement, defeasance or other acquisition of, any
Indebtedness of the Company or any Restricted Subsidiary that is subordinated to
the Notes or of any Equity Interests of the Company or any Restricted Subsidiary
in exchange for, or out of the net cash proceeds of the substantially concurrent
sale (other than to a Subsidiary of the Company) of, Equity Interests (other
than Disqualified Stock) of the Company or any subordinated Indebtedness of the
Company; provided that the amount of any such net cash proceeds that are
utilized for any such redemption, repurchase, retirement, defeasance or other
acquisition shall be excluded from clause (c)(2) of the preceding paragraph,
(iii) the making of any payment on or with respect to, or in connection with,
the defeasance, redemption, repurchase or other acquisition of Indebtedness of
the Company or any Restricted Subsidiary that is subordinated to the Senior
Notes with the net cash proceeds from the incurrence of Permitted Refinancing
Indebtedness, (iv) the payment of any dividend by a Restricted Subsidiary of the
Company to the holders of its common Capital Stock on a pro rata basis, (v) so
long as no Default has occurred and is continuing or would be caused thereby,
the repurchase, redemption or other acquisition or retirement for value of any
Equity Interests of the Company or any Restricted Subsidiary of the Company held
by any employee of the Company or any Restricted Subsidiary pursuant to any
employee equity subscription agreement, stock ownership plan or stock option
agreement in effect from time to time; provided that the aggregate price paid
for all such repurchased, redeemed, acquired or retired Equity Interests shall
not exceed $2.0 million in any twelve-month period and $10.0 million in the
aggregate, (vi) the making of any payment on or with respect to, or repurchase,
redemption, defeasance or other acquisition or retirement for value of the
Convertible Notes in connection with (A) so long as no Event of Default has
occurred and is continuing or would be caused thereby, an optional redemption of
the Convertible Notes on or after May 3, 2001 pursuant to the terms thereof, or
(B) the honoring by the Company of any conversion request by a holder of the
Convertible Notes (including the payment by the Company of any cash in lieu of
fractional shares) in accordance with their terms, (vii) that portion of
Investments the payment for which consists exclusively of Equity Interests
(other than Disqualified Stock) of the Company, (viii) so long as no Default has
occurred and is continuing or would be caused thereby, other Restricted Payments
in an aggregate amount not to exceed $25.0 million, (ix) the repurchase of
Equity Interests of the Company that may be deemed to occur upon the exercise of
stock options if such Equity Interests represent a portion of the exercise price
thereof, and (x) any payments to one or more shareholders of the Company in
connection with settling shareholder obligations for income taxes in respect of
tax periods ending prior to the conversion of the Company from "S" corporation
status to "C" corporation status.

The amount of all Restricted Payments (other than cash) shall be the
fair market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by the Company or such
Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.
The fair market value of any assets or securities that are required to be valued
by this covenant with a fair market value in excess of $1.0 million but less
than $5.0 million shall be evidenced by an Officer's Certificate which shall be
delivered to the Trustee. The fair market value of any assets or securities that
are required to be valued by this covenant with a fair market value in excess of
$5.0 million shall be determined by the Board of Directors whose resolution with
respect thereto shall be delivered to the Trustee. Not later 

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than the date of making any Restricted Payment, the Company shall deliver to the
Trustee an Officers' Certificate stating that such Restricted Payment is
permitted and setting forth the basis upon which the calculations required by
this Section 4.07 were computed, together with a copy of any fairness opinion or
appraisal required by this Indenture.

Section 4.08. Dividend and Other Payment Restrictions Affecting Subsidiaries.

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

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

The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "incur") any Indebtedness (including Acquired
Debt), and the Company will not issue any Disqualified Stock and will not permit
any of its Restricted Subsidiaries to issue any shares of preferred stock;
provided, however, that the Company and any Restricted Subsidiary that is a
Guarantor may incur Indebtedness (including Acquired Debt), and the Company may
issue Disqualified Stock, and any Restricted Subsidiary that is a Guarantor may
issue preferred stock, if the Consolidated Interest Expense Coverage Ratio for
the Company's most recently ended four full fiscal quarters (the "Reference
Period") for which internal financial statements are available immediately
preceding the date on which such additional Indebtedness is incurred or such
Disqualified Stock is issued would have been at least 2.5 to 1, determined on a
pro forma basis (including a pro forma application of the net proceeds
therefrom), as if the additional Indebtedness had been incurred, or the
Disqualified Stock or preferred stock had been issued, as the case may be, at
the beginning of such four-quarter period.

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

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

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

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

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

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

(vi)    the incurrence by the Company or any of its Restricted
Subsidiaries of intercompany Indebtedness between or among the Company
and any of its Restricted Subsidiaries; provided, however, that: (a) if
the Company or any Guarantor is the obligor on such Indebtedness

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and such Indebtedness is in favor of a Restricted Subsidiary other than
a Wholly Owned Restricted Subsidiary, such Indebtedness must be
expressly subordinated to the prior payment in full in cash of all
Obligations with respect to the Notes and all Senior Debt, in the case
of the Company, or the Note Guarantee and all Senior Debt of such
Guarantor, in the case of a Guarantor, and (b)(I) any subsequent
issuance or transfer of Equity Interests that results in any such
Indebtedness being held by a Person other than the Company or a Wholly
Owned Restricted Subsidiary thereof and (II) any sale or other transfer
of any such Indebtedness to a Person that is not either the Company or a
Wholly Owned Restricted Subsidiary thereof shall be deemed, in each
case, to constitute an incurrence of such Indebtedness by the Company or
such Restricted Subsidiary, as the case may be, that was not permitted
by this clause (vi);

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

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

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

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

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

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

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

(xiv)   the incurrence by the Company or any of its Restricted
Subsidiaries of additional Indebtedness in an aggregate principal amount
(or accreted value, as applicable) at any time outstanding, including
all Permitted Refinancing Indebtedness incurred to refund, refinance or
replace any Indebtedness incurred pursuant to this clause (xiv), not to
exceed $25.0 million.

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

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

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

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

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

Section 4.10. Asset Sales.

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

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Notwithstanding the foregoing, the following shall not be deemed to be
Asset Sales: (i) any single transaction or series of related transactions that
(a) involves assets having a fair market value of less than $2.0 million or (b)
results in net proceeds to the Company and its Restricted Subsidiaries of less
than $2.0 million, (ii) a transfer of assets between or among the Company and
any Restricted Subsidiary, (iii) an issuance of Equity Interests by a Restricted
Subsidiary to the Company or to another Wholly Owned Restricted Subsidiary, (iv)
the sale, lease, conveyance or other disposition of any Receivable Program
Assets by the Company or any Restricted Subsidiary in connection with a
Receivables Program, (v) the sale, lease, conveyance or other disposition of any
inventory, receivables or other current assets by the Company or any of its
Restricted Subsidiaries in the ordinary course of business, (vi) the granting of
a Permitted Lien, (vi) the licensing by the Company or any Restricted Subsidiary
of intellectual property in the ordinary course of business or on commercially
reasonable terms, (vii) the sale, lease, conveyance or other disposition of
obsolete or worn out equipment or equipment no longer useful in the Company's
business, and (viii) the making or liquidating of any Restricted Payment or
Permitted Investment that is permitted by Section 4.07 hereof.

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

Section 4.11. Transactions with Affiliates.

The Company will not, and will not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or Guarantee with, or for the benefit
of, any Affiliate (each, an "Affiliate Transaction"), unless: (a) such Affiliate
Transaction (when viewed together with related Affiliate Transactions, if any)
is on terms that are no less favorable to the Company or the relevant Restricted
Subsidiary than those that would have been obtained in a comparable transaction
by the Company or such Restricted Subsidiary with an unrelated Person, and (b)
the Company delivers to the Trustee (i) with respect to any Affiliate
Transaction or series of related Affiliate Transactions involving aggregate
consideration in excess of $10.0 million, a resolution of the Board of Directors
set forth in an Officers' 

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Certificate certifying that such Affiliate Transaction complies with this
covenant and that such Affiliate Transaction has been approved by a majority of
the disinterested members of the Board of Directors (of which there must be at
least one), and (ii) with respect to any Affiliate Transaction or series of
related Affiliate Transactions involving aggregate consideration in excess of
$25.0 million, an opinion as to the fairness to the Holders of such Affiliate
Transaction from a financial point of view issued by an accounting, appraisal or
investment banking firm of national standing; provided that (x) the Company and
its Restricted Subsidiaries may enter into Affiliate Transactions pursuant to
the Supply Agreement, the Foundry Agreement, the Asset Purchase Agreement, the
Transition Services Agreement and the Intellectual Property Rights Licensing
Agreement, and may amend, modify and supplement such agreements from time to
time, so long as the Company shall have determined that any such amendment,
modification or supplement will not have a material adverse economic effect on
the Company and its Subsidiaries, taken as a whole, and (y) the Company and its
Restricted Subsidiaries may only enter into transactions pursuant to the Supply
Agreement, the Foundry Agreement, the Asset Purchase Agreement, the Transition
Services Agreement and the Intellectual Property Rights Licensing Agreement, and
amend, modify and supplement such agreements from time to time, in circumstances
in which clause (x) is not applicable, if a majority of the disinterested
members of the Board of Directors (of which there must be at least one) shall
have approved such transaction, amendment, modification or supplement; provided,
further, that in the case of both clauses (x) and (y), the Company shall deliver
to the Trustee within 30 days of such transaction, amendment, modification or
supplement an Officer's Certificate (1) describing the transaction, amendment,
modification or supplement approved, (2) in the case of transactions,
amendments, modifications and supplements to which clause (x) is applicable,
setting forth the determination of the Company required pursuant to clause (x),
and (3) in the case of transactions, amendments, modifications and supplements
to which clause (y) is applicable, attaching a resolution of the Board of
Directors certifying that such Affiliate Transaction complies with this
covenant.

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

(a)     any employment agreement or arrangement entered into by the
Company or any of its Restricted Subsidiaries or any employee benefit plan
available to employees of the Company and its Subsidiaries generally, in each
case in the ordinary course of business and consistent with the past practice of
the Company or such Restricted Subsidiary;

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

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

(d)     any Affiliate Transactions pursuant to which the Company makes
short-term advances or otherwise makes short-term loans to Anam Semiconductor,
Inc., which advances or loans are to be repaid by Anam Semiconductor, Inc. (i)
within three months from the date of such advance or loan and (ii) by offsets by
the Company of amounts payable by the Company to Anam Semiconductor, Inc.
pursuant to the Supply Agreements, if a majority of the disinterested members of
the Board of Directors (of which there must be at least one) shall have approved
such transaction, amendment, modification or supplement; provided that the total
amount of such advances and loans outstanding at any one time shall not exceed
$50.0 million; and

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

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

Section 4.12. Liens.

The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, assume or suffer to
exist any Lien of any kind securing Indebtedness on any asset now owned or
hereafter acquired, except Permitted Liens and Liens securing Senior Debt that
was permitted to be incurred under the terms of this Indenture, unless (a) in
the case of Liens securing Indebtedness that is expressly subordinate or junior
in right of payment to the Notes, the Notes are secured by a Lien on such assets
that is senior in priority to such Liens, and (b) in all other cases, the Notes
are equally and ratably secured with the obligations so secured, in each case,
for as long as such Indebtedness will be so secured.

Section 4.13. Corporate Existence.

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

Section 4.14. Offer to Repurchase Upon Change of Control.

(a)     Upon the occurrence of a Change of Control, the Company shall
make an offer (a "Change of Control Offer") to each Holder to repurchase all or
any part (equal to $1,000 or an integral multiple thereof) of each Holder's
Notes at a purchase price equal to 101% of the aggregate principal amount
thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any,
to the date of purchase (the "Change of Control Payment"). Within 30 days
following any Change of Control, the Company shall mail a notice to each Holder
stating: (i) that the Change of Control Offer is being made pursuant to this
Section 4.14 and that all Notes tendered will be accepted for payment, (ii) the
purchase price and the purchase date, which shall be no later than 30 business
days from the date such notice is mailed (the "Change of Control Payment Date"),
(iii) that any Note not tendered will continue to accrue interest, (iv) that,
unless the Company defaults in the payment of the Change of Control Payment, all
Notes accepted for payment pursuant to the Change of Control Offer shall cease
to accrue interest after 

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the Change of Control Payment Date, (v) that Holders electing to have any Notes
purchased pursuant to a Change of Control Offer will be required to surrender
the Notes, with the form entitled "Option of Holder to Elect Purchase" on the
reverse of the Notes completed, to the Paying Agent at the address specified in
the notice prior to the close of business on the third Business Day preceding
the Change of Control Payment Date, (vi) that Holders will be entitled to
withdraw their election if the Paying Agent receives, not later than the close
of business on the second Business Day preceding the Change of Control Payment
Date, a telegram, telex, facsimile transmission or letter setting forth the name
of the Holder, the principal amount of Notes delivered for purchase, and a
statement that such Holder is withdrawing his election to have the Notes
purchased, and (vii) that Holders whose Notes are being purchased only in part
will be issued new Notes equal in principal amount to the unpurchased portion of
the Notes surrendered, which unpurchased portion must be equal to $1,000 in
principal amount or an integral multiple thereof. The Company shall comply with
the requirements of Rule 14e-1 under the Exchange Act and any other securities
laws and regulations thereunder to the extent such laws and regulations are
applicable in connection with the repurchase of Notes in connection with a
Change of Control.

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

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

Section 4.15. No Senior Subordinated Debt.

Notwithstanding the provisions of Section 4.09 hereof, (a) the Company
shall not incur, create, issue, assume, guarantee or otherwise become liable for
any Indebtedness that is subordinate or junior in right of payment to any Senior
Debt of the Company and senior in any respect in right of payment to the Notes,
and (b) no Guarantor shall incur, create, issue, assume, guarantee or otherwise
become liable for any Indebtedness that is subordinate or junior in right of
payment to any Senior Debt of such Guarantor and senior in any respect in right
of payment to the Note Guarantees. The foregoing limitation shall not apply to
distinctions between items of Senior Debt that exist by reason of any Liens,
Guarantees, maturity of payments or structural seniority.

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Section 4.16.   Limitation on Issuances and Sales of Capital Stock of Wholly 
Owned Subsidiaries.

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

Section 4.17. Payments for Consent.

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

Section 4.18. Additional Note Guarantees.

If the Company or any of its Restricted Subsidiaries shall acquire,
create or capitalize a Domestic Subsidiary after the date of this Indenture that
is a Significant Subsidiary, then that newly acquired, created or capitalized
Subsidiary shall execute and deliver a Note Guarantee in the form of a
Supplemental Indenture and deliver an Opinion of Counsel, in accordance with the
terms of this Indenture, to the Trustee within 10 Business Days of the date on
which it was acquired, created or capitalized. Each Note Guarantee shall be
subordinated to the prior payment in full of all Senior Debt of that Guarantor,
and senior in right of payment to any future subordinated Indebtedness of such
Guarantor. The form of such Note Guarantee is attached as Exhibit E hereto.

Section 4.19. Designation of Restricted and Unrestricted Subsidiaries.

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

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Directors may redesignate any Unrestricted Subsidiary to be a Restricted
Subsidiary if the redesignation would not cause a Default hereunder.

ARTICLE 5
SUCCESSORS

Section 5.01. Merger, Consolidation, or Sale of Assets.

The Company shall not, directly or indirectly, consolidate or merge with
or into another Person (whether or not the Company is the surviving corporation)
or sell, assign, transfer, convey or otherwise dispose of all or substantially
all of its properties or assets, in one or more related transactions, to another
Person, unless (i) the Company is the surviving corporation or the Person formed
by or surviving any such consolidation or merger (if other than the Company) or
to which such sale, assignment, transfer, conveyance or other disposition shall
have been made is a corporation organized or existing under the laws of the
United States, any state thereof or the District of Columbia, (ii) the Person
formed by or surviving any such consolidation or merger (if other than the
Company) or the Person to which such sale, assignment, transfer, conveyance or
other disposition shall have been made assumes all the obligations of the
Company under the Registration Rights Agreement, the Notes and this Indenture
pursuant to a supplemental indenture in a form reasonably satisfactory to the
Trustee, (iii) immediately after such transaction no Default or Event of Default
exists, (iv) except in the case of the amalgamation, consolidation or merger of
the Company with or into a Wholly Owned Restricted Subsidiary or with or into
any Person solely for the purpose of effecting a change in the state of
incorporation of the Company, the Company or the Person formed by or surviving
any such consolidation or merger (if other than the Company) shall, on the date
of such transaction after giving pro forma effect thereto and any related
financing transactions as if the same had occurred at the beginning of the
applicable four-quarter period, be permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Consolidated Interest Expense Coverage
Ratio test set forth in the first paragraph of Section 4.09 hereof, and (v) the
Company shall have delivered to the Trustee an Officer's Certificate stating
that such consolidation, merger, sale, assignment, transfer, conveyance or other
disposition complies with this Indenture. In addition, the Company shall not,
directly or indirectly, lease all or substantially all of its properties or
assets, in one or more related transactions, to any other Person. The provisions
of this Section 5.01 shall not be applicable to a sale, assignment, transfer,
conveyance or other disposition of assets by the Company to any of its Wholly
Owned Restricted Subsidiaries.

Section 5.02. Successor Corporation Substituted.

Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of the Company in accordance with Section 5.01 hereof, the successor corporation
formed by such consolidation or into or with which the Company is merged or to
which such sale, assignment, transfer, lease, conveyance or other disposition is
made shall succeed to, and be substituted for (so that from and after the date
of such consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the "Company" shall refer instead to
the successor corporation and not to the Company), and may exercise every right
and power of the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; provided, however, that
the predecessor Company shall not be relieved 

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from the obligation to pay the principal of and interest on the Notes except in
the case of a sale of all of the Company's assets that meets the requirements of
Section 5.01 hereof.

ARTICLE 6
DEFAULTS AND REMEDIES

Section 6.01. Events of Default.

An "Event of Default" occurs if:

(a)     the Company defaults in the payment when due of interest on, or
Liquidated Damages with respect to, the Notes and such default continues for a
period of 30 days;

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

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

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

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

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

(g)     the Company or any of its Significant Subsidiaries or any group
of Significant Subsidiaries that, taken as a whole, would constitute a
Significant Subsidiary to or within the meaning of 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, or

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

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

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

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

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

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

Section 6.02. Acceleration.

If any Event of Default (other than an Event of Default specified in
clause (g) or (h) of Section 6.01 hereof with respect to the Company, any
Significant Subsidiary or any group of Significant Subsidiaries that, taken as a
whole, would constitute a Significant Subsidiary) occurs and is continuing, the
Trustee or the Holders of at least 25% in principal amount of the then
outstanding Notes may declare all the Notes to be due and payable immediately.
Upon any such declaration, the Notes shall become due and payable immediately.
Notwithstanding the foregoing, if an Event of Default specified in clause (g) or
(h) of Section 6.01 hereof occurs with respect to the Company, any of its
Significant Subsidiaries or any group of Subsidiaries that, taken as a whole,
would constitute a Significant Subsidiary, all outstanding Notes shall be due
and payable immediately without further action or notice. The Holders of a
majority in aggregate principal amount of the then outstanding Notes by written
notice to the Trustee may on behalf of all of the Holders rescind an
acceleration and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default (except nonpayment of
principal, interest or premium that has become due solely because of the
acceleration) have been cured or waived.

If an Event of Default occurs on or after May 1, 2004 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 that the Company would
have had to pay if the Company had elected to redeem the Notes 

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pursuant to the optional redemption provisions hereof, then, upon acceleration
of the Notes, a premium equivalent to the premium that the Company would have
had to pay if the Company then had elected to redeem the Notes pursuant to
Section 3.07 hereof shall also become and be immediately due and payable, to the
extent permitted by law, anything in this Indenture or in the Notes to the
contrary notwithstanding. If an Event of Default occurs prior to May 1, 2004 by
reason of any willful action (or inaction) taken (or not taken) by or on behalf
of the Company to encourage or induce the Holders of the Notes to accelerate the
Notes to be due and payable immediately with the intention of avoiding the
prohibition on redemption of the Notes prior to such date, then, upon
acceleration of the Notes, an additional premium shall also become and be
immediately due and payable in an amount, for each of the years beginning on May
1 of the years set forth below, as set forth below (expressed as a percentage of
the principal amount of the Notes on the date of payment that would otherwise be
due but for the provisions of this sentence):

YEAR                                                         PERCENTAGE
----                                                         ----------

1999.....................................................      110.50%
2000.....................................................      109.45%
2001.....................................................      108.40%
2002.....................................................      107.35%
2003.....................................................      106.30%

Section 6.03. Other Remedies.

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

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

Section 6.04. Waiver of Past Defaults.

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

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Section 6.05. Control by Majority.

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

Section 6.06. Limitation on Suits.

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

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

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

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

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

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

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

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

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

Section 6.08. Collection Suit by Trustee.

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

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Section 6.09. Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other papers
or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property and shall
be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.07 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10. Priorities.

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

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

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

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

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

Section 6.11. Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require 

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the filing by any party litigant in the suit of an undertaking to pay the costs
of the suit, and the court in its discretion may assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in the suit,
having due regard to the merits and good faith of the claims or defenses made by
the party litigant. This Section does not apply to a suit by the Trustee, a suit
by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of
more than 10% in principal amount of the then outstanding Notes.

ARTICLE 7
TRUSTEE

Section 7.01. Duties of Trustee.

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

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

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

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

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

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

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

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

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

(e)     No provision of this Indenture shall require the Trustee to
expend or risk its own funds or incur any liability. The Trustee shall be under
no obligation to exercise any of its rights and powers 

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under this Indenture at the request of any Holders, unless such Holder shall
have offered to the Trustee security and indemnity satisfactory to it against
any loss, liability or expense.

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

Section 7.02. Rights of Trustee.

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

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

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

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

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

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

Section 7.03. Individual Rights of Trustee.

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

Section 7.04. Trustee's Disclaimer.

The Trustee shall not be responsible for and makes no representation as
to the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company's use of the 

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

Section 7.05. Notice of Defaults.

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

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

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

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

Section 7.07. Compensation and Indemnity.

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

The Company shall indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the
costs and expenses of enforcing this Indenture against the Company (including
this Section 7.07) and defending itself against any claim (whether asserted by
the Company or any Holder or any other person) or liability in connection with
the exercise or performance of any of its powers or duties hereunder, except to
the extent any such loss, liability or expense may be attributable to its
negligence or bad faith. The Trustee shall notify the Company promptly of any
claim for which it may seek indemnity. Failure by the Trustee to so notify the
Company shall not relieve the Company of 

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its obligations hereunder. The Company shall defend the claim and the Trustee
shall cooperate in the defense. The Trustee may have separate counsel and the
Company shall pay the reasonable fees and expenses of such counsel. The Company
need not pay for any settlement made without its consent, which consent shall
not be unreasonably withheld.

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

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

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

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

Section 7.08. Replacement of Trustee.

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

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

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

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

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

(d)     the Trustee becomes incapable of acting.

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

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

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

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

Section 7.09. Successor Trustee by Merger, etc.

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

Section 7.10. Eligibility; Disqualification.

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

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

Section 7.11. Preferential Collection of Claims Against Company.

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

ARTICLE 8
LEGAL DEFEASANCE AND COVENANT DEFEASANCE

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

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

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Section 8.02. Legal Defeasance and Discharge.

Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from its obligations with respect to all outstanding Notes on the
date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, Legal Defeasance means that the Company shall be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes, which shall thereafter be deemed to be "outstanding" only for
the purposes of Section 8.05 hereof and the other Sections of this Indenture
referred to in (a) and (b) below, and to have satisfied all its other
obligations under such Notes and this Indenture (and the Trustee, on demand of
and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder: (a) the rights of Holders of
outstanding Notes to receive solely from the trust fund described in Section
8.04 hereof, and as more fully set forth in such Section, payments in respect of
the principal of, premium, if any, interest and Liquidated Damages, if any, on
such Notes when such payments are due, (b) the Company's obligations with
respect to such Notes under Article 2 and Section 4.02 hereof and under the
Registration Rights Agreement with respect to the registration of Notes, (c) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and the
Company's obligations in connection therewith and (d) this Article Eight.
Subject to compliance with this Article 8, the Company may exercise its option
under this Section 8.02 notwithstanding the prior exercise of its option under
Section 8.03 hereof.

Section 8.03. Covenant Defeasance.

Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be released from its
obligations under the covenants contained in Sections 4.07, 4.08, 4.09, 4.10,
4.11, 4.12, 4.14, 4.15, 4.16, 4.17, 4.18 and 4.19 hereof and clause (iv) of
Section 5.01 hereof with respect to the outstanding Notes on and after the date
the conditions set forth in Section 8.04 are satisfied (hereinafter, "Covenant
Defeasance"), and the Notes shall thereafter be deemed not "outstanding" for the
purposes of any direction, waiver, consent or declaration or act of Holders (and
the consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event of Default under Section 6.01
hereof, but, except as specified above, the remainder of this Indenture and such
Notes shall be unaffected thereby. In addition, upon the Company's exercise
under Section 8.01 hereof of the option applicable to this Section 8.03 hereof,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
Sections 6.01(c) through 6.01(f) hereof shall not constitute Events of Default.

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Section 8.04. Conditions to Legal or Covenant Defeasance.

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

In order to exercise either Legal Defeasance or Covenant Defeasance:

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

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

(c)     in the case of an election under Section 8.03 hereof, the
Company shall have delivered to the Trustee an Opinion of Counsel in the United
States reasonably acceptable to the Trustee confirming that the Holders of the
outstanding Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Covenant Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Covenant Defeasance had not occurred;

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

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

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

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

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

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

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

Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium, if any, and interest, but
such money need not be segregated from other funds except to the extent required
by law.

The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.04 hereof or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

Anything in this Article 8 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon the request of the
Company any money or non-callable Government Securities held by it as provided
in Section 8.04 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
8.04(a) hereof), are in excess of the amount thereof that would then be required
to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06. Repayment to Company.

Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, premium, if any,
or interest on any Note and remaining unclaimed for two years after such
principal, and premium, if any, or interest has become due and payable shall be
paid to the Company on its request or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Note shall thereafter look
only to the Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
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Company cause to be published once, in the New York Times and The Wall Street
Journal (national edition), notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days from the
date of such notification or publication, any unclaimed balance of such money
then remaining will be repaid to the Company.

Section 8.07. Reinstatement.

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

ARTICLE 9
AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01. Without Consent of Holders of Notes.

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

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

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

(c)     to provide for the assumption of the Company's or a Guarantor's
obligations to the Holders of the Notes by a successor to the Company pursuant
to Article 5 or Article 12 hereof;

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

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

(f)     to provide for the issuance of Additional Notes in accordance
with the limitations set forth in this Indenture as of the date hereof; or

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

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

Section 9.02. With Consent of Holders of Notes.

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

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

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

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

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

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

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

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

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

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

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

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

Section 9.03. Compliance with Trust Indenture Act.

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

Section 9.04. Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes effective, a consent to
it by a Holder of a Note is a continuing consent by the Holder of a Note and
every subsequent Holder of a Note or portion of a Note that evidences the same
debt as the consenting Holder's Note, even if notation of the consent is not
made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

Section 9.05. Notation on or Exchange of Notes.

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

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

Section 9.06. Trustee to Sign Amendments, etc.

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

ARTICLE 10
SUBORDINATION

Section 10.01. Agreement to Subordinate.

The Company agrees, and each Holder by accepting a Note agrees, that the
Indebtedness evidenced by the Notes is subordinated in right of payment, to the
extent and in the manner provided in this Article 10, to the prior payment in
full of all Senior Debt, including the Senior Notes (whether outstanding on the
date hereof or hereafter created, incurred, assumed or guaranteed), and that the
subordination is for the benefit of the holders of Senior Debt. The Notes shall
be "Designated Senior Debt" for purposes of the indenture governing the
Company's Convertible Notes.

Section 10.02. 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:

(i)     holders of Senior Debt shall be entitled to receive
payment in full of all Obligations due in respect of such Senior Debt
(including interest, expense reimbursements and indemnities after the
commencement of any such proceeding at the rate specified in the
applicable Senior Debt, whether or not such claims are allowed,
allowable or enforceable in such proceeding and even if disallowed
therein) before Holders of the Notes shall be entitled to receive any
payment with respect to the Notes (except that Holders may receive (A)
Permitted Junior Securities and (B) payments and other distributions
made from any defeasance trust created pursuant to Section 8.01 hereof);
and

(ii)    until all Obligations with respect to Senior Debt (as
provided in clause (i) above) are paid in full, any distribution to
which Holders would be entitled but for this Article 10 shall be made to
holders of Senior Debt (except that Holders of Notes may receive (A)
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and (B) payments and other distributions made from any defeasance trust
created pursuant to Section 8.01 hereof), as their interests may appear.

Section 10.03. Default on Designated Senior Debt.

(a)     The Company may not make any payment or distribution to the
Trustee or any Holder in respect of Obligations with respect to the Notes and
may not acquire from the Trustee or any Holder any Notes for cash or property
(other than (A) Permitted Junior Securities and (B) payments and other
distributions made from any defeasance trust created pursuant to Section 8.01
hereof) until all principal and other Obligations with respect to the Senior
Debt have been paid in full if:

(i)     a default in the payment of any principal or other
Obligations with respect to Senior Debt, including the Senior Notes,
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 the
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 10.11 hereof. If the Trustee
receives any such Payment Blockage Notice, no subsequent Payment
Blockage Notice shall be effective for purposes of this Section unless
and until (A) at least 360 days shall have elapsed since the
effectiveness of the immediately prior Payment Blockage Notice and (B)
all scheduled payments of principal, premium, if any, and interest on
the Notes that have come due have been paid in full in cash. No
nonpayment default that existed or was continuing on the date of
delivery of any Payment Blockage Notice to the Trustee shall be, or be
made, the basis for a subsequent Payment Blockage Notice unless such
default shall have been cured or waived for a period of not less than
180 days.

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

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

(ii)    in the case of a default referred to in clause (ii) of
Section 10.03(a) hereof, 179 days pass after notice is received if the
maturity of such Designated Senior Debt has not been accelerated,

if this Article 10 otherwise permits the payment, distribution or acquisition at
the time of such payment or acquisition.

Section 10.04. Acceleration of Securities.

If payment of the Notes is accelerated because of an Event of Default,
the Company shall promptly notify holders of Senior Debt of the acceleration.

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Section 10.05. When Distribution Must Be Paid Over.

In the event that the Trustee or any Holder receives any payment of any
Obligations with respect to the Notes at a time when the Trustee or such Holder,
as applicable, has actual knowledge that such payment is prohibited by Section
10.03 hereof, such payment shall be held by the Trustee or such Holder, in trust
for the benefit of, and shall be paid forthwith over and delivered, upon written
request, to, the holders of Senior Debt as their interests may appear or their
Representative under the indenture or other agreement (if any) pursuant to which
Senior Debt may have been issued, as their respective interests may appear, for
application to the payment of all Obligations with respect to Senior Debt
remaining unpaid to the extent necessary to pay such Obligations in full in
accordance with their terms, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Debt.

With respect to the holders of Senior Debt, the Trustee undertakes to
perform only such obligations on the part of the Trustee as are specifically set
forth in this Article 10, 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 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 10, except if such payment is made as a
result of the willful misconduct or gross negligence of the Trustee.

Section 10.06. Notice by Company.

The Company shall promptly notify the Trustee and the Paying Agent of
any facts known to the Company that would cause a payment of any Obligations
with respect to the Notes to violate this Article 10, but failure to give such
notice shall not affect the subordination of the Notes to the Senior Debt as
provided in this Article 10.

Section 10.07. Subrogation.

After all Senior Debt is paid in full and until the Notes are paid in
full, Holders of Notes shall be subrogated (equally and ratably with all other
Indebtedness pari passu with the Notes) to the rights of holders of Senior Debt
to receive distributions applicable to Senior Debt to the extent that
distributions otherwise payable to the Holders of Notes have been applied to the
payment of Senior Debt. A distribution made under this Article 10 to holders of
Senior Debt that otherwise would have been made to Holders of Notes is not, as
between the Company and Holders, a payment by the Company on the Notes.

Section 10.08. Relative Rights.

This Article 10 defines the relative rights of Holders of Notes and
holders of Senior Debt. Nothing in this Indenture shall:

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

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

(iii)   prevent the Trustee or any Holder of Notes from
exercising its available remedies upon a Default or Event of Default,
subject to the rights of holders and owners of Senior Debt to receive
distributions and payments otherwise payable to Holders of Notes.

If the Company fails because of this Article 10 to pay principal of or
interest on a Note on the due date, the failure is still a Default or Event of
Default.

Section 10.09. Subordination May Not Be Impaired by Company.

No right of any holder of Senior Debt to enforce the subordination of
the Indebtedness evidenced by the Notes shall be impaired by any act or failure
to act by the Company or any Holder or by the failure of the Company or any
Holder to comply with this Indenture.

Section 10.10. 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 10, the Trustee and the Holders of Notes shall be entitled to rely
upon any order or decree made by any court of competent jurisdiction or upon any
certificate of such Representative or of the liquidating trustee or agent or
other Person making any distribution to the Trustee or to the Holders of Notes
for the purpose of ascertaining the Persons entitled to participate in such
distribution, the holders of the Senior Debt and other Indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article 10.

Section 10.11. Rights of Trustee and Paying Agent.

Notwithstanding the provisions of this Article 10 or any other provision
of this Indenture, the Trustee shall not be charged with knowledge of the
existence of any facts that would prohibit the making of any payment or
distribution by the Trustee, and the Trustee and the Paying Agent may continue
to make payments on the Notes, unless the Trustee shall have received at its
Corporate Trust Office at least five Business Days prior to the date of such
payment written notice of facts that would cause the payment of any Obligations
with respect to the Notes to violate this Article 10. Only the Company or a
Representative may give the notice. Nothing in this Article 10 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 10.12. Authorization to Effect Subordination.

Each Holder of Notes, by the Holder's acceptance thereof, authorizes and
directs the Trustee on such Holder's behalf to take such action as may be
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subordination as provided in this Article 10, and appoints the Trustee to act as
such Holder's attorney-in-fact for any and all such purposes. If the Trustee
does not file a proper proof of claim or proof of debt in the form required in
any proceeding referred to in Section 6.09 hereof at least 30 days before the
expiration of the time to file such claim, the Representatives are hereby
authorized to file an appropriate claim for and on behalf of the Holders of the
Notes.

Section 10.13. Amendments.

The provisions of this Article 10 shall not be amended or modified
without the written consent of the holders of all Senior Debt.

ARTICLE 11
NOTE GUARANTEES

Section 11.01. Guarantee.

Subject to this Article 11, each of the Guarantors hereby, jointly and
severally, unconditionally guarantees to each Holder of a Note authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the Notes or
the obligations of the Company hereunder or thereunder, that: (a) the principal
of and interest on the Notes will be promptly paid in full when due, whether at
maturity, by acceleration, redemption or otherwise, and interest on the overdue
principal of and interest on the Notes, if any, if lawful, and all other
obligations of the Company to the Holders or the Trustee hereunder or thereunder
will be promptly paid in full or performed, all in accordance with the terms
hereof and thereof, and (b) in case of any extension of time of payment or
renewal of any Notes or any of such other obligations, that same will be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise.
Failing payment when due of any amount so guaranteed or any performance so
guaranteed for whatever reason, the Guarantors shall be jointly and severally
obligated to pay the same immediately. Each Guarantor agrees that this is a
guarantee of payment and not a guarantee of collection.

The Guarantors hereby agree that their obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a guarantor. Each Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenant that this Note Guarantee shall not be discharged except by complete
performance of the obligations contained in the Notes and this Indenture.

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

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

Section 11.02. Subordination of Note Guarantee.

The Obligations of each Guarantor under its Note Guarantee pursuant to
this Article 11 shall be junior and subordinated to the Senior Guarantee of such
Guarantor on the same basis as the Notes are junior and subordinated to Senior
Debt of the Company. For the purposes of the foregoing sentence, the Trustee and
the Holders shall have the right to receive and/or retain payments by any of the
Guarantors only at such times as they may receive and/or retain payments in
respect of the Notes pursuant to this Indenture, including Article 10 hereof.

