<PAGE>
                                                                     Exhibit 4.e

                                                                [EXECUTION COPY]

                            SKYWORKS SOLUTIONS, INC.,
                                     Issuer

                    15% Convertible Senior Subordinated Notes

                                Due June 30, 2005

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

                                    INDENTURE

                          Dated as of November 20, 2002

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

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                                     Trustee
<PAGE>
                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
TIA                                                                                                Indenture
Section                                                                                             Section
-------------------------------------------------------------------                              -------------
<S>                                                                                              <C>
310 (a)(1).........................................................                                  8.10
    (a)(2).........................................................                                  8.10
    (a)(3).........................................................                                  N.A.
    (a)(4).........................................................                                  N.A.
    (b)............................................................                               8.08; 8.10
    (c)............................................................                                  N.A
311 (a)............................................................                                  8.11
    (b)............................................................                                  8.11
    (c)............................................................                                  N.A.
312 (a)............................................................                                  2.06
    (b)............................................................                                 12.03
    (c)............................................................                                 12.03
313 (a)............................................................                                  8.06
    (b)(1).........................................................                                  N.A.
    (b)(2).........................................................                                  8.06
    (c)............................................................                                 12.02
    (d)............................................................                                  8.06
314 (a)............................................................                              4.02; 12.02
    (b)............................................................                                  N.A.
    (c)(1).........................................................                                 12.04
    (c)(2).........................................................                                 12.04
    (c)(3).........................................................                                  N.A.
    (d)............................................................                                  N.A.
    (e)............................................................                                 12.05
315 (a)............................................................                                  8.01
    (b)............................................................                              8.05; 12.02
    (c)............................................................                                  8.01
    (d)............................................................                                  8.01
    (e)............................................................                                  7.11
316 (a)(last sentence).............................................                                 12.06
    (a)(1) (A).....................................................                                  7.05
    (a)(1) (B).....................................................                                  7.04
    (a)(2).........................................................                                  N.A.
    (b)............................................................                                  7.07
317 (a)(1).........................................................                                  7.08
    (a)(2).........................................................                                  7.09
    (b)............................................................                                  2.05
318 (a)............................................................                                 12.01
</TABLE>

-----------------------------------
N.A. means Not Applicable.

Note:  This Cross-Reference Table shall not, for any purpose, be deemed to be
       part of the Indenture.
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                       Page
                                                                                                       ----
<S>                    <C>                                                                             <C>
ARTICLE 1              DEFINITIONS AND INCORPORATION BY REFERENCE....................................    1
     Section 1.01.     Definitions...................................................................    1
     Section 1.02.     Other Definitions.............................................................    9
     Section 1.03.     Incorporation by Reference of Trust Indenture Act.............................   10
     Section 1.04.     Rules of Construction.........................................................   10

ARTICLE 2              THE SECURITIES................................................................   11
     Section 2.01.     Form and Dating...............................................................   11
     Section 2.02.     Execution and Authentication..................................................   12
     Section 2.03.     Registrar, Paying Agent and Conversion Agent..................................   13
     Section 2.04.     Maintenance of Office or Agency...............................................   13
     Section 2.05.     Paying Agent to Hold Money and Shares of Common Stock in Trust................   14
     Section 2.06.     Securityholder Lists..........................................................   14
     Section 2.07.     Transfer and Exchange.........................................................   14
     Section 2.08.     Additional Transfer and Exchange Requirements.................................   15
     Section 2.09.     CUSIP Numbers.................................................................   22
     Section 2.10.     Replacement Securities........................................................   23
     Section 2.11.     Outstanding Securities........................................................   23
     Section 2.12.     Temporary Securities..........................................................   24
     Section 2.13.     Cancellation..................................................................   24
     Section 2.14.     Defaulted Interest............................................................   24

ARTICLE 3              REDEMPTION....................................................................   24
     Section 3.01.     Optional Redemption...........................................................   24
     Section 3.02.     Notices to Trustee............................................................   25
     Section 3.03.     Selection of Securities to Be Redeemed........................................   25
     Section 3.04.     Notice of Redemption..........................................................   25
     Section 3.05.     Effect of Notice of Redemption................................................   26
     Section 3.06.     Deposit of Redemption Price...................................................   26
     Section 3.07.     Securities Redeemed in Part...................................................   27

ARTICLE 4              COVENANTS.....................................................................   27
     Section 4.01.     Payment of Securities.........................................................   27
     Section 4.02.     SEC Reports...................................................................   27
     Section 4.03.     Compliance Certificates.......................................................   28
     Section 4.04.     Further Instruments and Acts..................................................   28
</TABLE>

                                       i
<PAGE>
<TABLE>
<S>                    <C>                                                                             <C>
     Section 4.05.     Maintenance of Corporate Existence............................................   28
     Section 4.06.     Payment of Additional Interest................................................   28
     Section 4.07.     Purchase of Securities at Option of the Holder upon Change in Control.........   28
     Section 4.08.     Effect of Change in Control Purchase Notice...................................   32
     Section 4.09.     Deposit of Change in Control Purchase Price...................................   32
     Section 4.10.     Securities Purchased in Part..................................................   33
     Section 4.11.     Compliance with Securities Laws upon Purchase of Securities...................   33
     Section 4.12.     Repayment to the Company......................................................   33

ARTICLE 5              CONVERSION....................................................................   33
     Section 5.01.     Conversion Privilege..........................................................   33
     Section 5.02.     Conversion Procedure..........................................................   34
     Section 5.03.     Fractional Shares.............................................................   36
     Section 5.04.     Taxes on Conversion...........................................................   36
     Section 5.05.     Company to Provide Stock......................................................   36
     Section 5.06.     Adjustment of Conversion Price................................................   37
     Section 5.07.     No Adjustment.................................................................   41
     Section 5.08.     Adjustment for Tax Purposes...................................................   42
     Section 5.09.     Notice of Adjustment..........................................................   42
     Section 5.10.     Notice of Certain Transactions................................................   42
     Section 5.11.     Effect of Reclassification, Consolidation, Merger or Sale on Conversion
                       Privilege.....................................................................   43
     Section 5.12.     Trustee's Disclaimer..........................................................   44
     Section 5.13.     Voluntary Reduction...........................................................   44

ARTICLE 6              SUCCESSOR COMPANIES...........................................................   44
     Section 6.01.     When the Company May Merge or Transfer Assets.................................   44

ARTICLE 7              DEFAULTS AND REMEDIES.........................................................   45
     Section 7.01.     Events of Default.............................................................   45
     Section 7.02.     Acceleration..................................................................   47
     Section 7.03.     Other Remedies................................................................   47
     Section 7.04.     Waiver of Past Defaults.......................................................   48
     Section 7.05.     Control by Majority...........................................................   48
     Section 7.06.     Limitation on Suits...........................................................   48
     Section 7.07.     Rights of Holders to Receive Payment..........................................   49
     Section 7.08.     Collection Suit by Trustee....................................................   49
     Section 7.09.     Trustee May File Proofs of Claim..............................................   49
     Section 7.10.     Priorities....................................................................   49
     Section 7.11.     Undertaking for Costs.........................................................   50
</TABLE>

                                       ii
<PAGE>
<TABLE>
<S>                    <C>                                                                             <C>
ARTICLE 8              TRUSTEE.......................................................................   50
     Section 8.01.     Duties of Trustee.............................................................   50
     Section 8.02.     Rights of Trustee.............................................................   51
     Section 8.03.     Individual Rights of Trustee..................................................   52
     Section 8.04.     Trustee's Disclaimer..........................................................   52
     Section 8.05.     Notice of Defaults............................................................   53
     Section 8.06.     Reports by Trustee to Holders.................................................   53
     Section 8.07.     Compensation and Indemnity....................................................   53
     Section 8.08.     Replacement of Trustee........................................................   54
     Section 8.09.     Successor Trustee by Merger...................................................   55
     Section 8.10.     Eligibility; Disqualification.................................................   55
     Section 8.11.     Preferential Collection of Claims Against Company.............................   56

