<SUBMISSION>
<ACCESSION-NUMBER>0000893220-03-001221
<TYPE>S-4
<PUBLIC-DOCUMENT-COUNT>13
<FILING-DATE>20030710
<FILER>
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<CONFORMED-NAME>AMKOR TECHNOLOGY INC
<CIK>0001047127
<ASSIGNED-SIC>3674
<IRS-NUMBER>231722724
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
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<FORM-TYPE>S-4
<ACT>33
<FILE-NUMBER>333-106932
<FILM-NUMBER>03782063
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>1345 ENTERPRISE DR
<CITY>WEST CHESTER
<STATE>PA
<ZIP>19380
<PHONE>6104319600
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>1345 ENTERPRISE DR
<CITY>WEST CHESTER
<STATE>PA
<ZIP>19380
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-4
<SEQUENCE>1
<FILENAME>w88263sv4.txt
<DESCRIPTION>FORM S-4 FOR AMKOR TECHNOLOGY,INC.
<TEXT>
<PAGE>

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 10, 2003

                                                         REGISTRATION 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ---------------------

                                    FORM S-4
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                             ---------------------
                             AMKOR TECHNOLOGY, INC.
             (Exact name of registrant as specified in its charter)

<Table>
<S>                                  <C>                                  <C>
              DELAWARE                               3674                              23-1722724
  (State or other jurisdiction of        (Primary Standard Industrial               (I.R.S. Employer
   incorporation or organization)        Classification Code Number)              Identification No.)
</Table>

                             1345 ENTERPRISE DRIVE
                             WEST CHESTER, PA 19380
                                 (610) 431-9600
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)
                             ---------------------
                                KENNETH T. JOYCE
                            CHIEF FINANCIAL OFFICER
                             AMKOR TECHNOLOGY, INC.
                             1345 ENTERPRISE DRIVE
                             WEST CHESTER, PA 19380
                                 (610) 431-9600
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                             ---------------------
                                   COPIES TO:
                               BRUCE M. MCNAMARA
                                PERKINS COIE LLP
                              101 JEFFERSON DRIVE
                           MENLO PARK, CA 94025-1114
                                 (650) 838-4300

    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:  As soon as
practicable after this Registration Statement becomes effective.

    If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box.  [ ]

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

    If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.  [ ]
                             ---------------------
    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

                        CALCULATION OF REGISTRATION FEE

<Table>
<Caption>
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
                                                                     PROPOSED MAXIMUM     PROPOSED MAXIMUM        AMOUNT OF
           TITLE OF EACH CLASS OF                 AMOUNT TO BE           OFFERING            AGGREGATE           REGISTRATION
         SECURITIES TO BE REGISTERED             REGISTERED(1)      PRICE PER UNIT(2)    OFFERING PRICE(2)           FEE
---------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                  <C>                  <C>                  <C>
7.75% Senior Notes due 2013..................     $425,000,000             100%             $425,000,000
---------------------------------------------------------------------------------------------------------------------------------
Total........................................     $425,000,000                              $425,000,000          $34,382.50
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
</Table>

(1) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(f) under the Securities Act of 1933.
(2) Equals the aggregate principal amount of the securities being registered.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES, AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER AND SALE IS NOT PERMITTED.

                   SUBJECT TO COMPLETION, DATED JULY 10, 2003

PRELIMINARY PROSPECTUS

                             AMKOR TECHNOLOGY, INC.
                               OFFER TO EXCHANGE

                          7.75% SENIOR NOTES DUE 2013
     THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
                       FOR ANY AND ALL OF ITS OUTSTANDING
                          7.75% SENIOR NOTES DUE 2013
      THAT WERE ISSUED AND SOLD IN A TRANSACTION EXEMPT FROM REGISTRATION
                  UNDER THE SECURITIES ACT OF 1933, AS AMENDED
                             ---------------------
     Amkor Technology, Inc., a Delaware corporation, hereby offers to exchange,
upon the terms and conditions set forth in this prospectus and the accompanying
letter of transmittal, up to $425 million in aggregate principal amount of its
7.75% senior notes due 2013, which we refer to as the "exchange notes," for the
same principal amount of its outstanding 7.75% senior notes due 2013, which we
refer to as the "original notes."

     The terms of the exchange notes are substantially identical to the terms of
the original notes, except that the exchange notes will generally be freely
transferable and do not contain certain terms with respect to liquidated
damages. We will issue the exchange notes under the Indenture governing the
original notes. For a description of the principal terms of the exchange notes,
see "Description of the Notes."

     THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON
          , 2003, UNLESS WE EXTEND THE OFFER. At any time prior to the
expiration date, you may withdraw your tender of any original notes; otherwise,
such tender is irrevocable. We will receive no cash proceeds from the exchange
offer.

     The exchange notes constitute a new issue of securities for which there is
no established trading market. Any original notes not tendered and accepted in
the exchange offer will remain outstanding. To the extent original notes are
tendered and accepted in the exchange offer, your ability to sell untendered,
and tendered but unaccepted, original notes could be adversely affected.
Following consummation of the exchange offer, the original notes will continue
to be subject to their existing transfer restrictions and we will have no
further obligations to provide for the registration of the original notes under
the Securities Act of 1933, as amended (the "Securities Act"). We cannot
guarantee that an active trading market will develop or give assurances as to
the liquidity of the trading market for either the original notes or the
exchange notes.

     This prospectus, as it may be amended or supplemented from time to time,
may be used by a broker-dealer in connection with resales of exchange notes
received for original notes that were acquired by such broker-dealer for its own
account as a result of market-making activities or other trading activities. If
any holder of the original notes notifies us prior to the 20th business day
following the consummation of the exchange offer that it is prohibited by law or
policy of the Securities and Exchange Commission (the "SEC") from participating
in the exchange offer, that it may not resell the exchange notes acquired by it
in the exchange offer to the public without delivering a prospectus, and this
prospectus is not appropriate or available for such resales by it, or that it is
a broker-dealer and holds original notes acquired directly from us or our
affiliates, we will use commercially reasonable efforts to file with the SEC a
shelf registration statement to register for public resale the original notes
held by any such holder who provides us with certain information for inclusion
in the shelf registration statement, such shelf registration statement to be
effective by the SEC on or prior to 120 days after such obligation to file a
shelf registration statement arises.

     INVESTING IN THE EXCHANGE NOTES INVOLVES CERTAIN RISKS. PLEASE READ "RISK
FACTORS" BEGINNING ON PAGE 9 OF THIS PROSPECTUS.

     This prospectus and the letter of transmittal are first being mailed to all
holders of the original notes on           , 2003.
                             ---------------------
     NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR
DISAPPROVED OF THE EXCHANGE NOTES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL
OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                The date of this prospectus is           , 2003.
<PAGE>

                          FORWARD-LOOKING INFORMATION

     This prospectus and the documents incorporated by reference in this
prospectus contain forward-looking statements within the meaning of the federal
securities laws, including but not limited to statements regarding: (1) the
condition and growth of the industry in which we operate, including trends
toward increased outsourcing, reductions in inventory and demand and selling
prices for our services, (2) our anticipated capital expenditures and financing
needs, (3) our belief as to our future capacity utilization rates, revenue,
gross margins and operating performance and (4) other statements that are not
historical facts. In some cases, you can identify forward-looking statements by
terminology such as "may," "will," "should," "expects," "plans," "anticipates,"
"believes," "estimates," "predicts," "potential," "continue," or the negative of
these terms or other comparable terminology. Because such statements include
risks and uncertainties, actual results may differ materially from those
anticipated in such forward-looking statements as a result of certain factors,
including those set forth in our Quarterly Report on Form 10-Q filed on May 9,
2003 under the heading "Risk Factors that May Affect Future Operating
Performance." You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this prospectus
or, as applicable, as of the date of any such document incorporated by reference
herein. Moreover, in the future, we may make forward-looking statements about
the matters described in this prospectus or about other matters concerning us.

                      WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and special reports, prospectuses and other
information with the SEC. You may read and copy any reports, statements or other
information that we file at the SEC's public reference rooms at 450 Fifth
Street, N.W., Washington, D.C. 20549, 7 World Trade Center, Suite 1300, New
York, New York 10048, and Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Please call the SEC at 1-800-SEC-0330 for more
information on the public reference rooms. These SEC filings are also available
to the public from commercial document retrieval services and at the Internet
world wide web site maintained by the SEC at www.sec.gov.

     On           , 2003, we filed with the SEC a registration statement on Form
S-4 under the Securities Act, of which this prospectus is a part. This
prospectus does not contain all the information in the registration statement.
We have omitted parts of the registration statement, as permitted by the rules
and regulations of the SEC. You may inspect and copy the registration statement,
including exhibits, at the SEC's public reference facilities or its web site.
Our statements in this prospectus about the contents of any contract or other
document are not necessarily complete. You should refer to the copy of each
contract or other document we have filed as an exhibit to the registration
statement for complete information.

     The SEC allows us to "incorporate by reference" into this prospectus the
information that we file with the SEC. This means that we can disclose important
information to you by referring you to those documents. The information we
incorporate by reference is considered a part of this prospectus, and later
information that we file with the SEC will automatically update and supersede
this information. We incorporate by reference the documents listed below, all
filings filed by us pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), after the date of the initial registration statement and
prior to effectiveness of the registration statement, and any future filings
that we make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act until the exchange offer is completed:

     - Our Annual Report on Form 10-K/A for the year ended December 31, 2003,
       filed with the SEC on June 25, 2003;

     - Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2003,
       filed with the SEC on May 9, 2003; and

     - Our Current Reports on Form 8-K and Form 8-K/A filed with the SEC on
       January 31, April 23, April 29 and May 21, 2003.

     You can obtain any of the documents incorporated by reference through us,
the SEC or the SEC's Internet world wide web site as described above. Documents
incorporated by reference are available from us

                                        1
<PAGE>

without charge, excluding exhibits thereto unless we have specifically
incorporated by reference such exhibits in this prospectus. Any person,
including any beneficial owner, to whom this prospectus is delivered may obtain
documents incorporated by reference in, but not delivered with, this prospectus
by requesting them by telephone or in writing at the following address:

                             Amkor Technology, Inc.
                             1345 Enterprise Drive
                             West Chester, PA 19380
                                 (610) 431-9600
                           Attn: Corporate Secretary

     TO OBTAIN TIMELY DELIVERY, YOU MUST REQUEST THESE DOCUMENTS NO LATER THAN
FIVE BUSINESS DAYS BEFORE YOU MAKE YOUR INVESTMENT DECISION.

     Copies of the documents listed above are also available free of charge
though our website (www.amkor.com) as soon as reasonably practicable after we
electronically file the material with, or furnish it to, the SEC.

     You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with information different from that contained in
this prospectus. We are offering to exchange original notes for exchange notes
only in jurisdictions where such offer is permitted. You should not assume that
the information in the incorporated documents, this prospectus or any prospectus
supplement is accurate as of any other date other than the date on the front of
these documents.

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

                                        2
<PAGE>

                               PROSPECTUS SUMMARY

     This summary may not contain all the information that may be important to
you. You should read the entire prospectus, including the additional documents
to which we refer you, before making an investment decision. See "Where You Can
Find More Information." In this prospectus, unless otherwise noted, "we," "our,"
"us," and "Amkor" refer to Amkor Technology, Inc. and its consolidated
subsidiaries.

                             AMKOR TECHNOLOGY, INC.

     We are the world's largest subcontractor of semiconductor packaging and
test services. We were incorporated in Delaware in 1997. The company has built a
leading position by:

     - Providing a broad portfolio of packaging and test technologies and
       services;

     - Maintaining a leading role in the design and development of new package
       and test technologies;

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

     - Developing expertise in high-volume manufacturing; and

     - Diversifying our operational scope by establishing production
       capabilities in China, Japan and Taiwan, in addition to long-standing
       capabilities in Korea and the Philippines.

     The semiconductors that we package and test for our customers ultimately
become components in electric systems used in communications, computing,
consumer, industrial, automotive and military applications. Our customers
include, among others, Agilent Technologies, Atmel Corporation, Intel
Corporation, LSI Logic Corporation, Mediatek Inc., Philips Electronics N.V.,
R.F. Microdevices, ST Microelectronics PTE, Sony Semiconductor Corporation and
Toshiba Corporation. The outsourced semiconductor packaging and test market is
very competitive. We also compete with the internal semiconductor packaging and
test capabilities of many of our customers.

     Packaging and test are an integral part of the semiconductor manufacturing
process. Semiconductor manufacturing begins with silicon wafers and involves the
fabrication of electronic circuitry into complex patterns, thus creating
individual chips on the wafers. The packaging process creates an electrical
interconnect between the semiconductor chip and the system board. In packaging,
the fabricated semiconductor wafers are cut into individual chips which are then
attached to a substrate and encased in a protective material to provide optimal
electrical and thermal performance. Increasingly, packages are custom designed
for specific chips and specific end-market applications. The packaged chips are
then tested using sophisticated equipment to ensure that each packaged chip
meets its design specifications.

     We historically marketed the output of fabricated semiconductor wafers
provided by a wafer fabrication foundry owned and operated by Anam
Semiconductor, Inc. (ASI). On February 28, 2003, we sold our wafer fabrication
services business to ASIand restated our historical results to reflect our wafer
fabrication services segment as a discontinued operation.

                                        3
<PAGE>

                         SUMMARY OF THE EXCHANGE OFFER

     In May 2003, we completed a private offering of the original notes. We
received aggregate net proceeds, before expenses and commissions, of $425
million from the sale of the original notes.

     In connection with the offering of original notes, we entered into a
Registration Rights Agreement with the initial purchasers of the original notes
in which we agreed to use commercially reasonable efforts to deliver to you this
prospectus and to commence the exchange offer for the original notes within 210
days of their issuance. In the exchange offer, you are entitled to exchange your
original notes for exchange notes, with substantially identical terms as the
original notes. The exchange notes will be accepted for clearance through The
Depository Trust Company ("DTC") and Clearstream Banking SA ("Clearstream") or
Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear"),
with a new CUSIP and ISIN number and common code. You should read the discussion
under the heading "Description of the Notes" beginning on page   for more
information about the exchange notes. After the exchange offer is completed, you
will no longer be entitled to any exchange or, with limited exceptions,
registration rights for your original notes.

The Exchange Offer............   We are offering to exchange up to $425 million
                                 principal amount of the exchange notes for up
                                 to $425 million principal amount of the
                                 original notes. Original notes may only be
                                 exchanged in $1,000 increments.

                                 The terms of the exchange notes are identical
                                 in all material respects to those of the
                                 original notes except the exchange notes will
                                 not be subject to transfer restrictions and
                                 holders of the exchange notes, with limited
                                 exceptions, will have no registration rights.
                                 Also, the exchange notes will not include
                                 provisions contained in the original notes that
                                 required payment of liquidated damages in the
                                 event we failed to satisfy our registration
                                 obligations with respect to the original notes.

                                 Original notes that are not tendered for
                                 exchange will continue to be subject to
                                 transfer restrictions and, with limited
                                 exceptions, will not have registration rights.
                                 Therefore, the market for secondary resales of
                                 original notes that are not tendered for
                                 exchange is likely to be minimal.

                                 We will issue registered exchange notes on or
                                 promptly after the expiration of the exchange
                                 offer.

Expiration Date...............   The exchange offer will expire at 5:00 p.m. New
                                 York City time, on           , 2003, unless we
                                 decide to extend the expiration date. Please
                                 read "The Exchange Offer -- Extensions, Delay
                                 in Acceptance, Termination or Amendment" on
                                 page 15 for more information about extending
                                 the expiration date.

Withdrawal of Tenders.........   You may withdraw your tender of original notes
                                 at any time prior to the expiration date. We
                                 will return to you, without charge, promptly
                                 after the expiration or termination of the
                                 exchange offer any original notes that you
                                 tendered but that were not accepted for
                                 exchange.

Conditions to the Exchange
Offer.........................   We will not be required to accept original
                                 notes for exchange:

                                 - if the exchange offer would be unlawful or
                                   would violate any interpretation of the SEC
                                   staff, or

                                 - if any legal action has been instituted or
                                   threatened that would impair our ability to
                                   proceed with the exchange offer.

                                        4
<PAGE>

                                 The exchange offer is not conditioned on any
                                 minimum aggregate principal amount of original
                                 notes being tendered. Please read "The Exchange
                                 Offer -- Conditions to the Exchange Offer" on
                                 page 16 for more information about the
                                 conditions to the exchange offer.

Procedures for Tendering
Original Notes................   If your original notes are held through DTC and
                                 you wish to participate in the exchange offer,
                                 you may do so through DTC's automated tender
                                 offer program. If you tender under this
                                 program, you will agree to be bound by the
                                 letter of transmittal that we are providing
                                 with this prospectus as though you had signed
                                 the letter of transmittal. By signing or
                                 agreeing to be bound by the letter of
                                 transmittal, you will represent to us that,
                                 among other things:

                                 - any exchange notes that you receive will be
                                   acquired in the ordinary course of your
                                   business,

                                 - you have no arrangement or understanding with
                                   any person to participate in the distribution
                                   of the original notes or the exchange notes,

                                 - you are not our "affiliate," as defined in
                                   Rule 405 under the Securities Act, or, if you
                                   are our affiliate, you will comply with any
                                   applicable registration and prospectus
                                   delivery requirements of the Securities Act,

                                 - if you are not a broker-dealer, you are not
                                   engaged in and do not intend to engage in the
                                   distribution of the exchange notes, and

                                 - if you are a broker-dealer that will receive
                                   exchange notes for your own account in
                                   exchange for original notes that you acquired
                                   as a result of market-making activities or
                                   other trading activities, you will deliver a
                                   prospectus in connection with any resale of
                                   such exchange notes.

Special Procedures for
Beneficial Owner..............   If you own a beneficial interest in original
                                 notes that are registered in the name of a
                                 broker, dealer, commercial bank, trust company
                                 or other nominee and you wish to tender the
                                 original notes in the exchange offer, please
                                 contact the registered holder as soon as
                                 possible and instruct the registered holder to
                                 tender on your behalf and to comply with our
                                 instructions described in this prospectus.

Guaranteed Delivery
Procedures....................   You must tender your original notes according
                                 to the guaranteed delivery procedures described
                                 in "The Exchange Offer -- Guaranteed Delivery
                                 Procedures" on page 19 if any of the following
                                 apply:

                                 - you wish to tender your original notes but
                                   they are not immediately available,

                                 - you cannot deliver your original notes, the
                                   letter of transmittal or any other required
                                   documents to the exchange agent prior to the
                                   expiration date, or

                                 - you cannot comply with the applicable
                                   procedures under DTC's automated tender offer
                                   program prior to the expiration date.

                                        5
<PAGE>

Resales.......................   Except as indicated herein, we believe that the
                                 exchange notes may be offered for resale,
                                 resold and otherwise transferred without
                                 compliance with the registration and prospectus
                                 delivery requirements of the Securities Act,
                                 provided that:

                                 - you are acquiring the exchange notes in the
                                   ordinary course of your business;

                                 - you are not participating, do not intend to
                                   participate and have no arrangement or
                                   understanding with any person to participate
                                   in the distribution of the exchange notes;
                                   and

                                 - you are not an affiliate of Amkor.

                                 Our belief is based on existing interpretations
                                 of the Securities Act by the SEC staff set
                                 forth in several no-action letters to third
                                 parties. We do not intend to seek our own
                                 no-action letter, and there is no assurance
                                 that the SEC staff would make a similar
                                 determination with respect to the exchange
                                 notes. If this interpretation is inapplicable,
                                 and you transfer any exchange note without
                                 delivering a prospectus meeting the
                                 requirements of the Securities Act or without
                                 an exemption from such requirements, you may
                                 incur liability under the Securities Act. We do
                                 not assume, or indemnify holders against, such
                                 liability.

                                 Each broker-dealer that is issued exchange
                                 notes for its own account in exchange for
                                 original notes that were acquired by such
                                 broker-dealer as a result of market-making
                                 activities or other trading activities must
                                 acknowledge that it will deliver a prospectus
                                 meeting the requirements of the Securities Act
                                 in connection with any resale of the exchange
                                 notes. To the extent described in "Plan of
                                 Distribution" beginning on page 61, a
                                 broker-dealer may use this prospectus for an
                                 offer to resell, resale or other retransfer of
                                 the exchange notes.

United States Federal Income
Tax Considerations............   The exchange of original notes for exchange
                                 notes will not be a taxable exchange for United
                                 States federal income tax purposes. Please read
                                 "United States Federal Income Tax
                                 Considerations" on page      .

Use of Proceeds...............   We will not receive any proceeds from the
                                 issuance of the exchange notes pursuant to the
                                 exchange offer. Except as described in "The
                                 Exchange Offer -- Transfer Taxes," we will pay
                                 certain expenses incident to the exchange
                                 offer.

Registration Rights...........   If we fail to complete the exchange offer as
                                 required by the Registration Rights Agreement,
                                 we may be obligated to pay additional interest
                                 to holders of the original notes. Please read
                                 "Description of the Notes -- Registration
                                 Rights; Liquidated Damages" beginning on page
                                 39 for more information regarding your rights
                                 as a holder of the original notes.

                                        6
<PAGE>

                               THE EXCHANGE AGENT

     We have appointed U.S. Bank National Association as exchange agent for the
exchange offer. Please direct questions and requests for assistance, requests
for additional copies of this prospectus or of the letter of transmittal and
requests for the notice of guaranteed delivery to the exchange agent. If you are
not tendering under DTC's automated tender offer program, you should send the
letter of transmittal and any other required documents to the exchange agent as
follows:

                         U.S. BANK NATIONAL ASSOCIATION

<Table>
<S>                             <C>                             <C>
    By Mail (Registered or         By Facsimile Transmission
           Certified             (Eligible Institutions Only):
 Mail Recommended) or Courier:
U.S. Bank National Association          (651) 244-1537               Confirm by Telephone:
   Corporate Trust Services     Attention: Specialized Finance          (651) 244-1197
     180 East Fifth Street
      St. Paul, MN 55101
Attention: Specialized Finance
</Table>

                               THE EXCHANGE NOTES

     The form and terms of the exchange notes to be issued in the exchange offer
are the same as the form and terms of the original notes, except that the
exchange notes will be registered under the Securities Act and, therefore, will
not bear legends restricting their transfer, will not contain terms providing
for liquidated damages if we fail to perform our registration obligations with
respect to the original notes and, with limited exceptions, will not be entitled
to registration rights under the Securities Act. The exchange notes will
evidence the same debt as the original notes, and both the original notes and
the exchange notes are governed by the same Indenture.

Issuer........................   Amkor Technology, Inc., a Delaware corporation.

Notes Offered.................   $425 million aggregate principal amount of
                                 7.75% exchange notes due 2013.

Maturity......................   May 15, 2013.

Interest Payment Dates........   May 15 and November 15 of each year, beginning
                                 on November 15, 2003.

Ranking.......................   The exchange notes will be our unsecured senior
                                 debt:

                                 - the exchange notes will be effectively
                                   subordinated to all our existing and future
                                   secured debt, including debt under the new
                                   senior secured credit facility, to the extent
                                   of such security, and to all existing and
                                   future debt and other liabilities of our
                                   subsidiaries, including trade payables;

                                 - the exchange notes will rank equally with all
                                   our existing and future unsecured senior debt
                                   including our 9.25% senior notes due 2008;
                                   and

                                 - the exchange notes will rank senior to all
                                   our existing and future debt that expressly
                                   provides that it is subordinated to the
                                   exchange notes, including our 10.50% senior
                                   subordinated notes due 2009, our 5.75%
                                   convertible subordinated notes due 2006 and
                                   our 5.00% convertible subordinated notes due
                                   2007.

                                        7
<PAGE>

                                 Assuming we had completed the May 2003 note
                                 offering to which this exchange offer relates,
                                 redeemed our 9.25% senior notes due 2006,
                                 closed our new senior secured credit facility
                                 and repaid the Term B loan under our previous
                                 senior secured credit facility with the
                                 proceeds of the new senior secured credit
                                 facility, as if each had occurred as of March
                                 31, 2003, the exchange notes would have been:

                                 - effectively subordinated to $170 million of
                                   senior secured debt and $272.6 million of
                                   indebtedness and other liabilities of our
                                   subsidiaries, including trade payables but
                                   excluding intercompany obligations;

                                 - ranked equally with $500 million of our 9.25%
                                   senior notes due 2008; and

                                 - senior to $708.8 million of subordinated
                                   debt, including our 10.50% senior
                                   subordinated notes due 2009, our 5.75%
                                   convertible subordinated notes due 2006 and
                                   our 5.00% convertible subordinated notes due
                                   2007.

Redemption....................   We may redeem the exchange notes issued under
                                 the Indenture (as defined below), in whole or
                                 in part, beginning on May 15, 2008, at the
                                 redemption prices specified in this prospectus
                                 under "Description of the Notes -- Optional
                                 Redemption."

Change in Control.............   If we experience a change in control, we will
                                 be required to make an offer to repurchase the
                                 exchange notes at a price equal to 101% of the
                                 principal amount plus accrued and unpaid
                                 interest, if any, to the date of repurchase.
                                 For more detailed information, see "Description
                                 of the Notes -- Repurchase at the Option of
                                 Holder -- Offer to Repurchase Upon Change of
                                 Control."

Covenants.....................   We will issue the exchange notes under an
                                 indenture (the "Indenture") with U.S. Bank
                                 National Association, as Trustee. The Indenture
                                 will, among other things, restrict our ability
                                 and the ability of our subsidiaries to:

                                 - incur additional indebtedness;

                                 - pay dividends, repurchase stock, prepay
                                   subordinated debt and make investments and
                                   other restricted payments;

                                 - create restrictions on the ability of our
                                   subsidiaries to pay dividends or make other
                                   payments;

                                 - engage in sale and leaseback transactions;

                                 - create liens;

                                 - enter into transactions with affiliates; and

                                 - sell assets or merge with or into other
                                   companies.

                                 These covenants are subject to important
                                 exceptions that are described in the section
                                 entitled "Description of the Notes -- Certain
                                 Covenants."

                                        8
<PAGE>

                                  RISK FACTORS

     You should carefully consider each of the following risks and uncertainties
associated with our company and the exchange offer, as well as all the other
information set forth in this prospectus or incorporated by reference into this
prospectus, including the information set forth in our Quarterly Report on Form
10-Q filed on May 9, 2003, under the heading "Risk Factors that May Affect
Future Operating Performance," which is specifically incorporated herein by
reference.

RISKS RELATING TO THE EXCHANGE OFFER

 BECAUSE THERE IS NO PUBLIC MARKET FOR THE EXCHANGE NOTES, YOU MAY NOT BE ABLE
 TO SELL YOUR EXCHANGE NOTES

     The exchange notes will be registered under the Securities Act, but will
constitute a new issue of securities with no established trading market, and
there can be no assurance as to:

     - the liquidity of any trading market that may develop;

     - the ability of holders to sell their exchange notes; or

     - the price at which the holders would be able to sell their exchange
       notes.

     If a trading market were to develop, the exchange notes might trade at
higher or lower prices than their principal amount or purchase price, depending
on many factors, including prevailing interest rates, the market for similar
securities and our financial performance.

     Any market-making activity in the exchange notes will be subject to the
limits imposed by the Securities Act and the Exchange Act. There can be no
assurance that an active trading market will exist for the exchange notes or
that any trading market that does develop will be liquid.

     In addition, any original note holder who tenders in the exchange offer for
the purpose of participating in a distribution of the exchange notes may be
deemed to have received restricted securities and, if so, will be required to
comply with the registration and prospectus delivery requirements of the
Securities Act in connection with any resale transaction.

  YOUR ORIGINAL NOTES WILL NOT BE ACCEPTED FOR EXCHANGE IF YOU FAIL TO FOLLOW
THE EXCHANGE OFFER PROCEDURES

     We will issue exchange notes pursuant to the exchange offer only after a
timely receipt of your original notes, a properly completed and duly executed
letter of transmittal and all other required documents. Therefore, if you want
to tender your original notes, please allow sufficient time to ensure timely
delivery. If we do not receive your original notes, letter of transmittal and
other required documents by the expiration date of the exchange offer, we will
not accept your original notes for exchange. We are under no duty to give
notification of defects or irregularities with respect to the tenders of
original notes for exchange. If there are defects or irregularities with respect
to your tender of original notes, we will not accept your original notes for
exchange.

 IF YOU DO NOT EXCHANGE YOUR ORIGINAL NOTES, YOUR ORIGINAL NOTES WILL CONTINUE
 TO BE SUBJECT TO THE EXISTING TRANSFER RESTRICTIONS AND YOU MAY BE UNABLE TO
 SELL YOUR OUTSTANDING ORIGINAL NOTES

     We did not register the original notes, nor do we intend to do so following
the exchange offer. Original notes that are not tendered will therefore continue
to be subject to the existing transfer restrictions and may be transferred only
in limited circumstances under applicable securities laws. If you do not
exchange your original notes, you will lose your right to have your original
notes registered under the federal securities laws. As a result, if you hold
original notes after the exchange offer, you may be unable to sell your original
notes. We have no obligation, except in limited circumstances, nor do we
currently intend, to file an additional registration statement to cover the
resale of original notes that did not tender in the exchange offer or to re-
offer to exchange the exchange notes for original notes following the expiration
of the exchange offer.

                                        9
<PAGE>

RISKS RELATED TO AN INVESTMENT IN THE NOTES

 THE FOLLOWING RISK FACTORS APPLY TO BOTH THE ORIGINAL NOTES AND THE EXCHANGE
 NOTES.

 HIGH LEVERAGE AND RESTRICTIVE COVENANTS -- OUR SUBSTANTIAL INDEBTEDNESS COULD
 ADVERSELY AFFECT OUR FINANCIAL CONDITION AND PREVENT US FROM FULFILLING OUR
 OBLIGATIONS UNDER THE NOTES

     Substantial Leverage.  We now have, and after this offering will continue
to have, a significant amount of indebtedness. In addition, despite current debt
levels, the terms of the indentures governing the notes and our other securities
do not prohibit us or our subsidiaries from incurring substantially more debt.
If new debt is added to our consolidated debt level, the related risks that we
now face could intensify. The following table shows certain important financial
data and credit ratios (assuming we had completed the May 2003 note offering to
which this exchange offer relates, redeemed our 9.25% senior notes due 2006,
closed our new senior secured credit facility and repaid the Term B loan under
our previous senior secured credit facility with the proceeds of the new senior
secured credit facility, as if each had occurred as of March 31, 2003):

<Table>
<Caption>
                                                              AT MARCH 31, 2003
                                                              -----------------
                                                               (IN THOUSANDS)
<S>                                                           <C>
Total debt, including current maturities....................     $1,873,378
Stockholders' equity(1).....................................        209,214
Ratio of total debt to stockholders' equity.................          8.95x
</Table>

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

(1) We adjusted stockholders' equity of $240.8 million at March 31, 2003 by
    $31.6 million to reflect the 4.625% premium paid in connection with, and
    additional interest accruing prior to, the redemption of our 9.25% senior
    notes due 2006 and write-offs of unamortized deferred debt issuance costs
    associated with such notes and our previous senior secured credit facility.

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

     Our substantial indebtedness could have important consequences to holders
of the notes. For example, it could:

     - make it more difficult for us to satisfy our obligations with respect to
       the notes;

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

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

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

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

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

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

     Ability to Service Debt.  We cannot assure you that our business will
generate cash in an amount sufficient to enable us to service our debt,
including the notes, or to fund our other liquidity needs. We expect that
substantial amounts of our debt will come due prior to the final maturity date
of the notes, which we will be required to repay or refinance. Our 5.75%
convertible subordinated note due 2006, our 5% convertible subordinated notes
due 2007, our 9.25% senior note due 2008 and our 10.5% convertible subordinated
notes
                                        10
<PAGE>

due 2009 and amounts outstanding under our new senior secured credit facility
will mature prior to the 2013 maturity date of the notes and will be payable in
cash unless the holders of the convertible notes elect to convert the principal
amount of such notes into our common stock. In addition, we may need to
refinance all or a portion of our debt, including the notes, on or before
maturity. In June 2003 we repurchased our 9.25% senior notes due 2006 using the
proceeds of the May 2003 note offering to which this exchange offer relates. We
cannot assure you that we will be able to refinance any of our debt on
commercially reasonable terms or at all.

 EFFECTIVE SUBORDINATION OF THE NOTES TO LIABILITIES OF OUR SUBSIDIARIES -- YOUR
 RIGHT TO RECEIVE PAYMENTS ON THE NOTES FROM FUNDS PROVIDED BY OUR SUBSIDIARIES
 IS JUNIOR IN RIGHT OF PAYMENT TO THE CLAIMS OF THE CREDITORS OF OUR
 SUBSIDIARIES

     We conduct a large portion of our operations through our subsidiaries.
Accordingly, our ability to meet our cash obligations is dependent upon the
ability of our subsidiaries to make cash payments to us. We expect distributions
from our subsidiaries to be a large source of funds for payment of interest on
the notes. The claims of creditors (including trade creditors) of any subsidiary
will generally have priority as to the assets of such subsidiary over the claims
of the holders of the notes. In the event of a liquidation of any of our
subsidiaries, our right to receive the assets of any such subsidiary (and the
resulting right of the holders of the notes to participate in the distribution
of the proceeds of those assets) will effectively be subordinated by operation
of law to the claims of creditors (including trade creditors) of such subsidiary
and holders of such subsidiary's preferred stock and any guarantees by such
subsidiary of our indebtedness. In the event of the liquidation, bankruptcy,
reorganization, insolvency, receivership or similar proceeding or any assignment
for the benefit of our creditors or a marshaling of our assets or liabilities,
holders of the notes may receive ratably less than other such creditors or
interest holders. Assuming we had completed the May 2003 note offering to which
this exchange offer relates, redeemed our 9.25% senior notes due 2006, closed
the new senior secured credit facility and repaid the Term B loan under our
previous senior secured credit facility with the proceeds of the new senior
credit facility, as if each had occurred as of March 31, 2003, the notes would
have been effectively subordinated to $272.6 million of indebtedness and other
liabilities of our subsidiaries, including trade payables but excluding
intercompany obligations.

 FINANCING CHANGE OF CONTROL OFFER -- WE MAY NOT HAVE, OR BE ABLE TO RAISE, THE
 FUNDS NECESSARY TO FINANCE AN OFFER TO REPURCHASE THE NOTES FOLLOWING A CHANGE
 OF CONTROL OR WE MAY BE PROHIBITED FROM DOING SO BY OUR SECURED CREDIT
 FACILITIES.

     Upon the occurrence of a change of control, we must offer to repurchase all
outstanding notes. However, it is possible that we will not have sufficient
funds at the time of the change of control to make the required repurchases of
notes or that restrictions in our credit facilities or other debt agreements may
not allow such repurchases.

 DIFFICULTIES IN ENFORCING 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, or other amounts
payable with respect to the notes may be not collectible within the U.S. If
holders of notes intend to enforce a judgment obtained in the U.S. against our
assets located outside the U.S., they may be subject to additional procedures
and other difficulties which would not be required for enforcement of such
judgment in the U.S.

                               PRIVATE PLACEMENT

     We issued $425 million in principal amount of the original notes dated as
of May 8, 2003 to the initial purchasers of those notes and received proceeds
that after deducting expenses and commissions represented an aggregate of $416.2
million in net proceeds. We issued the original notes to the initial purchasers
in a transaction exempt from or not subject to registration under the Securities
Act. The initial purchasers then

                                        11
<PAGE>

offered and resold the original notes to qualified institutional buyers in
compliance with Rule 144A or non-U.S. persons in compliance with Regulation S
under the Securities Act.

                                USE OF PROCEEDS

     We are making the exchange offer to satisfy our obligations under the
original notes, the Indenture and the Registration Rights Agreement. We will not
receive any cash proceeds from the exchange offer. In consideration of issuing
the exchange notes in the exchange offer, we will receive an equal principal
amount of original notes. Any original notes that are properly tendered and
accepted in the exchange offer will be canceled and retired and cannot be
reissued.

                       RATIO OF EARNINGS TO FIXED CHARGES

     The following table sets forth our ratio of earnings to fixed charges for
the periods indicated.

<Table>
<Caption>
                                                           YEAR ENDED DECEMBER 31,
                                  THREE MONTHS ENDED   --------------------------------
                                    MARCH 31, 2003     2002   2001   2000   1999   1998
                                  ------------------   ----   ----   ----   ----   ----
<S>                               <C>                  <C>    <C>    <C>    <C>    <C>
Ratio...........................        --x(1)         --x(1) --x(1) 2.2x   2.3x   4.1x
</Table>

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

(1) The ratio of earnings to fixed charges was less than 1:1 for the three
    months ended March 31, 2003. In order to achieve a ratio of earnings to
    fixed charges of 1:1, we would have had to generate an additional $40.7
    million of earnings in the three months ended March 31, 2003. The ratio of
    earnings to fixed charges was less than 1:1 for the year ended December 31,
    2002. In order to achieve a ratio of earnings to fixed charges of 1:1, we
    would have had to generate an additional $564.3 million of earnings in the
    year ended December 31, 2002. The ratio of earnings to fixed charges was
    less than 1:1 for the year ended December 31, 2001. In order to achieve a
    ratio of earnings to fixed charges of 1:1, we would have had to generate an
    additional $438.5 million of earnings in the year ended December 31, 2001.

                                        12
<PAGE>

                                 CAPITALIZATION

     The following table sets forth our cash and cash equivalents and total
capitalization as of March 31, 2003 (1) on a historical basis and (2) as
adjusted to give effect to this offering, the redemption of our 9.25% senior
notes due 2006, the closing of the new senior secured credit facility and the
repayment of the Term B loan under our previous senior secured credit facility
with the proceeds of the new senior secured credit facility, as if each had
occurred as of March 31, 2003. You should read the as adjusted capitalization
data set forth in the table below in conjunction with "Use of Proceeds,"
"Selected Consolidated Financial Data," "Management's Discussion and Analysis of
Financial Condition and Results of Operations," and our consolidated financial
statements and the notes thereto, incorporated by reference into this
Registration Statement.

<Table>
<Caption>
                                                                 AT MARCH 31, 2003
                                                              ------------------------
                                                                ACTUAL     AS ADJUSTED
                                                              ----------   -----------
                                                                   (IN THOUSANDS)
<S>                                                           <C>          <C>
Cash and cash equivalents...................................  $  351,485   $  390,409
                                                              ==========   ==========
Long-term debt and short-term borrowings:
  Old senior secured credit facilities:
     Term B loan due September 2005, LIBOR plus 4.00%.......  $   96,868   $       --
     $100.0 million revolving line of credit due March 2005,
       LIBOR plus 3.75%.....................................          --           --
  New senior secured credit facilities:
     Term loan due January 2006, LIBOR plus 4.00%...........          --      170,000
     $30.0 million revolving line of credit due October
       2005, LIBOR plus 4.25%...............................          --           --
  9.25% Senior notes due May 2006...........................     425,000           --
  9.25% Senior notes due February 2008......................     500,000      500,000
  7.75% Senior notes due May 2013...........................          --      425,000
  10.50% Senior subordinated notes due May 2009.............     200,000      200,000
  5.75% Convertible subordinated notes due June 2006........     250,000      250,000
  5.00% Convertible subordinated notes due March 2007.......     258,750      258,750
  Other debt................................................      69,628       69,628
                                                              ----------   ----------
  Total debt................................................   1,800,246    1,873,378
                                                              ----------   ----------
Total stockholders' equity(1)...............................     240,811      209,214
                                                              ----------   ----------
Total capitalization........................................  $2,041,057   $2,082,592
                                                              ==========   ==========
</Table>

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

(1) We adjusted stockholders' equity of $240.8 million at March 31, 2003 by
    $31.6 million to reflect the 4.625% premium to be paid in connection with,
    and additional interest accruing prior to, the redemption of our 9.25%
    senior notes due 2006 and write-offs of unamortized deferred debt issuance
    costs associated with such notes and our previous senior secured credit
    facility.

                                        13
<PAGE>

                               THE EXCHANGE OFFER

PURPOSE OF THE EXCHANGE OFFER

     In connection with the sale of the original notes, we entered into a
Registration Rights Agreement with the initial purchasers of the original notes.
In that agreement, we agreed to file a registration statement relating to an
offer to exchange the original notes for the exchange notes. We also agreed to
use commercially reasonable efforts to have the SEC declare that registration
statement effective by December 5, 2003. We are offering the exchange notes
under this prospectus in an exchange offer for the original notes to satisfy our
obligations under the Registration Rights Agreement. We refer to our offer to
exchange the exchange notes for the original notes as the "exchange offer."

RESALE OF EXCHANGE NOTES

     Based on interpretations of the SEC staff in no-action letters issued to
third parties, we believe that each exchange note issued in the exchange offer
may be offered for resale, resold and otherwise transferred by you without
compliance with the registration and prospectus delivery requirements of the
Securities Act if:

     - you are not our affiliate within the meaning of Rule 405 under the
       Securities Act,

     - you acquire such exchange notes in the ordinary course of your business,

     - you do not intend to participate in the distribution of exchange notes,
       and

     - you are not a broker-dealer that will receive exchange notes for your own
       account in exchange for original notes that you acquired as a result of
       market-making activities or other trading activities.

     If you tender your original notes in the exchange offer with the intention
of participating in any manner in a distribution of the exchange notes, you:

     - cannot rely on such interpretations of the SEC staff, and

     - must comply with the registration and prospectus delivery requirements of
       the Securities Act in connection with a secondary resale transaction of
       the exchange notes.

     Unless an exemption from registration is otherwise available, the resale by
any security holder intending to distribute exchange notes should be covered by
an effective registration statement under the Securities Act containing the
selling security holder's information required by Item 507 or Item 508, as
applicable, of Regulation S-K under the Securities Act. This prospectus may be
used for an offer to resell, a resale or other retransfer of exchange notes only
as specifically described in this prospectus. Each broker-dealer that receives
exchange notes for its own account in exchange for original notes, where that
broker-dealer acquired such original notes as a result of market-making
activities or other trading activities, must acknowledge that it will deliver a
prospectus in connection with any resale of such exchange notes. Please read
"Plan of Distribution" for more details regarding the transfer of exchange
notes.

TERMS OF THE EXCHANGE OFFER

     Upon the terms and subject to the conditions described in this prospectus
and in the letter of transmittal, we will accept for exchange any original notes
properly tendered and not withdrawn prior to the expiration date of the exchange
offer. We will issue $1,000 principal amount of exchange notes in exchange for
each $1,000 principal amount of original notes surrendered under the exchange
offer and accepted by us. Original notes may be tendered only in integral
multiples of $1,000.

     The exchange offer is not conditioned on any minimum aggregate principal
amount of original notes being tendered for exchange.

     As of the date of this prospectus, $425 million principal amount of
original notes are outstanding. This prospectus and the letter of transmittal
are being sent to all registered holders of the original notes. There will

                                        14
<PAGE>

be no fixed record date for determining registered holders of the original notes
entitled to participate in the exchange offer.

     We intend to conduct the exchange offer in accordance with the provisions
of the Registration Rights Agreement, the applicable requirements of the
Securities Act and the Exchange Act, and the SEC rules and regulations. Original
notes that are not tendered for exchange in the exchange offer:

     - will remain outstanding,

     - will continue to accrue interest, and

     - will be entitled to the rights and benefits that holders have under the
       Indenture relating to the notes and, under limited circumstances, the
       Registration Rights Agreement.

     We will be deemed to have accepted for exchange properly tendered original
notes when we have given oral or written notice of the acceptance to the
exchange agent and complied with the applicable provisions of the Registration
Rights Agreement. The exchange agent will act as agent for the tendering holders
for the purposes of receiving the exchange notes from us.

     If you tender original notes in the exchange offer, you will not be
required to pay brokerage commissions or fees or, subject to the instructions in
the letter of transmittal, transfer taxes with respect to the exchange of
original notes. We will pay all charges and expenses, other than certain
applicable taxes described below, in connection with the exchange offer. It is
important that you read "The Exchange Offer -- Fees and Expenses" for more
details about fees and expenses incurred in the exchange offer.

     We will return any original notes that we do not accept for exchange for
any reason without expense to the tendering holder as promptly as practicable
after the expiration or termination of the exchange offer.

EXPIRATION DATE

     The exchange offer will expire at 5:00 p.m., New York City time, on
          , 2003, unless at our sole discretion we extend the offer.

EXTENSIONS, DELAY IN ACCEPTANCE, TERMINATION OR AMENDMENT

     We expressly reserve the right, at any time or at various times, to extend
the period of time during which the exchange offer is open. We may delay
acceptance for exchange of any original notes by giving oral or written notice
of the extension to their holders. During any such extensions, all original
notes you have previously tendered will remain subject to the exchange offer for
that series, and we may accept them for exchange.

     To extend the exchange offer, we will notify the exchange agent orally or
in writing of any extension. We also will make a public announcement of the
extension no later than 9:00 a.m., New York City time, on the next business day
after the previously scheduled expiration date.

     If any of the conditions described below under "The Exchange
Offer -- Conditions to the Exchange Offer" have not been satisfied with respect
to the exchange offer, we reserve the right, at our sole discretion:

     - to extend the exchange offer,

     - to delay accepting for exchange any original notes, or

     - to terminate the exchange offer.

     We will give oral or written notice of such extension, delay or termination
to the exchange agent. Subject to the terms of the Registration Rights
Agreement, we also reserve the right to amend the terms of the exchange offer in
any manner.

     Any such extension, delay in acceptance, termination or amendment will be
followed as promptly as practicable by oral or written notice thereof to the
registered holders of the original notes. If we amend the exchange offer in a
manner that we determine to constitute a material change, we will promptly
disclose that
                                        15
<PAGE>

amendment by means of a prospectus supplement. We will distribute the supplement
to the registered holders of the original notes. Depending on the significance
of the amendment and the manner of disclosure to the registered holders, we will
extend the exchange offer if the exchange offer would otherwise expire during
such period.

     Without limiting the manner in which we may choose to make public
announcements of any extension, delay in acceptance, termination or amendment of
the exchange offer, we have no obligation to publish, advertise or otherwise
communicate any such public announcement, other than by making a timely release
to an appropriate news agency.

CONDITIONS TO THE EXCHANGE OFFER

     Despite any other term of the exchange offer, we will not be required to
accept for exchange, or exchange any exchange notes for any original notes, and
we may terminate the exchange offer as provided in this prospectus before
accepting any original notes for exchange, if in our reasonable judgment:

     - the exchange offer, or the making of any exchange by a holder of the
       original notes, would violate applicable law or any applicable
       interpretation of the SEC staff, or

     - any action or proceeding has been instituted or threatened in any court
       or by or before any governmental agency with respect to the exchange
       offer that, in our judgment, would reasonably be expected to impair our
       ability to proceed with the exchange offer.

     In addition, we will not be obligated to accept for exchange the original
notes of any holder that has not made to us:

     - the representations described under "The Exchange Offer -- Procedures for
       Tendering" and "Plan of Distribution," and

     - such other representations as may be reasonably necessary under
       applicable SEC rules, regulations or interpretations to make available to
       us an appropriate form for registering the exchange notes under the
       Securities Act.

     We expressly reserve the right to amend or terminate the exchange offer,
and to reject for exchange any original notes not previously accepted for
exchange in the exchange offer, upon the occurrence of any of the conditions to
the exchange offer specified above. We will give oral or written notice of any
extension, non-acceptance, termination or amendment to the holders of the
original notes as promptly as practicable.

     These conditions are for our sole benefit, and we may assert them or waive
them in whole or in part at any time or at various times at our sole discretion.
Our failure at any time to exercise any of these rights will not mean that we
have waived our rights. Each right will be deemed an ongoing right that we may
assert at any time or at various times.

     In addition, we will not accept for exchange any original notes tendered,
and will not issue exchange notes in exchange for any such original notes, if at
such time any stop order has been threatened or is in effect with respect to the
registration statement of which this prospectus constitutes a part or the
qualification of the Indenture relating to the notes under the Trust Indenture
Act of 1939.

PROCEDURES FOR TENDERING

  HOW TO TENDER GENERALLY

     Only a holder of the original notes may tender such original notes in the
exchange offer. To tender in the exchange offer, a holder must either (1) comply
with the procedures for physical tender or (2) comply with the automated tender
offer program procedures of The Depository Trust Company, or "DTC," described
below.

                                        16
<PAGE>

     To complete a physical tender, a holder must:

     - complete, sign and date the letter of transmittal or a facsimile of the
       letter of transmittal,

     - have the signature on the letter of transmittal guaranteed if the letter
       of transmittal so requires,

     - mail or deliver the letter of transmittal or facsimile to the exchange
       agent prior to the expiration date, and

     - deliver the original notes to the exchange agent prior to the expiration
       date or comply with the guaranteed delivery procedures described below.

     To be tendered effectively, the exchange agent must receive any physical
delivery of the letter of transmittal and other required documents at its
address provided above under "The Exchange Agent" prior to the expiration date.

     To complete a tender through DTC's automated tender offer program, the
exchange agent must receive, prior to the expiration date, a timely confirmation
of book-entry transfer of such original notes into the exchange agent's account
at DTC according to the procedure for book-entry transfer described below or a
properly transmitted agent's message.

     The tender by a holder that is not withdrawn prior to the expiration date
and our acceptance of that tender will constitute an agreement between the
holder and us in accordance with the terms and subject to the conditions
described in this prospectus and in the letter of transmittal.

     THE METHOD OF DELIVERY OF ORIGINAL NOTES, THE LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT YOUR ELECTION AND RISK.
RATHER THAN MAIL THESE ITEMS, WE RECOMMEND THAT YOU USE AN OVERNIGHT OR HAND
DELIVERY SERVICE. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO ENSURE
DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE. YOU SHOULD NOT SEND
THE LETTER OF TRANSMITTAL OR ORIGINAL NOTES TO US. YOU MAY REQUEST YOUR BROKER,
DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE TO EFFECT THE ABOVE
TRANSACTIONS FOR YOU.

  HOW TO TENDER IF YOU ARE A BENEFICIAL OWNER

     If you beneficially own original notes that are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee and you wish to
tender those notes, you should contact the registered holder as soon as possible
and instruct the registered holder to tender on your behalf. If you are a
beneficial owner and wish to tender on your own behalf, you must, prior to
completing and executing the letter of transmittal and delivering your original
notes, either:

     - make appropriate arrangements to register ownership of the original notes
       in your name, or

     - obtain a properly completed bond power from the registered holder of your
       original notes.

     The transfer of registered ownership may take considerable time and may not
be completed prior to the expiration date.

SIGNATURES AND SIGNATURE GUARANTEES

     You must have signatures on a letter of transmittal or a notice of
withdrawal described below under "The Exchange Offer -- Withdrawal of Tenders"
guaranteed by an eligible institution unless the original notes are tendered:

     - by a registered holder who has not completed the box entitled "Special
       Issuance Instructions" or "Special Delivery Instructions" on the letter
       of transmittal, or

     - for the account of an eligible institution.

                                        17
<PAGE>

     An "eligible institution" is a member firm of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.,
a commercial bank or trust company having an office or correspondent in the
United States, or an eligible guarantor institution within the meaning of Rule
17Ad-15 under the Exchange Act, that is a member of one of the recognized
signature guarantee programs identified in the letter of transmittal.

WHEN ENDORSEMENTS OR BOND POWERS ARE NEEDED

     If a person other than the registered holder of any original notes signs
the letter of transmittal, the original notes must be endorsed or accompanied by
a properly completed bond power. The registered holder must sign the bond power
as the registered holder's name appears on the original notes. An eligible
institution must guarantee that signature.

     If the letter of transmittal or any original notes or bond powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact, or
officers of corporations or others acting in a fiduciary or representative
capacity, those persons should so indicate when signing. Unless we waive this
requirement, they also must submit evidence satisfactory to us of their
authority to deliver the letter of transmittal.

TENDERING THROUGH DTC'S AUTOMATED TENDER OFFER PROGRAM

     The exchange agent and DTC have confirmed that any financial institution
that is a participant in DTC's system may use DTC's automated tender offer
program to tender. Accordingly, participants in the program may, instead of
physically completing and signing the letter of transmittal and delivering it to
the exchange agent, transmit their acceptance of the exchange offer
electronically. They may do so by causing DTC to transfer the original notes to
the exchange agent in accordance with its procedures for transfer. DTC will then
send an agent's message to the exchange agent.

     An agent's message is a message transmitted by DTC to and received by the
exchange agent and forming part of the book-entry confirmation, stating that:

     - DTC has received an express acknowledgment from a participant in DTC's
       automated tender offer program that is tendering original notes that are
       the subject of such book-entry confirmation,

     - the participant has received and agrees to be bound by the terms of the
       letter of transmittal, or, in the case of an agent's message relating to
       guaranteed delivery, the participant has received and agrees to be bound
       by the applicable notice of guaranteed delivery, and

     - we may enforce the agreement against such participant.

DETERMINATIONS UNDER THE EXCHANGE OFFER

     We will determine at our sole discretion all questions as to the validity,
form, eligibility, time of receipt, acceptance of tendered original notes and
withdrawal of tendered original notes. Our determination will be final and
binding. We reserve the absolute right to reject any original notes not properly
tendered or any original notes our acceptance of which, in the opinion of our
counsel, might be unlawful. We also reserve the right to waive any defects,
irregularities or conditions of the exchange offer as to particular original
notes. Our interpretation of the terms and conditions of the exchange offer,
including the instructions in the letter of transmittal, will be final and
binding on all parties.

     Unless waived, any defects or irregularities in connection with tenders of
original notes must be cured within such time as we determine. Neither we, the
exchange agent nor any other person will be under any duty to give notification
of defects or irregularities with respect to tenders of original notes, nor will
we or those persons incur any liability for failure to give such notification.
Tenders of original notes will not be deemed made until such defects or
irregularities have been cured or waived. Any original notes received by the
exchange agent that are not properly tendered and as to which the defects or
irregularities have not been cured or waived will be returned to the tendering
holder, unless otherwise provided in the letter of transmittal, as soon as
practicable following the expiration date.

                                        18
<PAGE>

WHEN WE WILL ISSUE EXCHANGE NOTES

     In all cases, we will issue exchange notes for original notes that we have
accepted for exchange in the exchange offer only after the exchange agent timely
receives:

     - original notes or a timely book-entry confirmation of transfer of such
       original notes into the exchange agent's account at DTC, and

     - a properly completed and duly executed letter of transmittal and all
       other required documents or a properly transmitted agent's message.

RETURN OF ORIGINAL NOTES NOT ACCEPTED OR EXCHANGED

     If we do not accept any tendered original notes for exchange for any reason
described in the terms and conditions of the exchange offer or if original notes
are submitted for a greater principal amount than the holder desires to
exchange, we will return the unaccepted or non-exchanged original notes without
expense to their tendering holder. In the case of original notes tendered by
book-entry transfer into the exchange agent's account at DTC according to the
procedures described below, such non-exchanged original notes will be credited
to an account maintained with DTC. These actions will occur as promptly as
practicable after the expiration or termination of the exchange offer.

YOUR REPRESENTATIONS TO US

     By signing or agreeing to be bound by the letter of transmittal, you will
represent to us that, among other things:

     - any exchange notes you receive will be acquired in the ordinary course of
       your business,

     - you have no arrangement or understanding with any person to participate
       in the distribution of the original notes or the exchange notes within
       the meaning of the Securities Act,

     - you are not our affiliate, as defined in Rule 405 under the Securities
       Act, or, if you are our affiliate, you will comply with the applicable
       registration and prospectus delivery requirements of the Securities Act,

     - if you are not a broker-dealer, you are not engaged in and do not intend
       to engage in the distribution of the exchange notes, and

     - if you are a broker-dealer that will receive exchange notes for your own
       account in exchange for original notes that you acquired as a result of
       market-making activities or other trading activities, you will deliver a
       prospectus in connection with any resale of such exchange notes.

BOOK-ENTRY TRANSFER

     The exchange agent will make a request to establish an account with respect
to the original notes at DTC for purposes of the exchange offer promptly after
the date of this prospectus. Any financial institution participating in DTC's
system may make book-entry delivery of original notes by causing DTC to transfer
such original notes into the exchange agent's account at DTC in accordance with
DTC's procedures for transfer. If you are unable to deliver confirmation of the
book-entry tender of your original notes into the exchange agent's account at
DTC or all other documents required by the letter of transmittal to the exchange
agent on or prior to the expiration date, you must tender your original notes
according to the guaranteed delivery procedures described below.

GUARANTEED DELIVERY PROCEDURES

     If you wish to tender your original notes but they are not immediately
available or if you cannot deliver your original notes, the letter of
transmittal or any other required documents to the exchange agent or comply with
the applicable procedures under DTC's automated tender offer program prior to
the expiration date, you may tender if:

     - the tender is made through a member firm of a registered national
       securities exchange or of the National Association of Securities Dealers,
       Inc., a commercial bank or trust company having an office or
       correspondent in the United States, or an eligible guarantor institution,
                                        19
<PAGE>

     - prior to the expiration date, the exchange agent receives from such
       member firm of a registered national securities exchange or of the
       National Association of Securities Dealers, Inc., commercial bank or
       trust company having an office or correspondent in the United States, or
       eligible guarantor institution either a properly completed and duly
       executed notice of guaranteed delivery by facsimile transmission, mail or
       hand delivery or a properly transmitted agent's message and notice of
       guaranteed delivery:

      - stating your name and address, the registered number(s) of your original
        notes and the principal amount of original notes tendered,

      - stating that the tender is being made thereby, and

      - guaranteeing that, within three Nasdaq trading days after the expiration
        date, the letter of transmittal or facsimile thereof or agent's message
        in lieu thereof, together with the original notes or a book-entry
        confirmation, and any other documents required by the letter of
        transmittal will be deposited by the eligible guarantor institution with
        the exchange agent,

     - the exchange agent receives such properly completed and executed letter
       of transmittal or facsimile or agent's message, as well as all tendered
       original notes in proper form for transfer or a book-entry confirmation,
       and all other documents required by the letter of transmittal, within
       three Nasdaq trading days after the expiration date.

     Upon request to the exchange agent, the exchange agent will send a notice
of guaranteed delivery to you if you wish to tender your original notes
according to the guaranteed delivery procedures described above.

WITHDRAWAL OF TENDERS

     Except as otherwise provided in this prospectus, you may withdraw your
tender at any time prior to 5:00 p.m., New York City time, on the expiration
date.

     For a withdrawal to be effective:

     - the exchange agent must receive a written notice of withdrawal at one of
       the addresses listed above under "The Exchange Agent," or

     - the withdrawing holder must comply with the appropriate procedures of
       DTC's automated tender offer program.

     Any notice of withdrawal must:

     - specify the name of the person who tendered the original notes to be
       withdrawn,

     - identify the original notes to be withdrawn, including the registration
       number or numbers and the principal amount of such original notes,

     - be signed by the person who tendered the original notes in the same
       manner as the original signature on the letter of transmittal used to
       deposit those original notes or be accompanied by documents of transfer
       sufficient to permit the Trustee to register the transfer in the name of
       the person withdrawing the tender, and

     - specify the name in which such original notes are to be registered, if
       different from that of the person who tendered the original notes.

     If original notes have been tendered under the procedure for book-entry
transfer described above, any notice of withdrawal must specify the name and
number of the account at DTC to be credited with the withdrawn original notes
and otherwise comply with the procedures of DTC.

     We will determine all questions as to the validity, form, eligibility and
time of receipt of notice of withdrawal, and our determination shall be final
and binding on all parties. We will deem any original notes so withdrawn not to
have been validly tendered for exchange for purposes of the exchange offer.

                                        20
<PAGE>

     Any original notes that have been tendered for exchange but that are not
exchanged for any reason will be returned to their holder without cost to the
holder, or, in the case of original notes tendered by book-entry transfer into
the exchange agent's account at DTC according to the procedures described above,
such original notes will be credited to an account maintained with DTC for the
original notes. This return or crediting will take place as soon as practicable
after withdrawal, rejection of tender or termination of the exchange offer. You
may retender properly withdrawn original notes by following one of the
procedures described under "The Exchange Offer -- Procedures for Tendering" at
any time on or prior to 5:00 p.m., New York City time, on the expiration date.

FEES AND EXPENSES

  WE WILL BEAR THE EXPENSES OF SOLICITING TENDERS. THE PRINCIPAL SOLICITATION IS
  BEING MADE BY MAIL; HOWEVER, WE MAY MAKE ADDITIONAL SOLICITATION BY FACSIMILE,
  EMAIL, TELEPHONE OR IN PERSON BY OUR OFFICERS AND REGULAR EMPLOYEES AND THOSE
  OF OUR AFFILIATES.

     We have not retained any dealer-manager in connection with the exchange
offer and will not make any payments to broker-dealers or others soliciting
acceptances of the exchange offer. We will, however, pay the exchange agent
reasonable and customary fees for its services and reimburse it for its related
reasonable out-of-pocket expenses. We may also pay brokerage houses and other
custodians, nominees and fiduciaries the reasonable out-of-pocket expenses
incurred by them in forwarding copies of this prospectus, letters of transmittal
and related documents to the beneficial owners of the original notes and in
handling or forwarding tenders for exchange.

     We will pay the cash expenses to be incurred in connection with the
exchange offer. They include:

     - SEC registration fees for the exchange notes,

     - fees and expenses of the exchange agent and the Trustee,

     - accounting and legal fees,

     - printing costs, and

     - related fees and expenses.

TRANSFER TAXES

     If you tender your original notes for exchange, you will not be required to
pay any transfer taxes. We will pay all transfer taxes, if any, applicable to
the exchange of original notes in the exchange offer. The tendering holder will,
however, be required to pay any transfer taxes, whether imposed on the
registered holder or any other person, if:

     - certificates representing exchange notes or original notes for principal
       amounts not tendered or accepted for exchange are to be delivered to, or
       are to be issued in the name of, any person other than the registered
       holder of the original notes tendered,

     - tendered original notes are registered in the name of any person other
       than the person signing the letter of transmittal, or

     - a transfer tax is imposed for any reason other than the exchange of
       original notes for exchange notes in the exchange offer.

     If satisfactory evidence of payment of any transfer taxes payable by a
tendering holder is not submitted with the letter of transmittal, the amount of
such transfer taxes will be billed directly to that tendering holder. The
exchange agent will retain possession of exchange notes with a face amount equal
to the amount of the transfer taxes due until it receives payment of the taxes.

                                        21
<PAGE>

CONSEQUENCES OF FAILURE TO EXCHANGE

     If you do not exchange your original notes for exchange notes in the
exchange offer, you will remain subject to the existing restrictions on transfer
of the original notes. In general, you may not offer or sell the original notes
unless either they are registered under the Securities Act or the offer or sale
is exempt from or not subject to registration under the Securities Act and
applicable state securities laws. Except as required by the Registration Rights
Agreement, we do not intend to register resales of the original notes under the
Securities Act. We have no obligation to re-offer to exchange the exchange notes
for original notes following the expiration of the exchange offer.

     The tender of original notes in the exchange offer will reduce the
outstanding principal amount of the original notes. Due to the corresponding
reduction in liquidity, this may have an adverse effect on, and increase the
volatility of, the market price of any original notes that you continue to hold.

OTHER

     Participation in the exchange offer is voluntary, and you should carefully
consider whether to accept. You are urged to consult your financial and tax
advisors in making your decision on what action to take. In the future, we may
seek to acquire untendered original notes in open market or privately negotiated
transactions, through subsequent exchange offers or otherwise. We have no
present plan to acquire any original notes that are not tendered in the exchange
offer or to file a registration statement to permit resales of any untendered
original notes, except as required by the Registration Rights Agreement.

                            DESCRIPTION OF THE NOTES

     You can find the definitions of certain terms used in this description
under the caption "-- Certain Definitions." In this description, the word
"Amkor" refers only to Amkor Technology, Inc. and not to any of its Subsidiaries
and the term "Notes" refers to both the original notes and the exchange notes.

     Amkor will issue the exchange notes under the Indenture (the "Indenture")
between itself and U.S. Bank National Association, as trustee (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.

     The following description is a summary of the material provisions of the
Indenture. It does not restate that agreement in its entirety. We urge you to
read the Indenture because it, and not this description, defines your rights as
holders of the Notes. Copies of the Indenture are available as described below
under the caption "Available Information."

RANKING

     The Notes are:

     - general obligations of Amkor;

     - effectively subordinated in right of payment to existing and future
       secured debt, if any, including our obligations under our secured bank
       facilities, to the extent of such security, and to all existing and
       future debt and other liabilities of our subsidiaries, including trade
       payables;

     - equal in right of payment with all our existing and future unsecured
       senior debt, including our 9.25% senior notes due February 15, 2008; and

     - senior in right of payment to all our existing and future debt that
       expressly provides that it is subordinated to the Notes, including our
       10.50% senior subordinated notes due 2009, our 5.75% convertible
       subordinated notes due 2006 and our 5.00% convertible subordinated notes
       due 2007.

     The Notes are "Designated Senior Debt" for purposes of the indentures
governing our 10.50% senior subordinated notes due 2009, our 5.75% convertible
subordinated notes due 2006 and our 5.00% convertible subordinated notes due
2007.

                                        22
<PAGE>

     Assuming we had completed the May 2003 note offering to which this exchange
offer relates, redeemed our 9.25% senior notes due 2006, closed our new senior
secured credit facility and repaid the Term B loan under our previous senior
secured credit facility with the proceeds of the new senior secured credit
facility, as if each occurred as of March 31, 2003, Amkor would have had total
senior secured debt of $170 million on that date. In addition, our subsidiaries
would have had total liabilities of approximately 272.6 million, including trade
payables but excluding intercompany obligations. The Indenture will permit us to
incur additional senior secured debt and subsidiary indebtedness.

     We conduct a large portion of our operations through our Subsidiaries.
Accordingly, our ability to meet our cash obligations is dependent upon the
ability of our Subsidiaries to make cash payments to us. Payments from our
Subsidiaries are expected to be a large source of funds for payment of interest
on the Notes. The claims of creditors (including trade creditors) of any
Subsidiary will generally have priority as to the assets of such Subsidiary over
the claims of the holders of the Notes. In the event of a liquidation of any of
our Subsidiaries, our right to receive the assets of any such Subsidiary (and
the resulting right of the holders of the Notes to participate in the
distribution of the proceeds of those assets) will effectively be subordinated
by operation of law to the claims of creditors (including trade creditors) of
such Subsidiary and holders of such Subsidiary's preferred stock and any
Guarantees by such Subsidiary of Indebtedness of Amkor. If Amkor were a creditor
of such Subsidiary or a holder of its preferred stock, we would be entitled to
participate in the distribution of the proceeds of such Subsidiary's assets. Our
claims would, however, remain subordinate to any Indebtedness or preferred stock
of such Subsidiary that is senior in right of payment to the Indebtedness or
preferred stock held by us. In the event of the liquidation, bankruptcy,
reorganization, insolvency, receivership or similar proceeding or any assignment
for the benefit of our creditors or a marshaling of our assets or liabilities,
holders of the Notes may receive ratably less than other such creditors or
interest holders.

     As of the date of the Indenture, all our Subsidiaries will be "Restricted
Subsidiaries." However, under the circumstances described below under the
caption "-- Certain Covenants -- Designation of Restricted and Unrestricted
Subsidiaries," we will be permitted to designate certain of our Subsidiaries as
"Unrestricted Subsidiaries." Unrestricted Subsidiaries will not be subject to
many of the restrictive covenants in the Indenture.

PRINCIPAL, MATURITY AND INTEREST

     The Notes will mature on May 15, 2013.

     Interest on the Notes will accrue at the rate of 7.75% per annum and will
be payable semiannually in arrears on May 15 and November 15, commencing on
November 15, 2003. Amkor will make each interest payment to the Holders of
record of the Notes on the immediately preceding May 1 and November 1.

     Interest on the Notes will accrue from the date of original issuance or, if
interest has already been paid, from the date it was most recently paid.
Interest will be computed on the basis of a 360-day year comprised of twelve
30-day months.

     The interest rate on the Notes is subject to increase if Amkor does not
file a registration statement relating to the exchange offer on a timely basis,
if the registration statement is not declared effective on a timely basis or if
certain other conditions are not satisfied, all as further described under the
caption "Registration Rights; Liquidated Damages."

     All references to interest on the Notes include any such Liquidated Damages
that may be payable. Amkor will issue Notes in denominations of $1,000 and
integral multiples of $1,000.

OPTIONAL REDEMPTION

     Except as set forth below, the Notes will not be redeemable at the option
of Amkor prior to May 15, 2008. Starting on that date, Amkor may redeem all or
any portion of the Notes, at once or over time, after giving the required notice
under the Indenture. The Notes may be redeemed at the redemption prices set
forth below, plus accrued and unpaid interest and Liquidated Damages, if any, to
the redemption date (subject to the right of holders of record on the relevant
record date to receive interest due on the relevant interest
                                        23
<PAGE>

payment date). The following prices are for Notes redeemed during the 12-month
period commencing on May 15 of the years set forth below, and are expressed as
percentages of principal amount:

<Table>
<Caption>
REDEMPTION YEAR                                                PRICE
---------------                                               -------
<S>                                                           <C>
2008........................................................  103.875%
2009........................................................  102.583%
2010........................................................  101.292%
2011 and thereafter.........................................  100.000%
</Table>

REPURCHASE AT THE OPTION OF HOLDERS

  OFFER TO REPURCHASE UPON CHANGE OF CONTROL

     If a Change of Control occurs, each holder of the Notes will have the right
to require Amkor to repurchase all or any part (equal to $1,000 or an integral
multiple thereof) of that holder's Notes pursuant to an offer made by Amkor (the
"Change of Control Offer"). In the Change of Control Offer, Amkor will offer to
make a payment (the "Change of Control Payment" in cash equal to 101% of the
aggregate principal amount of Notes repurchased, plus accrued and unpaid
interest thereon and Liquidated Damages, if any, to the date of purchase. Within
30 days following any Change of Control, Amkor will mail a notice to each holder
of the Notes describing the transaction or transactions that constitute the
Change of Control and offering to repurchase Notes on the date specified in such
notice (the "Change of Control Payment Date"), pursuant to the procedures
required by the Indenture and described in such notice. Amkor will 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 the Notes as a result of a
Change of Control.

     On the Change of Control Payment Date, Amkor will, to the extent lawful:

          (1) accept for payment all Notes or portions thereof properly tendered
     pursuant to the Change of Control Offer;

          (2) 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

          (3) 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 Amkor.

     The Paying Agent will promptly mail to each holder of the Notes so tendered
the Change of Control Payment for such Notes, and the Trustee will 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, if any; provided that each such new Note will be in a principal
amount of $1,000 or an integral multiple thereof.

     Amkor will publicly announce the results of the Change of Control Offer on
or as soon as practicable after the Change of Control Payment Date.

     The provisions described above that require Amkor to make a Change of
Control Offer following a Change of Control will be applicable regardless of
whether or not any other provisions of the Indenture are applicable. Except as
described above with respect to a Change of Control, the Indenture does not
contain provisions that permit the holders of the Notes to require that Amkor
repurchase or redeem the Notes in the event of a takeover, recapitalization or
similar transaction.

     Amkor will 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 the
Indenture applicable to a Change of Control Offer made by Amkor and purchases
all Notes validly tendered and not withdrawn under such Change of Control Offer.

                                        24
<PAGE>

     The definition of Change of Control includes a phrase relating to the sale,
lease, transfer, conveyance or other disposition of "all or substantially all"
of the assets of Amkor and its Subsidiaries taken as a whole. Although there is
a limited body of case law interpreting the phrase "substantially all," there is
no precise established definition of the phrase under applicable law.
Accordingly, the ability of a holder of the Notes to require Amkor to repurchase
such Notes as a result of a sale, lease, transfer, conveyance or other
disposition of less than all the assets of Amkor and its Subsidiaries taken as a
whole to another Person or group may be uncertain.

  OFFER TO REPURCHASE BY APPLICATION OF EXCESS PROCEEDS OF ASSET SALES

     Amkor will not, and will not permit any of its Restricted Subsidiaries to,
consummate an Asset Sale unless:

          (1) Amkor (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 of the assets or Equity Interests issued or sold or otherwise
     disposed of;

          (2) such fair market value is determined by the Board of Directors;
     and

          (3) at least 75% of the consideration therefor received by Amkor or
     such Restricted Subsidiary is in the form of cash or other Qualified
     Proceeds.

     Within 365 days after the receipt of any Net Proceeds from an Asset Sale,
Amkor may apply such Net Proceeds at its option:

          (1) to repay Permitted Bank Debt, and if such Permitted Bank Debt is
     revolving debt, to effect a corresponding commitment reduction thereunder;

          (2) to acquire all or substantially all the assets of, or a majority
     of the Voting Stock of, another Permitted Business;

          (3) to make a capital expenditure; or

          (4) 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, Amkor may
temporarily reduce revolving credit borrowings or otherwise invest such Net
Proceeds in any manner that is not prohibited by the Indenture.

     Any Net Proceeds from any Asset Sale that are not applied or invested as
provided in the preceding paragraph within 365 days of such Asset Sale will
constitute "Excess Proceeds". When the aggregate amount of Excess Proceeds
exceeds $10 million, Amkor will make an offer (the "Asset Sale Offer") to all
holders of the Notes and all holders of other Indebtedness that is pari passu
with the Notes containing provisions similar to those set forth in the Indenture
with respect to offers to purchase or redeem with the proceeds of sales of
assets to purchase the maximum principal amount of Notes and such other pari
passu Indebtedness that may be purchased out of the Excess Proceeds. The offer
price in any Asset Sale Offer will be equal to 100% of principal amount plus
accrued and unpaid interest, if any, to the date of purchase, and will be
payable in cash. If any Excess Proceeds remain after consummation of an Asset
Sale Offer, Amkor may use such Excess Proceeds for any purpose not otherwise
prohibited by the Indenture. If the aggregate principal amount of Notes and such
other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the
amount of Excess Proceeds, the Trustee shall select the Notes and such other
pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of
each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

                                        25
<PAGE>

CERTAIN COVENANTS

  RESTRICTED PAYMENTS

     Amkor will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly:

          (1) declare or pay any dividend or make any other payment or
     distribution on account of Amkor's or any of its Restricted Subsidiaries'
     Equity Interests (including, without limitation, any payment in connection
     with any merger or consolidation involving Amkor or any of its Restricted
     Subsidiaries) or to the direct or indirect holders of Amkor'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 Amkor or to Amkor or a Restricted Subsidiary of
     Amkor);

          (2) purchase, redeem or otherwise acquire or retire for value
     (including, without limitation, in connection with any merger or
     consolidation involving Amkor) any Equity Interests of Amkor or any direct
     or indirect parent of Amkor or any Restricted Subsidiary of Amkor (other
     than any such Equity Interests owned by Amkor or any Restricted Subsidiary
     of Amkor);

          (3) 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

          (4) make any Restricted Investment (all such payments and other
     actions set forth in clauses (1) through (4) above being collectively
     referred to as "Restricted Payments"),

     unless, at the time of and after giving effect to such Restricted Payment:

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

          (2) Amkor 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
     Consolidated Interest Expense Coverage Ratio test set forth in the first
     paragraph of the covenant described below under the caption "-- Certain
     Covenants -- Incurrence of Indebtedness and Issuance of Preferred Stock";
     and

          (3) such Restricted Payment, together with the aggregate amount of all
     other Restricted Payments made by Amkor and its Restricted Subsidiaries
     after the Issue Date (excluding Restricted Payments permitted by clauses
     (2), (3), (4), (7) and (9) of the next succeeding paragraph), is less than
     the sum, without duplication, of:

             (a) 50% of the Consolidated Net Income of Amkor for the period
        (taken as one accounting period) from the beginning of the fiscal
        quarter commencing on April 1, 2003 to the end of Amkor'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

             (b) 100% of the aggregate net cash proceeds received by Amkor since
        the Issue Date as a contribution to its common equity capital or from
        the issue or sale of Equity Interests of Amkor (other than Disqualified
        Stock) (other than Equity Interests (or Disqualified Stock or debt
        securities) sold to a Subsidiary of Amkor), plus

             (c) to the extent that any Restricted Investment that was made
        after the Issue Date is sold for cash or otherwise liquidated or repaid
        for cash, the lesser of (i) the cash return of capital with respect to
        such Restricted Investment (less the cost of disposition, if any) and
        (ii) the initial amount of such Restricted Investment, plus

             (d) the amount by which (i) Indebtedness (other than Disqualified
        Stock) of Amkor or any Restricted Subsidiary issued after the Issue Date
        is reduced on Amkor's consolidated balance sheet (if prepared in
        accordance with GAAP as of the date of determination) and (ii)
        Disqualified Stock
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<PAGE>

        of Amkor issued after the Issue Date (held by any Person other than any
        Restricted Subsidiary) is reduced (measured with reference to its
        redemption or repurchase price), in each case, as a result of the
        conversion or exchange of any such Indebtedness or Disqualified Stock
        into Equity Interests (other than Disqualified Stock) of Amkor, less, in
        each case, any cash distributed by Amkor upon such conversion or
        exchange, plus

             (e) to the extent that any Investment in any Unrestricted
        Subsidiary that was made after the Issue Date is sold for cash or
        otherwise liquidated, repaid for cash or such Unrestricted Subsidiary is
        converted into a Restricted Subsidiary, the lesser of (i) an amount
        equal to the sum of (A) 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 Amkor or any Restricted
        Subsidiary from Unrestricted Subsidiaries, and (B) the fair market value
        of the net assets of an Unrestricted Subsidiary at the time such
        Unrestricted Subsidiary is designated a Restricted Subsidiary, and (ii)
        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:

          (1) 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 the Indenture;

          (2) 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 Amkor or any Restricted Subsidiary that
     is subordinated to the Notes or of any Equity Interests of Amkor 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 Amkor) of,
     Equity Interests (other than Disqualified Stock) of Amkor or any
     subordinated Indebtedness of Amkor; 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
     (3)(b) of the preceding paragraph;

          (3) the making of any payment on or with respect to, or in connection
     with, the defeasance, redemption, repurchase or other acquisition of
     Indebtedness of Amkor or any Restricted Subsidiary that is subordinated to
     the Notes with the net cash proceeds from the incurrence of Permitted
     Refinancing Indebtedness;

          (4) the payment of any dividend by a Restricted Subsidiary of Amkor to
     the holders of its common Capital Stock on a pro rata basis;

          (5) 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 Amkor or any Restricted
     Subsidiary of Amkor held by any employee of Amkor 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 million in any
     twelve-month period and $10 million in the aggregate;

          (6) the making of any payment on or with respect to, or repurchase,
     redemption, defeasance or other acquisition or retirement for value of the
     5.75% subordinated convertible notes due 2006 or the 5% subordinated
     convertible notes due 2007 in connection with (i) so long as no Event of
     Default has occurred and is continuing or would be caused thereby, an
     optional redemption of such convertible notes on or after the dates such
     notes become redeemable, or (ii) the honoring by Amkor of any conversion
     request into Capital Stock (other than Disqualified Stock) by a holder of
     either such convertible notes or any future convertible notes of Amkor
     (including the payment by Amkor of any cash in lieu of fractional shares)
     in accordance with their terms;

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<PAGE>

          (7) that portion of Investments the payment for which consists
     exclusively of Equity Interests (other than Disqualified Stock) of Amkor;

          (8) 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 million;

          (9) the repurchase of Equity Interests of Amkor that may be deemed to
     occur upon the exercise of stock options if such Equity Interests represent
     a portion of the exercise price thereof;

          (10) any payments to one or more stockholders of Amkor in connection
     with settling stockholder obligations for income taxes in respect of tax
     periods ending prior to the conversion of Amkor from "S" corporation status
     to "C" corporation status;

          (11) in the case of an Asset Sale, any Asset Sale Offer after Amkor
     has complied with its obligations to the holders of the Notes under the
     "Asset Sale" covenant contained in the Indenture; and

          (12) in the case of a Change of Control, any Change of Control Offer
     to repurchase the senior subordinated notes after Amkor has complied with
     its obligations to the holders of the Notes under the "Change of Control"
     covenant contained in the Indenture.

     The amount of all Restricted Payments (other than cash) shall be the fair
market value on the date of the Restricted Payment of the assets or securities
proposed to be transferred or issued by Amkor 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 million but less than $5 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 million shall be
determined by the Board of Directors whose resolution with respect thereto shall
be delivered to the Trustee.

  INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK

     Amkor will not, and will 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 Amkor
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
Amkor and any Restricted Subsidiary that is a Guarantor may incur Indebtedness
(including Acquired Debt), and Amkor may issue Disqualified Stock, and any
Restricted Subsidiary that is a Guarantor may issue preferred stock, if the
Consolidated Interest Expense Coverage Ratio for Amkor's most recently ended
four full fiscal quarters for which internal financial statements are available
immediately preceding the date on which such additional Indebtedness is incurred
or such Disqualified Stock or preferred stock is issued would have been at least
2.5 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"):

          (1) the incurrence by Amkor 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
     million plus 85% of the consolidated accounts receivable of Amkor plus 50%
     of the consolidated inventory of Amkor;

          (2) the incurrence by Amkor and its Subsidiaries of Existing
     Indebtedness;

          (3) the incurrence by Amkor and any Guarantor of Indebtedness
     represented by the Notes, and any Subsidiary Guarantees;

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<PAGE>

          (4) the incurrence by Amkor 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 Amkor 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 (4), not to exceed 10% of Amkor's Consolidated Net Assets;

          (5) the incurrence by Amkor 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 the Indenture to be
     incurred under the first paragraph of this covenant or clause (2), (3),
     (5), (13) or (14) of this paragraph;

          (6) the incurrence by Amkor or any of its Restricted Subsidiaries of
     intercompany Indebtedness between or among Amkor and any of its Restricted
     Subsidiaries; provided, however, that:

             (a) if Amkor 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 Amkor, or the
        Subsidiary Guarantee, 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
        Amkor 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 Amkor or a Wholly Owned Restricted Subsidiary thereof shall be
        deemed, in each case, to constitute an incurrence of such Indebtedness
        by Amkor or such Restricted Subsidiary, as the case may be, that was not
        permitted by this clause (6);

          (7) the incurrence by Amkor 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;

          (8) the Guarantee by Amkor or any of the Guarantors of Indebtedness of
     Amkor or a Restricted Subsidiary of Amkor that was permitted to be incurred
     by another provision of this covenant;

          (9) the incurrence by Amkor'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 Amkor that was not permitted by this clause (9);

          (10) 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;

          (11) the incurrence of Indebtedness arising from the agreements of
     Amkor or a Restricted Subsidiary of Amkor 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 Amkor or any Restricted Subsidiary of Amkor; 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

                                        29
<PAGE>

        value), actually received by Amkor and its Restricted Subsidiaries in
        connection with such disposition;

          (12) 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 Amkor as accrued;

          (13) 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

          (14) the incurrence by Amkor 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 (14), not to exceed $25
     million.

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

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

     For purposes of determining compliance with this "Incurrence of
Indebtedness and Issuance of Preferred Stock" covenant, 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 (1) through (14) above, or is
entitled to be incurred pursuant to the first paragraph of this covenant, Amkor
will, at its sole discretion, classify or reclassify such item of Indebtedness
(or any part thereof) in any manner that complies with this covenant, 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 covenant.

     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.

  LIENS

     Amkor 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.

                                        30
<PAGE>

  DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES

     Amkor will not, and will 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:

          (1) pay dividends or make any other distributions on its Capital Stock
     to Amkor or any of Amkor's Restricted Subsidiaries, or with respect to any
     other interest or participation in, or measured by, its profits, or pay any
     indebtedness owed to Amkor or any of Amkor's Restricted Subsidiaries;

          (2) make loans or advances to Amkor or any of Amkor's Restricted
     Subsidiaries; or

          (3) transfer any of its properties or assets to Amkor or any of
     Amkor's Restricted Subsidiaries.

     However, the preceding restrictions will not apply to encumbrances or
     restrictions existing under or by reason of:

          (1) Existing Indebtedness as in effect on the date of the Indenture
     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 of the Indenture;

          (2) the Indenture and the Notes;

          (3) applicable law;

          (4) any instrument governing Indebtedness or Capital Stock of a Person
     acquired by Amkor 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 the Indenture
     to be incurred;

          (5) customary nonassignment provisions in leases, licenses or other
     contracts entered into in the ordinary course of business and consistent
     with past practices;

          (6) 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
     (3) of the first paragraph of this section;

          (7) 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;

          (8) 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;

          (9) agreements entered into with respect to Liens securing
     Indebtedness otherwise permitted to be incurred pursuant to the provisions
     of the covenant described above under the caption "-- Certain
     Covenants -- Liens" that limit the right of Amkor or any of its Restricted
     Subsidiaries to dispose of the assets subject to such Lien;

          (10) 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;

          (11) restrictions on cash or other deposits or net worth imposed by
     customers under contracts entered into in the ordinary course of business;

                                        31
<PAGE>

          (12) any Receivables Program; and

          (13) 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.

  MERGER, CONSOLIDATION OR SALE OF ASSETS

     Amkor may not, directly or indirectly consolidate or merge with or into
another Person (whether or not Amkor 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:

          (1) either (a) Amkor is the surviving corporation or (b) the Person
     formed by or surviving any such consolidation or merger (if other than
     Amkor) 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;

          (2) the Person formed by or surviving any such consolidation or merger
     (if other than Amkor) or the Person to which such sale, assignment,
     transfer, conveyance or other disposition shall have been made assumes all
     the obligations of Amkor under the Notes, the Indenture and the
     Registration Rights Agreement pursuant to agreements reasonably
     satisfactory to the Trustee;

          (3) immediately after such transaction no Default or Event of Default
     exists;

          (4) except in the case of the amalgamation, consolidation or merger of
     Amkor (a) with or into a Wholly Owned Restricted Subsidiary or (b) with or
     into any Person solely for the purpose of effecting a change in the state
     of incorporation of Amkor, Amkor or the Person formed by or surviving any
     such consolidation or merger (if other than Amkor) will, 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 the covenant
     described above under the caption "-- Certain Covenants -- Incurrence of
     Indebtedness and Issuance of Preferred Stock"; and

          (5) Amkor shall have delivered to the Trustee an Officer's Certificate
     stating that such consolidation, merger, sale, assignment, transfer,
     conveyance or other disposition complies with the Indenture.

     In addition, Amkor may not, directly or indirectly, lease all or
substantially all of its properties or assets, in one or more related
transactions, to any other Person. This "Merger, Consolidation or Sale of
Assets" covenant will not apply to a sale, assignment, transfer, conveyance or
other disposition of assets by Amkor to any of its Wholly Owned Restricted
Subsidiaries.

  TRANSACTIONS WITH AFFILIATES

     Amkor 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:

          (1) such Affiliate Transaction (when viewed together with related
     Affiliate Transactions, if any) is on terms that are no less favorable to
     Amkor or the relevant Restricted Subsidiary than those that would have been
     obtained in a comparable transaction by Amkor or such Restricted Subsidiary
     with an unrelated Person; and

          (2) Amkor delivers to the Trustee:

             (a) with respect to any Affiliate Transaction or series of related
        Affiliate Transactions involving aggregate consideration in excess of
        $10 million, a resolution of the Board of Directors set forth in an
        Officer's Certificate certifying that such Affiliate Transaction
        complies with this covenant and that

                                        32
<PAGE>

        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

             (b) with respect to any Affiliate Transaction or series of related
        Affiliate Transactions involving aggregate consideration in excess of
        $25 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 (i) Amkor 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 Amkor shall have determined that any
such amendment, modification or supplement will not have a material adverse
economic effect on Amkor and its Subsidiaries, taken as a whole, and (ii) Amkor
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 (i) 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 (i) and (ii),
Amkor shall deliver to the Trustee within 30 days of such transaction,
amendment, modification or supplement an Officer's Certificate (A) describing
the transaction, amendment, modification or supplement approved, (B) in the case
of transactions, amendments, modifications and supplements to which clause (i)
is applicable, setting forth the determination of Amkor required pursuant to
clause (i), and (C) in the case of transactions, amendments, modifications and
supplements to which clause (ii) 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 Affiliate Transactions and,
therefore, will not be subject to the provisions of the prior paragraphs:

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

          (2) Affiliate Transactions between or among Amkor and/or its
     Restricted Subsidiaries;

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

          (4) Any Affiliate Transactions pursuant to which Amkor makes
     short-term advances or otherwise makes short-term loans to ASI, which
     advances or loans are to be repaid by ASI (i) within three months from the
     date of such advance or loan and (ii) by offsets by Amkor of amounts
     payable by Amkor to ASI pursuant to the Supply Agreement, 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 million; and

          (5) Any Restricted Payments that are permitted as described above
     under the caption "-- Certain Covenants -- Restricted Payments."

     For purposes of this "Transactions With Affiliates" covenant, any
transaction or series of related Affiliate Transactions between Amkor 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 Amkor or the relevant Restricted Subsidiary than those

                                        33
<PAGE>

that would have been obtained in a comparable transaction by Amkor or such
Restricted Subsidiary with an unrelated Person and thus shall be permitted under
this "Transactions With Affiliates" covenant.

  SALE AND LEASEBACK TRANSACTIONS

     Amkor will not, and will not permit any of its Subsidiaries to, enter into
any sale and leaseback transaction; provided that Amkor or any Restricted
Subsidiary may enter into a sale and leaseback transaction if:

          (1) Amkor 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
     the covenant described above under the caption "-- Certain
     Covenants -- Incurrence of Indebtedness and Issuance of Preferred Stock";
     and

          (2) the transfer of assets in that sale and leaseback transaction is
     permitted by, and Amkor applies the proceeds of such transaction in
     compliance with, the covenant described above under the caption "--
     Repurchase at the Option of Holders -- Offer to Repurchase by Application
     of Excess Proceeds of Asset Sales."

     The foregoing restriction shall not apply to any sale and leaseback
transaction if (i) the transaction is solely between Amkor 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.

  NO AMENDMENT TO SUBORDINATION PROVISIONS

     Without the consent of the holders of at least a majority in aggregate
principal amount of the Notes then outstanding, Amkor will not amend, modify or
alter the indenture governing the 10.50% senior subordinated notes due 2009 in
any way to:

          (1) increase the rate of or change the time for payment of interest on
     any 10.50% senior subordinated notes due 2009;

          (2) increase the principal of, advance the final maturity date of or
     shorten the Weighted Average Life to Maturity of any 10.50% senior
     subordinated notes due 2009;

          (3) alter the redemption provisions or the price or terms at which
     Amkor is required to offer to purchase any 10.50% senior subordinated notes
     due 2009; or

          (4) amend the subordinated provisions of Article 10 contained in the
     indenture governing the 10.50% senior subordinated notes due 2009.

  SUBSIDIARY GUARANTEES

     If Amkor or any of its Restricted Subsidiaries acquires, creates or
capitalizes a Domestic Subsidiary after the date of the Indenture that is a
Significant Subsidiary, then that newly acquired, created or capitalized
Subsidiary must become a Guarantor and execute a supplemental indenture
satisfactory to the Trustee and deliver an opinion of counsel to the Trustee
within 10 business days of the date on which it was acquired or created.

  DESIGNATION OF RESTRICTED AND UNRESTRICTED SUBSIDIARIES

     The Board of Directors may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if that designation would not cause a Default. If a
Restricted Subsidiary is designated as an Unrestricted Subsidiary, all
outstanding Investments owned by Amkor 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 covenant described above under the caption "-- Certain

                                        34
<PAGE>

Covenants -- Restricted Payments" 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.

  LIMITATION ON ISSUANCES AND SALES OF EQUITY INTERESTS IN WHOLLY OWNED
  RESTRICTED SUBSIDIARIES

     Amkor will not, and will not permit any of its Wholly Owned Restricted
Subsidiaries to, transfer, convey, sell, lease or otherwise dispose of any
Equity Interests in any Wholly Owned Restricted Subsidiary of Amkor to any
Person (other than Amkor or a Wholly Owned Restricted Subsidiary of Amkor),
unless:

          (1) 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

          (2) the cash Net Proceeds from such transfer, conveyance, sale, lease
     or other disposition are applied in accordance with the covenant described
     above under the caption "-- Repurchase at the Option of Holders -- Offer to
     Repurchase by Application of Excess Proceeds of Asset Sales."

     In addition, Amkor will not permit any Wholly Owned Restricted Subsidiary
of Amkor 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 Amkor or a Wholly Owned Restricted Subsidiary of Amkor unless
immediately following such issuance the Wholly Owned Restricted Subsidiary is a
Restricted Subsidiary.

METHODS OF RECEIVING PAYMENTS ON THE NOTES

     If a holder has given wire transfer instructions to Amkor, Amkor will make
all principal, premium and interest payments on those Notes in accordance with
those instructions. All other payments on the Notes will be made at the office
or agency of the Paying Agent and Registrar within the City and State of New
York unless Amkor elects to make interest payments by check mailed to the
holders at their addresses set forth in the register of holders.

PAYING AGENT AND REGISTRAR FOR THE NOTES

     The Trustee will initially act as Paying Agent and Registrar. Amkor may
change the Paying Agent or Registrar without prior notice to the holders of the
Notes, and Amkor or any of its Subsidiaries may act as Paying Agent or
Registrar.

TRANSFER AND EXCHANGE

     A holder may transfer or exchange Notes in accordance with the Indenture.
The Registrar and the Trustee may require a holder, among other things, to
furnish appropriate endorsements and transfer documents and Amkor may require a
holder to pay any taxes and fees required by law or permitted by the Indenture.

     The registered holder of a Note will be treated as its owner for all
purposes.

PAYMENTS FOR CONSENT

     Amkor will not, and will not permit any of its Subsidiaries to, directly or
indirectly, pay or cause to be paid any consideration to or for the benefit of
any holder of the Notes for or as an inducement to any consent, waiver or
amendment of any of the terms or provisions of the Indenture or the Notes unless
such consideration is offered to be paid and 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.

                                        35
<PAGE>

REPORTS

     Whether or not required by the SEC, so long as any Notes are outstanding,
Amkor shall file with the SEC (if permitted) all 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. Amkor shall supply
the Trustee and each holder of the Notes, or shall supply to the Trustee for
forwarding to each holder of the Notes, without cost to any such holder, copies
of such reports and other information (whether or not so filed).

EVENTS OF DEFAULT AND REMEDIES

     With respect to the Notes, each of the following is an "Event of Default":

          (1) default for 30 days in the payment when due of interest on, or
     Liquidated Damages with respect to, the Notes;

          (2) default in payment when due of the principal of or premium, if
     any, on the Notes;

          (3) failure by Amkor or any of its Subsidiaries to make any payment
     required to be made under the provisions described above under the caption
     "-- Repurchase at the Option of Holders -- Offer to Repurchase Upon Change
     of Control" or "-- Repurchase at the Option of Holders -- Offer to
     Repurchase by Application of Excess Proceeds of Asset Sales;"

          (4) failure by Amkor or any of its Restricted Subsidiaries for 60 days
     after notice to comply with any covenant, representations, warranty or
     other agreements in the Indenture is provided to Amkor by the Trustee or
     the holders of at least 25% in principal amount of then outstanding Notes;

          (5) default 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 Amkor or any of its Restricted
     Subsidiaries (or the payment of which is guaranteed by Amkor or any of its
     Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists,
     or is created after the date of the Indenture, in an aggregate principal
     amount of $10 million or more, if that default:

          (a) is caused by a failure to pay principal of such Indebtedness at
     the Stated Maturity thereof (a "Payment Default"); or

          (b) results in the acceleration of such Indebtedness prior to the
     Stated Maturity thereof;

          (6) failure by Amkor or any of its Significant Subsidiaries or any
     group of Subsidiaries that, taken together, would constitute a Significant
     Subsidiary, to pay final judgments aggregating in excess of $10 million
     (other than amounts covered by insurance), which judgments are not paid,
     discharged or stayed for a period of 60 days; and

          (7) certain events of bankruptcy or insolvency with respect to Amkor
     or any of its Significant Subsidiaries, or any group of Subsidiaries that,
     taken together, would constitute a Significant Subsidiary.

     In the case of an Event of Default arising from certain events of
bankruptcy or insolvency, with respect to Amkor, any Subsidiary that is a
Significant Subsidiary or any group of Subsidiaries that, taken together, would
constitute a Significant Subsidiary, all outstanding Notes will become due and
payable immediately without further action or notice. If any other 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 immediately.

     Holders of the Notes may not enforce their respective indentures 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
                                        36
<PAGE>

consequences under the Indenture except a continuing Default or Event of Default
in the payment of interest on, or the principal of, the Notes.

     Amkor is required to deliver to the Trustee annually a statement regarding
compliance with the Indenture. Upon becoming aware of any Default or Event of
Default, Amkor is required to deliver to the Trustee a statement specifying such
Default or Event of Default.

NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS

     No director, officer, employee, incorporator or stockholder of Amkor or any
Guarantor, as such, shall have any liability for any obligations of Amkor or the
Guarantors under the Notes, the Indenture, the Subsidiary Guarantees 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. The waiver may not be effective to waive liabilities
under the federal securities laws.

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

     Amkor may, at its option and at any time, elect to have all of its
obligations discharged with respect to the outstanding Notes and all obligations
of the Guarantors discharged with respect to their Subsidiary Guarantees ("Legal
Defeasance"), except for:

          (1) the rights of holders of outstanding Notes to receive payments in
     respect of the principal of, premium, if any, and interest and Liquidated
     Damages on such Notes when such payments are due from the trust referred to
     below;

          (2) Amkor's obligations with respect to the Notes concerning issuing
     temporary Notes, registration of Notes, mutilated, destroyed, lost or
     stolen Notes and the maintenance of an office or agency for payment and
     money for security payments held in trust;

          (3) the rights, powers, trusts, duties and immunities of the Trustee,
     and Amkor's obligations in connection therewith; and

          (4) the Legal Defeasance provisions of the Indenture.

     In addition, Amkor may, at its option and at any time, elect to have the
Obligations of Amkor and the Guarantors released with respect to certain
covenants that are described in the Indenture ("Covenant Defeasance"), and
thereafter any omission to comply with those covenants shall not constitute a
Default or Event of Default with respect to the Notes. In the event Covenant
Defeasance occurs, certain events (other than nonpayment, bankruptcy,
receivership, rehabilitation and insolvency events) described under the caption
"-- Events of Default and Remedies" will no longer constitute an Event of
Default with respect to the Notes.

     In order to exercise either Legal Defeasance or Covenant Defeasance:

          (1) Amkor must irrevocably deposit with the Trustee, in trust, for the
     benefit of the holders of the Notes, cash in United States dollars,
     noncallable 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 and Liquidated Damages on the
     outstanding Notes at the Stated Maturity or on the applicable redemption
     date, as the case may be, and Amkor must specify whether the Notes are
     being defeased to maturity or to a particular redemption date;

          (2) in the case of Legal Defeasance, Amkor shall have delivered to the
     Trustee an opinion of counsel reasonably acceptable to the Trustee
     confirming that (a) Amkor has received from, or there has been published
     by, the Internal Revenue Service a ruling or (b) since the date of the
     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

                                        37
<PAGE>

     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;

          (3) in the case of Covenant Defeasance, Amkor shall have delivered to
     the Trustee an opinion of counsel 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;

          (4) no Default or Event of Default shall have occurred and be
     continuing either (a) on the date of such deposit (other than a Default or
     Event of Default resulting from the borrowing of funds to be applied to
     such deposit) or (b) insofar as Events of Default from bankruptcy or
     insolvency events are concerned, at any time in the period ending on the
     91st day after the date of deposit;

          (5) such Legal Defeasance or Covenant Defeasance will not result in a
     breach or violation of, or constitute a default under any material
     agreement or instrument (other than the Indenture) to which Amkor or any of
     its Restricted Subsidiaries are parties or by which Amkor or any of its
     Restricted Subsidiaries are bound;

          (6) Amkor must have delivered to the Trustee an opinion of counsel to
     the effect that after 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;

          (7) Amkor must deliver to the Trustee an Officer's Certificate stating
     that the deposit was not made by Amkor with the intent of preferring the
     holders of the Notes over the other creditors of Amkor with the intent of
     defeating, hindering, delaying or defrauding creditors of Amkor or others;

          (8) Amkor must deliver to the Trustee an Officer's Certificate and an
     opinion of counsel, each stating that all conditions precedent relating to
     the Legal Defeasance or the Covenant Defeasance have been complied with;
     and

          (9) except as otherwise provided in the Indenture, each Guarantor
     shall have been released from any of its Obligations under its Guarantee of
     the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER

     Subject to the exceptions specified in the following paragraphs, the
Indenture may be amended with the consent of the holders of a majority of the
aggregate outstanding principal amount of the Notes and any Default or
compliance with any provision of the Indenture may be waived with the consent of
the holders of a majority of the aggregate outstanding principal amount of the
Notes.

     Without the consent of each holder affected, an amendment or waiver may not
(with respect to any Notes held by a nonconsenting holder):

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

          (2) reduce the principal of or change the fixed maturity of any Note
     or alter the provisions with respect to the redemption of the Notes (other
     than provisions relating to the covenants described above under the caption
     "-- Repurchase at the Option of Holders");

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

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

          (5) make any Note payable in money other than that stated in the
     Notes;
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<PAGE>

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

          (7) waive a payment required by one of the covenants described above
     under the caption "-- Repurchase at the Option of Holders;" or

          (8) make any change in the preceding amendment and waiver provisions.

     Notwithstanding the preceding, without the consent of any holder of the
Notes, Amkor and the Trustee may amend or supplement the Indenture or the Notes
to:

          (1) cure any ambiguity, defect or inconsistency;

          (2) provide for uncertificated Notes in addition to or in place of
     certificated Notes;

          (3) provide for the assumption of Amkor's obligations to holders of
     the Notes in the case of a merger or consolidation or sale of all or
     substantially all of Amkor's assets;

          (4) make any change that would provide any additional rights or
     benefits to the holders of Notes or that does not adversely affect the
     legal rights under the Indenture of any such holder; or

          (5) comply with requirements of the SEC in order to effect or maintain
     the qualification of the Indenture under the Trust Indenture Act of 1939.

CONCERNING THE TRUSTEE

     If the Trustee becomes a creditor of Amkor or any Guarantor, the Indenture
limits its right to obtain payment of claims in certain cases, or to realize on
certain property received in respect of any such claim as security or otherwise.
Such Trustee will be permitted to engage in other transactions, but if it
acquires any conflicting interest, it must eliminate such conflict within 90
days, apply to the SEC for permission to continue or resign.

     The holders of a majority in principal amount of the then outstanding Notes
will have the right to direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee, subject to
certain exceptions. The Indenture provides that in case an Event of Default
shall occur and be continuing, the Trustee will be required, in the exercise of
its power, to use the degree of care of a prudent man in the conduct of his own
affairs. Subject to such provisions, the Trustee will be under no obligation to
exercise any of its rights or powers under the Indenture at the request of any
holder of the Notes, unless such holder shall have offered to the Trustee
security and indemnity satisfactory to it against any loss, liability or
expense.

AVAILABLE INFORMATION

     Anyone who receives this prospectus may obtain a copy of the Indenture and
Registration Rights Agreement without charge by writing to Amkor Technology,
Inc., 1345 Enterprise Drive, West Chester, Pennsylvania 19380, Attention:
Secretary.

GOVERNING LAW

     The Indenture provides that it and the Notes will be governed by, and
construed in accordance with, the laws of the State of New York without giving
effect to applicable principles of conflicts of laws to the extent that the
application of the law of another jurisdiction would be required thereby.

REGISTRATION RIGHTS; LIQUIDATED DAMAGES

     We and the initial purchasers have entered into the Registration Rights
Agreement on or prior to May 8, 2003. Pursuant to the Registration Rights
Agreement, we agreed to use commercially reasonable efforts to file with the SEC
the exchange offer registration statement on the appropriate form under the
Securities Act with respect to the exchange notes. Pursuant to the exchange
offer registration statement of which this prospectus is

                                        39
<PAGE>

a part, we are offering to the holders of Transfer Restricted Securities
pursuant to the exchange offer who are able to make certain representations the
opportunity to exchange their Transfer Restricted Securities for exchange notes.

     If (1) the exchange offer is not permitted by applicable law or SEC policy
or (2) any holder of Notes that are Transfer Restricted Securities notifies us
prior to the 20th business day following the consummation of the exchange offer
that (a) it is prohibited by law or SEC policy from participating in the
exchange offer, (b) it may not resell the exchange 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 it, or (c) it is a broker-dealer and holds Notes
acquired directly from us or any of our Affiliates, we will file with the SEC a
Shelf Registration Statement to register for public resale the Transfer
Restricted Securities held by any such holder who provides us with certain
information for inclusion in the Shelf Registration Statement.

     For the purposes of the Registration Rights Agreement, "Transfer Restricted
Securities" means each Note until:

          (1) the date on which such Note has been exchanged by a Person other
     than a broker-dealer for an exchange note in the exchange offer;

          (2) following the exchange by a broker-dealer in the exchange offer of
     a Note for an exchange note, the date on which such exchange note is sold
     to a purchaser who receives from such broker-dealer on or prior to the date
     of such sale a copy of the prospectus contained in the exchange offer
     Registration Statement;

          (3) the date on which such Note has been effectively registered under
     the Securities Act and disposed of in accordance with the Shelf
     Registration Statement; or

          (4) the date on which such Note is distributed to the public pursuant
     to Rule 144 under the Securities Act.

     The Registration Rights Agreement will provide that:

          (1) we will use commercially reasonable efforts to file an exchange
     offer Registration Statement with the SEC on or prior to September 6, 2003;

          (2) we will use commercially reasonable efforts to have the exchange
     offer Registration Statement declared effective by the SEC on or prior to
     December 5, 2003;

          (3) unless the exchange offer would not be permitted by applicable law
     or SEC policy, we will:

             (a) commence the exchange offer and

             (b) use commercially reasonable efforts to issue on or prior to 30
        business days, or longer, if required by the federal securities laws,
        after the date on which the exchange offer Registration Statement was
        declared effective by the SEC, exchange notes in exchange for all Notes
        tendered prior thereto in the exchange offer; and

          (4) if obligated to file the Shelf Registration Statement, we will use
     commercially reasonable efforts to file the Shelf Registration Statement
     with the SEC on or prior to 60 days after such filing obligation arises and
     to cause the Shelf Registration to be declared effective by the SEC on or
     prior to 120 days after such obligation arises.

     If:

          (1) we fail to file any of the registration statements required by the
     Registration Rights Agreement on or before the date specified for such
     filing; or

          (2) any of such registration statement is not declared effective by
     the SEC on or prior to the date specified for such effectiveness (the
     "Effectiveness Target Date"); or

                                        40
<PAGE>

          (3) we fail to consummate the exchange offer within 30 business days
     of the Effectiveness Target Date with respect to the exchange offer
     Registration Statement; or

          (4) the Shelf Registration Statement or the exchange offer
     Registration Statement is declared effective but thereafter ceases to be
     effective or usable in connection with resales of Transfer Restricted
     Securities during the periods specified in the Registration Rights
     Agreement (each such event referred to in clauses (1) through (4) above, a
     "Registration Default"),

then we will pay Liquidated Damages to each holder of the Notes, with respect to
the first 90-day period immediately following the occurrence of the first
Registration Default, at a rate equal to 0.25% per annum in principal amount of
Transfer Restricted Securities held by such holder for each week or portion
thereof. The rate of such Liquidated Damages will increase by 0.25% per annum
with respect to each subsequent 90-day period until all Registration Defaults
have been cured, up to a maximum amount of Liquidated Damages for all
Registration Defaults of 1.00% per annum. If, after the cure of all Registration
Defaults then in effect, there is a subsequent Registration Default, the rate of
Liquidated Damages for such subsequent Registration Default shall initially be
0.25%, regardless of the Liquidated Damages rate in effect with respect to any
prior Registration Default at the time of the cure of such Registration Default.

     All accrued Liquidated Damages will be paid by us on each interest payment
date to the holder of the global securities (as defined below) by wire transfer
of immediately available funds or by federal funds check and to holders of
certificated securities (as defined below) by wire transfer to the accounts
specified by them or by mailing checks to their registered addresses if no such
accounts have been specified.

     Holders of the Notes will be required to make certain representations to us
(as described in the Registration Rights Agreements) in order to participate in
the exchange offer and will be required to deliver certain information to be
used in connection with the Shelf Registration Statement and to provide comments
on the Shelf Registration Statement within the time periods set forth in the
Registration Rights Agreement in order to have their Notes included in the Shelf
Registration Statement and benefit from the provisions regarding Liquidated
Damages set forth above. Holders of the Notes will also be required to suspend
their use of the prospectus included in the Shelf Registration Statement under
certain circumstances upon receipt of written notice to that effect from us. By
acquiring Transfer Restricted Securities, a holder will be deemed to have agreed
to indemnify us against certain losses arising out of information furnished by
such holder in writing for inclusion in any Shelf Registration Statement.

CONSENT TO JURISDICTION AND SERVICE

     The Indenture will provide that Amkor will irrevocably appoint CT
Corporation System as its agent for service of process in any suit, action or
proceeding with respect to the Indenture or the Notes and for actions brought
under federal or state securities laws in any federal or state court located in
the Borough of Manhattan in The City of New York, and submits to such
jurisdiction.

CERTAIN DEFINITIONS

     Set forth below are certain defined terms used in the Indenture. Reference
is made to the Indenture for a full disclosure of all such terms, as well as any
other capitalized terms used herein for which no definition is provided. Cross
references to subcaptions shall mean the respective subcaption, as appropriate,
under the caption "Description of the Notes."

     "Acquired Debt" means, with respect to any specified Person:

          (1) 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

          (2) Indebtedness secured by a Lien encumbering any asset acquired by
     such specified Person.

                                        41
<PAGE>

     "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.

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

     "Asset Sale" means:

          (1) the sale, lease, conveyance or other disposition 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 disposition of all or substantially all the assets of
     Amkor and its Restricted Subsidiaries taken as a whole will be governed by
     the provisions of the Indenture described above under the caption
     "-- Repurchase at the Option of Holders -- Offer to Repurchase Upon Change
     of Control" and/or the provisions described above under the caption
     "-- Certain Covenants -- Merger, Consolidation or Sale of Assets" and not
     by the provisions described above under the caption "-- Repurchase at the
     Option of Holders -- Offer to Repurchase by Application of Excess Proceeds
     of Asset Sales");

          (2) with respect to Amkor, the sale of Equity Interests in any of its
     Subsidiaries;

          (3) with respect to Amkor's Restricted Subsidiaries, the issuance of
     Equity Interests.

     Notwithstanding the preceding, the following items shall not be deemed to
be Asset Sales:

          (1) any single transaction or series of related transactions that: (a)
     involves assets having a fair market value of less than $2 million; or (b)
     results in net proceeds to Amkor and its Restricted Subsidiaries of less
     than $2 million;

          (2) a transfer of assets between or among Amkor and any Restricted
     Subsidiary;

          (3) an issuance of Equity Interests by a Restricted Subsidiary to
     Amkor or to another Wholly Owned Restricted Subsidiary;

          (4) the sale, lease, conveyance or other disposition of any Receivable
     Program Assets by Amkor or any Restricted Subsidiary in connection with a
     Receivables Program;

          (5) the sale, lease, conveyance or other disposition of any inventory,
     receivables or other current assets by Amkor or any of its Restricted
     Subsidiaries in the ordinary course of business;

          (6)  the granting of a Permitted Lien;

          (7) the licensing by Amkor or any Restricted Subsidiary of
     intellectual property in the ordinary course of business or on commercially
     reasonable terms;

          (8) the sale, lease, conveyance or other disposition of obsolete or
     worn out equipment or equipment no longer useful in Amkor's business; and

          (9) the making or liquidating of any Restricted Payment or Permitted
     Investment that is permitted by the covenant described above under the
     caption "-- Certain Covenants -- Restricted Payments."

     "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

                                        42
<PAGE>

calculated using a discount rate equal to the rate of interest implicit in such
transaction, determined in accordance with GAAP.

     "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.

     "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:

          (1) in the case of a corporation, corporate stock;

          (2) in the case of an association or business entity, any and all
     shares, interests, participations, rights or other equivalents (however
     designated) of corporate stock;

          (3) in the case of a partnership or limited liability company,
     partnership or membership interests (whether general or limited); and

          (4) 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:

          (1) United States dollars;

          (2) securities issued or direct 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 12 months from
     the date of acquisition;

          (3) certificates of deposit and eurodollar time deposits with
     maturities of 12 months or less from the date of acquisition, bankers'
     acceptances with maturities not exceeding 12 months and overnight bank
     deposits, in each case with any domestic commercial bank having capital and
     surplus in excess of $500 million and a Thompson Bank Watch Rating of "B"
     or better;

          (4) repurchase obligations with a term of not more than seven days for
     underlying securities of the types described in clauses (2) and (3) above
     entered into with any financial institution meeting the qualifications
     specified in clause (3) above;

          (5) commercial paper having the highest rating obtainable from Moody's
     Investors Service, Inc. or Standard & Poor's Corporation and in each case
     maturing within six months after the date of acquisition; and

          (6) money market funds at least 95% of the assets of which constitute
     Cash Equivalents of the kinds described in clauses (1) through (5) of this
     definition.

     "Change of Control" means the occurrence of any of the following:

          (1) the adoption of a plan relating to the liquidation or dissolution
     of Amkor;

          (2) 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 Amkor, measured by voting power rather than number of shares, and
     such percentage represents more than the aggregate percentage of the Voting
     Stock of Amkor, measured by voting power rather than number of shares, as
     to which any Permitted holder is the Beneficial Owner; or

                                        43
<PAGE>

          (3) the first date during any consecutive two-year period on which a
     majority of the members of the Board of Directors of Amkor 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 Amkor 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.

     "Consolidated Cash Flow" means, with respect to any Person for any period,
the Consolidated Net Income of such Person for such period plus:

          (1) 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

          (2) 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

          (3) 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

          (4) 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

          (5) 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

          (6) 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 Amkor shall be added to Consolidated Net Income
to compute Consolidated Cash Flow of Amkor only to the extent that a
corresponding amount would be permitted at the date of determination to be
dividended to Amkor 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:

          (1) 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,

                                        44
<PAGE>

     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

          (2) the consolidated interest of such Person and its Restricted
     Subsidiaries that was capitalized during such period; plus

          (3) interest actually paid by Amkor or any Restricted Subsidiary under
     any Guarantee of Indebtedness of another Person; plus

          (4) 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 Amkor (other than Disqualified Stock) or to
     Amkor or a Restricted Subsidiary of Amkor.

     "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:

          (1) 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 (3) of
     the proviso set forth in the definition of Consolidated Net Income;

          (2) 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

          (3) 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 (1) the total
liabilities of such Person as of such date, (2) the amount of any Disqualified
Stock as of such date, and (3) any minority interests reflected on the balance
sheet of such Person as of such date.

                                        45
<PAGE>

     "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:

          (1) 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;

          (2) 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;

          (3) 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;

          (4) 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

          (5) 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 who:

          (1) was a member of such Board of Directors on the date of the
     Indenture or

          (2) 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.

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

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

     "Disqualified Stock" means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder thereof), or upon the
happening of any event, matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or redeemable at the option of the holder
thereof, in whole or in part, on or prior to the date that is 91 days after the
date on which the Notes mature. Notwithstanding the preceding sentence, any
Capital Stock that would constitute Disqualified Stock solely because the
holders thereof have the right to require Amkor 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 Amkor may not
repurchase or redeem any such Capital Stock pursuant to such provisions unless
such repurchase or redemption complies with the covenant described above under
the caption "-- Certain Covenants -- Restricted Payments."

     "Domestic Subsidiary" means a Restricted Subsidiary that is (1) formed
under the laws of the United States of America or a state or territory thereof
or (2) as of the date of determination, treated as a domestic entity or a
partnership or a division of a domestic entity for United States federal income
tax purposes; and, in either case, is not owned, directly or indirectly, by an
entity that is not described in clause (1) or (2) 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).

                                        46
<PAGE>

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

     "Foreign Subsidiary" means a Subsidiary of Amkor that is not a Domestic
Subsidiary.

     "Foundry Agreement" means that certain Foundry Agreement dated as of
January 1, 1998, among Amkor, our predecessor company (Amkor Electronics, Inc.),
Amkor Technology Limited (f/k/a C.I.L. Limited), ASI 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.

     "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 Amkor formed or
capitalized after the date of the Indenture that is a Significant Subsidiary and
that is required by the terms of the Indenture to execute a Subsidiary
Guarantee, in accordance with the provisions of the Indenture, and its
successors and assigns.

     "Hedging Obligations" means, with respect to any Person, the Obligations of
such Person under:

          (1) swap agreements, cap agreements and collar agreements relating to
     interest rates, commodities or currencies and

          (2) other agreements or arrangements designed to protect such Person
     against fluctuations in interest rates, commodities or currencies.

     "holder" means the 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:

          (1) borrowed money;

          (2) bonds, notes, debentures or similar instruments or letters of
     credit (or reimbursement agreements in respect thereof);

          (3) banker's acceptances;

          (4) Capital Lease Obligations;

          (5) 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

          (6) 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

                                        47
<PAGE>

repurchase of any Disqualified Stock or, with respect to any Restricted
Subsidiary of Amkor, any preferred stock of such Restricted Subsidiary.

     "Intellectual Property Rights Licensing Agreement" means that certain
Intellectual Property Rights Licensing Agreement to be entered into by and
between Amkor and ASI 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 Amkor or any Restricted Subsidiary of Amkor sells or otherwise disposes of
any Equity Interests of any direct or indirect Restricted Subsidiary of Amkor
such that, after giving effect to any such sale or disposition, such Person is
no longer a Restricted Subsidiary of Amkor, Amkor 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 the final paragraph of the
covenant described above under the caption "-- Certain Covenants -- Restricted
Payments."

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

     "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:

          (1) 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;

          (2) any extraordinary gain (but not loss), together with any related
     provision for taxes on such extraordinary gain (but not loss);

          (3) any gain or loss relating to foreign currency translation or
     exchange; and

          (4) any income or loss related to any discontinued operation.

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

                                        48
<PAGE>

     "Non-Recourse Debt" means Indebtedness:

          (1) as to which neither Amkor 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 Amkor or any Restricted
     Subsidiary in favor of any holder of Non-Recourse Debt of such Unrestricted
     Subsidiary;

          (2) 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 Amkor 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

          (3) as to which the lenders have been notified in writing that they
     will not have any recourse to the stock or assets of Amkor or any of its
     Restricted Subsidiaries (other than against the Equity Interests of such
     Unrestricted Subsidiary, if any).

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

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

     "Permitted Business" means the business of Amkor 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:

          (1) any Investment in Amkor or in a Restricted Subsidiary;

          (2) any Investment in Cash Equivalents;

          (3) any Investment by Amkor or any Restricted Subsidiary of Amkor 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 Amkor 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, Amkor or a Restricted Subsidiary of Amkor;

          (4) 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 the covenant described above under the caption
     "-- Repurchase at the Option of Holders -- Offer to Repurchase by
     Application of Excess Proceeds of Asset Sales;"

          (5) any acquisition of assets solely in exchange for the issuance of
     Equity Interests (other than Disqualified Stock) of Amkor;

          (6) any Investment in connection with Hedging Obligations;

                                        49
<PAGE>

          (7) 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;

          (8) 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 Amkor or any Restricted Subsidiary has determined that
     collection is not likely), and (c) lease, utility and workers'
     compensation, performance and other similar deposits arising in the
     ordinary course of business;

          (9) any Strategic Investment; provided that the aggregate amount of
     all Investments by Amkor and any Restricted Subsidiaries in Strategic
     Investments shall not exceed $75 million;

          (10) Investments purchased or received in exchange for Permitted
     Investments existing as of the Issue Date or made thereafter; provided that
     any additional consideration provided by Amkor or any Restricted Subsidiary
     in such exchange shall not be permitted pursuant to this clause (10); and
     provided, further, that such purchased or exchanged Investments shall have
     a fair market value (as determined by an officer of Amkor unless such fair
     market value exceeds $25 million in which case, as determined by Amkor's
     Board of Directors) equal to or exceeding the Permitted Investments
     exchanged therefor;

provided that, notwithstanding the preceding, any extension of credit or advance
by Amkor or any of its Subsidiaries to a customer or supplier of Amkor or its
Subsidiaries shall not be a Permitted Investment.

     "Permitted Liens" means:

          (1) Liens on the assets of Amkor and any Restricted Subsidiary
     securing Permitted Bank Debt that was permitted by the terms of the
     Indenture to be incurred;

          (2) Liens on the assets of any Foreign Subsidiary securing
     Indebtedness and other Obligations under Indebtedness of such Foreign
     Subsidiary that were permitted by the terms of the Indenture to be
     incurred;

          (3) Liens in favor of Amkor or any Restricted Subsidiary;

          (4) Liens on property of a Person existing at the time such Person is
     merged with or into or consolidated with Amkor or any Restricted Subsidiary
     of Amkor; 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 Amkor or the
     Restricted Subsidiary;

          (5) Liens on property existing at the time of acquisition thereof by
     Amkor or any Restricted Subsidiary of Amkor; provided that such Liens were
     not incurred in contemplation of such acquisition;

          (6) 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;

          (7) Liens to secure Obligations in respect of Indebtedness (including
     Capital Lease Obligations) permitted by clause (4) of the second paragraph
     of "-- Certain Covenants -- Incurrence of Indebtedness and Issuance of
     Preferred Stock" covering only the assets acquired with such Indebtedness,
     including accessions, additions, parts, attachments, improvements,
     fixtures, leasehold improvements or proceeds, if any, related thereto;

          (8) Liens existing on the date of this Indenture;

          (9) Liens securing Obligations of Amkor and/or any Restricted
     Subsidiary in respect of any Receivables Program;

          (10) 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;

          (11) 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
                                        50
<PAGE>

     and crew's wages and other similar Liens, in each case that 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;

          (12) 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;

          (13) 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 (4), (5), (7) and (8) of this definition; provided that
     such Liens do not extend to any other property of Amkor or any Restricted
     Subsidiary of Amkor and the principal amount of the Indebtedness secured by
     such Lien is not increased;

          (14) 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;

          (15) Liens securing obligations of Amkor under Hedging Obligations
     permitted to be incurred under clause (7) of the second paragraph of
     "-- Certain Covenants -- Incurrence of Indebtedness and Issuance of
     Preferred Stock" or any collateral for the Indebtedness to which such
     Hedging Obligations relate;

          (16) 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;

          (17) 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;

          (18) Liens arising out of consignment or similar arrangements for the
     sale of goods in the ordinary course of business;

          (19) 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;

          (20) Liens securing other Indebtedness not exceeding $10 million at
     any time outstanding;

          (21) Liens securing Permitted Refinancing Indebtedness, provided that
     such Liens do not extend to any other property of Amkor or any Restricted
     Subsidiary of Amkor and the principal amount of the Indebtedness secured by
     such Lien is not increased; and

          (22) Liens on the Equity Interests of Unrestricted Subsidiaries
     securing obligations of Unrestricted Subsidiaries not otherwise prohibited
     by the Indenture.

     "Permitted Refinancing Indebtedness" means any Indebtedness of Amkor 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 Amkor or any of its Restricted Subsidiaries (other than
intercompany Indebtedness); provided that:

          (1) 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);

          (2) 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;
                                        51
<PAGE>

     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;

          (3) 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

          (4) such Indebtedness is incurred either by Amkor or by the Restricted
     Subsidiary who is the obligor on the Indebtedness being extended,
     refinanced, renewed, replaced, defeased or refunded.

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

     "Qualified Proceeds" means any of the following or any combination of the
following:

          (1) any Cash Equivalents;

          (2) any liabilities (as would be shown on Amkor's or such Restricted
     Subsidiary's balance sheet if prepared in accordance with GAAP on the date
     of the corresponding Asset Sale) of Amkor 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 Amkor or such Restricted Subsidiary from further liability;

          (3) any securities, notes or other obligations received by Amkor or
     any such Restricted Subsidiary from such transferee that are converted by
     Amkor or such Restricted Subsidiary into cash within 90 days after such
     Asset Sale (to the extent of the cash received in that conversion);

          (4) long-term assets that are used or useful in a Permitted Business;
     and

          (5) 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 (4) and (5) 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:

          (1) accounts;

          (2) 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);

          (3) 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;

          (4) all rights to any goods or merchandise represented by any of the
     foregoing (including, without limitation, returned or repossessed goods);

          (5) all reserves and credit balances with respect to any such accounts
     receivable or account debtors;

          (6) all letters of credit, security or Guarantees of any of the
     foregoing;
                                        52
<PAGE>

          (7) all insurance policies or reports relating to any of the
     foregoing;

          (8) all collection or deposit accounts relating to any of the
     foregoing;

          (9) all books and records relating to any of the foregoing;

          (10) all instruments, contract rights, chattel paper, documents and
     general intangibles relating to any of the foregoing; and

          (11) 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 Registration Rights Agreement by
and among us and the initial purchasers, as such agreement may be amended,
modified or supplemented from time to time.

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

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

     "Significant Subsidiary" means any Subsidiary that would be a "significant
subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated by
the SEC, as such Regulation is in effect on the date hereof assuming that Amkor
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 Amkor 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 Amkor 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 Amkor 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 Amkor 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 million, Amkor shall deliver to the
Trustee a resolution of the Board of Directors of Amkor 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:

          (1) 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

          (2) 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).

     "Subsidiary Guarantee" means a Guarantee endorsed on the Notes by a
Guarantor.

                                        53
<PAGE>

     "Supply Agreement" means that certain Packaging & Test Services Agreement
dated as of January 1, 1998, among Amkor, our predecessor company (Amkor
Electronics, Inc.), Amkor Technology Limited (f/k/a C.I.L. Limited), ASI and
Anam USA, Inc., as the same may be extended or renewed from time to time without
alteration of the material terms thereof.

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

     "Transition Services Agreement" means that certain Transition Services
Agreement entered into by and between Amkor and ASI 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.

     "Unrestricted Subsidiary" means any Subsidiary of Amkor 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:

          (1) has no Indebtedness other than Non-Recourse Debt;

          (2) is a Person with respect to which neither Amkor 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;

          (3) has not guaranteed or otherwise directly or indirectly provided
     credit support for any Indebtedness of Amkor or any of its Restricted
     Subsidiaries; and

          (4) has at least one director on its Board of Directors that is not a
     director or executive officer of Amkor or any of its Restricted
     Subsidiaries and has at least one executive officer that is not a director
     or executive officer of Amkor or any of its Restricted Subsidiaries.

     Any designation of a Subsidiary of Amkor 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 Officer's
Certificate certifying that such designation complied with the preceding
conditions and was permitted under "-- Certain Covenants -- Restricted
Payments." If, at any time, any Unrestricted Subsidiary would fail to meet the
preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease
to be an Unrestricted Subsidiary for purposes of the Indenture and any
Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted
Subsidiary of Amkor as of such date and, if such Indebtedness is not permitted
to be incurred as of such date under "-- Certain Covenants -- Incurrence of
Indebtedness and Issuance of Preferred Stock," Amkor shall be in default of such
covenant. The Board of Directors of Amkor 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 Amkor of any outstanding Indebtedness of such Unrestricted
Subsidiary and such designation shall only be permitted if (1) such Indebtedness
is permitted under "-- Certain Covenants -- Incurrence of Indebtedness and
Issuance of Preferred Stock," calculated on a pro forma basis as if such
designation had occurred at the beginning of the four-quarter reference period,
and (2) no Default or Event of Default would be in existence following such
designation.

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

     "Weighted Average Life to Maturity" means, when applied to any Indebtedness
at any date, the number of years obtained by dividing:

          (1) the sum of the products obtained by multiplying (a) 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 (b) the number of years (calculated to the nearest
     one-twelfth) that will elapse between such date and the making of such
     payment; by

          (2) the then outstanding principal amount of such Indebtedness.
                                        54
<PAGE>

     "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.

ADDITIONAL TERMS OF THE EXCHANGE NOTES

     The terms of the exchange notes will be identical in all material respects
to those of the original notes except that the exchange notes:

     - will have been registered under the Securities Act and therefore will not
       be subject to certain restrictions on transfer applicable to the original
       notes and

     - will not be entitled to certain registration rights under the
       Registration Rights Agreement, including the provision for Liquidated
       Damages of up to 1.00% per annum on the original notes.

     Holders of original notes should review the information set forth under
"Risk Factors" and "The Exchange Offer -- Consequences of Failure to Exchange."

                                        55
<PAGE>

                         BOOK-ENTRY; DELIVERY AND FORM

THE GLOBAL SECURITIES

     The original notes are, and the exchange notes will be, issued in the form
of one or more global certificates, known as "global securities." The global
securities will be deposited on the date of the acceptance for exchange of the
original notes and the issuance of the exchange notes with, or behalf of, DTC
and registered in the name of Cede & Co., as DTC's nominee.

     Exchange notes that are issued as described below under "Issuance of
Certificated Securities" will be issued in the form of registered definitive
certificates, known as "certificated securities." Upon the transfer of
certificated securities, such certificated securities may, unless the global
securities have previously been exchanged for certificated securities, be
exchanged for an interest in the global securities representing the principal
amount of exchange notes being transferred.

     Persons holding interests in the global securities may hold their interests
directly through DTC or indirectly through organizations that are participants
in DTC.

     The descriptions of the operations and procedures of DTC, Euroclear and
Clearstream set forth below are provided solely as a matter of convenience.
These operations and procedures are solely within the control of the respective
settlement systems and are subject to change by them from time to time. Neither
we, the trustee, nor any paying agent or registrar takes any responsibility for
these operations or procedures, and holders of securities are urged to contact
the relevant system or its participants directly to discuss these matters.

     DTC has advised us that it is (1) a limited purpose trust company organized
under the laws of the State of New York, (2) a "banking organization" within the
meaning of the New York Banking Law, (3) a member of the Federal Reserve System,
(4) a "clearing corporation" within the meaning of the Uniform Commercial Code,
as amended, and (5) a "clearing agency" registered pursuant to Section 17A of
the Exchange Act. DTC was created to hold securities for its participants and
facilitates the clearance and settlement of securities transactions between
participants through electronic book-entry changes to the accounts of its
participants, thereby eliminating the need for physical transfer and delivery of
certificates. DTC's participants include securities brokers and dealers,
including the initial purchasers, banks and trust companies, clearing
corporations and certain other organizations. Indirect access to DTC's system is
also available to other entities such as banks, brokers, dealers and trust
companies, referred to as "indirect participants," that clear through or
maintain a custodial relationship with a participant, either directly or
indirectly. Investors who are not participants may beneficially own securities
held by or on behalf of DTC only through participants or indirect participants.

     Ownership of the exchange notes will be shown on, and the transfer of
ownership thereof will be effected only through, records maintained by DTC, with
respect to the interests of participants, and the records of participants and
the indirect participants, with respect to the interests of persons other than
participants.

     The laws of some jurisdictions may require that some types of purchasers of
exchange notes take physical delivery of the securities in definitive form.
Accordingly, the ability to transfer interests in exchange notes represented by
a global security to these persons may be limited. In addition, because DTC can
act only on behalf of its participants, who in turn act on behalf of persons who
hold interests through participants, the ability of a person having an interest
in securities represented by a global security to pledge or transfer the
interest to persons or entities that do not participate in DTC's system, or to
otherwise take actions in respect of the interest, may be affected by the lack
of a physical definitive security in respect of the interest.

     So long as DTC or its nominee is the registered owner of a global security,
DTC or such nominee, as the case may be, will be considered the sole owner or
holder of the exchange notes represented by the global security for all purposes
under the indenture. Except as provided below, owners of beneficial interests in
a global security will not be entitled to have securities represented by the
global security registered in their names, will not receive or be entitled to
receive physical delivery of certificated securities, and will not be considered
the owners or holders thereof under the indenture for any purpose, including
with respect to the
                                        56
<PAGE>

giving of any direction, instruction or approval to the trustee under the
indenture. Accordingly, each holder owning a beneficial interest in a global
security must rely on the procedures of DTC and, if the holder is not a
participant or an indirect participant, on the procedures of the participant
through which the holder owns its interest, to exercise any rights of a holder
of exchange notes under the indenture or the global security.

     We understand that under existing industry practice, in the event that we
request any action of holders of exchange notes, or a holder that is an owner of
a beneficial interest in a global security desires to take any action that DTC,
as the holder of such global security, is entitled to take, DTC would authorize
the participants to take the action and the participants would authorize holders
owning through the participants to take the action or would otherwise act upon
the instruction of the holders. Neither we nor the trustee will have any
responsibility or liability for any aspect of the records relating to, or
payments made on account of securities by, DTC, or for maintaining, supervising
or reviewing any records of DTC relating to the exchange notes.

     Payments with respect to the principal of, and premium, if any, and
interest on, any exchange notes represented by a global security registered in
the name of DTC or its nominee on the applicable record date will be payable by
the trustee to or at the direction of DTC or its nominee in its capacity as the
registered holder of the global security representing the exchange notes under
the indenture. Under the terms of the indenture, we may treat, and the trustee
may treat, the persons in whose names the exchange notes, including the global
securities, are registered as the owners of the exchange notes for the purpose
of receiving payment on the exchange notes and for any and all other purposes
whatsoever. Accordingly, neither we nor the trustee has or will have any
responsibility or liability for the payment of these amounts to owners of
beneficial interests in the global security, including principal, premium, if
any, and interest. Payments by the participants and the indirect participants to
the owners of beneficial interests in the global securities will be governed by
standing instructions and customary industry practice and will be the
responsibility of the participants or the indirect participants and DTC.

     Transfers between participants in DTC will be effected in accordance with
DTC's procedures, and will be settled in same-day funds. Transfers between
participants in Euroclear or Clearstream will be effected in the ordinary way in
accordance with their respective rules and operating procedures.

     Subject to compliance with the transfer restrictions applicable to the
securities, cross-market transfers between the participants in DTC, on the one
hand, and Euroclear or Clearstream participants, on the other hand, will be
effected through DTC in accordance with DTC's rules on behalf of Euroclear or
Clearstream, as the case may be, by its respective depositary; however, such
cross-market transactions will require delivery of instructions to Euroclear or
Clearstream, as the case may be, by the counterparty in the system in accordance
with the rules and procedures and within the established deadlines (Brussels
time) of the system. Euroclear or Clearstream, as the case may be, will, if the
transaction meets its settlement requirements, deliver instructions to its
respective depositary to take action to effect final settlement on its behalf by
delivering or receiving interests in the relevant global securities in DTC, and
making or receiving payment in accordance with normal procedures for same-day
funds settlement applicable to DTC. Euroclear participants and Clearstream
participants may not deliver instructions directly to the depositaries for
Euroclear or Clearstream.

     Because of time zone differences, the securities account of a Euroclear or
Clearstream participant purchasing an interest in a global security from a
participant in DTC will be credited, and any such crediting will be reported to
the relevant Euroclear or Clearstream participant, during the securities
settlement processing day, which must be a business day for Euroclear and
Clearstream, immediately following the settlement date of DTC. Cash received in
Euroclear or Clearstream as a result of the sale of an interest in a global
security by or through a Euroclear or Clearstream participant to a participant
in DTC will be received with value on the settlement date of DTC but will be
available in the relevant Euroclear or Clearstream cash account only as of the
business day for Euroclear or Clearstream following DTC's settlement date.

     Although DTC, Euroclear and Clearstream have agreed to the foregoing
procedures to facilitate transfers of interests in the global securities among
participants in DTC, Euroclear and Clearstream, they are under no obligation to
perform or to continue to perform such procedures, and such procedures may be
discontinued at any time. Neither we nor the trustee will have any
responsibility for the performance by DTC, Euroclear or
                                        57
<PAGE>

Clearstream or their respective participants or indirect participants of their
respective obligations under the rules and procedures governing their
operations.

ISSUANCE OF CERTIFICATED SECURITIES

     If (1) we notify the trustee in writing that DTC, Euroclear or Clearstream
is no longer willing or able to act as a depositary or clearing system for the
exchange notes or DTC ceases to be registered as a clearing agency under the
Exchange Act, and a successor depositary or clearing system is not appointed
within 90 days of this notice or cessation, (2) we, at our option, notify the
trustee in writing that we elect to cause the issuance of exchange notes in
definitive form under the indenture, or (3) upon the occurrence and continuation
of an event of default under the indenture with respect to any series of
exchange notes, then, upon surrender by DTC of the global securities,
certificated securities will be issued to each person that DTC identifies as the
beneficial owner of the exchange notes represented by the global securities.
Upon any such issuance, the trustee is required to register the certificated
securities in the name of the person or persons or the nominee of any of these
persons and cause the same to be delivered to these persons.

     Neither we nor the trustee shall be liable for any delay by DTC or any
participant or indirect participant in identifying the beneficial owners of the
related exchange notes and each such person may conclusively rely on, and shall
be protected in relying on, instructions from DTC for all purposes, including
with respect to the registration and delivery, and the respective principal
amounts, of the exchange notes to be issued.

                UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

     The following is a general discussion of the material United States federal
income tax consequences relating to the exchange of original notes for exchange
notes in the exchange offer and the ownership and disposition of the exchange
notes. This discussion is based on, as of the date hereof, the applicable
provisions of the Internal Revenue Code of 1986, as amended (the "Code"),
Treasury Regulations promulgated or proposed thereunder, judicial decisions and
current positions of the Internal Revenue Service contained in published revenue
rulings, revenue procedures and announcements, all of which are subject to
change either prospectively or retroactively, or are subject to different
interpretations. We have not obtained, nor do we intend to obtain, a ruling from
the Internal Revenue Service as to any United States federal income tax
consequences discussed below and there can be no assurances that the Internal
Revenue Service will not take contrary positions.

     This discussion is limited to U.S. and Non-U.S. Holders who exchange
original notes for exchange notes pursuant to the exchange offer and who hold
the exchange notes as capital assets. This discussion does not deal with all
aspects of United States federal income taxation that might be relevant to
holders in light of their particular circumstances, nor does it address the tax
consequences to holders subject to special treatment under the United States
federal income tax laws, such as:

     - certain financial institutions;

     - insurance companies;

     - tax-exempt organizations;

     - dealers in securities or foreign currencies;

     - persons who hold the exchange notes as part of a hedge, conversion
       transaction, straddle or other integrated transaction;

     - U.S. Holders whose functional currency is not the United States dollar;

     - partnerships or other entities classified as partnerships for United
       States federal income tax purposes;

     - certain former citizens or residents of the United States; and

     - persons subject to the alternative minimum tax.

                                        58
<PAGE>

     This discussion does not address the tax consequences arising under the
laws of any foreign, state or local jurisdiction. PROSPECTIVE INVESTORS ARE
URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE UNITED STATES FEDERAL TAX
CONSEQUENCES OF ACQUIRING, HOLDING AND DISPOSING OF THE EXCHANGE NOTES, AS WELL
AS ANY TAX CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCAL OR FOREIGN
TAXING JURISDICTION.

     As used herein, the term "U.S. Holder" means a beneficial owner of a note
that is for United States federal income tax purposes:

     - a citizen or resident of the United States;

     - a corporation, or other entity taxable as a corporation for United States
       federal income tax purposes, created or organized in or under the laws of
       the United States or any political subdivision thereof;

     - an estate, the income of which is subject to United States federal income
       taxation regardless of its source;

     - a trust that either (1) is subject to the supervision of a court within
       the United States and has one or more United States persons with
       authority to control all substantial decisions or (2) has a valid
       election in effect under applicable Treasury Regulations to be treated as
       a United States person; or

     - not otherwise a U.S. Holder but whose income from a note is effectively
       connected with the holder's conduct of a trade or business in the United
       States.

     As used herein, the term "Non-U.S. Holder" means a beneficial owner of a
note that is not a U.S. Holder for United States federal income tax purposes.

THE EXCHANGE OFFER

     An exchange of original notes for exchange notes pursuant to the exchange
offer will not be a taxable event for United States federal income tax purposes.
Consequently, U.S. Holders and Non-U.S. Holders will not recognize any taxable
gain or loss as a result of exchanging original notes for exchange notes
pursuant to the exchange offer. The holding period of the exchange notes will
include the holding period of the original notes, and the tax basis in the
exchange notes will be the same as the basis in the original notes immediately
before the exchange.

TAX CONSEQUENCES TO U.S. HOLDERS

  TREATMENT OF INTEREST

     Interest on an exchange note will be taxable to a U.S. Holder as ordinary
interest income at the time it accrues or is received in accordance with the
U.S. Holder's regular method of accounting for United States federal income tax
purposes.

 SALE, EXCHANGE OR RETIREMENT OF EXCHANGE NOTES

     In general, upon the sale, exchange, retirement or other taxable
disposition of an exchange note, a U.S. Holder will recognize taxable gain or
loss equal to the difference between:

          (1) the amount of cash and the fair market value of other property
     received in the sale, exchange, retirement or other taxable disposition
     (less any amount attributable to accrued but unpaid interest on the
     exchange note not previously included in gross income by the U.S. Holder,
     which will be taxable as such); and

          (2) the U.S. Holder's adjusted tax basis in such exchange note.

     Gain or loss recognized by a U.S. Holder on the sale, exchange, retirement
or other taxable disposition of an exchange note generally will be capital gain
or loss. The gain or loss will be long-term capital gain or loss, if

                                        59
<PAGE>

the exchange note has been held for more than 12 months. The deductibility of
capital losses is subject to certain limitations.

 BACKUP WITHHOLDING AND INFORMATION REPORTING

     Information returns will be filed with the Internal Revenue Service in
connection with payments on the exchange notes and the proceeds from a sale or
other disposition of the exchange notes. A U.S. Holder will not be subject to a
28% backup withholding tax on these payments if the U.S. Holder provides its
taxpayer identification number to the paying agent and complies with certain
certification procedures or is otherwise exempt from backup withholding. The
amount of any backup withholding withheld from a payment to a U.S. Holder will
be allowed as a credit against the U.S. Holder's United States federal income
tax liability and may entitle the U.S. Holder to a refund, provided that the
required information is furnished to the Internal Revenue Service.

TAX CONSEQUENCES TO NON-U.S. HOLDERS

  TREATMENT OF INTEREST

     Subject to the discussion below concerning backup withholding, payments of
interest on the exchange notes to any Non-U.S. Holder will not be subject to
United States federal income tax, or 30% withholding, provided that:

          (1) the interest is not effectively connected with the conduct by the
     Non-U.S. Holder of a trade or business in the United States;

          (2) the Non-U.S. Holder does not own, actually or constructively, 10%
     or more of the combined voting power of all classes of our stock entitled
     to vote;

          (3) the Non-U.S. Holder is not a controlled foreign corporation
     (within the meaning of the Code) that is related, directly or indirectly,
     to us through stock ownership; and

          (4) either (A) the beneficial owner of an exchange note certifies on
     Internal Revenue Service Form W-8BEN, under penalties of perjury, that the
     Non-U.S. Holder is not a United States person or (B) the Non-U.S. Holder
     holds its exchange note through certain foreign intermediaries and
     satisfies the certification requirements of applicable United States
     Treasury Regulations.

 SALE, EXCHANGE OR RETIREMENT OF EXCHANGE NOTES

     Subject to the discussion below concerning backup withholding, a Non-U.S.
Holder of an exchange note will not be subject to United States federal income
tax on any gain realized on the sale, exchange, retirement or other taxable
disposition of an exchange note unless (1) the Non-U.S. Holder is an individual
who is present in the United States for 183 days or more during the taxable year
of disposition and certain other conditions are met or (2) the gain is
effectively connected with the conduct by the Non-U.S. Holder of a trade or
business in the United States.

 BACKUP WITHHOLDING AND INFORMATION REPORTING

     Information returns will be filed with the Internal Revenue Service in
connection with payments on the exchange notes and the proceeds from a sale,
exchange, retirement or other taxable disposition of the exchange notes. In
order to avoid information reporting and backup withholding tax requirements, a
Non-U.S. Holder of an exchange note may have to comply with certification
procedures to establish that the Non-U.S. Holder is not a United States person.
The certification procedures required to claim the portfolio interest exemption
described under the heading "Treatment of Interest" generally will satisfy the
certification requirements necessary to avoid the 28% backup withholding tax as
well. The amount of any backup withholding tax withheld from a payment to a
Non-U.S. Holder will be allowed as a credit against the Non-U.S. Holder's United
States federal income tax liability and may entitle the holder to a refund,
provided that the required information is furnished to the Internal Revenue
Service.

                                        60
<PAGE>

                              PLAN OF DISTRIBUTION

     Based on interpretations of the SEC staff in no-action letters issued to
third parties, we believe that you may resell or otherwise transfer exchange
notes issued in the exchange offer without further compliance with the
registration and prospectus delivery requirements of the Securities Act if:

     - you acquire exchange notes in the ordinary course of your business, and

     - you are not engaged in, and do not intend to engage in, and have no
       arrangement or understanding with any person to participate in, a
       distribution of exchange notes.

     We believe that you may not transfer exchange notes issued in the exchange
offer without further compliance with such requirements or an exemption from
such requirements if you are:

     - our affiliate within the meaning of Rule 405 under the Securities Act, or

     - a broker-dealer that acquired original notes as a result of market-making
       or other trading activities.

     The information described above concerning interpretations of and positions
taken by the SEC staff is not intended to constitute legal advice.
Broker-dealers should consult their own legal advisors with respect to these
matters.

     If you wish to exchange your original notes for exchange notes in the
exchange offer, you will be required to make representations to us as described
in "The Exchange Offer -- Procedures for Tendering" and "-- Your Representations
to Us" of this prospectus and in the letter of transmittal. In addition, if a
broker-dealer receives exchange notes for its own account in exchange for
original notes that were acquired by it as a result of market-making activities
or other trading activities, it will be required to acknowledge that it will
deliver a prospectus in connection with any resale by it of such exchange notes.
A broker-dealer may use this prospectus, as we may amend or supplement it, in
connection with these resales. We have agreed that, for a period of 180 days
after the closing date of the exchange offer, we will make this prospectus, as
amended or supplemented, available to any broker-dealer for use in connection
with any such resale.

     We will not receive any proceeds from any sale of exchange notes by
broker-dealers. Exchange notes received by broker-dealers for their own account
in the exchange offer may be sold from time to time in one or more transactions:

     - in the over-the-counter market,

     - in negotiated transactions,

     - through the writing of options on the exchange notes, or

     - a combination of such methods of resale.

     The prices at which these sales occur may be:

     - at market prices prevailing at the time of resale,

     - at prices related to such prevailing market prices, or

     - at negotiated prices.

     Any such resale may be made directly to purchasers or to or through brokers
or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer or the purchasers of any such exchange
notes. Any broker-dealer that resells exchange notes that it received for its
own account in the exchange offer and any broker or dealer that participates in
a distribution of exchange notes may be deemed to be an underwriter within the
meaning of the Securities Act. Any profit on any resale of exchange notes and
any commission or concessions received by any such persons may be deemed to be
underwriting compensation. The letter of transmittal states that, by
acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an underwriter within the
meaning of the Securities Act.

                                        61
<PAGE>

                                 LEGAL MATTERS

     The validity of the exchange notes being offered hereby will be passed upon
for Amkor Technology, Inc. by Perkins Coie LLP, Menlo Park, California.

                                    EXPERTS

     The audited consolidated financial statements of Amkor Technology, Inc. and
its subsidiaries as of December 31, 2002 and 2001 and for each of the three
years in the period ended December 31, 2002, incorporated in this Prospectus by
reference to the annual report on Form 10-K/A have been audited by
PricewaterhouseCoopers LLP, independent accountants, as indicated in their
report with respect thereto. PricewaterhouseCoopers LLP did not audit the
financial statements of Amkor Technology Philippines, Inc. (formerly Amkor
Technology (P1/P2), Inc., which subsequently merged with Amkor Technology
Philippines (P3/P4), Inc. and Anam/Amkor Precision Machine Company
(Philippines), Inc. with Amkor Technology (P1/P2), Inc. as the surviving
entity), a wholly owned subsidiary, referred to as ATP, which financial
statements reflect total assets of 14% and 17% and operating expenses of 14%,
18% and 17% of the related consolidated totals as of December 31, 2002 and 2001
and for the each of the three years in the period ended December 31, 2002. The
financial statements of ATP for 2002 were audited by SyCip Gorres Velayo & Co.,
a member practice of Ernst & Young Global, whose report thereon dated January
15, 2003 has been furnished to PricewaterhouseCoopers LLP. Such financial
statements have been so included in reliance on the reports of such independent
accountants given on the authority of such firms as experts in auditing and
accounting.

     The combined financial statements of Amkor Technology Philippines (P1/P2),
Inc. and Amkor Technology Philippines (P3/P4), Inc. as of December 31, 2001 and
for each of the two years in the period ended December 31, 2001 were audited by
Andersen Worldwide (through its then Philippine member firm, SyCip Gorres Velayo
& Co.), who prior to cessation of its operations in August 2002 had expressed an
unqualified opinion on those financial statements in its report dated March 19,
2002.

     With the cessation of its operations, Andersen Worldwide can no longer
consent to the use of its audit report in, or participate in the preparation of,
the registration statement of which this prospectus is a part. Accordingly, your
ability to seek damages from Andersen Worldwide in connection with the exchange
offer will be limited.

                                        62
<PAGE>

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

     NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE EXCHANGE
OFFER, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY AMKOR TECHNOLOGY, INC. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN THOSE TO WHICH IT
RELATES OR AN OFFER OR A SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH
SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH
OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCE CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS
OF AMKOR TECHNOLOGY, INC. SINCE THE DATE HEREOF.

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

                               TABLE OF CONTENTS

<Table>
<Caption>
                                          PAGE
                                          ----
<S>                                       <C>
Forward-Looking Information.............    1
Where You Can Find More Information.....    1
Prospectus Summary......................    3
Amkor Technology........................    3
Summary of the Exchange Offer...........    4
The Exchange Agent......................    7
The Exchange Notes......................    7
Risk Factors............................    9
Private Placement.......................   11
Use of Proceeds.........................   12
Ratio of Earnings to Fixed Charges......   12
Capitalization..........................   13
The Exchange Offer......................   14
Description of the Notes................   22
Book-Entry; Delivery and Form...........   56
United States Federal Income Tax
  Considerations........................   58
Plan of Distribution....................   61
Legal Matters...........................   62
Experts.................................   62
</Table>

           ---------------------------------------------------------
           ---------------------------------------------------------
           ---------------------------------------------------------
           ---------------------------------------------------------
                             AMKOR TECHNOLOGY, INC.
                             ---------------------
                             OFFER TO EXCHANGE ITS
                          7.75% SENIOR NOTES DUE 2013
                      THAT HAVE BEEN REGISTERED UNDER THE
                       SECURITIES ACT OF 1933, AS AMENDED
                       FOR ANY AND ALL OF ITS OUTSTANDING
                          7.75% SENIOR NOTES DUE 2013
                   THAT WERE ISSUED AND SOLD IN A TRANSACTION
                            EXEMPT FROM REGISTRATION
                  UNDER THE SECURITIES ACT OF 1933, AS AMENDED
                           -------------------------

                                   PROSPECTUS
                           -------------------------
                                          , 2003

           ---------------------------------------------------------
           ---------------------------------------------------------
<PAGE>

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses including attorneys' fees, judgments, fines and
amounts paid in settlement in connection with various actions, suits or
proceedings, whether civil, criminal, administrative or investigative, other
than an action by or in the right of the corporation, a derivative action, if
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, if they had no reasonable cause to believe their
conduct was unlawful. A similar standard is applicable in the case of derivative
actions, except that indemnification only extends to expenses including
attorneys' fees incurred in connection with the defense or settlement of such
actions, and the statute requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation. The statute provides that it is not exclusive of other
indemnification that may be granted by a corporation's by-laws, disinterested
director vote, stockholder vote, agreement or otherwise.

     Our Certificate of Incorporation provides for the indemnification of
directors to the fullest extent permissible under Delaware law. Our Bylaws
provide for the indemnification of officers, directors and third parties acting
on behalf of Amkor if such person acted in good faith and in a manner reasonably
believed to be in and not opposed to the best interest of Amkor, and with
respect to any criminal action or proceeding, the indemnified party had no
reason to believe his conduct was unlawful. We have entered into indemnification
agreements with our directors and executive officers, in addition to
indemnification provided for in our Bylaws, and intend to enter into
indemnification agreements with any new directors and executive officers in the
future. Our certificate of incorporation also provides that we shall pay the
expenses incurred in defending any such proceeding in advance of its final
disposition, subject to the provisions of the Delaware General Corporation Law.
Such rights are not exclusive of any other right which any person may have or
thereafter acquire under any statute, provision of the certificate, by-law,
agreement, vote of stockholders or disinterested directors or otherwise. No
repeal or modification of such provision will in any way diminish or adversely
affect the rights of any director, officer, employee or agent of us thereunder
in respect of any occurrence or matter arising before any such repeal or
modification.

     The Delaware General Corporation Law permits a corporation to provide in
its certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability for:

     - any breach of the director's duty of loyalty to the corporation or its
       stockholders,

     - acts or omissions not in good faith or which involve intentional
       misconduct or a knowing violation of law,

     - payments of unlawful dividends or unlawful stock repurchases or
       redemptions, or

     - any transaction from which the director derived an improper personal
       benefit.

     Our certificate of incorporation provides that none of our directors will
be personally liable to us or our stockholders for monetary damages for breach
of fiduciary duty as a director, except, if required by the Delaware General
Corporation Law as amended from time to time, for liability

     - for any breach of the director's duty of loyalty to us or our
       stockholders,

     - for acts or omissions not in good faith or which involve intentional
       misconduct or a knowing violation of law,

                                       II-1
<PAGE>

     - under Section 174 of the Delaware General Corporation Law, which concerns
       unlawful payments of dividends, stock purchases or redemptions, or

     - for any transaction from which the director derived an improper personal
       benefit.

     Neither the amendment nor repeal of such provision will eliminate or reduce
the effect of such provision in respect of any matter occurring, or any cause of
action, suit or claim that, but for such provision, would accrue or arise,
before such amendment or repeal.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.

ITEM 21.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

     (a) Exhibits

     Reference is made to the Exhibit Index on page E-1.

ITEM 22.  UNDERTAKINGS

     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended (the
"Securities Act"), each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act),
that is incorporated by reference in this Registration Statement shall be deemed
to be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

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

     The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11, or 13 of this Form S-4, within one business day of receipt
of such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.

     The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.

                                       II-2
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of West Chester, State of Pennsylvania, on the 9th day
of July, 2003.

                                          AMKOR TECHNOLOGY, INC.

                                          By:       /s/ JAMES J. KIM
                                            ------------------------------------
                                            Name: James J. Kim
                                            Title:  Chairman and Chief Executive
                                              Officer

                               POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and appoints
James J. Kim and Kenneth T. Joyce and each of them, his true and lawful
attorneys in fact and agents with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments), any registration
statement relating to the same offering as this Registration Statement that is
to be effective upon filing pursuant to Rule 462(b), and any and all additions
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys in fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys in fact
and agents or his substitute or substitutes may lawfully do or cause to be done
by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below on July 9, 2003.

<Table>
<Caption>
                          SIGNATURE                                                TITLE
                          ---------                                                -----
<S>     <C>                                                     <C>                                           <C>

                      /s/ JAMES J. KIM                              Chairman and Chief Executive Officer
 ----------------------------------------------------------            (Principal Executive Officer)
                        James J. Kim


                     /s/ JOHN N. BORUCH                                    President and Director
 ----------------------------------------------------------
                       John N. Boruch


                    /s/ KENNETH T. JOYCE                        Chief Financial Officer (Principal Financial
 ----------------------------------------------------------               and Accounting Officer)
                      Kenneth T. Joyce


                  /s/ WINSTON J. CHURCHILL                                        Director
 ----------------------------------------------------------
                    Winston J. Churchill


                    /s/ THOMAS D. GEORGE                                          Director
 ----------------------------------------------------------
                      Thomas D. George


                   /s/ GREGORY K. HINCKLEY                                        Director
 ----------------------------------------------------------
                     Gregory K. Hinckley
</Table>

                                       II-3
<PAGE>

<Table>
<Caption>
                          SIGNATURE                                                TITLE
                          ---------                                                -----

<S>     <C>                                                     <C>                                           <C>

                      /s/ JOHN B. NEFF                                            Director
 ----------------------------------------------------------
                        John B. Neff


                      /s/ JUERGEN KNORR                                           Director
 ----------------------------------------------------------
                        Juergen Knorr


                      /s/ JAMES W. ZUG                                            Director
 ----------------------------------------------------------
                        James W. Zug
</Table>

                                       II-4
<PAGE>

                                 EXHIBIT INDEX

<Table>
<Caption>
EXHIBIT
NUMBER                            DESCRIPTION
-------                           -----------
<C>       <S>
  1.1     Purchase Agreement, dated May 1, 2003, related to $425
          million 7.75% Senior Notes due 2013 (incorporated by
          reference from Amkor's quarterly report on Form 10-Q for the
          quarter ended March 31, 2003).
  4.1     Indenture, dated as of May 8, 2003, between Amkor
          Technology, Inc. and U.S. Bank National Association
          (incorporated by reference from Amkor's quarterly report on
          Form 10-Q for the quarter ended March 31, 2003).
  4.2     Registration Rights Agreement, dated as of May 8, 2003,
          between Amkor Technology, Inc. and Citigroup Global Markets
          Inc., Deutsche Bank Securities, Inc. and J.P. Morgan
          Securities, Inc.
  4.3     Form of 7.75% Exchange Note due 2013
  5.1     Opinion of Perkins Coie LLP as to legality of the Exchange
          Notes issued by Amkor Technology, Inc.
  8.1     Opinion of Perkins Coie LLP, special tax counsel, as to
          certain federal income tax matters
 12.1     Computation of ratio of earnings to fixed charges
          (incorporated by reference from Amkor's quarterly report on
          Form 10-Q for the quarter ended March 31, 2003).
 23.1     Consent of PricewaterhouseCoopers LLP
 23.2     Consent of SyCip Gorres Velayo & Co., a member practice of
          Ernst & Young Global
 23.3     Consent of SyCip Gorres Velayo & Co., a member firm of
          Arthur Andersen(1)
 23.4     Consent of Samil Accounting Corporation
 23.5     Consent of Perkins Coie LLP (included in Exhibit 5.1 and
          Exhibit 8.1)
 24.1     Power of Attorney (contained on the signature page hereto)
 25.1     Form T-1 Statement of Eligibility of U.S. Bank National
          Association to act as trustee under the Indenture
 99.1     Form of Letter of Transmittal
 99.2     Form of Notice of Guaranteed Delivery
 99.3     Form of Letter to DTC Participants
 99.4     Form of Letter to Clients
</Table>

     All schedules are omitted because they are inapplicable or the requested
information is shown in the consolidated financial statements of the registrant
or related notes thereto.

(1) The financial statements of Amkor Technology Philippines (P1/P2), Inc. and
    Amkor Technology Philippines (P3/P4), Inc., consolidated subsidiaries of the
    Registrant, for each of the two years in the period ended December 31, 2002,
    have been audited by the independent public accountants SyCip Gorres Velayo
    & Co., a member firm of Arthur Andersen, (referred to herein as Arthur
    Worldwide). However, the Registrant has been unable to obtain the written
    consent of Arthur Worldwide with respect to the incorporation by reference
    of such financial statements in this Registration Statements on Form S-4
    (the "Registration Statement"). Therefore, the Registrant has dispensed with
    the requirement to file the written consent of Arthur Andersen in reliance
    on Rule 437a under the Securities Act of 1933, as amended. As a result, you
    may not be able to recover damages from Arthur Worldwide under Section 11 of
    the Securities Act of 1933, as amended, for any untrue statements of
    material fact or any omissions to state a material fact, if any, contained
    in the financial statements of the Registrant for the aforementioned
    financial statements, which are incorporated by reference in the
    Registration Statement.

                                       E-1

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>4
<FILENAME>w88263exv4w2.txt
<DESCRIPTION>REGISTRATION RIGHTS AGREEMENT DATED MAY 8,2003
<TEXT>
<PAGE>

                                                                     EXHIBIT 4.2

                          REGISTRATION RIGHTS AGREEMENT

                           7.75% SENIOR NOTES DUE 2013

                             Dated as of May 8, 2003

                                  By and Among

                           AMKOR TECHNOLOGY, INC.

                                      and

                          CITIGROUP GLOBAL MARKETS INC.
                          DEUTSCHE BANK SECURITIES INC.
                           J.P. MORGAN SECURITIES INC.

<PAGE>

         This Registration Rights Agreement (this "Agreement") is made and
entered into as of May 8, 2003, by and among Amkor Technology, Inc., a Delaware
corporation (the "Company"), and Citigroup Global Markets Inc., Deutsche Bank
Securities Inc. and J.P. Morgan Securities Inc. (the "Initial Purchasers," or,
each, an "Initial Purchaser"), each of whom has agreed to purchase the Company's
7.75% Senior Notes due 2013 (the "Notes") pursuant to the Purchase Agreement (as
defined below).

         This Agreement is made pursuant to the Purchase Agreement, dated May 1,
2003 (the "Purchase Agreement"), by and among the Company and the Initial
Purchasers. In order to induce the Initial Purchasers to purchase the 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 6 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 8, 2003, between
the Company and U.S. Bank National Association, as Trustee (the "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: As defined in Section 6(c)(iii) hereof.

         Broker-Dealer: Any broker or dealer registered under the Exchange Act.

         Certificated Securities: Definitive Notes, as defined in the 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 Exchange 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 issuance and delivery by
the Company under Section 2.06(f) of the Indenture of Exchange Notes in the same
aggregate principal amount as the aggregate principal amount of Notes tendered
by Holders thereof pursuant to the Exchange Offer.

         Consummation Deadline: As defined in Section 3(b) hereof.

                                        2

<PAGE>

         Effectiveness Deadline: As defined in Section 3(a) hereof.

         Exchange Act: The Securities Exchange Act of 1934, as amended.

         Exchange Notes: Notes to be issued pursuant to the Indenture: (i) in
the Exchange Offer or (ii) as contemplated by Section 4 hereof.

         Exchange Offer: The exchange and issuance by the Company of a principal
amount of Exchange Notes (which shall be registered pursuant to the Exchange
Offer Registration Statement) equal to the outstanding principal amount of 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.

         Filing Deadline: As defined in Section 3(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 Exchange
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.

         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 Indenture.

                                        3

<PAGE>

         Transfer Restricted Securities: Each (A) Note, until the earliest to
occur of (i) the date on which such Note is exchanged in the Exchange Offer for
an Exchange 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 Note has been disposed of in accordance with a Shelf
Registration Statement (and the purchasers thereof have been issued Exchange
Notes), or (iii) the date on which such Note may be sold to the public pursuant
to Rule 144 under the Act and (B) Exchange Note held by a Broker Dealer until
the date on which such Exchange 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 Exchange 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 Exchange Notes to be offered in exchange for the Notes that
are Transfer Restricted Securities and (y) resales of Exchange Notes by
Broker-Dealers that tendered into the Exchange Offer Notes that such
Broker-Dealer acquired for its own account as a result of market making
activities or other trading activities (other than 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 days. The Company shall cause the Exchange Offer to comply with all
applicable federal and state securities laws. No securities other than the
Exchange 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

                                        4

<PAGE>

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 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 Exchange
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 Exchange 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 Notes which
are Transfer Restricted Securities shall notify the Company prior to the 20th
Business Day 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 Exchange 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 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 60th day 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

                                        5

<PAGE>

         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 120th day after the date on which the Company receives notice under
         (x) 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 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

                                        6

<PAGE>

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.

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 set
forth in Section 3(a) or 4(a), as the case may be, (ii) any such Registration
Statement has not been declared effective by the Commission on or prior to the
applicable Effectiveness Deadline set forth in Section 3(a) or 4(a), as the case
may be, (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

                                        7

<PAGE>

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 Indenture, on
each Interest Payment Date, as more fully set forth in the 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 Exchange Notes by Broker-Dealers that
tendered in the Exchange Offer Notes that such Broker-Dealer acquired for its
own account as a result of its market making activities or other trading
activities (other than 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 Exchange Notes to be issued in
         the Exchange Offer and (C) it is acquiring the Exchange 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 Exchange Notes shall
         acknowledge and agree that, if the resales are of Exchange Notes
         obtained by such Holder in exchange for 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

                                        8

<PAGE>

         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
         Exchange 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 Exchange Notes in its ordinary
         course of business and has no arrangement or understanding with any
         Person to participate in the distribution of the Exchange 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.

         (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
         Notes covered by any Shelf Registration Statement contemplated by this
         Agreement, Exchange Notes having an aggregate principal amount equal to
         the aggregate principal amount of Notes sold pursuant to the Shelf
         Registration Statement and surrendered to the Company for cancellation;
         the Company shall register Exchange Notes on the Shelf Registration
         Statement for this purpose and issue the Exchange 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:

                                        9

<PAGE>

                  (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 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

                                       10

<PAGE>

         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 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

                                       11

<PAGE>

         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(k)(iii) and (iv), 6(m) and 6(p) 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 the relevant
                           paragraphs of Section 6(d) and 6(e) 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
                           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

                                       12

<PAGE>

                           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(i) and (j) 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 any agreement
                  entered into by the Company pursuant to this clause (x);

                  (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 Indenture with printed certificates for the Transfer

                                       13

<PAGE>

         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 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 Indenture as
         may be required for such 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 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

                                       14

<PAGE>

and expenses of compliance with federal securities and state Blue Sky or
securities laws; (iii) all expenses of printing (including printing certificates
for the Exchange 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 application and filing fees in connection
with listing the Exchange 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 Notes in the Exchange Offer and/or selling or reselling Notes or
Exchange 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 Weil, Gotshal & Manges LLP, 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
Exchange Notes or registered 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 Exchange Notes or
registered Notes in

                                       15

<PAGE>

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 Securities 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 Exchange Notes or registered 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

                                       16

<PAGE>

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 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, 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

                                       17

<PAGE>

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.

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

                                       18

<PAGE>

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:

                  (i)      if to a Holder, at the address set forth on the
         records of the Registrar under the Indenture, with a copy to the
         Registrar under the 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.

                                       19

<PAGE>

              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 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
Citigroup Global Markets Inc., on behalf of the Initial Purchasers (in the form
attached hereto as Exhibit A) and shall be addressed to: 388 Greenwich Street,
New York, New York 10013, Attention: General Counsel.

         (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 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

                                       20

<PAGE>

Agreement supersedes all prior agreements and understandings between the parties
with respect to such subject matter.

                                       21

<PAGE>

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

The foregoing Agreement is hereby confirmed and
accepted as of the date first above written.

CITIGROUP GLOBAL MARKETS INC.
DEUTSCHE BANK. SECURITIES INC.
J.P. MORGAN SECURITIES INC.

By: CITIGROUP GLOBAL MARKETS INC.

By: ___________________________
    Name:
    Title:

<PAGE>

         SIGNATURE PAGE TO NOTES REGISTRATION RIGHTS AGREEMENT

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                         AMKOR TECHNOLOGY, INC.

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

The foregoing Agreement is hereby confirmed and
accepted as of the date first above written.

CITIGROUP GLOBAL MARKETS INC.
DEUTSCHE BANK. SECURITIES INC.
J.P. MORGAN SECURITIES INC.

By: CITIGROUP GLOBAL MARKETS INC.

By: /s/ TIMOTHY DILWORTH
    ----------------------
    Name:  TIMOTHY DILWORTH
    Title: VICE PRESIDENT

<PAGE>

                                                                       EXHIBIT A

                               NOTICE OF FILING OF
                     EXCHANGE OFFER REGISTRATION STATEMENT

         To:   Citigroup Global Markets Inc.
               Attention: General Counsel
               388 Greenwich Street
               New York, New York 10013
               Fax:(212)816-7912

         From: Amkor Technology, Inc.
               7.75% Senior Notes due 2013

         Date: ___________

         For your information only (NO ACTION REQUIRED):

         Today, ___________, _____, we filed [an 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.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.3
<SEQUENCE>5
<FILENAME>w88263exv4w3.txt
<DESCRIPTION>FORM OF 7.75% EXCHANGE NOTE DUE 2013
<TEXT>
<PAGE>

                                                                     Exhibit 4.3

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


                       7.75% Senior Notes due May 15, 2013

No. R-1                                                             $425,000,000


                             AMKOR TECHNOLOGY, INC.

promises to pay to Cede & Co., as nominee of The Depository Trust Company or
registered assigns, the principal sum of _____________________ Dollars
($________) on May 15, 2013.

Interest Payment Dates:  May 15 and November 15

Record Dates:  May 1 and November 1

Dated:  ______, 2003
<PAGE>
      IN WITNESS WHEREOF, the Company has caused this Note to be signed manually
or by facsimile by its duly authorized officers and a facsimile of its corporate
seal to be affixed hereto and imprinted hereon.







        Dated:  ______, 2003           AMKOR TECHNOLOGY, INC.


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


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


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

U.S. BANK NATIONAL ASSOCIATION,
  as Trustee


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

--------------------------------------------------------------------------------
<PAGE>
                                 [Back of Note]
                       7.75% Senior Notes due May 15, 2013

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.

      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
7.75% per annum from May 8, 2003 until maturity. The Company will pay interest
semi-annually in arrears on May 15 and November 15 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 15, 2003. The Company shall
pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at a rate that is 1% per annum in excess of the rate then in effect; it
shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest (without regard to any
applicable grace periods) from time to time on demand at the same rate to the
extent lawful. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

      2.    Method of Payment. The Company will pay interest on the Notes
(except defaulted interest) to the Persons who are registered Holders of Notes
at the close of business on the May 1 or November 1 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 and premium, 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 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 and premium on, all Global
Notes and all other Notes the Holders of which shall have provided wire transfer
instructions to the Company or the Paying Agent. Such payment shall be in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts.

      3.    Paying Agent and Registrar. Initially, U.S. Bank National
Association, the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without notice
to any Holder. The Company or any of its Subsidiaries may act in any such
capacity.
<PAGE>
      4.    Indenture. The Company issued the Notes under an Indenture dated as
of May 8, 2003 ("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 $425 million in
aggregate principal amount.

      5.    Optional Redemption.

      The Notes will not be redeemable at the option of the Company prior to May
15, 2008. Starting on that date, the Company may redeem all or any portion of
the Notes, at once or over time, after giving the required notice as provided in
this Article 3. The Notes may be redeemed at the redemption prices set forth
below, plus accrued and unpaid interest, if any, to the redemption date (subject
to the right of holders of record on the relevant record date to receive
interest due on the relevant interest payment date). The following prices are
for Notes redeemed during the 12-month period commencing on May 15 of the years
set forth below, and are expressed as percentages of principal amount:

<TABLE>
<CAPTION>
      Redemption Year                                    Price
      ---------------                                    -----
<S>                                                      <C>
      2008............................................   103.875%
      2009............................................   102.583%
      2010............................................   101.292%
      2011 and thereafter.............................   100.000%
</TABLE>

      6.    No Mandatory Redemption.

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

      7.    Repurchase at Option of Holder.

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

      (b) If the Company or a Subsidiary consummates any Asset Sales, within
five days of each date on which the aggregate amount of Excess Proceeds exceeds
$10 million, the Company shall commence an offer to all Holders of Notes and all
holders of other Indebtedness that is pari passu with the Notes containing
provisions similar to Section 4.10 of the Indenture (as "Asset Sale Offer")
pursuant to Section 3.09 of the Indenture to purchase the maximum principal
amount of Notes and such pari passu Indebtedness that may be purchased out of
the Excess Proceeds at an offer price in cash in an amount equal to 100% of the
principal amount thereof plus accrued and unpaid interest 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 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
<PAGE>
holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select
the Notes to be purchased on a pro rata basis. Holders of Notes that are the
subject of an offer to purchase will receive an Asset Sale Offer from the
Company prior to any related purchase date and may elect to have such Notes
purchased by completing the form entitled "Option of Holder to Elect Purchase"
on the reverse of the Notes.

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

      9.    Persons Deemed Owners. The registered Holder of a Note may be
treated as its owner for all purposes.

      10.   Amendment, Supplement and Waiver. Subject to certain exceptions, the
Indenture, the Note Guarantees or the Notes may be amended or supplemented with
the consent of the Holders of at least a majority in principal amount of the
then outstanding Notes voting as a single class, and any existing default or
compliance with any provision of the Indenture, the Note Guarantees or the Notes
may be waived with the consent of the Holders of a majority in principal amount
of the then outstanding Notes voting as a single class. Without the consent of
any Holder of a Note, the Indenture, the Note Guarantees or the Notes may be
amended or supplemented to 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 or to
allow any Guarantor to execute a supplemental indenture to the Indenture and/or
a Note Guarantee with respect to the Notes.

      11.   Defaults and Remedies. Events of Default include: (i) default for 30
days in the payment when due of interest 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 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
Significant 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
<PAGE>
the then outstanding Notes may direct the Trustee in its exercise of any trust
or power. The Trustee may withhold from Holders of the Notes notice of any
continuing Default or Event of Default (except a Default or Event of Default
relating to the payment of principal or interest) if it determines that
withholding notice is in their interest. The Holders of a majority in aggregate
principal amount of the Notes then outstanding by notice to the Trustee may on
behalf of the Holders of all of the Notes waive any existing Default or Event of
Default and its consequences under the Indenture except a continuing Default or
Event of Default in the payment of interest on, or the principal of, the Notes.
The Company is required to deliver to the Trustee annually a statement regarding
compliance with the Indenture, and the Company is required upon becoming aware
of any Default or Event of Default, to deliver to the Trustee a statement
specifying such Default or Event of Default.

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

      13.   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.

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

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

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

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

      18.   CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.
<PAGE>
      The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to:

Amkor Technology, Inc.
1345 Enterprise Drive
West Chester, Pennsylvania  19380
Attention: Secretary
<PAGE>
                                 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).
<PAGE>
                       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).
<PAGE>
            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:


<TABLE>
<CAPTION>
             Amount of       Amount of
            decrease in     increase in    Principal Amount
             Principal       Principal     [at maturity] of   Signature of
               Amount          Amount      this Global Note    authorized
           [at maturity]   [at maturity]    following such     officer of
                of              of             decrease        Trustee or
Date of     this Global     this Global      (or increase)       Note
Exchange       Note            Note                             Custodian
--------   -------------   -------------   ----------------   ------------
<S>        <C>             <C>             <C>                <C>

</TABLE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>6
<FILENAME>w88263exv5w1.txt
<DESCRIPTION>OPINION OF PERKINS COIE LLP
<TEXT>
<PAGE>

                                                                     Exhibit 5.1

                        [Letterhead of Perkins Coie LLP]

                                  July 10, 2003


Amkor Technology, Inc.
1345 Enterprise Drive
West Chester, PA  19380

      RE:   EXCHANGE OFFER RELATING TO 7.75% SENIOR NOTES DUE 2013

Ladies and Gentlemen:

      We have acted as counsel to you in connection with certain proceedings
related to the offer by Amkor Technology, Inc., a Delaware corporation (the
"Company"), to exchange its 7.75% Senior Notes Due 2013 (the "Exchange Notes"),
which are being registered under the Securities Act of 1933, as amended (the
"Act"), pursuant to a Registration Statement on Form S-4 (the "Registration
Statement"), for an equal principal amount at maturity of its outstanding 7.75%
Senior Notes Due 2013 (the "Original Notes"). Capitalized terms used but not
defined herein shall have the meanings assigned thereto in the Registration
Statement.

      In the course of our representation as described above, we have examined,
among other things, the Indenture dated as of May 8, 2003 (the "Indenture"),
between the Company and U.S. Bank National Association, as trustee (the
"Trustee"). We have also examined originals or photocopies, certified or
otherwise identified to our satisfaction, of all such corporate books and
records of the Company and such other documents, records, certificates or other
instruments as we have deemed relevant and necessary as a basis for the opinions
hereinafter set forth.

      Based on the foregoing, and subject to the assumptions, limitations and
qualifications set forth herein, we are of the opinion that when (i) the
Registration Statement has become effective under the Act and the Indenture has
been qualified under the Trust Indenture Act of 1939, as amended, and (ii) the
Exchange Notes have been duly executed, authenticated and delivered in
accordance with the provisions of the Indenture and issued in exchange for
Original Notes pursuant to, and accordance with the terms of, the Exchange Offer
as contemplated in the Registration Statement, the Exchange Notes will
constitute legal, valid and binding obligations of the
<PAGE>
Amkor Technology, Inc.
July 10, 2003
Page 2

Company, enforceable against the Company in accordance with their terms, except
as such enforceability is subject to the effect of (a) bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other laws relating to or
affecting creditors' rights generally (b) general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law) and (c) public policy limitations on rights to indemnification
or contribution.

      To the extent relevant to the opinions set forth above, we have assumed
that the Trustee is duly organized, validly existing and in good standing under
the laws of its jurisdiction of organization; that the Trustee is duly qualified
to engage in the activities contemplated by the Indenture and is duly qualified
and eligible under the terms of the Indenture to act as trustee thereunder; that
the Indenture was duly authorized, executed and delivered by the Trustee; that
the Indenture is a valid and binding obligation of the Trustee; that the Trustee
is in compliance, generally with respect to acting as a trustee under the
Indenture, with all applicable laws and regulations; and that the Trustee has
the requisite organizational and legal power and authority to perform its
obligations under the Indenture.

      This opinion is given in respect of the Indenture and the Exchange Notes
only, and we express no opinion as to the legality, validity or binding effect
of any collateral agreement or other document or any other matter beyond the
matters expressly set forth herein.

      We express no opinion as to the enforceability of provisions of the
Indenture or the Exchange Notes that provide that the assertion or employment of
any right or remedy shall not prevent the concurrent assertion or employment of
any other right or remedy, or that every right and remedy shall be cumulative
and in addition to every other right and remedy, or that any delay or omission
to exercise any right or remedy shall not impair any other right or remedy or
constitute a waiver thereof.

      Members of our firm are admitted to the bars of the State of California
and the State of New York, and we do not express any opinion as to the laws of
any jurisdiction other than the laws of the State of California and the State of
New York, the General Corporation Law of the State of Delaware and the federal
laws of the United States, and we express no opinion with respect to the
applicability thereto, or the effect thereon, of the laws of any other
jurisdiction. Moreover, we express no opinion with respect to compliance with
state securities laws or as to the applicability to the obligations of the
Company under the Indentures or the New Notes of Sections 547 and 548 of Title
11 of the United States Code or applicable state law (including,
<PAGE>
Amkor Technology, Inc.
July 10, 2003
Page 3

without limitation, Article 10 of the New York Debtor & Creditor Law and
Sections 3439 et seq. of the California Civil Code) relating to fraudulent
transfers.

      We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Legal
Matters." In giving such consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Act.

                                               Very truly yours,



                                               /s/  Perkins Coie LLP

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-8.1
<SEQUENCE>7
<FILENAME>w88263exv8w1.txt
<DESCRIPTION>OPINION OF PERKINS COIE LLP SPECIAL COUNSEL
<TEXT>
<PAGE>
                                                                     Exhibit 8.1

                        [Letterhead of Perkins Coie LLP]

                                  July 10, 2003


Amkor Technology, Inc.
1345 Enterprise Drive
West Chester, PA 19380

      RE:   AMKOR TECHNOLOGY, INC.
            REGISTRATION STATEMENT ON FORM S-4

Ladies and Gentlemen:

      We have acted as counsel to Amkor Technology, Inc., a Delaware corporation
(the "COMPANY"), in connection with its offer to exchange up to $425,000,000 in
aggregate principal amount of its 7.75% Senior Notes due 2013 (the "EXCHANGE
NOTES"), the issuance of which has been registered under the Securities Act of
1933, as amended (the "SECURITIES ACT"), for a like principal amount of its
outstanding 7.75% Senior Notes due 2013 (the "ORIGINAL NOTES") (the "EXCHANGE
OFFER"). The terms of the Original Notes and the Exchange Notes are described in
the prospectus of the Registration Statement on Form S-4 filed with the
Securities and Exchange Commission (the "Commission") on the date hereof, under
the Securities Act. Such Registration Statement, as amended or supplemented, is
hereinafter referred to as the "Registration Statement." The terms of the
Exchange Offer, which are set forth in the prospectus of the Registration
Statement, are incorporated herein by reference.

      You have requested our opinion regarding the anticipated material United
States federal income tax consequences of the Exchange Offer. In formulating our
opinion, we have examined the Registration Statement and such certificates,
records and other documents as we have deemed necessary or appropriate as a
basis for the opinion set forth below. In our examination of such material, we
have not conducted an independent investigation of any of the facts set forth in
the Registration Statement, certificates, records and other documents.
Consequently, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity to
all authentic original documents of all copies of documents submitted to us.
<PAGE>
July 10, 2003
Page 2


      In addition, our opinion herein is based on, as of the date hereof, the
applicable provisions of the Internal Revenue Code of 1986, as amended, Treasury
Regulations promulgated or proposed thereunder, current positions of the
Internal Revenue Service contained in published revenue rulings, revenue
procedures and announcements, pertinent judicial authorities and other
applicable authorities, all of which are subject to change either prospectively
or retroactively. A change in any of the materials or authorities upon which our
opinion is based could affect our conclusions stated herein.

      Our opinion relates only to the federal income tax laws of the United
States, and we express no opinion with respect to other federal laws or with
respect to the laws of any other jurisdiction. Further, we express no opinion
concerning any tax consequences except as expressly set forth in the
Registration Statement under the heading "UNITED STATES FEDERAL INCOME TAX
CONSIDERATIONS."

      Based upon the foregoing and subject to the qualifications set forth
herein, we are of the opinion that under current United States federal income
tax law, the discussion set forth in the Registration Statement under the
heading "UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS," to the extent it
constitutes summaries of legal matters or legal conclusions, is a fair and
accurate summary of the material United States federal income tax consequences
relating to the exchange of the Original Notes for Exchange Notes in the
Exchange Offer and the ownership and disposition of the Exchange Notes.

      This opinion is expressed as of the date hereof, and we disclaim any
undertaking to advise you of any subsequent changes of the facts stated or
assumed herein or any subsequent changes in applicable law. Further, this
opinion is based on the accuracy of the facts and the representations set forth
in the Registration Statement. In the event any one of the facts,
representations or assumptions upon which we have relied to issue this opinion
is incorrect, our opinion might be adversely affected and may not be relied
upon. In addition, there can be no assurances that the Internal Revenue Service
will not assert contrary positions.

      We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not hereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the Commission promulgated
thereunder, nor do we admit that we are experts with respect to any part of such
Registration Statement within the
<PAGE>
July 10, 2003
Page 3


meaning of the term "expert" as used in the Securities Act or the rules and
regulations of the Commission promulgated thereunder.

                                                Very truly yours,

                                                /s/ Perkins Coie LLP

                                                PERKINS COIE LLP

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>8
<FILENAME>w88263exv23w1.txt
<DESCRIPTION>CONSENT OF PRICEWATERHOUSECOOPERS LLP.
<TEXT>
<PAGE>
                                                                    EXHIBIT 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS



     We hereby consent to the incorporation by reference in this Registration
Statement on Form S-4 of Amkor Technology, Inc. of our report dated January 29,
2003, except for the information in Note 8 describing the sale of the Company's
investment in ASI for which the date is March 24, 2003 and the information in
Note 2 for which the date is May 9, 2003 relating to the financial statements
and financial statement schedule, which appears in Amkor Technology Inc.'s
Annual Report on Form 10-K/A for the year ended December 31, 2002. We also
consent to the reference to us under the heading "Experts" in such Registration
Statement.

     /s/ PricewaterhouseCoopers LLP

     Philadelphia, Pennsylvania

     July 9, 2003

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>9
<FILENAME>w88263exv23w2.txt
<DESCRIPTION>CONSENT OF SYCIP GORRES VELAYO & CO,ERNST & YOUNG
<TEXT>
<PAGE>
                                                                    EXHIBIT 23.2

                       CONSENT OF INDEPENDENT ACCOUNTANTS



        We hereby consent to the incorporation by reference in this Registration
Statement on Form S-4 of Amkor Technology, Inc. of our report dated January 15,
2003, relating to the financial statements of Amkor Technology Philippines, Inc.
(formerly Amkor Technology Philippines (P1/P2), Inc.) which appears in Amkor
Technology, Inc.'s Annual Report on Form 10-K/A for the year ended December 31,
2002. We also consent to the reference to us under the heading "Experts" in such
Registration Statement.

        /s/ SyCip Gorres Velayo & Co.

        Makati City, Philippines

        July 9, 2003

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.4
<SEQUENCE>10
<FILENAME>w88263exv23w4.txt
<DESCRIPTION>CONSENT OF SAMIL ACCOUNTING CORPORATION
<TEXT>
<PAGE>
                                                                    EXHIBIT 23.4

                       CONSENT OF INDEPENDENT ACCOUNTANTS



     We hereby consent to the incorporation by reference in this Registration
Statement on Form S-4 of Amkor Technology, Inc. of our report dated January 17,
2003, except for Note 21, which is as of January 27, 2003, relating to the
consolidated financial statements of Anam Semiconductor, Inc. and its subsidiary
which appears in Current Report on Form 8-K of Amkor Technology, Inc., dated
March 27, 2003.

     /s/ Samil Accounting Corporation

     Seoul, Korea

     July 9, 2003







</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.1
<SEQUENCE>11
<FILENAME>w88263exv25w1.txt
<DESCRIPTION>FORM T-1 STATEMENT OF ELIGIBILTY
<TEXT>
<PAGE>
                                                                    Exhibit 25.1

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                    FORM T-1

                         STATEMENT OF ELIGIBILITY UNDER
                      THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE
               Check if an Application to Determine Eligibility of
                     a Trustee Pursuant to Section 305(b)(2)
             -------------------------------------------------------

                         U.S. BANK NATIONAL ASSOCIATION
               (Exact name of Trustee as specified in its charter)

                                   31-0841368
                       I.R.S. Employer Identification No.

          180 East Fifth Street
           St. Paul, Minnesota                              55101
---------------------------------------                   ---------
(Address of principal executive offices)                  (Zip Code)

                         U.S. Bank National Association
                               One Federal Street
                                Boston, MA 02110
                                 (617) 603-6560

            (Name, address and telephone number of agent for service)

                             AMKOR TECHNOLOGY, INC.
                     (Issuer with respect to the Securities)

<TABLE>
<CAPTION>
                   DELAWARE                                           23-1722724
<S>                                                       <C>
(State or other jurisdiction of incorporation or          (I.R.S. Employer Identification No.)
                  organization)

        1345 ENTERPRISE DRIVE                                             19380
          WEST CHESTER, PA
(Address of Principal Executive Offices)                                (Zip Code)
</TABLE>

                           7.75% SENIOR NOTES DUE 2013
                       (TITLE OF THE INDENTURE SECURITIES)
<PAGE>
                                    FORM T-1

ITEM 1.  GENERAL INFORMATION. Furnish the following information as to the
         Trustee.

      a)    Name and address of each examining or supervising authority to which
            it is subject.
                Comptroller of the Currency
                Washington, D.C.

      b)    Whether it is authorized to exercise corporate trust powers.
                Yes

ITEM  2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the
         Trustee, describe each such affiliation.
                None

ITEMS 3-15 Items 3-15 are not applicable because to the best of the
         Trustee's knowledge, the obligor is not in default under any
         Indenture for which the Trustee acts as Trustee.

ITEM 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this
         statement of eligibility and qualification.

         1.  A copy of the Articles of Association of the Trustee.*

         2.  A copy of the certificate of authority of the Trustee to
             commence business.*

         3.  A copy of the certificate of authority of the Trustee to
             exercise corporate trust powers.*

         4.  A copy of the existing bylaws of the Trustee.*

         5.  A copy of each Indenture referred to in Item 4. Not
             applicable.

         6.  The consent of the Trustee required by Section 321(b) of the
             Trust Indenture Act of 1939, attached as Exhibit 6.

         7.  Report of Condition of the Trustee as of MARCH 31, 2003,
             published pursuant to law or the requirements of its
             supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Registration Number 333-67188.


                                       2
<PAGE>
                                      NOTE

         The answers to this statement insofar as such answers relate to what
persons have been underwriters for any securities of the obligors within three
years prior to the date of filing this statement, or what persons are owners of
10% or more of the voting securities of the obligors, or affiliates, are based
upon information furnished to the Trustee by the obligors. While the Trustee has
no reason to doubt the accuracy of any such information, it cannot accept any
responsibility therefor.

                                    SIGNATURE

         Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility and qualification to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of Boston, Commonwealth of Massachusetts on the 7TH DAY OF JULY 2003.

                                            U.S. BANK NATIONAL ASSOCIATION

                                            By:  /s/ MARIE A. HATTINGER
                                                 -------------------------------
                                                 MARIE A. HATTINGER
                                                 VICE PRESIDENT


By:  /S/ PATRICK E. THEBADO
     -------------------------------------
     PATRICK E. THEBADO
     VICE PRESIDENT


                                       3
<PAGE>
                                    EXHIBIT 6

                                     CONSENT

         In accordance with Section 321(b) of the Trust Indenture Act of 1939,
the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of
examination of the undersigned by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.

Dated:  July 7, 2003


                                            U.S. BANK NATIONAL ASSOCIATION


                                            By:  /S/ MARIE A. HATTINGER
                                                 -------------------------------
                                                 MARIE A. HATTINGER
                                                 VICE PRESIDENT

By:  /S/ PATRICK E. THEBADO
     -------------------------------
     PATRICK E. THEBADO
     VICE PRESIDENT


                                       4
<PAGE>
                                    EXHIBIT 7
                         U.S. BANK NATIONAL ASSOCIATION
                        STATEMENT OF FINANCIAL CONDITION
                                 AS OF 3/31/2003

                                    ($000'S)

<TABLE>
<CAPTION>
                                                              3/31/2003
                                                              ---------
<S>                                                        <C>
ASSETS
     Cash and Due From Depository Institutions               $9,084,839
     Federal Reserve Stock                                            0
     Securities                                              30,038,992
     Federal Funds                                              833,567
     Loans & Lease Financing Receivables                    112,792,313
     Fixed Assets                                             1,462,006
     Intangible Assets                                        9,080,815
     Other Assets                                            10,317,239
                                                           ------------
         TOTAL ASSETS                                      $173,609,771

LIABILITIES
     Deposits                                              $121,508,878
     Fed Funds                                                3,820,981
     Treasury Demand Notes                                            0
     Trading Liabilities                                        454,575
     Other Borrowed Money                                    21,082,000
     Acceptances                                                139,821
     Subordinated Notes and Debentures                        5,694,952
     Other Liabilities                                        5,164,656
                                                           ------------
     TOTAL LIABILITIES                                     $157,865,863

EQUITY
     Minority Interest in Subsidiaries                         $993,907
     Common and Preferred Stock                                  18,200
     Surplus                                                 11,015,123
     Undivided Profits                                        7,438,448
                                                           ------------
         TOTAL EQUITY CAPITAL                               $19,465,678

TOTAL LIABILITIES AND EQUITY CAPITAL                       $177,331,541
</TABLE>

--------------------------------------------------------------------------------
To the best of the undersigned's determination, as of the date hereof, the above
financial information is true and correct.

U.S. BANK NATIONAL ASSOCIATION


                                       5

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>12
<FILENAME>w88263exv99w1.txt
<DESCRIPTION>FORM OF LETTER OF TRANSMITTAL
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.1

                             AMKOR TECHNOLOGY, INC.

                             LETTER OF TRANSMITTAL
                         FOR TENDER OF ALL OUTSTANDING

                    $425,000,000 7.75% SENIOR NOTES DUE 2013

                                IN EXCHANGE FOR
                                   REGISTERED

                    $425,000,000 7.75% SENIOR NOTES DUE 2013

      THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
            , 2003, UNLESS EXTENDED (THE "EXPIRATION DATE"). NOTES TENDERED IN
SUCH EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK
CITY TIME, ON THE EXPIRATION DATE.

                         DELIVER TO THE EXCHANGE AGENT:

                         U.S. BANK NATIONAL ASSOCIATION

<Table>
<S>                               <C>                               <C>
By Mail (Registered or Certified     By Facsimile Transmission
 Mail Recommended) or Courier:     (Eligible Institutions Only):         Confirm by Telephone:
                                                                             (651) 244-1197
 U.S. Bank National Association            (651) 244-1537
    Corporate Trust Services       Attention: Specialized Finance
     180 East Fifth Street
       St. Paul, MN 55101
 Attention: Specialized Finance
</Table>

     DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS
LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THE LETTER OF TRANSMITTAL
IS COMPLETED.

     The undersigned hereby acknowledges receipt and review of the prospectus
dated          , 2003 of Amkor Technology, Inc. (the "COMPANY") and this letter
of transmittal. These two documents together constitute the Company's offer to
exchange up to $425,000,000 in aggregate principal amount of its 7.75% Senior
Notes due 2013 (the "EXCHANGE NOTES"), the issuance of which has been registered
under the Securities Act of 1933, as amended (the "SECURITIES ACT"), for a like
principal amount of its outstanding 7.75% Senior Notes due 2013 (the "ORIGINAL
NOTES") (the "EXCHANGE OFFER").

     The Company reserves the right, at any time or from time to time, to extend
the period of time during which the Exchange Offer for the Original Notes is
open, at its discretion, in which event the term "Expiration Date" shall mean
the latest date to which such Exchange Offer is extended. The Company shall
notify U.S. Bank National Association (the "Exchange Agent") of any extension by
oral or written notice and shall make a public announcement thereof no later
than 9:00 a.m., New York City time, on the next business day after the
previously scheduled Expiration Date.
<PAGE>

     This letter of transmittal is to be used by a holder of Original Notes (i)
if certificates of Original Notes are to be forwarded herewith or (ii) if
delivery of Original Notes is to be made by book-entry transfer to the account
maintained by the Exchange Agent at The Depository Trust Company ("DTC")
pursuant to the procedures set forth in the prospectus under the captions "The
Exchange Offer" and "Book-Entry; Delivery and Form" and an "agent's message" is
not delivered as described in the prospectus under the caption "The Exchange
Offer -- Tendering Through DTC's Automated Tender Offer Program." Tenders by
book-entry transfer may also be made by delivering an agent's message in lieu of
this letter of transmittal. Holders of Original Notes whose Original Notes are
not immediately available, or who are unable to deliver their Original Notes,
this letter of transmittal and all other documents required hereby to the
Exchange Agent on or prior to the Expiration Date for the Exchange Offer, or who
are unable to complete the procedure for book-entry transfer on a timely basis,
must tender their Original Notes according to the guaranteed delivery procedures
set forth in the prospectus under the caption "The Exchange Offer -- Guaranteed
Delivery Procedures." See Instruction 2.

     DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE
AGENT.

     The term "holder" with respect to the Exchange Offer for Original Notes
means any person in whose name such Original Notes are registered on the books
of the Company, any person who holds such Original Notes and has obtained a
properly completed bond power from the registered holder or any participant in
the DTC system whose name appears on a security position listing as the holder
of such Original Notes and who desires to deliver such Original Notes by
book-entry transfer at DTC. The undersigned has completed, executed and
delivered this letter of transmittal to indicate the action the undersigned
desires to take with respect to such Exchange Offer. Holders who wish to tender
their Original Notes must complete this letter of transmittal in its entirety
(unless such Original Notes are to be tendered by book-entry transfer and an
agent's message is delivered in lieu hereof).

     PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY
BEFORE CHECKING ANY BOX BELOW.

     THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED.
QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS
AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.

                                        2
<PAGE>

     List below the Original Notes to which this letter of transmittal relates.
If the space below is inadequate, list the registered numbers and principal
amounts on a separate signed schedule and affix the list to this letter of
transmittal.

<Table>
<Caption>
------------------------------------------------------------------------------------------------------------------------------
                                            DESCRIPTION OF ORIGINAL NOTES TENDERED
------------------------------------------------------------------------------------------------------------------------------
                                                                               AGGREGATE PRINCIPAL
      NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)                               AMOUNT OF
      EXACTLY AS NAME(S) APPEAR(S) ON ORIGINAL NOTES           REGISTERED          REPRESENTED            PRINCIPAL AMOUNT
                     (PLEASE FILL IN)                          NUMBER(S)*           BY NOTE(S)               TENDERED**
------------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>             <C>                       <C>

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

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

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

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

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

                                                                 TOTAL
------------------------------------------------------------------------------------------------------------------------------
 * Need not be completed by book-entry holders.
** Unless otherwise indicated, any tendering holder of Original Notes will be deemed to have tendered the entire aggregate
   principal amount represented by such Original Notes. All tenders must be in integral multiples of $1,000.
------------------------------------------------------------------------------------------------------------------------------
</Table>

[ ]  CHECK HERE IF TENDERED ORIGINAL NOTES ARE ENCLOSED HEREWITH.

[ ]  CHECK HERE AND COMPLETE THE FOLLOWING IF TENDERED ORIGINAL NOTES ARE BEING
     DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE
     EXCHANGE AGENT WITH THE DTC (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):

    Name of Tendering Institution:
--------------------------------------------------------------------------------

    DTC Account Number(s):
--------------------------------------------------------------------------------

    Transaction Code Number(s):
--------------------------------------------------------------------------------

[ ]  CHECK HERE AND COMPLETE THE FOLLOWING IF TENDERED ORIGINAL NOTES ARE BEING
     DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY EITHER ENCLOSED
     HEREWITH OR PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT (COPY ATTACHED) (FOR
     USE BY ELIGIBLE INSTITUTIONS ONLY):

    Name(s) of Registered holder(s) of Original Notes:
--------------------------------------------------------------------------------

    Date of Execution of Notice of Guaranteed Delivery:
--------------------------------------------------------------------------------

    Window Ticket Number (if available):
--------------------------------------------------------------------------------

     Name of Eligible Institution that Guaranteed Delivery:
--------------------------------------------------------------------------------

    DTC Account Number(s) (if delivered by book-entry transfer):
--------------------------------------------------------------------------------

    Transaction Code Number(s) (if delivered by book-entry transfer):
--------------------------------------------------------------------------------

    Name of Tendering Institution (if delivered by book-entry transfer):
--------------------------------------------------------------------------------
                                        3
<PAGE>

[ ]  CHECK HERE AND COMPLETE THE FOLLOWING IF YOU ARE A BROKER-DEALER AND WISH
     TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
     AMENDMENTS OR SUPPLEMENTS THERETO:

       Name:
--------------------------------------------------------------------------------

       Address:
--------------------------------------------------------------------------------

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

     If the undersigned is not a broker-dealer, the undersigned represents that
it is not engaged in, and does not intend to engage in, a distribution of
Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange
Notes for its own account in exchange for Original Notes that were acquired as a
result of market-making activities or other trading activities, it acknowledges
that it will deliver a prospectus in connection with any resale of such Exchange
Notes; however, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.

                                        4
<PAGE>

                       SIGNATURES MUST BE PROVIDED BELOW
              PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

     Subject to the terms and conditions of the Exchange Offer, the undersigned
hereby tenders to the Company for exchange the principal amount of Original
Notes indicated above. Subject to and effective upon the acceptance for exchange
of the principal amount of Original Notes tendered in accordance with this
letter of transmittal, the undersigned hereby exchanges, assigns and transfers
to, or upon the order of, the Company all right, title and interest in and to
such Original Notes tendered for exchange hereby. The undersigned hereby
irrevocably constitutes and appoints the Exchange Agent the true and lawful
agent and attorney-in-fact for the undersigned (with full knowledge that said
Exchange Agent also acts as the agent for the Company in connection with the
Exchange Offer) with respect to the tendered Original Notes with full power of
substitution to (i) deliver such Original Notes, or transfer ownership of such
Original Notes on the account books maintained by the DTC, to the Company and
deliver all accompanying evidences of transfer and authenticity, and (ii)
present such Original Notes for transfer on the books of the Company and receive
all benefits and otherwise exercise all rights of beneficial ownership of such
Original Notes, all in accordance with the terms of the Exchange Offer. The
power of attorney granted in this paragraph shall be deemed to be irrevocable
and coupled with an interest.

     The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, assign and transfer the Original
Notes tendered hereby and to acquire the Exchange Notes issuable upon the
exchange of such tendered Original Notes, and that the Company will acquire good
and unencumbered title thereto, free and clear of all liens, restrictions,
charges and encumbrances and not subject to any adverse claim, when the same are
accepted for exchange by the Company.

     The undersigned acknowledges that the Exchange Offer is being made in
reliance upon interpretations set forth in no-action letters issued to third
parties by the staff of the Securities and Exchange Commission (the "SEC"),
including Exxon Capital Holdings Corporation (available May 13, 1988), Morgan
Stanley & Co. Incorporated (available June 5, 1991), Mary Kay Cosmetics, Inc.
(available June 5, 1991) and similar no-action letters (the "Prior No-Action
Letters"), that the Exchange Notes issued in exchange for the Original Notes
pursuant to the Exchange Offer may be offered for resale, resold and otherwise
transferred by holders thereof (other than any such holder that is an
"affiliate" of the Company within the meaning of Rule 405 under the Securities
Act), without compliance with the registration and prospectus delivery
provisions of the Securities Act, PROVIDED that such Exchange Notes are acquired
in the ordinary course of such holders' business and such holders are not
engaging in, do not intend to engage in and have no arrangement or understanding
with any person to participate in a distribution of such Exchange Notes. The SEC
has not, however, considered the Exchange Offer in the context of a no-action
letter, and there can be no assurance that the staff of the SEC would make a
similar determination with respect to the Exchange Offer as in other
circumstances.

     The undersigned hereby further represents to the Company that (i) any
Exchange Notes received are being acquired in the ordinary course of business of
the person receiving such Exchange Notes, whether or not the undersigned, (ii)
neither the undersigned nor any such other person has an arrangement or
understanding with any person to participate in the distribution of the Original
Notes or the Exchange Notes within the meaning of the Securities Act and (iii)
neither the holder nor any such other person is an "affiliate," as defined in
Rule 405 under the Securities Act, of the Company or, if it is such an
affiliate, it will comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable.

     If the undersigned is not a broker-dealer, the undersigned represents that
it is not engaged in, and does not intend to engage in, a distribution of
Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange
Notes for its own account in exchange for Original Notes that were acquired as a
result of market-making activities or other trading activities, it acknowledges
that it will deliver a prospectus in connection with any resale of such Exchange
Notes; however, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. The undersigned acknowledges that if the
undersigned is tendering Original Notes in the Exchange Offer with the intention
of participating in any manner in a distribution of the Exchange Notes (i) the
undersigned cannot rely on the position of the staff of the SEC set forth in the
Prior No-Action Letters and, in the absence of an exemption therefrom, must
comply with the registration and prospectus delivery requirements of the
Securities Act in connection with a secondary resale transaction of the Exchange
Notes, in which case
                                        5
<PAGE>

the registration statement must contain the selling security holder information
required by Item 507 or Item 508, as applicable, of Regulation S-K of the SEC,
and (ii) failure to comply with such requirements in such instance could result
in the undersigned incurring liability under the Securities Act for which the
undersigned is not indemnified by the Company.

     The undersigned will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or the Company to be necessary or
desirable to complete the exchange, assignment and transfer of the Original
Notes tendered hereby, including the transfer of such Original Notes on the
account books maintained by the DTC.

     For purposes of the Exchange Offer, the Company shall be deemed to have
accepted for exchange validly tendered Original Notes when, as and if the
Company gives oral or written notice thereof to the Exchange Agent. Any tendered
Original Notes that are not accepted for exchange pursuant to such Exchange
Offer for any reason will be returned, without expense, to the undersigned as
promptly as practicable after the Expiration Date for such Exchange Offer.

     All authority conferred or agreed to be conferred by this letter of
transmittal shall survive the death, incapacity or dissolution of the
undersigned, and every obligation of the undersigned under this letter of
transmittal shall be binding upon the undersigned's successors, assigns, heirs,
executors, administrators, trustees in bankruptcy and legal representatives.

     The undersigned acknowledges that the Company's acceptance of properly
tendered Original Notes pursuant to the procedures described under the caption
"The Exchange Offer -- Procedures for Tendering" in the prospectus and in the
instructions hereto will constitute a binding agreement between the undersigned
and the Company upon the terms and subject to the conditions of the Exchange
Offer.

     The Exchange Offer is subject to certain conditions set forth in the
prospectus under the caption "The Exchange Offer -- Conditions to the Exchange
Offer." The undersigned recognizes that as a result of these conditions (which
may be waived, in whole or in part, by the Company), the Company may not be
required to exchange any of the Original Notes tendered hereby.

     Unless otherwise indicated under "Special Issuance Instructions," please
issue the Exchange Notes issued in exchange for the Original Notes accepted for
exchange, and return any Original Notes not tendered or not exchanged, in the
name(s) of the undersigned (or, in the case of a book-entry delivery of Original
Notes, please credit the account indicated above maintained at the DTC).
Similarly, unless otherwise indicated under "Special Delivery Instructions,"
please mail or deliver the Exchange Notes issued in exchange for the Original
Notes accepted for exchange and any Original Notes not tendered or not exchanged
(and accompanying documents, as appropriate) to the undersigned at the address
shown below the undersigned's signature(s). In the event that both "Special
Issuance Instructions" and "Special Delivery Instructions" are completed, please
issue the Exchange Notes issued in exchange for the Original Notes accepted for
exchange in the name(s) of, and return any Original Notes not tendered or not
exchanged to, the person(s) (or account(s)) so indicated. The undersigned
recognizes that the Company has no obligation pursuant to the "Special Issuance
Instructions" and "Special Delivery Instructions" to transfer any Original Notes
from the name of the registered holder(s) thereof if the Company does not accept
for exchange any of the Original Notes so tendered for exchange.

                                        6
<PAGE>

                         SPECIAL ISSUANCE INSTRUCTIONS
                           (SEE INSTRUCTIONS 5 AND 6)

     To be completed ONLY (i) if Original Notes in a principal amount not
tendered, or Exchange Notes issued in exchange for Original Notes accepted for
exchange, are to be issued in the name of someone other than the undersigned, or
(ii) if Original Notes tendered by book-entry transfer which are not exchanged
are to be returned by credit to an account maintained at the DTC other than the
DTC Account Number set forth above. Issue Exchange Notes and/or Original Notes
to:

Name:
--------------------------------------------------------------------------------
                             (PLEASE TYPE OR PRINT)

Address:
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                               (INCLUDE ZIP CODE)

--------------------------------------------------------------------------------
                 (TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)

                         SPECIAL DELIVERY INSTRUCTIONS

                           (SEE INSTRUCTIONS 5 AND 6)

     To be completed ONLY if Original Notes in a principal amount not tendered,
or Exchange Notes issued in exchange for Original Notes accepted for exchange,
are to be mailed or delivered to someone other than the undersigned, or to the
undersigned at an address other than that shown below the undersigned's
signature. Mail or deliver Exchange Notes and/or Original Notes to:

Name:
--------------------------------------------------------------------------------
                             (PLEASE TYPE OR PRINT)

Address:
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                               (INCLUDE ZIP CODE)

--------------------------------------------------------------------------------
                 (TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)

[ ] Credit unexchanged Original Notes delivered by book-entry transfer to the
    DTC account set forth below.

DTC Account Number:
--------------------------------------------------------------------------------

                              BROKER-DEALER STATUS

     To be completed ONLY of the Beneficial Owner is a participating
Broker-Dealer who holds securities acquired as a result of market making or
other trading activities and wishes to receive 10 additional copies of the
Prospectus and 10 copies of any amendments or supplements thereto for use in
connection with resales of new securities received in exchange for such
securities:

Name:
--------------------------------------------------------------------------------

Address:
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              (INCLUDING ZIP CODE)

Area Code and Telephone Number of Contact Person:
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                 (TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)

                                        7
<PAGE>

                                   IMPORTANT

                 PLEASE SIGN HERE WHETHER OR NOT ORIGINAL NOTES
                      ARE BEING PHYSICALLY TENDERED HEREBY
               (COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9 BELOW)

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

--------------------------------------------------------------------------------
            (SIGNATURE(S) OF REGISTERED HOLDER(S) OF ORIGINAL NOTES)

Dated ------------------------------ , 2003

     (The above lines must be signed by the registered holder(s) of Original
Notes as your name(s) appear(s) on the Original Notes or on a security position
listing, or by person(s) authorized to become registered holder(s) by a properly
completed bond power from the registered holder(s), a copy of which must be
transmitted with this letter of transmittal. If Original Notes to which this
letter of transmittal relate are held of record by two or more joint holders,
then all such holders must sign this letter of transmittal. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
then such person must (i) set forth his or her full title below and (ii) unless
waived by the Company, submit evidence satisfactory to the Company of such
person's authority so to act. See Instruction 5 regarding the completion of this
letter of transmittal, printed below.)

Name(s):
--------------------------------------------------------------------------------
                             (PLEASE TYPE OR PRINT)

Capacity:
--------------------------------------------------------------------------------

Address:
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              (INCLUDING ZIP CODE)

Area Code and Telephone Number:
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                 (TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)

                                        8
<PAGE>

                         MEDALLION SIGNATURE GUARANTEE
                         (IF REQUIRED BY INSTRUCTION 5)

       Certain signatures must be guaranteed by an Eligible Institution.

Signature(s) Guaranteed by an Eligible Institution:
--------------------------------------------------------------------------------
                                                                    (AUTHORIZED
                                                                     SIGNATURE)

--------------------------------------------------------------------------------
                                    (TITLE)

--------------------------------------------------------------------------------
                                 (NAME OF FIRM)

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

--------------------------------------------------------------------------------
                          (ADDRESS, INCLUDE ZIP CODE)

--------------------------------------------------------------------------------
                        (AREA CODE AND TELEPHONE NUMBER)

Dated ------------------------------ , 2003

                                        9
<PAGE>

                                  INSTRUCTIONS

         FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

     1.  DELIVERY OF THIS LETTER OF TRANSMITTAL AND ORIGINAL NOTES OR AGENT'S
MESSAGE AND BOOK-ENTRY CONFIRMATIONS. All physically delivered Original Notes or
any confirmation of a book-entry transfer to the Exchange Agent's account at the
DTC of Original Notes tendered by book-entry transfer (a "Book-Entry
Confirmation"), as well as a properly completed and duly executed copy of this
letter of transmittal or facsimile hereof (or an agent's message in lieu
hereof), and any other documents required by this letter of transmittal, must be
received by the Exchange Agent at its address set forth herein prior to 5:00
p.m., New York City time, on the Expiration Date for the Exchange Offer, or the
tendering holder must comply with the guaranteed delivery procedures set forth
below. THE METHOD OF DELIVERY OF THE TENDERED ORIGINAL NOTES, THIS LETTER OF
TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE
ELECTION AND RISK OF THE HOLDER AND, EXCEPT AS OTHERWISE PROVIDED BELOW, THE
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE
EXCHANGE AGENT. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT THE HOLDER
USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD
BE ALLOWED TO ASSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE.
NO LETTER OF TRANSMITTAL OR ORIGINAL NOTES SHOULD BE SENT TO THE COMPANY.

     2.  GUARANTEED DELIVERY PROCEDURES. Holders who wish to tender their
Original Notes and (a) whose Original Notes are not immediately available, (b)
who cannot deliver their Original Notes, this letter of transmittal or any other
documents required hereby to the Exchange Agent prior to the applicable
Expiration Date or (c) who are unable to comply with the applicable procedures
under the DTC's Automated Tender Offer Program on a timely basis, must tender
their Original Notes according to the guaranteed delivery procedures set forth
in the prospectus. Pursuant to such procedures: (i) such tender must be made by
or through a firm which is a member of a registered national securities exchange
or of the National Association of Securities Dealers, Inc., a commercial bank or
a trust company having an office or correspondent in the United States or an
"eligible guarantor institution" within the meaning of Rule 17Ad-15 under the
Exchange Act (an "Eligible Institution"); (ii) prior to the applicable
Expiration Date, the Exchange Agent must have received from the Eligible
Institution a properly completed and duly executed notice of guaranteed delivery
(by facsimile transmission, mail or hand delivery) or a properly transmitted
agent's message and notice of guaranteed delivery setting forth the name and
address of the holder of the Original Notes, the registration number(s) of such
Original Notes and the total principal amount of Original Notes tendered,
stating that the tender is being made thereby and guaranteeing that, within
three New York Stock Exchange trading days after such Expiration Date, this
letter of transmittal (or facsimile hereof or an agent's message in lieu hereof)
together with the Original Notes in proper form for transfer (or a Book-Entry
Confirmation) and any other documents required hereby, will be deposited by the
Eligible Institution with the Exchange Agent; and (iii) this letter of
transmittal (or facsimile hereof or an agent's message in lieu hereof) together
with the certificates for all physically tendered Original Notes in proper form
for transfer (or Book-Entry Confirmation, as the case may be) and all other
documents required hereby are received by the Exchange Agent within three New
York Stock Exchange trading days after such Expiration Date.

     Any holder of Original Notes who wishes to tender Original Notes pursuant
to the guaranteed delivery procedures described above must ensure that the
Exchange Agent receives the notice of guaranteed delivery prior to 5:00 p.m.,
New York City time, on the applicable Expiration Date. Upon request of the
Exchange Agent, a notice of guaranteed delivery will be sent to holders who wish
to tender their Original Notes according to the guaranteed delivery procedures
set forth above.

     See "The Exchange Offer -- Guaranteed Delivery Procedures" section of the
prospectus.

     3.  TENDER BY HOLDER. Only a holder of Original Notes may tender such
Original Notes in the Exchange Offer. Any beneficial holder of Original Notes
who is not the registered holder and who wishes to tender should arrange with
the registered holder to execute and deliver this letter of transmittal on his
behalf or must, prior to completing and executing this letter of transmittal and
delivering his Original Notes, either make appropriate arrangements to register
ownership of the Original Notes in such holder's name or obtain a properly
completed bond power from the registered holder.

                                        10
<PAGE>

     4.  PARTIAL TENDERS. Tenders of Original Notes will be accepted only in
integral multiples of $1,000. If less than the entire principal amount of any
Original Notes is tendered, the tendering holder should fill in the principal
amount tendered in the fourth column of the box entitled "Description of
Original Notes Tendered" above. The entire principal amount of Original Notes
delivered to the Exchange Agent will be deemed to have been tendered unless
otherwise indicated. If the entire principal amount of all Original Notes is not
tendered, then Original Notes for the principal amount of Original Notes not
tendered and Exchange Notes issued in exchange for any Original Notes accepted
will be returned to the holder as promptly as practicable after the Original
Notes are accepted for exchange.

     5.  SIGNATURES ON THIS LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS;
MEDALLION GUARANTEE OF SIGNATURES. If this letter of transmittal (or facsimile
hereof) is signed by the record holder(s) of the Original Notes tendered hereby,
the signature(s) must correspond exactly with the name(s) as written on the face
of the Original Notes without alteration, enlargement or any change whatsoever.
If this letter of transmittal (or facsimile hereof) is signed by a participant
in the DTC, the signature must correspond with the name as it appears on the
security position listing as the holder of the Original Notes.

     If this letter of transmittal (or facsimile hereof) is signed by the
registered holder(s) of Original Notes listed and tendered hereby and the
Exchange Notes issued in exchange therefor are to be issued (or any untendered
principal amount of Original Notes is to be reissued) to the registered
holder(s), the said holder(s) need not and should not endorse any tendered
Original Notes, nor provide a separate bond power. In any other case, such
holder(s) must either properly endorse the Original Notes tendered or transmit a
properly completed separate bond power with this letter of transmittal, with the
signatures on the endorsement or bond power guaranteed by an Eligible
Institution.

     If this letter of transmittal (or facsimile hereof) or any Original Notes
or bond powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing, and,
unless waived by the Company, evidence satisfactory to the Company of their
authority to act must be submitted with this letter of transmittal.

     NO SIGNATURE GUARANTEE IS REQUIRED IF (i) THIS LETTER OF TRANSMITTAL (OR
FACSIMILE HEREOF) IS SIGNED BY THE REGISTERED HOLDER(S) OF THE ORIGINAL NOTES
TENDERED HEREIN (OR BY A PARTICIPANT IN THE DTC WHOSE NAME APPEARS ON A SECURITY
POSITION LISTING AS THE OWNER OF THE TENDERED ORIGINAL NOTES) AND THE EXCHANGE
NOTES ARE TO BE ISSUED DIRECTLY TO SUCH REGISTERED HOLDER(S) (OR, IF SIGNED BY A
PARTICIPANT IN THE DTC, DEPOSITED TO SUCH PARTICIPANT'S ACCOUNT AT THE DTC) AND
NEITHER THE BOX ENTITLED "SPECIAL DELIVERY INSTRUCTIONS" NOR THE BOX ENTITLED
"SPECIAL REGISTRATION INSTRUCTIONS" HAS BEEN COMPLETED, OR (ii) SUCH ORIGINAL
NOTES ARE TENDERED FOR THE ACCOUNT OF AN ELIGIBLE INSTITUTION. IN ALL OTHER
CASES, ALL SIGNATURES ON THIS LETTER OF TRANSMITTAL (OR FACSIMILE HEREOF) MUST
BE GUARANTEED BY AN ELIGIBLE INSTITUTION.

     6.  SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering holders should
indicate, in the applicable box or boxes, the name and address to which Exchange
Notes or substitute Original Notes for principal amounts not tendered or not
accepted for exchange are to be issued or sent, if different from the name and
address of the person signing this letter of transmittal. In the case of
issuance in a different name, the taxpayer identification or social security
number of the person named must also be indicated. Holders tendering Original
Notes by book-entry transfer may request that Original Notes not exchanged be
credited to such account maintained at the DTC as such noteholder may designate
hereon. If no such instructions are given, such Original Notes not exchanged
will be returned to the name and address (or account number) of the person
signing this letter of transmittal.

     7.  TRANSFER TAXES. The Company will pay all transfer taxes, if any,
applicable to the exchange of Original Notes pursuant to the Exchange Offer. If,
however, Exchange Notes or Original Notes for principal amounts not tendered or
accepted for exchange are to be delivered to, or are to be registered or issued
in the name of, any person other than the registered holder of the Original
Notes tendered hereby, or if tendered Original Notes are registered in the name
of any person other than the person signing this letter of transmittal, or if a
transfer tax is imposed for any reason other than the exchange of Original Notes
pursuant to the Exchange Offer, then the amount of any such transfer taxes
(whether imposed on the registered holder or any other persons) will be payable
by the tendering holder. If satisfactory evidence of payment of such taxes or
exemption therefrom is not submitted with this letter of transmittal, the amount
of such transfer
                                        11
<PAGE>

taxes will be billed directly to such tendering holder and the Exchange Agent
will retain possession of an amount of Exchange Notes with a face amount at
least equal to the amount of such transfer taxes due by such tendering holder
pending receipt by the Exchange Agent of the amount of such taxes.

     8.  TAX IDENTIFICATION NUMBER. Federal income tax law requires that a
holder of any Original Notes or Exchange Notes must provide the Company (as
payor) with its correct taxpayer identification number ("TIN"), which, in the
case of a holder who is an individual is his or her social security number. If
the Company is not provided with the correct TIN, the holder may be subject to a
$50 penalty imposed by the Internal Revenue Service and backup withholding of
28% on interest payments on the Exchange Notes.

     To prevent backup withholding, each tendering holder must provide such
holder's correct TIN by completing the Substitute Form W-9 set forth herein,
certifying that the holder is a U.S. person (including a U.S. alien), that the
TIN provided is correct (or that such holder is awaiting a TIN), and that (i)
the holder has not been notified by the Internal Revenue Service that such
holder is subject to backup withholding as a result of failure to report all
interest or dividends or (ii) the Internal Revenue Service has notified the
holder that such holder is no longer subject to backup withholding. If the
Exchange Notes will be registered in more than one name or will not be in the
name of the actual owner, consult the instructions on Internal Revenue Service
Form W-9, which may be obtained from the Exchange Agent, for information on
which TIN to report.

     If a tendering holder does not have a TIN, that holder should consult the
instructions on Form W-9 concerning applying for a TIN, check the box in Part
III of the Substitute Form W-9, write "applied for" in lieu of its TIN and sign
and date the form and the Certificate of Awaiting Taxpayer Identification
Number. Checking this box, writing "applied for" on the form and signing such
certificate means that such holder has already applied for a TIN or that such
holder intends to apply for one in the near future. If the holder does not
provide its TIN to the Company within 60 days, backup withholding will begin and
continue until such holder furnishes its TIN to the Company.