Section 11.03. Limitation on Guarantor Liability.

Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Note Guarantee of
such Guarantor not constitute a fraudulent transfer or conveyance for purposes
of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law to the extent applicable to any
Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders
and the Guarantors hereby irrevocably agree that the obligations of such
Guarantor will, after giving effect to such maximum amount and all other
contingent and fixed liabilities of such Guarantor that are relevant under such
laws, and after giving effect to any collections from, rights to receive
contribution from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such other Guarantor under this Article 11, result
in the obligations of such Guarantor under its Note Guarantee not constituting a
fraudulent transfer or conveyance.

Section 11.04. Execution and Delivery of Note Guarantee.

To evidence its Note Guarantee set forth in Section 11.01, each
Guarantor hereby agrees that a notation of such Note Guarantee substantially in
the form included in Exhibit E shall be endorsed by an Officer of such Guarantor
on each Note authenticated and delivered by the Trustee and that this Indenture
shall be executed on behalf of such Guarantor by its President or one of its
Vice Presidents.

Each Guarantor hereby agrees that its Note Guarantee set forth in
Section 11.01 shall remain in full force and effect notwithstanding any failure
to endorse on each Note a notation of such Note Guarantee.

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

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

In the event that the Company creates or acquires any new Subsidiaries
subsequent to the date of this Indenture, if required by Section 4.18 hereof,
the Company shall cause such Subsidiaries to execute supplemental indentures to
this Indenture and Note Guarantees in accordance with Section 4.18 hereof and
this Article 11, to the extent applicable.

Section 11.05. Guarantors May Consolidate, etc., on Certain Terms.

Except as otherwise provided in Section 11.06, no Guarantor may
consolidate with or merge with or into (whether or not such Guarantor is the
surviving Person) another Person whether or not affiliated with such Guarantor
unless:

(a)     subject to Section 11.06 hereof, the Person formed by or
surviving any such consolidation or merger (if other than a Guarantor or the
Company) unconditionally assumes all the obligations of such Guarantor, pursuant
to a supplemental indenture in form and substance reasonably satisfactory to the
Trustee, under the Notes, this Indenture and the Note Guarantee on the terms set
forth herein or therein; and

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

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

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

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Section 11.06. Releases Following Sale of Assets.

In the event of a sale or other disposition of all of the assets of any
Guarantor, by way of merger, consolidation or otherwise, or a sale or other
disposition of all to the capital stock of any Guarantor, in each case to a
Person that is not (either before or after giving effect to such transactions) a
Restricted Subsidiary of the Company, then such Guarantor (in the event of a
sale or other disposition, by way of merger, consolidation or otherwise, of all
of the capital stock of such Guarantor) or the corporation acquiring the
property (in the event of a sale or other disposition of all or substantially
all of the assets of such Guarantor) will be released and relieved of any
obligations under its Note Guarantee; provided that the Net Proceeds of such
sale or other disposition are applied in accordance with the applicable
provisions of this Indenture, including without limitation Section 4.10 hereof.
Upon delivery by the Company to the Trustee of an Officers' Certificate and an
Opinion of Counsel to the effect that such sale or other disposition was made by
the Company in accordance with the provisions of this Indenture, including
without limitation Section 4.10 hereof, the Trustee shall execute any documents
reasonably required in order to evidence the release of any Guarantor from its
obligations under its Note Guarantee.

Any Guarantor not released from its obligations under its Note Guarantee
shall remain liable for the full amount of principal of and interest on the
Notes and for the other obligations of any Guarantor under this Indenture as
provided in this Article 11.

ARTICLE 12
MISCELLANEOUS

Section 12.01. Trust Indenture Act Controls.

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

Section 12.02. Notices.

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

If to the Company and/or any Guarantor:

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

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With a copy to:

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

Attention: Larry Sonsini

If to the Trustee:

State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts  02110
Telecopier No.: (617) 664-5151

Attention: Corporate Trust Administration (Amkor Technology, Inc. 
10 1/2% Senior Subordinated Notes due 2009)

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

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

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

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

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

Section 12.03. Communication by Holders of Notes with Other Holders of Notes.

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

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Section 12.04. Certificate and Opinion as to Conditions Precedent.

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

(a)     an Officers' Certificate in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 12.05 hereof) stating that, in the opinion of the signers, all
conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been satisfied; and

(b)     an Opinion of Counsel in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 12.05 hereof) stating that, in the opinion of such counsel, all such
conditions precedent and covenants have been satisfied.

Section 12.05. Statements Required in Certificate or Opinion.

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

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

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

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

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

Section 12.06. Rules by Trustee and Agents.

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

Section 12.07. No Personal Liability of Directors, Officers, Employees and
Stockholders.

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

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Section 12.08. Governing Law.

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

Section 12.09. No Adverse Interpretation of Other Agreements.

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

Section 12.10. Successors.

All agreements of the Company in this Indenture and the Notes shall bind
its successors. All agreements of the Trustee in this Indenture shall bind its
successors. All agreements of each Guarantor in this Indenture shall bind its
successors, except as otherwise provided in Section 11.05.

Section 12.11. Severability.

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

Section 12.12. Counterpart Originals.

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

Section 12.13. Table of Contents, Headings, etc.

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

[Signatures on following page]

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SIGNATURES

Dated as of May 13, 1999

AMKOR TECHNOLOGY, INC.

By: /s/
-------------------------------------
Name:
Title:

Attest:

/s/
- ---------------------------------
Name:
Title:

STATE STREET BANK AND TRUST COMPANY

By: /s/
-------------------------------------
Name:
Title:

SIGNATURE PAGE TO SENIOR SUBORDINATED NOTES INDENTURE

87

EXHIBIT A

[Face of Note]
- --------------------------------------------------------------------------------

CUSIP 031652AC4(144A)

10 1/2% [Series A] [Series B] Senior Subordinated Notes due 2009

No. ___ $____________

AMKOR TECHNOLOGY, INC.

promises to pay to______________________________________________________________

or registered assigns,__________________________________________________________

the principal sum of____________________________________________________________

Dollars on May 1, 2009.

Interest Payment Dates: May 1 and November 1

Record Dates: April 15 and October 15

Dated: May 13, 1999.

AMKOR TECHNOLOGY, INC.

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

By:
-------------------------------------
Name:
Title:

This is one of the Notes referred to 
in the within-mentioned Indenture:

STATE STREET BANK AND TRUST COMPANY,
as Trustee

By:
--------------------------------
Name:  Ruth A. Smith
Title:  Vice President

- --------------------------------------------------------------------------------

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[Back of Note]
10 1/2% [Series A] [Series B] Senior Subordinated Notes due 2009

[Insert the Global Note Legend, if applicable pursuant to the provisions of the
Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions
of the Indenture]

Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.

1.      INTEREST. Amkor Technology, Inc., a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Note at 10
1/2% per annum from May 13, 1999 until maturity and shall pay the Liquidated
Damages payable pursuant to Section 5 of the Registration Rights Agreement
referred to below. The Company will pay interest and Liquidated Damages
semi-annually in arrears on May 1 and November 1 of each year, or if any such
day is not a Business Day, on the next succeeding Business Day (each an
"Interest Payment Date"). Interest on the Notes will accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from the
date of issuance; provided that if there is no existing Default in the payment
of interest, and if this Note is authenticated between a record date referred to
on the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided, further, that
the first Interest Payment Date shall be November 1, 1999. The Company shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at a rate that is 1% per annum in excess of the rate then in effect; it
shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Liquidated Damages
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful. Interest will be computed on the basis of a
360-day year of twelve 30-day months.

2.      METHOD OF PAYMENT. The Company will pay interest on the Notes
(except defaulted interest) and Liquidated Damages to the Persons who are
registered Holders of Notes at the close of business on the April 15 or October
15 next preceding the Interest Payment Date, even if such Notes are canceled
after such record date and on or before such Interest Payment Date, except as
provided in Section 2.12 of the Indenture with respect to defaulted interest.
The Notes will be payable as to principal, premium and Liquidated Damages, if
any, and interest at the office or agency of the Company maintained for such
purpose within or without the City and State of New York, or, at the option of
the Company, payment of interest and Liquidated Damages may be made by check
mailed to the Holders at their addresses set forth in the register of Holders,
and provided that payment by wire transfer of immediately available funds will
be required with respect to principal of and interest, premium and Liquidated
Damages on, all Global Notes and all other Notes the Holders of which shall have
provided wire transfer instructions to the Company or the Paying Agent. Such
payment shall be in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts.

3.      PAYING AGENT AND REGISTRAR. Initially, State Street Bank and
Trust Company, the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without notice
to any Holder. The Company or any of its Subsidiaries may act in any such
capacity.

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4.      INDENTURE. The Company issued the Notes under an Indenture dated
as of May 13, 1999 ("Indenture") between the Company and the Trustee. The terms
of the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.
Code Sections 77aaa-77bbbb). The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such
terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the indenture shall govern and be
controlling. The Notes are obligations of the Company limited to $300 million in
aggregate principal amount.

5.      OPTIONAL REDEMPTION.

(a)     Except as set forth in subparagraph (b) of this Paragraph 5, the
Company shall not have the option to redeem the Notes prior to May 1, 2004.
Thereafter, the Company shall have the option to redeem the Notes, in whole or
in part, upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest and Liquidated Damages thereon, if any, to the
applicable redemption date, if redeemed during the twelve-month period beginning
on May 1 of the years indicated below:

Year                                                                    Percentage
----                                                                    ----------

2004.............................................................        105.250%
2005.............................................................        103.500%
2006.............................................................        101.250%
2007 and thereafter..............................................        100.000%

(b)     Notwithstanding the provisions of subparagraph (a) of this
Paragraph 5, at any time prior to May 1, 2002, the Company may on any one or
more occasions redeem up to 35% of the aggregate principal amount of Notes
originally issued under this Indenture at a redemption price of 110.50% of the
principal amount thereof, plus accrued and unpaid interest to the redemption
date, with the net cash proceeds of one or more Equity Offerings; provided that
(i) at least $130 million in aggregate principal amount of the Notes remains
outstanding immediately after the occurrence of such redemption (excluding Notes
held by the Company and its Subsidiaries), and (ii) such redemption occurs
within 45 days of the date of the closing of such Equity Offering.

6.      MANDATORY REDEMPTION.

Except as set forth in paragraph 7 below, the Company shall not be
required to make mandatory redemption payments with respect to the Notes.

7.      REPURCHASE AT OPTION OF HOLDER.

(a)     If there is a Change of Control, the Company shall be required
to make an offer (a "Change of Control Offer") to repurchase all or any part
(equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a
purchase price equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest and Liquidated Damages thereon, if any, to the date
of purchase (the "Change of Control Payment"). Within 30 days following any
Change of Control, the Company shall mail a notice to each Holder setting forth
the procedures governing the Change of Control Offer as required by the
Indenture.

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(b)     If the Company or a Subsidiary consummates any Asset Sales,
within five days of each date on which the aggregate amount of Excess Proceeds
exceeds $10 million, the Company shall commence an offer to all Holders of Notes
and all holders of other Indebtedness that is pari passu with the Notes
containing provisions similar to Section 4.10 of the Indenture (as "Asset Sale
Offer") pursuant to Section 3.09 of the Indenture to purchase the maximum
principal amount of Notes (including any Additional Notes) and such pari passu
Indebtedness that may be purchased out of the Excess Proceeds at an offer price
in cash in an amount equal to 100% of the principal amount thereof plus accrued
and unpaid interest and Liquidated Damages thereon, if any, to the date fixed
for the closing of such offer, in accordance with the procedures set forth in
the Indenture. To the extent that the aggregate amount of Notes (including any
Additional Notes) and such pari passu Indebtedness tendered pursuant to an Asset
Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary)
may use such deficiency for any purpose not otherwise prohibited by the
Indenture. If the aggregate principal amount of Notes surrendered by Holders
thereof plus the amount of any pari passu Indebtedness surrendered by the
holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select
the Notes to be purchased on a pro rata basis. Holders of Notes that are the
subject of an offer to purchase will receive an Asset Sale Offer from the
Company prior to any related purchase date and may elect to have such Notes
purchased by completing the form entitled "Option of Holder to Elect Purchase"
on the reverse of the Notes.

8.      NOTICE OF REDEMPTION. Notice of redemption will be mailed at
least 30 days but not more than 60 days before the redemption date to each
Holder whose Notes are to be redeemed at its registered address. Notes in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed. On and after the redemption date interest ceases to accrue on Notes or
portions thereof called for redemption.

9.      DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000. The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture. The Registrar and the Trustee may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and the Company may require a Holder to pay any taxes and fees required by law
or permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Company
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the corresponding Interest Payment Date.

10.     PERSONS DEEMED OWNERS. The registered Holder of a Note may be
treated as its owner for all purposes.

11.     AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions,
the Indenture, the Note Guarantees or the Notes may be amended or supplemented
with the consent of the Holders of at least a majority in principal amount of
the then outstanding Notes and Additional Notes, if any, voting as a single
class, and any existing default or compliance with any provision of the
Indenture, the Note Guarantees or the Notes may be waived with the consent of
the Holders of a majority in principal amount of the then outstanding Notes and
Additional Notes, if any, voting as a single class. Without the consent of any
Holder of a Note, the Indenture, the Note Guarantees or the Notes may be amended
or supplemented to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Notes in addition to or in place of certificated Notes, to
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Guarantor's obligations to Holders of the Notes in case of a merger or
consolidation, to make any change that would provide any additional rights or
benefits to the Holders of the Notes or that does not adversely affect the legal
rights under the Indenture of any such Holder, to comply with the requirements
of the SEC in order to effect or maintain the qualification of the Indenture
under the Trust Indenture Act, to provide for the Issuance of Additional Notes
in accordance with the limitations set forth in the Indenture, or to allow any
Guarantor to execute a supplemental indenture to the Indenture and/or a Note
Guarantee with respect to the Notes.

12.     DEFAULTS AND REMEDIES. Events of Default include: (i) default
for 30 days in the payment when due of interest or Liquidated Damages on the
Notes; (ii) default in payment when due of principal of or premium, if any, on
the Notes when the same becomes due and payable at maturity, upon redemption
(including in connection with an offer to purchase) or otherwise, (iii) failure
by the Company to comply with Section 4.10 or 4.14 of the Indenture; (iv)
failure by the Company for 60 days after notice to the Company by the Trustee or
the Holders of at least 25% in principal amount of the Notes (including
Additional Notes, if any) then outstanding voting as a single class to comply
with certain other agreements in the Indenture or the Notes; (v) default under
certain other agreements relating to Indebtedness of the Company which default
is caused by a failure to pay principal of such Indebtedness at the express
maturity thereof or results in the acceleration of such Indebtedness prior to
its express maturity; (vi) certain final judgments for the payment of money that
remain undischarged for a period of 60 days; and (vii) certain events of
bankruptcy or insolvency with respect to the Company or any of its Material
Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or
the Holders of at least 25% in principal amount of the then outstanding Notes
may declare all the Notes to be due and payable. Notwithstanding the foregoing,
in the case of an Event of Default arising from certain events of bankruptcy or
insolvency, all outstanding Notes will become due and payable without further
action or notice. Holders may not enforce the Indenture or the Notes except as
provided in the Indenture. Subject to certain limitations, Holders of a majority
in principal amount of the then outstanding Notes may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders of the
Notes notice of any continuing Default or Event of Default (except a Default or
Event of Default relating to the payment of principal or interest) if it
determines that withholding notice is in their interest. The Holders of a
majority in aggregate principal amount of the Notes then outstanding by notice
to the Trustee may on behalf of the Holders of all of the Notes waive any
existing Default or Event of Default and its consequences under the Indenture
except a continuing Default or Event of Default in the payment of interest on,
or the principal of, the Notes. The Company is required to deliver to the
Trustee annually a statement regarding compliance with the Indenture, and the
Company is required upon becoming aware of any Default or Event of Default, to
deliver to the Trustee a statement specifying such Default or Event of Default.

13.     SUBORDINATION; DESIGNATED SENIOR DEBT. This Note is subordinated
to all Senior Debt to the extent set forth in the Indenture. This Note shall be
"Designated Senior Debt" for purposes of the indenture governing the Company's
Convertible Notes.

14.     GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT
THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.

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15.     TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee.

16.     NO RECOURSE AGAINST OTHERS. A director, officer, employee,
incorporator or stockholder, of the Company, as such, shall not have any
liability for any obligations of the Company under the Notes or the Indenture or
for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes.

17.     AUTHENTICATION. This Note shall not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent.

18.     ABBREVIATIONS. Customary abbreviations may be used in the name
of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

19.     ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Senior Subordinated
Notes Registration Rights Agreement dated as of May 13, 1999, between the
Company and the parties named on the signature pages thereof (the "Registration
Rights Agreement").

20.     CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

Amkor Technology, Inc.
1345 Enterprise Drive
West Chester, Pennsylvania  19380
Attention: Secretary

A-6

93

ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:___________________________________
(Insert assignee's legal name)

________________________________________________________________________________
(Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
(Print or type assignee's name, address and zip code)

and irrevocably appoint_________________________________________________________
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.

Date:_____________________

Your Signature:________________________________________
(Sign exactly as your name appears on
the face of this Note)

Signature Guarantee*:__________________

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

A-7

94

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate box
below:

[ ] Section 4.10 [ ] Section 4.14

If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state the
amount you elect to have purchased:

$___________________

Date:_____________________

Your Signature:________________________________________
(Sign exactly as your name appears on
the face of this Note)

Tax Identification No.:________________________________

Signature Guarantee*:__________________

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

A-8

95

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Definitive Note, or exchanges of a part of
another Global Note or Definitive Note for an interest in this Global Note, have
been made:

Principal Amount
Amount of decrease      Amount of       [at maturity] of    Signature of
in             increase in      this Global Note     authorized
Principal Amount    Principal Amount    following such      officer of
[at maturity] of    [at maturity] of       decrease       Trustee or Note
Date of Exchange   this Global Note    this Global Note    (or increase)        Custodian
----------------  ------------------   ----------------   ----------------   ---------------

* This schedule should be included only if the Note is issued in global form.

A-9

96

EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

Amkor Technology, Inc.
1345 Enterprise Drive
West Chester, Pennsylvania  19380
Attention: Secretary

State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts  02110
Attention:  Corporate Trust Administration
(Amkor Technology, Inc. 10 1/2% Senior
Subordinated Notes due 2009)

Re: 10 1/2% Senior Subordinated Notes due 2009

Reference is hereby made to the Indenture, dated as of May 13, 1999
(the "Indenture"), between Amkor Technology, Inc., as issuer (the "Company"),
and State Street Bank and Trust Company, as trustee. Capitalized terms used but
not defined herein shall have the meanings given to them in the Indenture.

___________________, (the "Transferor") owns and proposes to transfer
the Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $___________ in such Note[s] or interests (the "Transfer"),
to ___________________________ (the "Transferee"), as further specified in Annex
A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1.      [ ]     CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The
Transfer is being effected pursuant to and in accordance with Rule 144A under
the United States Securities Act of 1933, as amended (the "Securities Act"),
and, accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the 144A Global Note and/or the Definitive Note and
in the Indenture and the Securities Act.

2.      [ ]     CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN A DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being
effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and, accordingly, the Transferor hereby further certifies that
(i) the Transfer is not being made to a person in the United States and (x) at
the time the buy order was originated, the Transferee was outside the United
States or such Transferor and any Person acting on its behalf reasonably
believed and believes that the Transferee was outside the United States or (y)
the 

B-1

97

transaction was executed in, on or through the facilities of a designated
offshore securities market and neither such Transferor nor any Person acting on
its behalf knows that the transaction was prearranged with a buyer in the United
States, (ii) no directed selling efforts have been made in contravention of the
requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities
Act, and (iii) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act. Upon consummation of the
proposed transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will be subject to the restrictions on
Transfer enumerated in the Private Placement Legend printed on the Definitive
Note and in the Indenture and the Securities Act.

3.      [ ]     CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A
BENEFICIAL INTEREST IN A DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE
SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being
effected in compliance with the transfer restrictions applicable to beneficial
interests in Restricted Global Notes and Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act and any applicable blue
sky securities laws of any state of the United States, and accordingly the
Transferor hereby further certifies that (check one):

(a)     [ ]     such Transfer is being effected pursuant to and
in accordance with Rule 144 under the Securities Act;

or

(b)     [ ]     such Transfer is being effected to the Company
or a subsidiary thereof;

or

(c)     [ ]     such Transfer is being effected pursuant to an
effective registration statement under the Securities Act and in
compliance with the prospectus delivery requirements of the Securities
Act;

or

(d)     [ ]     such Transfer is being effected to an
Institutional Accredited Investor and pursuant to an exemption from the
registration requirements of the Securities Act other than Rule 144A,
Rule 144 or Rule 904, and the Transferor hereby further certifies that
it has not engaged in any general solicitation within the meaning of
Regulation D under the Securities Act and the Transfer complies with the
transfer restrictions applicable to beneficial interests in a Restricted
Global Note or Restricted Definitive Notes and the requirements of the
exemption claimed, which certification is supported by (1) a certificate
executed by the Transferee in the form of Exhibit D to the Indenture and
(2) an Opinion of Counsel provided by the Transferor or the Transferee
(a copy of which the Transferor has attached to this certification), to
the effect that such Transfer is in compliance with the Securities Act.
Upon consummation of the proposed transfer in accordance with the terms
of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Definitive Notes and in the
Indenture and the Securities Act.

B-2

98

4.      [ ]     CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

(a)     [ ]     CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i)
The Transfer is being effected pursuant to and in accordance with Rule
144 under the Securities Act and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky
securities laws of any state of the United States and (ii) the
restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend
printed on the Restricted Global Notes, on Restricted Definitive Notes
and in the Indenture.

(b)     [ ]     CHECK IF TRANSFER IS PURSUANT TO REGULATION S.
(i) The Transfer is being effected pursuant to and in accordance with
Rule 903 or Rule 904 under the Securities Act and in compliance with the
transfer restrictions contained in the Indenture and any applicable blue
sky securities laws of any state of the United States and (ii) the
restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend
printed on the Restricted Global Notes, on Restricted Definitive Notes
and in the Indenture.

(c)     [ ]     CHECK IF TRANSFER IS PURSUANT TO OTHER
EXEMPTION. (i) The Transfer is being effected pursuant to and in
compliance with an exemption from the registration requirements of the
Securities Act other than Rule 144, Rule 903 or Rule 904 and in
compliance with the transfer restrictions contained in the Indenture and
any applicable blue sky securities laws of any State of the United
States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will not be subject to the
restrictions on transfer enumerated in the Private Placement Legend
printed on the Restricted Global Notes or Restricted Definitive Notes
and in the Indenture.

This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

----------------------------------------
[Insert Name of Transferor]

By:
-------------------------------------
Name:
Title:

Dateed:_____________________

B-3

99

ANNEX A TO CERTIFICATE OF TRANSFER

1.      The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(a)     |_|     a beneficial interest in the 144A Global Note 
(CUSIP 031652AC4(144A)), or

(b)     |_|     a Restricted Definitive Note.

2.      After the Transfer the Transferee will hold:

[CHECK ONE]

(a)     |_|     a beneficial interest in the:

(i)     |_|    144A Global Note (CUSIP 031652AC4(144A)),
or

(ii)    |_|    Unrestricted Global Note (CUSIP
_________________), or

(b)     |_|     a Restricted Definitive Note; or

(c)     |_|     an Unrestricted Definitive Note,

in accordance with the terms of the Indenture.

B-4

100

EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

Amkor Technology, Inc.
1345 Enterprise Drive
West Chester, Pennsylvania  19380
Attention: Secretary

State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts  02110
Attention:  Corporate Trust Administration
(Amkor Technology, Inc. 10 1/2% Senior
Subordinated Notes due 2009)

Re: 10 1/2% Senior Subordinated Notes due 2009

(CUSIP 031652AC4(144A))

Reference is hereby made to the Indenture, dated as of May 13, 1999 (the
"Indenture"), between Amkor Technology, Inc., as issuer (the "Company"), and
State Street Bank and Trust Company, as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.

__________________________, (the "Owner") owns and proposes to exchange
the Note[s] or interest in such Note[s] specified herein, in the principal
amount of $____________ in such Note[s] or interests (the "Exchange"). In
connection with the Exchange, the Owner hereby certifies that:

1.      EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN AN UNRESTRICTED GLOBAL NOTE

(a)     [ ]     CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In
connection with the Exchange of the Owner's beneficial interest in a Restricted
Global Note for a beneficial interest in an Unrestricted Global Note in an equal
principal amount, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner's own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to the
Global Notes and pursuant to and in accordance with the United States Securities
Act of 1933, as amended (the "Securities Act"), (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
beneficial interest in an Unrestricted Global Note is being acquired in
compliance with any applicable blue sky securities laws of any state of the
United States.

(b)     [ ]     CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for an
Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the 

C-1

101

EXHIBIT C

Securities Act and (iv) the Definitive Note is being acquired in compliance with
any applicable blue sky securities laws of any state of the United States.

(c)     [ ]     CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the
Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an
Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

(d)     [ ]     CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

2.      EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN RESTRICTED GLOBAL NOTES

(a)     [ ]     CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for a
Restricted Definitive Note with an equal principal amount, the Owner hereby
certifies that the Restricted Definitive Note is being acquired for the Owner's
own account without transfer. Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the Restricted Definitive Note
issued will continue to be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Restricted Definitive Note and in
the Indenture and the Securities Act.

(b)     [ ]     CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange
of the Owner's Restricted Definitive Note for a beneficial interest in the 144A
Global Note with an equal principal amount, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner's own account without
transfer and (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Restricted Global Notes and pursuant to
and in accordance with the Securities Act, and in compliance with any applicable
blue sky securities laws of any state of the United States. Upon consummation of
the proposed Exchange in accordance with the terms of the Indenture, the
beneficial interest issued will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the relevant Restricted
Global Note and in the Indenture and the Securities Act.

This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

C-2

102

EXHIBIT C

----------------------------------------
[Insert Name of Transferor]

By:
-------------------------------------
Name:
Title:
Dated:
-----------------------

C-3

103

EXHIBIT D

FORM OF CERTIFICATE FROM
ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Amkor Technology, Inc.
1345 Enterprise Drive
West Chester, Pennsylvania  19380
Attention: Secretary

State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts  02110
Attention:  Corporate Trust Administration
(Amkor Technology, Inc. 10 1/2% Senior
Subordinated Notes due 2009)

Re: 10 1/2% Senior Subordinated Notes due 2009

Reference is hereby made to the Indenture, dated as of May 13, 1999 (the
"Indenture"), between Amkor Technology, Inc., as issuer (the "Company"), and
State Street Bank and Trust Company, as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.

In connection with our proposed purchase of $____________ aggregate
principal amount of:

(a)     |_|     a beneficial interest in a Global Note, or

(b)     |_|     a Definitive Note,

we confirm that:

1.      We understand that any subsequent transfer of the Notes or any
interest therein is subject to certain restrictions and conditions set forth in
the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Notes or any interest therein except in
compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the "Securities Act").

2.      We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Company or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (C) to an institutional "accredited investor" (as
defined below) that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to you and to the Company a signed letter
substantially in the form of this letter and an Opinion of Counsel in form
reasonably acceptable to the Company to the effect that such transfer is in
compliance with the Securities Act, (D) outside the United States in accordance
with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the
provisions of Rule 144(k) under the Securities Act or (F) pursuant to an
effective registration statement under the Securities Act, and we further agree
to provide to any person purchasing the Definitive Note or beneficial interest
in a Global Note from us in a

D-1

104

EXHIBIT D

transaction meeting the requirements of clauses (A) through (E) of this
paragraph a notice advising such purchaser that resales thereof are restricted
as stated herein.

3.      We understand that, on any proposed resale of the Notes or
beneficial interest therein, we will be required to furnish to you and the
Company such certifications, legal opinions and other information as you and the
Company may reasonably require to confirm that the proposed sale complies with
the foregoing restrictions. We further understand that the Notes purchased by us
will bear a legend to the foregoing effect.

4.      We are an institutional "accredited investor" (as defined in
Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and
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 Notes, and
we and any accounts for which we are acting are each able to bear the economic
risk of our or its investment.

5.      We are acquiring the Notes or beneficial interest therein
purchased by us for our own account or for one or more accounts (each of which
is an institutional "accredited investor") as to each of which we exercise sole
investment discretion.

You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.

----------------------------------------
[Insert Name of Accredited Investor]

By:
-------------------------------------
Name:
Title:
Dated:____________________

D-2

105

EXHIBIT E

FORM OF NOTATION OF GUARANTEE

For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture dated as of May 13, 1999 (the "Indenture") among
Amkor Technology, Inc., the Guarantors listed on Schedule I thereto from time to
time, and State Street Bank and Trust Company, as trustee (the "Trustee"), (a)
the due and punctual payment of the principal of, premium, if any, and interest
on the Notes (as defined in the Indenture), whether at maturity, by
acceleration, redemption or otherwise, the due and punctual payment of interest
on overdue principal and premium, and, to the extent permitted by law, interest,
and the due and punctual performance of all other obligations of the Company to
the Holders or the Trustee all in accordance with the terms of the Indenture and
(b) in case of any extension of time of payment or renewal of any Notes or any
of such other obligations, that the same will be promptly paid in full when due
or performed in accordance with the terms of the extension or renewal, whether
at stated maturity, by acceleration or otherwise. The obligations of the
Guarantors to the Holders of Notes and to the Trustee pursuant to the Note
Guarantee and the Indenture are expressly set forth in Article 11 of the
Indenture and reference is hereby made to the Indenture for the precise terms of
the Note Guarantee. Each Holder of a Note, by accepting the same, (a) agrees to
and shall be bound by such provisions, (b) authorizes and directs the Trustee,
on behalf of such Holder, to take such action as may be necessary or appropriate
to effectuate the subordination as provided in the Indenture and (c) appoints
the Trustee attorney-in-fact of such Holder for such purpose; provided, however,
that the Indebtedness evidenced by this Note Guarantee shall cease to be so
subordinated and subject in right of payment upon any defeasance of this Note in
accordance with the provisions of the Indenture.

----------------------------------------
[NAME OF GUARANTOR(S)]

By:
-------------------------------------
Name:
Title:

F-1

106

EXHIBIT F

FORM OF SUPPLEMENTAL INDENTURE
TO BE DELIVERED BY SUBSEQUENT GUARANTORS

SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
________________, among __________________ (the "Guaranteeing Subsidiary"), a
subsidiary of Amkor Technology, Inc. (or its permitted successor), a Delaware
corporation (the "Company"), the Company, the other Guarantors (as defined in
the Indenture referred to herein) and State Street Bank and Trust Company, as
trustee under the indenture referred to below (the "Trustee").

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "Indenture"), dated as of May 13, 1999, providing for
the issuance of an aggregate principal amount of up to $200,000,000 of 10 1/2%
Senior Subordinated Notes due 2009 (the "Notes");

WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "Note Guarantee"); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

1.      CAPITALIZED TERMS. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.

2.      AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby
agrees as follows:

(a)     Along with all Guarantors named in the Indenture, to
jointly and severally Guarantee to each Holder of a Note authenticated
and delivered by the Trustee and to the Trustee and its successors and
assigns, the Notes or the obligations of the Company hereunder or
thereunder, that:

(i)     the principal of and interest on the Notes will
be promptly paid in full when due, whether at maturity, by
acceleration, redemption or otherwise, and interest on the
overdue principal of and interest on the Notes, if any, if
lawful, and all other obligations of the Company to the Holders
or the Trustee hereunder or thereunder will be promptly paid in
full or performed, all in accordance with the terms hereof and
thereof; and

(ii)    in case of any extension of time of payment or
renewal of any Notes or any of such other obligations, that same
will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether
at stated maturity, by acceleration or otherwise. Failing
payment when due of any amount so guaranteed or any performance
so guaranteed for whatever reason, the Guarantors shall be
jointly and severally obligated to pay the same immediately.

G-1

107
EXHIBIT F

(b)     The obligations hereunder shall be unconditional,
irrespective of the validity, regularity or enforceability of the Notes
or the Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any
provisions hereof or thereof, the recovery of any judgment against the
Company, any action to enforce the same or any other circumstance which
might otherwise constitute a legal or equitable discharge or defense of
a guarantor.

(c)     The following is hereby waived: diligence presentment,
demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands
whatsoever.

(d)     This Note Guarantee shall not be discharged except by
complete performance of the obligations contained in the Notes and the
Indenture, and the Guaranteeing Subsidiary accepts all obligations of a
Guarantor under the Indenture.

(e)     If any Holder or the Trustee is required by any court or
otherwise to return to the Company, the Guarantors, or any Custodian,
Trustee, liquidator or other similar official acting in relation to
either the Company or the Guarantors, any amount paid by either to the
Trustee or such Holder, this Note Guarantee, to the extent theretofore
discharged, shall be reinstated in full force and effect.

(f)     The Guaranteeing Subsidiary shall not be entitled to any
right of subrogation in relation to the Holders in respect of any
obligations guaranteed hereby until payment in full of all obligations
guaranteed hereby.

(g)     As between the Guarantors, on the one hand, and the
Holders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article
6 of the Indenture for the purposes of this Note Guarantee,
notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the obligations guaranteed hereby, and
(y) in the event of any declaration of acceleration of such obligations
as provided in Article 6 of the Indenture, such obligations (whether or
not due and payable) shall forthwith become due and payable by the
Guarantors for the purpose of this Note Guarantee.

(h)     The Guarantors shall have the right to seek contribution
from any non-paying Guarantor so long as the exercise of such right does
not impair the rights of the Holders under the Guarantee.

(i)     Pursuant to Section 11.03 of the Indenture, after giving
effect to any maximum amount and any other contingent and fixed
liabilities that are relevant under any applicable Bankruptcy or
fraudulent conveyance laws, and after giving effect to any collections
from, rights to receive contribution from or payments made by or on
behalf of any other Guarantor in respect of the obligations of such
other Guarantor under Article 11 of the Indenture, this new Note
Guarantee shall be limited to the maximum amount permissible such that
the obligations of such Guarantor under this Note Guarantee will not
constitute a fraudulent transfer or conveyance.

3.      EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary agrees that
the Note Guarantees shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Note Guarantee.

F-2

108
EXHIBIT F

4.      GUARANTEEING SUBSIDIARY MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.

(a)     The Guaranteeing Subsidiary may not consolidate with or merge
with or into (whether or not such Guarantor is the surviving Person) another
corporation, Person or entity whether or not affiliated with such Guarantor
unless:

(i)     subject to Sections 11.05 and 11.06 of the Indenture,
the Person formed by or surviving any such consolidation or merger (if
other than a Guarantor or the Company) unconditionally assumes all the
obligations of such Guarantor, pursuant to a supplemental indenture in
form and substance reasonably satisfactory to the Trustee, under the
Notes, the Indenture and the Note Guarantee on the terms set forth
herein or therein; and

(ii)    immediately after giving effect to such transaction, no
Default or Event of Default exists.

(b)     In case of any such consolidation, merger, sale or conveyance
and upon the assumption by the successor corporation, by supplemental indenture,
executed and delivered to the Trustee and satisfactory in form to the Trustee,
of the Note Guarantee endorsed upon the Notes and the due and punctual
performance of all of the covenants and conditions of the Indenture to be
performed by the Guarantor, such successor corporation shall succeed to and be
substituted for the Guarantor with the same effect as if it had been named
herein as a Guarantor. Such successor corporation thereupon may cause to be
signed any or all of the Note Guarantees to be endorsed upon all of the Notes
issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Trustee. All the Note Guarantees so issued shall in all
respects have the same legal rank and benefit under the Indenture as the Note
Guarantees theretofore and thereafter issued in accordance with the terms of the
Indenture as though all of such Note Guarantees had been issued at the date of
the execution hereof.

(c)     Except as set forth in Articles 4 and 5 and Section 11.06 of
Article 11 of the Indenture, and notwithstanding clauses (a) and (b) above,
nothing contained in the Indenture or in any of the Notes shall prevent any
consolidation or merger of a Guarantor with or into the Company or another
Guarantor, or shall prevent any sale or conveyance of the property of a
Guarantor as an entirety or substantially as an entirety to the Company or
another Guarantor.

