<SUBMISSION>
<ACCESSION-NUMBER>0000893220-04-000903
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>7
<PERIOD>20040331
<FILING-DATE>20040505
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>AMKOR TECHNOLOGY INC
<CIK>0001047127
<ASSIGNED-SIC>3674
<IRS-NUMBER>231722724
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>000-29472
<FILM-NUMBER>04779487
</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>10-Q
<SEQUENCE>1
<FILENAME>w96178e10vq.txt
<DESCRIPTION>FORM 10-Q AMKOR TECHNOLOGY, INC.
<TEXT>
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 10-Q

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

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

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004

                                       OR

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

                        COMMISSION FILE NUMBER 000-29472

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

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

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

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

   Indicate by check mark whether the registrant is an accelerated filer (as
              defined in Rule 12b-2 of the Act). Yes [X] No [ ]

     The number of outstanding shares of the registrant's Common Stock as of
                          May 1, 2004 was 174,666,140.


<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

                             AMKOR TECHNOLOGY, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                                                  FOR THE THREE MONTHS ENDED
                                                                                                           MARCH 31,
                                                                                            --------------------------------------
                                                                                                   2004                 2003
                                                                                            ------------------  ------------------
                                                                                                         (UNAUDITED)
<S>                                                                                         <C>                 <C>
Net revenues.............................................................................   $          464,646  $          343,131
Cost of revenues ........................................................................              352,798             296,562
                                                                                            ------------------  ------------------
Gross profit.............................................................................              111,848              46,569
                                                                                            ------------------  ------------------
Operating expenses:
      Selling, general and administrative................................................               52,178              41,423
      Research and development...........................................................                8,977               7,609
      Resolution of legal dispute (see Note 14)..........................................                1,500                  --
      Amortization of acquired intangibles...............................................                1,328               2,030
      Loss on disposal of fixed assets, net..............................................                    8                  69
                                                                                            ------------------  ------------------
            Total operating expenses.....................................................               63,991              51,131
                                                                                            ------------------  ------------------
Operating income (loss) .................................................................               47,857              (4,562)
                                                                                            ------------------  ------------------
Other expense (income):
      Interest expense, net..............................................................               33,290              35,862
      Foreign currency loss (gain).......................................................                   75                (925)
      Other expense, net.................................................................                1,789               1,229
                                                                                            ------------------  ------------------
            Total other expense..........................................................               35,154              36,166
                                                                                            ------------------  ------------------
Income (loss) before income taxes, equity in loss of investees,
      minority interest and discontinued operations......................................               12,703             (40,728)
Equity in loss of investees..............................................................                   --              (3,628)
Minority interest .......................................................................                 (358)                149
                                                                                            ------------------  ------------------
Income (loss) from continuing operations before income taxes.............................               12,345             (44,207)
                                                                                            ------------------  ------------------

Provision (benefit) for income taxes.....................................................                1,435              (4,177)
                                                                                            ------------------  ------------------
Income (loss) from continuing operations.................................................               10,910             (40,030)
                                                                                            ------------------  ------------------
Discontinued operations (see Note 2):
      Income from wafer fabrication services business, net of tax........................                   --               3,047
      Gain on sale of wafer fabrication services business, net of tax....................                   --              51,519
                                                                                            ------------------  ------------------
      Income from discontinued operations................................................                   --              54,566
                                                                                            ------------------  ------------------
Net income  .............................................................................   $           10,910  $           14,536
                                                                                            ==================  ==================
Per Share Data:
      Basic and diluted income (loss) per common share from continuing operations........   $             0.06  $            (0.24)
      Basic and diluted income per common share from discontinued operations.............                   --                0.33
                                                                                            ------------------  ------------------
      Net income per common share........................................................   $             0.06  $             0.09
                                                                                            ==================  ==================

      Shares used in computing basic income (loss) per common share                                    174,622             165,156
                                                                                            ==================  ==================

      Shares used in computing diluted income (loss) per common share                                  180,202             165,156
                                                                                            ==================  ==================
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       2
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                 MARCH 31,          DECEMBER 31,
                                                                                                   2004                 2003
                                                                                            ------------------  ------------------
                                                                                                (UNAUDITED)         (UNAUDITED)
<S>                                                                                         <C>                 <C>
                                         ASSETS
Current assets:
      Cash and cash equivalents..........................................................   $          345,496  $          313,259
      Accounts receivable:
            Trade, net of allowance of $5,298 in 2004 and $6,514 in 2003..............                 284,825             310,096
            Other .......................................................................                5,636               4,413
      Inventories .......................................................................              112,406              92,439
      Other current assets...............................................................               38,445              49,606
                                                                                            ------------------  ------------------
                  Total current assets...................................................              786,808             769,813
                                                                                            ------------------  ------------------
Property, plant and equipment, net.......................................................            1,131,503           1,007,648
                                                                                            ------------------  ------------------
Investments .............................................................................               55,860              51,181
                                                                                            ------------------  ------------------
Other assets:
      Goodwill    .......................................................................              626,596             629,850
      Acquired intangibles...............................................................               39,877              37,730
      Other   ...........................................................................               74,357              67,601
      Assets of discontinued operations (see Note 2).....................................                   --                  96
                                                                                            ------------------  ------------------
                                                                                                       740,830             735,277
                                                                                            ------------------  ------------------
                  Total assets...........................................................   $        2,715,001  $        2,563,919
                                                                                            ==================  ==================
                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
      Bank overdraft.....................................................................   $              535  $            2,690
      Short-term borrowings and current portion of long-term debt........................               22,488              28,665
      Trade accounts payable.............................................................              280,401             230,396
      Accrued expenses...................................................................              166,810             170,145
                                                                                            ------------------  ------------------
                  Total current liabilities..............................................              470,234             431,896
Long-term debt    .......................................................................            1,734,407           1,650,707
Other noncurrent liabilities.............................................................               87,296              78,974
                                                                                            ------------------  ------------------
                  Total liabilities......................................................            2,291,937           2,161,577
                                                                                            ------------------  ------------------
Commitments and contingencies
Minority interest .......................................................................                1,564               1,338
                                                                                            ------------------  ------------------
Stockholders' equity:
      Preferred stock, $0.001 par value, 10,000 shares authorized
            designated Series A, none issued.............................................                   --                  --
      Common stock, $0.001 par value, 500,000 shares authorized
            issued and outstanding of 174,665 in 2004 and 174,508 in 2003................                  175                 175
      Additional paid-in capital.........................................................            1,319,010           1,317,164
      Accumulated deficit................................................................             (920,626)           (931,536)
      Accumulated other comprehensive income.............................................               22,941              15,201
                                                                                            ------------------  ------------------
                  Total stockholders' equity.............................................              421,500             401,004
                                                                                            ------------------  ------------------
                  Total liabilities and stockholders' equity.............................   $        2,715,001  $        2,563,919
                                                                                            ==================  ==================
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       3
<PAGE>

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

<TABLE>
<CAPTION>

                                          COMMON STOCK                              RECEIVABLE
                                         ---------------    PAID-IN    ACCUMULATED     FROM
                                         SHARES   AMOUNT    CAPITAL      DEFICIT    STOCKHOLDER
                                         -------  ------  -----------  -----------  -----------
<S>                                      <C>      <C>     <C>          <C>          <C>
Balance at December 31, 2002...........  165,156  $  166  $ 1,170,227  $  (933,734) $    (2,887)
   Net income..........................       --      --           --       14,536           --
   Unrealized loss on investments,
      net of tax.......................       --      --           --           --           --
   Cumulative translation adjustment...       --      --           --           --           --

   Comprehensive income................
                                         -------  ------  -----------  -----------  -----------
Balance at March 31, 2003..............  165,156  $  166  $ 1,170,227  $  (919,198) $    (2,887)
                                         =======  ======  ===========  ===========  ===========

Balance at December 31, 2003...........  174,508  $  175  $ 1,317,164  $  (931,536) $        --
   Net income..........................       --      --           --       10,910           --
   Unrealized gain on investments,
      net of tax.......................       --      --           --           --           --
   Cumulative translation adjustment...       --      --           --           --           --

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

   Issuance of stock through stock
      compensation plans...............      157      --        1,846           --           --
                                         -------  ------  -----------  -----------  -----------
Balance at March 31, 2004..............  174,665  $  175  $ 1,319,010  $  (920,626) $        --
                                         =======  ======  ===========  ===========  ===========
</TABLE>

<TABLE>
<CAPTION>
                                         ACCUMULATED
                                             OTHER
                                         COMPREHENSIVE             COMPREHENSIVE
                                         INCOME (LOSS)    TOTAL        INCOME
                                         -------------  ---------  -------------
<S>                                      <C>            <C>        <C>
Balance at December 31, 2002...........  $      (2,405) $ 231,367
   Net income..........................             --     14,536  $      14,536
   Unrealized loss on investments,
      net of tax.......................         (4,904)    (4,904)        (4,904)
   Cumulative translation adjustment...           (188)      (188)          (188)
                                                                   -------------
   Comprehensive income................                            $       9,444
                                         -------------  ---------  =============
Balance at March 31, 2003..............  $      (7,497) $ 240,811
                                         =============  =========

Balance at December 31, 2003...........  $      15,201  $ 401,004
   Net income..........................             --     10,910  $      10,910
   Unrealized gain on investments,
      net of tax.......................          4,679      4,679          4,679
   Cumulative translation adjustment...          3,061      3,061          3,061
                                                                   -------------
   Comprehensive income................                            $      18,650
                                                                   =============
   Issuance of stock through stock
      compensation plans...............             --      1,846
                                         -------------  ---------
Balance at March 31, 2004..............  $      22,941  $ 421,500
                                         =============  =========
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       4
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                      FOR THE THREE MONTHS ENDED
                                                                                                               MARCH 31,
                                                                                                      --------------------------
                                                                                                          2004          2003
                                                                                                      ------------  ------------
                                                                                                             (UNAUDITED)
<S>                                                                                                   <C>           <C>
Cash flows from continuing operating activities:
   Income (loss) from continuing operations.........................................................  $     10,910  $    (40,030)
     Adjustments to reconcile loss from continuing operations
      to net cash provided by  operating activities --
      Depreciation and amortization.................................................................        52,397        57,793
      Amortization of deferred debt issuance costs..................................................         2,390         2,080
      Provision for excess and obsolete inventory...................................................           376           869
      Deferred income taxes.........................................................................           443          (884)
      Equity in loss of investees...................................................................            --         3,628
      Loss on disposal of fixed assets, net.........................................................             8            69
      Other losses on investments, net .............................................................            --         2,201
      Loss on debt redemption premium payment.......................................................         1,687            --
      Minority interest.............................................................................           358          (149)
   Changes in assets and liabilities excluding effects of acquisition --
      Accounts receivable...........................................................................        27,176        19,293
      Other receivables.............................................................................        (1,220)        1,102
      Inventories...................................................................................       (20,108)        2,811
      Other current assets..........................................................................        (6,950)          710
      Other non-current assets......................................................................        (3,613)        5,415
      Accounts payable..............................................................................        48,137       (34,331)
      Accrued expenses..............................................................................         7,893         6,520
      Other long-term liabilities...................................................................         4,345         2,367
                                                                                                      ------------  ------------
         Net cash provided by operating activities..................................................       124,229        29,464
                                                                                                      ------------  ------------
Cash flows from continuing investing activities:
   Purchases of property, plant and equipment.......................................................      (170,838)      (16,571)
   Acquisition, net of cash acquired................................................................       (12,858)           --
   Proceeds from the sale of property, plant and equipment..........................................           685           514
   Proceeds from the sale of investments............................................................            --        19,541
   Purchase of investments..........................................................................            --        (6,777)
   Proceeds from note receivable....................................................................        18,627            --
                                                                                                      ------------  ------------
         Net cash used in investing activities......................................................      (164,384)       (3,293)
                                                                                                      ------------  ------------
Cash flows from continuing financing activities:
   Net change in bank overdrafts and short-term borrowings..........................................        (7,550)       (1,968)
   Net proceeds from issuance of long-term debt.....................................................       249,007            --
   Payments of long-term debt, including redemption premium payment.................................      (171,551)       (5,899)
   Proceeds from issuance of stock through stock compensation plans.................................         1,846            --
                                                                                                      ------------  ------------
         Net cash provided by (used in) financing activities........................................        71,752        (7,867)
                                                                                                      ------------  ------------
Effect of exchange rate fluctuations on cash and cash equivalents related to continuing operations..           544          (207)
                                                                                                      ------------  ------------
Cash flows from discontinued operations:
   Net cash provided by operating activities........................................................            96        19,727
   Net cash provided by investing activities........................................................            --         2,412
   Net cash used in financing activities............................................................            --            --
                                                                                                      ------------  ------------
         Net cash provided by discontinued operations...............................................            96        22,139
                                                                                                      ------------  ------------

Net increase in cash and cash equivalents...........................................................        32,237        40,236
Cash and cash equivalents, beginning of period......................................................       313,259       311,249
                                                                                                      ------------  ------------
Cash and cash equivalents, end of period............................................................  $    345,496  $    351,485
                                                                                                      ============  ============
Supplemental disclosures of cash flow information:

Cash paid during the period for:
      Interest......................................................................................  $     27,519  $     31,390
      Income taxes..................................................................................  $     11,781  $      4,028
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       5
<PAGE>

                             AMKOR TECHNOLOGY, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. INTERIM FINANCIAL STATEMENTS

      Basis of Presentation. The consolidated financial statements and related
disclosures as of March 31, 2004 and for the three months ended March 31, 2004
and 2003 are unaudited, pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations. In our opinion, these financial statements include all adjustments
(consisting only of normal recurring adjustments) necessary for the fair
presentation of the results for the interim periods. These financial statements
should be read in conjunction with our latest annual report as of December 31,
2003 filed on Form 10-K with the Securities and Exchange Commission. The results
of operations for the three months ended March 31, 2004 are not necessarily
indicative of the results to be expected for the full year. Certain previously
reported amounts have been reclassified to conform with the current
presentation.

      Risks and Uncertainties. Our future results of operations involve a number
of risks and uncertainties. Factors that could affect future results and cause
actual results to vary materially from historical results include, but are not
limited to, dependence on the highly cyclical nature of the semiconductor
industry, fluctuation in operating results, the decline in average selling
prices, our high leverage and the restrictive covenants contained in the
agreements governing our indebtedness, our investment in ASI, the absence of
significant backlog in our business, our dependence on international operations
and sales, difficulties integrating acquisitions, our dependence on materials
and equipment suppliers, capital expenditure requirements, the increased
litigation incident to our business, rapid technological change, competition,
our need to comply with existing and future environmental regulations, the
enforcement of intellectual property rights by or against us, continued control
by existing stockholders and stock price volatility.

      Consolidation of Variable Interest Entities. We have variable interests in
certain Philippine realty corporations in which we have a 40% ownership and from
whom we lease land and buildings in the Philippines. Beginning July 1, 2003, in
accordance with FIN 46, we consolidated these Philippine realty corporations
within our financial statements and have elected not to restate prior periods.
There was no net effect to our consolidated statements of income as a result of
the consolidation of the Philippine realty corporations as these entities were
previously accounted for as equity investments with our proportionate share of
gains and losses recorded in our historical consolidated statements of income.
The creditors of the Philippine realty corporations have no recourse to the
general credit of Amkor Technology, Inc., the primary beneficiary of these
variable interest entities.

      Recent Accounting Pronouncements. In December 2003, the FASB issued SFAS
No. 132 (revised 2003), "Employers' Disclosures about Pensions and Other
Postretirement Benefits." This statement requires additional disclosures about
the assets, obligations, cash flows, and net periodic benefit cost of defined
benefit pension plans and other postretirement plans. The statement does not
change the measurement or recognition of pension plans and other postretirement
benefit plans. For our plans, the new disclosures were effective for interim
periods ending after December 15, 2003. The adoption of SFAS No. 132 (revised
2003) did not have a material effect on our financial position, results of
operations, or cash flows.

      Stock Compensation. We apply Accounting Principles Board (APB) Opinion No.
25, "Accounting for Stock Issued to Employees," and related Interpretations, to
our stock option plans. No compensation expense has been recognized for our
employee stock options that have been granted. If compensation costs for our
stock option plans had been determined using the fair value method of accounting
as set forth in SFAS No. 123, "Accounting for Stock-Based Compensation," our
reported net income and per share amounts would have been decreased.

      The following table illustrates the effect on net income and per share
amounts as if the fair value based method had been applied to all outstanding
and unvested awards in each period.

                                       6

<PAGE>

<TABLE>
<CAPTION>
                                                                                       FOR THE THREE MONTHS ENDED
                                                                                               MARCH   31,
                                                                                  -------------------------------------
                                                                                         2004                2003
                                                                                  ------------------   ----------------
                                                                                  (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                                                               <C>                  <C>
Net income:
   Net income, as reported......................................................  $           10,910   $         14,536
   Deduct: Total stock-based employee compensation determined
      under fair value based method, net of related tax effects.................               7,757              7,259
                                                                                  ------------------   ----------------
Net income, pro forma...........................................................  $            3,153   $          7,277
                                                                                  ==================   ================
Earnings per share:
   Basic and diluted:
         As reported............................................................  $             0.06   $           0.09
         Pro forma..............................................................  $             0.02   $           0.04
</TABLE>

      In order to calculate the fair value of stock options at date of grant, we
used the Black-Scholes option pricing model. The following assumptions were used
to calculate weighted average fair values of the options granted:

<TABLE>
<CAPTION>
                                                                                  FOR THE THREE MONTHS ENDED
                                                                                          MARCH 31,
                                                                                  --------------------------
                                                                                       2004         2003
                                                                                  -------------  -----------
<S>                                                                               <C>            <C>
Expected life (in years)........................................................              4           4
Risk-free interest rate.........................................................            2.5%        2.4%
Volatility......................................................................             56%         90%
Dividend yield..................................................................             --          --
</TABLE>

2. DISCONTINUED OPERATIONS

      On February 28, 2003, we sold our wafer fabrication services business to
ASI. Additionally, we obtained a release from Texas Instruments regarding our
contractual obligations with respect to wafer fabrication services to be
performed subsequent to the transfer of the business to ASI. Beginning with the
first quarter of 2003, we reflect our wafer fabrication services segment as a
discontinued operation and have restated our historical results. In connection
with the disposition of our wafer fabrication business, we recorded, during the
three months ended March 31, 2003, $1.0 million in severance and other exit
costs to close our wafer fabrication services operations in Boise, Idaho and
Lyon, France. Also, during the three months ended March 31, 2003 we recognized a
pre-tax gain on the disposition of our wafer fabrication services business of
$58.6 million ($51.5 million, net of tax), which is reflected in income from
discontinued operations. The carrying value of the sold net assets associated
with the business as of February 28, 2003 was $2.4 million. Assets of our
discontinued operations at December 31, 2003 included $0.1 million of accounts
receivable.

A summary of the results from discontinued operations for the three months ended
March 31, 2003 are as follows:

<TABLE>
<CAPTION>
                                                                                  FOR THE THREE MONTHS ENDED
                                                                                        MARCH 31, 2003
                                                                                  --------------------------
                                                                                        (IN THOUSANDS)
<S>                                                                               <C>
Net sales.........................................................................       $     34,636
Gross profit......................................................................              3,451
Operating income..................................................................              3,455
Gain on sale of wafer fabrication services business...............................             58,600
Interest .........................................................................                 --
Other (income) expense............................................................                (11)
Tax expense ($7.1 million associated with gain on sale of the business in 2003)...              7,500
Net income from discontinued operations...........................................             54,566
</TABLE>

3.    ACQUISITION OF MINORITY INTEREST IN AMKOR IWATE CORPORATION

      In January 2004 we acquired the remaining 40% ownership interest in Amkor
Iwate Corporation ("AIC") from Toshiba for 1.4 billion Japanese yen, or $12.9
million based on the exchange rate on the date of payment, bringing our total
ownership

                                       7
<PAGE>

percentage to 100%. AIC provides packaging and test services principally to
Toshiba's Iwate factory under a long-term supply agreement, which terminates in
January 2006. The difference between the purchase price of $12.9 million and the
carrying value of the minority interest liability of $11.9 million was recorded
as an adjustment to the carrying values of the assets and liabilities of AIC.
This step acquisition adjustment was recorded based on the proportion of the
minority interest acquired as follows:

<TABLE>
<CAPTION>
                                                                                   (IN MILLIONS)
<S>                                                                                <C>
Reduction of minority interest liability........................................   $        11.9
Property, plant and equipment ..................................................             2.4
Acquired intangible assets......................................................             3.3
Adjustment to previously existing goodwill......................................            (4.1)
Deferred tax liability..........................................................            (0.6)
                                                                                   -------------
Cash paid for minority interest acquisition.....................................   $        12.9
                                                                                   =============
</TABLE>

For the three months ended March 31, 2003, we recorded AIC minority interest
expense of $0.8 million associated with Toshiba's then existing ownership
interest. The results of our acquisition have been included in the accompanying
consolidated financial statements since the acquisition date.

4. OUR INVESTMENT IN ANAM SEMICONDUCTOR, INC. (ASI)

      At January 1, 2003, we owned 26.7 million shares, or 21%, of ASI voting
common stock. The carrying value of our investment in ASI at January 1, 2003 was
$77.5 million, or $2.90 per share. On March 24, 2003 we sold 7 million shares of
ASI common stock. Beginning on this date we ceased accounting for our investment
in ASI under the equity method of accounting and commenced accounting for our
investment as an available for sale marketable security. Including this
transaction, we have completed the following transactions to continue the
liquidation of our investment in ASI during 2003 and 2004:

-     On March 24, 2003, we consummated a series of transactions proposed by a
      financial institution. We irrevocably sold a block of 7 million shares of
      ASI common stock to the financial institution for approximately $19.5
      million, or $2.81 per share. We also entered into a nondeliverable call
      option with the financial institution for $6.8 million, the fair value of
      the option at that date plus the transaction costs. In May 2003, we
      exercised the nondeliverable call option realizing $5.6 million of cash
      proceeds. Accordingly, during 2003 we recorded a loss of $1.2 million
      related to this nondeliverable call option.

-     On September 17, 2003, we sold an additional 5 million shares of ASI
      common stock to the same financial institution for approximately $18.5
      million, or $3.69 per share, and recorded an associated gain of $4.7
      million. We also entered into a nondeliverable call option with the
      financial institution for $6.5 million, the fair value of the option at
      that date plus the transaction costs. In December 2003, we exercised the
      nondeliverable call option realizing $2.0 million of cash proceeds.
      Accordingly, during 2003 we recorded a loss of $4.5 million related to
      this nondeliverable call option. As a result of these transactions, we
      owned 14.7 million shares of ASI, or 12% of ASI's voting stock, at March
      31, 2004. The carrying value of our remaining investment in ASI at March
      31, 2004, including an unrealized gain of $4.7, was $55.1 million, or
      $3.74 per share.

-     In April 2004, we sold 10.1 million shares of ASI common stock for
      approximately $49.7 million, or $4.91 per share, based on the spot
      exchange rate as of the transaction dates, reducing our ownership to
      approximately 4%. The pre-tax gain related to this transaction is $21.6
      million and will be recorded as other expense (income) during the second
      quarter of 2004.

5. INVENTORIES

      Inventories, net of reserves for excess and obsolete inventory of $17.0
million and $18.7 million at March 31, 2004 and December 31, 2003, respectively,
consist of raw materials and purchased components that are used in the
semiconductor packaging process.

                                       8
<PAGE>

<TABLE>
<CAPTION>
                                                                                   MARCH 31,   DECEMBER 31,
                                                                                     2004          2003
                                                                                   ---------   ------------
                                                                                        (IN THOUSANDS)
<S>                                                                                <C>         <C>
Raw materials and purchased components..........................................   $  92,361   $     77,775
Work-in-process.................................................................      20,045         14,664
                                                                                   ---------   ------------
                                                                                   $ 112,406   $     92,439
                                                                                   =========   ============
</TABLE>

6. PROPERTY, PLANT AND EQUIPMENT

      Property, plant and equipment consist of the following:

<TABLE>
<CAPTION>
                                                                                      MARCH 31,      DECEMBER 31,
                                                                                        2004              2003
                                                                                  ---------------   --------------
                                                                                           (IN THOUSANDS)
<S>                                                                               <C>               <C>
Land  ..........................................................................  $       109,248   $      103,610
Buildings and improvements......................................................          578,241          556,106
Machinery and equipment.........................................................        1,757,455        1,640,471
Furniture, fixtures and other equipment.........................................          165,312          155,719
Construction in progress........................................................            4,150            2,355
                                                                                  ---------------   --------------
                                                                                        2,614,406        2,458,261
Less -- Accumulated depreciation and amortization...............................       (1,482,903)      (1,450,613)
                                                                                  ---------------   --------------
                                                                                  $     1,131,503   $    1,007,648
                                                                                  ===============   ==============
</TABLE>

7.    ACQUIRED INTANGIBLES

      Acquired intangibles consist of the following:

<TABLE>
<CAPTION>
                                                                                      MARCH 31,      DECEMBER 31,
                                                                                        2004             2003
                                                                                   --------------   --------------
                                                                                           (IN THOUSANDS)
<S>                                                                                <C>              <C>
Patents and technology rights...................................................   $       66,323   $       62,899
Less -- Accumulated amortization................................................          (26,446)         (25,169)
                                                                                   --------------   --------------
                                                                                   $       39,877   $       37,730
                                                                                   ==============   ==============
</TABLE>

      Amortization expense was $1.3 million and $2.0 million for the three
months ended March 31, 2004 and 2003, respectively. The estimated annual
amortization expense for 2004, 2005, 2006, 2007 and 2008 is $8.3 million, $7.1
million, $6.9 million, $6.9 million and $6.4 million, respectively. The weighted
average amortization period for the patents and technology rights is 8 years.