     Certain foreign individuals and entities will not be subject to backup
withholding or information reporting if they submit a Form W-8BEN (or such other
Form W-8, as applicable) signed under penalties of perjury, attesting to, among
other things, their foreign status. An appropriate Form W-8 can be obtained from
the Exchange Agent.

     The Company reserves the right in its sole discretion to take whatever
steps are necessary to comply with the Company's obligations regarding backup
withholding.

     9.  VALIDITY OF TENDERS. All questions as to the validity, form,
eligibility, time of receipt, acceptance and withdrawal of tendered Original
Notes will be determined by the Company in its sole discretion, which
determination will be final and binding. The Company reserves the absolute right
to reject any and all Original Notes not properly tendered or any Original Notes
the Company's acceptance of which might, in the opinion of the Company's
counsel, be unlawful. The Company also reserves the absolute right to waive any
conditions of the Exchange Offer or defects or irregularities of tenders as to
particular Original Notes. The Company's interpretation of the terms and
conditions of the Exchange Offer (including this letter of transmittal and the
instructions hereto) shall be final and binding on all parties. Unless waived,
any defects or irregularities in connection with tenders of Original Notes must
be cured within such time as the Company shall determine. Neither the Company,
the Exchange Agent nor any other person shall be under any duty to give
notification of defects or irregularities with respect to tenders of Original
Notes nor shall any of them incur any liability for failure to give such
notification.

     10.  WAIVER OF CONDITIONS. The Company reserves the absolute right to
waive, in whole or part, any of the conditions to the Exchange Offer set forth
in the prospectus.

     11.  NO CONDITIONAL TENDER. No alternative, conditional, irregular or
contingent tender of Original Notes will be accepted.

     12.  MUTILATED, LOST, STOLEN OR DESTROYED ORIGINAL NOTES. Any holder whose
Original Notes have been mutilated, lost, stolen or destroyed should contact the
Exchange Agent at the address indicated above for further instructions. This
letter of transmittal and related documents cannot be processed until the
procedures for replacing lost, stolen or destroyed Original Notes have been
followed.

     13.  REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance
or for additional copies of the prospectus or this letter of transmittal may be
directed to the Exchange Agent at the address or telephone
                                        12
<PAGE>

number set forth on the cover page of this letter of transmittal. Holders may
also contact their broker, dealer, commercial bank, trust company or other
nominee for assistance concerning the Exchange Offer.

     14.  WITHDRAWAL. Tenders may be withdrawn only pursuant to the limited
withdrawal rights set forth in the prospectus under the caption "The Exchange
Offer -- Withdrawal of Tenders."

     IMPORTANT: THIS LETTER OF TRANSMITTAL OR A MANUALLY SIGNED FACSIMILE HEREOF
OR AN AGENT'S MESSAGE IN LIEU HEREOF (TOGETHER WITH THE ORIGINAL NOTES DELIVERED
BY BOOK-ENTRY TRANSFER OR IN ORIGINAL HARD COPY FORM) MUST BE RECEIVED BY THE
EXCHANGE AGENT, OR THE NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE
EXCHANGE AGENT, PRIOR TO THE EXPIRATION DATE.

                                        13
<PAGE>

            GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                         NUMBER ON SUBSTITUTE FORM W-9

     GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER. Social Security numbers ("SSN") have nine digits separated by two
hyphens: i.e., 000-00-0000. Employer identification numbers ("EIN") have nine
digits separated by only one hyphen: i.e., 00-0000000. The table below will help
determine the number to give the payer.

<Table>
<Caption>
---------------------------------------------------------------
FOR THIS TYPE OF ACCOUNT:          GIVE THE NAME AND SSN OF:
---------------------------------------------------------------
<S>  <C>                           <C>
1.   Individual                    The individual0
2.   Two or more individuals       The actual owner of the
     (joint account)               account or, if combined
                                   funds, the first individual
                                   on the account(1)
3.   Custodian account of a minor  The minor(2)
     (Uniform Gift to Minors Act)
4.   a. The usual revocable        The grantor-trustee(1)
     savings trust account
        (grantor is also trustee)
     b. So-called trust account    The actual owner(1)
     that is not a legal or valid
        trust under State law
5.   Sole proprietorship or        The owner(3)
     single-owner LLC

---------------------------------------------------------------
</Table>

<Table>
<Caption>
 -------------------------------------------------------------------------------
FOR THIS TYPE OF ACCOUNT:                      GIVE THE NAME AND EIN OF:
 -------------------------------------------------------------------------------
<C>        <S>                                 <C>
    6.     Sole proprietorship or single-      The owner(3)
           owner LLC
    7.     A valid trust, estate, or pension   Legal entity(4)
           trust
    8.     Corporate or LLC electing           The corporation
           corporate status on Form 8832
    9.     Association, club, religious,       The organization
           charitable, educational, or other
           tax exempt organization
   10.     Partnership or multi-member LLC     The partnership
   11.     A broker or registered nominee      The broker or nominee
   12.     Account with the Department of      The public entity
           Agriculture in the name of a
           public entity (such as a State or
           local government, school district
           or prison) that receives
           agricultural program payments
---------------------------------------------------------------------------------
</Table>

(1) List first and circle the name of the person whose number you furnish. If
    only one person on a joint account has an SSN, that person's number must be
    furnished.
(2) Circle the minor's name and furnish the minor's SSN.
(3) You must show your individual name, but you may also enter your business or
    "doing-business-as" name. You may use either you SSN or EIN (if you have
    one).
(4) List first and circle the name of the legal trust, estate, or pension trust.
    (Do not furnish the identifying number of the personal representative or
    trustee unless the legal entity itself is not designated in the account
    title.)
NOTE:  If no name is circled when more than one name is listed, the number will
be considered to be that of the first name listed.

                                        14
<PAGE>

            GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                        NUMBER ON SUBSTITUTION FORM W-9

OBTAINING A NUMBER

If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.

Payees specifically exempted from backup withholding on ALL payments include the
following:

  - A corporation.

  - A financial institution.

  - An organization exempt from tax under section 501(a), or an individual
    retirement plan.

  - The United States or any agency or instrumentality thereof.

  - A State, the District of Columbia, a possession of the United States, or any
    subdivision or instrumentality thereof.

  - A foreign government, a political subdivision of a foreign government, or
    any agency or instrumentality thereof.

  - An international organization or any agency, or instrumentality thereof.

  - A registered dealer in securities or commodities registered in the U.S. or a
    possession of the U.S.

  - A real estate investment trust.

  - A common trust fund operated by a bank under section 584(a).

  - An exempt charitable remainder trust, or a non-exempt trust described in
    section 4947(a)(1).

  - An entity registered at all times under the Investment Company Act of 1940.

  - A foreign central bank of issue.

Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:

  - Payments to nonresident aliens subject to withholding under section 1441.

  - Payments to partnership not engaged in a trade or business in the U.S. and
    which have at least one nonresident partner.

  - Payments of patronage dividends where the amount received is not paid in
    money.

  - Payments made by certain foreign organizations.

  - Payments made to a nominee.

Payments of interest not generally subject to backup withholding include the
following:

  - Payments of interest on obligations issued by individuals.

NOTE:  You may be subject to backup withholding if this interest is $600 or more
and is paid in the course of the payer's trade or business and you have not
provided your correct taxpayer identification number to the payer.

  - Payments of tax-exempt interest (including exempt-interest dividends under
    section 852).

  - Payments described in section 6049(b)(5) to nonresident aliens.

  - Payments on tax-free covenant bonds under section 1451.

  - Payments made by certain foreign organizations.

  - Payments made to a nominee.

Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO
THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO
SIGN AND DATE THE FORM.

Certain payments other than interest, dividends, and patronage dividends that
are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(a),
6045, and 6050A.

PRIVACY ACT NOTICE. -- Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to IRS. The IRS uses the numbers for identification
purposes. Payers must be given the numbers whether or not recipients are
required to file tax returns. Payers must generally withhold 28% of taxable
interest, dividend, and certain other payments to a payee who does not furnish a
taxpayer identification number to a payer. Certain penalties may also apply.

PENALTIES

(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.  If you fail
to furnish your taxpayer identification number to a payer, you are subject to a
penalty of $50 for each such failure unless your failure is due to reasonable
cause and not to willful neglect.

(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.  If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.

(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.  Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.

  FOR ADDITIONAL INFORMATION CONTACT YOUR TAX ADVISOR OR THE INTERNAL REVENUE
                                    SERVICE

                                        15
<PAGE>

                              SUBSTITUTE FORM W-9
                  TO BE COMPLETED BY ALL TENDERING NOTEHOLDERS
                              (SEE INSTRUCTION 5)
  Sign this Substitute Form W-9 in Addition to the Signature(s) Required Above
                      PAYER'S NAME: AMKOR TECHNOLOGY, INC.

<Table>
<Caption>
------------------------------------------------------------------------------------------------------------------
<S>                         <C>                                            <C>
NAME:
------------------------------------------------------------------------------------------------------------------
ADDRESS:
------------------------------------------------------------------------------------------------------------------
SUBSTITUTE                  Part I -- Please provide your Taxpayer
  FORM W-9                  Identification Number in the box to the right  ---------------------------------------
                            and certify by signing and dating below.       SOCIAL SECURITY NUMBER
                                                                           ---------------------------------------
                                                                           EMPLOYER IDENTIFICATION NUMBER
                            --------------------------------------------------------------------------------------
DEPARTMENT OF THE TREASURY  Part II -- Certification. Under penalties of perjury, I certify that:
  INTERNAL REVENUE SERVICE
                            (1) The number shown on this form is my correct Taxpayer Identification Number (or I
  PAYER'S REQUEST FOR           am waiting for a number to be issued to me), and
  TAXPAYER
  IDENTIFICATION NUMBER     (2) I am not subject to backup withholding because: (a) I am exempt from backup
  (TIN)                         withholding, or (b) I have not been notified by the Internal Revenue Service (the
                                "IRS") that I am subject to backup withholding as a result of failure to report
                                all interest or dividends, or (c) the IRS has notified me that I am no longer
                                subject to backup withholding, and
                            (3) I am a U.S. person (including a U.S. resident alien).
                            Part III -- Awaiting TIN  [ ]

                            Part IV -- Exempt  [ ]

------------------------------------------------------------------------------------------------------------------
CERTIFICATION INSTRUCTIONS.  You must cross out item (2) in Part 2 above if you have been notified by the IRS that
you are subject to backup withholding because of underreporting interest or dividends on your tax return. However,
if after being notified by the IRS that you were subject to backup withholding you received another notification
from the IRS that you were no longer subject to backup withholding, do not cross out item (2). If you are exempt
from backup withholding, check the box in Part 4 above.

Signature:  ------------------------------------------                                  Date: --------------------
------------------------------------------------------------------------------------------------------------------
                  YOU MUST COMPLETE THE FOLLOWING CERTIFICATE
          IF YOU CHECKED THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9
------------------------------------------------------------------------------------------------------------------
             CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
    I certify under penalty of perjury that a taxpayer identification number has not been issued to me, and either
  (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate
  Internal Revenue Service Center or Social Security Administration Office, or (b) I intend to mail or deliver an
  application in the near future. I understand that, if I do not provide a taxpayer identification number to the
  Paying Agent, 28% of all reportable payments made to me will be withheld, but will be refunded if I provide a
  certified taxpayer identification number within 60 days.

Signature:  ------------------------------------------                                  Date: --------------------
------------------------------------------------------------------------------------------------------------------
</Table>

NOTE:  NOTE: IF YOU ARE A U.S. SHAREHOLDER, FAILURE TO COMPLETE AND RETURN THIS
       FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU
       PURSUANT TO THE OFFER. FOR ADDITIONAL DETAILS, PLEASE REVIEW THE ENCLOSED
       GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
       SUBSTITUTE FORM W-9.

                                        16

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>13
<FILENAME>w88263exv99w2.txt
<DESCRIPTION>FORM OF NOTICE OF GUARANTEED DELIVERY
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.2

                             AMKOR TECHNOLOGY, INC.

                             NOTICE OF GUARANTEED DELIVERY
                             FOR TENDER OF ALL OUTSTANDING

                        $425,000,000 7.75% SENIOR NOTES DUE 2013

                                    IN EXCHANGE FOR
                                       REGISTERED

                        $425,000,000 7.75% SENIOR NOTES DUE 2013

     This form, or one substantially equivalent hereto, must be used by a holder
to accept the Exchange Offer of Amkor Technology, Inc. (the "COMPANY") and to
tender $425,000,000 7.75% Senior Notes due 2013 (the "ORIGINAL NOTES") to the
Exchange Agent pursuant to the guaranteed delivery procedures described in "The
Exchange Offer -- Guaranteed Delivery Procedures" of the Company's prospectus
dated          , 2003 and in Instruction 2 to the related letter of transmittal.
Any holder who wishes to tender Original Notes pursuant to such guaranteed
delivery procedures must ensure that U.S. Bank National Association, as exchange
agent (the "EXCHANGE AGENT"), receives this notice of guaranteed delivery,
properly completed and duly executed, prior to the Expiration Date (as defined
below) of the Exchange Offer for such series. Capitalized terms used but not
defined herein have the meanings ascribed to them in the letter of transmittal.

     THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
          , 2003, UNLESS EXTENDED (THE "EXPIRATION DATE"). NOTES TENDERED IN
SUCH EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK
CITY TIME, ON THE EXPIRATION DATE.

                 THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:

                         U.S. BANK NATIONAL ASSOCIATION

<Table>
<S>                                <C>                                <C>
 By Mail (Registered or Certified      By Facsimile Transmission
  Mail Recommended) or Courier:      (Eligible Institutions Only):          Confirm by Telephone:
                                                                                (651) 244-1197

  U.S. Bank National Association             (651) 244-1537
     Corporate Trust Services        Attention: Specialized Finance
      180 East Fifth Street
        St. Paul, MN 55101
  Attention: Specialized Finance
</Table>

     DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS
NOTICE OF GUARANTEED DELIVERY SHOULD BE READ CAREFULLY BEFORE THE NOTICE OF
GUARANTEED DELIVERY IS COMPLETED.

     This notice of guaranteed delivery is not to be used to guarantee
signatures. If a signature on a letter of transmittal is required to be
guaranteed by an "Eligible Institution" under the instructions thereto, such
signature guarantee must appear in the applicable space in the box provided on
the letter of transmittal for guarantee of signatures.
<PAGE>

Ladies and Gentlemen:

     The undersigned hereby tenders to the Company, in accordance with the
Company's offer, upon the terms and subject to the conditions set forth in the
prospectus and the related letter of transmittal, receipt of which is hereby
acknowledged, the principal amount of Original Notes set forth below pursuant to
the guaranteed delivery procedures set forth in the prospectus under the caption
"The Exchange Offer -- Guaranteed Delivery Procedures" and in Instruction 2 of
the letter of transmittal.

     The undersigned hereby tenders the Original Notes listed below:

<Table>
<Caption>
CERTIFICATE NUMBER(S) (IF KNOWN)
      OF ORIGINAL NOTES OR         AGGREGATE PRINCIPAL AMOUNT   AGGREGATE PRINCIPAL AMOUNT
   ACCOUNT NUMBER AT THE DTC              REPRESENTED                   TENDERED*
--------------------------------   --------------------------   --------------------------
<S>                                <C>                          <C>

</Table>

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

                            PLEASE SIGN AND COMPLETE

Names of Record Holder(s):

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

---------------------------------------------------------
Signature(s):

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

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

Address:
       -------------------------------------------------------------------------

       -------------------------------------------------------------------------
                                  (INCLUDE ZIP CODE)

Area Code and Telephone Number:
                           -----------------------------------------------------

Dated:                               , 2003
      ------------------------------------

* Unless otherwise indicated, any tendering holder of the Original Notes will be
  deemed to have tendered the entire aggregate principal amount represented by
  such Original Notes. All tenders must be in integral multiples of $1,000.

                                        2
<PAGE>

     THIS NOTICE OF GUARANTEED DELIVERY MUST BE SIGNED BY THE REGISTERED
HOLDER(S) OF ORIGINAL NOTES EXACTLY AS THE NAME(S) OF SUCH PERSONS(S) APPEAR(S)
ON CERTIFICATES FOR ORIGINAL NOTES OR ON A SECURITY POSITION LISTING AS THE
OWNER OF ORIGINAL NOTES, OR BY PERSON(S) AUTHORIZED TO BECOME HOLDER(S) BY
ENDORSEMENT AND DOCUMENTS TRANSMITTED WITH THIS NOTICE OF GUARANTEED DELIVERY.
IF SIGNATURE IS BY A TRUSTEE, EXECUTOR, ADMINISTRATOR, GUARDIAN,
ATTORNEY-IN-FACT, OFFICER OR OTHER PERSON ACTING IN A FIDUCIARY OR
REPRESENTATIVE CAPACITY, SUCH PERSON MUST PROVIDE THE FOLLOWING INFORMATION:

PLEASE PRINT NAME(S) AND ADDRESS(ES)

Name(s):
        ------------------------------------------------------------------------

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

Capacity:
        ------------------------------------------------------------------------

Address(es):
          ----------------------------------------------------------------------

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

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

                                   GUARANTEE
                    (Not to be used for signature guarantee)

     The undersigned, a firm which is a member of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.,
a commercial bank or a trust company having an office or correspondent in the
United States, or an "eligible guarantor institution" within the meaning of Rule
17(A)(d)-15 under the Securities Exchange Act of 1934, hereby guarantees deposit
with the Exchange Agent of the letter of transmittal (or facsimile thereof or
agent's message in lieu thereof), together with the Original Notes of the series
tendered hereby in proper form for transfer (or confirmation of the book-entry
transfer of such Original Notes into the Exchange Agent's account at the DTC
described in the prospectus under the captions "The Exchange Offer" and "Book-
Entry Transfer; Delivery and Form" and in the letter of transmittal) and any
other required documents, all by 5:00 p.m., New York City time, within three New
York Stock Exchange trading days following the Expiration Date for such series.

<Table>
<S>                                               <C>

Name of Firm:                                     ----------------------------------------------
                ------------------------------    (AUTHORIZED SIGNATURE)
                                                  Name:
Address:                                          ---------------------------------------
-------------------------------------             Title:
-------------------------------------             ----------------------------------------
         (INCLUDE ZIP CODE)                             (PLEASE TYPE OR PRINT)
                                                        Dated:                   , 2003
Area Code and Telephone Number:
----------------------------------------------          -----------------------------------
</Table>

     DO NOT SEND ORIGINAL NOTES WITH THIS FORM. ACTUAL SURRENDER OF ORIGINAL
NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND
DULY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS.

                                        3
<PAGE>

                 INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

     1.  DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY. A properly completed
and duly executed copy of this notice of guaranteed delivery (or facsimile
hereof or an agent's message and notice of guaranteed delivery in lieu hereof)
and any other documents required by this notice of guaranteed delivery with
respect to the Original Notes must be received by the Exchange Agent at its
address set forth herein prior to the Expiration Date of the Exchange Offer.
Delivery of such notice of guaranteed delivery may be made by facsimile
transmission, mail or hand delivery. THE METHOD OF DELIVERY OF THIS NOTICE OF
GUARANTEED DELIVERY AND ANY OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT
THE ELECTION AND SOLE RISK OF THE HOLDER, AND THE DELIVERY WILL BE DEEMED MADE
ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. If delivery is by mail,
registered mail with return receipt requested, properly insured, is recommended.
As an alternative to delivery by mail, the holders may wish to consider using an
overnight or hand delivery service. In all cases, sufficient time should be
allowed to assure timely delivery. For a description of the guaranteed delivery
procedures, see Instruction 2 of the letter of transmittal.

     2.  SIGNATURES ON THIS NOTICE OF GUARANTEED DELIVERY. If this notice of
guaranteed delivery (or facsimile hereof) is signed by the registered holder(s)
of the Original Notes referred to herein, the signature(s) must correspond
exactly with the name(s) as written on the face of the Original Notes without
alteration, enlargement or any change whatsoever. If this notice of guaranteed
delivery (or facsimile hereof) is signed by a participant in the DTC whose name
appears on a security position listing as the owner of the Original Notes, the
signature must correspond with the name as it appears on the security position
listing as the owner of the Original Notes.

     If this notice of guaranteed delivery (or facsimile hereof) is signed by a
person other than the registered holder(s) of any Original Notes listed or a
participant of the DTC, this notice of guaranteed delivery must be accompanied
by appropriate bond powers, signed as the name(s) of the registered holder(s)
appear(s) on the Original Notes or signed as the name(s) of the participant
appears on the DTC's security position listing.

     If this notice of guaranteed delivery (or facsimile hereof) is signed by a
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing and submit herewith evidence
satisfactory to the Exchange Agent of such person's authority to so act.

     3.  REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests
for assistance and requests for additional copies of the prospectus and this
notice of guaranteed delivery may be directed to the Exchange Agent at the
address set forth on the cover page hereof. Holders may also contact their
broker, dealer, commercial bank, trust company or other nominee for assistance
concerning the Exchange Offer.

                                        4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>14
<FILENAME>w88263exv99w3.txt
<DESCRIPTION>FORM OF LETTER TO DTC PARTICIPANTS
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.3

                             AMKOR TECHNOLOGY, INC.
                LETTER TO DEPOSITORY TRUST COMPANY PARTICIPANTS
                         FOR TENDER OF ALL OUTSTANDING

                    $425,000,000 7.75% SENIOR NOTES DUE 2013

                           IN EXCHANGE FOR REGISTERED

                    $425,000,000 7.75% SENIOR NOTES DUE 2013

      THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
            , 2003, UNLESS EXTENDED (THE "EXPIRATION DATE"). NOTES TENDERED IN
SUCH EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK
CITY TIME, ON THE EXPIRATION DATE.

To Depository Trust Company Participants:

    We are enclosing a prospectus dated         , 2003 of Amkor Technology, Inc.
(the "COMPANY") and the related letter of transmittal. These two documents
constitute the Company's offer to exchange its $425,000,000 7.75% Senior Notes
due 2013 (the "EXCHANGE NOTES"), the issuance of which has been registered under
the Securities Act of 1933, as amended (the "SECURITIES ACT"), for a like
principal amount of its issued and outstanding $425,000,000 7.75% Senior Notes
due 2013 (the "ORIGINAL NOTES") (the "EXCHANGE OFFER"). Additionally, we have
included a notice of guaranteed delivery and a letter that may be sent to your
clients for whose account you hold Original Notes in your name or in the name of
your nominee, with space provided for obtaining such client's instruction with
regard to the Exchange Offer.

    We urge you to contact your clients promptly. Please note that the Exchange
Offer will expire on the Expiration Date unless extended.

    The Exchange Offer for Original Notes is not conditioned upon any minimum
aggregate principal amount of Original Notes being tendered for exchange.

    Pursuant to the letter of transmittal, each holder of Original Notes will
represent to the Company that (i) any Exchange Notes received are being acquired
in the ordinary course of business of the person receiving such Exchange Notes,
(ii) such person does not have an arrangement or understanding with any person
to participate in the distribution of the Original Notes or the Exchange Notes
within the meaning of the Securities Act and (iii) such person is not an
"affiliate," as defined in Rule 405 under the Securities Act, of the Company or,
if it is such an affiliate, it will comply with the registration and prospectus
delivery requirements of the Securities Act to the extent applicable. In
addition, each holder of Original Notes will represent to the Company that (i)
if such person is not a broker-dealer, it is not engaged in, and does not intend
to engage in, a distribution of Exchange Notes and (ii) if such person is a
broker-dealer that will receive Exchange Notes for its own account in exchange
for Original Notes that were acquired as a result of market-making activities or
other trading activities, it will deliver a prospectus in connection with any
resale of such Exchange Notes; however, by so acknowledging and by delivering a
prospectus, it will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act.

    The enclosed Letter to Clients contains an authorization by the beneficial
owners of the Original Notes for you to make the foregoing representations.

    The Company will not pay any fee or commission to any broker or dealer or to
any other persons (other than the Exchange Agent) in connection with the
solicitation of tenders of Original Notes pursuant to the Exchange Offer. The
Company will pay or cause to be paid any transfer taxes payable on the transfer
of Original Notes to it, except as otherwise provided in Instruction 7 of the
enclosed letter of transmittal.

    Additional copies of the enclosed material may be obtained from the
undersigned.

                                         Very truly yours,

                                         U.S. BANK NATIONAL ASSOCIATION

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.4
<SEQUENCE>15
<FILENAME>w88263exv99w4.txt
<DESCRIPTION>FORM OF LETTER TO CLIENTS
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.4

                             AMKOR TECHNOLOGY, INC.

                LETTER TO DEPOSITORY TRUST COMPANY PARTICIPANTS
                         FOR TENDER OF ALL OUTSTANDING

                    $425,000,000 7.75% SENIOR NOTES DUE 2013

                                IN EXCHANGE FOR
                                   REGISTERED

                    $425,000,000 7.75% SENIOR NOTES DUE 2013

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
            , 2003, UNLESS EXTENDED (THE "EXPIRATION DATE"). NOTES TENDERED IN
SUCH EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK
CITY TIME, ON THE EXPIRATION DATE.

To Our Clients:
     We are enclosing a prospectus dated           , 2003 of Amkor Technology,
Inc. (the "COMPANY") and the related letter of transmittal. These two documents
constitute the Company's offer to exchange its $425,000,000 7.75% Senior Notes
due 2013 (the "EXCHANGE NOTES"), the issuance of which has been registered under
the Securities Act of 1933, as amended (the "SECURITIES ACT"), for a like
principal amount of its issued and outstanding $425,000,000 7.75% Senior Notes
due 2013 (the "ORIGINAL NOTES") (the "EXCHANGE OFFER").
     The Exchange Offer for Original Notes is not conditioned upon any minimum
aggregate principal amount of Original Notes being tendered for exchange.
     We are the holder of record of Original Notes held by us for your own
account. A tender of such Original Notes can be made only by us as the record
holder and pursuant to your instructions. The accompanying letter of transmittal
is furnished to you for your information only and cannot be used by you to
tender Original Notes held by us for your account.
     We request instructions as to whether you wish to tender any or all of the
Original Notes held by us for your account pursuant to the terms and conditions
of the Exchange Offer. We also request that you confirm that we may on your
behalf make the representations contained in the letter of transmittal.
     Pursuant to the letter of transmittal, each holder of Original Notes will
represent to the Company that (i) any Exchange Notes received are being acquired
in the ordinary course of business of the person receiving such Exchange Notes,
(ii) such person does not have an arrangement or understanding with any person
to participate in the distribution of the Original Notes or the Exchange Notes
within the meaning of the Securities Act and (iii) such person is not an
"affiliate," as defined in Rule 405 under the Securities Act, of the Company or,
if it is such an affiliate, it will comply with the registration and prospectus
delivery requirements of the Securities Act to the extent applicable. In
addition, each holder of Original Notes will represent to the Company that (i)
if such person is not a broker-dealer, it is not engaged in, and does not intend
to engage in, a distribution of Exchange Notes and (ii) if such person is a
broker-dealer that will receive Exchange Notes for its own account in exchange
for Original Notes that were acquired as a result of market-making activities or
other trading activities, it will deliver a prospectus in connection with any
resale of such Exchange Notes; however, by so acknowledging and by delivering a
prospectus, it will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act.

                                         Very truly yours,
<PAGE>

PLEASE RETURN YOUR INSTRUCTIONS TO US IN THE ENCLOSED ENVELOPE WITHIN AMPLE TIME
TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE APPLICABLE
EXPIRATION DATE.

                    INSTRUCTION TO REGISTERED HOLDER AND/OR
                    BOOK-ENTRY TRANSFER FACILITY PARTICIPANT

To Registered Holder and/or Participant of the DTC:

     The undersigned hereby acknowledges receipt and review of the prospectus
dated           , 2003 of Amkor Technology, Inc. (the "COMPANY") and the related
letter of transmittal. These two documents together constitute the Company's
offer to exchange its $425,000,000 7.75% Senior Notes due 2013 (the "EXCHANGE
NOTES"), the issuance of which has been registered under the Securities Act of
1933, as amended (the "SECURITIES ACT"), for a like principal amount of its
issued and outstanding $425,000,000 7.75% Senior Notes due 2013 (the "ORIGINAL
NOTES") (the "EXCHANGE OFFER").

     This will instruct you, the registered holder and DTC participant, as to
the action to be taken by you relating to the Exchange Offer for the Original
Notes held by you for the account of the undersigned.

     The aggregate principal amount of the Original Notes held by you for the
account of the undersigned is:

<Table>
<S>                          <C>
      Title of Series         Principal Amount (FILL IN AMOUNT)
7.75% Senior Notes due 2013                   $
                             ------------------------------------
</Table>

     WITH RESPECT TO THE EXCHANGE OFFER, THE UNDERSIGNED HEREBY INSTRUCTS YOU
(CHECK APPROPRIATE BOX):

[ ]  TO TENDER ALL ORIGINAL NOTES HELD BY YOU FOR THE ACCOUNT OF THE
     UNDERSIGNED.

[ ]  TO TENDER THE FOLLOWING AMOUNT OF ORIGINAL NOTES HELD BY YOU FOR THE
     ACCOUNT OF THE UNDERSIGNED:

<Table>
<S>                          <C>
      Title of Series         Principal Amount (FILL IN AMOUNT)
7.75% Senior Notes due 2013                   $
                             ------------------------------------
</Table>

[ ]  NOT TO TENDER ANY ORIGINAL NOTES HELD BY YOU FOR THE ACCOUNT OF THE
     UNDERSIGNED.

     IF NO BOX IS CHECKED, A SIGNED AND RETURNED INSTRUCTION TO BOOK-ENTRY
TRANSFER PARTICIPANT WILL BE DEEMED TO INSTRUCT YOU TO TENDER ALL ORIGINAL NOTES
HELD BY YOU FOR THE ACCOUNT OF THE UNDERSIGNED.

     If the undersigned instructs you to tender the Original Notes held by you
for the account of the undersigned, it is understood that you are authorized to
make, on behalf of the undersigned (and the undersigned, by its signature below,

                                        2
<PAGE>

hereby makes to you), the representations contained in the letter of transmittal
that are to be made with respect to the undersigned as a beneficial owner,
including, but not limited to, the representations that (i) any Exchange Notes
received are being acquired in the ordinary course of business of the
undersigned; (ii) the undersigned does not have an arrangement or understanding
with any person to participate in the distribution of the Original Notes or the
Exchange Notes within the meaning of the Securities Act; (iii) the undersigned
is not an "affiliate," as defined in Rule 405 under the Securities Act, of the
Company or, if it is such an affiliate, it will comply with the registration and
prospectus delivery requirements of the Securities Act to the extent applicable;
(iv) if the undersigned is not a broker-dealer, it is not engaged in, and does
not intend to engage in, a distribution of Exchange Notes and (v) if the
undersigned is a broker-dealer that will receive Exchange Notes for its own
account in exchange for Original Notes that were acquired as a result of market-
making activities or other trading activities, it will deliver a prospectus in
connection with any resale of such Exchange Notes; however, by so acknowledging
and by delivering a prospectus, the undersigned will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act.

                                   SIGN HERE

Name of beneficial owner(s):
--------------------------------------------------------------------------------

Signature(s):
--------------------------------------------------------------------------------

Name(s) (please print):
--------------------------------------------------------------------------------

Address:
--------------------------------------------------------------------------------

Telephone Number:
--------------------------------------------------------------------------------

Taxpayer Identification or Social Security Number:
--------------------------------------------------------------------------------

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

                                        3

</TEXT>
</DOCUMENT>
</SUBMISSION>