5.      RELEASES.

(a)     In the event of a sale or other disposition of all of the assets
of any Guarantor, by way of merger, consolidation or otherwise, or a sale or
other disposition of all to the capital stock of any Guarantor, in each case to
a Person that is not (either before or after giving effect to such transaction)
a Restricted Subsidiary of the Company, then such Guarantor (in the event of a
sale or other disposition, by way of merger, consolidation or otherwise, of all
of the capital stock of such Guarantor) or the corporation acquiring the
property (in the event of a sale or other disposition of all or substantially
all of the assets of such Guarantor) will be released and relieved of any
obligations under its Note Guarantee; provided that the Net Proceeds of such
sale or other disposition are applied in accordance with the applicable
provisions of the Indenture, including without limitation Section 4.10 of the
Indenture. Upon delivery by the Company to the Trustee of an Officers'
Certificate and an Opinion of Counsel to the effect that such sale or other
disposition was made by the Company in accordance with the provisions of the
Indenture, including without limitation Section 4.10 of the Indenture, the
Trustee shall execute any documents reasonably required in order to evidence the
release of any Guarantor from its obligations under its Note Guarantee.

F-3

109
EXHIBIT F

(b)     Any Guarantor not released from its obligations under its Note
Guarantee shall remain liable for the full amount of principal of and interest
on the Notes and for the other obligations of any Guarantor under the Indenture
as provided in Article 11 of the Indenture.

6.      NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, stockholder or agent of the Guaranteeing
Subsidiary, as such, shall have any liability for any obligations of the Company
or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the
Indenture or this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of the
Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes. Such waiver may
not be effective to waive liabilities under the federal securities laws and it
is the view of the SEC that such a waiver is against public policy.

7.      NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW
YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT
THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.

8.      COUNTERPARTS The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

9.      EFFECT OF HEADINGS. The Section headings herein are for
convenience only and shall not affect the construction hereof.

10.     THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiary and the Company.

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110

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.

Dated:  _______________, ____

[GUARANTEEING SUBSIDIARY]

By:
-------------------------------------
Name:
Title:

[COMPANY]

By:
-------------------------------------
Name:
Title:

[EXISTING GUARANTORS]

By:
-------------------------------------
Name:
Title:

STATE STREET BANK AND TRUST COMPANY,
as Trustee

By:
-------------------------------------
Authorized Signatory

F-5

111

EXHIBIT G

SCHEDULE I
SCHEDULE OF GUARANTORS

The following schedule lists each Guarantor under the Indenture as of
the date of issuance of the Notes:

None.

G-1

112

CUSIP 031652AC4(144A)

10 1/2% Series A Senior Subordinated Notes due 2009

No. G-1 $200,000,000

AMKOR TECHNOLOGY, INC.

promises to pay to              **CEDE & CO.**

or registered assigns, the principal sum of Two Hundred Million Dollars
($200,000,000)

on May 1, 2009.

Interest Payment Dates: May 1 and November 1

Record Dates: April 15 and October 15

Dated: May 13, 1999

AMKOR TECHNOLOGY, INC.

By:
-------------------------------------
Name:
Title:

By:
-------------------------------------
Name:
Title:

This is one of the Notes referred to 
in the within-mentioned Indenture:

STATE STREET BANK AND TRUST COMPANY,
as Trustee

By:
--------------------------------
Name:  Ruth A. Smith
Title: Vice President

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113

10 1/2% Series A Senior Subordinated Notes due 2009

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") AND THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED
OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
OR IN ACCORDANCE WITH AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT (SUBJECT TO THE DELIVERY OF SUCH EVIDENCE, IF ANY,
REQUIRED UNDER THE INDENTURE PURSUANT TO WHICH THIS NOTE IS ISSUED) AND IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER JURISDICTION. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS
HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE
PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER
OR ANOTHER EXEMPTION UNDER THE SECURITIES ACT. THE HOLDER OF THE SECURITY
EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY
MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1)(A) TO A PERSON WHO THE
SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A, (B) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE
SECURITIES ACT, (C) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT OR (D)
IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO
REQUESTS), AS LONG AS THE REGISTRAR RECEIVES A CERTIFICATION OF THE TRANSFEROR
AND AN OPINION OF COUNSEL THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT, (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE JURISDICTION AND
(B) THE HOLDER WILL AND EACH SUBSEQUENT HOLDER IS REQUIRED TO NOTIFY ANY
PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTION SET
FORTH IN (A) ABOVE.

10 1/2% Series A Senior Subordinated Notes due 2009

Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.

G-1

114

1.      INTEREST. Amkor Technology, Inc., a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Note at 10
1/2% per annum from May 13, 1999 until maturity and shall pay the Liquidated
Damages payable pursuant to Section 5 of the Registration Rights Agreement
referred to below. The Company will pay interest and Liquidated Damages
semi-annually in arrears on May 1 and November 1 of each year, or if any such
day is not a Business Day, on the next succeeding Business Day (each an
"Interest Payment Date"). Interest on the Notes will accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from the
date of issuance; provided that if there is no existing Default in the payment
of interest, and if this Note is authenticated between a record date referred to
on the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided, further, that
the first Interest Payment Date shall be November 1, 1999. The Company shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at a rate that is 1% per annum in excess of the rate then in effect; it
shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Liquidated Damages
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful. Interest will be computed on the basis of a
360-day year of twelve 30-day months.

2.      METHOD OF PAYMENT. The Company will pay interest on the Notes
(except defaulted interest) and Liquidated Damages to the Persons who are
registered Holders of Notes at the close of business on the April 15 or October
15 next preceding the Interest Payment Date, even if such Notes are canceled
after such record date and on or before such Interest Payment Date, except as
provided in Section 2.12 of the Indenture with respect to defaulted interest.
The Notes will be payable as to principal, premium and Liquidated Damages, if
any, and interest at the office or agency of the Company maintained for such
purpose within or without the City and State of New York, or, at the option of
the Company, payment of interest and Liquidated Damages may be made by check
mailed to the Holders at their addresses set forth in the register of Holders,
and provided that payment by wire transfer of immediately available funds will
be required with respect to principal of and interest, premium and Liquidated
Damages on, all Global Notes and all other Notes the Holders of which shall have
provided wire transfer instructions to the Company or the Paying Agent. Such
payment shall be in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts.

3.      PAYING AGENT AND REGISTRAR. Initially, State Street Bank and
Trust Company, the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without notice
to any Holder. The Company or any of its Subsidiaries may act in any such
capacity.

4.      INDENTURE. The Company issued the Notes under an Indenture dated
as of May 13, 1999 ("Indenture") between the Company and the Trustee. The terms
of the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.
Code Sections 77aaa-77bbbb). The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such
terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the indenture shall govern and be
controlling. The Notes are obligations of the Company limited to $300 million in
aggregate principal amount.

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115

5.      OPTIONAL REDEMPTION.

(a)     Except as set forth in subparagraph (b) of this Paragraph 5, the
Company shall not have the option to redeem the Notes prior to May 1, 2004.
Thereafter, the Company shall have the option to redeem the Notes, in whole or
in part, upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest and Liquidated Damages thereon, if any, to the
applicable redemption date, if redeemed during the twelve-month period beginning
on May 1 of the years indicated below:

Year                                                        Percentage
----                                                        ----------

2004.....................................................     105.250%
2005.....................................................     103.500%
2006.....................................................     101.250%
2007 and thereafter......................................     100.000%

(b)     Notwithstanding the provisions of subparagraph (a) of this
Paragraph 5, at any time prior to May 1, 2002, the Company may on any one or
more occasions redeem up to 35% of the aggregate principal amount of Notes
originally issued under this Indenture at a redemption price of 110.50% of the
principal amount thereof, plus accrued and unpaid interest to the redemption
date, with the net cash proceeds of one or more Equity Offerings; provided that
(i) at least $130 million in aggregate principal amount of the Notes remains
outstanding immediately after the occurrence of such redemption (excluding Notes
held by the Company and its Subsidiaries), and (ii) such redemption occurs
within 45 days of the date of the closing of such Equity Offering.

6.      MANDATORY REDEMPTION.

Except as set forth in paragraph 7 below, the Company shall not be
required to make mandatory redemption payments with respect to the Notes.

7.      REPURCHASE AT OPTION OF HOLDER.

(a)     If there is a Change of Control, the Company shall be required
to make an offer (a "Change of Control Offer") to repurchase all or any part
(equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a
purchase price equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest and Liquidated Damages thereon, if any, to the date
of purchase (the "Change of Control Payment"). Within 30 days following any
Change of Control, the Company shall mail a notice to each Holder setting forth
the procedures governing the Change of Control Offer as required by the
Indenture.

(b)     If the Company or a Subsidiary consummates any Asset Sales,
within five days of each date on which the aggregate amount of Excess Proceeds
exceeds $10 million, the Company shall commence an offer to all Holders of Notes
and all holders of other Indebtedness that is pari passu with the Notes
containing provisions similar to Section 4.10 of the Indenture (as "Asset Sale
Offer") pursuant to Section 3.09 of the Indenture to purchase the maximum
principal amount of Notes (including any Additional Notes) and such pari passu
Indebtedness that may be purchased out of the Excess Proceeds at an offer price
in cash in an amount equal to 100% of the principal amount thereof plus accrued
and unpaid interest and Liquidated Damages thereon, if any, to the date fixed
for the closing of such offer, in accordance with the procedures set forth in
the Indenture. To the extent that the aggregate amount of Notes (including any
Additional Notes) and such pari passu Indebtedness tendered pursuant to an Asset

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116

Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary)
may use such deficiency for any purpose not otherwise prohibited by the
Indenture. If the aggregate principal amount of Notes surrendered by Holders
thereof plus the amount of any pari passu Indebtedness surrendered by the
holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select
the Notes to be purchased on a pro rata basis. Holders of Notes that are the
subject of an offer to purchase will receive an Asset Sale Offer from the
Company prior to any related purchase date and may elect to have such Notes
purchased by completing the form entitled "Option of Holder to Elect Purchase"
on the reverse of the Notes.

8.      NOTICE OF REDEMPTION. Notice of redemption will be mailed at
least 30 days but not more than 60 days before the redemption date to each
Holder whose Notes are to be redeemed at its registered address. Notes in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed. On and after the redemption date interest ceases to accrue on Notes or
portions thereof called for redemption.

9.      DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000. The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture. The Registrar and the Trustee may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and the Company may require a Holder to pay any taxes and fees required by law
or permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Company
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the corresponding Interest Payment Date.

10.     PERSONS DEEMED OWNERS. The registered Holder of a Note may be
treated as its owner for all purposes.

11.     AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions,
the Indenture, the Note Guarantees or the Notes may be amended or supplemented
with the consent of the Holders of at least a majority in principal amount of
the then outstanding Notes and Additional Notes, if any, voting as a single
class, and any existing default or compliance with any provision of the
Indenture, the Note Guarantees or the Notes may be waived with the consent of
the Holders of a majority in principal amount of the then outstanding Notes and
Additional Notes, if any, voting as a single class. Without the consent of any
Holder of a Note, the Indenture, the Note Guarantees or the Notes may be amended
or supplemented to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Notes in addition to or in place of certificated Notes, to
provide for the assumption of the Company's or Guarantor's obligations to
Holders of the Notes in case of a merger or consolidation, to make any change
that would provide any additional rights or benefits to the Holders of the Notes
or that does not adversely affect the legal rights under the Indenture of any
such Holder, to comply with the requirements of the SEC in order to effect or
maintain the qualification of the Indenture under the Trust Indenture Act, to
provide for the Issuance of Additional Notes in accordance with the limitations
set forth in the Indenture, or to allow any Guarantor to execute a supplemental
indenture to the Indenture and/or a Note Guarantee with respect to the Notes.

12.     DEFAULTS AND REMEDIES. Events of Default include: (i) default
for 30 days in the payment when due of interest or Liquidated Damages on the
Notes; (ii) default in payment when due of principal of or premium, if any, on
the Notes when the same becomes due and payable at maturity, upon 

A-5

117

redemption (including in connection with an offer to purchase) or otherwise,
(iii) failure by the Company to comply with Section 4.10 or 4.14 of the
Indenture; (iv) failure by the Company for 60 days after notice to the Company
by the Trustee or the Holders of at least 25% in principal amount of the Notes
(including Additional Notes, if any) then outstanding voting as a single class
to comply with certain other agreements in the Indenture or the Notes; (v)
default under certain other agreements relating to Indebtedness of the Company
which default is caused by a failure to pay principal of such Indebtedness at
the express maturity thereof or results in the acceleration of such Indebtedness
prior to its express maturity; (vi) certain final judgments for the payment of
money that remain undischarged for a period of 60 days; and (vii) certain events
of bankruptcy or insolvency with respect to the Company or any of its Material
Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or
the Holders of at least 25% in principal amount of the then outstanding Notes
may declare all the Notes to be due and payable. Notwithstanding the foregoing,
in the case of an Event of Default arising from certain events of bankruptcy or
insolvency, all outstanding Notes will become due and payable without further
action or notice. Holders may not enforce the Indenture or the Notes except as
provided in the Indenture. Subject to certain limitations, Holders of a majority
in principal amount of the then outstanding Notes may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders of the
Notes notice of any continuing Default or Event of Default (except a Default or
Event of Default relating to the payment of principal or interest) if it
determines that withholding notice is in their interest. The Holders of a
majority in aggregate principal amount of the Notes then outstanding by notice
to the Trustee may on behalf of the Holders of all of the Notes waive any
existing Default or Event of Default and its consequences under the Indenture
except a continuing Default or Event of Default in the payment of interest on,
or the principal of, the Notes. The Company is required to deliver to the
Trustee annually a statement regarding compliance with the Indenture, and the
Company is required upon becoming aware of any Default or Event of Default, to
deliver to the Trustee a statement specifying such Default or Event of Default.

13.     SUBORDINATION; DESIGNATED SENIOR DEBT. This Note is subordinated
to all Senior Debt to the extent set forth in the Indenture. This Note shall be
"Designated Senior Debt" for purposes of the indenture governing the Company's
Convertible Notes.

14.     GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT
THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.

15.     TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee.

16.     NO RECOURSE AGAINST OTHERS. A director, officer, employee,
incorporator or stockholder, of the Company, as such, shall not have any
liability for any obligations of the Company under the Notes or the Indenture or
for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes.

17.     AUTHENTICATION. This Note shall not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent.

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118

18.     ABBREVIATIONS. Customary abbreviations may be used in the name
of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

19.     ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Senior Subordinated
Notes Registration Rights Agreement dated as of May 13, 1999, between the
Company and the parties named on the signature pages thereof (the "Registration
Rights Agreement").

20.     CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

Amkor Technology, Inc.
1345 Enterprise Drive
West Chester, Pennsylvania  19380
Attention: Secretary

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ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:___________________________________
(Insert assignee's legal name)

________________________________________________________________________________
(Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
(Print or type assignee's name, address and zip code)

and irrevocably appoint________________________________________________________-
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.

Date:_________________________

Your Signature:_______________________________________
(Sign exactly as your name appears on
the face of this Note)

Signature Guarantee*:_________________

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant
to Section 4.10 or 4.14 of the Indenture, check the appropriate box below:

[ ] Section 4.10 [ ] Section 4.14

If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state the
amount you elect to have purchased:

$_______________________

Date:_________________________

Your Signature:_______________________________________
(Sign exactly as your name appears on
the face of this Note)

Tax Identification No.:_______________________________

Signature Guarantee*:_________________

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

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121

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

The following exchanges of a part of this Global Note for an interest in
another Global Note or for a Definitive Note, or exchanges of a part of another
Global Note or Definitive Note for an interest in this Global Note, have been
made:

Principal Amount
Amount of decrease      Amount of       [at maturity] of    Signature of
in             increase in      this Global Note     authorized
Principal Amount    Principal Amount    following such      officer of
[at maturity] of    [at maturity] of       decrease       Trustee or Note
Date of Exchange   this Global Note    this Global Note    (or increase)        Custodian
----------------  ------------------   ----------------   -----------------  ---------------

A-10

1

EXHIBIT 10.1

AMKOR TECHNOLOGY, INC.

$425,000,000 9 1/4% SERIES A SENIOR NOTES DUE 2006
$200,000,000 10 1/2% SERIES A SENIOR SUBORDINATED NOTES DUE 2009

PURCHASE AGREEMENT

May 6, 1999

SG COWEN SECURITIES CORPORATION
SALOMON SMITH BARNEY INC.
BT ALEX. BROWN INCORPORATED
NATIONSBANC MONTGOMERY SECURITIES LLC
BANCBOSTON ROBERTSON STEPHENS INC.
PRUDENTIAL SECURITIES INCORPORATED
c/o SG Cowen Securities Corporation
High Yield Syndicate
1221 Avenue of the Americas
13th Floor
New York, New York 10020

Dear Sirs:

1.      INTRODUCTORY. Amkor Technology, Inc., a Delaware corporation
(the "Company"), proposes to sell, pursuant to the terms of this Agreement, to
the several initial purchasers named in Schedule A hereto (the "Initial
Purchasers," or, each, an "Initial Purchaser"), $425,000,000 principal amount of
its 9 1/4% Series A Senior Notes due 2006 (the "Series A Senior Notes") and
$200,000,000 principal amount of its 10 1/2% Series A Senior Subordinated Notes
due 2009 (the "Series A Senior Subordinated Notes," and together with the Series
A Senior Notes, the "Series A Securities"). The Series A Senior Notes are to be
issued pursuant to an Indenture dated as of May 13, 1999 (the "Senior Notes
Indenture") to be entered into between the Company and State Street Bank and
Trust Company, as trustee (the "Senior Notes Trustee"). The Series A Senior
Subordinated Notes are to be issued pursuant to an Indenture dated as of May 13,
1999 (the "Senior Subordinated Notes Indenture," and together with the Senior
Notes Indenture, the "Indentures") to be entered into between the Company and
State Street Bank and Trust Company, as trustee (the "Senior Subordinated Notes
Trustee," and together with the Senior Notes Trustee, the "Trustees"). The
Series A Securities and the Series B Securities (as defined below) issuable in
exchange therefor are collectively referred to herein as the "Securities."

The Series A Securities will be offered and sold to the Initial
Purchasers without being registered under the Securities Act of 1933, as amended
(the "Securities Act"), in reliance upon an exemption therefrom. The Company has
prepared a preliminary offering memorandum dated April 22, 1999 (the
"Preliminary Offering Memorandum") and will prepare an offering memorandum dated
the date hereof (the "Offering Memorandum") setting forth information concerning
the Company and the Securities. Copies of the Preliminary Offering Memorandum
have been, and copies of the Offering Memorandum will be, delivered by the
Company to the Initial Purchasers pursuant to the terms of this Agreement. Any
references herein to the Preliminary Offering Memorandum and the Offering
Memorandum shall be deemed to include all amendments and supplements thereto,
unless otherwise noted. The Company hereby confirms that it has authorized the
use of the Preliminary Offering 

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Memorandum and the Offering Memorandum in connection with the offering and
resale of the Series A Securities by the Initial Purchasers solely in accordance
with Section 3.

Holders of the Series A Senior Notes (including the Initial
Purchasers and their direct and indirect transferees) will be entitled to the
benefits of a Senior Notes Registration Rights Agreement (the "Senior Notes
Registration Rights Agreement") to be dated, and executed on, the Closing Date.
Holders of the Series A Senior Subordinated Notes (including the Initial
Purchasers and their direct and indirect transferees) will be entitled to the
benefits of a Senior Subordinated Notes Registration Rights Agreement (the
"Senior Subordinated Notes Registration Rights Agreement," and together with the
Senior Notes Registration Rights Agreement, the "Registration Rights
Agreements") to be dated, and executed on, the Closing Date. Pursuant to the
Registration Rights Agreements the Company will agree to file with the
Securities and Exchange Commission (the "Commission") (i) one or more
registration statements under the Securities Act (the "Exchange Offer
Registration Statements") relating to the Company's 9 1/4% Series B Senior Notes
due 2006 (the "Series B Senior Notes") and the Company's 10 1/2% Series B Senior
Subordinated Notes due 2009 (the "Series B Senior Subordinated Notes," and
together with the Series B Senior Notes, the "Series B Securities") which are
identical in all material respects to the Series A Securities (except that the
Series B Securities will not contain terms with respect to transfer
restrictions), to be offered in exchange for the Series A Securities (such offer
to exchange being referred to as the "Exchange Offer"), and (ii) under certain
circumstances, one or more shelf registration statements pursuant to Rule 415
under the Securities Act (the "Shelf Registration Statements"), relating to the
resale by certain holders of the Series A Securities.

2.      REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to, and agrees with, the several Initial Purchasers
that:

(a)     Each of the Preliminary Offering Memorandum and the
Offering Memorandum, as of its respective date, did not, and on the Closing Date
(as defined below) the Offering Memorandum will not, contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading;
provided, however, that the foregoing representations and warranties shall not
apply to information contained in or omitted from the Preliminary Offering
Memorandum or the Offering Memorandum in reliance upon, and in conformity with,
written information furnished to the Company through the Initial Purchasers
specifically for inclusion therein.

(b)     Each of the Preliminary Offering Memorandum and the
Offering Memorandum, as of its respective date, contains all of the information
that, if requested by a prospective purchaser of the Series A Securities, would
be required to be provided to such prospective purchaser pursuant to Rule
144A(d)(4) under the Securities Act and the rules and regulations of the
Commission thereunder (the "Rules and Regulations").

(c)     Assuming the accuracy of the representations and
warranties of the Initial Purchasers contained in Section 3 and their compliance
with the agreements set forth therein, it is not necessary, in connection with
the issuance and sale of the Series A Securities to the Initial Purchasers and
the offer, resale and delivery of the Series A Securities by the Initial
Purchasers in the manner contemplated by this Agreement and the Offering
Memorandum, to register the Series A Securities under the Securities Act or to
qualify the Indentures under the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act").

(d)     The Company, each of its Subsidiaries (as defined
below), and, to the best of the 

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Company's knowledge, without having made specific inquiry, Anam Semiconductor,
Inc. ("ASI"), have been duly incorporated or organized and are validly existing
as corporations or, in the case of AAAP (as defined below), as a limited
liability company, in good standing under the laws of their respective
jurisdictions of incorporation or organization, have all power and authority
necessary to own or hold their respective properties and to conduct the
businesses in which they are engaged, and are duly qualified to do business and
are in good standing as foreign corporations in each jurisdiction in which their
respective ownership or lease of property or the conduct of their respective
businesses requires such qualification, except where the failure to so qualify
could not reasonably be expected to have, singularly or in the aggregate, a
material adverse effect on the condition (financial or otherwise), results of
operations, business or prospects of the Company and its Subsidiaries taken as a
whole (a "Material Adverse Effect"), and no proceeding has been instituted in
any such jurisdiction, revoking, limiting or curtailing, or seeking to revoke,
limit or curtail, such power and authority or qualification, except such
proceedings which, if successful, could not reasonably be expected to have
individually or in the aggregate have a Material Adverse Effect. The Company
owns or controls, directly or indirectly, only the following corporations,
associations or other entities (each a "Subsidiary" and, collectively, the
"Subsidiaries"): AK Industries, Inc., Amkor International Holdings, Ltd., Amkor
Receivables Corp., Amkor Technology Inventory Co., Amkor Wafer Fabrications
Services, S.A.R.L., Amkor/Anam Advanced Packaging, Inc. ("AAAP"), Amkor
Technology EuroServices, S.A.R.L., Amkor/Anam Pilipinas, Inc. ("AAP"), C.I.L.
Limited, First Amkor Cayman Islands, Ltd., Guardian Assets, Inc., Second Amkor
Caymans, Inc., T.L. Limited, Amkor Technology Korea, Inc. ("AT Korea") and
P-Four, Inc. ("P-Four").

(e)     The Company has an authorized capitalization as set
forth in the Offering Memorandum, and all of the issued shares of capital stock
of the Company, have been duly and validly authorized and issued, are fully paid
and non-assessable.

(f)     All the outstanding shares of capital stock of each
Subsidiary of the Company have been duly authorized and validly issued, are
fully paid and nonassessable and, except (i) such shares of AAP and P-Four owned
by directors thereof, which shares in each case do not exceed 0.1% of the
outstanding shares of such Subsidiary, and (ii) to the extent set forth in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998
(the "10-K"), are owned by the Company directly or indirectly through one or
more wholly-owned subsidiaries, free and clear of any claim, lien, encumbrance,
security interest, restriction upon voting or transfer or any other claim of any
third party.

(g) The Company has full right, power and authority to execute
and deliver this Agreement, the Indentures, the Securities and the Registration
Rights Agreements (collectively, the "Transaction Documents"), and the Asset
Purchase Agreement, as amended prior to the date hereof (as defined in the
Indentures), the Transition Services Agreement (as defined in the Indentures)
and the Intellectual Property Rights Licensing Agreement (as defined in the
Indentures) (collectively, the "K4 Acquisition Documents"), and that certain
commitment letter dated April 9, 1999, between the Company and ASI relating to
certain equity investments by the Company in ASI (the "Equity Investment
Commitment Letter") and AT Korea has full right, power and authority to execute
and deliver the Transition Services Agreement (as defined in the Indentures),
and to perform their respective obligations hereunder and thereunder; all
corporate action required to be taken by the Company or AT Korea for the due and
proper authorization, execution and delivery of each of the Transaction
Documents, the K4 Acquisition Documents and the Equity Commitment Letter and the
consummation of the transactions contemplated thereby have been duly and validly
taken.

(h)     Each of the Indentures, when duly executed by the proper
officers of the 

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Company and delivered by the Company, assuming due authorization, execution and
delivery thereof by the Trustee party thereto, will constitute a valid and
binding agreement of the Company enforceable against the Company in accordance
with its terms, subject to the effects of bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws relating to or
affecting creditors' rights generally, general equitable principles (whether
considered in a proceeding in equity or at law) and an implied covenant of good
faith and fair dealing. The Offering Memorandum contains a fair summary of the
principal terms of the Indentures. On the Closing Date, the Indentures will
conform in all material respects to the requirements of the Trust Indenture Act
and the Rules and Regulations applicable to an indenture which is qualified
thereunder.

(i)     The Series A Securities, when duly executed,
authenticated, issued and delivered as provided in the Indentures, and upon
payment and delivery in accordance with this Agreement, and the Series B
Securities, when duly executed, authenticated, issued and delivered as provided
in the Indentures pursuant to the Exchange Offer, will be duly and validly
issued and outstanding and will constitute valid and binding obligations of the
Company entitled to the benefits of the Indenture applicable thereto and
enforceable in accordance with their terms, subject to the effects of
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors' rights generally, general
equitable principles (whether considered in a proceeding in equity or at law)
and an implied covenant of good faith and fair dealing. The Offering Memorandum
contains a fair summary of the principal terms of the Securities.

(j)     Each of this Agreement, the Registration Rights
Agreements and the Intellectual Property Rights License Agreement, when duly
executed by the proper officers of the Company and delivered by the Company,
assuming due authorization, execution and delivery thereof by the other parties
thereto, will constitute a valid and binding agreement of the Company
enforceable against the Company in accordance with its terms, subject to the
effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered in a proceeding in
equity or at law) and an implied covenant of good faith and fair dealing. The
Transition Services Agreement, when duly executed by the proper officers of AT
Korea and delivered by AT Korea, assuming due authorization, execution and
delivery thereof by the other parties thereto, will constitute a valid and
binding agreement of AT Korea enforceable against AT Korea in accordance with
its terms, subject to the effects of bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws relating to or
affecting creditors' rights generally, general equitable principles (whether
considered in a proceeding in equity or at law) and an implied covenant of good
faith and fair dealing. The Asset Purchase Agreement has been duly executed and
delivered by the proper officers of the Company and constitutes a valid and
binding agreement of the Company, enforceable against the Company in accordance
with its terms, subject to the effects of bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws relating to or
affecting creditors' rights generally, general equitable principles (whether
considered in a proceeding in equity or at law) and an implied covenant of good
faith and fair dealing. The Company has no reason to believe that the Memorandum
of Understanding for Workout of Affiliates of Anam Group dated April 1999, among
ASI, Anam Environmental Industry Co., Ltd., James J. Kim, the Council of
Creditor Financial Institutions identified in Attachment I thereto and Cho Hung
Bank (the "MOU"), has not been duly authorized, executed and delivered by ASI,
or does not constitute a valid and binding agreement of ASI, enforceable against
ASI, in accordance with its terms, subject to the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws relating to or affecting creditors' rights generally, general equitable
principles (whether considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing. The Offering Memorandum
contains a fair summary of the 

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principal terms of this Agreement, the Registration Rights Agreements, the Asset
Purchase Agreement, the Transition Services Agreement, the Intellectual Property
Rights Licensing Agreement, the Equity Investment Commitment Letter and the MOU.

(k)     There is no franchise, lease, contract, agreement or
document required by the Securities Act or by the Rules and Regulations to be
described in the 10-K or to be filed as an exhibit thereto which is not
described or filed therein as required; and all descriptions of any such
franchises, leases, contracts, agreements or documents contained in the 10-K
and/or the Offering Memorandum, to the extent such franchises, leases,
contracts, agreements or documents are described therein, are accurate and
complete descriptions of such documents in all material respects.

(l)     Neither the Company nor any of its Subsidiaries is or,
after giving effect to the offering of the Series A Securities and the
application of the proceeds thereof as described in the Offering Memorandum will
become, an "investment company" within the meaning of the Investment Company Act
of 1940, as amended and the rules and regulations of the Commission thereunder.

(m)     Except for such consents, approvals, authorizations,
registrations or qualifications as may be required under applicable state
securities laws in connection with the purchase and distribution of the Series A
Securities by the Initial Purchasers in the manner contemplated by this
Agreement and the Offering Memorandum, no consent, approval, authorization or
order of, or filing or registration with, any such court or governmental agency
or body is required for the execution, delivery and performance of the
Transaction Documents and the K4 Acquisition Documents by the Company and the
consummation of the transactions contemplated thereby.

(n)     Neither the issuance and sale of the Securities by the
Company nor the performance of the Company's obligations under the Transaction
Documents or the K4 Acquisition Documents nor the fulfillment of the terms
hereof or thereof will conflict with, or result in a breach or violation of, or
constitute a default under, or result in the imposition of any lien, charge or
encumbrance upon any property or assets of the Company or any of its
Subsidiaries pursuant to (i) the charter or by-laws of the Company or any of its
Subsidiaries, (ii) the terms or provisions of any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument to which the Company or
any of its Subsidiaries is a party or by which the Company or any of its
Subsidiaries is bound or to which any of the property or assets of the Company
or any of its Subsidiaries is subject, or (iii) any U.S. statute, law, rule,
regulation, judgment, order or decree applicable to the Company or any of its
Subsidiaries of any court or governmental agency or body having jurisdiction
over the Company or any of its Subsidiaries or any of their properties or
assets, except any conflicts, breaches or violations which, singularly or in the
aggregate, would not have a Material Adverse Effect.

(o)     Except as set forth in the Offering Memorandum, no
action, suit or proceeding by or before any court or governmental agency,
authority or body or any arbitrator involving the Company or any of its
Subsidiaries or its or their property or assets is pending or, to the best of
the Company's knowledge, threatened that could reasonably be expected to have,
singularly or in the aggregate, a material adverse effect on the performance of
the Transaction Documents, the K4 Acquisition Documents or the Equity Investment
Commitment Letter or the consummation of any of the transactions contemplated
thereby or a Material Adverse Effect.

(p)     To the best of the Company's knowledge, without having
made specific inquiry, the Transition Services Agreement and the Intellectual
Property Rights License Agreement have been duly authorized by ASI and, when
duly executed by the proper officers of ASI and delivered by ASI, will 

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be valid, binding and enforceable agreements of ASI, subject to the effects of
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors' rights generally, general
equitable principles (whether considered in a proceeding in equity or at law)
and an implied covenant of good faith and fair dealing. To the best of the
Company's knowledge, without having made specific inquiry, no action, suit or
proceeding by or before any court or governmental agency, authority or body or
any arbitrator involving ASI or its property or assets is pending or threatened
that could reasonably be expected to have a material adverse effect on ASI's
performance of the Asset Purchase Agreement, the Transition Services Agreement
or the Intellectual Property Rights License Agreement or the consummation of any
of the transactions contemplated thereby.

(q)     Each of the Company and its Subsidiaries owns or leases
all such properties as are necessary to the conduct of its operations as
presently conducted, in each case free and clear of all liens, encumbrances,
claims and defects that may result in a Material Adverse Effect.

(r)     Except as set forth in the Offering Memorandum, neither
the Company nor any of its Subsidiaries (i) is in violation of its charter or
by-laws, (ii) is in default in any respect, and no event has occurred which,
with notice or lapse of time or both, would constitute such a default, in the
due performance or observance of any term, covenant or condition contained in
any indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which it is a party or by which it is bound or to which any of its
property or assets is subject, (iii) is in violation in any respect of any
statute, law, rule, regulation, judgment order or decree of any court,
governmental body, arbitrator or other authority having jurisdiction over the
Company, any such Subsidiary or any of their respective properties or assets, or
(iv) is in non-compliance with any term or condition of, or has failed to obtain
and maintain in effect, any license, certificate, authorization or permit
required for the ownership or lease of its property or the conduct of its
business, except any violations, defaults, non-compliance or failures which,
singularly or in the aggregate, would not have a Material Adverse Effect.

(s)     Arthur Andersen LLP, who has expressed its opinion on
the audited combined financial statements of the Company and related schedules
included in the Offering Memorandum are independent public accountants with
respect to the Company and its Subsidiaries within the meaning of the Securities
Act and the Rules and Regulations.

(t)     To the best of the Company's knowledge, Samil Accounting
Corporation, an affiliate of Coopers & Lybrand LLP, who has expressed its
opinion on the audited financial statements of the ASI packaging and test
facility known as K4 ("K4") included in the Offering Memorandum are independent
public accountants with respect to ASI and its subsidiaries and K4, within the
meaning of the Securities Act and the Rules and Regulations.

(u)     The historical consolidated financial statements of the
Company and its Subsidiaries, included in the Offering Memorandum present fairly
in all material respects the financial condition, results of operation and cash
flows of the Company and its Subsidiaries, on a consolidated basis, as of the
dates and for the periods indicated, comply as to form with the accounting
requirements of the Securities Act and the rules and regulations thereunder
applicable to a registration statement on Form S-1 and have been prepared in
conformity with generally accepted accounting principles applied on a consistent
basis throughout the periods involved (except as otherwise noted therein). The
Company has no reason to believe that the historical condensed financial
statements of ASI included in the Offering Memorandum do not present fairly in
all material respects the financial condition and results of operation of ASI
and its subsidiaries on a consolidated basis, as of the dates and for the
periods indicated,

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or have not been prepared in conformity with generally accepted accounting
principles in the Republic of Korea applied on a consistent basis throughout the
periods involved. The pro forma financial information contained in the Offering
Memorandum has been prepared on a basis consistent with the historical financial
statements contained in the Offering Memorandum (except for the pro forma
adjustments specified therein), includes all material adjustments to the
historical financial information required by Rule 11-02 of Regulation S-X under
the Securities Act and the Exchange Act to reflect the transactions described in
the Offering Memorandum, gives effect to assumptions made on a reasonable basis
and fairly presents the historical and proposed transactions contemplated by the
Offering Memorandum, the Transaction Documents and the K4 Acquisition Documents.
The other historical financial and statistical information and data included in
the Offering Memorandum are, in all material respects, fairly presented.

(v)     To the best of the Company's knowledge, there are no
transfer taxes or other similar fees or charges under Federal law or the laws of
any state, or any political subdivision thereof, required to be paid in
connection with the execution and delivery of this Agreement or the sale by the
Company of the Securities.

