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Prospectus

 

 

   

 

$100,000,000 11/4% Convertible Subordinated Notes due 2010

$100,000,000 11/2% Convertible Subordinated Notes due 2012

and Shares of Common Stock Issuable Upon Conversion of the Notes

 

 

The securities to be offered and sold using this prospectus are our 11/4% Convertible Subordinated Notes due 2010, or the 2010 notes, and our 11/2% Convertible Subordinated Notes due 2012, or the 2012 notes, which we issued in a private placement in March 2007, and shares of our common stock issuable upon conversion of the 2010 notes and 2012 notes. We refer to the 2010 notes and 2012 notes together as the notes.

 

Any securities offered and sold using this prospectus will be offered and sold by the selling security holders to be named in one or more supplements to this prospectus or in one or more reports filed with the Securities and Exchange Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended. See “Selling Security Holders” beginning on page 27. We will not receive any of the proceeds from the sale by the selling security holders of the securities offered or sold using this prospectus.

 

We will pay interest on the notes semi-annually on each March 1 and September 1, commencing on September 1, 2007. The 2010 notes mature on March 1, 2010, and the 2012 notes mature on March 1, 2012. We may not redeem the notes.

 

The notes are convertible into cash, shares of our common stock or a combination of cash and shares of our common stock, at our option. The initial conversion rate for the notes is 105.0696 shares per $1,000 principal amount, which is equivalent to a conversion price of approximately $9.52 per share, subject to adjustments for certain events. Holders may surrender some or all of their notes for conversion at any time prior to maturity.

 

Upon the occurrence of a fundamental change, holders may require us to repurchase some or all of their notes for cash at a price equal to 100% of the principal amount of the notes being repurchased, plus accrued and unpaid interest, if any. Also, if a fundamental change occurs, we may be required to increase the conversion rate for any notes converted in connection with such fundamental change by a specified number of shares of our common stock. The extent to which the conversion rate will be increased will be based on the price paid, or deemed to be paid, in respect of a share of our common stock in, and the effective date of, the fundamental change.

 

The notes are our subordinated unsecured obligations and rank junior in right of payment to our existing and future senior obligations. Our obligations under the notes are not guaranteed by, and are structurally subordinated in right of payment to all existing and future obligations of, our subsidiaries.

 

The notes are not, and will not be, listed on any securities exchange. The notes are currently designated for trading on The PORTAL^sm Market. Our common stock is listed on the Nasdaq Global Select Market, or Nasdaq, under the symbol “SWKS.” The reported last sale price of our common stock on Nasdaq on March 7, 2007 was $6.51 per share.

 

Investing in the notes and our common stock involves a high degree of risk. See “Risk Factors” beginning on page 8.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

 

The date of this prospectus is March 8, 2007.

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                                                                     Exhibit 4.1

                      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.

            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

            (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

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

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

            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

       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

            "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

                      (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

                 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

       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

                            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

                      (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

                                                                     Exhibit 4.2

                           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

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

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

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

         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

         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

         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

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

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

                     (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

                     (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

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.

                                       12

                                   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

         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

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

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

         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

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.

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                                    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.

              (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

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

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