<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                                      1934


                  For the fiscal year ended September 27, 2002

                          Commission file number 1-5560


                            SKYWORKS SOLUTIONS, INC.

             (Exact name of registrant as specified in its charter)

               DELAWARE                                      04-2302115
    (State or other jurisdiction of                       (I.R.S. Employer
    incorporation or organization)                       Identification No.)


  20 SYLVAN ROAD, WOBURN, MASSACHUSETTS                        01801
(Address of principal executive offices)                    (Zip Code)


Registrant's telephone number, including area code:       (781) 376-3000


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

[X] Yes     [ ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12B-2).

[X]  Yes    [ ]  No

The aggregate market value of the Registrant's voting stock held by
non-affiliates of the Registrant (based on the closing price as reported on the
Nasdaq National Market on December 4, 2002) was approximately $1.4 billion.
Shares of voting stock held by each officer and director and by each shareowner
affiliated with a director have been excluded from this calculation because such
persons may be deemed to be affiliates. This determination of officer or
affiliate status is not necessarily a conclusive determination for other
purposes. The number of outstanding shares of the Registrant's Common Stock, par
value $0.25 per share, as of December 4, 2002 was 137,899,732.


                    The Exhibit Index is located on page 88.
                               Page 1 of 88 pages.

<PAGE>

                            SKYWORKS SOLUTIONS, INC.


                           ANNUAL REPORT ON FORM 10-K
                      FOR THE YEAR ENDED SEPTEMBER 27, 2002

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>

Part I                                                                                         Page No.
<S>                                                                                            <C>

         Item 1:        Business                                                                3

         Item 2:        Properties                                                              9

         Item 3:        Legal Proceedings                                                      10

         Item 4:        Submission of Matters to a Vote of Security Holders                    10


Part II


         Item 5:        Market for the Registrant's Common Equity and Related Stockholder      10
                           Matters

         Item 6:        Selected Financial Data                                                11

         Item 7:        Management's Discussion and Analysis of Financial Condition and        13
                           Results of Operations


         Item 7A:       Quantitative and Qualitative Disclosures About Market Risk             36

         Item 8:        Financial Statements and Supplementary Data                            37

         Item 9:        Changes in and Disagreements with Accountants on Accounting and        65
                           Financial Disclosure


Part III


         Item 10:       Directors and Executive Officers of the Registrant                     66

         Item 11:       Executive Compensation                                                 68

         Item 12:       Security Ownership of Certain Beneficial Owners and Management         73
                           and Related Stockholder Matters

         Item 13:       Certain Relationships and Related Transactions                         75

         Item 14:       Controls and Procedures                                                77


Part IV


         Item 15:       Exhibits, Financial Statement Schedules, and Reports on Form 8-K       78
                        Signatures                                                             83
                        Certifications                                                         85
</TABLE>


<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries



ITEM 1            BUSINESS

SUMMARY

Skyworks Solutions, Inc. ("Skyworks" or the "Company") is a leading wireless
semiconductor company focused exclusively on radio frequency (RF) and complete
cellular system solutions for mobile communications applications. We offer
front-end modules, RF subsystems and cellular systems to top wireless handset
and infrastructure customers.

From the radio to the baseband, we have developed one of the industry's broadest
product portfolio including leadership switches and power amplifier modules.
Additionally, we offer a highly integrated direct conversion transceiver and
have launched a comprehensive cellular system for next generation handsets.

With our extensive portfolio and significant systems-level expertise, Skyworks
is the ideal partner for both top-tier wireless manufacturers and new market
entrants who demand simplified architectures, faster development cycles and
fewer overall suppliers.

Skyworks was formed through the merger ("Merger") of the wireless communications
business of Conexant Systems, Inc. ("Conexant") and Alpha Industries, Inc.
("Alpha") on June 25, 2002. Following the Merger, Alpha changed its corporate
name to Skyworks Solutions, Inc. We are headquartered in Woburn, Massachusetts,
and have executive offices in Irvine, California. We have design, engineering,
manufacturing, marketing, sales and service facilities throughout North America,
Europe, and the Asia/Pacific region. Our Internet address is
www.skyworksinc.com. We make available on our Internet website free of charge
our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports
on Form 8-K, and amendments to those reports as soon as practicable after we
electronically file such material with the SEC. The information contained in our
website is not incorporated by reference in this Annual Report on Form 10-K.

RECENT DEVELOPMENTS

On November 13, 2002, Skyworks successfully closed a private placement of $230
million of 4.75 percent convertible subordinated notes due 2007. These notes can
be converted into 110.4911 shares of common stock per $1,000 principal balance,
which is the equivalent of a conversion price of approximately $9.05 per share.
The net proceeds from the note offering were principally used to prepay debt
owed to Conexant under a financing agreement entered into with Conexant
immediately following the Merger. The payments to Conexant retired $105 million
of the $150 million note relating to the purchase of Conexant's semiconductor
assembly, module manufacturing and test facility located in Mexicali, Mexico,
and certain related operations ("Mexicali Operations") and repaid the $65
million principal amount outstanding as of November 13, 2002 under the loan
facility, dissolving the $100 million facility and resulting in the release of
Conexant's security interest in the assets and properties of the Company.

In connection with the prepayment by the Company of $105 million of the $150
million note owed to Conexant relating to the purchase of the Mexicali
Operations, the remaining $45 million principal balance on the note was
exchanged for new 15% convertible debt securities with a maturity date of June
30, 2005. These notes can be converted into the Company's common stock at a
conversion rate based on the applicable conversion price, which is subject to
adjustment based on, among other things, the market price of the Company's
common stock. Based on this adjustable conversion price, the Company expects
that the maximum number of shares that could be issued under the note is
approximately 7.1 million shares, subject to adjustment for stock splits and
other similar dilutive occurrences.

In addition to the retirement of $170 million in principal amount of
indebtedness owing to Conexant, we also retained approximately $53 million of
net proceeds of the private placement to support our working capital needs.

INDUSTRY BACKGROUND

We believe that cellular services and personal communications services are
increasingly expanding to offer more than just traditional voice services, with
emerging mobile communications technologies offering consumers and businesses
wireless access to data and information across a wide range of applications.
High-speed mobile access has the potential to dramatically enhance use of the
Internet, thereby facilitating the growth of electronic commerce. At the center
of these developments are the continuing evolution of the mobile phone and the
corresponding growth of the wireless communications infrastructure.

The cellular handset market has grown considerably over the past five years with
unit sales of approximately 400 million units in 2001, according to Gartner
Dataquest, a market research firm, up 500% from 1996 levels. As additional
wireless cellular capacity became available, an intensely competitive pricing
environment for wireless services developed at the same time that lower-priced,
feature-rich mobile phones were being introduced, contributing substantially to
the growth of new subscribers. We expect this trend to continue, enabling
further wireless expansion and increased market penetration worldwide. Market
penetration measures the portion of users or subscribers within the entire
population of a specified geographic area. In the


                                       3

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                                       Skyworks Solutions, Inc. and Subsidiaries


United States, market research firm EMC forecasts a growth in wireless
penetration from approximately 46% in 2001 to almost 75% by 2005. On a worldwide
basis, market penetration of wireless phones was just 16% in 2001 and could
approach 30% by 2005, based on data from EMC. We believe that this anticipated
dramatic market growth will create significant demand for wireless handsets as
well as for wireless infrastructure equipment to meet future network capacity
requirements.

New mobile phones with improved battery life and expanded features are being
introduced at a rapid rate, made possible by significant technological advances
that render earlier models obsolete after only one or two years. According to
market research firm Strategy Analytics, roughly half of the 2001 worldwide
cellular handset sales were replacements of previous models. We expect this
replacement market to continue contributing to the growth of the digital
cellular handset industry, led by the transition to next generation services,
such as CDMA2000, GPRS and EDGE wireless standards, which support wireless data
capacity. We anticipate that transition to third-generation services, which will
enable even higher bandwidth applications, including streaming video, digital
audio and digital camera functionality, should further bolster the replacement
market. Additionally, in emerging markets where wireline infrastructure is
inadequate or limited, we believe that digital wireless networks are providing a
viable and economic alternative that can be rapidly deployed.

In response to this rapidly changing market, handset original equipment
manufacturers, or OEMs, are significantly shortening product development cycles,
seeking simplified architectures and streamlining manufacturing processes.
Traditional OEMs are shifting to low-cost suppliers around the world. In turn,
original design manufacturers and contract manufacturers, who lack RF and
systems-level expertise, are entering the high volume mobile phone market to
support OEMs as well as to develop handset platforms of their own. Original
design manufacturers and contract manufacturers can manage low-cost
manufacturing and assembly of handsets, freeing OEMs to focus on the higher
value marketing and distribution aspects of their business. Established handset
manufacturers and new market entrants alike are demanding complete semiconductor
system solutions that include the radio frequency system, all baseband
processing, protocol stack and user interface software, plus comprehensive
reference designs and development platforms. With these solutions, traditional
handset OEMs can accelerate time-to-market cycles with lower investments in
engineering and system design. These solutions also enable original design
manufacturers to enter the high volume handset market without the need to make
significant investments in RF and systems-level expertise.

Similarly, cellular and personal communications services network operators are
developing and deploying next generation services. These service providers are
incorporating packet-switching capability in their networks to deliver data
communications and Internet access to digital cellular and other wireless
devices. Over the long-term, service providers are seeking to establish a global
network that can be accessed by subscribers at any time, anywhere in the world
and that can provide subscribers with multimedia services. To meet this goal,
OEMs who supply wireless infrastructure base stations to network operators are
increasingly relying on mobile communications semiconductor suppliers who can
provide highly integrated radio frequency and mixed signal processing
functionality.

Additionally, as service providers migrate cellular subscribers to data
intensive next generation 2.5G and 3G applications, base stations that transmit
and receive signals in the backbone of cellular and personal communications
services systems will be under further capacity constraints. To meet the related
demand, OEMs will be challenged to increase base station transceiver performance
and functionality, while reducing size, power consumption and overall system
costs.

We believe that these market trends create a potentially significant opportunity
for a broad-based wireless semiconductor supplier with a comprehensive product
portfolio supported by specialized wireless manufacturing process technologies
and a full range of systems-level expertise.

BUSINESS OVERVIEW

Skyworks is a leading wireless semiconductor company focused exclusively on RF
and complete cellular system solutions for mobile communications applications.
We offer front-end modules, RF subsystems and cellular systems to top wireless
handset and infrastructure customers. Skyworks operates in one business segment,
which designs, develops, manufactures and markets proprietary semiconductor
products and system solutions for manufacturers of wireless communication
products.

Skyworks possesses a broad wireless technology capability and one of the most
complete wireless communications product portfolios, coupled with customer
relationships with virtually all major handset and infrastructure manufacturers.
Our product portfolio includes almost every key semiconductor found within a
digital cellular handset, including:

      -     switches and filters (components that switch signals and incorporate
            filtering functionality);


                                       4

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


      -     power amplifier (PA) modules (devices that amplify a signal to
            provide sufficient energy for it to reach the base station);

      -     RF transceivers (devices that perform radio frequency transmit and
            receive functions);

      -     synthesizers (devices used to tune to the correct channel to receive
            the RF signal from the base station);

      -     mixed signal processors (devices that convert analog signals into
            digital signals);

      -     digital signal processors (DSP) (digital devices that act as the
            cellular handset's central processor);

      -     audio (components that enable voice communication);

      -     physical interface DSP firmware (channel coding and equalization
            software);

      -     network access software (protocol stack supporting encoding and
            decoding); and

      -     MMI/applications (user interface software).


The following diagram illustrates our products that are used in a digital
cellular handset:



                        [SEMICONDUCTOR GRAPHIC DIAGRAM]

                        HIGHLY INTEGRATED SEMICONDUCTORS

              Filter                Receiver              Mixed Signal
              Switch               Synthesizer                DSP
             PA Module             Transmitter               Audio


               Physical Interface      Network Access          MMI/
                  DSP Firmware            Software         Applications

                            COMPLETE SYSTEM SOFTWARE



Skyworks also offers a broad product portfolio addressing next generation
wireless infrastructure applications, including amplifier drivers, ceramic
resonators, couplers and detectors, filters, synthesizers and front-end
receivers. These components support a variety of radio frequency and mixed
signal processing functions within the wireless infrastructure.


                                       5

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                                       Skyworks Solutions, Inc. and Subsidiaries


We have a comprehensive radio frequency and mixed signal processing and
packaging portfolio, extensive circuit design libraries and a proven track
record in component and system design. We believe that these capabilities
position us to address the growing need of wireless infrastructure manufacturers
for base station products with increased transceiver performance and
functionality with reduced size, power consumption and overall system costs.

OUR STRATEGY

Skyworks' vision is to become the leading supplier of wireless semiconductor
solutions. Key elements in our strategy include:

LEVERAGING CORE TECHNOLOGIES

Skyworks deploys technology building blocks such as radio frequency integrated
circuits, analog/mixed-signal processing cores and digital baseband engines as
well as software across multiple product platforms. We believe that this
approach enables creation of economies of scale in research and development and
facilitates a reduction in the time-to-market for key products.

INCREASING INTEGRATION LEVELS

High levels of integration enhance the benefits of our products by reducing
production costs through fewer external components, reduced board space and
improved system assembly yields. By combining all of the necessary
communications functions for a complete system solution, Skyworks can deliver
additional semiconductor content, thereby offering existing and potential
customers more compelling and cost-effective solutions.

CAPTURING AN INCREASING AMOUNT OF SEMICONDUCTOR CONTENT

We enable our customers to start with individual components as necessary, and
then migrate up the product integration ladder. We believe that our highly
integrated solutions will enable these customers to speed time-to-market while
focusing their resources on product differentiation through a broader range of
more sophisticated, next-generation features.

DIVERSIFYING CUSTOMER BASE

Skyworks supports virtually every wireless handset OEM including Motorola, Inc.,
Nokia Corporation, Samsung Electronics Co. and Sony/Ericsson as well as emerging
original development manufacturers (ODMs) and contract manufacturers such as
BenQ, Compal, Flextronics and Quanta. With the industry's move towards
outsourcing, we believe that we are particularly well-positioned to address the
growing needs of new market entrants who seek RF and system-level integration
expertise.

DELIVERING OPERATIONAL EXCELLENCE

The Skyworks operations team leverages best-in-class manufacturing technologies
and enables highly integrated modules as well as system-level solutions. We are
focused on achieving the industry's shortest cycle times, highest yields and
ultimately the lowest cost structure.

BUILDING INDUSTRY PARTNERSHIPS

Skyworks will vertically integrate where it can differentiate or will otherwise
enter alliances and partnerships for leading-edge capabilities. These
partnerships and alliances are designed to ensure product leadership and
competitive advantage in the marketplace. For example, we recently licensed LSI
Logic's digital signal processor core to support future GSM/GPRS baseband
products. Additionally, we work with Advanced Wireless Semiconductor Company
(AWSC), Jazz Semiconductor, Inc. and United Microelectronics Corporation (UMC)
on a foundry basis.

MARKETING AND DISTRIBUTION

Our products are primarily sold through a direct Skyworks sales force. This team
is globally deployed across all major regions. In some markets we supplement our
direct sales effort with independent manufacturers' representatives, assuring
broader coverage of territories and customers. We also utilize distribution
partners, some of which are franchised globally with others specific to North
American markets.

We maintain an internal marketing organization that is responsible for
developing sales and advertising literature, print media such as product
announcements and catalogs, as well as a variety of web based content. Skyworks'
sales engagement begins at the earliest stages in a customer design. We strive
to provide close technical collaboration with our customers at the inception of
a new program. This partnership allows our team to facilitate customer-driven
solutions, which leverage the unique strength of our portfolio while providing
high value and greatly reduced time-to-market.


                                       6

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


We believe that the technical and complex nature of our products and markets
demands an extraordinary commitment to close ongoing relationships with our
customers. As such, we strive to expand the scope of our customer relationship
to include design, engineering, manufacturing, purchasing and project management
staff. We also employ a collaborative approach in developing these partnerships
by combining the support of our design teams, applications engineers,
manufacturing personnel, sales and marketing staff and senior management.

We believe that maintaining frequent and interactive contact with our customers
is paramount to our continuous efforts to provide world-class sales and service
support. By listening and responding to feedback, we are able to mobilize
actions to raise the level of customer satisfaction, improve our ability to
anticipate future product needs, and enhance our understanding of key market
dynamics. We are confident that diligence in following this path will position
Skyworks to participate in numerous opportunities for growth in the future.

CUSTOMERS

During fiscal year 2002, Samsung Electronics Co. and Motorola, Inc. accounted
for 38% and 12%, respectively, of the Company's total net revenues from
customers other than Conexant. During fiscal year 2001, Samsung Electronics Co.
and Nokia Corporation accounted for 44% and 12%, respectively, of the Company's
total net revenues from customers other than Conexant. As of September 30, 2002
Samsung Electronics Co. accounted for approximately 27% of the Company's gross
accounts receivable. The foregoing percentages are based on sales representing
the Mexicali Operations' and the wireless business of Conexant's sales for the
full fiscal year during 2001 and the fiscal 2002 pre-Merger period through June
25, 2002, and sales of Skyworks, the combined company, for the post-Merger
period from June 26, 2002 through the end of the fiscal year.

INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS

We own or license numerous United States and foreign patents and patent
applications related to our products, our manufacturing operations and processes
and other activities. In addition, we own a number of trademarks and service
marks applicable to certain of our products and services. We believe that
intellectual property, including patents, patent applications and licenses,
trade secrets and trademarks are of material importance to our business. We rely
on patent, copyright, trademark, trade secret and other intellectual property
laws, as well as nondisclosure and confidentiality agreements and other methods,
to protect our proprietary technologies, devices, algorithms and processes. In
addition to protecting our proprietary technologies and processes, we strive to
strengthen our intellectual property portfolio to enhance our ability to obtain
cross-licenses of intellectual property from others, to obtain access to
intellectual property we do not possess and to more favorably resolve potential
intellectual property claims against us. We believe that our technological
position depends primarily on our ability to develop new innovative products
through the technical competence of our engineering personnel.

COMPETITIVE CONDITIONS

We compete on the basis of time-to-market; new product innovation: overall
product quality and performance; price; compliance with industry standards;
strategic relationships with customers: and protection of our intellectual
property. Certain competitors may be able to adapt more quickly than we can to
new or emerging technologies and changes in customer requirements, or may be
able to devote greater resources to the development, promotion and sale of their
products than we can.

Current and potential competitors also have established or may establish
financial or strategic relationships among themselves or with our customers,
resellers or other third parties. These relationships may affect our customers'
purchasing decisions. Accordingly, it is possible that new competitors or
alliances among competitors could emerge and rapidly acquire significant market
share. We cannot provide assurances that we will be able to compete successfully
against current and potential competitors.

RESEARCH AND DEVELOPMENT

Our products and markets are subject to continued technological advances.
Recognizing the importance of such technological advances, we maintain a high
level of research and development activities. We maintain close collaborative
relationships with many of our customers to help identify market demands and
target our development efforts to meet those demands. Our design centers are
strategically located around the world to be in close proximity to our customers
and to take advantage of key technical and engineering talent worldwide. We are
focusing our development efforts on new products, design tools and manufacturing
processes using our core technologies.

Our research and development expenditures for fiscal 2002, 2001 and 2000 were
$132.6 million, $111.1 million and $91.6 million, respectively.


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                                       Skyworks Solutions, Inc. and Subsidiaries


RAW MATERIALS

Raw materials for our products and manufacturing processes are generally
available from several sources. It is our policy not to depend on a sole source
of supply. However, there are limited situations where we procure certain
components and services for our products from single or limited sources. We
purchase materials and services against long-term agreements or on individual
purchase orders. We do not carry significant inventories and do not have any
additional long-term supply contracts with our suppliers. We believe we have
adequate sources for the supply of raw materials and components for our
manufacturing needs with suppliers located around the world. Raw wafers and
other raw materials used in the production of our CMOS products are available
from several suppliers.

Under a supply agreement entered into with Conexant in connection with the
Merger, we will receive wafer fabrication, wafer probe and certain other
services from Jazz Semiconductor, Inc., a Newport Beach, California foundry
joint venture between Conexant and The Carlyle Group. Pursuant to our supply
agreement with Conexant, we are initially obligated to obtain certain minimum
volume levels from Jazz Semiconductor based on a contractual agreement between
Conexant and Jazz Semiconductor. Our expected minimum purchase obligations under
this supply agreement are anticipated to be approximately $64 million, $39
million and $13 million in fiscal 2003, 2004 and 2005. We estimate that our
minimum purchase obligation under this agreement will result in excess costs of
approximately $5.1 million and we have recorded this liability and charged cost
of sales in fiscal 2002.

BACKLOG

Our sales are made primarily pursuant to standard purchase orders for delivery
of products, with such purchase orders officially acknowledged by us according
to our own terms and conditions. Due to industry practice, which allows
customers to cancel orders with limited advance notice to us prior to shipment,
we believe that backlog as of any particular date is not a reliable indicator of
our future revenue levels.

ENVIRONMENTAL REGULATIONS

Federal, state and local requirements relating to the discharge of substances
into the environment, the disposal of hazardous wastes, and other activities
affecting the environment have had, and will continue to have, an impact on our
manufacturing operations. Thus far, compliance with environmental requirements
and resolution of environmental claims have been accomplished without material
effect on our liquidity and capital resources, competitive position or financial
condition.

We believe that our expenditures for environmental capital investment and
remediation necessary to comply with present regulations governing environmental
protection and other expenditures for the resolution of environmental claims
will not have a material adverse effect on our liquidity and capital resources,
competitive position or financial condition. We cannot assess the possible
effect of compliance with future requirements.

CYCLICALITY; SEASONALITY

The semiconductor industry is highly cyclical and is characterized by constant
and rapid technological change. Product obsolescence, price erosion, evolving
technical standards, and shortened product life cycles may contribute to wide
fluctuations in product supply and demand. These and other factors, together
with changes in general economic conditions, may cause significant upturns and
downturns in the industry, and in our business. Periods of industry downturns --
as we experienced in fiscal 2001 -- have been characterized by diminished
product demand, production overcapacity, excess inventory levels and accelerated
erosion of average selling prices. These factors may cause substantial
fluctuations in our revenues and our operational performance. We have
experienced these cyclical fluctuations in our business in the past and may
experience cyclical fluctuations in the future.

Sales of our products are subject to seasonal fluctuation and periods of
increased demand in end-user consumer applications, such as mobile handsets.
This generally occurs in the last calendar quarter ending in December. Sales of
semiconductor products and system solutions used in these products generally
increase just prior to this quarter and continue at a higher level through the
end of the calendar year.


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                                       Skyworks Solutions, Inc. and Subsidiaries


GEOGRAPHIC INFORMATION

Net revenues from customers other than Conexant by geographic area are presented
based upon the country of destination. Net revenues from customers other than
Conexant by geographic area are as follows (in thousands):


<TABLE>
<CAPTION>
                                                  YEARS ENDED SEPTEMBER 30,
                                            ------------------------------------
                                              2002          2001          2000
                                            --------      --------      --------
<S>                                         <C>           <C>           <C>
   United States .....................      $ 32,760      $ 18,999      $ 32,726
   Other Americas ....................         4,615         5,455         8,146
                                            --------      --------      --------
           Total Americas ............        37,375        24,454        40,872

  South Korea ........................       237,681       142,459       167,269
  Other Asia-Pacific .................       114,974        23,898        46,255
                                            --------      --------      --------
           Total Asia-Pacific ........       352,655       166,357       213,524

  Europe, Middle East and Africa .....        28,314        24,691        58,587
                                            --------      --------      -------- 
                                            $418,344      $215,502      $312,983
                                            ========      ========      ========
</TABLE>


Although we sell the vast majority of our products into the Asia-Pacific region,
end products that our customers develop may ultimately be shipped worldwide. For
example, if we sell a power amplifier module to a customer in South Korea, we
record the sale within the South Korea account although that customer, in turn,
may integrate that module into a product sold to a service provider (its
customer) in Africa, China, Europe, the Middle East, the Americas or within
South Korea. Accordingly, our revenues by geography do not correlate to end
handset demand by region.

Long-lived assets principally consist of property, plant and equipment, goodwill
and intangible assets. Long-lived assets by geographic area are as follows (in
thousands):


<TABLE>
<CAPTION>
                                                          SEPTEMBER 30,
                                                --------------------------------
                                                   2002                  2001
                                                ----------            ----------
<S>                                             <C>                   <C>
Assets
  United States ....................            $1,063,163            $   44,539
  Mexico ...........................                52,730               126,730
  Canada ...........................                   387                58,373
  Other ............................                 3,236                 1,285
                                                ----------            ----------
                                                $1,119,516            $  230,927
                                                ==========            ==========
</TABLE>


EMPLOYEES

As of September 27, 2002, the Company employed approximately 4,000 persons.
Approximately 1,100 employees in Mexico are covered by collective bargaining
agreements. Management believes that its current relations with employees are
good.

We believe our future success will depend in large part upon our continued
ability to attract, motivate, develop and retain highly skilled and dedicated
employees.


I
TEM 2            PROPERTIES

We own and lease manufacturing facilities and other real estate properties in
the United States and a number of foreign countries. We own and lease
approximately 865,000 square feet and 316,000 square feet of office and
manufacturing space, respectively. In addition, we lease approximately 142,000
square feet of sales office and design center space with approximately 43% of
this space located in foreign countries. We are headquartered in Woburn,
Massachusetts and have executive offices in Irvine, California. The following
table sets forth our principal facilities measuring 50,000 square feet or more:


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                                       Skyworks Solutions, Inc. and Subsidiaries



<TABLE>
<CAPTION>
LOCATION                                   OWNED/LEASED                                 FUNCTION
--------                                   ------------                                 --------
<S>                                        <C>                   <C>
Mexicali, Mexico                           Owned                 Assembly and test facility
Irvine, California                         Leased                Office space
Woburn, Massachusetts                      Owned                 Corporate headquarters, manufacturing
Haverhill, Massachusetts                   Owned                 Design engineering, manufacturing, assembly and
                                                                 testing, office space
Newport Beach, California                  Leased                Office space
Newbury Park, California                   Leased                Office space, manufacturing
Newbury Park, California                   Owned                 Manufacturing
Adamstown, Maryland                        Owned                 Manufacture electrical ceramic product components,
                                                                 occupied by subsidiary
</TABLE>


During the first quarter of fiscal 2003, we relocated our Haverhill,
Massachusetts operations to our Woburn, Massachusetts facility. Our facility in
Haverhill is currently on the market for sale. We also moved our operations from
our Newport Beach facilities to Irvine, California during the first quarter of
fiscal 2003. Both of these actions are part of our consolidation effort to
minimize costs. Based on this information, we believe that the above facilities
are in good repair, meet our existing needs adequately and operate at reasonable
levels of capacity.

Certain of our facilities, including our California and Mexicali, Mexico
facilities, are located near major earthquake fault lines. We maintain no
earthquake insurance with respect to these facilities.


ITEM 3            LEGAL PROCEEDINGS

From time to time various lawsuits, claims and proceedings have been, and may in
the future be, instituted or asserted against Skyworks, including those
pertaining to patent infringement, intellectual property, environmental, product
liability, safety and health, employment and contractual matters. In addition,
in connection with the Merger, Skyworks has assumed responsibility for all then
current and future litigation (including environmental and intellectual property
proceedings) against Conexant or its subsidiaries in respect of the operations
of Conexant's wireless business. The outcome of litigation cannot be predicted
with certainty and some lawsuits, claims or proceedings may be disposed of
unfavorably to Skyworks. Intellectual property disputes often have a risk of
injunctive relief which, if imposed against Skyworks, could materially and
adversely affect the financial condition or results of operations of Skyworks.

Additionally, the semiconductor industry is characterized by vigorous protection
and pursuit of intellectual property rights. From time to time, third parties
have asserted and may in the future assert patent, copyright, trademark and
other intellectual property rights to technologies that are important to our
business and have demanded and may in the future demand that we license their
technology.

On June 8, 2002 Skyworks Technologies, Inc. ("STI"), filed a complaint in the
United States District Court, in the Central District of California, Southern
Division, alleging trademark infringement, false designation of origin, unfair
competition, and false advertising by the Company.  Without a material impact to
the financial statements, the Company reached an agreement on this matter with
STI, which includes a release of all pending claims and an arrangement for
mutual coexistence using the name Skyworks.


ITEM 4            SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders during the quarter
ended September 27, 2002.


                                     PART II


ITEM 5            MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
                  STOCKHOLDER MATTERS

Our common stock is traded on the Nasdaq National Market under the symbol SWKS.
The following table sets forth the range of high and low sale prices for our
common stock for the periods indicated. The merger of the wireless business of
Conexant with Alpha and the acquisition of the Mexicali Operations
("Washington/Mexicali") was completed on June 25, 2002. Market


                                       10

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


price range information for periods on and after June 26, 2002 reflects sale
prices for the common stock of the combined company, and market price range
information for all periods on and prior to June 25, 2002 reflects prices for
the common stock of Alpha on the Nasdaq National Market under the symbol AHAA.
Washington/Mexicali was not publicly traded prior to the Merger. The number of
stockholders of record of Skyworks as of December 4, 2002 was approximately
48,381.

Neither Skyworks nor its corporate predecessor, Alpha, have paid cash dividends
on common stock since an Alpha dividend made in fiscal 1986, and Skyworks does
not anticipate paying cash dividends in the foreseeable future. Our expectation
is to retain all of our earnings to finance future growth.


<TABLE>
<CAPTION>
                                                         HIGH        LOW
       ==================================================================
<S>                                                     <C>        <C>
       FISCAL YEAR ENDED SEPTEMBER 27, 2002:

           First quarter ..........................     $30.05     $16.55

           Second quarter .........................      22.92      15.25

           Third quarter, until June 25,
           2002 ...................................      16.97       5.56

           Third quarter, on and after June 26,
           2002 ...................................       5.70       4.99

           Fourth quarter .........................       5.90       2.90

       FISCAL YEAR ENDED SEPTEMBER 28, 2001:

           First quarter ..........................     $54.00     $24.75

           Second quarter .........................      35.94      13.94

           Third quarter ..........................      29.70      13.56

           Fourth quarter .........................      40.36      18.72

       ==================================================================
</TABLE>



ITEM 6            SELECTED FINANCIAL DATA

You should read the data set forth below in conjunction with Item 7,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and our consolidated financial statements and related notes
appearing elsewhere in this Annual Report on Form 10-K. The Company's fiscal
year ends on the Friday closest to September 30. Fiscal years 2002, 2001 and
2000 each comprised 52 weeks and ended on September 27, September 28 and
September 29, respectively. For convenience, the consolidated financial
statements have been shown as ending on the last day of the calendar month. The
selected consolidated financial data set forth below as of September 30, 2002
and 2001 and for the fiscal years 2002, 2001 and 2000 have been derived from our
audited consolidated financial statements and are included elsewhere in this
Annual Report on Form 10-K. The selected combined financial data set forth below
as of September 30, 2000, 1999 and 1998 and for the fiscal years 1999 and 1998
have been derived from our combined financial statements that are not included
in this Annual Report on Form 10-K.

Because the Merger was accounted for as a reverse acquisition, a purchase of
Alpha by Washington/Mexicali, the historical financial statements of
Washington/Mexicali became the historical financial statements of Skyworks after
the Merger. The historical information provided below does not include the
historical financial results of Alpha for periods prior to June 25, 2002, the
date the Merger was consummated. The historical financial information may not be
indicative of the Company's future performance and does not reflect what the
results of operations and financial position prior to the Merger would have been
had Washington/Mexicali operated independently of Conexant during the periods
presented prior to the Merger or had the results of Alpha been combined with
those of Washington/Mexicali during the periods presented prior to the Merger.


                                       11

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries



<TABLE>
<CAPTION>
                                                                                         FISCAL YEAR

                                                       2002(1)             2001              2000           1999           1998
====================================================================================================================================
 (IN THOUSANDS)
<S>                                                  <C>               <C>               <C>            <C>            <C>
 STATEMENT OF OPERATIONS DATA:
 Net revenues:
     Third parties ...............................   $   418,344       $   215,502       $   312,983    $   176,015    $    79,066
     Conexant ....................................        39,425            44,949            65,433         40,400         33,205
                                                     -----------       -----------       -----------    -----------    -----------
        Total net revenues .......................       457,769           260,451           378,416        216,415        112,271
                                                     -----------       -----------       -----------    -----------    -----------
 Cost of goods sold (2):
     Third parties ...............................       294,149           268,749           207,450         96,699         44,503
     Conexant ....................................        37,459            42,754            62,720         37,840         33,350
                                                     -----------       -----------       -----------    -----------    -----------
           Total cost of goods sold ..............       331,608           311,503           270,170        134,539         77,853
                                                     -----------       -----------       -----------    -----------    -----------
 Gross margin ....................................       126,161           (51,052)          108,246         81,876         34,418
 Operating expenses:
     Research and development ....................       132,603           111,053            91,616         66,457         56,748
     Selling, general and administrative .........        50,178            51,267            52,422         27,202         21,211
     Amortization of intangible assets (4)........        12,929            15,267             5,327             --             --
     Purchased in process research and 
       development (5)............................        65,500                --            24,362             --             --
     Special charges (3) .........................       116,321            88,876                --          1,432            220
                                                     -----------       -----------       -----------    -----------    -----------
       Total operating expenses ..................       377,531           266,463           173,727         95,091         78,179
                                                     -----------       -----------       -----------    -----------    -----------
 Operating loss ..................................      (251,370)         (317,515)          (65,481)       (13,215)       (43,761)
 Interest expense ................................        (4,227)               --                --             --             --
 Other income (expense), net .....................           (56)              210               142            (54)         1,559
                                                     -----------       -----------       -----------    -----------    -----------
 Loss before income taxes ........................      (255,653)         (317,305)          (65,339)       (13,269)       (42,202)
 Provision (benefit) for income taxes ............       (19,589)            1,619             1,140          1,646          1,082
                                                     -----------       -----------       -----------    -----------    -----------
 Net loss ........................................   $  (236,064)      $  (318,924)      $   (66,479)   $   (14,915)   $   (43,284)
                                                     =============================================================================
BALANCE SHEET DATA:

 Working capital .................................   $    79,769       $    60,540       $   135,649    $    55,374    $    17,831
 Total assets ....................................     1,346,912           314,287           501,553        291,909        203,313
 Long-term liabilities ...........................       184,309             3,806             3,767          3,335          2,063
 Shareholders' equity ............................     1,014,976           287,661           466,416        275,568        187,196
</TABLE>


----------


                                       12

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


      (1)   The Merger was completed on June 25, 2002. Financial statements for
            periods prior to June 26, 2002 represent Washington/Mexicali's
            combined results and financial condition. Financial statements for
            periods after June 26, 2002 represent the consolidated results and
            financial condition of Skyworks, the combined company.

      (2)   In fiscal 2001, the Company recorded $58.7 million of inventory
            write-downs.

      (3)   In fiscal 2002, the Company recorded special charges of $116.3
            million, principally related to the impairment of the assembly and
            test machinery and equipment and the related facility in Mexicali,
            Mexico, and the write-off of goodwill and other intangible assets
            related to the fiscal 2000 acquisition of Philsar Semiconductor Inc.
            In fiscal 2001, the Company recorded special charges of $88.9
            million, principally related to the impairment of certain wafer
            fabrication assets and restructuring activities.

      (4)   In fiscal 2000, Philsar Semiconductor Inc. was acquired and as a
            result of the acquisition, during fiscal 2002, 2001 and 2000, the
            Company recorded $12.9 million, $15.3 million and $5.3 million,
            respectively, in amortization of goodwill and other
            acquisition-related intangible assets. 

      (5)   In fiscal 2002 and fiscal 2000 the Company recorded purchased
            in-process research and development charges of $65.5 million and
            $24.4 million, respectively, related to the Merger and the
            acquisition of Philsar Semiconductor Inc., respectively.


ITEM 7


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

OVERVIEW

On December 16, 2001, Alpha, Conexant and Washington Sub, Inc. ("Washington"), a
wholly owned subsidiary of Conexant, entered into a definitive agreement
providing for the combination of Conexant's wireless business with Alpha. Under
the terms of the agreement, Conexant would spin off its wireless business into
Washington, including its gallium arsenide wafer fabrication facility located in
Newbury Park, California, but excluding certain assets and liabilities, to be
followed immediately by the Merger of this wireless business into Alpha with
Alpha as the surviving entity in the Merger. The Merger was completed on June
25, 2002. Following the Merger, Alpha changed its corporate name to Skyworks
Solutions, Inc.

Immediately following completion of the Merger, the Company purchased the
Mexicali Operations for $150 million. For financial accounting purposes, the
sale of the Mexicali Operations by Conexant to Skyworks was treated as if
Conexant had contributed the Mexicali Operations to Washington as part of the
spin-off, and the $150 million purchase price was treated as a return of capital
to Conexant. Accordingly, our consolidated financial results include the assets,
liabilities, operating results and cash flows of the Washington business and the
Mexicali Operations for all periods presented, and also include the results of
operations of Alpha from June 25, 2002, the date of acquisition. The Washington
business and the Mexicali Operations are collectively referred to as
Washington/Mexicali. References to the "Company" refer to Washington/Mexicali
for all periods prior to June 26, 2002 and to the combined company following the
Merger.

The Merger was accounted for as a reverse acquisition whereby Washington was
treated as the acquirer and Alpha as the acquiree, primarily because Conexant
shareholders owned a majority, approximately 67 percent, of the Company upon
completion of the Merger. Under a reverse acquisition, the purchase price of
Alpha was based upon the fair market value of Alpha common stock for a
reasonable period of time before and after the announcement date of the Merger
and the fair value of Alpha stock options. The purchase price of Alpha was
allocated to the assets acquired and liabilities assumed by Washington, as the
acquiring company for accounting purposes, based upon their estimated fair
market value at the acquisition date. Because the Merger was accounted for as a
purchase of Alpha, the historical financial statements of Washington/ Mexicali
became the historical financial statements of the Company after the Merger.
Because the historical financial statements of the Company after the Merger do
not include the historical financial results of Alpha for periods prior to June
26, 2002, the financial statements may not be indicative of future results of
operations or the historical results that would have resulted if the Merger had
occurred at the beginning of a historical financial period.

Skyworks' fiscal year ends on the Friday closest to September 30. Fiscal years
2002, 2001 and 2000 each comprised 52 weeks and ended on September 27, September
28 and September 29, respectively. For convenience, the consolidated financial
statements have been shown as ending on the last day of the calendar month.
Accordingly, references to September 30, 2002, 2001 and 2000 contained in this
discussion refer to the actual fiscal year-end of the Company.


                                       13

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


Skyworks is a leading wireless semiconductor company focused on providing
front-end modules, radio frequency subsystems and complete system solutions to
wireless handset and infrastructure customers worldwide. We offer a
comprehensive family of components and RF subsystems, and also provide complete
antenna-to-microphone semiconductor solutions that support advanced 2.5G and 3G
services.

We have entered into various agreements with Conexant providing for the supply
of gallium arsenide wafer fabrication and assembly and test services to
Conexant, initially at substantially the same volumes as historically obtained
by Conexant from Washington/Mexicali. We have also entered into agreements with
Conexant providing for the supply to us of transition services by Conexant and
silicon-based wafer fabrication services by Jazz Semiconductor, Inc., a Newport
Beach, California foundry joint venture between Conexant and The Carlyle Group
to which Conexant contributed its Newport Beach wafer fabrication facility.
Historically, Washington/Mexicali obtained a portion of its silicon-based
semiconductors from the Newport Beach wafer fabrication facility. Pursuant to
our supply agreement with Conexant, we are initially obligated to obtain certain
minimum volume levels from Jazz Semiconductor based on a contractual agreement
between Conexant and Jazz Semiconductor.

The wireless communications semiconductor industry is highly cyclical and is
characterized by constant and rapid technological change, rapid product
obsolescence and price erosion, evolving standards, short product life cycles
and wide fluctuations in product supply and demand. Our operating results have
been, and our operating results may continue to be, negatively affected by
substantial quarterly and annual fluctuations and market downturns due to a
number of factors, such as changes in demand for end-user equipment, the timing
of the receipt, reduction or cancellation of significant customer orders, the
gain or loss of significant customers, market acceptance of our products and our
customers' products, our ability to develop, introduce and market new products
and technologies on a timely basis, availability and cost of products from
suppliers, new product and technology introductions by competitors, changes in
the mix of products produced and sold, intellectual property disputes, the
timing and extent of product development costs and general economic conditions.
In the past, average selling prices of established products have generally
declined over time and this trend is expected to continue in the future.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in accordance with accounting principles
generally accepted in the United States requires us to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Among the significant estimates affecting our consolidated
financial statements are those relating to allowances for doubtful accounts,
inventories, long-lived assets, income taxes, warranties, restructuring costs
and other contingencies. We regularly evaluate our estimates and assumptions
based upon historical experience and various other factors that we believe to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. To the extent actual results differ
from those estimates, our future results operations may be affected. We believe
the following critical accounting policies affect our more significant judgments
and estimates used in the preparation of our consolidated financial statements.

Revenue Recognition -- Revenues from product sales are recognized upon shipment
and transfer of title, in accordance with the shipping terms specified in the
arrangement with the customer. Revenue recognition is deferred in all instances
where the earnings process is incomplete. Certain product sales are made to
electronic component distributors under agreements allowing for price protection
and/or a right of return on unsold products. A reserve for sales returns and
allowances for non-distributor customers is recorded based on historical
experience or specific identification of an event necessitating a reserve.
Development revenue is recognized when services are performed and has not been
significant for any of the periods presented.

Inventories -- We assess the recoverability of inventories through an on-going
review of inventory levels in relation to sales backlog and forecasts, product
marketing plans and product life cycles. When the inventory on hand exceeds the
foreseeable demand, we write down the value of those excess inventories. We sell
our products to communications equipment OEMs that have designed our products
into equipment such as cellular handsets. These design wins are gained through a
lengthy sales cycle, which includes providing technical support to the OEM
customer. Moreover, once a customer has designed a particular supplier's
components into a cellular handset, substituting another supplier's components
requires substantial design changes which involve significant cost, time, effort
and risk. In the event of the loss of business from existing OEM customers, we
may be unable to secure new customers for our existing products without first
achieving new design wins. Consequently, when the quantities of inventory on
hand exceed forecasted demand from existing OEM customers into whose products
our products have been designed, we generally will be unable to sell our excess
inventories to others, and the net realizable value of such inventories is
generally estimated to be zero. The amount of the write-down is the excess of
historical cost over estimated realizable value (generally zero). Once
established, these write-downs are considered permanent adjustments to the cost
basis of the excess inventory. Demand for our products may fluctuate
significantly over time, and actual demand and market conditions may be more or
less favorable than those projected by management. In the event that actual
demand is lower than originally projected, additional inventory write-downs may
be required.


Impairment of long-lived assets -- Long-lived assets, including fixed assets,
goodwill and intangible assets, are continually monitored and are reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of any such asset may not be recoverable. The determination of
recoverability is based on an estimate of undiscounted cash flows expected to
result from the use of an asset and its eventual disposition. The estimate of
cash flows is based upon, among other


                                       14

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


things, certain assumptions about expected future operating performance. Our
estimates of undiscounted cash flows may differ from actual cash flows due to,
among other things, technological changes, economic conditions, changes to our
business model or changes in our operating performance. If the sum of the
undiscounted cash flows (excluding interest) is less than the carrying value, we
recognize an impairment loss, measured as the amount by which the carrying value
exceeds the fair value of the asset. Fair value is determined using discounted
cash flows.

Deferred income taxes -- We have provided a valuation allowance related to our
substantial United States deferred tax assets. If sufficient evidence of our
ability to generate sufficient future taxable income in certain tax
jurisdictions becomes apparent, we may be required to reduce our valuation
allowance, which may result in income tax benefits in our statement of
operations. Reduction of a portion of the valuation allowance may be applied to
reduce the carrying value of goodwill. The portion of the valuation allowance
for deferred tax assets for which subsequently recognized tax benefits may be
applied to reduce goodwill related to the purchase consideration of the Merger
is approximately $24 million. We evaluate the realizability of the deferred tax
assets and assess the need for a valuation allowance quarterly. In fiscal 2002,
the Company recorded a tax benefit of approximately $23 million related to the
impairment of our Mexicali assets. A valuation allowance has not been
established because the Company believes that the related deferred tax asset
will be recovered during the carry forward period.

Warranties -- Reserves for estimated product warranty costs are provided at the
time revenue is recognized. Although we engage in extensive product quality
programs and processes, our warranty obligation is affected by product failure
rates and costs incurred to rework or replace defective products. Should actual
product failure rates or costs differ from estimates, additional warranty
reserves could be required, which could reduce our gross margins.

Allowance for doubtful accounts -- We maintain allowances for doubtful accounts
for estimated losses resulting from the inability of our customers to make
required payments. If the financial condition of our customers were to
deteriorate, our actual losses may exceed our estimates, and additional
allowances would be required.

RESULTS OF OPERATIONS

GENERAL

In fiscal 2002, our revenues from product sales to third parties increased
approximately 94% from fiscal 2001, as a result of renewed demand for our
wireless product portfolio. The increased demand is partially due to reduction
in the level of excess channel inventories that had adversely affected the
digital cellular handset markets during fiscal 2001. Revenues attributable to
Alpha, post Merger, included in fiscal 2002 were approximately $36 million.
During 2002 the Company consolidated facilities, reduced its work force and
continued to implement cost saving initiatives. In addition, increased revenues
and improved utilization of our manufacturing facilities contributed to an
improvement in operating results in fiscal 2002. Cost of goods sold for fiscal
2002 was adversely affected by a charge of $5.1 million in connection with
expected losses for certain wafer fabrication commitments made under a supply
agreement with Conexant whereby we are initially obligated to obtain certain
minimum volume levels from Jazz Semiconductor, Inc. Cost of goods sold for
fiscal 2002 also reflects approximately $3.1 million of additional costs related
to the Merger.


                                       15

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


During fiscal 2001, we -- like many of our customers and competitors -- were
adversely impacted by a broad slowdown affecting the wireless communications
sector, including most of the end-markets for our products. Our net revenues for
fiscal 2001 reflected deterioration in the digital cellular handset market
resulting from excess channel inventories due to a slowdown in demand for mobile
phones and a slower transition to next-generation phones. The effect of weakened
end-customer demand was compounded by higher than normal levels of component
inventories among manufacturer, subcontractor and distributor customers. The
overall slowdown in the wireless communications markets also affected our gross
margins and operating income. Cost of goods sold for fiscal 2001 was adversely
affected by the significant underutilization of manufacturing capacity. Cost of
goods sold for fiscal 2001 also reflects $58.7 million of inventory write-downs
across our product portfolio resulting from the sharply reduced end-customer
demand for digital cellular handsets.

EXPENSE REDUCTION AND RESTRUCTURING INITIATIVES

During fiscal 2002, the Company reduced its workforce through involuntary
severance programs and recorded restructuring charges of approximately $3.0
million for costs related to the workforce reduction and the consolidation of
certain facilities. The charges were based upon estimates of the cost of
severance benefits for affected employees and lease cancellation, facility
sales, and other costs related to the consolidation of facilities. Substantially
all amounts accrued for these actions are expected to be paid within one year.

In fiscal 2001, we implemented a number of expense reduction and restructuring
initiatives to more closely align our cost structure with the then-current
business environment. The cost reduction initiatives included workforce
reductions, temporary shutdowns of manufacturing facilities and significant
reductions in capital spending.

Through involuntary severance programs and attrition, we reduced our workforce
in fiscal 2001 by approximately 250 employees (principally in our manufacturing
operations). In addition, we periodically idled our Newbury Park, California
wafer fabrication facility and, for a portion of fiscal 2001, implemented a
reduced workweek at our Mexicali facility.

We recorded restructuring charges of $2.7 million in fiscal 2001 related to the
workforce reductions completed through September 30, 2001. The restructuring
initiatives and other expense reduction actions resulted in a quarterly
reduction of operating expenses of approximately $4.8 million for the fourth
quarter of fiscal 2001 as compared with the second quarter of fiscal 2001.

ASSET IMPAIRMENTS

During the third quarter of fiscal 2002, the Company recorded a $66.0 million
charge for the impairment of the assembly and test machinery and equipment and
related facility in Mexicali, Mexico. The impairment charge was based on a
recoverability analysis prepared by management as a result of a significant
downturn in the market for test and assembly services for non-wireless products
and the related impact on our current and projected outlook.

The Company experienced a severe decline in factory utilization at its Mexicali
facility for non-wireless products and projected decreasing revenues and new
order volume. Management believed these factors indicated that the carrying
value of the assembly and test machinery and equipment and related facility may
have been impaired and that an impairment analysis should be performed. In
performing the analysis for recoverability, management estimated the future cash
flows expected to result from the manufacturing activities at the Mexicali
facility over a ten-year period. The estimated future cash flows were based on a
gradual phase-out of services sold to Conexant and modest volume increases
consistent with management's view of the outlook for the business, partially
offset by declining average selling prices. The declines in average selling
prices were consistent with historical trends and management's decision to
reduce capital expenditures for future capacity expansion. Since the estimated
undiscounted cash flows were less than the carrying value (approximately $100
million based on historical cost) of the related assets, it was concluded that
an impairment loss should be recognized. The impairment charge was determined by
comparing the estimated fair value of the related assets to their carrying
value. The fair value of the assets was determined by computing the present
value of the estimated future cash flows using a discount rate of 24%, which
management believed was commensurate with the underlying risks associated with
the projected future cash flows. We believe the assumptions used in the
discounted cash flow model represented a reasonable estimate of the fair value
of the assets. The write down established a new cost basis for the impaired
assets.

During the third quarter of fiscal 2002, the Company recorded a $45.8 million
charge for the write-off of goodwill and other intangible assets associated with
our May 2000 acquisition of Philsar Semiconductor Inc. ("Philsar"). Philsar was
a developer


                                       16

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


of radio frequency semiconductor solutions for personal wireless connectivity,
including emerging standards such as Bluetooth, and radio frequency components
for third-generation (3G) digital cellular handsets. Management determined that
the Company would not support the technology associated with the Philsar
Bluetooth business. Accordingly, this product line has been discontinued and the
employees associated with the product line have either been severed or relocated
to other operations. As a result of the actions taken, management determined
that the remaining goodwill and other intangible assets associated with the
Philsar acquisition had been impaired.

Goodwill and intangible assets resulting from the Merger will be tested for
impairment following the guidelines established in SFAS 142,which addresses
financial accounting and reporting for acquired goodwill and other intangible
assets. We will adopt SFAS 142 in the beginning of our 2003 fiscal year, and are
required to perform a transitional impairment test for goodwill upon adoption.
We may be required to record a substantial transitional impairment charge as a
result of adopting SFAS 142. The carrying value of goodwill and intangible
assets, subject to the transitional impairment test, is approximately $907.5
million at September 30, 2002.

During the third quarter of fiscal 2001, the Company recorded an $86.2 million
charge for the impairment of the manufacturing facility and related wafer
fabrication machinery and equipment at the Company's Newbury Park, California
facility. This impairment charge was based on a recoverability analysis prepared
by management as a result of the dramatic downturn in the market for wireless
communications products and the related impact on the then-current and projected
business outlook of the Company. Through the third quarter of fiscal 2001, the
Company experienced a severe decline in factory utilization at the Newbury Park
wafer fabrication facility and decreasing revenues, backlog, and new order
volume. Management believed these factors, together with its decision to
significantly reduce future capital expenditures for advanced process
technologies and capacity beyond the then-current levels, indicated that the
value of the Newbury Park facility may have been impaired and that an impairment
analysis should be performed. In performing the analysis for recoverability,
management estimated the future cash flows expected to result from the
manufacturing activities at the Newbury Park facility over a ten-year period.
The estimated future cash flows were based on modest volume increases consistent
with management's view of the outlook for the industry, partially offset by
declining average selling prices. The declines in average selling prices were
consistent with historical trends and management's decision to focus on existing
products based on the current technology. Since the estimated undiscounted cash
flows were less than the carrying value (approximately $106 million based on
historical cost) of the related assets, it was concluded that an impairment loss
should be recognized. The impairment charge was determined by comparing the
estimated fair value of the related assets to their carrying value. The fair
value of the assets was determined by computing the present value of the
estimated future cash flows using a discount rate of 30%, which management
believed was commensurate with the underlying risks associated with the
projected cash flows. The Company believes the assumptions used in the
discounted cash flow model represented a reasonable estimate of the fair value
of the assets. The write-down established a new cost basis for the impaired
assets.

YEARS ENDED SEPTEMBER 30, 2002, 2001 AND 2000

The following table sets forth the results of our operations expressed as a
percentage of net revenues for the fiscal years below:


<TABLE>
<CAPTION>
                                               2002         2001         2000
                                              ------       ------       ------
<S>                                           <C>          <C>          <C>
Net revenues ............................      100.0%       100.0%       100.0%
Cost of goods sold ......................       72.4        119.6         71.4
                                              ------       ------       ------
Gross margin ............................       27.6        (19.6)        28.6
Operating expenses:
  Research and development ..............       29.0         42.6         24.2
  Selling, general and administrative ...       11.0         19.7         13.9
  Amortization of intangible assets .....        2.8          5.9          1.4
  Purchased in-process research and 
     development ........................       14.3           --          6.4
  Special charges .......................       25.4         34.1           --
                                              ------       ------       ------
     Total operating expenses ...........       82.5        102.3         45.9
                                              ------       ------       ------
Operating loss ..........................      (54.9)      (121.9)       (17.3)
Other income (expense), net .............       (0.9)         0.1           --
                                              ------       ------       ------
Loss before income taxes ................      (55.8)      (121.8)       (17.3)
Provision (benefit) for income taxes ....       (4.3)         0.7          0.3
                                              ------       ------       ------
Net loss ................................      (51.6)%     (122.5)%      (17.6)%
                                              ======       ------       ======
</TABLE>



                                       17

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


NET REVENUES


<TABLE>
<CAPTION>
                                        YEARS ENDED SEPTEMBER 30,
                      --------------------------------------------------------------
                        2002        CHANGE        2001         CHANGE        2000
                      ---------     ------      ---------      ------      ---------
(in thousands)
<S>                   <C>           <C>         <C>            <C>         <C>
Net revenues:
  Third parties .     $ 418,344      94.1%      $ 215,502       (31.1)%    $ 312,983
  Conexant ......        39,425      (12.3)%       44,949       (31.3)%       65,433
                      ---------      ----       ---------       ----       ---------
                      $ 457,769      75.8%      $ 260,451       (31.2)%    $ 378,416
                      =========      ====       =========       ====       =========
</TABLE>


We market and sell our semiconductor products and system solutions to leading
OEMs of communication electronics products, third-party original design
manufacturers, or ODMs, and contract manufacturers and indirectly through
electronic components distributors. Samsung Electronics Co. accounted for 38%,
44% and 28% of net revenues from customers other than Conexant for the fiscal
years ended September 30, 2002, 2001 and 2000 respectively. Motorola, Inc.
accounted for 12% of net revenues from customers other than Conexant for the
fiscal year ended September 30, 2002. Revenues derived from customers other than
Conexant located in the Americas region decreased from 11% and 13% in 2001 and
2000, respectively, to 9% in fiscal 2002. Revenues derived from customers other
than Conexant located in the Asia-Pacific region increased from 77% and 68% in
2001 and 2000, respectively, to 84% in fiscal 2002. Revenues derived from
customers other than Conexant located in the Europe/Middle East/Africa region
decreased from 12% and 19% in 2001 and 2000, respectively, to 7% in fiscal 2002.
The foregoing percentages are based on sales representing Washington/Mexicali
sales for the full fiscal year during 2002, 2001 and 2000 and including sales of
Skyworks for the post-Merger period from June 26, 2002 through the end of the
fiscal year.

We recognize revenues from product sales directly to our customers and to
distributors upon shipment and transfer of title. Provision for sales returns is
made at the time of sale based on experience. An insignificant portion of
product sales are made to electronic component distributors under agreements
allowing for price protection and/or a right of return on unsold products.

Revenues from product sales to customers other than Conexant, which represented
91%, 83% and 83% of total net revenues for the fiscal years 2002, 2001 and 2000,
respectively, increased 94% in 2002 principally reflecting increased sales of
GSM products, including power amplifier modules and complete cellular systems.
We also experienced increased demand for our power amplifier modules for CDMA
and TDMA applications from a number of our key customers. Revenues attributable
to Alpha, post Merger, included in fiscal 2002 were approximately $36 million.
Revenues from product sales to customers other than Conexant decreased 31% when
comparing fiscal 2001 to fiscal 2000 principally resulting from the significant
decrease in demand throughout the industry during this period.

Revenues from wafer fabrication and semiconductor assembly and test services
provided to Conexant represented 9%, 17% and 17% of total revenues for fiscal
2002, 2001 and 2000, respectively. The decrease in 2002 when compared to the
prior years is primarily attributable to lower demand for assembly and test
services from Conexant's Mindspeed Technologies and broadband access businesses
due to the broad slowdown affecting most of the communications electronics
end-markets for Conexant's products.

GROSS MARGIN


<TABLE>
<CAPTION>
                                                YEARS ENDED SEPTEMBER 30,
                                          -------------------------------------
                                            2002          2001           2000
                                          --------      --------       --------
(in thousands)
<S>                                       <C>           <C>            <C>
Gross margin:
  Third parties ......................    $124,195      $(53,247)      $105,533
  % of net revenues from third parties          30%          (25)%           34%
  Conexant ...........................    $  1,966      $  2,195       $  2,713
  % of net revenues from Conexant ....           5%            5%             4%
</TABLE>


Gross margin represents net revenues less cost of goods sold. Cost of goods sold
consists primarily of purchased materials, labor and overhead (including
depreciation) associated with product manufacturing, royalty and other
intellectual property


                                       18

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


costs, warranties and sustaining engineering expenses pertaining to products
sold. Cost of goods sold also includes allocations from Conexant through June
25, 2002 of manufacturing cost variances, process engineering and other
manufacturing costs which are not included in our unit costs but are expensed as
incurred.

The improvement in gross margin from third party sales for fiscal 2002, compared
with fiscal 2001, reflects increased revenues, improved utilization of our
manufacturing facilities and a decrease in depreciation expense that resulted
from the write-down of the Newbury Park wafer fabrication assets in the third
quarter of fiscal 2001 and the Mexicali facility assets in the third quarter of
2002. The effect of the write-down of the Newbury Park wafer fabrication assets
and the Mexicali facility assets on fiscal 2002 gross margin was approximately
$10.5 million and $5.5 million, respectively. Although recent revenue growth has
increased the level of utilization of our manufacturing facilities, these
facilities continue to operate below optimal capacity and underutilization
continues to adversely affect our unit cost of goods sold and gross margin.
Gross margin for fiscal 2002 was also adversely impacted by additional warranty
costs of $14.0 million. The additional warranty costs were the result of an
agreement with a major customer for the reimbursement of costs the customer
incurred in connection with the failure of a product when used in a certain
adverse environment. Although we developed and sold the product to the customer
pursuant to mutually agreed-upon specifications, the product experienced unusual
failures when used in an environment in which the product had not been
previously tested. The product has since been modified and no additional costs
are expected to be incurred in connection with this issue. In addition, under a
wafer fabrication supply agreement with Conexant, we are initially obligated to
obtain certain minimum volume levels from Jazz Semiconductor, Inc. based on a
contractual agreement between Conexant and Jazz Semiconductor. We originally
estimated our obligation under this agreement would result in excess costs of
approximately $13.2 million when recorded as a liability and charged to cost of
sales in the third quarter of fiscal 2002. During the fourth quarter of fiscal
2002, we reevaluated this obligation and reduced our liability and cost of sales
by approximately $8.1 million in the quarter. Gross margin for the year ended
September 30, 2002 benefited by approximately $12.5 million as a result of the
sale of inventories having a historical cost of $12.5 million that were written
down to a zero cost basis during fiscal year 2001; such sales resulted from
sharply increased demand beginning in the fourth quarter of fiscal 2001 that was
not anticipated at the time of the write-downs. Gross margin for fiscal 2001 was
adversely affected by inventory write-downs of approximately $58.7 million,
partially offset by approximately $4.5 million of subsequent sales of
inventories written down to a zero cost basis.

The inventory write-downs recorded in fiscal 2001 resulted from the sharply
reduced end-customer demand we experienced, primarily associated with our radio
frequency components, as a result of the rapidly changing demand environment for
digital cellular handsets during that period. As a result of these market
conditions, we experienced a significant number of order cancellations and a
decline in the volume of new orders, beginning in the fiscal 2001 first quarter
and becoming more pronounced in the second quarter.

During fiscal 2002, we sold an additional $12.5 million of inventories
previously written down to a zero cost basis. As of September 30, 2002, we
continued to hold inventories with an original cost of approximately $5.4
million which were previously written down to a zero cost basis. We currently
intend to hold these remaining inventories and will sell these inventories if we
experience renewed demand for these products. While there can be no assurance
that we will be able to do so, if we are able to sell a portion of the
inventories that are carried at zero cost basis, our gross margins will be
favorably affected. To the extent that we do not experience renewed demand for
the remaining inventories, they will be scrapped as they become obsolete.
Approximately $1.8 million and $34.5 million of inventories that were carried at
zero cost basis were scrapped during fiscal 2002 and 2001, respectively.


                                       19

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


Under supply agreements entered into with Conexant in connection with the
Merger, we will receive wafer fabrication, wafer probe and certain other
services from Jazz Semiconductor's Newport Beach, California foundry, and we
will provide wafer fabrication, wafer probe, final test and other services to
Conexant at our Newbury Park facility, in each case, for a three-year period
after the Merger. We will also provide semiconductor assembly and test services
to Conexant at our Mexicali facility.

During the term of one of our supply agreements with Conexant, our unit cost of
goods supplied by Jazz Semiconductor Inc.'s Newport Beach foundry will continue
to be affected by the level of utilization of the Newport Beach foundry joint
venture's wafer fabrication facility and other factors outside our control.
Pursuant to the terms of this supply agreement with Conexant, we are committed
to obtain a minimum level of service from Jazz Semiconductor, Inc., a Newport
Beach, California foundry joint venture between Conexant and The Carlyle Group
to which Conexant contributed its Newport Beach wafer fabrication facility. We
estimate that our obligation under this agreement will result in excess costs of
approximately $5.1 million and we have recorded this liability in the current
period. In addition, our costs will be affected by the extent of our use of
outside foundries and the pricing we are able to obtain. During periods of high
industry demand for wafer fabrication capacity, we may have to pay higher prices
to secure wafer fabrication capacity.

RESEARCH AND DEVELOPMENT


<TABLE>
<CAPTION>
                                                 YEARS ENDED SEPTEMBER 30,
                             ----------------------------------------------------------------
                               2002         CHANGE         2001         CHANGE         2000
                             --------      --------      --------      --------      --------
(in thousands)
<S>                          <C>           <C>           <C>           <C>           <C>
Research and development     $132,603            19%     $111,053            21%     $ 91,616
% of net revenues ......           29%                         43%                         24%
</TABLE>


Research and development expenses consist principally of direct personnel costs,
costs for pre-production evaluation and testing of new devices and design and
test tool costs. Research and development expenses also include allocated costs
for shared research and development services provided by Conexant through June
25, 2002, principally in the areas of advanced semiconductor process
development, design automation and advanced package development, for the benefit
of several of Conexant's businesses.

The increase in research and development expenses in fiscal 2002 compared to
fiscal 2001 primarily reflects the opening of a new design center in Le Mans,
France and higher headcount and personnel-related costs. Subsequent to the first
quarter of fiscal 2001, we expanded customer support engagements as well as
development efforts targeting semiconductor solutions using the CDMA2000, GSM,
General Packet Radio Services, or GPRS, and third-generation, or 3G, wireless
standards in both the digital cellular handset and infrastructure markets.

During fiscal 2001, the Company focused its research and development investment
principally on wireless communications applications such as next generation
power amplifiers, radio frequency subsystems and cellular systems. In
particular, the Company has focused a significant amount of research and
development resources in developing complete network protocol stacks and user
interface software in support of its cellular systems initiative. The increase
in research and development expenses for fiscal 2001 primarily reflects higher
headcount and personnel-related costs to support the Company's expanded
development efforts and the accelerated launch of new products. The higher
fiscal 2001 research and development expenses also include costs of
approximately $5.6 million resulting from the acquisition of Philsar in fiscal
2000.

Under transition services agreements with Conexant entered into in connection
with the Merger, Conexant will continue to perform various research and
development services for us at actual cost generally until December 31, 2002,
unless the parties otherwise agree. To the extent we use these services
subsequent to the expiration of the specified term, the pricing is subject to
negotiation.

SELLING, GENERAL AND ADMINISTRATIVE


<TABLE>
<CAPTION>
                                                     YEARS ENDED SEPTEMBER 30,
                                        -------------------------------------------------------------
                                         2002        CHANGE         2001        CHANGE         2000
                                        -------      -------       -------      -------       -------
(in thousands)
<S>                                     <C>          <C>           <C>          <C>           <C>
Selling, general and administrative     $50,178           (2)%     $51,267           (2)%     $52,422
% of net revenues .................          11%                        20%                        14%
</TABLE>


Selling, general and administrative expenses include personnel costs, sales
representative commissions, advertising and other marketing costs. Selling,
general and administrative expenses also include allocated general and
administrative expenses from


                                       20

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


Conexant through June 25, 2002 for a variety of shared functions, including
legal, accounting, treasury, human resources, real estate, information systems,
customer service, sales, marketing, field application engineering and other
corporate services.

The decrease in selling, general and administrative expenses in fiscal 2002
compared to fiscal 2001 and in fiscal 2001 compared to fiscal 2000 primarily
reflects lower headcount and personnel-related costs resulting from the expense
reduction and restructuring actions initiated during fiscal 2001 and lower
provisions for uncollectible accounts receivable.

Under the transition services agreement, Conexant will continue to perform
various services for us at actual cost until December 31, 2002, unless the
parties otherwise agree. To the extent we use these services subsequent to the
expiration of the specified term, the pricing is subject to negotiation.

AMORTIZATION OF INTANGIBLE ASSETS


<TABLE>
<CAPTION>
                                                       YEARS ENDED SEPTEMBER 30,
                                      -----------------------------------------------------------
                                       2002        CHANGE         2001        CHANGE       2000
                                      -------      -------       -------      -------     -------
(in thousands)
<S>                                   <C>          <C>           <C>          <C>         <C>
Amortization of intangible assets     $12,929          (15)%     $15,267           nm     $ 5,327
% of net revenues ...............           3%                         6%                       1%
</TABLE>


nm = not meaningful

In 2002, the Company recorded $36.4 million of intangible assets related to the
Merger consisting of developed technology, customer relationships and a
trademark. These assets are being amortized over their estimated useful lives
(principally ten years).

We will adopt SFAS 142 in the beginning of our 2003 fiscal year, and are
required to perform a transitional impairment test for goodwill upon adoption.
We may be required to record a substantial transitional impairment charge as a
result of adopting SFAS 142. The carrying value of goodwill and intangible
assets, subject to the transitional impairment test, is approximately $907.5
million at September 30, 2002.

In connection with the fiscal 2000 acquisition of Philsar, we recorded an
aggregate of $78.2 million of identified intangible assets and goodwill. These
assets have been amortized over their estimated useful lives (principally five
years). During the third quarter of fiscal 2002, the Company recorded a $45.8
million charge for the write-off of goodwill and other intangible assets
associated with our acquisition of the Philsar Bluetooth business. Management
has determined that the Company will not support the technology associated with
the Philsar Bluetooth business. Accordingly, this product line has been
discontinued and the employees associated with the product line have either been
severed or relocated to other operations. As a result of the actions taken,
management determined that the remaining goodwill and other intangible assets
associated with the Philsar acquisition had been impaired. The Philsar write-off
resulted in a decrease in amortization expense in fiscal 2002.

The increase in amortization of intangible assets in fiscal 2001 compared to
fiscal 2000 is the result of the Philsar acquisition in 2000 and the associated
amortization of the recorded goodwill and intangible assets that were related to
this transaction.

PURCHASED IN-PROCESS RESEARCH AND DEVELOPMENT

In connection with the Merger in the third quarter of fiscal 2002, $65.5 million
was allocated to purchased in-process research and development and expensed
immediately upon completion of the acquisition (as a charge not deductible for
tax purposes) because the technological feasibility of certain products under
development had not been established and no future alternative uses existed.

Prior to the Merger, Alpha was in the process of developing new technologies in
its semiconductor and ceramics segments. The objective of the in-process
research and development effort was to develop new semiconductor processes,
ceramic materials and related products to satisfy customer requirements in the
wireless and broadband markets. The following table summarizes the significant
assumptions underlying the valuations of the Alpha in-process research and
development (IPR&D) at the time of acquisition.


                                       21

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries



<TABLE>
<CAPTION>
                                            Estimated costs to    Discount rate
 (in millions)   Date Acquired     IPRD     complete projects    applied to IPRD
                 -------------     -----    ------------------   ---------------
<S>              <C>               <C>      <C>                  <C>
 Alpha           June 25, 2002     $65.5          $10.3                30%
</TABLE>


The semiconductor segment was involved in several projects that have been
aggregated into the following categories based on the respective technologies:

      Power Amplifier

            Power amplifiers are designed and manufactured for use in different
            types of wireless handsets. The main performance attributes of these
            amplifiers are efficiency, power output, operating voltage and
            distortion. Current research and development is focused on expanding
            the offering to all types of wireless standards, improving
            performance by process and circuit improvements and offering a
            higher level of integration.

      Control Products

            Control products consist of switches and switch filters that are
            used in wireless applications for signal routing. Most applications
            are in the handset market enabling multi-mode, multi-band handsets.
            Current research and development is focused on performance
            improvement and cost reduction by reducing chip size and increasing
            functionality.

      Broadband

            The products in this grouping consist of radio frequency (RF) and
            millimeter wave semiconductors and components designed and
            manufactured specifically to address the needs of high-speed,
            wireline and wireless network access. Current and long-term research
            and development is focused on performance enhancement of speed and
            bandwidth as well as cost reduction and integration.

      Silicon Diode

            These products use silicon processes to fabricate diodes for use in
            a variety of RF and wireless applications. Current research and
            development is focused on reducing the size of the device, improving
            performance and reducing cost.

      Ceramics

            The ceramics segment was involved in projects that relate to the
            design and manufacture of ceramic-based components such as
            resonators and filters for the wireless infrastructure market.
            Current research and development is focused on performance
            enhancements through improved formulations and electronic designs.

The material risks associated with the successful completion of the in-process
technology are associated with the Company's ability to successfully finish the
creation of viable prototypes and successful design of the chips, masks and
manufacturing processes required. The Company expects to benefit from the
in-process projects as the individual products that contain the in-process
technology are put into production and sold to end-users. The release dates for
each of the products within the product families are varied. The fair value of
the in-process research and development was determined using the income
approach. Under the income approach, the fair value reflects the present value
of the projected cash flows that are expected to be generated by the products
incorporating the in-process research and development, if successful.

The projected cash flows were discounted to approximate fair value. The discount
rate applicable to the cash flows of each project reflects the stage of
completion and other risks inherent in each project. The weighted average
discount rate used in the valuation of in-process research and development was
30 percent. The IPR&D projects were expected to commence generating cash flows
in fiscal 2003.

Special Charges

Asset Impairments

During the third quarter of fiscal 2002, the Company recorded a $66.0 million
charge for the impairment of the assembly and test machinery and equipment and
related facility in Mexicali, Mexico. The impairment charge was based on a
recoverability analysis prepared by management as a result of a significant
downturn in the market for test and assembly services for non-wireless products
and the related impact on the Company's current and projected outlook.

The Company has experienced a severe decline in factory utilization at its
Mexicali facility for non-wireless products and projected decreasing revenues
and new order volume. Management believes these factors indicated that the
carrying value of the assembly and test machinery and equipment and related
facility may have been impaired and that an impairment analysis should be
performed. In performing the analysis for recoverability, management estimated
the future cash flows expected to result from the manufacturing activities at
the Mexicali facility over a ten-year period. The estimated future cash flows
were based on a gradual phase-out of services sold to Conexant and modest volume
increases consistent with management's view of the outlook for the business,
partially offset by declining average selling prices. The declines in average
selling prices are consistent with historical trends and management's decision
to reduce capital expenditures for future capacity expansion. Since the
estimated undiscounted cash flows were less than the carrying value
(approximately $100 million based on historical cost) of the related assets, it
was concluded that an impairment loss should be recognized. The impairment
charge was determined by comparing the estimated fair value of the related
assets to their carrying value. The fair value of the assets was determined by
computing the present value of the estimated future cash flows using a discount
rate of 24%, which management believed was commensurate with the underlying
risks associated with the projected future cash flows. The Company believes the
assumptions used in the discounted cash flow model represented a reasonable
estimate of the fair value of the assets. The write down established a new cost
basis for the impaired assets.

During the third quarter of fiscal 2002, the Company recorded a $45.8 million
charge for the write-off of goodwill and other intangible assets associated with
our fiscal 2000 acquisition of the Philsar Bluetooth business. Management has
determined that the Company will not support the technology associated with the
Philsar Bluetooth business. Accordingly, this product line will be discontinued
and the employees associated with the product line have either been severed or
relocated to other operations. As a result of the actions taken, management
determined that the remaining goodwill and other intangible assets associated
with the Philsar acquisition had been impaired.

During the third quarter of fiscal 2001, the Company recorded an $86.2 million
charge for the impairment of the manufacturing facility and related wafer
fabrication machinery and equipment at the Company's Newbury Park, California
facility. This impairment charge was based on a recoverability analysis prepared
by management as a result of the dramatic downturn in the market for wireless
communications products and the related impact on the then-current and projected
business outlook of the Company. Through the third quarter of fiscal 2001, the
Company experienced a severe decline in factory utilization at the Newbury Park
wafer fabrication facility and decreasing revenues, backlog, and new order
volume. Management believed these factors, together with its decision to
significantly reduce future capital expenditures for advanced process
technologies and capacity beyond the then-current levels, indicated that the
value of the Newbury Park facility may have been impaired and that an impairment
analysis should be performed. In performing the analysis for recoverability,
management estimated the future cash flows expected to result from the
manufacturing activities at the Newbury Park facility over a ten-year period.
The estimated future cash flows were based on modest volume increases consistent
with management's view of the outlook for the industry, partially offset by
declining average selling prices. The declines in average selling prices are
consistent with historical trends and management's decision to focus on existing
products based on the current technology. Since the estimated undiscounted cash
flows were less than the carrying value (approximately $106 million based on
historical cost) of the related assets, it was concluded that an impairment loss
should be recognized. The impairment charge was determined by comparing the
estimated fair value of the related assets to their carrying value. The fair
value of the assets was determined by computing the present value of the
estimated future cash flows using a discount rate of 30%, which management
believed was commensurate with the underlying risks associated with the
projected cash flows. The Company believes the assumptions used in the
discounted cash flow model represented a reasonable estimate of the fair value
of the assets. The write-down established a new cost basis for the impaired
assets.

Restructuring Charges

During fiscal 2002, the Company reduced its workforce through involuntary
severance programs and recorded restructuring charges of approximately $3.0
million for costs related to the workforce reduction and the consolidation of
certain facilities. The charges were based upon estimates of the cost of
severance benefits for affected employees and lease cancellation, facility
sales, and other costs related to the consolidation of facilities. Substantially
all amounts accrued for these actions are expected to be paid within one year.

During fiscal 2001, Washington/Mexicali reduced its workforce by approximately
250 employees, including approximately 230 employees in manufacturing
operations. Restructuring charges of $2.7 million were recorded for such actions
and were based upon estimates of the cost of severance benefits for the affected
employees. Substantially all amounts accrued for these actions are expected to
be paid within one year.

Activity and liability balances related to the fiscal 2001 and fiscal 2002
restructuring actions are as follows (in thousands):


<TABLE>
<CAPTION>
                                                                  Fiscal 2002      Fiscal 2002
                                                  Fiscal 2001      workforce    facility closings
                                                    actions       reductions        and other          Total
                                                    -------       ----------        ---------          -----
<S>                                               <C>             <C>           <C>                  <C>      
Charged to costs and expenses.................     $   2,667
Cash payments.................................        (1,943)
Restructuring balance, September 30, 2001.....           724       $      --      $        --        $     724
Charged to costs and expenses.................            65           2,923               97            3,085
Cash payments.................................          (789)         (2,225)             (13)          (3,027)
                                                   ---------       ---------      -----------        ---------
Restructuring balance, September 30, 2002.....     $      --       $     698      $        84        $     782
                                                   =========       =========      ===========        =========
</TABLE>


In addition, the Company assumed approximately $7.8 million of restructuring
reserves from Alpha in connection with the Merger. On September 27, 2002 this
balance was $6.7 million and substantially all amounts accrued are expected to
be paid within one year.

OTHER INCOME (EXPENSE), NET

Other income (expense), net is comprised primarily of interest expense, interest
income on invested cash balances, gains/losses on the sale of assets, foreign
exchange gains/losses and other non-operating income and expense items. The
decrease to $4.3 million of other expense, net in fiscal 2002 from $0.2 million
of other income, net in fiscal 2001 is principally the result of


                                       22

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


approximately $4.1 million of additional interest expense related to the
short-term note to Conexant for the Mexicali facility purchase.

PROVISION FOR INCOME TAXES

The net operating loss carryforwards and other tax benefits relating to the
historical operations of Washington/Mexicali were retained by Conexant in the
spin-off transaction, and will not be available to be utilized in our future
separate tax returns. As a result of our history of operating losses and the
expectation of future operating results, we determined that it is more likely
than not that historic and current year income tax benefits will not be realized
except for certain future deductions associated with Mexicali in the
post-spin-off period. Consequently, no United States income tax benefit has been
recognized relating to the U.S. operating losses. As of September 30, 2002, we
have established a valuation allowance against all of our net U.S. deferred tax
assets. Deferred tax assets have been recognized for foreign operations when
management believes they will be recovered during the carry forward period.

The provision (benefit) for income taxes for fiscal 2002, 2001 and 2000 consists
of foreign income taxes incurred by foreign operations. We do not expect to
recognize any income tax benefits relating to future operating losses generated
in the United States until management determines that such benefits are more
likely than not to be realized. In 2002, the Company recorded a tax benefit of
approximately $23 million related to the impairment of our Mexicali assets.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents at September 30, 2002, 2001 and 2000 totaled $53.4
million, $2.0 million and $4.2 million, respectively. Working capital at
September 30, 2002 was approximately $79.8 million compared to $60.5 million at
September 30, 2001. Annualized inventory turns were approximately 6.9 for the
fourth quarter of fiscal 2002. Additionally, days sales outstanding included in
accounts receivable for the fourth quarter of fiscal 2002 was approximately 57
days.

Cash used in operating activities was $99.1 million for fiscal 2002, reflecting
a net loss of $236.1 million, offset by non-cash charges (depreciation and
amortization, asset impairments and an in-process research and development
charge) of $216.6 million and a net increase in the non-cash components of
working capital of approximately $79.6 million. During 2002 the Company
consolidated facilities, reduced its work force and continued to implement cost
saving initiatives. In addition, increased revenues and improved utilization of
our manufacturing facilities contributed to improved operating results in fiscal
2002.

Cash provided by investing activities for fiscal 2002 consisted of capital
expenditures of $29.4 million and dividends to Conexant of $3.1 million offset
by cash received of $67.1 million as a result of the Merger and $35.4 million
from the sale of short-term investments acquired in the Merger. The capital
expenditures for fiscal 2002 reflect a significant reduction from annual capital
expenditures in fiscal 2001, a key component of the cost reduction initiatives
implemented in fiscal 2002.

Cash provided by financing activities for fiscal 2002 principally consisted of
net transfers from Conexant, pre-Merger, of $50.4 million and $30.0 million of
proceeds from borrowings against the revolving credit facility with Conexant.

On September 30, 2002, the Company had $150 million in short-term promissory
notes payable to Conexant pursuant to a financing agreement entered into in

connection with the purchase of the Mexicali Operations. The notes were secured
by the assets and properties of the Company. Unless paid earlier at the option
of the Company or pursuant to mandatory prepayment provisions contained in the
financing agreement with Conexant, fifty percent of the principal portion of the
short-term promissory notes was due on March 24, 2003, and the remaining fifty
percent of the notes was due on June 24, 2003. Interest on these notes was
payable quarterly at a rate of 10% per annum for the first ninety days following
June 25, 2002, 12% per annum for the next ninety days and 15% per annum
thereafter. Because the Company refinanced these notes, the principal amount was
classified on September 30, 2002 as a long-term note payable. In addition, on
September 30, 2002 the Company had available a short-term $100 million loan
facility from Conexant under the financing agreement to fund the Company's
working capital and other requirements. $75 million of this facility became
available on or after July 10, 2002, and the remaining $25 million balance of
the facility would have become available if the Company had more than $150
million of eligible domestic receivables. The entire principal of any amounts
borrowed under the facility was due on June 24, 2003. There were $30 million of
borrowings as of September 30, 2002 under this facility. Because the Company
refinanced the amounts borrowed under this loan facility, the principal amount
was classified on September 30, 2002 as a long-term note payable.

On November 13, 2002, Skyworks successfully closed a private placement of $230
million of 4.75 percent convertible subordinated notes due 2007. These notes can
be converted into 110.4911 shares of common stock per $1,000 principal balance,
which is the equivalent of a conversion price of approximately $9.05 per share.
The net proceeds from the note offering were principally used to prepay debt
owed to Conexant


                                       23

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


under the financing agreement. The payments to Conexant retired $105 million of
the $150 million note relating to the purchase of the Mexicali Operations and
repaid the $65 million principal amount outstanding as of November 13, 2002
under the loan facility, dissolving the $100 million facility and resulting in
the release of Conexant's security interest in all assets and properties of the
Company.

In connection with the prepayment by the Company of $105 million of the $150
million note owed to Conexant relating to the purchase of the Mexicali
Operations, the remaining $45 million principal balance of the note was
exchanged for new 15% convertible debt securities with a maturity date of June
30, 2005. These notes can be converted into the Company's common stock at a
conversion rate based on the applicable conversion price, which is subject to
adjustment based on, among other things, the market price of the Company's
common stock. Based on this adjustable conversion price, the Company expects
that the maximum number of shares that could be issued under the note is
approximately 7.1 million shares, subject to adjustment for stock splits and
other similar dilutive occurrences.

In addition to the retirement of $170 million in principal amount of
indebtedness owing to Conexant, Skyworks also retained approximately $53 million
of net proceeds of the private placement to support our working capital needs.

Cash used in operating activities was $89.4 million and $53.8 million for fiscal
2001 and 2000, respectively. Operating cash flows for fiscal 2001 and 2000
reflect net losses of $318.9 million and $66.5 million, respectively, offset by
non-cash charges (depreciation and amortization, asset impairments and an
in-process research and development charge) of $220.8 million and $98.1 million,
respectively, and a net decrease in the non-cash components of working capital
of approximately $8.7 million and a net increase of $85.4 million, respectively.

Cash used in investing activities for fiscal 2001 consisted of capital
expenditures of $51.1 million. The capital expenditures for fiscal 2002 reflect
a significant reduction from annual capital expenditures in fiscal 2001, a key
component of the cost reduction initiatives implemented in fiscal 2002. Cash
used in investing activities for fiscal 2000 consisted of capital expenditures
of $100.4 million partially offset by cash received of $7.7 million in the
acquisition of Philsar. The capital expenditures for fiscal 2001 reflect a
significant reduction from annual capital expenditures in fiscal 2000, a key
component of the cost reduction initiatives implemented in fiscal 2001.

Cash provided by financing activities consisted of net transfers from Conexant
of $138.3 million and $148.7 million for fiscal 2001 and 2000, respectively.
Historically, Conexant has managed cash on a centralized basis. Cash receipts
associated with Washington/Mexicali's business were generally collected by
Conexant, and Conexant generally made disbursements on behalf of
Washington/Mexicali.

During fiscal years 1998 through 2001, we made a series of capital investments
which increased the capacity of our Newbury Park gallium arsenide wafer
fabrication facility. We made these investments to support then-current and
anticipated future growth in sales of our wireless communications products, such
as power amplifiers, that use the gallium arsenide process. During the same
period, we made a series of capital investments at our Mexicali facility to
expand our integrated circuit assembly capacity, including the addition of
assembly lines using surface mount technology processes for the production of
multi-chip modules, which the Mexicali facility principally produces for us. The
capital investments also increased the Mexicali facility's test capacity,
including radio frequency capable equipment for testing wireless communications
products. We invested in the Mexicali facility to support then-current and
anticipated future growth in sales of our wireless communications products and
to support increasing demand for assembly and test services from Conexant.

Capital investments for the Newbury Park wafer fabrication facility totaled $0.7
million, $27.3 million and $35.5 million during fiscal 2002, fiscal 2001 and
fiscal 2000, respectively. A significant portion of the fiscal 2001 capital
investments were made to continue or complete capital investment programs that
we had initiated during fiscal 2000. During the second quarter of fiscal 2001,
in response to the broad slowdown affecting the wireless communications sector,
including us and Conexant, we sharply curtailed our capital expenditure
programs.

Although reduced capital expenditures are a key component of the cost reduction
initiatives, a focused program of capital expenditures will be required to
sustain our current manufacturing capabilities. We may also consider acquisition
opportunities to extend our technology portfolio and design expertise and to
expand our product offerings.


                                       24

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


Following is a summary of consolidated debt and lease obligations at September
30, 2002 (see Notes 5 and 9 of the consolidated financial statements), in
thousands:


<TABLE>
<CAPTION>
   OBLIGATION                                     TOTAL      1-3 YEARS    4-5 YEARS    THEREAFTER
                                                 --------    ---------    ---------    ----------
<S>                                              <C>         <C>          <C>          <C>
   Debt .....................................    $180,168     $ 45,168     $135,000     $     --

   Operating leases .........................      40,215       19,350        9,212       11,653
                                                 --------     --------     --------     --------

   Total debt and operating lease obligations    $220,383     $ 64,518     $144,212     $ 11,653
                                                 ========     ========     ========     ========
</TABLE>


Under supply agreements entered into with Conexant in connection with the
Merger, the Company's expected minimum purchase obligations will be
approximately $64 million, $39 million and $13 million in fiscal 2003, 2004 and
2005, respectively. These agreements are related to wafer fabrication, wafer
probe and certain other services the Company will receive from Jazz
Semiconductor's Newport Beach, California foundry. With the exception of $5.1
million related to fiscal 2003 purchase obligations, which has been accrued in
fiscal 2002, we currently anticipate meeting each of the annual minimum purchase
obligations under the three-year supply agreement with Conexant.

Based on the closing of the private placement, the debt refinancing with
Conexant and current trends, the Company expects to generate sufficient
operating cash to meet our short-term and long-term cash requirements.

OTHER MATTERS

Inflation did not have a significant impact upon our results of operations
during the three-year period ended September 27, 2002.

In July 2001, the Financial Accounting Standards Board (FASB) issued Statements
No. 141, "Business Combinations" (SFAS No. 141), and No. 142, "Goodwill and
Other Intangibles" (SFAS No. 142). SFAS No. 141 requires the use of the purchase
method of accounting and eliminates the use of the pooling-of-interest method of
accounting for business combinations. SFAS No. 141 also requires that the
Company recognize acquired intangible assets apart from goodwill if the acquired
intangible assets meet certain criteria. SFAS No. 141 applies to all business
combinations initiated after June 30, 2001 and for purchase business
combinations completed on or after July 1, 2001. The Company has adopted the
provisions of SFAS No. 141. Upon adoption of SFAS No. 142, the Company is
required to evaluate its existing intangible assets and goodwill that were
acquired in purchase business combinations, and to make any necessary
reclassifications in order to conform with the new classification criteria in
SFAS No. 141 for recognition separate from goodwill. The Company will be
required to reassess the useful lives and residual values of all intangible
assets acquired, and make any necessary amortization period adjustments by the
end of the first interim period after adoption. If an intangible asset is
identified as having an indefinite useful life, the Company will be required to
test the intangible asset for impairment in accordance with the provisions of
SFAS No. 142 within the first interim period. Impairment is measured as the
excess of carrying value over the fair value of an intangible asset with an
indefinite life. Any impairment loss will be measured as of the date of adoption
and recognized as the cumulative effect of a change in accounting principle in
the first interim period.

