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                                                                     EXHIBIT 2.2


                                                                [EXECUTION COPY]


                                    AMENDMENT

                                       TO

                            ASSET PURCHASE AGREEMENT


                                 BY AND BETWEEN


                             AMKOR TECHNOLOGY, INC.


                                  as Purchaser


                                       AND


                            ANAM SEMICONDUCTOR, INC.


                                    as Seller






                             Dated as of May 6, 1999




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                      AMENDMENT TO ASSET PURCHASE AGREEMENT


        This is AMENDMENT TO ASSET PURCHASE AGREEMENT (the "Amendment"), dated
May 6, 1999 by and between Amkor Technology, Inc., a corporation organized under
the laws of the State of Delaware of the United States, ("Amkor" or "Purchaser")
and Anam Semiconductor, Inc., a corporation organized under the laws of the
Republic of Korea ("Seller"). Purchaser and Seller shall sometimes each be
referred to as a Party and collectively as the Parties.

                                    RECITALS:

WHEREAS, Seller and Purchaser entered into an Asset Purchase Agreement dated
December 30, 1998 (the "Original Agreement") under which Seller agreed to sell
and Purchaser agreed to purchase the semiconductor packaging and test operations
generally known as K4 located at Advanced Science & Industrial Complex, 2 block,
Daechon-dong, Buk-gu, City of Kwangju 500-470 the Republic of Korea
("Business");

WHEREAS, it is Seller's intention that it will use the proceeds from the sale of
K4, upon Closing, primarily for the repayment of its debt to its Korean
creditors, including certain banks and other forms of financial institutions in
Korea (the "Workout Banks"); and

WHEREAS, both Parties desires to make changes to certain sections of the
Original Agreement by entering in an amendment in accordance with Section 5.7 of
the Original Agreement.

NOW THEREFORE, in consideration of the mutual agreements, covenants,
representations and warranties contained herein, and in reliance thereon,
Purchaser and Seller hereby agree as follows:

                                  DEFINITIONS:

        Unless specifically defined otherwise herein, the terms defined herein
shall have the same meanings as they were used in the Original Agreement.

                        AMENDMENTS OF CERTAIN DEFINITIONS

        The definition of "IP Licensing Agreements" in the Original Agreement
(on page 4 of the Original Agreement) is hereby deleted and the following shall
be substituted therefor:



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        "IP Assignment and Licensing Agreements" have the meaning as described
in the paragraph immediately following Section 1.1(h) of this Amendment.

        The definition of "Base Rate" in the Original Agreement (on page 2 of
the Original Agreement) is hereby deleted.

        1.1.   Amendment of Section 1.1. "Sale and Purchase of Assets" of the
               Original Agreement.

        The paragraph immediately following Section 1.1(h) of the Original
Agreement (on page 9 of the Original Agreement) is hereby deleted and the
following shall be substituted therefor:

        "The Parties agree that certain Intellectual Properties (including
        Licensed Intellectual Property) which are identified in Schedule 2.16 as
        the Assigned Intellectual Property shall be assigned to Purchaser
        hereunder, while the Intellectual Properties which are identified in
        Schedule 2.16 as the Licensed Intellectual Properties shall be licensed
        to Purchaser rather than being assigned to Purchaser. With respect to
        the Assigned Intellectual Properties, to the extent legally and/or
        contractually permissible, Seller shall sell, transfer, convey and
        assign to Purchaser, free and clear of all Liens of every kind, nature
        and description, all right, title and interest of Seller in and to such
        Intellectual Properties. Immediately after the assignment of the
        Assigned Intellectual Properties, however, Purchaser shall grant to
        Seller, an irrevocable, worldwide, non-exclusive, perpetual, paid-up,
        royalty-free and transferable (and sub-licensable) license (or
        sub-license) to utilize such Assigned Intellectual Properties (including
        the Licensed Intellectual Property), after obtaining any and all
        consents necessary therefor for Seller to be able to operate the other
        businesses of Seller substantially in the manner as such businesses were
        operated by Seller. With respect to the Licensed Intellectual
        Properties, to the extent legally and/or contractually permissible,
        Seller hereby shall grant to Purchaser and its Affiliates, effective at
        the Closing Date, an irrevocable, worldwide, non-exclusive, perpetual,
        paid-up, royalty-free and transferable (and sub-licensable) license (or
        sub-license) to utilize such Intellectual Properties (including the
        Licensed Intellectual Property) which Seller has rights to use as of the
        Closing Date, after obtaining any and all consents necessary therefor
        for Purchaser to be able to operate the Business substantially in the
        manner as such Business was operated by Seller. For this purpose,
        Purchaser shall enter into one or more assignment and licensing
        agreements (the "IP Assignment and


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        Licensing Agreements") with the holders of relevant Intellectual
        Properties, including Seller itself, prior to the Closing. All costs, if
        any, shall be payable by Seller to any third parties in connection with
        the transfer, licenses or sub-licenses for the benefit of Purchaser
        pursuant to this Agreement."

