<PAGE>
                                                                     EXHIBIT 4.2
________________________________________________________________________________


                             AMKOR TECHNOLOGY, INC.

                                       AND

                      STATE STREET BANK AND TRUST COMPANY,

                                   AS TRUSTEE

                           __________________________


                                    INDENTURE

                          Dated as of ___________, 200_

                           __________________________


                           __________________________


                       SENIOR SUBORDINATED DEBT SECURITIES

________________________________________________________________________________


<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                            Page
                                                                                                            ----
<S>               <C>                                                                                       <C>
ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE..........................................................1

Section 1.01      Definitions.................................................................................1
Section 1.02      Other Definitions...........................................................................7
Section 1.03      Incorporation by Reference of Trust Indenture Act...........................................8
Section 1.04      Rules of Construction.......................................................................8

ARTICLE 2 THE SECURITIES......................................................................................9

Section 2.01      Forms Generally.............................................................................9
Section 2.02      Amount Unlimited; Issuable in Series........................................................9
Section 2.03      Execution and Authentication...............................................................12
Section 2.04      Registrar, Paying Agent and Conversion Agent...............................................13
Section 2.05      Paying Agent to Hold Money in Trust........................................................14
Section 2.06      Holder Lists...............................................................................14
Section 2.07      Transfer and Exchange......................................................................14
Section 2.08      Replacement Securities.....................................................................16
Section 2.09      Outstanding Securities.....................................................................16
Section 2.10      Treasury Securities........................................................................17
Section 2.11      Temporary Securities.......................................................................17
Section 2.12      Cancellation...............................................................................18
Section 2.13      Defaulted Interest.........................................................................18

ARTICLE 3 REDEMPTION AND PREPAYMENT..........................................................................19

Section 3.01      Applicability of Article...................................................................19
Section 3.02      Election to Redeem; Notice to Trustee......................................................19
Section 3.03      Selection by Trustee of Securities to Be Redeemed..........................................19
Section 3.04      Notice of Redemption.......................................................................20
Section 3.05      Deposit of Redemption Price................................................................21
Section 3.06      Securities Payable on Redemption Date......................................................22
Section 3.07      Securities Redeemed in Part................................................................22
Section 3.08      Conversion Arrangement on Call for Redemption..............................................22

ARTICLE 4 COVENANTS..........................................................................................23

Section 4.01      Payment of Securities......................................................................23
Section 4.02      Maintenance of Office or Agency............................................................23
Section 4.03      Compliance Certificate.....................................................................24
Section 4.04      Taxes......................................................................................24
Section 4.05      Stay, Extension and Usury Laws.............................................................24
Section 4.06      Corporate Existence........................................................................25
Section 4.07      Money for Securities Payments To Be Held in Trust..........................................25
</TABLE>


                                      -i-
<PAGE>
                               TABLE OF CONTENTS
                                  (continued)


<TABLE>
<CAPTION>
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                                                                                                            ----
<S>               <C>                                                                                       <C>
Section 4.08      Taxes......................................................................................26
Section 4.09      Reports by Company.........................................................................26
Section 4.10      Waiver of Certain Covenants................................................................26

ARTICLE 5 SUCCESSORS.........................................................................................27

Section 5.01      Merger, Consolidation, or Sale of Assets...................................................27
Section 5.02      Successor Corporation Substituted..........................................................27

ARTICLE 6 DEFAULTS AND REMEDIES..............................................................................28

Section 6.01      Events of Default..........................................................................28
Section 6.02      Acceleration...............................................................................29
Section 6.03      Other Remedies.............................................................................29
Section 6.04      Waiver of Past Defaults....................................................................30
Section 6.05      Control by Majority........................................................................30
Section 6.06      Limitation on Suits........................................................................30
Section 6.07      Rights of Holders of Securities to Receive Payment.........................................31
Section 6.08      Collection Suit by Trustee.................................................................31
Section 6.09      Trustee May File Proofs of Claim...........................................................31
Section 6.10      Priorities.................................................................................32
Section 6.11      Undertaking for Costs......................................................................32

ARTICLE 7 TRUSTEE............................................................................................32

Section 7.01      Duties of Trustee..........................................................................32
Section 7.02      Rights of Trustee..........................................................................33
Section 7.03      Individual Rights of Trustee...............................................................34
Section 7.04      Trustee's Disclaimer.......................................................................34
Section 7.05      Notice of Defaults.........................................................................34
Section 7.06      Reports by Trustee to Holders of the Securities............................................35
Section 7.07      Compensation and Indemnity.................................................................35
Section 7.08      Replacement of 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 8 AMENDMENT, SUPPLEMENT AND WAIVER...................................................................37

Section 8.01      Without Consent of Holders of Securities...................................................37
Section 8.02      With Consent of Holders of Securities......................................................39
Section 8.03      Compliance with Trust Indenture Act........................................................40
Section 8.04      Revocation and Effect of Consents..........................................................40
Section 8.05      Notation on or Exchange of Securities......................................................41
</TABLE>


                                      -ii-
<PAGE>
                               TABLE OF CONTENTS
                                  (continued)



<TABLE>
<CAPTION>
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<S>               <C>                                                                                       <C>
Section 8.06      Effect of Supplemental Indentures..........................................................41
Section 8.07      Trustee Protected..........................................................................41
Section 8.08      Subordination Unimpaired...................................................................41