In connection with SFAS No. 142's transitional goodwill impairment evaluation,
the Statement requires the Company to perform an assessment of whether there is
an indication that goodwill is impaired as of the date of adoption. To
accomplish this, the Company must identify its reporting units and determine the
carrying value of each reporting unit by assigning the assets and liabilities,
including the existing goodwill and intangible assets, to those reporting units
as of October 1, 2002. The Company will then have up to six months from October
1, 2002 to determine the fair value of each reporting unit and compare it to the
carrying amount of the reporting unit. To the extent the carrying amount of a
reporting unit exceeds the fair value of the reporting unit, an indication
exists that the reporting unit goodwill may be impaired and the Company must
perform the second step of the transitional impairment test. The second step is
required to be completed as soon as possible, but no later than the end of the
year of adoption. In the second step, the Company must compare the implied fair
value of the reporting unit goodwill with the carrying amount of the reporting
unit goodwill, both of which would be measured as of the date of adoption. The
implied fair value of goodwill is determined by allocating the fair value of the
reporting unit to all of the assets (recognized and unrecognized) and
liabilities of the reporting unit in a manner similar to a purchase price
allocation, in accordance with SFAS No. 141. The residual fair value after this
allocation is the implied fair value of the reporting unit goodwill. Any
transitional impairment loss will be recognized as the cumulative effect of a
change in accounting principle in the Company's statement of operations. We may
be required to record a substantial transitional impairment charge as a result
of adopting SFAS No. 142. Management is assessing the impact that adoption of
SFAS No. 142 will have on the Company's financial statements. The carrying value
of goodwill and intangible assets, subject to the transitional impairment test,
is approximately $907.5 million at September 30, 2002.

In August 2001, the Financial Accounting Standards Board issued SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets," which
supersedes previous guidance on financial accounting and reporting for the
impairment or disposal of long-lived assets and for segments of a business to be
disposed of. Adoption of SFAS No. 144 is required no later than the beginning of
fiscal 2003. Management does not expect the adoption of SFAS No. 144 to have a
significant impact on our financial position or results of operations. However,
future impairment reviews may result in charges against earnings to write-down
the value of long-lived assets.

In April 2002 the FASB issued SFAS No. 145, "Rescission of FASB Statement No.'s
4, 44, and 64, Amendment of FASB Statement No. 13 and Technical Corrections",
effective for fiscal years beginning May 15, 2002 or later. It rescinds SFAS No.
4, "Reporting Gains and Losses From Extinguishments of Debt", SFAS No. 64,
"Extinguishments of Debt to Satisfy Sinking-Fund Requirements", and SFAS No. 44,
"Accounting for Intangible Assets of Motor Carriers". This Statement also amends
SFAS No. 13, "Accounting for Leases" to eliminate an inconsistency between the
required accounting for sale-leaseback transactions and the required accounting
for certain lease modifications that have economic effects that are similar to
sale-leaseback transactions. This Statement also amends other existing
authoritative pronouncements to make various technical corrections, clarify
meanings or describe their applicability under changed conditions. We do not
believe the impact of adopting SFAS No. 145 will have a material impact on our
financial statements.

In June 2002 the FASB issued SFAS No. 146, "Accounting for Costs Associated With
Exit or Disposal Activities". SFAS No. 146 requires companies to recognize costs
associated with exit or disposal activities when they are incurred rather than
at the date of commitment to an exit or disposal plan. This statement is
effective for exit or disposal activities initiated after December 31, 2002. We
are assessing the impact that adoption of SFAS No. 146 will have on our
financial statements.

                                       25

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


FORWARD-LOOKING STATEMENTS

This report and other documents we have filed with the SEC contain
forward-looking statements made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Some of the forward-looking
statements can be identified by the use of forward-looking terms such as
"believes," "expects," "may," "will," "should," "could," "seek," "intends,"
"plans," "estimates," "anticipates" or other comparable terms. Forward-looking
statements involve inherent risks and uncertainties. A number of important
factors could cause actual results to differ materially from those in the
forward-looking statements. We urge you to consider the risks and uncertainties
discussed below and elsewhere in this report and in the other documents filed
with the SEC in evaluating our forward-looking statements. We have no plans to
update our forward-looking statements to reflect events or circumstances after
the date of this report. We caution readers not to place undue reliance upon any
such forward-looking statements, which speak only as of the date made.

CERTAIN BUSINESS RISKS

WE HAVE RECENTLY INCURRED SUBSTANTIAL OPERATING LOSSES AND ANTICIPATE FUTURE
LOSSES.

Our operating results have been adversely affected by a global economic slowdown
and an abrupt decline in demand for many of the end-user products that
incorporate wireless communications semiconductor products and system solutions.
As a result, we incurred substantial operating losses during the twelve-month
period ended September 27, 2002. We expect that reduced end-customer demand,
underutilization of our manufacturing capacity, changes in our revenue mix and
other factors will continue to adversely affect our operating results in the
near term. In order to become profitable, we must achieve substantial revenue
growth and we will face an environment of uncertain demand in the markets for
our products. We cannot assure you as to whether or when we will become
profitable or whether we will be able to sustain such profitability, if
achieved.

WE OPERATE IN THE HIGHLY CYCLICAL WIRELESS COMMUNICATIONS SEMICONDUCTOR
INDUSTRY, WHICH IS SUBJECT TO SIGNIFICANT DOWNTURNS.

The wireless communications semiconductor industry is highly cyclical and is
characterized by constant and rapid technological change, rapid product
obsolescence and price erosion, evolving technical standards, short product life
cycles and wide fluctuations in product supply and demand. From time to time
these and other factors, together with changes in general economic conditions,
cause significant upturns and downturns in the industry. Periods of industry
downturns, as we experienced through most of calendar year 2001, have been
characterized by diminished product demand, production overcapacity, high
inventory levels and accelerated erosion of average selling prices. These
factors, and in particular the level of demand for digital cellular handsets,
may cause substantial fluctuations in our revenues and results of operations. We
have experienced these cyclical fluctuations in our business and may experience
cyclical fluctuations in the future. During the late 1990's and extending into
2000, the wireless communications semiconductor industry enjoyed unprecedented
growth, benefiting from the rapid expansion of wireless communication services
worldwide and increased demand for digital cellular handsets. During calendar
year 2001, we were adversely impacted by a global economic slowdown and an
abrupt decline in demand for many of the end-user products that incorporate our
respective wireless communications semiconductor products and system solutions,
particularly digital cellular handsets. The impact of weakened end-customer
demand was compounded by higher than normal levels of inventories among our
original equipment manufacturer, or OEM, subcontractor and distributor
customers. We expect that reduced end-customer demand, underutilization of our
manufacturing capacity, changes in revenue mix and other factors will continue
to adversely affect our operating results in the near term.

WE ARE SUBJECT TO INTENSE COMPETITION.

The wireless communications semiconductor industry in general and the markets in
which we compete in particular are intensely competitive. We compete with U.S.
and international semiconductor manufacturers that are both larger and smaller
than us in terms of resources and market share. We currently face significant
competition in our markets and expect that intense price and product competition
will continue. This competition has resulted and is expected to continue to
result in declining average selling prices for our products. We also anticipate
that additional competitors will enter our markets as a result of growth
opportunities in communications electronics, the trend toward global expansion
by foreign and domestic competitors and technological and public policy changes.
We believe that the principal competitive factors for semiconductor suppliers in
our market include, among others:

      -     time-to-market;

      -     new product innovation;


                                       26

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


      -     product quality, reliability and performance;

      -     price;

      -     compliance with industry standards;

      -     strategic relationships with customers; and

      -     protection of intellectual property.

We cannot assure you that we will be able to successfully address these factors.
Many of our competitors have advantages over us, including:

      -     longer presence in key markets;

      -     greater name recognition;

      -     ownership or control of key technology or intellectual property; and

      -     greater financial, sales and marketing, manufacturing, distribution,
            technical or other resources.

As a result, certain competitors may be able to adapt more quickly than we can
to new or emerging technologies and changes in customer requirements or may be
able to devote greater resources to the development, promotion and sale of their
products than we can.

Current and potential competitors have established or may establish financial or
strategic relationships among themselves or with our customers, resellers or
other third parties. These relationships may affect customers' purchasing
decisions. Accordingly, it is possible that new competitors or alliances among
competitors could emerge and rapidly acquire significant market share. We cannot
assure you that we will be able to compete successfully against current and
potential competitors.

OUR SUCCESS DEPENDS UPON OUR ABILITY TO DEVELOP NEW PRODUCTS AND REDUCE COSTS IN
A TIMELY MANNER.

The markets into which we sell demand cutting-edge technologies and new and
innovative products. Our operating results depend largely on our ability to
continue to introduce new and enhanced products on a timely basis. Successful
product development and introduction depends on numerous factors, including:

      -     the ability to anticipate customer and market requirements and
            changes in technology and industry standards;

      -     the ability to define new products that meet customer and market
            requirements;

      -     the ability to complete development of new products and bring
            products to market on a timely basis;

      -     the ability to differentiate our products from offerings of our
            competitors; and

      -     overall market acceptance of our products.

We cannot assure you that we will have sufficient resources to make the
substantial investment in research and development in order to develop and bring
to market new and enhanced products in a timely manner. We will be required
continually to evaluate expenditures for planned product development and to
choose among alternative technologies based on our expectations of future market
growth. We cannot assure you that we will be able to develop and introduce new
or enhanced wireless communications semiconductor products in a timely and
cost-effective manner, that our products will satisfy customer requirements or
achieve market acceptance or that we will be able to anticipate new industry
standards and technological changes. We also cannot assure you that we will be
able to respond successfully to new product announcements and introductions by
competitors.

In addition, prices of established products may decline, sometimes
significantly, over time. We believe that to remain competitive we must continue
to reduce the cost of producing and delivering existing products at the same
time that we develop and introduce new or enhanced products. We cannot assure
you that we will be able to continue to reduce the cost of our products to
remain competitive.

WE MAY NOT BE ABLE TO KEEP ABREAST OF THE RAPID TECHNOLOGICAL CHANGES IN OUR
MARKETS.

The demand for our products can change quickly and in ways we may not
anticipate. Our markets generally exhibit the following characteristics:

      -     rapid technological developments;

      -     rapid changes in customer requirements;


                                       27

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


      -     frequent new product introductions and enhancements;

      -     short product life cycles with declining prices over the life cycle
            of the product; and

      -     evolving industry standards.

Our products could become obsolete or less competitive sooner than anticipated
because of a faster than anticipated change in one or more of the technologies
related to our products or in market demand for products based on a particular
technology, particularly due to the introduction of new technology that
represents a substantial advance over current technology. Currently accepted
industry standards are also subject to change, which may contribute to the
obsolescence of our products.

WE MAY NOT BE ABLE TO ATTRACT AND RETAIN QUALIFIED PERSONNEL NECESSARY FOR THE
DESIGN, DEVELOPMENT, MANUFACTURE AND SALE OF OUR PRODUCTS. OUR SUCCESS COULD BE
NEGATIVELY AFFECTED IF KEY PERSONNEL LEAVE.

Our success depends on our ability to continue to attract, retain and motivate
qualified personnel, including executive officers and other key management and
technical personnel. As the source of our technological and product innovations,
our key technical personnel represent a significant asset. The competition for
management and technical personnel is intense in the semiconductor industry. We
cannot assure you that we will be able to attract and retain qualified
management and other personnel necessary for the design, development,
manufacture and sale of our products. We may have particular difficulty
attracting and retaining key personnel during periods of poor operating
performance, given, among other things, the use of equity-based compensation by
us and our competitors. The loss of the services of one or more of our key
employees or our inability to attract, retain and motivate qualified personnel,
could have a material adverse effect on our ability to operate our business.

IF OEMS OF COMMUNICATIONS ELECTRONICS PRODUCTS DO NOT DESIGN OUR PRODUCTS INTO
THEIR EQUIPMENT, WE WILL HAVE DIFFICULTY SELLING THOSE PRODUCTS. MOREOVER, A
"DESIGN WIN" FROM A CUSTOMER DOES NOT GUARANTEE FUTURE SALES TO THAT CUSTOMER.

Our products will not be sold directly to the end-user but will be components of
other products. As a result, we will rely on OEMs of wireless communications
electronics products to select our products from among alternative offerings to
be designed into their equipment. Without these "design wins" from OEMs, we
would have difficulty selling our products. Once an OEM designs another
supplier's product into one of its product platforms, it is more difficult for
us to achieve future design wins with that OEM product platform because changing
suppliers involves significant cost, time, effort and risk on the part of that
OEM. Also, achieving a design win with a customer does not ensure that we will
receive significant revenues from that customer. Even after a design win, the
customer is not obligated to purchase our products and can choose at any time to
reduce or cease use of our products, for example, if its own products are not
commercially successful, or for any other reason. We may be unable to achieve
design wins or to convert design wins into actual sales.

BECAUSE OF THE LENGTHY SALES CYCLES OF MANY OF OUR PRODUCTS, WE MAY INCUR
SIGNIFICANT EXPENSES BEFORE WE GENERATE ANY REVENUES RELATED TO THOSE PRODUCTS.

Our customers may need three to six months to test and evaluate our products and
an additional three to six months to begin volume production of equipment that
incorporates our products. The lengthy period of time required increases the
possibility that a customer may decide to cancel or change product plans, which
could reduce or eliminate our sales to that customer. As a result of this
lengthy sales cycle, we may incur significant research and development, and
selling, general and administrative expenses before we generate the related
revenues for these products, and we may never generate the anticipated revenues
if our customer cancels or changes its product plans.

UNCERTAINTIES INVOLVING THE ORDERING AND SHIPMENT OF OUR PRODUCTS COULD
ADVERSELY AFFECT OUR BUSINESS.

Our sales will typically be made pursuant to individual purchase orders and not
under long-term supply arrangements with our customers. Our customers may cancel
orders prior to shipment. Additionally, we will sell a portion of our products
through distributors, some of whom will have rights to return unsold products.
We may purchase and manufacture inventory based on estimates of customer demand
for our products, which is difficult to predict. This difficulty may be
compounded when we sell to OEMs indirectly through distributors or contract
manufacturers, or both, as our forecasts of demand will then be based on
estimates provided by multiple parties. In addition, our customers may change
their inventory practices on short notice for any reason. The cancellation or
deferral of product orders, the return of previously sold products, or
overproduction due to the failure of anticipated orders to materialize, could
result in us holding excess or obsolete inventory, which could result in
inventory write-downs.


                                       28

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


OUR RELIANCE ON A SMALL NUMBER OF CUSTOMERS FOR A LARGE PORTION OF OUR SALES
COULD HAVE A MATERIAL ADVERSE EFFECT ON THE RESULTS OF OUR OPERATIONS.

A significant portion of our sales are concentrated among a limited number of
customers. If we lost one or more of these major customers, or if one or more
major customers significantly decreased its orders of our products, our business
would be materially and adversely affected. Sales to Samsung Electronics Co. and
to Motorola, Inc. represented approximately 38% and 12%, respectively, of net
revenues from customers other Conexant during fiscal 2002 on a historical basis
(such sales representing Washington/Mexicali sales for the fiscal year through
June 25, 2002, and sales of Skyworks, the combined company, for the post-merger
period from June 26, 2002 through the end of the fiscal year). Our future
operating results will depend on the success of these customers and other
customers and our success in selling products to them.

WE FACE A RISK THAT CAPITAL NEEDED FOR OUR BUSINESS WILL NOT BE AVAILABLE WHEN
WE NEED IT.

We may need to obtain sources of financing in the future. After giving effect to
the net proceeds we received in our private placement of 4.75 percent
convertible subordinated notes due 2007 and our debt refinancing with Conexant,
we believe that our existing sources of liquidity, together with cash expected
to be generated from operations, will be sufficient to fund our research and
development, capital expenditure, working capital and other financing
requirements for at least the next twelve months.

However, we cannot assure you that the capital required to fund these expenses
will be available in the future. Conditions existing in the U.S. capital markets
when the Company seeks financing will affect our ability to raise capital, as
well as the terms of any financing. The Company may not be able to raise enough
capital to meet our capital needs on a timely basis or at all. Failure to obtain
capital when required would have a material adverse effect on the Company.

In addition, any strategic investments and acquisitions that we may make to help
us grow our business may require additional capital resources. We cannot assure
you that the capital required to fund these investments and acquisitions will be
available in the future.

OUR MANUFACTURING PROCESSES ARE EXTREMELY COMPLEX AND SPECIALIZED.

Our manufacturing operations are complex and subject to disruption due to causes
beyond our control. The fabrication of integrated circuits is an extremely
complex and precise process consisting of hundreds of separate steps. It
requires production in a highly controlled, clean environment. Minor impurities,
errors in any step of the fabrication process, defects in the masks used to
print circuits on a wafer or a number of other factors can cause a substantial
percentage of wafers to be rejected or numerous die on each wafer not to
function.

Our operating results are highly dependent upon our ability to produce
integrated circuits at acceptable manufacturing yields. Our operations may be
affected by lengthy or recurring disruptions of operations at any of our
production facilities or those of our subcontractors. These disruptions may
include electrical power outages, fire, earthquake, flooding or other natural
disasters. Disruptions of our manufacturing operations could cause significant
delays in shipments until we are able to shift the products from an affected
facility or subcontractor to another facility or subcontractor.

In the event of these types of delays, we cannot assure you that the required
alternative capacity, particularly wafer production capacity, would be available
on a timely basis or at all. Even if alternative wafer production capacity is
available, we may not be able to obtain it on favorable terms, which could
result in higher costs and/or a loss of customers. We may be unable to obtain
sufficient manufacturing capacity to meet demand, either at our own facilities
or through external manufacturing or similar arrangements with others.

Due to the highly specialized nature of the gallium arsenide integrated circuit
manufacturing process, in the event of a disruption at the Newbury Park,
California or Woburn, Massachusetts semiconductor wafer fabrication facilities,
alternative gallium arsenide production capacity would not be immediately
available from third-party sources. These disruptions could have a material
adverse effect on our business, financial condition and results of operations.


                                       29

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


WE MAY NOT BE ABLE TO ACHIEVE MANUFACTURING YIELDS THAT CONTRIBUTE POSITIVELY TO
OUR GROSS MARGIN AND PROFITABILITY.

Minor deviations or perturbations in the manufacturing process can cause
substantial manufacturing yield loss, and in some cases, cause production to be
suspended. Manufacturing yields for new products initially tend to be lower as
we complete product development and commence volume manufacturing, and typically
increase as we bring the product to full production. Our forward product pricing
includes this assumption of improving manufacturing yields and, as a result,
material variances between projected and actual manufacturing yields will have a
direct effect on our gross margin and profitability. The difficulty of
forecasting manufacturing yields accurately and maintaining cost competitiveness
through improving manufacturing yields will continue to be magnified by the
increasing process complexity of manufacturing semiconductor products. Our
manufacturing operations will also face pressures arising from the compression
of product life cycles, which will require us to manufacture new products faster
and for shorter periods while maintaining acceptable manufacturing yields and
quality without, in many cases, reaching the longer-term, high-volume
manufacturing conducive to higher manufacturing yields and declining costs.

WE ARE DEPENDENT UPON THIRD PARTIES FOR THE MANUFACTURE, ASSEMBLY AND TEST OF
OUR PRODUCTS.

We rely upon independent wafer fabrication facilities, called foundries, to
provide silicon-based products and to supplement our gallium arsenide wafer
manufacturing capacity. There are significant risks associated with reliance on
third-party foundries, including:

      -     the lack of ensured wafer supply, potential wafer shortages and
            higher wafer prices;

      -     limited control over delivery schedules, manufacturing yields,
            production costs and product quality; and

      -     the inaccessibility of, or delays in obtaining access to, key
            process technologies.

Although we have long-term supply arrangements to obtain additional external
manufacturing capacity, the third-party foundries we use may allocate their
limited capacity to the production requirements of other customers. If we choose
to use a new foundry, it will typically take an extended period of time to
complete the qualification process before we can begin shipping products from
the new foundry. The foundries may experience financial difficulties, be unable
to deliver products to us in a timely manner or suffer damage or destruction to
their facilities, particularly since some of them are located in earthquake
zones. If any disruption of manufacturing capacity occurs, we may not have
alternative manufacturing sources immediately available. We may therefore
experience difficulties or delays in securing an adequate supply of our
products, which could impair our ability to meet our customers' needs and have a
material adverse effect on our operating results.

We also intend to utilize subcontractors to package, assemble and test a portion
of our products. Because we rely on others to package, assemble or test our
products, we are subject to many of the same risks as are described above with
respect to foundries.

WE ARE DEPENDENT UPON THIRD PARTIES FOR THE SUPPLY OF RAW MATERIALS AND
COMPONENTS.

We believe we have adequate sources for the supply of raw materials and
components for our manufacturing needs with suppliers located around the world.
However, we are currently dependent on two suppliers for epitaxial wafers used
in the gallium arsenide semiconductor manufacturing processes at our
manufacturing facilities. Nevertheless, while we historically have not
experienced any significant difficulties in obtaining an adequate supply of raw
materials, including epitaxial wafers, and components necessary for our
manufacturing operations, we cannot assure you that we will not lose a
significant supplier or that a supplier will be able to meet performance and
quality specifications or delivery schedules.

Under a supply agreement entered into with Conexant in connection with the
Merger, we receive wafer fabrication, wafer probe and certain other services
from Jazz Semiconductor, Inc., a Newport Beach, California foundry joint venture
between Conexant and The Carlyle Group. Pursuant to our supply agreement with
Conexant, we are initially obligated to obtain certain minimum volume levels
from Jazz Semiconductor based on a contractual agreement between Conexant and
Jazz Semiconductor. Our expected minimum purchase obligations under this supply
agreement are anticipated to be approximately $64 million, $39 million and $13
million in fiscal 2003, 2004 and 2005. We estimate that our minimum purchase
obligation under this agreement will result in excess costs of approximately
$5.1 million and we have recorded this liability and charged cost of sales in
fiscal 2002.


                                       30

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


WE ARE SUBJECT TO THE RISKS OF DOING BUSINESS INTERNATIONALLY.

Historically, a substantial majority of the Company's net revenues from
customers other than Conexant were derived from customers located outside the
United States, primarily countries located in the Asia-Pacific region and
Europe. In addition, we have suppliers located outside the United States and
third-party packaging, assembly and test facilities and foundries located in the
Asia-Pacific region. Our international sales and operations are subject to a
number of risks inherent in selling and operating abroad. These include, but are
not limited to, risks regarding:

      -     currency exchange rate fluctuations;

      -     local economic and political conditions;

      -     disruptions of capital and trading markets;

      -     restrictive governmental actions (such as restrictions on transfer
            of funds and trade protection measures, including export duties and
            quotas and customs duties and tariffs);

      -     changes in legal or regulatory requirements;

      -     limitations on the repatriation of funds;

      -     difficulty in obtaining distribution and support;

      -     the laws and policies of the United States and other countries
            affecting trade, foreign investment and loans, and import or export
            licensing requirements;

      -     tax laws; and

      -     limitations on our ability under local laws to protect our
            intellectual property.

Because our international sales are denominated in U.S. dollars our products
could become less competitive in international markets if the value of the U.S.
dollar increases relative to foreign currencies. Moreover, we may be
competitively disadvantaged relative to our competitors located outside the
United States who may benefit from a devaluation of their local currency. We
cannot assure you that the factors described above will not have a material
adverse effect on our ability to increase or maintain our international sales.

OUR OPERATING RESULTS MAY BE NEGATIVELY AFFECTED BY SUBSTANTIAL QUARTERLY AND
ANNUAL FLUCTUATIONS AND MARKET DOWNTURNS.

Our revenues, earnings and other operating results have fluctuated in the past
and our revenues, earnings and other operating results may fluctuate in the
future. These fluctuations are due to a number of factors, many of which are
beyond our control. These factors include, among others:

      -     changes in end-user demand for the products (principally digital
            cellular handsets) manufactured and sold by our customers;

      -     the effects of competitive pricing pressures, including decreases in
            average selling prices of our products;

      -     production capacity levels and fluctuations in manufacturing yields;

      -     availability and cost of products from our suppliers;

      -     the gain or loss of significant customers;

      -     our ability to develop, introduce and market new products and
            technologies on a timely basis;

      -     new product and technology introductions by competitors;

      -     changes in the mix of products produced and sold;

      -     market acceptance of our products and our customers;

      -     intellectual property disputes;

      -     seasonal customer demand;

      -     the timing of receipt, reduction or cancellation of significant
            orders by customers; and

      -     the timing and extent of product development costs.

The foregoing factors are difficult to forecast, and these, as well as other
factors, could materially adversely affect our quarterly or annual operating
results. If our operating results fail to meet the expectations of analysts or
investors, it could materially and adversely affect the price of our common
stock.


                                       31

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                                       Skyworks Solutions, Inc. and Subsidiaries


OUR GALLIUM ARSENIDE SEMICONDUCTORS MAY NOT CONTINUE TO BE COMPETITIVE WITH
SILICON ALTERNATIVES.

We manufacture and sell gallium arsenide semiconductor devices and components,
principally power amplifiers and switches. The production of gallium arsenide
integrated circuits is more costly than the production of silicon circuits. As a
result, we must offer gallium arsenide products that provide superior
performance to that of silicon for specific applications to be competitive with
their respective silicon products. If we do not continue to offer products that
provide sufficiently superior performance to justify the cost differential, our
operating results may be materially and adversely affected. It is expected that
the costs of producing gallium arsenide integrated circuits will continue to
exceed the costs associated with the production of silicon circuits. The costs
differ because of higher costs of raw materials for gallium arsenide and higher
unit costs associated with smaller sized wafers and lower production volumes.
Silicon semiconductor technologies are widely-used process technologies for
certain integrated circuits and these technologies continue to improve in
performance. We cannot assure you that we will continue to identify products and
markets that require performance superior to that offered by silicon solutions.

WE MAY BE SUBJECT TO CLAIMS OF INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY
RIGHTS OR DEMANDS THAT WE LICENSE THIRD-PARTY TECHNOLOGY, WHICH COULD RESULT IN
SIGNIFICANT EXPENSE AND PREVENT US FROM USING OUR TECHNOLOGY.

The semiconductor industry is characterized by vigorous protection and pursuit
of intellectual property rights. From time to time, third parties have asserted
and may in the future assert patent, copyright, trademark and other intellectual
property rights to technologies that are important to our business and have
demanded and may in the future demand that we license their technology. At the
present time, we are in discussions with a third party who claims we are
infringing certain of their intellectual property rights.  The third party has
filed a complaint in this matter but has not yet served Skyworks with the
complaint. Although we believe that these claims are without merit, we are in
discussions with this party to avoid litigation. The third party has indicated
its willingness to resolve these claims without litigation if this third party
were to proceed with litigation, we are prepared to vigorously defend against
these claims. Moreover, we believe that the patent infringement claims that were
asserted would impact only a limited number of our RF IC product line which
presently accounts for less than 5% of our annualized revenues.

Any litigation to determine the validity of claims that our products infringe or
may infringe these rights, including claims arising from our contractual
indemnification of our customers, regardless of their merit or resolution, could
be costly and divert the efforts and attention of our management and technical
personnel. Regardless of the merits of any specific claim, we cannot assure you
that we would prevail in litigation because of the complex technical issues and
inherent uncertainties in intellectual property litigation. If litigation were
to result in an adverse ruling, we could be required to:

      -     pay substantial damages;

      -     cease the manufacture, import, use, sale or offer for sale of
            infringing products or processes;

      -     discontinue the use of infringing technology;

      -     expend significant resources to develop non-infringing technology;
            and

      -     license technology from the third party claiming infringement, which
            license may not be available on commercially reasonable terms.

IF WE ARE NOT SUCCESSFUL IN PROTECTING OUR INTELLECTUAL PROPERTY RIGHTS, IT MAY
HARM OUR ABILITY TO COMPETE.

We rely on patent, copyright, trademark, trade secret and other intellectual
property laws, as well as nondisclosure and confidentiality agreements and other
methods, to protect our proprietary technologies, devices, algorithms and
processes. In addition, we often incorporate the intellectual property of our
customers, suppliers or other third parties into our designs, and we have
obligations with respect to the non-use and non-disclosure of such third-party
intellectual property. In the future, it may be necessary to engage in
litigation or like activities to enforce our intellectual property rights, to
protect our trade secrets or to determine the validity and scope of proprietary
rights of others, including our customers. This could require us to expend
significant resources and to divert the efforts and attention of our management
and technical personnel from our business operations. We cannot assure you that:

      -     the steps we take to prevent misappropriation, infringement,
            dilution or other violation of our intellectual property or the
            intellectual property of our customers, suppliers or other third
            parties will be successful;

      -     any existing or future patents, copyrights, trademarks, trade
            secrets or other intellectual property rights will not be
            challenged, invalidated or circumvented; or

      -     any of the measures described above would provide meaningful
            protection.


                                       32

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


Despite these precautions, it may be possible for a third party to copy or
otherwise obtain and use our technology without authorization, develop similar
technology independently or design around our patents. If any of our patents
fails to protect our technology, it would make it easier for our competitors to
offer similar products, potentially resulting in loss of market share and price
erosion. In addition, effective patent, copyright, trademark and trade secret
protection may be unavailable or limited for certain technologies and in certain
foreign countries.

OUR SUCCESS DEPENDS, IN PART, ON OUR ABILITY TO EFFECT SUITABLE INVESTMENTS,
ALLIANCES AND ACQUISITIONS, AND WE MAY HAVE DIFFICULTY INTEGRATING COMPANIES WE
ACQUIRE. SKYWORKS' MERGER WITH THE WIRELESS BUSINESS OF CONEXANT PRESENTS SUCH
RISKS.

Although we intend to invest significant resources in internal research and
development activities, the complexity and rapidity of technological changes and
the significant expense of internal research and development make it impractical
for us to pursue development of all technological solutions on our own. On an
ongoing basis, we intend to review investment, alliance and acquisition
prospects that would complement our product offerings, augment our market
coverage or enhance our technological capabilities. However, we cannot assure
you that we will be able to identify and consummate suitable investment,
alliance or acquisition transactions in the future. Moreover, if we consummate
such transactions, they could result in:

      -     issuances of equity securities dilutive to our stockholders;

      -     large one-time write-offs;

      -     the incurrence of substantial debt and assumption of unknown
            liabilities;

      -     the potential loss of key employees from the acquired company;

      -     amortization expenses related to intangible assets; and

      -     the diversion of management's attention from other business
            concerns.

Additionally, in periods following an acquisition, we will be required to
evaluate goodwill and acquisition-related intangible assets for impairment. When
such assets are found to be impaired, they will be written down to estimated
fair value, with a charge against earnings.

Integrating acquired organizations and their products and services may be
difficult, expensive, time-consuming and a strain on our resources and our
relationship with employees and customers and ultimately may not be successful.

WE MAY BE RESPONSIBLE FOR PAYMENT OF A SUBSTANTIAL AMOUNT OF U.S. FEDERAL INCOME
AND OTHER TAXES UPON CERTAIN EVENTS.

In connection with Conexant's spin-off of its wireless business prior to the
Merger, Conexant sought and received a ruling from the Internal Revenue Service
to the effect that certain transactions related to and including the spin-off
qualified as a reorganization and as tax-free for U.S. federal income tax
purposes. While the tax ruling generally is binding on the Internal Revenue
Service, the continuing validity of the ruling is subject to certain factual
representations and assumptions. In connection with the Merger we entered into a
tax allocation agreement with Conexant that generally provides, among other
things, that we will be responsible for certain taxes imposed on various persons
(including Conexant) as a result of either:

      -     the failure of certain spin-off transactions to qualify as a
            reorganization for U.S. federal income tax purposes, or

      -     the failure of certain spin-off transactions to qualify as tax-free
            to Conexant for certain U.S. federal income tax purposes,

if such failure is attributable to certain actions or transactions by or in
respect of Skyworks (including our subsidiaries) or our stockholders, such as
the acquisition of stock of Skyworks by a third party at a time and in a manner
that would cause such failure. In addition, the tax allocation agreement
provides that we will be responsible for various other tax obligations and for
compliance with various representations, statements, and conditions made in the
course of obtaining the tax ruling referenced above and in connection with the
tax allocation agreement. Our obligations under the tax allocation agreement
have been limited by a letter agreement dated November 6, 2002 entered into in
connection with our debt refinancing with Conexant. Nevertheless, if we do not
carefully monitor our compliance with the requirements imposed as a result of
the spin-off and related transactions and our responsibilities under the tax
allocation agreement, we might inadvertently trigger an obligation to


                                       33

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


indemnify certain persons (including Conexant) pursuant to the tax allocation
agreement or other obligations under such agreement. In addition, our indemnity
obligations could discourage or prevent a third party from making a proposal to
acquire Skyworks.

If we were required to pay any of the taxes described above, the payment could
be very substantial and have a material adverse effect on our business,
financial condition, results of operations and cash flow.

In addition, it is expected that the interest payments we are required to make
on the $45 million principal amount of 15% convertible senior subordinated notes
due June 30, 2005 issued to Conexant will not be deductible for U.S. federal
income tax purposes. Our inability to offset our interest expense from these
obligations against other income may increase our tax liability currently and in
future years.

Further, the terms of the 15% convertible senior subordinated notes due June 30,
2005 issued to Conexant require us to pay the principal due at the maturity date
or upon certain acceleration events in a number of shares of our common stock
equal to the principal due at such time divided by the applicable conversion
price on such date. If the fair market value of our common stock on such date is
less than the applicable conversion price of such notes, we may recognize
cancellation of indebtedness income for federal income tax purposes equal to the
excess of the principal amount of such notes due at such time over the fair
market value of the common stock issued by us to satisfy our obligations under
the notes.

CERTAIN PROVISIONS IN OUR ORGANIZATIONAL DOCUMENTS AND DELAWARE LAW MAY MAKE IT
DIFFICULT FOR SOMEONE TO ACQUIRE CONTROL OF US.

We have certain anti-takeover measures that may affect our common stock. Our
certificate of incorporation, our by-laws and the Delaware General Corporation
Law contain several provisions that would make more difficult an acquisition of
control of us in a transaction not approved by our board of directors. Our
certificate of incorporation and by-laws include provisions such as:

      -     the division of our board of directors into three classes to be
            elected on a staggered basis, one class each year;

      -     the ability of our board of directors to issue shares of preferred
            stock in one or more series without further authorization of
            stockholders;

      -     a prohibition on stockholder action by written consent;

      -     elimination of the right of stockholders to call a special meeting
            of stockholders;

      -     a requirement that stockholders provide advance notice of any
            stockholder nominations of directors or any proposal of new business
            to be considered at any meeting of stockholders;

      -     a requirement that the affirmative vote of at least 66 2/3% of our
            shares be obtained to amend or repeal any provision of our by-laws
            or the provision of our certificate of incorporation relating to
            amendments to our by-laws;

      -     a requirement that the affirmative vote of at least 80% of our
            shares be obtained to amend or repeal the provisions of our
            certificate of incorporation relating to the election and removal of
            directors, the classified board or the right to act by written
            consent;

      -     a requirement that the affirmative vote of at least 80% of our
            shares be obtained for business combinations unless approved by a
            majority of the members of the board of directors and, in the event
            that the other party to the business combination is the beneficial
            owner of 5% or more of our shares, a majority of the members of
            board of directors in office prior to the time such other party
            became the beneficial owner of 5% or more of our shares;

      -     a fair price provision; and

      -     a requirement that the affirmative vote of at least 90% of our
            shares be obtained to amend or repeal the fair price provision.

In addition to the provisions in our certificate of incorporation and by-laws,
Section 203 of the Delaware General Corporation Law generally provides that a
corporation shall not engage in any business combination with any interested
stockholder during the three-year period following the time that such
stockholder becomes an interested stockholder, unless a majority of the
directors then in office approves either the business combination or the
transaction that results in the stockholder becoming an interested stockholder
or specified stockholder approval requirements are met.

WE MAY BE LIABLE FOR PENALTIES UNDER ENVIRONMENTAL LAWS, RULES AND REGULATIONS,
WHICH COULD ADVERSELY IMPACT OUR BUSINESS.

We have used, and will continue to use, a variety of chemicals and compounds in
manufacturing operations and have been and will continue to be subject to a wide
range of environmental protection regulations in the United States. While we
have not experienced any material adverse effect on our operations as a result
of such regulations, we cannot assure you that current or future regulations
would not have a material adverse effect on our business, financial condition
and results of operations. Environmental regulations often require parties to
fund remedial action regardless of fault. Consequently, it is often difficult to
estimate the future impact of environmental matters, including potential
liabilities. We cannot assure you that the amount of expense and capital
expenditures that might be required to satisfy environmental liabilities, to
complete remedial actions and to continue to comply with applicable
environmental laws will not have a material adverse effect on our business,
financial condition and results of operations.


                                       34

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


WE WILL ADOPT NEW ACCOUNTING POLICIES IN FISCAL 2003 THAT COULD NEGATIVELY
IMPACT OUR EARNINGS FOR THAT YEAR.

In our fiscal year 2003, which began on September 28, 2002, we must adopt SFAS
No. 142 "Goodwill and Other Intangible Assets." This policy will require us to
evaluate the goodwill and intangible assets with indefinite lives that we report
on our balance sheet for potential impairment using a fair value method. If we
determine that our goodwill and other intangible assets with indefinite lives
are impaired, we will be required to report non-cash charges to our earnings in
fiscal year 2003 in the amount of such impairment. At September 27, 2002, we
reported goodwill and intangible assets of $940,686,000. As a result, the
adoption of SFAS No. 142 may result in asset write-downs on our balance sheet
and significant non-cash charges to earnings in fiscal 2003. Management is
assessing the impact that adoption of SFAS 142 will have on our financial
statements.

OUR STOCK PRICE HAS BEEN VOLATILE AND MAY FLUCTUATE IN THE FUTURE.

The trading price of our common stock may fluctuate significantly. This price
may be influenced by many factors, including:

      -     our performance and prospects;

      -     the performance and prospects of our major customers;

      -     the depth and liquidity of the market for our common stock;

      -     investor perception of us and the industry in which we operate;

      -     changes in earnings estimates or buy/sell recommendations by
            analysts;

      -     general financial and other market conditions; and

      -     domestic and international economic conditions.

Public stock markets have experienced, and are currently experiencing, extreme
price and trading volume volatility, particularly in the technology sectors of
the market. This volatility has significantly affected the market prices of
securities of many technology companies for reasons frequently unrelated to or
disproportionately impacted by the operating performance of these companies.
These broad market fluctuations may adversely affect the market price of our
common stock.

In addition, fluctuations in our stock price and our price-to-earnings multiple
may have made our stock attractive to momentum, hedge or day-trading investors
who often shift funds into and out of stocks rapidly, exacerbating price
fluctuations in either direction particularly when viewed on a quarterly basis.

OUR DEBT SERVICE OBLIGATIONS MAY ADVERSELY AFFECT OUR CASH FLOW.

For so long as the 4.75 percent convertible subordinated notes we issued in a
private placement in November 2002 remain outstanding, we will have debt service
obligations on the notes of approximately $10,925,000 per year in interest
payments. In addition, we have extended the maturity of certain outstanding debt
under a financing agreement with Conexant, as amended, which bears interest at a
rate of 15% per year. If we issue other debt securities in the future, our debt
service obligations will increase. If we are unable to generate sufficient cash
to meet these obligations and must instead use our existing cash or investments,
we may have to reduce or curtail other activities of our business.

We intend to fulfill our debt service obligations from cash generated by our
operations, if any, and from our existing cash and investments. If necessary,
among other alternatives, we may add lease lines of credit to finance capital
expenditures and we may obtain other long-term debt, lines of credit and other
financing.

Our indebtedness could have significant negative consequences, including:

      -     increasing our vulnerability to general adverse economic and
            industry conditions;

      -     limiting our ability to obtain additional financing;

      -     requiring the dedication of a substantial portion of any cash flow
            from operations to service our indebtedness, thereby reducing the
            amount of cash flow available for other purposes, including capital
            expenditures;


                                       35

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


      -     limiting our flexibility in planning for, or reacting to, changes in
            our business and the industry in which we compete; and

      -     placing us at a possible competitive disadvantage to less leveraged
            competitors and competitors that have better access to capital
            resources.


I
TEM 7A           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our financial instruments include cash and cash equivalents, short-term debt and
long-term debt. Our main investment objective is the preservation of investment
capital. Consequently, we invest with only high-credit-quality issuers and we
limit the amount of our credit exposure to any one issuer. We do not use
derivative instruments for speculative or investment purposes.

Our cash and cash equivalents are not subject to significant interest rate risk
due to the short maturities of these instruments. As of September 27, 2002, the
carrying value of our cash and cash equivalents approximates fair value.

Our long-term debt consists of a ten-year $960,000 loan from the State of
Maryland under the Community Development Block Grant program. Quarterly payments
are due through December 2003 and represent principal plus interest at 5% of the
unamortized balance. Our short-term debt on September 27, 2002 consists of the
current portion of this loan. In addition, because we refinanced the note
payable to Conexant for the acquisition of the Mexicali Operations and our loan
facility with Conexant, the principal amount of $180 million was classified as
long-term debt on September 27, 2002. We do not believe that we have significant
cash flow exposure on our short-term or long-term debt.


                                       36

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries



ITEM 8            FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      The following consolidated financial statements of the Company for the
      fiscal year ended September 30, 2002 are included herewith:


<TABLE>
<S>                                                                      <C>
      (1) Independent Auditors' Reports...............................   Pages 38 through 39

      (2) Consolidated Balance Sheets at September 30, 2002, 
          2001 and 2000...............................................   Page 40

      (3) Consolidated Statement of Operations for the Years
          Ended September 30, 2002, 2001 and 2000.....................   Page 41

      (4) Consolidated Statements of Stockholders' Equity for the
          Years Ended September 30, 2002, 2001 and 2000...............   Page 42

      (5) Consolidated Statements of Cash Flows for the Years
          Ended September 30, 2002, 2001 and 2000.....................   Page 43

      (6) Notes to Consolidated Financial Statements..................   Pages 44 through 65
</TABLE>



                                       37

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries



                          Independent Auditors' Report

The Board of Directors and Stockholders
Skyworks Solutions, Inc.:

We have audited the accompanying consolidated balance sheet of Skyworks
Solutions, Inc. and subsidiaries as of September 30, 2002 and the related
consolidated statement of operations, stockholders' equity and cash flows for
the year then ended. We have also audited the financial statement schedule for
the year ended September 30, 2002. These consolidated financial statements and
financial statement schedule are the responsibility of the Company's management.
Our responsibility is to express an opinion on these consolidated financial
statements and financial statement schedule based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Skyworks Solutions,
Inc. and subsidiaries at September 30, 2002, and the results of their operations
and their cash flows for the year ended September 30, 2002 in conformity with
accounting principles generally accepted in the United States of America. Also,
in our opinion, the related financial statement schedule for the year ended
September 30, 2002, when considered in relation to the basic consolidated
financial statements taken as a whole, presents fairly, in all material
respects, the information set forth therein.

KPMG LLP
Boston, Massachusetts
November 15, 2002



                                       38

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries



                          Independent Auditors' Report

The Board of Directors and Stockholders
Skyworks Solutions, Inc.:

     We have audited the accompanying consolidated balance sheet of Skyworks
Solutions, Inc. and subsidiaries (formerly the combined balance sheet of the
Washington Business and the Mexicali Operations of Conexant Systems, Inc.) as of
September 30, 2001, and the related consolidated statements of operations,
stockholders' equity (formerly Conexant's net investment and comprehensive
income), and cash flows for the years ended September 30, 2000 and 2001. Our
audits also included the financial statement schedule listed in the Index at

Item 15 for the years ended September 30, 2000 and 2001. These financial
statements and the financial statement schedule are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements and the financial statements schedule based on our audits.

     We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes addressing the accounting principles used and
significant estimates made by the management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

     In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Skyworks Solutions, Inc. and
subsidiaries (formerly the Washington Business and the Mexicali Operations of
Conexant Systems, Inc.) at September 30, 2001, and the results of their
operations and their cash flows for the years ended September 30, 2000 and
2001, in conformity with accounting principles generally accepted in the United
States of America. Also, in our opinion, such financial statement schedule when
considered in relation to the basic financial statements taken as a whole
presents fairly, in all material respects, the information set forth therein.

      DELOITTE & TOUCHE LLP

      Costa Mesa, California
      February 14, 2002






                                       39




<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)


<TABLE>
<CAPTION>
                                                                                              SEPTEMBER 30,
                                     ASSETS                                               2002             2001
                                                                                      -----------      -----------
<S>                                                                                   <C>              <C>
CURRENT ASSETS:
  Cash and cash equivalents .....................................................     $    53,358      $     1,998
  Receivables, net of allowance for doubtful accounts of
     $1,324 and $3,206 ..........................................................          94,425           40,754
  Inventories ...................................................................          55,643           37,383
  Other current assets ..........................................................          23,970            3,225
                                                                                      -----------      -----------
          Total current assets ..................................................         227,396           83,360
Property, plant and equipment, less accumulated depreciation and amortization
   of $305,709 and $284,879 .....................................................         143,773          169,547
Goodwill and intangible assets, less accumulated amortization of $915 and $20,594         940,686           57,606
Deferred tax asset ..............................................................          22,487               --
Other assets ....................................................................          12,570            3,774
                                                                                      -----------      -----------
          Total assets ..........................................................     $ 1,346,912      $   314,287
                                                                                      ===========      ===========

                    LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Current maturities of long-term debt ..........................................     $       129      $        --
  Accounts payable ..............................................................          45,350            2,653
  Accrued compensation and benefits .............................................          17,585           12,363
  Other current liabilities .....................................................          84,563            7,804
                                                                                      -----------      -----------
          Total current liabilities .............................................         147,627           22,820
Long-term debt, less current maturities .........................................         180,039               --
Long-term liabilities ...........................................................           4,270            3,806
                                                                                      -----------      -----------
          Total liabilities .....................................................         331,936           26,626

Commitments and contingencies ...................................................              --               --

STOCKHOLDERS' EQUITY:
Preferred stock, no par value: 25,000 authorized; no shares issued ..............              --               --
Common stock, $0.25 par value: 525,000 shares authorized; 137,589 shares issued
   and outstanding at September 30, 2002.........................................          34,397               --
Additional paid-in capital ......................................................       1,150,856               --
Accumulated deficit .............................................................        (170,193)              --
Unearned compensation, net of accumulated amortization of $53 ...................             (84)              --
Conexant's net investment .......................................................              --          287,661
                                                                                      -----------      -----------
          Total stockholders' equity ............................................       1,014,976          287,661
                                                                                      -----------      -----------
          Total liabilities and stockholders' equity ............................     $ 1,346,912      $   314,287
                                                                                      ===========      ===========
</TABLE>


The accompanying notes are an integral part of these consolidated financial 
statements.


                                       40

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)


<TABLE>
<CAPTION>
                                                                   YEARS ENDED SEPTEMBER 30,
                                                              2002           2001           2000
                                                            ---------      ---------      ---------
<S>                                                         <C>            <C>            <C>
Net revenues:
  Third parties .......................................     $ 418,344      $ 215,502      $ 312,983
  Conexant ............................................        39,425         44,949         65,433
                                                            ---------      ---------      ---------
          Total net revenues ..........................       457,769        260,451        378,416
                                                            ---------      ---------      ---------
Cost of goods sold:
  Third parties .......................................       294,149        268,749        207,450
  Conexant ............................................        37,459         42,754         62,720
                                                            ---------      ---------      ---------
          Total cost of goods sold ....................       331,608        311,503        270,170
                                                            ---------      ---------      ---------
Gross margin ..........................................       126,161        (51,052)       108,246
Operating expenses:
  Research and development ............................       132,603        111,053         91,616
  Selling, general and administrative .................        50,178         51,267         52,422
  Amortization of intangible assets ...................        12,929         15,267          5,327
  Purchased in-process research and development .......        65,500             --         24,362
  Special charges .....................................       116,321         88,876             --
                                                            ---------      ---------      ---------
          Total operating expenses ....................       377,531        266,463        173,727
                                                            ---------      ---------      ---------
Operating loss ........................................      (251,370)      (317,515)       (65,481)
Interest expense ......................................        (4,227)            --             --
Other income (expense), net ...........................           (56)           210            142
                                                            ---------      ---------      ---------
Loss before income taxes ..............................      (255,653)      (317,305)       (65,339)
Provision (benefit) for income taxes ..................       (19,589)         1,619          1,140
                                                            ---------      ---------      ---------
Net loss ..............................................     $(236,064)     $(318,924)     $ (66,479)
                                                            =========      =========      =========

Pro forma net loss per share, basic and diluted 
(unaudited) (1) .......................................     $   (1.72)
                                                            =========

Pro forma number of weighted-average shares used in per
share computation (unaudited) (1) .....................       137,416
                                                            =========
</TABLE>



(1) See Note 2 to the consolidated financial statements

The accompanying notes are an integral part of these consolidated financial
statements.


                                       41

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands)


<TABLE>
<CAPTION>
                                                                                           ACCUMULATED
                                                                                             OTHER                 
                                            COMMON STOCK         ADDITIONAL  CONEXANT'S   COMPREHENSIVE            
                                                                  PAID-IN       NET          INCOME       ACCUMULATED    UNEARNED
                                          SHARES  PAR VALUE       CAPITAL    INVESTMENT      (LOSS)        DEFICIT     COMPENSATION
                                          ------  ---------       -------    ----------      ------        --------    ------------
<S>                                      <C>      <C>          <C>           <C>            <C>          <C>           <C>  
Balance at September 30, 1999                 --         --             --      275,746         (178)             --          --

Net loss                                      --         --             --      (66,479)          --              --          --
Foreign currency translation
  adjustment                                  --         --             --           --          126              --          --
Contribution of business acquired by
  Conexant                                    --         --             --      108,495           --              --          --
Net transfers from Conexant                   --         --             --      148,706           --              --          --
                                         -------    -------    -----------     --------     --------       ---------       -----
Balance at September 30, 2000                 --         --             --      466,468          (52)             --          --

Net loss                                      --         --             --     (318,924)          --              --          --
Foreign currency translation
  adjustment                                  --         --             --           --         (232)             --          --
Contribution of additional assets
  related to business acquired                --         --             --        2,058           --              --          --
Net transfers from Conexant                   --         --             --      138,343           --              --          --
                                         -------    -------    -----------     --------     --------       ---------       -----
Balance at September 30, 2001                 --         --             --      287,945         (284)             --          --
Net loss                                      --         --             --      (66,280)          --        (170,193)         --
Foreign currency translation
  adjustment                                  --         --             --           --          409              --          --
Net transfers from Conexant                   --         --             --       50,404           --              --          --
Dividend (1)                                  --         --             --     (204,716)          --              --          --
Recapitalization as a result of
  purchase accounting under a reverse
  acquisition                            137,368     34,342      1,149,965      (67,353)        (125)             --        (137)
Issuance of common shares to
  401(k) plan                                129         31            513           --           --              --          --
Exercise of stock options                     26          7             35           --           --              --          --
Employee stock purchase plan                  66         17            313           --           --              --          --
Amortization of unearned compensation         --         --             --           --           --              --          53
Compensation expense                          --         --             30           --           --              --          --
                                         -------    -------    -----------     --------     --------       ---------       -----
Balance at September 30, 2002            137,589    $34,397    $ 1,150,856     $     --     $     --       $(170,193)      $ (84)
                                         =======    =======    ===========     ========     ========       =========       =====
</TABLE>



(1)   The dividend to Conexant represents the payment for the Mexicali
      operations ($150 million), the net assets retained by Conexant in
      connection with the spin-off, primarily accounts receivable net of
      accounts payable, and the assumption of certain Conexant liabilities by
      the Company.

The accompanying notes are an integral part of these consolidated financial
statements.


                                       42

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)


<TABLE>
<CAPTION>
                                                                           YEARS ENDED SEPTEMBER 30,
                                                                        2002             2001             2000
                                                                 -----------      -----------      -----------
<S>                                                              <C>              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ...................................................     $  (236,064)     $  (318,924)     $   (66,479)
Adjustments to reconcile net loss to net cash used in
  operating activities:
     Depreciation ..........................................          47,695           58,708           61,710
     Amortization of intangible assets .....................          12,878           15,267            5,327
     Amortization of deferred compensation .................              53               --               --
     Contribution of common shares to Savings and 
      Retirement Plan ......................................             874               --               --
     Compensation expense ..................................              30               --               --
     Deferred income taxes .................................         (23,117)              --               --
     Provision for (recoveries of) losses on accounts
      Receivable ...........................................          (1,178)            (468)           3,538
     In-process research and development charge ............          65,500               --           24,362
     Inventory provisions ..................................           2,704           60,978            3,132
     Asset impairments .....................................         111,817           86,209               --
     Loss on sale of assets ................................             209               80                4
  Changes in assets and liabilities net of acquisition:
     Receivables ...........................................         (84,924)          27,276          (39,846)
     Inventories ...........................................          (4,413)          (8,378)         (65,150)
     Accounts payable ......................................          36,635           (2,547)           1,961
     Accrued expenses and other current liabilities ........         (19,471)          (6,003)          14,210
     Other .................................................          (8,322)          (1,604)           3,401
                                                                 -----------      -----------      -----------
       Net cash used in operating activities ...............         (99,094)         (89,406)         (53,830)
                                                                 -----------      -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures .......................................         (29,412)         (51,118)        (100,424)
Cash and cash equivalents of acquired business .............          67,102               --            7,655
Sale of short-term investments .............................          35,422               --               --
Dividend to Conexant .......................................          (3,070)              --               --
                                                                 -----------      -----------      -----------
       Net cash provided by (used in) investing activities .          70,042          (51,118)         (92,769)
                                                                 -----------      -----------      -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Net transfers from Conexant ................................          50,404          138,343          148,706
Short-term note to Conexant ................................          30,000               --               --
Payments on notes payable ..................................             (34)              --               --
Exercise of stock options ..................................              42               --               --
                                                                 -----------      -----------      -----------
      Net cash provided by financing activities ............          80,412          138,343          148,706
                                                                 -----------      -----------      -----------

Net increase (decrease) in cash and cash equivalents .......          51,360           (2,181)           2,107
Cash and cash equivalents at beginning of period ...........           1,998            4,179            2,072
                                                                 -----------      -----------      -----------
Cash and cash equivalents at end of period .................     $    53,358      $     1,998      $     4,179
                                                                 ===========      ===========      ===========

Supplemental disclosure of non-cash activities:
Acquisition of Alpha Industries, Inc. ......................     $ 1,183,105      $        --      $        --
                                                                 ===========      ===========      ===========
Dividend to Conexant .......................................     $   201,646      $        --      $        --
                                                                 ===========      ===========      ===========
Supplemental cash flow disclosures:
Taxes paid .................................................     $       832      $        --      $        --
                                                                 ===========      ===========      ===========
Interest paid ..............................................     $       323      $        --      $        --
                                                                 ===========      ===========      ===========
</TABLE>


The accompanying notes are an integral part of these consolidated financial
statements.


                                       43

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1            DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

      On December 16, 2001, Alpha Industries, Inc. ("Alpha"), Conexant Systems,
      Inc. ("Conexant") and Washington Sub, Inc. ("Washington"), a wholly owned
      subsidiary of Conexant, entered into a definitive agreement providing for
      the combination of Conexant's wireless business with Alpha. Under the
      terms of the agreement, Conexant would spin off its wireless business into
      Washington, including its gallium arsenide wafer fabrication facility
      located in Newbury Park, California, but excluding certain assets and
      liabilities, to be followed immediately by a merger (the "Merger") of this
      wireless business into Alpha with Alpha as the surviving entity in the
      merger. This merger was completed on June 25, 2002. Following the merger,
      Alpha changed its corporate name to Skyworks Solutions, Inc (the
      "Company", "Skyworks").

      Immediately following completion of the Merger, the Company purchased
      Conexant's semiconductor assembly, module manufacturing and test facility
      located in Mexicali, Mexico, and certain related operations ("Mexicali
      Operations") for $150 million. For financial accounting purposes, the sale
      of the Mexicali Operations by Conexant to Skyworks Solutions was treated
      as if Conexant had contributed the Mexicali Operations to Washington as
      part of the spin-off, and the $150 million purchase price was treated as a
      return of capital to Conexant. The accompanying consolidated financial
      statements include the assets, liabilities, operating results and cash
      flows of the Washington business and the Mexicali Operations for all
      periods presented, and the results of operations of Alpha from June 25,
      2002, the date of acquisition. For purposes of these combined financial
      statements, the Washington business and the Mexicali Operations are
      collectively referred to as Washington/Mexicali.

      The Merger has been accounted for as a reverse acquisition whereby
      Washington was treated as the acquirer and Alpha as the acquiree,
      primarily because Conexant shareholders owned a majority, approximately 67
      percent, of the Company upon completion of the merger. Under a reverse
      acquisition, the purchase price of Alpha was based upon the fair market
      value of Alpha common stock for a reasonable period of time before and
      after the announcement date of the Merger and the fair value of Alpha
      stock options. The purchase price of Alpha was allocated to the assets
      acquired and liabilities assumed by Washington, as the acquiring company
      for accounting purposes, based upon their estimated fair market value at
      the acquisition date. Because the Merger was accounted for as a purchase
      of Alpha, the historical financial statements of Washington/ Mexicali
      became the historical financial statements of the Company after the
      Merger. Since the historical financial statements of the Company after the
      Merger do not include the historical financial results of Alpha for
      periods prior to June 25, 2002, the financial statements may not be
      indicative of future results of operations or the historical results that
      would have resulted if the Merger had occurred at the beginning of a
      historical financial period.

      The Company is a leading wireless semiconductor company focused on
      providing front-end modules, radio frequency (RF) subsystems,
      semiconductor components and complete system solutions to wireless handset
      and infrastructure customers worldwide. The Company offers a comprehensive
      family of components and RF subsystems, and also provides complete
      antenna-to-microphone semiconductor solutions that support advanced 2.5G
      and 3G services.

      Basis of Presentation:

      The combined financial statements prior to the Merger were prepared using
      Conexant's historical basis in the assets and liabilities and the
      historical operating results of Washington/Mexicali during each respective
      period. The Company believes the assumptions underlying the financial
      statements are reasonable. However, we cannot assure you that the
      financial information included herein reflects the combined assets,
      liabilities, operating results and cash flows of the Company in the future
      or what they would have been had Washington/Mexicali been a separate
      stand-alone entity and independent of Conexant during the periods
      presented.

      Under purchase accounting, the operating results of the acquirer
      (Washington/Mexicali) are included for all periods being presented,
      whereas the operating results of the acquiree (Alpha) are included only
      after the date of acquisition (June 25, 2002) through the end of the
      period. Therefore, the historical financial information included herein
      does not necessarily reflect the combined assets, liabilities, operating
      results and cash flows of the Company in the future.

      Conexant used a centralized approach to cash management and the financing
      of its operations. Cash deposits from Washington/Mexicali were transferred
      to Conexant on a regular basis and were netted against Conexant's net


                                       44

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


      investment. As a result, none of Conexant's cash, cash equivalents,
      marketable securities or debt was allocated to Washington/Mexicali in the
      financial statements. Cash and cash equivalents in the financial
      statements, prior to the acquisition, represented amounts held by certain
      foreign operations of Washington/Mexicali. Changes in equity represented
      funding from Conexant for working capital and capital expenditure
      requirements after giving effect to Washington/ Mexicali's transfers to
      and from Conexant for its cash flows from operations through June 25,
      2002.

      Historically, Conexant provided financing for Washington/Mexicali and
      incurred debt at the parent level. The financial statements of
      Washington/Mexicali did not include an allocation of Conexant's debt or
      the related interest expense. Therefore, the financial statements do not
      necessarily reflect the financial position and results of operations of
      Washington/ Mexicali had it been an independent company as of the dates,
      and for the periods, presented.

      The financial statements also include allocations of certain Conexant
      operating expenses for research and development, legal, accounting,
      treasury, human resources, real estate, information systems, distribution,
      customer service, sales, marketing, engineering and other corporate
      services provided by Conexant, including executive salaries and other
      costs. The operating expense allocations have been determined on bases
      that management considered to be reasonable reflections of the utilization
      of services provided to, or the benefit received by, Washington/Mexicali.
      Management believes that the expenses allocated to Washington/Mexicali are
      representative of the operating expenses that would have been incurred had
      Washington/Mexicali operated as an independent company.

      After the spin-off and the Merger, the Company is performing these
      functions using its own resources or purchased services, including
      services obtained from Conexant pursuant to a transition services
      agreement which expires on December 31, 2002 unless extended by mutual
      agreement.

NOTE 2            SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation:

      The financial statements include the accounts of the Company and its
      subsidiaries. All significant intercompany accounts and transactions have
      been eliminated in consolidation.

Fiscal Year:

      The Company's fiscal year ends on the Friday closest to September 30.
      Fiscal years 2002, 2001 and 2000 each comprised 52 weeks and ended on
      September 27, September 28 and September 29, respectively. For
      convenience, the consolidated financial statements have been shown as
      ending on the last day of the calendar month.

Use of Estimates:

      The preparation of consolidated financial statements in conformity with
      accounting principles generally accepted in the United States of America
      requires management to make estimates and assumptions that affect the
      amounts reported in the combined financial statements and accompanying
      notes. Among the significant estimates affecting the financial statements
      are those related to inventories, long-lived assets and income taxes. On
      an ongoing basis, management reviews its estimates based upon currently
      available information. Actual results could differ materially from those
      estimates.

      The combined financial statements have been prepared using Conexant's
      historical basis in the assets and liabilities and the historical
      operating results of Washington/Mexicali during each respective period.
      The Company believes the assumptions underlying the financial statements
      are reasonable. However, we cannot assure you that the financial
      information included herein reflects the combined assets, liabilities,
      operating results and cash flows of the Company in the future or what they
      would have been had Washington/Mexicali been a separate stand-alone entity
      and independent of Conexant during the periods presented.

Revenue Recognition:

      Revenues from product sales are recognized upon shipment and transfer of
      title, in accordance with the shipping terms specified in the arrangement
      with the customer. Revenue recognition is deferred in all instances where
      the earnings process is incomplete. Certain product sales are made to
      electronic component distributors under agreements allowing for price
      protection and/or a right of return on unsold products. A reserve for
      sales returns and allowances for non-distributor customers is recorded
      based on historical experience or specific identification of an event
      necessitating a reserve. Development revenue is recognized when services
      are performed and was not significant for any of the periods presented.


                                       45

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


Research and Development Expenditures:

      Research and development costs are expensed as incurred.

Cash and Cash Equivalents:

      Cash and cash equivalents include cash deposited in demand deposits at
      banks and highly liquid investments with original maturities of 90 days or
      less.

Bad Debt:

      The Company maintains allowances for doubtful accounts for estimated
      losses resulting from the inability of its customers to make required
      payments. If the financial condition of the Company's customers were to
      deteriorate, resulting in an impairment of their ability to make future
      payments, additional allowances may be required.

Inventories:

      Inventories are stated at the lower of cost, determined on a first-in,
      first-out basis, or market. The Company provides for estimated
      obsolescence or unmarketable inventory based upon assumptions about future
      demand and market conditions. The recoverability of inventories is
      assessed through an on-going review of inventory levels in relation to
      sales backlog and forecasts, product marketing plans and product life
      cycles. When the inventory on hand exceeds the foreseeable demand
      (generally over six months), the value of such inventory that is not
      expected to be sold at the time of the review is written down. The amount
      of the write-down is the excess of historical cost over estimated
      realizable value (generally zero). Once established, these write-downs are
      considered permanent adjustments to the cost basis of the excess
      inventory. If actual demand and market conditions are less favorable than
      those projected by management, additional inventory write downs may be
      required.

Property, Plant and Equipment:

      Property, plant and equipment are carried at cost. Depreciation is
      calculated using the straight-line method for financial reporting and
      accelerated methods for tax purposes. Significant renewals and betterments
      are capitalized and replaced units are written off. Maintenance and
      repairs, as well as renewals of a minor amount, are expensed as incurred.

      Estimated useful lives used for depreciation purposes are 5 to 30 years
      for buildings and improvements and 3 to 10 years for machinery and
      equipment. Leasehold improvements are depreciated over the life of the
      associated lease.

Goodwill and Intangible Assets:

      Goodwill and intangible assets are principally the result of the Merger
      with Washington/Mexicali completed on June 25, 2002 and a business
      acquisition completed in fiscal 2000. The Company adopted the provisions
      of Statement of Financial Accounting Standards (SFAS) No. 141, Business
      Combinations as of July 1, 2001. Goodwill and intangible assets determined
      to have an indefinite useful life acquired in a purchase business
      combination completed after June 30, 2001, but before SFAS No. 142,
      Goodwill and Other Intangible Assets, is adopted in full, are not
      amortized. Goodwill and intangible assets acquired in business
      combinations completed before July 1, 2001 continued to be amortized.
      Business acquisitions are accounted for by assigning the purchase price to
      tangible and intangible assets and liabilities, including purchased
      in-process research and development (IPRD) projects, which have not yet
      reached technological feasibility and have no alternative future use.
      Assets acquired and liabilities assumed are recorded at their estimated
      fair values; the excess of the purchase price over the net assets acquired
      is recorded as goodwill. The value of IPRD is immediately charged to
      expense upon completion of the acquisition. Developed technology, customer
      relationships and other intangibles are amortized on a straight-line basis
      over their estimated useful lives (principally 10 years).

Income Taxes:

      The Company uses the asset and liability method of accounting for income
      taxes. Under the asset and liability method, deferred tax assets and
      liabilities are recognized for the estimated future tax consequences
      attributable to differences between the financial statement carrying
      amounts of existing assets and liabilities and their respective tax bases.
      This method also requires the recognition of future tax benefits such as
      net operating loss carryforwards, to the extent that realization of such
      benefits is more likely than not. Deferred tax assets and liabilities are
      measured using enacted tax rates expected to apply to taxable income in
      the years in which those temporary differences are expected to be
      recovered or settled. The effect on deferred tax assets and liabilities of
      a change in tax rates is recognized in income in the period that includes
      the enactment date.

      The carrying value of the Company's net deferred tax assets assumes that
      the Company will be able to generate sufficient future taxable income in
      certain tax jurisdictions, based on estimates and assumptions. If these
      estimates and related assumptions change in the future, the Company may be
      required to record additional valuation allowances against its deferred
      tax assets resulting in additional income tax expense in the Company's
      consolidated statement of operations. Management evaluates the
      realizability of the deferred tax assets and assesses the adequacy of the
      valuation allowance quarterly. Likewise, in the event that the Company was
      to determine that it would be able to realize its deferred tax assets in
      the future in excess of its net recorded amount, an adjustment to the
      deferred tax assets would increase income or decrease the carrying value
      of goodwill in the period such determination was made.

Concentrations:


                                       46

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


      Financial instruments that potentially subject the Company to
      concentration of credit risk consist principally of trade accounts
      receivable. Trade receivables are primarily derived from sales to
      manufacturers of communications and consumer products. Ongoing credit
      evaluations of customers' financial condition are performed and
      collateral, such as letters of credit and bank guarantees, are required
      whenever deemed necessary. The following customers accounted for 10% or
      more of trade receivables from customers other than Conexant:


<TABLE>
<CAPTION>
                                                            SEPTEMBER 30,
                                                        2002             2001
                                                       ------           ------
<S>                                                    <C>              <C>
                  Samsung Electronics Co.......          27%              63%
                  Motorola, Inc................          --               13%
</TABLE>


The following customers accounted for 10% or more of net revenues from customers
other than Conexant:


<TABLE>
<CAPTION>
                                                      YEARS ENDED SEPTEMBER 30,
                                                     2002       2001       2000
                                                    ------     ------     ------
<S>                                                 <C>        <C>        <C>
                  Samsung Electronics Co.......       38%        44%        28%
                  Motorola, Inc................       12%                   --
                  Nokia Corporation............       --         12%
                  Ericsson.....................       --         --         18%
                  LG Electronics...............                  --         10%
</TABLE>


The foregoing percentages are based on sales representing Washington/Mexicali
sales for the full fiscal year during 2002, 2001 and 2000 and including sales of
Skyworks for the post-Merger period from June 26, 2002 through the end of the
fiscal year.

Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of:

      The Company accounts for impairment of long-lived assets in accordance
      with SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and
      for Long-Lived Assets to be Disposed of." This statement requires that
      long-lived assets, goodwill and certain identifiable intangibles be
      reviewed for impairment whenever events or changes in circumstances
      indicate that the carrying amount of an asset may not be recoverable.
      Recoverability of assets to be held and used is measured by a comparison
      of the carrying amount of an asset to undiscounted future net cash flows
      expected to be generated by the asset. If such assets are considered to be
      impaired, the impairment to be recognized is measured by the amount by
      which the carrying amount of the assets exceeds the fair value of the
      assets. Assets to be disposed of are reported at the lower of the carrying
      amount or fair value less costs to sell.

Product Warranties:

      Warranties are offered on the sale of certain products and an accrual is
      recorded for estimated claims at the time of the sale. Such accruals are
      based on historical experience and management's estimate of future claims.

Foreign Currency Translation and Remeasurement:

      The foreign operations of the Company are subject to exchange rate
      fluctuations and foreign currency transaction costs. The functional
      currency for our foreign operations is the U.S. dollar. Inventories,
      property, plant and equipment; goodwill and intangible assets; costs of
      goods sold; and depreciation and amortization are remeasured from the
      foreign currency into U.S. dollars at historical exchange rates; other
      accounts are translated at current exchange rates. Gains and losses
      resulting from these remeasurements are included in income. Gains and
      losses resulting from foreign currency transactions are recognized
      currently in income.

Stock Option Plans:

      The Company accounts for its stock-based compensation under the provisions
      of Accounting Principles Board Opinion No. 25, "Accounting for Stock
      Issued to Employees" and related interpretations and provides disclosure
      related to its stock-based compensation under the provisions of SFAS No.
      123, "Accounting for Stock-Based Compensation."

Earnings Per Share:


                                       47

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


      Prior to the Merger with Alpha Industries, Inc., Conexant's wireless
      business had no separate capitalization, therefore a calculation cannot
      be performed for weighted average shares outstanding to then calculate
      earnings per share. Pro forma basic earnings per share is calculated by
      dividing net income (loss) by the assumed pro forma weighted average
      number of common shares outstanding in fiscal 2002. Pro forma weighted
      average number of shares outstanding is calculated assuming the Merger
      had been  consummated at the beginning of fiscal 2002. Pro forma diluted
      earnings per share includes the dilutive effect of stock options, if
      their effect is dilutive, using the treasury stock method. Options to
      purchase approximately 31.3 million shares were outstanding but not
      included in the computation of diluted earnings per share as the net loss
      for the fiscal year ended September 30, 2002 would have made their effect
      anti-dilutive.

Comprehensive (Loss) Income:

      The Company accounts for comprehensive (loss) income in accordance with
      the provisions of SFAS No. 130, "Reporting Comprehensive Income." SFAS No.
      130 is a financial statement presentation standard, which requires the
      Company to disclose non-owner changes included in equity but not included
      in net income or loss. Comprehensive loss presented in the combined
      financial statements of Conexant's net investment consists of
      Washington/Mexicali's net loss and foreign currency translation
      adjustments prior to the Merger. The foreign currency translation
      adjustments are not recorded net of any tax effect, as management does not
      expect to incur any tax liability or benefit related thereto. Accumulated
      other comprehensive loss, prior to the Merger, is included in Conexant's
      net investment in the combined balance sheets.

Supplemental Cash Flow Information:

      Conexant made all income tax payments, prior to the Merger, on behalf of
      the Washington/Mexicali business.

Recent Accounting Pronouncements:

      In July 2001, the Financial Accounting Standards Board (FASB) issued
      Statements No. 141, "Business Combinations" (SFAS No. 141), and No. 142,
      "Goodwill and Other Intangibles" (SFAS No. 142). SFAS No. 141 requires the
      use of the purchase method of accounting and eliminates the use of the
      pooling-of-interest method of accounting for business combinations. SFAS
      No. 141 also requires that the Company recognize acquired intangible
      assets apart from goodwill if the acquired intangible assets meet certain
      criteria. SFAS No. 141 applies to all business combinations initiated
      after June 30, 2001 and for purchase business combinations completed on or
      after July 1, 2001. The Company has adopted the provisions of SFAS No.
      141. Upon adoption of SFAS No. 142, the Company is required to evaluate
      its existing intangible assets and goodwill that were acquired in purchase
      business combinations, and to make any necessary reclassifications in
      order to conform with the new classification criteria in SFAS No. 141 for
      recognition separate from goodwill. The Company will be required to
      reassess the useful lives and residual values of all intangible assets
      acquired, and make any necessary amortization period adjustments by the
      end of the first interim period after adoption. If an intangible asset is
      identified as having an indefinite useful life, the Company will be
      required to test the intangible asset for impairment in accordance with
      the provisions of SFAS No. 142 within the first interim period. Impairment
      is measured as the excess of carrying value over the fair value of an
      intangible asset with an indefinite life. Any impairment loss will be
      measured as of the date of adoption and recognized as the cumulative
      effect of a change in accounting principle in the first interim period.

      In connection with SFAS No. 142's transitional goodwill impairment
      evaluation, the Statement requires the Company to perform an assessment of
      whether there is an indication that goodwill is impaired as of the date of
      adoption. To accomplish this, the Company must identify its reporting
      units and determine the carrying value of each reporting unit by assigning
      the assets and liabilities, including the existing goodwill and intangible
      assets, to those reporting units as of October 1, 2002. The Company will
      then have up to six months from October 1, 2002 to determine the fair
      value of each reporting unit and compare it to the carrying amount of the
      reporting unit. To the extent the carrying amount of a reporting unit
      exceeds the fair value of the reporting unit, an indication exists that
      the reporting unit goodwill may be impaired and the Company must perform
      the second step of the transitional impairment test. The second step is
      required to be completed as soon as possible, but no later than the end of
      the year of adoption. In the second step, the Company must compare the
      implied fair value of the reporting unit goodwill with the carrying amount
      of the reporting unit goodwill, both of which would be measured as of the
      date of adoption. The implied fair value of goodwill is determined by
      allocating the fair value of the reporting unit to all of the assets
      (recognized and unrecognized) and liabilities of the reporting unit in a
      manner similar to a purchase price allocation, in accordance with SFAS No.
      141. The residual fair value after this allocation is the implied fair
      value of the reporting unit goodwill. Any transitional impairment loss
      will be recognized as the cumulative effect of a change in accounting
      principle in the Company's statement of operations. The Company may be
      required to record a substantial transitional impairment charge as a
      result of adopting SFAS No. 142. The carrying value of goodwill and
      intangible assets, subject to the transitional impairment test, is
      approximately $907.5 million at September 30, 2002. Management is
      assessing the impact that adoption of SFAS No. 142 will have on our
      financial statements.

      In August 2001, the Financial Accounting Standards Board issued SFAS No.
      144, "Accounting for the Impairment or Disposal of Long-Lived Assets,"
      which supersedes previous guidance on financial accounting and reporting
      for the impairment or disposal of long-lived assets and for segments of a
      business to be disposed of. Adoption of SFAS 144 is required no later than
      the beginning of fiscal 2003. Management does not expect the adoption of
      SFAS 144 to have a significant impact on our financial position or results
      of operations. However, future impairment reviews may result in charges
      against earnings to write down the value of long-lived assets.

      In April 2002 the FASB issued SFAS No. 145, "Rescission of FASB Statement
      No.'s 4, 44, and 64, Amendment of FASB Statement No. 13 and Technical
      Corrections", effective for fiscal years beginning May 15, 2002 or later.
      It rescinds SFAS No. 4, "Reporting Gains and Losses From Extinguishments
      of Debt", SFAS No. 64, "Extinguishments of Debt to Satisfy Sinking-Fund
      Requirements", and SFAS No. 44, "Accounting for Intangible Assets of Motor
      Carriers". This Statement also amends SFAS No. 13, "Accounting for Leases"
      to eliminate an inconsistency between the required accounting for
      sale-leaseback transactions and the required accounting for certain lease
      modifications that have economic effects that are similar to
      sale-leaseback transactions. This Statement also amends other existing
      authoritative pronouncements to make various technical corrections,
      clarify meanings or describe their applicability under changed conditions.
      The Company does not believe the impact of adopting SFAS No. 145 will have
      a material impact on its financial statements.

      In June 2002 the FASB issued SFAS No. 146, "Accounting for Costs
      Associated With Exit or Disposal Activities". SFAS No. 146 requires
      companies to recognize costs associated with exit or disposal activities
      when they are incurred rather than at the date of commitment to an exit or
      disposal plan. This statement is effective for exit or disposal


                                       48

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


      activities initiated after December 31, 2002. We are assessing the impact
      that adoption of SFAS No. 146 will have on our financial statements.

NOTE 3            BUSINESS COMBINATIONS

      MERGER WITH CONEXANT SYSTEMS, INC.'S WIRELESS BUSINESS

      On December 16, 2001, Alpha, Conexant and Washington, a wholly owned
      subsidiary of Conexant, entered into a definitive agreement providing for
      the combination of Conexant's wireless business with Alpha. Under the
      terms of the agreement, Conexant would spin off its wireless business into
      Washington, including its gallium arsenide wafer fabrication facility
      located in Newbury Park, California, but excluding certain assets and
      liabilities, to be followed immediately by the Merger of this wireless
      business into Alpha with Alpha as the surviving entity in the Merger. The
      Merger was completed on June 25, 2002. Following the Merger, Alpha changed
      its corporate name to Skyworks Solutions, Inc.

      Immediately following completion of the Merger, the Company purchased the
      Mexicali Operations for $150 million. For financial accounting purposes,
      the sale of the Mexicali Operations by Conexant to Skyworks Solutions was
      treated as if Conexant had contributed the Mexicali Operations to
      Washington as part of the spin-off, and the $150 million purchase price
      was treated as a return of capital to Conexant.

      The Merger has been accounted for as a reverse acquisition whereby
      Washington was treated as the acquirer and Alpha as the acquiree,
      primarily because Conexant shareholders owned a majority, approximately 67
      percent, of the Company upon completion of the Merger. Under a reverse
      acquisition, the purchase price of Alpha was based upon the fair market
      value of Alpha common stock for a reasonable period of time before and
      after the announcement date of the merger and the fair value of Alpha
      stock options. The purchase price of Alpha was allocated to the assets
      acquired and liabilities assumed by Washington, as the acquiring company
      for accounting purposes, based upon their estimated fair market value at
      the acquisition date. Because the Merger was accounted for as a purchase
      of Alpha, the historical financial statements of Washington/Mexicali
      became the historical financial statements of the Company after the
      merger. Since the historical financial statements of the Company after the
      Merger do not include the historical financial results of Alpha for
      periods prior to June 25, 2002, the financial statements may not be
      indicative of future results of operations or the historical results that
      would have resulted if the Merger had occurred at the beginning of a
      historical financial period.

      In connection with the Merger, the Company identified duplicate facilities
      resulting in a write-down of fixed assets with historical carrying values
      of $92.4 million to $20.2 million, a reduction in workforce of
      approximately 210 employees at a cost of $4.8 million and facility exit or
      closing costs of $3.1 million. The effects of these actions are reflected
      in the purchase price allocation below.


                                       49

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


      The total purchase price was valued at approximately $1.2 billion and is
      summarized as follows:


<TABLE>
<CAPTION>
      (IN THOUSANDS)
<S>                                                             <C>
      Fair market value of Alpha common stock ..........        $1,054,111
      Fair value of Alpha stock options ................            95,388
      Estimated transaction costs of acquirer ..........            33,606
                                                                ----------
           Total .......................................        $1,183,105
                                                                ==========
</TABLE>


      The purchase price was allocated as follows:


<TABLE>
<CAPTION>
      (IN THOUSANDS)
<S>                                                           <C>
      Working capital ...............................         $   119,478
      Property, plant and equipment .................              58,700
      Amortized intangible assets ...................              34,082
      Unamortized intangible assets .................               2,300
      Goodwill ......................................             905,219
      In-process research and development ...........              65,500
      Long-term debt ................................                 (73)
      Other long-term liabilities ...................              (2,236)
      Deferred compensation .........................                 135
                                                              -----------
           Total ....................................         $ 1,183,105
                                                              ===========
</TABLE>


      The allocation of the purchase price is subject to revision, which is not
      expected to be material, based on the final valuation of plant, property
      and equipment acquired.

      The following unaudited pro forma financial information presents the
      consolidated operations of the Company as if the June 25, 2002 Merger had
      occurred as of the beginning of the periods presented. This information
      gives effect to certain adjustments including increased amortization of
      intangibles and increased interest expense related to debt issued in
      conjunction with the Merger. In-process research and development of $65.5
      million and other Merger-related expenses of $28.8 million have been
      excluded from the pro forma results as they are non-recurring and not
      indicative of normal operating results. This information is provided for
      illustrative purposes only, and is not necessarily indicative of the
      operating results that would have occurred had the Merger been consummated
      at the beginnings of the periods presented, nor is it necessarily
      indicative of any future operating results.


<TABLE>
<CAPTION>
      (in thousands, except per share data)      YEARS ENDED SEPTEMBER 30,
                                                    2002           2001
                                                 ---------      ---------
<S>                                              <C>            <C>
      Net revenue ..........................     $ 543,091      $ 458,352
      Net loss .............................     $(301,684)     $(328,981)
      Net loss per share (basic and diluted)     $   (2.20)
                                                 =========
</TABLE>



                  In connection with the Merger in the third quarter of fiscal
                  2002, $65.5 million was allocated to purchased in-process
                  research and development and expensed immediately upon
                  completion of the acquisition (as a charge not deductible for
                  tax purposes) because the technological feasibility of certain
                  products under development had not been established and no
                  future alternative uses existed.

                  Prior to the Merger, Alpha was in the process of developing
                  new technologies in its semiconductor and ceramics segments.
                  The objective of the in-process research and development
                  effort was to develop new semiconductor processes, ceramic
                  materials and related products to satisfy customer
                  requirements in the wireless and broadband markets. The
                  following table summarizes the significant assumptions
                  underlying the valuations of the Alpha in-process research and
                  development (IPR&D) at the time of acquisition.


<TABLE>
<CAPTION>
                                              Estimated costs to     Discount rate
(in millions)     Date Acquired     IPRD      complete projects     applied to IPRD
                  -------------     ----      -----------------     ---------------
<S>               <C>               <C>       <C>                   <C>
Alpha             June 25, 2002     $65.5           $10.3                 30%
</TABLE>


                  The semiconductor segment was involved in several projects
                  that have been aggregated into the following categories based
                  on the respective technologies:

            Power Amplifier

                  Power amplifiers are designed and manufactured for use in
                  different types of wireless handsets. The main performance
                  attributes of these amplifiers are efficiency, power output,
                  operating voltage and distortion. Current research and
                  development is focused on expanding the offering to all types
                  of wireless standards, improving performance by process and
                  circuit improvements and offering a higher level of
                  integration.

            Control Products

                  Control products consist of switches and switch filters that
                  are used in wireless applications for signal routing. Most
                  applications are in the handset market enabling multi-mode,
                  multi-band handsets. Current research and development is
                  focused on performance improvement and cost reduction by
                  reducing chip size and increasing functionality.

            Broadband

                  The products in this grouping consist of radio frequency (RF)
                  and millimeter wave semiconductors and components designed and
                  manufactured specifically to address the needs of high-speed,
                  wireline and wireless network access. Current and long-term
                  research and development is focused on performance enhancement
                  of speed and bandwidth as well as cost reduction and
                  integration.

            Silicon Diode

                  These products use silicon processes to fabricate diodes for
                  use in a variety of RF and wireless applications. Current
                  research and development is focused on reducing the size of
                  the device, improving performance and reducing cost.

            Ceramics

                  The ceramics segment was involved in projects that relate to
                  the design and manufacture of ceramic-based components such as
                  resonators and filters for the wireless infrastructure market.
                  Current research and development is focused on performance
                  enhancements through improved formulations and electronic
                  designs.

      The material risks associated with the successful completion of the
      in-process technology are associated with the Company's ability to
      successfully finish the creation of viable prototypes and successful
      design of the chips, masks and manufacturing processes required. The
      Company expects to benefit from the in-process projects as the individual
      products that contain the in-process technology are put into production
      and sold to end-users. The release dates for each of the products within
      the product families are varied. The fair value of the in-process research
      and development was determined using the income approach. Under the income
      approach, the fair value reflects the present value of the projected cash
      flows that are expected to be generated by the products incorporating the
      in-process research and development, if successful.

      The projected cash flows were discounted to approximate fair value. The
      discount rate applicable to the cash flows of each project reflects the
      stage of completion and other risks inherent in each project. The weighted
      average discount rate used in the valuation of in-process research and
      development was 30 percent. The IPR&D projects were expected to commence
      generating cash flows in fiscal 2003.

      CONEXANT'S ACQUISITION OF PHILSAR SEMICONDUCTOR INC.

      In May 2000, Conexant acquired Philsar Semiconductor Inc. ("Philsar"),
      which became a part of Conexant's wireless communications business. This
      acquisition has been accounted for as a contribution to the wireless
      business by Conexant and such contribution has been recorded in Conexant's
      net investment in the combined financial statements. Philsar was a
      developer of radio frequency semiconductor solutions for personal wireless
      connectivity, including emerging standards such as Bluetooth, and radio
      frequency components for third-generation (3G) digital cellular handsets.
      To effect the acquisition of Philsar, all of the then-outstanding capital
      stock of Philsar was exchanged for Philsar securities exchangeable at the
      option of the holders into an aggregate of approximately 2.5 million
      shares of Conexant common stock (including 248,000 exchangeable shares
      issued in fiscal 2001 upon the expiration of an indemnification period).
      The outstanding Philsar stock options were converted into options to
      purchase an additional 525,000 shares of Conexant common stock.


                                       50

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


      The total value of the consideration for the Philsar acquisition was
      $110.0 million. The value of the consideration paid was based on market
      prices of Conexant common stock at the time of announcement of the
      acquisition or, in the case of the additional consideration, at the time
      of resolution of the contingency. The value of the options converted (an
      average fair value of $36.12 per share) was determined using the
      Black-Scholes option pricing model, based upon their various exercise
      prices (which ranged from $5.47 to $9.41) and remaining contractual lives
      (ranging from 1.4 to 9.8 years) and the following additional assumptions:
      estimated volatility of 60%, risk-free interest rate of 5.9% and no
      dividend yield). The value of the consideration has been allocated among
      the assets and liabilities acquired, including identified intangible
      assets and IPRD, based upon estimated fair values. The excess of the value
      of the consideration over the net assets acquired was allocated to
      goodwill. The tangible assets acquired totaled $8.0 million, net of
      liabilities of $2.2 million, and included $7.7 million in cash. The total
      goodwill associated with this acquisition was $71.4 million and such
      amount is not deductible for tax purposes.

      In connection with the acquisition of Philsar, $24.4 million was allocated
      to IPRD and expensed immediately upon completion of the acquisition (as a
      charge not deductible for tax purposes) because the technological
      feasibility of products under development had not been established and no
      future alternative uses existed. The fair value of the IPRD was determined
      using the income approach. Under the income approach, expected future
      after-tax cash flows from each of the projects or product families
      (projects) under development are estimated and discounted to their net
      present value at an appropriate risk-adjusted rate of return. Each project
      was analyzed to determine the technological innovations included in the
      project; the existence and utilization of core technology; the complexity,
      cost and time to complete the remaining development efforts; the existence
      of any alternative future use or current technological feasibility; and
      the stage of completion in development.

      Future cash flows for each project used in the income approach were
      estimated based on forecasted revenues and costs, taking into account the
      expected life cycles of the products and the underlying technology,
      relevant market sizes and industry trends. The projected revenues used in
      the income approach were the revenues expected to be generated upon
      completion of the IPRD projects and the beginning of commercial sales, as
      estimated by management. The projections assume that the projects will be
      successful and that the products' development and commercialization meet
      management's estimated time schedule. The projected gross margins and
      operating expenses reflect the costs expected to be incurred for
      production, marketing, and ongoing development of the product families as
      estimated by management. The IPRD projects were expected to commence
      generating net cash inflows in fiscal 2001.

      The projects were then classified as developed technology, IPRD or future
      development. The estimated future cash flows for each were discounted to
      approximate fair value. Discount rates of 30% for IPRD and 25% for
      developed technology were derived from a weighted-average cost of capital
      analysis, adjusted upward to reflect additional risks inherent in the
      development process, including the probability of achieving technological
      success and market acceptance. The IPRD charge includes the fair value of
      the portion of IPRD completed as of the date of acquisition. The fair
      values assigned to IPRD to-be-completed and future development are
      included in goodwill. Management is responsible for the amounts determined
      for IPRD, as well as developed technology, and believes the amounts are
      representative of fair values and do not exceed the amounts an independent
      party would pay for these projects.

      The results of operations of Philsar are included in the combined
      financial statements from the date of acquisition. The pro forma combined
      statement of operations data for fiscal 2000 below assumes that the
      acquisition of Philsar had been completed as of the beginning of the
      fiscal year and includes amortization of goodwill and identified
      intangible assets from that date. However, the impact of the charge for
      IPRD has been excluded. This pro forma data is presented for informational
      purposes only, and is not necessarily indicative of the results of future
      operations nor of the results that would have been achieved had the
      acquisition of Philsar taken place at the beginning of fiscal 2000.


<TABLE>
<CAPTION>
      (Unaudited, in thousands)                                   2000
                                                                ---------
<S>                                                             <C>
      Net revenues ..............................               $ 379,161
      Net loss ..................................               $ (62,326)
</TABLE>


      During the third quarter of fiscal 2002, the Company recorded a $45.8
      million charge for the write-off of goodwill and other intangible assets
      associated with our fiscal 2000 acquisition of the Philsar Bluetooth
      business. Management has determined that the Company will not support the
      technology associated with the Philsar Bluetooth business.


                                       51

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


      Accordingly, this product line will be discontinued and the employees
      associated with the product line have either been severed or relocated to
      other operations. As a result of the actions taken, management determined
      that the remaining goodwill and other intangible assets associated with
      the Philsar acquisition had been impaired.

NOTE 4            SUPPLEMENTAL FINANCIAL STATEMENT DATA

      Inventories consisted of the following (in thousands):


<TABLE>
<CAPTION>
                                                       SEPTEMBER 30,
                                                  2002              2001
                                                 -------           -------
<S>                                              <C>               <C>
      Raw materials ..................           $ 9,377           $ 3,626
      Work-in-process ................            32,639            19,164
      Finished goods .................            13,627            14,593
                                                 -------           -------
                                                 $55,643           $37,383
                                                 =======           =======
</TABLE>


      Cost of goods sold for fiscal 2001 includes inventory write-downs of $58.7
      million. These write-downs resulted from the sharply reduced end-customer
      demand experienced for digital cellular handsets in fiscal 2001. As a
      result of these market conditions, the Company experienced a significant
      number of order cancellations and a decline in the volume of new orders
      during fiscal 2001. The inventories written down during fiscal 2001
      principally consisted of power amplifiers and radio frequency subsystem
      components which, in many cases, had been purchased or manufactured to
      satisfy expected customer demand.

      The assessment of the recoverability of inventories, and the amounts of
      any write-downs, is based on currently available information and
      assumptions about future demand and the market conditions. Demand for
      products may fluctuate significantly over time, and actual demand and
      market conditions may be more or less favorable than those projected by
      management. In the event that actual demand is lower than originally
      projected, additional inventory write-downs may be required.

      Some or all of the inventories which have been written down may be
      retained and made available for sale. In the event that actual demand is
      higher than originally projected, a portion of these inventories may be
      able to be sold in the future. Inventories which have been written-down
      and are identified as obsolete are generally scrapped.

      Property, plant and equipment consist of the following (in thousands):


<TABLE>
<CAPTION>
                                                                    SEPTEMBER 30,
                                                             2002                 2001
                                                           ---------            ---------
<S>                                                        <C>                  <C>
      Land ....................................            $  11,578            $   8,336
      Land and leasehold improvements .........                6,583               11,730
      Buildings ...............................               72,457               18,285
      Machinery and equipment .................              341,702              396,268
      Construction in progress ................               17,162               19,807
                                                           ---------            ---------
                                                             449,482              454,426
      Accumulated depreciation and amortization             (305,709)            (284,879)
                                                           ---------            ---------
                                                           $ 143,773            $ 169,547
                                                           =========            =========
</TABLE>



                                       52

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


      Goodwill and intangible assets consist of the following (in thousands):


<TABLE>
<CAPTION>
                                                                    SEPTEMBER 30,
                                                              2002                  2001
                                                           ---------             ---------
<S>                                                        <C>                   <C>
             Goodwill .........................            $ 905,219             $  71,412
             Developed technology .............               21,260                 5,995
             Customer relationships ...........               12,700                    --
             Trademark ........................                2,300                    --
             Other ............................                  122                   793
                                                           ---------             ---------
                                                             941,601                78,200
             Accumulated depreciation and amortization          (915)              (20,594)
                                                           ---------             ---------
                                                           $ 940,686             $  57,606
                                                           =========             =========
</TABLE>


      Other current assets consist of the following (in thousands):


<TABLE>
<CAPTION>
                                                       SEPTEMBER 30,
                                                  2002              2001
                                                 -------           -------
<S>                                              <C>               <C>
      Prepaid expenses ...............           $17,050           $    --
      Other ..........................             6,920             3,225
                                                 -------           -------
                                                 $23,970           $ 3,225
                                                 =======           =======
</TABLE>


      Other current liabilities consist of the following (in thousands):


<TABLE>
<CAPTION>
                                                         SEPTEMBER 30,
                                                       2002         2001
                                                      -------      -------
<S>                                                   <C>          <C>
      Accrued merger expenses ..................      $42,764      $    --
      Product warranty accrual .................       13,372        3,414
      Restructuring charges and exit costs .....        7,436           --
      Accrued take or pay obligations ..........        5,143           --
      Other ....................................       15,848        4,390
                                                      -------      -------
                                                      $84,563      $ 7,804
                                                      =======      =======
</TABLE>


NOTE 5            BORROWING ARRANGEMENTS AND COMMITMENTS

LONG-TERM DEBT

  Long-term debt consisted of the following (in thousands):


<TABLE>
<CAPTION>
                                                               SEPTEMBER 30,
                                                             2002        2001
                                                           --------     ------
<S>                                                        <C>          <C>
  Conexant Mexicali note .............................     $150,000     $   --
  Conexant revolving credit line used ................       30,000         --
  CDBG Grant .........................................          168         --
                                                           --------     ------
                                                            180,168         --
      Less - current maturities ......................          129         --
                                                           --------     ------
                                                           $180,039     $   --
                                                           ========     ======
</TABLE>


On September 30, 2002, the Company had $150 million in short-term promissory
notes payable to Conexant pursuant to a financing agreement entered into in
connection with the purchase of the Mexicali Operations. The notes were secured
by the assets and properties of the Company. Unless paid earlier at the option
of the Company or pursuant to mandatory prepayment provisions contained in the
financing agreement with Conexant, fifty percent of the principal portion of the
short-term promissory notes was due on March 24, 2003, and the remaining fifty
percent of the notes was due on June 24, 2003. Interest on these notes was
payable quarterly at a rate of 10% per annum for the first ninety days following
June 25, 2002, 12% per annum for the next ninety days and 15% per annum
thereafter. Because the Company refinanced these notes, the principal amount was
classified on September 30, 2002 as a long-term note payable. In addition, on
September 30, 2002 the Company had available a short-term $100 million loan
facility from Conexant under the financing agreement to fund the


                                       53

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


Company's working capital and other requirements. $75 million of this facility
became available on or after July 10, 2002, and the remaining $25 million
balance of the facility would have become available if the Company had more than
$150 million of eligible domestic receivables. The entire principal of any
amounts borrowed under the facility was due on June 24, 2003. There were $30
million of borrowings as of September 30, 2002 under this facility. Because the
Company refinanced the amounts borrowed under this loan facility, the principal
amount was classified on September 30, 2002 as a long-term note payable.

On November 13, 2002, Skyworks successfully closed a private placement of $230
million of 4.75 percent convertible subordinated notes due 2007. These notes can
be converted into 110.4911 shares of common stock per $1,000 principal balance,
which is the equivalent of a conversion price of approximately $9.05 per share.
The net proceeds from the note offering were principally used to prepay debt
owed to Conexant under the financing agreement. The payments to Conexant retired
$105 million of the $150 million note relating to the purchase of the Mexicali
Operations and repaid the $65 million principal amount outstanding as of
November 13, 2002 under the loan facility, dissolving the $100 million facility
and resulting in the release of Conexant's security interest in all assets and
properties of the Company.

In connection with the prepayment by the Company of $105 million of the $150
million note owed to Conexant relating to the purchase of the Mexicali
Operations, the remaining $45 million principal balance was exchanged for a new
15% convertible debt security with a maturity date of June 30, 2005. These 
notes can be converted into the Company's common stock at a conversion rate 
based on the applicable conversion price, which is subject to adjustment based 
on, among other things, the market price of the Company's common stock. Based 
on this adjustable conversion price, the Company expects that the maximum 
number of shares that could be issued under the note is approximately 7.1 
million shares, subject to adjustment for stock splits and other similar 
dilutive occurrences.

The Company obtained a ten-year $960,000 loan from the State of Maryland under
the Community Development Block Grant program. Quarterly payments are due
through December 2003 and represent principal plus interest at 5% of the
unamortized balance.

Aggregate annual maturities of long-term debt are as follows (in thousands):


<TABLE>
<CAPTION>
                  FISCAL YEAR
                  -----------
<S>                                                               <C>
                  2003 ......................................     $    129
                  2004 ......................................           39
                  2005 ......................................       45,000
                  2006 ......................................           --
                  2007 ......................................      135,000
                                                                  --------
                                                                  $180,168
                                                                  ========
</TABLE>


NOTE 6            INCOME TAXES

Loss before income taxes consisted of the following components (in thousands):


<TABLE>
<CAPTION>
                                               YEARS ENDED SEPTEMBER 30,
                                        ---------------------------------------
                                          2002           2001           2000
                                        ---------      ---------      ---------
<S>                                     <C>            <C>            <C>
                  United States ....    $(151,214)     $(323,642)     $ (67,995)
                  Foreign ..........     (104,439)         6,337          2,656
                                        ---------      ---------      ---------
                                        $(255,653)     $(317,305)     $ (65,339)
                                        =========      =========      =========
</TABLE>



                                       54

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


      The provision for income taxes from continuing operations consists of the
      following (in thousands):


<TABLE>
<CAPTION>
                                                YEARS ENDED SEPTEMBER 30,
                                           -----------------------------------
                                             2002          2001         2000
                                           --------      --------     --------
<S>                                        <C>           <C>          <C>
      Current tax expense
      Federal ........................     $     --      $     --     $     --
      Foreign ........................        3,506         1,619        1,140
      State ..........................           --            --           --
                                           --------      --------     --------
                                              3,506         1,619        1,140
      Deferred tax expense (benefit)
      Federal ........................           --            --           --
      Foreign ........................      (23,095)           --           --
      State ..........................           --            --           --
                                           --------      --------     --------
                                            (23,095)           --           --

      Net income tax expense (benefit)     $(19,589)     $  1,619     $  1,140
                                           ========      ========     ========
</TABLE>


      The actual income tax expenses (benefits) reported from operations are
      different than those which would have been computed by applying the
      federal statutory tax rate to income (loss) before income tax expenses
      (benefits). A reconciliation of income tax expense (benefit) as computed
      at the U.S. Federal statutory income tax rate to the provision for income
      tax expense (benefit) as follows (in thousands):


<TABLE>
<CAPTION>
                                                                   YEARS ENDED SEPTEMBER 30,
                                                            ---------------------------------------
                                                                 2002           2001           2000
                                                            ---------      ---------      ---------
<S>                                                         <C>            <C>            <C>
      Tax (benefit) expense at U.S. statutory rate ....     $ (89,479)     $(111,057)     $ (22,869)
      Foreign tax rate difference .....................         3,529           (599)           210
      Nondeductible amortization of intangible assets .        16,151          5,099          1,752
      Nondeductible in-process research and development        22,925             --          8,527
      Pre-distribution loss not available to Skyworks .        21,968             --             --
      Research and development credits ................          (711)        (4,921)        (3,937)
      State income taxes, net of federal benefit ......            --        (11,672)        (3,283)
      Change in valuation allowance ...................         5,947        123,466         19,870
      Other, net ......................................            81          1,303            870
                                                            ---------      ---------      ---------
                                                            $ (19,589)     $   1,619      $   1,140
                                                            =========      =========      =========
</TABLE>



                                       55

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


Deferred income tax assets and liabilities consist of the tax effects of
temporary differences related to the following (in thousands):


<TABLE>
<CAPTION>
                                                             SEPTEMBER 30,
                                                         2002           2001
                                                       ---------      ---------
<S>                                                    <C>            <C>
Current:
  Inventories ....................................     $  14,352      $  31,836
  Deferred revenue ...............................           258          2,779
  Accrued compensation and benefits ..............         1,914          1,872
  Product returns, allowances and warranty .......         8,097          3,686
  Restructuring ..................................         5,475             --
  Deferred state taxes ...........................            --         (1,822)
  Other - net ....................................           523          1,470 
                                                       ---------      ---------
       Current deferred income taxes .............        30,619         39,821
                                                       ---------      ---------
Long-term:
  Property, plant and equipment ..................        25,712         30,876
  Intangible assets ..............................       (13,029)        (2,337)
  Retirement benefits and deferred compensation ..           931          1,299
  Net operating loss carryforwards ...............        27,003        125,456
  Federal tax credits ............................         3,904         16,918
  State investment credits .......................         2,672          4,801
  Restructuring ..................................        28,297             --
  Deferred state taxes ...........................            --        (10,071)
  Other - net ....................................          (416)           531
                                                       ---------      ---------
       Long-term deferred income taxes ...........        75,074        167,473
                                                       ---------      ---------
         Total deferred income taxes .............       105,693        207,294
                                                       ---------      ---------
         Valuation allowance .....................       (83,206)      (207,294)
                                                       ---------      ---------
         Net deferred tax assets .................     $  22,487      $      --
                                                       =========      =========
</TABLE>


Based upon a history of significant operating losses, management has determined
that it is more likely than not that historic and current year income tax
benefits will not be realized except for certain future deductions associated
with the Mexicali Operations in the post-Merger period. Consequently, no United
States income tax benefit has been recognized relating to the U.S. operating
losses. As of September 30, 2002, we have established a valuation allowance
against all of our net U.S. deferred tax assets. The net change in the valuation
allowance is principally due to Conexant retaining certain tax attributes, i.e.
federal and state net operating loss and credit carryovers. Reduction of a
portion of the valuation allowance may be applied to reduce the carrying value
of goodwill. The portion of the valuation allowance for deferred tax assets for
which subsequently recognized tax benefits will be applied to reduce goodwill
related to the purchase consideration of the Merger with Alpha is approximately
$24 million. Deferred tax assets have been recognized for foreign operations
when management believes they will be recovered during the carry forward period.
We do not expect to recognize any income tax benefits relating to future
operating losses generated in the United States until management determines that
such benefits are more likely than not to be realized. In 2002, the Company
recorded a tax benefit of approximately $23 million related to the impairment of
our Mexicali assets. A valuation allowance has not been established because the
Company believes that the related deferred tax asset will be recovered during
the carry forward period.

To the extent that Washington/Mexicali had filed separate tax returns as of
September 30, 2001, the U.S. federal net operating loss carryforwards would have
been approximately $316.3 million, which would expire at various dates through
2021, and aggregate state net operating loss carryforwards would have been
approximately $295.3 million, which would expire at various dates through 2011.
Washington/Mexicali would also have had U.S. Federal and state research and
development tax credit carryforwards of approximately $11.5 million and $5.4
million, respectively. The U.S. Federal tax credits would expire at various
dates through 2021, while the state credits would have no expiration date.
California Manufacturers' Investment Credits of approximately $4.8 million would
expire at various dates through 2009. These tax attributes include certain
amounts that were retained by Conexant and are not available to be utilized in
the separate tax returns of the combined company subsequent to the Merger and
the combined company's purchase of the Mexicali Operations.

The research and development credits and the net operating losses shown above
that relate to periods prior to the Merger are calculated as if
Washington/Mexicali had filed separate tax returns. These tax attributes include
certain amounts that were retained by Conexant and are not available to be
utilized in the separate tax returns of the combined company subsequent to the
Merger and the combined company's purchase of the Mexicali Operations.


                                       56

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


As of September 30, 2002, the Company has U.S. federal net operating loss
carryforwards of approximately $71.1 million which will expire at various dates
through 2022 and aggregate state net operating loss carryforwards of
approximately $33.4 million which will expire at various dates through 2007. The
Company also has U.S. federal and state income tax credit carryforwards of
approximately $5.7 million. The U.S. federal tax credits expire at various dates
through 2022. The use of the pre-Merger net operating loss and tax credit
carryovers from Alpha will be limited due to statutory tax restrictions
resulting from the Merger and related changes in ownership. The annual limit on
the utilization of pre-merger net operating losses has been estimated at $14
million. Pre-Merger credits would also be subject to the tax equivalent of the
annual net operating loss limitation.

As part of the spin-off and the Merger, Washington, Conexant and Alpha entered
into a tax allocation agreement which provides, among other things, for the
allocation between Conexant and the combined company of certain tax liabilities
relating to the Washington Business. In general, Conexant assumed and is
responsible for tax liabilities of the Washington Business and Washington for
periods prior to the Merger and the combined company has assumed and is
responsible for tax liabilities of the Washington Business for periods after the
Merger. Skyworks' obligations under the tax allocation agreement have been
limited by the letter agreement dated November 6, 2002 entered into as part of
the debt refinancing with Conexant.

NOTE 7    STOCKHOLDERS' EQUITY

COMMON STOCK

The Company is authorized to issue (1) 525,000,000 shares of common stock, par
value $0.25 per share, and (2) 25,000,000 shares of preferred stock, without par
value.

Holders of the Company's common stock are entitled to such dividends as may be
declared by the Company's board of directors out of funds legally available for
such purpose. Dividends may not be paid on common stock unless all accrued
dividends on preferred stock, if any, have been paid or declared and set aside.
In the event of the Company's liquidation, dissolution or winding up, the
holders of common stock will be entitled to share pro rata in the assets
remaining after payment to creditors and after payment of the liquidation
preference plus any unpaid dividends to holders of any outstanding preferred
stock.

Each holder of the Company's common stock is entitled to one vote for each such
share outstanding in the holder's name. No holder of common stock is entitled to
cumulate votes in voting for directors. The Company's second amended and
restated certificate of incorporation provides that, unless otherwise determined
by the Company's board of directors, no holder of common stock has any
preemptive right to purchase or subscribe for any stock of any class which the
Company may issue or sell.

At September 30, 2002 the Company had 137,589,146 shares of common stock issued
and outstanding.

PREFERRED STOCK

The Company's second amended and restated certificate of incorporation permits
the Company to issue up to 25,000,000 shares of preferred stock in one or more
series and with rights and preferences that may be fixed or designated by the
Company's board of directors without any further action by the Company's
stockholders. The designation, powers, preferences, rights and qualifications,
limitations and restrictions of the preferred stock of each series will be fixed
by the certificate of designation relating to such series, which will specify
the terms of the preferred stock.

At September 30, 2002 the Company had no shares of preferred stock issued and
outstanding.

STOCK OPTIONS

The Company has stock option plans under which employees may be granted options
to purchase common stock. Options are generally granted with exercise prices at
not less than the fair market value on the grant date, generally vest over four
years and expire ten years after the grant date. As of September 27, 2002, a
total of 24.1 million shares are authorized for grant under the Company's
long-term incentive plans. The number of common shares reserved for granting of
future awards was 15.9 million at September 30, 2002.

In connection with Conexant's spin-off of Washington, options to purchase shares
of Conexant common stock were adjusted so that immediately following the
spin-off, option holders held options to purchase shares of Conexant common
stock and options to purchase Washington common stock. In connection with the
Merger, those options to purchase shares of Washington common stock were
converted into options to purchase the Company's common stock, par value $0.25
per share. The terms of options to purchase the Company's common stock will be
governed by the Washington Sub, Inc. 2002 Stock Option Plan, which was assumed
by Skyworks in the Merger and which provides that such options will generally
have the same terms and conditions applicable to the original Conexant options.
These options are included in the following schedules and options related to
non-employees are disclosed separately below.


                                       57

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


A summary of stock option transactions follows (shares in thousands):


<TABLE>
<CAPTION>
                                                          WEIGHTED AVERAGE
                                                          EXERCISE PRICE OF
                                                 SHARES   SHARES UNDER PLAN
                                                 ------   -----------------
<S>                                             <C>       <C>
Balance outstanding prior to the close
  of the Merger                                      --       $    --
                                                -------

Recapitalization as a result of the Merger:
    Alpha options assumed                         8,277         18.97
    Conexant options assumed                     23,188         20.80

Balance outstanding at June 25, 2002             31,465       $ 20.32
                                                -------

    Granted                                         998          4.69
    Exercised                                       (20)         2.08
    Cancelled                                    (1,111)        23.35
                                                -------

 Balance outstanding at September 30, 2002       31,332       $ 19.73
                                                =======
</TABLE>




Options exercisable at the end of each fiscal year (shares in thousands):


<TABLE>
<CAPTION>
                                                                             WEIGHTED AVERAGE
                                                             SHARES           EXERCISE PRICE
                                                             ------           --------------
<S>                                                          <C>             <C>
2002 .................................................       16,080            $19.86
</TABLE>


The following table summarizes information concerning currently outstanding and
exercisable options as of September 30, 2002 (shares in thousands):


<TABLE>
<CAPTION>
                                            WEIGHTED
                                            AVERAGE          WEIGHTED
                                           REMAINING         AVERAGE                             WEIGHTED
  RANGE OF EXERCISE       NUMBER          CONTRACTUAL      OUTSTANDING          OPTIONS      AVERAGE EXERCISE
        PRICES          OUTSTANDING       LIFE (YEARS)     OPTION PRICE       EXERCISABLE         PRICE
        ------          -----------       ------------     ------------       -----------         -----
<S>                     <C>               <C>              <C>                <C>            <C>
$ 0.00  - $9.99            4,056               6.5            $ 6.15             1,529            $ 5.18
$10.00  - $19.99          13,157               5.7            $15.82             7,671            $16.03
$20.00  - $29.99          10,333               6.7            $21.97             5,025            $21.83
$30.00  - $39.99           2,431               5.9            $36.20             1,197            $36.69
$40.00  - $59.99           1,111               7.1            $45.05               525            $45.11
$60.00  - $210.35            244               4.6            $82.41               133            $83.39
                          ------            ------            ------            ------            ------
                          31,332               6.1            $19.73            16,080            $19.86
                          ======            ======            ======            ======            ======
</TABLE>



                                       58

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


RESTRICTED STOCK AWARDS

The Company's long-term incentive plans provide for awards of restricted shares
of common stock and other stock-based incentive awards to officers and other
employees and certain non-employees. Restricted stock awards are subject to
forfeiture if employment terminates during the prescribed retention period
(generally within two years of the date of award) or, in certain cases, if
prescribed performance criteria are not met. The fair value of restricted stock
awards is charged to expense over the vesting period. There were not any
restricted stock grants in fiscal 2002.

STOCK OPTION PLANS FOR DIRECTORS AND OTHER
DIRECTORS

The Company has three stock option plans for non-employee directors -- the 1994
Non-Qualified Stock Option Plan, the 1997 Non-Qualified Stock Option Plan and
the Directors' 2001 Stock Option Plan. Under the three plans, a total of 826,000
shares have been authorized for option grants. The three plans have
substantially similar terms and conditions and are structured to provide options
to non-employee directors as follows: a new director receives a total of 45,000
options upon becoming a member of the Board; and continuing directors receive
15,000 options after each Annual Meeting of Shareholders. Under these plans, the
option price is the fair market value at the time the option is granted.
Beginning in fiscal 2001, all options granted become exercisable 25% per year
beginning one year from the date of grant. Options granted prior to fiscal 2001
become exercisable at a rate of 20% per year beginning one year from the date of
grant. During fiscal 2002, 180,000 options were granted under these plans at a
weighted average price $6.31. At September 30, 2002, a total of 522,000 options,
net of cancellations, have been granted under these three plans. During fiscal
2002, no options were exercised under these plans. At September 30, 2002,
522,000 shares were outstanding and 256,500 shares were exercisable.
Non-employee directors of the Company are also eligible to receive option grants
under the Company's 1996 Long-Term Incentive Plan.

NON-EMPLOYEES RELATED TO THE MERGER

In connection with the Merger, as of September 30, 2002 non-employees, excluding
directors, held 18,184,701 options at a weighted average price of $20.49.
Effective June 25, 2002, a significant portion of Conexant's options outstanding
were converted to Skyworks' options of equivalent value. The conversion of
Conexant options into Skyworks' options was done in such a manner that (1) the
aggregate intrinsic value of the options immediately before and after the
exchange is the same, (2) the ratio of the exercise price per option to the
market value per option is not reduced, and (3) the vesting provisions and
options period of the replacement Skyworks' options are the same as the original
vesting terms and option period of the Conexant options.

EMPLOYEE STOCK PURCHASE PLAN

The Company maintains a domestic and an international employee stock purchase
plan. Under these plans, eligible employees may purchase common stock through
payroll deductions of up to 10% of compensation. The price per share is the
lower of 85% of the market price at the beginning or end of each six-month
offering period. The plans provide for purchases by employees of up to an
aggregate of 900,000 shares through December 31, 2006. The Company dissolved its
employee stock purchase plan during the fourth quarter of fiscal 2002 and
implemented a plan with substantially similar terms. Shares of 65,668 were
purchased under this plan in fiscal 2002.

ACCOUNTING FOR STOCK-BASED COMPENSATION

The Company applies Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" and related interpretations in accounting for its
stock option and employee stock purchase plans. Had compensation cost for the
Company's stock option and stock purchase plans been determined based upon the
fair value at the grant date for awards under these plans consistent with the
methodology prescribed under SFAS No. 123, "Accounting for Stock-based
Compensation," the Company's net (loss) income would have been as follows:

Pro forma information regarding net loss is required by SFAS No. 123. This
information is required to be determined as if stock-based awards to employees
had been accounted for under the fair value method of that Statement. Had
compensation cost for stock option awards to employees of the Company been
determined based on the fair value at the grant date for awards in


                                       59

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


fiscal 2002 the pro forma net loss would have been approximately $236.6 million.

For purposes of pro forma disclosures under SFAS No. 123, the estimated fair
value of the options is assumed to be amortized to expense over the options'
vesting period. The fair value of the options granted has been estimated at the
date of the grant using the Black-Scholes option pricing model with the
following assumptions:


<TABLE>
<CAPTION>
                                                     2002   
                                                   -------- 
<S>                                                <C>      
Expected volatility ..........................           70%
Risk free interest rate ......................          2.2%
Dividend yield ...............................           -- 
Expected option life (years) .................          4.5 
Weighted average fair value of options granted         1.87
</TABLE>



The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options that have no vesting restrictions and are fully
transferable. In addition, option valuation models require input of highly
subjective assumptions, including the expected stock price volatility. Because
options held by employees and directors have characteristics significantly
different from those of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in the opinion
of management, the existing models do not necessarily provide a reasonable
measure of the fair value of these options.

STOCK WARRANTS

In connection with the Merger, the Company issued to Jazz Semiconductor, Inc. a
warrant to purchase 1,017,900 shares of Skyworks common stock at a price of
$24.02 per share. This warrant becomes exercisable in increments of 25% as of
June 25, 2002, March 11, 2003, September 11, 2003 and March 11, 2004. The
Company applied the Black-Scholes model to determine the fair value estimate and
approximately $0.2 million was included in fiscal 2002 selling, general and
administrative expenses related to this item. The warrant expires on January 20,
2005.

NOTE 8            EMPLOYEE BENEFIT PLAN

The Company maintains a 401(k) plan covering substantially all of its employees.
All of the Company's employees who are at least 21 years old are eligible to
receive a Company contribution. Discretionary Company contributions are
determined by the Board of Directors and may be in the form of cash or the
Company's stock. The Company contributes a match of 100% of the first 4%. For
fiscal 2002, the Company contributed 128,836 shares of the Company's common
stock valued at $0.6 million to fund the Company's obligation under the 401(k)
plan in fiscal 2002.

Conexant sponsors various benefit plans for its eligible employees, including a
401(k) retirement savings plan, a retirement medical plan and a pension plan.
Expenses allocated from Conexant under these employee benefit plans for
Washington/Mexicali participants prior to the Merger were $1.0 million for
fiscal 2002 and $1.3 million for both fiscal 2000 and 2001, respectively.

NOTE 9            COMMITMENTS

The Company has various operating leases primarily for computer equipment and
buildings. Rent expense amounted to $7.1 million, $4.9 million and $3.7 million
in fiscal 2002, 2001 2000, respectively. Purchase options may be exercised at
various times for some of these leases. Future minimum payments under these
noncancelable leases are as follows (in thousands):


<TABLE>
<CAPTION>
     FISCAL YEAR
     -----------
<S>                                                                  <C>
     2003  ........................................................  $    6,927
     2004  ........................................................       6,799
     2005  ........................................................       5,624
     2006  ........................................................       4,755
     2007  ........................................................       4,457
     Thereafter....................................................      11,653
                                                                     ----------
                                                                     $   40,215
                                                                     ==========
</TABLE>


Under supply agreements entered into with Conexant in connection with the
Merger, we will receive wafer fabrication, wafer probe and certain other
services from Jazz Semiconductor's Newport Beach, California foundry, and we
will provide wafer


                                       60

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


fabrication, wafer probe, final test and other services to Conexant at our
Newbury Park facility, in each case, for a three-year period after the Merger.
We will also provide semiconductor assembly and test services to Conexant at our
Mexicali facility.

During the term of one of our supply agreements with Conexant, our unit cost of
goods supplied by Jazz Semiconductor Inc.'s Newport Beach foundry will continue
to be affected by the level of utilization of the Newport Beach foundry joint
venture's wafer fabrication facility and other factors outside our control.
Pursuant to the terms of this supply agreement with Conexant, we are committed
to obtain a minimum level of service from Jazz Semiconductor, Inc., a Newport
Beach, California foundry joint venture between Conexant and The Carlyle Group
to which Conexant contributed its Newport Beach wafer fabrication facility. The
Company's expected minimum purchase obligations under the supply agreement will
be approximately $64 million, $39 million and $13 million in fiscal 2003, 2004
and 2005, respectively. The Company estimated its obligation under this
agreement would result in excess costs of approximately $13.2 million, which was
recorded as a liability and charged to cost of sales in the third quarter of
Fiscal 2002. During the fourth quarter of fiscal 2002, the Company reevaluated
this obligation and reduced its liability and cost of sales by approximately
$8.1 million in the quarter. With the exception of $5.1 million related to
fiscal 2003 purchase obligations, which has been accrued in fiscal 2002, the
Company currently anticipates meeting each of the annual minimum purchase
obligations under the supply agreement with Conexant.

NOTE 10           CONTINGENCIES

Various lawsuits, claims and proceedings have been or may be instituted or
asserted against the Company including those pertaining to product liability,
intellectual property, environmental, safety and health, and employment matters.
Management believes these are adequately provided for or will result in no
significant additional liability to the Company.

On June 8, 2002 Skyworks Technologies, Inc. ("STI"), filed a complaint in the
United States District Court, in the Central District of California, Southern
Division, alleging trademark infringement, false designation of origin, unfair
competition, and false advertising by the Company. Without a material impact to
the financial statements, the Company reached an agreement on this matter with
STI, which includes a release of all pending claims and an arrangement for
mutual coexistence using the name Skyworks.

The semiconductor industry is characterized by vigorous protection and pursuit
of intellectual property rights. From time to time, third parties have asserted
and may in the future assert patent, copyright, trademark and other intellectual
property rights to technologies that are important to our business and have
demanded and may in the future demand that we license their technology.

The Company has assumed responsibility for all then current and future
litigation (including environmental and intellectual property proceedings)
against Conexant or its subsidiaries in respect of the operations of Conexant's
wireless business in connection with the Merger.

The outcome of litigation cannot be predicted with certainty and some lawsuits,
claims or proceedings may be disposed of unfavorably to the Company. Many
intellectual property disputes have a risk of injunctive relief and there can be
no assurance that a license will be granted. Injunctive relief could materially
and adversely affect the financial condition or results of operations of the
Company. Based on its evaluation of matters which are pending or asserted, and
taking into account any reserves for such matters, management believes the
disposition of such matters will not have a material adverse effect on the
financial condition or results of operations of the Company.

NOTE 11           SPECIAL CHARGES

ASSET IMPAIRMENTS

During the third quarter of fiscal 2002, the Company recorded a $66.0 million
charge for the impairment of the assembly and test machinery and equipment and
related facility in Mexicali, Mexico. The impairment charge was based on a
recoverability analysis prepared by management as a result of a significant
downturn in the market for test and assembly services for non-wireless products
and the related impact on the Company's current and projected outlook.

The Company has experienced a severe decline in factory utilization at its
Mexicali facility for non-wireless products and projected decreasing revenues
and new order volume. Management believes these factors indicated that the
carrying value of the assembly and test machinery and equipment and related
facility may have been impaired and that an impairment analysis should be
performed. In performing the analysis for recoverability, management estimated
the future cash flows expected to result from the manufacturing activities at
the Mexicali facility over a ten-year period. The estimated future cash flows
were based on a gradual phase-out of services sold to Conexant and modest volume
increases consistent with management's view of the outlook for the business,
partially offset by declining average selling prices. The declines in average
selling prices are consistent with historical trends and management's decision
to reduce capital expenditures for future capacity expansion. Since the
estimated undiscounted cash flows were less than the carrying value
(approximately $100 million based on historical cost) of the related assets, it
was concluded that an impairment loss should be recognized. The impairment
charge was determined by comparing the estimated fair value of the related
assets to their carrying value. The fair value of the assets was determined by
computing the present value of the estimated future cash flows using a discount
rate of 24%, which


                                       61

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


management believed was commensurate with the underlying risks associated with
the projected future cash flows. The Company believes the assumptions used in
the discounted cash flow model represented a reasonable estimate of the fair
value of the assets. The write down established a new cost basis for the
impaired assets.

During the third quarter of fiscal 2002, the Company recorded a $45.8 million
charge for the write-off of goodwill and other intangible assets associated with
our fiscal 2000 acquisition of the Philsar Bluetooth business. Management has
determined that the Company will not support the technology associated with the
Philsar Bluetooth business. Accordingly, this product line will be discontinued
and the employees associated with the product line have either been severed or
relocated to other operations. As a result of the actions taken, management
determined that the remaining goodwill and other intangible assets associated
with the Philsar acquisition had been impaired.

During the third quarter of fiscal 2001, the Company recorded an $86.2 million
charge for the impairment of the manufacturing facility and related wafer
fabrication machinery and equipment at the Company's Newbury Park, California
facility. This impairment charge was based on a recoverability analysis prepared
by management as a result of the dramatic downturn in the market for wireless
communications products and the related impact on the then-current and projected
business outlook of the Company. Through the third quarter of fiscal 2001, the
Company experienced a severe decline in factory utilization at the Newbury Park
wafer fabrication facility and decreasing revenues, backlog, and new order
volume. Management believed these factors, together with its decision to
significantly reduce future capital expenditures for advanced process
technologies and capacity beyond the then-current levels, indicated that the
value of the Newbury Park facility may have been impaired and that an impairment
analysis should be performed. In performing the analysis for recoverability,
management estimated the future cash flows expected to result from the
manufacturing activities at the Newbury Park facility over a ten-year period.
The estimated future cash flows were based on modest volume increases consistent
with management's view of the outlook for the industry, partially offset by
declining average selling prices. The declines in average selling prices are
consistent with historical trends and management's decision to focus on existing
products based on the current technology. Since the estimated undiscounted cash
flows were less than the carrying value (approximately $106 million based on
historical cost) of the related assets, it was concluded that an impairment loss
should be recognized. The impairment charge was determined by comparing the
estimated fair value of the related assets to their carrying value. The fair
value of the assets was determined by computing the present value of the
estimated future cash flows using a discount rate of 30%, which management
believed was commensurate with the underlying risks associated with the
projected cash flows. The Company believes the assumptions used in the
discounted cash flow model represented a reasonable estimate of the fair value
of the assets. The write-down established a new cost basis for the impaired
assets.

RESTRUCTURING CHARGES

During fiscal 2002, the Company reduced its workforce through involuntary
severance programs and recorded restructuring charges of approximately $3.0
million for costs related to the workforce reduction and the consolidation of
certain facilities. The charges were based upon estimates of the cost of
severance benefits for affected employees and lease cancellation, facility
sales, and other costs related to the consolidation of facilities. Substantially
all amounts accrued for these actions are expected to be paid within one year.

During fiscal 2001, Washington/Mexicali reduced its workforce by approximately
250 employees, including approximately 230 employees in manufacturing
operations. Restructuring charges of $2.7 million were recorded for such actions
and were based upon estimates of the cost of severance benefits for the affected
employees. Substantially all amounts accrued for these actions are expected to
be paid within one year.

Activity and liability balances related to the fiscal 2001 and fiscal 2002
restructuring actions are as follows (in thousands):


<TABLE>
<CAPTION>
                                                                  Fiscal 2002      Fiscal 2002
                                                  Fiscal 2001      workforce    facility closings
                                                    actions       reductions        and other          Total
                                                    -------       ----------        ---------          -----
<S>                                               <C>             <C>            <C>                <C>
Charged to costs and expenses.................    $    2,667
Cash payments.................................        (1,943)
Restructuring balance, September 30, 2001.....          724       $     ---      $       ---        $     724
Charged to costs and expenses.................           65           2,923               97            3,085
Cash payments.................................         (789)         (2,225)             (13)          (3,027)
                                                  ----------      ----------     ------------       ----------
Restructuring balance, September 30, 2002.....    $     ---       $     698      $        84        $     782
                                                  =========       =========      ===========        =========
</TABLE>


In addition, the Company assumed approximately $7.8 million of restructuring 
reserves from Alpha in connection with the Merger. On September 27, 2002 this 
balance was $6.7 million and substantially all amounts accrued are expected to 
be paid within one year.
                                       62

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


NOTE 12           RELATED PARTY TRANSACTIONS

Historically, a significant portion of Conexant's semiconductor product assembly
and test function has been performed by the Mexicali Operations. In addition,
Conexant has purchased certain semiconductor products from the Newbury Park
wafer fabrication facility included in Conexant's wireless business. Revenues
and related costs of goods sold for products manufactured in the Newbury Park
wafer fabrication facility and assembled and tested by the Mexicali Operations
for Conexant have been separately presented in the combined statements of
operations.

The Company has entered into various agreements with Conexant providing for the
supply of gallium arsenide wafer fabrication and assembly and test services to
Conexant, initially at substantially the same volumes as historically obtained
by Conexant from Washington/Mexicali. The Company has also entered into
agreements with Conexant providing for the supply to the Company of transition
services by Conexant and silicon-based wafer fabrication services by Jazz
Semiconductor, Inc., the Newport Beach, California foundry joint venture between
Conexant and The Carlyle Group to which Conexant contributed its Newport Beach
wafer fabrication facility. Historically, Washington/Mexicali has obtained a
portion of its silicon-based semiconductors from the Newport Beach wafer
fabrication facility. Pursuant to the supply agreement with Conexant, the
Company is initially obligated to obtain certain minimum volume levels from Jazz
Semiconductor based on a contractual agreement between Conexant and Jazz
Semiconductor. Our expected minimum purchase obligations under this supply
agreement are anticipated to be approximately $64 million, $39 million and $13
million in fiscal 2003, 2004 and 2005, respectively. The Company estimates that
its minimum purchase obligation under this agreement will result in excess costs
of approximately $5.1 million and has recorded this liability and charged to
cost of sales in fiscal 2002.

Under transition services agreements with Conexant entered into in connection
with the Merger, Conexant will continue to perform various research and
development services for the Company at actual cost generally until December 31,
2002, unless the parties otherwise agree. To the extent the Company uses these
services subsequent to the expiration of the specified term, the pricing is
subject to negotiation.

NOTE 13           SEGMENT INFORMATION

The Company operates in one business segment, which designs, develops,
manufactures and markets proprietary semiconductor products and system solutions
for manufacturers of wireless communication products.

The Company has adopted SFAS No. 131, "Disclosures About Segments of an
Enterprise and Related Information." SFAS No. 131 establishes standards for the
way public business enterprises report information about operating segments in
annual financial statements and in interim reports to shareholders. The method
for determining what information to report is based on the way that management
organizes the segments within the Company for making operating decisions and
assessing financial performance. In evaluating financial performance, management
uses sales and operating profit as the measure of the segments' profit or loss.
Based on the guidance in SFAS No. 131, the Company has one operating segment for
financial reporting purposes.

Geographic Information

Net revenues from customers other than Conexant by geographic area are presented
based upon the country of destination. Net revenues from customers other than
Conexant by geographic area are as follows (in thousands):


<TABLE>
<CAPTION>
                                                  YEARS ENDED SEPTEMBER 30,
                                            ------------------------------------
                                              2002          2001          2000
                                            --------      --------      --------
<S>                                         <C>           <C>           <C>
   United States .....................      $ 32,760      $ 18,999      $ 32,726
   Other Americas ....................         4,615         5,455         8,146
                                            --------      --------      --------
           Total Americas ............        37,375        24,454        40,872

  South Korea ........................       237,681       142,459       167,269
  Other Asia-Pacific .................       114,974        23,898        46,255
                                            --------      --------      --------
           Total Asia-Pacific ........       352,655       166,357       213,524

  Europe, Middle East and Africa .....        28,314        24,691        58,587
                                            --------      --------      --------
                                            $418,344      $215,502      $312,983
                                            ========      ========      ========
</TABLE>



                                       63

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


Long-lived assets principally consist of property, plant and equipment, goodwill
and intangible assets. Long-lived assets by geographic area are as follows (in
thousands):


<TABLE>
<CAPTION>
                                                          SEPTEMBER 30,
                                                --------------------------------
                                                   2002                  2001
                                                ----------            ----------
<S>                                             <C>                   <C>
Assets
  United States ....................            $1,063,163            $   44,539
  Mexico ...........................                52,730               126,730
  Canada ...........................                   387                58,373
  Other ............................                 3,236                 1,285
                                                ----------            ----------
                                                $1,119,516            $  230,927
                                                ==========            ==========
</TABLE>


NOTE 14           QUARTERLY FINANCIAL DATA (UNAUDITED)


<TABLE>
<CAPTION>
(In thousands, except per share data)

                                FIRST           SECOND            THIRD          FOURTH
                               QUARTER          QUARTER          QUARTER         QUARTER         YEAR
=========================================================================================================
<S>                          <C>              <C>              <C>              <C>            <C>
FISCAL 2002
  Sales ................     $    93,760      $   100,356      $   112,980      $ 150,673      $ 457,769
  Gross profit .........          15,954           29,433           20,063         60,711        126,161
  Net loss .............         (34,297)         (18,339)        (181,945)        (1,483)      (236,064)
  Per share data (1)
      Net loss basic ...              --               --            (1.33)         (0.01)         (1.72)
      Net loss diluted .              --               --            (1.33)         (0.01)         (1.72)

FISCAL 2001
  Sales ................     $    85,496      $    57,503      $    51,045      $  66,407      $ 260,451
  Gross profit .........          (7,020)         (46,426)         (12,414)        14,808        (51,052)
  Net loss .............         (53,964)        (100,160)        (142,425)       (22,375)      (318,924)

=========================================================================================================
</TABLE>


      (1)   Earnings per share calculations for each of the quarters are based
            on the weighted average number of shares outstanding and included
            common stock equivalents in each period. Prior to the Merger with
            Alpha Industries, Inc., Conexant's wireless business had no separate
            capitalization, therefore a calculation cannot be performed for
            weighted average shares outstanding to then calculate earnings per
            share.


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<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


NOTE 15 SUBSEQUENT EVENT

On November 13, 2002, the Company successfully closed a private placement of
$230 million of 4.75 percent convertible subordinated notes due 2007. These
notes can be converted into 110.4911 shares of common stock per $1,000 principal
balance, which is the equivalent of a conversion price of approximately $9.05
per share. The net proceeds from the note offering were principally used to
prepay debt owed to Conexant under a financing agreement entered into with
Conexant immediately following the Merger. The payments to Conexant retired $105
million of the $150 million note relating to the purchase of the Mexicali
Operations and repaid the $65 million principal amount outstanding as of
November 13, 2002 under the loan facility, dissolving the $100 million facility
and resulting in the release of Conexant's security interest in all assets and
properties of the Company.

In connection with the prepayment by the Company of $105 million of the $150
million note owed to Conexant relating to the purchase of the Mexicali
Operations, the remaining $45 million principal balance on the note was
exchanged for new 15% convertible debt securities with a maturity date of June
30, 2005. These notes can be converted into the Company's common stock at a
conversion rate based on the applicable conversion price, which is subject to
adjustment based on, among other things, the market price of the Company's
common stock. Based on this adjustable conversion price, the Company expects
that the maximum number of shares that could be issued under the note is
approximately 7.1 million shares, subject to adjustment for stock splits and
other similar dilutive occurrences.

In addition to the retirement of $170 million in principal amount of
indebtedness owing to Conexant, the Company also retained approximately $53
million of net proceeds of the private placement to support its working capital
needs.


I
TEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
       DISCLOSURE

Alpha's independent accountant was KPMG LLP ("KPMG") and Washington/Mexicali's
independent accountant was Deloitte & Touche LLP ("Deloitte & Touche"). KPMG has
continued to serve as the Company's independent accountant after consummation of
the Merger. Because the Merger is being accounted for as a reverse acquisition,
the financial statements of Washington/Mexicali constitute the financial
statements of the Company as of the consummation of the Merger. Therefore, upon
the consummation of the Merger on June 25, 2002, there was a change in the
independent accountant for the Company's financial statements from Deloitte &
Touche to KPMG, and accordingly, Deloitte & Touche was dismissed as the
Company's independent accountant.

The reports of Deloitte & Touche on Washington/Mexicali's financial statements
for the fiscal years ended September 30, 2000 and 2001 did not contain an
adverse opinion or a disclaimer of opinion, nor were such reports qualified or
modified as to uncertainty, audit scope or accounting principles. The decision
to change accountants was approved by the Board of Directors.

During Washington/Mexicali's fiscal years ended September 30, 2000 and September
30, 2001 and through the subsequent interim period to June 25, 2002,
Washington/Mexicali did not have any disagreement with Deloitte & Touche on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure that, if not resolved to Deloitte & Touche's
satisfaction, would have caused Deloitte & Touche to make reference to the
subject matter of the disagreement in connection with its report. During that
time, there were no "reportable events" as set forth in Item 304(a)(1)(v)(A)-(D)
of Regulation S-K ("Regulation S-K") adopted by the SEC.

KPMG (or its predecessors) has been the Alpha's independent accountant since
1975 and Alpha has regularly consulted KPMG (or its predecessors) since that
time. Washington/Mexicali, as the continuing reporting entity for accounting
purposes, has not consulted KPMG during Washington/Mexicali's last two fiscal
years and through the interim period to June 25, 2002 regarding any of the
matters specified in Item 304(a)(2) of Regulation S-K.


                                       65


<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries



                                    PART III


ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following table sets forth certain information with respect to our directors
and executive officers during fiscal 2002:


<TABLE>
<S>                                  <C>     <C>
      Dwight W. Decker (3)           52      Chairman of the Board
      David J. Aldrich (3)           45      President, Chief Executive Officer and Director
      Paul E. Vincent                55      Vice President, Treasurer, Secretary and Chief Financial Officer
      Kevin D. Barber                42      Senior Vice President, Operations
      Liam K. Griffin                36      Vice President, Sales and Marketing
      George M. LeVan                56      Vice President, Human Resources
      Donald R. Beall (2)            63      Director
      Moiz M. Beguwala (2)           56      Director
      Timothy R. Furey (2)           44      Director
      Balakrishnan S. Iyer (1)       46      Director
      Thomas C. Leonard (1)          68      Director
      David J. McLachlan (3)         64      Director
</TABLE>


(1) Class I Director whose term expires at the 2002 Annual Meeting of our
Stockholders

(2) Class II Director whose term expires at the 2003 Annual Meeting of our
Stockholders

(3) Class III Director whose term expires at the 2004 Annual Meeting of our
Stockholders

DWIGHT W. DECKER, age 52, has been Chairman of the Board since June 2002. Mr.
Decker has also served as chairman of the board and Chief Executive Officer of
Conexant since November 1998. He served as senior vice president of Rockwell
International Corporation (electronic controls and communications) and
president, Rockwell Semiconductor Systems from July 1998 to December 1998;
Senior Vice President of Rockwell and president, Rockwell Semiconductor Systems
(now Conexant) and Electronic Commerce from March 1997 to July 1998; and
President, Rockwell Semiconductor Systems from October 1995 to March 1997. Mr.
Decker has been a director of Conexant since its incorporation in 1996.

DAVID J. ALDRICH, age 45, has served as Chief Executive Officer, President and
Director since April 2000. From September 1999 to April 2000, Mr. Aldrich served
as President and Chief Operating Officer. From May 1996 to May 1999, when he was
appointed Executive Vice President, Mr. Aldrich served as Vice President and
General Manager of the semiconductor products segment. Mr. Aldrich joined us in
1995 as our Vice President, Chief Financial Officer and Treasurer. From 1989 to
1995, Mr. Aldrich held senior management positions at M/A-COM, Inc., a developer
and manufacturer of radio frequency and microwave semiconductors, components and
IP networking solutions, including Manager Integrated Circuits Active Products,
Corporate Vice President Strategic Planning, Director of Finance and
Administration and Director of Strategic Initiatives with the Microelectronics
Division.

PAUL E. VINCENT, age 55, joined us as Controller in 1979 and has been Vice
President and Chief Financial Officer since January 1997. Mr. Vincent was
elected Secretary in September 1999. Prior to joining us, Mr. Vincent worked at
Applicon Incorporated and, prior to that, Arthur Andersen & Co. Mr. Vincent is a
CPA.

KEVIN D. BARBER, age 42, has served as Senior Vice President, Operations since
June 2002. Mr. Barber served as Senior Vice President, Operations of Conexant
from February 2001 to June 2002; Vice President, Internal Manufacturing from
August 2000 to February 2001; Vice President, Device Manufacturing from March
1999 to August 2000; Vice President, Strategic


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<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


Sourcing from November 1998 to March 1999; and Director, Material Sourcing of
Rockwell Semiconductor Systems (now Conexant) from May 1997 to November 1998.

LIAM K. GRIFFIN, age 36, has served as Vice President, Sales and Marketing since
August 2001. Previously, Mr. Griffin was employed by Vectron International, a
division of Dover Corp., as Vice President of Worldwide Sales from 1997 to 2001,
and as Vice President of North American sales from 1995 to 1997. His prior
experience included positions as a marketing manager at AT&T Microelectronics,
Inc. and product and process engineer at AT&T Network Systems.

GEORGE M. LEVAN, age 56, has served as Vice President, Human Resources since
June 2002. Previously, Mr. LeVan served as Director, Human Resources, from 1991
to 2002 and has managed our human resource department since joining us in 1982.
Prior to 1982, he held human resource positions at Data Terminal Systems, Inc.,
W.R. Grace & Co., Compo Industries, Inc. and RCA.

DONALD R. BEALL, age 63, has been a Director since June 2002. He served as a
director of Rockwell International Corporation from February 1978 to February
2001. He was Chairman of the Board of Rockwell from February 1988 to February
1998 and Chief Executive Officer of Rockwell from February 1988 to September
1997. Mr. Beall has also been a director of Conexant since 1998 and of Rockwell
Collins, Inc., an avionics and communications company since June 2001. In
addition to being a director of Rockwell Collins and Conexant, Mr. Beall is a
director of The Procter & Gamble Company and a former director of Amoco
Corporation, ArvinMeritor, Inc., Rockwell and The Times Mirror Company. He is a
trustee of California Institute of Technology, a member of the Foundation Board
of Trustees at the University of California, Irvine and an overseer of the
Hoover Institution. He is also a member of The Business Council and numerous
professional, civic and entrepreneurial organizations.

MOIZ M. BEGUWALA, age 56, has been a Director since June 2002. He is an
executive employee of Conexant. He served as Senior Vice President and General
Manager Wireless Communications of Conexant from January 1999 to June 2002.
Prior to Conexant's spin-off from Rockwell International Corporation, Mr.
Beguwala served as Vice President and General Manager Wireless Communications
Division, Rockwell Semiconductor Systems, Inc. from October 1998 to December
1998; Vice President and General Manager Personal Computing Division, Rockwell
Semiconductor Systems, Inc. from January 1998 to October 1998; and Vice
President, Worldwide Sales, Rockwell Semiconductor Systems, Inc. from October
1995 to January 1998.

TIMOTHY R. FUREY, age 44, has been a Director since 1998. He also serves as
chief executive officer of MarketBridge, a privately-owned sales and marketing
strategy and technology professional services firm, since 1991. Prior to 1991,
Mr. Furey held a variety of consulting positions with Boston Consulting Group,
Strategic Planning Associates, Kaiser Associates and the Marketing Science
Institute.

BALAKRISHNAN S. IYER, age 46, has been a Director since June 2002. He also has
served as Senior Vice President and Chief Financial Officer of Conexant since
December 1998 and as a director of Conexant since February 2002. Prior to
joining Conexant, Mr. Iyer served as senior vice president and chief financial
officer of VLSI Technology Inc. Prior to that, he was corporate controller for
Cypress Semiconductor Corp. and Director of Finance for Advanced Micro Devices.

THOMAS C. LEONARD, age 68, has been a Director since August 1996. From April
2000 until June 2002 he served as Chairman of the Board. From September 1999 to
April 2000, he served as Chief Executive Officer. From July 1996 to September
1999, he served as President and Chief Executive Officer. Mr. Leonard joined us
in 1992 as a Division General Manager and was elected a Vice President in 1994.
Mr. Leonard has over thirty years' experience in the microwave industry, having
held a variety of executive and senior level management and marketing positions
at M/A-COM, Inc., Varian Associates, Inc. and Sylvania. Mr. Leonard is a
director of the Massachusetts Telecommunications Council.

DAVID J. MCLACHLAN, age 64, has been a Director since 2000. He also was the
Executive Vice President and Chief Financial Officer of Genzyme Corporation, a
biotechnology company, from 1989 to 1999. Mr. McLachlan is currently a senior
adviser to Genzyme's chairman and chief executive officer. Prior to joining
Genzyme, Mr. McLachlan served as Vice President, Finance of Adams-Russell
Company, an electronic component supplier and cable television franchise owner.
Mr. McLachlan also serves on the boards of directors of Dyax Corporation, a
biotechnology company, and HEARx, Ltd., a hearing care services company.


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<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16 (a) of the Securities Exchange Act of 1934, as amended, requires the
Company's directors and executive officers to file reports of holdings and
transactions of securities of the Company with the SEC. Based on Company
records, and other information, the Company believes that all SEC filing
requirements applicable to its directors and executive officers with respect to
the Company's fiscal year ended September 27, 2002 were met, except that (i)
George M. LeVan, upon his appointment as an executive officer of the Company,
failed to timely file one Form 3, and (ii) Dwight W. Decker, the Chairman of the
Board, filed an amended Form 3 to disclose ownership of certain options to
purchase shares of the Company's common stock that were not reflected on his
original Form 3.


ITEM 11 EXECUTIVE COMPENSATION

                       COMPENSATION OF EXECUTIVE OFFICERS

The following table presents information about total compensation received
during the last three completed fiscal years by the Chief Executive Officer and
the four next most highly compensated persons serving as executive officers for
the periods indicated, except as noted in the footnotes below (the "Named
Executives").

SUMMARY COMPENSATION TABLE


<TABLE>
<CAPTION>
                                                                                       LONG-TERM COMPENSATION
                                                                                               AWARDS
                                                   ANNUAL COMPENSATION                RESTRICTED     SECURITIES
NAME AND PRINCIPAL                         FISCAL                                      STOCK         UNDERLYING      ALL OTHER
POSITION                                  YEAR (1)      SALARY          BONUS         AWARDS (#)     OPTION (#)   COMPENSATION (2)
                                          --------      ------          -----         ----------     ----------   ----------------
<S>                                       <C>          <C>            <C>             <C>            <C>          <C>
David J. Aldrich ....................      2002-S      $174,462       $     --               --        475,000
President and Chief Executive Officer       2002       $351,154       $     --               --        160,000       $  8,922
                                            2001       $336,615       $     --               --        150,000       $  8,550
                                            2000       $278,269       $284,800               --        120,000       $  6,839

Kevin D. Barber .....................      2002(3)     $253,846       $     --               --         84,552       $  7,685
Senior Vice President, Operations ...      2001(3)     $232,766       $ 74,850               --         14,304       $ 26,711(4)
                                           2000(3)     $185,099       $     --               --         12,280       $  6,345

Liam K. Griffin .....................      2002-S      $115,885       $     --               --        100,000
Vice President, Sales and Marketing .       2002       $130,039       $ 25,000 (5)           --        100,000       $  1,062

Richard Langman .....................      2002-S      $118,728       $     --               --         60,000
Vice President, Ceramic Products and        2002       $244,731       $     --               --         45,000       $  7,369
President of Trans-Tech, Inc. .......       2001       $223,846                              --         42,000       $  5,169
                                            2000       $223,269       $    173,000           --         20,000       $ 63,620(6)

Paul E. Vincent .....................      2002-S      $112,431       $     --               --         90,000
Vice President and ..................       2002       $226,385       $     --               --         50,000       $  8,956
Chief Financial Officer .............       2001       $217,462       $     --               --         60,000       $  9,681
                                            2000       $190,192       $186,400               --         50,000       $  8,571
</TABLE>


(1)   References to 2002-S refer to the period beginning March 29, 2002 and
      ending September 27, 2002. References to the Company's 2002, 2001 and 2000
      fiscal years refer to the fiscal years of Alpha ended March 31, 2002,
      April 1, 2001 and April 2, respectively. In connection with the Merger on
      June 25, 2002, the Company changed its fiscal year-end from the Sunday
      closest to March 31 to the Friday closest to September 30.


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<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


(2)   "All Other Compensation" includes service awards and the Company's
      contributions to the executive officer's 401(k) plan account (including
      contributions for the fourth quarter of each fiscal year, which were
      included in the year of accrual but not distributed until the subsequent
      fiscal year).

(3)   Mr. Barber joined the Company as an executive officer in connection with
      the Merger on June 25, 2002. Prior to June 25, 2002, Mr. Barber was an
      executive officer of Washington/Mexicali. References to the fiscal year
      for Mr. Barber refer to the fiscal year of Skyworks ending September 27,
      2002 and the prior fiscal years of Washington/Mexicali ended September
      2001, and September 2000.

(4)   Includes Washington/Mexicali's and Skyworks' contributions to the
      executive officer's 401(k), and a $21,154 cashout of accrued vacation.

(5)   In connection with his joining the Company in July 2001, Mr. Griffin
      received a sign-on bonus and a grant of Company stock options.

(6)   Includes $42,384 for relocation expenses paid to Mr. Langman during 2000.


The following tables provide information about stock options granted and
exercised by each of the Named Executives in fiscal 2002 and the value of
options held by each at September 27, 2002:

                        OPTION GRANTS IN LAST FISCAL YEAR


<TABLE>
<CAPTION>
                      Number of    Percent of                                    Potential Realizable
                     Securities     Total                                          Value at Assumed
                     Underlying    Options         Exercise                      Annual Rates of Stock
                      Options     Granted to       or Base                      Price Appreciation for
                      Granted    Employees in       Price       Expiration           Option Term
Name                    (#)       Fiscal Year    ($ / Share)       Date            5%             10%
----                    ---       -----------    -----------       ----            --             ---
<S>                  <C>         <C>             <C>            <C>            <C>             <C>
David J. Aldrich      175,000          5.13           $12.65     4/25/2012     $1,392,215      $3,528,147
                      300,000          8.80           $ 4.99     6/26/2012     $  941,455      $2,385,832
Kevin D. Barber        75,000          2.20           $ 4.99     6/26/2012     $  235,364      $  596,458
Liam K. Griffin        50,000          1.47           $12.65     4/25/2012     $  397,776      $1,008,042
                       50,000          1.47           $ 4.99     6/26/2012     $  156,909      $  397,639
Richard Langman        45,000          1.32           $12.65     4/25/2012     $  357,998      $  907,238
                       15,000          0.44           $ 4.99     6/26/2012     $   47,073      $  119,292
Paul E. Vincent        50,000          1.47           $12.65     4/25/2012     $  397,776      $1,008,042
                       40,000          1.17           $ 4.99     6/26/2012     $  125,527      $  318,111
</TABLE>


The options vest at a rate of 25% per year commencing one year after the date of
grant, provided the holder of the option remains employed by the Company.
Options may not be exercised beyond three months after the holder ceases to be
employed by the Company, except in the event of termination by reason of death,
retirement or permanent disability, in which event the option may be exercised
for specific periods not exceeding one year following termination. The assumed
annual rates of stock price appreciation stated in the table are dictated by
regulations of the Securities and Exchange Commission, and are compounded
annually for the full term of the options; actual outcomes may differ.


                                       69

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES


<TABLE>
<CAPTION>
                                                        Number of Securities              Value of Unexercised
                        Shares                               Underlying                       In-The-Money
                      Acquired On       Value          Unexercised Options at                  Options at
                       Exercise       Realized         September 27, 2002 (#)             September 27, 2002 ($)
                                                    ---------------------------        ----------------------------
                         (#)            ($)         Exercisable   Unexercisable        Exercisable    Unexercisable
                         ---            ---         -----------   -------------        -----------    -------------
<S>                   <C>            <C>              <C>            <C>                <C>            <C>      
David J. Aldrich             --      $      --        256,000        733,000            $ 116,736      $  14,670
Kevin D. Barber              --      $      --         44,694        126,609            $      --      $      --
Liam K. Griffin              --      $      --         25,000        175,000            $      --      $      --
Richard Langman              --      $      --        156,250        122,750            $ 272,000      $      --
Paul E. Vincent              --      $      --         88,500        189,500            $  52,704      $  11,736
</TABLE>


The values of unexercised options in the foregoing table are based on the
difference between the $4.77 closing price of Skywork's common stock at
September 27, 2002, the end of the 2002 fiscal year, on the Nasdaq National
Market, and the respective option exercise price.

EXECUTIVE COMPENSATION

Our executives are eligible for awards of nonqualified stock options, incentive
stock options and restricted stock awards under our applicable stock option
plans. These stock options plans are administered by the Compensation Committee
of the Board of Directors. Generally, the exercise price at which an executive
may purchase Skyworks' common stock pursuant to a stock option is the fair
market value of Skyworks' common stock on the date of grant. Stock options are
granted subject to restrictions on vesting, with equal portions of the total
grant generally vesting over a period of four years. Our stock options are
subject to forfeiture (after certain grace periods) upon termination of
employment, retirement, disability or death. Restricted stock awards involve the
issuance of shares of common stock which may not be transferred or otherwise
encumbered, subject to certain exceptions, for varying amounts of time, and
which will be forfeited, in whole or in part, if the executive terminates his or
her employment with Skyworks. No restricted stock awards were made in fiscal
2002; stock option grants to the Named Executives during the fiscal year are
discussed above under the caption "Option Grants in Last Fiscal Year".

Senior executives of the Company are also eligible to receive target incentive
compensation under which a percentage of each executive's total cash
compensation is tied to the accomplishment of specific financial objectives
during the 2002 fiscal year. As a result of a challenging economic and business
environment during the fiscal year, the Company did not achieve the annual
performance targets set by the Board of Directors, and no incentive bonuses were
paid to senior executives with respect to fiscal 2002. Senior executives also
may participate in the Company's Executive Compensation Plan (the "Executive
Compensation Plan"), an unfunded, non-qualified deferred compensation plan,
under which participants may defer a portion of their compensation. Deferred
amounts are held in a trust. Participants defer recognizing taxable income on
the amount held for their benefit until the amounts are paid. The Company, in
its sole discretion, may make additional contributions to the accounts of
participants. Participants normally receive the deferred amounts upon
retirement. Special rules are provided for distributions in the case of a
participant's death or disability, a change in control of the Company, early
retirement, and unforeseen emergencies. The Named Executives each participated
in the Executive Compensation Plan during the 2002 fiscal year. The Company did
not make any discretionary contributions to their accounts during fiscal 2002.


                                       70

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries

             COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors is responsible for
developing and making recommendations with respect to executive compensation.
The Compensation Committee determines the compensation to be paid to the Chief
Executive Officer of Skyworks and each of the Company's executives who report
directly to him (the "Senior Executives").

The objective of the Compensation Committee in determining the type and amount
of executive compensation is to provide a level of compensation that allows
Skyworks to attract and retain superior talent, to achieve its business
objectives, and to align the financial interests of the Senior Executives with
the stockholders of Skyworks. The elements of compensation for the Senior
Executives are base salary, short-term cash incentives, long-term stock-based
incentives and retirement plans.

Compensation for Skyworks' Chief Executive Officer and the other Senior
Executives, including salary and short- and long-term incentives, is established
at levels competitive with the compensation of comparable executives in similar
companies. The Compensation Committee periodically utilizes studies from
independent compensation experts on executive compensation in comparable high
technology and semiconductor companies. Based on these studies, the Compensation
Committee establishes base salaries, and target incentive bonuses and stock
option compensation, so as to set the combined value near the median of the
range indicated by the studies. In establishing individual compensation, the
Compensation Committee considers the individual experience and performance of
the executive, as well as the performance of Skyworks. The Compensation
Committee also considers the recommendations of the Chief Executive Officer
regarding the salaries of the other Senior Executives.

Short-term incentive compensation for each Senior Executive is established
annually by the Compensation Committee, by tying a portion of each Senior
Executive's total cash compensation to the accomplishment of specific financial
objectives. The Compensation Committee established aggressive forward-looking
incentive targets for Skyworks' Senior Executives for fiscal 2002. As a result
of a challenging business environment in that time period, the Company did not
achieve these targets. Taking this and other factors into account, no short-term
incentive compensation was awarded to Skyworks' Senior Executives for fiscal
2002.

Long-term, stock-based compensation has been provided to Senior Executives under
Skyworks' long-term incentive plan ("the LTIP"). Under the LTIP, the
Compensation Committee has, in the past, awarded nonqualified stock options, and
incentive stock options. It also has the ability to offer restricted stock
awards. Restricted stock awards involve the issuance of shares of common stock
that may not be transferred or otherwise encumbered, subject to certain
exceptions, for varying amounts of time, and which will be forfeited, in whole
or in part, if the employee terminates his or her employment with Skyworks.
These programs are intended to tie the value of the Senior Executive's
compensation to the long-term value of Skyworks' common stock.

Skyworks also permits executives and other employees to purchase Skyworks common
stock at a discount through the Company's Employee Stock Purchase Plan.
Skyworks' executives may also participate in the Company's 401(k) Plan, under
which Skyworks' employer contribution has in recent years been made in the form
of Skyworks common stock.

The stock ownership afforded under the LTIP, the Employee Stock Purchase Plan
and the 401(k) Plan encourages Skyworks' executives to acquire, long-term stock
ownership positions, and helps to align the executives' interests with
stockholders' interests.

A final component of executive compensation provides executives with a means to
defer recognition of income. Executives designated by the Compensation Committee
may participate in the Skyworks Executive Compensation Plan, which is discussed
under "Executive Compensation Plan" in the Proxy Statement.

The Compensation Committee established the compensation of Mr. Aldrich,
President and Chief Executive Officer, under the same criteria used to determine
the compensation of the other Senior Executives, as described above. Mr.
Aldrich's compensation was linked to Skyworks' performance during the fiscal
year by structuring a substantial portion of his compensation in the form of
stock options and a target incentive bonus based on the accomplishment of
specific financial objectives. Mr. Aldrich's total compensation plan for fiscal
2002 was in the middle range of those for chief executive officers of similar
companies, according to studies prepared by independent compensation
consultants. During fiscal 2002, Mr. Aldrich received a salary of $360,000 and
options to purchase 475,000 shares of common stock at the fair market value of
Skyworks common stock on the dates of the option grants. As a result of the
challenging business environment that persisted during the fiscal year, Skyworks
did not exceed the performance targets that the Board had established in Mr.
Aldrich's compensation plan, and no incentive bonus was awarded to Mr. Aldrich
for fiscal 2002.

Section 162(m) of the Internal Revenue Code limits the tax deductibility by a
publicly held corporation of compensation in excess of $1 million paid to
certain of its executive officers. However, this deduction limitation does not
apply to certain "qualified performance-based compensation" within the meaning
of the Internal Revenue Code and the regulations promulgated thereunder. The
Compensation Committee has considered the limitations on deductions imposed by
Section 162(m), and it is The Compensation Committee's intention to structure
executive compensation to minimize the application of the deduction limitations
of Section 162(m) insofar as consistent with the Compensation Committee's
overall compensation objectives.

Based on the recommendations of the Compensation Committee, Skyworks has entered
into severance agreements with certain Senior Executives. Such agreements do not
guarantee salary, position or benefits, but provide salary continuation and
other benefits in the event of a termination after a change in control or
certain other terminations, as described under the heading "Employment and
Severance Agreements" in this Form 10-K.

                                    THE COMPENSATION COMMITTEE
                                    Donald R. Beall, Chairman
                                    Timothy Furey


<PAGE>
COMPENSATION OF DIRECTORS

Directors who are not employees of Skyworks are paid a quarterly retainer of
$7,500 plus an additional $1,000 for each Board meeting attended in person or
$500 for each Board meeting attended by telephone. Directors who serve as
chairman of a committee of the Board of Directors receive an additional
quarterly retainer of $625, and those who serve on a committee but are not
chairman receive an additional quarterly retainer of $312.50. In addition, each
new non-employee director receives an option to purchase 45,000 shares of common
stock immediately following the earlier of Skyworks' Annual Meeting of
Stockholders at which the director is first elected by the stockholders or
following his initial appointment by the Board of Directors. In addition,
following each Annual Meeting of Stockholders each director who is continuing in
office or re-elected receives an option to purchase 15,000 shares of common
stock. The exercise price of stock options granted to directors is the fair
market value on the day of grant. During fiscal 2001 and prior years, option
grants to directors were made from the 1994 and 1997 Non-Qualified Stock Option
Plans for Non-Employee Directors. Stock option grants to directors for fiscal
2002 were made under the 2001 Directors' Stock Option Plan. Non-employee
directors of the Company are also eligible to receive option grants under the
Company's 1996 Long-Term Incentive Plan.

In connection with the Merger and their appointment to the Board of Directors,
each of Messrs. Beall, Beguwala, Decker and Iyer were granted an option to
purchase 45,000 shares of common stock on June 25, 2002 at the fair market value
thereof under our Directors' 2001 Stock Option Plan.

In connection with the Merger and their continued service on the Board of
Directors, each of Messrs. Furey, Leonard and McLachlan were granted an option
to purchase 45,000 shares of common stock on August 1, 2002 at the fair market
value thereof under our 1996 Long-Term Incentive Plan. Messrs. Furey, Leonard
and McLachlan were not granted any options to purchase shares of common stock
under our Directors' 2001 Stock Option Plan during the fiscal year ended
September 27, 2002.

EMPLOYMENT AND SEVERANCE AGREEMENTS

The Company does not have any employment agreements with any of the Named
Executives. The Company has severance agreements with the Messrs. Aldrich,
Langman and Vincent under which each is entitled to receive various benefits in
the event that his employment is terminated within two years after a change in
control of Alpha, or if his employment is terminated by Alpha at any time
without good cause. In these cases, the officer will receive two years of salary
continuation, and all of the officer's stock options will vest immediately. Mr.
Aldrich's severance agreement provides that he is also entitled to various
benefits in the event he voluntarily terminates his employment for certain
reasons. The term of these agreements is indefinite.

STOCK PERFORMANCE GRAPH

The following graph shows the change in Skyworks' cumulative total stockholder
return for the last five fiscal years, based upon the market price of Skyworks'
common stock, compared with: (i) the cumulative total return on the Standard &
Poor's 500 Index and (ii) the Standard & Poor's 500 Semiconductor Index. The
graph assumes a total initial investment of $100 as of September 27, 1997, and
shows a "Total Return" that assumes reinvestment of dividends, if any, and is
based on market capitalization at the beginning of each period.

                     [TOTAL SHAREHOLDER RETURNS LINE GRAPH]


                                       71

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


ANNUAL RETURN PERCENTAGE TABLE


<TABLE>
<CAPTION>
                                                          Years Ended September 30,
       Company/Index                      1998         1999         2000          2001       2002
       -------------                      ----         ----         ----          ----       ----
<S>                                       <C>          <C>          <C>          <C>        <C>
       Skyworks Solutions, Inc.           (38.5)        643.8         20.8       (43.1)     (76.6)
       S&P 500 Index                       (9.1)         27.8         13.3       (26.6)     (20.5)
       S&P 500 Semiconductors             (13.3)         93.5         31.3       (60.1)     (36.4)
</TABLE>


INDEXED RETURNS TABLE


<TABLE>
<CAPTION>
                                                            Years Ended September 30,
      Company/Index                    Base Period
                                           1997        1998      1999      2000       2001      2002
                                           ----        ----      ----      ----       ----      ----
<S>                                        <C>        <C>       <C>       <C>         <C>       <C>
      Skyworks Solutions, Inc.             100         61.5     457.4     552.4       314.1     73.5
      S&P 500 Index                        100        109.1     139.4     157.9       115.9     92.1
      S&P 500 Semiconductors               100         86.7     167.8     220.2        86.5     55.0
</TABLE>


The stock price information shown on the above stock performance graph, annual
return percentage table and indexed returns table are not necessarily indicative
of future price performance. Information used on the graph and in the tables was
obtained from Standard & Poor's, a source believed to be reliable, but the
Company is not responsible for any errors or omissions in such information.

Skyworks' common stock is traded on the Nasdaq National Market under the symbol
"SWKS". Prior to June 25, 2002 Skyworks' common stock was traded on the Nasdaq
National Market under the symbol "AHAA".

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee of the Board of Directors consists of Mr. Beall and
Mr. Furey, each of whom are outside directors. No member of this committee was
at any time during the past fiscal year an officer or employee of the Company,
was formerly an officer of the Company or any of its subsidiaries, or had any
employment relationship with the Company. During the last fiscal year, none of
the Company's executive officers served as:

      -     a member of the compensation committee (or other committee of the
            board of directors performing equivalent functions or, in the
            absence of any such committee, the entire board of directors) of
            another entity, one of whose executive officers served on the
            Compensation Committee of the Company;

      -     a director of another entity one of whose executive officers served
            on the Compensation Committee of the Company; or

      -     a member of the compensation committee (or other committee of the
            board of directors performing equivalent functions or, in the
            absence of any such committee, the entire board of directors) of
            another entity, one of whose executive officers served as a director
            of the Company.



                                       72

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries



ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND 
        RELATED STOCKHOLDER MATTERS

The following table sets forth the beneficial ownership of the Company's common
stock as of December 04, 2002 by the following individuals or entities: (i) each
person who beneficially owns 5% or more of the outstanding shares of the
Company's common stock as of December 4, 2002; (ii) the Named Executives; (iii)
each director and nominee for director; and (iv) all current executive officers
and directors of the Company, as a group.

Beneficial ownership is determined in accordance with the rules of the SEC. As
of December 4, 2002, there were 137,899,732 shares of Skyworks common stock
issued and outstanding.

In computing the number of shares of Company common stock beneficially owned by
a person and the percentage ownership of that person, shares of Company common
stock that will be subject to options held by that person that are currently
exercisable or that are exercisable within 60 days of January 10, 2002 are
deemed outstanding. These shares are not, however, deemed outstanding for the
purpose of computing the percentage ownership of any other person.


<TABLE>
<CAPTION>
                                                            Number of Shares
Names and Addresses of Beneficial Owners (1)             Beneficially Owned (2)    Percent of Class
-----------------------------------------                ----------------------    ----------------
<S>                                                      <C>                       <C>
David J. Aldrich                                              311,224(3)                      (*)
Kevin D. Barber                                                63,888(3)(4)                   (*)
Donald R. Beall                                               469,682(4)(5)                   (*)
Moiz M. Beguwala                                              328,388(4)                      (*)
Dwight W. Decker                                            1,186,578(4)                      (*)
Timothy R. Furey                                               77,250                         (*)
Liam K. Griffin                                                26,954(3)                      (*)
Balakrishnan Iyer                                             300,801(4)                      (*)
Richard Langman                                               169,555                         (*)
Thomas C. Leonard                                             100,951(3)                      (*)
George M. LeVan                                                53,228(3)                      (*)
David J. McLachlan                                             28,850(2)                      (*)
Paul E. Vincent                                               162,563(3)                      (*)
All directors and executive officers as a group             3,279,912(3)(4)(5)              2.38%
</TABLE>


*Less than 1%

      (1)   Each person's address is the address of the Company. Unless
            otherwise noted, shareholders have sole voting and investment power
            with respect to shares, except to the extent such power may be
            shared by a spouse or otherwise subject to applicable community
            property laws.

      (2)   Includes the number of shares of Company common stock that will be
            subject to options held by that person that are currently
            exercisable or exercisable within 60 days of January 10, 2002 (the
            "Current Options"), as follows: Aldrich - 256,000 shares under
            Current Options; Barber - 60,440 shares under Current Options; Beall
            - 246,231 shares under Current Options; Beguwala - 316,348 shares
            under Current Options; Decker - 1,140,218 shares under Current
            Options; Furey - 77,250 shares under Current Options; Griffin -
            25,000 shares under Current Options; Iyer - 295,314 shares under
            Current Options; Leonard - 37,500 shares under Current Options;
            LeVan - 44,384 shares under Current Options; McLachlan - 26,250
            shares under Current Options; Vincent - 88,500 shares under Current
            Options; all directors and executive officers as a group - 2,613,434
            shares under Current Options.

      (3)   Includes shares held in the Company's 401(k) savings plan.

      (4)   Includes shares held in savings plan(s) of Conexant Systems, Inc.,
            and/or Rockwell Automation, Inc., which arose out of the
            distribution in the Merger of Skyworks' shares for shares of
            Conexant Systems, Inc. held in those plans.

      (5)   Excludes 101,151 shares held in trust for Mr. Beall's adult son not
            living in his household for which Mr. Beall disclaims beneficial
            ownership.


                                       73

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


                      EQUITY COMPENSATION PLAN INFORMATION

The Company maintains nine equity compensation plans under which our equity
securities are authorized for issuance to our employees and/or directors: 

-     the 1986 Long-Term Incentive Plan;

-     the 1994 Non-Qualified Stock Option Plan;

-     the 1996 Long-Term Incentive Plan;

-     the 1997 Non-Qualified Stock Option Plan;

-     the 1999 Employee Long-Term Incentive Plan;

-     the Directors' 2001 Stock Option Plan;

-     the Non-Qualified Employee Stock Purchase Plan;

-     the 2002 Employee Stock Purchase Plan; and

-     the Washington Sub, Inc. 2002 Stock Option Plan.

Except for the Non-Qualified Employee Stock Purchase Plan, the 2002 Employee
Stock Purchase Plan, the 1999 Employee Long-Term Incentive Plan and the
Washington Sub, Inc. 2002 Stock Option Plan, each of the foregoing equity
compensation plans was approved by our stockholders. The following table
presents information about these plans as of September 27, 2002.


<TABLE>
<CAPTION>
                                                                                     NUMBER OF SECURITIES
                                                                                    REMAINING AVAILABLE FOR
                                                                                     FUTURE ISSUANCE UNDER
                              NUMBER OF SECURITIES TO       WEIGHTED-AVERAGE          EQUITY COMPENSATION
                              BE ISSUED UPON EXERCISE       EXERCISE PRICE OF          PLANS (EXCLUDING
                              OF OUTSTANDING OPTIONS,     OUTSTANDING OPTIONS,      SECURITIES REFLECTED IN
       PLAN CATEGORY           WARRANTS, AND RIGHTS        WARRANTS AND RIGHTS            COLUMN (A))
       -------------           --------------------        -------------------            -----------

                                        (A)                        (B)                        (C)
                                        ---                        ---                        ---
<S>                           <C>                         <C>                       <C>

Equity compensation
   plans approved by
   security holders........         10,433,271                   $16.90                    1,655,616(1)

Equity compensation
   plans not approved by
   security holders........         20,898,564                   $21.13                   14,274,082(2)

              Total........         31,331,835                   $19.73                   15,929,698
</TABLE>


(1) No further grants will be made under the 1986 Long-Term Incentive Plan, the
    1994 Non-Qualified Stock Option Plan and the 1997 Non-Qualified Stock Option
    Plan.

(2) No further grants may be made under the Washington Sub Inc. 2002 Stock
    Option Plan.

1999 EMPLOYEE LONG-TERM INCENTIVE PLAN

The purposes of the Company's 1999 Employee Long-term Incentive Plan (the "1999
Employee Plan") are (i) to provide long-term incentives and rewards to those
employees of the Company and its subsidiaries, other than officers and
non-employee directors, who are in a position to contribute to the long-term
success and growth of the Company and its subsidiaries, (ii) to assist the
Company in retaining and attracting employees with requisite experience and
ability, and (iii) to associate more closely the interests of such employees
with those of the Company's stockholders. The 1999 Employee Plan provides for
the grant of non-qualified stock options to purchase shares of the Company's
common stock. The term of these options may not exceed ten years. The 1999
Employee Plan contains provisions which permit restrictions on vesting or
transferability, as well as continued exercisability upon a participant's
termination of employment with the Company, of options granted thereunder. The
1999 Employee Plan provides for full acceleration of the vesting of options
granted thereunder upon a "change in control" of the Company, as defined in the
1999 Employee Plan. The Board of Directors generally may amend, suspend or
terminate the 1999 Employee Plan in whole or in part at any time; provided that
any amendment which affects outstanding options be consented to by the holder of
the options.

WASHINGTON SUB, INC. 2002 STOCK OPTION PLAN

The Washington Sub, Inc. 2002 Stock Option Plan (the "Washington Sub Plan")
became effective on June 25, 2002 in connection with the Merger. At the time of
the spin-off of Conexant's wireless business, outstanding Conexant options
granted pursuant to certain Conexant stock incentive plans were adjusted so that
following the spin-off and Merger each holder of a Conexant option held (i)
options to purchase shares of Conexant common stock and (ii) options to purchase
shares of Skyworks common stock. The purpose of the Washington Sub Plan is to
provide a means for the Company to perform its obligations with respect to these
adjusted stock options. The only participants in the Washington Sub Plan are
those persons who, at the time of the Merger, held outstanding options granted
pursuant to certain Conexant stock option plans. No further options to purchase
shares of Skyworks common stock will be granted under the Washington Sub Plan.
The Washington Sub Plan contains a number of sub-plans, which contain terms and
conditions that are applicable to certain portions of the options subject to the
Washington Sub Plan, depending upon the Conexant stock option plan from which
the Skyworks options granted under the Washington Sub Plan were derived. The
outstanding options under the Washington Sub Plan generally have the same terms
and conditions as the original Conexant options from which they are derived.
Most of the sub-plans of the Washington Sub Plan contain provisions related to
the effect of a participant's termination of employment with the Company, if
any, and/or with Conexant on options granted pursuant to such sub-plan. Several
of the sub-plans under the Washington Sub Plan contain specific provisions
related to a change in control of the Company.

NON-QUALIFIED ESPP & 2002 ESPP

The Company also maintains a Non-Qualified Employee Stock Purchase Plan and a
2002 Employee Stock Purchase Plan to provide employees of the Company and
participating subsidiaries with an opportunity to acquire a proprietary interest
in the Company through the purchase, by means of payroll deductions, of shares
of the Company's common stock at a discount from the market price of the common
stock at the time of purchase. The Non-Qualified Employee Stock Purchase Plan is
intended for use primarily by employees of the Company located outside the
United States. Under the plans, eligible employees may purchase common stock
through payroll deductions of up to 10% of compensation. The price per share is
the lower of 85% of the market price at the beginning or end of each six-month
offering period. The Company intends to seek approval for its 2002 Employee
Stock Purchase Plan at its next Annual Meeting of Stockholders.



                                       74

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries



ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Skyworks was formed through the Merger of the wireless communications business
of Conexant, which it spun-off immediately prior to the Merger, with Alpha. The
Merger was completed on June 25, 2002. Immediately following the Merger,
Skyworks purchased the Mexicali Operations from Conexant for an aggregate
purchase price of $150 million. Following the Merger, Alpha changed its
corporate name to Skyworks Solutions, Inc.

In connection with the Merger, Skyworks and Conexant have engaged in various
transactions, including, without limitation, the transactions referred to
elsewhere in this annual report and in the consolidated financial statements and
related notes thereto of Skyworks contained herein. Skyworks also has
established ongoing arrangements and agreements with Conexant, the more
significant of which are described below.

      FINANCING ARRANGEMENTS AND SENIOR NOTES

In connection with our acquisition from Conexant of the Mexicali Operations, we
and certain of our subsidiaries entered into a financing agreement, dated as of
June 25, 2002, with Conexant. Pursuant to the terms of the financing agreement,
in payment for the Mexicali Operations, we and certain of our subsidiaries,
issued short-term promissory notes to Conexant in the aggregate principal amount
of $150 million. In addition, Conexant made a short-term $100 million loan
facility available to us under the financing agreement to fund working capital
and other requirements. $75 million of this facility became available on or
after July 10, 2002, and the remaining $25 million balance of the facility would
have become available if we had more than $150 million of eligible domestic
receivables. Interest on the short-term promissory notes and the loan facility
was payable at a rate of 10% per annum for the first ninety days following June
25, 2002, 12% per annum for the next ninety days and 15% per annum thereafter.
Unless paid earlier at the option of the Company or pursuant to mandatory
prepayment provisions contained in the financing agreement with Conexant, fifty
percent of the principal of the short-term promissory notes would become due on
March 24, 2003 and the remaining fifty percent, as well as the entire principal
amount of any amounts borrowed under the loan facility, would become due on June
24, 2003. There were $30 million of borrowings as of September 27, 2002 under
this facility. The promissory notes and the loan facility were secured by our
assets and properties.

