<PAGE>
                                                                     EXHIBIT 4.3

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





                             AMKOR TECHNOLOGY, INC.

                                       AND

                      STATE STREET BANK AND TRUST COMPANY,

                                   AS TRUSTEE

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

                                    INDENTURE

                          Dated as of ___________, 200_

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





                          SUBORDINATED DEBT SECURITIES








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

<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                               PAGE
                                                                                               ----
<S>                   <C>                                                                      <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.....................     8
       Section 1.04.  Rules of Construction.................................................     9

ARTICLE II THE SECURITIES...................................................................     9

       SECTION 2.01.  Forms Generally.......................................................     9
       SECTION 2.02.  Amount Unlimited; Issuable in Series..................................    10
       SECTION 2.03.  Execution and Authentication..........................................    13
       SECTION 2.04.  The Trustee Registrar, Paying Agent and Conversion Agent..............    14
       SECTION 2.05.  Paying Agent To Hold Money in Trust...................................    14
       SECTION 2.06.  Holder Lists..........................................................    15
       SECTION 2.07.  Transfer and Exchange.................................................    15
       SECTION 2.08.  Replacement Securities................................................    16
       SECTION 2.09.  Outstanding Securities................................................    17
       SECTION 2.10.  When Treasury Securities Disregarded..................................    18
       SECTION 2.11.  Temporary Securities..................................................    18
       SECTION 2.12.  Cancellation..........................................................    19
       SECTION 2.13.  Defaulted Interest....................................................    19
       SECTION 2.14.  CUSIP Number..........................................................    19

ARTICLE III REDEMPTION......................................................................    19

       SECTION 3.01.  Applicability of Article..............................................    19
       SECTION 3.02.  Notices to Trustee....................................................    20
       SECTION 3.03.  Selection of Securities To Be Redeemed................................    20
       SECTION 3.04.  Notice of Redemption..................................................    20
       SECTION 3.05.  Deposit of Redemption Price...........................................    22
       SECTION 3.06.  Securities Redeemed in Part...........................................    22
       SECTION 3.07.  Conversion Arrangement on Call for Redemption.........................    22

ARTICLE IV COVENANTS........................................................................    23

       SECTION 4.01.  Payment of Securities.................................................    23
       SECTION 4.02.  Compliance Certificate................................................    23
       SECTION 4.03.  Maintenance of Office or Agency.......................................    23
       SECTION 4.04.  Money for Securities Payments to be Held in Trust.....................    24
       SECTION 4.05.  Continued Existence...................................................    25
       SECTION 4.06.  Appointments to Fill Vacancies in Trustee's Office....................    25
       SECTION 4.07.  Stay, Extension and Usury Laws........................................    25
</TABLE>

                                      -i-
<PAGE>
                               TABLE OF CONTENTS
                                  (Continued)
<TABLE>
<CAPTION>
                                                                                               PAGE
                                                                                               ----
<S>                   <C>                                                                      <C>
       SECTION 4.08.  Taxes.................................................................    25
       SECTION 4.09.  Reports by Company....................................................    25
       SECTION 4.10.  Waiver of Certain Covenants...........................................    25

ARTICLE V SUCCESSORS........................................................................    26

       SECTION 5.01.  When the Company May Merge, Etc.......................................    26
       SECTION 5.02.  Successor Corporation Substituted.....................................    27

ARTICLE VI DEFAULTS AND REMEDIES............................................................    27

       SECTION 6.01.  Events of Default.....................................................    27
       SECTION 6.02.  Acceleration..........................................................    29
       SECTION 6.03.  Other Remedies........................................................    29
       SECTION 6.04.  Waiver of Past Defaults...............................................    29
       SECTION 6.05.  Control by Majority...................................................    30
       SECTION 6.06.  Limitation on Suits...................................................    30
       SECTION 6.07.  Rights of Holders To Receive Payment..................................    30
       SECTION 6.08.  Collection Suit by Trustee............................................    31
       SECTION 6.09.  Trustee May File Proofs of Claim......................................    31
       SECTION 6.10.  Priorities............................................................    31
       SECTION 6.11.  Undertaking for Costs.................................................    31

ARTICLE VII THE TRUSTEE.....................................................................    32

       SECTION 7.01.  Duties of the Trustee.................................................    32
       SECTION 7.02.  Rights of the Trustee.................................................    33
       SECTION 7.03.  Individual Rights of the Trustee......................................    34
       SECTION 7.04.  Trustee's Disclaimer..................................................    34
       SECTION 7.05.  Notice of Defaults....................................................    34
       SECTION 7.06.  Reports by the Trustee to Holders.....................................    35
       SECTION 7.07.  Compensation and Indemnity............................................    35
       SECTION 7.08.  Replacement of the Trustee............................................    36
       SECTION 7.09.  Successor Trustee by Merger, etc......................................    37
       SECTION 7.10.  Eligibility, Disqualification.........................................    37
       SECTION 7.11.  Preferential Collection of Claims Against Company.....................    37

ARTICLE VIII SATISFACTION AND DISCHARGE OF INDENTURE........................................    37

       SECTION 8.01.  Discharge of Indenture................................................    37
       SECTION 8.02.  Deposited Monies to be Held in Trust by Trustee.......................    38
       SECTION 8.03.  Paying Agent to Repay Monies Held.....................................    38
       SECTION 8.04.  Return of Unclaimed Monies............................................    38
       SECTION 8.05.  Reinstatement.........................................................    39

ARTICLE IX AMENDMENTS AND SUPPLEMENTAL INDENTURES...........................................    39
</TABLE>

                                      -ii-
<PAGE>

<TABLE>
<CAPTION>
                                                                                               PAGE
                                                                                               ----
<S>                   <C>                                                                      <C>
       SECTION 9.01.  Without the Consent of Holders........................................    39
       SECTION 9.02.  With the Consent of Holders...........................................    40
       SECTION 9.03.  Compliance with the Trust Indenture Act...............................    41
       SECTION 9.04.  Revocation and Effect of Consents.....................................    41
       SECTION 9.05.  Notation on or Exchange of Securities.................................    42
       SECTION 9.06.  Effect of Supplemental Indentures.....................................    42
       SECTION 9.07.  Trustee Protected.....................................................    42
       SECTION 9.08.  Subordination Unimpaired..............................................    43

ARTICLE X GENERAL PROVISIONS................................................................    43

       SECTION 10.01. Trust Indenture Act Controls..........................................    43
       SECTION 10.02. Notices...............................................................    43
       SECTION 10.03. Communication by Holders With Other Holders...........................    44
       SECTION 10.04. Certificate and Opinion as to Conditions Precedent....................    44
       SECTION 10.05. Statements Required in Certificate or Opinion.........................    44
       SECTION 10.06. Rules by Trustee and Agents...........................................    45
       SECTION 10.07. Legal Holidays........................................................    45
       SECTION 10.08. No Recourse Against Others............................................    45
       SECTION 10.09. Counterparts..........................................................    45
       SECTION 10.10. Other Provisions......................................................    45
       SECTION 10.11. Governing Law.........................................................    46
       SECTION 10.12. No Adverse Interpretation of Other Agreements.........................    46
       SECTION 10.13. Successors............................................................    46
       SECTION 10.14. Severability..........................................................    46
       SECTION 10.15. Table of Contents, Headings, Etc......................................    46

ARTICLE XI SUBORDINATION....................................................................    46

       SECTION 11.01. Agreement to Subordinate..............................................    46
       SECTION 11.02. Liquidation; Dissolution; Bankruptcy..................................    47
       SECTION 11.03. Default on Senior Debt and/or Designated Senior Debt..................    47
       SECTION 11.04. Acceleration of Securities............................................    48
       SECTION 11.05. When Distribution Must Be Paid Over...................................    48
       SECTION 11.06. Notice by Company.....................................................    49
       SECTION 11.07. Subrogation...........................................................    49
       SECTION 11.08. Relative Rights.......................................................    49
       SECTION 11.09. Subordination May Not Be Impaired by Company..........................    49
       SECTION 11.10. Distribution or Notice to Representative..............................    49
       SECTION 11.11. Rights of Trustee and Paying Agent....................................    50
       SECTION 11.12. Authorization to Effect Subordination.................................    50
       SECTION 11.13. Article Applicable to Paying Agents...................................    50
       SECTION 11.14. Senior Debt Entitled to Rely..........................................    50
</TABLE>

                                      -iii-
<PAGE>

<TABLE>
<CAPTION>
                                                                                               PAGE
                                                                                               ----
<S>                   <C>                                                                      <C>
        SECTION 11.15. Permitted Payments....................................................    51
        [SECTION 11.16. Certain Conversions Deemed Payment...................................    51

ARTICLE XII CONVERSION OF SECURITIES.........................................................    51

        SECTION 12.01. Applicability of Article..............................................    51
        SECTION 12.02. Exercise of Conversion Privilege......................................    51
        SECTION 12.03. Cash Payments in Lieu of Fractional Shares............................    52
        SECTION 12.04. Taxes on Shares Issued................................................    53
        SECTION 12.05. Adjustment of Conversion Price........................................    53
        SECTION 12.06. Effect of Reclassification, Consolidation, Merger or Sale.............    61
        SECTION 12.07. Reservation of Shares; Shares to Be Fully Paid; Listing of Common
                       Stock ................................................................    62
        SECTION 12.08. Responsibility of Trustee.............................................    63
        SECTION 12.09. Notice to Holders Prior to Certain Actions............................    63

ARTICLE XIII SINKING FUNDS...................................................................    64

        SECTION 13.01. Applicability of Article..............................................    64
        SECTION 13.02. Satisfaction of Sinking Fund Payments with Securities.................    64
        SECTION 13.03. Redemption of Securities for Sinking Fund.............................    65

ARTICLE XIV DEFEASANCE OF COVENANT DEFEASANCE................................................    65

        SECTION 14.01. Company's Option to Effect Defeasance or Covenant Defeasance..........    65
        SECTION 14.02. Defeasance and Discharge..............................................    65
        SECTION 14.03. Covenant Defeasance...................................................    66
        SECTION 14.04. Conditions to Defeasance or Covenant Defeasance.......................    66
        SECTION 14.05. Deposited Money, U.S. Government Obligations and Foreign Government
                       Obligations to be Held in Trust; Miscellaneous Provisions.............    69
        SECTION 14.06. Reinstatement.........................................................    69
</TABLE>

                                      -iv-
<PAGE>

                             Amkor Technology, Inc.

        Certain Sections of this Indenture relating to Sections 3.10 through
3.18, inclusive, of the Trust Indenture Act of 1939:

<TABLE>
<S>                <C>                                                             <C>
Section 3.10       (a)(1)........................................................        7.03, 7.10
                   (a)(2)........................................................        7.03, 7.10
                   (a)(3)........................................................    Not Applicable
                   (a)(4)........................................................    Not Applicable
                   (b)...........................................................  7.03, 7.06, 7.10
Section 3.11       (a)...........................................................           7.11
                   (b)...........................................................           7.11
Section 3.12       (a)...........................................................           2.06
                   (b)...........................................................          10.03
                   (c)...........................................................          10.03
Section 3.13       (a)...........................................................           7.06
                   (b)(2)........................................................           7.06
                   (c)...........................................................           7.06
                   (d)...........................................................           7.06
Section 3.14       (a)...........................................................           4.09
                   (a)(4)........................................................        1.01, 4.02
                   (b)...........................................................    Not Applicable
                                                                                    1.01, 10.04(1),
                   (c)(1)........................................................          10.05
                                                                                     1.01, 10.04(2)
                   (c)(2)........................................................          10.05
                   (c)(3)........................................................    Not Applicable
                   (d)...........................................................    Not Applicable
                   (e)...........................................................          10.05
Section 3.15       (a)...........................................................           7.01(b)
                   (b)...........................................................           7.05
                   (c)...........................................................           7.01(a)
                   (d)...........................................................           7.01(c)
                   (e)...........................................................           6.11
Section 3.16       (a)...........................................................        6.04, 6.05
                   (a)(1)(A).....................................................           6.05
                   (a)(1)(B).....................................................           6.04
                   (a)(2)........................................................    Not Applicable
                   (a)(2)........................................................    Not Applicable
                   (b)...........................................................           6.07
                   (c)...........................................................        1.01, 2.02
Section 3.17       (a)(1)........................................................           6.08
</TABLE>


                                      -v-
<PAGE>

<TABLE>
<S>                <C>                                                             <C>
                   (a)(2)........................................................           6.09

                   (b)...........................................................           2.05
Section 3.18       (a)...........................................................          10.01
                   (b)...........................................................          10.01
</TABLE>

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














                                      -vi-
<PAGE>

        THIS INDENTURE, dated as of _________, 200_, is between Amkor
Technology, Inc., a Delaware corporation (the "Company"), and State Street Bank
and Trust Company, a trust company duly organized and existing under laws of the
Commonwealth of Massachusetts (the "Trustee").

                             RECITALS OF THE COMPANY

        The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (herein called the
"Securities"), to be issued in one or more series as provided in this Indenture.

        All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

        For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities or of series
thereof appertaining, as follows:

                                    ARTICLE I

                                   DEFINITIONS

        Section 1.01. Definitions.

        "Affiliate" means, when used with reference to any Person, any other
Person directly or indirectly controlling, controlled by, or under direct or
indirect common control of, the referent Person. For the purposes of this
definition, "control" when used with respect to any specified Person means the
power to direct or cause the direction of management or policies of the referent
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise. The terms "controlling" and "controlled"
have meanings correlative of the foregoing.

        "Agent" means any Registrar, Paying 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 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.

        "Commission" means the 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 Securities 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.

        "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 2 Avenue de Lafayette, 6th Floor, Boston, MA 02111.

        "Covenant Defeasance" has the meaning specified in Section 14.03.

        "Credit Agreement" means the Amended and Restated Credit Agreement dated
as of March 30, 2001 (as amended, supplemented or otherwise modified from time
to time, this "Agreement") among the Company, the banks, financial institutions
and other institutional lenders listed on the signature pages thereof as the
Lenders, the banks listed on the signature pages thereof as the Issuing Banks,
Salomon Smith Barney Inc. ("SSBI"), as sole book manager, Citicorp USA, Inc., as
administrative agent for the lender parties and as collateral agent, Deutsche
Banc Alex. Brown Inc. ("DBAB"), as syndication agent, and SSBI and DBAB, as
arrangers, as such agreement may be 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.


                                      -2-
<PAGE>

        "Defeasance" has the meaning specified in Section 14.02.

        "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 Senior Debt" means (i) any Senior Debt outstanding under the
Credit Agreement, (ii) Senior Debt outstanding under the Company's 9.25% Senior
Notes due May 1, 2006, the 9.25% Senior Notes due February 15, 2008 and its
10.50% Senior Subordinated Notes due May 1, 2009, as such notes or the related
indentures may be amended, restated, supplemented, modified, renewed, refunded,
replaced or refinanced, in whole or in part, from time to time, and (iii) any
particular Senior Debt if the instrument creating or evidencing the same or the
assumption or guarantee thereof (or related agreements or documents to which the
Company is a party) expressly provides that such Indebtedness shall be
"Designated Senior Debt" for purposes of the Indenture (provided that such
instrument, agreement or other document may place limitations and conditions on
the right of such Senior Debt to exercise the rights of Designated Senior Debt).

