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                                                                   EXHIBIT 3.1.2

            SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                                  UNITIVE, INC.

      Pursuant to Sections 242 and 245 of the General Corporation Law of
Delaware, the undersigned corporation hereby submits the following for the
purpose of amending and restating its Certificate of Incorporation, and does
hereby certify as follows:

      1. The name of the corporation is Unitive, Inc. The corporation's original
Certificate of Incorporation was filed on January 11, 2001.

      2. The corporation's Certificate of Incorporation is hereby amended and
restated in its entirety as set forth in the text of the Second Amended and
Restated Certificate of Incorporation attached hereto as Exhibit A and
incorporated herein by reference.

      3. This Second Amended and Restated Certificate of Incorporation will be
effective upon filing.

      IN WITNESS WHEREOF, said corporation has caused this Second Amended and
Restated Certificate of Incorporation to be signed by Kenneth Donahue, its
President this 12th day of November 2003.

                                       By: /s/ Kenneth Donahue
                                           -----------------------------------
                                           Kenneth Donahue,
                                           President



                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                                  UNITIVE, INC.

                                   ARTICLE I

      The name of the corporation shall be "UNITIVE, INC." (the "Company").

                                   ARTICLE II

      The address, including street, number, city, and county of the registered
office of the Corporation in the State of Delaware is 15 East North Street, City
of Dover 1901, County of Kent; and the name of the registered agent of the
corporation in the State of Delaware at such address is Incorporating Services,
Ltd.

                                  ARTICLE III

      The Company is authorized to issue two classes of stock to be designated,
respectively, "Common Stock" having $0.01 par value per share and "Preferred
Stock" having a par value of $.01 per share. The total number of shares that the
Company is authorized to issue is 333,610,201 shares, of which 250,000,000
shares shall be Common Stock and 83,610,201 shares shall be Preferred Stock. Of
the authorized shares of Preferred Stock, 37,408,837 shares are hereby
designated "Series A-1 Preferred Stock"; 20,601,163 shares are hereby designated
"Series A-2 Preferred Stock"; and 25,600,201 shares are hereby designated
"Series A-3 Preferred Stock" (together with the Series A-1 Preferred Stock and
Series A-2 Preferred Stock, the "Series A Preferred Stock") in each case with
the rights, preferences, privileges and restrictions set forth in Article 3. The
Series A Preferred Stock is also hereinafter referred to as the "Convertible
Preferred Stock".

      The rights, preferences, privileges, restrictions and other matters
relating to the Convertible Preferred Stock are as follows.

      3.1   Dividends.

            (a) Series A Preferred Stock. The holders of Series A Preferred
Stock shall be entitled to receive out of the assets of the Company legally
available therefor, dividends when, as and if declared by the Board of Directors
of the Company, provided, however, that no dividend may be declared or paid by
the Company upon any share of Series A Preferred Stock unless equivalent
dividends are then declared and paid on each other share of Series A Preferred
Stock. The Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series A-3
Preferred Stock shall rank pari passu with respect to dividend rights.

            (b) Common Stock. The holders of Common Stock shall be entitled to
receive out of the assets of the Company legally available therefor, dividends
when, as and if declared by the



Board of Directors of the Company, provided, however, that no dividend may be
declared or paid by the Company upon any share of Common Stock unless equivalent
dividends are then declared and paid on each series of Convertible Preferred
Stock.

      3.2   Ranking; Liquidation Preference.

            (a)   Ranking.

                  (i) Series A-1 and Series A-2 Preferred Stock. The Series A-1
and Series A-2 Preferred Stock shall, with respect to the distribution of assets
upon the occurrence of the voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Company or any other payment or distribution
with respect to the capital shares of the Company treated as a Liquidation Event
hereunder (as defined below), rank senior to (A) the Series A-3 Preferred Stock;
(B) the Common Stock, and (C) all shares of each other class or series of
capital shares of the Company hereafter created which does not expressly rank
pari passu with or senior to the Series A-1 or Series A-2 Preferred Stock
(collectively, the "Series A-1 and A-2 Junior Securities").

                  (ii) Series A-3 Preferred Stock. The Series A-3 Preferred
Stock shall, with respect to the distribution of assets upon the occurrence of
the voluntary or involuntary liquidation, dissolution or winding up of the
affairs of the Company or any other payment or distribution with respect to the
capital shares of the Company treated as a Liquidation Event hereunder, rank (A)
junior to the Series A-1 and Series A-2 Preferred Stock; and (B) senior to (1)
the Common Stock and (2) all shares of each other class or series of capital
shares of the Company hereafter created which does not expressly rank pari passu
with or senior to the Series A-3 Preferred Stock (collectively, the "Series A-3
Junior Securities").

            (b)   Priority of Distributions.

                  (i) Distribution to Series A-1 and Series A-2 Preferred Stock.
In the event of any liquidation, dissolution or winding up of the Company,
either voluntary or involuntary (a "Liquidation Event"), each holder of Series
A-1 and Series A-2 Preferred Stock shall be entitled to receive, prior and in
preference to any distribution of any of the assets or funds of the Company to
the holders of Series A-1 and Series A-2 Junior Securities and in the manner set
forth in this Article 3.2, (A) the amount of $1,00 per share (adjusted for any
combinations, consolidations, stock splits, stock distributions or stock
dividends with respect to such shares) for each share of Series A-1 and Series
A-2 Preferred Stock then held by such holder, plus (B) an amount equal to all
declared but unpaid dividends on such shares of Series A-1 and Series A-2
Preferred Stock to the date fixed for distribution of assets or funds (the sum
of clauses (A) and (B) being referred to as the "Series A-1/A-2 Liquidation
Value"); provided, that if the assets and funds to be distributed among the
holders of the Series A-1 and Series A-2 Preferred Stock shall be insufficient
to permit the payment to such holders of the full aforesaid preferential
amounts, then the entire assets and funds of the Company legally available for
distribution shall be distributed among the holders of the Series A-1 and Series
A-2 Preferred Stock in proportion to the Series A-1/A-2 Liquidation Value each
such holder is otherwise entitled to receive pursuant to this Article 3.2(b)(i).

                                      -2-


                  (ii) Distribution to Series A-3 Preferred Stock. After the
payment of the full Series A-1/A-2 Liquidation Value as set forth in Article 3.2
(b) (i) above, each holder of the Series A-3 Preferred Stock shall be entitled
to receive, prior and in preference to any distribution of any of the assets or
funds of the Company to the holders of the Series A-3 Junior Securities and in
the manner set forth in this Article 3.2, (A) the amount of $1,00 per share
(adjusted for any combinations, consolidations, stock splits, stock
distributions or stock dividends with respect to such shares) for each share of
Series A-3 Preferred Stock then held by such holder, plus (B) an amount equal to
all declared but unpaid dividends on such stares of Series A-3 Preferred Stock
to the date fixed for distribution of assets or funds (the sum of clauses (A)
and (B) being referred to collectively as the "Series A-3 Liquidation Value");
provided, that if the assets and funds to be distributed among the holders of
the Series A-3 Preferred Stock shall be insufficient to permit the payment to
such holders of the full aforesaid preferential amounts, then the entire assets
and funds of the Company legally available for distribution, after payment in
full of the Series A-1/A-2 Liquidation Value shall be distributed among the
holders of the Series A-3 Preferred Stock in proportion to the applicable
combined Series A-3 Liquidation Value each such holder is otherwise entitled to
receive pursuant to this Article 3.2(b)(ii).

                  (iii) Distribution to Common Stock and Convertible Preferred
Stock. After the payment of the full liquidation inference of the Convertible
Preferred Stock as sea forth in Articles 3.2(b)(i) and (ii), the assets of the
Company legally available for distribution, if any, shall be distributed ratably
to the holders of the Common Stock and the holders of Convertible Preferred
Stock, as a single class, in proportion to the respective number of shares of
Common Stock actually held by them and the respective number of shares of Common
Stock (including any fractional shares) into which the shares of Convertible
Preferred Stock could be converted as of the date of the Liquidation Event.

            (c)   Inclusion of Certain Transactions. For purposes of this
Article 3.2, unless the holders of at least a majority of the voting power of
the shares of Series A Preferred Stock elect otherwise, and there occurs any of
the following events (a "Change of Control"): (A) the sale, lease, transfer,
conveyance or other disposition, in one or a series of related transactions, of
all or substantially all of the assets of the Company other than to a wholly
owned subsidiary; (B) the consolidation of the Company with any sole
proprietorship, partnership, joint venture, trust, incorporated organization,
association, corporation, institution, public benefit corporation, entity or
government (whether federal, state, county, city, municipal or otherwise,
including, without limitation, any instrumentality, division, agency, body or
department thereof) (each, a "Person") or the merger of the Company into another
Person or of another Person into the Company, or any such similar event pursuant
to a transaction in which at least 50% of the voting power of the Company is
changed into or exchanged for cash, securities or other property (other than any
such transaction where the holders of the voting shares of the Company
immediately prior to such transaction own, directly or indirectly, not less than
a majority of the voting power of the surviving or resulting Person immediately
after such transaction); (C) the adoption of a resolution or plan by the
stockholders of the Company concerning the liquidation, dissolution or winding
up of the Company; or (D) the consummation of my transaction or series of
related transactions (including, without limitation, any merger or
consolidation) the result of which is that my "person" (as such term is used in
Section 13(d)(3) of the Securities Exchange Act of 1934 (as amended, the
"Exchange Act") (other than the Company, any trustee or other fiduciary holding
securities under an employee benefit plan

                                      -3-


of the Company, or any corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportion as their
ownership of stock of the Company) is or becomes the "beneficial owner" (as such
term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly
or indirectly, of more than 50% of the voting power of the Company (for the
purpose of this definition, any transfer of an equity interest of an entity that
was formed for the purpose of acquiring voting shares of the Company will be
deemed to be a transfer of such portion of such voting shares as corresponds to
the portion of the equity of such entity that has been so transferred); then
such Change of Control shall be treated as a Liquidation Event with respect to
each share of the Convertible Preferred Stock and shall entitle the holders of
Convertible Preferred Stock then outstanding to receive, upon the consummation
of such Change of Control, the distributions to which they would be entitled
under this Article 3.2, subject to the priorities set forth in this Article 3.2.

            (d)   Determination of Fair Value. Whenever the distribution
provided for in this Article 3.2 shall be payable in securities or property
other than cash, the "fair value" of the securities or property to be
distributed in such event shall be determined as follows.

                  (i)   For securities not subject to investment letter or other
similar restrictions on free marketability covered by subarticle 3.2(d)(ii)
hereof:

                        (A) if traded on a securities exchange, the fair value
shall be deemed to be the average of the closing prices of the securities on
such exchange over the 30-day period ending three business days prior to the
date of the date of the Notice as defined in Article 3.2(e) below;

                        (B) if actively traded over-the-counter, the fair value
shall be deemed to be the average of the closing bid or sale prices (whichever
are applicable) over the 30-day period ending three business days prior to the
Notice; and

                        (C) if there is no active public market, the fair value
shall be the fair market value thereof, as reasonably determined by the Board of
Directors in good faith; provided that if any stockholders object to such
determination by providing written notice to the Company within ten (10) days of
the mailing of the Notice delivered pursuant to Article 3.2(e) (the "Objecting
Stockholders") then the Company and a majority in voting power of the Objecting
Stockholders shall select an independent appraiser to determine the fair market
value thereof, and if no agreement can be reached on selection of such
independent appraiser, each of the Company and a majority in voting interest of
the Objecting Stockholders shall select an independent appraiser who shall
together select a third independent appraiser who shall determine the fair
market value of such securities.

                  (ii)  The method of valuation of securities subject to
investment letter or other restrictions on free marketability (other than
restrictions arising solely by virtue of a shareholder's status as an affiliate
or former affiliate) shall be to make an appropriate discount from the fair
value determined as provided in clauses (A), (B) or (C) of subarticle 3.2(d)(i)
hereof, to reflect the adjusted fair value thereof, as reasonably determined by
the Board of Directors in good faith.

                                      -4-


                  (iii) If the distribution would be payable in assets or
property other than securities, the fair value thereof shall be determined under
the same procedure as set forth in subarticle 3.2(d)(i)(C).

            (e)   Notices. Written notice (the "Notice") of any such Liquidation
Event, within the meaning of this Article 3.2 that states the proposed effective
date of any such transaction, shall be given by first class mail, postage
prepaid, or by telecopy or facsimile, not less than 30 days prior to the
effective date stated therein to the then holders of record of Convertible
Preferred Stock, such Notice to be addressed to each such holder at its address
as shown on the records of the Company. With respect to any Change in Control,
the first of such notices shall describe the material terms and conditions of
the impending Change of Control and the provisions of this Article 3.2, and the
Company shall thereafter give such holders prompt notice of any material
changes. The closing of the Change of Control transaction shall in no event take
place sooner than twenty (20) days after the Company has given the first notice
provided for herein or sooner than ten (10) days after the Company has given
notice of any material changes provided for herein; provided, that such periods
may be shortened upon the written consent of the holders of a majority of the
voting power of Series A Preferred Stock.

      3.3   Voting Rights.

            (a)   Generally. Except as otherwise expressly provided herein or as
required by law, the holder of each share of Convertible Preferred Stock shall
be entitled to the number of votes equal to the number of shares of Common Stock
into which such shares of Convertible Preferred Stock could then be converted
and shall have voting rights and powers equal to the voting rights and powers of
the Common Stock (except as otherwise expressly provided herein or as required
by law, voting together with the Common Stock as a single class). Except as
otherwise expressly provided herein or as required by law, until such time as
original holders of Series A-2 Preferred Stock (together with their affiliates)
no longer hold (including, but not limited to, through either transfer, sale,
conversion or disposal) at least 50% of the Series A-2 Preferred Stock
originally issued in November 2003 (the "Multiple Vote Termination"), the holder
of each share of Series A-2 Preferred Stock shall be entitled to the number of
votes equal to twelve (12) times the number of shares of Common Stock into which
such shares of Series A-2 Preferred Stock could then be converted and shall,
subject to the foregoing provision for multiple votes, have voting rights and
powers equal to the voting rights and powers of the Common Stock (except as
otherwise expressly provided herein or as required by law), voting together with
the Series A-1 Preferred Stock, Series A-3 Preferred Stock and Common Stock as a
single class; provided, that in any vote or action by consent of stockholders
relating to (i) the merger or consolidation of the Company with, or the sale of
all or substantially all of the Company's assets to, any holder of Series A-2
Preferred Stock or a subsidiary or affiliate of any holder of Series A-2
Preferred Stock, or (ii) the waiver of any preemptive rights pursuant to Section
3.7(f) in connection with the issuance of New Securities (as defined in Section
3.7(b)) to any holder of Series A-2 Preferred Stock or a subsidiary or affiliate
of any holder of Series A-2 Preferred Stock, the holder of each share of Series
A-2 Preferred Stock shall be entitled to the number of votes equal to the number
of shares of Common Stock into which such shares of Series A-2 Preferred Stock
could then be converted. Upon the occurrence of the Multiple Vote Termination,
the holder of each share of Series A-2 Preferred Stock shall be entitled to the
number of votes equal to the number of shares of Common Stock into which such
Series A-2

                                      -5-


Preferred Stock could then be converted and shall have voting rights and powers
equal to the voting rights and powers of the Common Stock (except as otherwise
expressly provided herein or as required by law), voting together with the
Series A-1 Preferred Stock, Series A-3 Preferred Stock and Common Stock as a
single class. Each holder of Convertible Preferred Stock shall be entitled to
notice of any stockholders' meeting in accordance with the Bylaws of the
Company. Fractional votes shall not, however, be permitted and any fractional
voting rights resulting from the above formula (after aggregating all shares of
Common Stock into which shares of Convertible Preferred Stock held by each
holder could be converted) shall be rounded to the nearest whole number (with
one-half being rounded upward). Holders of Series A-1 Preferred Stock, Series
A-2 Preferred Stock and Series A-3 Preferred Stock shall vote together as a
single class on all matters on which holders of Series A Preferred Stock are
entitled to vote, including, without limitation, with respect to the election of
directors, any in any such vote prior to the occurrence of the Multiple Vote
Termination, the holders of Series A-2 Preferred Stock shall have multiple votes
as described above.

            (b) Voting for the Election of Directors. As long as Shares of
Series A Preferred Stock originally issued remain outstanding, the holders of
such shares of Series A Preferred Stock shall be entitled to elect two (2)
directors of the Company at each annual election of directors. The holders of
Common Stock and Convertible Preferred Stock, voting together, shall be entitled
to elect three (3) directors of the Company at each annual election of
directors.

            In the case of any vacancy in the office of a director elected by
the holders of a class or series of stock pursuant to this Article 3.3(b), the
holders of a majority of the voting power of that class or series of stock may
elect a successor or successors to hold office for the unexpired term of the
director or directors whose place or places shall be vacant. Any director who
shall have been elected by the holders of one or more classes or series of stock
may be removed during the aforesaid term of office, either with or without
cause, by, and only by, the holders of a majority of the voting power of such
class(es) or series of stock given either at a special meeting of such
stockholders duly called for that purpose or pursuant to a written consent of
stockholders, and any vacancy thereby created may be filled only by the holders
of such class(es) or series of stock represented at the meeting or pursuant to
written consent.

      3.4   Conversion. The holders of Convertible Preferred Stock shall have
conversion rights as follows (the "Conversion Rights"):

            (a) Right to Convert. Each share of Convertible Preferred Stock
shall be convertible, at the option of the holder thereof, at any time after the
date of issuance of such shares, at the office of the Company or any transfer
agent for such shares, into such number of fully paid and nonassessable shares
of Common Stock as is determined by dividing the respective Original Issue Price
(as defined below) of such series of Convertible Preferred Stock by the
applicable Conversion Price (as defined below) for such series of Convertible
Preferred Stock, determined as hereinafter provided, in effect on the date the
share is surrendered for conversion. The original issue price for each of the
Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series A-3 Preferred
Stock equals $0.20 per share (the "Series A Original Issue Price"). The initial
Conversion Price per share for each series of Convertible Preferred Stock shall
be equal to the Original Issue Price for such series of Convertible Preferred
Stock. No fractional shares of Common Stock will be issued upon any conversion,
but the Company will pay a cash adjustment therefor. The right to receive

                                      -6-


declared but unpaid dividends, if any, on the shares of Convertible Preferred
Stock shall not be affected by any conversion of such shares.

            (b) Automatic Conversion. Each share of Convertible Preferred Stock
shall automatically be converted into shares of Common Stock at its respective
Conversion Price immediately upon (i) the closing of the sale of the Common
Stock in a firm commitment underwritten public offering pursuant to an effective
registration statement pursuant to which Common Stock is sold to the public by
the Company (other than a registration statement with respect to either (x) an
employee benefit plan, or (y) a transaction described to Rule 145 under the
Securities Act) in a public offering registered under the Securities Act, at a
per share public offering price of not less than $1.00 per share of Common Stock
(subject to equitable adjustment for stock splits, combinations, dividends,
recapitalizations and the like) which results in gross proceeds to the Company
of at least $30,000,000, following which the Common Stock of the Company is
listed on the Nasdaq National Market or a U.S. national securities exchange (a
"Qualified Public Offering"), or (ii) the vote or written consent thereto of the
holders of at least a majority of the voting power of the then outstanding
shares of Convertible Preferred Stock, voting separately as a class (with such
Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series A-3 Preferred
Stock voting together as a class) (a "Mandatory Conversion Event"). Any
automatic conversion upon a Qualified Public Offering or Mandatory Conversion
Event pursuant to this Article 3.4(b) shall apply equally and at the same time
to all the then outstanding shares of each series of Convertible Preferred
Stock.

            (c) Mechanics of Conversion. Before any holder of Convertible
Preferred Stock shall be entitled to convert the same into shares of Common
Stock, such holder shall surrender the certificate or certificates thereof, duly
endorsed, at the office of the Company or of any transfer agent for such stock,
and shall give written notice to the Company at such office that it elects to
convert the same and shall state therein the name or names in which it wishes
the certificate or certificates for shares of Common Stock to be issued. The
Company shall, as soon as practicable thereafter and at its expense, issue and
deliver at such office to such holder a certificate or certificates for the
number of shares of Common Stock to which it shall be entitled as aforesaid.
Such conversion shall be deemed to have been made immediately prior to the close
of business on the date of surrender of the shares of Convertible Preferred
Stock to be converted, and the person or persons entitled to receive the shares
of Common Stock issuable upon such conversion shall be treated for all purposes
as the record holder or holders of such shares of Common Stock on such date. If
the conversion is in connection with a Qualified Public Offering, such
conversion shall be conditioned upon the closing with the underwriters of the
sale of securities pursuant to such offering, in which event the person(s)
entitled to receive the Common Stock upon conversion of the Convertible
Preferred Stock shall not be deemed to have converted such Convertible Preferred
Stock until immediately prior to the closing of such sale of securities.
Notwithstanding that any certificate for Convertible Preferred Stock to be
converted pursuant to a Qualified Public Offering or Mandatory Conversion Event
shall not have been surrendered as of the date fixed for conversion, each holder
of Convertible Preferred Stock shall thereafter be treated for all purposes as
the record holder of the number of shares of Common Stock issuable to such
holder upon conversion.

                                      -7-


            (d)   Adjustment to Conversion Price for Diluting Issues.

                  (i)   Special Definitions. For purposes of this subarticle
3.4(d), the following definitions apply:

                        (A)   "Options" shall mean rights, options, or warrants
to subscribe for, purchase or otherwise acquire either Common Stock or
Convertible Securities, as hereinafter defined.

                        (B)   "Original Issue" Date shall mean the date of the
initial issuance of Series A Preferred: Stock,

                        (C)   "Convertible Securities" shall mean any evidences
of indebtedness, shares or other securities directly or indirectly convertible
into or exchangeable for Common Stock.

                        (D)   "Additional Shares of Common Stock" shall mean all
shares of Common Stock issued (or, pursuant to subarticle 3.4(d)(iii) hereof,
deemed to have been issued) by the Company after the Original Issue Date, other
than shares of Common Stock issued or issuable or deemed issued or issuable:

                              (1) upon conversion of shares of Convertible
Preferred Stock;

                              (2) to officers, directors or employees of or
consultants to the Company pursuant to any stock purchase plan or arrangement,
stock option plan, or other stock incentive plan or agreement approved by the
Board of Directors (and issued on or after the Original Issue Date), but in any
event not exceeding the aggregate of 5,725,000 shares of Common Stock, 5,000,000
shares of Series A-1 Preferred Stock and 3,000,000 shares of Series A-3
Preferred Stock, in each case subject to adjustment for combinations,
consolidations, recapitalizations, stock splits, stock dividends and the like
(net of any repurchases of such shares or cancellations or expirations of
options);

                              (3) upon exercise of 536,230 options and 1,445,386
warrants to purchase shares of Common Stock outstanding on the Original Issue
Date;

                              (4) upon exercise of options or warrants granted
or outstanding on the Original Issue Date to purchase up to 510,000 shares of
Series A-l Preferred Stock, 22,600, 201 shares of Series A-3 Preferred Stock and
12,500,000 shares of Series A-2 Preferred Stock; or

                              (5) by way of dividend or other distribution on
shares excluded from the definition of Additional Shares of Common Stock by the
foregoing clauses (1), (2), (3), (4) or this clause (5).

                  (ii)  No Adjustment of Conversion Price. No adjustment in the
Conversion Price of a particular series of Convertible Preferred Stock shall be
made in respect of the issuance of

                                      -8-


Additional Shares of Common Stock (a) unless the consideration per share for
Additional Shares of Common Stock issued or deemed to be issued by the Company
is less than the respective Conversion Price in effect on the date of, and
immediately prior to such issue, for such series of Convertible Preferred Stock
(each such Conversion Price, an "Affected Conversion Price" or (b) if prior to
such issuance the Company receives the written consent from the holders of a
majority of the voting power of the then-outstanding shares of such series of
Convertible Preferred Stock, voting separately as a class (with Series A-l
Preferred Stock, Series A-2 Preferred Stock and Series A-3 Preferred Stock
voting together as a single series). Any waiver effected pursuant to clause (b)
above shall apply equally and at the same time to all holders of each series of
Series A Preferred Stock.

                  (iii) Deemed Issue of Additional Shares of Common Stock. In
the event the Company at any time or from time to time after the Original Issue
Date shall issue any Options or Convertible Securities or shall fix a record
date for the determination of holders of any class of securities then entitled
to receive any such Options or Convertible Securities, then the maximum number
of shares (as set forth in the instrument relating thereto without regard to any
provisions contained therein for a subsequent adjustment of such number) of
Common Stock issuable upon the exercise of such Options or, in the ease of
Convertible Securities and Options therefor, the conversion or exchange of such
Convertible Securities, shall be deemed to be Additional Shares of Common Stock
issued as of the time of such issue or, in case such a record date shall have
been fixed, as of the close of business on such record date. In any such case in
which Additional Shares of Common Stock are deemed to have been issued for a
consideration per share (determined pursuant to subarticle 3.4(d)(v) hereof) of
such Additional Shares of Common Stock less than any Affected Conversion Price
in effect on the date of and immediately prior to such issue, or such record
date, as the case may be:

                        (A) no further adjustments in any Affected Conversion
Price shall be made upon the subsequent issue of Convertible Securities or
shares of common Stock upon the exercise of such Options or conversion or
exchange of such Convertible Securities;

                        (B) if such Options or Convertible Securities by their
terms provide, with the passage of time or otherwise, for any increase or
decrease in the consideration payable to the Company, or increase or decrease in
the number of shares of Common Stock issuable, upon the exercise, conversion or
exchange thereof, each Affected Conversion Price computed upon the original
issue thereof (or upon the occurrence of a record date with respect thereto),
and any subsequent adjustments based thereon, shall, upon any such increase or
decrease becoming effective, be recomputed to reflect such increase or decrease
insofar as it affects such Options or the rights of conversion or exchange under
such Convertible Securities (provided, however, that no such adjustment of a
Conversion Price shall affect Common Stock previously issued upon conversion of
any Convertible Preferred Stock);

                        (C) upon the expiration of any such Options or any
rights of conversion or exchange under such Convertible Securities that shall
not lave been exercised, each Affected Conversion Price computed upon the
original issue thereof (or upon the occurrence of a record date with respect
thereto), and any subsequent adjustments based thereon, shall, upon such
expiration, be recomputed as if:

                                      -9-


                              (1) in the case of Convertible Securities or
Options for Common Stock, the only Additional Shares of Common Stock issued were
the shares of Common Stock, if any, actually issued upon the exercise of such
Options or the conversion or exchange of such Convertible Securities and the
consideration received therefore was the consideration actually received by the
Company for the issue of all such Options, whether or not exercised, plus the
consideration actually received by the Company upon such exercise, or for the
issue of all such Convertible Securities that actually were converted or
exchanged, plus the additional consideration if any, actually received by the
Company upon such conversion or exchange, and

                              (2) in the case of Options for Convertible
Securities, only the Convertible Securities, if any, actually issued upon the
exercise thereof were issued at the time of issue of such Options and the
consideration received by the Company for the Additional Shares of Common Stock
deemed to have been then issued was the consideration actually received by the
Company for the issue of all such Options, whether or not exercised, plus the
consideration deemed to have been received by the Company (determined pursuant
to subarticle 3.4(d)(v) hereof) upon the issue of the Convertible Securities
with respect to which such Options were actually exercised;

                        (D)   no readjustment pursuant to clauses (B) or (C)
above shall have the effect of increasing any Affected Conversion Price to an
amount that exceeds the lower of (1) such respective Affected Conversion Price
on the original adjustment date, or (2) such respective Affected Conversion
Price that would have resulted from any issuance of Additional Shares of Common
Stock between the original adjustment date and such readjustment date;

                        (E)   in the case of any Options that expire by their
terms not more than 30 days after the date of issue thereof, no adjustment of
any Affected Conversion Price shall be made until the expiration or exercise of
all such Options, whereupon such adjustment shall be made in the same manner
provided in clause (C) above; and

                        (F)   if any such record date shall have been fixed and
such Options or Convertible Securities are not issued on the date fixed
therefor, the adjustment previously made in any Affected Conversion Price that
became effective on such record date shall be cancelled as of the close of
business on such record date, and shall instead be made on the actual date of
issuance, if any.

                  (iv)  Adjustment of Conversion Price Upon Issuance of
Additional Shares of Common Stock. In the event the Company shall issue
Additional Shares of Common Stock (including Additional Shares of Common Stock
deemed to be issued pursuant to subarticle 3.4(d)(iii) hereof) for a
consideration per share less than any Affected Conversion Price in effect on the
date of and immediately prior to such issue, then and in such event, each such
Affected Conversion Price shall be reduced concurrently with such issue in order
to increase the number of shares of Common Stock into which the Convertible
Preferred Stock is convertible to a price (calculated to the nearest cent)
determined by the following formula:

                                         N + C
                                CP'= CP* ------
                                         N + AS

      where:

                                      -10-


            CP'         =     the Affected Conversion Price as so adjusted;

            CP          =     the former Affected Conversion Price;

            N           =     the number of shares of Common Stock outstanding
                              immediately prior to such issuance (or deemed
                              issuance) assuring exercise or conversion of all
                              outstanding securities for or convertible into
                              Common Stock;

            C           =     the number of shares of Common Stock that the
                              aggregate consideration received or deemed to be
                              received by the Company for the total number of
                              Additional Shares of Common Stock so issued or
                              deemed to be issued would purchase if the purchase
                              price per share were equal to such then existing
                              Affected Conversion Price;

            AS          =     the number of Additional Shares of Common Stock so
                              issued or deemed to be issued.

Notwithstanding the foregoing, no Affected Conversion Price shall be so reduced
at such time if the amount of such reduction would be an amount less than $.01,
but any such amount shall be carried forward and deduction with respect thereto
made at the time of and together with any subsequent reduction that, together
with such amount and any other amount or amounts so carried forward with respect
to such Affected Conversion Price, shall aggregate $.01 or more.

                  (v)   Determination of Consideration. For purposes of this
Article 3.4(d), the consideration received by the Company for the issue of any
Additional Shares of Common Stock shall be computed as follows.

                        (A)   Cash and Property. Such consideration shall:

                              (1) insofar as it consists of cash, be computed at
the aggregate amount of cash received by the Company excluding amounts paid or
payable for accrued interest or accrued dividends;

                              (2) insofar as it consists of property other than
cash, be computed at the fair value thereof at the time of such issue, as set
forth, in Article 3.2(d) above; and

                              (3) in the event Additional Shares of Common Stock
are issued together with other shares or securities or other assets of the
Company for consideration that covers both, be computed as provided in clauses
(1) and (2) above and the respective proportions of such consideration so
received shall be allocated as reasonably determined in good faith by the Board
of Directors.

                        (B)   Options and Convertible Securities. The
consideration per share received by the Company for Additional Shares of Common
Stock deemed to have been issued

                                      -11-


pursuant to subarticle 3.4(d)(iii) relating to Options and Convertible
Securities shall be determined by dividing:

                              (1) the total amount if any, received or
receivable by the Company as consideration for the issue of such Options or
Convertible Securities, plus the minimum aggregate amount of additional
consideration (as set forth in the instruments relating thereto, without regard
to any provision contained therein for a subsequent adjustment of such number)
payable to the Company upon the exercise of such Options or the conversion or
exchange of such Convertible Securities, or in the case of Options for
Convertible Securities, the exercise of such Options for Convertible Securities
and the conversion or exchange of such Convertible Securities by

                              (2) the maximum number of shares of Common Stock
(as set forth in the instruments relating thereto, without regard to any
provision contained therein for a subsequent adjustment of such number) issuable
upon the exercise of such Options or the conversion or exchange of such
Convertible Securities,

            (e)   Adjustments for Combinations or Subdivisions of Common Stock.
In the event that the Company at any time or from time to time after the
Original Issue Date shall declare or pay any dividend on the Common Stock
payable in Common Stock or in any right to acquire Common Stock, or shall effect
a subdivision of the outstanding shares of Common Stock into a greater number of
shares of Common Stock (by stock split, reclassification or otherwise), or in
the event the outstanding shares of Common Stock shall be combined or
consolidated, by classification or otherwise, into a lesser number of shares of
Common Stock, then each Conversion Price in effect immediately prior to such
event shall, concurrently with the effectiveness of such event, be
proportionately decreased or increased, as appropriate.

            (f)   Adjustments for Other Distributions. In the event the Company
at any time or from time to time makes, or fixes a record date for, a
determination of holders of Common Stock entitled to receive any distribution
payable in securities or other property of the Company other than Common Stock
and other than as otherwise adjusted in this Article 3.4, then and in each such
event, provision shall be made so that the holders of Convertible Preferred
Stock shall receive upon conversion thereof, in addition to the number of shares
of Common Stock receivable thereupon, the amount of securities and other
property of the Company which they would have received had their shares of
Convertible Preferred Stock been converted into Common Stock on the date of such
event and had they thereafter, during the period from the date of such event to
and including the date of conversion, retained such securities and other
property receivable by them as aforesaid during such period, subject to all
other adjustments called for during such period under this Article 3.4 with
respect to the rights of the holders of the Convertible Preferred Stock.

            (g)   Adjustments for Reclassification, Exchange and Substitution.
If the Common Stock issuable upon conversion of the Convertible Preferred Stock
shall be changed into the same or a different number of shares of any other
class or classes of stock, whether by capital reorganization, reclassification,
merger, share exchange or otherwise (other than a share subdivision or share
combination provided for in Article 3.4(e) above and a consolidation, merger or
sale treated as a Liquidation Event pursuant to Article 3.2(c) above), each
Affected Conversion Price then in effect shall, concurrently with the
effectiveness of such reorganization, reclassification, merger, share

                                      -12-


exchange or other transactions, be appropriately and equitably adjusted such
that the Convertible Preferred Stock shall be convertible into, in lieu of the
number of shares of Common Stock which the holders would otherwise have been
entitled to receive, that number of shares of such other class or classes of
stock equivalent to the number of shares of Common Stock that would have been
subject to receipt by the holders upon conversion of the Convertible Preferred
Stock immediately before such change.

            (h) No Impairment. The Company will not, by amendment of its
Certificate of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed hereunder by the Company, but will at all
times in good faith assist in the carrying out of all the provisions of this
Article 3.4 and in the taking of all such action as may be necessary or
appropriate in order to protect the Conversion Rights of the holders of
Convertible Preferred Stock against impairment.

            (i) Certificates as to Adjustments. Upon the occurrence of each
adjustment or readjustment of any Conversion Price pursuant to this Article 3.4,
the Company at its expense shall promptly compute such, adjustment or
readjustment in accordance with the terms hereof and prepare and furnish to each
holder of each affected series of Convertible Preferred Stock a certificate
setting forth such adjustment or readjustment and showing in detail the facts
upon which such adjustment or readjustment is based. The Company shall, upon,
the written request at any time of any holder of Convertible Preferred Stock
furnish or cause to be furnished to such holder a like certificate setting forth
(i) such adjustments and readjustments with respect to such series, (ii) the
Conversion Price of such series at the time in effect, and (iii) the number of
shares of Common Stock and the amount, if any, of other property that at the
time would be received upon the conversion of such series of Convertible
Preferred Stock.

            (j) Notices of Record Date. In the event of any taking by the
Company of a record of the holders of any class of securities for the purpose of
determining the holders thereof who are entitled to receive my dividend or other
distribution, any security or right convertible into or entitling the holder
thereof to receive additional shares of Common Stock, or any right to subscribe
for, purchase or otherwise acquire any shares of any class of stock or any other
securities or property, or to receive any other right, the Company shall mail to
each holder of Convertible Preferred Stock, at least 20 days prior to the date
specified therein, a notice specifying the date on which any such record is to
be taken for the purpose of such dividend, distribution, security or right, and
the amount and character of such dividend, distribution, security or right.

            (k) Issue Taxes. The Company shall pay any and all issue and other
taxes that may be payable in respect of any issue or delivery of shares of
Common Stock on conversion of shares of Convertible Preferred Stock pursuant
hereto; provided, however, that the Company shall not be obliged to pay any
transfer taxes resulting from say transfer requested by any holder in connection
with any such conversion.

            (l) Reservation of Shares Issuable Upon Conversion. The Company
shall at all times reserve and keep available out of its authorized but unissued
shares of Common Stock, solely for the purpose of effecting the conversion of
the shares of Convertible Preferred Stock, such

                                      -13-


number of its shares of Common Stock as shall from time to time be sufficient to
effect the conversion of all outstanding shares of Convertible Preferred Stock;
and if at any time the number of authorized but unissued shares of Common Stock
shall not be sufficient to effect the conversion of all then outstanding shares
of Convertible Preferred Stock, the Company will take such corporate action as
may, in the opinion of its counsel, be necessary to increase its authorized but
unissued shares of Common Stock to such number of shares as shall be sufficient
for such purpose, including, without limitation, engaging in best efforts to
obtain the requisite stockholder approval of any necessary amendment to the
Company's Certificate of Incorporation.

            (m)   Fractional Shares. No fractional shares shall be issued upon
conversion of any share or shares of Convertible Preferred Stock. All shares of
Common Stock (including fractions thereof) issuable upon conversion of more than
one share of Convertible Preferred Stock by a holder thereof shall be aggregated
for purposes of determining whether the conversion would result in the issuance
of any fractional shares. If, after the aforementioned aggregation, the
conversion would result in the issuance of a fraction of a share of Common
Stock, the Company shall, in lieu of issuing any fractional shares, pay the
holder otherwise entitled to such fraction a sum in cash equal to the fair value
of such fraction on the date of conversion (as determined in good faith by the
Board of Directors).

            (n)   Notice. Any notice required by the provisions of this
Certificate to be given to the holders of shares of Convertible Preferred Stock
shall be deemed received upon confirmed transmission by facsimile, telecopy,
delivery personally by hand or nationally recognized courier, or five (5) days
after deposit in the United States mail (postage prepaid), and addressed to each
holder of record at its address appearing on the books of the Company.
Notwithstanding the foregoing, if a stockholder to whom notice is to be given
has a address of record that is outside of the United States, then any notice to
such stockholder under this subarticle 3.4(n) shall be deemed given upon
confirmed transmission, by facsimile, telecopy or delivery personally by a
nationally recognized courier or ten (10) days after deposit in the United
States mail, postage prepaid, and addressed to such holder at its address
appearing on the books of the Company.

      3.5   Restrictions and Limitations.

            (a)   Series A Preferred Stock. Except as otherwise required by law,
the vote or written consent by the holders of at least a majority of the voting
power of the then outstanding shares of Series A Preferred Stock shall be
required for:

                  (i) any amendment to the Company's Certificate of
Incorporation or Bylaws, or any repeal or waiver of any provision thereof or
addition thereto;

                  (ii) any action, that would increase the number of authorized
shares of Preferred Stock or Series A Preferred Stock or that adversely alters
or changes the rights, preferences or privileges of the Series A Preferred
Stock; provided, that, no modification or amendment may be made by the Company
without the consent of each holder of Series A Preferred Stock to (a) reduce the
stated value of the liquidation preference of the Series A Preferred Stock; (b)
change the place or currency of payment of stated value or liquidation
preference of any Series A Preferred Stock; (c) impair the right to institute
suit for the enforcement of any payment on or with respect to any

                                      -14-


Series A Preferred Stock; (d) adversely affect the right to convert the Series A
Preferred Stock; or (e) reduce the percentage of outstanding Series A Preferred
Stock necessary to modify or amend the terms thereof or to grant waivers;

                  (iii) any action that creates a new class or series of shares
having a preference or priority as to dividends or assets superior to or on a
parity with that of the Series A Preferred Stock or having redemption rights or
anti-dilution protection superior to or on par with those applicable to the
Series A Preferred Stock (such class or series of shares, "Senior Shares");

                  (iv) any issuance of bonds, notes, debentures or other
securities that are convertible into or exchangeable for Senior Shares;

                  (v) any reclassification of any class or series of shares into
Senior Shares (including without limitation with respect to Series A Preferred
Stock issued after the Original Issue Date);

                  (vi) any application of the Company's assets to the redemption
or acquisition of any Series A-1 and A-2 Junior Securities, except for the
redemption of Common Stock and Series A-l Preferred Stock from employees or
consultants in connection with their termination of employment or consultation;

                  (vii) the making, authorization or approval of any dividend
(other than dividends payable in Common Stock) or other distribution upon any
Series A-l and A-2 Junior Securities;

                  (viii) any Change of Control;

                  (ix) the voluntary liquidation, dissolution or winding up of
the Company;

                  (x) the consummation of an initial public offering of the
Common Stock;

                  (xi) any acquisition or disposition of assets not in the
ordinary course of the Company's business with a fair value, either individually
or in the aggregate, in excess of $150,000;

                  (xii) entering into any agreement, contract or other financial
commitment with payments or obligations by the Company in excess of $200,000 for
each individual commitment or series of related commitments, or for $1,000,000
in the aggregate in any twelve month period;

                  (xiii) dismissing, hiring or entering into or amending an
employment agreement with, or increasing the annual compensation to, the chief
executive office, chief operating officer, chief financial officer, chief
technology officer or other equivalent or senior level officer ("Senior
Management");

                  (xiv) creating, incurring or permitting to exist any liens
(other than liens arising by operation of law in the ordinary course of
business) on any of the assets of the Company;

                                      -15-


                  (xv) any capital expenditure other than expenditures that are
within the Company's annual budget for such year as approved by the Board;

                  (xvi) incurring, creating or guaranteeing any indebtedness
other than borrowings that are within the Company's annual budget for such year
as approved by the Board;

                  (xvii) any material change in the nature of the business of
the Company as contemplated in the Company's May 2003 Offering Memorandum;

                  (xviii) the establishment of any employee benefit or bonus
plan not currently in existence on the date of filing of this Amended and
Restated Certificate of Incorporation or the amendment of any currently existing
employee benefit or bonus plan existing on such date;

                  (xix) any transaction with a director, or a member of Senior
Management of the Company, or any of its subsidiaries or any affiliate (except
stock option agreements upon the grant of stock options);

                  (xx) any agreement or commitment to do any of the foregoing.

      3.6   Intentionally Omitted.

      3.7   Preemptive Rights.

            (a)   Pro Rata Right. Company hereby grants to each holder of
Convertible Preferred Stock (hereinafter referred to in this Article 3.7 as a
"Holder"), the right of participation to purchase up to its pro rata share of
all New Securities (as defined in subarticle 3.7(b) hereof) which the Company
may, from time to time, propose to sell and issue. A Holder's pro rata share,
for purposes of this right of participation, is the ratio (A) the numerator of
which is the number of shares of Common Stock held by such Holder or issuable to
such Holder upon the conversion of Preferred Stock or issuable upon the exercise
of exercisable warrants or options as of the date of Company's written notice
pursuant to subarticle 3.7(c) hereof, and (B) the denominator of which is the
number of shares of Common Stock outstanding on a fully diluted basis (including
all securities issuable upon the exercise of outstanding options and warrants
but excluding securities reserved for issuance, but not yet granted, in
connection with any equity incentive plan approved by the Board). Each Holder
shall have a right of over-allotment such that if any Holder fails to exercise
its right hereunder to purchase its pro rata shares of New Securities, the other
Holders may purchase the non-purchasing Holder's portion of a pro rata basis as
set forth in subarticle (d) hereof. This right of participation shall be subject
to the following provisions of this Article 3.7.

            (b)   New Securities. "New Securities" shall mean any capital shares
of Company, whether now authorized or not, and any rights, options or warrants
to purchase capital shares, and securities of any type whatsoever that are, or
may become, convertible or exchangeable into capital shares; provided that the
term "New Securities" does not include shares issued:

                  (i) upon sale and issuance of the Convertible Preferred Stock
on or before the Original Issue Date, or upon conversion of shares of
Convertible Preferred Stock;

                                      -16-


                  (ii) to officers, directors or employees of or consultants to
the Company pursuant to any Stock purchase plan or arrangement, stock option
plan, or other stock incentive plan or agreement approved by the Board of
Directors (and issued on or after the Original Issue Date), but in any event not
exceeding the aggregate of 5,725,000 shares of Common Stock, 5,000,000 shares of
Series A-l Preferred Stock and 3,000,000 shares of Series A-3 Preferred Stock,
in each case subject to adjustment for combinations, consolidations,
recapitalizations, stock splits, stock dividends and the like (net of any
repurchases of such shares of cancellations or expirations of options);

                  (iii) upon exercise of 536,230 options and 1,445,386 warrants
to purchase shares of Common Stock outstanding on the Original Issue Date;

                  (iv) upon exercise of options or warrants granted or
outstanding on the Original Issue Date to purchase up to 510,000 shares of
Series A-l Preferred Stock, 22,600,201 shares of Series A-3 Preferred Stock and
12,500,000 shares of Series A-2 Preferred Stock; or

                  (v) by way of dividend or other distribution on shares
excluded from the definition of New Securities by the foregoing clauses (i),
(ii), (iii), (iv) or this clause (v).

            (c)   Required Notices. In the event the Company proposes to
undertake an issuance of New Securities, it shall give each Holder written
notice of its intention, describing the type of New Securities, the price and
the general terms upon which the Company proposes to issue the same. Each such
Holder shall have twenty (20) days from the date of receipt of any such notice
to agree to purchase the Holder's pro rata share of such New Securities for the
price and upon the general terms specified in the notice by giving written
notice to the Company and stating therein the quantity of New Securities to be
purchased.

            (d)   Over-Allotment. In the event that any Holder elects not to
purchase its pro rata share of such New Securities, the Company shall notify
each Holder within five (5) days following the expiration of said twenty
(20)-day period of the number of New Securities not elected to be purchased by
such Holders (the "Unpurchased Securities"). Within five (5) days following
receipt of such notice, any Holder may elect, by written notice to the Company
and the other Holders, to purchase all or a portion of such Unpurchased
Securities. If Holders deliver notices electing to purchase more than the total
numbers of Unpurchased Securities, the Unpurchased Securities shall be allocated
on a pro rata basis (as determined in accordance with subarticle (a) hereof).

            (e)   Company's Right to Sell. In the event the Holders fail to
exercise the right of participation as to all New Securities offered within said
twenty (20)-day period and after expiration of the ten (10)-day period for
exercise of the over-allotment provisions set forth in subarticle (d) above,
Company shall have one hundred eighty (180) days thereafter to sell all such New
Securities respecting which such Holders' right of participation hereunder was
not exercised, at a price and upon general terms no more favorable in any
material respect to the purchasers thereof than specified in Company's notice.
In the event the Company has not sold all such New Securities within said one
hundred eighty (180)-day period, Company shall not thereafter issue or sell any
New Securities without first offering such New Securities to the Holders in the
manner provided herein.

                                      -17-


            (f)   Waiver of Right. The Company shall not be required to comply
with the provisions of this Article 3.7 if it receives a written waiver of such
compliance from holders of a majority in voting interest of the Convertible
Preferred Stock, voting separately as a class. Notwithstanding the foregoing,
for purposes of determining the majority in voting interest of Convertible
Preferred Stock with respect to any such waiver, all shares of Series A-1
Preferred Stock outstanding at such time, shares of Series A-2 Preferred Stock
originally issued on the Original Issue Date outstanding at such time (but
excluding any shares of Series A-2 Preferred Stock issued upon exercise of any
option or warrant to purchase such shares), shares of Series A-3 Preferred Stock
outstanding at such time, and shares issuable pursuant to warrants exercisable
for Series A-3 Preferred Stock outstanding at such time shall vote together as a
single class. Such waiver shall apply equally and at the same time to all
holders of each series of Convertible Preferred Stock and shall apply to only
the specific issuance detailed in such waiver and shall not affect the Company's
future compliance with this Article 3.7.

            (g)   Expiration of Right. The right of participation granted under
this Article 3.7 shall not apply to, and shall expire upon, the closing of a
Qualified Public Offering.

      3.8   Rights and Preferences of Series A-1, Series A-2 and Series A-3
Preferred Stock. Except with respect to the voting rights set forth in Articles
3.3(a) and 3.5 hereof and the liquidation preference rights set forth in Article
3.2(b) hereof, the Series A-1 Preferred Stock, the Series A-2 Preferred Stock
and the Series A-3 Preferred Stock shall have identical rights and preferences.

                                   ARTICLE IV

      The purpose of the Company is to engage m any lawful act or activity for
which corporations m>>y be organized tinder the General Corporation Law of
Delaware.

                                    ARTICLE V

      The Company is to have perpetual existence.

                                   ARTICLE VI

      Except as otherwise provided in this Amended and Restated Certificate of
Incorporation, the Board of Directors may from time to time make, amend,
supplement or repeal the Bylaws; provided, however, that the stockholders may
change or repeal any Bylaw adopted by the Board of Directors by the affirmative
vote of the holders of a majority of the voting power of all of the then
outstanding stares of the capital stock of the Company (considered for this
purpose as one class), except as otherwise provided in this Amended and Restated
Certificate of Incorporation. No amendment or supplement to the Bylaws adopted
by the Board of Directors shall vary or conflict with any amendment or
supplement thus adopted by the stockholders.

                                  ARTICLE VII

      Except as otherwise provided in this Amended and Restated Certificate of
Incorporation, the Company reserves the right to amend, alter, change or repeal
any provision contained in this Amended and Restated Certificate of
Incorporation in the manner now or hereafter prescribed by

                                      -18-


law, and all rights and powers conferred herein on stockholders, directors and
officers are subject to this reserved power.

                                  ARTICLE VIII

      The election of directors need not be by written ballot unless the Bylaws
of the Company shall so provide.

                                   ARTICLE IX

      Meetings of stockholders may be held within or outside the State of
Delaware, as the Bylaws may provide. The books of the Company may be kept
(subject to any statutory provision) outside the State of Delaware at such place
or places as may be designated from time to time by the Board of Directors or in
the Bylaws of the Company.

                                   ARTICLE X

      A. A director of the Company shall not be personally liable to the Company
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the General Corporation Law of Delaware, or (iv)
for any transaction from which the director derived any improper personal
benefit. If the General Corporation Law of Delaware is amended after approval by
the stockholders of this Article X to authorize corporate action further
eliminating or limiting the personal liability of directors then the liability
of a director of the Company shall be eliminated or limited to the fullest
extent permitted by the General Corporation Law of Delaware as so amended.

      B. The Company shall indemnify its directors and officers to the fullest
extent authorized or permitted by law, as now or hereafter in effect, and such
right to indemnification shall continue as to a person who has ceased to be a
director or officer of the Company and shall inure to the benefit of his or her
heirs, executors, and personal and legal representatives; provided, however,
that, except for proceedings to enforce rights to indemnification, the Company
shall not be obligated to indemnify any director or officer (or his or her
heirs, executors or personal or legal representatives) in connection with a
proceeding (or part thereof) initiated by such person unless such proceeding (or
part thereof) was authorized or consented to by the Board of Directors. The
right to indemnification conferred by this Article X shall include the right to
be paid by the Company the expenses incurred in defending or otherwise
participating in any proceeding in advance of its final disposition.

      C. The Company may, to the extent authorized from time to time by the
Board of Directors, provide rights to indemnification and to the advancement of
expenses to employees and agents of the Company similar to those conferred in
this Article X to directors and officers of the Company.

      D. The rights to indemnification and to the advance of expenses conferred
in this Article X shall not be exclusive of any other right which any person may
have or hereafter acquire

                                      -19-


under this Amended and Restated Certificate of Incorporation, the Bylaws of the
Company, any statute, agreement, vote of stockholders or disinterested directors
or otherwise.

      E. Any repeal or modification of this Article X, or the adoption of any
provisions of this Amended and Restated Certificate of Incorporation
inconsistent with this Article X, by the stockholders of the Company shall not
adversely affect any rights or protection of a director or officer of the
Company existing at the time of such repeal or modification or increase the
liability of any director with respect to any acts or omissions occurring prior
to such repeal or modification.

                                      -20-

                                                                   EXHIBIT 3.1.3

                            ARTICLES OF INCORPORATION

                                       OF

                            UNITIVE ELECTRONICS, INC.

      I, the undersigned natural person of the age of eighteen (18) years or
more, for the purpose of forming a business corporation under the laws of the
State of North Carolina, as contained in Chapter 55 of the General Statues of
North Carolina, entitled Business Corporation Act, and the several amendments
thereto, hereby set forth Articles of Incorporation as follows:

                                    ARTICLE I

      Name. The name of the Corporation is Unitive Electronics, Inc.

                                   ARTICLE II

      Period of Duration. The period of duration of the Corporation shall be
perpetual.

                                   ARTICLE III

      Purpose. The purpose or purposes for which the Corporation is organized
are:

      To engage in the business of electronic manufacturing; and

      In general, to have and exercise any and all powers that corporations have
and may exercise under the laws of the State of North Carolina and as the same
may be amended, except such powers as are inconsistent with the express
provisions of these Articles.

                                   ARTICLE IV

      Capital Stock. The aggregate number of shares that the Corporation shall
have authority to issue is Ten Million (10,000,000), divided into one class. The
designation of the class, number of shares of the class, series, if any, within
the class, and the par value, if any, of the shares of each class, or statement
that the shares of any class are without par value, is as follows:



                      NUMBER OF      PAR VALUE
CLASS     SERIES        SHARES       PER SHARE
- -----     ------     ----------      ---------
                            
Common     A         10,000,000       $0.01


                                    ARTICLE V

      Preferences, Etc. The preferences, limitations and relative rights of each
class and series of the shares are as follows: None.



                                   ARTICLE VI

      Consideration for Shares. The minimum amount of consideration for shares
to be received by the Corporation before it shall commence business is $100.00.

                                   ARTICLE VII

      Registered Office and Registered Agent. The address of the initial
registered office of the Corporation is: Two Hannover Square, Suite 2404,
Raleigh, Wake County, North Carolina 27601. Initial Registered Agent at such
address is William D. Harazin.

                                  ARTICLE VIII

      Directors. The number of Directors of the Corporation may be fixed by the
Bylaws, but shall not be less than one (1). The number of Directors constituting
the initial Board of Directors shall be one, and the name and address of the
person who is to serve as Director until the first meeting of Shareholders or
until their successors shall be elected and qualified is:



     NAME                                     ADDRESS
- ------------------       --------------------------------------------------
                      
Willaim D. Harazin       Two Hannover Square, Suite 2404, Raleigh, NC 27601


                                   ARTICLE IX

      Incorporator. The name and address of the Incorporator is William D.
Harazin, Two Hannover Square, Raleigh, Wake County, North Carolina 27601.

      IN TESTIMONY WHEREOF, I have hereunto set my hand this 9th day of April,
1996, A.D.

                                            /s/ William D. Harazin
                                            -----------------------------------
                                            William D. Harazin, Incorporator

                                                                   EXHIBIT 3.1.4

                              ARTICLES OF AMENDMENT

      Pursuant to Section 55-10-06 of the General Statutes of North Carolina,
the undersigned corporation hereby submits [illegible] Articles of Amendment for
the purpose of amending its [illegible] Incorporation:

      1. The name of the corporation is Unitive Electronics, Inc.

      2. The text of the amendment adopted is as follows:

      Article IV is hereby amended by deleting the existing Article IV and
substituting in its place the following:

      "The total number of shares that the Corporation shall have authority to
      issue is Twenty Million (20,000,000) shares of Common stock, with a par
      value of One Cent ($0.01) per share."

      3. The foregoing amendment was adopted on the 6th day of October 1997, by
the Board of Directors without shareholder action, which was not required
because no shares of the corporation's common stock have been issued.

      4. These Articles will be effective upon filing.

                                                 UNITIVE ELECTRONICS, INC.

                                                 By: /s/ Frank Hart
                                                     --------------------------
                                                     Frank Hart, President

                                                                   EXHIBIT 3.1.5

                              ARTICLES OF AMENDMENT
                                       OF
                            ARTICLES OF INCORPORATION
                                       OF
                            UNITIVE ELECTRONICS, INC.

      Pursuant to North Carolina General Statutes Section 55-10-06, the
undersigned corporation (the "CORPORATION") hereby submits these Articles of
Amendment for the purpose of amending its Articles of Incorporation:

      (1) The name of the Corporation is Unitive Electronics, Inc.

      (2) Article IV of the Articles of Incorporation of the Corporation is
deleted.

      (2) Article V of the Articles of Incorporation of the Corporation is
deleted, and a new Article V is adopted, which reads as follows:

                                   "ARTICLE V
                           CAPITAL STOCK; PREFERENCES

      A. The number of shares the Corporation is authorized to issue is
thirty-one million (31,000,000) of which sixteen million nine hundred
ninety-nine thousand (16,999,000) shares shall be designated as Class A Voting
Common stock (the "VOTING COMMON STOCK"), of which one thousand (1,000) shares
shall be designated as Class B Non-Voting Common stock (the "NON-VOTING COMMON
STOCK") (the Voting Common Stock and the Non-Voting Common Stock are sometimes
collectively referred to as the "COMMON STOCK"), of which thirteen million six
hundred ninety-eight thousand eight hundred seventy-five (13,698,875) shares
shall be designated Series A Preferred stock (the "SERIES A PREFERRED STOCK"),
and of which three hundred one thousand one hundred twenty-five (301,125) shares
shall be undesignated with the preferences, limitations, and relative rights
thereof to be determined by the Board of Directors of the Corporation pursuant
to North Carolina General Statutes Section 55-6-02. The Series A Preferred Stock
is hereunder sometimes referred to as the "PREFERRED STOCK." The shares of
Common Stock shall have a par value of $0.001 per share. The shares of Series A
Preferred Stock shall have a par value of $0.001 per share.

      B. The preferences, limitations and relative rights relating to the Common
Stock and the Series A Preferred Stock are as set forth below.

Unless otherwise indicated, all references to sections or subsections set forth
in this Section B of Article V are deemed to refer to sections or subsections
within this Section B of Article V.

1.    Dividends



      (a) Dividends on Series A Preferred Stock. The holders of Series A
Preferred Stock shall be entitled to receive out of the assets of Corporation
legally available therefor, dividends when, as and if declared by the Board of
Directors of Corporation (the "SERIES A DIVIDEND PREFERENCES").

      (b) Dividends on Common Stock. The holders of Common Stock shall be
entitled to receive out of the assets of Corporation legally available
therefore, dividends when, as and if declared by the Board of Directors of
Corporation, provided, however, that no dividend may be declared or paid by
Corporation upon any share of Common Stock unless equivalent dividends are then
declared and paid on the Series A Preferred Stock.

2.    Liquidation Preference.

      (a) Series A Preferred Stock. In the event of any liquidation, dissolution
or winding up of Corporation, either voluntary or involuntary (the "EVENT"), the
holders of the Series A Preferred Stock shall be entitled to receive, prior and
in preference to any distribution of any of the assets or surplus funds of
Corporation to the holders of the Series A Preferred Stock or Common Stock by
reason of their ownership thereof, an amount equal to One Dollar ($1.00) per
share (as adjusted for any combination, consolidation, stock distributions or
stock dividends with respect to such shares) plus all (or any) accrued but
unpaid dividends on such shares (the "SERIES A LIQUIDATION PREFERENCE"). If upon
the occurrence of such Event, the asserts and funds to be distributed among the
holders of the Series A Preferred Stock shall be insufficient to permit the
payment to such holders of the full Series A Liquidation Preference, then the
entire assets and funds of Corporation legally available for distribution shall
be distributed ratably among the holders of Series A Preferred Stock based upon
the number of shares of Series A Preferred Stock then held by them.

      (b) Common Stock. In the event of any Event, and subject to the payment in
full of the Series A Liquidation preference, the entire remaining assets and
funds of Corporation legally available for distribution shall be distributed
ratably among the holders of Common Stock based upon the number of shares of
Common Stock then held by them. For purposes of this subparagraph (b), the
holders of the Series A Preferred Stock shall be considered holders of the
number of shares of Common Stock as such holder would be entitled to receive if
such shares of Series A Preferred stock held by such holder were converted to
Common Stock, as set forth in Section 4 herein.

      (c) Consolidation Merger, etc. A consolidation, merger of Corporation with
or into any other corporation or corporation or other corporation or other
corporate reorganization in which Corporation is not the surviving entity
(unless the stockholders of Corporation hold in excess of fifty percent (50%) of
the voting power of the surviving corporation after such merger or
reorganization), a transaction or series of related transactions in which in
excess of fifty percent (50%) of Corporation's voting power is transferred to a
third party (or group of affiliated third parties) who were not previously
stockholders of Corporation, or a sale of all or substantially all of the assets
of Corporation (unless the stockholders of Corporation holder in excess of fifty
percent (50%) of the voting power of the purchasing entity), shall be deemed to
be a liquidation, dissolution or winding up within the meaning of this Section
2, and shall entitle the holders of Series A Preferred Stock and Common Stock to
receive at the closing thereof in cash, securities (valued as provided in
subsection 2(d) hereof) or other property amounts as specified in subsections
2(a) and 2(b) hereof.

                                       -2-


      (d) Valuation of Securities. Any securities to be delivered pursuant to
this Section 2 shall be valued as follows:

      1. Securities not subject to investment letter or other similar
restrictions on from marketability covered by subsection 2(d)2 hereof:

            (i) If traded on a securities exchanged, the value shall be deemed
to be the average of the closing prices of the securities on such exchange on
such exchange over the thirty (30)-day period ending three (3) business days
prior to the date of the Notice as defined in Section 2(e) below;

            (ii) If actively traded over-the-counter, the value shall be deemed
to be the average of the closing bid or sale prices (whichever are applicable)
over the thirty (30)-day period ending three (3) days prior to the closing; and

            (iii) if there is no active public market, the value shall be the
fair market value thereof, as determined in good faith by either; (a) a majority
of this Board of Directors, which majority shall include at least two (2)
representatives of this holders of the Series A Preferred Stock or (b) if a
majority of the Board cannot reach consensus of the majority of the Board does
not include at least two (2) representatives of the holders of the Series A
Preferred Stock, by an independent appraiser selected by a majority of the Board
of Directors and approved by at least two (2) representatives of the holders of
the Series A Preferred Stock.

      2. The method of valuation of valuation of securities subject to
investment letter or other restriction on free marketability other than
restrictions arising solely by virtue of a stockholder's status as an affiliate
or former affiliate shall be to make an appropriate discount from the market
value determined as provided in clauses (i), (ii) or (iii) or subsection 2(d)1
hereof, to reflect the adjusted fair market value thereof.

      (e) Notice. Written notice (the "Notice") of any such liquidation,
dissolution or winding up of Corporation within the meaning of this Section 2,
which states the payment date, the place where said payments shall be made and
the date on which Conversion Rights (as defined in Section 4 hereof) terminate
as to such shares (which shall be not less than ten (10) days after the date of
such Notice), shall be given by first class mail, postage prepaid, or by
telecopy or facsimile, not less than twenty (20) days prior to the payment date
state therein , to the then holders of record of Series A Preferred Stock and
Common Stock such Notice to be addressed to each such holder at its address as
shown on the records of Corporation.

3.    Voting Rights.

      (a) Generally.

            (i) Except as otherwise expressly provided herein or as required by
law, the holder of each share of Series A Preferred Stock shall be entitled to
the number of votes equal to the number of shares of Voting Common Stock into
which such share of Series A Preferred Stock could be converted on the
appropriate record date and shall have voting rights and powers equal to the
voting rights and powers of the Voting Common Stock (except as otherwise
expressly provided

                                      -3-


herein or as required by law, voting together with the Voting Common Stock as a
single class) and shall be entitled to notice of any stockholders' meeting in
accordance with the Bylaws of Corporation. Fractional votes shall not be
permitted and any fractional voting rights resulting from the above formula
(after aggregating all shares of Voting Common Stock into which shares of Series
A Preferred Stock held by each holder could be converted) shall be rounded to
the nearest whole number (with one-half being rounded upward).

            (ii) Each holder of Voting Common Stock shall be entitled to one
vote per share of Voting Common Stock owned by such holder.

            (iii) The shares of Non-Voting Common Stock shall not be entitled to
vote on any matter or to receive notice of meetings of the shareholders, except
as required by applicable law.

            (iii) The shares of Non-Voting Common Stock shall not be entitled to
vote on any matter or to receive notice of meetings of the shareholders, except
as required by applicable law.

      (b) Quorum. Except as otherwise required by law, the presence in person or
by proxy of the holders of a majority of the outstanding shares of Voting Common
Stock and Series A Preferred Stock shall constitute a quorum.

4.    Conversion.

      The holders of Series A Preferred Stock shall have conversion rights as
follows (the "Conversion Rights"):

      (a) Right to Convert. Each share of Series A Preferred Stock shall be
convertible, at the option of the holder thereof, at any time after the date of
insurance of such share (but prior to the date that Conversion Rights terminate
as set forth in the liquidation Notice issued pursuant to Section 2(e), if
any,), at the office of Corporation or any transfer agent for such stock, into
fully paid and non assignable shares of Voting Common Stock. The number of
shares of Voting Common Stock into which each share of the Series A Preferred
Stock may be converted shall be determined by dividing the Series A Original
Price (as hereinafter defined) by the Series A Conversion Price (determined as
hereinafter provided ) in effect at the time of the conversion. For purposes of
this Section 4, the "Series A Original Price" is One Dollar ($1.00) per share.
The "Series A Conversion Price," before any adjustment is required pursuant to
Section 4(d), shall be equal to the Series A Original Price.

      (b) Automatic Conversion. Each share of Series A Preferred Stock shall
automatically be converted into shares of Voting Common Stock at the then
effective applicable Conversion Price immediately upon the closing of the sale
of Corporation's Voting Common Stock in an underwritten public offering
registered under the Securities Act of 1933, as amended (the "1933 Act") (other
than a registration relating solely to a transaction under Rule 145 under such
Act or any successor rule thereto) in which (before deduction of underwriter
commissions and selling expenses) the public offering price is equal to or
exceeds Five Dollars ($5.00) per share of Voting Common Stock (subject to
adjustment for stock splits, reverse stock splits and other similar corporate

                                      -4-


reorganizations) and the gross proceeds to Corporation equal or exceed Twenty
million Dollars ($20,000,000) (hereinafter, a "Qualified Public Offering").

      (c) Mechanics of Voluntary Conversion. Before any holder of Series A
Preferred Stock shall be entitled to convert the names into shares of Voting
Common Stock, such holder shall surrender the certificate or certificates
thereof, duly endorsed, at the office of Corporation or of any transfer agent
for such stock, and shall give written notice to Corporate at such office that
it elects to convert the same and shall state therein the name or names in which
it wishes the certificate or certificates for shares of Voting Common Stock to
be issued. Corporation shall, as soon as practicable thereafter and it its
expense, issue and deliver at such office to such older a certificate or
certificates for the number of shares of Voting Common Stock to which it shall
be entitled as aforesaid. Such conversion shall be deemed to have been made
immediately prior to the close of business on the date of surrender of the
shares of Series A Preferred Stock to be converted, and the person or persons
entitled to receive these shares of Voting Common Stock issuable upon such
conversion shall be treated for all purposes as the record holder or holders of
such shares of Voting Common stock on such date.

      (d) Adjustments to Conversion Price for Diluting Issues.

      1. Special Definitions. For purposes of this subsection 4(d), the
following definitions apply:

      (i) "Options" shall mean rights, options, or warrants to subscribe for,
purchase or otherwise acquire either Common Stock or Convertible Securities, as
hereinafter defined.

      (ii) "Original Issue Date" shall mean the date on which the first share of
Series A Preferred Stock was first issued.

      (iii) "Convertible Securities" shall mean any evidences of indebtedness,
shares or other securities directly or indirectly convertible into or
exchangeable for Common Stock.

      (iv) "Additional Shares of common Stock" shall mean all shares of Common
Stock issued (or, pursuant to subsection 4(d)3, hereof, deemed to be issued) by
Corporation after the Original Issue Date, other than shares of Common Stock
issued or issuable at any time:

            (1) upon conversion of shares of Series A Preferred Stock authorized
herein;

            (2) to directors, officers, employees or advisors, of Corporation
pursuant to a plan or agreement approved by the Board of Directors of
Corporation (the "Management Option Plan"), not to exceed two million one
hundred forty-one thousand three hundred seventy-five (2,141,375) shares
appropriately adjusted for any stock split, stock dividend or other
recapitalization;

            (3) upon exercise of that certain Stock Purchase Warrant to be
issued to MCNC by Corporation on or before May 31, 1998 in partial consideration
of the grant to Corporation of a license to corporation of certain technology
(the "MCNC Warrant");

                                      -5-


            (4) by way of dividend or other distribution on shares excluded from
the definition of Additional Shares of Common Stock by the foregoing clauses
(1), (2), (3) or this clause (4).

      2. No Adjustment of Conversion Price. No adjustment in the Conversion
Price of a particular share of Series A Preferred Stock shall be made in respect
of the issuance of Additional Shares of Common Stock unless the consideration
per share for an Additional Share of Common Stock issued or deemed to be issued
by Corporation is less than the respective Conversion price in effect on the
date of, and immediately prior to such issue, for such share of Series A
Preferred Stock.

      3. Deemed Issue of Additional Shares of Common Stock. In the event
Corporation at any time or from time to time after the Original Issue Date shall
issue any Options or Convertible Securities or shall fix a record date for the
determination of holders of any class of securities then entitled to receive any
such Options or Convertible Securities, then the maximum number of shares (as
set forth in the instrument relating thereto without regard to any provisions
contained therein for a subsequent adjustment of such number) of Common Stock
issuable upon the exercise of such Options or, in the case of Convertible
Securities and Options therefore, the conversion or exchange of such Convertible
Securities, shall be deemed to be Additional Shares of Common Stock issued as of
the time of such issue or, in case such a record date shall have been fixed, as
of the case of business on such record date. In any such case in which
Additional Shares of Common Stock are deemed to be issued:

      (i) no further adjustments in the respective Conversion Prices shall be
made upon the subsequent issue of Conversion Securities or shares of Common
Stock upon the exercise of such Options or conversion or exchange of such
Convertible Securities;

      (ii) If such Options or Convertible Securities by their terms provide,
with the passage of time or otherwise, for any increase in the consideration
payable to Corporation or decrease in the number of Common Stock issuable, upon
the exercise, conversion or exchange thereof, the respective Conversion Prices
computed upon the original issue thereof (or upon the occurrence of a record
date with respect thereto), and any subsequent adjustments based thereon, shall,
upon any such increase or decrease becoming affective, be recomputed to reflect
such increase or decrease insofar as it affects such Options or the rights of
conversion or exchange under such Convertible Securities (provided, however,
that no such adjustment of the respective Conversion Prices shall affect
Conversion Stock previously issued upon conversion of the Series A Preferred
Stock);

      (iii) upon the expiration of any such Options or any rights of conversion
or exchange under such Convertible Securities which shall not have been
exercised, the respective Conversion prices computed upon the original issue
thereof (or upon the occurrence of a record date with respect thereto), and any
subsequent adjustments based thereon, shall, upon such expiration, be recomputed
as if:

      (1) in the case of Convertible Securities or Options for Common Stock, the
only Additional Shares of Common Stock issued were the shares of Common Stock,
if any, actually issued upon the exercise of such Options or the conversion or
exchange of such Convertible Securities and the consideration received therefore
was the consideration actually received by

                                      -6-


Corporation for the issue of all such Options, whether or not exercised, plus
the consideration actually received by consideration actually received by
Corporation upon such exercise, or for the issue of all such Convertible
Securities which were actually converted or exchanged, plus the additional
consideration, if any, actually received by Corporation upon such conversion or
exchange, and

      (2) in the case of Options for Convertible Securities, only the
Convertible Securities, if any, actually issued upon the exercise thereof were
issued at the time of issue of such Options and the consideration received by
Corporation for the Additional Shares of Common Stock deemed to have been then
issued was the consideration actually received by Corporation for the issued of
all such Options, whether or not exercised, plus the consideration deemed to
have been received by Corporation (determined pursuant to subsection 4(d)5,
hereof) upon the issue of the Convertible Securities with respect to which such
Options were actually exercised;

      (iv) no readjustment pursuant to clauses (1) or (2) above shall have the
affect of increasing the respective Conversion Prices to an amount which exceeds
the lower of (1) such Conversion Prices to an amount which exceeds the lower of
(1) such Conversion Price on the original adjustment date, or (2) such
Conversion Price that would have resulted from any issuance of Additional Shares
of Common Stock between the original adjustment date and such readjustment date;

      (v) in the case of any Options which expire by their terms not more than
thirty (30) days after the date of issue thereof, no adjustment of the
respective Conversion Prices shall be made (except as to shares of Series A
Preferred Stock converted in such period) until the expiration or exercise of
all such Options, whereupon such adjustment shall be made in the same manner
provided in clause (iii) above; and

      (vi) if any such record date shall have been fixed and such Options or
Convertible Securities are not issued on the date fixed thereof, the adjustment
previously made in the respective Conversion Prices which became effective on
such record date shall be canceled as of the close of business on such record
date, and shall instead be made on the actual date of issuance, if any.

      4. Adjustment of Conversion Price Upon Issuance of Additional Shares of
Common Stock. In the event Corporation shall issue Additional Shares of Common
Stock (including Additional Share of Common Stock deemed to be issued pursuant
to subsection 4(d)3. hereof) without consideration or for a consideration per
share less than the Series A Conversion Price in effect on the date of and
immediately prior to such issue, then and in such event, such Series A
Conversion Price shall be reduced concurrently with such issue, to a price
(calculated to the nearest cent) determined by the following formula:

                                    CP(1) = CP x O + C
                                                 -----
                                                 O + AS
where:

      CP    = the Conversion Price prior to adjustment

                                      -7-


      CP(1) = the Conversion Price as so adjusted

      O=    the number of shares of Common Stock outstanding immediately prior
            to such issue (determined on a fully-diluted basis)

      C=    the number of shares of Common Stock which could be purchased at
            the Conversion Price prior to adjustment with the aggregate of the
            consideration received or deemed to be received by Corporation for
            the total number of Additional Shares of Common Stock so issued or
            deemed to be issued, and

      AS=   the number of Additional Shares of Common Stock so issued or
            deemed to be issued.

      5. Determination of Consideration. For purposes of this subsection 4(d),
the consideration received by Corporation for the issue of any Additional Shares
of Common Stock shall be computed as follows:

      (A) Cash and Property: Such consideration shall:

                  (1) insofar as it consists of cash, be computed at the
aggregate amount of cash received by Corporation excluding amounts paid or
payable for accrued interest or accrued dividends;

                  (2) insofar as it consists of property other than cash, be
computed at the fair value thereof at the time of such issue, as determined in
good faith by the Board of Directors; and

                  (3) in the event Additional Shares of Common Stock are issued
together with other shares or securities or other assets of Corporation for
consideration which covers both, be the proportion of such consideration so
received, computed as provided in clauses (1) and (2) above, as determined in
good faith by the Board of Directors.

            (B) Options and Convertible Securities. The consideration per share
received by Corporation for Additional Shares of Common Stock deemed to have
been issued pursuant to subsection 4(d)3, relating to Options and Convertible
Securities shall be determined by dividing:

                  (1) the total amount, if any, received or receivable by
Corporation as consideration for the issue of such Options or Convertible
Securities, plus the minimum aggregate amount of additional consideration (as
set forth in the instruments relating thereto, without regard to any provision
contained therein for a subsequent adjustment of such number) payable to
Corporation upon the exercise of such Options or the conversion or exchange of
such Convertible Securities, or in the case of Options for Convertible
Securities, the exercise of such Options for Convertible Securities and the
conversion or exchange of such Convertible Securities, by

                  (2) the maximum number of shares of Common Stock (as set forth
in the instruments relating thereto, without regard to any provision contained
therein for a subsequent adjustment of such number) issuable upon the exercise
of such Options or the conversion or exchange of such Convertible Securities.

                                      -8-


      6. Adjustment for Combinations or Subdivisions of Common Stock. In the
event that Corporation at any time or from time to time after the Original Issue
Date shall declare or pay any dividend on the Common Stock payable in Common
Stock or in any right to acquire Common Stock, or shall effect a subdivision of
the outstanding shares of Common Stock into a greater number of shares of Common
Stock (by stock split, reclassification or otherwise), or in the event the
outstanding shares of Common Stock shall be combined or consolidated, by
reclassification or otherwise, into a lesser number of shares of Common Stock,
then the respective Conversion Prices in effect immediately prior to such event
shall, concurrently with the effectiveness of such event, be proportionately
decreased or increased, as appropriate.

      (e) Other Distributions. In the event Corporation shall at any time or
from time to time make or issue or fix a record date for the determination of
holders of Common Stock entitled to receive, a dividend or other distribution
payable in securities of Corporation or any of its subsidiaries, other than
Additional Shares of Common Stock, then in each such event provision shall be
made so that the holders of Series A Preferred Stock shall receive, upon the
conversion thereof, the securities of Corporation which they would have received
had their stock been converted into Common Stock on the date of such event.

      (f) No Impairment. Corporation shall not, by amendment of its Articles of
Incorporation or through any reorganization, transfer of assets, consolidation,
merger dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms to be
observed or performed hereunder by Corporation, but will at all times in good
faith assist in the carrying out of all the provisions of this Section 4 and in
the taking of all such action as may be necessary or appropriate in order to
protect the Conversion Rights of the holders of Series A Preferred Stock against
impairment.

      (g) Certificates as to Adjustments. Upon the occurrence of such adjustment
or readjustment of a Conversion Price pursuant to this Section 4, Corporation at
its expense shall promptly compute such adjustment or readjustment in accordance
with the terms hereof and cause independent public accountants selected by
Corporation to verify such computation and prepare and furnish to each holder of
Series A Preferred Stock a certificate setting forth such adjustment or
readjustment and showing in detail the facts upon which such adjustment or
readjustment is based. Corporation shall, upon the written request at any time
of any holder of Series A Preferred Stock, furnish or cause to be furnished to
such holder a certificate of its chief financial officer setting forth (i) such
adjustments and readjustments, (ii) the applicable Conversion Price at the time
in effect, and (iii) the number of shares of Common Stock and the amount, if
any, of other property which at the time would be received upon the conversion
of Series A Preferred Stock.

      (h) Notices of Record Date. In the event of any taking by Corporation of a
record of the holders of any class of securities for the purpose of determining
the holders thereof who are entitled to receive any dividend (other than a cash
dividend payable out of retained earnings) or other distribution, any security
or right convertible into or entitling the holder thereof to receive Additional
Shares of Common Stock, or any right to subscribe for, purchase or otherwise
acquire any shares of stock of any class or and other securities or property, or
to receive any other right, Corporation shall mail to each holder of Series A
Preferred Stock, at least twenty (20) days prior to the date specified therein,
a notice specifying the date on which any such record is to be taken for the
purpose of such

                                      -9-


dividend, distribution, security or right, and the amount and character of such
dividend, distribution, security or right.

      (i) Issue Taxes. Corporation shall pay any and all issue and other taxes
that may be payable in respect of any issue or delivery of shares of Voting
Common Stock on conversion of shares of Series A Preferred Stock pursuant
hereto; provided, however, that Corporation shall not be obligated to pay any
transfer taxes resulting form any transfer requested by any holder in connection
with any such conversion.