Pursuant to our private placement of $230 million aggregate principal amount of
4.75% convertible subordinated notes due in 2007, which closed on November 12,
2002, we and Conexant entered into a refinancing agreement, and we, certain of
our subsidiaries and Conexant executed an amendment to the original financing
agreement with Conexant, each dated as of November 6, 2002. Pursuant to the
refinancing agreement and the amended financing agreement, of the net cash
proceeds received from the private placement, we paid Conexant (i) $105 million
to prepay, in part, the short-term promissory notes issued to Conexant, leaving
a principal balance of $45 million due on such notes, and (ii) $65 million to
prepay in full and retire the loan facility. Upon retiring the loan facility,
all security interests, liens and mortgages presently held by Conexant on our
assets and properties were released, and the financing agreement with Conexant,
as amended, was terminated.

The remaining $45 million principal amount of the short-term promissory notes
was exchanged for an interim 15% convertible debt security with a maturity date
of June 30, 2005. This debt security was then promptly exchanged for an equal
principle amount of 15% convertible senior subordinated notes due June 30, 2005,
issued under an indenture entered into by us and Wachovia Bank, National
Association, as trustee (the "Senior Notes"). We may redeem the Senior Notes in
whole or in part, at any time after May 12, 2004, subject to a redemption
premium of 3% of the then outstanding principal amount thereof. Under the terms
of the Senior Notes, Conexant has the right to convert the outstanding principal
amount thereof (or any portion thereof) into a number of shares of our common
stock equal to the principal amount of the Senior Notes to be so converted,
divided by the applicable conversion price, as determined pursuant to the terms
of the Senior Notes. Upon maturity, the Senior Notes are payable in shares of
our common stock based on the applicable conversion price as of the maturity
date, although interest on the Senior Notes, as well as the outstanding
principal if certain events of default occur, is payable by us in cash. The
initial conversion price of the Senior Notes is $7.87 per share, subject to
adjustment as follows. In the event that the market price of our common stock is
generally below the applicable conversion price, the holders of the Senior Notes
would be entitled to receive upon conversion of the Senior Notes shares of our
common stock in an amount equal to the principal amount of the Senior Notes
being converted divided by the market price of our common stock, provided that
in no event will the number of shares issued exceed 125% of the number of shares
that the holders would have received at the conversation price. The conversion
price is also subject to adjustment pursuant to anti-dilution provisions.

We also entered into a registration rights agreement with Conexant, which will
provide for the registration under the Securities Act of 1933, as amended, of
the resale by Conexant (or any transferee thereof) of the Senior Notes and the
shares of our common stock underlying the Senior Notes. We have agreed to
maintain the registration statement contemplated by the registration rights
agreement effective and available for use until December 31, 2005, subject to
certain limitations.

      TAX ALLOCATION AGREEMENT

At the time of the Merger, we entered into a tax allocation agreement with
Conexant, which provides for the allocation of all responsibilities, liabilities
and benefits relating to or affecting all forms of taxation between us and our
affiliates and Conexant and its affiliates. In general, Conexant assumed and is
responsible for tax liabilities of the wireless business for periods prior to
the Merger and we assumed and are responsible for tax liabilities of the
wireless business for periods after the Merger. Subsequent to the execution of
the tax allocation agreement, and in connection with the refinancing agreement
and amended financing agreement with Conexant, we entered into a letter
agreement on November 6, 2002 with Conexant that amends the tax allocation
agreement to limit our indemnification obligations under the tax allocation
agreement to a reduced set of circumstances that could trigger such
indemnification. However, the tax allocation agreement continues to provide that
we will be responsible for various other tax obligations and for compliance with
various representations and covenants made under the tax allocation agreement.

      TRANSITION SERVICES AGREEMENT

In connection with the Merger, we entered into a transition services agreement
with Conexant on June 25, 2002 under which we and Conexant will provide to the
other certain specified services, most of which run through December 31, 2002,
subject to extension by mutual agreement. The services provided by Conexant
under the agreement include:

      -     accounting and payroll;

      -     finance and treasury;

      -     engineering and design services;

      -     platform technology and other support for our Newbury Park facility;

      -     human resources;

      -     information technology;


                                       75

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


      -     sales;

      -     other support services, including global trade, shipping, storage
            and logistics services;

      -     manufacturing quality and reliability;

      -     facilities; and

      -     material management and printed wire board assembly services.

In addition, we will provide certain services to Conexant, including services
related to:

      -     engineering and design services for Conexant's broadband access
            products;

      -     human resources;

      -     product testing and package qualification consulting; and

      -     facilities, including environmental consulting services.

The price to be paid by us and Conexant for these services is generally based on
the actual cost of providing such services, including out of pocket expenses.

      INFORMATION TECHNOLOGY SERVICES AGREEMENT

On June 25, 2002, in connection with the Merger, we entered into an information
technology service agreement with Conexant under which Conexant provides to us a
variety of information technology services that Conexant previously provided to
its wireless communications division. These services generally are to be
provided in six month increments until either party elects to terminate the
agreement or certain specific services are provided thereunder. Payments to
Conexant for the services rendered under the agreement generally consist of a
base fee per month, plus an additional monthly service fee depending on the
particular services rendered by Conexant. We and Conexant have agreed to review
the fee structure each year during the term of the agreement.

         The services provided by Conexant under the agreement include:

      -     data center operations management;

      -     remote-site support;

      -     information technology infrastructure services;

      -     programming services; and

      -     applications support.

      MEXICALI TRANSITION SERVICES AGREEMENT

Under a mexicali transition services agreement dated as of June 25, 2002 with
Conexant, we and Conexant will provide certain transition services to each other
with respect to the Mexicali Operations. These services generally will be
provided until December 31, 2002, unless otherwise mutually agreed. The price
for the services will be the actual cost, including out-of pocket expenses, of
providing the services. The services covered under the agreement include:

      -     general accounting support;

      -     metrology services and test equipment support;

      -     thermal mechanical analysis and measurement of packages;

      -     electrical analysis and measurement for packages; and

      -     electromagnetic impulse measurement and certification services.

      NEWPORT BEACH SUPPLY AGREEMENT

Under our Newport Beach wafer supply and services agreement entered into with
Conexant on June 25, 2002, we will obtain through Conexant silicon-based
semiconductor products supplied by Jazz Semiconductor, Inc., a Newport Beach,
California foundry joint venture between Conexant and The Carlyle Group to which
Conexant contributed its Newport Beach wafer fabrication facility. These
services will be provided for a three-year period. Pursuant to the terms of this
supply agreement with Conexant, we are committed to obtain a minimum level of
service from Jazz Semiconductor, Inc., based on a contractual agreement between
Conexant and Jazz Semiconductor. The volume for wafers during these three years
has been pre-calculated based on our anticipated wafer fabrication needs. The
pricing under the agreement is established at Conexant's cost for the first
year, at the median of Conexant's cost and market price for the second year, and
at market price for the third year. Our expected minimum purchase obligations
under this supply agreement are anticipated to be approximately $64 million, $39
million and $13 million in fiscal 2003, 2004 and 2005, respectively. We estimate
that our obligation under this agreement will result in excess costs of
approximately $5.1 million and we have recorded this liability in the current
period.


                                       76

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


      NEWBURY PARK SUPPLY AGREEMENT

Under a Newbury Park wafer supply and services agreement entered into with
Conexant on June 25, 2002, we will provide services to Conexant for both
production and prototypes of semiconductor products at our Newbury Park,
California wafer fabrication facility, including services related to:

      -     semiconductor wafer fabrication;

      -     semiconductor wafer probe;

      -     final test; and

      -     die processing.

These services generally will be provided for a term of three years with
additional one-year renewal terms as may be mutually agreed. The pricing for
wafers has been fixed for the three years based on our mutual agreement, and is
based on cost plus 50% markup.

      MEXICALI SUPPLY AGREEMENT

Under a Mexicali device supply and services agreement entered into with Conexant
on June 25, 2002, we will provide Conexant with certain semiconductor
processing, packaging and testing services, including:

      -     assembly services;

      -     final testing;

      -     post-test processing; and

      -     shipping.

During the term of the agreement, Conexant will have the right to purchase
products manufactured through the use of technologies developed and qualified
for full-scale production at the Mexicali facility at the time of the agreement
and, upon mutual agreement, products manufactured through the use of any new
technologies in development at the Mexicali facility at the time of the
agreement, but not yet qualified for full scale production. These services will
be performed at our Mexicali, Mexico facility and, upon mutual agreement, at
other facilities approved by Skyworks. These services generally will be provided
for a term of three years with additional one-year renewal terms as may be
mutually agreed. The pricing for the first year has been fixed based generally
on the yielded assembly cost of the particular materials. The pricing for the
second year will either be a result of: (i) a 5% reduction from year one, or
(ii) the actual cost at the end of year one. Pricing for the third year will be
negotiated between the parties.

RELATED PARTY TRANSACTIONS OF THE COMPANY

As part of the terms of the Merger, four designees of Conexant - Messrs. Beall,
Beguwala, Decker and Iyer - were appointed to the Skyworks Board of Directors,
joining four members who had been serving on the Board having been previously
elected by the stockholders of Alpha. Each of the four Conexant designees to the
Board continues to have a business relationship with Conexant. Mr. Decker
currently serves as the chief executive officer, as well as the chairman of the
board, of Conexant. Mr. Iyer serves as senior vice president and chief financial
officer of Conexant. Mr. Beguwala is a current employee, as well as a former
executive officer, of Conexant. Mr. Beall is a non-employee director of
Conexant.

Information concerning severance agreements with the Named Executives and
certain option grants made to directors of the Company is described at Item 11,
above. There are no other relationships or transactions reportable under the
regulations of the Securities and Exchange Commission.


ITEM 14 CONTROLS AND PROCEDURES

(a)   Evaluation of disclosure controls and procedures

Under the supervision and with the participation of our management, including
our President and Chief Executive Officer and Chief Financial Officer, we
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rule 13a-14(c) under the Exchange Act) as
of a date (the "Evaluation Date") within 90 days prior to the filing date of
this report. Based upon that evaluation, the President and Chief Executive
Officer and Chief Financial Officer concluded that, as of the Evaluation Date,
our disclosure controls and procedures were effective in timely alerting them to
the


                                       77

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


material information relating to us (or our consolidated subsidiaries) required
to be included in our periodic SEC filings. In designing and evaluating the
disclosure controls and procedures, our management recognized that any controls
and procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and our
management necessarily was required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures.

(b)   Changes in internal controls.


There were no significant changes made in our internal controls during the
period covered by this report or, to our knowledge, in other factors that could
significantly affect these controls subsequent to the date of our evaluation.


ITEM 15 EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)   1.    Index to Financial Statements

            The financial statements filed as part of this report are listed on
            the index appearing on page 37.

      2.    Index to Financial Statement Schedules

            The following financial statement schedule is filed as part of this
            report (page reference is to this report):

            Schedule II Valuation and Qualifying Accounts...............Page 87

            All other required schedule information is included in the Notes to
            Consolidated Financial Statements or is omitted because it is either
            not required or not applicable.

      3.    Exhibits


<TABLE>
<CAPTION>
      No.               Description
      ---               -----------
<S>                     <C>
        2.a             Agreement and Plan of Reorganization, dated as of
                        December 16, 2001, as amended as of April 12, 2002, by
                        and among the Company, Washington Sub, Inc. and Conexant
                        Systems, Inc. (15)

        2.b             Contribution and Distribution Agreement, dated as of
                        December 16, 2001, as amended as of June 25, 2002, by
                        and between Washington Sub, Inc. and Conexant Systems,
                        Inc. (14)

        2.c             Mexican Stock Purchase Agreement, dated as of June 25,
                        2002, by and between the Company and Conexant Systems,
                        Inc. (14)

        2.d             Amended and Restated Mexican Asset Purchase Agreement,
                        dated as of June 25, 2002, by and between the Company
                        and Conexant Systems, Inc. (14)

        2.e             U.S. Asset Purchase Agreement, dated as of December 16,
                        2001, by and between the Company and Conexant Systems,
                        Inc. (14)

        3.a             Amended and Restated Certificate of Incorporation **

        3.b             Second Amended and Restated By-laws **

        4.a             Specimen Certificate of Common Stock (1)

        4.b             Loan and Security Agreement, dated December 15, 1993, by
                        and between Trans-Tech, Inc. and County Commissioners of
                        Frederick County (10)

        4.c             Indenture, dated as of November 12, 2002, by and between
                        the Company and State Street Bank and Trust Company (as
                        Trustee)**

        4.d             Form of 4.75% Convertible Subordinated Note of the
                        Company **
</TABLE>



                                       78

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


        
<TABLE>
<S>                     <C>
        4.e             Indenture, dated as of November 20, 2002, by and between
                        the Company and Wachovia Bank, National Association (as
                        Trustee)**

        4.f             Form of 15% Senior Convertible Note of the Company **

        10.a            Skyworks Solutions, Inc., 1986 Long-Term Incentive Plan
                        as amended (2)*

        10.b            Skyworks Solutions, Inc., Long-Term Compensation Plan
                        dated September 24, 1990 (3); amended March 28, 1991
                        (4); and as further amended October 27, 1994 (5)*

        10.c            Severance Agreement, dated April 1, 2001, between the
                        Company and David J. Aldrich (6)*

        10.d            Severance Agreement, dated January 14, 1997, between the
                        Company and Richard Langman (18)*

        10.e            Consulting Agreement, dated August 13, 1992, between the
                        Company and Sidney Topol (7)*

        10.f            Skyworks Solutions, Inc. 1994 Non-Qualified Stock Option
                        Plan for Non-Employee Directors (2)*

        10.g            Skyworks Solutions, Inc. Executive Compensation Plan
                        dated January 1, 1995 and Trust for the Skyworks
                        Solutions, Inc. Executive Compensation Plan dated
                        January 3, 1995 (5)*

        10.h            Severance Agreement, dated September 4, 1998, between
                        the Company and Paul E. Vincent (8)*

        10.i            Skyworks Solutions, Inc. 1997 Non-Qualified Stock Option
                        Plan for Non-Employee Directors (9)*

        10.j            Skyworks Solutions, Inc. 1996 Long-Term Incentive Plan
                        (11)*

        10.k            Skyworks Solutions, Inc. Directors' 2001 Stock Option
                        Plan (12)*

        10.l            Skyworks Solutions, Inc. 1999 Employee Long-Term
                        Incentive Plan, as amended September 25, 2002 **

        10.m            Washington Sub Inc., 2002 Stock Option Plan (16)*

        10.n            Skyworks Solutions, Inc. Non-Qualified Employee Stock
                        Purchase Plan **

        10.o            Form of Stockholders Agreement, dated as of December 16,
                        2001, entered into between each of the directors and
                        certain executive officers of the Company as of the date
                        thereof and Conexant Systems, Inc. (19)

        10.p            Warrant, dated as of June 25, 2002, issued to Jazz
                        Semiconductor, Inc. (17)

        10.q            Newport Beach Wafer Supply and Services Agreement, dated
                        as of June 25, 2002, by and between the Company and
                        Conexant Systems, Inc. **

        10.r            Information Technology Service Agreement, dated as of
                        June 25, 2002, by and between the Company and Conexant
                        Systems, Inc. **

        10.s            Financing Agreement, dated as of June 25, 2002, by and
                        among the Company, certain of its subsidiaries and
                        Conexant Systems, Inc. (14)

        10.t            Tax Allocation Agreement, dated as of June 25, 2002, by
                        and among the Company, Conexant Systems, Inc. and
                        Washington Sub, Inc. (14)

        10.u            Employee Matters Agreement, dated as of June 25, 2002,
                        by and among the Company, Conexant Systems, Inc. and
                        Washington Sub, Inc. (14)
</TABLE>



                                       79

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries



<TABLE>
<S>                     <C>
        10.v            Mexicali Device Supply and Services Agreement, dated as
                        of June 25, 2002, by and between the Company and
                        Conexant Systems, Inc. +**

        10.w            Newbury Park Wafer Supply and Services Agreement, dated
                        as of June 25, 2002, by and between the Company and
                        Conexant Systems, Inc. +**

        10.x            Refinancing Agreement, dated as of November 6, 2002, by
                        and among the Company, certain of its subsidiaries and
                        Conexant Systems, Inc. (13)

        10.y            First Amendment of Financing Agreement, dated as of
                        November 6, 2002, by and among the Company, certain of
                        its subsidiaries and Conexant Systems, Inc. (13)

        10.z            Letter Agreement, dated as of November 6, 2002, by and
                        between the Company and Conexant Systems, Inc. (13)

        10.aa           Registration Rights Agreement, dated as of November 12,
                        2002, by and among the Company and Credit Suisse First
                        Boston (as representative for the several purchasers) **

        10.bb           Registration Rights Agreement, dated as of November 12,
                        2002, by and between the Company and Conexant Systems,
                        Inc. **

        10.cc           Skyworks Solutions, Inc. 2002 Employee Stock Purchase
                        Plan * **

        11              Statement regarding computation of per share earnings.
                        (See Note 1 to the Consolidated Financial Statements)

        21              Subsidiaries of the Company

        23.a            Consent of KPMG LLP


        23.b            Consent of Deloitte & Touche LLP

        99              Certification pursuant to 18 U.S.C. Section 1350, as
                        Adopted Pursuant to Section 906 of the Sarbanes-Oxley
                        Act of 2002
</TABLE>


* Management contract or compensatory plan

** Filed herewith

+ Confidential Treatment requested for certain portions of this Agreement which
  have been omitted and filed separately with the Securities and Exchange
  Commission.

(1)   Incorporated by reference to the exhibit filed with our Registration
      Statement on Form S-3 filed on July 15, 2002 (File No. 333-92394).

(2)   Incorporated by reference to the exhibit filed with our Quarterly
      Report on Form 10-Q for the fiscal quarter ended October 2, 1994.

(3)   Incorporated by reference to the exhibit filed with our Annual
      Report on Form 10-K for the fiscal year ended March 29, 1992.

(4)   Incorporated by reference to the exhibit filed with our Quarterly
      Report on Form 10-Q for the fiscal quarter ended June 27, 1993.

(5)   Incorporated by reference to the exhibit filed with our Annual
      Report on Form 10-K for the fiscal year ended April 2, 1995.

(6)   Incorporated by reference to the exhibit filed with our Quarterly
      Report on Form 10-Q for the fiscal quarter ended July 1, 2001.

(7)   Incorporated by reference to the exhibit filed with our Annual
      Report on Form 10-K for the fiscal year ended April 3, 1994.

(8)   Incorporated by reference to the exhibit filed with our Quarterly
      Report on Form 10-Q for the fiscal quarter ended September 27, 1998.

(9)   Incorporated by reference to the exhibit filed with our Annual
      Report on Form 10-K for the fiscal year ended March 29, 1998.

(10)  Incorporated by reference to the exhibit filed with our Quarterly
      Report on Form 10-Q for the fiscal quarter ended July 3,1994.

(11)  Incorporated by reference to the exhibit filed with our Annual
      Report on Form 10-K for the fiscal year ended April 1, 2001.

(12)  Incorporated by reference to the exhibit filed with our Quarterly
      Report on Form 10-Q for the fiscal quarter ended September 30, 2001.

(13)  Incorporated by reference to the exhibits filed with our Current
      Report on Form 8-K dated November 6, 2002.

(14)  Incorporated by reference to the exhibits filed with our Current Report on
      Form 8-K dated June 25, 2002.

(15)  Incorporated by reference to Annex A filed with our Registration Statement
      on Form S-4, as amended, filed on May 10, 2002 (File No. 333-83768).

(16)  Incorporated by reference to exhibit filed with our Registration Statement
      on Form S-3 filed on July 15, 2002 (File No. 333-92394).

(17)  Incorporated by reference to the exhibit filed with our Registration
      Statement on Form S-3 filed on August 30, 2002 (File No. 333-99015).

(18)  Incorporated by reference to the exhibit filed with our Annual Report on
      Form 10-K for the fiscal year ended March 30, 1997.

(19)  Incorporated by reference to the exhibit filed with our Registration
      Statement on Form S-4, as amended, filed on May 3, 2002 (File No.
      333-83768)


(b)   Reports on Form 8-K

            On June 28, 2002, a Form 8-K was filed which served to announce (i)
            the completion of our merger with the wireless communications
            division of Conexant Systems, Inc., (ii) the change in our
            independent auditors, and (iii) the execution of a financing
            arrangement with Conexant Systems, Inc.

            On August 15, 2002, a Form 8-K/A was filed which served to amend the
            previous filing on June 28, 2002 that announced the completion of
            our merger with the wireless communications division of Conexant
            Systems, Inc. and which served to announce a change in our fiscal
            year.

            On November 6, 2002, a Form 8-K was filed which served to
            incorporate by reference the Company's press releases dated November
            5, 2002 and November 6, 2002 relating to a private placement of
            convertible subordinated notes of the Company. The notes are
            convertible at the option of the holders into common stock of the
            Company at a conversion price of $9.05, subject to adjustment.

            On November 8, 2002, a Form 8-K was filed which served to provide
            details relating to the Company's private placement of convertible
            subordinated notes.

            On November 8, 2002, a Form 8-K was filed which served to provide
            pro forma consolidated financial information for the nine months
            ended June 30, 2002 as if the Merger and the subsequent acquisition
            by Skyworks of the Mexicali operation had occurred on October 1,
            2001.

            On November 12, 2002, a Form 8-K/A was filed which served to amend
            the previous filing on November 8, 2002 that provided pro forma
            financial information.


                                       80

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


(c)   Exhibits

            The exhibits required by Item 601 of Regulation S-K are filed
            herewith and incorporated by reference herein. The response to this
            portion of Item 15 is submitted under Item 15 (a) (3).


                                       81

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries



                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

                                           SKYWORKS SOLUTIONS, INC.

                                           BY:  /S/ DAVID J. ALDRICH
                                              ----------------------------------
                                              DAVID J. ALDRICH, PRESIDENT AND
                                              CHIEF EXECUTIVE OFFICER

Date:  December 20, 2002

                                           BY:  /S/ PAUL E. VINCENT
                                              ----------------------------------
                                              PAUL E. VINCENT, CHIEF FINANCIAL
                                              OFFICER, TREASURER AND SECRETARY

                             Date: December 20, 2002


                                       83

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


                        POWER OF ATTORNEY AND SIGNATURES

      We, the undersigned officers and directors of Skyworks Solutions, Inc.,
hereby severally constitute and appoint David J. Aldrich and Paul E. Vincent,
and each of them singly, our true and lawful attorneys, with full power to them
and each of them singly, to sign for us and in our names in the capacities
indicated below, any amendments to this Annual Report on Form 10-K, and
generally to do all things in our names and on our behalf in such capacities to
enable Skyworks Solutions, Inc. to comply with the provisions of the Securities
Exchange Act of 1934, as amended, and all the requirements of the Securities
Exchange Commission.

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on December 20, 2002.


<TABLE>
<CAPTION>
     Signature and Title                           Signature and Title
     -------------------                           -------------------
<S>                                           <C>
/s/ DWIGHT W. DECKER                          /s/ DONALD R. BEALL
--------------------------------              -----------------------------
Dwight W. Decker                              Donald R. Beall
Chairman of the Board                         Director


/s/ DAVID J. ALDRICH                          /s/ MOIZ M. BEGUWALA
--------------------------------              -----------------------------
David J. Aldrich                              Moiz M. Beguwala
Chief Executive Officer                       Director
President and Director

/s/ PAUL E. VINCENT                           /s/ TIMOTHY R. FUREY
--------------------------------              -----------------------------
Paul E. Vincent                               Timothy R. Furey
Chief Financial Officer                       Director
Treasurer
Principal Accounting Officer
Secretary                                     /s/ BALAKRISHNAN S. IYER
                                              -----------------------------
                                              Balakrishnan S. Iyer
                                              Director

                                              /s/ THOMAS C. LEONARD
                                              -----------------------------
                                              Thomas C. Leonard
                                              Director

                                              /s/ DAVID J. MCLACHLAN
                                              -----------------------------
                                              David J. McLachlan
                                              Director
</TABLE>



                                       84

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries



                                 CERTIFICATIONS

I, David J. Aldrich, President and Chief Executive Officer of Skyworks
Solutions, Inc. (the "Company"), certify that:

1.    I have reviewed this annual report on Form 10-K of the Company;

2.    Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3.    Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for the periods presented in this annual report;

4.    The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

      a)    Designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which this annual
            report is being prepared;

      b)    Evaluated the effectiveness of the registrant's disclosure controls
            and procedures as of a date within 90 days prior to the filing date
            of this annual report (the "Evaluation Date"); and

      c)    Presented in this annual report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

5.    The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
functions):

      a)    All significant deficiencies in the design or operation of internal
            controls which could adversely affect the registrant's ability to
            record, process, summarize and report financial data and have
            identified for the registrant's auditors any material weaknesses in
            internal controls; and

      b)    Any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls; and

6.    The registrant's other certifying officer and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.



Date:  December 20, 2002


By: /s/ David J. Aldrich
    ----------------------------------------
David J. Aldrich
President and Chief Executive Officer


                                       85

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


                                 CERTIFICATIONS

I, Paul E. Vincent, Chief Financial Officer, Treasurer and Secretary of Skyworks
Solutions, Inc. (the "Company"), certify that:

1.    I have reviewed this annual report on Form 10-K of the Company;

2.    Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3.    Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for the periods presented in this annual report;

4.    The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

      d)    Designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which this annual
            report is being prepared;

      e)    Evaluated the effectiveness of the registrant's disclosure controls
            and procedures as of a date within 90 days prior to the filing date
            of this annual report (the "Evaluation Date"); and

      f)    Presented in this annual report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

5.    The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
functions):

      c)    All significant deficiencies in the design or operation of internal
            controls which could adversely affect the registrant's ability to
            record, process, summarize and report financial data and have
            identified for the registrant's auditors any material weaknesses in
            internal controls; and

      d)    Any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls; and

6.    The registrant's other certifying officer and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.



Date:  December 20, 2002


By: /s/ Paul E. Vincent
    ----------------------------------------
Paul E. Vincent
Chief Financial Officer, Treasurer and Secretary


                                       86

<PAGE>
                                       Skyworks Solutions, Inc. and Subsidiaries


                                   SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS
(In thousands)


<Table>
<CAPTION>
                                                                  CHARGED
                                                                 TO COSTS
                                                   BEGINNING        AND                                           ENDING
   DESCRIPTION                                      BALANCE     EXPENSES (1)       DEDUCTIONS        OTHER(3)     BALANCE
=========================================================================================================================
<S>                                                <C>          <C>                <C>               <C>          <C>

Year Ended September 30, 2000
Allowance for doubtful accounts .............       $   406       $ 3,538           $  (152)         $ --         $ 3,792
Reserve for sales returns ...................       $ 1,125       $    55           $  (646)         $ --         $   534
Allowance for excess and obsolete inventories       $ 5,967       $ 3,132           $    --          $ --         $ 9,099

Year Ended September 30, 2001
Allowance for doubtful accounts .............       $ 3,792       $  (468)          $  (118)         $ --         $ 3,206
Reserve for sales returns ...................       $   534       $ 4,055           $    --          $ --         $ 4,589
Allowance for excess and obsolete inventories       $ 9,099       $ 2,286(2)        $    --          $ --         $11,385

Year Ended September 30, 2002
Allowance for doubtful accounts .............       $ 3,206       $  (512)          $  (575)         $ (795)      $ 1,324
Reserve for sales returns ...................       $ 4,589       $ 7,616           $(7,199)         $3,510       $ 8,516
Allowance for excess and obsolete inventories       $11,385       $ 6,225           $(3,092)         $6,100       $20,618
</TABLE>


      (1)   Additions charged to costs and expenses in the allowance for
            doubtful accounts reflect credit balances recorded in fiscal 2001,
            resulting from reductions in the allowance account associated with
            overall collections experience more favorable than previously
            estimated. Deductions in the allowance for doubtful accounts reflect
            amounts written off.

      (2)   Amount excludes inventory write-downs of $58.7 million charged to
            cost of goods sold relating to inventory that was written down to a
            zero cost basis.

      (3)   Amounts include Alpha's allowance for doubtful accounts, reserve for
            sales returns and allowances for excess and absolute inventories
            balances of $1.2 million, $3.5 million and $6.1 million,
            respectively, which were assumed on June 25, 2002 in connection with
            the Merger. In addition, Conexant retained Washington/Mexicali's
            accounts receivable and allowance for doubtful accounts balances as
            of June 25, 2002. Washington/Mexicali's allowance for doubtful
            accounts balance at June 25, 2002 was $2.0 million.


                                       87


<PAGE>

                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
      No.               Description
      ---               -----------
<S>                     <C>
        3.a             Amended and Restated Certificate of Incorporation **

        3.b             Second Amended and Restated By-laws **

        4.c             Indenture, dated as of November 12, 2002, by and between
                        the Company and State Street Bank and Trust Company (as
                        Trustee)**

        4.d             Form of 4.75% Convertible Subordinated Note of the
                        Company **

        4.e             Indenture, dated as of November 20, 2002, by and between
                        the Company and Wachovia Bank, National Association (as
                        Trustee)**

        4.f             Form of 15% Senior Convertible Note of the Company **

        10.l            Skyworks Solutions, Inc. 1999 Employee Long-Term
                        Incentive Plan, as amended September 25, 2002 **

        10.n            Skyworks Solutions, Inc. Non-Qualified Employee Stock
                        Purchase Plan **

        10.q            Newport Beach Wafer Supply and Services Agreement, dated
                        as of June 25, 2002, by and between the Company and
                        Conexant Systems, Inc. **

        10.r            Information Technology Service Agreement, dated as of
                        June 25, 2002, by and between the Company and Conexant
                        Systems, Inc. **

        10.v            Mexicali Device Supply and Services Agreement, dated as
                        of June 25, 2002, by and between the Company and
                        Conexant Systems, Inc. +**

        10.w            Newbury Park Wafer Supply and Services Agreement, dated
                        as of June 25, 2002, by and between the Company and
                        Conexant Systems, Inc. +**

        10.aa           Registration Rights Agreement, dated as of November 12,
                        2002, by and among the Company and Credit Suisse First
                        Boston (as representative for the several purchasers) **

        10.bb           Registration Rights Agreement, dated as of November 12,
                        2002, by and between the Company and Conexant Systems,
                        Inc. **

        10.cc           Skyworks Solutions, Inc. 2002 Employee Stock Purchase
                        Plan **

        11              Statement regarding computation of per share earnings.
                        (See Note 1 to the Consolidated Financial Statements)

        21              Subsidiaries of the Company

        23.a            Consent of KPMG LLP


        23.b            Consent of Deloitte & Touche LLP

        99              Certification pursuant to 18 U.S.C. Section 1350, as
                        Adopted Pursuant to Section 906 of the Sarbanes-Oxley
                        Act of 2002
</TABLE>


* Management contract or compensatory plan

** Filed herewith

+ Confidential Treatment requested for certain portions of this Agreement which
  have been omitted and filed separately with the Securities and Exchange
  Commission.





<PAGE>
                                                                     Exhibit 3.a


                      RESTATED CERTIFICATE OF INCORPORATION
                           OF SKYWORKS SOLUTIONS, INC.
                                   AS AMENDED

       FIRST: The name of the Corporation is

                            Skyworks Solutions, Inc.

       SECOND: The Corporation's registered office in the State of Delaware is
located at 2711 Centerville Road, Suite 400, City of Wilmington, County of New
Castle. The name and address of its registered agent is The Prentice-Hall
Corporation System, Inc., 2711 Centerville Road, Suite 400, City of Wilmington,
County of New Castle.

       THIRD: The nature of the business, or objects or purposes to be
transacted, promoted or carried on, are: To engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of the
State of Delaware.

       FOURTH: The total number of shares of all classes of stock which the
Corporation shall have the authority to issue is 550,000,000, of which (i)
525,000,000 shares of the par value of $.25 each are to be of a class designated
Common Stock (the "Common Stock") and (ii) 25,000,000 shares without par value
are to be of a class designated Preferred Stock (the "Preferred Stock").

            In this Article Fourth, any reference to a section or paragraph,
without further attribution, within a provision relating to a particular class
of stock
 is intended to refer solely to the specified section or paragraph of
the other provisions relating to the same class of stock.

COMMON STOCK

       The Common Stock shall have the following voting powers, designations,
preferences and relative, participating, optional and other special rights, and
qualifications, limitations or restrictions thereof:

            1. DIVIDENDS. Subject to the rights of the holders of Preferred
       Stock, the holders of shares of the Common Stock shall be entitled to
       receive such dividends and distributions in equal amounts per share,
       payable in cash or otherwise, as may be declared thereon by the Board of
       Directors from time to time out of assets or funds of the Corporation
       legally available therefor.

<PAGE>
            2. RIGHTS ON LIQUIDATION. In the event of any liquidation,
       dissolution or winding-up of the Corporation, whether voluntary or
       involuntary, after the payment to creditors and the payment or setting
       apart for payment to the holders of any outstanding Preferred Stock of
       the full preferential amounts to which such holders are entitled as
       herein provided or referred to, all of the remaining assets of the
       Corporation shall belong to and be distributable in equal amounts per
       share to the holders of the Common Stock. For purposes of this paragraph
       2, a consolidation or merger of the Corporation with any other
       corporation, or the sale, transfer or lease of all or substantially all
       its assets shall not constitute or be deemed a liquidation, dissolution
       or winding-up of the Corporation.

            3. VOTING. Except as otherwise provided by the laws of the State of
       Delaware or by this Article Fourth, each share of Common Stock shall
       entitle the holder thereof to one vote.

PREFERRED STOCK

       The Preferred Stock may be issued from time to time in one or more
series. The Board of Directors is hereby authorized to provide for the issuance
of shares of Preferred Stock in series and, by filing a certificate pursuant to
the applicable law of the State of Delaware (hereinafter referred to as a
"Preferred Stock Designation"), to establish from time to time the number of
shares to be included in each such series, and to fix the designation, powers,
preferences and rights of the shares of each such series and the qualifications,
limitations and restrictions thereof. The authority of the Board of Directors
with respect to each series shall include, but not be limited to, determination
of the following:

            (a) the designation of the series, which may be by distinguishing
       number, letter or title;

            (b) the number of shares of the series, which number the Board of
       Directors may thereafter (except where otherwise provided in the
       Preferred Stock Designation) increase or decrease (but not below the
       number of shares thereof then outstanding);

            (c) whether dividends, if any, shall be cumulative or noncumulative
       and the dividend rate of the series;

            (d) the dates at which dividends, if any, shall be payable;

            (e) the redemption rights and price or prices, if any, for shares of
       the series;

            (f) the terms and amount of any sinking fund provided for the
       purchase or redemption of shares of the series;

                                       2

<PAGE>
            (g) the amounts payable on shares of the series in the event of any
       voluntary or involuntary liquidation, dissolution or winding up of the
       affairs of the Corporation;

            (h) whether the shares of the series shall be convertible into
       shares of any other class or series, or any other security, of the
       Corporation or any other corporation, and, if so, the specification of
       such other class or series or such other security, the conversion price
       or prices or rate or rates, any adjustments thereof, the date or dates as
       of which such shares shall be convertible and all other terms and
       conditions upon which such conversion may be made;

            (i) restrictions on the issuance of shares of the same series or of
       any other class or series; and

            (j) the voting rights, if any, of the holders of shares of the
       series; provided, that, except as otherwise provided by the laws of the
       State of Delaware, no share of Preferred Stock of any series shall be
       entitled to more than one vote per share of Preferred Stock.

       Except as may be provided in this Certificate of Incorporation or in a
Preferred Stock Designation, the Common Stock shall have the exclusive right to
vote for the election of directors and for all other purposes, and holders of
Preferred Stock shall not be entitled to receive notice of any meeting of
stockholders at which they are not entitled to vote. The number of authorized
shares of Preferred Stock may be increased or decreased (but not below the
number of shares thereof then outstanding) by the affirmative vote of the
holders of a majority of the shares of all classes of stock of the Corporation
entitled to vote for the election of directors, considered for the purposes of
this Article Fourth as one class of stock, without a vote of the holders of the
Preferred Stock, or of any series thereof, unless a vote of any such holders is
required pursuant to any Preferred Stock Designation.

       The Corporation shall be entitled to treat the person in whose name any
share of its stock is registered as the owner thereof for all purposes and shall
not be bound to recognize any equitable or other claim to, or interest in, such
share on the part of any other person, whether or not the Corporation shall have
notice thereof, except as expressly provided by applicable law.

       FIFTH: The Corporation is to have perpetual existence.

       SIXTH: The private property of the stockholders of the Corporation shall
not be subject to the payment of corporate debts to any extent whatever.

       SEVENTH: The number of directors shall be fixed from time to time
exclusively by the Board of Directors pursuant to a resolution adopted by a
majority of the total

                                       3

<PAGE>
number of authorized directors (whether or not there exist any vacancies in
previously authorized directorships at the time any such resolution is presented
to the Board of Directors for adoption). At the 1983 annual meeting of
stockholders, the directors shall be divided into three classes, as nearly equal
in number as possible, with the term of office of the first class to expire at
the 1984 annual meeting of stockholders, the term of office of the second class
to expire at the 1985 annual meeting of stockholders and the term of office of
the third class to expire at the 1986 annual meeting of stockholders. At each
annual meeting of stockholders following such initial classification and
election, directors elected to succeed those directors whose terms expire shall
be elected for a term of office to expire at the third succeeding annual meeting
of stockholders after their election, unless, by reason of any intervening
changes in the authorized number of directors, the board shall designate one or
more of the then expiring directorships as directorships of another class in
order more nearly to achieve equality of number of directors among the classes.

       Notwithstanding the rule that the three classes shall be as nearly equal
in number of directors as possible, in the event of any change in the authorized
number of directors, each director then continuing to serve as such shall
nevertheless continue as a director of the class of which he is a member until
the expiration of his current term, or his prior death, resignation or removal.
If any newly created directorship may, consistently with the rule that the three
classes shall be as nearly equal in number of directors as possible, be
allocated to one of two or more classes, the Board of Directors shall allocate
it to that of the available classes whose term of office is due to expire at the
earliest date following such allocation.

       Vacancies resulting from any increase in the authorized number of
directors or any vacancies in the Board of Directors resulting from death,
resignation, retirement, disqualification, removal from office or other cause
may be filled only by a majority vote of the directors then in office, though
less than a quorum, and directors so chosen shall hold office for a term
expiring at the annual meeting of stockholders at which the term of office of
the class to which they have been elected expires. No decrease in the number of
authorized directors shall shorten the term of any incumbent director.

       Subject to the rights of the holders of any series of Preferred Stock or
any other series or class of stock, as provided herein or in any Preferred Stock
Designation, to elect additional directors under specific circumstances, any
director may be removed from office at any time, but only for cause and only by
the affirmative vote of the holders of at least a majority of the shares of all
classes of stock of the Corporation entitled to vote for the election of
directors, considered for the purposes of this Article Seventh as one class of
stock.

       No director of the Corporation shall be liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for

                                       4

<PAGE>
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit. No repeal or modification of this paragraph, directly
or by adoption of an inconsistent provision of this Certificate of
Incorporation, by the stockholders of the Corporation shall be effective with
respect to any cause of action, suit, claim or other matter that, but for this
paragraph, would accrue or arise prior to such repeal or modification.

       EIGHTH: Unless otherwise determined by the Board of Directors, no holder
of stock of the Corporation shall, as such holder, have any right to purchase or
subscribe for any stock of any class which the Corporation may issue or sell,
whether or not exchangeable for any stock of the Corporation of any class or
classes and whether out of unissued shares authorized by the Certificate of
Incorporation of the Corporation as originally filed or by any amendment thereof
or out of shares of stock of the Corporation acquired by it after the issue
thereof.

       NINTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of section 291 of the General Corporation Law of the State of
Delaware (the "GCL") or on the application of trustees in dissolution or of any
receiver or receivers appointed for this Corporation under the provisions of
section 279 of the GCL order a meeting of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this Corporation, as the
case may be, to be summoned in such manner as the said court directs. If a
majority in number representing three-fourths in value of the creditors or class
of creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this Corporation, as the case may be,
and also on this Corporation.

       TENTH:

            1. AMENDMENT OF CERTIFICATE OF INCORPORATION. The corporation
       reserves the right to amend, alter, change or repeal any provision
       contained in this Certificate of Incorporation, in the manner hereafter
       set forth, and all rights conferred upon stockholders herein are granted
       subject to this reservation.

                                       5

<PAGE>
            A.   Except as provided in paragraphs 1(B) and (2) of this Article
                 Tenth and in Article Eleventh, any provision of this
                 Certificate of Incorporation may be amended, altered, changed
                 or repealed in the manner now or hereafter prescribed by the
                 statutes of the State of Delaware.

            B.   Notwithstanding any of the provisions of this Certificate of
                 Incorporation or any provision of law which might otherwise
                 permit a lesser vote or no vote, but in addition to any
                 affirmative vote of holders of any particular class or series
                 of stock of the Corporation required by law or this Certificate
                 of Incorporation, the affirmative vote of the holders of at
                 least the following percentages of the shares of all classes of
                 stock of the Corporation entitled to vote for the election of
                 directors, considered for this purpose as one class of stock,
                 shall be required to amend, alter, change or repeal, or to
                 adopt any provisions inconsistent with, the indicated
                 provisions of this Certificate of Incorporation:

                      (i)   80% in the case of Article Seventh or Article
                            Thirteenth; and

                      (ii)  90% in the case of Article Twelfth.

            The foregoing paragraphs 1(B)(i) and (ii) of this Article Tenth may
            not be amended so as to alter the stockholder vote required by
            either such paragraph or to adopt any provisions inconsistent with
            these provisions, except by an amendment that is itself approved by
            the affirmative vote of the holders of at least the percentage of
            all shares of all classes of stock of the Corporation as is required
            to amend the provision or provisions of this Certificate of
            Incorporation to which such amendment relates.

            2. BY-LAWS. The Board of Directors is expressly authorized to adopt,
       alter, amend and repeal the By-laws of the Corporation, in any manner not
       inconsistent with the laws of the State of Delaware or of the Certificate
       of Incorporation of the Corporation, subject to the power of the holders
       of capital stock of the Corporation to adopt, alter or repeal the By-laws
       made by the Board of Directors; provided, that any such adoption,
       amendment or repeal by stockholders shall require the affirmative vote of
       the holders of at least 66 2/3% of the shares of all classes of stock of
       the Corporation entitled to vote for the election of directors,
       considered for this purpose as one class of stock. This paragraph 2 of
       Article Tenth may not be amended so as to alter the stockholder vote
       specified hereby, nor may any provisions inconsistent with these
       provisions be adopted, except by an amendment that is itself approved by
       the affirmative vote of the holders of at least 66 2/3% of

                                       6

<PAGE>
       the shares of all classes of stock of the Corporation entitled to vote
       for the election of directors, considered for this purpose as one class
       of stock.

       ELEVENTH:

            1. Except as set forth in paragraph 2 of this Article Eleventh, the
       affirmative vote or consent of the holders of 80% of the shares of all
       classes of stock of the Corporation entitled to vote for the election of
       directors, considered for the purposes of this Article as one class,
       shall be required (a) for the adoption of any agreement for the merger or
       consolidation of the Corporation with or into any Other Corporation (as
       hereinafter defined), or (b) to authorize any sale, lease, exchange,
       mortgage, pledge or other disposition of all, or substantially all of the
       assets of the Corporation or any Subsidiary (as hereinafter defined) to
       any Other Corporation, or (c) to authorize the issuance or transfer by
       the Corporation of any Substantial Amount (as hereinafter defined) of
       securities of the Corporation in exchange for the securities or assets of
       any Other Corporation. Such affirmative vote or consent shall be in
       addition to the vote or consent of the holders of the stock of the
       Corporation otherwise required by law, the Certificate of Incorporation
       of the Corporation or any agreement or contract to which the Corporation
       is a party.

            2. The provisions of paragraph 1 of this Article Eleventh shall not
       be applicable to any transaction described therein if such transaction is
       approved by resolution of the Board of Directors of the Corporation;
       provided that a majority of the members of the Board of Directors voting
       for the approval of such transaction were duly elected and acting members
       of the Board of Directors prior to the time any such Other Corporation
       may have become a Beneficial Owner (as hereinafter defined) of 5% or more
       of the shares of stock of the Corporation entitled to vote for the
       election of directors.

            3. For the purposes of paragraph 2 of this Article, the Board of
       Directors shall have the power and duty to determine for the purposes of
       this Article Eleventh, on the basis of information known to such Board,
       if and when any Other Corporation is the Beneficial Owner of 5% or more
       of the outstanding shares of stock of the Corporation entitled to vote
       for the election of directors. Any such determination shall be conclusive
       and binding for all purposes of this Article Eleventh.

            4. As used in this Article Eleventh, the following terms shall have
       the meanings indicated:

            "Other Corporation" means any person, firm, corporation or other
       entity, other than a subsidiary of the Corporation.

            "Subsidiary" means any corporation in which the Corporation owns,
       directly or indirectly, more than 50% of the voting securities.

                                       7

<PAGE>
            "Substantial Amount" means any securities of the Corporation having
       a then fair market value of more than $500,000.

            An Other Corporation (as defined above) shall be deemed to be the
       "Beneficial Owner" of stock if such Other Corporation or any "affiliate"
       or "associate" of such Other Corporation (as those terms are defined in
       Rule 12b-2 promulgated under the Securities Exchange Act of 1934 (15
       U.S.C. 78 aaa et seq.), as amended from time to time), directly or
       indirectly, controls the voting of such stock or has any options,
       warrants, conversion or other rights to acquire such stock.

            5. This Article Eleventh may not be amended, revised or revoked, in
       whole or in part, except by the affirmative vote or consent of the
       holders of 80% of the shares of all classes of stock of the Corporation
       entitled to vote for the election of directors, considered for the
       purposes of this Article Eleventh as one class of stock.

       TWELFTH:

            1. The following definitions shall apply for the purpose of this
       Article Twelfth only:

            A.   "Announcement Date" shall mean the date of first public
                 announcement of the proposal of a Business Combination.

            B.   "Business Combination" shall mean:

                      (i)   any merger or consolidation of the Corporation or
                            any Subsidiary with (a) any Related Person, or (b)
                            any other corporation (whether or not itself a
                            Related Person) which is, or after such merger or
                            consolidation would be, an Affiliate of a Related
                            Person; or

                      (ii)  any sale, lease, exchange, mortgage, pledge,
                            transfer or other disposition (in one transaction or
                            a series of transactions) to or with any Related
                            Person or any Affiliate of any Related Person of any
                            assets of the Corporation or any Subsidiary having
                            an aggregate Fair Market Value of $500,000 or more;
                            or

                      (iii) the issuance or transfer by the Corporation or any
                            Subsidiary (in one transaction or a series of
                            transactions) of any securities of the Corporation
                            or any Subsidiary to any Related Person or any
                            Affiliate of any Related Person in exchange for
                            cash, securities or other property (or a combination
                            thereof) having an aggregate Fair Market Value of
                            $500,000 or more; or

                      (iv)  the adoption of any plan or proposal for the
                            liquidation or dissolution of the Corporation
                            proposed by or on behalf of any Related Person or
                            any Affiliate of any Related Person; or

                                       8

<PAGE>
                      (v)   any reclassification of securities (including any
                            reverse stock split), or recapitalization of the
                            Corporation, or any merger or consolidation of the
                            Corporation with any of its Subsidiaries or any
                            other transaction (whether or not with or into or
                            otherwise involving the Related Person) which has
                            the effect, directly or indirectly, of increasing
                            the proportionate share of the outstanding shares of
                            any class of equity or convertible securities of the
                            Corporation or any Subsidiary which is directly or
                            indirectly owned by any Related Person or any
                            Affiliate of any Related Person.

            C.   "Consideration Received" shall mean the amount of cash and the
                 Fair Market Value, as of the Consummation Date, of
                 consideration other than cash received by the stockholder. In
                 the event of any Business Combination in which the Corporation
                 survives, the consideration other than cash shall include
                 shares of any class of outstanding Voting Stock retained by the
                 holders of such shares.

            D.   "Consummation Date" shall mean the date upon which the Business
                 Combination is consummated.

            E.   "Continuing Director" shall mean any member of the Board of
                 Directors of the Corporation who is unaffiliated with the
                 Related Person and who was a member of the Board of Directors
                 prior to the time that the Related Person became a Related
                 Person, and any successor of a Continuing Director who is
                 unaffiliated with the Related Person and is recommended to
                 succeed a Continuing Director by a majority of the Continuing
                 Directors then on the Board of Directors.

            F.   "Determination Date" shall mean the date upon which a Related
                 Person became a Related Person.

            G.   "Exchange Act" shall mean the Securities Exchange Act of 1934
                 as in effect on May 1, 1983.

            H.   "Fair Market Value" shall mean: (i) in the case of stock, the
                 highest closing sale price during the 30-day period immediately
                 preceding the date in question of a share of such stock on the
                 principal United States securities exchange registered under
                 the Exchange Act on which such stock is listed, or, if such
                 stock is not listed on any such exchange, the highest closing
                 bid quotation with respect to a share of such

                                       9

<PAGE>
                 stock during the 30-day period preceding the date in question
                 on the National Association of Securities Dealers, Inc.
                 Automated Quotations System or any system then in use or, if no
                 such quotations are available, the fair market value on the
                 date in question of a share of such stock as determined by the
                 Board of Directors in good faith; and (ii) in the case of
                 property other than cash or stock, the fair market value of
                 such property on the date in question as determined by the
                 Board of Directors in good faith.

            I.   "Related Person" shall mean any individual, firm, corporation
                 or other entity (other than the Corporation or any Subsidiary)
                 which, together with its Affiliates and Associates (as such
                 terms are defined in Rule 12b-2 under the Exchange Act) and
                 with any other individual, firm, corporation or other entity
                 (other than the Corporation or any Subsidiary) with which it or
                 they have any agreement, arrangement or understanding with
                 respect to acquiring, holding or disposing of Voting Stock,
                 beneficially owns (as defined in Rule 13d-3 of the Exchange
                 Act, except that such term shall include any Voting Stock which
                 such person has the right to acquire, whether or not such right
                 may be exercised within 60 days), directly or indirectly, more
                 than twenty percent of the voting power of the outstanding
                 Voting Stock.

            J.   "Subsidiary" shall mean any corporation in which a majority of
                 the capital stock entitled to vote generally in the election of
                 directors is owned, directly or indirectly, by the Corporation.

            K.   "Voting Stock" shall mean all of the then outstanding shares of
                 the capital stock of the Corporation entitled to vote generally
                 in the election of directors.

            2. In addition to the affirmative vote otherwise required by law or
       any provision of this Certificate of Incorporation (including without
       limitation Article Eleventh), except as otherwise provided in paragraph
       3, any Business Combination shall require the affirmative vote of the
       holders of 90% of all Voting Stock, voting together as a single class.

            Such affirmative vote shall be required notwithstanding any other
       provision of this Certificate of Incorporation or any provision of law or
       of any agreement with any national securities exchange which might
       otherwise permit a lesser vote or no vote, and such affirmative vote
       shall be required in addition to any affirmative vote

                                       10

<PAGE>
       of the holders of any particular class or series of the Voting Stock
       required by law or by this Certificate of Incorporation.

            3. The provisions of paragraph 2 of this Article Twelfth shall not
       be applicable to any particular Business Combination, and such Business
       Combination shall require only such affirmative vote as is required by
       law, any other provision of this Certificate of Incorporation (including
       Article Eleventh), or any agreement with any national securities
       exchange, if, in the case of a Business Combination that does not involve
       any Consideration Received by the stockholders of the Corporation, solely
       in their respective capacities as stockholders of the Corporation, the
       condition specified in the following paragraph A is met, or, in the case
       of any other Business Combination, the conditions specified in either of
       the following paragraphs A and B are met:

            A.   The Business Combination shall have been approved by a majority
                 of the Continuing Directors, it being understood that this
                 condition shall not be capable of satisfaction unless there is
                 at least one Continuing Director.

            B.   All of the following conditions shall have been met:

                      (i)   The form of the Consideration Received by holders of
                            shares of a particular class of outstanding Voting
                            Stock shall be in cash or in the same form as the
                            Related Person has paid for shares of such class of
                            Voting Stock within the two-year period ending on
                            and including the Determination Date. If, within
                            such two-year period, the Related Person has paid
                            for shares of any class of Voting Stock with varying
                            forms of consideration, the form of Consideration
                            Received per share by holders of shares of such
                            class of Voting Stock shall be either cash or the
                            form used to acquire the largest number of shares of
                            such class of Voting Stock acquired by the Related
                            Person within such two-year period.

                      (ii)  The aggregate amount of Consideration Received per
                            share by holders of each class of Voting Stock in
                            such Business Combination shall be at least equal to
                            the higher of the following (it being intended that
                            the requirements of this paragraph B(ii) shall be
                            required to be met with respect to every such class
                            of Voting Stock outstanding, whether or not the
                            Related Person has previously acquired any shares of
                            that particular class of Voting Stock):

                      (a)   (if applicable) the highest per share price
                            (including any brokerage commissions, transfer taxes
                            and soliciting dealers' fees)

                                       11

<PAGE>
                            paid by the Related Person for any shares of that
                            class of Voting Stock acquired by it within the
                            two-year period immediately prior to the
                            Announcement Date or in the transaction in which it
                            became a Related Person, whichever is higher; or

                      (b)   the Fair Market Value per share of such class of
                            Voting Stock on the Announcement Date; or

                      (c)   in the case of any class of preferred stock, the
                            highest preferential amount per share to which the
                            holders of shares of such class of Voting Stock are
                            entitled in the event of any voluntary or
                            involuntary liquidation, dissolution or winding up
                            of the Corporation.

                      (iii) After such Related Person has become a Related
                            Person and prior to the consummation of such
                            Business Combination: (a) except as approved by a
                            majority of the Continuing Directors, there shall
                            have been no failure to declare and pay at the
                            regular date therefor any full quarterly dividends
                            (whether or not cumulative) on any outstanding
                            preferred stock; (b) there shall have been (I) no
                            reduction in the annual rate of dividends paid on
                            the Common Stock (except as necessary to reflect any
                            subdivision of the Common Stock), except as approved
                            by a majority of the Continuing Directors, and (II)
                            an increase in such annual rate of dividends as
                            necessary to reflect any reclassification (including
                            any reverse stock split), recapitalization,
                            reorganization or any similar transaction which has
                            the effect of reducing the number of outstanding
                            shares of the Common Stock, unless the failure so to
                            increase such annual rate is approved by a majority
                            of the Continuing Directors; and (c) such Related
                            Person shall have not become the beneficial owner of
                            any newly issued share of Voting Stock directly or
                            indirectly from the Corporation except as part of
                            the transaction which results in such Related Person
                            becoming a Related Person.

                      (iv)  After such Related Person has become a Related
                            Person, such Related Person shall not have received
                            the benefit, directly or indirectly (except
                            proportionately, solely in such Related Person's
                            capacity as a stockholder of the Corporation), of
                            any loans, advances, guarantees, pledges or other
                            financial assistance or any tax credits or other tax
                            advantages provided by the Corporation, whether in
                            anticipation of or in connection with such Business
                            Combination or otherwise.

                                       12

<PAGE>
                      (v)   A proxy or information statement describing the
                            proposed Business Combination and complying with the
                            requirements of the Exchange Act and the rules and
                            regulations thereunder (or any subsequent provisions
                            replacing such act, rules or regulations) shall be
                            mailed to all stockholders of the Corporation at
                            least 30 days prior to the consummation of such
                            Business Combination (whether or not such proxy or
                            information statement is required to be mailed
                            pursuant to the Exchange Act or subsequent
                            provisions). Such proxy or information statement
                            shall contain on the front thereof, prominently
                            displayed, any recommendation as to the advisability
                            or inadvisability of the Business Combination which
                            the Continuing Directors, or any of them, may have
                            furnished in writing to the Board of Directors.

            4. A majority of the total number of authorized directors (whether
       or not there exist any vacancies in previously authorized directorships
       at the time any determination is to be made by the Board of Directors)
       shall have the power and duty to determine, on the basis of information
       known to them after reasonable inquiry, all facts necessary to determine
       compliance with this Article Twelfth including, without limitation, (1)
       whether a person is a Related Person, (2) the number of shares of Voting
       Stock beneficially owned by any person, (3) whether the applicable
       conditions set forth in paragraph (2) of Section C have been met with
       respect to any Business Combination, and (4) whether the assets which are
       the subject of any Business Combination or the Consideration Received for
       the issuance or transfer of securities by the Corporation or any
       Subsidiary in any Business Combination have an aggregate Fair Market
       Value of $500,000 or more.

            5. Nothing contained in this Article Twelfth shall be construed to
       relieve any Related Person from any fiduciary obligation imposed by law.

       THIRTEENTH: Any action required or permitted to be taken by the
stockholders of the Corporation must be effected at an annual or special meeting
of stockholders of the Corporation and may not be effected by any consent in
writing by such stockholders.

                                       13


<PAGE>

                                                                     Exhibit 3.b

                           SECOND AMENDED AND RESTATED
                                   BY-LAWS OF
                            SKYWORKS SOLUTIONS, INC.

                                   ARTICLE I

                                     OFFICES

         SECTION 1   Registered Office in Delaware; Resident Agent. The
address of the Corporation's registered office in the State of Delaware and the
name and address of its resident agent in charge thereof are as filed with the
Secretary of State of the State of Delaware.

         SECTION 2   Other Offices. The Corporation may also have an office or
offices at such other place or places either within or without the State of
Delaware as the Board of Directors may from time to time determine or the
business of the Corporation requires.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         SECTION 1   Place of Meetings. All meetings of the stockholders of the
Corporation shall be held at such place, within or without the State of
Delaware, as may from time to time be designated by resolution passed by the
Board of Directors. The Board of Directors may, in its sole discretion,
determine that the meetings shall not be held at any place, but may instead be
held solely by means of remote communication.

         SECTION 2   Annual Meeting. An annual meeting of the stockholders for
the election of directors and for the transaction of such other proper business,
notice of
 which was given in the notice of meeting, shall be held on a date and
at a time as may from time to time be designated by resolution passed by the
Board of Directors.

         SECTION 3   Special Meetings. A special meeting of the stockholders for
any purpose or purposes shall be called only by the Board of Directors pursuant
to a resolution adopted by a majority of the whole Board.

         SECTION 4   Notice of Meetings. Except as otherwise provided by law,
written notice of each meeting of the stockholders, whether annual or special,
shall be mailed, postage prepaid, or sent by electronic transmission, not less
than ten nor more than sixty days before the date of the meeting, to each
stockholder entitled to vote at such meeting, at the stockholder's address as it
appears on the records of the Corporation. Every such notice shall state the
place, date and hour of the meeting, the means of remote communications, if any,
by which stockholders and proxy holders may be deemed to be present in person or
by proxy and vote at such meeting, and, in the case of a special meeting, the
purpose or purposes for which the meeting is called. Notice of any adjourned
meeting of the stockholders shall not be required to be given, except when
expressly required by law.

         SECTION 5   List of Stockholders. The Secretary shall, from information
obtained from the transfer agent, prepare and make, at least ten days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten days prior to the

<PAGE>
meeting: (a) on a reasonably accessible electronic network, provided that the
information required to gain access to such list is provided with the notice of
the meeting, or (b) during ordinary business hours, at the principal place of
business of the Corporation. In the event that the Corporation determines to
make the list available on an electronic network, the Corporation may take
reasonable steps to ensure that such information is available only to
stockholders of the Corporation. If the meeting is to be held at a specified
place, then the list shall be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is present. If the meeting is to be held solely by means of remote
communication, then the list shall also be open to the examination of any
stockholder during the whole time of the meeting on a reasonably accessible
electronic network, and the information required to access the list shall be
provided with the notice of the meeting. The stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
the list referred to in this section or the books of the Corporation, or to vote
in person or by proxy at any meeting of stockholders.

         SECTION 6   Quorum. At each meeting of the stockholders, the holders of
a majority of the issued and outstanding stock of the Corporation present either
in person or by proxy shall constitute a quorum for the transaction of business
except where otherwise provided by law or by the Certificate of Incorporation or
by these By-laws for a specified action. Except as otherwise provided by law, in
the absence of a quorum, a majority in interest of the stockholders of the
Corporation present in person or by proxy and entitled to vote shall have the
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until stockholders holding the requisite amount of
stock shall be present or represented. At any such adjourned meeting at which a
quorum may be present, any business may be transacted which might have been
transacted at a meeting as originally called, and only those stockholders
entitled to vote at the meeting as originally called shall be entitled to vote
at any adjournment or adjournments thereof. The absence from any meeting of the
number of stockholders required by law or by the Certificate of Incorporation or
by these By-laws for action upon any given matter shall not prevent action at
such meeting upon any other matter or matters which may properly come before the
meeting, if the number of stockholders required in respect of such other matter
or matters shall be present.

         SECTION 7   Organization. At every meeting of the stockholders the
Chief Executive Officer, or in the absence of the Chief Executive Officer, a
director or an officer of the Corporation designated by the Board, shall act as
Chairman of the meeting. The Secretary, or, in the Secretary's absence, an
Assistant Secretary, shall act as Secretary at all meetings of the stockholders.
In the absence from any such meeting of the Secretary and the Assistant
Secretaries, the Chairman may appoint any person to act as Secretary of the
meeting.

         SECTION 8   Notice of Stockholder Business and Nominations.

              (A)    Annual Meetings of Stockholders. (1) Nominations of persons
for election to the Board of Directors of the Corporation and the proposal of
business to be considered by the stockholders may be made at an annual meeting
of stockholders (a) pursuant to the Corporation's notice of meeting, (b) by or
at the direction of the Board of Directors or (c) by any stockholder of the
Corporation who was a stockholder of record at the time of giving of notice
provided for in this By-law, who is entitled to vote at the meeting and who
complies with the notice procedures set forth in this By-law.

                     (2)   For nominations or other business to be properly
brought before an annual meeting by a stockholder pursuant to clause (c) of
paragraph (A)(1) of

                                       2

<PAGE>
this By-law, the stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation and such other business must otherwise be a
proper matter for stockholder action. To be timely, a stockholder's notice shall
be delivered to the Secretary at the principal executive offices of the
Corporation not later than the close of business on the 90th day nor earlier
than the close of business on the 120th day prior to the first anniversary of
the preceding year's annual meeting; provided, however, that in the case of the
annual meeting to be held in 2003 or in the event that the date of the annual
meeting is more than 30 days before or after such anniversary date, notice by
the stockholder to be timely must be so delivered not earlier than the close of
business on the 120th day prior to such annual meeting and not later than the
close of business on the later of the 90th day prior to such annual meeting or
the 10th day following the day on which public announcement of the date of such
meeting is first made by the Corporation. In no event shall the public
announcement of an adjournment of an annual meeting commence a new time period
for the giving of a stockholder's notice as described above. Such stockholder's
notice shall set forth (a) as to each person whom the stockholder proposes to
nominate for election or reelection as a director all information relating to
such person that is required to be disclosed in solicitations of proxies for
election of directors in an election contest, or is otherwise required, in each
case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and Rule 14a-ll thereunder (including such
person's written consent to being named in the proxy statement as a nominee and
to serving as a director if elected); (b) as to any other business that the
stockholder proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting, the reasons for conducting
such business at the meeting and any material interest in such business of such
stockholder and the beneficial owner, if any, on whose behalf the proposal is
made; and (c) as to the stockholder giving the notice and the beneficial owner,
if any, on whose behalf the nomination or proposal is made (i) the name and
address of such stockholder, as they appear on the Corporation's books, and of
such beneficial owner and (ii) the class and number of shares of the Corporation
which are owned beneficially and of record by such stockholder and such
beneficial owner.

         Notwithstanding anything in the second sentence of paragraph (A)(2) of
this By-law to the contrary, in the event that the number of directors to be
elected to the Board of Directors of the Corporation is increased and there is
no public announcement by the Corporation naming all of the nominees for
director or specifying the size of the increased Board of Directors at least 100
days prior to the first anniversary of the preceding year's annual meeting, a
stockholder's notice required by this By-law shall also be considered timely,
but only with respect to nominees for any new positions created by such
increase, if it shall be delivered to the Secretary at the principal executive
offices of the Corporation not later than the close of business on the 10th day
following the day on which such public announcement is first made by the
Corporation.

              (B)    Special Meetings of Stockholders. Only such business shall
be conducted at a special meeting of stockholders as shall have been brought
before the meeting pursuant to the Corporation's notice of meeting. Nominations
of persons for election to the Board of Directors may be made at a special
meeting of stockholders at which directors are to be elected pursuant to the
Corporation's notice of meeting (a) by or at the direction of the Board of
Directors or (b) provided that the Board of Directors has determined that
directors shall be elected at such meeting, by any stockholder of the
Corporation who is a stockholder of record at the time of giving of notice
provided for in this By-law, who shall be entitled to vote at the meeting and
who complies with the notice procedures set forth in this By-law. In the event
the Corporation calls a special meeting of stockholders for the purpose of
electing one or more directors to the Board of Directors, any stockholder who
shall be entitled to vote at the meeting may nominate a person or

                                       3

<PAGE>
persons (as the case may be), for election to such position(s) as specified in
the Corporation's notice of meeting, if the stockholder's notice required by
paragraph (A)(2) of this By-law shall be delivered to the Secretary at the
principal executive offices of the Corporation not earlier than the close of
business on the 120th day prior to such special meeting and not later than the
close of business on the later of the 90th day prior to such special meeting or
the 10th day following the day on which public announcement is first made of the
date of the special meeting and of the nominees proposed by the Board of
Directors to be elected at such meeting. In no event shall the public
announcement of an adjournment of a special meeting commence a new time period
for the giving of a stockholder's notice as described above.

              (C)    General. (1) Only such persons who are nominated in
accordance with the procedures set forth in this By-law shall be eligible to
serve as directors and only such business shall be conducted at a meeting of
stockholders as shall have been brought before the meeting in accordance with
the procedures set forth in this By-law. Except as otherwise provided by law,
the Certificate of Incorporation or these By-laws, the Chairman of the meeting
shall have the power and duty to determine whether a nomination or any business
proposed to be brought before the meeting was made or proposed, as the case may
be, in accordance with the procedures set forth in this By-law and, if any
proposed nomination or business is not in compliance with this By-law, to
declare that such defective proposal or nomination shall be disregarded.

                     (2)   For purposes of this By-law, "public announcement"
shall mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly
filed by the Corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15 (d) of the Exchange Act.

                     (3)   Notwithstanding the foregoing provisions of this
By-law, a stockholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this By-law. Nothing in this By-law shall be deemed to
affect any rights (i) of stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act or
(ii) of the holders of any series of Preferred Stock to elect directors under
specified circumstances.

         SECTION 9   Business and Order of Business. At each meeting of the
stockholders such business may be transacted as may properly be brought before
such meeting, except as otherwise provided by law or in these By-laws. The order
of business at all meetings of the stockholders shall be as determined by the
Chairman of the meeting.

         SECTION 10  Voting. Except as otherwise provided by law, the
Certificate of Incorporation or these By-laws, each stockholder shall at every
meeting of the stockholders be entitled to one vote for each share of stock held
by such stockholder. Any vote on stock may be given by the stockholder entitled
thereto in person or by proxy appointed by an instrument in writing, subscribed
(or transmitted by electronic means and authenticated as provided by law) by
such stockholder or by the stockholder's attorney thereunto authorized, and
delivered to the Secretary; provided, however, that no proxy shall be voted
after three years from its date unless the proxy provides for a longer period.
Except as otherwise provided by law, the Certificate of Incorporation or these
By-laws, at all meetings of the stockholders, all matters shall be decided by
the vote (which need not be by ballot) of a majority in interest of the
stockholders present in person or by proxy and entitled to vote thereat, a
quorum being present.

                                       4

<PAGE>
         SECTION 11  Participation at Meetings Held by Remote Communication. If
authorized by the Board of Directors in its sole discretion, and subject to such
guidelines and procedures as the Board of Directors may adopt, stockholders and
proxy holders not physically present at a meeting of stockholders may, by means
of remote communication: (A) participate in a meeting of stockholders; and (B)
be deemed present in person and vote at a meeting of stockholders whether such
meeting is to be held at a designated place or solely by means of remote
communication.

         SECTION 12  Inspectors of Election. In advance of any meeting ,of
stockholders, the Board by resolution or the Chief Executive Officer shall
appoint one or more inspectors of election to act at the meeting and make a
written report thereof. One or more other persons may be designated as alternate
inspectors to replace any inspector who fails to act. If no inspector or
alternate is present, ready and willing to act at a meeting of stockholders, the
Chairman of the meeting shall appoint one or more inspectors to act at the
meeting. Unless otherwise required by law, inspectors may be officers, employees
or agents of the Corporation. Each inspector, before entering upon the discharge
of his or her duties, shall take and sign an oath faithfully to execute the
duties of inspector with strict impartiality and according to the best of his or
her ability. The inspector shall have the duties prescribed by law and shall
take charge of the polls and, when the vote is completed, shall make a
certificate of the result of the vote taken and of such other facts as may be
required by law.

                                  ARTICLE III

                               BOARD OF DIRECTORS

         SECTION 1   General Powers. The property, affairs and business of the
Corporation shall be managed by or under the direction of its Board of
Directors.

         SECTION 2   Number, Qualifications, and Term of Office. Subject to
the rights of the holders of any series of Preferred Stock to elect additional
directors under specified circumstances, the number of directors of the
Corporation shall be fixed from time to time exclusively by the Board of
Directors pursuant to a resolution adopted by a majority of the whole Board. A
director need not be a stockholder.

         The number of directors shall be fixed from time to time exclusively by
the Board of Directors pursuant to a resolution adopted by a majority of the
total number of authorized directors (whether or not there exist any vacancies
in previously authorized directorships at the time any such resolution is
presented to the Board of Directors for adoption). At the 1983 annual meeting of
stockholders, the directors shall be divided into three classes, as nearly equal
in number as possible, with the term of office of the first class to expire at
the 1984 annual meeting of stockholders, the term of office of the second class
to expire at the 1985 annual meeting of stockholders and the term of office of
the third class to expire at the 1986 annual meeting of stockholders. At each
annual meeting of stockholders following such initial classification and
election, directors elected to succeed those directors whose terms expire shall
be elected for a term of office to expire at the third succeeding annual meeting
of stockholders after their election, unless, by reason of any intervening
changes in the authorized number of directors, the board shall designate one or
more of the then expiring directorships as directorships of another class in
order more nearly to achieve equality of number of directors among the classes.

         SECTION 3   Election of Directors. At each meeting of the stockholders
for the election of directors, at which a quorum is present, the directors shall
be elected by a plurality vote of all votes cast for the election of directors
at such meeting.

                                       5

<PAGE>
         SECTION 4   Chairman of the Board of Directors. The Board of Directors
may elect from among its members one director to serve at its pleasure as
Chairman of the Board.

         SECTION 5   Quorum and Manner of Acting. A majority of the members of
the Board of Directors shall constitute a quorum for the transaction of business
at any meeting, and the act of a majority of the directors present at any
meeting at which a quorum is present shall be the act of the Board of Directors
unless otherwise provided by law, the Certificate of Incorporation or these
By-laws. In the absence of a quorum, a majority of the directors present may
adjourn any meeting from time to time until a quorum shall be obtained. Notice
of any adjourned meeting need not be given. The directors shall act only as a
board and the individual directors shall have no power as such.

         SECTION 6   Place of Meetings. The Board of Directors may hold its
meetings at such place or places within or without the State of Delaware as the
Board may from time to time determine or as shall be specified or fixed in the
respective notices or waivers of notice thereof.

         SECTION 7   First Meeting. Promptly after each annual election of
directors, the Board of Directors shall meet for the purpose of organization,
the election of officers and the transaction of other business, at the same
place as that at which the annual meeting of stockholders was held or as
otherwise determined by the Board. Notice of such meeting need not be given.
Such meeting may be held at any other time or place which shall be specified in
a notice given as hereinafter provided for special meetings of the Board of
Directors.

         SECTION 8   Regular Meetings. Regular meetings of the Board of
Directors shall be held at such places and at such times as the Board shall from
time to time determine. If any day fixed for a regular meeting shall be a legal
holiday at the place where the meeting is to be held, then the meeting which
would otherwise be held on that day shall be held at the same hour on the next
succeeding business day not a legal holiday. Notice of regular meetings need not
be given.

         SECTION 9   Special Meetings; Notice. Special meetings of the Board of
Directors shall be held whenever called by the Chairman of the Board or the
Chief Executive Officer and shall be called by the Chairman of the Board, the
Chief Executive Officer or the Secretary of the Corporation at the written
request of three directors. Notice of each such meeting stating the time and
place of the meeting shall be given to each director by mail, telephone, other
electronic transmission or personally. If by mail, such notice shall be given
not less than five days before the meeting; and if by telephone, other
electronic transmission or personally, not less than two days before the
meeting. A notice mailed at least two weeks before the meeting need not state
the purpose thereof except as otherwise provided in these By-laws. In all other
cases the notice shall state the principal purpose or purposes of the meeting.
Notice of any meeting of the Board need not be given to a director, however, if
waived by the director in writing before or after such meeting or if the
director shall be present at the meeting, except when the director attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened.

         SECTION 10  Organization. At each meeting of the Board of Directors,
the Chairman of the Board, or, in the absence of the Chairman of the Board, the
Chief Executive Officer, or, in his or her absence, a director or an officer of
the Corporation designated by the Board shall act as Chairman of the meeting.
The Secretary, or, in the Secretary's absence, any person appointed by the
Chairman of the meeting, shall act as Secretary of the meeting.

         SECTION 11  Order of Business. At all meetings of the Board of
Directors, business shall be transacted in the order determined by the Board.

                                       6

<PAGE>
         SECTION 12  Resignations. Any director of the Corporation may resign at
any time by giving written notice to the Chairman of the Board, the Chief
Executive Officer or the Secretary of the Corporation. The resignation of any
director shall take effect at the time specified therein, and unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

         SECTION 13  Compensation. Each director shall be paid such
compensation, if any, as shall be fixed by the Board of Directors.

         SECTION 14  Indemnification. (A) The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation), by reason of the fact that such person is or was a
director, officer, employee or agent of the Corporation or any of its
majority-owned subsidiaries or is or was serving at the request of the
Corporation as a director, officer, employee or agent (except in each of the
foregoing situations to the extent any agreement, arrangement or understanding
of agency contains provisions that supersede or abrogate indemnification under
this section) of another corporation or of any partnership, joint venture,
trust, employee benefit plan or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which such
person reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his or her conduct was unlawful.

              (B)    The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that such person is or was a
director, officer, employee or agent of the Corporation or any of its
majority-owned subsidiaries, or is or was serving at the request of the
Corporation as a director, officer, employee or agent (except in each of the
foregoing situations to the extent any agreement, arrangement or understanding
of agency contains provisions that supersede or abrogate indemnification under
this section) of another corporation or of any partnership, joint venture,
trust, employee benefit plan or other enterprise against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit if such person acted in
good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the Corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery of Delaware or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery of Delaware or such other court shall deem
proper.

              (C)    To the extent that a director, officer, employee or agent
of the Corporation or any of its majority-owned subsidiaries has been successful
on the merits or otherwise in defense of any action, suit or proceeding referred
to in subsections (A) and (B), or in defense of any claim, issue or matter
therein, such person shall be indemnified against expenses (including attorneys'

                                       7

<PAGE>
fees) actually and reasonably incurred by or on behalf of such person in
connection therewith. If any such person is not wholly successful in any such
action, suit or proceeding but is successful, on the merits or otherwise, as to
one or more but less than all claims, issues or matters therein, the Corporation
shall indemnify such person against all expenses (including attorneys' fees)
actually and reasonably incurred by or on behalf of such person in connection
with each claim, issue or matter that is successfully resolved. For purposes of
this subsection and without limitation, the termination of any claim, issue or
matter by dismissal, with or without prejudice, shall be deemed to be a
successful result as to such claim, issue or matter.

              (D)    Notwithstanding any other provision of this section, to the
extent any person is a witness in, but not a party to, any action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that such person is or was a director, officer, employee or agent of
the Corporation or any of its majority-owned subsidiaries, or is or was serving
at the request of the Corporation as a director, officer, employee or agent
(except in each of the foregoing situations to the extent any agreement,
arrangement or understanding of agency contains provisions that supersede or
abrogate indemnification under this section) of another corporation or of any
partnership, joint venture, trust, employee benefit plan or other enterprise,
such person shall be indemnified against all expenses (including attorneys'
fees) actually and reasonably incurred by or on behalf of such person in
connection therewith.

              (E)    Indemnification under subsections (A) and (B) shall be made
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because such person has met the applicable standard of conduct set
forth in subsections (A) and (B). Such determination shall be made (1) if a
Change of Control (as hereinafter defined) shall not have occurred, (a) with
respect to a person who is a present or former director or officer of the
Corporation, (i) by the Board of Directors by a majority vote of the
Disinterested Directors (as hereinafter defined), even though less than a
quorum, or (ii) if there are no Disinterested Directors or, even if there are
Disinterested Directors, a majority of such Disinterested Directors so directs,
by (x) Independent Counsel (as hereinafter defined) in a written opinion to the
Board of Directors, a copy of which shall be delivered to the claimant, or (y)
the stockholders of the Corporation; or (b) with respect to a person who is not
a present or former director or officer of the Corporation, by the chief
executive officer of the Corporation or by such other officer of the Corporation
as shall be designated from time to time by the Board of Directors; or (2) if a
Change of Control shall have occurred, by Independent Counsel selected by the
claimant in a written opinion to the Board of Directors, a copy of which shall
be delivered to the claimant, unless the claimant shall request that such
determination be made by or at the direction of the Board of Directors (in the
case of a claimant who is a present or former director or officer of the
Corporation) or by an officer of the Corporation authorized to make such
determination (in the case of a claimant who is not a present or former director
or officer of the Corporation), in which case it shall be made in accordance
with clause (1) of this sentence. Any claimant shall be entitled to be
indemnified against the expenses (including attorneys' fees) actually and
reasonably incurred by such claimant in cooperating with the person or entity
making the determination of entitlement to indemnification (irrespective of the
determination as to the claimant's entitlement to indemnification) and, to the
extent successful, in connection with any litigation or arbitration with respect
to such claim or the enforcement thereof.

              (F)    If a Change of Control shall not have occurred, or if a
Change of Control shall have occurred and a director, officer, employee or agent
requests pursuant to clause (2) of the second sentence in subsection (E) that
the determination as to whether the claimant is entitled to indemnification be
made by or at the direction of the Board of Directors (in the case of a claimant
who is a present or former director or officer of the Corporation) or by an
officer of the

                                       8

<PAGE>
Corporation authorized to make such determination (in the case of a claimant who
is not a present or former director or officer of the Corporation), the claimant
shall be conclusively presumed to have been determined pursuant to subsection
(E) to be entitled to indemnification if (1) in the case of a claimant who is a
present or former director or officer of the Corporation, (a)(i) within fifteen
days after the next regularly scheduled meeting of the Board of Directors
following receipt by the Corporation of the request therefor, the Board of
Directors shall not have resolved by majority vote of the Disinterested
Directors to submit such determination to (x) Independent Counsel for its
determination or (y) the stockholders for their determination at the next annual
meeting, or any special meeting that may be held earlier, after such receipt,
and (ii) within sixty days after receipt by the Corporation of the request
therefor (or within ninety days after such receipt if the Board of Directors in
good faith determines that additional time is required by it for the
determination and, prior to expiration of such sixty-day period, notifies the
claimant thereof), the Board of Directors shall not have made the determination
by a majority vote of the Disinterested Directors, or (b) after a resolution of
the Board of Directors, timely made pursuant to clause (a)(i)(y) above, to
submit the determination to the stockholders, the stockholders meeting at which
the determination is to be made shall not have been held on or before the date
prescribed (or on or before a later date, not to exceed sixty days beyond the
original date, to which such meeting may have been postponed or adjourned on
good cause by the Board of Directors acting in good faith), or (2) in the case
of a claimant who is not a present or former director or officer of the
Corporation, within sixty days after receipt by the Corporation of the request
therefor (or within ninety days after such receipt if an officer of the
Corporation authorized to make such determination in good faith determines that
additional time is required for the determination and, prior to expiration of
such sixty-day period, notifies the claimant thereof), an officer of the
Corporation authorized to make such determination shall not have made the
determination; provided, however, that this sentence shall not apply if the
claimant has misstated or failed to state a material fact in connection with his
or her request for indemnification. Such presumed determination that a claimant
is entitled to indemnification shall be deemed to have been made (I) at the end
of the sixty-day or ninety-day period (as the case may be) referred to in clause
(1)(a)(ii) or (2) of the immediately preceding sentence or (II) if the Board of
Directors has resolved on a timely basis to submit the determination to the
stockholders, on the last date within the period prescribed by law for holding
such stockholders meeting (or a postponement or adjournment thereof as permitted
above).

              (G)    Expenses (including attorneys' fees) incurred in defending
a civil, criminal, administrative or investigative action, suit or proceeding
shall be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding to a present or former director or officer of the
Corporation, promptly after receipt of a request therefor stating in reasonable
detail the expenses incurred, and to a person who is not a present or former
director or officer of the Corporation as authorized by the chief executive
officer of the Corporation or such other officer of the Corporation as shall be
designated from time to time by the Board of Directors; provided that in each
case the Corporation shall have received an undertaking by or on behalf of the
present or former director, officer, employee or agent to repay such amount if
it shall ultimately be determined that such person is not entitled to be
indemnified by the Corporation as authorized in this section.

              (H)    The Board of Directors shall establish reasonable
procedures for the submission of claims for indemnification pursuant to this
section, determination of the entitlement of any person thereto and review of
any such determination. Such procedures shall be set forth in an appendix to
these By-laws and shall be deemed for all purposes to be a part hereof.

              (I)    For purposes of this section,

                     (1)   "Change of Control" means any of the following:

                                       9

<PAGE>
                     (a)   The acquisition by any individual, entity or group
(within the meaning of Section 13 (d)(3) or 14(d)(2) of the Exchange Act)(a
"Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of 20% or more of either (i) the then outstanding shares
of common stock of the Corporation (the "Outstanding Corporation Common Stock")
or (ii) the combined voting power of the then outstanding voting securities of
the Corporation entitled to vote generally in the election of directors (the
"Outstanding Corporation Voting Securities"); provided, however, that for
purposes of this subparagraph (a), the following acquisitions shall not
constitute a Change of Control: (w) any acquisition directly from the
Corporation, (x) any acquisition by the Corporation, (y) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the
Corporation or any corporation controlled by the Corporation or (z) any
acquisition pursuant to a transaction which complies with clauses (i), (ii) and
(iii) of subsection (c) of this Paragraph 13(I)(1); or

                     (b)   Individuals who, as of the date of the Distribution,
constitute the Board of Directors (the "Incumbent Board") cease for any reason
to constitute at least a majority of the Board of Directors; provided, however,
that any individual becoming a director subsequent to that date whose election,
or nomination for election by the Corporation's stockholders, was approved by a
vote of at least a majority of the directors then comprising the Incumbent Board
shall be considered as though such individual were a member of the Incumbent
Board, but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened election
contest with respect to the election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person other
than the Board of Directors; or

                     (c)   Consummation of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all of the
assets of the Corporation or the acquisition of assets of another entity (a
"Corporate Transaction"), in each case, unless, following such Corporate
Transaction, (i) all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of the Outstanding Corporation Common
Stock and Outstanding Corporation Voting Securities immediately prior to such
Corporate Transaction beneficially own, directly or indirectly, more than 60%
of, respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Corporate Transaction (including, without limitation, a
corporation which as a result of such transaction owns the Corporation or all or
substantially all of the Corporation's assets either directly or through one or
more subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Corporate Transaction, of the Outstanding Corporation
Common Stock and Outstanding Corporation Voting Securities, as the case may be,
(ii) no Person (excluding any employee benefit plan (or related trust) of the
Corporation or of such corporation resulting from such Corporate Transaction)
beneficially owns, directly or indirectly, 20% or more of, respectively, the
then outstanding shares of common stock of the corporation resulting from such
Corporate Transaction or the combined voting power of the then outstanding
voting securities of such corporation except to the extent that such ownership
existed prior to the Corporate Transaction and (iii) at least a majority of the
members of the board of directors of the corporation resulting from such
Corporate Transaction were members of the Incumbent Board at the time of the
execution of the initial agreement, or of the action of the Board of Directors,
providing for such Corporate Transaction; or

                     (d)   Approval by the Corporation's stockholders of a
complete liquidation or dissolution of the Corporation.

                                       10

<PAGE>
                     (3)   "Disinterested Director" means a director of the
Corporation who is not and was not a party to an action, suit or proceeding in
respect of which indemnification is sought by a director, officer, employee or
agent.

                     (4)   "Independent Counsel" means a law firm, or a member
of a law firm, that (i) is experienced in matters of corporation law; (ii)
neither presently is, nor in the past five years has been, retained to represent
the Corporation, the director, officer, employee or agent claiming
indemnification or any other party to the action, suit or proceeding giving rise
to a claim for indemnification under this section, in any matter material to the
Corporation, the claimant or any such other party, and (iii) would not, under
applicable standards of professional conduct then prevailing, have a conflict of
interest in representing either the Corporation or such director, officer,
employee or agent in an action to determine the Corporation's or such person's
rights under this section.

              (J)    The indemnification and advancement of expenses herein
provided, or granted pursuant hereto, shall not be deemed exclusive of any other
rights to which any of those indemnified or eligible for advancement of expenses
may be entitled under any agreement, vote of stockholders or Disinterested
Directors or otherwise, both as to action in such person's official capacity and
as to action in another capacity while holding such office, and shall continue
as to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators of such
person. Notwithstanding any amendment, alteration or repeal of this section or
any of its provisions, or of any of the procedures established by the Board of
Directors pursuant to subsection (H) hereof, any person who is or was a
director, officer, employee or agent of the Corporation or any of its
majority-owned subsidiaries or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation or
of any partnership, joint venture, employee benefit plan or other enterprise
shall be entitled to indemnification in accordance with the provisions hereof
and thereof with respect to any action taken or omitted prior to such amendment,
alteration or repeal except to the extent otherwise required by law.

              (K)    No indemnification shall be payable pursuant to this
section with respect to any action against the Corporation commenced by an
officer, director, employee or agent unless the Board of Directors shall have
authorized the commencement thereof or unless and to the extent that this
section or the procedures established pursuant to subsection (H) shall
specifically provide for indemnification of expenses relating to the enforcement
of rights under this section and such procedures.

         SECTION 15  Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation or of any
partnership, joint venture, trust, employee benefit plan or other enterprise
against any liability asserted against such person and incurred by such person
in any such capacity, or arising out of such person's status as such, whether or
not the Corporation would have the power or the obligation to indemnify such
person against such liability under the provisions of Section 14 of this Article
III.

                                   ARTICLE IV

                                   COMMITTEES

         SECTION 1   Appointment and Powers. The Board of Directors may, by
resolution passed by a majority of the whole Board, designate one or more
committees, each committee to consist of two or more directors of the
Corporation (or in the case of a special-purpose committee, one or

                                       11

<PAGE>
more directors of the Corporation), which, to the extent provided in said
resolution or in these By-laws and not inconsistent with Section 141 of the
Delaware General Corporation Law, as amended, shall have and may exercise the
powers of the Board of Directors in the management of the business and affairs
of the Corporation, and may authorize the seal of the Corporation to be affixed
to all papers which may require it. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the Board of Directors.

         SECTION 2   Term of Office and Vacancies. Each member of a committee
shall continue in office until a director to succeed him or her shall have been
elected and shall have qualified, or until he or she ceases to be a director or
until he or she shall have resigned or shall have been removed in the manner
hereinafter provided. Any vacancy in a committee shall be filled by the vote of
a majority of the whole Board of Directors at any regular or special meeting
thereof.

         SECTION 3   Alternates. The Board of Directors may, by resolution
passed by a majority of the whole Board, designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee.

         SECTION 4   Organization. Unless otherwise provided by the Board of
Directors, each committee shall appoint a chairman. Each committee shall keep a
record of its acts and proceedings and report the same from time to time to the
Board of Directors.

         SECTION 5   Resignations. Any regular or alternate member of a
committee may resign at any time by giving written notice to the Chairman of the
Board, the Chief Executive Officer or the Secretary of the Corporation. Such
resignation shall take effect at the time of the receipt of such notice or at
any later time specified therein, and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

         SECTION 6   Removal. Any regular or alternate member of a committee may
be removed with or without cause at any time by resolution passed by a majority
of the whole Board of Directors at any regular or special meeting.

         SECTION 7   Meetings. Regular meetings of each committee, of which no
notice shall be necessary, shall be held on such days and at such places as the
chairman of the committee shall determine or as shall be fixed by a resolution
passed by a majority of all the members of such committee. Special meetings of
each committee will be called by the Secretary at the request of any two members
of such committee, or in such other manner as may be determined by the
committee. Notice of each special meeting of a committee shall be mailed to each
member thereof at least two days before the meeting or shall be given personally
or by telephone or other electronic transmission at least one day before the
meeting. Every such notice shall state the time and place, but need not state
the purposes of the meeting. No notice of any meeting of a committee shall be
required to be given to any alternate.

         SECTION 8   Quorum and Manner of Acting. Unless otherwise provided by
resolution of the Board of Directors, a majority of a committee (including
alternates when acting in lieu of regular members of such committee) shall
constitute a quorum for the transaction of business and the act of a majority of
those present at a meeting at which a quorum is present shall be the act of such
committee. The members of each committee shall act only as a committee and the
individual members shall have no power as such.

         SECTION 9    Compensation. Each regular or alternate member of a
committee shall be paid such compensation, if any, as shall be fixed by the
Board of Directors.

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<PAGE>
                                   ARTICLE V

                                    OFFICERS

         SECTION 1   Officers. The officers of the Corporation shall be a Chief
Executive Officer, a President, one or more Vice Presidents (one or more of whom
may be Executive Vice Presidents, Senior Vice Presidents or otherwise as may be
designated by the Board), a Secretary and a Treasurer, all of whom shall be
elected by the Board of Directors. Any two or more offices may be held by the
same person. The Board of Directors may also from time to time elect such other
officers as it deems necessary.

         SECTION 2   Term of Office. Each officer shall hold office until his or
her successor shall have been duly elected and qualified in his or her stead, or
until his or her death or until he or she shall have resigned or shall, have
been removed in the manner hereinafter provided.

         SECTION 3   Additional Officers; Agents. The Chief Executive Officer or
the President may from time to time appoint and remove such additional officers
and agents as may be deemed necessary. Such persons shall hold office for such
period, have such authority, and perform such duties as provided in these
By-laws or as the Chief Executive Officer or the President may from time to time
prescribe. The Board of Directors or the Chief Executive Officer or the
President may from time to time authorize any officer to appoint and remove
agents and employees and to prescribe their powers and duties.

         SECTION 4   Salaries. Unless otherwise provided by resolution passed by
a majority of the whole Board, the salaries of all officers elected by the Board
of Directors shall be fixed by the Board of Directors.

         SECTION 5   Removal. Except where otherwise expressly provided in a
contract authorized by the Board of Directors, any officer may be removed,
either with or without cause, by the vote of a majority of the Board at any
regular or special meeting or, except in the case of an officer elected by the
Board, by any superior officer upon whom the power of removal may be conferred
by the Board or by these By-laws.

         SECTION 6   Resignations. Any officer elected by the Board of Directors
may resign at any time by giving written notice to the Chairman of the Board,
the Chief Executive Officer, the President or the Secretary. Any other officer
may resign at any time by giving written notice to the Chief Executive Officer
or the President. Any such resignation shall take effect at the date of receipt
of such notice or at any later time specified therein, and unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

         SECTION 7   Vacancies. A vacancy in any office because of death,
resignation, removal or otherwise, shall be filled for the unexpired portion of
the term in the manner provided hi these By-laws for regular election or
appointment to such office.

         SECTION 8   Chief Executive Officer. Subject to the control of the
Board of Directors, the Chief Executive Officer shall have general and overall
charge of the business and affairs of the Corporation and of its officers. The
Chief Executive Officer shall keep the Board of Directors appropriately informed
on the business and affairs of the Corporation. The Chief Executive Officer
shall preside at all meetings of the stockholders and shall enforce the
observance of the rules of order for the meetings of the stockholders and of the
By-laws of the Corporation.

                                       13

<PAGE>
         SECTION 9   President. The President shall be the chief operating
officer of the Corporation and, subject to the control of the Chief Executive
Officer, shall direct and be responsible for the operation of the business and
affairs of the Corporation. The President shall keep the Chief Executive Officer
and the Board of Directors appropriately informed on the business and affairs of
the Corporation. In the case of the absence or disability of the Chief Executive
Officer, the President shall perform all the duties and functions and execute
all the powers of, and be subject to all the restrictions upon, the Chief
Executive Officer.

         SECTION 10  Executive and Senior Vice Presidents. One or more Executive
or Senior Vice Presidents shall, subject to the control of the Chief Executive
Officer, have lead accountability for components or functions of the Corporation
as and to the extent designated by the Chief Executive Officer. Each Executive
or Senior Vice President shall keep the Chief Executive Officer appropriately
informed on the business and affairs of the designated components or functions
of the Corporation.

         SECTION 11  Vice Presidents. The Vice Presidents shall perform such
duties as may from time to time be assigned to them or any of them by the Chief
Executive Officer.

         SECTION 12  Secretary. The Secretary shall keep or cause to be kept in
books provided for the purpose the minutes of the meetings of the stockholders,
of the Board of Directors and of any committee constituted pursuant to Article
IV of these By-laws. The Secretary shall be custodian of the corporate seal and
see that it is affixed to all documents as required and attest the same. The
Secretary shall perform all duties incident to the office of Secretary and such
other duties as from time to time may be assigned to him or her.

         SECTION 13  Assistant Secretaries. At the request of the Secretary, or
in the Secretary's absence or disability, the Assistant Secretary designated by
the Secretary shall perform all the duties of the Secretary and, when so acting,
shall have all the powers of, and be subject to all the restrictions upon, the
Secretary. The Assistant Secretaries shall perform such other duties as from
time to time may be assigned to them.

         SECTION 14  Treasurer. The Treasurer shall have charge of and be
responsible for the receipt, disbursement and safekeeping of all funds and
securities of the Corporation. The Treasurer shall deposit all such funds in the
name of the Corporation in such banks, trust companies or other depositories as
shall be selected in accordance with the provisions of these By-laws. From time
to time and whenever requested to do so, the Treasurer shall render statements
of the condition of the finances of the Corporation to the Board of Directors.
The Treasurer shall perform all the duties incident to the office of Treasurer
and such other duties as from time to time may be assigned to him or her.

         SECTION 15  Assistant Treasurers. At the request of the Treasurer, or
in the Treasurer's absence or disability, the Assistant Treasurer designated by
the Treasurer shall perform all the duties of the Treasurer and, when so acting,
shall have all the powers of, and be subject to all the restrictions upon, the
Treasurer. The Assistant Treasurers shall perform such other duties as from time
to time may be assigned to them.

         SECTION 16  Certain Agreements. The Board of Directors shall have power
to authorize or direct the proper officers of the Corporation, on behalf of the
Corporation, to enter into valid and binding agreements in respect of
employment, incentive or deferred compensation, stock options, and similar or
related matters, notwithstanding the fact that a person with whom the
Corporation so contracts may be a member of its Board of Directors. Any such
agreement may validly and

                                       14

<PAGE>
lawfully bind the Corporation for a term of more than one year, in accordance
with its terms, notwithstanding the fact that one of the elements of any such
agreement may involve the employment by the Corporation of an officer, as such,
for such term.

                                   ARTICLE VI

                                 AUTHORIZATIONS

         SECTION 1   Contracts. The Board of Directors, except as otherwise
provided in these By-laws, may authorize any officer, employee or agent of the
Corporation to enter into any contract or execute and deliver any instrument in
the name of and on behalf of the Corporation, and such authority may be general
or confined to specific instances.

         SECTION 2   Loans. No loan shall be contracted on behalf of the
Corporation and no negotiable paper shall be issued in its name, unless
authorized by the Board of Directors.

         SECTION 3   Checks, Drafts, Etc. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation shall be signed by such officer or officers, employee or
employees, of the Corporation as shall from time to time be determined in
accordance with authorization of the Board of Directors.

         SECTION 4   Deposits. All funds of the Corporation shall be deposited
from time to time to the credit of the Corporation in such banks, trust
companies or other depositories as the Board of Directors may from time to time
designate, or as may be designated by any officer or officers of the Corporation
to whom such power may be delegated by the Board, and for the purpose of such
deposit the officers and employees who have been authorized to do so in
accordance with the determinations of the Board may endorse, assign and deliver
checks, drafts, and other orders for the payment of money which are payable to
the order of the Corporation.

         SECTION 5   Proxies. Except as otherwise provided in these By-laws or
in the Certificate of Incorporation, and unless otherwise provided by resolution
of the Board of Directors, the Chief Executive Officer or any other officer may
from time to time appoint an attorney or attorneys or agent or agents of the
Corporation, in the name and on behalf of the Corporation, to cast the votes
which the Corporation may be entitled to cast as a stockholder or otherwise in
any other corporation any of whose stock or other securities may be held by the
Corporation, at meetings of the holders of the stock or other securities of such
other corporations, or to consent in writing to any action by such other
corporation, and may instruct the person or persons so appointed as to the
manner of casting such vote or giving such consent, and may execute or cause to
be executed in the name and on behalf of the Corporation and under its corporate
seal, or otherwise, all such written proxies or other instruments as such
officer may deem necessary or proper in the premises.

                                  ARTICLE VII

                            SHARES AND THEIR TRANSFER

         SECTION 1   Shares of Stock. Certificates for shares of the stock of
the Corporation shall be in such form as shall be approved by the Board of
Directors. They shall be numbered in the order of their issue, by class and
series, and shall be signed by the Chief Executive Officer or a Vice President,
and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary, of the Corporation. If a share certificate is countersigned (1) by a
transfer agent other than

                                       15

<PAGE>
the Corporation or its employee, or (2) by a registrar other than the
Corporation or its employee, any other signature on the certificate may be a
facsimile. In case any officer, transfer agent, or registrar who has signed or
whose facsimile signature has been placed upon a share certificate shall have
ceased to be such officer, transfer agent, or registrar before such certificate
is issued, it may be issued by the Corporation with the same effect as if such
person were such officer, transfer agent, or registrar at the date of issue. The
Board of Directors may by resolution or resolutions provide that some or all of
any or all classes or series of the shares of stock of the Corporation shall be
uncertificated shares. Notwithstanding the preceding sentence, every holder of
uncertificated shares, upon request, shall be entitled to receive from the
Corporation a certificate representing the number of shares registered in such
stockholder's name on the books of the Corporation.

         SECTION 2   Record Ownership. A record of the name and address of each
holder of the shares of the Corporation, the number of shares held by such
stockholder, the number or numbers of any share certificate or certificates
issued to such stockholder and the number of shares represented thereby, and the
date of issuance of the shares held by such stockholder shall be made on the
Corporation's books. The Corporation shall be entitled to treat the holder of
record of any share of stock (including any holder registered in a book-entry or
direct registration system maintained by the Corporation or a transfer agent or
a registrar designated by the Board of Directors) as the holder in fact thereof
and accordingly shall not be bound to recognize any equitable or other claim to
or interest in such share on the part of any other person, whether or not it
shall have express or other notice thereof, except as required by law.

         SECTION 3   Transfer of Stock. Shares of stock shall be transferable on
the books of the Corporation by the holder of record of such stock in person or
by such person's attorney or other duly constituted representative, pursuant to
applicable law and such rules and regulations as the Board of Directors shall
from time to time prescribe. Any shares represented by a certificate shall be
transferable upon surrender of such certificate with an assignment endorsed
thereon or attached thereto duly executed and with such guarantee of signature
as the Corporation may reasonably require.

         SECTION 4   Lost, Stolen and Destroyed Certificates. The Corporation
may issue a new certificate of stock or may register uncertificated shares, if
then authorized by the Board of Directors, in the place of any certificate
theretofore issued by it, alleged to have been lost, stolen or destroyed, and
the Corporation may require the owner of the lost, stolen or destroyed
certificate, or such person's legal representative, to give the Corporation a
bond sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such certificate, the
issuance of such new certificate or the registration of such uncertificated
shares.

         SECTION 5   Transfer Agent and Registrar; Regulations. The Corporation
shall, if and whenever the Board of Directors shall so determine, maintain one
or more transfer offices or agencies, each in charge of a transfer agent
designated by the Board of Directors, where the shares of the stock of the
Corporation shall be directly transferable, and also one or more registry
offices, each in charge of a registrar designated by the Board of Directors,
where such shares of stock shall be registered, and no certificate for shares of
the stock of the Corporation, in respect of which a registrar and transfer agent
shall have been designated, shall be valid unless countersigned by such transfer
agent and registered by such registrar. The Board of Directors may also make
such additional rules and regulations as it may deem expedient concerning the
issue, transfer and registration of shares of stock of the Corporation and
concerning the registration of pledges of uncertificated shares.

                                       16

<PAGE>
         SECTION 6   Fixing Record Date. For the purpose of determining the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action. If no record
date is fixed, (1) the record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held and (2) the record date for determining stockholders
for any other purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.

         SECTION 7   Examination of Books by Stockholders. The Board of
Directors shall, subject to the laws of the State of Delaware, have power to
determine from time to time, whether and to what extent and under what
conditions and regulations the accounts and books of the Corporation, or any of
them, shall be open to the inspection of the stockholders; and no stockholder
shall have any right to inspect any book or document of the Corporation, except
as conferred by the laws of the State of Delaware, unless and until authorized
so to do by resolution of the Board of Directors or of the stockholders of the
Corporation.

                                  ARTICLE VIII

                                     NOTICE

         SECTION 1   Manner of Giving Written Notice. (A) Any notice in writing
required by law or by these By-laws to be given to any person shall be effective
if delivered personally, by depositing the same in the post office or letter box
in a postpaid envelope addressed to such person at such address as appears on
the books of the Corporation or by a form of electronic transmission consented
to by such person to whom the notice is to be given. Any such consent shall be
deemed revoked if (i) the Corporation is unable to deliver by electronic
transmission two consecutive notices given by the Corporation in accordance with
such consent and (ii) such inability becomes known to the Secretary or an
Assistant Secretary of the Corporation or to the transfer agent, or other person
responsible for the giving of notice; provided however, the inadvertent failure
to treat such inability as a revocation shall not invalidate any meeting or
other action.

              (B)    Notice by mail shall be deemed to be given at the time when
the same shall be mailed and notice by other means shall be deemed given when
actually delivered (and in the case of notice transmitted by a form of
electronic transmission, such notice shall be deemed given (i) if by facsimile
telecommunication, when directed to a number at which the stockholder has
consented to receive notice; (ii) if by electronic mail, when directed to an
electronic mail address at which the stockholder has consented to receive
notice; (iii) if by a posting on an electronic network together with separate
notice to the stockholder of such specific posting, upon the later of (a) such
posting and (b) the giving of such separate notice; and (iv) if by any other
form of electronic transmission, when directed to the stockholder).

         SECTION 2   Waiver of Notice. Whenever any notice is required to be
given to any person, a waiver thereof by such person in writing or transmitted
by electronic means (and authenticated if

                                       17

<PAGE>
and as required by law), whether before or after the time stated therein, shall
be deemed equivalent thereto.

                                   ARTICLE IX

                                      SEAL

         SECTION 1   The corporate seal shall have inscribed thereon the name of
the Corporation, the year of its organization and the words "Corporate Seal" and
"Delaware".

                                   ARTICLE X

                                   FISCAL YEAR

         The fiscal year of the Corporation shall end on the Friday closest to
September 30 in each year.

                                       18

<PAGE>

                                    APPENDIX

                            PROCEDURES FOR SUBMISSION
                 AND DETERMINATION OF CLAIMS FOR INDEMNIFICATION
               PURSUANT TO ARTICLE III, SECTION 14 OF THE BY-LAWS.

         SECTION 1   Purpose. The Procedures for Submission and Determination
of Claims for Indemnification Pursuant to Article III, Section 14 of the By-laws
(the "Procedures") are to implement the provisions of Article III, Section 14 of
the By-laws of the Corporation (the "By-laws") in compliance with the
requirement of subsection (H) thereof.

         SECTION 2   Definitions. For purposes of these Procedures:

              (A)    All terms that are defined in Article III, Section 14 of
the By-laws shall have the meanings ascribed to them therein when used in these
Procedures unless otherwise defined herein.

              (B)    "Expenses" include all reasonable attorneys' fees, court
costs, transcript costs, fees of experts, witness fees, travel expenses,
duplicating costs, printing and binding costs, telephone charges, postage,
delivery service fees, and all other disbursements or expenses of the types
customarily incurred in connection with prosecuting, defending, preparing to
prosecute or defend, investigating, or being or preparing to be a witness in, a
Proceeding; and shall also include such retainers as counsel may reasonably
require in advance of undertaking the representation of an Indemnitee in a
Proceeding.

              (C)    "Indemnitee" includes any person who was or is, or is
threatened to be made, a witness in or a party to any Proceeding by reason of
the fact that such person is or was a director, officer, employee or agent of
the Corporation or any of its majority-owned subsidiaries or is or was serving
at the request of the Corporation as a director, officer, employee or agent
(except in each of the foregoing situations to the extent any agreement,
arrangement or understanding of agency contains provisions that supersede or
abrogate indemnification under Article III, Section 14 of the By-laws) of
another corporation or of any partnership, joint venture, trust, employee
benefit plan or other enterprise.

              (D)    "Proceeding" includes any action, suit, arbitration,
alternative dispute resolution mechanism, investigation, administrative hearing
or any other proceeding, whether civil, criminal, administrative or
investigative, except one initiated by an Indemnitee unless the Board of
Directors shall have authorized the commencement thereof.

         SECTION 3   Submission and Determination of Claims.

              (A)    To obtain indemnification or advancement of Expenses under
Article III, Section 14 of the By-laws, an Indemnitee shall submit to the
Secretary of the Corporation a written request therefor, including therein or
therewith such documentation and information as is reasonably available to the
Indemnitee and is reasonably necessary to permit a determination as to whether
and what extent the Indemnitee is entitled to indemnification or advancement of
Expenses, as the case may be. The Secretary shall, promptly upon receipt of a
request for indemnification, advise the Board of Directors (if the Indemnitee is
a present or former director or officer of the Corporation) or the officer of
the Corporation authorized to make the determination as to whether an Indemnitee
is entitled to indemnification (if the Indemnitee is not a present or former
director or officer of the Corporation) thereof in writing if a determination in
accordance with Article III, Section 14(E) of the By-laws is required.

<PAGE>
              (B)    Upon written request by an Indemnitee for indemnification
pursuant to Section 3 (A) hereof, a determination with respect to the
Indemnitee's entitlement thereto in the specific case, if required by the
By-laws, shall be made in accordance with Article III, Section 14(E) of the
By-laws, and, if it is so determined that the Indemnitee is entitled to
indemnification, payment to the Indemnitee shall be made within ten days after
such determination. The Indemnitee shall cooperate with the person, persons or
entity making such determination, with respect to the Indemnitee's entitlement
to indemnification, including providing to such person, persons or entity upon
reasonable advance request any documentation or information which is not
privileged or otherwise protected from disclosure and which is reasonably
available to the Indemnitee and reasonably necessary to such determination.

              (C)    If entitlement to indemnification is to be made by
Independent Counsel pursuant to Article III, Section 14(E) of the By-laws, the
Independent Counsel shall be selected as provided in this Section 3(C). If a
Change of Control shall not have occurred, the Independent Counsel shall be
selected by the Board of Directors, and the Corporation shall give written
notice to the Indemnitee advising the Indemnitee of the identity of the
Independent Counsel so selected. If a Change of Control shall have occurred, the
Independent Counsel shall be selected by the Indemnitee (unless the Indemnitee
shall request that such selection be made by the Board of Directors, in which
event the immediately preceding sentence shall apply), and the Indemnitee shall
give written notice to the Corporation advising it of the identity of the
Independent Counsel so selected. In either event, the Indemnitee or the
Corporation, as the case may be, may, within seven days after such written
notice of selection shall have been given, deliver to the Corporation or to the
Indemnitee, as the case may be, a written objection to such selection. Such
objection may be asserted only on the ground that the Independent Counsel so
selected does not meet the requirements of "Independent Counsel" as defined in
Article III, Section 14 of the By-laws, and the objection shall set forth with
particularity the factual basis of such assertion. If such written objection is
made, the Independent Counsel so selected may not serve as Independent Counsel
unless and until a court has determined that such objection is without merit.
If, within twenty days after the next regularly scheduled Board of Directors
meeting following submission by the Indemnitee of a written request for
indemnification pursuant to Section 3 (A) hereof, no Independent Counsel shall
have been selected and not objected to, either the Corporation or the Indemnitee
may petition the Court of Chancery of the State of Delaware or other court of
competent jurisdiction for resolution of any objection which shall have been
made by the Corporation or the Indemnitee to the other's selection of
Independent Counsel and/or for the appointment as Independent Counsel of a
person selected by the Court or by such other person as the Court shall
designate, and the person with respect to whom an objection is favorably
resolved or the person so appointed shall act as Independent Counsel under
Article III, Section 14(E) of the By-laws. The Corporation shall pay any and all
reasonable fees and expenses (including without limitation any advance retainers
reasonably required by counsel) of Independent Counsel incurred by such
Independent Counsel in connection with acting pursuant to Article III, Section
14(E) of the By-laws, and the Corporation shall pay all reasonable fees and
expenses (including without limitation any advance retainers reasonably required
by counsel) incident to the procedures of Article III, Section 14(E) of the
By-laws and this Section 3(C), regardless of the manner in which Independent
Counsel was selected or appointed. Upon the delivery of its opinion pursuant to
Article III, Section 14 of the By-laws or, if earlier, the due commencement of
any judicial proceeding or arbitration pursuant to Section 4(A)(3) of these
Procedures, Independent Counsel shall be discharged and relieved of any further
responsibility in such capacity (subject to the applicable standards of
professional conduct then prevailing).

              (D)    If a Change of Control shall have occurred, in making a
determination with respect to entitlement to indemnification under the By-laws,
the person, persons or entity making such determination shall presume that an
Indemnitee is entitled to indemnification under the By-laws

                                       2

<PAGE>
if the Indemnitee has submitted a request for indemnification in accordance with
Section 3 (A) hereof, and the Corporation shall have the burden of proof to
overcome that presumption in connection with the making by any person, persons
or entity of any determination contrary to that presumption.

         SECTION 4   Review and Enforcement of Determination.

              (A)    In the event that (1) advancement of Expenses is not timely
made pursuant to Article III, Section 14 (G) of the By-laws, (2) payment of
indemnification is not made pursuant to Article III, Section 14(C) or (D) of the
By-laws within ten days after receipt by the Corporation of written request
therefor, (3) a determination is made pursuant to Article III, Section 14(E) of
the By-laws that an Indemnitee is not entitled to indemnification under the
By-laws, (4) the determination of entitlement to indemnification is to be made
by Independent Counsel pursuant to Article III, Section 14(E) of the By-laws and
such determination shall not have been made and delivered in a written opinion
within ninety days after receipt by the Corporation of the written request for
indemnification, or (5) payment of indemnification is not made within ten days
after a determination has been made pursuant to Article III, Section 14(E) of
the By-laws that an Indemnitee is entitled to indemnification or within ten days
after such determination is deemed to have been made pursuant to Article III,
Section 14(F) of the By-laws, the Indemnitee shall be entitled to an
adjudication in an appropriate court of the State of Delaware, or in any other
court of competent jurisdiction, of the Indemnitee's entitlement to such
indemnification or advancement of Expenses. Alternatively, the Indemnitee, at
his or her option, may seek an award in arbitration to be conducted by a single
arbitrator pursuant to the rules of the American Arbitration Association. The
Indemnitee shall commence such proceeding seeking an adjudication or an award in
arbitration within one year following the date on which the Indemnitee first has
the right to commence such proceeding pursuant to this Section 4(A). The
Corporation shall not oppose the Indemnitee's right to seek any such
adjudication or award in arbitration.

              (B)    In the event that a determination shall have been made
pursuant to Article III, Section 14 (E) of the By-laws that an Indemnitee is not
entitled to indemnification, any judicial proceeding or arbitration commenced
pursuant to this Section 4 shall be conducted in all respects as a de novo
trial, or arbitration, on the merits and the Indemnitee shall not be prejudiced
by reason of that adverse determination. If a Change of Control shall have
occurred, the Corporation shall have the burden of proving in any judicial
proceeding or arbitration commenced pursuant to this Section 4 that the
Indemnitee is not entitled to indemnification or advancement of Expenses, as the
case may be.

              (C)    If a determination shall have been made or deemed to have
been made pursuant to Article III, Section 14 (E) or (F) of the By-laws that an
Indemnitee is entitled to indemnification, the Corporation shall be bound by
such determination in any judicial proceeding or arbitration commenced pursuant
to this Section 4, absent (1) a misstatement or omission of a material fact in
connection with the Indemnitee's request for indemnification, or (2) a
prohibition of such indemnification under applicable law.

              (D)    The Corporation shall be precluded from asserting in any
judicial proceeding or arbitration commenced pursuant to this Section 4 that the
procedures and presumptions of these Procedures are not valid, binding and
enforceable, and shall stipulate in any such judicial proceeding or arbitration
that the Corporation is bound by all the provisions of these Procedures.

              (E)    In the event that an Indemnitee, pursuant to this Section
4, seeks to enforce the Indemnitee's rights under, or to recover damages for
breach of, Article III, Section 14 of the

                                       3

<PAGE>
By-laws or these Procedures in a judicial proceeding or arbitration, the
Indemnitee shall be entitled to recover from the Corporation, and shall be
indemnified by the Corporation against, any and all expenses (of the types
described in the definition of Expenses in Section 2 of these Procedures)
actually and reasonably incurred in such judicial proceeding or arbitration, but
only if the Indemnitee prevails therein. If it shall be determined in such
judicial proceeding or arbitration that the Indemnitee is entitled to receive
part but not all of the indemnification or advancement of Expenses sought, the
expenses incurred by the Indemnitee in connection with such judicial proceeding
or arbitration shall be appropriately prorated.

         SECTION 5   Amendments. These Procedures may be amended at any time and
from time to time in the same manner as any By-law of the Corporation in
accordance with the Certificate of Incorporation; provided, however, that
notwithstanding any amendment, alteration or repeal of these Procedures or any
provision hereof, any Indemnitee shall be entitled to utilize these Procedures
with respect to any claim for indemnification arising out of any action taken or
omitted prior to such amendment, alteration or repeal except to the extent
otherwise required by law.

                                       4


<PAGE>
                                                                     Exhibit 4.c

                                                                  EXECUTION COPY

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

                            SKYWORKS SOLUTIONS, INC.
                                     Issuer

                      4 3/4% Convertible Subordinated Notes
                              Due November 15, 2007

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

                                    INDENTURE

                          Dated as of November 12, 2002

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

                       STATE STREET BANK AND TRUST COMPANY
                                     Trustee

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

<PAGE>
                              CROSS-REFERENCE TABLE


<TABLE>
<CAPTION>
  TIA                                                      Indenture
Section                                                     Section
-------
<S>                                                        <C>
310(a)(1)      .......................................     8.10
   (a)(2)      .......................................     8.10
   (a)(3)      .......................................     N.A.
   (a)(4)      .......................................     N.A.
   (b)         .......................................     8.08; 8.10
   (c)         .......................................     N.A.
311(a)         .......................................     8.11
   (b)         .......................................     8.11
   (c)         .......................................     N.A.
312(a)         .......................................     2.06
   (b)         .......................................     12.03
   (c)         .......................................     12.03
313(a)         .......................................     8.06
   (b)(1)      .......................................     N.A.
   (b)(2)      .......................................     8.06
   (c)         .......................................     12.02
   (d)         .......................................     8.06
314(a)         .......................................     4.02; 12.02
   (b)         .......................................     N.A.
   (c)(1)      .......................................     12.04
   (c)(2)      .......................................     12.04
   (c)(3)      .......................................     N.A.
   (d)         .......................................     N.A.
   (e)         .......................................     12.05
315(a)         .......................................     8.01
   (b)         .......................................     8.05; 12.02
   (c)         .......................................     8.01
   (d)         .......................................     8.01
   (e)         .......................................     7.11
316(a)(last sentence) ................................     12.06
   (a)(1)(A)   .......................................     7.05
   (a)(1)(B)   .......................................     7.04
   (a)(2)      .......................................     N.A.
   (b)         .......................................     7.07
317(a)(1)      .......................................     7.08
   (a)(2)      .......................................     7.09
   (b)         .......................................     2.05
318(a)         .......................................     12.01
</TABLE>


                           N.A. means Not Applicable.

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

Note: This Cross-Reference Table shall not, for any purpose, be deemed to be
part of the Indenture.

<PAGE>
                                TABLE OF CONTENTS



<TABLE>
<S>            <C>                                                                             <C>
                                            ARTICLE 1
                           Definitions and Incorporation by Reference


SECTION 1.01.  Definitions...................................................................   1
SECTION 1.02.  Other Definitions.............................................................  10
SECTION 1.03.  Incorporation by Reference of Trust Indenture Act.............................  10
SECTION 1.04.  Rules of Construction.........................................................  11

                                            ARTICLE 2
                                         The Securities

SECTION 2.01.  Form and Dating...............................................................  12
SECTION 2.02.  Execution and Authentication..................................................  13
SECTION 2.03.  Registrar, Paying Agent and Conversion Agent..................................  14
SECTION 2.04.  Maintenance of Office or Agency...............................................  14
SECTION 2.05.  Paying Agent To Hold Money in Trust...........................................  15
SECTION 2.06.  Securityholder Lists..........................................................
  15
SECTION 2.07.  Transfer and Exchange.........................................................  16
SECTION 2.08.  Additional Transfer and Exchange Requirements.................................  17
SECTION 2.09.  CUSIP Numbers.................................................................  25
SECTION 2.10.  Replacement Securities........................................................  26
SECTION 2.11.  Outstanding Securities........................................................  26
SECTION 2.12.  Temporary Securities..........................................................  27
SECTION 2.13.  Cancellation..................................................................  27
SECTION 2.14.  Defaulted Interest............................................................  27

                                            ARTICLE 3
                                           Redemption

SECTION 3.01.  Optional Redemption...........................................................  28
SECTION 3.02.  Notices to Trustee............................................................  28
SECTION 3.03.  Selection of Securities to Be Redeemed........................................  28
SECTION 3.04.  Notice of Redemption..........................................................  29
SECTION 3.05.  Effect of Notice of Redemption................................................  30
SECTION 3.06.  Deposit of Redemption Price...................................................  30
SECTION 3.07.  Securities Redeemed in Part...................................................  31
</TABLE>


<PAGE>

<TABLE>
<S>            <C>                                                                             <C>
                                            ARTICLE 4
                                            Covenants

SECTION 4.01.  Payment of Securities.........................................................  31
SECTION 4.02.  SEC Reports...................................................................  31
SECTION 4.03.  Compliance Certificates.......................................................  33
SECTION 4.04   Further Instruments and Acts..................................................  32
SECTION 4.05.  Maintenance of Corporate Existence............................................  32
SECTION 4.06.  Payment of Additional Interest................................................  32
SECTION 4.07.  Purchase of Securities at Option of the Holder upon Change in Control.........  32
SECTION 4.08.  Effect of Change in Control Purchase Notice...................................  36
SECTION 4.09.  Deposit of Change in Control Purchase Price...................................  37
SECTION 4.10.  Securities Purchased in Part..................................................  38
SECTION 4.11.  Compliance with Securities Laws upon Purchase of Securities...................  38
SECTION 4.12   Repayment to the Company......................................................  38

                                            ARTICLE 5
                                           Conversion

SECTION 5.01.  Conversion Privilege..........................................................  38
SECTION 5.02.  Conversion Procedure..........................................................  39
SECTION 5.03.  Fractional Shares.............................................................  41
SECTION 5.04.  Taxes on Conversion...........................................................  41
SECTION 5.05.  Company To Provide Stock......................................................  41
SECTION 5.06.  Adjustment of Conversion Price................................................  42
SECTION 5.07.  No Adjustment.................................................................  48
SECTION 5.08.  Adjustment for Tax Purposes...................................................  49
SECTION 5.09.  Notice of Adjustment..........................................................  49
SECTION 5.10.  Notice of Certain Transactions................................................  49
SECTION 5.11.  Effect of Reclassification, Consolidation, Merger or Sale on
               Conversion Privilege..........................................................  50
SECTION 5.12.  Trustee's Disclaimer..........................................................  51
SECTION 5.13.  Voluntary Reduction...........................................................  51

                                            ARTICLE 6
                                       Successor Companies

SECTION 6.01.  When Company May Merge or Transfer Assets.....................................  52

                                            ARTICLE 7
                                      Defaults and Remedies

SECTION 7.01.  Events of Default.............................................................  53
SECTION 7.02.  Acceleration..................................................................  54
</TABLE>


<PAGE>

<TABLE>
<S>            <C>                                                                             <C>
SECTION 7.03.  Other Remedies................................................................  55
SECTION 7.04.  Waiver of Past Defaults.......................................................  55
SECTION 7.05.  Control by Majority...........................................................  55
SECTION 7.06.  Limitation on Suits...........................................................  56
SECTION 7.07.  Rights of Holders to Receive Payment..........................................  56
SECTION 7.08.  Collection Suit by Trustee....................................................  57
SECTION 7.09.  Trustee May File Proofs of Claim..............................................  57
SECTION 7.10.  Priorities....................................................................  57
SECTION 7.11.  Undertaking for Costs.........................................................  58

                                            ARTICLE 8
                                             Trustee

SECTION 8.01.  Duties of Trustee.............................................................  58
SECTION 8.02.  Rights of Trustee.............................................................  60
SECTION 8.03.  Individual Rights of Trustee..................................................  61
SECTION 8.04.  Trustee's Disclaimer..........................................................  61
SECTION 8.05.  Notice of Defaults............................................................  61
SECTION 8.06.  Reports by Trustee to Holders.................................................  61
SECTION 8.07.  Compensation and Indemnity....................................................  62
SECTION 8.08.  Replacement of Trustee........................................................  63
SECTION 8.09.  Successor Trustee by Merger...................................................  64
SECTION 8.10.  Eligibility; Disqualification.................................................  64
SECTION 8.11.  Preferential Collection of Claims Against Company.............................  64

                                            ARTICLE 9
                                     Discharge of Indenture

SECTION 9.01.  Satisfaction and Discharge of Indenture.......................................  65
SECTION 9.02.  Application of Trust Money....................................................  66
SECTION 9.03.  Repayment to Company..........................................................  66
SECTION 9.04.  Reinstatement.................................................................  66

                                           ARTICLE 10
                                           Amendments

SECTION 10.01. Without Consent of Holders....................................................  67
SECTION 10.02. With Consent of Holders.......................................................  67
SECTION 10.03. Compliance with Trust Indenture Act...........................................  69
SECTION 10.04. Revocation and Effect of Consents and Waivers.................................  69
SECTION 10.05. Notation on or Exchange of Securities.........................................  70
SECTION 10.06. Trustee To Sign Amendments....................................................  70
</TABLE>


<PAGE>

<TABLE>
<S>            <C>                                                                             <C>
SECTION 10.07. Payment for Consent...........................................................  70

                                           ARTICLE 11
                                          Subordination

SECTION 11.01. Agreement To Subordinate......................................................  70
SECTION 11.02. Liquidation, Dissolution, Bankruptcy .........................................  71
SECTION 11.03. Default on Senior Indebtedness................................................  71
SECTION 11.04. Acceleration of Payment of Securities.........................................  73
SECTION 11.05. When Distribution Must Be Paid Over...........................................  73
SECTION 11.06. Subrogation...................................................................  73
SECTION 11.07. Relative Rights...............................................................  74
SECTION 11.08. Subordination May Not Be Impaired.............................................  74
SECTION 11.09. Rights of Trustee and Paying Agent............................................  74
SECTION 11.10. Distribution or Notice to Representative......................................  75
SECTION 11.11. Article 11 Not To Prevent Events of Default or Limit Right To Accelerate......  75
SECTION 11.12. Trustee Entitled To Rely......................................................  75
SECTION 11.13. Trustee To Effectuate Subordination...........................................  75
SECTION 11.14. Trustee Not Fiduciary for Holders of Senior Indebtedness......................  76
SECTION 11.15. Reliance by Holders of Senior Indebtedness on Subordination Provisions........  76

                                           ARTICLE 12
                                          Miscellaneous

SECTION 12.01. Trust Indenture Act Controls                                                    76
SECTION 12.02. Notices.......................................................................  77
SECTION 12.03. Communication by Holders with Other Holders...................................  77
SECTION 12.04. Certificate and Opinion as to Conditions Precedent............................  77
SECTION 12.05. Statement Required in Certificate of Opinion..................................  78
SECTION 12.06. When Securities Disregarded...................................................  78
SECTION 12.07. Rules by Trustee, Paying Agent and Registrar..................................  79
SECTION 12.08. Legal Holidays................................................................  79
SECTION 12.09. Governing Law.................................................................  79
SECTION 12.10. No Recourse Against Others....................................................  79
</TABLE>


<PAGE>

<TABLE>
<S>            <C>                                                                             <C>
SECTION 12.11. Successors....................................................................  79
SECTION 12.12. Multiple Originals............................................................  79
SECTION 12.13. Table of Contents; Headings...................................................  79
</TABLE>


Exhibit A - Form of Security
Exhibit 1 to Rule 144A/Regulation S Appendix

<PAGE>
                                    INDENTURE dated as of November 12, 2002,
                           between Skyworks Solutions, Inc., a Delaware
                           corporation (the "Company"), and State Street Bank
                           and Trust Company, a trust company organized under
                           the laws of the Commonwealth of Massachusetts, as
                           trustee hereunder (the "Trustee").

                  Both parties agree as follows for the benefit of the other
party and for the equal and ratable benefit of the Holders of the Company's 4
3/4% Convertible Subordinated Notes Due November 15, 2007 (the "Securities").

                                    ARTICLE 1

                  Definitions and Incorporation by Reference

                  SECTION 1.01.  Definitions.

                  "Additional Interest" has the meaning specified in Section 5
of the Registration Rights Agreement. All references herein to interest accrued
or payable as of any date shall include any Additional Interest accrued or
payable as of such date as provided in the Registration Rights Agreement.

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

                  "Applicable Procedures" means, with respect to any transfer or
exchange of beneficial ownership interests in a Global Security, the rules and
procedures of the Depositary that are applicable to such transfer or exchange.

                  "Attributable Debt" in respect of a Sale/Leaseback Transaction
means, as at the time of determination, the present value (discounted at the
interest rate borne by the

<PAGE>
                                                                               2

Securities, compounded annually) of the total obligations of the lessee for
rental payments during the remaining term of the lease included in such
Sale/Leaseback Transaction (including any period for which such lease has been
extended).

                  "Board of Directors" means the Board of Directors of the
Company or any committee thereof duly authorized to act on behalf of such Board.

                  "Business Day" means each day which is not a Legal Holiday.

                  "Capital Lease Obligation" means an obligation that is
required to be classified and accounted for as a capital lease for financial
reporting purposes in accordance with GAAP, and the amount of Indebtedness
represented by such obligation shall be the capitalized amount of such
obligation determined in accordance with GAAP; and the Stated Maturity thereof
shall be the date of the last payment of rent or any other amount due under such
lease prior to the first date upon which such lease may be terminated by the
lessee without payment of a penalty.

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

                  "Certificated Security" means a Security that is in
substantially the form attached hereto as Exhibit A and that does not include
the information or the schedule called for by footnotes 1, 3 and 4 thereof.

                  "Code" means the Internal Revenue Code of 1986, as amended.

                  "Common Stock" means the common stock of the Company, par
value $.25 per share, as it exists on the date of this Indenture and any shares
of any class or classes of capital stock of the Company resulting from any
reclassification or reclassifications thereof and which have no preference in
respect of dividends or of amounts payable in the event of any voluntary or
involuntary liquidation, dissolution or winding-up of the Company and which are
not

<PAGE>
                                                                               3

subject to redemption by the Company; provided, however, that if at any time
there shall be more than one resulting class, the shares of each class then so
issuable on conversion of Securities shall be substantially in the proportion
which the total number of shares of such class resulting from all such
reclassifications bears to the total number of shares of all such classes
resulting from such reclassifications.

                  "Company" means Skyworks Solutions, Inc., a Delaware
corporation, and its successors.

                  "Corporate Trust Office" means the principal corporate trust
office of the Trustee at 2 Avenue de Lafayette, 6th Floor, Boston Massachusetts,
02111, Attention: Corporate Trust Department, or such other office, designated
by the Trustee by written notice to the Company and approved by the Company, at
which at any particular time its corporate trust business shall be administered.

                  "Currency Agreement" means in respect of a Person any foreign
exchange contract, currency swap agreement or other similar agreement designed
to protect such Person against fluctuations in currency values.

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

                  "Designated Senior Indebtedness" means any Senior Indebtedness
of the Company which, at the date of determination, has an aggregate principal
amount outstanding of, or under which, at the date of determination, the holders
thereof are committed to lend up to, at least $10 million and is specifically
designated by the Company in the instrument evidencing or governing such Senior
Indebtedness as "Designated Senior Indebtedness" for purposes of this Indenture
and shall include the 15% Convertible Senior Subordinated Notes due June 30,
2005 of the Company and the 15% Convertible Notes due June 30, 2005 of the
Company, in each case without regard to the principal amount outstanding.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

<PAGE>
                                                                               4

                  "GAAP" means generally accepted accounting principles in the
United States of America as in effect as of November 12, 2002, including those
set forth in (1) the opinions and pronouncements of the Accounting Principles
Board of the American Institute of Certified Public Accountants, (2) statements
and pronouncements of the Financial Accounting Standards Board, (3) such other
statements by such other entity as approved by a significant segment of the
accounting profession and (4) the rules and regulations of the SEC governing the
inclusion of financial statements (including pro forma financial statements) in
periodic reports required to be filed pursuant to Section 13 of the Exchange
Act, including opinions and pronouncements in staff accounting bulletins and
similar written statements from the accounting staff of the SEC.

                  "Global Security" means a permanent Global Security that is in
substantially the form attached hereto as Exhibit A and that includes the
information and schedule called for by footnotes 1, 3 and 4 thereof and which is
deposited with the Depositary or its custodian and registered in the name of the
Depositary or its nominee.

                  "Guarantee" means any obligation, contingent or otherwise, of
any Person directly or indirectly guaranteeing any Indebtedness of any other
Person or any obligation, direct or indirect, contingent or otherwise, of such
Person (1) to purchase or pay (or advance or supply funds for the purchase or
payment of) such Indebtedness of such Person (whether arising by virtue of
partnership arrangements, or by agreements to keep-well, to purchase assets,
goods, securities or services, to take-or-pay or to maintain financial statement
conditions or otherwise) or (2) entered into for the purpose of assuring in any
other manner the obligee of such Indebtedness of the payment thereof or to
protect such obligee against loss in respect thereof (in whole or in part);
provided, however, that the term "Guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business. The term "Guarantee"
used as a verb has a corresponding meaning. The term "Guarantor" shall mean any
Person Guaranteeing any obligation.

                  "Hedging Obligations" of any Person means the obligations of
such Person pursuant to any Interest Rate Agreement or Currency Agreement.

<PAGE>
                                                                               5

                  "Holder" or "Securityholder" means the Person in whose name a
Security is registered on the Registrar's books.

                  "Incur" means issue, assume, Guarantee, incur or otherwise
become liable for; provided, however, that any Indebtedness or Capital Stock of
a Person existing at the time such Person becomes a Subsidiary (whether by
merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred
by such Person at the time it becomes a Subsidiary. The term "Incurrence" when
used as a noun shall have a correlative meaning. The accretion of principal of a
non-interest bearing or other discount security shall not be deemed the
Incurrence of Indebtedness.

                  "Indebtedness" means, with respect to any Person on any date
of determination (without duplication):

                  (1) the principal of and premium (if any) in respect of (A)
         indebtedness of such Person for money borrowed and (B) indebtedness
         evidenced by notes, debentures, bonds or other similar instruments for
         the payment of which such Person is responsible or liable;

                  (2) all Capital Lease Obligations of such Person and all
         Attributable Debt in respect of Sale/Leaseback Transactions entered
         into by such Person;

                  (3) all obligations of such Person issued or assumed as the
         deferred purchase price of property, all conditional sale obligations
         of such Person and all obligations of such Person under any title
         retention agreement (but excluding trade accounts payable arising in
         the ordinary course of business);

                  (4) all obligations of such Person for the reimbursement of
         any obligor on any letter of credit, banker's acceptance or similar
         credit transaction (other than obligations with respect to letters of
         credit securing obligations (other than obligations described in
         clauses (1) through (3) above) entered into in the ordinary course of
         business of such Person to the extent such letters of credit are not
         drawn upon or, if and to the extent drawn upon, such drawing is
         reimbursed no later than the tenth Business Day following payment on
         the letter of credit);

<PAGE>
                                                                               6

                  (5) the amount of all obligations of such Person with respect
         to the redemption, repayment or other repurchase of any Capital Stock
         of such Person;

                  (6) all obligations of the type referred to in clauses (1)
         through (5) of other Persons and all dividends of other Persons for the
         payment of which, in either case, such Person is responsible or liable,
         directly or indirectly, as obligor, guarantor or otherwise, including
         by means of any Guarantee;

                  (7) all obligations of the type referred to in clauses (1)
         through (6) of other Persons secured by any Lien on any property or
         asset of such Person (whether or not such obligation is assumed by such
         Person), the amount of such obligation being deemed to be the lesser of
         the value of such property or assets or the amount of the obligation so
         secured; and

                  (8) to the extent not otherwise included in this definition,
         Hedging Obligations of such Person.

The amount of Indebtedness of any Person at any date shall be the outstanding
balance at such date of all unconditional obligations as described above and the
maximum liability, upon the occurrence of the contingency giving rise to the
obligation, of any contingent obligations at such date; provided, however, that
in the case of Indebtedness sold at a discount, the amount of such Indebtedness
at any time will be the accreted value thereof at such time.

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

                  "Interest Rate Agreement" means in respect of a Person any
interest rate swap agreement, interest rate cap agreement or other financial
agreement or arrangement designed to protect such Person against fluctuations in
interest rates.

                  "Issue Date" means the date on which the Securities are
originally issued.

                  "Lien" means any mortgage, pledge, security interest,
encumbrance, lien or similar charge.

<PAGE>
                                                                               7

                  "Obligations" means with respect to any Indebtedness all
obligations for principal, premium, interest, penalties, fees, indemnifications,
reimbursements, and other amounts payable pursuant to the documentation
governing such Indebtedness.

                  "Officer" means the Chief Executive Officer, the President,
any Vice President, the Treasurer, the Corporate Controller or the Secretary of
the Company.

                  "Officer's Certificate" means a certificate signed by an
Officer.

                  "Opinion of Counsel" means a written opinion from legal
counsel who is acceptable to the Trustee. The counsel may be an employee of or
counsel to the Company or the Trustee.

                  "Person" means any individual, corporation, partnership,
limited liability company, joint venture, association, joint-stock company,
trust, unincorporated organization, government or any agency or political
subdivision thereof or any other entity.

                  "Preferred Stock", as applied to the Capital Stock of any
Person, means Capital Stock of any class or classes (however designated) which
is preferred as to the payment of dividends or distributions, or as to the
distribution of assets upon any voluntary or involuntary liquidation or
dissolution of such Person, over shares of Capital Stock of any other class of
such Person.

                  "principal" of a Security means the principal of the Security
plus the premium, if any, payable on the Security which is due or overdue or is
to become due at the relevant time.

                  "Refinance" means, in respect of any Indebtedness, to
refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or
to issue other Indebtedness in exchange or replacement for, such indebtedness.
"Refinanced" and "Refinancing" shall have correlative meanings.

                  "Registration Rights Agreement" means the Registration Rights
Agreement, dated November 12, 2002 among the Company and Credit Suisse First
Boston Corporation, CIBC

<PAGE>
                                                                               8

World Markets Corp. and U.S. Bancorp Piper Jaffray Inc., as initial purchasers.

                  "Representative" means any trustee, agent or representative
(if any) for an issue of Senior Indebtedness; provided, however, that if and for
so long as any Senior Indebtedness lacks such a representative, then the
Representative for such Senior Indebtedness shall at all times be the holders of
a majority in outstanding principal amount of such Senior Indebtedness.

                  "Restricted Certificated Security" means a Certificated
Security which is a Transfer Restricted Security.

                  "Restricted Global Security" means a Global Security which is
a Transfer Restricted Security.

                  "Sale/Leaseback Transaction" means an arrangement relating to
property now owned or hereafter acquired whereby the Company transfers such
property to a Person and the Company leases it from such Person.

                  "SEC" means the Securities and Exchange Commission.

                  "Securities" means the Securities issued under this Indenture.

                  "Securities Act" means the Securities Act of 1933, as amended.

                  "Securities Custodian" means the custodian with respect to a
Global Security (as appointed by the Depository), or any successor Person
thereto and shall initially be the Trustee.

                  "Senior Indebtedness" means with respect to any Person all (1)
Indebtedness of such Person, whether outstanding on the Issue Date or thereafter
Incurred, and (2) all other Obligations of such Person (including interest
accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to such Person whether or not post-filing interest is
allowed in such proceeding) in respect of Indebtedness described in clause (1)
above unless, in the case of clauses (1) and (2), in the instrument creating or
evidencing the same or

<PAGE>
                                                                               9

pursuant to which the same is outstanding, it is provided that such Indebtedness
or other Obligations are not superior in right of payment to the Securities;
provided, however, that Senior Indebtedness shall not include (1) any obligation
of such Person to any Subsidiary, (2) any liability for Federal, state, local or
other taxes owed or owing by such Person or (3) any accounts payable or other
liability to trade creditors arising in the ordinary course of business
(including guarantees thereof or instruments evidencing such liabilities).

                  "Stated Maturity" means, with respect to any security, the
date specified in such security as the fixed date on which the final payment of
principal of such security is due and payable, including pursuant to any
mandatory redemption provision (but excluding any provision providing for the
repurchase of such security at the option of the holder thereof upon the
happening of any contingency unless such contingency has occurred).

                  "Subsidiary" means, in respect of any Person, any corporation,
association, partnership or other business entity of which more than 50% of the
total voting power of shares of Capital Stock or other interests (including
partnership interests) entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof
is at the time owned or controlled, directly or indirectly, by (1) such Person,
(2) such Person and one or more Subsidiaries of such Person or (3) one or more
Subsidiaries of such Person.

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

                  "Trading Day" means, with respect to any security, each
Monday, Tuesday, Wednesday, Thursday and Friday, other than any day on which
securities are not generally traded on the principal exchange or market in which
such security is traded.

                  "Trustee" means the party named as such in this Indenture
until a successor replaces it and, thereafter, means the successor.

                  "Trust Officer" means any officer within the Corporate Trust
Office of the Trustee with direct

<PAGE>
                                                                              10

responsibility for the administration of this Indenture and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of his or her knowledge and familiarity with the
particular subject.

                  "Uniform Commercial Code" means the New York Uniform
Commercial Code as in effect from time to time.

                  "Unrestricted Certificated Security" means a Certificated
Security that is not a Transfer Restricted Security.

                  "Unrestricted Global Security" means a Global Security that is
not a Transfer Restricted Security.

                  "Voting Stock" means any class or classes of Capital Stock
pursuant to which the holders thereof under ordinary circumstances have the
power to vote in the election of the board of directors, managers or trustees of
any Person, or other persons performing similar functions irrespective of
whether or not the Capital Stock of any other class or classes shall have, or
might have, voting power by reason of the happening of any contingency.

<PAGE>
                                                                              11

                  SECTION 1.02. Other Definitions.


<TABLE>
<CAPTION>
                                            Defined in
                       Term                  Section
                       ----                 ---------
<S>                                         <C>
"Agent Members" ........................     2.01(c)
"Bankruptcy Law" .......................     7.01
"Blockage Notice" ......................    11.03
"Change in Control".....................     4.07(a)
"Change in Control Purchase Date".......     4.07(a)
"Change in Control Purchase Notice".....     4.07(c)
"Change in Control Purchase Price"......     4.07(a)
"Closing Price".........................     5.06(f)
"Conversion Agent"......................     2.03
"Conversion Date".......................     5.02
"Conversion Price"......................     5.06
"Current Market Price Per Share"........     5.06(f)
"Defaulted Interest"....................     2.10
"Depositary"............................     2.01(b)
"Determination Date"....................     5.06(d)
"DTC"...................................     2.01(b)
"Expiration Date".......................     5.06(e)
"Expiration Time".......................     5.06(e)
"Event of Default" .....................     7.01
"Legal Holiday" ........................    12.08
"NNM"...................................     5.06(f)
"NYSE"..................................     5.06(f)
"Optional Redemption"...................     3.01
"Optional Redemption Date"..............     3.01
"Optional Redemption Price".............     3.01
"pay the Securities" ...................    11.03
"Paying Agent" .........................     2.03
"Payment Blockage Period" ..............    11.03
"Payment Default" ......................    11.03
"Purchase Agreement.....................     2.01(a)
"Purchased Shares"......................     5.06(e)
"QIB"...................................     2.08(b)(y)(2)
"Registrar".............................     2.03
"Regulation S"..........................     2.01(b)
"Rule 144A".............................     2.01(b)
"Successor Person" .....................     6.01
"Transfer Certificate"..................     2.08(f)(1)
"Transfer Restricted Security"..........     2.08(f)(1)
"Triggering Distribution"...............     5.06(d)
"Unissued Shares".......................     4.07(a)
</TABLE>


<PAGE>
                                                                              12

                  SECTION 1.03. Incorporation by Reference of Trust Indenture
Act. The mandatory provisions of the TIA are incorporated by reference in and
made a part of this Indenture. The following TIA terms have the following
meanings:

                  "Commission" means the SEC;

                  "indenture security holder" means a Securityholder;

                  "indenture to be qualified" means this Indenture;

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

                  "obligor" on the indenture securities means the Company any
other obligor on the securities.

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

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

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

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

                  (3) "or" is not exclusive;

                  (4) "including" means including without limitation;

                  (5) words in the singular include the plural and words in the
         plural include the singular;

                  (6) unsecured Indebtedness shall not be deemed to be
         subordinate or junior to Indebtedness secured by a Lien merely by
         virtue of its nature as unsecured Indebtedness;

                  (7) the principal amount of any noninterest bearing or other
         discount security at any date shall be

<PAGE>
                                                                              13

         the principal amount thereof that would be shown on a balance sheet of
         the Company dated such date prepared in accordance with GAAP; and

                  (8) all references to any amount of interest or any other
         amount payable on or with respect to any of the Securities shall be
         deemed to include payment of any Additional Interest pursuant to the
         Registration Rights Agreement.

                                    ARTICLE 2

                                 The Securities

                  SECTION 2.01. (a) Form and Dating. The Securities and the
Trustee's certificate of authentication shall be substantially in the form of
Exhibit A, which is hereby incorporated in and expressly made part of this
Indenture. The Securities may have notations, legends or endorsements required
by law, stock exchange rule, agreements to which the Company is subject, if any,
or usage (provided that any such notation, legend or endorsement is in a form
acceptable to the Company). The Securities are being offered and sold by the
Company pursuant to a Purchase Agreement dated November 6, 2002 (the "Purchase
Agreement"), among the Company and Credit Suisse First Boston Corporation, CIBC
World Markets Corp. and U.S. Bancorp Piper Jaffray. Each Security shall be dated
the date of its authentication. The terms of the Securities set forth in Exhibit
A are part of the terms of this Indenture.

                  (b) Restricted Global Securities. All of the Securities are
initially being offered and sold in reliance on Rule 144A ("Rule 144A")or in
reliance on Regulation S ("Regulation S") under the Securities Act and shall be
issued initially in the form of one or more Restricted Global Securities, which
shall be deposited on behalf of the purchasers of the Securities represented
thereby with the Trustee, at its Corporate Trust Office, as custodian for the
depositary, The Depository Trust Company ("DTC") (such depositary, or any
successor thereto, being hereinafter referred to as the "Depositary"), and
registered in the name of its nominee, Cede & Co., duly executed by the Company
and authenticated by the Trustee as hereinafter provided. The aggregate
principal amount of the Restricted Global Security may from time to time be
increased or decreased by

<PAGE>
                                                                              14

adjustments made on the records of the Securities Custodian as hereinafter
provided, subject in each case to compliance with the Applicable Procedures.

                  (c) Global Securities in General. Each Global Security shall
represent such of the outstanding Securities as shall be specified therein and
each shall provide that it shall represent the aggregate amount of outstanding
Securities from time to time endorsed thereon and that the aggregate amount of
outstanding Securities represented thereby may from time to time be reduced or
increased, as appropriate, to reflect exchanges, redemptions, purchases or
conversions of such Securities. Any endorsement of a Global Security to reflect
the amount of any increase or decrease in the amount of outstanding Securities
represented thereby shall be made by the Securities Custodian in accordance with
the standing instructions and procedures existing between the Depositary and the
Securities Custodian.

                  Members of, or participants in, the Depositary ("Agent
Members") shall have no rights under this Indenture with respect to any Global
Security held on their behalf by the Depositary or under any Global Security,
and the Depositary (including, for this purpose, its nominee) may be treated by
the Company, the Trustee and any agent of the Company or the Trustee as the
absolute owner and Holder of such Global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall (1) prevent the Company, the
Trustee or any agent of the Company or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by the Depositary
or (2) impair, as between the Depositary and its Agent Members, the operation of
customary practices governing the exercise of the rights of a Holder of any
Security.

                  SECTION 2.02. Execution and Authentication. An Officer shall
sign the Securities for the Company by manual or facsimile signature.
Typographic and other minor defects in any facsimile signature shall not affect
the validity or enforceability of any Security which has been authenticated and
delivered by the Trustee.

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

<PAGE>
                                                                              15

                  A Security shall not be valid until an authorized signatory of
the Trustee manually signs the certificate of authentication on the Security.
The signature shall be conclusive evidence that the Security has been
authenticated under this Indenture.

                  On the Issue Date, the Trustee shall authenticate and deliver
up to $230 million of 4 3/4% Convertible Subordinated Notes Due November 15,
2007, which will be represented by a Restricted Global Security.

                  The Trustee may appoint an authenticating agent reasonably
acceptable to the Company to authenticate the Securities. Unless limited by the
terms of such appointment, an authenticating agent may authenticate Securities
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as any Registrar, Paying Agent or agent
for service of notices and demands.

                  SECTION 2.03. Registrar, Paying Agent and Conversion Agent.
The Company shall maintain an office or agency where Securities may be presented
for registration of transfer or for exchange (the "Registrar"), an office or
agency where Securities may be presented for payment (the "Paying Agent") and
one or more offices or agencies where securities may be presented for conversion
(each, a "Conversion Agent"). The Registrar shall keep a register of the
Securities and of their transfer and exchange. The Company may have one or more
co-registrars and one or more additional paying agents. The term "Paying Agent"
includes any additional paying agent.

                  The Company shall enter into an appropriate agency agreement
with any Registrar, co-registrar, Paying Agent or Conversion Agent not a party
to this Indenture, which shall incorporate the terms of the TIA. The agreement
shall implement the provisions of this Indenture that relate to such agent. The
Company shall notify the Trustee of the name and address of any such agent. If
the Company fails to maintain a Registrar, Paying Agent or Conversion Agent, the
Trustee shall act as such and shall be entitled to appropriate compensation
therefor pursuant to Section 8.07. The Company may act as Paying Agent,
Registrar, co-registrar, transfer agent or Conversion Agent.

<PAGE>
                                                                              16

                  The Company initially appoints the Trustee as Registrar,
Paying Agent and Conversion Agent in connection with the Securities.

                  SECTION 2.04. Maintenance of Office or Agency. The Company
shall maintain in the Borough of Manhattan, the City of New York, an office or
agency (which may be an office of the Trustee or an affiliate of the Trustee,
Registrar or co-registrar) where Securities may be surrendered for registration
of transfer or for exchange and where notices and demands to or upon the Company
in respect of the Securities and this Indenture may be served. Such office shall
initially be State Street Bank and Trust Company, N.A., located at 61 Broadway,
New York, New York 10005. The Company shall give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee.

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

                  SECTION 2.05. Paying Agent To Hold Money in Trust. Prior to
each due date of the principal and interest on any Security, the Company shall
deposit with the Paying Agent a sum sufficient to pay such principal and
interest when so becoming due. The Company shall require each Paying Agent
(other than the Trustee) to agree in writing that the Paying Agent shall hold in
trust for the benefit of Securityholders or the Trustee all money held by the
Paying Agent for the payment of principal of or interest on the Securities and
if the Paying Agent is different than the Trustee, shall notify the Trustee of
any default by the Company in making any such payment, and while any such

<PAGE>
                                                                              17

default continues, the Trustee may require the Paying Agent to pay all money
held by it to the Trustee. If the Company or a Subsidiary acts as Paying Agent,
it shall segregate the money held by it as Paying Agent and hold it as a
separate trust fund. The Company at any time may require a Paying Agent to pay
all money held by it to the Trustee and to account for any funds disbursed by
the Paying Agent. Upon complying with this Section, the Paying Agent shall have
no further liability for the money delivered to the Trustee.

                  SECTION 2.06. Securityholder Lists. The Trustee shall preserve
in as current a form as is reasonably practicable the most recent list available
to it of the names and addresses of Securityholders. If the Trustee is not the
Registrar, the Company shall furnish to the Trustee, in writing at least five
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of Securityholders.

                  SECTION 2.07. Transfer and Exchange. The Securities shall be
issued in registered form and shall be transferable only upon the surrender of a
Security for registration of transfer. When a Security is presented to the
Registrar or a co-registrar with a request to register a transfer, the Registrar
shall register the transfer as requested if the requirements of this Indenture
are satisfied. When Securities are presented to the Registrar or a co-registrar
with a request to exchange them for an equal principal amount of Securities of
other denominations, the Registrar shall make the exchange as requested if the
same requirements are met. To permit registration of transfers and exchanges,
the Company shall execute and the Trustee shall authenticate Securities at the
Registrar's or co-registrar's request. The Company or the Registrar may require
payment by the Holder of a sum sufficient to pay all taxes, assessments or other
governmental charges in connection with any transfer or exchange pursuant to
this Section. The Company shall not be required to make and the Registrar need
not register transfers or exchanges of Securities selected for redemption
(except, in the case of Securities to be redeemed in part, the portion thereof
not to be redeemed) or any Securities for a period of 15 days before a selection
of Securities to be redeemed or 15 days before an interest payment date.

<PAGE>
                                                                              18

                  Prior to the due presentation for registration of transfer of
any Security, the Company, the Trustee, the Paying Agent, the Registrar or any
co-registrar may deem and treat the person in whose name a Security is
registered as the absolute owner of such Security for the purpose of receiving
payment of principal of and (subject to the provisions of the Securities with
respect to record dates) interest on such Security and for all other purposes
whatsoever, whether or not such Security is overdue, and none of the Company,
the Trustee, the Paying Agent, the Registrar or any co-registrar shall be
affected by notice to the contrary.

                  All Securities issued upon any transfer or exchange pursuant
to the terms of this Indenture will evidence the same debt and will be entitled
to the same benefits under this Indenture as the Securities surrendered upon
such transfer or exchange.

                  SECTION 2.08. Additional Transfer and Exchange Requirements.
(a) Transfer and Exchange of Global Securities.

                  (1) Certificated Securities shall be issued in exchange for
interests in the Global Securities only if (x) the Depositary notifies the
Company that it is unwilling or unable to continue as depositary for the Global
Securities or if it at any time ceases to be a "clearing agency" registered
under the Exchange Act, if so required by applicable law or regulation and a
successor depositary is not appointed by the Company within 90 days, (y) an
Event of Default has occurred and is continuing or (z) the Company, in its sole
discretion, notifies the Trustee in writing that it elects to cause the issuance
of Certificated Securities. In any such case, the Company shall execute, and the
Trustee shall, upon receipt of an order from the Company (which the Company
agrees to deliver promptly), authenticate and deliver Certificated Securities in
an aggregate principal amount equal to the principal amount of such Global
Securities in exchange therefor. Only Restricted Certificated Securities shall
be issued in exchange for beneficial interests in Restricted Global Securities,
and only Unrestricted Certificated Securities shall be issued in exchange for
beneficial interests in Unrestricted Global Securities. Certificated Securities
issued in exchange for beneficial interests in Global Securities shall be
registered in such names and shall be in such authorized

<PAGE>
                                                                              19

denominations as the Depositary, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall deliver or cause to be delivered such Certificated Securities to the
persons in whose names such Securities are so registered. Such exchange shall be
effected in accordance with the Applicable Procedures.

                  (2) Notwithstanding any other provisions of this Indenture
other than the provisions set forth in Section 2.08(a)(1), a Global Security may
not be transferred as a whole except by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary.

                  (b) Transfer and Exchange of Certificated Securities. In the
event that Certificated Securities are issued in exchange for beneficial
interests in Global Securities in accordance with Section 2.08(a)(1) of this
Indenture, on or after such event when Certificated Securities are presented by
a Holder to a Registrar with a request:

                  (x) to register the transfer of the Certificated Securities to
         a person who will take delivery thereof in the form of Certificated
         Securities only; or

                  (y) to exchange such Certificated Securities for an equal
         principal amount of Certificated Securities of other authorized
         denominations, such Registrar shall register the transfer or make the
         exchange as requested if the requirements for such transaction under
         this Indenture are satisfied;

provided, however, that the Certificated Securities presented or surrendered for
register of transfer or exchange:

                  (1) shall be duly endorsed or accompanied by an assignment
form and, if applicable, a transfer certificate each in the form included in
Exhibit A, and in a form satisfactory to the Registrar duly executed by the
Holder thereof or its attorney duly authorized in writing; and

<PAGE>
                                                                              20

                  (2) in the case of a Restricted Certificated Security, such
request shall be accompanied by the following additional information and
documents, as applicable:

                  (i) if such Restricted Certificated Security is being
         delivered to the Registrar by a Holder for registration in the name of
         such Holder, without transfer, or such Restricted Certificated Security
         is being transferred to the Company or a Subsidiary of the Company, a
         certification to that effect from such Holder (in substantially the
         form set forth in the Transfer Certificate);

         (ii) if such Restricted Certificated Security is being transferred to a
         person the Holder reasonably believes is a qualified institutional
         buyer as defined in Rule 144A ("QIB") in accordance with Rule 144A or
         pursuant to an effective registration statement under the Securities
         Act, a certification to that effect from such Holder (in substantially
         the form set forth in the Transfer Certificate); or

         (iii) if such Restricted Certificated Security is being transferred (x)
         pursuant to an exemption from the registration requirements of the
         Securities Act in accordance with Rule 144, (y) outside the United
         States in an offshore transaction within the meaning of Regulation S
         under the Securities Act in compliance with Rule 904 under the
         Securities Act or (z)(A) pursuant to an exemption from the registration
         requirements of the Securities Act (other than pursuant to Rule 144A,
         Rule 144 or Rule 904), and (B) as a result, such Security shall cease
         to be a "restricted security" within the meaning of Rule 144, a
         certification to that effect from the Holder (in substantially the form
         set forth in the Transfer Certificate) and, if the Company or such
         Registrar so requests, an Opinion of Counsel, certificates and other
         information reasonably acceptable to the Company and such Registrar to
         the effect that such transfer is in compliance with the registration
         requirements of the Securities Act.

                  (c) Transfer of a Beneficial Interest in a Restricted Global
Security for a Beneficial Interest in an Unrestricted Global Security. Any
person having a beneficial interest in a Restricted Global Security may upon

<PAGE>
                                                                              21

request, subject to the Applicable Procedures, transfer such beneficial interest
to a person who is required or permitted to take delivery thereof in the form of
an Unrestricted Global Security. Upon receipt by the Trustee of written
instructions, or such other form of instructions as is customary for the
Depositary, from the Depositary or its nominee on behalf of any person having a
beneficial interest in a Restricted Global Security and the following additional
information and documents in such form as is customary for the Depositary from
the Depositary or its nominee on behalf of the person having such beneficial
interest in the Restricted Global Security (all of which may be submitted by
facsimile or electronically):

                  (1) if such beneficial interest is being transferred pursuant
         to an effective registration statement under the Securities Act, a
         certification to that effect from the transferor (in substantially the
         form set forth in the Transfer Certificate); or

                  (2) if such beneficial interest is being transferred (i)
         pursuant to an exemption from the registration requirements of the
         Securities Act in accordance with Rule 144, (ii) outside the United
         States in an offshore transaction within the meaning of Regulation S
         under the Securities Act in compliance with Rule 904 under the
         Securities Act or (iii) (A) pursuant to an exemption from the
         registration requirements of the Securities Act (other than pursuant to
         Rule 144A, Rule 144 or Rule 904) and (B) as a result, such Security
         shall cease to be a "restricted security" within the meaning of Rule
         144, a certification to that effect from the transferor (in
         substantially the form set forth in the Transfer Certificate) and, if
         the Company or the Trustee so requests, an Opinion of Counsel,
         certificates and other information reasonably acceptable to the Company
         and the Trustee to the effect that such transfer is in compliance with
         the registration requirements of the Securities Act, the Trustee, as a
         Registrar and Securities Custodian, shall reduce or cause to be reduced
         the aggregate principal amount of the Restricted Global Security by the
         appropriate principal amount and shall increase or cause to be
         increased the aggregate principal amount of the Unrestricted Global
         Security by a like principal amount. Such transfer shall otherwise be
         effected in accordance with the

<PAGE>
                                                                              22

         Applicable Procedures. If no Unrestricted Global Security is then
         outstanding, the Company shall execute and the Trustee shall, upon
         receipt of a Company Order (which the Company agrees to deliver
         promptly), authenticate and deliver an Unrestricted Global Security.

                  (d) Transfer of a Beneficial Interest in an Unrestricted
Global Security for a Beneficial Interest in a Restricted Global Security. Any
person having a beneficial interest in an Unrestricted Global Security may upon
request, subject to the Applicable Procedures, transfer such beneficial interest
to a person who is required or permitted to take delivery thereof in the form of
a Restricted Global Security (it being understood that only QIBs may own
beneficial interests in Restricted Global Securities). Upon receipt by the
Trustee of written instructions or such other form of instructions as is
customary for the Depositary, from the Depositary or its nominee, on behalf of
any person having a beneficial interest in an Unrestricted Global Security and,
in such form as is customary for the Depositary, from the Depositary or its
nominee on behalf of the person having such beneficial interest in the
Unrestricted Global Security (all of which may be submitted by facsimile or
electronically) a certification from the transferor (in substantially the form
set forth in the Transfer Certificate) to the effect that such beneficial
interest is being transferred to a person that the transferor reasonably
believes is a QIB in accordance with Rule 144A. The Trustee, as a Registrar and
Securities Custodian, shall reduce or cause to be reduced the aggregate
principal amount of the Unrestricted Global Security by the appropriate
principal amount and shall increase or cause to be increased the aggregate
principal amount of the Restricted Global Security by a like principal amount.
Such transfer shall otherwise be effected in accordance with the Applicable
Procedures. If no Restricted Global Security is then outstanding, the Company
shall execute and the Trustee shall, upon receipt of a Company Order (which the
Company agrees to deliver promptly), authenticate and deliver a Restricted
Global Security.

<PAGE>
                                                                              23

                  (e) Transfers of Certificated Securities for Beneficial
Interest in Global Securities. In the event that Certificated Securities are
issued in exchange for beneficial interests in Global Securities and,
thereafter, the events or conditions specified in Section 2.08(a)(1) which
required such exchange shall cease to exist, the Company shall mail notice to
the Trustee and to the Holders stating that Holders may exchange Certificated
Securities for interests in Global Securities by complying with the procedures
set forth in this Indenture and briefly describing such procedures and the
events or circumstances requiring that such notice be given. Thereafter, if
Certificated Securities are presented by a Holder to a Registrar with a request:

                  (x) to register the transfer of such Certificated Securities
         to a person who will take delivery thereof in the form of a beneficial
         interest in a Global Security, which request shall specify whether such
         Global Security will be a Restricted Global Security or an Unrestricted
         Global Security; or

                  (y) to exchange such Certificated Securities for an equal
         principal amount of beneficial interests in a Global Security, which
         beneficial interests will be owned by the Holder transferring such
         Certificated Securities (provided that in the case of such an exchange,
         Restricted Certificated Securities may be exchanged only for Restricted
         Global Securities and Unrestricted Certificated Securities may be
         exchanged only for Unrestricted Global Securities), the Registrar shall
         register the transfer or make the exchange as requested by canceling
         such Certificated Security and causing, or directing the Securities
         Custodian to cause, the aggregate principal amount of the applicable
         Global Security to be increased accordingly and, if no such Global
         Security is then outstanding, the Company shall issue and the Trustee
         shall authenticate and deliver a new Global Security;

provided, however, that the Certificated Securities presented or surrendered for
registration of transfer or exchange:

                  (1) shall be duly endorsed or accompanied by a written
instrument of transfer in accordance with the provisions of Section
2.08(b)(y)(1);

<PAGE>
                                                                              24

                  (2) in the case of a Restricted Certificated Security to be
transferred for a beneficial interest in an Unrestricted Global Security, such
request shall be accompanied by the following additional information and
documents, as applicable:

                  (i) if such Restricted Certificated Security is being
         transferred pursuant to an effective registration statement under the
         Securities Act, a certification to that effect from such Holder (in
         substantially the form set forth in the Transfer Certificate); or

                  (ii) if such Restricted Certificated Security is being
         transferred (x) pursuant to an exemption from the registration
         requirements of the Securities Act in accordance with Rule 144, (y)
         outside the United States in an offshore transaction within the meaning
         of Regulation S under the Securities Act in compliance with Rule 904
         under the Securities Act or (z)(A) pursuant to an exemption from the
         registration requirements of the Securities Act (other than pursuant to
         Rule 144A, Rule 144 or Rule 904) and (B) as a result, such Security
         shall cease to be a "restricted security" within the meaning of Rule
         144, a certification to that effect from such Holder (in substantially
         the form set forth in the Transfer Certificate), and, if the Company or
         the Registrar so requests, an Opinion of Counsel, certificates and
         other information reasonably acceptable to the Company and the Trustee
         to the effect that such transfer is in compliance with the registration
         requirements of the Securities Act;

                  (3) in the case of a Restricted Certificated Security to be
transferred or exchanged for a beneficial interest in a Restricted Global
Security, such request shall be accompanied by a certification from such Holder
(in substantially the form set forth in the Transfer Certificate) to the effect
that such Restricted Certificated Security is being transferred to a person the
Holder reasonably believes is a QIB (which, in the case of an exchange, shall be
such Holder) in accordance with Rule 144A;

                  (4) in the case of an Unrestricted Certificated Security to be
transferred or exchanged for a beneficial

<PAGE>
                                                                              25

interest in an Unrestricted Global Security, such request need not be
accompanied by any additional information or documents; and

                  (5) in the case of an Unrestricted Certificated Security to be
transferred or exchanged for a beneficial interest in a Restricted Global
Security, such request shall be accompanied by a certification from such Holder
(in substantially the form set forth in the Transfer Certificate) to the effect
that such Unrestricted Certificated Security is being transferred to a person
the Holder reasonably believes is a QIB (which, in the case of an exchange,
shall be such Holder) in accordance with Rule 144A.

                  (f)  Legends.

                  (1) Except as permitted by the following paragraphs (2) and
(3), each Global Security and Certificated Security (and all Securities issued
in exchange therefor or upon registration of transfer or replacement thereof)
shall bear a legend in substantially the form called for by footnote 2 to
Exhibit A hereto (each a "Transfer Restricted Security" for so long as it is
required by this Indenture to bear such legend). Each Transfer Restricted
Security shall have attached thereto a certificate (a "Transfer Certificate") in
substantially the form called for by footnote 5 to Exhibit A hereto.

                  (2) Upon any sale or transfer of a Transfer Restricted
Security (v) after the expiration of the holding period applicable to sales of
the Securities under Rule 144(k) of the Securities Act, (w) pursuant to Rule
144, (x) outside the United States in an offshore transaction within the meaning
of Regulation S under the Securities Act in compliance with Rule 904 under the
Securities Act (y) pursuant to an effective registration statement under the
Securities Act or (z)(A) pursuant to any other available exemption (other than
Rule 144A, Rule 144 or Rule 904) from the registration requirements of the
Securities Act and (B) as a result, such Security shall cease to be a
"restricted security" within the meaning of Rule 144:

<PAGE>
                                                                              26

                  (i) in the case of any Restricted Certificated Security, any
         Registrar shall permit the Holder thereof to exchange such Restricted
         Certificated Security for an Unrestricted Certificated Security, or
         (under the circumstances described in Section 2.08(e) to transfer such
         Restricted Certificated Security to a transferee who shall take such
         Security in the form of a beneficial interest in an Unrestricted Global
         Security, and in each case shall rescind any restriction on the
         transfer of such Security; provided, however, that the Holder of such
         Restricted Certificated Security shall, in connection with such
         exchange or transfer, comply with the other applicable provisions of
         this Section 2.08; and

                  (ii) in the case of any beneficial interest in a Restricted
         Global Security, the Trustee shall permit the beneficial owner thereof
         to transfer such beneficial interest to a transferee who shall take
         such interest in the form of a beneficial interest in an Unrestricted
         Global Security and shall rescind any restriction on transfer of such
         beneficial interest; provided, however, that such Unrestricted Global
         Security shall continue to be subject to the provisions of Section
         2.08(a)(2); and provided further, that the owner of such beneficial
         interest shall, in connection with such transfer, comply with the other
         applicable provisions of this Section 2.07.

                  (3) Upon the exchange, registration of transfer or replacement
of Securities not bearing the legend described in paragraph (1) above, the
Company shall execute, and the Trustee shall authenticate and deliver Securities
that do not bear such legend and that do not have a Transfer Certificate
attached thereto.

                  (4) After the expiration of the holding period pursuant to
Rule 144(k) of the Securities Act, the Company may with the consent of the
Holder of a Restricted Global Security or Restricted Certificated Security,
remove any restriction of transfer on such Security, and the Company shall
execute, and the Trustee shall authenticate and deliver Securities that do not
bear such legend and that do not have a Transfer Certificate attached thereto.

                  (g) Transfers to the Company. Nothing in this Indenture or in
the Securities shall prohibit the sale or

<PAGE>
                                                                              27

other transfer of any Securities (including beneficial interests in Global
Securities) to the Company or any of its Subsidiaries.

                  (h)  No Obligation of the Trustee.

                       (i) The Trustee shall have no responsibility or
                  obligation to any beneficial owner of a Global Security, a
                  member of, or a participant in the Depository or other Person
                  with respect to the accuracy of the books or records, or the
                  acts or omissions, of the Depository or its nominee or of any
                  participant or member thereof, with respect to any ownership
                  interest in the Securities or with respect to the delivery to
                  any participant, member, beneficial owner or other Person
                  (other than the Depository) of any notice (including any
                  notice of redemption) or the payment of any amount, under or
                  with respect to such Securities. All notices and
                  communications to be given to the Holders and all payments to
                  be made to Holders under the Securities shall be given or made
                  only to or upon the order of the registered Holders (which
                  shall be the Depository or its nominee in the case of a Global
                  Security). The rights of beneficial owners in any Global
                  Security shall be exercised only through the Depository
                  subject to the Applicable Procedures of the Depository. The
                  Trustee may rely and shall be fully protected in relying upon
                  information furnished by the Depository with respect to its
                  members, participants and any beneficial owners.

                       (ii) The Trustee shall have no obligation or duty to
                  monitor, determine or inquire as to compliance with any
                  restrictions on transfer imposed under this Indenture or under
                  applicable law with respect to any transfer of any interest in
                  any Security (including any transfers between or among
                  Depository participants, members or beneficial owners in any
                  Global Security) other than to require delivery of such
                  certificates and other documentation or evidence as are
                  expressly required by, and to do so if and when expressly
                  required by, the terms of this Indenture, and to examine the
                  same to determine substantial

<PAGE>
                                                                              28

                  compliance as to form with the express requirements hereof.

                  SECTION 2.09. CUSIP Numbers. The Company in issuing the
Securities may use "CUSIP" numbers (if then generally in use) and, if so, the
Trustee shall use "CUSIP" numbers in notices of redemption or purchase as a
convenience to Holders; provided, however, that any such notice may state that
no representation is made as to the correctness of such numbers either as
printed on the Securities or as contained in any notice of a redemption or
purchase and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption or purchase shall not
be affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee of any change in the "CUSIP" numbers.

                  SECTION 2.10. Replacement Securities. If a mutilated Security
is surrendered to the Registrar or if the Holder of a Security claims that the
Security has been lost, destroyed or wrongfully taken, the Company shall issue
and the Trustee shall authenticate a replacement Security if the requirements of
this Indenture are met and the Holder satisfies any other reasonable
requirements of the Trustee. If required by the Trustee or the Company, such
Holder shall furnish an indemnity bond sufficient in the judgment of the Company
and the Trustee to protect the Company, the Trustee, the Paying Agent, the
Registrar and any co-registrar from any loss which any of them may suffer if a
Security is replaced. The Company and the Trustee may charge the Holder for
their expenses in replacing a Security.

                  Upon the issuance of any new Securities under this Section
2.10, the Company or the Registrar may require the payment by a Holder of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto.

                  Every replacement Security is an additional obligation of the
Company.

                  SECTION 2.11. Outstanding Securities. Securities outstanding
at any time are all Securities authenticated by the Trustee except for those
cancelled by it, those delivered to it for cancellation and those described in
this

<PAGE>
                                                                              29

Section as not outstanding. A Security does not cease to be outstanding because
the Company or an Affiliate of the Company holds the Security.

                  If a Security is replaced pursuant to Section 2.10, it ceases
to be outstanding unless the Trustee and the Company receive proof satisfactory
to them that the replaced Security is held by a bona fide purchaser, in which
case the replacement Security shall cease to be outstanding, subject to the
provisions of this Indenture.

                  If the Paying Agent segregates and holds in trust, in
accordance with this Indenture, on a redemption date or maturity date money
sufficient to pay all principal and interest payable on that date with respect
to the Securities (or portions thereof) to be redeemed or maturing, as the case
may be, and the Paying Agent is not prohibited from paying such money to the
Securityholders on that date pursuant to the terms of this Indenture, then on
and after that date such Securities (or portions thereof) cease to be
outstanding and interest on them ceases to accrue.

                  SECTION 2.12. Temporary Securities. Until definitive
Securities are ready for delivery, the Company may prepare and the Trustee shall
authenticate temporary Securities. Temporary Securities shall be substantially
in the form of definitive Securities but may have variations that the Company
considers appropriate for temporary Securities. Without unreasonable delay, the
Company shall prepare and the Trustee shall authenticate definitive Securities
and deliver them in exchange for temporary Securities.

                  SECTION 2.13. Cancellation. The Company at any time may
deliver Securities to the Trustee for cancellation. The Registrar and the Paying
Agent shall forward to the Trustee any Securities surrendered to them for
registration of transfer, exchange or payment. The Trustee and no one else shall
cancel and destroy all Securities surrendered for registration of transfer,
exchange, payment or cancellation and deliver a certificate of such destruction
to the Company unless the Company directs the Trustee to deliver cancelled
Securities to the Company. The Company may not issue new Securities to replace
Securities it has redeemed, paid or delivered to the Trustee for cancellation.

<PAGE>
                                                                              30

                  SECTION 2.14. Defaulted Interest. If the Company defaults in a
payment of interest on the Securities, the Company shall pay defaulted interest
(plus interest on such defaulted interest to the extent lawful) in any lawful
manner. The Company may pay the defaulted interest to the persons who are
Securityholders on a subsequent special record date. The Company shall fix or
cause to be fixed any such special record date and payment date to the
reasonable satisfaction of the Trustee and shall promptly mail to each
Securityholder a notice that states the special record date, the payment date
and the amount of defaulted interest to be paid.

                                    ARTICLE 3

                                   Redemption

                  SECTION 3.01. Optional Redemption. At any time on or after
November 20, 2005, the Company may redeem any portion of the Securities
("Optional Redemption") upon giving notice as set forth in Section 3.04 at the
Redemption Prices (an "Optional Redemption Price") specified in paragraph 5 of
the form of Security attached hereto as Exhibit A; provided, however, that if
the redemption date (the "Optional Redemption Date") falls after an interest
payment record date and on or before an interest payment date, then the interest
payment will be payable to the Holders in whose name the Securities are
registered at the close of business on the relevant record date for payment of
such interest. If the Company elects to redeem Securities pursuant to this
Section 3.01 and paragraph 5 of the Securities, it shall notify the Trustee, at
the earlier of the time the Company notifies the Holders of such redemption or
45 days prior to the Optional Redemption Date as fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), of the Optional Redemption
Date and the principal amount of Securities to be redeemed. If fewer than all of
the Securities are to be redeemed, the record date relating to such redemption
shall be selected by the Company and given to the Trustee, which record date
shall not be less than ten days after the date of notice of the Trustee.

                  SECTION 3.02. Notices to Trustee. If the Company elects to
redeem the Securities pursuant to paragraph 5 of the Securities, it shall notify
the Trustee in writing of the redemption date, the principal amount of
Securities to

<PAGE>
                                                                              31

be redeemed and the paragraph of the Securities pursuant to which the redemption
will occur.

                  SECTION 3.03. Selection of Securities to Be Redeemed. If fewer
than all the Securities are to be redeemed, the Trustee shall select the
Securities to be redeemed pro rata or by lot or by a method that complies with
applicable legal and securities exchange requirements, if any, and that the
Trustee in its sole discretion considers to be fair and appropriate. The Trustee
shall make the selection from outstanding Securities not previously called for
redemption. The Trustee may select for redemption portions of the principal of
Securities that have denominations larger than $1,000. Securities and portions
of them the Trustee selects shall be in amounts of $1,000 or a whole multiple of
$1,000. Provisions of this Indenture that apply to Securities called for
redemption also apply to portions of Securities called for redemption. The
Trustee shall notify the Company promptly of the Securities or portions of
Securities to be redeemed. If any Security selected for partial redemption is
converted in part before termination of the conversion right with respect to the
portion of the Security so selected, the converted portion of such Security
shall be deemed to be the portion selected for redemption. Securities which have
been converted during the selection of Securities to be redeemed shall be
treated by the Trustee as outstanding for the purpose of such selection.

                  SECTION 3.04. Notice of Redemption. At least 20 days but not
more than 60 days before a date for an Optional Redemption Date of Securities,
the Company shall mail or deliver a notice of redemption to each Holder of
Securities to be redeemed at such Holder's registered address.

                  The notice shall identify the Securities (including CUSIP
numbers) to be redeemed and shall state:

                  (1) the redemption date;

                  (2) the redemption price;

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

                  (4) the then-current Conversion Price;

<PAGE>
                                                                              32

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

                  (6) if fewer than all the outstanding Securities are to be
         redeemed, the identification and principal amounts of the particular
         Securities to be redeemed;

                  (7) that, unless the Company defaults in making such
         redemption payment or the Paying Agent is prohibited from making such
         payment pursuant to the terms of this Indenture, interest on Securities
         (or portion thereof) called for redemption ceases to accrue on and
         after the redemption date;

                  (8) that Holders who wish to convert Securities must surrender
         such Securities for conversion no later than the close of business on
         the Business Day immediately preceding the Optional Redemption Date and
         must satisfy the other requirements in paragraph 8 of the Securities;

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

                  (10) that no representation is made as to the correctness or
         accuracy of the CUSIP number, if any, listed in such notice or printed
         on the Securities.

If any of the Securities to be redeemed is in the form of a Global Security,
then the Company shall modify such notice to the extent necessary, to accord
with the Applicable Procedures of the Depositary applicable to redemptions.

                  At the Company's request, upon at least five (5) days prior
notice to the Trustee, the Trustee shall give the notice of redemption in the
Company's name and at the Company's expense. In such event, the Company shall
provide the Trustee with the information required by this Section.

                  SECTION 3.05. Effect of Notice of Redemption. Once notice of
redemption is mailed, Securities called for redemption become due and payable on
the Optional Redemption Date and at the Optional Redemption Price stated in the
notice, except for Securities that are converted in accordance with the
provisions of Article 5. Upon surrender

<PAGE>
                                                                              33

to the Paying Agent, such Securities shall be paid at the Optional Redemption
Price stated in the notice, plus accrued interest to the Optional Redemption
Date (subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date) and such Securities
will be delivered to the Trustee for cancellation. Failure to give notice or any
defect in the notice to any Holder shall not affect the validity of the notice
to any other Holder.

                  SECTION 3.06. Deposit of Redemption Price. Prior to the
Optional Redemption Date, the Company shall deposit with the Paying Agent (or,
if the Company or a Subsidiary is the Paying Agent, shall segregate and hold in
trust) money sufficient to pay the Optional Redemption Price of and accrued
interest (subject to the right of Holders of record on the relevant record date
to receive interest due on the relevant interest payment date) on all Securities
to be redeemed on that date other than Securities or portions of Securities
called for redemption which have been delivered by the Company to the Trustee
for cancellation or conversion. The Paying Agent shall return to the Company any
money not required for that purpose because of the conversion of the Securities
pursuant to Article 5.

                  SECTION 3.07. Securities Redeemed in Part. Upon surrender of a
Security that is redeemed in part, the Company shall execute and the Trustee
shall authenticate for the Holder (at the Company's expense) a new Security
equal in principal amount to the unredeemed portion of the Security surrendered.

                                    ARTICLE 4

                                    Covenants

                  SECTION 4.01. Payment of Securities. The Company shall
promptly pay the principal of and interest on the Securities on the dates and in
the manner provided in the Securities and in this Indenture. Principal and
interest shall be considered paid on the date due if on such date the Trustee or
the Paying Agent holds in accordance with this Indenture money sufficient to pay
all principal and interest then due and the Trustee or the Paying Agent, as the
case may be, is not prohibited from paying such money to the

<PAGE>
                                                                              34

Securityholders on that date pursuant to the terms of this Indenture.

                  The Company shall pay interest on overdue principal at the
rate specified therefor in the Securities, and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful. The conversion
of any Securities pursuant to Article 5 hereof, together with the making of any
cash payments required to be made in accordance with the terms of the Securities
and this Indenture, shall satisfy the Company's obligations under this Section
4.01 with respect to such Securities.

                  SECTION 4.02. SEC Reports. Whether or not subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company
will file with the SEC and provide the Trustee with such annual reports and such
information, documents and other reports as are specified in Sections 13 and
15(d) of the Exchange Act and applicable to a U.S. corporation subject to such
Sections, at the times specified for such filings under such Sections. The
Company also shall comply with the other provisions of TIA Section 314(a) as may
be required under the provisions of the TIA. Delivery of such reports,
information and documents to the Trustee is for informational purposes only and
the Trustee's receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Company's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely on an Officer's Certificate).

                  SECTION 4.03. Compliance Certificates. The Company shall
deliver to the Trustee within 120 days after the end of each fiscal year of the
Company certificates of the principal executive officer, the principal financial
officer or the principal accounting officer of the Company stating whether or
not the signer knows of any Default that occurred during such Period. If such
signer does, the certificate shall describe the Default, its status and what
action the Company is taking or proposes to take with respect thereto. The
Company also shall comply with TIA Section 314(a)(4).

                  SECTION 4.04 Further Instruments and Acts. Upon

<PAGE>
                                                                              35

request of the Trustee, the Company will execute and deliver such further
instruments and do such further acts as may be reasonably necessary or proper to
carry out more effectively the purpose of this Indenture.

                  SECTION 4.05. Maintenance of Corporate Existence. Except as
otherwise permitted in this Indenture, the Company will do or cause to be done
all things necessary to preserve and keep in full force and effect its corporate
existence.

                  SECTION 4.06. Payment of Additional Interest. If Additional
Interest is payable by the Company pursuant to the Registration Rights
Agreement, the Company shall deliver to the Trustee a certificate to that effect
stating (i) the amount of such Additional Interest that is payable and (ii) the
date on which such Additional Interest is payable. Unless and until a Trust
Officer of the Trustee receives such a certificate, the Trustee may assume
without inquiry that no such Additional Interest is payable. If the Company has
paid Additional Interest directly to the Persons entitled to it, the Company
shall deliver to the Trustee a certificate setting forth the particulars of such
payment.

                  SECTION 4.07. Purchase of Securities at Option of the Holder
upon Change in Control. (a) If at any time that Securities remain outstanding
there shall occur a Change in Control, Securities shall be purchased by the
Company at the option of the Holders thereof as of the date that is no less than
30 and no more than 60 days from the date such notice is mailed or delivered as
required by paragraph (b) of this Section 4.07, (the "Change in Control Purchase
Date") at a purchase price equal to the principal amount of the Securities, plus
accrued and unpaid interest to, but excluding, the Change in Control Purchase
Date (the "Change in Control Purchase Price"), subject to satisfaction by or on
behalf of any Holder of the requirements set forth in subsection (c) of this
Section 4.07.

                  A "Change in Control" shall be deemed to have occurred if any
of the following occurs after the date hereof:

                  (1) any "person" or "group" is or becomes the "beneficial
         owner" (as defined below), directly or indirectly, of shares of Voting
         Stock of the Company representing 50% or more of the total voting power
         of

<PAGE>
                                                                              36

         all outstanding classes of Voting Stock of the Company or such person
         or group has the power, directly or indirectly, to elect a majority of
         the members of the Board of Directors of the Company; or

                  (2) the Company consolidates with, or merges with or into,
         another Person or the Company sells, assigns, conveys, transfers,
         leases or otherwise disposes of all or substantially all of its assets,
         or any Person consolidates with, or merges with or into, the Company,
         in any such event other than pursuant to a transaction in which the
         Persons that "beneficially owned" (as defined below), directly or
         indirectly, shares of Voting Stock of the Company immediately prior to
         such transaction "beneficially own" (as defined below), directly or
         indirectly, shares of Voting Stock representing at least a majority of
         the total voting power of all outstanding classes of Voting Stock of
         the surviving or transferee Person; or

                  (3) the adoption of a plan relating to the liquidation or
         dissolution of the Company.

                  For the purpose of the definition of "Change in Control", (i)
"person" and "group" have the meanings given to them for purposes of Section
13(d) and 14(d) of the Exchange Act or any successor provisions, and the term
"group" includes any group acting for the purpose of acquiring, holding or
disposing of securities within the meaning of Rule 13d-5(b)(1) under the
Exchange Act (or any successor provision thereto), (ii) a "beneficial owner"
shall be determined in accordance with Rule 13D-3 under the Exchange Act, as in
effect on the date of this Indenture, except that the number of shares of Voting
Stock of the Company shall be deemed to include, in addition to all outstanding
shares of Voting Stock of the Company and Unissued Shares deemed to be held by
the "person" or "group" (as such terms are defined above) or other Person with
respect to which the Change in Control determination is being made, all Unissued
Shares deemed to be held by all other Persons, (iii) "beneficially owned" has a
meaning correlative to that of beneficial owner and (iv) "Unissued Shares" means
shares of Voting Stock of the Company not outstanding that are subject to
options, warrants, rights to purchase or conversion privileges exercisable
within 60 days of the date of determination of a Change in Control.

<PAGE>
                                                                              37

Notwithstanding anything to the contrary set forth in this Section 4.07, a
Change in Control will not be deemed to have occurred if either:

                  (1) the Closing Price of the Company's Common Stock for any
         five Trading Days during the ten Trading Days immediately preceding the
         Change in Control is at least equal to 105% of the Conversion Price in
         effect on such Trading Day; or

                  (2) in the case of a merger or consolidation, at least 75% of
         the consideration excluding cash payments for fractional shares in the
         merger or consolidation constituting the Change in Control consists of
         common stock traded on a United States national securities exchange or
         quoted on The Nasdaq National Market (or which will be so traded or
         quoted when issued or exchanged in connection with such Change in
         Control) and as a result of such transaction or transactions the
         Securities become convertible solely into such common stock.

                  (b) Within 10 Business Days after the occurrence of a Change
in Control, the Company shall mail a written notice of the Change in Control to
the Trustee (and the Paying Agent if the Trustee is not then acting as Paying
Agent) and to each Holder (and to beneficial owners as required by applicable
law). The notice shall include the form of a Change in Control Purchase Notice
to be completed by the Holder and shall state:

                  (1) the date of such Change in Control and, briefly, the
         events causing such Change in Control;

                  (2) the date by which the Change in Control Purchase Notice
         pursuant to this Section 4.07 must be given;

                  (3) the Change in Control Purchase Date;

                  (4) the Change in Control Purchase Price;

                  (5) the name and address of each Paying Agent and Conversion
         Agent;

                  (6) the Conversion Price and any adjustments thereto;

<PAGE>
                                                                              38

                  (7) that Securities as to which a Change in Control Purchase
         Notice has been given may be converted into Common Stock pursuant to
         Article 5 of this Indenture only to the extent that the Change in
         Control Purchase Notice has been withdrawn in accordance with the terms
         of this Indenture;

                  (8) the procedures that the Holder must follow to exercise
         rights under this Section 4.07;

                  (9) the procedures for withdrawing a Change in Control
         Purchase Notice, including a form of notice of withdrawal; and

                  (10) that the Holder must satisfy the requirements set forth
         in the Securities in order to convert the Securities.

                  If any of the Securities is in the form of a Global Security,
then the Company shall modify such notice to the extent necessary to accord with
the procedures of the Depositary applicable to the repurchase of Global
Securities.

                  (c) A Holder may exercise its rights specified in subsection
(a) of this Section 4.07 upon delivery of a written notice (which shall be in
substantially the form included in Exhibit A hereto and which may be delivered
by letter, overnight courier, hand delivery, facsimile transmission or in any
other written form and, in the case of Global Securities, may be delivered
electronically or by other means in accordance with the Depositary's customary
procedures) of the exercise of such rights (a "Change in Control Purchase
Notice") to any Paying Agent at any time prior to the close of business on the
Business Day next preceding the Change in Control Purchase Date.

                  The delivery of such Security to any Paying Agent (together
with all necessary endorsements) at the office of such Paying Agent shall be a
condition to the receipt by the Holder of the Change in Control Purchase Price
therefor.

                  The Company shall purchase from the Holder thereof, pursuant
to this Section 4.07, a portion of a Security if the principal amount of such
portion is $1,000 or an integral multiple of $1,000. Provisions of the Indenture
that apply to the purchase of all of a Security

<PAGE>
                                                                              39

pursuant to Sections 4.07 through 4.12 also apply to the purchase of such
portion of such Security.

                  Notwithstanding anything herein to the contrary, any Holder
delivering to a Paying Agent the Change in Control Purchase Notice contemplated
by this subsection (c) shall have the right to withdraw such Change in Control
Purchase Notice in whole or in a portion thereof that is a principal amount of
$1,000 or in an integral multiple thereof at any time prior to the close of
business on the Business Day next preceding the Change in Control Purchase Date
by delivery of a written notice of withdrawal to the Paying Agent in accordance
with Section 4.08.

                  A Paying Agent shall promptly notify the Company of the
receipt by it of any Change in Control Purchase Notice or written withdrawal
thereof.

                  Anything herein to the contrary notwithstanding, in the case
of Global Securities, any Change in Control Purchase Notice may be delivered or
withdrawn and such Securities may be surrendered or delivered for purchase in
accordance with the Applicable Procedures as in effect from time to time.

                  SECTION 4.08. Effect of Change in Control Purchase Notice.
Upon receipt by any Paying Agent of the Change in Control Purchase Notice
specified in Section 4.07(c), the Holder of the Security in respect of which
such Change in Control Purchase Notice was given shall (unless such Change in
Control Purchase Notice is withdrawn as specified below) thereafter be entitled
to receive the Change in Control Purchase Price with respect to such Security.
Such Change in Control Purchase Price shall be paid to such Holder promptly
following the later of (a) the Change in Control Purchase Date with respect to
such Security (provided the conditions in Section 4.07(c) have been satisfied)
and (b) the time of delivery of such Security to a Paying Agent by the Holder
thereof in the manner required by Section 4.07(c). Securities in respect of
which a Change in Control Purchase Notice has been given by the Holder thereof
may not be converted into shares of Common Stock on or after the date of the
delivery of such Change in Control Purchase Notice unless such Change in Control
Purchase Notice has first been validly withdrawn.

<PAGE>
                                                                              40

                  A Change in Control Purchase Notice may be withdrawn by means
of a written notice (which may be delivered by letter, overnight courier, hand
delivery, facsimile transmission or in any other written form and, in the case
of Global Securities, may be delivered electronically or by other means in
accordance with the Depositary's customary procedures) of withdrawal delivered
by the Holder to a Paying Agent at any time prior to the close of business on
the Business Day immediately preceding the Change in Control Purchase Date,
specifying the principal amount of the Security or portion thereof (which must
be a principal amount of $1,000 or an integral multiple of $1,000 in excess
thereof) with respect to which such notice of withdrawal is being submitted.

                  SECTION 4.09. Deposit of Change in Control Purchase Price. On
or before 11:00 a.m. New York City time on the Change in Control Purchase Date,
the Company shall deposit with the Trustee or with a Paying Agent (other than
the Company or an Affiliate of the Company) an amount of money (in immediately
available funds if deposited on such Business Day) sufficient to pay the
aggregate Change in Control Purchase Price of all the Securities or portions
thereof that are to be purchased as of such Change in Control Purchase Date. The
manner in which the deposit required by this Section 4.09 is made by the Company
shall be at the option of the Company, provided that such deposit shall be made
in a manner such that the Trustee or a Paying Agent shall have immediately
available funds on the Change in Control Purchase Date.

                  If a Paying Agent holds, in accordance with the terms hereof,
money sufficient to pay the Change in Control Purchase Price of any Security for
which a Change in Control Purchase Notice has been tendered and not withdrawn in
accordance with this Indenture then, on the Change in Control Purchase Date,
such Security will cease to be outstanding and the rights of the Holder in
respect thereof shall terminate (other than the right to receive the Change in
Control Purchase Price as aforesaid). The Company shall publicly announce the
principal amount of Securities purchased as a result of such Change in Control
on or as soon as practicable after the Change in Control Purchase Date.

                  SECTION 4.10. Securities Purchased in Part. Any Security that
is to be purchased only in part shall be surrendered at the office of a Paying
Agent and promptly

<PAGE>
                                                                              41

after the Change in Control Purchase Date the Company shall execute and the
Trustee shall authenticate and deliver to the Holder of such Security, without
service charge, a new Security or Securities, of such authorized denomination or
denominations as may be requested by such Holder, in aggregate principal amount
equal to, and in exchange for, the portion of the principal amount of the
Security so surrendered that is not purchased.

                  SECTION 4.11. Compliance with Securities Laws upon Purchase of
Securities. In connection with any offer to purchase or purchase of Securities
under Section 4.07, the Company shall (a) comply with Rule 13e-4 and Rule 14e-1
(or any successor to either such Rule), if applicable, under the Exchange Act,
(b) file the related Schedule TO (or any successor or similar schedule, form or
report) if required under the Exchange Act, and (c) otherwise comply with all
federal and state securities laws in connection with such offer to purchase or
purchase of Securities, all so as to permit the rights of the Holders and
obligations of the Company under Sections 4.07 through 4.10 to be exercised in
the time and in the manner specified therein.

                  SECTION 4.12 Repayment to the Company. To the extent that the
aggregate amount of cash deposited by the Company pursuant to Section 4.09
exceeds the aggregate Change in Control Purchase Price together with interest,
if any, thereon of the Securities or portions thereof that the Company is
obligated to purchase, then promptly after the Change in Control Purchase Date
the Trustee or a Paying Agent, as the case may be, shall return any such excess
cash (including any interest thereon) to the Company.

                                    ARTICLE 5

                                   Conversion

<PAGE>
                                                                              42

                  SECTION 5.01. Conversion Privilege. Subject to the further
provisions of this Article 5, a Holder of a Security may, at the Holder's
option, convert the principal amount of such Security (or any portion thereof
equal to $1,000 or any integral multiple of $1,000 in excess thereof) into
Common Stock at any time prior to the close of business on the Business Day
immediately proceeding November 15, 2007, the Conversion Price then in effect;
provided, however, that, if such Security is called for redemption or submitted
or presented for purchase pursuant to Article 4, such conversion right shall
terminate at the close of business on the Business Day immediately preceding the
Optional Redemption Date or Change in Control Purchase Date, as the case may be,
for such Security or such earlier date as the Holder presents such Security for
redemption or for purchase (unless the Company shall default in making the
redemption payment or Change in Control Purchase Price payment when due, in
which case the conversion right shall terminate at the close of business on the
date such default is cured and such Security is redeemed or purchased, as the
case may be). The number of shares of Common Stock issuable upon conversion of a
Security shall be determined by dividing the principal amount of the Security or
portion thereof surrendered for conversion by the Conversion Price in effect on
the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of
the Securities and is subject to adjustment as provided in this Article 5.

                  Provisions of this Indenture that apply to conversion of all
of a Security also apply to conversion of a portion of a Security.

                  A Security in respect of which a Holder has delivered a Change
in Control Purchase Notice pursuant to Section 4.07(c) exercising the option of
such Holder to require the Company to purchase such Security may be converted
only if such Change in Control Purchase Notice is withdrawn by a written notice
of withdrawal delivered to a Paying Agent prior to the close of business on the
Business Day immediately preceding the Change in Control Purchase Date in
accordance with Section 4.08.

                  A Holder of Securities is not entitled to any rights of a
holder of Common Stock until such Holder has converted its Securities into
Common Stock, and only to the extent such Securities are deemed to have been
converted into Common Stock pursuant to this Article 5.

<PAGE>
                                                                              43

                  SECTION 5.02. Conversion Procedure. To convert a Security, a
Holder must (a) complete and manually sign the conversion notice on the back of
the Security and deliver such notice to a Conversion Agent, (b) surrender the
Security to a Conversion Agent, (c) furnish appropriate endorsements and
transfer documents if required by a Registrar or a Conversion Agent, and (d) pay
any transfer or similar tax, if required. The date on which the Holder satisfies
all of those requirements is the "Conversion Date". As soon as practicable after
the Conversion Date, the Company shall deliver to the Holder through a
Conversion Agent a certificate for the number of whole shares of Common Stock
issuable upon the conversion and cash in lieu of any fractional shares pursuant
to Section 5.03. Anything herein to the contrary notwithstanding, in the case of
Global Securities, conversion notices may be delivered and such Securities may
be surrendered for conversion in accordance with the Applicable Procedures as in
effect from time to time.

                  The person in whose name the Common Stock certificate is
registered shall be deemed to be a stockholder of record on the Conversion Date;
provided, however, that no surrender of a Security on any date when the stock
transfer books of Company shall be closed shall be effective to constitute the
person or persons entitled to receive the shares of Common Stock upon such
conversion as the record holder or holders of such shares of Common Stock on
such date, but such surrender shall be effective to constitute the person or
persons entitled to receive such shares of Common Stock as the record holder or
holders thereof for all purposes at the close of business on the next succeeding
day on which such stock transfer books are open; provided further, however, that
such conversion shall be at the Conversion Price in effect on the Conversion
Date as if the stock transfer books of Company had not been closed. Upon
conversion of a Security, such person shall no longer be a Holder of such
Security. No payment or adjustment will be made for dividends or distributions
on shares of Common Stock issued upon conversion of a Security.

                  Securities so surrendered for conversion (in whole or in part)
during the period from the close of business on any regular record date to the
opening of business on the next succeeding interest payment date (excluding
Securities or portions thereof which are either (i) called for

<PAGE>
                                                                              44

redemption or (ii) subject to purchase following a Change in Control, in either
case, on a date during the period beginning at the close of business on a
regular record date and ending at the opening of business on the first Business
Day after the next succeeding interest payment date, or if such interest payment
date is not a Business Day, the second such Business Day) shall also be
accompanied by payment in funds acceptable to the Company in an amount equal to
the interest payable on such interest payment date on the principal amount of
such Security then being converted, and such interest shall be payable to such
registered Holder notwithstanding the conversion of such Security, subject to
the provisions of this Indenture relating to the payment of defaulted interest
by the Company. Except as otherwise provided in this Section 5.02, no payment or
adjustment will be made for accrued interest on a converted Security. If the
Company defaults in the payment of interest payable on such interest payment
date, the Company shall promptly repay such funds to such Holder.

                  Nothing in this Section shall affect the right of a Holder in
whose name any Security is registered at the close of business on a record date
to receive the interest payable on such Security on the related interest payment
date in accordance with the terms of this Indenture and the Securities. If a
Holder converts more than one Security at the same time, the number of shares of
Common Stock issuable upon the conversion shall be based on the aggregate
principal amount of Securities converted.

                  Upon surrender of a Security that is converted in part, the
Company shall execute, and the Trustee shall authenticate and deliver to the
Holder, a new Security equal in principal amount to the unconverted portion of
the Security surrendered.

                  SECTION 5.03. Fractional Shares. The Company will not issue
fractional shares of Common Stock upon conversion of Securities. In lieu
thereof, the Company will pay an amount in cash based upon the Closing Price of
the Common Stock on the Trading Day immediately prior to the Conversion Date.

                  SECTION 5.04. Taxes on Conversion. If a Holder converts a
Security, the Company shall pay any documentary, stamp or similar issue or
transfer tax due on the issue of shares of Common Stock upon such conversion.
However, the

<PAGE>
                                                                              45

Holder shall pay any such tax which is due because the Holder requests the
shares to be issued in a name other than the Holder's name. The Conversion Agent
may refuse to deliver the certificate representing the Common Stock being issued
in a name other than the Holder's name until the Conversion Agent receives a sum
sufficient to pay any tax which will be due because the shares are to be issued
in a name other than the Holder's name. Nothing herein shall preclude any tax
withholding required by law or regulation.

                  SECTION 5.05. Company To Provide Stock. The Company shall,
prior to issuance of any Securities hereunder, and from time to time as may be
necessary, reserve, out of its authorized but unissued Common Stock, a
sufficient number of shares of Common Stock to permit the conversion of all
outstanding Securities into shares of Common Stock.

                  All shares of Common Stock delivered upon conversion of the
Securities shall be newly issued shares, shall be duly authorized, validly
issued, fully paid and nonassessable and shall be free from preemptive rights
and free of any lien or adverse claim.

                  The Company will endeavor promptly to comply with all federal
and state securities laws regulating the offer and delivery of shares of Common
Stock upon conversion of Securities, if any, and will list or cause to have
quoted such shares of Common Stock on each national securities exchange or on
The Nasdaq National Market or other over-the-counter market or such other market
on which the Common Stock is then listed or quoted; provided, however, that if
rules of such automated quotation system or exchange permit the Company to defer
the listing of such Common Stock until the first conversion of the Securities
into Common Stock in accordance with the provisions of this Indenture, the
Company covenants to list such Common Stock issuable upon conversion of the
Securities in accordance with the requirements of such automated quotation
system or exchange at such time.

<PAGE>
                                                                              46

                  SECTION 5.06. Adjustment of Conversion Price. The conversion
price as stated in paragraph 8 of the Securities (the "Conversion Price") shall
be adjusted from time to time by the Company as follows:

                  (a) In case the Company shall (i) pay a dividend on its Common
         Stock in shares of Common Stock, (ii) make a distribution on its Common
         Stock in shares of Common Stock, (iii) subdivide its outstanding Common
         Stock into a greater number of shares, or (iv) combine its outstanding
         Common Stock into a smaller number of shares, the Conversion Price in
         effect immediately prior thereto shall be adjusted so that the Holder
         of any Security thereafter surrendered for conversion shall be entitled
         to receive that number of shares of Common Stock which it would have
         owned had such Security been converted immediately prior to the
         happening of such event. An adjustment made pursuant to this subsection
         (a) shall become effective immediately after the record date in the
         case of a dividend or distribution and shall become effective
         immediately after the effective date in the case of subdivision or
         combination.

                  (b) In case the Company shall issue rights or warrants to all
         or substantially all holders of its Common Stock entitling them (for a
         period commencing no earlier than the record date described below and
         expiring not more than 60 days after such record date) to subscribe for
         or purchase shares of Common Stock (or securities convertible into
         Common Stock) at a price per share (or having a conversion price per
         share) less than the Current Market Price Per Share of Common Stock on
         the record date for the determination of stockholders entitled to
         receive such rights or warrants, the Conversion Price in effect
         immediately prior thereto shall be adjusted so that the same shall
         equal the price determined by multiplying the Conversion Price in
         effect immediately prior to such record date by a fraction of which (x)
         the numerator shall be the number of shares of Common Stock outstanding
         on such record date plus the number of shares which the aggregate
         offering price of the total number of shares of Common Stock so offered
         (or the aggregate conversion price of the convertible securities so
         offered, which shall be determined by multiplying the number of shares
         of Common Stock

<PAGE>
                                                                              47

         issuable upon conversion of such convertible securities by the
         conversion price per share of Common Stock pursuant to the terms of
         such convertible securities) would purchase at the Current Market Price
         Per Share of Common Stock on such record date, and of which (y) the
         denominator shall be the number of shares of Common Stock outstanding
         on such record date plus the number of additional shares of Common
         Stock offered (or into which the convertible securities so offered are
         convertible). Such adjustment shall be made successively whenever any
         such rights or warrants are issued, and shall become effective
         immediately after such record date. If at the end of the period during
         which such rights or warrants are exercisable not all rights or
         warrants shall have been exercised, the adjusted Conversion Price shall
         be immediately readjusted to what it would have been based upon the
         number of additional shares of Common Stock actually issued (or the
         number of shares of Common Stock issuable upon conversion of
         convertible securities actually issued).

                  (c) In case the Company shall distribute to all or
         substantially all holders of its Common Stock any shares of capital
         stock of the Company (other than Common Stock), evidences of
         indebtedness or other non-cash assets (including securities of any
         person other than the Company but excluding (1) dividends or
         distributions paid in cash or (2) dividends or distributions referred
         to in subsection (a) of this Section 5.06), or shall distribute to all
         or substantially all holders of its Common Stock rights or warrants to
         subscribe for or purchase any of its securities (excluding those rights
         and warrants referred to in subsection (b) of this Section 5.06 and
         also excluding the distribution of rights to all holders of Common
         Stock pursuant to the adoption of a stockholders rights plan or the
         detachment of such rights under the terms of such stockholder rights
         plan), then in each such case the Conversion Price shall be adjusted so
         that the same shall equal the price determined by multiplying the
         current Conversion Price by a fraction of which the numerator shall be
         the Current Market Price Per Share of the Common Stock on the record
         date mentioned below less the fair market value on such record date (as
         reasonably determined in good faith by the Board of Directors of the
         Company,

<PAGE>
                                                                              48

         whose determination shall be conclusive evidence of such fair market
         value and which shall be evidenced by an Officers' Certificate
         delivered to the Trustee) of the portion of the capital stock,
         evidences of indebtedness or other non-cash assets so distributed or of
         such rights or warrants applicable to one share of Common Stock
         (determined on the basis of the number of shares of Common Stock
         outstanding on the record date), and of which the denominator shall be
         the Current Market Price Per Share of the Common Stock on such record
         date. Such adjustment shall be made successively whenever any such
         distribution is made and shall become effective immediately after the
         record date for the determination of shareholders entitled to receive
         such distribution.

                  (d) In case the Company shall, by dividend or otherwise, at
         any time distribute (a "Triggering Distribution") to all or
         substantially all holders of its Common Stock cash in an aggregate
         amount that, together with the aggregate amount of (i) any cash and the
         fair market value (as reasonably determined in good faith by the Board
         of Directors of the Company, whose determination shall be conclusive
         evidence thereof and which shall be evidenced by an Officers'
         Certificate delivered to the Trustee) of any other consideration
         payable in respect of any tender offer by the Company or a Subsidiary
         of the Company for Common Stock consummated within the 12 months
         preceding the date of payment of the Triggering Distribution and in
         respect of which no Conversion Price adjustment pursuant to this
         Section 5.06 has been made and (ii) all other cash distributions to all
         or substantially all holders of its Common Stock made within the 12
         months preceding the date of payment of the Triggering Distribution and
         in respect of which no Conversion Price adjustment pursuant to this
         Section 5.06 has been made, exceeds an amount equal to 10.0% of the
         product of the Current Market Price Per Share of Common Stock on the
         Business Day (the "Determination Date") immediately preceding the day
         on which such Triggering Distribution is declared by the Company
         multiplied by the number of shares of Common Stock outstanding on the
         Determination Date (excluding shares held in the treasury of the
         Company), the Conversion Price shall be reduced so that the same shall
         equal the price determined by multiplying such Conversion Price in
         effect immediately

<PAGE>
                                                                              49

         prior to the Determination Date by a fraction of which the numerator
         shall be the Current Market Price Per Share of the Common Stock on the
         Determination Date less the sum of the aggregate amount of cash and the
         aggregate fair market value (as reasonably determined in good faith by
         the Board of Directors of the Company, whose determination shall be
         conclusive evidence of such fair market value and which shall be
         evidenced by an Officers' Certificate delivered to the Trustee) of any
         such other consideration so distributed, paid or payable within such 12
         months (including, without limitation, the Triggering Distribution)
         applicable to one share of Common Stock (determined on the basis of the
         number of shares of Common Stock outstanding on the Determination Date)
         and the denominator shall be such Current Market Price Per Share of the
         Common Stock on the Determination Date, such reduction to become
         effective immediately prior to the opening of business on the day
         following the date on which the Triggering Distribution is paid.

                  (e) (1) In case any tender offer made by the Company for
         Common Stock shall expire and such tender offer (as amended upon the
         expiration thereof) shall involve the payment of aggregate
         consideration in an amount (determined as the sum of the aggregate
         amount of cash consideration and the aggregate fair market value (as
         reasonably determined in good faith by the Board of Directors of the
         Company, whose determination shall be conclusive evidence thereof and
         which shall be evidenced by an Officers' Certificate delivered to the
         Trustee) of any other consideration) that, together with the aggregate
         amount of (i) any cash and the fair market value (as reasonably
         determined in good faith by the Board of Directors of the Company,
         whose determination shall be conclusive evidence thereof and which
         shall be evidenced by an Officers' Certificate delivered to the
         Trustee) of any other consideration payable in respect of any other
         tender offers by the Company or any Subsidiary of the Company for
         Common Stock consummated within the 12 months preceding the date of the
         Expiration Date (as defined below) and in respect of which no
         Conversion Price adjustment pursuant to this Section 5.06 has been made
         and (B) all cash distributions to all or substantially all holders of
         its Common Stock made within the 12 months preceding

<PAGE>
                                                                              50

         the Expiration Date and in respect of which no Conversion Price
         adjustment pursuant to this Section 5.06 has been made, exceeds an
         amount equal to 10.0% of the product of the Current Market Price Per
         Share of Common Stock as of the last date (the "Expiration Date")
         tenders could have been made pursuant to such tender offer (as it may
         be amended) (the last time at which such tenders could have been made
         on the Expiration Date is hereinafter sometimes called the "Expiration
         Time") multiplied by the number of shares of Common Stock outstanding
         (including tendered shares but excluding any shares held in the
         treasury of the Company) at the Expiration Time, then, immediately
         prior to the opening of business on the day after the Expiration Date,
         the Conversion Price shall be reduced so that the same shall equal the
         price determined by multiplying the Conversion Price in effect
         immediately prior to the close of business on the Expiration Date by a
         fraction of which the numerator shall be the product of the number of
         shares of Common Stock outstanding (including tendered shares but
         excluding any shares held in the treasury of the Company) at the
         Expiration Time multiplied by the Current Market Price Per Share of the
         Common Stock on the Trading Day next succeeding the Expiration Date and
         the denominator shall be the sum of (x) the aggregate consideration
         (determined as aforesaid) payable to stockholders based on the
         acceptance (up to any maximum specified in the terms of the tender
         offer) of all shares validly tendered and not withdrawn as of the
         Expiration Time (the shares deemed so accepted, up to any such maximum,
         being referred to as the "Purchased Shares") and (y) the product of the
         number of shares of Common Stock outstanding (less any Purchased Shares
         and excluding any shares held in the treasury of the Company) at the
         Expiration Time and the Current Market Price Per Share of Common Stock
         on the Trading Day next succeeding the Expiration Date, such reduction
         to become effective immediately prior to the opening of business on the
         day following the Expiration Date. In the event that the Company is
         obligated to purchase shares pursuant to any such tender offer, but the
         Company is permanently prevented by applicable law from effecting any
         or all such purchases or any or all such purchases are rescinded, the
         Conversion Price shall again be adjusted to be the Conversion Price
         which would have been in effect based upon the number of

<PAGE>
                                                                              51

         shares actually purchased. If the application of this Section 5.06(e)
         to any tender offer would result in an increase in the Conversion
         Price, no adjustment shall be made for such tender offer under this
         Section 5.06(e).

                      (2) For purposes of Section 5.06(d) and 5.06(e), the term
         "tender offer" shall mean and include both tender offers and exchange
         offers (within the meaning of U.S. Federal securities laws), all
         references to "purchases" of shares in tender offers (and all similar
         references) shall mean and include both the purchase of shares in
         tender offers and the acquisition of shares pursuant to exchange
         offers, and all references to "tendered shares" (and all similar
         references) shall mean and include shares tendered in both tender
         offers and exchange offers.

                  (f) For the purpose of any computation under subsections (b),
         (c), (d) and (e) of this Section 5.06, the current market price per
         share of Common Stock (the "Current Market Price Per Share") on any
         date shall be deemed to be the average of the daily Closing Prices for
         the 30 consecutive Trading Days commencing 45 Trading Days before (i)
         the Determination Date or the Expiration Date, as the case may be, with
         respect to distributions or tender offers under subsection (e) of this
         Section 5.06 or (ii) the record date with respect to distributions,
         issuances or other events requiring such computation under subsection
         (b), (c) or (d) of this Section 5.06. The Closing Price for each day
         (the "Closing Price") shall be the last reported sales price or, in
         case no such reported sale takes place on such date, the average of the
         reported closing bid and asked prices in either case on The New York
         Stock Exchange (the "NYSE") or The Nasdaq National Market (the "NNM"),
         as applicable, or, if the Common Stock is not listed or admitted to
         trading on the NYSE or the NNM, the principal national securities
         exchange or quotation system on which the Common Stock is quoted or
         listed or admitted to trading or, if not quoted or listed or admitted
         to trading on any national securities exchange or quotation system, the
         closing sales price or, in case no reported sale takes place, the
         average of the closing bid and asked prices, as furnished by any two
         members of the National Association of Securities Dealers, Inc.
         selected from time to time by the Company

<PAGE>
                                                                              52

         for that purpose. If no such prices are available, the Current Market
         Price Per Share shall be the fair value of a share of Common Stock (as
         reasonably determined in good faith by the Board of Directors of the
         Company, whose determination shall be conclusive evidence of such fair
         market value and which shall be evidenced by an Officers' Certificate
         delivered to the Trustee).

                  (g) In any case in which this Section 5.06 shall require that
         an adjustment be made following a record date or a Determination Date
         or Expiration Date, as the case may be, established for purposes of
         this Section 5.06, the Company may elect to defer (but only until five
         Business Days following the filing by the Company with the Trustee of
         the certificate described in Section 5.09) issuing to the Holder of any
         Security converted after such record date or Determination Date or
         Expiration Date the shares of Common Stock and other capital stock of
         the Company issuable upon such conversion over and above the shares of
         Common Stock and other capital stock of the Company issuable upon such
         conversion only on the basis of the Conversion Price prior to
         adjustment; and, in lieu of the shares the issuance of which is so
         deferred, the Company shall issue or cause its transfer agent to issue
         due bills or other appropriate evidence prepared by the Company of the
         right to receive such shares. If any distribution in respect of which
         an adjustment to the Conversion Price is required to be made as of the
         record date or Determination Date or Expiration Date therefor is not
         thereafter made or paid by the Company for any reason, the Conversion
         Price shall be readjusted to the Conversion Price which would then be
         in effect if such record date had not been fixed or such effective date
         or Determination Date or Expiration Date had not occurred.

                  SECTION 5.07. No Adjustment. No adjustment in the Conversion
Price shall be required unless the adjustment would require an increase or
decrease of at least 1% in the Conversion Price as last adjusted; provided,
however, that any adjustments which by reason of this Section 5.07 are not
required to be made shall be carried forward and taken into account in any
subsequent adjustment. All calculations under this Article 5 shall be made to
the nearest cent or to the nearest one-hundredth of a share, as the case may be.

<PAGE>
                                                                              53

                  No adjustment need be made for issuances of Common Stock
pursuant to a Company plan for reinvestment of dividends or interest or for a
change in the par value or a change to no par value of the Common Stock.

                  To the extent that the Securities become convertible into the
right to receive cash, no adjustment need be made thereafter as to the cash.
Interest will not accrue on the cash.

                  SECTION 5.08. Adjustment for Tax Purposes. The Company shall
be entitled to make such reductions in the Conversion Price, in addition to
those required by Section 5.06, as it in its discretion shall determine to be
advisable in order that any stock dividends, subdivisions of shares,
distributions of rights to purchase stock or securities or distributions of
securities convertible into or exchangeable for stock hereafter made by the
Company to its stockholders shall not be taxable.

                  SECTION 5.09. Notice of Adjustment. Whenever the Conversion
Price or conversion privilege is adjusted, the Company shall promptly mail to
Securityholders a notice of the adjustment and file with the Trustee an
Officers' Certificate briefly stating the facts requiring the adjustment and the
manner of computing it. Unless and until the Trustee shall receive an Officers'
Certificate setting forth an adjustment of the Conversion Price, the Trustee may
assume without inquiry that the Conversion Price has not been adjusted and that
the last Conversion Price of which it has knowledge remains in effect.

                  SECTION 5.10. Notice of Certain Transactions. In the event
that:

                  (1) the Company takes any action which would require an
         adjustment in the Conversion Price;

                  (2) the Company consolidates or merges with or into, or
         transfers all or substantially all of its property and assets to,
         another corporation or another corporation merges into the Company and,
         in each such case, stockholders of the Company must approve the
         transaction; or

                  (3) there is a dissolution or liquidation of the Company, the
         Company shall mail to Holders and file

<PAGE>
                                                                              54

         with the Trustee a notice stating the proposed record or effective
         date, as the case may be. The Company shall mail the notice at least
         ten days before such date. Failure to mail such notice or any defect
         therein shall not affect the validity of any transaction referred to in
         clause (1), (2) or (3) of this Section 5.10.

                  SECTION 5.11. Effect of Reclassification, Consolidation,
Merger or Sale on Conversion Privilege. If any of the following shall occur,
namely: (a) any reclassification or change of shares of Common Stock issuable
upon conversion of the Securities (other than a change in par value, or from par
value to no par value, or from no par value to par value, or as a result of a
subdivision or combination, or any other change for which an adjustment is
provided in Section 5.06); (b) any consolidation or merger or combination to
which the Company is a party other than a merger in which the Company is the
continuing corporation and which does not result in any reclassification of, or
change (other than in par value, or from par value to no par value, or from no
par value to par value, or as a result of a subdivision or combination) in,
outstanding shares of Common Stock; or (c) any sale, conveyance, transfer or
lease of all or substantially all of the property and assets of the Company,
directly or indirectly, to any Person, then the Company, or such successor,
purchasing, transferee or leasing Person, as the case may be, shall, as a
condition precedent to such reclassification, change, combination,
consolidation, merger, sale, conveyance, transfer or lease, execute and deliver
to the Trustee a supplemental indenture providing that the Holder of each
Security then outstanding shall have the right to convert such Security into the
kind and amount of shares of stock and other securities and property (including
cash) receivable upon such reclassification, change, combination, consolidation,
merger, sale, conveyance, transfer or lease by a holder of the number of shares
of Common Stock deliverable upon conversion of such Security immediately prior
to such reclassification, change, combination, consolidation, merger, sale,
conveyance, transfer or lease. Such supplemental indenture shall provide for
adjustments of the Conversion Price which shall be as nearly equivalent as may
be practicable to the adjustments of the Conversion Price provided for in this
Article 5. If, in the case of any such consolidation, merger, combination, sale,
conveyance, transfer or lease the

<PAGE>
                                                                              55

stock or other securities and property (including cash) receivable thereupon by
a holder of Common Stock include shares of stock or other securities and
property of a Person other than the successor, purchasing, transferee or leasing
Person, as the case may be, in such consolidation, merger, combination, sale,
conveyance, transfer or lease, then such supplemental indenture shall also be
executed by such other Person and shall contain such additional provisions to
protect the interests of the Holders of the Securities as the Board of Directors
of the Company shall reasonably consider necessary by reason of the foregoing.
The provisions of this Section 5.11 shall similarly apply to successive
reclassifications, changes, combinations, consolidations, mergers, sales,
conveyances, transfers or leases.

                  In the event the Company shall execute a supplemental
indenture pursuant to this Section 5.11, the Company shall promptly file with
the Trustee (x) an Officers' Certificate briefly stating the reasons therefor,
the kind or amount of shares of stock or other securities or property (including
cash) receivable by Holders of the Securities upon the conversion of their
Securities after any such reclassification, change, combination, consolidation,
merger, sale, conveyance, transfer or lease, any adjustment to be made with
respect thereto and that all conditions precedent have been complied with and
(y) an Opinion of Counsel that all conditions precedent have been complied with,
and shall promptly mail notice thereof to all Holders.

                  SECTION 5.12. Trustee's Disclaimer. The Trustee shall have no
duty to determine when an adjustment under this Article 5 should be made, how it
should be made or what such adjustment should be, but may accept as conclusive
evidence of that fact or the correctness of any such adjustment, and shall be
protected in relying upon, an Officers' Certificate including the Officers'
Certificate with respect thereto which the Company is obligated to file with the
Trustee pursuant to Section 5.09. The Trustee makes no representation as to the
validity or value of any securities or assets issued upon conversion of
Securities, and the Trustee shall not be responsible for the Company's failure
to comply with any provisions of this Article 5.

                  The Trustee shall not be under any responsibility to determine
the correctness of any provisions contained in any supplemental indenture
executed pursuant to

<PAGE>
                                                                              56

Section 5.11, but may accept as conclusive evidence of the correctness thereof,
and shall be fully protected in relying upon, the Officers' Certificate with
respect thereto which the Company is obligated to file with the Trustee pursuant
to Section 5.11.

                  SECTION 5.13. Voluntary Reduction. The Company from time to
time may voluntarily reduce the Conversion Price by any amount for any period of
time if the period is at least 20 days and if the reduction is irrevocable
during the period if the Board of Directors of the Company determines that such
reduction would be in the best interest of the Company, and the Company provides
15 days' prior notice of any voluntary reduction in the Conversion Price;
provided, however, that in no event may the Company reduce the Conversion Price
to be less than the par value of a share of Common Stock.

                                    ARTICLE 6

                               Successor Companies

                  SECTION 6.01. When Company May Merge or Transfer Assets. The
Company may not consolidate, combine with or merge with or into any other
Person, in a transaction in which it is not the surviving corporation, sell,
convey, transfer or lease all or substantially all of its properties and assets
to any successor Person unless:

                  (1) the successor, purchasing, transferring or leasing Person,
         if any, is a corporation, limited liability company, partnership, trust
         or other entity organized and existing under the laws of the United
         States, any State thereof or the District of Columbia (the "Successor
         Person") and expressly assumes the obligations of the Company under
         this Indenture by a supplemental indenture as provided in Section 5.11;

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

                  (3) the Company shall have delivered to the Trustee an
         Officers's Certificate and an Opinion of Counsel, each stating that
         such consolidation, combination, merger, conveyance, sale, transfer or

<PAGE>
                                                                              57

         lease and such supplemental indenture (if any) comply with this
         Indenture;

                  The Successor Person shall be the successor to the Company and
shall succeed to, and be substituted for, and may exercise every right and power
of the Company under this Indenture, but the predecessor Company in the case of
a sale, conveyance, transfer or lease shall not be released from the obligation
to pay the principal of and interest on the Securities.

                                    ARTICLE 7

                              Defaults and Remedies

                  SECTION 7.01. Events of Default. An "Event of Default"
occurs if:

                  (1) the Company defaults in any payment of interest on any
         Security when the same becomes due and payable, whether or not such
         payment shall be prohibited by Article 11, and such default continues
         for a period of 30 days;

                  (2) the Company (i) defaults in the payment of the principal
         of any Security when the same becomes due and payable at its Stated
         Maturity, upon redemption, upon declaration or otherwise, whether or
         not such payment shall be prohibited by Article 11 or (ii) fails to
         redeem or purchase Securities when required pursuant to this Indenture
         or the Securities, whether or not such redemption or purchase shall be
         prohibited by Article 11;

                  (3) the Company fails to provide notice of a Change in Control
         in accordance with Section 4.07;

                  (4) the Company fails to comply with its obligations under
         Section 6.01;

                  (5) the Company fails to comply with any of its agreements in
         the Securities or this Indenture (other than those referred to in
         clauses (1) through (4) above) and such failure continues for 60 days
         after the notice specified below;

<PAGE>
                                                                              58

                  (6) the Company pursuant to or within the meaning of any
         Bankruptcy Law:

                           (A) commences a voluntary case;

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

                           (C) consents to the appointment of a Custodian of it
                  or for a substantial part of its property; or

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

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

                           (A) is for relief against the Company in an
                  involuntary case;

                           (B) appoints a Custodian of the Company or for any
                  substantial part of its property; or

                           (C) orders the winding up or liquidation of the
                  Company;

         and the order or decree remains unstayed and in effect for 60 days
         (together with Clause (6), the "bankruptcy provisions"); or

                  (8) Indebtedness of the Company is not paid within 15 days of
         any applicable grace period after final maturity or is accelerated by
         the holders thereof because of a default and the total amount of such
         Indebtedness unpaid or accelerated exceeds $20.0 million (the "cross
         acceleration provision").

However, a default under clauses (3) or (5) will not constitute an Event of
Default until the Trustee or the holders of 25% in principal amount of the
outstanding Securities notify the Company of the default and the Company does
not cure such default within the time specified after receipt of such notice.

                  The foregoing will constitute Events of Default whatever the
reason for any such Event of Default and

<PAGE>
                                                                              59

whether it is voluntary or involuntary or is effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body.

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

                  SECTION 7.02. Acceleration. If an Event of Default (other than
an Event of Default specified in Section 7.01(6) or (7) (in either case) with
respect to the Company) occurs and is continuing, the Trustee by notice to the
Company, or the Holders of at least 25% in principal amount of the Securities by
notice to the Company and the Trustee, may declare the principal of and accrued
but unpaid interest on all the Securities to be due and payable. Upon such a
declaration, such principal and interest shall be due and payable immediately.
If an Event of Default specified in Section 7.01(6) or (7) occurs, the principal
of and interest on all the Securities shall ipso facto become and be immediately
due and payable without any declaration or other act on the part of the Trustee
or any Securityholders. The Holders of a majority in principal amount of the
outstanding Securities by notice to the Trustee may rescind an acceleration with
respect to the Securities and its consequences if the rescission would not
conflict with any judgment or decree, if all existing Events of Default have
been cured or waived except nonpayment of principal or interest that has become
due solely because of acceleration and all payments due to the Trustee under
Section 8.07 of this Indenture have been made. No such rescission shall affect
any subsequent Default or impair any right consequent thereto.

                  SECTION 7.03. Other Remedies. If an Event of Default occurs
and is continuing, the Trustee may pursue any available remedy to collect the
payment of principal of or interest on the Securities or to enforce the
performance of any provision of the Securities or this Indenture.

                  The Trustee may maintain a proceeding even if it does not
possess any of the Securities or does not produce any of them in the proceeding.
A delay or omission by the Trustee or any Securityholder in exercising any right
or

<PAGE>
                                                                              60

remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative.

                  SECTION 7.04. Waiver of Past Defaults. The Holders of a
majority in principal amount of the Securities by notice to the Trustee may
waive an existing Default and its consequences except (1) a Default in the
payment of the principal of or interest on a Security or (2) a Default in
respect of a provision that under Section 10.02 cannot be amended without the
consent of each Securityholder affected. When a Default is waived, it is deemed
cured, but no such waiver shall extend to any subsequent or other Default or
impair any consequent right.

                  SECTION 7.05. Control by Majority. The Holders of a majority
in principal amount of the outstanding Securities may direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee
or of exercising any trust or power conferred on the Trustee. However, the
Trustee may refuse to follow any direction that conflicts with law or this
Indenture or, subject to Section 8.01, that the Trustee determines is unduly
prejudicial to the rights of other Securityholders or would involve the Trustee
in personal liability; provided, however, that the Trustee may take any other
action deemed proper by the Trustee that is not inconsistent with such
direction. Prior to taking any action hereunder, the Trustee shall be entitled
to indemnification from the Holders satisfactory to it in its sole discretion
against all losses and expenses caused by taking or not taking such action.

                  SECTION 7.06. Limitation on Suits. Except to enforce the right
to receive payment of principal, premium (if any) or interest when due, no
Securityholder may pursue any remedy with respect to this Indenture or the
Securities unless:

                  (1) the Holder gives to the Trustee written notice stating
         that an Event of Default is continuing;

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

<PAGE>
                                                                              61

                  (3) such Holder or Holders offer to the Trustee reasonable
         security or indemnity against any loss, liability or expense;

                  (4) the Trustee does not comply with the request within 60
         days after receipt of the request and the offer of security or
         indemnity; and

                  (5) the Holders of a majority in principal amount of the
         Securities do not give the Trustee a direction inconsistent with the
         request during such 60-day period.

                  A Securityholder may not use this Indenture to prejudice the
rights of another Securityholder or to obtain a preference or priority over
another Securityholder.

                  SECTION 7.07. Rights of Holders to Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any Holder
to receive payment of principal of and interest on the Securities held by such
Holder, on or after the respective due dates expressed in the Securities, or to
bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of such Holder.

                  SECTION 7.08. Collection Suit by Trustee. If an Event of
Default specified in Section 7.01(1) or (2) occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust
against the Company for the whole amount then due and owing (together with
interest on any unpaid interest to the extent lawful) and the amounts provided
for in Section 8.07.

                  SECTION 7.09. Trustee May File Proofs of Claim. The Trustee
may file such proofs of claim and other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee and the Securityholders
allowed in any judicial proceedings relative to the Company, its creditors or
its property to collect and receive any monies or other property payable or
deliverable on any such claims, and to distribute the same after the deduction
of any amounts due the Trustee under Section 8.07, and to take any other action
with respect to such claims, including participating as a member of any official
committee of creditors, as it reasonably deems necessary or advisable, and,
unless prohibited by law or applicable regulations, may vote on behalf of the
Holders in any election of a trustee

<PAGE>
                                                                              62

in bankruptcy or other Person performing similar functions. The Trustee shall be
entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims, and any Custodian in any
such judicial proceeding is hereby authorized by each Holder to make payments to
the Trustee and, in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due it
for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and its counsel, and any other amounts due the Trustee under
Section 8.07.

                  SECTION 7.10. Priorities. If the Trustee collects any money
pursuant to this Article 7, it shall pay out the money in the following order:

                  FIRST: to the Trustee for amounts due to the Trustee under
         Section 8.07 or any other provision of this Indenture;

                  SECOND: to holders of Senior Indebtedness of the Company to
         the extent required by Article 11;

                  THIRD: to Securityholders for amounts due and unpaid on the
         Securities for principal and interest, ratably, without preference or
         priority of any kind, according to the amounts due and payable on the
         Securities for principal and interest, respectively; and

                  FOURTH:  to the Company.

                  The Trustee may fix a record date and payment date for any
payment to Securityholders pursuant to this Section. At least 15 days before
such record date, the Trustee shall mail to each Securityholder and the Company
a notice that states the record date, the payment date and amount to be paid.

                  SECTION 7.11. Undertaking for Costs. In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as Trustee, a court in its
discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys' fees, against any party
litigant in the

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                                                                              63

suit, having due regard to the merits and good faith of the claims or defenses
made by the party litigant. This Section does not apply to a suit by the
Trustee, a suit by a Holder pursuant to Section 7.07 or a suit by Holders of
more than 10% in principal amount of the Securities.

                                    ARTICLE 8

                                     Trustee

                  SECTION 8.01. Duties of Trustee. (a) If an Event of Default
has occurred and is continuing, the Trustee shall exercise such of the rights
and powers vested in it by this Indenture, and use the same degree of care and
skill in their exercise, as a prudent Person would exercise or use under the
circumstances in the conduct of such Person's own affairs.

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

                  (1) the Trustee undertakes to perform such duties and only
         such duties as are specifically set forth in this Indenture and no
         implied covenants or obligations shall be read into this Indenture
         against the Trustee; and

                  (2) in the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture. However, in the case of any such certificates or
         opinions which, by any provision hereof, are required to be furnished
         to the Trustee, the Trustee shall examine such certificates and
         opinions to determine whether or not they conform to the requirements
         of this Indenture.

                  (c) No provision of this Indenture shall be construed to
relieve the Trustee from liability for its own negligent action, its own
negligent failure to act or its own wilful misconduct, except that:

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

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                                                                              64

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

                  (3) the Trustee shall not be liable with respect to any action
         it takes or omits to take in good faith in accordance with a direction
         received by it pursuant to Section 7.05.

                  (d) Every provision of this Indenture that in any way relates
to the Trustee, other than paragraph (g) of this Section, is subject to
paragraphs (a), (b) and (c) of this Section.

                  (e) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.

                  (f) Money held in trust by the Trustee need not be segregated
from other funds except to the extent required by law.

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

                  (h) Every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section and to the provisions of the TIA.

                  SECTION 8.02. Rights of Trustee. (a) The Trustee, may
conclusively rely on any document believed by it to be genuine and to have been
signed or presented by the proper Person. The Trustee need not investigate any
fact or matter stated in the document.

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

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                                                                              65

action it takes or omits to take in good faith in reliance on the Officers'
Certificate or Opinion of Counsel.

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

                  (d) Subject to Section 8.01(c), the Trustee shall not be
liable for any action it takes or omits to take in good faith which it believes
to be authorized or within its rights or powers.

                  (e) The Trustee may consult with counsel, and the advice or
opinion of counsel with respect to legal matters relating to this Indenture and
the Securities shall be full and complete authorization and protection from
liability in respect to any action taken, omitted or suffered by it hereunder in
good faith and in accordance with the advice or opinion of such counsel.

                  (f) The Trustee shall not be deemed to have notice of any
Default or Event of Default unless a Trust Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a
Default or Event of Default is received by the Trustee at the Corporate Trust
Office, and such notice references the Securities under this Indenture.

                  (g) The rights, privileges, protections, immunities and
benefits given to the Trustee hereunder, including without limitation, its right
to be indemnified, are extended to, and shall be enforceable by, the Trustee in
each of its capacities hereunder, and to each agent, custodian and other Person
employed by the Trustee consistent with the terms of this Indenture to act
hereunder.

                  (h) Any permissive right or authority granted to the Trustee
shall not be construed as a mandatory duty.

                  SECTION 8.03. Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Company or its Affiliates with the same rights
it would have if it were not Trustee. Any Paying Agent, Registrar, co-registrar
or co-paying agent may do the same with like rights. However, the Trustee must
comply with Sections 8.10 and 8.11.

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                                                                              66

                  SECTION 8.04. Trustee's Disclaimer. The Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture or the Securities, it shall not be accountable for the Company's
use of the proceeds from the Securities, and it shall not be responsible for any
statement of the Company in the Indenture or in any document issued in
connection with the sale of the Securities or in the Securities other than the
Trustee's certificate of authentication.

                  SECTION 8.05. Notice of Defaults. If a Default occurs and is
continuing and if it is actually known to the Trustee, or upon written notice
from the Company or any Securityholder or upon a Payment Default, the Trustee
shall mail to each Securityholder notice of the Default within 90 days after it
occurs. Except in the case of a Default in payment of principal of or interest
on any Security (including payments pursuant to the mandatory redemption
provisions of such Security, if any), the Trustee may withhold the notice if and
so long as a committee of its Trust Officers in good faith determines that
withholding the notice is in the interests of Securityholders.

                  SECTION 8.06. Reports by Trustee to Holders. As promptly as
practicable after each November 15 beginning with November 15, 2003, and in any
event within 60 days of each November 15, the Trustee shall mail to each
Securityholder a brief report dated as of November 15 of each year that complies
with TIA Section 313(a). The Trustee also shall comply with TIA Section 313(b).

                  A copy of each report at the time of its mailing to
Securityholders shall be filed with the SEC and each stock exchange (if any) on
which the Securities are listed. The Company agrees to notify promptly the
Trustee whenever the Securities become listed on any stock exchange and of any
delisting thereof.

                  SECTION 8.07. Compensation and Indemnity. The Company shall
pay to the Trustee from time to time reasonable compensation for its services.
The Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee promptly
upon request for all reasonable out-of-pocket expenses, disbursements and
advances incurred or made by it, including costs of collection, in addition to

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                                                                              67

the compensation for its services. Such expenses shall include the reasonable
compensation and expenses, disbursements and advances of the Trustee's agents,
counsel, accountants and experts. The Company shall indemnify the Trustee
against any and all loss, liability or expense (including reasonable attorneys'
fees) incurred by it in connection with the administration of this trust and the
performance of its duties hereunder, including the costs and expenses of
enforcing this Indenture (including this Section 8.07) against the Company and
defending itself against any claim (whether asserted by any Securityholder or
any other Person) or liability in connection with the exercise or performance of
any of its powers or duties hereunder. The Trustee shall notify the Company
promptly of any claim for which it may seek indemnity. Failure by the Trustee to
so notify the Company shall not relieve the Company of its obligations hereunder
unless such failure prejudices the Company. The Company shall defend the claim
and the Trustee may have separate counsel and the Company shall pay the fees and
expenses of such counsel. The Company need not reimburse any expense or
indemnify against any loss, liability or expense incurred by the Trustee through
the Trustee's own wilful misconduct, negligence or bad faith.

                  The Company need not pay for any settlement made by the
Trustee without the Company's consent, such consent not to be unreasonably
withheld.

                  To secure the Company's payment obligations in this Section,
the Trustee shall have a lien prior to the Securities on all money or property
held or collected by the Trustee other than money or property held in trust to
pay principal of and interest on particular Securities.

                  The Company's payment obligations, and the lien granted to the
Trustee, pursuant to this Section shall survive the discharge of this Indenture.
When the Trustee incurs expenses or renders services after the occurrence of a
Default specified in Section 7.01(6) or (7) with respect to the Company, the
expenses and the compensation for the services (including the fees and expenses
of its agents and counsel) are intended to constitute expenses of administration
under the Bankruptcy Law.

                  SECTION 8.08. Replacement of Trustee. The Trustee may resign
at any time by so notifying the Company.

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                                                                              68

The Holders of a majority in principal amount of the Securities may remove the
Trustee by so notifying the Trustee and may appoint a successor Trustee. The
Company shall remove the Trustee if:

                  (1) the Trustee fails to comply with Section 8.10;

                  (2) the Trustee is adjudged bankrupt or insolvent;

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

                  (4) the Trustee otherwise becomes incapable of acting.

                  If the Trustee resigns, is removed by the Company or by the
Holders of a majority in principal amount of the outstanding Securities and such
Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy
exists in the office of Trustee for any reason (the Trustee in such event being
referred to herein as the retiring Trustee), the Company shall promptly appoint
a successor Trustee.

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Securityholders. The retiring Trustee shall promptly transfer all
property held by it as Trustee to the successor Trustee, provided that the
amounts owing to the Trustee hereunder have been paid and subject to the lien
provided for in Section 8.07.

                  If a successor Trustee does not take office within 60 days
after the retiring Trustee resigns or is removed, the retiring Trustee or the
Holders of 10% in principal amount of the Securities may petition any court of
competent jurisdiction for the appointment of a successor Trustee.

                  If the Trustee fails to comply with Section 8.10, any
Securityholder may petition any court of competent jurisdiction for the removal
of the Trustee and the appointment of a successor Trustee.

                  Notwithstanding the replacement of the Trustee pursuant to
this Section, the Company's obligations under

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                                                                              69

Section 8.07 shall continue for the benefit of the retiring Trustee.

                  SECTION 8.09. Successor Trustee by Merger. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee provided that such successor shall be
eligible and qualified under Section 8.10.

                  In case at the time such successor or successors by merger,
conversion or consolidation to the Trustee shall succeed to the trusts created
by this Indenture any of the Securities shall have been authenticated but not
delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Securities so
authenticated; and in case at that time any of the Securities shall not have
been authenticated, any successor to the Trustee may authenticate such
Securities either in the name of any predecessor hereunder or in the name of the
successor to the Trustee; and in all such cases such certificates shall have the
full force which it is anywhere in the Securities or in this Indenture provided
that the certificate of the Trustee shall have.

                  SECTION 8.10. Eligibility; Disqualification. The Trustee shall
at all times satisfy the requirements of TIA Section 310(a). The Trustee shall
have a combined capital and surplus of at least $50,000,000 as set forth in its
most recent published annual report of condition. The Trustee shall comply with
TIA Section 310(b); provided, however, that there shall be excluded from the
operation of TIA Section 310(b)(1) any indenture or indentures under which other
securities or certificates of interest or participation in other securities of
the Company are outstanding if the requirements for such exclusion set forth in
TIA Section 310(b)(1) are met.

                  SECTION 8.11. Preferential Collection of Claims Against
Company. The Trustee shall comply with TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). A Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated
therein.

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                                                                              70

                                    ARTICLE 9

                             Discharge of Indenture

                  SECTION 9.01. Satisfaction and Discharge of Indenture. This
Indenture shall cease to be of further effect (except as to any rights of
conversion, registration of transfer or exchange of Securities herein expressly
provided for and except as further provided below), and the Trustee, on demand
of and at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when (a) either;

                  (1) all Securities theretofore authorized and delivered (other
         than (x) Securities which have been destroyed, lost or stolen and which
         have been replaced or paid as provided in Section 2.10 and (y)
         Securities for whose payment money has therefore been deposited in
         trust and thereafter repaid to the Company as provided in Section 9.03,
         have been delivered to the Trustee for cancellation; or

                  (2) all such Securities not theretofore delivered to the
         Trustee for cancellation (x) have become due and payable, (y) will
         become due and payable at the Stated Maturity within 90 days, or (z)
         have been called for redemption within 90 days under arrangements
         satisfactory to the Trustee for the giving of notice of redemption by
         the Trustee in the name, and at the expense, of the Company, and the
         Company has irrevocably deposited or caused to be irrevocably deposited
         with the Trustee or a Paying Agent (other than the Company or any of
         its Affiliates) as trust funds in trust for the purpose cash in an
         amount sufficient to pay and discharge the entire indebtedness on such
         Securities not theretofore delivered to the Trustee for cancellation,
         for principal and interest to the date of such deposit (in the case of
         Securities which have become due and payable) or to the Stated Maturity
         or Optional Redemption Date, as the case may be;

                  (b) the Company has paid or caused to be paid all other sums
         payable hereunder by the Company; and

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                                                                              71

                  (c) the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent herein provided for relating to the satisfaction and
         discharge of this Indenture have been complied with.

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 8.07 shall survive and,
if money shall have been deposited with the Trustee pursuant to clause (1) of
this Section, the provisions of Sections 2.03, 2.05, 2.06, 2.07, 2.08, 2.10,
4.02, 4.04, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, Article 5, Article 6, and
this Article 9 shall survive until the Securities have been paid in full.

                  SECTION 9.02. Application of Trust Money. Subject to the
provisions of Section 9.03, the Trustee or a Paying Agent shall hold in trust,
for the benefit of the Holders, all money deposited with it pursuant to Section
9.01 and shall apply the deposited money in accordance with this Indenture and
the Securities to the payment of the principal of and interest on the
Securities. Money so held in trust shall not be subject to the subordination
provisions of Article 11.

                  SECTION 9.03. Repayment to Company. The Trustee and the Paying
Agent shall promptly turn over to the Company upon request any excess money (i)
deposited with them pursuant to Section 9.01 and (ii) held by them at any time.

                  The Trustee and each Paying Agent shall pay to the Company
upon request any money held by them for the payment of principal or interest
that remains unclaimed for two years, and, thereafter, Securityholders entitled
to the money must look to the Company for payment as general creditors.

                  SECTION 9.04. Reinstatement. If the Trustee or any Paying
Agent is unable to apply any money in accordance with Section 9.02 by reason of
any legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to Section 9.01

<PAGE>
                                                                              72

until such time as the Trustee or such Paying Agent is permitted to apply all
such money in accordance with Section 9.02; provided, however, that if the
Company has made any payment of the principal of or interest on any Securities
because of the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Securities to receive any such payment from
the money held by the Trustee or such Paying Agent.

                                   ARTICLE 10

                                   Amendments

                  SECTION 10.01. Without Consent of Holders. The Company and the
Trustee may amend this Indenture or the Securities without notice to or consent
of any Securityholder:

                  (1) to cure any ambiguity, omission, defect or inconsistency;

                  (2) to comply with Section 5.11 or Article 6;

                  (3) to provide for uncertificated Securities in addition to or
         in place of Certificated Securities; provided, however, that the
         uncertificated Securities are issued in registered form for purposes of
         Section 163(f) of the Code or in a manner such that the uncertificated
         Securities are described in Section 163(f)(2)(B) of the Code;

                  (4) to appoint a successor Trustee;

                  (5) to comply with any requirements of the SEC in connection
         with qualifying, or maintaining the qualification of, this Indenture
         under the TIA;

                  (6) to add guarantees with respect to the Securities or to
         secure the Securities;

                  (7) to add to covenants of the Company for the benefit of the
         Securityholders or to surrender any right or power conferred upon the
         Company; and

                  (8) to make any change that does not adversely affect the
         rights of any Securityholder, including

<PAGE>
                                                                              73

         providing for the sale and resale of the Securities under Regulation S
         of the Securities Act.

                  After an amendment under this Section becomes effective, the
Company shall mail to Securityholders a notice briefly describing such
amendment. The failure to give such notice to all Securityholders, or any defect
therein, shall not impair or affect the validity of an amendment under this
Section.

                  SECTION 10.02. With Consent of Holders. The Company and the
Trustee may amend this Indenture or the Securities without notice to any
Securityholder but with the written consent of the Holders of at least a
majority in principal amount of the Securities then outstanding (including
consents obtained in connection with a tender offer or exchange for the
Securities). However, without the written consent of each Securityholder
affected thereby, an amendment may not:

                  (a) change the stated maturity of the principal of, or
         interest on, any Security;

                  (b) reduce the principal amount of, or any premium or interest
         on, any Security;

                  (c) reduce the amount of principal payable upon acceleration
         of the maturity of any Security;

                  (d) change the time at which any Security may be redeemed in
         accordance with Article 3;

                  (e) change the place or currency of payment of principal of,
         or any premium or interest on, any Security;

                  (f) impair the right to institute suit for the enforcement of
         any payment on, or with respect to, any Security;

                  (g) modify the subordination provisions of Article 11 in a
         manner materially adverse to the Holders of Securities;

                  (h) adversely affect the right of Holders to convert
         Securities other than under Article 5 of this Indenture; or

<PAGE>
                                                                              74

                  (i) adversely affect the adjustment of the Conversion Price
         except as provided in Article 5 of this Indenture;

                  (j) reduce the percentage of the aggregate principal amount of
         the outstanding Securities whose Holders must consent to a modification
         or amendment of this Indenture; and

                  (k) modify any of the provisions of this Section or Section
         7.04, except to increase any such percentage or to provide that
         specified additional provisions of this Indenture cannot be modified or
         waived without the consent of the Holder of each outstanding Security
         affected thereby.

                  It shall not be necessary for the consent of the Holders under
this Section 10.02 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.

                  After an amendment, supplement or waiver under this Section
10.02 becomes effective, the Company shall mail to the Holders affected thereby
a notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amendment, supplement or
waiver. An amendment or supplement under this Section 10.02 or under Section
10.01 may not make any change that adversely affects the rights under Article 11
of any holder of an issue of Senior Indebtedness unless the holders of that
issue, pursuant to its terms, consent to the change.

                  SECTION 10.03. Compliance with Trust Indenture Act. Every
amendment to this Indenture or the Securities shall comply with the TIA as then
in effect to the extent required thereby.

                  SECTION 10.04. Revocation and Effect of Consents and Waivers.
A consent to an amendment or a waiver by a Holder of a Security shall bind the
Holder and every subsequent Holder of that Security or portion of the Security
that evidences the same debt as the consenting Holder's Security, even if
notation of the consent or waiver is not made on the Security. However, any such
Holder or subse-

<PAGE>
                                                                              75

quent Holder may revoke the consent or waiver as to such Holder's Security or
portion of the Security if the Trustee receives the notice of revocation before
the date the amendment or waiver becomes effective. After an amendment or waiver
becomes effective, it shall bind every Securityholder. An amendment or waiver
becomes effective upon the execution of such amendment or waiver by the Trustee.

                  The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Securityholders entitled to give their
consent or take any other action described above or required or permitted to be
taken pursuant to this Indenture. If a record date is fixed, then
notwithstanding the immediately preceding paragraph, those Persons who were
Securityholders at such record date (or their duly designated proxies), and only
those Persons, shall be entitled to give such consent or to revoke any consent
previously given or to take any such action, whether or not such Persons
continue to be Holders after such record date. No such consent shall be valid or
effective for more than 120 days after such record date.

                  SECTION 10.05. Notation on or Exchange of Securities. If an
amendment changes the terms of a Security, the Trustee may require the Holder of
the Security to deliver it to the Trustee. The Trustee may place an appropriate
notation on the Security regarding the changed terms and return it to the
Holder. Alternatively, if the Company or the Trustee so determines, the Company
in exchange for the Security shall issue and the Trustee shall authenticate a
new Security that reflects the changed terms. Failure to make the appropriate
notation or to issue a new Security shall not affect the validity of such
amendment.

                  SECTION 10.06. Trustee To Sign Amendments. The Trustee shall
sign any amendment authorized pursuant to this Article 10 if the amendment does
not adversely affect the rights, duties, liabilities or immunities of the
Trustee. If it does, the Trustee may but need not sign it. In signing any
amendment the Trustee shall be entitled to receive and (subject to Section 8.01)
shall be fully protected in relying upon, an Officer's Certificate and an
Opinion of Counsel stating that such amendment is authorized or permitted by
this Indenture.

                  SECTION 10.07. Payment for Consent. Neither the Company nor
any Affiliate of the Company shall, directly or

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                                                                              76

indirectly, pay or cause to be paid any consideration, whether by way of
interest, fee or otherwise, to any Holder for or as an inducement to any
consent, waiver or amendment of any of the terms or provisions of this Indenture
or the Securities unless such consideration is offered to be paid to all Holders
that so consent, waive or agree to amend in the time frame set forth in
solicitation documents relating to such consent, waiver or agreement.

                                   ARTICLE 11

                                  Subordination

                  SECTION 11.01. Agreement To Subordinate. The Company agrees,
and each Securityholder by accepting a Security agrees, that the Indebtedness
evidenced by the Securities is subordinated in right of payment, to the extent
and in the manner provided in this Article 11, to the prior payment in full in
cash of all Obligations with respect to Senior Indebtedness of the Company and
that the subordination is for the benefit of and enforceable by the holders of
such Senior Indebtedness. All provisions of this Article 11 shall be subject to
Section 11.12.

                  SECTION 11.02. Liquidation, Dissolution, Bankruptcy. Upon any
payment or distribution of the assets of the Company to creditors upon a total
or partial liquidation or a total or partial dissolution or winding up of the
Company or upon any assignment for the benefit of creditors or marshaling of
assets of the Company or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Company or its property,
whether voluntary or involuntary:

                  (1) the holders of Senior Indebtedness of the Company shall be
         entitled to receive payment in full in cash of all Obligations with
         respect to such Senior Indebtedness (including all interest accruing
         subsequent to the filing of a petition in bankruptcy at the rate
         provided for in the documentation with respect thereto, whether or not
         such interest is an allowed claim under applicable law) before
         Securityholders shall be entitled to receive any payment or
         distribution with respect to the Securities; and

<PAGE>
                                                                              77

                  (2) until all Obligations with respect to such Senior
         Indebtedness are paid in full in cash, any payment or distribution to
         which Securityholders would be entitled but for this Article 11 shall
         be made to holders of such Senior Indebtedness as their interests may
         appear, except that Securityholders may receive in exchange for the
         Securities in any proceeding of the type described above in this
         Section 11.02, (x) equity securities of the Company which, in any case,
         do not provide any mandatory redemption or similar retirement prior to
         the maturity of the Securities or (y) unsecured debt securities of the
         Company which are subordinated to at least the same extent as the
         Securities to the payment of all Senior Indebtedness of the Company and
         which, in any case, do not mature or become subject to a mandatory
         redemption obligation prior to the maturity of the Securities.

                  SECTION 11.03. Default on Senior Indebtedness. The Company may
not pay (in cash, property or other assets) the principal or interest on the
Securities and may not repurchase, redeem or otherwise retire any Securities
(collectively, "pay the Securities") if either of the following occurs (each, a
"Payment Default") (i) any Obligations with respect to Senior Indebtedness are
not paid in full when due or (ii) any other default on Senior Indebtedness
occurs and the maturity of such Senior Indebtedness is accelerated in accordance
with its terms unless, in either case, (x) the default has been cured or waived
and any such acceleration has been rescinded in writing or (y) such Senior
Indebtedness has been paid in full in cash; provided, however, that the Company
may pay the Securities without regard to the foregoing if the Company and the
Trustee receive written notice approving such payment from the Representative of
such Senior Indebtedness. During the continuance of any default (other than a
default described in clause (i) or (ii) of the preceding sentence) with respect
to any Designated Senior Indebtedness pursuant to which the maturity thereof may
be accelerated immediately without further notice (except such notice as may be
required to effect such acceleration) or the expiration of any applicable grace
periods, the Company may not pay the Securities for a period (a "Payment
Blockage Period") commencing upon the receipt by the Company and the Trustee of
written notice (a "Blockage Notice") of such default from the Representative of
such Designated Senior

<PAGE>
                                                                              78

Indebtedness specifying an election to effect a Payment Blockage Period and
ending 179 days thereafter (or earlier if such Payment Blockage Period is
terminated (1) by written notice to the Trustee and the Company from the Person
or Persons who gave such Blockage Notice, (2) because no defaults continue in
existence which would permit the acceleration of the maturities of any
Designated Senior Indebtedness at such time) or (3) because such Designated
Senior Indebtedness has been repaid in full in cash. Unless the holders of such
Designated Senior Indebtedness or the Representative of such holders shall have
accelerated the maturity of such Designated Senior Indebtedness, or any Payment
Default otherwise exists, the Company may resume payments on the Securities
after termination of such Payment Blockage Period and may make any and all
payments that were previously subject to a Payment Blockage Period. The
Securities shall not be subject to more than one Payment Blockage Period in any
consecutive 360-day period. For purposes of this Section, no default or event of
default which existed or was continuing on the date of the commencement of any
Payment Blockage Period with respect to the Designated Senior Indebtedness
initiating such Payment Blockage Period shall be, or be made, the basis of the
commencement of a subsequent Payment Blockage Period by the Representative of
such Designated Senior Indebtedness, whether or not within a period of 360
consecutive days, unless such default or event of default shall have been cured
or waived for a period of not less than 90 consecutive days (it being
acknowledged and agreed that (x) any default or event of default as a result of
a continued failure to meet a financial covenant or test for a period ended
subsequent to the commencement of a Payment Blockage Period shall constitute a
new default or event of default, as the case may be, and shall be deemed not to
be a continuing default or event of default, as the case may be, for purposes of
this sentence and (y) any subsequent action which would give rise to a default
or an event of default pursuant to any provision under which a default or event
of default previously existed or was continuing shall constitute a new default
or event of default, as the case may be, for this purpose and shall be deemed
not to be a continuing default or event of default, as the case may be, for
purposes of this sentence).

                  SECTION 11.04. Acceleration of Payment of Securities. If
payment of the Securities is accelerated because of an Event of Default, the
Company or the Trustee

<PAGE>
                                                                              79

shall promptly notify the holders of the Designated Senior Indebtedness (or
their Representatives) of the acceleration. If any Designated Senior
Indebtedness is outstanding at the time of such acceleration, the Company may
not pay the Securities until five Business Days after the Representatives of all
the issues of Designated Senior Indebtedness receive notice of such acceleration
and, thereafter, may pay the Securities only if the Indenture otherwise permits
payment at that time.

                  SECTION 11.05. When Distribution Must Be Paid Over. If a
distribution is made to Securityholders that because of this Article 11 should
not have been made to them, the Securityholders who receive the distribution
shall hold it in trust for holders of Senior Indebtedness of the Company and pay
it over to them as their interests may appear.

                  SECTION 11.06. Subrogation. After all Senior Indebtedness of
the Company is paid in full in cash and until the Securities are paid in full,
Securityholders shall be subrogated to the rights of holders of such Senior
Indebtedness to receive distributions applicable to such Senior Indebtedness. A
distribution made under this Article 11 to holders of such Senior Indebtedness
which otherwise would have been made to Securityholders is not, as between the
Company and Securityholders, a payment by the Company on such Senior
Indebtedness.

                  SECTION 11.07.  Relative Rights. This Article 11 defines the
relative rights of Securityholders and holders of Senior Indebtedness of the
Company. Nothing in this Indenture shall:

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

                  (2) prevent the Trustee or any Securityholder from exercising
         its available remedies upon a Default, subject to the rights of holders
         of Senior Indebtedness of the Company to receive distributions
         otherwise payable to Securityholders.

<PAGE>
                                                                              80

                  SECTION 11.08. Subordination May Not Be Impaired by Company.
No right of any holder of Senior Indebtedness of the Company to enforce the
subordination of the Indebtedness evidenced by the Securities shall be impaired
by any act or failure to act by the Company or by its failure to comply with
this Indenture.

                  SECTION 11.09. Rights of Trustee and Paying Agent.
Notwithstanding Section 11.03, the Trustee or Paying Agent may continue to make
payments on the Securities and shall not be charged with knowledge of the
existence of facts that would prohibit the making of any such payments unless,
not less than two Business Days prior to the date of such payment, a Trust
Officer of the Trustee receives notice satisfactory to it that payments may not
be made under this Article 11. The Company, the Registrar or co-registrar, the
Paying Agent, a Representative or a holder of Senior Indebtedness may give the
notice.

                  The Trustee in its individual or any other capacity may hold
Senior Indebtedness of the Company with the same rights it would have if it were
not Trustee. The Registrar and co-registrar and the Paying Agent may do the same
with like rights. The Trustee shall be entitled to all the rights set forth in
this Article 11 with respect to any Senior Indebtedness of the Company which may
at any time be held by it, to the same extent as any other holder of such Senior
Indebtedness; and nothing in Article 8 shall deprive the Trustee of any of its
rights as such holder. Nothing in this Article 11 shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 8.07.

                  SECTION 11.10. Distribution or Notice to Representative.
Whenever a distribution is to be made or a notice given to holders of Senior
Indebtedness of the Company, the distribution may be made and the notice given
to their Representative (if any).

                  SECTION 11.11. Article 11 Not To Prevent Events of Default or
Limit Right To Accelerate. The failure to make a payment pursuant to the
Securities by reason of any provision in this Article 11 shall not be construed
as preventing the occurrence of a Default. Nothing in this Article 11 shall have
any effect on the right of the Securityholders or the Trustee to accelerate the
maturity of the Securities.

<PAGE>
                                                                              81

                  SECTION 11.12. Trustee Entitled To Rely. Upon any payment or
distribution pursuant to this Article 11, the Trustee and the Securityholders
shall be entitled to rely (i) upon any order or decree of a court of competent
jurisdiction in which any proceedings of the nature referred to in Section 11.02
are pending, (ii) upon a certificate of the liquidating trustee or agent or
other Person making such payment or distribution to the Trustee or to the
Securityholders or (iii) upon the Representatives for the holders of Senior
Indebtedness of the Company for the purpose of ascertaining the Persons entitled
to participate in such payment or distribution, the holders of such Senior
Indebtedness and other Indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article 11. In the event that the Trustee
determines, in good faith, that evidence is required with respect to the right
of any Person as a holder of Senior Indebtedness of the Company to participate
in any payment or distribution pursuant to this Article 11, the Trustee may
request such Person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of such Senior Indebtedness held by such Person, the
extent to which such Person is entitled to participate in such payment or
distribution and other facts pertinent to the rights of such Person under this
Article 11, and, if such evidence is not furnished, the Trustee may defer any
payment to such Person pending judicial determination as to the right of such
Person to receive such payment. The provisions of Sections 8.01 and 8.02 shall
be applicable to all actions or omissions of actions by the Trustee pursuant to
this Article 11.

                  SECTION 11.13. Trustee To Effectuate Subordination. Each
Securityholder by accepting a Security authorizes and directs the Trustee on its
behalf to take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination between the Securityholders and the holders of
Senior Indebtedness of the Company as provided in this Article 11 and appoints
the Trustee as attorney-in-fact for any and all such purposes.

                  SECTION 11.14. Trustee Not Fiduciary for Holders of Senior
Indebtedness. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness and shall not be liable to any such holders if it
shall mistakenly pay over or distribute to Securityholders or the

<PAGE>
                                                                              82

Company or any other Person, money or assets to which any holders of Senior
Indebtedness of the Company shall be entitled by virtue of this Article 11 or
otherwise.

                  SECTION 11.15. Reliance by Holders of Senior Indebtedness on
Subordination Provisions. Each Securityholder by accepting a Security
acknowledges and agrees that the foregoing subordination provisions are, and are
intended to be, an inducement and a consideration to each holder of any Senior
Indebtedness of the Company, whether such Senior Indebtedness was created or
acquired before or after the issuance of the Securities, to acquire and continue
to hold, or to continue to hold, such Senior Indebtedness and such holder of
such Senior Indebtedness shall be deemed conclusively to have relied on such
subordination provisions in acquiring and continuing to hold, or in continuing
to hold, such Senior Indebtedness.

                                   ARTICLE 12

                                  Miscellaneous

                  SECTION 12.01 Trust Indenture Act Controls. If any provision
of this Indenture limits, qualifies or conflicts with another provision which
is required to be included in the Indenture by the TIA, the required provision
shall control.

                  SECTION 12.02. Notices. Any notice or communication shall be
in writing and delivered or mailed to the address set forth below:

                            if to the Company:

                       Skyworks Solutions, Inc.
                       20 Sylvan Road
                       Woburn, MA 01801

                       Attention: Chief Financial Officer

<PAGE>
                                                                              83

                       if to the Trustee:

                       State Street Bank and Trust Company
                       2 Avenue de Lafayette
                       Boston, MA 02111

                       Attention:  Skyworks Solutions 4 3/4%
                                   Subordinated Notes due 2007

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

                  Any notice or communication mailed to a Securityholder shall
be mailed to the Securityholder at the Securityholder's address as it appears on
the registration books of the Registrar and shall be sufficiently given if so
mailed within the time prescribed.

                  Failure to mail a notice or communication to a Securityholder
or any defect in it shall not affect its sufficiency with respect to other
Securityholders. If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it.

                  SECTION 12.03. Communication by Holders with Other Holders.
Securityholders may communicate pursuant to TIA Section 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar and anyone else shall have
the protection of TIA Section 312(c).

                  SECTION 12.04. Certificate and Opinion as to Conditions
Precedent. Upon any request or application by the Company to the Trustee to take
or refrain from taking any action under this Indenture, the Company shall
furnish to the Trustee:

                  (1) an Officer's Certificate in form and substance
         reasonably satisfactory to the Trustee stating that, in the opinion of
         the signers, all conditions precedent, if any, provided for in this
         Indenture relating to the proposed action have been complied with; and

                  (2) an Opinion of Counsel in form and substance

<PAGE>
                                                                              84

         reasonably satisfactory to the Trustee stating that, in the opinion of
         such counsel, all such conditions precedent have been complied with.

                  SECTION 12.05. Statements Required in Certificate or Opinion.
Each certificate or opinion with respect to compliance with a covenant or
condition provided for in this Indenture shall include:

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

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

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

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

                  SECTION 12.06. When Securities Disregarded. In determining
whether the Holders of the required principal amount of Securities have
concurred in any direction, waiver or consent, Securities owned by the Company
or by any Person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Company shall be disregarded and
deemed not to be outstanding, except that, for the purpose of determining
whether the Trustee shall be protected in relying on any such direction, waiver
or consent, only Securities which the Trustee knows are so owned shall be so
disregarded. Also, subject to the foregoing, only Securities outstanding at the
time shall be considered in any such determination.

                  SECTION 12.07. Rules by Trustee, Paying Agent and Registrar.
The Trustee may make reasonable rules for action by or a meeting of
Securityholders. The Registrar and the Paying Agent may make reasonable rules
for their functions.

<PAGE>
                                                                              85

                  SECTION 12.08. Legal Holidays. A "Legal Holiday" is a
Saturday, a Sunday or a day on which banking institutions are not required to be
open in the State of New York or the Commonwealth of Massachusetts. If a payment
date is a Legal Holiday, payment shall be made on the next succeeding day that
is not a Legal Holiday, and no interest shall accrue for the intervening period.
If a regular record date is a Legal Holiday, the record date shall not be
affected.

                  SECTION 12.09. Governing Law. This Indenture and the
Securities shall be governed by, and construed in accordance with, the laws of
the State of New York but without giving effect to applicable principles of
conflicts of law to the extent that the application of the laws of another
jurisdiction would be required thereby.

                  SECTION 12.10. No Recourse Against Others. A director,
officer, employee or stockholder, as such, of the Company shall not have any
liability for any obligations of the Company under the Securities or this
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Security, each Securityholder
shall waive and release all such liability. The waiver and release shall be part
of the consideration for the issue of the Securities.

                  SECTION 12.11. Successors. All agreements of the Company in
this Indenture and the Securities shall bind its successors. All agreements of
the Trustee in this Indenture shall bind its successors.

                  SECTION 12.12. Multiple Originals. The parties may sign any
number of copies of this Indenture. Each signed copy shall be an original, but
all of them together represent the same agreement. One signed copy is enough to
prove this Indenture.

                  SECTION 12.13. Table of Contents; Headings. The table of
contents, cross-reference sheet and headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not
intended to be considered a part hereof and shall not modify or restrict any of
the terms or provisions hereof.

<PAGE>
                                                                              86

                  IN WITNESS WHEREOF, the parties have caused this Indenture to
be duly executed as of the date first written above.



                         SKYWORKS SOLUTIONS, INC.