ARTICLE 9 MISCELLANEOUS......................................................................................42

Section 9.01      Trust Indenture Act Controls...............................................................42
Section 9.02      Notices....................................................................................42
Section 9.03      Communication by Holders of Securities with Other Holders of Securities....................43
Section 9.04      Certificate and Opinion as to Conditions Precedent.........................................43
Section 9.05      Statements Required in Certificate or Opinion..............................................43
Section 9.06      Rules by Trustee and Agents................................................................44
Section 9.07      No Personal Liability of Directors, Officers, Employees and Stockholders...................44
Section 9.08      Governing Law, Consent to Jurisdiction and Service of Process..............................44
Section 9.09      Agent for Service; Submission to Jurisdiction..............................................44
Section 9.10      Successors.................................................................................45
Section 9.11      Severability...............................................................................45
Section 9.12      Counterpart Originals......................................................................45
Section 9.13      Table of Contents, Headings, etc...........................................................45
Section 9.14      Designated Senior Debt.....................................................................45

ARTICLE 10 SINKING FUNDS.....................................................................................45

Section 10.01     Applicability of Article...................................................................45
Section 10.02     Satisfaction of Sinking Fund Payments with Securities......................................46
Section 10.03     Redemption of Securities for Sinking Fund..................................................46

ARTICLE 11 DEFEASANCE AND COVENANT DEFEASANCE................................................................46

Section 11.01     Company's Option to Effect Defeasance or Covenant Defeasance...............................46
Section 11.02     Defeasance and Discharge...................................................................47
Section 11.03     Covenant Defeasance........................................................................47
Section 11.04     Conditions to Defeasance or Covenant Defeasance............................................48
Section 11.05     Deposited Money, U.S. Government Obligations and Foreign Government Obligations to be Held
                  in Trust; Miscellaneous Provisions.........................................................50
Section 11.06     Reinstatement..............................................................................50

ARTICLE 12 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.....................................................................52
Section 12.05     Adjustment of Conversion Price.............................................................52
</TABLE>


                                     -iii-
<PAGE>
                               TABLE OF CONTENTS
                                  (continued)


<TABLE>
<CAPTION>
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<S>               <C>                                                                                       <C>
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..................................................................62
Section 12.09     Notice to Holders Prior to Certain Actions.................................................63

ARTICLE 13 SUBORDINATION.....................................................................................64

Section 13.01     Agreement to Subordinate...................................................................64
Section 13.02     Liquidation; Dissolution; Bankruptcy.......................................................64
Section 13.03     Default on Senior Debt and/or Designated Senior Debt.......................................65
Section 13.04     Acceleration of Securities.................................................................65
Section 13.05     When Distribution Must Be Paid Over........................................................66
Section 13.06     Notice by Company..........................................................................66
Section 13.07     Subrogation................................................................................66
Section 13.08     Relative Rights............................................................................67
Section 13.09     Subordination May Not Be Impaired by Company...............................................67
Section 13.10     Distribution or Notice to Representative...................................................67
Section 13.11     Rights of Trustee and Paying Agent.........................................................67
Section 13.12     Authorization to Effect Subordination......................................................68
Section 13.13     Article Applicable to Paying Agents........................................................68
Section 13.14     Senior Debt Entitled to Rely...............................................................68
Section 13.15     Permitted Payments.........................................................................68
Section 13.16     Certain Conversions Deemed Payment.........................................................69

ARTICLE 14 SATISFACTION AND DISCHARGE OF INDENTURE...........................................................69

Section 14.01     Discharge of Indenture.....................................................................69
Section 14.02     Deposited Monies to be Held in Trust by Trustee............................................70
Section 14.03     Paying Agent to Repay Monies Held..........................................................70
Section 14.04     Return of Unclaimed Monies.................................................................70
Section 14.05     Reinstatement..............................................................................70
</TABLE>


                                    EXHIBITS

Exhibit A         FORM OF SECURITY



                                      -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>
<CAPTION>
<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, 7.08, 7.10
Section 3.11           (a).................................................................                 7.11
                       (b).................................................................                 7.11
Section 3.12           (a).................................................................                 2.06
                       (b).................................................................                 9.03
                       (c).................................................................                 9.03
Section 3.13           (a).................................................................                 7.06
                       (b)(2)..............................................................           7.06, 7.07
                       (c).................................................................           7.06, 9.02
                       (d).................................................................                 7.06
Section 3.14           (a).................................................................                 4.09
                       (a)(4)..............................................................  1.01, 4.03(a), 9.05
                       (b).................................................................       Not Applicable
                       (c)(1)..............................................................  1.01, 9.04(a), 9.05
                       (c)(2)..............................................................  1.01, 9.04(b), 9.05
                       (c)(3)..............................................................       Not Applicable
                       (d).................................................................       Not Applicable
                       (e).................................................................                 9.05
Section 3.15           (a).................................................................                 7.01(b)
                       (b).................................................................                 7.05
                       (c).................................................................                 7.01(a)
                       (d).................................................................           6.05, 7.01(c)
                       (e).................................................................                 6.07
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
                       (a)(2)..............................................................                 6.09
                       (b).................................................................                 2.05
Section 3.18           (a).................................................................                 9.01
                       (c).................................................................                 9.01
</TABLE>

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



                                       -i-
<PAGE>

      INDENTURE dated as of __________, 200_ between Amkor Technology, Inc., a
Delaware corporation (the "Company"), and State Street Bank and Trust Company,
as trustee (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 1
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01    Definitions.

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

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

      "Bankruptcy Law" means Title 11, U.S. Code or any similar federal or state
law for the relief of debtors as from time to time amended and applicable to
relevant case.

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

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



<PAGE>

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

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

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

      "Covenant Defeasance" has the meaning specified in Section 11.03.

      "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.

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

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

      "Defeasance" has the meaning specified in Section 11.02.

      "Depositary" means, with respect to Securities of any series issuable in
whole or in part in the form of one or more Global Securities, a clearing agency
registered under the Exchange Act that is designated to act as Depositary for
such Securities as contemplated by Section 3.1.

      "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, and its 9.25% Senior Notes due February 15, 2008, 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



                                       -2-
<PAGE>

document may place limitations and conditions on the right of such Senior Debt
to exercise the rights of Designated Senior Debt).

      "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.

      "Existing Convertible Subordinated Notes" means all of the Company's
outstanding indebtedness under its 5 3/4% Convertible Subordinated Notes due
2003 and its 5% Convertible Subordinated Notes due 2006.

      "Existing Senior Subordinated Notes" means all of the Company's
outstanding indebtedness under its 10.50% Senior Subordinated Notes due May 1,
2009.

      "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 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



                                       -3-
<PAGE>

Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as have been
approved by a significant segment of the accounting profession, which are in
effect from time to time.

      "Global Securities" means a Security that is registered in the Register
and that is set forth in Exhibit A hereto, which is incorporated in and
expressly made a part of this Indenture.

      "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.

      "Holder" means a Person in whose name a Security of any series is
registered.

      "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 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 3.1; 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



                                       -4-
<PAGE>

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 3.1,
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.

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

      "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.

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

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

      "Officers' Certificate" means a certificate signed on behalf of the
Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company, that meets the requirements of
Section 9.05 hereof.

      "Opinion of Counsel" means an opinion from legal counsel who is reasonably
acceptable to the Trustee, that meets the requirements of Section 9.05 hereof.
The counsel may be an employee of or counsel to the Company, any Subsidiary of
the Company or the Trustee.



                                       -5-
<PAGE>

      "Original Issue Discount Security" means any Security which 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.

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

      "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof (including any
subdivision or ongoing business of any such entity or substantially all of the
assets of any such entity, subdivision or business).

      "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.

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

      "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.

      "SEC" means the Securities and Exchange Commission.

      "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 (t) Indebtedness evidenced by the Securities,
(u) the Existing Convertible Subordinated Notes, (v) the Existing Senior
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



                                       -6-
<PAGE>

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.

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

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

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

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

      "U.S. Government Obligations" means direct obligations 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.

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

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

Section 1.02    Other Definitions.

<TABLE>
<CAPTION>
                          TERM                               DEFINED IN SECTION
                          ----                               ------------------
<S>                                                          <C>
"Authentication Order" ..................................            2.02
"Covenant Defeasance" ...................................            8.03
"DTC" ...................................................            2.03
"Event of Default" ......................................            6.01
"Legal Defeasance" ......................................            8.02
</TABLE>



                                      -7-
<PAGE>

<TABLE>
<CAPTION>
                          TERM                               DEFINED IN SECTION
                          ----                               ------------------
<S>                                                          <C>
"Paying Agent" ..........................................            2.03
"Registrar" .............................................            2.03
</TABLE>

Section 1.03    Incorporation by Reference of Trust Indenture Act.

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

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

      "indenture securities" means the 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

      "obligor" on the Securities means the Company and any successor obligor
upon the Securities.

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

Section 1.04    Rules of Construction.

      Unless the context otherwise requires:

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

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

      (c)   "or" is not exclusive;

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

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

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



                                      -8-
<PAGE>

                                    ARTICLE 2
                                 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 therefor 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.

      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 which 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, 3.07 or 8.05 and except for any Securities which,
pursuant to Section 2.03, are deemed never to have been authenticated and
delivered hereunder);



                                      -9-
<PAGE>

      (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 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);



                                      -10-
<PAGE>

      (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 11.02 or Section 11.03
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;

      (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; and

      (22)  any other terms of the series (which terms shall not be inconsistent
with the provisions of this Indenture, except as permitted by Section 8.03).



                                      -11-
<PAGE>

      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 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.

      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



                                      -12-
<PAGE>

            (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 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.

      Each Security shall be dated the date of its authentication.

      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.

      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 rights as an Agent to deal with Holders or an
Affiliate of the Company.

Section 2.04    Registrar, Paying Agent and Conversion Agent.

      The Company shall maintain an office or agency where Securities of any
series may be presented for registration of transfer or for exchange
("Registrar"), an office or agency where Securities of any series may be
presented for payment ("Paying Agent"), and an office or agency where Securities
may be presented for conversion, if applicable (the "Conversion Agent"). The
Registrar shall keep a register of the Securities of any 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. The
term "Registrar" includes any co-registrar, 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 or
Conversion Agent without notice to any Holder. The Company shall notify the
Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Company fails to appoint or maintain another entity as
Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such. The
Company or any of its Subsidiaries may act as Paying Agent, Registrar or
Conversion Agent.

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



                                      -13-
<PAGE>

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

Section 2.05    Paying Agent to Hold Money in Trust.

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

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 all Holders 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 at such other times as the Trustee may request in
writing, a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of the Holders of Securities of any series
and the Company shall otherwise comply with TIA Section 312(a).

Section 2.07    Transfer and Exchange

      Upon surrender for registration of transfer of any Security of a series at
the office or agency of the Company in a Place of Payment for that series, the
Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Securities of
the same series, of any authorized denominations and of like tenor and aggregate
principal amount.

      At the option of the Holder, Securities of any series may be exchanged for
other Securities of the same series, of any authorized denominations and of like
tenor and aggregate principal amount, upon surrender of the Securities to be
exchanged at such office or agency. Whenever any Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities which the Holder making the exchange is entitled to
receive.

      All Securities issued upon any registration of transfer or exchange of
Securities 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.



                                      -14-
<PAGE>

      Every Security presented or surrendered for registration of transfer or
for exchange shall (if so required by the Company or the Trustee) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed, by the
Holder thereof or its attorney duly authorized in writing.

      No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Sections 2.11, 3.08, 8.05 or 12.02 not involving any
transfer.

      If the Securities of any series (or of any series and specified tenor) are
to be redeemed in part, the Company shall not be required (A) to issue, register
the transfer of or exchange any Securities of that series (or of that series and
specified tenor, as the case may be) during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of any
such Securities selected for redemption under Section 3.03 and ending at the
close of business on the day of such mailing, or (B) to register the transfer of
or exchange any Security so selected for redemption in whole or in part, except
the unredeemed portion of any Security being redeemed in part.

      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 and delivered to such Depositary or a
      nominee thereof or custodian therefor, 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, Sections 2.08, 2.11 or
      8.06 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.



                                      -15-
<PAGE>

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

      If a Security of any series is replaced pursuant to Section 2.08 hereof,
it ceases to be outstanding unless the Trustee receives proof satisfactory to it
that the replaced Security is held by a bona fide purchaser.



                                      -16-
<PAGE>

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

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

Section 2.10    Treasury Securities.

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

Section 2.11    Temporary Securities.

      (a)   Until certificates representing Securities of any series are ready
for delivery, the Company may prepare and the Trustee, upon receipt of an
Authentication Order, shall authenticate temporary Securities of that series.
Temporary Securities shall be substantially in the form of certificated
Securities of that series but may have variations that the Company considers
appropriate for temporary Securities of that series and as 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 of that series.

      Holders of temporary Securities of any series shall be entitled to all of
the benefits of this Indenture.

      (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



                                      -17-
<PAGE>

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.

      (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 of any series 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 shall cancel
Securities of any series surrendered for registration of transfer, exchange,
payment, replacement or cancellation and shall destroy canceled Securities of
any series (subject to the record retention requirement of the Exchange Act).
Certification of the destruction of all canceled Securities shall be delivered
to the Company. The Company may not issue new Securities of any series to
replace Securities of such series that it has paid or that have been delivered
to the Trustee for cancellation.

Section 2.13    Defaulted Interest.

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



                                      -18-
<PAGE>

                                    ARTICLE 3
                            REDEMPTION AND PREPAYMENT

Section 3.01    Applicability of Article.

      Securities of any series which are redeemable before their 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.

Section 3.02    Election to Redeem; Notice 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. In case of any redemption at the election of the
Company of less than all the Securities of any series (including any such
redemption affecting only a single Security), the Company shall, at least 45
days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption
Date, of the principal amount of Securities of such series to be redeemed and,
if applicable, of the tenor of the Securities to be redeemed. In the case of any
redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction.

Section 3.03    Selection by Trustee of Securities to Be Redeemed.

      If less than all the Securities of any series are to be redeemed (unless
all the Securities of such series and of a specified tenor are to be redeemed or
unless such redemption affects only a single Security), the particular
Securities to be redeemed shall be selected not more than 45 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series
not previously called for redemption, by lot, or in the Trustee's discretion, on
a pro-rata basis, provided that the unredeemed portion of the principal amount
of any Security shall be in an authorized denomination (which shall not be less
than the minimum authorized denomination) for such Security. If less than all
the Securities of such series and of a specified tenor are to be redeemed
(unless such redemption affects only a single Security), the particular
Securities to be redeemed shall be selected not more than 45 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series
and specified tenor not previously called for redemption in accordance with the
preceding sentence.

      If any Security selected for partial redemption is converted in part
before termination of the conversion right with respect to the portion of the
Security so selected, the converted portion of such Security shall be deemed (so
far as may be) to be the portion selected for redemption. Securities which have
been converted during a selection of Securities to be redeemed shall be treated
by the Trustee as Outstanding for the purpose of such selection.



                                      -19-
<PAGE>

      The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption as aforesaid and, in case of any Securities selected for
partial redemption as aforesaid, the principal amount thereof to be redeemed.

      The provisions of the two preceding paragraphs shall not apply with
respect to any redemption affecting only a single Security, whether such
Security is to be redeemed in whole or in part. In the case of any such
redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security.

      For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Securities shall relate, in the
case of any Securities redeemed or to be redeemed only in part, to the portion
of the principal amount of such Securities which has been or is to be redeemed.

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;

                        (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;



                                      -20-
<PAGE>

                        (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.

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 promptly 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.



                                      -21-
<PAGE>

Section 3.06    Securities Payable on Redemption Date.

      Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued interest
to the Redemption Date; provided, however, that, unless otherwise specified as
contemplated by Section 2.02, installments of interest whose Stated Maturity is
on or prior to the Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 3.07.

      If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal and any premium shall, until paid, bear
interest from the Redemption Date at the rate prescribed therefor in the
Security.

Section 3.07    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 3.08    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
purchasers for the purchase and conversion of any Securities of any



                                      -22-
<PAGE>

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 4
                                    COVENANTS

Section 4.01    Payment of Securities.

      The Company covenants and agrees for the benefit of each series of
Securities that it will pay or cause to be paid the principal of, premium, if
any, and interest on the Securities of that series in accordance with the terms
of the Securities of such series.

Section 4.02    Maintenance of Office or Agency.

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

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

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



                                      -23-
<PAGE>

Section 4.03    Compliance Certificate.

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

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

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

Section 4.04    Taxes.

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

Section 4.05    Stay, Extension and Usury Laws.

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



                                      -24-
<PAGE>

Section 4.06    Corporate Existence.

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

Section 4.07    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.



                                      -25-
<PAGE>

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

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 Sections 2.02(19),
4.08 or 8.01(g) for the benefit of the Holders of such series if before the time
for such compliance the Holders of at least a majority in principal amount of
the Outstanding Securities of such series shall, by Act of such Holders, 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, and,
until



                                      -26-
<PAGE>

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 5
                                   SUCCESSORS

Section 5.01    Merger, Consolidation, or Sale of Assets.