ARTICLE 9              DISCHARGE OF INDENTURE........................................................   56
     Section 9.01.     Satisfaction and Discharge of Indenture.......................................   56
     Section 9.02.     Application of Trust Money and Shares.........................................   57
     Section 9.03.     Repayment to Company..........................................................   57
     Section 9.04.     Reinstatement.................................................................   58

ARTICLE 10             AMENDMENTS....................................................................   58
     Section 10.01.    Without Consent of Holders....................................................   58
     Section 10.02.    With Consent of Holders.......................................................   59
     Section 10.03.    Compliance with Trust Indenture Act...........................................   60
     Section 10.04.    Revocation and Effect of Consents and Waivers.................................   60
     Section 10.05.    Notation on or Exchange of Securities.........................................   61
     Section 10.06.    Trustee to Sign Amendments....................................................   61
     Section 10.07.    Payment for Consent...........................................................   61

ARTICLE 11             SUBORDINATION.................................................................   61
     Section 11.01.    Agreement to Subordinate......................................................   61
     Section 11.02.    Liquidation, Dissolution, Bankruptcy..........................................   62
     Section 11.03.    Default on Senior Indebtedness................................................   62
     Section 11.04.    Acceleration of Payment of Securities.........................................   63
     Section 11.05.    When Distribution Must Be Paid Over...........................................   64
     Section 11.06.    Subrogation...................................................................   64
     Section 11.07.    Relative Rights...............................................................   64
     Section 11.08.    Subordination May Not Be Impaired by the Company..............................   64
     Section 11.09.    Rights of Trustee and Paying Agent............................................   64
     Section 11.10.    Distribution or Notice to Representative......................................   65
     Section 11.11.    Article 11 Not to Prevent Events of Default or Limit Right to Accelerate......   65
     Section 11.12.    Trustee Entitled to Rely......................................................   65
</TABLE>

                                      iii
<PAGE>
<TABLE>
<S>                    <C>                                                                             <C>
     Section 11.13.    Trustee to Effectuate Subordination...........................................   66
     Section 11.14.    Trustee Not Fiduciary for Holders of Senior Indebtedness......................   66
     Section 11.15.    Reliance by Holders of Senior Indebtedness on Subordination Provisions........   66

ARTICLE 12             MISCELLANEOUS.................................................................   66
     Section 12.01.    Trust Indenture Act Controls..................................................   66
     Section 12.02.    Notices.......................................................................   66
     Section 12.03.    Communication by Holders with Other Holders...................................   67
     Section 12.04.    Certificate and Opinion as to Conditions Precedent............................   67
     Section 12.05.    Statements Required in Certificate or Opinion.................................   68
     Section 12.06.    When Securities Disregarded...................................................   68
     Section 12.07.    Rules by Trustee, Paying Agent and Registrar..................................   68
     Section 12.08.    Legal Holidays................................................................   68
     Section 12.09.    Governing Law.................................................................   69
     Section 12.10.    No Recourse Against Others....................................................   69
     Section 12.11.    Successors....................................................................   69
     Section 12.12.    Multiple Originals............................................................   69
     Section 12.13.    Table of Contents; Headings...................................................   69

Exhibit A  -  Form of Security ......................................................................  A-1
</TABLE>

                                       iv
<PAGE>
              INDENTURE dated as of November 20, 2002, between Skyworks
Solutions, Inc., a Delaware corporation (the "Company"), and Wachovia Bank,
National Association, a national banking association, as trustee hereunder (the
"Trustee").

              Each party agrees as follows for the benefit of the other party
and for the equal and ratable benefit of the Holders of the Company's 15%
Convertible Senior Subordinated Notes due June 30, 2005.

                                   ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

              Section 1.01. Definitions.

              "Additional Interest" has the meaning specified in Section 5 of
the Registration Rights Agreement. All references herein to interest accrued or
payable as of any date shall include any Additional Interest accrued or payable
as of such date as provided in the Registration Rights Agreement.

              "Affiliate" of any specified Person means any other Person,
directly or indirectly, controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"control" when used with respect to any Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.

              "Applicable Conversion Price" means, as applicable, with respect
to the Maturity Date or any Conversion Date, as the case may be, (a) if the
Current Market Price is greater than or equal to the Conversion Price, the
Conversion Price, (b) if the Current Market Price is less than the Conversion
Price but greater than or equal to the Floor Price, the Current Market Price,
and (c) if the Current Market Price is less than the Floor Price, the Floor
Price. For the purpose of this definition, "Current Market Price" means the
average of the daily Closing Price per share of the Common Stock for the ten
consecutive Trading Days immediately prior to, but not including, the Maturity
Date or the Conversion Date, as the case may be.

              "Applicable Procedures" means, with respect to any transfer or
exchange of beneficial ownership interests in a Global Security, the rules and
procedures of the Depositary that are applicable to such transfer or exchange.
<PAGE>
              "Attributable Debt" in respect of a Sale/Leaseback Transaction
means, as at the time of determination, the present value (discounted at the
interest rate borne by the Securities, compounded annually) of the total
obligations of the lessee for rental payments during the remaining term of the
lease included in such Sale/Leaseback Transaction (including any period for
which such lease has been extended).

              "Board of Directors" means the Board of Directors of the Company
or any committee thereof duly authorized to act on behalf of such Board.

              "Business Day" means each day which is not a Legal Holiday.

              "Capital Lease Obligation" means an obligation that is required to
be classified and accounted for as a capital lease for financial reporting
purposes in accordance with GAAP, and the amount of Indebtedness represented by
such obligation shall be the capitalized amount of such obligation determined in
accordance with GAAP; and the Stated Maturity thereof shall be the date of the
last payment of rent or any other amount due under such lease prior to the first
date upon which such lease may be terminated by the lessee without payment of a
penalty.

              "Capital Stock" of any Person means any and all shares, interests,
rights to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) equity of such Person, including any Preferred
Stock, but excluding any debt securities convertible into such equity.

              "Certificated Security" means a Security that is in substantially
the form attached hereto as Exhibit A and that does not include the information
or the schedule called for by footnotes 1, 3 and 4 thereof.

              "Code" means the Internal Revenue Code of 1986, as amended.

              "Common Stock" means the common stock of the Company, par value
$.25 per share, as it exists on the date of this Indenture and any shares of any
class or classes of capital stock of the Company resulting from any
reclassification or reclassifications thereof and which have no preference in
respect of dividends or of amounts payable in the event of any voluntary or
involuntary liquidation, dissolution or winding-up of the Company and which are
not subject to redemption by the Company; provided, however, that if at any time
there shall be more than one resulting class, the shares of each class then so
issuable on conversion of Securities shall be substantially in the proportion
which the total number of shares of such class resulting from all such
reclassifications bears to the total number of shares of all such classes
resulting from such reclassifications.

                                       2
<PAGE>
              "Company" means Skyworks Solutions, Inc., a Delaware corporation,
and its successors.

              "Corporate Trust Office" means the principal corporate trust
office of the Trustee at 200 Berkeley Street, 17th floor, Boston, MA 02116, or
such other office, designated by the Trustee by written notice to the Company
and approved by the Company, at which at any particular time its corporate trust
business shall be administered.

              "Currency Agreement" means in respect of a Person any foreign
exchange contract, currency swap agreement or other similar agreement designed
to protect such Person against fluctuations in currency values.

              "Default" means any event which is, or after notice or passage of
time or both would be, an Event of Default.

              "Designated Senior Indebtedness" means any Senior Indebtedness of
the Company which, at the date of determination, has an aggregate principal
amount outstanding of, or under which, at the date of determination, the holders
thereof are committed to lend up to, at least $10 million and is specifically
designated by the Company in the instrument evidencing or governing such Senior
Indebtedness as "Designated Senior Indebtedness" for purposes of this Indenture.

              "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

              "Floor Price" shall be equal to 80% of the Conversion Price.

              "GAAP" means generally accepted accounting principles in the
United States of America as in effect as of November 12, 2002, including those
set forth in (1) the opinions and pronouncements of the Accounting Principles
Board of the American Institute of Certified Public Accountants, (2) statements
and pronouncements of the Financial Accounting Standards Board, (3) such other
statements by such other entity as approved by a significant segment of the
accounting profession and (4) the rules and regulations of the SEC governing the
inclusion of financial statements (including pro forma financial statements) in
periodic reports required to be filed pursuant to Section 13 of the Exchange
Act, including opinions and pronouncements in staff accounting bulletins and
similar written statements from the accounting staff of the SEC.

              "Global Security" means a permanent Global Security that is in
substantially the form attached hereto as Exhibit A and that includes the
information and schedule called for by footnotes 1, 3 and 4 thereof and which is
deposited with the Depositary or its custodian and registered in the name of the
Depositary or its nominee.

                                       3
<PAGE>
              "Guarantee" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Indebtedness of any other Person
or any obligation, direct or indirect, contingent or otherwise, of such Person
(1) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness of such Person (whether arising by virtue of partnership
arrangements, or by agreements to keep-well, to purchase assets, goods,
securities or services, to take-or- pay or to maintain financial statement
conditions or otherwise) or (2) entered into for the purpose of assuring in any
other manner the obligee of such Indebtedness of the payment thereof or to
protect such obligee against loss in respect thereof (in whole or in part);
provided, however, that the term "Guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business. The term "Guarantee"
used as a verb has a corresponding meaning. The term "Guarantor" shall mean any
Person Guaranteeing any obligation.

              "Hedging Obligations" of any Person means the obligations of such
Person pursuant to any Interest Rate Agreement or Currency Agreement.

              "Holder" or "Securityholder" means the Person in whose name a
Security is registered on the Registrar's books.

              "Incur" means issue, assume, Guarantee, incur or otherwise become
liable for; provided, however, that any Indebtedness or Capital Stock of a
Person existing at the time such Person becomes a Subsidiary (whether by merger,
consolidation, acquisition or otherwise) shall be deemed to be Incurred by such
Person at the time it becomes a Subsidiary. The term "Incurrence" when used as a
noun shall have a correlative meaning. The accretion of principal of a
non-interest bearing or other discount security shall not be deemed the
Incurrence of Indebtedness.

              "Indebtedness" means, with respect to any Person on any date of
determination (without duplication):

              (1)   the principal of and premium (if any) in respect of (A)
       indebtedness of such Person for money borrowed and (B) indebtedness
       evidenced by notes, debentures, bonds or other similar instruments for
       the payment of which such Person is responsible or liable;

              (2)   all Capital Lease Obligations of such Person and all
       Attributable Debt in respect of Sale/Leaseback Transactions entered into
       by such Person;

              (3)   all obligations of such Person issued or assumed as the
       deferred purchase price of property, all conditional sale obligations of
       such Person and all

                                       4
<PAGE>
       obligations of such Person under any title retention agreement (but
       excluding trade accounts payable arising in the ordinary course of
       business);

              (4)   all obligations of such Person for the reimbursement of any
       obligor on any letter of credit, banker's acceptance or similar credit
       transaction (other than obligations with respect to letters of credit
       securing obligations (other than obligations described in clauses (1)
       through (3) above) entered into in the ordinary course of business of
       such Person to the extent such letters of credit are not drawn upon or,
       if and to the extent drawn upon, such drawing is reimbursed no later than
       the tenth Business Day following payment on the letter of credit);

              (5)   the amount of all obligations of such Person with respect to
       the redemption, repayment or other repurchase of any Capital Stock of
       such Person;

              (6)   all obligations of the type referred to in clauses (1)
       through (5) of other Persons and all dividends of other Persons for the
       payment of which, in either case, such Person is responsible or liable,
       directly or indirectly, as obligor, guarantor or otherwise, including by
       means of any Guarantee;

              (7)   all obligations of the type referred to in clauses (1)
       through (6) of other Persons secured by any Lien on any property or asset
       of such Person (whether or not such obligation is assumed by such
       Person), the amount of such obligation being deemed to be the lesser of
       the value of such property or assets or the amount of the obligation so
       secured; and

              (8)   to the extent not otherwise included in this definition,
       Hedging Obligations of such Person.

The amount of Indebtedness of any Person at any date shall be the outstanding
balance at such date of all unconditional obligations as described above and the
maximum liability, upon the occurrence of the contingency giving rise to the
obligation, of any contingent obligations at such date; provided, however, that
in the case of Indebtedness sold at a discount, the amount of such Indebtedness
at any time will be the accreted value thereof at such time.

              "Indenture" means this Indenture as amended or supplemented from
time to time.

              "Interest Rate Agreement" means in respect of a Person any
interest rate swap agreement, interest rate cap agreement or other financial
agreement or arrangement designed to protect such Person against fluctuations in
interest rates.

                                       5
<PAGE>
              "Issue Date" means the date on which the Securities are originally
issued.

              "Junior Notes" means the 4 3/4% Convertible Subordinated Notes due
November 15, 2007 of the Company, individually and collectively.

              "Junior Notes Indenture" means the Indenture dated as of November
12, 2002 between the Company and State Street Bank and Trust Company with
respect to the Junior Notes.

              "Lien" means any mortgage, pledge, security interest, encumbrance,
lien or similar charge.

              "Maturity Date" means June 30, 2005.

              "Obligations" means with respect to any Indebtedness all
obligations for principal, premium, interest, penalties, fees, indemnifications,
reimbursements, and other amounts payable pursuant to the documentation
governing such Indebtedness.

              "Officer" means the Chief Executive Officer, the President, any
Vice President, the Treasurer, the Corporate Controller or the Secretary of the
Company.

              "Officer's Certificate" means a certificate signed by an Officer.

              "Opinion of Counsel" means a written opinion from legal counsel
who is acceptable to the Trustee. The counsel may be an employee of or counsel
to the Company or the Trustee.

              "Person" means any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust,
unincorporated organization, government or any agency or political subdivision
thereof or any other entity.

              "Preferred Stock", as applied to the Capital Stock of any Person,
means Capital Stock of any class or classes (however designated) which is
preferred as to the payment of dividends or distributions, or as to the
distribution of assets upon any voluntary or involuntary liquidation or
dissolution of such Person, over shares of Capital Stock of any other class of
such Person.

              "principal" of a Security means the principal plus the premium, if
any, of the Security payable on the Security which is due or overdue or is to
become due at the relevant time.

                                       6
<PAGE>
              "Refinance" means, in respect of any Indebtedness, to refinance,
extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue
other Indebtedness in exchange or replacement for, such indebtedness.
"Refinanced" and "Refinancing" shall have correlative meanings.

              "Registration Rights Agreement" means the Registration Rights
Agreement dated November 12, 2002 between the Company and Conexant Systems, Inc.

              "Representative" means any trustee, agent or representative (if
any) for an issue of Senior Indebtedness; provided, however, that if and for so
long as any Senior Indebtedness lacks such a representative, then the
Representative for such Senior Indebtedness shall at all times be the holders of
a majority in outstanding principal amount of such Senior Indebtedness.

              "Restricted Certificated Security" means a Certificated Security
which is a Transfer Restricted Security.

              "Restricted Global Security" means a Global Security which is a
Transfer Restricted Security.

              "Sale/Leaseback Transaction" means an arrangement relating to
property now owned or hereafter acquired whereby the Company transfers such
property to an unaffiliated Person and the Company leases it from such Person.

              "SEC" means the Securities and Exchange Commission.

              "Securities" means the securities issued under this Indenture
which shall be "Designated Senior Indebtedness" (as defined in the Junior Notes
Indenture) for purposes of the Junior Notes Indenture.

              "Securities Act" means the Securities Act of 1933, as amended.

              "Securities Custodian" means the custodian with respect to a
Global Security (as appointed by the Depository), or any successor Person
thereto and shall initially be the Trustee.

              "Senior Indebtedness" means with respect to any Person all (1)
Indebtedness of such Person, whether outstanding on the Issue Date or thereafter
Incurred and (2) all other Obligations of such Person (including interest
accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to such Person whether or not post-filing interest is
allowed in such proceeding) in respect of Indebtedness described in clause (1)
above unless, in the case of clauses (1) and (2), in the instrument creating or
evidencing the same or pursuant to which the same is outstanding, it is
expressly

                                       7
<PAGE>
provided that such Indebtedness or other Obligations are not superior in right
of payment to the Securities; provided, however, that Senior Indebtedness shall
not include (i) any obligation of such Person to any Subsidiary, (ii) any
liability for Federal, state, local or other taxes owed or owing by such Person
or (iii) any accounts payable or other liability to trade creditors arising in
the ordinary course of business (including guarantees thereof or instruments
evidencing such liabilities).