8.    INVESTMENTS

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

<TABLE>
<CAPTION>
                                                                                        MARCH 31,          DECEMBER 31,
                                                                                          2004                2003
                                                                                   ------------------   ------------------
                                                                                               (IN THOUSANDS)
<S>                                                                                <C>                  <C>
Marketable securities classified as available for sale:
    ASI (ownership of 12% at March 31, 2004
      and December 31, 2003) (see Note 4).......................................   $           55,059   $           50,397
   Other marketable securities classified as available for sale.................                  694                  677
                                                                                   ------------------   ------------------
      Total marketable securities...............................................               55,753               51,074
Equity investments..............................................................                  107                  107
                                                                                   ------------------   ------------------
                                                                                   $           55,860   $           51,181
                                                                                   ==================   ==================
</TABLE>

9.    ACCRUED EXPENSES

      Accrued expenses consist of the following:

                                       9
<PAGE>

<TABLE>
<CAPTION>
                                                                                      MARCH 31,     DECEMBER 31,
                                                                                        2004            2003
                                                                                   --------------   ------------
                                                                                           (IN THOUSANDS)
<S>                                                                                <C>              <C>
Accrued income taxes............................................................   $       30,563   $     39,779
Accrued interest................................................................           32,253         34,681
Accrued payroll.................................................................           24,871         27,238
Other accrued expenses..........................................................           79,123         68,447
                                                                                   --------------   ------------
                                                                                   $      166,810   $    170,145
                                                                                   ==============   ============
</TABLE>

10.   RESTRUCTURING RESERVES

      During 2002, we recorded $28.6 million of charges related to the
consolidation of our worldwide facilities to increase operational efficiency and
reduce costs. The charges were comprised of $20.8 million to write-off leasehold
improvements and other long-lived assets and $7.8 million for lease termination
and other exit costs.

      Of the total $28.6 million restructuring charges recorded in 2002, $1.9
million and $2.2 million remained outstanding as of March 31, 2004 and December
31, 2003, respectively, and is reflected in accrued expenses and other
noncurrent liabilities. The outstanding liability is principally future lease
payments of which $0.7 million is expected be paid during the remainder of 2004.
The remaining lease payments are expected to be paid through 2007 unless the
leases can be terminated earlier. During the three months ended 2004, the
restructuring reserve was reduced by $0.3 million for cash expenditures.

11.   DEBT

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

<TABLE>
<CAPTION>
                                                                                        MARCH 31,   DECEMBER 31,
                                                                                          2004          2003
                                                                                      ------------  ------------
                                                                                            (IN THOUSANDS)
<S>                                                                                   <C>           <C>
Senior secured credit facilities:
     Term loan, LIBOR plus 4% due January 2006......................................  $         --  $    168,725
     $30.0 million revolving line of credit, LIBOR plus 4.25% due October 2005......            --            --
9.25% Senior notes due February 2008................................................       470,500       470,500
7.75% Senior notes due May 2013.....................................................       425,000       425,000
7.125% Senior notes due March 2011, net of unamortized discount of $1.7 million.....       248,315            --
10.5% Senior subordinated notes due May 2009........................................       200,000       200,000
5.75% Convertible subordinated notes due June 2006,
   convertible at $35.00 per share..................................................       233,000       233,000
5% Convertible subordinated notes due March 2007,
   convertible at $57.34 per share..................................................       146,422       146,422
Other debt..........................................................................        33,658        35,725
                                                                                      ------------  ------------
                                                                                         1,756,895     1,679,372
Less -- Short-term borrowings and current portion of long-term debt                        (22,488)      (28,665)
                                                                                      ------------  ------------
                                                                                      $  1,734,407  $  1,650,707
                                                                                      ============  ============
</TABLE>

      In March 2004, we sold $250.0 million of 7.125% senior notes due March
2011. The notes were priced at 99.321% of the $250.0 million face value,
yielding an effective interest rate of 7.25%. We sold these notes to qualified
institutional investors, used the net proceeds of the issuance to satisfy in
full our outstanding term loan due 2006 of $168.7 million and used the remainder
of the proceeds for general corporate purposes, including working capital and
capital expenditures. The notes have a coupon rate of 7.125 % annually and
interest payments are due semi-annually. In connection with the satisfaction of
the term loan, we recorded charges during the first quarter of 2004 of $1.7
million for the associated premiums paid and $1.0 million for the associated
unamortized deferred debt issuance costs. In connection with the offering of
these notes, we entered into a registration rights agreement with the
purchasers. The registration rights agreement will entitle the purchasers,
within 210 days from the original issuance, to exchange their notes for
registered notes with substantially identical terms as the original notes.

      Other debt as of March 31, 2004 and December 31, 2003 includes our foreign
debt principally related to our operations in Japan and Taiwan. Our foreign debt
includes fixed and variable debt maturing between 2004 and 2010, with the
substantial

                                       10
<PAGE>

majority maturing in 2004. As of March 31, 2004, the foreign debt has interest
rates ranging from 1.0% to 4.35%. These debt instruments do not include
significant financial covenants.

      Interest expense related to short-term borrowings and long term debt is
presented net of interest income of $0.7 million and $1.8 million for the three
months ended March 31, 2004 and 2003, respectively, in the accompanying
consolidated statements of income.

12.   PENSION AND SEVERANCE PLANS

      Our Philippine and Taiwan subsidiaries sponsor defined benefit plans that
cover substantially all of their respective employees who are not covered by
statutory plans. Charges to expense are based upon costs computed by independent
actuaries. The components of net periodic pension cost for the Philippine
defined benefit plan are as follows:

<TABLE>
<CAPTION>
                                                                                   FOR THE THREE MONTHS ENDED
                                                                                            MARCH 31,
                                                                                   --------------------------
                                                                                       2004           2003
                                                                                   ------------   -----------
                                                                                         (IN THOUSANDS)
<S>                                                                                <C>            <C>
Service cost of current period..................................................   $        552   $       602
Interest cost on projected benefit obligation...................................            391           362
Expected return on plan assets..................................................            (15)          (60)
Amortization of transition obligation...........................................             15            15
Gain............................................................................           (206)         (118)
                                                                                   ------------   -----------
             Total pension expense..............................................   $        737   $       801
                                                                                   ============   ===========
</TABLE>

      For the three months ended March 31, 2004, nothing was contributed to fund
the Philippine pension plan. We presently anticipate contributing $3.2 million
in 2004 to fund the Philippine pension plan.

      The components of net periodic pension cost for the Taiwan defined benefit
plan are as follows:

<TABLE>
<CAPTION>
                                                                                  FOR THE THREE MONTHS ENDED
                                                                                           MARCH 31,
                                                                                  --------------------------
                                                                                      2004           2003
                                                                                  ------------   -----------
                                                                                        (IN THOUSANDS)
<S>                                                                               <C>            <C>
Service cost of current period..................................................  $        873   $       710
Interest cost on projected benefit obligation...................................            82            78
Expected return on plan assets..................................................           (82)          (81)
Amortization of transition obligation...........................................             2             2
Loss............................................................................             7            20
                                                                                  ------------   -----------
             Total pension expense..............................................  $        882   $       729
                                                                                  ============   ===========
</TABLE>

      For the three months ended March 31, 2004, $0.1 million was contributed to
fund the Taiwan pension plan. We presently anticipate contributing an additional
$0.8 million, for an estimated total of $0.9 million in 2004, to fund the Taiwan
pension plan.

      Our Korean subsidiary participates in an accrued severance plan that
covers employees and directors with one year or more of service. Eligible plan
participants are entitled to receive a lump-sum payment upon termination of
their employment, based on their length of service and rate of pay at the time
of termination. Accrued severance benefits are estimated assuming all eligible
employees were to terminate their employment at the balance sheet date. The
contributions to the national pension fund made under the National Pension Plan
of the Republic of Korea are deducted from accrued severance benefit
liabilities. For the three months ended March 31, 2004 and 2003, the provision
(benefit) recorded for severance benefits was $4.3 and ($1.5), respectively. The
balance recorded in long-term liabilities for accrued severance was $69.6 and
$65.3 at March 31, 2004 and December 31, 2003, respectively.

13.   EARNINGS PER SHARE

                                       11
<PAGE>

      Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings Per
Share," requires dual presentation of basic and diluted earnings per share on
the face of the income statement. Basic EPS is computed using only the weighted
average number of common shares outstanding for the period, while diluted EPS is
computed assuming conversion of all dilutive securities, such as options,
convertible debt and warrants. For the three months ended March 31, 2004, we
included approximately 5.6 million shares of common stock equivalents for
outstanding stock options in the computation of diluted earnings per share. For
the three months ended March 31, 2004, potentially dilutive securities related
to our convertible notes and warrants of 9.2 million and 3.9 million,
respectively, were antidilutive and therefore excluded from the diluted earnings
per share calculation. The warrants expire during May 2004. For the three months
ended March 31, 2003, we excluded from the computation of diluted earnings per
share potentially dilutive securities which would have an antidilutive effect on
EPS due. As of March 31, 2003, the total number of potentially dilutive
securities outstanding was 6.1 million, 11.7 million and 3.9 million for
outstanding options, convertible notes and warrants for common stock,
respectively.

14.   COMMITMENTS AND CONTINGENCIES

      In April 2002, we acquired the semiconductor packaging business of Citizen
Watch Co., Ltd ("Citizen"). In connection with this acquisition, we were
required to make certain additional payments one year from the closing. Pending
the resolution of a controversy relating to patents acquired from Citizen, we
are withholding payment of 1.4 billion yen ($13.3 million based on the spot
exchange rate at March 31, 2004).

INDEMNIFICATIONS AND GUARANTEES

      We have indemnified members of our board of directors and our corporate
officers against any threatened, pending or completed action or proceeding,
whether civil, criminal, administrative or investigative by reason of the fact
that the Indemnitee is or was a director or officer of the company. The
indemnities are indemnified, to the fullest extent permitted by law, against
related expenses, judgments, fines and any amounts paid in settlement. We also
maintain Directors and Officers insurance coverage in order to mitigate our
exposure to these indemnification obligations. The maximum amount of future
payments is generally unlimited. Due to the nature of this indemnification, it
is not possible to make a reasonable estimate of the maximum potential loss or
range of loss. No assets are held as collateral and no specific recourse
provisions exist related to this indemnification.

      Associated with our sale of ASI common stock to Dongbu Group ("Dongbu")
during 2002, we and Dongbu agreed to use our best efforts to provide releases
and indemnifications to the chairman, directors and officers of ASI, either past
or incumbent, from any and all liabilities arising out of the performance of
their duties at ASI between January 1, 1995 and December 31, 2001. The last
provision would provide a release and indemnification for James Kim, our CEO and
Chairman, and members of his family. We are not aware of any claims or other
liabilities which these individuals would be released from or for which they
would receive indemnification. The maximum amount of future payments is
generally unlimited. Due to the nature of this indemnification, it is not
possible to make a reasonable estimate of the maximum potential loss or range of
loss. No assets are held as collateral and no specific recourse provisions exist
related to this indemnification.

      As of March 31, 2004, we have outstanding $1.6 million of standby letters
of credit. Such standby letters of credit are used in our ordinary course of
business and are collateralized by our cash balances.

      We generally provide a standard ninety-day warranty on our services. Our
warranty activity has historically been immaterial and is expected to continue
to be immaterial in the foreseeable future.

LITIGATION

      We are currently a party to various legal proceedings, including those
noted below. While we currently believe that the ultimate outcome of these
proceedings, individually and in the aggregate, will not have a material adverse
effect on our financial position or overall trends in results of operations,
litigation is subject to inherent uncertainties. If an unfavorable ruling were
to occur, there exists the possibility of a material adverse impact on our net
income in the period in which the ruling occurs. The estimate of the potential
impact from the following legal proceedings on our financial position or overall
results of operations could change in the future.

      EPOXY MOLD COMPOUND LITIGATION

      We have become party to an increased number of litigation matters relative
to our historic levels. Much of our recent

                                       12
<PAGE>

increase in litigation relates to an allegedly defective epoxy mold compound,
formerly used in some of our products, which is alleged to be responsible for
certain semiconductor chip failures. In the case of each of these matters, we
believe we have meritorious defenses, as well as valid third-party claims
against Sumitomo Bakelite Co., Ltd. ("Sumitomo Bakelite"), the manufacturer of
the challenged epoxy product, should the epoxy mold compound be found to be
defective. We cannot be certain, however, that we will be able to recover any
amount from Sumitomo Bakelite if we are held liable in these matters, or that
any adverse result would not have a material impact upon us. Moreover, other
customers of ours have made inquiries about the epoxy mold compound, which was
widely used in the semiconductor industry, and no assurance can be given that
claims similar to those already asserted will not be made against us by other
customers in the future.

      Fujitsu Limited v. Cirrus Logic, Inc., et al.

      On April 16, 2002, we were served with a third-party complaint in an
action entitled Fujitsu Limited v. Cirrus Logic, Inc., No. 02-CV-01627 JW,
pending in the United States District Court for the Northern District of
California, San Jose Division. In this action, Fujitsu Limited ("Fujitsu")
alleges that semiconductor devices it purchased from Cirrus Logic, Inc. ("Cirrus
Logic") are defective in that a certain epoxy mold compound used in the
manufacture of the chip causes a short circuit which renders Fujitsu disk drive
products inoperable. Cirrus Logic, in response, denied the allegations of the
complaint, counterclaimed against Fujitsu for unpaid invoices, and filed its
third-party complaint against us alleging that any liability for chip defects
should be assigned to us because we assembled the subject semiconductor devices.
Upon receipt of Cirrus Logic's third-party complaint, we filed an answer denying
all liability, and our own third-party complaint against Sumitomo Bakelite.
Sumitomo Bakelite filed an answer denying liability. In June 2003, Fujitsu
amended its complaint and added direct claims against us. In response, we filed
an answer denying all liability to Fujitsu. The parties engaged in discovery
activities. Fujitsu has indicated that it may seek damages in excess of $100
million. In November 2003, Fujitsu filed an action against Cirrus Logic,
Sumitomo Bakelite and us entitled Fujitsu Limited v. Cirrus Logic, Inc., et al.,
Case No. 1-03-CV-009885, in the California Superior Court for the County of
Santa Clara, based on facts and allegations substantially similar to those
asserted in the Northern District Court of California. In December 2003, Cirrus
Logic filed a cross-complaint against Sumitomo Bakelite and us in the Superior
Court case, also based on facts and allegations substantially similar to those
asserted in the Northern District Court case. By stipulation among the parties,
the Court has granted a stay of the action pending in the Northern District
Court of California in favor of the action pending in the Santa Clara Superior
Court, where discovery is ongoing and a trial is scheduled to begin on January
31, 2005. On March 29, 2004, we filed a motion to dismiss Fujitsu's amended
complaint in the Superior Court. On April 2, 2004, we also filed a motion to
dismiss Cirrus Logic's cross-complaint. The hearing on our motions to dismiss is
scheduled to take place on May 4, 2004. If necessary, we intend to deny all
liability, to file cross-claims against Sumitomo Bakelite, and to seek judgment
in our favor in due course.

      Seagate Technology LLC v. Atmel Corporation, et al.

      In March 2003, we were served with a cross-complaint in an action between
Seagate Technology LLC and Seagate Technology International ("Seagate") and
Atmel Corporation and Atmel Sarl ("Atmel") in the Superior Court of California,
Santa Clara County, Case No. 1-02-CV809883. Atmel's cross-complaint seeks
indemnification from us for any damages incurred from the claims by Seagate
involving the allegedly defective epoxy mold compound manufactured by Sumitomo
Bakelite. We answered Atmel's cross-complaint, denying all liability, and filed
a cross-complaint against Sumitomo Bakelite. Atmel later amended its
cross-complaint, including adding ChipPAC Inc. ("ChipPAC") as a cross-defendant.
ChipPAC filed a cross-complaint against Sumitomo Bakelite and us. On January 27,
2004, the Superior Court sustained Sumitomo Bakelite's motion to dismiss Atmel's
amended cross-complaint, granting Atmel 30 days to file an amended pleading.
Atmel filed its Second Amended Cross-Complaint on or about March 12, 2004. On
April 13, 2004, we filed an answer denying all liability to Atmel. We filed a
motion to dismiss ChipPAC's cross-complaint on February 13, 2004; ChipPAC has
indicated its intent to file an amended cross-complaint by April 27, 2004. If
appropriate, we may seek to dismiss ChipPAC's amended pleading, and otherwise
intend to deny all liability to ChipPAC. All parties are currently conducting
discovery and no trial date has been set.

      Maxtor Corporation v. Koninklijke Philips Electronics N.V., et al.

      In April 2003, we were served with a cross-complaint in an action between
Maxtor Corporation ("Maxtor") and Koninklijke Philips Electronics ("Philips"),
in the Superior Court of California, Santa Clara County, Case No.
1-02-CV-808650. Philips' cross-complaint sought indemnification from us for any
damages incurred from the claims by Maxtor involving the allegedly defective
epoxy mold compound manufactured by Sumitomo Bakelite. Philips subsequently
filed a cross-complaint directly against Sumitomo Bakelite, alleging, among
other things, that Sumitomo Bakelite breached its contractual obligations to
both us and Philips by supplying a defective mold compound resulting in the
failure of certain Philips semiconductor devices. We

                                       13
<PAGE>

denied all liability in this matter and also asserted a cross-complaint against
Sumitomo Bakelite. Sumitomo Bakelite has denied any liability. The parties
completed fact discovery and most expert discovery. Maxtor and Philips reached a
settlement of Maxtor's claims against Philips on or about April 28, 2004.
Philips and Amkor reached resolution on Philips' claims against us on April 29,
2004, pursuant to which we agreed to pay Philips $1.5 million within 15 days
plus a contingent amount ranging between $0.0 and $2.0 million based on the
resolution of Philips' claims against Sumitomo Bakelite. For the three months
ended March 31, 2004, we recorded a charge of $1.5 million in Resolution of
Legal Dispute in our consolidated statement of income associated with this
resolution. The trial of Philips' claims against Sumitomo Bakelite is scheduled
to start on August 2, 2004.

      Maxim Integrated Products, Inc. v. Amkor Technology, Inc., et al.

      In August 2003, we were served with a complaint filed by Maxim Integrated
Products, Inc. ("Maxim") against us, Sumitomo Bakelite and Sumitomo Plastics
America, Inc. ("Sumitomo Plastics") in the Superior Court of California, Santa
Clara County, Case No. 1-03-CV-001310. The complaint seeks damages related to
our use of Sumitomo Bakelite's epoxy mold compound in assembling Maxim's
semiconductor packages. Both the Sumitomo defendants and we filed motions to
dismiss Maxim's complaint in September 2003. In lieu of contesting those motions
to dismiss, Maxim filed an amended pleading on or about April 26, 2004. We
intend to file a motion to dismiss Maxim's amended complaint, to deny all
liability to Maxim and to file cross-claims against Sumitomo Bakelite. Discovery
has not commenced and there is no trial date set.

      Fairchild Semiconductor Corporation v. Sumitomo Bakelite Singapore Pte.
      Ltd., et al.

      In September 2003, we were served with an amended complaint filed by
Fairchild Semiconductor Corporation ("Fairchild") against us, Sumitomo Bakelite,
Sumitomo Plastics and Sumitomo Bakelite Singapore Pte. Ltd. in the Superior
Court of California, Santa Clara County, Case No. 1-02-CV-810034. The amended
complaint seeks damages related to our use of Sumitomo Bakelite's epoxy mold
compound in assembling Fairchild's semiconductor packages. Both the Sumitomo
defendants and we filed motions to dismiss Fairchild's amended complaint in
October 2003. Fairchild filed a second amended complaint in January 2004. On
February 11, 2004, we filed a motion to dismiss Fairchild's second amended
complaint. The Superior Court granted our motion to dismiss on March 16, 2004,
giving Fairchild thirty days to file a further amended pleading. Fairchild filed
a third amended complaint on or about April 15, 2004. We intend to file a motion
to dismiss Fairchild's third amended pleading. We otherwise intend to deny all
liability and to file cross-claims against Sumitomo Bakelite. Discovery is
ongoing and no trial date has been scheduled.

      OTHER LITIGATION

      Amkor Technology, Inc. v. Motorola, Inc.

      On August 16, 2002, we filed a complaint against Motorola, Inc. in an
action captioned Amkor Technology, Inc. v. Motorola, Inc., C.A. No. 02C-08-160
CHT, pending in the Superior Court of the State of Delaware in and for New
Castle County. In this action, we were seeking declaratory judgment relating to
a controversy between us and Motorola concerning: (i) the assignment by Citizen
Watch Co., Ltd. ("Citizen") to us of a Patent License Agreement dated January
25, 1996 between Motorola and Citizen (the "License Agreement") and concurrent
assignment by Citizen to us of Citizen's interest in U.S. Patents 5,241,133 and
5,216,278 (the "'133 and '278 patents"); and (ii) our obligation to make certain
payments pursuant to an immunity agreement (the "Immunity Agreement") dated June
30, 1993 between us and Motorola.

      We and Motorola resolved the controversy with respect to all issues
relating to the Immunity Agreement, and all claims and counterclaims filed by
the parties in the case relating to the Immunity Agreement were dismissed or
otherwise disposed of without further litigation. The claims relating to the
License Agreement and the '133 and '278 Patents remained pending.

      We and Motorola both filed motions for summary judgment on the remaining
claims, and oral arguments were heard on September 3, 2003. On October 6, 2003,
the Superior Court of Delaware ruled in favor of us and issued an Opinion and
Order granting our motion for summary judgment and denying Motorola's motion for
summary judgment. On October 22, 2003, Motorola filed an appeal in Supreme Court
of Delaware. The appeal was argued on March 9, 2004, and we are awaiting the
Court's decision. We believe we will prevail on the same merits in
such appeal. In addition, should Motorola prevail at the appellate level, we
believe we have recourse against Citizen. However, no assurance can be given
that an adverse outcome in the case cannot occur, or that any adverse outcome
would not have a material impact.

                                       14
<PAGE>

      Alcatel Business Systems vs. Amkor Technology, Inc., Anam Semiconductor,
      Inc.

      On November 5, 1999, we agreed to sell certain semiconductor parts to
Alcatel Microelectronics, N.V. ("AME"), a subsidiary of Alcatel S.A. The parts
were manufactured for us by Anam Semiconductor, Inc. ("ASI"). AME transferred
the parts to another Alcatel subsidiary, Alcatel Business Systems ("ABS"), which
incorporated the parts into cellular phone products. In early 2001, a dispute
arose as to whether the parts sold by us were defective. On March 18, 2002, ABS
and its insurer filed suit against us and ASI in the Paris Commercial Court of
France, claiming damages of 50 million Euros (approximately $60.9 million based
on the spot exchange rate at March 31, 2004). We have denied all liability and
intend to vigorously defend ourselves. Additionally, we have entered into a
written agreement with ASI whereby ASI has agreed to indemnify us fully against
any and all loss related to the claims of AME, ABS and ABS' insurer. The Paris
Commercial Court commenced a special proceeding before a technical expert to
report on the facts of the dispute. The report of the court-appointed expert was
put forth on December 31, 2003. The report does not specifically allocate
liability to any particular party. A hearing was held on April 28, 2004, and
a ruling is expected within 30 days of this date.

      In response to the lawsuit, on May 22, 2002, we filed a petition to compel
arbitration in the United States District Court for the Eastern District of
Pennsylvania (the "Court") against ABS, AME and ABS' insurer, claiming that the
dispute is subject to the arbitration clause of the November 5, 1999 agreement
between us and AME. ABS and ABS' insurer have refused to arbitrate. In August
2003, the Court denied the motion of ABS and its insurer to dismiss our petition
for arbitration. The Court also subsequently denied a motion for reconsideration
filed by ABS. The Court has not yet set a date for final disposition of our
petition.

      Amkor Technology, Inc. v. Carsem (M) Sdn Bhd, Carsem Semiconductor Sdn
      Bhd, and Carsem Inc.

      In November 2003, we filed complaints against Carsem (M) Sdn Bhd, Carsem
Semiconductor Sdn Bhd, and Carsem Inc. (collectively "Carsem") with the
International Trade Commission ("ITC") in Washington, D.C. and subsequently in
the Northern District of California. The complaints allege infringement of our
United States Patent Nos. 6,433,277, 6,455,356, and 6,630,728 (collectively the
"Amkor Patents"). We allege that by making, using, selling, offering for sale,
or importing into the U.S. the Carsem Dual and Quad Flat No-Lead Package, Carsem
has infringed on one or more of our MicroLeadFrame(R) packaging technology
claims in the Amkor Patents. The District Court action has been stayed pending
resolution of the ITC case. The ITC action is scheduled for trial in July 2004.

