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                                                                     EXHIBIT 1.1

                              AMKOR TECHNOLOGY INC.

                                  $400,000,000

                           9.25% Senior Notes Due 2016

                             Underwriting Agreement

                                                              New York, New York
                                                                    May 11, 2006

Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

            Amkor Technology Inc., a corporation organized under the laws of
Delaware (the "Company"), proposes to sell to you (the "Underwriter" or the
"Representative") $400,000,000 principal amount of its 9.25% Senior Notes Due
2016 (the "Notes"), to be issued under an indenture (the "Indenture") dated as
of May 26, 2006, between the Company and U.S. Bank National Association, as
trustee (the "Trustee"). The Notes will be guaranteed (collectively, the
"Guarantees") by each of the subsidiary guarantors named in Schedule III hereto
(the "Notes Guarantors"). The Notes and the Guarantees are collectively referred
to herein as the "Securities." This Agreement, the Indenture, the Notes and the
Guarantees are collectively the "Transaction Documents." Any reference herein to
the Registration Statement, the Base Prospectus, any Preliminary Prospectus or
the Final Prospectus shall be deemed to refer to and include the documents
incorporated by reference therein pursuant to Item 12 of Form S-3 which were
filed under the Exchange Act on or before the Effective Date of the Registration
Statement or the issue date of the Base Prospectus, any Preliminary Prospectus
or the Final Prospectus, as the case may be; and any reference herein to the
terms "amend," "amendment" or "supplement" with respect to the Registration
Statement, the Base Prospectus, any Preliminary Prospectus or the Final
Prospectus shall be deemed to refer to and include the filing of any document
under the Exchange Act after the Effective Date of the Registration Statement or
the issue date of the Base Prospectus, any Preliminary Prospectus or the Final
Prospectus, as the case may be, deemed to be incorporated therein by reference.
Certain terms used herein are defined in Section 19 hereof.

            1. Representations and Warranties. The Company represents and
warrants to, and agrees with, the Underwriter as set forth below in this
Section 1.

            (a) The Company meets the requirements for use of Form S-3 under the
      Act and has prepared and filed with the Commission an automatic shelf
      registration statement, as defined in Rule 405 (file number 333-133953) on



      Form S-3, including a related Base Prospectus, for registration under the
      Act of the offering and sale of the Securities. Such Registration
      Statement, including any amendments thereto filed prior to the Execution
      Time, became effective upon filing. The Company may have filed with the
      Commission, as part of an amendment to the Registration Statement or
      pursuant to Rule 424(b), one or more preliminary prospectus supplements
      relating to the Securities, each of which has previously been furnished to
      you. The Company will file with the Commission a final prospectus
      supplement relating to the Securities in accordance with Rule 424(b). As
      filed, such final prospectus supplement shall contain all information
      required by the Act and the rules thereunder, and, except to the extent
      the Representative shall agree in writing to a modification, shall be in
      all substantive respects in the form furnished to you prior to the
      Execution Time or, to the extent not completed at the Execution Time,
      shall contain only such specific additional information and other changes
      (beyond that contained in the Base Prospectus and any Preliminary
      Prospectus) as the Company has advised you, prior to the Execution Time,
      will be included or made therein. The Registration Statement, at the
      Execution Time, meets the requirements set forth in Rule 415(a)(1)(x).

            (b) On each Effective Date, the Registration Statement did, and when
      the Final Prospectus is first filed in accordance with Rule 424(b) and on
      the Closing Date (as defined herein), the Final Prospectus (and any
      supplement thereto) will, comply in all material respects with the
      applicable requirements of the Act, the Exchange Act and the Trust
      Indenture Act and the respective rules thereunder; on each Effective Date
      and at the Execution Time, the Registration Statement did not and will not
      contain any untrue statement of a material fact or omit to state any
      material fact required to be stated therein or necessary in order to make
      the statements therein not misleading; on the Effective Date the form of
      Indenture did, and on the Closing Date the Indenture will, comply in all
      material respects with the applicable requirements of the Trust Indenture
      Act and the rules thereunder; and on the date of any filing pursuant to
      Rule 424(b) and on the Closing Date, the Final Prospectus (together with
      any supplement thereto) will not include any untrue statement of a
      material fact or omit to state a material fact necessary in order to make
      the statements therein, in the light of the circumstances under which they
      were made, not misleading; provided, however, that the Company makes no
      representations or warranties as to (i) that part of the Registration
      Statement which shall constitute the Statement of Eligibility and
      Qualification (Form T-1) under the Trust Indenture Act of the Trustee or
      (ii) the information contained in or omitted from the Registration
      Statement or the Final Prospectus (or any supplement thereto) in reliance
      upon and in conformity with information furnished in writing to the
      Company by or on behalf of the Underwriter through the Representative
      specifically for inclusion in the Registration Statement or the Final
      Prospectus (or any supplement thereto), it being understood and agreed
      that the only such information furnished by or on behalf of the
      Underwriter consists of the information described as such in Section 8
      hereof.

                                                                               2


            (c) (i) The Disclosure Package and the final term sheet prepared and
      filed pursuant to Section 5(b) hereto, when taken together as a whole and
      (ii) each electronic roadshow when taken together as a whole with the
      Disclosure Package and the final term sheet prepared and filed pursuant to
      Section 5(b) hereto, do not contain any untrue statement of a material
      fact or omit to state any material fact necessary in order to make the
      statements therein, in the light of the circumstances under which they
      were made, not misleading. The preceding sentence does not apply to
      statements in or omissions from the Disclosure Package based upon and in
      conformity with written information furnished to the Company by the
      Underwriter through the Representative specifically for use therein, it
      being understood and agreed that the only such information furnished by or
      on behalf of the Underwriter consists of the information described as such
      in Section 8 hereof.

            (d) (i) At the time of filing the Registration Statement, (ii) at
      the time of the most recent amendment thereto for the purposes of
      complying with Section 10(a)(3) of the Act (whether such amendment was by
      post-effective amendment, incorporated report filed pursuant to Sections
      13 or 15(d) of the Exchange Act or form of prospectus), (iii) at the time
      the Company or any person acting on its behalf (within the meaning, for
      this clause only, of Rule 163(c)) made any offer relating to the
      Securities in reliance on the exemption in Rule 163, and (iv) at the
      Execution Time (with such date being used as the determination date for
      purposes of this clause (iv)), the Company was or is (as the case may be)
      a Well-known Seasoned Issuer. The Company agrees to pay the fees required
      by the Commission relating to the Securities within the time required by
      Rule 456(b)(1) without regard to the proviso therein and otherwise in
      accordance with Rules 456(b) and 457(r).

            (e) At the earliest time after the filing of the Registration
      Statement that the Company or another offering participant made a bona
      fide offer (within the meaning of Rule 164(h)(2)) of the Securities, the
      Company was not and is not an Ineligible Issuer (as defined in Rule 405),
      without taking account of any determination by the Commission pursuant to
      Rule 405 that it is not necessary that the Company be considered an
      Ineligible Issuer.

            (f) Each Issuer Free Writing Prospectus and the final term sheet
      prepared and filed pursuant to Section 5(b) hereto does not include any
      information that conflicts with the information contained in the
      Registration Statement, including any document incorporated therein and
      any prospectus supplement deemed to be a part thereof that has not been
      superseded or modified. The foregoing sentence does not apply to
      statements in or omissions from any Issuer Free Writing Prospectus based
      upon and in conformity with written information furnished to the Company
      by the Underwriter through the Representative specifically for use
      therein, it being understood and agreed that the only such information
      furnished by or on behalf of the Underwriter consists of the information
      described as such in Section 8 hereof.

                                                                               3


            (g) The Company and each of its Subsidiaries (as defined below),
      have been duly incorporated or organized and are validly existing as
      corporations, limited liability companies or partnerships, as the case may
      be, in good standing under the laws of their respective jurisdictions of
      incorporation or organization, have all power and authority necessary to
      own or hold their respective properties and to conduct the businesses in
      which they are engaged, and are duly qualified to do business and are in
      good standing as foreign corporations, limited liability companies or
      partnerships, as the case may be, in each jurisdiction in which their
      respective ownership or lease of property or the conduct of their
      respective businesses requires such qualification, except where the
      failure to so qualify could not reasonably be expected to have,
      individually or in the aggregate, a material adverse effect on the
      condition (financial or otherwise), results of operations, business or
      prospects of the Company and its Subsidiaries taken as a whole (a
      "Material Adverse Effect"), and no proceeding has been instituted in any
      such jurisdiction, revoking, limiting or curtailing, or seeking to revoke,
      limit or curtail, such power and authority or qualification, except such
      proceedings which, if successful, could not reasonably be expected to
      have, individually or in the aggregate, a Material Adverse Effect. The
      Company owns at least 50% of the outstanding capital stock or partnership
      interests (in each case measured by voting power or economic interest),
      directly or indirectly, of only the corporations, associations,
      partnerships or other entities listed on Schedule IV hereto (each a
      "Subsidiary" and, collectively, the "Subsidiaries") of which Guardian
      Assets, Inc., Amkor International Holdings, P-Four, Amkor Worldwide
      Services, Unitive, Inc. and Unitive Electronics, Inc. are the only
      subsidiaries of the Company that are incorporated or organized under the
      laws of any state of the United States (Guardian Assets, Inc., Amkor
      International Holdings, P-Four, Amkor Worldwide Services, Unitive, Inc.
      and Unitive Electronics, Inc., each a "U.S. Subsidiary" and collectively
      the "U.S. Subsidiaries.")

            (h) The Company's authorized equity capitalization is as set forth
      in the Disclosure Package and the Final Prospectus; the capital stock of
      the Company conforms in all material respects to the description thereof
      contained in the Disclosure Package and the Final Prospectus; the
      outstanding shares of Common Stock have been duly and validly authorized
      and issued and are fully paid and nonassessable.

            (i) All the outstanding shares of capital stock of each Subsidiary
      have been duly authorized and validly issued, are fully paid and
      nonassessable and, except for directors' or similar qualifying shares and
      except that the Company owns, directly or indirectly, 96.2% of the capital
      stock of Amkor Technology Taiwan Ltd. and 99.86% of the capital stock of
      Unitive Semiconductor Taiwan Corp., are owned by the Company directly or
      indirectly through one or more wholly owned Subsidiaries free and clear of
      any claim, lien, encumbrance, security interest, restriction upon voting
      or transfer or any other claim of any third party.

                                                                               4


            (j) Each of the Company and the Notes Guarantors has full right,
      power and authority to execute and deliver the Transaction Documents to
      which it is a party and to perform its respective obligations hereunder
      and thereunder; all corporate action required to be taken by the Company
      for the due and proper authorization, execution and delivery of each of
      the Transaction Documents, and the consummation of the transactions
      contemplated hereby and thereby have been duly and validly taken.

            (k) The Indenture, when duly executed by the proper officers of the
      Company and delivered by the Company, assuming due authorization,
      execution and delivery thereof by the Trustee, will constitute a valid and
      binding agreement of the Company enforceable against the Company in
      accordance with its terms, subject to the effects of bankruptcy,
      insolvency, fraudulent conveyance, reorganization, moratorium and other
      similar laws relating to or affecting creditors' rights generally, general
      equitable principles (whether considered in a proceeding in equity or at
      law) and an implied covenant of good faith and fair dealing. The
      Disclosure Package and Final Prospectus contain a fair summary of the
      principal terms of the Indenture. On the Closing Date, the Indenture will
      conform in all material respects to the requirements of the Trust
      Indenture Act and the rules and regulations applicable to an indenture
      which is qualified thereunder.

            (l) The Notes, when duly executed, authenticated, issued and
      delivered as provided in the Indenture, and upon payment and delivery in
      accordance with this Agreement, will be duly and validly issued and
      outstanding and will constitute valid and binding obligations of the
      Company entitled to the benefits of the Indenture applicable thereto and
      enforceable in accordance with their terms, subject to the effects of
      bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
      and other similar laws relating to or affecting creditors' rights
      generally, general equitable principles (whether considered in a
      proceeding in equity or at law) and an implied covenant of good faith and
      fair dealing. The Disclosure Package and Final Prospectus contain a fair
      summary of the principal terms of the Notes.

            (m) This Agreement has been duly authorized, validly executed and
      delivered by the Company.

            (n) Each of the Guarantees, when duly executed by the applicable
      Notes Guarantor, will constitute a valid and binding agreement of the
      applicable Notes Guarantor enforceable against the Notes Guarantor in
      accordance with its terms, subject to the effects of bankruptcy,
      insolvency, fraudulent conveyance, reorganization, moratorium and other
      similar laws relating to or affecting creditors' rights generally, general
      equitable principles (whether considered in a proceeding in equity or at
      law) and an implied covenant of good faith and fair dealing. The
      Disclosure Package and Final Prospectus contains a fair summary of the
      principal terms of the Guarantees.

                                                                               5


            (o) There is no franchise, lease, contract, agreement or document
      required by the Act to be described in the Disclosure Package and the
      Final Prospectus, or documents identified therein, or to be filed as an
      exhibit thereto, which is not described or filed therein as required; and
      all descriptions of any such franchises, leases, contracts, agreements or
      documents contained in the documents identified in the Disclosure Package
      and Final Prospectus under the heading "Where You Can Find More
      Information" (the "Incorporated Documents") and/or the Disclosure Package
      and Final Prospectus, to the extent such franchises, leases, contracts,
      agreements or documents are described therein, are accurate and complete
      descriptions of such documents in all material respects.

            (p) Neither the Company nor any of its Subsidiaries is or, after
      giving effect to the offering and sale of the Notes and the application of
      the proceeds thereof as described in the Disclosure Package and the Final
      Prospectus, will become, an "investment company" within the meaning of the
      Investment Company Act of 1940, as amended, and the rules and regulations
      of the Commission thereunder.

            (q) No consent, approval, authorization, filing with or order of any
      court or governmental agency or body is required for the execution,
      delivery and performance of the Transaction Documents by the Company or
      any Notes Gurantor and the consummation of the transactions contemplated
      thereby, except such as have been obtained under the Act and such as may
      be required under the blue sky laws of any jurisdiction in connection with
      the purchase and distribution of the Notes by the Underwriter in the
      manner contemplated herein and in the Disclosure Package and Final
      Prospectus.

            (r) None of the issuance and sale of the Notes by the Company, the
      issuance of the Guarantees by the Notes Guarantors, the performance of the
      Company's and the Notes Guarantors' obligations under the Transaction
      Documents or the fulfillment of the terms hereof or thereof will conflict
      with, result in a breach or violation of, or constitute a default under,
      or result in the imposition of any lien, charge or encumbrance upon any
      property or assets of the Company or any of its Subsidiaries pursuant to,
      (i) the charter or by-laws of the Company or any of its Subsidiaries, (ii)
      the terms or provisions of any indenture, mortgage, deed of trust, loan
      agreement or other agreement or instrument to which the Company or any of
      its Subsidiaries is a party or by which the Company or any of its
      Subsidiaries is bound or to which any of the property or assets of the
      Company or any of its Subsidiaries is subject, or (iii) any statute, law,
      rule, regulation, judgment, order or decree applicable to the Company or
      any of its Subsidiaries of any court or governmental agency or body having
      jurisdiction over the Company or any of its Subsidiaries or any of their
      properties or assets, except, in the case of clauses (ii) and (iii) only,
      any conflicts, breaches or violations which, individually or in the
      aggregate, would not be reasonably expected to have a Material Adverse
      Effect.

                                                                               6


            (s) Except as disclosed in the Disclosure Package and Final
      Prospective, no action, suit or proceeding by or before any court or
      governmental agency, authority or body or any arbitrator involving the
      Company or any of its Subsidiaries or its or their property or assets is
      pending or, to the best of the Company's knowledge, threatened that could
      reasonably be expected to have, individually or in the aggregate, a
      material adverse effect on the Company's or the Notes Guarantors'
      performance of their respective obligations under the Transaction
      Documents or the consummation of any of the transactions contemplated
      hereby or thereby or a Material Adverse Effect.

            (t) The Company and each of its Subsidiaries owns or leases all such
      properties as are necessary to the conduct of its operations as presently
      conducted, in each case free and clear of all liens, encumbrances, claims
      and defects that would be reasonably expected to result in a Material
      Adverse Effect.

            (u) Neither the Company nor any of its Subsidiaries (i) is in
      violation of its charter or by-laws, (ii) is in default in any respect,
      and no event has occurred and is continuing which, with notice or lapse of
      time or both, would constitute such a default, in the due performance or
      observance of any term, covenant or condition contained in any indenture,
      mortgage, deed of trust, loan agreement or other agreement or instrument
      to which it is a party or by which it is bound or to which any of its
      property or assets is subject, (iii) is in violation in any respect of any
      statute, law, rule, regulation, judgment order or decree of any court,
      governmental body, arbitrator or other authority having jurisdiction over
      the Company, any such Subsidiary or any of their respective properties or
      assets, or (iv) is in non-compliance with any term or condition of, or has
      failed to obtain and maintain in effect, any license, certificate,
      authorization or permit required for the ownership or lease of its
      property or the conduct of its business, except, in the case of clauses
      (ii), (iii) and (iv), any violations, defaults, non-compliance or failures
      which, individually or in the aggregate, would not reasonably be expected
      to have a Material Adverse Effect.

            (v) PricewaterhouseCoopers LLP ("PWC"), who has expressed its
      opinion on the audited consolidated financial statements of the Company
      and related schedules included or incorporated by reference in the
      Preliminary Prospectus, the Final Prospectus and the Registration
      Statement is an independent registered public accounting firm with respect
      to the Company and its Subsidiaries as required by the Act.

            (w) The historical consolidated financial statements of the Company
      and its Subsidiaries included or incorporated by reference in the
      Preliminary Prospectus, the Prospectus and the Registration Statement
      present fairly in all material respects the financial condition, results
      of operations and cash flows of the Company and its Subsidiaries, on a
      consolidated basis, as of the dates and for the periods indicated, comply
      as to form with the accounting requirements of the Act and have been
      prepared in conformity with generally accepted accounting

                                                                               7


      principles applied on a consistent basis throughout the periods involved
      (except as otherwise noted therein). The summary financial data set forth
      under the caption "Summary Financial Information" in the Preliminary
      Prospectus and the Final Prospectus fairly present, on the basis stated in
      the Preliminary Prospectus and the Final Prospectus, the information
      included therein. The other financial and statistical information and data
      included or incorporated by reference in the Disclosure Package and the
      Final Prospectus are, in all material respects, fairly presented.

            (x) To the best of the Company's knowledge, there are no transfer
      taxes or other similar fees or charges under Federal law or the laws of
      any state, or any political subdivision thereof, required to be paid in
      connection with the execution and delivery of this Agreement or the
      issuance or sale by the Company of the Notes.

            (y) Neither the Company nor any of its Subsidiaries has been or is
      in violation of any federal or state or foreign law or regulation relating
      to occupational safety and health or to the storage, handling or
      transportation of hazardous or toxic materials, and the Company and its
      Subsidiaries have received all permits, licenses or other approvals
      required of them under applicable federal and state and foreign
      occupational safety and health and environmental laws and regulations to
      conduct their respective businesses, and the Company and each of its
      Subsidiaries is in compliance with all terms and conditions of any such
      permit, license or approval, except any such violation of law or
      regulation, failure to receive required permits, licenses or other
      approvals or failure to comply with the terms and conditions of such
      permits, licenses or approvals which could reasonably be expected to,
      individually or in the aggregate, have a Material Adverse Effect.

            (z) The Company and its Subsidiaries each (i) have filed all
      federal, state, local and foreign income and franchise tax returns that
      are required to be filed or have requested extensions thereof (except in
      any case in which the failure so to file would not have a Material Adverse
      Effect), (ii) have paid all federal, state, local and foreign taxes shown
      as payable on such returns, to the extent that any of the foregoing is due
      and payable, except for any such tax that is currently being contested in
      good faith or as would not have a Material Adverse Effect, and (iii) do
      not have any tax deficiency or claims outstanding or assessed or, to the
      best of the Company's knowledge, proposed against it which could
      reasonably be expected to have a Material Adverse Effect.

            (aa) No labor dispute with the employees of the Company or any of
      its Subsidiaries exists or, to the best of the Company's knowledge, is
      threatened, that could reasonably be expected to have a Material Adverse
      Effect.

            (bb) The Company and each of its Subsidiaries are insured by
      insurers of recognized financial responsibility against such losses and
      risks and in such

                                                                               8


      amounts as are prudent for the businesses in which they are engaged; and
      neither the Company nor any such Subsidiary has any reason to believe that
      it will not be able to renew its existing insurance coverage as and when
      such coverage expires or to obtain similar coverage from similar insurers
      as may be necessary to continue its business at a cost that would not have
      a Material Adverse Effect, except as described in or contemplated in the
      Disclosure Package and the Final Prospectus (exclusive of any supplement
      thereto).

            (cc) No Subsidiary (excluding Amkor Iwate Company, Ltd., (K.K.)) is
      currently prohibited, directly or indirectly, from paying any dividends to
      the Company, from making any other distribution on such Subsidiary's
      capital stock, from repaying to the Company any loans or advances to such
      Subsidiary from the Company or from transferring any of such Subsidiary's
      property or assets to the Company or any other Subsidiary, except as
      described in or contemplated by the Disclosure Package and the Final
      Prospectus (exclusive of any supplement thereto) or as otherwise permitted
      under the Indenture.

            (dd) The Company and each of its Subsidiaries maintain a system of
      internal accounting controls sufficient to provide reasonable assurances
      that (i) transactions are executed in accordance with management's general
      or specific authorization; (ii) transactions are recorded as necessary to
      permit preparation of financial statements in conformity with generally
      accepted accounting principles and to maintain accountability for assets;
      (iii) access to assets is permitted only in accordance with management's
      general or specific authorization; and (iv) the recorded accountability
      for assets is compared with the existing assets at reasonable intervals
      and appropriate action is taken with respect to any differences.