        1.3.   Amendment of Section 1.3. "Purchase Price" of the Original
               Agreement2Amendment of Section 1.3. "Purchase Price" of the
               Original Agreement.

        (a) Section 1.3(a) of the Original Agreement (on page 11 of the
Original Agreement) is hereby deleted and the following shall be substituted
therefor:

        "The total aggregate purchase price for the Purchased Assets exclusive
        of VAT shall be US$575,000,000 (the "Purchase Price") plus the Assumed
        Liabilities."

        (b) Section 1.3(b) of the Original Agreement (on page 11 of the
Original Agreement) is hereby deleted.

        (c) Immediately following the first paragraph in Section 1.3(c) of the
Original Agreement (on pages 11 of the Original Agreement), the following shall
be added:

        "In the event that such ruling by the Korean tax authority shall be
        issued to the effect that the transaction contemplated hereunder and
        under the Original Agreement shall be VAT-payable, Purchaser shall pay
        the amount equal to the Purchase Price to Seller at Closing, out of
        which Seller shall pay the VAT amount to be payable in accordance with
        the relevant VAT law of Korea ("Payable VAT") to the relevant Korean tax
        authority when due, and shall immediately provide a copy of the receipt
        to Purchaser. When Purchaser actually receives the refund of the VAT in
        the amount of the Payable VAT from the relevant tax office, Purchaser
        shall immediately deposit the same amount to an Escrow Account or a bank
        account designated by Seller's creditor banks for the repayment of debt
        by Seller to its creditor banks. Deposit by Purchaser of the refunded
        VAT shall discharge ATK's obligation to pay the Purchase Price
        irrespective of whether such refunded VAT amount is less than Payable
        VAT.

        In the event that the ruling by the Korean tax authority shall be issued
        to the effect that the transaction contemplated hereunder and under the
        Original Agreement shall be VAT-exempt, Purchaser shall not withhold any
        amount from the Purchase Price in connection with the VAT."


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        (d) Section 1.3(d) of the Original Agreement (on pages 12 through 13 of
the Original Agreement) is hereby deleted in its entirety and the following
shall be substituted therefor:

               "(d) On or prior to the Closing Date, Seller, Purchaser and an
        escrow agent to be appointed by mutual consent of Seller and Purchaser
        ("Escrow Agent") shall enter into one or more escrow agreements ("Escrow
        Agreements") in such form and substance to be mutually agreed by the
        Parties. Such portion of the Purchase Price as provided in Section
        1.4(b) shall be deposited with one or more escrow accounts ("Escrow
        Accounts") to assure the repayment of certain liabilities by Seller, and
        released to its creditors in accordance with the terms of the Escrow
        Agreements."

        1.4.   Amendment of Section 1.4. "Payment of Purchase Price" of the
               Original Agreement2Amendment of Section 1.4. "Payment of Purchase
               Price" of the Original Agreement.

        (a) Section 1.4(a) of the Original Agreement (on page 12 of the
Original Agreement) is hereby deleted and the following shall be substituted
therefor:

               "(a) Purchaser's payment at the Closing of the amount which shall
        be set forth in Schedule 1.4(a), by wire transfer or delivery of a
        certified bank check immediately available and in accordance with the
        instructions of Seller;"

        (b) Section 1.4(b) of the Original Agreement (on page 12 of the
Original Agreement) is hereby deleted and the following shall be substituted
therefor:

               "(b) Purchaser's deposit at the Closing into an Escrow Account of
        the amount which shall be set forth in Schedule 1.4(b);"

        (c) Section 1.4(c) of the Original Agreement (on page 12 of the
Original Agreement) is hereby deleted.

        1.6    Amendment of Section 1.6 "Adjustments to Purchase Price" of the
               Original Agreement.

        (b) Section 1.6.(b) of the Original Agreement (on pages 13 through 14)
is hereby deleted and the following shall be replaced therefor:

               "(b) Adjustment Formula.