              "Stated Maturity" means, with respect to any security, the date
specified in such security as the fixed date on which the final payment of
principal of such security is due and payable, including pursuant to any
mandatory redemption provision (but excluding any provision providing for the
repurchase of such security at the option of the holder thereof upon the
happening of any contingency unless such contingency has occurred).

              "Subsidiary" means, in respect of any Person, any corporation,
association, partnership or other business entity of which more than 50% of the
total voting power of shares of Capital Stock or other interests (including
partnership interests) entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof
is at the time owned or controlled, directly or indirectly, by (1) such Person,
(2) such Person and one or more Subsidiaries of such Person or (3) one or more
Subsidiaries of such Person.

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

              "Trading Day" means, with respect to any security, each Monday,
Tuesday, Wednesday, Thursday and Friday, other than any day on which securities
are not generally traded on the principal exchange or market in which such
security is traded.

              "Trustee" means the party named as such in this Indenture until a
successor replaces it and, thereafter, means the successor.

              "Trust Officer" means any officer within the Corporate Trust
Office of the Trustee with direct responsibility for the administration of this
Indenture and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his or her
knowledge and familiarity with the particular subject.

              "Unrestricted Certificated Security" means a Certificated Security
that is not a Transfer Restricted Security.

              "Unrestricted Global Security" means a Global Security that is not
a Transfer Restricted Security.

                                       8
<PAGE>
              "Voting Stock" means any class or classes of Capital Stock
pursuant to which the holders thereof under ordinary circumstances have the
power to vote in the election of the board of directors, managers or trustees of
any Person, or other persons performing similar functions irrespective of
whether or not the Capital Stock of any other class or classes shall have, or
might have, voting power by reason of the happening of any contingency.

              Section 1.02. Other Definitions.

<TABLE>
<CAPTION>
                                                                                           Defined in
                                        Term                                                 Section
                                     ----------                                          --------------
<S>                                                                                      <C>
"Agent Members"..................................................................             2.01(c)
"Bankruptcy Law".................................................................             7.01
"Blockage Notice"................................................................            11.03
"Change in Control"..............................................................             4.07(a)
"Change in Control Purchase Date"................................................             4.07(a)
"Change in Control Purchase Notice"..............................................             4.07(c)
"Change in Control Purchase Price"...............................................             4.07(a)
"Closing Price"..................................................................             5.06(f)
"Conversion Agent"...............................................................             2.03
"Conversion Date"................................................................             5.02
"Conversion Price"...............................................................             5.06
"Current Market Price Per Share".................................................             5.06(f)
"Custodian"......................................................................             7.01
"Depositary".....................................................................             2.01(b)
"Determination Date".............................................................             5.06(d)
"DTC"............................................................................             2.01(b)
"Expiration Date"................................................................             5.06(e)
"Expiration Time"................................................................             5.06(e)
"Event of Default"...............................................................             7.01
"Legal Holiday"..................................................................            12.08
"NNM"............................................................................             5.06(f)
"NYSE"...........................................................................             5.06(f)
"Optional Redemption"............................................................             3.01
"Optional Redemption Date".......................................................             3.01
"Optional Redemption Price"......................................................             3.01
"pay the Securities".............................................................            11.03
"Paying Agent"...................................................................             2.03
"Payment Blockage Period"........................................................            11.03
"Payment Default"................................................................            11.03
"Purchased Shares"...............................................................             5.06(e)
</TABLE>

                                       9
<PAGE>
<TABLE>
<CAPTION>
                                                                                      Defined in
                                        Term                                            Section
                                     ----------                                     --------------
<S>                                                                                 <C>
"Refinancing Agreement"..........................................................        2.01(a)
"Registrar"......................................................................        2.03
"Successor Person"...............................................................        6.01
"Transfer Certificate"...........................................................        2.08(f)(1)
"Transfer Restricted Security"...................................................        2.08(f)(1)
"Triggering Distribution"........................................................        5.06(d)
"Unissued Shares"................................................................        4.07(a)
</TABLE>

              Section 1.03. Incorporation by Reference of Trust Indenture Act.
The mandatory provisions of the TIA are incorporated by reference in and made a
part of this Indenture. The following TIA terms have the following meanings:

              "Commission" means the SEC;

              "indenture security holder" means a Securityholder;

              "indenture to be qualified" means this Indenture;

              "indenture trustee" or "institutional trustee" means the Trustee;
       and

              "obligor" on the indenture securities means the Company and any
       other obligor on the Securities.

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

              Section 1.04. Rules of Construction. Unless the context otherwise
requires:

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

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

              (3)   "or" is not exclusive;

              (4)   "including" means including without limitation;

              (5)   words in the singular include the plural and words in the
       plural include the singular;

                                       10
<PAGE>
              (6)   unsecured Indebtedness shall not be deemed to be subordinate
       or junior to Indebtedness secured by a Lien merely by virtue of its
       nature as unsecured Indebtedness;

              (7)   the principal amount of any noninterest bearing or other
       discount security at any date shall be the principal amount thereof that
       would be shown on a balance sheet of the Company dated such date prepared
       in accordance with GAAP; and

              (8)   all references to any amount of interest or any other amount
       payable on or with respect to any of the Securities shall be deemed to
       include payment of any Additional Interest pursuant to the Registration
       Rights Agreement.

                                   ARTICLE 2

                                 THE SECURITIES

              Section 2.01. Form and Dating.

              (a)   Form and Dating. The Securities and the Trustee's
certificate of authentication shall be substantially in the form of Exhibit A,
which is hereby incorporated in and expressly made part of this Indenture. The
Securities may have notations, legends or endorsements required by law, stock
exchange rule, agreements to which the Company is subject, if any, or usage
(provided that any such notation, legend or endorsement is in a form acceptable
to the Company). The Securities are being issued by the Company pursuant to the
Refinancing Agreement dated as of November 6, 2002 (the "Refinancing
Agreement"), between the Company and Conexant Systems, Inc., in exchange for the
Interim Convertible Note (as defined in the Refinancing Agreement). Each
Security shall be dated the date of its authentication. The terms of the
Securities set forth in Exhibit A are part of the terms of this Indenture.

              (b)   Global Securities. Any Securities issued in the form of one
or more Global Securities shall be deposited on behalf of the Holders of the
Securities represented thereby with the Trustee, at its Corporate Trust Office,
as custodian for the depositary, The Depository Trust Company ("DTC") (such
depositary, or any successor thereto, being hereinafter referred to as the
"Depositary"), and registered in the name of its nominee, Cede & Co., duly
executed by the Company and authenticated by the Trustee as hereinafter
provided.

              (c)   Global Securities in General. Each Global Security shall
represent such of the outstanding Securities as shall be specified therein and
each shall provide that

                                       11
<PAGE>
it shall represent the aggregate amount of outstanding Securities from time to
time endorsed thereon and that the aggregate amount of outstanding Securities
represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges, redemptions, purchases or conversions of such
Securities. Any endorsement of a Global Security to reflect the amount of any
increase or decrease in the amount of outstanding Securities represented thereby
shall be made by the Securities Custodian in accordance with the standing
instructions and procedures existing between the Depositary and the Securities
Custodian.

              Members of, or participants in, the Depositary ("Agent Members")
shall have no rights under this Indenture with respect to any Global Security
held on their behalf by the Depositary or under any Global Security, and the
Depositary (including, for this purpose, its nominee) may be treated by the
Company, the Trustee and any agent of the Company or the Trustee as the absolute
owner and Holder of such Global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall (1) prevent the Company, the
Trustee or any agent of the Company or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by the Depositary
or (2) impair, as between the Depositary and its Agent Members, the operation of
customary practices governing the exercise of the rights of a Holder of any
Security.

              Section 2.02. Execution and Authentication. An Officer shall sign
the Securities for the Company by manual or facsimile signature. Typographic and
other minor defects in any facsimile signature shall not affect the validity or
enforceability of any Security which has been authenticated and delivered by the
Trustee.