      (j) Reservation of Stock Issuable Upon Conversion. Corporation shall at
all times reserve and keep available out of its authorized but unissued shares
of Voting Common Stock, solely for the purpose of effecting the conversion of
the shares of Series A Preferred Stock, such number of its shares of Voting
Common Stock as shall from time to time be sufficient to effect the conversion
of all outstanding shares of Series A Preferred Stock; and if at any time the
number of authorized but unissued shares of Voting Common Stock shall not be
sufficient to effect the conversion of all then outstanding shares of Series A
Preferred Stock, Corporation will take such corporate action as may, in the
opinion of its counsel, be necessary to increase its authorized but unissued
shares of Voting Common Stock to such number of shares as shall be sufficient
for such purpose, including, without limitation, engaging in best efforts to
obtain the requisite stockholder approval of any necessary amendment to this
Certificate of Incorporation.

      (k) Fractional Shares. No fractional share shall be issued upon the
conversion of any share or shares of Series A Preferred Stock. All shares of
Voting Common Stock (including fractions thereof) issuable upon conversion of
more than one share of series A Preferred Stock by a holder thereof shall be
aggregated for purposes of determining whether the conversion would result in
the issuance of any fractional share. If, after the aforementioned aggregation,
the conversion would result in the issuance of a fraction of a share of Voting
Common Stock, Corporation shall, in lieu of issuing any fractional share, pay
the holder otherwise entitled to such fraction a sum in cash equal to the fair
market value of such fraction on the date of conversion (as determined in good
faith by the Board of Directors).

      (l) Adjustments. In case of any reorganization or any reclassification of
the capital stock of Corporation, any consolidation or merger of Corporation
with or into another corporation or corporations or the conveyance of all or
substantially all of the assets of Corporation to another corporation, each
share of Series A Preferred Stock shall thereafter be convertible into the
number of shares of stock or other securities or property (including cash) to
which a holder of the number of shares of Voting Common Stock deliverable upon
conversion of such share of Series A Preferred Stock would have been entitled
upon the record date of (or date of, if no record date is fixed) such
reorganization, reclassification, consolidation, merger or conveyance; and, in
any case, appropriate adjustment (as determined by the Board of Directors) shall
be made in the application of the provisions herein set forth with respect to
the rights and interests thereafter of the holders of such Series A Preferred
Stock, to the end that the provisions set forth herein shall thereafter be
applicable, as nearly as equivalent as is practicable, in relation to any shares
of stock or the securities or property (including cash) thereafter deliverable
upon the conversion of the shares of Series A Preferred Stock.

                                      -10-


      (m) Satisfaction of Accrued But Unpaid Dividends. Prior to converting any
shares of Series A Preferred Stock into Voting Common Stock as provided herein,
the holder thereof shall be entitled to receive payment in satisfaction of all
accrued but unpaid dividends thereon as provided in Section 1(a).

      (a) Notices. Any notice required by the provisions of this Section 4 to be
given to the holders of shares of Series A Preferred Stock shall be deemed given
upon confirmed transmission by facsimile or telecopy or upon deposit in the
United States mail, first class postage prepaid, and addressed to each holder of
record at its address appearing on the books of Corporation. Notwithstanding the
foregoing, if a stockholder to whom notice is to be given has an address of
record which is outside of the United States, then any notice to such
stockholder under this subsection 4(n) shall be deemed given upon confirmed
transmission by facsimile or telecopy or ten days after deposit in the United
States mail, first class postage prepaid, and addressed to such holder at its
address appearing on the books of Corporation.

      5.    Right of First Participation.

            (a) Pro Rata Right. Corporation hereby grants to each holder of
Series A Preferred Stock (hereinafter referred to in this Section 5 as
"Holder"), the right of participation to purchase up to its pro rata share of
all New Securities (as defined in Section 5(b) hereof) which Corporation may,
from time to time, propose to sell and issue. A Holder's pro rata share, for
purposes of this right of participation, is the ratio (A) the numerator of which
is the number of shares of Voting Common Stock held by such Holder or issuable
to such Holder upon the conversion of Series A Preferred Stock as of the date of
Corporation's written notice pursuant to Section 5(c) hereof, and (B) the
denominator of which is the number of shares of Voting Common Stock outstanding
on a fully diluted basis. Each Holder shall have a right of over-allotment such
that if any Holder fails to exercise its right hereunder to purchase its pro
rata share of New Securities, the other Holders may purchase the non-purchasing
Holder's portion on a pro rata basis within five (5) days from the date such
non-purchasing Holder fails to exercise its right. This right of participation
shall be subject to the following provisions of this Section 5.

            (b) New Securities. "New Securities" shall mean any capital stock of
Corporation, whether now authorized or not, and rights, options or warrants to
purchase capital stock, and securities of any type whatsoever that are, or may
become, convertible into capital stock; provided that the term "New Securities"
does not include (i) the sale by Corporation of up to thirteen million six
hundred ninety-eight thousand eight hundred seventy-five (13,698,875) shares of
Series A Preferred stock for a purchase price of One Dollar ($1.00) per share,
payable in cash or property, as determined by the Board of Directors of
Corporation; (ii) securities issuable upon conversion of or with respect to
Series A Preferred Stock or any other series of Preferred Stock; (iii)
securities issued pursuant to the acquisition of another corporation by
Corporation by merger, purchase of substantially all the assets or other
reorganization whereby Corporation owns more than fifty percent (50%) of the
voting power of such corporation; (iv) up to two million one hundred forty-one
thousand three hundred seventy-five (2,141,375) shares appropriately adjusted
for any stock split, stock dividend or other recapitalization issued pursuant to
the Management Option Pool (as defined in subsection 4(d)1.(iv)(2) hereof); (v)
securities issued pursuant to any stock dividend,

                                      -11-


stock split, combination or other reclassification by Corporation of any of its
capital stock; or (vi) securities issued upon exercise of the MCNC Warrant.

            (c) Required Notices. In the event Corporation proposes to undertake
an issuance of New Securities, it shall give each Holder written notice of its
intention, describing the type of New Securities, the price and the general
terms upon which Corporation proposes to issue the same. Each such Holder shall
have twenty (20) days from the date of receipt of any such notice to agree to
purchase the Holder's pro rata share of such New Securities for the price and
upon the general terms specified in the notice by giving written notice to
Corporation and stating therein the quantity of New Securities to be purchased.

            (d) Corporation's Right to Sell. In the event the Holders fail to
exercise the right of participation as to all New Securities offered within said
twenty (20)-day period and after expiration of the five (5)-day period for
exercise of the over-allotment provisions of this Section 5, Corporation shall
have one hundred eighty (180) days thereafter to sell all such New Securities
respecting which such Holder's right of participation hereunder was not
exercised, at a price and upon general terms no more favorable in any material
respect to the purchasers thereof than specified in Corporation's notice. In the
event Corporation has not sold all such New Securities within said one hundred
eighty (180)-day period, Corporation shall not thereafter issue or sell any New
Securities, without first offering such securities to the Holders in the manner
provided herein.

            (e) Expiration of Right. The right of participation granted under
this Section 5 shall not apply to, and shall expire upon, the closing of a
Qualified Public Offering.

            (f) Assignment. The right of participation set forth in this Section
5 is nonassignable, except that (a) such right is assignable by each Holder to
any wholly-owned subsidiary or parent of, or to any corporation, entity or other
person which is, within the meaning of the 1933 Act, controlling, controlled by
or under common control with, such Holder, (b) such right is assignable between
and among any of such Holders, and (c) such right is assignable in any Permitted
Transfer (as hereinafter defined) by a Holder. A "Permitted Transfer" shall
mean: (i) a transaction not involving a change in beneficial ownership; (ii)
transactions involving distribution without consideration by a partnership to
any of its partners, retired partners, or to the estate of any of its partners,
or by a limited liability company to any of its members, retired members or to
the estate of any of its members; (iii) transfers by an individual to a trust
for the benefit of such individual or his family; (iv) transfers by gift, will
or intestate succession to the spouse, lineal dependants or ancestors of any
Holder or spouse of a Holder; (v) transfers to any one transferee of at least
three hundred sixty-two thousand five hundred (362,500) shares of Registrable
Securities provided that the Corporation is given prior written notice of such
transfer; or (vi) transfers pursuant to Section 2.d. of the Shareholders
Agreement to be entered into between the Corporation and all of its
shareholders, dated on or before May 31, 1998, as amended from time-to-time (the
"Shareholders Agreement").

      6. Board Members' Restrictions and Limitations Set Forth In Investor
Rights Agreement.

      Until the closing of a Qualified Public Offering, for as long as at least
three million six hundred twenty-five thousand (3,625,000) shares of Series A
Preferred Stock remain outstanding (as

                                      -12-


adjusted for any combination, consolidation, stock distribution or stock
dividend with respect to such shares):

      (a) Board Membership. The authorized number of members of the Board of
Directors of Corporation shall be five (5), to be nominated and elected as
provided in the Investor Rights Agreement to be entered into between Corporation
and all of its shareholders, dated on or before May 31, 1998, as amended from
time-to-time (the "Investor Rights Agreement").

      (b) Restrictions on Sale of Assets, Merger, Dissolution, Etc. Corporation
shall be subject to the restrictions on sale of assets, mergers, dissolution,
reorganization, issuance of additional shares of stock, indebtedness,
investments and other restrictions set forth in Section 3.3 of the Investor
Rights Agreement, such restrictions being incorporated herein by this reference.

      7.    No Reissuance of Preferred Stock.

      No share or shares of Preferred Stock acquired by Corporation by reason of
redemption, purchase, conversion or otherwise shall be reissued as shares of
Preferred Stock. All such shares shall be canceled and shall not be held as
treasury shares."

      (3) At the effective time of the filing of these Articles, each
outstanding share of the existing Common stock of Corporation shall be
automatically exchanged for a share of the Voting Common Stock of Corporation,
without the necessity of further action or the issuance of a new stock
certificate therefor. Except for the foregoing, the amendments do not provide
for the exchange, reclassification, or cancellation of issued shares.

      (4) Shareholder approval of the amendments was obtained as required by
Chapter 55 of the General Statutes of North Carolina.

      (5) The date of adoption of each amendment was the ___ day of
____________, 1998.

      (6) These Articles will be effective upon filing.

                      [THE NEXT PAGE IS THE SIGNATURE PAGE]

                                      -13-


This 16th day of April, 1998.

                                                 UNITIVE ELECTRONICS, INC.

                                                 By: /s/ Wayne Machon
                                                     --------------------------
                                                     Wayne Machon, President

                    [Signature Page to Articles of Amendment]

                                                                   EXHIBIT 3.1.6

                              ARTICLES OF AMENDMENT
                                       OF
                            ARTICLES OF INCORPORATION
                                       OF
                            UNITIVE ELECTRONICS, INC.

      Pursuant to North Carolina General Statutes Section 55-10-06, the
undersigned corporation (the "CORPORATION") hereby submits these Articles of
Amendment for the purpose of amending its Articles of Incorporation:

      (1) The name of the Corporation is Unitive Electronics, Inc.

      (2) Article V, Section A of the Articles of Incorporation of the
Corporation is deleted, and a new, Article V, Section A is adopted, which reads
as follows:

                                    ARTICLE V
                           CAPITAL STOCK; PREFERENCES

      A. The number of shares the Corporation is authorized to issue is thirty
six million, eight hundred thirty-seven thousand six hundred and seven
(36,837,607) of which twenty million (20,000,000) shares shall be designated as
Class A Common stock (the "VOTING COMMON STOCK"), of which one thousand (1,000)
shall be designated as Class B Non-Voting Common Stock (the "NON-VOTING COMMON
STOCK") (the Voting Common Stock and the Non-Voting Common Stock are sometimes
collectively referred to as the "COMMON STOCK"), of which sixteen million eight
thirty-six thousand six hundred seven (16,836,607) shares shall be designated
Series A Preferred stock (the "SERIES A PREFERRED STOCK"). The Series A
Preferred Stock is hereinafter sometimes referred to as the "PREFERRED STOCK."
The shares of Common Stock shall have a par value of $0.001 per share. The
shares of Series A Preferred Stock shall have a par value of $0.001 per share.

      (3) Shareholder approval of the amendments was obtained as required by
Chapter 55 of the General Statutes of North Carolina.

      (4) The date of adoption of each amendment was the 3rd day of June, 1999.

      (5) These Articles will be effective upon filing.

This 24th day of June, 1999.

                                                  UNITIVE ELECTRONICS, INC.

                                                  By: /s/ Wayne Machon
                                                      -------------------------
                                                      Wayne Machon, President

                                                                   EXHIBIT 3.1.7

                              ARTICLES OF AMENDMENT
                                       OF
                            ARTICLES OF INCORPORATION
                                       OF
                            UNITIVE ELECTRONICS, INC.

      Pursuant to North Carolina General Statutes Section 55-10-06, the
undersigned corporation (the "CORPORATION") hereby submits these Articles of
Amendment for the purpose of amending its Articles of Incorporation:

      (1) The name of the Corporation is Unitive Electronics, Inc.

      (2) Article V, Section A of the Articles of Incorporation of the
Corporation is deleted, and a new Article V, Section A is adopted, which reads
as follows:

                                    ARTICLE V
                           CAPITAL STOCK; PREFERENCES

      A. The number of shares the Corporation is authorized to issue is
fifty-one million six hundred and one thousand (51,601,000) shares, of which
twenty-eight million five hundred thousand (28,500,000) shares shall be
designated as Class A Voting Common stock (the "VOTING COMMON STOCK"), of which
one thousand (1,000) shares shall be designated as Class B Non-Voting Common
Stock (the "NON-VOTING COMMON STOCK") (the Voting Common Stock and the
Non-Voting Common Stock are sometimes collectively referred to as the "COMMON
STOCK"), of which twenty-three million one hundred thousand (23,100,000) shares
shall be designated Series A Preferred stock (the "SERIES A PREFERRED STOCK').
The Series A Preferred Stock is hereinafter sometimes referred to as the
"Preferred Stock." The shares of Common Stock shall have a par value of $0.001
per share. The shares of Series A Preferred Stock shall have a par value of
$0.001 per share.

      (3) Article V, Section B, paragraph 4 (d) 1 (iv) shall be amended by
replacing clause (4) with the following:

      "(4) Upon exercise of certain warrants to purchase up to 2,200,000 shares
of Class A Voting Common Stock (appropriately adjusted for any stock split,
stock dividend or other recapitalization) in connection with the Corporation's
bridge financing pursuant to a Note and Warrant Purchase Agreement, dated
February 2000 (the "February 2000 Bridge Financing"), as amended from time to
time, or in connection with obtaining a credit facility or facilities with a
financial institution or financial institutions."

      A new clause (5) shall be added to read as follows:

      "(5) by way of dividend or other distribution of shares excluded from the
definition of Additional Shares of Common Stock by the foregoing clauses (1),
(2), (3), (4) or this clause (5)."

      (4) Article V, Section B, paragraph 5 (b) shall be amended as follows:



      Clause (i) shall be amended by replacing "thirteen million six hundred
ninety-eight thousand eight hundred and seventy-five (13,698,875)" with
"twenty-three million one hundred thousand (23,100,000)".

      Additional clams (vii) and (viii) shall be added to the end of paragraph
(b) to read as follows:

      "(vii) up to 1,200,000 shares of Class A Voting Stock (appropriately
adjusted for any stock split, stock dividend or other recapitalization) issued
pursuant to warrants issued in connection with the February 2000 Bridge
Financing or (viii) up to 1,000,000 shares of Class A Voting Stock
(appropriately adjusted for any stock split, stock dividend or other
recapitalization) issued pursuant to warrants issued to a financial institution
or institutions in connection with obtaining a credit facility or facilities."

      (5) Shareholder approval of the amendments was obtained as required by
Chapter 55 of the General Statutes of North Carolina.

      (6) The date of adoption of each amendment was the 23rd day of May , 2000.

      (7) These Articles will be effective upon filing.

This 29th day of June , 2000.

                                                    UNITIVE ELECTRONICS, INC.

                                                    By: /s/ Wayne Machon
                                                        ------------------------
                                                        Wayne Machon, President

                                      -2-

                                                                   EXHIBIT 3.1.8

                               ARTICLES OF MERGER
                                       OF
                            UNITIVE ACQUISITION CORP.
                                      INTO
                            UNITIVE ELECTRONICS, INC.

      Pursuant to Section 55-11-05 of the North Carolina General Statutes, the
undersigned corporation, as the surviving corporation in a merger, hereby
submits the following Articles of Merger:

      1.    The name of the surviving corporation is Unitive Electronics, Inc.,
            a corporation organized under the laws of North Carolina; the name
            of the merging corporation is Unitive Acquisition Corp., a
            corporation organized under the laws of North Carolina.

      2.    Attached as Exhibit A hereto and made a part hereof is a copy of the
            Agreement and Plan of Merger that was duly adopted in the manner
            prescribed by law by the Boards of Directors of each of the
            corporations participating in the merger.

      3.    The merger was approved by the shareholders of each of the surviving
            corporation and the merging corporation as required by Chapter 55 of
            the North Carolina General Statutes.

      4.    These Articles of Merger shall be effective upon filing.

      IN WITNESS WHEREOF, the undersigned corporation has executed these
Articles of Merger this 30 day of January 2001.

                                                   UNITIVE ELECTRONICS, INC.

                                                   By: /s/ Wayne Machon
                                                       -------------------------
                                                       Wayne Machon, President



                          AGREEMENT AND PLAN OF MERGER

      THIS AGREEMENT AND PLAN OF MERGER (the "Agreement"), dated as of January
30, 2001, is by and between Unitive, Inc., a Delaware corporation ("HOLDCO"),
Unitive Acquisition Corp., a North Carolina corporation and wholly owned
subsidiary of HOLDCO ("Merger Sub") and Unitive Electronics, Inc., a North
Carolina corporation ("UEI"). UEI and Merger Sub are hereinafter collectively
referred to as the "Constituent Corporations" and each individually as a
"Constituent Corporation."

                                    RECITALS

      WHEREAS, UEI is a corporation duly organized and existing under the laws
of the State of North Carolina with authorized capital stock consisting of
51,601,000 shares, of which 28,500,000 shares are designated as Class A Voting
Common Stock, par value $.001 per share (the "Class A Common Stock"), 1,000
shares are designated as Class B Non-Voting Common Stock, par value $.001 per
share (the "Class B Common Stock") and 23,100,000 shares are designated as
Series A Preferred Stock, par value $.001 per share (the "Series A Preferred
Stock"); and

      WHEREAS, Merger Sub is a corporation duly organized and existing under the
laws of the State of North Carolina with authorized capital stock of 1,000,000
shares, all of which are designated as Common Stock, par value $.001 per share,
1,000 of which immediately prior to the Effective Time of the Merger (as defined
below) will be issued and outstanding and held by HOLDCO; and

      WHEREAS, the parties intend that the transaction contemplated hereby will
qualify as a tax-free reverse triangular merger of Merger Sub with and into UEI
in a reorganization pursuant to Section 368(a)(1)(A) and 368(a)(2)(E) of the
Internal Revenue Code of 1986, as amended; and

      WHEREAS, the Board of Directors of UEI and Merger Sub have determined that
it is advisable and in the best interests of UEI, Merger Sub and their
stockholders that Merger Sub merge with and into UEI upon the terms and
conditions herein provided; and

      WHEREAS, the Board of Directors of UEI and Merger Sub have approved this
Agreement and have directed that this Agreement be submitted to a vote of their
stockholders and executed by the undersigned officers; and

      WHEREAS, the parties expect that the merger of Merger Sub with and into
UEI shall further the certain business objectives of the parties.

      NOW, THEREFORE, in reliance upon the premises, representations, warranties
and covenants made herein and in consideration of the mutual agreements herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto and hereby
agree as follows.



                                    I. MERGER

      1.1 Merger. In accordance with the provisions of this Agreement and the
North Carolina Business Corporation Act (the "BCA"), Merger Sub shall be merged
with and into UEI (the "Merger"), the separate existence of Merger Sub shall
cease and UEI shall be, and is herein sometimes referred to as, the "Surviving
Corporation."

      1.2 Filing and Effectiveness. The Merger shall become effective when the
following action shall have been completed:

            (a) this Agreement and the Merger shall have been adopted and
approved by the stockholders of each Constituent Corporation in accordance with
the requirements of the BCA; and

            (b) an executed Articles of Merger or an executed counterpart of
this Agreement meeting the requirements of the BCA shall have been filed with
the Secretary of State of North Carolina. The date and time when the Merger
shall become effective, as aforesaid, is herein called the "Effective Time" of
the Merger.

      1.3 Effect of the Merger. Upon the Effective Time of the Merger, the
corporate existence of Merger Sub shall cease, as provided in the BCA, and be
merged with and into the Surviving Corporation, and the Surviving Corporation
shall be deemed to continue as an entity with an identity separate of each of
the Constituent Corporations. The Surviving Corporation shall, from and after
the Effective Time of the Merger, possess all the rights, privileges, powers and
franchises of whatsoever nature and description, as well as a public or private
nature, and be subject to all the restrictions, liabilities and duties of each
of the Constituent Corporations; and all rights, privileges, powers and
franchises of each of the Constituent Corporations, and all property, tangible
and intangible, real, personal and mixed, and debts due to either of the
Constituent Corporations on whatever account as well for stock subscriptions as
all other things in action or belonging to each of the Constituent Corporations
shall be vested in the Surviving Corporation; and all property, rights,
privileges, powers and franchises, and all and every other interest shall be
thereafter as effectively the property of the Surviving Corporation as they were
of the Constituent Corporations prior to the Merger, and the title to any real
estate vested by deed or otherwise in any of the Constituent Corporations shall
not revert or be in any way impaired by reason of the Merger. All rights of
creditors and all liens upon the property of the Constituent Corporations shall
be preserved unimpaired, and all debts, liabilities and duties of the
Constituent Corporations shall thenceforth attach to the Surviving Corporation,
and may be enforced against it to the same extent as if said debts, liabilities
and duties had been incurred or contracted by it. Any claim existing or action
or proceeding, whether civil, criminal or administrative, pending by or against
either Constituent Corporation may be prosecuted to judgment or decree as if the
Merger had not taken place, or the Surviving Corporation may be substituted in
such action or proceeding.



                 II. CHARTER DOCUMENTS; DIRECTORS AND OFFICERS

      2.1 Articles of Incorporation. The Articles of Incorporation of UEI in
effect immediately prior to the Effective Time of the Merger, as amended in
accordance with the Articles of Amendment attached hereto as Exhibit A, shall
continue in full force and effect as the Articles of Incorporation of the
Surviving Corporation until duly amended in accordance with the provisions
thereof and applicable law.

      2.2 Bylaws. The Bylaws of UEI as in effect immediately prior to the
Effective Time of the Merger shall continue in full force and effect as the
Bylaws of the Surviving Corporation until duly amended in accordance with the
provisions thereof and applicable law.

      2.3 Directors. The director of the Surviving Corporation shall be: Wayne
Machon, until his successors shall have been duly elected and qualified or until
as otherwise provided by law, the Articles of Incorporation of the Surviving
Corporation or the Bylaws of the Surviving Corporation.

      2.4 Officers. The officers of UEI immediately prior to the Effective Time
of the Merger shall be the officers of the Surviving Corporation until their
successors shall have been duly elected and qualified or until as otherwise
provided by law, the Articles of Incorporation of the Surviving Corporation or
the Bylaws of the Surviving Corporation.

                       III. MANNER OF CONVERSION OF STOCK

      At the Effective Time of the Merger, the manner and basis of converting
and exchanging shares of the capital stock of the Constituent Corporations shall
be as follows.

      3.1 Stock of Merger Sub. Each one (1) share of Merger Sub Common Stock,
par value $.001, issued and outstanding immediately prior to the Effective Time
of the Merger shall thereupon, without any action on the part of the holder
thereof or the Constituent Corporations, be changed and converted into and
become one (1) fully paid and nonassessable share of the Common Stock of the
Surviving Corporation.

      3.2 Stock of UEI. Upon and by reason of the Merger becoming effective: (a)
each share of UEI Class A Common Stock issued and outstanding immediately prior
to the Effective Time of the Merger shall thereupon, without any action on the
part of the holder thereof or the Constituent Corporations, be converted into
and become the right to receive one share of the Common Stock, par value $.01
per share, of HOLDCO ("HOLDCO Common Stock"); (b) each share of UEI Class B
Common Stock issued and outstanding immediately prior to the Effective Time of
the Merger shall thereupon, without any action on the part of the holder thereof
or the Constituent Corporations, be converted into and become the right to
receive one share of HOLDCO Common Stock; and (c) each share of UEI Series A
Preferred Stock (including shares underlying warrants and convertible debt)
issued and outstanding immediately prior to the Effective Time of the Merger
shall thereupon, without any action on the part of the holder thereof or the
Constituent Corporations, be converted into and become the right to receive one
share of the Series B Preferred Stock, par value $.01 per share, of HOLDCO
("HOLDCO Series B Preferred Stock"). No fractional shares of any class or series
of stock shall be issued. In lieu of fractional shares, HOLDCO will pay cash to
the holder of



such fractional shares based upon the fair market value of the fractional share
as of the Effective Time of the Merger.

      3.3 Stock Certificates. After the Effective Time of the Merger, each
holder of an outstanding certificate or certificates which prior thereto
represented shares of the Class A Common Stock or Class B Common Stock of UEI
(collectively, the "UEI Common Stock") may surrender the same, and such holder
shall be entitled, upon such surrender, to receive in exchange therefor a
certificate or certificates representing the number of whole shares of HOLDCO
Common Stock, into and for which the shares of UEI Common Stock so surrendered
shall have been converted and exchanged as provided above, and each holder of an
outstanding certificate or certificates which prior thereto represented shares
of the Series A Preferred Stock of UEI may surrender the same, and such holder
shall be entitled, upon such surrender, to receive in exchange therefore a
certificate or certificates representing the number of whole shares of HOLDCO
Series B Preferred Stock, into and for which the shares of UEI Series A Stock so
surrendered shall have been converted and exchanged as provided above. Until a
certificate which represented shares of the UEI Common Stock prior to the
Effective Time of the Merger and which is held by a person entitled to receive
HOLDCO Common Stock is surrendered, such certificate shall evidence for all
purposes the ownership of shares of HOLDCO Common Stock into which the shares of
UEI Common Stock represented by such certificate prior to the Effective Time of
the Merger have been converted as provided above, and until a certificate which
represented shares of UEI Series A Preferred Stock prior to the Effective Time
of the Merger and which is held by a person entitled to receive HOLDCO Series B
Preferred Stock is surrendered, such certificate shall evidence for all purposes
the ownership of shares of HOLDCO Series B Preferred Stock into which the shares
of UEI Series A Preferred Stock represented by such certificate prior to the
Effective Time of the Merger have been converted as provided above.

      The registered owner on the books and records of the Surviving Corporation
shall, until such certificate shall have been surrendered for transfer or
conversion or otherwise accounted for to the Surviving Corporation, have and be
entitled to exercise any voting and other rights with respect to and to receive
dividends and other distributions upon the shares of capital stock of the
Surviving Corporation represented by such outstanding certificate as provided
above.

      Each certificate representing capital stock of the Surviving Corporation
so issued in the Merger shall bear the same legends, if any, with respect to the
restrictions on transferability as the certificates of UEI so converted and
given in exchange therefor, unless otherwise determined by the Board of
Directors of the Surviving Corporation in compliance with applicable laws.

      3.4 Stock Options. At the Effective Time of the Merger, UEI hereby
assigns, delegates and transfers to HOLDCO, and HOLDCO hereby assumes and
continues: (a) all of UEI's stock option plans (including, without limitation,
all of UEI's rights, title, interests, remedies, powers, obligations and duties
under such stock option plans) in existence on the Effective Time of the Merger;
and (b) the outstanding and unexercised portions of all outstanding options to
purchase UEI Common Stock (including, without limitation, all of UEI's rights,
title, interests, remedies, powers, obligations and duties under such stock
options), whether granted under any such stock option plan or otherwise. The
outstanding and unexercised portions of all options to purchase UEI Common
Stock, including without limitation all options outstanding under UEI's stock
option plans and any



other outstanding stock options, shall as of the Effective Time of the Merger
become options to purchase the number of shares of HOLDCO Common Stock equal to
one share for each share of UEI Common Stock subject to such option at a price
per share that is equal to the price for the corresponding UEI Common Stock,
with no other changes in terms or conditions, unless such changes shall be
required to maintain the tax qualified status of incentive stock options under
the Internal Revenue Code of 1986, as amended (the "Code"). Consistent with the
provisions of the Code and the regulations, HOLDCO may, in its discretion, gram
new options to purchase shares of HOLDCO Common Stock under the continued stock
plans or otherwise, in the stead of UEI Common Stock as if HOLDCO had been the
creator of UEI's stock option plans and stock options, and HOLDCO shall be
substituted for and have all the obligations and liabilities of UEI under such
continued stock plans and stock options. HOLDCO Common Stock shall be
substituted for UEI Common Stock as to any options granted by HOLDCO pursuant to
the continued stock plans or otherwise subsequent to the Effective Time of the
Merger. It is the intention of the parties hereto that while the benefits of
UEI's stock option plans and stock options shall be preserved for the employees
of UEI, the assumption of such stock option plans and the outstanding and
unexercised portions of all options to purchase UEI Common Stock by HOLDCO shall
not confer any additional benefits on the holders of options granted under the
stock option plans or otherwise, whether now outstanding or hereafter granted.

      3.5 Common Stock Warrants. At the Effective Time of the Merger, each then
outstanding warrant to purchase UEI Common Stock (the "UEI Warrants") shall be
assumed by HOLDCO in accordance with the terms (as in effect as of the date of
this Agreement) of the warrants by which such UEI Warrants are evidenced. All
rights with respect to UEI Common Stock under outstanding UEI Warrants shall
thereupon be converted into rights with respect to HOLDCO Common Stock.
Accordingly, from and after the Effective Time, (a) each UEI Warrant assumed by
HOLDCO may be exercised solely for shares of HOLDCO Common Stock, (b) the number
of shares of HOLDCO Common Stock subject to each such assumed UEI Warrant shall
be equal to the number of shares of UEI Common Stock that were subject to such
UEI Warrant immediately prior to the Effective Time, (c) the per share exercise
price for the HOLDCO Common Stock issuable upon exercise of each such assumed
UEI Warrant shall be equal to the price for the corresponding UEI Common Stock,
and (d) all restrictions on the exercise of each such assumed UEI Warrant shall
continue in full force and effect, and the term, and other provisions of such
UEI Warrant shall otherwise remain unchanged; provided, however, that each such
assumed UEI Warrant shall, in accordance with its terms, be subject to further
adjustment as appropriate to reflect any stock split, reverse stock split, stock
dividend, recapitalization or other similar transaction effected by HOLDCO after
the Effective Time.

                  IV. REPRESENTATIONS AND WARRANTIES OF UEI

      UEI hereby represents and warrants to HOLDCO and Merger Sub as follows:

      4.1 Organization and Authority. UEI is a corporation duly organized and
validly existing under the laws of the State of North Carolina, with the full
power and authority, corporate and otherwise, to enter into this Agreement and
the other certificates and instruments required on or prior to the Effective
Time of the Merger by this Agreement (collectively, the "Ancillary Agreements")
and to carry out and perform its obligations under the terms of this Agreement
and the Ancillary Agreements.



The execution and delivery of this Agreement and the Ancillary Agreements and
the consummation of the transactions contemplated hereby and thereby have been
duly authorized by all requisite corporate or other action on the part of UEI.
This Agreement has been, and at the Effective Time of the Merger the Ancillary
Agreements will be, duly executed and delivered by UEI and constitutes the
valid, binding and enforceable obligation of UEI, subject to applicable
bankruptcy, reorganization, insolvency, moratorium and other laws affecting
creditors' rights generally from time to time in effect and to general equitable
principals.

      4.2 Ability to Carry Out the Agreement. UEI is not subject to or bound by
any provision of:

            (a) any law, statute, rule, regulation, ordinance or judicial or
administrative decision;

            (b) any articles or certificate of incorporation or bylaws;

            (c) any mortgage, deed of trust, lease, note, stockholders'
agreement, bond, indenture, other instrument or agreement, license, permit,
trust, custodianship or other restriction of any kind or character whatsoever;
or

            (d) any judgment, order, writ, injunction or decree of any court,
governmental body, administrative agency or arbitrator;

that would prevent or be violated by, or would result in any penalty, forfeiture
or contract termination as a result of, or under which there would be a material
default as a result of the execution, delivery and performance by UEI of this
Agreement and the transactions contemplated hereby.

      4.3 Capitalization of UEI. Immediately prior to the Effective Time, the
authorized capital stock of UEI consists solely of (a) 28,500,000 shares of
Class A Common Stock, of which 1,624,116 are issued and outstanding and
1,199,000 are reserved for issuance upon the exercise of outstanding warrants
other than the MCNC Warrant (as defined below); (b) 1,000 shares of Class B
Common Stock, all of which are issued and outstanding; and (c) 23,100,000 shares
of Series A Preferred Stock, of which 22,359,694 are issued and outstanding. UEI
has reserved 517,259 shares of its Class A Common Stock for issuance pursuant to
its stock option plan and has granted options to purchase 492,857 shares
thereunder and has 24,402 shares available for future grant thereunder. UEI has
issued a warrant to MCNC (the "MCNC Warrant") that is exercisable for a number
of shares of Common Stock of UEI, Unitive International N.V. ("UIL") or of a
holding company that owns UEI and UIL upon the occurrence, on or before April
20, 2002, of an underwritten public offering registered under the Securities Act
of 1933, as amended, of UEI (or UIL or a holding company) in which the public
offering price is equal to or exceeds $5.00 per share of Common Stock (subject
to adjustment for stock splits, reverse stock splits and other similar corporate
reorganizations), and the gross proceeds to UEI (or UIL or a holding company)
equals or exceeds $20,000,000, such sale resulting in a Market Capitalization
(as defined below) of not less than $150,000,000 (a "Qualified Public
Offering"). For purposes hereof, "Market Capitalization" shall be determined by
multiplying the number of shares of Common Stock outstanding immediately



following the closing of the Qualified Public Offering by the offering price in
such Qualified Public Offering (the "Offering Price"). The number of shares
exercisable pursuant to the MCNC Warrant shall be determined by dividing (a) the
product of the portion of Market Capitalization in excess of $150,000,000 (up to
a maximum amount of $150,000,000), by 50% by (b) the Offering Price. At the
Effective Time of Merger, the MCNC Warrant will become exercisable for HOLDCO
Common Stock upon a Qualified Public Offering of HOLDCO Common Stock.

      All outstanding shares of Class A Common Stock, Class B Common Stock and
Series A Preferred Stock are duly authorized, validly issued, fully paid and
nonassessable. Except as set forth above, there are no outstanding or authorized
warrants, stock options, stock purchase, stock appreciation, phantom stock,
profit participation or other similar rights with respect to UEI.

           V. REPRESENTATIONS AND WARRANTIES OF HOLDCO AND MERGER SUB

      HOLDCO and Merger Sub jointly and severally represent and warrant to UEI
as follows.

      5.1 Organization and Authority. HOLDCO is a company duly incorporated and
validly existing under the laws of the State of Delaware and Merger Sub is a
corporation duly incorporated and validly existing under the laws of the State
of North Carolina, each with the corporate power and authority to enter into
this Agreement and the Ancillary Agreements and to perform their respective
obligations hereunder and thereunder. The execution and delivery of this
Agreement and the Ancillary Agreements and the consummation of the transactions
contemplated hereby and thereby have been duly authorized by all requisite
corporate action on the part of each of HOLDCO and Merger Sub. This Agreement
has been, and at the Effective Time of the Merger the Ancillary Agreements shall
be, duly executed and delivered by each of HOLDCO and Merger Sub and constitutes
the valid, binding and enforceable obligation of each of HOLDCO and Merger Sub,
subject to applicable bankruptcy, reorganization, insolvency, moratorium and
other laws affecting creditors' rights generally from time to time in effect and
to general equitable principles.

      5.2 Ability to Carry Out the Agreement. Neither HOLDCO nor Merger Sub is
subject to or bound by any provision of:

            (a) any law, statute, rule, regulation, ordinance or judicial or
administrative decision;

            (b) any articles or certificate of incorporation or bylaws;

            (c) any mortgage, deed of trust, lease, note, shareholders'
agreement, bond, indenture, other instrument or agreement, license, permit,
trust, custodianship other restriction of any kind or character whatsoever; or

            (d) any judgment, order, writ, injunction or decree of any court,
governmental body, administrative agency or arbitrator;

that would prevent or be violated by or would result in any penalty, forfeiture
or contract termination as a result of, or under which there would be a material
default as a result of the execution, delivery



and performance by HOLDCO and Merger Sub of this Agreement and the transactions
contemplated hereby.

      5.3 Capitalization. Immediately prior to the Effective Time, the
authorized capital stock of HOLDCO consists solely of (a) 150,000,000 shares of
Common Stock, par value $.01 per share, none of which are issued and
outstanding; (b) 2,004,173 shares of Series A Preferred Stock, par value $.01
per share, none of which are issued and outstanding; (c) 28,905,819 shares of
Series B Preferred Stock, none of which are issued and outstanding (d)
27,000,000 shares of Series C-1 Preferred Stock, none of which are issued and
outstanding; and (e) 17,000,200 shares of Series C-2 Preferred Stock, none of
which are issued and outstanding.

                            VI. CONDITIONS PRECEDENT

      The obligation of the parties to consummate the transactions to be
performed by them in connection with the Merger is subject to the satisfaction
of each of the following conditions prior to the Effective Time of the Merger.

      6.1 Representations and Warranties. The representations and warranties of
the parties made hereunder shall be true in all material respects at and as of
the Effective Time of the Merger, with the same force and effect as though made
at and as of the Effective Time of the Merger.

      6.2 Agreements. Each party hereto shall have performed and complied in all
material respects with all their respective undertakings, covenants and
agreements required by this Agreement to be performed or complied with by them
prior to the Effective Time of the Merger.

      6.3 Tax-Free Reorganization. The Merger shall constitute a tax-free
reorganization under the provisions of Code Section 368.

      6.4 Stockholder Approval. This Agreement and the Merger shall have been
duly approved by the stockholders of UEI and Merger Sub in accordance with the
applicable provisions of the BCA and their applicable Articles of Incorporation
and Bylaws, each as amended to date.

                               VII. MISCELLANEOUS

      7.1 Further Assurances. From time to time at or after the Effective Time,
each of the parties agrees to take, or cause to be taken, such further actions,
to execute, deliver and file, or cause to be executed, delivered and filed, such
further documents and instruments, and to obtain consents, as may be necessary
or reasonably requested in order to fully effectuate the purposes, terms and
conditions of this Agreement, and the officers and directors of each of the
parties are fully authorized in the name and on behalf of such party or
otherwise to take any and all such action and to execute and deliver any and all
such documents and other instruments.

      7.2 Termination. If for any reason the consummation of the Merger is
inadvisable in the opinion of the Boards of Directors of UEI, Merger Sub or
HOLDCO, this Agreement may be terminated at any time before the Effective Time
of the Merger by notice by one or more party to the other parties. Upon
termination by notice as provided in this Section 7.2, this Agreement shall be
void and of no further force or effect.



      7.3 Applicable Law. Except as otherwise expressly provided herein, this
Agreement shall be governed by, and construed in accordance with, the law of the
State of North Carolina without reference to any choice or conflict of law
principle, provision or rule, including all matters of construction, validity
and performance.

      7.4 Entire Agreement. This Agreement (including the Ancillary Agreements)
constitutes the entire agreement and understanding of the parties hereto with
respect to the subject matter contained herein, supersedes and cancels all prior
agreements, negotiations, correspondence, undertakings and communications of the
parties, oral or written, respecting such subject matter.

      7.5 Headings: References. The article, section and paragraph headings
contained in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement.

      7.6 Counterparts. This Agreement may be executed in one or more
counterparts and each counterpart shall be deemed to be an original.

      7.7 Parties in Interest: Assignment. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective
successors. Nothing in this Agreement, express or implied, is intended to confer
upon any person not a party to this Agreement any rights or remedies under or by
reason of this Agreement. No party to this Agreement may assign or delegate all
or any portion of its rights, obligations or liabilities under this Agreement
without the prior written consent of the other parties to this Agreement.

      7.8 Severability, Enforcement. The invalidity of any portion hereof shall
not affect the validity, force or effect of the remaining portions hereof. If it
is ever held that any restriction hereunder is too broad to permit enforcement
of such restriction to its fullest extent, each party agrees that a court of
competent jurisdiction may enforce such restriction to the maximum extent
permitted by law, and each party hereby consents and agrees that such scope may
be judicially modified accordingly in any proceeding brought to enforce such
restriction.

      7.9 Amendment. The Boards of Directors of the Constituent Corporations and
HOLDCO may amend this Agreement at any time prior to the filing of this
Agreement (or certificate in lieu thereof) with the Secretary of State of the
State of North Carolina, provided that an amendment made subsequent to the
adoption of this Agreement by the stockholders of either Constituent Corporation
shall not: (a) alter or change the amount or kind of shares, securities, cash,
property and/or rights to be received in exchange for or on conversion of all or
any of the shares of any class or series thereof of such Constituent
Corporation; (b) alter or change any term of the Articles of Incorporation of
the Surviving Corporation to be effected by the Merger; or (c) alter or change
any of the terms and conditions of this Agreement if such alteration or change
would adversely affect the holders of any class of shares or series of capital
stock of such Constituent Corporation.

      7.10 Effective Time. The Merger shall become effective, and the Effective
Time of the Merger shall occur upon the filing in advance thereof of the
Articles of Merger with the North Carolina Secretary of State.

                     [THE NEXT PAGE IS THE SIGNATURE PAGE.]



      IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
and Plan of Merger as of the date first above written.

UEI:                         UNITIVE ELECTRONICS, INC.

                             By: ____________________________
                                 Wayne Machon, President

MERGER SUB:                  UEI ACQUISITION CORP.

                             By: ____________________________
                                 Wayne Machon, President

HOLDCO:                      UNITIVE, INC.

                             By: ____________________________
                                 Wayne Machon, President



                                    EXHIBIT A
                              ARTICLES OF AMENDMENT
                                       OF
                            ARTICLES OF INCORPORATION
                                       OF
                            UNITIVE ELECTRONICS, INC.

      Pursuant to North Carolina General Statutes Section 55-10-06, the
undersigned corporation (the "CORPORATION") hereby submits these Articles of
Amendment for the purpose of amending its Articles of Incorporation:

      (1) The name of the Corporation is Unitive Electronics, Inc.

      (2) Article V of the Articles of Incorporation of the Corporation is
deleted, and a new Article V is adopted, which reads as follows:

                                    ARTICLE V
                           CAPITAL STOCK; PREFERENCES

      The aggregate number of shares the Corporation is authorized to issue is
one thousand (1,000) shares, all of which shares shall be designated as Common
Stock (the "COMMON STOCK"). The shares of Common Stock shall have a par value of
$0.001 per share.

      (3) Shareholder approval of the amendments was obtained as required by
Chapter 55 of the General Statutes of North Carolina.

      (4) The date of adoption of each amendment was the ____ day of January
2001.

      (5) These Articles will be effective upon filing.

      This ____ day of January 2001.


                                             UNITIVE ELECTRONICS, INC.

                                             By: ____________________________
                                                 Wayne Machon, President

                                                                   EXHIBIT 3.1.9

                              ARTICLES OF AMENDMENT
                                       OF
                            ARTICLES OF INCORPORATION
                                       OF
                            UNITIVE ELECTRONICS, INC.

      Pursuant to North Carolina General Statutes Section 55-10-06, the
undersigned corporation (the "CORPORATION") hereby submits these Articles of
Amendment for the purpose of amending its Articles of Incorporation:

      (1) The name of the Corporation is Unitive Electronics, Inc.

      (2) Article V of the Articles of Incorporation of the Corporation is
deleted, and a new Article V is adopted, which reads as follows:

                                    ARTICLE V
                           CAPITAL STOCK; PREFERENCES

      The aggregate number of shares the Corporation is authorized to issue is
one thousand (1,000) shares, all of which shares shall be designated as Common
Stock (the "COMMON STOCK"). The shares of Common Stock shall have a par value of
$0.001 per share.

      (3) Shareholder approval of the amendments was obtained as required by
Chapter 55 of the General Statutes of North Carolina.

      (4) The date of adoption of each amendment was the 30 day of January 2001.

      (5) These Articles will be effective upon filing.

      This 30 day of January 2001.

                                                    UNITIVE ELECTRONICS, INC.

                                                    By: /s/ Wayne Machon
                                                        ------------------------
                                                        Wayne Machon, President

                                                                  EXHIBIT 3.1.10

                                   CERTIFICATE
                                       OF
                     LIMITED LIABILITY COMPANY DOMESTICATION

      The undersigned, Kenneth T. Joyce, authorized person of Amkor
International Holdings, in accordance with 6 Del. C. ss.18-212 oF the Delaware
Code does hereby certify:

      FIRST: The corporation was first formed on March 19, 1998 in the Cayman
Islands.

      SECOND: The name of the non-United States entity immediately prior to the
filing of this Certificate of Limited Liability Company Domestication was Amkor
International Holdings.

      THIRD: The name of the limited liability company as set forth in the
Certificate of Formation is Amkor International Holdings, LLC.

      FOURTH: The jurisdiction that constituted the seat, siege social, or
principal place of business or central administration of the non-United States
entity immediately prior to the filing of this Certificate of Limited Liability
Company Domestication was the Cayman Islands.

                            [Signature Page Follows]



      IN WITNESS WHEREOF, I, being an authorized person and being duly
authorized to sign this Certificate of Limited Liability Company Domestication
have made, signed and sealed this Certificate of Limited Liability Company
Domestication on December 22, 2004.

                                     /s/ Kenneth T. Joyce
                                     ------------------------------
                                     Kenneth T. Joyce
                                     Authorized Person

    SIGNATURE PAGE TO CERTIFICATE OF LIMITED LIABILITY COMPANY DOMESTICATION

                                                                  EXHIBIT 3.1.11

                            CERTIFICATE OF FORMATION

                                       OF

                       AMKOR INTERNATIONAL HOLDINGS, LLC,
                      A DELAWARE LIMITED LIABILITY COMPANY

      FIRST: The name of the limited liability company formed hereby is:

           Amkor International Holdings, LLC, a Delaware Limited Liability
           Company

      SECOND: The address of the company's registered office in the State of
Delaware is: Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of its registered agent at such
address is The Corporation Trust Company.

      THIRD: The purpose of the company is to engage in any lawful act or
activity for which a limited liability company may be organized under the
Delaware Limited Liability Company Act.

      FOURTH: The company shall be managed in accordance with the terms of its
limited liability company agreement.

      FIFTH: No member of the company shall be obligated personally for any
debt, obligation or liability of the company solely by reason of being a member
of the company. The failure to observe any formalities relating to the business
or affairs of the company shall not be grounds for imposing personal liability
on any member for the debts, obligations or liabilities of the company.

      SIXTH: The company reserves the right to amend or repeal any provision
contained herein in the manner now or hereafter prescribed by law and in the
company's limited liability company agreement.

                            [Signature Page Follows]



      The undersigned, an authorized person, has caused this Certificate of
Formation to be duly executed as of December 22, 2004.

                                /s/ Kenneth T. Joyce
                                -----------------------------
                                Kenneth T. Joyce
                                Authorized Person

               SIGNATURE PAGE TO CERTIFICATE OF FORMATION OF AMKOR
                          INTERNATIONAL HOLDINGS, LLC

                                                                  EXHIBIT 3.1.12

                                   CERTIFICATE
                                       OF
                                  DOMESTICATION

      The undersigned, Michael Santangelo, authorized person of P-Four, Inc., in
accordance with 6 Del. C. ss.18-212 of the Delaware Code does hereby certify:

      FIRST: The corporation was first formed on December 16, 1998 in the
Philippines.

      SECOND: The name of the non-United States entity immediately prior to the
filing of this Certificate of Domestication was P-Four, Inc.

      THIRD: The name of the limited liability company as set forth in the
Certificate of Formation is P-Four, LLC.

      FOURTH: The jurisdiction that constituted the seat, siege social, or
principal place of business or central administration of the non-United States
entity immediately prior to the filing of this Certificate of Domestication was
the Philippines.

                            [Signature Page Follows]



      IN WITNESS WHEREOF, I, being an authorized person and being duly
authorized to sign this Certificate of Domestication have made, signed and
sealed this Certificate of Domestication on December 23, 2004.

                                /s/  Michael Santangelo
                                ---------------------------------
                                Michael Santangelo
                                Authorized Person

                 SIGNATURE PAGE TO CERTIFICATE OF DOMESTICATION

                                                                  EXHIBIT 3.1.13

                            CERTIFICATE OF FORMATION

                                       OF

                                  P-FOUR, LLC,
                      A DELAWARE LIMITED LIABILITY COMPANY

      FIRST: The name of the limited liability company formed hereby is:

            P-Four, LLC, a Delaware Limited Liability Company

      SECOND: The address of the company's registered office in the State of
Delaware is: Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of its registered agent at such
address is The Corporation Trust Company.

      THIRD: The purpose of the company is to engage in any lawful act or
activity for which a limited liability company may be organized under the
Delaware Limited Liability Company Act.

      FOURTH: The company shall be managed in accordance with the terms of its
limited liability company agreement.

      FIFTH: No member of the company shall be obligated personally for any
debt, obligation or liability of the company solely by reason of being a member
of the company. The failure to observe any formalities relating to the business
or affairs of the company shall not be grounds for imposing personal liability
on any member for the debts, obligations or liabilities of the company.

      SIXTH: The company reserves the right to amend or repeal any provision
contained herein in the manner now or hereafter prescribed by law and in the
company's limited liability company agreement.

                            [Signature Page Follows]



      The undersigned, an authorized person, has caused this Certificate of
Formation to be duly executed as of December 23, 2004.

                                 /s/  Michael Santangelo
                                 -------------------------------
                                 Mike Santangelo
                                 Authorized Person

            SIGNATURE PAGE TO CERTIFICATE OF FORMATION OF P-FOUR, LLC

                                                                  EXHIBIT 3.1.14

                                THE COMPANIES LAW

                            COMPANY LIMITED BY SHARES

                            MEMORANDUM OF ASSOCIATION

                                      -of-

                           BRECHIN INVESTMENTS LIMITED

      1.    The NAME of the Company is Brechin Investments Limited

      2.    The REGISTERED OFFICE of the Company is situate at the offices of
CIBC Bank and Trust Company (Cayman) Limited, P.O. Box 694, George Town, Grand
Cayman, Cayman Islands, British West Indies or at such place as may be advised
from time to time.

      3.    The OBJECTS for which the Company is established are:

            (1)   (a) To carry on the business of an investment company and to
invest the capital and other moneys of the Company in the purchase or upon the
security of shares, stocks, debentures, debenture stock, bonds, mortgages,
obligations and securities of any kind issued or guaranteed by any company,
corporation or undertaking, of whatever nature and wheresoever constituted or
carrying on business and to subscribe for, conditionally or unconditionally to
underwrite issue on commission or otherwise, take hold, deal in, and convert
shares, stocks debentures, debenture stocks, bonds, mortgages, obligations and
other securities issued or guaranteed by any Government, Sovereign Ruler,
Commissioners, Trust, Supreme, Dependent, Municipal, Local or other Authority,
Corporation or body of whatever nature in any part of the world. and to acquire
and hold the same either in the name of the Company or any nominee.

                  (b) To carry on business as capitalists, financiers,
concessionaires, and merchants, and to undertake, and carry on, and execute all
kinds of financial commercial, trading, and other operations, and to carry on
any other business which may seem to be capable of being conveniently carried on
in connection with any of these objects, or calculated, directly or indirectly,
to enhance the value of, or facilitate the realisation of or render profitable
any of the property or rights of the Company.

                  (c) To exercise and enforce all rights and powers conferred by
or incident to the ownership of any such shares, stock, obligations or other
securities including without prejudice to the generality of the foregoing all
such powers of veto or control as may be conferred by virtue of the holding by
the Company of some special proportion of the issued or nominal amount thereof
and to provide managerial brokerage, professional and other executive
supervisory and consultant services for or in relation to any company in which
the Company is [illegible] upon such terms as may be thought fit.



            (2)   (a) To carry on the business of hotel, restaurant, cafe,
tavern, beerhouse, refreshment-room, and lodging-house keepers, licensed
victuallers, spirit merchants, importers and manufacturers of aerated, mineral,
artificial waters and other drinks, caterers for public amusement generally,
chemists, proprietors of clubs, baths, dressing rooms, laundries, libraries,
grounds, and places of amusements, recreation, sport, entertainment, instruction
of all kinds, entrepreneurs and general agents, and any other business which can
be conveniently carried on in connection therewith.

                  (b) To buy, sell, deal in, lease, hold, improve, subdivide, or
develop real estate, and the fixtures and personal property incidental thereto
or connected therewith, and to acquire, by purchase, lease hire, or otherwise,
lands, tenements, hereditaments, or any interest therein, and to improve the
same, and generally to hold, manage, deal with and improve the property of the
Company and to sell, lease, mortgage, pledge or otherwise dispose of the lands,
tenements and hereditaments or other property of the Company.

            (3)   (a) To carry on all or any of the business of cloth
manufacturers, furriers, haberdashers, hosiers, manufacturers, importers,
exporters and wholesale and retail dealers of and in textile fabric of all
kinds, milliners, dressmakers, tailors, hatters, clothiers, outfitters, glovers,
lace manufacturers, feather dressers, boot and shoe makers, manufacturers and
importers, exporters and wholesale and retail dealers of and in leather goods,
household furniture, ironmongery, turnery, and other household fittings and
utensils, ornaments, stationery and fancy foods, dealers in provisions, drugs,
chemicals and other articles and commodities of personal and household use and
consumption and generally of and in all manufactured goods, materials,
provisions and produce.

                  (b) To carry on all or any of the businesses of undertakers,
coach and carriage builders, saddlers, house decorators, sanitary engineers,
electrical engineers, and conractors in all their branches, gasfitters, land,
estate and house agents, builders, contractors, cabinet makers, upholsterers,
furniture removers, owners of depositories, wharehousemen, carriers, store
keepers, warehouse keepers, manufacturers of and dealers in hardware jewellery,
plated goods, perfumery, soap and articles required for ornament recreation or
amusement; gold and silver smiths, booksellers, dealers in musical instruments,
manufacturers of and dealers in bicycles, tricycles and motor carriages; and
also refreshment contractors, restaurant keepers, hotel, boarding and
lodging-house keepers, letters of furnished or unfurnished houses, flats, or
apartments, with or without servants or other accessories or conveniences,
licensed victuallers, wine and spirit merchants, tobacconists and dealers in
mineral aerated and other liquors; farmers, diarymen, market gardners,
nurserymen, florists and auctioneers.

                  (c) To buy, sell, retail, wholesale, manufacture, repair and
exchange, let on hire, import, export and deal in all kinds of articles,
commodities and things which may be required for the purposes of any of the said
businesses or commonly supplied or dealt in by persons engaged in any such
businesses or which may seem capable of being profitable dealt with in
connection with any of the said businesses.

            (4)   To carry on all or any of the businesses of transport, cartage
and haulage contractors, garage proprietors, owners and charterers of road
vehicles, aircraft and ships, tugs and barges and boats of every description,
lightermen and carriers of goods and passengers by road, rail, water or air,
carmen, cartage contractors and agents, forwarding, transport and commission
agents,

                                      -2-


customs agents, stevedores, wharfingers, cargo superintendents, packers,
hauliers, warehousemen, storekeepers, engineers, electricians and jobmasters,
tourist agencies, travel bureaux and booking offices.

            (5) To provide management, including the management of investments
and other property, administrative, sales and technical assistance, service and
advice and on a contract, loan, secondment, employment or other basis and to
provide consultants, staff and employees who will give management,
administrative, sales and technical assistance, service and advice to any person
or company anywhere in the world on any matter or any type of business
whatsoever and to act as managers, registrars, administrators, secretaries,
auditors, accountants of bodies corporate or incorporate in any part of the
world.

            (6)   To carry on business as general agents, factors, importers,
traders, dealers, processors, canners, packagers, bottlers, manufacturers,
retailers, distributors, and wholesalers of any kind or kinds of goods, wares
and merchandise, manufactured articles and any part or parts thereof and raw
materials and generally to carry on the business of importers and exporters and
as wholesale and retail merchants and dealers in goods, wares, merchandise and
products of all kinds and to do a general brokerage, commission and forwarding
business and to establish branches anywhere.

            (7)   To carry on any other business which may seem to the Company
capable of being conveniently carried on in connection with the above or
calculated directly or indirectly to enhance the value of or render profitable
any of the property or rights of the Company.

            (8)   To acquire and undertake the whole or any part of the
business, property and liabilities of any person or company carrying on or
proposing to carry on any business which the Company is authorised to carry on,
or possessed of property suitable for the purpose of the Company, or which can
be carried on in conjunction therewith or which is capable of being conducted so
as directly or indirectly to benefit the Company.

            (9)   To amalgamate, enter into partnership or into any arrangement
for sharing profits, union of interests, co-operation, joint venture or
reciprocal concession, or for limiting competition with any person or company
carrying on or engaged in, or about to carry or or engage in, any business or
transaction which the Company is authorised to carry on or engage in, or which
can be carried on in conjunction therewith or which is capable of being
conducted so as directly or indirectly to benefit the Company.

            (10)  To vest any real or personal property, rights or interest
acquired by or belonging to the Company in any person or company on behalf of or
for the benefit of the Company, and with or without any declared trust in favour
of the Company.

            (11)  To purchase, take on lease, or in exchange, hire or otherwise
acquire, any real and personal property and any rights or privileges which the
Company may think necessary or convenient for the purposes of its business or
may enhance the value of any property of the Company.

                                      -3-


            (12) To carry on business as manufacturers, assemblers, factory and
plant operators and to manufacture, in whole or in part, modify, assemble or any
combination thereof raw materials wholly or partly manufactured items,
materials, goods, merchandise, machinery and equipment of all kinds.

            (13) To build, construct, alter, maintain, enlarge, pull down,
remove or replace, and to work, manage, and control any buildings, offices,
factories, mills, shops, machinery, engines, roads, ways, branches or sidings,
bridges, reservoirs, watercourses, electric works and other works and
conveniences which may seem calculated directly or indirectly to advance the
interests of the Company, and to join any other person or company in doing any
of these things.

            (14) To apply for, purchase, or otherwise, acquire and protect renew
in any part of the world, any patents, patent rights, brevets, d'invention,
trademarks, designs, licenses, concessions, and the like, conferring any
exclusive or non-exclusive or limited right to their use, or any secret or other
information as to any invention which may seem capable of being used for any of
the purposes of the Company or the acquisition of which may seem calculated
directly or indirectly to benefit the Company, and to use, exercise, develop or
grant licences in respect of, or otherwise turn to account the property rights
or information so acquired and to expend money in experimenting upon, testing or
improving any such patents, inventions or rights.

            (15) To improve, manage, develop, grant rights or privileges in
respect of, or otherwise deal with, all or any of the property and rights of the
Company.

            (16) To subscribe for, take or otherwise acquire, and hold shares,
stock, debentures, bonds, or other securities of any other company having
objects altogether or in part similar to those of the Company, or carrying on
any business capable of being conducted so as directly or indirectly to benefit
the Company.

            (17) To invest and deal with the moneys of the Company not
immediately required in any manner.

            (18) To lend and advance money or give credit to such persons or
companies and on such terms as may seem expedient, and in particular to
customers and others having dealings with the company and to guarantee the
performance of any contract or obligation and the payment of money of or by such
persons or companies and generally to give guarantees and indemnities.

            (19) To receive money or loan and borrow or raise money in such
manner as the Company shall think fit, and in particular by the issue of bonds,
debentures, or debenture stock, (perpetual or otherwise) and to secure the
repayment of any money borrowed raised or owing by mortgage, charge or lien upon
all or any part of the property or assets of the Company (both present and
future) including its uncalled capital, and also by a similar mortgage, charge
or lien to secure and guarantee the performance by the Company or any other
person or company of any obligation undertaken by the Company or any other
person or company as the case may be.

                                      -4-


            (20) To draw, make, accept, indorse, discount, execute and issue
promissory notes, bills of exchange, bills of lading, warrants, debentures,
bonds and other negotiable or transferable instruments.

            (21) To apply for, promote, and obtain any law of the Legislature,
charter, privilege, concession, licence or authorisation of any government,
state or municipality, provisional order or licence of any authority for
enabling the Company to carry any of its objects into effect or for extending
any of the powers of the Company or for effecting any modification of the
constitution of the Company or for any other purpose which may seem expedient,
and to oppose any proceedings or applications which may seem calculated directly
or indirectly to prejudice the interests of the Company.

            (22) To enter into any arrangement with any government or
authorities, supreme, municipal, local or otherwise, or any person or company
that may seem conducive to the objects of the Company, or any of them, and to
obtain from any such government, authority, person or company any rights,
privileges, charters, contracts, licences and concessions which the Company may
think it desirable to obtain and to carry out, exercise and comply therewith.

            (23) To pay out of the funds of the Company all expenses which the
Company may lawfully pay with respect to the formation and registration of the
Company or the issue of its capital, including brokerage and commissions for
obtaining applications for or taking, placing or underwriting or procuring the
underwriting of shares, debentures or other securities of the Company.

            (24) To pay for any rights or property acquired by the Company, and
to remunerate any person or company whether by cash payment or by the allotment
of shares, debentures, bonds or other securities of the Company credited as paid
up in full or in part or otherwise.

            (25) To establish and maintain or procure the establishment and
maintenance of any contributory or non-contributory pension or superannuation
funds for the benefit of, and give or procure the giving of donations,
gratuities, pensions, allowance or emoluments to any persons who are or were at
any time in the employment or service of the Company, or of any company which is
a subsidiary company, or is allied to or associated with the Company or with any
such subsidiary company, or who are or were at any time Directors or officers of
the Company or of any such other company as aforesaid, and the wives, widows,
families and dependents or any such persons, and also establish and subsidise
and subscribe to any institutions, associations, clubs, or funds calculated to
be for the benefit of or to advance the interests and well-being of the Company
or of any such other company as aforesaid, and make payments to or towards the
insurance of any such person as aforesaid and do any of the matters aforesaid,
either alone or in conjunction with any such other company as aforesaid.

            (26) To procure the Company to be registered or recognised in any
part of the world outside the Cayman Islands.

            (27) To establish or promote or concur in establishing or promoting
any company or companies for any purpose including but not limited to acquiring
all or any of the property, rights and liabilities of the Company or for any
other purpose and to place or guarantee the placing of,

                                      -5-


underwrite, subscribe for, or otherwise acquire all or any part of the shares,
stock, debentures, bonds or other securities of any other company.

            (28) To sell, lease, mortgage or otherwise dispose of the property
assets or undertakings of the Company or any part thereof for such consideration
as the Company may think fit, and in particular for shares, stock, debentures,
bonds, or other securities of any other company whether or not having objects
altogether or in part similar to those of the Company.

            (29) To distribute among the members in specie any property of the
Company, or any proceeds of sale or disposal of any property of the Company, but
so that no distribution amounting to a reduction of capital be made except with
the sanction, if any, for the time being required by law.

            (30) To buy, sell, deal in, lease, hold, improve, sub-divide or
develop real estate, and the fixtures and personal property incidental thereto
or connected therewith, and to acquire, by purchase, lease, hire or otherwise,
lands, tenements, hereditaments, or any interests therein, and to improve the
same, and generally to hold, manage, deal with and improve the property of the
Company, and to sell, lease, mortgage, pledge, or otherwise dispose of the
lands, tenements and hereditaments or any other property of the Company.

            (31) The Company shall not carry on business as bankers or trust
companies as defined in the Banks and Trust Companies Regulations Law 1966 or
any statutory modification or re-enactment thereof for the time being in force
unless and until a licence under such Law has been granted to the Company.

            (32) To do all such other things as may be deemed incidental or
conducive to the attainment of the above objects or any of them.

AND IT IS HEREBY DECLARED that each and every paragraph of this clause (clause
3) shall be construed independently and shall be treated as an independent and
main object of the Company and the powers conferred on the Company by any other
paragraph shall not be restricted by reference to any paragraph or to the name
of the Company or by the juxtaposition of two or more objects and that in the
event of any ambiguity this Clause and every other paragraph hereof shall be
construed in such a way as to widen and not to restrict the powers of the
Company.

      4.    The liability of the members is limited.

      5.    The capital of the Company is United States Dollars Nine Hundred
Thousand (US$900,000) divided into Nine Hundred Thousand Shares (900,000) of
United States Dollars One (US$1.00) each.

with power for the Company to increase or reduce the said capital and to issue
any part of its capital original or increased with or without any preference
priority or special privilege or subject to any postponement of rights or to any
conditions or restrictions; and so that, unless the conditions of issue shall
otherwise expressly declare, every issue of Shares, whether declared to be
preference or otherwise, shall be subject to the power hereinbefore contained.

                                      -6-


      The subscriber(s) whose name(s) and address(es) is/are subscribed hereto
is/are desirous of being formed into a Company limited by shares and in
pursuance of this Memorandum of Association the subscriber(s) agree(s) to take
the number of shares in the capital of the Company set opposite its/their
name(s).



NAMES, ADDRESSES AND DESCRIPTIONS                   NUMBER OF SHARES
         OF SUBSCRIBERS                         TAKEN BY EACH SUBSCRIBER
- -------------------------------------           ------------------------
                                             
Commerce Management Services Limited,
Holding Company                                        100 shares
P.O. Box 694, Grand Cayman                             ----------


/s/
______________________________________

/s/
______________________________________
Dated: May 26, 1989

Witness to the above signatures:-

/s/
______________________________________
Name

P.O. Box 456, George Town.
- --------------------------------------
Address

CERTIFIED TO BE A TRUE AND CORRECT COPY

SIG /s/
    __________________________________
             DELANO O. SOLOMON
      Deputy Registrar of Companies

DATE May 26, 1989

                                      -7-


      EXTRACT from the MINUTES of an EXTRAORDINARY GENERAL MEETING of the
Shareholders of C.I.L. LIMITED held at the Registered Office of the Company in
George Town, Grand Cayman, on May 27th, 1994 at 10 a.m.

      AMENDMENT TO CAPITAL OF COMPANY:

      The Chairman noted that the Company was desirous of altering its
Memorandum of Association by cancelling 850,000 unissued shares in the capital
of the Company such that the authorised share capital of the Company is
US$50,000 divided into 50,000 shares of US$1 par value each. After discussion,
the following Special Resolution was adopted:

            RESOLVED THAT 850,000 of the unissued shares in the capital of the
      company be and they are hereby cancelled such that the authorised share
      capital of the Company is US$50,000 divided into 50,000 shares of US$1 par
      value each, there being 100 such shares in issue at the date of this
      resolution.

      Dated this May 27th, 1994.

      Certified to be a True Copy

/s/
__________________________________________
SECRETARY
per pro COMMERCE ADVISORY SERVICES LIMITED



      MINUTES of an EXTRAORDINARY GENERAL MEETING of the Shareholders of C.I.L.
Limited held in George Town, Grand Cayman on May 27th, 1994 at 10 a.m.

PRESENT WERE:     Commerce Management Services Limited
                  represented by Jean-Marc LeSieur

In attendance:    Carol F. Smith

      By agreement, Mr. LeSieur acted as Chairman of the Meeting and Mrs. Smith
acted as Secretary.

      1. NOTICE OF MEETING:

      The Chairman noted that as all members were present and agreeing to accept
short notice of the Meeting and its purpose, the chairman declared the Meeting
duly convened and constituted.

      2. AMENDMENT TO CAPITAL OF COMPANY:

      The Chairman noted that the Company was desirous of altering its
Memorandum of Association by cancelling 850,000 unissued shares in the capital
of the Company such that the authorised share capital of the Company is
US$50,000 divided into 50,000 shares of US$1 par value each. After discussion,
the following Special Resolution was adopted:

            RESOLVED THAT 850,000 of the unissued shares in the capital of the
      company be and they are hereby cancelled such that the authorised share
      capital of the Company is US$50,000 divided into 50,000 shares of US$1 par
      value each, there being 100 such shares in issue at the date of this
      resolution.

      3. TERMINATION:

      There being no further business, the Meeting upon motion was adjourned.

/s/                                              /s/
_________________________                        ____________________________
Chairman                                         Secretary



                                THE COMPANIES LAW

                            COMPANY LIMITED BY SHARES

                             ARTICLES OF ASSOCIATION

                                       of

                           BRECHIN INVESTMENTS LIMITED

                                   PRELIMINARY

      1.    The regulations of Table 'A' in the First Schedule to the Companies
Law, shall not apply to the Company except in so far as they are repeated or
contained in these Articles.

                                 INTERPRETATION

      2.    In these Articles if not inconsistent with the subject or context:-

            (1) "The Law" means the Companies Law.

            (2) Where any provision of the Law is referred to, the reference is
to that provision as modified by any law for the time being in force.

            (3) Unless the context otherwise requires, expressions defined in
the Law or any statutory modification thereof in force at the date at which
these Articles become binding on the Company, shall have the meanings so
defined.

                                     SHARES

      3.    Subject to the provisions, if any, in that behalf of the memorandum
of association and without prejudice to any special rights previously conferred
on the holders of existing shares, any share may be issued with such preferred,
deferred or other special rights, or such restrictions, whether in regard to
dividend, voting, return of share capital or otherwise, as the Company may from
time to time by special resolution determine, and subject to the provisions of
Section 34 of the Law any preference share may, with the sanction of a special
resolution, be issued on the terms that it is, or at the option of the Company
is liable, to be redeemed.

      4.    If at any time the share capital is divided into different classes
of shares the rights attached to any class (unless otherwise provided by the
terms of issue of the shares of that class) may be varied with the consent in
writing of the holders of three-fourths of the issued shares of that class, or
with the sanction of a special resolution passed at a separate general meeting
of the holders of the shares of the class. To every such separate general
meeting the provisions of these Articles relating to general meetings shall
apply, but so that the necessary quorum shall be one or more person at least



holding or representing by proxy one-third of the issued shares of the class
(but so that if at any adjourned meeting of such holder a quorum as above
defined is not present, those members who are present shall be a quorum) and
that any holder of shares of the class present in person or by proxy may demand
a poll and, on a poll, shall have one vote for each share of the class of which
he is a holder.

      5.    The rights conferred upon the holders of the shares of any class
issued with preferred or other rights shall unless otherwise expressly provided
by the terms of issue of the shares of that class, be deemed not to be varied by
the creation or issue of further shares pari pasu therewith.

      6.    Except as required by law, no person shall be recognised by the
Company as holding any share upon any trust, and the Company shall not be bound
by or be compelled in any way to recognise (even when having notice thereof) any
equitable, contingent, future or partial interest in any share or any interest
in any fractional part of a share (except only as by these Articles or by law
otherwise provided or under an order of court of competent jurisdiction, and
other rights in respect of any share except an absolute rights to the entirety
thereof in the registered holder.

      7.    Subject to the provisions of these Articles relating to new shares,
the shares shall be at the disposal of the directors, and they may (subject to
the provisions of the Law) allot, grant options over, or otherwise dispose of
them to such persons, on such terms and conditions, and at such times as they
think fit, but so that no share shall be issued at a discount, except in
accordance with the provisions of the Law, and so that in the case of shares
offered the public for subscription the amount payable on application on each
share shall not be less than 5 per cent of the nominal amount of the share.

      8.    Every person whose name is entered as a member in the register of
members, shall without payment, be entitled to a certificate under the seal of
the Company specifying the share or shares held by him and the amount paid up
thereon, provided that in respect of a share or shares held jointly by several
persons the Company shall not be bound to issue more than one certificate, and
delivery of a certificate for a share to one of several joint holders shall be
sufficient delivery to all.

      9.    If a share certificate is defaced, lost or destroyed it may be
renewed on payment of such fee, if any, not exceeding twenty cents and on such
terms, if any, as to evidence and indemnity, as the directors think fit.

                                      LIEN

      10.   The Company shall have a first and paramount lien on every share
(not being a fully paid share) for all moneys (whether presently payable or not)
called or payable at a fixed time in respect of that share, and the Company
shall also have a lien on all shares (other than fully paid up shares) standing
registered in the name of a single person for all moneys presently payable by
him or his estate to the Company; but the directors may at any time declare any
share to be wholly or in part exempt from the provisions of this Article. The
Company's lien, if any, on a share shall extend to all dividends payable
thereon.



      11. The Company may sell, in such manner as the directors think fit, any
shares on which the Company has a lien, but no sale shall be made unless some
sum in respect of which the lien exists is presently payable nor until the
expiration of fourteen days after a notice in writing, stating and demanding
payment of such part of the amount in respect of which the lien exists as is
presently payable, has been given to the registered holder for the time being of
the share, or the persons entitled thereto by reason of his death or bankruptcy.

      12. For giving effect to any such sale the directors may authorise some
person to transfer the shares bid to the purchaser thereof. The purchaser shall
be registered to the holder of the shares comprised in any such transfer and he
shall not be bound to see to the application of the purchase money, nor shall
his title to the shares be affected by any irregularity or invalidity in
reference to the sale.

      13. The proceeds of the sale shall be received by the Company and applied
in payment of such part of the amount in respect of which the lien exists as is
presently payable, and the residue shall (subject to a like lien for sums not
presently payable as existed upon the shares prior to the sale) be paid to the
person entitled to the shares at the date of the sale.

                                 CALLS ON SHARES

      14. The directors may from time to time make calls upon the members in
respect of any moneys unpaid on their shares (whether on account of the nominal
value of the shares or by way of premium) and not by the conditions of allotment
thereof made payable at fixed times, provided that no call shall exceed
one-fourth of the nominal value of the share or be payable at less than one
month from the dated fixed for the payment of the last preceding call, and each
member shall (subject to receiving at least fourteen days' notice specifying the
time or times and place of payment) pay to the Company at the time or times and
place so specified the amount called on his shares. A call may be revoked or
postponed as the directors may determine.

      15. A call shall be deemed to have been made at the time when the
resolution of the directors authorising the call was passed and may be required
to be paid by instalments.

      16. The joint holders of a share shall be jointly and severally liable to
pay all calls in respect thereof.

      17. If a sum called in respect of a share is not paid before or on the day
appointed for payment thereof, the person from whom the sum is due shall pay
interest on the sum from the day appointed for payment thereof to the time of
actual payment at such rate not exceeding 6 per cent per annum as the directors
may determine, but the directors shall be at liberty to waive payment of such
interest wholly or in part.

      18. Any such sum which by the terms of issue of a share becomes payable on
allotment or at any fixed date, whether on account of the nominal value of the
share or by way of premiums, shall for the purposes of these Articles be deemed
to be a call duly made and payable on the date on which by the terms of issue
the same become payable, and in case of non-payment all the relevant



provisions of these Articles as to payment of interest and expenses, forfeiture
or otherwise shall apply as if such sums had become payable by virtue of a call
duly made and notified.

      19. The provisions of these Articles as to the liability of joint holders
and as to payment of interest shall apply in the case of non-payment of any sum
which, by the terms of issue of a share, becomes payable at a fixed time,
whether on account of the share, or by way of premium as if the same had become
payable by virtue of a call duly made and notified.

      20. The directors may make arrangements on the issue of shares for a
difference between the holders in the amount of call to be paid and in the times
of payment.

      21. The directors may, if they think fit, receive from any member willing
to advance the same all or any part of the moneys uncalled and unpaid upon any
shares held by him; and upon all or any of the moneys so advanced may (until the
same would, but for such advance, become presently payable) pay interest at such
rate (not exceeding without the sanction of the Company in general meeting, six
per cent) as may be agreed upon between the member paying the sum in advance and
the directors.

                       TRANSFER AND TRANSMISSION OF SHARES

      22. The instrument of transfer of any share shall be executed by or on
behalf of the transferor and transferee, and the transferor shall be deemed to
remain a holder of the share until the name of the transferee is entered in the
register of members in respect thereof. Provided that the directors may waive
execution by the transferee of the instrument of transfer but shall as soon as
possible thereafter inform the transferee of such waiver of execution.

      23. Subject to such of the restrictions of these Articles (if any) as may
be applicable shares shall be transferred by instrument in writing in the
following form, or in any usual or common form approved by the directors:-

                                 SHARE TRANSFER

      I, _____________ of ___________ (hereinafter called "the Transferor") in
consideration of the sum of _____________ paid to me by ___________ of
___________ (hereinafter called "the Transferee") do HEREBY TRANSFER to the
Transferee the share or shares numbered ___________ in the undertaking called
the ___________ to hold unto the Transferee, his executors, heirs and assigns
subject to the several conditions on which I hold the same; and I, the
Transferee, do hereby agree to take the said share or shares subject to the
conditions aforesaid.

      AS WITNESS our hands the ___________ day of ___________
      WITNESS to the signature of the Transferor ___________ TRANSFEROR
      WITNESS to the signature of the Transferee ___________ TRANSFEREE

      24. The directors may, in their absolute discretion and without assigning
any reason therefor, decline to register any transfer of any share, whether or
not it is a fully paid share. The registration of transfers may be suspended at
such times and for such periods as the directors may



from time to time determine, provided always that such registration shall not be
suspended for more than thirty days in any year.

      The directors may decline to recognise any instrument of transfer unless:-

            (a) A fee of not exceeding one dollar is paid to the Company in
respect thereof; and

            (b) The instrument of transfer is accompanied by the Certificate of
the Shares to which it relates, and such other evidence as the directors may
reasonably require to show the right of the Transferor to make the transfer.

      If the directors refuse to register a transfer of any shares, they shall
within two months after the date on which the transfer was lodged with the
Company send to the Transferee notice of the refusal.

      25.   The legal personal representative of a deceased sole holder of a
share shall be the only person recognised by the Company as having any title to
the share. In the case of a share registered in the names of two or more
holders, the survivors or survivor, or the legal personal representatives of the
deceased survivor shall be the only persons recognised by the Company as having
any title to the share.

      26.   Any person becoming entitled to a share in consequence of the death
or bankruptcy of a member shall upon such evidence being produced as may from
time to time be properly required by the directors, have the right either to be
registered as a member in respect of the share or, instead of being registered
himself, to make such transfer of the share as the deceased or bankrupt person
could have made; the directors shall, in either case, have the same right to
decline or suspend registration as they would have had in the case of a transfer
of the share by the deceased or bankrupt person before the death or bankruptcy.

      27.   A person becoming entitled to a share by reason of the death or
bankruptcy of the holder shall be entitled to the same dividends and other
advantages to which he would be entitled if he were the registered holder of the
share, except that he shall not, before being registered as a member in respect
of the share be entitled in respect of it to exercise any right conferred by
membership in relation to meetings of the Company. Provided always that the
directors may at any time give notice requiring any such person to elect either
to be registered himself or to transfer the share, and if the notice is not
complied with within ninety days the directors may thereafter withhold payment
of all dividend or other moneys payable in respect of the share until the
requirements of the notice have been complied with.

                              FORFEITURE OF SHARES

      28.   If a member fails to pay any call or instalments of a call on the
day appointed for payment thereof, the directors may, at any time thereafter
during such time as any part of such call or instalment remains unpaid serve a
notice on him requiring payment of so much of the call or instalment as is
unpaid, together with any interest which may have accrued.



      29. The notice shall name a further day (not earlier than the expiration
of fourteen days from the date of the notice) on or before which the payment
required by the notice is to be made, and shall state that in the event of
non-payment at or before the time appointed the shares in respect of which the
call was made will be liable to be forfeited.