                                       15
<PAGE>

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

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

      The following discussion contains forward-looking statements within the
meaning of the federal securities laws, including but not limited to statements
regarding: (1) the condition 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 the
following discussion as well as in "Risk Factors that May Affect Future
Operating Performance." The following discussion provides information and
analysis of our results of operations for the three months ended March 31, 2004
and our liquidity and capital resources. You should read the following
discussion in conjunction with our consolidated financial statements and the
related notes, included elsewhere in this quarterly report as well as other
reports we file with the Securities and Exchange Commission.

COMPANY OVERVIEW

      Amkor is one of the world's largest subcontractor of semiconductor
packaging and test services. 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 electronic systems used in communications, computing,
consumer, industrial, automotive and military applications. Our customers
include, among others, Agilent Technologies, Atmel Corporation, Conexant
Systems, Inc., Infineon Technologies AG, Intel Corporation, Philips Electronics
N.V., Samsung Electronics Corporation LTD, ST Microelectronics PTE, Texas
Instruments Inc. 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, some of
whom can use us as a source of overflow capacity.

      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 ASI. We reflect our wafer fabrication services segment as a
discontinued operation and have restated our historical results.

                                       16
<PAGE>

OUR EXPECTATIONS REGARDING FUTURE BUSINESS CONDITIONS

      Our business is tied to market conditions in the semiconductor industry,
which is highly cyclical. Based on industry estimates, from 1981 through 2003,
there were 12 years when semiconductor industry growth, measured by revenue
dollars, was 10% or less and 11 years when growth was 16% or greater. Since
1981, the semiconductor industry declined in 1985, 1996, 1998 and 2001. The
semiconductor industry declined an unprecedented 32% in 2001, experienced a 1%
growth in 2002 as compared to 2001, and experienced 17% growth in 2003 as
compared to 2002. The historical trends in the semiconductor industry are not
necessarily indicative of the results of any future period. Semiconductor
industry analysts are forecasting further growth in the semiconductor industry
for 2004. 2004 is projected to increase by more than 20% over 2003. The strength
of the semiconductor industry is dependent primarily upon the strength of the
computer and communications systems markets as well as the strength of the
worldwide economy.

      In addition to the historical trend in the semiconductor industry as a
whole, the trend towards increased outsourcing of packaging and test services in
the semiconductor industry has been a primary factor for our historical growth
in revenues. We expect this trend to continue into the foreseeable future as we
believe technological advances are driving our customers to outsource more of
their packaging requirements.

      We currently expect packaging and test revenue for the second quarter of
2004 to be around 5% to 8% higher than packaging and test revenues for the first
quarter of 2004. We expect that second quarter of 2004 gross margin will be
around 24%. Our profitability is dependent upon the utilization of our capacity,
semiconductor package mix and the average selling price of our services. Because
a substantial portion of our costs at our factories is fixed, relatively
insignificant increases or decreases in capacity utilization rates can have a
significant effect on our profitability. Prices for packaging and test services
have declined over time. Historically, we have been able to partially offset the
effect of price declines by successfully developing and marketing new packages
with higher prices, such as advanced leadframe and laminate packages, by
negotiating lower prices with our material vendors, and by driving engineering
and technological changes in our packaging and test processes which resulted in
reduced manufacturing costs. We expect that average selling prices for our
packaging and test services will continue to decline in the future. If our
semiconductor package mix does not shift to new technologies with higher prices
or we cannot reduce the cost of our packaging and test services to offset a
decline in average selling prices, our future operating results will suffer.
Supply shortages for critical components may occur in the future and in such an
event, component prices could increase, and gross margin could be negatively
impacted. In addition, the average price of gold has been increasing over the
past few years. Although we have been able to partially offset the effect of
gold price increases through price adjustments to customers and changes in our
product designs, gold prices may continue to increase. To the extent that we are
unable to offset these increases in the future, our gross margins could be
negatively impacted.

RESULTS OF CONTINUING OPERATIONS

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

<TABLE>
<CAPTION>
                                                                                   FOR THE THREE MONTHS ENDED
                                                                                            MARCH 31,
                                                                                   --------------------------
                                                                                       2004          2003
                                                                                   -----------   ------------
                                                                                           (UNAUDITED)
<S>                                                                                <C>           <C>
Net revenues....................................................................         100.0%         100.0%
Gross profit ...................................................................          24.1           13.6
Operating income (loss).........................................................          10.3           (1.3)
Income (loss) before income taxes, equity in loss
   of investees, minority interest and discontinued operations..................           2.7          (11.9)
Income (loss) from continuing operations........................................           2.3          (11.7)
</TABLE>

Three Months Ended March 31, 2004 Compared to Three Months Ended March 31, 2003

      Net Revenues. Packaging and test net revenues increased 35.4% to $464.6
million in the three months ended March 31, 2004 from $343.1 million in the
three months ended March 31, 2003. This increase in net revenues was principally
attributed to an overall unit volume increase of 56.6%. This increase in volume
was driven by a 53.2% increase for advanced packages and a 61.0% increase in our
traditional packages. Partially offsetting the volume increases, average selling
prices for the three months ended March 31, 2004 declined approximately 11% as
compared to average selling prices in the three months ended

                                       17
<PAGE>

March 31, 2003. This decrease in overall average selling prices was driven by a
10% decrease in average selling prices for advances packages and a 12% decrease
in average selling prices for traditional packages.

      Gross Profit. Gross profit increased $65.2 million, to a gross profit of
$111.8 million in the three months ended March 31, 2003 from $46.6 million in
the three months ended March 31, 2003. Our cost of revenues consists principally
of costs of materials, labor and depreciation.

      Gross margin increased to 24.1% in the three months ended March 31, 2004
from 13.6% in the three months ended March 31, 2003. The improvement of 10.5% is
principally a result of the following:

-     Increased unit volumes contributed approximately 21 percentage points to
      the increase in gross margin.

-     Material cost savings contributed approximately 3 percentage points to the
      increase in gross margin.

The positive impacts on gross margin were partially offset by the following:

-     Average selling price erosion across our product lines decreased gross
      margin by approximately 10 percentage points.

-     Product mix decreased gross margin by approximately 3 percentage points.

      Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased $10.8 million, or 26.0%, to $52.2 million, or
11.2% of net revenues, in the three months ended March 31, 2004 from $41.4
million, or 12.1% of net revenues, in the three months ended March 31, 2003.
During 2004, we experienced a significant increase in our litigation costs as a
result of the mold compound litigation matter. Legal fees associated with this
mold compound litigation matter were $4.9 million during the three months ended
March 31, 2004, as opposed to $0.3 million in the comparable prior year period.
In addition, approximately $6.0 million of our increase in selling, general and
administrative expenses is the result of increased headcount, compensation costs
and general business activity to support our overall business growth; although
selling, general and administrative expenses have decreased as a percentage of
revenue over the prior year comparable period.

      Research and Development. Research and development expenses increased $1.4
million to $9.0 million, or 1.9% of net revenues, in the three months ended
March 31, 2004 from $7.6 million, or 2.2% of net revenues, in the three months
ended March 31, 2003. Our increase in our research and development expenses were
primarily related to the establishment of a research and development center,
during the three months ended March 31, 2004, located within our Amkor Iwate
factory in Japan and increased activities related to our leading edge
technologies. Our research and development efforts support our customers' needs
for smaller packages and increased functionality. We continue to invest our
research and development resources to further the development of flip chip
interconnection solutions, chip scale packages that are nearly the size of the
semiconductor die, MEMS devices used in a variety of end markets including
automotive, industrial and personal entertainment, our stacked chip packages
that stack as many as three semiconductor dies in a single package, and
System-in-Package technology, that uses both advanced packaging and traditional
surface mount techniques to enable the combination of technologies in a single
chip.

      Resolution of Legal Dispute. On April 29, 2004, we reached legal
resolution with a customer regarding their claims against us related to our mold
compound matter. Accordingly, for the three months ended March 31, 2004, we
recorded a charge of $1.5 million associated with this settlement (see Item I -
Legal Proceedings for further discussion).

      Other Expenses. Other expenses, net, decreased $1.0 million, to $35.2
million, or 7.6% of net revenues, in the three months ended March 31, 2004 from
$36.2 million, or 10.5% of net revenues, in the three months ended March 31,
2003. The net decrease in other expenses was primarily the result of a decrease
in interest expense of $2.6 related to our debt refinancing and debt repurchase
activity during 2003 and 2004, partially offset by an unfavorable change related
to foreign currency of $1.0 million. For the three months ended March 31, 2004,
other expenses included $2.7 million of debt retirement costs. For the three
months ended March 31, 2003, other expenses included a $2.2 million unrealized
loss related to our then existing ASI call options.

      Equity in Loss of Investees. For the three months ended March 31, 2004, we
had no share of gains or losses related to our equity affiliates. For the prior
year comparable period, our earnings included our share of losses in our equity
affiliates of $3.6 million, which principally related to our equity investment
in ASI through March 24, 2003. On March 24, 2003, we divested 7

                                       18
<PAGE>

million shares of ASI, bringing our total voting share holdings to 16% of ASI,
and on this date we ceased the equity method of accounting for our ASI
investment.

      Income Taxes. For the three months ended March 31, 2004, we recorded
income tax expense of $1.4 million related to continuing operations, reflecting
an effective tax rate of 11.6%, as compared to an income tax benefit of $4.2
million for the three months ended March 31, 2003, reflecting an effective tax
rate of 9.5%. During the three months ended March 31, 2004, we (1) generated
income in certain tax holiday jurisdictions and (2) utilized a portion of our
loss carryforwards which previously carried valuation allowances in other tax
jurisdictions. From an effective tax rate perspective, both of these items
offset our taxes in other higher tax jurisdictions where we are also profitable,
thereby lowering our overall effective tax rate. During 2002 and 2003 we
recorded valuation allowances against the majority of our deferred tax assets in
certain tax jurisdictions. We will resume the recognition of deferred tax assets
when we return to sustained profitability in certain tax jurisdictions. As of
March 31, 2004, we had U.S. net operating losses totaling $417.9 million
expiring between 2021 and 2024. Additionally, as of March 31, 2004, we had $44.5
million of non-U.S. net operating losses available for carryforward, expiring
between 2004 and 2012.

RESULTS OF DISCONTINUED OPERATIONS

      On February 28, 2003, we sold our wafer fabrication services business to
ASI for $62 million. Additionally, we obtained a release from Texas Instruments
regarding our contractual obligations with respect to wafer fabrication services
to be performed subsequent to the transfer of the business to ASI. We reflect
our wafer fabrication services segment as a discontinued operation and restated
our historical results. In connection with the disposition of our wafer
fabrication business, we have reflected $1.0 million in severance and other exit
costs to close our wafer fabrication services operations in Boise, Idaho and
Lyon, France. Also, in the first quarter of 2003 we recognized a pre-tax gain on
the disposition of our wafer fabrication services business of $58.6 million
($51.5 million, net of tax), which is reflected in income from discontinued
operations. The carrying value of the sold net assets associated with the
business as of February 28, 2003 was $2.4 million.

LIQUIDITY AND CAPITAL RESOURCES

      Our ongoing primary cash needs are for debt service (principally
interest), equipment purchases and working capital. Our cash and cash
equivalents balance as of March 31, 2004 was $345.5 million, and we had $28.4
million available under our $30.0 million senior secured credit facility. The
amount available under our senior secured credit facility at March 31, 2004 was
reduced by $1.6 million related to outstanding letters of credit. We believe
that our existing cash balances, available credit lines, cash flow from
operations and available equipment lease financing will be sufficient to meet
our projected capital expenditures, debt service and working capital
requirements for at least the next twelve months. We may require additional cash
to consummate business combinations to diversify our geographic operations and
expand our customer base and we cannot assure you that additional financing will
be available when we need it or, if available, that it will be available on
satisfactory terms. In addition, the terms of the senior notes and senior
subordinated notes significantly reduce our ability to incur additional debt.
Failure to obtain any such required additional financing could have a material
adverse effect on us.

      CASH FLOWS

      Net cash provided by (used in) operating, investing and financing
activities from continuing operations and cash provided by discontinued
operations for the three months ended March 31, 2004 and 2003 were as follows:

<TABLE>
<CAPTION>
                                                                                  FOR THE THREE MONTHS ENDED
                                                                                           MARCH 31,
                                                                                      2004          2003
                                                                                  ------------   -----------
                                                                                        (IN THOUSANDS)
<S>                                                                               <C>            <C>
Operating activities from continuing operations.................................  $    124,229   $    29,464
Investing activities from continuing operations.................................      (164,384)       (3,293)
Financing activities from continuing operations.................................        71,752        (7,867)
Discontinued operations.........................................................            96        22,139
</TABLE>

      Cash flows from continuing operating activities: Our cash flows from
continuing operating activities for the three months ended March 31, 2004
increased $94.8 million to $124.2 million over the comparable prior year period.
Our cash flows from

                                       19
<PAGE>

continuing operating activities increased as a result of our improved operating
performance, primarily driven by revenue increases, as well as cash generated
from a reduction of our working capital.

      The primary contributors to cash flow from continuing operations for the
three months ended March 31, 2004 were $69.9 million of cash flows provided by
continuing operations (adjusted for non-cash items), a $48.1 million increase in
trade payables associated with the increase in business activity and a decrease
in accounts receivable of $27.2 million. These sources were primarily offset by
a $20.1 million increase in inventory levels required to accommodate the demand
for our services.

      Cash flows from continuing investing activities: Our cash flows used in
continuing investing activities for the three months ended March 31, 2004
increased by $161.1 over the comparable prior year period, to $164.4 million,
primarily due to a $154.2 million increase in capital expenditures from $16.6
million in the three months ended March 31, 2003 to $170.8 million in the three
months ended March 31, 2004. In addition to cash used for capital expenditures,
we paid $12.9 million during the three months ended March 31, 2004 to acquire
the minority interest ownership in Amkor Iwate, bringing our ownership to 100%.
These cash outflows were offset by cash proceeds from the collection of $18.6
million of notes receivable from Dongbu.

      In January 2001, Amkor Iwate Corporation commenced operations and acquired
from Toshiba a packaging and test facility located in the Iwate prefecture in
Japan. At that time, we owned 60% of Amkor Iwate and Toshiba owned the balance
of the outstanding shares. In January 2004, we acquired the remaining 40%
ownership interest of Amkor Iwate from Toshiba for $12.9 million. We now own
100% of Amkor Iwate. Also in January 2004, we paid to Toshiba 220.0 million
Japanese yen (or approximately $2.0 million, which was included as a special
charge during the three months ended December 31, 2003) to terminate our
commitment to purchase a tract of land adjacent to the Amkor Iwate facility.
Amkor Iwate provides packaging and test services principally to Toshiba's Iwate
factory under a long-term supply agreement that provided for services to be
performed on a cost plus basis through December 2003 and then at market based
rates beginning January 2004. This long-term supply agreement with Toshiba's
Iwate factory terminates January 2006.

      During 2003 and 2004, we completed the following transactions to continue
the liquidation of our investment in ASI:

-     On March 24, 2003, we irrevocably sold a block of 7 million shares of ASI
      common stock to the financial institution for approximately $19.5 million.
      We also entered into a nondeliverable call option for $6.8 million. In May
      2003, we exercised the nondeliverable call option realizing $5.6 million
      of cash proceeds.

-     On September 17, 2003, we sold an additional 5 million shares of ASI
      common stock for approximately $18.5 million. We also entered into a
      nondeliverable call option for $6.5 million. In December 2003, we
      exercised the nondeliverable call option realizing $2.0 million of cash
      proceeds.

-     In April 2004, we sold 10.1 million shares of ASI common stock for
      approximately $49.7 million, reducing our ownership in ASI to
      approximately 4%, or 4.6 million shares.

     Cash flows from continuing financing activities: Our net cash inflows from
continuing financing activities for the three months ended March 31, 2004 were
$71.8 million, as compared to $7.9 million of outflows for the three months
ended March 31, 2003. The increase in cash flows from continuing financing
activities during the three months ended March 31, 2004 primarily related to our
March offering of $250.0 million of senior notes due 2011. The net proceeds to
us were $245.2 million, net of related discounts and debt acquisition costs, and
these proceeds were used to repay the balance outstanding under our senior
secured term loan of $168.7 million.

DEBT INSTRUMENTS AND RELATED COVENANTS

                                       20
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                         MARCH 31,     DECEMBER 31,
                                                                                           2004            2003
                                                                                      --------------   ------------
                                                                                              (IN THOUSANDS)
<S>                                                                                   <C>              <C>
Senior secured credit facilities:
     Term loan, LIBOR plus 4% due January 2006.....................................   $           --   $    168,725
     $30.0 million revolving line of credit, LIBOR plus 4.25% due October 2005.....               --             --
9.25% Senior notes due February 2008...............................................          470,500        470,500
7.75% Senior notes due May 2013....................................................          425,000        425,000
7.125% Senior notes due March 2011.................................................          248,315             --
10.5% Senior subordinated notes due May 2009.......................................          200,000        200,000
5.75% Convertible subordinated notes due June 2006,
   convertible at $35.00 per share.................................................          233,000        233,000
5% Convertible subordinated notes due March 2007,
   convertible at $57.34 per share.................................................          146,422        146,422
Other debt.........................................................................           33,658         35,725
                                                                                      --------------   ------------
                                                                                           1,756,895      1,679,372
Less -- Short-term borrowings and current portion of long-term debt                          (22,488)       (28,665)
                                                                                      --------------   ------------
                                                                                      $    1,734,407   $  1,650,707
                                                                                      ==============   ============
</TABLE>

      We now have, and for the foreseeable future will continue to have, a
significant amount of indebtedness. Our indebtedness requires us to dedicate a
substantial portion of our cash flow from operations to service payments on our
debt, with such payments principally for interest. For the three months ended
2004, interest expense payable in cash was $27.5 million.

      Our senior secured credit facility includes certain affirmative, negative
and financial covenants (including minimum EBITDA, as defined by the credit
facility and minimum daily liquidity) and events of default, including maximum
annual capital expenditures of the greater of (i) $250 million or (ii) 50% of
EBITDA (as defined), not to exceed $350 million. The covenants included 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 and we are unable to amend such financial
covenants prior to default. A default under one debt instrument may also trigger
cross-defaults under our other debt instruments. As of March 31, 2004 and
through the date of this filing, we were in compliance with all financial
covenants. An event of default under one or more of our debt instruments, if not
cured or waived, could have a material adverse effect on us.

      Our business strategy has been, in part, to enhance our financial
flexibility. During 2003 and 2004, we refinanced or repurchased various debt
instruments, including our term loan and various senior notes, thereby lowering
our effective interest rate and increasing our maturity dates. Our debt
covenants permit the repurchase or redemption of any senior notes, senior
subordinated notes or convertible notes with the net cash proceeds of equity
offerings, and the annual basket for repurchases or redemptions of senior notes
from cash can be rolled over (to the extent unused) from year to year up to an
aggregate amount of $300 million, of which up to $25 million may alternatively
be used to repurchase or redeem senior subordinated notes or convertible notes.

      In March 2004, we sold $250.0 million of 7.125% senior notes due March
2011. We sold these notes to qualified institutional investors, used the net
proceeds of the issuance to satisfy in full our outstanding term loan due 2006
of $168.7 million and used the remainder of the proceeds for general corporate
purposes, including working capital and capital expenditures. The notes have a
coupon rate of 7.125% annually and interest payments are due semi-annually. In
connection with the satisfaction of the term loan, we recorded charges during
the first quarter of 2004 of $1.7 million for the associated premiums paid and
$1.0 million for the associated unamortized deferred debt issuance costs. In
connection with the offering of these notes, we entered into a registration
rights agreement with the purchasers. The registration rights agreement will
entitle the purchasers, within 210 days from the original issuance, to exchange
their notes for registered notes with substantially identical terms as the
original notes.

      Other debt as of March 31, 2004 and December 31, 2003 includes our foreign
debt principally related to our operations in Japan and Taiwan. Our foreign debt
includes fixed and variable debt maturing between 2004 and 2010, with the
substantial majority maturing by 2003. As of March 31, 2004, the foreign debt
has interest rates ranging from 1.0% to 4.35%. These debt instruments do not
include significant financial covenants.

                                       21
<PAGE>

CAPITAL EXPENDITURES

      We expect significant growth in our business in 2004 based on industry
estimates for the semiconductor industry as a whole, and our expectation that
the trend towards increased outsourcing of packaging and test services in the
semiconductor industry will continue. Our first quarter capital expenditures
were $170.8 million and we have budgeted second quarter capital expenditures
between $125 million and $150 million. We expect that our full year 2004 capital
expenditures will be between $300 million and $500 million.

OFF-BALANCE SHEET ARRANGEMENTS

      We had no off-balance sheet guarantees or other off-balance sheet
arrangements as of March 31, 2004.

CONTINGENCY RELATED TO ACQUISITION OF CITIZEN WATCH CO., LTD.

      In April 2002, we acquired the semiconductor packaging business of Citizen
Watch Co., Ltd ("Citizen"). In connection with this acquisition, we were
required to make certain additional payments one year from the closing. Pending
the resolution of a controversy relating to patents acquired from Citizen, we
are withholding payment of 1.4 billion yen ($13.3 million based on the spot
exchange rate at March 31, 2004).

CRITICAL ACCOUNTING POLICIES

      Our preparation of this report on Form 10-Q, and related consolidated
financial statements which have been prepared in accordance with accounting
principles generally accepted in the United States of America, requires us to
make estimates and assumptions that affect the reported amount of assets and
liabilities, disclosure of contingent assets and liabilities at the date of our
financial statements and the reported amounts of revenue and expenses during the
reporting period. There can be no assurance that actual results will not differ
from those estimates. We base our estimates and judgments on historical
experience, current economic and industry conditions and on various other
factors that we believe reasonable under the circumstances. This forms the basis
for making judgments about the carrying values of assets and liabilities that
are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions. We have identified
the accounting policies below as critical to our business operations and the
understanding of our results of operations.

- revenue recognition and risk of loss,

- provision for income taxes

- valuation of long-lived assets,

- legal contingencies,

- evaluation of equity investments, and

- valuation of inventory.

      During the three months ended March 31, 2004, there have been no
significant changes in our critical accounting policies. Other than a $1.5
million charge related to our mold compound litigation in which we resolved our
matter with Koninklijke Philips Electronics N.V. (see Item I - Legal Proceedings
for further discussion), there have been no significant changes in the judgments
and estimates inherent in these critical accounting policies. We refer you to
our December 31, 2003 Annual Report on Form 10-K and for a full discussion of
our critical accounting policies.

RISK FACTORS THAT MAY AFFECT FUTURE OPERATING PERFORMANCE

      Our future results of operations involve a number of risks and
uncertainties. Factors that could affect future results and cause actual results
to vary materially from historical results include, but are not limited to,
dependence on the highly cyclical nature of the semiconductor industry,
fluctuation in operating results, the decline in average selling prices, our
high leverage and the restrictive covenants contained in the agreements
governing our indebtedness, our investment in ASI, the absence of significant
backlog in our business, our dependence on international operations and sales,
difficulties integrating acquisitions, our dependence on materials and equipment
suppliers, capital expenditure requirements, the increased litigation incident
to our business, rapid technological change, competition, our need to comply
with existing and future environmental regulations, the enforcement of
intellectual property rights by or against us, continued control by existing
stockholders and stock price volatility.

                                       22
<PAGE>

      Additional risks and uncertainties not presently known to us, or that we
currently deem immaterial, may also impair our business operations. We cannot
assure you that any of the events contemplated by the risks above will not
occur. If they do, our business, financial condition or results of operations
could be materially adversely affected. You should refer to Risk Factors That
May Affect Future Operating Performance in our 2003 Annual Report on Form 10-K
and in our Form 8-K filed March 12, 2004 for a more detailed discussion of known
material risks facing our company.

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

MARKET RISK SENSITIVITY

      We are exposed to market risks, primarily related to foreign currency and
interest rate fluctuations. In the normal course of business, we employ
established policies and procedures to manage the exposure to fluctuations in
foreign currency values and changes in interest rates. Our use of derivatives
instruments, including forward exchange contracts, has been insignificant
throughout 2004 and 2003, and it is expected that our use of derivative
instruments will continue to be minimal.

FOREIGN CURRENCY RISKS

      Our primary exposures to foreign currency fluctuations are associated with
transactions and related assets and liabilities denominated in Philippine pesos,
Korean won, Japanese yen, and Taiwanese dollar and Chinese renminbi. The
objective in managing these foreign currency exposures is to minimize the risk
through minimizing the level of activity and financial instruments denominated
in those currencies. Our foreign currency financial instruments primarily
consist of cash, trade receivables, investments, deferred taxes, trade payables
and accrued expenses.

      For an entity with various financial instruments denominated in a foreign
currency in a net asset position, an increase in the exchange rate would result
in less net assets when converted to U.S. dollars. Conversely, for an entity
with various financial instruments denominated in a foreign currency in a net
liability position, a decrease in the exchange rate would result in more net
liabilities when converted to U.S. dollars. Based on our portfolio of foreign
currency based financial instruments at March 31, 2004 and December 31, 2003, a
20% increase (decrease) in the foreign currency to U.S. dollar spot exchange
rate would result in the following foreign currency risk for our entities in a
net asset (liability) position:

<TABLE>
<CAPTION>
                                                                    CHART OF FOREIGN CURRENCY RISK
                                                         ----------------------------------------------------
                                                         PHILIPPINE   KOREA     TAIWANESE  JAPANESE  CHINESE
                                                             PESO      WON       DOLLAR      YEN     RENMINBI
                                                         ----------  --------   ---------  --------  --------
                                                                            (IN THOUSANDS)
<S>                                                      <C>         <C>        <C>        <C>       <C>
As of March 31, 2004...................................  $   (4,225) $  4,628   $  (1,088) $ (1,648) $    228
As of December 31, 2003................................  $   (3,269) $  3,954   $  (2,041) $  3,718  $    315
</TABLE>

INTEREST RATE RISKS

      Our company has interest rate risk with respect to our long-term debt. As
of March 31, 2004, we had a total of $1,756.9 million of debt of which 98.6% was
fixed rate debt and 1.4% was variable rate debt. Our variable rate debt
principally consists of short-term borrowings and amounts outstanding under our
$30.0 million revolving line of credit; of which no amounts were drawn as of
March 31, 2004, but which had been reduced by $1.6 million related to
outstanding letters of credit at that date. The fixed rate debt consists of
senior notes, senior subordinated notes, convertible subordinated notes and
foreign debt. As of December 31, 2003, we had a total of $1,679.4 million of
debt of which 88.1% was fixed rate debt and 11.9% was variable rate debt.
Changes in interest rates have different impacts on our fixed and variable rate
portions of our debt portfolio. A change in interest rates on the fixed portion
of the debt portfolio impacts the fair value of the instrument but has no impact
on interest incurred or cash flows. A change in interest rates on the variable
portion of the debt portfolio impacts the interest incurred and cash flows but
does not impact the fair value of the instrument. The fair value of the
convertible subordinated notes is also impacted by the market price of our
common stock.

      The table below presents the interest rates, maturities and fair value of
our fixed and variable rate debt as of March 31, 2004.

                                       23
<PAGE>

<TABLE>
<CAPTION>
                                                  MARCH 31, 2004
                         ----------------------------------------------------------------
                                           (IN THOUSANDS)                                                                  FAIR
                            2004        2005         2006          2007           2008      THEREAFTER      TOTAL          VALUE
                         ---------   ---------   -----------   ------------   -----------   ----------   -----------   ------------
<S>                      <C>         <C>         <C>           <C>            <C>           <C>          <C>           <C>
Long-term debt:
  Fixed rate debt        $   3,952   $   2,404   $   235,601   $    146,623   $   470,500   $  873,317   $ 1,732,397   $  1,789,894
  Average interest rate        4.2%        4.0%          5.7%           5.0%          9.3%         8.2%          7.9%

  Variable rate debt     $  18,535   $   1,568   $     2,091   $        837   $       587   $      880   $    24,498   $     24,498
  Average interest rate        1.4%        2.6%          2.6%           2.6%          2.7%         2.7%          1.7%
</TABLE>

 EQUITY PRICE RISKS

      Our outstanding 5.75% convertible subordinated notes due 2006 and 5%
convertible subordinated notes due 2007 are convertible into common stock at
$35.00 per share and $57.34 per share, respectively. During the fourth quarter
of 2003, we repurchased $112.3 million of our 5.00% convertible notes due 2007
and $17.0 million of our 5.75% convertible notes due 2006. We currently intend
to repay our remaining convertible subordinated notes upon maturity, unless
converted. If investors were to decide to convert their notes to common stock,
our future earnings would benefit from a reduction in interest expense and our
common stock outstanding would be increased. If we paid a premium to induce such
conversion, our earnings could include an additional charge.

      Further, the trading price of our common stock has been and is likely to
continue to be highly volatile and could be subject to wide fluctuations. Such
fluctuations could impact our decision or ability to utilize the equity markets
as a potential source of our funding needs in the future.

ITEM 4. CONTROLS AND PROCEDURES

      During the first quarter of 2004, Amkor management, including the
principal executive officer and principal financial officer, evaluated Amkor's
disclosure controls and procedures related to the recording, processing,
summarization and reporting of information in its periodic reports that Amkor
files with the SEC. These disclosure controls and procedures have been designed
to ensure that (a) material information relating to Amkor, including its
consolidated subsidiaries, is made known to Amkor's management, including these
officers, by other employees of Amkor and its subsidiaries, and (b) this
information is recorded, processed, summarized, evaluated and reported, as
applicable, within the time periods specified in the SEC's rules and forms. Due
to the inherent limitations of control systems, not all misstatements may be
detected. These inherent limitations include the realities that judgments in
decision-making can be faulty and that breakdowns can occur because of simple
error or mistake. Additionally, controls could be circumvented by the individual
acts of some persons or by collusion of two or more people. Amkor's controls and
procedures can only provide reasonable, not absolute, assurance that the above
objectives have been met.

      Accordingly, as of March 31, 2004, these officers (principal executive
officer and principal financial officer) concluded that Amkor's disclosure
controls and procedures were effective to accomplish their objectives. Amkor
continually strives to improve its disclosure controls and procedures to enhance
the quality of its financial reporting and to maintain dynamic systems that
change as conditions warrant. There was no change in our internal control over
financial reporting that occurred during the period covered by this Report on
Form 10-Q that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

      We are currently a party to various legal proceedings, including those
noted below. While we currently believe that the ultimate outcome of these
proceedings, individually and in the aggregate, will not have a material adverse
effect on our financial position or overall trends in results of operations,
litigation is subject to inherent uncertainties. If an unfavorable ruling were
to occur, there exists the possibility of a material adverse impact on our net
income in the period in which the ruling occurs. The estimate of the potential
impact from the following legal proceedings on our financial position or overall
results of operations could change in the future.

      EPOXY MOLD COMPOUND LITIGATION

                                       24
<PAGE>

      Recently, we have become party to an increased number of litigation
matters relative to our historic levels. Much of our recent increase in
litigation relates to an allegedly defective epoxy mold compound, formerly used
in some of our products, which is alleged to be responsible for certain
semiconductor chip failures. In the case of each of these matters, we believe we
have meritorious defenses, as well as valid third-party claims against Sumitomo
Bakelite Co., Ltd. ("Sumitomo Bakelite"), the manufacturer of the challenged
epoxy product, should the epoxy mold compound be found to be defective. We
cannot be certain, however, that we will be able to recover any amount from
Sumitomo Bakelite if we are held liable in these matters, or that any adverse
result would not have a material impact upon us. Moreover, other customers of
ours have made inquiries about the epoxy mold compound, which was widely used in
the semiconductor industry, and no assurance can be given that claims similar to
those already asserted will not be made against us by other customers in the
future.

      Fujitsu Limited v. Cirrus Logic, Inc., et al.

      On April 16, 2002, we were served with a third-party complaint in an
action entitled Fujitsu Limited v. Cirrus Logic, Inc., No. 02-CV-01627 JW,
pending in the United States District Court for the Northern District of
California, San Jose Division. In this action, Fujitsu Limited ("Fujitsu")
alleges that semiconductor devices it purchased from Cirrus Logic, Inc. ("Cirrus
Logic") are defective in that a certain epoxy mold compound used in the
manufacture of the chip causes a short circuit which renders Fujitsu disk drive
products inoperable. Cirrus Logic, in response, denied the allegations of the
complaint, counterclaimed against Fujitsu for unpaid invoices, and filed its
third-party complaint against us alleging that any liability for chip defects
should be assigned to us because we assembled the subject semiconductor devices.
Upon receipt of Cirrus Logic's third-party complaint, we filed an answer denying
all liability, and our own third-party complaint against Sumitomo Bakelite.
Sumitomo Bakelite filed an answer denying liability. In June 2003, Fujitsu
amended its complaint and added direct claims against us. In response, we filed
an answer denying all liability to Fujitsu. The parties engaged in discovery
activities. Fujitsu has indicated that it may seek damages in excess of $100
million. In November 2003, Fujitsu filed an action against Cirrus Logic,
Sumitomo Bakelite and us entitled Fujitsu Limited v. Cirrus Logic, Inc., et al.,
Case No. 1-03-CV-009885, in the California Superior Court for the County of
Santa Clara, based on facts and allegations substantially similar to those
asserted in the Northern District Court of California. In December 2003, Cirrus
Logic filed a cross-complaint against Sumitomo Bakelite and us in the Superior
Court case, also based on facts and allegations substantially similar to those
asserted in the Northern District Court case. By stipulation among the parties,
the Court has granted a stay of the action pending in the Northern District
Court of California in favor of the action pending in the Santa Clara Superior
Court, where discovery is ongoing and a trial is scheduled to begin on January
31, 2005. On March 29, 2004, we filed a motion to dismiss Fujitsu's amended
complaint in the Superior Court. On April 2, 2004, we also filed a motion to
dismiss Cirrus Logic's cross-complaint. The hearing on our motions to dismiss is
scheduled to take place on May 4, 2004. If necessary, we intend to deny all
liability, to file cross-claims against Sumitomo Bakelite, and to seek judgment
in our favor in due course.

      Seagate Technology LLC v. Atmel Corporation, et al.

      In March 2003, we were served with a cross-complaint in an action between
Seagate Technology LLC and Seagate Technology International ("Seagate") and
Atmel Corporation and Atmel Sarl ("Atmel") in the Superior Court of California,
Santa Clara County, Case No. 1-02-CV809883. Atmel's cross-complaint seeks
indemnification from us for any damages incurred from the claims by Seagate
involving the allegedly defective epoxy mold compound manufactured by Sumitomo
Bakelite. We answered Atmel's cross-complaint, denying all liability, and filed
a cross-complaint against Sumitomo Bakelite. Atmel later amended its
cross-complaint, including adding ChipPAC Inc. ("ChipPAC") as a cross-defendant.
ChipPAC filed a cross-complaint against Sumitomo Bakelite and us. On January 27,
2004, the Superior Court sustained Sumitomo Bakelite's motion to dismiss Atmel's
amended cross-complaint, granting Atmel 30 days to file an amended pleading.
Atmel filed its Second Amended Cross-Complaint on or about March 12, 2004. On
April 13, 2004, we filed an answer denying all liability to Atmel. We filed a
motion to dismiss ChipPAC's cross-complaint on February 13, 2004; ChipPAC has
indicated its intent to file an amended cross-complaint by April 27, 2004. If
appropriate, we may seek to dismiss ChipPAC's amended pleading, and otherwise
intend to deny all liability to ChipPAC. All parties are currently conducting
discovery and no trial date has been set.

      Maxtor Corporation v. Koninklijke Philips Electronics N.V., et al.

      In April 2003, we were served with a cross-complaint in an action between
Maxtor Corporation ("Maxtor") and Koninklijke Philips Electronics ("Philips"),
in the Superior Court of California, Santa Clara County, Case No.
1-02-CV-808650. Philips' cross-complaint sought indemnification from us for any
damages incurred from the claims by Maxtor involving the allegedly defective
epoxy mold compound manufactured by Sumitomo Bakelite. Philips subsequently
filed a cross-complaint directly

                                       25
<PAGE>

against Sumitomo Bakelite, alleging, among other things, that Sumitomo Bakelite
breached its contractual obligations to both us and Philips by supplying a
defective mold compound resulting in the failure of certain Philips
semiconductor devices. We denied all liability in this matter and also asserted
a cross-complaint against Sumitomo Bakelite. Sumitomo Bakelite has denied any
liability. The parties completed fact discovery and most expert discovery.
Maxtor and Philips reached a settlement of Maxtor's claims against Philips on or
about April 28, 2004. Philips and Amkor reached resolution on Philips' claims
against us on April 29, 2004, pursuant to which we agreed to pay Philips $1.5
million within 15 days plus a contingent amount ranging between $0.0 and $2.0
million based on the resolution of Philips' claims against Sumitomo Bakelite.
For the three months ended March 31, 2004, we recorded a charge of $1.5 million
in Resolution of Legal Dispute in our consolidated statement of income
associated with this resolution. The trial of Philips' claims against Sumitomo
Bakelite is scheduled to start on August 2, 2004.

      Maxim Integrated Products, Inc. v. Amkor Technology, Inc., et al.

      In August 2003, we were served with a complaint filed by Maxim Integrated
Products, Inc. ("Maxim") against us, Sumitomo Bakelite and Sumitomo Plastics
America, Inc. ("Sumitomo Plastics") in the Superior Court of California, Santa
Clara County, Case No. 1-03-CV-001310. The complaint seeks damages related to
our use of Sumitomo Bakelite's epoxy mold compound in assembling Maxim's
semiconductor packages. Both the Sumitomo defendants and we filed motions to
dismiss Maxim's complaint in September 2003. In lieu of contesting those motions
to dismiss, Maxim filed an amended pleading on or about April 26, 2004. We
intend to file a motion to dismiss Maxim's amended complaint, to deny all
liability to Maxim and to file cross-claims against Sumitomo Bakelite. Discovery
has not commenced and there is no trial date set.

      Fairchild Semiconductor Corporation v. Sumitomo Bakelite Singapore Pte.
      Ltd., et al.

      In September 2003, we were served with an amended complaint filed by
Fairchild Semiconductor Corporation ("Fairchild") against us, Sumitomo Bakelite,
Sumitomo Plastics and Sumitomo Bakelite Singapore Pte. Ltd. in the Superior
Court of California, Santa Clara County, Case No. 1-02-CV-810034. The amended
complaint seeks damages related to our use of Sumitomo Bakelite's epoxy mold
compound in assembling Fairchild's semiconductor packages. Both the Sumitomo
defendants and we filed motions to dismiss Fairchild's amended complaint in
October 2003. Fairchild filed a second amended complaint in January 2004. On
February 11, 2004, we filed a motion to dismiss Fairchild's second amended
complaint. The Superior Court granted our motion to dismiss on March 16, 2004,
giving Fairchild thirty days to file a further amended pleading. Fairchild filed
a third amended complaint on or about April 15, 2004. We intend to file a motion
to dismiss Fairchild's third amended pleading. We otherwise intend to deny all
liability and to file cross-claims against Sumitomo Bakelite. Discovery is
ongoing and no trial date has been scheduled.

      OTHER LITIGATION

      Amkor Technology, Inc. v. Motorola, Inc.

      On August 16, 2002, we filed a complaint against Motorola, Inc. in an
action captioned Amkor Technology, Inc. v. Motorola, Inc., C.A. No. 02C-08-160
CHT, pending in the Superior Court of the State of Delaware in and for New
Castle County. In this action, we were seeking declaratory judgment relating to
a controversy between us and Motorola concerning: (i) the assignment by Citizen
Watch Co., Ltd. ("Citizen") to us of a Patent License Agreement dated January
25, 1996 between Motorola and Citizen (the "License Agreement") and concurrent
assignment by Citizen to us of Citizen's interest in U.S. Patents 5,241,133 and
5,216,278 (the "'133 and '278 patents"); and (ii) our obligation to make certain
payments pursuant to an immunity agreement (the "Immunity Agreement") dated June
30, 1993 between us and Motorola.

      We and Motorola resolved the controversy with respect to all issues
relating to the Immunity Agreement, and all claims and counterclaims filed by
the parties in the case relating to the Immunity Agreement were dismissed or
otherwise disposed of without further litigation. The claims relating to the
License Agreement and the '133 and '278 Patents remained pending.

      We and Motorola both filed motions for summary judgment on the remaining
claims, and oral arguments were heard on September 3, 2003. On October 6, 2003,
the Superior Court of Delaware ruled in favor of us and issued an Opinion and
Order granting our motion for summary judgment and denying Motorola's motion for
summary judgment. On October 22, 2003, Motorola filed an appeal in Supreme Court
of Delaware. The appeal was argued on March 9, 2004, and we are awaiting the
Court's decision. We believe we will prevail on the same merits in such appeal.
In addition, should Motorola prevail at the appellate level, we believe we have
recourse against Citizen. However, no assurance can be given that an adverse
outcome in the case cannot occur, or that any adverse outcome would not have a
material impact.

                                       26
<PAGE>

      Alcatel Business Systems vs. Amkor Technology, Inc., Anam Semiconductor,
      Inc.

      On November 5, 1999, we agreed to sell certain semiconductor parts to
Alcatel Microelectronics, N.V. ("AME"), a subsidiary of Alcatel S.A. The parts
were manufactured for us by Anam Semiconductor, Inc. ("ASI"). AME transferred
the parts to another Alcatel subsidiary, Alcatel Business Systems ("ABS"), which
incorporated the parts into cellular phone products. In early 2001, a dispute
arose as to whether the parts sold by us were defective. On March 18, 2002, ABS
and its insurer filed suit against us and ASI in the Paris Commercial Court of
France, claiming damages of 50 million Euros (approximately $60.9 million based
on the spot exchange rate at March 31, 2004). We have denied all liability and
intend to vigorously defend ourselves. Additionally, we have entered into a
written agreement with ASI whereby ASI has agreed to indemnify us fully against
any and all loss related to the claims of AME, ABS and ABS' insurer. The Paris
Commercial Court commenced a special proceeding before a technical expert to
report on the facts of the dispute. The report of the court-appointed expert was
put forth on December 31, 2003. The report does not specifically allocate
liability to any particular party. A hearing was held on April 28, 2004, and a
ruling is expected within 30 days of this date.

      In response to the lawsuit, on May 22, 2002, we filed a petition to compel
arbitration in the United States District Court for the Eastern District of
Pennsylvania (the "Court") against ABS, AME and ABS' insurer, claiming that the
dispute is subject to the arbitration clause of the November 5, 1999 agreement
between us and AME. ABS and ABS' insurer have refused to arbitrate. In August
2003, the Court denied the motion of ABS and its insurer to dismiss our petition
for arbitration. The Court also subsequently denied a motion for reconsideration
filed by ABS. The Court has not yet set a date for final disposition of our
petition.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

      None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

      None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

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

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                           DESCRIPTION OF EXHIBIT
-------                          ----------------------
<S>      <C>
4.1      Amkor Technology, Inc. 7.125% Senior Notes due March 15, 2011 Indenture

4.2      Registration Rights Agreement - 7.125% Senior Notes due March 15, 2011

12.1     Computation of Ratio of Earnings to Fixed Charges

31.1     Certification of James J. Kim, Chief Executive Officer of Amkor Technology, Inc.,
         Pursuant to Rule 13a - 14(a) under the Securities Exchange Act of 1934.

31.2     Certification of Kenneth T. Joyce, Chief Financial Officer of Amkor Technology, Inc.,
         Pursuant to Rule 13a - 14(a) under the Securities Exchange Act of 1934.

32       Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C.
         Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
</TABLE>

(b) REPORTS ON FORM 8-K

      We filed the following reports on Form 8-K with the Securities and
Exchange Commission during the quarterly period ended March 31, 2004:

                                       27
<PAGE>

      Current Report on Form 8-K dated January 28, 2004 (filed January 28, 2004)
related to a press release dated January 28, 2004 announcing our financial
results for the quarter ended December 31, 2003.

      Current Report on Form 8-K dated March 8, 2004 (filed March 12, 2004)
related to Amkor announcing its intent to sell $250 million principal amount of
Senior Notes due 2011.

SIGNATURES

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

AMKOR TECHNOLOGY, INC.

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

Date:  May 5, 2004

                                       28

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>2
<FILENAME>w96178exv4w1.txt
<DESCRIPTION>AMKOR TECHNOLOGYM INC. 7.125% SENIOR NOTES
<TEXT>
<PAGE>

                                                                     Exhibit 4.1

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

                             AMKOR TECHNOLOGY, INC.

                     7-1/8% SENIOR NOTES DUE MARCH 15, 2011

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

                                    INDENTURE

                           Dated as of March 12, 2004

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

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

                              WELLS FARGO BANK, N.A

                                     Trustee

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

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

<PAGE>

<TABLE>
<S>                                                                                                               <C>
ARTICLE 1             DEFINITIONS AND INCORPORATION BY REFERENCE................................................   1

         Section 1.01.         Definitions......................................................................   1

         Section 1.02.         Other Definitions................................................................  16

         Section 1.03.         Incorporation by Reference of Trust Indenture Act................................  17

         Section 1.04.         Rules of Construction............................................................  17

ARTICLE 2             THE NOTES.................................................................................  18

         Section 2.01.         Form and Dating..................................................................  18

         Section 2.02.         Execution and Authentication.....................................................  19

         Section 2.03.         Registrar and Paying Agent.......................................................  19

         Section 2.04.         Paying Agent to Hold Money in Trust..............................................  20

         Section 2.05.         Holder Lists.....................................................................  20

         Section 2.06.         Transfer and Exchange............................................................  20

         Section 2.07.         Replacement Notes................................................................  31

         Section 2.08.         Outstanding Notes................................................................  31

         Section 2.09.         Treasury Notes...................................................................  32

         Section 2.10.         Temporary Notes..................................................................  32

         Section 2.11.         Cancellation.....................................................................  32

         Section 2.12.         Defaulted Interest...............................................................  32

         Section 2.13.         Liquidated Damages...............................................................  33

ARTICLE 3             REDEMPTION AND REPAYMENT..................................................................  33

         Section 3.01.         Notices to Trustee...............................................................  33

         Section 3.02.         Selection of Notes to Be Redeemed................................................  33

         Section 3.03.         Notice of Redemption.............................................................  34

         Section 3.04.         Effect of Notice of Redemption...................................................  34

         Section 3.05.         Deposit of Redemption Price......................................................  34

         Section 3.06.         Notes Redeemed in Part...........................................................  35

         Section 3.07.         Optional Redemption..............................................................  35

         Section 3.08.         No Mandatory Redemption..........................................................  35

         Section 3.09.         Offer to Purchase by Application of Excess Proceeds..............................  35

ARTICLE 4             COVENANTS.................................................................................  37

         Section 4.01.         Payment of Notes.................................................................  37

         Section 4.02.         Maintenance of Office or Agency..................................................  37
</TABLE>

                                       i

<PAGE>

<TABLE>
<S>                                                                                                               <C>
         Section 4.03.         Reports..........................................................................  38

         Section 4.04.         Compliance Certificate...........................................................  38

         Section 4.05.         Taxes............................................................................  39

         Section 4.06.         Stay, Extension and Usury Laws...................................................  39

         Section 4.07.         Restricted Payments..............................................................  39

         Section 4.08.         Dividend and Other Payment Restrictions Affecting Subsidiaries...................  41

         Section 4.09.         Incurrence of Indebtedness and Issuance of Preferred Stock.......................  42

         Section 4.10.         Asset Sales......................................................................  45

         Section 4.11.         Transactions with Affiliates.....................................................  46

         Section 4.12.         Liens............................................................................  47

         Section 4.13.         Corporate Existence..............................................................  47

         Section 4.14.         Offer to Repurchase Upon Change of Control.......................................  48

         Section 4.15.         Amendment of Subordination Provisions............................................  49

         Section 4.16.         Limitation on Issuances and Sales of Capital Stock in Wholly Owned Subsidiaries..  49

         Section 4.17.         Payments for Consent.............................................................  49

         Section 4.18.         Subsidiary Guarantees............................................................  49

         Section 4.19.         Designation of Restricted and Unrestricted Subsidiaries..........................  49

         Section 4.20.         Limitation on Sale and Leaseback Transactions....................................  50

ARTICLE 5             SUCCESSORS................................................................................  50

         Section 5.01.         Merger, Consolidation, or Sale of Assets.........................................  50

         Section 5.02.         Successor Corporation Substituted................................................  51

ARTICLE 6             DEFAULTS AND REMEDIES.....................................................................  51

         Section 6.01.         Events of Default................................................................  51

         Section 6.02.         Acceleration.....................................................................  52

         Section 6.03.         Other Remedies...................................................................  53

         Section 6.04.         Waiver of Past Defaults..........................................................  53

         Section 6.05.         Control by Majority..............................................................  53

         Section 6.06.         Limitation on Suits..............................................................  53

         Section 6.07.         Rights of Holders of Notes to Receive Payment....................................  54

         Section 6.08.         Collection Suit by Trustee.......................................................  54

         Section 6.09.         Trustee May File Proofs of Claim.................................................  54

         Section 6.10.         Priorities.......................................................................  54
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                               <C>
         Section 6.11.         Undertaking for Costs............................................................  55

ARTICLE 7             TRUSTEE...................................................................................  55

         Section 7.01.         Duties of Trustee................................................................  55

         Section 7.02.         Rights of Trustee................................................................  56

         Section 7.03.         Individual Rights of Trustee.....................................................  57

         Section 7.04.         Trustee's Disclaimer.............................................................  57

         Section 7.05.         Notice of Defaults...............................................................  57

         Section 7.06.         Reports by Trustee to Holders of the Notes.......................................  57

         Section 7.07.         Compensation and Indemnity.......................................................  57

         Section 7.08.         Replacement of Trustee...........................................................  58

         Section 7.09.         Successor Trustee by Merger, etc.................................................  59

         Section 7.10.         Eligibility; Disqualification....................................................  59

         Section 7.11.         Preferential Collection of Claims Against Company................................  59

ARTICLE 8             LEGAL DEFEASANCE AND COVENANT DEFEASANCE..................................................  59

         Section 8.01.         Option to Effect Legal Defeasance or Covenant Defeasance.........................  59

         Section 8.02.         Legal Defeasance and Discharge...................................................  60

         Section 8.03.         Covenant Defeasance..............................................................  60

         Section 8.04.         Conditions to Legal or Covenant Defeasance.......................................  60

         Section 8.05.         Deposited Money and Government Securities to be Held in Trust; Other
                               Miscellaneous Provisions ........................................................  62

         Section 8.06.         Repayment to Company.............................................................  62

         Section 8.07.         Reinstatement....................................................................  62

ARTICLE 9             AMENDMENT, SUPPLEMENT AND WAIVER..........................................................  63

         Section 9.01.         Without Consent of Holders of Notes..............................................  63

         Section 9.02.         With Consent of Holders of Notes.................................................  63

         Section 9.03.         Compliance with Trust Indenture Act..............................................  65

         Section 9.04.         Revocation and Effect of Consents................................................  65

         Section 9.05.         Notation on or Exchange of Notes.................................................  65

         Section 9.06.         Trustee to Sign Amendments, etc..................................................  65

ARTICLE 10            NOTE GUARANTEES...........................................................................  65

         Section 10.01.        Guarantee........................................................................  65

         Section 10.02.        Limitation on Guarantor Liability................................................  66

         Section 10.03.        Execution and Delivery of Note Guarantee.........................................  67
</TABLE>

                                      iii

<PAGE>

<TABLE>
<S>                                                                                                               <C>
         Section 10.04.        Guarantors May Consolidate, etc., on Certain Terms...............................  67

         Section 10.05.        Releases Following Sale of Assets................................................  68

ARTICLE 11            MISCELLANEOUS.............................................................................  68

         Section 11.01.        Trust Indenture Act Controls.....................................................  68

         Section 11.02.        Notices..........................................................................  68

         Section 11.03.        Communication by Holders of Notes with Other Holders of Notes....................  69

         Section 11.04.        Certificate and Opinion as to Conditions Precedent...............................  69

         Section 11.05.        Statements Required in Certificate or Opinion....................................  70

         Section 11.06.        Rules by Trustee and Agents......................................................  70

         Section 11.07.        No Personal Liability of Directors, Officers, Employees and Stockholders.........  70

         Section 11.08.        Governing Law, Consent to Jurisdiction and Service of Process....................  70

         Section 11.09.        Agent for Service; Submission to Jurisdiction....................................  71

         Section 11.10.        No Adverse Interpretation of Other Agreements....................................  71

         Section 11.11.        Successors.......................................................................  71

         Section 11.12.        Severability.....................................................................  71

         Section 11.13.        Counterpart Originals............................................................  71

         Section 11.14.        Table of Contents, Headings, etc.................................................  71

         Section 11.15.        Designated Senior Debt...........................................................  72
</TABLE>

                                    EXHIBITS

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

                                       iv

<PAGE>

         INDENTURE dated as of March 12, 2004 between Amkor Technology, Inc., a
Delaware corporation (the "Company"), and Wells Fargo Bank, N.A., as trustee
(the "Trustee").