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

        "euro" or "euros" means the currency adopted by those nations
participating in the third stage of the economic and monetary union provisions
of the Treaty on European Union, signed at Maastricht on February 7, 1992.

        "European Economic Area" means the member nations of the European
Economic Area pursuant to the Oporto Agreement on the European Economic Area
dated May 2, 1992, as amended.

        "European Union" means the member nations of the European Union
established by the Treaty of European Union, signed at Maastricht on February 2,
1992, which amended the Treaty of Rome establishing the European Community.

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

        "Existing Convertible Subordinated Notes" means all of the Company's
outstanding indebtedness under its 5 3/4% Convertible Subordinated Notes due
2006 and its 5% Convertible Subordinated Notes due 2007.

        "Foreign Government Obligation" means with respect to Securities of any
series which are not denominated in the currency of the United States of America
(x) any security which is (i) a direct obligation of the government which issued
or caused to be issued the currency for the payment of which obligations its
full faith and credit is pledged or, with respect to Securities of any series
which are denominated in euros, a direct obligation of any member nation of the
European Union for the payment of which obligation the full faith and credit of
the respective nation is pledged so long as such nation has a credit rating at
least equal to that of the highest rated member nation of the


                                      -3-
<PAGE>

European Economic Area, or (ii) an obligation of a Person controlled or
supervised by and acting as an agency or instrumentality of a government
specified in Clause (i) above the payment of which is unconditionally guaranteed
as a full faith and credit obligation by the such government, which, in either
case (i) or (ii), is not callable or redeemable at the option of the issuer
thereof, and (y) any depositary receipt issued by a bank (as defined in Section
3(a)(2) of the Securities Act) as custodian with respect to any Foreign
Government Obligation which is specified in Clause (x) above and held by such
bank for the account of the holder of such depositary receipt, or with respect
to any specific payment of principal of or interest on any Foreign Government
Obligation which is so specified and held, provided that (except as required by
law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depositary receipt from any amount received by the
custodian in respect of the Foreign Government Obligation or the specific
payment of principal or interest evidenced by such depositary receipt.

        "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 Security that is registered in the Register.

        "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.

        "Indebtedness" means, with respect to any Person, all obligations,
whether or not contingent, of such Person (i) (a) for borrowed money (including,
but not limited to, any indebtedness secured by a security interest, mortgage or
other lien on the assets of that Person that is (1) given to secure all or part
of the purchase price of property subject thereto, whether given to the vendor
of such property or to another, or (2) existing on property at the time of
acquisition thereof), (b) evidenced by a note, debenture, bond or other written
instrument, (c) under a lease required to be capitalized on the balance sheet of
the lessee under GAAP or under any lease or related document (including a
purchase agreement) that provides that such Person is contractually obligated to
purchase or cause a third party to purchase and thereby guarantee a minimum
residual value of the lease property to the lessor and the obligations of the
Company under such lease or related document to purchase or to cause a third
party to purchase such leased property, (d) in respect of letters of credit,
bank guarantees or bankers' acceptances (including reimbursement obligations
with respect to any of the foregoing), (e) with respect to Indebtedness secured
by a mortgage, pledge, lien, encumbrance, charge or adverse claim affecting
title or resulting in an encumbrance to which the property or assets of such
Person are subject, whether or not the obligation secured thereby shall have
been assumed by or shall otherwise be such Person's legal liability, (f) in
respect of the balance of deferred and unpaid purchase price of any property or
assets, (g) under interest rate or currency swap agreements, cap, floor and
collar agreements, spot and forward contracts and similar agreements and
arrangements; (ii) with respect to any obligation of others of the type
described in the preceding clause (i) or under clause (iii) below assumed by or
guaranteed in any manner by such Person through an agreement to


                                      -4-
<PAGE>

purchase (including, without limitation, "take or pay" and similar
arrangements), contingent or otherwise (and the obligations of such Person under
any such assumptions, guarantees or other such arrangements); and (iii) any and
all deferrals, renewals, extensions, refinancings and refundings of, or
amendments, modifications or supplements to, any of the foregoing.

        "Indenture" means this instrument as originally executed and as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively. The term "Indenture" shall also include the terms of particular
series of Securities established as contemplated by Section 2.02; provided,
however, that if at any time more than one Person is acting as Trustee under
this Indenture due to the appointment of one or more separate Trustees for any
one or more separate series of Securities, "Indenture" shall mean, with respect
to such series of Securities for which any such Person is Trustee, this
instrument as originally executed or as it may from time to time be supplemented
or amended by one or more indentures supplemental hereto entered into pursuant
to the applicable provisions hereof and shall include the terms of particular
series of Securities for which such Person is Trustee established as
contemplated by Section 2.02, exclusive, however, of any provisions or terms
which relate solely to other series of Securities for which such Person is not
Trustee, regardless of when such terms or provisions were adopted, and exclusive
of any provisions or terms adopted by means of one or more indentures
supplemental hereto executed and delivered after such Person had become such
Trustee, but to which such person, as such Trustee, was not a party; provided,
further that in the event that this Indenture is supplemented or amended by one
or more indentures supplemental hereto which are only applicable to certain
series of Securities, the term "Indenture" for a particular series of Securities
shall only include the supplemental indentures applicable thereto.

        "interest," when used with respect to an Original Issue Discount
Security, which by its terms bears interest only after Maturity, means interest
payable after Maturity.

        "Interest Payment Date," when used with respect to any Security, means
the Stated Maturity of an installment of interest on such Security.

        "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," when used with respect to any Security, means the date on
which the principal of such Security or an installment of principal becomes due
and payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, repurchase at the option of the holder of such
Security or otherwise.

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


                                      -5-
<PAGE>

        "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.

        "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.

        "Original Issue Discount Security" means any Security that provides for
an amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 6.02.

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

        "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidence by such
particular Security, and, for the purposes of this definition, any Security
authenticated and delivered under Section 2.08 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

        "Redemption Date" when used with respect to any of the Securities to be
redeemed, means the date fixed by the Company for such redemption pursuant to
Article III of this Indenture and the Securities.

        "Redemption Price" when used with respect to any of the Securities to be
redeemed, means the price fixed for such redemption pursuant to Article III of
this Indenture and the Securities.

        "Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 2.02.

        "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.


                                      -6-
<PAGE>

        "Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.

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

        "Senior Debt" means the principal of, premium, if any, and interest on,
rent under, and any other amounts payable on or in respect of any Indebtedness
of the Company (including, without limitation, any Obligations in respect of
such Indebtedness and, in the case of Designated Senior Debt, any interest
accruing after the filing of a petition by or against the Company under any
bankruptcy law, whether or not allowed as a claim after such filing in any
proceeding under such bankruptcy law), whether outstanding on the Issue Date or
thereafter created, incurred, assumed, guaranteed or in effect guaranteed by the
Company (including all deferrals, renewals, extensions or refundings of, or
amendments, modifications or supplements to the foregoing); provided, however,
that Senior Debt does not include (u) Indebtedness evidenced by the Securities,
(v) the Existing Convertible Subordinated Notes, (w) any liability for federal,
state, local or other taxes owed or owing by the Company, (x) Indebtedness of
the Company to any Subsidiary of the Company except to the extent such
Indebtedness is of a type described in clause (ii) of the definition of
Indebtedness, (y) trade payables of the Company for goods, services or materials
purchased in the ordinary course of business (other than, to the extent they may
otherwise constitute trade payables, any obligations of the type described in
clause (ii) of the definition of Indebtedness), and (z) any particular
Indebtedness in which the instrument creating or evidencing the same expressly
provides that such Indebtedness shall not be senior in right of payment to, or
is pari passu with, or is subordinated or junior to, the Securities.

        "Stated Maturity," when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security as the fixed date on which the principal of such Security or
such installment of principal or interest is due and payable.

        "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).

        "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.


                                      -7-
<PAGE>

        "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 Securities, 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.

        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
"Closing Price"........................................     SECTION 2.04
"Conversion Agent".....................................     SECTION 6.01
"Custodian"............................................     SECTION 2.01
"Distributions"........................................     SECTION 12.05
"Event of Default".....................................     SECTION 12.05
"Expiration Time"......................................     SECTION 12.05
"fair market value"....................................     SECTION 2.01
"Global Security"......................................     SECTION 10.07
"Legal Holiday"........................................     SECTION 12.05
"non-electing share"...................................     SECTION 2.04
"Paying Agent".........................................     SECTION 2.04
"Payment Blockage Notice"..............................     SECTION 11.03
"Purchased Shares".....................................     SECTION 12.05
"Record Date"..........................................     SECTION 12.05
"Register".............................................     SECTION 2.04
"Registrar"............................................     SECTION 2.04
"trading day"..........................................     SECTION 12.05
"Trigger Event"........................................     SECTION 12.05
</TABLE>

        Section 1.03. Incorporation by Reference of Trust Indenture Act.
Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

        "Commission" means the Commission;

        "indenture securities" means the Securities;

        "indenture security holder" means a holder of a Security;

        "indenture to be qualified" means this Indenture;

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


                                      -8-
<PAGE>

        "obligor" on the Securities means the Company or any other obligor on
the Securities.

        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

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

        The terms and provisions contained in the Securities 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 Security conflicts with the express provisions of this
Indenture, the provisions of this Indenture shall govern and be controlling.

                                   ARTICLE II

                                 THE SECURITIES

        SECTION 2.01. Forms Generally. The Securities of each series shall be in
substantially the form set forth in Exhibit A, or in such other form as shall be
established by or pursuant to a Board Resolution or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange or Depositary therefore or as may,
consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution thereof. If the form of Securities of any series
is established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 2.03 for the
authentication and delivery of such Securities. Any such Board Resolution or
record of such action shall have attached thereto a true and correct copy of the
form of Security referred to therein approved by or pursuant to such Board
Resolution.


                                      -9-
<PAGE>

        The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced by their execution of
such Securities.

        SECTION 2.02. Amount Unlimited; Issuable in Series. The aggregate
principal amount of Securities that may be authenticated and delivered under
this Indenture is unlimited. The Securities may be issued in one or more series.
There shall be established in or pursuant to a Board Resolution and, subject to
Section 2.03, set forth, or determined in the manner provided, in an Officers'
Certificate, or established in one or more indentures supplemental hereto, prior
to the issuance of Securities of any series,

                      (1) the title of the Securities of the series (which shall
distinguish the Securities of the series from Securities of any other series);

                      (2) any limit upon the aggregate principal amount of the
Securities of the series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to Section 2.07, 2.08, 2.11, 3.06 or 9.05 and except for any
Securities which, pursuant to Section 2.03, are deemed never to have been
authenticated and delivered hereunder);

                      (3) the Person to whom any interest on a Security of the
series shall be payable, if other than the Person in whose name that Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest;

                      (4) the date or dates on which the principal of any
Securities of the series is payable;

                      (5) the rate or rates at which any Securities of the
series shall bear interest, if any, the date or dates from which any such
interest shall accrue, the Interest Payment Dates on which any such interest
shall be payable and the Regular Record Date for any such interest payable on
any Interest Payment Date;

                      (6) the place or places where the principal of and any
premium and interest on any Securities of the series shall be payable;

                      (7) the period or periods within which, the price or
prices at which and the terms and conditions upon which any Securities of the
series may be redeemed, in whole or in part, at the option of the Company and,
if other than by a Board Resolution, the manner in which any election by the
Company to redeem the Securities shall be evidenced;

                      (8) the obligation, if any, of the Company to redeem or
purchase any Securities of the series pursuant to any sinking fund or analogous
provisions or at the option of the Holder thereof and the period or periods
within which, the price or prices at which and the terms


                                      -10-
<PAGE>

and conditions upon which any Securities of the series shall be redeemed or
purchased, in whole or in part, pursuant to such obligation;

                      (9) if other than denominations of $1,000 and any integral
multiple thereof, the denominations in which any Securities of the series shall
be issuable;

                      (10) if the amount of principal of or any premium or
interest on any Securities of the series may be determined with reference to an
index or pursuant to a formula, the manner in which such amounts shall be
determined;

                      (11) if other than the currency of the United States of
America, the currency, currencies or currency units in which the principal of or
any premium or interest on any Securities of the series shall be payable and the
manner of determining the equivalent thereof in the currency of the United
States of America for any purpose;

                      (12) if the principal of or any premium or interest on any
Securities of the series is to be payable, at the election of the Company or the
Holder thereof, in one or more currencies or currency units other than that or
those in which such Securities are stated to be payable, the currency,
currencies or currency units in which the principal of or any premium or
interest on such Securities as to which such election is made shall be payable,
the periods within which and the terms and conditions upon which such election
is to be made and the amount so payable (or the manner in which such amount
shall be determined);

                      (13) if other than the entire principal amount thereof,
the portion of the principal amount of any Securities of the series which shall
be payable upon declaration of acceleration of the Maturity thereof pursuant to
Section 6.02;

                      (14) if the principal amount payable at the Stated
Maturity of any Securities of the series will not be determinable as of any one
or more dates prior to the Stated Maturity, the amount which shall be deemed to
be the principal amount of such Securities as of any such date for any purpose
thereunder or hereunder, including the principal amount thereof which shall be
due and payable upon any Maturity other than the Stated Maturity or which shall
be deemed to be outstanding as of any date prior to the Stated Maturity (or, in
any such case, the manner in which such amount deemed to be the principal amount
shall be determined);

                      (15) if applicable, that the Securities of the series, in
whole or any specified part, shall be defeasible pursuant to Section 14.02 or
Section 14.03 or both such Sections, or any other defeasance provisions
applicable to any Securities of the series, and, if other than by a Board
Resolution, the manner in which any election by the Company to defease such
Securities shall be evidenced;

                      (16) if applicable, the terms of any right to convert or
exchange Securities of the series into shares of Common Stock of the Company or
other securities or property;


                                      -11-
<PAGE>

                      (17) if applicable, that any Securities of the series
shall be issuable in whole or in part in the form of one or more Global
Securities and, in such case, the respective Depositaries for such Global
Securities, the form of any legend or legends which shall be borne by any such
Global Security in addition to or in lieu of that set forth in Exhibit A and any
circumstances in addition to or in lieu of those set forth in Section 2.07 in
which any such Global Security may be exchanged in whole or in part for
Securities registered, and any transfer of such Global Security in whole or in
part may be registered, in the name or names of Persons other than the
Depositary for such Global Security or a nominee thereof;

                      (18) any addition to or change in the Events of Default
which applies to any Securities of the series and any change in the right of the
Trustee or the requisite Holders of such Securities to declare the principal
amount thereof due and payable pursuant to Section 6.02;

                      (19) any addition to or change in the covenants set forth
in Article IV which applies to Securities of the series;

                      (20) any Authenticating Agents, Paying Agents, Security
Registrars or such other agents necessary in connection with the issuance of the
Securities of such series, including, without limitation, Exchange Rate Agents
and Calculation Agents;

                      (21) if applicable, the terms of any security that will be
provided for a series of Securities;

                      (22) any addition to or change in or modification to the
subordinated provisions of this Indenture relating to the Securities of that
series (including the provisions of Article XI), or different subordination
provisions, including a different definition of "Senior Debt" or "Designated
Senior Debt," will apply to Securities of the series; and

                      (23) any other terms of the series (which terms shall not
be inconsistent with the provisions of this Indenture, except as permitted by
Section 9.03).

        All Securities of any one series shall be substantially identical except
as to denomination and except as may otherwise be provided in or pursuant to the
Board Resolution referred to above and (subject to Section 2.03) set forth, or
determined in the manner provided, in the Officers' Certificate referred to
above or in any such indenture supplemental hereto.

        If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.

        The Securities shall be subordinated in right of payment to Senior Debt
as provided in Article XI.


                                      -12-
<PAGE>

        The Securities of each series shall be issuable only in registered form
without coupons and only in such denominations as shall be specified as
contemplated by this section. In the absence of any such specified denomination
with respect to the Securities of any series, the Securities of such series
shall be issuable in denominations of $1,000 and any integral multiple thereof.

        SECTION 2.03. Execution and Authentication. Two Officers shall sign the
Securities for the Company by manual or facsimile signature. The Company's seal
may be reproduced on the Securities.

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

        No Security shall be valid until authenticated by the manual signature
of the Trustee. The signature shall be conclusive evidence that such Security
has been authenticated under this Indenture.

        At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities. If the
form or terms of the Securities of the series have been established by or
pursuant to one or more Board Resolutions as permitted by Sections 2.01 and
2.02, in authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 7.01) shall be
fully protected in relying upon, a copy of such Board Resolution, the Officers'
Certificate setting forth the terms of the series and an Opinion of Counsel,
with such Opinion of Counsel stating,

                      (1) if the form of such Securities has been established by
or pursuant to Board Resolution as permitted by Section 2.01, that such form has
been established in conformity with the provisions of this Indenture;

                      (2) if the terms of such Securities have been established
by or pursuant to Board Resolution as permitted by Section 2.02, that such terms
have been established in conformity with the provisions of this Indenture; and

                      (3) that such Securities, when authenticated and delivered
by the Trustee and issued by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute valid and
legally binding obligations of the Company enforceable in accordance with their
terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles.

        If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the


                                      -13-
<PAGE>

Trustee's own rights, duties or immunities under the Securities and this
Indenture or otherwise in a manner which is not reasonably acceptable to the
Trustee.

        Notwithstanding the provisions of Section 2.02 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 2.02 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the
authentication of each Security of such series if such documents are delivered
at or prior to the authentication upon original issuance of the first Security
of such series to be issued.

        Each Security shall be dated the date of its authentication.

        The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate any Security. An authenticating agent may authenticate
any Security 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 2.04. 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 Securities may be presented for payment
("Paying Agent"); (iii) an office or agency where Securities may be presented
for conversion, if applicable, (the "Conversion Agent"); and (iv) where notices
and demands to or upon the Company in respect of Securities and this Indenture
may be served by the holders of the Securities. The Registrar shall keep a
Register ("Register") of any Securities of a series 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 for any
series of Securities. 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, 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 2.05. 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 Securities of any series or the Trustee all money held by the
Paying Agent for the payment of principal or interest on the Securities of such
series, and will notify the Trustee of any default by the Company in respect of
making any such


                                      -14-
<PAGE>

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 Securities of any
series all money held by it as Paying Agent.

        SECTION 2.06. Holder Lists. The Trustee of any series of Securities
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 Securities of such
series and shall otherwise comply with TIA Section 312(a). If the Trustee is not
the Registrar of such series, 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 Securities of such series.

        SECTION 2.07. Transfer and Exchange. When any Securities of a series 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 new Securities of
such series 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 new Securities of the same series 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 2.11, 3.07, 9.05
or 12.02.

        The Company or the Registrar shall not be required (i) to issue,
register the transfer of or exchange any Securities of a series during a period
beginning at the opening of business fifteen (15) days before the day of any
selection of any Securities of that series for redemption under Section 3.03 and
ending at the close of business on the day of selection or (ii) to register the
transfer or exchange of any Security of that series so selected for redemption
in whole or in part, except the unredeemed portion of any Security of that
series being redeemed in part.

        All Securities of any series issued upon any transfer or exchange of new
Securities of that series 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 Securities surrendered upon such
registration of transfer or exchange.

        The provisions of Clauses (1), (2), (3) and (4) below shall apply only
to Global Securities:

                      (1) Each Global Security authenticated under this
Indenture shall be registered in the name of the Depositary designated for such
Global Security or a nominee thereof

                                      -15-
<PAGE>

and delivered to such Depositary or a nominee thereof or custodian therefore,
and each such Global Security shall constitute a single Security for all
purposes of this Indenture.

                      (2) Notwithstanding any other provision in this Indenture,
no Global Security may be exchanged in whole or in part for Securities
registered, and no transfer of a Global Security in whole or in part may be
registered, in the name of any Person other than the Depositary for such Global
Security or a nominee thereof unless (A) such Depositary (i) has notified the
Company that it is unwilling or unable to continue as Depositary for such Global
Security or (ii) has ceased to be a clearing agency registered under the
Exchange Act, (B) there shall have occurred and be continuing an Event of
Default with respect to such Global Security or (C) there shall exist such
circumstances, if any, in addition to or in lieu of the foregoing as have been
specified for this purpose as contemplated by Section 2.02.

                      (3) Subject to Clause (2) above, any exchange of a Global
Security for other Securities may be made in whole or in part, and all
Securities issued in exchange for a Global Security or any portion thereof shall
be registered in such names as the Depositary for such Global Security shall
direct.

                      (4) Every Security authenticated and delivered upon
registration of transfer of, or in exchange for or in lieu of, a Global Security
or any portion thereof, whether pursuant to this Section, Section 2.08, 2.11,
3.06 or 9.05 or otherwise, shall be authenticated and delivered in the form of,
and shall be, a Global Security, unless such Security is registered in the name
of a Person other than the Depositary for such Global Security or a nominee
thereof.

        SECTION 2.08. Replacement Securities If the holder of a Security of any
series claims that such Security has been lost, destroyed or wrongfully taken,
the Company shall issue and the Trustee shall authenticate a replacement
Security of that series if the Trustee's requirements are met. If required by
the Trustee or the Company as a condition of receiving a replacement Security,
the holder of a Security 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 Security is replaced. The Company and the Trustee may
charge the relevant holder for their expenses in replacing any Security.

        The Trustee or any authenticating agent may authenticate any such
substituted Security, 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 Security, 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 Security of a series which has matured
or is about to mature, or has been called for redemption pursuant to Article
III, 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 Security of that series, 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 Security), as the case may be, if the
applicant for such payment or conversion shall furnish to the Company, to the
Trustee and, if


                                      -16-
<PAGE>

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 Security and of the ownership thereof.

        Every replacement Security of any series 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 Securities of that series
duly issued, authenticated and delivered hereunder.

        SECTION 2.09. Outstanding Securities. The Securities of any series
outstanding at any time are all the Securities of that series, as of the date of
determination, properly authenticated and delivered by the Trustee under this
Indenture, except

                      (1) Securities theretofore canceled by the Trustee or
delivered to the Trustee for cancellation;

                      (2) Securities for whose payment or redemption money in
the necessary amount has been theretofore deposited with the Trustee or any
Paying Agent (other than the Company) in trust or set aside and segregated in
trust by the Company (if the Company shall act as its own Paying Agent) for the
holders of such Securities; provided that, if such Securities are to be
redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefore satisfactory to the Trustee has been made;

                      (3) Securities as to which Defeasance has been effected
pursuant to Section 14.02; and

                      (4) Securities which have been paid pursuant to Section
2.08 or in exchange for or in lieu of which other Securities have been
authenticated and delivered pursuant to this Indenture, other than any such
Securities in respect of which there shall have been presented to the Trustee
proof satisfactory to it that such Securities are held by a bona fide purchaser
in whose hands such Securities are valid obligations of the Company;

        provided, however, that in determining whether the holders of the
requisite principal amount of the outstanding Securities have given, made or
taken any request, demand, authorization, direction, notice, consent, waiver or
other action hereunder as of any date, (A) the principal amount of an Original
Issue Discount Security which shall be deemed to be outstanding shall be the
amount of the principal thereof which would be due and payable as of such date
upon acceleration of the Maturity thereof to such date pursuant to Section 6.02,
(B) if, as of such date, the principal amount payable at the Stated Maturity of
a Security is not determinable, the principal amount of such Security which
shall be deemed to be outstanding shall be the amount as specified or determined
as contemplated by Section 2.02, (C) the principal amount of a Security
denominated in one or more foreign currencies or currency units which shall be
deemed to be outstanding shall be the U.S. dollar equivalent, determined as of
such date in the manner provided as contemplated by Section 2.02, of the
principal amount of such Security (or, in the case of a Security described in
Clause (A) or (B)


                                      -17-
<PAGE>

above, of the amount determined as provided in such Clause), and (D) Securities
owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or of such other obligor shall be disregarded and deemed not to
be outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent, waiver or other action, only Securities which the Trustee knows
to be so owned shall be so disregarded. Securities so owned which have been
pledged in good faith may be regarded as outstanding if the pledgee establishes
to the satisfaction of the Trustee the pledgee's right so to act with respect to
such Securities and that the pledgee is not the Company or any other obligor
upon the Securities or any Affiliate of the Company or of such other obligor.

        SECTION 2.10. When Treasury Securities Disregarded. In determining
whether the holders of the required principal amount of Securities of any series
have concurred in any direction, waiver or consent, Securities of that series
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 Securities of that series which the Trustee knows are so owned
shall be so disregarded.

        SECTION 2.11. Temporary Securities

            (a) Until definitive Securities of any series are ready for
delivery, the Company may prepare and the Trustee shall authenticate temporary
Securities of that series. Temporary Securities shall be substantially in the
form of definitive Securities of that series but may have variations that the
Company considers appropriate for temporary Securities of that series and shall
be reasonably acceptable to the Trustee. Without unreasonable delay, the Company
shall prepare and the Trustee shall authenticate definitive Securities of any
series in exchange for temporary Securities.

            (b) Except for transfers made in accordance with Section 2.07, a
Global Security deposited with the Depositary or with the Trustee as custodian
for the Depositary shall be transferred to the beneficial owners thereof in the
form of certificated Securities of that series in definitive form only if such
transfer complies with Section 2.07 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 of any series or interest thereon that is
transferable to the beneficial owners thereof in the form of certificated
Securities of that series in definitive form shall, if held by the Depository,
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 of that series, an equal aggregate principal amount of
Securities of that series of authorized denominations in the form of
certificated Securities of that series 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.


                                      -18-
<PAGE>

            (d) Prior to any transfer pursuant to Section 2.11(b), the
registered holder of a Global Security of any series 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 Securities of that series.

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

        SECTION 2.12. Cancellation. The Company at any time may deliver
Securities to the Trustee for cancellation. The Registrar and Paying Agent shall
forward to the Trustee any Securities of any series surrendered to them for
registration of transfer, exchange or payment. The Trustee and no one else may
cancel Securities of any series surrendered for registration of transfer,
exchange, payment, replacement, conversion, redemption, repurchase or
cancellation. Upon written instructions of the Company, the Trustee shall
destroy and dispose of canceled Securities of any series as the Company directs
and, after such destruction, shall deliver a certificate of destruction to the
Company. The Company may not issue new Securities of any series to replace
Securities of such series that it has paid, redeemed 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 redemption
pursuant to Article III hereof.

        SECTION 2.13. Defaulted Interest. If the Company fails to make a payment
of interest on any Security of any series, 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 Securities of such series 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 Securities of such series a notice that states the
special record date, payment date and amount of such interest to be paid.

        SECTION 2.14. CUSIP Number. The Company in issuing any Securities of any
series may use a "CUSIP" number, and if so, such CUSIP number shall be included
in notices of redemption, repurchase or exchange as a convenience to holders of
Securities of such series; 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 Securities of that series and that
reliance may be placed only on the other identification numbers printed on such
Securities. The Company will promptly notify the Trustee of any change in the
CUSIP number.

                                   ARTICLE III

                                   REDEMPTION

        SECTION 3.01. Applicability of Article. Securities of any series that
are redeemable before then Stated Maturity shall be redeemable in accordance
with their terms and (except as otherwise specified as contemplated by Section
2.02 for such Securities) in accordance with this Article.


                                      -19-
<PAGE>

        SECTION 3.02. Notices to Trustee. The election of the Company to redeem
any Securities shall be evidenced by a Board Resolution or in another manner
specified as contemplated by Section 2.02 for such Securities. If the Company
elects to redeem any Securities, it shall furnish to the Trustee, at least 15
(20 if less than all of the then outstanding Securities of any series are to be
redeemed or if the Company requests the Trustee to give notice of redemption
pursuant to Section 3.04) days but not more than 60 days before a Redemption
Date (unless a shorter period shall be satisfactory to the Trustee), an
Officers' Certificate setting forth (i) the Section of this Indenture pursuant
to which the redemption shall occur, (ii) the Redemption Date, (iii) the
principal amount of Securities (if less than all) to be redeemed, (iv) the
Redemption Price and (v) the CUSIP number of the Securities being redeemed.

        SECTION 3.03. Selection of Securities To Be Redeemed. If less than all
the Securities of any series are to be redeemed, the Trustee shall select the
Securities to be redeemed by a method that complies with the requirements of the
principal national securities exchange, if any, on which the Securities of such
series are listed or quoted or, if such Securities are not so listed, on a pro
rata basis by lot or by any other method that the Trustee considers fair and
appropriate. The Trustee shall make the selection not more than 60 days and not
less than 15 days before the Redemption Date from Securities of that series
outstanding and not previously called for redemption. The Trustee may select for
redemption a portion of the principal of any Securities of that series that has
a denomination larger than $1,000. Securities and portions thereof will be
redeemed in the amount of $1,000 or integral multiples of $1,000.

        Provisions of this Indenture that apply to Securities of any series
called for redemption also apply to portions of such Securities called for
redemption. The Trustee shall notify the Company promptly of the Securities of
any series or portions of such Securities to be called for redemption.

        If any Security of any series selected for partial redemption is
converted in part after such selection, the converted portion of such Security
shall be deemed (so far as may be) to be the portion to be selected for
redemption. The Securities (or portion thereof) so selected shall be deemed duly
selected for redemption for all purposes hereof, notwithstanding that any such
Security is converted in whole or in part before the mailing of the notice of
redemption. Upon any redemption of less than all the Securities of any series,
the Company and the Trustee may treat as outstanding any Securities of that
series surrendered for conversion during the period of 15 days next preceding
the mailing of a notice of redemption and need not treat as outstanding any
Security of that series authenticated and delivered during such period in
exchange for the unconverted portion of any Security of that series converted in
part during such period.

        SECTION 3.04. Notice of Redemption. At least 15 days but not more than
60 days before a Redemption Date, the Company shall mail by first class mail a
notice of redemption to each holder whose Securities are to be redeemed.

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

                      (1) the Redemption Date;


                                      -20-
<PAGE>

                      (2) the Redemption Price;

                      (3) if any Security of any series is being redeemed in
part, the portion of the principal amount of such Security to be redeemed and
that, after the Redemption Date, upon surrender of such Security, a new Security
or Securities of the same series in principal amount equal to the unredeemed
portion will be issued in the name of the holder thereof;

                      (4) that Securities called for redemption must be
surrendered to the Paying Agent to collect the Redemption Price;

                      (5) that interest on Securities called for redemption and
for which funds have been set apart for payment, ceases to accrue on and after
the Redemption Date (unless the Company defaults in the payment of the
Redemption Price or the Paying Agent is prohibited from making such payment
pursuant to the terms of this Indenture);

                      (6) the paragraph of the Securities pursuant to which the
Securities called for redemption are being redeemed;

                      (7) the aggregate principal amount of Securities of that
series (if less than all) that are being redeemed;

                      (8) the CUSIP number of the Securities (provided that the
disclaimer permitted by Section 2.14 may be made);

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

                      (10) that Securities called for redemption may be
converted at any time prior to the close of business on the last trading day
immediately preceding the Redemption Date and if not converted prior to the
close of business on such Redemption Date, the right of conversion will be lost;
and

                      (11) that in the case of Securities or portions thereof
called for redemption on a date that is also an Interest Payment Date, the
interest payment, due on such date shall be paid to the Person in whose name the
Security is registered at the close of business on the relevant Regular Record
Date.

        The notice if mailed in the manner herein provided shall be conclusively
presumed to have been given, whether or not the holder receives such notice. In
any case, failure to give such notice by mail or any defect in the notice to the
holder of any Security designated for redemption as a whole or in part shall not
affect the validity of the proceedings for the redemption of any Security of
that series.

        At the Company's request, the Trustee shall give notice of redemption in
the Company's name and at its expense.


                                      -21-
<PAGE>

        SECTION 3.05. Deposit of Redemption Price. On or before the Redemption
Date, the Company shall deposit with the Trustee or with the Paying Agent money
in immediately available funds sufficient to pay the Redemption Price of and
accrued interest on all Securities to be redeemed on that date. The Trustee or
the Paying Agent shall return to the Company any money not required for that
purpose.

        On and after the Redemption Date, unless the Company shall default in
the payment of the Redemption Price, interest will cease to accrue on the
principal amount of the Securities or portions thereof called for redemption and
for which funds have been set apart for payment and such Securities, or portions
thereof, shall cease after the close of business on the Business Day immediately
preceding the Redemption Date to be convertible into Common Stock and, except as
provided in this Section 3.05 and 8.04, to be entitled to any benefit or
security under this Indenture, and the holders thereof shall have no right in
respect of such Securities, or portions thereof, except the right to receive the
Redemption price thereof and unpaid interest, to (but excluding) the Redemption
Date. In the case of Securities or portions thereof redeemed on a Redemption
Date which is also an Interest Payment Date, the interest payment due on such
Interest Payment Date shall be paid to the Person in whose name the Security is
registered at the close of business on the relevant Regular Record Date.

        SECTION 3.06. Securities Redeemed in Part. Upon surrender of a Security
that is redeemed in part only, the Company shall issue and the Trustee shall
authenticate and deliver to the holder of a Security a new Security of the same
series equal in principal amount to the unredeemed portion of the Security
surrendered, at the expense of the Company, except as specified in Section 2.07.

        SECTION 3.07. Conversion Arrangement on Call for Redemption. In
connection with any redemption of Securities of any series, the Company may
arrange for the purchase and conversion of any Securities of that series by an
arrangement with one or more investment bankers or other purchasers to purchase
such Securities by paying to the Trustee in trust for the holders, on or before
the Redemption Date, an amount not less than the applicable Redemption Price,
together with interest accrued to the Redemption Date, of such Securities.
Notwithstanding anything to the contrary contained in this Article III, the
obligation of the Company to pay the Redemption Price of such Securities,
together with interest accrued to the Redemption Date, shall be deemed to be
satisfied and discharged to the extent such amount is so paid by the purchasers.
If such an agreement is entered into, a copy of which will be filed with the
Trustee prior to the Redemption Date, any Securities of that series not duly
surrendered for conversion by the holders thereof may, at the option of the
Company, be deemed, to the fullest extent permitted by law, acquired by such
purchasers from such holders and (notwithstanding anything to the contrary
contained in Article XII) surrendered by such purchasers for conversion, all as
of immediately prior to the close of business on the Redemption Date (and the
right to convert any such Securities shall be deemed to have been extended
through such time), subject to payment of the above amount as aforesaid. At the
direction of the Company, the Trustee shall hold and dispose of any such amount
paid to it in the same manner as it would monies deposited with it by the
Company for the redemption of Securities of that series. Without the Trustee's
prior written consent, no arrangement between the Company and such


                                      -22-
<PAGE>

purchasers for the purchase and conversion of any Securities of any series shall
increase or otherwise affect any of the powers, duties, responsibilities or
obligations of the Trustee as set forth in this Indenture, and the Company
agrees to indemnify the Trustee from, and hold it harmless against, any loss,
liability or expense arising out of or in connection with any such arrangement
for the purchase and conversion of any Securities of any series between the
Company and such purchasers to which the Trustee has not consented in writing,
including the costs and expenses incurred by the Trustee in the defense of any
claim or liability arising out of or in connection with the exercise or
performance of any of its powers, duties, responsibilities or obligations under
this Indenture.

                                   ARTICLE IV

                                    COVENANTS

        SECTION 4.01. Payment of Securities. The Company covenants and agrees
for the benefit of each series of Securities that it will pay the principal of
and any premium and interest on the Securities of that series in accordance with
the terms of the Securities.

        SECTION 4.02. Compliance Certificate. The Company shall deliver to the
Trustee within 120 days after the end of each fiscal year of the Company, an
Officers' Certificate stating that a review of the activities of the Company and
its subsidiaries during the preceding fiscal year has been made under the
supervision of the signing Officers with a view to determining whether the
Company has fully performed its obligations under this Indenture and further
stating, as to each such Officer signing such certificate, that to the best of
his or her knowledge, the Company is not in default in the performance or
observance of any of the terms and conditions hereof (or, if any Default or
Event of Default shall have occurred, describing all such Defaults or Events of
Default of which he or she may have knowledge) and, that to the best of his or
her knowledge, no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest (including Liquidated
Damages) on the Securities are prohibited.

        The Company shall, so long as any of the Securities 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 4.03. Maintenance of Office or Agency. The Company shall
maintain or cause to be maintained for any series of Securities the office or
agency required under Section 2.04. 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 for any series of Securities or
shall fail to furnish the Trustee with the address thereof, presentations,
surrenders, notices and demands with respect to the Securities for that series
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 Securities for that series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designation.


                                      -23-
<PAGE>

        SECTION 4.04. Money for Securities Payments to be Held in Trust. If the
Company shall at any time act as its own Paying Agent with respect to any series
of Securities, it will, on or before each due date of the principal of or any
premium or interest on any of the Securities of that series, segregate and hold
in trust for the benefit of the Persons entitled thereto a sum sufficient to pay
the principal and any premium and interest so becoming due until such sums shall
be paid to such Persons or otherwise disposed of as herein provided and will
promptly notify the Trustee of its action or failure so to act.

        Whenever the Company shall have one or more Paying Agents for any series
of Securities, it will, on or prior to each due date of the principal of or any
premium or interest on any Securities of that series, deposit with a Paying
Agent a sum sufficient to pay such amount, such sum to be held as provided by
the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of its action or failure so to act.

        The Company will cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will (1) comply with the provisions of
the Trust Indenture Act applicable to it as a Paying Agent and (2) during the
continuance of any default by the Company (or any other obligor upon the
Securities of that series) in the making of any payment in respect of the
Securities of that series, upon the written request of the Trustee, forthwith
pay to the Trustee all sums held in trust by such Paying Agent for payment in
respect of the Securities of that series.

        The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

        Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of or any premium or
interest on any Security of any series and remaining unclaimed for a period
ending on the earlier of the date that is ten Business Days prior to the date
such money would escheat to the State or two years after such principal, premium
or interest has become due and payable shall be paid to the Company on Company
Request, or (if then held by the Company) shall be discharged from such trust;
and the Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in a
newspaper published in the English language, customarily published on each
Business Day and of general circulation in each Place of Payment, notice that
such money remains unclaimed and that, after a date specified therein, which
shall not be less than 30 days from the date


                                      -24-
<PAGE>

of such publication, any unclaimed balance of such money then remaining will be
repaid to the Company.

        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. 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 4.07. 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
Securities; 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 Securities, 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 4.08. 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.

        SECTION 4.09. Reports by Company. The Company shall file with the
Trustee and the Commission, and transmit to Holders, such information, documents
and other reports, and such summaries thereof, as may be required pursuant to
the Trust Indenture Act at the times and in the manner provided pursuant to the
Trust Indenture Act; provided that any such information, documents or reports
required to be filed with the Commission pursuant to Section 13 or 15(d) of the
Exchange Act shall be filed with the Trustee within 15 days after the same is so
required to be filed with the Commission.

        SECTION 4.10. Waiver of Certain Covenants. Except as otherwise specified
as contemplated by Section 2.02 for Securities of such series, the Company may,
with respect to the Securities of any series, omit in any particular instance to
comply with any term, provision or condition set forth in any covenant provided
pursuant to Section 2.02(19), 4.08 or 9.01(g) for the benefit of the holders of
the Security of such series if before the time for such compliance the holders
of the Security of at least a majority in principal amount of the Outstanding
Securities of such series shall, by Act of such holders of the Security, either
waive such compliance in such instance or generally waive compliance with such
term, provision or condition, but no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly waived,


                                      -25-
<PAGE>

and, until such waiver shall become effective, the obligations of the Company
and the duties of the Trustee in respect of any such term, provision or
condition shall remain in full force and effect.

                                    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 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 Person as an entirety or substantially as an
entirety unless:

            (a) either

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

                  (ii) the Person formed by or surviving any such consolidation
or into which the Company is merged (if other than the Company) or the Person
which acquires by sale, assignment, transfer, lease, conveyance or other
disposition the properties and assets of the Company substantially as an
entirety

                      (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, by indenture in form
reasonably satisfactory to the Trustee, executed and delivered to the Trustee,
the due and punctual payment of the principal of, and premium, if any, and
interest on all of the Securities and the performance of every covenant of the
Securities and this Indenture on the part of the Company to be performed or
observed, including, without limitation, conversion rights in accordance with
Section 12.06 to the extent required by such Sections;

            (b) immediately after giving effect to such transaction no Default
and no Event of Default shall have occurred and be continuing; 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


                                      -26-
<PAGE>

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 Person 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 Securities.

                                   ARTICLE VI

                              DEFAULTS AND REMEDIES


        SECTION 6.01. Events of Default. An "Event of Default" with respect to
Securities of any series 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 Securities of that series
when due at maturity, upon repurchase, upon acceleration or otherwise,
including, without limitation, failure of the Company to make any optional
redemption payment when required pursuant to Article III; or

            (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 Securities of that series when
due (including any interest payable in connection with any optional redemption
payment pursuant to Article III) and continuance of such default for 30 days or
more; or

            (c) default in the deposit of any sinking fund payment, when and as
due by the terms of a Security of that series; or

            (d) 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 (other than a covenant or warranty which has expressly been included
in this Indenture solely for the benefit of series of Securities other than that
series) 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 Securities of that
series; or

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



                                      -27-
<PAGE>

                  (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

            (f) 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,

                  (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;
or

            (g) any other Event of Default provided with respect to Securities
of that series in the Board Resolution, supplemental indenture or Officers'
Certificate establishing that series.

        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.

        In the case of any Event of Default, pursuant to the provisions of this
Section 6.01, occurring by reason of any willful action (or inaction) taken (or
not taken) by or on behalf of the Company with the intention of avoiding payment
of any premium which the Company would have had to pay if the Company then had
elected to redeem the Securities of any series, an equivalent premium shall also
become and be immediately due and payable to the extent permitted by law, upon
the acceleration of the Securities of that series notwithstanding anything
contained in this Indenture or in the Securities of that series to the contrary.

        If an Event of Default occurs prior to any date on which the Company is
prohibited from redeeming the Securities of any series, by reason of any willful
action (or inaction) taken (or not taken) by or on behalf of the Company with
the intention of avoiding the prohibition on redemption of the Securities prior
to such date, then the premium specified in this Indenture shall also become


                                      -28-
<PAGE>

immediately due and payable to the extent permitted by law upon the acceleration
of the Securities of that series.

        SECTION 6.02. Acceleration. Unless the Board Resolution, supplemental
indenture or Officers' Certificate establishing such series provides otherwise,
if an Event of Default (other than an Event of Default with respect to the
Company specified in clauses (e) and (f) of Section 6.01) with respect to any
series of Securities at the time outstanding 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 Securities
of that series (or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be
specified by the terms thereof), 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 Securities of that series to be due and
payable. Upon such declaration such principal amount, premium, if any, and
accrued and unpaid interest shall become immediately due and payable,
notwithstanding anything contained in this Indenture or the Securities of that
series 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 (e) or (f)
of Section 6.01 occurs, all unpaid principal of and premium, if any, and accrued
and unpaid interest on Securities of any series then outstanding (or, if any
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount of such securities as may be specified by the terms
thereof) 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 Securities of that series.

        The holders of a majority in aggregate principal amount of the then
outstanding Securities of any series by notice to the Trustee may rescind an
acceleration of the Securities of that series and its consequences if all
existing Events of Default (other than nonpayment of principal of or premium, if
any, and interest on the Securities of that series 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 Securities or to
enforce the performance of any provision of Securities or this Indenture. The
Trustee may maintain a proceeding even if it does not possess any of the
Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any holder of a Security 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 Securities of any series then outstanding may,
on behalf of the holders of all the Securities of that series, 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


                                      -29-
<PAGE>

on the Securities of that series (other than the non-payment of principal of and
premium, if any, and interest on the Securities of that series 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
Securities of that series. 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 Securities of any series may
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on it
relating to the Securities of that series. 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
Securities 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 forebearances 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. No holder of any Security of any
series may pursue any remedy with respect to this Indenture or the Securities of
that series unless:

                      (1) the holder gives to the Trustee notice of a continuing
Event of Default with respect to the Securities of that series;

                      (2) the holders of at least 25% in principal amount of the
then outstanding Securities of that series 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 Securities of that series do not give
the Trustee a direction inconsistent with the request.

        A holder of a Security of any series 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 Security to receive payment of
principal, premium, if any, and interest on the Security, on or after the
respective due dates expressed in the Security, or to bring suit for the
enforcement of any such


                                      -30-
<PAGE>

payment on or after such respective dates, or to bring suit for the enforcement
of the right to convert the Security shall not be impaired or affected without
the consent of the holder of a Security.

        SECTION 6.08. Collection Suit by Trustee. If an Event of Default
specified in Section 6.01(a) or (b) occurs and is continuing with respect to a
series of Securities, 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 remaining unpaid on the Securities of that series and
interest on overdue principal and interest 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
Securities 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 Security any plan of reorganization, arrangement, adjustment or
composition affecting the Securities of that series 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.

        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 the payment of the amounts then due and unpaid for
        principal of and any premium, if any, and interest on the Securities in
        respect of which or for the benefit of which such money has been
        collected, ratably, without preference or priority of any kind,
        according to the amounts due and payable on such Securities for
        principal and any premium, if any, and interest, respectively; and

                Fourth: to the Company.

        The Trustee may fix a special record date and payment date for any
payment to holders of Securities of any series made pursuant to this section. At
least 15 days before any such special record date, the Trustee shall mail to
holders of the Securities of that series 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


                                      -31-
<PAGE>

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 Securities.

                                   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 with respect to Securities of any series, 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

                      (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


                                      -32-
<PAGE>

                      (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.

            (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.


                                      -33-
<PAGE>

            (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 Securities of any series 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 Securities of that series 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.