      The Company shall not, directly or indirectly, consolidate or merge with
or into another Person (whether or not the Company is the surviving corporation)
or sell, assign, transfer, convey or otherwise dispose of all or substantially
all of its properties or assets, in one or more related transactions, to another
Person, unless (i) the Company is the surviving corporation or the Person formed
by or surviving any such consolidation or merger (if other than the Company) or
to which such sale, assignment, transfer, conveyance or other disposition shall
have been made is a corporation organized or existing under the laws of the
United States, any state thereof or the District of Columbia, (ii) the Person
formed by or surviving any such consolidation or merger (if other than the
Company) or the Person to which such sale, assignment, transfer, conveyance or
other disposition shall have been made assumes all the obligations of the
Company under the Securities and this Indenture pursuant to a supplemental
indenture in a form reasonably satisfactory to the Trustee, (iii) immediately
after such transaction no Default or Event of Default exists, and (iv) the
Company shall have delivered to the Trustee an Officer's Certificate stating
that such consolidation, merger, sale, assignment, transfer, conveyance or other
disposition complies with this Indenture. In addition, the Company shall not,
directly or indirectly, lease all or substantially all of its properties or
assets, in one or more related transactions, to any other Person. The provisions
of this Section 5.01 shall not be applicable to a sale, assignment, transfer,
conveyance or other disposition of assets by the Company to any of its
Subsidiaries.

Section 5.02    Successor Corporation Substituted.

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



                                      -27-
<PAGE>

                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

Section 6.01    Events of Default.

      An "Event of Default" occurs if:

      (a)   the Company defaults in the payment when due of interest on
Securities of any series and such default continues for a period of 30 days;

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

      (c)   the Company defaults in the deposit of any sinking fund payment,
when and as due by the terms of a Security of that series.

      (d)   the Company fails to observe or perform any other covenant,
representation, warranty or other agreement in this Indenture (other than a
covenant or warranty which has expressly been included in the indenture solely
for the benefit of series of Securities other than that series) for 60 days
after notice to the Company by the Trustee or the Holders of at least 25% in
aggregate principal amount of the Securities of that series then outstanding
voting as a single class;

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

            (i)   commences a voluntary case,

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

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

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

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

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

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



                                      -28-
<PAGE>

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

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

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

Section 6.02    Acceleration.

      Unless the Board Resolution, supplemental indenture or Officers'
Certificate establishing such series provides otherwise, if any Event of Default
(other than an Event of Default specified in clause (e) or (f) of Section 6.01
hereof with respect to the Company, [any Significant Subsidiary or any group of
Significant Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary]) with respect to any series of securities at the time outstanding
occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Securities of that series may declare
the principal amount of all the 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) to
be due and payable immediately. Upon any such declaration, the principal amount
of the Securities of that series shall become due and payable immediately.
Notwithstanding the foregoing, if an Event of Default specified in clause (e) or
(f) of Section 6.01 hereof with respect to any series of securities at the time
outstanding occurs with respect to the Company, [any of its Significant
Subsidiaries or any group of Subsidiaries that, taken as a whole, would
constitute a Significant Subsidiary,] all outstanding principal amount of the
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 hereof) shall be due and payable
immediately without further action or notice. The Holders of a majority in
aggregate principal amount of the then outstanding Securities of that series by
written notice to the Trustee may on behalf of all of the Holders rescind an
acceleration and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default (except nonpayment of
principal, interest or premium that has become due solely because of the
acceleration) have been cured or waived.

Section 6.03    Other Remedies.

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



                                      -29-
<PAGE>

      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 accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

Section 6.04    Waiver of Past Defaults.

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

Section 6.05    Control by Majority.

      Holders of a majority in principal amount of the then outstanding
Securities of any series may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any
trust or power conferred on it 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 of that series or that may involve the
Trustee in personal liability.

Section 6.06    Limitation on Suits.

      No Holder of any Security of any series may pursue a remedy with respect
to this Indenture or the Securities of that series unless:

      (a)   the Holder of a Security gives to the Trustee written notice of a
continuing Event of Default with respect to the Securities of that series;

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

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

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



                                      -30-
<PAGE>

      (e)   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 of a Security or to obtain a preference
or priority over another Holder of a Security of that series.

Section 6.07    Rights of Holders of Securities to Receive Payment.

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

Section 6.08    Collection Suit by Trustee.

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

Section 6.09    Trustee May File Proofs of Claim.

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



                                      -31-
<PAGE>

any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

Section 6.10    Priorities.

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

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

            Second: to 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

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

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

Section 6.11    Undertaking for Costs.

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


                                    ARTICLE 7
                                     TRUSTEE

Section 7.01    Duties of Trustee.

      (a)   If an Event of Default 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 its exercise, as a prudent person would exercise or use under the
circumstances in the conduct of such person's own affairs.



                                      -32-
<PAGE>

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

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

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

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

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

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

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

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

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

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

Section 7.02    Rights of Trustee.

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

      (b)   Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not be
liable for any action it takes or omits to



                                      -33-
<PAGE>

take in good faith in reliance on such Officers' Certificate or Opinion of
Counsel. The Trustee may consult with counsel and the written advice of such
counsel or any Opinion of Counsel shall be full and complete authorization and
protection from liability in respect of any action taken, suffered or omitted by
it hereunder in good faith and in reliance thereon.

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

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

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

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

Section 7.03    Individual Rights of Trustee.

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

Section 7.04    Trustee's Disclaimer.

      The Trustee shall not be responsible for and makes no representation as to
the validity or adequacy of this Indenture or the 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 the Securities of any series or pursuant to this
Indenture other than its certificate of authentication.