         The Company and the Trustee agree as follows for the benefit of each
other and for the equal and ratable benefit of the Holders of the 7-1/8% Senior
Notes due March 15, 2011 (the "Notes"):

                                    ARTICLE 1
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01. Definitions.

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

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

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

         "Capital Stock" means (i) in the case of a corporation, corporate
stock, (ii) in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however
designated) of corporate stock, (iii) in the case of a partnership or limited
liability company, partnership or membership interests (whether general or
limited), and (iv) any other interest or participation that confers on a Person
the right to receive a share of the profits and losses of, or distributions of
assets of, the issuing Person.

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

         "Change of Control" means the occurrence of any of the following: (i)
the adoption of a plan relating to the liquidation or dissolution of the
Company, (ii) the consummation of any transaction (including, without
limitation, any merger or consolidation) the result of which is that any
"person" (as defined above), other than a Permitted Holder, becomes the
Beneficial Owner, directly or indirectly, of more than 35% of the Voting Stock
of the Company, measured by voting power rather than number of

                                       2
<PAGE>

shares, and such percentage represents more than the aggregate percentage of the
Voting Stock of the Company, measured by voting power rather than number of
shares, as to which any Permitted Holder is the Beneficial Owner, or (iii) the
first date during any consecutive two year period on which a majority of the
members of the Board of Directors of the Company are not Continuing Directors.
For purposes of this definition, any transfer of an Equity Interest of an entity
that was formed for the purpose of acquiring Voting Stock of the Company will be
deemed to be a transfer of such portion of Voting Stock as corresponds to the
portion of the equity of such entity that has been so transferred.

         "Clearstream" means Clearstream Banking, societe anonyme or any
successor or securities clearing agency.

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

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

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

         "Consolidated Interest Expense" means, with respect to any Person for
any period, the sum, without duplication, of: (i) the consolidated interest
expense of such Person and its Restricted Subsidiaries for such period, whether
paid or accrued, including, without limitation, amortization of debt

                                       3
<PAGE>

issuance costs and original issue discount, non-cash interest payments, the
interest component of any deferred payment obligations, the interest component
of all payments associated with Capital Lease Obligations, imputed interest with
respect to Attributable Debt, commissions, discounts and other fees and charges
incurred in respect of letter of credit or bankers' acceptance financings, and
net payments, if any, pursuant to Hedging Obligations, plus (ii) the
consolidated interest of such Person and its Restricted Subsidiaries that was
capitalized during such period, plus (iii) interest actually paid by the Company
or any Restricted Subsidiary under any Guarantee of Indebtedness of another
Person, plus (iv) the product of all dividend payments, whether or not in cash,
on any series of preferred stock of such Person or any of its Restricted
Subsidiaries, other than dividend payments on Equity Interests payable solely in
Equity Interests of the Company (other than Disqualified Stock) or to the
Company or a Restricted Subsidiary of the Company.

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

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

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

         "Consolidated Net Income" means, with respect to any specified Person
for any period, the aggregate of the Net Income of such Person and its
Restricted Subsidiaries for such period, on a consolidated basis, determined in
accordance with GAAP; provided that: (i) the Net Income (but not loss) of any
Person that is not a Restricted Subsidiary or that is accounted for by the
equity method of accounting shall be included only to the extent of the amount
of dividends or distributions paid in cash to the specified Person or a
Restricted Subsidiary thereof, (ii) the Net Income of any Restricted Subsidiary
shall be excluded to the extent that the declaration or payment of dividends or
similar distributions by that Restricted Subsidiary of that Net Income is not at
the date of determination permitted without any prior

                                       4
<PAGE>

governmental approval (that has not been obtained) or, directly or indirectly,
by operation of the terms of its charter or any agreement, instrument, judgment,
decree, order, statute, rule or governmental regulation applicable to that
Restricted Subsidiary or its stockholders, (iii) the Net Income of any Person
acquired in a pooling of interests transaction for any period prior to the date
of such acquisition shall be excluded, (iv) the Net Income (but not loss) of any
Unrestricted Subsidiary shall be excluded, whether or not distributed to the
specified Person or one of its Subsidiaries, and (v) the cumulative effect of a
change in accounting principles shall be excluded.

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

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

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

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

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

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

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

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

                                       5
<PAGE>

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

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

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

         "Euroclear" means the Morgan Guaranty Trust Company of New York,
Brussels Office, as operator of the Euroclear system.

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

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

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

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

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

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

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

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

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

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

                                       6
<PAGE>

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

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

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

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

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

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

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

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

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

         "Initial Notes" means the first $250 million aggregate principal amount
of Notes issued under this Indenture on the date hereof.

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

                                       7
<PAGE>

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

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

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

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

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

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

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

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

         "Net Income" means, with respect to any Person, the net income (loss)
of such Person and its Restricted Subsidiaries, determined in accordance with
GAAP and before any reduction in respect of preferred stock dividends,
excluding, however: (i) any gain (but not loss), together with any related
provision for taxes on such gain (but not loss), realized in connection with (a)
any Asset Sale or (b) the

                                       8
<PAGE>

disposition of any securities by such Person or any of its Restricted
Subsidiaries or the extinguishment of any Indebtedness of such Person or any of
its Restricted Subsidiaries, (ii) any extraordinary gain (but not loss),
together with any related provision for taxes on such extraordinary gain (but
not loss), (iii) any gain or loss relating to foreign currency translation or
exchange, and (iv) any income or loss related to any discontinued operation.

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

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

         "Non-U.S. Person" means a Person who is not a U.S. Person as defined in
Regulation S.

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

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

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

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

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

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

                                       9
<PAGE>

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

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

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

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

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

         "Permitted Investments" means: (i) any Investment in the Company or in
a Restricted Subsidiary, (ii) any Investment in Cash Equivalents, (iii) any
Investment by the Company or any Restricted Subsidiary of the Company in a
Person, if as a result of such Investment or in connection with the transaction
pursuant to which such Investment is made (a) such Person becomes a Restricted
Subsidiary of the Company, or (b) such Person is merged, consolidated or
amalgamated with or into, or transfers or conveys substantially all of its
assets to, or is liquidated into, the Company or a Restricted Subsidiary of the
Company, (iv) any Investment made as a result of the receipt of non-cash
consideration from an Asset Sale that was made pursuant to and in compliance
with Section 4.10 hereof, (v) any acquisition of assets solely in exchange for
the issuance of Equity Interests (other than Disqualified Stock) of the Company,
(vi) any Investment in connection with Hedging Obligations, (vii) any
Investments received (a) in satisfaction of judgments, or (b) as payment on a
claim made in connection with any bankruptcy, liquidation, receivership or other
insolvency proceeding, (viii) Investments in (a) prepaid expenses and negotiable
instruments held for collection, (b) accounts receivable arising in the ordinary
course of business (and Investments obtained in exchange or settlement of
accounts receivable for which the Company or any Restricted Subsidiary has
determined that collection is not likely), and (c) lease, utility and worker's
compensation, performance and other similar deposits arising in the ordinary
course of business, (ix) any Strategic Investment; provided that the aggregate
amount of all Investments by the Company and any Restricted Subsidiaries in
Strategic Investments shall not exceed $100.0 million, and (x) 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 the Company or any Restricted Subsidiary in such exchange shall not
be permitted pursuant to this clause (x); and provided, further, that such
purchased or exchanged Investments shall have a fair market value (as determined
by an officer of the Company unless such fair market value exceeds $25.0 million
in which case, as determined by the Company's board of directors) equal to or
exceeding the Permitted Investments exchanged therefor; provided, further, that,
notwithstanding the preceding, any extension of credit or advance by the Company
or any of its Subsidiaries to a customer or supplier of the Company or its
Subsidiaries shall not be a Permitted Investment.

                                       10
<PAGE>

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

                                       11
<PAGE>

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

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

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

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

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

         "Receivables Program Assets" means all of the following property and
interests in property, including any undivided interest in any pool of any such
property or interests, whether now existing or existing in the future or
hereafter arising or acquired: (i) accounts, (ii) accounts receivable, general

                                       12
<PAGE>

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

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

         "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of March 12, 2004 by and among the Company and the other
parties named on the signature pages thereof, as such agreement may be amended,
modified or supplemented from time to time.

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

         "Regulation S Global Note" means the Global Note representing the Notes
offered and sold outside the United States in reliance on Regulation S.

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

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

         "Restricted Definitive Note" means a Definitive Note bearing the
Restricted Notes Legend.

         "Restricted Global Note" means a Global Note bearing the Restricted
Notes Legend.

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

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

                                       13
<PAGE>

         "Restricted Period" with respect to any Restricted Global Note, means
the 40 consecutive days beginning on and including the later of (i) the
commencement of the offering of the Notes to persons other than distributors (as
defined in Regulation S) in reliance on Regulation S and (ii) the date of the
original issuance of the Notes.

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

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

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

         "Rule 501" means Rule 501(a)(1), (2), (3) or (7) under the Securities
Act.

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

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

         "SEC" means the Securities and Exchange Commission.

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

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

         "Senior Subordinated Notes Indenture" means that certain indenture
between the Company and U.S. Bank National Association (formerly State Street
Bank and Trust Company), as trustee, as amended or supplemented from time to
time, relating to the Senior Subordinated Notes.

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

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

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

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

                                       14
<PAGE>

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

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

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

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

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

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

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

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

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

         "Unrestricted Subsidiary" means any Subsidiary of the Company that is
designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a
Board Resolution, but only to the extent that such Subsidiary: (i) has no
Indebtedness other than Non-Recourse Debt, (ii) is a Person with respect

                                       15
<PAGE>

to which neither the Company nor any of its Restricted Subsidiaries has any
direct or indirect obligation (a) to subscribe for additional Equity Interests
or (b) to maintain or preserve such Person's financial condition or to cause
such Person to achieve any specified levels of operating results, (iii) has not
Guaranteed or otherwise directly or indirectly provided credit support for any
Indebtedness of the Company or any of its Restricted Subsidiaries, and (iv) has
at least one director on its board of directors that is not a director or
executive officer of the Company or any of its Restricted Subsidiaries and has
at least one executive officer that is not a director or executive officer of
the Company or any of its Restricted Subsidiaries.

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

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

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

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

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

Section 1.02. Other Definitions.

<TABLE>
<CAPTION>
                                                                                        Defined in
Term                                                                                     Section
----                                                                                     -------
<S>                                                                                     <C>
"Affiliate Transaction"............................................................        4.11
"Asset Sale".......................................................................        4.10
"Asset Sale Offer".................................................................        3.09
"Authentication Order".............................................................        2.02
"Calculation Date" ................................................................        1.01
</TABLE>

                                       16
<PAGE>

<TABLE>
<S>                                                                                        <C>
"Change of Control Offer"..........................................................        4.14
"Change of Control Payment"........................................................        4.14
"Change of Control Payment Date"...................................................        4.14
"Covenant Defeasance"..............................................................        8.03
"DTC" .............................................................................        2.03
"Event of Default".................................................................        6.01
"Excess Proceeds"..................................................................        4.10
"IAI Global Note...................................................................        2.01
"incur"............................................................................        4.09
"Legal Defeasance".................................................................        8.02
"Offer Amount".....................................................................        3.09
"Offer Period".....................................................................        3.09
"Paying Agent".....................................................................        2.03
"Permitted Debt"...................................................................        4.09
"Purchase Agreement" .............................................................         2.01
"Purchase Date"....................................................................        3.09
"Reference Period" ................................................................        4.09
"Registrar"........................................................................        2.03
"Restricted Payments"..............................................................        4.07
"Trustee" .........................................................................        8.05
</TABLE>

Section 1.03. Incorporation by Reference of Trust Indenture Act.

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

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

         "indenture securities" means the Notes;

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

         "indenture to be qualified" means this Indenture;

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

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

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

Section 1.04. Rules of Construction.

         Unless the context otherwise requires:

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

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

                                       17
<PAGE>

         (c) "or" is not exclusive;

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

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

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

                                    ARTICLE 2
                                    THE NOTES

Section 2.01. Form and Dating.

                  (a)      General. The Notes and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit A hereto. The
initial Notes issued on the date hereof (the "Initial Notes") will be (i)
offered and sold by the Company pursuant to the Purchase Agreement dated March
9, 2004 (the "Purchase Agreement") and (ii) distributed initially only to (A)
QIBs in reliance on Rule 144A and (B) Non-U.S. Persons in reliance on Regulation
S. Such Initial Notes may thereafter be transferred to, among others, QIBs,
purchasers in reliance on Regulation S and, except as set forth below, IAIs in
accordance with Rule 501. The Notes may have notations, legends or endorsements
required by law, stock exchange rule or usage. Each Note shall be dated the date
of its authentication. The Notes shall be in denominations of $1,000 and
integral multiples thereof.

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

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

                  (i)      The Notes offered and sold to QIBs in reliance on
         Rule 144A shall be issued initially in the form of one or more 144A
         Global Notes, which shall be deposited with, or on behalf of, DTC, or
         will remain in the custody of the Trustee pursuant to an agreement
         between DTC and the Trustee.

                  (ii)     The Notes offered and sold in reliance on Regulation
         S shall be issued initially in the form of one or more Regulation S
         Global Notes, which shall be deposited with, or on behalf of, a
         custodian for DTC, as described in (i) above, for credit to the
         respective accounts of the purchasers (or to such other accounts as
         they may direct) at Euroclear or Clearstream.

                  (iii)    In connection with the resale of notes to an
         Institutional Accredited Investor, beneficial interests in any of the
         Global Notes may be exchanged for interests in a separate note in
         registered form, without interest coupons (the "IAI Global Note"),
         which will be deposited with, or on behalf of, a custodian for DTC as
         described in (i) and (ii) above.

                                       18
<PAGE>

                  (iv)     Unrestricted Global Notes shall be issued in
         accordance with Section 2.06(b)(v), 2.06(d)(ii), 2.06(d)(iii) and
         2.06(f) and shall be deposited, duly executed by the Company and
         authenticated by the Trustee as hereinafter provided.

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

         Each Global Note shall represent such of the outstanding Notes as shall
be specified therein and each shall provide that it shall represent the
aggregate principal amount of outstanding Notes from time to time endorsed
thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges and redemptions. Any endorsement of a Global Note to reflect
the amount of any increase or decrease in the aggregate principal amount of
outstanding Notes represented thereby shall be made by the Trustee or the
Custodian, at the direction of the Trustee, in accordance with instructions
given by the Holder thereof as required by Section 2.06 hereof.

Section 2.02. Execution and Authentication.

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

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

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

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

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

Section 2.03. Registrar and Paying Agent.

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

                                       19
<PAGE>

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

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

Section 2.04. Paying Agent to Hold Money in Trust.

         The Company shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal, premium or Liquidated Damages, if any, or interest on the Notes, and
will notify the Trustee of any default by the Company in making any such payment
in accordance with Section 2.13. While any such default continues, the Trustee
may require a Paying Agent to pay all money held by it to the Trustee. The
Company at any time may require a Paying Agent to pay all money held by it to
the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than
the Company or a Subsidiary) shall have no further liability for the money. If
the Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in
a separate trust fund for the benefit of the Holders all money held by it as
Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the
Company, the Trustee shall serve as Paying Agent for the Notes.

Section 2.05. Holder Lists.

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

Section 2.06. Transfer and Exchange.

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

                                       20
<PAGE>

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

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

                  (ii)     All Other Transfers and Exchanges of Beneficial
         Interests in Global Notes. In connection with all transfers and
         exchanges of beneficial interests that are not subject to Section
         2.06(b)(i) above, the transferor of such beneficial interest must
         deliver to the Registrar either (A) (1) a written order from a
         Participant or an Indirect Participant given to the Depositary in
         accordance with the Applicable Procedures directing the Depositary to
         credit or cause to be credited a beneficial interest in another Global
         Note in an amount equal to the beneficial interest to be transferred or
         exchanged and (2) instructions given in accordance with the Applicable
         Procedures containing information regarding the Participant account to
         be credited with such increase or (B) (1) a written order from a
         Participant or an Indirect Participant given to the Depositary in
         accordance with the Applicable Procedures directing the Depositary to
         cause to be issued a Definitive Note in an amount equal to the
         beneficial interest to be transferred or exchanged and (2) instructions
         given by the Depositary to the Registrar containing information
         regarding the Person in whose name such Definitive Note shall be
         registered to effect the transfer or exchange referred to in (1) above.
         Upon consummation of an Exchange Offer by the Company in accordance
         with Section 2.06(f) hereof, the requirements of this Section
         2.06(b)(ii) shall be deemed to have been satisfied upon receipt by the
         Registrar of the instructions contained in the Letter of Transmittal
         delivered by the Holder of such beneficial interests in the Restricted
         Global Notes. Upon satisfaction of all of the requirements for transfer
         or exchange of beneficial interests in Global Notes contained in this
         Indenture and the Notes or otherwise applicable under the Securities
         Act, the Trustee shall adjust the principal amount of the relevant
         Global Note(s) pursuant to Section 2.06(h) hereof. Transfers by an
         owner of a beneficial interest in the Rule 144A Global or the IAI
         Global Note to a transferee who takes delivery of such interest through
         the Regulation S Global Note, whether before or after the expiration of
         the Restricted Period, shall be made only upon receipt by the Trustee
         of a certification from the transferor to the effect that such transfer
         is being made in accordance with Regulation S or (if available) Rule
         144 under the Securities Act and that, if such transfer is being made
         prior to the expiration of the Restricted Period, the interest
         transferred shall be held immediately thereafter through Euroclear or
         Clearstream. In the case of a transfer of a beneficial interest in
         either the Regulation S Global Note or the Rule 144A Global Note for an
         interest in the IAI Global Note, the transferee must furnish a signed
         letter substantially in the form of Exhibit D to the Trustee.

                  (iii)    Restrictions on Transfer of Regulation S Global Note

                           (A)      Prior to the expiration of the Restricted
                  Period, interests in the Regulation S Global Note may only be
                  held through Euroclear or Clearstream. Prior to

                                       21
<PAGE>

                  the expiration of the Restricted Period, transfers by an owner
                  of a beneficial interest in the Regulation S Global Note to a
                  transferee who takes delivery of such interest through the
                  Rule 144A Global Note or the IAI Global Note shall be made
                  only in accordance with Applicable Procedures and upon receipt
                  by the Trustee of a written certification from the transferor
                  of the beneficial interest in the form provided by Exhibit B
                  or as otherwise provided by the Company in accordance with
                  applicable law to the effect that such transfer is being made
                  to (i) a person whom the transferor reasonably believes is a
                  QIB within the meaning of Rule 144A in a transaction meeting
                  the requirements of Rule 144A or (ii) an IAI purchasing for
                  its own account, or for the account of such an IAI, in a
                  minimum principal amount of the Notes of $250,000. Such
                  written certification shall not be required after the
                  expiration of the Restricted Period. In the case of a transfer
                  of a beneficial interest in the Regulation S Global Note for
                  an interest in the IAI Global Note, the transferee must
                  furnish a signed letter substantially in the form of Exhibit D
                  to the Trustee.

                           (B)      Upon the expiration of the Restricted
                  Period, beneficial ownership interests in the Regulation S
                  Global Note shall be transferable in accordance with
                  applicable law and the other terms of this Indenture.

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

                  (v)      Transfer and Exchange of Beneficial Interests in
         Global Notes to Definitive Notes. In the event that a Global Note is
         exchanged for Definitive Notes in accordance with the terms of this
         Indenture prior to the consummation of the Registered Exchange Offer or
         the effectiveness of the Shelf Registration Statement with respect to
         such Notes, such Notes may be exchanged only in accordance with such
         procedures as are substantially consistent with the provisions of this
         Section 2.06(c), (d) and (e) (including the certification requirements
         set forth therein intended to ensure that such transfers comply with
         Rule 144A, Regulation S or such other applicable exemption from
         registration under the Securities Act, as the case may be) and such
         other procedures as may from time to time be adopted by the Company
         reasonably necessary to comply with applicable law.

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

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

                                       22
<PAGE>

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

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

                           (D)      the Registrar receives the following:

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

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

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

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

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

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

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

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

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

                                       23
<PAGE>

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

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

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

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

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

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

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

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

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

                                       24
<PAGE>

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

                           (D)      the Registrar receives the following:

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

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

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

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

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

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

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

                                       25
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

                           (D)      the Registrar receives the following:

                                       26
<PAGE>

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

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

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

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

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

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

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

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

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

                                       27
<PAGE>

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

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

                  (ii)     Restricted Definitive Notes to Unrestricted
         Definitive Notes. Any Restricted Definitive Note may be exchanged by
         the Holder thereof for an Unrestricted Definitive Note or transferred
         to a Person or Persons who take delivery thereof in the form of an
         Unrestricted Definitive Note if:

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

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

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

                           (D)      the Registrar receives the following:

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

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

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

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

                                       28
<PAGE>

         the Registrar shall register the Unrestricted Definitive Notes pursuant
         to the instructions from the Holder thereof.

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

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

                  (i)      Restricted Notes Legend.

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

"THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS NOTE BY
ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE,
PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS
AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND LAST DATE ON WHICH THE
COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR ANY
PREDECESSOR OF SUCH NOTE), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A
REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE
144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES
IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR
ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D)
PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE
MEANING OF REGULATION S UNDER THE SECURITIES ACT (E) TO AN "ACCREDITED INVESTOR"
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT
THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE NOTE FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH
CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE

                                       29
<PAGE>

NOTES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER
OF SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT
OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR
(F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE
REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE."

                           (B)      Notwithstanding the foregoing, any Global
                  Note or Definitive Note issued pursuant to subparagraphs
                  (b)(v), (c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii),
                  (e)(iii) or (f) to this Section 2.06 (and all Notes issued in
                  exchange therefor or substitution thereof) shall not bear the
                  Restricted Notes Legend.

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

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

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

                  (i)      General Provisions Relating to Transfers and
Exchanges.

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

                   (ii)     No service charge shall be made to a holder of a
         beneficial interest in a Global Note or to a Holder of a Definitive
         Note for any registration of transfer or exchange, but the

                                       30
<PAGE>

         Company may require payment of a sum sufficient to cover any transfer
         tax or similar governmental charge payable in connection therewith
         (other than any such transfer taxes or similar governmental charge
         payable upon exchange or transfer pursuant to Sections 2.10, 3.06,
         3.09, 4.10, 4.14 and 9.05 hereof).