      30. If the requirements of any such notice as aforesaid are not complied
with, any share in respect of which the notice has been given, may at any time
thereafter before the payment required by the notice has been made, be forfeited
by a resolution of the directors to that effect.

      31. A forfeited share may be sold or otherwise disposed of on such terms
and in such manner as the directors think fit, and at any time before a sale or
disposition the forfeiture may be cancelled on such terms as the directors think
fit.

      32. A person whose shares have been forfeited shall cease to be a member
in respect of the forfeited shares, but shall, notwithstanding, remain liable to
pay the Company all the moneys which at the date of forfeiture were payable by
him to the Company in respect of the shares, but his liability shall cease if
and when the Company receives payment in full of the nominal amount of the
shares.

      33. A voluntary declaration in writing that the declarer is a director or
the secretary of the Company and that a share of the Company has been duly
forfeited on a date stated in the declaration shall be conclusive evidence of
the facts therein stated as against all persons claiming to be entitled to the
share. The Company may receive the consideration, if any, given for the share on
any sale or disposition thereof and may execute a transfer of the share in
favour of the person to whom the share is sold or disposed of and he shall
thereupon be registered as the holder of the share, and shall not be bound to
see to the application of the purchase money, if any, nor shall his title to the
share be affected by any irregularity or invalidity in the proceedings in
reference to the forfeiture, sale or disposal of shares.

      34. The provision of these Articles as to forfeiture shall apply in the
case of non-payment of any sum which by the terms of issue of a share, becomes
payable at a fixed time, whether on account of the amount of the share, or by
way of premium, as if the same had been payable by virtue of a call duly made
and notified.

                         CONVERSION OF SHARES INTO STOCK

      35. The Company may by ordinary resolution convert any paid-up shares into
stock and reconvert any stock into paid-up shares of any denomination.

      36. The holders of stock may transfer the same, or any part thereof in the
same manner, and subject to the same Articles as and subject to which the shares
from which the stock arose might prior to conversion have been transferred, or
as near thereto as circumstances admit; but the directors may from time to time
fix the minimum amount of stock transferable and restrict or forbid the transfer
of fractions of that minimum but the minimum shall not exceed the nominal amount
of the shares from which the stock arose.



      37. The holders of stock shall, according to the amount of the stock held
by them, have the same rights, privileges and advantages as regards dividends,
voting at meetings of the Company and other matters as if they held the shares
from which the stock arose, but no such privilege or advantage (except
participation in the dividends and profits of the Company) shall be conferred by
any such aliquot part of stock as would not, if existing shares, have conferred
that privilege or advantage.

      38. Such Articles of the Company as are applicable to paid-up shares shall
apply to stock, and the words "share" and "shareholder" therein shall include
"stock" and "stockholder".

                              ALTERATION OF CAPITAL

      39.   The company may from time to time by ordinary resolution increase
the share capital by such sum, to be divided into shares of such amount, as the
resolution shall prescribe.

      40.   Subject to any direction to the contrary that may be given by the
Company in general meeting, all new shares shall, before issue, be offered to
such persons as at the date of the offer are entitled to receive notices from
the Company of general meetings in proportion, as nearly as the circumstances
admit, to the amount of the existing shares to which they are entitled. The
offer shall be made by notice specifying the number of shares offered, and
limiting a time within which the offer if not accepted, will be deemed to be
declined, and after the expiration of that time, or on the receipt of an
intimation from the person to whom the offer is made that he declines to accept
the shares offered, the directors may dispose of those shares in such a manner
as they think most beneficial to the Company. The directors may likewise so
dispose of any new shares which (by reason of the ratio which the new shares
bear to shares held by persons entitled to an offer of new shares) cannot, in
the opinion of the directors, be conveniently offered under this Article.

      41.   The new shares shall be subject to the same provisions with
reference to the payment of calls, lien, transfer, transmission, forfeiture and
otherwise as the shares in the original share capital.

      42. The Company may by ordinary resolution:-

            (a) consolidate and divide all or any of its share capital into
shares of larger amount than its existing shares;

            (b) sub-divide its existing shares, or any of them, into shares of
smaller amount than is fixed by the memorandum of association, subject
nevertheless to the provisions of section 12 of the Law;

            (c) cancel any shares which, at the date of the passing of the
resolution, have not been taken or agreed to be taken by any person.

      43.   The Company may by special resolution reduce its share capital and
any capital redemption reserve fund or share premium account in any manner and
with, and subject to, any incident authorised and consent required by the Law.



                               STATUTORY MEETINGS

      44.   The Company, if registered as an ordinary Company under the Law
shall hold a general meeting once in every calendar year at such time and place
as may be resolved by the Company in general meeting or, in default, at such
time and place as the directors may determine or in default at such time in the
third month following that in which the anniversary of the Company's
incorporation occurs and at such place as the directors shall appoint. In
default of a general meeting being so held, a general meeting shall be held in
the month next following and may be convened by any two members in the same
manner as nearly as possible as that in which meetings are to be convened by the
directors. The above mentioned general meetings shall be called ordinary general
meetings; all other general meetings shall be called extraordinary general
meetings.

      45. The Company if registered as an Exempted Company under the Law shall
hold at least one directors meeting in the Cayman Islands in each calendar year.

                                GENERAL MEETINGS

      46. The directors, may whenever they think fit, convene an extraordinary
general meeting. If at any time there are not in the Islands sufficient
directors capable of acting to form a quorum, any director or any two members of
the Company may convene an extraordinary general meeting in the same manner as
nearly as possible as that in which meetings may be convened by the directors.
The directors shall, upon the requisition in writing of one or more members
holding in the aggregate not less than one-tenth of such paid-up capital of the
Company as at the date of the requisition carries the right of voting at general
meetings, convene an extraordinary general meeting. Any such requisition shall
express the object of the meeting proposed to be called, and shall be left at
the registered office of the Company. If the directors do no proceed to convene
a general meeting within twenty-one days from the date of such requisition being
left as aforesaid, the requisitionists or any or either of them or any other
member or members holding in the aggregate not less than one-tenth of such
paid-up capital of the Company as at the date of the requisition carries the
right of voting at general meetings, may convene an extraordinary general
meeting to be held at the registered office of the Company or at some convenient
place within the Cayman Islands at such time, subject to the Company's Articles
as to notice, as the persons convening the meeting fix.

      47. Subject to the provisions of Section 57 of the Law relating to special
resolutions, seven days notice at the least (exclusive of the day on which the
notice is served or deemed to be served, but inclusive of the day for which the
notice is given) specifying the place, the day and the hour of meeting and, in
case of special business, the general nature of that business shall be given in
manner hereinafter provided, or in such other manner (if any) as may be
prescribed by the Company in general meetings, to such persons as are, under the
Articles of the Company, entitled to receive such notices from the Company; but
with the consent of all the members entitled to receive notice of some
particular meeting, that meeting may be convened by such shorter notice and in
such manner as those members may think fit.

      48. The accidental omission to give notice of a meeting to, or the
non-receipt of a notice of a meeting by any member entitled to receive notice
shall not invalidate the proceedings at any meeting.


                         PROCEEDINGS AT GENERAL MEETINGS

      49. All business shall be deemed special that is transacted at an
extraordinary general meeting, and all that is transacted at an ordinary general
meeting, with the exception of sanctioning a dividend, the consideration of the
accounts, balance sheets, and ordinary report of the directors and auditors, the
election of directors and other officers in place of those retiring and the
fixing of the remuneration of the auditors.

      50. No business shall be transacted at any general meeting unless a quorum
of members is present at the time when the meeting proceeds to business. Save as
herein otherwise provided, one or more member present in person or by proxy
shall be a quorum.

      51. If within half an hour from the time appointed for the meeting, a
quorum is not present, the meeting, if convened upon the requisition of members,
shall be dissolved; in any other case it shall stand adjourned to the same day
in the next week, at the same time and place, and if at the adjourned meeting a
quorum is not present within half an hour from the time appointed for the
meeting the members present shall be a quorum.

      52. The Chairman, if any, of the board of directors shall preside as
Chairman at every general meeting of the Company. If there is no such Chairman,
or if at any meeting he is not present within fifteen minutes after the time
appointed for holding the meeting or is unwilling to act as Chairman the members
present shall choose one of their number to be Chairman.

      53. The Chairman may with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the meeting from time
to time and from place to place, but no business shall be transacted at any
adjourned meeting other than the business left unfinished at the meeting from
which the adjournment took place. When a meeting is adjourned for ten days or
more, notice of the adjourned meeting shall be given as in the case of an
original meeting. Save as aforesaid it shall not be necessary to give any notice
of an adjournment or of the business to be transacted at an adjourned meeting.

      54. At any general meeting a resolution put to the vote of the meeting
shall be decided on a show of hands, unless a poll is (before or on the
declaration of the result of the show of hands) demanded by at least three
members present in person or by proxy entitled to vote or by one member or two
members so present and entitled, if that member or those two members together
hold not less than fifteen per cent of the paid-up capital of the Company, and,
unless a poll is so demanded, a declaration by the Chairman of the meeting that
a resolution has, on a show of hands, been carried, or carried unanimously, or
by a particular majority, or lost, and an entry to that effect in the book of
the proceedings of the Company, shall be conclusive evidence of the fact,
without proof of the number or proportion of the votes recorded in favour of or
against, that resolution.

      55. If a poll is duly demanded it shall be taken in such manner as the
Chairman of the meeting directs, and the result of the poll shall be deemed to
be the resolution of the meeting at which the poll was demanded. A poll demanded
oh the election of a chairman or on a question of adjournment shall be taken
forthwith. A poll demanded on any other question shall be taken at such time as
the Chairman of the meeting directs and any business other than that upon which
a poll has



been demanded may be proceeded with pending the taking of the poll. The demand
for a poll may be withdrawn.

      56. In the case of an equality of votes, whether on a show of hands or on
a poll, the Chairman of the meeting at which the show of hands takes place or at
which the poll is demanded, shall be entitled to a second or casting vote.

                                VOTES OF MEMBERS

      57. Subject to any rights or restrictions for the time being attached to
any class or classes of shares, on a show of hands, every member present in
person shall have one vote. On a poll every member shall have one vote for each
share of which he is the holder. On a poll a member entitled to more than one
vote need not, if he votes, use all his votes or cast all the votes he uses in
the same way.

      58. In the case of joint holders the vote of the senior who tenders a vote
whether in person or by proxy, shall be accepted to the exclusion of the votes
of the other joint holders; and for this purpose seniority shall be determined
by the order in which the names stand in the register of members.

      59. A member of unsound mind, or in respect of whom an order has been made
by any court having jurisdiction in lunacy, may vote, whether on a show of hands
or on a poll, by his committee, receiver, or other person in the nature of a
committee appointed by that court, and any such committee, receiver or other
person, may on a poll, vote by proxy.

      60. Subject to law, the Company in general meeting may determine (and may
revoke/alter or amend such determination) that no member shall be entitled to
vote at any general meeting unless all calls or other sums presently payable by
him in respect of shares in the Company have been paid.

      61. No objection shall be raised to the qualification of any voter except
at the meeting or adjourned meeting at which the vote objected to is given or
tendered, and every vote not disallowed at such meeting shall be valid for all
purposes. Any such objection made in due time shall be referred to the chairman
of the meeting, whose decision shall be final and conclusive.

      62. On a poll votes may be given either personally or by proxy.

      63. The instrument appointing a proxy shall be in writing under the hand
of the appointor or his Attorney duly authorised in writing or, if the appointor
is a corporation either under seal or under the hand of an officer or Attorney
duly authorised. A proxy need not be a member of the Company.

      64. The instrument appointing a proxy and the Power of Attorney or other
authority (if any) under which it is signed, or a notarially certified copy of
that Power or authority shall be deposited at the registered office of the
Company or at such other place as is specified for that purpose in the notice
convening the meeting at such times (if any) as the notice may specify before
the time for holding the meeting or adjourned meeting at which the person named
in the instrument



proposed to vote, and in default the instrument of proxy may, at the option of
the Company not be treated as valid. The instrument appointing a proxy shall be
deeded to confer authority to demand or join in demanding a poll.

      65. An instrument appointing a proxy may afford members an opportunity of
voting for or against a resolution and may be in the following form or a form as
near thereto as circumstances admit or any other form approved by the directors:

                       . . . . . . . . . . . . . . Limited

      I, ____________ of ___________, being a member of the ___________ Limited
hereby appoint ___________, of ___________ as my proxy, to vote for me and on my
behalf at the (ordinary or extraordinary, as the case may be) general meeting of
the company to be held on the ___________ day of ___________ 19 ,__ and at any
adjournment thereof.

      Signed this ___________ day of ___________ 19__.

      66. A vote given in accordance with the terms of an instrument of proxy
shall be valid notwithstanding the previous death or insanity of the principal
or revocation of the proxy or of the authority under which the proxy was
executed, or the transfer of the share in respect of which the proxy is given,
provided that no intimation in writing of such death, insanity, revocation or
transfer as aforesaid shall have been received by the Company at the Registered
Office before the commencement of the meeting or adjourned meeting at which the
proxy is used.

                             RESOLUTIONS IN WRITING

      67. An ordinary resolution in writing signed by all of the members for the
time being entitled to receive notice of and to attend and vote at general
meetings (or being corporations by their duly authorised representatives) shall
be as valid and effective as if the same had been passed at a general meeting of
the Company duly convened and held.

               CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS

      68. Any corporation which is a member of the Company may by resolution of
its directors or other governing body authorise such person as it thinks fit to
act as its representative at any meeting of the Company or of any class of
members of the Company, and the person so authorised shall be entitled to
exercise the same powers on behalf of the corporation which he represents as
that corporation could exercise if it were an individual member of the Company.

                             DIRECTORS AND OFFICERS

      69. Until otherwise determined by the Company in general meeting the
number of the directors shall not be less than two or more than ten, and the
names of the first directors shall be determined in writing by a majority of the
subscribers of the memorandum of association.

      70. At a general meeting a motion for the appointment of two or more
persons as directors of the Company may be made by a single resolution.



      71. The remuneration of the directors shall from time to time be
determined by the company in general meeting. The directors may also be paid all
travelling, hotel and other expenses properly incurred by them in connection
with the business of the Company. Any director who serves on any committee or
who devotes special attention to the business of the Company, or who otherwise
performs services which in the opinion of the directors are outside the scope of
the ordinary duties of a director, may be paid such extra remuneration by way of
salary, percentage of profits or otherwise as the directors may determine.

      72. The directors on behalf of the Company may pay a gratuity or pension
or allowance on retirement to any director who has held any other salaried
office or place of profit with the Company or to his widow or dependants and may
make contributions to any fund and pay premiums for the purchase or provision of
any such gratuity, pension or allowance.

      73.   (a) A director or officer of the Company may be or become a director
or other officer of, or otherwise interested in, any Company promoted by the
Company or in which the Company may be interested as shareholder or otherwise,
and no such director or officer shall be accountable to the company for any
remuneration or other benefits received by him as a director or officer of, or
from his interest in, such other Company.

            (b) A director or officer may hold any other office or place of
profit under the Company (other than the office of auditor) in conjunction with
his office of director or officer for such period and on such terms (as to
remuneration and otherwise) as the directors may determine.

            (c) No director or officer shall be disqualified by his office from
holding any office or place of profit under the company or under any Company in
which the Company shall be a shareholder or otherwise interested, or from
contracting or dealing with the Company either as vendor, purchaser, or
otherwise, nor shall any such contract, or any [illegible] or arrangement
entered into by or on behalf of the Company on which any director or officer
shall be in any way interested, be avoided, nor shall any director or officer be
liable to account to the Company for any such contract or arrangement by reason
only of such director or officer holding that office or of the fiduciary
relations thereby established, but it is declared that the nature of his
interest must be disclosed by him at the meeting of the directors at which the
contract or arrangement is taken into consideration if his interest then exists,
or in any other case at the first meeting of the directors after the acquisition
of his interest. A general notice that a director or officer is a member of any
specified firm or Company, and is to be regarded as interested in all
transactions with that firm or Company, shall be a sufficient disclosure under
this Article as regards such director or officer and the said transactions, and
after such general notice it shall not be necessary for such director or officer
to give a special notice relating to any particular transaction with that firm
or Company.

            (d) A director or officer, notwithstanding his interest, may be
counted in the quorum present at any meeting whereat he or any other director or
officer is appointed to hold any such office or place of profit under the
Company or whereat the terms of any such appointment are arranged, and he may
vote on any such appointment or arrangement other than his own appointment or
the arrangement of the terms thereof.



            (e) Any director or officer may act by himself or his firm in a
professional capacity for the Company, and he or his firm shall be entitled to
remuneration for professional services as if he were not a director or officer;
providing that nothing herein contained shall authorise a director or officer or
his firm to act as auditor of the Company.

      74. The share qualification for a director may be fixed by the Company in
general meeting, and unless and until so fixed no qualification shall be
required.

      75. The directors may entrust to and confer upon a managing director,
president, vice president, manager, secretary, assistant secretary, treasurer or
any other officer any of the powers exercisable by them upon such terms and
conditions and with such restrictions as they may think fit, and either
collaterally with or to the exclusion of their own powers, and may from time to
time revoke, withdraw, alter or vary all or any of such powers.

      76. The directors may from time to time appoint one or more of their body
to the offices of managing director, or any other office on such terms and at
such remuneration (whether by way of salary or commission or participation in
profits or partly in one way and partly in another) as they may think fit; but
his appointment shall be subject to determination ipso facto if he ceased from
any cause to be director, or if the Company in general meeting resolves that his
tenure of the office of managing director or such other office be determined.

      77. The directors may appoint president, vice-presidents, treasurers,
secretary-treasurers, secretaries, managers and such other officers for such
term and at such remuneration and upon such conditions as they think fit; and
any president, vice-president, treasurer, secretary-treasurer, secretary,
manager or officer so appointed may be removed by them.

      78. Any director may in writing appoint any person, of whom a majority of
the directors do not object, to be [illegible] to act in his place at any
meeting of the directors at which he is unable to be present. Every such
alternate shall be entitled to notice of meetings of the directors and to attend
and vote thereat as a director when the person appointing him is not personally
present, and where he is a director to have a separate vote on behalf of the
director he is representing in addition to his own vote. A director may at any
time in writing revoke the appointment of an alternate appointed by him. Every
such alternate shall be an officer of the Company and shall not be deemed to be
the agent of the director appointing him. The remuneration of such an alternate
shall be payable out of the remuneration payable to the director appointing him,
and the proportion thereof shall be agreed between them. An alternate need not
hold any share qualification.

      79. A director may appoint any person to act as his proxy at meetings of
the directors. Such appointment must be made in writing under the hand of the
appointor, and may at any time be revoked in like manner, and may be general or
for a specified period, or for specified meetings, or for specified resolutions
and may authorise and direct the appointee to be chairman if the appointor
would, if present, be entitled to preside, and notice of every such appointment
or revocation must be given to the Company, and the appointee need not be a
director or member of the Company, but he must furnish the Company with his
address.



                          POWER AND DUTIES OF DIRECTORS

      80.   The business of the Company shall be managed by the directors, who
may pay all expenses incurred in getting up and registering the Company and may
exercise all such powers of the Company as are not, by the Law or these
Articles, required to be exercised by the Company in general meeting, subject,
nevertheless, to any regulations of these Articles, to the provisions of the
Law, and to such regulations, being not inconsistent with the aforesaid
regulations or provisions, as may be prescribed by the Company in general
meeting; but no regulations made by the Company in general meeting shall
invalidate any prior act of the directors which would have been valid if that
regulation had not been made.

      81.   The directors may exercise all the powers of the Company to borrow
money, and to mortgage or charge its undertaking, property and uncalled capital,
or any part thereof, and to issue debenture stock, bonds and other securities
whether outright or as security for any debt, liability or obligation of the
Company or of any third party. Debentures, debenture stock, bonds, or other
securities may be made assignable free from any equities between the Company and
the person to whom the same may be issued.

      82.   The directors may from time to time and at any time by power of
attorney appoint any Company, firm or person or body of persons, whether
nominated directly or indirectly by the directors, to be the attorney or
attorneys of the Company for such purposes and with such powers, authorities and
discretions (not exceeding those vested in or exercisable by the directors under
these Articles) and for such period and subject to such conditions as they may
think fit, and any such powers of attorney may contain such provisions for the
protection and convenience of persons dealing with any such attorney as the
directors may think fit and may also authorise any such attorney to delegate all
or any of the powers, authorities and discretions vested in him.

      83.   All cheques, promissory notes, drafts, bills of exchange and other
negotiable instruments, and all receipts for moneys paid to the Company, shall
be signed, drawn accepted, endorsed, or otherwise executed, as the case may be,
in such manner as the directors shall from time to time by resolution determine.

      84.   The directors shall cause minutes to be made in the books provided
for the purpose:-

            (a) of all appointments of officers made by the directors;

            (b) of the names of the directors present at each meeting of the
directors and of any committee of the directors;

            (c) of all resolutions and proceedings at all meetings of the
Company, and of the directors and of committees and directors.

                  DISQUALIFICATION AND PROCEEDINGS OF DIRECTORS

      85.   The office of director shall be vacated, if the director:



            (a) becomes bankrupt or makes any arrangement or composition with
his creditors generally; or

            (b) is found to be or becomes of unsound mind; or

            (c) resigns his office by notice in writing to the Company;

            (d) if he is removed from office by a resolution of the Company.

      86.   The directors may meet together either within or without the Cayman
Islands for the despatch of business, adjourn, and otherwise regulate their
meetings and proceedings, as they think fit. Questions arising at any meeting
shall be decided by a majority of votes. In case of an equality of votes the
Chairman shall have a second or casting vote. A director may, and the secretary
on the requisition of a director shall, at any time summon a meeting of the
directors.

      87.   The quorum necessary for the transaction of the business of the
directors may be fixed by the directors and unless so fixed shall be two. For
the purposes of this Article an alternate appointed by a director shall be
counted in a quorum at a meeting at which the director appointing him is not
present.

      88.   A meeting of the directors at which a quorum is present shall be
competent to exercise all or any of the authorities, powers and discretions by
or under the Articles of the Company for the time being vested in or exercisable
by the directors generally.

      89.   A resolution in writing signed by all the directors for the time
being entitled to receive notice of a meeting including any alternate director
if entitled shall be as valid and effectual as if it had been passed at a
meeting of the directors duly convened and held.

      90.   The continuing directors or sole continuing director may act
notwithstanding any vacancy in their body, but, if and so long as their number
is reduced below the number fixed by or pursuant to the Articles of the Company
as the necessary quorum of directors, the continuing directors or director may
act for the purpose of increasing the number of directors to that number, or of
summoning a general meeting of the Company, but for no other reason.

      91.   The directors may elect a Chairman of their meetings and determine
the period for which he is to hold office [illegible] no such Chairman is
elected, or if at any meeting the Chairman is not present within five minutes
after the time appointed for holding the same the directors present may choose
one of their number to be Chairman of the meeting.

      92.   The directors may delegate any of their powers to committees
consisting of such member or members of their body as they think fit; any
committee so formed shall in the exercise o(pound) the powers do delegated
conform to any regulations that may be imposed on it by the directors. Save as
aforesaid the meetings and proceedings of a committee consisting of more than
one member shall be governed by the provisions of these Articles, regulating the
proceedings and meetings of directors.



      93. All acts done by any meeting of the directors or of a committee of
directors, or by any person acting as a director, shall, notwithstanding that it
be afterwards discovered that there was some defect in the appointment or
continuance in office of any such director or person acting as aforesaid, or
that they or any of them were disqualified or had vacated office, or were not
entitled to vote, be as valid as if every such person had been duly appointed or
had duly continued on in office and was qualified or had continued to be a
director and had been entitled to be a director.

                          TENURE OF OFFICE OF DIRECTORS

      94. The Company in general meeting may determine the period that the
directors or any of them may hold office and unless so determined the directors
shall hold and continue in office subject to these Articles. The Company may
determine in a general meeting, at the first general meeting of the Company that
the whole of the directors shall retire from office, and that at the ordinary
general meeting in every subsequent year one-third of the directors for the time
being, or if their number is not three or a multiple of three, then the number
nearest one-third shall retire from office. The Company may alter amend or
revoke any such determination.

      95. The directors, if any, to retire in every year shall be those who have
been longest in office since their last election but as between persons who
became directors on the same day those to retire shall (unless they otherwise
agree among themselves) be determined by lot. A retiring director shall be
eligible for re-election.

      96. The Company at the general meeting at which a director retires in
manner aforementioed may fill the vacated office by electing a person thereto
and in default the retiring director shall be deemed to have been re-elected
unless at such meeting it is resolved not to fill such vacated office.

      97. The Company may from time to time in general meeting increase or
reduce the number of directors, and may also determine in what rotation the
increased or reduced number is to go out of office.

      98. Any casual vacancy occuring in the board of directors may be filled by
the directors but the persons so chosen shall be subject to retirement at the
same time as if he had become a director on the day on which the director in
whose place he is appointed was last elected as director.

      99. The directors shall have power at any time, and from time to time, to
appoint a person as an additional director who shall retire from office at the
next following ordinary general meeting, but shall be eligible for election by
the Company at that meeting as an additional director.

      100. The Company may by an ordinary resolution remove a director before
the expiration of his period of office, and may by an ordinary resolution
appoint a person in his stead. The person so appointed shall be subject to
retirement at the same time as if he had become a director on the day on which
the director in whose place his is appointed was last elected a director.

                                    THE SEAL



      101. The directors shall provide for the safe custody of the seal, which
shall only be used by the authority of the directors or of a committee of the
directors authorised by the directors in that behalf, and every instrument to
which the seal shall be affixed shall be signed by a director and shall be
countersigned by the secretary or by a second director or by some other person
appointed by the directors for the purpose. The seal may also be referred to as
the common seal of the Company.

      102. The Company may exercise the powers conferred by Section 81 of the
Law with regard to having an official seal for use abroad, and such powers shall
be vested in the directors. Without prejudice to or limiting the generality of
the foregoing the Company may have for use in such territories, countries,
districts or places not situate in the Cayman Islands as the directors shall
appoint an official seal which shall be a facsimile of the seal of the Company
with the addition on its face of the name of every territory, country, district
or place where it is to be used and such facsimile shall not be affixed to any
instrument except by this authority of a resolution of the board of directors,
and in the presence of such person or persons as the directors shall for this
purpose appoint and such person or persons as aforesaid shall sign every
instrument to which the facsimile seal of the Company is so affixed in their
presence and such affixing of the facsimile seal and signing as aforesaid shall
have the same meaning and effect as if the seal had been affixed in the presence
of and the instrument signed by two directors or a director and the secretary or
such other person as the directors may appoint for the purpose.

                             DIVIDENDS AND RESERVES

      103. Subject to law the Company in general meeting may declare dividends,
but no dividend shall exceed the amount recommended by the directors. The
directors may from time to time pay to the members such interim dividends as
appear to the directors to be justified by the profits of the Company. No
dividend shall be paid otherwise than out of profits.

      104. Subject to the rights of persons, if any, entitled to shares with
special rights as to dividend, all dividends shall be declared and paid
according to the amounts paid or credited as paid on the shares in respect
whereof the dividend is paid, but no amount paid or credited as paid on a share
in advance of calls shall be treated for the purposes of this Article as paid on
the share. All dividends shall be apportioned and paid proportionately to the
amounts paid or credited as paid on the shares during any portion or portions of
the period in respect of which the dividend is paid; but if any share is issued
on terms providing that it shall rank for dividend as from a particular date
such share shall rank for dividend accordingly.

      105. The directors, may before recommending any dividend set aside out of
the profits of the Company such items as they think proper as a reserve or
reserves which shall, at the discretion of the directors, be applicable for
meeting contingencies or for equalizing dividends, or for any other purpose to
which the profits of the Company may be properly applied, and pending such
application may, at the like discretion, either be employed in the business of
the Company or be invested in such investments (other than shares of the
Company) as the directors may from time to time think fit. The directors may
also without placing the same to reserve carry forward any profits which they
may think prudent not to divide.



      106. If several persons are registered as joint holders of any share, any
of them may give effectual receipts for any dividend bonuses or other moneys
payable on or in respect of the share.

      107. With the sanction of a general meeting any dividend may be paid
wholly or in part by the distribution of specific assets and in particular of
paid-up shares or debentures of any other Company or in any one or more of such
ways. Where any difficulty arises in regard to such distribution, the directors
may settle the same as they think expedient, and in particular may issue
fractional certificates and fix the value for distribution of such specific
assets or any part thereof and may determine that cash payments shall be made to
any members upon the footing of the value so fixed, in order to adjust the
rights of all members, and may vest any such specific assets in trustees upon
trust for the members entitled to the dividend as may seem expedient to the
directors.

      108. Any dividend interest or other moneys payable in cash in respect of
shares may be paid by cheque or warrant sent through the post directed to the
registered address of the member or person entitled thereto or in the case of
joint holders to any one of such joint holders at his registered address or to
such person and such address as the member or person entitled or such joint
holder as the case may be, may direct. Every such cheque or warrant shall be
made payable to the order of the person to whom it is sent or to the order of
such other person as the member or person entitled or such joint holders as the
case may be may direct.

      109. No dividend shall bear interest against the Company. All dividends
unclaimed for one year after having been declared may be invested or otherwise
made use of by the directors for the benefit of the Company until claimed, and
the Company shall not be constituted a trustee in respect thereof. All dividends
unclaimed for a period of twelve years after having been declared shall be
forfeited and shall revert to the Company.

                            CAPITALIZATION OF PROFITS

      110. The Company in general meeting may upon the recommendation of the
directors resolve that it is desirable to capitalise any part of the amount for
the time being standing to the credit of any of the Company's reserve accounts
or to the credit of the profit and loss account or otherwise available for
distribution and not required for the payment or provision of the fixed dividend
on any shares entitled to fixed preferential dividends and accordingly that such
sums be set free for distribution amongst the members who would have been
entitled thereto if distributed by way of dividend and in the same proportions
on condition that the same be not paid in cash but be applied either in or
towards paying up any amounts for the time being unpaid on any shares held by
such members respectively or paying up in full unissued shares or debentures of
the Company to be allotted and distributed credited as fully paid up to and
amongst such members in the proportion aforesaid, or partly in the one way and
partly in the other, and the directors shall give effect to such resolution.
Provided that a share premium account and a capital redemption reserve fund may,
for the purposes of this Article, only be applied in the paying up of unissued
shares to be issued to members of the Company as fully paid bonus shares.

      111. Whenever such a resolution as aforesaid has been passed the directors
shall make all appropriations and applications of the undivided profits resolved
to be capitalised thereby, and all allotments and issues of fully-paid shares or
debentures, if any, and generally shall do all acts and



things required to give effect thereto, with full power to the directors to make
such provision by the issue of fractional certificates or by payment in cash or
otherwise as they think fit for the case of shares or debentures becoming
distributable in fractions, and also to authorise any person to enter on behalf
of all members entitled thereto in an agreement with the Company providing for
the allotment to them respectively, credited as fully paid up, of any further
shares or debentures to which they may be entitled upon such capitalisation, or
as the case may require, for the payment up by the Company on their behalf, by
the application thereto of their respective proportions of the profits resolved
to be capitalised of the amounts or any part of the amounts remaining unpaid on
their existing shares, and any agreement made under such authority shall be
effective and binding on all such members.

                               ACCOUNTS AND AUDIT

      112.  The directors shall cause proper books of account to be kept with
respect to:-

            (a) all sums of money received and expended by the Company, and the
matters in respect of which the receipt and expenditure takes place;

            (b) all sales and purchases of goods by the Company;

            (c) the assets and liabilities of the Company.

      Proper books of account shall not be deemed to be kept with respect to the
matters aforesaid if there are not kept such books of account as are necessary
to give a true and fair view of the state of the Company's affairs and to
explain its transactions.

      113.  The books of account shall be kept at the registered office of the
Company, or at such other place or places as the directors think fit, and shall
always be open to the inspection of the directors.

      114.  The directors shall from time to time determine whether and to what
extent and at what times and places and under what conditions or regulations the
accounts and books of the Company or any of them shall be open to the inspection
of members not being directors, and no member (not being a director) shall have
any right of inspecting any account or book or document of the Company except as
conferred by law or authorised by the directors or by the Company in general
meeting.

      115.  The Company in general meeting may determine or failing such
determination the directors may determine:

            (a) that there be prepared and/or laid before the Company a profit
and loss account, a balance sheet, group of accounts and/or reports for such
period and on such terms as the Company or directors may determine;

            (b) that there be laid before the Company in general meeting a copy
of every balance sheet together with a copy of the auditor's report, which not
less than seven days before the date of the meeting, be sent to all persons
entitled to receive notices of general meetings of the Company.



            (c) that the accounts relating to the Company's affairs may be
audited in such manner as may be determined from time to time. 116. The Company
in general meeting may revoke, alter or amend any such determination under the
preceding Article and the directors may revoke, alter or amend any determination
made by the directors under the preceding Articles.

                                     NOTICES

      117.  A notice may be given by the Company to any member either personally
or by sending it by post to him at his registered address, or if he has no
registered address in the Islands, to the address, if any, supplied to the
Company by him for the giving of notices to him. Where a notice is sent by post,
service of the notice shall be deemed to be effected by properly addressing,
prepaying and posting a letter containing the notice, and to have been effected
in the case of a notice of a meeting at the expiration of twenty-four hours
after the letter containing the same is posted, and in any other case at the
time at which the letter would be delivered in the ordinary course of post. A
notice may also be sent by cable or telex, and service of the notice shall be
deemed to be effected by properly addressing, prepaying and sending the notice
through a transmitting or communications organisation and to have been effected
at the expiration of twenty-four hours after the same is sent as aforesaid.

      118.  Subject to Article 121 which shall prevail, if a member has no
registered address and has not supplied to the Company an address for the giving
of notices to him a notice addressed to him or to shareholders in general and
advertised in a newspaper circulating in the Cayman Islands or the official
gazette shall be deemed to be duly given to him at noon on the day following the
day on which the newspaper or official gazette is circulated and the
advertisement appeared therein.

      119.  A notice may be given by the Company to the joint holders of a share
by giving the notice to the joint holder named first in the register of members
in respect of the share.

      120.  A notice may be given by the Company to the persons entitled to a
share in consequence of the death or bankruptcy of a member by sending it
through the post in a prepaid letter addressed to them by name, or by the title
of representatives of the deceased, or trustee of the bankrupt, or by any like
description at the address, if any, supplied for the purpose by the persons
claiming to be so entitled, or (until such an address has been so supplied) by
giving notice in any manner in which the same might have been given if the death
or bankruptcy had not occurred.

      121.  notice of every general meeting shall be given in any manner
hereinbefore authorised to:

            (a) every member except those members who (having no registered
address in the Islands) have not supplied to the Company an address for the
giving of notices to them; and

            (b) every person entitled to a share in consequence of the death or
bankruptcy of a member, who, but for his death or bankruptcy, would be entitled
to receive notice of the meeting.

      No other person shall be entitled to receive notices of general meetings.



                                    INDEMNITY

      122. Every director, managing director, president, vice-president,
manager, secretary, assistant secretary, treasurer or other officer of the
Company and their heirs and personal representatives shall be entitled to be
indemnified, out of the assets of the Company against all actions, proceedings,
costs, damages, expenses, claims, losses or liabilities which he may sustain or
incur in or about the execution of the duties of his office or otherwise in
relation thereto, including any liability incurred by him in defending any
proceedings, whether civil or criminal, in which judgement is given in his
favour or in which he is acquitted, and no director or person as aforementioned
shall be liable for any loss, damage or misfortune which may happen to or be
incurred by the Company in the execution of the duties of his office or in
relation thereto.

                                  BEARER SHARES

      123. Notwithstanding Article 8 and provided that the Company has been
registered as an Exempted Company, the following Articles are included herein:

      124. Subject to any statutory restrictions for the time being in force the
Company may issue bearer or negotiable shares (hereinafter called bearer shares)
or may exchange non-negotiable shares for bearer shares or may exchange bearer
shares for non-negotiable shares provided all such shares are fully paid up and
non-assessable and marked as not available to be held by Scheduled Territory
residents, upon request in writing. The request shall be in such form, and
authenticated by such voluntary declaration or other evidence as to the identity
of the person making the same as the directors shall from time to time require.

      125. Before the issue or exchange of non-negotiable shares for bearer
shares or vice versa, the certificate (if any) for the shares intended to be
included in it shall be delivered to the directors.

      126. Bearer shares shall be under the common seal of the Company and shall
state that the bearer is entitled to the shares therein specified, and may
provide by coupons or otherwise for the payment of dividends or other moneys on
the shares included therein.

      127. Subject to the provisions of the Law and of these Regulations the
bearer of a bearer share certificate shall be deemed to be a member of the
Company and shall be entitled to the same rights and privileges as he would have
had if his name had been included in the Register of Members as the holder of
the shares. Provided that Articles 25 and 26 shall not apply to bearer shares.

      128. No person shall as bearer of a bearer share certificate be entitled
to attend, or vote, or exercise in respect thereof any of the rights of a
member, at any general meeting of the Company, or sign any requisition for, or
give notice of intention to submit a resolution to, a meeting, unless three days
at least before the day appointed for the meeting in the first case, and unless
before the requisition or notice is left at the Registered Office of the
Company, in the second case, he shall have deposited the bearer share
certificate or satisfied the directors as to the ownership of the bearer share
by voluntary declaration or other evidence in respect of which he claims to act,
attend or vote as aforesaid at the Registered Office of the Company, or such
other place as the directors appoint,



together with a statement in writing of his name and address and unless the
bearer share certificate shall remain so deposited until after the meeting or
any adjournment thereof shall have been held.

      129. Not more than one name shall be received as that of the holder of a
bearer share certificate.

      130. There shall be delivered to the person so depositing a bearer share
certificate a certificate stating his name and address and describing the shares
represented by the bearer share certificate so deposited by him, and such
certificate shall entitle him or his proxy duly appointed to attend and vote at
any general meeting in the same way as if he were the registered holder of the
shares specified in the certificate. Upon delivery up of the said certificate to
the Company, the bearer share certificate in respect whereof it shall have been
given shall be returned.

      131. No person as bearer of any bearer share certificate shall, save as
aforesaid, be entitled to exercise any of the rights of a member without
producing such certificate and stating his name and address.

      132. If any bearer share certificate or coupon be worn out or defaced, the
directors may, upon the surrender thereof for cancellation issue a new one in
its stead, and if any bearer share certificate or coupon be lost or destroyed,
the directors may, upon the loss or destruction being established to their
satisfaction, and upon such indemnity being given to the Company as they shall
think adequate, issue a new one in its stead, and in either case on payment of
such sum not exceeding one dollar as the directors may from time to time
require. In case of loss or destruction the bearer to whom such new share
certificate or coupon is issued shall also bear and pay to the Company all
expenses incidental to the investigation by the Company of the evidence of such
loss or destruction and to such indemnity.

      133. The shares included in bearer share certificate shall be transferred
by the delivery of the certificate without any written transfer and without
registration, and to shares so included the provisions hereinbefore contained
with reference to the transfer of and to the lien of the Company on shares shall
not apply.

      134. Upon surrender of his bearer share certificate to the Company for
exchange or cancellation, and upon payment of such sum, not exceeding one dollar
as the directors may from time to time require, the bearer of the bearer share
certificate shall be entitled to have his name entered as a member in the
Register of Members in respect of the shares included in the certificate but the
Company shall not be responsible for any loss incurred by any person by reason
of the Company entering the Register upon the surrender of a certificate the
name of any person not the true and lawful owner of the certificate surrendered.



Name, address and description of Subscriber

      Commerce Management Services Limited,
      Holding Company,
      P.O. Box 694, Grand Cayman.

      /s/
      ______________________________________

      /s/
      ______________________________________
Dated this 26th day of May 1989

      Witness to the above signatures:

      /s/
      ______________________________________
      Name

      P.O. Box 456, George Town.
      --------------------------------------
      Address

CERTIFIED TO BE A TRUE AND CORRECT COPY

SIG /s/
      ______________________________________
             DELANO O. SOLOMON
       Deputy Registrar of Companies

DATE May 26, 1989



                            AMKOR TECHNOLOGY LIMITED

      We, M&C Corporate Services Limited hereby give notice that the following
Special Resolution was passed by written resolution of the sole shareholder on
12th April, 2002:

      "IT IS RESOLVED AS A SPECIAL RESOLUTION that Article 45 be deleted from
the Articles of Association of the Company"

/s/
______________________________________
for and on behalf of
M&C Corporate Services Limited

Dated this 12th day of April, 2002



                                 C.I.L. LIMITED

      WRITTEN RESOLUTIONS OF THE DIRECTORS PASSED PURSUANT TO ARTICLE 89 OF THE
ARTICLES OF ASSOCIATION OF THE COMPANY ON THE 5th DAY OF JUNE, 1998

      WHEREBY IT WAS RESOLVED:

            "THAT the registered office of the Company be transferred to the
      offices of Maples and Calder, Ugland House, P.O. Box 309, South Church
      Street, George Town, Grand Cayman, Cayman Islands."

/s/                                           /s/
____________________________                  ___________________________
Danny Franklin                                Frank Marcucci

                                                                  EXHIBIT 3.1.15

                                   COVER SHEET

                    AMKOR TECHNOLOGY PHILIPPINES (P1/P2) INC.
                    -----------------------------------------
                              (COMPANY'S FULL NAME)

                     NSC COMPOUND, KM-22, EAST SERVICE ROAD
                       SOUTH SUPERHIGHWAY, MUNTINLUPA CITY
                       -----------------------------------
               (COMPANY'S ADDRESS: NO. STREET CITY/TOWN/PROVINCE)

                                 8507336/8507000
                                 ---------------
                          (COMPANY'S TELEPHONE NUMBER)

                                                                 FIRST WEDNESDAY
     DECEMBER 31                                                    OF MARCH
- --------------------                                            ----------------
(FISCAL YEAR ENDING)                                            (ANNUAL MEETING)
    (MONTH & DAY)

                            CHANGE OF CORPORATE NAME
                            ------------------------
                                   (FORM TYPE)

                      -------------------------------------
                      (AMENDMENT DESIGNATION IF APPLICABLE)

                  --------------------------------------------
                        (SECONDARY LICENSE TYPE, IF ANY)

                                                               -----------------
                                                                      LCU

- --------------------------------                               -----------------
Cashier                                                               DTU

                                                                     69355
                                                               -----------------
                                                                S.E.C. Reg. No.

- --------------------------------                               -----------------
Central Receiving Unit                                            File Number

                                                               -----------------
                                                                 Document I.D.



                        AMENDED ARTICLES OF INCORPORATION

                                       OF

                       AMKOR TECHNOLOGY PHILIPPINES, INC.
              [FORMERLY AMKOR TECHNOLOGY PHILIPPINES (P1/P2) INC.]

      KNOW ALL MEN BY THESE PRESENTS:

      That we, all of legal age, and residents of the Philippines, have this day
voluntarily associated ourselves together for the purpose of forming a
corporation under the laws of the Republic of the Philippines.

      AND WE DO HEREBY CERTIFY:

      FIRST - that the name of said corporation shall be:

                       AMKOR TECHNOLOGY PHILIPPINES. INC.
                       ----------------------------------
            (AS AMENDED BY THE MAJORITY OF THE BOARD OF DIRECTORS AND
           STOCKHOLDERS REPRESENTING MORE THAN 2/3 OF THE OUTSTANDING
                CAPITAL STOCK OF THE COMPANY ON JANUARY 29, 2002

      SECOND - That the purposes for which this corporation is formed are:

PRIMARY PURPOSE

      To engage in, conduct, and operate the business of manufacturing,
assembling, processing, exporting, buying and selling semiconductor products and
components, and in connection therewith, to the extent permitted by law, to
acquire, construct, lease, own and maintain, factories, machinery, equipment,
appliances, airplanes, ships, lighters, docks, piers, warehouses, storage and
shipping facilities, lands, buildings, structures and works of all kinds, and
for other purposes incidental to any of its business.



SECONDARY PURPOSES

      1. To engage in the manufacture and production of all kinds of goods,
wares, products and merchandise in general; and in general, to carry on and
undertake any business transactions or operation commonly or normally carried on
by a manufacturer.

      2. To carry on the business of importers and exporters as principals,
factors, representatives, agents or commission merchants, in respect of buying,
setting and dealing in any and all kinds of goods, wares, products of all
classes and description.

      3. To own, apply for, obtain, register, buy, sell, hold, use, lease or
otherwise acquire and to the extent authorized by law, to hold, use, own,
operate, develop and introduce, sell, assign and deal in patents, patent rights,
trade marks, trade names, brands, distinctive marks, inventions, designs,
improvements and processes and all privileges, rights, titles and interests
pertaining thereto.

      4. To purchase, hold, convey, sell, lease, let, mortgage, encumber, and
otherwise deal with any and all kinds of real and personal property, including
but not limited to, lands, buildings, machinery, tools, trade marks, trade
names, patents, licenses, concessions, copyrights, stocks, bonds, notes,
securities or other obligations of any association or corporation, domestic or
foreign, and any other interest in real or personal property as may be necessary
or convenient for the business of the corporation.

      5. To the extent permitted by law, to hold, purchase or otherwise acquire,
or be interested in all or any and to sell, barter, exchange, assign, pledge, or
otherwise dispose of, shares of the capital stock, bonds, notes, securities or
other evidence of indebtedness issued or created by any corporation, whether
foreign or domestic, and whether now or hereafter organized, and while

                                      -2-


the holder of any such shares of stock to exercise all rights and privileges or
ownership including the rights to vote thereon, to the same extent as a
juridical person might or could do.

      6. To issue shares of the capital stock and/or obligations of the
corporation and/or options for the purchase of either thereof in payment for
property acquired by the corporation or for the services rendered to the
corporation or for any other objects in and about its business, and to purchase,
hold, sell, transfer, accept as security for loans and deal generally in shares
of its capital stock and its obligations in every lawful manner.

      7. To the extent permitted by law, to purchase or otherwise acquire the
whole or any part of the property, assets, business, goodwill and rights of any
person, firm, association or corporation engaged in any business or enterprises
which may lawfully be undertaken by the corporation, and to pay for the same in
cash and/or other properties owned by this corporation and/or shares of the
capital stock and/or obligations of the corporation or otherwise, and/or by
undertaking and assuming the whole or any part of the indebtedness and
obligations of the transferor, and to hold or in manner dispose of the whole or
any part of the property and assets so acquired, and to conduct in any lawful
manner the whole or any part of the business so acquired and to exercise all the
powers necessary or convenient in and about the conduct, management and carrying
on of such business.

      8. To borrow money and to incur indebtedness, without limit as to the
amount, and to issue bonds, debentures stocks, warrants, notes or other
obligations therefore, and to secure the same by any lien, charge, grant,
pledge, deed of trust or mortgage of the whole or any part of the real and/or
personal property of the corporation then owned and/or thereafter to be
acquired, and/or to issue bonds, debentures, debenture stock, warrants, notes,
or other obligations without any such security.

                                      -3-


      9. To draw, make, accept, endorse, guarantee, execute and issue promissory
notes, bills of exchange, drafts, warrants of all kinds, obligations and
certificates and negotiable or transferable instruments, with or without
security, and to guarantee the debts or obligations of others, and provide
security on bonds of others; provided, however, that nothing herein shall be
deemed to authorize the corporation to engage in the banking surety or bonding
business.

      10. To grant, bargain, sell, convey, transfer, assign, set over and/or
deliver to any other corporation, whether formed for that purpose or otherwise,
whether organized under the laws of the Republic of the Philippines, or
otherwise, and whether or not owning other property; all or substantially all of
the assets of this Corporation; for cash and/or other property and/or shares of
the capital stock and/ or securities of such other corporation and/or assumption
of all or any part of the indebtedness and obligations of this corporation and
in connection with any such transaction to enter into agreements with such other
corporation or others.

      11. To carry out any other lawful business whatsoever which may seem to
the corporation capable of being carried on in connection with the foregoing
purposes and powers, or calculated directly or indirectly to promote the
interests of the corporation or to enhance the value of its properties, and to
have, enjoy and exercise all the rights, powers and privileges which are now or
which may hereafter be conferred upon corporations organized under the laws of
the Republic of the Philippines.

      12. The foregoing clauses shall be considered as purposes and powers and
the matters expressed in each clause or any part of any clause shall be in no
wise limited by reference to or inference from any other clause or any part of
the same clause but shall be regarded as independent purposes and powers, and
the enumeration of specific purposes and powers shall not be construed to

                                      -4-


limit or restrict in any manner the meaning of the general purposes and powers
of the corporation nor shall the expression of one thing be deemed to exclude
another, although it be of like nature, not expressed. Likewise, the purposes
and powers specified in each of the foregoing clauses shall not be regarded in
any manner as a limitation of the powers granted or allowed to and exercisable
by this corporation under the Corporation Law of the Philippines.

      THIRD - The principal offices of the corporation shall be located in
      Muntinlupa, Metro Manila, Philippines, and branch offices at such other
      places as the Board of Directors may, from time to time determine or fix.

      FOURTH - The term for which this corporation is to exist is fifty (50)
      years from and after the date of incorporation.

      FIFTH - The names, nationalities and addresses of the incorporators of
      said corporation are as follows:



        NAME           NATIONALITY                                 ADDRESS
- --------------------   -----------   -----------------------------------------------------------------
                               
J. Pacis Flores          Filipino    43 East Drive, Marikina Heights, Marikina, Rizal
Augusto S. San Pedro       -do-      88 Whitefields, White Plains, Quezon City
Saklolo A. Leano           -do-      2736 M. Natividad St. Sta. Cruz, Manila
Hector A. Martinez         -do-      8055-B Estrella Avenue, San Antonio Village, Makati, Metro Manila
Cesar P. Manalaysay        -do-      58 Speaker Eugenio Perez, Quezon City


      SIXTH - The number of directors of this corporation shall be five (5) and
      the names of the directors who are to serve until their successors and
      qualified as provided by the By-Laws of said corporation are as follows:



        NAME           NATIONALITY                                      ADDRESS
- --------------------   -----------   -----------------------------------------------------------------
                               
J. Pacis Flores          Filipino    43 East Drive, Marikina Heights, Marikina, Rizal
Augusto S. San Pedro       -do-      88 Whitefields, White Plains, Quezon City
Saklolo A. Leano           -do-      2736 M. Natividad St. Sta. Cruz, Manila
Hector A. Martinez         -do-      8055-B Estrella Avenue, San Antonio Village, Makati, Metro Manila
Cesar P. Manalaysay        -do-      58 Speaker Eugenio Perez, Quezon City


      SEVENTH - The capital stock of this Corporation is ONE HUNDRED FIFTY
      THREE-MILLION FIVE HUNDRED THOUSAND PESOS (P153,500,000.00) Philippine
      Currency, and said capital stock is divided into EIGHTY EIGHT MILLION
      (88,000,000) shares of the common stock with the par value of ONE PESO
      (P1.00) per share and SIXTY FIVE

                                      -5-


      MILLION FIVE HUNDRED THOUSAND (65,500,000) shares of preferred stock with
      the par value of ONE PESO (P1.00) per share.

      The preferred stocks may be issued from time to time in one or more series
as the Board of Directors may determine, and authority is hereby expressly
granted to the Board of Directors to establish and designate each particular
series of Preferred Stocks, and to fix the number of shares to be included in
each of such series, and to determine the cash dividend rate or amount and the
price, period and manner of redemption of shares for each of such series. To the
extent not set forth in this Article Seventh, the specific terms and
restrictions of each series of Preferred Stocks shall be specified in such
resolution(s) as may be adopted by the Board of Directors prior to the issue of
each of such series ("the Enabling Resolutions") which resolution(s) shall be
filed with the Securities and Exchange Commission and thereupon be deemed a part
of these Articles of Incorporation.

      The holders of Preferred Stocks of each and any series shall be entitled
to receive, as and when declared by the Board of Directors, cash dividends at
such rate or amount and payment period as may be fixed in the Enabling
Resolutions for such series. Such dividends shall be cumulative from and after
the due date thereof, whether or not in any period the amount thereof is covered
by available retained earnings. No dividends shall be declared or paid on the
common shares unless full cumulative dividends and all series of Preferred
Stocks for current dividend period shall have been declared and/or paid by the
Corporation. The holders of Preferred Stocks of any series shall not be entitled
to any participation or share in the retained earnings remaining after dividend
payments shall have been made on the Preferred Stocks.

      The holders of Preferred Stocks shall not be entitled to vote except in
those cases expressly provided by law and as otherwise allowed under the
Enabling Resolutions.

                                      -6-


      The holders of Preferred Stock shall have no pre-emptive right to
subscribe for or purchase any shares of any class.

      Preferred Stocks shall not be convertible to any other class of shares,
but shall be convertible to debt as shall be set forth in the Enabling
Resolutions.

      In the event of liquidation, dissolution, bankruptcy or winding up of the
affairs of the Corporation, except in cases of merger or consolidation, the
holders of Preferred Stocks shall be entitled to be paid in full or ratably
insofar as assets of the Corporation will permit, Twenty-Six Pesos (P26.00) for
each share held plus all unpaid accumulative dividends up to the then current
dividend period, before any assets of the Corporation shall be paid or
distributed to the holders of the common shares.

      If at anytime during the period of the existence of this corporation a
stockholder desires to sell any of his shares of stock, he must first offer them
for sale to the remaining stockholders, it being the intention hereof to give
them preference in the purchase of the same. For that purpose, a stockholder
desiring to sell his stock shall file a notice in writing of his intention to
the Secretary of the Corporation stating prices and terms of sale. If at the
expiration of thirty (30) days from service of notice no stockholder has
purchased the shares while he is offering to sell, the said stockholder shall
then have the right to sell his share to whoever will purchase the same for the
same sum and the same price for which they were offered to his fellow
stockholders. If the price offered by a third party proves to be less than the
price originally stated by the stockholder, the stockholder must file with the
Secretary of the Corporation another statement under oath announcing the price
offered to him by the third party, and during the next thirty (30) days after
service of said notice the remaining stockholders shall have the option to
purchase the shares for the same price and terms. Any sale or

                                      -7-


transfer in violation of this provision shall be null and void. This condition
shall appear or be referred to in the stock certificates.

      The right of First refusal above shall not apply to sales or transfers of
nominal qualifying shares registered in the names of nominees of existing
stockholders to qualify them as directors of the corporation and to sales or
transfers to its subsidiaries and affiliates. The term "subsidiary" shall mean a
corporation in which an existing stockholder owns, directly or indirectly, more
than fifty percent (50%) of the voting stock. An "affiliate" shall mean a
corporation of which fifty percent (50%) or more of the voting stock is owned,
directly or indirectly, by a corporation which owns, directly or indirectly,
fifty percent (50%) or more of the voting stock of a corporation which is a
stockholder of the Corporation.

      EIGHT - The capital stock actually subscribed is TWENTY THOUSAND PESOS
      (P20,000.00) Philippine Currency, and the following persons have
      subscribed for the number of shares and the amount of capital stock set
      out after their respective name:



                                                        AMOUNT OF CAPITAL
        NAME           NATIONALITY   NUMBER OF SHARES   STOCK SUBSCRIBED
- --------------------   -----------   ----------------   -----------------
                                               

J. Pacis Flores          Filipino          4,000           P 4,000.00
Augusto S. San Pedro       -do-            4,000             4,000.00
Saklolo A. Leano           -do-            4,000             4,000.00
Hector A. Martinez         -do-            4,000             4,000.00
                                          ------           ----------
                           TOTAL          20,000           P20,000.00
                                          ======           ==========


      NINTH - The following persons have paid on the shares of the capital stock
      for which they have subscribed the amounts set out after their respective
      names:



        NAME             AMOUNT PAID ON SUBSCRIPTION
- --------------------     ---------------------------
                      
J. Pacis Flores                   P1,000.00
Augusto S. San Pedro               1,000.00
Saklolo A. Leano                   1,000.00
Hector A Martinez                  1,000.00
Cesar P. Manalaysay                1,000.00
                                  ---------
                                  P5,000.00
                                  =========


                                      -8-


      TENTH - That HECTOR A. MARTINEZ has been elected by the subscribers as
      Treasurer of the corporation to act as such until his successor is duly
      elected and qualified in accordance with the By-Laws, and as such
      Treasurer he has been authorized to receive for the corporation and
      receipt in its name for all subscription paid in by subscribers

      IN WITNESS WHEREOF, we have hereunto set our hands at Makati, Rizal,
Philippines, on this 16th day of August, 1976.

                                     /s/ J. PACIS FLORES
                                     -------------------------------------------

                                     /s/ J. PACIS FLORES
                                     -------------------------------------------
                                     J. PACIS FLORES

                                     /s/ AUGUSTO S. SAN PEDRO
                                     -------------------------------------------
                                     AUGUSTO S. SAN PEDRO

                                     /s/ SAKLOLO A. LEANO
                                     -------------------------------------------
                                     SAKLOLO A. LEANO

                                     /s/ HECTOR A. MARTINEZ
                                     -------------------------------------------
                                     HECTOR A. MARTINEZ

                                     /s/ CESAR P. MANALAYSAY
                                     -------------------------------------------
                                     CESAR P. MANALAYSAY

IN THE PRESENCE OF

/s/
______________________________

WITNESS

/s/
______________________________

WITNESS

REPUBLIC OF THE PHILIPPINES)
PROVINCE OF RIZAL) S.S.
MAKATI, METRO MANILA)

                                      -9-


      BEFORE ME, the undersigned Notary Public in and for the Province of Rizal,
Philippines, on this 16th day of August, 1976, appeared the following persons
exhibiting to me their respective Residence Certificates, to wit:



        NAME           RES CERT. NO.    PLACE/DATE OF ISSUE
- --------------------   -------------   --------------------
                                 
J. Pacis Flores          A-1641518     Makati, Rizal/1.2.76
Augusto S. San Pedro     A-1641529     Makati, Rizal/1.2.76
Saklolo A Leano          A-1641507     Makati, Rizal/1.2.76
Hector A, Martinez       A-1641534     Makati, Rizal/1.2.76
Cesar P. Manalaysay      A-3915148     Makati, Rizal/1.2.76


all of whom are known to me and to me known to be the same persons who executed
the foregoing instrument and they acknowledged to me that they executed the same
freely and voluntarily.

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial
seal at the place and on the date first hereinabove written.

                                     /s/ ARTURO D. BRION
                                     -------------------------------------------
                                     ARTURO D. BRION
                                     Notary Public
                                     Until December 31, 1976
                                     PTR No. 4710399, January 16, 1976
                                     Makati, Metro Manila

Doc No. 308
Page No. 63
Book No. II
Series of 1976

                                      -10-


                        AMKOR TECHNOLOGY PHILIPPINES, INC
              [FORMERLY AMKOR TECHNOLOGY PHILIPPINES (P1/P2) INC.]

                           CERTIFICATE OF AMENDMENT OF
                          THE ARTICLES OF INCORPORATION

      WE, the undersigned, being the Chairman, Corporate Secretary and majority
of the Directors of AMKOR TECHNOLOGY PHILIPPINES (P1/P2) INC, hereby certify:

      That a Special Meeting of the Board of Directors of Amkor Technology
Philippines (P1/P2) Inc, duly called and held on January 29, 2002, at which
meeting a quorum was present and acted throughout, resolution was unanimously
passed recommending the change in the corporate name of the Company from AMKOR
TECHNOLOGY PHILIPPINES (P1/P2) INC. to AMKOR TECHNOLOGY PHILIPPINES INC., and to
amend Article FIRST of the Amended Articles of Incorporation, as follows:

            The Chairman announced that in view of the ultimate merger of Amkor
      Technology Philippines (P3/P4) Inc., Anam/Amkor Precision Machine Company
      (Philippines), Inc. and Amkor Technology Philippines (P1/P2) Inc. with the
      latter as the surviving corporation, it is advisable to change the name of
      the Company from AMKOR TECHNOLOGY PHILIPPINES (P1/P2) INC. to AMKOR
      TECHNOLOGY PHILIPPINES, INC.

            On motion duly made and seconded, it was unanimously

            RESOLVED, that the name of the Company be changed from AMKOR
      TECHNOLOGY PHILIPPINES (P1/P2) INC. to AMKOR TECHNOLOGY PHILIPPINES, INC.
      and correspondingly, Article FIRST of the Amended Articles of
      Incorporation of the Company be further amended to read as follows:

            FIRST - .That the name of said corporation shall be:

                       AMKOR TECHNOLOGY PHILIPPINES, INC.



      and be it

            FURTHER RESOLVED, that a special meeting of the stockholders of the
      Company be and the same hereby is called immediately after the
      stockholders' meeting to take action on the amendment of the name of the
      Company to be held at the principal office of the Company; and be it

            FINALLY RESOLVED, that upon receipt of all corporate approvals on
      the amendment of the name of the Company, its proper officers be, and they
      hereby are, authorized and directed, to file with the Securities and
      Exchange Commission certificates necessary for the Amendment of the
      Articles of Incorporation.

      That at the special meeting of the stockholders duly called and held on
January 29, 2002 immediately after the Board of Directors' Meeting at the
principal office of the Company, at which meeting more than two-thirds (2/3) of
the outstanding capital stock of the Company were present, in person or by
proxy, the aforesaid action taken by the Board of Directors on January 29, 2002
was, by proper resolution, unanimously adopted, approved and confirmed and
Article FIRST of the Articles of incorporation of the Company was amended, as
follows

            RESOLVED, that the change of corporate name from AMKOR TECHNOLOGY
      PHILIPPINES (P1/P2) INC. to AMKOR TECHNOLOGY PHILIPPINES, INC. be and the
      same hereby is approved and that the amendment of Article FIRST of the
      Articles of Incorporation of the Company as follows:

            FIRST - That the name of the said corporation shall be:

                       AMKOR TECHNOLOGY PHILIPPINES, INC.

      be and the same hereby is approved, ratified and confirmed.

      That the attached Amended Articles of Incorporation is a true arid correct
copy.

                                      -2-


      IN WITNESS WHEREOF, we have hereunto set our hands this ___ day of
_________ 2002 at Makati City.


/s/ ANTHONY MICHAEL PETRUCCI         /s/ DANNY D. FRANKLIN
- --------------------------------     -------------------------------------------
ANTHONY MICHAEL PETRUCCI             DANNY D. FRANKLIN

/s/ LEONARDO P. LORETO               /s/ RENATO G. CALMA
- --------------------------------     -------------------------------------------
LEONARDO P. LORETO                   RENATO G. CALMA

Countersigned:

/s/ RENATO G. CALMA
- --------------------------------
RENATO G. CALMA
Corporate Secretary

      SUBSCRIBED AND SWORN to before me this 7th day of March 2002 at Makati
City. Affiants exhibited to me their Community Tax Certificate No./Passport No.
as follows:



                             CTC. NO./
          NAME             PASSPORT NO.     DATE/PLACE ISSUED
- ------------------------   ------------   --------------------
                                    
Anthony Michael Petrucci     016512258    4-19-2000/Washington
Danny D. Franklin            740153512    10-29-99/Manila
Leonardo P. Loreto            10447819    2-23-2002/Muntinlupa
Renato G. Calma               14528375    1-25-2002/Manila


                                     /s/ MARIA CECILIA A. FUENTES
                                     -------------------------------------------
                                     Notary Public
                                     MARIA CECILIA A. FUENTES
                                     NOTARY PUBLIC
                                     UNTIL DECEMBER 31, 2002
                                     PTR NO. 6724271
                                     ISSUED AT MAKATI CITY
                                     ISSUED ON JANUARY 04, 2002

Doc. No. 377
Page No. 76
Book No. II
Series of 2002

                                      -3-


                                                                   April 1, 2002

THE CHAIRMAN
SECURITIES & EXCHANGE COMMISSION
EDSA, MANDALUYONG CITY

Madam:

      I, the undersigned representative and on behalf of the stockholders of
AMKOR TECHNOLOGY PHILIPPINES, INC., hereby manifest our willingness to change
its corporate name in the event another person, firm or entity has acquired a
prior right to the use of said firm name or one deceptively or confusingly
similar to it.

                                     Very truly yours,

                                     /s/ RENATO G. CALMA
                                     -------------------------------------------
                                     RENATO G. CALMA
                                     Corporate Secretary


                                     AMENDED
                                     BY-LAWS
                                       OF
                           AMKOR/ANAM PILIPINAS, INC.
                 (FORMERLY: ADVANCED MICRO DEVICES (PHILIPPINES

                                    EXHIBIT I

                                      STOCK

      1. Certificates of Stock shall be issued to each holder of fully paid
stock in numerical order from the stock certificates book, and shall be signed
by the President and the Secretary and sealed by the Secretary with the
corporate seal. A record of path certificate issued shall be kept on the stub
thereof and upon the stock register of the company.

      2. Transfers of Stock shall be made by endorsement of the certificate and
delivery thereof, but shall not be effective and binding so far as the company
is concerned until duly registered upon the books of the company, and before a
new certificate is issued the old certificate must be entered for cancellation
and cancelled upon the face thereof. The stock books of the company shall be
closed for transfers during five days next preceding the date upon which
dividends are declared payable and during such additional time as the Board of
Directors may from time to time determine.

      3. The Unissued Stock of the company shall be offered for sale and sold in
such quantities and at such times as the Board of Directors of the company may
from time to time determine, and shall be sold upon such terms and for such
prices (not less than par) as may be fixed in the resolution directing such
sale.

      4. Treasury Stock of the company shall consist of such issued and
outstanding stock of the company as may be donated to the company or otherwise
acquired by it, and shall be held subject to disposal by the Board of Directors,
except such stock as may be purchased by the corporation at sales of stock for
unpaid subscription which may be disposed of by the stockholders by a majority
vote of the remaining shares. Such stock shall neither vote nor participate in
dividends while held by the company.

      5. Lost Certificates may be replaced whenever any person claiming a
certificate of stock to be lost or destroyed shall make an affidavit to that
fact and shall advertise the same in such manner as the Board of Directors may
require, and shall give the company a bond of indemnity in the form and with the
sureties satisfactory to the board in such sum as the Board shall deem
reasonably necessary, in accordance with Republic Act No. 201. The new
certificate shall be plainly marked as a duplicate certificate and shall
otherwise be of the same tenor as the one alleged to be lost or destroyed.



                                   EXHIBIT II

                              STOCKHOLDERS' MEETING

      1. Annual Meeting of the stockholders of this corporation shall be held at
the principal offices of the corporation in Muntinlupa, Metro Manila,
Philippines, on the first Wednesday of March each year for the election of
Directors and such other business as may properly come before said meeting. (As
amended on March 1, 1995 by the Board of Directors and Stockholders).

      2. Special Meeting of the stockholders are to be held at the principal
office of the corporation and may be called at any time by resolution of the
Board of Directors or by order of the President, and must be called upon the
written request of stockholders registered as the owner of one-third of the
total outstanding.

      3. Notice of Meeting. Notice of regular meetings of stockholders is hereby
waived. However, notice of meetings written or printed for every special meeting
of the stockholders shall be prepared and mailed to the registered post office
address of each stockholder not less than five (5) days prior to the date set
for such meeting and shall state the object or objects of the same. No failure
or irregularity of notice of any special meeting at which all the shareholders
are present and voting without protest shall invalidate such meeting or any
proceeding threat. (As amended on June 11, 1982).

      4. A Quorum at any meeting of the stockholders shall consist of a majority
of the subscribed capital stock of the company represented in person or by
proxy, and a majority of such quorum shall decide any question that may come
before the meeting, save and except in those several matters in which the laws
of the Philippines require the affirmative vote of a greater proportion.

      5. Proxies. Stockholders may vote at all meetings the number of shares
registered in their respective names, either in person or by proxy duly given in
writing and duly presented to the Secretary for inspection and record at or
prior to the opening of said meeting. No proxy bearing a signature which is not
legally acknowledged shall be recognized at any meeting unless such signature is
known and recognized by the Secretary of the meeting.

      6. Election of Directors shall be held at the annual meeting of
stockholders and shall be conducted in the manner provided by the Corporation
Law of the Philippines, and with such formalities and machinery as the officer
presiding at the meeting shall then and there determine and provide.

      7. Order of Business at the annual meeting and as far as possible at all
other meetings of the stockholders shall be as follows:

         1.    Calling the roll

         2.    Secretary's proof of due notice of the meeting

                                      -2-


         3.    Reading and disposal of any unapproved minutes

         4.    Reports of officers, annual and otherwise

         5.    Election of Directors

         6.    Unfinished business

         7.    New business

         8.    Adjournment

                                   EXHIBIT III

                                    DIRECTORS

      1. The Business and Property of the corporation shall be managed by a
Board of five (5) Directors who shall be stockholders and who shall be elected
annually by the stockholders and shall serve for the term of one (1) year and
until their successors shall be elected and qualified. Any vacancies may be
filled by the remaining members of the Board constituting a quorum, by a
majority vote thereof and the Director or Directors so chosen shall serve for
the unexpired term.

      2. The Organization Meetings of the Board of Directors shall be held
without notice in Makati, Province of Rizal, immediately after the annual
meeting of the stockholders at which meetings the officers of the Company for
the ensuing year shall be elected.

      3. Regular Meetings. The Board of Directors may, by resolution, provide
for regular meetings to be held, without notice, every month, every other month,
or every third month, or at such other times between annual meetings as may be
deemed advisable.

      4. Special Meetings of the Board of Directors shall be held in such place
as may be designated in the call, and may be called at any time by the President
or by any three members of the Board.

                         (As amended on June 11, 1982).

      5. Notices of Special Meetings shall be mailed or sent by cable by the
Secretary to each member of the Board not less than two (2) days before any such
meeting, and such notices shall state the objects and purposes thereof. No
publication of the notice of any meeting in the public newspapers shall be
required.

      6. Quorum. A quorum at any meeting of the Board of Directors shall consist
of a majority of the entire membership of the Board. A majority of such quorum
shall decide any question that may come before the meeting, save and except any
such matter in which the laws of the Philippines may require the affirmative
vote of a greater proportion of the members.

                                      -3-


      7. Officers of the Company, as provided by these by-laws, shall be elected
by the Board of Directors at their first meeting after the election of
Directors. If any office becomes vacant during the year, the Board of Directors
shall fill the same for the unexpired term. The Board of Directors shall fix the
compensation of the officers and agents of the company.

      8. The Order of Business at any regular or special meeting of the Board of
Directors shall be:

         1.    Calling the roll

         2.    Secretary's proof of due notice of the meeting

         3.    Reading and disposal of unapproved minutes

         4.    Reports of officers

         5.    Unfinished business

         6.    New business

         7.    Adjournment

                                   EXHIBIT IV

                                    OFFICERS

      1. The Officers of the Company shall consist of the Chairman of the Board,
a Vice-Chairman, a President, one or more Vice-Presidents, General Manager, a
Treasurer, an Assistant Treasurer, a Secretary, an Assistant Secretary. These
officers shall be elected annually to hold office until their successors are
elected and qualified. Any two offices may be held by the same person except the
combination of President or Vice-President with Secretary or Assistant
Secretary. The Board may choose or appoint such other officers and agents as it
shall deem necessary who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board. The Chairman of the Board shall preside at all meetings of
the Board of Directors and shall also perform such duties and functions as may
from time to time be delegated to him by the Board of Directors. The Vice
Chairman of the Board shall perform the duties and functions of the Chairman of
the Board in case of absence of the Chairman as well as such duties and
functions as may from time to time be delegated to him by the Board of
Directors.

      2. The President shall preside at all meetings of the stockholders; shall
have general supervision of the affairs of the company; shall sign all
certificates of stock and, as authorized by the Board of Directors, all
contracts and other instruments of the company; shall make reports to the
Directors and stockholders; shall see the resolutions of the Board of Directors
duly executed and

                                      -4-


carried out, and shall perform all such other duties as are incident to his
office or are properly required of him by the Board of Directors.

      3. The General Manager shall supervise and conduct the ordinary business
of the corporation and shall perform such duties as may from time to time be
assigned to him by the Board of Directors of the company.

      4. The Vice-Presidents. Each Vice-President shall have such powers, and
shall perform such duties as may from time to time be assigned to him by the
Board of Directors of the company. In the absence of the President, the
Vice-President who may be designated by the Board of Directors shall act in his
place and perform his duties.

      5. The Treasurer shall have the custoday of all moneys, securities and
values of the company which come into his possession, and shall keep regular
books of account. He shall deposit said moneys, securities and values of the
company in such banking institutions an may be designated from time to time by
the Board of Directors subject to the withdrawal therefrom upon checks or other
written demands of the company which have been signed by such officer or
officers, or employee or employees, of the company as may be authorized, from
time to time, so to do, by resolution of the Board of Directors. He shall
perform all other duties incident to his office and all that are properly
required of him by the Board of Directors. He shall furnish bond conditioned
upon the faithful performance of his duties, if and as required so to do by the
Board of Directors, the amount of said bond to be determined and fixed by said
board in such requirement.

      6. Assistant Treasurer. In the absence of the Treasurer, the Assistant
Treasurer shall act in his place and perform such other duties as may from time
to time be assigned to him by the Board of Directors of the company.

      7. The Secretary shall issue notices of all meetings of the Board of
Directors and stockholders; shall keep their minutes; shall have charge of the
seal and corporate books; shall sign with the President the certificates of
stock and such other instruments as require such signature, and shall make such
reports and perform such other duties as are incident to his office or are
properly required of him by the Board of Directors.

      8. Assistant Secretary. In the absence of the Secretary, the Assistant
Secretary shall act in his place and perform his duties. The Assistant Secretary
shall also perform such other duties as may from time to time be assigned by the
Board of Directors of the company.

                                    EXHIBIT V

                               EXECUTIVE COMMITTEE

      1. There shall be an Executive Committee to be composed of four (4)
members who shall be chosen every year by the Board of Directors during their
organization meeting. The President shall automatically be one of the four
members of the Executive Committee.

                                      -5-


      2. The members of the Executive Committee, who must be members of the
Board of Directors, shall serve for a term of one (1) year and until their
successors are chosen and qualified. Any vacancy in the Executive Committee
shall be filled by the Board of Directors at any regular or special meeting.

      3. Every decision of the Executive Committee must be with the consent and
approval of three (3) members thereof.

      4. The Executive Committee shall perform such functions as may from time
to time be delegated by the Board of Directors. In the interim between Board
meetings, the Executive Committee shall exercise the powers and perform the
duties of the Board except such specific powers as are reserved by the
Corporation Law to the Board such as the power to declare and pay dividends, to
fill vacancies in the Board, to sell unissued and treasury shares of the
corporation, and such other powers as the Board may expressly reserve at
anytime.

      5. The Board of Directors shall have the power to revoke, amend or modify
any power or authority delegated or granted by it to the Executive Committee.

      6. The Executive Committee shall be responsible for preparation of long
and short-term comprehensive business plans, including sales forecasts, budgets
for salary, capital expenditures and submit the same for approval of the Board,
and, upon such approval, shall have the power and responsibility to implement
and carry into effect such plans.

      7. Unless otherwise restricted by the Board of Directors, the Executive
Committee may delegate any of its powers and duties to the President or other
officers of the corporation.

      8. The Executive Committee shall meet not less than once a week at a
mutually agreed time and place. Minutes of all meetings of the Executive
Committee shall be kept and carefully preserved as a record of the business
transacted at such meeting. The minutes shall be signed by the members and shall
be kept and carefully preserved as a record of the business transacted at such
meeting. The minutes shall be signed by the members of the Executive Committee
and shall contain such entries as may be required by the Board of Directors.

                                   EXHIBIT VI

                              DIVIDENDS AND FINANCE

      1. The Fiscal year of the corporation shall terminate on December 31 of
each year and shall commence on January 1 of the immediately following year.

                        (As amended on October 14, 1987).

      2. Dividends shall be declared and payable at such times and in such
amounts as the Board of Directors shall determine, and shall be payable in cash,
property or in shares of stock of the

                                      -6-


company as said Board of Directors shall determine, provided, however, that
stock or bond dividend shall be declared in accordance with the requirements of
the Corporation Law of the Philippines.

      3. Inspection of Accounts by any member of the Board of Directors in
person may be made at any and all times during business hours of the company,
and such inspection may embrace all books, records and vouchers of the company.

      The books, accounts and records of the company shall be open for
inspection by the stockholders at all reasonable times during business hours of
the company.

                                   EXHIBIT VII

                                 CORPORATE SEAL

      The corporate seal of the corporation shall be circular in form and shall
bear the words: "AMKOR/ANAM PILIPINAS, INC." and in the center of which shall be
inscribed the words "Incorporated in 1976".

                        (As amended on April 27, 1989).

                                  EXHIBIT VIII

                                   AMENDMENTS

      These By-Laws or any of them may be amended or repealed or new by-laws
adopted by the stockholders representing a majority of the subscribed capital
stock, at any regular or special meeting duly called for the purpose. The owners
of two-thirds (2/3) of the subscribed capital stock may delegate to the Board of
Directors the power to amend or repeal these By-Laws or adopt new by-laws;
provided however, that any power delegated to the Board of Directors to amend or
repeal these By-Laws or to adopt any new by-laws shall be considered as revoked
whenever a majority of the stockholders shall so vote at a regular or special
meeting called for the purpose.

      The foregoing by-laws were adopted by the vote of the stockholders holding
or representing at least a majority of the subscribed and outstanding capital
stock at the first meeting of the stockholders of said corporation held in the
Municipality of Makati, Province of Rizal, Philippines, on the 1st day of
September, 1976.

                                      -7-


                           AMKOR/ANAM PILIPINAS, INC.

                           CERTIFICATE OF AMENDMENT OF
                      ARTICLES OF INCORPORATION AND BY-LAWS

      WE, the undersigned, being the Corporate Secretary, and a majority of the
Board of Directors of AMKOR/ANAM PILIPINAS, INC., hereby certify:

      That at a special meeting of the Board of Directors of said AMKOR/ANAM
PILIPINAS, INC., duly called and held on March 1, 1995, at which meeting a
quorum was present and acted throughout, the following resolution was
unanimously passed recommending the amendment of Article THIRD of the Articles
of Incorporation and Section 1, Article II of the By-Laws of the Company, as
follows:

      RESOLVED, that the principal place of business of the Company be changed
      from Makati, Metro Manila to Muntinlupa, Metro Manila and to
      correspondingly amend Article Third of the Articles of Incorporation and
      Section 1, Article II of the By-Laws of the Company, to read as follows:

            "THIRD. The principal offices of the corporation shall be located in
            Muntinlupa, Metro Manila, Philippines, and branch offices at such
            other places as the Board of Directors may, from time to time
            determine or fix." (Articles of Incorporation).

            1. Annual Meeting of the stockholders of this corporation shall be
            held at the principal offices of the corporation in Muntinlupa,
            Metro Manila, Philippines, on the first Wednesday of March each year
            for the election of directors and such other business as may
            properly come before said meeting. (Article II, By-Laws).

      That subsequently thereafter at the annual meeting of the stockholders
duly called and held on the 1st day of March, 1995 at the principal office of
the Company, at which said meeting more than two-thirds of the outstanding
capital stock of the Company was present in person or by proxy, the aforesaid
action taken by the Board of Directors on March 1, 1995 was, by proper
resolution



unanimously adopted, approved, ratified and confirmed and Article THIRD of the
Articles of Incorporation and Section 1, Article II of the By-Laws of the
Company were amended as follows:

      RESOLVED, that the recommendation to amend Article Third of the Articles
      of Incorporation and Section 1, Article II of the By-Laws of the Company,
      changing the place of business of the Company from Makati, Metro Manila to
      Muntinlupa, Metro Manila, be, and the same hereby is approved, ratified
      and confirmed.