(w)     Neither the Company nor any of its Subsidiaries has been
or is in violation of any federal or state law or regulation relating to
occupational safety and health or to the storage, handling or transportation of
hazardous or toxic materials and the Company and its Subsidiaries have received
all permits, licenses or other approvals required of them under applicable
federal and state occupational safety and health and environmental laws and
regulations to conduct their respective businesses, and the Company and each of
its Subsidiaries is in compliance with all terms and conditions of any such
permit, license or approval, except any such violation of law or regulation,
failure to receive required permits, licenses or other approvals or failure to
comply with the terms and conditions of such permits, licenses or approvals
which could reasonably be expected to, singly or in the aggregate, have a
Material Adverse Effect, except as described in the Offering Memorandum.

(x)     Except as described in the Offering Memorandum, the
Company and its Subsidiaries each (i) have filed all federal, state, local and
foreign income and franchise tax returns that are required to be filed or have
requested extensions thereof (except in any case in which the failure so to file
would not have a Material Adverse Effect), (ii) have paid all federal, state,
local and foreign taxes shown as payable on such returns, to the extent that any
of the foregoing is due and payable, except for any such tax that is currently
being contested in good faith or as would not have a Material Adverse Effect,
and (iii) do not have any tax deficiency or claims outstanding or assessed or,
to the best of the Company's knowledge, proposed against it which could
reasonably be expected to have a Material Adverse Effect.

(y)     No labor dispute with the employees of the Company or
any of its Subsidiaries exists or, to the best of the Company's knowledge, is
threatened that could reasonably be expected to have a Material Adverse Effect.

(z)     The Company and each of its Subsidiaries are insured by
insurers of recognized financial responsibility against such losses and risks
and in such amounts as are prudent for the businesses in which they are engaged;
and neither the Company nor any such Subsidiary has any reason to believe that
it will not be able to renew its existing insurance coverage as and when such
coverage expires or to obtain similar coverage from similar insurers as may be
necessary to continue its business at a cost that would not have a Material
Adverse Effect, except as described in or contemplated in the Offering
Memorandum.

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(aa)    No Subsidiary of the Company is currently prohibited,
directly or indirectly, from paying any dividends to the Company, from making
any other distribution on such Subsidiary's capital stock, from repaying to the
Company any loans or advances to such Subsidiary from the Company or from
transferring any of such Subsidiary's property or assets to the Company or any
other Subsidiary of the Company, except as described in or contemplated in the
Offering Memorandum.

(bb)    The Company and each of its Subsidiaries maintains a
system of internal accounting controls sufficient to provide reasonable
assurances that (i) transactions are executed in accordance with management's
general or specific authorization; (ii) transactions are recorded as necessary
to permit preparation of financial statements in conformity with generally
accepted accounting principles and to maintain accountability for assets; (iii)
access to assets is permitted only in accordance with management's general or
specific authorization; and (iv) the recorded accountability for assets is
compared with existing assets at reasonable intervals and appropriate action is
taken with respect to any differences.

(cc)    The Company and each of its Subsidiaries owns or has
obtained licenses for the patents, patent applications, trade and service marks,
trade secrets and other intellectual properties referenced or described in the
Offering Memorandum as being owned by or licensed to them (collectively, the
"Intellectual Property"). Except as set forth in or contemplated in the Offering
Memorandum, (i) to the best of the Company's knowledge, there are no rights of
third parties to any such Intellectual Property owned by the Company or any of
its Subsidiaries; (ii) to the best of the Company's knowledge, there is no
material infringement by third parties of any such Intellectual Property; (iii)
there is no pending or, to the best of the Company's knowledge, threatened
action, suit, proceeding or claim by others challenging the rights of the
Company or any of its Subsidiaries in or to any such Intellectual Property, and
the Company is unaware of any facts which would form a reasonable basis for any
such claim; (iv) there is no pending or, to the best of the Company's knowledge,
threatened action, suit, proceeding or claim by others challenging the validity
or scope of any such Intellectual Property; (v) there is no pending or, to the
best of the Company's knowledge, threatened action, suit, proceeding or claim by
others that the Company or any of its Subsidiaries infringes or otherwise
violates any patent, trademark, copyright, trade secret or other proprietary
rights of others; (vi) to the best of the Company's knowledge, there is no U.S.
patent or published U.S. patent application which contains claims that dominate
or may dominate any Intellectual Property described in the Offering Memorandum
as being owned by or licensed to the Company or any of its Subsidiaries that
interferes with the issued or pending claims of any such Intellectual Property;
and (vii) there is no prior art of which the Company is aware that may render
any U.S. patent held by the Company or any of its Subsidiaries invalid or any
U.S. patent application held by the Company or any of its Subsidiaries
unpatentable which has not been disclosed to the U.S. Patent and Trademark
Office, in each case that could reasonably be expected to result in a Material
Adverse Effect. Each of the Company and its Subsidiaries owns or could obtain
the Intellectual Property or has the rights to the Intellectual Property that is
necessary to conduct the Company's business as described in the Offering
Memorandum.

(dd)    None of the Company nor any of its affiliates or any
other person acting on its or their behalf has engaged, in connection with the
offering of the Series A Securities, in any form of general solicitation or
general advertising within the meaning of Rule 502(c) of Regulation D
("Regulation D") under the Securities Act.

(ee)    Neither the Company nor any of its affiliates has,
directly or through any agent, sold, offered for sale, solicited offers to buy
or otherwise negotiated in respect of, any security (as such term is defined in
the Securities Act), which is or will be integrated with the sale of the Series
A 

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Securities in a manner that would require registration of the Series A
Securities under the Securities Act.

(ff)    The Series A Securities satisfy the eligibility
requirements of Rule 144A(d)(3) under the Securities Act.

(gg)    Neither the Company nor its affiliated purchasers, as
defined in Rule 100 of Regulation M ("Regulation M") under the Exchange Act,
either alone or with one or more other persons, (i) has taken, either directly
or indirectly, any action which was designed to cause or result in,
stabilization or manipulation of the price of any security of the Company
("Subject Securities") in connection with the offering of the Securities or (ii)
will bid for or purchase any Subject Securities of the Company or any other
covered securities (within the meaning of Regulation M) relating to the Subject
Securities (together with Subject Securities, "Covered Securities"), or attempt
to induce any person to bid for or purchase any Covered Securities, in either
case, for the purpose of creating actual or apparent active trading in, or
raising the price of the Securities.

(hh)    There are no outstanding loans, advances (except normal
advances for business expenses in the ordinary course of business) or guarantees
of indebtedness by the Company or any of its Subsidiaries to or for the benefit
of any of the officers or directors of the Company or any of its Subsidiaries or
any of the members of the families of any of them, which loans, advances or
guarantees are required to be, and are not, disclosed in the 10-K.

(ii)    There have not been, and there are not proposed, (i) any
transactions or agreements between the Company or any of its Subsidiaries on the
one hand and the officers, directors or stockholders of the Company or any of
its Subsidiaries on the other hand, or (ii) any transactions or agreements
between the Company on the one hand and any of its Subsidiaries on the other
hand, or among any of the Company's Subsidiaries, which transactions or
agreements are required to be, and are not, disclosed in the 10-K.

(jj)    No officer or director of the Company is in breach or
violation of any employment agreement, non-competition agreement,
confidentiality agreement or other agreement restricting the nature or scope of
employment to which such officer or director is a party, other than such
breaches or violations which could reasonably be expected to, individually or in
the aggregate, have a Material Adverse Effect; neither the current conduct nor
the proposed conduct of the Company's business, as described in the Offering
Memorandum, could reasonably be expected to result in a breach or violation of
any such agreement.

(kk)    Neither the Company nor any of its Subsidiaries has
sustained, since the date of the latest audited financial statements included in
the Offering Memorandum, any material loss or interference with its business
from fire, explosion, flood or other calamity, whether or not covered by
insurance, or from any labor dispute or court or governmental action, order or
decree, otherwise than as set forth or contemplated in the Offering Memorandum;
and, since such date, there has not been any change in the capital stock or
long-term debt of the Company or any of its Subsidiaries or any development
which could reasonably be expected to have a Material Adverse Effect, otherwise
than as set forth or contemplated in the Offering Memorandum.

(ll)    No "prohibited transaction" (as defined in Section 406
of the Employee Retirement Income Security Act of 1974, as amended, including
the regulations and published interpretations thereunder ("ERISA"), or Section
4975 of the Internal Revenue Code of 1986, as amended from time to time (the
"Code")) or "accumulated funding deficiency" (as defined in Section 302 of

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ERISA) or any of the events set forth in Section 4043(b) of ERISA (other than
events with respect to which the 30-day notice requirement under Section 4043 of
ERISA has been waived) has occurred with respect to any employee benefit plan
which could reasonably be expected to have a Material Adverse Effect; each
employee benefit plan is in compliance in all material respects with applicable
law, including ERISA and the Code; the Company has not incurred and does not
expect to incur liability under Title IV of ERISA with respect to the
termination of, or withdrawal from, any "pension plan"; and each "pension plan"
(as defined in ERISA) for which the Company would have any liability that is
intended to be qualified under Section 401(a) of the Code is so qualified in all
material respects and nothing has occurred, whether by action or by failure to
act, which could cause the loss of such qualification.

(mm)    The minute books of the Company and each of its
Subsidiaries have been made available to the Initial Purchasers and counsel for
the Initial Purchasers, and such books contain a fair summary of all meetings
and actions of the directors and shareholders of the Company and each of its
Subsidiaries since the time of its respective incorporation through the date of
the latest meeting and action.

(nn)    On and immediately after the Closing Date (as defined
below), the Company (after giving effect to the issuance of the Series A
Securities and to the other transactions related thereto as described in the
Offering Memorandum) will be Solvent. As used in this paragraph, the term
"Solvent" means, with respect to a particular date, that on such date (i) the
present fair market value (or present fair saleable value) of the assets of the
Company is not less than the total amount required to pay the probable
liabilities of the Company on its total existing debts and liabilities
(including contingent liabilities) as they become absolute and matured, (ii) the
Company is able to realize upon its assets and pay its debts and other
liabilities, contingent obligations and commitments as they mature and become
due in the normal course of business, (iii) assuming the sale of the Series A
Securities as contemplated by this Agreement and the Offering Memorandum, the
Company is not incurring debts or liabilities beyond its ability to pay as such
debts and liabilities mature and (iv) the Company is not engaged in any business
or transaction, and is not about to engage in any business or transaction, for
which its property would constitute unreasonably small capital after giving due
consideration to the prevailing practice in the industry in which the Company is
engaged. In computing the amount of such contingent liabilities at any time, it
is intended that such liabilities will be computed at 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.

(oo)    Neither the Company nor any of its Subsidiaries own any
"margin securities" as that term is defined in Regulations of the Board of
Governors of the Federal Reserve System (the "Federal Reserve Board"), and none
of the proceeds of the sale of the Securities will be used, directly or
indirectly, for the purpose of purchasing or carrying any margin security, for
the purpose of reducing or retiring any indebtedness which was originally
incurred to purchase or carry any margin security or for any other purpose which
might cause any of the Securities to be considered a "purpose credit" within the
meanings of Regulation T, U or X of the Federal Reserve Board.

(pp)    Neither the Company nor any of its Subsidiaries is a
party to any contract, agreement or understanding with any person that would
give rise to a valid claim against the Company or the Initial Purchasers for a
brokerage commission, finder's fee or like payment in connection with the
offering and sale of the Series A Securities.

(qq)    No forward-looking statement (within the meaning of
Section 27A of the 

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Securities Act and Section 21E of the Exchange Act) contained in the Offering
Memorandum has been made for which the Company's management did not have a
reasonable basis.

(rr)    The Company has reviewed its operations and that of its
Subsidiaries and any third parties with which the Company or any of its
Subsidiaries has a material relationship to evaluate the extent to which the
business or operations of the Company or any of its Subsidiaries will be
affected by the Year 2000 Problem. As a result of such review, the Company has
no reason to believe, and does not believe, that the Year 2000 Problem will have
a Material Adverse Effect, except as set forth in the Offering Memorandum. The
"Year 2000 Problem" as used herein means any significant risk that computer
hardware or software used in the receipt, transmission, processing,
manipulation, storage, retrieval, retransmission or other utilization of data or
in the operation of mechanical or electrical systems of any kind will not, in
the case of dates or time periods occurring after December 31, 1999, function at
least as effectively as in the case of dates or time periods occurring prior to
January 1, 2000.

(ss)    Except as set forth in the Offering Memorandum, neither
the Company nor any of its Subsidiaries nor, to the best of the Company's
knowledge, any employee or agent of the Company of any of its Subsidiaries, has
made any contribution or other payment to any official of, or candidate for, any
federal, state or foreign office in violation of any law which could reasonably
be expected to have a Material Adverse Effect .

(tt)    To the best of the Company's knowledge, without having
made specific inquiry, the MOU is in full force and effect as of the date hereof
and has not been modified or terminated by any of the parties thereto.

3.      PURCHASE, SALE AND DELIVERY OF OFFERED SECURITIES.

(a)     On the basis of the representations, warranties and
agreements herein contained, but subject to the terms and conditions herein set
forth, the Company agrees to issue and sell to each Initial Purchaser, and each
Initial Purchaser agrees, severally and not jointly, to purchase from the
Company, at a purchase price of 97.75% of the principal amount thereof with
respect to the Series A Senior Notes, and at a purchase price of 97.25% of the
principal amount thereof with respect to the Series A Senior Subordinated Notes,
plus accrued interest, if any, from May 13, 1999 to the Closing Date, the
principal amount of Series A Securities set forth opposite the name of such
Initial Purchaser on Schedule A hereto. The Company shall not be obligated to
deliver any of the Series A Securities except upon payment for all of the Series
A Securities to be purchased as provided herein.

Delivery of and payment for the Series A Securities shall be
made at the offices of Wilson Sonsini Goodrich & Rosati, 650 Page Mill Road,
Palo Alto, California 94304, or at such other place as shall be agreed upon by
SG Cowen Securities Corporation ("SG Cowen") and the Company, at 10:00 A.M., New
York City time, on May 13, 1999, or at such other date or time as shall be
agreed upon by SG Cowen and the Company (such date and time being referred to
herein as the "Closing Date").

The Series A Securities to be purchased by each Initial
Purchaser hereunder and sold to Qualified Institutional Buyers (as defined
below) shall be represented by one or more global securities in book-entry form
which will be deposited by or on behalf of the Company with The Depository Trust
Company or its designated custodian. On the Closing Date, the Company shall
deliver or cause to be delivered the Series A Securities to SG Cowen for the
account of each Initial Purchaser against payment to or upon the order of the
Company of the purchase price by wire transfer payable in Federal (same day)

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funds by causing The Depository Trust Company to credit the Series A Securities
to the account of SG Cowen at The Depository Trust Company.

(b)     The Initial Purchasers have advised the Company that
they propose to offer the Series A Securities for resale upon the terms and
subject to the conditions set forth herein and in the Offering Memorandum. Each
Initial Purchaser, severally and not jointly, represents and warrants to, and
agrees with, the Company that (i) it is purchasing the Series A Securities
pursuant to a private sale exempt from registration under the Securities Act,
(ii) it has not solicited offers for, or offered or sold, and will not solicit
offers for, or offer or sell, the Series A Securities by means of any form of
general solicitation or general advertising within the meaning of Rule 502(c) of
Regulation D or in any manner involving a public offering within the meaning of
Section 4(2) of the Securities Act and (iii) it has solicited and will solicit
offers for the Series A Securities only from, and has offered or sold and will
offer, sell or deliver the Series A Securities, as part of its initial offering,
only to persons whom it reasonably believes to be qualified institutional buyers
("Qualified Institutional Buyers") as defined in Rule 144A under the Securities
Act, or if any such person is buying for one or more institutional accounts for
which such person is acting as fiduciary or agent, only when such person has
represented to it that each such account is a Qualified Institutional Buyer to
whom notice has been given that such sale or delivery is being made in reliance
on Rule 144A and in each case, in transactions in accordance with Rule 144A.
Each Initial Purchaser, severally and not jointly, agrees that, prior to or
simultaneously with the confirmation of sale by such Initial Purchaser to any
purchaser of any of the Series A Securities purchased by such Initial Purchaser
from the Company pursuant hereto, such Initial Purchaser shall furnish to that
purchaser a copy of the Offering Memorandum (and any amendment or supplement
thereto that the Company shall have furnished to such Initial Purchaser prior to
the date of such confirmation of sale). In addition to the foregoing, each
Initial Purchaser acknowledges and agrees that the Company and, for purposes of
the opinions to be delivered to the Initial Purchasers pursuant to Sections
6(d), (e), (f), (g), (h) and (i), counsel for the Company and for the Initial
Purchasers, respectively, may rely upon the accuracy of the representations and
warranties of the Initial Purchasers and their compliance with their agreements
contained in this Section 3, and each Initial Purchaser hereby consents to such
reliance.

(c)     The Company acknowledges and agrees that the Initial
Purchasers may sell Series A Securities to any affiliate of an Initial Purchaser
and that any such affiliate may sell Series A Securities purchased by it to an
Initial Purchaser.

4.      FURTHER AGREEMENTS OF THE COMPANY. The Company agrees with each
of the several Initial Purchasers:

(a)     To advise the Initial Purchasers promptly and, if
requested, confirm such advice in writing, of the happening of any event which
makes any statement of a material fact made in the Offering Memorandum untrue or
which requires the making of any additions to or changes in the Offering
Memorandum (as amended or supplemented from time to time) in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; to advise the Initial Purchasers promptly of any order
preventing or suspending the use of the Preliminary Offering Memorandum or the
Offering Memorandum, of any suspension of the qualification of the Series A
Securities for offering or sale in any jurisdiction and of the initiation or
threatening of any proceeding for any such purpose; and to use its best efforts
to prevent the issuance of any such order preventing or suspending the use of
the Preliminary Offering Memorandum or the Offering Memorandum or suspending any
such qualification and, if any such suspension is issued, to obtain the lifting
thereof at the earliest possible time.

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(b)     To furnish promptly to each of the Initial Purchasers
and to counsel for the Initial Purchasers, without charge, as many copies of the
Preliminary Offering Memorandum and the Offering Memorandum (and any amendments
or supplements thereto) as may be reasonably requested.

(c)     Prior to making any amendment or supplement to the
Offering Memorandum, to furnish a copy thereof to each of the Initial Purchasers
and counsel for the Initial Purchasers and not to effect any such amendment or
supplement to which the Initial Purchasers shall reasonably object by notice to
the Company after a reasonable period to review.

(d)     If, at any time prior to completion of the resale of the
Series A Securities by the Initial Purchasers, any event shall occur or
condition exist as a result of which it is necessary, in the opinion of counsel
for the Initial Purchasers or counsel for the Company, to amend or supplement
the Offering Memorandum in order that the Offering Memorandum will 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
existing at the time it is delivered to a purchaser, not misleading, or if it is
necessary to amend or supplement the Offering Memorandum to comply with
applicable law, to promptly prepare such amendment or supplement as may be
necessary to correct such untrue statement or omission or so that the Offering
Memorandum, as so amended or supplemented, will comply with applicable law.

(e)     For so long as the Series A Securities are outstanding
and are "restricted securities" within the meaning of Rule 144(a)(3) under the
Securities Act, to furnish to holders of the Series A Securities and prospective
purchasers of the Series A Securities designated by such holders, upon request
of such holders or such prospective purchasers, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act, unless the
Company is then subject to and in compliance with Section 13 or 15(d) of the
Exchange Act (the foregoing agreement being for the benefit of the holders from
time to time of the Securities and prospective purchasers of the Series A
Securities designated by such holders).

(f)     To promptly take from time to time such actions as the
Initial Purchasers may reasonably request to qualify the Series A Securities for
offering and sale under the securities or Blue Sky laws of such jurisdictions as
the Initial Purchasers may designate and to continue such qualifications in
effect for so long as required for the distribution of the Series A Securities;
provided that the Company and its subsidiaries shall not be obligated to qualify
as foreign corporations in any jurisdiction in which they are not so qualified
or to file a general consent to service of process in any jurisdiction.

(g)     During the period of five years from the date hereof,
the Company will deliver to the Initial Purchasers, (i) as soon as they are
available, copies of all reports or other communications furnished to
shareholders and (ii) as soon as they are available, copies of any reports and
financial statements furnished or filed with the Commission pursuant to the
Exchange Act or any national securities exchange or automatic quotation system
on which the Securities or any class of securities of the Company are listed or
quoted.

(h)     During the period beginning from the date hereof and
continuing to and including the Closing Date, the Company will not offer for
sale, sell, contract to sell or otherwise dispose of directly or indirectly, or
file a registration statement for, or announce any offering of, any securities
of the Company that are substantially similar to the Series A Securities.

(i)     To assist the Initial Purchasers in arranging for the
Securities to be designated Private Offerings, Resales and Trading through
Automated Linkages ("PORTAL") Market securities in 

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accordance with the rules and regulations adopted by the National Association of
Securities Dealers, Inc. ("NASD") relating to trading in the PORTAL Market and
for the Series A Securities to be eligible for clearance and settlement through
The Depository Trust Company ("DTC").

(j)     Not to, and use reasonable efforts to cause its
affiliates not to, sell, offer for sale or solicit offers to buy or otherwise
negotiate in respect of any security (as such term is defined in the Securities
Act) which could be integrated with the sale of the Series A Securities in a
manner which would require registration of the Series A Securities under the
Securities Act.

(k)     Except following the effectiveness of the Exchange Offer
Registration Statement or the Shelf Registration Statement, as the case may be,
not to, and to cause its affiliates not to, and not to authorize or knowingly
permit any person acting on their behalf to, solicit any offer to buy or offer
to sell the Series A Securities by means of any form of general solicitation or
general advertising within the meaning of Regulation D or in any manner
involving a public offering within the meaning of Section 4(2) of the Securities
Act; and not to offer, sell, contract to sell or otherwise dispose of, directly
or indirectly, any securities under circumstances where such offer, sale,
contract or disposition would cause the exemption afforded by Section 4(2) of
the Securities Act to cease to be applicable to the offering and sale of the
Series A Securities as contemplated by this Agreement and the Offering
Memorandum.

(l)     During the period from the Closing Date until two years
after the Closing Date, without the prior written consent of the Initial
Purchasers, not to, and not permit any of its affiliates (as defined in Rule 144
under the Securities Act) to, resell any of the Securities that have been
reacquired by them, except for Securities purchased by the Company or any of its
affiliates and resold in a transaction registered under the Securities Act.

(m)     Prior to the Closing Date, the Company will furnish to
the Initial Purchasers, promptly following the time they have been publicly
released, copies of any unaudited interim consolidated financial statements of
the Company for any periods subsequent to the periods covered by the financial
statements appearing in the Offering Memorandum.

(n)     Prior to the Closing Date, the Company will not issue
any press release or other public communication directly or indirectly or hold
any press conference with respect to the Company, its condition, financial or
otherwise, or earnings, business affairs or business prospects (except for
routine oral marketing communications in the ordinary course of business and
consistent with the past practices of the Company and of which the Initial
Purchasers are notified), without consultation with SG Cowen, unless in the
judgment of the Company and its counsel, and after notification to the Initial
Purchasers, such press release or public communication is required by law.

(o)     In connection with the offering of the Series A
Securities, until SG Cowen shall have notified the Company of the completion of
the resale of the Series A Securities, the Company will not, and will cause its
affiliated purchasers (as defined in Regulation M under the Exchange Act) not
to, either alone or with one or more other persons, bid for or purchase, for any
account in which it or any of its affiliated purchasers has a beneficial
interest, any Series A Securities, or attempt to induce any person to purchase
any Series A Securities; and not to, and to cause its affiliated purchasers not
to, make bids or purchase for the purpose of creating actual, or apparent,
active trading in or of raising the price of the Series A Securities.

(p)     The Company will not take any action prior to the
Closing Date which would require the Offering Memorandum to be amended or
supplemented pursuant to Section 4(b).

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(q)     The Company will apply the net proceeds from the sale of
the Series A Securities as set forth in the Offering Memorandum under the
heading "Use of Proceeds".

(r)     The Company will not, for so long as the Series A
Securities are outstanding, be or become, or be or become owned by, an open-end
investment company, unit investment trust or face-amount certificate company
that is or is required to be registered under Section 8 of the Investment
Company Act, and will not be or become, or be or become owned by, a closed-end
investment company required to be registered, but not registered thereunder.

(s)     In connection with the offering of the Series A
Securities, until the earlier to occur of (i) the date SG Cowen shall have
notified the Company of the completion of the resale of the Series A Securities
or (ii) 30 days following the Closing Date, the Company will make its officers,
employees, independent accountants and legal counsel reasonably available upon
request by SG Cowen.

(t)     To not take any action prior to the execution and
delivery of the Indentures which, if taken after such execution and delivery,
would have violated any of the covenants contained in the Indentures.

(u)     The Company confirms as of the date hereof that it is in
compliance with all provisions of Section 1 of Laws of Florida, Chapter 92-198,
An Act Relating to Disclosure of Doing Business with Cuba, and the Company
further agrees that if it commences engaging in business with the government of
Cuba or with any person or affiliate located in Cuba after the date of the
Offering Memorandum, or if the information reported in the 10-K, if any,
concerning the Company's business with Cuba or with any person or affiliate
located in Cuba changes in any material way, the Company will provide the
Florida Department of Banking and Finance (the "Department") notice of such
business or change, as appropriate, in a form acceptable to the Department.

5.      PAYMENT OF EXPENSES. The Company agrees with the Initial
Purchasers to pay (a) the costs incident to the authorization, issuance, sale,
preparation and delivery of the Series A Securities and any taxes payable in
that connection; (b) the costs incident to the preparation, printing and
distribution of the Preliminary Offering Memorandum, Offering Memorandum and any
amendments and exhibits thereto, the costs of printing, reproducing and
distributing the applicable Transaction Documents by mail, telex or other means
of communications; (c) all expenses incurred in connection with the application
for quotation of the Series A Securities on the PORTAL Market and the approval
of the Series A Securities for book-entry transfer by the Depository Trust
Company; (d) any applicable listing or other fees; (e) the fees and expenses of
qualifying the Series A Securities under the securities laws of the several
jurisdictions as provided in Section 4(f) and of preparing, printing and
distributing Blue Sky Memoranda and Legal Investment Surveys (including related
fees and expenses of counsel to the Initial Purchasers); (f) all fees and
expenses of the Trustees or any agent thereof; (g) any fees charged by
securities rating services for rating the Series A Securities; and (h) all other
costs and expenses incident to the performance of the obligations of the Company
under this Agreement (including, without limitation, the fees and expenses of
the Company's counsel and the Company's independent accountants); provided that,
except as otherwise provided in this Section 5 and in Section 9, the Initial
Purchasers shall pay their own costs and expenses, including the fees and
expenses of their counsel, any transfer taxes on the Series A Securities which
they may sell and the expenses of advertising any offering of the Series A
Securities made by the Initial Purchasers.

6.      CONDITIONS OF INITIAL PURCHASERS' OBLIGATIONS. The respective
obligations of the several Initial Purchasers hereunder are subject to the
accuracy in all material respects, when made and 

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on the Closing Date, of the representations and warranties of the Company
contained herein, to the accuracy in all material respects of the statements of
the Company made in any certificates pursuant to the provisions hereof, to the
performance by the Company of its obligations hereunder, and to each of the
following additional terms and conditions:

(a)     The Offering Memorandum (and any amendments or
supplements thereto) shall have been printed and copies distributed to the
Initial Purchasers as promptly as practicable on or following the date of this
Agreement or at such other date and time as to which the Company and the Initial
Purchasers may agree; and no stop order suspending the sale of the Series A
Securities in any jurisdiction shall have been issued and no proceeding for that
purpose shall have been commenced or shall be pending or threatened.

(b)     None of the Initial Purchasers shall have discovered and
disclosed to the Company on or prior to the Closing Date that the Offering
Memorandum or any amendment or supplement thereto contains an untrue statement
of a fact which, in the opinion of counsel for the Initial Purchasers, is
material or omits to state any fact which, in the opinion of such counsel, is
material and is required to be stated therein or is necessary to make the
statements therein not misleading, which has not been corrected in an amendment
or supplement to the Offering Memorandum prior to the Closing Date as required
pursuant to Section 4(d) hereof.

(c)     All corporate proceedings and other legal matters
incident to the authorization, form and validity of each of each of the
Transaction Documents, the K4 Acquisition Documents, the Offering Memorandum and
all other legal matters relating to this Agreement and the transactions
contemplated hereby shall be reasonably satisfactory in all material respects to
counsel for the Initial Purchasers, and the Company shall have furnished to such
counsel all documents and information that they may reasonably request to enable
them to pass upon such matters.

(d)     Wilson, Sonsini, Goodrich & Rosati Professional
Corporation shall have furnished to the Initial Purchasers such counsel's
written opinion, as counsel to the Company, addressed to the Initial Purchasers
and dated the Closing Date, in form and substance reasonably satisfactory to the
Initial Purchasers, to the effect that:

i.      Each of the Company and its Subsidiaries
incorporated or organized under the laws of any state of the United States (the
"U.S. Subsidiaries") has been duly incorporated or organized and is validly
existing as a corporation or, in the case of AAAP, a limited liability company,
in good standing under the laws of their respective jurisdictions of
incorporation or organization, with full power and authority to own or hold its
properties and to conduct its business as described in the Offering Memorandum.

ii.     The Company has an authorized capitalization as
set forth in the Offering Memorandum, and all of the issued shares of capital
stock of the Company have been duly and validly authorized and issued, are fully
paid and non-assessable and conform as to legal matters in all material respects
to the description thereof contained in the Offering Memorandum.

iii.    All the outstanding shares of capital stock of
each U.S. Subsidiary have been duly authorized and validly issued, are fully
paid and nonassessable.

iv.     The Company has full right, power and authority
to execute and deliver each of the Transaction Documents, the K4 Acquisition
Documents to which it is a party and the Equity 

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Investment Commitment Letter and to perform its obligations thereunder; and all
corporate action required to be taken for the due and proper authorization,
execution and delivery of each of the Transaction Documents to which the Company
is a party and the consummation of the transactions contemplated thereby have
been duly and validly taken.

v.      This Agreement, the Indentures, the Registration
Rights Agreements, the Asset Purchase Agreement and the Intellectual Property
Rights Licensing Agreement have been duly executed and delivered by the Company.

vi.     The Equity Investment Commitment Letter has been
duly executed and delivered by the Company.

vii.    The statements made in the Offering Memorandum
under the headings "Description of Notes" and "Plan of Distribution," insofar as
they purport to constitute a summary of the legal matters or documents referred
to therein, fairly summarize such legal matters and the principal terms of the
Transaction Documents in all material respects.

viii.   Except for such consents, approvals,
authorizations, registrations or qualifications as may be required under
applicable state securities laws in connection with the purchase and
distribution of the Series A Securities by the Initial Purchasers in the manner
contemplated by this Agreement and the Offering Memorandum, no consent,
approval, authorization or order of, or filing or registration with, any U.S.
court, governmental agency or body is required for the execution, delivery and
performance of the Transaction Documents or the K4 Acquisition Documents to
which the Company is a party by the Company and the consummation of the
transactions contemplated thereby, except where the failure to obtain such
consents, approvals, authorizations or orders or make such filings or
registrations could not reasonably be expected to have a Material Adverse
Effect.

ix.     Neither the issue and sale of the Series A
Securities nor the performance of the Company's obligations under the
Transaction Documents or the K4 Acquisition Documents nor the fulfillment of the
terms thereof will result in a breach or violation of or imposition of any lien,
charge or encumbrance upon any property or assets of the Company or any of the
U.S. Subsidiaries pursuant to (i) the charter or by-laws of the Company or any
U.S. Subsidiary, or (ii) any U.S., California or Delaware statute, law, rule,
regulation, judgment, order or decree known to such counsel applicable to the
Company or any of the U.S. Subsidiaries of any U.S., California or Delaware
court or governmental agency or body having jurisdiction over the Company or any
of the U.S. Subsidiaries or any of their property or assets.

x.      The Company is not and, after giving effect to
the offering and sale of the Series A Securities and the application of the
proceeds thereof as described in the Offering Memorandum under the heading "Use
of Proceeds," will not be an "investment company" within the meaning of the
Investment Company Act and the rules and regulations of the Commission
thereunder.

xi.     Assuming the accuracy of the representations,
warranties and agreements of the Company and of the Initial Purchasers contained
in this Agreement, no registration of the Series A Securities under the
Securities Act or qualification of the Indenture under the Trust Indenture Act
is required in connection with the issuance and sale of the Series A Securities
of the Company and the offer, resale and delivery of the Series A Securities by
the Initial Purchasers in the manner contemplated by this Agreement and the
Offering Memorandum.

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Such counsel has participated in conferences with officers and
other representatives of the Company, representatives of the independent
certified public accountants of the Company and the Initial Purchasers and its
representatives at which the contents of the Preliminary Offering Memorandum and
the Offering Memorandum and related matters were discussed and, although such
counsel is not passing upon, and assumes no responsibility for, the accuracy,
completeness or fairness of the statements contained in the Preliminary Offering
Memorandum or the Offering Memorandum (except as indicated above), on the basis
of the foregoing, no facts have come to such counsel's attention which led such
counsel to believe that the Offering Memorandum, as of its date or the Closing
Date, contained or contains an untrue statement of a material fact or omitted or
omits to state a material fact required or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading (except as to financial statements and schedules and other financial
and statistical data included therein).

In rendering such opinion, such counsel may rely (A) as to
matters involving the application of laws of any jurisdiction other than the
State of California, the United States or the corporate laws of the State of
Delaware, to the extent they deem proper and specify in such opinion, upon the
opinion of other counsel of good standing whom they believe to be reliable and
who are satisfactory to counsel for the Initial Purchasers and (B) as to matters
of fact, to the extent they deem proper, on certificates of responsible officers
of the Company and the U.S. Subsidiaries and public officials. Such opinion may
also contain customary qualifications and limitations. References to the
Offering Memorandum in this paragraph (d) include any amendments or supplements
thereto at the Closing Date.

(e)     Winthrop, Stimson, Putnam & Roberts, special New York
counsel to the Company, shall have furnished to the Initial Purchasers such
counsel's written opinion, addressed to the Initial Purchasers and dated the
Closing Date, in form and substance reasonably satisfactory to the Initial
Purchasers, to the effect that:

i.      Assuming due authorization, execution and
delivery thereof by all the parties thereto, each of the Indentures constitutes
a valid and legally binding agreement of the Company enforceable against the
Company in accordance with its terms, except to the extent limited by applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws affecting creditors' rights generally and by general
equitable principles (whether considered in a proceeding in equity or at law).

ii.     The Series A Securities, when executed and
issued by the Company and, assuming due authorization, execution and delivery
thereof by the Company and the Trustees, and upon payment and delivery in
accordance with this Agreement, will constitute valid and legally binding
obligations of the Company, enforceable against the Company in accordance with
their terms, except to the extent limited by applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws
affecting creditors' rights generally and by general equitable principles
(whether considered in a proceeding in equity or at law) and entitled to the
benefits of the Indenture under which they are issued.

iii.    Assuming due authorization, execution and
delivery thereof by all the parties thereto, the Registration Rights Agreements
constitute the valid and legally binding agreements of the Company enforceable
against the Company in accordance with their terms, except to the extent limited
by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws affecting creditors' rights generally and by
general equitable principles (whether 

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considered in a proceeding in equity or at law).

iv. Neither the issue and sale of the Series A Securities nor
the performance of the Company's obligations under the Transaction Documents nor
the fulfillment of the terms thereof will conflict with, or result in a breach
or violation of or imposition of any lien, charge or encumbrance upon any
property or assets of the Company or any of the U.S. Subsidiaries pursuant to
any New York statute, law, rule, regulation, judgment, order or decree known to
such counsel applicable to the Company or any of the U.S. Subsidiaries of any
New York court or governmental agency or body having jurisdiction over the
Company or any of the U.S. Subsidiaries or any of their property or assets.

In rendering such opinion, such counsel may relay (A) as to
matters involving the application of laws of any jurisdiction other than the
State of New York or the United States, to the extent they deem proper and
specify in such opinion, upon the opinion of other counsel of good standing whom
they believe to be reliable and who are satisfactory to counsel for the Initial
Purchasers and (B) as to matters of fact, to the extent they deem proper, on
certificates of responsible officers of the Company and the U.S. Subsidiaries
and public officials. Such opinion may also contain customary qualifications and
limitations. References to the Offering Memorandum in this paragraph (e) include
any amendments or supplements thereto at the Closing Date.