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

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

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

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

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

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

Section 2.07. Replacement Notes.

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

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

Section 2.08. Outstanding Notes.

         The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the
Trustee in accordance with the provisions hereof, and those described in this
Section as

                                       31
<PAGE>

not outstanding. Except as set forth in Section 2.09 hereof, a Note does not
cease to be outstanding because the Company or an Affiliate of the Company holds
the Note.

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

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

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

Section 2.09. Treasury Notes.

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

Section 2.10. Temporary Notes.

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

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

Section 2.11. Cancellation.

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

Section 2.12. Defaulted Interest.

         If the Company defaults in a payment of interest on the Notes, it shall
pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01 hereof. The Company shall notify the Trustee in writing of
the amount of defaulted interest proposed to be paid on each Note and the date
of the proposed payment. The Company shall fix or cause to be fixed each such
special record date and payment date, provided that no such special record date
shall

                                       32
<PAGE>

be less than 10 days prior to the related payment date for such defaulted
interest. At least 15 days before the special record date, the Company (or, upon
the written request of the Company, the Trustee in the name and at the expense
of the Company) shall mail or cause to be mailed to Holders a notice that states
the special record date, the related payment date and the amount of such
interest to be paid.

Section 2.13. Liquidated Damages.

         If liquidated Damages are payable by the Company pursuant to Section 5
of the Registration Rights Agreement, the Company shall deliver to the Trustee a
certificate to that effect stating (i) the amount of such Liquidated Damages
that are payable and (ii) the date on which such damages are payable. Unless and
until a Responsible Officer of the Trustee receives such a certificate or
instruction or direction from the Holders in accordance with the terms of the
Indenture, the Trustee may assume without inquiry that no Liquidated Damages are
payable. The foregoing shall not prejudice the rights of the Holders with
respect to their entitlement to liquidated damages as otherwise set forth in the
Indenture and pursuing any action against the Company directly or otherwise
directing the Trustee to take any such action in accordance with the terms of
the Indenture. If the Company has paid Liquidated Damages directly to the
persons entitled to them, the Company shall deliver to the Trustee a certificate
setting forth the particulars of such payment.

                                    ARTICLE 3
                            REDEMPTION AND REPAYMENT

Section 3.01. Notices to Trustee.

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

Section 3.02. Selection of Notes to Be Redeemed.

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

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

                                       33
<PAGE>

Section 3.03. Notice of Redemption

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

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

           (a)      the redemption date;

           (b)      the redemption price;

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

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

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

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

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

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

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

Section 3.04. Effect of Notice of Redemption.

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

Section 3.05. Deposit of Redemption Price.

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

                                       34
<PAGE>

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

Section 3.06. Notes Redeemed in Part.

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

Section 3.07. Optional Redemption.

         (a)      Except as set forth in paragraphs (b) and (c) below, the Notes
will not be redeemable at the option of the Company prior to March 15, 2011.

         (b)      The Notes are subject to redemption, as a whole or in part, at
the election of the Company, at a price equal to the sum of (i) 100% of the
principal amount thereof plus accrued interest to the redemption date plus (ii)
the Make-Whole Amount, if any.

         (b)      At any time, and from time to time, prior to March 15, 2007,
the Company may redeem up to a maximum of 35% of the aggregate principal amount
of the Notes issued hereunder with the proceeds of one or more Equity Offerings
at a redemption price (expressed as a percentage of principal amount) equal to
107.125% of the principal amount thereof, plus accrued and unpaid interest to
the redemption date (subject to the rights of Holders of record on the relevant
interest record date to receive interest due on the relevant interest payment
date); provided, however, that after giving effect to such redemption, at least
65% of the original aggregate principal amount of the Notes (excluding Notes
held by the Company and its Subsidiaries) remains outstanding. Any such
redemption shall be made within 45 days of the closing of such Equity Offering.

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

Section 3.08. No Mandatory Redemption.

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

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

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

                                       35
<PAGE>

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

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

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

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

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

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

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

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

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

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

                  (h)      that, if the aggregate principal amount of Notes
surrendered by Holders and Indebtedness that is pari passu with the Notes
containing provisions similar to Section 4.10 exceeds the Offer Amount, the
Company shall select the Notes and such other pari passu Indebtedness to be

                                       36
<PAGE>

purchased on a pro rata basis (with such adjustments as may be deemed
appropriate by the Company so that only Notes in denominations of $1,000, or
integral multiples thereof, shall be purchased); and

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

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

                                    ARTICLE 4
                                    COVENANTS

Section 4.01. Payment of Notes.

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

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

Section 4.02. Maintenance of Office or Agency.

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

                                       37
<PAGE>

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

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

Section 4.03. Reports.

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

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

Section 4.04. Compliance Certificate.

                  (a)      The Company and each Guarantor (to the extent that
such Guarantor is so required under the TIA) shall deliver to the Trustee,
within 90 days after the end of each fiscal year, an Officers' Certificate
stating that a review of the activities of the Company and its Subsidiaries
during the preceding fiscal year has been made under the supervision of the
signing Officers with a view to determining whether the Company has kept,
observed, performed and fulfilled its obligations under this Indenture, and
further stating, as to each such Officer signing such certificate, that to the
best of his or her knowledge the Company has kept, observed, performed and
fulfilled each and every covenant contained in this Indenture and is not in
default in the performance or observance of any of the terms, provisions and
conditions of this Indenture (or, if a Default or Event of Default shall have
occurred, describing all such Defaults or Events of Default of which he or she
may have knowledge and what action the Company is taking or proposes to take
with respect thereto) and that to the best of his or her knowledge no event has
occurred and remains in existence by reason of which payments on account of the
principal of or interest, if any, on the Notes is prohibited or if such event
has occurred, a description of the event and what action the Company is taking
or proposes to take with respect thereto.

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

                                       38
<PAGE>

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

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

Section 4.05. Taxes.

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

Section 4.06. Stay, Extension and Usury Laws.

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

Section 4.07. Restricted Payments.

         The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make
any other payment or distribution on account of the Company's or any of its
Restricted Subsidiaries' Equity Interests (including, without limitation, any
payment in connection with any merger or consolidation involving the Company or
any of its Restricted Subsidiaries) or to the direct or indirect holders of the
Company's or any of its Restricted Subsidiaries' Equity Interests in their
capacity as such (other than dividends or distributions payable in Equity
Interests (other than Disqualified Stock) of the Company or to the Company or a
Restricted Subsidiary of the Company), (ii) purchase, redeem or otherwise
acquire or retire for value (including, without limitation, in connection with
any merger or consolidation involving the Company) any Equity Interests of the
Company or any direct or indirect parent of the Company or any Restricted
Subsidiary of the Company (other than any such Equity Interests owned by the
Company or any Restricted Subsidiary of the Company), (iii) make any payment on
or with respect to, or purchase, redeem, defease or otherwise acquire or retire
for value any Indebtedness that is subordinated to the Notes, including the
Senior Subordinated Notes, except a payment of interest or principal at the
Stated Maturity thereof, or (iv) make any Restricted Investment (all such
payments and other actions set forth in clauses (i) through (iv) above being
collectively referred to as "Restricted Payments"), unless, at the time of and
after giving effect to such Restricted Payment:

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

                                       39
<PAGE>

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

                  (c)      such Restricted Payment, together with the aggregate
amount of all other Restricted Payments made by the Company and its Restricted
Subsidiaries after the Issue Date (excluding Restricted Payments permitted by
clauses (ii), (iii), (iv), (vii) and (ix) of the next succeeding paragraph), is
less than the sum, without duplication, of (i) 50% of the Consolidated Net
Income of the Company for the period (taken as one accounting period) from the
beginning of the fiscal quarter commencing on April 1, 2003 to the end of the
Company's most recently ended fiscal quarter for which internal financial
statements are available at the time of such Restricted Payment (or, if such
Consolidated Net Income for such period is a deficit, less 100% of such
deficit), plus (ii) 100% of the aggregate net cash proceeds received by the
Company since May 8, 2003 as a contribution to its common equity capital or from
the issue or sale of Equity Interests of the Company (other than Disqualified
Stock) (other than Equity Interests (or Disqualified Stock or debt securities)
sold to a Subsidiary of the Company), plus (iii) to the extent that any
Restricted Investment that was made after the Issue Date is sold for cash or
otherwise liquidated or repaid for cash, the lesser of (A) the cash return of
capital with respect to such Restricted Investment (less the cost of
disposition, if any) and (B) the initial amount of such Restricted Investment,
plus (iv) the amount by which (A) Indebtedness (other than Disqualified Stock)
of the Company or any Restricted Subsidiary issued after the Issue Date is
reduced on the Company's consolidated balance sheet (if prepared in accordance
with GAAP as of the date of determination) and (B) Disqualified Stock of the
Company issued after the Issue Date (held by any Person other than any
Restricted Subsidiary) is reduced (measured with reference to its redemption or
repurchase price), in each case, as a result of the conversion or exchange of
any such Indebtedness or Disqualified Stock into Equity Interests (other than
Disqualified Stock) of the Company, less, in each case, any cash distributed by
the Company upon such conversion or exchange, plus (v) to the extent that any
Investment in any Unrestricted Subsidiary that was made after the Issue Date is
sold for cash or otherwise liquidated, repaid for cash or such Unrestricted
Subsidiary is converted into a Restricted Subsidiary, the lesser of (A) an
amount equal to the sum of (I) the net reduction in Investments in Unrestricted
Subsidiaries resulting from dividends, repayments of loans or advances or other
transfers of assets, in each case to the Company or any Restricted Subsidiary
from Unrestricted Subsidiaries, and (II) the fair market value of the net assets
of an Unrestricted Subsidiary at the time such Unrestricted Subsidiary is
designated a Restricted Subsidiary, and (B) the remaining amount of the
Investment in such Unrestricted Subsidiary which has not been repaid or
converted into cash or assets.

         The preceding provisions will not prohibit: (i) the payment of any
dividend within 60 days after the date of declaration thereof, if at the date of
declaration no Default has occurred and is continuing or would be caused thereby
and such payment would have complied with the provisions of this Indenture, (ii)
the making of any payment on or with respect to, or in connection with, the
redemption, repurchase, retirement, defeasance or other acquisition of, any
Indebtedness of the Company or any Restricted Subsidiary that is subordinated to
the Notes or of any Equity Interests of the Company or any Restricted Subsidiary
in exchange for, or out of the net cash proceeds of the substantially concurrent
sale (other than to a Subsidiary of the Company) of, Equity Interests (other
than Disqualified Stock) of the Company or any subordinated Indebtedness of the
Company; provided that the amount of any such net cash proceeds that are
utilized for any such redemption, repurchase, retirement, defeasance or other
acquisition shall be excluded from clause (c)(ii) of the preceding paragraph,
(iii) the making of any payment on or with respect to, or in connection with,
the defeasance, redemption, repurchase or other acquisition of Indebtedness of
the Company or any Restricted Subsidiary that is subordinated to the Notes with
the net cash proceeds from the incurrence of Permitted Refinancing Indebtedness,
(iv) the payment of any dividend by a Restricted Subsidiary of the Company to
the holders of its common Capital Stock on a pro

                                       40
<PAGE>

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

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

Section 4.08. Dividend and Other Payment Restrictions Affecting Subsidiaries.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or permit to exist or become
effective any encumbrance or restriction on the ability of any Restricted
Subsidiary to (a)(i) pay dividends or make any other distributions to the
Company or any of its Restricted Subsidiaries (A) on its Capital Stock or (B)
with respect to any other interest or participation in, or measured by, its
profits or (ii) pay any indebtedness owed to the Company or any of its
Restricted Subsidiaries, (b) make loans or advances to the Company or any of its
Restricted Subsidiaries or (c) transfer any of its properties or assets to the
Company or any of its Restricted Subsidiaries, except for such encumbrances or
restrictions existing under or by reasons of (i) Existing Indebtedness as in
effect on the date hereof and any amendments, modifications, restatements,
renewals, increases, supplements,

                                       41
<PAGE>

refundings, replacements or refinancings thereof, provided that such amendments,
modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings are no more restrictive, taken as a whole, with
respect to such dividend and other payment restrictions than those contained in
such Existing Indebtedness, as in effect on the date hereof, (ii) this Indenture
and the Notes, (iii) applicable law, (iv) any instrument governing Indebtedness
or Capital Stock of a Person acquired by the Company or any of its Restricted
Subsidiaries as in effect at the time of such acquisition (except to the extent
such Indebtedness was incurred in connection with or in contemplation of such
acquisition), which encumbrance or restriction is not applicable to any Person,
or the properties or assets of any Person, other than the Person, or the
property or assets of the Person, so acquired, provided that, in the case of
Indebtedness, such Indebtedness was permitted by the terms of this Indenture to
be incurred, (v) customary non-assignment provisions in leases, licenses and
other contracts entered into in the ordinary course of business and consistent
with past practices, (vi) purchase money obligations or Capital Lease
Obligations for property acquired in the ordinary course of business that impose
restrictions on the property so acquired of the nature described in clause (c)
above, (vii) any agreement for the sale or other disposition of a Restricted
Subsidiary that restricts dividends, distributions, loans, advances or transfers
by such Restricted Subsidiary pending its sale or other disposition, (viii)
Permitted Refinancing Indebtedness, provided that the restrictions contained in
the agreements governing such Permitted Refinancing Indebtedness are no more
restrictive, taken as a whole, than those contained in the agreements governing
the Indebtedness being refinanced, (ix) agreements entered into with respect to
Liens securing Indebtedness otherwise permitted to be incurred pursuant to the
provisions of Section 4.12 hereof that limit the right of the Company or any of
its Restricted Subsidiaries to dispose of the assets subject to such Lien, (x)
provisions with respect to the disposition or distribution of assets or property
in joint venture agreements and other similar agreements entered into in the
ordinary course of business, (xi) restrictions on cash or other deposits or net
worth imposed by customers under contracts entered into in the ordinary course
of business, (xii) any Receivables Program, and (xiii) any restriction imposed
pursuant to contracts for the sale of assets with respect to the transfer of the
assets to be sold pursuant to such contract.

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

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

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

                  (i)      the incurrence by the Company and any Restricted
         Subsidiary of any Permitted Bank Debt; provided that the aggregate
         principal amount of all Permitted Bank Debt at any one

                                       42
<PAGE>

         time outstanding shall not exceed $100.0 million plus 85% of the
         consolidated accounts receivable of the Company plus 50% of the
         consolidated inventory of the Company;

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

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

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

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

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

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

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

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

                                       43
<PAGE>

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

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

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

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

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

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

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

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

                                       44
<PAGE>

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

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

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

Section 4.10. Asset Sales.

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

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

         Within 365 days after the receipt of any Net Proceeds from any Asset
Sale, the Company (or such Restricted Subsidiary) may apply such Net Proceeds
from such Asset Sale, at its option, either (a) to repay Permitted Bank Debt,
and if such Permitted Bank Debt is revolving debt, to effect a corresponding
commitment reduction thereunder, (b) to acquire all or substantially all of the
assets of, or a majority of the Voting Stock of, another Permitted Business, (c)
to make a capital expenditure, or (d) to acquire any other long-term assets that
are used or useful in a Permitted Business. Pending the final application of any
such Net Proceeds, the Company (or such Restricted Subsidiary) may temporarily
reduce revolving credit borrowings or otherwise invest such Net Proceeds in any
manner that is not prohibited by this Indenture. Any Net Proceeds from such
Asset Sale that are not finally applied or invested as provided in the first
sentence of this paragraph will be deemed to constitute "Excess Proceeds."
Within five days of each date on which the aggregate amount of Excess Proceeds
exceeds $10 million, the Company shall

                                       45
<PAGE>

commence a pro rata Asset Sale Offer pursuant to Section 3.09 hereof to purchase
the maximum principal amount of Notes that may be purchased out of the Excess
Proceeds at an offer price in cash in an amount equal to 100% of the principal
amount thereof plus accrued and unpaid interest and Liquidated Damages thereon,
if any, to the date fixed for the closing of such offer, in accordance with the
procedures set forth in Section 3.09 hereof. To the extent that the aggregate
amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess
Proceeds, the Company (or such Subsidiary) may use such deficiency for any
purpose not otherwise prohibited by this Indenture. Upon completion of such
offer to purchase, the amount of Excess Proceeds will be deemed to be reset at
zero.

Section 4.11. Transactions with Affiliates.

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

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

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

                                       46
<PAGE>

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

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

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

                  (d)      any Affiliate Transactions pursuant to which the
Company makes short-term advances or otherwise makes short-term loans to Anam
Semiconductor, Inc., which advances or loans are to be repaid by Anam
Semiconductor, Inc. (i) within three months from the date of such advance or
loan and (ii) by offsets by the Company of amounts payable by the Company to
Anam Semiconductor, Inc. pursuant to the Supply 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 $50.0 million; and

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

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

Section 4.12. Liens.

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

Section 4.13. Corporate Existence.

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

                                       47
<PAGE>

Section 4.14. Offer to Repurchase Upon Change of Control.

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

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

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

                                       48
<PAGE>

Section 4.15. Amendment of Subordination Provisions.

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

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

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

Section 4.17. Payments for Consent.

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

Section 4.18. Subsidiary Guarantees.

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

Section 4.19. Designation of Restricted and Unrestricted Subsidiaries.

         The Board of Directors of the Company may designate any Restricted
Subsidiary to be an Unrestricted Subsidiary so long as such designation would
not cause a Default hereunder. If a Restricted Subsidiary is designated as an
Unrestricted Subsidiary, all outstanding Investments owned by the Company and
its Restricted Subsidiaries in the Subsidiary so designated will be deemed to be
an Investment made as of the time of such designation and will reduce the amount
available for Restricted

                                       49
<PAGE>

Payments under the first paragraph of Section 4.07 hereof or Permitted
Investments, as applicable. All such outstanding Investments will be valued at
their fair market value at the time of such designation. That designation will
only be permitted if such Restricted Payment would be permitted at that time and
if such Restricted Subsidiary otherwise meets the definition of an Unrestricted
Subsidiary. The Board of Directors may redesignate any Unrestricted Subsidiary
to be a Restricted Subsidiary if the redesignation would not cause a Default
hereunder.

Section 4.20. Limitation on Sale and Leaseback Transactions.

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

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

                                   ARTICLE 5
                                   SUCCESSORS

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

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

                                       50
<PAGE>

to a sale, assignment, transfer, conveyance or other disposition of assets by
the Company to any of its Wholly Owned Restricted Subsidiaries.

Section 5.02. Successor Corporation Substituted.

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

                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

Section 6.01. Events of Default.

         An "Event of Default" occurs if:

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

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

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

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

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

                  (f)      a final judgment or final judgments for the payment
of money are entered by a court or courts of competent jurisdiction against the
Company or any of its Significant Subsidiaries or any

                                       51
<PAGE>

group of Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary and such judgment or judgments remain undischarged for a period
(during which execution shall not be effectively stayed) of 60 days, provided
that the aggregate of all such undischarged judgments exceeds $10 million (other
than amounts covered by insurance);

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

                    (i)      commences a voluntary case,

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

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

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

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

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

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

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

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

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

Section 6.02. Acceleration.

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

                                       52
<PAGE>

principal, interest or premium that has become due solely because of the
acceleration) have been cured or waived.

Section 6.03. Other Remedies.

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

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

Section 6.04. Waiver of Past Defaults.

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

Section 6.05. Control by Majority.

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

Section 6.06. Limitation on Suits.

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

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

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

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

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

                                       53
<PAGE>

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

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

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

         Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal, premium and Liquidated
Damages, if any, and interest on the Note, on or after the respective due dates
expressed in the Note (including in connection with an offer to purchase), or to
bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of such Holder.

Section 6.08. Collection Suit by Trustee.

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

Section 6.09. Trustee May File Proofs of Claim.

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

Section 6.10. Priorities.

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

                                       54
<PAGE>

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

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

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

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

Section 6.11. Undertaking for Costs.

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

                                    ARTICLE 7
                                     TRUSTEE

Section 7.01. Duties of Trustee.

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

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

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

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

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

                                       55
<PAGE>

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

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

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

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

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

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

Section 7.02. Rights of Trustee.

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

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

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

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

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

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

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<PAGE>

Section 7.03. Individual Rights of Trustee.

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

Section 7.04. Trustee's Disclaimer.

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

Section 7.05. Notice of Defaults.

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

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

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

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

Section 7.07. Compensation and Indemnity.

         The Company shall pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder, as the
parties shall agree in writing from time to time. The Trustee's compensation
shall not be limited by any law on compensation of a trustee of an express
trust. The Company shall reimburse the Trustee promptly upon request for all
reasonable disbursements, advances and expenses incurred or made by it in
addition to the compensation for its services. Such expenses shall include the
reasonable compensation, disbursements and expenses of the Trustee's agents and
counsel.

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<PAGE>

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

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

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

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

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

Section 7.08. Replacement of Trustee.

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

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

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

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

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

                  (d)      the Trustee becomes incapable of acting.

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

                                       58
<PAGE>

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

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

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

Section 7.09. Successor Trustee by Merger, etc.

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

Section 7.10. Eligibility; Disqualification.

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

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

Section 7.11. Preferential Collection of Claims Against Company.

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

                                   ARTICLE 8
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

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

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

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<PAGE>

Section 8.02. Legal Defeasance and Discharge.

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

Section 8.03. Covenant Defeasance.

         Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be released from its
obligations under the covenants contained in Sections 4.07, 4.08, 4.09, 4.10,
4.11, 4.12, 4.14, 4.15, 4.16, 4.17, 4.18, 4.19 and 4.20 hereof and clause (iv)
of Section 5.01 hereof with respect to the outstanding Notes on and after the
date the conditions set forth in Section 8.04 are satisfied (hereinafter,
"Covenant Defeasance"), and the Notes shall thereafter be deemed not
"outstanding" for the purposes of any direction, waiver, consent or declaration
or act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed "outstanding" for all other purposes
hereunder (it being understood that such Notes shall not be deemed outstanding
for accounting purposes). For this purpose, Covenant Defeasance means that, with
respect to the outstanding Notes, the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such
covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a Default or an Event of Default under
Section 6.01 hereof, but, except as specified above, the remainder of this
Indenture and such Notes shall be unaffected thereby. In addition, upon the
Company's exercise under Section 8.01 hereof of the option applicable to this
Section 8.03 hereof, subject to the satisfaction of the conditions set forth in
Section 8.04 hereof, Sections 6.01(c) through 6.01(f) hereof shall not
constitute Events of Default.

Section 8.04. Conditions to Legal or Covenant Defeasance.

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

         In order to exercise either Legal Defeasance or Covenant Defeasance:

                  (a)      the Company must irrevocably deposit with the
Trustee, in trust, for the benefit of the Holders, cash in United States
dollars, non-callable Government Securities, or a combination thereof,

                                       60
<PAGE>

in such amounts as will be sufficient, in the opinion of a nationally recognized
firm of independent public accountants, to pay the principal of, premium and
Liquidated Damages, if any, and interest on the outstanding Notes on the stated
date for payment thereof or on the applicable redemption date, as the case may
be and the Company must specify whether the Notes are being defeased to maturity
or to a particular redemption date;

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

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

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

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

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

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

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

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

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

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

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

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

Section 8.06. Repayment to Company.

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

Section 8.07. Reinstatement.

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

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Company shall be subrogated to the rights of the Holders of such Notes to
receive such payment from the money held by the Trustee or Paying Agent.

                                    ARTICLE 9
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01. Without Consent of Holders of Notes.

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

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

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

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

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

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

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

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

Section 9.02. With Consent of Holders of Notes.

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

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<PAGE>

offer for, or purchase of, the Notes). Section 2.08 hereof shall determine which
Notes are considered to be "outstanding" for purposes of this Section 9.02.

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

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

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

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

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

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

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

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

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

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

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

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

Section 9.03. Compliance with Trust Indenture Act.

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

Section 9.04. Revocation and Effect of Consents.

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

Section 9.05. Notation on or Exchange of Notes.

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

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

Section 9.06. Trustee to Sign Amendments, etc.

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

                                   ARTICLE 10
                                 NOTE GUARANTEES

Section 10.01. Guarantee.

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

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<PAGE>

performed, all in accordance with the terms hereof and thereof, and (b) in case
of any extension of time of payment or renewal of any Notes or any of such other
obligations, that same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise. Failing payment when due of any amount
so guaranteed or any performance so guaranteed for whatever reason, the
Guarantors shall be jointly and severally obligated to pay the same immediately.
Each Guarantor agrees that this is a guarantee of payment and not a guarantee of
collection.

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

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

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

Section 10.02. Limitation on Guarantor Liability.

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

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<PAGE>

Section 10.03. Execution and Delivery of Note Guarantee.

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

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

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

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

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

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

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

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

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

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

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<PAGE>

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

Section 10.05. Releases Following Sale of Assets.

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

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

                                   ARTICLE 11
                                  MISCELLANEOUS

Section 11.01. Trust Indenture Act Controls.

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

Section 11.02. Notices.