Section 7.05    Notice of Defaults.

      If a Default or Event of Default occurs and is continuing and if it is
known to the Trustee, the Trustee shall mail to Holders of Securities of such
series a notice of the Default or Event of Default within 90 days after it
occurs. Except in the case of a Default or Event of Default in payment of
principal of, premium, if any, or interest on any Security of such series, the
Trustee may withhold



                                      -34-
<PAGE>

the notice if and so long as a committee of its Responsible Officers in good
faith determines that withholding the notice is in the interests of the Holders
of the Securities of such series.

Section 7.06    Reports by Trustee to Holders of the Securities.

      Within 60 days after each May 15 beginning with the May 15 following the
date of this Indenture, and for so long as Securities of any series remain
outstanding, the Trustee shall mail to the Holders of the Securities of such
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 the twelve months preceding the reporting date, no report need be
transmitted). The Trustee also shall comply with TIA Section 313(b)(2). The
Trustee shall also transmit by mail all reports as required by TIA Section
313(c).

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

Section 7.07    Compensation and Indemnity.

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

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

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



                                      -35-
<PAGE>

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

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

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

Section 7.08    Replacement of Trustee.

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

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

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

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

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

      (d)   the Trustee becomes incapable of acting.

      If the Trustee resigns or is removed or if a vacancy exists in the office
of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Securities 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 such series may petition any court of competent jurisdiction for
the appointment of a successor Trustee.

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



                                      -36-
<PAGE>

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

Section 7.09    Successor Trustee by Merger, etc.

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

Section 7.10    Eligibility; Disqualification.

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

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

Section 7.11    Preferential Collection of Claims Against Company.

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


                                    ARTICLE 8
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 8.01    Without Consent of Holders of Securities.

      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


                                      -37-
<PAGE>

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;

      (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.



                                      -38-
<PAGE>

Section 8.02    With Consent of Holders of Securities.

      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 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.



                                      -39-
<PAGE>

      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 8.03    Compliance with Trust Indenture Act.

      Every amendment or supplement to this Indenture or the Securities shall be
set forth in an amended or supplemental Indenture that complies with the TIA as
then in effect.

Section 8.04    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
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.



                                      -40-
<PAGE>

      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 8.05    Notation on or Exchange of Securities.

      Securities of any series authenticated and delivered after the execution
of any supplemental indenture pursuant to this Article VIII 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 8.06    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 8.07    Trustee Protected.

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

Section 8.08    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.



                                      -41-
<PAGE>

                                    ARTICLE 9
                                  MISCELLANEOUS

Section 9.01    Trust Indenture Act Controls.

      If any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by TIA Section 318(c), the imposed duties shall control.

Section 9.02    Notices.

      Any notice or communication by the Company or the Trustee to the others is
duly given if in writing and delivered in Person or mailed by first class mail
(registered or certified, return receipt requested), telex, telecopier or
overnight air courier guaranteeing next day delivery, to the others' address:

      If to the Company:

      Amkor Technology, Inc.
      1345 Enterprise Drive
      West Chester, Pennsylvania  19380
      Telecopier No.: (610) 431-3990
      Attention: Chief Financial Officer

      With a copy to:

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

      If to the Trustee:

      State Street Bank and Trust Company
      2 Avenue de Lafayette, 6th Fl.
      Boston, Massachusetts  02111
      Telecopier No.: (617) 662-1465
      Attention: Corporate Trust Administration
                 (Amkor Technology, Inc. -- Senior Subordinated Debt Securities)

      The Company or the Trustee, by notice to the others may designate
additional or different addresses for subsequent notices or communications.

      All notices and communications (other than those sent to Holders) shall be
deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when answered back, if telexed; when receipt



                                      -42-
<PAGE>

acknowledged, if telecopied; and the next Business Day after timely delivery to
the courier, if sent by overnight air courier guaranteeing next day delivery.
Notwithstanding the foregoing, notices to the Trustee shall be effective only
upon receipt by a Responsible Officer.

      Any notice or communication to a Holder shall be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication shall also be so mailed to any
Person described in TIA Section 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it shall
not affect its sufficiency with respect to other Holders.

      If a notice or communication is mailed in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives it.

      If the Company mails a notice or communication to Holders, it shall mail a
copy to the Trustee and each Agent at the same time.

Section 9.03    Communication by Holders of Securities with Other Holders of
                Securities.

      Holders of any series may communicate pursuant to TIA Section 312(b) with
other Holders of such series 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 9.04    Certificate and Opinion as to Conditions Precedent.

      Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee:

      (a)   an Officers' Certificate in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 9.05 hereof) stating that, in the opinion of the signers, all conditions
precedent and covenants, if any, provided for in this Indenture relating to the
proposed action have been satisfied; and

      (b)   an Opinion of Counsel in form and substance reasonably satisfactory
to the Trustee (which shall include the statements set forth in Section 9.05
hereof) stating that, in the opinion of such counsel, all such conditions
precedent and covenants have been satisfied.

Section 9.05    Statements Required in Certificate or Opinion.

      Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA Section 314(a)(4)) shall comply with the provisions of TIA
Section 314(e) and shall include:

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



                                      -43-
<PAGE>

      (b)   a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;

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

      (d)   a statement as to whether or not, in the opinion of such Person,
such condition or covenant has been satisfied.

Section 9.06    Rules by Trustee and Agents.

      The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

Section 9.07    No Personal Liability of Directors, Officers, Employees and
                Stockholders.

      No past, present or future director, officer, employee, incorporator or
stockholder of the Company, as such, shall have any liability for any
obligations of the Company under the Securities, 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. The
waiver and release are part of the consideration for issuance of the Securities.