(f)     Kevin Heron, Esq., the General Counsel of the Company,
shall have furnished to the Initial Purchasers such counsel's written opinion,
as counsel to the Company, addressed to the Initial Purchasers and dated the
Closing Date, in form and substance reasonably satisfactory to the Initial
Purchasers, to the effect that:

i.      Neither the issue and sale of the Securities nor
the performance of the Company's obligations under this Agreement, the
Indentures, the Securities or the Registration Rights Agreements nor the
fulfillment of the terms hereof or thereof will conflict with, or result in a
breach or violation of, constitute a default under, or result in the imposition
of any lien, charge or encumbrance upon any property or assets of the Company or
any of the U.S. Subsidiaries pursuant to (i) the charter or by-laws of the
Company or any U.S. Subsidiary, or (ii) the terms or provisions of any
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which the Company or any U.S. Subsidiary is a party or bound or to
which any of the property or assets of the Company or any U.S. Subsidiary is
subject, except breaches or violations which, either individually or in the
aggregate, would not have a Material Adverse Effect, or (iii) any Pennsylvania
statute, law, rule, regulation, judgment, order or decree applicable to the
Company or any U.S. Subsidiary of any Pennsylvania court or governmental agency
or body having jurisdiction over the Company or any of its Subsidiaries or any
of their properties or assets.

ii.     Neither the performance of the Company's or the
U.S. Subsidiary Parties' obligations under the Asset Purchase Agreement, the
Transition Services Agreement or the Intellectual Property Rights License
Agreement nor the fulfillment of the terms thereof will conflict with, or result
in a breach or violation of, constitute a default under, or result in the
imposition of any lien, charge or encumbrance upon any property or assets of the
Company or any of the U.S. Subsidiary Parties pursuant to (i) the charter or
by-laws of the Company or any U.S. Subsidiary Party, or (ii) the terms or
provisions of any indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument which is filed as an exhibit to the 10-K, except
breaches or violations which, either individually or in the aggregate, would not
have a Material Adverse Effect, or (iii) any Pennsylvania statute, law, rule,
regulation, judgment, order or decree applicable to the Company or any U.S.
Subsidiary Party of any Pennsylvania court or governmental agency or body having
jurisdiction over the Company or any of the 

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U.S. Subsidiary Parties or any of their properties or assets. Except for any
consent, approval, authorization or order or filing which has been obtained or
made by the Company or any of the U.S. Subsidiary Parties, no consent, approval,
authorization or order of, or filing or registration with, any U.S. court or
governmental agency or body is required in connection with the consummation of
the transactions contemplated by the Asset Purchase Agreement, the Transition
Services Agreement or the Intellectual Property Rights License Agreement.

iii.    To the best of such counsel's knowledge and
other than as set forth in the Offering Memorandum, no action, suit or
proceeding by or before any court or governmental agency, authority or body or
any arbitrator involving the Company or any of the U.S. Subsidiaries or its or
their property or assets is pending which, singularly or in the aggregate, if
determined adversely to the Company or any of the U.S. Subsidiaries, might have
a Material Adverse Effect or would prevent or adversely affect the ability of
the Company to perform its obligations under the Transaction Documents, the K4
Acquisition Documents or the Equity Investment Commitment Letter; and, to the
best of such counsel's knowledge, no such proceedings are threatened or
contemplated by governmental authorities or threatened by others.

iv.     Except to the extent set forth in the 10-K, all
the outstanding shares of capital stock of each U.S. Subsidiary are owned by the
Company directly or indirectly through one or more wholly owned subsidiaries,
free and clear of any claim, lien, encumbrance, security interest, restriction
upon voting or transfer or any other claim of any third party. The Company owns
all of the outstanding common stock of C.I.L. Limited free and clear of any
claim, lien, encumbrance, security interest, restriction upon voting or transfer
or any other claim of any third party, and to the best of such counsel's
knowledge, C.I.L. Limited has not transferred or encumbered the shares of common
stock of AT Korea owned by it.

In rendering such opinion, such counsel may rely as to matters
involving the application of laws of any jurisdiction other than the State of
Pennsylvania, the United States or the corporate laws of the State of Delaware,
to the extent he deems proper and specifies in such opinion, upon the opinion of
other counsel of good standing whom he believes to be reliable and who are
satisfactory to counsel for the Initial Purchasers. Such opinion may also
contain customary qualifications and limitations. References to the Offering
Memorandum in this paragraph (f) include any supplements thereto at the Closing
Date.

(g)     Ortega, Del Castillo, Bacorro, Odulio, Calma & Carbonell
Law Offices, Philippines counsel for the Company, shall have furnished to the
Initial Purchasers such counsel's written opinion, as counsel to the Company,
addressed to the Initial Purchasers and dated the Closing Date, in form and
substance reasonably satisfactory to the Initial Purchasers, to the effect that:

i.      Each of AAP, AAAP and P-Four (the "Philippines
Subsidiaries") has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the Philippines, with full
corporate power and authority to own or hold its properties and to conduct the
businesses in which it is engaged.

ii.     All the outstanding shares of capital stock of
each Philippines Subsidiary have been duly authorized and validly issued, are
fully paid and nonassessable and, except such shares of each Philippines
Subsidiary owned by directors thereof, which shares in each case do not exceed
0.1% of the outstanding shares of such Subsidiary, are owned by the Company
directly or indirectly through one or more wholly-owned subsidiaries, free and
clear of any claim, lien, encumbrance, security interest, 

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restriction upon voting or transfer or any other claim of any third party.

iii.    The statements made in the Offering Memorandum
in the third paragraph under the heading "Enforceability of Judgments" in the
section entitled "Description of Notes," as they purport to constitute a summary
of the legal matters referred to therein, fairly summarize such legal matters in
all material respects.

In rendering such opinion, such counsel may rely as to matters
of fact, to the extent they deem proper on certificates of responsible officers
of the Company and public officials. Such opinion may also contain customary
qualifications and limitations. References to the Offering Memorandum in this
paragraph (g) include any amendments or supplements thereto at the Closing Date.

(h)     Kim & Chang, Korean Counsel for the Company, shall have
furnished to the Initial Purchasers such counsel's written opinion, as counsel
to the Company, addressed to the Initial Purchasers and dated the Closing Date,
in form and substance reasonably satisfactory to the Initial Purchasers to the
effect that:

i.      Each of AT Korea and ASI has been duly
incorporated and is validly existing as a corporation under the laws of the
Republic of Korea, with full corporate power and authority to own or hold its
properties and to conduct the businesses in accordance with its Articles of
Incorporation.

ii.     All the outstanding shares of capital stock of
AT Korea have been duly authorized and validly issued, are fully paid and
nonassessable, and the Shareholders Registry provides that C.I.L. Limited, a
corporation incorporated under the laws of the Cayman Islands, owns all of such
outstanding shares of capital stock of AT Korea without being subject to any
liens thereon.

iii.    The Asset Purchase Agreement constitutes a valid
and legally binding obligation of the Company, enforceable against the Company
in accordance with its terms.

iv.     Each of the Transition Services Agreement and
the Intellectual Property Rights License Agreement constitutes a valid and
legally binding obligation of AT Korea, enforceable against AT Korea in
accordance with its terms.

v.      Notwithstanding that certain other licenses and
permits may be required for AT Korea to conduct its business, no separate
consent, approval, authorization, filing with or order of any court or
governmental agency or body in the Republic of Korea is required in connection
with the consummation of the transactions contemplated by the Asset Purchase
Agreement, the Transition Services Agreement, the Intellectual Property Rights
License Agreement, the Equity Investment Commitment Letter or the MOU, except
for (i) those that have already been obtained or made and are in full force and
effect and (ii) with respect to the equity investment by the Company into ASI
under the Equity Investment Commitment Letter and the MOU, a foreign investment
report must be filed with a foreign exchange bank in the Republic of Korea under
the Foreign Investment Promotion Law.

vi.     Neither the performance of the Company's
obligations under the Asset Purchase Agreement and the Equity Investment
Commitment Letter nor the fulfillment of the terms thereof will conflict with,
or result in a breach or violation of any statute, law, rule, regulation, order
or decree having the force of law in the Republic of Korea.

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vii.    Neither the performance of AT Korea's
obligations under the Transition Services Agreement and the Intellectual
Property Rights License Agreement nor the fulfillment of the terms thereof will
conflict with, or result in a breach or violation of any statute, law, rule,
regulation, order or decree having the force of law in the Republic of Korea.

viii.   The statements made in the Offering Memorandum
in the second paragraph under the heading "Enforceability of Judgments" in the
section entitled "Description of Notes," as they purport to constitute a summary
of the legal matters referred to therein, fairly summarize such legal matters in
all material respects.

In rendering such opinion, such counsel may rely as to matters
of fact, the extent they deem proper, on certificates of responsible officers of
ASI, AT Korea and the Company and public officials. Such opinion may also
contain customary qualifications and limitations. References to the Offering
Memorandum in this paragraph (h) include any amendments and supplements thereto
at the Closing Date.

(i)     The Initial Purchasers shall have received from Latham &
Watkins, counsel for the Initial Purchasers, such opinion or opinions, dated the
Closing Date, with respect to such matters as the Initial Purchasers may
reasonably require, and the Company shall have furnished to such counsel such
documents as they request for enabling them to pass upon such matters.

(j)     At the time of the execution of this Agreement, the
Initial Purchasers shall have received from Arthur Andersen LLP a letter,
addressed to the Initial Purchasers and dated such date, in form and substance
satisfactory to the Initial Purchasers (i) confirming that they are the
independent certified public accountants with respect to the Company and its
Subsidiaries within the meaning of the Securities Act and the Rules and
Regulations and (ii) stating the conclusions and findings of such firm with
respect to the financial statements and certain financial information contained
in the Offering Memorandum.

(k)     At the time of the execution of this Agreement, the
Initial Purchasers shall have received from Samil Accounting Corporation, an
affiliate of Coopers & Lybrand LLP, a letter, addressed to the Initial
Purchasers and dated such date, in form and substance satisfactory to the
Initial Purchasers (i) confirming that they are the independent certified public
accountants with respect to ASI and K4 within the meaning of the Securities Act
and the Rules and Regulations and (ii) stating the conclusions and findings of
such firm with respect to the financial statements and certain financial
information contained in the Offering Memorandum.

(l)     On the Closing Date, the Initial Purchasers shall have
received a letter (the "bring-down letter") from Arthur Andersen LLP, addressed
to the Initial Purchasers and dated the Closing Date confirming, as of the date
of the bring-down letter (or, with respect to matters involving changes or
developments since the respective dates as of which specified financial
information is given in the Offering Memorandum as of a date not more than three
business days prior to the date of the bring-down letter), the conclusions and
findings of such firm with respect to the financial information and other
matters covered by its letter delivered to the Initial Purchasers concurrently
with the execution of this Agreement pursuant to Section 6(j).

(m)     On the Closing Date, the Initial Purchasers shall have
received a letter (the "bring-down letter") from Samil Accounting Corporation,
an affiliate of Coopers & Lybrand LLP, addressed to the Initial Purchasers and
dated the Closing Date confirming, as of the date of the bring-

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down letter (or, with respect to matters involving changes or developments since
the respective dates as of which specified financial information is given in the
Offering Memorandum as of a date not more than three business days prior to the
date of the bring-down letter), the conclusions and findings of such firm with
respect to the financial information and other matters covered by its letter
delivered to the Initial Purchasers concurrently with the execution of this
Agreement pursuant to Section 6(k).

(n)     The Company shall have furnished to the Initial
Purchasers a certificate, dated the Closing Date, of its Chairman of the Board,
its President or a Vice President or its chief financial officer stating that
(i) such officers have carefully examined the Offering Memorandum and, in their
opinion, the Offering Memorandum, as of its date, did not include any untrue
statement of a material fact and did not omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading,
(ii) since the date of the Offering Memorandum no event has occurred which
should have been set forth in a supplement or amendment to the Offering
Memorandum, (iii) as of the Closing Date, the representations and warranties of
the Company in this Agreement are true and correct in all material respects and
the Company has complied in all material respects with all agreements and
satisfied all conditions on its part to be performed or satisfied hereunder at
or prior to the Closing Date, (iv) subsequent to the date of the most recent
financial statements in the Offering Memorandum, there has been no development
which could reasonably be expected to have a Material Adverse Effect, except as
set forth in the Offering Memorandum, and (v) to the best of the Company's
knowledge, without having made specific inquiry, as of the Closing Date, the MOU
is in full force and effect and has not been modified or terminated.

(o)     Subsequent to the dates as of which information is given
in the Offering Memorandum (exclusive of any amendment or supplement thereof),
there shall not have been any change, or any development involving a prospective
change, in or affecting the business or properties of the Company and its
Subsidiaries, taken as a whole, whether or not arising from transactions in the
ordinary course of business, except as set forth in or contemplated by the
Offering Memorandum, the effect of which is, in the sole judgment of the Initial
Purchasers, so material and adverse as to make it impractical or inadvisable to
proceed with the offering or delivery of the Series A Securities as contemplated
in the Offering Memorandum.

(p)     No action shall have been taken and no statute, rule,
regulation or order shall have been enacted, adopted or issued by any
governmental agency or body which would, as of the Closing Date, prevent the
issuance or sale of the Series A Securities; and no injunction, restraining
order or order of any other nature by any federal or state court of competent
jurisdiction shall have been issued as of the Closing Date which would prevent
the issuance or sale of the Series A Securities.

(q) Subsequent to the execution and delivery of this Agreement
(i) no downgrading shall have occurred in the rating accorded the Company's debt
securities by any "nationally recognized statistical rating organization," as
that term is defined by the Commission for purposes of Rule 436(g)(2) of the
Rules and Regulations and (ii) no such organization shall have publicly
announced that it has under surveillance or review (other than an announcement
with positive implications of a possible upgrading), its rating of any of the
Company's debt securities.

(r)     Subsequent to the execution and delivery of this
Agreement there shall not have occurred any of the following: (i) trading in
securities generally on the New York Stock Exchange or in the over-the-counter
market, or trading in any securities of the Company on any exchange or in the
over-the-counter market, shall have been suspended (other than pursuant to
automatic suspension criteria currently in place) or minimum prices shall have
been established on any such exchange or such market 

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by the Commission, by such exchange or by any other regulatory body or
governmental authority having jurisdiction, (ii) a banking moratorium shall have
been declared by Federal or state authorities, (iii) the United States shall
have become engaged in hostilities (other than in Yugoslavia or Kosovo), there
shall have been an escalation in hostilities involving the United States (other
than in Yugoslavia or Kosovo) or there shall have been a declaration of a
national emergency or war by the United States or (iv) there shall have occurred
such a material adverse change in general economic, political or financial
conditions (or the effect of international conditions on the financial markets
in the United States shall be such) as to make it, in the judgment of a majority
in interest of the several Initial Purchasers, impracticable or inadvisable to
proceed with the sale or delivery of the Series A Securities on the terms and in
the manner contemplated in this Agreement and the Offering Memorandum.

(s)     The Indentures shall have been duly executed and
delivered by the Company and the Trustees, and the Series A Securities shall
have been duly executed and delivered by the Company and duly authenticated by
the applicable Trustee.

(t)     Each condition to closing contemplated by the Asset
Purchase Agreement (other than the issuance and sale of the Securities pursuant
hereto) shall have been satisfied or waived. There shall exist at and as of the
Closing Date (after giving effect to the transactions contemplated by this
Agreement and the other Transaction Documents) no conditions that would
constitute a default (or an event that with notice or the lapse of time, or
both, would constitute a default), breach or violation of the K4 Acquisition
Documents, which default, breach or violation could reasonably be expected to
have a Material Adverse Effect. On the Closing Date, each of the Asset Purchase
Agreement, the Transition Services Agreement and the Intellectual Property
Rights License Agreement shall have been entered into on terms that conform in
all material respects to the descriptions thereof in the Offering Memorandum and
the Initial Purchasers shall have received evidence satisfactory to them of the
execution thereof and the contemplated consummation of the transactions
contemplated thereby, including the acquisition by the Company of the
manufacturing facility known as K4 from ASI. All documents necessary to
consummate the closing of the transactions contemplated by the K4 Acquisition
Documents shall have been executed by all parties thereto and shall have been
placed in escrow such that the Initial Purchasers shall be reasonably satisfied
that the closing of the transactions contemplated by the Asset Purchase
Agreement will occur contemporaneously with the closing of the transactions
contemplated hereunder.

(u)     The Initial Purchasers shall have received counterparts
of the Registration Rights Agreements which shall have been executed and
delivered by a duly authorized officer of the Company.

(v)     The Series A Securities shall have been approved by the
NASD for trading in the PORTAL Market.

(w)     The Initial Purchasers shall have received a letter from
ASI, addressed to the Initial Purchasers, in form and substance satisfactory to
the Initial Purchasers, attaching the selected pro forma financial information
for the year ended December 31, 1998 and at December 31, 1998 of ASI, which
reflects the effect of the workout, the sale of K4, the elimination of the
accounts of Anam Construction, Inc., and the initial equity investment by the
Company pursuant to the Equity Investment Commitment Letter and stating that the
assumptions and adjustments used in preparing such pro forma information are
reasonable and fairly present, in all material respects, the workout, the sale
of K4, the elimination of the accounts of Anam Construction, Inc., and the
initial equity investment by the Company pursuant to the Equity Investment
Commitment Letter and that such pro forma financial information has been
reviewed by Samil Accounting Corporation and that they have not advised ASI that

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they believe any adjustments or changes to the pro forma information are
required for a fair presentation of such pro forma information.

All opinions, letters, evidence and certificates mentioned above
or elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof only if they are in form and substance reasonably satisfactory
to counsel for the Underwriters.

7.      INDEMNIFICATION AND CONTRIBUTION. (a) The Company shall
indemnify and hold harmless each Initial Purchaser, its officers, employees,
representatives and agents and each person, if any, who controls any Initial
Purchaser within the meaning of the Securities Act (collectively the "Initial
Purchaser Indemnified Parties" and each an "Initial Purchaser Indemnified
Party") against any loss, claim, damage or liability, joint or several, or any
action in respect thereof, to which that Initial Purchaser Indemnified Party may
become subject, under the Securities Act or otherwise, insofar as such loss,
claim, damage, liability or action arises out of or is based upon (i) any untrue
statement or alleged untrue statement of a material fact contained in the
Preliminary Offering Memorandum or the Offering Memorandum or in any amendment
or supplement thereto or (ii) the omission or alleged omission to state in the
Preliminary Offering Memorandum or the Offering Memorandum or in any amendment
or supplement thereto a material fact required to be stated therein or necessary
to make the statements therein not misleading and shall reimburse each Initial
Purchaser Indemnified Party promptly upon demand for any legal or other expenses
reasonably incurred by that Initial Purchaser Indemnified Party in connection
with investigating or preparing to defend or defending against or appearing as a
third party witness in connection with any such loss, claim, damage, liability
or action as such expenses are incurred; provided, however, that the Company
shall not be liable in any such case to the extent that any such loss, claim,
damage, liability or action arises out of or is based upon (i) an untrue
statement or alleged untrue statement in or (ii) omission or alleged omission
from the Preliminary Offering Memorandum or the Offering Memorandum or any such
amendment or supplement in reliance upon and in conformity with written
information furnished to the Company through SG Cowen by or on behalf of any
Initial Purchaser specifically for use therein, which information the parties
hereto agree is limited to the Initial Purchasers' Information (as defined in
Section 16). This indemnity agreement is not exclusive and will be in addition
to any liability which the Company might otherwise have and shall not limit any
rights or remedies which may otherwise be available at law or in equity to each
Initial Purchaser Indemnified Party.

(b)     Each Initial Purchaser, severally and not jointly, shall
indemnify and hold harmless the Company, its officers, employees,
representatives, agents, directors and each person, if any, who controls the
Company within the meaning of the Securities Act (collectively the "Company
Indemnified Parties" and each a "Company Indemnified Party") against any loss,
claim, damage or liability, joint or several, or any action in respect thereof,
to which the Company Indemnified Parties may become subject, under the
Securities Act or otherwise, insofar as such loss, claim, damage, liability or
action arises out of or is based upon (i) any untrue statement or alleged untrue
statement of a material fact contained in the Preliminary Offering Memorandum or
the Offering Memorandum or in any amendment or supplement thereto or (ii) the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, but
in each case only to the extent that the untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company through the Initial
Purchasers specifically for use therein, and shall reimburse the Company
Indemnified Parties for any legal or other expenses reasonably incurred by such
parties in connection with investigating or preparing to defend or defending
against or appearing as third party witness in connection with any such loss,
claim, damage, liability or action as such expenses are incurred; provided that
the parties hereto 

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hereby agree that such written information provided by the Initial Purchasers
consists solely of the Initial Purchasers' Information. This indemnity agreement
is not exclusive and will be in addition to any liability which the Initial
Purchasers might otherwise have and shall not limit any rights or remedies which
may otherwise be available at law or in equity to the Company Indemnified
Parties.

(c)     Promptly after receipt by an indemnified party under
this Section 7 of notice of any claim or the commencement of any action, the
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party under this Section 7, notify the indemnifying party in
writing of the claim or the commencement of that action; provided, however, that
the failure to notify the indemnifying party shall not relieve it from any
liability which it may have under this Section 7 except to the extent it has
been materially prejudiced by such failure; and, provided, further, that the
failure to notify the indemnifying party shall not relieve it from any liability
which it may have to an indemnified party otherwise than under this Section 7.
If any such claim or action shall be brought against an indemnified party, and
it shall notify the indemnifying party thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it wishes, jointly with
any other similarly notified indemnifying party, to assume the defense thereof
with counsel reasonably satisfactory to the indemnified party. After notice from
the indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable to
the indemnified party under this Section 7 for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than reasonable costs of investigation; provided, however, that
any indemnified party shall have the right to employ separate counsel in any
such action and to participate in the defense thereof but the fees and expenses
of such counsel shall be at the expense of such indemnified party unless (i) the
employment thereof has been specifically authorized by the indemnifying party in
writing, (ii) such indemnified party shall have been advised by such counsel
that there may be one or more legal defenses available to it which are different
from or additional to those available to the indemnifying party and in the
reasonable judgment of such counsel it is advisable for such indemnified party
to employ separate counsel or (ii) the indemnifying party has failed to assume
the defense of such action and employ counsel reasonably satisfactory to the
indemnified party, in which case, if such indemnified party notifies the
indemnifying party in writing that it elects to employ separate counsel at the
expense of the indemnifying party, the indemnifying party shall not have the
right to assume the defense of such action on behalf of such indemnified party,
it being understood, however, that the indemnifying party shall not, in
connection with any one such action or separate but substantially similar or
related actions 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 firm of attorneys at any time for all such indemnified
parties, which firm shall be designated in writing by SG Cowen, if the
indemnified parties under this Section 7 consist of any Initial Purchaser
Indemnified Party, or by the Company if the indemnified parties under this
Section 7 consist of any Company Indemnified Parties. Each indemnified party, as
a condition of the indemnity agreements contained in Sections 7(a) and (b),
shall use all reasonable efforts to cooperate with the indemnifying party in the
defense of any such action or claim. No indemnifying party shall be liable for
any settlement of any such action effected without its written consent (which
consent shall not be unreasonably withheld), but if settled with its written
consent or if there be a final judgment for the plaintiff in any such action,
the indemnifying party agrees to indemnify and hold harmless any indemnified
party from and against any loss or liability by reason of such settlement or
judgment.

(d)     If the indemnification provided for in this Section 7 is
unavailable or insufficient to hold harmless an indemnified party under Section
7(a) or 7(b), then each indemnifying party shall, in lieu of indemnifying such
indemnified party, contribute to the amount paid or payable by such indemnified
party as a result of such loss, claim, damage or liability, or action in respect
thereof, (i) in 

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27

such proportion as shall be appropriate to reflect the relative benefits
received by the Company on the one hand and the Initial Purchasers on the other
from the offering of the Series A Securities or if the allocation provided by
clause (i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company on the one hand and the Initial
Purchasers on the other with respect to the statements or omissions which
resulted in such loss, claim, damage or liability, or action in respect thereof,
as well as any other relevant equitable considerations. The relative benefits
received by the Company on the one hand and the Initial Purchasers on the other
with respect to such offering shall be deemed to be in the same proportion as
the total net proceeds from the offering of the Series A Securities purchased
under this Agreement (before deducting expenses) received by the Company bear to
the total underwriting discounts and commissions received by the Initial
Purchasers with respect to the Series A Securities purchased under this
Agreement, in each case as set forth in the table on the cover page of the
Offering Memorandum. The relative fault shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company on the one hand or the Initial Purchasers on
the other, the intent of the parties and their relative knowledge, access to
information and opportunity to correct or prevent such untrue statement or
omission; provided that the parties hereto agree that the written information
furnished to the Company through the Initial Purchasers for use in the
Preliminary Offering Memorandum or the Offering Memorandum consists solely of
the Initial Purchasers' Information. The Company and the Initial Purchasers
agree that it would not be just and equitable if contributions pursuant to this
Section 7(d) were to be determined by pro rata allocation (even if the Initial
Purchasers were treated as one entity for such purpose) or by any other method
of allocation which does not take into account the equitable considerations
referred to herein. The amount paid or payable by an indemnified party as a
result of the loss, claim, damage or liability, or action in respect thereof,
referred to above in this Section 7(d) shall be deemed to include, for purposes
of this Section 7(d), any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this Section 7(d), (i) no Initial
Purchaser shall be required to contribute any amount in excess of the amount by
which the total price at which the Series A Securities purchased and resold by
it were resold to Qualified Institutional Buyers less the amount of any damages
which such Initial Purchaser has otherwise paid or become liable to pay by
reason of any untrue or alleged untrue statement or omission or alleged
omission, and (ii) any amount the Company would otherwise be required to
contribute shall be reduced by the amount the Company has otherwise paid or
become liable to pay by reason of any untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.

The Initial Purchasers' obligations to contribute as provided in
this Section 7(d) are several in proportion to their respective underwriting
obligations and not joint.

8.      TERMINATION. The obligations of the Initial Purchasers hereunder
may be terminated by SG Cowen, in its absolute discretion by notice given to and
received by the Company prior to delivery of and payment for the Series A
Securities if, prior to that time, (a) any of the events described in Sections
6(n), 6(o), 6(p), 6(q), 6(r), or 6(t) have occurred or (b) this Agreement
terminates pursuant to Section 10.

9.      REIMBURSEMENT OF INITIAL PURCHASERS' EXPENSES. If (a) this
Agreement shall have been terminated pursuant to Section 8(a), (b) the Company
shall fail to tender the Series A Securities for delivery to the Initial
Purchasers for any reason permitted under this Agreement, or (c) the Initial
Purchasers shall decline to purchase the Series A Securities for any reason
permitted under this 

27

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Agreement the Company shall reimburse the Initial Purchasers for the fees and
expenses of their counsel and for such other out-of-pocket expenses as shall
have been reasonably incurred by them in connection with this Agreement and the
proposed purchase of the Series A Securities, and upon demand the Company shall
pay the full amount thereof to the SG Cowen.

10.     SUBSTITUTION OF INITIAL PURCHASERS. If any Initial Purchaser or
Initial Purchasers shall default in its or their obligations to purchase shares
of Series A Securities hereunder and the aggregate number of shares which such
defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase
does not exceed ten percent (10%) of the principal amount of Series A Securities
purchased, the other Initial Purchasers shall be obligated severally, in
proportion to their respective commitments hereunder, to purchase the Securities
which such defaulting Initial Purchaser or Initial Purchasers agreed but failed
to purchase. If any Initial Purchaser or Initial Purchasers shall so default and
the aggregate principal amount with respect to which such default or defaults
occur is more than ten percent (10%) of the total principal amount to be
purchased and arrangements satisfactory to the Initial Purchasers and the
Company for the purchase of such Series A Securities by other persons are not
made within forty-eight (48) hours after such default, this Agreement shall
terminate.

If the remaining Initial Purchasers or substituted Initial
Purchasers are required hereby or agree to take up all or part of the Series A
Securities of a defaulting Initial Purchaser or Initial Purchasers as provided
in this Section 10, (i) the Company shall have the right to postpone the Closing
Date for a period of not more than five (5) full business days in order that the
Company may effect whatever changes may thereby be made necessary in the
Offering Memorandum, or in any other documents or arrangements, and (ii) the
respective principal amount to be purchased by the remaining Initial Purchasers
or substituted Initial Purchasers shall be taken as the basis of their
underwriting obligation for all purposes of this Agreement. Nothing herein
contained shall relieve any defaulting Initial Purchaser of its liability to the
Company or the other Initial Purchasers for damages occasioned by its default
hereunder. Any termination of this Agreement pursuant to this Section 10 shall
be without liability on the part of any non-defaulting Initial Purchaser or the
Company, except expenses to be paid or reimbursed pursuant to Sections 5 and 9
and except the provisions of Section 7 shall not terminate and shall remain in
effect.

11.     SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This
Agreement shall inure to the benefit of and be binding upon the several Initial
Purchasers, the Company and their respective successors. Nothing expressed or
mentioned in this Agreement is intended or shall be construed to give any person
other than the persons mentioned in the preceding sentence any legal or
equitable right, remedy or claim under or in respect of this Agreement, or any
provisions herein contained, this Agreement and all conditions and provisions
hereof being intended to be and being for the sole and exclusive benefit of such
persons and for the benefit of no other person; except that the representations,
warranties, covenants, agreements and indemnities of the Company contained in
this Agreement shall also be for the benefit of the Initial Purchaser
Indemnified Parties, and the indemnities of the several Initial Purchasers shall
also be for the benefit of the Company Indemnified Parties.

12.     SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The
respective indemnities, covenants, agreements, representations, warranties and
other statements of the Company and the several Initial Purchasers, as set forth
in this Agreement or made by them respectively, pursuant to this Agreement,
shall remain in full force and effect, regardless of any investigation made by
or on behalf of any Initial Purchaser, the Company or any person controlling any
of them and shall survive delivery of and payment for the Series A Securities.

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13.     NOTICES. All statements, requests, notices and agreements
hereunder shall be in writing, and:

(a)     if to the Initial Purchasers, shall be delivered or sent
by mail, telex or facsimile transmission to SG Cowen Securities Corporation
Attention: High Yield Syndicate, 1221 Avenue of the Americas, 13th Floor, New
York, New York 10020, Attention: William Frauen (Fax: 212-278-5076);

(b)     if to the Company shall be delivered or sent by mail,
telex or facsimile transmission to Amkor Technology, Inc., 1345 Enterprise
Drive, West Chester, Pennsylvania 19380, Attention: Chief Financial Officer
(Fax: 610-431-3990).

14.     DEFINITION OF CERTAIN TERMS. For purposes of this Agreement,
"business day" means any day on which the New York Stock Exchange, Inc. is open
for trading.

15.     GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York.

16.     INITIAL PURCHASERS' INFORMATION. The parties hereto acknowledge
and agree that, for all purposes of this Agreement, the Initial Purchasers'
Information consists solely of the following information in the Offering
Memorandum: (i) the information on the cover page concerning the terms of the
offering by the Initial Purchasers; and (ii) the statements concerning the
Initial Purchasers contained under the heading "Plan of Distribution."

17.     PARTIAL UNENFORCEABILITY. The invalidity or unenforceability of
any Section, paragraph or provision of this Agreement shall not affect the
validity or enforceability of any other Section, paragraph or provision hereof.
If any Section, paragraph or provision of this Agreement is for any reason
determined to be invalid or unenforceable, there shall be deemed to be made such
minor changes (and only such minor changes) as are necessary to make it valid
and enforceable.

18.     GENERAL. This Agreement constitutes the entire agreement of the
parties to this Agreement and supersedes all prior written or oral and all
contemporaneous oral agreements, understandings and negotiations with respect to
the subject matter hereof. In this Agreement, the masculine, feminine and neuter
genders and the singular and the plural include one another. The section
headings in this Agreement are for the convenience of the parties only and will
not affect the construction or interpretation of this Agreement. This Agreement
may be amended, modified or assigned, and the observance of any term of this
Agreement may be waived, only by a writing signed by the Company and the Initial
Purchasers.

19.     COUNTERPARTS. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

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If the foregoing is in accordance with your understanding of the
agreement among the Company and the several Initial Purchasers, kindly indicate
your acceptance in the space provided for that purpose below.

Very truly yours,

AMKOR TECHNOLOGY, INC.

By: /s/ 
-------------------------------------
Name:
Title:

SIGNATURE PAGE TO PURCHASE AGREEMENT

31

Accepted as of 
the date first above written:

SG COWEN SECURITIES CORPORATION

By: /s/
----------------------------------
Name:
Title:

SALOMON SMITH BARNEY INC.

By: /s/
----------------------------------
Name:
Title:

BT ALEX. BROWN INCORPORATED

By: /s/
----------------------------------
Name:
Title:

NATIONSBANC MONTGOMERY SECURITIES LLC

By: /s/
----------------------------------
Name:
Title:

BANCBOSTON ROBERTSON STEPHENS INC.

By: /s/
----------------------------------
Name:
Title:

PRUDENTIAL SECURITIES INCORPORATED

By: /s/
----------------------------------
Name:
Title:

SIGNATURE PAGE TO PURCHASE AGREEMENT

32

SCHEDULE A

Principal
Amount of
Principal        Series A
Amount of         Senior
Series A       Subordinated
Senior Notes         Notes
to be            to be
Name                                                Purchased        Purchased
----                                              ------------     ------------

SG Cowen Securities Corporation                   $252,875,000     $119,000,000
Salomon Smith Barney Inc.                          $95,625,000      $45,000,000
BT Alex. Brown Incorporated                        $25,500,000      $12,000,000
NationsBanc Montgomery Securities LLC              $25,500,000      $12,000,000
BancBoston Robertson Stephens Inc.                 $12,750,000       $6,000,000
Prudential Securities Incorporated                 $12,750,000       $6,000,000
-----------       ----------
Total                                             $425,000,000     $200,000,000
============     ============

1

EXHIBIT 10.2

SENIOR NOTES
REGISTRATION RIGHTS AGREEMENT

DATED AS OF MAY 13, 1999
BY AND AMONG

AMKOR TECHNOLOGY, INC.

AND

SG COWEN SECURITIES CORPORATION
SALOMON SMITH BARNEY INC.
BT ALEX. BROWN INCORPORATED
NATIONSBANC MONTGOMERY SECURITIES LLC
BANCBOSTON ROBERTSON STEPHENS INC.
PRUDENTIAL SECURITIES INCORPORATED

2

This Registration Rights Agreement (this "Agreement") is made and
entered into as of May 13, 1999, by and among Amkor Technology, Inc., a Delaware
corporation (the "Company"), and the several initial purchasers named in
Schedule A hereto (the "Initial Purchasers," or, each, an "Initial Purchaser"),
each of whom has agreed to purchase the Company's 9 1/4% Series A Senior Notes
due 2006 (the "Series A Senior Notes") pursuant to the Purchase Agreement (as
defined below).

This Agreement is made pursuant to the Purchase Agreement, dated May 6,
1999, (the "Purchase Agreement"), by and among the Company and the Initial
Purchasers. In order to induce the Initial Purchasers to purchase the Series A
Senior Notes, the Company has agreed to provide the registration rights set
forth in this Agreement. The execution and delivery of this Agreement is a
condition to the obligations of the Initial Purchasers set forth in Section 3 of
the Purchase Agreement. Capitalized terms used herein and not otherwise defined
shall have the meaning assigned to them in the Indenture dated as of May 13,
1999, between the Company and State Street Bank and Trust Company, as Trustee
(the "Senior Notes Indenture").

The parties hereby agree as follows:

SECTION 1. DEFINITIONS

As used in this Agreement, the following capitalized terms shall have
the following meanings:

ACT: The Securities Act of 1933, as amended.

AFFILIATE: As defined in Rule 144 of the Act.

AFFILIATED MARKET MAKER: A Broker-Dealer who is deemed to be an
Affiliate of the Company.

BROKER-DEALER: Any broker or dealer registered under the Exchange Act.

CERTIFICATED SECURITIES: Definitive Notes, as defined in the Senior
Notes Indenture.

CLOSING DATE: The date hereof.

COMMISSION: The Securities and Exchange Commission.

CONSUMMATE: An Exchange Offer shall be deemed "Consummated" for purposes
of this Agreement upon the occurrence of (a) the filing and effectiveness under
the Act of the Exchange Offer Registration Statement relating to the Series B
Senior Notes to be issued in the Exchange Offer, (b) the maintenance of such
Exchange Offer Registration Statement continuously effective and the keeping of
the Exchange Offer open for a period not less than the period required pursuant
to Section 3(b) hereof and (c) the delivery by the Company to the Registrar
under Section 2.03 of the Senior Notes Indenture of Series B Senior Notes in the
same aggregate principal amount as the aggregate principal amount of Series A
Senior Notes tendered by Holders thereof pursuant to the Exchange Offer.

CONSUMMATION DEADLINE: As defined in Section 3(b) hereof.

EFFECTIVENESS DEADLINE: As defined in Section 3(a) and 4(a) hereof.

EXCHANGE ACT: The Securities Exchange Act of 1934, as amended.

2

3

EXCHANGE OFFER: The exchange and issuance by the Company of a principal
amount of Series B Senior Notes (which shall be registered pursuant to the
Exchange Offer Registration Statement) equal to the outstanding principal amount
of Series A Senior Notes that are tendered by such Holders in connection with
such exchange and issuance.

EXCHANGE OFFER REGISTRATION STATEMENT: The Registration Statement
relating to the Exchange Offer, including the related Prospectus.

EXEMPT RESALES: The transactions in which the Initial Purchasers propose
to sell the Series A Senior Notes to certain "qualified institutional buyers,"
as such term is defined in Rule 144A under the Act.

FILING DEADLINE: As defined in Sections 3(a) and 4(a) hereof.

HOLDERS: As defined in Section 2 hereof.

PROSPECTUS: The prospectus included in a Registration Statement at the
time such Registration Statement is declared effective, as amended or
supplemented by any prospectus supplement and by all other amendments thereto,
including post-effective amendments, and all material incorporated by reference
into such Prospectus.

RECOMMENCEMENT DATE: As defined in Section 6(d) hereof.

REGISTRATION DEFAULT: As defined in Section 5 hereof.

REGISTRATION STATEMENT: Any registration statement of the Company filed
with the Commission pursuant to the Act relating to (a) an offering of Series B
Senior Notes pursuant to an Exchange Offer or (b) the registration for resale of
Transfer Restricted Securities pursuant to the Shelf Registration Statement, in
each case, (i) that is filed pursuant to the provisions of this Agreement and
(ii) including the Prospectus included therein, all amendments and supplements
thereto (including post-effective amendments) and all exhibits and material
incorporated by reference therein.

REGULATION S: Regulation S promulgated under the Act.

RULE 144: Rule 144 promulgated under the Act.

SERIES B SENIOR NOTES: The Company's 9 1/4% Series B Senior Notes due
2006 to be issued pursuant to the Senior Notes Indenture: (i) in the Exchange
Offer or (ii) as contemplated by Section 4 hereof.

SHELF REGISTRATION STATEMENT: As defined in Section 4 hereof.

SUSPENSION NOTICE: As defined in Section 6(d) hereof.

TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as
in effect on the date of the Senior Notes Indenture.

TRANSFER RESTRICTED SECURITIES: Each (A) Series A Senior Note, until the
earliest to occur of (i) the date on which such Series A Senior Note is
exchanged in the Exchange Offer for a Series B Senior Note which is entitled to
be resold to the public by the Holder thereof without complying with the
prospectus delivery requirements of the Act, (ii) the date on which such Series
A Senior Note has been 

3

4

disposed of in accordance with a Shelf Registration Statement (and the
purchasers thereof have been issued Series B Senior Notes), or (iii) the date on
which such Series A Senior Note may be sold to the public pursuant to Rule 144
under the Act and each (B) Series B Senior Note held by a Broker Dealer until
the date on which such Series B Note is disposed of by a Broker-Dealer pursuant
to the "Plan of Distribution" contemplated by the Exchange Offer Registration
Statement (including the delivery of the Prospectus contained therein).

SECTION 2. HOLDERS

A Person is deemed to be a holder of Transfer Restricted Securities
(each, a "Holder") whenever such Person owns Transfer Restricted Securities.

SECTION 3. REGISTERED EXCHANGE OFFER

(a)     Unless the Exchange Offer shall not be permitted by applicable
federal law (after the procedures set forth in Section 6(a)(i) below have been
complied with), the Company shall (i) use commercially reasonable efforts to
cause the Exchange Offer Registration Statement to be filed with the Commission
as soon as practicable after the Closing Date, but in no event later than 120
days after the Closing Date (such 120th day being the "Filing Deadline"), (ii)
use commercially reasonable efforts to cause such Exchange Offer Registration
Statement to become effective at the earliest possible time, but in no event
later than 210 days after the Closing Date (such 210th day being the
"Effectiveness Deadline"), (iii) in connection with the foregoing, (A) file all
pre-effective amendments to such Exchange Offer Registration Statement as may be
necessary in order to cause it to become effective, (B) file, if applicable, a
post-effective amendment to such Exchange Offer Registration Statement pursuant
to Rule 430A under the Act and (C) cause all necessary filings, if any, in
connection with the registration and qualification of the Series B Senior Notes
to be made under the Blue Sky laws of such jurisdictions as are necessary to
permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of
such Exchange Offer Registration Statement, commence and Consummate the Exchange
Offer. The Exchange Offer shall be on the appropriate form permitting (x)
registration of the Series B Senior Notes to be offered in exchange for the
Series A Senior Notes that are Transfer Restricted Securities and (y) resales of
Series B Senior Notes by Broker-Dealers that tendered into the Exchange Offer
Series A Senior Notes that such Broker-Dealer acquired for its own account as a
result of market making activities or other trading activities (other than
Series A Senior Notes acquired directly from the Company or any of its
Affiliates) as contemplated by Section 3(c) below.

(b)     The Company shall use commercially reasonable efforts to cause
the Exchange Offer Registration Statement to be effective continuously, and
shall keep the Exchange Offer open for a period of not less than the minimum
period required under applicable federal and state securities laws to Consummate
the Exchange Offer; provided, however, that in no event shall such period be
less than 30 Business Days. The Company shall cause the Exchange Offer to comply
with all applicable federal and state securities laws. No securities other than
the Series B Senior Notes and the Series B Senior Subordinated Notes shall be
included in the Exchange Offer Registration Statement. The Company shall use
commercially reasonable efforts to cause the Exchange Offer to be Consummated on
the earliest practicable date after the Exchange Offer Registration Statement
has become effective, but in no event later than 30 Business Days thereafter
(such 30th day being the "Consummation Deadline").

(c)     The Company shall include a "Plan of Distribution" section in
the Prospectus contained in the Exchange Offer Registration Statement and
indicate therein that any Broker-Dealer who holds Transfer Restricted Securities
that were acquired for the account of such Broker-Dealer as a result of
market-making activities or other trading activities (other than Series A Senior
Notes acquired directly from the Company or any Affiliate of the Company), may
exchange such Transfer Restricted Securities 

4

5

pursuant to the Exchange Offer. Such "Plan of Distribution" section shall also
contain all other information with respect to such sales by such Broker-Dealers
that the Commission may require in order to permit such sales pursuant thereto,
but such "Plan of Distribution" shall not name any such Broker-Dealer or
disclose the amount of Transfer Restricted Securities held by any such
Broker-Dealer, except to the extent required by the Commission.

Because such Broker-Dealer may be deemed to be an "underwriter" within
the meaning of the Act and must, therefore, deliver a prospectus meeting the
requirements of the Act in connection with its initial sale of any Series B
Senior Notes received by such Broker-Dealer in the Exchange Offer, the Company
shall permit the use of the Prospectus contained in the Exchange Offer
Registration Statement by such Broker-Dealer to satisfy such prospectus delivery
requirement. To the extent necessary to ensure that the prospectus contained in
the Exchange Offer Registration Statement is available for resales of Series B
Senior Notes by Broker-Dealers, the Company agrees to use commercially
reasonable efforts to keep the Exchange Offer Registration Statement
continuously effective, supplemented, amended and current as required by and
subject to the provisions of Section 6(a) and (c) hereof and in conformity with
the requirements of this Agreement, the Act and the policies, rules and
regulations of the Commission as announced from time to time, for a period of
180 days from the Consummation Deadline or such shorter period as will terminate
when all Transfer Restricted Securities covered by such Registration Statement
have been sold pursuant thereto. The Company shall provide sufficient copies of
the latest version of such Prospectus to such Broker-Dealers, promptly upon
request, and in no event later than one day after such request, at any time
during such period.

SECTION 4. SHELF REGISTRATION

(a)     Shelf Registration. If (i) the Exchange Offer is not permitted
by applicable law or Commission policy after the Company has complied with the
procedures set forth in Section 6(a)(i) below or (ii) any Holder of Series A
Senior Notes which are Transfer Restricted Securities shall notify the Company
within 20 Business Days following the Consummation Deadline that (A) such Holder
is prohibited by law or Commission policy from participating in the Exchange
Offer, (B) such Holder may not resell the Series B Senior Notes acquired by it
in the Exchange Offer to the public without delivering a prospectus, and the
Prospectus contained in the Exchange Offer Registration Statement is not
appropriate or available for such resales by such Holder, or (C) such Holder is
a Broker-Dealer and holds Series A Senior Notes acquired directly from the
Company or any of the Company's affiliates, then the Company shall:

(x)     use commercially reasonable efforts to cause to be
filed, on or prior to the later of (1) the Filing Deadline and (2) 60
days after the date on which the Company receives the notice specified
in clause (a)(ii) above, a shelf registration statement pursuant to Rule
415 under the Act (which may be an amendment to the Exchange Offer
Registration Statement (the "Shelf Registration Statement")), relating
to all Transfer Restricted Securities, and

(y)     shall use commercially reasonable efforts to cause such
Shelf Registration Statement to become effective on or prior to the
later of (i) 120 days after the Filing Deadline for the Shelf
Registration Statement or (ii) 120 days after the date on which the
Company receives notice under (x)(ii) above (such day the "Effectiveness
Deadline").

If, after the Company has filed an Exchange Offer Registration Statement
that satisfies the requirements of Section 3(a) above, the Company is required
to file and make effective a Shelf Registration Statement solely because the
Exchange Offer is not permitted under applicable federal law (i.e., clause
(a)(i) above), then the filing of the Exchange Offer Registration Statement
shall be deemed to 

5

6

satisfy the requirements of clause (x) above; provided that, in such
event, the Company shall remain obligated to meet the Effectiveness
Deadline set forth in clause (y) above.

To the extent necessary to ensure that the Shelf Registration Statement
is available for resales of Transfer Restricted Securities by the Holders
thereof entitled to the benefit of this Section 4(a) and the other securities
required to be registered therein pursuant to Section 6(b)(ii) hereof, the
Company shall use commercially reasonable efforts to keep any Shelf Registration
Statement required by this Section 4(a) continuously effective, supplemented,
amended and current as required by and subject to the provisions of Sections
6(b) and (c) hereof and in conformity with the requirements of this Agreement,
the Act and the policies, rules and regulations of the Commission as announced
from time to time, for a period of at least two years following the Closing
Date, or such shorter period as will terminate when all Transfer Restricted
Securities covered by such Shelf Registration Statement have been sold pursuant
thereto.

(b)     Provision by Holders of Certain Information in Connection with
the Shelf Registration Statement. No Holder of Transfer Restricted Securities
may include any of its Transfer Restricted Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the Company in writing, within 10 days after receipt of a request therefor, the
information specified in Item 507 or 508 of Regulation S-K, as applicable, of
the Act for use in connection with any Shelf Registration Statement or
Prospectus or preliminary Prospectus included therein. No Holder of Transfer
Restricted Securities shall be entitled to liquidated damages pursuant to
Section 5 hereof unless and until such Holder shall have provided all such
information. Each selling Holder agrees to promptly furnish additional
information required to be disclosed in order to make the information previously
furnished to the Company by such Holder not materially misleading.

(c)     Prohibitions Against Sales. Notwithstanding anything to the
contrary in this Section 4 or in Section 3(c), but subject to compliance with
Section 5, the Company may, by delivering written notice to the Holders,
prohibit offers and sales of Transfer Restricted Securities pursuant to the
Shelf Registration Statement at any time if (A)(i) the Company is in possession
of material non-public information relating to the Company, (ii) the Company
determines (based on advice of counsel) that such prohibition is necessary in
order to avoid a requirement to disclose such material non-public information to
the public and (iii) the Company determines in good faith that public disclosure
of such material non-public information would not be in the best interests of
the Company and its stockholders or (B)(i) the Company has made a public
announcement relating to an acquisition or business combination transaction
including the Company and/or one or more of its subsidiaries that is material to
the Company and its subsidiaries taken as a whole and (ii) the Company
determines in good faith that (x) offers and sales of Transfer Restricted
Securities pursuant to the Shelf Registration Statement prior to the
consummation of such transaction (or such earlier date as the Company shall
determine) is not in the best interests of the Company and its stockholders or
(y) it would be impracticable at the time to obtain any financial statements
relating to such acquisition or business combination transaction that would be
required to be set forth in the Shelf Registration; provided, however, that upon
(i) the public disclosure by the Company of the material non-public information
described in clause (A) of this paragraph or (ii) the consummation, abandonment
or termination of, or the availability of the required financial statements with
respect to, a transaction described in clause (B) of this paragraph, the
suspension of the use of the Shelf Registration Statement pursuant to this
Section 4(c) shall cease and the Company shall promptly comply with Section
6(c)(ii) hereof and notify Holders that dispositions of Transfer Restricted
Securities may be resumed.

6

7

SECTION 5. LIQUIDATED DAMAGES

If (i) any Registration Statement required by this Agreement is not
filed with the Commission on or prior to the applicable Filing Deadline, (ii)
any such Registration Statement has not been declared effective by the
Commission on or prior to the applicable Effectiveness Deadline, (iii) the
Exchange Offer has not been Consummated on or prior to the Consummation Deadline
or (iv) any Registration Statement required by this Agreement is filed and
declared effective but shall thereafter cease to be effective or fail to be
usable for its intended purpose without being succeeded reasonably promptly by a
post-effective amendment to such Registration Statement that cures such failure
and that is itself declared effective reasonably promptly (including as a result
of a prohibition against sales of Transfer Restricted Securities pursuant to
Section 4(c) hereof at any time for a period of time which shall exceed 30 days
in the aggregate during any 3-month period or 90 days in the aggregate during
any 365-day period) (each such event referred to in clauses (i) through (iv), a
"Registration Default"), then the Company hereby jointly and severally agrees to
pay to each Holder of Transfer Restricted Securities affected thereby liquidated
damages in an amount equal to 0.25% per annum in principal amount of Transfer
Restricted Securities held by such Holder for each week or portion thereof that
the Registration Default continues for the first 90-day period immediately
following the occurrence of such Registration Default. The amount of the
liquidated damages shall increase by 0.25% per annum in principal amount of
Transfer Restricted Securities with respect to each subsequent 90-day period
until all Registration Defaults have been cured, up to a maximum amount of
liquidated damages of 1.00% per annum in principal amount of Transfer Restricted
Securities; provided that the Company shall in no event be required to pay
liquidated damages for more than one Registration Default at any given time. If,
after the cure of all Registration Defaults then in effect, there is a
subsequent Registration Default, the rate of Additional Interest for such
subsequent Registration Default shall initially be 0.25%, regardless of the
Additional Interest rate in effect with respect to any prior Registration
Default at the time of the cure of such Registration Default. Notwithstanding
anything to the contrary set forth herein, (1) upon filing of the Exchange Offer
Registration Statement (and/or, if applicable, the Shelf Registration
Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange
Offer Registration Statement (and/or, if applicable, the Shelf Registration
Statement), in the case of (ii) above, (3) upon Consummation of the Exchange
Offer, in the case of (iii) above, or (4) upon the filing of a post-effective
amendment to the Registration Statement or an additional Registration Statement
that causes the Exchange Offer Registration Statement (and/or, if applicable,
the Shelf Registration Statement) to again be declared effective or made usable
in the case of (iv) above, the liquidated damages payable with respect to the
Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or
(iv), as applicable, shall cease.

All accrued liquidated damages shall be paid to the Holders entitled
thereto, in the manner provided for the payment of interest in the Senior Notes
Indenture, on each Interest Payment Date, as more fully set forth in the Senior
Notes Indenture and the Notes. Notwithstanding the fact that any securities for
which liquidated damages are due cease to be Transfer Restricted Securities, all
obligations of the Company to pay liquidated damages with respect to securities
shall survive until such time as such obligations with respect to such
securities shall have been satisfied in full.

SECTION 6. REGISTRATION PROCEDURES

(a)     Exchange Offer Registration Statement. In connection with the
Exchange Offer, the Company shall (x) comply with all applicable provisions of
Section 6(c) below, (y) use commercially reasonable efforts to effect such
exchange and to permit the resale of Series B Senior Notes by Broker-Dealers
that tendered in the Exchange Offer Series A Senior Notes that such
Broker-Dealer acquired for its own account as a result of its market making
activities or other trading activities (other than Series A Senior Notes
acquired directly from the Company or any of its Affiliates) being sold in
accordance with 

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the intended method or methods of distribution thereof, and (z) comply with all
of the following provisions:

(i)     If, following the date hereof there has been announced a
change in Commission policy with respect to exchange offers such as the
Exchange Offer, that in the reasonable opinion of counsel to the Company
raises a substantial question as to whether the Exchange Offer is
permitted by applicable federal law, if and to the extent reasonable
under the circumstances, the Company hereby agrees to seek a no-action
letter or other favorable decision from the Commission allowing the
Company to Consummate an Exchange Offer for such Transfer Restricted
Securities. If and to the extent reasonable under the circumstances, the
Company hereby agrees to pursue the issuance of such a decision to the
Commission staff level.

(ii)    As a condition to its participation in the Exchange
Offer, each Holder of Transfer Restricted Securities (including, without
limitation, any Holder who is a Broker Dealer) shall furnish, upon the
request of the Company, prior to the Consummation of the Exchange Offer,
a written representation to the Company (which may be contained in the
letter of transmittal contemplated by the Exchange Offer Registration
Statement) to the effect that (A) it is not an Affiliate of the Company,
(B) it is not engaged in, and does not intend to engage in, and has no
arrangement or understanding with any Person to participate in, a
distribution of the Series B Senior Notes to be issued in the Exchange
Offer and (C) it is acquiring the Series B Senior Notes in its ordinary
course of business. As a condition to its participation in the Exchange
Offer each Holder that is a Broker-Dealer using the Exchange Offer to
participate in a distribution of the Series B Senior Notes shall
acknowledge and agree that, if the resales are of Series B Senior Notes
obtained by such Holder in exchange for Series A Senior Notes acquired
directly from the Company or an Affiliate thereof, it (1) could not,
under Commission policy as in effect on the date of this Agreement, rely
on the position of the Commission enunciated in Morgan Stanley and Co.,
Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation
(available May 13, 1988), as interpreted in the Commission's letter to
Shearman & Sterling dated July 2, 1993, and similar no-action letters
(including, if applicable, any no-action letter obtained pursuant to
clause (i) above), and (2) must comply with the registration and
prospectus delivery requirements of the Act in connection with a
secondary resale transaction and that such a secondary resale
transaction must be covered by an effective registration statement
containing the selling security holder information required by Item 507
or 508, as applicable, of Regulation S-K.

(iii)   Prior to effectiveness of the Exchange Offer
Registration Statement, the Company shall provide a supplemental letter
to the Commission (A) stating that the Company is registering the
Exchange Offer in reliance on the position of the Commission enunciated
in Exxon Capital Holdings Corporation (available May 13, 1988), Morgan
Stanley and Co., Inc. (available June 5, 1991) as interpreted in the
Commission's letter to Shearman & Sterling dated July 2, 1993, and, if
applicable, any no-action letter obtained pursuant to clause (i) above,
(B) including a representation that the Company has not entered into any
arrangement or understanding with any Person to distribute the Series B
Senior Notes to be received in the Exchange Offer and that, to the best
of the Company's information and belief, each Holder participating in
the Exchange Offer is acquiring the Series B Senior Notes in its
ordinary course of business and has no arrangement or understanding with
any Person to participate in the distribution of the Series B Senior
Notes received in the Exchange Offer and (C) any other undertaking or
representation required by the Commission as set forth in any no-action
letter obtained pursuant to clause (i) above, if applicable.

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(b)     Shelf Registration Statement. In connection with the Shelf
Registration Statement, the Company shall:

(i)     comply with all the provisions of Section 6(c) below and
use commercially reasonable efforts to effect such registration to
permit the sale of the Transfer Restricted Securities being sold in
accordance with the intended method or methods of distribution thereof
(as indicated in the information furnished to the Company pursuant to
Section 4(b) hereof), and pursuant thereto the Company will prepare and
file with the Commission a Registration Statement relating to the
registration on any appropriate form under the Act, which form shall be
available for the sale of the Transfer Restricted Securities in
accordance with the intended method or methods of distribution thereof
within the time periods and otherwise in accordance with the provisions
hereof, and

(ii)    issue, upon the request of any Holder or purchaser of
Series A Senior Notes covered by any Shelf Registration Statement
contemplated by this Agreement, Series B Senior Notes having an
aggregate principal amount equal to the aggregate principal amount of
Series A Senior Notes sold pursuant to the Shelf Registration Statement
and surrendered to the Company for cancellation; the Company shall
register Series B Senior Notes on the Shelf Registration Statement for
this purpose and issue the Series B Senior Notes to the purchaser(s) of
securities subject to the Shelf Registration Statement in the names as
such purchaser(s) shall designate.

(c)     General Provisions. In connection with any Registration
Statement and any related Prospectus required by this Agreement, the Company
shall:

(i)     use commercially reasonable efforts to keep such
Registration Statement continuously effective and provide all requisite
financial statements for the period specified in Section 3 or 4 of this
Agreement, as applicable. Upon the occurrence of any event subject to
Section 4(c) above that would cause any such Registration Statement or
the Prospectus contained therein (A) to contain an untrue statement of
material fact or omit to state any material fact necessary to make the
statements therein not misleading or (B) not to be effective and usable
for resale of Transfer Restricted Securities during the period required
by this Agreement, the Company shall file promptly an appropriate
amendment to such Registration Statement curing such defect, and, if
Commission review is required, use commercially reasonable efforts to
cause such amendment to be declared effective as soon as practicable.

(ii)    subject to Section 4(c) above, prepare and file with the
Commission such amendments and post-effective amendments to the
applicable Registration Statement as may be necessary to keep such
Registration Statement effective for the applicable period set forth in
Section 3 or 4 hereof, as the case may be; cause the Prospectus to be
supplemented by any required Prospectus supplement, and as so
supplemented to be filed pursuant to Rule 424 under the Act, and to
comply fully with Rules 424, 430A and 462, as applicable, under the Act
in a timely manner; and comply with the provisions of the Act with
respect to the disposition of all securities covered by such
Registration Statement during the applicable period in accordance with
the intended method or methods of distribution by the sellers thereof
set forth in such Registration Statement or supplement to the
Prospectus;

(iii)   advise each Holder that is a Broker-Dealer and each
Initial Purchaser who is required to deliver a prospectus in connection
with sales or market making activities (an "Affiliated Market Maker") to
the extent the Company is aware of the same, promptly and, if requested
by such Person, confirm such advice in writing, (A) when the Prospectus
or any Prospectus supplement or post-effective amendment has been filed,
and, with respect to any 

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applicable Registration Statement or any post-effective amendment
thereto, when the same has become effective, (B) of any request by the
Commission for amendments to the Registration Statement or amendments or
supplements to the Prospectus or for additional information relating
thereto, (C) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement under the Act
or of the suspension by any state securities commission of the
qualification of the Transfer Restricted Securities for offering or sale
in any jurisdiction, or the initiation of any proceeding for any of the
preceding purposes, (D) of the existence of any fact or the happening of
any event that makes any statement of a material fact made in the
Registration Statement, the Prospectus, any amendment or supplement
thereto or any document incorporated by reference therein untrue, or
that requires the making of any additions to or changes in the
Registration Statement in order to make the statements therein not
misleading, or that requires the making of any additions to or changes
in the Prospectus in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading. If at
any time the Commission shall issue any stop order suspending the
effectiveness of the Registration Statement, or any state securities
commission or other regulatory authority shall issue an order suspending
the qualification or exemption from qualification of the Transfer
Restricted Securities under state securities or Blue Sky laws, the
Company shall use commercially reasonable efforts to obtain the
withdrawal or lifting of such order at the earliest possible time;

(iv)    subject to Section 6(c)(i), if any fact or event
contemplated by Section 6(c)(iii)(D) above shall exist or have occurred,
prepare a supplement or post-effective amendment to the Registration
Statement or related Prospectus or any document incorporated therein by
reference or file any other required document so that, as thereafter
delivered to the purchasers of Transfer Restricted Securities, the
Prospectus will not contain an untrue statement of a material fact or
omit to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made,
not misleading;

(v)     upon request, furnish to each Holder and each Affiliated
Market Maker in connection with such exchange or sale, if any, before
filing with the Commission, copies of any Registration Statement or any
Prospectus included therein or any amendments or supplements to any such
Registration Statement or Prospectus, which documents will be subject to
the review and comment of such Persons in connection with such sale, if
any, for a period of at least five Business Days, and the Company will
not file any such Registration Statement or Prospectus or any amendment
or supplement to any such Registration Statement or Prospectus to which
such Persons shall reasonably object within five Business Days after the
receipt thereof;

(vi)    make available, at reasonable times, for inspection by
each Holder and each Affiliated Market Maker and any attorney or
accountant retained by such Persons, all financial and other records,
pertinent corporate documents of the Company and cause the Company's
officers, directors and employees to supply all information reasonably
requested by any such Persons, attorney or accountant in connection with
such Registration Statement or any post-effective amendment thereto
subsequent to the filing thereof and prior to its effectiveness;

(vii)   if requested by any Holders in connection with such
exchange or sale or any Affiliated Market Maker, promptly include in any
Registration Statement or Prospectus, pursuant to a supplement or
post-effective amendment if necessary, such information as such Persons
may reasonably request to have included therein relating to the "Plan of
Distribution" of the Transfer Restricted Securities and the use of the
Registration Statement or Prospectus for market making activities; and
make all required filings of such Prospectus supplement or
post-effective 

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amendment as soon as practicable after the Company is notified of the
matters to be included in such Prospectus supplement or post-effective
amendment;

(viii)  upon the request furnish to such Holder in connection
with such exchange or sale and each Affiliated Market Maker, without
charge, at least one copy of the Registration Statement, as first filed
with the Commission, and of each amendment thereto, including all
documents incorporated by reference therein and all exhibits (including
exhibits incorporated therein by reference);

(ix)    deliver to each Holder and each Affiliated Market Maker
without charge, as many copies of the Prospectus (including each
preliminary prospectus) and any amendment or supplement thereto as such
Persons reasonably may request; the Company hereby consents to the use
(in accordance with law) of the Prospectus and any amendment or
supplement thereto by each selling Person in connection with the
offering and the sale of the Transfer Restricted Securities covered by
the Prospectus or any amendment or supplement thereto and all market
making activities of such Affiliated Market Maker, as the case may be;

(x)     upon the request of any Holder who is a Broker-Dealer or
any Affiliated Market Maker, make representations and warranties as
reasonably requested and take all such other actions as reasonably
requested in connection therewith in order to expedite or facilitate the
disposition of the Transfer Restricted Securities pursuant to any
applicable Registration Statement contemplated by this Agreement as may
be reasonably requested by any such Holder or Affiliated Market Maker in
connection with any sale or resale pursuant to any applicable
Registration Statement. In connection with the exchange or disposition
of Transfer Restricted Securities pursuant to a Registration Statement,
the Company shall:

(A)     upon request of any Holder, furnish (or in the
case of paragraphs (2) and (3), use commercially reasonable
efforts to cause to be furnished) to each Person, upon
Consummation of the Exchange Offer or upon the effectiveness of
the Shelf Registration Statement, as the case may be:

(1)     a certificate, dated such date, signed
on behalf of the Company by (x) the President or any
Vice President and (y) a principal financial or
accounting officer of the Company, confirming, as of the
date thereof, the matters set forth in Sections
6(n)(iii) and (iv), 6(o) and 6(q) of the Purchase
Agreement and such other similar matters as such Person
may reasonably request;

(2)     an opinion, dated the date of
Consummation of the Exchange Offer or the date of
effectiveness of the Shelf Registration Statement, as
the case may be, of counsel for the Company covering
matters similar to those set forth in paragraph (x) of
Section 6(d) of the Purchase Agreement, and in any event
including a statement to the effect that such counsel
has participated in conferences with officers and other
representatives of the Company, representatives of the
independent certified public accountants of the Company
at which the contents of the applicable Registration
Statement were discussed and, although such counsel is
not passing upon and assumes no responsibility for, the
accuracy, completeness or fairness of the statements
contained in the applicable Registration Statement
(except as indicated above), on the basis of the
foregoing, no facts came to such counsel's attention
which led such counsel to believe that the applicable
Registration Statement, at the time such Registration

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Statement or any post-effective amendment thereto became
effective and, in the case of the Exchange Offer
Registration Statement, as of the date of Consummation
of the Exchange Offer, contained an untrue statement of
a material fact or omitted to state a material fact
necessary to make the statements therein, in the light
of the circumstances under which they were made, not
misleading, or that the Prospectus contained in such
Registration Statement as of its date and, in the case
of the opinion dated the date of Consummation of the
Exchange Offer, as of the date of Consummation,
contained an untrue statement of a material fact or
omitted to state a material fact necessary in order to
make the statements therein, in the light of the
circumstances under which they were made, not
misleading. Without limiting the foregoing, such counsel
may state further that such counsel assumes no
responsibility for, and has not independently verified,
the accuracy, completeness or fairness of the financial
statements and schedules and other financial data
included in any Registration Statement contemplated by
this Agreement or the related Prospectus; and

(3)     a customary comfort letter, dated the
date of Consummation of the Exchange Offer, or as of the
date of effectiveness of the Shelf Registration
Statement, as the case may be, from the Company's
independent accountants, in the customary form and
covering matters of the type customarily covered in
comfort letters to underwriters in connection with
underwritten offerings, and affirming the matters set
forth in the comfort letters delivered pursuant to
Sections 6(j) and (k) of the Purchase Agreement; and

(B)     deliver such other documents and certificates as
may be reasonably requested by the selling Holders to evidence
compliance with the matters covered in clause (A) above and with
any customary conditions contained in the any agreement entered
into by the Company pursuant to this clause (xi);

(xi)    prior to any public offering of Transfer Restricted
Securities, cooperate with the selling Holders and their counsel in
connection with the registration and qualification of the Transfer
Restricted Securities under the securities or Blue Sky laws of such
jurisdictions as the selling Holders may request and do any and all
other acts or things necessary or advisable to enable the disposition in
such jurisdictions of the Transfer Restricted Securities covered by the
applicable Registration Statement; provided, however, that the Company
shall not be required to register or qualify as a foreign corporation
where it is not now so qualified or to take any action that would
subject it to the service of process in suits or to taxation, other than
as to matters and transactions relating to the Registration Statement,
in any jurisdiction where it is not now so subject; (xii) in connection
with any sale of Transfer Restricted Securities that will result in such
securities no longer being Transfer Restricted Securities, cooperate
with the Holders to facilitate the timely preparation and delivery of
certificates representing Transfer Restricted Securities to be sold and
not bearing any restrictive legends; and to register such Transfer
Restricted Securities in such denominations and such names as the
selling Holders may request at least two Business Days prior to such
sale of Transfer Restricted Securities;

(xiii)  provide a CUSIP number for all Transfer Restricted
Securities not later than the effective date of a Registration Statement
covering such Transfer Restricted Securities and provide the Trustee
under the Senior Notes Indenture with printed certificates for the
Transfer 

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Restricted Securities which are in a form eligible for deposit with the
Depository Trust Company;

(xiv)   otherwise use commercially reasonable efforts to comply
with all applicable rules and regulations of the Commission, and make
generally available to its security holders with regard to any
applicable Registration Statement, as soon as practicable, a
consolidated earnings statement meeting the requirements of Rule 158
(which need not be audited) covering a twelve-month period beginning
after the effective date of the Registration Statement (as such term is
defined in paragraph (c) of Rule 158 under the Act);

(xv)    cause the Senior Notes Indenture to be qualified under
the TIA not later than the effective date of the first Registration
Statement required by this Agreement and, in connection therewith,
cooperate with the Trustee and the Holders to effect such changes to the
Senior Notes Indenture as may be required for such Senior Notes
Indenture to be so qualified in accordance with the terms of the TIA;
and execute and use commercially reasonable efforts to cause the Trustee
to execute, all documents that may be required to effect such changes
and all other forms and documents required to be filed with the
Commission to enable such Senior Notes Indenture to be so qualified in a
timely manner; and

(xvi)   provide promptly to each Holder and Affiliated Market
Maker, upon request, each document filed with the Commission pursuant to
the requirements of Section 13 or Section 15(d) of the Exchange Act.

(d)     Restrictions on Holders. Each Holder agrees by acquisition of a
Transfer Restricted Security and each Affiliated Market Maker agrees that, upon
receipt of the notice referred to in Section 4(c) or 6(c)(iii)(C) or any notice
from the Company of the existence of any fact of the kind described in Section
6(c)(iii)(D) hereof (in each case, a "Suspension Notice"), such Person will
forthwith discontinue disposition of Transfer Restricted Securities pursuant to
the applicable Registration Statement until (i)(A) such Person has received
copies of the supplemented or amended Prospectus contemplated by Section
6(c)(iv) hereof, or (B) such Person is advised in writing by the Company that
the use of the Prospectus may be resumed, and has received copies of any
additional or supplemental filings that are incorporated by reference in the
Prospectus (in each case, the "Recommencement Date"). Each Person receiving a
Suspension Notice hereby agrees that it will either (ii)(A) destroy any
Prospectuses, other than permanent file copies, then in such Person's possession
which have been replaced by the Company with more recently dated Prospectuses or
(B) deliver to the Company (at the Company's expense) all copies, other than
permanent file copies, then in such Person's possession of the Prospectus
covering such Transfer Restricted Securities that was current at the time of
receipt of the Suspension Notice. The time period regarding the effectiveness of
such Registration Statement set forth in Section 3 or 4 hereof, as applicable,
shall be extended by a number of days equal to the number of days in the period
from and including the date of delivery of the Suspension Notice to the date of
delivery of the Recommencement Date.

SECTION 7. REGISTRATION EXPENSES

(a)     All expenses incident to the Company's performance of or
compliance with this Agreement will be borne by the Company, regardless of
whether a Registration Statement becomes effective, including without
limitation: (i) all registration and filing fees and expenses; (ii) all fees and
expenses of compliance with federal securities and state Blue Sky or securities
laws; (iii) all expenses of printing (including printing certificates for the
Series B Senior Notes to be issued in the Exchange Offer and printing of
Prospectuses whether for exchanges, sales, market making or otherwise),
messenger and delivery services and telephone; (iv) all fees and disbursements
of counsel for the Company; (v) all 

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application and filing fees in connection with listing the Series B Senior Notes
on a national securities exchange or automated quotation system pursuant to the
requirements hereof; and (vi) all fees and disbursements of independent
certified public accountants of the Company (including the expenses of any
special audit and comfort letters required by or incident to such performance).

The Company will, in any event, bear its internal expenses (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expenses of any annual audit and the
fees and expenses of any Person, including special experts, retained by the
Company.

(b)     In connection with any Registration Statement required by this
Agreement (including, without limitation, the Exchange Offer Registration
Statement and the Shelf Registration Statement), the Company will reimburse the
Initial Purchasers and the Holders of Transfer Restricted Securities who are
tendering Series A Senior Notes into in the Exchange Offer and/or selling or
reselling Series A Senior Notes or Series B Senior Notes pursuant to the "Plan
of Distribution" contained in the Exchange Offer Registration Statement or the
Shelf Registration Statement, as applicable, for the reasonable fees and
disbursements of not more than one counsel, who shall be Latham & Watkins,
unless another firm shall be chosen by the Holders of a majority in principal
amount of the Transfer Restricted Securities for whose benefit such Registration
Statement is being prepared.

SECTION 8. INDEMNIFICATION

(a)     The Company agrees to indemnify and hold harmless each Holder,
its directors, officers, employees, representatives and agents and each Person,
if any, who controls such Holder (within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act) (collectively, the "Holder Indemnified Parties")
against any loss, claim, damage or liability, joint or several, or any action in
respect thereof, to which that Holder Indemnified Party may become subject,
under the Securities Act or otherwise, insofar as such loss, claim, damage or
liability or action arises out of or is based upon (i)(A) any untrue statement
or alleged untrue statement of a material fact contained in any Registration
Statement, preliminary prospectus or Prospectus (or any amendment or supplement
thereto) provided by the Company to any Holder or any prospective purchaser of
Series B Senior Notes or registered Series A Senior Notes, or (B) the omission
or alleged omission to state therein (or in any amendment or supplement thereto)
a material fact required to be stated therein or necessary to make the
statements therein not misleading and shall reimburse each Holder Indemnified
Party promptly upon demand for any legal or other expenses reasonably incurred
by that Holder Indemnified Party in connection with investigating or preparing
to defend or defending against or appearing as a third party witness in
connection with any such loss, claim, damage, liability or action as such
expenses are incurred; provided, however, that the Company shall not be liable
in any such case to the extent that any such loss, claim, damage, liability or
action arises out of or is based upon (ii)(A) any untrue statement or alleged
untrue statement in or (B) omission or alleged omission from any Registration
Statement, preliminary prospectus or Prospectus (or any amendment or supplement
thereto) provided by the Company to any Holder or any prospective purchaser of
Series B Senior Notes or registered Series A Senior Notes in reliance upon and
in conformity with written information furnished to the Company by and of the
Holders specifically for use therein. This indemnity agreement is not exclusive
and will be in addition to any liability which the Company might otherwise have
and shall not limit any rights or remedies which may otherwise be available at
law or in equity to each Holder Indemnified Party.

(b)     Each Holder of Transfer Restricted agrees, severally and not
jointly, shall indemnify and hold harmless the Company, its officers, employees,
representatives, agents, directors and each person, if any, who controls (within
the meaning of Section 15 of the Act or Section 20 of the Exchange Act) the

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Company (collectively the "Company Indemnified Parties" and each a "Company
Indemnified Party") against any loss, claim, damage or liability, joint or
several, or any action in respect thereof, to which the Company Indemnified
Parties may become subject, under the Act or otherwise, insofar as such loss,
claim, damage, liability or action arises out of or is based upon (i) any untrue
statement or alleged untrue statement of a material fact contained in any
Registration Statement, preliminary prospectus or Prospectus (or any amendment
or supplement thereto) provided by the Company to any Holder or any prospective
purchaser of Series B Senior Notes or registered Series A Senior Notes, or (ii)
the omission or alleged omission to state therein (or in any amendment or
supplement thereto) a material fact required to be stated therein or necessary
to make the statements therein not misleading, but in each case only to the
extent that the untrue statement or alleged untrue statement or omission or
alleged omission was made in reliance upon and in conformity with written
information furnished to the Company by such Holder specifically for use
therein, and shall reimburse the Company Indemnified Parties for any legal or
other expenses reasonably incurred by such parties in connection with
investigating or preparing to defend or defending against or appearing as third
party witness in connection with any such loss, claim, damage, liability or
action as such expenses are incurred. In no event shall any Holder, its
directors, officers, employees, representatives and agents or any Person who
controls such Holder be liable or responsible for any amount in excess of the
amount by which the total amount received by such Holder with respect to its
sale of Transfer Restricted Securities pursuant to a Registration Statement
exceeds (i) the amount paid by such Holder for such Transfer Restricted
Securities and (ii) the amount of any damages that such Holder, its directors,
officers or any Person who controls such Holder has otherwise been required to
pay by reason of such untrue or alleged untrue statement or omission or alleged
omission.

(c)     Promptly after receipt by an indemnified party under this
Section 8 of notice of any claim or the commencement of any action, the
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party under this Section 8, notify the indemnifying party in
writing of the claim or the commencement of that action; provided, however, that
the failure to notify the indemnifying party shall not relieve it from any
liability which it may have under this Section 8 except to the extent it has
been materially prejudiced by such failure; and, provided, further, that the
failure to notify the indemnifying party shall not relieve it from any liability
which it may have to an indemnified party otherwise than under this Section 8.
If any such claim or action shall be brought against an indemnified party, and
it shall notify the indemnifying party thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it wishes, jointly with
any other similarly notified indemnifying party, to assume the defense thereof
with counsel reasonably satisfactory to the indemnified party. After notice from
the indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable to
the indemnified party under this Section 8 for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than reasonable costs of investigation; provided, however, that
any indemnified party shall have the right to employ separate counsel in any
such action and to participate in the defense thereof but the fees and expenses
of such counsel shall be at the expense of such indemnified party unless (i) the
employment thereof has been specifically authorized by the indemnifying party in
writing, (ii) such indemnified party shall have been advised by such counsel
that there may be one or more legal defenses available to it which are different
from or additional to those available to the indemnifying party and in the
reasonable judgment of such counsel it is advisable for such indemnified party
to employ separate counsel or (iii) the indemnifying party has failed to assume
the defense of such action and employ counsel reasonably satisfactory to the
indemnified party, in which case, if such indemnified party notifies the
indemnifying party in writing that it elects to employ separate counsel at the
expense of the indemnifying party, the indemnifying party shall not have the
right to assume the defense of such action on behalf of such indemnified party,
it being understood, however, that the indemnifying party shall not, in
connection with any one such action or separate but substantially similar or
related actions in the same 

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jurisdiction arising out of the same general allegations or circumstances, be
liable for the reasonable fees and expenses of more than one separate firm of
attorneys at any time for all such indemnified parties, which firm shall be
designated in writing by a majority of the Holders, if the indemnified parties
under this Section 8 consist of any Holder Indemnified Parties, or by the
Company if the indemnified parties under this Section 8 consist of any Company
Indemnified Parties. Each indemnified party, as a condition of the indemnity
agreements contained in Sections 8(a) and (b), shall use all reasonable efforts
to cooperate with the indemnifying party in the defense of any such action or
claim. No indemnifying party shall be liable for any settlement of any such
action effected without its written consent (which consent shall not be
unreasonably withheld), but if settled with its written consent or if there be a
final judgment for the plaintiff in any such action, the indemnifying party
agrees to indemnify and hold harmless any indemnified party from and against any
loss or liability by reason of such settlement or judgment.

(d)     If the indemnification provided for in this Section 8 is
unavailable or insufficient to hold harmless an indemnified party under Section
8(a) or 8(b), then each indemnifying party shall, in lieu of indemnifying such
indemnified party, contribute to the amount paid or payable by such indemnified
party as a result of such loss, claim, damage or liability, or action in respect
thereof, (i)(A) in such proportion as shall be appropriate to reflect the
relative benefits received by the Company, on the one hand, and the Holder, on
the other, on their sale of Transfer Restricted Securities, or (B) if the
allocation provided by clause (i)(A) above is not permitted by applicable law,
in such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i)(A) above but also the relative fault of the Company,
on the one hand, and of the Holder, on the other, on the other with respect to
the statements or omissions which resulted in such loss, claim, damage or
liability, or action in respect thereof, as well as any other relevant equitable
considerations. The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Company on the one hand or the Holder on the other,
the intent of the parties and their relative knowledge, access to information
and opportunity to correct or prevent such untrue statement or omission. The
Company and the Initial Purchasers agree that it would not be just and equitable
if contributions pursuant to this Section 8(d) were to be determined by pro rata
allocation (even if the Holders were treated as one entity for such purpose) or
by any other method of allocation which does not take into account the equitable
considerations referred to herein. The amount paid or payable by an indemnified
party as a result of the loss, claim, damage or liability, or action in respect
thereof, referred to above in this Section 8(d) shall be deemed to include, for
purposes of this Section 8(d), any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Section 8(d), (ii)(A) no
Holder, its directors, officers, representatives or agents or any Person, if
any, who controls such Holder shall be required to contribute any amount in
excess of the amount by which the total received by such Holder with respect to
the sale of Transfer Restricted Securities pursuant to a Registration Statement
exceeds (x) the amount paid by such Holder for such Transfer Restricted
Securities and (y) the amount of any damages which such Holder has otherwise
paid or become liable to pay by reason of any untrue or alleged untrue statement
or omission or alleged omission, and (B) any amount the Company would otherwise
be required to contribute shall be reduced by the amount the Company has
otherwise paid or become liable to pay by reason of any untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Holders' obligations to contribute pursuant to
this Section 8(d) are several in proportion to the respective principal amount
of Transfer Restricted Securities held by each Holder hereunder and not joint.

(e)     The Company agrees that the indemnity and contribution
provisions of this Section 8 shall apply to Affiliated Market Makers to the same
extent, on the same conditions, as it applies to Holders.

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SECTION 9. RULE 144A AND RULE 144

The Company agrees with each Holder, for so long as any Transfer
Restricted Securities remain outstanding and during any period in which the
Company (i) is not subject to Section 13 or 15(d) of the Exchange Act, to make
available, upon request of any Holder, to such Holder or beneficial owner of
Transfer Restricted Securities in connection with any sale thereof and any
prospective purchaser of such Transfer Restricted Securities designated by such
Holder or beneficial owner, the information required by Rule 144A(d)(4) under
the Act in order to permit resales of such Transfer Restricted Securities
pursuant to Rule 144A, and (ii) is subject to Section 13 or 15 (d) of the
Exchange Act, to make all filings required thereby in a timely manner in order
to permit resales of such Transfer Restricted Securities pursuant to Rule 144.

SECTION 10. MISCELLANEOUS

(a)     Remedies. The Company acknowledges and agrees that any failure
by the Company to comply with its obligations under Sections 3 and 4 hereof may
result in material irreparable injury to the Initial Purchasers or the Holders
or Affiliated Market Makers for which there is no adequate remedy at law, that
it will not be possible to measure damages for such injuries precisely and that,
in the event of any such failure, the Initial Purchasers or any Holders or
Affiliated Market Makers may obtain such relief as may be required to
specifically enforce the Company's obligations under Sections 3 and 4 hereof.
The Company further agrees to waive the defense in any action for specific
performance that a remedy at law would be adequate.

(b)     No Inconsistent Agreements. The Company will not, on or after
the date of this Agreement, enter into any agreement with respect to its
securities that is inconsistent with the rights granted to the Holders in this
Agreement or otherwise conflicts with the provisions hereof. The rights granted
to the Holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of the Company's securities
under any agreement in effect on the date hereof.

(c)     Amendments and Waivers. The provisions of this Agreement may not
be amended, modified or supplemented, and waivers or consents to or departures
from the provisions hereof may not be given unless (i) in the case of Section 5
hereof and this Section 10(c)(i), the Company has obtained the written consent
of Holders of all outstanding Transfer Restricted Securities and (ii) in the
case of all other provisions hereof, the Company has obtained the written
consent of Holders of a majority of the outstanding principal amount of Transfer
Restricted Securities (excluding Transfer Restricted Securities held by the
Company or its Affiliates). Notwithstanding the foregoing, a waiver or consent
to departure from the provisions hereof that relates exclusively to the rights
of Holders whose Transfer Restricted Securities are being tendered pursuant to
the Exchange Offer, and that does not affect directly or indirectly the rights
of other Holders whose Transfer Restricted Securities are not being tendered
pursuant to such Exchange Offer, may be given by the Holders of a majority of
the outstanding principal amount of Transfer Restricted Securities subject to
such Exchange Offer.

(d)     Third Party Beneficiary. The Holders and Affiliated Market
Makers shall be third party beneficiaries to the agreements made hereunder
between the Company, on the one hand, and the Initial Purchasers, on the other
hand, and shall have the right to enforce such agreements directly to the extent
they may deem such enforcement necessary or advisable to protect its rights or
the rights of Holders and Affiliated Market Makers hereunder.

(e)     Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telex, telecopier, or air
courier guaranteeing overnight delivery:

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(i)     if to a Holder, at the address set forth on the records
of the Registrar under the Senior Notes Indenture, with a copy to the
Registrar under the Senior Notes Indenture; and

(ii)    if to the Company:

Amkor Technology, Inc.
1345 Enterprise Drive
West Chester, Pennsylvania 19380
Telecopier No.: 610-431-3990
Attention: General Counsel

With a copy to:

Wilson, Sonsini, Goodrich & Rosati
650 Page Mill Road
Palo Alto, CA  94304
Telecopier No.: (650) 493-6811
Attention: Larry Sonsini, Esq.

All such notices and communications 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 receipt
acknowledged, if telecopied; and on the next Business Day, if timely delivered
to an air courier guaranteeing overnight delivery.

Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee at the
address specified in the Senior Notes Indenture.

Upon the date of filing of the Exchange Offer or a Shelf Registration
Statement, as the case may be, notice shall be delivered to SG Cowen Securities
Corporation, on behalf of the Initial Purchasers (in the form attached hereto as
Exhibit A) and shall be addressed to: Attention: William Frauen, SG Securities
Corporation, Attention: High Yield Syndicate, 1221 Avenue of the Americas, 13th
Floor, New York, New York 10020.

(f)     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 limitation and without the need for an express
assignment, subsequent Holders; provided, that nothing herein shall be deemed to
permit any assignment, transfer or other disposition of Transfer Restricted
Securities in violation of the terms hereof or of the Purchase Agreement or the
Senior Notes Indenture. If any transferee of any Holder shall acquire Transfer
Restricted Securities in any manner, whether by operation of law or otherwise,
such Transfer Restricted Securities shall be held subject to all of the terms of
this Agreement, and by taking and holding such Transfer Restricted Securities
such Person shall be conclusively deemed to have agreed to be bound by and to
perform all of the terms and provisions of this Agreement, including the
restrictions on resale set forth in this Agreement and, if applicable, the
Purchase Agreement, and such Person shall be entitled to receive the benefits
hereof.

(g)     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.

(h)     Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

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(i)     Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICT OF LAW RULES THEREOF.

(j)     Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.

(k)     Entire Agreement. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted with respect to the Transfer
Restricted Securities. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.

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SIGNATURE PAGE TO SENIOR NOTES REGISTRATION RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

AMKOR TECHNOLOGY, INC.

By: /s/
-------------------------------------
Name:
Title:

SIGNATURE PAGE TO SENIOR NOTES REGISTRATION RIGHTS AGREEMENT

21

SG COWEN SECURITIES CORPORATION

By: /s/
--------------------------------
Name:
Title:

SALOMON SMITH BARNEY INC.

By: /s/
--------------------------------
Name:
Title:

BT ALEX. BROWN INCORPORATED

By: /s/
--------------------------------
Name:
Title:

NATIONSBANC MONTGOMERY SECURITIES LLC

By: /s/
--------------------------------
Name:
Title:

BANCBOSTON ROBERTSON STEPHENS INC.

By: /s/
--------------------------------
Name:
Title:

PRUDENTIAL SECURITIES INCORPORATED

By: /s/
--------------------------------
Name:
Title:

SIGNATURE PAGE TO SENIOR NOTES REGISTRATION RIGHTS AGREEMENT

22

EXHIBIT A

NOTICE OF FILING OF
A/B EXCHANGE OFFER REGISTRATION STATEMENT

To:      SG Securities Corporation
Attention:  High Yield Syndicate
1221 Avenue of the Americas, 13th Floor
New York, New York 10020
Attention:  William Frauen
Fax: 212-278-5076

From:    Amkor Technology, Inc.
9 1/4% Senior Notes due 2006

Date:   ______________

For your information only (NO ACTION REQUIRED):

Today, ______, ____, we filed [an A/B Exchange Registration Statement/a
Shelf Registration Statement] with the Securities and Exchange Commission. We
currently expect this registration statement to be declared effective within __
business days of the date hereof.

1

EXHIBIT 10.3

SENIOR SUBORDINATED NOTES
REGISTRATION RIGHTS AGREEMENT

DATED AS OF MAY 13, 1999
BY AND AMONG

AMKOR TECHNOLOGY, INC.

AND

SG COWEN SECURITIES CORPORATION
SALOMON SMITH BARNEY INC.
BT ALEX. BROWN INCORPORATED
NATIONSBANC MONTGOMERY SECURITIES LLC
BANCBOSTON ROBERTSON STEPHENS INC.
PRUDENTIAL SECURITIES INCORPORATED

2

This Registration Rights Agreement (this "Agreement") is made and
entered into as of May 13, 1999, by and among Amkor Technology, Inc., a Delaware
corporation (the "Company"), and the several initial purchasers named in
Schedule A hereto (the "Initial Purchasers," or, each, an "Initial Purchaser"),
each of whom has agreed to purchase the Company's 10 1/2% Series A Senior
Subordinated Notes due 2009 (the "Series A Senior Subordinated Notes") pursuant
to the Purchase Agreement (as defined below).

This Agreement is made pursuant to the Purchase Agreement, dated May 6,
1999, (the "Purchase Agreement"), by and among the Company and the Initial
Purchasers. In order to induce the Initial Purchasers to purchase the Series A
Senior Subordinated Notes, the Company has agreed to provide the registration
rights set forth in this Agreement. The execution and delivery of this Agreement
is a condition to the obligations of the Initial Purchasers set forth in Section
3 of the Purchase Agreement. Capitalized terms used herein and not otherwise
defined shall have the meaning assigned to them in the Indenture dated as of May
13, 1999, between the Company and State Street Bank and Trust Company, as
Trustee (the "Senior Subordinated Notes Indenture").

The parties hereby agree as follows:

SECTION 1. DEFINITIONS

As used in this Agreement, the following capitalized terms shall have
the following meanings:

ACT: The Securities Act of 1933, as amended.

AFFILIATE: As defined in Rule 144 of the Act.

AFFILIATED MARKET MAKER: A Broker-Dealer who is deemed to be an
Affiliate of the Company.

BROKER-DEALER: Any broker or dealer registered under the Exchange Act.

CERTIFICATED SECURITIES: Definitive Notes, as defined in the Senior
Subordinated Notes Indenture.

CLOSING DATE: The date hereof.

COMMISSION: The Securities and Exchange Commission.

CONSUMMATE: An Exchange Offer shall be deemed "Consummated" for purposes
of this Agreement upon the occurrence of (a) the filing and effectiveness under
the Act of the Exchange Offer Registration Statement relating to the Series B
Senior Subordinated Notes to be issued in the Exchange Offer, (b) the
maintenance of such Exchange Offer Registration Statement continuously effective
and the keeping of the Exchange Offer open for a period not less than the period
required pursuant to Section 3(b) hereof and (c) the delivery by the Company to
the Registrar under Section 2.03 of the Senior Subordinated Notes Indenture of
Series B Senior Subordinated Notes in the same aggregate principal amount as the
aggregate principal amount of Series A Senior Subordinated Notes tendered by
Holders thereof pursuant to the Exchange Offer.

CONSUMMATION DEADLINE: As defined in Section 3(b) hereof.

EFFECTIVENESS DEADLINE: As defined in Section 3(a) and 4(a) hereof.

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3

EXCHANGE ACT: The Securities Exchange Act of 1934, as amended.

EXCHANGE OFFER: The exchange and issuance by the Company of a principal
amount of Series B Senior Subordinated Notes (which shall be registered pursuant
to the Exchange Offer Registration Statement) equal to the outstanding principal
amount of Series A Senior Subordinated Notes that are tendered by such Holders
in connection with such exchange and issuance.

EXCHANGE OFFER REGISTRATION STATEMENT: The Registration Statement
relating to the Exchange Offer, including the related Prospectus.

EXEMPT RESALES: The transactions in which the Initial Purchasers propose
to sell the Series A Senior Subordinated Notes to certain "qualified
institutional buyers," as such term is defined in Rule 144A under the Act.

FILING DEADLINE: As defined in Sections 3(a) and 4(a) hereof.

HOLDERS: As defined in Section 2 hereof.

PROSPECTUS: The prospectus included in a Registration Statement at the
time such Registration Statement is declared effective, as amended or
supplemented by any prospectus supplement and by all other amendments thereto,
including post-effective amendments, and all material incorporated by reference
into such Prospectus.

RECOMMENCEMENT DATE: As defined in Section 6(d) hereof.

REGISTRATION DEFAULT: As defined in Section 5 hereof.

REGISTRATION STATEMENT: Any registration statement of the Company filed
with the Commission pursuant to the Act relating to (a) an offering of Series B
Senior Subordinated Notes pursuant to an Exchange Offer or (b) the registration
for resale of Transfer Restricted Securities pursuant to the Shelf Registration
Statement, in each case, (i) that is filed pursuant to the provisions of this
Agreement and (ii) including the Prospectus included therein, all amendments and
supplements thereto (including post-effective amendments) and all exhibits and
material incorporated by reference therein.

REGULATION S: Regulation S promulgated under the Act.

RULE 144: Rule 144 promulgated under the Act.

SERIES B SENIOR SUBORDINATED NOTES: The Company's 10 1/2% Series B
Senior Subordinated Notes due 2009 to be issued pursuant to the Senior
Subordinated Notes Indenture: (i) in the Exchange Offer or (ii) as contemplated
by Section 4 hereof.

SHELF REGISTRATION STATEMENT: As defined in Section 4 hereof.

SUSPENSION NOTICE: As defined in Section 6(d) hereof.

TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as
in effect on the date of the Senior Subordinated Notes Indenture.

TRANSFER RESTRICTED SECURITIES: Each (A) Series A Senior Note, until the
earliest to occur of (i) the date on which such Series A Senior Note is
exchanged in the Exchange Offer for a Series B Senior 

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4

Note which is entitled to be resold to the public by the Holder thereof without
complying with the prospectus delivery requirements of the Act, (ii) the date on
which such Series A Senior Note has been disposed of in accordance with a Shelf
Registration Statement (and the purchasers thereof have been issued Series B
Senior Subordinated Notes), or (iii) the date on which such Series A Senior Note
may be sold to the public pursuant to Rule 144 under the Act and each (B) Series
B Senior Note held by a Broker Dealer until the date on which such Series B Note
is disposed of by a Broker-Dealer pursuant to the "Plan of Distribution"
contemplated by the Exchange Offer Registration Statement (including the
delivery of the Prospectus contained therein).

SECTION 2. HOLDERS

A Person is deemed to be a holder of Transfer Restricted Securities
(each, a "Holder") whenever such Person owns Transfer Restricted Securities.

SECTION 3. REGISTERED EXCHANGE OFFER

(a)     Unless the Exchange Offer shall not be permitted by applicable
federal law (after the procedures set forth in Section 6(a)(i) below have been
complied with), the Company shall (i) use commercially reasonable efforts to
cause the Exchange Offer Registration Statement to be filed with the Commission
as soon as practicable after the Closing Date, but in no event later than 120
days after the Closing Date (such 120th day being the "Filing Deadline"), (ii)
use commercially reasonable efforts to cause such Exchange Offer Registration
Statement to become effective at the earliest possible time, but in no event
later than 210 days after the Closing Date (such 210th day being the
"Effectiveness Deadline"), (iii) in connection with the foregoing, (A) file all
pre-effective amendments to such Exchange Offer Registration Statement as may be
necessary in order to cause it to become effective, (B) file, if applicable, a
post-effective amendment to such Exchange Offer Registration Statement pursuant
to Rule 430A under the Act and (C) cause all necessary filings, if any, in
connection with the registration and qualification of the Series B Senior
Subordinated Notes to be made under the Blue Sky laws of such jurisdictions as
are necessary to permit Consummation of the Exchange Offer, and (iv) upon the
effectiveness of such Exchange Offer Registration Statement, commence and
Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate
form permitting (x) registration of the Series B Senior Subordinated Notes to be
offered in exchange for the Series A Senior Subordinated Notes that are Transfer
Restricted Securities and (y) resales of Series B Senior Subordinated Notes by
Broker-Dealers that tendered into the Exchange Offer Series A Senior
Subordinated Notes that such Broker-Dealer acquired for its own account as a
result of market making activities or other trading activities (other than
Series A Senior Subordinated Notes acquired directly from the Company or any of
its Affiliates) as contemplated by Section 3(c) below.

(b)     The Company shall use commercially reasonable efforts to cause
the Exchange Offer Registration Statement to be effective continuously, and
shall keep the Exchange Offer open for a period of not less than the minimum
period required under applicable federal and state securities laws to Consummate
the Exchange Offer; provided, however, that in no event shall such period be
less than 30 Business Days. The Company shall cause the Exchange Offer to comply
with all applicable federal and state securities laws. No securities other than
the Series B Senior Notes and the Series B Senior Subordinated Notes shall be
included in the Exchange Offer Registration Statement. The Company shall use
commercially reasonable efforts to cause the Exchange Offer to be Consummated on
the earliest practicable date after the Exchange Offer Registration Statement
has become effective, but in no event later than 30 Business Days thereafter
(such 30th day being the "Consummation Deadline").

(c)     The Company shall include a "Plan of Distribution" section in
the Prospectus contained in the Exchange Offer Registration Statement and
indicate therein that any Broker-Dealer who holds 

4

5

Transfer Restricted Securities that were acquired for the account of such
Broker-Dealer as a result of market-making activities or other trading
activities (other than Series A Senior Subordinated Notes acquired directly from
the Company or any Affiliate of the Company), may exchange such Transfer
Restricted Securities pursuant to the Exchange Offer. Such "Plan of
Distribution" section shall also contain all other information with respect to
such sales by such Broker-Dealers that the Commission may require in order to
permit such sales pursuant thereto, but such "Plan of Distribution" shall not
name any such Broker-Dealer or disclose the amount of Transfer Restricted
Securities held by any such Broker-Dealer, except to the extent required by the
Commission.

Because such Broker-Dealer may be deemed to be an "underwriter" within
the meaning of the Act and must, therefore, deliver a prospectus meeting the
requirements of the Act in connection with its initial sale of any Series B
Senior Subordinated Notes received by such Broker-Dealer in the Exchange Offer,
the Company shall permit the use of the Prospectus contained in the Exchange
Offer Registration Statement by such Broker-Dealer to satisfy such prospectus
delivery requirement. To the extent necessary to ensure that the prospectus
contained in the Exchange Offer Registration Statement is available for resales
of Series B Senior Subordinated Notes by Broker-Dealers, the Company agrees to
use commercially reasonable efforts to keep the Exchange Offer Registration
Statement continuously effective, supplemented, amended and current as required
by and subject to the provisions of Section 6(a) and (c) hereof and in
conformity with the requirements of this Agreement, the Act and the policies,
rules and regulations of the Commission as announced from time to time, for a
period of 180 days from the Consummation Deadline or such shorter period as will
terminate when all Transfer Restricted Securities covered by such Registration
Statement have been sold pursuant thereto. The Company shall provide sufficient
copies of the latest version of such Prospectus to such Broker-Dealers, promptly
upon request, and in no event later than one day after such request, at any time
during such period.

SECTION 4. SHELF REGISTRATION

(a)     Shelf Registration. If (i) the Exchange Offer is not permitted
by applicable law or Commission policy after the Company has complied with the
procedures set forth in Section 6(a)(i) below or (ii) any Holder of Series A
Senior Subordinated Notes which are Transfer Restricted Securities shall notify
the Company within 20 Business Days following the Consummation Deadline that (A)
such Holder is prohibited by law or Commission policy from participating in the
Exchange Offer, (B) such Holder may not resell the Series B Senior Subordinated
Notes acquired by it in the Exchange Offer to the public without delivering a
prospectus, and the Prospectus contained in the Exchange Offer Registration
Statement is not appropriate or available for such resales by such Holder, or
(C) such Holder is a Broker-Dealer and holds Series A Senior Subordinated Notes
acquired directly from the Company or any of the Company's affiliates, then the
Company shall:

(x)     use commercially reasonable efforts to cause to be
filed, on or prior to the later of (1) the Filing Deadline and (2) 60
days after the date on which the Company receives the notice specified
in clause (a)(ii) above, a shelf registration statement pursuant to Rule
415 under the Act (which may be an amendment to the Exchange Offer
Registration Statement (the "Shelf Registration Statement")), relating
to all Transfer Restricted Securities, and

(y)     shall use commercially reasonable efforts to cause such
Shelf Registration Statement to become effective on or prior to the
later of (i) 120 days after the Filing Deadline for the Shelf
Registration Statement or (ii) 120 days after the date on which the
Company receives notice under (x)(ii) above (such day the "Effectiveness
Deadline").

If, after the Company has filed an Exchange Offer Registration Statement
that satisfies the requirements of Section 3(a) above, the Company is required
to file and make effective a Shelf 

5

6

Registration Statement solely because the Exchange Offer is not
permitted under applicable federal law (i.e., clause (a)(i) above), then
the filing of the Exchange Offer Registration Statement shall be deemed
to satisfy the requirements of clause (x) above; provided that, in such
event, the Company shall remain obligated to meet the Effectiveness
Deadline set forth in clause (y) above.

To the extent necessary to ensure that the Shelf Registration Statement
is available for resales of Transfer Restricted Securities by the Holders
thereof entitled to the benefit of this Section 4(a) and the other securities
required to be registered therein pursuant to Section 6(b)(ii) hereof, the
Company shall use commercially reasonable efforts to keep any Shelf Registration
Statement required by this Section 4(a) continuously effective, supplemented,
amended and current as required by and subject to the provisions of Sections
6(b) and (c) hereof and in conformity with the requirements of this Agreement,
the Act and the policies, rules and regulations of the Commission as announced
from time to time, for a period of at least two years following the Closing
Date, or such shorter period as will terminate when all Transfer Restricted
Securities covered by such Shelf Registration Statement have been sold pursuant
thereto.

(b)     Provision by Holders of Certain Information in Connection with
the Shelf Registration Statement. No Holder of Transfer Restricted Securities
may include any of its Transfer Restricted Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the Company in writing, within 10 days after receipt of a request therefor, the
information specified in Item 507 or 508 of Regulation S-K, as applicable, of
the Act for use in connection with any Shelf Registration Statement or
Prospectus or preliminary Prospectus included therein. No Holder of Transfer
Restricted Securities shall be entitled to liquidated damages pursuant to
Section 5 hereof unless and until such Holder shall have provided all such
information. Each selling Holder agrees to promptly furnish additional
information required to be disclosed in order to make the information previously
furnished to the Company by such Holder not materially misleading.

(c)     Prohibitions Against Sales. Notwithstanding anything to the
contrary in this Section 4 or in Section 3(c), but subject to compliance with
Section 5, the Company may, by delivering written notice to the Holders,
prohibit offers and sales of Transfer Restricted Securities pursuant to the
Shelf Registration Statement at any time if (A)(i) the Company is in possession
of material non-public information relating to the Company, (ii) the Company
determines (based on advice of counsel) that such prohibition is necessary in
order to avoid a requirement to disclose such material non-public information to
the public and (iii) the Company determines in good faith that public disclosure
of such material non-public information would not be in the best interests of
the Company and its stockholders or (B)(i) the Company has made a public
announcement relating to an acquisition or business combination transaction
including the Company and/or one or more of its subsidiaries that is material to
the Company and its subsidiaries taken as a whole and (ii) the Company
determines in good faith that (x) offers and sales of Transfer Restricted
Securities pursuant to the Shelf Registration Statement prior to the
consummation of such transaction (or such earlier date as the Company shall
determine) is not in the best interests of the Company and its stockholders or
(y) it would be impracticable at the time to obtain any financial statements
relating to such acquisition or business combination transaction that would be
required to be set forth in the Shelf Registration; provided, however, that upon
(i) the public disclosure by the Company of the material non-public information
described in clause (A) of this paragraph or (ii) the consummation, abandonment
or termination of, or the availability of the required financial statements with
respect to, a transaction described in clause (B) of this paragraph, the
suspension of the use of the Shelf Registration Statement pursuant to this
Section 4(c) shall cease and the Company shall promptly comply with Section
6(c)(ii) hereof and notify Holders that dispositions of Transfer Restricted
Securities may be resumed.

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SECTION 5. LIQUIDATED DAMAGES

If (i) any Registration Statement required by this Agreement is not
filed with the Commission on or prior to the applicable Filing Deadline, (ii)
any such Registration Statement has not been declared effective by the
Commission on or prior to the applicable Effectiveness Deadline, (iii) the
Exchange Offer has not been Consummated on or prior to the Consummation Deadline
or (iv) any Registration Statement required by this Agreement is filed and
declared effective but shall thereafter cease to be effective or fail to be
usable for its intended purpose without being succeeded reasonably promptly by a
post-effective amendment to such Registration Statement that cures such failure
and that is itself declared effective reasonably promptly (including as a result
of a prohibition against sales of Transfer Restricted Securities pursuant to
Section 4(c) hereof at any time for a period of time which shall exceed 30 days
in the aggregate during any 3-month period or 90 days in the aggregate during
any 365-day period) (each such event referred to in clauses (i) through (iv), a
"Registration Default"), then the Company hereby jointly and severally agrees to
pay to each Holder of Transfer Restricted Securities affected thereby liquidated
damages in an amount equal to 0.25% per annum in principal amount of Transfer
Restricted Securities held by such Holder for each week or portion thereof that
the Registration Default continues for the first 90-day period immediately
following the occurrence of such Registration Default. The amount of the
liquidated damages shall increase by 0.25% per annum in principal amount of
Transfer Restricted Securities with respect to each subsequent 90-day period
until all Registration Defaults have been cured, up to a maximum amount of
liquidated damages of 1.00% per annum in principal amount of Transfer Restricted
Securities; provided that the Company shall in no event be required to pay
liquidated damages for more than one Registration Default at any given time. If,
after the cure of all Registration Defaults then in effect, there is a
subsequent Registration Default, the rate of Additional Interest for such
subsequent Registration Default shall initially be 0.25%, regardless of the
Additional Interest rate in effect with respect to any prior Registration
Default at the time of the cure of such Registration Default. Notwithstanding
anything to the contrary set forth herein, (1) upon filing of the Exchange Offer
Registration Statement (and/or, if applicable, the Shelf Registration
Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange
Offer Registration Statement (and/or, if applicable, the Shelf Registration
Statement), in the case of (ii) above, (3) upon Consummation of the Exchange
Offer, in the case of (iii) above, or (4) upon the filing of a post-effective
amendment to the Registration Statement or an additional Registration Statement
that causes the Exchange Offer Registration Statement (and/or, if applicable,
the Shelf Registration Statement) to again be declared effective or made usable
in the case of (iv) above, the liquidated damages payable with respect to the
Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or
(iv), as applicable, shall cease.

All accrued liquidated damages shall be paid to the Holders entitled
thereto, in the manner provided for the payment of interest in the Senior
Subordinated Notes Indenture, on each Interest Payment Date, as more fully set
forth in the Senior Subordinated Notes Indenture and the Notes. Notwithstanding
the fact that any securities for which liquidated damages are due cease to be
Transfer Restricted Securities, all obligations of the Company to pay liquidated
damages with respect to securities shall survive until such time as such
obligations with respect to such securities shall have been satisfied in full.

SECTION 6. REGISTRATION PROCEDURES

(a)     Exchange Offer Registration Statement. In connection with the
Exchange Offer, the Company shall (x) comply with all applicable provisions of
Section 6(c) below, (y) use commercially reasonable efforts to effect such
exchange and to permit the resale of Series B Senior Subordinated Notes by
Broker-Dealers that tendered in the Exchange Offer Series A Senior Subordinated
Notes that such Broker-Dealer acquired for its own account as a result of its
market making activities or other trading 

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activities (other than Series A Senior Subordinated Notes acquired directly from
the Company or any of its Affiliates) being sold in accordance with the intended
method or methods of distribution thereof, and (z) comply with all of the
following provisions:

(i)     If, following the date hereof there has been announced a
change in Commission policy with respect to exchange offers such as the
Exchange Offer, that in the reasonable opinion of counsel to the Company
raises a substantial question as to whether the Exchange Offer is
permitted by applicable federal law, if and to the extent reasonable
under the circumstances, the Company hereby agrees to seek a no-action
letter or other favorable decision from the Commission allowing the
Company to Consummate an Exchange Offer for such Transfer Restricted
Securities. If and to the extent reasonable under the circumstances, the
Company hereby agrees to pursue the issuance of such a decision to the
Commission staff level.