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

         If to the Company and/or any Guarantor:

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

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<PAGE>

         With a copy to:

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

         If to the Trustee:

         Wells Fargo Bank, N.A.
         MAC N9303-120
         Sixth Street and Marquette Avenue
         Minneapolis, MN 55479

         (Amkor Technology, Inc. 7-1/8 Senior Notes due March 15, 2011)

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

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

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

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

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

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

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

Section 11.04. Certificate and Opinion as to Conditions Precedent.

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

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<PAGE>

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

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

Section 11.05. Statements Required in Certificate or Opinion.

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

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

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

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

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

Section 11.06. Rules by Trustee and Agents.

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

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

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

Section 11.08. Governing Law, Consent to Jurisdiction and Service of Process

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

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<PAGE>

Section 11.09. Agent for Service; Submission to Jurisdiction.

         Each of the parties hereto irrevocably agrees that any suit, action or
proceeding arising out of or relating to this Indenture or the Notes, or brought
under federal or state securities laws or brought by the Trustee, may be
instituted in any federal or state court in the State of New York, borough of
Manhattan. The Company has irrevocably appointed Corporation Service Company,
located at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19898-1660, as
its agent (the "Authorized Agent") for service of process in any suit, action or
proceeding arising out of or relating to this Indenture and the Notes, or
brought under federal or state securities laws or brought by the Trustee, that
may be instituted in federal or state courts in the State of New York, borough
of Manhattan. The Company expressly consents to the jurisdiction of any such
court in respect of such action and waives any other requirements or objections
to personal jurisdiction with respect thereto. Such appointment shall be
irrevocable unless and until replaced by an agent reasonably acceptable to the
Trustee. The Company agrees to take any and all action, including the filing of
any and all documents and instruments, that may be necessary to continue such
appointment in full force and effect as aforesaid. Service of process upon the
Authorized Agent and written notice of such service to the Company shall be
deemed, in every respect, effective service of process upon the Company.

Section 11.10. No Adverse Interpretation of Other Agreements.

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

Section 11.11. Successors.

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

Section 11.12. Severability.

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

Section 11.13. Counterpart Originals.

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

Section 11.14. Table of Contents, Headings, etc.

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

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<PAGE>

Section 11.15. Designated Senior Debt.

         The Notes shall be "Designated Senior Debt" for purposes of the
indenture governing the Company's 5.75% convertible subordinated notes due 2006,
5.00% convertible subordinated notes due 2007 and the Senior Subordinated Notes.

                         [Signatures on following page]

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<PAGE>

                                   SIGNATURES

Dated as of March 12, 2004

                                            AMKOR TECHNOLOGY, INC.

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

Attest:

/s/ Kevin J. Heron
---------------------------------------
Name: Kevin J. Heron
Title: Senior Vice President, Secretary
       and General Counsel

                                            WELLS FARGO BANK, N.A.

                                            By: /s/ Jane Schweiger
                                                -------------------------------
                                            Name:  Jane Y. Schweiger
                                            Title: Vice President

<PAGE>

                                                                       EXHIBIT A

                                 [Face of Note]
________________________________________________________________________________

                                                                    CUSIP_______

                     7-1/8% Senior Notes due March 15, 2011

No. ___ $____________

                             AMKOR TECHNOLOGY, INC.

promises to pay to _____________________________________________________________

or registered assigns,

the principal sum of ___________________________________________________________

Dollars on March 15, 2011

Interest Payment Dates: March 15 and September 15

Record Dates: March 1 and September 1

Dated: March 12, 2004

                                       A-1
<PAGE>

                                                                       EXHIBIT A

         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:  March 12, 2004     AMKOR TECHNOLOGY, INC.

                                    By:_________________________________________
                                    Name:  Bruce Freyman
                                    Title: President and Chief Operating Officer

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

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

WELLS FARGO BANK, N.A.,
as Trustee

By: __________________________________
         Authorized Signatory

________________________________________________________________________________

                                      A-2
<PAGE>

                                                                       EXHIBIT A

                                 [Back of Note]
                     7-1/8% Senior Notes due March 15, 2011

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

[Insert the Restricted Notes Legend, if applicable pursuant to the provisions of
the Indenture]

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

         1.       INTEREST. Amkor Technology, Inc., a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Note at
7-1/8% per annum from March 12, 2004 until maturity and shall pay the Liquidated
Damages payable pursuant to Section 5 of the Registration Rights Agreement
referred to below. The Company will pay interest and Liquidated Damages
semi-annually in arrears on March 15 and September 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 September 15, 2004. The Company shall
pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at a rate that is 1% per annum in excess of the rate then in effect; it
shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Liquidated Damages
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful. Interest will be computed on the basis of a
360-day year of twelve 30-day months.

         2.       METHOD OF PAYMENT. The Company will pay interest on the Notes
(except defaulted interest) and Liquidated Damages to the Persons who are
registered Holders of Notes at the close of business on the March 1 or September
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, premium and Liquidated Damages, if
any, and interest at the office or agency of the Company maintained for such
purpose within or without the City and State of New York, or, at the option of
the Company, payment of interest and Liquidated Damages may be made by check
mailed to the Holders at their addresses set forth in the register of Holders,
and provided that payment by wire transfer of immediately available funds will
be required with respect to principal of and interest, premium and Liquidated
Damages on, all Global Notes and all other Notes the Holders of which shall have
provided wire transfer instructions to the Company or the Paying Agent. Such
payment shall be in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts.

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

         4.       INDENTURE. The Company issued the Notes under an Indenture
dated as of March 12, 2004 ("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

                                       A-3
<PAGE>

                                                                       EXHIBIT A

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 $250.0 million
in aggregate principal amount.

         5.       OPTIONAL REDEMPTION.

         (a) Except as set forth in clauses (b) and (c) of this paragraph 5, the
Notes will not be redeemable at the option of the Company prior to March 15,
2011.

         (b) The Notes are subject to redemption, as a whole or in part, at the
election of the Company, at a price equal to the sum of (i) 100% of the
principal amount thereof plus accrued interest to the redemption date plus (ii)
the Make-Whole Amount, if any.

         (b) At any time, and from time to time, prior to March 15, 2007, the
Company may redeem up to a maximum of 35% of the aggregate principal amount of
the Notes issued under the Indenture with the proceeds of one or more Equity
Offerings at a redemption price (expressed as a percentage of principal amount)
equal to 107.125% of the principal amount thereof, plus accrued and unpaid
interest to the redemption date (subject to the rights of Holders of record on
the relevant interest record date to receive interest due on the relevant
interest payment date); provided, however, that after giving effect to such
redemption, at least 65% of the original aggregate principal amount of the Notes
(excluding Notes held by the Company and its Subsidiaries) remains outstanding.
Any such redemption shall be made within 45 days of the closing of such Equity
Offering.

         6.       NO MANDATORY REDEMPTION.

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

         7.       REPURCHASE AT OPTION OF HOLDER.

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

         (b) If the Company or a Subsidiary consummates any Asset Sales, within
five days of each date on which the aggregate amount of Excess Proceeds exceeds
$10 million, the Company shall commence an offer to all Holders of Notes and all
holders of other Indebtedness that is pari passu with the Notes containing
provisions similar to Section 4.10 of the Indenture (as "Asset Sale Offer")
pursuant to Section 3.09 of the Indenture to purchase the maximum principal
amount of Notes and such pari passu Indebtedness that may be purchased out of
the Excess Proceeds at an offer price in cash in an amount equal to 100% of the
principal amount thereof plus accrued and unpaid interest and Liquidated Damages
thereon, if any, to the date fixed for the closing of such offer, in accordance
with the procedures set forth in the Indenture. To the extent that the aggregate
amount of Notes 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

                                       A-4
<PAGE>

                                                                       EXHIBIT A

aggregate principal amount of Notes surrendered by Holders thereof plus the
amount of any pari passu Indebtedness surrendered by the holders thereof exceeds
the amount of Excess Proceeds, the Trustee shall select the Notes to be
purchased on a pro rata basis. Holders of Notes that are the subject of an offer
to purchase will receive an Asset Sale Offer from the Company prior to any
related purchase date and may elect to have such Notes purchased by completing
the form entitled "Option of Holder to Elect Purchase" on the reverse of the
Notes.

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

         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 or Liquidated Damages on the
Notes; (ii) default in payment when due of principal of or premium, if any, on
the Notes when the same becomes due and payable at maturity, upon redemption
(including in connection with an offer to purchase) or otherwise, (iii) failure
by the Company to comply with Section 4.10 or 4.14 of the Indenture; (iv)
failure by the Company for 60 days after notice to the Company by the Trustee or
the Holders of at least 25% in principal amount of the Notes 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

                                      A-5
<PAGE>

                                                                       EXHIBIT A

Indenture or the Notes except as provided in the Indenture. Subject to certain
limitations, Holders of a majority in principal amount of the then outstanding
Notes may direct the Trustee in its exercise of any trust or power. The Trustee
may withhold from Holders of the Notes notice of any continuing Default or Event
of Default (except a Default or Event of Default relating to the payment of
principal or interest) if it determines that withholding notice is in their
interest. The Holders of a majority in aggregate principal amount of the Notes
then outstanding by notice to the Trustee may on behalf of the Holders of all of
the Notes waive any existing Default or Event of Default and its consequences
under the Indenture except a continuing Default or Event of Default in the
payment of interest on, or the principal of, the Notes. The Company is required
to deliver to the Trustee annually a statement regarding compliance with the
Indenture, and the Company is required upon becoming aware of any Default or
Event of Default, to deliver to the Trustee a statement specifying such Default
or Event of Default.

         12.      DESIGNATED SENIOR DEBT. This Note shall be "Designated Senior
Debt" for purposes of the indentures governing the Company's 5.75% convertible
subordinated notes due 2006, 5.00% convertible subordinated notes due 2007 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.      ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Notes shall have all the rights set forth
in the Registration Rights Agreement dated as of March 12, 2004, between the
Company and the parties named on the signature pages thereof (the "Registration
Rights Agreement").

         19.      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

                                      A-6
<PAGE>

                                                                       EXHIBIT A

contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

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

Amkor Technology, Inc.
1345 Enterprise Drive
West Chester, Pennsylvania 19380
Attention: Secretary

                                      A-7
<PAGE>

                                                                       EXHIBIT A

                                 ASSIGNMENT FORM

         To assign this Note, fill in the form below:

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

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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

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

Date:______________________

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

Signature Guarantee*:_________________________

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

                                      A-8
<PAGE>

                                                                       EXHIBIT A

                       OPTION OF HOLDER TO ELECT PURCHASE

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

                  [ ] Section 4.10          [ ] Section 4.14

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

                            $_______________________

Date:______________________

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

                                    Tax Identification No.:_____________________

Signature Guarantee*:_________________________

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

                                      A-9
<PAGE>

                                                                       EXHIBIT A

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

* This schedule should be included only if the Note is issued in global form.

                                      A-10
<PAGE>

                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Amkor Technology, Inc.
1345 Enterprise Drive
West Chester, Pennsylvania 19380
Attention: Secretary

Wells Fargo Bank, N.A.
MAC N9303-120
Sixth Street and Marquette Avenue
Minneapolis, MN 55479
(Amkor Technology, Inc.
7-1/8 % Senior Notes due March 15, 2011)

         Re: 7-1/8% Senior Notes due March 15, 2011

         Reference is hereby made to the Indenture, dated as of March 12, 2004
(the "Indenture"), between Amkor Technology, Inc., as issuer (the "Company"),
and Wells Fargo Bank, N.A., as trustee. Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.

         ___________________, (the "Transferor") owns and proposes to transfer
the Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $___________ in such Note[s] or interests (the "Transfer"),
to ___________________________ (the "Transferee"), as further specified in Annex
A hereto. In connection with the Transfer, the Transferor hereby certifies that:

                             [CHECK ALL THAT APPLY]

         1.       [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The
Transfer is being effected pursuant to and in accordance with Rule 144A under
the United States Securities Act of 1933, as amended (the "Securities Act"),
and, accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on transfer enumerated in the Restricted
Notes Legend printed on the 144A Global Note and/or the Definitive Note and in
the Indenture and the Securities Act.

         2.       [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN THE REGULATION S GLOBAL NOTE OR DEFINITIVE NOTE PURSUANT TO
REGULATION S. The Transfer is being effected pursuant to and in accordance with
Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor
hereby further certifies that (i) the Transfer is not being made to a person in
the United States and (x) at the time the buy order was originated, the
Transferee was outside the United States or such Transferor and any Person
acting on its behalf reasonably believed and believes that the Transferee was
outside the United States or (y) the transaction was executed in, on or through
the facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling efforts
have been

                                      B-1
<PAGE>

                                                                       EXHIBIT B

made in contravention of the requirements of Rule 903(b) or Rule 904(b) of
Regulation S under the Securities Act, and (iii) the transaction is not part of
a plan or scheme to evade the registration requirements of the Securities Act.
Upon consummation of the proposed transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will be
subject to the restrictions on Transfer enumerated in the Restricted Notes
Legend printed on the Regulation S Global Note and/or Definitive Note and in the
Indenture and the Securities Act.

            3.       [ ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF
A BENEFICIAL INTEREST IN A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO ANY
PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):

                  (a)      [ ] such Transfer is being effected pursuant to and
         in accordance with Rule 144 under the Securities Act;

                                       or

                  (b)      [ ] such Transfer is being effected to the Company or
         a subsidiary thereof;

                                       or

                  (c)      [ ] such Transfer is being effected pursuant to an
         effective registration statement under the Securities Act and in
         compliance with the prospectus delivery requirements of the Securities
         Act;

                                       or

                  (d)      [ ] such Transfer is being effected to an
         Institutional Accredited Investor for its own account or, for the
         account of such an Institutional Accredited Investor, in a minimum
         principal amount of the securities of $250,000 and pursuant to an
         exemption from the registration requirements of the Securities Act
         other than Rule 144A, Rule 144 or Rule 904, and the Transferor hereby
         further certifies that it has not engaged in any general solicitation
         within the meaning of Regulation D under the Securities Act and the
         Transfer complies with the transfer restrictions applicable to
         beneficial interests in a Restricted Global Note or Restricted
         Definitive Notes and the requirements of the exemption claimed, which
         certification is supported by (1) a certificate executed by the
         Transferee in the form of Exhibit D to the Indenture and (2) an Opinion
         of Counsel provided by the Transferor or the Transferee (a copy of
         which the Transferor has attached to this certification), to the effect
         that such Transfer is in compliance with the Securities Act. Upon
         consummation of the proposed transfer in accordance with the terms of
         the Indenture, the transferred beneficial interest or Definitive Note
         will be subject to the restrictions on transfer enumerated in the
         Restricted Notes Legend printed on the Definitive Notes and in the
         Indenture and the Securities Act.

             4.       [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

             (a)      [ ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The
Transfer is being effected pursuant to and in accordance with Rule 144 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Restricted Notes

                                      B-2
<PAGE>

                                                                       EXHIBIT B

Legend are not required in order to maintain compliance with the Securities Act.
Upon consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will no longer
be subject to the restrictions on transfer enumerated in the Restricted Notes
Legend printed on the Restricted Global Notes, on Restricted Definitive Notes
and in the Indenture.

         (b)      [ ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and in compliance with the transfer restrictions
contained in the Indenture and any applicable blue sky securities laws of any
state of the United States and (ii) the restrictions on transfer contained in
the Indenture and the Restricted Notes Legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will no longer be subject to the
restrictions on transfer enumerated in the Restricted Notes Legend printed on
the Restricted Global Notes, on Restricted Definitive Notes and in the
Indenture.

         (c)      [ ] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The
Transfer is being effected pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act other than Rule 144, Rule
903 or Rule 904 and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Restricted Notes Legend are not required in order to maintain compliance
with the Securities Act. Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will not be subject to the restrictions on transfer
enumerated in the Restricted Notes Legend printed on the Restricted Global Notes
or Restricted Definitive Notes and in the Indenture.

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                          ___________________________________
                                             [Insert Name of Transferor]

                                          By:________________________________

                                           Name:
                                           Title:
Dated:__________________

                                      B-3
<PAGE>

                                                                       EXHIBIT B

                       ANNEX A TO CERTIFICATE OF TRANSFER

         1.       The Transferor owns and proposes to transfer the following:

                                   [CHECK ONE]

                           (i)      [ ] 144A Global Note (CUSIP
                                    _________________), or

                           (ii)     [ ] IAI Global Note (CUSIP
                                    _________________), or

                           (iii)    [ ] Regulation S Global Note (CUSIP
                                    _________________), or

                           (iv)     [ ] Unrestricted Global Note (CUSIP
                                    ____________), or

         2.       After the Transfer the Transferee will hold:

                                   [CHECK ONE]

                  (a)      [ ] a beneficial interest in the:

                           (i)      [ ] 144A Global Note (CUSIP
                                    _________________), or

                           (ii)     [ ] IAI Global Note (CUSIP
                                    _________________), or

                           (iii)    [ ] Regulation S Global Note (CUSIP
                                    _________________)s, or

                           (iv)     [ ] Unrestricted Global Note (CUSIP
                                    _________________), or

                  (b)      [ ] a Restricted Definitive Note; or

                  (c)      [ ] an Unrestricted Definitive Note,

                  in accordance with the terms of the Indenture.

                                      B-4
<PAGE>

                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

Amkor Technology, Inc.
1345 Enterprise Drive
West Chester, Pennsylvania  19380
Attention: Secretary

Wells Fargo Bank, N.A.
MAC N9303-120
Sixth Street and Marquette Avenue
Minneapolis, MN 55479
(Amkor Technology, Inc.
7 1/8% Senior Notes due March 15, 2011)

         Re: 7 1/8% Senior Notes due March 15, 2011

                          (CUSIP _____________________)

         Reference is hereby made to the Indenture, dated as of March 12, 2004
(the "Indenture"), between Amkor Technology, Inc., as issuer (the "Company"),
and Wells Fargo Bank, N.A., as trustee. Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.

         __________________________, (the "Owner") owns and proposes to exchange
the Note[s] or interest in such Note[s] specified herein, in the principal
amount of $____________ in such Note[s] or interests (the "Exchange"). In
connection with the Exchange, the Owner hereby certifies that:

         1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A
RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN AN UNRESTRICTED GLOBAL NOTE

         (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the United States Securities Act of
1933, as amended (the "Securities Act"), (iii) the restrictions on transfer
contained in the Indenture and the Restricted Notes Legend are not required in
order to maintain compliance with the Securities Act and (iv) the beneficial
interest in an Unrestricted Global Note is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.

         (b) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Restricted Notes Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.

                                       C-1
<PAGE>

                                                                       EXHIBIT C

         (c) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the
Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an
Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Restricted Notes Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

         (d) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Restricted Notes Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

         2. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN
RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN RESTRICTED GLOBAL NOTES

         (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner's own account
without transfer. Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the Restricted Definitive Note issued will continue
to be subject to the restrictions on transfer enumerated in the Restricted Notes
Legend printed on the Restricted Definitive Note and in the Indenture and the
Securities Act.

         (b) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange
of the Owner's Restricted Definitive Note for a beneficial interest in a
Restricted Global Note with an equal principal amount, the Owner hereby
certifies (i) the beneficial interest is being acquired for the Owner's own
account without transfer and (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to the Restricted Global Notes and
pursuant to and in accordance with the Securities Act, and in compliance with
any applicable blue sky securities laws of any state of the United States. Upon
consummation of the proposed Exchange in accordance with the terms of the
Indenture, the beneficial interest issued will be subject to the restrictions on
transfer enumerated in the Restricted Notes Legend printed on the relevant
Restricted Global Note and in the Indenture and the Securities Act.

                                       C-2
<PAGE>

                                                                       EXHIBIT C

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                      __________________________________________
                                              [Insert Name of Transferor]

                                      By: ______________________________________
                                      Name:
                                      Title:

Dated: _____________________

                                       C-3
<PAGE>

                                                                       EXHIBIT D

                            FORM OF CERTIFICATE FROM

                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Amkor Technology, Inc.
1345 Enterprise Drive
West Chester, Pennsylvania  19380
Attention: Secretary

Wells Fargo Bank, N.A.
MAC N9303-120
Sixth Street and Marquette Avenue
Minneapolis, MN 55479
(Amkor Technology, Inc.
7 1/8% Senior Notes due March 15, 2011)

         Re: 7 1/8% Senior Notes due March 15, 2011

         Reference is hereby made to the Indenture, dated as of March 12, 2004
(the "Indenture"), between Amkor Technology, Inc., as issuer (the "Company"),
and Wells Fargo Bank, N.A., as trustee. Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.

         In connection with our proposed purchase of $____________ aggregate
principal amount of:

         (a) [ ] a beneficial interest in a Global Note, or

         (b) [ ] a Definitive Note,

         we confirm that:

         1. We understand that any subsequent transfer of the Notes or any
interest therein is subject to certain restrictions and conditions set forth in
the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Notes or any interest therein except in
compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the "Securities Act").

         2. We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Company or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (C) to an institutional "accredited investor" (as
defined below) that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to you and to the Company a signed letter
substantially in the form of this letter and an Opinion of Counsel in form
reasonably acceptable to the Company to the effect that such transfer is in
compliance with the Securities Act, (D) outside the United States in accordance
with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the
provisions of Rule 144(k) under the Securities Act or (F) pursuant to an
effective registration statement under the Securities Act, and we further agree
to provide to any person purchasing the Definitive Note or beneficial interest
in a Global Note from us in a transaction meeting the requirements of clauses
(A) through (E) of this paragraph a notice advising such purchaser that resales
thereof are restricted as stated herein.

                                       D-1
<PAGE>

                                                                       EXHIBIT D

            3. We understand that, on any proposed resale of the Notes or
beneficial interest therein, we will be required to furnish to you and the
Company such certifications, legal opinions and other information as you and the
Company may reasonably require to confirm that the proposed sale complies with
the foregoing restrictions. We further understand that the Notes purchased by us
will bear a legend to the foregoing effect.

            4. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which we are acting are each able to bear the economic risk of
our or its investment.

            5. We are acquiring the Notes or beneficial interest therein
purchased by us for our own account or for one or more accounts (each of which
is an institutional "accredited investor") as to each of which we exercise sole
investment discretion.

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

                                      __________________________________________
                                        [Insert Name of Accredited Investor]

                                      By: ______________________________________
                                      Name:
                                      Title:

Dated:________________

                                       D-2
<PAGE>

                                                                       EXHIBIT E

                          FORM OF NOTATION OF GUARANTEE

         For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture dated as of March 12, 2004 (the "Indenture") among
Amkor Technology, Inc., the Guarantors listed on Schedule I thereto from time to
time, and Wells Fargo Bank, N.A., as trustee (the "Trustee"), (a) the due and
punctual payment of the principal of, premium, if any, and interest on the Notes
(as defined in the Indenture), whether at maturity, by acceleration, redemption
or otherwise, the due and punctual payment of interest on overdue principal and
premium, and, to the extent permitted by law, interest, and the due and punctual
performance of all other obligations of the Company to the Holders or the
Trustee all in accordance with the terms of the Indenture and (b) in case of any
extension of time of payment or renewal of any Notes or any of such other
obligations, that the same will be promptly paid in full when due or performed
in accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise. The obligations of the Guarantors to the
Holders of Notes and to the Trustee pursuant to the Note Guarantee and the
Indenture are expressly set forth in Article 10 of the Indenture and reference
is hereby made to the Indenture for the precise terms of the Note Guarantee.
Each Holder of a Note, by accepting the same, agrees to and shall be bound by
such provisions.

                                    [NAME OF GUARANTOR(S)]

                                    By:_________________________________________
                                    Name:
                                    Title:

                                       E-1
<PAGE>

                                                                       EXHIBIT F

                         FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS

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

                               W I T N E S S E T H

         WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "Indenture"), dated as of March 12, 2004, providing
for the issuance of an aggregate principal amount of up to $250,000,000 of 7?%
Senior Notes due March 15, 2011 (the "Notes");

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

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

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

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

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

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

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

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

              (b) The obligations hereunder shall be unconditional, irrespective
     of the validity, regularity or enforceability of the Notes or the
     Indenture, the absence of any action to enforce the

                                       F-1
<PAGE>

                                                                       EXHIBIT F

     same, any waiver or consent by any Holder of the Notes with respect to any
     provisions hereof or thereof, the recovery of any judgment against the
     Company, any action to enforce the same or any other circumstance which
     might otherwise constitute a legal or equitable discharge or defense of a
     guarantor.

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

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

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

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

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

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

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

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

                                       F-2
<PAGE>

                                                                       EXHIBIT F

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

         (a)  The Guaranteeing Subsidiary may not consolidate with or merge with
or into (whether or not such Guarantor is the surviving Person) another
corporation, Person or entity whether or not affiliated with such Guarantor
unless:

              (i) subject to Sections 10.04 and 10.05 of the Indenture, the
     Person formed by or surviving any such consolidation or merger (if other
     than a Guarantor or the Company) unconditionally assumes all the
     obligations of such Guarantor, pursuant to a supplemental indenture in form
     and substance reasonably satisfactory to the Trustee, under the Notes, the
     Indenture and the Note Guarantee on the terms set forth herein or therein;
     and

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

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

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

         5.   RELEASES.

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

                                       F-3
<PAGE>

                                                                       EXHIBIT F

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

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

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

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

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

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

                                       F-4
<PAGE>

                                                                       EXHIBIT F

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

Dated:  _______________, ____

                                          [GUARANTEEING SUBSIDIARY]

                                          By: _______________________________
                                          Name:
                                          Title:

                                          AMKOR TECHNOLOGY, INC.