Section 9.08    Governing Law, Consent to Jurisdiction and Service of Process

      THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE AND THE SECURITIES WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 9.09    Agent for Service; Submission to Jurisdiction.

      Each of the parties hereto irrevocably agrees that any suit, action or
proceeding arising out of or relating to this Indenture or the Securities of any
series, or brought under federal or state securities laws or brought by the
Trustee, may be instituted in any federal or state court in the State of New
York, borough of Manhattan. The Company has irrevocably appointed CT Corporation
System, located at 111 Eighth Avenue, New York, N.Y. 10011 as its agent (the
"Authorized Agent") for service of process in any suit, action or proceeding
arising out of or relating to this Indenture and the Securities, or brought
under federal or state securities laws or brought by the Trustee, that may be
instituted in federal or state courts in the State of New York, borough of
Manhattan. The Company expressly consents to the jurisdiction of any such court
in respect of such action and waives any other requirements or objections to
personal jurisdiction with respect thereto. Such appointment shall be
irrevocable unless and until replaced by an agent reasonably acceptable to the
Trustee. The



                                      -44-
<PAGE>

Company agrees to take any and all action, including the filing of any and all
documents and instruments that may be necessary to continue such appointment in
full force and effect as aforesaid. Service of process upon the Authorized Agent
and written notice of such service to the Company shall be deemed, in every
respect, effective service of process upon the Company.

Section 9.10    Successors.

      All agreements of the Company in this Indenture and the Securities shall
bind its successors. All agreements of the Trustee in this Indenture shall bind
its successors.

Section 9.11    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 9.12    Counterpart Originals.

      The parties may sign any number of copies of this Indenture. Each signed
copy shall be an original, but all of them together represent the same
agreement.

Section 9.13    Table of Contents, Headings, etc.

      The Table of Contents, Cross-Reference Table and Headings of the Articles
and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part of this Indenture and shall in no way
modify or restrict any of the terms or provisions hereof.

Section 9.14    Designated Senior Debt.

      The Securities of any series under this Indenture shall be "Designated
Senior Debt" for purposes of the indenture governing the Company's 5.75%
Convertible Subordinated Notes due 2006 and the 5.00% Convertible Subordinated
Notes due 2007.


                                   ARTICLE 10
                                  SINKING FUNDS

Section 10.01   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



                                      -45-
<PAGE>

"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 10.02. Each sinking fund payment shall be applied to the
redemption of Securities as provided for by the terms of such Securities.

Section 10.02   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 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 10.03   Redemption of Securities for Sinking Fund.

      Not less 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 10.02 and will also deliver to the Trustee any Securities to be so
delivered. Not less 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 3.07.


                                   ARTICLE 11
                       DEFEASANCE AND COVENANT DEFEASANCE

Section 11.01   Company's Option to Effect Defeasance or Covenant Defeasance.

      The Company may elect, at its option at any time, to have Section 11.02 or
Section 11.03 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 11.02 or 11.03, 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.



                                      -46-
<PAGE>

Section 11.02   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 with
respect to such Securities as provided in this Section on and after the date the
conditions set forth in Section 11.04 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 11.04 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,

            (2)   the Company's obligations with respect to such Securities
      under Sections 2.07, 2.08, 2.11, 4.02 and 4.07, and, if applicable,
      Article 12,

            (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 11.03 applied to such
Securities.

Section 11.03   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 6.01(g) or for the benefit of the Holders of such Securities
      and

            (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
      Section 2.02(19), 6.01(d) or 6.01(g) shall be deemed not to be or result
      in an Event of Default,

in each case with respect to such Securities or any series of Securities as
provided in this Section on and after the date the conditions set forth in
Section 11.04 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



                                      -47-
<PAGE>

of Section 6.01(d), whether directly or indirectly by reason of any reference
elsewhere herein to any such Section or by reason of any reference in any such
Section to any other provision herein or in any other document, but the
remainder of this Indenture and such Securities shall be unaffected thereby.

Section 11.04   Conditions to Defeasance or Covenant Defeasance.

      The following shall be the conditions to the application of Section 11.02
or Section 11.03 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 7.10 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,

                  (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



                                      -48-
<PAGE>

      respective Stated Maturities, in accordance with the terms of this
      Indenture and such Securities.

            (2)   In the event of an election to have Section 11.02 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.

            (3)   In the event of an election to have Section 11.03 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.



                                      -49-
<PAGE>

            (9)   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 11.05   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 4.07, 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 13.6, the Trustee and any such
other trustee are referred to collectively as the "Trustee") pursuant to Section
11.04 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. 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 11.04 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 11.04 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 11.06   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 11.02 or 11.03 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 11.05 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.



                                      -50-
<PAGE>

                                   ARTICLE 12
                            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 4.02,
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 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 2.12 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



                                      -51-
<PAGE>

(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 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



                                      -52-
<PAGE>

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 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



                                      -53-
<PAGE>

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 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.



                                      -54-
<PAGE>

      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.

      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



                                      -55-
<PAGE>

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 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



                                      -56-
<PAGE>

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 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



                                      -57-
<PAGE>

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 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



                                      -58-
<PAGE>

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.

      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.



                                      -59-
<PAGE>

      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.

      (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



                                      -60-
<PAGE>

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 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



                                      -61-
<PAGE>

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.

      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



                                      -62-
<PAGE>

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 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



                                      -63-
<PAGE>

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 13
                                  SUBORDINATION

Section 13.01   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 Security
will be subordinated in right of payment, to the extent and in the manner
provided in this Article XIII, 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 13.02   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:

      (a)   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

      (b)   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 XIII
shall be made to holders of Senior Debt, as their interests may appear.



