<PAGE>   1
                                                                     Exhibit 4.1










                             AMKOR TECHNOLOGY, INC.


                    9 1/4% SENIOR NOTES DUE FEBRUARY 15, 2008









                                    INDENTURE

                          Dated as of February 20, 2001




















                       STATE STREET BANK AND TRUST COMPANY


                                     Trustee
<PAGE>   2
                                TABLE OF CONTENTS
<TABLE>
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                                                                                                                         Page

              ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE

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

                               ARTICLE 2 THE NOTES

Section 2.01.        Form and Dating.......................................................................................19
Section 2.02.        Execution and Authentication..........................................................................20
Section 2.03.        Registrar and Paying Agent............................................................................21
Section 2.04.        Paying Agent to Hold Money in Trust...................................................................21
Section 2.05.        Holder Lists..........................................................................................21
Section 2.06.        Transfer and Exchange.................................................................................22
Section 2.07.        Replacement Notes.....................................................................................33
Section 2.08.        Outstanding Notes.....................................................................................34
Section 2.09.        Treasury Notes........................................................................................34
Section 2.10.        Temporary Notes.......................................................................................34
Section 2.11.        Cancellation..........................................................................................34
Section 2.12.        Defaulted Interest....................................................................................35
Section 2.13         Liquidated Damages....................................................................................35

                       ARTICLE 3 REDEMPTION AND PREPAYMENT

Section 3.01.        No Optional Redemption................................................................................35
Section 3.02.        No Mandatory Redemption...............................................................................35
Section 3.03.        Offer to Purchase by Application of Excess Proceeds...................................................35

                               ARTICLE 4 COVENANTS

Section 4.01.        Payment of Notes......................................................................................37
Section 4.02.        Maintenance of Office or Agency.......................................................................37
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........................................42
Section 4.09.        Incurrence of Indebtedness and Issuance of Preferred Stock............................................43
Section 4.10.        Asset Sales...........................................................................................45
Section 4.11.        Transactions with Affiliates..........................................................................47
Section 4.12.        Liens.................................................................................................48
Section 4.13.        Corporate Existence...................................................................................48
Section 4.14.        Offer to Repurchase Upon Change of Control............................................................49
Section 4.15.        Amendment of Subordination Provisions.................................................................50
Section 4.16.        Limitation on Issuances and Sales of Capital Stock of Wholly Owned Subsidiaries.......................50
Section 4.17.        Payments for Consent..................................................................................50
Section 4.18.        Additional Note Guarantees............................................................................50
Section 4.19.        Designation of Restricted and Unrestricted Subsidiaries...............................................51
Section 4.20.        Limitation on Sale and Leaseback Transactions.........................................................51
</TABLE>

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                              ARTICLE 5 SUCCESSORS

<TABLE>
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Section 5.01.        Merger, Consolidation, or Sale of Assets..............................................................51
Section 5.02.        Successor Corporation Substituted.....................................................................52

                         ARTICLE 6 DEFAULTS AND REMEDIES

Section 6.01.        Events of Default.....................................................................................52
Section 6.02.        Acceleration..........................................................................................54
Section 6.03.        Other Remedies........................................................................................54
Section 6.04.        Waiver of Past Defaults...............................................................................54
Section 6.05.        Control by Majority...................................................................................54
Section 6.06.        Limitation on Suits...................................................................................55
Section 6.07.        Rights of Holders of Notes to Receive Payment.........................................................55
Section 6.08.        Collection Suit by Trustee............................................................................55
Section 6.09.        Trustee May File Proofs of Claim......................................................................56
Section 6.10.        Priorities............................................................................................56
Section 6.11.        Undertaking for Costs.................................................................................56

                                ARTICLE 7 TRUSTEE

Section 7.01.        Duties of Trustee.....................................................................................57
Section 7.02.        Rights of Trustee.....................................................................................58
Section 7.03.        Individual Rights of Trustee..........................................................................58
Section 7.04.        Trustee's Disclaimer..................................................................................58
Section 7.05.        Notice of Defaults....................................................................................59
Section 7.06.        Reports by Trustee to Holders of the Notes............................................................59
Section 7.07.        Compensation and Indemnity............................................................................59
Section 7.08.        Replacement of Trustee................................................................................60
Section 7.09.        Successor Trustee by Merger, etc......................................................................61
Section 7.10.        Eligibility; Disqualification.........................................................................61
Section 7.11.        Preferential Collection of Claims Against Company.....................................................61

               ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01.        Option to Effect Legal Defeasance or Covenant Defeasance..............................................61
Section 8.02.        Legal Defeasance and Discharge........................................................................61
Section 8.03.        Covenant Defeasance...................................................................................62
Section 8.04.        Conditions to Legal or Covenant Defeasance............................................................62
Section 8.05.        Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.........64
Section 8.06.        Repayment to Company..................................................................................64
Section 8.07.        Reinstatement.........................................................................................64

                   ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01.        Without Consent of Holders of Notes...................................................................65
Section 9.02.        With Consent of Holders of Notes......................................................................65
Section 9.03.        Compliance with Trust Indenture Act...................................................................67
Section 9.04.        Revocation and Effect of Consents.....................................................................67
Section 9.05.        Notation on or Exchange of Notes......................................................................67
Section 9.06.        Trustee to Sign Amendments, etc.......................................................................67
</TABLE>

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                           ARTICLE 10 NOTE GUARANTEES

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Section 10.01.       Guarantee.............................................................................................68
Section 10.02.       Limitation on Guarantor Liability.....................................................................69
Section 10.03.       Execution and Delivery of Note Guarantee..............................................................69
Section 10.04.       Guarantors May Consolidate, etc., on Certain Terms....................................................69
Section 10.05.       Releases Following Sale of Assets.....................................................................70