        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 Securities of any series 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 Securities of any series. It shall not be accountable for the Company's
use of the proceeds from the Securities of any series 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 Securities of any series or
any other document in connection with the sale of such Securities 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 with respect to Securities of any series and if it is
known to the Trustee, the Trustee shall mail to each holder of a Security of
that series a notice of the Default or Event of Default within 60


                                      -34-
<PAGE>

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) or (b) 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
Securities of that series. Except in the case of a Default or Event of Default
in payment of principal of, premium, if any, or interest on any Security of any
series, 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 Securities.

        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
Securities of any series 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
Securities of any series 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 Securities of such series are listed. The Company shall timely
notify the Trustee when the Securities of that series 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.


                                      -35-
<PAGE>

        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 Securities on any series 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 on Securities of that series. Such liens and the
Company's obligations under this Section 7.07 shall survive the satisfaction and
discharge of this Indenture.

        When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(e) or (f) 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 Securities of any series 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 Securities of any
series 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 Securities
of that series may petition any court of competent jurisdiction for the
appointment of a successor Trustee.


                                      -36-
<PAGE>

        If the Trustee after written request by any holder of a Security 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 Securities of that series. 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.

        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 Securities theretofore authenticated (other
than any other Securities which have been destroyed, lost or stolen and in lieu
of or in substitution for which other Securities have been authenticated and
delivered) and not theretofore canceled, or (b) all the Securities not
theretofore canceled or delivered to the Trustee for cancellation have become
due and payable, or are by their


                                      -37-
<PAGE>

terms will become due and payable at their Stated Maturity within one year or
are to be called for redemption within one year under arrangements satisfactory
to the Trustee for the giving of notice of redemption, and the Company deposits
with the Trustee, in trust, amounts sufficient to pay at Stated Maturity or upon
the Redemption Date of all of the Securities (other than any Securities which
have been mutilated, destroyed, lost or stolen and in lieu of or in substitution
for which other Securities have been authenticated and delivered) not
theretofore canceled or delivered to the Trustee for cancellation, including
principal and premium, if any, and interest due or to become due to such date of
Stated Maturity or Redemption Date, as the case may be, and if in either case
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 Securities, (ii) rights hereunder of holders of
Securities to receive payments of principal of and premium, if any, and interest
on, the Securities, (iii) the obligations under Sections 2.04 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
Securities.

        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 Securities for the payment or redemption of which such
monies have been deposited with the Trustee, of all sums due and to become due
thereon for principal and interest, 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.

        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 on Securities 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 Securities, 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 Security 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 Securities 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.


                                      -38-
<PAGE>

        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 Securities 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 Security 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 AND SUPPLEMENTAL INDENTURES

        SECTION 9.01. Without the Consent of Holders. The Company and the
Trustee may amend this Indenture or the Securities or enter into one or more
indentures supplement hereto without notice to or the consent of any holder of a
Security for any series 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 Securities;

            (b) evidencing the succession of another Person to the Company and
providing for the assumption by such successor of the covenants of the Company
thereunder and in the Securities of any series as permitted by Section 5.01;

            (c) to add any additional Events of Default for the benefit of the
holders of all or any series of Securities (and if such additional Events of
Default are to be for the benefit of less than all series of Securities, stating
that such additional Events of Default are expressly being included solely for
the benefit of such series);

            (d) to add to or change any of the provisions of this Indenture to
such extent as shall be necessary to permit or facilitate the issuance of
Securities in bearer form, registrable or not registrable as to principal, and
with or without interest coupons, or to permit or facilitate the issuance of
Securities in uncertificated form;

            (e) to add to, change or eliminate any of the provisions of this
Indenture in respect of one or more series of Securities, provided that any such
addition, change or elimination (A) shall neither (i) apply to any Security of
any series created prior to the execution of such supplemental indenture and
entitled to the benefit of such provision nor (ii) modify the rights of the
Holder of any such Security with respect to such provision or (B) shall become
effective only when there is no such Security Outstanding;


                                      -39-
<PAGE>

            (f) to secure the Securities;

            (g) to establish the form or terms of Securities of any series as
permitted by Sections 2.01 and 2.02;

            (h) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of one or more
series and to add to or change any of the provisions of this Indenture as shall
be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, pursuant to the requirements of Section
7.08;

            (i) to make provision with respect to the conversion rights of
Holders pursuant to the requirements of Article XII, including providing for the
conversion of the securities into any security (other than the Common Stock of
the Company) or property of the Company; or

            (j) to supplement any of the provisions of the Indenture to such
extent as shall be necessary to permit or facilitate the defeasance and
discharge of any series of Securities pursuant to Articles VIII and XIV,
provided that any such action shall not adversely affect the interests of the
Holders of Securities of such series or any other series of Securities in any
material respect.

        SECTION 9.02. With the Consent of Holders. Subject to Section 6.07, the
Company and the Trustee may amend this Indenture or the Securities or enter into
one or more indentures supplement hereto with the written consent of the holders
of at least a majority in principal amount of the then outstanding Securities of
such series (including consents obtained in connection with a tender offer or
exchange offer for Securities of that series).

        Subject to Sections 6.04 and 6.07, the holders of a majority in
principal amount of the Securities then outstanding may also waive compliance in
a particular instance by the Company with any provision of this Indenture or the
Securities of any series.

        However, without the consent of each holder of a Security of any series
affected, an amendment or waiver under this Section may not (with respect to any
Securities of such series held by a non-consenting holder):

            (a) change the Stated Maturity of the principal of, or any
installment of principal of or interest on, any Security, or reduce the
principal amount thereof or the rate of interest thereon or any premium payable
upon the redemption thereof, or reduce the amount of the principal of an
Original Issue Discount Security or any other Security which would be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 6.02, or change any Place of Payment where, or the coin or currency in
which, any Security or any premium or interest thereon is payable, or impair the
right to institute suit for the enforcement of any such payment on or after the
Stated Maturity thereof (or, in the case of redemption, on or after the
Redemption Date), or modify the provisions of this Indenture with respect to the
subordination of such series of Securities in a manner adverse to the holders of
Securities of such series, or, in the case of Securities of any series that are
convertible into Securities or other securities of the Company, adversely affect
the right of


                                      -40-
<PAGE>

holders to convert any of the Securities of such series other than as provided
in or pursuant to this Indenture;

            (b) reduce the percentage in principal amount of the outstanding
Securities of any series, the consent of whose holders is required for any such
supplemental indenture, or the consent of whose holders is required for any
waiver (of compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences) provided for in this Indenture;

            (c) modify any of the provisions of this Section, Section 4.09 or
Section 6.04, except to increase any such percentage or to provide that certain
other provisions of this Indenture cannot be modified or waived without the
consent of the holder of each Outstanding Security affected thereby; provided,
however, that this clause shall not be deemed to require the consent of any
holder with respect to changes in the references to "the Trustee" and
concomitant changes in this Section and Section 4.09, or the deletion of this
proviso, in accordance with the requirements of Sections 7.08 and 9.01(h); or

            (d) if applicable, make any change that adversely affects the right
to convert any security as provided in Article XII or pursuant to Section 2.02
(except as permitted by Section 9.01(i)) or decrease the conversion rate or
increase the conversion price of any such security.

        A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture which has expressly been included solely for
the benefit of one or more particular series of Securities, or which modifies
the rights of the Holders of Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

        To secure a consent of the holders of Securities 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 Section becomes effective, the
Company shall mail to holders of Securities of such series affected by the
amendment or waiver a notice briefly describing the amendment or waiver.

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

        SECTION 9.03. Compliance with the Trust Indenture Act. Every amendment
to this Indenture or the Securities 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,
supplement or waiver becomes effective, a consent to it by a Holder of a
Security of any series is a continuing consent by the Holder and every
subsequent Holder of a Security or portion of a Security that


                                      -41-
<PAGE>

evidences the same debt as the consenting Holder's Security, even if notation of
the consent is not made on any Security. However, any such Holder or subsequent
Holder may revoke the consent as to his or her Security or portion of a Security
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 Securities 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 Securities of any series 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 Securities of such series 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 Securities of such
series 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, supplement or waiver becomes effective it shall bind
every Holder of a Security of that series, unless it is of the type described in
clauses (a) through (d) of Section 9.02. In such case, the amendment or waiver
shall bind each Holder of a Security who has consented to it and every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder's Security.

        SECTION 9.05. Notation on or Exchange of Securities. Securities of any
series 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
Securities of any series 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 Securities of such series without charge to the Holders
of the Securities of such series, except as specified in Section 2.07.

        SECTION 9.06. Effect of Supplemental Indentures. Upon the execution of
any supplemental indenture under this Article, this Indenture shall be modified
in accordance therewith, and such supplemental indenture shall form a part of
this Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.

        SECTION 9.07. 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


                                      -42-
<PAGE>

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.

        SECTION 9.08. Subordination Unimpaired. No provision in any supplemental
indenture that affects the superior position of the holders of Senior Debt shall
be effective against holders of Senior Debt.

                                    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 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
Securities) 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 Security of any series
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 Securities
of any series, it shall send a copy to the Trustee and each Agent at the same
time.

        All notices or communications shall be in writing.



                                      -43-
<PAGE>

        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 Securities. 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:

                      (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.


                                      -44-
<PAGE>

        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 Securities. 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 San
Jose, California 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 (notwithstanding any other provision of
this Indenture or the Securities (other than a provision of any Security which
specifically states that such provision shall apply in lieu of this Section)) 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 Securities of any series
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 Security waives and
releases all such liability. This waiver and release are part of the
consideration for the Securities. 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.

        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 Securities of any series
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:


                                      -45-
<PAGE>

               Amkor Technology, Inc.
               1345 Enterprise Drive
               West Chester, PA  19380
               Attention: Chief Financial Officer
               Facsimile: (610) 431-9967
               Telephone: (610) 431-9600

        The Trustee's address is:

               State Street Bank and Trust Company
               2 Avenue de Lafayette, 6th Floor
               Boston,  MA  02111
               Facsimile: (617) 662-1465
               Telephone: (617) 662-1684
               Attention: Corporate Trust Department (Amkor Technology, Inc. --
                          Subordinated Debt Securities)

        SECTION 10.11. Governing Law. The internal laws of the State of New York
shall govern this Indenture and the Securities, without regard to the conflict
of laws provisions thereof.

        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 Securities 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 Securities of any series 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.

                                   ARTICLE XI

                                  SUBORDINATION

        SECTION 11.01. Agreement to Subordinate. Except as otherwise provided in
a supplemental indenture or pursuant to Section 2.02, the Company agrees, and
each holder of Securities issued hereunder by accepting a Security agrees, that
the indebtedness evidenced by the


                                      -46-
<PAGE>

Security will be 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 or
payment satisfactory to holders of Senior Debt 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 Securities by accepting a
Security agrees, that any indebtedness evidenced by the Security will be pari
passu in right of payment to the Existing Convertible 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, after the commencement of any such proceeding at the rate specified in
the applicable Senior Debt) in cash or other payment satisfactory to the holders
of the Senior Debt before holders of any Securities would be entitled to receive
any payment with respect to the Securities of any series; and

                      (2) until all Senior Debt is paid in full in cash or other
payment satisfactory to the holders of the Senior Debt, any distribution to
which holders of Securities of any series would be entitled but for this Article
XI shall be made to holders of Senior Debt, as their interests may appear.

        SECTION 11.03. Default on Senior Debt and/or Designated Senior Debt. No
payment or distribution may be made by the Company to the Trustee or any holder
of Securities of any series in respect of Obligations with respect to Securities
of any series and the Company may not acquire from the Trustee or any holder of
Securities any Securities until all Senior Debt has been paid in full in cash or
other payment satisfactory to the holders of the Senior Debt if:

                  (i) a default in the payment of any principal of, premium, if
any, interest, rent 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 at least 365 days shall have elapsed
since the effectiveness of the immediately prior Payment Blockage Notice. 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 Notice.


                                      -47-
<PAGE>

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

                      (1) in the case of a payment default, upon the date upon
which the default is cured or waived or ceases to exist, or

                      (2) in the case of a nonpayment default referred to in
Section 11.03(ii) hereof, the earlier of the date upon which the default is
cured or waived ceases to exist or 179 days after notice is received if the
maturity of such Designated Senior Debt has not 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 Securities. In the event of the
acceleration of the Securities because of an Event of Default, the Company may
not make any payment or distribution to the Trustee or any holder of Securities
in respect of Obligations with respect to Securities and may not acquire or
purchase from the Trustee or any holder of Securities any Securities until all
Senior Debt has been paid in full in cash or other payment satisfactory to the
holders of Senior Debt or such acceleration is rescinded in accordance with the
terms of this Indenture.

        If payment of the Securities is accelerated because of an Event of
Default, the Company or the Trustee shall promptly notify holders of Senior Debt
or trustee(s) of such Senior Debt of the acceleration.

        SECTION 11.05. When Distribution Must Be Paid Over. In the event that
the Trustee, any holder of Securities or any other Person receives any payment
or distributions of assets of the Company of any kind with respect to the
Securities in contravention of any terms contained in this Indenture, whether in
cash, property or securities, including, without limitation by way of set-off or
otherwise, then such payment shall be held by the recipient in trust for the
benefit of holders of Senior Debt, and shall be immediately paid over and
delivered to the holders of Senior Debt or the representative(s), to the extent
necessary to make payment in full of all Senior Debt remaining unpaid, after
giving effect to any concurrent payment or distribution or provision therefore,
to or for the holders of Senior Debt; provided that the foregoing shall apply to
the Trustee only if the Trustee has actual knowledge (as determined in
accordance with Section 11.11) that such payment or distribution is prohibited
by this Indenture.

        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 Securities 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.


                                      -48-
<PAGE>

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

        SECTION 11.07. Subrogation. After all Senior Debt is paid in full and
until the Securities are paid in full, holders of Securities shall be subrogated
(equally and ratably with all other indebtedness pari passu with the Securities)
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
Securities 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 Securities is not, as between the Company and holders of
Securities, a payment by the Company on the Securities.

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

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

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

                      (3) prevent the Trustee or any holder of Securities 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 Securities.

        If the Company fails because of this Article XI to pay principal of or
interest on a Security 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 Securities shall be impaired by any act or failure to act by
the Company or any holder of Securities 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 Securities 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


                                      -49-
<PAGE>

trustee or agent or other Person making any distribution to the Trustee or to
the holders of Securities 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 (other
than pursuant to Section 11.04), and the Trustee may continue to make payments
on the Securities, unless a Trust Officer shall have received at least two
Business Days prior to the date of such payment or distribution written notice
of facts that would cause such payment or distribution with respect to the
Securities to violate this Article XI. Only the Company or a Representative may
give the notice.

        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
Security 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 Securities.

        SECTION 11.13. Article Applicable to Paying Agents. In case at any time
any Paying Agent other than the Trustee shall have been appointed by the Company
and be then acting hereunder, the term "Trustee" as used in this Article XI
shall in such case (unless the context otherwise requires) be construed as
extending to and including such Paying Agent within its meaning as fully for all
intents and purposes as if such Paying Agent were named in this Article XI in
addition to or in place of the Trustee; provided, however, that the second and
third paragraphs of Section 11.11 shall not apply to the Company or any
Subsidiary of the Company if it or such Subsidiary acts as Paying Agent.

        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.