(ii)    As a condition to its participation in the Exchange
Offer, each Holder of Transfer Restricted Securities (including, without
limitation, any Holder who is a Broker Dealer) shall furnish, upon the
request of the Company, prior to the Consummation of the Exchange Offer,
a written representation to the Company (which may be contained in the
letter of transmittal contemplated by the Exchange Offer Registration
Statement) to the effect that (A) it is not an Affiliate of the Company,
(B) it is not engaged in, and does not intend to engage in, and has no
arrangement or understanding with any Person to participate in, a
distribution of the Series B Senior Subordinated Notes to be issued in
the Exchange Offer and (C) it is acquiring the Series B Senior
Subordinated Notes in its ordinary course of business. As a condition to
its participation in the Exchange Offer each Holder that is a
Broker-Dealer using the Exchange Offer to participate in a distribution
of the Series B Senior Subordinated Notes shall acknowledge and agree
that, if the resales are of Series B Senior Subordinated Notes obtained
by such Holder in exchange for Series A Senior Subordinated Notes
acquired directly from the Company or an Affiliate thereof, it (1) could
not, under Commission policy as in effect on the date of this Agreement,
rely on the position of the Commission enunciated in Morgan Stanley and
Co., Inc. (available June 5, 1991) and Exxon Capital Holdings
Corporation (available May 13, 1988), as interpreted in the Commission's
letter to Shearman & Sterling dated July 2, 1993, and similar no-action
letters (including, if applicable, any no-action letter obtained
pursuant to clause (i) above), and (2) must comply with the registration
and prospectus delivery requirements of the Act in connection with a
secondary resale transaction and that such a secondary resale
transaction must be covered by an effective registration statement
containing the selling security holder information required by Item 507
or 508, as applicable, of Regulation S-K.

(iii)   Prior to effectiveness of the Exchange Offer
Registration Statement, the Company shall provide a supplemental letter
to the Commission (A) stating that the Company is registering the
Exchange Offer in reliance on the position of the Commission enunciated
in Exxon Capital Holdings Corporation (available May 13, 1988), Morgan
Stanley and Co., Inc. (available June 5, 1991) as interpreted in the
Commission's letter to Shearman & Sterling dated July 2, 1993, and, if
applicable, any no-action letter obtained pursuant to clause (i) above,
(B) including a representation that the Company has not entered into any
arrangement or understanding with any Person to distribute the Series B
Senior Subordinated Notes to be received in the Exchange Offer and that,
to the best of the Company's information and belief, each Holder
participating in the Exchange Offer is acquiring the Series B Senior
Subordinated Notes in its ordinary course of business and has no
arrangement or understanding with any Person to participate in the
distribution of the Series B Senior Subordinated Notes received in the

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Exchange Offer and (C) any other undertaking or representation required
by the Commission as set forth in any no-action letter obtained pursuant
to clause (i) above, if applicable.

(b)     Shelf Registration Statement. In connection with the Shelf
Registration Statement, the Company shall:

(i)     comply with all the provisions of Section 6(c) below and
use commercially reasonable efforts to effect such registration to
permit the sale of the Transfer Restricted Securities being sold in
accordance with the intended method or methods of distribution thereof
(as indicated in the information furnished to the Company pursuant to
Section 4(b) hereof), and pursuant thereto the Company will prepare and
file with the Commission a Registration Statement relating to the
registration on any appropriate form under the Act, which form shall be
available for the sale of the Transfer Restricted Securities in
accordance with the intended method or methods of distribution thereof
within the time periods and otherwise in accordance with the provisions
hereof, and

(ii)    issue, upon the request of any Holder or purchaser of
Series A Senior Subordinated Notes covered by any Shelf Registration
Statement contemplated by this Agreement, Series B Senior Subordinated
Notes having an aggregate principal amount equal to the aggregate
principal amount of Series A Senior Subordinated Notes sold pursuant to
the Shelf Registration Statement and surrendered to the Company for
cancellation; the Company shall register Series B Senior Subordinated
Notes on the Shelf Registration Statement for this purpose and issue the
Series B Senior Subordinated Notes to the purchaser(s) of securities
subject to the Shelf Registration Statement in the names as such
purchaser(s) shall designate.

(c)     General Provisions. In connection with any Registration
Statement and any related Prospectus required by this Agreement, the Company
shall:

(i)     use commercially reasonable efforts to keep such
Registration Statement continuously effective and provide all requisite
financial statements for the period specified in Section 3 or 4 of this
Agreement, as applicable. Upon the occurrence of any event subject to
Section 4(c) above that would cause any such Registration Statement or
the Prospectus contained therein (A) to contain an untrue statement of
material fact or omit to state any material fact necessary to make the
statements therein not misleading or (B) not to be effective and usable
for resale of Transfer Restricted Securities during the period required
by this Agreement, the Company shall file promptly an appropriate
amendment to such Registration Statement curing such defect, and, if
Commission review is required, use commercially reasonable efforts to
cause such amendment to be declared effective as soon as practicable.

(ii)    subject to Section 4(c) above, prepare and file with the
Commission such amendments and post-effective amendments to the
applicable Registration Statement as may be necessary to keep such
Registration Statement effective for the applicable period set forth in
Section 3 or 4 hereof, as the case may be; cause the Prospectus to be
supplemented by any required Prospectus supplement, and as so
supplemented to be filed pursuant to Rule 424 under the Act, and to
comply fully with Rules 424, 430A and 462, as applicable, under the Act
in a timely manner; and comply with the provisions of the Act with
respect to the disposition of all securities covered by such
Registration Statement during the applicable period in accordance with
the intended method or methods of distribution by the sellers thereof
set forth in such Registration Statement or supplement to the
Prospectus;

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(iii)   advise each Holder that is a Broker-Dealer and each
Initial Purchaser who is required to deliver a prospectus in connection
with sales or market making activities (an "Affiliated Market Maker") to
the extent the Company is aware of the same, promptly and, if requested
by such Person, confirm such advice in writing, (A) when the Prospectus
or any Prospectus supplement or post-effective amendment has been filed,
and, with respect to any applicable Registration Statement or any
post-effective amendment thereto, when the same has become effective,
(B) of any request by the Commission for amendments to the Registration
Statement or amendments or supplements to the Prospectus or for
additional information relating thereto, (C) of the issuance by the
Commission of any stop order suspending the effectiveness of the
Registration Statement under the Act or of the suspension by any state
securities commission of the qualification of the Transfer Restricted
Securities for offering or sale in any jurisdiction, or the initiation
of any proceeding for any of the preceding purposes, (D) of the
existence of any fact or the happening of any event that makes any
statement of a material fact made in the Registration Statement, the
Prospectus, any amendment or supplement thereto or any document
incorporated by reference therein untrue, or that requires the making of
any additions to or changes in the Registration Statement in order to
make the statements therein not misleading, or that requires the making
of any additions to or changes in the Prospectus in order to make the
statements therein, in the light of the circumstances under which they
were made, not misleading. If at any time the Commission shall issue any
stop order suspending the effectiveness of the Registration Statement,
or any state securities commission or other regulatory authority shall
issue an order suspending the qualification or exemption from
qualification of the Transfer Restricted Securities under state
securities or Blue Sky laws, the Company shall use commercially
reasonable efforts to obtain the withdrawal or lifting of such order at
the earliest possible time;

(iv)    subject to Section 6(c)(i), if any fact or event
contemplated by Section 6(c)(iii)(D) above shall exist or have occurred,
prepare a supplement or post-effective amendment to the Registration
Statement or related Prospectus or any document incorporated therein by
reference or file any other required document so that, as thereafter
delivered to the purchasers of Transfer Restricted Securities, the
Prospectus will not contain an untrue statement of a material fact or
omit to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made,
not misleading;

(v)     upon request, furnish to each Holder and each Affiliated
Market Maker in connection with such exchange or sale, if any, before
filing with the Commission, copies of any Registration Statement or any
Prospectus included therein or any amendments or supplements to any such
Registration Statement or Prospectus, which documents will be subject to
the review and comment of such Persons in connection with such sale, if
any, for a period of at least five Business Days, and the Company will
not file any such Registration Statement or Prospectus or any amendment
or supplement to any such Registration Statement or Prospectus to which
such Persons shall reasonably object within five Business Days after the
receipt thereof;

(vi)    make available, at reasonable times, for inspection by
each Holder and each Affiliated Market Maker and any attorney or
accountant retained by such Persons, all financial and other records,
pertinent corporate documents of the Company and cause the Company's
officers, directors and employees to supply all information reasonably
requested by any such Persons, attorney or accountant in connection with
such Registration Statement or any post-effective amendment thereto
subsequent to the filing thereof and prior to its effectiveness;

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(vii)   if requested by any Holders in connection with such
exchange or sale or any Affiliated Market Maker, promptly include in any
Registration Statement or Prospectus, pursuant to a supplement or
post-effective amendment if necessary, such information as such Persons
may reasonably request to have included therein relating to the "Plan of
Distribution" of the Transfer Restricted Securities and the use of the
Registration Statement or Prospectus for market making activities; and
make all required filings of such Prospectus supplement or
post-effective amendment as soon as practicable after the Company is
notified of the matters to be included in such Prospectus supplement or
post-effective amendment;

(viii)  upon the request furnish to such Holder in connection
with such exchange or sale and each Affiliated Market Maker, without
charge, at least one copy of the Registration Statement, as first filed
with the Commission, and of each amendment thereto, including all
documents incorporated by reference therein and all exhibits (including
exhibits incorporated therein by reference);

(ix)    deliver to each Holder and each Affiliated Market Maker
without charge, as many copies of the Prospectus (including each
preliminary prospectus) and any amendment or supplement thereto as such
Persons reasonably may request; the Company hereby consents to the use
(in accordance with law) of the Prospectus and any amendment or
supplement thereto by each selling Person in connection with the
offering and the sale of the Transfer Restricted Securities covered by
the Prospectus or any amendment or supplement thereto and all market
making activities of such Affiliated Market Maker, as the case may be;

(x)     upon the request of any Holder who is a Broker-Dealer or
any Affiliated Market Maker, make representations and warranties as
reasonably requested and take all such other actions as reasonably
requested in connection therewith in order to expedite or facilitate the
disposition of the Transfer Restricted Securities pursuant to any
applicable Registration Statement contemplated by this Agreement as may
be reasonably requested by any such Holder or Affiliated Market Maker in
connection with any sale or resale pursuant to any applicable
Registration Statement. In connection with the exchange or disposition
of Transfer Restricted Securities pursuant to a Registration Statement,
the Company shall:

(A)     upon request of any Holder, furnish (or in the
case of paragraphs (2) and (3), use commercially reasonable
efforts to cause to be furnished) to each Person, upon
Consummation of the Exchange Offer or upon the effectiveness of
the Shelf Registration Statement, as the case may be:

(1)     a certificate, dated such date, signed
on behalf of the Company by (x) the President or any
Vice President and (y) a principal financial or
accounting officer of the Company, confirming, as of the
date thereof, the matters set forth in Sections
6(n)(iii) and (iv), 6(o) and 6(q) of the Purchase
Agreement and such other similar matters as such Person
may reasonably request;

(2)     an opinion, dated the date of
Consummation of the Exchange Offer or the date of
effectiveness of the Shelf Registration Statement, as
the case may be, of counsel for the Company covering
matters similar to those set forth in paragraph (x) of
Section 6(d) of the Purchase Agreement, and in any event
including a statement to the effect that such counsel
has participated in conferences with officers and other
representatives of the Company, representatives of the
independent certified public accountants of the Company

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at which the contents of the applicable Registration
Statement were discussed and, although such counsel is
not passing upon and assumes no responsibility for, the
accuracy, completeness or fairness of the statements
contained in the applicable Registration Statement
(except as indicated above), on the basis of the
foregoing, no facts came to such counsel's attention
which led such counsel to believe that the applicable
Registration Statement, at the time such Registration
Statement or any post-effective amendment thereto became
effective and, in the case of the Exchange Offer
Registration Statement, as of the date of Consummation
of the Exchange Offer, contained an untrue statement of
a material fact or omitted to state a material fact
necessary to make the statements therein, in the light
of the circumstances under which they were made, not
misleading, or that the Prospectus contained in such
Registration Statement as of its date and, in the case
of the opinion dated the date of Consummation of the
Exchange Offer, as of the date of Consummation,
contained an untrue statement of a material fact or
omitted to state a material fact necessary in order to
make the statements therein, in the light of the
circumstances under which they were made, not
misleading. Without limiting the foregoing, such counsel
may state further that such counsel assumes no
responsibility for, and has not independently verified,
the accuracy, completeness or fairness of the financial
statements and schedules and other financial data
included in any Registration Statement contemplated by
this Agreement or the related Prospectus; and

(3)     a customary comfort letter, dated the
date of Consummation of the Exchange Offer, or as of the
date of effectiveness of the Shelf Registration
Statement, as the case may be, from the Company's
independent accountants, in the customary form and
covering matters of the type customarily covered in
comfort letters to underwriters in connection with
underwritten offerings, and affirming the matters set
forth in the comfort letters delivered pursuant to
Sections 6(j) and (k) of the Purchase Agreement; and

(B)     deliver such other documents and certificates as
may be reasonably requested by the selling Holders to evidence
compliance with the matters covered in clause (A) above and with
any customary conditions contained in the any agreement entered
into by the Company pursuant to this clause (xi);

(xi)    prior to any public offering of Transfer Restricted
Securities, cooperate with the selling Holders and their counsel in
connection with the registration and qualification of the Transfer
Restricted Securities under the securities or Blue Sky laws of such
jurisdictions as the selling Holders may request and do any and all
other acts or things necessary or advisable to enable the disposition in
such jurisdictions of the Transfer Restricted Securities covered by the
applicable Registration Statement; provided, however, that the Company
shall not be required to register or qualify as a foreign corporation
where it is not now so qualified or to take any action that would
subject it to the service of process in suits or to taxation, other than
as to matters and transactions relating to the Registration Statement,
in any jurisdiction where it is not now so subject;

(xii)   in connection with any sale of Transfer Restricted
Securities that will result in such securities no longer being Transfer
Restricted Securities, cooperate with the Holders to facilitate the
timely preparation and delivery of certificates representing Transfer
Restricted Securities to be sold and not bearing any restrictive
legends; and to register such Transfer 

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Restricted Securities in such denominations and such names as the
selling Holders may request at least two Business Days prior to such
sale of Transfer Restricted Securities;

(xiii)  provide a CUSIP number for all Transfer Restricted
Securities not later than the effective date of a Registration Statement
covering such Transfer Restricted Securities and provide the Trustee
under the Senior Subordinated Notes Indenture with printed certificates
for the Transfer Restricted Securities which are in a form eligible for
deposit with the Depository Trust Company;

(xiv)   otherwise use commercially reasonable efforts to comply
with all applicable rules and regulations of the Commission, and make
generally available to its security holders with regard to any
applicable Registration Statement, as soon as practicable, a
consolidated earnings statement meeting the requirements of Rule 158
(which need not be audited) covering a twelve-month period beginning
after the effective date of the Registration Statement (as such term is
defined in paragraph (c) of Rule 158 under the Act);

(xv)    cause the Senior Subordinated Notes Indenture to be
qualified under the TIA not later than the effective date of the first
Registration Statement required by this Agreement and, in connection
therewith, cooperate with the Trustee and the Holders to effect such
changes to the Senior Subordinated Notes Indenture as may be required
for such Senior Subordinated Notes Indenture to be so qualified in
accordance with the terms of the TIA; and execute and use commercially
reasonable efforts to cause the Trustee to execute, all documents that
may be required to effect such changes and all other forms and documents
required to be filed with the Commission to enable such Senior
Subordinated Notes Indenture to be so qualified in a timely manner; and

(xvi)   provide promptly to each Holder and Affiliated Market
Maker, upon request, each document filed with the Commission pursuant to
the requirements of Section 13 or Section 15(d) of the Exchange Act.

(d)     Restrictions on Holders. Each Holder agrees by acquisition of a
Transfer Restricted Security and each Affiliated Market Maker agrees that, upon
receipt of the notice referred to in Section 4(c) or 6(c)(iii)(C) or any notice
from the Company of the existence of any fact of the kind described in Section
6(c)(iii)(D) hereof (in each case, a "Suspension Notice"), such Person will
forthwith discontinue disposition of Transfer Restricted Securities pursuant to
the applicable Registration Statement until (i)(A) such Person has received
copies of the supplemented or amended Prospectus contemplated by Section
6(c)(iv) hereof, or (B) such Person is advised in writing by the Company that
the use of the Prospectus may be resumed, and has received copies of any
additional or supplemental filings that are incorporated by reference in the
Prospectus (in each case, the "Recommencement Date"). Each Person receiving a
Suspension Notice hereby agrees that it will either (ii)(A) destroy any
Prospectuses, other than permanent file copies, then in such Person's possession
which have been replaced by the Company with more recently dated Prospectuses or
(B) deliver to the Company (at the Company's expense) all copies, other than
permanent file copies, then in such Person's possession of the Prospectus
covering such Transfer Restricted Securities that was current at the time of
receipt of the Suspension Notice. The time period regarding the effectiveness of
such Registration Statement set forth in Section 3 or 4 hereof, as applicable,
shall be extended by a number of days equal to the number of days in the period
from and including the date of delivery of the Suspension Notice to the date of
delivery of the Recommencement Date.

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SECTION 7. REGISTRATION EXPENSES

(a)     All expenses incident to the Company's performance of or
compliance with this Agreement will be borne by the Company, regardless of
whether a Registration Statement becomes effective, including without
limitation: (i) all registration and filing fees and expenses; (ii) all fees and
expenses of compliance with federal securities and state Blue Sky or securities
laws; (iii) all expenses of printing (including printing certificates for the
Series B Senior Subordinated Notes to be issued in the Exchange Offer and
printing of Prospectuses whether for exchanges, sales, market making or
otherwise), messenger and delivery services and telephone; (iv) all fees and
disbursements of counsel for the Company and the Holders of Transfer Restricted
Securities; (v) all application and filing fees in connection with listing the
Series B Senior Subordinated Notes on a national securities exchange or
automated quotation system pursuant to the requirements hereof; and (vi) all
fees and disbursements of independent certified public accountants of the
Company (including the expenses of any special audit and comfort letters
required by or incident to such performance).

The Company will, in any event, bear its internal expenses (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expenses of any annual audit and the
fees and expenses of any Person, including special experts, retained by the
Company.

(b)     In connection with any Registration Statement required by this
Agreement (including, without limitation, the Exchange Offer Registration
Statement and the Shelf Registration Statement), the Company will reimburse the
Initial Purchasers and the Holders of Transfer Restricted Securities who are
tendering Series A Senior Subordinated Notes into in the Exchange Offer and/or
selling or reselling Series A Senior Subordinated Notes or Series B Senior
Subordinated Notes pursuant to the "Plan of Distribution" contained in the
Exchange Offer Registration Statement or the Shelf Registration Statement, as
applicable, for the reasonable fees and disbursements of not more than one
counsel, who shall be Latham & Watkins, unless another firm shall be chosen by
the Holders of a majority in principal amount of the Transfer Restricted
Securities for whose benefit such Registration Statement is being prepared.

SECTION 8. INDEMNIFICATION

(a)     The Company agrees to indemnify and hold harmless each Holder,
its directors, officers, employees, representatives and agents and each Person,
if any, who controls such Holder (within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act) (collectively, the "Holder Indemnified Parties")
against any loss, claim, damage or liability, joint or several, or any action in
respect thereof, to which that Holder Indemnified Party may become subject,
under the Securities Act or otherwise, insofar as such loss, claim, damage or
liability or action arises out of or is based upon (i) any untrue statement or
alleged untrue statement of a material fact contained in any Registration
Statement, preliminary prospectus or Prospectus (or any amendment or supplement
thereto) provided by the Company to any Holder or any prospective purchaser of
Series B Senior Subordinated Notes or registered Series A Senior Subordinated
Notes, or (ii) the omission or alleged omission to state therein (or in any
amendment or supplement thereto) a material fact required to be stated therein
or necessary to make the statements therein not misleading and shall reimburse
each Holder Indemnified Party promptly upon demand for any legal or other
expenses reasonably incurred by that Holder Indemnified Party in connection with
investigating or preparing to defend or defending against or appearing as a
third party witness in connection with any such loss, claim, damage, liability
or action as such expenses are incurred; provided, however, that the Company
shall not be liable in any such case to the extent that any such loss, claim,
damage, liability or action arises out of or is based upon (i) any untrue
statement 

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or alleged untrue statement in or (ii) omission or alleged omission
from any Registration Statement, preliminary prospectus or Prospectus (or any
amendment or supplement thereto) provided by the Company to any Holder or any
prospective purchaser of Series B Senior Subordinated Notes or registered Series
A Senior Subordinated Notes in reliance upon and in conformity with written
information furnished to the Company by and of the Holders specifically for use
therein. This indemnity agreement is not exclusive and will be in addition to
any liability which the Company might otherwise have and shall not limit any
rights or remedies which may otherwise be available at law or in equity to each
Holder Indemnified Party.

(b)     Each Holder of Transfer Restricted agrees, severally and not
jointly, shall indemnify and hold harmless the Company, its officers, employees,
representatives, agents, directors and each person, if any, who controls (within
the meaning of Section 15 of the Act or Section 20 of the Exchange Act) the
Company (collectively the "Company Indemnified Parties" and each a "Company
Indemnified Party") against any loss, claim, damage or liability, joint or
several, or any action in respect thereof, to which the Company Indemnified
Parties may become subject, under the Act or otherwise, insofar as such loss,
claim, damage, liability or action arises out of or is based upon (i) any untrue
statement or alleged untrue statement of a material fact contained in any
Registration Statement, preliminary prospectus or Prospectus (or any amendment
or supplement thereto) provided by the Company to any Holder or any prospective
purchaser of Series B Senior Subordinated Notes or registered Series A Senior
Subordinated Notes, or (ii) the omission or alleged omission to state therein
(or in any amendment or supplement thereto) a material fact required to be
stated therein or necessary to make the statements therein not misleading, but
in each case only to the extent that the untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company by such Holder
specifically for use therein, and shall reimburse the Company Indemnified
Parties for any legal or other expenses reasonably incurred by such parties in
connection with investigating or preparing to defend or defending against or
appearing as third party witness in connection with any such loss, claim,
damage, liability or action as such expenses are incurred. In no event shall any
Holder, its directors, officers, employees, representatives and agents or any
Person who controls such Holder be liable or responsible for any amount in
excess of the amount by which the total amount received by such Holder with
respect to its sale of Transfer Restricted Securities pursuant to a Registration
Statement exceeds (i) the amount paid by such Holder for such Transfer
Restricted Securities and (ii) the amount of any damages that such Holder, its
directors, officers or any Person who controls such Holder has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission.

(c)     Promptly after receipt by an indemnified party under this
Section 8 of notice of any claim or the commencement of any action, the
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party under this Section 8, notify the indemnifying party in
writing of the claim or the commencement of that action; provided, however, that
the failure to notify the indemnifying party shall not relieve it from any
liability which it may have under this Section 8 except to the extent it has
been materially prejudiced by such failure; and, provided, further, that the
failure to notify the indemnifying party shall not relieve it from any liability
which it may have to an indemnified party otherwise than under this Section 8.
If any such claim or action shall be brought against an indemnified party, and
it shall notify the indemnifying party thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it wishes, jointly with
any other similarly notified indemnifying party, to assume the defense thereof
with counsel reasonably satisfactory to the indemnified party. After notice from
the indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable to
the indemnified party under this Section 8 for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than reasonable costs of investigation; provided, however, that
any indemnified 

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party shall have the right to employ separate counsel in any such action and to
participate in the defense thereof but the fees and expenses of such counsel
shall be at the expense of such indemnified party unless (i) the employment
thereof has been specifically authorized by the indemnifying party in writing,
(ii) such indemnified party shall have been advised by such counsel that there
may be one or more legal defenses available to it which are different from or
additional to those available to the indemnifying party and in the reasonable
judgment of such counsel it is advisable for such indemnified party to employ
separate counsel or (iii) the indemnifying party has failed to assume the
defense of such action and employ counsel reasonably satisfactory to the
indemnified party, in which case, if such indemnified party notifies the
indemnifying party in writing that it elects to employ separate counsel at the
expense of the indemnifying party, the indemnifying party shall not have the
right to assume the defense of such action on behalf of such indemnified party,
it being understood, however, that the indemnifying party shall not, in
connection with any one such action or separate but substantially similar or
related actions 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 firm of attorneys at any time for all such indemnified
parties, which firm shall be designated in writing by a majority of the Holders,
if the indemnified parties under this Section 8 consist of any Holder
Indemnified Parties, or by the Company if the indemnified parties under this
Section 8 consist of any Company Indemnified Parties. Each indemnified party, as
a condition of the indemnity agreements contained in Sections 8(a) and (b),
shall use all reasonable efforts to cooperate with the indemnifying party in the
defense of any such action or claim. No indemnifying party shall be liable for
any settlement of any such action effected without its written consent (which
consent shall not be unreasonably withheld), but if settled with its written
consent or if there be a final judgment for the plaintiff in any such action,
the indemnifying party agrees to indemnify and hold harmless any indemnified
party from and against any loss or liability by reason of such settlement or
judgment.

(d)     If the indemnification provided for in this Section 8 is
unavailable or insufficient to hold harmless an indemnified party under Section
8(a) or 8(b), then each indemnifying party shall, in lieu of indemnifying such
indemnified party, contribute to the amount paid or payable by such indemnified
party as a result of such loss, claim, damage or liability, or action in respect
thereof, (i)(A) in such proportion as shall be appropriate to reflect the
relative benefits received by the Company, on the one hand, and the Holders, on
the other, on their sale of Transfer Restricted Securities, or (B) if the
allocation provided by clause (i)(A) above is not permitted by applicable law,
in such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i)(A) above but also the relative fault of the Company,
on the one hand, and of the Holder, on the other, with respect to the statements
or omissions which resulted in such loss, claim, damage or liability, or action
in respect thereof, as well as any other relevant equitable considerations. The
relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the
Company on the one hand or the Holder on the other, the intent of the parties
and their relative knowledge, access to information and opportunity to correct
or prevent such untrue statement or omission. The Company and the Initial
Purchasers agree that it would not be just and equitable if contributions
pursuant to this Section 8(d) were to be determined by pro rata allocation (even
if the Holders were treated as one entity for such purpose) or by any other
method of allocation which does not take into account the equitable
considerations referred to herein. The amount paid or payable by an indemnified
party as a result of the loss, claim, damage or liability, or action in respect
thereof, referred to above in this Section 8(d) shall be deemed to include, for
purposes of this Section 8(d), any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Section 8(d), (ii)(A) no
Holder, its directors, officers, representatives or agents or any Person, if
any, who controls such Holder shall be required to contribute any amount in
excess of the amount by which the total received by such Holder with respect to
the sale of Transfer Restricted Securities pursuant to a Registration Statement
exceeds (x) the amount paid by 

16

17

such Holder for such Transfer Restricted Securities and (y) the amount of any
damages which such Holder has otherwise paid or become liable to pay by reason
of any untrue or alleged untrue statement or omission or alleged omission, and
(B) any amount the Company would otherwise be required to contribute shall be
reduced by the amount the Company has otherwise paid or become liable to pay by
reason of any untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. The Holders'
obligations to contribute pursuant to this Section 8(d) are several in
proportion to the respective principal amount of Transfer Restricted Securities
held by each Holder hereunder and not joint.

(e)     The Company agrees that the indemnity and contribution
provisions of this Section 8 shall apply to Affiliated Market Makers to the same
extent, on the same conditions, as it applies to Holders.

SECTION 9. RULE 144A AND RULE 144

The Company agrees with each Holder, for so long as any Transfer
Restricted Securities remain outstanding and during any period in which the
Company (i) is not subject to Section 13 or 15(d) of the Exchange Act, to make
available, upon request of any Holder, to such Holder or beneficial owner of
Transfer Restricted Securities in connection with any sale thereof and any
prospective purchaser of such Transfer Restricted Securities designated by such
Holder or beneficial owner, the information required by Rule 144A(d)(4) under
the Act in order to permit resales of such Transfer Restricted Securities
pursuant to Rule 144A, and (ii) is subject to Section 13 or 15 (d) of the
Exchange Act, to make all filings required thereby in a timely manner in order
to permit resales of such Transfer Restricted Securities pursuant to Rule 144.

SECTION 10. MISCELLANEOUS

(a)     Remedies. The Company acknowledges and agrees that any failure
by the Company to comply with its obligations under Sections 3 and 4 hereof may
result in material irreparable injury to the Initial Purchasers or the Holders
or Affiliated Market Makers for which there is no adequate remedy at law, that
it will not be possible to measure damages for such injuries precisely and that,
in the event of any such failure, the Initial Purchasers or any Holders or
Affiliated Market Makers may obtain such relief as may be required to
specifically enforce the Company's obligations under Sections 3 and 4 hereof.
The Company further agrees to waive the defense in any action for specific
performance that a remedy at law would be adequate.

(b)     No Inconsistent Agreements. The Company will not, on or after
the date of this Agreement, enter into any agreement with respect to its
securities that is inconsistent with the rights granted to the Holders in this
Agreement or otherwise conflicts with the provisions hereof. The rights granted
to the Holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of the Company's securities
under any agreement in effect on the date hereof.

(c)     Amendments and Waivers. The provisions of this Agreement may not
be amended, modified or supplemented, and waivers or consents to or departures
from the provisions hereof may not be given unless (i) in the case of Section 5
hereof and this Section 10(c)(i), the Company has obtained the written consent
of Holders of all outstanding Transfer Restricted Securities and (ii) in the
case of all other provisions hereof, the Company has obtained the written
consent of Holders of a majority of the outstanding principal amount of Transfer
Restricted Securities (excluding Transfer Restricted Securities held by the
Company or its Affiliates). Notwithstanding the foregoing, a waiver or consent
to departure from the provisions hereof that relates exclusively to the rights
of Holders whose Transfer Restricted Securities are being tendered pursuant to
the Exchange Offer, and that does not affect directly or 

17

18

indirectly the rights of other Holders whose Transfer Restricted Securities are
not being tendered pursuant to such Exchange Offer, may be given by the Holders
of a majority of the outstanding principal amount of Transfer Restricted
Securities subject to such Exchange Offer.

(d)     Third Party Beneficiary. The Holders and Affiliated Market
Makers shall be third party beneficiaries to the agreements made hereunder
between the Company, on the one hand, and the Initial Purchasers, on the other
hand, and shall have the right to enforce such agreements directly to the extent
they may deem such enforcement necessary or advisable to protect its rights or
the rights of Holders and Affiliated Market Makers hereunder.

(e)     Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telex, telecopier, or air
courier guaranteeing overnight delivery:

(i)     if to a Holder, at the address set forth on the records
of the Registrar under the Senior Subordinated Notes Indenture, with a
copy to the Registrar under the Senior Subordinated Notes Indenture; and

(ii)    if to the Company:

Amkor Technology, Inc.
1345 Enterprise Drive
West Chester, Pennsylvania 19380
Telecopier No.: 610-431-3990
Attention: General Counsel

With a copy to:

Wilson, Sonsini, Goodrich & Rosati
650 Page Mill Road
Palo Alto, CA  94304
Telecopier No.: (650) 493-6811
Attention: Larry Sonsini, Esq.

All such notices and communications 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 receipt
acknowledged, if telecopied; and on the next Business Day, if timely delivered
to an air courier guaranteeing overnight delivery.

Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee at the
address specified in the Senior Subordinated Notes Indenture.

Upon the date of filing of the Exchange Offer or a Shelf Registration
Statement, as the case may be, notice shall be delivered to SG Cowen Securities
Corporation, on behalf of the Initial Purchasers (in the form attached hereto as
Exhibit A) and shall be addressed to: Attention: William Frauen, SG Securities
Corporation, Attention: High Yield Syndicate, 1221 Avenue of the Americas, 13th
Floor, New York, New York 10020.

(f)     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 limitation and without the need for an 

18

19

express assignment, subsequent Holders; provided, that nothing herein shall be
deemed to permit any assignment, transfer or other disposition of Transfer
Restricted Securities in violation of the terms hereof or of the Purchase
Agreement or the Senior Subordinated Notes Indenture. If any transferee of any
Holder shall acquire Transfer Restricted Securities in any manner, whether by
operation of law or otherwise, such Transfer Restricted Securities shall be held
subject to all of the terms of this Agreement, and by taking and holding such
Transfer Restricted Securities such Person shall be conclusively deemed to have
agreed to be bound by and to perform all of the terms and provisions of this
Agreement, including the restrictions on resale set forth in this Agreement and,
if applicable, the Purchase Agreement, and such Person shall be entitled to
receive the benefits hereof.

(g)     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.

(h)     Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

(i)     Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICT OF LAW RULES THEREOF.

(j)     Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.

(k)     Entire Agreement. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted with respect to the Transfer
Restricted Securities. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.

19

20

SIGNATURE PAGE TO SENIOR SUBORDINATED NOTES REGISTRATION RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

AMKOR TECHNOLOGY, INC.

By: /s/
-------------------------------------
Name:
Title:

SIGNATURE PAGE TO SENIOR SUBORDINATED NOTES REGISTRATION RIGHTS AGREEMENT

21

SG COWEN SECURITIES CORPORATION

By: /s/
--------------------------------
Name:
Title:

SALOMON SMITH BARNEY INC.

By: /s/
--------------------------------
Name:
Title:

BT ALEX. BROWN INCORPORATED

By: /s/
--------------------------------
Name:
Title:

NATIONSBANC MONTGOMERY SECURITIES LLC

By: /s/
--------------------------------
Name:
Title:

BANCBOSTON ROBERTSON STEPHENS INC.

By: /s/
--------------------------------
Name:
Title:

PRUDENTIAL SECURITIES INCORPORATED

By: /s/
--------------------------------
Name:
Title:

SIGNATURE PAGE TO SENIOR SUBORDINATED NOTES REGISTRATION RIGHTS AGREEMENT

22

EXHIBIT A

NOTICE OF FILING OF
A/B EXCHANGE OFFER REGISTRATION STATEMENT

To:      SG Securities Corporation
Attention:  High Yield Syndicate
1221 Avenue of the Americas, 13th Floor
New York, New York 10020
Attention:  William Frauen
Fax: 212-278-5076

From:    Amkor Technology, Inc.
10 1/2% Senior Subordinated Notes due 2009

Date:   ______________

For your information only (NO ACTION REQUIRED):

Today, ______, ____, we filed [an A/B Exchange Registration Statement/a
Shelf Registration Statement] with the Securities and Exchange Commission. We
currently expect this registration statement to be declared effective within __
business days of the date hereof.

<ARTICLE> 5
<MULTIPLIER> 1,000

<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-START>                             JAN-01-1999
<PERIOD-END>                               MAR-31-1999
<CASH>                                         164,381
<SECURITIES>                                    53,475
<RECEIVABLES>                                  126,706
<ALLOWANCES>                                     5,952
<INVENTORY>                                     84,080
<CURRENT-ASSETS>                               450,503
<PP                                         767,947
<DEPRECIATION>                                 341,842
<TOTAL-ASSETS>                                 991,682
<CURRENT-LIABILITIES>                          250,246
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                           118
<OTHER-SE>                                     509,062
<TOTAL-LIABILITY-AND-EQUITY>                   991,682
<SALES>                                        419,957
<TOTAL-REVENUES>                               419,957
<CGS>                                          357,382
<TOTAL-COSTS>                                  389,709
<OTHER-EXPENSES>                                 3,563
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               1,635
<INCOME-PRETAX>                                 26,655
<INCOME-TAX>                                     7,730
<INCOME-CONTINUING>                             18,925
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    18,925
<EPS-PRIMARY>                                     0.16
<EPS-DILUTED>                                     0.16