              If an Officer whose signature is on a Security no longer holds
that office at the time the Trustee authenticates the Security, the Security
shall be valid nevertheless.

              A Security shall not be valid until an authorized signatory of the
Trustee manually signs the certificate of authentication on the Security. The
signature shall be conclusive evidence that the Security has been authenticated
under this Indenture.

              On the Issue Date, the Trustee shall authenticate and deliver $45
million of 15% Convertible Senior Subordinated Notes due June 30, 2005, which
initially will be represented by a Restricted Certificated Security. The
aggregate principal amount of Securities outstanding at any time may not exceed
$45 million except as provided in Section 2.10.

              The Trustee may appoint an authenticating agent reasonably
acceptable to the Company to authenticate the Securities. Unless limited by the
terms of such appointment, an authenticating agent may authenticate Securities
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes

                                       12
<PAGE>
authentication by such agent. An authenticating agent has the same rights as any
Registrar, Paying Agent or agent for service of notices and demands.

              Section 2.03. Registrar, Paying Agent and Conversion Agent. The
Company shall maintain an office or agency where Securities may be presented for
registration of transfer or for exchange (the "Registrar"), an office or agency
where Securities may be presented for payment (the "Paying Agent") and one or
more offices or agencies where securities may be presented for conversion (each,
a "Conversion Agent"). The Registrar shall keep a register of the Securities and
of their transfer and exchange. The Company may have one or more co-registrars
and one or more additional paying agents. The term "Paying Agent" includes any
additional paying agent.

              The Company shall enter into an appropriate agency agreement with
any Registrar, co-registrar, Paying Agent or Conversion Agent not a party to
this Indenture, which shall incorporate the terms of the TIA. The agreement
shall implement the provisions of this Indenture that relate to such agent. The
Company shall notify the Trustee of the name and address of any such agent. If
the Company fails to maintain a Registrar, Paying Agent or Conversion Agent, the
Trustee shall act as such and shall be entitled to appropriate compensation
therefor pursuant to Section 8.07. The Company may act as Paying Agent,
Registrar, co-registrar, transfer agent or Conversion Agent.

              The Company initially appoints the Trustee as Registrar, Paying
Agent and Conversion Agent in connection with the Securities.

              Section 2.04. Maintenance of Office or Agency. The Company shall
maintain in the Borough of Manhattan, the City of New York, an office or agency
(which may be an office of the Trustee or an affiliate of the Trustee, Registrar
or co-registrar) where Securities may be surrendered for registration of
transfer or for exchange and where notices and demands to or upon the Company in
respect of the Securities and this Indenture may be served. Such office shall
initially be Wachovia Bank, National Association, at 40 Broad Street in the City
of New York. The Company shall give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee.

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

                                       13
<PAGE>
York, for such purposes. The Company shall give prompt written notice to the
Trustee of any such designation or rescission and of any change in the location
of any such other office or agency.

              Section 2.05. Paying Agent to Hold Money and Shares of Common
Stock in Trust. Prior to 11:00 a.m. New York City time on each due date of the
principal and interest on any Security, the Company shall deposit with the
Paying Agent (i) a sum sufficient to pay such principal (if to be due in cash)
and interest when so becoming due or (ii) a number of shares of Common Stock
sufficient to pay such principal (if to be due in shares of Common Stock) in
accordance with paragraph 2 or 16 of the Form of Security attached hereto as
Exhibit A. The Company shall require each Paying Agent (other than the Trustee)
to agree in writing that the Paying Agent shall hold in trust for the benefit of
Securityholders or the Trustee all money and shares of Common Stock held by the
Paying Agent for the payment of principal of or interest on the Securities and,
if the Paying Agent is different than the Trustee, shall notify the Trustee of
any default by the Company in making any such payment, and while any such
default continues, the Trustee may require the Paying Agent to pay all money and
shares of Common Stock held by it to the Trustee. If the Company or a Subsidiary
acts as Paying Agent, it shall segregate the money and shares of Common Stock
held by it as Paying Agent and hold it as a separate trust fund. The Company at
any time may require a Paying Agent to pay all money and shares of Common Stock
held by it to the Trustee and to account for any funds and shares of Common
Stock disbursed by the Paying Agent. Upon complying with this Section, the
Paying Agent shall have no further liability for the money and shares of Common
Stock delivered to the Trustee.

              Section 2.06. Securityholder Lists. The Trustee shall preserve in
as current a form as is reasonably practicable the most recent list available to
it of the names and addresses of Securityholders. If the Trustee is not the
Registrar, the Company shall furnish to the Trustee, in writing at least five
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of Securityholders.

              Section 2.07. Transfer and Exchange. The Securities shall be
issued in registered form and shall be transferable only upon the surrender of a
Security for registration of transfer. When a Security is presented to the
Registrar or a co-registrar with a request to register a transfer, the Registrar
shall register the transfer as requested if the requirements of this Indenture
are satisfied. When Securities are presented to the Registrar or a co-registrar
with a request to exchange them for an equal principal amount of Securities of
other denominations, the Registrar shall make the exchange as requested if the
same requirements are met. To permit registration of transfers and exchanges,
the Company shall execute and the Trustee shall authenticate Securities at the
Registrar's or

                                       14
<PAGE>
co-registrar's request. The Company or the Registrar may require payment by the
Holder of a sum sufficient to pay all taxes, assessments or other governmental
charges in connection with any transfer or exchange pursuant to this Section.
The Company shall not be required to make and the Registrar need not register
transfers or exchanges of Securities selected for redemption (except, in the
case of Securities to be redeemed in part, the portion thereof not to be
redeemed) or any Securities for a period of 15 days before a selection of
Securities to be redeemed or 15 days before an interest payment date.

              Prior to the due presentation for registration of transfer of any
Security, the Company, the Trustee, the Paying Agent, the Registrar or any
co-registrar may deem and treat the person in whose name a Security is
registered as the absolute owner of such Security for the purpose of receiving
payment of principal of and (subject to the provisions of the Securities with
respect to record dates) interest on such Security and for all other purposes
whatsoever, whether or not such Security is overdue, and none of the Company,
the Trustee, the Paying Agent, the Registrar or any co-registrar shall be
affected by notice to the contrary.

              All Securities issued upon any transfer or exchange pursuant to
the terms of this Indenture will evidence the same debt and will be entitled to
the same benefits under this Indenture as the Securities surrendered upon such
transfer or exchange.

              Section 2.08. Additional Transfer and Exchange Requirements.

              (a)   Transfer and Exchange of Global Securities. (1) Certificated
Securities shall be issued in exchange for interests in the Global Securities
only if (x) the Depositary notifies the Company that it is unwilling or unable
to continue as depositary for the Global Securities or if it at any time ceases
to be a "clearing agency" registered under the Exchange Act, if so required by
applicable law or regulation and a successor depositary is not appointed by the
Company within 90 days, (y) an Event of Default has occurred and is continuing
or (z) the Company, in its sole discretion, notifies the Trustee in writing that
it elects to cause the issuance of Certificated Securities. In any such case,
the Company shall execute, and the Trustee shall, upon receipt of an order from
the Company (which the Company agrees to deliver promptly), authenticate and
deliver Certificated Securities in an aggregate principal amount equal to the
principal amount of such Global Securities in exchange therefor. Only Restricted
Certificated Securities shall be issued in exchange for beneficial interests in
Restricted Global Securities, and only Unrestricted Certificated Securities
shall be issued in exchange for beneficial interests in Unrestricted Global
Securities. Certificated Securities issued in exchange for beneficial interests
in Global Securities shall be registered in such names and shall be in such
authorized denominations as the Depositary, pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the Trustee. The
Trustee shall deliver or

                                       15
<PAGE>
cause to be delivered such Certificated Securities to the persons in whose names
such Securities are so registered. Such exchange shall be effected in accordance
with the Applicable Procedures.

              (2)   Notwithstanding any other provisions of this Indenture other
than the provisions set forth in Section 2.08(a)(1), a Global Security may not
be transferred as a whole except by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary.

              (b)   Transfer and Exchange of Certificated Securities. When
Certificated Securities are presented by a Holder to a Registrar with a request:

              (x)   to register the transfer of the Certificated Securities to a
       person who will take delivery thereof in the form of Certificated
       Securities only; or

              (y)   to exchange such Certificated Securities for an equal
       principal amount of Certificated Securities of other authorized
       denominations;

such Registrar shall register the transfer or make the exchange as requested if
the requirements for such transaction under this Indenture are satisfied;
provided, however, that the Certificated Securities presented or surrendered for
register of transfer or exchange:

              (1)   shall be duly endorsed or accompanied by an assignment form
       and, if applicable, a transfer certificate each in the form included in
       Exhibit A, and in a form satisfactory to the Registrar duly executed by
       the Holder thereof or its attorney duly authorized in writing; and

              (2)   in the case of a Restricted Certificated Security, such
       request shall be accompanied by the following additional information and
       documents, as applicable:

                    (i)    if such Restricted Certificated Security is being
              delivered to the Registrar by a Holder for registration in the
              name of such Holder, without transfer, or such Restricted
              Certificated Security is being transferred to the Company or a
              Subsidiary of the Company, a certification to that effect from
              such Holder (in substantially the form set forth in the Transfer
              Certificate);

                    (ii)   if such Restricted Certificated Security is being
              transferred pursuant to an effective registration statement under
              the Securities Act, a

                                       16
<PAGE>
              certification to that effect from such Holder (in substantially
              the form set forth in the Transfer Certificate); or

                    (iii)  if such Restricted Certificated Security is being
              transferred (x) pursuant to an exemption from the registration
              requirements of the Securities Act in accordance with Rule 144,
              (y) outside the United States in an offshore transaction within
              the meaning of Regulation S under the Securities Act in compliance
              with Rule 904 under the Securities Act or (z) (A) pursuant to an
              exemption from the registration requirements of the Securities Act
              (other than pursuant to Rule 144 or Rule 904), and (B) as a
              result, such Security shall cease to be a "restricted security"
              within the meaning of Rule 144, a certification to that effect
              from the Holder (in substantially the form set forth in the
              Transfer Certificate) and, if the Company or such Registrar so
              requests, an Opinion of Counsel, certificates and other
              information reasonably acceptable to the Company and such
              Registrar to the effect that such transfer is in compliance with
              the requirements of the Securities Act.

              (c)   Transfer of a Beneficial Interest in a Restricted Global
Security for a Beneficial Interest in an Unrestricted Global Security. Any
person having a beneficial interest in a Restricted Global Security may upon
request, subject to the Applicable Procedures, transfer such beneficial interest
to a person who is required or permitted to take delivery thereof in the form of
an Unrestricted Global Security. Upon receipt by the Trustee of written
instructions, or such other form of instructions as is customary for the
Depositary, from the Depositary or its nominee on behalf of any person having a
beneficial interest in a Restricted Global Security and the following additional
information and documents in such form as is customary for the Depositary from
the Depositary or its nominee on behalf of the person having such beneficial
interest in the Restricted Global Security (all of which may be submitted by
facsimile or electronically):

              (1)   if such beneficial interest is being transferred pursuant to
       an effective registration statement under the Securities Act, a
       certification to that effect from the transferor (in substantially the
       form set forth in the Transfer Certificate); or

              (2)   if such beneficial interest is being transferred (i)
       pursuant to an exemption from the registration requirements of the
       Securities Act in accordance with Rule 144, (ii) outside the United
       States in an offshore transaction within the meaning of Regulation S
       under the Securities Act in compliance with Rule 904 under the Securities
       Act or (iii) (A) pursuant to an exemption from the registration
       requirements of the Securities Act (other than pursuant to Rule 144 or
       Rule 904) and (B) as a result, such Security shall cease to be a
       "restricted security" within the meaning of Rule 144, a certification to
       that effect from the transferor (in substantially the form set forth in
       the Transfer Certificate) and, if the Company or

                                       17
<PAGE>
       the Trustee so requests, an Opinion of Counsel, certificates and other
       information reasonably acceptable to the Company and the Trustee to the
       effect that such transfer is in compliance with the requirements of the
       Securities Act;

the Trustee, as a Registrar and Securities Custodian, shall reduce or cause to
be reduced the aggregate principal amount of the Restricted Global Security by
the appropriate principal amount and shall increase or cause to be increased the
aggregate principal amount of the Unrestricted Global Security by a like
principal amount. Such transfer shall otherwise be effected in accordance with
the Applicable Procedures. If no Unrestricted Global Security is then
outstanding, the Company shall execute and the Trustee shall, upon receipt of a
Company Order (which the Company agrees to deliver promptly), authenticate and
deliver an Unrestricted Global Security.

              (d)   Transfer of a Beneficial Interest in an Unrestricted Global
Security for a Beneficial Interest in a Restricted Global Security. In the event
that Transfer Restricted Securities are eligible for book-entry settlement with
the Depositary, any person having a beneficial interest in an Unrestricted
Global Security may upon request, subject to the Applicable Procedures, transfer
such beneficial interest to a person who is required or permitted to take
delivery thereof in the form of a Restricted Global Security. Upon receipt by
the Trustee of written instructions or such other form of instructions as is
customary for the Depositary, from the Depositary or its nominee, on behalf of
any person having a beneficial interest in an Unrestricted Global Security and,
in such form as is customary for the Depositary, from the Depositary or its
nominee on behalf of the person having such beneficial interest in the
Unrestricted Global Security (all of which may be submitted by facsimile or
electronically) a certification from the transferor (in substantially the form
set forth in the Transfer Certificate) to the effect that such beneficial
interest is being transferred to a person that the transferor reasonably
believes is required or permitted to hold the Security as a Transfer Restricted
Security, the Trustee, as a Registrar and Securities Custodian, shall reduce or
cause to be reduced the aggregate principal amount of the Unrestricted Global
Security by the appropriate principal amount and shall increase or cause to be
increased the aggregate principal amount of the Restricted Global Security by a
like principal amount. Such transfer shall otherwise be effected in accordance
with the Applicable Procedures. If no Restricted Global Security is then
outstanding, the Company shall execute and the Trustee shall, upon receipt of a
Company Order (which the Company agrees to deliver promptly), authenticate and
deliver a Restricted Global Security.

              (e)   Transfers or Exchanges of Certificated Securities for
Beneficial Interest in Global Securities. In the event that (1) Certificated
Securities are issued in exchange for beneficial interests in Global Securities
and, thereafter, the events or conditions specified in Section 2.08(a)(1) which
required such exchange shall cease to exist or (2) Transfer Restricted
Securities (including the Restricted Certificated Securities

                                       18
<PAGE>
issued pursuant to Section 2.02) would be eligible for book-entry settlement
with the Depositary if in the form of a Global Security, the Company shall mail
notice to the Trustee and to the Holders stating that Holders may exchange
Certificated Securities for interests in Global Securities by complying with the
procedures set forth in this Indenture and briefly describing such procedures
and the events or circumstances requiring that such notice be given. Provided
that no events or conditions specified in Section 2.08(a)(1) exist, if
Certificated Securities described in the immediately preceding sentence or
Unrestricted Certificated Securities issued upon transfer or exchange of
Restricted Certificated Securities pursuant to Section 2.08(b) are presented by
a Holder to a Registrar with a request:

              (x)   to register the transfer of such Certificated Securities to
       a person who will take delivery thereof in the form of a beneficial
       interest in a Global Security, which request shall specify whether such
       Global Security will be a Restricted Global Security or an Unrestricted
       Global Security; or

              (y)   to exchange such Certificated Securities for an equal
       principal amount of beneficial interests in a Global Security, which
       beneficial interests will be owned by the Holder transferring such
       Certificated Securities (provided that in the case of such an exchange,
       Restricted Certificated Securities may be exchanged only for Restricted
       Global Securities and Unrestricted Certificated Securities may be
       exchanged only for Unrestricted Global Securities);

the Registrar shall register the transfer or make the exchange as requested by
canceling such Certificated Security and causing, or directing the Securities
Custodian to cause, the aggregate principal amount of the applicable Global
Security to be increased accordingly and, if no such Global Security is then
outstanding, the Company shall issue and the Trustee shall authenticate and
deliver a new Global Security; provided, however, that the Certificated
Securities presented or surrendered for registration of transfer or exchange:

              (1)   shall be duly endorsed or accompanied by a written
       instrument of transfer in accordance with the provisions of Section
       2.08(b)(y)(1);

              (2)   in the case of a Restricted Certificated Security to be
       transferred for a beneficial interest in an Unrestricted Global Security,
       such request shall be accompanied by the following additional information
       and documents, as applicable:

                    (i)    if such Restricted Certificated Security is being
              transferred pursuant to an effective registration statement under
              the Securities Act, a certification to that effect from such
              Holder (in substantially the form set forth in the Transfer
              Certificate); or

                                       19
<PAGE>
                    (ii)   if such Restricted Certificated Security is being
              transferred (x) pursuant to an exemption from the registration
              requirements of the Securities Act in accordance with Rule 144,
              (y) outside the United States in an offshore transaction within
              the meaning of Regulation S under the Securities Act in compliance
              with Rule 904 under the Securities Act or (z) (A) pursuant to an
              exemption from the registration requirements of the Securities Act
              (other than pursuant to Rule 144 or Rule 904) and (B) as a result,
              such Security shall cease to be a "restricted security" within the
              meaning of Rule 144; a certification to that effect from such
              Holder (in substantially the form set forth in the Transfer
              Certificate), and, if the Company or the Registrar so requests, an
              Opinion of Counsel, certificates and other information reasonably
              acceptable to the Company and the Trustee to the effect that such
              transfer is in compliance with the requirements of the Securities
              Act;

              (3)   in the case of a Restricted Certificated Security to be
       transferred or exchanged for a beneficial interest in a Restricted Global
       Security, such request shall be accompanied by a certification from such
       Holder (in substantially the form set forth in the Transfer Certificate)
       to the effect that such Restricted Certificated Security is being
       transferred to a person the Holder reasonably believes is required or
       permitted to hold the Security as a Transfer Restricted Global Security
       (which, in the case of an exchange, shall be such Holder);

              (4)   in the case of an Unrestricted Certificated Security to be
       transferred or exchanged for a beneficial interest in an Unrestricted
       Global Security, such request need not be accompanied by any additional
       information or documents; and

              (5)   in the case of an Unrestricted Certificated Security to be
       transferred or exchanged for a beneficial interest in a Restricted Global
       Security, such request shall be accompanied by a certification from such
       Holder (in substantially the form set forth in the Transfer Certificate)
       to the effect that such Unrestricted Certificated Security is being
       transferred to a person the Holder reasonably believes is required or
       permitted to hold the Security as a Transfer Restricted Global Security
       (which, in the case of an exchange, shall be such Holder).

              (f)   Legends. (1) Except as permitted by the following paragraphs
(2) and (3), each Global Security and Certificated Security (and all Securities
issued in exchange therefor or upon registration of transfer or replacement
thereof) shall bear a legend in substantially the form called for by footnote 2
to Exhibit A hereto (each a "Transfer Restricted Security" for so long as it is
required by this Indenture to bear such legend). Each Transfer Restricted
Security shall have attached thereto a certificate (a "Transfer Certificate") in
substantially the form called for by footnote 5 to Exhibit A hereto.

                                       20
<PAGE>
              (2)   Unless the Holder is an affiliate of the Company for
purposes of Rule 144 or the Company is otherwise required by law to maintain the
legend on the Security, upon any sale or transfer of a Transfer Restricted
Security (v) after the expiration of the holding period applicable to sales of
the Securities under Rule 144(k) of the Securities Act, (w) pursuant to Rule
144, (x) outside the United States in an offshore transaction within the meaning
of Regulation S under the Securities Act in compliance with Rule 904 under the
Securities Act, (y) pursuant to an effective registration statement under the
Securities Act or (z) (A) pursuant to any other available exemption (other than
Rule 144 or Rule 904) from the registration requirements of the Securities Act
and (B) as a result, such Security shall cease to be a "restricted security"
within the meaning of Rule 144:

              (i)   in the case of any Restricted Certificated Security, any
       Registrar shall permit the Holder thereof to exchange such Restricted
       Certificated Security for an Unrestricted Certificated Security, or
       (under the circumstances described in Section 2.08(e)) to transfer such
       Restricted Certificated Security to a transferee who shall take such
       Security in the form of a beneficial interest in an Unrestricted Global
       Security, and in each case shall rescind any restriction on the transfer
       of such Security; provided, however, that the Holder of such Restricted
       Certificated Security shall, in connection with such exchange or
       transfer, comply with the other applicable provisions of this Section
       2.08; and

              (ii)  in the case of any beneficial interest in a Restricted
       Global Security, the Trustee shall permit the beneficial owner thereof to
       transfer such beneficial interest to a transferee who shall take such
       interest in the form of a beneficial interest in an Unrestricted Global
       Security and shall rescind any restriction on transfer of such beneficial
       interest; provided, however, that such Unrestricted Global Security shall
       continue to be subject to the provisions of Section 2.08(a)(2); and
       provided further, that the owner of such beneficial interest shall, in
       connection with such transfer, comply with the other applicable
       provisions of this Section 2.08.

              (3)   Upon the exchange, registration of transfer or replacement
of Securities not bearing the legend described in paragraph (1) above, the
Company shall execute, and the Trustee shall authenticate and deliver,
Securities that do not bear such legend and that do not have a Transfer
Certificate attached thereto.

              (4)   Unless the Holder is an affiliate of the Company for
purposes of Rule 144 or the Company is otherwise required by law to maintain the
legend on the Security, after the expiration of the holding period pursuant to
Rule 144(k) of the Securities Act applicable to a Holder of a Restricted Global
Security or Restricted Certificated Security, the Company may with the consent
of such Holder of a Restricted Global Security or Restricted Certificated
Security, remove any restriction of transfer on such Security, and

                                       21
<PAGE>
the Company shall execute, and the Trustee shall authenticate and deliver,
Securities that do not bear such legend and that do not have a Transfer
Certificate attached thereto.

              (g)   Transfers to the Company. Nothing in this Indenture or in
the Securities shall prohibit the sale or other transfer of any Securities
(including beneficial interests in Global Securities) to the Company or any of
its Subsidiaries.

              (h)   No Obligation of the Trustee.

              (i)   The Trustee shall have no responsibility or obligation to
       any beneficial owner of a Global Security, a member of, or a participant
       in the Depository or other Person with respect to the accuracy of the
       books or records, or the acts or omissions, of the Depository or its
       nominee or of any participant or member thereof, with respect to any
       ownership interest in the Securities or with respect to the delivery to
       any participant, member, beneficial owner or other Person (other than the
       Depository) of any notice (including any notice of redemption) or the
       payment of any amount, under or with respect to such Securities. All
       notices and communications to be given to the Holders and all payments to
       be made to Holders under the Securities shall be given or made only to or
       upon the order of the registered Holders (which shall be the Depository
       or its nominee in the case of a Global Security). The rights of
       beneficial owners in any Global Security shall be exercised only through
       the Depository subject to the Applicable Procedures of the Depository.
       The Trustee may rely and shall be fully protected in relying upon
       information furnished by the Depository with respect to its members,
       participants and any beneficial owners.

              (ii)  The Trustee shall have no obligation or duty to monitor,
       determine or inquire as to compliance with any restrictions on transfer
       imposed under this Indenture or under applicable law with respect to any
       transfer of any interest in any Security (including any transfers between
       or among Depository participants, members or beneficial owners in any
       Global Security) other than to require delivery of such certificates and
       other documentation or evidence as are expressly required by, and to do
       so if and when expressly required by, the terms of this Indenture, and to
       examine the same to determine substantial compliance as to form with the
       express requirements hereof.

              Section 2.09. CUSIP Numbers. The Company in issuing the Securities
may use "CUSIP" numbers (if then generally in use) and, if so, the Trustee shall
use "CUSIP" numbers in notices of redemption or purchase as a convenience to
Holders; provided, however, that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice of a redemption or purchase and
that reliance may be placed only on the other

                                       22
<PAGE>
identification numbers printed on the Securities, and any such redemption or
purchase shall not be affected by any defect in or omission of such numbers. The
Company will promptly notify the Trustee of any change in the "CUSIP" numbers.