                                      -50-
<PAGE>

        SECTION 11.15. Permitted Payments. Notwithstanding anything to the
contrary in this Article XI, the holders of Securities may receive and retain at
any time on or prior to the Maturity Date (i) securities that are subordinated
to at least the same extent as the Securities to (a) Senior Debt and (b) any
securities issued in exchange for Senior Debt and (ii) payments and other
distributions made from any trust created pursuant to Section 8.01 hereof.

        [SECTION 11.16. Certain Conversions Deemed Payment. For the purposes of
this Article XI only, (1) the issuance and delivery of junior securities upon
conversion of Securities in accordance with Article XII shall not be deemed to
constitute a payment or distribution on account of the principal of (or premium,
if any) or interest on Securities or on account of the purchase or other
acquisition of Securities, and (2) the payment, issuance or delivery of cash
(except in satisfaction of fractional shares pursuant to Section 12.03),
property or securities (other than junior securities) upon conversion of a
Security shall be deemed to constitute payment on account of the principal of
such Security. For the purposes of this Section 11.16, the term "junior
securities" means (a) shares of any stock of any class of the Company, or (b)
securities of the Company which are subordinated in right of payment to all
Senior Debt which may be outstanding at the time of issuance or delivery of such
securities to substantially the same extent as, or to a greater extent than, the
Securities are so subordinated as provided in this Article. Nothing contained in
this Article XI or elsewhere in this Indenture or in the Securities is intended
to or shall impair, as among the Company, its creditors other than holders of
Senior Debt and the Holders of Securities, the right, which is absolute and
unconditional, of the Holder of any Security to convert such Security in
accordance with Article XII.]

                                   ARTICLE XII

                            CONVERSION OF SECURITIES

        SECTION 12.01. Applicability of Article. The provisions of this Article
shall be applicable to the Securities of any series which are convertible into
shares of Common Stock of the Company, and the issuance of such shares of Common
Stock upon the conversion of such Securities, except as otherwise specified as
contemplated by Section 2.02 for the Securities of such series.

        SECTION 12.02. Exercise of Conversion Privilege. In order to exercise a
conversion privilege, the holder of a Security of a series with such a privilege
shall surrender such Security to the Company at the office or agency maintained
for that purpose pursuant to Section 4.03, accompanied by a duly executed
conversion notice to the Company substantially in the form set forth in Exhibit
A stating that the holder elects to convert such Security or a specified portion
thereof. Such notice shall also state, if different from the name and address of
such holder, the name or names (with address) in which the certificate or
certificates for shares of Common Stock, which shall be issuable on such
conversion, shall be issued. Securities surrendered for conversion shall (if so
required by the Company or the Trustee) be duly endorsed by or accompanied by
instruments of transfer in forms satisfactory to the Company and the Trustee
duly executed by the registered holder or its attorney duly authorized in
writing; and Securities so surrendered for conversion (in whole or in part)
during the period from the close of business on any Regular Record Date to the
opening of


                                      -51-
<PAGE>

business on the next succeeding Interest Payment Date (excluding Securities or
portions thereof called for redemption during the period beginning at the close
of business on a Regular Record Date and ending at the opening of business on
the first Business Day after the next succeeding Interest Payment Date, or if
such Interest Payment Date is not a Business Day, the second such Business Day)
shall also be accompanied by payment in funds acceptable to the Company of an
amount equal to the interest payable on such Interest Payment Date on the
principal amount of such Security then being converted, and such interest shall
be payable to such registered holder notwithstanding the conversion of such
Security, subject to the provisions of Section 2.13 relating to the payment of
Defaulted Interest by the Company. As promptly as practicable after the receipt
of such notice and of any payment required pursuant to a Board Resolution and,
subject to Section 2.03, set forth, or determined in the manner provided, in an
Officers' Certificate, or established in one or more indentures supplemental
hereto setting forth the terms of such series of Security, and the surrender of
such Security in accordance with such reasonable regulations as the Company may
prescribe, the Company shall issue and shall deliver, at the office or agency at
which such Security is surrendered, to such holder or on its written order, a
certificate or certificates for the number of full shares of Common Stock
issuable upon the conversion of such Security (or specified portion thereof), in
accordance with the provisions of such Board Resolution, Officers' Certificate
or supplemental indenture, and cash as provided therein in respect of any
fractional share of such Common Stock otherwise issuable upon such conversion.
Such conversion shall be deemed to have been effected immediately prior to the
close of business on the date on which such notice and such payment, if
required, shall have been received in proper order for conversion by the Company
and such Security shall have been surrendered as aforesaid (unless such holder
shall have so surrendered such Security and shall have instructed the Company to
effect the conversion on a particular date following such surrender and such
holder shall be entitled to convert such Security on such date, in which case
such conversion shall be deemed to be effected immediately prior to the close of
business on such date) and at such time the rights of the holder of such
Security as such Security Holder shall cease and the person or persons in whose
name or names any certificate or certificates for shares of Common Stock of the
Company shall be issuable upon such conversion shall be deemed to have become
the holder or holders of record of the shares represented thereby. Except as set
forth above, no payment or adjustment shall be made upon any conversion on
account of any interest accrued on the Securities (or any part thereof)
surrendered for conversion or on account of any dividends on the Common Stock of
the Company issued upon such conversion.

        In the case of any Security which is converted in part only, upon such
conversion the Company shall execute and the Trustee shall authenticate and
deliver to or on the order of the holder thereof, at the expense of the Company,
a new Security or Securities of the same series, of authorized denominations, in
aggregate principal amount equal to the unconverted portion of such Security.

        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 Securities. If more than one Security 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 Securities (or specified portions thereof to
the extent permitted


                                      -52-
<PAGE>

hereby) so surrendered for conversion. If any fractional share of stock
otherwise would be issuable upon the conversion of any Security or Securities,
the Company 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.

        SECTION 12.04. Taxes on Shares Issued. The issue of stock certificates
on conversions of Securities 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 Security 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 such tax or shall have established to the satisfaction of the Company that
such tax has been paid.

       SECTION 12.05. Adjustment of Conversion Price. The Conversion Price 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 Price in effect at the opening of business on the date
following the Record Date (as defined in Section 12.05(g)) fixed for the
determination of stockholders entitled to receive such dividend or other
distribution shall be reduced by multiplying such Conversion Price by a fraction
of which the numerator shall be the number of shares of Common Stock outstanding
at the close of business on the Record Date fixed for such determination and the
denominator shall be the sum of such number of shares and the total number of
shares constituting such dividend or other distribution, such reduction 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 Price shall
again be adjusted to the Conversion Price 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 Price in effect
at the opening of business on the day following the day upon which such
subdivision becomes effective shall be proportionately reduced, and, conversely,
if the outstanding shares of Common Stock shall be combined into a smaller
number of shares of Common Stock, the Conversion Price in effect at the opening
of business on the day following the day upon which such combination becomes
effective shall be proportionately increased, such reduction or increase, 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 at a price per share
less than the Current Market Price (as defined in Section 12.05(g)) on the
Record Date fixed for the determination of stockholders entitled to receive such
rights or warrants, the Conversion Price shall be adjusted so that the same
shall equal the price


                                      -53-
<PAGE>

determined by multiplying the Conversion Price in effect at the opening of
business on the date after such Record Date by a fraction of which the numerator
shall be the number of shares of Common Stock outstanding at the close of
business on the Record Date plus the number of shares which the aggregate
offering price of the total number of shares so offered would purchase at such
Current Market Price, and of which the denominator shall be the number of shares
of Common Stock outstanding on the close of business on the Record Date plus the
total number of additional shares of Common Stock so offered for subscription or
purchase. 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 are not delivered pursuant to such rights or warrants,
upon the expiration or termination of such rights or warrants the Conversion
Price shall be readjusted to be the Conversion Price 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
Price shall again be adjusted to be the Conversion Price 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 by 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)
(the foregoing hereinafter in this Section 12.05(d) called the "Distributions"),
then, in each such case, the Conversion Price shall be reduced so that the same
shall be equal to the price determined by multiplying the Conversion Price in
effect immediately prior to the close of business on the Record Date (as defined
in Section 12.05(g)) with respect to such distribution by a fraction of which
the numerator shall be the Current Market Price (determined as provided in
Section 12.05(g)) on such date less the fair market value (as determined 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
Distributions so distributed applicable to one share of Common Stock and the
denominator shall be such Current Market Price, such reduction 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 Distributions so distributed 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 Securities shall have the right to receive
upon conversion of a Security (or any portion thereof) the amount of
Distributions such holder would have received had such holder converted such
Security (or portion thereof) immediately prior to such Record Date. If such
dividend or distribution is not so paid or made, the Conversion Price shall
again be adjusted to be the Conversion Price which would then be


                                      -54-
<PAGE>

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, it must
in doing so consider the prices in such market over the same period used in
computing the Current Market Price pursuant to Section 12.05(g) to the extent
possible.

        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 Securities who converts a Security (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 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
Security into Common Stock.

        Rights or warrants distributed by the Company to all holders of Common
Stock entitling the holders thereof to subscribe for or purchase shares of the
Company's capital stock (either initially or under certain circumstances), which
rights or warrants, until the occurrence of a specified event or events
("Trigger Event"): (i) are deemed to be transferred with such shares of Common
Stock; (ii) are not exercisable; and (iii) are also issued in respect of future
issuances of Common Stock, shall be deemed not to have been distributed for
purposes of this Section 12.05(d) (and no adjustment to the Conversion Price
under this Section 12.05(d) shall be required) until the occurrence of the
earliest Trigger Event, whereupon such rights and warrants shall be deemed to
have been distributed and an appropriate adjustment to the Conversion Price
under this Section 12.05(d) shall be made. If any such rights or warrants,
including any such existing rights or warrants distributed prior to the Issue
Date, are subject to subsequent events, upon the occurrence of each of which
such rights or warrants shall become exercisable to purchase different
securities, evidences of indebtedness or other assets, then the occurrence of
each such event shall be deemed to be such date of issuance and Record Date with
respect to new rights or warrants (and a termination or expiration of the
existing rights or warrants without exercise by the holder thereof). In
addition, in the event of any distribution (or deemed distribution) of rights or
warrants, or any Trigger Event with respect thereto, that was counted for
purposes of calculating a distribution amount for which an adjustment to the
Conversion Price under this Section 12.05 was made, (1) in the case of any such
rights or warrants which shall all have been redeemed or repurchased without
exercise by any holders thereof, the Conversion Price shall be readjusted upon
such final redemption or repurchase to give effect to such distribution or
Trigger Event, as the case may be, as though it were a cash distribution, equal
to the per share redemption or repurchase price received by a holder or holders
of Common Stock with respect to such rights or warrants (assuming such holder
had retained such rights or warrants), made to all holders of Common Stock as of
the date of such redemption or repurchase, and (2) in the case of such rights or
warrants which shall have expired or been terminated without exercise by any
holders thereof, the Conversion Price shall be readjusted as if such rights and
warrants had not been issued.


                                      -55-
<PAGE>

        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(c) 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 Price reduction 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 Price reduction 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, by dividend or otherwise, distribute 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)) in an aggregate amount that,
combined together with (1) the aggregate amount of any other such all-cash
distributions to all holders of its Common Stock within the 12 months preceding
the date of payment of such distribution, and in respect of which no adjustment
pursuant to this Section 12.05(e) has been made, and (2) the aggregate of any
cash plus the fair market value (as determined by the Board of Directors, whose
determination shall be conclusive and described in a resolution of the Board of
Directors) of consideration payable in respect of any tender offer by the
Company or any of its subsidiaries for all or any portion of the Common Stock
(as contemplated in Section 12.05(f) hereof) concluded within the 12 months
preceding the date of payment of such distribution, and in respect of which no
adjustment pursuant to Section 12.05(f) has been made, exceeds 15% of the
product of the Current Market Price (determined as provided in Section 12.05(g))
on the Record Date with respect to such distribution times the number of shares
of Common Stock outstanding on such date, then, and in each such case,
immediately after the close of business on such date, the Conversion Price shall
be reduced so that the same shall equal the price determined by multiplying the
Conversion Price in effect immediately prior to the close of business on such
Record Date by a fraction (i) the numerator of which shall be equal to the
Current Market Price on the Record Date less an amount equal to the quotient of
(x) the excess of such combined amount over such 15% and (y) the number of
shares of Common Stock outstanding on the Record Date and (ii) the denominator
of which shall be equal to the Current Market Price on such Record 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 Record Date, in lieu of the foregoing adjustment,
adequate provision shall be made so that each holder of Securities shall have
the right to receive upon conversion of a Security (or any portion thereof) the
amount of cash such holder would have


                                      -56-
<PAGE>

received had such holder converted such Security (or portion thereof)
immediately prior to such Record Date. If such dividend or distribution is not
so paid or made, the Conversion Price shall again be adjusted to be the
Conversion Price which would then be in effect if such dividend or distribution
had not been declared. Any cash distribution to all holders of Common Stock as
to which the Company makes the election permitted by Section 12.05(m) and as to
which the Company has complied with the requirements of such Section shall be
treated as not having been made for all purposes of this Section 12.05(e).

            (f) If a tender offer made by the Company or any of its subsidiaries
for all or any portion of the Common Stock expires and such tender 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 offer)
of Purchased Shares (as defined below)) of an aggregate consideration having a
fair market value (as determined by the Board of Directors, whose determination
shall be conclusive and described in a resolution of the Board of Directors)
that, combined together with (1) the aggregate of the cash plus the fair market
value (as determined by the Board of Directors, whose determination shall be
conclusive and described in a resolution of the Board of Directors), as of the
expiration of such tender offer, of consideration payable in respect of any
other tender offers, by the Company or any of its subsidiaries for all or any
portion of the Common Stock, expiring within the 12 months preceding the
expiration of such tender offer and in respect of which no adjustment pursuant
to this Section 12.05(f) has been made and (2) the aggregate amount of any such
all-cash distributions to all holders of the Common Stock (as contemplated in
Section 12.05(e) hereof) within 12 months preceding the expiration of such
tender offer and in respect of which no adjustment pursuant to Section 12.05(e)
has been made, exceeds 15% of the product of the Current Market Price
(determined as provided in Section 12.05(g)) as of the last time (the
"Expiration Time") tenders could have been made pursuant to such tender offer
(as it may be amended) times the number of shares of Common Stock outstanding
(including any tendered shares) on the Expiration Time, then, and in each such
case, immediately prior to the opening of business on the day after the date of
the Expiration Time, the Conversion Price shall be adjusted so that the same
shall equal the price determined by multiplying the Conversion Price in effect
immediately prior to close of business on the date of the Expiration Time by a
fraction of which the numerator shall be the number of shares of Common Stock
outstanding (including any tendered shares) on the Expiration Time multiplied by
the Current Market Price of the Common Stock on the trading day next succeeding
the Expiration Time and the denominator shall be the sum of (x) the fair market
value (determined as aforesaid) of the aggregate consideration payable to
stockholders based on the acceptance (up to any maximum specified in the terms
of the tender 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 (y) the product of the number of
shares of Common Stock outstanding (less any Purchased Shares) on the Expiration
Time and the Current Market Price of the Common Stock on the Trading Day next
succeeding the Expiration Time, such reduction (if any) to become effective
immediately prior to the opening of business on the day following the Expiration
Time. 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 Price
shall again be adjusted to be the Conversion Price which would then be in effect
if


                                      -57-
<PAGE>

such tender offer had not been made. If the application of this Section 12.05(f)
to any tender offer would result in an increase in the Conversion Price, 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 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 Prices 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 Price 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 Price 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 Price 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 Price 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


                                      -58-
<PAGE>

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 Price 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 Price 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 Price are called for pursuant to this
Section 12.05, such 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 reductions in the Conversion Price, 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.