      That at a special meeting of the Board of Directors of AMKOR/ANAM
FILIPINAS, INC., duly called and held on August 4, 1995, at which meeting a
quorum was present and acted throughout, resolutions were unanimously passed
recommending the increase in the authorized capital stock of the Company from
P93,500,000.00 divided into 88,000,000 common shares, of the par value of One
Peso (P1.00) per share and 5,500,000 preferred shares of the par value of One
Peso (P1.00) per share to P153,500,000.00 divided into 88,000,000 common shares
of the par value of One Peso (P1.00) per share and 65,500,000 preferred shares
of the par value of One Peso (P1.00) per share, and amending Article Seventh of
the Articles of Incorporation as follows:

      RESOLVED, that it is advisable and deemed for the best interest of the
      Company to recommend that the authorized capital stock of the Company be
      increased from P93,500,000 divided into 88,000,000 common shares of the
      par value of One Peso (P1.00) per share and 5,500,000 preferred shares of
      the par value of One Peso (P1.00) per share to P153,500,000 divided into
      88,000,000 common shares of the par value of One Peso (P1.00) per share
      and 65,500,000 preferred shares of the par value of One Peso (P1.00) per
      share and that the first paragraph of Article Seventh of the Articles of
      Incorporation of the Company be correspondingly amended in the manner set
      forth in the next following resolution; and be it

      FURTHER RESOLVED, that the first paragraph of Article Seventh of the
      Articles of Incorporation of the Company be and the same hereby is amended
      to read as follows:

            "SEVENTH: The capital stock of this corporation is ONE HUNDRED FIFTY
            THREE MILLION FIVE HUNDRED THOUSAND PESOS (P153,500,000) Philippine
            Currency, and said capital stuck is divided into EIGHTY EIGHT
            MILLION (88,000,000) shares of the common stock with the par value
            of ONE PESO (P1.00) per share and SIXTY FIVE MILLION FIVE HUNDRED
            THOUSAND (65,500,000) shares of preferred stock with the par value
            of ONE PESO (P1.00) per share."

                                      -2-


      and be it

      FINALLY RESOLVED, that the proper officers of the Company be and they
      hereby are authorized and directed to present the foregoing resolution
      increasing the capital stock of the Company to the Stockholders at a
      Special Meeting of the Stockholders of the Company to be held on August 4,
      1995 or any adjournments thereof for their consideration and approval.

      That subsequently thereafter at the special meeting of the Stockholders
duly called and held on August 4, 1995 at the Manila Polo Club, Makati City,
Philippines, at which said meeting more than two-thirds of the outstanding
capital stock of the Company was represented in person or by proxy, the
aforesaid actions taken by the Board of Directors on August 4, 1995 were by
proper resolutions unanimously adopted and approved and Article "SEVENTH" of the
Articles of Incorporation of the Company was amended as follows:

      RESOLVED, that the recommendation of the Board of Directors of the Company
      to increase the authorized capital stock from P93,500,000 divided into
      88,000,000 common shares of the par value of P1.00 per share and 5,500,000
      preferred shares of the par value of P1.00 per share to P153,500,000
      divided into 88,000,000 common shares of the par value of P1.00 per share
      and 65,500,000 preferred shares of the par value of P1.00 per share be and
      the same hereby is approved, ratified and confirmed; and be it

      FURTHER RESOLVED, that the first paragraph of Article Seventh of the
      Articles of Incorporation of the Company be and the same hereby is amended
      to read as follows:

            "SEVENTH: The capital stock of this corporation is ONE HUNDRED FIFTY
            THREE MILLION FIVE HUNDRED THOUSAND PESOS (P153,500,000.00)
            Philippine Currency, and said capital stock is divided into EIGHTY
            EIGHT MILLION (88,000,000) shares of common stock with the par value
            of ONE PESO (P1.00) per share and SIXTY FIVE MILLION FIVE HUNDRED
            THOUSAND (65,500,000)) shares of preferred stock with the par value
            of ONE PESO (P1.00) per share.

      and be it

      FINALLY RESOLVED, that the proper officers of the Company are herby
      authorized and directed to file the certificate or certificates necessary
      to effect the foregoing increase of capital stock of the Company with the
      Securities and Exchange Commission.

                                      -3-


      That the foregoing are true copies of the amendments to Articles "THIRD"
and "SEVENTH" of the Articles of Incorporation and Section 1, Article II of the
By-Laws of AMKOR/ANAM PILIPINAS, INC., as amended. Makati City, August 25, 1995.

                                 /s/ Danny D. Franklin
                                 -----------------------------------------------
                                 Danny D. Franklin, Director

                                 /s/ Leonardo P. Loreto, Jr.
                                 -----------------------------------------------
                                 Leonardo P. Loreto, Jr., Director

                                 /s/ Gregorio F. Ortega
                                 -----------------------------------------------
                                 Gregorio F. Ortega, Director

                                 /s/ Renato G. Calma
                                 -----------------------------------------------
                                 Renato G. Calma, Secretary

                                      -4-


      SUBSCRIBED AND SWORN to before me this 25th day of August, 1995 at Makati
City, affiants exhibited to me their Community Tax Certificates as follows:



         NAME             COMMUNITY TAX CERTIFICATE NO.           ISSUED AT/ON
- -----------------------   -----------------------------   ------------------------------
                                                    
Danny D. Franklin         Passport No. 740022120          Issued by the British Embassy,
                                                          Manila on 08/18/2003

Leonardo P. Loreto, Jr.   3504121                         Muntinlupa - 02/28/95

Gregorio F. Ortega        9928547                         Manila - 04/27/94

Renato G. Calma           2831248 C                       Manila - 03/02/95


                                             /s/ TEODORO C. BAROQUE, JR.
                                             -----------------------------------
                                             TEODORO C. BAROQUE, JR.
                                             Notary Public
                                             Until December 31, 1995
                                             PTR No. 4671860
                                             Makati - 01/27/95

Doc. No. 94
Page No. 19
Book No. Iii
Series of 1995.

                                      -5-

                                                                   EXHIBIT 3.2.1

                           AMENDED AND RESTATED BYLAWS

                                       OF

                                  UNITIVE, INC.

                              I. CORPORATE OFFICES

      1.1 Registered Office. The registered office of the corporation shall be
in the City of Dover, County of Kent, State of Delaware. The name of the
registered agent of the corporation at such location is Incorporating Services,
Ltd.

      1.2 Other Offices. The board of directors may at any time establish other
offices at any place or places where the corporation is qualified to do
business.

                          II. MEETINGS OF STOCKHOLDERS

      2.1 Place of Meetings. Meetings of stockholders shall be held at any
place, within or outside the State of Delaware, designated by the board of
directors. The board of directors may, in its sole discretion, determine that a
meeting shall not be held at any place, but may instead be held solely by means
of remote communication as authorized by Section 211 of the General Corporation
Law of Delaware.

      If authorized by the board of directors in its sole discretion, and
subject to such guidelines and procedures as the board of directors may adopt,
stockholders and proxyholders not physically present at a meeting of
stockholders may, by means of remote communication participate in a meeting of
stockholders and be deemed present in person and vote at a meeting of
stockholders whether such meeting is to be held at a designated place or solely
by means of remote communication, provided that (i) the corporation shall
implement reasonable measures to verify that each person deemed present and
permitted to vote at the meeting by means of remote communication is a
stockholder or proxyholder, (ii) the corporation shall implement reasonable
measures to provide such stockholders and proxyholders a reasonable opportunity
to participate in the meeting and to vote on matters submitted to the
stockholders, including an opportunity to read or hear the proceedings of the
meeting substantially concurrently with such proceedings, and (iii) if any
stockholder or proxyholder votes or takes other action at the meeting by means
of remote communication, a record of such vote or other action shall be
maintained by the corporation.

      2.2 Annual Meeting. The annual meeting of stockholders shall be held each
year on a date and at a time designated by the board of directors. In the
absence of such designation, the annual meeting of stockholders shall be held on
the third Monday in April in each year at 1:00 p.m. However, if such day falls
on a legal holiday, then the meeting shall be held at the same time and place on
the next succeeding full business day. At the meeting, directors shall be
elected and any other proper business may be transacted.



      2.3 Special Meeting. Special meetings of the stockholders may be called,
at anytime for any purpose or purposes, by the board of directors or by such
person or persons as may be authorized by the Certificate of Incorporation or
these Bylaws, by such person or persons duly designated by the board of
directors whose powers and authority, as expressly provided in a resolution of
the board of directors, include the power to call such meetings, or by
stockholders holding twenty-five percent (25%) of the voting power (determined
on an as-converted, basis) of the outstanding shares, but such special meetings
may not be called by any other person or persons.

      2.4 Notice of Stockholders' Meetings.

            (a) All notices of meetings with stockholders shall be in writing
and shall be sent or otherwise given in accordance with Section 2.5 of these
bylaws not less than ten (10) nor more than sixty (60) days before the date of
the meeting to each, stockholder entitled to vote at such meeting. The notice
shall specify the place, if any, date, and hour of the meeting, the means of
remote communication, if any, by which stockholders and proxyholders may be
deemed to be present in person and vote at such meeting, and, in the case of a
special meeting, the purpose or purposes for which the meeting is called.

            (b) Without limiting the manner by which notice otherwise may be
given effectively to stockholders, any notice to stockholders given by the
corporation shall also be effective if given by a form of electronic
transmission consented to by the stockholder to whom the notice is given. Any
such consent shall be revocable by the stockholder by written notice to the
corporation. Any such consent shall be deemed revoked if (i) the corporation is
unable to deliver by electronic transmission, two consecutive notices given by
the corporation in accordance with such, consent and (ii) such inability becomes
known to the secretary or an assistant secretary of the corporation or to the
transfer agent, or other person responsible for the giving of notice; provided,
however, the inadvertent failure to treat such revocation shall not invalidate
any meeting or other action.

       2.5 Manner of Giving Notice; Affidavit of Notice.

            (a) Written notice of any meeting of stockholders, if mailed, is
given when deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the corporation. An
affidavit of the secretary or an assistant secretary or of the transfer agent or
other agent of the corporation that the notice has been given shall, in the
absence of fraud, be prima facie evidence of the facts stated therein.

            (b) Notice given pursuant to subsection 2.4(b) of this section shall
be deemed given: (i) if by facsimile telecommunication, when directed to a
number at which the stockholder has consented to receive notice; (ii) if by
electronic mail, when directed to an electronic mail address at which the
stockholder has consented to receive notice; (iii) if by a posting on an
electronic network together with separate notice to the stockholder of such
specific posting, upon the later of such posting and the giving of such separate
notice; and (iv) if by any other form of electronic transmission, when directed
to the stockholder. An affidavit of the secretary or an assistant secretary or
of the transfer agent or other agent of the corporation that the notice has been
given by a form of

                                      -2-


electronic transmission shall, in the absence of fraud, be prima facie evidence
of the facts stated therein.

      2.6 Quorum. The holders of a majority of the voting power (determined on
an as-converted basis) of the stock issued and outstanding and entitled to vote
thereat, present in person or represented by proxy, shall constitute a quorum at
all meetings of the stockholders for the transaction of business except as
otherwise provided by statute or by the certificate of incorporation. If
however, such quorum is not present or represented at any meeting of the
stockholders, then the stockholders entitled to vote thereat, present in person
or represented by proxy, shall have power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum is
present or represented. At such adjourned meeting at which a quorum is present
or represented, any business may be transacted that might have been transacted
at the meeting as originally noticed.

      2.7 Adjourned Meeting; Notice. When a meeting is adjourned to another time
or place, unless these bylaws otherwise require, notice need not be given of the
adjourned meeting if the time and place, the means of remote communication, if
any, by which stockholders and proxyholders maybe deemed to be present in person
and vote at such meeting, thereof are announced at the meeting at which the
adjournment is takes. At the adjourned meeting the corporation may transact any
business that might have been transacted at the original meeting. If the
adjournment is for more than thirty (30) days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.

      2.8 Voting. The stockholders entitled to vote at any meeting of
stockholders shall be determined in accordance with the provisions of Section
2.11 of these bylaws, subject to the provisions of Sections 217 and 218 of the
General Corporation Law of Delaware (relating to voting rights of fiduciaries,
pledgors and joint owners of stock and to voting trusts and other voting
agreements).

      Except as otherwise provided in the certificate of incorporation, each
stockholder shall be entitled to one vote for each share of capital stock held
by such stockholder.

      2.9 Waiver of Notice. Whenever notice is required to be given under any
provision of the General Corporation Law of Delaware or of the certificate of
incorporation or these bylaws, a written waiver thereof, signed by the person
entitled to notice, or a waiver by electronic transmission by the person
entitled to notice, whether before or after the time stated therein, shall be
deemed equivalent to notice. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders seed be specified in any written
waiver or any waiver by electronic transmission of notice unless so required by
the certificate of incorporation or these bylaws.

                                      -3-


      2.10 Stockholder Action by Written Consent Without a Meeting. Unless
otherwise provided in the certificate of incorporation, any action required by
this chapter to be taken at any annual or special meeting of stockholders of a
corporation, or any action that may be taken at any annual or special meeting of
such stockholders, may be taken without a meeting, without prior notice, and
without a vote if a consent in writing, setting forth the action so taken, is
signed by the holders of outstanding stock having not less than, the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted.

      A telegram, cablegram or other electronic transmission consenting to an
action to be taken and transmitted by a stockholder or proxyholder, or by a
person or persons authorized to act for a stockholder or proxyholder, shall be
deemed to be written, signed and dated for the purposes of this section,
provided that any such telegram, cablegram or other electronic transmission sets
forth or is delivered with information from which the corporation can determine
(a) that the telegram, cablegram or other electronic transmission was
transmitted by the stockholder or proxyholder and (b) the date on which such
stockholder or proxyholder or authorized person or persons transmitted such
telegram, cablegram or electronic transmission. The date on which such telegram,
cablegram or electronic transmission is transmitted shall be deemed to be the
date on which such consent was signed. No consent given by telegram, cablegram
or other electronic transmission shall be deemed to have been delivered until
such consent is reproduced in paper form and until such paper form shall have
been delivered to the corporation by delivery to its registered office in this
State, its principal place of business or an officer or agent of the corporation
having custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to the corporation's registered office shall be made by
hand or by certified or registered mail, return receipt requested.
Notwithstanding the foregoing limitations on delivery, consents given by
telegram, cablegram or other electronic transmission maybe otherwise delivered
to the principal place of business of the corporation or to an officer or agent
of the corporation having custody of the book in which proceedings of meetings
of stockholders are recorded if, to the extent and in the manner provided by
resolution of the board of directors of the corporation. Any copy, facsimile or
other reliable reproduction of a consent in writing may be substituted or used
in lien of the original writing for any and all purposes for which the original
writing could be used, provided that such copy, facsimile or other reproduction
shall, be a complete reproduction of the entire original writing.

      Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who
have not consented in writing. If the action that is consented to is such as
would have required the filing of a certificate under any section of the General
Corporation Law of Delaware if such action had been voted on by stockholders at
a meeting thereof, then the certificate filed under such section shall state, in
lieu of any statement required by such section concerning any vote of
stockholders, that written notice and written consent have been given as
provided in Section 228 of the General Corporation Law of Delaware.

      2.11 Record Date of Stockholder Notice; Voting; Giving Consents. In order
that the corporation may determine the stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment thereof, or entitled to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of

                                      -4-


stock or for the purpose of any other lawful action, the board of directors may
fix, in advance, a record date that shall not be more than sixty (60) nor less
than ten (10) days before the date of such meeting, nor more than sixty (60)
days prior to any other action.

      If the board of directors does not so fix a record date:

            (a) The record date for determining stockholders entitled to notice
of or to vote at a meeting of stockholders shall be at the close of business on
the day next preceding the day on which notice is given, or, if notice is
waived, at the close of business on the day next preceding the day on which the
meeting is held.

            (b) The record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting, when no prior action
by the board of directors is necessary, shall be the day on which the first
written consent is expressed.

            (c) The record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the board of
directors adopts the resolution relating thereto.

      A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting
provided, however, that the board of directors may fix a new record date for the
adjourned meeting.

      2.12 Proxies. Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him by a
written proxy, signed by the stockholder and filed with the secretary of the
corporation, but no such proxy shall be voted or acted upon after three (3)
years from its date, unless the proxy provides for a longer period. A proxy
shall be deemed signed if the stockholder's name is placed on the proxy (whether
by manual signature, typewriting, telegraphic transmission or otherwise) by the
stockholder or the stockholder's attorney-in-fact. The revocability of a proxy
that states on its face that it is irrevocable shall be governed by the
provisions of Section 212(e) of the General Corporation Law of Delaware.

      2.13 List of Stockholders Entitled to Vote. The officer who has charge of
the stock ledger of a corporation shall prepare and make, at least ten (10) days
before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares registered in the name of
each stockholder. The corporation shall not be required to include electronic
mail addresses or other electronic contact information on such list. Such list
shall be open to the examination of any stockholder for any purpose germane to
the meeting for a period of at least 10 days prior to the meeting: (a) on a
reasonably accessible electronic network, provided that the information required
to gain access to such list is provided with the notice of the meeting, or (b)
during ordinary business hours, at the principal place of business of the
corporation. In the event that the corporation determines to make the list
available on an electronic network, the corporation may take reasonable steps to
ensure that such information is available only to stockholders of the
corporation. If the meeting is to be held at a place, then the list shall be
produced and kept at the time and place of the

                                      -5-


meeting during the whole time thereof, and may be inspected by any stockholder
who is present. If the meeting is to be held solely by means of remote
communication, then the list shall also be open to the examination of any
stockholder during the whole time of the meeting on a reasonably accessible
electronic network, and the information required to access such list shall be
provided with the notice of the meeting.

      2.14 Stockholder Proposals. Effective upon the Corporation's initial
public offering of stock under the Securities Act of 1933, provided that the
Corporation's shares of Series A-l Preferred Stock, Series A-2 Preferred Stock
and Series A-3 Preferred Stock shall have been converted into shares of Common
Stock pursuant to the Corporation's certificate of incorporation, any
stockholder wishing to bring any other business before a meeting of
stockholders, including, but not limited to, the nomination of persons for
election as directors, must provide notice to the corporation not more than
ninety (90) and not less than fifty (50) days before the meeting in writing by
registered mail, return receipt requested, of the business to be presented by
the stockholders at the stockholders' meeting. Any such notice shall set forth
the following as to each matter the stockholder proposes to bring before the
meeting: (a) a brief description of the business desired to be brought before
the meeting and the reasons for conducting such business at the meeting and, if
such business includes a proposal, to amend the bylaws of the corporation, the
language of the proposed amendment; (b) the name and address, as they appear on
the corporation's books, of the stockholder proposing such business; (c) the
class and number of shares of the corporation which are beneficially owned by
such stockholder; (d) a representation that the stockholder is a holder of
record of stock of the corporation entitled to vote at such meeting and intends
to appear in person or by proxy at the meeting to propose such business; and (e)
any material interest of the stockholder in such business. Notwithstanding the
foregoing provisions of this Section 2.14, a stockholder shall also comply with
all applicable requirements of all applicable laws, rules and regulations,
including, but not limited to, the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder, with respect to the
matters set forth in this section 2.14. In the absence of such notice to the
corporation meeting the above requirements, a stockholder shall not be entitled
to present any business at any meeting of stockholders.

                                 III. DIRECTORS

      3.1 Powers. Subject to the provisions of the General Corporation Law of
Delaware and any limitations in the certificate of incorporation or these bylaws
relating to action required to be approved by the stockholders or by the
outstanding shares, the business and affairs of the corporation shall be
managed, and all corporate powers shall be exercised by or under the direction
of the board of directors.

      3.2 Number of Directors. The number of directors constituting the Board of
Directors shall be five (5).

      No reduction of the authorized number of directors shall have the effect
of removing any director before that director's term of office expires.

      3.3 Election, Qualification and Term of Office of Directors. Except as
provided in Section 3.4 of these bylaws, directors shall be elected at each
annual meeting of stockholders to hold

                                      -6-


office until the next annual meeting. Directors need not be stockholders unless
so required by the certificate of incorporation or these bylaws, wherein other
qualifications for directors may be prescribed. Each director, including a
director elected to fill a vacancy, shall hold office until his or her successor
is elected and qualified or until his or her earlier resignation or removal.

      Elections of directors need not be by written ballot.

      3.4 Resignation and Vacancies. Any director may resign at any time upon
notice given in writing or electronic transmission to the corporation. Vacancies
shall be filled as provided in the certificate of incorporation.

      3.5 Place of Meetings; Meetings by Telephone. The board of directors of
the corporation may hold meetings, both regular and special, either within or
outside the State of Delaware.

      Unless otherwise restricted by the certificate of incorporation or these
bylaws, members of the board of directors, or any committee designated by the
board of directors, may participate in a meeting of the board of directors, or
any committee, by means of conference telephone or other communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation in a meeting shall constitute presence in
person at the meeting.

      3.6 First Meetings. The first meeting of each newly elected board of
directors shall be held at such, time and place as shall be fixed by the vote of
the stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. To the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.

      3.7 Regular Meetings. Regular meetings of the board of directors may be
held without notice at such time and at such, place as shall from time to time
be determined by the board.

      3.8 Special Meetings; Notice. Special meetings of the board of directors
for any purpose or purposes maybe called at any time by the chairman of the
board, the president, any vice president, the secretary or any director.

      Notice of the time and place of special meetings shall be, delivered
either personally or by mail, telex, facsimile, telephone or electronic
transmission to each director, addressed to each director at such director's
address and/or phone number and/or electronic transmission address as it is
shown on the records of the corporation. If the notice is mailed, it shall be
deposited in the United States mail at least four (4) days before the time of
the holding of the meeting. If the notice is delivered personally or by telex,
facsimile, telephone or electronic transmission, it shall be delivered by
telephone or transmitted at least forty-eight (48) hours before the time of the
holding of the meeting. Notice by electronic transmission shall be effective if
given by a form of electronic transmission consented to by the director to whom
the notice is given. Any such consent shall be

                                      -7-


revocable by the director by written notice to the corporation. Any such consent
shall be deemed revoked if (i) the corporation is unable to deliver by
electronic transmission two consecutive notices given by the corporation in
accordance with such consent and (ii) such inability becomes known to the
secretary or an assistant secretary of the corporation or to the transfer agent,
or other person responsible for the giving of notice; provided, however, the
inadvertent failure to treat such revocation shall not invalidate any meeting or
other action. Any oral notice given personally or by telephone may be
communicated either to the director or to a person at the office of the director
who the person giving the notice has reason to believe will promptly communicate
it to the director. The notice need not specify the purpose or the place of the
meeting, if the meeting is to be held at the principal executive office of the
corporation. Notice may be delivered by any person entitled to call a special
meeting or by an agent of such person.

      3.9 Quorum. At all meetings of the board of directors, a majority of the
authorized number of directors shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the board of directors, except as
may be otherwise specifically provided by statute or by the certificate of
incorporation. If a quorum is not present at any meeting of the board of
directors, then the directors present thereat may adjourn the meeting from time
to time, without notice other than announcement at the meeting, until a quorum
is present.

      3.10 Waiver of Notice. Whenever notice is required to be given under any
provision of the General Corporation Law of Delaware or of the certificate of
incorporation or these bylaws, a written waiver thereof, signed by the person
entitled to notice, or a waiver by electronic transmission by the person
entitled to notice, whether before or after the time stated therein, shall be
deemed equivalent to notice. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the directors, or members of a committee of
directors, need be specified in any written waiver of notice unless so required
by the certificate of incorporation or these bylaws.

      3.11 Adjourned Meeting; Notice. If a quorum is not present at any meeting
of the board of directors, then the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum is present.

      3.12 Board Action by Written Consent Without a Meeting. Unless otherwise
restricted by the certificate of incorporation or these bylaws, any action
required or permitted to be taken at any meeting of the board of directors, or
of any committee thereof, may be taken without a meeting if all members of the
board or committee, as the case may be, consent thereto in writing or by
electronic transmission and the writing or writings or electronic transmission
or transmissions are filed with the minutes of proceedings of the board or
committee.

      3.13 Fees and Compensation of Directors. Unless otherwise restricted by
the certificate of incorporation or these bylaws, the board of directors shall
have the authority to fix the compensation of directors.

                                      -8-


      3.14 Approval of Loans to Officers. Subject to compliance with applicable
law, including without limitation any federal or state securities law, the
corporation may lend money to, or guarantee any obligation of, or otherwise
assist any officer or other employee of the corporation or of its subsidiary,
including any officer or employee who is a director of the corporation or its
subsidiary, whenever, in the judgment of the directors, such loan, guaranty or
assistance may reasonably be expected to benefit the corporation. The loan,
guaranty or other assistance may be with or without interest and may be
unsecured, or secured in such manner as the board of directors shall approve,
including, without limitation, a pledge of shares of stock of the corporation.
Nothing in this section contained shall be deemed to deny, limit or restrict the
powers of guaranty or warranty of the corporation at common law or under any
statute.

      3.15 Removal of Directors. Directors may be removed only as provided in
the certificate of incorporation.

      No reduction of the authorized number of directors shall have the effect
of removing any director prior to the expiration of such director's term of
office.

      3.16 Chairman of the Board of Directors. The corporation may also have, at
the discretion of the Board of Directors, a chairman of the Board of Directors
of the corporation. The Chairman of the Board shall, if such a person is
elected, preside at the meetings of the Board of Directors and exercise and
perform such other powers and duties as may from time to time be assigned to him
or her by the Board of Directors, or as may be prescribed by these bylaws.

                                 IV. COMMITTEES

      4.1 Committees of Directors. The board of directors on may, by resolution
passed by a majority of the whole board, designate one or more committees, with
each committee to consist of one or more of the directors of the corporation.
The board may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. In the absence or disqualification of a member of a committee,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the board of directors to act at the meeting in the place of
any such absent or disqualified member. Any such committee, to the extent
provided in the resolution of the board of directors or in the bylaws of the
corporation, shall have and may exercise all the powers and authority of the
board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers that may require it; but no such committee shall have the power or
authority to (i) approve or adopt, or recommend to the stockholders, any action
or mater expressly required by this chapter to be submitted to stockholders for
approval or (ii) adopting, amending or repealing any bylaws of the corporation.

      4.2 Committee Minutes. Each committee shall keep regular minutes of its
meetings and report the same to the board of directors when required.

      4.3 Meetings and Action of Committees. Meetings and actions of committees
shall be governed by, and held and taken in accordance with, the provisions of
Article III of these bylaws,

                                      -9-


Section 3.5 (place of meetings and meetings by telephone), Section 3.7 (regular
meetings), Section 3.8 (special meetings and notice), Section 3.9 (quorum),
Section 3.10 (waiver of notice), Section 3.11 (adjournment and notice of
adjournment), and Section 3.12 (action without a meeting), with such changes in
the context of those bylaws as are necessary to substitute the committee and its
members for the board of directors and its members; provided, however, that the
time of regular meetings of committees may also be called by resolution of the
board of directors and that notice of special meetings of committees shall also
be given to all alternate members, who shall have the right to attend all
meetings of the committee. The board of directors may adopt rules for the
government of any committee not inconsistent with the provisions of these
bylaws.

                                  V. OFFICERS

      5.1 Officers. The officers of the corporation shall be a chief executive
officer, a president, one or more vice presidents, a secretary, and a treasurer.
The corporation may also have, at the discretion of the board of directors, a
chairman of the board, one or more assistant vice presidents, assistant
secretaries, assistant treasurers, and any such other officers as may be
appointed in accordance with the provisions of Section 5.3 of these bylaws. Any
number of offices may be held by the same person.

      5.2 Election of Officers. The officers of the corporation, except such
officers as maybe appointed in accordance with the provisions of Section 5.3 of
these bylaws, shall be chosen by the board of directors, subject to the rights,
if any, of an officer under any contract of employment.

      5.3 Subordinate Officers. The board of directors may appoint, or empower
the president to appoint, such other officers and agents as the business of the
corporation may require, each of whom shall hold office for such period, have
such authority, and perform such duties as are provided in these bylaws or as
the board of directors may from time to time determine.

      5.4 Removal and Resignation of Officers. Subject to the rights, if any, of
an officer under any contract of employment, any officer may be removed, either
with or without cause, by an affirmative vote of the majority of the board of
directors at any regular or special meeting of the board or, except in the case
of an officer appointed by the board of directors, by any officer upon whom such
power of removal may be conferred by the board of directors.

      Any officer may resign at any time by giving written notice to the
corporation. Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless otherwise
specified in that notice, the acceptance of the resignation shall, not be
necessary to make it effective. Any resignation is without prejudice to the
rights, if any, of the corporation under any contract to which the officer is a
party.

      5.5 Vacancies in Offices. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.

      5.6 Chairman of the Board. The chairman of the board, if such an officer
be elected, shall, if present, preside at meetings of the board of directors and
exercise and perform such other powers and duties as may from time to time be
assigned to him by the board of directors or as may

                                      -10-


be prescribed by these bylaws. If there is no president, then thee chairman of
the board shall also be the chief executive officer of the corporation and shall
have the powers and duties prescribed m Section 5.7 of these bylaws. The
chairman of the board of directors shall be chosen by the board of directors.

      5.7 Chief Executive Officer. Subject to such supervisory powers, if any,
as may be given by the board of directors to the chairman of the board, the
chief executive officer of the corporation shall, subject to the control of the
Board of Directors, have general supervision, direction and control of the
business and the officers of the corporation. The chief executive officer shall
preside at all meetings of the stockholders and, in the absence or nonexistence
of a chairman of the board, at all meetings of the Board of Directors at which
he or she is present. The chief executive officer shall have the general powers
and duties of management usually vested in the office of chief executive officer
of a corporation and shall have such other powers and duties as maybe prescribed
by the Board of Directors or these bylaws.

      5.8 President. Subject to such supervisory powers, if any, as may be given
by the board of directors to the chairman of the board or the chief executive
officer, if there be such officers, the president shall, subject to the control
of the board of directors, have general supervision, direction, and control of
the business and the officers of the corporation. In the absence or nonexistence
of the chief executive officer, he or she shall preside at all meetings of the
stockholders and, in the absence or nonexistence of a chairman of the board and
chief executive officer, at all meetings of the board of directors at which he
or she is present. He or she shall have the general powers and duties of
management usually vested in the office of president of a corporation and shall
have such other powers and duties as may be prescribed by the board of directors
or these bylaws. The board of directors may provide in their discretion that the
offices of President and Chief Executive Officer may be held by the same person.

      5.9 Vice Presidents. In the absence or disability of the chief executive
officer and president, the vice presidents, if any, is order of their rank as
fixed by the board of directors or, if not ranked, a vice president designated
by the board of directors, shall perform all the duties of the president and
when so acting shall have all the powers of, and be subject to all the
restrictions upon, the president. The vice presidents shall have such other
powers and perform such other duties as from time to time may be prescribed for
them respectively by the board of directors, these bylaws, the president or the
chairman of the board.

      5.10 Secretary. The secretary or an agent of the corporation shall keep or
cause to be kept, at the principal executive office of the corporation or such
other place as the board of directors may direct, a book of minutes of all
meetings and actions of directors, committees of directors, and stockholders.
The minutes shall show the time and place of each meeting, whether regular or
special (and, if special, how authorized and the notice given), the names of
those present at directors' meetings or committee meetings, the number of shares
present or represented at stockholders' meetings, and the proceedings thereof.

      The secretary shall keep, or cause to be kept, at the principal executive
office of the corporation or at the office of the corporation's transfer agent
or registrar, as determined by resolution of the board of directors, a share
register, or a duplicate share register, showing the names

                                      -11-


of all stockholders and their addresses, the number and classes of shares held
by each, the number and date of certificates evidencing such shares, and the
number and date of cancellation of every certificate surrendered for
cancellation.

      The secretary shall give, or cause to be given, notice of all meetings of
the stockholders and of the board of directors required to be given by law or by
these bylaws. The secretary shall keep the seal of the corporation, if one be
adopted, in safe custody and shall have such other powers and perform such other
duties as may be prescribed by the board of directors or by these bylaws.

      5.11 Treasurer. The treasurer shall keep and maintain, or cause to be kept
and maintained, adequate and correct books and record of accounts of the
properties and business transactions of the corporation, including accounts of
its assets, liabilities, receipts, disbursements, gains, losses, capital,
retained earnings, and shares. The books of account shall at all reasonable
times be open to inspection by any director.

      The treasurer shall deposit all money and other valuables in the name and
to the credit of the corporation with such depositaries as may be designated by
the board of directors. The treasurer shall disburse the funds of the
corporation as may be ordered by the board of directors, shall render to the
president and directors, whenever they request it, an account of all of his
transactions as treasurer and of the financial condition of the corporation, and
shall have such other powers and perform such other duties as may be prescribed
by the board of directors or these bylaws.

      5.12 Assistant Secretary. The assistant secretary, or, if there is more
than one, the assistant secretaries in the order determined by the stockholders
or board of directors (or if there be no such determination, then in the order
of their election) shall, in the absence of the secretary or in the event of his
or her inability or refusal to act, perform the duties and exercise the powers
of the secretary and shall perform such other duties and have such other powers
as the board of directors or the stockholders may from time to time prescribe.

      5.13 Representation of Shares of Other Corporations. The chairman of the
board, the chief executive officer, the president, any vice president, the
treasurer, the secretary or assistant secretary of this corporation, or any
other person authorized by the board of directors or the chief executive
officer, president or a vice president, is authorized to vote, represent, and
exercise on behalf of this corporation all rights incident to any and all shares
of any other corporation or corporations standing in the name of this
corporation. The authority granted herein may be exercised either by such person
directly or by any other person authorized to do so by proxy or power of
attorney duly executed by such person having the authority.

      5.14 Authority and Duties of Officers. In addition to the foregoing
authority and duties, all officers of the corporation shall respectively have
such authority and perform such duties in the management of the business of the
corporation as may be designated from time to time by the board of directors or
the stockholders.

                                      -12-


                                 VI. INDEMNITY

      6.1 Indemnification of Directors and Officers. The corporation shall, to
the maximum extent and in the manner permitted by the General Corporation Law of
Delaware, indemnify each of its directors and officers against expenses
(including attorneys' fees), judgments, fines, settlements, and other amounts
actually and reasonably incurred in connection with any proceeding, arising by
reason of the fact that such person is or was an agent of the corporation. For
purposes of this Section 6.1, a "director" or "officer" of the corporation
includes any person (a) who is or was a director or officer of the corporation,
(b) who is or was serving at the request of the corporation as a director or
officer of another corporation, partnership, joint venture, trust or other
enterprise, or (c) who was a director or officer of a corporation that was a
predecessor corporation of the corporation or of another enterprise at the
request of such predecessor corporation. Such indemnification shall be a
contract right and shall include the right to receive payment of any expenses
incurred by the indemnitee in connection with any proceeding in advance of its
final disposition, consistent with the provisions of applicable law as then is
effect. The right of indemnification provided in this Section 6.1 shall not be
exclusive of any other rights to which those seeking indemnification any
otherwise be entitled, and the provisions of this Section 6.1 shall inure to the
benefit of the heirs and legal representatives of any person entitled to
indemnity under this Section 6.1 and shall be applicable to proceedings
commenced or continuing after the adoption of this Section 6.1, whether arising
from acts or omissions occurring before or after such adoption. In furtherance,
but not in limitation of the foregoing provisions, the following procedures,
presumptions and remedies shall apply with respect to advancement of expenses
and the right to indemnification under this Section 6.1.

            (a) Advancement of Expenses. All reasonable expenses incurred by or
on behalf of the indemnitee in connection with any proceeding shall be advanced
to the indemnitee by the corporation within 20 days after the receipt by the
corporation of a statement or statements from the indemnitee requesting such
advance or advances from time to time, whether prior to or after final
disposition of such proceeding, unless, prior to the expiration of such 20-day
period, the Board of Directors shall unanimously (except for the vote, if
applicable, of the indemnitee) determine that the indemnitee has no reasonable
likelihood of being entitled to indemnification pursuant to this Section 6.1.
Such statement or statements shall reasonably evidence the expenses incurred by
the indemnitee and, if required by law at the time of such advance, shall
include or be accompanied by an undertaking by or on behalf of the indemnitee to
repay the amounts advanced if it should ultimately be determined that the
indemnitee is not entitled to be indemnified against such expenses pursuant to
this Section 6.1.

            (b) Procedure for Determination of Entitlement to Indemnification.

                  (i) To obtain indemnification under this Section 6.1, an
indemnitee shall submit to the Secretary of the corporation a written request,
including such documentation and information as is reasonably available to the
indemnitee and reasonably necessary to determine whether and to what extent the
indemnitee is entitled to indemnification (the "Supporting Documentation"). The
determination of the indemnitee's entitlement to indemnification shall be made
not later than 60 days after receipt by the corporation of the written request
for indemnification together with the Supporting Documentation. The Secretary of
the corporation shall, promptly upon

                                      -13-


receipt of such a request for indemnification, advise the Board of Directors in
writing that the indemnitee has requested indemnification, whereupon the
corporation shall provide such indemnification, including without limitation
advancement of expenses, so long as the indemnitee is legally entitled thereto
in accordance with applicable law.

                  (ii) The indemnitee's entitlement to indemnification under
this Section 6.1 shall be determined in one of the following ways: (A) by a
majority vote of the Disinterested Directors (as hereinafter defined), if they
constitute a quorum of the Board of Directors; (B) by a written opinion of
Independent Counsel (as hereinafter defined) if (x) a Change of Control (as
hereinafter defined) shall have occurred and the indemnitee so requests or (y) a
quorum of the Board of Directors consisting of Disinterested Directors is not
obtainable or, even, if obtainable, a majority of such Disinterested Directors
so directs; (C) by the stockholders of the corporation (but only if a majority
of the Disinterested Directors, if they constitute a quorum of the Board of
Directors, presents the issue of entitlement to indemnification to the
stockholders for their determination); or (D) as provided in Paragraph (c)
below.

                  (iii) to the event the determination of entitlement to
indemnification is to be made by Independent Counsel pursuant to Paragraph
(b)(ii) above, a majority of the Disinterested Directors shall select the
Independent Counsel, but only an Independent Counsel to which the indemnitee
does not reasonably object; provided, however, that if a Change of Control shall
have occurred, the indemnitee shall select such Independent Counsel, but only an
Independent Counsel to which the Board of Directors does not reasonably object.

                  (iv) The only basis upon which a finding that indemnification
may not be made is that such indemnification is prohibited by law.

            (c) Presumptions and Effect of Certain Proceedings. Except as
otherwise expressly provided in this Section 6.1, if a Change of Control shall
have occurred, the indemnitee shall be presumed to be entitled to
indemnification under this Section 6.1 upon submission of a request for
Indemnification together with the Supporting Documentation in accordance with
Paragraph (b)(i), and thereafter the corporation shall have the burden of proof
to overcome that presumption in reaching a contrary determination. In any event,
if the person or persons empowered under Paragraph (b)(ii) above to determine
entitlement to indemnification shall not have been appointed or shall not have
made a determination within 60 days after receipt by the corporation of the
request therefor together with the Supporting Documentation, the indemnitee
shall be deemed to be entitled to indemnification and the indemnitee shall be
entitled to such indemnification unless (A) the indemnitee misrepresented or
failed to disclose a material fact in making the request for indemnification or
in the Supporting Documentation or (B) such indemnification is prohibited by
law. The termination of any proceeding described in this Section 6,1, or of any
claim, issue or matter therein, by judgment, order, settlement or conviction, or
upon plea of nolo contendere or its equivalent, shall not, of itself, adversely
affect the right of the indemnitee to indemnification or create a presumption
that the indemnitee did not act in good faith and in a manner which the
indemnitee reasonably believed to be in or not opposed to the best interests of
the corporation or, with respect to any criminal proceeding, that the indemnitee
had reasonable cause to believe that the indemnitee's conduct was unlawful.

                                      -14-


            (d) Remedies of Indemnitee.

                  (i) In the event that a determination is made pursuant to
Paragraph (b)(ii) that the indemnitee is not entitled to Indemnification under
this Section 6.1: (A) the indemnitee shall be entitled to seek an adjudication
of his entitlement to such indemnification either, at the indemnitee's sole
option, in (x) an appropriate court of the State of Delaware or any other court
of competent jurisdiction or (y) an arbitration to be conducted by a single
arbitrator pursuant to the rules of the American Arbitration Association; (B) my
such judicial proceeding or arbitration shall be de novo and the indemnitee
shall not be prejudiced by reason of such adverse determination; and (C) in any
such judicial proceeding or arbitration the corporation shall have the burden of
proving that the indemnitee is not entitled to indemnification under this
Section 6.1.

                  (ii) If a determination shall have been made or deemed to have
been made, pursuant to Paragraph (b)(ii) or (iii), that the indemnitee is
entitled to indemnification, the corporation shall be obligated to pay the
amounts constituting such indemnification within five days after such
determination has been made or deemed to have been made and shall be
conclusively bound by such determination unless (A) the indemnitee
misrepresented or failed to disclose a material fact in making the request for
indemnification or in the Supporting Documentation or (B) such indemnification
is prohibited by law. In the event that: (C) advancement of expenses is not
timely made pursuant to Paragraph (a); or (D) payment of indemnification is not
made within five days after a determination of entitlement to indemnification
has been made or deemed to have been made pursuant to Paragraph (b)(ii) or
(iii), the indemnitee shall be entitled to seek judicial enforcement of the
corporation's obligation to pay to the indemnitee such advancement of expenses
or indemnification. Notwithstanding the foregoing, the corporation may bring an
action, in an appropriate court in the State of Delaware or any other court of
competent jurisdiction, contesting the right of the indemnitee to receive
indemnification hereunder due to the occurrence of an event described in
subclause (A) or (B) of this clause (ii) (a "Disqualifying Event"); provided,
however, that in any such action the corporation shall have the burden of
proving the occurrence of such Disqualifying Event.

                  (iii) The corporation shall be precluded from asserting in any
judicial proceedings or arbitration commenced pursuant to this Paragraph (d)
that the procedures and presumptions of this Section 6.1 are not valid, binding
and enforceable and shall stipulate in any such court or before any such
arbitrator that the corporation is bound by all the provisions of this Section
6.1.

                  (iv) In the event that the indemnitee, pursuant to this
Paragraph (d), seeks a judicial adjudication of or as award in arbitration to
enforce his rights under, or to recover damages for breach of, this Section 6.1,
the indemnitee shall be entitled to recover from the corporation, and shall be
indemnified by the corporation against, any expenses actually and reasonably
incurred by the indemnitee if the indemnitee prevails in such judicial
adjudication or arbitration. If it shall be determined in such judicial
adjudication or arbitration that the indemnitee is entitled to receive part but
not all of the indemnification or advancement of expenses sought, the expenses
incurred by the indemnitee in connection with such judicial adjudication shall
be prorated accordingly.

                                      -15-


            (e) Definitions. For purposes of this Section 6.1:

                  (i) "Change in Control" means a change in control of the
corporation of a nature that would be required to be reported in response to
Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities
Exchange Act of 1934 (the "Act"), whether or not the corporation is then subject
to such reporting requirement; provided that, without limitation, such a change
in control shall be deemed to have occurred if (i) any "person" (as such term is
used in Sections 13(d) and 14(d) of the Act) is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Act), directly or indirectly, of
securities of the corporation representing 25% or more of the combined voting
power of the corporation's then outstanding securities without the prior
approval of at least a majority of the members of the Board of Directors in
office immediately prior to such acquisition; (ii) the corporation is a party to
a merger, consolidation, sale of assets or other reorganization, or a proxy
contest, as a consequence of which members of the Board of Directors in office
immediately prior to such transaction or event constitute less than a majority
of the Board of Directors thereafter, or (iii) during any period of two
consecutive years, individuals who at the beginning of such period constituted
the Board of Directors (including for this purpose any new director whose
election or nomination for election by the corporation's stockholders was
approved by a vote of at least a majority of the directors then still in office
who were directors at the beginning of such period) cease for any reason to
constitute at least a majority of the Board of Directors.

                  (ii) "Disinterested Director" means a director of the
corporation who is not a party to the proceeding in respect of which
indemnification is sought by the indemnitee.

                  (iii) "Independent Counsel" means a law firm or a member of a
law firm that neither presently is, nor in the past five years has been,
retained to represent: (A) the corporation or the indemnitee in any matter
material to either such party or (B) any other party to the proceeding giving
rise to a claim for indemnification, under this Section 6.1. Notwithstanding the
foregoing, the term "Independent Counsel" shall not include any person who,
under the applicable standards of professional conduct then prevailing under the
law of the State of Delaware, would have a conflict of interest in representing
either the corporation or the indemnitee in an action to determine the
indemnitee's rights under this Section 6.1.

            (f) Invalidity Severability; Interpretation. If any provision or
provisions of this Section 6.1 shall be held to be invalid, illegal or
unenforceable for any reason whatsoever: (a) the validity, legality and
enforceability of the remaining provisions of this Section 6,1 (including,
without limitation, all portions of any Paragraph of this Section 6.1 containing
any such provision held to be invalid, illegal or unenforceable, that are not
themselves invalid, illegal or unenforceable) shall not in any way be affected
or impaired thereby; and (b) to the fullest extent possible, the provisions of
this Section 6.1 (including, without limitation, all portions of any Paragraph
of this Section 6.1 containing any such provision held to be invalid, illegal or
unenforceable, that are not themselves invalid; illegal or unenforceable) shall
be construed so as to give effect to the intent manifested by the provision held
invalid, illegal or unenforceable. Reference herein to laws, regulations or
agencies shall be deemed to include all amendments thereof, substitutions
therefor and successors thereto.

                                      -16-


      6.2 Indemnification of Others. The corporation shall have the power, to
the extent and in the manner permitted by the General Corporation Law of
Delaware, to indemnify each of its employees and agents (other than directors
and officers) against expenses (including attorneys' fees), judgments, fines,
settlements, and other amounts actually and reasonably incurred in connection
with, any proceeding, arising by reason of the fact that such person is or was
an agent of tile corporation. For purposes of this Section 6.2, an "employee" or
"agent" of the corporation (other than a director or officer) includes any
person (a) who is or was an employee or agent of the corporation, (b) who is or
was serving at the request of the corporation as an employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, or (c) who
was an employee or agent of a corporation that was a predecessor corporation of
the corporation or of another enterprise at the request of such predecessor
corporation.

      6.3 Insurance. The corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under the provisions of the General Corporation Law of Delaware.

                            VII. RECORDS AND REPORTS

      7.1 Maintenance and Inspection of Records. The corporation shall, either
at its principal executive office or at such place or places as designated by
the board of directors, keep a record of its stockholders listing their names
and addresses and the number and class of shares held by each stockholder, a
copy of these bylaws as amended to date, accounting books, and other records.

      Any stockholder of record, in person or by attorney or other agent, shall,
upon written demand under oath stating the purpose thereof, have the right
during the usual hours for business to inspect for any proper purpose the
corporation's stock ledger, a list of its stockholders, and its other books and
records and to make copies or extracts therefrom. A proper purpose shall mean a
purpose reasonably related to such person's interest as a stockholder. In every
instance where an attorney or other agent is the person who seeks the right to
inspection, the demand under oath shall be accompanied by a power of attorney or
such other writing that authorizes the attorney or other agent to so act on
behalf of the stockholder. The demand under oath shall be directed to the
corporation at its registered office in Delaware or at its principal place of
business.

      Any records maintained by a corporation in the regular course of its
business, including its stock ledger, books of account, and minute books, may be
kept on, or by means of, or be in the form of, any information storage device or
method, provided that the records so kept can be converted into clearly legible
paper form within a reasonable time. Any corporation shall so convert any
records so kept upon the request of any person entitled to inspect such records
pursuant to any provision of the Certificate of Incorporation, these Bylaws or
the General Corporation Law of Delaware. When records are kept in such manner, a
clearly legible paper from or by means of the information storage device or
method shall be admissible in evidence, and accepted for all other purposes, to
the same

                                      -17-


extent as an original paper record of the same information would have been,
provided the paper form accurately portrays the record.

      7.2 Inspection by Directors. Any director shall have the right to examine
the corporation's stock ledger, a list of its stockholders, and its other books
and records for a purpose reasonably related to his position as a director. The
Court of Chancery is hereby vested with the exclusive jurisdiction to determine
whether a director is entitled to the inspection sought. The Court may summarily
order the corporation to permit the director to inspect any and all books and
records, the stock ledger, and the stock list and to make copies or extracts
therefrom. The Court may, in its discretion, prescribe any limitations or
conditions with reference to the inspection, or award such other and further
relief as the Court may deem just and proper.

      7.3 Annual Statement to Stockholders. The board of directors shall present
at each annual meeting, and at any special meeting of the stockholders when
called for by vote of the stockholders, a full and clear statement of the
business and condition of the corporation.

                             VIII. GENERAL MATTERS

      8.1 Checks. From time to time, the board of directors shall determine by
resolution which person or persons may sign or endorse all checks, drafts, other
orders for payment of money, notes or other evidences of indebtedness that are
issued in the name of or payable to the corporation, and only the persons so
authorized shall sip or endorse those instruments.

      8.2 Execution of Corporate Contracts and Instruments. The board of
directors, except as otherwise provided in these bylaws, may authorize any
officer or officers, or agent or agents, to enter into any contract or execute
any instrument in the name of and on behalf of the corporation; such authority
may be general or confined to specific instances. Unless so authorized or
ratified by the board of directors or within the agency power of an officer, no
officer, agent or employee shall have any power or authority to bind the
corporation by any contract or engagement or to pledge its credit or to render
it liable for any purpose or for any amount.

      8.3 Stock Certificates; Partly Paid Shares. The shares of a corporation,
shall be represented by certificates, provided that the board of directors of
the corporation may provide by resolution or resolutions that some or all of any
or all classes or series of its stock shall be uncertificated shares. Any such
resolution shall not apply to shares represented by a certificate until such
certificate is surrendered to the corporation. Notwithstanding the adoption of
such a resolution by the board of directors, every holder of stock represented
by certificates and upon request every holder of uncertificated shares shall be
entitled to have a certificate signed by, or in the name of the corporation by
the chairman or vice-chairman of the board of directors, or the president or
vice-president, and by the treasurer or an assistant treasurer, or the secretary
or an assistant secretary of such corporation representing the number of shares
registered in certificate form. Any or all of the signatures on the certificate
may be a facsimile. In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate has
ceased to be such officer, transfer agent or registrar before such certificate
is issued, it may be issued by the corporation with the same effect as if he
were such officer, transfer agent or registrar at the date of issue.

                                      -18-


      The corporation may issue the whole or any part of its shares as partly
paid and subject to call for the remainder of the consideration to be paid
therefor. Upon the face or back of each stock certificate issued to represent
any such partly paid shares, upon the books and records of the corporation in
the case of uncertificated partly paid shares, the total amount of the
consideration to be paid therefor and the amount paid thereon shall be stated.
Upon the declaration of any dividend on fully paid shares, the corporation shall
declare a dividend upon partly paid shares of the same class, but only upon the
basis of the percentage of the consideration actually paid thereon.

      8.4 Special Designation on Certificates. If the corporation is authorized
to issue more than one class of stock or more than one series of any class, then
the powers, the designations, the preferences, and the relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights shall be set forth in full or summarized on the face or back of the
certificate that the corporation shall issue to represent such class or series
of stock; provided, however, that, except as otherwise provided in Section 202
of the General Corporation Law of Delaware, in lieu of the foregoing
requirements there may be set forth on the face or back of the certificate that
the corporation shall issue to represent such class or series of stock a
statement that the corporation will furnish without charge to each stockholder
who so requests the powers, the designations, the preferences, and the relative,
participating, optional or other- special rights of each class of stock or
series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.

      8.5 Lost Certificates. Except as provided in this Section 8.5, no new
certificates for shares shall be issued to replace a previously issued
certificate unless the latter is surrendered to the corporation and cancelled at
the same time. The corporation may issue a new certificate of stock or
uncertificated shares in the place of any certificate theretofore issued by it,
alleged to have been lost, stolen or destroyed, and the corporation may require
the owner of the lost, stolen or destroyed certificate, or his legal
representative, to give the corporation a bond sufficient to indemnify it
against any claim that may be made against it on account of the alleged loss,
theft or destruction of any such certificate or the issuance of such new
certificate or uncertificated shares.

      8.6 Construction; Definitions. Unless the context requires otherwise, the
general provisions, rules of construction, and definitions in the Delaware
General Corporation Law shall govern the construction of these bylaws. Without
limiting the generality of this provision, the singular number includes the
plural, the plural number includes the singular, and the term "person" includes
both a corporation and a natural person.

      8.7 Dividends. The directors of the corporation, subject to any
restrictions contained in the certificate of incorporation, may declare and pay
dividends upon the shares of its capital stock pursuant to the General
Corporation Law of Delaware. Dividends may be paid in cash, in property, or is
shares of the corporation's capital stock.

      The directors of the corporation may set apart out of any of the funds of
the corporation available for dividends a reserve or reserves for any proper
purpose and may abolish any such reserve. Such purposes shall include but not be
limited to equalizing dividends, repairing or maintaining any property of the
corporation, and meeting contingencies.

                                      -19-


      8.8 Fiscal Year. The fiscal year of the corporation shall be fixed by
resolution of the board of directors and may be changed by the board of
directors.

      8.9 Seal. The corporation may adopt a corporate seal which may be altered
as desired, and may use the same by causing it or a facsimile thereof, to be
impressed or affixed or in any other manner reproduced.

      8.10 Transfer of Stock. Upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate, and record the
transaction in its books.

      8.11 Stock Transfer Agreements and Restrictions. The corporation shall
have power to enter into and perform any agreement with any number of
stockholders of any one or more classes of stock of the corporation to restrict
the transfer of shares of stock of the corporation of any one or more classes
owned by such stockholders in any manner not prohibited by the General
Corporation Law of Delaware.

      8.12 Electronic Transmission. For purposes of these Bylaws, "electronic
transmission" means any form of communication, not directly involving the
physical transmission of paper, that creates a record that may be retained,
retrieved, and reviewed by a recipient thereof, and that may be directly
reproduced in paper form by such a recipient through an automated process.

                                 IX. AMENDMENTS

      Subject to the requirements set forth in the certificate of incorporation,
the original or other bylaws of the corporation may be adopted, amended or
repealed by the stockholders, by the affirmative vote of the holders of a
majority of the voting power of all of the then outstanding shares of the
capital stock of the corporation (considered for this purpose as one class);
provided, however, that the corporation may, in its certificate of
incorporation, confer the power to adopt, amend or repeal bylaws upon the
directors. The fact that such power has been as conferred upon the directors
shall not divest the stockholders of the power, nor limit their power to adopt,
amend or repeal bylaws.

                                 X. DISSOLUTION

      If it should be deemed advisable in the judgment of the board of directors
of the corporation that the corporation should be dissolved, the board, after
the adoption of a resolution to that effect by a majority of the whole board at
any meeting called for that purpose, shall cause notice to be mailed to each
stockholder entitled to vote thereon of the adoption of the resolution and of a
meeting of stockholders to take action upon the resolution.

      At the meeting a vote shall be taken for and against the proposed
dissolution. If holders of a majority of the voting power of the outstanding
capital stock of the corporation entitled to vote thereon votes for the proposed
dissolution, then a certificate stating that the dissolution has been authorized
in accordance with the provisions of Section 275 of the General Corporation Law
of
                                      -20-


Delaware and setting forth the names and residences of the directors and
officers shall be executed, acknowledged, and filed and shall become effective
in accordance with Section 103 of the General Corporation Law of
Delaware. Upon such certificate's becoming effective in accordance with Section
103 of the General Corporation Law of Delaware, the corporation shall be
dissolved.

      Whenever all the stockholders entitled to vole on a dissolution consent in
writing, either in person or by duly authorized attorney, to a dissolution, no
meeting of directors or stockholders shall be necessary. The consent shall be
filed and shall become effective in accordance with Section 103 of the General
Corporation Law of Delaware. Upon such consent's becoming effective in
accordance with Section 103 of the General Corporation Law of Delaware, the
corporation shall be dissolved. If the consent is signed by an attorney, then
the original power of attorney or a photocopy thereof shall be attached to and
filed with the consent. The consent filed with the Secretary of State shall have
attached to it the affidavit of the secretary or some other officer of the
corporation stating that the consent has been signed by or on behalf of all the
stockholders entitled to vote on a dissolution; in addition, there shall be
attached to the consent a certification by the secretary or some other officer
of the corporation setting forth the names and residences of the directors and
officers of the corporation.

                                      -21-

                                                                   EXHIBIT 3.2.2

                                     BYLAWS

                                       OF

                            UNITIVE ELECTRONICS, INC.

                                    ARTICLE I
                                     OFFICES

      Section 1.1 Principal Office. The principal office of the Corporation
shall be located at such place, within or without the State of North Carolina,
as shall be determined from time to time by the Board of Directors and as shall
have been so designated most recently in the annual report of the Corporation or
amendment thereto, filed with the North Carolina Secretary of State pursuant to
the North Carolina Business Corporation Act (the "Act").

      Section 1.2 Registered Office. The Corporation shall maintain a registered
office in the State of North Carolina as required by law, which may be, but need
not be, identical with the principal office.

      Section 1.3 Other Offices. The Corporation may have offices at such other
places, either within or without the State of North Carolina, as the Board of
Directors may from time to time determine, or as the affairs of the Corporation
may require.

                                   ARTICLE II
                            MEETINGS OF SHAREHOLDERS

      Section 2.1 Place of Meetings. All meetings of shareholders shall be held
at the principal office of the Corporation, or at such other place, either
within or without the State of North Carolina, as shall be designated by the
Board of Directors or the Chairman of the Board of the Corporation.

      Section 2.2 Annual Meetings. The annual meeting of the shareholders shall
be held each year at such date and time as shall be designated by the Board of
Directors or the Chairman of the Board of the Corporation, for the purpose of
electing directors of the Corporation and for the transaction of such other
business as may be properly brought before the meeting.

      Section 2.3 Substitute Annual Meetings. If the annual meeting shall not be
held on the day provided for by these Bylaws, a substitute annual meeting may be
called in accordance with the provisions of Section 2.4. A meeting so called
shall be designated and treated for all purposes as the annual meeting.

      Section 2.4 Special Meetings. Special meetings of the shareholders may be
called at any time by or at the request of the Chairman of the Board or the
Board of Directors. Unless the Corporation is a "public corporation" (as defined
in the Act), a special meeting of the shareholders shall also be called upon the
written demand or demands of the holders of at least 10% of all votes



entitled to be cast on any issue proposed to be considered at such meeting
pursuant to such demand or demands, provided such demand or demands describe the
purpose or purposes for which said special meeting is to be held and are signed,
dated and delivered to the Secretary of the Corporation. A special meeting
called at the demand of shareholders shall be held within 30 days after the date
of receipt by the Secretary of the demand or demands requiring the call of such
special meeting.

      Section 2.5 Notice of Meetings. Written or printed notice stating the
date, time and place of the meeting shall be given not less than 10 nor more
than 60 days before the date thereof, either personally or by mail, at the
direction of the person or persons calling the meeting, to each shareholder
entitled to vote at such meeting and each other shareholder entitled to notice
pursuant to the Articles of Incorporation or applicable law.

      In the case of a special meeting, the notice of meeting shall specifically
state the purpose or purposes for which the meeting is called. In the case of an
annual meeting, the notice of meeting need not specifically state the purpose or
purposes thereof or the business to be transacted thereat unless such statement
is expressly required by the provisions of these Bylaws or by applicable law.

      If a meeting is adjourned for more than 120 days after the date fixed for
the original meeting, or if a new record date is fixed for the adjourned
meeting, or if the date, time and place for the adjourned meeting is not
announced prior to adjournment, then notice of the adjourned meeting shall be
given as in the case of an original meeting; otherwise, it is not necessary to
give any notice of the adjourned meeting other than by announcement at the
meeting at which the adjournment is taken.

      A shareholder's attendance at a meeting constitutes a waiver by such
shareholder of (a) objection to lack of notice or defective notice of the
meeting, unless the shareholder at the beginning of the meeting objects to
holding the meeting or transacting business at the meeting and (b) objection to
consideration of a particular matter at the meeting that is not within the
purpose or purposes described in the notice of the meeting, unless the
shareholder objects to considering the matter before it is voted upon.

      Section 2.6 Record Date. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or in order to make a determination of shareholders for any
other proper purpose, the Board of Directors may fix in advance a date as the
record date for any such determination of shareholders, such record date in any
case to be not more than 70 days immediately preceding the date of the meeting
or the date on which the particular action, requiring such determination of
shareholders, is to be taken.

      If no record date is fixed for the determination of shareholders entitled
to notice of or to vote at a meeting of shareholders, the close of business on
the day before the date on which notice of the meeting is first mailed to
shareholders shall be the record date for such determination of shareholders.

      A determination of shareholders entitled to notice of or to vote at a
shareholders' meeting is effective for any adjournment of the meeting unless the
Board of Directors fixes a new record date for the adjourned meeting, which it
must do if the meeting is adjourned to a date more than 120 days after the date
fixed for the original meeting.

                                      -2-


      Section 2.7 Shareholders' List. Not later than two business days after the
date notice of a meeting of shareholders is first given, the Secretary or other
officer or person having charge of the stock transfer books of the Corporation
shall prepare an alphabetical list of the shareholders entitled to notice of
such meeting, with the address of and number of shares held by each shareholder,
which list shall be kept on file at the principal office of the Corporation (or
such other place in the city where the meeting is to be held as maybe identified
in the notice of the meeting) for the period commencing two business days after
notice of the meeting is first given and continuing through such meeting, and
which list shall be available for inspection by any shareholder, or his or her
agent or attorney, upon his or her demand, at any time during regular business
hours. This list shall also be produced and kept open at the time and place of
the meeting and shall be subject to inspection by any shareholder, or his or her
agent or attorney, during the whole time of the meeting and any adjournment
thereof.

      Section 2.8 Quorum. The holders of a majority of shares entitled to vote
at a shareholders meeting, present in person or represented by proxy, shall
constitute a quorum at such all meeting of shareholders for purposes of acting
on any matter for which action by the shareholders is required. If there is no
quorum at the opening of a meeting of shareholders, such meeting may be
adjourned from time to time by the vote of a majority of the votes cast on the
motion to adjourn; and, at any adjourned meeting at which a quorum is present,
any business may be transacted which might have been transacted at the original
meeting.

      Once a share is represented for any purpose at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting and for any
adjournment thereof unless a new record date is or must be set for that
adjourned meeting.

      Section 2.9 Organization. Each meeting of shareholders shall be presided
over by the Chairman of the Board, or, in the absence or at the request of the
Chairman of the Board, by such other officer as the Chairman of the Board or the
Board of Directors may designate, or in their absence and in the absence of such
designation, by any person selected to preside by plurality vote of the shares
represented and entitled to vote at the meeting, with each share having the same
number of votes to which it would be entitled on any other matter on which all
shares represented and entitled to vote at the meeting would be entitled to
vote. The Secretary, or in the absence or at the request of the Secretary, any
person designated by the person presiding at the meeting, shall act as secretary
of the meeting.

      Section 2.10 Voting of Shares. Except as otherwise provided in the
Articles of Incorporation, each outstanding share having the right to vote on a
matter or matters submitted to a vote at a meeting of shareholders shall be
entitled to one vote on each such matter. A shareholder may vote in person or by
proxy.

      Except in the election of directors (as provided in Section 3.4), if a
quorum exists, action on a matter by the shareholders entitled to vote on the
matter is approved by such shareholders if the votes cast favoring the action
exceed the votes cast opposing the action, unless a greater number of
affirmative votes is required by law or the Articles of Incorporation or a Bylaw
adopted by the shareholders.

                                      -3-


      Voting on all matters including the election of directors shall be by
voice vote or by a show of hands unless, as to any matter, the holders of shares
entitled to at least 25% of the votes of shares represented at the meeting and
entitled to vote on that matter shall demand, prior to the voting on such
matter, a ballot vote on such matter.

      Section 2.11 Action Without Meeting. Any action required or permitted to
be taken at a meeting of the shareholders may be taken without a meeting if one
or more written consents, setting forth the action so taken, shall be signed by
all of the persons who would be entitled to vote upon such action at a meeting,
whether before or after the action so taken, and delivered to the Corporation to
be included in the corporate minute book or filed with the corporate records.
Such consent has the same effect as a meeting vote and may be described as such
in any document.

                                   ARTICLE III
                                    DIRECTORS

      Section 3.1 General Powers. All corporate powers of the Corporation shall
be exercised by or under the authority of, and the business and affairs of the
Corporation shall be managed under the direction of, the Board of Directors.

      Section 3.2 Number, Term and Qualification. The number of directors of the
Corporation shall be not less than one (1) nor more than seven (7). The number
of directors may be increased or decreased only by the shareholders. An election
of all Directors by the shareholders shall be held at each annual meeting of the
Corporation's shareholders. The Director shall hold office until his successor
shall have been duly elected and qualified, or until his earlier removal,
resignation, death, or incapacity.

      Directors need not be residents of the State of North Carolina or
shareholders of the Corporation.

      Section 3.3 Election of Directors. Except as provided in Section 3.5,
directors shall be elected at the annual meeting of shareholders. Directors
shall be elected by a plurality of the votes cast by the shares entitled to vote
in the election of directors. Except as provided in the Articles of
Incorporation or required by applicable law, shareholders have no right to
cumulate their votes for directors.

      Section 3.4 Removal. Except as otherwise provided in the Articles of
Incorporation or by applicable law, a director may be removed from office at any
time with or without cause by a vote of the holders of a majority of the shares
of the Corporation's voting stock. Any Director may be removed from office with
cause by a majority vote of the Board of Directors at a meeting at which only
the removal and replacement of the Director or Directors in question shall be
considered.

      Section 3.5 Vacancies. A vacancy occurring in the Board of Directors,
including positions not filled by the shareholders or those resulting from an
increase in the number of Directors, may be filled by a majority of the
remaining Directors, though less than a quorum, or by the sole remaining
director. The shareholders may elect a director at any time to fill any vacancy
not filled by the Directors.

                                      -4-


      Section 3.6 Compensation. The Board of Directors, in its discretion, may
compensate directors for their services as such and may provide for the payment
of all expenses reasonably incurred by directors in attending meetings of the
Board or of any Committee or in the performance of their other duties as
directors. Nothing herein contained, however, shall be construed to preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor.

      Section 3.7 Committees. The Board of Directors may by resolution designate
and delegate authority to an Executive Committee and other committees with such
authority as may be permitted by the Act. Special meetings of any committee may
be called at any time by any Director who is a member of the committee or by any
person entitled to call a special meeting of the full Board of Directors. Except
as otherwise provided in the section, the conduct of all meetings of any
committee, including notice thereof, shall be governed by Sections 4.1 through
4.8 of this Article.

                                   ARTICLE IV
                              MEETINGS OF DIRECTORS

      Section 4.1 Regular Meetings. A regular annual meeting of the Board of
Directors shall be held immediately after, and at the same place as, the annual
meeting or substitute annual meeting of shareholders. In addition, the Board of
Directors may provide the time and place, either within or without the State of
North Carolina, for the holding of additional regular meetings.

      Section 4.2 Special Meetings. Special meetings of the Board of Directors
may be called by or at the request of the Chairman of the Board (if there shall
be a person holding such office), the Chief Executive Officer or any two
directors. Such meetings may be held either within or without the State of North
Carolina.

      Section 4.3 Notice of Meetings. Regular meetings of the Board of Directors
may be held without notice.

      The person or persons calling a special meeting of the Board of Directors
shall give notice of the meeting to the directors by any usual means of
communication. If such notice is given to a director in writing by mail, it
shall be mailed, correctly addressed to such director with postage prepaid, no
later than seven days prior to the date of the meeting. If such notice is given
to a director in writing otherwise than by mail, it shall be given so that it is
received by such director no later than two days prior to the meeting. If such
notice is given orally to a director, it shall be communicated orally to such
director no later than two days prior to the meeting, Delivery or completion of
transmission of written notice to the address of a director shall be deemed
receipt by such director, and any such written notice given to a director by
mail that is not timely mailed shall nevertheless be valid and effective if so
received by such director no later than two days prior to the date of the
meeting. The person or persons giving such notice may conclusively presume that
the address of a director to which such notice is to be directed is the business
address of such director appearing in the Corporation's most current annual
report to the North Carolina Secretary of State, unless prior to the sending of
such notice such director has given such person or persons notice of a different
address to which notices to such director should be directed.

                                      -5-


      A director's attendance at or participation in a meeting shall constitute
a waiver by such director of notice of such meeting, unless the director at the
beginning of the meeting (or promptly upon his or her arrival) objects to
holding the meeting or to the transaction of business at the meeting and does
not thereafter vote in favor of or assent to action taken at the meeting.

      Section 4.4 Quorum. A majority of the number of directors fixed or
prescribed by these Bylaws shall be required for, and shall constitute, a quorum
for the transaction of business at any meeting of the Board of Directors.

      Section 4.5 Manner of Acting. Except as otherwise provided in these Bylaws
or required by applicable law, the affirmative vote of a majority of the
directors present at a meeting of the Board of Directors shall be the act of the
Board of Directors, if a quorum is present when the vote is taken.

      Section 4.6 Organization. Each meeting of the Board of Directors shall be
presided over by the Chairman of the Board (if there shall be a person holding
such office), or, in the absence or at the request of the Chairman of the Board,
by any person selected to preside by vote of a majority of the directors
present. The Secretary, or in the absence or at the request of the Secretary,
any person designated by the person presiding at the meeting, shall act as
secretary of the meeting.

      Section 4.7 Action Without Meeting. Action required or permitted to be
taken by the Board of Directors or a Committee at a meeting may be taken without
a meeting if one or more written consents describing the action taken are signed
by each of the directors or members of the Committee, as the case may be,
whether before or after the action so taken, and filed with the corporate
records or the minutes of the proceedings of the Board or Committee. Action so
taken is effective when the last director or Committee member signs such
consent, unless the consent specifies a different effective date. Such consent
has the effect of a meeting vote and may be described as such in any document.

      Section 4.8 Participation by Conference Telephone. Any one or more
directors or members of a Committee may participate in a meeting of the Board of
Directors or Committee by means of a conference telephone or similar
communications device that allows all directors participating in the meeting to
simultaneously hear each other during the meeting, and such participation in a
meeting shall be deemed presence in person at such meeting.

                                    ARTICLE V
                                    OFFICERS

      Section 5.1 General. The officers of the Corporation shall consist of a
Chief Executive Officer (who may also be the President, as provided in these
Bylaws), a President, a Secretary and a Treasurer, and may also include a
Chairman of the Board, a Chief Operating Officer, and such Vice Presidents,
Assistant Secretaries, Assistant Treasurers and other officers as may be
appointed by the Board of Directors or otherwise provided in these Bylaws. Any
two or more offices may be simultaneously held by the same person, but no person
may act in more than one capacity where action of two or more officers is
required and the Chief Executive Officer, may not also serve as

                                      -6-


Chairman of the Board. The title of any officer may include any additional
designation descriptive of such officer's duties as the Board of Directors may
prescribe.

      Section 5.2 Appointment and Term. The officers of the Corporation shall be
appointed from time to time by the Board of Directors; provided, that the Board
of Directors may authorize a duly appointed officer to appoint one or more other
officers or assistant officers, other than appointment of the Chief Executive
Officer, the Chairman of the Board, the President or the Chief Operating
Officer. Each officer shall serve as such at the pleasure of the Board of
Directors.

      Section 5.3 Removal. Any officer may be removed by the Board of Directors
at any time with or without cause; but such removal shall not itself affect the
contract rights, if any, of the person so removed.

      Section 5.4 Compensation. The compensation of all officers of the
Corporation shall be fixed by, or in the manner prescribed by, the Board of
Directors.

      Section 5.5 Chief Executive Officer. Subject to the direction and control
of the Board of Directors, the Chief Executive Officer shall supervise and
control the management of the Corporation and shall have such duties and
authority as are normally incident to the position of chief executive officer of
a corporation and such other duties and authority as may be prescribed from time
to time by the Board of Directors or as are provided for elsewhere in these
Bylaws. The Chief Executive Officer may also, but need not, be the President of
the Corporation, but may not also be the Chairman of the Board.

      Section 5.6 Chairman of the Board. The Board of Directors may, but need
not, appoint from among its members an officer designated as the Chairman of the
Board. The Chairman of the Board may not also be the Chief Executive Officer or
the President of the Corporation. If there is a Chairman of the Board, then the
Chairman of the Board shall, when present, preside over meetings of the Board of
Directors and shall have such other duties and authority as may be prescribed
from time to time by the Board of Directors or as are provided for elsewhere in
these Bylaws.

      Section 5.7 Chief Operating Officer. If the President is the Chief
Executive Officer, then the President shall also serve, as the Chief Operating
Officer unless the Board of Directors shall designate some other officer of the
Corporation as the Chief Operating Officer. Subject to the direction and control
of the Chief Executive Officer and the Board of Directors, the Chief Operating
Officer shall supervise and control the operations of the Corporation, shall
have such duties and authority as are normally incident to the position of chief
operating officer of a corporation and such other duties as may be prescribed
from time to time by the Chief Executive Officer or the Board of Directors, and,
in the absence or disability of the Chief Executive Officer, shall have the
authority and perform the duties of the Chief Executive Officer.

      Section 5.8 President. The President may also, but need not, be the Chief
Executive Officer or the Chief Operating Officer of the Corporation and shall
have all of the duties and authority of any such office if so appointed. If the
President shall be the Chief Executive Officer and no other officer shall have
been designated by the Board of Directors as the Chief Operating Officer, then
the President shall also have all of the duties and authority of the Chief
Operating Officer.

                                      -7-


Subject to the above provisions in this Section 5.8, the President shall also
have such other duties and authority as may be prescribed from time to time by
the Board of Directors.

      Section 5.9 Vice President. The Vice President, and if there be more than
one, the Executive Vice President or other Vice President designated by the
Board of Directors, shall, in the absence or disability of the President, have
the authority and perform the duties of said office (including the duties and
authority of the President as either Chief Executive Officer or Chief Operating
Officer or both, if the President serves as such). In addition, each Vice
President shall perform such other duties and have such other powers as are
normally incident to the office of Vice President or as shall be prescribed by
the Chief Executive Officer or the Board of Directors.

      Section 5.10 Secretary. The Secretary shall have the responsibility and
authority to maintain and authenticate the records of the Corporation; shall
keep, or cause to be kept, accurate records of the acts and proceedings of all
meetings of shareholders, directors and Committees; shall give, or cause to be
given, all notices required by law and by these Bylaws; shall have general
charge of the corporate books and records and of the corporate seal, and shall
affix the corporate seal to any lawfully executed instrument requiring it; shall
have general charge of the stock transfer books of the Corporation and shall
keep, or cause to be kept, all records of shareholders as are required by
applicable law or these Bylaws; shall sign such instruments as may require the
signature of the Secretary; and, in general, shall perform all duties incident
to the office of Secretary and such other duties as may be assigned to him or
her from time to time by the Chief Executive Officer, the Chief Operating
Officer, or the Board of Directors.

      Section 5.11 Treasurer. The Treasurer shall have custody of all funds and
securities belonging to the Corporation and shall receive, deposit or disburse
the same under the direction of the Board of Directors; shall keep, or cause to
be kept, full and accurate accounts of the finances of the Corporation in books
especially provided for that purpose, and shall generally have charge over the
Corporation's accounting and financial records; shall cause a true statement of
its assets and liabilities as of the close of each fiscal year, and of the
results of its operations and of cash flows for such fiscal year, all in
reasonable detail, including particulars as to convertible securities then
outstanding, to be made as soon as practicable after the end of such fiscal
year. The Treasurer shall also prepare and file, or cause to be prepared and
filed, all reports and returns required by Federal, State or local law and shall
generally perform all other duties incident to the office of Treasurer and such
other duties as may be assigned to him or her from time to time by the Chief
Executive Officer, the Chief Operating Officer or the Board of Directors.

      Section 5.12 Assistant Secretaries and Assistant Treasurers. The Assistant
Secretaries and Assistant Treasurers, if any, shall, in the absence or
disability of the Secretary or the Treasurer, respectively, have all the powers
and perform all of the duties of those offices, and they shall in general
perform such other duties as shall be assigned to them by the Secretary or the
Treasurer, respectively, or by the Chief Executive Officer, the Chief Operating
Officer or the Board of Directors.

                                      -8-


                                   ARTICLE VI
                          CONTRACTS, LOANS AND DEPOSITS

      Section 6.1 Contracts. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
document or instrument on behalf of the Corporation, and such authority may be
general or confined to specific instances. Any resolution of the Board of
Directors authorizing the execution of documents by the proper officers of the
Corporation or by the officers generally and not specifying particular officers
shall be deemed to authorize such execution by the Chief Executive Officer, the
Chief Operating Officer, the Chairman of the Board, the President, or any Vice
President, or by any other officer if such execution is within the scope of the
duties and of such other office. The Board of Directors may by resolution
authorize such execution by means of one or more facsimile signatures.

      Section 6.2 Loans. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name unless
authorized by the Board of Directors. Such authority may be general or confined
to specific instances.

      Section 6.3 Checks and Drafts. All checks, drafts or other orders for the
payment of money issued in the name of the Corporation shall be signed by such
officer or officers, agent or agents of the Corporation, and in such manner, as
shall from time to time be determined by resolution of the Board of Directors.

      Section 6.4 Deposits. All funds of the Corporation not otherwise employed
or invested shall be deposited from time to time to the credit of the
Corporation in such depositories as the Board of Directors direct.

                                   ARTICLE VII
                               SHARE CERTIFICATES

      Section 7.1 Certificates for Shares. Certificates representing shares of
the Corporation shall be issued, in such form as the Board of Directors shall
determine, to every shareholder for the fully paid shares owned by him. These
certificates shall be signed by the Chief Executive Officer, the Chief Operating
Officer, the Chairman of the Board, the President or a Vice President and by the
Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer,
either manually or in facsimile (provided that certificates bearing facsimile
signatures of both officers shall be manually countersigned by a registrar,
transfer agent or other authenticating agent). Such certificates shall be
consecutively numbered or otherwise identified; and the name and address of the
persons to whom they are issued, with the number of shares and the date of
issue, shall be entered on the stock transfer books of the Corporation.

      Section 7.2 Transfer of Shares. Transfer of shares represented by
certificates shall be made on the stock transfer books of the Corporation only
upon the surrender of the certificates for the shares sought to be transferred
by the record holder thereof or by his or her duly authorized agent, transferee
or legal representative, or as otherwise provided by applicable law. All
certificates surrendered for transfer shall be canceled before new certificates
for the transferred shares shall be issued.