            (ee) The Company and the Company's directors and officers, in their
      capacities as such, are in compliance in all material respects with the
      currently effective and currently applicable provisions of the
      Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in
      connection therewith (the "Sarbanes Oxley Act"), including Section 402
      related to loans and Sections 302 and 906 related to certifications.

            (ff) The Company and each of its Subsidiaries owns or has obtained
      licenses for the patents, patent applications, trade and service marks,
      trade secrets and other intellectual properties referenced or described in
      the Disclosure Package and Final Prospectus as being owned by or licensed
      to them (collectively, the "Intellectual Property") and (i) to the best of
      the Company's knowledge, there are no rights of third parties to any such
      Intellectual Property owned by the Company or any of its Subsidiaries;
      (ii) to the best of the Company's knowledge, there is no material
      infringement by third parties of any such Intellectual Property; (iii)
      there is no pending or, to the best of the Company's knowledge, threatened
      action, suit, proceeding or claim by others challenging the rights of the
      Company or any of its Subsidiaries in or to any such Intellectual
      Property, and the Company is unaware

                                                                               9


      of any facts which would form a reasonable basis for any such claim; (iv)
      there is no pending or, to the best of the Company's knowledge, threatened
      action, suit, proceeding or claim by others challenging the validity or
      scope of any such Intellectual Property; (v) there is no pending or, to
      the best of the Company's knowledge, threatened action, suit, proceeding
      or claim by others that the Company or any of its Subsidiaries infringes
      or otherwise violates any patent, trademark, copyright, trade secret or
      other proprietary rights of others; (vi) to the best of the Company's
      knowledge, there is no U.S. patent or published U.S. patent application
      which contains claims that dominate or may dominate any Intellectual
      Property described in the Disclosure Package and the Final Prospectus as
      being owned by or licensed to the Company or any of its Subsidiaries that
      interferes with the issued or pending claims of any such Intellectual
      Property; and (vii) there is no prior art of which the Company is aware
      that may render any U.S. patent held by the Company or any of its
      Subsidiaries invalid or any U.S. patent application held by the Company or
      any of its Subsidiaries unpatentable which has not been disclosed to the
      U.S. Patent and Trademark Office, in each case of clauses (i) through
      (vii) that could reasonably be expected to result in a Material Adverse
      Effect. Each of the Company and its Subsidiaries owns or could obtain the
      Intellectual Property or has the rights to the Intellectual Property that
      is necessary to conduct the Company's business as described in the
      Disclosure Package and the Final Prospectus.

            (gg) The Company is subject to and in full compliance with the
      reporting requirements of Section 13 or Section 15(d) of the Exchange Act.

            (hh) Neither the Company nor its affiliated purchasers, as defined
      in Rule 100 of Regulation M under the Exchange Act ("Regulation M"),
      either alone or with one or more other persons, (i) has taken, either
      directly or indirectly, any action which was designed to cause or result
      in, stabilization or manipulation of the price of any security of the
      Company ("Subject Securities") in connection with the offering of the
      Notes or (ii) will bid for or purchase any Subject Securities of the
      Company or any other covered securities (within the meaning of Regulation
      M) relating to the Subject Securities (together with the Subject
      Securities, "Covered Securities"), or attempt to induce any person to bid
      for or purchase any Covered Securities, in either case, for the purpose of
      creating actual or apparent active trading in, or raising the price of the
      Notes.

            (ii) There are no outstanding loans, advances (except normal
      advances for business expenses in the ordinary course of business) or
      guarantees of indebtedness by the Company or any of its Subsidiaries to or
      for the benefit of any of the officers or directors of the Company or any
      of its Subsidiaries or any of the members of the families of any of them,
      which loans, advances or guarantees are required to be, and are not,
      disclosed in the Disclosure Package and the Final Prospectus.

                                                                              10


            (jj) There have not been, and there are not proposed, (i) any
      transactions or agreements between the Company or any of its Subsidiaries
      on the one hand and the officers, directors or stockholders of the Company
      or any of its Subsidiaries on the other hand, or (ii) any transactions or
      agreements between the Company on the one hand and any of its Subsidiaries
      on the other hand, or among any of the Company's Subsidiaries, which
      transactions or agreements are required to be, and are not, disclosed in
      the Disclosure Package and the Final Prospectus.

            (kk) No officer or director of the Company is in breach or violation
      of any employment agreement, non-competition agreement, confidentiality
      agreement or other agreement restricting the nature or scope of employment
      to which such officer or director is a party, other than such breaches or
      violations which could not reasonably be expected to, individually or in
      the aggregate, have a Material Adverse Effect.

            (ll) Neither the Company nor any of its Subsidiaries has sustained,
      since the date of the latest audited financial statements included or
      incorporated by reference in the Prospectus, any material loss or
      interference with its business from fire, explosion, flood or other
      calamity, whether or not covered by insurance, or from any labor dispute
      or court or governmental action, order or decree; and, since such date,
      there has not been any change in the capital stock or long-term debt of
      the Company or any of its Subsidiaries or any development which could
      reasonably be expected to have a Material Adverse Effect, otherwise than
      as set forth or contemplated in the Disclosure Package and the Final
      Prospectus (exclusive of any supplement thereto).

            (mm) No "prohibited transaction" (as defined in Section 406 of the
      Employee Retirement Income Security Act of 1974, as amended, including the
      regulations and published interpretations thereunder ("ERISA"), or Section
      4975 of the Internal Revenue Code of 1986, as amended from time to time
      (the "Code")) or "accumulated funding deficiency" (as defined in Section
      302 of ERISA) or any of the events set forth in Section 4043(b) of ERISA
      (other than events with respect to which the 30-day notice requirement
      under Section 4043 of ERISA has been waived) has occurred with respect to
      any employee benefit plan which could reasonably be expected to have a
      Material Adverse Effect; each employee benefit plan is in compliance in
      all material respects with applicable law, including ERISA and the Code;
      the Company has not incurred and does not expect to incur liability under
      Title IV of ERISA with respect to the termination of, or withdrawal from,
      any "pension plan"; and each "pension plan"(as defined in ERISA) for which
      the Company would have any liability that is intended to be qualified
      under Section 401(a) of the Code is so qualified in all material respects
      and nothing has occurred, whether by action or by failure to act, which
      could cause the loss of such qualification.

            (nn) The minute books of the Company and each of its Subsidiaries
      have been made available to the Representative and counsel for the
      Underwriter,

                                                                              11


      and such books contain a fair summary of all meetings and actions of the
      directors and stockholders of the Company and each of its Subsidiaries
      since the time of its respective incorporation through the date of the
      latest meeting and action.

            (oo) On and immediately after the Closing Date (as defined below),
      the Company (after giving effect to the issuance of the Notes and to the
      other transactions related thereto as described in the Disclosure Package
      and the Final Prospectus) will be Solvent. As used in this paragraph, the
      term "Solvent" means, with respect to a particular date, that on such date
      (i) the present fair market value (or present fair saleable value) of the
      assets of the Company is not less than the total amount required to pay
      the probable liabilities of the Company on its total existing debts and
      liabilities (including contingent liabilities) as they become absolute and
      matured, (ii) the Company is able to realize upon its assets and pay its
      debts and other liabilities, contingent obligations and commitments as
      they mature and become due in the normal course of business, (iii)
      assuming the sale of the Notes as contemplated by this Agreement and the
      Disclosure Package and the Final Prospectus, the Company is not incurring
      debts or liabilities beyond its ability to pay as such debts and
      liabilities mature and (iv) the Company is not engaged in any business or
      transaction, and is not about to engage in any business or transaction,
      for which its property would constitute unreasonably small capital after
      giving due consideration to the prevailing practice in the industry in
      which the Company is engaged. In computing the amount of such contingent
      liabilities at any time, it is intended that such liabilities will be
      computed at the amount that, in the light of all the facts and
      circumstances existing at such time, represents the amount that can
      reasonably be expected to become an actual or matured liability.

            (pp) Neither the Company nor any of its Subsidiaries own any "margin
      securities" as that term is defined in Regulations of the Board of
      Governors of the Federal Reserve System (the "Federal Reserve Board"), and
      none of the proceeds of the sale of the Notes will be used, directly or
      indirectly, for the purpose of purchasing or carrying any margin security,
      for the purpose of reducing or retiring any indebtedness which was
      originally incurred to purchase or carry any margin security or for any
      other purpose which might cause any of the Notes to be considered a
      "purpose credit" within the meanings of Regulation T, U or X of the
      Federal Reserve Board.

            (qq) Neither the Company nor any of its Subsidiaries is a party to
      any contract, agreement or understanding with any person that would give
      rise to a valid claim against the Company or the Underwriter for a
      brokerage commission, finder's fee or like payment in connection with the
      offering and sale of the Notes.

            (rr) No forward-looking statement (within the meaning of Section 27A
      of the Act and Section 21E of the Exchange Act) contained in the
      Disclosure Package and the Final Prospectus has been made for which the
      Company's management did not have a reasonable basis.

                                                                              12


            (ss) Neither the Company nor any of its Subsidiaries nor, to the
      best of the Company's knowledge, any employee or agent of the Company of
      any of its Subsidiaries, has made any contribution or other payment to any
      official of, or candidate for, any federal, state or foreign office in
      violation of any law which could reasonably be expected to have a Material
      Adverse Effect.

            (tt) The operations of the Company and its Subsidiaries are and have
      been conducted at all times in compliance with applicable financial
      recordkeeping and reporting requirements of the Currency and Foreign
      Transactions Reporting Act of 1970, as amended, the money laundering
      statutes of all jurisdictions, the rules and regulations thereunder and
      any related or similar rules, regulations or guidelines, issued,
      administered or enforced by any governmental agency (collectively, the
      "Money Laundering Laws") and no action, suit or proceeding by or before
      any court or governmental agency, authority or body or any arbitrator
      involving the Company or any of its subsidiaries with respect to the Money
      Laundering Laws is pending or, to the best knowledge of the Company,
      threatened.

            (uu) Neither the Company nor any of its Subsidiaries nor, to the
      knowledge of the Company, any director, officer, agent, employee or
      affiliate of the Company or any of its subsidiaries is currently subject
      to any U.S. sanctions administered by the Office of Foreign Assets Control
      of the U.S. Treasury Department ("OFAC"); and the Company will not
      directly or indirectly use the proceeds of the offering, or lend,
      contribute or otherwise make available such proceeds to any subsidiary,
      joint venture partner or other person or entity, for the purpose of
      financing the activities of any person currently subject to any U.S.
      sanctions administered by OFAC.

            (vv) Except as disclosed in the Disclosure Package and the Final
      Prospectus, the Company (i) does not have any material lending or other
      relationship with any bank or lending affiliate of the Underwriter and
      (ii) does not intend to use any of the proceeds from the sale of the Notes
      hereunder to repay any outstanding debt owed to any affiliate of the
      Underwriter (provided no representation is made with respect to notes that
      may be purchased in the concurrent tender offer described in the
      Disclosure Package and Final Prospectus).

            Any certificate signed by any officer of the Company and delivered
to the Representative or counsel for the Underwriter in connection with the
offering of the Securities shall be deemed a representation and warranty by the
Company, as to matters covered thereby, to the Underwriter.

            2. Purchase and Sale. Subject to the terms and conditions and in
reliance upon the representations and warranties herein set forth, the Company
agrees to sell to the Underwriter, and the Underwriter agrees to purchase from
the Company, at the

                                                                              13


purchase price set forth in Schedule I hereto the principal amount of the Notes
set forth opposite the Underwriter's name in Schedule I hereto.

            3. Delivery and Payment. Delivery of and payment for the Securities
shall be made at 10:00 AM, New York City time, on the date set forth in Schedule
I hereto, or at such time on such later date not more than three Business Days
after the foregoing date as the Representative shall designate, which date and
time may be postponed by agreement between the Representative and the Company
(such date and time of delivery and payment for the Securities being herein
called the "Closing Date"). Delivery of the Securities shall be made to the
Representative for the account of the Underwriter against payment by the
Underwriter of the purchase price thereof to or upon the order of the Company by
wire transfer payable in same-day funds to an account specified by the Company.
Delivery of the Securities shall be made through the facilities of The
Depository Trust Company unless the Representative shall otherwise instruct.

            4. Offering by Underwriter. It is understood that the Underwriter
proposes to offer the Notes for sale to the public as set forth in the Final
Prospectus.

            5. Agreements. The Company agrees with the Underwriter that:

            (a) Prior to the termination of the offering of the Securities, the
      Company will not file any amendment of the Registration Statement or
      supplement (including the Final Prospectus or any Preliminary Prospectus)
      to the Base Prospectus unless the Company has furnished you a copy for
      your review prior to filing and will not file any such proposed amendment
      or supplement to which you reasonably object unless. The Company will
      cause the Final Prospectus, properly completed, and any supplement thereto
      to be filed in a form reasonably approved by the Representative with the
      Commission pursuant to the applicable paragraph of Rule 424(b) within the
      time period prescribed and will provide evidence satisfactory to the
      Representative of such timely filing. At any time when the Final
      Prospectus relating to the Securities is required to be delivered under
      the Act (including in circumstances where such requirement may be
      satisfied pursuant to Rule 172), the Company will promptly advise the
      Representative (i) when the Final Prospectus, and any supplement thereto,
      shall have been filed (if required) with the Commission pursuant to Rule
      424(b), (ii) when, prior to termination of the offering of the Securities,
      any amendment to the Registration Statement shall have been filed or
      become effective, (iii) of any request by the Commission or its staff for
      any amendment of the Registration Statement, or any Rule 462(b)
      Registration Statement, or for any supplement to the Final Prospectus or
      for any additional information, (iv) of the issuance by the Commission of
      any stop order suspending the effectiveness of the Registration Statement
      or of any notice objecting to its use or the institution or threatening of
      any proceeding for that purpose and (v) of the receipt by the Company of
      any notification with respect to the suspension of the qualification of
      the Securities for sale in any jurisdiction or the institution or
      threatening of any proceeding for such purpose. The Company will use its
      best efforts to prevent the issuance of any

                                                                              14


      such stop order or the occurrence of any such suspension or objection to
      the use of the Registration Statement and, upon such issuance, occurrence
      or notice of objection, to obtain as soon as possible the withdrawal of
      such stop order or relief from such occurrence or objection, including, if
      necessary, by filing an amendment to the Registration Statement or a new
      registration statement and using its reasonable best efforts if applicable
      to have such amendment or new registration statement declared effective as
      soon as practicable.

            (b) It will prepare a final term sheet, containing solely a
      description of the pricing terms applicable to the Notes and information
      derived therefrom, in a form approved by you and to file such term sheet
      pursuant to Rule 433(d) within the time required by such Rule.

            (c) If, at any time prior to the filing of a final prospectus
      pursuant to Rule 424(b), any event occurs as a result of which the
      Disclosure Package would include any untrue statement of a material fact
      or omit to state any material fact necessary to make the statements
      therein in the light of the circumstances under which they were made at
      such time not misleading, the Company will (i) notify promptly the
      Representative so that any use of the Disclosure Package may cease until
      it is amended or supplemented; (ii) amend or supplement the Disclosure
      Package to correct such statement or omission; and (iii) supply any
      amendment or supplement to you in such quantities as you may reasonably
      request.

            (d) If, at any time when the Final Prospectus relating to the
      Securities is required to be delivered under the Act (including in
      circumstances where such requirement may be satisfied pursuant to Rule
      172), any event occurs as a result of which the Final Prospectus as then
      supplemented would include any untrue statement of a material fact or omit
      to state any material fact necessary to make the statements therein in the
      light of the circumstances under which they were made at such time not
      misleading, or if it shall be necessary to amend the Registration
      Statement, file a new registration statement or supplement the Final
      Prospectus to comply with the Act or the Exchange Act or the respective
      rules thereunder, including in connection with use or delivery of the
      Final Prospectus, the Company promptly will (i) notify the Representative
      of such event, (ii) prepare and file with the Commission, subject to the
      second sentence of paragraph (a) of this Section 5, an amendment or
      supplement or new registration statement which will correct such statement
      or omission or effect such compliance, (iii) if applicable, use its
      reasonable best efforts to have any amendment to the Registration
      Statement or new registration statement declared effective as soon as
      practicable in order to avoid any disruption in use of the Final
      Prospectus and (iv) supply any supplemented Final Prospectus to you in
      such quantities as you may reasonably request.

            (e) As soon as practicable, the Company will make generally
      available to its security holders and to the Representative an earnings
      statement or

                                                                              15


      statements of the Company and its subsidiaries which will satisfy the
      provisions of Section 11(a) of the Act and Rule 158.

            (f) If requested by the Representative, the Company will furnish to
      the Representative and counsel for the Underwriter, without charge, signed
      copies of the Registration Statement (including exhibits thereto) and to
      each other Underwriter a copy of the Registration Statement (without
      exhibits thereto) and, so long as delivery of a prospectus by an
      Underwriter or dealer may be required by the Act (including in
      circumstances where such requirement may be satisfied pursuant to Rule
      172), as many copies of each Preliminary Prospectus, the Final Prospectus
      and each Issuer Free Writing Prospectus and any supplement thereto as the
      Representative may reasonably request. The Company will pay the expenses
      of printing or other production of all documents relating to the offering.

            (g) The Company will arrange, if necessary, for the qualification of
      the Securities for sale under the laws of such jurisdictions as the
      Representative may reasonably designate, will maintain such qualifications
      in effect so long as required for the distribution of the Securities and
      will pay any fee of the National Association of Securities Dealers, Inc.
      in connection with its review of the offering; provided that in no event
      shall the Company be obligated to qualify to do business in any
      jurisdiction where it is not now so qualified or to take any action that
      would subject it to service of process in suits, other than those arising
      out of the offering or sale of the Securities, in any jurisdiction where
      it is not now so subject.

            (h) The Company agrees that, unless it has obtained or will obtain
      the prior written consent of the Representative, and the Underwriter
      agrees with the Company that, unless it has obtained or will obtain, as
      the case may be, the prior written consent of the Company, it has not made
      and will not make any offer relating to the Securities that would
      constitute an Issuer Free Writing Prospectus or that would otherwise
      constitute a "free writing prospectus" (as defined in Rule 405) required
      to be filed by the Company with the Commission or retained by the Company
      under Rule 433, other than the information contained in the final term
      sheet prepared and filed pursuant to Section 5(b) hereto; provided that
      the prior written consent of the parties hereto shall be deemed to have
      been given in respect of the Free Writing Prospectuses included in
      Schedule II hereto. Any such free writing prospectus consented to by the
      Representative or the Company is hereinafter referred to as a "Permitted
      Free Writing Prospectus." The Company agrees that (x) it has treated and
      will treat, as the case may be, each Permitted Free Writing Prospectus as
      an Issuer Free Writing Prospectus and (y) it has complied and will comply,
      as the case may be, with the requirements of Rules 164 and 433 applicable
      to any Permitted Free Writing Prospectus, including in respect of timely
      filing with the Commission, legending and record keeping.

            (i) For a period of 90 days from the date of the Final Prospectus,
      other than with respect to the Securities or the Company's concurrent
      offering of

                                                                              16


      convertible senior subordinated notes described in the Final Prospectus,
      the Company will not, without the prior written consent of Citigroup
      Global Markets Inc., offer, sell, or contract to sell, pledge, or
      otherwise dispose of (or enter into any transaction which is designed to,
      or might reasonably be expected to, result in the disposition (whether by
      actual disposition or effective economic disposition due to cash
      settlement or otherwise) by the Company or any affiliate of the Company or
      any person in privity with the Company or any affiliate of the Company),
      directly or indirectly, including the filing (or participation in the
      filing) of a registration statement with the Commission in respect of, or
      establish or increase a put equivalent position or liquidate or decrease a
      call equivalent position within the meaning of Section 16 of the Exchange
      Act, any debt securities issued or guaranteed by the Company, or publicly
      announce an intention to effect any such transaction.

            (j) The Company will not take, directly or indirectly, any action
      designed to or that would constitute or that might reasonably be expected
      to cause or result in, under the Exchange Act or otherwise, stabilization
      or manipulation of the price of any security of the Company to facilitate
      the sale or resale of the Securities.

            (k) Prior to the Closing Date, the Company will not issue any press
      release or other public communication directly or indirectly or hold any
      press conference with respect to the Company, its condition, financial or
      otherwise, or earnings, business affairs or business prospects (except for
      routine oral marketing communications in the ordinary course of business
      and consistent with the past practices of the Company and of which the
      Representative is notified), without consultation with the Representative,
      unless in the judgment of the Company and its counsel, and after
      notification to the Representative, such press release or public
      communication is required by law.

            (l) The Company will apply the net proceeds from the sale of the
      Notes as set forth in the Disclosure Package and the Final Prospectus
      under the heading "Use of Proceeds".

            (m) In connection with the offering of the Securities, until the
      earlier to occur of (i) the date the Representative shall have notified
      the Company of the completion of the resale of the Notes or (ii) 30 days
      following the Closing Date, the Company will make its officers, employees,
      independent accountants and legal counsel reasonably available upon
      request by the Representative.

            (n) The Company will not take any action prior to the execution and
      delivery of the Indenture which, if taken after such execution and
      delivery, would have violated any of the covenants contained in the
      Indenture.

            (o) The Company agrees with the Representative to pay (a) the costs
      incident to the authorization, issuance, sale, preparation and delivery of
      the Securities to the Underwriter or pursuant to the sale of the

                                                                              17


      Securities to the public as set forth in the Disclosure Package and Final
      Prospectus and any transfer or other taxes payable in that connection; (b)
      the costs incident to the preparation, printing and distribution of any
      Preliminary Prospectus and the Final Prospectus and any amendments and
      exhibits thereto, the costs of printing, reproducing and distributing the
      Transaction Documents and applicable related documents by mail, telex or
      other means of communications; (c) any applicable listing or other fees;
      (d) any fee of the National Association of Securities Dealers, Inc. in
      connection with its review of the offering; (e) all fees and expenses of
      the Trustees or any agent thereof; (f) any fees charged by securities
      rating services for rating the Notes; and (g) all other costs and expenses
      incident to the performance of the obligations of the Company under this
      Agreement (including, without limitation, the fees and expenses of the
      Company's counsel and the Company's independent accountants); provided
      that, except as otherwise provided in this paragraph and in Section 7, the
      Underwriter shall pay its own costs and expenses, including the fees and
      expenses of its counsel.