                                      -59-
<PAGE>

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

            (i) No adjustment in the Conversion Price 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(i) 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.

            (j) Whenever the Conversion Price 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 Price
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 Price setting forth the
adjusted Conversion Price and the date on which each adjustment becomes
effective and shall mail such notice of such adjustment of the Conversion Price
to each holder of Securities 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.

            (k) 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 Security 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.

            (l) 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.


                                      -60-
<PAGE>

            (m) In lieu of making any adjustment to the Conversion Price
pursuant to Section 12.05(e), the Company may elect to reserve an amount of cash
for distribution to the holders of Securities upon the conversion of the
Securities so that any such holder converting Securities will receive upon such
conversion, in addition to the shares of Common Stock and other items to which
such holder is entitled, the full amount of cash which such holder would have
received if such holder had, immediately prior to the Record Date for such
distribution of cash, converted its Securities into Common Stock, together with
any interest accrued with respect to such amount, in accordance with this
Section 12.05(m). The Company may make such election by providing an Officers'
Certificate to the Trustee to such effect on or prior to the payment date for
any such distribution and depositing with the Trustee on or prior to such date
an amount of cash equal to the aggregate amount that the holders of Securities
would have received if such holders had, immediately prior to the Record Date
for such distribution, converted all of the Securities into Common Stock. Any
such funds so deposited by the Company with the Trustee shall be invested by the
Trustee in U.S. Government Obligations with a maturity not more than three (3)
months from the date of issuance. Upon conversion of Securities by a holder
thereof, such holder shall be entitled to receive, in addition to the Common
Stock issuable upon conversion, an amount of cash equal to the amount such
holder would have received if such holder had, immediately prior to the Record
Date for such distribution, converted its Security into Common Stock, along with
such holder's pro-rata share of any accrued interest earned as a consequence of
the investment of such funds. Promptly after making an election pursuant to this
Section 12.05(m), the Company shall give or shall cause to be given notice to
all holders of Securities of such election, which notice shall state the amount
of cash per $1,000 principal amount of Securities such holders shall be entitled
to receive (excluding interest) upon conversion of the Securities as a
consequence of the Company having made such election.

        SECTION 12.06. Effect of Reclassification, Consolidation, Merger or
Sale. If any of the following events occur: (i) any 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) any 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) with respect to or in exchange for such Common Stock,
or (iii) any sale or conveyance of the properties and assets of the Company as
an entirety or substantially as an entirety to 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) 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 the Securities of a series then outstanding shall be
convertible into the kind and amount of shares of stock and other securities or
property or assets (including cash) receivable upon such reclassification,
change, consolidation, merger, combination, sale or conveyance by a holder of a
number of shares of Common Stock issuable upon conversion of such Securities
(assuming, for such purposes, a sufficient number of authorized shares of Common
Stock available to convert all such Securities) immediately prior to such
reclassification, change, consolidation, merger, combination, sale or conveyance
assuming such holder of Common Stock did not exercise


                                      -61-
<PAGE>

his or her rights of election, if any, as to the kind or amount of securities,
cash or other property receivable upon such consolidation, merger, statutory
exchange, sale or conveyance (provided that, if the kind or amount of
securities, cash or other property receivable upon such consolidation, merger,
statutory exchange, sale or conveyance is not the same for each share of Common
Stock in respect of which such rights of election have not been exercised
("non-electing share"), then, for the purposes of this Section 12.06, the kind
and amount of securities, cash or other property receivable upon such
consolidation, merger, statutory exchange, sale or conveyance for each
non-electing share shall be deemed to be the kind and amount so receivable per
share by a plurality of the non-electing shares). 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
or conveyance, 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 reclassification, change, consolidation, merger,
combination, sale or conveyance, 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 Securities 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 Securities 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 and conveyances.

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

        SECTION 12.07. 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 all outstanding Securities of any series that
has conversion rights.

        Before taking any action which would cause an adjustment reducing the
Conversion Price below the then par value, if any, of the shares of Common Stock
issuable upon conversion of any outstanding Securities of any series that has
conversion rights, 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 Price;
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 that may be issued
upon conversion of Securities will be fully paid and non-assessable by the
Company and free from all taxes, liens and charges with respect to the issue
thereof.


                                      -62-
<PAGE>

        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 Securities of any series that has
conversion rights 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 such Securities to be so listed and kept listed.

        SECTION 12.08. Responsibility of Trustee. The Trustee shall not at any
time be under any duty of responsibility to any holders of Securities that may
be to determine whether any facts exist which may require any adjustment of the
Conversion Price, 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 Security
of any series that has conversion rights; 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 Security of any series
that has conversion rights 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 Securities of any series that
has conversions rights upon the conversion of their Securities 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 12.09. Notice to Holders Prior to Certain Actions. If

            (a) the Company declares a dividend (or any other distribution) on
its Common Stock (other than in cash out of retained earnings or other than a
dividend that results in an adjustment in the Conversion Price pursuant to
Section 12.05 as to which the Company has made an election in accordance with
Section 12.05(m)); 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


                                      -63-
<PAGE>

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 Securities 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.

                                  ARTICLE XIII

                                  SINKING FUNDS

        SECTION 13.01. Applicability of Article. The provisions of this Article
shall be applicable to any sinking fund for the retirement of Securities of any
series except as otherwise specified as contemplated by Section 2.02 for such
Securities.

        The minimum amount of any sinking fund payment provided for by the terms
of any Securities is herein referred to as a "mandatory sinking fund payment,"
and any payment in excess of such minimum amount provided for by the terms of
such Securities is herein referred to as an "optional sinking fund payment." If
provided for by the terms of any Securities, the cash amount of any sinking fund
payment may be subject to reduction as provided in Section 13.02. Each sinking
fund payment shall be applied to the redemption of Securities as provided for by
the terms of such Securities.

        SECTION 13.02. Satisfaction of Sinking Fund Payments with Securities.
The Company (1) may deliver outstanding Securities of a series (other than any
previously called for redemption) and (2) may apply as a credit Securities of a
series which have been redeemed either at the election of the Company pursuant
to the terms of such Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, in each case in
satisfaction of all or any part of any sinking fund payment with respect to any
Securities of such series required to be made pursuant to the terms of such
Securities as and to the extent provided for by the terms of such Securities;
provided that the Securities to be so credited have not been previously so
credited. The Securities to be so credited shall be received and credited for
such purpose by the Trustee at the


                                      -64-
<PAGE>

Redemption Price, as specified in the Securities so to be redeemed, for
redemption through operation of the sinking fund and the amount of such sinking
fund payment shall be reduced accordingly.

        SECTION 13.03. Redemption of Securities for Sinking Fund Not fewer than
60 days prior to each sinking fund payment date for any Securities, the Company
will deliver to the Trustee an Officers' Certificate specifying the amount of
the next ensuing sinking fund payment for such Securities pursuant to the terms
of such Securities, the portion thereof, if any, which is to be satisfied by
payment of cash and the portion thereof, if any, which is to be satisfied by
delivering and crediting Securities pursuant to Section 13.02 and will also
deliver to the Trustee any Securities to be so delivered. Not fewer than 30 days
prior to each such sinking fund payment date, the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 3.03 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in
Section 3.04. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
3.05 and 3.06.

                                   ARTICLE XIV

                        DEFEASANCE OF COVENANT DEFEASANCE

        SECTION 14.01. Company's Option to Effect Defeasance or Covenant
Defeasance. The Company may elect, at its option at any time, to have Section
14.02 or Section 14.03 applied to any Securities or any series of Securities, as
the case may be, designated pursuant to Section 2.02 as being defeasible
pursuant to such Section 14.02 or 14.03, in accordance with any applicable
requirements provided pursuant to Section 2.02 and upon compliance with the
conditions set forth below in this Article. Any such election shall be evidenced
by a Board Resolution or in another manner specified as contemplated by Section
2.02 for such Securities.

        SECTION 14.02. Defeasance and Discharge. Upon the Company's exercise of
its option (if any) to have this Section applied to any Securities or any series
of Securities, as the case may be, the Company shall be deemed to have been
discharged from its obligations, and the provisions of Article XI shall cease to
be effective, with respect to such Securities as provided in this Section on and
after the date the conditions set forth in Section 14.04 are satisfied
(hereinafter called "Defeasance"). For this purpose, such Defeasance means that
the Company shall be deemed to have paid and discharged the entire indebtedness
represented by such Securities and to have satisfied all its other obligations
under such Securities and this Indenture insofar as such Securities are
concerned (and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same), subject to the following which shall
survive until otherwise terminated or discharged hereunder:

                      (1) the rights of Holders of such Securities to receive,
solely from the trust fund described in Section 14.04 and as more fully set
forth in such Section, payments in respect of the principal of and any premium
and interest on such Securities when payments are due;



                                      -65-
<PAGE>

                      (2) the Company's obligations with respect to such
Securities under Sections 2.07, 2.08, 2.11, 4.03 and 4.04, and, if applicable,
Article XII;

                      (3) the rights, powers, trusts, duties and immunities of
the Trustee hereunder; and

                      (4) this Article.

        Subject to compliance with this Article, the Company may exercise its
option (if any) to have this Section applied to any Securities notwithstanding
the prior exercise of its option (if any) to have Section 13.03 applied to such
Securities.

        SECTION 14.03. Covenant Defeasance. Upon the Company's exercise of its
option (if any) to have this Section applied to any Securities or any series of
Securities, as the case may be:

                      (1) the Company shall be released from its obligations
under Section 4.08 and any covenants provided pursuant to Sections 2.02(19),
6.01(d) or 9.01(g) for the benefit of the Holders of such Securities;

                      (2) the occurrence of any event specified in Section
6.01(d) (with respect to any of Section 4.08 and any such covenants provided
pursuant to Sections 2.02(19) and 9.01(g)), shall be deemed not to be or result
in an Event of Default; and

                      (3) the provisions of Article XI shall cease to be
effective,

in each case with respect to such Securities or series of Securities as provided
in this Section on and after the date the conditions set forth in Section 14.04
are satisfied (hereinafter called "Covenant Defeasance"). For this purpose, such
Covenant Defeasance means that, with respect to such Securities, the Company may
omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such specified Section (to the extent
so specified in the case of Section 6.01(d)) or Article XI, whether directly or
indirectly by reason of any reference elsewhere herein to any such Section or
Article or by reason of any reference in any such Section or Article to any
other provision herein or in any other document, but the remainder of this
Indenture and such Securities shall be unaffected thereby.

        SECTION 14.04.Conditions to Defeasance or Covenant Defeasance. The
following shall be the conditions to the application of Section 14.02 or Section
14.03 to any Securities or any series of Securities, as the case may be:

                      (1) The Company shall irrevocably have deposited or caused
to be deposited with the Trustee (or another trustee which satisfies the
requirements contemplated by Section 10.10 and agrees to comply with the
provisions of this Article applicable to it) as trust funds in trust for the
purpose of making the following payments, specifically pledged as security for,
and dedicated solely to, the benefits of the Holders of such Securities,



                                      -66-
<PAGE>

                              (A) in the case of Securities of a series
denominated in currency of the United States of America:

                  (i) cash in currency of the United States of America in an
amount; or

                  (ii) U.S. Government Obligations which through the scheduled
payment of principal and interest in respect thereof in accordance with their
terms will provide, not later than one day before the due date of any payment,
an amount in cash; or

                  (iii) a combination thereof; or

                              (B) in the case of Securities of a series
denominated in currency other than that of the United States of America:

                  (i)cash in the currency in which such series of Securities is
denominated in an amount; or

                  (ii) Foreign Government Obligations which through the
scheduled payment of principal and interest in respect thereof in accordance
with their terms will provide, not later than one day before the due date of any
payment, an amount in cash; or

                  (iii) a combination thereof,

in each case sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, and which shall be applied by
the Trustee (or any such other qualifying trustee) to pay and discharge, the
principal of and any premium and interest on such Securities on the respective
Stated Maturities, in accordance with the terms of this Indenture and such
Securities.

                      (2) In the event of an election to have Section 14.02
apply to any Securities or any series of Securities, as the case may be, the
Company shall have delivered to the Trustee an Opinion of Counsel stating that:

                              (A) the Company has received from, or there has
been published by, the Internal Revenue Service a ruling; or

                              (B) since the date of this instrument, there has
been a change in the applicable Federal income tax law, in either case (A) or
(B) to the effect that, and based thereon such opinion shall confirm that, the
Holders of such Securities will not recognize gain or loss for Federal income
tax purposes as a result of the deposit, Defeasance and discharge to be effected
with respect to such Securities and will be subject to Federal income tax on the
same amount, in the same manner and at the same times as would be the case if
such deposit, Defeasance and discharge were not to occur.


                                      -67-
<PAGE>

                      (3) In the event of an election to have Section 14.03
apply to any Securities or any series of Securities, as the case may be, the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that the Holders of such Securities will not recognize gain or loss for Federal
income tax purposes as a result of the deposit and Covenant Defeasance to be
effected with respect to such Securities and will be subject to Federal income
tax on the same amount, in the same manner and at the same times as would be the
case if such deposit and Covenant Defeasance were not to occur.

                      (4) The Company shall have delivered to the Trustee an
Officers' Certificate to the effect that neither such Securities nor any other
Securities of the same series, if then listed on any securities exchange, will
be delisted as a result of such deposit.

                      (5) No event which is, or after notice or lapse of time or
both would become, an Event of Default with respect to such Securities or any
other Securities shall have occurred and be continuing at the time of such
deposit or, with regard to any such event specified in Sections 6.01(e) and (f),
at any time on or prior to the 90th day after the date of such deposit (it being
understood that this condition shall not be deemed satisfied until after such
90th day).

                      (6) Such Defeasance or Covenant Defeasance shall not cause
the Trustee to have a conflicting interest within the meaning of the Trust
Indenture Act (assuming all Securities are in default within the meaning of such
Act).

                      (7) Such Defeasance or Covenant Defeasance shall not
result in a breach or violation of, or constitute a default under, any other
agreement or instrument to which the Company is a party or by which it is bound.

                      (8) Such Defeasance or Covenant Defeasance shall not
result in the trust arising from such deposit constituting an investment company
within the meaning of the Investment Company Act unless such trust shall be
registered under such Act or exempt from registration thereunder.

                      (9) At the time of such deposit:

                              (A) no default in the payment of any principal of
or premium or interest on any Senior Debt shall have occurred and be continuing;

                              (B) no event of default with respect to any Senior
Debt shall have resulted in such Senior Debt becoming, and continuing to be, due
and payable prior to the date on which it would otherwise have become due and
payable (unless payment of such Senior Debt has been made or duly provided for);
and

                              (C) no other event of default with respect to any
Senior Debt shall have occurred and be continuing permitting (after notice or
lapse of time or both) the holders of such Senior Debt (or a trustee on behalf
of such holders) to declare such Senior Debt due and payable prior to the date
on which it would otherwise have become due and payable.


                                      -68-
<PAGE>

                      (10) The Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent with respect to such Defeasance or Covenant Defeasance have
been complied with.