                           by /s/ PAUL E. VINCENT
                             ____________________
                              Name: Paul E. Vincent
                              Title: Vice President
                                     and Chief Financial Officer
             

STATE STREET BANK AND TRUST COMPANY,
  as Trustee

          by /s/ ALISON D.B. NADEAU
             ____________________
             Name: Alison D.B. Nadeau
             Title: Vice President

<PAGE>
                                    EXHIBIT A

See Form of 4.75% Convertible Subordinated Note of the Company filed herewith as
Exhibit 4.d


<PAGE>
                                                                     Exhibit 4.d

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY
IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS
SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER
THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR
 BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.

                  THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS SECURITY AND THE SHARES OF
COMMON STOCK ISSUABLE UPON CONVERSION THEREOF MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE
SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF
SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

                  THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE
COMPANY THAT (A) THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON
CONVERSION THEREOF MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED,
ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS
A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE
UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE
SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF

<PAGE>
AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER
WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS
SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. IN ANY
CASE, THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING
TRANSACTIONS WITH REGARD TO THIS SECURITY EXCEPT AS PERMITTED UNDER THE
SECURITIES ACT.

                  THE HOLDER OF THIS SECURITY IS ENTITLED TO THE BENEFITS OF A
REGISTRATION RIGHTS AGREEMENT (AS SUCH TERM IS DEFINED IN THE INDENTURE REFERRED
TO ON THE REVERSE HEREOF) AND, BY ITS ACCEPTANCE HEREOF, AGREES TO BE BOUND BY
AND TO COMPLY WITH THE PROVISIONS OF SUCH REGISTRATION RIGHTS AGREEMENT.

                  THIS SECURITY MAY NOT BE SOLD OR TRANSFERRED TO, AND EACH
PURCHASER BY ITS PURCHASE OF THIS SECURITY SHALL BE DEEMED TO HAVE REPRESENTED
AND COVENANTED THAT IT IS NOT ACQUIRING THIS SECURITY FOR OR ON BEHALF OF, AND
WILL NOT TRANSFER THIS SECURITY TO, ANY EMPLOYEE BENEFIT PLAN (A "PLAN") AS
DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED ("ERISA"), EXCEPT THAT SUCH PURCHASE FOR OR ON BEHALF OF A PLAN SHALL
BE PERMITTED:

                  (I)   TO THE EXTENT SUCH PURCHASE IS MADE BY OR ON BEHALF OF A
         BANK COLLECTIVE INVESTMENT FUND MAINTAINED BY THE PURCHASER IN WHICH NO
         PLAN (TOGETHER WITH ANY OTHER PLANS MAINTAINED BY THE SAME EMPLOYER OR
         EMPLOYEE ORGANIZATION) HAS AN INTEREST IN EXCESS OF 10% OF THE TOTAL
         ASSETS IN SUCH COLLECTIVE INVESTMENT FUND, AND THE OTHER APPLICABLE
         CONDITIONS OF PROHIBITED TRANSACTION CLASS EXEMPTION 91-38 ISSUED BY
         THE DEPARTMENT OF LABOR ARE SATISFIED;

                  (II)  TO THE EXTENT SUCH PURCHASE IS MADE BY OR ON BEHALF OF
         AN INSURANCE COMPANY POOLED SEPARATE ACCOUNT MAINTAINED BY THE
         PURCHASER IN WHICH, AT ANY TIME WHILE THESE SECURITIES ARE OUTSTANDING,
         NO PLAN (TOGETHER WITH ANY OTHER PLANS MAINTAINED BY THE SAME EMPLOYER
         OR EMPLOYEE ORGANIZATION) HAS AN INTEREST IN EXCESS OF 10% OF THE TOTAL
         OF ALL ASSETS IN SUCH POOLED SEPARATE ACCOUNT, AND THE OTHER APPLICABLE
         CONDITIONS OF PROHIBITED TRANSACTION CLASS EXEMPTION 90-1 ISSUED BY THE
         DEPARTMENT OF LABOR ARE SATISFIED;

                  (III) TO THE EXTENT SUCH PURCHASE IS MADE BY AN INVESTMENT
         FUND ON BEHALF OF A PLAN BY (A) AN INVESTMENT ADVISER REGISTERED UNDER
         THE INVESTMENT ADVISERS ACT OF 1940, AS AMENDED (THE "1940 ACT"), THAT
         HAD AS OF THE LAST DAY OF ITS MOST RECENT FISCAL YEAR TOTAL ASSETS
         UNDER ITS MANAGEMENT AND CONTROL IN EXCESS OF $50.0 MILLION AND HAD
         STOCKHOLDERS' OR PARTNERS'

<PAGE>
         EQUITY IN EXCESS OF $750,000, AS SHOWN IN ITS MOST RECENT BALANCE SHEET
         PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES,
         OR (B) A BANK AS DEFINED IN SECTION 202(A)(2) OF THE 1940 ACT WITH
         EQUITY CAPITAL IN EXCESS OF $1.0 MILLION AS OF THE LAST DAY OF ITS MOST
         RECENT FISCAL YEAR, OR (C) AN INSURANCE COMPANY WHICH IS QUALIFIED
         UNDER THE LAWS OF MORE THAN ONE STATE TO MANAGE, ACQUIRE OR DISPOSE OF
         ANY ASSETS OF A PENSION OR WELFARE PLAN, WHICH INSURANCE COMPANY HAS AS
         OF THE LAST DAY OF ITS MOST RECENT FISCAL YEAR, NET WORTH IN EXCESS OF
         $1.0 MILLION AND WHICH IS SUBJECT TO SUPERVISION AND EXAMINATION BY A
         STATE AUTHORITY HAVING SUPERVISION OVER INSURANCE COMPANIES AND, IN ANY
         CASE, SUCH INVESTMENT ADVISER, BANK OR INSURANCE COMPANY IS OTHERWISE A
         QUALIFIED PROFESSIONAL ASSET MANAGER, AS SUCH TERM IS USED IN
         PROHIBITED TRANSACTION CLASS EXEMPTION 84-14 ISSUED BY THE DEPARTMENT
         OF LABOR, AND THE ASSETS OF SUCH PLAN WHEN COMBINED WITH THE ASSETS OF
         OTHER PLANS ESTABLISHED OR MAINTAINED BY THE SAME EMPLOYER (OR
         AFFILIATE THEREOF) OR EMPLOYEE ORGANIZATION AND MANAGED BY SUCH
         INVESTMENT ADVISER, BANK OR INSURANCE COMPANY, DO NOT REPRESENT MORE
         THAN 20% OF THE TOTAL CLIENT ASSETS MANAGED BY SUCH INVESTMENT ADVISER,
         BANK OR INSURANCE COMPANY AT THE TIME OF THE TRANSACTION, AND THE OTHER
         APPLICABLE CONDITIONS OF SUCH EXEMPTION ARE OTHERWISE SATISFIED;

                  (IV)  TO THE EXTENT SUCH PLAN IS A GOVERNMENTAL PLAN, AS
         DEFINED IN SECTION 3(32) OF ERISA WHICH IS NOT SUBJECT TO THE
         PROVISIONS OF TITLE 1 OF ERISA, AND AS DEFINED IN SECTION 414(d) OF THE
         INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE");

                  (V)   TO THE EXTENT SUCH PURCHASE IS MADE BY OR ON BEHALF OF
         AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT, THE
         RESERVES AND LIABILITIES FOR THE GENERAL ACCOUNT CONTRACTS HELD BY OR
         ON BEHALF OF ANY PLAN, TOGETHER WITH ANY OTHER PLANS MAINTAINED BY THE
         SAME EMPLOYER (OR ITS AFFILIATES) OR EMPLOYEE ORGANIZATION, DO NOT
         EXCEED 10% OF THE TOTAL RESERVES AND LIABILITIES OF THE INSURANCE
         COMPANY GENERAL ACCOUNT (EXCLUSIVE OF SEPARATE ACCOUNT LIABILITIES),
         PLUS SURPLUS AS SET FORTH IN THE NATIONAL ASSOCIATION OF INSURANCE
         COMMISSIONERS ANNUAL STATEMENT FILED WITH THE STATE OF DOMICILE OF THE
         INSURER, IN ACCORDANCE WITH PROHIBITED TRANSACTION CLASS EXEMPTION
         95-60, AND THE OTHER APPLICABLE CONDITIONS OF SUCH EXEMPTION ARE
         OTHERWISE SATISFIED;

                  (VI)  TO THE EXTENT PURCHASE IS MADE BY AN IN-HOUSE ASSET
         MANAGER WITHIN THE MEANING OF PART IV(A) OF PROHIBITED TRANSACTION
         CLASS EXEMPTION 96-23, SUCH MANAGER HAS MADE OR PROPERLY AUTHORIZED THE
         DECISION FOR SUCH PLAN TO PURCHASE THIS SECURITY, UNDER CIRCUMSTANCES
         SUCH THAT PROHIBITED TRANSACTION CLASS

<PAGE>
         EXEMPTION 96-23 IS APPLICABLE TO THE PURCHASE AND HOLDING OF THIS
         SECURITY; OR

                  (VII) TO THE EXTENT SUCH PURCHASE WILL NOT OTHERWISE GIVE RISE
         TO A TRANSACTION DESCRIBED IN SECTION 406 OR SECTION 4975(C)(1) OF THE
         CODE FOR WHICH A STATUTORY OR ADMINISTRATIVE EXEMPTION IS UNAVAILABLE.

<PAGE>
                            SKYWORKS SOLUTIONS, INC.

CUSIP No. 83088M AA 0                                                      No. 1
ISIN No. US83088MAA09

4 3/4% CONVERTIBLE SUBORDINATED NOTE DUE NOVEMBER 15, 2007

                  Skyworks Solutions, Inc., a Delaware corporation (the
"COMPANY", which term shall include any successor corporation under the
Indenture referred to on the reverse hereof), promises to pay to Cede & Co., or
registered assigns, the principal sum of Two hundred thirty million Dollars on
November 15, 2007 or such greater or lesser amount as is indicated on the
Schedule of Exchanges of Securities on the other side of this Security.

                  Interest Payment Dates: May 15 and November 15, beginning May
15, 2003

                  Record Dates: May 1 and November 1

                  This Security is convertible as specified on the other side of
this Security. Additional provisions of this Security are set forth on the other
side of this Security.

                             SIGNATURE PAGE FOLLOWS

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

                                                 SKYWORKS SOLUTIONS, INC.

                                                 By:  __________________________
                                                      Name:
                                                      Title:

Trustee's Certificate of Authentication: This is one of the Securities referred
to in the within-mentioned Indenture.

STATE STREET BANK AND TRUST COMPANY,
as Trustee,
_____________________________________
Authorized Signatory

By:

<PAGE>
                            SKYWORKS SOLUTIONS, INC.
           4 3/4% CONVERTIBLE SUBORDINATED NOTE DUE NOVEMBER 15, 2007

1.   Interest

         Skyworks Solutions, Inc., a Delaware corporation (the "COMPANY" which
term shall include any successor corporation under the Indenture hereinafter
referred to), promises to pay interest on the principal amount of this Security
at the rate of 4.75% per annum. The Company shall pay interest semiannually on
May 15 and November 15 of each year, commencing May 15, 2003; provided, however,
that such interest may be increased by any Additional Interest accruing from
time to time on the principal amount of this Security as provided in the
Registration Rights Agreement. Any reference herein to interest accrued or
payable as of any date shall include any Additional Interest accrued or payable
on such date as provided in the Registration Rights Agreement. Interest on the
Securities shall accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from November 12, 2002; provided,
however, that if there is not an existing Default in the payment of interest and
if this Security is authenticated between a record date referred to on the face
hereof and the next succeeding interest payment date, interest shall accrue from
such interest payment date. Interest will be computed on the basis of a 360-day
year of twelve 30-day months.

2.   Method of Payment

         The Company shall pay interest on this Security (except defaulted
interest) to the person who is the Holder of this Security at the close of
business on May 1 or November 1, as the case may be, next preceding the related
interest payment date. The Holder must surrender this Security to a Paying Agent
to collect payment of principal. The Company will pay principal and interest in
money of the United States that at the time of payment is legal tender for
payment of public and private debts. The Company may, however, pay principal and
interest in respect of any Certificated Security by check or wire payable in
such money; provided, however, that a Holder with an aggregate principal amount
in excess of $2,000,000 will be paid by wire transfer in immediately available
funds at the election of such Holder. The Company may mail an interest check to
the Holder's registered address. Notwithstanding the foregoing, so long as this
Security is registered in the name of a Depositary or its nominee, all payments
hereon shall be made by wire transfer of immediately available funds to the
account of the Depositary or its nominee.

<PAGE>
3.   Paying Agent, Registrar and Conversion Agent

         Initially, State Street Bank and Trust Company (the "TRUSTEE," which
term shall include any successor trustee under the Indenture hereinafter
referred to) will act as Paying Agent, Registrar and Conversion Agent. The
Company may change any Paying Agent, Registrar or Conversion Agent without
notice to the Holder. The Company or any of its Subsidiaries may, subject to
certain limitations set forth in the Indenture, act as Paying Agent or
Registrar.

4.   Indenture, Limitations

         This Security is one of a duly authorized issue of Securities of the
Company designated as its 4 3/4% Convertible Subordinated Notes Due November 15,
2007 (the "SECURITIES") issued under an Indenture dated as of November 12, 2002
(together with any supplemental indentures thereto, the "INDENTURE"), among
Skyworks Solutions, Inc. (the "COMPANY"), and the Trustee. Capitalized terms
herein are used as defined in the Indenture unless otherwise defined herein. The
terms of this Security include those stated in the Indenture and those required
by or made part of the Indenture by reference to the Trust Indenture Act of
1939, as amended, as in effect on the date of the Indenture. This Security is
subject to all such terms, and the Holder of this Security is referred to the
Indenture and said Act for a statement of them. The Securities are subordinated
unsecured obligations of the Company limited to $230,000,000 aggregate principal
amount. The Indenture does not limit other debt of the Company, secured or
unsecured, including Senior Indebtedness.

5.   Optional Redemption

         The Company shall not have the option to redeem the Securities pursuant
to this Section 5 prior to November 20, 2005. Thereafter, the Company shall have
the option to redeem any portion of the Securities (an "OPTIONAL REDEMPTION")
upon giving notice as set forth in Section 6. The Optional Redemption Prices
(expressed as percentages of the principal amount) are as follows for Securities
redeemed during the periods set forth below:


<TABLE>
<CAPTION>
Period                                                                                   Redemption
------                                                                                   ----------
                                                                                            Price
                                                                                            -----
<S>                                                                                      <C>
Beginning on November 20, 2005 and ending on November 14, 2006                           101.1875%

Beginning on November 15, 2006 and thereafter                                            100.0000%
</TABLE>


in each case together with accrued interest up to but not including the date of
redemption (the "OPTIONAL REDEMPTION DATE"), provided that if the Optional
Redemption Date falls after an interest payment record date and on or before an
interest payment date, then the interest payment will be payable to the Holders
in whose names the Securities are

<PAGE>
registered at the close of business on the relevant record date for payment of
such interest.

6.   Notice of Redemption

         Notice of redemption will be mailed or delivered at least 20 days but
not more than 60 days before the Optional Redemption Date to each Holder of
Securities to be redeemed at its registered address. Securities in denominations
larger than $1,000 may be redeemed in part, but only in whole multiples of
$1,000. On and after the Optional Redemption Date, subject to the deposit with
the Paying Agent of funds sufficient to pay the Optional Redemption Price plus
accrued interest, if any, accrued to, but excluding, the Optional Redemption
Date, interest shall cease to accrue on Securities or portions of them called
for redemption.

7.   Purchase of Securities at Option of Holder Upon a Change in Control

         At the option of the Holder and subject to the terms and conditions of
the Indenture, the Company shall become obligated to purchase all or any part
specified by the Holder (so long as the principal amount of such part is $1,000
or an integral multiple of $1,000 in excess thereof) of the Securities held by
such Holder on the date that is no less than 30 days and not more than 60 days
after notice of the occurrence of a Change in Control is given as provided in
Section 4.07, at a purchase price equal to 100% of the principal amount thereof
together with accrued interest up to, but excluding, the Change in Control
Purchase Date. The Holder shall have the right to withdraw any Change in Control
Purchase Notice (in whole or in a portion thereof that is $1,000 or an integral
multiple of $1,000 in excess thereof) at any time prior to the close of business
on the Business Day next preceding the Change in Control Purchase Date by
delivering a written notice of withdrawal to the Paying Agent in accordance with
the terms of the Indenture.

8.   Conversion

         A Holder of a Security may convert the principal amount of such
Security (or any portion thereof equal to $1,000 or any integral multiple of
$1,000 in excess thereof) into shares of Common Stock at any time prior to the
close of business on the Business Day immediately preceding November 15, 2007;
provided, however, that if the Security is called for redemption or subject to
purchase upon a Change in Control, the conversion right will terminate at the
close of business on the Business Day immediately preceding the Optional
Redemption Date or the Change in Control Purchase Date, as the case may be, for
such Security or such earlier date as the Holder presents such Security for
redemption or purchase (unless the Company shall default

<PAGE>
in making the redemption payment or Change in Control Purchase Price, as the
case may be, when due, in which case the conversion right shall terminate at the
close of business on the date such default is cured and such Security is
redeemed or purchased). The initial Conversion Price is $9.0505 per share,
subject to adjustment under certain circumstances. The number of shares of
Common Stock issuable upon conversion of a Security is determined by dividing
the principal amount of the Security or portion thereof converted by the
Conversion Price in effect on the Conversion Date. No fractional shares will be
issued upon conversion; in lieu thereof, an amount will be paid in cash based
upon the Closing Price (as defined in the Indenture) of the Common Stock on the
Trading Day immediately prior to the Conversion Date. To convert a Security, a
Holder must (a) complete and manually sign the conversion notice set forth below
and deliver such notice to a Conversion Agent, (b) surrender the Security to a
Conversion Agent, (c) furnish appropriate endorsements and transfer documents if
required by a Registrar or a Conversion Agent, and (d) pay any transfer or
similar tax, if required. Securities so surrendered for conversion (in whole or
in part) during the period from the close of business on any regular record date
to the opening of business on the next succeeding interest payment date
(excluding Securities or portions thereof which are either (i) called for
redemption or (ii) subject to purchase following a Change in Control, in either
case, on a date during the period beginning at the close of business on a
regular record date and ending at the opening of business on the first Business
Day after the next succeeding interest payment date, or if such interest payment
date is not a Business Day, the second such Business Day) shall also be
accompanied by payment in funds acceptable to the Company of an amount equal to
the interest payable on such interest payment date on the principal amount of
such Security then being converted, and such interest shall be payable to such
registered Holder notwithstanding the conversion of such Security, subject to
the provisions of this Indenture relating to the payment of defaulted interest
by the Company. If the Company defaults in the payment of interest payable on
such interest payment date, the Company shall promptly repay such funds to such
Holder. A Holder may convert a portion of a Security equal to $1,000 or any
integral multiple thereof. A Security in respect of which a Holder had delivered
a Change in Control Purchase Notice exercising the option of such Holder to
require the Company to purchase such Security may be converted only if the
Change in Control Purchase Notice is withdrawn in accordance with the terms of
the Indenture.

9.   Conversion Arrangement on Call for Redemption

         Any Securities called for redemption, unless surrendered for conversion
before the close of business on the Business Day immediately preceding the
Optional Redemption Date, may be deemed to be purchased from the

<PAGE>
Holders of such Securities at an amount not less than the Optional Redemption
Price, together with accrued interest, if any, to, but not including, the
Optional Redemption Date, by one or more investment bankers or other purchasers
who may agree with the Company to purchase such Securities from the Holders, to
convert them into Common Stock of the Company and to make payment for such
Securities to the Paying Agent in trust for such Holders.

10.  Subordination

         The indebtedness evidenced by the Securities is, to the extent and in
the manner provided in the Indenture, subordinate and junior in right of payment
to the prior payment in full of all Senior Indebtedness of the Company. Any
Holder by accepting this Security agrees to and shall be bound by such
subordination provisions and authorizes the Trustee to give them effect. In
addition to all other rights of Senior Indebtedness described in the Indenture,
the Senior Indebtedness shall continue to be Senior Indebtedness and entitled to
the benefits of the subordination provisions irrespective of any amendment,
modification or waiver of any terms of any instrument relating to the Senior
Indebtedness or any extension or renewal of the Senior Indebtedness.

11.  Denominations, Transfer, Exchange

         The Securities are in registered form without coupons in denominations
of $1,000 and integral multiples of $1,000. A Holder may register the transfer
of or exchange Securities in accordance with the Indenture. The Registrar may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes or other governmental charges that may
be imposed in relation thereto by law or permitted by the Indenture.

12.  Persons Deemed Owners

         The Holder of a Security may be treated as the owner of it for all
purposes.

13.  Unclaimed Money

         If money for the payment of principal or interest remains unclaimed for
two years, the Trustee or Paying Agent will pay the money back to the Company at
its written request. After that, Holders entitled to money must look to the
Company for payment.

14.  Amendment, Supplement and Waiver

         Subject to certain exceptions, the Indenture or the Securities may be
amended or supplemented with the consent of the Holders of at least a majority
in principal amount of the Securities then outstanding, and an existing

<PAGE>
Default or Event of Default and its consequence or compliance with any provision
of the Indenture or the Securities may be waived in a particular instance with
the consent of the Holders of a majority in principal amount of the Securities
then outstanding. Without the consent of or notice to any Holder, the Company
and the Trustee may amend or supplement the Indenture or the Securities to,
among other things, cure any ambiguity, defect or inconsistency or make any
other change that does not adversely affect the rights of any Holder.

15.  Successor Corporation

         When a successor corporation assumes all the obligations of its
predecessor under the Securities and the Indenture in accordance with the terms
and conditions of the Indenture, the predecessor corporation will (except in
certain circumstances specified in the Indenture) be released from those
obligations.

16.  Defaults and Remedies

         Under the Indenture, an Event of Default includes: (1) the Company
defaults in any payment of interest on any Security when the same becomes due
and payable, whether or not such payment shall be prohibited by Article 11, and
such default continues for a period of 30 days; (2) the Company (i) defaults in
the payment of the principal of any Security when the same becomes due and
payable at its Stated Maturity, upon redemption, upon declaration or otherwise,
whether or not such payment shall be prohibited by Article 11 or (ii) fails to
redeem or purchase Securities when required pursuant to this Indenture or the
Securities, whether or not such redemption or purchase shall be prohibited by
Article 11; (3) the Company fails to provide notice of a Change in Control in
accordance with Section 4.07; (4) the Company fails to comply with its
obligations under Section 6.01; (5) the Company fails to comply with any of its
agreements in the Securities or this Indenture (other than those referred to in
clauses (1) through (4) above) and such failure continues for 60 days after the
notice specified below; or (6) the Company pursuant to or within the meaning of
any Bankruptcy Law: (A) commences a voluntary case; (B) consents to the entry of
an order for relief against it in an involuntary case; (C) consents to the
appointment of a Custodian of it or for a substantial part of its property; or
(D) makes a general assignment for the benefit of its creditors; (7) a court of
competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(A) is for relief against the Company in an involuntary case; (B) appoints a
Custodian of the Company or for any substantial part of its property; or (C)
orders the winding up or liquidation of the Company; and the order or decree
remains unstayed and in effect for 60 days (together with Clause (6), the
"bankruptcy

<PAGE>
provisions"); (8) Indebtedness of the Company is not paid within 15 days of any
applicable grace period after final maturity or is accelerated by the holders
thereof because of a default and the total amount of such Indebtedness unpaid or
accelerated exceeds $20.0 million (the "cross acceleration provision").

         If an Event of Default (other than an event of default as described in
clauses (6)and (7) with respect to the Company) occurs and is continuing, the
Trustee or the Holders of at least 25% in principal amount of the Securities
then outstanding may declare all unpaid principal to the date of acceleration on
the Securities then outstanding to be due and payable immediately, all as and to
the extent provided in the Indenture. If an Event of Default occurs as a result
of certain events of bankruptcy, insolvency or reorganization of the Company or
as described in clauses (6) and (7) herein, unpaid principal of the Securities
then outstanding shall become due and payable immediately without any
declaration or other act on the part of the Trustee or any Holder, all as and to
the extent provided in the Indenture. Holders may not enforce the Indenture or
the Securities except as provided in the Indenture. The Trustee may require
indemnity satisfactory to it before it enforces the Indenture or the Securities.
Subject to certain limitations, Holders of a majority in principal amount of the
Securities then outstanding may direct the Trustee in its exercise of any trust
or power. The Trustee may withhold from Holders notice of any continuing Default
(except a Default in payment of principal or interest) if it determines that
withholding notice is in their interests. The Company is required to file
periodic reports with the Trustee as to the absence of Default.

17.  Trustee Dealings with the Company

         State Street Bank and Trust Company, the Trustee under the Indenture,
in its individual or any other capacity, may make loans to, accept deposits from
and perform services for the Company or an Affiliate of the Company, and may
otherwise deal with the Company or an Affiliate of the Company, as if it were
not the Trustee.

18.  No Recourse Against Others

         A director, officer, employee or shareholder, as such, of the Company
shall not have any liability for any obligations of the Company under the
Securities or the Indenture nor for any claim based on, in respect of or by
reason of such obligations or their creation. The Holder of this Security by
accepting this Security waives and releases all such liability. The waiver and
release are part of the consideration for the issuance of this Security.

<PAGE>
19.  Authentication

         This Security shall not be valid until the Trustee or an authenticating
agent manually signs the certificate of authentication on the other side of this
Security.

20.  Abbreviations and Definitions

         Customary abbreviations may be used in the name of the Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian) and UGMA (= Uniform Gifts to Minors Act).
All terms defined in the Indenture and used in this Security but not
specifically defined herein are defined in the Indenture and are used herein as
so defined.

21.  Indenture to Control; Governing Law

         In the case of any conflict between the provisions of this Security and
the Indenture, the provisions of the Indenture shall control. This Security
shall be governed by, and construed in accordance with, the laws of the State of
New York, without regard to principles of conflicts of law.

         The Company will furnish to any Holder, upon written request and
without charge, a copy of the Indenture. Requests may be made to: Skyworks
Solutions, Inc., 20 Sylvan Road, Woburn, Massachusetts 01801, Attention: Chief
Financial Officer.

<PAGE>
                                 ASSIGNMENT FORM

                To assign this Security, fill in the form below:

                I or we assign and transfer this Security to
_____________________________________________________________________
              (Insert assignee's soc. sec. or tax I.D. no.)
_____________________________________________________________________

_____________________________________________________________________

_____________________________________________________________________

_____________________________________________________________________
          (Print or type assignee's name, address and zip code)
and irrevocably appoint
_____________________________________________________________________

agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him or her.

                                      Your Signature:
Date: ___________                   __________________________________
                                    (Sign exactly as your name appears
                                    on the other side of this Security)

*Signature guaranteed by:

By: ____________________

     *   Signature(s) must be guaranteed by a qualified guarantor institution
         with membership in an approved signature guarantee program pursuant to
         Rule 17Ad-15 under the Securities Exchange Act of 1934.

<PAGE>
                                CONVERSION NOTICE

         To convert this Security into Common Stock of Skyworks Solutions, Inc.,

check the box: []

         To convert only part of this Security, state the principal amount to be
converted (must be $1,000 or a multiple of $1,000): $______________.

         If you want the stock certificate made out in another person's name,
fill in the form below:

                 (Insert assignee's soc. sec. or tax I.D. no.)
________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

                                    Your Signature:
Date: ___________                 __________________________________
                                  (Sign exactly as your name appears
                                  on the other side of this Security)

*Signature guaranteed by:

By:  ________________________

     *   Signature(s) must be guaranteed by a qualified guarantor institution
         with membership in an approved signature guarantee program pursuant to
         Rule 17Ad-15 under the Securities Exchange Act of 1934.

<PAGE>
                           OPTION TO ELECT REPURCHASE
                            UPON A CHANGE OF CONTROL

To: Skyworks Solutions, Inc.

         The undersigned registered owner of this Security hereby irrevocably
acknowledges receipt of a notice from Skyworks Solutions, Inc. (the "COMPANY")
as to the occurrence of a Change in Control with respect to the Company, and
requests and instructs the Company to redeem the entire principal amount of this
Security, or the portion thereof (which is $1,000 or an integral multiple
thereof) below designated, in accordance with the terms of the Indenture
referred to in this Security at the Change in Control Purchase Price, together
with accrued interest to, but excluding, such date, to the registered Holder
hereof.

Date:  __________          ___________________________________
                           Signature(s)

                           Signature(s) must be guaranteed by a
                           qualified guarantor institution with
                           membership in an approved signature
                           guarantee program pursuant to Rule
                           17Ad-15 under the Securities
                           Exchange Act of 1934.

                           ___________________________________
                           Signature Guaranty

Principal amount to be redeemed (in an integral multiple of $1,000, if less than
all):

____________________________________

NOTICE:  The signature to the foregoing Election must correspond to the
         Name as written upon the face of this Security in every particular,
         without alteration or any change whatsoever.

<PAGE>
                      SCHEDULE OF EXCHANGES OF SECURITIES

         The following exchanges, redemptions, repurchases or conversions of a
part of this global Security have been made:


<TABLE>
<CAPTION>
   Principal
   Amount of
     this
    Global                                                Amount of          Amount of
   Security                                              Decrease in        Increase in
  Following                                               Principal          Principal
     Such                            Authorized           Amount of          Amount of
   Decrease                         Signatory of             this               this
     (or            Date             Securities             Global             Global
   Increase)     of Exchange          Custodian            Security           Security
 ------------   -------------      ---------------      -------------      -------------
 <S>            <C>                <C>                  <C>                <C>
</TABLE>


<PAGE>
            CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION

                 OF TRANSFER OF TRANSFER RESTRICTED SECURITIES

Re:  4 3/4% Convertible Subordinated Securities Due November 15, 2007 (the
     "SECURITIES") of Skyworks Solutions, Inc.

         This certificate relates to $______________ principal amount of
Securities owned in (check applicable box)

         [] book-entry or [] definitive form by ___________ (the "TRANSFEROR").

         The Transferor has requested a Registrar or the Trustee to exchange or
register the transfer of such Securities.

         In connection with such request and in respect of each such Security,
the Transferor does hereby certify that the Transferor is familiar with transfer
restrictions relating to the Securities as provided in Section 2.08 of the
Indenture dated as of November 12, 2002, between Skyworks Solutions, Inc. and
State Street Bank and Trust Company (the "INDENTURE"), and the transfer of such
Security is being made pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the "SECURITIES ACT") (check applicable box)
or the transfer or exchange, as the case may be, of such Security does not
require registration under the Securities Act because (check applicable box):

     []  Such Security is being transferred pursuant to an effective
         registration statement under the Securities Act.

     []  Such Security is being transferred to the Company.

     []  Such Security is being transferred inside the United States to a person
         the Transferor reasonably believes is a "qualified institutional buyer"
         (as defined in Rule 144A or any successor provision thereto ("RULE
         144A") under the Securities Act) that is purchasing for its own account
         or for the account of a "qualified institutional buyer", in each case
         to whom notice has been given that the transfer is being made in
         reliance on such Rule 144A, and in each case in reliance on Rule 144A.

     []  Such Security is being transferred outside the United States in an
         offshore transaction within the meaning of Regulation S under the
         Securities Act in compliance with Rule 904 under the Securities Act.

<PAGE>
     []  Such Security is being transferred pursuant to and in compliance with
         an exemption from the registration requirements under the Securities
         Act in accordance with Rule 144 (or any successor thereto) ("RULE 144")
         under the Securities Act.

     []  Such Security is being transferred pursuant to and in compliance with
         an exemption from the registration requirements of the Securities Act
         (other than an exemption referred to above) and as a result of which
         such Security will, upon such transfer, cease to be a "restricted
         security" within the meaning of Rule 144 under the Securities Act.

         The Transferor acknowledges and agrees that, if the transferee will
hold any such Securities in the form of beneficial interests in a Global
Security which is a "restricted security" within the meaning of Rule 144 under
the Securities Act, then such transfer can only be made pursuant to Rule 144A
under the Securities Act and such transferee must be a "qualified institutional
buyer" (as defined in Rule 144A).

Date:  _______________                       ______________________________
                                             (Insert Name of Transferor)


<PAGE>
                                                                     Exhibit 4.e

                                                                [EXECUTION COPY]

                            SKYWORKS SOLUTIONS, INC.,
                                     Issuer

                    15% Convertible Senior Subordinated Notes

                                Due June 30, 2005

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

                                    INDENTURE

                          Dated as of November 20, 2002

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

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                                     Trustee

<PAGE>
                              CROSS-REFERENCE TABLE


<TABLE>
<CAPTION>
TIA                                                                                                Indenture
Section                                                                                             Section
-------------------------------------------------------------------                              -------------
<S>                                                                                              <C>
310 (a)(1).........................................................                                  8.10
    (a)(2).........................................................                                  8.10
    (a)(3).........................................................                                  N.A.
    (a)(4).........................................................                                  N.A.
    (b)............................................................                               8.08; 8.10
    (c)............................................................                                  N.A
311 (a)............................................................                                  8.11
    (b)............................................................                                  8.11
    (c)............................................................                                  N.A.
312 (a)............................................................                                  2.06
    (b)............................................................                                 12.03
    (c)............................................................                                 12.03
313 (a)............................................................                                  8.06
    (b)(1).........................................................                                  N.A.
    (b)(2).........................................................                                  8.06
    (c)............................................................                                 12.02
    (d)............................................................                                  8.06
314 (a)............................................................                              4.02; 12.02
    (b)............................................................                                  N.A.
    (c)(1).........................................................                                 12.04
    (c)(2).........................................................                                 12.04
    (c)(3).........................................................                                  N.A.
    (d)............................................................                                  N.A.
    (e)............................................................                                 12.05
315 (a)............................................................                                  8.01
    (b)............................................................                              8.05; 12.02
    (c)............................................................                                  8.01
    (d)............................................................                                  8.01
    (e)............................................................                                  7.11
316 (a)(last sentence).............................................                                 12.06
    (a)(1) (A).....................................................                                  7.05
    (a)(1) (B).....................................................                                  7.04
    (a)(2).........................................................                                  N.A.
    (b)............................................................                                  7.07
317 (a)(1).........................................................                                  7.08
    (a)(2).........................................................                                  7.09
    (b)............................................................                                  2.05
318 (a)............................................................                                 12.01
</TABLE>


-----------------------------------
N.A. means Not Applicable.

Note:  This Cross-Reference Table shall not, for any purpose, be deemed to be
       part of the Indenture.

<PAGE>
                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                       Page
                                                                                                       ----
<S>                    <C>                                                                             <C>
ARTICLE 1              DEFINITIONS AND INCORPORATION BY REFERENCE....................................    1
     Section 1.01.     Definitions...................................................................    1
     Section 1.02.     Other Definitions.............................................................    9
     Section 1.03.     Incorporation by Reference of Trust Indenture Act.............................   10
     Section 1.04.     Rules of Construction.........................................................   10

ARTICLE 2              THE SECURITIES................................................................   11
     Section 2.01.     Form and Dating...............................................................   11
     Section 2.02.     Execution and Authentication..................................................   12
     Section 2.03.     Registrar, Paying Agent and Conversion Agent..................................   13
     Section 2.04.     Maintenance of Office or Agency...............................................   13
     Section 2.05.     Paying Agent to Hold Money and Shares of Common Stock
 in Trust................   14
     Section 2.06.     Securityholder Lists..........................................................   14
     Section 2.07.     Transfer and Exchange.........................................................   14
     Section 2.08.     Additional Transfer and Exchange Requirements.................................   15
     Section 2.09.     CUSIP Numbers.................................................................   22
     Section 2.10.     Replacement Securities........................................................   23
     Section 2.11.     Outstanding Securities........................................................   23
     Section 2.12.     Temporary Securities..........................................................   24
     Section 2.13.     Cancellation..................................................................   24
     Section 2.14.     Defaulted Interest............................................................   24

ARTICLE 3              REDEMPTION....................................................................   24
     Section 3.01.     Optional Redemption...........................................................   24
     Section 3.02.     Notices to Trustee............................................................   25
     Section 3.03.     Selection of Securities to Be Redeemed........................................   25
     Section 3.04.     Notice of Redemption..........................................................   25
     Section 3.05.     Effect of Notice of Redemption................................................   26
     Section 3.06.     Deposit of Redemption Price...................................................   26
     Section 3.07.     Securities Redeemed in Part...................................................   27

ARTICLE 4              COVENANTS.....................................................................   27
     Section 4.01.     Payment of Securities.........................................................   27
     Section 4.02.     SEC Reports...................................................................   27
     Section 4.03.     Compliance Certificates.......................................................   28
     Section 4.04.     Further Instruments and Acts..................................................   28
</TABLE>


                                       i

<PAGE>

<TABLE>
<S>                    <C>                                                                             <C>
     Section 4.05.     Maintenance of Corporate Existence............................................   28
     Section 4.06.     Payment of Additional Interest................................................   28
     Section 4.07.     Purchase of Securities at Option of the Holder upon Change in Control.........   28
     Section 4.08.     Effect of Change in Control Purchase Notice...................................   32
     Section 4.09.     Deposit of Change in Control Purchase Price...................................   32
     Section 4.10.     Securities Purchased in Part..................................................   33
     Section 4.11.     Compliance with Securities Laws upon Purchase of Securities...................   33
     Section 4.12.     Repayment to the Company......................................................   33

ARTICLE 5              CONVERSION....................................................................   33
     Section 5.01.     Conversion Privilege..........................................................   33
     Section 5.02.     Conversion Procedure..........................................................   34
     Section 5.03.     Fractional Shares.............................................................   36
     Section 5.04.     Taxes on Conversion...........................................................   36
     Section 5.05.     Company to Provide Stock......................................................   36
     Section 5.06.     Adjustment of Conversion Price................................................   37
     Section 5.07.     No Adjustment.................................................................   41
     Section 5.08.     Adjustment for Tax Purposes...................................................   42
     Section 5.09.     Notice of Adjustment..........................................................   42
     Section 5.10.     Notice of Certain Transactions................................................   42
     Section 5.11.     Effect of Reclassification, Consolidation, Merger or Sale on Conversion
                       Privilege.....................................................................   43
     Section 5.12.     Trustee's Disclaimer..........................................................   44
     Section 5.13.     Voluntary Reduction...........................................................   44

ARTICLE 6              SUCCESSOR COMPANIES...........................................................   44
     Section 6.01.     When the Company May Merge or Transfer Assets.................................   44

ARTICLE 7              DEFAULTS AND REMEDIES.........................................................   45
     Section 7.01.     Events of Default.............................................................   45
     Section 7.02.     Acceleration..................................................................   47
     Section 7.03.     Other Remedies................................................................   47
     Section 7.04.     Waiver of Past Defaults.......................................................   48
     Section 7.05.     Control by Majority...........................................................   48
     Section 7.06.     Limitation on Suits...........................................................   48
     Section 7.07.     Rights of Holders to Receive Payment..........................................   49
     Section 7.08.     Collection Suit by Trustee....................................................   49
     Section 7.09.     Trustee May File Proofs of Claim..............................................   49
     Section 7.10.     Priorities....................................................................   49
     Section 7.11.     Undertaking for Costs.........................................................   50
</TABLE>


                                       ii

<PAGE>

<TABLE>
<S>                    <C>                                                                             <C>
ARTICLE 8              TRUSTEE.......................................................................   50
     Section 8.01.     Duties of Trustee.............................................................   50
     Section 8.02.     Rights of Trustee.............................................................   51
     Section 8.03.     Individual Rights of Trustee..................................................   52
     Section 8.04.     Trustee's Disclaimer..........................................................   52
     Section 8.05.     Notice of Defaults............................................................   53
     Section 8.06.     Reports by Trustee to Holders.................................................   53
     Section 8.07.     Compensation and Indemnity....................................................   53
     Section 8.08.     Replacement of Trustee........................................................   54
     Section 8.09.     Successor Trustee by Merger...................................................   55
     Section 8.10.     Eligibility; Disqualification.................................................   55
     Section 8.11.     Preferential Collection of Claims Against Company.............................   56

ARTICLE 9              DISCHARGE OF INDENTURE........................................................   56
     Section 9.01.     Satisfaction and Discharge of Indenture.......................................   56
     Section 9.02.     Application of Trust Money and Shares.........................................   57
     Section 9.03.     Repayment to Company..........................................................   57
     Section 9.04.     Reinstatement.................................................................   58

ARTICLE 10             AMENDMENTS....................................................................   58
     Section 10.01.    Without Consent of Holders....................................................   58
     Section 10.02.    With Consent of Holders.......................................................   59
     Section 10.03.    Compliance with Trust Indenture Act...........................................   60
     Section 10.04.    Revocation and Effect of Consents and Waivers.................................   60
     Section 10.05.    Notation on or Exchange of Securities.........................................   61
     Section 10.06.    Trustee to Sign Amendments....................................................   61
     Section 10.07.    Payment for Consent...........................................................   61

ARTICLE 11             SUBORDINATION.................................................................   61
     Section 11.01.    Agreement to Subordinate......................................................   61
     Section 11.02.    Liquidation, Dissolution, Bankruptcy..........................................   62
     Section 11.03.    Default on Senior Indebtedness................................................   62
     Section 11.04.    Acceleration of Payment of Securities.........................................   63
     Section 11.05.    When Distribution Must Be Paid Over...........................................   64
     Section 11.06.    Subrogation...................................................................   64
     Section 11.07.    Relative Rights...............................................................   64
     Section 11.08.    Subordination May Not Be Impaired by the Company..............................   64
     Section 11.09.    Rights of Trustee and Paying Agent............................................   64
     Section 11.10.    Distribution or Notice to Representative......................................   65
     Section 11.11.    Article 11 Not to Prevent Events of Default or Limit Right to Accelerate......   65
     Section 11.12.    Trustee Entitled to Rely......................................................   65
</TABLE>


                                      iii

<PAGE>

<TABLE>
<S>                    <C>                                                                             <C>
     Section 11.13.    Trustee to Effectuate Subordination...........................................   66
     Section 11.14.    Trustee Not Fiduciary for Holders of Senior Indebtedness......................   66
     Section 11.15.    Reliance by Holders of Senior Indebtedness on Subordination Provisions........   66

ARTICLE 12             MISCELLANEOUS.................................................................   66
     Section 12.01.    Trust Indenture Act Controls..................................................   66
     Section 12.02.    Notices.......................................................................   66
     Section 12.03.    Communication by Holders with Other Holders...................................   67
     Section 12.04.    Certificate and Opinion as to Conditions Precedent............................   67
     Section 12.05.    Statements Required in Certificate or Opinion.................................   68
     Section 12.06.    When Securities Disregarded...................................................   68
     Section 12.07.    Rules by Trustee, Paying Agent and Registrar..................................   68
     Section 12.08.    Legal Holidays................................................................   68
     Section 12.09.    Governing Law.................................................................   69
     Section 12.10.    No Recourse Against Others....................................................   69
     Section 12.11.    Successors....................................................................   69
     Section 12.12.    Multiple Originals............................................................   69
     Section 12.13.    Table of Contents; Headings...................................................   69

Exhibit A  -  Form of Security ......................................................................  A-1
</TABLE>


                                       iv

<PAGE>
              INDENTURE dated as of November 20, 2002, between Skyworks
Solutions, Inc., a Delaware corporation (the "Company"), and Wachovia Bank,
National Association, a national banking association, as trustee hereunder (the
"Trustee").

              Each party agrees as follows for the benefit of the other party
and for the equal and ratable benefit of the Holders of the Company's 15%
Convertible Senior Subordinated Notes due June 30, 2005.

                                   ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

              Section 1.01. Definitions.

              "Additional Interest" has the meaning specified in Section 5 of
the Registration Rights Agreement. All references herein to interest accrued or
payable as of any date shall include any Additional Interest accrued or payable
as of such date as provided in the Registration Rights Agreement.

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

              "Applicable Conversion Price" means, as applicable, with respect
to the Maturity Date or any Conversion Date, as the case may be, (a) if the
Current Market Price is greater than or equal to the Conversion Price, the
Conversion Price, (b) if the Current Market Price is less than the Conversion
Price but greater than or equal to the Floor Price, the Current Market Price,
and (c) if the Current Market Price is less than the Floor Price, the Floor
Price. For the purpose of this definition, "Current Market Price" means the
average of the daily Closing Price per share of the Common Stock for the ten
consecutive Trading Days immediately prior to, but not including, the Maturity
Date or the Conversion Date, as the case may be.

              "Applicable Procedures" means, with respect to any transfer or
exchange of beneficial ownership interests in a Global Security, the rules and
procedures of the Depositary that are applicable to such transfer or exchange.

<PAGE>
              "Attributable Debt" in respect of a Sale/Leaseback Transaction
means, as at the time of determination, the present value (discounted at the
interest rate borne by the Securities, compounded annually) of the total
obligations of the lessee for rental payments during the remaining term of the
lease included in such Sale/Leaseback Transaction (including any period for
which such lease has been extended).

              "Board of Directors" means the Board of Directors of the Company
or any committee thereof duly authorized to act on behalf of such Board.

              "Business Day" means each day which is not a Legal Holiday.

              "Capital Lease Obligation" means an obligation that is required to
be classified and accounted for as a capital lease for financial reporting
purposes in accordance with GAAP, and the amount of Indebtedness represented by
such obligation shall be the capitalized amount of such obligation determined in
accordance with GAAP; and the Stated Maturity thereof shall be the date of the
last payment of rent or any other amount due under such lease prior to the first
date upon which such lease may be terminated by the lessee without payment of a
penalty.

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

              "Certificated Security" means a Security that is in substantially
the form attached hereto as Exhibit A and that does not include the information
or the schedule called for by footnotes 1, 3 and 4 thereof.

              "Code" means the Internal Revenue Code of 1986, as amended.

              "Common Stock" means the common stock of the Company, par value
$.25 per share, as it exists on the date of this Indenture and any shares of any
class or classes of capital stock of the Company resulting from any
reclassification or reclassifications thereof and which have no preference in
respect of dividends or of amounts payable in the event of any voluntary or
involuntary liquidation, dissolution or winding-up of the Company and which are
not subject to redemption by the Company; provided, however, that if at any time
there shall be more than one resulting class, the shares of each class then so
issuable on conversion of Securities shall be substantially in the proportion
which the total number of shares of such class resulting from all such
reclassifications bears to the total number of shares of all such classes
resulting from such reclassifications.

                                       2

<PAGE>
              "Company" means Skyworks Solutions, Inc., a Delaware corporation,
and its successors.

              "Corporate Trust Office" means the principal corporate trust
office of the Trustee at 200 Berkeley Street, 17th floor, Boston, MA 02116, or
such other office, designated by the Trustee by written notice to the Company
and approved by the Company, at which at any particular time its corporate trust
business shall be administered.

              "Currency Agreement" means in respect of a Person any foreign
exchange contract, currency swap agreement or other similar agreement designed
to protect such Person against fluctuations in currency values.

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

              "Designated Senior Indebtedness" means any Senior Indebtedness of
the Company which, at the date of determination, has an aggregate principal
amount outstanding of, or under which, at the date of determination, the holders
thereof are committed to lend up to, at least $10 million and is specifically
designated by the Company in the instrument evidencing or governing such Senior
Indebtedness as "Designated Senior Indebtedness" for purposes of this Indenture.

              "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

              "Floor Price" shall be equal to 80% of the Conversion Price.

              "GAAP" means generally accepted accounting principles in the
United States of America as in effect as of November 12, 2002, including those
set forth in (1) the opinions and pronouncements of the Accounting Principles
Board of the American Institute of Certified Public Accountants, (2) statements
and pronouncements of the Financial Accounting Standards Board, (3) such other
statements by such other entity as approved by a significant segment of the
accounting profession and (4) the rules and regulations of the SEC governing the
inclusion of financial statements (including pro forma financial statements) in
periodic reports required to be filed pursuant to Section 13 of the Exchange
Act, including opinions and pronouncements in staff accounting bulletins and
similar written statements from the accounting staff of the SEC.

              "Global Security" means a permanent Global Security that is in
substantially the form attached hereto as Exhibit A and that includes the
information and schedule called for by footnotes 1, 3 and 4 thereof and which is
deposited with the Depositary or its custodian and registered in the name of the
Depositary or its nominee.

                                       3

<PAGE>
              "Guarantee" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Indebtedness of any other Person
or any obligation, direct or indirect, contingent or otherwise, of such Person
(1) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness of such Person (whether arising by virtue of partnership
arrangements, or by agreements to keep-well, to purchase assets, goods,
securities or services, to take-or- pay or to maintain financial statement
conditions or otherwise) or (2) entered into for the purpose of assuring in any
other manner the obligee of such Indebtedness of the payment thereof or to
protect such obligee against loss in respect thereof (in whole or in part);
provided, however, that the term "Guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business. The term "Guarantee"
used as a verb has a corresponding meaning. The term "Guarantor" shall mean any
Person Guaranteeing any obligation.

              "Hedging Obligations" of any Person means the obligations of such
Person pursuant to any Interest Rate Agreement or Currency Agreement.

              "Holder" or "Securityholder" means the Person in whose name a
Security is registered on the Registrar's books.

              "Incur" means issue, assume, Guarantee, incur or otherwise become
liable for; provided, however, that any Indebtedness or Capital Stock of a
Person existing at the time such Person becomes a Subsidiary (whether by merger,
consolidation, acquisition or otherwise) shall be deemed to be Incurred by such
Person at the time it becomes a Subsidiary. The term "Incurrence" when used as a
noun shall have a correlative meaning. The accretion of principal of a
non-interest bearing or other discount security shall not be deemed the
Incurrence of Indebtedness.

              "Indebtedness" means, with respect to any Person on any date of
determination (without duplication):

              (1)   the principal of and premium (if any) in respect of (A)
       indebtedness of such Person for money borrowed and (B) indebtedness
       evidenced by notes, debentures, bonds or other similar instruments for
       the payment of which such Person is responsible or liable;

              (2)   all Capital Lease Obligations of such Person and all
       Attributable Debt in respect of Sale/Leaseback Transactions entered into
       by such Person;

              (3)   all obligations of such Person issued or assumed as the
       deferred purchase price of property, all conditional sale obligations of
       such Person and all

                                       4

<PAGE>
       obligations of such Person under any title retention agreement (but
       excluding trade accounts payable arising in the ordinary course of
       business);

              (4)   all obligations of such Person for the reimbursement of any
       obligor on any letter of credit, banker's acceptance or similar credit
       transaction (other than obligations with respect to letters of credit
       securing obligations (other than obligations described in clauses (1)
       through (3) above) entered into in the ordinary course of business of
       such Person to the extent such letters of credit are not drawn upon or,
       if and to the extent drawn upon, such drawing is reimbursed no later than
       the tenth Business Day following payment on the letter of credit);

              (5)   the amount of all obligations of such Person with respect to
       the redemption, repayment or other repurchase of any Capital Stock of
       such Person;

              (6)   all obligations of the type referred to in clauses (1)
       through (5) of other Persons and all dividends of other Persons for the
       payment of which, in either case, such Person is responsible or liable,
       directly or indirectly, as obligor, guarantor or otherwise, including by
       means of any Guarantee;

              (7)   all obligations of the type referred to in clauses (1)
       through (6) of other Persons secured by any Lien on any property or asset
       of such Person (whether or not such obligation is assumed by such
       Person), the amount of such obligation being deemed to be the lesser of
       the value of such property or assets or the amount of the obligation so
       secured; and

              (8)   to the extent not otherwise included in this definition,
       Hedging Obligations of such Person.

The amount of Indebtedness of any Person at any date shall be the outstanding
balance at such date of all unconditional obligations as described above and the
maximum liability, upon the occurrence of the contingency giving rise to the
obligation, of any contingent obligations at such date; provided, however, that
in the case of Indebtedness sold at a discount, the amount of such Indebtedness
at any time will be the accreted value thereof at such time.

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

              "Interest Rate Agreement" means in respect of a Person any
interest rate swap agreement, interest rate cap agreement or other financial
agreement or arrangement designed to protect such Person against fluctuations in
interest rates.

                                       5

<PAGE>
              "Issue Date" means the date on which the Securities are originally
issued.

              "Junior Notes" means the 4 3/4% Convertible Subordinated Notes due
November 15, 2007 of the Company, individually and collectively.

              "Junior Notes Indenture" means the Indenture dated as of November
12, 2002 between the Company and State Street Bank and Trust Company with
respect to the Junior Notes.

              "Lien" means any mortgage, pledge, security interest, encumbrance,
lien or similar charge.

              "Maturity Date" means June 30, 2005.

              "Obligations" means with respect to any Indebtedness all
obligations for principal, premium, interest, penalties, fees, indemnifications,
reimbursements, and other amounts payable pursuant to the documentation
governing such Indebtedness.

              "Officer" means the Chief Executive Officer, the President, any
Vice President, the Treasurer, the Corporate Controller or the Secretary of the
Company.

              "Officer's Certificate" means a certificate signed by an Officer.

              "Opinion of Counsel" means a written opinion from legal counsel
who is acceptable to the Trustee. The counsel may be an employee of or counsel
to the Company or the Trustee.

              "Person" means any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust,
unincorporated organization, government or any agency or political subdivision
thereof or any other entity.

              "Preferred Stock", as applied to the Capital Stock of any Person,
means Capital Stock of any class or classes (however designated) which is
preferred as to the payment of dividends or distributions, or as to the
distribution of assets upon any voluntary or involuntary liquidation or
dissolution of such Person, over shares of Capital Stock of any other class of
such Person.

              "principal" of a Security means the principal plus the premium, if
any, of the Security payable on the Security which is due or overdue or is to
become due at the relevant time.

                                       6

<PAGE>
              "Refinance" means, in respect of any Indebtedness, to refinance,
extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue
other Indebtedness in exchange or replacement for, such indebtedness.
"Refinanced" and "Refinancing" shall have correlative meanings.

              "Registration Rights Agreement" means the Registration Rights
Agreement dated November 12, 2002 between the Company and Conexant Systems, Inc.

              "Representative" means any trustee, agent or representative (if
any) for an issue of Senior Indebtedness; provided, however, that if and for so
long as any Senior Indebtedness lacks such a representative, then the
Representative for such Senior Indebtedness shall at all times be the holders of
a majority in outstanding principal amount of such Senior Indebtedness.

              "Restricted Certificated Security" means a Certificated Security
which is a Transfer Restricted Security.

              "Restricted Global Security" means a Global Security which is a
Transfer Restricted Security.

              "Sale/Leaseback Transaction" means an arrangement relating to
property now owned or hereafter acquired whereby the Company transfers such
property to an unaffiliated Person and the Company leases it from such Person.

              "SEC" means the Securities and Exchange Commission.

              "Securities" means the securities issued under this Indenture
which shall be "Designated Senior Indebtedness" (as defined in the Junior Notes
Indenture) for purposes of the Junior Notes Indenture.

              "Securities Act" means the Securities Act of 1933, as amended.

              "Securities Custodian" means the custodian with respect to a
Global Security (as appointed by the Depository), or any successor Person
thereto and shall initially be the Trustee.

              "Senior Indebtedness" means with respect to any Person all (1)
Indebtedness of such Person, whether outstanding on the Issue Date or thereafter
Incurred and (2) all other Obligations of such Person (including interest
accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to such Person whether or not post-filing interest is
allowed in such proceeding) in respect of Indebtedness described in clause (1)
above unless, in the case of clauses (1) and (2), in the instrument creating or
evidencing the same or pursuant to which the same is outstanding, it is
expressly

                                       7

<PAGE>
provided that such Indebtedness or other Obligations are not superior in right
of payment to the Securities; provided, however, that Senior Indebtedness shall
not include (i) any obligation of such Person to any Subsidiary, (ii) any
liability for Federal, state, local or other taxes owed or owing by such Person
or (iii) any accounts payable or other liability to trade creditors arising in
the ordinary course of business (including guarantees thereof or instruments
evidencing such liabilities).

              "Stated Maturity" means, with respect to any security, the date
specified in such security as the fixed date on which the final payment of
principal of such security is due and payable, including pursuant to any
mandatory redemption provision (but excluding any provision providing for the
repurchase of such security at the option of the holder thereof upon the
happening of any contingency unless such contingency has occurred).

              "Subsidiary" means, in respect of any Person, any corporation,
association, partnership or other business entity of which more than 50% of the
total voting power of shares of Capital Stock or other interests (including
partnership interests) entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof
is at the time owned or controlled, directly or indirectly, by (1) such Person,
(2) such Person and one or more Subsidiaries of such Person or (3) one or more
Subsidiaries of such Person.

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

              "Trading Day" means, with respect to any security, each Monday,
Tuesday, Wednesday, Thursday and Friday, other than any day on which securities
are not generally traded on the principal exchange or market in which such
security is traded.

              "Trustee" means the party named as such in this Indenture until a
successor replaces it and, thereafter, means the successor.

              "Trust Officer" means any officer within the Corporate Trust
Office of the Trustee with direct responsibility for the administration of this
Indenture and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his or her
knowledge and familiarity with the particular subject.

              "Unrestricted Certificated Security" means a Certificated Security
that is not a Transfer Restricted Security.

              "Unrestricted Global Security" means a Global Security that is not
a Transfer Restricted Security.

                                       8

<PAGE>
              "Voting Stock" means any class or classes of Capital Stock
pursuant to which the holders thereof under ordinary circumstances have the
power to vote in the election of the board of directors, managers or trustees of
any Person, or other persons performing similar functions irrespective of
whether or not the Capital Stock of any other class or classes shall have, or
might have, voting power by reason of the happening of any contingency.

              Section 1.02. Other Definitions.


<TABLE>
<CAPTION>
                                                                                           Defined in
                                        Term                                                 Section
                                     ----------                                          --------------
<S>                                                                                      <C>
"Agent Members"..................................................................             2.01(c)
"Bankruptcy Law".................................................................             7.01
"Blockage Notice"................................................................            11.03
"Change in Control"..............................................................             4.07(a)
"Change in Control Purchase Date"................................................             4.07(a)
"Change in Control Purchase Notice"..............................................             4.07(c)
"Change in Control Purchase Price"...............................................             4.07(a)
"Closing Price"..................................................................             5.06(f)
"Conversion Agent"...............................................................             2.03
"Conversion Date"................................................................             5.02
"Conversion Price"...............................................................             5.06
"Current Market Price Per Share".................................................             5.06(f)
"Custodian"......................................................................             7.01
"Depositary".....................................................................             2.01(b)
"Determination Date".............................................................             5.06(d)
"DTC"............................................................................             2.01(b)
"Expiration Date"................................................................             5.06(e)
"Expiration Time"................................................................             5.06(e)
"Event of Default"...............................................................             7.01
"Legal Holiday"..................................................................            12.08
"NNM"............................................................................             5.06(f)
"NYSE"...........................................................................             5.06(f)
"Optional Redemption"............................................................             3.01
"Optional Redemption Date".......................................................             3.01
"Optional Redemption Price"......................................................             3.01
"pay the Securities".............................................................            11.03
"Paying Agent"...................................................................             2.03
"Payment Blockage Period"........................................................            11.03
"Payment Default"................................................................            11.03
"Purchased Shares"...............................................................             5.06(e)
</TABLE>


                                       9

<PAGE>

<TABLE>
<CAPTION>
                                                                                      Defined in
                                        Term                                            Section
                                     ----------                                     --------------
<S>                                                                                 <C>
"Refinancing Agreement"..........................................................        2.01(a)
"Registrar"......................................................................        2.03
"Successor Person"...............................................................        6.01
"Transfer Certificate"...........................................................        2.08(f)(1)
"Transfer Restricted Security"...................................................        2.08(f)(1)
"Triggering Distribution"........................................................        5.06(d)
"Unissued Shares"................................................................        4.07(a)
</TABLE>


              Section 1.03. Incorporation by Reference of Trust Indenture Act.
The mandatory provisions of the TIA are incorporated by reference in and made a
part of this Indenture. The following TIA terms have the following meanings:

              "Commission" means the SEC;

              "indenture security holder" means a Securityholder;

              "indenture to be qualified" means this Indenture;

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

              "obligor" on the indenture securities means the Company and any
       other obligor on the Securities.

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

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

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

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

              (3)   "or" is not exclusive;

              (4)   "including" means including without limitation;

              (5)   words in the singular include the plural and words in the
       plural include the singular;

                                       10

<PAGE>
              (6)   unsecured Indebtedness shall not be deemed to be subordinate
       or junior to Indebtedness secured by a Lien merely by virtue of its
       nature as unsecured Indebtedness;

              (7)   the principal amount of any noninterest bearing or other
       discount security at any date shall be the principal amount thereof that
       would be shown on a balance sheet of the Company dated such date prepared
       in accordance with GAAP; and

              (8)   all references to any amount of interest or any other amount
       payable on or with respect to any of the Securities shall be deemed to
       include payment of any Additional Interest pursuant to the Registration
       Rights Agreement.

                                   ARTICLE 2

                                 THE SECURITIES

              Section 2.01. Form and Dating.

              (a)   Form and Dating. The Securities and the Trustee's
certificate of authentication shall be substantially in the form of Exhibit A,
which is hereby incorporated in and expressly made part of this Indenture. The
Securities may have notations, legends or endorsements required by law, stock
exchange rule, agreements to which the Company is subject, if any, or usage
(provided that any such notation, legend or endorsement is in a form acceptable
to the Company). The Securities are being issued by the Company pursuant to the
Refinancing Agreement dated as of November 6, 2002 (the "Refinancing
Agreement"), between the Company and Conexant Systems, Inc., in exchange for the
Interim Convertible Note (as defined in the Refinancing Agreement). Each
Security shall be dated the date of its authentication. The terms of the
Securities set forth in Exhibit A are part of the terms of this Indenture.

              (b)   Global Securities. Any Securities issued in the form of one
or more Global Securities shall be deposited on behalf of the Holders of the
Securities represented thereby with the Trustee, at its Corporate Trust Office,
as custodian for the depositary, The Depository Trust Company ("DTC") (such
depositary, or any successor thereto, being hereinafter referred to as the
"Depositary"), and registered in the name of its nominee, Cede & Co., duly
executed by the Company and authenticated by the Trustee as hereinafter
provided.

              (c)   Global Securities in General. Each Global Security shall
represent such of the outstanding Securities as shall be specified therein and
each shall provide that

                                       11

<PAGE>
it shall represent the aggregate amount of outstanding Securities from time to
time endorsed thereon and that the aggregate amount of outstanding Securities
represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges, redemptions, purchases or conversions of such
Securities. Any endorsement of a Global Security to reflect the amount of any
increase or decrease in the amount of outstanding Securities represented thereby
shall be made by the Securities Custodian in accordance with the standing
instructions and procedures existing between the Depositary and the Securities
Custodian.

              Members of, or participants in, the Depositary ("Agent Members")
shall have no rights under this Indenture with respect to any Global Security
held on their behalf by the Depositary or under any Global Security, and the
Depositary (including, for this purpose, its nominee) may be treated by the
Company, the Trustee and any agent of the Company or the Trustee as the absolute
owner and Holder of such Global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall (1) prevent the Company, the
Trustee or any agent of the Company or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by the Depositary
or (2) impair, as between the Depositary and its Agent Members, the operation of
customary practices governing the exercise of the rights of a Holder of any
Security.

              Section 2.02. Execution and Authentication. An Officer shall sign
the Securities for the Company by manual or facsimile signature. Typographic and
other minor defects in any facsimile signature shall not affect the validity or
enforceability of any Security which has been authenticated and delivered by the
Trustee.

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

              A Security shall not be valid until an authorized signatory of the
Trustee manually signs the certificate of authentication on the Security. The
signature shall be conclusive evidence that the Security has been authenticated
under this Indenture.

              On the Issue Date, the Trustee shall authenticate and deliver $45
million of 15% Convertible Senior Subordinated Notes due June 30, 2005, which
initially will be represented by a Restricted Certificated Security. The
aggregate principal amount of Securities outstanding at any time may not exceed
$45 million except as provided in Section 2.10.

              The Trustee may appoint an authenticating agent reasonably
acceptable to the Company to authenticate the Securities. Unless limited by the
terms of such appointment, an authenticating agent may authenticate Securities
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes

                                       12

<PAGE>
authentication by such agent. An authenticating agent has the same rights as any
Registrar, Paying Agent or agent for service of notices and demands.

              Section 2.03. Registrar, Paying Agent and Conversion Agent. The
Company shall maintain an office or agency where Securities may be presented for
registration of transfer or for exchange (the "Registrar"), an office or agency
where Securities may be presented for payment (the "Paying Agent") and one or
more offices or agencies where securities may be presented for conversion (each,
a "Conversion Agent"). The Registrar shall keep a register of the Securities and
of their transfer and exchange. The Company may have one or more co-registrars
and one or more additional paying agents. The term "Paying Agent" includes any
additional paying agent.

              The Company shall enter into an appropriate agency agreement with
any Registrar, co-registrar, Paying Agent or Conversion Agent not a party to
this Indenture, which shall incorporate the terms of the TIA. The agreement
shall implement the provisions of this Indenture that relate to such agent. The
Company shall notify the Trustee of the name and address of any such agent. If
the Company fails to maintain a Registrar, Paying Agent or Conversion Agent, the
Trustee shall act as such and shall be entitled to appropriate compensation
therefor pursuant to Section 8.07. The Company may act as Paying Agent,
Registrar, co-registrar, transfer agent or Conversion Agent.

              The Company initially appoints the Trustee as Registrar, Paying
Agent and Conversion Agent in connection with the Securities.

              Section 2.04. Maintenance of Office or Agency. The Company shall
maintain in the Borough of Manhattan, the City of New York, an office or agency
(which may be an office of the Trustee or an affiliate of the Trustee, Registrar
or co-registrar) where Securities may be surrendered for registration of
transfer or for exchange and where notices and demands to or upon the Company in
respect of the Securities and this Indenture may be served. Such office shall
initially be Wachovia Bank, National Association, at 40 Broad Street in the City
of New York. The Company shall give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee.

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

                                       13

<PAGE>
York, for such purposes. The Company shall give prompt written notice to the
Trustee of any such designation or rescission and of any change in the location
of any such other office or agency.

              Section 2.05. Paying Agent to Hold Money and Shares of Common
Stock in Trust. Prior to 11:00 a.m. New York City time on each due date of the
principal and interest on any Security, the Company shall deposit with the
Paying Agent (i) a sum sufficient to pay such principal (if to be due in cash)
and interest when so becoming due or (ii) a number of shares of Common Stock
sufficient to pay such principal (if to be due in shares of Common Stock) in
accordance with paragraph 2 or 16 of the Form of Security attached hereto as
Exhibit A. The Company shall require each Paying Agent (other than the Trustee)
to agree in writing that the Paying Agent shall hold in trust for the benefit of
Securityholders or the Trustee all money and shares of Common Stock held by the
Paying Agent for the payment of principal of or interest on the Securities and,
if the Paying Agent is different than the Trustee, shall notify the Trustee of
any default by the Company in making any such payment, and while any such
default continues, the Trustee may require the Paying Agent to pay all money and
shares of Common Stock held by it to the Trustee. If the Company or a Subsidiary
acts as Paying Agent, it shall segregate the money and shares of Common Stock
held by it as Paying Agent and hold it as a separate trust fund. The Company at
any time may require a Paying Agent to pay all money and shares of Common Stock
held by it to the Trustee and to account for any funds and shares of Common
Stock disbursed by the Paying Agent. Upon complying with this Section, the
Paying Agent shall have no further liability for the money and shares of Common
Stock delivered to the Trustee.

              Section 2.06. Securityholder Lists. The Trustee shall preserve in
as current a form as is reasonably practicable the most recent list available to
it of the names and addresses of Securityholders. If the Trustee is not the
Registrar, the Company shall furnish to the Trustee, in writing at least five
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of Securityholders.

              Section 2.07. Transfer and Exchange. The Securities shall be
issued in registered form and shall be transferable only upon the surrender of a
Security for registration of transfer. When a Security is presented to the
Registrar or a co-registrar with a request to register a transfer, the Registrar
shall register the transfer as requested if the requirements of this Indenture
are satisfied. When Securities are presented to the Registrar or a co-registrar
with a request to exchange them for an equal principal amount of Securities of
other denominations, the Registrar shall make the exchange as requested if the
same requirements are met. To permit registration of transfers and exchanges,
the Company shall execute and the Trustee shall authenticate Securities at the
Registrar's or

                                       14

<PAGE>
co-registrar's request. The Company or the Registrar may require payment by the
Holder of a sum sufficient to pay all taxes, assessments or other governmental
charges in connection with any transfer or exchange pursuant to this Section.
The Company shall not be required to make and the Registrar need not register
transfers or exchanges of Securities selected for redemption (except, in the
case of Securities to be redeemed in part, the portion thereof not to be
redeemed) or any Securities for a period of 15 days before a selection of
Securities to be redeemed or 15 days before an interest payment date.

              Prior to the due presentation for registration of transfer of any
Security, the Company, the Trustee, the Paying Agent, the Registrar or any
co-registrar may deem and treat the person in whose name a Security is
registered as the absolute owner of such Security for the purpose of receiving
payment of principal of and (subject to the provisions of the Securities with
respect to record dates) interest on such Security and for all other purposes
whatsoever, whether or not such Security is overdue, and none of the Company,
the Trustee, the Paying Agent, the Registrar or any co-registrar shall be
affected by notice to the contrary.

              All Securities issued upon any transfer or exchange pursuant to
the terms of this Indenture will evidence the same debt and will be entitled to
the same benefits under this Indenture as the Securities surrendered upon such
transfer or exchange.

              Section 2.08. Additional Transfer and Exchange Requirements.

              (a)   Transfer and Exchange of Global Securities. (1) Certificated
Securities shall be issued in exchange for interests in the Global Securities
only if (x) the Depositary notifies the Company that it is unwilling or unable
to continue as depositary for the Global Securities or if it at any time ceases
to be a "clearing agency" registered under the Exchange Act, if so required by
applicable law or regulation and a successor depositary is not appointed by the
Company within 90 days, (y) an Event of Default has occurred and is continuing
or (z) the Company, in its sole discretion, notifies the Trustee in writing that
it elects to cause the issuance of Certificated Securities. In any such case,
the Company shall execute, and the Trustee shall, upon receipt of an order from
the Company (which the Company agrees to deliver promptly), authenticate and
deliver Certificated Securities in an aggregate principal amount equal to the
principal amount of such Global Securities in exchange therefor. Only Restricted
Certificated Securities shall be issued in exchange for beneficial interests in
Restricted Global Securities, and only Unrestricted Certificated Securities
shall be issued in exchange for beneficial interests in Unrestricted Global
Securities. Certificated Securities issued in exchange for beneficial interests
in Global Securities shall be registered in such names and shall be in such
authorized denominations as the Depositary, pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the Trustee. The
Trustee shall deliver or

                                       15

<PAGE>
cause to be delivered such Certificated Securities to the persons in whose names
such Securities are so registered. Such exchange shall be effected in accordance
with the Applicable Procedures.

              (2)   Notwithstanding any other provisions of this Indenture other
than the provisions set forth in Section 2.08(a)(1), a Global Security may not
be transferred as a whole except by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary.

              (b)   Transfer and Exchange of Certificated Securities. When
Certificated Securities are presented by a Holder to a Registrar with a request:

              (x)   to register the transfer of the Certificated Securities to a
       person who will take delivery thereof in the form of Certificated
       Securities only; or

              (y)   to exchange such Certificated Securities for an equal
       principal amount of Certificated Securities of other authorized
       denominations;

such Registrar shall register the transfer or make the exchange as requested if
the requirements for such transaction under this Indenture are satisfied;
provided, however, that the Certificated Securities presented or surrendered for
register of transfer or exchange:

              (1)   shall be duly endorsed or accompanied by an assignment form
       and, if applicable, a transfer certificate each in the form included in
       Exhibit A, and in a form satisfactory to the Registrar duly executed by
       the Holder thereof or its attorney duly authorized in writing; and

              (2)   in the case of a Restricted Certificated Security, such
       request shall be accompanied by the following additional information and
       documents, as applicable:

                    (i)    if such Restricted Certificated Security is being
              delivered to the Registrar by a Holder for registration in the
              name of such Holder, without transfer, or such Restricted
              Certificated Security is being transferred to the Company or a
              Subsidiary of the Company, a certification to that effect from
              such Holder (in substantially the form set forth in the Transfer
              Certificate);

                    (ii)   if such Restricted Certificated Security is being
              transferred pursuant to an effective registration statement under
              the Securities Act, a

                                       16

<PAGE>
              certification to that effect from such Holder (in substantially
              the form set forth in the Transfer Certificate); or

                    (iii)  if such Restricted Certificated Security is being
              transferred (x) pursuant to an exemption from the registration
              requirements of the Securities Act in accordance with Rule 144,
              (y) outside the United States in an offshore transaction within
              the meaning of Regulation S under the Securities Act in compliance
              with Rule 904 under the Securities Act or (z) (A) pursuant to an
              exemption from the registration requirements of the Securities Act
              (other than pursuant to Rule 144 or Rule 904), and (B) as a
              result, such Security shall cease to be a "restricted security"
              within the meaning of Rule 144, a certification to that effect
              from the Holder (in substantially the form set forth in the
              Transfer Certificate) and, if the Company or such Registrar so
              requests, an Opinion of Counsel, certificates and other
              information reasonably acceptable to the Company and such
              Registrar to the effect that such transfer is in compliance with
              the requirements of the Securities Act.

              (c)   Transfer of a Beneficial Interest in a Restricted Global
Security for a Beneficial Interest in an Unrestricted Global Security. Any
person having a beneficial interest in a Restricted Global Security may upon
request, subject to the Applicable Procedures, transfer such beneficial interest
to a person who is required or permitted to take delivery thereof in the form of
an Unrestricted Global Security. Upon receipt by the Trustee of written
instructions, or such other form of instructions as is customary for the
Depositary, from the Depositary or its nominee on behalf of any person having a
beneficial interest in a Restricted Global Security and the following additional
information and documents in such form as is customary for the Depositary from
the Depositary or its nominee on behalf of the person having such beneficial
interest in the Restricted Global Security (all of which may be submitted by
facsimile or electronically):

              (1)   if such beneficial interest is being transferred pursuant to
       an effective registration statement under the Securities Act, a
       certification to that effect from the transferor (in substantially the
       form set forth in the Transfer Certificate); or

              (2)   if such beneficial interest is being transferred (i)
       pursuant to an exemption from the registration requirements of the
       Securities Act in accordance with Rule 144, (ii) outside the United
       States in an offshore transaction within the meaning of Regulation S
       under the Securities Act in compliance with Rule 904 under the Securities
       Act or (iii) (A) pursuant to an exemption from the registration
       requirements of the Securities Act (other than pursuant to Rule 144 or
       Rule 904) and (B) as a result, such Security shall cease to be a
       "restricted security" within the meaning of Rule 144, a certification to
       that effect from the transferor (in substantially the form set forth in
       the Transfer Certificate) and, if the Company or

                                       17

<PAGE>
       the Trustee so requests, an Opinion of Counsel, certificates and other
       information reasonably acceptable to the Company and the Trustee to the
       effect that such transfer is in compliance with the requirements of the
       Securities Act;

the Trustee, as a Registrar and Securities Custodian, shall reduce or cause to
be reduced the aggregate principal amount of the Restricted Global Security by
the appropriate principal amount and shall increase or cause to be increased the
aggregate principal amount of the Unrestricted Global Security by a like
principal amount. Such transfer shall otherwise be effected in accordance with
the Applicable Procedures. If no Unrestricted Global Security is then
outstanding, the Company shall execute and the Trustee shall, upon receipt of a
Company Order (which the Company agrees to deliver promptly), authenticate and
deliver an Unrestricted Global Security.

              (d)   Transfer of a Beneficial Interest in an Unrestricted Global
Security for a Beneficial Interest in a Restricted Global Security. In the event
that Transfer Restricted Securities are eligible for book-entry settlement with
the Depositary, any person having a beneficial interest in an Unrestricted
Global Security may upon request, subject to the Applicable Procedures, transfer
such beneficial interest to a person who is required or permitted to take
delivery thereof in the form of a Restricted Global Security. Upon receipt by
the Trustee of written instructions or such other form of instructions as is
customary for the Depositary, from the Depositary or its nominee, on behalf of
any person having a beneficial interest in an Unrestricted Global Security and,
in such form as is customary for the Depositary, from the Depositary or its
nominee on behalf of the person having such beneficial interest in the
Unrestricted Global Security (all of which may be submitted by facsimile or
electronically) a certification from the transferor (in substantially the form
set forth in the Transfer Certificate) to the effect that such beneficial
interest is being transferred to a person that the transferor reasonably
believes is required or permitted to hold the Security as a Transfer Restricted
Security, the Trustee, as a Registrar and Securities Custodian, shall reduce or
cause to be reduced the aggregate principal amount of the Unrestricted Global
Security by the appropriate principal amount and shall increase or cause to be
increased the aggregate principal amount of the Restricted Global Security by a
like principal amount. Such transfer shall otherwise be effected in accordance
with the Applicable Procedures. If no Restricted Global Security is then
outstanding, the Company shall execute and the Trustee shall, upon receipt of a
Company Order (which the Company agrees to deliver promptly), authenticate and
deliver a Restricted Global Security.

              (e)   Transfers or Exchanges of Certificated Securities for
Beneficial Interest in Global Securities. In the event that (1) Certificated
Securities are issued in exchange for beneficial interests in Global Securities
and, thereafter, the events or conditions specified in Section 2.08(a)(1) which
required such exchange shall cease to exist or (2) Transfer Restricted
Securities (including the Restricted Certificated Securities

                                       18

<PAGE>
issued pursuant to Section 2.02) would be eligible for book-entry settlement
with the Depositary if in the form of a Global Security, the Company shall mail
notice to the Trustee and to the Holders stating that Holders may exchange
Certificated Securities for interests in Global Securities by complying with the
procedures set forth in this Indenture and briefly describing such procedures
and the events or circumstances requiring that such notice be given. Provided
that no events or conditions specified in Section 2.08(a)(1) exist, if
Certificated Securities described in the immediately preceding sentence or
Unrestricted Certificated Securities issued upon transfer or exchange of
Restricted Certificated Securities pursuant to Section 2.08(b) are presented by
a Holder to a Registrar with a request:

              (x)   to register the transfer of such Certificated Securities to
       a person who will take delivery thereof in the form of a beneficial
       interest in a Global Security, which request shall specify whether such
       Global Security will be a Restricted Global Security or an Unrestricted
       Global Security; or

              (y)   to exchange such Certificated Securities for an equal
       principal amount of beneficial interests in a Global Security, which
       beneficial interests will be owned by the Holder transferring such
       Certificated Securities (provided that in the case of such an exchange,
       Restricted Certificated Securities may be exchanged only for Restricted
       Global Securities and Unrestricted Certificated Securities may be
       exchanged only for Unrestricted Global Securities);

the Registrar shall register the transfer or make the exchange as requested by
canceling such Certificated Security and causing, or directing the Securities
Custodian to cause, the aggregate principal amount of the applicable Global
Security to be increased accordingly and, if no such Global Security is then
outstanding, the Company shall issue and the Trustee shall authenticate and
deliver a new Global Security; provided, however, that the Certificated
Securities presented or surrendered for registration of transfer or exchange:

              (1)   shall be duly endorsed or accompanied by a written
       instrument of transfer in accordance with the provisions of Section
       2.08(b)(y)(1);

              (2)   in the case of a Restricted Certificated Security to be
       transferred for a beneficial interest in an Unrestricted Global Security,
       such request shall be accompanied by the following additional information
       and documents, as applicable:

                    (i)    if such Restricted Certificated Security is being
              transferred pursuant to an effective registration statement under
              the Securities Act, a certification to that effect from such
              Holder (in substantially the form set forth in the Transfer
              Certificate); or

                                       19

<PAGE>
                    (ii)   if such Restricted Certificated Security is being
              transferred (x) pursuant to an exemption from the registration
              requirements of the Securities Act in accordance with Rule 144,
              (y) outside the United States in an offshore transaction within
              the meaning of Regulation S under the Securities Act in compliance
              with Rule 904 under the Securities Act or (z) (A) pursuant to an
              exemption from the registration requirements of the Securities Act
              (other than pursuant to Rule 144 or Rule 904) and (B) as a result,
              such Security shall cease to be a "restricted security" within the
              meaning of Rule 144; a certification to that effect from such
              Holder (in substantially the form set forth in the Transfer
              Certificate), and, if the Company or the Registrar so requests, an
              Opinion of Counsel, certificates and other information reasonably
              acceptable to the Company and the Trustee to the effect that such
              transfer is in compliance with the requirements of the Securities
              Act;

              (3)   in the case of a Restricted Certificated Security to be
       transferred or exchanged for a beneficial interest in a Restricted Global
       Security, such request shall be accompanied by a certification from such
       Holder (in substantially the form set forth in the Transfer Certificate)
       to the effect that such Restricted Certificated Security is being
       transferred to a person the Holder reasonably believes is required or
       permitted to hold the Security as a Transfer Restricted Global Security
       (which, in the case of an exchange, shall be such Holder);

              (4)   in the case of an Unrestricted Certificated Security to be
       transferred or exchanged for a beneficial interest in an Unrestricted
       Global Security, such request need not be accompanied by any additional
       information or documents; and

              (5)   in the case of an Unrestricted Certificated Security to be
       transferred or exchanged for a beneficial interest in a Restricted Global
       Security, such request shall be accompanied by a certification from such
       Holder (in substantially the form set forth in the Transfer Certificate)
       to the effect that such Unrestricted Certificated Security is being
       transferred to a person the Holder reasonably believes is required or
       permitted to hold the Security as a Transfer Restricted Global Security
       (which, in the case of an exchange, shall be such Holder).

              (f)   Legends. (1) Except as permitted by the following paragraphs
(2) and (3), each Global Security and Certificated Security (and all Securities
issued in exchange therefor or upon registration of transfer or replacement
thereof) shall bear a legend in substantially the form called for by footnote 2
to Exhibit A hereto (each a "Transfer Restricted Security" for so long as it is
required by this Indenture to bear such legend). Each Transfer Restricted
Security shall have attached thereto a certificate (a "Transfer Certificate") in
substantially the form called for by footnote 5 to Exhibit A hereto.

                                       20

<PAGE>
              (2)   Unless the Holder is an affiliate of the Company for
purposes of Rule 144 or the Company is otherwise required by law to maintain the
legend on the Security, upon any sale or transfer of a Transfer Restricted
Security (v) after the expiration of the holding period applicable to sales of
the Securities under Rule 144(k) of the Securities Act, (w) pursuant to Rule
144, (x) outside the United States in an offshore transaction within the meaning
of Regulation S under the Securities Act in compliance with Rule 904 under the
Securities Act, (y) pursuant to an effective registration statement under the
Securities Act or (z) (A) pursuant to any other available exemption (other than
Rule 144 or Rule 904) from the registration requirements of the Securities Act
and (B) as a result, such Security shall cease to be a "restricted security"
within the meaning of Rule 144:

              (i)   in the case of any Restricted Certificated Security, any
       Registrar shall permit the Holder thereof to exchange such Restricted
       Certificated Security for an Unrestricted Certificated Security, or
       (under the circumstances described in Section 2.08(e)) to transfer such
       Restricted Certificated Security to a transferee who shall take such
       Security in the form of a beneficial interest in an Unrestricted Global
       Security, and in each case shall rescind any restriction on the transfer
       of such Security; provided, however, that the Holder of such Restricted
       Certificated Security shall, in connection with such exchange or
       transfer, comply with the other applicable provisions of this Section
       2.08; and

              (ii)  in the case of any beneficial interest in a Restricted
       Global Security, the Trustee shall permit the beneficial owner thereof to
       transfer such beneficial interest to a transferee who shall take such
       interest in the form of a beneficial interest in an Unrestricted Global
       Security and shall rescind any restriction on transfer of such beneficial
       interest; provided, however, that such Unrestricted Global Security shall
       continue to be subject to the provisions of Section 2.08(a)(2); and
       provided further, that the owner of such beneficial interest shall, in
       connection with such transfer, comply with the other applicable
       provisions of this Section 2.08.

              (3)   Upon the exchange, registration of transfer or replacement
of Securities not bearing the legend described in paragraph (1) above, the
Company shall execute, and the Trustee shall authenticate and deliver,
Securities that do not bear such legend and that do not have a Transfer
Certificate attached thereto.

              (4)   Unless the Holder is an affiliate of the Company for
purposes of Rule 144 or the Company is otherwise required by law to maintain the
legend on the Security, after the expiration of the holding period pursuant to
Rule 144(k) of the Securities Act applicable to a Holder of a Restricted Global
Security or Restricted Certificated Security, the Company may with the consent
of such Holder of a Restricted Global Security or Restricted Certificated
Security, remove any restriction of transfer on such Security, and

                                       21

<PAGE>
the Company shall execute, and the Trustee shall authenticate and deliver,
Securities that do not bear such legend and that do not have a Transfer
Certificate attached thereto.

              (g)   Transfers to the Company. Nothing in this Indenture or in
the Securities shall prohibit the sale or other transfer of any Securities
(including beneficial interests in Global Securities) to the Company or any of
its Subsidiaries.

              (h)   No Obligation of the Trustee.

              (i)   The Trustee shall have no responsibility or obligation to
       any beneficial owner of a Global Security, a member of, or a participant
       in the Depository or other Person with respect to the accuracy of the
       books or records, or the acts or omissions, of the Depository or its
       nominee or of any participant or member thereof, with respect to any
       ownership interest in the Securities or with respect to the delivery to
       any participant, member, beneficial owner or other Person (other than the
       Depository) of any notice (including any notice of redemption) or the
       payment of any amount, under or with respect to such Securities. All
       notices and communications to be given to the Holders and all payments to
       be made to Holders under the Securities shall be given or made only to or
       upon the order of the registered Holders (which shall be the Depository
       or its nominee in the case of a Global Security). The rights of
       beneficial owners in any Global Security shall be exercised only through
       the Depository subject to the Applicable Procedures of the Depository.
       The Trustee may rely and shall be fully protected in relying upon
       information furnished by the Depository with respect to its members,
       participants and any beneficial owners.

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

              Section 2.09. CUSIP Numbers. The Company in issuing the Securities
may use "CUSIP" numbers (if then generally in use) and, if so, the Trustee shall
use "CUSIP" numbers in notices of redemption or purchase as a convenience to
Holders; provided, however, that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice of a redemption or purchase and
that reliance may be placed only on the other

                                       22

<PAGE>
identification numbers printed on the Securities, and any such redemption or
purchase shall not be affected by any defect in or omission of such numbers. The
Company will promptly notify the Trustee of any change in the "CUSIP" numbers.

              Section 2.10. Replacement Securities. If a mutilated Security is
surrendered to the Registrar or if the Holder of a Security claims that the
Security has been lost, destroyed or wrongfully taken, the Company shall issue
and the Trustee shall authenticate a replacement Security if the requirements of
this Indenture are met and the Holder satisfies any other reasonable
requirements of the Trustee. If required by the Trustee or the Company, such
Holder shall furnish an indemnity bond sufficient in the judgment of the Company
and the Trustee to protect the Company, the Trustee, the Paying Agent, the
Registrar and any co-registrar from any loss which any of them may suffer if a
Security is replaced. The Company and the Trustee may charge the Holder for
their expenses in replacing a Security.

              Upon the issuance of any new Securities under this Section 2.10,
the Company or the Registrar may require the payment by the Holder of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto.

              Every replacement Security is an additional obligation of the
Company.