                            ARTICLE 11 MISCELLANEOUS

Section 11.01.       Trust Indenture Act Controls..........................................................................71
Section 11.02.       Notices...............................................................................................71
Section 11.03.       Communication by Holders of Notes with Other Holders of Notes.........................................72
Section 11.04.       Certificate and Opinion as to Conditions Precedent....................................................72
Section 11.05.       Statements Required in Certificate or Opinion.........................................................72
Section 11.06.       Rules by Trustee and Agents...........................................................................73
Section 11.07.       No Personal Liability of Directors, Officers, Employees and Stockholders..............................73
Section 11.08.       Governing Law, Consent to Jurisdiction and Service of Process.........................................73
Section 11.09.       Agent for Service; Submission to Jurisdiction.........................................................73
Section 11.10.       No Adverse Interpretation of Other Agreements.........................................................74
Section 11.11.       Successors............................................................................................74
Section 11.12.       Severability..........................................................................................74
Section 11.13.       Counterpart Originals.................................................................................74
Section 11.14.       Table of Contents, Headings, etc......................................................................74
</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

                                      iii
<PAGE>   5
             INDENTURE dated as of February 20, 2001 between Amkor Technology,
Inc., a Delaware corporation (the "Company"), and State Street Bank and Trust
Company, as trustee (the "Trustee").

             The Company and the Trustee agree as follows for the benefit of
each other and for the equal and ratable benefit of the Holders of the 9 1/4%
Senior Notes due February 15, 2008 (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
<PAGE>   6
lessor, be extended. Such present value shall be calculated using a discount
rate equal to the rate of interest implicit in such transaction, determined in
accordance with GAAP.

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

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

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

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

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

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

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

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

             "Change of Control" means the occurrence of any of the following:
(i) the adoption of a plan relating to the liquidation or dissolution of the
Company, (ii) the consummation of any transaction (including, without
limitation, any merger or consolidation) the result of which is that any

                                       2
<PAGE>   7
"person" (as defined above), other than a Permitted Holder, becomes the
Beneficial Owner, directly or indirectly, of more than 35% of the Voting Stock
of the Company, measured by voting power rather than number of shares, and such
percentage represents more than the aggregate percentage of the Voting Stock of
the Company, measured by voting power rather than number of shares, as to which
any Permitted Holder is the Beneficial Owner, or (iii) the first date during any
consecutive two year period on which a majority of the members of the Board of
Directors of the Company are not Continuing Directors. For purposes of this
definition, any transfer of an Equity Interest of an entity that was formed for
the purpose of acquiring Voting Stock of the Company will be deemed to be a
transfer of such portion of Voting Stock as corresponds to the portion of the
equity of such entity that has been so transferred.

             "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

                                       3
<PAGE>   8
determination to be dividended to the Company by such Restricted Subsidiary
without prior approval (that has not been obtained), pursuant to the terms of
its charter and all agreements, instruments, judgments, decrees, orders,
statutes, rules and governmental regulations applicable to that Subsidiary or
its stockholders..

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

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

             In addition, for purposes of calculating the Consolidated Interest
Expense Coverage Ratio: (i) acquisitions that have been made by the specified
Person or any of its Restricted Subsidiaries, including through mergers or
consolidations and including any related financing transactions, during the
four-quarter reference period or subsequent to such reference period and on or
prior to the Calculation Date shall be deemed to have occurred on the first day
of the four-quarter reference period and Consolidated Cash Flow for such
reference period shall be calculated without giving effect to clause (iii) of
the proviso set forth in the definition of Consolidated Net Income, (ii) the
Consolidated Cash Flow attributable to discontinued operations, as determined in
accordance with GAAP, and operations or businesses disposed of prior to the
Calculation Date, shall be excluded, and (iii) the Consolidated Interest Expense
attributable to discontinued operations, as determined in accordance with GAAP,
and operations or businesses disposed of prior to the Calculation Date, shall be
excluded, but only to the extent that the 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.

                                       4
<PAGE>   9
               "Consolidated Net Assets" means, with respect to any specified
Person as of any date, the total assets of such Person as of such date less (i)
the total liabilities of such Person as of such date, (ii) the amount of any
Disqualified Stock as of such date and (iii) any minority interests reflected on
the balance sheet of such Person as of such date.

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

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

             "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

                                       5
<PAGE>   10
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.

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

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

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

             "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

                                       6
<PAGE>   11
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.

             "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)

                                       7
<PAGE>   12
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 $500 million aggregate principal
amount of Notes issued under this Indenture on the date hereof.

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

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

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

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

                                       8
<PAGE>   13
             "Letter of Transmittal" means the letter of transmittal to be
prepared by the Company and sent to all Holders of the Notes for use by such
Holders in connection with the Exchange Offer.

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

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

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

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

                                       9
<PAGE>   14
             "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.