        SECTION 14.05. Deposited Money, U.S. Government Obligations and Foreign
Government Obligations to be Held in Trust; Miscellaneous Provisions. Subject to
the provisions of the last paragraph of Section 4.04, all money, U.S. Government
Obligations and Foreign Government Obligations (including the proceeds thereof)
deposited with the Trustee or other qualifying trustee (solely for purposes of
this Section and Section 14.06, the Trustee and any such other trustee are
referred to collectively as the "Trustee") pursuant to Section 14.04 in respect
of any Securities shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any such Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Holders of
such Securities, of all sums due and to become due thereon in respect of
principal and any premium and interest, but money so held in trust need not be
segregated from other funds except to the extent required by law. Money, U.S.
Government Obligations and Foreign Government Obligations so held in trust shall
not be subject to the provisions of Article XIV.

        The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations or
Foreign Government Obligations deposited pursuant to Section 14.04 or the
principal and interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders of Outstanding
Securities.

        Anything in this Article to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money, U.S. Government Obligations or Foreign Government Obligations held by it
as provided in Section 14.04 with respect to any Securities which, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect the Defeasance or Covenant Defeasance, as the case may be, with respect
to such Securities.

        SECTION 14.06. Reinstatement. If the Trustee or the Paying Agent is
unable to apply any money in accordance with this Article with respect to any
Securities by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, then
the obligations under this Indenture and such Securities from which the Company
has been discharged or released pursuant to Section 14.02 or 14.03 shall be
revived and reinstated as though no deposit had occurred pursuant to this
Article with respect to such Securities, until such time as the Trustee or
Paying Agent is permitted to apply all money held in trust pursuant to Section
14.05 with respect to such Securities in accordance with this Article; provided,
however, that if the Company makes any payment of principal of or any premium or
interest on any such Security following such reinstatement of its obligations,
the Company shall be subrogated to the rights (if any) of the Holders of such
Securities to receive such payment from the money so held in trust.


                                      -69-
<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:
                                           -------------------------------------
                                           Name:
                                           Title:

                                       STATE STREET BANK AND TRUST COMPANY

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



<PAGE>
                                                                       EXHIBIT A

                           [FORM OF FACE OF SECURITY]

                           [Global Securities Legend]

            [The following legend shall appear on the face of each Global
Security:

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

        [The following legend shall appear on the face of each Global Security
for which The Depository Trust Company is to be the Depositary:

        UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITARY 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
SECURITIES 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.]

        [INSERT ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE AND THE
REGULATIONS THEREUNDER.]


<PAGE>

                             AMKOR TECHNOLOGY, INC.

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


        NO.                                                         $
            ---------                                                -----------
                                                               CUSIP:
                                                                     -----------

        Amkor Technology, Inc., a corporation duly organized and existing under
the laws of Delaware (herein called the "Company," which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to _______________________________, or
registered assigns, the principal sum of
________________________________________ Dollars on ____________ [IF THE
SECURITY IS TO BEAR INTEREST PRIOR TO MATURITY, INSERT -- , and to pay interest
thereon from _________ or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually on ___________ and
__________ in each year, commencing _______________, at the rate of ____% per
annum, until the principal hereof is paid or made available for payment [IF
APPLICABLE, INSERT -- , provided that any principal and premium, and any such
installment of interest, which is overdue shall bear interest at the rate of
___% per annum (to the extent that the payment of such interest shall be legally
enforceable), from the dates such amounts are due until they are paid or made
available for payment, and such interest shall be payable on demand]. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the ___________ or ___________ (whether or not a Business Day), as the case may
be, next preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture].

        [IF THE SECURITY IS NOT TO BEAR INTEREST PRIOR TO MATURITY, INSERT --
The principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal and any overdue premium shall
bear interest at the rate of ___% per annum (to the extent that the payment of
such interest shall be legally enforceable), from the dates such amounts are due
until they are paid or made available for payment. Interest on any overdue
principal or premium shall be payable on


                                       A-2

<PAGE>

demand. Any such interest on overdue principal or premium which is not paid on
demand shall bear interest at the rate of ___% per annum (to the extent that the
payment of such interest on interest shall be legally enforceable), from the
date of such demand until the amount so demanded is paid or made available for
payment. Interest on any overdue interest shall be payable on demand.] Payment
of the principal of (and premium, if any) and [IF APPLICABLE, INSERT -- any
such] interest on this Security will be made at the office or agency of the
Company maintained for that purpose in _____________________, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts [IF APPLICABLE, INSERT --;
provided, however, that at the option of the Company payment of interest may be
made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register].

        Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

        Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

        IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

Dated:                                     AMKOR TECHNOLOGY, INC.
      -------------------------------

                                           By:
                                              ----------------------------------

                                           Title:
                                                 -------------------------------

ATTEST:

This is one of the Securities described
In the within-mentioned Indenture:

STATE STREET BANK AND
TRUST COMPANY,
as Trustee

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



                                       A-3
<PAGE>

                          [FORM OF REVERSE OF SECURITY]

        This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of ____________, 200_ (herein called the
"Indenture," which term shall have the meaning assigned to it in such
instrument), between the Company and U.S. Bank National Association, as Trustee
(herein called the "Trustee," which term includes any successor trustee under
the Indenture), and reference is hereby made to the Indenture and all indentures
supplemental thereto for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the Trustee, the
holders of Senior Debt and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof [IF APPLICABLE,
INSERT -- , limited in aggregate principal amount to $_________].

        [IF APPLICABLE, INSERT - The Securities of this series are subject to
redemption upon not less than [IF APPLICABLE, INSERT - 30] days' notice by mail,
[IF APPLICABLE, INSERT -- (1) on _____________ in any year commencing with the
year _____ and ending with the year _____ through operation of the sinking fund
for this series at a Redemption Price equal to 100% of the principal amount, and
(2)] at any time [IF APPLICABLE, INSERT -- on or after _____________, 20__], as
a whole or in part, at the election of the Company, at the following Redemption
Prices (expressed as percentages of the principal amount): If redeemed [IF
APPLICABLE, INSERT -- on or before ______________, ___%, and if redeemed] during
the 12-month period beginning ________ of the years indicated,

<TABLE>
<CAPTION>
    YEAR           REDEMPTION PRICE           YEAR             REDEMPTION PRICE
    ----           ----------------           ----             ----------------
<S>                <C>                        <C>              <C>





</TABLE>

        and thereafter at a Redemption Price equal to _____% of the principal
amount, together in the case of any such redemption [IF APPLICABLE, INSERT --
(whether through operation of the sinking fund or otherwise)] with accrued
interest to the Redemption Date, but interest installments whose Stated Maturity
is on or prior to such Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.]

        [IF APPLICABLE, INSERT --The Securities of this series are subject to
redemption upon not less than [IF APPLICABLE, INSERT -- 30] days' notice by
mail, (1) on _________ in any year commencing with the year _____ and ending
with the year _____ through operation of the sinking fund for this series at the
Redemption Prices for redemption through operation of the sinking fund
(expressed as percentages of the principal amount) set forth in the table below,
and (2) at any time [IF APPLICABLE, INSERT -- on or after __________], as a
whole or in part, at the election of the Company, at the Redemption Prices for
redemption otherwise than through operation of the sinking fund (expressed



                                      A-4
<PAGE>

as percentages of the principal amount) set forth in the table below: If
redeemed during the 12-month period beginning ________ of the years indicated,

<TABLE>
<CAPTION>
           REDEMPTION PRICE FOR REDEMPTION      REDEMPTION PRICE FOR REDEMPTION
           THROUGH OPERATION OF THE SINKING     THROUGH OPERATION OF THE SINKING
  YEAR                  FUND                                 FUND
  ----     --------------------------------     --------------------------------
<S>        <C>                                  <C>



</TABLE>

        and thereafter at a Redemption Price equal to ___% of the principal
amount, together in the case of any such redemption (whether through operation
of the sinking fund or otherwise) with accrued interest to the Redemption Date,
but interest installments whose Stated Maturity is on or prior to such
Redemption Date will be payable to the Holders of such Securities, or one or
more Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

        [IF APPLICABLE, INSERT -- Notwithstanding the foregoing, the Company may
not, prior to __________, redeem any Securities of this series as contemplated
by [IF APPLICABLE, INSERT -- Clause (2) of] the preceding paragraph as a part
of, or in anticipation of, any refunding operation by the application, directly
or indirectly, of moneys borrowed having an interest cost to the Company
(calculated in accordance with generally accepted financial practice) of less
than ___% per annum.]

        [IF APPLICABLE, INSERT -- The sinking fund for this series provides for
the redemption on ___________, in each year beginning with the year _____ and
ending with the year _____ of [IF APPLICABLE, INSERT - not less than $__________
("mandatory sinking fund") and not more than] $___________ aggregate principal
amount of Securities of this series. Securities of this series acquired or
redeemed by the Company otherwise than through [IF APPLICABLE, INSERT --
mandatory] sinking fund payments may be credited against subsequent [IF
APPLICABLE, INSERT -- mandatory] sinking fund payments otherwise required to be
made IF APPLICABLE, INSERT --, in the inverse order in which they become due].]

        [IF THE SECURITY IS SUBJECT TO REDEMPTION OF ANY KIND, INSERT -- In the
event of redemption of this Security in part only, a new Security or Securities
of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.]

        [IF APPLICABLE, INSERT -- The Indenture contains provisions for
defeasance at any time of [the entire indebtedness of this Security] [or]
[certain restrictive covenants and Events of Default with respect to this
Security] [, in each case] upon compliance with certain conditions set forth in
the Indenture.]

        [IF THE SECURITY IS CONVERTIBLE INTO COMMON STOCK OF THE COMPANY, INSERT
-- Subject to the provisions of the Indenture, the Holder of this Security is
entitled, at its option, at any time on or before [INSERT DATE] (except that, in
case this Security or any portion hereof shall be called for redemption, such
right shall terminate with respect to this Security or portion hereof, as the
case may

                                       A-5
<PAGE>


be, so called for redemption at the close of business on the first Business Day
next preceding the date fixed for redemption as provided in the Indenture unless
the Company defaults in making the payment due upon redemption), to convert the
principal amount of this Security (or any portion hereof which is $1,000 or an
integral multiple thereof), into fully paid and non-assessable shares
(calculated as to each conversion to the nearest 1/100th of a share) of the
Common Stock of the Company, as said shares shall be constituted at the date of
conversion, at the conversion price of $_____________ principal amount of
Securities for each share of Common Stock, or at the adjusted conversion price
in effect at the date of conversion determined as provided in the Indenture,
upon surrender of this Security, together with the conversion notice hereon duly
executed, to the Company at the designated office or agency of the Company in
____________, accompanied (if so required by the Company) by instruments of
transfer, in form satisfactory to the Company and to the Trustee, duly executed
by the Holder or by its duly authorized attorney in writing.

        Such surrender shall, if made during any period beginning at the close
of business on a Regular Record Date and ending at the opening of business on
the Interest Payment Date next following such Regular Record Date (unless this
Security or the portion being converted shall have been called for redemption on
a Redemption Date during the period beginning at the close of business on a
Regular Record Date and ending at the opening of business on the first Business
Day after the next succeeding Interest Payment Date, or if such Interest Payment
Date is not a Business Day, the second such Business Day), also be accompanied
by payment in funds acceptable to the Company of an amount equal to the interest
payable on such Interest Payment Date on the principal amount of this Security
then being converted. Subject to the aforesaid requirement for payment and, in
the case of a conversion after the Regular Record Date next preceding any
Interest Payment Date and on or before such Interest Payment Date, to the right
of the Holder of this Security (or any Predecessor Security) of record at such
Regular Record Date to receive an installment of interest (with certain
exceptions provided in the Indenture), no adjustment is to be made on conversion
for interest accrued hereon or for dividends on shares of Common Stock issued on
conversion. The Company is not required to issue fractional shares upon any such
conversion, but shall make adjustment therefore in cash on the basis of the
current market value of such fractional interest as provided in the Indenture.
The conversion price is subject to adjustment as provided in the Indenture. In
addition, the Indenture provides that in case of certain consolidations or
mergers to which the Company is a party or the sale of substantially all of the
assets of the Company, the Indenture shall be amended, without the consent of
any Holders of Securities, so that this Security, if then outstanding, will be
convertible thereafter, during the period this Security shall be convertible as
specified above, only into the kind and amount of securities, cash and other
property receivable upon the consolidation, merger or sale by a holder of the
number of shares of Common Stock into which this Security might have been
converted immediately prior to such consolidation, merger or sale (assuming such
holder of Common Stock failed to exercise any rights of election and received
per share the kind and amount received per share by a plurality of non-electing
shares). In the event of conversion of this Security in part only, a new
Security or Securities for the unconverted portion hereof shall be issued in the
name of the Holder hereof upon the cancellation hereof.]


                                       A-6
<PAGE>

        [IF THE SECURITY IS CONVERTIBLE INTO OTHER SECURITIES OF THE COMPANY,
SPECIFY THE CONVERSION FEATURES.]

        The indebtedness evidenced by this Security is, to the extent and in the
manner provided in the Indenture, subordinate and subject in right of payment to
the prior payment in full of all Senior Debt of the Company, and this Security
is issued subject to such provisions of the Indenture with respect thereto. Each
Holder of this Security, by accepting the same, (a) agrees to and shall be bound
by such provisions, (b) authorizes and directs the Trustee on his behalf to take
such action as may be necessary or appropriate to effectuate the subordination
so provided and (c) appoints the Trustee his attorney-in-fact for any and all
such purposes.

        [IF THE SECURITY IS NOT AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT --
If an Event of Default with respect to Securities of this series shall occur and
be continuing, the principal of the Securities of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.]

        [IF THE SECURITY IS AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT -- If an
Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to -- INSERT FORMULA FOR DETERMINING THE
AMOUNT. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal, premium and interest (in each
case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's obligations in respect of the payment of the
principal of and premium and interest, if any, on the Securities of this series
shall terminate.]

        The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of more than 50% in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

        As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than a majority in principal
amount of the Securities of this series at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such Event
of Default as Trustee and offered the Trustee reasonable


                                       A-7
<PAGE>

indemnity, and the Trustee shall not have received from the Holders of a
majority in principal amount of Securities of this series at the time
Outstanding a direction inconsistent with such request, and shall have failed to
institute any such proceeding, for 60 days after receipt of such notice, request
and offer of indemnity. The foregoing shall not apply to any suit instituted by
the Holder of this Security for the enforcement of any payment of principal
hereof or any premium or interest hereon on or after the respective due dates
expressed herein.

        No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and any premium and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.

        As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or its
attorney duly authorized in writing, and thereupon one or more new Securities of
this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

        The Securities of this series are issuable only in registered form
without coupons in denominations of $_____ and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

        No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

        Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

        All terms used in this Security that are defined in the Indenture shall
have the meanings assigned to them in the Indenture.


                                       A-8
<PAGE>

                            FORM OF CONVERSION NOTICE

To:  AMKOR TECHNOLOGY, INC.

        The undersigned registered owner of the Security hereby irrevocably
exercises the option to convert this Security, 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 Security, and directs that the shares issuable and
deliverable upon the conversion, together with any check in payment for
fractional shares and Securities 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
Security 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, Liquidated Damages and taxes accompanies this Security.

Dated:

Fill in for registration of shares if to be delivered, and Securities 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
Securities are to be delivered, other than to and in the name of the registered
holder(s).]

                                       A-9