            6. Conditions to the Obligations of the Underwriter. The obligation
of the Underwriter to purchase the Securities shall be subject to the accuracy
of the representations and warranties on the part of the Company contained
herein as of the Execution Time and the Closing Date, to the accuracy of the
statements of the Company made in any certificates pursuant to the provisions
hereof, to the performance by the Company of its obligations hereunder and to
the following additional conditions:

            (a) The Final Prospectus, and any supplement thereto, have been
      filed in the manner and within the time period required by Rule 424(b);
      the final term sheet contemplated by Section 5(b) hereto, and any other
      material required to be filed by the Company pursuant to Rule 433(d) under
      the Act, shall have been filed with the Commission within the applicable
      time periods prescribed for such filings by Rule 433; and no stop order
      suspending the effectiveness of the Registration Statement or any notice
      objecting to its use shall have been issued and no proceedings for that
      purpose shall have been instituted or threatened.

            (b) All corporate proceedings and other legal matters incident to
      the authorization, form and validity of each of each of the Transaction
      Documents, the Prospectus and all other legal matters relating to this
      Agreement and the transactions contemplated hereby shall be reasonably
      satisfactory in all material respects to counsel for the Underwriter, and
      the Company shall have furnished to such counsel all documents and
      information that they may reasonably request to enable them to pass upon
      such matters.

            (c) The Company shall have requested and caused Wilson Sonsini
      Goodrich & Rosati P.C., counsel for the Company, to have furnished to the
      Representative their opinion, dated the Closing Date and addressed to the
      Representative, to the effect set forth in Annex A-1.

                                                                              18


      Such counsel, or counsel to the Note Guarantors, will also furnish one or
      more opinions, in form and substance reasonably satisfactory, with regard
      to the Notes Guarantors, substantially to the effect set forth in Annex
      A-2 hereto.

            (d) Jerry Allison, Assistant General Counsel of the Company, shall
      have furnished to the Representative such counsel's written opinion, as
      counsel to the Company, addressed to the Representative and dated the
      Closing Date, in form and substance reasonably satisfactory to the
      Representative, to the effect that, except to the extent set forth in the
      Disclosure Package and the Final Prospectus, and except for directors'
      shares which are not material in amount, all the outstanding shares of
      capital stock of each Subsidiary are owned by the Company directly or
      indirectly through one or more wholly owned Subsidiaries, free and clear
      of any claim, lien, encumbrance, security interest, restriction upon
      voting or transfer or any other claim of any third party.

            In rendering such opinion, such counsel may rely as to matters
      involving the application of laws of any jurisdiction other than the
      United States or the corporate laws of the State of Delaware, to the
      extent he deems proper and specifies in such opinion, upon the opinion of
      other counsel of good standing whom he believes to be reliable and who are
      satisfactory to counsel for the Underwriter. Such opinion may also contain
      customary qualifications and limitations. References to the Disclosure
      Package and the Final Prospectus in this paragraph (d) include any
      amendments or supplements thereto at the Closing Date.

            (e) Ortega, Del Castillo, Bacorro, Odulio, Calma & Carbonell Law
      Offices, Philippines counsel for the Company, shall have furnished to the
      Representative such counsel's written opinion, as counsel to the Company,
      addressed to the Representative and dated the Closing Date, in form and
      substance reasonably satisfactory to the Representative, to the effect
      that:

                  (i) each of the Subsidiaries incorporated or organized under
            the laws of the Philippines (the "Philippines Subsidiaries") has
            been duly incorporated and is validly existing as a corporation in
            good standing under the laws of the Philippines, with full corporate
            power and authority to own or hold its properties and to conduct the
            businesses in which it is engaged; and

                  (ii) all the outstanding shares of capital stock of each
            Philippines Subsidiary have been duly authorized and validly issued,
            are fully paid and non assessable and, except such shares of each
            Philippines Subsidiary owned by directors thereof, which shares in
            each case do not exceed 0.1% of the outstanding shares of such
            Subsidiary, are owned by the Company directly or indirectly through
            one or more wholly owned Subsidiaries, free and clear of any claim,
            lien, encumbrance, security

                                                                              19


            interest, restriction upon voting or transfer or any other claim of
            any third party.

            In rendering such opinion, such counsel may rely as to matters of
      fact, to the extent they deem proper on certificates of responsible
      officers of the Company and public officials. Such opinion may also
      contain customary qualifications and limitations.

            (f) Kim & Chang, Korean Counsel for the Company, shall have
      furnished to the Representative such counsel's written opinion, as counsel
      to the Company, addressed to the Representative and dated the Closing
      Date, in form and substance reasonably satisfactory to the Representative,
      to the effect that:

                  (i) such of the Subsidiaries incorporated or organized under
            the laws of the Republic of Korea (the "Korean Subsidiaries") has
            been duly incorporated and is validly existing as corporations under
            the laws of the Republic of Korea, with full corporate power and
            authority to own or hold its properties and to conduct its
            businesses in accordance with its Articles of Incorporation; and

                  (ii) all the outstanding shares of capital stock of each
            Korean Subsidiary have been duly authorized and validly issued, are
            fully paid and nonassessable, and, in the case of each Korean
            Subsidiary, are owned by the Company directly or indirectly through
            one or more wholly owned subsidiaries, free and clear of any claim,
            lien, encumbrance, security interest, restriction upon voting or
            transfer or any other claim of any third party.

            In rendering such opinion, such counsel may rely as to matters of
      fact, to the extent they deem proper, on certificates of responsible
      officers of each Korean Subsidiary and the Company and public officials.
      Such opinion may also contain customary qualifications and limitations.

            (g) The Representative shall have received from Weil, Gotshal &
      Manges LLP, counsel for the Underwriter, such opinion or opinions, dated
      the Closing Date and addressed to the Representative, with respect to the
      issuance and sale of the Securities, the Indenture, the Registration
      Statement, the Disclosure Package, the Final Prospectus (together with any
      supplement thereto) and other related matters as the Representative may
      reasonably require, and the Company shall have furnished to such counsel
      such documents as they request for the purpose of enabling them to pass
      upon such matters.

            (h) The Company shall have requested and caused
      PricewaterhouseCoopers LLP to have furnished to the Representative, at the
      Execution Time and at the Closing Date, a letter, in form and substance
      satisfactory to the Underwriter (i) confirming that they are the
      independent

                                                                              20


      certified public accountants with respect to the Company and its
      Subsidiaries within the meaning of the Act and the Exchange Act and (ii)
      stating the conclusions and findings of such firm with respect to
      financial statements and certain financial information included or
      incorporated by reference in the Registration Statement, the Preliminary
      Prospectus and the Final Prospectus, the form of which is set forth in
      Annex B hereto.

            (i) The Company shall have furnished to the Representative a
      certificate of the Company, signed by the Chairman of the Board or the
      President and the principal financial or accounting officer of the
      Company, dated the Closing Date, to the effect that the signers of such
      certificate have carefully examined the Registration Statement, the Final
      Prospectus, the Disclosure Package and any amendment or supplement thereto
      and this Agreement and that(1):

                  (i) the representations and warranties of the Company in this
            Agreement are true and correct on and as of the Closing Date with
            the same effect as if made on the Closing Date and the Company has
            complied with all the agreements and satisfied all the conditions on
            its part to be performed or satisfied at or prior to the Closing
            Date;

                  (ii) no stop order suspending the effectiveness of the
            Registration Statement or any notice that would prevent its use has
            been issued and no proceedings for that purpose have been instituted
            or, to the Company's knowledge, threatened; and

                  (iii) since the date of the most recent financial statements
            included in the Disclosure Package and the Final Prospectus
            (exclusive of any supplement thereto), there has been no development
            which could reasonably be expected to have a material adverse effect
            on the condition (financial or otherwise), results of operations,
            business or prospects of the Company and its subsidiaries, taken as
            a whole, whether or not arising from transactions in the ordinary
            course of business, except as set forth in or contemplated in the
            Disclosure Package and the Prospectus (exclusive of any supplement
            thereto).

            (j) Subsequent to the Execution Time or, if earlier, the dates as of
      which information is given in the Registration Statement (exclusive of any
      amendment thereof) and the Final Prospectus (exclusive of any supplement
      thereto), there shall not have been (i) any change or decrease specified
      in the letter or letters referred to in paragraph (e) of this Section 6 or
      (ii) any change, or any development involving a prospective change, in or
      affecting the condition

- ------------
(1) This certificate or a separate certificate will cover compliance with debt
covenants in Company's indentures.

                                                                              21


      (financial or otherwise), results of operations, business or properties of
      the Company and its subsidiaries taken as a whole, whether or not arising
      from transactions in the ordinary course of business, except as set forth
      in or contemplated in the Disclosure Package and the Final Prospectus
      (exclusive of any supplement thereto) the effect of which, in any case
      referred to in clause (i) or (ii) above, is, in the sole judgment of the
      Representative, so material and adverse as to make it impractical or
      inadvisable to proceed with the offering or delivery of the Securities as
      contemplated by the Registration Statement (exclusive of any amendment
      thereof), the Disclosure Package and the Final Prospectus (exclusive of
      any supplement thereto).

            (k) No action shall have been taken and no statute, rule, regulation
      or order shall have been enacted, adopted or issued by any governmental
      agency or body which would, as of the Closing Date, prevent the issuance
      or sale of the Notes; and no injunction, restraining order or order of any
      other nature by any federal or state court of competent jurisdiction shall
      have been issued as of the Closing Date which would prevent the issuance
      or sale of the Notes.

            (l) Subsequent to the Execution Time, there shall not have been any
      downgrading in the rating of any of the Company's debt securities by any
      "nationally recognized statistical rating organization" (as defined for
      purposes of Rule 436(g) under the Act) and no such organization shall have
      publicly announced that it has under surveillance or review (other than an
      announcement with positive implications of a possible upgrading in its
      rating of any of the Company's debt securities).

            (m) The Indenture shall have been duly executed and delivered by the
      Company and the Trustee, and the Notes shall have been duly executed and
      delivered by the Company and duly authenticated by the Trustee.

            (n) The concurrent offering of convertible senior subordinated notes
      described in the Final Prospectus shall have closed.

            (o) The Company shall have accepted at least $400,000,000 aggregate
      principal amount of its 9.25% senior notes due 2008 for purchase in the
      concurrent tender offer described in the Final Prospectus.

            (p) Prior to the Closing Date, the Company shall have furnished to
      the Underwriter such further information, certificates and documents as
      the Underwriter may reasonably request.

      If any of the conditions specified in this Section 6 shall not have been
fulfilled when and as provided in this Agreement, or if any of the opinions and
certificates mentioned above or elsewhere in this Agreement shall not be
reasonably satisfactory in form and substance to the Representative and counsel
for the Underwriter, this Agreement and all obligations of the Underwriter
hereunder may be canceled at, or at any

                                                                              22


time prior to, the Closing Date by the Representative. Notice of such
cancellation shall be given to the Company in writing or by telephone or
facsimile confirmed in writing.

            7. Reimbursement of Underwriter's Expenses. If the sale of the
Securities provided for herein is not consummated because any condition to the
obligations of the Underwriter set forth in Section 6 hereof is not satisfied,
because of any termination pursuant to Section 9 hereof or because of any
refusal, inability or failure on the part of the Company to perform any
agreement herein or comply with any provision hereof other than by reason of a
default by the Underwriter, the Company will reimburse the Underwriter on demand
for all out-of-pocket expenses (including reasonable fees and disbursements of
counsel) that shall have been reasonably incurred by the Underwriter in
connection with the proposed purchase and sale of the Securities.

            8. Indemnification and Contribution.

            (a) The Company agrees to indemnify and hold harmless the
      Underwriter, the directors, officers, employees and agents of the
      Underwriter and each person who controls the Underwriter within the
      meaning of either the Act or the Exchange Act against any and all losses,
      claims, damages or liabilities, joint or several, to which they or any of
      them may become subject under the Act, the Exchange Act or other Federal
      or state statutory law or regulation, at common law or otherwise, insofar
      as such losses, claims, damages or liabilities (or actions in respect
      thereof) arise out of or are based upon any untrue statement or alleged
      untrue statement of a material fact contained in the registration
      statement for the registration of the Securities as originally filed or in
      any amendment thereof, or in the Base Prospectus, any Preliminary
      Prospectus or any other preliminary prospectus supplement relating to the
      Securities, the Final Prospectus, any Issuer Free Writing Prospectus or
      the information contained in the final term sheet required to be prepared
      and filed pursuant to Section 5(b) hereto, or in any amendment thereof or
      supplement thereto, or arise out of or are based upon the omission or
      alleged omission to state therein a material fact required to be stated
      therein or necessary to make the statements therein not misleading, and
      agrees to reimburse each such indemnified party, as incurred, for any
      legal or other expenses reasonably incurred by them in connection with
      investigating or defending any such loss, claim, damage, liability or
      action; provided, however, that the Company will not be liable in any such
      case to the extent that any such loss, claim, damage or liability arises
      out of or is based upon any such untrue statement or alleged untrue
      statement or omission or alleged omission made therein in reliance upon
      and in conformity with written information furnished to the Company by or
      on behalf of the Underwriter through the Representative specifically for
      inclusion therein. This indemnity agreement will be in addition to any
      liability which the Company may otherwise have.

            (b) The Underwriter agrees to indemnify and hold harmless the
      Company, each of its directors, each of its officers who signs the
      Registration Statement, and each person who controls the Company within
      the meaning of

                                                                              23


      either the Act or the Exchange Act, to the same extent as the foregoing
      indemnity from the Company to the Underwriter, but only with reference to
      written information relating to the Underwriter furnished to the Company
      by or on behalf of the Underwriter through the Representative specifically
      for inclusion in the documents referred to in the foregoing indemnity.
      This indemnity agreement will be in addition to any liability which the
      Underwriter may otherwise have. The Company acknowledges that the
      statements set forth in the last paragraph of the cover page regarding
      delivery of the Securities and, under the heading "Underwriting" or "Plan
      of Distribution", (i) the sentences related to concessions and
      reallowances and (iii) the paragraph related to stabilization, syndicate
      covering transactions in any Preliminary Prospectus and the Final
      Prospectus constitute the only information furnished in writing by the
      Underwriter for inclusion in any Preliminary Prospectus or the Final
      Prospectus.

      (c) Promptly after receipt by an indemnified party under this Section 8 of
      notice of the commencement of any action, such indemnified party will, if
      a claim in respect thereof is to be made against the indemnifying party
      under this Section 8, notify the indemnifying party in writing of the
      commencement thereof; but the failure so to notify the indemnifying party
      (i) will not relieve it from liability under paragraph (a) or (b) above
      unless and to the extent it did not otherwise learn of such action and
      such failure results in the forfeiture by the indemnifying party of
      substantial rights and defenses and (ii) will not, in any event, relieve
      the indemnifying party from any obligations to any indemnified party other
      than the indemnification obligation provided in paragraph (a) or (b)
      above. The indemnifying party shall be entitled to appoint counsel of the
      indemnifying party's choice at the indemnifying party's expense to
      represent the indemnified party in any action for which indemnification is
      sought (in which case the indemnifying party shall not thereafter be
      responsible for the fees and expenses of any separate counsel retained by
      the indemnified party or parties except as set forth below); provided,
      however, that such counsel reasonably shall be satisfactory to the
      indemnified party. Notwithstanding the indemnifying party's election to
      appoint counsel to represent the indemnified party in an action, the
      indemnified party shall have the right to employ separate counsel
      (including local counsel), and the indemnifying party shall bear the
      reasonable fees, costs and expenses of such separate counsel if (i) the
      use of counsel chosen by the indemnifying party to represent the
      indemnified party would present such counsel with a conflict of interest,
      (ii) the actual or potential defendants in, or targets of, any such action
      include both the indemnified party and the indemnifying party and the
      indemnified party shall have reasonably concluded that there may be legal
      defenses available to it and/or other indemnified parties which are
      different from or additional to those available to the indemnifying party,
      (iii) the indemnifying party shall not have employed counsel reasonably
      satisfactory to the indemnified party to represent the indemnified party
      within a reasonable time after notice of the institution of such action or
      (iv) the indemnifying party shall authorize the indemnified party to
      employ separate counsel at the expense of the indemnifying

                                                                              24

      party it being understood, however, that the indemnifying party shall not,
      in connection with any one such action or separate but substantially
      similar or related actions in the same jurisdiction arising out of the
      same general allegations or circumstances, be liable for the reasonable
      fees and expenses of more than one separate firm of attorneys at any time
      for all such indemnified parties, which firm shall be designated in
      writing by Citigroup Global Markets Inc., if the indemnified parties under
      this Section consist of the Underwriter indemnified party, or by the
      Company if the indemnified parties under this Section consist of any
      Company indemnified parties. Each indemnified party, as a condition of the
      indemnity agreements contained in paragraphs (a) and (b) of this Section,
      shall use all reasonable efforts to cooperate with the indemnifying party
      in the defense of any such action or claim. No indemnifying party shall be
      liable for any settlement of any such action effected without its written
      consent (which consent shall not be unreasonably withheld), but if settled
      with its written consent or if there be a final judgment for the plaintiff
      in any such action, the indemnifying party agrees to indemnify and hold
      harmless any indemnified party from and against any loss or liability by
      reason of such settlement or judgment. Notwithstanding the foregoing, if
      an indemnifying party shall, without the prior written consent of the
      indemnified parties, settle or compromise or consent to the entry of any
      judgment with respect to any pending or threatened claim, action, suit or
      proceeding in respect of which indemnification or contribution may be
      sought hereunder (whether or not the indemnified parties are actual or
      potential parties to such claim or action), such settlement, compromise or
      consent shall include an unconditional release of each indemnified party
      from all liability arising out of such claim, action, suit or proceeding.

            (d) In the event that the indemnity provided in paragraph (a), (b)
      or (c) of this Section 8 is unavailable to or insufficient to hold
      harmless an indemnified party for any reason, the Company and the
      Underwriter severally agree to contribute to the aggregate losses, claims,
      damages and liabilities (including legal or other expenses reasonably
      incurred in connection with investigating or defending same) (collectively
      "Losses") to which the Company and the Underwriter may be subject in such
      proportion as is appropriate to reflect the relative benefits received by
      the Company on the one hand and by the Underwriter on the other from the
      offering of the Securities; provided, however, that in no case shall the
      Underwriter be responsible for any amount in excess of the underwriting
      discount or commission applicable to the Securities purchased by the
      Underwriter hereunder. If the allocation provided by the immediately
      preceding sentence is unavailable for any reason, the Company and the
      Underwriter severally shall contribute in such proportion as is
      appropriate to reflect not only such relative benefits but also the
      relative fault of the Company on the one hand and of the Underwriter on
      the other in connection with the statements or omissions which resulted in
      such Losses as well as any other relevant equitable considerations.
      Benefits received by the Company shall be deemed to be equal to the total
      net proceeds from the offering (before deducting

                                                                              25


      expenses) received by it, and benefits received by the Underwriter shall
      be deemed to be equal to the total underwriting discounts and commissions,
      in each case as set forth on the cover page of the Final Prospectus.
      Relative fault shall be determined by reference to, among other things,
      whether any untrue or any alleged untrue statement of a material fact or
      the omission or alleged omission to state a material fact relates to
      information provided by the Company on the one hand or the Underwriter on
      the other, the intent of the parties and their relative knowledge, access
      to information and opportunity to correct or prevent such untrue statement
      or omission. The Company and the Underwriter agree that it would not be
      just and equitable if contribution were determined by pro rata allocation
      or any other method of allocation which does not take account of the
      equitable considerations referred to above. Notwithstanding the provisions
      of this paragraph (d), no person guilty of fraudulent misrepresentation
      (within the meaning of Section 11(f) of the Act) shall be entitled to
      contribution from any person who was not guilty of such fraudulent
      misrepresentation. For purposes of this Section 8, each person who
      controls the Underwriter within the meaning of either the Act or the
      Exchange Act and each director, officer, employee and agent of the
      Underwriter shall have the same rights to contribution as the Underwriter,
      and each person who controls the Company within the meaning of either the
      Act or the Exchange Act, each officer of the Company who shall have signed
      the Registration Statement and each director of the Company shall have the
      same rights to contribution as the Company, subject in each case to the
      applicable terms and conditions of this paragraph (d).

            9. Termination. This Agreement shall be subject to termination in
the absolute discretion of the Representative, by notice given to the Company
prior to delivery of and payment for the Securities, if at any time prior to
such time (i) trading in the Company's Common Stock shall have been suspended by
the Commission or the Nasdaq National Market or trading in securities generally
on the New York Stock Exchange or the Nasdaq National Market shall have been
suspended or limited or minimum prices shall have been established on such
Exchange or the Nasdaq National Market, (ii) a banking moratorium shall have
been declared either by Federal or New York State authorities or (iii) there
shall have occurred any outbreak or escalation of hostilities, declaration by
the United States of a national emergency or war, or other calamity or crisis
the effect of which on financial markets is such as to make it, in the sole
judgment of the Representative, impractical or inadvisable to proceed with the
offering or delivery of the Securities as contemplated by any Preliminary
Prospectus or the Final Prospectus (exclusive of any supplement thereto).

            10. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of the
Company or its officers and of the Underwriter set forth in or made pursuant to
this Agreement will remain in full force and effect, regardless of any
investigation made by or on behalf of the Underwriter or the Company or any of
the officers, directors, employees, agents or controlling persons referred to in
Section 8 hereof, and will survive delivery of

                                                                              26


and payment for the Securities. The provisions of Sections 7 and 8 hereof shall
survive the termination or cancellation of this Agreement.

            11. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the Representative, will be mailed,
delivered or telefaxed to the Citigroup Global Markets Inc. General Counsel (fax
no.: (212) 816 7912) and confirmed to the General Counsel, Citigroup Global
Markets Inc., at 388 Greenwich Street, New York, New York, 10013, Attention:
General Counsel; or, if sent to the Company, will be mailed, delivered or
telefaxed to Amkor Technology Inc. (fax no.: (480) 821-2616) and confirmed to it
at Amkor Technology Inc., at 1900 South Price Road, Chandler, Arizona 85248,
attention of the Chief Financial Officer.

            12. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the
officers, directors, employees, agents and controlling persons referred to in
Section 8 hereof, and no other person will have any right or obligation
hereunder.

            13. No Fiduciary Duty. The Company hereby acknowledges that (a) the
purchase and sale of the Securities pursuant to this Agreement is an
arm's-length commercial transaction between the Company, on the one hand, and
the Underwriter and any affiliate through which it may be acting, on the other,
(b) the Underwriter is acting as principal and not as an agent or fiduciary of
the Company and (c) the Company's engagement of the Underwriter in connection
with the offering and the process leading up to the offering is as independent
contractors and not in any other capacity. Furthermore, the Company agrees that
it is solely responsible for making its own judgments in connection with the
offering (irrespective of whether the Underwriter has advised or is currently
advising the Company on related or other matters). The Company agrees that it
will not claim that the Underwriter has rendered advisory services of any nature
or respect, or owes an agency, fiduciary or similar duty to the Company, in
connection with such transaction or the process leading thereto.

            14. Integration. This Agreement supersedes all prior agreements and
understandings (whether written or oral) between the Company and the
Underwriter, or any of them, with respect to the subject matter hereof.

            15. Applicable Law. This Agreement will be governed by and construed
in accordance with the laws of the State of New York applicable to contracts
made and to be performed within the State of New York.

            16. Waiver of Jury Trial. The Company and the Underwriter hereby
irrevocably waive, to the fullest extent permitted by applicable law, any and
all right to trial by jury in any legal proceeding arising out of or relating to
this Agreement or the transactions contemplated hereby.

                                                                              27


            17. Counterparts. This Agreement may be signed in one or more
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same agreement.

            18. Headings. The section headings used herein are for convenience
only and shall not affect the construction hereof.

            19. Definitions. The terms which follow, when used in this
Agreement, shall have the meanings indicated.

            "Act" shall mean the Securities Act of 1933, as amended, and the
rules and regulations of the Commission promulgated thereunder.

            "Base Prospectus" shall mean the base prospectus referred to in
paragraph 1(a) above contained in the Registration Statement at the Execution
Time.

            "Business Day" shall mean any day other than a Saturday, a Sunday or
a legal holiday or a day on which banking institutions or trust companies are
authorized or obligated by law to close in New York City.

            "Commission" shall mean the Securities and Exchange Commission.

            "Disclosure Package" shall mean (i) the Base Prospectus, (ii) the
Preliminary Prospectus used most recently prior to the Execution Time, (iii) the
Issuer Free Writing Prospectuses, if any, identified in Schedule II hereto,(iv)
the final term sheet prepared and filed pursuant to Section 5(b) hereto, if any,
and (v) any other Free Writing Prospectus that the parties hereto shall
hereafter expressly agree in writing to treat as part of the Disclosure Package.

            "Effective Date" shall mean each date and time that the Registration
Statement and any post-effective amendment or amendments thereto became or
become effective.

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

            "Execution Time" shall mean the date and time that this Agreement is
executed and delivered by the parties hereto.

            "Final Prospectus" shall mean the prospectus supplement relating to
the Securities that was first filed pursuant to Rule 424(b) after the Execution
Time, together with the Base Prospectus.

            "Free Writing Prospectus" shall mean a free writing prospectus, as
defined in Rule 405.

                                                                              28


            "Issuer Free Writing Prospectus" shall mean an issuer free writing
prospectus, as defined in Rule 433.

            "Preliminary Prospectus" shall mean any preliminary prospectus
supplement to the Base Prospectus referred to in paragraph 1(a) above which is
used prior to the filing of the Final Prospectus, together with the Base
Prospectus.

            "Registration Statement" shall mean the registration statement
referred to in paragraph 1(a) above, including exhibits and financial statements
and any prospectus supplement relating to the Securities that is filed with the
Commission pursuant to Rule 424(b) and deemed part of such registration
statement pursuant to Rule 430B, as amended on each Effective Date and, in the
event any post-effective amendment thereto becomes effective prior to the
Closing Date, shall also mean such registration statement as so amended.

            "Rule 158", "Rule 163", "Rule 164", "Rule 172", "Rule 405", "Rule
415", "Rule 424", "Rule 430B" and "Rule 433" refer to such rules under the Act.

            "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, as
amended, and the rules and regulations of the Commission promulgated thereunder.

            "Well-Known Seasoned Issuer" shall mean a well-known seasoned
issuer, as defined in Rule 405.

                                                                              29


      If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the
Company and the Underwriter.

                                         Very truly yours,

                                         Amkor Technology Inc.

                                         By: /s/ Kenneth Joyce
                                             --------------------------------
                                             Kenneth Joyce
                                             Executive Vice President and
                                             Chief Financial Officer

                                                                              30



The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.

Citigroup Global Markets Inc.

By: /s/ Bill Frauenhofer
    ---------------------------
    Name:  Bill Frauenhofer
    Title: Director

                                                                              31



                                   SCHEDULE I



                                    Principal Amount
                                    of Securities to             Purchase
Underwriter                           be Purchased                 Price
- -----------                         ----------------             --------
                                                           
Citigroup Global Markets Inc.         $400,000,000                98.125%


Expected Date of Delivery and Payment of Securities:  May 26, 2005

                                                                              32



                                   SCHEDULE II

                  Pricing Supplement/Term Sheet, dated May 11th

                                                                              33



                                            ISSUER FREE WRITING PROSPECTUS FILED
                                          PURSUANT TO RULE 433 SUPPLEMENTING THE
                                         PRELIMINARY PROSPECTUS SUPPLEMENT DATED
                                                                    MAY 10, 2006

                                                     REGISTRATION NO. 333-133953

                                                                    MAY 11, 2006

                             AMKOR TECHNOLOGY, INC.

                          9.25% SENIOR NOTES DUE 2016

                                FINAL TERM SHEET

TITLE OF SECURITIES:               9.25% Senior Notes due 2016

FINAL MATURITY DATE:               June 1, 2016

ANNUAL INTEREST RATE:              9.250%

YIELD:                             9.250%

INTEREST PAYMENT DATES:            June 1 and December 1, beginning December 1,
                                   2006

RECORD DATES:                      May 15 and November 15

PUBLIC OFFERING PRICE:             100%, plus accrued interest, if any, from the
                                   issue date

UNDERWRITING DISCOUNT PER NOTE:    1.875%

AGGREGATE PRINCIPAL AMOUNT:        $400,000,000

PROCEEDS (BEFORE EXPENSES) TO
AMKOR:                             $392,500,000



OPTIONAL REDEMPTION:                           YEAR                                           PRICE
                                                                                       
                                               Beginning June 1, 2011                        104.625%
                                               Beginning June 1, 2012                        103.083%
                                               Beginning June 1, 2013                        101.542%
                                               Beginning June 1, 2014 and thereafter         100.000%


EQUITY CLAWBACK:                   Up to 35% of the notes at any time prior to
                                   June 1, 2009, at 109.250% with the proceeds
                                   of certain equity offerings.

MAKE WHOLE REDEMPTION:             At any time prior to June 1, 2011, at T+ 50
                                   basis points.

TRADE DATE:                        May 11, 2006

SETTLEMENT DATE:                   May 26, 2006 (T+11 flat)

FORM OF OFFERING:                  SEC Registered (Registration Statement No.
                                   333-133953)

BOOKRUNNER::                       Citigroup Global Markets Inc.

CUSIP:                             031652 AW 0

ISIN:                              US031652AW08

RATINGS:                           Caa1/CCC+

LISTING:                           None


     The following information updates and supersedes the information in our
Prospectus Supplement (the "Prospectus Supplement"), Subject to Completion dated
May 10, 2006, To Prospectus Dated May 10, 2006. In addition, the information set
forth below under "Capitalization" supersedes and replaces in its entirety the
information set forth in the Prospectus Supplement under the caption
"Capitalization."

UPDATE ON OFFERING SIZE

     We are offering $400.0 million aggregate principal amount of 9.250% Senior
Notes due 2016.

STATUS OF TENDER OFFER

     As of May 9, 2006, holders of $349.4 million in aggregate principal amount
of 9.25% notes have tendered in the tender offer. We have increased the size of
the tender offer to up to $360 million.

USE OF PROCEEDS

     We expect to receive net proceeds from this offering of $391.8 million,
after deducting the underwriting discounts and commissions and our estimated
offering expenses. We intend to use the net proceeds from this offering to
purchase 9.25% senior notes tendered to date in the tender offer (including the
payment of the tender premium, accrued and unpaid interest, the early tender
payment and related fees and expenses); with the remainder (an estimated $13.1
million) to repurchase additional 9.25% senior notes that may be tendered,
subject to the cap, to retire other debt or for general corporate or working
capital purposes.

UPDATE ON CONCURRENT OFFERING SIZE AND USE OF PROCEEDS

     We are offering $190.0 million (with an additional $28.5 million should the
underwriter's option to purchase additional notes be fully exercised) aggregate
principal amount of our 2.5% convertible senior subordinated notes due 2011 in
the concurrent offering. We intend to use the net proceeds from the concurrent
offering of $183.9 million (excluding the underwriter's option to purchase
additional notes) to redeem, repurchase or otherwise retire $176.5 million of
our $200.0 million aggregate principal amount outstanding of our 10.5% senior
subordinated notes due 2009 (together with the payment of the related premium,
accrued and unpaid interest to and including the redemption date and related
fees and expenses). In the event the underwriter exercises its option to
purchase additional notes in full, we intend to use the proceeds to redeem,
repurchase or otherwise retire the remaining amount of our 10.5% senior
subordinated notes due 2009, with the remainder (an estimated $3.2 million), to
retire other debt or for general corporate or working capital purposes.

OUTSTANDING DEBT AND RANKING

     As of March 31, 2006, assuming completion of the concurrent transactions,
we would have had approximately $1,464.8 million of senior debt (approximately
$300 million of which would have been secured), $213.5 million of senior
subordinated debt and approximately $378.4 million of subordinated debt.

SETTLEMENT CYCLE

     We expect that delivery of the notes will be made against payment therefor
on May 26, 2006, which will be the 11th business day following the date of
pricing of the notes (such settlement cycle being herein referred to as "T +
11)"). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended,
or Exchange Act, trades in the secondary market generally are required to settle
in three business days, unless the parties to any such trade expressly agree
otherwise. Accordingly, purchasers who wish to trade notes on the date of
pricing or the next seven succeeding business days will be required, by virtue
of the fact that the notes initially will settle T + 11, to specify an alternate
settlement cycle at the time of any such trade to prevent a failed settlement.
Purchasers of notes who wish to trade notes on the date of pricing or the next
three succeeding business days should consult their own advisor.

                                        2


                                 CAPITALIZATION

     The following table sets forth our cash and cash equivalents and total
capitalization as of March 31, 2006 (1) on a historical basis, and (2) as
adjusted to give effect to the concurrent transactions, based on the following
assumptions:

     - the issuance of $400.0 million of senior notes in this offering for net
       proceeds of $391.8 million and the application thereof to repurchase
       $349.4 million aggregate principal amount of our 9.25% notes in the
       tender offer, and

     - the issuance in this offering of $190.0 million of convertible
       subordinated notes for net proceeds of $183.9 million and the application
       thereof to redeem $176.5 million aggregate principal amount outstanding
       of our 10.5% senior subordinated notes.

     You should read the as adjusted capitalization data set forth in the table
below in conjunction with "Selected Consolidated Financial Data," "Description
of Certain Indebtedness," and "Management's Discussion and Analysis of Financial
Condition and Results of Operations," set forth in our Annual Report on Form
10-K for the year ended December 31, 2005 and our Quarterly Report on Form 10-Q
for the quarter ended March 31, 2006, and our consolidated financial statements
and the notes thereto, incorporated by reference into the Prospectus Supplement.



                                                                 AT MARCH 31, 2006
                                                              ------------------------
                                                                ACTUAL     AS ADJUSTED
                                                              ----------   -----------
                                                                   (IN THOUSANDS)
                                                                     
Cash and cash equivalents...................................  $  226,243   $  239,392
                                                              ==========   ==========
Long-term debt and short-term borrowings:
  Senior secured credit facilities:
     Term loan due October 2010.............................  $  300,000   $  300,000
     $100.0 million revolving credit facility due November
      2009(1)...............................................          --           --
  9.25% Senior notes due February 2008......................     440,500       91,060
  7.75% Senior notes due May 2013...........................     425,000      425,000
  7.125% Senior notes due March 2011........................     248,711      248,711
  9.25% Senior notes due 2016...............................          --      400,000
  10.50% Senior subordinated notes due May 2009(2)..........     200,000       23,489
  2.50% Convertible senior subordinated notes due 2011......          --      190,000
  5.75% Convertible subordinated notes due June 2006........     132,000      132,000
  5.00% Convertible subordinated notes due March 2007.......     146,422      146,422
  6.25% Convertible subordinated notes due December 2013....     100,000      100,000
  Other debt................................................     125,314      125,314
                                                              ----------   ----------
  Total debt................................................   2,117,947    2,181,996
                                                              ----------   ----------
Total stockholders' equity(3)...............................     260,398      232,654
                                                              ----------   ----------
Total capitalization........................................  $2,378,345   $2,414,650
                                                              ==========   ==========


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

(1) As of March 31, 2006, we had utilized $2.5 million of the available letter
    of credit sub-limit, and had $97.5 million available under this facility.

(2) Pursuant to the terms of the indenture governing these notes, we have the
    right to redeem the notes at a price of 101.75% plus accrued and unpaid
    interest to and including the redemption date. For purposes of this table,
    we have assumed that such notes are redeemed on the 60th day following this
    offering at that price. The actual amount of 10.5% senior subordinated notes
    repurchased will depend on market conditions and the actual price at which
    we may redeem, repurchase or otherwise retire these notes.

(3) Total stockholders' equity as of March 31, 2006, as adjusted, reflects an
    approximate $27.7 million early debt extinguishment charge consisting of
    $23.2 million of prepayment premiums and $4.5 million for the write-off of
    unamortized debt issue costs.

                                        3


     The issuer has filed a registration statement (including a prospectus) with
the SEC for the offering to which this communication relates. Before you invest,
you should read the prospectus in that registration statement and other
documents the issuer has filed with the SEC for more complete information about
the issuer and this offering. You may get these documents for free by visiting
EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any
underwriter or any dealer participating in the offering will arrange to send you
the prospectus if you request it by calling toll-free 1-877-858-5407.

                                        4


                                  SCHEDULE III

                              THE NOTES GUARANTORS

Amkor International Holdings, LLC
Amkor Technology Ltd.
Amkor Techology Philippines, Inc.
P-Four LLC
Unitive, Inc.
Unitive Electronics, Inc.

                                                                              34



                                   SCHEDULE IV

                       AMKOR TECHNOLOGY INC. SUBSIDIARIES

1.  Amkor Technology Hong Kong Ltd.

2.  Amkor Wafer Fabrication Services, SARL

3.  Amkor Worldwide Services LLC

4.  Amkor Assembly & Test (Shanghai) Co. Ltd.

5.  Guardian Assets, Inc.

6.  Amkor Technology Singapore Pte. Ltd.

7.  Unitive, Inc.

8.  Amkor Iwate Company, Ltd.

9.  Amkor Technology Euroservices, SARL

10. Amkor Techology Japan K.K.

11. Amkor International Holdings, LLC

12. Unitive Electronics, Inc.

13. Unitive International Ltd.

14. Amkor Technology Ltd.

15. P-Four LLC

16. Unitive Semiconductor Taiwan

17. Amkor Technology Taiwan Ltd.

18. Semisys Co., Ltd.

19. AT Korea, Inc.

20. Amkor Techology Philippines, Inc.

21. Amkor Technology Greater China, Ltd.

                                                                              35

                                                                     EXHIBIT 1.2

                              AMKOR TECHNOLOGY INC.

                                  $190,000,000

              2.50% Convertible Senior Subordinated Notes Due 2011

                             Underwriting Agreement

                                                              New York, New York
                                                                    May 11, 2006

Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

            Amkor Technology Inc., a corporation organized under the laws of
Delaware (the "Company"), proposes to sell to you (the "Underwriter" or the
"Representative") $190,000,000 principal amount of its 2.50% Convertible Senior
Subordinated Notes Due 2011 (the "Firm Notes"), to be issued under an indenture
(the "Indenture") dated as of May 26, 2006, between the Company and U.S. Bank
National Association, as trustee (the "Trustee"). In addition, the Company
proposes to grant the Underwriter an option to purchase up to an additional
$28,500,000 principal amount of such Notes to cover over-allotments, if any (the
"Option Notes" and together with the Firm Notes, the "Securities"). The
Securities will be convertible into shares (the "Conversion Shares") of common
stock, par value $0.001 per share, of the Company (the "Common Stock") at an
initial price contained in Schedule I hereto (the "Conversion Price"). This
Agreement, the Indenture and the Securities are collectively the "Transaction
Documents." Any reference herein to the Registration Statement, the Base
Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed
to refer to and include the documents incorporated by reference therein pursuant
to Item 12 of Form S-3 which were filed under the Exchange Act on or before the
Effective Date of the Registration Statement or the issue date of the Base
Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may
be; and any reference herein to the terms "amend," "amendment" or "supplement"
with respect to the Registration Statement, the Base Prospectus, any Preliminary
Prospectus or the Final Prospectus shall be deemed to refer to and include the
filing of any document under the Exchange Act after the Effective Date of the
Registration Statement or the issue date of the Base Prospectus, any Preliminary
Prospectus or the Final Prospectus, as the case may be, deemed to be
incorporated therein by reference. Certain terms used herein are defined in
Section 19 hereof.

            1. Representations and Warranties. The Company represents and
warrants to, and agrees with, the Underwriter as set forth below in this
Section 1.



            (a) The Company meets the requirements for use of Form S-3 under the
      Act and has prepared and filed with the Commission an automatic shelf
      registration statement, as defined in Rule 405 (file number 333-133953) on
      Form S-3, including a related Base Prospectus, for registration under the
      Act of the offering and sale of the Securities and the Conversion Shares.
      Such Registration Statement, including any amendments thereto filed prior
      to the Execution Time, became effective upon filing. The Company may have
      filed with the Commission, as part of an amendment to the Registration
      Statement or pursuant to Rule 424(b), one or more preliminary prospectus
      supplements relating to the Securities, each of which has previously been
      furnished to you. The Company will file with the Commission a final
      prospectus supplement relating to the Securities in accordance with Rule
      424(b). As filed, such final prospectus supplement shall contain all
      information required by the Act and the rules thereunder, and, except to
      the extent the Representative shall agree in writing to a modification,
      shall be in all substantive respects in the form furnished to you prior to
      the Execution Time or, to the extent not completed at the Execution Time,
      shall contain only such specific additional information and other changes
      (beyond that contained in the Base Prospectus and any Preliminary
      Prospectus) as the Company has advised you, prior to the Execution Time,
      will be included or made therein. The Registration Statement, at the
      Execution Time, meets the requirements set forth in Rule 415(a)(1)(x).

            (b) On each Effective Date, the Registration Statement did, and when
      the Final Prospectus is first filed in accordance with Rule 424(b) and on
      the Closing Date (as defined herein), the Final Prospectus (and any
      supplement thereto) will, comply in all material respects with the
      applicable requirements of the Act, the Exchange Act and the Trust
      Indenture Act and the respective rules thereunder; on each Effective Date
      and at the Execution Time, the Registration Statement did not and will not
      contain any untrue statement of a material fact or omit to state any
      material fact required to be stated therein or necessary in order to make
      the statements therein not misleading; on the Effective Date the form of
      Indenture did, and on the Closing Date the Indenture will, comply in all
      material respects with the applicable requirements of the Trust Indenture
      Act and the rules thereunder; and on the date of any filing pursuant to
      Rule 424(b) and on the Closing Date, the Final Prospectus (together with
      any supplement thereto) will not include any untrue statement of a
      material fact or omit to state a material fact necessary in order to make
      the statements therein, in the light of the circumstances under which they
      were made, not misleading; provided, however, that the Company makes no
      representations or warranties as to (i) that part of the Registration
      Statement which shall constitute the Statement of Eligibility and
      Qualification (Form T-1) under the Trust Indenture Act of the Trustee or
      (ii) the information contained in or omitted from the Registration
      Statement or the Final Prospectus (or any supplement thereto) in reliance
      upon and in conformity with information furnished in writing to the
      Company by or on behalf of the Underwriter through the Representative
      specifically for inclusion in the

                                                                               2



      Registration Statement or the Final Prospectus (or any supplement
      thereto), it being understood and agreed that the only such information
      furnished by or on behalf of the Underwriter consists of the information
      described as such in Section 8 hereof.

            (c) (i) The Disclosure Package and the final term sheet prepared and
      filed pursuant to Section 5(b) hereto, when taken together as a whole and
      (ii) each electronic roadshow when taken together as a whole with the
      Disclosure Package and the final term sheet prepared and filed pursuant to
      Section 5(b) hereto, do not contain any untrue statement of a material
      fact or omit to state any material fact necessary in order to make the
      statements therein, in the light of the circumstances under which they
      were made, not misleading. The preceding sentence does not apply to
      statements in or omissions from the Disclosure Package based upon and in
      conformity with written information furnished to the Company by the
      Underwriter through the Representative specifically for use therein, it
      being understood and agreed that the only such information furnished by or
      on behalf of the Underwriter consists of the information described as such
      in Section 8 hereof.

            (d) (i) At the time of filing the Registration Statement, (ii) at
      the time of the most recent amendment thereto for the purposes of
      complying with Section 10(a)(3) of the Act (whether such amendment was by
      post-effective amendment, incorporated report filed pursuant to Sections
      13 or 15(d) of the Exchange Act or form of prospectus), (iii) at the time
      the Company or any person acting on its behalf (within the meaning, for
      this clause only, of Rule 163(c)) made any offer relating to the
      Securities in reliance on the exemption in Rule 163, and (iv) at the
      Execution Time (with such date being used as the determination date for
      purposes of this clause (iv)), the Company was or is (as the case may be)
      a Well-Known Seasoned Issuer. The Company agrees to pay the fees required
      by the Commission relating to the Securities within the time required by
      Rule 456(b)(1) without regard to the proviso therein and otherwise in
      accordance with Rules 456(b) and 457(r).

            (e) At the earliest time after the filing of the Registration
      Statement that the Company or another offering participant made a bona
      fide offer (within the meaning of Rule 164(h)(2)) of the Securities, the
      Company was not and is not an Ineligible Issuer (as defined in Rule 405),
      without taking account of any determination by the Commission pursuant to
      Rule 405 that it is not necessary that the Company be considered an
      Ineligible Issuer.

            (f) Each Issuer Free Writing Prospectus and the final term sheet
      prepared and filed pursuant to Section 5(b) hereto does not include any
      information that conflicts with the information contained in the
      Registration Statement, including any document incorporated therein and
      any prospectus supplement deemed to be a part thereof that has not been
      superseded or modified. The foregoing sentence does not apply to
      statements in or omissions from any Issuer Free Writing Prospectus based
      upon and in conformity with written

                                                                               3



      information furnished to the Company by the Underwriter through the
      Representative specifically for use therein, it being understood and
      agreed that the only such information furnished by or on behalf of the
      Underwriter consists of the information described as such in Section 8
      hereof.

            (g) The Company and each of its Subsidiaries (as defined below),
      have been duly incorporated or organized and are validly existing as
      corporations, limited liability companies or partnerships, as the case may
      be, in good standing under the laws of their respective jurisdictions of
      incorporation or organization, have all power and authority necessary to
      own or hold their respective properties and to conduct the businesses in
      which they are engaged, and are duly qualified to do business and are in
      good standing as foreign corporations, limited liability companies or
      partnerships, as the case may be, in each jurisdiction in which their
      respective ownership or lease of property or the conduct of their
      respective businesses requires such qualification, except where the
      failure to so qualify could not reasonably be expected to have,
      individually or in the aggregate, a material adverse effect on the
      condition (financial or otherwise), results of operations, business or
      prospects of the Company and its Subsidiaries taken as a whole (a
      "Material Adverse Effect"), and no proceeding has been instituted in any
      such jurisdiction, revoking, limiting or curtailing, or seeking to revoke,
      limit or curtail, such power and authority or qualification, except such
      proceedings which, if successful, could not reasonably be expected to
      have, individually or in the aggregate, a Material Adverse Effect. The
      Company owns at least 50% of the outstanding capital stock or partnership
      interests (in each case measured by voting power or economic interest),
      directly or indirectly, of only the corporations, associations,
      partnerships or other entities listed on Schedule IV hereto (each a
      "Subsidiary" and, collectively, the "Subsidiaries") of which Guardian
      Assets, Inc., Amkor International Holdings, P-Four, Amkor Worldwide
      Services, Unitive, Inc. and Unitive Electronics, Inc. are the only
      subsidiaries of the Company that are incorporated or organized under the
      laws of any state of the United States (Guardian Assets, Inc., Amkor
      International Holdings, P-Four, Amkor Worldwide Services, Unitive, Inc.
      and Unitive Electronics, Inc., each a "U.S. Subsidiary" and collectively
      the "U.S. Subsidiaries.").

            (h) The Company's authorized equity capitalization is as set forth
      in the Disclosure Package and the Final Prospectus; the capital stock of
      the Company conforms in all material respects to the description thereof
      contained in the Disclosure Package and the Final Prospectus; the
      outstanding shares of Common Stock have been duly and validly authorized
      and issued and are fully paid and nonassessable; the Conversion Shares
      have been duly and validly authorized and reserved for issuance upon
      conversion of the Securities by all necessary corporate action of the
      Company, and, upon conversion of the Securities in accordance with the
      terms of the Indenture, will be validly issued, fully paid and
      nonassessable, and will be duly listed, and admitted and authorized for
      trading, subject to official notice of issuance, on the Nasdaq National
      Market;

                                                                               4



      the holders of outstanding shares of capital stock of the Company are not
      entitled to preemptive or other rights to subscribe for the Conversion
      Shares; and, except as set forth in the Disclosure Package and the Final
      Prospectus, no options, warrants or other rights to purchase, agreements
      or other obligations to issue, or rights to convert any obligations into
      or exchange any securities for, shares of capital stock of or ownership
      interests in the Company are outstanding.

            (i) All the outstanding shares of capital stock of each Subsidiary
      have been duly authorized and validly issued, are fully paid and
      nonassessable and, except for directors' or similar qualifying shares and
      except that the Company owns, directly or indirectly, 96.2% of the capital
      stock of Amkor Technology Taiwan Ltd. and 99.86% of the capital stock of
      Unitive Semiconductor Taiwan Corp., are owned by the Company directly or
      indirectly through one or more wholly owned Subsidiaries free and clear of
      any claim, lien, encumbrance, security interest, restriction upon voting
      or transfer or any other claim of any third party.

            (j) The Company has full right, power and authority to execute and
      deliver this Agreement, the Indenture and the Securities and to perform
      its respective obligations hereunder and thereunder (including issuing the
      Conversion Shares upon conversion of the Securities); all corporate action
      required to be taken by the Company for the due and proper authorization,
      execution and delivery of each of the Transaction Documents, and the
      consummation of the transactions contemplated hereby and thereby have been
      duly and validly taken.

            (k) The Indenture, when duly executed by the proper officers of the
      Company and delivered by the Company, assuming due authorization,
      execution and delivery thereof by the Trustee, will constitute a valid and
      binding agreement of the Company enforceable against the Company in
      accordance with its terms, subject to the effects of bankruptcy,
      insolvency, fraudulent conveyance, reorganization, moratorium and other
      similar laws relating to or affecting creditors' rights generally, general
      equitable principles (whether considered in a proceeding in equity or at
      law) and an implied covenant of good faith and fair dealing. The
      Disclosure Package and Final Prospectus contain a fair summary of the
      principal terms of the Indenture. On the Closing Date, the Indenture will
      conform in all material respects to the requirements of the Trust
      Indenture Act and the rules and regulations applicable to an indenture
      which is qualified thereunder.

            (l) The Securities, when duly executed, authenticated, issued and
      delivered as provided in the Indenture, and upon payment and delivery in
      accordance with this Agreement, will be duly and validly issued and
      outstanding and will constitute valid and binding obligations of the
      Company entitled to the benefits of the Indenture applicable thereto and
      enforceable in accordance with their terms, subject to the effects of
      bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
      and other similar laws relating to or

                                                                               5



      affecting creditors' rights generally, general equitable principles
      (whether considered in a proceeding in equity or at law) and an implied
      covenant of good faith and fair dealing and will be convertible in
      accordance with their terms. The Disclosure Package and Final Prospectus
      contain a fair summary of the principal terms of the Securities.

            (m) This Agreement has been duly authorized, validly executed and
      delivered by the Company.

            (n) There is no franchise, lease, contract, agreement or document
      required by the Act to be described in the Disclosure Package and the
      Final Prospectus, or documents identified therein, or to be filed as an
      exhibit thereto, which is not described or filed therein as required; and
      all descriptions of any such franchises, leases, contracts, agreements or
      documents contained in the documents identified in the Disclosure Package
      and Final Prospectus under the heading "Where You Can Find More
      Information" (the "Incorporated Documents") and/or the Disclosure Package
      and Final Prospectus, to the extent such franchises, leases, contracts,
      agreements or documents are described therein, are accurate and complete
      descriptions of such documents in all material respects.

            (o) Neither the Company nor any of its Subsidiaries is or, after
      giving effect to the offering and sale of the Securities and the
      application of the proceeds thereof as described in the Disclosure Package
      and the Final Prospectus, will become, an "investment company" within the
      meaning of the Investment Company Act of 1940, as amended, and the rules
      and regulations of the Commission thereunder.

            (p) No consent, approval, authorization, filing with or order of any
      court or governmental agency or body is required for the execution,
      delivery and performance of the Transaction Documents by the Company and
      the consummation of the transactions contemplated thereby, including the
      issuance of the Conversion Shares, except such as have been obtained under
      the Act and such as may be required under the blue sky laws of any
      jurisdiction in connection with the purchase and distribution of the
      Securities by the Underwriter in the manner contemplated herein and in the
      Disclosure Package and Final Prospectus.

            (q) There are no contracts, agreements or understandings between the
      Company and any person granting such person the right to require the
      Company to register shares of the Common Stock under the Registration
      Statement other than as set forth in the Disclosure Package and the Final
      Prospectus.

            (r) None of the issuance and sale of the Securities by the Company,
      the issuance of the Conversion Shares upon exercise of the Securities, the
      performance of the Company's obligations under the Transaction Documents
      or the fulfillment of the terms hereof or thereof will conflict with,
      result in a breach or violation of, or constitute a default under, or
      result in the imposition of any

                                                                               6



      lien, charge or encumbrance upon any property or assets of the Company or
      any of its Subsidiaries pursuant to, (i) the charter or by-laws of the
      Company or any of its Subsidiaries, (ii) the terms or provisions of any
      indenture, mortgage, deed of trust, loan agreement or other agreement or
      instrument to which the Company or any of its Subsidiaries is a party or
      by which the Company or any of its Subsidiaries is bound or to which any
      of the property or assets of the Company or any of its Subsidiaries is
      subject, or (iii) any statute, law, rule, regulation, judgment, order or
      decree applicable to the Company or any of its Subsidiaries of any court
      or governmental agency or body having jurisdiction over the Company or any
      of its Subsidiaries or any of their properties or assets, except, in the
      case of clauses (ii) and (iii) only, any conflicts, breaches or violations
      which, individually or in the aggregate, would not be reasonably expected
      to have a Material Adverse Effect.

            (s) Except as disclosed in the Disclosure Package and Final
      Prospective, no action, suit or proceeding by or before any court or
      governmental agency, authority or body or any arbitrator involving the
      Company or any of its Subsidiaries or its or their property or assets is
      pending or, to the best of the Company's knowledge, threatened that could
      reasonably be expected to have, individually or in the aggregate, a
      material adverse effect on the Company's performance of its obligations
      under the Transaction Documents or the consummation of any of the
      transactions contemplated hereby or thereby or a Material Adverse Effect.

            (t) The Company and each of its Subsidiaries owns or leases all such
      properties as are necessary to the conduct of its operations as presently
      conducted, in each case free and clear of all liens, encumbrances, claims
      and defects that would be reasonably expected to result in a Material
      Adverse Effect.

            (u) Neither the Company nor any of its Subsidiaries (i) is in
      violation of its charter or by-laws, (ii) is in default in any respect,
      and no event has occurred and is continuing which, with notice or lapse of
      time or both, would constitute such a default, in the due performance or
      observance of any term, covenant or condition contained in any indenture,
      mortgage, deed of trust, loan agreement or other agreement or instrument
      to which it is a party or by which it is bound or to which any of its
      property or assets is subject, (iii) is in violation in any respect of any
      statute, law, rule, regulation, judgment order or decree of any court,
      governmental body, arbitrator or other authority having jurisdiction over
      the Company, any such Subsidiary or any of their respective properties or
      assets, or (iv) is in non-compliance with any term or condition of, or has
      failed to obtain and maintain in effect, any license, certificate,
      authorization or permit required for the ownership or lease of its
      property or the conduct of its business, except, in the case of clauses
      (ii), (iii) and (iv), any violations, defaults, non-compliance or failures
      which, individually or in the aggregate, would not reasonably be expected
      to have a Material Adverse Effect.

                                                                               7



            (v) PricewaterhouseCoopers LLP ("PWC"), who has expressed its
      opinion on the audited consolidated financial statements of the Company
      and related schedules included or incorporated by reference in the
      Preliminary Prospectus, the Final Prospectus and the Registration
      Statement is an independent registered public accounting firm with respect
      to the Company and its Subsidiaries as required by the Act.

            (w) The historical consolidated financial statements of the Company
      and its Subsidiaries included or incorporated by reference in the
      Preliminary Prospectus, the Prospectus and the Registration Statement
      present fairly in all material respects the financial condition, results
      of operations and cash flows of the Company and its Subsidiaries, on a
      consolidated basis, as of the dates and for the periods indicated, comply
      as to form with the accounting requirements of the Act and have been
      prepared in conformity with generally accepted accounting principles
      applied on a consistent basis throughout the periods involved (except as
      otherwise noted therein). The summary financial data set forth under the
      caption "Summary Financial Information" in the Preliminary Prospectus and
      the Final Prospectus fairly present, on the basis stated in the
      Preliminary Prospectus and the Final Prospectus, the information included
      therein. The other financial and statistical information and data included
      or incorporated by reference in the Disclosure Package and the Final
      Prospectus are, in all material respects, fairly presented.

            (x) To the best of the Company's knowledge, there are no transfer
      taxes or other similar fees or charges under Federal law or the laws of
      any state, or any political subdivision thereof, required to be paid in
      connection with the execution and delivery of this Agreement or the
      issuance or sale by the Company of the Securities and Conversion Shares.

            (y) Neither the Company nor any of its Subsidiaries has been or is
      in violation of any federal or state or foreign law or regulation relating
      to occupational safety and health or to the storage, handling or
      transportation of hazardous or toxic materials, and the Company and its
      Subsidiaries have received all permits, licenses or other approvals
      required of them under applicable federal and state and foreign
      occupational safety and health and environmental laws and regulations to
      conduct their respective businesses, and the Company and each of its
      Subsidiaries is in compliance with all terms and conditions of any such
      permit, license or approval, except any such violation of law or
      regulation, failure to receive required permits, licenses or other
      approvals or failure to comply with the terms and conditions of such
      permits, licenses or approvals which could reasonably be expected to,
      individually or in the aggregate, have a Material Adverse Effect.

            (z) The Company and its Subsidiaries each (i) have filed all
      federal, state, local and foreign income and franchise tax returns that
      are required to be filed or have requested extensions thereof (except in
      any case in which the failure

                                                                               8



      so to file would not have a Material Adverse Effect), (ii) have paid all
      federal, state, local and foreign taxes shown as payable on such returns,
      to the extent that any of the foregoing is due and payable, except for any
      such tax that is currently being contested in good faith or as would not
      have a Material Adverse Effect, and (iii) do not have any tax deficiency
      or claims outstanding or assessed or, to the best of the Company's
      knowledge, proposed against it which could reasonably be expected to have
      a Material Adverse Effect.

            (aa) No labor dispute with the employees of the Company or any of
      its Subsidiaries exists or, to the best of the Company's knowledge, is
      threatened, that could reasonably be expected to have a Material Adverse
      Effect.

            (bb) The Company and each of its Subsidiaries are insured by
      insurers of recognized financial responsibility against such losses and
      risks and in such amounts as are prudent for the businesses in which they
      are engaged; and neither the Company nor any such Subsidiary has any
      reason to believe that it will not be able to renew its existing insurance
      coverage as and when such coverage expires or to obtain similar coverage
      from similar insurers as may be necessary to continue its business at a
      cost that would not have a Material Adverse Effect, except as described in
      or contemplated in the Disclosure Package and the Final Prospectus
      (exclusive of any supplement thereto).

            (cc) No Subsidiary (excluding Amkor Iwate Company, Ltd., (K.K.)) is
      currently prohibited, directly or indirectly, from paying any dividends to
      the Company, from making any other distribution on such Subsidiary's
      capital stock, from repaying to the Company any loans or advances to such
      Subsidiary from the Company or from transferring any of such Subsidiary's
      property or assets to the Company or any other Subsidiary, except as
      described in or contemplated by the Disclosure Package and the Final
      Prospectus (exclusive of any supplement thereto) or as otherwise permitted
      in the Indenture.

            (dd) The Company and each of its Subsidiaries maintain a system of
      internal accounting controls sufficient to provide reasonable assurances
      that (i) transactions are executed in accordance with management's general
      or specific authorization; (ii) transactions are recorded as necessary to
      permit preparation of financial statements in conformity with generally
      accepted accounting principles and to maintain accountability for assets;
      (iii) access to assets is permitted only in accordance with management's
      general or specific authorization; and (iv) the recorded accountability
      for assets is compared with the existing assets at reasonable intervals
      and appropriate action is taken with respect to any differences.

            (ee) The Company and the Company's directors and officers, in their
      capacities as such, are in compliance in all material respects with the
      currently effective and currently applicable provisions of the
      Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in
      connection therewith (the "Sarbanes

                                                                               9



      Oxley Act"), including Section 402 related to loans and Sections 302 and
      906 related to certifications.

            (ff) The Company and each of its Subsidiaries owns or has obtained
      licenses for the patents, patent applications, trade and service marks,
      trade secrets and other intellectual properties referenced or described in
      the Disclosure Package and Final Prospectus as being owned by or licensed
      to them (collectively, the "Intellectual Property") and (i) to the best of
      the Company's knowledge, there are no rights of third parties to any such
      Intellectual Property owned by the Company or any of its Subsidiaries;
      (ii) to the best of the Company's knowledge, there is no material
      infringement by third parties of any such Intellectual Property; (iii)
      there is no pending or, to the best of the Company's knowledge, threatened
      action, suit, proceeding or claim by others challenging the rights of the
      Company or any of its Subsidiaries in or to any such Intellectual
      Property, and the Company is unaware of any facts which would form a
      reasonable basis for any such claim; (iv) there is no pending or, to the
      best of the Company's knowledge, threatened action, suit, proceeding or
      claim by others challenging the validity or scope of any such Intellectual
      Property; (v) there is no pending or, to the best of the Company's
      knowledge, threatened action, suit, proceeding or claim by others that the
      Company or any of its Subsidiaries infringes or otherwise violates any
      patent, trademark, copyright, trade secret or other proprietary rights of
      others; (vi) to the best of the Company's knowledge, there is no U.S.
      patent or published U.S. patent application which contains claims that
      dominate or may dominate any Intellectual Property described in the
      Disclosure Package and the Final Prospectus as being owned by or licensed
      to the Company or any of its Subsidiaries that interferes with the issued
      or pending claims of any such Intellectual Property; and (vii) there is no
      prior art of which the Company is aware that may render any U.S. patent
      held by the Company or any of its Subsidiaries invalid or any U.S. patent
      application held by the Company or any of its Subsidiaries unpatentable
      which has not been disclosed to the U.S. Patent and Trademark Office, in
      each case of clauses (i) through (vii) that could reasonably be expected
      to result in a Material Adverse Effect. Each of the Company and its
      Subsidiaries owns or could obtain the Intellectual Property or has the
      rights to the Intellectual Property that is necessary to conduct the
      Company's business as described in the Disclosure Package and the Final
      Prospectus.

            (gg) The Company is subject to and in full compliance with the
      reporting requirements of Section 13 or Section 15(d) of the Exchange Act.

            (hh) Neither the Company nor its affiliated purchasers, as defined
      in Rule 100 of Regulation M under the Exchange Act ("Regulation M"),
      either alone or with one or more other persons, (i) has taken, either
      directly or indirectly, any action which was designed to cause or result
      in, stabilization or manipulation of the price of any security of the
      Company ("Subject Securities") in connection with the offering of the
      Securities or (ii) will bid for or purchase any Subject Securities of the
      Company or any other covered securities (within the meaning of

                                                                              10



      Regulation M) relating to the Subject Securities (together with the
      Subject Securities, "Covered Securities"), or attempt to induce any person
      to bid for or purchase any Covered Securities, in either case, for the
      purpose of creating actual or apparent active trading in, or raising the
      price of the Securities.

            (ii) There are no outstanding loans, advances (except normal
      advances for business expenses in the ordinary course of business) or
      guarantees of indebtedness by the Company or any of its Subsidiaries to or
      for the benefit of any of the officers or directors of the Company or any
      of its Subsidiaries or any of the members of the families of any of them,
      which loans, advances or guarantees are required to be, and are not,
      disclosed in the Disclosure Package and the Final Prospectus.

            (jj) There have not been, and there are not proposed, (i) any
      transactions or agreements between the Company or any of its Subsidiaries
      on the one hand and the officers, directors or stockholders of the Company
      or any of its Subsidiaries on the other hand, or (ii) any transactions or
      agreements between the Company on the one hand and any of its Subsidiaries
      on the other hand, or among any of the Company's Subsidiaries, which
      transactions or agreements are required to be, and are not, disclosed in
      the Disclosure Package and the Final Prospectus.

            (kk) No officer or director of the Company is in breach or violation
      of any employment agreement, non-competition agreement, confidentiality
      agreement or other agreement restricting the nature or scope of employment
      to which such officer or director is a party, other than such breaches or
      violations which could not reasonably be expected to, individually or in
      the aggregate, have a Material Adverse Effect.

            (ll) Neither the Company nor any of its Subsidiaries has sustained,
      since the date of the latest audited financial statements included or
      incorporated by reference in the Prospectus, any material loss or
      interference with its business from fire, explosion, flood or other
      calamity, whether or not covered by insurance, or from any labor dispute
      or court or governmental action, order or decree; and, since such date,
      there has not been any change in the capital stock or long-term debt of
      the Company or any of its Subsidiaries or any development which could
      reasonably be expected to have a Material Adverse Effect, otherwise than
      as set forth or contemplated in the Disclosure Package and the Final
      Prospectus (exclusive of any supplement thereto).

            (mm) No "prohibited transaction" (as defined in Section 406 of the
      Employee Retirement Income Security Act of 1974, as amended, including the
      regulations and published interpretations thereunder ("ERISA"), or Section
      4975 of the Internal Revenue Code of 1986, as amended from time to time
      (the "Code")) or "accumulated funding deficiency" (as defined in Section
      302 of ERISA) or any of the events set forth in Section 4043(b) of ERISA
      (other than events with respect to which the 30-day notice requirement
      under Section 4043 of

                                                                              11



      ERISA has been waived) has occurred with respect to any employee benefit
      plan which could reasonably be expected to have a Material Adverse Effect;
      each employee benefit plan is in compliance in all material respects with
      applicable law, including ERISA and the Code; the Company has not incurred
      and does not expect to incur liability under Title IV of ERISA with
      respect to the termination of, or withdrawal from, any "pension plan"; and
      each "pension plan"(as defined in ERISA) for which the Company would have
      any liability that is intended to be qualified under Section 401(a) of the
      Code is so qualified in all material respects and nothing has occurred,
      whether by action or by failure to act, which could cause the loss of such
      qualification.

            (nn) The minute books of the Company and each of its Subsidiaries
      have been made available to the Representative and counsel for the
      Underwriter, and such books contain a fair summary of all meetings and
      actions of the directors and stockholders of the Company and each of its
      Subsidiaries since the time of its respective incorporation through the
      date of the latest meeting and action.

            (oo) On and immediately after the Closing Date (as defined below),
      the Company (after giving effect to the issuance of the Securities and to
      the other transactions related thereto as described in the Disclosure
      Package and the Final Prospectus) will be Solvent. As used in this
      paragraph, the term "Solvent" means, with respect to a particular date,
      that on such date (i) the present fair market value (or present fair
      saleable value) of the assets of the Company is not less than the total
      amount required to pay the probable liabilities of the Company on its
      total existing debts and liabilities (including contingent liabilities) as
      they become absolute and matured, (ii) the Company is able to realize upon
      its assets and pay its debts and other liabilities, contingent obligations
      and commitments as they mature and become due in the normal course of
      business, (iii) assuming the sale of the Securities as contemplated by
      this Agreement and the Disclosure Package and the Final Prospectus, the
      Company is not incurring debts or liabilities beyond its ability to pay as
      such debts and liabilities mature and (iv) the Company is not engaged in
      any business or transaction, and is not about to engage in any business or
      transaction, for which its property would constitute unreasonably small
      capital after giving due consideration to the prevailing practice in the
      industry in which the Company is engaged. In computing the amount of such
      contingent liabilities at any time, it is intended that such liabilities
      will be computed at the amount that, in the light of all the facts and
      circumstances existing at such time, represents the amount that can
      reasonably be expected to become an actual or matured liability.

            (pp) Neither the Company nor any of its Subsidiaries own any "margin
      securities" as that term is defined in Regulations of the Board of
      Governors of the Federal Reserve System (the "Federal Reserve Board"), and
      none of the proceeds of the sale of the Securities will be used, directly
      or indirectly, for the purpose of purchasing or carrying any margin
      security, for the purpose of reducing or retiring any indebtedness which
      was originally incurred to purchase or carry any margin security or for
      any other purpose which might cause any of the Securities to be

                                                                              12



      considered a "purpose credit" within the meanings of Regulation T, U or X
      of the Federal Reserve Board.

            (qq) Neither the Company nor any of its Subsidiaries is a party to
      any contract, agreement or understanding with any person that would give
      rise to a valid claim against the Company or the Underwriter for a
      brokerage commission, finder's fee or like payment in connection with the
      offering and sale of the Securities.

            (rr) No forward-looking statement (within the meaning of Section 27A
      of the Act and Section 21E of the Exchange Act) contained in the
      Disclosure Package and the Final Prospectus has been made for which the
      Company's management did not have a reasonable basis.

            (ss) Neither the Company nor any of its Subsidiaries nor, to the
      best of the Company's knowledge, any employee or agent of the Company of
      any of its Subsidiaries, has made any contribution or other payment to any
      official of, or candidate for, any federal, state or foreign office in
      violation of any law which could reasonably be expected to have a Material
      Adverse Effect.

            (tt) The operations of the Company and its Subsidiaries are and have
      been conducted at all times in compliance with applicable financial
      recordkeeping and reporting requirements of the Currency and Foreign
      Transactions Reporting Act of 1970, as amended, the money laundering
      statutes of all jurisdictions, the rules and regulations thereunder and
      any related or similar rules, regulations or guidelines, issued,
      administered or enforced by any governmental agency (collectively, the
      "Money Laundering Laws") and no action, suit or proceeding by or before
      any court or governmental agency, authority or body or any arbitrator
      involving the Company or any of its subsidiaries with respect to the Money
      Laundering Laws is pending or, to the best knowledge of the Company,
      threatened.

            (uu) Neither the Company nor any of its Subsidiaries nor, to the
      knowledge of the Company, any director, officer, agent, employee or
      affiliate of the Company or any of its subsidiaries is currently subject
      to any U.S. sanctions administered by the Office of Foreign Assets Control
      of the U.S. Treasury Department ("OFAC"); and the Company will not
      directly or indirectly use the proceeds of the offering, or lend,
      contribute or otherwise make available such proceeds to any subsidiary,
      joint venture partner or other person or entity, for the purpose of
      financing the activities of any person currently subject to any U.S.
      sanctions administered by OFAC.

            (vv) Except as disclosed in the Disclosure Package and the Final
      Prospectus, the Company (i) does not have any material lending or other
      relationship with any bank or lending affiliate of the Underwriter and
      (ii) does not intend to use any of the proceeds from the sale of the
      Securities hereunder to

                                                                              13



      repay any outstanding debt owed to any affiliate of the Underwriter
      (provided no representation is made with respect to notes that may be
      purchased in the concurrent tender offer described in the Disclosure
      Package and Final Prospectus).

            Any certificate signed by any officer of the Company and delivered
to the Representative or counsel for the Underwriter in connection with the
offering of the Securities shall be deemed a representation and warranty by the
Company, as to matters covered thereby, to the Underwriter.

            2. Purchase and Sale.

            (a) Subject to the terms and conditions and in reliance upon the
      representations and warranties herein set forth, the Company agrees to
      sell to the Underwriter, and the Underwriter agrees to purchase from the
      Company, at the purchase price set forth in Schedule I hereto the
      principal amount of the Securities set forth opposite the Underwriter's
      name in Schedule I hereto.

            (b) Subject to the terms and conditions and in reliance upon the
      representations and warranties herein set forth, the Company hereby grants
      an option to the Underwriter to purchase up to $28,500,000 aggregate
      principal amount of Option Notes at the same percentage of the principal
      amount thereof as the Underwriter shall pay for the Firm Notes, plus
      accrued interest, in any, from May 26, 2006 to the settlement date (the
      "settlement date") for the Option Notes. Said option may be exercised only
      to cover over-allotments in the sale of the Firm Notes by the Underwriter.
      Said option may be exercised in whole or in part at any time and from time
      to time on or before the 30th day after the date of the Final Prospectus
      upon written or electronic notice by the Representative to the Company
      setting forth the principal amount of Option Notes as to which the
      Underwriter is exercising the option and the settlement date.

            3. Delivery and Payment. Delivery of and payment for the Firm Notes
and the Option Notes (if the option provided for in Section 2(b) hereof shall
have been exercised on or before the third Business Day prior to the Closing
Date) shall be made at 10:00 AM, New York City time, on the date set forth in
Schedule I hereto, or at such time on such later date not more than three
Business Days after the foregoing date as the Representative shall designate,
which date and time may be postponed by agreement between the Representative and
the Company (such date and time of delivery and payment for the Securities being
herein called the "Closing Date"). Delivery of the Securities shall be made to
the Representative for the account of the Underwriter against payment by the
Underwriter of the purchase price thereof to or upon the order of the Company by
wire transfer payable in same-day funds to an account specified by the Company.
Delivery of the Securities shall be made through the facilities of The
Depository Trust Company unless the Representative shall otherwise instruct.

                                                                              14



            If the option provided for in Section 2(b) hereof is exercised after
the third Business Day prior to the Closing Date, the Company will deliver the
Option Notes (at the expense of the Company) to the Representative, at such
location and on such date specified by the Representative (which shall be within
three Business Days after exercise of said option) for the account of the
Underwriter, against payment by the Underwriter of the purchase price thereof to
or upon the order of the Company by wire transfer payable in same-day funds to
an account specified by the Company. If settlement for the Option Notes occurs
after the Closing Date, the Company will deliver to the Representative on the
settlement date for the Option Notes, and the obligation of the Underwriter to
purchase the Option Notes shall be conditioned upon receipt of, supplemental
opinions, certificates and letters confirming as of such date the opinions,
certificates and letters delivered on the Closing Date pursuant to Section 6
hereof.

            4. Offering by Underwriter. It is understood that the Underwriter
proposes to offer the Securities for sale to the public as set forth in the
Final Prospectus.

            5. Agreements. The Company agrees with the Underwriter that:

            (a) Prior to the termination of the offering of the Securities, the
      Company will not file any amendment of the Registration Statement or
      supplement (including the Final Prospectus or any Preliminary Prospectus)
      to the Base Prospectus unless the Company has furnished you a copy for
      your review prior to filing and will not file any such proposed amendment
      or supplement to which you reasonably object. The Company will cause the
      Final Prospectus, properly completed, and any supplement thereto to be
      filed in a form reasonably approved by the Representative with the
      Commission pursuant to the applicable paragraph of Rule 424(b) within the
      time period prescribed and will provide evidence satisfactory to the
      Representative of such timely filing. During the time when the Final
      Prospectus relating to the Securities is required to be delivered under
      the Act (including in circumstances where such requirement may be
      satisfied pursuant to Rule 172), the Company will promptly advise the
      Representative (i) when the Final Prospectus, and any supplement thereto,
      shall have been filed (if required) with the Commission pursuant to Rule
      424(b), (ii) when, prior to termination of the offering of the Securities,
      any amendment to the Registration Statement shall have been filed or
      become effective, (iii) of any request by the Commission or its staff for
      any amendment of the Registration Statement, or any Rule 462(b)
      Registration Statement, or for any supplement to the Final Prospectus or
      for any additional information, (iv) of the issuance by the Commission of
      any stop order suspending the effectiveness of the Registration Statement
      or of any notice objecting to its use or the institution or threatening of
      any proceeding for that purpose and (v) of the receipt by the Company of
      any notification with respect to the suspension of the qualification of
      the Securities for sale in any jurisdiction or the institution or
      threatening of any proceeding for such purpose. The Company will use its
      best efforts to prevent the issuance of any such stop order or the
      occurrence of any such suspension or objection to the use of the
      Registration Statement and, upon such issuance, occurrence or notice of

                                                                              15



      objection, to obtain as soon as possible the withdrawal of such stop order
      or relief from such occurrence or objection, including, if necessary, by
      filing an amendment to the Registration Statement or a new registration
      statement and using its reasonable best efforts if applicable to have such
      amendment or new registration statement declared effective as soon as
      practicable.

            (b) It will prepare a final term sheet, containing solely a
      description of the pricing terms applicable to the Securities and
      information derived therefrom, in a form approved by you and to file such
      term sheet pursuant to Rule 433(d) within the time required by such Rule.

            (c) If, at any time prior to the filing of a final prospectus
      pursuant to Rule 424(b), any event occurs as a result of which the
      Disclosure Package would include any untrue statement of a material fact
      or omit to state any material fact necessary to make the statements
      therein in the light of the circumstances under which they were made at
      such time not misleading, the Company will (i) notify promptly the
      Representative so that any use of the Disclosure Package may cease until
      it is amended or supplemented; (ii) amend or supplement the Disclosure
      Package to correct such statement or omission; and (iii) supply any
      amendment or supplement to you in such quantities as you may reasonably
      request.

            (d) If, at any time when the Final Prospectus relating to the
      Securities is required to be delivered under the Act (including in
      circumstances where such requirement may be satisfied pursuant to Rule
      172), any event occurs as a result of which the Final Prospectus as then
      supplemented would include any untrue statement of a material fact or omit
      to state any material fact necessary to make the statements therein in the
      light of the circumstances under which they were made at such time not
      misleading, or if it shall be necessary to amend the Registration
      Statement, file a new registration statement or supplement the Final
      Prospectus to comply with the Act or the Exchange Act or the respective
      rules thereunder, including in connection with use or delivery of the
      Final Prospectus, the Company promptly will (i) notify the Representative
      of such event, (ii) prepare and file with the Commission, subject to the
      second sentence of paragraph (a) of this Section 5, an amendment or
      supplement or new registration statement which will correct such statement
      or omission or effect such compliance, (iii) if applicable, use its
      reasonable best efforts to have any amendment to the Registration
      Statement or new registration statement declared effective as soon as
      practicable in order to avoid any disruption in use of the Final
      Prospectus and (iv) supply any supplemented Final Prospectus to you in
      such quantities as you may reasonably request.

            (e) As soon as practicable, the Company will make generally
      available to its security holders and to the Representative an earnings
      statement or statements of the Company and its subsidiaries which will
      satisfy the provisions of Section 11(a) of the Act and Rule 158.

                                                                              16



            (f) If requested by the Representative, the Company will furnish to
      the Representative and counsel for the Underwriter, without charge, signed
      copies of the Registration Statement (including exhibits thereto) and to
      each other Underwriter a copy of the Registration Statement (without
      exhibits thereto) and, so long as delivery of a prospectus by an
      Underwriter or dealer may be required by the Act (including in
      circumstances where such requirement may be satisfied pursuant to Rule
      172), as many copies of each Preliminary Prospectus, the Final Prospectus
      and each Issuer Free Writing Prospectus and any supplement thereto as the
      Representative may reasonably request. The Company will pay the expenses
      of printing or other production of all documents relating to the offering.

            (g) The Company will arrange, if necessary, for the qualification of
      the Securities and Conversion Shares for sale under the laws of such
      jurisdictions as the Representative may reasonably designate, will
      maintain such qualifications in effect so long as required for the
      distribution of the Securities and will pay any fee of the National
      Association of Securities Dealers, Inc. in connection with its review of
      the offering; provided that in no event shall the Company be obligated to
      qualify to do business in any jurisdiction where it is not now so
      qualified or to take any action that would subject it to service of
      process in suits, other than those arising out of the offering or sale of
      the Securities, in any jurisdiction where it is not now so subject.

            (h) The Company agrees that, unless it has obtained or will obtain
      the prior written consent of the Representative, and the Underwriter
      agrees with the Company that, unless it has obtained or will obtain, as
      the case may be, the prior written consent of the Company, it has not made
      and will not make any offer relating to the Securities that would
      constitute an Issuer Free Writing Prospectus or that would otherwise
      constitute a "free writing prospectus" (as defined in Rule 405) required
      to be filed by the Company with the Commission or retained by the Company
      under Rule 433, other than the information contained in the final term
      sheet prepared and filed pursuant to Section 5(b) hereto; provided that
      the prior written consent of the parties hereto shall be deemed to have
      been given in respect of the Free Writing Prospectuses included in
      Schedule II hereto. Any such free writing prospectus consented to by the
      Representative or the Company is hereinafter referred to as a "Permitted
      Free Writing Prospectus." The Company agrees that (x) it has treated and
      will treat, as the case may be, each Permitted Free Writing Prospectus as
      an Issuer Free Writing Prospectus and (y) it has complied and will comply,
      as the case may be, with the requirements of Rules 164 and 433 applicable
      to any Permitted Free Writing Prospectus, including in respect of timely
      filing with the Commission, legending and record keeping.

            (i) During a period of 90 days from the date of the Final
      Prospectus, the Company will not, without the prior written consent of
      Citigroup Global Markets Inc., (i) directly or indirectly, offer, pledge,
      sell, contract to sell, sell any option or contract to purchase, purchase
      any option or contract to sell, grant any option, right or warrant for the
      sale of, or otherwise dispose of or transfer any

                                                                              17



      share of Common Stock or any securities convertible into or exercisable or
      exchangeable for Common Stock or file, or cause to be filed, any
      registration statement or prospectus under the 1933 Act with respect to
      any of the foregoing or (ii) enter into any swap or any other agreement or
      any transaction that transfers, in whole or in part, directly or
      indirectly, the economic consequence of ownership of the Common Stock,
      whether any such swap or transaction described in clause (i) or (ii) above
      is to be settled by delivery of Common Stock or such other securities, in
      cash or otherwise; provided, however, that (i) the Company may issue and
      sell Common Stock pursuant to any employee stock option plan, stock
      ownership plan or dividend reinvestment plan of the Company in effect at
      the Execution Time and (ii) the Company may issue Common Stock issuable
      upon the conversion of the Securities or the exercise of warrants
      outstanding at the Execution Time.

            (j) The Company will not take, directly or indirectly, any action
      designed to or that would constitute or that might reasonably be expected
      to cause or result in, under the Exchange Act or otherwise, stabilization
      or manipulation of the price of any security of the Company to facilitate
      the sale or resale of the Securities.

            (k) Prior to the Closing Date, the Company will not issue any press
      release or other public communication directly or indirectly or hold any
      press conference with respect to the Company, its condition, financial or
      otherwise, or earnings, business affairs or business prospects (except for
      routine oral marketing communications in the ordinary course of business
      and consistent with the past practices of the Company and of which the
      Representative is notified), without consultation with the Representative,
      unless in the judgment of the Company and its counsel, and after
      notification to the Representative, such press release or public
      communication is required by law.

            (l) The Company will apply the net proceeds from the sale of the
      Securities as set forth in the Disclosure Package and the Prospectus under
      the heading "Use of Proceeds".

            (m) In connection with the offering of the Securities, until the
      earlier to occur of (i) the date the Representative shall have notified
      the Company of the completion of the resale of the Securities or (ii) 30
      days following the Closing Date, the Company will make its officers,
      employees, independent accountants and legal counsel reasonably available
      upon request by the Representative.

            (n) The Company will not take any action prior to the execution and
      delivery of the Indenture which, if taken after such execution and
      delivery, would have violated any of the covenants contained in the
      Indenture.

                                                                              18



            (o) The Company will reserve and keep available at all times free of
      pre-emptive rights, the full number of Conversion Shares issuable upon
      conversion of the Securities.

            (p) Between the date hereof and the later of the Closing Date and
      any settlement date relating to Option Notes, the Company will not do or
      authorize anything that would result in an adjustment of the Conversion
      Price.

            (q) The Company will use all reasonable efforts to effect the
      designation or listing subject to notice of issuance, of the Conversion
      Shares issuable upon such conversion on the Nasdaq National Market or on
      such market or exchange on which the Common Stock is then quoted or
      listed.

            (r) The Company agrees with the Representative to pay (a) the costs
      incident to the authorization, issuance, sale, preparation and delivery of
      the Securities to the Underwriter or pursuant to the sale of the
      Securities to the public as set forth in the Disclosure Package and Final
      Prospectus, and for the issuance of the Conversion Shares, and any
      transfer or other taxes payable in that connection; (b) the costs incident
      to the preparation, printing and distribution of any Preliminary
      Prospectus and the Final Prospectus and any amendments and exhibits
      thereto, the costs of printing, reproducing and distributing the
      Transaction Documents and applicable related documents by mail, telex or
      other means of communications; (c) any applicable listing or other fees;
      (d) any fee of the National Association of Securities Dealers, Inc. in
      connection with its review of the offering; (e) all fees and expenses of
      the Trustees or any agent thereof; (f) any fees charged by securities
      rating services for rating the Securities; and (g) all other costs and
      expenses incident to the performance of the obligations of the Company
      under this Agreement (including, without limitation, the fees and expenses
      of the Company's counsel and the Company's independent accountants);
      provided that, except as otherwise provided in this paragraph and in
      Section 7, the Underwriter shall pay its own costs and expenses, including
      the fees and expenses of its counsel.

            6. Conditions to the Obligations of the Underwriter. The obligation
of the Underwriter to purchase the Securities shall be subject to the accuracy
of the representations and warranties on the part of the Company contained
herein as of the Execution Time and the Closing Date, to the accuracy of the
statements of the Company made in any certificates pursuant to the provisions
hereof, to the performance by the Company of its obligations hereunder and to
the following additional conditions:

            (a) The Final Prospectus, and any supplement thereto, have been
      filed in the manner and within the time period required by Rule 424(b);
      the final term sheet contemplated by Section 5(b) hereto, and any other
      material required to be filed by the Company pursuant to Rule 433(d) under
      the Act, shall have been filed with the Commission within the applicable
      time periods prescribed for such filings by Rule 433; and no stop order
      suspending the effectiveness of the

                                                                              19



      Registration Statement or any notice objecting to its use shall have been
      issued and no proceedings for that purpose shall have been instituted or
      threatened.

            (b) All corporate proceedings and other legal matters incident to
      the authorization, form and validity of each of each of the Transaction
      Documents, the Prospectus and all other legal matters relating to this
      Agreement and the transactions contemplated hereby shall be reasonably
      satisfactory in all material respects to counsel for the Underwriter, and
      the Company shall have furnished to such counsel all documents and
      information that they may reasonably request to enable them to pass upon
      such matters.

            (c) The Company shall have requested and caused Wilson Sonsini
      Goodrich & Rosati P.C., counsel for the Company, to have furnished to the
      Representative their opinion, dated the Closing Date and addressed to the
      Representative, to the effect set forth in Annex A-1.

            (d) Jerry Allison, Assistant General Counsel of the Company, shall
      have furnished to the Representative such counsel's written opinion, as
      counsel to the Company, addressed to the Representative and dated the
      Closing Date, in form and substance reasonably satisfactory to the
      Representative, to the effect that:

                  (i) except to the extent set forth in the Disclosure Package
            and the Final Prospectus, and except for directors' shares which are
            not material in amount, all the outstanding shares of capital stock
            of each Subsidiary are owned by the Company directly or indirectly
            through one or more wholly owned Subsidiaries, free and clear of any
            claim, lien, encumbrance, security interest, restriction upon voting
            or transfer or any other claim of any third party; and

                  (ii) to the best of such counsel's knowledge, except as set
            forth in the Disclosure Package and the Final Prospectus, no
            options, warrants or other rights to purchase, agreements or other
            obligations to issue, or rights to convert any obligations into or
            exchange any securities for, shares of capital stock of or ownership
            interests in the Company are outstanding.

            In rendering such opinion, such counsel may rely as to matters
      involving the application of laws of any jurisdiction other than the
      United States or the corporate laws of the State of Delaware, to the
      extent he deems proper and specifies in such opinion, upon the opinion of
      other counsel of good standing whom he believes to be reliable and who are
      satisfactory to counsel for the Underwriter. Such opinion may also contain
      customary qualifications and limitations. References to the Disclosure
      Package and the Final Prospectus in this paragraph (d) include any
      amendments or supplements thereto at the Closing Date.

                                                                              20



            (e) Ortega, Del Castillo, Bacorro, Odulio, Calma & Carbonell Law
      Offices, Philippines counsel for the Company, shall have furnished to the
      Representative such counsel's written opinion, as counsel to the Company,
      addressed to the Representative and dated the Closing Date, in form and
      substance reasonably satisfactory to the Representative, to the effect
      that:

                  (i) each of the Subsidiaries incorporated or organized under
            the laws of the Philippines (the "Philippines Subsidiaries") has
            been duly incorporated and is validly existing as a corporation in
            good standing under the laws of the Philippines, with full corporate
            power and authority to own or hold its properties and to conduct the
            businesses in which it is engaged; and

                  (ii) all the outstanding shares of capital stock of each
            Philippines Subsidiary have been duly authorized and validly issued,
            are fully paid and non assessable and, except such shares of each
            Philippines Subsidiary owned by directors thereof, which shares in
            each case do not exceed 0.1% of the outstanding shares of such
            Subsidiary, are owned by the Company directly or indirectly through
            one or more wholly owned Subsidiaries, free and clear of any claim,
            lien, encumbrance, security interest, restriction upon voting or
            transfer or any other claim of any third party.

            In rendering such opinion, such counsel may rely as to matters of
      fact, to the extent they deem proper on certificates of responsible
      officers of the Company and public officials. Such opinion may also
      contain customary qualifications and limitations.

            (f) Kim & Chang, Korean Counsel for the Company, shall have
      furnished to the Representative such counsel's written opinion, as counsel
      to the Company, addressed to the Representative and dated the Closing
      Date, in form and substance reasonably satisfactory to the Representative,
      to the effect that:

                  (i) such of the Subsidiaries incorporated or organized under
            the laws of the Republic of Korea (the "Korean Subsidiaries") has
            been duly incorporated and is validly existing as corporations under
            the laws of the Republic of Korea, with full corporate power and
            authority to own or hold its properties and to conduct its
            businesses in accordance with its Articles of Incorporation; and

                  (ii) all the outstanding shares of capital stock of each
            Korean Subsidiary have been duly authorized and validly issued, are
            fully paid and nonassessable, and, in the case of each Korean
            Subsidiary, are owned by the Company directly or indirectly through
            one or more wholly owned subsidiaries, free and clear of any claim,
            lien, encumbrance, security

                                                                              21



            interest, restriction upon voting or transfer or any other claim of
            any third party.

            In rendering such opinion, such counsel may rely as to matters of
      fact, to the extent they deem proper, on certificates of responsible
      officers of each Korean Subsidiary and the Company and public officials.
      Such opinion may also contain customary qualifications and limitations.

            (g) The Representative shall have received from Weil, Gotshal &
      Manges LLP, counsel for the Underwriter, such opinion or opinions, dated
      the Closing Date and addressed to the Representative, with respect to the
      issuance and sale of the Securities, the Indenture, the Registration
      Statement, the Disclosure Package, the Final Prospectus (together with any
      supplement thereto) and other related matters as the Representative may
      reasonably require, and the Company shall have furnished to such counsel
      such documents as they request for the purpose of enabling them to pass
      upon such matters.

            (h) The Company shall have requested and caused
      PricewaterhouseCoopers LLP to have furnished to the Representative, at the
      Execution Time and at the Closing Date, a letter, in form and substance
      satisfactory to the Underwriter (i) confirming that they are the
      independent certified public accountants with respect to the Company and
      its Subsidiaries within the meaning of the Act and the Exchange Act and
      (ii) stating the conclusions and findings of such firm with respect to
      financial statements and certain financial information included or
      incorporated by reference in the Registration Statement, the Preliminary
      Prospectus and the Final Prospectus, the form of which is set forth in
      Annex B hereto.

            (i) The Company shall have furnished to the Representative a
      certificate of the Company, signed by the Chairman of the Board or the
      President and the principal financial or accounting officer of the
      Company, dated the Closing Date, to the effect that the signers of such
      certificate have carefully examined the Registration Statement, the Final
      Prospectus, the Disclosure Package and any amendment or supplement thereto
      and this Agreement and that(1):

                  (i) the representations and warranties of the Company in this
            Agreement are true and correct on and as of the Closing Date with
            the same effect as if made on the Closing Date and the Company has
            complied with all the agreements and satisfied all the conditions on
            its part to be performed or satisfied at or prior to the Closing
            Date;

- ----------
(1) This certificate or a separate certificate will cover compliance with debt
covenants in Company's indentures.

                                                                              22



                  (ii) no stop order suspending the effectiveness of the
            Registration Statement or any notice that would prevent its use has
            been issued and no proceedings for that purpose have been instituted
            or, to the Company's knowledge, threatened; and

                  (iii) since the date of the most recent financial statements
            included in the Disclosure Package and the Final Prospectus
            (exclusive of any supplement thereto), there has been no development
            which could reasonably be expected to have a material adverse effect
            on the condition (financial or otherwise), results of operations,
            business or prospects of the Company and its subsidiaries, taken as
            a whole, whether or not arising from transactions in the ordinary
            course of business, except as set forth in or contemplated in the
            Disclosure Package and the Prospectus (exclusive of any supplement
            thereto).

            (j) Subsequent to the Execution Time or, if earlier, the dates as of
      which information is given in the Registration Statement (exclusive of any
      amendment thereof) and the Final Prospectus (exclusive of any supplement
      thereto), there shall not have been (i) any change or decrease specified
      in the letter or letters referred to in paragraph (e) of this Section 6 or
      (ii) any change, or any development involving a prospective change, in or
      affecting the condition (financial or otherwise), results of operations,
      business or properties of the Company and its subsidiaries taken as a
      whole, whether or not arising from transactions in the ordinary course of
      business, except as set forth in or contemplated in the Disclosure Package
      and the Final Prospectus (exclusive of any supplement thereto) the effect
      of which, in any case referred to in clause (i) or (ii) above, is, in the
      sole judgment of the Representative, so material and adverse as to make it
      impractical or inadvisable to proceed with the offering or delivery of the
      Securities as contemplated by the Registration Statement (exclusive of any
      amendment thereof), the Disclosure Package and the Final Prospectus
      (exclusive of any supplement thereto).

            (k) No action shall have been taken and no statute, rule, regulation
      or order shall have been enacted, adopted or issued by any governmental
      agency or body which would, as of the Closing Date, prevent the issuance
      or sale of the Securities; and no injunction, restraining order or order
      of any other nature by any federal or state court of competent
      jurisdiction shall have been issued as of the Closing Date which would
      prevent the issuance or sale of the Securities.

            (l) Subsequent to the Execution Time, there shall not have been any
      downgrading in the rating of any of the Company's debt securities by any
      "nationally recognized statistical rating organization" (as defined for
      purposes of Rule 436(g) under the Act) and no such organization shall have
      publicly announced that it has under surveillance or review (other than an
      announcement

                                                                              23



      with positive implications of a possible upgrading in its rating of any of
      the Company's debt securities).

            (m) The Indenture shall have been duly executed and delivered by the
      Company and the Trustee, and the Securities shall have been duly executed
      and delivered by the Company and duly authenticated by the Trustee.

            (n) The concurrent offering of senior notes described in the Final
      Prospectus shall have closed.

            (o) Each of the Chief Executive Officer, John T. Kim and JooHo Kim
      shall have furnished a letter, dated as of the date hereof, substantially
      in the form of Exhibit A hereto.

            (p) Prior to the Closing Date, the Company shall have furnished to
      the Underwriter such further information, certificates and documents as
      the Underwriter may reasonably request.

      If any of the conditions specified in this Section 6 shall not have been
fulfilled when and as provided in this Agreement, or if any of the opinions and
certificates mentioned above or elsewhere in this Agreement shall not be
reasonably satisfactory in form and substance to the Representative and counsel
for the Underwriter, this Agreement and all obligations of the Underwriter
hereunder may be canceled at, or at any time prior to, the Closing Date by the
Representative. Notice of such cancellation shall be given to the Company in
writing or by telephone or facsimile confirmed in writing.

            7. Reimbursement of Underwriter's Expenses. If the sale of the
Securities provided for herein is not consummated because any condition to the
obligations of the Underwriter set forth in Section 6 hereof is not satisfied,
because of any termination pursuant to Section 9 hereof or because of any
refusal, inability or failure on the part of the Company to perform any
agreement herein or comply with any provision hereof other than by reason of a
default by the Underwriter, the Company will reimburse the Underwriter on demand
for all out-of-pocket expenses (including reasonable fees and disbursements of
counsel) that shall have been reasonably incurred by the Underwriter in
connection with the proposed purchase and sale of the Securities.

            8. Indemnification and Contribution.

            (a) The Company agrees to indemnify and hold harmless the
      Underwriter, the directors, officers, employees and agents of the
      Underwriter and each person who controls the Underwriter within the
      meaning of either the Act or the Exchange Act against any and all losses,
      claims, damages or liabilities, joint or several, to which they or any of
      them may become subject under the Act, the Exchange Act or other Federal
      or state statutory law or regulation, at common law or otherwise, insofar
      as such losses, claims, damages or liabilities (or actions in respect
      thereof) arise out of or are based upon any untrue statement or alleged

                                                                              24



      untrue statement of a material fact contained in the registration
      statement for the registration of the Securities as originally filed or in
      any amendment thereof, or in the Base Prospectus, any Preliminary
      Prospectus or any other preliminary prospectus supplement relating to the
      Securities, the Final Prospectus, any Issuer Free Writing Prospectus or
      the information contained in the final term sheet required to be prepared
      and filed pursuant to Section 5(b) hereto, or in any amendment thereof or
      supplement thereto, or arise out of or are based upon the omission or
      alleged omission to state therein a material fact required to be stated
      therein or necessary to make the statements therein not misleading, and
      agrees to reimburse each such indemnified party, as incurred, for any
      legal or other expenses reasonably incurred by them in connection with
      investigating or defending any such loss, claim, damage, liability or
      action; provided, however, that the Company will not be liable in any such
      case to the extent that any such loss, claim, damage or liability arises
      out of or is based upon any such untrue statement or alleged untrue
      statement or omission or alleged omission made therein in reliance upon
      and in conformity with written information furnished to the Company by or
      on behalf of the Underwriter through the Representative specifically for
      inclusion therein. This indemnity agreement will be in addition to any
      liability which the Company may otherwise have.

            (b) The Underwriter agrees to indemnify and hold harmless the
      Company, each of its directors, each of its officers who signs the
      Registration Statement, and each person who controls the Company within
      the meaning of either the Act or the Exchange Act, to the same extent as
      the foregoing indemnity from the Company to the Underwriter, but only with
      reference to written information relating to the Underwriter furnished to
      the Company by or on behalf of the Underwriter through the Representative
      specifically for inclusion in the documents referred to in the foregoing
      indemnity. This indemnity agreement will be in addition to any liability
      which the Underwriter may otherwise have. The Company acknowledges that
      the statements set forth in the last paragraph of the cover page regarding
      delivery of the Securities and, under the heading "Underwriting" or "Plan
      of Distribution", (i) the sentences related to concessions and
      reallowances and (iii) the paragraph related to stabilization, syndicate
      covering transactions in any Preliminary Prospectus and the Final
      Prospectus constitute the only information furnished in writing by the
      Underwriter for inclusion in any Preliminary Prospectus or the Final
      Prospectus.

            (c) Promptly after receipt by an indemnified party under this
      Section 8 of notice of the commencement of any action, such indemnified
      party will, if a claim in respect thereof is to be made against the
      indemnifying party under this Section 8, notify the indemnifying party in
      writing of the commencement thereof; but the failure so to notify the
      indemnifying party (i) will not relieve it from liability under paragraph
      (a) or (b) above unless and to the extent it did not otherwise learn of
      such action and such failure results in the forfeiture by the indemnifying
      party of substantial rights and defenses and (ii) will not, in any

                                                                              25



      event, relieve the indemnifying party from any obligations to any
      indemnified party other than the indemnification obligation provided in
      paragraph (a) or (b) above. The indemnifying party shall be entitled to
      appoint counsel of the indemnifying party's choice at the indemnifying
      party's expense to represent the indemnified party in any action for which
      indemnification is sought (in which case the indemnifying party shall not
      thereafter be responsible for the fees and expenses of any separate
      counsel retained by the indemnified party or parties except as set forth
      below); provided, however, that such counsel reasonably shall be
      satisfactory to the indemnified party. Notwithstanding the indemnifying
      party's election to appoint counsel to represent the indemnified party in
      an action, the indemnified party shall have the right to employ separate
      counsel (including local counsel), and the indemnifying party shall bear
      the reasonable fees, costs and expenses of such separate counsel if (i)
      the use of counsel chosen by the indemnifying party to represent the
      indemnified party would present such counsel with a conflict of interest,
      (ii) the actual or potential defendants in, or targets of, any such action
      include both the indemnified party and the indemnifying party and the
      indemnified party shall have reasonably concluded that there may be legal
      defenses available to it and/or other indemnified parties which are
      different from or additional to those available to the indemnifying party,
      (iii) the indemnifying party shall not have employed counsel reasonably
      satisfactory to the indemnified party to represent the indemnified party
      within a reasonable time after notice of the institution of such action or
      (iv) the indemnifying party shall authorize the indemnified party to
      employ separate counsel at the expense of the indemnifying party it being
      understood, however, that the indemnifying party shall not, in connection
      with any one such action or separate but substantially similar or related
      actions in the same jurisdiction arising out of the same general
      allegations or circumstances, be liable for the reasonable fees and
      expenses of more than one separate firm of attorneys at any time for all
      such indemnified parties, which firm shall be designated in writing by
      Citigroup Global Markets Inc., if the indemnified parties under this
      Section consist of the Underwriter indemnified party, or by the Company if
      the indemnified parties under this Section consist of any Company
      indemnified parties. Each indemnified party, as a condition of the
      indemnity agreements contained in paragraphs (a) and (b) of this Section,
      shall use all reasonable efforts to cooperate with the indemnifying party
      in the defense of any such action or claim. No indemnifying party shall be
      liable for any settlement of any such action effected without its written
      consent (which consent shall not be unreasonably withheld), but if settled
      with its written consent or if there be a final judgment for the plaintiff
      in any such action, the indemnifying party agrees to indemnify and hold
      harmless any indemnified party from and against any loss or liability by
      reason of such settlement or judgment. Notwithstanding the foregoing, if
      an indemnifying party shall, without the prior written consent of the
      indemnified parties, settle or compromise or consent to the entry of any
      judgment with respect to any pending or threatened claim, action, suit or
      proceeding in respect of which indemnification or contribution may be
      sought hereunder (whether or not the indemnified parties are actual or
      potential

                                                                              26



      parties to such claim or action), such settlement, compromise or consent
      shall include an unconditional release of each indemnified party from all
      liability arising out of such claim, action, suit or proceeding.

            (d) In the event that the indemnity provided in paragraph (a), (b)
      or (c) of this Section 8 is unavailable to or insufficient to hold
      harmless an indemnified party for any reason, the Company and the
      Underwriter severally agree to contribute to the aggregate losses, claims,
      damages and liabilities (including legal or other expenses reasonably
      incurred in connection with investigating or defending same) (collectively
      "Losses") to which the Company and the Underwriter may be subject in such
      proportion as is appropriate to reflect the relative benefits received by
      the Company on the one hand and by the Underwriter on the other from the
      offering of the Securities; provided, however, that in no case shall the
      Underwriter be responsible for any amount in excess of the underwriting
      discount or commission applicable to the Securities purchased by the
      Underwriter hereunder. If the allocation provided by the immediately
      preceding sentence is unavailable for any reason, the Company and the
      Underwriter severally shall contribute in such proportion as is
      appropriate to reflect not only such relative benefits but also the
      relative fault of the Company on the one hand and of the Underwriter on
      the other in connection with the statements or omissions which resulted in
      such Losses as well as any other relevant equitable considerations.
      Benefits received by the Company shall be deemed to be equal to the total
      net proceeds from the offering (before deducting expenses) received by it,
      and benefits received by the Underwriter shall be deemed to be equal to
      the total underwriting discounts and commissions, in each case as set
      forth on the cover page of the Final Prospectus. Relative fault shall be
      determined by reference to, among other things, whether any untrue or any
      alleged untrue statement of a material fact or the omission or alleged
      omission to state a material fact relates to information provided by the
      Company on the one hand or the Underwriter on the other, the intent of the
      parties and their relative knowledge, access to information and
      opportunity to correct or prevent such untrue statement or omission. The
      Company and the Underwriter agree that it would not be just and equitable
      if contribution were determined by pro rata allocation or any other method
      of allocation which does not take account of the equitable considerations
      referred to above. Notwithstanding the provisions of this paragraph (d),
      no person guilty of fraudulent misrepresentation (within the meaning of
      Section 11(f) of the Act) shall be entitled to contribution from any
      person who was not guilty of such fraudulent misrepresentation. For
      purposes of this Section 8, each person who controls the Underwriter
      within the meaning of either the Act or the Exchange Act and each
      director, officer, employee and agent of the Underwriter shall have the
      same rights to contribution as the Underwriter, and each person who
      controls the Company within the meaning of either the Act or the Exchange
      Act, each officer of the Company who shall have signed the Registration
      Statement and each director of the Company shall have the same

                                                                              27



      rights to contribution as the Company, subject in each case to the
      applicable terms and conditions of this paragraph (d).

            9. Termination. This Agreement shall be subject to termination in
the absolute discretion of the Representative, by notice given to the Company
prior to delivery of and payment for the Securities, if at any time prior to
such time (i) trading in the Company's Common Stock shall have been suspended by
the Commission or the Nasdaq National Market or trading in securities generally
on the New York Stock Exchange or the Nasdaq National Market shall have been
suspended or limited or minimum prices shall have been established on such
Exchange or the Nasdaq National Market, (ii) a banking moratorium shall have
been declared either by Federal or New York State authorities or (iii) there
shall have occurred any outbreak or escalation of hostilities, declaration by
the United States of a national emergency or war, or other calamity or crisis
the effect of which on financial markets is such as to make it, in the sole
judgment of the Representative, impractical or inadvisable to proceed with the
offering or delivery of the Securities as contemplated by any Preliminary
Prospectus or the Final Prospectus (exclusive of any supplement thereto).

            10. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of the
Company or its officers and of the Underwriter set forth in or made pursuant to
this Agreement will remain in full force and effect, regardless of any
investigation made by or on behalf of the Underwriter or the Company or any of
the officers, directors, employees, agents or controlling persons referred to in
Section 8 hereof, and will survive delivery of and payment for the Securities.
The provisions of Sections 7 and 8 hereof shall survive the termination or
cancellation of this Agreement.

            11. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the Representative, will be mailed,
delivered or telefaxed to the Citigroup Global Markets Inc. General Counsel (fax
no.: (212) 816-7912) and confirmed to the General Counsel, Citigroup Global
Markets Inc., at 388 Greenwich Street, New York, New York, 10013, Attention:
General Counsel; or, if sent to the Company, will be mailed, delivered or
telefaxed to Amkor Technology Inc. (fax no.: (480) 821-2616) and confirmed to it
at Amkor Technology Inc., at 1900 South Price Road, Chandler, Arizona 85248,
attention of the Chief Financial Officer.

            12. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the
officers, directors, employees, agents and controlling persons referred to in
Section 8 hereof, and no other person will have any right or obligation
hereunder.

            13. No Fiduciary Duty. The Company hereby acknowledges that (a) the
purchase and sale of the Securities pursuant to this Agreement is an
arm's-length commercial transaction between the Company, on the one hand, and
the Underwriter and any affiliate through which it may be acting, on the other,
(b) the Underwriter is acting as principal and not as an agent or fiduciary of
the Company and (c) the Company's

                                                                              28



engagement of the Underwriter in connection with the offering and the process
leading up to the offering is as independent contractors and not in any other
capacity. Furthermore, the Company agrees that it is solely responsible for
making its own judgments in connection with the offering (irrespective of
whether the Underwriter has advised or is currently advising the Company on
related or other matters). The Company agrees that it will not claim that the
Underwriter has rendered advisory services of any nature or respect, or owes an
agency, fiduciary or similar duty to the Company, in connection with such
transaction or the process leading thereto.

            14. Integration. This Agreement supersedes all prior agreements and
understandings (whether written or oral) between the Company and the
Underwriter, or any of them, with respect to the subject matter hereof.

            15. Applicable Law. This Agreement will be governed by and construed
in accordance with the laws of the State of New York applicable to contracts
made and to be performed within the State of New York.

            16. Waiver of Jury Trial. The Company and the Underwriter hereby
irrevocably waive, to the fullest extent permitted by applicable law, any and
all right to trial by jury in any legal proceeding arising out of or relating to
this Agreement or the transactions contemplated hereby.

            17. Counterparts. This Agreement may be signed in one or more
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same agreement.

            18. Headings. The section headings used herein are for convenience
only and shall not affect the construction hereof.

            19. Definitions. The terms which follow, when used in this
Agreement, shall have the meanings indicated.

            "Act" shall mean the Securities Act of 1933, as amended, and the
rules and regulations of the Commission promulgated thereunder.