                                      -9-


      Section 7.3 Lost Certificates. The Board of Directors may authorize the
issuance of a new share certificate in place of a certificate claimed to have
been lost, destroyed or wrongfully taken, upon receipt of an affidavit of such
fact from the person claiming the loss or destruction. When authorizing such
issuance of a new certificate, the Board may require the claimant to give the
Corporation a bond in such sum and with such sureties as it may direct to
indemnify the Corporation against loss from any claim with respect to the
certificate claimed to have been lost, destroyed or wrongfully taken; or the
Board may, by resolution reciting that the circumstances justify such action,
authorize the issuance of the new certificate without requiring such a bond with
respect to a certificate claimed to have been lost or destroyed. Any such
authorization by the Board of Directors may be general or confined to specific
instances. Nothing herein shall require the Board of Directors to authorize the
issuance of any such replacement certificate under any circumstances in which
the Corporation is not required to issue such certificate, this provision being
permissive and not mandatory.

                                  ARTICLE VIII
                               RECORDS AND REPORTS

      Section 8.1 General. The Corporation shall keep all records and submit and
file all reports and filings as are required by applicable law. Unless the Board
of Directors otherwise directs, the Treasurer shall be responsible for keeping,
or causing to be kept, all financial and accounting records of the Corporation
and for submitting or filing, or causing to be submitted or filed, all reports
and filings of a financial or accounting nature, and the Secretary shall be
responsible for keeping, or causing to be kept, all other records and for
submitting or filing, or causing to be submitted or filed, all other reports and
filings.

      The Corporation shall keep as permanent records minutes of all meetings of
its incorporators, shareholders and Board of Directors, a record of all actions
taken by the shareholders or Board of Directors without a meeting, and a record
of all actions taken by Committees of the Board of Directors. The Corporation
shall maintain appropriate accounting records. The Corporation or its agent
shall maintain a record of its shareholders, in a form that permits preparation
of a list of the names and addresses of all shareholders, in alphabetical order
by class of shares showing the number and class of shares held by each. The
Corporation shall maintain its records in written form or in another form
capable of conversion into written form within a reasonable time.

      Section 8.2 Records at Principal Office. The Corporation shall keep a copy
of the following records at the Corporation's principal office: (a) its Articles
or restated Articles of Incorporation and all amendments to them currently in
effect; (b) its Bylaws or restated Bylaws and all amendments to them currently
in effect; (c) resolutions adopted by the Board of Directors creating one or
more classes or series of shares, and fixing their relative rights, preferences,
and limitations, if shares issued pursuant to those resolutions are outstanding;
(d) the minutes of all shareholders' meetings, and records of all action taken
by shareholders without a meeting, for the past three years; (e) all written
communications to shareholders generally within the past three years and the
financial statements required by law to be made available to the shareholders
for the past three years; (f) a list of the names and business addresses of its
current directors and officers; and (g) its most recent annual report delivered
to the North Carolina Secretary of State pursuant to the Act.

                                      -10-


      Section 8.3 Financial Statements. The Corporation shall make available to
its shareholders annual financial statements, which may be consolidated or
combined statements of the Corporation and one or more of its subsidiaries, as
appropriate, that include a balance sheet as of the end of the fiscal year, an
income statement for that year, and a statement of cash flows for the year
unless that information appears elsewhere in the financial statements. If
financial statements are prepared for the Corporation on the basis of generally
accepted accounting principles, the annual financial statements shall also be
prepared on that basis.

      If the annual financial statements are reported upon by a public
accountant, such accountant's report shall accompany them. If not, the
statements shall be accompanied by a statement of the President or the Treasurer
or other person responsible for the Corporation's accounting records (a) stating
his or her reasonable belief whether the statements were prepared on the basis
of generally accepted accounting principles and, if not, describing the basis of
preparation and (b) describing any respects in which the statements were not
prepared on a basis of accounting consistent with the statements prepared for
the preceding year.

      The Corporation shall mail the annual financial statements, or a written
notice of their availability, to each shareholder within 120 days after the
close of each fiscal year; provided that the failure of the Corporation to
comply with this requirement shall not constitute the basis for any claim of
damages by any shareholder unless such failure was in bad faith. Thereafter, on
written request from a shareholder who was not mailed the statements, the
Corporation shall mail such shareholder the latest financial statements.

      Section 8.4 Other Reports to Shareholders. If the Corporation is not a
"public corporation" and it indemnifies or advances expenses to a director in
connection with a proceeding by or in the right of the Corporation, the
Corporation shall report the indemnification or advance in writing to the
shareholders with or before notice of the next shareholders' meeting.

      If the Corporation is not a "public corporation" and it issues or
authorizes the issuance of shares for promissory notes or for promises to render
services in the future, other than in a transaction or pursuant to a plan
previously approved by a majority of the shares entitled to vote thereon, the
Corporation shall report in writing to the shareholders the number of shares
authorized or issued, and the consideration received by the Corporation, with or
before the notice of the next shareholders' meeting.

      Section 8.5 Annual Report. The Corporation shall prepare and deliver to
the North Carolina Secretary of State for filing each year the annual report
required by the Act. Such annual report shall be filed each year within 60 days
after the end of the month in which the Corporation was incorporated, or at such
other time as is then required by applicable law. The Corporation may, and when
required by law shall, file all necessary or appropriate corrections and
amendments to such annual report, and shall promptly file an amendment to its
annual report to reflect any change in the location of the principal office of
the Corporation.

                                      -11-


                                   ARTICLE IX
                                 INDEMNIFICATION

      Section 9.1 Right to Indemnification. Each person who was or is a party or
is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative and whether
formal or informal (hereinafter, a "proceeding" and including without
limitation, a proceeding brought by or on behalf of the Corporation itself), by
reason that he is or was a Director or officer of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, partner,
trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise, or as a trustee or
administrator under an employee benefit plan, whether the basis of such
proceeding is alleged action in an official capacity as a Director or officer or
in any other capacity while serving as a director, officer, partner, trustee,
employee, agent, trustee or administrator, shall be indemnified and held
harmless by the Corporation to the fullest extent authorized by the Act as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to provide
broader indemnification rights than the Act permitted the Corporation to provide
prior to such amendment) against all expense, liability and loss (including
attorneys' fees, judgments, fines, excise taxes or penalties and amounts paid or
to be paid in settlement) reasonably incurred or suffered by such person in
connection therewith, and such indemnification shall continue as to a person who
has ceased to serve in the capacity that initially entitled such person to
indemnification hereunder and shall inure to the benefit of his heirs, executors
and administrators; provided, however, that the Corporation shall indemnify any
such person seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation. The right to
indemnification conferred in this Article IX shall be a contract right and shall
include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition; provided,
however, that, if the Act so requires, the payment of expenses incurred by a
Director or officer in his capacity as a director or officer (and not in any
other capacity in which service was or is rendered by such person while a
director or officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of a proceeding shall be made
only upon delivery to the Corporation of an undertaking, by or on behalf of such
Director or officer, to repay all amounts so advanced if it shall ultimately be
determined that the Director or officer is not entitled to be indemnified under
this Section or otherwise.

      Section 9.2 Right of Claimant to Bring Suit. If a claim under Section 9.1
hereof is not paid in full by the Corporation within ninety (90) days after a
written claim has been received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant shall be entitled
to be paid also the expense of prosecuting such claim. It shall be a defense to
any such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking, if any is required, has been tendered to the
Corporation) that the claimant has not met the standards of conduct which make
it permissible under the Act for the Corporation to indemnify the claimant for
the amount claimed, but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, or its shareholders) to have made a
determination

                                      -12-


prior to the commencement of such action that indemnification of the claimant is
proper in the circumstances because he has met the applicable standard of
conduct set forth in the Act, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel, or its
shareholders) that the claimant has not met the applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.

      Section 9.3 Nonexclusivity of Rights. The right to indemnification and the
advancement and payment of expenses conferred in this Article IX shall not be
exclusive of any other right which any person may have or hereafter acquire
under any law (common or statutory), the Corporation's Articles of
Incorporation, these Bylaws, any agreement, the vote of shareholders or
disinterested Directors or otherwise.

      Section 9.4 Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any person who is or was serving as a Director,
officer, employee or agent of the Corporation or is or was serving at the
request of the Corporation as a director, officer, partner, trustee, employee or
agent of another foreign or domestic corporation, partnership, joint venture,
trust or other enterprise or trustee or administrator under an employee benefit
plan against any liability asserted against and incurred by that person in any
such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify that person against such liability
under the Act.

      Section 9.5 Savings Clause. If this Article IX or any portion hereof shall
be invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify and hold harmless each Director and
officer of the Corporation, as to costs, charges and expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement with respect
to any action, suit or proceeding, whether civil, criminal, administrative or
investigative to the full extent permitted by any applicable portion of this
Article IX that shall not have been invalidated and to the full extent permitted
by applicable law.

                                    ARTICLE X
                               GENERAL PROVISIONS

      Section 10.1 Dividends. The Board of Directors may from time to time
declare, and the Corporation may pay, dividends on its outstanding shares in the
manner and upon the terms and conditions provided by law and the Articles of
Incorporation of the Corporation. The Board of Directors may fix in advance a
record date for determining the shareholders entitled to a dividend. If such
record date is not fixed by the Board of Directors, the date the Board of
Directors authorizes such dividend shall be the record date.

      Section 10.2 Seal. The corporate seal of the Corporation shall consist of
two concentric circles between or within which are the name of the Corporation,
the state of incorporation, the year of incorporation and the word "SEAL." The
seal may be used by causing it or a facsimile thereof to be impressed, affixed,
stamped or reproduced by any means. Any officer of the Corporation authorized to
execute or attest a document on behalf of the Corporation may affix or reproduce
on such document, as and for the corporate seal of the Corporation, a seal in
any other form sufficient to

                                      -13-


evidence that it is intended by such officer to represent the corporate seal of
the Corporation, in which case such seal shall be as effective as the corporate
seal in the form herein prescribed.

      Section 10.3 Notice and Waiver of Notice. Whenever any notice is required
to be given under the Act, the Corporation's Articles of Incorporation, or these
Bylaws, it shall be in writing and may be communicated in person; by telephone,
telegraph, teletype or other form of wire or wireless communication, or by
facsimile transmission; or by mail or private carrier. If mailed, notice to a
shareholder is effective when deposited in the United States mail with postage
thereon prepaid and correctly addressed to the shareholder's address shown in
the Corporation's current record of shareholders. All other notice is effective
at the earliest of the following: (a) when received; (b) five (5) days after its
deposit in the United States mail, as evidenced by the postmark, if mailed with
postage thereon prepaid and correctly addressed; (c) on the date shown on the
return receipt, if sent by certified mail, return receipt requested, and the
receipt is signed by or on behalf of the addressee. A shareholder or Director,
as the case maybe, may waive notice otherwise required by these Bylaws, before
or after the date stated in such notice, by delivery of a written waiver of such
notice signed by such shareholder or Director to the Corporation for filing or
inclusion with the minutes or corporate records, or, to the extent provided by
the Act, by attendance at the meeting to which such notice relates.

      Section 10.4 Fiscal Year. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.

      Section 10.5 Amendments. Except as otherwise provided herein or in the
Articles of Incorporation or by applicable law, these Bylaws may be amended or
repealed and new bylaws may be adopted by action of the Board of Directors or
the shareholders.

      Section 10.6 Conflict with the Act or the Articles of Incorporation;
Severability. In the event of a conflict between the Act or the Corporation's
Articles of Incorporation and these Bylaws, the Act or Articles of
Incorporation, as the case may be, shall prevail to the extent of such conflict.
Any provision of these Bylaws, or any amendment hereto, which is determined to
be in violation of the Act shall not in any way render the remaining provisions
invalid.

                                      -14-

                                                                   EXHIBIT 3.2.3

                            FIRST AMENDMENT TO BYLAWS
                                       OF
                            UNITIVE ELECTRONICS, INC.

                             Adopted April 20, 1998
                             Effective May 28, 1998

      1. Section 3.3 of the Bylaws of the Corporation, as adopted March 11,
1998, is hereby deleted in its entirety, and a new Section 3.3 is adopted, which
reads as follows:

            "Section 3.3 Election of Directors. Except as provided in Section
      3.5, directors shall be elected at the annual meeting of shareholders.
      Directors shall be elected by a plurality of the votes cast by the shares
      entitled to vote in the election of directors. Except as provided in the
      Articles of Incorporation or required by applicable law, shareholders have
      no right to cumulate their votes for directors.

            Notwithstanding anything to the contrary contained in these Bylaws,
      in voting for directors the shareholders shall cast their votes in the
      manner provided in Section 2.1 of that certain Investor Rights Agreement
      among the Corporation and all of its shareholders, dated May 28, 1998, as
      the same may be amended from time-to-time."

      2. Except as specifically amended hereby, the Bylaws of the Corporation,
as adopted March 11, 1998, shall remain in full force and effect.

                                       UNITIVE ELECTRONICS, INC.

                                       By: _______________________________
[Corporate Seal]                           Glenn A. Rinne, Secretary

                                                                   EXHIBIT 3.2.4

                             OPERATING AGREEMENT OF
                       AMKOR INTERNATIONAL HOLDINGS, LLC,
                      A DELAWARE LIMITED LIABILITY COMPANY

      THIS OPERATING AGREEMENT (this "AGREEMENT") of Amkor International
Holdings, LLC, a Delaware limited liability company (the "COMPANY"), is entered
into as of December 22, 2004 and shall constitute the "limited liability company
agreement" of the Company within the meaning of Section 18-101(7) of the
Delaware Limited Liability Company Act, Title 6, Delaware Corporations Code,
Section 18-101 et seq., as amended (the "ACT").

      1. Except as otherwise provided in this Agreement, the default provisions
of the Act shall apply to the Company.

      2. Guardian Assets, Inc., a Delaware corporation, shall be the sole
"member" of the Company within the meaning of Section 18-101(11) of the Act (the
"MEMBER").

      3. The Company shall maintain a Delaware registered office and agent for
the service of process as required by the Act. In the event the registered agent
ceases to act as such for any reason or the registered office shall change, the
Member shall promptly designate a replacement registered agent or file a notice
of change of address, as the case may be.

      4. The purpose and scope of the Company shall be to engage in such lawful
activities as shall be determined by the Member in its sole and absolute
discretion.

      5. Title to all Company property shall be held in the name of the Company;
provided, however, that the Company shall make such distributions of cash and/or
property to the Member from time to time as the Member shall determine in its
sole and absolute discretion.

      6. Except as otherwise required by applicable law, the Member shall have
no personal liability for the debts and obligations of the Company.

      7. The Member shall have no obligation to make any contributions to the
capital of the Company and shall make only such contributions as the Member
shall determine in its sole and absolute discretion.

      8. The Member shall have no obligation to provide any services to the
Company and shall provide only such services as the Member shall determine in
its sole and absolute discretion.

      9. The Company shall indemnify the Member and the officers of the Company
to the fullest extent permitted by law.

      10. The Member shall control the management and operation of the Company
in such manner as it shall determine in its sole and absolute discretion.
Without limiting the foregoing, each of the following individuals is hereby
appointed as an officer of the Company in the position set



forth opposite his or her name to serve at the pleasure of the Member, provided
that any such individual shall cease to be an officer of the Company effectively
immediately upon the date such individual ceases to be an employee of Amkor
Technology, Inc., a Delaware corporation ("ATI"), or one of its direct or
indirect subsidiaries:

      Kenneth T. Joyce - Chairman
      Kevin J. Heron - Secretary
      Joanne Solomon - Vice President

      Officers of the Company may be removed by the Member at any time and for
any reason, and additional officers may be appointed from time to time by the
Member. No officer need be a Member. Any officers so designated shall have such
authority and perform such duties as the Member may, from time to time, delegate
to them. The Member may assign titles to particular officers and, if the title
is one commonly used for officers of a Delaware corporation, the assignment of
such title shall constitute the delegation to such officer of the authority and
duties that are normally associated with that office, subject to any specific
delegation of authority and duties made to such officer by the Member. Any
officer may resign at any time by giving written notice to the Company and the
Member.

      11. Notwithstanding any provision of this Agreement to the contrary, any
contract, agreement, deed, lease, note or other document or instrument executed
on behalf of the Company by the Member or the officers of the Company shall be
deemed to have been duly executed and third parties shall be entitled to rely
upon the power of the Member or the officers, as the case may be, to bind the
Company without otherwise ascertaining that the requirements of this Agreement
have been satisfied.

      12. The "Amkor" names and marks are the property of ATI. The Company's
authority to use such names and marks may be withdrawn by ATI at any time
without compensation to the Company. Following the dissolution and liquidation
of the Company, all right, title and interest in and to such names and marks
shall be held solely by ATI.

      13. The interpretation and enforceability of this Agreement and the rights
and liabilities of the Member and officers as such shall be governed by the laws
of the State of Delaware as such laws are applied in connection with limited
liability company operating agreements entered into and wholly performed upon in
Delaware by residents of Delaware. To the extent permitted by the Act and other
applicable law, the provisions of this Agreement shall supersede any contrary
provisions of the Act or other applicable law.

      14. In the event any provision of this Agreement is determined to be
invalid or unenforceable, such provision shall be deemed severed from the
remainder of this Agreement and replaced with a valid and enforceable provision
as similar in intent as reasonably possible to the provision so severed, and
shall not cause the invalidity or unenforceability of the remainder of this
Agreement.

                                      -2-


      15. This Agreement may be amended, in whole or in part, only through a
written amendment executed by the Member.

      16. This Agreement contains the entire understanding and intent of the
Member regarding the Company and supersedes any prior written or oral agreement
respecting the Company. There are no representations, agreements, arrangements,
or understandings, oral or written, of the Member relating to the Company which
are not fully expressed in this Agreement.

                            [Signature Page Follows]

                                      -3-


      IN WITNESS WHEREOF, the Member has executed this Agreement as of the date
first above written.

                                        GUARDIAN ASSETS, INC.

                                         /s/ Kenneth T. Joyce
                                        -------------------------------
                                        By: Kenneth T. Joyce

                                         Chief Financial Officer
                                        -------------------------------
                                         (Print or type title)

                    SIGNATURE PAGE TO OPERATING AGREEMENT OF
                        AMKOR INTERNATIONAL HOLDINGS, LLC

                                                                   EXHIBIT 3.2.5

                             OPERATING AGREEMENT OF
                                  P-FOUR, LLC,
                      A DELAWARE LIMITED LIABILITY COMPANY

      THIS OPERATING AGREEMENT (this "AGREEMENT") of P-Four, LLC, a Delaware
limited liability company (the "COMPANY"), is entered into as of December 23,
2004 and shall constitute the "limited liability company agreement" of the
Company within the meaning of Section 18-101(7) of the Delaware Limited
Liability Company Act, Title 6, Delaware Corporations Code, Section 18-101 et
seq., as amended (the "Act").

      1. Except as otherwise provided in this Agreement, the default provisions
of the Act shall apply to the Company.

      2. Amkor International Holdings, a Cayman Islands company, shall be the
sole "member" of the Company within the meaning of Section 18-101(11) of the Act
(the "MEMBER").

      3. The Company shall maintain a Delaware registered office and agent for
the service of process as required by the Act. In the event the registered agent
ceases to act as such for any reason or the registered office shall change, the
Member shall promptly designate a replacement registered agent or file a notice
of change of address, as the case may be.

      4. The purpose and scope of the Company shall be to engage in such lawful
activities as shall be determined by the Member in its sole and absolute
discretion.

      5. Title to all Company property shall be held in the name of the Company;
provided, however, that the Company shall make such distributions of cash and/or
property to the Member from time to time as the Member shall determine in its
sole and absolute discretion.

      6. Except as otherwise required by applicable law, the Member shall have
no personal liability for the debts and obligations of the Company.

      7. The Member shall have no obligation to make any contributions to the
capital of the Company and shall make only such contributions as the Member
shall determine in its sole and absolute discretion.

      8. The Member shall have no obligation to provide any services to the
Company and shall provide only such services as the Member shall determine in
its sole and absolute discretion.

      9. The Company shall indemnify the Member and the officers of the Company
to the fullest extent permitted by law.

      10. The Member shall control the management and operation of the Company
in such manner as it shall determine in its sole and absolute discretion.
Without limiting the foregoing, each of the following individuals is hereby
appointed as an officer of the Company in the position set



forth opposite his or her name to serve at the pleasure of the Member, provided
that any such individual shall cease to be an officer of the Company effectively
immediately upon the date such individual ceases to be an employee of or
consultant to Amkor Technology, Inc., a Delaware corporation ("ATI"), or one of
its direct or indirect subsidiaries:

      Michael Santangelo - President
      Joanne Solomon - Vice President
      Evelyn Madrigal - Treasurer
      Atty. Aleli Militsala -  Corporate Secretary

      Officers of the Company may be removed by the Member at any time and for
any reason, and additional officers may be appointed from time to time by the
Member. No officer need be a Member. Any officers so designated shall have such
authority and perform such duties as the Member may, from time to time, delegate
to them. The Member may assign titles to particular officers and, if the title
is one commonly used for officers of a Delaware corporation, the assignment of
such title shall constitute the delegation to such officer of the authority and
duties that are normally associated with that office, subject to any specific
delegation of authority and duties made to such officer by the Member. Any
officer may resign at any time by giving written notice to the Company and the
Member.

      11. Notwithstanding any provision of this Agreement to the contrary, any
contract, agreement, deed, lease, note or other document or instrument executed
on behalf of the Company by the Member or the officers of the Company shall be
deemed to have been duly executed and third parties shall be entitled to rely
upon the power of the Member or the officers, as the case may be, to bind the
Company without otherwise ascertaining that the requirements of this Agreement
have been satisfied.

      12. The "Amkor" names and marks are the property of ATI. Any authority
granted to the Company to use such names and marks may be withdrawn by ATI at
any time without compensation to the Company. Following the dissolution and
liquidation of the Company, all right, title and interest in and to such names
and marks shall be held solely by ATI.

      13. The interpretation and enforceability of this Agreement and the rights
and liabilities of the Member and officers as such shall be governed by the laws
of the State of Delaware as such laws are applied in connection with limited
liability company operating agreements entered into and wholly performed upon in
Delaware by residents of Delaware. To the extent permitted by the Act and other
applicable law, the provisions of this Agreement shall supersede any contrary
provisions of the Act or other applicable law.

      14. In the event any provision of this Agreement is determined to be
invalid or unenforceable, such provision shall be deemed severed from the
remainder of this Agreement and replaced with a valid and enforceable provision
as similar in intent as reasonably possible to the provision so severed, and
shall not cause the invalidity or unenforceability of the remainder of this
Agreement.

                                      -2-


      15. This Agreement may be amended, in whole or in part, only through a
written amendment executed by the Member.

      16. This Agreement contains the entire understanding and intent of the
Member regarding the Company and supersedes any prior written or oral agreement
respecting the Company. There are no representations, agreements, arrangements,
or understandings, oral or written, of the Member relating to the Company which
are not fully expressed in this Agreement.

                            [Signature Page Follows]

                                      -3-


      IN WITNESS WHEREOF, the Member has executed this Agreement as of the date
first above written.

                                         AMKOR INTERNATIONAL HOLDINGS

                                          /s/ Kenneth T. Joyce
                                         ---------------------------
                                         Kenneth T. Joyce, Chairman

                    SIGNATURE PAGE TO OPERATING AGREEMENT OF
                                   P-FOUR, LLC

                                                                     Exhibit 4.1

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

                             AMKOR TECHNOLOGY, INC.

                                      and

                          the GUARANTORS NAMED HEREIN

                          ____% SENIOR NOTES DUE 2016

                                   ----------

                                    INDENTURE

                       Dated as of ________________, 2006

                                   ----------

                         U.S. BANK NATIONAL ASSOCIATION

                                    Trustee

                                   ----------

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



                                                                        
ARTICLE 1         DEFINITIONS AND INCORPORATION BY REFERENCE...............    1
   Section 1.01.  Definitions..............................................    1
   Section 1.02.  Other Definitions........................................   15
   Section 1.03.  Incorporation by Reference of Trust Indenture Act........   15
   Section 1.04.  Rules of Construction....................................   16

ARTICLE 2         THE NOTES................................................   16
   Section 2.01.  Form and Dating..........................................   16
   Section 2.02.  Execution and Authentication.............................   17
   Section 2.03.  Registrar and Paying Agent...............................   17
   Section 2.04.  Paying Agent to Hold Money in Trust......................   18
   Section 2.05.  Holder Lists.............................................   18
   Section 2.06.  Transfer and Exchange....................................   18
   Section 2.07.  Replacement Notes........................................   20
   Section 2.08.  Outstanding Notes........................................   21
   Section 2.09.  Treasury Notes...........................................   21
   Section 2.10.  Temporary Notes..........................................   21
   Section 2.11.  Cancellation.............................................   21
   Section 2.12.  Defaulted Interest.......................................   22

ARTICLE 3         REDEMPTION AND REPAYMENT.................................   22
   Section 3.01.  Notices to Trustee.......................................   22
   Section 3.02.  Selection of Notes to Be Redeemed........................   22
   Section 3.03.  Notice of Redemption.....................................   23
   Section 3.04.  Effect of Notice of Redemption...........................   23
   Section 3.05.  Deposit of Redemption Price..............................   23
   Section 3.06.  Notes Redeemed in Part...................................   24
   Section 3.07.  Optional Redemption......................................   24
   Section 3.08.  No Mandatory Redemption..................................   25
   Section 3.09.  Offer to Purchase by Application of Excess Proceeds......   25

ARTICLE 4         COVENANTS................................................   26
   Section 4.01.  Payment of Notes.........................................   26
   Section 4.02.  Maintenance of Office or Agency..........................   27
   Section 4.03.  Reports..................................................   27



                                        i



                                                                        
   Section 4.04.  Compliance Certificate...................................   27
   Section 4.05.  Taxes....................................................   28
   Section 4.06.  Stay, Extension and Usury Laws...........................   28
   Section 4.07.  Restricted Payments......................................   28
   Section 4.08.  Dividend and Other Payment Restrictions Affecting
                  Subsidiaries.............................................   30
   Section 4.09.  Incurrence of Indebtedness and Issuance of Preferred
                  Stock....................................................   31
   Section 4.10.  Asset Sales..............................................   34
   Section 4.11.  Transactions with Affiliates.............................   35
   Section 4.12.  Liens....................................................   36
   Section 4.13.  Corporate Existence......................................   36
   Section 4.14.  Offer to Repurchase Upon Change of Control...............   36
   Section 4.15.  Limitation on Issuances and Sales of Capital Stock in
                  Wholly Owned Subsidiaries................................   37
   Section 4.16.  Payments for Consent.....................................   37
   Section 4.17.  Future Subsidiary Guarantees.............................   38
   Section 4.18.  Designation of Restricted and Unrestricted Subsidiaries..   38
   Section 4.19.  Limitation on Sale and Leaseback Transactions............   38

ARTICLE 5         SUCCESSORS...............................................   38
   Section 5.01.  Merger, Consolidation, or Sale of Assets.................   38
   Section 5.02.  Successor Corporation Substituted........................   39

ARTICLE 6         DEFAULTS AND REMEDIES....................................   39
   Section 6.01.  Events of Default........................................   39
   Section 6.02.  Acceleration.............................................   41
   Section 6.03.  Other Remedies...........................................   41
   Section 6.04.  Waiver of Past Defaults..................................   41
   Section 6.05.  Control by Majority......................................   41
   Section 6.06.  Limitation on Suits......................................   42
   Section 6.07.  Rights of Holders of Notes to Receive Payment............   42
   Section 6.08.  Collection Suit by Trustee...............................   42
   Section 6.09.  Trustee May File Proofs of Claim.........................   42
   Section 6.10.  Priorities...............................................   43
   Section 6.11.  Undertaking for Costs....................................   43



                                       ii



                                                                        
ARTICLE 7         TRUSTEE..................................................   43
   Section 7.01.  Duties of Trustee........................................   43
   Section 7.02.  Rights of Trustee........................................   44
   Section 7.03.  Individual Rights of Trustee.............................   45
   Section 7.04.  Trustee's Disclaimer.....................................   45
   Section 7.05.  Notice of Defaults.......................................   45
   Section 7.06.  Reports by Trustee to Holders of the Notes...............   45
   Section 7.07.  Compensation and Indemnity...............................   46
   Section 7.08.  Replacement of Trustee...................................   46
   Section 7.09.  Successor Trustee by Merger, etc.........................   47
   Section 7.10.  Eligibility; Disqualification............................   47
   Section 7.11.  Preferential Collection of Claims Against Company........   48

ARTICLE 8         LEGAL DEFEASANCE AND COVENANT DEFEASANCE.................   48
   Section 8.01.  Option to Effect Legal Defeasance or Covenant
                  Defeasance...............................................   48
   Section 8.02.  Legal Defeasance and Discharge...........................   48
   Section 8.03.  Covenant Defeasance......................................   48
   Section 8.04.  Conditions to Legal or Covenant Defeasance...............   49
   Section 8.05.  Deposited Money and Government Securities to be Held in
                  Trust; Other Miscellaneous Provisions....................   50
   Section 8.06.  Repayment to Company.....................................   50
   Section 8.07.  Reinstatement............................................   51

ARTICLE 9         AMENDMENT, SUPPLEMENT AND WAIVER.........................   51
   Section 9.01.  Without Consent of Holders of Notes......................   51
   Section 9.02.  With Consent of Holders of Notes.........................   52
   Section 9.03.  Compliance with Trust Indenture Act......................   53
   Section 9.04.  Revocation and Effect of Consents........................   53
   Section 9.05.  Notation on or Exchange of Notes.........................   53
   Section 9.06.  Trustee to Sign Amendments, etc..........................   54

ARTICLE 10        NOTE GUARANTEES..........................................   54
   Section 10.01. Guarantee................................................   54
   Section 10.02. Limitation on Guarantor Liability........................   55
   Section 10.03. Execution and Delivery of Note Guarantee.................   55
   Section 10.04. Guarantors May Consolidate, etc., on Certain Terms.......   55



                                       iii



                                                                        
   Section 10.05. Release of Notes Guarantors..............................   56

ARTICLE 11        MISCELLANEOUS............................................   57
   Section 11.01. Trust Indenture Act Controls.............................   57
   Section 11.02. Notices..................................................   57
   Section 11.03. Communication by Holders of Notes with Other Holders of
                  Notes....................................................   58
   Section 11.04. Certificate and Opinion as to Conditions Precedent.......   58
   Section 11.05. Statements Required in Certificate or Opinion............   58
   Section 11.06. Rules by Trustee and Agents..............................   59
   Section 11.07. No Personal Liability of Directors, Officers,
                  Employees and Stockholders...............................   59
   Section 11.08. Governing Law, Consent to Jurisdiction and
                  Service of Process.......................................   59
   Section 11.09. Agent for Service; Submission to Jurisdiction............   59
   Section 11.10. No Adverse Interpretation of Other Agreements............   60
   Section 11.11. Successors...............................................   60
   Section 11.12. Severability.............................................   60
   Section 11.13. Counterpart Originals....................................   60
   Section 11.14. Table of Contents, Headings, etc.........................   60
   Section 11.15. Designated Senior Debt...................................   60


                                    EXHIBITS

               
Exhibit A         FORM OF NOTE
Exhibit B         FORM OF NOTE GUARANTEE
Exhibit C         FORM OF SUPPLEMENTAL INDENTURE



                                       iv



     INDENTURE dated as of ____________, 2006 between Amkor Technology, Inc., a
Delaware corporation (the "Company"), and U.S. Bank National Association, as
trustee (the "Trustee").

     The Company and the Trustee agree as follows for the benefit of each other
and for the equal and ratable benefit of the Holders of the ___% Senior Notes
due 2016 (the "Notes"):

                                    ARTICLE 1
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01. Definitions.

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

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

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

     "Applicable Procedures" means, with respect to any transfer or exchange of
or for beneficial interests in any Global Note, the rules and procedures of the
Depositary.

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

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

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

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



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

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

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

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

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

     "Change of Control" means the occurrence of any of the following: (i) the
adoption of a plan relating to the liquidation or dissolution of the Company,
(ii) the consummation of any transaction (including, without limitation, any
merger or consolidation) the result of which is that any "person" (as defined
above), other than a Permitted Holder, becomes the Beneficial Owner, directly or
indirectly, of more than 35% of the Voting Stock of the Company, measured by
voting power rather than number of shares, and such percentage represents more
than the aggregate percentage of the Voting Stock of the Company, measured by
voting power rather than number of shares, as to which any Permitted Holder is
the Beneficial Owner, or (iii) the first date during any consecutive two year
period on which a majority of the members of the Board of Directors of the
Company are not Continuing Directors. For purposes of this definition, any
transfer of an Equity Interest of an entity that was formed for the purpose of
acquiring Voting Stock of the Company will be deemed to be a transfer of such
portion of Voting Stock as corresponds to the portion of the equity of such
entity that has been so transferred.


                                        2



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

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

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

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


                                        3



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

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

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

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

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


                                        4



     "Convertible Senior Subordinated Notes Indenture" means the means that
certain indenture between the Company and U.S. Bank National Association, as
trustee, as amended or supplemented from time to time, relating to the Company's
% Convertible Senior Subordinated Notes due 2011.

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

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

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

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

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

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

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

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

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


                                        5



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

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

     "Existing Indebtedness" means Indebtedness of the Company and its
Restricted Subsidiaries in existence on the date of this Indenture, including
Indebtedness outstanding under the Convertible Senior Subordinated Indenture
issued initially thereunder or pursuant to an overallotment option, until such
amounts are repaid.

     "Existing Senior Notes" means the 9.25% senior notes due February 15, 2008,
the 7.125% senior notes due 2011, and the 7.75% senior notes due May 15, 2013 of
the Company.

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

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

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

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

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

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

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

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

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


                                        6



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

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

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

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

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

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

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

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


                                        7



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

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

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

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

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

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

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


                                        8



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

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

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

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

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

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

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

     "Permitted Investments" means: (i) any Investment in the Company or in a
Restricted Subsidiary, (ii) any Investment in Cash Equivalents, (iii) any
Investment by the Company or any Restricted Subsidiary of the Company in a
Person, if as a result of such Investment or in connection with the transaction
pursuant to which such Investment is made (a) such Person becomes a Restricted
Subsidiary of the Company, or (b) such Person is merged, consolidated or
amalgamated with or into, or transfers or conveys substantially all of its
assets to, or is liquidated into, the Company or a Restricted Subsidiary of the
Company, (iv) any Investment made as a result of the receipt of non-cash
consideration from an Asset Sale that was made pursuant to and in compliance
with Section 4.10 hereof, (v) any acquisition of assets solely in exchange for
the issuance of Equity Interests (other than Disqualified Stock) of the Company,
(vi) any Investment in connection with Hedging Obligations, (vii) any
Investments received (a) in satisfaction of judgments, or (b) as payment on a
claim made in connection with any bankruptcy, liquidation, receivership or other
insolvency proceeding, (viii) Investments in (a) prepaid expenses and negotiable
instruments held for collection, (b) accounts receivable arising in the ordinary
course of business (and Investments obtained in exchange or settlement of
accounts receivable for which the Company or any Restricted Subsidiary has
determined that collection is not likely), and (c) lease, utility and worker's
compensation, performance and other similar deposits arising in the ordinary
course of business, (ix) any Strategic Investment; provided that the aggregate
amount of all Investments by the Company and any Restricted Subsidiaries in
Strategic Investments shall not exceed 5% of the Company's consolidated total
assets determined as of the date of the last day of the Company's most recently
ended fiscal quarter, and (x) Investments purchased or received in exchange for
Permitted


                                        9



Investments existing as of the Issue Date or made thereafter; provided that any
additional consideration provided by the Company or any Restricted Subsidiary in
such exchange shall not be permitted pursuant to this clause (x); and provided,
further, that such purchased or exchanged Investments shall have a fair market
value (as determined by an officer of the Company unless such fair market value
exceeds $25.0 million in which case, as determined by the Company's board of
directors) equal to or exceeding the Permitted Investments exchanged therefor;
provided, further, that, notwithstanding the preceding, any extension of credit
or advance by the Company or any of its Subsidiaries to a customer or supplier
of the Company or its Subsidiaries shall not be a Permitted Investment.

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


                                       10



credit and products and proceeds thereof, (xviii) Liens arising out of
consignment or similar arrangements for the sale of goods in the ordinary course
of business, (xvix) Liens in favor of customs and revenue authorities arising as
a matter of law to secure payment of customs duties in connection with the
importation of goods, (xx) Liens securing other Indebtedness not exceeding $10.0
million at any time outstanding, (xxi) Liens securing Permitted Refinancing
Indebtedness, provided that such Liens do not extend to any other property of
the Company or any Restricted Subsidiary of the Company and the principal amount
of the Indebtedness secured by such Lien is not increased, and (xxii) Liens on
the Equity Interests of Unrestricted Subsidiaries securing obligations of
Unrestricted Subsidiaries not otherwise prohibited by the Indentures.

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

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

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


                                       11



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

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

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

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

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

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

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

     "SEC" means the Securities and Exchange Commission.

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

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


                                       12



Senior Subordinated Notes due 2011 issued pursuant to the Convertible Senior
Subordinated Notes Indenture.

     "Senior Subordinated Notes Indenture" means that certain indenture between
the Company and U.S. Bank National Association (formerly State Street Bank and
Trust Company), as trustee, as amended or supplemented from time to time,
relating to the Company's 10 1/2% Senior Subordinated Notes due 2009.

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

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

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

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

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

     "substantially concurrent" means, with respect to any two or more events,
the occurring of such events within 90 days of each other.


                                       13



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

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

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

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

     "Unrestricted Subsidiary" means any Subsidiary of the Company that is
designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a
Board Resolution, but only to the extent that such Subsidiary: (i) has no
Indebtedness other than Non-Recourse Debt, (ii) is a Person with respect to
which neither the Company nor any of its Restricted Subsidiaries has any direct
or indirect obligation (a) to subscribe for additional Equity Interests or (b)
to maintain or preserve such Person's financial condition or to cause such
Person to achieve any specified levels of operating results, (iii) has not
Guaranteed or otherwise directly or indirectly provided credit support for any
Indebtedness of the Company or any of its Restricted Subsidiaries, and (iv) has
at least one director on its board of directors that is not a director or
executive officer of the Company or any of its Restricted Subsidiaries and has
at least one executive officer that is not a director or executive officer of
the Company or any of its Restricted Subsidiaries.

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

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

     "Weighted Average Life to Maturity" means, when applied to any Indebtedness
at any date, the number of years obtained by dividing (a) the sum of the
products obtained by multiplying (x) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (y) the
number of years (calculated to the


                                       14



nearest one-twelfth) that will elapse between such date and the making of such
payment, by (b) the then outstanding principal amount of such Indebtedness.

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

Section 1.02. Other Definitions.



                                                                      Defined in
Term                                                                    Section
- ----                                                                  ----------
                                                                   
"Affiliate Transaction"............................................      4.11
"Asset Sale".......................................................      4.10
"Asset Sale Offer".................................................      3.09
"Authentication Order".............................................      2.02
"Calculation Date" ................................................      1.01
"Change of Control Offer"..........................................      4.14
"Change of Control Payment"........................................      4.14
"Change of Control Payment Date"...................................      4.14
"Covenant Defeasance"..............................................      8.03
"DTC" .............................................................      2.03
"Event of Default".................................................      6.01
"Excess Proceeds"..................................................      4.10
"incur"............................................................      4.09
"Legal Defeasance".................................................      8.02
"Offer Amount".....................................................      3.09
"Offer Period".....................................................      3.09
"Paying Agent".....................................................      2.03
"Permitted Debt"...................................................      4.09
"Purchase Date"....................................................      3.09
"Reference Period" ................................................      4.09
"Registrar"........................................................      2.03
"Restricted Payments"..............................................      4.07
"Trustee" .........................................................      8.05


Section 1.03. Incorporation by Reference of Trust Indenture Act.

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

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

     "indenture securities" means the Notes;

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

     "indenture to be qualified" means this Indenture;

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


                                       15



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

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

Section 1.04. Rules of Construction.

     Unless the context otherwise requires:

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

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

     (c) "or" is not exclusive;

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

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

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

                                    ARTICLE 2
                                    THE NOTES

Section 2.01. Form and Dating.

          (a) General. The Notes and the Trustee's certificate of authentication
shall be substantially in the form of Exhibit A hereto. The Notes may have
notations, legends or endorsements required by law, stock exchange rule or
usage. Each Note shall be dated the date of its authentication. The Notes shall
be in denominations of $1,000 and integral multiples thereof.

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

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

          (i) Global Notes and shall be deposited, duly executed by the Company
     and authenticated by the Trustee as hereinafter provided.

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


                                       16



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

Section 2.02. Execution and Authentication.

     One Officer shall sign the Notes for the Company by manual or facsimile
signature.

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

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

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

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

Section 2.03. Registrar and Paying Agent.

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

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

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


                                       17



Section 2.04. Paying Agent to Hold Money in Trust.

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

Section 2.05. Holder Lists.

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

Section 2.06. Transfer and Exchange.

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

          (b) Transfer and Exchange of Beneficial Interests in the Global Notes.
The transfer and exchange of beneficial interests in the Global Notes shall be
effected through the Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures. Beneficial interests in any Global Note
may be transferred to Persons who take delivery thereof in the form of a
beneficial interest in the same Global Note. No written orders or instructions
shall be required to be delivered to the Registrar to effect the transfers
described in this Section 2.06(b).


                                       18



          (c) Transfer or Exchange of Beneficial Interests for Definitive Notes.
If any holder of a beneficial interest in a Global Note proposes to exchange
such beneficial interest for a Definitive Note or to transfer such beneficial
interest to a Person who takes delivery thereof in the form of a Definitive
Note, then, in accordance with the Applicable Procedures, the Trustee shall
cause the aggregate principal amount of the applicable Global Note to be reduced
accordingly pursuant to Section 2.06(h) hereof, and the Company shall execute
and the Trustee shall authenticate and deliver to the Person designated in the
instructions a Definitive Note in the appropriate principal amount. Any
Definitive Note issued in exchange for a beneficial interest pursuant to this
Section 2.06(c) shall be registered in such name or names and in such authorized
denomination or denominations as the holder of such beneficial interest shall
instruct the Registrar through instructions from the Depositary and the
Participant or Indirect Participant. The Trustee shall deliver such Definitive
Notes to the Persons in whose names such Notes are so registered.

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

          (e) Transfer of Definitive Notes. A Holder of Definitive Notes may
transfer such Notes to a Person who takes delivery thereof in the form of a
Definitive Note. Upon receipt of a request to register such a transfer, the
Registrar shall register the Definitive Notes pursuant to the instructions from
the Holder thereof. Upon request by a Holder of Definitive Notes and such
Holder's compliance with the provisions of this Section 2.06(e), the Registrar
shall register the transfer of Definitive Notes. Prior to such registration of
transfer, the requesting Holder shall present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing.

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

"THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 9.05 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OR 2.06(c) OF THE
INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE
MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF
THE COMPANY."

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


                                       19



at the direction of the Trustee to reflect such reduction; and if the beneficial
interest is being exchanged for or transferred to a Person who will take
delivery thereof in the form of a beneficial interest in another Global Note,
such other Global Note shall be increased accordingly and an endorsement shall
be made on such Global Note by the Trustee or by the Depositary at the direction
of the Trustee to reflect such increase.

          (h) General Provisions Relating to Transfers and Exchanges.

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

          (ii) No service charge shall be made to a holder of a beneficial
     interest in a Global Note or to a Holder of a Definitive Note for any
     registration of transfer or exchange, but the Company may require payment
     of a sum sufficient to cover any transfer tax or similar governmental
     charge payable in connection therewith (other than any such transfer taxes
     or similar governmental charge payable upon exchange or transfer pursuant
     to Sections 2.10, 3.06, 3.09, 4.10 and 4.14 hereof).

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

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

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

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

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

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

Section 2.07. Replacement Notes.

     If any mutilated Note is surrendered to the Trustee or the Company and the
Trustee receives evidence to its satisfaction of the destruction, loss or theft
of any Note, the Company shall issue and the Trustee, upon receipt of an
Authentication Order, shall authenticate a replacement Note if the Trustee's


                                       20



requirements are met. If required by the Trustee or the Company, an indemnity
bond must be supplied by the Holder that is sufficient in the judgment of the
Trustee and the Company to protect the Company, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Company may charge for its expenses in replacing a Note.

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

Section 2.08. Outstanding Notes.

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

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

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

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

Section 2.09. Treasury Notes.

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

Section 2.10. Temporary Notes.

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

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

Section 2.11. Cancellation.

     The Company at any time may deliver Notes to the Trustee for cancellation.
The Registrar and Paying Agent shall forward to the Trustee any Notes
surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of


                                       21



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

Section 2.12. Defaulted Interest.

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

                                    ARTICLE 3
                            REDEMPTION AND REPAYMENT

Section 3.01. Notices to Trustee.

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

Section 3.02. Selection of Notes to Be Redeemed.

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

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


                                       22



Section 3.03. Notice of Redemption

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

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

          (a) the redemption date;

          (b) the redemption price;

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

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

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

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

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

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

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

Section 3.04. Effect of Notice of Redemption.

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

Section 3.05. Deposit of Redemption Price.

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


                                       23



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

Section 3.06. Notes Redeemed in Part.

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

Section 3.07. Optional Redemption.

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

          (b) At any time on or after, ___________ 2011, the Notes may be
redeemed at the redemption prices set forth below, plus accrued and unpaid
interest to but excluding the redemption date (subject to the right of holders
of record on the relevant record date to receive interest due on the relevant
interest payment date). The following redemption prices are for the Notes
redeemed during the 12-month period commencing on ___________ of the years set
forth below, and are expressed as percentages of principal amount:



YEAR                  REDEMPTION PRICE
- ----                  ----------------
                   
2011
2012
2013
2014 and thereafter       100.000%


          (c) At any time, and from time to time, prior to ___________, 2011,
the Notes are subject to redemption, as a whole or in part, at the election of
the Company, at a price equal to the sum of (i) 100% of the principal amount
thereof plus accrued interest to the redemption date plus (ii) the Make-Whole
Amount, if any.

          (d) At any time, and from time to time, prior to ___________, 2009,
the Company may redeem up to a maximum of 35% of the aggregate principal amount
of the Notes issued hereunder with the proceeds of one or more Equity Offerings
at a redemption price (expressed as a percentage of principal amount) equal to
___% of the principal amount thereof, plus accrued and unpaid interest to the
redemption date (subject to the rights of Holders of record on the relevant
interest record date to receive interest due on the relevant interest payment
date); provided, however, that after giving effect to such redemption, at least
65% of the original aggregate principal amount of the Notes (excluding Notes
held by the Company and its Subsidiaries) remains outstanding. Any such
redemption shall be made within 45 days of the closing of such Equity Offering.

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


                                       24



Section 3.08. No Mandatory Redemption.

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

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

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

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

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

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

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

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

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

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

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

          (f) that Holders electing to have a Note purchased pursuant to any
Asset Sale Offer shall be required to surrender the Note, with the form entitled
"Option of Holder to Elect Purchase" on the reverse of the Note completed, or
transfer by book-entry transfer, to the Company, a depositary, if


                                       25



appointed by the Company, or a Paying Agent at the address specified in the
notice at least three days before the Purchase Date;

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

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

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

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

                                    ARTICLE 4
                                    COVENANTS

Section 4.01. Payment of Notes.

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

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


                                       26



Section 4.02. Maintenance of Office or Agency.

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

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

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

Section 4.03. Reports.

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

Section 4.04. Compliance Certificate.

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

          (b) So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03(a) above shall be accompanied by a
written statement of the Company's independent public


                                       27



accountants (who shall be a firm of established national reputation) that in
making the examination necessary for certification of such financial statements,
nothing has come to their attention that would lead them to believe that the
Company has violated any provisions of Article 4 or Article 5 hereof or, if any
such violation has occurred, specifying the nature and period of existence
thereof, it being understood that such accountants shall not be liable directly
or indirectly to any Person for any failure to obtain knowledge of any such
violation.

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

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

Section 4.05. Taxes.

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

Section 4.06. Stay, Extension and Usury Laws.

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

Section 4.07. Restricted Payments.

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


                                       28



being collectively referred to as "Restricted Payments"), unless, at the time of
and after giving effect to such Restricted Payment:

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

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

          (c) such Restricted Payment, together with the aggregate amount of all
other Restricted Payments made by the Company and its Restricted Subsidiaries
after the Issue Date (excluding Restricted Payments permitted by clauses (ii),
(iii), (iv), (vii) and (ix) of the next succeeding paragraph), is less than the
sum, without duplication, of (i) 50% of the Consolidated Net Income of the
Company for the period (taken as one accounting period) from the beginning of
the fiscal quarter commencing on April 1, 2006 to the end of the Company's most
recently ended fiscal quarter for which internal financial statements are
available at the time of such Restricted Payment (or, if such Consolidated Net
Income for such period is a deficit, less 100% of such deficit), plus (ii) 100%
of the aggregate net cash proceeds received by the Company since April 1, 2006
as a contribution to its common equity capital or from the issue or sale of
Equity Interests of the Company (other than Disqualified Stock) (other than
Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary
of the Company), plus (iii) to the extent that any Restricted Investment that
was made after the Issue Date is sold for cash or otherwise liquidated or repaid
for cash, the lesser of (A) the cash return of capital with respect to such
Restricted Investment (less the cost of disposition, if any) and (B) the initial
amount of such Restricted Investment, plus (iv) the amount by which (A)
Indebtedness (other than Disqualified Stock) of the Company or any Restricted
Subsidiary issued after the Issue Date is reduced on the Company's consolidated
balance sheet (if prepared in accordance with GAAP as of the date of
determination) and (B) Disqualified Stock of the Company issued after the Issue
Date (held by any Person other than any Restricted Subsidiary) is reduced
(measured with reference to its redemption or repurchase price), in each case,
as a result of the conversion or exchange of any such Indebtedness or
Disqualified Stock into Equity Interests (other than Disqualified Stock) of the
Company, less, in each case, any cash distributed by the Company upon such
conversion or exchange, plus (v) to the extent that any Investment in any
Unrestricted Subsidiary that was made after the Issue Date is sold for cash or
otherwise liquidated, repaid for cash or such Unrestricted Subsidiary is
converted into a Restricted Subsidiary, the lesser of (A) an amount equal to the
sum of (I) the net reduction in Investments in Unrestricted Subsidiaries
resulting from dividends, repayments of loans or advances or other transfers of
assets, in each case to the Company or any Restricted Subsidiary from
Unrestricted Subsidiaries, and (II) the fair market value of the net assets of
an Unrestricted Subsidiary at the time such Unrestricted Subsidiary is
designated a Restricted Subsidiary, and (B) the remaining amount of the
Investment in such Unrestricted Subsidiary which has not been repaid or
converted into cash or assets.

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


                                       29



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

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

Section 4.08. Dividend and Other Payment Restrictions Affecting Subsidiaries.

     The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or permit to exist or become
effective any encumbrance or restriction on the ability of any Restricted
Subsidiary to (a)(i) pay dividends or make any other distributions to the
Company or any of its Restricted Subsidiaries (A) on its Capital Stock or (B)
with respect to any other interest or participation in, or measured by, its
profits or (ii) pay any indebtedness owed to the Company or any of its


                                       30



Restricted Subsidiaries, (b) make loans or advances to the Company or any of its
Restricted Subsidiaries or (c) transfer any of its properties or assets to the
Company or any of its Restricted Subsidiaries, except for such encumbrances or
restrictions existing under or by reasons of (i) Existing Indebtedness as in
effect on the date hereof and any amendments, modifications, restatements,
renewals, increases, supplements, refundings, replacements or refinancings
thereof, provided that such amendments, modifications, restatements, renewals,
increases, supplements, refundings, replacements or refinancings are no more
restrictive, taken as a whole, with respect to such dividend and other payment
restrictions than those contained in such Existing Indebtedness, as in effect on
the date hereof, (ii) this Indenture, the Notes and the Notes Guarantees, (iii)
applicable law, (iv) any instrument governing or relating to Permitted Bank Debt
or Indebtedness of Foreign Subsidiaries, in each case that meets the criteria
specified in clauses (i) and (xiii), respectively, of the second paragraph of
Section 4.09; provided, that the Board of Directors shall have determined in
good faith at the time that such encumbrance or restriction is created that the
encumbrance or restriction (a) would not impair the ability of the Company to
pay interest on the Notes at their Stated Maturity or to pay principal and
accrued and unpaid interest on the Notes at their final Stated Maturity, and (b)
is not materially more disadvantageous to holders of the Notes than is customary
in comparable financings; (v) any instrument governing Indebtedness or Capital
Stock of a Person acquired by the Company or any of its Restricted Subsidiaries
as in effect at the time of such acquisition (except to the extent such
Indebtedness was incurred in connection with or in contemplation of such
acquisition), which encumbrance or restriction is not applicable to any Person,
or the properties or assets of any Person, other than the Person, or the
property or assets of the Person, so acquired, provided that, in the case of
Indebtedness, such Indebtedness was permitted by the terms of this Indenture to
be incurred, (vi) customary non-assignment provisions in leases, licenses and
other contracts entered into in the ordinary course of business and consistent
with past practices, (vii) purchase money obligations or Capital Lease
Obligations for property acquired in the ordinary course of business that impose
restrictions on the property so acquired of the nature described in clause (c)
above, (viii) any agreement for the sale or other disposition of a Restricted
Subsidiary that restricts dividends, distributions, loans, advances or transfers
by such Restricted Subsidiary pending its sale or other disposition, (ix)
Permitted Refinancing Indebtedness, provided that the restrictions contained in
the agreements governing such Permitted Refinancing Indebtedness are no more
restrictive, taken as a whole, than those contained in the agreements governing
the Indebtedness being refinanced, (x) agreements entered into with respect to
Liens securing Indebtedness otherwise permitted to be incurred pursuant to the
provisions of Section 4.12 hereof that limit the right of the Company or any of
its Restricted Subsidiaries to dispose of the assets subject to such Lien, (xi)
provisions with respect to the disposition or distribution of assets or property
in joint venture agreements and other similar agreements entered into in the
ordinary course of business, (xii) restrictions on cash or other deposits or net
worth imposed by customers under contracts entered into in the ordinary course
of business, (xiii) any Receivables Program, and (xiv) any restriction imposed
pursuant to contracts for the sale of assets with respect to the transfer of the
assets to be sold pursuant to such contract.

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

     The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "incur") any Indebtedness (including Acquired
Debt), and the Company will not issue any Disqualified Stock and will not permit
any of its Restricted Subsidiaries to issue any shares of preferred stock;
provided, however, that the Company and any Restricted Subsidiary that is a
Guarantor may incur Indebtedness (including Acquired Debt), and the Company may
issue Disqualified Stock, and any Restricted Subsidiary that is a Guarantor may
issue preferred stock, if the Consolidated Interest Expense Coverage Ratio for
the Company's most recently ended four full fiscal quarters (the "Reference
Period") for which internal financial statements are available immediately
preceding the date on which such additional Indebtedness is incurred or such


                                       31



Disqualified Stock or preferred stock is issued would have been at least 2.0 to
1, determined on a pro forma basis (including a pro forma application of the net
proceeds therefrom), as if the additional Indebtedness had been incurred, or the
Disqualified Stock or preferred stock had been issued, as the case may be, at
the beginning of such four-quarter period.

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

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

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

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

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

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

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

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


                                       32



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

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

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

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

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

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

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

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

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


                                       33



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

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

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

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

Section 4.10. Asset Sales.

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

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

     Within 365 days after the receipt of any Net Proceeds from any Asset Sale,
the Company (or such Restricted Subsidiary) may apply such Net Proceeds from
such Asset Sale, at its option, either (a) to repay Permitted Bank Debt, and if
such Permitted Bank Debt is revolving debt, to effect a corresponding commitment
reduction thereunder, (b) to acquire all or substantially all of the assets of,
or a majority of


                                       34



the Voting Stock of, another Permitted Business, (c) to make a capital
expenditure, or (d) to acquire any other long-term assets that are used or
useful in a Permitted Business. Pending the final application of any such Net
Proceeds, the Company (or such Restricted Subsidiary) may temporarily reduce
revolving credit borrowings or otherwise invest such Net Proceeds in any manner
that is not prohibited by this Indenture. Any Net Proceeds from such Asset Sale
that are not finally applied or invested as provided in the first sentence of
this paragraph will be deemed to constitute "Excess Proceeds." Within five days
of each date on which the aggregate amount of Excess Proceeds exceeds $10
million, the Company shall commence a pro rata Asset Sale Offer pursuant to
Section 3.09 hereof to purchase the maximum principal amount of Notes that may
be purchased out of the Excess Proceeds at an offer price in cash in an amount
equal to 100% of the principal amount thereof plus accrued and unpaid interest
to the date fixed for the closing of such offer, in accordance with the
procedures set forth in Section 3.09 hereof. To the extent that the aggregate
amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess
Proceeds, the Company (or such Subsidiary) may use such deficiency for any
purpose not otherwise prohibited by this Indenture. Upon completion of such
offer to purchase, the amount of Excess Proceeds will be deemed to be reset at
zero.

Section 4.11. Transactions with Affiliates.

     The Company will not, and will not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or Guarantee with, or for the benefit
of, any Affiliate (each, an "Affiliate Transaction"), unless: (a) such Affiliate
Transaction (when viewed together with related Affiliate Transactions, if any)
is on terms that are no less favorable to the Company or the relevant Restricted
Subsidiary than those that would have been obtained in a comparable transaction
by the Company or such Restricted Subsidiary with an unrelated Person, and (b)
the Company delivers to the Trustee (i) with respect to any Affiliate
Transaction or series of related Affiliate Transactions involving aggregate
consideration in excess of $10.0 million, a resolution of the Board of Directors
set forth in an Officers' Certificate certifying that such Affiliate Transaction
complies with this covenant and that such Affiliate Transaction has been
approved by a majority of the disinterested members of the Board of Directors
(of which there must be at least one), and (ii) with respect to any Affiliate
Transaction or series of related Affiliate Transactions involving aggregate
consideration in excess of $25.0 million, an opinion as to the fairness to the
Holders of such Affiliate Transaction from a financial point of view issued by
an accounting, appraisal or investment banking firm of national standing.

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

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

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

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

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


                                       35



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

Section 4.12. Liens.

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

Section 4.13. Corporate Existence.

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

Section 4.14. Offer to Repurchase Upon Change of Control.

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


                                       36



principal amount to the unpurchased portion of the Notes surrendered, which
unpurchased portion must be equal to $1,000 in principal amount or an integral
multiple thereof. The Company shall comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations thereunder
to the extent such laws and regulations are applicable in connection with the
repurchase of Notes in connection with a Change of Control.

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

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

Section 4.15. Limitation on Issuances and Sales of Capital Stock in Wholly Owned
Subsidiaries.

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

Section 4.16. Payments for Consent.

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


                                       37



Section 4.17. Future Subsidiary Guarantees.

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

Section 4.18. Designation of Restricted and Unrestricted Subsidiaries.

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

Section 4.19. Limitation on Sale and Leaseback Transactions.

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

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

                                    ARTICLE 5
                                   SUCCESSORS

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

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


                                       38



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

Section 5.02. Successor Corporation Substituted.

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

                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

Section 6.01. Events of Default.

     An "Event of Default" occurs if:

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

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

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


                                       39



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

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

          (f) a final judgment or final judgments for the payment of money are
entered by a court or courts of competent jurisdiction against the Company or
any of its Significant Subsidiaries or any group of Subsidiaries that, taken as
a whole, would constitute a Significant Subsidiary and such judgment or
judgments remain undischarged for a period (during which execution shall not be
effectively stayed) of 60 days, provided that the aggregate of all such
undischarged judgments exceeds $10 million (other than amounts covered by
insurance);

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

          (i) commences a voluntary case,

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

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

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

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

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

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

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

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


                                       40



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

Section 6.02. Acceleration.

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

Section 6.03. Other Remedies.

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

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

Section 6.04. Waiver of Past Defaults.

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

Section 6.05. Control by Majority.

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


                                       41



Section 6.06. Limitation on Suits.

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

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

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

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

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

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

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

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

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

Section 6.08. Collection Suit by Trustee.

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

Section 6.09. Trustee May File Proofs of Claim.

     The Trustee is authorized to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property and shall
be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07


                                       42



hereof. To the extent that the payment of any such compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07 hereof out of the estate in any such
proceeding, shall be denied for any reason, payment of the same shall be secured
by a Lien on, and shall be paid out of, any and all distributions, dividends,
money, securities and other properties that the Holders may be entitled to
receive in such proceeding whether in liquidation or under any plan of
reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10. Priorities.

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

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

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

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

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

Section 6.11. Undertaking for Costs.

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

                                    ARTICLE 7
                                     TRUSTEE

Section 7.01. Duties of Trustee.

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

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


                                       43



          (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 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.


                                       44



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

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

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

Section 7.03. Individual Rights of Trustee.

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

Section 7.04. Trustee's Disclaimer.

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

Section 7.05. Notice of Defaults.

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

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

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

     A copy of each report at the time of its mailing to the Holders of Notes
shall be mailed to the Company and filed with the SEC and each stock exchange on
which the Notes are listed in accordance


                                       45



with TIA Section 313(d). The Company shall promptly notify the Trustee when the
Notes are listed on any stock exchange.

Section 7.07. Compensation and Indemnity.

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

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

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

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

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

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

Section 7.08. Replacement of Trustee.

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

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


                                       46



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

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

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

          (d) the Trustee becomes incapable of acting.

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

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

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

     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).


                                       47



Section 7.11. Preferential Collection of Claims Against Company.

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

                                    ARTICLE 8
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

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

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

Section 8.02. Legal Defeasance and Discharge.

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

Section 8.03. Covenant Defeasance.

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


                                       48



under Section 6.01 hereof, but, except as specified above, the remainder of this
Indenture and such Notes shall be unaffected thereby. In addition, upon the
Company's exercise under Section 8.01 hereof of the option applicable to this
Section 8.03 hereof, subject to the satisfaction of the conditions set forth in
Section 8.04 hereof, Sections 6.01(c) through 6.01(f) hereof shall not
constitute Events of Default.

Section 8.04. Conditions to Legal or Covenant Defeasance.

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

     In order to exercise either Legal Defeasance or Covenant Defeasance:

          (a) the Company must irrevocably deposit with the Trustee, in trust,
for the benefit of the Holders, cash in United States dollars, non-callable
Government Securities, or a combination thereof, in such amounts as will be
sufficient, in the opinion of a nationally recognized firm of independent public
accountants, to pay the principal of, premium and interest on the outstanding
Notes on the stated date for payment thereof or on the applicable redemption
date, as the case may be and the Company must specify whether the Notes are
being defeased to maturity or to a particular redemption date;

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

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

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

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

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


                                       49



          (g) the Company shall have delivered to the Trustee an Officers'
Certificate stating that the deposit was not made by the Company with the intent
of preferring the Holders over any other creditors of the Company or with the
intent of defeating, hindering, delaying or defrauding creditors of the Company
or others;

          (h) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for or relating to the Legal Defeasance or the Covenant
Defeasance have been complied with; and

          (i) except as otherwise provided in this Indenture, each Guarantor
shall have been released from its Obligations under its Note Guarantee.

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

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

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

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

Section 8.06. Repayment to Company.

     Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of, premium, if any, or
interest on any Note and remaining unclaimed for two years after such principal,
and premium, if any, or interest has become due and payable shall be paid to the
Company on its request or (if then held by the Company) shall be discharged from
such trust; and the Holder of such Note shall thereafter look only to the
Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in the New York Times and The
Wall Street Journal (national edition), notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such notification or publication, any unclaimed balance of such
money then remaining will be repaid to the Company.


                                       50



Section 8.07. Reinstatement.

     If the Trustee or Paying Agent is unable to apply any United States dollars
or non-callable Government Securities in accordance with Section 8.02 or 8.03
hereof, as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 8.02 or 8.03
hereof, as the case may be; provided, however, that, if the Company makes any
payment of principal of, premium, if any, or interest on any Note following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent.

                                    ARTICLE 9
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01. Without Consent of Holders of Notes.

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

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

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

          (c) to provide for the assumption of the Company's or a Guarantor's
obligations to the Holders of the Notes by a successor to the Company pursuant
to Article 5 or Article 10 hereof;

          (d) to make any change that would provide any additional rights or
benefits to the Holders of the Notes or that does not adversely affect the legal
rights hereunder of any Holder of the Note;

          (e) to comply with requirements of the SEC in order to effect or
maintain the qualification of this Indenture under the TIA;

          (f) to make any change necessary to make this Indenture, the Notes or
the Notes Guarantee, as applicable, consistent with the disclosure under the
caption "Description of Notes" in the final prospectus supplement relating to
the initial issuance of the Notes; or

          (g) to permit any Guarantor to execute a supplemental indenture and/or
a Note Guarantee with respect to the Notes.

     Upon the request of the Company accompanied by a resolution of its Board of
Directors authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of the documents described in Section
7.02 hereof, the Trustee shall join with the Company and the Guarantors in the
execution of any amended or supplemental Indenture authorized or permitted by
the terms of this Indenture and to make any further appropriate agreements and
stipulations that may be


                                       51



therein contained, but the Trustee shall not be obligated to enter into such
amended or supplemental Indenture that affects its own rights, duties or
immunities under this Indenture or otherwise.

Section 9.02. With Consent of Holders of Notes.

     Except as provided below in this Section 9.02, the Company and the Trustee
may amend or supplement this Indenture (including Sections 3.09, 4.10 and 4.14
hereof), the Note Guarantees and the Notes with the consent of the Holders of at
least a majority in principal amount of the Notes then outstanding voting as a
single class (including consents obtained in connection with a tender offer or
exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04
and 6.07 hereof, any existing Default or Event of Default (other than a Default
or Event of Default in the payment of the principal of, premium, if any, or
interest on the Notes, except a payment default resulting from an acceleration
that has been rescinded) or compliance with any provision of this Indenture, the
Note Guarantees or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes voting as a single
class (including consents obtained in connection with a tender offer or exchange
offer for, or purchase of, the Notes). Section 2.08 hereof shall determine which
Notes are considered to be "outstanding" for purposes of this Section 9.02.

     Upon the request of the Company accompanied by a resolution of its Board of
Directors authorizing the execution of any such amended or supplemental
Indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by
the Trustee of the documents described in Section 7.02 hereof, the Trustee shall
join with the Company in the execution of such amended or supplemental Indenture
unless such amended or supplemental Indenture directly affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise, in which case
the Trustee may in its discretion, but shall not be obligated to, enter into
such amended or supplemental Indenture.

     It shall not be necessary for the consent of the Holders of Notes under
this Section 9.02 to approve the particular form of any proposed amendment or
waiver, but it shall be sufficient if such consent approves the substance
thereof.

     After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental
Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a
majority in aggregate principal amount of the Notes then outstanding voting as a
single class may waive compliance in a particular instance by the Company with
any provision of this Indenture or the Notes. However, without the consent of
each Holder affected, an amendment or waiver under this Section 9.02 may not
(with respect to any Notes held by a non-consenting Holder):

          (a) reduce the principal amount of Notes whose Holders must consent to
an amendment, supplement or waiver;

          (b) reduce the principal of or change the fixed maturity of any Note
or alter or waive any of the provisions with respect to the redemption of the
Notes except as provided above with respect to Sections 3.09, 4.10 and 4.14
hereof;

          (c) reduce the rate of or change the time for payment of interest,
including default interest, on any Note;


                                       52



          (d) waive a Default or Event of Default in the payment of principal of
or premium, if any, or interest on the Notes (except a rescission of
acceleration of the Notes by the Holders of at least a majority in aggregate
principal amount of the then outstanding Notes and a waiver of the payment
default that resulted from such acceleration);

          (e) make any Note payable in money other than that stated in the
Notes;

          (f) make any change in the provisions of this Indenture relating to
waivers of past Defaults or the rights of Holders of Notes to receive payments
of principal of or interest on the Notes;

          (g) make any change in Section 6.04 or 6.07 hereof or in the foregoing
amendment and waiver provisions;

          (h) waive a payment required by any of the covenants in 3.09, 4.10,
4.14; or

          (i) release any Guarantor from any of its obligations under its Note
Guarantee or this Indenture, except in accordance with the terms of this
Indenture.

Section 9.03. Compliance with Trust Indenture Act.

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

Section 9.04. Revocation and Effect of Consents.

     Until an amendment, supplement or waiver becomes effective, a consent to it
by a Holder of a Note is a continuing consent by the Holder of a Note and every
subsequent Holder of a Note or portion of a Note that evidences the same debt as
the consenting Holder's Note, even if notation of the consent is not made on any
Note. However, any such Holder of a Note or subsequent Holder of a Note may
revoke the consent as to its Note if the Trustee receives written notice of
revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

Section 9.05. Notation on or Exchange of Notes.

     The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Company in
exchange for all Notes may issue and the Trustee shall, upon receipt of an
Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.

     Failure to make the appropriate notation or issue a new Note shall not
affect the validity and effect of such amendment, supplement or waiver.

Section 9.06. Trustee to Sign Amendments, etc.

     The Trustee shall sign any amended or supplemental Indenture authorized
pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Company
may not sign an amendment or supplemental Indenture until the Board of Directors
approves it. In executing any amended or supplemental indenture, the Trustee
shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully
protected in relying upon, in addition to the documents required by Section
11.04 hereof, an Officer's Certificate and an Opinion of


                                       53



Counsel stating that the execution of such amended or supplemental indenture is
authorized or permitted by this Indenture.

                                   ARTICLE 10
                                 NOTE GUARANTEES

Section 10.01. Guarantee.

     Subject to this Article 10, each of the Guarantors hereby, jointly and
severally, unconditionally guarantees to each Holder of a Note authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the Notes or
the obligations of the Company hereunder or thereunder, that: (a) the principal
of and interest on the Notes will be promptly paid in full when due, whether at
maturity, by acceleration, redemption or otherwise, and interest on the overdue
principal of and interest on the Notes, if any, if lawful, and all other
obligations of the Company to the Holders or the Trustee hereunder or thereunder
will be promptly paid in full or performed, all in accordance with the terms
hereof and thereof, and (b) in case of any extension of time of payment or
renewal of any Notes or any of such other obligations, that same will be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise.
Failing payment when due of any amount so guaranteed or any performance so
guaranteed for whatever reason, the Guarantors shall be jointly and severally
obligated to pay the same immediately. Each Guarantor agrees that this is a
guarantee of payment and not a guarantee of collection.

     The Guarantors hereby agree that their obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a guarantor. Each Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenant that this Note Guarantee shall not be discharged except by complete
performance of the obligations contained in the Notes and this Indenture.

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

     Each Guarantor agrees that it shall not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof
for the purposes of this Note Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (y) in the event of any declaration of acceleration of
such obligations as provided in Article 6 hereof, such obligations (whether or
not due and payable) shall forthwith become due and payable by the Guarantors
for the purpose of this Note Guarantee. The Guarantors shall have the right to
seek contribution from any non-paying Guarantor so long as the exercise of such
right does not impair the rights of the Holders under the Guarantee.


                                       54



Section 10.02. Limitation on Guarantor Liability.

     Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Note Guarantee of
such Guarantor not constitute a fraudulent transfer or conveyance for purposes
of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law to the extent applicable to any
Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders
and the Guarantors hereby irrevocably agree that the obligations of such
Guarantor will, after giving effect to such maximum amount and all other
contingent and fixed liabilities of such Guarantor that are relevant under such
laws, and after giving effect to any collections from, rights to receive
contribution from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such other Guarantor under this Article 10, result
in the obligations of such Guarantor under its Note Guarantee not constituting a
fraudulent transfer or conveyance.

Section 10.03. Execution and Delivery of Note Guarantee.

     To evidence its Note Guarantee set forth in Section 10.01, each Guarantor
hereby agrees that a notation of such Note Guarantee substantially in the form
included in Exhibit B shall be endorsed by an Officer of such Guarantor on each
Note authenticated and delivered by the Trustee and that this Indenture shall be
executed on behalf of such Guarantor by its President or one of its Vice
Presidents.

     Each Guarantor hereby agrees that its Note Guarantee set forth in Section
10.01 shall remain in full force and effect notwithstanding any failure to
endorse on each Note a notation of such Note Guarantee.

     If an Officer whose signature is on this Indenture or on the Note Guarantee
no longer holds that office at the time the Trustee authenticates the Note on
which a Note Guarantee is endorsed, the Note Guarantee shall be valid
nevertheless.

     The delivery of any Note by the Trustee, after the authentication thereof
hereunder, shall constitute due delivery of the Note Guarantee set forth in this
Indenture on behalf of the Guarantors.

     In the event that the Company creates or acquires any new Subsidiaries
subsequent to the date of this Indenture, if required by Section 4.18 hereof,
the Company shall cause such Subsidiaries to execute supplemental indentures to
this Indenture and Note Guarantees in accordance with Section 4.18 hereof and
this Article 10, to the extent applicable.

Section 10.04. Guarantors May Consolidate, etc., on Certain Terms.

     Except as otherwise provided in Section 10.05, no Guarantor may consolidate
with or merge with or into (whether or not such Guarantor is the surviving
Person) another Person whether or not affiliated with such Guarantor unless:

          (a) subject to Section 10.05 hereof, either: (i) the Surviving Person
(if not a Guarantor or the Company) is a Restricted Subsidiary and expressly
assumes all the obligations of that Guarantor under the Indenture and the Notes
Guarantee by executing a supplemental indenture and other documents reasonably
satisfactory to the Trustee; or (ii) such sale, transfer, assignment, conveyance
or other disposition or merger, consolidation or amalgamation is otherwise in
compliance with Section 4.10; and

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


                                       55



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

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

Section 10.05. Release of Notes Guarantors.

          (a) A Notes Guarantor shall be released from all of its obligations
under its Notes Guarantee and this Indenture:

          (i) in connection with any sale or other disposition of all or
     substantially all of the assets or all of the Capital Stock of that Notes
     Guarantor (including by way of merger or consolidation) to a Person that is
     not (either before or after giving effect to such transaction) the Company
     or a Domestic Subsidiary of the Company, if such sale or other disposition
     is in compliance with Section 4.10;

          (ii) upon the designation of such Guarantor as an Unrestricted
     Subsidiary, in accordance with the terms of this Indenture;

          (iii) upon the delivery by the Company to the Trustees of an Officers'
     Certificate certifying that such Guarantor is not a Significant Subsidiary
     or a Domestic Subsidiary;

          (iv) in the case of the Guarantors who Guarantee the Notes on the
     Issue Date, upon the release of a Guarantor from its Guarantee under the
     Existing Senior Notes and the Senior Subordinated Notes;

and in each case, the Company has delivered to the Trustee an Officers'
Certificate, each stating that all conditions precedent herein provide for
relating to such transactions have been complied with and that such release is
authorized and permitted hereunder.

          (b) If all of the conditions to release contained in this Section
10.05 have been satisfied, the Trustee shall execute any documents reasonably
requested by the Company or any Notes Guarantor in order to evidence the release
of such Notes Guarantor from its obligations under its Notes Guarantee under
this Article 10.

     Any Guarantor not released from its obligations under its Note Guarantee
shall remain liable for the full amount of principal of and interest on the
Notes and for the other obligations of any Guarantor under this Indenture as
provided in this Article 10.


                                       56



                                   ARTICLE 11
                                  MISCELLANEOUS

Section 11.01. Trust Indenture Act Controls.

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

Section 11.02. Notices.

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

          If to the Company and/or any Guarantor:

          Amkor Technology, Inc.
          1900 South Price Road
          Chandler, Arizona 85248
          Telecopier No.: (610) 431-3990
          Attention: Chief Financial Officer

          With a copy to:

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

          If to the Trustee:

          U.S. Bank National Association
          One Federal Street, 3rd Floor
          Boston, MA 02110
          Telecopier No.: (617) 603-6665
          Attention: Corporate Trust Services

               (Amkor Technology, Inc. ___% Senior Notes due 2016)

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

     All notices and communications (other than those sent to Holders) shall be
deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when answered back, if telexed; when receipt acknowledged,
if telecopied; and the next Business Day after timely delivery to the courier,
if sent by overnight air courier guaranteeing next day delivery. Notwithstanding
the foregoing, notices to the Trustee shall be effective only upon receipt by a
Responsible Officer.


                                       57



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

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

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

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

     Holders may communicate pursuant to TIA Section 312(b) with other Holders
with respect to their rights under this Indenture or the Notes. The Company, the
Trustee, the Registrar and anyone else shall have the protection of TIA Section
312(c).

Section 11.04. Certificate and Opinion as to Conditions Precedent.

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

          (a) an Officers' Certificate in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 11.05 hereof) stating that, in the opinion of the signers, all
conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been satisfied; and

          (b) an Opinion of Counsel in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 11.05 hereof) stating that, in the opinion of such counsel, all such
conditions precedent and covenants have been satisfied.

Section 11.05. Statements Required in Certificate or Opinion.

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

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

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

          (c) a statement that, in the opinion of such Person, he or she has
made such examination 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.


                                       58



Section 11.06. Rules by Trustee and Agents.

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

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

     No past, present or future director, officer, employee, incorporator or
stockholder of the Company or any Guarantor, as such, shall have any liability
for any obligations of the Company or such Guarantor under the Notes, the Note
Guarantees, this Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder by accepting a Note
waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes.

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

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

Section 11.09. Agent for Service; Submission to Jurisdiction.

     Each of the parties hereto irrevocably agrees that any suit, action or
proceeding arising out of or relating to this Indenture or the Notes, or brought
under federal or state securities laws or brought by the Trustee, may be
instituted in any federal or state court in the State of New York, borough of
Manhattan. The Company has irrevocably appointed Corporation Service Company,
located at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19898-1660, as
its agent (the "Authorized Agent") for service of process in any suit, action or
proceeding arising out of or relating to this Indenture and the Notes, or
brought under federal or state securities laws or brought by the Trustee, that
may be instituted in federal or state courts in the State of New York, borough
of Manhattan. The Company expressly consents to the jurisdiction of any such
court in respect of such action and waives any other requirements or objections
to personal jurisdiction with respect thereto. Such appointment shall be
irrevocable unless and until replaced by an agent reasonably acceptable to the
Trustee. The Company agrees to take any and all action, including the filing of
any and all documents and instruments, that may be necessary to continue such
appointment in full force and effect as aforesaid. Service of process upon the
Authorized Agent and written notice of such service to the Company shall be
deemed, in every respect, effective service of process upon the Company.

Section 11.10. No Adverse Interpretation of Other Agreements.

     This Indenture may not be used to interpret any other indenture, loan or
debt agreement of the Company or its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this
Indenture.

Section 11.11. Successors.

     All agreements of the Company in this Indenture and the Notes shall bind
its successors. All agreements of the Trustee in this Indenture shall bind its
successors. All agreements of each Guarantor in this Indenture shall bind its
successors, except as otherwise provided in Section 10.05.


                                       59



Section 11.12. Severability.

     In case any provision in this Indenture or in the Notes shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.

Section 11.13. Counterpart Originals.

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

Section 11.14. Table of Contents, Headings, etc.

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

Section 11.15. Designated Senior Debt.

     The Notes shall be "Designated Senior Debt" for purposes of the indenture
governing the Company's 5.75% convertible subordinated notes due 2006, 5.00%
convertible subordinated notes due 2007 and the Senior Subordinated Notes.

                         [Signatures on following page]


                                       60


                                   SIGNATURES

Dated as of 2006

                                        AMKOR TECHNOLOGY, INC.


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


                                        U.S. BANK NATIONAL ASSOCIATION


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



                                                                       EXHIBIT A

                                 [Face of Note]

                                                                 CUSIP _________

                           ____% Senior Notes due 2016

No. ___ $____________

                             AMKOR TECHNOLOGY, INC.

promises to pay to _____________________________________________________________
or registered assigns,
the principal sum of ___________________________________________________________
Dollars on _____________, 2016

Interest Payment Dates: _____________ and _____________
Record Dates: _____________ and _____________
Dated: _____________, 2006


                                       A-1



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

Dated: ____________, 2006               AMKOR TECHNOLOGY, INC.


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


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

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

U.S. BANK NATIONAL ASSOCIATION,
as Trustee


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


                                       A-2



                                 [Back of Note]
                           ____% Senior Notes due 2016

[Insert the Global Note Legend, if applicable pursuant to the provisions of the
Indenture]

     Capitalized terms used herein shall have the meanings assigned to them in
the Indenture referred to below unless otherwise indicated.

     1. INTEREST. Amkor Technology, Inc., a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Note at
___% per annum from _____________, 2006 until maturity. The Company will pay
interest semi-annually in arrears on _____________ and _____________ of each
year, or if any such day is not a Business Day, on the next succeeding Business
Day (each an "Interest Payment Date"). Interest on the Notes will accrue from
the most recent date to which interest has been paid or, if no interest has been
paid, from the date of issuance; provided that if there is no existing Default
in the payment of interest, and if this Note is authenticated between a record
date referred to on the face hereof and the next succeeding Interest Payment
Date, interest shall accrue from such next succeeding Interest Payment Date;
provided, further, that the first Interest Payment Date shall be ___________,
2006. The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal and premium, if any,
from time to time on demand at a rate that is 1% per annum in excess of the rate
then in effect; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful. Interest will be computed on the basis of a
360-day year of twelve 30-day months.

     2. METHOD OF PAYMENT. The Company will pay interest on the Notes (except
defaulted interest) to the Persons who are registered Holders of Notes at the
close of business on the _____________ or _____________ next preceding the
Interest Payment Date, even if such Notes are canceled after such record date
and on or before such Interest Payment Date, except as provided in Section 2.12
of the Indenture with respect to defaulted interest. The Notes will be payable
as to principal, premium and interest at the office or agency of the Company
maintained for such purpose within or without the City and State of New York,
or, at the option of the Company, payment of interest may be made by check
mailed to the Holders at their addresses set forth in the register of Holders,
and provided that payment by wire transfer of immediately available funds will
be required with respect to principal of and interest, premium on, all Global
Notes and all other Notes the Holders of which shall have provided wire transfer
instructions to the Company or the Paying Agent. Such payment shall be in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts.

     3. PAYING AGENT AND REGISTRAR. Initially, U.S. Bank National Association,
the Trustee under the Indenture, will act as Paying Agent and Registrar. The
Company may change any Paying Agent or Registrar without notice to any Holder.
The Company or any of its Subsidiaries may act in any such capacity.

     4. INDENTURE. The Company issued the Notes under an Indenture dated as of
_____________, 2006 ("Indenture") between the Company and the Trustee. The terms
of the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.
Code Sections 77aaa-77bbbb). The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such
terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the indenture shall govern and be
controlling.


                                       A-3



     5. OPTIONAL REDEMPTION.

     (a) Except as set forth in clauses (c) and (d) of this paragraph 5, the
Notes will not be redeemable at the option of the Company prior to
_____________, 2011.

     (b) At any time and from time to time on and after _____________, 2011, the
Notes may be redeemed at the option of the Company at the redemption prices set
forth below, plus accrued and unpaid interest to but excluding the redemption
date (subject to the right of holders of record on the relevant record date to
receive interest due on the relevant interest payment date). The following
redemption prices are for the Notes redeemed during the 12-month period
commencing on _____________ of the years set forth below, and are expressed as
percentages of principal amount:



YEAR                  REDEMPTION PRICE
- ----                  ----------------
                   
2011
2012
2013
2014 and thereafter       100.000%


     (c) At any time, and from time to time, prior to _____________, 2011, the
Notes are subject to redemption, as a whole or in part, at the election of the
Company, at a price equal to the sum of (i) 100% of the principal amount thereof
plus accrued interest to the redemption date plus (ii) the Make-Whole Amount, if
any.

     (d) At any time, and from time to time, prior to _____________, 2009, the
Company may redeem up to a maximum of 35% of the aggregate principal amount of
the Notes issued under the Indenture with the proceeds of one or more Equity
Offerings at a redemption price (expressed as a percentage of principal amount)
equal to ___% of the principal amount thereof, plus accrued and unpaid interest
to the redemption date (subject to the rights of Holders of record on the
relevant interest record date to receive interest due on the relevant interest
payment date); provided, however, that after giving effect to such redemption,
at least 65% of the original aggregate principal amount of the Notes (excluding
Notes held by the Company and its Subsidiaries) remains outstanding. Any such
redemption shall be made within 45 days of the closing of such Equity Offering.

     6. NO MANDATORY REDEMPTION.

     Except as set forth in paragraph 7 below, the Company shall not be required
to make mandatory redemption payments with respect to the Notes.

     7. REPURCHASE AT OPTION OF HOLDER.

     (a) If there is a Change of Control, the Company shall be required to make
an offer (a "Change of Control Offer") to repurchase all or any part (equal to
$1,000 or an integral multiple thereof) of each Holder's Notes at a purchase
price equal to 101% of the aggregate principal amount thereof plus accrued and
unpaid interest thereon, if any, to the date of purchase (the "Change of Control
Payment"). Within 30 days following any Change of Control, the Company shall
mail a notice to each Holder setting forth the procedures governing the Change
of Control Offer as required by the Indenture.

     (b) If the Company or a Subsidiary consummates any Asset Sales, within five
days of each date on which the aggregate amount of Excess Proceeds exceeds $10
million, the Company shall commence an offer to all Holders of Notes and all
holders of other Indebtedness that is pari passu with the Notes containing
provisions similar to Section 4.10 of the Indenture (as "Asset Sale Offer")
pursuant


                                       A-4



to Section 3.09 of the Indenture to purchase the maximum principal amount of
Notes and such pari passu Indebtedness that may be purchased out of the Excess
Proceeds at an offer price in cash in an amount equal to 100% of the principal
amount thereof plus accrued and unpaid interest to the date fixed for the
closing of such offer, in accordance with the procedures set forth in the
Indenture. To the extent that the aggregate amount of Notes and such pari passu
Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess
Proceeds, the Company (or such Subsidiary) may use such deficiency for any
purpose not otherwise prohibited by the Indenture. If the aggregate principal
amount of Notes surrendered by Holders thereof plus the amount of any pari passu
Indebtedness surrendered by the holders thereof exceeds the amount of Excess
Proceeds, the Trustee shall select the Notes to be purchased on a pro rata
basis. Holders of Notes that are the subject of an offer to purchase will
receive an Asset Sale Offer from the Company prior to any related purchase date
and may elect to have such Notes purchased by completing the form entitled
"Option of Holder to Elect Purchase" on the reverse of the Notes.

     8. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Company
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the corresponding Interest Payment Date.

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

     10. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the
Indenture, the Note Guarantees or the Notes may be amended or supplemented with
the consent of the Holders of at least a majority in principal amount of the
then outstanding Notes voting as a single class, and any existing default or
compliance with any provision of the Indenture, the Note Guarantees or the Notes
may be waived with the consent of the Holders of a majority in principal amount
of the then outstanding Notes voting as a single class. Without the consent of
any Holder of a Note, the Indenture, the Note Guarantees or the Notes may be
amended or supplemented to cure any ambiguity, defect or inconsistency, to
provide for uncertificated Notes in addition to or in place of certificated
Notes, to provide for the assumption of the Company's or Guarantor's obligations
to Holders of the Notes in case of a merger or consolidation, to make any change
that would provide any additional rights or benefits to the Holders of the Notes
or that does not adversely affect the legal rights under the Indenture of any
such Holder, to comply with the requirements of the SEC in order to effect or
maintain the qualification of the Indenture under the Trust Indenture Act, to
make any change necessary to make the Indenture, the Notes or the Notes
Guarantee, as applicable, consistent with the disclosure under the caption
"Description of Notes" in the final prospectus supplement relating to the
initial issuance of the Notes or to permit any Guarantor to execute a
supplemental indenture to the Indenture and/or a Note Guarantee with respect to
the Notes.

     11. DEFAULTS AND REMEDIES. Events of Default include: (i) default for 30
days in the payment when due of interest on the Notes; (ii) default in payment
when due of principal of or premium, if any, on the Notes when the same becomes
due and payable at maturity, upon redemption (including in connection with an
offer to purchase) or otherwise, (iii) failure by the Company to comply with
Section 4.10 or 4.14 of the Indenture; (iv) failure by the Company for 60 days
after notice to the Company by the Trustee or the Holders of at least 25% in
principal amount of the Notes then outstanding voting as a single class to
comply with certain other agreements in the Indenture or the Notes; (v) default
under certain


                                       A-5



other agreements relating to Indebtedness of the Company which default is caused
by a failure to pay principal of such Indebtedness at the express maturity
thereof or results in the acceleration of such Indebtedness prior to its express
maturity; (vi) certain final judgments for the payment of money that remain
undischarged for a period of 60 days; and (vii) certain events of bankruptcy or
insolvency with respect to the Company or any of its Significant Subsidiaries.
If any Event of Default occurs and is continuing, the Trustee or the Holders of
at least 25% in principal amount of the then outstanding Notes may declare all
the Notes to be due and payable. Notwithstanding the foregoing, in the case of
an Event of Default arising from certain events of bankruptcy or insolvency, all
outstanding Notes will become due and payable without further action or notice.
Holders may not enforce the Indenture or the Notes except as provided in the
Indenture. Subject to certain limitations, Holders of a majority in principal
amount of the then outstanding Notes may direct the Trustee in its exercise of
any trust or power. The Trustee may withhold from Holders of the Notes notice of
any continuing Default or Event of Default (except a Default or Event of Default
relating to the payment of principal or interest) if it determines that
withholding notice is in their interest. The Holders of a majority in aggregate
principal amount of the Notes then outstanding by notice to the Trustee may on
behalf of the Holders of all of the Notes waive any existing Default or Event of
Default and its consequences under the Indenture except a continuing Default or
Event of Default in the payment of interest on, or the principal of, the Notes.
The Company is required to deliver to the Trustee annually a statement regarding
compliance with the Indenture, and the Company is required upon becoming aware
of any Default or Event of Default, to deliver to the Trustee a statement
specifying such Default or Event of Default.

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

     13. GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN
AND BE USED TO CONSTRUE THE INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

     14. TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Company or its Affiliates, and may otherwise deal with the Company or
its Affiliates, as if it were not the Trustee.

     15. NO RECOURSE AGAINST OTHERS. A director, officer, employee, incorporator
or stockholder, of the Company, as such, shall not have any liability for any
obligations of the Company under the Notes or the Indenture or for any claim
based on, in respect of, or by reason of, such obligations or their creation.
Each Holder by accepting a Note waives and releases all such liability. The
waiver and release are part of the consideration for the issuance of the Notes.

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

     17. ABBREVIATIONS. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).


                                       A-6



     18. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

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

Amkor Technology, Inc.
1900 South Price Road
Chandler, Arizona 85248
Attention: Chief Financial Officer


                                       A-7


                                 ASSIGNMENT FORM

     To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
                                              ----------------------------------
                                                (Insert assignee's legal name)

- --------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)

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

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

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

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

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

Date:
      ----------------


                                        Your Signature:
                                                        ------------------------
                                        (Sign exactly as your name appears
                                        on the face of this Note)


Signature Guarantee*:
                      -------------------------

*    Participant in a recognized Signature Guarantee Medallion Program (or other
     signature guarantor acceptable to the Trustee).


                                       A-8



                       OPTION OF HOLDER TO ELECT PURCHASE

     If you want to elect to have this Note purchased by the Company pursuant to
Section 4.10 or 4.14 of the Indenture, check the appropriate box below:

                       [ ] Section 4.10   [ ] Section 4.14

     If you want to elect to have only part of the Note purchased by the Company
pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you
elect to have purchased:

                                                                $_______________

Date:
      -----------------


                                        Your Signature:
                                                        ------------------------
                                        (Sign exactly as your name appears
                                        on the face of this Note)

                                        Tax Identification No.:
                                                                ----------------


Signature Guarantee*:
                      -------------------------

*    Participant in a recognized Signature Guarantee Medallion Program (or other
     signature guarantor acceptable to the Trustee).


                                       A-9



             SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

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




                  Amount of decrease in  Amount of increase in      Principal Amount of            Signature of
                   Principal Amount of    Principal Amount of   this Global Note following     authorized officer of
Date of Exchange     this Global Note       this Global Note    such decrease (or increase)  Trustee or Note Custodian
- ----------------  ---------------------  ---------------------  ---------------------------  -------------------------
                                                                                 



*    This schedule should be included only if the Note is issued in global form.


                                      A-10


                                                                       EXHIBIT B

                          FORM OF NOTATION OF GUARANTEE

     For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture dated as of ___________, 2006 (the "Indenture")
among Amkor Technology, Inc., the Guarantors signatory thereto, and U.S. Bank
National Association, as trustee (the "Trustee"), (a) the due and punctual
payment of the principal of, premium, if any, and interest on the Notes (as
defined in the Indenture), whether at maturity, by acceleration, redemption or
otherwise, the due and punctual payment of interest on overdue principal and
premium, and, to the extent permitted by law, interest, and the due and punctual
performance of all other obligations of the Company to the Holders or the
Trustee all in accordance with the terms of the Indenture and (b) in case of any
extension of time of payment or renewal of any Notes or any of such other
obligations, that the same will be promptly paid in full when due or performed
in accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise. The obligations of the Guarantors to the
Holders of Notes and to the Trustee pursuant to the Note Guarantee and the
Indenture are expressly set forth in Article 10 of the Indenture and reference
is hereby made to the Indenture for the precise terms of the Note Guarantee.
Each Holder of a Note, by accepting the same, agrees to and shall be bound by
such provisions.

                                        [NAME OF GUARANTOR(S)]


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


                                      B-1



                                                                       EXHIBIT C

                         FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS

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

                                   WITNESSETH

     WHEREAS, the Company has heretofore executed and delivered to the Trustee
an indenture (the "Indenture"), dated as of ___________, 2006, governing the
Company's ___% Senior Notes due 2016 (the "Notes");

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

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

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

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

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

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

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

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


                                      C-1



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

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

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

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

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

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

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

          (i) Pursuant to Section 10.02 of the Indenture, after giving effect to
any maximum amount and any other contingent and fixed liabilities that are
relevant under any applicable Bankruptcy or fraudulent conveyance laws, and
after giving effect to any collections from, rights to receive contribution from
or payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under Article 10 of the Indenture, this Note
Guarantee shall be limited to the maximum amount permissible such that the
obligations of such Guarantor under this Note Guarantee will not constitute a
fraudulent transfer or conveyance.

     3. EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary agrees that the
Note Guarantees shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Note Guarantee.


                                      C-2



     4. GUARANTEEING SUBSIDIARY MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.

     (a) Except as otherwise provided in Article 4 hereof and Section 10.05 of
the Indenture, no Guarantor may consolidate with or merge with or into (whether
or not such Guarantor is the surviving Person) another Person whether or not
affiliated with such Guarantor unless:

          (a) subject to Article 4 hereof and Section 10.05 of the Indenture,
either: (i) the Surviving Person (if not a Guarantor or the Company) is a
Restricted Subsidiary and expressly assumes all the obligations of that
Guarantor under the Indenture and the Notes Guarantee by executing a
supplemental indenture and other documents reasonably satisfactory to the
Trustee; or (ii) such sale, transfer, assignment, conveyance or other
disposition or merger, consolidation or amalgamation is otherwise in compliance
with Section 4.10 of the Indenture; and

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

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

     (c) Except as set forth in Articles 4 and 5 and Section 10.05 of Article 10
of the Indenture, and notwithstanding clauses (a) and (b) above, nothing
contained in the Indenture or in any of the Notes shall prevent any
consolidation or merger of a Guarantor with or into the Company or another
Guarantor, or shall prevent any sale or conveyance of the property of a
Guarantor as an entirety or substantially as an entirety to the Company or
another Guarantor.

     5. RELEASES.

     (a) A Notes Guarantor shall be released from all of its obligations under
its Notes Guarantee and the Indenture:

          (i) in connection with any sale or other disposition of all or
     substantially all of the assets or all of the Capital Stock of that Notes
     Guarantor (including by way of merger or consolidation) to a Person that is
     not (either before or after giving effect to such transaction) the Company
     or a Domestic Subsidiary of the Company, if such sale or other disposition
     is in compliance with Section 4.10 of the Indenture;

          (ii) upon the designation of such Guarantor as an Unrestricted
     Subsidiary, in accordance with the terms of the Indenture;


                                      C-3



          (iii) upon the delivery by the Company to the Trustees of an Officers'
     Certificate certifying that such Guarantor is not a Significant Subsidiary
     or a Domestic Subsidiary;

     and in each case, the Company has delivered to the Trustee an Officers'
Certificate, each stating that all conditions precedent herein provide for
relating to such transactions have been complied with and that such release is
authorized and permitted hereunder.

     (b) Any Guarantor not released from its obligations under its Note
Guarantee shall remain liable for the full amount of principal of and interest
on the Notes and for the other obligations of any Guarantor under the Indenture
as provided in Article 10 of the Indenture.

     6. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, stockholder or agent of the Guaranteeing
Subsidiary, as such, shall have any liability for any obligations of the Company
or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the
Indenture or this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of the
Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes. Such waiver may
not be effective to waive liabilities under the federal securities laws and it
is the view of the SEC that such a waiver is against public policy.

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

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

     9. EFFECT OF HEADINGS. The Section headings herein are for convenience only
and shall not affect the construction hereof.

     10. THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiary and the Company.


                                      C-4



     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.

Dated: _______________, ____

                                        [GUARANTEEING SUBSIDIARY]


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


                                        AMKOR TECHNOLOGY, INC.


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


                                        [EXISTING GUARANTORS]


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


                                        U.S. BANK NATIONAL ASSOCIATION,
                                        as Trustee


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


                                      C-5

                                                                     Exhibit 4.2

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

                                   ----------

                             AMKOR TECHNOLOGY, INC.

                                       AND

                         U.S. BANK NATIONAL ASSOCIATION

                                   AS TRUSTEE

                                  $[__________]

           [_________]% Convertible Senior Subordinated Notes due 2011

                                   ----------

                                    INDENTURE

                           Dated as of May [__], 2006

                                   ----------

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



                             AMKOR TECHNOLOGY, INC.

               Reconciliation and tie between Trust Indenture Act
                of 1939 and Indenture, dated as of May [__], 2006



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


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


                                        i



                                TABLE OF CONTENTS



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

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

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

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

ARTICLE V SUCCESSORS.....................................................    19



                                        i



                                TABLE OF CONTENTS
                                   (CONTINUED)



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

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

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

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



                                       ii



                                TABLE OF CONTENTS
                                   (CONTINUED)



                                                                            PAGE
                                                                            ----
                                                                         
   SECTION 8.04.    Return of Unclaimed Monies...........................    29
   SECTION 8.05.    Reinstatement........................................    30

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

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

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



                                       iii



                                TABLE OF CONTENTS
                                   (CONTINUED)



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

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



                                       iv


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

                                    ARTICLE I
                                   DEFINITIONS

     SECTION 1.01. Definitions.

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

          "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise. For purposes of this definition, the terms
"controlling," "controlled by" and "under common control with" shall have
correlative meanings.

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

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

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

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



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

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

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

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

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

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

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


                                        2



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

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

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

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

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

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

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

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

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

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

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


                                        3



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

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

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

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

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

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

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

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

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

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

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

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

          "Indebtedness" means, with respect to any specified Person, any
indebtedness of such Person, whether or not contingent, in respect of: (i)
borrowed money; (ii) bonds, notes, debentures or similar instruments or letters
of credit (or reimbursement agreements in respect thereof); (iii) banker's
acceptances; (iv) Capital Lease Obligations; (v) the balance deferred and unpaid
of the purchase price of


                                        4



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

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

          "Interest Payment Date" means [___] and [___] of each year, commencing
[___], 2006.

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

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

          "Maturity Date" means [___], 2011.

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

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

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

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

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

          "Permitted Bank Debt" means Indebtedness incurred by the Company or
any Restricted Subsidiary other than a Foreign Subsidiary pursuant to the Credit
Facilities, any Receivables Program, or one or more other term loan and/or
revolving credit or commercial paper facilities (including any letter of


                                        5



credit subfacilities) entered into with commercial banks and/or financial
institutions, and any replacement, extension, renewal, refinancing or refunding
thereof.

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

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

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

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

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

          "Regular Record Date" means the [___] or [___] immediately preceding
each Interest Payment Date.


                                        6



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

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

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

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

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

          "Senior Notes Indentures" means the indentures governing the Senior
Notes.

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

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


                                        7


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

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

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

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

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

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

     SECTION 1.02. Other Definitions.



                                                              Defined in Section
                                                              ------------------
                                                           
"Bankruptcy Law"...........................................    Section 6.01
"Business Day".............................................    Section 10.07
"Current Market Price".....................................    Section 12.05(g)
"Closing Price"............................................    Section 12.05(g)
"Conversion Agent".........................................    Section 2.03
"Custodian"................................................    Section 6.01
"Definitive Securities"....................................    Section 2.01
"Designated Event Date"....................................    Section 4.06
"Designated Event Offer"...................................    Section 4.06
"Designated Event Offer Termination Date"..................    Section 4.06
"Designated Event Payment".................................    Section 4.06
"Designated Event Payment Date"............................    Section 4.06
"Distributed Securities"...................................    Section 12.05(d)
"Distribution Determination Date"..........................    Section 12.05(e)
"Effective Date"...........................................    Section 12.11
"Event of Default".........................................    Section 6.01
"Expiration Date"..........................................    Section 12.05(f)
"ex-date"..................................................    Section 12.05(g)
"fair market value"........................................    Section 12.05(g)
"Legal Holiday"............................................    Section 10.07
"Make Whole Premium".......................................    Section 12.11
"non-electing share".......................................    Section 12.06
"Paying Agent".............................................    Section 2.03
"Payment Blockage Notice"..................................    Section 10.04



                                        8



                                                           
"Purchased Shares".........................................    Section 12.05(f)
"Record Date"..............................................    Section 12.05(g)
"Register".................................................    Section 2.03
"Registrar"................................................    Section 2.03
"Right"....................................................    Section 12.05(i)
"Rights Plan"..............................................    Section 12.05(i)
"Spinoff Securities".......................................    Section 12.05(d)
"Spinoff Valuation Period".................................    Section 12.05(d)
"trading day"..............................................    Section 12.05(g)
"Triggering Distribution"..................................    Section 12.05(e)


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

          (a)  "Commission" means the Commission;

          (b)  "indenture securities" means the Notes;

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

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

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

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

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

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

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

               (3)  "or" is not exclusive;

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

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

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


                                        9



                                   ARTICLE II
                                    THE NOTES

     SECTION 2.01. Form and Dating.

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

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

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

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

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

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

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

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

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


                                       10



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

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

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

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

     SECTION 2.05. Holder Lists. The Trustee shall preserve in as current a form
as is reasonably practicable the most recent list available to it of the names
and addresses of holders of Notes and shall otherwise comply with TIA Section
312(a). If the Trustee is not the Registrar, the Company shall furnish to the
Trustee at least seven Business Days before each Interest Payment Date, and as
the Trustee may request in writing within fifteen (15) days after receipt by the
Company of any such request (or such lesser time as the Trustee may reasonably
request in order to enable it to timely provide any notice to be provided by it
hereunder), a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of holders of Notes.

     SECTION 2.06. Transfer and Exchange. (a) When Notes are presented to the
Registrar or a co-registrar with a request to register a transfer or to exchange
them for an equal principal amount of


                                       11



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

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

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

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

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

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

               (ii) Definitive Security to Definitive Security. If a holder of a
     Definitive Security wishes at any time to transfer such Definitive Security
     (or portion thereof) to a Person who is required to take delivery thereof
     in the form of a Definitive Security, such holder may, subject to the
     restrictions on transfer set forth herein and in such Definitive Security,
     cause the transfer of such Definitive Security (or any portion thereof in a
     principal amount equal to an authorized denomination) to such transferee.
     Upon receipt by the Registrar of (1) such Definitive


                                       12



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

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

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

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

     SECTION 2.07. Replacement Notes. If the holder of a Note claims that the
Note has been lost, destroyed or wrongfully taken, the Company shall issue and
the Trustee shall authenticate a


                                       13



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

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

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

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

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

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

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

     SECTION 2.09. When Treasury Notes Disregarded. In determining whether the
holders of the required principal amount of Notes have concurred in any
direction, waiver or consent, Notes owned by the Company or an Affiliate of the
Company shall be considered as though they are not outstanding except that for
the purposes of determining whether the Trustee shall be protected in relying on
any such direction, waiver or consent, only Notes which the Trustee knows are so
owned shall be so disregarded.

     SECTION 2.10. Temporary Notes.

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


                                       14



shall be reasonably acceptable to the Trustee. Without unreasonable delay, the
Company shall prepare and the Trustee shall authenticate definitive Notes in
exchange for temporary Notes.

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

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

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

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

     SECTION 2.11. Cancellation. The Company at any time may deliver Notes to
the Trustee for cancellation. The Registrar and Paying Agent shall forward to
the Trustee any Notes surrendered to them for registration of transfer, exchange
or payment. The Trustee and no one else may cancel Notes surrendered for
registration of transfer, exchange, payment, replacement, conversion, repurchase
or cancellation. Upon written instructions of the Company, the Trustee shall
destroy and dispose of canceled Notes as the Company directs and, after such
destruction, shall deliver a certificate of destruction to the Company. The
Company may not issue new Notes to replace Notes that it has paid or repurchased
or that have been delivered to the Trustee for cancellation or that any holder
has (i) converted pursuant to Article XII hereof, or (ii) submitted for
repurchase pursuant to Section 4.06 hereof (unless revoked).

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

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


                                       15



that reliance may be placed only on the other identification numbers printed on
the Notes. The Company will promptly notify the Trustee of any change in the
CUSIP number.

                                   ARTICLE III
                             [INTENTIONALLY OMITTED]

                                   ARTICLE IV
                                    COVENANTS

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

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

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

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

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

     SECTION 4.04. Maintenance of Office or Agency. The Company shall maintain
or cause to be maintained the office or agency required under Section 2.03. The
Company shall give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency not maintained by the Trustee.
If at any time the Company shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof,
presentations, surrenders, notices and demands with respect to the Notes may be
made or served at the Corporate Trust Office of the Trustee.


                                       16



          The Company may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designation.

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

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

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

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

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

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

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

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

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

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


                                       17



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

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

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

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

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

          In the case of any reclassification, change, consolidation, merger,
combination or sale or conveyance to which Section 12.06 applies, in which the
Common Stock of the Company is exchanged as a result into the right to receive
stock, securities or other property or assets (including cash) which includes
shares of common stock of the Company or another Person that are, or upon
issuance will be, traded on a United States national securities exchange or
approved for trading on an established automated over-the-counter trading market
in the United States and such shares constitute at the time such change or
exchange becomes effective in excess of 50% of the aggregate fair market value
of such stock, securities other property and assets (including cash) (as
determined by the Company, which determination shall be conclusive and binding),
then the Person formed by such consolidation or resulting from such merger or
which acquires such assets, as the case may be, shall execute and deliver to the
Trustee a supplemental indenture (which shall comply with the TIA as in force at
the date of execution of such supplemental indenture) modifying the provisions
of this Indenture relating to the right of holders of Notes to cause the Company
to repurchase Notes following a Designated Event, including the applicable
provisions of this Section 4.06 and the definitions of Designated Event, Change
of Control and Termination of Trading, as appropriate, as determined in good
faith by the Company (which determination shall be conclusive and binding), to
make such provision apply to such common stock and the issuer thereof if
different from the Company and Common Stock of the Company (in lieu of the
Company and the Common Stock of the Company).

          The Designated Event Offer shall be made by the Company in compliance
with all applicable provisions of the Exchange Act, and all applicable tender
offer rules promulgated thereunder,


                                       18



to the extent such laws and regulations are then applicable and shall include
all instructions and materials that the Company shall reasonably deem necessary
to enable such holders of Notes to tender their Notes.

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

     SECTION 4.08. Stay, Extension and Usury Laws. The Company covenants (to the
extent that it may lawfully do so) that it shall not at any time insist upon,
plead or in any manner whatsoever claim or take the benefit or advantage of, any
stay, extension or usury law wherever enacted, now or at any time hereafter
enforced, that may affect the Company's obligation to pay the Notes; and the
Company (to the extent that it may lawfully do so) hereby expressly waives all
benefit or advantage of any such law insofar as such law applies to the Notes,
and covenants that it shall not, by resort to any such law, hinder, delay or
impede the execution of any power herein granted to the Trustee, but will suffer
and permit the execution of every such power as though no such law has been
enacted.

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

                                    ARTICLE V
                                   SUCCESSORS

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

          (a) either

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

          (ii) the corporation formed by or surviving any such consolidation or
merger or combination (if other than the Company) or the corporation which
acquires by sale, assignment, transfer, lease, conveyance or other disposition
of all or substantially all of the properties and assets of the Company

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

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


                                       19



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

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

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

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

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

                                   ARTICLE VI
                              DEFAULTS AND REMEDIES

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

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

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

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


                                       20


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

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

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

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

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

          (i) commences a voluntary case,

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

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

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

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

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

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

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

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

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


                                       21



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

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

     SECTION 6.03. Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy by proceeding at law or
in equity to collect the payment of principal of or interest on the Notes or to
enforce the performance of any provision of the Notes or this Indenture. The
Trustee may maintain a proceeding even if it does not possess any of the Notes
or does not produce any of them in the proceeding. A delay or omission by the
Trustee or any holder of a Note in exercising any right or remedy occurring upon
an Event of Default shall not impair the right or remedy or constitute a waiver
of or acquiescence in the Event of Default. All remedies are cumulative to the
extent permitted by law.

     SECTION 6.04. Waiver of Past Defaults. The holders of a majority in
aggregate principal amount of the Notes then outstanding may, on behalf of the
holders of all the Notes, waive an existing Default or Event of Default and its
consequences, except a Default or Event of Default in the payment of the
principal of, premium, if any, or interest on the Notes (other than the
non-payment of principal of and premium, if any, and interest, if any, on the
Notes which has become due solely by virtue of an acceleration which has been
duly rescinded as provided above), or in respect of a covenant or provision of
this Indenture which cannot be modified or amended without the consent of all
holders of Notes. When a Default or Event of Default is waived, it is cured and
stops continuing. No waiver shall extend to any subsequent or other Default or
Event of Default or impair any right consequent thereon.

     SECTION 6.05. Control by Majority. The holders of a majority in aggregate
principal amount of the then outstanding Notes may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on it. However, the Trustee may refuse
to follow any direction that conflicts with law or this Indenture that the
Trustee determines may be unduly prejudicial to the rights of other holders of
Notes or that may involve the Trustee in personal liability; provided that the
Trustee shall have no duty or obligation (subject to Section 7.01) to ascertain
whether or not such actions of forbearances are unduly prejudicial to such
holders; provided, further, that the Trustee may take any other action the
Trustee deems proper that is not inconsistent with such directions.

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


                                       22



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

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

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

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

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

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

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

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

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

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

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

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

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


                                       23



amounts due and payable on the Notes for principal, premium, if any, and
interest, if any, respectively; and

          Fourth: to the Company.

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

     SECTION 6.11. Undertaking for Costs. In any suit for the enforcement of any
right or remedy under this Indenture or in any suit against the Trustee for any
action taken or omitted by it as a Trustee, a court in its discretion may
require the filing by any party litigant in the suit, other than the Trustee, of
an undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys fees, against any party
litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section does not apply to a
suit by the Trustee, a suit by a holder pursuant to Section 6.07 or a suit by
holders of more than 10% in principal amount of the then outstanding Notes.

                                   ARTICLE VII
                                   THE TRUSTEE

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

     SECTION 7.01. Duties of the Trustee.

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

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

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

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

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

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


                                       24



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

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

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

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

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

     SECTION 7.02. Rights of the Trustee.

          (a) The Trustee may rely on and shall be protected in acting or
refraining from acting upon any resolution, Officers' Certificate, or any other
certificate, statement, instrument, opinion, report, notice, request, consent,
order, security or other document believed by it to be genuine and to have been
signed or presented by the proper Person. The Trustee need not investigate any
fact or matter contained therein.

          (b) Any request, direction, order or demand of the Company mentioned
herein shall be sufficiently evidenced by an Officers' Certificate (unless other
evidence in respect thereof is herein specifically prescribed). In addition,
before the Trustee acts or refrains from acting, it may require an Officers'
Certificate, an Opinion of Counsel or both. The Trustee shall not be liable for
any action it takes or omits to take in good faith in reliance on such Officers'
Certificate or Opinion of Counsel. The Trustee may consult with counsel and the
written advice of such counsel or any Opinion of Counsel shall be full and
complete authorization and protection from liability in respect of any action
taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.

          (c) The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through its attorneys and
agents and other Persons not regularly in its employ and shall not be
responsible for the misconduct or negligence of any attorney or agent appointed
with due care.

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

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

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


                                       25



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

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

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

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

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

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

     SECTION 7.05. Notice of Defaults. If a Default or Event of Default occurs
and is continuing and if it is known to the Trustee, the Trustee shall mail to
each holder of a Note a notice of the Default or Event of Default within 60 days
after it occurs. A Default or an Event of Default shall not be considered known
to the Trustee unless it is a Default or Event of Default in the payment of
principal or interest when due under Section 6.01(a), (b) or (d) or the Trustee
shall have received notice thereof, in accordance with this Indenture, from the
Company or from the holders of a majority in principal amount of the outstanding
Notes. Except in the case of a Default or Event of Default in payment of
principal of, premium, if any, or interest, if any, on any Note, the Trustee may
withhold the notice if and so long as a committee of its Trust Officers in good
faith determines that withholding the notice is in the interest of the holders
of the Notes.


                                       26



     SECTION 7.06. Reports by the Trustee to Holders. Within 60 days after the
reporting date stated in Section 10.10, the Trustee shall mail to holders of
Notes a brief report dated as of such reporting date that complies with TIA
Section 313(a) (but if no event described in TIA Section 313(a) has occurred
within twelve months preceding the reporting date, no report need be
transmitted). The Trustee also shall comply with TIA Section 313 (b) (2). The
Trustee shall also transmit by mail all reports as required by TIA Section
313(c).

          A copy of each report at the time of its mailing to holders of Notes
shall be filed, at the expense of the Company, by the Trustee with the
Commission and each stock exchange or securities market, if any, on which the
Notes are listed. The Company shall timely notify the Trustee when the Notes are
listed or quoted on any stock exchange or securities market.

     SECTION 7.07. Compensation and Indemnity. The Company shall pay to the
Trustee from time to time and the Trustee shall be entitled to reasonable
compensation for its acceptance of this Indenture and its services hereunder.
The Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee promptly
upon request for all reasonable disbursements, advances and expenses incurred or
made by or on behalf of it in addition to the compensation for its services.
Such expenses may include the reasonable compensation, disbursements and
expenses of the Trustee's agents, counsel and other persons not regularly in its
employ.

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

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

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

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

     SECTION 7.08. Replacement of the Trustee. A resignation or removal of the
Trustee and appointment of a successor Trustee shall become effective only upon
the successor Trustee's acceptance of appointment as provided in this Section
7.08.


                                       27



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

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

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

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

               (4) the Trustee becomes incapable of acting.

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

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

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

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

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

     SECTION 7.09. Successor Trustee by Merger, etc. If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all of its
corporate trust business (including the trust created by this Indenture) to,
another corporation or national banking association, the resulting, surviving or
transferee corporation or national banking association without any further act
shall be the successor Trustee with the same effect as if the successor Trustee
had been named as the Trustee herein.

     SECTION 7.10. Eligibility, Disqualification. This Indenture shall always
have a Trustee who satisfies the requirements of TIA Section 310 (a) (1). The
Trustee shall always have a combined


                                       28



capital and surplus as stated in Section 10.10. The Trustee is subject to TIA
Section 310(b) regarding the disqualification of a trustee upon acquiring a
conflicting interest.

     SECTION 7.11. Preferential Collection of Claims Against Company. The
Trustee shall comply with TIA Section 311 (a), excluding any creditor
relationship set forth in TIA Section 311 (b). A Trustee who has resigned or
been removed shall be subject to TIA Section 311(a) to the extent indicated
therein.

                                  ARTICLE VIII
                     SATISFACTION AND DISCHARGE OF INDENTURE

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

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

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

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


                                       29



prior to such payment and all liability of the Trustee shall thereupon cease
with respect to such monies; and the holder of any of the Notes shall thereafter
look only to the Company for any payment which such holder may be entitled to
collect unless an applicable abandoned property law designates another Person.

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

                                   ARTICLE IX
                                   AMENDMENTS

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

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

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

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

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

          (e) increasing the Conversion Rate;

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

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

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


                                       30



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

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

          (a) reduce the principal amount of Notes whose holders must consent to
an amendment, supplement or waiver;

          (b) reduce the principal of, or change the fixed maturity of any Note;

          (c) reduce the rate of, or change the time for payment of, interest,
including defaulted interest, if any, on any Note;

          (d) waive a Default or Event of Default in the payment of principal of
or premium, if any, or interest on the Notes (except a rescission of
acceleration of the Notes by the holders of at least a majority in aggregate
principal amount of the Notes then outstanding and a waiver of the payment
default that resulted from such acceleration);

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

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

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

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

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

          To secure a consent of the holders of Notes under this Section, it
shall not be necessary for such holders to approve the particular form of any
proposed amendment or waiver, but it shall be sufficient if such consent
approves the substance thereof.

          After an amendment or waiver under this Article IX becomes effective,
the Company shall mail to holders of Notes a notice briefly describing the
amendment or waiver.

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

     SECTION 9.04. Revocation and Effect of Consents. Until an amendment or
waiver becomes effective, a consent to it by a holder of a Note is a continuing
consent by the holder and every subsequent


                                       31



holder of a Note or portion of a Note that evidences the same debt as the
consenting holder's Note, even if notation of the consent is not made on any
Note. However, any such holder or subsequent holder may revoke the consent as to
his or her Note or portion of a Note if the Trustee receives the notice of
revocation before the date on which the Trustee receives an Officers'
Certificate certifying that the holders of the requisite principal amount of
Notes have consented to the amendment or waiver.

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

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

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

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

                                    ARTICLE X
                               GENERAL PROVISIONS

     SECTION 10.01. Trust Indenture Act Controls. If any provision of this
Indenture limits, qualifies or conflicts with the duties imposed by TIA Section
318(c), such duties imposed by such section of the TIA shall control. If any
provision of this Indenture expressly modifies or excludes any provision of the
TIA that may be so modified or excluded, the Indenture provision so modifying or
excluding such provision of the TIA shall be deemed to apply.

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


                                       32



Trustee by notice to the other may designate additional or different addresses
for subsequent notices or communications.

          All notices and communications (other than those sent to holders of
Notes) shall be deemed to have been duly given at the time delivered by hand, if
personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when transmission is confirmed, if transmitted by
facsimile; and the next Business Day after timely delivery to the courier, if
sent by overnight air courier guaranteeing next day delivery. Notwithstanding
the foregoing, all notices to the Trustee shall be effective only upon receipt
by a Trust Officer.

          Any notice or communication to a holder of a Note shall be mailed by
first-class mail, with postage prepaid, to his or her address shown on the
Register kept by the Registrar. Failure to mail a notice or communication to a
holder or any defect in it shall not affect its sufficiency with respect to
other holders.

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

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

          All notices or communications shall be in writing.

     SECTION 10.03. Communication by Holders With Other Holders. Holders may
communicate pursuant to TIA Section 312(b) with other holders with respect to
their rights under this Indenture or the Notes. The Company, the Trustee, the
Registrar and anyone else shall have the protection of TIA Section 312(c).

     SECTION 10.04. Certificate and Opinion as to Conditions Precedent. Upon any
request or application by the Company to the Trustee to take any action under
this Indenture, the Company shall furnish to the Trustee:

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

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

     SECTION 10.05. Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than a certificate provided pursuant to
TIA Section 314(a) (4)) shall include:

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

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


                                       33



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

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

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

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

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

     SECTION 10.07. Legal Holidays. A "Legal Holiday" is a Saturday, a Sunday or
a day on which banking institutions in the City of New York, the city in which
the Corporate Trust Office of the Trustee is located or the City of New York,
New York are not required to be open, and a "Business Day" is any day that is
not a Legal Holiday. If a payment date is a Legal Holiday at a place of payment,
payment may be made at that place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period. If any date
specified in this Indenture, is a Legal Holiday, then such date shall be the
next succeeding Business Day.

     SECTION 10.08. No Recourse Against Others. No director, officer, employee
or stockholder, as such, of the Company from time to time shall have any
liability for any obligations of the Company under the Notes or this Indenture
or for any claim based on, in respect of, or by reason of such obligations or
their creation. Each holder by accepting a Note waives and releases all such
liability. This waiver and release are part of the consideration for the Notes.
Each of such directors, officers, employees and stockholders is a third party
beneficiary of this Section 10.08.

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

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

          The reporting date for Section 7.06 is [_____] of each year. The first
reporting date is the [_____] following the issuance of Notes hereunder.


                                       34



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

          The Company's address is:

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

          The Trustee's address is:

               U.S. Bank National Association
               One Federal Street, 3rd Floor
               Boston, MA 02110
               Attention: Corporate Trust Services (Amkor Technology, Inc.
                          [_____]% Convertible Senior Subordinated Notes
                          due 20[_____])
               Facsimile: (617) 603-6665
               Telephone: (617) 603-6562

     SECTION 10.11. Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE AND THE NOTES BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

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

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

     SECTION 10.14. Severability. In case any provision in this Indenture or in
the Notes shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

     SECTION 10.15. Table of Contents, Headings, Etc. The Table of Contents,
Cross-Reference Table and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be
considered a part hereof and shall in no way modify or restrict any of the terms
or provisions hereof.

                                   ARTICLE XI
                                  SUBORDINATION

     SECTION 11.01. Agreement to Subordinate. The Company agrees, and each
holder of Notes by accepting a Note agrees, that the indebtedness evidenced by
the Note is subordinated in right of payment, to the extent and in the manner
provided in this Article XI, to the prior payment in full in cash of all Senior
Debt (whether outstanding on the Issue Date or thereafter created, incurred,
assumed or guaranteed), and that the subordination is for the benefit of the
holders of Senior Debt. The Company


                                       35



agrees, and each holder of Notes by accepting a Note agrees, that the
indebtedness evidenced by the Note is equal in right of payment to the Existing
Pari Passu Indebtedness. The Notes shall be "Designated Senior Debt" for
purposes of the indentures governing the Company's Convertible Subordinated
Notes.

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

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

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

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

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

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

          If the Trustee receives any Payment Blockage Notice pursuant to
Section 11.03 (ii) hereof, no subsequent Payment Blockage Notice shall be
effective for purposes of such Section unless and until (A) at least 360 days
shall have elapsed since the effectiveness of the immediately prior Payment
Blockage Notice and (B) all scheduled payments of principal, premium, if any,
and interest on the Notes that have come due have been paid in full in cash. No
nonpayment default that existed or was continuing on the date of delivery of any
Payment Blockage Notice to the Trustee shall be, or be made, the basis for a
subsequent Payment Blockage unless such default shall have been cured or waived
for a period of not less than 180 days.

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


                                       36



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

               (2) in the case of a nonpayment default referred to in Section
     11.03(ii) hereof, the earlier of the date on which such nonpayment default
     is cured or waived or 179 days after notice is received if the maturity of
     such Designated Senior Debt has not been accelerated,

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

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

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

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

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

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

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


                                       37



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

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

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

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

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

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

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

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

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

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

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


                                       38



Senior Debt or their Representatives are hereby authorized to file an
appropriate claim for and on behalf of the holders of the Notes.

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

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

                                   ARTICLE XII
               CONVERSION OF CONVERTIBLE SENIOR SUBORDINATED NOTES

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

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

          As promptly as practicable after satisfaction of the requirements for
conversion set forth above, the Company shall issue and shall deliver to such
holder at the office or agency maintained by the Company for such purpose
pursuant to Section 4.04, a certificate or certificates for the number of full
shares of Common Stock issuable upon the conversion of such Note or portion
thereof in accordance with the provisions of this Article XII and a check or
cash in respect of any fractional interest in respect of a share of Common Stock
arising upon such conversion, as provided in Section 12.03 (which payment, if
any, shall be paid no later than five Business Days after satisfaction of the
requirements for conversion set forth above). Certificates representing shares
of Common Stock will not be issued or delivered unless all taxes and duties, if
any, payable by the holder have been paid. In case any Note of a denomination of
an integral multiple greater than $1,000 is surrendered for partial conversion,
and subject to Section 2.02, the


                                       39



Company shall execute, and the Trustee shall authenticate and deliver to the
holder of the Note so surrendered, without charge to him or her, a new Note or
Notes in authorized denominations in an aggregate principal amount equal to the
unconverted portion of the surrendered Note.

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

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

     SECTION 12.03. Cash Payments in Lieu of Fractional Shares. No fractional
shares of Common Stock or scrip representing fractional shares shall be issued
upon conversion of Notes. If more than one Note shall be surrendered for
conversion at one time by the same holder, the number of full shares which shall
be issuable upon conversion shall be computed on the basis of the aggregate
principal amount of the Notes (or specified portions thereof to the extent
permitted hereby) so surrendered for conversion. If any fractional share of
stock otherwise would be issuable upon the conversion of any Note or Notes, the
Company shall make an adjustment therefore in cash based upon the Current Market
Price (as defined in Section 12.05(g)) of the Common Stock on the last trading
day prior to the date of conversion.

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

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

          (a) If the Company shall hereafter pay a dividend or make a
distribution to all holders of the outstanding Common Stock in shares of Common
Stock, the Conversion Rate in effect at the opening of business on the date
following the Record Date fixed for the determination of stockholders entitled
to receive such dividend or other distribution shall be increased by multiplying
the Conversion Rate in effect at the close of business on such Record Date by a
fraction of which the numerator shall be the total number of shares that would
be outstanding immediately following such dividend or other


                                       40


distribution and the denominator shall be the number of shares of Common Stock
outstanding at the close of business on the Record Date fixed for such
determination, such 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 Rate shall again be adjusted to the Conversion
Rate which would then be in effect if such dividend or distribution had not been
declared.

          (b) If the outstanding shares of Common Stock shall be subdivided into
a greater number of shares of Common Stock, the Conversion Rate in effect at the
opening of business on the day following the day upon which such subdivision
becomes effective shall be proportionately increased, and, conversely, if the
outstanding shares of Common Stock shall be combined into a smaller number of
shares of Common Stock, the Conversion Rate in effect at the opening of business
on the day following the day upon which such combination becomes effective shall
be proportionately reduced, such 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 (or securities
convertible into Common Stock) for a period expiring 45 days or less from the
date of issuance of such rights or warrants at a price per share (or a
conversion price per share) less than the Current Market Price on the Record
Date fixed for the determination of stockholders entitled to receive such rights
or warrants, the Conversion Rate shall be adjusted so that the same shall equal
the rate determined by multiplying the Conversion Rate in effect at the close of
business on such Record Date by a fraction of which the numerator shall be the
sum of the number of shares of Common Stock outstanding at the close of business
on the Record Date plus the total number of additional shares of Common Stock so
offered for subscription or purchase (or into which the convertible securities
so offered are convertible) and of which the denominator shall be the sum of the
number of shares of Common Stock outstanding at the close of business on the
Record Date plus the number of shares which the aggregate offering price of the
total number of shares so offered (or the aggregate conversion price of the
convertible securities so offered for subscription or purchase, which shall be
determined by multiplying the number of shares of Common Stock issuable upon
conversion of such convertible securities by the conversion price per share of
Common Stock pursuant to the terms of such convertible securities) would
purchase at the Current Market Price as of the business day immediately
preceding the announcement of the issuance of such rights. Such adjustment shall
become effective immediately after the opening of business on the day following
the Record Date fixed for determination of stockholders entitled to receive such
rights or warrants. To the extent that shares of Common Stock (or securities
convertible into Common Stock) are not delivered pursuant to such rights or
warrants, upon the expiration or termination of such rights or warrants the
Conversion Rate shall be readjusted to be the Conversion Rate which would then
be in effect had the adjustments made upon the issuance of such rights or
warrants been made on the basis of delivery of only the number of shares of
Common Stock actually delivered. If such rights or warrants are not so issued,
the Conversion Rate shall again be adjusted to be the Conversion Rate which
would then be in effect if such Record Date fixed for the determination of
stockholders entitled to receive such rights or warrants had not been fixed. In
determining whether any rights or warrants entitle the holders to subscribe for
or purchase shares of Common Stock at less than such Current Market Price, and
in determining the aggregate offering price of such shares of Common Stock,
there shall be taken into account any consideration received for such rights or
warrants, with the value of such consideration, if other than cash, to be
determined in good faith by the Board of Directors, whose determination shall be
conclusive and described in a resolution of the Board of Directors.

          (d) If the Company shall, by dividend or otherwise, distribute to all
holders of its Common Stock shares of any class of capital stock of the Company
(other than any dividends or


                                       41



distributions to which Section 12.05(a) applies) or evidences of its
indebtedness, cash or other assets (including securities, but excluding (i) any
rights or warrants of a type referred to in Section 12.05(c) and (ii) dividends
and distributions paid exclusively in cash pursuant to Section 12.05(e)) (the
foregoing hereinafter in this Section 12.05(d) called the "Distributed
Securities"), then (unless the Company distributes such Distributed Securities
for distribution to the holders of Notes on such dividend or distribution date
(as if each Holder had converted such Note into Common Stock immediately prior
to the record date with respect to such distribution)), in each such case, the
Conversion Rate shall be increased so that the same shall be equal to the rate
determined by multiplying the Conversion Rate in effect immediately prior to the
close of business on the Record Date with respect to such distribution by a
fraction of which the numerator shall be the Current Market Price on such date
and the denominator shall be such Current Market Price less the fair market
value (as determined in good faith by the Board of Directors, whose
determination shall be conclusive and described in a resolution of the Board of
Directors) on such date of the portion of the Distributed Securities applicable
to one share of Common Stock (determined on the basis of the number of shares of
Common Stock outstanding at the close of business on such Record Date), such
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 Securities 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 Notes shall
have the right to receive upon conversion of a Note (or any portion thereof) the
amount of Distributed Securities such holder would have received had such holder
converted such Note (or portion thereof) immediately prior to such Record Date.
If such dividend or distribution is not so paid or made, the Conversion Rate
shall again be adjusted to be the Conversion Rate which would then be in effect
if such dividend or distribution had not been declared. If the Board of
Directors determines the fair market value of any distribution for purposes of
this Section 12.05(c) 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 Notes who converts a Note (or any portion thereof) after the
Record Date fixed for determination of stockholders entitled to receive such
distribution shall be entitled to receive upon such conversion, in addition to
the shares of Common Stock issuable upon such conversion, the amount and kind of
such distributions that such holder would have been entitled to receive if such
holder had, immediately prior to such determination date, converted such Note
into Common Stock.

          Notwithstanding the foregoing, if the securities distributed by the
Company to all holders of its Common Stock consist of Capital Stock of, or
similar equity interests in, a Subsidiary or other business unit of the Company
(the "Spinoff Securities"), the Conversion Rate shall be adjusted, unless the
Company makes an equivalent distribution to the holders of the Notes, so that
the same shall be equal to the rate determined by multiplying the Conversion
Rate in effect on the Record Date fixed for the determination of shareholders
entitled to receive such distribution by a fraction, the numerator of which
shall be the sum of (A) the average Closing Price of one share of Common Stock
over the 10 consecutive trading days (the "Spinoff Valuation Period") commencing
on and including the fifth trading day after the date on which ex-dividend
trading commences for such distribution on the Nasdaq National Market or such
other U.S. national or regional exchange or market on which the Common Stock is
then listed or quoted, and (B) the average Closing Price over the Spinoff
Valuation Period of the Spinoff Securities; provided, that if shares of such
Capital Stock or equity interests are not so listed or quoted, the fair market
value as determined in good faith by the Company's Board of Directors, and the
denominator of which


                                       42



shall be the average Closing Price of one share of Common Stock over the Spinoff
Valuation Period, such adjustment to become effective immediately prior to the
opening of business on the fifteenth Trading Day after the date on which
ex-dividend trading commences; provided, however, that the Company may in lieu
of the foregoing adjustment elect to make adequate provision so that each Holder
of Securities shall have the right to receive upon conversion thereof the amount
of such Spinoff Securities that such Holder of Securities would have received if
such Securities had been converted on the record date with respect to such
distribution.

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

          (e) If the Company shall, by dividend or otherwise, distribute (a
"Triggering Distribution") 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(c)) the
Conversion Rate shall be increased so that the same shall equal the rate
determined by multiplying the Conversion Rate in effect immediately prior to the
close of business on the record date for such Triggering Distribution (a
"Distribution Determination Date") by a fraction (i) the numerator of which
shall be equal to the Current Market Price per share of Common Stock on such
Distribution Determination Date and (ii) the denominator of which shall be equal
to the Current Market Price per share of Common Stock on such Distribution
Determination Date less the amount of such cash dividend or distribution
applicable to one share of Common Stock (determined on the basis of the number
of shares of Common Stock outstanding at the close of business on the
Distribution Determination Date); provided, however, that if the portion of the
cash so distributed applicable to one share of Common Stock is equal to or
greater than the Current Market Price of the Common Stock on the Distribution
Determination Date, in lieu of the foregoing adjustment, adequate provision
shall be made so that each holder of Notes shall have the right to receive upon
conversion of a Note (or any portion thereof) the amount of cash such holder
would have received had such holder converted such Note (or portion thereof)
immediately prior to such Distribution Determination Date. If such dividend or
distribution is not so paid or made, the Conversion Rate shall again be adjusted
to be the Conversion Rate which would then be in effect if such dividend or
distribution had not been declared.

          (f) If a tender or exchange offer made by the Company or any of its
subsidiaries for all or any portion of the Common Stock expires and such tender
or exchange offer (as amended upon the expiration thereof) requires the payment
to stockholders (based on the acceptance (up to any maximum specified in the
terms of the tender or exchange offer) of Purchased Shares (as defined below))
of an


                                       43



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

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

               (1) "Closing Price" with respect to any securities on any day
     means the closing price on such day or, if no such sale takes place on such
     day, the average of the reported high and low prices on such day, in each
     case on the Nasdaq National Market or New York Stock Exchange, as
     applicable, or, if such security is not listed or admitted to trading on
     such national market or exchange, on the principal national securities
     exchange or quotation system on which such security is quoted or listed or
     admitted to trading, or, if not quoted or listed or admitted to trading on
     any national securities exchange or quotation system, the average of the
     high and low prices of such security on the over-the-counter market on the
     day in question as reported by the National Quotation Bureau Incorporated,
     or a similar generally accepted reporting service, or, if not so available,
     in such manner as furnished by any New York Stock Exchange member firm
     selected from time to time by the Board of Directors for that purpose, or a
     price determined in good faith by the Board of Directors, whose
     determination shall be conclusive and described in a resolution of the
     Board of Directors.

               (2) "Current Market Price" means the average of the daily Closing
     Price per share of Common Stock for the 10 consecutive trading days
     immediately prior to the date in question; provided, however, that (1) if
     the "ex" date (as hereinafter defined) for any event (other than the
     issuance or distribution requiring such computation) that requires an
     adjustment to the Conversion Rate pursuant to Sections 12.05(a), (b), (c),
     (d), (e) or (f) occurs during such 10 consecutive trading days, the Closing
     Price for each trading day prior to the "ex" date for such


                                       44



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


                                       45



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

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

          (i) With respect to any rights or warrants (the "Rights") that may be
issued or distributed pursuant to any rights plan that the Company implements
after the date of this Indenture (each a "Rights Plan"), in lieu of any
adjustment required by any other provision of this Section 12.05 upon conversion
of the Notes into Common Stock, to the extent that such Rights Plan is in effect
upon such conversion, the holders of Notes will receive, with respect to the
shares of Common Stock issued upon conversion, the Rights described therein
(whether or not the Rights have separated from the Common Stock at the time of
conversion), subject to the limitations set forth in and in accordance with any
such Rights Plan; provided that if, at the time of conversion, however, the
Rights have separated from the shares of Common Stock in accordance with the
provisions of the Rights Plan so that holders would not be entitled to receive
any rights in respect of the shares of Common Stock issuable upon conversion of
the Notes as a result of the timing of the Conversion Date, the Conversion Rate
will be adjusted as if the Company distributed to all holders of Common Stock
Distributed Securities as provided Section 12.05(d), subject to appropriate
readjustment in the event of the expiration, termination, repurchase or
redemption of the Rights. Any distribution of rights or warrants pursuant to a
Rights Plan complying with the requirements set forth in the immediately
preceding sentence of this paragraph shall not constitute a distribution of
rights or warrants pursuant to this Section 12.05. Other than as specified in
this clause (i), there will not be any adjustment to the Conversion Rate as the
result of the issuance of any Rights, the distribution of separate certificates
representing such Rights, the exercise or redemption of such Rights in
accordance with any Rights Plan or the termination or invalidation of any
Rights.

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


                                       46



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

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

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

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

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

          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 Notes 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 the Notes (assuming, for such purposes, a
sufficient number of authorized shares of Common Stock available to convert all
such Notes) immediately prior to such reclassification, change, consolidation,
merger, combination, sale or conveyance (subject to the right of such holder to
receive the Make Whole Premium (as defined in Section 12.11) upon compliance
with the provisions of such Section) ) 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


                                       47


consolidation, merger, statutory exchange, sale or conveyance. In the event
holders of Common Stock have the opportunity to elect the form of consideration
to be received in a reclassification, change, consolidation, merger combination,
sale or conveyance, the Company will make adequate provision whereby holders of
the Notes shall have the opportunity, on a timely basis, to determine the form
of consideration into which all of the Notes, treated as a single class, shall
be convertible. Such determination shall be based on the blended, weighted
average of elections made by holders of the Notes who participate in such
determination and shall be subject to any limitations to which all of the
holders of Common Stock are subject to, such as pro rata reductions applicable
to any portion of the consideration payable. 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, transfer or statutory exchange of the stock or other
securities and assets receivable thereupon by a holder of shares of Common Stock
includes shares of stock or other securities and assets of a corporation other
than the successor or purchasing corporation, as the case may be, in such
recapitalization, reclassification, change, consolidation, merger, combination,
sale, transfer or statutory exchange, then such supplemental indenture shall
also be executed by such other corporation and shall contain such additional
provisions to protect the interests of the holders of the Notes as the Board of
Directors shall reasonably consider necessary by reason of the foregoing.

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

          The above provisions of this Section 12.06 shall similarly apply to
successive reclassifications, changes, consolidations, mergers, combinations,
sales and conveyances.

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

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

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

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


                                       48



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

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

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

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

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

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

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

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


                                       49



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

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

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

     MAKE WHOLE PREMIUM UPON AN EFFECTIVE DATE (NUMBER OF ADDITIONAL SHARES)



EFFECTIVE
   DATE     STOCK PRICES
- ---------   ------------
         
[ ]/15/06
[ ]/15/07
[ ]/15/08
[ ]/15/09
[ ]/15/10
[ ]/15/11


          The Stock Prices set forth in the first row of the table above (i.e.,
the column headers) will be adjusted as of any date on which the Conversion Rate
of the Securities is adjusted. The adjusted Stock Prices will equal the Stock
Prices applicable immediately prior to such adjustment multiplied by a fraction,
the numerator of which is the Conversion Rate immediately prior to the
adjustment giving rise to the Stock Price adjustment and the denominator of
which is the Conversion Rate as so adjusted. The


                                       50



number of additional shares set forth in the table above will be adjusted in the
same manner as the Conversion Rate as set forth in Section 12.05 hereof, other
than as a result of an adjustment of the Conversion Rate by adding the Make
Whole Premium as described above.

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

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

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


                                       51



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

                                        AMKOR TECHNOLOGY, INC.


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


                                        U.S. BANK NATIONAL ASSOCIATION


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



                                    EXHIBIT A

                               (Face of Security)

                           [Global Securities Legend]

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

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

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

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

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


                                       A-1



No. _____                                                         $ ____________

                                                              CUSIP ____________

                             AMKOR TECHNOLOGY, INC.

             [______]% CONVERTIBLE SENIOR SUBORDINATED NOTE DUE 2011

promises to pay to ________________________________________________ or
registered assigns, the principal sum of ___________________ on [____________],
2011.

Interest Payment Dates: [__________________] and [__________________],
commencing _____________, 2006.

Regular Record Dates: [__________________] and [__________________]

Dated: ______________________________

                                        AMKOR TECHNOLOGY, INC.


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


                                        AMKOR TECHNOLOGY, INC.


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


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

U.S. BANK NATIONAL ASSOCIATION, as
Trustee


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


                                       A-2


                               (Back of Security)

                             AMKOR TECHNOLOGY, INC.

            [_______]% CONVERTIBLE SENIOR SUBORDINATED NOTE DUE 2011

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

          2. METHOD OF PAYMENT. The Company will pay interest on the Notes
(except defaulted interest) to the Person in whose name each Note is registered
at the close of business on the [_______] or [_______] immediately preceding the
relevant Interest Payment Date (each a "Regular Record Date") (other than with
respect to a Note or portion thereof repurchased in connection with a Designated
Event on a repurchase date, during the period from the close of business on a
Regular Record Date to (but excluding) the next succeeding Interest Payment
Date, in which case accrued interest shall be payable (unless such Note or
portion thereof is converted) to the holder of the Note or portion thereof
repurchased in accordance with the applicable repurchase provisions of the
Indenture). Holder must surrender Notes to a Paying Agent to collect principal
payments. The Company will pay the principal of, premium, if any, and interest
on the Notes at the office or agency of the Company maintained for such purpose,
in money of the United States that at the time of payment is legal tender for
payment of public and private debts. Until otherwise designated by the Company,
the Company's office or agency maintained for such purpose will be the principal
Corporate Trust Office of the Trustee (as defined below). However, the Company
may pay principal, premium, if any, and interest by check payable in such money,
and may mail such check to the holders of the Notes at their respective
addresses as set forth in the Register of holders of Notes.

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

          4. INDENTURE. The Company issued the Notes under an Indenture dated as
of May [_______], 2006 (the "Indenture") between the Company and the Trustee.
The terms of the Notes include those stated in the Indenture and those made part
of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code
Sections 77aaa-77bbbb) (the "TIA") as in effect on the Issue Date. The Notes are
subject to, and qualified by, all such terms, certain of which are summarized
hereon, and holders are referred to the Indenture and the TIA for a statement of
such terms. However, to the extent any provision of any Note conflicts with the
express provisions of this Indenture, the provisions of this Indenture shall
govern and be controlling. The Notes are unsecured general obligations of the
Company limited to (except as otherwise provided in the Indenture) up to
$________ in aggregate principal amount. Capitalized terms not defined below
have the same meaning as is given to them in the Indenture. The Company will
furnish to any holder upon written request and without charge a copy of the
Indenture. Requests may be made to: Chief Financial Officer, Amkor Technology,
Inc., 1900 Price Road, Chandler, Arizona 85248.


                                      A-3



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

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

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

          7. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. As a condition of transfer, the Registrar and the Trustee may
require a holder, among other things, to furnish appropriate endorsements and
transfer documents and the Company may require a holder to pay any taxes and
fees required by law or permitted by the Indenture. The Company or the Registrar
need not exchange or register the transfer of any Note or portion of a Notes
submitted for repurchase.

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

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

          Without the consent of any holder of a Note, the Indenture or the
Notes may be amended by the Company and the Trustee to: (a) cure any ambiguity
or correct or supplement any defective or inconsistent provision contained in
the Indenture, or make any other changes in the provisions of the Indenture
which the Company and the Trustee may deem necessary or desirable provided such
amendment does not materially and adversely affect the legal rights under the
Indenture of the holders of Notes; (b) provide for uncertificated Notes in
addition to or in place of certificated Notes; (c) evidence the succession of
another Person to the Company and providing for the assumption by such successor
of the covenants and obligations of the Company thereunder and in the Notes as
permitted by Section 5.01 of the Indenture; (d) provide for conversion rights
and/or repurchase rights of holders of Notes in the event of consolidation,
merger or sale of all or substantially all of the assets of the Company as
required to comply with Sections 5.01 and/or 12.06 of the Indenture; (e) reduce
the applicable Conversion Price; (f)


                                      A-4



make any change that would provide any additional rights or benefits to the
holders of Notes or that does not adversely affect the legal rights under the
Indenture of any such holder; or (g) comply with the requirements of the
Commission in order to effect or maintain the qualification of the Indenture
under the TIA.

          Without the consent of each holder affected, an amendment or waiver
may not (with respect to any Notes held by a non-consenting holder): (a) reduce
the principal amount of Notes whose holders must consent to an amendment,
supplement or waiver; (b) reduce the principal of, or premium on, or change the
fixed maturity of any Notes; (c) reduce the rate of or change the time for
payment of interest, including defaulted interest, if any, on any Notes; (d)
waive a Default or Event of Default in the payment of principal of or premium,
if any, or interest, if any, on the Notes (except a rescission of acceleration
of the Notes by the holders of at least a majority in aggregate principal amount
of the Notes and a waiver of the payment default that resulted from such
acceleration); (e) make the principal of, or premium, if any, or interest on any
Note payable in money other than as provided for in the Indenture and in the
Notes; (f) make any change in the provisions of the Indenture relating to
waivers of past Defaults or the rights of holders of Notes to receive payments
of principal of, premium, if any, or interest, if any, on the Notes; (g), except
as permitted by the Indenture (including Section 9.01(a)), increase the
Conversion Price or modify the provisions of the Indenture relating to
conversion of the Notes in a manner adverse to the holders thereof; or (h) make
any change in the foregoing amendment and waiver provisions. In addition, any
amendment to the provisions of Article XI of the Indenture (that relate to
subordination) will require the consent of the holders of at least 75% in
aggregate principal amount of the Notes then outstanding if such amendment would
adversely affect the rights of holders of Notes.

          10. DEFAULTS AND REMEDIES. An Event of Default is: (a) default in
payment of the principal of, or premium, if any, on the Notes, when due at
maturity, upon repurchase, upon acceleration or otherwise, whether or not such
payment is prohibited by the subordination provisions of the Indenture; (b)
default for 30 days or more in payment of any installment of interest on the
Notes, whether or not such payment is prohibited by the subordination provisions
of the Indenture; (c) default by the Company for 60 days or more after notice in
the observance or performance of any other covenants in the Indenture; (d)
default in the payment of the Designated Event Payment in respect of the Notes
on the date therefore, whether or not such payment is prohibited by the
subordination provisions of the Indenture; (e) failure to provide timely notice
of a Designated Event; (f) failure of the Company or any Material Subsidiary to
make any payment at maturity, including any applicable grace period, in respect
of indebtedness for borrowed money of, or guaranteed or assumed by, the Company
or any Material Subsidiary which payment is in an amount in excess of
$20,000,000 and continuance of such failure for 30 days after notice; (g)
default by the Company or any Material Subsidiary with respect to any such
indebtedness, which default results in the acceleration of such indebtedness of
an amount in excess of $20,000,000 without such indebtedness having been paid or
discharged or such acceleration having been cured, waived, rescinded, or
annulled for 30 days after notice; or (h) certain events involving bankruptcy,
insolvency or reorganization of the Company or any Material Subsidiary. If an
Event of Default occurs and is continuing, the Trustee or the holders of at
least 25% in principal amount of the then outstanding Notes may declare the
unpaid principal of, premium, if any, and accrued and unpaid interest, on all
Notes then outstanding to be due and payable immediately, except that in the
case of an Event of Default arising from certain events of bankruptcy,
insolvency, or reorganization with respect to the Company all outstanding Notes
become due and payable without further action or notice. Holders of Notes may
not enforce the Indenture or the Notes except as provided in the Indenture. The
Trustee may require an indemnity satisfactory to it before it enforces the
Indenture or the Notes. Subject to certain limitations, holders of a majority in
principal amount of the then outstanding Notes may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from holders notice of
any continuing default (except a default in payment of principal, premium, if
any, or interest, if applicable) if it determines that


                                      A-5



withholding notice is in their interests. The Company must furnish annual
compliance certificates to the Trustee.

          11. TRUSTEE DEALINGS WITH THE COMPANY. The Trustee or any of its
Affiliates, in their individual or any other capacities, may make or continue
loans to or guaranteed by, accept deposits from and perform services for the
Company or its Affiliates and may otherwise deal with the Company or its
Affiliates as if it were not Trustee.

          12. NO RECOURSE AGAINST OTHERS. No director, officer, employee or
stockholder, as such, of the Company shall have any liability for any
obligations of the Company under the Notes or the Indenture or for any claim
based on, in respect of or by reason of such obligations or their creation. Each
holder by accepting a Note waives and releases all such liability. The waiver
and release are part of the consideration for the Notes.

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

          14. ABBREVIATIONS. Customary abbreviations may be used in the name of
a holder or an assignee, such as: TEN CO = tenants in common, TEN ENT = tenants
by the entireties, JT TEN = joint tenants with right of survivorship and not as
tenants in common, CUST = Custodian and U/G/M/A = Uniform Gifts to Minors Act.

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

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


                                      A-6



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


                                      A-7


              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

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



                    AMOUNT OF DECREASE IN       AMOUNT OF INCREASE IN     PRINCIPAL AMOUNT OF THIS    SIGNATURE OF AUTHORIZED
                   PRINCIPAL AMOUNT OF THIS   PRINCIPAL AMOUNT OF THIS   GLOBAL NOTE FOLLOWING SUCH   SIGNATORY OF TRUSTEE OR
DATE OF TRANSFER         GLOBAL NOTE                 GLOBAL NOTE            INCREASE OR DECREASE             REGISTRAR
- ----------------   ------------------------   ------------------------   --------------------------   -----------------------
                                                                                          



                                      A-8


              FORM OF CONVERSION NOTICE TO: AMKOR TECHNOLOGY, INC.

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

Dated:
       ---------------

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

(Please Print):

- -------------------------------------------
                 (Name)

- -------------------------------------------
            (Street Address)

- -------------------------------------------
       (City, State and Zip Code)


Signature Guarantee:
                     ----------------------

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

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


- -------------------------------------------
Signature (s)

Principal amount to be converted
(if less than all):
              $______,000

- -------------------------------------------
Social Security or other Taxpayer
Identification Number

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


                                      A-9



                                 ASSIGNMENT FORM

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

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

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

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

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

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


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

               Date:
                     -------------------


               Medallion Signature Guarantee:
                                              --------------------

                      OPTION OF HOLDER TO ELECT REPURCHASE

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

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


               Your Signature:

                               -----------------------------------
                               (Sign exactly as your name appears
                               on the other side of this Note)
               Date:
                     -------------------


               Medallion Signature Guarantee:
                                              --------------------


                                      A-10

                                                                     EXHIBIT 4.3

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

                             AMKOR TECHNOLOGY, INC.

                                       AND

                         U.S. BANK NATIONAL ASSOCIATION,

                                   AS TRUSTEE

                           ____________________________

                                    INDENTURE

                          Dated as of ___________, 200_

                           ____________________________

                           ____________________________

               NON-CONVERTIBLE SENIOR SUBORDINATED DEBT SECURITIES

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



                                TABLE OF CONTENTS



                                                                                                            Page
                                                                                                         
ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE.....................................................    1

Section 1.01      Definitions............................................................................    1
Section 1.02      Other Definitions......................................................................    8
Section 1.03      Incorporation by Reference of Trust Indenture Act......................................    8
Section 1.04      Rules of Construction..................................................................    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.................................................................   17
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
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


                                      -i-


                                TABLE OF CONTENTS
                                   (continued)



                                                                                                            Page
                                                                                                         
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
Section 8.06      Effect of Supplemental Indentures......................................................   41
Section 8.07      Trustee Protected......................................................................   41
Section 8.08      Subordination Unimpaired...............................................................   41

ARTICLE 9 MISCELLANEOUS..................................................................................   41

Section 9.01      Trust Indenture Act Controls...........................................................   41
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


                                      -ii-


                                TABLE OF CONTENTS
                                   (continued)



                                                                                                            Page
                                                                                                         
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 [INTENTIONALLY OMITTED].......................................................................   51

ARTICLE 13 SUBORDINATION.................................................................................   51

Section 13.01     Agreement to Subordinate...............................................................   51
Section 13.02     Liquidation; Dissolution; Bankruptcy...................................................   51
Section 13.03     Default on Senior Debt and/or Designated Senior Debt...................................   51
Section 13.04     Acceleration of Securities.............................................................   52
Section 13.05     When Distribution Must Be Paid Over....................................................   53
Section 13.06     Notice by Company......................................................................   53
Section 13.07     Subrogation............................................................................   53
Section 13.08     Relative Rights........................................................................   53
Section 13.09     Subordination May Not Be Impaired by Company...........................................   54
Section 13.10     Distribution or Notice to Representative...............................................   54
Section 13.11     Rights of Trustee and Paying Agent.....................................................   54
Section 13.12     Authorization to Effect Subordination..................................................   55
Section 13.13     Article Applicable to Paying Agents....................................................   55
Section 13.14     Senior Debt Entitled to Rely...........................................................   55
Section 13.15     Permitted Payments.....................................................................   55
Section 13.16     Certain Conversions Deemed Payment.....................................................   55

ARTICLE 14 SATISFACTION AND DISCHARGE OF INDENTURE.......................................................   56

Section 14.01     Discharge of Indenture.................................................................   56
Section 14.02     Deposited Monies to be Held in Trust by Trustee........................................   57
Section 14.03     Paying Agent to Repay Monies Held......................................................   57
Section 14.04     Return of Unclaimed Monies.............................................................   57
Section 14.05     Reinstatement..........................................................................   57


                                    EXHIBITS

                                     -iii-



                                TABLE OF CONTENTS
                                   (continued)



                                                                                                            Page
                                                                                                            ----
                                                                                                         
Exhibit A         FORM OF SECURITY


                                      -iv-


                             Amkor Technology, Inc.

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

                                                                                             
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


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

                                      -i-



      INDENTURE dated as of __________, 200_ between Amkor Technology, Inc., a
Delaware corporation (the "Company"), and U.S. Bank National Association, a
national banking association (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.



      "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 Agreements" means (i) the Credit Agreement, dated as of June 29,
2004 (as amended, supplemented or otherwise modified from time to time), among
the Company, each financial institution or other entity that (a) is listed on
the signature pages thereof as a lender or (b) from time to time becomes a party
thereto by execution of an assignment and acceptance, each lender or affiliates
of a lender that (a) is listed on the signature pages thereof as an issuer or
(b) becomes an issuer with the approval of the administrative agent and the
Company, Citicorp North America, Inc., as administrative agent for the lenders
and the issuers, Citigroup Global Markets Inc., as sole lead arranger and sole
bookrunner, JPMorgan Chase Bank, as syndication agent for the lenders and the
issuers and Merrill Lynch Capital Corporation, as documentation agent, as such
agreement may be amended, restated, modified, renewed, refunded, replaced or
refinanced, in whole or in part, from time to time, and (ii) the Credit
Agreement, dated as of October 27, 2004 (as amended, supplemented or otherwise
modified from time to time), among the Company, each financial institution or
other entity that (a) is listed on the signature pages thereof as a lender or
(b) from time to time becomes a party thereto by execution of an assignment and
acceptance, Citicorp North America, Inc., as administrative agent for the
lenders and as collateral agent for the secured parties, Merrill Lynch, Pierce,
Fenner & Smith Inc., as syndication agent for the lenders, JPMorgan Chase Bank,
as documentation agent, Citigroup Global Markets Inc., as sole lead arranger,
and Citigroup Global Markets Inc, Merrill Lynch, Pierce, Fenner & Smith Inc.,
and J.P. Morgan Securities Inc., as joint bookrunners, 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.

                                      -2-


      "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 2008, its 7.125% Senior Notes due 2011, and its 7.75% Senior Notes due
2013 as such notes or the related indentures may be amended, restated,
supplemented, modified, renewed, refunded, replaced or refinanced, in whole or
in part, from time to time, and (iii) any particular Senior Debt if the
instrument creating or evidencing the same or the assumption or guarantee
thereof (or related agreements or documents to which the Company is a party)
expressly provides that such Indebtedness shall be "Designated Senior Debt" for
purposes of the Indenture (provided that such instrument, agreement or other
document may place limitations and conditions on the right of such Senior Debt
to exercise the rights of Designated Senior Debt).

      "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
2006, its 5% Convertible Subordinated Notes due 2007 and its 6.25% Convertible
Subordinated Notes due 2013.

      "Existing Senior Subordinated Notes" means all of the Company's
outstanding indebtedness under its 10.50% Senior Subordinated Notes due 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

                                      -3-


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

      "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as 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

                                      -4-


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 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.

                                      -5-


      "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.

      "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 Services 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

                                      -6-


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 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.

                                      -7-


      "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.



                                 TERM                                     DEFINED IN SECTION
- ----------------------------------------------------------------------    -------------------
                                                                       
"Authentication Order"................................................          2.02
"Covenant Defeasance".................................................          8.03
"DTC".................................................................          2.03
"Event of Default"....................................................          6.01
"Legal Defeasance"....................................................          8.02
"Paying Agent"........................................................          2.03
"Registrar"...........................................................          2.03


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;

                                      -8-


      (c) "or" is not exclusive;

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

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

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

                                   ARTICLE 2
                                 THE 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);

                                      -9-


      (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);

      (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

                                      -10-


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

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

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

      (15) if applicable, that the Securities of the series, in whole or any
specified part, shall be defeasible pursuant to Section 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;

                                      -11-


      (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).

      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,

                                      -12-


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

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

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

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

                                      -13-


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.

      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.

                                      -14-


      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.

      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 or 8.05 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.

                                      -15-


            (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.

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, 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.

                                      -16-


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.

      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.

                                      -17-


      (b) Except for transfers made in accordance with Section 2.07, a Global
Security deposited with the Depositary or with the Trustee as custodian for the
Depositary shall be transferred to the beneficial owners thereof in the form of
certificated Securities of that series in definitive form only if such transfer
complies with Section 2.07 and (i) the Depositary notifies the Company that it
is unwilling or unable to continue as Depositary for such Global Security or if
at any time such Depositary ceases to be a "clearing agency" registered under
the Exchange Act and a successor Depositary is not appointed by the Company
within 90 days of such notice, or (ii) an Event of Default has occurred and is
continuing.

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

      (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

                                      -18-


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.

                                   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 30 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.

                                      -19-


      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.

      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);

                                      -20-


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

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

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

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

                        (10) 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, such Securities, or portions thereof,
shall not 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

                                      -21-


which is also an Interest Payment Date, the interest payment due on such
Interest Payment Date shall be paid to the Person in whose name the Security is
registered at the close of business on the relevant Regular Record Date.

Section 3.06 Securities 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 Intentionally Omitted.

                                      -22-




                                   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-


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-


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-


      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-


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-


                                   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-


            (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-


      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-


      (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-


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-


      (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-


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-


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-


      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-


      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-


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-


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; or

      (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).

      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

                                      -39-


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.

      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

                                      -40-


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.

                                   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.

                                      -41-


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.
      1900 South Price Road
      Chandler, AZ 85248
      Facsimile: (480) 821-2616
      Telephone: (480) 821-5000
      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: Robert Claassen

      If to the Trustee:
      U.S. Bank National Association
      One Federal Street, 3rd Floor
      Boston, MA 02110
      Facsimile: (617) 603-6665
      Telephone: (617) 603-6562
      Attention: Corporate Trust Services
                 (Amkor Technology, Inc. - Non-Convertible 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 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.

                                      -42-


      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;

      (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;

                                      -43-


      (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 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.

                                      -44-


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, the 5.00% Convertible Subordinated
Notes due 2007 and the 6.25% Convertible Subordinated Notes due 2013.

                                   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 "optional sinking fund payment." If
provided for by the terms of any Securities, the cash amount of

                                      -45-


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-


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,

            (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-


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-


      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-


            (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-


                                   ARTICLE 12
                             [INTENTIONALLY OMITTED]

                                   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.

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:

                                      -51-


      (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.

      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.

                                      -52-


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.

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:

                                      -53-


      (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 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.

                                      -54-


      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.

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

                                      -55-


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, 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.

                                   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 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.

                                      -56-


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 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]

                                      -57-


      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:

                                     U.S. BANK NATIONAL ASSOCIATION

                                     By:  ____________________________________
                                     Name:
                                     Title:



                                                                       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 THE DEPOSITARY OR A
NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND
ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES.]

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

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

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

                                      A-1


[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


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:

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

By: _________________________
     Authorized Signatory

                                      A-3


                           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 U.S. Bank National Association, as Trustee
(herein called the "Trustee," which term includes any successor trustee under
the Indenture), and reference is hereby made to the Indenture and all indentures
supplemental thereto for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the Trustee 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,



   YEAR         REDEMPTION PRICE         YEAR               REDEMPTION PRICE
- -----------     -----------------        ----               ----------------
                                                   


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


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



                          REDEMPTION PRICE              REDEMPTION PRICE
                       FOR REDEMPTION THROUGH        FOR REDEMPTION THROUGH
                      OPERATION OF THE SINKING      OPERATION OF THE SINKING
      YEAR                      FUND                          FUND
- ---------------       ------------------------      --------------------------
                                              


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 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

                                      A-5


      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-6


      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-7

                                                                     EXHIBIT 4.4

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

                             AMKOR TECHNOLOGY, INC.

                                       AND

                         U.S. BANK NATIONAL ASSOCIATION,

                                   AS TRUSTEE

                          ____________________________

                                    INDENTURE

                          Dated as of ___________, 200_

                          ____________________________

                          SUBORDINATED DEBT SECURITIES





                                TABLE OF CONTENTS



                                                                                                         Page
                                                                                                         ----
                                                                                                      
ARTICLE I DEFINITIONS...............................................................................       1

   Section 1.01. Definitions........................................................................       1
   Section 1.02. Other Definitions..................................................................       8
   Section 1.03. Incorporation by Reference of Trust Indenture Act..................................       9
   Section 1.04. Rules of Construction..............................................................       9

ARTICLE II THE SECURITIES...........................................................................      10

   SECTION 2.01. Forms Generally....................................................................      10
   SECTION 2.02. Amount Unlimited; Issuable in Series...............................................      10
   SECTION 2.03. Execution and Authentication.......................................................      13
   SECTION 2.04. The Trustee Registrar, Paying Agent and Conversion Agent...........................      14
   SECTION 2.05. Paying Agent To Hold Money in Trust................................................      15
   SECTION 2.06. Holder Lists.......................................................................      15
   SECTION 2.07. Transfer and Exchange..............................................................      15
   SECTION 2.08. Replacement Securities.............................................................      17
   SECTION 2.09. Outstanding Securities.............................................................      17
   SECTION 2.10. When Treasury Securities Disregarded...............................................      18
   SECTION 2.11. Temporary Securities...............................................................      18
   SECTION 2.12. Cancellation.......................................................................      19
   SECTION 2.13. Defaulted Interest.................................................................      19
   SECTION 2.14. CUSIP Number.......................................................................      20

ARTICLE III REDEMPTION..............................................................................      20

   SECTION 3.01. Applicability of Article...........................................................      20
   SECTION 3.02. Notices to Trustee.................................................................      20
   SECTION 3.03. Selection of Securities To Be Redeemed.............................................      20
   SECTION 3.04. Notice of Redemption...............................................................      21
   SECTION 3.05. Deposit of Redemption Price........................................................      22
   SECTION 3.06. Securities Redeemed in Part........................................................      22
   SECTION 3.07. Conversion Arrangement on Call for Redemption......................................      23

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

   SECTION 4.01. Payment of Securities..............................................................      23
   SECTION 4.02. Compliance Certificate.............................................................      23
   SECTION 4.03. Maintenance of Office or Agency....................................................      24
   SECTION 4.04. Money for Securities Payments to be Held in Trust..................................      24
   SECTION 4.05. Continued Existence................................................................      25
   SECTION 4.06. Appointments to Fill Vacancies in Trustee's Office.................................      25
   SECTION 4.07. Stay, Extension and Usury Laws.....................................................      25
   SECTION 4.08. Taxes..............................................................................      26


                                      -i-



                                TABLE OF CONTENTS
                                   (Continued)



                                                                                                         Page
                                                                                                         ----
                                                                                                      
   SECTION 4.09. Reports by Company.................................................................      26
   SECTION 4.10. Waiver of Certain Covenants........................................................      26

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

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

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

   SECTION 6.01. Events of Default..................................................................      27
   SECTION 6.02. Acceleration.......................................................................      29
   SECTION 6.03. Other Remedies.....................................................................      30
   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 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.........................................................................      31
   SECTION 6.11. Undertaking for Costs..............................................................      32

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

   SECTION 7.01. Duties of the Trustee..............................................................      32
   SECTION 7.02. Rights of the Trustee..............................................................      33
   SECTION 7.03. Individual Rights of the Trustee...................................................      35
   SECTION 7.04. Trustee's Disclaimer...............................................................      35
   SECTION 7.05. Notice of Defaults.................................................................      35
   SECTION 7.06. Reports by the Trustee to Holders..................................................      35
   SECTION 7.07. Compensation and Indemnity.........................................................      36
   SECTION 7.08. Replacement of the Trustee.........................................................      36
   SECTION 7.09. Successor Trustee by Merger, etc...................................................      37
   SECTION 7.10. Eligibility, Disqualification......................................................      38
   SECTION 7.11. Preferential Collection of Claims Against Company..................................      38

ARTICLE VIII SATISFACTION AND DISCHARGE OF INDENTURE................................................      38

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

ARTICLE IX AMENDMENTS AND SUPPLEMENTAL INDENTURES...................................................      39

   SECTION 9.01. Without the Consent of Holders.....................................................      39


                                      -ii-



                                TABLE OF CONTENTS
                                   (Continued)



                                                                                                         Page
                                                                                                         ----
                                                                                                      
   SECTION 9.02. With the Consent of Holders........................................................      40
   SECTION 9.03. Compliance with the Trust Indenture Act............................................      42
   SECTION 9.04. Revocation and Effect of Consents..................................................      42
   SECTION 9.05. Notation on or Exchange of Securities..............................................      42
   SECTION 9.06. Effect of Supplemental Indentures..................................................      43
   SECTION 9.07. Trustee Protected..................................................................      43
   SECTION 9.08. Subordination Unimpaired...........................................................      43

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

   SECTION 10.01. Trust Indenture Act Controls......................................................      43
   SECTION 10.02. Notices...........................................................................      43
   SECTION 10.03. Communication by Holders With Other Holders.......................................      44
   SECTION 10.04. Certificate and Opinion as to Conditions Precedent................................      44
   SECTION 10.05. Statements Required in Certificate or Opinion.....................................      44
   SECTION 10.06. Rules by Trustee and Agents.......................................................      45
   SECTION 10.07. Legal Holidays....................................................................      45
   SECTION 10.08. No Recourse Against Others........................................................      45
   SECTION 10.09. Counterparts......................................................................      46
   SECTION 10.10. Other Provisions..................................................................      46
   SECTION 10.11. Governing Law.....................................................................      46
   SECTION 10.12. No Adverse Interpretation of Other Agreements.....................................      46
   SECTION 10.13. Successors........................................................................      47
   SECTION 10.14. Severability......................................................................      47
   SECTION 10.15. Table of Contents, Headings, Etc..................................................      47

ARTICLE XI SUBORDINATION............................................................................      47

   SECTION 11.01. Agreement to Subordinate..........................................................      47
   SECTION 11.02. Liquidation; Dissolution; Bankruptcy..............................................      47
   SECTION 11.03. Default on Senior Debt and/or Designated Senior Debt..............................      48
   SECTION 11.04. Acceleration of Securities........................................................      48
   SECTION 11.05. When Distribution Must Be Paid Over...............................................      49
   SECTION 11.06. Notice by Company.................................................................      49
   SECTION 11.07. Subrogation.......................................................................      49
   SECTION 11.08. Relative Rights...................................................................      49
   SECTION 11.09. Subordination May Not Be Impaired by Company......................................      50
   SECTION 11.10. Distribution or Notice to Representative..........................................      50
   SECTION 11.11. Rights of Trustee and Paying Agent................................................      50
   SECTION 11.12. Authorization to Effect Subordination.............................................      51
   SECTION 11.13. Article Applicable to Paying Agents...............................................      51
   SECTION 11.14. Senior Debt Entitled to Rely......................................................      51
   SECTION 11.15. Permitted Payments................................................................      51


                                     -iii-



                                TABLE OF CONTENTS
                                   (Continued)



                                                                                                         Page
                                                                                                         ----
                                                                                                      
   SECTION 11.16. Certain Conversions Deemed Payment................................................      51

ARTICLE XII CONVERSION OF SECURITIES................................................................      52

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

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

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

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

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


                                      -iv-



                             Amkor Technology, Inc.

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

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


                                      -v-



                                                                                                
              (a)(2).....................................................................                6.09
              (b)........................................................................                2.05
Section 3.18  (a)........................................................................               10.01
              (b)........................................................................               10.01


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

                                      -vi-



      THIS INDENTURE, dated as of _________, 200_, is between Amkor Technology,
Inc., a Delaware corporation (the "Company"), and U.S. Bank National
Association, a national banking association (the "Trustee").

                             RECITALS OF THE COMPANY

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

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

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE I

                                   DEFINITIONS

Section 1.01. Definitions.

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

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

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

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

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



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

      "Commission" means the Securities and Exchange Commission.

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

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

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

      "Corporate Trust Office" means the corporate trust office of the Trustee
at which at any particular time the trust created by this Indenture shall
principally be administered; as of the Issue Date, the Corporate Trust Office is
located at One Federal Street, 3rd Floor, Boston, MA 02110, Attention Corporate
Trust Services -- Subordinated Debt Securities.

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

      ["Credit Agreement" " means (i) the Credit Agreement, dated as of June 29,
2004 (as amended, supplemented or otherwise modified from time to time), among
the Company, each financial institution or other entity that (a) is listed on
the signature pages thereof as a lender or (b) from time to time becomes a party
thereto by execution of an assignment and acceptance, each lender or affiliates
of a lender that (a) is listed on the signature pages thereof as an issuer or
(b) becomes an issuer with the approval of the administrative agent and the
Company, Citicorp North America, Inc., as administrative agent for the lenders
and the issuers, Citigroup Global Markets Inc., as sole lead arranger and sole
bookrunner, JPMorgan Chase Bank, as syndication agent for the lenders and the
issuers and Merrill Lynch Capital Corporation, as documentation agent, as such
agreement may be amended, restated, modified, renewed, refunded, replaced or
refinanced, in whole or in part, from time to time, and (ii) the Credit
Agreement, dated as of October 27, 2004 (as

                                      -2-


amended, supplemented or otherwise modified from time to time), among the
Company, each financial institution or other entity that (a) is listed on the
signature pages thereof as a lender or (b) from time to time becomes a party
thereto by execution of an assignment and acceptance, Citicorp North America,
Inc., as administrative agent for the lenders and as collateral agent for the
secured parties, Merrill Lynch, Pierce, Fenner & Smith Inc., as syndication
agent for the lenders, JPMorgan Chase Bank, as documentation agent, Citigroup
Global Markets Inc., as sole lead arranger, and Citigroup Global Markets Inc,
Merrill Lynch, Pierce, Fenner & Smith Inc., and J.P. Morgan Securities Inc., as
joint bookrunners, as such agreement may be amended, restated, modified,
renewed, refunded, replaced or refinanced, in whole or in part, from time to
time.]

      "Default" means any event that is, or after notice or passage of time, or
both, would be, an Event of Default.

      "Defeasance" has the meaning specified in Section 14.02.

      "Depositary" means, with respect to any Global Securities, a clearing
agency that is registered as such under the Exchange Act and is designated by
the Company to act as Depositary for such Global Securities (or any successor
securities clearing agency so registered), which shall initially be DTC.

      "Designated Senior Debt" means (i) any Senior Debt outstanding under the
Credit Agreement, (ii) Senior Debt outstanding under the Company's 9.25% Senior
Notes due 2008, its 7.125% Senior Notes due 2011, its 7.75% Senior Notes due
2013 and its 10.50% Senior Subordinated Notes due May 1, 2009, as such notes or
the related indentures may be amended, restated, supplemented, modified,
renewed, refunded, replaced or refinanced, in whole or in part, from time to
time, and (iii) any particular Senior Debt if the instrument creating or
evidencing the same or the assumption or guarantee thereof (or related
agreements or documents to which the Company is a party) expressly provides that
such Indebtedness shall be "Designated Senior Debt" for purposes of the
Indenture (provided that such instrument, agreement or other document may place
limitations and conditions on the right of such Senior Debt to exercise the
rights of Designated Senior Debt).

      "DTC" means The Depository Trust Company, a New York corporation.

      "euro" or "euros" means the currency adopted by those nations
participating in the third stage of the economic and monetary union provisions
of the Treaty on European Union, signed at Maastricht on February 7, 1992.

      "European Economic Area" means the member nations of the European Economic
Area pursuant to the Oporto Agreement on the European Economic Area dated May 2,
1992, as amended.

      "European Union" means the member nations of the European Union
established by the Treaty of European Union, signed at Maastricht on February 2,
1992, which amended the Treaty of Rome establishing the European Community.

                                      -3-


      "Exchange Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder.

      "Existing Convertible Subordinated Notes" means all of the Company's
outstanding indebtedness under its 5-3/4% Convertible Subordinated Notes due
2006, its 5% Convertible Subordinated Notes due 2007 and its 6.25% Convertible
Subordinated Notes due 2013.

      "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 Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as may be approved by a significant segment of the accounting
profession of the United States, which are in effect from time to time.

      "Global Security" means a Security that is registered in the Register.

      "Global Securities Legend" means the legend labeled as such and that is
set forth in Exhibit A hereto, which is incorporated in and expressly made a
part of this Indenture.

      "Indebtedness" means, with respect to any Person, all obligations, whether
or not contingent, of such Person (i) (a) for borrowed money (including, but not
limited to, any indebtedness secured by a security interest, mortgage or other
lien on the assets of that Person that is (1) given to secure all or part of the
purchase price of property subject thereto, whether given to the vendor of such
property or to another, or (2) existing on property at the time of acquisition
thereof), (b) evidenced by a note, debenture, bond or other written instrument,
(c) under a lease required to be capitalized on the balance sheet of the lessee
under GAAP or under any lease or related document (including a

                                      -4-


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 2.02; provided,
however, that if at any time more than one Person is acting as Trustee under
this Indenture due to the appointment of one or more separate Trustees for any
one or more separate series of Securities, "Indenture" shall mean, with respect
to such series of Securities for which any such Person is Trustee, this
instrument as originally executed or as it may from time to time be supplemented
or amended by one or more indentures supplemental hereto entered into pursuant
to the applicable provisions hereof and shall include the terms of particular
series of Securities for which such Person is Trustee established as
contemplated by Section 2.02, exclusive, however, of any provisions or terms
which relate solely to other series of Securities for which such Person is not
Trustee, regardless of when such terms or provisions were adopted, and exclusive
of any provisions or terms adopted by means of one or more indentures
supplemental hereto executed and delivered after such Person had become such
Trustee, but to which such person, as such Trustee, was not a party; provided,
further that in the event that this Indenture is supplemented or amended by one
or more indentures supplemental hereto which are only applicable to certain
series of Securities, the term "Indenture" for a particular series of Securities
shall only include the supplemental indentures applicable thereto.

      "interest," when used with respect to an Original Issue Discount Security,
which by its terms bears interest only after Maturity, means interest payable
after Maturity.

                                      -5-


      "Interest Payment Date," when used with respect to any Security, means the
Stated Maturity of an installment of interest on such Security.

      "Material Subsidiary" means any Subsidiary of the Company which at the
date of determination is a "significant Subsidiary" as defined in Rule 1-02(w)
of Regulation S-X under the Securities Act and the Exchange Act.

      "Maturity," when used with respect to any Security, means the date on
which the principal of such Security or an installment of principal becomes due
and payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, repurchase at the option of the holder of such
Security or otherwise.

      "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

      "Officer" means the Chairman of the Board, the Chief Executive Officer,
the President, the Chief Financial Officer, the Chief Accounting Officer, any
Executive Vice President, Senior Vice President or Vice President (whether or
not designated by a number or numbers or word or words before or after the title
"Vice President"), the Treasurer, any other executive officer, the Secretary and
any Assistant Treasurer or any Assistant Secretary of the Company.

      "Officers' Certificate" means a certificate signed by the principal
executive officer, principal financial officer or principal accounting officer
of the Company.

      "Opinion of Counsel" means a written opinion from legal counsel who may be
an employee of or counsel to the Company or the Trustee except to the extent
otherwise indicated in this Indenture.

      "Original Issue Discount Security" means any Security that provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 6.02.

      "Person" means any individual, corporation, partnership, joint venture,
trust, estate, unincorporated organization, limited liability company or
government or any agency or political subdivision thereof.

      "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidence by such
particular Security, and, for the purposes of this definition, any Security
authenticated and delivered under Section 2.08 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

                                      -6-


      "Redemption Date" when used with respect to any of the Securities to be
redeemed, means the date fixed by the Company for such redemption pursuant to
Article III of this Indenture and the Securities.

      "Redemption Price" when used with respect to any of the Securities to be
redeemed, means the price fixed for such redemption pursuant to Article III of
this Indenture and the Securities.

      "Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 2.02.

      "Representative" means (a) the indenture trustee or other trustee, agent
or representative for any Senior Debt or (b) with respect to any Senior Debt
that does not have any such trustee, agent or other representative, (i) in the
case of such Senior Debt issued pursuant to an agreement providing for voting
arrangements as among the holders or owners of such Senior Debt, any holder or
owner of such Senior Debt acting with the consent of the required Persons
necessary to bind such holders or owners of such Senior Debt and (ii) in the
case of all other such Senior Debt, the holder or owner of such Senior Debt.

      "Securities" has the meaning stated in the first recital of this Indenture
and more particularly means any Securities authenticated and delivered under
this Indenture.

      "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.

      "Senior Debt" means the principal of, premium, if any, and interest on,
rent under, and any other amounts payable on or in respect of any Indebtedness
of the Company (including, without limitation, any Obligations in respect of
such Indebtedness and, in the case of Designated Senior Debt, any interest
accruing after the filing of a petition by or against the Company under any
bankruptcy law, whether or not allowed as a claim after such filing in any
proceeding under such bankruptcy law), whether outstanding on the Issue Date or
thereafter created, incurred, assumed, guaranteed or in effect guaranteed by the
Company (including all deferrals, renewals, extensions or refundings of, or
amendments, modifications or supplements to the foregoing); provided, however,
that Senior Debt does not include (u) Indebtedness evidenced by the Securities,
(v) the Existing Convertible Subordinated Notes, (w) any liability for federal,
state, local or other taxes owed or owing by the Company, (x) Indebtedness of
the Company to any Subsidiary of the Company except to the extent such
Indebtedness is of a type described in clause (ii) of the definition of
Indebtedness, (y) trade payables of the Company for goods, services or materials
purchased in the ordinary course of business (other than, to the extent they may
otherwise constitute trade payables, any obligations of the type described in
clause (ii) of the definition of Indebtedness), and (z) any particular
Indebtedness in which the instrument creating or evidencing the same expressly
provides that such Indebtedness shall not be senior in right of payment to, or
is pari passu with, or is subordinated or junior to, the Securities.

                                      -7-


      "Stated Maturity," when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security as the fixed date on which the principal of such Security or
such installment of principal or interest is due and payable.

      "Subsidiary" means, with respect to any Person, (i) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by such
Person or one or more of the other subsidiaries of that Person (or a combination
thereof) and (ii) any partnership (a) the sole general partner or managing
general partner of which is such Person or a Subsidiary of such Person or (b)
the only general partners of which are such Person or of one or more
Subsidiaries of such Person (or any combination thereof).

      "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code Sections
77aaa-77bbbb) as in effect on the Issue Date, except as provided in Sections
9.03 and 12.06.

      "Trustee" means the party named as such above until a successor replaces
it in accordance with the applicable provisions of this Indenture and thereafter
means the successor.

      "Trust Officer" means an officer in the Corporate Trust Office of the
Trustee.

      "U.S. Government Obligations" means direct obligation of the United States
of America for the payment of which the full faith and credit of the United
States of America is pledged. In order to have money available on a payment date
to pay principal or interest on the Securities, the U.S. Government Obligations
shall be payable as to principal or interest on or before such payment date in
such amounts as will provide the necessary money. U.S. Government Obligations
shall not be callable at the issuer's option.

      Section 1.02. Other Definitions.



                                                                                      DEFINED IN SECTION
                                                                                      ------------------
                                                                                   
"Bankruptcy Law"...................................................................     SECTION 6.01
"Business Day".....................................................................     SECTION 10.07
"Current Market Price".............................................................     SECTION 12.05
"Closing Price"....................................................................     SECTION 2.04
"Conversion Agent".................................................................     SECTION 6.01
"Custodian"........................................................................     SECTION 2.01
"Distributions"....................................................................     SECTION 12.05
"Event of Default".................................................................     SECTION 12.05
"Expiration Time"..................................................................     SECTION 12.05
"fair market value"................................................................     SECTION 2.01
"Global Security"..................................................................     SECTION 10.07
"Legal Holiday"....................................................................     SECTION 12.05
"non-electing share"...............................................................     SECTION 2.04
"Paying Agent".....................................................................     SECTION 2.04


                                      -8-




                                                                                      DEFINED IN SECTION
                                                                                      ------------------
                                                                                   
"Payment Blockage Notice"..........................................................     SECTION 11.03
"Purchased Shares".................................................................     SECTION 12.05
"Record Date"......................................................................     SECTION 12.05
"Register".........................................................................     SECTION 2.04
"Registrar"........................................................................     SECTION 2.04
"trading day"......................................................................     SECTION 12.05
"Trigger Event"....................................................................     SECTION 12.05


      Section 1.03. Incorporation by Reference of Trust Indenture Act. Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this Indenture. The following TIA terms used
in this Indenture have the following meanings:

      "Commission" means the Commission;

      "indenture securities" means the Securities;

      "indenture security holder" means a holder of a Security;

      "indenture to be qualified" means this Indenture;

      "indenture trustee" or "institutional trustee" means the Trustee; and

      "obligor" on the Securities means the Company or any other obligor on the
Securities.

      All other terms in this Indenture that are defined by the TIA, defined by
TIA reference to another statute or defined by Commission rule under the TIA
have the meanings so assigned to them.

      Section 1.04. Rules of Construction. Unless the context otherwise
requires:

                  (1) a term has the meaning assigned to it;

                  (2) an accounting term not otherwise defined has the meaning
assigned to it in accordance with GAAP;

                  (3) "or" is not exclusive;

                  (4) words in the singular include the plural, and in the
plural include the singular; and

                  (5) the male, female and neuter genders include one another.

      The terms and provisions contained in the Securities shall constitute, and
are hereby expressly made, a part of this Indenture and the Company and the
Trustee, by their execution and

                                      -9-


delivery of this Indenture, expressly agree to such terms and provisions and to
be bound thereby. However, to the extent any provision of any Security conflicts
with the express provisions of this Indenture, the provisions of this Indenture
shall govern and be controlling.

                                   ARTICLE II

                                 THE SECURITIES

      SECTION 2.01. Forms Generally. The Securities of each series shall be in
substantially the form set forth in Exhibit A, or in such other form as shall be
established by or pursuant to a Board Resolution or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange or Depositary therefore or as may,
consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution thereof. If the form of Securities of any series
is established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 2.03 for the
authentication and delivery of such Securities. Any such Board Resolution or
record of such action shall have attached thereto a true and correct copy of the
form of Security referred to therein approved by or pursuant to such Board
Resolution.

      The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced by their execution of
such Securities.

      SECTION 2.02. Amount Unlimited; Issuable in Series. The aggregate
principal amount of Securities that may be authenticated and delivered under
this Indenture is unlimited. The Securities may be issued in one or more series.
There shall be established in or pursuant to a Board Resolution and, subject to
Section 2.03, set forth, or determined in the manner provided, in an Officers'
Certificate, or established in one or more indentures supplemental hereto, prior
to the issuance of Securities of any series,

                  (1) the title of the Securities of the series (which shall
distinguish the Securities of the series from Securities of any other series);

                  (2) any limit upon the aggregate principal amount of the
Securities of the series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to Section 2.07, 2.08, 2.11, 3.06 or 9.05 and except for any
Securities which, pursuant to Section 2.03, are deemed never to have been
authenticated and delivered hereunder);

                                      -10-


                  (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);

                                      -11-


                  (13) if other than the entire principal amount thereof, the
portion of the principal amount of any Securities of the series which shall be
payable upon declaration of acceleration of the Maturity thereof pursuant to
Section 6.02;

                  (14) if the principal amount payable at the Stated Maturity of
any Securities of the series will not be determinable as of any one or more
dates prior to the Stated Maturity, the amount which shall be deemed to be the
principal amount of such Securities as of any such date for any purpose
thereunder or hereunder, including the principal amount thereof which shall be
due and payable upon any Maturity other than the Stated Maturity or which shall
be deemed to be outstanding as of any date prior to the Stated Maturity (or, in
any such case, the manner in which such amount deemed to be the principal amount
shall be determined);

                  (15) if applicable, that the Securities of the series, in
whole or any specified part, shall be defeasible pursuant to Section 14.02 or
Section 14.03 or both such Sections, or any other defeasance provisions
applicable to any Securities of the series, and, if other than by a Board
Resolution, the manner in which any election by the Company to defease such
Securities shall be evidenced;

                  (16) if applicable, the terms of any right to convert or
exchange Securities of the series into shares of Common Stock of the Company or
other securities or property;

                  (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;

                                      -12-


                  (22) any addition to or change in or modification to the
subordinated provisions of this Indenture relating to the Securities of that
series (including the provisions of Article XI), or different subordination
provisions, including a different definition of "Senior Debt" or "Designated
Senior Debt," will apply to Securities of the series; and

                  (23) any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture, except as permitted by
Section 9.03).

      All Securities of any one series shall be substantially identical except
as to denomination and except as may otherwise be provided in or pursuant to the
Board Resolution referred to above and (subject to Section 2.03) set forth, or
determined in the manner provided, in the Officers' Certificate referred to
above or in any such indenture supplemental hereto.

      If any of the terms of the series are established by action taken pursuant
to a Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.

      The Securities shall be subordinated in right of payment to Senior Debt as
provided in Article XI.

      The Securities of each series shall be issuable only in registered form
without coupons and only in such denominations as shall be specified as
contemplated by this section. In the absence of any such specified denomination
with respect to the Securities of any series, the Securities of such series
shall be issuable in denominations of $1,000 and any integral multiple thereof.

      SECTION 2.03. Execution and Authentication. Two Officers shall sign the
Securities for the Company by manual or facsimile signature. The Company's seal
may be reproduced on the Securities.

      If an Officer whose signature is on a Security no longer holds that office
at the time such Security is authenticated, the Security shall nevertheless be
valid.

      No Security shall be valid until authenticated by the manual signature of
the Trustee. The signature shall be conclusive evidence that such Security has
been authenticated under this Indenture.

      At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities. If the
form or terms of the Securities of the series have been established by or
pursuant to one or more Board Resolutions as permitted by Sections 2.01 and
2.02, in authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 7.01) shall be
fully

                                      -13-


protected in relying upon, a copy of such Board Resolution, the Officers'
Certificate setting forth the terms of the series and an Opinion of Counsel,
with such Opinion of Counsel stating,

                  (1) if the form of such Securities has been established by or
pursuant to Board Resolution as permitted by Section 2.01, that such form has
been established in conformity with the provisions of this Indenture;

                  (2) if the terms of such Securities have been established by
or pursuant to Board Resolution as permitted by Section 2.02, that such terms
have been established in conformity with the provisions of this Indenture; and

                  (3) that such Securities, when authenticated and delivered by
the Trustee and issued by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute valid and
legally binding obligations of the Company enforceable in accordance with their
terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles.

      If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

      Notwithstanding the provisions of Section 2.02 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 2.02 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the
authentication of each Security of such series if such documents are delivered
at or prior to the authentication upon original issuance of the first Security
of such series to be issued.

      Each Security shall be dated the date of its authentication.

      The Trustee may appoint an authenticating agent acceptable to the Company
to authenticate any Security. An authenticating agent may authenticate any
Security whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same right as an Agent to deal with the Company or
an Affiliate of the Company.

      SECTION 2.04. The Trustee Registrar, Paying Agent and Conversion Agent.
The Company shall maintain or cause to be maintained in such locations as it
shall determine, which may be the Corporate Trust Office, an office or agency:
(i) where Securities may be presented for registration of transfer or for
exchange ("Registrar"); (ii) where Securities may be presented for payment
("Paying Agent"); (iii) an office or agency where Securities may be presented
for conversion, if applicable, (the "Conversion Agent"); and (iv) where notices
and demands to or upon the Company in respect of Securities and this Indenture
may be served by the holders of the

                                      -14-


Securities. The Registrar shall keep a Register ("Register") of any Securities
of a series and of their transfer and exchange. The Company may appoint one or
more co-registrars, one or more additional paying agents and one or more
additional conversion agents for any series of Securities. The term "Paying
Agent" includes any additional paying agent and the term "Conversion Agent"
includes any additional Conversion Agent. The Company may change any Paying
Agent, Registrar, Conversion Agent or co-registrar without prior notice. The
Company shall notify the Trustee of the name and address of any Agent not a
party to this Indenture and shall enter into an appropriate agency agreement
with any Registrar, Paying Agent, Conversion Agent or co-registrar not a party
to this Indenture. The agreement shall implement the provisions of this
Indenture that relate to such Agent. The Company or any of its subsidiaries may
act as Paying Agent, Registrar, Conversion Agent or co-registrar, except that
for purposes of Articles III and VIII, neither the Company nor any of its
subsidiaries shall act as Paying Agent. If the Company fails to appoint or
maintain another entity as Registrar, or Paying Agent or Conversion Agent, the
Trustee shall act as such, and the Trustee shall initially act as such.


      SECTION 2.05. Paying Agent To Hold Money in Trust. The Company shall
require each Paying Agent (other than the Trustee, who hereby so agrees), to
agree in writing that the Paying Agent will hold in trust for the benefit of
holders of the Securities of any series or the Trustee all money held by the
Paying Agent for the payment of principal or interest on the Securities of such
series, and will notify the Trustee of any default by the Company in respect of
making any such payment. While any such default continues, the Trustee may
require a Paying Agent to pay all money held by it to the Trustee. The Company
at any time may require a Paying Agent to pay all money held by it to the
Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the
Company or a Subsidiary of the Company) shall have no further liability for the
money. If the Company or a Subsidiary of the Company acts as Paying Agent, it
shall segregate and hold in a separate trust fund for the benefit of the holders
of the Securities of any series all money held by it as Paying Agent.

      SECTION 2.06. Holder Lists. The Trustee of any series of Securities shall
preserve in as current a form as is reasonably practicable the most recent list
available to it of the names and addresses of holders of Securities of such
series and shall otherwise comply with TIA Section 312(a). If the Trustee is not
the Registrar of such series, the Company shall furnish to the Trustee at least
seven Business Days before each Interest Payment Date, and as the Trustee may
request in writing within fifteen (15) days after receipt by the Company of any
such request (or such lesser time as the Trustee may reasonably request in order
to enable it to timely provide any notice to be provided by it hereunder), a
list in such form and as of such date as the Trustee may reasonably require of
the names and addresses of holders of Securities of such series.

      SECTION 2.07. Transfer and Exchange. When any Securities of a series are
presented to the Registrar or a co-registrar with a request to register a
transfer or to exchange them for an equal principal amount of new Securities of
such series for other denominations, the Registrar shall register the transfer
or make the exchange if its requirements for such transactions are met. To
permit registrations of transfers and exchanges, the Company shall issue and the
Trustee shall authenticate new Securities of the same series at the Registrar's
request, bearing registration

                                      -15-


numbers not contemporaneously outstanding. No service charge shall be made to a
holder for any registration of transfer or exchange (except as otherwise
expressly permitted herein), but the Company may require payment of a sum
sufficient to cover any transfer tax or other governmental charge payable upon
exchanges pursuant to Sections 2.11, 3.07, 9.05 or 12.02.

      The Company or the Registrar shall not be required (i) to issue, register
the transfer of or exchange any Securities of a series during a period beginning
at the opening of business fifteen (15) days before the day of any selection of
any Securities of that series for redemption under Section 3.03 and ending at
the close of business on the day of selection or (ii) to register the transfer
or exchange of any Security of that series so selected for redemption in whole
or in part, except the unredeemed portion of any Security of that series being
redeemed in part.

      All Securities of any series issued upon any transfer or exchange of new
Securities of that series in accordance with this Indenture shall be the valid
obligations of the Company, evidencing the same debt, and entitled to the same
benefits under this Indenture as the Securities surrendered upon such
registration of transfer or exchange.

      The provisions of Clauses (1), (2), (3) and (4) below shall apply only to
Global Securities:

                  (1) Each Global Security authenticated under this Indenture
shall be registered in the name of the Depositary designated for such Global
Security or a nominee thereof and delivered to such Depositary or a nominee
thereof or custodian therefore, and each such Global Security shall constitute a
single Security for all purposes of this Indenture.

                  (2) Notwithstanding any other provision in this Indenture, no
Global Security may be exchanged in whole or in part for Securities registered,
and no transfer of a Global Security in whole or in part may be registered, in
the name of any Person other than the Depositary for such Global Security or a
nominee thereof unless (A) such Depositary (i) has notified the Company that it
is unwilling or unable to continue as Depositary for such Global Security or
(ii) has ceased to be a clearing agency registered under the Exchange Act, (B)
there shall have occurred and be continuing an Event of Default with respect to
such Global Security or (C) there shall exist such circumstances, if any, in
addition to or in lieu of the foregoing as have been specified for this purpose
as contemplated by Section 2.02.

                  (3) Subject to Clause (2) above, any exchange of a Global
Security for other Securities may be made in whole or in part, and all
Securities issued in exchange for a Global Security or any portion thereof shall
be registered in such names as the Depositary for such Global Security shall
direct.

                  (4) Every Security authenticated and delivered upon
registration of transfer of, or in exchange for or in lieu of, a Global Security
or any portion thereof, whether pursuant to this Section, Section 2.08, 2.11,
3.06 or 9.05 or otherwise, shall be authenticated and delivered in the form of,
and shall be, a Global Security, unless such Security is registered in the name
of a Person other than the Depositary for such Global Security or a nominee
thereof.

                                      -16-


      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 that series, as of the date of
determination, properly authenticated and delivered by the Trustee under this
Indenture, except

                  (1) Securities theretofore canceled by the Trustee or
delivered to the Trustee for cancellation;

                  (2) Securities for whose payment or redemption money in the
necessary amount has been theretofore deposited with the Trustee or any Paying
Agent (other than the Company) in trust or set aside and segregated in trust by
the Company (if the Company shall act as its own Paying Agent) for the holders
of such Securities; provided that, if such Securities are to be redeemed, notice
of such redemption has been duly given pursuant to this Indenture or provision
therefore satisfactory to the Trustee has been made;

                                      -17-


                  (3) Securities as to which Defeasance has been effected
pursuant to Section 14.02; and

                  (4) Securities which have been paid pursuant to Section 2.08
or in exchange for or in lieu of which other Securities have been authenticated
and delivered pursuant to this Indenture, other than any such Securities in
respect of which there shall have been presented to the Trustee proof
satisfactory to it that such Securities are held by a bona fide purchaser in
whose hands such Securities are valid obligations of the Company;

      provided, however, that in determining whether the holders of the
requisite principal amount of the outstanding Securities have given, made or
taken any request, demand, authorization, direction, notice, consent, waiver or
other action hereunder as of any date, (A) the principal amount of an Original
Issue Discount Security which shall be deemed to be outstanding shall be the
amount of the principal thereof which would be due and payable as of such date
upon acceleration of the Maturity thereof to such date pursuant to Section 6.02,
(B) if, as of such date, the principal amount payable at the Stated Maturity of
a Security is not determinable, the principal amount of such Security which
shall be deemed to be outstanding shall be the amount as specified or determined
as contemplated by Section 2.02, (C) the principal amount of a Security
denominated in one or more foreign currencies or currency units which shall be
deemed to be outstanding shall be the U.S. dollar equivalent, determined as of
such date in the manner provided as contemplated by Section 2.02, of the
principal amount of such Security (or, in the case of a Security described in
Clause (A) or (B) above, of the amount determined as provided in such Clause),
and (D) Securities owned by the Company or any other obligor upon the Securities
or any Affiliate of the Company or of such other obligor shall be disregarded
and deemed not to be outstanding, except that, in determining whether the
Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent, waiver or other action, only
Securities which the Trustee knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the pledgee
is not the Company or any other obligor upon the Securities or any Affiliate of
the Company or of such other obligor.

      SECTION 2.10. When Treasury Securities Disregarded. In determining whether
the holders of the required principal amount of Securities of any series have
concurred in any direction, waiver or consent, Securities of that series owned
by the Company or an Affiliate of the Company shall be considered as though they
are not outstanding except that for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, waiver or consent,
only Securities of that series which the Trustee knows are so owned shall be so
disregarded.

      SECTION 2.11. Temporary Securities.

            (a) Until definitive Securities of any series are ready for
delivery, the Company may prepare and the Trustee shall authenticate temporary
Securities of that series. Temporary Securities shall be substantially in the
form of definitive Securities of that series but may have variations that the
Company considers appropriate for temporary Securities of that series and shall
be reasonably acceptable to the Trustee. Without unreasonable delay, the Company
shall prepare and

                                      -18-


the Trustee shall authenticate definitive Securities of any series in exchange
for temporary Securities.

            (b) Except for transfers made in accordance with Section 2.07, a
Global Security deposited with the Depositary or with the Trustee as custodian
for the Depositary shall be transferred to the beneficial owners thereof in the
form of certificated Securities of that series in definitive form only if such
transfer complies with Section 2.07 and (i) the Depositary notifies the Company
that it is unwilling or unable to continue as Depositary for such Global
Security or if at any time such Depositary ceases to be a "clearing agency"
registered under the Exchange Act and a successor Depositary is not appointed by
the Company within 90 days of such notice, or (ii) an Event of Default has
occurred and is continuing.

            (c) Any Global Security of any series or interest thereon that is
transferable to the beneficial owners thereof in the form of certificated
Securities of that series in definitive form shall, if held by the Depository,
be surrendered by the Depositary to the Trustee, without charge, and the Trustee
shall authenticate and deliver, upon such transfer of each portion of such
Global Security of that series, an equal aggregate principal amount of
Securities of that series of authorized denominations in the form of
certificated Securities of that series in definitive form. Any portion of a
Global Security transferred pursuant to this Section shall be executed,
authenticated and delivered only in denominations of $1,000 and any integral
multiple thereof and registered in such names as the Depositary shall direct.

            (d) Prior to any transfer pursuant to Section 2.11(b), the
registered holder of a Global Security of any series may grant proxies and
otherwise authorize any Person, including Agent Members and Persons that may
hold interests through Agent Members, to take any action which a holder is
entitled to take under this Indenture or the Securities of that series.

            (e) The Company will make available to the Trustee a reasonable
supply of certificated Securities of any series in definitive form without
interest coupons.

      SECTION 2.12. Cancellation. The Company at any time may deliver Securities
to the Trustee for cancellation. The Registrar and Paying Agent shall forward to
the Trustee any Securities of any series surrendered to them for registration of
transfer, exchange or payment. The Trustee and no one else may cancel Securities
of any series surrendered for registration of transfer, exchange, payment,
replacement, conversion, redemption, repurchase or cancellation. Upon written
instructions of the Company, the Trustee shall destroy and dispose of canceled
Securities of any series as the Company directs and, after such destruction,
shall deliver a certificate of destruction to the Company. The Company may not
issue new Securities of any series to replace Securities of such series that it
has paid, redeemed or repurchased or that have been delivered to the Trustee for
cancellation or that any holder has (i) converted pursuant to Article XII hereof
or (ii) submitted for redemption pursuant to Article III hereof.

      SECTION 2.13. Defaulted Interest. If the Company fails to make a payment
of interest on any Security of any series, it shall pay such defaulted interest
plus, to the extent lawful, any interest payable on the defaulted interest. It
may pay such defaulted interest, plus any such interest

                                      -19-


payable on it, to the Persons who are holders of Securities of such series on a
subsequent special record date. The Company shall fix any such special record
date and payment date. At least 15 days before any such special record date, the
Company shall mail to holders of the Securities of such series a notice that
states the special record date, payment date and amount of such interest to be
paid.

      SECTION 2.14. CUSIP Number. The Company in issuing any Securities of any
series may use a "CUSIP" number, and if so, such CUSIP number shall be included
in notices of redemption, repurchase or exchange as a convenience to holders of
Securities of such series; provided, however, that any such notice may state
that no representation is made as to the correctness or accuracy of the CUSIP
number printed in the notice or on the Securities of that series and that
reliance may be placed only on the other identification numbers printed on such
Securities. The Company will promptly notify the Trustee of any change in the
CUSIP number.

                                  ARTICLE III

                                   REDEMPTION

      SECTION 3.01. Applicability of Article. Securities of any series that are
redeemable before then Stated Maturity shall be redeemable in accordance with
their terms and (except as otherwise specified as contemplated by Section 2.02
for such Securities) in accordance with this Article.

      SECTION 3.02. Notices to Trustee. The election of the Company to redeem
any Securities shall be evidenced by a Board Resolution or in another manner
specified as contemplated by Section 2.02 for such Securities. If the Company
elects to redeem any Securities, it shall furnish to the Trustee, at least 15
(20 if less than all of the then outstanding Securities of any series are to be
redeemed or if the Company requests the Trustee to give notice of redemption
pursuant to Section 3.04) days but not more than 60 days before a Redemption
Date (unless a shorter period shall be satisfactory to the Trustee), an
Officers' Certificate setting forth (i) the Section of this Indenture pursuant
to which the redemption shall occur, (ii) the Redemption Date, (iii) the
principal amount of Securities (if less than all) to be redeemed, (iv) the
Redemption Price and (v) the CUSIP number of the Securities being redeemed.

      SECTION 3.03. Selection of Securities To Be Redeemed. If less than all the
Securities of any series are to be redeemed, the Trustee shall select the
Securities to be redeemed by a method that complies with the requirements of the
principal national securities exchange, if any, on which the Securities of such
series are listed or quoted or, if such Securities are not so listed, on a pro
rata basis by lot or by any other method that the Trustee considers fair and
appropriate. The Trustee shall make the selection not more than 60 days and not
less than 15 days before the Redemption Date from Securities of that series
outstanding and not previously called for redemption. The Trustee may select for
redemption a portion of the principal of any Securities of that series that has
a denomination larger than $1,000. Securities and portions thereof will be
redeemed in the amount of $1,000 or integral multiples of $1,000.

                                      -20-


      Provisions of this Indenture that apply to Securities of any series called
for redemption also apply to portions of such Securities called for redemption.
The Trustee shall notify the Company promptly of the Securities of any series or
portions of such Securities to be called for redemption.

      If any Security of any series selected for partial redemption is converted
in part after such selection, the converted portion of such Security shall be
deemed (so far as may be) to be the portion to be selected for redemption. The
Securities (or portion thereof) so selected shall be deemed duly selected for
redemption for all purposes hereof, notwithstanding that any such Security is
converted in whole or in part before the mailing of the notice of redemption.
Upon any redemption of less than all the Securities of any series, the Company
and the Trustee may treat as outstanding any Securities of that series
surrendered for conversion during the period of 15 days next preceding the
mailing of a notice of redemption and need not treat as outstanding any Security
of that series authenticated and delivered during such period in exchange for
the unconverted portion of any Security of that series converted in part during
such period.

      SECTION 3.04. Notice of Redemption. At least 30 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;

                                      -21-


                  (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 return to the Company any money not required for that
purpose.

      On and after the Redemption Date, unless the Company shall default in the
payment of the Redemption Price, interest will cease to accrue on the principal
amount of the Securities or portions thereof called for redemption and for which
funds have been set apart for payment and such Securities, or portions thereof,
shall cease after the close of business on the Business Day immediately
preceding the Redemption Date to be convertible into Common Stock and, except as
provided in this Section 3.05 and 8.04, to be entitled to any benefit or
security under this Indenture, and the holders thereof shall have no right in
respect of such Securities, or portions thereof, except the right to receive the
Redemption price thereof and unpaid interest, to (but excluding) the Redemption
Date. In the case of Securities or portions thereof redeemed on a Redemption
Date which is also an Interest Payment Date, the interest payment due on such
Interest Payment Date shall be paid to the Person in whose name the Security is
registered at the close of business on the relevant Regular Record Date.

      SECTION 3.06. Securities Redeemed in Part. Upon surrender of a Security
that is redeemed in part only, the Company shall issue and the Trustee shall
authenticate and deliver to the

                                      -22-


holder of a Security a new Security of the same series equal in principal amount
to the unredeemed portion of the Security surrendered, at the expense of the
Company, except as specified in Section 2.07.

      SECTION 3.07. Conversion Arrangement on Call for Redemption. In connection
with any redemption of Securities of any series, the Company may arrange for the
purchase and conversion of any Securities of that series by an arrangement with
one or more investment bankers or other purchasers to purchase such Securities
by paying to the Trustee in trust for the holders, on or before the Redemption
Date, an amount not less than the applicable Redemption Price, together with
interest accrued to the Redemption Date, of such Securities. Notwithstanding
anything to the contrary contained in this Article III, the obligation of the
Company to pay the Redemption Price of such Securities, together with interest
accrued to the Redemption Date, shall be deemed to be satisfied and discharged
to the extent such amount is so paid by the purchasers. If such an agreement is
entered into, a copy of which will be filed with the Trustee prior to the
Redemption Date, any Securities of that series not duly surrendered for
conversion by the holders thereof may, at the option of the Company, be deemed,
to the fullest extent permitted by law, acquired by such purchasers from such
holders and (notwithstanding anything to the contrary contained in Article XII)
surrendered by such purchasers for conversion, all as of immediately prior to
the close of business on the Redemption Date (and the right to convert any such
Securities shall be deemed to have been extended through such time), subject to
payment of the above amount as aforesaid. At the direction of the Company, the
Trustee shall hold and dispose of any such amount paid to it in the same manner
as it would monies deposited with it by the Company for the redemption of
Securities of that series. Without the Trustee's prior written consent, no
arrangement between the Company and such purchasers for the purchase and
conversion of any Securities of any series shall increase or otherwise affect
any of the powers, duties, responsibilities or obligations of the Trustee as set
forth in this Indenture, and the Company agrees to indemnify the Trustee from,
and hold it harmless against, any loss, liability or expense arising out of or
in connection with any such arrangement for the purchase and conversion of any
Securities of any series between the Company and such purchasers to which the
Trustee has not consented in writing, including the costs and expenses incurred
by the Trustee in the defense of any claim or liability arising out of or in
connection with the exercise or performance of any of its powers, duties,
responsibilities or obligations under this Indenture.

                                   ARTICLE IV

                                    COVENANTS

      SECTION 4.01. Payment of Securities. The Company covenants and agrees for
the benefit of each series of Securities that it will pay the principal of and
any premium and interest on the Securities of that series in accordance with the
terms of the Securities.

      SECTION 4.02. Compliance Certificate. The Company shall deliver to the
Trustee within 120 days after the end of each fiscal year of the Company, an
Officers' Certificate stating that a review of the activities of the Company and
its subsidiaries during the preceding fiscal year has been made under the
supervision of the signing Officers with a view to determining whether the

                                      -23-


Company has fully performed its obligations under this Indenture and further
stating, as to each such Officer signing such certificate, that to the best of
his or her knowledge, the Company is not in default in the performance or
observance of any of the terms and conditions hereof (or, if any Default or
Event of Default shall have occurred, describing all such Defaults or Events of
Default of which he or she may have knowledge) and, that to the best of his or
her knowledge, no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest (including Liquidated
Damages) on the Securities are prohibited.

      The Company shall, so long as any of the Securities are outstanding,
deliver to the Trustee, forthwith upon becoming aware of any Default or Event of
Default, an Officers' Certificate specifying such Default or Event of Default.

      SECTION 4.03. Maintenance of Office or Agency. The Company shall maintain
or cause to be maintained for any series of Securities the office or agency
required under Section 2.04. The Company shall give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency not maintained by the Trustee. If at any time the Company shall fail to
maintain any such required office or agency for any series of Securities or
shall fail to furnish the Trustee with the address thereof, presentations,
surrenders, notices and demands with respect to the Securities for that series
may be made or served at the Corporate Trust Office of the Trustee.

      The Company may also from time to time designate one or more other offices
or agencies where the Securities for that series may be presented or surrendered
for any or all such purposes and may from time to time rescind such designation.

      SECTION 4.04. Money for Securities Payments to be Held in Trust. If the
Company shall at any time act as its own Paying Agent with respect to any series
of Securities, it will, on or before each due date of the principal of or any
premium or interest on any of the Securities of that series, segregate and hold
in trust for the benefit of the Persons entitled thereto a sum sufficient to pay
the principal and any premium and interest so becoming due until such sums shall
be paid to such Persons or otherwise disposed of as herein provided and will
promptly notify the Trustee of its action or failure so to act.

      Whenever the Company shall have one or more Paying Agents for any series
of Securities, it will, on or prior to each due date of the principal of or any
premium or interest on any Securities of that series, deposit with a Paying
Agent a sum sufficient to pay such amount, such sum to be held as provided by
the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of its action or failure so to act.

      The Company will cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will (1) comply with the provisions of
the Trust Indenture Act applicable to it as a Paying Agent and (2) during the
continuance of any default by the Company (or any other obligor upon the
Securities of that series) in the making of any payment in respect of the
Securities of that series, upon the written request of

                                      -24-


the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying
Agent for payment in respect of the Securities of that series.

      The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Company or such Paying Agent, such sums to be held by the Trustee upon the
same trusts as those upon which such sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
money.

      Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of or any premium or
interest on any Security of any series and remaining unclaimed for a period
ending on the earlier of the date that is ten Business Days prior to the date
such money would escheat to the State or two years after such principal, premium
or interest has become due and payable shall be paid to the Company on Company
Request, or (if then held by the Company) shall be discharged from such trust;
and the Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in a
newspaper published in the English language, customarily published on each
Business Day and of general circulation in each Place of Payment, notice that
such money remains unclaimed and that, after a date specified therein, which
shall not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Company.

      SECTION 4.05. Continued Existence. Subject to Article V, the Company shall
do or cause to be done all things necessary to preserve and keep in full force
and effect its corporate existence.

      SECTION 4.06. Appointments to Fill Vacancies in Trustee's Office. The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 7.08, a Trustee, so that there
shall at all times be a Trustee hereunder.

      SECTION 4.07. Stay, Extension and Usury Laws. The Company covenants (to
the extent that it may lawfully do so) that it shall not at any time insist
upon, plead or in any manner whatsoever claim or take the benefit or advantage
of, any stay, extension or usury law wherever enacted, now or at any time
hereafter enforced, that may affect the Company's obligation to pay the
Securities; and the Company (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law insofar as such law
applies to the Securities, and covenants that it shall not, by resort to any
such law, hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as
though no such law has been enacted.

                                      -25-


      SECTION 4.08. Taxes. The Company shall, and shall cause each of its
subsidiaries to, pay prior to delinquency all taxes, assessments and government
levies; provided, however, that the Company shall not be required to pay or
cause to be paid any such tax, assessment or levy (A) if the failure to do so
will not, in the aggregate, have a material adverse impact on the Company and
its subsidiaries taken as a whole, or (B) if the amount, applicability or
validity is being contested in good faith by appropriate proceedings.

      SECTION 4.09. Reports by Company. The Company shall file with the Trustee
and the Commission, and transmit to Holders, such information, documents and
other reports, and such summaries thereof, as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant to the
Trust Indenture Act; provided that any such information, documents or reports
required to be filed with the Commission pursuant to Section 13 or 15(d) of the
Exchange Act shall be filed with the Trustee within 15 days after the same is so
required to be filed with the Commission.

      SECTION 4.10. Waiver of Certain Covenants. Except as otherwise specified
as contemplated by Section 2.02 for Securities of such series, the Company may,
with respect to the Securities of any series, omit in any particular instance to
comply with any term, provision or condition set forth in any covenant provided
pursuant to Section 2.02(19), 4.08 or 9.01(g) for the benefit of the holders of
the Security of such series if before the time for such compliance the holders
of the Security of at least a majority in principal amount of the Outstanding
Securities of such series shall, by Act of such holders of the Security, either
waive such compliance in such instance or generally waive compliance with such
term, provision or condition, but no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.

                                   ARTICLE V

                                   SUCCESSORS

      SECTION 5.01. When the Company May Merge, Etc. The Company may not, in a
single transaction or series of related transactions, consolidate or merge with
or into (whether or not the Company is the surviving corporation), or sell,
assign, transfer, lease, convey or otherwise dispose of all or substantially all
of its properties or assets to, any Person as an entirety or substantially as an
entirety unless:

            (a) either

                  (i) the Company shall be the surviving or continuing
corporation or

                  (ii) the Person formed by or surviving any such consolidation
or into which the Company is merged (if other than the Company) or the Person
which acquires by sale, assignment, transfer, lease, conveyance or other
disposition the properties and assets of the Company substantially as an
entirety

                                      -26-


                        (1) shall be a corporation organized and validly
existing under the laws of the United States or any State thereof or the
District of Columbia and

                        (2) shall expressly assume, by indenture in form
reasonably satisfactory to the Trustee, executed and delivered to the Trustee,
the due and punctual payment of the principal of, and premium, if any, and
interest on all of the Securities and the performance of every covenant of the
Securities and this Indenture on the part of the Company to be performed or
observed, including, without limitation, conversion rights in accordance with
Section 12.06 to the extent required by such Sections;

            (b) immediately after giving effect to such transaction no Default
and no Event of Default shall have occurred and be continuing; and

            (c) the Company or such Person shall have delivered to the Trustee
an Officers' Certificate and an Opinion of Counsel each stating that such
consolidation, merger, conveyance, transfer or lease and, if a supplemental
indenture is required in connection with such transaction, such supplemental
indenture, comply with this provision of this Indenture and that all conditions
precedent in this Indenture relating to such transaction have been satisfied.

      For purposes of this Section 5.01, the transfer (by lease, assignment,
sale or otherwise, in a single transaction or series of transactions) of all or
substantially all of the properties or assets of one or more subsidiaries of the
Company, the capital stock of which constitutes all or substantially all of the
properties and assets of the Company, shall be deemed to be the transfer of all
or substantially all of the properties and assets of the Company.

      SECTION 5.02. Successor Corporation Substituted. Upon any such
consolidation, merger, sale, assignment, conveyance, lease, transfer or other
disposition in accordance with Section 5.01, the successor Person formed by such
consolidation or into which the Company is merged or to which such sale,
assignment, conveyance, lease, transfer or other disposition is made will
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such successor had
been named as the Company therein, and thereafter (except in the case of a sale,
assignment, transfer, lease, conveyance or other disposition) the predecessor
corporation will be relieved of all further obligations and covenants under this
Indenture and the Securities.

                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

      SECTION 6.01. Events of Default. An "Event of Default" with respect to
Securities of any series occurs if:

            (a) the Company defaults in the payment (whether or not such payment
is prohibited by the subordination provisions set forth in Article XI of this
Indenture) of principal of, or premium, if any, on the Securities of that series
when due at maturity, upon repurchase, upon

                                      -27-


acceleration or otherwise, including, without limitation, failure of the Company
to make any optional redemption payment when required pursuant to Article III;
or

            (b) the Company defaults in the payment (whether or not such payment
is prohibited by the subordination provisions set forth in Article XI of this
Indenture) of any installment of interest on the Securities of that series when
due (including any interest payable in connection with any optional redemption
payment pursuant to Article III) and continuance of such default for 30 days or
more; or

            (c) default in the deposit of any sinking fund payment, when and as
due by the terms of a Security of that series; or

            (d) the Company defaults (other than a default set forth in clauses
(a) and (b) above and clauses (d) and (e) below) in the performance of, or
breaches, any other covenant or warranty of the Company set forth in this
Indenture (other than a covenant or warranty which has expressly been included
in this Indenture solely for the benefit of series of Securities other than that
series) and fails to remedy such default or breach within a period of 60 days
after the receipt of written notice from the Trustee or the holders of at least
25% in aggregate principal amount of the then outstanding Securities of that
series; or

            (e) the Company or any Material Subsidiary, pursuant to or within
the meaning of any Bankruptcy Law:

                  (i) commences a voluntary case,

                  (ii) consents to the entry of an order for relief against it
in an involuntary case,

                  (iii) consents to the appointment of a Custodian of it or for
all or substantially all of its property,

                  (iv) makes a general assignment for the benefit of its
creditors,

                  (v) makes the admission in writing that it generally is unable
to pay its debts as the same become due, or

            (f) a court of competent jurisdiction enters a judgment, order or
decree under any Bankruptcy Law that:

                  (i) is for relief against the Company or any Material
Subsidiary in an involuntary case,

                  (ii) appoints a Custodian of the Company or any Material
Subsidiary, and the order or decree remains unstayed and in effect for 90 days.

                                      -28-


                  (iii) orders the liquidation of the Company or any Material
Subsidiary, and the order or decree remains unstayed and in effect for 90 days;
or

            (g) any other Event of Default provided with respect to Securities
of that series in the Board Resolution, supplemental indenture or Officers'
Certificate establishing that series.

      The term "Bankruptcy Law" means Title 11, U.S. Code or any similar Federal
or state law for the relief of debtors. The term "Custodian" means any receiver,
trustee, assignee, liquidator or similar official under any Bankruptcy Law.

      In the case of any Event of Default, pursuant to the provisions of this
Section 6.01, occurring by reason of any willful action (or inaction) taken (or
not taken) by or on behalf of the Company with the intention of avoiding payment
of any premium which the Company would have had to pay if the Company then had
elected to redeem the Securities of any series, an equivalent premium shall also
become and be immediately due and payable to the extent permitted by law, upon
the acceleration of the Securities of that series notwithstanding anything
contained in this Indenture or in the Securities of that series to the contrary.

      If an Event of Default occurs prior to any date on which the Company is
prohibited from redeeming the Securities of any series, by reason of any willful
action (or inaction) taken (or not taken) by or on behalf of the Company with
the intention of avoiding the prohibition on redemption of the Securities prior
to such date, then the premium specified in this Indenture shall also become
immediately due and payable to the extent permitted by law upon the acceleration
of the Securities of that series.

      SECTION 6.02. Acceleration. Unless the Board Resolution, supplemental
indenture or Officers' Certificate establishing such series provides otherwise,
if an Event of Default (other than an Event of Default with respect to the
Company specified in clauses (e) and (f) of Section 6.01) with respect to any
series of Securities at the time outstanding occurs and is continuing, then and
in every such case the Trustee, by written notice to the Company, or the holders
of at least 25% in aggregate principal amount of the then outstanding Securities
of that series (or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be
specified by the terms thereof), by written notice to the Company and the
Trustee, may declare the unpaid principal of, premium, if any, and accrued and
unpaid interest, if any, on all the Securities of that series to be due and
payable. Upon such declaration such principal amount, premium, if any, and
accrued and unpaid interest shall become immediately due and payable,
notwithstanding anything contained in this Indenture or the Securities of that
series to the contrary, but subject to the provisions of Article XI hereof. If
any Event of Default with respect to the Company specified in clauses (e) or (f)
of Section 6.01 occurs, all unpaid principal of and premium, if any, and accrued
and unpaid interest on Securities of any series then outstanding (or, if any
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount of such securities as may be specified by the terms
thereof) shall become automatically due and payable subject to the provisions of
Article XI hereof, without any declaration or other act on the part of the
Trustee or any holder of Securities of that series.

                                      -29-


      The holders of a majority in aggregate principal amount of the then
outstanding Securities of any series by notice to the Trustee may rescind an
acceleration of the Securities of that series and its consequences if all
existing Events of Default (other than nonpayment of principal of or premium, if
any, and interest on the Securities of that series which has become due solely
by virtue of such acceleration) have been cured or waived and if the rescission
would not conflict with any judgment or decree of any court of competent
jurisdiction. No such rescission shall affect any subsequent Default or Event of
Default or impair any right consequent thereto.

      SECTION 6.03. Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy by proceeding at law or
in equity to collect the payment of principal of or interest on Securities or to
enforce the performance of any provision of Securities or this Indenture. The
Trustee may maintain a proceeding even if it does not possess any of the
Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any holder of a Security in exercising any right or
remedy occurring upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default. All remedies
are cumulative to the extent permitted by law.

      SECTION 6.04. Waiver of Past Defaults. The holders of a majority in
aggregate principal amount of the Securities of any series then outstanding may,
on behalf of the holders of all the Securities of that series, waive an existing
Default or Event of Default and its consequences, except a Default or Event of
Default in the payment of the principal of, premium, if any, or interest on the
Securities of that series (other than the non-payment of principal of and
premium, if any, and interest on the Securities of that series which has become
due solely by virtue of an acceleration which has been duly rescinded as
provided above), or in respect of a covenant or provision of this Indenture
which cannot be modified or amended without the consent of all holders of
Securities of that series. When a Default or Event of Default is waived, it is
cured and stops continuing. No waiver shall extend to any subsequent or other
Default or Event of Default or impair any right consequent thereon.

      SECTION 6.05. Control by Majority. The holders of a majority in aggregate
principal amount of the then outstanding Securities of any series may direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee or exercising any trust or power conferred on it relating to the
Securities of that series. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture that the Trustee determines
may be unduly prejudicial to the rights of other holders of Securities or that
may involve the Trustee in personal liability; provided that the Trustee shall
have no duty or obligation (subject to Section 7.01) to ascertain whether or not
such actions of forebearances are unduly prejudicial to such holders; provided,
further, that the Trustee may take any other action the Trustee deems proper
that is not inconsistent with such directions.

      SECTION 6.06. Limitation on Suits. No holder of any Security of any series
may pursue any remedy with respect to this Indenture or the Securities of that
series unless:

                  (1) the holder gives to the Trustee notice of a continuing
Event of Default with respect to the Securities of that series;

                                      -30-


                  (2) the holders of at least 25% in principal amount of the
then outstanding Securities of that series make a request to the Trustee to
pursue the remedy;

                  (3) such holder or holders offer and, if requested, provide to
the Trustee indemnity satisfactory to the Trustee against any loss, liability or
expense;

                  (4) the Trustee does not comply with the request within 60
days after receipt of the request and the offer and, if requested, the provision
of indemnity; and

                  (5) during such 60-day period the holders of a majority in
principal amount of the then outstanding Securities of that series do not give
the Trustee a direction inconsistent with the request.

      A holder of a Security of any series may not use this Indenture to
prejudice the rights of another holder or to obtain a preference or priority
over another holder.

      SECTION 6.07. Rights of Holders To Receive Payment. Subject to the
provisions of Article XI hereof, notwithstanding any other provision of this
Indenture, the right of any holder of a Security to receive payment of
principal, premium, if any, and interest on the Security, on or after the
respective due dates expressed in the Security, or to bring suit for the
enforcement of any such payment on or after such respective dates, or to bring
suit for the enforcement of the right to convert the Security shall not be
impaired or affected without the consent of the holder of a Security.

      SECTION 6.08. Collection Suit by Trustee. If an Event of Default specified
in Section 6.01(a) or (b) occurs and is continuing with respect to a series of
Securities, the Trustee may recover judgment in its own name and as trustee of
an express trust against the Company for the whole amount of principal and
interest remaining unpaid on the Securities of that series and interest on
overdue principal and interest and such further amount as shall be sufficient to
cover the costs and, to the extent lawful, expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

      SECTION 6.09. Trustee May File Proofs of Claim. The Trustee may file such
proofs of claim and other papers or documents as may be necessary or advisable
in order to have the claims of the Trustee and the holders of Securities allowed
in any judicial proceedings relative to the Company, its creditors or its
property. Nothing contained herein shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any holder of a Security
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities of that series or the rights of any holder thereof, or to authorize
the Trustee to vote in respect of the claim of any holder in any such
proceeding.

      SECTION 6.10. Priorities. If the Trustee collects any money pursuant to
this Article VI, it shall pay out the money in the following order:

                                      -31-


            First: to the Trustee for amounts due under Section 7.07, including
      payment of all compensation, expenses and liabilities incurred, and all
      advances made, by the Trustee, and the costs and expenses of collection;

            Second: to holders of Senior Debt to the extent required by Article
      XI;

            Third: to the payment of the amounts then due and unpaid for
      principal of and any premium, if any, and interest on the Securities in
      respect of which or for the benefit of which such money has been
      collected, ratably, without preference or priority of any kind, according
      to the amounts due and payable on such Securities for principal and any
      premium, if any, and interest, respectively; and

            Fourth: to the Company.

      The Trustee may fix a special record date and payment date for any payment
to holders of Securities of any series made pursuant to this section. At least
15 days before any such special record date, the Trustee shall mail to holders
of the Securities of that series a notice that states the special record date,
payment date and amount of such interest to be paid.

      SECTION 6.11. Undertaking for Costs. In any suit for the enforcement of
any right or remedy under this Indenture or in any suit against the Trustee for
any action taken or omitted by it as a Trustee, a court in its discretion may
require the filing by any party litigant in the suit, other than the Trustee, of
an undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys fees, against any party
litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section does not apply to a
suit by the Trustee, a suit by a holder pursuant to Section 6.07 or a suit by
holders of more than 10% in principal amount of the then outstanding Securities.

                                  ARTICLE VII

                                  THE TRUSTEE

      The Trustee hereby accepts the trust imposed upon it by this Indenture and
covenants and agrees to perform the same, as herein expressed. Whether or not
herein expressly so provided, every provision of this Indenture relating to the
conduct or affecting the liability of or affording protection to the Trustee
shall be subject to the provisions of this Article VII.

      SECTION 7.01. Duties of the Trustee.

            (a) If an Event of Default known to the Trustee has occurred and is
continuing with respect to Securities of any series, the Trustee shall exercise
such of the rights and powers vested in it by this Indenture and use the same
degree of care and skill in their exercise as a prudent Person would exercise or
use under the circumstances in the conduct of his or her own affairs.

            (b) Except during the continuance of an Event of Default known to
the Trustee:

                                      -32-


                        (1) The duties of the Trustee shall be determined solely
by the express provisions of this Indenture and the Trustee need perform only
those duties that are specifically set forth in this Indenture and no others and
no implied covenants or obligations shall be read into this Indenture against
the Trustee; and

                        (2) In the absence of bad faith on its part, the Trustee
may conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon any statements, certificates or opinions
furnished to the Trustee and conforming to the requirements of this Indenture.
However, the Trustee shall examine the certificates and opinions to determine
whether or not they conform to the form required by this Indenture.

            (c) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own willful
misconduct, except that:

                        (1) This paragraph does not limit the effect of
paragraph (b) of this Section;

                        (2) The Trustee shall not be liable for any error of
judgment made in good faith by a Trust Officer, unless it is proved that the
Trustee was negligent in ascertaining the pertinent facts; and

                        (3) The Trustee shall not be liable with respect to any
action it takes or omits to take in good faith in accordance with a direction
received by it pursuant to Section 6.05.

            (d) Whether or not therein expressly so provided, every provision of
this Indenture that is in any way related to the Trustee is subject to
paragraphs (a), (b) and (c) of this Section 7.01.

            (e) No provision of this Indenture shall require the Trustee to
expend or risk its own funds or incur any financial liability in the performance
of any of its duties or the exercise of any of its rights and powers hereunder,
if it shall have reasonable grounds for believing that repayment of such funds
or adequate indemnity against such risk of liability is not reasonably assured
to it.

            (f) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.

      SECTION 7.02. Rights of the Trustee.

            (a) The Trustee may rely on and shall be protected in acting or
refraining from acting upon any resolution, Officers' Certificate, or any other
certificate, statement, instrument, opinion, report, notice, request, consent,
order, security or other document believed by it to be

                                      -33-


genuine and to have been signed or presented by the proper Person. The Trustee
need not investigate any fact or matter contained therein.

            (b) Any request, direction, order or demand of the Company mentioned
herein shall be sufficiently evidenced by an Officers' Certificate (unless other
evidence in respect thereof is herein specifically prescribed). In addition,
before the Trustee acts or refrains from acting, it may require an Officers'
Certificate, an Opinion of Counsel or both. The Trustee shall not be liable for
any action it takes or omits to take in good faith in reliance on such Officers'
Certificate or Opinion of Counsel. The Trustee may consult with counsel and the
written advice of such counsel or any Opinion of Counsel shall be full and
complete authorization and protection from liability in respect of any action
taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.

            (c) The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through its attorneys and
agents and other Persons not regularly in its employ and shall not be
responsible for the misconduct or negligence of any attorney or agent appointed
with due care.

            (d) The Trustee shall not be liable for any action it takes or omits
to take in good faith without negligence or willful misconduct which it believes
to be authorized or within its discretion, rights or powers.

            (e) Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Company shall be sufficient if
signed by Officers of the Company.

            (f) The Trustee shall not be required to give any bond or surety in
respect of the performance of its powers and duties hereunder.

            (g) The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request, order or
discretion of any of the holders of Securities of any series pursuant to the
provisions of this Indenture, unless such holders have offered to the Trustee
security or indemnity satisfactory to it against the costs, expenses and
liabilities which might be incurred therein or thereby.

            (h) The Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, security or other
document unless requested in writing to do so by the holders of not less than a
majority in aggregate principal amount of the Securities of that series then
outstanding, provided that if the Trustee determines in its discretion to make
any such investigation, then it shall be entitled, upon reasonable prior notice
and during normal business hours, to examine the books and records and the
premises of the Company, personally or by agent or attorney, and the reasonable
expenses of every such examination shall be paid by the Company or, if paid by
the Trustee or any predecessor Trustee, shall be reimbursed by the Company upon
demand.

                                      -34-


            (i) The permissive rights of the Trustee to do things enumerated in
this Indenture shall not be construed as a duty and the Trustee shall not be
answerable for other than its negligence or willful misconduct.

      SECTION 7.03. Individual Rights of the Trustee. Subject to Sections 7.10
and 7.11, the Trustee in its individual or any other capacity may become the
owner or pledgee of Securities of any series with the same rights it would have
if it were not the Trustee and may otherwise deal with the Company or an
Affiliate of the Company and receive, collect, hold and retain collections from
the Company with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights.

      SECTION 7.04. Trustee's Disclaimer. The Trustee shall not be responsible
for and makes no representation as to the validity or adequacy of this Indenture
or the Securities of any series. It shall not be accountable for the Company's
use of the proceeds from the Securities of any series or any money paid to the
Company or upon the Company's direction under any provision of this Indenture.
It shall not be responsible for the use or application of any money received by
any Paying Agent other than the Trustee, and it shall not be responsible for any
statement or recital herein or any statement in the Securities of any series or
any other document in connection with the sale of such Securities or pursuant to
this Indenture other than its certificate of authentication.

      SECTION 7.05. Notice of Defaults. If a Default or Event of Default occurs
and is continuing with respect to Securities of any series and if it is known to
the Trustee, the Trustee shall mail to each holder of a Security of that series
a notice of the Default or Event of Default within 60 days after it occurs. A
Default or an Event of Default shall not be considered known to the Trustee
unless it is a Default or Event of Default in the payment of principal or
interest when due under Section 6.01(a) or (b) or the Trustee shall have
received notice thereof, in accordance with this Indenture, from the Company or
from the holders of a majority in principal amount of the outstanding Securities
of that series. Except in the case of a Default or Event of Default in payment
of principal of, premium, if any, or interest on any Security of any series, the
Trustee may withhold the notice if and so long as a committee of its Trust
Officers in good faith determines that withholding the notice is in the interest
of the holders of the Securities.

      SECTION 7.06. Reports by the Trustee to Holders. Within 60 days after the
reporting date stated in Section 10.10, the Trustee shall mail to holders of
Securities of any series a brief report dated as of such reporting date that
complies with TIA Section 313(a) (but if no event described in TIA Section
313(a) has occurred within twelve months preceding the reporting date, no report
need be transmitted). The Trustee also shall comply with TIA Section 313(b)(2).
The Trustee shall also transmit by mail all reports as required by TIA Section
313(c).

      A copy of each report at the time of its mailing to holders of Securities
of any series shall be filed, at the expense of the Company, by the Trustee with
the Commission and each stock exchange or securities market, if any, on which
the Securities of such series are listed. The Company shall timely notify the
Trustee when the Securities of that series are listed or quoted on any stock
exchange or securities market.

                                      -35-


      SECTION 7.07. Compensation and Indemnity. The Company shall pay to the
Trustee from time to time and the Trustee shall be entitled to reasonable
compensation for its acceptance of this Indenture and its services hereunder.
The Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee promptly
upon request for all reasonable disbursements, advances and expenses incurred or
made by or on behalf of it in addition to the compensation for its services.
Such expenses may include the reasonable compensation, disbursements and
expenses of the Trustee's agents, counsel and other persons not regularly in its
employ.

      The Company shall indemnify the Trustee against any loss, liability or
expense incurred by it arising out of or in connection with the acceptance or
administration of its duties under this Indenture and the trusts hereunder,
including the costs and expenses of defending itself against or investigating
any claim of liability in the premises, except as set forth in the next
paragraph. The Trustee shall notify the Company promptly of any claim for which
it may seek indemnity. Failure by the Trustee to so notify the Company shall not
relieve the Company of its obligations hereunder. The Company shall defend the
claim with counsel designated by the Company, who may be outside counsel to the
Company but shall in all events be reasonably satisfactory to the Trustee, and
the Trustee shall cooperate in the defense. In addition, the Trustee may retain
one separate counsel and, if deemed advisable by such counsel, local counsel,
and the Company shall pay the reasonable fees and expenses of such separate
counsel and local counsel. The indemnification herein extends to any settlement,
provided that the Company will not be liable for any settlement made without its
consent, provided, further, that such consent will not be unreasonably withheld.

      The Company need not reimburse any expense or indemnify against any loss
or liability incurred by the Trustee through its own negligence or willful
misconduct.

      The Trustee shall have a lien prior to Securities on any series on all
money or property held or collected by the Trustee to secure the Company's
payment obligations in this Section 7.07, except that held in trust to pay
principal and interest on Securities of that series. Such liens and the
Company's obligations under this Section 7.07 shall survive the satisfaction and
discharge of this Indenture.

      When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(e) or (f) occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

      SECTION 7.08. Replacement of the Trustee. A resignation or removal of the
Trustee and appointment of a successor Trustee shall become effective only upon
the successor Trustee's acceptance of appointment as provided in this Section
7.08.

      The Trustee may resign at any time and be discharged from the trust hereby
created by so notifying the Company. The holders of a majority in principal
amount of the then outstanding Securities of any series may remove the Trustee
by so notifying the Trustee and the Company in writing and may appoint a
successor Trustee. The Company may remove the Trustee if:

                                      -36-


                  (1) the Trustee fails to comply with Section 7.10;

                  (2) the Trustee is adjudged a bankrupt or an insolvent or an
order for relief is entered with respect to the Trustee under any Bankruptcy
Law;

                  (3) a Custodian or public officer takes charge of the Trustee
or its property; or

                  (4) the Trustee becomes incapable of acting.

      If the Trustee resigns or is removed or if a vacancy exists in the office
of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the holders
of a majority in principal amount of the then outstanding Securities of any
series may appoint a successor Trustee to replace the successor Trustee
appointed by the Company.

      If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
holders of at least 10% in principal amount of the then outstanding Securities
of that series may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

      If the Trustee after written request by any holder of a Security who has
been a holder for at least six months fails to comply with Section 7.10, such
holder may petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee.

      A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Thereupon the resignation or removal
of the retiring Trustee shall become effective, and the successor Trustee shall
have all the rights, powers and duties of the Trustee under this Indenture. The
successor Trustee shall mail a notice of its succession to holders of Securities
of that series. The retiring Trustee shall promptly transfer all property held
by it as Trustee to the successor Trustee, provided that all sums owing to the
retiring Trustee hereunder have been paid and subject to the lien provided for
in Section 7.07. Notwithstanding the replacement of the Trustee pursuant to this
Section 7.08, the Company's obligations under Section 7.07 shall continue for
the benefit of the retiring Trustee with respect to expenses and liabilities
incurred by it prior to such replacement.

      Upon request of any such successor Trustee, the Company shall execute any
and all instruments for more fully and certainly vesting in and confirming to
such successor Trustee all such rights, powers and trusts referred to in the
preceding paragraph.

      SECTION 7.09. Successor Trustee by Merger, etc. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all of its corporate trust business (including the trust created by this
Indenture) to, another corporation or national banking association, the
resulting, surviving or transferee corporation or national banking association
without any further act

                                      -37-


shall be the successor Trustee with the same effect as if the successor Trustee
had been named as the Trustee herein.

      SECTION 7.10. Eligibility, Disqualification. This Indenture shall always
have a Trustee who satisfies the requirements of TIA Section 310(a)(1). The
Trustee shall always have a combined capital and surplus as stated in Section
10.10. The Trustee is subject to TIA Section 310(b) regarding the
disqualification of a trustee upon acquiring a conflicting interest.


      SECTION 7.11. Preferential Collection of Claims Against Company. The
Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship set forth in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

                                  ARTICLE VIII

                     SATISFACTION AND DISCHARGE OF INDENTURE

      SECTION 8.01. Discharge of Indenture. When (a) the Company delivers to the
Trustee for cancellation all Securities theretofore authenticated (other than
any other Securities which have been destroyed, lost or stolen and in lieu of or
in substitution for which other Securities have been authenticated and
delivered) and not theretofore canceled, or (b) all the Securities not
theretofore canceled or delivered to the Trustee for cancellation have become
due and payable, or are by their terms will become due and payable at their
Stated Maturity within one year or are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the giving of notice of
redemption, and the Company deposits with the Trustee, in trust, amounts
sufficient to pay at Stated Maturity or upon the Redemption Date of all of the
Securities (other than any Securities which have been mutilated, destroyed, lost
or stolen and in lieu of or in substitution for which other Securities have been
authenticated and delivered) not theretofore canceled or delivered to the
Trustee for cancellation, including principal and premium, if any, and interest
due or to become due to such date of Stated Maturity or Redemption Date, as the
case may be, and if in either case the Company also pays, or causes to be paid,
all other sums payable hereunder by the Company, then this Indenture shall cease
to be of further effect (except as to (i) rights of registration of transfer,
substitution, replacement and exchange and conversion of Securities, (ii) rights
hereunder of holders of Securities to receive payments of principal of and
premium, if any, and interest on, the Securities, (iii) the obligations under
Sections 2.04 and 8.05 hereof and (iv) the rights, obligations and immunities of
the Trustee hereunder), and the Trustee, on demand of the Company accompanied by
an Officers' Certificate and an Opinion of Counsel as required by Section 10.04
and at the Company's cost and expense, shall execute proper instruments
acknowledging satisfaction of and discharging this Indenture; the Company,
however, hereby agrees to reimburse the Trustee for any costs or expenses
thereafter reasonably and properly incurred by the Trustee and to compensate the
Trustee for any services thereafter reasonably and properly rendered by the
Trustee in connection with this Indenture or the Securities.

      SECTION 8.02. Deposited Monies to be Held in Trust by Trustee. Subject to
Section 8.04, all monies deposited with the Trustee pursuant to Section 8.01
shall be held in trust and

                                      -38-


applied by it to the payment, notwithstanding the provisions of Article XI,
either directly or through the Paying Agent, to the holders of the particular
Securities for the payment or redemption of which such monies have been
deposited with the Trustee, of all sums due and to become due thereon for
principal and interest, and premium, if any.

      SECTION 8.03. Paying Agent to Repay Monies Held. Upon the satisfaction and
discharge of this Indenture, all monies then held by any Paying Agent (other
than the Trustee) shall, upon the Company's demand, be repaid to it or paid to
the Trustee, and thereupon such Paying Agent shall be released from all further
liability with respect to such monies.

      SECTION 8.04. Return of Unclaimed Monies. Subject to the requirements of
applicable law, any monies deposited with or paid to the Trustee for payment of
the principal of, premium, if any, or interest on Securities and not applied but
remaining unclaimed by the holders thereof for two years after the date upon
which the principal of, premium, if any, or interest on such Securities, as the
case may be, have become due and payable, shall be repaid to the Company by the
Trustee on demand; provided, however, that the Company, or the Trustee at the
request of the Company, shall have first caused notice of such payment to the
Company to be mailed to each holder of a Security entitled thereto no less than
30 days prior to such payment and all liability of the Trustee shall thereupon
cease with respect to such monies; and the holder of any of the Securities shall
thereafter look only to the Company for any payment which such holder may be
entitled to collect unless an applicable abandoned property law designates
another Person.

      SECTION 8.05. Reinstatement. If the Trustee or the Paying Agent is unable
to apply any money in accordance with Section 8.02 by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company's obligations under this
Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to Section 8.01 until such time as the Trustee or
the Paying Agent is permitted to apply all such money in accordance with Section
8.02; provided, however, that if the Company makes any payment of interest on or
principal of any Security following the reinstatement of its obligations, the
Company shall be subrogated to the rights of the holders thereof to receive such
payment from the money held by the Trustee or Paying Agent.

                                   ARTICLE IX

                     AMENDMENTS AND SUPPLEMENTAL INDENTURES

      SECTION 9.01. Without the Consent of Holders. The Company and the Trustee
may amend this Indenture or the Securities or enter into one or more indentures
supplement hereto without notice to or the consent of any holder of a Security
for any series for the purposes of:

            (a) curing any ambiguity or correcting or supplementing any
defective or inconsistent provision contained in this Indenture or making any
other changes in the provisions of this Indenture which the Company and the
Trustee may deem necessary or desirable provided such amendment does not
materially and adversely affect the legal rights under the Indenture of the
holders of Securities;

                                      -39-


            (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.

      SECTION 9.02. With the Consent of Holders. Subject to Section 6.07, the
Company and the Trustee may amend this Indenture or the Securities or enter into
one or more indentures supplement hereto with the written consent of the holders
of at least a majority in principal amount of the then outstanding Securities of
such series (including consents obtained in connection with a tender offer or
exchange offer for Securities of that series).

                                      -40-


      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.

      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.

                                      -41-


      To secure a consent of the holders of Securities under this Section, it
shall not be necessary for such holders to approve the particular form of any
proposed amendment or waiver, but it shall be sufficient if such consent
approves the substance thereof.

      After an amendment or waiver under this Section becomes effective, the
Company shall mail to holders of Securities of such series affected by the
amendment or waiver a notice briefly describing the amendment or waiver.

      In order to amend any provisions of Article XI, holders of at least 75% in
aggregate principal amount of Securities of any series then outstanding must
consent to such amendment if such amendment would adversely affect the rights of
holders of Securities of such series.

      SECTION 9.03. Compliance with the Trust Indenture Act. Every amendment to
this Indenture or the Securities shall be set forth in a supplemental indenture
that complies with the TIA as then in effect.

      SECTION 9.04. Revocation and Effect of Consents. Until an amendment,
supplement or waiver becomes effective, a consent to it by a Holder of a
Security of any series is a continuing consent by the Holder and every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder's Security, even if notation of the consent is not
made on any Security. However, any such Holder or subsequent Holder may revoke
the consent as to his or her Security or portion of a Security if the Trustee
receives the notice of revocation before the date on which the Trustee receives
an Officers' Certificate certifying that the Holders of the requisite principal
amount of Securities have consented to the amendment or waiver.

      The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Holders of Securities of any series entitled to
consent to any amendment or waiver. If a record date is fixed, then
notwithstanding the provisions of the immediately preceding paragraph, those
Persons who were holders of Securities of such series at such record date (or
their duly designated proxies), and only those Persons, shall be entitled to
consent to such amendment or waiver or to revoke any consent previously given,
whether or not such Persons continue to be holders after such record date. No
consent shall be valid or effective for more than 90 days after such record date
unless consents from Holders of the principal amount of Securities of such
series required hereunder for such amendment or waiver to be effective shall
have also been given and not revoked within such 90-day period.

      After an amendment, supplement or waiver becomes effective it shall bind
every Holder of a Security of that series, unless it is of the type described in
clauses (a) through (d) of Section 9.02. In such case, the amendment or waiver
shall bind each Holder of a Security who has consented to it and every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder's Security.

      SECTION 9.05. Notation on or Exchange of Securities. Securities of any
series authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article IX may, and shall if required by the Trustee,
bear a notation in the form approved by the

                                      -42-


Trustee as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Securities of any series so modified as to
conform, in the opinion of the Company and the Trustee, to any such supplemental
indenture may be prepared and executed by the Company and authenticated and
delivered by the Trustee in exchange for outstanding Securities of such series
without charge to the Holders of the Securities of such series, except as
specified in Section 2.07.

      SECTION 9.06. Effect of Supplemental Indentures. Upon the execution of any
supplemental indenture under this Article, this Indenture shall be modified in
accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.

      SECTION 9.07. Trustee Protected. The Trustee shall sign any amendment or
supplemental indenture authorized pursuant to this Article IX if such amendment
or supplemental indenture does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. If it does, the Trustee may, but need
not, sign it. In signing such amendment or supplemental indenture, the Trustee
shall be entitled to receive, and shall be fully protected in relying upon, an
Officers' Certificate and an Opinion of Counsel as conclusive evidence that such
amendment or supplemental indenture is authorized or permitted by this
Indenture, that it is not inconsistent herewith, and that it will be valid and
binding upon the Company in accordance with its terms.

      SECTION 9.08. Subordination Unimpaired. No provision in any supplemental
indenture that affects the superior position of the holders of Senior Debt shall
be effective against holders of Senior Debt.

                                    ARTICLE X

                               GENERAL PROVISIONS

      SECTION 10.01. Trust Indenture Act Controls. If any provision of this
Indenture limits, qualifies or conflicts with the duties imposed by TIA Section
318(c), such duties imposed by such Section of the TIA shall control. If any
provision of this Indenture expressly modifies or excludes any provision of the
TIA that may be so modified or excluded, the Indenture provision so modifying or
excluding such provision of the TIA shall be deemed to apply.

      SECTION 10.02. Notices. Any notice or communication by the Company or the
Trustee to the other is duly given if in writing and delivered in person or
mailed by first-class mail, with postage prepaid (registered or certified,
return receipt requested), or sent by facsimile or overnight air couriers
guaranteeing next day delivery, to the other's address as stated in Section
10.10. The Company or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.

      All notices and communications (other than those sent to holders of
Securities) shall be deemed to have been duly given at the time delivered by
hand, if Personally delivered; five Business Days after being deposited in the
mail, postage prepaid, if mailed; when transmission is confirmed, if

                                      -43-


transmitted by facsimile; and the next Business Day after timely delivery to the
courier, if sent by overnight air courier guaranteeing next day delivery.
Notwithstanding the foregoing, all notices to the Trustee shall be effective
only upon receipt by a Trust Officer.

      Any notice or communication to a holder of a Security of any series shall
be mailed by first-class mail, with postage prepaid, to his or her address shown
on the Register kept by the Registrar. Failure to mail a notice or communication
to a holder or any defect in it shall not affect its sufficiency with respect to
other holders.

      If a notice or communication is sent in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives it.

      If the Company sends a notice or communication to holders of Securities of
any series, it shall send a copy to the Trustee and each Agent at the same time.

      All notices or communications shall be in writing.

      SECTION 10.03. Communication by Holders With Other Holders. Holders may
communicate pursuant to TIA Section 312(b) with other holders with respect to
their rights under this Indenture or the Securities. The Company, the Trustee,
the Registrar and anyone else shall have the protection of TIA Section 312(c).

      SECTION 10.04. Certificate and Opinion as to Conditions Precedent. Upon
any request or application by the Company to the Trustee to take any action
under this Indenture, the Company shall furnish to the Trustee:

                  (1) an Officers' Certificate in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 10.05) stating that, in the opinion of such person, all conditions
precedent and covenants, if any, provided for in this Indenture relating to the
proposed action have been complied with; and

                  (2) an Opinion of Counsel in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 10.05) stating that, in the opinion of such counsel, all such conditions
precedent and covenants have been complied with.

      SECTION 10.05. Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than a certificate provided pursuant to
TIA Section 314(a)(4)) shall include:

                  (1) a statement that the person making such certificate or
opinion has read such covenant or condition;

                                      -44-


                  (2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based;

                  (3) a statement that, in the opinion of such person, he or she
has made such examination or investigation as is necessary to enable him or her
to express an informed opinion as to whether or not such covenant or condition
has been complied with; and

                  (4) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

      Any Officers' Certificate may be based, insofar as it relates to legal
matters, upon an Opinion of Counsel, unless such Officer knows that the opinion
with respect to the matters upon which his or her certificate may be based as
aforesaid is erroneous. Any Opinion of Counsel may be based, insofar as it
relates to factual matters, upon certificates, statements or opinions of, or
representations by an officer or officers of the Company, or other Persons or
firms deemed appropriate by such counsel, unless such counsel knows that the
certificates, statements or opinions or representations with respect to the
matters upon which his or her opinion may be based as aforesaid are erroneous.

      Any Officers' Certificate, statement or Opinion of Counsel may be based,
insofar as it relates to accounting matters, upon a certificate or opinion of or
representation by an accountant (who may be an employee of the Company), or firm
of accountants, unless such Officer or counsel, as the case may be, knows that
the certificate or opinion or representation with respect to the accounting
matters upon which his or her certificate, statement or opinion may be based as
aforesaid is erroneous.

      SECTION 10.06. Rules by Trustee and Agents. The Trustee may make
reasonable rules for action by, or a meeting of, holders of Securities. The
Registrar or Paying Agent may make reasonable rules and set reasonable
requirements for its functions.

      SECTION 10.07. Legal Holidays. A "Legal Holiday" is a Saturday, a Sunday
or a day on which banking institutions in the City of New York, the city in
which the Corporate Trust Office of the Trustee is located or the City of
Chandler, Arizona are not required to be open, and a "Business Day" is any day
that is not a Legal Holiday. If a payment date is a Legal Holiday at a place of
payment, payment may be made at that place on the next succeeding day that is
not a Legal Holiday, and no interest shall accrue for the intervening period. If
any date specified in this Indenture (notwithstanding any other provision of
this Indenture or the Securities (other than a provision of any Security which
specifically states that such provision shall apply in lieu of this Section)) is
a Legal Holiday, then such date shall be the next succeeding Business Day.

      SECTION 10.08. No Recourse Against Others. No director, officer, employee
or stockholder, as such, of the Company from time to time shall have any
liability for any obligations of the Company under Securities of any series or
this Indenture or for any claim based on, in respect of, or by reason of such
obligations or their creation. Each holder by accepting a Security waives and
releases all such liability. This waiver and release are part of the
consideration for the

                                      -45-


Securities. Each of such directors, officers, employees and stockholders is a
third party beneficiary of this Section 10.08.

      SECTION 10.09. Counterparts. This Indenture may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

      SECTION 10.10. Other Provisions. The Company initially appoints the
Trustee as Paying Agent, Registrar and authenticating agent.

      The reporting date for Section 7.06 is May 15 of each year. The first
reporting date is the May 15 following the issuance of Securities of any series
hereunder.

      The Trustee shall always have, or shall be a Subsidiary of a bank or bank
holding company which has, a combined capital and surplus of at least
$50,000,000 as set forth in its most recent published annual report of
condition.

      The Company's address is:

                  Amkor Technology, Inc.
                  1900 South Price Road
                  Chandler, AZ  85248
                  Attention: Chief Financial Officer
                  Facsimile: (480) 821-2616
                  Telephone: (480) 821-5000

      The Trustee's address is:

                  U.S. Bank National Association
                  One Federal Street, 3rd Floor
                  Boston, MA 02110
                  Facsimile: (617) 603-6665
                  Telephone: (617) 603-6562
                  Attention: Corporate Trust Services (Amkor Technology, Inc. -
                             Subordinated Debt Securities)

      SECTION 10.11. Governing Law. The internal laws of the State of New York
shall govern this Indenture and the Securities, without regard to the conflict
of laws provisions thereof.

      SECTION 10.12. No Adverse Interpretation of Other Agreements. This
Indenture may not be used to interpret another indenture, loan or debt agreement
of the Company or a Subsidiary of the Company. Any such other indenture, loan or
debt agreement may not be used to interpret this Indenture.

                                      -46-


      SECTION 10.13. Successors. All agreements of the Company in this Indenture
and the Securities shall bind its successor. All agreements of the Trustee in
this Indenture shall bind its successor.

      SECTION 10.14. Severability. In case any provision in this Indenture or in
the Securities of any series shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

      SECTION 10.15. Table of Contents, Headings, Etc. The Table of Contents,
Cross-Reference Table and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be
considered a part hereof and shall in no way modify or restrict any of the terms
or provisions hereof.

                                   ARTICLE XI

                                  SUBORDINATION

      SECTION 11.01. Agreement to Subordinate. Except as otherwise provided in a
supplemental indenture or pursuant to Section 2.02, the Company agrees, and each
holder of Securities issued hereunder by accepting a Security agrees, that the
indebtedness evidenced by the Security will be subordinated in right of payment,
to the extent and in the manner provided in this Article XI, to the prior
payment in full in cash or payment satisfactory to holders of Senior Debt of all
Senior Debt (whether outstanding on the Issue Date or thereafter created,
incurred, assumed or guaranteed), and that the subordination is for the benefit
of the holders of Senior Debt. The Company agrees, and each holder of Securities
by accepting a Security agrees, that any indebtedness evidenced by the Security
will be pari passu in right of payment to the Existing Convertible Notes.

      SECTION 11.02. Liquidation; Dissolution; Bankruptcy. Upon any distribution
to creditors of the Company in a liquidation or dissolution of the Company or in
a bankruptcy, reorganization, insolvency, receivership or similar proceeding
relating to the Company or its property, in an assignment for the benefit of
creditors or any marshaling of the Company's assets and liabilities:

                  (1) holders of Senior Debt shall be entitled to receive
payment in full of all Obligations due in respect of such Senior Debt (including
interest, after the commencement of any such proceeding at the rate specified in
the applicable Senior Debt) in cash or other payment satisfactory to the holders
of the Senior Debt before holders of any Securities would be entitled to receive
any payment with respect to the Securities of any series; and

                  (2) until all Senior Debt is paid in full in cash or other
payment satisfactory to the holders of the Senior Debt, any distribution to
which holders of Securities of any series would be entitled but for this Article
XI shall be made to holders of Senior Debt, as their interests may appear.

                                      -47-


      SECTION 11.03. Default on Senior Debt and/or Designated Senior Debt. No
payment or distribution may be made by the Company to the Trustee or any holder
of Securities of any series in respect of Obligations with respect to Securities
of any series and the Company may not acquire from the Trustee or any holder of
Securities any Securities until all Senior Debt has been paid in full in cash or
other payment satisfactory to the holders of the Senior Debt if:

                  (i) a default in the payment of any principal of, premium, if
any, interest, rent or other Obligations in respect of Senior Debt occurs and is
continuing beyond any applicable grace period in the agreement, indenture or
other document governing such Senior Debt; or

                  (ii) a default, other than a payment default, on Designated
Senior Debt occurs and is continuing that then permits holders of such
Designated Senior Debt to accelerate its maturity and the Trustee receives a
notice of the default (a "Payment Blockage Notice") from a Person who may give
it pursuant to Section 11.11 hereof.

      If the Trustee receives any Payment Blockage Notice pursuant to Section
11.03 (ii) hereof, no subsequent Payment Blockage Notice shall be effective for
purposes of such Section unless and until at least 365 days shall have elapsed
since the effectiveness of the immediately prior Payment Blockage Notice. No
nonpayment default that existed or was continuing on the date of delivery of any
Payment Blockage Notice to the Trustee shall be, or be made, the basis for a
subsequent Payment Blockage Notice.

      The Company may and shall resume payments on and distributions in respect
of the Securities and may acquire them upon the earlier of:

                        (1) in the case of a payment default, upon the date upon
which the default is cured or waived or ceases to exist, or

                        (2) in the case of a nonpayment default referred to in
Section 11.03(ii) hereof, the earlier of the date upon which the default is
cured or waived ceases to exist or 179 days after notice is received if the
maturity of such Designated Senior Debt has not been accelerated,

if this Article XI otherwise permits the payment, distribution or acquisition at
the time of such payment or acquisition.

      SECTION 11.04. Acceleration of Securities. In the event of the
acceleration of the Securities because of an Event of Default, the Company may
not make any payment or distribution to the Trustee or any holder of Securities
in respect of Obligations with respect to Securities and may not acquire or
purchase from the Trustee or any holder of Securities any Securities until all
Senior Debt has been paid in full in cash or other payment satisfactory to the
holders of Senior Debt or such acceleration is rescinded in accordance with the
terms of this Indenture.

                                      -48-


      If payment of the Securities is accelerated because of an Event of
Default, the Company or the Trustee shall promptly notify holders of Senior Debt
or trustee(s) of such Senior Debt of the acceleration.

      SECTION 11.05. When Distribution Must Be Paid Over. In the event that the
Trustee, any holder of Securities or any other Person receives any payment or
distributions of assets of the Company of any kind with respect to the
Securities in contravention of any terms contained in this Indenture, whether in
cash, property or securities, including, without limitation by way of set-off or
otherwise, then such payment shall be held by the recipient in trust for the
benefit of holders of Senior Debt, and shall be immediately paid over and
delivered to the holders of Senior Debt or the representative(s), to the extent
necessary to make payment in full of all Senior Debt remaining unpaid, after
giving effect to any concurrent payment or distribution or provision therefore,
to or for the holders of Senior Debt; provided that the foregoing shall apply to
the Trustee only if the Trustee has actual knowledge (as determined in
accordance with Section 11.11) that such payment or distribution is prohibited
by this Indenture.

      With respect to the holders of Senior Debt, the Trustee undertakes to
perform only such obligations on the part of the Trustee as are specifically set
forth in this Article XI, and no implied covenants or obligations with respect
to the holders of Senior Debt shall be read into this Indenture against the
Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt, and shall not be liable to any such holders if the
Trustee shall pay over or distribute to or on behalf of holders of Securities or
the Company or any other Person money or assets to which any holders of Senior
Debt shall be entitled by virtue of this Article XI, except if such payment is
made as a result of the willful misconduct or gross negligence of the Trustee.

      SECTION 11.06. Notice by Company. The Company shall promptly notify the
Trustee of any facts known to the Company that would cause a payment of any
Obligations with respect to the Securities or the purchase of any Securities by
the Company to violate this Article XI, but failure to give such notice shall
not affect the subordination of the Securities to the Senior Debt as provided in
this Article XI.

      SECTION 11.07. Subrogation. After all Senior Debt is paid in full and
until the Securities are paid in full, holders of Securities shall be subrogated
(equally and ratably with all other indebtedness pari passu with the Securities)
to the rights of holders of Senior Debt to receive distributions applicable to
Senior Debt to the extent that distributions otherwise payable to the holders of
Securities have been applied to the payment of Senior Debt. A distribution made
under this Article XI to holders of Senior Debt that otherwise would have been
made to holders of Securities is not, as between the Company and holders of
Securities, a payment by the Company on the Securities.

      SECTION 11.08. Relative Rights. This Article XI defines the relative
rights of holders of Securities and holders of Senior Debt. Nothing in this
Indenture shall:

                                      -49-


                        (1) impair, as between the Company and holders of
Securities, the obligation of the Company, which is absolute and unconditional,
to pay principal of, premium, if any, and interest on the Securities in
accordance with their terms;

                        (2) affect the relative rights of holders of Securities
and creditors (other than with respect to Senior Debt) of the Company, other
than their rights in relation to holders of Senior Debt; or

                        (3) prevent the Trustee or any holder of Securities from
exercising its available remedies upon a Default or Event of Default, subject to
the rights of holders and owners of Senior Debt to receive distributions and
payments otherwise payable to holders of Securities.

      If the Company fails because of this Article XI to pay principal of or
interest on a Security on the due date, the failure is still a Default or Event
of Default.

      SECTION 11.09. Subordination May Not Be Impaired by Company. No right of
any holder of Senior Debt to enforce the subordination of the indebtedness
evidenced by the Securities shall be impaired by any act or failure to act by
the Company or any holder of Securities or by the failure of the Company or any
such holder to comply with this Indenture.

      SECTION 11.10. Distribution or Notice to Representative. Whenever a
distribution is to be made or a notice given to holders of Senior Debt, the
distribution may be made and the notice given to their Representative.

      Upon any payment or distribution of assets of the Company referred to in
this Article XI, the Trustee and the holders of Securities shall be entitled to
rely upon any order or decree made by any court of competent jurisdiction or
upon any certificate of such Representative or of the liquidating trustee or
agent or other Person making any distribution to the Trustee or to the holders
of Securities for the purpose of ascertaining the Persons entitled to
participate in such distribution, the holders of the Senior Debt and other
indebtedness of the Company, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article XI.

      SECTION 11.11. Rights of Trustee and Paying Agent. Notwithstanding the
provisions of this Article XI or any other provision of this Indenture, the
Trustee shall not be charged with knowledge of the existence of any facts that
would prohibit the making of any payment or distribution by the Trustee (other
than pursuant to Section 11.04), and the Trustee may continue to make payments
on the Securities, unless a Trust Officer shall have received at least two
Business Days prior to the date of such payment or distribution written notice
of facts that would cause such payment or distribution with respect to the
Securities to violate this Article XI. Only the Company or a Representative may
give the notice.

      Nothing in this Article XI shall impair the claims of, or payments to, the
Trustee under or pursuant to Section 7.07 hereof.

                                      -50-


      The Trustee in its individual or any other capacity may hold Senior Debt
with the same rights it would have if it were not Trustee. Any Agent may do the
same with like rights.

      SECTION 11.12. Authorization to Effect Subordination. Each holder of a
Security by the holder's acceptance thereof authorizes and directs the Trustee
on the holder's behalf to take such action as may be necessary or appropriate to
effectuate the subordination as provided in this Article XI, and appoints the
Trustee to act as the holder's attorney-in-fact for any and all such purposes.
If the Trustee does not file a proper proof of claim or proof of debt in the
form required in any proceeding referred to in Section 6.09 hereof at least 30
days before the expiration of the time to file such claim, the holders of any
Senior Debt or their Representatives are hereby authorized to file an
appropriate claim for and on behalf of the holders of the Securities.

      SECTION 11.13. Article Applicable to Paying Agents. In case at any time
any Paying Agent other than the Trustee shall have been appointed by the Company
and be then acting hereunder, the term "Trustee" as used in this Article XI
shall in such case (unless the context otherwise requires) be construed as
extending to and including such Paying Agent within its meaning as fully for all
intents and purposes as if such Paying Agent were named in this Article XI in
addition to or in place of the Trustee; provided, however, that the second and
third paragraphs of Section 11.11 shall not apply to the Company or any
Subsidiary of the Company if it or such Subsidiary acts as Paying Agent.

      SECTION 11.14. Senior Debt Entitled to Rely. The holders of Senior Debt
shall have the right to rely upon this Article XI, and no amendment or
modification of the provisions contained herein shall diminish the rights of
such holders unless such holders shall have agreed in writing thereto.

      SECTION 11.15. Permitted Payments. Notwithstanding anything to the
contrary in this Article XI, the holders of Securities may receive and retain at
any time on or prior to the Maturity Date (i) securities that are subordinated
to at least the same extent as the Securities to (a) Senior Debt and (b) any
securities issued in exchange for Senior Debt and (ii) payments and other
distributions made from any trust created pursuant to Section 8.01 hereof.

      SECTION 11.16. Certain Conversions Deemed Payment. For the purposes of
this Article XI only, (1) the issuance and delivery of junior securities upon
conversion of Securities in accordance with Article XII shall not be deemed to
constitute a payment or distribution on account of the principal of (or premium,
if any) or interest on Securities or on account of the purchase or other
acquisition of Securities, and (2) the payment, issuance or delivery of cash
(except in satisfaction of fractional shares pursuant to Section 12.03),
property or securities (other than junior securities) upon conversion of a
Security shall be deemed to constitute payment on account of the principal of
such Security. For the purposes of this Section 11.16, the term "junior
securities" means (a) shares of any stock of any class of the Company, or (b)
securities of the Company which are subordinated in right of payment to all
Senior Debt which may be outstanding at the time of issuance or delivery of such
securities to substantially the same extent as, or to a greater extent than, the
Securities are so subordinated as provided in this Article. Nothing contained in
this Article XI or elsewhere in this Indenture or in the Securities is intended
to or shall impair, as among the Company,

                                      -51-


its creditors other than holders of Senior Debt and the Holders of Securities,
the right, which is absolute and unconditional, of the Holder of any Security to
convert such Security in accordance with Article XII.

                                   ARTICLE XII

                            CONVERSION OF SECURITIES

      SECTION 12.01. Applicability of Article. The provisions of this Article
shall be applicable to the Securities of any series which are convertible into
shares of Common Stock of the Company, and the issuance of such shares of Common
Stock upon the conversion of such Securities, except as otherwise specified as
contemplated by Section 2.02 for the Securities of such series.

      SECTION 12.02. Exercise of Conversion Privilege. In order to exercise a
conversion privilege, the holder of a Security of a series with such a privilege
shall surrender such Security to the Company at the office or agency maintained
for that purpose pursuant to Section 4.03, accompanied by a duly executed
conversion notice to the Company substantially in the form set forth in Exhibit
A stating that the holder elects to convert such Security or a specified portion
thereof. Such notice shall also state, if different from the name and address of
such holder, the name or names (with address) in which the certificate or
certificates for shares of Common Stock, which shall be issuable on such
conversion, shall be issued. Securities surrendered for conversion shall (if so
required by the Company or the Trustee) be duly endorsed by or accompanied by
instruments of transfer in forms satisfactory to the Company and the Trustee
duly executed by the registered holder or its attorney duly authorized in
writing; and Securities so surrendered for conversion (in whole or in part)
during the period from the close of business on any Regular Record Date to the
opening of business on the next succeeding Interest Payment Date (excluding
Securities or portions thereof called for redemption during the period beginning
at the close of business on a Regular Record Date and ending at the opening of
business on the first Business Day after the next succeeding Interest Payment
Date, or if such Interest Payment Date is not a Business Day, the second such
Business Day) shall also be accompanied by payment in funds acceptable to the
Company of an amount equal to the interest payable on such Interest Payment Date
on the principal amount of such Security then being converted, and such interest
shall be payable to such registered holder notwithstanding the conversion of
such Security, subject to the provisions of Section 2.13 relating to the payment
of Defaulted Interest by the Company. As promptly as practicable after the
receipt of such notice and of any payment required pursuant to a Board
Resolution and, subject to Section 2.03, set forth, or determined in the manner
provided, in an Officers' Certificate, or established in one or more indentures
supplemental hereto setting forth the terms of such series of Security, and the
surrender of such Security in accordance with such reasonable regulations as the
Company may prescribe, the Company shall issue and shall deliver, at the office
or agency at which such Security is surrendered, to such holder or on its
written order, a certificate or certificates for the number of full shares of
Common Stock issuable upon the conversion of such Security (or specified portion
thereof), in accordance with the provisions of such Board Resolution, Officers'
Certificate or supplemental indenture, and cash as provided therein in respect
of any fractional share of such Common Stock otherwise issuable upon such
conversion. Such conversion shall be deemed to have been effected

                                      -52-


immediately prior to the close of business on the date on which such notice and
such payment, if required, shall have been received in proper order for
conversion by the Company and such Security shall have been surrendered as
aforesaid (unless such holder shall have so surrendered such Security and shall
have instructed the Company to effect the conversion on a particular date
following such surrender and such holder shall be entitled to convert such
Security on such date, in which case such conversion shall be deemed to be
effected immediately prior to the close of business on such date) and at such
time the rights of the holder of such Security as such Security Holder shall
cease and the person or persons in whose name or names any certificate or
certificates for shares of Common Stock of the Company shall be issuable upon
such conversion shall be deemed to have become the holder or holders of record
of the shares represented thereby. Except as set forth above, no payment or
adjustment shall be made upon any conversion on account of any interest accrued
on the Securities (or any part thereof) surrendered for conversion or on account
of any dividends on the Common Stock of the Company issued upon such conversion.

      In the case of any Security which is converted in part only, upon such
conversion the Company shall execute and the Trustee shall authenticate and
deliver to or on the order of the holder thereof, at the expense of the Company,
a new Security or Securities of the same series, of authorized denominations, in
aggregate principal amount equal to the unconverted portion of such Security.

      SECTION 12.03. Cash Payments in Lieu of Fractional Shares. No fractional
shares of Common Stock or scrip representing fractional shares shall be issued
upon conversion of Securities. If more than one Security shall be surrendered
for conversion at one time by the same holder, the number of full shares which
shall be issuable upon conversion shall be computed on the basis of the
aggregate principal amount of the Securities (or specified portions thereof to
the extent permitted hereby) so surrendered for conversion. If any fractional
share of stock otherwise would be issuable upon the conversion of any Security
or Securities, the Company shall make an adjustment therefore in cash based upon
the Current Market Price of the Common Stock on the last trading day prior to
the date of conversion.

      SECTION 12.04. Taxes on Shares Issued. The issue of stock certificates on
conversions of Securities shall be made without charge to the converting holder
for any tax in respect of the issue thereof. The Company shall not, however, be
required to pay any tax which may be payable in respect of any transfer involved
in the issue and delivery of stock in any name other than that of the holder of
any Security converted, and the Company shall not be required to issue or
deliver any such stock certificate unless and until the Person or Persons
requesting the issue thereof shall have paid to the Company the amount of such
tax or shall have established to the satisfaction of the Company that such tax
has been paid.

      SECTION 12.05. Adjustment of Conversion Price. The Conversion Price shall
be adjusted from time to time by the Company as follows:

            (a) If the Company shall hereafter pay a dividend or make a
distribution to all holders of the outstanding Common Stock in shares of Common
Stock, the Conversion Price in effect at the opening of business on the date
following the Record Date (as defined in

                                      -53-


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 price of such shares of Common Stock,
there shall be taken into account any consideration received

                                      -54-


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.

      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

                                      -55-


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 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)).

                                      -56-


            (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)), 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 the amount of the distribution per
share of Common Stock (determined on the bases of 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 exceeds 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

                                      -57-


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 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

                                      -58-


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
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.

                                      -59-


            (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.

      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.

                                      -60-


            (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 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

                                      -61-


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
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,

                                      -62-


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 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

                                      -63-


            (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 rights or warrants, or, if a record is not to be taken, the date
as of which the holders of Common Stock of record to be entitled to such
dividend, distribution or rights are to be determined, or (y) the date on which
such reclassification, consolidation, merger, sale, transfer, dissolution,
liquidation or winding-up is expected to become effective or occur, and the date
as of which it is expected that holders of Common Stock of record shall be
entitled to exchange their Common Stock for securities or other property
deliverable upon such reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding-up. Failure to give such notice, or any
defect therein, shall not affect the legality or validity of such dividend,
distribution, reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding-up.

                                  ARTICLE XIII

                                  SINKING FUNDS

      SECTION 13.01. Applicability of Article. The provisions of this Article
shall be applicable to any sinking fund for the retirement of Securities of any
series except as otherwise specified as contemplated by Section 2.02 for such
Securities.

      The minimum amount of any sinking fund payment provided for by the terms
of any Securities is herein referred to as a "mandatory sinking fund payment,"
and any payment in excess of such minimum amount provided for by the terms of
such Securities is herein referred to as an "optional sinking fund payment." If
provided for by the terms of any Securities, the cash amount of any sinking fund
payment may be subject to reduction as provided in Section 13.02. Each sinking
fund payment shall be applied to the redemption of Securities as provided for by
the terms of such Securities.

      SECTION 13.02. Satisfaction of Sinking Fund Payments with Securities. The
Company (1) may deliver outstanding Securities of a series (other than any
previously called for redemption)

                                      -64-


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 13.03. Redemption of Securities for Sinking Fund. Not fewer than
60 days prior to each sinking fund payment date for any Securities, the Company
will deliver to the Trustee an Officers' Certificate specifying the amount of
the next ensuing sinking fund payment for such Securities pursuant to the terms
of such Securities, the portion thereof, if any, which is to be satisfied by
payment of cash and the portion thereof, if any, which is to be satisfied by
delivering and crediting Securities pursuant to Section 13.02 and will also
deliver to the Trustee any Securities to be so delivered. Not fewer than 30 days
prior to each such sinking fund payment date, the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 3.03 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in
Section 3.04. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
3.05 and 3.06.

                                  ARTICLE XIV

                        DEFEASANCE OF COVENANT DEFEASANCE

      SECTION 14.01. Company's Option to Effect Defeasance or Covenant
Defeasance. The Company may elect, at its option at any time, to have Section
14.02 or Section 14.03 applied to any Securities or any series of Securities, as
the case may be, designated pursuant to Section 2.02 as being defeasible
pursuant to such Section 14.02 or 14.03, in accordance with any applicable
requirements provided pursuant to Section 2.02 and upon compliance with the
conditions set forth below in this Article. Any such election shall be evidenced
by a Board Resolution or in another manner specified as contemplated by Section
2.02 for such Securities.

      SECTION 14.02. Defeasance and Discharge. Upon the Company's exercise of
its option (if any) to have this Section applied to any Securities or any series
of Securities, as the case may be, the Company shall be deemed to have been
discharged from its obligations, and the provisions of Article XI shall cease to
be effective, with respect to such Securities as provided in this Section on and
after the date the conditions set forth in Section 14.04 are satisfied
(hereinafter called "Defeasance"). For this purpose, such Defeasance means that
the Company shall be deemed to have paid and discharged the entire indebtedness
represented by such Securities and to have satisfied all its other obligations
under such Securities and this Indenture insofar as such Securities are
concerned (and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging

                                      -65-


the same), subject to the following which shall survive until otherwise
terminated or discharged hereunder:

                        (1) the rights of Holders of such Securities to receive,
solely from the trust fund described in Section 14.04 and as more fully set
forth in such Section, payments in respect of the principal of and any premium
and interest on such Securities when payments are due;

                        (2) the Company's obligations with respect to such
Securities under Sections 2.07, 2.08, 2.11, 4.03 and 4.04, and, if applicable,
Article XII;

                        (3) the rights, powers, trusts, duties and immunities of
the Trustee hereunder; and

                        (4) this Article.

      Subject to compliance with this Article, the Company may exercise its
option (if any) to have this Section applied to any Securities notwithstanding
the prior exercise of its option (if any) to have Section 13.03 applied to such
Securities.

      SECTION 14.03. Covenant Defeasance. Upon the Company's exercise of its
option (if any) to have this Section applied to any Securities or any series of
Securities, as the case may be:

                        (1) the Company shall be released from its obligations
under Section 4.08 and any covenants provided pursuant to Sections 2.02(19),
6.01(d) or 9.01(g) for the benefit of the Holders of such Securities;

                        (2) the occurrence of any event specified in Section
6.01(d) (with respect to any of Section 4.08 and any such covenants provided
pursuant to Sections 2.02(19) and 9.01(g)), shall be deemed not to be or result
in an Event of Default; and

                        (3) the provisions of Article XI shall cease to be
effective,

in each case with respect to such Securities or series of Securities as provided
in this Section on and after the date the conditions set forth in Section 14.04
are satisfied (hereinafter called "Covenant Defeasance"). For this purpose, such
Covenant Defeasance means that, with respect to such Securities, the Company may
omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such specified Section (to the extent
so specified in the case of Section 6.01(d)) or Article XI, whether directly or
indirectly by reason of any reference elsewhere herein to any such Section or
Article or by reason of any reference in any such Section or Article to any
other provision herein or in any other document, but the remainder of this
Indenture and such Securities shall be unaffected thereby.

      SECTION 14.04. Conditions to Defeasance or Covenant Defeasance. The
following shall be the conditions to the application of Section 14.02 or Section
14.03 to any Securities or any series of Securities, as the case may be:

                                      -66-


                        (1) The Company shall irrevocably have deposited or
caused to be deposited with the Trustee (or another trustee which satisfies the
requirements contemplated by Section 10.10 and agrees to comply with the
provisions of this Article applicable to it) as trust funds in trust for the
purpose of making the following payments, specifically pledged as security for,
and dedicated solely to, the benefits of the Holders of such Securities,

                              (A) in the case of Securities of a series
denominated in currency of the United States of America:

                  (i) cash in currency of the United States of America in an
amount; or

                  (ii) U.S. Government Obligations which through the scheduled
payment of principal and interest in respect thereof in accordance with their
terms will provide, not later than one day before the due date of any payment,
an amount in cash; or

                  (iii) a combination thereof; or

                              (B) in the case of Securities of a series
denominated in currency other than that of the United States of America:

                  (i) cash in the currency in which such series of Securities is
denominated in an amount; or

                  (ii) Foreign Government Obligations which through the
scheduled payment of principal and interest in respect thereof in accordance
with their terms will provide, not later than one day before the due date of any
payment, an amount in cash; or

                  (iii) a combination thereof,

in each case sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, and which shall be applied by
the Trustee (or any such other qualifying trustee) to pay and discharge, the
principal of and any premium and interest on such Securities on the respective
Stated Maturities, in accordance with the terms of this Indenture and such
Securities.

                        (2) In the event of an election to have Section 14.02
apply to any Securities or any series of Securities, as the case may be, the
Company shall have delivered to the Trustee an Opinion of Counsel stating that:

                              (A) the Company has received from, or there has
been published by, the Internal Revenue Service a ruling; or

                              (B) since the date of this instrument, there has
been a change in the applicable Federal income tax law,

                                      -67-


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 14.03
apply to any Securities or any series of Securities, as the case may be, the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that the Holders of such Securities will not recognize gain or loss for Federal
income tax purposes as a result of the deposit and Covenant Defeasance to be
effected with respect to such Securities and will be subject to Federal income
tax on the same amount, in the same manner and at the same times as would be the
case if such deposit and Covenant Defeasance were not to occur.

                        (4) The Company shall have delivered to the Trustee an
Officers' Certificate to the effect that neither such Securities nor any other
Securities of the same series, if then listed on any securities exchange, will
be delisted as a result of such deposit.

                        (5) No event which is, or after notice or lapse of time
or both would become, an Event of Default with respect to such Securities or any
other Securities shall have occurred and be continuing at the time of such
deposit or, with regard to any such event specified in Sections 6.01(e) and (f),
at any time on or prior to the 90th day after the date of such deposit (it being
understood that this condition shall not be deemed satisfied until after such
90th day).

                        (6) Such Defeasance or Covenant Defeasance shall not
cause the Trustee to have a conflicting interest within the meaning of the Trust
Indenture Act (assuming all Securities are in default within the meaning of such
Act).

                        (7) Such Defeasance or Covenant Defeasance shall not
result in a breach or violation of, or constitute a default under, any other
agreement or instrument to which the Company is a party or by which it is bound.

                        (8) Such Defeasance or Covenant Defeasance shall not
result in the trust arising from such deposit constituting an investment company
within the meaning of the Investment Company Act unless such trust shall be
registered under such Act or exempt from registration thereunder.

                        (9) At the time of such deposit:

                              (A) no default in the payment of any principal of
or premium or interest on any Senior Debt shall have occurred and be continuing;

                              (B) no event of default with respect to any Senior
Debt shall have resulted in such Senior Debt becoming, and continuing to be, due
and payable prior to the

                                      -68-


date on which it would otherwise have become due and payable (unless payment of
such Senior Debt has been made or duly provided for); and

                              (C) no other event of default with respect to any
Senior Debt shall have occurred and be continuing permitting (after notice or
lapse of time or both) the holders of such Senior Debt (or a trustee on behalf
of such holders) to declare such Senior Debt due and payable prior to the date
on which it would otherwise have become due and payable.

                        (10) The Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent with respect to such Defeasance or Covenant Defeasance have
been complied with.

      SECTION 14.05. Deposited Money, U.S. Government Obligations and Foreign
Government Obligations to be Held in Trust; Miscellaneous Provisions. Subject to
the provisions of the last paragraph of Section 4.04, all money, U.S. Government
Obligations and Foreign Government Obligations (including the proceeds thereof)
deposited with the Trustee or other qualifying trustee (solely for purposes of
this Section and Section 14.06, the Trustee and any such other trustee are
referred to collectively as the "Trustee") pursuant to Section 14.04 in respect
of any Securities shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any such Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Holders of
such Securities, of all sums due and to become due thereon in respect of
principal and any premium and interest, but money so held in trust need not be
segregated from other funds except to the extent required by law. Money, U.S.
Government Obligations and Foreign Government Obligations so held in trust shall
not be subject to the provisions of Article XIV.

      The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations or
Foreign Government Obligations deposited pursuant to Section 14.04 or the
principal and interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders of Outstanding
Securities.

      Anything in this Article to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money, U.S. Government Obligations or Foreign Government Obligations held by it
as provided in Section 14.04 with respect to any Securities which, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect the Defeasance or Covenant Defeasance, as the case may be, with respect
to such Securities.

      SECTION 14.06. Reinstatement. If the Trustee or the Paying Agent is unable
to apply any money in accordance with this Article with respect to any
Securities by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, then
the obligations under this Indenture and such Securities from which the Company

                                      -69-


has been discharged or released pursuant to Section 14.02 or 14.03 shall be
revived and reinstated as though no deposit had occurred pursuant to this
Article with respect to such Securities, until such time as the Trustee or
Paying Agent is permitted to apply all money held in trust pursuant to Section
14.05 with respect to such Securities in accordance with this Article; provided,
however, that if the Company makes any payment of principal of or any premium or
interest on any such Security following such reinstatement of its obligations,
the Company shall be subrogated to the rights (if any) of the Holders of such
Securities to receive such payment from the money so held in trust.

                                      -70-


      IN WITNESS WHEREOF, the parties have caused this Indenture to be duly
executed and attested, all as of the date first above written, signifying their
agreements contained in this Indenture.

                                             AMKOR TECHNOLOGY, INC.

                                             By:_______________________________
                                                Name:
                                                Title:

                                             U.S. BANK NATIONAL ASSOCIATION

                                             By:_______________________________
                                                 Name:
                                                 Title:



                                                                       EXHIBIT A

                           [FORM OF FACE OF SECURITY]

                           [Global Securities Legend]

    [The following legend shall appear on the face of each Global Security:

      THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A
NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND
ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES.]

      [The following legend shall appear on the face of each Global Security for
which The Depository Trust Company is to be the Depositary:

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY THE AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OR DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

      UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED
SECURITIES IN DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERRED
TO IN THE INDENTURE, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OR SUCH
SUCCESSOR DEPOSITARY.]

      [INSERT ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE AND THE
REGULATIONS THEREUNDER.]



                             AMKOR TECHNOLOGY, INC.
         _______________________________________________________________

         NO. _____                                                 $___________

                                                             CUSIP: ___________

      Amkor Technology, Inc., a corporation duly organized and existing under
the laws of Delaware (herein called the "Company," which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to _______________________________, or
registered assigns, the principal sum of
________________________________________ Dollars on ____________ [IF THE
SECURITY IS TO BEAR INTEREST PRIOR TO MATURITY, INSERT -- , and to pay interest
thereon from _________ or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually on ___________ and
__________ in each year, commencing _______________, at the rate of ____% per
annum, until the principal hereof is paid or made available for payment [IF
APPLICABLE, INSERT -- , provided that any principal and premium, and any such
installment of interest, which is overdue shall bear interest at the rate of
___% per annum (to the extent that the payment of such interest shall be legally
enforceable), from the dates such amounts are due until they are paid or made
available for payment, and such interest shall be payable on demand]. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the ___________ or ___________ (whether or not a Business Day), as the case may
be, next preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture].

      [IF THE SECURITY IS NOT TO BEAR INTEREST PRIOR TO MATURITY, INSERT -- The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal and any overdue premium shall
bear interest at the rate of ___% per annum (to the extent that the payment of
such interest shall be legally enforceable), from the dates such amounts are due
until they are paid or made available for payment. Interest on any overdue
principal or premium shall be payable on

                                      A-2


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:

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

By:____________________________________
    Authorized Signatory

                                      A-3


                          [FORM OF REVERSE OF SECURITY]

      This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of ____________, 200_ (herein called the
"Indenture," which term shall have the meaning assigned to it in such
instrument), between the Company and U.S. Bank National Association, as Trustee
(herein called the "Trustee," which term includes any successor trustee under
the Indenture), and reference is hereby made to the Indenture and all indentures
supplemental thereto for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the Trustee, the
holders of Senior Debt and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof [IF APPLICABLE,
INSERT -- , limited in aggregate principal amount to $_________].

      [IF APPLICABLE, INSERT - The Securities of this series are subject to
redemption upon not less than [IF APPLICABLE, INSERT - 30] days' notice by mail,
[IF APPLICABLE, INSERT -- (1) on _____________ in any year commencing with the
year _____ and ending with the year _____ through operation of the sinking fund
for this series at a Redemption Price equal to 100% of the principal amount, and
(2)] at any time [IF APPLICABLE, INSERT -- on or after _____________, 20__], as
a whole or in part, at the election of the Company, at the following Redemption
Prices (expressed as percentages of the principal amount): If redeemed [IF
APPLICABLE, INSERT -- on or before ______________, ___%, and if redeemed] during
the 12-month period beginning ________ of the years indicated,

   YEAR                 REDEMPTION PRICE       YEAR         REDEMPTION PRICE
   ----                 ----------------       ----         ----------------

      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


as percentages of the principal amount) set forth in the table below: If
redeemed during the 12-month period beginning ________ of the years indicated,



          REDEMPTION PRICE FOR REDEMPTION      REDEMPTION PRICE FOR REDEMPTION
         THROUGH OPERATION OF THE SINKING    OTHERWISE THAN THROUGH OPERATION OF
YEAR                   FUND                           THE SINKING FUND
- ----     --------------------------------    -----------------------------------
                                       



      and thereafter at a Redemption Price equal to ___% of the principal
amount, together in the case of any such redemption (whether through operation
of the sinking fund or otherwise) with accrued interest to the Redemption Date,
but interest installments whose Stated Maturity is on or prior to such
Redemption Date will be payable to the Holders of such Securities, or one or
more Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

      [IF APPLICABLE, INSERT -- Notwithstanding the foregoing, the Company may
not, prior to __________, redeem any Securities of this series as contemplated
by [IF APPLICABLE, INSERT -- Clause (2) of] the preceding paragraph as a part
of, or in anticipation of, any refunding operation by the application, directly
or indirectly, of moneys borrowed having an interest cost to the Company
(calculated in accordance with generally accepted financial practice) of less
than ___% per annum.]

      [IF APPLICABLE, INSERT -- The sinking fund for this series provides for
the redemption on ___________, in each year beginning with the year _____ and
ending with the year _____ of [IF APPLICABLE, INSERT - not less than $__________
("mandatory sinking fund") and not more than] $___________ aggregate principal
amount of Securities of this series. Securities of this series acquired or
redeemed by the Company otherwise than through [IF APPLICABLE, INSERT --
mandatory] sinking fund payments may be credited against subsequent [IF
APPLICABLE, INSERT -- mandatory] sinking fund payments otherwise required to be
made IF APPLICABLE, INSERT -- , in the inverse order in which they become due].]

      [IF THE SECURITY IS SUBJECT TO REDEMPTION OF ANY KIND, INSERT -- In the
event of redemption of this Security in part only, a new Security or Securities
of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.]

      [IF APPLICABLE, INSERT -- The Indenture contains provisions for defeasance
at any time of [the entire indebtedness of this Security] [or] [certain
restrictive covenants and Events of Default with respect to this Security] [, in
each case] upon compliance with certain conditions set forth in the Indenture.]

      [IF THE SECURITY IS CONVERTIBLE INTO COMMON STOCK OF THE COMPANY, INSERT
- -- Subject to the provisions of the Indenture, the Holder of this Security is
entitled, at its option, at any time on or before [INSERT DATE] (except that, in
case this Security or any portion hereof shall be called for redemption, such
right shall terminate with respect to this Security or portion hereof, as the
case may

                                      A-5


be, so called for redemption at the close of business on the first Business Day
next preceding the date fixed for redemption as provided in the Indenture unless
the Company defaults in making the payment due upon redemption), to convert the
principal amount of this Security (or any portion hereof which is $1,000 or an
integral multiple thereof), into fully paid and non-assessable shares
(calculated as to each conversion to the nearest 1/100th of a share) of the
Common Stock of the Company, as said shares shall be constituted at the date of
conversion, at the conversion price of $_____________ principal amount of
Securities for each share of Common Stock, or at the adjusted conversion price
in effect at the date of conversion determined as provided in the Indenture,
upon surrender of this Security, together with the conversion notice hereon duly
executed, to the Company at the designated office or agency of the Company in
____________, accompanied (if so required by the Company) by instruments of
transfer, in form satisfactory to the Company and to the Trustee, duly executed
by the Holder or by its duly authorized attorney in writing.

      Such surrender shall, if made during any period beginning at the close of
business on a Regular Record Date and ending at the opening of business on the
Interest Payment Date next following such Regular Record Date (unless this
Security or the portion being converted shall have been called for redemption on
a Redemption Date during the period beginning at the close of business on a
Regular Record Date and ending at the opening of business on the first Business
Day after the next succeeding Interest Payment Date, or if such Interest Payment
Date is not a Business Day, the second such Business Day), also be accompanied
by payment in funds acceptable to the Company of an amount equal to the interest
payable on such Interest Payment Date on the principal amount of this Security
then being converted. Subject to the aforesaid requirement for payment and, in
the case of a conversion after the Regular Record Date next preceding any
Interest Payment Date and on or before such Interest Payment Date, to the right
of the Holder of this Security (or any Predecessor Security) of record at such
Regular Record Date to receive an installment of interest (with certain
exceptions provided in the Indenture), no adjustment is to be made on conversion
for interest accrued hereon or for dividends on shares of Common Stock issued on
conversion. The Company is not required to issue fractional shares upon any such
conversion, but shall make adjustment therefore in cash on the basis of the
current market value of such fractional interest as provided in the Indenture.
The conversion price is subject to adjustment as provided in the Indenture. In
addition, the Indenture provides that in case of certain consolidations or
mergers to which the Company is a party or the sale of substantially all of the
assets of the Company, the Indenture shall be amended, without the consent of
any Holders of Securities, so that this Security, if then outstanding, will be
convertible thereafter, during the period this Security shall be convertible as
specified above, only into the kind and amount of securities, cash and other
property receivable upon the consolidation, merger or sale by a holder of the
number of shares of Common Stock into which this Security might have been
converted immediately prior to such consolidation, merger or sale (assuming such
holder of Common Stock failed to exercise any rights of election and received
per share the kind and amount received per share by a plurality of non-electing
shares). In the event of conversion of this Security in part only, a new
Security or Securities for the unconverted portion hereof shall be issued in the
name of the Holder hereof upon the cancellation hereof.]

                                      A-6


      [IF THE SECURITY IS CONVERTIBLE INTO OTHER SECURITIES OF THE COMPANY,
SPECIFY THE CONVERSION FEATURES.]

      The indebtedness evidenced by this Security is, to the extent and in the
manner provided in the Indenture, subordinate and subject in right of payment to
the prior payment in full of all Senior Debt of the Company, and this Security
is issued subject to such provisions of the Indenture with respect thereto. Each
Holder of this Security, by accepting the same, (a) agrees to and shall be bound
by such provisions, (b) authorizes and directs the Trustee on his behalf to take
such action as may be necessary or appropriate to effectuate the subordination
so provided and (c) appoints the Trustee his attorney-in-fact for any and all
such purposes.

      [IF THE SECURITY IS NOT AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT -- If
an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.]

      [IF THE SECURITY IS AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT -- If an
Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to -- INSERT FORMULA FOR DETERMINING THE
amount. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal, premium and interest (in each
case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's obligations in respect of the payment of the
principal of and premium and interest, if any, on the Securities of this series
shall terminate.]

      The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of more than 50% in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

      As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than a majority in principal
amount of the Securities of this series at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such Event
of Default as Trustee and offered the Trustee reasonable

                                      A-7


indemnity, and the Trustee shall not have received from the Holders of a
majority in principal amount of Securities of this series at the time
Outstanding a direction inconsistent with such request, and shall have failed to
institute any such proceeding, for 60 days after receipt of such notice, request
and offer of indemnity. The foregoing shall not apply to any suit instituted by
the Holder of this Security for the enforcement of any payment of principal
hereof or any premium or interest hereon on or after the respective due dates
expressed herein.

      No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and interest
on this Security at the times, place and rate, and in the coin or currency,
herein prescribed.

      As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or its
attorney duly authorized in writing, and thereupon one or more new Securities of
this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

      The Securities of this series are issuable only in registered form without
coupons in denominations of $_____ and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

      No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

      Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

      All terms used in this Security that are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

                                      A-8


                            FORM OF CONVERSION NOTICE

To: AMKOR TECHNOLOGY, INC.

      The undersigned registered owner of the Security hereby irrevocably
exercises the option to convert this Security, or portion hereof (which is
$1,000 or an integral multiple thereof) below designated, into shares of Common
Stock of Amkor Technology, Inc. in accordance with the terms of the Indenture
referred to in this Security, and directs that the shares issuable and
deliverable upon the conversion, together with any check in payment for
fractional shares and Securities representing any unconverted principal amount
hereof, be issued and delivered to the registered holder hereof unless a
different name has been indicated below. If shares or any portion of this
Security not converted are to be issued in the name of a Person other than the
undersigned, the undersigned will pay all transfer taxes payable with respect
thereto. Any amount required to be paid by the undersigned on account of
interest, Liquidated Damages and taxes accompanies this Security.

Dated:

Fill in for registration of shares if to be delivered, and Securities if to be
issued, other than to and in the name of the registered holder. (Please Print):

______________________________________________
(Name)

______________________________________________
(Street Address)

______________________________________________
(City, State and Zip Code)

Signature Guarantee:____________________________________________________________

Signature(s)____________________________________________________________________

Principal amount to be converted (if less than all): $___,000

______________________________________________
Social Security or other Taxpayer Identification Number

      [Signatures must be guaranteed by an eligible Guarantor Institution
(banks, brokers, dealers, savings and loan associations and credit unions) with
membership in an approved signature guarantee medallion program pursuant to
Securities and Exchange Commission Rule 17Ad-15 if shares are to be issued, or
Securities are to be delivered, other than to and in the name of the registered
holder(s).]

                                      A-9

                                                                    EXHIBIT 25.1

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                           --------------------------

                                    FORM T-1

                         STATEMENT OF ELIGIBILITY UNDER
                      THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE
               Check if an Application to Determine Eligibility of
                     a Trustee Pursuant to Section 305(b)(2)

             -------------------------------------------------------

                         U.S. BANK NATIONAL ASSOCIATION
              (Exact name of Trustee as specified in its charter)

                                   31-0841368
                       I.R.S. Employer Identification No.

             800 Nicollet Mall
          Minneapolis, Minnesota                                         55402
 ----------------------------------------                             ----------
 (Address of principal executive offices)                             (Zip Code)

                                 Susan Freedman
                         U.S. Bank National Association
                               One Federal Street
                                Boston, MA 02110
                                 (617) 603-6562
            (Name, address and telephone number of agent for service)

                             Amkor Technology, Inc.
                     (Issuer with respect to the Securities)

             Delaware                                   23-1722724
  --------------------------------          ------------------------------------
  (State or other jurisdiction of           (I.R.S. Employer Identification No.)
   incorporation or organization)

         1900 South Price Road
              Chandler, AZ                                      85248
 ----------------------------------------                    ----------
 (Address of Principal Executive Offices)                    (Zip Code)

                                  SENIOR NOTES
                       (TITLE OF THE INDENTURE SECURITIES)

================================================================================



                                    FORM T-1

ITEM 1. GENERAL INFORMATION. Furnish the following information as to the
            Trustee.

      a)    Name and address of each examining or supervising authority to which
            it is subject.

                 Comptroller of the Currency
                 Washington, D.C.

      b)    Whether it is authorized to exercise corporate trust powers.

                 Yes

ITEM 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the
      Trustee, describe each such affiliation.

                 None

ITEMS 3-15 Items 3-15 are not applicable because to the best of the Trustee's
            knowledge, the obligor is not in default under any Indenture for
            which the Trustee acts as Trustee.

ITEM 16. LIST OF EXHIBITS:  List below all exhibits filed as a part of this
      statement of eligibility and qualification.

      1.    A copy of the Articles of Association of the Trustee.*

      2.    A copy of the certificate of authority of the Trustee to commence
            business.*

      3.    A copy of the certificate of authority of the Trustee to exercise
            corporate trust powers.*

      4.    A copy of the existing bylaws of the Trustee.*

      5.    A copy of each Indenture referred to in Item 4. Not applicable.

      6.    The consent of the Trustee required by Section 321(b) of the Trust
            Indenture Act of 1939, attached as Exhibit 6.

      7.    Report of Condition of the Trustee as of March 31, 2004, published
            pursuant to law or the requirements of its supervising or examining
            authority, attached as Exhibit 7.

*     Incorporated by reference to Registration Number 333-67188.

                                       2


                                      NOTE

      The answers to this statement insofar as such answers relate to what
persons have been underwriters for any securities of the obligors within three
years prior to the date of filing this statement, or what persons are owners of
10% or more of the voting securities of the obligors, or affiliates, are based
upon information furnished to the Trustee by the obligors. While the Trustee has
no reason to doubt the accuracy of any such information, it cannot accept any
responsibility therefor.

                                    SIGNATURE

      Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of Boston,
Commonwealth of Massachusetts on the 5th of May, 2006.

                                    U.S. BANK NATIONAL ASSOCIATION

                                    By:  /s/ Susan Freedman
                                         -------------------------------
                                         Susan Freedman
                                         Vice President

By:  /s/ Marie A. Hattinger
     -------------------------
     Marie A. Hattinger
     Vice President

                                        3


                                    EXHIBIT 6

                                     CONSENT

      In accordance with Section 321(b) of the Trust Indenture Act of 1939, the
undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of
examination of the undersigned by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.

Dated: May 6, 2006

                                            U.S. BANK NATIONAL ASSOCIATION

                                            By:  /s/ Susan Freedman
                                                 ----------------------------
                                                 Susan Freedman
                                                 Vice President

By: /s/ Marie A. Hattinger
    --------------------------
    Marie A. Hattinger
    Vice President

                                        4


                                    EXHIBIT 7

                         U.S. BANK NATIONAL ASSOCIATION
                        STATEMENT OF FINANCIAL CONDITION
                                AS OF 12/31/2005

                                    ($000'S)



                                                    12/31/2005
                                                   ------------
                                                
ASSETS
      Cash and Due From Depository Institutions    $  8,000,884
      Securities                                     39,572,460
      Federal Funds                                   3,106,359
      Loans & Lease Financing Receivables           134,097,750
      Fixed Assets                                    1,759,753
      Intangible Assets                              11,264,248
      Other Assets                                   11,065,956
                                                   ------------
      TOTAL ASSETS                                 $208,867,410

LIABILITIES
      Deposits                                     $135,603,591
      Fed Funds                                      13,987,126
      Treasury Demand Notes                                   0
      Trading Liabilities                               186,413
      Other Borrowed Money                           24,865,833
      Acceptances                                        60,785
      Subordinated Notes and Debentures               6,606,929
      Other Liabilities                               6,323,045
                                                   ------------
      TOTAL LIABILITIES                            $187,633,722

EQUITY
      Minority Interest in Subsidiaries            $  1,025,113
      Common and Preferred Stock                         18,200
      Surplus                                        11,804,040
      Undivided Profits                               8,386,335
                                                   ------------
           TOTAL EQUITY CAPITAL                    $ 21,233,688

TOTAL LIABILITIES AND EQUITY CAPITAL               $208,867,410


To the best of the undersigned's determination, as of the date hereof, the above
financial information is true and correct.

U.S. BANK NATIONAL ASSOCIATION

By: /s/ Susan Freedman
    ---------------------------
      Susan Freedman
      Vice President

Date: May 6, 2006

                                        5

                                                                    EXHIBIT 25.2

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                           --------------------------

                                    FORM T-1

                         STATEMENT OF ELIGIBILITY UNDER
                      THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE
               Check if an Application to Determine Eligibility of
                     a Trustee Pursuant to Section 305(b)(2)

             -------------------------------------------------------

                         U.S. BANK NATIONAL ASSOCIATION
              (Exact name of Trustee as specified in its charter)

                                   31-0841368
                       I.R.S. Employer Identification No.

            800 Nicollet Mall
         Minneapolis, Minnesota                                     55402
- -----------------------------------------                         ----------
(Address of principal executive offices)                          (Zip Code)


                                 Susan Freedman
                         U.S. Bank National Association
                               One Federal Street
                                Boston, MA 02110
                                 (617) 603-6562
            (Name, address and telephone number of agent for service)

                             Amkor Technology, Inc.
                     (Issuer with respect to the Securities)

             Delaware                                  23-1722724
- ----------------------------------          -----------------------------------
  (State or other jurisdiction of           (I.R.S. Employer Identification No.)
  incorporation or organization)

      1900 South Price Road
           Chandler, AZ                                  85248
- ------------------------------------------             ----------
  (Address of Principal Executive Offices)             (Zip Code)

                      CONVERTIBLE SENIOR SUBORDINATED NOTES
                       (TITLE OF THE INDENTURE SECURITIES)

================================================================================



                                    FORM T-1

ITEM 1. GENERAL INFORMATION.  Furnish the following information as to the
            Trustee.

      a)    Name and address of each examining or supervising authority to which
            it is subject.

                 Comptroller of the Currency
                 Washington, D.C.

      b)    Whether it is authorized to exercise corporate trust powers.

                 Yes

ITEM 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the
      Trustee, describe each such affiliation.

            None

ITEMS 3-15 Items 3-15 are not applicable because to the best of the Trustee's
           knowledge, the obligor is not in default under any Indenture for
           which the Trustee acts as Trustee.

ITEM 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this
      statement of eligibility and qualification.

      1.    A copy of the Articles of Association of the Trustee.*

      2.    A copy of the certificate of authority of the Trustee to commence
            business.*

      3.    A copy of the certificate of authority of the Trustee to exercise
            corporate trust powers.*

      4.    A copy of the existing bylaws of the Trustee.*

      5.    A copy of each Indenture referred to in Item 4. Not applicable.

      6.    The consent of the Trustee required by Section 321(b) of the Trust
            Indenture Act of 1939, attached as Exhibit 6.

      7.    Report of Condition of the Trustee as of March 31, 2004, published
            pursuant to law or the requirements of its supervising or examining
            authority, attached as Exhibit 7.

*     Incorporated by reference to Registration Number 333-67188.

                                       2


                                      NOTE

      The answers to this statement insofar as such answers relate to what
persons have been underwriters for any securities of the obligors within three
years prior to the date of filing this statement, or what persons are owners of
10% or more of the voting securities of the obligors, or affiliates, are based
upon information furnished to the Trustee by the obligors. While the Trustee has
no reason to doubt the accuracy of any such information, it cannot accept any
responsibility therefor.

                                    SIGNATURE

      Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of Boston,
Commonwealth of Massachusetts on the 5th of May, 2006.

                                              U.S. BANK NATIONAL ASSOCIATION

                                              By: /s/ Susan Freedman
                                                  ----------------------
                                                  Susan Freedman
                                                  Vice President

By: /s/ Marie A. Hattinger
    --------------------------
     Marie A. Hattinger
     Vice President

                                       3


                                    EXHIBIT 6

                                     CONSENT

      In accordance with Section 321(b) of the Trust Indenture Act of 1939, the
undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of
examination of the undersigned by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.

Dated:  May 6, 2006

                                               U.S. BANK NATIONAL ASSOCIATION

                                               By: /s/ Susan Freedman
                                                   ----------------------------
                                                   Susan Freedman
                                                   Vice President

By: /s/ Marie A. Hattinger
    --------------------------
      Marie A. Hattinger
      Vice President

                                        4


                                    EXHIBIT 7

                         U.S. BANK NATIONAL ASSOCIATION
                        STATEMENT OF FINANCIAL CONDITION
                                AS OF 12/31/2005

                                    ($000'S)



                                                    12/31/2005
                                                   ------------
                                                
ASSETS
      Cash and Due From Depository Institutions    $  8,000,884
      Securities                                     39,572,460
      Federal Funds                                   3,106,359
      Loans & Lease Financing Receivables           134,097,750
      Fixed Assets                                    1,759,753
      Intangible Assets                              11,264,248
      Other Assets                                   11,065,956
                                                   ------------
      TOTAL ASSETS                                 $208,867,410

LIABILITIES
      Deposits                                     $135,603,591
      Fed Funds                                      13,987,126
      Treasury Demand Notes                                   0
      Trading Liabilities                               186,413
      Other Borrowed Money                           24,865,833
      Acceptances                                        60,785
      Subordinated Notes and Debentures               6,606,929
      Other Liabilities                               6,323,045
                                                   ------------
      TOTAL LIABILITIES                            $187,633,722

EQUITY
      Minority Interest in Subsidiaries            $  1,025,113
      Common and Preferred Stock                         18,200
      Surplus                                        11,804,040
      Undivided Profits                               8,386,335
                                                   ------------
           TOTAL EQUITY CAPITAL                    $ 21,233,688

TOTAL LIABILITIES AND EQUITY CAPITAL               $208,867,410


To the best of the undersigned's determination, as of the date hereof, the above
financial information is true and correct.

U.S. BANK NATIONAL ASSOCIATION

By: /s/Susan Freedman
    -------------------------
      Susan Freedman
      Vice President

Date:  May 6, 2006

                                        5

                                                                    EXHIBIT 25.3

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                           --------------------------

                                    FORM T-1

                         STATEMENT OF ELIGIBILITY UNDER
                      THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE
               Check if an Application to Determine Eligibility of
                     a Trustee Pursuant to Section 305(b)(2)

             -------------------------------------------------------

                         U.S. BANK NATIONAL ASSOCIATION
              (Exact name of Trustee as specified in its charter)

                                   31-0841368
                       I.R.S. Employer Identification No.

           800 Nicollet Mall
        Minneapolis, Minnesota                                        55402
- ---------------------------------------                             ----------
Address of principal executive offices)                             (Zip Code)


                                 Susan Freedman
                         U.S. Bank National Association
                               One Federal Street
                                Boston, MA 02110
                                 (617) 603-6562
            (Name, address and telephone number of agent for service)

                             Amkor Technology, Inc.
                     (Issuer with respect to the Securities)

             Delaware                                  23-1722724
- ---------------------------------------     -----------------------------------
  (State or other jurisdiction of           (I.R.S. Employer Identification No.)
  incorporation or organization)

        1900 South Price Road
            Chandler, AZ                                  85248
- ---------------------------------------                 ----------
(Address of Principal Executive Offices)                (Zip Code)

               NON-CONVERTIBLE SENIOR SUBORDINATED DEBT SECURITIES
                       (TITLE OF THE INDENTURE SECURITIES)

================================================================================



                                    FORM T-1

ITEM 1. GENERAL INFORMATION.  Furnish the following information as to the
      Trustee.

      a)    Name and address of each examining or supervising authority to which
            it is subject.

                Comptroller of the Currency
                Washington, D.C.

      b)    Whether it is authorized to exercise corporate trust powers.

                Yes

ITEM 2. AFFILIATIONS WITH OBLIGOR.  If the obligor is an affiliate of the
      Trustee, describe each such affiliation.

            None

ITEMS 3-15 Items 3-15 are not applicable because to the best of the Trustee's
                 knowledge, the obligor is not in default under any Indenture
                 for which the Trustee acts as Trustee.

ITEM 16. LIST OF EXHIBITS:  List below all exhibits filed as a part of this
      statement of eligibility and qualification.

      1.    A copy of the Articles of Association of the Trustee.*

      2.    A copy of the certificate of authority of the Trustee to commence
            business.*

      3.    A copy of the certificate of authority of the Trustee to exercise
            corporate trust powers.*

      4.    A copy of the existing bylaws of the Trustee.*

      5.    A copy of each Indenture referred to in Item 4. Not applicable.

      6.    The consent of the Trustee required by Section 321(b) of the Trust
            Indenture Act of 1939, attached as Exhibit 6.

      7.    Report of Condition of the Trustee as of March 31, 2004, published
            pursuant to law or the requirements of its supervising or examining
            authority, attached as Exhibit 7.

* Incorporated by reference to Registration Number 333-67188.

                                        2



                                      NOTE

      The answers to this statement insofar as such answers relate to what
persons have been underwriters for any securities of the obligors within three
years prior to the date of filing this statement, or what persons are owners of
10% or more of the voting securities of the obligors, or affiliates, are based
upon information furnished to the Trustee by the obligors. While the Trustee has
no reason to doubt the accuracy of any such information, it cannot accept any
responsibility therefor.

                                    SIGNATURE

      Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of Boston,
Commonwealth of Massachusetts on the 5th of May, 2006.

                                              U.S. BANK NATIONAL ASSOCIATION

                                              By: /s/ Susan Freedman
                                                  --------------------------
                                                  Susan Freedman
                                                  Vice President

By: /s/ Marie A. Hattinger
    --------------------------
    Marie A. Hattinger
    Vice President

                                        3



                                    EXHIBIT 6

                                     CONSENT

      In accordance with Section 321(b) of the Trust Indenture Act of 1939, the
undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of
examination of the undersigned by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.

Dated:  May 8, 2006

                                             U.S. BANK NATIONAL ASSOCIATION

                                             By: /s/ Susan Freedman
                                                 -------------------------------
                                                 Susan Freedman
                                                 Vice President

By: /s/ Marie A. Hattinger
    ---------------------------
    Marie A. Hattinger
    Vice President

                                        4


                                    EXHIBIT 7

                         U.S. BANK NATIONAL ASSOCIATION
                        STATEMENT OF FINANCIAL CONDITION
                                AS OF 12/31/2005

                                    ($000'S)



                                                    12/31/2005
                                                   ------------
                                                
ASSETS
      Cash and Due From Depository Institutions    $  8,000,884
      Securities                                     39,572,460
      Federal Funds                                   3,106,359
      Loans & Lease Financing Receivables           134,097,750
      Fixed Assets                                    1,759,753
      Intangible Assets                              11,264,248
      Other Assets                                   11,065,956
                                                   ------------
      TOTAL ASSETS                                 $208,867,410

LIABILITIES
      Deposits                                     $135,603,591
      Fed Funds                                      13,987,126
      Treasury Demand Notes                                   0
      Trading Liabilities                               186,413
      Other Borrowed Money                           24,865,833
      Acceptances                                        60,785
      Subordinated Notes and Debentures               6,606,929
      Other Liabilities                               6,323,045
                                                   ------------
      TOTAL LIABILITIES                            $187,633,722

EQUITY
      Minority Interest in Subsidiaries            $  1,025,113
      Common and Preferred Stock                         18,200
      Surplus                                        11,804,040
      Undivided Profits                               8,386,335
                                                   ------------
           TOTAL EQUITY CAPITAL                    $ 21,233,688

TOTAL LIABILITIES AND EQUITY CAPITAL               $208,867,410


To the best of the undersigned's determination, as of the date hereof, the above
financial information is true and correct.

U.S. BANK NATIONAL ASSOCIATION

By: /s/Susan Freedman
    ------------------------
      Susan Freedman
      Vice President

Date:  May 8, 2006

                                       5

                                                                    EXHIBIT 25.4

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                           --------------------------

                                    FORM T-1

                         STATEMENT OF ELIGIBILITY UNDER
                      THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE
               Check if an Application to Determine Eligibility of
                     a Trustee Pursuant to Section 305(b)(2)

             -------------------------------------------------------

                         U.S. BANK NATIONAL ASSOCIATION
              (Exact name of Trustee as specified in its charter)

                                   31-0841368
                       I.R.S. Employer Identification No.

            800 Nicollet Mall
         Minneapolis, Minnesota                                         55402
- ---------------------------------------                               ---------
(Address of principal executive offices)                              (Zip Code)

                                 Susan Freedman
                         U.S. Bank National Association
                               One Federal Street
                                Boston, MA 02110
                                 (617) 603-6562
            (Name, address and telephone number of agent for service)

                             Amkor Technology, Inc.
                     (Issuer with respect to the Securities)

             Delaware                                      23-1722724
- ---------------------------------------     -----------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

      1900 South Price Road
            Chandler, AZ                                      85248
- ---------------------------------------                     ---------
(Address of Principal Executive Offices)                    (Zip Code)

                          SUBORDINATED DEBT SECURITIES
                       (TITLE OF THE INDENTURE SECURITIES)

================================================================================



                                    FORM T-1

ITEM 1. GENERAL INFORMATION. Furnish the following information as to the
      Trustee.

      a)    Name and address of each examining or supervising authority to which
            it is subject.

                 Comptroller of the Currency
                 Washington, D.C.

      b)    Whether it is authorized to exercise corporate trust powers.

                 Yes

ITEM 2. AFFILIATIONS WITH OBLIGOR.  If the obligor is an affiliate of the
      Trustee, describe each such affiliation.

            None

ITEMS 3-15 Items 3-15 are not applicable because to the best of the Trustee's
           knowledge, the obligor is not in default under any Indenture for
           which the Trustee acts as Trustee.

ITEM 16. LIST OF EXHIBITS:  List below all exhibits filed as a part of this
      statement of eligibility and qualification.

      1.    A copy of the Articles of Association of the Trustee.*

      2.    A copy of the certificate of authority of the Trustee to commence
            business.*

      3.    A copy of the certificate of authority of the Trustee to exercise
            corporate trust powers.*

      4.    A copy of the existing bylaws of the Trustee.*

      5.    A copy of each Indenture referred to in Item 4. Not applicable.

      6.    The consent of the Trustee required by Section 321(b) of the Trust
            Indenture Act of 1939, attached as Exhibit 6.

      7.    Report of Condition of the Trustee as of March 31, 2004, published
            pursuant to law or the requirements of its supervising or examining
            authority, attached as Exhibit 7.

* Incorporated by reference to Registration Number 333-67188.

                                       2



                                      NOTE

      The answers to this statement insofar as such answers relate to what
persons have been underwriters for any securities of the obligors within three
years prior to the date of filing this statement, or what persons are owners of
10% or more of the voting securities of the obligors, or affiliates, are based
upon information furnished to the Trustee by the obligors. While the Trustee has
no reason to doubt the accuracy of any such information, it cannot accept any
responsibility therefor.

                                    SIGNATURE

      Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of Boston,
Commonwealth of Massachusetts on the 5th of May, 2006.

                                              U.S. BANK NATIONAL ASSOCIATION

                                              By: /s/ Susan Freedman
                                                  ----------------------------
                                                  Susan Freedman
                                                  Vice President

By: /s/ Marie A. Hattinger
    --------------------------
    Marie A. Hattinger
    Vice President

                                        3



                                    EXHIBIT 6

                                     CONSENT

      In accordance with Section 321(b) of the Trust Indenture Act of 1939, the
undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of
examination of the undersigned by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.

Dated:  May 8, 2006

                                             U.S. BANK NATIONAL ASSOCIATION

                                             By: /s/ Susan Freedman
                                                 -------------------------------
                                                 Susan Freedman
                                                 Vice President

By:  /s/ Marie A. Hattinger
     ------------------------
     Marie A. Hattinger
     Vice President

                                       4



                                    EXHIBIT 7

                         U.S. BANK NATIONAL ASSOCIATION
                        STATEMENT OF FINANCIAL CONDITION
                                AS OF 12/31/2005

                                    ($000'S)



                                                   12/31/2005
                                                   ------------
                                                
ASSETS
      Cash and Due  From Depository Institutions   $  8,000,884
      Securities                                     39,572,460
      Federal Funds                                   3,106,359
      Loans & Lease Financing Receivables           134,097,750
      Fixed Assets                                    1,759,753
      Intangible Assets                              11,264,248
      Other Assets                                   11,065,956
                                                   ------------
      TOTAL ASSETS                                 $208,867,410

LIABILITIES
      Deposits                                     $135,603,591
      Fed Funds                                      13,987,126
      Treasury Demand Notes                                   0
      Trading Liabilities                               186,413
      Other Borrowed Money                           24,865,833
      Acceptances                                        60,785
      Subordinated Notes and Debentures               6,606,929
      Other Liabilities                               6,323,045
                                                   ------------
      TOTAL LIABILITIES                            $187,633,722

EQUITY
      Minority Interest in Subsidiaries            $  1,025,113
      Common and Preferred Stock                         18,200
      Surplus                                        11,804,040
      Undivided Profits                               8,386,335
                                                   ------------
           TOTAL EQUITY CAPITAL                    $ 21,233,688

TOTAL LIABILITIES AND EQUITY CAPITAL               $208,867,410


To the best of the undersigned's determination, as of the date hereof, the above
financial information is true and correct.

U.S. BANK NATIONAL ASSOCIATION

By: /s/Susan Freedman
    ----------------------------
      Susan Freedman
      Vice President

Date: May 8, 2006

                                       5