                                          By: _______________________________
                                          Name:
                                          Title:

                                          [EXISTING GUARANTORS]

                                          By:_________________________________
                                          Name:
                                          Title:

                                          WELLS FARGO BANK, N.A.,
                                            as Trustee

                                          By:________________________________
                                              Authorized Signatory

                                       F-5
<PAGE>

                                   SCHEDULE I

                             SCHEDULE OF GUARANTORS

            The following schedule lists each Guarantor under the Indenture as
of the date of issuance of the Notes:

None.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>3
<FILENAME>w96178exv4w2.txt
<DESCRIPTION>REGISTRATION RIGHTS AGREEMENT-7.125% SENIOR NOTES
<TEXT>
<PAGE>

                                                                     Exhibit 4.2

                          REGISTRATION RIGHTS AGREEMENT

                          7-1/8% SENIOR NOTES DUE 2011

                           Dated as of March 12, 2004

                                  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 March 12, 2004, 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 7-1/8% Senior Notes due 2011 (the "Notes") pursuant to
the Purchase Agreement (as defined below).

         This Agreement is made pursuant to the Purchase Agreement, dated March
9, 2004 (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 March 12, 2004,
between the Company and Wells Fargo Bank, N.A., 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) or 4(a) hereof, as
applicable.

         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) or 4(a) hereof, as
applicable.

         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 (such 60th day
         being the "Filing Deadline"), a shelf registration statement pursuant
         to

                                       5
<PAGE>

         Rule 415 under the Act (which may be an amendment to the Exchange Offer
         Registration Statement (the "Shelf Registration Statement")), relating
         to all Transfer Restricted Securities, and

                  (y) shall use commercially reasonable efforts to cause such
         Shelf Registration Statement to become effective on or prior to the
         120th day after the date on which the Company receives notice under (x)
         above (such 120th day being 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

                                       6
<PAGE>

stockholders or (B)(i) the Company has made a public announcement relating to an
acquisition or business combination transaction including the Company and/or one
or more of its subsidiaries that is material to the Company and its subsidiaries
taken as a whole and (ii) the Company determines in good faith that (x) offers
and sales of Transfer Restricted Securities pursuant to the Shelf Registration
Statement prior to the consummation of such transaction (or such earlier date as
the Company shall determine) is not in the best interests of the Company and its
stockholders or (y) it would be impracticable at the time to obtain any
financial statements relating to such acquisition or business combination
transaction that would be required to be set forth in the Shelf Registration;
provided, however, that upon (i) the public disclosure by the Company of the
material non-public information described in clause (A) of this paragraph or
(ii) the consummation, abandonment or termination of, or the availability of the
required financial statements with respect to, a transaction described in clause
(B) of this paragraph, the suspension of the use of the Shelf Registration
Statement pursuant to this Section 4(c) shall cease and the Company shall
promptly comply with Section 6(c)(ii) hereof and notify Holders that
dispositions of Transfer Restricted Securities may be resumed.

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

                                       7
<PAGE>

Offer, in the case of (iii) above, or (4) upon the filing of a post-effective
amendment to the Registration Statement or an additional Registration Statement
that causes the Exchange Offer Registration Statement (and/or, if applicable,
the Shelf Registration Statement) to again be declared effective or made usable
in the case of (iv) above, the liquidated damages payable with respect to the
Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or
(iv), as applicable, shall cease.

         All accrued liquidated damages shall be paid to the Holders entitled
thereto, in the manner provided for the payment of interest in the 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

                                       8
<PAGE>

         as in effect on the date of this Agreement, rely on the position of the
         Commission enunciated in Morgan Stanley and Co., Inc. (available June
         5, 1991) and Exxon Capital Holdings Corporation (available May 13,
         1988), as interpreted in the Commission's letter to Shearman & Sterling
         dated July 2, 1993, and similar no-action letters (including, if
         applicable, any no-action letter obtained pursuant to clause (i)
         above), and (2) must comply with the registration and prospectus
         delivery requirements of the Act in connection with a secondary resale
         transaction and that such a secondary resale transaction must be
         covered by an effective registration statement containing the selling
         security holder information required by Item 507 or 508, as applicable,
         of Regulation S-K.

                  (iii)    Prior to effectiveness of the Exchange Offer
         Registration Statement, the Company shall provide a supplemental letter
         to the Commission (A) stating that the Company is registering the
         Exchange Offer in reliance on the position of the Commission enunciated
         in Exxon Capital Holdings Corporation (available May 13, 1988), Morgan
         Stanley and Co., Inc. (available June 5, 1991) as interpreted in the
         Commission's letter to Shearman & Sterling dated July 2, 1993, and, if
         applicable, any no-action letter obtained pursuant to clause (i) above,
         (B) including a representation that the Company has not entered into
         any arrangement or understanding with any Person to distribute the
         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.

                                       9
<PAGE>

         (c) General Provisions. In connection with any Registration Statement
and any related Prospectus required by this Agreement, the Company shall:

                  (i)      use commercially reasonable efforts to keep such
         Registration Statement continuously effective and provide all requisite
         financial statements for the period specified in Section 3 or 4 of this
         Agreement, as applicable. Upon the occurrence of any event subject to
         Section 4(c) above that would cause any such Registration Statement or
         the Prospectus contained therein (A) to contain an untrue statement of
         material fact or omit to state any material fact necessary to make the
         statements therein not misleading or (B) not to be effective and usable
         for resale of Transfer Restricted Securities during the period required
         by this Agreement, the Company shall file promptly an appropriate
         amendment to such Registration Statement curing such defect, and, if
         Commission review is required, use commercially reasonable efforts to
         cause such amendment to be declared effective as soon as practicable.

                  (ii)     subject to Section 4(c) above, prepare and file with
         the Commission such amendments and post-effective amendments to the
         applicable Registration Statement as may be necessary to keep such
         Registration Statement effective for the applicable period set forth in
         Section 3 or 4 hereof, as the case may be; cause the Prospectus to be
         supplemented by any required Prospectus supplement, and as so
         supplemented to be filed pursuant to Rule 424 under the Act, and to
         comply fully with Rules 424, 430A and 462, as applicable, under the Act
         in a timely manner; and comply with the provisions of the Act with
         respect to the disposition of all securities covered by such
         Registration Statement during the applicable period in accordance with
         the intended method or methods of distribution by the sellers thereof
         set forth in such Registration Statement or supplement to the
         Prospectus;

                  (iii)    advise each Holder that is a Broker-Dealer and each
         Initial Purchaser who is required to deliver a prospectus in connection
         with sales or market making activities (an "Affiliated Market Maker")
         to the extent the Company is aware of the same, promptly and, if
         requested by such Person, confirm such advice in writing, (A) when the
         Prospectus or any Prospectus supplement or post-effective amendment has
         been filed, and, with respect to any 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

                                       10
<PAGE>

         Statement, or any state securities commission or other regulatory
         authority shall issue an order suspending the qualification or
         exemption from qualification of the Transfer Restricted Securities
         under state securities or Blue Sky laws, the Company shall use
         commercially reasonable efforts to obtain the withdrawal or lifting of
         such order at the earliest possible time;

                  (iv)     subject to Section 6(c)(i), if any fact or event
         contemplated by Section 6(c)(iii)(D) above shall exist or have
         occurred, prepare a supplement or post-effective amendment to the
         Registration Statement or related Prospectus or any document
         incorporated therein by reference or file any other required document
         so that, as thereafter delivered to the purchasers of Transfer
         Restricted Securities, the Prospectus will not contain an untrue
         statement of a material fact or omit to state any material fact
         necessary to make the statements therein, in the light of the
         circumstances under which they were made, not misleading;

                  (v)      upon request, furnish to each Holder and each
         Affiliated Market Maker in connection with such exchange or sale, if
         any, before filing with the Commission, copies of any Registration
         Statement or any Prospectus included therein or any amendments or
         supplements to any such Registration Statement or Prospectus, which
         documents will be subject to the review and comment of such Persons in
         connection with such sale, if any, for a period of at least five
         Business Days, and the Company will not file any such Registration
         Statement or Prospectus or any amendment or supplement to any such
         Registration Statement or Prospectus to which such Persons shall
         reasonably object within five Business Days after the receipt thereof;

                  (vi)     make available, at reasonable times, for inspection
         by each Holder and each Affiliated Market Maker and any attorney or
         accountant retained by such Persons, all financial and other records,
         pertinent corporate documents of the Company and cause the Company's
         officers, directors and employees to supply all information reasonably
         requested by any such Persons, attorney or accountant in connection
         with such Registration Statement or any post-effective amendment
         thereto subsequent to the filing thereof and prior to its
         effectiveness;

                  (vii)    if requested by any Holders in connection with such
         exchange or sale or any Affiliated Market Maker, promptly include in
         any Registration Statement or Prospectus, pursuant to a supplement or
         post-effective amendment if necessary, such information as such Persons
         may reasonably request to have included therein relating to the "Plan
         of Distribution" of the Transfer Restricted Securities and the use of
         the Registration Statement or Prospectus for market making activities;
         and make all required filings of such Prospectus supplement or
         post-effective 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);

                                       11
<PAGE>

                  (ix)     deliver to each Holder and each Affiliated Market
         Maker without charge, as many copies of the Prospectus (including each
         preliminary prospectus) and any amendment or supplement thereto as such
         Persons reasonably may request; the Company hereby consents to the use
         (in accordance with law) of the Prospectus and any amendment or
         supplement thereto by each selling Person in connection with the
         offering and the sale of the Transfer Restricted Securities covered by
         the Prospectus or any amendment or supplement thereto and all market
         making activities of such Affiliated Market Maker, as the case may be;

                  (x)      upon the request of any Holder who is a Broker-Dealer
         or any Affiliated Market Maker, make representations and warranties as
         reasonably requested and take all such other actions as reasonably
         requested in connection therewith in order to expedite or facilitate
         the disposition of the Transfer Restricted Securities pursuant to any
         applicable Registration Statement contemplated by this Agreement as may
         be reasonably requested by any such Holder or Affiliated Market Maker
         in connection with any sale or resale pursuant to any applicable
         Registration Statement. In connection with the exchange or disposition
         of Transfer Restricted Securities pursuant to a Registration Statement,
         the Company shall:

                           (A) upon request of any Holder, furnish (or in the
                  case of paragraphs (2) and (3), use commercially reasonable
                  efforts to cause to be furnished) to each Person, upon
                  Consummation of the Exchange Offer or upon the effectiveness
                  of the Shelf Registration Statement, as the case may be:

                                    (1) a certificate, dated such date, signed
                           on behalf of the Company by (x) the President or any
                           Vice President and (y) a principal financial or
                           accounting officer of the Company, confirming, as of
                           the date thereof, the matters set forth in Sections
                           6(k)(iii) and (iv), 6(l) and 6(o) 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 and the
                           Initial Purchasers and its representatives at which
                           the contents of the applicable Registration Statement
                           and related matters were discussed and, although such
                           counsel is not passing upon and assumes no
                           responsibility for, the accuracy, completeness or
                           fairness of the statements contained in the
                           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

                                       12
<PAGE>

                           omitted to state a material fact required to be
                           stated therein or necessary to make the statements
                           therein, in light of the circumstances under which
                           they were made, not misleading, or that the
                           Prospectus contained in such Registration Statement
                           as of its date and, in the case of the opinion dated
                           the date of Consummation of the Exchange Offer, as of
                           the date of Consummation, contained an untrue
                           statement of a material fact or omitted to state a
                           material fact necessary in order to make the
                           statements therein, in the light of the circumstances
                           under which they were made, not misleading. Without
                           limiting the foregoing, such counsel may state
                           further that such counsel assumes no responsibility
                           for, and has not independently verified, the
                           accuracy, completeness or fairness of the financial
                           statements and 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;

                                       13
<PAGE>

                  (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
         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.

                                       14
<PAGE>

SECTION 7. Registration Expenses

         (a) All expenses incident to the Company's performance of or compliance
with this Agreement will be borne by the Company, regardless of whether a
Registration Statement becomes effective, including without limitation: (i) all
registration and filing fees and expenses; (ii) all fees and expenses of
compliance with federal securities and state Blue Sky or securities laws; (iii)
all expenses of printing (including printing certificates for the 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
officers, directors, 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 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;

                                       15
<PAGE>

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 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
officers, directors, employees, representatives and agents or any Person who
controls such Holder (within the meaning of Section 15 of the Act or Section 20
of the Exchange Act) 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 officers,
directors, employees, representatives and agents or any Person who controls such
Holder (within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act) 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

                                       16
<PAGE>

against an indemnified party, and it shall notify the indemnifying party
thereof, the indemnifying party shall be entitled to participate therein and, to
the extent that it wishes, jointly with any other similarly notified
indemnifying party, to assume the defense thereof with counsel reasonably
satisfactory to the indemnified party. After notice from the indemnifying party
to the indemnified party of its election to assume the defense of such claim or
action, the indemnifying party shall not be liable to the indemnified party
under this Section 8 for any legal or other expenses subsequently incurred by
the indemnified party in connection with the defense thereof other than
reasonable costs of investigation; provided, however, that any indemnified party
shall have the right to employ separate counsel in any such action and to
participate in the defense thereof but the fees and expenses of such counsel
shall be at the expense of such indemnified party unless (i) the employment
thereof has been specifically authorized by the indemnifying party in writing,
(ii) such indemnified party shall have been advised by such counsel that there
may be one or more legal defenses available to it which are different from or
additional to those available to the indemnifying party and in the reasonable
judgment of such counsel it is advisable for such indemnified party to employ
separate counsel or (iii) the indemnifying party has failed to assume the
defense of such action and employ counsel reasonably satisfactory to the
indemnified party, in which case, if such indemnified party notifies the
indemnifying party in writing that it elects to employ separate counsel at the
expense of the indemnifying party, the indemnifying party shall not have the
right to assume the defense of such action on behalf of such indemnified party,
it being understood, however, that the indemnifying party shall not, in
connection with any one such action or separate but substantially similar or
related actions in the same 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

                                       17
<PAGE>

information supplied by the Company on the one hand or the Holder on the other,
the intent of the parties and their relative knowledge, access to information
and opportunity to correct or prevent such untrue statement or omission. The
Company and the Initial Purchasers agree that it would not be just and equitable
if contributions pursuant to this Section 8(d) were to be determined by pro rata
allocation (even if the Holders were treated as one entity for such purpose) or
by any other method of allocation which does not take into account the equitable
considerations referred to herein. The amount paid or payable by an indemnified
party as a result of the loss, claim, damage or liability, or action in respect
thereof, referred to above in this Section 8(d) shall be deemed to include, for
purposes of this Section 8(d), any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Section 8(d), (ii)(A) no
Holder, its officers, directors, 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

                                       18
<PAGE>

obtain such relief as may be required to specifically enforce the Company's
obligations under Sections 3 and 4 hereof. The Company further agrees to waive
the defense in any action for specific performance that a remedy at law would be
adequate.

         (b) No Inconsistent Agreements. The Company will not, on or after the
date of this Agreement, enter into any agreement with respect to its securities
that is inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof. The rights granted to the
Holders hereunder do not in any way conflict with and are not inconsistent with
the rights granted to the holders of the Company's securities under any
agreement in effect on the date hereof.

         (c) Amendments and Waivers. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to or departures from
the provisions hereof may not be given unless (i) in the case of Section 5
hereof and this Section 10(c)(i), the Company has obtained the written consent
of Holders of all outstanding Transfer Restricted Securities and (ii) in the
case of all other provisions hereof, the Company has obtained the written
consent of Holders of a majority of the outstanding principal amount of Transfer
Restricted Securities (excluding Transfer Restricted Securities held by the
Company or its Affiliates). Notwithstanding the foregoing, a waiver or consent
to departure from the provisions hereof that relates exclusively to the rights
of Holders whose Transfer Restricted Securities are being tendered pursuant to
the Exchange Offer, and that does not affect directly or indirectly the rights
of other Holders whose Transfer Restricted Securities are not being tendered
pursuant to such Exchange Offer, may be given by the Holders of a majority of
the outstanding principal amount of Transfer Restricted Securities subject to
such Exchange Offer.

         (d) Third Party Beneficiary. The Holders and Affiliated Market Makers
shall be third party beneficiaries to the agreements made hereunder between the
Company, on the one hand, and the Initial Purchasers, on the other hand, and
shall have the right to enforce such agreements directly to the extent they may
deem such enforcement necessary or advisable to protect its rights or the rights
of Holders and Affiliated Market Makers hereunder.

         (e) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telex, telecopier, or air
courier guaranteeing overnight delivery:

                  (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

                                       19
<PAGE>

                           With a copy to:

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

                  All such notices and communications shall be deemed to have
been duly given: at the time delivered by hand, if personally delivered; five
Business Days after being deposited in the mail, postage prepaid, if mailed;
when receipt acknowledged, if telecopied; and on the next Business Day, if
timely delivered to an air courier guaranteeing overnight delivery.

                  Copies of all such notices, demands or other communications
shall be concurrently delivered by the Person giving the same to the Trustee at
the address specified in the 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

                                       20
<PAGE>

and enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired thereby.

         (k) Entire Agreement. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted with respect to the Transfer
Restricted Securities. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.

                                       21
<PAGE>

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

                                    AMKOR TECHNOLOGY, INC.

                                    By: /s/ Kenneth 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: /s/ Kevin M. Sisson
    --------------------------------
    Name:  Kevin Sisson
    Title: Director

              SIGNATURE PAGE TO NOTES REGISTRATION RIGHTS AGREEMENT

<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.
                  7-1/8% Senior Notes due 2011

         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-12.1
<SEQUENCE>4
<FILENAME>w96178exv12w1.txt
<DESCRIPTION>COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
<TEXT>
<PAGE>

                                                                    EXHIBIT 12.1

                             AMKOR TECHNOLOGY, INC.
                COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                        (IN THOUSANDS EXCEPT RATIO DATA)

<TABLE>
<CAPTION>
                                                                       YEAR ENDED DECEMBER 31,                    THREE MONTHS ENDED
                                                    ------------------------------------------------------------      MARCH  31,
                                                       1999       2000        2001         2002         2003            2004
                                                    ---------  ---------  -----------  -----------  ----------  ------------------
<S>                                                 <C>        <C>        <C>          <C>          <C>         <C>
Earnings
   Income (loss) before income taxes, equity in
      income  (loss) of investees, minority
      interest and discontinued operations........  $ 87,494   $173,154   $(438,498)   $(564,309)   $(45,303)   $           12,703

   Interest expense...............................    61,803    127,027     138,629      143,441     138,775                32,665

   Amortization of debt issuance costs............     3,466      7,013      22,321        8,251       7,428                 1,357

   Interest portion of rent.......................     3,481      4,567       7,282        4,995       5,463                 1,400

   Less (earnings) loss of affiliates.............     2,622        --          --           --          --                    --
                                                    --------   --------   ---------    ---------    --------    ------------------
                                                    $158,866   $311,761   $(270,266)   $(407,622)   $106,363    $           48,125
                                                    ========   ========   =========    ==========   ========    ==================
Fixed Charges
   Interest expense...............................  $ 61,803   $127,027   $ 138,629    $ 143,441    $138,775    $           32,665

   Amortization of debt issuance costs............     3,466      7,013      22,321        8,251       7,428                 1,357

   Interest portion of rent.......................     3,481      4,567       7,282        4,995       5,463                 1,400
                                                    --------   --------   ---------    ---------    --------    ------------------
                                                    $ 68,750   $138,607   $ 168,232    $ 156,687    $151,666    $           35,422
                                                    ========   ========   =========    =========    ========    ==================
Ratio of earnings to fixed charges                      2.3x       2.2x       -- x(1)      -- x(1)     -- x(1)                1.4x
                                                    ========   ========   =========    =========    ========    ==================
</TABLE>

(1). The ratio of earnings to fixed charges was less than 1:1 for the year ended
December 31, 2003. In order to achieve a ratio of earnings to fixed charges of
1:1, we would have had to generate an additional $45.3 million of earnings in
the year ended December 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.

                                       29

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>5
<FILENAME>w96178exv31w1.txt
<DESCRIPTION>CERTIFICATION OF JAMES J. KIM
<TEXT>
<PAGE>

                                                                    EXHIBIT 31.1

SECTION 302(a) CERTIFICATION


I, James J. Kim, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Amkor Technology,
      Inc.;

2.    Based on my knowledge, this report does not contain any untrue statement
      of a material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by this
      report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this annual report, fairly present in all material
      respects the financial condition, results of operations and cash flows of
      the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
      and have:

      a)    Designed such disclosure controls and procedures, or caused such
            disclosure controls and procedures to be designed under our
            supervision, to ensure that material information relating to the
            registrant, including its consolidated subsidiaries, is made known
            to us by others within those entities, particularly during the
            period in which this annual report is being prepared;

      b)    [omitted]

      c)    Evaluated the effectiveness of the registrant's disclosure controls
            and procedures and presented in this report our conclusions about
            the effectiveness of the disclosure controls and procedures, as of
            the end of the period covered by this report based on such
            evaluation; and

      d)    Disclosed in this report any change in the registrant's internal
            control over financial reporting that occurred during the
            registrant's most recent fiscal quarter (the registrant's fourth
            fiscal quarter in the case of an annual report) that has materially
            affected, or is reasonably likely to materially affect, the
            registrant's internal control over financial reporting; and

5.    The registrant's other certifying officer and I have disclosed, based on
      our most recent evaluation of internal control over financial reporting,
      to the registrant's auditors and the audit committee of registrant's board
      of directors:

      a)    All significant deficiencies and material weaknesses in the design
            or operation of internal control over financial reporting which are
            reasonably likely to adversely affect the registrant's ability to
            record, process, summarize and report financial information; and

      b)    Any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls over financial reporting.

Date:       May 5, 2004                     /s/ JAMES J. KIM
                                            ----------------------------
                                            By:    James J. Kim
                                            Title: Chief Executive Office

                                       30

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>6
<FILENAME>w96178exv31w2.txt
<DESCRIPTION>CERTIFICATION OF KENNETH T. JOYCE
<TEXT>
<PAGE>

                                                                    EXHIBIT 31.2

SECTION 302(a) CERTIFICATION

I, Kenneth T. Joyce, certify that:

6.    I have reviewed this quarterly report on Form 10-Q of Amkor Technology,
      Inc.;

7.    Based on my knowledge, this report does not contain any untrue statement
      of a material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by this
      report;

8.    Based on my knowledge, the financial statements, and other financial
      information included in this annual report, fairly present in all material
      respects the financial condition, results of operations and cash flows of
      the registrant as of, and for, the periods presented in this report;

9.    The registrant's other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
      and have:

      e)    Designed such disclosure controls and procedures, or caused such
            disclosure controls and procedures to be designed under our
            supervision, to ensure that material information relating to the
            registrant, including its consolidated subsidiaries, is made known
            to us by others within those entities, particularly during the
            period in which this annual report is being prepared;

      f)    [omitted]

      g)    Evaluated the effectiveness of the registrant's disclosure controls
            and procedures and presented in this report our conclusions about
            the effectiveness of the disclosure controls and procedures, as of
            the end of the period covered by this report based on such
            evaluation; and

      h)    Disclosed in this report any change in the registrant's internal
            control over financial reporting that occurred during the
            registrant's most recent fiscal quarter (the registrant's fourth
            fiscal quarter in the case of an annual report) that has materially
            affected, or is reasonably likely to materially affect, the
            registrant's internal control over financial reporting; and

10.   The registrant's other certifying officer and I have disclosed, based on
      our most recent evaluation of internal control over financial reporting,
      to the registrant's auditors and the audit committee of registrant's board
      of directors:

      c)    All significant deficiencies and material weaknesses in the design
            or operation of internal control over financial reporting which are
            reasonably likely to adversely affect the registrant's ability to
            record, process, summarize and report financial information; and

      d)    Any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls over financial reporting.

Date:  May 5, 2004                               /s/ KENNETH T. JOYCE
                                                 -----------------------------
                                                 By: Kenneth T. Joyce
                                                 Title: Chief Financial Officer

                                       31

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>7
<FILENAME>w96178exv32.txt
<DESCRIPTION>CERTIFICATION OF CEO AND CFO, SECTION 906
<TEXT>
<PAGE>

                                                                      EXHIBIT 32

      CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
                                   PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

      I, James J. Kim, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly
Report of Amkor Technology, Inc. on Form 10-Q for the three months ended March
31, 2004 fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 and that information contained in such Form 10-Q
fairly presents in all material respects the financial condition and results of
operations of Amkor Technology, Inc.

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

      I, Kenneth T. Joyce, certify, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the
Quarterly Report of Amkor Technology, Inc. on Form 10-Q for the three months
ended March 31, 2004 fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934 and that information contained in
such Form 10-Q fairly presents in all material respects the financial condition
and results of operations of Amkor Technology, Inc.

                                           /s/ KENNETH T. JOYCE
                                           -------------------------------
                                           By:     Kenneth T. Joyce
                                           Title:  Chief Financial Officer

                                       32

</TEXT>
</DOCUMENT>
</SUBMISSION>