            "Base Prospectus" shall mean the base prospectus referred to in
paragraph 1(a) above contained in the Registration Statement at the Execution
Time.

            "Business Day" shall mean any day other than a Saturday, a Sunday or
a legal holiday or a day on which banking institutions or trust companies are
authorized or obligated by law to close in New York City.

            "Commission" shall mean the Securities and Exchange Commission.

            "Disclosure Package" shall mean (i) the Base Prospectus, (ii) the
Preliminary Prospectus used most recently prior to the Execution Time, (iii) the
Issuer Free Writing Prospectuses, if any, identified in Schedule II hereto,(iv)
the final term sheet

                                                                              29



prepared and filed pursuant to Section 5(b) hereto, if any, and (v) any other
Free Writing Prospectus that the parties hereto shall hereafter expressly agree
in writing to treat as part of the Disclosure Package.

            "Effective Date" shall mean each date and time that the Registration
Statement and any post-effective amendment or amendments thereto became or
become effective.

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

            "Execution Time" shall mean the date and time that this Agreement is
executed and delivered by the parties hereto.

            "Final Prospectus" shall mean the prospectus supplement relating to
the Securities that was first filed pursuant to Rule 424(b) after the Execution
Time, together with the Base Prospectus.

            "Free Writing Prospectus" shall mean a free writing prospectus, as
defined in Rule 405.

            "Issuer Free Writing Prospectus" shall mean an issuer free writing
prospectus, as defined in Rule 433.

            "Preliminary Prospectus" shall mean any preliminary prospectus
supplement to the Base Prospectus referred to in paragraph 1(a) above which is
used prior to the filing of the Final Prospectus, together with the Base
Prospectus.

            "Registration Statement" shall mean the registration statement
referred to in paragraph 1(a) above, including exhibits and financial statements
and any prospectus supplement relating to the Securities that is filed with the
Commission pursuant to Rule 424(b) and deemed part of such registration
statement pursuant to Rule 430B, as amended on each Effective Date and, in the
event any post-effective amendment thereto becomes effective prior to the
Closing Date, shall also mean such registration statement as so amended.

            "Rule 158", "Rule 163", "Rule 164", "Rule 172", "Rule 405", "Rule
415", "Rule 424", "Rule 430B" and "Rule 433" refer to such rules under the Act.

            "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, as
amended, and the rules and regulations of the Commission promulgated thereunder.

            "Well-Known Seasoned Issuer" shall mean a well-known seasoned
issuer, as defined in Rule 405.

                                                                              30



                  If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Company and the Underwriter.

                                       Very truly yours,

                                       Amkor Technology Inc.

                                       By: /s/ Kenneth Joyce
                                           ------------------------------------
                                           Kenneth Joyce
                                           Executive Vice President and
                                           Chief Financial Officer

                                                                              31



The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.

Citigroup Global Markets Inc.

By: /s/ Bill Frauenhofer
    ---------------------------
    Name: Bill Frauenhofer
    Title: Director

                                                                              32



                                   SCHEDULE I



                                                                         Purchase
Underwriter                        Firm Notes       Option Notes          Price
- -----------                       ------------      ------------         --------
                                                                
Citigroup Global Markets Inc.     $190,000,000       $28,500,000             97%


Expected Date of Delivery and Payment for Firm Notes:  May 26, 2006

Initial Conversion Price:  $14.59 per share

                                                                              33



                                   SCHEDULE II

                Pricing Supplement/Term Sheet dated May 11, 2006

                                                                              34



                                            ISSUER FREE WRITING PROSPECTUS FILED

                                          PURSUANT TO RULE 433 SUPPLEMENTING THE

                                         PRELIMINARY PROSPECTUS SUPPLEMENT DATED

                                                                    MAY 10, 2006

                                                     REGISTRATION NO. 333-133953

                                                                    MAY 11, 2006

                             AMKOR TECHNOLOGY, INC.

              2.50% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2011

                                FINAL TERM SHEET

TITLE OF SECURITIES:               2.50% Convertible Senior Subordinated Notes
                                   due 2011

FINAL MATURITY DATE:               May 15, 2011

CONVERSION RATE:                   68.5589 shares of common stock per $1,000
                                   principal amount of notes, subject to
                                   adjustment

CONVERSION PRICE:                  $14.59 per share

ANNUAL INTEREST RATE:              2.50%

INTEREST PAYMENT DATES:            May 15 and November 15, beginning November
                                   15, 2006

RECORD DATES:                      May 1 and November 1

PUBLIC OFFERING PRICE:             100%, plus accrued interest, if any, from the
                                   issue date

UNDERWRITING DISCOUNT PER NOTE:    3.0%

AGGREGATE PRINCIPAL AMOUNT:        $190.0 million ($218.5 million if the
                                   underwriter's option to purchase additional
                                   notes is exercised in full)

PROCEEDS (BEFORE EXPENSES) TO
AMKOR:                             $184.3 million ($211.9 million if the
                                   underwriter's option to purchase additional
                                   notes is exercised in full)

MAKE WHOLE PREMIUM UPON A
DESIGNATED EVENT:                  Payable upon the occurrence of certain
                                   designated events in the form of an increase
                                   in the conversion rate ranging from 0.0000 to
                                   20.5677 depending on the stock price at the
                                   time of the designated event and the
                                   effective date of the designated event.

TRADE DATE:                        May 12, 2006

SETTLEMENT DATE:                   May 26, 2006 (T+ 11)

FORM OF OFFERING:                  SEC Registered (Registration Statement No.
                                   333-133953)

UNDERWRITER:                       Citigroup Global Markets Inc.

CUSIP:                             031652 AX 8

ISIN:                              US031652AX80

LISTING:                           None


MAKE WHOLE PREMIUM

     The number of additional shares issued pursuant to the Make Whole Premium
will be determined by reference to the following table and is based on the date
on which such designated event becomes effective and the price paid per share of
common stock on the effective date:



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


     The following information updates and supersedes the information in our
Prospectus Supplement (the "Prospectus Supplement"), Subject to Completion dated
May 10, 2006, To Prospectus Dated May 10, 2006. In addition, the information set
forth below under "Capitalization" supersedes and replaces in its entirety the
information set forth in the Prospectus Supplement under the caption
"Capitalization."

UPDATE ON OFFERING SIZE

     We are offering $190.0 million aggregate principal amount (with an
additional $28.5 million should the underwriter's option to purchase additional
notes be fully exercised) of 2.50% Convertible Senior Subordinated Notes due
2011.

USE OF PROCEEDS

     We expect to receive net proceeds from this offering of $183.9 million
(excluding the underwriter's option to purchase additional notes), after
deducting the underwriting discounts and commissions and our estimated offering
expenses. We intend to use the net proceeds from the offering to redeem,
repurchase or otherwise retire $176.5 million of our $200.0 million aggregate
principal amount outstanding of our 10.5% senior subordinated notes due 2009
(together with the payment of the related premium, accrued and unpaid interest
to and including the redemption date and related fees and expenses). In the
event the underwriter exercises its option to purchase additional notes in full,
we intend to use the proceeds to redeem, repurchase or otherwise retire the
remaining amount of notes outstanding of our 10.5% senior subordinated notes due
2009, with any remainder (an estimated $3.2 million), to retire other debt or
for general corporate or working capital purposes.

UPDATE ON CONCURRENT OFFERING SIZE AND USE OF PROCEEDS

     We are offering $400.0 million aggregate principal amount of our 9.25%
senior notes due 2016 in the concurrent offering. We intend to use the net
proceeds from the concurrent offering to purchase the $349.4 million of 9.25%
senior notes in the tender offer (including the payment of the tender premium,
accrued and unpaid interest, the early tender payment and related fees and
expenses), with the remainder (an estimated $13.1 million) to repurchase
remaining 9.25% senior notes that may be tendered, subject to the cap, to retire
other debt or for general corporate or working capital purposes. As of May 9,
2006, holders of $349.4 million in aggregate principal amount of 9.25% notes
have tendered in the tender offer. We have increased the size of the tender
offer to $360 million.

OUTSTANDING DEBT AND RANKING

     As of March 31, 2006, assuming completion of the concurrent transactions,
we would have had approximately $1,464.8 million of senior debt (approximately
$300 million of which would have been secured), $213.5 million of senior
subordinated debt and approximately $378.4 million of subordinated debt.

                                        2


SETTLEMENT CYCLE

     We expect that delivery of the notes will be made against payment therefor
on or about May 26, 2006, which will be the 11th business day following the date
of pricing of the notes (such settlement cycle being herein referred to as "T +
11)"). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended,
or Exchange Act, trades in the secondary market generally are required to settle
in three business days, unless the parties to any such trade expressly agree
otherwise. Accordingly, purchasers who wish to trade notes on the date of
pricing or the next seven succeeding business days will be required, by virtue
of the fact that the notes initially will settle T + 11, to specify an alternate
settlement cycle at the time of any such trade to prevent a failed settlement.
Purchasers of notes who wish to trade notes on the date of pricing or the next
three succeeding business days should consult their own advisor.

                                        3


                                 CAPITALIZATION

     The following table sets forth our cash and cash equivalents and total
capitalization as of March 31, 2006 (1) on a historical basis, and (2) as
adjusted to give effect to the concurrent transactions, as follows:

     - the issuance in this offering of $190.0 million of convertible
       subordinated notes for net proceeds of $183.9 million and the application
       thereof to redeem $176.5 million aggregate principal amount outstanding
       of our 10.5% senior subordinated notes, and

     - the issuance of $400.0 million of senior notes in the concurrent offering
       for net proceeds of $391.8 million and the application thereof to
       repurchase $349.4 million aggregate principal amount of our 9.25% notes
       in the tender offer.

     You should read the as adjusted capitalization data set forth in the table
below in conjunction with "Selected Consolidated Financial Data," "Description
of Certain Indebtedness," and "Management's Discussion and Analysis of Financial
Condition and Results of Operations," set forth in our Annual Report on Form
10-K for the year ended December 31, 2005 and our Quarterly Report on Form 10-Q
for the quarter ended March 31, 2006, and our consolidated financial statements
and the notes thereto, incorporated by reference into the Prospectus Supplement.



                                                                 AT MARCH 31, 2006
                                                              ------------------------
                                                                ACTUAL     AS ADJUSTED
                                                              ----------   -----------
                                                                   (IN THOUSANDS)
                                                                     
Cash and cash equivalents...................................  $  226,243   $  239,392
                                                              ==========   ==========
Long-term debt and short-term borrowings:
  Senior secured credit facilities:
     Term loan due October 2010.............................  $  300,000   $  300,000
$100.0 million revolving credit facility due November
  2009(1)...................................................          --           --
  9.25% Senior notes due February 2008......................     440,500       91,060
  7.75% Senior notes due May 2013...........................     425,000      425,000
  7.125% Senior notes due March 2011........................     248,711      248,711
       % Senior notes due 2016..............................          --      400,000
  10.50% Senior subordinated notes due May 2009(2)..........     200,000       23,489
       % Convertible senior subordinated notes due 2011.....          --      190,000
  5.75% Convertible subordinated notes due June 2006........     132,000      132,000
  5.00% Convertible subordinated notes due March 2007.......     146,422      146,422
  6.25% Convertible subordinated notes due December 2013....     100,000      100,000
  Other debt................................................     125,314      125,314
                                                              ----------   ----------
  Total debt................................................   2,117,947    2,181,996
                                                              ----------   ----------
Total stockholders' equity(3)...............................     260,398      232,654
                                                              ----------   ----------
Total capitalization........................................  $2,378,345   $2,414,650
                                                              ==========   ==========


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

(1) As of March 31, 2006, we had utilized $2.5 million of the available letter
    of credit sub-limit, and had $97.5 million available under this facility.

(2) Pursuant to the terms of the indenture governing these notes, we have the
    right to redeem the notes at a price of 101.75% plus accrued and unpaid
    interest to and including the redemption date. For purposes of this table,
    we have assumed that such notes are redeemed on the 60th day following this
    offering at that price. The actual amount of 10.5% senior subordinated notes
    repurchased will depend on market conditions and the actual price at which
    we may redeem, repurchase or otherwise retire these notes.

                                        4


(3) Total stockholders' equity as of March 31, 2006, as adjusted, reflects an
    approximate $27.7 million early debt extinguishment charge consisting of
    $23.2 million of prepayment premiums and $4.5 million for the write-off of
    unamortized debt issue costs.

     The issuer has filed a registration statement (including a prospectus) with
the SEC for the offering to which this communication relates. Before you invest,
you should read the prospectus in that registration statement and other
documents the issuer has filed with the SEC for more complete information about
the issuer and this offering. You may get these documents for free by visiting
EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any
underwriter or any dealer participating in the offering will arrange to send you
the prospectus if you request it by calling toll-free 1-877-858-5407.

                                        5


                                  SCHEDULE III

                       AMKOR TECHNOLOGY INC. SUBSIDIARIES

1.  Amkor Technology Hong Kong Ltd.

2.  Amkor Wafer Fabrication Services, SARL

3.  Amkor Worldwide Services LLC

4.  Amkor Assembly & Test (Shanghai) Co. Ltd.

5.  Guardian Assets, Inc.

6.  Amkor Technology Singapore Pte. Ltd.

7.  Unitive, Inc.

8.  Amkor Iwate Company, Ltd.

9.  Amkor Technology Euroservices, SARL

10. Amkor Techology Japan K.K.

11. Amkor International Holdings, LLC

12. Unitive Electronics, Inc.

13. Unitive International Ltd.

14. Amkor Technology Ltd.

15. P-Four LLC

16. Unitive Semiconductor Taiwan

17. Amkor Technology Taiwan Ltd.

18. Semisys Co., Ltd.

19. AT Korea, Inc.

20. Amkor Techology Philippines, Inc.

21. Amkor Technology Greater China, Ltd.

                                                                              35

Exhibit 99.1

		News Release

Amkor Technology Announces Proposed Offerings of Senior Notes
and Convertible Senior Subordinated Notes

CHANDLER, Ariz.— May 10, 2006 — Amkor Technology, Inc. (Nasdaq: AMKR) announced today that it intends to offer, subject to market and other conditions, $300 million aggregate principal amount of senior notes due 2016. The interest rate and other terms of the notes will be determined by negotiations between the Company and the underwriter.

On April 28, 2006, the Company commenced a tender offer for up to $200 million aggregate principal amount of its 9.25% senior notes due 2008. As of May 9, 2006, $349.4 million aggregate principal amount of the 9.25% senior notes have tendered notes in the tender offer. The Company expects to increase the tender offer cap to at least $271 million. The Company intends to use the net proceeds of the offering of senior notes to purchase the 9.25% senior notes in the tender offer (including the payment of the tender premium, accrued and unpaid interest, the early tender payment and related fees and expenses). The tender offer is conditioned on completion of the senior notes offering.

Concurrent with the proposed senior notes offering, the Company also intends to offer $150 million aggregate principal amount of convertible senior subordinated notes due 2011 (and expects to grant the underwriter of that offering an option to purchase up to an additional $22.5 million aggregate principal amount of such notes). The Company intends to use the net proceeds from the offering of convertible senior subordinated notes to redeem, repurchase or otherwise retire a portion of its 10.5% senior subordinated notes due 2009 (including the payment of any related premium, accrued and unpaid interest and related fees and expenses).

The completion of the senior notes offering and the completion of the concurrent offering of convertible senior subordinated notes are conditioned on each other. Each offering is being made pursuant to the Company’s effective shelf registration statement filed with the Securities and Exchange Commission on May 10, 2006 by means of a separate prospectus supplement.

Citigroup Global Markets Inc. will act as sole book-running manager for each of the offerings. When available, prospectus supplements relating to the proposed offerings may be obtained from: Citigroup Corporate and Investment Banking, Attn: Prospectus Department, Brooklyn Army Terminal, 140 58th Street, 8th Floor, Brooklyn, NY 11220, (718) 765-6732.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the notes, nor shall there be any sale of the notes in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Contact:
     Amkor Technology, Inc.
      Jeffrey Luth
     480-821-5000 ext. 5130
     jluth@amkor.com

 

Exhibit 99.2

		News Release

Amkor Announces Pricing of Senior and Convertible Senior Subordinated Notes Offerings

CHANDLER, Ariz. — May 11, 2006 — Amkor Technology, Inc. (Nasdaq: AMKR) announced today that it has priced an offering of $400 million aggregate principal amount of its 9.25% senior notes due 2016 (the “Senior Notes”). The offer reflects a $100 million increase to its previously announced intent to offer $300 million aggregate principal amount of its Senior Notes. The issue price of the Senior Notes is 100%, and the offering is expected to close on May 26, 2006.

On April 28, 2006, the Company commenced a tender offer for up to $200 million aggregate principal amount of its 9.25% senior notes due 2008. As of May 9, 2006, approximately $350 million aggregate principal amount of the 9.25% senior notes have been tendered in the tender offer. The Company also announced today that it has increased the tender offer cap to $360 million. The Company intends to use the net proceeds of the offering of its Senior Notes to purchase the 9.25% senior notes in the tender offer (including the payment of the tender premium, accrued and unpaid interest, the early tender payment and related fees and expenses). The Company intends to use any remaining net proceeds from the offering of the Senior Notes to pay its other debt obligations and for working capital and general corporate purposes. The tender offer is conditioned on completion of the Senior Notes offering.

Concurrent with the pricing of the Senior Notes offering, the Company also announced today that it has priced an offering of $190 million aggregate principal amount of its 2.5% convertible senior subordinated notes due 2011 (the “Convertible Notes”). The offer reflects a $40 million increase to its previously announced intent to offer $150 million aggregate principal amount of its Convertible Notes. Additionally, the Company has announced that it has granted the underwriter, Citigroup Global Markets Inc., an option to purchase up to an additional $28.5 million aggregate principal amount of Convertible Notes, which is exercisable on or prior to June 9, 2006. The Convertible Notes are convertible at any time by the holders thereof into shares of the Company’s common stock at an initial conversion rate of 68.5589 shares of common stock per $1,000 principal amount of Convertible Notes (which represents an initial converion price of $14.59 per share), subject to adjustment. The issue price of the Convertible Notes is 100%, and the offering is expected to close on May 26, 2006.

The Company intends to use the net proceeds from the offering of the Convertible Notes to redeem, repurchase or otherwise retire a portion (or, if the underwriter exercises its option to purchase additional notes in full, all) of the $200 million aggregate principal amount outstanding of its 10.5% senior subordinated notes due 2009 (together with the payment of the related premium, accrued and unapid interest to and including the redemption date and related fees and expenses). The Company intends to use any remaining net proceeds from the offering of the Convertible Notes to pay its other debt obligations and for working capital and general corporate purposes.

 

\

Exhibit 99.3

		News Release

AMKOR ANNOUNCES INCREASE IN TENDER OFFER FOR 9.25% SENIOR NOTES DUE 2008 AND EARLY RESULTS OF TENDER OFFER

Chandler, Ariz. — May 11, 2006 — Amkor Technology, Inc. (NASDAQ: AMKR) announced today that it has increased to $360 million the aggregate principal amount (the “Tender Cap”) of its outstanding 9.25% Senior Notes due 2008 (CUSIP Nos. 031652AJ9, U03169AC0, 031652AK6, 031652AM2) (the “Notes”) that it could be obligated to accept for payment in its pending cash tender offer. As of 5:00 p.m., New York City time, on May 9, 2006 (the “Early Tender Time”), the Company had received tenders from holders of approximately $349.4 million in aggregate principal amount of Notes. $440.5 million aggregate principal amount of Notes are currently outstanding.

The tender offer is scheduled to expire at 12:00 Midnight, New York City time, on Thursday, May 25, 2006 (the “Expiration Date”), unless extended or earlier terminated. The total consideration per $1,000 principal amount of the Notes validly tendered and not withdrawn is $1,055.00, which includes an early tender payment of $20.00 per $1,000 principal amount of Notes (the “Early Tender Payment”). The Early Tender Payment is payable only to holders of the Notes who tendered and validly delivered their Notes on or prior to the Early Tender Time, if such Notes are accepted for purchase by the Company. Holders who tender their Notes after the Early Tender Time and on or prior to the Expiration Date will be entitled to receive $1,035.00 per $1,000 principal amount of the Notes, if such Notes are accepted for purchase by the Company. In addition, holders will receive accrued and unpaid interest on any tendered and accepted Notes from the last interest payment date to, but not including, the date on which the Notes are purchased. The Company expects to accept the Notes for purchase promptly after the Expiration Date and expects that it will pay the purchase price on the Notes on the business day following the date that the Notes are accepted.

The Company’s obligation to consummate the tender offer is subject to the following events having occurred or been waived: (i) the Company having raised funds sufficient to purchase the outstanding Notes tendered up to the Tender Cap and to pay fees and expenses in connection therewith on terms and conditions satisfactory to the Company and (ii) satisfaction of other general conditions described in the Offer to Purchase. The Company may further increase or waive the Tender Cap in its sole discretion.

The complete terms and conditions of the tender offer are described in the Offer to Purchase, dated April 28, 2006 and Supplement to the Offer to Purchase, dated May 11, 2006, of the Company. The Company has engaged Citigroup Corporate and Investment Banking to act as dealer manager in connection with the tender offer. Questions regarding the tender offer may be directed to Citigroup at (212) 723-6106 (collect) or (800) 558-3745 (U.S. toll-free). Requests for documentation may be directed to Global Bondholder Services Corporation, the tender agent and information agent for the tender offer, at (212) 430-3774 (for banks and brokers) or (866) 873-7700 (U.S. toll-free).

This press release does not constitute an offer to sell or a solicitation of an offer to buy any Securities, nor shall there be any sale of any Securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The tender offer is being made solely by the Offer to Purchase dated April 28, 2006 and the Supplement to the Offer to Purchase dated May11, 2006.

Contact:
     Amkor Technology, Inc.
     Jeffrey Luth
     480-821-5000 ext. 5130
     jluth@amkor.com