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               If the Net Asset Value at the Closing Date is less than the Net
        Asset Value as of the Balance Sheet Date (without considering the
        depreciation between the Closing Date and the Balance Sheet Date), then,
        the Purchase Price shall be reduced by the amount of such deficiency
        accordingly. In order to give effect to any such reduction, the
        Purchaser, at the Purchaser's option, may demand Seller to compensate
        for such deficiency by requiring payments or delivery of additional
        assets having values equivalent to such deficiency within 15 days from
        the date of discovery of such deficiency by the Purchaser, or,
        alternatively, withholding of such deficient amount from any amount
        owing to Seller by Purchaser or its Affiliates to the extent permissible
        under Korean law."
2
        1.8.   Amendment of Section 1.8 "Conditions to Each Party's Obligations"
               of the Original Agreement.

        (a) The first sentence of Section 1.8(a) of the Original Agreement (on
page 16 of the Original Agreement) is hereby deleted and the following shall be
substituted therefor:

               "(a) The Escrow Agreement, the IP Assignment and Licensing
        Agreements (or any equivalent thereof), the Transition Service
        Agreement, the assignment agreement provided in Section 1.10(b) hereof,
        and any other agreements, if any, necessary to vest in Purchaser good,
        valid and marketable title to the Purchased Assets (collectively, the
        "Ancillary Agreements") have been duly executed and delivered after
        having been duly authorized by all necessary corporate actions by the
        relevant parties thereto."

        1.10   Amendment of Section 1.10 "Conditions to Purchaser's Obligations"
               of the Original Agreement.

        (h) Section 1.10(h) of the Original Agreement (on page 19 of the
Original Agreement) is hereby deleted and the following shall be substituted
therefor:

               "(h) After (i) Amkor shall have been satisfied with the results
        of their due diligence, (ii) Amkor shall have entered into an
        arrangement satisfactory to Amkor in its sole discretion, to finance the
        Purchase Price in full, (iii) Amkor shall have received a fairness
        opinion with respect to the terms of the transactions contemplated by
        this Agreement, (iv) Amkor shall have received a tax exemption under the
        Foreign Capital Promotion Law in regard to its purchase of the Business
        ("Tax Exemption"), and (v) the Board of Directors of Amkor shall have


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        determined that the transactions contemplated herein are in the best
        interest of Amkor and Purchaser in light of all circumstances associated
        with Seller and the transactions contemplated hereby."

        (i) Section 1.10(i) of the Original Agreement (on page 19 of the
Original Agreement) is hereby deleted and the following shall be substituted
therefor:

               "(i) Purchaser shall have a right of first refusal if Seller
        intends to sell any of K1, K2, K3 or the wafer fabrication facilities to
        any third party;"

        1.11.  Amendment of Section 1.11 "Closing" of the Original Agreement.

        Section 1.11 of the Original Agreement (on page 20 of the Original
Agreement) is hereby deleted and the following shall be substituted therefor:

        "The closing under this Agreement will take place at such other time,
        date or place as the Parties shall mutually agree (the "Closing"). The
        date on which Closing occurs is sometimes referred to herein as the
        "Closing Date."
        1.12. Amendment of Section 1.12 "Deliveries and Proceedings at 2
        1.12. Amendment of Section 1.12 "Deliveries and Proceedings at Closing"
              of the Original Agreement.

        (b) Section 1.12(b)(i) and (ii) of the Original Agreement (on page 21
of the Original Agreement) is hereby deleted and the following shall be
substituted therefor:

               "(i) payment of the amount stated in Schedule 1.4(a);

               (ii) a certificate evidencing the deposit of the amount stated in
               Schedules 1.4(b) with the Escrow Account;"

        2.6. Amendment of Section 2.6. "No Changes" of the Original Agreement.

        The second sentence of Section 2.6 of the Original Agreement (on page 27
of the Original Agreement) is hereby deleted and the following shall be
substituted therefor:

        "Without limiting the generality of the foregoing sentence, there has
not been:"

        2.13.  Amendment of Section 2.13. "Consent" of the Original


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               Agreement.

        The reference of "Schedule 2.10" in Section 2.13 of the Original
Agreement (on page 36 of the Original Agreement) is hereby deleted and "Schedule
2.13" shall be substituted therefor.

        2.22.  Amendment of Section 2.22. "Insurance" of the Original Agreement.

        The entire paragraph under Section 2.22 of the Original Agreement (on
pages 42 through 43 of the Original Agreement) is hereby deleted and the
following shall be substituted therefor:

        "Attached hereto as Schedule 2.22 is a complete and correct list of all
        policies of insurance relating to the Business or the Purchased Assets
        of which Seller is the owner, insured or beneficiary, or covering any of
        the property of the Business, true, correct and complete copies of which
        have been delivered to Purchaser, indicating for each policy the
        carrier, the insured, type of coverage, the amounts of coverage,
        deductible, premium rate, cash value if any, expiration date and any
        pending claims thereunder. All such policies are in full force and
        effect. The coverage provided by such policies are reasonable, in both
        scope and amount, in light of the risks attendant to the Business and
        the Purchased Assets. Seller has paid-in-full all premiums due on such
        policies as of the Closing Date. There is no default with respect to any
        provision contained in any such policy, nor has there been any failure
        to give any notice or present any claim under any such policy in a
        timely fashion or in the manner or detail required by the policy. Except
        as set forth on Schedule 2.22, there are no outstanding unpaid premiums
        or claims under such policies. No notice of cancellation or non-renewal
        with respect to, or disallowance of any claim under, any such policy has
        been received by Seller. Except as set forth on Schedule 2.22, Seller
        has not been refused any insurance, nor has its coverage been limited by
        any insurance carrier to which it has applied for insurance or with
        which it has carried insurance during the last five years."

        4.2 Amendment of Section 4.2 "Employees of the Business" of the Original
Agreement.2

        4.2    Amendment of Section 4.2 "Employees of the Business" of the
               Original Agreement.

        The first sentence under Section 4.2(b) of the Original Agreement (on
page 46 of the Original Agreement) is hereby deleted and the following shall be
substituted


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therefor:

        "With respect to the Transferred Employees who elect to terminate their
        employment with Seller and commence new employment relation with
        Purchaser, Seller shall pay, in a timely manner in accordance with the
        requirements of the Labor Standards Act and current company practices,
        all salary, bonuses, allowances, severance, unused leave (including the
        pro rata portion of accrued but unused leave attributable to the portion
        of the 1999 calendar year prior to closing) and any other monetary
        obligations or claims relating to the Transferred Employees' employment
        with Seller or its Affiliates that may have accrued to those personnel
        prior to their separation."

        4.7    Amendment of Section 4.7 "Transition Services" of the Original
               Agreement.

        The entire paragraph under Section 4.7(a) of the Original Agreement (on
page 53 of the Original Agreement) is hereby deleted and the following shall be
substituted therefor:

        "(a) During a certain period from the Closing Date (the "Transition
        Period") to be separately agreed by the Parties, Seller shall ensure
        that the Business is continued to be provided with all of the services
        and parts and components currently provided to the Business by Seller or
        any Person affiliated with Seller including, among other things, the
        research and development, accounting, data processing, materials
        procurement, electronic data processing, administrative services and all
        other such support services as are reasonably required in connection
        with the operation of the Business, on the terms and conditions not less
        favorable than the terms and conditions pursuant to which such services
        and parts and components are now being provided to the Business.
        Purchaser shall pay a reasonable fee for the services to be provided by
        Seller during the Transition Period, as mutually agreed by the Parties.
        Prior to the Closing, Seller and Purchaser shall enter into a service
        agreement ("Transition Service Agreement") to ensure such continued
        services during the Transition Period, in such form and substance as
        attached hereto as Schedule 4.7."

        5.11   Amendment of Section 5.11 "Arbitration" of the Original
               Agreement.

        Section 5.11 (a) of the Original Agreement (on page 59 of the Original
Agreement) is hereby deleted in its entirety and the following shall be
substituted therefor.


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               "(a) Any dispute arising under this Agreement which is not
        settled after good faith attempts by the Parties to amicably resolve
        such dispute shall be resolved by final and binding arbitration. The
        arbitration shall be held in Seoul, Korea if the arbitration is brought
        by Purchaser and in [San Francisco, C.A.], United States of America if
        the arbitration is brought by Seller in accordance with the Rules of
        Conciliation and Arbitration of the International Chamber of Commerce
        ("ICC Rules") as then existing and shall be heard and determined by an
        arbitral tribunal composed of three (3) arbitrators. Each of the Parties
        shall appoint one arbitrator each, and both of such arbitrators shall
        appoint a third arbitrator who shall serve as the Chairman of such
        arbitral tribunal, provided that such third arbitrator is not a citizen
        of the U.S.A. or Korea. If either Party fails or decides against
        appointing an arbitrator within a period of thirty (30) days of the
        appointment of the first arbitrator, or if the arbitrators designated by
        the Parties fail or otherwise are unable to appoint the third arbitrator
        within (30) days of the appointment of the second arbitrator, then the
        remaining arbitrator(s) shall be selected by the President of the
        International Chamber of Commerce, U.S.A., which shall act as the
        appointing authority."



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IN WITNESS WHEREOF, the Parties have caused this AMENDMENT to be signed in their
respective names by an officer thereof duly authorized as of the date first
above written.


                             Amkor Technology, Inc.

                             By:________________________
                             Name:
                             Title:


                             Anam Semiconductor, Inc.

                             By:________________________
                             Name:
                             Title:

