<PAGE>

                                                                     Exhibit 4.2

                                                               EXECUTION VERSION

================================================================================

                             AMKOR TECHNOLOGY, INC.

                                       AND

                         U.S. BANK NATIONAL ASSOCIATION

                                   AS TRUSTEE

              2.50% Convertible Senior Subordinated Notes due 2011

                                   ----------

                                    INDENTURE

                            Dated as of May 26, 2006

                                   ----------

================================================================================

<PAGE>

                             AMKOR TECHNOLOGY, INC.

               Reconciliation and tie between Trust Indenture Act
                 of 1939 and Indenture, dated as of May 26, 2006

<TABLE>
<CAPTION>
TRUST INDENTURE ACT SECTION                                       INDENTURE SECTION
---------------------------                                       -----------------
<S>                                                               <C>
Section 310(a)(1)..............................................   7.10
(a)(2).........................................................   7.10
(a)(3).........................................................   Not Applicable
(a)(4).........................................................   Not Applicable
(a)(5).........................................................   Not Applicable
(b)............................................................   7.08, 7.10
(c)............................................................   Not Applicable
Section 311(a).................................................   7.11
(b)............................................................   7.11
(c)............................................................   Not Applicable
Section 312(a).................................................   2.05
(b)............................................................   10.03
(c)............................................................   10.03
Section 313(a).................................................   7.06
(b)(1).........................................................   Not Applicable
(b)(2).........................................................   7.06
(c)............................................................   7.06
(d)............................................................   7.06
Section 314(a).................................................   402, 403
(c)(1).........................................................   10.04
(c)(2).........................................................   10.04
(c)(3).........................................................   Not Applicable
(e)............................................................   4.03
(f)............................................................   Not Applicable
Section 315(a).................................................   7.01
(b)............................................................   7.05
(c)............................................................   7.01
(d)............................................................   7.01
(e)............................................................   6.11
Section 316(a) (last sentence).................................   2.09
(a)(1)(A)......................................................   6.05
(a)(1)(B)......................................................   6.04
(a)(2).........................................................   Not Applicable
(b)............................................................   6.07
Section 317(a)(1)..............................................   6.08
(a)(2).........................................................   6.09
(b)............................................................   2.04
Section 318(a).................................................   10.01
</TABLE>

----------
Note: This reconciliation and tie shall not, for any purpose, be deemed to be a
     part of the Indenture.


                                        i

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
ARTICLE I DEFINITIONS....................................................     1
   SECTION 1.01.  Definitions............................................     1
   SECTION 1.02.  Other Definitions......................................     8
   SECTION 1.03.  Incorporation by Reference of Trust Indenture Act......     9
   SECTION 1.04.  Rules of Construction. Unless the context otherwise
                  requires:..............................................     9

ARTICLE II THE NOTES.....................................................     9
   SECTION 2.01.  Form and Dating........................................     9
   SECTION 2.02.  Execution and Authentication...........................    10
   SECTION 2.03.  The Trustee Registrar, Paying Agent and Conversion
                  Agent..................................................    11
   SECTION 2.04.  Paying Agent To Hold Money in Trust....................    11
   SECTION 2.05.  Holder Lists...........................................    11
   SECTION 2.06.  Transfer and Exchange..................................    11
   SECTION 2.07.  Replacement Notes......................................    13
   SECTION 2.08.  Outstanding Notes......................................    14
   SECTION 2.09.  When Treasury Notes Disregarded........................    14
   SECTION 2.10.  Temporary Notes........................................    14
   SECTION 2.11.  Cancellation...........................................    15
   SECTION 2.12.  Defaulted Interest.....................................    15
   SECTION 2.13.  CUSIP Number...........................................    15

ARTICLE III [Intentionally Omitted]......................................    16

ARTICLE IV COVENANTS.....................................................    16
   SECTION 4.01.  Payment of Notes.......................................    16
   SECTION 4.02.  Commission Reports.....................................    16
   SECTION 4.03.  Compliance Certificate.................................    16
   SECTION 4.04.  Maintenance of Office or Agency........................    16
   SECTION 4.05.  Continued Existence....................................    17
   SECTION 4.06.  Repurchase Upon Designated Event.......................    17
   SECTION 4.07.  Appointments to Fill Vacancies in Trustee's Office.....    19
   SECTION 4.08.  Stay, Extension and Usury Laws.........................    19
   SECTION 4.09.  Taxes..................................................    19

ARTICLE V SUCCESSORS.....................................................    19
</TABLE>


                                        i

<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
   SECTION 5.01.  When the Company May Merge, Etc........................    19
   SECTION 5.02.  Successor Corporation Substituted......................    20
   SECTION 5.03.  Purchase Option on Change of Control...................    20

ARTICLE VI DEFAULTS AND REMEDIES.........................................    20
   SECTION 6.01.  Events of Default......................................    20
   SECTION 6.02.  Acceleration...........................................    21
   SECTION 6.03.  Other Remedies.........................................    22
   SECTION 6.04.  Waiver of Past Defaults................................    22
   SECTION 6.05.  Control by Majority....................................    22
   SECTION 6.06.  Limitation on Suits....................................    22
   SECTION 6.07.  Rights of Holders To Receive Payment...................    23
   SECTION 6.08.  Collection Suit by Trustee.............................    23
   SECTION 6.09.  Trustee May File Proofs of Claim.......................    23
   SECTION 6.10.  Priorities.............................................    23
   SECTION 6.11.  Undertaking for Costs..................................    24

ARTICLE VII THE TRUSTEE..................................................    24
   SECTION 7.01.  Duties of the Trustee..................................    24
   SECTION 7.02.  Rights of the Trustee..................................    25
   SECTION 7.03.  Individual Rights of the Trustee.......................    26
   SECTION 7.04.  Trustee's Disclaimer...................................    26
   SECTION 7.05.  Notice of Defaults.....................................    26
   SECTION 7.06.  Reports by the Trustee to Holders......................    27
   SECTION 7.07.  Compensation and Indemnity.............................    27
   SECTION 7.08.  Replacement of the Trustee.............................    27
   SECTION 7.09.  Successor Trustee by Merger, etc.......................    28
   SECTION 7.10.  Eligibility, Disqualification..........................    28
   SECTION 7.11.  Preferential Collection of Claims Against Company......    29

ARTICLE VIII SATISFACTION AND DISCHARGE OF INDENTURE.....................    29
   SECTION 8.01.  Discharge of Indenture.................................    29
   SECTION 8.02.  Deposited Monies to be Held in Trust by Trustee........    29
   SECTION 8.03.  Paying Agent to Repay Monies Held......................    29
</TABLE>


                                       ii

<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
   SECTION 8.04.  Return of Unclaimed Monies.............................    29
   SECTION 8.05.  Reinstatement..........................................    30

ARTICLE IX AMENDMENTS....................................................    30
   SECTION 9.01.  Without the Consent of Holders.........................    30
   SECTION 9.02.  With the Consent of Holders............................    30
   SECTION 9.03.  Compliance with the Trust Indenture Act................    31
   SECTION 9.04.  Revocation and Effect of Consents......................    31
   SECTION 9.05.  Notation on or Exchange of Notes.......................    32
   SECTION 9.06.  Trustee Protected......................................    32

ARTICLE X GENERAL PROVISIONS.............................................    32
   SECTION 10.01. Trust Indenture Act Controls...........................    32
   SECTION 10.02. Notices................................................    32
   SECTION 10.03. Communication by Holders With Other Holders............    33
   SECTION 10.04. Certificate and Opinion as to Conditions Precedent.....    33
   SECTION 10.05. Statements Required in Certificate or Opinion..........    33
   SECTION 10.06. Rules by Trustee and Agents............................    34
   SECTION 10.07. Legal Holidays.........................................    34
   SECTION 10.08. No Recourse Against Others.............................    34
   SECTION 10.09. Counterparts...........................................    34
   SECTION 10.10. Other Provisions.......................................    34
   SECTION 10.11. Governing Law..........................................    35
   SECTION 10.12. No Adverse Interpretation of Other Agreements..........    35
   SECTION 10.13. Successors.............................................    35
   SECTION 10.14. Severability...........................................    35
   SECTION 10.15. Table of Contents, Headings, Etc.......................    35

ARTICLE XI SUBORDINATION.................................................    35
   SECTION 11.01. Agreement to Subordinate...............................    35
   SECTION 11.02. Liquidation; Dissolution; Bankruptcy...................    36
   SECTION 11.03. Default on Designated Senior Debt......................    36
   SECTION 11.04. Acceleration of Notes..................................    37
   SECTION 11.05. When Distribution Must Be Paid Over....................    37
</TABLE>


                                       iii

<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
   SECTION 11.06. Notice by Company......................................    37
   SECTION 11.07. Subrogation............................................    37
   SECTION 11.08. Relative Rights........................................    37
   SECTION 11.09. Subordination May Not Be Impaired by Company...........    38
   SECTION 11.10. Distribution or Notice to Representative...............    38
   SECTION 11.11. Rights of Trustee and Paying Agent.....................    38
   SECTION 11.12. Authorization to Effect Subordination..................    38
   SECTION 11.13. Amendments.............................................    39
   SECTION 11.14. Senior Debt Entitled to Rely...........................    39

ARTICLE XII CONVERSION OF CONVERTIBLE SENIOR SUBORDINATED NOTES..........    39
   SECTION 12.01. Right to Convert.......................................    39
   SECTION 12.02. Exercise of Conversion Privilege; Issuance of Common
                  Stock on Conversion; No Adjustment for Interest or
                  Dividends..............................................    39
   SECTION 12.03. Cash Payments in Lieu of Fractional Shares.............    40
   SECTION 12.04. Conversion Rate........................................    40
   SECTION 12.05. Adjustment of Conversion Rate..........................    40
   SECTION 12.06. Effect of Recapitalization, Reclassification,
                  Consolidation, Merger, Sale, Lease or Transfer.........    47
   SECTION 12.07. Taxes on Shares Issued.................................    48
   SECTION 12.08. Reservation of Shares; Shares to Be Fully Paid; Listing
                  of Common Stock........................................    48
   SECTION 12.09. Responsibility of Trustee..............................    49
   SECTION 12.10. Notice to Holders Prior to Certain Actions.............    49
   SECTION 12.11. Make Whole Premium Upon a Change of Control............    50
</TABLE>

EXHIBIT A  FORM OF NOTE


                                       iv
<PAGE>

          THIS INDENTURE, dated as of May 26, 2006, is between Amkor Technology,
Inc., a Delaware corporation (the "Company"), and U.S. Bank National
Association, a national banking association organized and existing under laws of
the United States, as trustee (the "Trustee"). The Company has duly authorized
the creation of its 2.50% Convertible Senior Subordinated Notes due 2011 (the
"Notes") and to provide therefore the Company and the Trustee have duly
authorized the execution and delivery of this Indenture. Each party agrees as
follows for the benefit of the other party and for the equal and ratable benefit
of the holders from time to time of the Notes:

                                    ARTICLE I
                                   DEFINITIONS

     SECTION 1.01. Definitions.

          "Acquiring Person" means any "person" (as defined in Section 13(d) (3)
of the Exchange Act) who or which, together with all affiliates and associates
(each as defined in Rule 12b-2 under the Exchange Act), becomes the beneficial
owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act and as further
defined below) of shares of Common Stock or other voting securities of the
Company having more than 50% of the total voting power of the Voting Stock of
the Company; provided, however, that an Acquiring Person shall not include (i)
the Company, (ii) any Subsidiary of the Company, (iii) any Permitted Holder,
(iv) an underwriter engaged in a firm commitment underwriting in connection with
a public offering of the Voting Stock of the Company or (v) any current or
future employee or director benefit plan of the Company or any Subsidiary of the
Company or any entity holding Common Stock of the Company for or pursuant to the
terms of any such plan. For purposes hereof, a person shall not be deemed to be
the beneficial owner of (A) any securities tendered pursuant to a tender or
exchange offer made by or on behalf of such person or any of such person's
affiliates until such tendered securities are accepted for purchase or exchange
thereunder, or (B) any securities if such beneficial ownership (1) arises solely
as a result of a revocable proxy delivered in response to a proxy or consent
solicitation made pursuant to the applicable rules and regulations under the
Exchange Act, and (2) is not also then reportable on Schedule 13D (or any
successor schedule) under the Exchange Act.

          "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. 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, Conversion Agent or
co-registrar.

          "Agent Member" means any member of, or participant in, the Depositary.

          "Applicable Procedures" means, with respect to any transfer or
transaction involving a Global Security or beneficial interest therein, the
rules and procedures of the Depositary for such Global Security to the extent
applicable to such transaction and as in effect from time to time.

          "Board of Directors" means (i) with respect to a corporation, the
board of directors of the corporation or any committee thereof duly authorized
to act on behalf of the board of directors, (ii) with respect to a partnership,
the general partner or the board of directors of the general partner, as
applicable, of the partnership and (iii) with respect to any other entity, the
board or committee of that entity serving a similar function.


<PAGE>

          "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" of any Person means any and all shares, interests,
rights to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) equity of such Person, but excluding any debt
securities convertible into such equity.

          "Change of Control" means the occurrence of one or more of the
following events: (a) any Person has become an Acquiring Person, (b) the Company
consolidates with or merges into any other corporation, or conveys, transfers or
leases all or substantially all of its assets to any Person, or any other
corporation merges into the Company, and, in the case of any such transaction,
the outstanding Common Stock of the Company is exchanged as a result, unless the
stockholders of the Company immediately before such transaction own, directly or
indirectly immediately following such transaction, at least a majority of the
combined voting power of the outstanding voting securities of the corporation
resulting from such transaction in substantially the same proportion as their
ownership of the Voting Stock of the Company immediately before such
transaction, or (c) any time the Continuing Directors do not constitute a
majority of the Board of Directors of the Company (or, if applicable, a
successor corporation to the Company); provided that a Change of Control shall
not be deemed to have occurred if either (x) the last Closing Price of the
Common Stock for any five trading days during the 10 consecutive trading days
immediately preceding the Change of Control is equal to at least 105% of the
applicable Conversion Price in effect on the date of such Change of Control or
(y) at least 90% of the consideration (excluding cash payments for fractional
shares) in the transaction or transactions constituting the Change of Control
consists of shares of common stock that are, or upon issuance will be, traded on
a United States national securities exchange or approved for trading on an
established automated over-the-counter trading market in the United States.

          "Commission" means the United States Securities and Exchange
Commission.

          "Common Stock" means any stock of any class of the Company which has
no preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the Company
and which is not subject to redemption by the Company. Subject to the provisions
of Section 12.06, however, shares issuable on conversion of Notes shall include
only shares of the class designated as Common Stock of the Company at the Issue
Date or shares of any class or classes resulting from any reclassification or
reclassifications thereof and which have no preference in respect of dividends
or of amounts payable in the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Company and which are not subject to redemption
by the Company; provided that if at any time there shall be more than one such
resulting class, the shares of each such class then so issuable shall be
substantially in the proportion which the total number of shares of such class
resulting from all such reclassifications bears to the total number of shares of
all such classes resulting from all such reclassifications.

          "Company" means the party named as such above until a successor
replaces it in accordance with Article V and thereafter means the successor.

          "Continuing Directors" means, as of any date of determination, any
member of the Board of Directors who (i) was a member of such Board of Directors
on the Issue Date 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.


                                       2

<PAGE>

          "Conversion Price" means the conversion price per $1,000 principal
amount of Notes determined by dividing $1,000 by the Conversion Rate.

          "Conversion Rate" means the initial conversion rate specified in the
form of Note in Paragraph 15 of such form, as adjusted in accordance with the
provisions of Article XII.

          "Convertible Subordinated Notes" means all of the Company's
outstanding indebtedness under its 5.75% Convertible Subordinated Notes due
2006, the Company's 5% Convertible Subordinated Notes due 2007 and the Company's
6.25% Convertible Subordinated Notes due 2013.

          "Corporate Trust Office" means the corporate trust office of the
Trustee at which at any particular time the trust created by this Indenture
shall principally be administered; as of the Issue Date, the Corporate Trust
Office is located at One Federal Street, 3rd Floor, Boston, MA 02110, Attention:
Corporate Trust Services (Amkor Technology, Inc. 2.50% Convertible Senior
Subordinated Notes due 2011).

          "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.

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

          "Definitive Security" means a certificated Note in definitive form
substantially in the form attached hereto as Exhibit A.

          "Depositary" means, with respect to any Global Securities, a clearing
agency that is registered as such under the Exchange Act and is designated by
the Company to act as Depositary for such Global Securities (or any successor
securities clearing agency so registered), which shall initially be DTC.

          "Designated Event" means the occurrence of a Change of Control or a
Termination of Trading.

          "Designated Senior Debt" means any Senior Debt permitted under the
Senior Subordinated Notes Indenture and the Senior Notes Indentures, the
outstanding principal amount of which is, or which provides for commitments to
extend Senior Debt, in the amount of $25.0 million or more and that has been
designated by the Company as "Designated Senior Debt."

          "Disqualified Stock" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder thereof), or upon the
happening of any event, matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or redeemable at the option of the holder
thereof, in whole or in part, on or prior to the date that is 91 days after the
date on which the Notes mature. Notwithstanding the preceding sentence, any
Capital Stock that would constitute Disqualified Stock solely because the
holders thereof have the right to require 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


                                       3

<PAGE>

provide that the Company may not repurchase or redeem any such Capital Stock
pursuant to such provisions.

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

          "DTC" means The Depository Trust Company, a New York corporation.

          "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).

          "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.

          "Existing Pari Passu Indebtedness" means the Company's 10.5% Senior
Subordinated Notes due 2009.

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

          "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 may be approved by a significant segment of the accounting
profession of the United States, which are in effect from time to time.

          "Global Security" means a Note in global form (substantially in the
form attached hereto as Exhibit A) that is deposited with the Depositary or its
custodian and registered in the name of the Depositary or its nominee.

          "Global Securities Legend" means the legend labeled as such and that
is set forth in Exhibit A hereto, which is incorporated in and expressly made a
part of this Indenture.

          "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.

          "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.

          "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


                                       4

<PAGE>

any property, except any such balance that constitutes an accrued expense or
trade payable; or (vi) Hedging Obligations, if and to the extent any of such
indebtedness (other than letters of credit and Hedging Obligations) would appear
as a liability on a balance sheet of the specified Person prepared in accordance
with GAAP. In addition, the term "Indebtedness" includes all Indebtedness of
others secured by a Lien on any asset of the specified Person (whether or not
such Indebtedness is assumed by the specified Person measured as the lesser of
the fair market value of the assets of such Person so secured or the amount of
such Indebtedness) and, to the extent not otherwise included, the Guarantee by
such Person of any indebtedness of any other Person. The amount of any
Indebtedness outstanding as of any date shall be the accreted value thereof, in
the case of any Indebtedness issued with original issue discount. In addition,
the amount of any Indebtedness shall also include the amount of all Obligations
of such Person with respect to the redemption, repayment or other repurchase of
any Disqualified Stock or, with respect to any Restricted Subsidiary of the
Company, any preferred stock of such Restricted Subsidiary.

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

          "Interest Payment Date" means May 15 and November 15 of each year,
commencing November 15, 2006.

          "Issue Date" means the date on which the Notes are first issued and
authenticated under the Indenture.

          "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.

          "Material Subsidiary" means any Subsidiary of the Company which at the
date of determination is a "significant Subsidiary" as defined in Rule 1-02(w)
of Regulation S-X under the Securities Act and the Exchange Act.

          "Maturity Date" means May 15, 2011.

          "Note Custodian" means U.S. Bank National Association, as custodian
with respect to any Global Security, or any successor entity thereto.

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

          "Officer" means the Chairman of the Board, the Chief Executive
Officer, the President, the Chief Financial Officer, the Chief Accounting
Officer, any Executive Vice President, Senior Vice President or Vice President
(whether or not designated by a number or numbers or word or words before or
after the title "Vice President"), the Treasurer, any other executive officer,
the Secretary and any Assistant Treasurer or any Assistant Secretary of the
Company.

          "Officers' Certificate" means a certificate signed by the principal
executive officer, principal financial officer or principal accounting officer
of the Company.


                                       5

<PAGE>

          "Opinion of Counsel" means a written opinion from legal counsel who
may be an employee of or counsel to the Company or the Trustee except to the
extent otherwise indicated in this Indenture.

          "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 Holders" means James J. Kim and his estates, spouses,
ancestors and lineal descendants (and spouses thereof), 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 sole beneficiaries or the
grantors, or any Person of which any of the foregoing, individually or
collectively, beneficially own (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act) voting securities representing at least a majority of the total
voting power of all classes of Capital Stock of such Person (exclusive of any
matters as to which class voting rights exist), provided, however, that if at
any time the foregoing Persons own in the aggregate 70% or more of the Company's
Voting Stock, none of the foregoing Persons shall thereafter be deemed to be a
Permitted Holder.

          "Permitted Junior Securities" means securities (i) that are
subordinated to Senior Debt and any Guarantee in respect thereof, at least to
the same extent as the Notes are subordinated to Senior Debt, and all securities
issued in exchange for, or on account of, Senior Debt or any such Guarantee
("Reorganization Senior Debt"), (ii) that have a final maturity date (iii) that
are not subject to any required principal payment, sinking fund payment or
redemption prior to the last scheduled final maturity date of any Reorganization
Senior Debt, and (iv) that are not secured by any collateral; provided, that
such securities constitute "Permitted Junior Securities" within the definition
set forth in the Senior Subordinated Notes Indenture.

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

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

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


                                       6

<PAGE>

paper, documents and general intangibles relating to any of the foregoing; and
(xi) all proceeds of any of the foregoing.

          "Regular Record Date" means the May 1 or November 1 immediately
preceding each Interest Payment Date.

          "Representative" means (a) the indenture trustee or other trustee,
agent or representative for any Senior Debt or (b) with respect to any Senior
Debt that does not have any such trustee, agent or other representative, (i) in
the case of such Senior Debt issued pursuant to an agreement providing for
voting arrangements as among the holders or owners of such Senior Debt, any
holder or owner of such Senior Debt acting with the consent of the required
Persons necessary to bind such holders or owners of such Senior Debt and (ii) in
the case of all other such Senior Debt, the holder or owner of such Senior Debt.

          "Restricted Subsidiary" of a Person means any Subsidiary treated as a
"Restricted Subsidiary" under the Senior Notes Indenture or the Senior
Subordinated Notes Indenture.

          "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.

          "Senior Debt" means: (i) the Senior Notes and all Obligations under
the Senior Notes Indentures; (ii) all Indebtedness outstanding under Permitted
Bank Debt and all Hedging Obligations with respect thereto; (iii) any other
Indebtedness permitted to be incurred by the Company under the terms of the
Senior Subordinated Notes Indenture and (following the discharge of the Senior
Subordinated Notes Indenture) the Senior Notes Indentures, unless the instrument
under which such Indebtedness is incurred expressly provides that it is on a
parity with or subordinated in right of payment to the Notes; and (iv) any
Guarantee by the Company or any Guarantor of any Indebtedness of any Foreign
Subsidiary incurred in compliance with the Senior Subordinated Notes Indenture
and (following the discharge of the Senior Subordinated Notes Indenture) the
Senior Notes Indentures; (v) all Obligations with respect to the items listed in
the preceding clauses (i), (ii), (iii) and (iv). Notwithstanding anything to the
contrary in the preceding, Senior Debt (other than any Obligations with respect
to Permitted Bank Debt) will not include: (i) any liability for federal, state,
local or other taxes owed or owing by the Company; (ii) any Indebtedness of the
Company to any of its Subsidiaries or other Affiliates; (iii) any trade
payables; (iv) the Convertible Subordinated Notes; (v) Indebtedness evidenced by
the Notes and the subsidiary guarantees under the Senior Subordinated Notes
Indenture; (vi) Indebtedness that is expressly subordinate or junior in right of
payment to any other Indebtedness of the Company; (vii) any obligation that by
operation of law is subordinate to any general unsecured obligations of the
Company; (viii) any Indebtedness that is incurred in violation of the Senior
Subordinated Notes Indenture and (following the discharge of the Senior
Subordinated Notes Indenture) the Senior Notes Indentures; or (ix) the Existing
Pari Passu Indebtedness.

          "Senior Notes" means the Company's 9.25% Senior Notes due 2008, the
Company's 7.125% Senior Notes due 2011, the Company's 7.75% Senior Notes due
2013 and the Company's 9.25% Senior Notes due 2016.

          "Senior Notes Indentures" means the indentures governing the Senior
Notes. "Senior Subordinated Notes Indenture" means the Indenture governing the
Company's 10.5% Senior Subordinated Notes due 2009.


                                       7

<PAGE>

          "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
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).

          "Termination of Trading" will be deemed to have occurred if the Common
Stock (or other common stock into which the Notes are then convertible) is
neither listed for trading on a United States national securities exchange nor
approved for quotation on the Nasdaq National Market nor approved for trading on
an established automated over-the-counter trading market in the United States.

          "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code Sections
77aaa-77bbbb) as in effect on the Issue Date, except as provided in Sections
9.03 and 12.06.

          "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.

          "Trust Officer" means an officer in the Corporate Trust Office of the
Trustee.

          "U.S. Government Obligations" means direct obligation of the United
States of America for the payment of which the full faith and credit of the
United States of America is pledged. In order to have money available on a
payment date to pay principal or interest on the Notes, the U.S. Government
Obligations shall be payable as to principal or interest on or before such
payment date in such amounts as will provide the necessary money. U.S.
Government Obligations shall not be callable at the issuer's option.

          "Voting Stock" of a Person means all classes of Capital Stock or other
interests (including partnership interests) of such Person then outstanding and
normally entitled (without regard to the occurrence of any contingency) to vote
in the election of directors, managers or trustees thereof.

     SECTION 1.02. Other Definitions.

<TABLE>
<CAPTION>
                                                              Defined in Section
                                                              ------------------
<S>                                                           <C>
"Bankruptcy Law" ...........................................  Section 6.01
"Business Day" .............................................  Section 10.07
"Current Market Price" .....................................  Section 12.05(g)
"Closing Price" ............................................  Section 12.05(g)
"Conversion Agent" .........................................  Section 2.03
"Custodian" ................................................  Section 6.01
"Definitive Securities" ....................................  Section 2.01
"Designated Event Date" ....................................  Section 4.06
"Designated Event Offer" ...................................  Section 4.06
"Designated Event Offer Termination Date" ..................  Section 4.06
"Designated Event Payment" .................................  Section 4.06
"Designated Event Payment Date" ............................  Section 4.06
"Distributed Securities" ...................................  Section 12.05(d)
"Distribution Determination Date" ..........................  Section 12.05(e)
"Effective Date" ...........................................  Section 12.11
</TABLE>


                                       8

<PAGE>

<TABLE>
<CAPTION>
                                                              Defined in Section
                                                              ------------------
<S>                                                           <C>
"Event of Default" .........................................  Section 6.01
"Expiration Date" ..........................................  Section 12.05(f)
"ex-date" ..................................................  Section 12.05(g)
"fair market value" ........................................  Section 12.05(g)
"Legal Holiday" ............................................  Section 10.07
"Make Whole Premium" .......................................  Section 12.11
"non-electing share" .......................................  Section 12.06
"Paying Agent" .............................................  Section 2.03
"Payment Blockage Notice" ..................................  Section 10.04
"Purchased Shares" .........................................  Section 12.05(f)
"Record Date" ..............................................  Section 12.05(g)
"Register" .................................................  Section 2.03
"Registrar" ................................................  Section 2.03
"Right" ....................................................  Section 12.05(i)
"Rights Plan" ..............................................  Section 12.05(i)
"Spinoff Securities" .......................................  Section 12.05(d)
"Spinoff Valuation Period" .................................  Section 12.05(d)
"Stock Price" ..............................................  Section 12.11
"trading day" ..............................................  Section 12.05(g)
"Triggering Distribution" ..................................  Section 12.05(e)
</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:

          (a)  "Commission" means the Commission;

          (b) "indenture securities" means the Notes;

          (c) "indenture security holder" means a holder of a Note;

          (d) "indenture to be qualified" means this Indenture; "indenture
trustee" or "institutional trustee" means the Trustee; and

          (e) "obligor" on the Notes means the Company or any other obligor on
the Notes.

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

     SECTION 1.04. Rules of Construction. Unless the context otherwise requires:

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

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

               (3) "or" is not exclusive;

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


                                       9

<PAGE>

               (5) the male, female and neuter genders include one another.

          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.

                                   ARTICLE II
                                    THE NOTES

     SECTION 2.01. Form and Dating.

          (a) Global Securities. Notes shall be issued in the form of one or
more definitive, fully registered form of securities without interest coupons
with the Global Securities Legend, if applicable, set forth in Exhibit A hereto,
which is incorporated in and expressly made a part of this Indenture. Any Global
Security shall be deposited on behalf of the purchasers of the Notes represented
thereby with the Trustee, at its New York office, as custodian for the
Depositary, and registered in the name of the Depositary or a nominee of the
Depositary for the accounts of participants in the Depositary, duly executed by
the Company and authenticated by the Trustee as hereinafter provided. The
aggregate principal amount of any Global Security may from time to time be
increased or decreased by adjustments made on the records of the Trustee and the
Depositary or its nominee as hereinafter provided.

          (b) Book-Entry Provisions. This Section 2.01(b) shall apply only to a
Global Security deposited with or on behalf of the Depositary.

          The Company shall execute and the Trustee shall, in accordance with
this Section 2.01(b) and the written order of the Company, authenticate and
deliver initially one or more Global Securities that (i) shall be registered in
the name of Cede & Co. or other nominee of such Depositary and (ii) shall be
delivered by the Trustee to such Depositary or pursuant to such Depositary's
instructions or held by the Trustee as custodian for the Depositary pursuant to
a FAST Balance Certificate Agreement between the Depositary and the Trustee.

          Agent Members shall have no rights under this Indenture with respect
to any Global Security held on their behalf by the Depositary or by the Trustee
as the custodian of the Depositary or under such Global Security, and the
Depositary may be treated by the Company, the Trustee and any agent of the
Company or the Trustee as the absolute owner of such Global Security for all
purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent
the Company, the Trustee or any agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by
the Depositary or impair, as between the Depositary and its Agent Members, the
operation of customary practices of such Depositary governing the exercise of
the rights of a holder of a beneficial interest in any Global Security.

          (c) Definitive Securities. Except as provided in Section 2.06 and
2.10, owners of beneficial interests in Global Securities will not be entitled
to receive physical delivery of certificated Notes in definitive form.

     SECTION 2.02. Execution and Authentication. One Officer shall sign the
Notes for the Company by manual or facsimile signature.


                                       10

<PAGE>

          If an Officer whose signature is on a Note no longer holds that office
at the time the 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.

          Upon a written order of the Company signed by an Officer of the
Company, the Trustee shall authenticate Notes for original issue. The aggregate
principal amount of Notes outstanding at any time may not exceed that amount
except as provided in Section 2.07.

          The Notes shall be issuable only in registered form without coupons
and only in denominations of $1,000 or any integral multiple thereof.

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

     SECTION 2.03. The Trustee Registrar, Paying Agent and Conversion Agent. The
Company shall maintain or cause to be maintained in such locations as it shall
determine, which may be the Corporate Trust Office, an office or agency: (i)
where securities may be presented for registration of transfer or for exchange
("Registrar"); (ii) where Notes may be presented for payment ("Paying Agent");
(iii) an office or agency where Notes may be presented for conversion (the
"Conversion Agent"); and (iv) where notices and demands to or upon the Company
in respect of Notes and this Indenture may be served by the holders of the
Notes. The Registrar shall keep a Register ("Register") of the Notes and of
their transfer and exchange. The Company may appoint one or more co-registrars,
one or more additional paying agents and one or more additional conversion
agents. The term "Paying Agent" includes any additional paying agent and the
term "Conversion Agent" includes any additional Conversion Agent. The Company
may change any Paying Agent, Registrar, Conversion Agent or co-registrar without
prior notice. The Company shall notify the Trustee of the name and address of
any Agent not a party to this Indenture and shall enter into an appropriate
agency agreement with any Registrar, Paying Agent, Conversion Agent or
co-registrar not a party to this Indenture. The agreement shall implement the
provisions of this Indenture that relate to such Agent. The Company or any of
its subsidiaries may act as Paying Agent, Registrar, Conversion Agent or
co-registrar, except that for purposes of Articles III and VIII and Section
4.06, neither the Company nor any of its subsidiaries shall act as Paying Agent.
If the Company fails to appoint or maintain another entity as Registrar, or
Paying Agent or Conversion Agent, the Trustee shall act as such, and the Trustee
shall initially act as such.

     SECTION 2.04. Paying Agent To Hold Money in Trust. The Company shall
require each Paying Agent (other than the Trustee, who hereby so agrees), to
agree in writing that the Paying Agent will hold in trust for the benefit of
holders of the Notes or the Trustee all money held by the Paying Agent for the
payment of principal or interest on the Notes, and will notify the Trustee of
any default by the Company in respect of making any such payment. While any such
default continues, the Trustee may require a Paying Agent to pay all money held
by it to the Trustee. The Company at any time may require a Paying Agent to pay
all money held by it to the Trustee. Upon payment over to the Trustee, the
Paying Agent (if other than the Company or a Subsidiary of the Company) shall
have no further liability for the money. If the Company or a Subsidiary of the
Company acts as Paying Agent, it shall segregate and hold in a separate trust
fund for the benefit of the holders of the Notes all money held by it as Paying
Agent.


                                       11

<PAGE>

     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 holders of Notes 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 as
the Trustee may request in writing within fifteen (15) days after receipt by the
Company of any such request (or such lesser time as the Trustee may reasonably
request in order to enable it to timely provide any notice to be provided by it
hereunder), a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of holders of Notes.

     SECTION 2.06. Transfer and Exchange. (a) When Notes are presented to the
Registrar or a co-registrar with a request to register a transfer or to exchange
them for an equal principal amount of Notes for other denominations, the
Registrar shall register the transfer or make the exchange if its requirements
for such transactions are met. To permit registrations of transfers and
exchanges, the Company shall issue and the Trustee shall authenticate Notes at
the Registrar's request, bearing registration numbers not contemporaneously
outstanding. No service charge shall be made to a holder for any registration of
transfer or exchange (except as otherwise expressly permitted herein), but the
Company may require payment of a sum sufficient to cover any transfer tax or
other governmental charge payable upon exchanges pursuant to Sections 2.10,
3.07, 9.05 or 12.02.

          The Company or the Registrar shall not be required to register the
transfer of any Notes surrendered for repurchase pursuant to Section 4.06.

          All Notes issued upon any transfer or exchange of Notes in accordance
with this Indenture shall be the valid obligations of the Company, evidencing
the same debt, and entitled to the same benefits under this Indenture as the
Notes surrendered upon such registration of transfer or exchange.

          (b) Notwithstanding any provision to the contrary herein, so long as a
Global Security remains outstanding and is held by or on behalf of the
Depositary, transfers of a Global Security, in whole or in part, or of any
beneficial interest therein, shall only be made in accordance with Section 2.10
and this Section 2.06(a).

          Except for transfers or exchanges made in accordance with paragraphs
(i) through (iv) of this Section 2.06(b) and Section 2.10, transfers of a Global
Security shall be limited to transfers of such Global Security in whole, but not
in part, to nominees of the Depositary or to a successor of the Depositary or
such successor's nominee.

               (i) Global Security To Definitive Security. If an owner of a
     beneficial interest in a Global Security deposited with the Depositary or
     with the Trustee as custodian for the Depositary wishes at any time to
     transfer its interest in such Global Security to a Person who is required
     to take delivery thereof in the form of a Definitive Security, such owner
     may, subject to the rules and procedures of the Depositary, cause the
     exchange of such interest for one or more Definitive Securities of any
     authorized denomination or denominations and of the same aggregate
     principal amount. Upon receipt by the Registrar of instructions from the
     Depositary directing the Trustee to authenticate and deliver one or more
     Definitive Securities of the same aggregate principal amount as the
     beneficial interest in the Global Security to be exchanged, such
     instructions to contain the name or names of the designated transferee or
     transferees, the authorized denomination or denominations of the Definitive
     Securities to be so issued and appropriate delivery instructions, then the
     Registrar will instruct the Depositary to reduce or cause to be reduced
     such Global Security by the aggregate principal amount of the beneficial
     interest therein to be exchanged and to debit or cause to be debited from
     the account of the Person making


                                       12

<PAGE>

     such transfer the beneficial interest in the Global Security that is being
     transferred, and concurrently with such reduction and debit the Company
     shall execute, and the Trustee shall authenticate and deliver, one or more
     Definitive Securities of the same aggregate principal amount in accordance
     with the instructions referred to above.

               (ii) Definitive Security to Definitive Security. If a holder of a
     Definitive Security wishes at any time to transfer such Definitive Security
     (or portion thereof) to a Person who is required to take delivery thereof
     in the form of a Definitive Security, such holder may, subject to the
     restrictions on transfer set forth herein and in such Definitive Security,
     cause the transfer of such Definitive Security (or any portion thereof in a
     principal amount equal to an authorized denomination) to such transferee.
     Upon receipt by the Registrar of (1) such Definitive Security, duly
     endorsed as provided herein, and (2) instructions from such holder
     directing the Trustee to authenticate and deliver one or more Definitive
     Securities of the same aggregate principal amount as the Definitive
     Security (or portion thereof) to be transferred, such instructions to
     contain the name or names of the designated transferee or transferees, the
     authorized denomination or denominations of the Definitive Securities to be
     so issued and appropriate delivery instructions, then the Registrar, shall
     cancel or cause to be canceled such Definitive Security and concurrently
     therewith, the Company shall execute, and the Trustee shall authenticate
     and deliver, one or more Definitive Securities in the appropriate aggregate
     principal amount, in accordance with the instructions referred to above
     and, if only a portion of a Definitive Security is transferred as
     aforesaid, concurrently therewith Company shall execute and the Trustee
     shall authenticate and deliver to the transferor a Definitive Security in a
     principal amount equal to the principal amount which has not been
     transferred. A holder of a Definitive Security may at any time exchange
     such Definitive Security for one or more Definitive Securities of other
     authorized denominations and in the same aggregate principal amount and
     registered in the same name by delivering such Definitive Security, duly
     endorsed as provided herein, to the Trustee together with instructions
     directing the Trustee to authenticate and deliver one or more Definitive
     Securities in the same aggregate principal amount and registered in the
     same name as the Definitive Security to be exchanged, and the Registrar
     thereupon shall cancel or caused to be canceled such Definitive Security
     and concurrently therewith the Company shall execute and Trustee shall
     authenticate and deliver, one or more Definitive Securities in the same
     aggregate principal amount and registered in the same name as the
     Definitive Security being exchanged.

               (iii) Definitive Security to Global Security. If a holder of a
     Definitive Security wishes at any time to transfer such Definitive Security
     (or portion thereof) to a Person who is not required to take delivery
     thereof in the form of a Definitive Security, such holder shall, subject to
     the restrictions on transfer set forth herein and in such Definitive
     Security and the rules of the Depositary cause the exchange of such
     Definitive Security for a beneficial interest in the Global Security. Upon
     receipt by the Registrar of (1) such Definitive Security, duly endorsed as
     provided herein, (2) instructions from such holder directing the Trustee to
     increase the aggregate principal amount of the Global Security deposited
     with the Depositary or with the Trustee as custodian for the Depositary by
     the same aggregate principal amount as the Definitive Security to be
     exchanged, such instructions to contain the name or names of a member of,
     or participant in, the Depositary that is designated as the transferee, the
     account of such member or participant and other appropriate delivery
     instructions, and (3) the assignment form on the back of the Definitive
     Security completed in full, then the Trustee shall cancel or cause to be
     canceled such Definitive Security and concurrently therewith shall increase
     the aggregate principal amount of the Global Security by the same aggregate
     principal amount as the Definitive Security canceled.

          (c) Neither the Trustee nor any Agent shall have any responsibility
for any actions taken or not taken by the Depositary,


                                       13

<PAGE>

          (d) The Trustee shall have no obligation or duty to monitor, determine
or inquire as to compliance with any restrictions on transfer imposed under this
Indenture or under applicable law with respect to any transfer of any interest
in any Notes (including any transfers between or among Depositary's participants
or beneficial owners of interests in any Global Security) other than to require
delivery of such certificates and other documentation as is expressly required
by, and to do so if and when expressly required by, the terms of this Indenture
and to examine the same to determine substantial compliance as to form with the
express requirements hereof.

     SECTION 2.07. Replacement Notes. If the holder of a Note claims that the
Note has been lost, destroyed or wrongfully taken, the Company shall issue and
the Trustee shall authenticate a replacement Note if the Trustee's requirements
are met. If required by the Trustee or the Company as a condition of receiving a
replacement Note, the holder of a Note must provide a certificate of loss and an
indemnity and/or an indemnity bond sufficient, in the judgment of both the
Company and the Trustee, to fully protect the Company, the Trustee, any Agent
and any authenticating agent from any loss, liability, cost or expense which any
of them may suffer or incur if the Note is replaced. The Company and the Trustee
may charge the relevant holder for their expenses in replacing any Note.

          The Trustee or any authenticating agent may authenticate any such
substituted Note, and deliver the same upon the receipt of such security or
indemnity as the Trustee, the Company and, if applicable, such authenticating
agent may require. Upon the issuance of any substituted Note, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses connected
therewith. In case any Note which has matured or is about to mature, or has been
submitted for repurchase pursuant to Section 4.06 or is about to be converted
into Common Stock pursuant to Article XII, shall become mutilated or be
destroyed, lost or stolen, the Company may, instead of issuing a substitute
Note, pay or authorize the payment of or convert or authorize the conversion of
the same (without surrender thereof except in the case of a mutilated Note), as
the case may be, if the applicant for such payment or conversion shall furnish
to the Company, to the Trustee and, if applicable, to the authenticating agent
such security or indemnity as may be required by them to save each of them
harmless for any loss, liability, cost or expense caused by or connected with
such substitution, and, in case of destruction, loss or theft, evidence
satisfactory to the Company, the Trustee and, if applicable, any paying agent or
conversion agent of the destruction, loss or theft of such Note and of the
ownership thereof.

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

     SECTION 2.08. Outstanding Notes. The Notes outstanding at any time are all
the Notes properly authenticated by the Trustee except for those canceled by the
Trustee, those delivered to it for cancellation, and those described in this
Section as not outstanding.

          If a Note is replaced pursuant to Section 2.07, 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 Notes are considered paid under Section 4.01 or converted under
Article XII, they cease to be outstanding and interest on them ceases to accrue.

          Subject to Section 2.09 hereof, a Note does not cease to be
outstanding because the Company or an Affiliate of the Company holds the Note.


                                       14
<PAGE>

     SECTION 2.09. When Treasury Notes Disregarded. 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 an Affiliate of the
Company shall be considered as though they are 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 which the Trustee knows are so
owned shall be so disregarded.

     SECTION 2.10. Temporary Notes.

          (a) Until definitive Notes are ready for delivery, the Company may
prepare and the Trustee shall authenticate temporary Notes. Temporary Notes
shall be substantially in the form of definitive Notes but may have variations
that the Company considers appropriate for temporary Notes and 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.

          (b) Except for transfers made in accordance with Section 2.06(b), a
Global Security deposited with the Depositary or with the Trustee as custodian
for the Depositary pursuant to Section 2.01 shall be transferred to the
beneficial owners thereof in the form of certificated Notes in definitive form
only if such transfer complies with Section 2.06 and (i) the Depositary notifies
the Company that it is unwilling or unable to continue as Depositary for such
Global Security or if at any time such Depositary ceases to be a "clearing
agency" registered under the Exchange Act and a successor Depositary is not
appointed by the Company within 90 days of such notice, or (ii) an Event of
Default has occurred and is continuing.

          (c) Any Global Security or interest thereon that is transferable to
the beneficial owners thereof in the form of certificated Notes in definitive
form shall, if held by the Depositary, be surrendered by the Depositary to the
Trustee, without charge, and the Trustee shall authenticate and deliver, upon
such transfer of each portion of such Global Security, an equal aggregate
principal amount of Notes of authorized denominations in the form of
certificated Notes in definitive form. Any portion of a Global Security
transferred pursuant to this Section shall be executed, authenticated and
delivered only in denominations of $1,000 and any integral multiple thereof and
registered in such names as the Depositary shall direct.

          (d) Prior to any transfer pursuant to Section 2.10(b), the registered
holder of a Global Security may grant proxies and otherwise authorize any
Person, including Agent Members and Persons that may hold interests through
Agent Members, to take any action which a holder is entitled to take under this
Indenture or the Notes.

          (e) The Company will make available to the Trustee a reasonable supply
of certificated Notes in definitive form without interest coupons.

     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 may cancel Notes surrendered for
registration of transfer, exchange, payment, replacement, conversion, repurchase
or cancellation. Upon written instructions of the Company, the Trustee shall
destroy and dispose of canceled Notes as the Company directs and, after such
destruction, shall deliver a certificate of destruction to the Company. The
Company may not issue new Notes to replace Notes that it has paid or repurchased
or that have been delivered to the Trustee for cancellation or that any holder
has (i) converted pursuant to Article XII hereof, or (ii) submitted for
repurchase pursuant to Section 4.06 hereof (unless revoked).


                                       15

<PAGE>

     SECTION 2.12. Defaulted Interest. If the Company fails to make a payment of
interest on the Notes, it shall pay such defaulted interest plus, to the extent
lawful, any interest payable on the defaulted interest. It may pay such
defaulted interest, plus any such interest payable on it, to the Persons who are
holders of Notes on a subsequent special record date. The Company shall fix any
such special record date and payment date. At least 15 days before any such
special record date, the Company shall mail to holders of the Notes a notice
that states the special record date, payment date and amount of such interest to
be paid.

     SECTION 2.13. CUSIP Number. The Company in issuing the Notes may use a
"CUSIP" number, and if so, such CUSIP number shall be included in notices of
repurchase or exchange as a convenience to holders of Notes; provided, however,
that any such notice may state that no representation is made as to the
correctness or accuracy of the CUSIP number printed in the notice or on the
Notes and that reliance may be placed only on the other identification numbers
printed on the Notes. The Company will promptly notify the Trustee of any change
in the CUSIP number.

                                  ARTICLE III
                             [INTENTIONALLY OMITTED]

                                   ARTICLE IV
                                    COVENANTS

     SECTION 4.01. Payment of Notes. The Company shall pay the principal of and
interest on the Notes on the dates and in the manner provided in the Notes.
Principal, interest or the Designated Event Payment shall be considered paid on
the date due if the Trustee or Paying Agent (other than the Company or a
Subsidiary of the Company) holds as of 10:00 a.m. New York City time on that
date immediately available funds designated for and sufficient to pay all
principal, interest and the Designated Event Payment then due; provided,
however, that money held by the Agent for the benefit of holders of Senior Debt
pursuant to the provisions of Article XI hereof or the payment of which to the
holders of the Notes is prohibited by Article XI shall not be considered to be
designated for the payment of any principal of or interest on the Notes within
the meaning of this Section 4.01.

          To the extent lawful, the Company shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on (i)
overdue principal, at the rate borne by Notes, compounded semiannually; and (ii)
overdue installments of interest (without regard to any applicable grace period)
at the same rate, compounded semiannually.

     SECTION 4.02. Commission Reports. Whether or not required by the rules and
regulations of the Commission, so long as any Notes are outstanding, the Company
will file with the Commission and furnish to the Trustee and the holders of
Notes all quarterly and annual financial information (without exhibits) required
to be contained in a filing with the Commission on Forms 10-Q and 10-K,
including a "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and, with respect to the annual consolidated financial
statements only, a report thereon by the Company's independent auditors. The
Company shall not be required to file any report or other information with the
Commission if the Commission does not permit such filing, although such reports
or other information will be required to be furnished to the Trustee.

     SECTION 4.03. Compliance Certificate. (a) The Company shall deliver to the
Trustee within 120 days after the end of each fiscal year of the Company, a
certificate of the principal executive officer, principal financial officer or
principal accounting officer such officer's knowledge of the Company's
compliance with all conditions and covenants under this Indenture (without
regard to any period of grace or requirement of notice provided hereunder).


                                       16

<PAGE>

          (b) The Company shall, so long as any of the Notes are outstanding,
deliver to the Trustee, forthwith upon becoming aware of any Default or Event of
Default, an Officers' Certificate specifying such Default or Event of Default.

     SECTION 4.04. Maintenance of Office or Agency. The Company shall maintain
or cause to be maintained the office or agency required under Section 2.03. The
Company shall give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency not maintained by the Trustee.
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,
presentations, surrenders, notices and demands with respect to the Notes 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 designation.

     SECTION 4.05. Continued Existence. Subject to Article V, the Company shall
do or cause to be done all things necessary to preserve and keep in full force
and effect its corporate existence.

     SECTION 4.06. Repurchase Upon Designated Event. Upon the occurrence of a
Designated Event (the date of each such occurrence being the "Designated Event
Date"), the Company shall be required to make an offer (the "Designated Event
Offer") to repurchase all Notes then outstanding at a repurchase price in cash
(the "Designated Event Payment") equal to 100% of the principal amount thereof,
plus accrued and unpaid interest, if any, to, but excluding, the Designated
Event Payment Date (as defined below).

          Notice of a Designated Event shall be mailed by or at the direction of
the Company to the holders of Notes as shown on the Register of such holders
maintained by the Registrar not more than 20 days after the applicable
Designated Event Date at the addresses as shown on the Register of holders
maintained by the Registrar, with a copy to the Trustee and the Paying Agent.
The Designated Event Offer shall remain open until a specified date (the
"Designated Event Offer Termination Date") which is at least 20 Business Days
from the date such notice is mailed. During the period specified in such notice,
holders of Notes may elect to tender their Notes in whole or in part in integral
multiples of $1,000 in exchange for cash. Payment shall be made by the Company
in respect of Notes properly tendered pursuant to this Section on a specified
Business Day (the "Designated Event Payment Date") which shall be no earlier
than five Business Days after the applicable Designated Event Offer Termination
Date and no later than 60 days after the applicable Designated Event. Unless and
until the Trustee shall receive a notice of the occurrence of a Designated
Event, the Trustee may assume without inquiry that none has occurred.

          The notice, which shall govern the terms of the Designated Event
Offer, shall include such disclosures as are required by law and shall state:

          (a) that a Designated Event Offer is being made pursuant to this
Section 4.06 and that all Notes will be accepted for payment;

          (b) the transaction or transactions that constitute the Designated
Event;

          (c) the Designated Event Payment for each Note, the Designated Event
Offer Termination Date and the Designated Event Payment Date;


                                       17

<PAGE>

          (d) that any Note not accepted for payment will continue to accrue
interest in accordance with the terms thereof;

          (e) that, unless the Company defaults on making the Designated Event
Payment, any Note accepted for payment pursuant to the Designated Event Offer
shall cease to accrue interest on the Designated Event Payment Date and no
further interest shall accrue on or after such date;

          (f) that holders electing to have Notes repurchased pursuant to a
Designated Event Offer will be required to surrender their Notes to the Paying
Agent at the address specified in the notice prior to 5:00 p.m., New York City
time, on the Designated Event Offer Termination Date and must complete any form
letter of transmittal proposed by the Company and acceptable to the Trustee and
the Paying Agent;

          (g) that holders of Notes will be entitled to withdraw their election
if the Paying Agent receives, not later than 5:00 p.m., New York City time, on
the Designated Event Offer Termination Date, a facsimile transmission or letter
setting forth the name of the holder, the principal amount of Notes the holder
delivered for purchase, the Note certificate number (if any) and a statement
that such holder is withdrawing his election to have such Notes purchased;

          (h) that holders whose Notes are repurchased only in part will be
issued Notes equal in principal amount to the unpurchased portion of the Notes
surrendered;

          (i) the instructions that holders must follow in order to tender their
Notes; and

          (j) that in the case of a Designated Event Offer Termination Date that
is also an Interest Payment Date, the interest payment, if any, due on such
Interest Payment Date shall be paid to the Person in whose name the Note is
registered at the close of business on the relevant Designated Event Offer
Termination Date.

          On the Designated Event Offer Termination Date the Company shall (i)
accept for payment all Notes or portions thereof properly tendered pursuant to
the Designated Event Offer, (ii) deposit with the Paying Agent money sufficient
to pay the Designated Event Payment with respect to all Notes or portions
thereof so tendered and accepted and (iii) deliver or cause to be delivered to
the Trustee the Notes so accepted together with an Officers' Certificate setting
forth the aggregate principal amount of Notes or portions thereof tendered to
and accepted for payment by the Company. On the Designated Event Payment Date,
the Paying Agent shall mail or deliver to the holders of Notes so accepted, the
Designated Event Payment, and the Trustee shall promptly authenticate and mail
or cause to be transferred by book entry to such holders a new Note equal in
principal amount to any unpurchased portion of the Note surrendered, if any;
provided that such new Notes will be in a principal amount of $1,000 or an
integral multiple thereof. Any Notes not so accepted shall be promptly mailed or
delivered by the Company to the holder thereof.

          In the case of any reclassification, change, consolidation, merger,
combination or sale or conveyance to which Section 12.06 applies, in which the
Common Stock of the Company is exchanged as a result into the right to receive
stock, securities or other property or assets (including cash) which includes
shares of common stock of the Company or another Person that are, or upon
issuance will be, traded on a United States national securities exchange or
approved for trading on an established automated over-the-counter trading market
in the United States and such shares constitute at the time such change or
exchange becomes effective in excess of 50% of the aggregate fair market value
of such stock, securities other property and assets (including cash) (as
determined by the Company, which determination shall be conclusive and binding),
then the Person formed by such consolidation or resulting from such


                                       18

<PAGE>

merger or which acquires such assets, as the case may be, shall execute and
deliver to the Trustee a supplemental indenture (which shall comply with the TIA
as in force at the date of execution of such supplemental indenture) modifying
the provisions of this Indenture relating to the right of holders of Notes to
cause the Company to repurchase Notes following a Designated Event, including
the applicable provisions of this Section 4.06 and the definitions of Designated
Event, Change of Control and Termination of Trading, as appropriate, as
determined in good faith by the Company (which determination shall be conclusive
and binding), to make such provision apply to such common stock and the issuer
thereof if different from the Company and Common Stock of the Company (in lieu
of the Company and the Common Stock of the Company).

          The Designated Event Offer shall be made by the Company in compliance
with all applicable provisions of the Exchange Act, and all applicable tender
offer rules promulgated thereunder, to the extent such laws and regulations are
then applicable and shall include all instructions and materials that the
Company shall reasonably deem necessary to enable such holders of Notes to
tender their Notes.

     SECTION 4.07. Appointments to Fill Vacancies in Trustee's Office. The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 7.08, a Trustee, so that there
shall at all times be a Trustee hereunder.

     SECTION 4.08. 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
enforced, that may affect the Company's obligation to pay the Notes; and the
Company (to the extent that it may lawfully do so) hereby expressly waives all
benefit or advantage of any such law insofar as such law applies to the Notes,
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 will suffer
and permit the execution of every such power as though no such law has been
enacted.

     SECTION 4.09. Taxes. The Company shall, and shall cause each of its
subsidiaries to, pay prior to delinquency all taxes, assessments and government
levies; provided, however, that the Company shall not be required to pay or
cause to be paid any such tax, assessment or levy (A) if the failure to do so
will not, in the aggregate, have a material adverse impact on the Company and
its subsidiaries taken as a whole, or (B) if the amount, applicability or
validity is being contested in good faith by appropriate proceedings.

                                    ARTICLE V
                                   SUCCESSORS

     SECTION 5.01. When the Company May Merge, Etc. The Company may not, in a
single transaction or series of related transactions, consolidate or merge or
combine with or into (whether or not the Company is the surviving corporation),
or sell, assign, transfer, lease, convey or otherwise dispose of all or
substantially all of its properties or assets to, any corporation as an entirety
or substantially as an entirety unless:

          (a) either

          (i) the Company shall be the surviving or continuing corporation or

          (ii) the corporation formed by or surviving any such consolidation or
merger or combination (if other than the Company) or the corporation which
acquires by sale, assignment, transfer,


                                       19

<PAGE>

lease, conveyance or other disposition of all or substantially all of the
properties and assets of the Company

               (1) shall be a corporation organized and validly existing under
     the laws of the United States or any State thereof or the District of
     Columbia and

               (2) shall expressly assume the due and punctual payment of the
     principal of, and premium, if any, and interest on, if any, with respect
     to, all the Notes and the performance of every covenant of the Company
     under the Notes and the Indenture, including, without limitation,
     modifications to rights of holders to cause the repurchase of Notes upon a
     Designated Event in accordance with the penultimate paragraph of Section
     4.06 and conversion rights in accordance with Section 12.06 to the extent
     required by such Sections, pursuant to a supplemental indenture in a form
     reasonably satisfactory to the Trustee;

          (b) immediately after giving effect to such transaction no Default and
no Event of Default exists; and

          (c) the Company or such Person shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel each stating that such
consolidation, merger, conveyance, transfer or lease and, if a supplemental
indenture is required in connection with such transaction, such supplemental
indenture, comply with this provision of this Indenture and that all conditions
precedent in this Indenture relating to such transaction have been satisfied.

          For purposes of this Section 5.01, the transfer (by lease, assignment,
sale or otherwise, in a single transaction or series of transactions) of all or
substantially all of the properties or assets of one or more subsidiaries of the
Company, the capital stock of which constitutes all or substantially all of the
properties and assets of the Company, shall be deemed to be the transfer of all
or substantially all of the properties and assets of the Company.

     SECTION 5.02. Successor Corporation Substituted. Upon any such
consolidation, merger, sale, assignment, conveyance, lease, transfer or other
disposition in accordance with Section 5.01, the successor corporation formed by
such consolidation or into which the Company is merged or to which such sale,
assignment, conveyance, lease, transfer or other disposition is made will
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such successor had
been named as the Company therein, and thereafter (except in the case of a sale,
assignment, transfer, lease, conveyance or other disposition) the predecessor
corporation will be relieved of all further obligations and covenants under this
Indenture and the Notes.

     SECTION 5.03. Purchase Option on Change of Control. This Article V does not
affect the obligations of the Company (including without limitation any
successor to the Company) under Section 4.06.

                                   ARTICLE VI
                              DEFAULTS AND REMEDIES

     SECTION 6.01. Events of Default. An "Event of Default" with respect to any
Notes occurs if:

          (a) the Company defaults in the payment (whether or not such payment
is prohibited by the subordination provisions set forth in Article XI of this
Indenture) of principal of, or premium, if any, on the Notes when due at
maturity, upon repurchase, upon acceleration or otherwise; or


                                       20

<PAGE>

          (b) the Company defaults in the payment (whether or not such payment
is prohibited by the subordination provisions set forth in Article XI of this
Indenture) of any installment of interest on the Notes when due, including any
interest payable in connection with a repurchase pursuant to Section 4.06, and
continuance of such default for 30 days or more; or

          (c) the Company defaults (other than a default set forth in clauses
(a) and (b) above and clauses (d) and (e) below) in the performance of, or
breaches, any other covenant or warranty of the Company set forth in this
Indenture or the Notes and fails to remedy such default or breach within a
period of 60 days after the receipt of written notice from the Trustee or the
holders of at least 25% in aggregate principal amount of the then outstanding
Notes; or

          (d) the Company defaults in the payment of the Designated Event
Payment in respect of the Notes on the Designated Event Payment Date, whether or
not such payment is prohibited by the subordination provisions set forth in
Article XI of this Indenture; or

          (e) the Company fails to provide timely notice of any Designated Event
in accordance with Section 4.06 hereof; or

          (f) failure of the Company or failure of any Material Subsidiary to
make any payment at maturity, including any applicable grace period, in respect
of indebtedness for borrowed money of, or guaranteed or assumed by, the Company
or any Material Subsidiary, which payment is in an amount in excess of
$20,000,000, and continuance of such failure for 30 days after notice thereof
from the Trustee or the holders of at least 25% in aggregate principal amount of
the then outstanding Notes; or

          (g) default by the Company or default by any Material Subsidiary with
respect to any indebtedness referred to in clause (f) above, which default
results in the acceleration of any such indebtedness of an amount in excess of
$20,000,000 without such indebtedness having been paid or discharged or such
acceleration having been cured, waived, rescinded or annulled for 30 days after
notice thereof from the Trustee or the holders of at least 25% in aggregate
principal amount of the then outstanding Notes; or

          (h) the Company or any Material Subsidiary, pursuant to or within the
meaning of Bankruptcy Law:

          (i) commences a voluntary case,

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

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

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

          (v) makes the admission in writing that it generally is unable to pay
its debts as the same become due; or

          (i) a court of competent jurisdiction enters a judgment, order or
decree under any Bankruptcy Law that:

          (i) is for relief against the Company or any Material Subsidiary in an
involuntary case,


                                       21

<PAGE>

          (ii) appoints a Custodian of the Company or any Material Subsidiary,
and the order or decree remains unstayed and in effect for 90 days.

          (iii) orders the liquidation of the Company or any Material
Subsidiary, and the order or decree remains unstayed and in effect for 90 days.

          The term "Bankruptcy Law" means Title 11, U.S. Code or any similar
Federal or state law for the relief of debtors. The term "Custodian" means any
receiver, trustee, assignee, liquidator or similar official under any Bankruptcy
Law.

     SECTION 6.02. Acceleration. If an Event of Default (other than an Event of
Default with respect to the Company specified in clauses (h) and (i) of Section
6.01) occurs and is continuing, then and in every such case the Trustee, by
written notice to the Company, or the holders of at least 25% in aggregate
principal amount of the then outstanding Notes, by written notice to the Company
and the Trustee, may declare the unpaid principal of, premium, if any, and
accrued and unpaid interest, if any, on all the Notes to be due and payable.
Upon such declaration such principal amount, premium, if any, and accrued and
unpaid interest, if any, shall become immediately due and payable,
notwithstanding anything contained in this Indenture or the Notes to the
contrary, but subject to the provisions of Article XI hereof. If any Event of
Default with respect to the Company specified in clauses (h) or (i) of Section
6.01 occurs, all unpaid principal of and premium, if any, and accrued and unpaid
interest, if any, on the Notes then outstanding shall become automatically due
and payable subject to the provisions of Article XI hereof, without any
declaration or other act on the part of the Trustee or any holder of Notes.

          The holders of a majority in aggregate principal amount of the then
outstanding Notes by notice to the Trustee may rescind an acceleration of the
Notes and its consequences if all existing Events of Default (other than
nonpayment of principal of or premium, if any, and interest, if any, on the
Notes which has become due solely by virtue of such acceleration) have been
cured or waived and if the rescission would not conflict with any judgment or
decree of any court of competent jurisdiction. No such rescission shall affect
any subsequent Default or Event of Default or impair any right consequent
thereto.

     SECTION 6.03. Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy by proceeding at law or
in equity to collect the payment of principal of or 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 occurring 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. The holders of a majority in
aggregate principal amount of the Notes then outstanding may, on behalf of the
holders of all the Notes, waive an existing Default or Event of Default and its
consequences, except a Default or Event of Default in the payment of the
principal of, premium, if any, or interest on the Notes (other than the
non-payment of principal of and premium, if any, and interest, if any, on the
Notes which has become due solely by virtue of an acceleration which has been
duly rescinded as provided above), or in respect of a covenant or provision of
this Indenture which cannot be modified or amended without the consent of all
holders of Notes. When a Default or Event of Default is waived, it is cured and
stops continuing. No waiver shall extend to any subsequent or other Default or
Event of Default or impair any right consequent thereon.

     SECTION 6.05. Control by Majority. The holders of a majority in aggregate
principal amount of the then outstanding Notes may direct the time, method and
place of conducting any


                                       22

<PAGE>

proceeding for 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; provided that the Trustee shall have no duty
or obligation (subject to Section 7.01) to ascertain whether or not such actions
of forbearances are unduly prejudicial to such holders; provided, further, that
the Trustee may take any other action the Trustee deems proper that is not
inconsistent with such directions.

     SECTION 6.06. Limitation on Suits. A holder of a Note may not pursue any
remedy with respect to this Indenture or the Notes unless:

               (1) the holder gives to the Trustee notice of a continuing Event
     of Default;

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

               (3) such holder or holders offer and, if requested, provide to
     the Trustee indemnity satisfactory to the Trustee against any loss,
     liability or expense;

               (4) 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

               (5) 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 or to obtain a preference or priority over another holder.

     SECTION 6.07. Rights of Holders To Receive Payment. Subject to the
provisions of Article XI hereof, notwithstanding any other provision of this
Indenture, the right of any holder of a Note to receive payment of principal,
premium, if any, and interest, if any, on the Note, on or after the respective
due dates expressed in the Note, or to bring suit for the enforcement of any
such payment on or after such respective dates, or to bring suit for the
enforcement of the right to convert the Note shall not be impaired or affected
without the consent of the holder of a Note.

     SECTION 6.08. Collection Suit by Trustee. If an Event of Default specified
in Section 6.01(a), (b) or (d) occurs and is continuing, the Trustee may recover
judgment in its own name and as trustee of an express trust against the Company
for the whole amount of principal and interest, if any, remaining unpaid on the
Notes and interest, if any, on overdue principal and interest, if any, and such
further amount as shall be sufficient to cover the costs and, to the extent
lawful, expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

     SECTION 6.09. Trustee May File Proofs of Claim. The Trustee may 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 and the holders of Notes allowed in
any judicial proceedings relative to the Company, its creditors or its property.
Nothing contained herein shall be deemed to authorize the Trustee to authorize
or consent to or accept or adopt on behalf of any holder of a Note any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any holder thereof, or to authorize the Trustee to vote in respect
of the claim of any holder in any such proceeding.


                                       23

<PAGE>

     SECTION 6.10. Priorities. If the Trustee collects any money pursuant to
this Article VI, it shall pay out the money in the following order:

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

          Second: to holders of Senior Debt to the extent required by Article
XI;

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

          Fourth: to the Company.

          The Trustee may fix a special record date and payment date for any
payment to holders of Notes made pursuant to this section. At least 15 days
before any such special record date, the Trustee shall mail to holders of the
Notes a notice that states the special record date, payment date and amount of
such interest to be paid.

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

                                   ARTICLE VII
                                   THE TRUSTEE

          The Trustee hereby accepts the trust imposed upon it by this Indenture
and covenants and agrees to perform the same, as herein expressed. Whether or
not herein expressly so provided, every provision of this Indenture relating to
the conduct or affecting the liability of or affording protection to the Trustee
shall be subject to the provisions of this Article VII.

     SECTION 7.01. Duties of the Trustee.

          (a) If an Event of Default known to the Trustee 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 their exercise
as a prudent Person would exercise or use under the circumstances in the conduct
of his or her own affairs.

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

               (1) 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


                                       24

<PAGE>

               (2) 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 any statements, 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 form required by
     this Indenture.

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

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

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

               (3) 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.

          (d) Whether or not therein expressly so provided, every provision of
this Indenture that is in any way related to the Trustee is subject to
paragraphs (a), (b) and (c) of this Section 7.01.

          (e) No provision of this Indenture shall require the Trustee to expend
or risk its own funds or incur any financial liability in the performance of any
of its duties or the exercise of any of its rights and powers hereunder, if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk of liability is not reasonably assured to
it.

          (f) The Trustee shall not be liable for interest on any money received
by it except as the Trustee may agree 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 the Trustee.

          (a) The Trustee may rely on and shall be protected in acting or
refraining from acting upon any resolution, Officers' Certificate, or any other
certificate, statement, instrument, opinion, report, notice, request, consent,
order, security or other 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 contained therein.

          (b) Any request, direction, order or demand of the Company mentioned
herein shall be sufficiently evidenced by an Officers' Certificate (unless other
evidence in respect thereof is herein specifically prescribed). In addition,
before the Trustee acts or refrains from acting, it may require an Officers'
Certificate, 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 execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through its attorneys and
agents and other Persons not regularly in its employ and shall not be
responsible for the misconduct or negligence of any attorney or agent appointed
with due care.


                                       25

<PAGE>

          (d) The Trustee shall not be liable for any action it takes or omits
to take in good faith without negligence or willful misconduct which it believes
to be authorized or within its discretion, rights or powers.

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

          (f) The Trustee shall not be required to give any bond or surety in
respect of the performance of its powers and duties hereunder.

          (g) The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request, order or
discretion of any of the holders of Notes pursuant to the provisions of this
Indenture, unless such holders have offered to the Trustee security or indemnity
satisfactory to it against the costs, expenses and liabilities which might be
incurred therein or thereby.

          (h) The Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, security or other document
unless requested in writing to do so by the holders of not less than a majority
in aggregate principal amount of the Notes then outstanding, provided that if
the Trustee determines in its discretion to make any such investigation, then it
shall be entitled, upon reasonable prior notice and during normal business
hours, to examine the books and records and the premises of the Company,
personally or by agent or attorney, and the reasonable expenses of every such
examination shall be paid by the Company or, if paid by the Trustee or any
predecessor Trustee, shall be reimbursed by the Company upon demand.

          (i) The permissive rights of the Trustee to do things enumerated in
this Indenture shall not be construed as a duty and the Trustee shall not be
answerable for other than its negligence or willful misconduct

          (j) The Trustee shall not be responsible for the computation of any
adjustment to the Conversion Rate or for any determination as to whether an
adjustment is required and shall not be deemed to have knowledge of any
adjustment unless and until it shall have received the notice from the Company
contemplated by Section 12.05(j).

     SECTION 7.03. Individual Rights of the Trustee. Subject to Sections 7.10
and 7.11, the Trustee in its individual or any other capacity may become the
owner or pledgee of Notes with the same rights it would have if it were not the
Trustee and may otherwise deal with the Company or an Affiliate of the Company
and receive, collect, hold and retain collections from the Company with the same
rights it would have if it were not Trustee. Any Agent may do the same with like
rights.

     SECTION 7.04. Trustee's Disclaimer. The Trustee shall not be responsible
for and makes no representation as to the validity or adequacy of this Indenture
or the Notes. It shall not be accountable for the Company's use of the proceeds
from the Notes or any money paid to the Company or upon the Company's direction
under any provision of this Indenture. It shall not be responsible for the use
or application of any money received by any Paying Agent other than the Trustee,
and it shall not be responsible for any statement or recital herein or any
statement in the Notes or any other document in connection with the sale of the
Notes or pursuant to this Indenture other than its certificate of
authentication.

     SECTION 7.05. Notice of Defaults. If a Default or Event of Default occurs
and is continuing and if it is known to the Trustee, the Trustee shall mail to
each holder of a Note a notice of the Default or


                                       26

<PAGE>

Event of Default within 60 days after it occurs. A Default or an Event of
Default shall not be considered known to the Trustee unless it is a Default or
Event of Default in the payment of principal or interest when due under Section
6.01(a), (b) or (d) or the Trustee shall have received notice thereof, in
accordance with this Indenture, from the Company or from the holders of a
majority in principal amount of the outstanding Notes. Except in the case of a
Default or Event of Default in payment of principal of, premium, if any, or
interest, if any, on any Note, the Trustee may withhold the notice if and so
long as a committee of its Trust Officers in good faith determines that
withholding the notice is in the interest of the holders of the Notes.

     SECTION 7.06. Reports by the Trustee to Holders. Within 60 days after the
reporting date stated in Section 10.10, the Trustee shall mail to holders of
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 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 holders of Notes
shall be filed, at the expense of the Company, by the Trustee with the
Commission and each stock exchange or securities market, if any, on which the
Notes are listed. The Company shall timely notify the Trustee when the Notes are
listed or quoted on any stock exchange or securities market.

     SECTION 7.07. Compensation and Indemnity. The Company shall pay to the
Trustee from time to time and the Trustee shall be entitled to reasonable
compensation for its acceptance of this Indenture and its services hereunder.
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 or on behalf of it in addition to the compensation for its services.
Such expenses may include the reasonable compensation, disbursements and
expenses of the Trustee's agents, counsel and other persons not regularly in its
employ.

          The Company shall indemnify the Trustee against any loss, liability or
expense incurred by it arising out of or in connection with the acceptance or
administration of its duties under this Indenture and the trusts hereunder,
including the costs and expenses of defending itself against or investigating
any claim of liability in the premises, except as set forth in the next
paragraph. 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 with counsel designated by the Company, who may be outside counsel to the
Company but shall in all events be reasonably satisfactory to the Trustee, and
the Trustee shall cooperate in the defense. In addition, the Trustee may retain
one separate counsel and, if deemed advisable by such counsel, local counsel,
and the Company shall pay the reasonable fees and expenses of such separate
counsel and local counsel. The indemnification herein extends to any settlement,
provided that the Company will not be liable for any settlement made without its
consent, provided, further, that such consent will not be unreasonably withheld.

          The Company need not reimburse any expense or indemnify against any
loss or liability incurred by the Trustee through its own negligence or willful
misconduct.

          The Trustee shall have a lien prior to the Notes on all money or
property held or collected by the Trustee to secure the Company's payment
obligations in this Section 7.07, except that held in trust to pay principal and
interest, if any, on Notes. Such liens and the Company's obligations under this
Section 7.07 shall survive the satisfaction and discharge of this Indenture.


                                       27

<PAGE>

          When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(h) or (i) 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.

     SECTION 7.08. Replacement of the 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
7.08.

          The Trustee may resign 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 and may appoint a successor
Trustee. The Company may remove the Trustee if:

               (1) the Trustee fails to comply with Section 7.10;

               (2) 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;

               (3) a Custodian or public officer takes charge of the Trustee or
     its property; or

               (4) 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 of a Note who has
been a holder for at least six months fails to comply with Section 7.10, such
holder may petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee.

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

          Upon request of any such successor Trustee, the Company shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights, powers and trusts referred to in the
preceding paragraph.


                                       28

<PAGE>

     SECTION 7.09. Successor Trustee by Merger, etc. If the Trustee consolidates
with, 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 or national banking association, the resulting, surviving or
transferee corporation or national banking association without any further act
shall be the successor Trustee with the same effect as if the successor Trustee
had been named as the Trustee herein.

     SECTION 7.10. Eligibility, Disqualification. This Indenture shall always
have a Trustee who satisfies the requirements of TIA Section 310 (a) (1). The
Trustee shall always have a combined capital and surplus as stated in Section
10.10. The Trustee is subject to TIA Section 310(b) regarding the
disqualification of a trustee upon acquiring a conflicting interest.

     SECTION 7.11. Preferential Collection of Claims Against Company. The
Trustee shall comply with TIA Section 311 (a), excluding any creditor
relationship set forth 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 VIII
                     SATISFACTION AND DISCHARGE OF INDENTURE

     SECTION 8.01. Discharge of Indenture. When (a) the Company delivers to the
Trustee for cancellation all Notes theretofore authenticated (other than any
other Notes which have been destroyed, lost or stolen and in lieu of or in
substitution for which other Notes have been authenticated and delivered) and
not theretofore canceled, or (b) all the Notes not theretofore canceled or
delivered to the Trustee for cancellation have become due and payable or by
their terms will become due and payable within one year, and the Company
deposits with the Trustee, in trust, amounts sufficient to pay at maturity of
all of the Notes (other than any Notes which have been mutilated, destroyed,
lost or stolen and in lieu of or in substitution for which other Notes have been
authenticated and delivered) not theretofore canceled or delivered to the
Trustee for cancellation, including principal and premium, if any, and interest,
if any, due or to become due to such date of maturity, and if the Company also
pays, or causes to be paid, all other sums payable hereunder by the Company,
then this Indenture shall cease to be of further effect (except as to (i) rights
of registration of transfer, substitution, replacement and exchange and
conversion of Notes, (ii) rights hereunder of holders of Notes to receive
payments of principal of and premium, if any, and interest, if any, on the
Notes, (iii) the obligations under Sections 2.03 and 8.05 hereof and (iv) the
rights, obligations and immunities of the Trustee hereunder), and the Trustee,
on demand of the Company accompanied by an Officers' Certificate and an Opinion
of Counsel as required by Section 10.04 and at the Company's cost and expense,
shall execute proper instruments acknowledging satisfaction of and discharging
this Indenture; the Company, however, hereby agrees to reimburse the Trustee for
any costs or expenses thereafter reasonably and properly incurred by the Trustee
and to compensate the Trustee for any services thereafter reasonably and
properly rendered by the Trustee in connection with this Indenture or the Notes.

     SECTION 8.02. Deposited Monies to be Held in Trust by Trustee. Subject to
Section 8.04, all monies deposited with the Trustee pursuant to Section 8.01
shall be held in trust and applied by it to the payment, notwithstanding the
provisions of Article XI, either directly or through the Paying Agent, to the
holders of the particular Notes for the payment of which such monies have been
deposited with the Trustee, of all sums due and to become due thereon for
principal and interest, if any, and premium, if any.

     SECTION 8.03. Paying Agent to Repay Monies Held. Upon the satisfaction and
discharge of this Indenture, all monies then held by any Paying Agent (other
than the Trustee) shall, upon the Company's demand, be repaid to it or paid to
the Trustee, and thereupon such Paying Agent shall be released from all further
liability with respect to such monies.


                                       29
<PAGE>

     SECTION 8.04. Return of Unclaimed Monies. Subject to the requirements of
applicable law, any monies deposited with or paid to the Trustee for payment of
the principal of, premium, if any, or interest, if any, on Notes and not applied
but remaining unclaimed by the holders thereof for two years after the date upon
which the principal of, premium, if any, or interest on such Notes, as the case
may be, have become due and payable, shall be repaid to the Company by the
Trustee on demand; provided, however, that the Company, or the Trustee at the
request of the Company, shall have first caused notice of such payment to the
Company to be mailed to each holder of a Note entitled thereto no less than 30
days prior to such payment and all liability of the Trustee shall thereupon
cease with respect to such monies; and the holder of any of the Notes shall
thereafter look only to the Company for any payment which such holder may be
entitled to collect unless an applicable abandoned property law designates
another Person.

     SECTION 8.05. Reinstatement. If the Trustee or the Paying Agent is unable
to apply any money in accordance with Section 8.02 by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company's obligations under this
Indenture and the Notes shall be revived and reinstated as though no deposit had
occurred pursuant to Section 8.01 until such time as the Trustee or the Paying
Agent is permitted to apply all such money in accordance with Section 8.02;
provided, however, that if the Company makes any payment of interest on or
principal of any Note following the reinstatement of its obligations, the
Company shall be subrogated to the rights of the holders thereof to receive such
payment from the money held by the Trustee or Paying Agent.

                                   ARTICLE IX
                                   AMENDMENTS

     SECTION 9.01. Without the Consent of Holders. The Company and the Trustee
may amend this Indenture or the Notes without notice to or the consent of any
holder of a Note for the purposes of:

          (a) curing any ambiguity or correcting or supplementing any defective
or inconsistent provision contained in this Indenture or making any other
changes in the provisions of this Indenture which the Company and the Trustee
may deem necessary or desirable provided such amendment does not materially and
adversely affect the legal rights under the Indenture of the holders of Notes;

          (b) providing for uncertificated Notes in addition to or in place of
certificated Notes;

          (c) evidencing the succession of another Person to the Company and
providing for the assumption by such successor of the covenants and obligations
of the Company thereunder and in the Notes as permitted by Section 5.01;

          (d) providing for conversion rights and/or repurchase rights of
holders of Notes in the event of consolidation, merger or sale of all or
substantially all of the assets of the Company as required to comply with
Sections 5.01 and/or 12.06;

          (e) increasing the Conversion Rate;

          (f) making any changes that would provide the holders of the Notes
with any additional rights or benefits or that does not adversely affect the
legal rights under this Indenture of any such holder; or

          (g) complying with the requirements of the Commission in order to
effect or maintain the qualification of the Indenture under the TIA.


                                       30

<PAGE>

     SECTION 9.02. With the Consent of Holders. Subject to Section 6.07, the
Company and the Trustee may amend this Indenture or the Notes with the written
consent of the holders of at least a majority in principal amount of the then
outstanding Notes (including consents obtained in connection with a tender offer
or exchange offer for Notes).

          Subject to Sections 6.04 and 6.07, the holders of a majority in
principal amount of the Notes then outstanding may also 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 of a Note affected, an
amendment or waiver under this Section 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;

          (c) reduce the rate of, or change the time for payment of, interest,
including defaulted interest, if any, 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 Notes then outstanding and a waiver of the payment
default that resulted from such acceleration);

          (e) make the principal of, or premium, if any, or interest on any Note
payable in money other than as provided for herein and in the Notes;

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

          (g) except as permitted herein (including Section 9.01(a)), reduce the
Conversion Rate or modify the provisions contained herein relating to conversion
of the Notes in a manner adverse to the holders thereof; or

          (h) make any change to the abilities of holders of Notes to enforce
their rights hereunder or the provisions of clauses (a) through (g) of this
Section 9.02.

          In order to amend any provisions of Article XI, holders of at least
75% in aggregate principal amount of Notes then outstanding must consent to such
amendment if such amendment would adversely affect the rights of holders of
Notes.

          To secure a consent of the holders of Notes under this Section, it
shall not be necessary for such holders 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 or waiver under this Article IX becomes effective,
the Company shall mail to holders of Notes a notice briefly describing the
amendment or waiver.


                                       31

<PAGE>

     SECTION 9.03. Compliance with the Trust Indenture Act. Every amendment to
this Indenture or the Notes shall be set forth in a supplemental indenture that
complies with the TIA as then in effect.

     SECTION 9.04. Revocation and Effect of Consents. Until an amendment or
waiver becomes effective, a consent to it by a holder of a Note is a continuing
consent by the holder 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 or subsequent
holder may revoke the consent as to his or her Note or portion of a Note if the
Trustee receives the notice of revocation before the date on which the Trustee
receives an Officers' Certificate certifying that the holders of the requisite
principal amount of Notes have consented to the amendment or waiver.

          The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the holders of Notes entitled to consent to any
amendment or waiver. If a record date is fixed, then notwithstanding the
provisions of the immediately preceding paragraph, those Persons who were
holders of Notes at such record date (or their duly designated proxies), and
only those Persons, shall be entitled to consent to such amendment or waiver or
to revoke any consent previously given, whether or not such Persons continue to
be holders after such record date. No consent shall be valid or effective for
more than 90 days after such record date unless consents from holders of the
principal amount of Notes required hereunder for such amendment or waiver to be
effective shall have also been given and not revoked within such 90-day period.

          After an amendment or waiver becomes effective it shall bind every
holder of a Note, unless it is of the type described in clauses (a) through (h)
of Section 9.02. In such cases, the amendment or waiver shall bind each holder
of a Note who has consented to it and every subsequent holder of a Note or
portion of a Note that evidences the same debt as the consenting holder's Note.

     SECTION 9.05. Notation on or Exchange of Notes. Notes authenticated and
delivered after the execution of any supplemental indenture pursuant to this
Article IX may, and shall if required by the Trustee, bear a notation in the
form approved by the Trustee as to any matter provided for in such supplemental
indenture. If the Company shall so determine, new Notes so modified as to
conform, in the opinion of the Company and the Trustee, to any such supplemental
indenture may be prepared and executed by the Company and authenticated and
delivered by the Trustee in exchange for outstanding Notes without charge to the
holders of the Notes, except as specified in Section 2.06.

     SECTION 9.06. Trustee Protected. The Trustee shall sign any amendment or
supplemental indenture authorized pursuant to this Article IX if such amendment
or supplemental indenture does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. If it does, the Trustee may, but need
not, sign it. In signing such amendment or supplemental indenture, the Trustee
shall be entitled to receive, and shall be fully protected in relying upon, an
Officers' Certificate and an Opinion of Counsel as conclusive evidence that such
amendment or supplemental indenture is authorized or permitted by this
Indenture, that it is not inconsistent herewith, and that it will be valid and
binding upon the Company in accordance with its terms.

                                   ARTICLE X
                               GENERAL PROVISIONS

     SECTION 10.01. Trust Indenture Act Controls. If any provision of this
Indenture limits, qualifies or conflicts with the duties imposed by TIA Section
318(c), such duties imposed by such section of the TIA shall control. If any
provision of this Indenture expressly modifies or excludes any provision


                                       32

<PAGE>

of the TIA that may be so modified or excluded, the Indenture provision so
modifying or excluding such provision of the TIA shall be deemed to apply.

     SECTION 10.02. Notices. Any notice or communication by the Company or the
Trustee to the other is duly given if in writing and delivered in person or
mailed by first-class mail, with postage prepaid (registered or certified,
return receipt requested), or sent by facsimile or overnight air couriers
guaranteeing next day delivery, to the other's address as stated in Section
10.10. The Company or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.

          All notices and communications (other than those sent to holders of
Notes) 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 transmission is confirmed, if transmitted by
facsimile; and the next Business Day after timely delivery to the courier, if
sent by overnight air courier guaranteeing next day delivery. Notwithstanding
the foregoing, all notices to the Trustee shall be effective only upon receipt
by a Trust Officer.

          Any notice or communication to a holder of a Note shall be mailed by
first-class mail, with postage prepaid, to his or her address shown on the
Register kept by the Registrar. 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 sent in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.

          If the Company sends a notice or communication to holders of Notes, it
shall send a copy to the Trustee and each Agent at the same time.

          All notices or communications shall be in writing.

     SECTION 10.03. Communication by Holders With Other Holders. 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 10.04. 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:

               (1) an Officers' Certificate in form and substance reasonably
     satisfactory to the Trustee (which shall include the statements set forth
     in Section 10.05) stating that, in the opinion of such person, all
     conditions precedent and covenants, if any, provided for in this Indenture
     relating to the proposed action have been complied with; and

               (2) an Opinion of Counsel in form and substance reasonably
     satisfactory to the Trustee (which shall include the statements set forth
     in Section 10.05) stating that, in the opinion of such counsel, all such
     conditions precedent and covenants have been complied with.

     SECTION 10.05. 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 include:


                                       33

<PAGE>

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

               (2) 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;

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

               (4) a statement as to whether or not, in the opinion of such
     person, such condition or covenant has been complied with.

          Any Officers' Certificate may be based, insofar as it relates to legal
matters, upon an Opinion of Counsel, unless such Officer knows that the opinion
with respect to the matters upon which his or her certificate may be based as
aforesaid is erroneous. Any Opinion of Counsel may be based, insofar as it
relates to factual matters, upon certificates, statements or opinions of, or
representations by, an officer or officers of the Company, or other Persons or
firms deemed appropriate by such counsel, unless such counsel knows that the
certificates, statements or opinions or representations with respect to the
matters upon which his or her opinion may be based as aforesaid are erroneous.

          Any Officers' Certificate, statement or Opinion of Counsel may be
based, insofar as it relates to accounting matters, upon a certificate or
opinion of or representation by an accountant (who may be an employee of the
Company), or firm of accountants, unless such Officer or counsel, as the case
may be, knows that the certificate or opinion or representation with respect to
the accounting matters upon which his or her certificate, statement or opinion
may be based as aforesaid is erroneous.

     SECTION 10.06. Rules by Trustee and Agents. The Trustee may make reasonable
rules for action by, or a meeting of, holders of Notes. The Registrar or Paying
Agent may make reasonable rules and set reasonable requirements for its
functions.

     SECTION 10.07. Legal Holidays. A "Legal Holiday" is a Saturday, a Sunday or
a day on which banking institutions in the City of New York, the city in which
the Corporate Trust Office of the Trustee is located or the City of New York,
New York are not required to be open, and a "Business Day" is any day that is
not a Legal Holiday. 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 for the intervening period. If any date
specified in this Indenture, is a Legal Holiday, then such date shall be the
next succeeding Business Day.

     SECTION 10.08. No Recourse Against Others. No director, officer, employee
or stockholder, as such, of the Company from time to time shall have any
liability for any obligations of the Company under the Notes or 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. This waiver and release are part of the consideration for the Notes.
Each of such directors, officers, employees and stockholders is a third party
beneficiary of this Section 10.08.

     SECTION 10.09. Counterparts. This Indenture may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.


                                       34

<PAGE>

     SECTION 10.10. Other Provisions. The Company initially appoints the Trustee
as Paying Agent, Registrar and authenticating agent.

          The reporting date for Section 7.06 is May 15 of each year. The first
reporting date is the May 15 following the issuance of Notes hereunder.

          The Trustee shall always have, or shall be a Subsidiary of a bank or
bank holding company which has, a combined capital and surplus of at least
$50,000,000 as set forth in its most recent published annual report of
condition.

          The Company's address is:

               Amkor Technology, Inc.
               1900 South Price Road
               Chandler, AZ 85248
               Attention: Chief Financial Officer
               Facsimile: (480) 821-2616
               Telephone: (480) 821-5000

          The Trustee's address is:

               U.S. Bank National Association
               One Federal Street, 3rd Floor
               Boston, MA 02110

               Attention: Corporate Trust Services (Amkor Technology, Inc.
                          2.50% Convertible Senior Subordinated Notes due 2011)
               Facsimile: (617) 603-6665
               Telephone: (617) 603-6562

     SECTION 10.11. Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE AND THE NOTES 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.

     SECTION 10.12. No Adverse Interpretation of Other Agreements. This
Indenture may not be used to interpret another indenture, loan or debt agreement
of the Company or a Subsidiary of the Company. Any such other indenture, loan or
debt agreement may not be used to interpret this Indenture.

     SECTION 10.13. Successors. All agreements of the Company in this Indenture
and the Notes shall bind its successor. All agreements of the Trustee in this
Indenture shall bind its successor.

     SECTION 10.14. 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 10.15. 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 hereof and shall in no way modify or restrict any of the terms
or provisions hereof.


                                       35

<PAGE>

                                   ARTICLE XI
                                  SUBORDINATION

     SECTION 11.01. Agreement to Subordinate. The Company agrees, and each
holder of Notes by accepting a Note agrees, that the indebtedness evidenced by
the Note is subordinated in right of payment, to the extent and in the manner
provided in this Article XI, to the prior payment in full in cash of all Senior
Debt (whether outstanding on the Issue Date or thereafter created, incurred,
assumed or guaranteed), and that the subordination is for the benefit of the
holders of Senior Debt. The Company agrees, and each holder of Notes by
accepting a Note agrees, that the indebtedness evidenced by the Note is equal in
right of payment to the Existing Pari Passu Indebtedness. The Notes shall be
"Designated Senior Debt" for purposes of the indentures governing the Company's
Convertible Subordinated Notes.

     SECTION 11.02. Liquidation; Dissolution; Bankruptcy. Upon any distribution
to creditors of the Company in a liquidation or dissolution of the Company or in
a bankruptcy, reorganization, insolvency, receivership or similar proceeding
relating to the Company or its property, in an assignment for the benefit of
creditors or any marshaling of the Company's assets and liabilities:

               (1) holders of Senior Debt shall be entitled to receive payment
     in full of all Obligations due in respect of such Senior Debt (including
     interest, expense reimbursements and indemnities after the commencement of
     any such proceeding at the rate specified in the applicable Senior Debt,
     whether or not such claims are allowed, allowable or enforceable in such
     proceeding and even if disallowed therein) before the holders of the Notes
     shall be entitled to receive any payment with respect to the Notes (except
     that holders of the Notes may receive and retain (A) Permitted Junior
     Securities and (B) payments and other distributions made from any trust
     created pursuant to Section 8.02 hereof); and

               (2) until all Obligations with respect to Senior Debt (as
     provided in clause (1) above) are paid in full, any distribution to which
     holders of Notes would be entitled but for this Article XI shall be made to
     holders of Senior Debt (except that holders of the Notes may receive and
     retain (A) Permitted Junior Securities and (B) payments and other
     distributions made from any trust created pursuant to Section 8.02 hereof),
     as their interests may appear.

     SECTION 11.03. Default on Designated Senior Debt. The Company may not make
any payment or distribution to the Trustee or any holder of Notes in respect of
Obligations with respect to the Notes and may not acquire from the Trustee or
any holder of Notes for cash or property (other than (A) Permitted Junior
Securities and (B) payments and other distributions made from any trust created
pursuant to Section 8.02 hereof) until all principal and other Obligations with
respect to the Senior Debt have been paid in full if:

               (i) a default in the payment of any principal or other
     Obligations in respect of Senior Debt occurs and is continuing beyond any
     applicable grace period in the agreement, indenture or other document
     governing such Senior Debt; or

               (ii) a default, other than a payment default, on Designated
     Senior Debt occurs and is continuing that then permits holders of such
     Designated Senior Debt to accelerate its maturity and the Trustee receives
     a notice of the default (a "Payment Blockage Notice") from a Person who may
     give it pursuant to Section 11.11 hereof.

          If the Trustee receives any Payment Blockage Notice pursuant to
Section 11.03 (ii) hereof, no subsequent Payment Blockage Notice shall be
effective for purposes of such Section unless and until (A) at least 360 days
shall have elapsed since the effectiveness of the immediately prior


                                       36

<PAGE>

Payment Blockage Notice and (B) all scheduled payments of principal, premium, if
any, and interest on the Notes that have come due have been paid in full in
cash. No nonpayment default that existed or was continuing on the date of
delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the
basis for a subsequent Payment Blockage unless such default shall have been
cured or waived for a period of not less than 180 days.

          The Company may and shall resume payments on and distributions in
respect of the Notes and may acquire them upon the earlier of:

               (1) the date upon which the default is cured or waived, or

               (2) in the case of a nonpayment default referred to in Section
     11.03(ii) hereof, the earlier of the date on which such nonpayment default
     is cured or waived or 179 days after notice is received, unless the
     maturity of such Designated Senior Debt has been accelerated,

if this Article XI otherwise permits the payment, distribution or acquisition at
the time of such payment or acquisition.

     SECTION 11.04. Acceleration of Notes. If payment of the Notes is
accelerated because of an Event of Default, the Company shall promptly notify
holders of Senior Debt (or their Representative) of the acceleration.

     SECTION 11.05. When Distribution Must Be Paid Over. In the event that the
Trustee or any holder of Notes receives any payment of any Obligations with
respect to the Notes (other than (A) in Permitted Junior Securities and (B)
payments and other distributions made from any trust created pursuant to Section
8.02 hereof) at a time when such payment is prohibited by the provisions of this
Article XI and the Trustee or such holder of Notes, as applicable, has actual
knowledge that such payment is prohibited by Section 11.03 hereof, then such
payment shall be held by the Trustee or holder of Notes in trust for the benefit
of, and shall be paid forthwith over and delivered, upon written request, to
holders of Senior Debt as their interests may appear or their Representative
under the indenture or other agreement (if any) pursuant to which Senior Debt
may have been issued, as their respective interests may appear, for application
to the payment of all Obligations with respect to Senior Debt remaining unpaid
to the extent necessary to pay such Obligations in full in accordance with their
terms, after giving effect to any concurrent payment or distribution to or for
the holders of Senior Debt.

          With respect to the holders of Senior Debt, the Trustee undertakes to
perform only such obligations on the part of the Trustee as are specifically set
forth in this Article XI, and no implied covenants or obligations with respect
to the holders of Senior Debt shall be read into this Indenture against the
Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt, and shall not be liable to any such holders if the
Trustee shall pay over or distribute to or on behalf of holders of Notes or the
Company or any other Person money or assets to which any holders of Senior Debt
shall be entitled by virtue of this Article XI, except if such payment is made
as a result of the willful misconduct or gross negligence of the Trustee.

     SECTION 11.06. Notice by Company. The Company shall promptly notify the
Trustee and the Paying Agent of any facts known to the Company that would cause
a payment of any Obligations with respect to the Notes or the purchase of any
Notes by the Company to violate this Article XI, but failure to give such notice
shall not affect the subordination of the Notes to the Senior Debt as provided
in this Article XI.


                                       37

<PAGE>

     SECTION 11.07. Subrogation. After all Senior Debt is paid in full and until
the Notes are paid in full, holders of Notes shall be subrogated (equally and
ratably with all other indebtedness pari passu with the Notes) to the rights of
holders of Senior Debt to receive distributions applicable to Senior Debt to the
extent that distributions otherwise payable to the holders of Notes have been
applied to the payment of Senior Debt. A distribution made under this Article XI
to holders of Senior Debt that otherwise would have been made to holders of
Notes is not, as between the Company and holders of Notes, a payment by the
Company on the Notes.

     SECTION 11.08. Relative Rights. This Article XI defines the relative rights
of holders of Notes and holders of Senior Debt. Nothing in this Indenture shall:

               (1) impair, as between the Company and holders of Notes, the
     obligation of the Company, which is absolute and unconditional, to pay
     principal of and interest on the Notes in accordance with their terms;

               (2) affect the relative rights of holders of Notes and creditors
     of the Company, other than their rights in relation to holders of Senior
     Debt; or

               (3) prevent the Trustee or any holder of Notes from exercising
     its available remedies upon a Default or Event of Default, subject to the
     rights of holders and owners of Senior Debt to receive distributions and
     payments otherwise payable to holders of Notes.

          If the Company fails because of this Article XI to pay principal of or
interest on a Note on the due date, the failure is still a Default or Event of
Default.

     SECTION 11.09. Subordination May Not Be Impaired by Company. No right of
any holder of Senior Debt to enforce the subordination of the indebtedness
evidenced by the Notes shall be impaired by any act or failure to act by the
Company or any holder of Notes or by the failure of the Company or any such
holder to comply with this Indenture.

     SECTION 11.10. Distribution or Notice to Representative. Whenever a
distribution is to be made or a notice given to holders of Senior Debt, the
distribution may be made and the notice given to their Representative.

          Upon any payment or distribution of assets of the Company referred to
in this Article XI, the Trustee and the holders of Notes shall be entitled to
rely upon any order or decree made by any court of competent jurisdiction or
upon any certificate of such Representative or of the liquidating trustee or
agent or other Person making any distribution to the Trustee or to the holders
of Notes for the purpose of ascertaining the Persons entitled to participate in
such distribution, the holders of the Senior Debt and other indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article XI.

     SECTION 11.11. Rights of Trustee and Paying Agent. Notwithstanding the
provisions of this Article XI or any other provision of this Indenture, the
Trustee shall not be charged with knowledge of the existence of any facts that
would prohibit the making of any payment or distribution by the Trustee, and the
Trustee and the Paying Agent may continue to make payments on the Notes, unless
the Trustee shall have received at least two Business Days prior to the date of
such payment or distribution written notice of facts that would cause the
payment of any Obligations with respect to the Notes to violate this Article XI.
Only the Company or a Representative may give the notice.


                                       38

<PAGE>

          Nothing in this Article XI shall impair the claims of, or payments to,
the Trustee under or pursuant to Section 7.07 hereof.

          The Trustee in its individual or any other capacity may hold Senior
Debt with the same rights it would have if it were not Trustee. Any Agent may do
the same with like rights.

     SECTION 11.12. Authorization to Effect Subordination. Each holder of a Note
by the holder's acceptance thereof authorizes and directs the Trustee on the
holder's behalf to take such action as may be necessary or appropriate to
effectuate the subordination as provided in this Article XI, and appoints the
Trustee to act as the holder's attorney-in-fact for any and all such purposes.
If the Trustee does not file a proper proof of claim or proof of debt in the
form required in any proceeding referred to in Section 6.09 hereof at least 30
days before the expiration of the time to file such claim, the holders of any
Senior Debt or their Representatives are hereby authorized to file an
appropriate claim for and on behalf of the holders of the Notes.

     SECTION 11.13. Amendments. The provisions of this Article XI shall not be
amended or modified without the written consent of the holders of all Senior
Debt.

     SECTION 11.14. Senior Debt Entitled to Rely. The holders of Senior Debt
shall have the right to rely upon this Article XI, and no amendment or
modification of the provisions contained herein shall diminish the rights of
such holders unless such holders shall have agreed in writing thereto.

                                  ARTICLE XII
               CONVERSION OF CONVERTIBLE SENIOR SUBORDINATED NOTES

     SECTION 12.01. Right to Convert. Subject to and upon compliance with the
provisions of this Indenture, each holder of Notes shall have the right, at such
holder's option, at any time on or before the close of business on the last
trading day prior to the Maturity Date (except that, with respect to any Note or
portion thereof subject to a duly completed election for repurchase, such right
shall terminate on or before the close of business on the Designated Event Offer
Termination Date (unless the Company defaults in the payment due upon
repurchase)) to convert the principal amount of any Note held by such holder, or
any portion of such principal amount which is $1,000 or an integral multiple
thereof, into that number of fully paid and non-assessable shares of Common
Stock (as such shares shall then be constituted) based on the Conversion Rate in
effect at such time, by surrender of the Note so to be converted in whole or in
part in the manner provided in Section 12.02. A holder of Notes is not entitled
to any rights of a holder of Common Stock until such holder of Notes has
converted his or her Notes to Common Stock, and only to the extent such Notes
are deemed to have been converted to Common Stock under this Article XII.

     SECTION 12.02. Exercise of Conversion Privilege; Issuance of Common Stock
on Conversion; No Adjustment for Interest or Dividends. To exercise, in whole or
in part, the conversion privilege with respect to any Note, the holder of such
Note shall surrender such Note, duly endorsed, at an office or agency maintained
by the Company pursuant to Section 4.04, accompanied by the funds, if any,
required by the last paragraph of this Section 12.02, and shall give written
notice of conversion in the form provided on the Notes (or such other notice
which is acceptable to the Company) to the office or agency that the holder of
Notes elects to convert such Note or such portion thereof specified in said
notice. Such notice shall also state the name or names (with address or
addresses) in which the certificate or certificates for shares of Common Stock
which are issuable on such conversion shall be issued, and shall be accompanied
by transfer taxes, if required pursuant to Section 12.07. Each such Note
surrendered for conversion shall, unless the shares issuable on conversion are
to be issued in the same name as the


                                       39

<PAGE>

registration of such Note, be duly endorsed by, or be accompanied by instruments
of transfer in form satisfactory to the Company duly executed by, the holder of
Notes or his or her duly authorized attorney.

          As promptly as practicable after satisfaction of the requirements for
conversion set forth above, the Company shall issue and shall deliver to such
holder at the office or agency maintained by the Company for such purpose
pursuant to Section 4.04, a certificate or certificates for, or effect a
book-entry transfer through the Depositary with respect to, the number of full
shares of Common Stock issuable upon the conversion of such Note or portion
thereof in accordance with the provisions of this Article XII and a check or
cash in respect of any fractional interest in respect of a share of Common Stock
arising upon such conversion, as provided in Section 12.03 (which payment, if
any, shall be paid no later than five Business Days after satisfaction of the
requirements for conversion set forth above). Certificates representing shares
of Common Stock will not be issued or delivered unless all taxes and duties, if
any, payable by the holder have been paid. In case any Note of a denomination of
an integral multiple greater than $1,000 is surrendered for partial conversion,
and subject to Section 2.02, the Company shall execute, and the Trustee shall
authenticate and deliver to the holder of the Note so surrendered, without
charge to him or her, a new Note or Notes in authorized denominations in an
aggregate principal amount equal to the unconverted portion of the surrendered
Note.

          Each conversion shall be deemed to have been effected as to any such
Note (or portion thereof) on the date on which the requirements set forth above
in this Section 12.02 have been satisfied as to such Note (or portion thereof),
and the Person in whose name any certificate or certificates for shares of
Common Stock are issuable upon such conversion shall be deemed to have become on
said date the holder of record of the shares represented thereby; provided,
however, that any such surrender on any date when the Company's stock transfer
books are closed shall constitute the Person in whose name the certificates are
to be issued as the record holder thereof for all purposes on the next
succeeding day on which such stock transfer books are open, but such conversion
shall be at the Conversion Rate in effect on the date upon which such Note is
surrendered.

          Any Note or portion thereof surrendered for conversion during the
period from the close of business on the Regular Record Date for any interest
payment through the close of business on the last trading day immediately
preceding such Interest Payment Date shall be accompanied by payment, in funds
acceptable to the Company, of an amount equal to the interest, otherwise payable
on such Interest Payment Date on the principal amount being converted; provided
however, that no such payment need be made if there exists at the time of
conversion a default in the payment of interest on the Notes; and provided,
further, that no such payment need be made if the Notes are surrendered for
conversion on or after the final Regular Record Date. An amount equal to such
payment shall be paid by the Company on such Interest Payment Date to the holder
of such Note at the close of business on such Regular Record Date; provided
however, that if the Company defaults in the payment of interest, if applicable,
on such Interest Payment Date, such amount shall be paid to the Person who made
such required payment. Except as provided above in this Section 12.02, no cash
payment of interest shall be made and no adjustment shall be made for interest
accrued, if any, on any Note converted or for dividends on any shares issued
upon the conversion of such Note as provided in this Article XII.

     SECTION 12.03. Cash Payments in Lieu of Fractional Shares. No fractional
shares of Common Stock or scrip representing fractional shares shall be issued
upon conversion of Notes. If more than one Note shall be surrendered for
conversion at one time by the same holder, the number of full shares which shall
be issuable upon conversion shall be computed on the basis of the aggregate
principal amount of the Notes (or specified portions thereof to the extent
permitted hereby) so surrendered for conversion. If any fractional share of
stock otherwise would be issuable upon the conversion of any Note or Notes, the
Company shall make an adjustment therefore in cash based upon the Current Market
Price


                                       40

<PAGE>

(as defined in Section 12.05(g)) of the Common Stock on the last trading day
prior to the date of conversion.

     SECTION 12.04. Conversion Rate. The Conversion Rate shall be as specified
in the form of Note attached as Exhibit A hereto, subject to adjustment as
provided in this Article XII.

     SECTION 12.05. Adjustment of Conversion Rate. The Conversion Rate shall be
adjusted from time to time by the Company as follows:

          (a) If the Company shall hereafter pay a dividend or make a
distribution to all holders of the outstanding Common Stock in shares of Common
Stock, the Conversion Rate in effect at the opening of business on the date
following the Record Date fixed for the determination of stockholders entitled
to receive such dividend or other distribution shall be increased by multiplying
the Conversion Rate in effect at the close of business on such Record Date by a
fraction of which the numerator shall be the total number of shares that would
be outstanding immediately following such dividend or other distribution and the
denominator shall be the number of shares of Common Stock outstanding at the
close of business on the Record Date fixed for such determination, such increase
to become effective immediately after the opening of business on the day
following the Record Date. If any dividend or distribution of the type described
in this Section 12.05(a) is declared but not so paid or made, the Conversion
Rate shall again be adjusted to the Conversion Rate which would then be in
effect if such dividend or distribution had not been declared.

          (b) If the outstanding shares of Common Stock shall be subdivided into
a greater number of shares of Common Stock, the Conversion Rate in effect at the
opening of business on the day following the day upon which such subdivision
becomes effective shall be proportionately increased, and, conversely, if the
outstanding shares of Common Stock shall be combined into a smaller number of
shares of Common Stock, the Conversion Rate in effect at the opening of business
on the day following the day upon which such combination becomes effective shall
be proportionately reduced, such increase or reduction, as the case may be, to
become effective immediately after the opening of business on the day following
the day upon which such subdivision or combination becomes effective.

          (c) If the Company shall issue rights or warrants to all or
substantially all holders of its outstanding shares of Common Stock entitling
them to subscribe for or purchase shares of Common Stock (or securities
convertible into Common Stock) for a period expiring 45 days or less from the
date of issuance of such rights or warrants at a price per share (or having a
conversion price per share) less than the Current Market Price on the Record
Date fixed for the determination of stockholders entitled to receive such rights
or warrants, the Conversion Rate shall be adjusted so that the same shall equal
the rate determined by multiplying the Conversion Rate in effect at the close of
business on such Record Date by a fraction of which the numerator shall be the
sum of the number of shares of Common Stock outstanding at the close of business
on the Record Date plus the total number of additional shares of Common Stock so
offered for subscription or purchase (or into which the convertible securities
so offered are convertible) and of which the denominator shall be the sum of the
number of shares of Common Stock outstanding at the close of business on the
Record Date plus the number of shares equal to the aggregate price payable to
exercise such rights or warrants (or the aggregate conversion price of the
convertible securities so offered for subscription or purchase, which shall be
determined by multiplying the number of shares of Common Stock issuable upon
conversion of such convertible securities by the conversion price per share of
Common Stock pursuant to the terms of such convertible securities) divided by
the Current Market Price as of the business day immediately preceding the
announcement of the issuance of such rights. Such adjustment shall become
effective immediately after the opening of business on the day following the
Record Date fixed for determination of stockholders entitled to receive such
rights or warrants. To the extent that shares of Common Stock (or securities
convertible into Common Stock) are not delivered


                                       41

<PAGE>

pursuant to such rights or warrants, upon the expiration or termination of such
rights or warrants the Conversion Rate shall be readjusted to be the Conversion
Rate which would then be in effect had the adjustments made upon the issuance of
such rights or warrants been made on the basis of delivery of only the number of
shares of Common Stock actually delivered. If such rights or warrants are not so
issued, the Conversion Rate shall again be adjusted to be the Conversion Rate
which would then be in effect if such Record Date fixed for the determination of
stockholders entitled to receive such rights or warrants had not been fixed. In
determining whether any rights or warrants entitle the holders to subscribe for
or purchase shares of Common Stock at less than such Current Market Price, and
in determining the aggregate offering price of such shares of Common Stock,
there shall be taken into account any consideration received for such rights or
warrants, with the value of such consideration, if other than cash, to be
determined in good faith by the Board of Directors, whose determination shall be
conclusive and described in a resolution of the Board of Directors.

          (d) If the Company shall, by dividend or otherwise, distribute to all
holders of its Common Stock shares of any class of capital stock of the Company
(other than any dividends or distributions to which Section 12.05(a) applies) or
evidences of its indebtedness, cash or other assets (including securities, but
excluding (i) any rights or warrants of a type referred to in Section 12.05(c)
and (ii) dividends and distributions paid exclusively in cash pursuant to
Section 12.05(e)) (the foregoing hereinafter in this Section 12.05(d) called the
"Distributed Securities"), then (unless the Company distributes such Distributed
Securities for distribution to the holders of Notes on such dividend or
distribution date (as if each Holder had converted such Note into Common Stock
immediately prior to the Record Date with respect to such distribution)), in
each such case, the Conversion Rate shall be adjusted so that the same shall be
equal to the rate determined by multiplying the Conversion Rate in effect
immediately prior to the close of business on the Record Date with respect to
such distribution by a fraction of which the numerator shall be the Current
Market Price on such date and the denominator shall be such Current Market Price
less the fair market value (as determined in good faith by the Board of
Directors, whose determination shall be conclusive and described in a resolution
of the Board of Directors) on such date of the portion of the Distributed
Securities applicable to one share of Common Stock (determined on the basis of
the number of shares of Common Stock outstanding at the close of business on
such Record Date), such increase to become effective immediately prior to the
opening of business on the day following the Record Date; provided, however,
that in the event the then fair market value (as so determined) of the portion
of the Distributed Securities applicable to one share of Common Stock is equal
to or greater than the Current Market Price on the Record Date, in lieu of the
foregoing adjustment, adequate provision shall be made so that each holder of
Notes shall have the right to receive upon conversion of a Note (or any portion
thereof) the amount of Distributed Securities such holder would have received
had such holder converted such Note (or portion thereof) immediately prior to
such Record Date. If such dividend or distribution is not so paid or made, the
Conversion Rate shall again be adjusted to be the Conversion Rate which would
then be in effect if such dividend or distribution had not been declared. If the
Board of Directors determines the fair market value of any distribution for
purposes of this Section 12.05(d) by reference to the actual or when issued
trading market for any securities comprising all or part of such distribution,
in doing so the Board of Directors shall, to the extent possible, consider the
prices in such market over the same period used in computing the Current Market
Price pursuant to Section 12.05(g).

          Notwithstanding any other provision of this Section 12.05(d) to the
contrary, rights, warrants, evidences of indebtedness, other securities, cash or
other assets (including, without limitation, any rights distributed pursuant to
any stockholder rights plan) shall be deemed not to have been distributed for
purposes of this Section 12.05(d) if the Company makes proper provision so that
each holder of Notes who converts a Note (or any portion thereof) after the
Record Date fixed for determination of stockholders entitled to receive such
distribution shall be entitled to receive upon such conversion, in addition to
the shares of Common Stock issuable upon such conversion, the amount and


                                       42

<PAGE>

kind of such distributions that such holder would have been entitled to receive
if such holder had, immediately prior to such determination date, converted such
Note into Common Stock.

          Notwithstanding the foregoing, if the securities distributed by the
Company to all holders of its Common Stock consist of Capital Stock of, or
similar equity interests in, a Subsidiary or other business unit of the Company
(the "Spinoff Securities"), the Conversion Rate shall be adjusted, unless the
Company makes an equivalent distribution to the holders of the Notes, so that
the same shall be equal to the rate determined by multiplying the Conversion
Rate in effect at the close of business on the Record Date fixed for the
determination of stockholders entitled to receive such distribution by a
fraction, the numerator of which shall be the sum of (A) the average Closing
Price of one share of Common Stock over the 10 consecutive trading days (the
"Spinoff Valuation Period") commencing on and including the fifth trading day
after the date on which ex-dividend trading commences for such distribution on
the Nasdaq National Market or such other U.S. national or regional exchange or
market on which the Common Stock is then listed or quoted, and (B) the average
Closing Price over the Spinoff Valuation Period of the Spinoff Securities;
provided, that if shares of such Capital Stock or equity interests are not so
listed or quoted, the fair market value as determined in good faith by the
Company's Board of Directors, and the denominator of which shall be the average
Closing Price of one share of Common Stock over the Spinoff Valuation Period,
such adjustment to become effective immediately prior to the opening of business
on the fifteenth trading day after the date on which ex-dividend trading
commences; provided, however, that the Company may in lieu of the foregoing
adjustment elect to make adequate provision so that each Holder of Securities
shall have the right to receive upon conversion thereof the amount of such
Spinoff Securities that such Holder of Securities would have received if such
Securities had been converted on the record date with respect to such
distribution.

          For purposes of this Section 12.05(d) and Sections 12.05(a) and (c),
any dividend or distribution to which this Section 12.05(d) is applicable that
also includes shares of Common Stock, or rights or warrants to subscribe for or
purchase shares of Common Stock to which Section 12.05(b) applies (or both),
shall be deemed instead to be (1) a dividend or distribution of the evidences of
indebtedness, assets, shares of capital stock, rights or warrants other than
such shares of Common Stock or rights or warrants to which Section 12.05(c)
applies (and any Conversion Rate adjustments required by this Section 12.05(d)
with respect to such dividend or distribution shall then be made) immediately
followed by (2) a dividend or distribution of such shares of Common Stock or
such rights or warrants (and any further Conversion Rate adjustments required by
Sections 12.05(a) and (c) with respect to such dividend or distribution shall
then be made, except that (A) the Record Date of such dividend or distribution
shall be substituted as "the Record Date fixed for the determination of
stockholders entitled to receive such dividend or other distribution", "Record
Date fixed for such determination" and "Record Date" within the meaning of
Section 12.05(a) and as "the Record Date fixed for the determination of
stockholders entitled to receive such rights or warrants", "the Record Date
fixed for the determination of the stockholders entitled to receive such rights
or warrants" and "such Record Date" within the meaning of Section 12.05(c) and
(B) any shares of Common Stock included in such dividend or distribution shall
not be deemed "outstanding at the close of business on the date fixed for such
determination" within the meaning of Section 12.05(a)).

          (e) If the Company shall make any dividend or other distribution (a
"Triggering Distribution") consisting exclusively of cash to all holders of its
Common Stock (excluding any cash that is distributed upon a merger or
consolidation to which Section 12.06 applies or as part of a distribution
referred to in Section 12.05(d)) the Conversion Rate shall be adjusted so that
the same shall equal the rate determined by multiplying the Conversion Rate in
effect immediately prior to the close of business on the record date for such
Triggering Distribution (a "Distribution Determination Date") by a fraction the
numerator of which shall be the Current Market Price per share of Common Stock
on such Distribution Determination Date and the denominator of which shall be
the Current Market Price per share of


                                       43

<PAGE>

Common Stock on such Distribution Determination Date less the amount of such
cash dividend or distribution applicable to one share of Common Stock
(determined on the basis of the number of shares of Common Stock outstanding at
the close of business on the Distribution Determination Date); provided,
however, that if the portion of the cash so distributed applicable to one share
of Common Stock is equal to or greater than the Current Market Price of the
Common Stock on the Distribution Determination Date, in lieu of the foregoing
adjustment, adequate provision shall be made so that each holder of Notes shall
have the right to receive upon conversion of a Note (or any portion thereof) the
amount of cash such holder would have received had such holder converted such
Note (or portion thereof) immediately prior to such Distribution Determination
Date. If such dividend or distribution is not so paid or made, the Conversion
Rate shall again be adjusted to be the Conversion Rate which would then be in
effect if such dividend or distribution had not been declared.

          (f) If a tender or exchange offer made by the Company or any of its
subsidiaries for all or any portion of the Common Stock expires and such tender
or exchange offer (as amended upon the expiration thereof) requires the payment
to stockholders (based on the acceptance (up to any maximum specified in the
terms of the tender or exchange offer) of Purchased Shares (as defined below))
of an aggregate consideration having a fair market value (as determined in good
faith by the Board of Directors, whose determination shall be conclusive and
described in a resolution of the Board of Directors) that exceeds the Current
Market Price per share of Common Stock on the trading day next succeeding the
last date (the "Expiration Date") tenders or exchanges could have been made
pursuant to such tender or exchange offer (as it may be amended) (the last time
at which such tenders could have been made on the Expiration Date is hereinafter
called the "Expiration Time"), then the Conversion Rate shall be adjusted so
that the same shall equal the price determined by multiplying the Conversion
Rate in effect immediately prior to close of business on the Expiration Date by
a fraction of which the numerator shall be the sum of (A) the fair market value
of the aggregate consideration (the fair market value as determined by the Board
of Directors, whose determination shall be conclusive evidence of such fair
market value and which shall be evidenced by an Officers' Certificate delivered
to the Trustee) payable to stockholders based on the acceptance (up to any
maximum specified in the terms of the tender or exchange offer) of all shares
validly tendered and not withdrawn as of the Expiration Time (the shares deemed
so accepted, up to any such maximum, being referred to as the "Purchased
Shares") and (B) the product of the number of shares of Common Stock outstanding
(less any Purchased Shares and excluding any shares held in the treasury of the
Company) at the Expiration Time and the Closing Price per share of Common Stock
on the trading day next succeeding the Expiration Date and the denominator of
which shall be the product of the number of shares of Common Stock outstanding
(including Purchased Shares but excluding any shares held in the treasury of the
Company) at the Expiration Time multiplied by the Closing Price per share of the
Common Stock on the trading day next succeeding the Expiration Date, such
adjustment (if any) to become effective immediately prior to the opening of
business on the day following the Expiration Date. If the Company is obligated
to purchase shares pursuant to any such tender offer, but the Company is
permanently prevented by applicable law from effecting any such purchases or all
such purchases are rescinded, the Conversion Rate shall again be adjusted to be
the Conversion Rate which would then be in effect if such tender offer had not
been made. If the application of this Section 12.05(f) to any tender offer would
result in a decrease in the Conversion Rate, no adjustment shall be made for
such tender offer under this Section 12.05(f).

          (g) For purposes of this Section 12.05, the following terms shall have
the meaning indicated:

               (1) "Closing Price" with respect to any securities on any day
     means the closing price on such day or, if no such sale takes place on such
     day, the average of the reported high and low prices on such day, in each
     case on the Nasdaq National Market or New York Stock Exchange, as
     applicable, or, if such security is not listed or admitted to trading on
     such national


                                       44
<PAGE>

     market or exchange, on the principal national securities exchange or
     quotation system on which such security is quoted or listed or admitted to
     trading, or, if not quoted or listed or admitted to trading on any national
     securities exchange or quotation system, the average of the high and low
     prices of such security on the over-the-counter market on the day in
     question as reported by the National Quotation Bureau Incorporated, or a
     similar generally accepted reporting service, or, if not so available, in
     such manner as furnished by any New York Stock Exchange member firm
     selected from time to time by the Board of Directors for that purpose, or a
     price determined in good faith by the Board of Directors, whose
     determination shall be conclusive and described in a resolution of the
     Board of Directors.

               (2) "Current Market Price" means the average of the daily Closing
     Price per share of Common Stock for the 10 consecutive trading days
     immediately prior to the date in question; provided, however, that (1) if
     the "ex" date (as hereinafter defined) for any event (other than the
     issuance or distribution requiring such computation) that requires an
     adjustment to the Conversion Rate pursuant to Sections 12.05(a), (b), (c),
     (d), (e) or (f) occurs during such 10 consecutive trading days, the Closing
     Price for each trading day prior to the "ex" date for such other event
     shall be adjusted by multiplying such Closing Price by the same fraction by
     which the Conversion Rate is so required to be adjusted as a result of such
     other event, (2) if the "ex" date for any event (other than the issuance or
     distribution requiring such computation) that requires an adjustment to the
     Conversion Rate pursuant to Section 12.05(a), (b), (c), (d), (e) or (f)
     occurs on or after the "ex" date for the issuance or distribution requiring
     such computation and prior to the day in question, the Closing Price for
     each trading day on and after the "ex" date for such other event shall be
     adjusted by multiplying such Closing Price by the reciprocal of the
     fraction by which the Conversion Rate is so required to be adjusted as a
     result of such other event, and (3) if the "ex" date for the issuance or
     distribution requiring such computation is prior to the day in question,
     after taking into account any adjustment required pursuant to clause (1) or
     (2) of this proviso, the Closing Price for each trading day on or after
     such "ex" date shall be adjusted by adding thereto the amount of any cash
     and the fair market value (as determined by the Board of Directors in a
     manner consistent with any determination of such value for purposes of
     Sections 12.05(d) or (f), whose determination shall be conclusive and
     described in a resolution of the Board of Directors) of the evidences of
     indebtedness, shares of capital stock or assets being distributed
     applicable to one share of Common Stock as of the close of business on the
     day before such "ex" date. For purposes of any computation under Section
     12.05(f), the Current Market Price on any date shall be deemed to be the
     average of the daily Closing Prices per share of Common Stock for such day
     and the next two succeeding trading days; provided, however, that if the
     "ex" date for any event (other than the tender offer requiring such
     computation) that requires an adjustment to the Conversion Rate pursuant to
     Section 12.05(a), (b), (c), (d), (e) or (f) occurs on or after the
     Expiration Time for the tender or exchange offer requiring such computation
     and prior to the day in question, the Closing Price for each trading day on
     and after the "ex" date for such other event shall be adjusted by
     multiplying such Closing Price by the reciprocal of the fraction by which
     the Conversion Rate is so required to be adjusted as a result of such other
     event. For purposes of this paragraph, the term "ex" date, (1) when used
     with respect to any issuance or distribution, means the first date on which
     the Common Stock trades regular way on the relevant exchange or in the
     relevant market from which the Closing Price was obtained without the right
     to receive such issuance or distribution, (2) when used with respect to any
     subdivision or combination of shares of Common Stock, means the first date
     on which the Common Stock trades regular way on such exchange or in such
     market after the time at which such subdivision or combination becomes
     effective, and (3) when used with respect to any tender or exchange offer
     means the first date on which the Common Stock trades regular way on such
     exchange or in such market after the Expiration Time of such offer.
     Notwithstanding the foregoing, whenever successive adjustments to the
     Conversion Rate are called for pursuant to this Section 12.05, such


                                       45

<PAGE>

     adjustments shall be made to the Current Market Price as may be necessary
     or appropriate to effectuate the intent of this Section 12.05 and to avoid
     unjust or inequitable results as determined in good faith by the Board of
     Directors.

               (3) "fair market value" shall mean the amount which a willing
     buyer would pay a willing seller in an arm's length transaction.

               (4) "Record Date" shall mean, with respect to any dividend,
     distribution or other transaction or event in which the holders of Common
     Stock have the right to receive any cash, securities or other property or
     in which the Common Stock (or other applicable security) is exchanged for
     or converted into any combination of cash, securities or other property,
     the date fixed for determination of stockholders entitled to receive such
     cash, securities or other property (whether such date is fixed by the Board
     of Directors or by statute, contract or otherwise).

               (5) "trading day" shall mean (x) if the applicable security is
     listed or admitted for trading on the New York Stock Exchange or another
     national securities exchange, a day on which the New York Stock Exchange or
     another national securities exchange is open for business or (y) if the
     applicable security is quoted on the Nasdaq National Market, a day on which
     trades may be made thereon or (z) if the applicable security is not so
     listed, admitted for trading or quoted, any day other than a Saturday or
     Sunday or a day on which banking institutions in the State of New York are
     authorized or obligated by law or executive order to close.

          (h) The Company may make such adjustments in the Conversion Rate, in
addition to those required by Sections 12.05(a), (b), (c), (d), (e) and (f), as
the Board of Directors considers to be advisable to avoid or diminish any income
tax to holders of Common Stock or rights to purchase Common Stock resulting from
any dividend or distribution of stock (or rights to acquire stock) or from any
event treated as such for income tax purposes.

          The Company from time to time may, to the extent permitted by law and
subject to the applicable rules of the Nasdaq National Market, increase the
Conversion Rate of the Notes by any amount for any period of at least 20 days,
if the Board of Directors has made a determination that such increase would be
in the Company's best interests, which determination shall be conclusive and
described in a resolution of the Board of Directors. The increase in Conversion
Rate shall be irrevocable during this period. Whenever the Conversion Rate is
increased pursuant to the preceding sentence, the Company shall mail to the
holders of Notes at his or her last address appearing on the Register of holders
maintained for that purpose a notice of the increase at least 15 days prior to
the date the increased Conversion Rate takes effect, and such notice shall state
the increased Conversion Rate and the period during which it will be in effect.

          (i) With respect to any rights or warrants (the "Rights") that may be
issued or distributed pursuant to any rights plan that the Company implements
after the date of this Indenture (each a "Rights Plan"), in lieu of any
adjustment required by any other provision of this Section 12.05 upon conversion
of the Notes into Common Stock, to the extent that such Rights Plan is in effect
upon such conversion, the holders of Notes will receive, with respect to the
shares of Common Stock issued upon conversion, the Rights described therein
(whether or not the Rights have separated from the Common Stock at the time of
conversion), subject to the limitations set forth in and in accordance with any
such Rights Plan; provided that if, at the time of conversion, however, the
Rights have separated from the shares of Common Stock in accordance with the
provisions of the Rights Plan so that holders would not be entitled to receive
any rights in respect of the shares of Common Stock issuable upon conversion of
the Notes as a result of the timing of the Conversion Date, the Conversion Rate
will be adjusted as if the Company distributed to all holders of Common Stock
Distributed Securities as provided Section 12.05(d),


                                       46

<PAGE>

subject to appropriate readjustment in the event of the expiration, termination,
repurchase or redemption of the Rights. Any distribution of rights or warrants
pursuant to a Rights Plan complying with the requirements set forth in the
immediately preceding sentence of this paragraph shall not constitute a
distribution of rights or warrants pursuant to this Section 12.05. Other than as
specified in this clause (i), there will not be any adjustment to the Conversion
Rate as the result of the issuance of any Rights, the distribution of separate
certificates representing such Rights, the exercise or redemption of such Rights
in accordance with any Rights Plan or the termination or invalidation of any
Rights.

          (j) No adjustment in the Conversion Rate shall be required unless such
adjustment would require an increase or decrease of at least 1% in such price;
provided, however, that any adjustments which by reason of this Section 12.05(j)
are not required to be made shall be carried forward and taken into account in
any subsequent adjustment. All calculations under this Article XII shall be made
by the Company and shall be made to the nearest cent or to the nearest one
hundredth of a share, as the case may be.

          No adjustment need be made for a change in the par value or no par
value of the Common Stock.

          (k) Whenever the Conversion Rate is adjusted as herein provided, the
Company shall promptly file with the Trustee and any Conversion Agent other than
the Trustee an Officers' Certificate setting forth the Conversion Rate after
such adjustment and setting forth a brief statement of the facts requiring such
adjustment. Promptly after delivery of such certificate, the Company shall
prepare a notice of such adjustment of the Conversion Rate setting forth the
adjusted Conversion Rate and the date on which each adjustment becomes effective
and shall mail such notice of such adjustment of the Conversion Rate to each
holder of Notes at his or her last address appearing on the Register of holders
maintained for that purpose within 20 days of the effective date of such
adjustment. Failure to deliver such notice shall not affect the legality or
validity of any such adjustment.

          (l) In any case in which this Section 12.05 provides that an
adjustment shall become effective immediately after a Record Date for an event,
the Company may defer until the occurrence of such event issuing to the holder
of any Note converted after such Record Date and before the occurrence of such
event the additional shares of Common Stock issuable upon such conversion by
reason of the adjustment required by such event over and above the Common Stock
issuable upon such conversion before giving effect to such adjustment.

          (m) For purposes of this Section 12.05, the number of shares of Common
Stock at any time outstanding shall not include shares held in the treasury of
the Company but shall include shares issuable in respect of scrip certificates
issued in lieu of fractions of shares of Common Stock. The Company shall not pay
any dividend or make any distribution on shares of Common Stock held in the
treasury of the Company.

     SECTION 12.06. Effect of Recapitalization, Reclassification, Consolidation,
Merger, Combination, Sale, Lease or Transfer.

          In the event of any (i) recapitalization, reclassification or change
of the outstanding shares of Common Stock (other than a change in par value, or
from par value to no par value, or from no par value to par value, or as a
result of a subdivision or combination), (ii) consolidation, merger or
combination of the Company with another corporation as a result of which holders
of Common Stock shall be entitled to receive stock, securities or other property
or assets (including cash or any combination thereof) with respect to or in
exchange for such Common Stock, or (iii) sale, lease or other transfer of the
properties and assets of the Company and its Subsidiaries as an entirety or
substantially as an entirety to


                                       47

<PAGE>

any other corporation as a result of which holders of Common Stock shall be
entitled to receive stock, securities or other property or assets (including
cash or any combination thereof) with respect to or in exchange for such Common
Stock, then the Company or the successor or purchasing corporation, as the case
may be, shall execute with the Trustee a supplemental indenture (which shall
comply with the TIA as in force at the date of execution of such supplemental
indenture if such supplemental indenture is then required to so comply)
providing that holders of Notes shall thereafter be entitled to convert Notes
into the kind and amount of shares of stock and other securities or property or
assets (including cash or any combination thereof) that such holders would have
owned or otherwise been entitled to receive upon such recapitalization,
reclassification, change, consolidation, merger, combination, sale, lease or
other transfer had such Notes been converted into shares of Common Stock
immediately prior to such recapitalization, reclassification, change,
consolidation, merger, combination, sale, lease or other transfer (subject to
the right of such holder to receive the Make Whole Premium (as defined in
Section 12.11) upon compliance with the provisions of such Section)). In the
event holders of Common Stock have the opportunity to elect the form of
consideration to be received in a recapitalization, reclassification, change,
consolidation, merger combination, sale, lease or other transfer, the Company
will make adequate provision whereby holders of the Notes shall have the
opportunity, on a timely basis, to determine the form of consideration into
which all of the Notes, treated as a single class, shall be convertible. Such
determination shall be based on the blended, weighted average of elections made
by holders of the Notes who participate in such determination and shall be
subject to any limitations to which all of the holders of Common Stock are
subject to, such as pro rata reductions applicable to any portion of the
consideration payable. The Company shall not become party to any such
recapitalization, reclassification, change, consolidation, merger combination,
sale, lease or other transfer unless the terms of such transaction are
consistent with the foregoing. Such supplemental indenture shall provide for
adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Article XII.

          If, in the case of any such reclassification, change, consolidation,
merger, combination, sale, lease or other transfer, the stock or other
securities and assets receivable thereupon by a holder of shares of Common Stock
includes shares of stock or other securities and assets of a corporation other
than the successor or purchasing corporation, as the case may be, in such
recapitalization, reclassification, change, consolidation, merger, combination,
sale, lease or other transfer, then such supplemental indenture shall also be
executed by such other corporation and shall contain such additional provisions
to protect the interests of the holders of the Notes as the Board of Directors
shall reasonably consider necessary by reason of the foregoing.

          The Company shall cause notice of the execution of such supplemental
indenture to be mailed to each holder of Notes at his or her address appearing
on the Register of holders for that purpose within 20 days after execution
thereof. Failure to deliver such notice shall not affect the legality or
validity of such supplemental indenture.

          The above provisions of this Section 12.06 shall similarly apply to
successive reclassifications, changes, consolidations, mergers, combinations,
sales, leases or other transfers.

          If this Section 12.06 applies to any event or occurrence, Section
12.05 shall not apply.

     SECTION 12.07. Taxes on Shares Issued. The issue of stock certificates on
conversions of Notes shall be made without charge to the converting holder for
any tax in respect of the issue thereof. The Company shall not, however, be
required to pay any tax which may be payable in respect of any transfer involved
in the issue and delivery of stock in any name other than that of the holder of
any Note converted, and the Company shall not be required to issue or deliver
any such stock certificate unless and until the Person or Persons requesting the
issue thereof shall have paid to the Company the amount of


                                       48

<PAGE>

such tax or shall have established to the reasonable satisfaction of the Company
that such tax has been paid.

     SECTION 12.08. Reservation of Shares; Shares to Be Fully Paid; Listing of
Common Stock. The Company shall provide, free from preemptive rights, out of its
authorized but unissued shares or shares held in treasury, sufficient shares to
provide for the conversion of the Notes from time to time as such Notes are
presented for conversion.

          Before taking any action which would cause an adjustment increasing
the Conversion Rate to a level such that the Conversion Price would be below the
then par value, if any, of the shares of Common Stock issuable upon conversion
of the Notes, the Company shall take all corporate action which may, in the
opinion of its counsel, be necessary in order that the Company may validly and
legally issue shares of such Common Stock at such adjusted Conversion Rate;
provided, however, that no shares of Common Stock shall be required to be issued
at a Conversion Price less than the par value of such Common Stock.

          The Company covenants that all shares of Common Stock issued upon
conversion of Notes will be fully paid and non-assessable by the Company and
free from all taxes, liens and charges with respect to the issue thereof.

          The Company further covenants that as long as the Common Stock is
quoted on the Nasdaq National Market, or its successor, the Company shall cause
all Common Stock issuable upon conversion of the Notes to be eligible for such
quotation in accordance with, and at the times required under, the requirements
of such market, and if at any time the Common Stock becomes listed on the New
York Stock Exchange or any other national securities exchange, the Company shall
cause all Common Stock issuable upon conversion of the Notes to be so listed and
kept listed.

     SECTION 12.09. Responsibility of Trustee. The Trustee shall not at any time
be under any duty of responsibility to any holders of Notes to determine whether
any facts exist which may require any adjustment of the Conversion Rate, or with
respect to the nature or extent or calculation of any such adjustment when made,
or with respect to the method employed, or herein or in any supplemental
indenture provided to be employed, in making the same. The Trustee shall not be
accountable with respect to the validity or value (or the kind or amount) of any
shares of Common Stock, or of any securities or property, which may at any time
be issued or delivered upon the conversion of any Note; and the Trustee makes no
representations with respect thereto. Subject to the provisions of Section 7.01,
the Trustee shall not be responsible for any failure of the Company to issue,
transfer or deliver any shares of Common Stock or stock certificates or other
securities or property or cash upon the surrender of any Note for the purpose of
conversion or to comply with any of the duties, responsibilities or covenants of
the Company contained in this Article XII. Without limiting the generality of
the foregoing, the Trustee shall not have any responsibility to determine the
correctness of any provisions contained in any supplemental indenture entered
into pursuant to Section 12.06 relating either to the kind or amount of shares
of stock or securities or property (including cash) receivable by holders of
Notes upon the conversion of their Notes after any event referred to in such
Section 12.06 or to any adjustment to be made with respect thereto, but, subject
to the provisions of Section 7.01, may accept as conclusive evidence of the
correctness of any such provisions, and shall be protected in relying upon, the
Officers' Certificate and Opinion of Counsel (which the Company shall be
obligated to file with the Trustee prior to the execution of any such
supplemental indenture) with respect thereto.

     SECTION 12.10. Notice to Holders Prior to Certain Actions. If


                                       49
<PAGE>

          (a) the Company declares a dividend (or any other distribution) on its
Common Stock (other than in cash out of retained earnings); or

          (b) the Company authorizes the granting to the holders of its Common
Stock of rights or warrants to subscribe for or purchase any share of any class
of Common Stock or any other rights or warrants; or

          (c) there is any reclassification of the Common Stock (other than a
subdivision or combination of outstanding Common Stock, or a change in par
value, or from par value to no par value, or from no par value to par value), or
of any consolidation or merger to which the Company is a party and for which
approval of any stockholders of the Company is required, or of the sale or
transfer of all or substantially all of the assets of the Company; or

          (d) there is any voluntary or involuntary dissolution, liquidation or
winding-up of the Company;

then the Company shall cause to be filed with the Trustee and to be mailed to
each holder of Notes at his or her address appearing on the Register maintained
for that purpose as promptly as possible but in any event at least 15 days prior
to the applicable date hereinafter specified, a notice stating (x) the date on
which a record is to be taken for the purpose of such dividend, distribution or
rights or warrants, or, if a record is not to be taken, the date as of which the
holders of Common Stock of record to be entitled to such dividend, distribution
or rights are to be determined, or (y) the date on which such reclassification,
consolidation, merger, sale, transfer, dissolution, liquidation or winding-up is
expected to become effective or occur, and the date as of which it is expected
that holders of Common Stock of record shall be entitled to exchange their
Common Stock for securities or other property deliverable upon such
reclassification, consolidation, merger, sale, transfer, dissolution,
liquidation or winding-up. Failure to give such notice, or any defect therein,
shall not affect the legality or validity of such dividend, distribution,
reclassification, consolidation, merger, sale, transfer, dissolution,
liquidation or winding-up.

     SECTION 12.11. Make Whole Premium Upon a Change of Control.

          If there shall have occurred (a) a transaction described in clause (a)
or (b) of the definition of a Change of Control, or (b) a transaction that, but
for the 105% trading price exception contained in clause (x) of the proviso to
such definition would be a Change of Control, the Company shall pay a "Make
Whole Premium" to the Holders of the Notes who surrender their Notes for
conversion during the period beginning 10 trading days before the anticipated
effective date of the Change of Control transaction (the "Effective Date" which
shall be announced by the Company in any notice or release announcing the
applicable change of control transaction) and ending at the close of business on
the business day immediately preceding the Designated Event Payment Date by
increasing the applicable Conversion Rate for such Notes by a number of
additional shares of Common Stock per $1,000 principal amount of Notes, as
determined by reference to the table below, based on the Effective Date and the
price (the "Stock Price") paid per share of Common Stock in such transaction on
such Effective Date; provided that if the Stock Price or Effective Date are not
set forth on the table: (i) if the actual Stock Price on the Effective Date is
between two Stock Prices on the table or the actual Effective Date is between
two Effective Dates on the table, the Make Whole Premium will be determined by a
straight-line interpolation between the Make Whole Premiums set forth for the
two Stock Prices and the two Effective Dates on the table based on a 365-day
year, as applicable, (ii) if the Stock Price on the Effective Date equals or
exceeds $40 per share, subject to adjustment as set forth herein, no Make Whole
Premium will be paid, and (iii) if the Stock Price on the Effective Date is less
than $11.22 per share, subject to adjustment as set forth herein, no Make Whole
Premium will be paid. If Holders of the Common Stock receive only cash in the
Change of Control transaction, the Stock Price shall be the cash amount paid per
share of the


                                       50

<PAGE>

Common Stock in connection with the Change of Control transaction. Otherwise,
the Stock Price shall be equal to the average Closing Prices of the Common Stock
for each of the 10 trading days immediately preceding, but not including, the
applicable Effective Date.

<TABLE>
<CAPTION>
                                                    EFFECTIVE PRICE
  EFFECTIVE   ------------------------------------------------------------------------------------------
    DATE       $11.22   $12.50   $14.00   $15.50  $17.00  $18.50  $20.00  $25.00  $30.00  $35.00  $40.00
  ---------   -------  -------  -------  -------  ------  ------  ------  ------  ------  ------  ------
<S>           <C>      <C>      <C>      <C>      <C>     <C>     <C>     <C>     <C>     <C>     <C>
MAY 25, 2006  20.5677  16.6387  13.2168  10.6959  8.8062  7.3665  6.2563  4.0269  3.0022  2.5173  0.0000
MAY 15, 2007  20.5677  16.6772  12.9928  10.3023  8.3052  6.8009  5.6554  3.4201  2.4602  2.0514  0.0000
MAY 15, 2008  20.5677  16.5738  12.5778   9.6963  7.5875  6.0250  4.8570  2.6771  1.8390  1.5357  0.0000
MAY 15, 2009  20.5677  16.1340  11.7595   8.6685  6.4603  4.8700  3.7198  1.7411  1.1402  0.9687  0.0000
MAY 15, 2010  20.5677  14.8850   9.9807   6.6640  4.4257  2.9246  1.9277  0.5660  0.3959  0.3394  0.0000
MAY 15, 2011  20.5677  11.4411   2.8697   0.0000  0.0000  0.0000  0.0000  0.0000  0.0000  0.0000  0.0000
</TABLE>

          The Stock Prices set forth in the first row of the table above (i.e.,
the column headers) will be adjusted as of any date on which the Conversion Rate
of the Securities is adjusted. The adjusted Stock Prices will equal the Stock
Prices applicable immediately prior to such adjustment multiplied by a fraction,
the numerator of which is the Conversion Rate immediately prior to the
adjustment giving rise to the Stock Price adjustment and the denominator of
which is the Conversion Rate as so adjusted. The number of additional shares set
forth in the table above will be adjusted in the same manner as the Conversion
Rate as set forth in Section 12.05 hereof, other than as a result of an
adjustment of the Conversion Rate by adding the Make Whole Premium as described
above.

          For purposes of giving effect to the Make Whole Premium, the
Conversion Price of the Notes following payment of the Make Whole Premium shall
be equal to the product of (a) the Conversion Price immediately prior to payment
of the Make Whole Premium and (b) the fraction obtained by dividing (i) the
Conversion Rate immediately prior to payment of the Make Whole Premium by (ii)
the Conversion Rate immediately after payment of the Make Whole Premium.

          Notwithstanding the foregoing paragraphs, in no event will the total
number of shares of Common Stock issuable upon conversion of a Note exceed
89.1265 per $1,000 principal amount of Notes, subject to proportional adjustment
in the same manner as the Conversion Price as set forth in clauses (a) through
(d) of Section 12.05 hereof.

          By delivering the amount of cash and/or the number of shares of Common
Stock issuable on conversion to the Trustee, the Company will be deemed to have
satisfied its obligation to pay the principal amount of the Notes so converted
and its obligation to pay accrued and unpaid interest attributable to the period
from the most recent Interest Payment Date through the date of conversion (which
amount will be deemed paid in full rather than cancelled, extinguished or
forfeited).


                                       51

<PAGE>

          IN WITNESS WHEREOF, the parties have caused this Indenture to be duly
executed and attested, all as of the date first above written, signifying their
agreements contained in this Indenture.

                                        AMKOR TECHNOLOGY, INC.


                                        By: /s/ Kenneth T. Joyce
                                            ------------------------------------
                                        Name: Kenneth T. Joyce
                                        Title: Executive Vice President and
                                               Chief Financial Officer


                                        U.S. BANK NATIONAL ASSOCIATION


                                        By: /s/ Susan Freedman
                                            ------------------------------------
                                        Name: Susan Freedman
                                        Title: Vice President

<PAGE>

                            EXHIBIT A - FORM OF NOTE

No. 001                                                        CUSIP: __________
$[__________]                                                   ISIN: __________

              2.50% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2011
                             AMKOR TECHNOLOGY, INC.

promises to pay to __________. or registered assigns, the principal sum of
[__________] Dollars ($[__________]) on May 15, 2011.

Interest Payment Dates: May 15 and November 15, commencing November 15, 2006.

Regular Record Dates: May 1 and November 1

Dated:__________


                                       A-1

<PAGE>

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

                                        AMKOR TECHNOLOGY, INC.


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

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

U.S. BANK NATIONAL ASSOCIATION,
as Trustee


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


                                       A-2

<PAGE>

                             AMKOR TECHNOLOGY, INC.

               2.50% CONVERTIBLE SENIOR SUBORDINATED NOTE DUE 2011

          THIS CONVERTIBLE SENIOR SUBORDINATED NOTE IS A GLOBAL SECURITY WITHIN
THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
NAME OF THE DEPOSITORY OR A NOMINEE OF THE DEPOSITORY, WHICH MAY BE TREATED BY
THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS
CONVERTIBLE SENIOR SUBORDINATED NOTE FOR ALL PURPOSES.

          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY THE AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OR DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

          UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED
CONVERTIBLE SENIOR SUBORDINATED NOTES IN DEFINITIVE REGISTERED FORM IN THE
LIMITED CIRCUMSTANCES REFERRED TO IN THE INDENTURE, THIS GLOBAL SECURITY MAY NOT
BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OR SUCH SUCCESSOR DEPOSITARY.

          1. INTEREST. Amkor Technology, Inc., a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Note at the
rate per annum shown above. The Company will pay interest semi-annually in
arrears on May 15 and November 15 of each year, beginning November 15, 2006.
Interest on the Notes will accrue from the most recent Interest Payment Date to
which interest has been paid or, if no interest has been paid, from May 26,
2006. Interest, if any, will be computed on the basis of a 360-day year composed
of twelve 30-day months.

          2. METHOD OF PAYMENT. The Company will pay interest on the Notes
(except defaulted interest) to the Person in whose name each Note is registered
at the close of business on the May 1 or November 1 immediately preceding the
relevant Interest Payment Date (each a "Regular Record Date") (other than with
respect to a Note or portion thereof repurchased in connection with a Designated
Event on a repurchase date, during the period from the close of business on a
Regular Record Date to (but excluding) the next succeeding Interest Payment
Date, in which case accrued interest shall be payable (unless such Note or
portion thereof is converted) to the holder of the Note or portion thereof
repurchased in accordance with the applicable repurchase provisions of the
Indenture). Holder must surrender Notes to a Paying Agent to collect principal
payments. The Company will pay the principal of, premium, if any, and interest
on the Notes at the office or agency of the Company maintained for such


                                       A-3

<PAGE>

purpose, in money of the United States that at the time of payment is legal
tender for payment of public and private debts. Until otherwise designated by
the Company, the Company's office or agency maintained for such purpose will be
the principal Corporate Trust Office of the Trustee (as defined below). However,
the Company may pay principal, premium, if any, and interest by check payable in
such money, and may mail such check to the holders of the Notes at their
respective addresses as set forth in the Register of holders of Notes.

          3. PAYING AGENT AND REGISTRAR. U.S. Bank National Association
(together with any successor Trustee under the Indenture referred to below, the
"Trustee"), will act as Paying Agent and Registrar. The Company may change the
Paying Agent, Registrar or co-registrar without prior notice. Subject to certain
limitations in the Indenture, the Company or any of its subsidiaries may act in
any such capacity.

          4. INDENTURE. The Company issued the Notes under an Indenture dated as
of May 26, 2006 (the "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 (15 U.S. Code Sections
77aaa-77bbbb) (the "TIA") as in effect on the Issue Date. The Notes are subject
to, and qualified by, all such terms, certain of which are summarized hereon,
and holders are referred to the Indenture and the TIA for a statement of such
terms. 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. Capitalized terms not defined below have the same
meaning as is given to them in the Indenture. The Company will furnish to any
holder upon written request and without charge a copy of the Indenture. Requests
may be made to: Chief Financial Officer, Amkor Technology, Inc., 1900 Price
Road, Chandler, Arizona 85248.

          5. DESIGNATED EVENT. Upon a Designated Event, the Company shall make a
Designated Event Offer to repurchase all outstanding Notes at a price equal to
100% of the aggregate principal amount of the Notes, plus accrued and unpaid
interest to, but excluding, the date of repurchase, such offer to be made as
provided in the Indenture. To accept the Designated Event Offer, the holder
hereof must comply with the terms thereof, including surrendering this Note,
with the "Option of Holder to Elect Repurchase" portion hereof completed, to the
Company, a depositary, if appointed by the Company, or a Paying Agent, at the
address specified in the notice of the Designated Event Offer mailed to holders
as provided in the Indenture, prior to termination of the Designated Event
Offer.

          If there shall occur a Designated Event that constitutes a Change of
Control, the Company shall pay a "Make Whole Premium" in certain circumstances
as described in the Indenture.

          6. SUBORDINATION. The Company's payment of the principal of, premium,
if any, and interest on the Notes is subordinated to the prior payment in full
of the Company's Senior Debt as set forth in the Indenture. Each holder of Notes
by his or her acceptance hereof covenants and agrees that all payments of the
principal of, premium, if any, and interest on the Notes by the Company shall be
subordinated in accordance with the provisions of Article XI of the Indenture,
and each holder of Notes accepts and agrees to be bound by such provisions. The
Company agrees, and each holder of Notes by accepting a Note agrees, that the
indebtedness evidenced by the Note is equal in right of payment to the Existing
Pari Passu Indebtedness.

          7. 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. As a condition of transfer, 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


                                       A-4

<PAGE>

required by law or permitted by the Indenture. The Company or the Registrar need
not exchange or register the transfer of any Note or portion of a Notes
submitted for repurchase.

          8. PERSONS DEEMED OWNERS. The registered holder of a Note may be
treated as its owner for all purposes.

          9. AMENDMENTS AND WAIVERS. Subject to certain exceptions, the Company
and the Trustee may amend the Indenture or the Notes with the written consent of
the holders of at least a majority in principal amount of the then outstanding
Notes (including consents obtained in connection with tender offer or exchange
offer for Notes) and any existing default may be waived with the consent of the
holders of a majority in principal amount of the then outstanding Notes.

          The Company and the Trustee may amend the Indenture or the Notes
without notice to or the consent of any holder of a Note for the purposes of:
(i) curing any ambiguity or correcting or supplementing any defective or
inconsistent provision contained in the Indenture or making any other changes in
the provisions of the Indenture which the Company and the Trustee may deem
necessary or desirable provided such amendment does not materially and adversely
affect the legal rights under the Indenture of the holders of Notes; (ii)
providing for uncertificated Notes in addition to or in place of certificated
Notes; (iii) evidencing the succession of another Person to the Company and
providing for the assumption by such successor of the covenants and obligations
of the Company thereunder and in the Notes as permitted by Section 5.01 of the
Indenture; (iv) providing for conversion rights and/or repurchase rights of
holders of Notes in the event of consolidation, merger or sale of all or
substantially all of the assets of the Company as required to comply with
Sections 5.01 and/or 12.06 of the Indenture; (v) increasing the Conversion Rate;
(vi) making any changes that would provide the holders of the Notes with any
additional rights or benefits or that does not adversely affect the legal rights
under the Indenture of any such holder; or (vii) complying with the requirements
of the Commission in order to effect or maintain the qualification of the
Indenture under the TIA.

          Without the consent of each holder of a Note affected, an amendment or
waiver under this Section may not (with respect to any Notes held by a
non-consenting holder): (i) reduce the principal amount of Notes whose holders
must consent to an amendment, supplement or waiver; (ii) reduce the principal
of, or change the fixed maturity of any Note; (iii) reduce the rate of, or
change the time for payment of, interest, including defaulted interest, if any,
on any Note; (iv) waive a Default or Event of Default in the payment of
principal of or premium, if any, or interest on the Notes (except a rescission
of acceleration of the Notes by the holders of at least a majority in aggregate
principal amount of the Notes then outstanding and a waiver of the payment
default that resulted from such acceleration); (v) make the principal of, or
premium, if any, or interest on any Note payable in money other than as provided
for in the Indenture and in the Notes; (vi) make any change in the provisions of
the Indenture relating to waivers of past Defaults or Events of Default or the
rights of holders of Notes to receive payments of principal of, premium, if any,
or interest or the Notes; (vii) except as permitted by the Indenture (including
Section 9.01(a) thereof), reduce the Conversion Rate or modify the provisions
contained in the Indenture relating to conversion of the Notes in a manner
adverse to the holders thereof; or (viii) make any change to the abilities of
holders of Notes to enforce their rights under the Indenture or the provisions
of clauses (i) through (vii) above.

          In addition, any amendment to the provisions of Article XI of the
Indenture (that relate to subordination) will require the consent of the holders
of at least 75% in aggregate principal amount of the Notes then outstanding if
such amendment would adversely affect the rights of holders of Notes.

          10. DEFAULTS AND REMEDIES. An "Event of Default" with respect to any
Notes occurs if: (i) the Company defaults in the payment (whether or not such
payment is prohibited by


                                       A-5

<PAGE>

the subordination provisions set forth in Article XI of the Indenture) of
principal of, or premium, if any, on the Notes when due at maturity, upon
repurchase, upon acceleration or otherwise; or (ii) the Company defaults in the
payment (whether or not such payment is prohibited by the subordination
provisions set forth in Article XI of the Indenture) of any installment of
interest on the Notes when due, including any interest payable in connection
with a repurchase pursuant to Section 4.06 of the Indenture and continuance of
such default for 30 days or more; or (iii) the Company defaults (other than a
default set forth in clauses (i) and (ii) above and clauses (iv) and (v) below)
in the performance of, or breaches, any other covenant or warranty of the
Company set forth in the Indenture or the Notes and fails to remedy such default
or breach within a period of 60 days after the receipt of written notice from
the Trustee or the holders of at least 25% in aggregate principal amount of the
then outstanding Notes; or (iv) the Company defaults in the payment of the
Designated Event Payment in respect of the Notes on the Designated Event Payment
Date, whether or not such payment is prohibited by the subordination provisions
set forth in Article XI of the Indenture; or (v) the Company fails to provide
timely notice of any Designated Event in accordance with Section 4.06 of the
Indenture; or (vi) failure of the Company or failure of any Material Subsidiary
to make any payment at maturity, including any applicable grace period, in
respect of indebtedness for borrowed money of, or guaranteed or assumed by, the
Company or any Material Subsidiary, which payment is in an amount in excess of
$20,000,000, and continuance of such failure for 30 days after notice thereof
from the Trustee or the holders of at least 25% in aggregate principal amount of
the then outstanding Notes; or (vii) default by the Company or default by any
Material Subsidiary with respect to any indebtedness referred to in clause (vi)
above, which default results in the acceleration of any such indebtedness of an
amount in excess of $20,000,000 without such indebtedness having been paid or
discharged or such acceleration having been cured, waived, rescinded or annulled
for 30 days after notice thereof from the Trustee or the holders of at least 25%
in aggregate principal amount of the then outstanding Notes; or (viii) certain
events involving bankruptcy, insolvency or reorganization of the Company or any
Material Subsidiary. If an 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 the unpaid principal of, premium, if any, and
accrued and unpaid interest, on all Notes then outstanding to be due and payable
immediately, except that in the case of an Event of Default arising from certain
events of bankruptcy, insolvency, or reorganization with respect to the Company
all outstanding Notes become due and payable without further action or notice.
Holders of Notes may not enforce the Indenture or the Notes except as provided
in the Indenture. The Trustee may require an indemnity satisfactory to it before
it enforces the Indenture or the Notes. 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 notice of any continuing default (except a default in payment of
principal, premium, if any, or interest, if applicable) if it determines that
withholding notice is in their interests. The Company must furnish annual
compliance certificates to the Trustee.

          11. TRUSTEE DEALINGS WITH THE COMPANY. The Trustee or any of its
Affiliates, in their individual or any other capacities, may make or continue
loans to or guaranteed by, 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 Trustee.

          12. NO RECOURSE AGAINST OTHERS. No director, officer, employee or
stockholder, as such, of the Company shall 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 Notes.

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


                                       A-6

<PAGE>

          14. ABBREVIATIONS. Customary abbreviations may be used in the name of
a holder or an assignee, such as: TEN CO = 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.

          15. CONVERSION. Subject to and upon compliance with the provisions of
the Indenture, the registered holder of this Note has the right at any time on
or before the close of business on the last trading day prior to the Maturity
Date (or in case this Note or any portion hereof is subject to a duly completed
election for repurchase, on or before the close of business on the Designated
Event Offer Termination Date (unless the Company defaults in payment due upon
repurchase)) to convert each $1,000 principal amount of notes into 66.5589
shares of common stock of the Company ("Common Stock"), as adjusted from time to
time as provided in the Indenture, including with respect to the Make Whole
Premium (the "Conversion Rate"), upon surrender of this Note to the Company at
the office or agency maintained for such purpose (and at such other offices or
agencies designated for such purpose by the Company), accompanied by written
notice of conversion duly executed (and if the shares of Common Stock to be
issued on conversion are to be issued in any name other than that of the
registered holder of this Note by instruments of transfer, in form satisfactory
to the Company, duly executed by the registered holder or its duly authorized
attorney) and, in case such surrender shall be made during the period from the
close of business on the Regular Record Date immediately preceding any Interest
Payment Date through the close of business on the last trading day immediately
preceding such Interest Payment Date, also accompanied by payment, in funds
acceptable to the Company, of an amount equal to the interest, otherwise payable
on such Interest Payment Date on the principal amount of this Note then being
converted, provided, however, that no such payment need be made if the Notes are
surrendered for conversion on or after the final Regular Record Date. Subject to
the aforesaid requirement for a payment in the event of conversion after the
close of business on a Regular Record Date immediately preceding an Interest
Payment Date, no adjustment shall be made on conversion for interest accrued
hereon or for dividends on Common Stock delivered on conversion. The right to
convert this Note is subject to the provisions of the Indenture relating to
conversion rights in the case of certain consolidations, mergers, or sales or
transfers of substantially all the Company's assets.

          The Company shall not issue fractional shares or scrip representing
fractions of shares of Common Stock upon any such conversion, but shall make an
adjustment therefore in cash based upon the current market price of the Common
Stock on the last trading day prior to the date of conversion.

          16. DESIGNATED SENIOR DEBT. This Note shall be "Designated Senior
Debt" for purposes of the indentures governing the Company's 5.75% convertible
subordinated notes due 2006, 5.00% convertible subordinated notes due 2007 and
6.25% convertible subordinated notes due 2013.

          GOVERNING LAW. 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


                                       A-7

<PAGE>

              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

          The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Definitive Note, or exchanges of a part of
another Global Note or Definitive Note for an interest in this Global Note, have
been made:

<TABLE>
<CAPTION>
                     AMOUNT OF DECREASE IN      AMOUNT OF INCREASE IN     PRINCIPAL AMOUNT OF THIS   SIGNATURE OF AUTHORIZED
                   PRINCIPAL AMOUNT OF THIS   PRINCIPAL AMOUNT OF THIS     GLOBAL NOTE FOLLOWING     SIGNATORY OF TRUSTEE OR
DATE OF TRANSFER          GLOBAL NOTE                GLOBAL NOTE         SUCH INCREASE OR DECREASE          REGISTRAR
----------------   ------------------------   ------------------------   -------------------------   -----------------------
<S>                <C>                        <C>                        <C>                         <C>

</TABLE>


                                       A-8

<PAGE>

              FORM OF CONVERSION NOTICE TO: AMKOR TECHNOLOGY, INC.

          The undersigned registered owner of the Note hereby irrevocably
exercises the option to convert this Note, or portion hereof (which is $1,000 or
an integral multiple thereof) below designated, into shares of Common Stock of
Amkor Technology, Inc. in accordance with the terms of the Indenture referred to
in this Note, and directs that the shares issuable and deliverable upon the
conversion, together with any check in payment for fractional shares and Notes
representing any unconverted principal amount hereof, be issued and delivered to
the registered holder hereof unless a different name has been indicated below.
If shares or any portion of this Note not converted are to be issued in the name
of a Person other than the undersigned, the undersigned will pay all transfer
taxes payable with respect thereto. Any amount required to be paid by the
undersigned on account of interest and taxes accompanies this Note.

Dated: ______________________________

Fill in for registration of shares if to be delivered, and Notes if to be
issued, other than to and in the name of the registered holder

(Please Print):

_____________________________________
                (Name)

_____________________________________
           (Street Address)

_____________________________________
      (City, State and Zip Code)


Signature Guarantee: _______________

_____________________________________

_____________________________________


_____________________________________
Signature (s)

Principal amount to be converted (if
less than all):

             $______,000

_____________________________________
Social Security or other Taxpayer
Identification Number

[Signatures must be guaranteed by an eligible Guarantor Institution (banks,
brokers, dealers, savings and loan associations and credit unions) with
membership in an approved signature guarantee medallion program pursuant to
Securities and Exchange Commission Rule 17Ad-15 if shares are to be issued, or
Notes are to be delivered, other than to and in the name of the registered
holder(s).]s


                                       A-9

<PAGE>

                                 ASSIGNMENT FORM

                  To assign this Note, fill in the form below:
                  (I) or (we) assign and transfer this Note to

      ____________________________________________________________________
               (Insert assignee's social security or tax I.D. no.)

      ____________________________________________________________________

      ____________________________________________________________________

      ____________________________________________________________________
              (Print or type assignee's name, address and zip code)

and irrevocably appoint agent to transfer this Note on the books of the Company.
The agent may substitute another to act for him.


Your Signature: _______________________________________________________
                (Sign exactly as your name appears on the other side of
                this Note)

Date: _______________________________


Medallion Signature Guarantee: __________________________

                      OPTION OF HOLDER TO ELECT REPURCHASE

          If you wish to have this Note repurchased by the Company pursuant to
Section 4.06 of the Indenture, as the case may be, check the Box:

          If you wish to have a portion of this Note purchased by the Company
pursuant to Section 4.06 of the Indenture, state the amount (in multiples of
$1,000): $_____________.


Your Signature: _______________________________________________________
                (Sign exactly as your name appears on the other side of
                this Note)

Date: _______________________________


Medallion Signature Guarantee: __________________________


                                      A-10