              Section 2.11. Outstanding Securities. Securities outstanding at
any time are all Securities authenticated by the Trustee except for those
cancelled by it, those delivered to it for cancellation and those described in
this Section as not outstanding. A Security does not cease to be outstanding
because the Company or an Affiliate of the Company holds the Security.

              If a Security is replaced pursuant to Section 2.10, it ceases to
be outstanding unless the Trustee and the Company receive proof satisfactory to
them that the replaced Security is held by a bona fide purchaser, in which case
the replacement Security shall cease to be outstanding, subject to the
provisions of this Indenture.

              If the Paying Agent segregates and holds in trust, in accordance
with this Indenture, on a redemption date or maturity date money or shares of
Common Stock, as applicable, for payment of the principal of the Securities as
provided in the form of Security attached hereto as Exhibit A and this Indenture
sufficient to pay all principal and money sufficient to pay all interest payable
on that date with respect to the Securities (or portions thereof) to be redeemed
or maturing, as the case may be, and the Paying Agent is not prohibited from
paying such money and/or delivering such shares of Common Stock to the
Securityholders on that date pursuant to the terms of this Indenture, then on
and after that date such Securities (or portions thereof) cease to be
outstanding and interest on them ceases to accrue.

                                       23

<PAGE>
              Section 2.12. Temporary Securities. Until definitive Securities
are ready for delivery, the Company may prepare and the Trustee shall
authenticate temporary Securities. Temporary Securities shall be substantially
in the form of definitive Securities but may have variations that the Company
considers appropriate for temporary Securities. Without unreasonable delay, the
Company shall prepare and the Trustee shall authenticate definitive Securities
and deliver them in exchange for temporary Securities.

              Section 2.13. Cancellation. The Company at any time may deliver
Securities to the Trustee for cancellation. The Registrar and the Paying Agent
shall forward to the Trustee any Securities surrendered to them for registration
of transfer, exchange or payment. The Trustee and no one else shall cancel and
destroy all Securities surrendered for registration of transfer, exchange,
payment or cancellation and deliver a certificate of such destruction to the
Company unless the Company directs the Trustee to deliver cancelled Securities
to the Company. The Company may not issue new Securities to replace Securities
it has redeemed, paid or delivered to the Trustee for cancellation.

              Section 2.14. Defaulted Interest. If the Company defaults in a
payment of interest on the Securities, the Company shall pay defaulted interest
(plus interest on such defaulted interest to the extent lawful) as provided in
paragraph 1 of the Security in any lawful manner. The Company may pay the
defaulted interest to the persons who are Securityholders on a subsequent
special record date. The Company shall fix or cause to be fixed any such special
record date and payment date to the reasonable satisfaction of the Trustee and
shall promptly mail to each Securityholder a notice that states the special
record date, the payment date and the amount of defaulted interest to be paid.

                                   ARTICLE 3

                                   REDEMPTION

              Section 3.01. Optional Redemption. At any time on or after May 12,
2004, the Company may redeem any portion of the Securities ("Optional
Redemption"), upon giving notice as set forth in Section 3.04, at the redemption
price (the "Optional Redemption Price") specified in paragraph 5 of the form of
Security attached hereto as Exhibit A; provided, however, that if the redemption
date (the "Optional Redemption Date") falls after an interest payment record
date and on or before an interest payment date, then the interest payment will
be payable to the Holders in whose name the Securities are registered at the
close of business on the relevant record date for payment of such interest. If
the Company elects to redeem Securities pursuant to this Section 3.01 and
paragraph 5 of the Securities, it shall notify the Trustee, at the earlier of
the time the Company notifies the Holders of such redemption or 45 days prior to
the Optional Redemption Date as fixed by the Company (unless a shorter notice
shall be satisfactory to

                                       24

<PAGE>
the Trustee), of the Optional Redemption Date and the principal amount of
Securities to be redeemed. If fewer than all of the Securities are to be
redeemed, the record date relating to such redemption shall be selected by the
Company and notice thereof given to the Trustee, which record date shall not be
less than ten days after the date of notice to the Trustee.

              Section 3.02. Notices to Trustee. If the Company elects to redeem
the Securities pursuant to paragraph 5 of the Securities, it shall notify the
Trustee in writing of the redemption date and the principal amount of Securities
to be redeemed.

              Section 3.03. Selection of Securities to Be Redeemed. If fewer
than all the Securities are to be redeemed, the Trustee shall select the
Securities to be redeemed pro rata or by lot or by a method that complies with
applicable legal and securities exchange requirements, if any, and that the
Trustee in its sole discretion considers to be fair and appropriate. The Trustee
shall make the selection from outstanding Securities not previously called for
redemption. The Trustee may select for redemption portions of the principal of
Securities that have denominations larger than $1,000. Securities and portions
of them the Trustee selects shall be in amounts of $1,000 or a whole multiple of
$1,000. Provisions of this Indenture that apply to Securities called for
redemption also apply to portions of Securities called for redemption. The
Trustee shall notify the Company promptly of the Securities or portions of
Securities to be redeemed. If any Security selected for partial redemption is
converted in part before termination of the conversion right with respect to the
portion of the Security so selected, the converted portion of such Security
shall be deemed to be the portion selected for redemption. Securities which have
been converted during the selection of Securities to be redeemed shall be
treated by the Trustee as outstanding for the purpose of such selection.

              Section 3.04. Notice of Redemption. At least 20 days but not more
than 60 days before an Optional Redemption Date, the Company shall mail or
deliver a notice of redemption to each Holder of Securities to be redeemed at
such Holder's registered address.

              The notice shall identify the Securities (including CUSIP numbers)
to be redeemed and shall state:

              (1)   the Optional Redemption Date;

              (2)   the Optional Redemption Price;

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

              (4)   the then-current Conversion Price and Floor Price;

                                       25

<PAGE>
              (5)   that Securities called for redemption must be surrendered to
       the Paying Agent to collect the Optional Redemption Price;

              (6)   if fewer than all the outstanding Securities are to be
       redeemed, the identification and principal amounts of the particular
       Securities to be redeemed;

              (7)   that, unless the Company defaults in making such redemption
       payment or the Paying Agent is prohibited from making such payment
       pursuant to the terms of this Indenture, interest on Securities (or
       portion thereof) called for redemption ceases to accrue on and after the
       Optional Redemption Date;

              (8)   that Holders who wish to convert Securities must surrender
       such Securities for conversion no later than the close of business on the
       Business Day immediately preceding the Optional Redemption Date and must
       satisfy the other requirements in Article 5 hereof and paragraph 8 of the
       Securities; and

              (9)   that no representation is made as to the correctness or
       accuracy of the CUSIP number, if any, listed in such notice or printed on
       the Securities.

If any of the Securities to be redeemed is in the form of a Global Security,
then the Company shall modify such notice to the extent necessary, to accord
with the Applicable Procedures of the Depositary applicable to redemptions.

              At the Company's request, upon at least five (5) days' prior
notice to the Trustee, the Trustee shall give the notice of redemption in the
Company's name and at the Company's expense. In such event, the Company shall
provide the Trustee with the information required by this Section.

              Section 3.05. Effect of Notice of Redemption. Once notice of
redemption is mailed, Securities called for redemption become due and payable on
the Optional Redemption Date and at the Optional Redemption Price stated in the
notice, except for Securities that are converted in accordance with the
provisions of Article 5. Upon surrender to the Paying Agent, such Securities
shall be paid at the Optional Redemption Price stated in the notice, plus
accrued interest to the Optional Redemption Date (subject to the right of
Holders of record on the relevant record date to receive interest due on the
relevant interest payment date) and such Securities will be delivered to the
Trustee for cancellation. Failure to give notice or any defect in the notice to
any Holder shall not affect the validity of the notice to any other Holder.

              Section 3.06. Deposit of Redemption Price. Prior to the Optional
Redemption Date, the Company shall deposit with the Paying Agent (or, if the
Company or a Subsidiary is the Paying Agent, shall segregate and hold in trust)
money sufficient to

                                       26

<PAGE>
pay the Optional Redemption Price of and accrued interest (subject to the right
of Holders of record on the relevant record date to receive interest due on the
relevant interest payment date) on all Securities to be redeemed on that date
other than Securities or portions of Securities called for redemption which have
been delivered by the Company to the Trustee for cancellation or conversion. The
Paying Agent shall return to the Company any money not required for that purpose
because of the conversion of the Securities pursuant to Article 5.

              Section 3.07. Securities Redeemed in Part. Upon surrender of a
Security that is redeemed in part, the Company shall execute and the Trustee
shall authenticate for the Holder (at the Company's expense) a new Security
equal in principal amount to the unredeemed portion of the Security surrendered.

                                   ARTICLE 4

                                   COVENANTS

              Section 4.01. Payment of Securities. The Company shall promptly
pay the principal of and interest on the Securities on the dates and in the
manner provided in the Securities and in this Indenture. Principal and interest
shall be considered paid on the date due if on such date the Trustee or the
Paying Agent holds in accordance with this Indenture money or shares of Common
Stock, as applicable, for payment of the principal of the Securities provided in
the form of Security attached hereto as Exhibit A and this Indenture sufficient
to pay all principal and money sufficient to pay all interest then due and the
Trustee or the Paying Agent, as the case may be, is not prohibited from paying
such money or shares of Common Stock to the Securityholders on that date
pursuant to the terms of this Indenture.

              The Company shall pay interest on overdue principal at the rate
specified therefor in the Securities, and it shall pay interest on overdue
installments of interest at the rate provided in paragraph 1 of the Security to
the extent lawful. The conversion of any Securities pursuant to Article 5
hereof, together with the making of any cash payments or payments in Common
Stock required to be made in accordance with the terms of the Securities and
this Indenture, shall satisfy the Company's obligations under this Section 4.01
with respect to such Securities.

              Section 4.02. SEC Reports. Whether or not subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, the Company will file
with the SEC and provide the Trustee with such annual reports and such
information, documents and other reports as are specified in Sections 13 and
15(d) of the Exchange Act and applicable to a U.S. corporation subject to such
Sections, at the times specified for such

                                       27

<PAGE>
filings under such Sections. The Company also shall comply with the other
provisions of TIA Section 314(a) as may be required under the provisions of
the TIA. Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely on an Officer's Certificate).

              Section 4.03. Compliance Certificates. The Company shall deliver
to the Trustee within 120 days after the end of each fiscal year of the Company
certificates of the principal executive officer, the principal financial officer
or the principal accounting officer of the Company stating whether or not the
signer knows of any Default that occurred during such Period. If such signer
does, the certificate shall describe the Default, its status and what action the
Company is taking or proposes to take with respect thereto. The Company also
shall comply with TIA Section 314(a)(4).

              Section 4.04. Further Instruments and Acts. Upon request of the
Trustee, the Company will execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purposes of this Indenture.

              Section 4.05. Maintenance of Corporate Existence. Except as
otherwise permitted by this Indenture, the Company will do or cause to be done
all things necessary to preserve and keep in full force and effect its corporate
existence.

              Section 4.06. Payment of Additional Interest. If Additional
Interest is payable by the Company pursuant to the Registration Rights
Agreement, the Company shall deliver to the Trustee a certificate to that effect
stating (i) the amount of such Additional Interest that is payable and (ii) the
date on which such Additional Interest is payable. Unless and until a Trust
Officer of the Trustee receives such a certificate, the Trustee may assume
without inquiry that no such Additional Interest is payable. If the Company has
paid Additional Interest directly to the Persons entitled to it, the Company
shall deliver to the Trustee a certificate setting forth the particulars of such
payment.

              Section 4.07. Purchase of Securities at Option of the Holder upon
Change in Control. (a) If at any time that Securities remain outstanding there
shall occur a Change in Control, Securities shall be purchased by the Company at
the option of the Holders thereof as of the date that is no less than 30 days
and no more than 60 days from the date such notice is mailed or delivered as
required by subsection (b) of this Section 4.07 (the "Change in Control Purchase
Date") at a purchase price in cash equal to the principal amount of the
Securities, plus accrued and unpaid interest to, but excluding, the Change in
Control Purchase Date (the "Change in Control Purchase Price"), subject to

                                       28

<PAGE>
satisfaction by or on behalf of any Holder of the requirements set forth in
subsection (c) of this Section 4.07.

              A "Change in Control" shall be deemed to have occurred if any of
the following occurs after the date hereof:

              (1)   any "person" or "group" is or becomes the "beneficial owner"
       (each as defined below), directly or indirectly, of shares of Voting
       Stock of the Company representing 50% or more of the total voting power
       of all outstanding classes of Voting Stock of the Company or such person
       or group has the power, directly or indirectly, to elect a majority of
       the members of the Board of Directors of the Company; or

              (2)   the Company consolidates with, or merges with or into,
       another Person or the Company sells, assigns, conveys, transfers, leases
       or otherwise disposes of all or substantially all of its assets, or any
       Person consolidates with, or merges with or into, the Company, in any
       such event other than pursuant to a transaction in which the Persons that
       "beneficially owned" (as defined below), directly or indirectly, shares
       of Voting Stock of the Company immediately prior to such transaction
       "beneficially own" (as defined below), directly or indirectly, shares of
       Voting Stock representing at least a majority of the total voting power
       of all outstanding classes of Voting Stock of the surviving or transferee
       Person; or

              (3)   the adoption of a plan relating to the liquidation or
       dissolution of the Company.

              For the purpose of the definition of "Change in Control", (i)
"person" and "group" have the meanings given to them for purposes of Section
13(d) and 14(d) of the Exchange Act or any successor provisions, and the term
"group" includes any group acting for the purpose of acquiring, holding or
disposing of securities within the meaning of Rule 13d-5(b)(1) under the
Exchange Act (or any successor provision thereto), (ii) a "beneficial owner"
shall be determined in accordance with Rule 13d-3 under the Exchange Act, as in
effect on the date of this Indenture, except that the number of shares of Voting
Stock of the Company shall be deemed to include, in addition to all outstanding
shares of Voting Stock of the Company and Unissued Shares (as defined below)
deemed to be held by the "person" or "group" (as such terms are defined above)
or other Person with respect to which the Change in Control determination is
being made, all Unissued Shares deemed to be held by all other Persons, (iii)
"beneficially owned" has a meaning correlative to that of beneficial owner and
(iv) "Unissued Shares" means shares of Voting Stock of the Company not
outstanding that are subject to options, warrants, rights to purchase or
conversion privileges exercisable within 60 days of the date of determination of
a Change in Control.

                                       29

<PAGE>
              Notwithstanding anything to the contrary set forth in this Section
4.07, a Change in Control will not be deemed to have occurred if either:

              (1)   the Closing Price of the Company's Common Stock for any five
       Trading Days during the ten Trading Days immediately preceding the Change
       in Control is at least equal to 105% of the Conversion Price in effect on
       such Trading Day; or

              (2)   in the case of a merger or consolidation, at least 75% of
       the consideration excluding cash payments for fractional shares in the
       merger or consolidation constituting the Change in Control consists of
       common stock traded on a United States national securities exchange or
       quoted on The Nasdaq National Market (or which will be so traded or
       quoted when issued or exchanged in connection with such Change in
       Control) and as a result of such transaction or transactions the
       Securities become convertible into such common stock.

              (b)   Within 10 Business Days after the occurrence of a Change in
Control, the Company shall mail a written notice of the Change in Control to the
Trustee (and the Paying Agent if the Trustee is not then acting as Paying Agent)
and to each Holder (and to beneficial owners as required by applicable law). The
notice shall include the form of a Change in Control Purchase Notice (as defined
below) to be completed by the Holder and shall state:

              (1)   the date of such Change in Control and, briefly, the events
       causing such Change in Control;

              (2)   the date by which the Change in Control Purchase Notice
       pursuant to this Section 4.07 must be given;

              (3)   the Change in Control Purchase Date;

              (4)   the Change in Control Purchase Price;

              (5)   the name and address of each Paying Agent and Conversion
       Agent;

              (6)   the then-current Conversion Price and Floor Price;

              (7)   that Securities as to which a Change in Control Purchase
       Notice has been given may be converted into Common Stock pursuant to
       Article 5 of this Indenture only to the extent that the Change in Control
       Purchase Notice has been withdrawn in accordance with the terms of this
       Indenture;

              (8)   the procedures that the Holder must follow to exercise
       rights under this Section 4.07;

                                       30

<PAGE>
              (9)   the procedures for withdrawing a Change in Control Purchase
       Notice, including a form of notice of withdrawal; and

              (10)  that the Holder must satisfy the requirements set forth in
       the Securities in order to convert the Securities.

              If any of the Securities is in the form of a Global Security, then
the Company shall modify such notice to the extent necessary to accord with the
procedures of the Depositary applicable to the repurchase of Global Securities.

              (c)   A Holder may exercise its rights specified in subsection (a)
of this Section 4.07 upon delivery of a written notice (which shall be in
substantially the form included in Exhibit A hereto and which may be delivered
by letter, overnight courier, hand delivery, facsimile transmission or in any
other written form and, in the case of Global Securities, may be delivered
electronically or by other means in accordance with the Depositary's customary
procedures) of the exercise of such rights (a "Change in Control Purchase
Notice") to any Paying Agent at any time prior to the close of business on the
Business Day next preceding the Change in Control Purchase Date.

              The delivery of such Security to any Paying Agent (together with
all necessary endorsements) at the office of such Paying Agent shall be a
condition to the receipt by the Holder of the Change in Control Purchase Price
therefor.

              The Company shall purchase from the Holder thereof, pursuant to
this Section 4.07, the portion of a Security specified in the Change in Control
Purchase Notice if the principal amount of such portion is $1,000 or an integral
multiple of $1,000. Provisions of the Indenture that apply to the purchase of
all of a Security pursuant to Sections 4.07 through 4.12 also apply to the
purchase of such portion of such Security.

              Notwithstanding anything herein to the contrary, any Holder
delivering to a Paying Agent the Change in Control Purchase Notice contemplated
by this subsection (c) shall have the right to withdraw such Change in Control
Purchase Notice in whole or in a portion thereof that is a principal amount of
$1,000 or in an integral multiple thereof at any time prior to the close of
business on the Business Day next preceding the Change in Control Purchase Date
by delivery of a written notice of withdrawal to the Paying Agent in accordance
with Section 4.08.

              A Paying Agent shall promptly notify the Company of the receipt by
it of any Change in Control Purchase Notice or written withdrawal thereof.

              Anything herein to the contrary notwithstanding, in the case of
Global Securities, any Change in Control Purchase Notice may be delivered or
withdrawn and

                                       31

<PAGE>
such Securities may be surrendered or delivered for purchase in accordance with
the Applicable Procedures as in effect from time to time.

              Section 4.08. Effect of Change in Control Purchase Notice. Upon
receipt by any Paying Agent of the Change in Control Purchase Notice specified
in Section 4.07(c), the Holder of the Security in respect of which such Change
in Control Purchase Notice was given shall (unless such Change in Control
Purchase Notice is withdrawn as specified below) thereafter be entitled to
receive the Change in Control Purchase Price with respect to such Security. Such
Change in Control Purchase Price shall be paid to such Holder promptly following
the later of (a) the Change in Control Purchase Date with respect to such
Security (provided the conditions in Section 4.07(c) have been satisfied) and
(b) the time of delivery of such Security to a Paying Agent by the Holder
thereof in the manner required by Section 4.07(c). Securities in respect of
which a Change in Control Purchase Notice has been given by the Holder thereof
may not be converted into shares of Common Stock on or after the date of the
delivery of such Change in Control Purchase Notice unless such Change in Control
Purchase Notice has first been validly withdrawn.

              A Change in Control Purchase Notice may be withdrawn by means of a
written notice (which may be delivered by letter, overnight courier, hand
delivery, facsimile transmission or in any other written form and, in the case
of Global Securities, may be delivered electronically or by other means in
accordance with the Depositary's customary procedures) of withdrawal delivered
by the Holder to a Paying Agent at any time prior to the close of business on
the Business Day immediately preceding the Change in Control Purchase Date,
specifying the principal amount of the Security or portion thereof (which must
be a principal amount of $1,000 or an integral multiple of $1,000 in excess
thereof) with respect to which such notice of withdrawal is being submitted.

              Section 4.09. Deposit of Change in Control Purchase Price. On or
before 11:00 a.m. New York City time on the Change in Control Purchase Date, the
Company shall deposit with the Trustee or with a Paying Agent (other than the
Company or an Affiliate of the Company) an amount of money (in immediately
available funds if deposited on such Business Day) sufficient to pay the
aggregate Change in Control Purchase Price of all the Securities or portions
thereof that are to be purchased as of such Change in Control Purchase Date. The
manner in which the deposit required by this Section 4.09 is made by the Company
shall be at the option of the Company, provided that such deposit shall be made
in a manner such that the Trustee or a Paying Agent shall have immediately
available funds on the Change in Control Purchase Date.

              If a Paying Agent holds, in accordance with the terms hereof,
money sufficient to pay the Change in Control Purchase Price of any Security for
which a

                                       32

<PAGE>
Change in Control Purchase Notice has been tendered and not withdrawn in
accordance with this Indenture then, on the Change in Control Purchase Date,
such Security will cease to be outstanding and the rights of the Holder in
respect thereof shall terminate (other than the right to receive the Change in
Control Purchase Price as aforesaid). The Company shall publicly announce the
principal amount of Securities purchased as a result of such Change in Control
on or as soon as practicable after the Change in Control Purchase Date.

              Section 4.10. Securities Purchased in Part. Any Security that is
to be purchased only in part shall be surrendered at the office of a Paying
Agent and promptly after the Change in Control Purchase Date the Company shall
execute and the Trustee shall authenticate and deliver to the Holder of such
Security, without service charge, a new Security or Securities, of such
authorized denomination or denominations as may be requested by such Holder, in
aggregate principal amount equal to, and in exchange for, the portion of the
principal amount of the Security so surrendered that is not purchased.

              Section 4.11. Compliance with Securities Laws upon Purchase of
Securities. In connection with any offer to purchase or purchase of Securities
under Section 4.07, the Company shall (a) comply with Rule 13e-4 and Rule 14e-1
(or any successor to either such Rule), if applicable, under the Exchange Act,
(b) file the related Schedule TO (or any successor or similar schedule, form or
report) if required under the Exchange Act, and (c) otherwise comply with all
federal and state securities laws in connection with such offer to purchase or
purchase of Securities, all so as to permit the rights of the Holders and
obligations of the Company under Sections 4.07 through 4.10 to be exercised in
the time and in the manner specified therein.

              Section 4.12. Repayment to the Company. To the extent that the
aggregate amount of cash deposited by the Company pursuant to Section 4.09
exceeds the aggregate Change in Control Purchase Price together with interest,
if any, thereon of the Securities or portions thereof that the Company is
obligated to purchase, then promptly after the Change in Control Purchase Date
the Trustee or a Paying Agent, as the case may be, shall return any such excess
cash (including any interest thereon) to the Company.

                                   ARTICLE 5

                                   CONVERSION

              Section 5.01. Conversion Privilege. Subject to the further
provisions of this Article 5, a Holder of a Security may, at the Holder's
option, convert the principal amount of such Security (or any portion thereof
equal to $1,000 or any integral multiple of $1,000 in excess thereof) into
Common Stock at any time after 60 days from November

                                       33

<PAGE>
12, 2002 and prior to the close of business on the Business Day immediately
proceeding the Maturity Date, at the Applicable Conversion Price as of the
related Conversion Date; provided, however, that, if such Security is called for
redemption pursuant to Article 3 or submitted or presented for purchase pursuant
to Article 4, such conversion right shall terminate at the close of business on
the Business Day immediately preceding the Optional Redemption Date or Change in
Control Purchase Date, as the case may be, for such Security or such earlier
date as the Holder presents such Security for redemption or for purchase (unless
the Company shall default in making the Optional Redemption Price payment or
Change in Control Purchase Price payment when due, in which case the conversion
right shall terminate at the close of business on the date such default is cured
and such Security is redeemed or purchased, as the case may be). The number of
shares of Common Stock issuable upon conversion of a Security shall be
determined by dividing the principal amount of the Security or portion thereof
surrendered for conversion by the Applicable Conversion Price as of the related
Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the
Securities and is subject to adjustment as provided in this Article 5.

              Provisions of this Indenture that apply to conversion of all of a
Security also apply to conversion of a portion of a Security.

              A Security in respect of which a Holder has delivered a Change in
Control Purchase Notice pursuant to Section 4.07(c) exercising the option of
such Holder to require the Company to purchase such Security may be converted
only if such Change in Control Purchase Notice is withdrawn by a written notice
of withdrawal delivered to a Paying Agent prior to the close of business on the
Business Day immediately preceding the Change in Control Purchase Date in
accordance with Section 4.08.

              A Holder of Securities is not entitled to any rights of a holder
of Common Stock until such Holder has converted its Securities into Common
Stock, and only to the extent such Securities are deemed to have been converted
into Common Stock pursuant to this Article 5.

              Section 5.02. Conversion Procedure. To convert a Security, a
Holder must (a) complete and manually sign the conversion notice on the back of
the Security and deliver such notice to a Conversion Agent, (b) surrender the
Security to a Conversion Agent, (c) furnish appropriate endorsements and
transfer documents if required by a Registrar or a Conversion Agent, and (d) pay
any transfer or similar tax, if required. The date on which the Holder satisfies
all of those requirements is the "Conversion Date." As soon as practicable after
the Conversion Date, the Company shall deliver to the Holder through a
Conversion Agent a certificate for the number of whole shares of Common Stock
issuable upon the conversion and cash in lieu of any fractional shares pursuant
to Section 5.03. Anything herein to the contrary notwithstanding, in the case of

                                       34

<PAGE>
Global Securities, conversion notices may be delivered and such Securities may
be surrendered for conversion in accordance with the Applicable Procedures as in
effect from time to time.

              The person in whose name the Common Stock certificate is
registered shall be deemed to be a stockholder of record on the Conversion Date;
provided, however, that no surrender of a Security on any date when the stock
transfer books of the Company shall be closed shall be effective to constitute
the person or persons entitled to receive the shares of Common Stock upon such
conversion as the record holder or holders of such shares of Common Stock on
such date, but such surrender shall be effective to constitute the person or
persons entitled to receive such shares of Common Stock as the record holder or
holders thereof for all purposes at the close of business on the next succeeding
day on which such stock transfer books are open; provided further, however, that
such conversion shall be at the Applicable Conversion Price as of the Conversion
Date as if the stock transfer books of the Company had not been closed. Upon
conversion of a Security, such person shall no longer be a Holder of such
Security. No payment or adjustment will be made for dividends or distributions
on shares of Common Stock issued upon conversion of a Security.

              Securities so surrendered for conversion (in whole or in part)
during the period from the close of business on any regular record date to the
opening of business on the next succeeding interest payment date (excluding
Securities or portions thereof which are either (i) called for redemption or
(ii) subject to purchase following a Change in Control, in either case, on a
date during the period beginning at the close of business on a regular record
date and ending at the opening of business on the first Business Day after the
next succeeding interest payment date, or if such interest payment date is not a
Business Day, the second such Business Day) shall also be accompanied by payment
in funds acceptable to the Company in an amount equal to the interest payable on
such interest payment date on the principal amount of such Security then being
converted, and such interest shall be payable to such registered Holder
notwithstanding the conversion of such Security, subject to the provisions of
this Indenture relating to the payment of defaulted interest by the Company.
Except as otherwise provided in this Section 5.02, no payment or adjustment will
be made for accrued interest on a converted Security. If the Company defaults in
the payment of interest payable on such interest payment date, the Company shall
promptly repay such funds to such Holder.

              Nothing in this Section shall affect the right of a Holder in
whose name any Security is registered at the close of business on a record date
to receive the interest payable on such Security on the related interest payment
date in accordance with the terms of this Indenture and the Securities. If a
Holder converts more than one Security at the same time, the number of shares of
Common Stock issuable upon the conversion shall be based on the aggregate
principal amount of Securities converted.

                                       35

<PAGE>
              Upon surrender of a Security that is converted in part, the
Company shall execute, and the Trustee shall authenticate and deliver to the
Holder, a new Security equal in principal amount to the unconverted portion of
the Security surrendered.

              Section 5.03. Fractional Shares. The Company will not issue
fractional shares of Common Stock upon conversion of Securities or payment of
the principal in shares of Common Stock. In lieu thereof, the Company will pay
an amount in cash based upon the Closing Price of the Common Stock on the
Trading Day immediately prior to the Conversion Date or the Maturity Date or the
date payment of principal in shares of Common Stock is otherwise due, as the
case may be.

              Section 5.04. Taxes on Conversion. If a Holder converts a
Security, the Company shall pay any documentary, stamp or similar issue or
transfer tax due on the issue of shares of Common Stock upon such conversion.
However, the Holder shall pay any such tax which is due because the Holder
requests the shares to be issued in a name other than the Holder's name. The
Conversion Agent may refuse to deliver the certificate representing the Common
Stock being issued in a name other than the Holder's name until the Conversion
Agent receives a sum sufficient to pay any tax which will be due because the
shares are to be issued in a name other than the Holder's name. Nothing herein
shall preclude any tax withholding required by law or regulation.

              Section 5.05. Company to Provide Stock. The Company shall, prior
to issuance of any Securities hereunder, and from time to time as may be
necessary, reserve, out of its authorized but unissued Common Stock, a
sufficient number of shares of Common Stock to permit the conversion of all
outstanding Securities into shares of Common Stock.

              All shares of Common Stock delivered upon conversion of the
Securities shall be newly issued shares, shall be duly authorized, validly
issued, fully paid and nonassessable and shall be free from preemptive rights
and free of any lien or adverse claim.

              The Company will endeavor promptly to comply with all federal and
state securities laws regulating the offer and delivery of shares of Common
Stock upon conversion of Securities, if any, and will list or cause to have
quoted such shares of Common Stock on each national securities exchange or on
The Nasdaq National Market or other over-the-counter market or such other market
on which the Common Stock is then listed or quoted; provided, however, that if
rules of such automated quotation system or exchange permit the Company to defer
the listing of such Common Stock until the first conversion of the Securities
into Common Stock in accordance with the provisions of this Indenture, the
Company covenants to list such Common Stock issuable upon conversion

                                       36

<PAGE>
of the Securities in accordance with the requirements of such automated
quotation system or exchange at such time.

              Section 5.06. Adjustment of Conversion Price. The conversion price
as stated in paragraph 8 of the Securities (the "Conversion Price") shall be
adjusted from time to time by the Company as follows:

              (a)   In case the Company shall (i) pay a dividend on its Common
Stock in shares of Common Stock, (ii) make a distribution on its Common Stock in
shares of Common Stock, (iii) subdivide its outstanding Common Stock into a
greater number of shares, or (iv) combine its outstanding Common Stock into a
smaller number of shares, the Conversion Price in effect immediately prior
thereto shall be adjusted so that the Holder of any Security thereafter
surrendered for conversion shall be entitled to receive that number of shares of
Common Stock which it would have owned had such Security been converted
immediately prior to the happening of such event. An adjustment made pursuant to
this subsection (a) shall become effective immediately after the record date in
the case of a dividend or distribution and shall become effective immediately
after the effective date in the case of subdivision or combination.

              (b)   In case the Company shall issue rights or warrants to all or
substantially all holders of its Common Stock entitling them (for a period
commencing no earlier than the record date described below and expiring not more
than 60 days after such record date) to subscribe for or purchase shares of
Common Stock (or securities convertible into Common Stock) at a price per share
(or having a conversion price per share) less than the Current Market Price Per
Share (as defined below) of Common Stock on the record date for the
determination of stockholders entitled to receive such rights or warrants, the
Conversion Price in effect immediately prior thereto shall be adjusted so that
the same shall equal the price determined by multiplying the Conversion Price in
effect immediately prior to such record date by a fraction of which (x) the
numerator shall be the number of shares of Common Stock outstanding on such
record date plus the number of shares which the aggregate offering price of the
total number of shares of Common Stock so offered (or the aggregate conversion
price of the convertible securities so offered, which shall be determined by
multiplying the number of shares of Common Stock issuable upon conversion of
such convertible securities by the conversion price per share of Common Stock
pursuant to the terms of such convertible securities) would purchase at the
Current Market Price Per Share of Common Stock on such record date, and of which
(y) the denominator shall be the number of shares of Common Stock outstanding on
such record date plus the number of additional shares of Common Stock offered
(or into which the convertible securities so offered are convertible). Such
adjustment shall be made successively whenever any such rights or warrants are
issued, and shall become effective immediately after such record date. If at the
end of the period during which such rights or warrants are exercisable not all
rights or warrants shall have

                                       37

<PAGE>
been exercised, the adjusted Conversion Price shall be immediately readjusted to
what it would have been based upon the number of additional shares of Common
Stock actually issued (or the number of shares of Common Stock issuable upon
conversion of convertible securities actually issued).

              (c)   In case the Company shall distribute to all or substantially
all holders of its Common Stock any shares of capital stock of the Company
(other than Common Stock), evidences of indebtedness or other non-cash assets
(including securities of any person other than the Company but excluding (1)
dividends or distributions paid in cash or (2) dividends or distributions
referred to in subsection (a) of this Section 5.06), or shall distribute to all
or substantially all holders of its Common Stock rights or warrants to subscribe
for or purchase any of its securities (excluding those rights and warrants
referred to in subsection (b) of this Section 5.06 and also excluding the
distribution of rights to all holders of Common Stock pursuant to the adoption
of a stockholders rights plan or the detachment of such rights under the terms
of such stockholder rights plan), then in each such case the Conversion Price
shall be adjusted so that the same shall equal the price determined by
multiplying the current Conversion Price by a fraction of which the numerator
shall be the Current Market Price Per Share of the Common Stock on the record
date mentioned below less the fair market value on such record date (as
reasonably determined in good faith by the Board of Directors of the Company,
whose determination shall be conclusive evidence of such fair market value and
which shall be evidenced by an Officer's Certificate delivered to the Trustee)
of the portion of the capital stock, evidences of indebtedness or other non-cash
assets so distributed or of such rights or warrants applicable to one share of
Common Stock (determined on the basis of the number of shares of Common Stock
outstanding on the record date), and of which the denominator shall be the
Current Market Price Per Share of the Common Stock on such record date. Such
adjustment shall be made successively whenever any such distribution is made and
shall become effective immediately after the record date for the determination
of shareholders entitled to receive such distribution.

              (d)   In case the Company shall, by dividend or otherwise, at any
time distribute (a "Triggering Distribution") to all or substantially all
holders of its Common Stock cash in an aggregate amount that, together with the
aggregate amount of (i) any cash and the fair market value (as reasonably
determined in good faith by the Board of Directors of the Company, whose
determination shall be conclusive evidence thereof and which shall be evidenced
by an Officer's Certificate delivered to the Trustee) of any other consideration
payable in respect of any tender offer by the Company or a Subsidiary of the
Company for Common Stock consummated within the 12 months preceding the date of
payment of the Triggering Distribution and in respect of which no Conversion
Price adjustment pursuant to this Section 5.06 has been made and (ii) all other
cash distributions to all or substantially all holders of its Common Stock made
within the 12 months preceding the date of payment of the Triggering
Distribution and in respect of

                                       38

<PAGE>
which no Conversion Price adjustment pursuant to this Section 5.06 has been
made, exceeds an amount equal to 10.0% of the product of the Current Market
Price Per Share of Common Stock on the Business Day (the "Determination Date")
immediately preceding the day on which such Triggering Distribution is declared
by the Company multiplied by the number of shares of Common Stock outstanding on
the Determination Date (excluding shares held in the treasury of the Company),
the Conversion Price shall be reduced so that the same shall equal the price
determined by multiplying such Conversion Price in effect immediately prior to
the Determination Date by a fraction of which the numerator shall be the Current
Market Price Per Share of the Common Stock on the Determination Date less the
sum of the aggregate amount of cash and the aggregate fair market value (as
reasonably determined in good faith by the Board of Directors of the Company,
whose determination shall be conclusive evidence of such fair market value and
which shall be evidenced by an Officer's Certificate delivered to the Trustee)
of any such other consideration so distributed, paid or payable within such 12
months (including, without limitation, the Triggering Distribution) applicable
to one share of Common Stock (determined on the basis of the number of shares of
Common Stock outstanding on the Determination Date) and the denominator shall be
such Current Market Price Per Share of the Common Stock on the Determination
Date, such reduction to become effective immediately prior to the opening of
business on the day following the date on which the Triggering Distribution is
paid.

              (e)   (1) In case any tender offer made by the Company for Common
Stock shall expire and such tender offer (as amended upon the expiration
thereof) shall involve the payment of aggregate consideration in an amount
(determined as the sum of the aggregate amount of cash consideration and the
aggregate fair market value (as reasonably determined in good faith by the Board
of Directors of the Company, whose determination shall be conclusive evidence
thereof and which shall be evidenced by an Officer's Certificate delivered to
the Trustee) of any other consideration) that, together with the aggregate
amount of (i) any cash and the fair market value (as reasonably determined in
good faith by the Board of Directors of the Company, whose determination shall
be conclusive evidence thereof and which shall be evidenced by an Officer's
Certificate delivered to the Trustee) of any other consideration payable in
respect of any other tender offers by the Company or any Subsidiary of the
Company for Common Stock consummated within the 12 months preceding the date of
the Expiration Date (as defined below) and in respect of which no Conversion
Price adjustment pursuant to this Section 5.06 has been made and (B) all cash
distributions to all or substantially all holders of its Common Stock made
within the 12 months preceding the Expiration Date and in respect of which no
Conversion Price adjustment pursuant to this Section 5.06 has been made, exceeds
an amount equal to 10.0% of the product of the Current Market Price Per Share of
Common Stock as of the last date (the "Expiration Date") tenders could have been
made pursuant to such tender offer (as it may be amended) (the last time at
which

                                       39

<PAGE>
such tenders could have been made on the Expiration Date is hereinafter
sometimes called the "Expiration Time") multiplied by the number of shares of
Common Stock outstanding (including tendered shares but excluding any shares
held in the treasury of the Company) at the Expiration Time, then, immediately
prior to the opening of business on the day after the Expiration Date, the
Conversion Price shall be reduced so that the same shall equal the price
determined by multiplying the Conversion Price in effect immediately prior to
the close of business on the Expiration Date by a fraction of which the
numerator shall be the product of the number of shares of Common Stock
outstanding (including tendered shares but excluding any shares held in the
treasury of the Company) at the Expiration Time multiplied by the Current Market
Price Per Share of the Common Stock on the Trading Day next succeeding the
Expiration Date and the denominator shall be the sum of (x) the aggregate
consideration (determined as aforesaid) payable to stockholders based on the
acceptance (up to any maximum specified in the terms of the tender offer) of all
shares validly tendered and not withdrawn as of the Expiration Time (the shares
deemed so accepted, up to any such maximum, being referred to as the "Purchased
Shares") and (y) the product of the number of shares of Common Stock outstanding
(less any Purchased Shares and excluding any shares held in the treasury of the
Company) at the Expiration Time and the Current Market Price Per Share of Common
Stock on the Trading Day next succeeding the Expiration Date, such reduction to
become effective immediately prior to the opening of business on the day
following the Expiration Date. In the event that the Company is obligated to
purchase shares pursuant to any such tender offer, but the Company is
permanently prevented by applicable law from effecting any or all such purchases
or any or all such purchases are rescinded, the Conversion Price shall again be
adjusted to be the Conversion Price which would have been in effect based upon
the number of shares actually purchased. If the application of this Section
5.06(e) to any tender offer would result in an increase in the Conversion Price,
no adjustment shall be made for such tender offer under this Section 5.06(e).

                    (2)    For purposes of Sections 5.06(d) and 5.06(e), the
term "tender offer" shall mean and include both tender offers and exchange
offers (within the meaning of U.S. Federal securities laws), all references to
"purchases" of shares in tender offers (and all similar references) shall mean
and include both the purchase of shares in tender offers and the acquisition of
shares pursuant to exchange offers, and all references to "tendered shares" (and
all similar references) shall mean and include shares tendered in both tender
offers and exchange offers.

              (f)   For the purpose of any computation under subsections (b),
(c), (d) and (e) of this Section 5.06, the current market price per share of
Common Stock (the "Current Market Price Per Share") on any date shall be deemed
to be the average of the daily Closing Prices for the 30 consecutive Trading
Days commencing 45 Trading Days before (i) the Determination Date or the
Expiration Date, as the case may be, with respect

                                       40

<PAGE>
to distributions or tender offers under subsection (d) or (e) of this Section
5.06 or (ii) the record date with respect to distributions, issuances or other
events requiring such computation under subsection (b) or (c) of this Section
5.06. The Closing Price for each day (the "Closing Price") shall be the last
reported sales price or, in case no such reported sale takes place on such date,
the average of the reported closing bid and asked prices in either case on The
New York Stock Exchange (the "NYSE") or The Nasdaq National Market (the "NNM"),
as applicable, or, if the Common Stock is not listed or admitted to trading on
the NYSE or the NNM, the principal national securities exchange or quotation
system on which the Common Stock is quoted or listed or admitted to trading or,
if not quoted or listed or admitted to trading on any national securities
exchange or quotation system, the closing sales price or, in case no reported
sale takes place, the average of the closing bid and asked prices, as furnished
by any two members of the National Association of Securities Dealers, Inc.
selected from time to time by the Company for that purpose. If no such prices
are available, the Current Market Price Per Share shall be the fair value of a
share of Common Stock (as reasonably determined in good faith by the Board of
Directors of the Company, whose determination shall be conclusive evidence of
such fair market value and which shall be evidenced by an Officer's Certificate
delivered to the Trustee).

              (g)   In any case in which this Section 5.06 shall require that an
adjustment be made following a record date or a Determination Date or Expiration
Date, as the case may be, established for purposes of this Section 5.06, the
Company may elect to defer (but only until five Business Days following the
filing by the Company with the Trustee of the certificate described in Section
5.09) issuing to the Holder of any Security converted after such record date or
Determination Date or Expiration Date the shares of Common Stock and other
capital stock of the Company issuable upon such conversion over and above the
shares of Common Stock and other capital stock of the Company issuable upon such
conversion only on the basis of the Conversion Price prior to adjustment; and,
in lieu of the shares the issuance of which is so deferred, the Company shall
issue or cause its transfer agent to issue due bills or other appropriate
evidence prepared by the Company of the right to receive such shares. If any
distribution in respect of which an adjustment to the Conversion Price is
required to be made as of the record date or Determination Date or Expiration
Date therefor is not thereafter made or paid by the Company for any reason, the
Conversion Price shall be readjusted to the Conversion Price which would then be
in effect if such record date had not been fixed or such effective date or
Determination Date or Expiration Date had not occurred.

              Section 5.07. No Adjustment. No adjustment in the Conversion Price
shall be required unless the adjustment would require an increase or decrease of
at least 1% in the Conversion Price as last adjusted; provided, however, that
any adjustments which by reason of this Section 5.07 are not required to be made
shall be carried forward and taken

                                       41

<PAGE>
into account in any subsequent adjustment. All calculations under this Article 5
shall be made to the nearest cent or to the nearest one-hundredth of a share, as
the case may be.

              No adjustment need be made for issuances of Common Stock pursuant
to a Company plan for reinvestment of dividends or interest or for a change in
the par value or a change to no par value of the Common Stock.

              To the extent that the Securities become convertible into the
right to receive cash, no adjustment need be made thereafter as to the cash.
Interest will not accrue on the cash.

              Section 5.08. Adjustment for Tax Purposes. The Company shall be
entitled to make such reductions in the Conversion Price, in addition to those
required by Section 5.06, as it in its discretion shall determine to be
advisable in order that any stock dividends, subdivisions of shares,
distributions of rights to purchase stock or securities or distributions of
securities convertible into or exchangeable for stock hereafter made by the
Company to its stockholders shall not be taxable.

              Section 5.09. Notice of Adjustment. Whenever the Conversion Price
or conversion privilege is adjusted, the Company shall promptly mail to
Securityholders a notice of the adjustment and file with the Trustee an
Officer's Certificate briefly stating the facts requiring the adjustment and the
manner of computing it. Unless and until the Trustee shall receive an Officer's
Certificate setting forth an adjustment of the Conversion Price, the Trustee may
assume without inquiry that the Conversion Price has not been adjusted and that
the last Conversion Price of which it has knowledge remains in effect.

              Section 5.10. Notice of Certain Transactions. In the event that:

              (1)   the Company takes any action which would require an
       adjustment in the Conversion Price;

              (2)   the Company consolidates or merges with or into, or
       transfers all or substantially all of its property and assets to, another
       corporation or another corporation merges into the Company and, in each
       such case, stockholders of the Company must approve the transaction; or

              (3)   there is a dissolution or liquidation of the Company;

the Company shall mail to Holders and file with the Trustee a notice stating the
proposed record or effective date, as the case may be. The Company shall mail
the notice at least ten days before such date. Failure to mail such notice or
any defect therein shall not

                                       42

<PAGE>
affect the validity of any transaction referred to in clause (1), (2) or (3) of
this Section 5.10.

              Section 5.11. Effect of Reclassification, Consolidation, Merger or
Sale on Conversion Privilege. If any of the following shall occur, namely: (a)
any reclassification or change of shares of Common Stock issuable upon
conversion of the Securities (other than a change in par value, or from par
value to no par value, or from no par value to par value, or as a result of a
subdivision or combination, or any other change for which an adjustment is
provided in Section 5.06); (b) any consolidation or merger or combination to
which the Company is a party other than a merger in which the Company is the
continuing corporation and which does not result in any reclassification of, or
change (other than in par value, or from par value to no par value, or from no
par value to par value, or as a result of a subdivision or combination) in,
outstanding shares of Common Stock; or (c) any sale, conveyance, transfer or
lease of all or substantially all of the property and assets of the Company,
directly or indirectly, to any Person, then the Company, or such successor,
purchasing, transferee or leasing Person, as the case may be, shall, as a
condition precedent to such reclassification, change, combination,
consolidation, merger, sale, conveyance, transfer or lease, execute and deliver
to the Trustee a supplemental indenture providing that the Holder of each
Security then outstanding shall have the right to convert such Security into the
kind and amount of shares of stock and other securities and property (including
cash) receivable upon such reclassification, change, combination, consolidation,
merger, sale, conveyance, transfer or lease, by a holder of the number of shares
of Common Stock deliverable upon conversion of such Security immediately prior
to such reclassification, change, combination, consolidation, merger, sale,
conveyance, transfer or lease. Such supplemental indenture shall provide for
adjustments of the Conversion Price which shall be as nearly equivalent as may
be practicable to the adjustments of the Conversion Price provided for in this
Article 5. If, in the case of any such consolidation, merger, combination, sale,
conveyance, transfer or lease, the stock or other securities and property
(including cash) receivable thereupon by a holder of Common Stock include shares
of stock or other securities and property of a Person other than the successor,
purchasing, transferee or leasing Person, as the case may be, in such
consolidation, merger, combination, sale, conveyance, transfer or lease, then
such supplemental indenture shall also be executed by such other Person and
shall contain such additional provisions to protect the interests of the Holders
of the Securities as the Board of Directors of the Company shall reasonably
consider necessary by reason of the foregoing. The provisions of this Section
5.11 shall similarly apply to successive reclassifications, changes,
combinations, consolidations, mergers, sales, conveyances, transfers or leases.

              In the event the Company shall execute a supplemental indenture
pursuant to this Section 5.11, the Company shall promptly file with the Trustee
(x) an Officer's Certificate briefly stating the reasons therefor, the kind or
amount of shares of stock or

                                       43

<PAGE>
other securities or property (including cash) receivable by Holders of the
Securities upon the conversion of their Securities after any such
reclassification, change, combination, consolidation, merger, sale, conveyance,
transfer or lease, any adjustment to be made with respect thereto and that all
conditions precedent have been complied with and (y) an Opinion of Counsel that
all conditions precedent have been complied with, and shall promptly mail notice
thereof to all Holders.

              Section 5.12. Trustee's Disclaimer. The Trustee shall have no duty
to determine when an adjustment under this Article 5 should be made, how it
should be made or what such adjustment should be, but may accept as conclusive
evidence of that fact or the correctness of any such adjustment, and shall be
protected in relying upon, an Officer's Certificate including the Officer's
Certificate with respect thereto which the Company is obligated to file with the
Trustee pursuant to Section 5.09. The Trustee makes no representation as to the
validity or value of any securities or assets issued upon conversion of
Securities, and the Trustee shall not be responsible for the Company's failure
to comply with any provisions of this Article 5.

              The Trustee shall not be under any responsibility to determine the
correctness of any provisions contained in any supplemental indenture executed
pursuant to Section 5.11, but may accept as conclusive evidence of the
correctness thereof, and shall be fully protected in relying upon, the Officer's
Certificate with respect thereto which the Company is obligated to file with the
Trustee pursuant to Section 5.11.

              Section 5.13. Voluntary Reduction. The Company from time to time
may voluntarily reduce the Conversion Price by any amount for any period of time
if the period is at least 20 days and if the reduction is irrevocable during the
period if the Board of Directors of the Company determines that such reduction
would be in the best interest of the Company, and the Company provides 15 days'
prior notice of any voluntary reduction in the Conversion Price; provided,
however, that in no event may the Company reduce the Conversion Price to be less
than the par value of a share of Common Stock.

                                   ARTICLE 6

                              SUCCESSOR COMPANIES

              Section 6.01. When the Company May Merge or Transfer Assets. The
Company shall not consolidate, combine with or merge with or into any other
Person, in a transaction in which the Company is not the surviving corporation,
or sell, convey, transfer or lease all or substantially all of its properties
and assets to any Person, unless:

                                       44

<PAGE>
              (1)   the successor, purchasing, transferee or leasing Person, if
       any, is a corporation, limited liability company, partnership, trust or
       other entity organized and existing under the laws of the United States,
       any State thereof or the District of Columbia (the "Successor Person")
       and expressly assumes the obligations of the Company under this Indenture
       by a supplemental indenture as provided in Section 5.11;

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

              (3)   the Company has delivered to the Trustee an Officer's
       Certificate and an Opinion of Counsel, each stating that such
       consolidation, combination, merger, conveyance, sale, transfer or lease
       and such supplemental indenture (if any) comply with this Indenture.

              The Successor Person shall be the successor to the Company and
shall succeed to, and be substituted for, and may exercise every right and power
of, the Company under this Indenture, but the predecessor Person in the case of
a sale, conveyance, transfer or lease shall not be released from the obligation
to pay the principal of and interest on the Securities.

                                    ARTICLE 7

                              DEFAULTS AND REMEDIES

              Section 7.01. Events of Default. An "Event of Default" occurs if:

              (1)   the Company defaults in any payment of interest on any
       Security when the same becomes due and payable, whether or not such
       payment shall be prohibited by Article 11, and such default continues for
       a period of 15 days;

              (2)   the Company (i) defaults in the payment of the principal of
       any Security when the same becomes due and payable at its Stated
       Maturity, whether or not such payment shall be prohibited by Article 11
       or (ii) fails to redeem or purchase Securities when required pursuant to
       this Indenture or the Securities, whether or not such redemption or
       purchase shall be prohibited by Article 11;

              (3)   the Company fails to provide notice of a Change in Control
       in accordance with Section 4.07;

              (4)   the Company fails to comply with its obligations under
       Section 6.01;

                                       45

<PAGE>
              (5)   the Company fails to comply with any of its agreements in
       the Securities or this Indenture (other than those referred to in clauses
       (1) through (4) above) and such failure continues for 60 days after the
       notice specified below;

              (6)   the Company pursuant to or within the meaning of any
       Bankruptcy Law:

                    (A)    commences a voluntary case;

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

                    (C)    consents to the appointment of a Custodian of it or
              for a substantial part of its property; or

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

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

                    (A)    is for relief against the Company in an involuntary
              case;

                    (B)    appoints a Custodian of the Company or for any
              substantial part of its property; or

                    (C)    orders the winding up or liquidation of the Company;

       and the order or decree remains unstayed and in effect for 60 days
       (together with clause (6), the "bankruptcy provisions"); or

              (8)   the payment of the principal of the Junior Notes is
       accelerated under the terms of the Junior Notes Indenture.

However, a default under clause (3) or (5) will not constitute an Event of
Default until the Trustee or the Holders of 25% in principal amount of the
outstanding Securities notify the Company of the default and the Company does
not cure such default within the time specified after receipt of such notice.

              The foregoing will constitute Events of Default whatever the
reason for any such Event of Default and whether it is voluntary or involuntary
or is effected by operation of law or pursuant to any judgment, decree or order
of any court or any order, rule or regulation of any administrative or
governmental body.

                                       46

<PAGE>
              The term "Bankruptcy Law" means Title 11, United States Code, or
any similar Federal, state or foreign law for the relief of debtors. The term
"Custodian" means any receiver, trustee, assignee, liquidator, custodian or
similar official under any Bankruptcy Law.

              Section 7.02. Acceleration. (a) If an Event of Default specified
in Section 7.01(6), (7) or (8) occurs, the principal of and interest on all the
Securities shall ipso facto become and be immediately due and payable in cash
without any declaration or other act on the part of the Trustee or any
Securityholders.

              (b)   If an Event of Default specified in Section 7.01(1) or
(2)(ii) occurs and is continuing, the Trustee by notice to the Company, or the
Holders of at least 25% in principal amount of the Securities by notice to the
Company and the Trustee, may declare the principal of and accrued but unpaid
interest on all the Securities to be due and payable immediately in cash.

              (c)   If an Event of Default (other than an Event of Default
specified in Section 7.01(1), (2)(ii), (6), (7) or (8)) occurs and is
continuing, the Trustee by notice to the Company, or the Holders of at least 25%
in principal amount of the Securities by notice to the Company and the Trustee,
may declare the principal of and accrued but unpaid interest on all the
Securities to be due and payable. Upon such a declaration, such principal and
interest shall be due and payable immediately with principal payable in shares
of Common Stock as provided in paragraphs 2 and 16 of the Security and this
Indenture.

              (d)   The Holders of a majority in principal amount of the
outstanding Securities by notice to the Trustee may rescind an acceleration with
respect to the Securities and its consequences if the rescission would not
conflict with any judgment or decree and if all existing Events of Default have
been cured or waived except nonpayment of principal or interest that has become
due solely because of acceleration and all payments due to the Trustee under
Section 8.07 of this Indenture have been made. No such rescission shall affect
any subsequent Default or impair any right consequent thereto.

              Section 7.03. Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment
of principal of or interest on the Securities or to enforce the performance of
any provision of the Securities or this Indenture.

              The Trustee may maintain a proceeding even if it does not possess
any of the Securities or does not produce any of them in the proceeding. A delay
or omission by the Trustee or any Securityholder in exercising any right or
remedy accruing upon an Event

                                       47

<PAGE>
of Default shall not impair the right or remedy or constitute a waiver of or
acquiescence in the Event of Default. No remedy is exclusive of any other
remedy. All available remedies are cumulative.

              Section 7.04. Waiver of Past Defaults. The Holders of a majority
in principal amount of the Securities by notice to the Trustee may waive an
existing Default and its consequences except (i) a Default specified in Section
7.01(1) or (2) or (ii) a Default in respect of a provision that under Section
10.02 cannot be amended without the consent of each Securityholder affected.
When a Default is waived, it is deemed cured, but no such waiver shall extend to
any subsequent or other Default or impair any consequent right.

              Section 7.05. Control by Majority. The Holders of a majority in
principal amount of the outstanding Securities may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee. However, the Trustee may
refuse to follow any direction that conflicts with law or this Indenture or,
subject to Section 8.01, that the Trustee determines is unduly prejudicial to
the rights of other Securityholders or would involve the Trustee in personal
liability; provided, however, that the Trustee may take any other action deemed
proper by the Trustee that is not inconsistent with such direction. Prior to
taking any action hereunder, the Trustee shall be entitled to indemnification
from the Holders satisfactory to it in its sole discretion against all losses
and expenses caused by taking or not taking such action.

              Section 7.06. Limitation on Suits. Except to enforce the right to
receive payment of principal, premium (if any) or interest when due, no
Securityholder may pursue any remedy with respect to this Indenture or the
Securities unless:

              (1)   the Holder gives to the Trustee written notice stating that
       an Event of Default is continuing;

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

              (3)   such Holder or Holders offer to the Trustee reasonable
       security or indemnity against any loss, liability or expense;

              (4)   the Trustee does not comply with the request within 60 days
       after receipt of the request and the offer of security or indemnity; and

              (5)   the Holders of a majority in principal amount of the
       Securities do not give the Trustee a direction inconsistent with the
       request during such 60-day period.

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<PAGE>
              A Securityholder may not use this Indenture to prejudice the
rights of another Securityholder or to obtain a preference or priority over
another Securityholder.

              Section 7.07. Rights of Holders to Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any Holder
to receive payment of principal of and interest on the Securities held by such
Holder in the manner provided in the Security and this Indenture, on or after
the respective due dates expressed in the Securities, or to bring suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of such Holder.

              Section 7.08. Collection Suit by Trustee. If an Event of Default
resulting in acceleration described in Section 7.02(a) or (b) occurs, the
Trustee may recover judgment in its own name and as trustee of an express trust
against the Company for the whole amount then due and owing (together with
interest on any unpaid interest to the extent lawful) and the amounts provided
for in Section 8.07.

              Section 7.09. Trustee May File Proofs of Claim. The Trustee may
file such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee and the Securityholders
allowed in any judicial proceedings relative to the Company, its creditors or
its property to collect and receive any monies or other property payable or
deliverable on any such claims, and to distribute the same after the deduction
of any amounts due the Trustee under Section 8.07, and to take any other action
with respect to such claims, including participating as a member of any official
committee of creditors, as it reasonably deems necessary or advisable, and,
unless prohibited by law or applicable regulations, may vote on behalf of the
Holders in any election of a trustee in bankruptcy or other Person performing
similar functions. The Trustee shall be entitled and empowered to collect,
receive and distribute any money or other property payable or deliverable on any
such claims, and any Custodian in any such judicial proceeding is hereby
authorized by each Holder to make payments to the Trustee and, in the event that
the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and its counsel, and any other amounts due the Trustee under Section 8.07.

              Section 7.10. Priorities. If the Trustee collects any money
pursuant to this Article 7, it shall pay out the money in the following order:

              FIRST: to the Trustee for amounts due to the Trustee under Section
       8.07 or any other provision of this Indenture;

              SECOND: to holders of Senior Indebtedness of the Company to the
       extent required by Article 11;

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<PAGE>
              THIRD: to Securityholders for amounts due and unpaid on the
       Securities for principal and interest, ratably, without preference or
       priority of any kind, according to the amounts due and payable on the
       Securities for principal and interest, respectively; and

              FOURTH: to the Company.

              The Trustee may fix a record date and payment date for any payment
to Securityholders pursuant to this Section. At least 15 days before such record
date, the Trustee shall mail to each Securityholder and the Company a notice
that states the record date, the payment date and amount to be paid.

              Section 7.11. Undertaking for Costs. In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as Trustee, a court in its
discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys' fees, against any party
litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section does not apply to a
suit by the Trustee, a suit by a Holder pursuant to Section 7.07 or a suit by
Holders of more than 10% in principal amount of the Securities.

                                    ARTICLE 8

                                     TRUSTEE

              Section 8.01. Duties of Trustee. (a) If an Event of Default has
occurred and is continuing, the Trustee shall exercise such of the rights and
powers vested in it by this Indenture, and use the same degree of care and skill
in their exercise, as a prudent Person would exercise or use under the
circumstances in the conduct of such Person's own affairs.

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

              (1)   the Trustee undertakes to perform such duties and only such
       duties as are specifically set forth in this Indenture and no implied
       covenants or obligations shall be read into this Indenture against the
       Trustee; and

              (2)   in the absence of bad faith on its part, the Trustee may
       conclusively rely, as to the truth of the statements and the correctness
       of the opinions expressed therein, upon certificates or opinions
       furnished to the Trustee and conforming to the

                                       50

<PAGE>
       requirements of this Indenture. However, in the case of any such
       certificates or opinions which, by any provision hereof, are required to
       be furnished to the Trustee, the Trustee shall examine such certificates
       and opinions to determine whether or not they conform to the requirements
       of this Indenture.

              (c)   No provision of this Indenture shall be construed to relieve
the Trustee from liability for its own negligent action, its own negligent
failure to act or its own wilful misconduct, except that:

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

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

              (3)   the Trustee shall not be liable with respect to any action
       it takes or omits to take in good faith in accordance with a direction
       received by it pursuant to Section 7.05.

              (d)   Every provision of this Indenture that in any way relates to
the Trustee, other than paragraph (g) of this Section, is subject to paragraphs
(a), (b) and (c) of this Section.

              (e)   The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.

              (f)   Money held in trust by the Trustee need not be segregated
from other funds except to the extent required by law.

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

              (h)   Every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section and to the provisions of the TIA.

              Section 8.02. Rights of Trustee. (a) The Trustee may conclusively
rely on any document believed by it to be genuine and to have been signed or
presented by the proper Person. The Trustee need not investigate any fact or
matter stated in the document.

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<PAGE>
              (b)   Before the Trustee acts or refrains from acting, it may
require an Officer's Certificate or an Opinion of Counsel. The Trustee shall not
be liable for any action it takes or omits to take in good faith in reliance on
the Officer's Certificate or Opinion of Counsel.

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

              (d)   Subject to Section 8.01(c), the Trustee shall not be liable
for any action it takes or omits to take in good faith which it believes to be
authorized or within its rights or powers.

              (e)   The Trustee may consult with counsel, and the advice or
opinion of counsel with respect to legal matters relating to this Indenture and
the Securities shall be full and complete authorization and protection from
liability in respect to any action taken, omitted or suffered by it hereunder in
good faith and in accordance with the advice or opinion of such counsel.

              (f)   The Trustee shall not be deemed to have notice of any
Default or Event of Default unless a Trust Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a
Default or Event of Default is received by the Trustee at the Corporate Trust
Office, and such notice references the Securities under this Indenture.

              (g)   The rights, privileges, protections, immunities and benefits
given to the Trustee hereunder, including without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder, and to each agent, custodian and other Person
employed by the Trustee consistent with the terms of this Indenture to act
hereunder.

              (h)   Any permissive right or authority granted to the Trustee
shall not be construed as a mandatory duty.

              Section 8.03. Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Company or its Affiliates with the same rights
it would have if it were not Trustee. Any Paying Agent, Registrar, co-registrar
or co-paying agent may do the same with like rights. However, the Trustee must
comply with Sections 8.10 and 8.11.

              Section 8.04. Trustee's Disclaimer. The Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture or the Securities, it shall not be accountable for the Company's
use of the proceeds from the

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<PAGE>
Securities, and it shall not be responsible for any statement of the Company in
the Indenture or in any document issued in connection with the sale of the
Securities or in the Securities other than the Trustee's certificate of
authentication.

              Section 8.05. Notice of Defaults. If a Default occurs and is
continuing and if it is actually known to the Trustee, or upon written notice
from the Company or any Securityholder or upon a Payment Default, the Trustee
shall mail to each Securityholder notice of the Default within 90 days after it
occurs. Except in the case of a Default in payment of principal of or interest
on any Security (including payments pursuant to the mandatory redemption
provisions of such Security, if any), the Trustee may withhold the notice if and
so long as a committee of its Trust Officers in good faith determines that
withholding the notice is in the interests of Securityholders.

              Section 8.06. Reports by Trustee to Holders. As promptly as
practicable after each November 15, beginning with November 15, 2003, and in any
event within 60 days of each November 15, the Trustee shall mail to each
Securityholder a brief report dated as of November 15 of each year that complies
with TIA Section 313(a). The Trustee also shall comply with TIA Section 313(b).

              A copy of each report at the time of its mailing to
Securityholders shall be filed with the SEC and each stock exchange (if any) on
which the Securities are listed. The Company agrees to notify promptly the
Trustee whenever the Securities become listed on any stock exchange and of any
delisting thereof.

              Section 8.07. Compensation and Indemnity. The Company shall pay to
the Trustee from time to time reasonable compensation for its services. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee promptly
upon request for all reasonable out-of-pocket expenses, disbursements and
advances incurred or made by it, including costs of collection, in addition to
the compensation for its services. Such expenses shall include the reasonable
compensation and expenses, disbursements and advances of the Trustee's agents,
counsel, accountants and experts. Except as set forth below, the Company shall
indemnify the Trustee against any and all loss, liability or expense (including
reasonable attorneys' fees) incurred by it in connection with the administration
of this trust and the performance of its duties hereunder, including the costs
and expenses of enforcing this Indenture (including this Section 8.07) against
the Company and defending itself against any claim (whether asserted by any
Securityholder or any other Person) or liability in connection with the exercise
or performance of any of its powers or duties hereunder. The Trustee shall
notify the Company promptly of any claim for which it may seek indemnity.
Failure by the Trustee to so notify the Company shall not relieve the Company of
its obligations hereunder unless such failure prejudices the Company. The
Company shall defend the claim and the Trustee may have separate counsel and the

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<PAGE>
Company shall pay the fees and expenses of such counsel. The Company need not
reimburse any expense or indemnify against any loss, liability or expense
incurred by the Trustee through the Trustee's own wilful misconduct, negligence
or bad faith.

              The Company need not pay for any settlement made by the Trustee
without the Company's consent, such consent not to be unreasonably withheld or
delayed.

              To secure the Company's payment obligations in this Section, the
Trustee shall have a lien prior to the Securities on all money or property held
or collected by the Trustee other than money or property held in trust to pay
principal of and interest on particular Securities.

              The Company's payment obligations, and the lien granted to the
Trustee, pursuant to this Section shall survive the discharge of this Indenture.
When the Trustee incurs expenses or renders services after the occurrence of a
Default specified in Section 7.01(6) or (7) with respect to the Company, the
expenses and the compensation for the services (including the fees and expenses
of its agents and counsel) are intended to constitute expenses of administration
under the Bankruptcy Law.

              Section 8.08. Replacement of Trustee. The Trustee may resign at
any time by so notifying the Company. The Holders of a majority in principal
amount of the Securities may remove the Trustee by so notifying the Trustee and
may appoint a successor Trustee. The Company shall remove the Trustee if:

              (1)   the Trustee fails to comply with Section 8.10;

              (2)   the Trustee is adjudged bankrupt or insolvent;

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

              (4)   the Trustee otherwise becomes incapable of acting.

              If the Trustee resigns, is removed by the Company or by the
Holders of a majority in principal amount of the outstanding Securities and such
Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy
exists in the office of Trustee for any reason (the Trustee in such event being
referred to herein as the retiring Trustee), the Company shall promptly appoint
a successor Trustee.

              A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a

                                       54

<PAGE>
notice of its succession to Securityholders. The retiring Trustee shall promptly
transfer all property held by it as Trustee to the successor Trustee, provided
that the amounts owing to the Trustee hereunder have been paid and subject to
the lien provided for in Section 8.07.

              If a successor Trustee does not take office within 60 days after
the retiring Trustee resigns or is removed, the retiring Trustee or the Holders
of 10% in principal amount of the Securities may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

              If the Trustee fails to comply with Section 8.10, any
Securityholder may petition any court of competent jurisdiction for the removal
of the Trustee and the appointment of a successor Trustee.

              Notwithstanding the replacement of the Trustee pursuant to this
Section, the Company's obligations under Section 8.07 shall continue for the
benefit of the retiring Trustee.

              Section 8.09. Successor Trustee by Merger. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee provided that such successor shall be
eligible and qualified under Section 8.10.

              In case at the time such successor or successors by merger,
conversion or consolidation to the Trustee shall succeed to the trusts created
by this Indenture any of the Securities shall have been authenticated but not
delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Securities so
authenticated; and in case at that time any of the Securities shall not have
been authenticated, any successor to the Trustee may authenticate such
Securities either in the name of any predecessor hereunder or in the name of the
successor to the Trustee; and in all such cases such certificates shall have the
full force which it is anywhere in the Securities or in this Indenture provided
that the certificate of the Trustee shall have.

              Section 8.10. Eligibility; Disqualification. The Trustee shall at
all times satisfy the requirements of TIA Section 310(a). The Trustee shall have
a combined capital and surplus of at least $50,000,000 as set forth in its most
recent published annual report of condition. The Trustee shall comply with TIA
Section 310(b); provided, however, that there shall be excluded from the
operation of TIA Section 310(b)(1) any indenture or indentures under which other
securities or certificates of interest or participation in other securities

                                       55

<PAGE>
of the Company are outstanding if the requirements for such exclusion set forth
in TIA Section 310(b)(1) are met.

              Section 8.11. Preferential Collection of Claims Against Company.
The Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

                                    ARTICLE 9

                             DISCHARGE OF INDENTURE

              Section 9.01. Satisfaction and Discharge of Indenture. This
Indenture shall cease to be of further effect (except as to any rights of
conversion, registration of transfer or exchange of Securities herein expressly
provided for and except as further provided below), and the Trustee, on demand
of and at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when

              (a)   either:

              (1)   all Securities theretofore authorized and delivered (other
       than (x) Securities which have been destroyed, lost or stolen and which
       have been replaced or paid as provided in Section 2.10 and (y) Securities
       for whose payment money and shares of Common Stock have theretofore been
       deposited in trust and thereafter been repaid to the Company as provided
       in Section 9.03) have been delivered to the Trustee for cancellation; or

              (2)   all such Securities not theretofore delivered to the Trustee
       for cancellation (x) have become due and payable, (y) will become due and
       payable at the Stated Maturity within 90 days, or (z) have been called
       for redemption within 90 days under arrangements satisfactory to the
       Trustee for the giving of notice of redemption by the Trustee in the
       name, and at the expense, of the Company, and the Company has irrevocably
       deposited or caused to be irrevocably deposited with the Trustee or a
       Paying Agent (other than the Company or any of its Affiliates) as trust
       funds in trust for the purpose, (i) cash in an amount sufficient to pay
       and discharge the entire indebtedness on such Securities not theretofore
       delivered to the Trustee for cancellation, for (A) principal (if due or
       to be due in cash), the Optional Redemption Price or the Change in
       Control Purchase Price and (B) interest to the date of such deposit (in
       the case of Securities which have become due and payable) or to the
       Stated Maturity or Optional Redemption Date, as the case may be, and (ii)
       shares of Common Stock in an amount sufficient to pay the principal (if
       due or

                                       56

<PAGE>
       to be due in shares of Common Stock), assuming the Applicable Conversion
       Price is the Floor Price on the date of deposit; provided that
       notwithstanding the satisfaction and discharge of this Indenture, if
       after the date of such deposit and prior to the Stated Maturity, the
       Conversion Price shall be adjusted pursuant to the adjustment provisions
       of Section 5.06, and as a result the number of shares of Common Stock
       deliverable at Stated Maturity (assuming the Applicable Conversion Price
       is the adjusted Floor Price following such adjustment to the Conversion
       Price) shall be greater than the number of shares of Common Stock on
       deposit with the Trustee or a Paying Agent, the Company shall be
       obligated to deposit in trust such additional shares of Common Stock as
       shall be necessary to deliver the required number of shares of Common
       Stock at Stated Maturity;

              (b)   the Company has paid or caused to be paid all other sums
       payable hereunder by the Company; and

              (c)   the Company has delivered to the Trustee an Officer's
       Certificate and an Opinion of Counsel, each stating that all conditions
       precedent herein provided for relating to the satisfaction and discharge
       of this Indenture have been complied with.

              Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Company to the Trustee under Section 8.07 shall survive
and, if money and shares of Common Stock shall have been deposited with the
Trustee pursuant to this Section 9.01(a)(2), the provisions of Sections 2.03,
2.05, 2.06, 2.07, 2.08, 2.10, 4.02, 4.04, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 and
4.12, Article 5, Article 6 and this Article 9 (including the obligations to
deliver additional shares of Common Stock provided in Section 9.01(a)(2) above)
shall survive until the Securities have been paid in full.

              Section 9.02. Application of Trust Money and Shares. Subject to
the provisions of Section 9.03, the Trustee or a Paying Agent shall hold in
trust, for the benefit of the Holders, all money and shares of Common Stock
deposited with it pursuant to Section 9.01 and shall apply the deposited money
and shares of Common Stock in accordance with this Indenture and the Securities
to the payment of the principal of and interest on the Securities; provided,
however, that after the Securities have been paid in full pursuant to the terms
of the Security, the Holders shall not be entitled to any excess money or shares
of Common Stock that may be held by the Trustee or the Paying Agent pursuant to
Section 9.01. Money and shares of Common Stock so held in trust shall not be
subject to the subordination provisions of Article 11.

              Section 9.03. Repayment to Company. The Trustee and the Paying
Agent shall promptly turn over to the Company upon request any excess money and
shares of Common Stock (i) deposited with them pursuant to Section 9.01 and (ii)
held by them at any time.

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<PAGE>
              The Trustee and each Paying Agent shall pay to the Company upon
request any money and shares of Common Stock held by them for the payment of
principal or interest that remains unclaimed for two years, and, thereafter,
Securityholders entitled to the money or shares of Common Stock must look to the
Company for payment as general creditors.

              Section 9.04. Reinstatement. If the Trustee or any Paying Agent is
unable to apply any money or shares of Common Stock in accordance with Section
9.02 by reason of any legal proceeding or by reason of any order or judgment of
any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Company's obligations under this
Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to Section 9.01 until such time as the Trustee or
such Paying Agent is permitted to apply all such money and shares of Common
Stock in accordance with Section 9.02; provided, however, that if the Company
has made any payment of the principal of or interest on any Securities because
of the reinstatement of its obligations, the Company shall be subrogated to the
rights of the Holders of such Securities to receive any such payment from the
money and shares of Common Stock held by the Trustee or such Paying Agent.

                                   ARTICLE 10

                                   AMENDMENTS

              Section 10.01. Without Consent of Holders. The Company and the
Trustee may amend this Indenture or the Securities without notice to or consent
of any Securityholder:

              (1)   to cure any ambiguity, omission, defect or inconsistency;

              (2)   to comply with Section 5.11 or Article 6;

              (3)   to provide for uncertificated Securities in addition to or
       in place of Certificated Securities; provided, however, that the
       uncertificated Securities are issued in registered form for purposes of
       Section 163(f) of the Code or in a manner such that the uncertificated
       Securities are described in Section 163(f)(2)(B) of the Code;

              (4)   to appoint a successor Trustee;

              (5)   to comply with any requirements of the SEC in connection
       with qualifying, or maintaining the qualification of, this Indenture
       under the TIA;

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<PAGE>
              (6)   to add guarantees with respect to the Securities or to
       secure the Securities;

              (7)   to add to covenants of the Company for the benefit of the
       Securityholders or to surrender any right or power conferred upon the
       Company; and

              (8)   to make any change that does not adversely affect the rights
       of any Securityholder, including providing for the sale and resale of the
       Securities under Regulation S of the Securities Act.

              After an amendment under this Section becomes effective, the
Company shall mail to Securityholders a notice briefly describing such
amendment. The failure to give such notice to all Securityholders, or any defect
therein, shall not impair or affect the validity of an amendment under this
Section.

              Section 10.02. With Consent of Holders. The Company and the
Trustee may amend this Indenture or the Securities without notice to any
Securityholder but with the written consent of the Holders of at least a
majority in principal amount of the Securities then outstanding (including
consents obtained in connection with a tender offer or exchange for the
Securities). However, without the written consent of each Securityholder
affected thereby, an amendment may not:

              (a)   change the stated maturity of the principal of, or interest
       on, any Security;

              (b)   reduce the principal amount of, or any premium or interest
       on, any Security;

              (c)   reduce the amount of principal payable upon acceleration of
       the maturity of any Security;

              (d)   change the time at which any Security may be redeemed in
       accordance with Article 3;

              (e)   change the place or currency of payment of principal of, or
       any premium or interest on, any Security;

              (f)   impair the right to institute suit for the enforcement of
       any payment on, or with respect to, any Security;

              (g)   modify the subordination provisions of Article 11 in a
       manner materially adverse to the Holders of Securities;

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<PAGE>
              (h)   adversely affect the right of Holders to convert Securities
       other than under Article 5;

              (i)   adversely affect the adjustment of the Conversion Price
       except as provided in Article 5;

              (j)   reduce the percentage of the aggregate principal amount of
       the outstanding Securities whose Holders must consent to a modification
       or amendment of this Indenture; and

              (k)   modify any of the provisions of this Section or Section
       7.04, except to increase any such percentage or to provide that specified
       additional provisions of this Indenture cannot be modified or waived
       without the consent of the Holder of each outstanding Security affected
       thereby.

              It shall not be necessary for the consent of the Holders under
this Section 10.02 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.

              After an amendment, supplement or waiver under this Section 10.02
becomes effective, the Company shall mail to the Holders affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amendment, supplement or
waiver. An amendment or supplement under this Section 10.02 or under Section
10.01 may not make any change that adversely affects the rights under Article 11
of any holder of an issue of Senior Indebtedness unless the holders of that
issue, pursuant to its terms, consent to the change.

              Section 10.03. Compliance with Trust Indenture Act. Every
amendment to this Indenture or the Securities shall comply with the TIA as then
in effect to the extent required thereby.

              Section 10.04. Revocation and Effect of Consents and Waivers. A
consent to an amendment or a waiver by a Holder of a Security shall bind the
Holder and every subsequent Holder of that Security or portion of the Security
that evidences the same debt as the consenting Holder's Security, even if
notation of the consent or waiver is not made on the Security. However, any such
Holder or subsequent Holder may revoke the consent or waiver as to such Holder's
Security or portion of the Security if the Trustee receives the notice of
revocation before the date the amendment or waiver becomes effective. After an
amendment or waiver becomes effective, it shall bind every Securityholder. An
amendment or waiver becomes effective upon the execution of such amendment or
waiver by the Trustee.

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<PAGE>
              The Company may, but shall not be obligated to, fix a record date
for the purpose of determining the Securityholders entitled to give their
consent or take any other action described above or required or permitted to be
taken pursuant to this Indenture. If a record date is fixed, then
notwithstanding the immediately preceding paragraph, those Persons who were
Securityholders at such record date (or their duly designated proxies), and only
those Persons, shall be entitled to give such consent or to revoke any consent
previously given or to take any such action, whether or not such Persons
continue to be Holders after such record date. No such consent shall be valid or
effective for more than 120 days after such record date.

              Section 10.05. Notation on or Exchange of Securities. If an
amendment changes the terms of a Security, the Trustee may require the Holder of
the Security to deliver it to the Trustee. The Trustee may place an appropriate
notation on the Security regarding the changed terms and return it to the
Holder. Alternatively, if the Company or the Trustee so determines, the Company
in exchange for the Security shall issue and the Trustee shall authenticate a
new Security that reflects the changed terms. Failure to make the appropriate
notation or to issue a new Security shall not affect the validity of such
amendment.

              Section 10.06. Trustee to Sign Amendments. The Trustee shall sign
any amendment authorized pursuant to this Article 10 if the amendment does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may but need not sign it. In signing any amendment the
Trustee shall be entitled to receive, and (subject to Section 8.01) shall be
fully protected in relying upon, an Officer's Certificate and an Opinion of
Counsel stating that such amendment is authorized or permitted by this
Indenture.

              Section 10.07. Payment for Consent. Neither the Company nor any
Affiliate of the Company shall, directly or indirectly, pay or cause to be paid
any consideration, whether by way of interest, fee or otherwise, to any Holder
for or as an inducement to any consent, waiver or amendment of any of the terms
or provisions of this Indenture or the Securities unless such consideration is
offered to be paid to all Holders that so consent, waive or agree to amend in
the time frame set forth in solicitation documents relating to such consent,
waiver or agreement.

                                   ARTICLE 11

                                  SUBORDINATION

              Section 11.01. Agreement to Subordinate. The Company agrees, and
each Securityholder by accepting a Security agrees, that the Indebtedness
evidenced by the

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Securities is subordinated in right of payment, to the extent and in the manner
provided in this Article 11, to the prior payment in full in cash of all
Obligations with respect to Senior Indebtedness of the Company and that the
subordination is for the benefit of and enforceable by the holders of such
Senior Indebtedness. All provisions of this Article 11 shall be subject to
Section 11.12.

              Section 11.02. Liquidation, Dissolution, Bankruptcy. Upon any
payment or distribution of the assets of the Company to creditors upon a total
or partial liquidation or a total or partial dissolution or winding up of the
Company or upon any assignment for the benefit of creditors or marshalling of
assets of the Company or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Company or its property,
whether voluntary or involuntary:

              (1)   the holders of Senior Indebtedness of the Company shall be
       entitled to receive payment in full in cash of all Obligations with
       respect to such Senior Indebtedness (including all interest accruing
       subsequent to the filing of a petition in bankruptcy at the rate provided
       for in the documentation with respect thereto, whether or not such
       interest is an allowed claim under applicable law) before Securityholders
       shall be entitled to receive any payment or distribution with respect to
       the Securities; and

              (2)   until all Obligations with respect to such Senior
       Indebtedness are paid in full in cash, any payment or distribution to
       which Securityholders would be entitled but for this Article 11 shall be
       made to holders of such Senior Indebtedness as their interests may
       appear, except that Securityholders may receive in exchange for the
       Securities in any proceeding of the type described above in this Section
       11.02, (x) equity securities of the Company which, in any case, do not
       provide any mandatory redemption or similar retirement prior to the
       maturity of the Securities or (y) unsecured debt securities of the
       Company which are subordinated to at least the same extent as the
       Securities to the payment of all Senior Indebtedness of the Company and
       which, in any case, do not mature or become subject to a mandatory
       redemption obligation prior to the maturity of the Securities.

              Section 11.03. Default on Senior Indebtedness. The Company may not
pay (in cash, property or other assets) the principal of or interest on the
Securities and may not repurchase, redeem or otherwise retire any Securities
(collectively, "pay the Securities") if either of the following occurs (each, a
"Payment Default") (i) any Obligations with respect to Senior Indebtedness are
not paid in full when due or (ii) any other default on Senior Indebtedness
occurs and the maturity of such Senior Indebtedness is accelerated in accordance
with its terms unless, in either case, (x) the default has been cured or waived
and any such acceleration has been rescinded in writing or (y) such Senior
Indebtedness has been paid in full in cash; provided, however, that the Company

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may pay the Securities without regard to the foregoing if the Company and the
Trustee receive written notice approving such payment from the Representative of
such Senior Indebtedness. During the continuance of any default (other than a
default described in clause (i) or (ii) of the preceding sentence) with respect
to any Designated Senior Indebtedness pursuant to which the maturity thereof may
be accelerated immediately without further notice (except such notice as may be
required to effect such acceleration) or the expiration of any applicable grace
periods, the Company may not pay the Securities for a period (a "Payment
Blockage Period") commencing upon the receipt by the Company and the Trustee of
written notice (a "Blockage Notice") of such default from the Representative of
such Designated Senior Indebtedness specifying an election to effect a Payment
Blockage Period and ending 179 days thereafter (or earlier if such Payment
Blockage Period is terminated (1) by written notice to the Trustee and the
Company from the Person or Persons who gave such Blockage Notice, (2) because no
defaults continue in existence which would permit the acceleration of the
maturities of any Designated Senior Indebtedness at such time or (3) because
such Designated Senior Indebtedness has been repaid in full in cash). Unless the
holders of such Designated Senior Indebtedness or the Representative of such
holders shall have accelerated the maturity of such Designated Senior
Indebtedness, or any Payment Default otherwise exists, the Company may resume
payments on the Securities after termination of such Payment Blockage Period and
may make any and all payments that were previously subject to a Payment Blockage
Period. The Securities shall not be subject to more than one Payment Blockage
Period in any consecutive 360-day period. For purposes of this Section, no
default or event of default which existed or was continuing on the date of the
commencement of any Payment Blockage Period with respect to the Designated
Senior Indebtedness initiating such Payment Blockage Period shall be, or be
made, the basis of the commencement of a subsequent Payment Blockage Period by
the Representative of such Designated Senior Indebtedness, whether or not within
a period of 360 consecutive days, unless such default or event of default shall
have been cured or waived for a period of not less than 90 consecutive days (it
being acknowledged and agreed that (x) any default or event of default as a
result of a continued failure to meet a financial covenant or test for a period
ended subsequent to the commencement of a Payment Blockage Period shall
constitute a new default or event of default, as the case may be, and shall be
deemed not to be a continuing default or event of default, as the case may be,
for purposes of this sentence and (y) any subsequent action which would give
rise to a default or an event of default pursuant to any provision under which a
default or event of default previously existed or was continuing shall
constitute a new default or event of default, as the case may be, for this
purpose and shall be deemed not to be a continuing default or event of default,
as the case may be, for purposes of this sentence).

              Section 11.04. Acceleration of Payment of Securities. If payment
of the Securities is accelerated because of an Event of Default, the Company or
the Trustee

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shall promptly notify the holders of the Designated Senior Indebtedness (or
their Representatives) of the acceleration. If any Designated Senior
Indebtedness is outstanding at the time of such acceleration, the Company may
not pay the Securities until five Business Days after the Representatives of all
the issues of Designated Senior Indebtedness receive notice of such acceleration
and, thereafter, may pay the Securities only if the Indenture otherwise permits
payment at that time.

              Section 11.05. When Distribution Must Be Paid Over. If a
distribution is made to Securityholders that because of this Article 11 should
not have been made to them, the Securityholders who receive the distribution
shall hold it in trust for holders of Senior Indebtedness of the Company and pay
it over to them as their interests may appear.

              Section 11.06. Subrogation. After all Senior Indebtedness of the
Company is paid in full in cash and until the Securities are paid in full,
Securityholders shall be subrogated to the rights of holders of such Senior
Indebtedness to receive distributions applicable to such Senior Indebtedness. A
distribution made under this Article 11 to holders of such Senior Indebtedness
which otherwise would have been made to Securityholders is not, as between the
Company and Securityholders, a payment by the Company on such Senior
Indebtedness.

              Section 11.07. Relative Rights. This Article 11 defines the
relative rights of Securityholders and holders of Senior Indebtedness of the
Company. Nothing in this Indenture shall:

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

              (2)   prevent the Trustee or any Securityholder from exercising
       its available remedies upon a Default, subject to the rights of holders
       of Senior Indebtedness of the Company to receive distributions otherwise
       payable to Securityholders.

              Section 11.08. Subordination May Not Be Impaired by the Company.
No right of any holder of Senior Indebtedness of the Company to enforce the
subordination of the Indebtedness evidenced by the Securities shall be impaired
by any act or failure to act by the Company or by its failure to comply with
this Indenture.

              Section 11.09. Rights of Trustee and Paying Agent. Notwithstanding
Section 11.03, the Trustee or Paying Agent may continue to make payments on the
Securities and shall not be charged with knowledge of the existence of facts
that would prohibit the making of any such payments unless, not less than two
Business Days prior

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to the date of such payment, a Trust Officer of the Trustee receives notice
satisfactory to it that payments may not be made under this Article 11. The
Company, the Registrar or co-registrar, the Paying Agent, a Representative or a
holder of Senior Indebtedness may give the notice.

              The Trustee in its individual or any other capacity may hold
Senior Indebtedness of the Company with the same rights it would have if it were
not Trustee. The Registrar and co-registrar and the Paying Agent may do the same
with like rights. The Trustee shall be entitled to all the rights set forth in
this Article 11 with respect to any Senior Indebtedness of the Company which may
at any time be held by it, to the same extent as any other holder of such Senior
Indebtedness; and nothing in Article 8 shall deprive the Trustee of any of its
rights as such holder. Nothing in this Article 11 shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 8.07.

              Section 11.10. Distribution or Notice to Representative. Whenever
a distribution is to be made or a notice given to holders of Senior Indebtedness
of the Company, the distribution may be made and the notice given to their
Representative (if any).

              Section 11.11. Article 11 Not to Prevent Events of Default or
Limit Right to Accelerate. The failure to make a payment pursuant to the
Securities by reason of any provision in this Article 11 shall not be construed
as preventing the occurrence of a Default. Nothing in this Article 11 shall have
any effect on the right of the Securityholders or the Trustee to accelerate the
maturity of the Secu