                                      -64-
<PAGE>

Section 13.03   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:

      (a)   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

      (b)   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
13.11 hereof.

      If the Trustee receives any Payment Blockage Notice pursuant to Section
13.03 (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.

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

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

      (b)   in the case of a nonpayment default referred to in Section 13.03(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 XIII otherwise permits the payment, distribution or acquisition
at the time of such payment or acquisition.

Section 13.04   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.



                                      -65-
<PAGE>

      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 13.05   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 13.11) 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 XIII, 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 XIII, except if such payment is
made as a result of the willful misconduct or gross negligence of the Trustee.

Section 13.06   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 XIII, but failure to give such notice shall not affect the subordination
of the Securities to the Senior Debt as provided in this Article XIII.

Section 13.07   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
XIII 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.



                                      -66-
<PAGE>

Section 13.08   Relative Rights.

      This Article XIII defines the relative rights of holders of Securities and
holders of Senior Debt. Nothing in this Indenture shall:

      (a)   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;

      (b)   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

      (c)   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 XIII to pay principal of or
interest on a Security on the due date, the failure is still a Default or Event
of Default.

Section 13.09   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 13.10   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 XIII, 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 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 XIII.

Section 13.11   Rights of Trustee and Paying Agent.

      Notwithstanding the provisions of this Article XIII 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 13.04), and the
Trustee may continue to make payments on the Securities, unless a Trust Officer
shall have received



                                      -67-
<PAGE>

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 XIII. Only the Company or a
Representative may give the notice.

      Nothing in this Article XIII 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 13.12   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 XIII, 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 13.13   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 XIII 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 XIII in addition to or in place of the Trustee; provided,
however, that the second and third paragraphs of Section 13.11 shall not apply
to the Company or any Subsidiary of the Company if it or such Subsidiary acts as
Paying Agent.

Section 13.14   Senior Debt Entitled to Rely.

      The holders of Senior Debt shall have the right to rely upon this Article
XIII, 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.

Section 13.15   Permitted Payments.

      Notwithstanding anything to the contrary in this Article XIII, 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 14.01 hereof.



                                      -68-
<PAGE>

Section 13.16   Certain Conversions Deemed Payment.

      For the purposes of this Article XIII 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 13.16, 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 XIII 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 14
                     SATISFACTION AND DISCHARGE OF INDENTURE

Section 14.01   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 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 14.05 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



                                      -69-
<PAGE>

and an Opinion of Counsel as required by Section 9.04 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 14.02   Deposited Monies to be Held in Trust by Trustee.

      Subject to Section 14.04, all monies deposited with the Trustee pursuant
to Section 14.01 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 14.03   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 14.04   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.

Section 14.05   Reinstatement.

      If the Trustee or the Paying Agent is unable to apply any money in
accordance with Section 14.02 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 14.01 until such time as the Trustee or the Paying Agent is permitted to
apply all such money in accordance with Section 14.02; provided, however, that
if the Company makes any payment of interest on or principal of any Security
following the reinstatement of its obligations, the



                                      -70-
<PAGE>

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.

                         [Signatures on following page]



                                      -71-
<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
agreement contained in this Indenture.


                                          AMKOR TECHNOLOGY, INC.


                                          By: __________________________________
                                          Name:
                                          Title:



                                          STATE STREET BANK AND TRUST COMPANY


                                          By: __________________________________
                                          Name:
                                          Title:



<PAGE>
                                                                       EXHIBIT A

                               [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 A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.



                                      A-1
<PAGE>

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

                             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



                                      A-2
<PAGE>

made available for payment. Interest on any overdue principal or premium shall
be payable on 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



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<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 __________ (herein called the
"Indenture," which term shall have the meaning assigned to it in such
instrument), between the Company and ______________________, 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 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>
 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>
                    REDEMPTION PRICE                     REDEMPTION PRICE
                 FOR REDEMPTION THROUGH               FOR REDEMPTION THROUGH
 YEAR         OPERATION OF THE SINKING FUND        OPERATION OF THE SINKING 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



                                      A-5
<PAGE>

redemption, such right shall terminate with respect to this Security or portion
hereof, as the case may 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 therefor 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.]

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



                                      A-6
<PAGE>

      [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 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.



                                      A-7
<PAGE>

      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 which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.



                                      A-8
<PAGE>

                            FORM OF CONVERSION NOTICE

      Conversion notices shall be in substantially the following form:

To Amkor Technology, Inc.:

      The undersigned owner of this 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 the
Company 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 any
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 this Notice is being delivered on a date after the close of
business on a Regular Record Date and prior to the opening of business on the
related Interest Payment Date (unless this Security or the portion thereof being
converted has 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), this Notice is accompanied by payment, in funds acceptable
to the Company, of an amount equal to the interest payable on such Interest
Payment Date of the principal of this Security to be converted. If shares are to
be issued in the name of a person other than the undersigned, the undersigned
will pay all transfer taxes payable with respect hereto. Any amount required to
be paid by the undersigned on account of interest accompanies this Security.

           Principal Amount to be Converted
(in an integral multiple of $1,000, if less than all)

           U.S. $_________

Dated: ___________________

                                           Signature(s) must be guaranteed by an
                                           eligible guarantor institution
                                           (banks, stock brokers, 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.

                                           _____________________________________
                                           Signature Guaranty



                                      A-9
<PAGE>

      Fill in for registration of shares of Common Stock and Security if to be
issued otherwise than to the registered Holder.


______________________________________    ______________________________________
(Name)                                    Social Security or Other Taxpayer
                                          Identification Number


______________________________________
(Address)


______________________________________
Please print Name and Address
(including zip code number)

[The above conversion notice is to be modified, as appropriate, for conversion
into other securities or property of the Company.]



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