             "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,

                                       10
<PAGE>   15
or transfers or conveys substantially all of its assets to, or is liquidated
into, the Company or a Restricted Subsidiary of the Company, (iv) any Investment
made as a result of the receipt of non-cash consideration from an Asset Sale
that was made pursuant to and in compliance with Section 4.10 hereof, (v) any
acquisition of assets solely in exchange for the issuance of Equity Interests
(other than Disqualified Stock) of the Company, (vi) any Investment in the TSTC
Joint Venture; provided that the aggregate amount of any such Investment, when
taken together with all other Investments made pursuant to this clause (vi)
since May 13, 1999, does not exceed $30.0 million, (vii) any Investment in
connection with Hedging Obligations, (viii) any Investments received (a) in
satisfaction of judgments, or (b) as payment on a claim made in connection with
any bankruptcy, liquidation, receivership or other insolvency proceeding, (ix)
Investments in (a) prepaid expenses and negotiable instruments held for
collection, (b) accounts receivable arising in the ordinary course of business
(and Investments obtained in exchange or settlement of accounts receivable for
which the Company or any Restricted Subsidiary has determined that collection is
not likely), and (c) lease, utility and worker's compensation, performance and
other similar deposits arising in the ordinary course of business, (x) any
Investment in Anam Semiconductor Inc.'s Voting Stock pursuant to the general
terms of the commitment letter dated April 9, 1999, between the Company and Anam
Semiconductor, Inc. entered into in connection with the consummation of Anam
Semiconductor, Inc.'s "Workout" program with certain of its creditors, together
with such modifications thereto as shall be approved by the Board of Directors
of the Company; provided that the aggregate amount of any such Investment, when
taken together with all other Investments made pursuant to this clause (x) since
May 13, 1999, does not exceed $150.0 million, and (xi) any Strategic Investment;
provided that the aggregate amount of all Investments by the Company and any
Restricted Subsidiaries in Strategic Investments shall not exceed $75.0 million;
provided, further, that, except with respect to the first $25.0 million of
Strategic Investments made by the Company, the Company would, at the time of
making such Strategic Investment and after giving pro forma effect thereto as if
such Strategic Investment had been made at the beginning of the applicable
four-quarter period, have been permitted to incur at least $1.00 of additional
Indebtedness pursuant to the Consolidated Interest Expense Coverage Ratio test
set forth in the first paragraph of Section 4.09 hereof; provided, further,
that, notwithstanding the preceding, any extension of credit or advance by the
Company or any of its Subsidiaries to a customer or supplier of the Company or
its Subsidiaries shall not be a Permitted Investment.

             "Permitted 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

                                       11
<PAGE>   16
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.

                                       12
<PAGE>   17
             "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, (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.

                                       13
<PAGE>   18
             "Receivables Program Assets" means all of the following property
and interests in property, including any undivided interest in any pool of any
such property or interests, whether now existing or existing in the future or
hereafter arising or acquired: (i) accounts, (ii) accounts receivable, general
intangibles, instruments, contract rights, documents and chattel paper
(including, without limitation, all rights to payment created by or arising from
sales of goods, leases of goods, or the rendition of services, no matter how
evidenced, whether or not earned by performance), (iii) all unpaid seller's or
lessor's rights (including, without limitation, rescission, replevin,
reclamation and stoppage in transit) relating to any of the foregoing or arising
therefrom, (iv) all rights to any goods or merchandise represented by any of the
foregoing (including, without limitation, returned or repossessed goods), (v)
all reserves and credit balances with respect to any such accounts receivable or
account debtors, (vi) all letters of credit, security or Guarantees of any of
the foregoing, (vii) all insurance policies or reports relating to any of the
foregoing, (viii) all collection or deposit accounts relating to any of the
foregoing, (ix) all books and records relating to any of the foregoing, (x) all
instruments, contract rights, chattel paper, documents and general intangibles
relating to any of the foregoing, and (xi) all proceeds of any of the foregoing.

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

             "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of February 20, 2001 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.

             "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.

             "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

                                       14
<PAGE>   19
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 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.

             "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

                                       15
<PAGE>   20
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 Amkor Technology Korea, Inc., a
Subsidiary of the Company, and Anam Semiconductor, Inc. in connection with the
Asset Purchase Agreement, as the same may be extended or renewed from time to
time without alteration of the material terms thereof.

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

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

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

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

                                       16
<PAGE>   21
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 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.

                                       17
<PAGE>   22
Section 1.02.        Other Definitions.

<TABLE>
<CAPTION>
                                                                                                                 Defined in
         Term                                                                                                     Section
         ----                                                                                                     -------
<S>                                                                                                              <C>
         "Affiliate Transaction"..........................................................................          4.11
         "Asset Sale".....................................................................................          4.10
         "Asset Sale Offer"...............................................................................          3.03
         "Authentication Order"...........................................................................          2.02
         "Calculation Date" ..............................................................................          1.01
         "Change of Control Offer"........................................................................          4.14
         "Change of Control Payment"......................................................................          4.14
         "Change of Control Payment Date".................................................................          4.14
         "Covenant Defeasance"............................................................................          8.03
         "DTC" ...........................................................................................          2.03
         "Event of Default"...............................................................................          6.01
         "Excess Proceeds"................................................................................          4.10
         "incur"..........................................................................................          4.09
         "Legal Defeasance"...............................................................................          8.02
         "Offer Amount"...................................................................................          3.03
         "Offer Period"...................................................................................          3.03
         "Paying Agent"...................................................................................          2.03
         "Permitted Debt".................................................................................          4.09
         "Purchase Date"..................................................................................          3.03
         "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.

                                       18
<PAGE>   23
             All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the TIA
have the meanings so assigned to them.

Section 1.04.        Rules of Construction.

             Unless the context otherwise requires:

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

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

             (c) "or" is not exclusive;

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

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

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


                                    ARTICLE 2
                                    THE NOTES

Section 2.01.        Form and Dating.

             (a) General. The Notes and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit A hereto. The
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
February 9, 2001 (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

                                       19
<PAGE>   24
             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.

                          (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

                                       20
<PAGE>   25
authenticate Notes. An authenticating agent may authenticate Notes whenever the
Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as an Agent to deal with Holders or an Affiliate of the Company.

Section 2.03.        Registrar and Paying Agent.

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

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

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

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).

                                       21
<PAGE>   26
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.

             (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

                                       22
<PAGE>   27
             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 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.

                                       23
<PAGE>   28
                          (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;

                                       (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

                                       24
<PAGE>   29
                          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;

                                       (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

                                       25
<PAGE>   30
                          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;

                                       (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

                                       26
<PAGE>   31
                                       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;

                                       (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,

                                       27
<PAGE>   32
                          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:

                                                    (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;

                                       28
<PAGE>   33
                          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;

                                       (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

                                       29
<PAGE>   34
                          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, 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

                                       30
<PAGE>   35
             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 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 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

                                       31
<PAGE>   36
             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

                                       32
<PAGE>   37
                          Note or to a Holder of a Definitive Note for
                          any registration of transfer or exchange, but the
                          Company may require payment of a sum sufficient to
                          cover any transfer tax or similar governmental charge
                          payable in connection therewith (other than any such
                          transfer taxes or similar governmental charge payable
                          upon exchange or transfer pursuant to Sections 2.10,
                          3.06, 3.03, 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.

                                       33

<PAGE>   38

Section 2.08.     Outstanding Notes.

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

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

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

            If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any thereof) holds, on a redemption date or maturity date, money
sufficient to pay Notes payable on that date, then on 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.


                                       34
<PAGE>   39

Section 2.12.     Defaulted Interest.

         If the Company defaults in a payment of interest on the Notes, it shall
pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01 hereof. The Company shall notify the Trustee in writing of
the amount of defaulted interest proposed to be paid on each Note and the date
of the proposed payment. The Company shall fix or cause to be fixed each such
special record date and payment date, provided that no such special record date
shall be less than 10 days prior to the related payment date for such defaulted
interest. At least 15 days before the special record date, the Company (or, upon
the written request of the Company, the Trustee in the name and at the expense
of the Company) shall mail or cause to be mailed to Holders a notice that states
the special record date, the related payment date and the amount of such
interest to be paid.

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 PREPAYMENT

Section 3.01.     No Optional Redemption.

            The Company shall not have the option to redeem the Notes prior to
maturity.

Section 3.02.     No Mandatory Redemption.

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

Section 3.03.     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>   40

            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
3.03 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


                                       36
<PAGE>   41

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

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

            On or before the Purchase Date, the Company shall, to the extent
lawful, accept for payment, on a pro rata basis to the extent necessary, the
Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale
Offer, or if less than the Offer Amount has been tendered, all Notes tendered,
and shall deliver to the Trustee an Officers' Certificate stating that such
Notes or portions thereof were accepted for payment by the Company in accordance
with the terms of this Section 3.03. 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


                                       37
<PAGE>   42

notices and demands to or upon the Company in respect of the Notes and this
Indenture may be served. The Company shall give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee.

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

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

Section 4.03.     Reports.

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

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

Section 4.04.     Compliance Certificate.

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


                                       38
<PAGE>   43

thereto.

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

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

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

Section 4.05.     Taxes.

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

Section 4.06.     Stay, Extension and Usury Laws.

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

Section 4.07.     Restricted Payments.

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


                                       39
<PAGE>   44

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

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

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

            (c) such Restricted Payment, together with the aggregate amount of
all other Restricted Payments made by the Company and its Restricted
Subsidiaries after May 13, 1999 (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 July 1, 1999 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 13, 1999 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 May 13, 1999 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 May 13, 1999 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 May 13, 1999 (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 May 13, 1999 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


                                       40
<PAGE>   45

Subsidiary which has not been repaid or converted into cash or assets.

            The preceding provisions will not prohibit: (i) the payment of any
dividend within 60 days after the date of declaration thereof, if at the date of
declaration no Default has occurred and is continuing or would be caused thereby
and such payment would have complied with the provisions of this Indenture, (ii)
the making of any payment on or with respect to, or in connection with, the
redemption, repurchase, retirement, defeasance or other acquisition of, any
Indebtedness of the Company or any Restricted Subsidiary that is subordinated to
the Notes or of any Equity Interests of the Company or any Restricted Subsidiary
in exchange for, or out of the net cash proceeds of the substantially concurrent
sale (other than to a Subsidiary of the Company) of, Equity Interests (other
than Disqualified Stock) of the Company or any subordinated Indebtedness of the
Company; provided that the amount of any such net cash proceeds that are
utilized for any such redemption, repurchase, retirement, defeasance or other
acquisition shall be excluded from clause (c)(2) of the preceding paragraph,
(iii) the making of any payment on or with respect to, or in connection with,
the defeasance, redemption, repurchase or other acquisition of Indebtedness of
the Company or any Restricted Subsidiary that is subordinated to the Notes with
the net cash proceeds from the incurrence of Permitted Refinancing Indebtedness,
(iv) the payment of any dividend by a Restricted Subsidiary of the Company to
the holders of its common Capital Stock on a pro rata basis, (v) so long as no
Default has occurred and is continuing or would be caused thereby, the
repurchase, redemption or other acquisition or retirement for value of any
Equity Interests of the Company or any Restricted Subsidiary of the Company held
by any employee of the Company or any Restricted Subsidiary pursuant to any
employee equity subscription agreement, stock ownership plan or stock option
agreement in effect from time to time; provided that the aggregate price paid
for all such repurchased, redeemed, acquired or retired Equity Interests shall
not exceed $2.0 million in any twelve-month period and $10.0 million in the
aggregate, (vi) the making of any payment on or with respect to, or repurchase,
redemption, defeasance or other acquisition or retirement for value of the 5.75
% subordinated convertible notes due 2003 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 May 3, 2001 or September 20,
2001, respectively, pursuant to the terms thereof, or (B) the honoring by the
Company of any conversion request by a holder of the convertible notes
(including the payment by the Company of any cash in lieu of fractional shares)
in accordance with their terms, (vii) that portion of Investments the payment
for which consists exclusively of Equity Interests (other than Disqualified
Stock) of the Company, (viii) so long as no Default has occurred and is
continuing or would be caused thereby, other Restricted Payments in an aggregate
amount not to exceed $25.0 million, (ix) the repurchase of Equity Interests of
the Company that may be deemed to occur upon the exercise of stock options if
such Equity Interests represent a portion of the exercise price thereof, (x) any
payments to one or more shareholders of the Company in connection with settling
shareholder obligations for income taxes in respect of tax periods ending prior
to the conversion of the Company from "S" corporation status to "C" corporation
status, (xi) in the case of an Asset Sale, any Asset Sale Offer after the
Company has complied with its obligations to the Holders of the 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


                                       41
<PAGE>   46

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

Section 4.08.    Dividend and Other Payment Restrictions Affecting Subsidiaries.

            The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or permit to exist or become
effective any encumbrance or restriction on the ability of any Restricted
Subsidiary to (a)(i) pay dividends or make any other distributions to the
Company or any of its Restricted Subsidiaries (A) on its Capital Stock or (B)
with respect to any other interest or participation in, or measured by, its
profits or (ii) pay any indebtedness owed to the Company or any of its
Restricted Subsidiaries, (b) make loans or advances to the Company or any of its
Restricted Subsidiaries or (c) transfer any of its properties or assets to the
Company or any of its Restricted Subsidiaries, except for such encumbrances or
restrictions existing under or by reasons of (i) Existing Indebtedness as in
effect on the date hereof and any amendments, modifications, restatements,
renewals, increases, supplements, refundings, replacements or refinancings
thereof, provided that such amendments, modifications, restatements, renewals,
increases, supplements, refundings, replacements or refinancings are no more
restrictive, taken as a whole, with respect to such dividend and other payment
restrictions than those contained in such Existing Indebtedness, as in effect on
the date hereof, (ii) this Indenture and the Notes, (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,


                                       42
<PAGE>   47

(xii) any Receivables Program, and (xiii) any restriction imposed pursuant to
contracts for the sale of assets with respect to the transfer of the assets to
be sold pursuant to such contract.

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

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

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

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

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

                 (iii) the incurrence by the Company and any Guarantor of
      Indebtedness represented by the Notes 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 such Restricted Subsidiary and (b) Capital Lease
      Obligations, in an aggregate amount at any time outstanding, including
      all Permitted Refinancing Indebtedness incurred to refund, refinance or
      replace any Indebtedness incurred pursuant to this clause (iv), not to
      exceed 10% of the Company's Consolidated Net Assets;

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

                 (vi) the incurrence by the Company or any of its Restricted
      Subsidiaries of intercompany Indebtedness between or among the Company
      and any of its Restricted


                                       43
<PAGE>   48

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

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

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

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

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

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


                                       44
<PAGE>   49

      included in Consolidated Interest Expense of the Company as accrued;

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

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

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

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

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

            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,


                                       45
<PAGE>   50

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 commence a pro rata Asset Sale Offer
pursuant to Section 3.03 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 3.03 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.


                                       46
<PAGE>   51

Section 4.11.     Transactions with Affiliates.

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

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

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

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


                                       47
<PAGE>   52

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.


                                       48
<PAGE>   53

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 3.03 hereof and all other provisions of this
Indenture applicable to a Change of Control Offer made by the Company and
purchases all Notes


                                       49
<PAGE>   54

validly tendered and not withdrawn under such Change of Control Offer.

Section 4.15.     Amendment of Subordination Provisions.

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

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

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

Section 4.17.     Payments for Consent.

            Neither the Company nor any of its Subsidiaries shall, directly or
indirectly, pay or cause to be paid any consideration 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.     Additional Note Guarantees.

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


                                       50
<PAGE>   55

Section 4.19.     Designation of Restricted and Unrestricted Subsidiaries.

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

Section 4.20.     Limitation on Sale and Leaseback Transactions.

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

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


                                    ARTICLE 5
                                   SUCCESSORS

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

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


                                       51
<PAGE>   56

exists, (iv) except in the case of the amalgamation, consolidation or merger of
the Company with or into a Wholly Owned Restricted Subsidiary or with or into
any Person solely for the purpose of effecting a change in the state of
incorporation of the Company, the Company or the Person formed by or surviving
any such consolidation or merger (if other than the Company) shall, on the date
of such transaction after giving pro forma effect thereto and any related
financing transactions as if the same had occurred at the beginning of the
applicable four-quarter period, be permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Consolidated Interest Expense Coverage
Ratio test set forth in the first paragraph of Section 4.09 hereof, and (v) the
Company shall have delivered to the Trustee an Officer's Certificate stating
that such consolidation, merger, sale, assignment, transfer, conveyance or other
disposition complies with this Indenture. In addition, the Company shall not,
directly or indirectly, lease all or substantially all of its properties or
assets, in one or more related transactions, to any other Person. The provisions
of this Section 5.01 shall not be applicable to a sale, assignment, transfer,
conveyance or other disposition of assets by the Company to any of its Wholly
Owned Restricted Subsidiaries.

Section 5.02.     Successor Corporation Substituted.

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


                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

Section 6.01.     Events of Default.

            An "Event of Default" occurs if:

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

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

            (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


                                       52
<PAGE>   57

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 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


                                       53
<PAGE>   58

      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
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


                                       54
<PAGE>   59

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

Section 6.06.     Limitation on Suits.

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

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

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

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

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

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

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

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

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

Section 6.08.     Collection Suit by Trustee.

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


                                       55
<PAGE>   60

Section 6.09.     Trustee May File Proofs of Claim.

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

Section 6.10.     Priorities.

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

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

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

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

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

Section 6.11.     Undertaking for Costs.

            In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the


                                       56
<PAGE>   61

court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section does not apply to a suit by the Trustee, a suit by a Holder of a
Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in
principal amount of the then outstanding Notes.


                                    ARTICLE 7
                                     TRUSTEE

Section 7.01.     Duties of Trustee.

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

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

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

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

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

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

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

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

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

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


                                       57
<PAGE>   62

the Trustee security and indemnity satisfactory to it against any loss,
liability or expense.

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

Section 7.02.     Rights of Trustee.

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

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

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

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

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

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

Section 7.03.     Individual Rights of Trustee.

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

Section 7.04.     Trustee's Disclaimer.

            The Trustee shall not be responsible for and makes no representation
as to the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company's use of the 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


                                       58
<PAGE>   63

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

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

Section 7.07.     Compensation and Indemnity.

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

            The Company shall indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the
costs and expenses of enforcing this Indenture against the Company (including
this Section 7.07) and defending itself against any claim (whether asserted by
the Company or any Holder or any other person) or liability in connection with
the exercise or performance of any of its powers or duties hereunder, except to
the extent any such loss, liability or expense may be attributable to its
negligence or bad faith. The Trustee shall notify the Company promptly of any
claim for which it may seek indemnity. Failure by the Trustee to so notify the
Company shall not relieve the Company of 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.


                                       59
<PAGE>   64

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

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

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

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

Section 7.08.     Replacement of Trustee.

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

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

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

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

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

            (d)  the Trustee becomes incapable of acting.

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

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

            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.


                                       60
<PAGE>   65

            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.

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


                                       61
<PAGE>   66

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,


                                       62
<PAGE>   67

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


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<PAGE>   68

released from its Obligations under its Note Guarantee.

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

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

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

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

Section 8.06.     Repayment to Company.

            Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of, premium, if
any, or interest on any Note and remaining unclaimed for two years after such
principal, and premium, if any, or interest has become due and payable shall be
paid to the Company on its request or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Note shall thereafter look
only to the Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
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


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<PAGE>   69

be revived and reinstated as though no deposit had occurred pursuant to Section
8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted
to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the
case may be; provided, however, that, if the Company makes any payment of
principal of, premium, if any, or interest on any Note following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent.


                                    ARTICLE 9
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01.     Without Consent of Holders of Notes.

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

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

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

            (c) to provide for the assumption of the Company's or a Guarantor's
obligations to the Holders of the Notes by a successor to the Company pursuant
to Article 5 or Article 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 3.03, 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


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<PAGE>   70

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 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 3.03, 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);


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<PAGE>   71

            (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 3.03, 4.10,
4.14; or

            (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.


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<PAGE>   72

                                   ARTICLE 10
                                 NOTE GUARANTEES

Section 10.01.    Guarantee.

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


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<PAGE>   73

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.

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 F 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


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<PAGE>   74

reasonably satisfactory to the Trustee, under the Notes, this Indenture and the
Note Guarantee on the terms set forth herein or therein; and

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

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

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

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.


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                                   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

            With a copy to:

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

            Attention: Larry Sonsini

            If to the Trustee:

            State Street Bank & Trust Co.
            2 Avenue de Lafayette, 6th Fl.
            Boston, Massachusetts  02111
            Telecopier No.: (617) 998-9514
            Attention:  Corporate Trust Administration
                        (Amkor Technology, Inc. 9 1/4% Senior Notes due
                        February 15, 2008)

            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


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<PAGE>   76

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:

            (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


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<PAGE>   77

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.

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 CT Corporation System, located
at 111 Eighth Avenue, New York, N.Y. 10011 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.


                                       73
<PAGE>   78

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.

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 2003,
5.00% convertible subordinated notes due 2007 and the Senior Subordinated Notes.


                         [Signatures on following page]


                                       74
<PAGE>   79

                                   SIGNATURES


Dated as of February 20, 2001

                                          AMKOR TECHNOLOGY, INC.

                                          By: ________________________________
                                          Name:
                                          Title:

Attest:

_________________________________
Name:
Title:

                                          STATE STREET BANK AND TRUST COMPANY

                                          By: ________________________________
                                          Name:
                                          Title:

<PAGE>   80

                                                                       EXHIBIT A


                                 [Face of Note]


                                                                CUSIP _________


                    9 1/4% Senior Notes due February 15, 2008

No. ___  $____________


                                              AMKOR TECHNOLOGY, INC.

promises to pay to ___________________________________________________________

or registered assigns,

the principal sum of _________________________________________________________

Dollars on February 15, 2008

Interest Payment Dates:  February 15 and August 15

Record Dates:  February 1 and August 1

Dated: February 20, 2001


                                      A-1
<PAGE>   81
                                                                       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:  February ___, 2001           AMKOR TECHNOLOGY, INC.


                                           By: ________________________________
                                               Name:
                                               Title:


                                           By: ________________________________
                                               Name:
                                               Title:


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

STATE STREET BANK AND TRUST COMPANY,
  as Trustee


By: __________________________________
Authorized Signatory


                                      A-2
<PAGE>   82

                                                                       EXHIBIT A

                                 [Back of Note]
                    9 1/4% Senior Notes due February 15, 2008

[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
9 1/4% per annum from February 20, 2001 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 February 15 and August 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 August 15, 2001. 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 February 1 or August
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, State Street Bank and
Trust Company, the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without notice
to any Holder. The Company or any of its Subsidiaries may act in any such
capacity.

            4. INDENTURE. The Company issued the Notes under an Indenture dated
as of February 20, 2001 ("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>   83
                                                                       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
$500 million in aggregate principal amount.

            5.   NO OPTIONAL REDEMPTION.

            The Company shall not be entitled to redeem the Notes prior to
maturity.

            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 3.03 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 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,


                                      A-4
<PAGE>   84
                                                                       EXHIBIT A


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 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.


                                      A-5
<PAGE>   85
                                                                       EXHIBIT A


            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 2003, 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 February 20, 2001, 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
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

            The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

Amkor Technology, Inc.
1345 Enterprise Drive
West Chester, Pennsylvania  19380
Attention: Secretary


                                      A-6
<PAGE>   86
                                                                       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-7
<PAGE>   87
                                                                       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-8
<PAGE>   88
                                                                       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
                          Amount of decrease in    Amount of increase in       [at maturity] of            Signature of
                            Principal Amount          Principal Amount         this Global Note        authorized officer of
                            [at maturity] of          [at 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-9


<PAGE>   89
                                                                       EXHIBIT B


                         FORM OF CERTIFICATE OF TRANSFER

Amkor Technology, Inc.
1345 Enterprise Drive
West Chester, Pennsylvania  19380
Attention: Secretary

State Street Bank & Trust Co.
2 Avenue de Lafayette, 6th Fl.
Boston, Massachusetts  02111
Attention:  Corporate Trust Administration
(Amkor Technology, Inc.
91/4% Senior Notes due February 15, 2008)

            Re:  9 1/4% Senior Notes due February 15, 2008

            Reference is hereby made to the Indenture, dated as of February 20,
2001 (the "Indenture"), between Amkor Technology, Inc., as issuer (the
"Company"), and State Street Bank and Trust Company, as trustee. Capitalized
terms used but not defined herein shall have the meanings given to them in the
Indenture.

            ___________________, (the "Transferor") owns and proposes to
transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in
the principal amount of $___________ in such Note[s] or interests (the
"Transfer"), to ___________________________ (the "Transferee"), as further
specified in Annex A hereto. In connection with the Transfer, the Transferor
hereby certifies that:

                             [CHECK ALL THAT APPLY]

            1. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The
Transfer is being effected pursuant to and in accordance with Rule 144A under
the United States Securities Act of 1933, as amended (the "Securities Act"),
and, accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on transfer enumerated in the 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

                                      B-1
<PAGE>   90
                                                                       EXHIBIT B

securities market and neither such Transferor nor any Person acting on its
behalf knows that the transaction was prearranged with a buyer in the United
States, (ii) no directed selling efforts have been made in contravention of the
requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities
Act, and (iii) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act. Upon consummation of the
proposed transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will be subject to the restrictions on
Transfer enumerated in the 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.


                                      B-2
<PAGE>   91
                                                                       EXHIBIT B

         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 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>   92
                                                                       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>   93
                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

Amkor Technology, Inc.
1345 Enterprise Drive
West Chester, Pennsylvania  19380
Attention: Secretary

State Street Bank & Trust Co.
2 Avenue de Lafayette, 6th Fl.
Boston, Massachusetts  02111
Attention:  Corporate Trust Administration
(Amkor Technology, Inc.
91/4% Senior Notes due February 15, 2008)

           Re:  9 1/4% Senior Notes due February 15, 2008

                          (CUSIP _____________________)

         Reference is hereby made to the Indenture, dated as of February 20,
2001 (the "Indenture"), between Amkor Technology, Inc., as issuer (the
"Company"), and State Street Bank and Trust Company, as trustee. Capitalized
terms used but not defined herein shall have the meanings given to them in the
Indenture.

         __________________________, (the "Owner") owns and proposes to exchange
the Note[s] or interest in such Note[s] specified herein, in the principal
amount of $____________ in such Note[s] or interests (the "Exchange"). In
connection with the Exchange, the Owner hereby certifies that:

         1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A
RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN AN UNRESTRICTED GLOBAL NOTE

         (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the United States Securities Act of
1933, as amended (the "Securities Act"), (iii) the restrictions on transfer
contained in the Indenture and the 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

                                      C-1
<PAGE>   94
                                                                       EXHIBIT C

Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.

         (c) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the
Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an
Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the 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.

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.



                                      C-2
<PAGE>   95
                                                                       EXHIBIT C

                                    [Insert Name of Transferor]

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



                                      C-3
<PAGE>   96
                                                                       EXHIBIT D


                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Amkor Technology, Inc.
1345 Enterprise Drive
West Chester, Pennsylvania  19380
Attention: Secretary

State Street Bank & Trust Co.
2 Avenue de Lafayette, 6th Fl.
Boston, Massachusetts  02111
Attention:  Corporate Trust Administration
(Amkor Technology, Inc.
91/4% Senior Notes due February 15, 2008)

            Re:  9 1/4% Senior Notes due February 15, 2008

            Reference is hereby made to the Indenture, dated as of February 20,
2001 (the "Indenture"), between Amkor Technology, Inc., as issuer (the
"Company"), and State Street Bank and Trust Company, as trustee. Capitalized
terms used but not defined herein shall have the meanings given to them in the
Indenture.

            In connection with our proposed purchase of $____________ aggregate
principal amount of:

            (a)[ ] a beneficial interest in a Global Note, or

            (b)[ ] a Definitive Note,

            we confirm that:

            1. We understand that any subsequent transfer of the Notes or any
interest therein is subject to certain restrictions and conditions set forth in
the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Notes or any interest therein except in
compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the "Securities Act").

            2. We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Company or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (C) to an institutional "accredited investor" (as
defined below) that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to you and to the Company a signed letter
substantially in the form of this letter and an Opinion of Counsel in form
reasonably acceptable to the Company to the effect that such transfer is in
compliance with the Securities Act, (D) outside the United States in accordance
with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the
provisions of Rule 144(k) under the Securities Act or (F) pursuant to an
effective registration statement under the Securities Act, and we further agree
to provide to any person purchasing the Definitive Note or beneficial interest
in a Global Note from us in a transaction


                                      D-1
<PAGE>   97
                                                                       EXHIBIT D

meeting the requirements of clauses (A) through (E) of this paragraph a notice
advising such purchaser that resales thereof are restricted as stated herein.

            3. We understand that, on any proposed resale of the Notes or
beneficial interest therein, we will be required to furnish to you and the
Company such certifications, legal opinions and other information as you and the
Company may reasonably require to confirm that the proposed sale complies with
the foregoing restrictions. We further understand that the Notes purchased by us
will bear a legend to the foregoing effect.

            4. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which we are acting are each able to bear the economic risk of
our or its investment.

            5. We are acquiring the Notes or beneficial interest therein
purchased by us for our own account or for one or more accounts (each of which
is an institutional "accredited investor") as to each of which we exercise sole
investment discretion.

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


                                          [Insert Name of Accredited Investor]


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


                                      D-2
<PAGE>   98
                                                                       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 February 20, 2001 (the
"Indenture") among Amkor Technology, Inc., the Guarantors listed on Schedule I
thereto from time to time, and State Street Bank and Trust Company, as trustee
(the "Trustee"), (a) the due and punctual payment of the principal of, premium,
if any, and interest on the Notes (as defined in the Indenture), whether at
maturity, by acceleration, redemption or otherwise, the due and punctual payment
of interest on overdue principal and premium, and, to the extent permitted by
law, interest, and the due and punctual performance of all other obligations of
the Company to the Holders or the Trustee all in accordance with the terms of
the Indenture and (b) in case of any extension of time of payment or renewal of
any Notes or any of such other obligations, that the same will be promptly paid
in full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise. The
obligations of the Guarantors to the Holders of Notes and to the Trustee
pursuant to the Note Guarantee and the Indenture are expressly set forth in
Article 10 of the Indenture and reference is hereby made to the Indenture for
the precise terms of the Note Guarantee. Each Holder of a Note, by accepting the
same, (a) agrees to and shall be bound by such provisions, (b) authorizes and
directs the Trustee, on behalf of such Holder, to take such action as may be
necessary or appropriate to effectuate the subordination as provided in the
Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such
purpose; provided, however, that the Indebtedness evidenced by this Note
Guarantee shall cease to be so subordinated and subject in right of payment upon
any defeasance of this Note in accordance with the provisions of the Indenture.


                                       [NAME OF GUARANTOR(S)]

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

                                      E-1
<PAGE>   99
                                                                       EXHIBIT F


                         FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS

            SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
________________, among __________________ (the "Guaranteeing Subsidiary"), a
subsidiary of Amkor Technology, Inc. (or its permitted successor), a Delaware
corporation (the "Company"), the Company, the other Guarantors (as defined in
the Indenture referred to herein) and State Street Bank and Trust Company, as
trustee under the indenture referred to below (the "Trustee").

                                   WITNESSETH

            WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "Indenture"), dated as of February 20, 2001, providing
for the issuance of an aggregate principal amount of up to $500,000,000 of 9
1/4% Senior Notes due February 15, 2008 (the "Notes");

            WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "Note Guarantee"); and

            WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

            NOW THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

            1. CAPITALIZED TERMS. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.

            2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees
as follows:

                  (a) Along with all Guarantors named in the Indenture, to
            jointly and severally Guarantee to each Holder of a Note
            authenticated and delivered by the Trustee and to the Trustee and
            its successors and assigns, the Notes or the obligations of the
            Company hereunder or thereunder, that:

                         (i) the principal of and interest on the Notes will be
               promptly paid in full when due, whether at maturity, by
               acceleration, redemption or otherwise, and interest on the
               overdue principal of and interest on the Notes, if any, if
               lawful, and all other obligations of the Company to the Holders
               or the Trustee hereunder or thereunder will be promptly paid in
               full or performed, all in accordance with the terms hereof and
               thereof; and

                         (ii) in case of any extension of time of payment or
               renewal of any Notes or any of such other obligations, that same
               will be promptly paid in full when due or performed in accordance
               with the terms of the extension or renewal, whether at stated
               maturity, by acceleration or otherwise. Failing payment when due
               of any amount so guaranteed or any performance so guaranteed for
               whatever reason, the Guarantors shall be jointly and severally
               obligated to pay the same immediately.


                                      F-1
<PAGE>   100
                                                                       EXHIBIT F

                  (b) The obligations hereunder shall be unconditional,
            irrespective of the validity, regularity or enforceability of the
            Notes or the Indenture, the absence of any action to enforce the
            same, any waiver or consent by any Holder of the Notes with respect
            to any provisions hereof or thereof, the recovery of any judgment
            against the Company, any action to enforce the same or any other
            circumstance which might otherwise constitute a legal or equitable
            discharge or defense of a guarantor.

                  (c) The following is hereby waived: diligence presentment,
            demand of payment, filing of claims with a court in the event of
            insolvency or bankruptcy of the Company, any right to require a
            proceeding first against the Company, protest, notice and all
            demands whatsoever.

                  (d) This Note Guarantee shall not be discharged except by
            complete performance of the obligations contained in the Notes and
            the Indenture, and the Guaranteeing Subsidiary accepts all
            obligations of a Guarantor under the Indenture.

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

                  (f) The Guaranteeing Subsidiary shall not be entitled to any
            right of subrogation in relation to the Holders in respect of any
            obligations guaranteed hereby until payment in full of all
            obligations guaranteed hereby.

                  (g) As between the Guarantors, on the one hand, and the
            Holders and the Trustee, on the other hand, (x) the maturity of the
            obligations guaranteed hereby may be accelerated as provided in
            Article 6 of the Indenture for the purposes of this Note Guarantee,
            notwithstanding any stay, injunction or other prohibition preventing
            such acceleration in respect of the obligations guaranteed hereby,
            and (y) in the event of any declaration of acceleration of such
            obligations as provided in Article 6 of the Indenture, such
            obligations (whether or not due and payable) shall forthwith become
            due and payable by the Guarantors for the purpose of this Note
            Guarantee.

                  (h) The Guarantors shall have the right to seek contribution
            from any non-paying Guarantor so long as the exercise of such right
            does not impair the rights of the Holders under the Guarantee.

                  (i) Pursuant to Section 10.02 of the Indenture, after giving
            effect to any maximum amount and any other contingent and fixed
            liabilities that are relevant under any applicable Bankruptcy or
            fraudulent conveyance laws, and after giving effect to any
            collections from, rights to receive contribution from or payments
            made by or on behalf of any other Guarantor in respect of the
            obligations of such other Guarantor under Article 10 of the
            Indenture, this 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>   101
                                                                       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>   102
                                                                       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>   103
                                                                       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:

                                           STATE STREET BANK AND TRUST COMPANY,
                                             as Trustee


                                           By:________________________________
                                               Authorized Signatory


                                      F-5
<PAGE>   104
                                                                       EXHIBIT F

                                   SCHEDULE I
                             SCHEDULE OF GUARANTORS

            The following schedule lists each Guarantor under the Indenture as
of the date of issuance of the Notes:

None.

                                      F-6