              Section 2.10. Replacement Securities. If a mutilated Security is
surrendered to the Registrar or if the Holder of a Security claims that the
Security has been lost, destroyed or wrongfully taken, the Company shall issue
and the Trustee shall authenticate a replacement Security if the requirements of
this Indenture are met and the Holder satisfies any other reasonable
requirements of the Trustee. If required by the Trustee or the Company, such
Holder shall furnish an indemnity bond sufficient in the judgment of the Company
and the Trustee to protect the Company, the Trustee, the Paying Agent, the
Registrar and any co-registrar from any loss which any of them may suffer if a
Security is replaced. The Company and the Trustee may charge the Holder for
their expenses in replacing a Security.

              Upon the issuance of any new Securities under this Section 2.10,
the Company or the Registrar may require the payment by the Holder of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto.

              Every replacement Security is an additional obligation of the
Company.

              Section 2.11. Outstanding Securities. Securities outstanding at
any time are all Securities authenticated by the Trustee except for those
cancelled by it, those delivered to it for cancellation and those described in
this Section as not outstanding. A Security does not cease to be outstanding
because the Company or an Affiliate of the Company holds the Security.

              If a Security is replaced pursuant to Section 2.10, it ceases to
be outstanding unless the Trustee and the Company receive proof satisfactory to
them that the replaced Security is held by a bona fide purchaser, in which case
the replacement Security shall cease to be outstanding, subject to the
provisions of this Indenture.

              If the Paying Agent segregates and holds in trust, in accordance
with this Indenture, on a redemption date or maturity date money or shares of
Common Stock, as applicable, for payment of the principal of the Securities as
provided in the form of Security attached hereto as Exhibit A and this Indenture
sufficient to pay all principal and money sufficient to pay all interest payable
on that date with respect to the Securities (or portions thereof) to be redeemed
or maturing, as the case may be, and the Paying Agent is not prohibited from
paying such money and/or delivering such shares of Common Stock to the
Securityholders on that date pursuant to the terms of this Indenture, then on
and after that date such Securities (or portions thereof) cease to be
outstanding and interest on them ceases to accrue.

                                       23
<PAGE>
              Section 2.12. Temporary Securities. Until definitive Securities
are ready for delivery, the Company may prepare and the Trustee shall
authenticate temporary Securities. Temporary Securities shall be substantially
in the form of definitive Securities but may have variations that the Company
considers appropriate for temporary Securities. Without unreasonable delay, the
Company shall prepare and the Trustee shall authenticate definitive Securities
and deliver them in exchange for temporary Securities.

              Section 2.13. Cancellation. The Company at any time may deliver
Securities to the Trustee for cancellation. The Registrar and the Paying Agent
shall forward to the Trustee any Securities surrendered to them for registration
of transfer, exchange or payment. The Trustee and no one else shall cancel and
destroy all Securities surrendered for registration of transfer, exchange,
payment or cancellation and deliver a certificate of such destruction to the
Company unless the Company directs the Trustee to deliver cancelled Securities
to the Company. The Company may not issue new Securities to replace Securities
it has redeemed, paid or delivered to the Trustee for cancellation.

              Section 2.14. Defaulted Interest. If the Company defaults in a
payment of interest on the Securities, the Company shall pay defaulted interest
(plus interest on such defaulted interest to the extent lawful) as provided in
paragraph 1 of the Security in any lawful manner. The Company may pay the
defaulted interest to the persons who are Securityholders on a subsequent
special record date. The Company shall fix or cause to be fixed any such special
record date and payment date to the reasonable satisfaction of the Trustee and
shall promptly mail to each Securityholder a notice that states the special
record date, the payment date and the amount of defaulted interest to be paid.

                                   ARTICLE 3

                                   REDEMPTION

              Section 3.01. Optional Redemption. At any time on or after May 12,
2004, the Company may redeem any portion of the Securities ("Optional
Redemption"), upon giving notice as set forth in Section 3.04, at the redemption
price (the "Optional Redemption Price") specified in paragraph 5 of the form of
Security attached hereto as Exhibit A; provided, however, that if the redemption
date (the "Optional Redemption Date") falls after an interest payment record
date and on or before an interest payment date, then the interest payment will
be payable to the Holders in whose name the Securities are registered at the
close of business on the relevant record date for payment of such interest. If
the Company elects to redeem Securities pursuant to this Section 3.01 and
paragraph 5 of the Securities, it shall notify the Trustee, at the earlier of
the time the Company notifies the Holders of such redemption or 45 days prior to
the Optional Redemption Date as fixed by the Company (unless a shorter notice
shall be satisfactory to

                                       24
<PAGE>
the Trustee), of the Optional Redemption Date and the principal amount of
Securities to be redeemed. If fewer than all of the Securities are to be
redeemed, the record date relating to such redemption shall be selected by the
Company and notice thereof given to the Trustee, which record date shall not be
less than ten days after the date of notice to the Trustee.

              Section 3.02. Notices to Trustee. If the Company elects to redeem
the Securities pursuant to paragraph 5 of the Securities, it shall notify the
Trustee in writing of the redemption date and the principal amount of Securities
to be redeemed.

              Section 3.03. Selection of Securities to Be Redeemed. If fewer
than all the Securities are to be redeemed, the Trustee shall select the
Securities to be redeemed pro rata or by lot or by a method that complies with
applicable legal and securities exchange requirements, if any, and that the
Trustee in its sole discretion considers to be fair and appropriate. The Trustee
shall make the selection from outstanding Securities not previously called for
redemption. The Trustee may select for redemption portions of the principal of
Securities that have denominations larger than $1,000. Securities and portions
of them the Trustee selects shall be in amounts of $1,000 or a whole multiple of
$1,000. Provisions of this Indenture that apply to Securities called for
redemption also apply to portions of Securities called for redemption. The
Trustee shall notify the Company promptly of the Securities or portions of
Securities to be redeemed. If any Security selected for partial redemption is
converted in part before termination of the conversion right with respect to the
portion of the Security so selected, the converted portion of such Security
shall be deemed to be the portion selected for redemption. Securities which have
been converted during the selection of Securities to be redeemed shall be
treated by the Trustee as outstanding for the purpose of such selection.

              Section 3.04. Notice of Redemption. At least 20 days but not more
than 60 days before an Optional Redemption Date, the Company shall mail or
deliver a notice of redemption to each Holder of Securities to be redeemed at
such Holder's registered address.

              The notice shall identify the Securities (including CUSIP numbers)
to be redeemed and shall state:

              (1)   the Optional Redemption Date;

              (2)   the Optional Redemption Price;

              (3)   the name and address of the Paying Agent;

              (4)   the then-current Conversion Price and Floor Price;

                                       25
<PAGE>
              (5)   that Securities called for redemption must be surrendered to
       the Paying Agent to collect the Optional Redemption Price;

              (6)   if fewer than all the outstanding Securities are to be
       redeemed, the identification and principal amounts of the particular
       Securities to be redeemed;

              (7)   that, unless the Company defaults in making such redemption
       payment or the Paying Agent is prohibited from making such payment
       pursuant to the terms of this Indenture, interest on Securities (or
       portion thereof) called for redemption ceases to accrue on and after the
       Optional Redemption Date;

              (8)   that Holders who wish to convert Securities must surrender
       such Securities for conversion no later than the close of business on the
       Business Day immediately preceding the Optional Redemption Date and must
       satisfy the other requirements in Article 5 hereof and paragraph 8 of the
       Securities; and

              (9)   that no representation is made as to the correctness or
       accuracy of the CUSIP number, if any, listed in such notice or printed on
       the Securities.

If any of the Securities to be redeemed is in the form of a Global Security,
then the Company shall modify such notice to the extent necessary, to accord
with the Applicable Procedures of the Depositary applicable to redemptions.

              At the Company's request, upon at least five (5) days' prior
notice to the Trustee, the Trustee shall give the notice of redemption in the
Company's name and at the Company's expense. In such event, the Company shall
provide the Trustee with the information required by this Section.

              Section 3.05. Effect of Notice of Redemption. Once notice of
redemption is mailed, Securities called for redemption become due and payable on
the Optional Redemption Date and at the Optional Redemption Price stated in the
notice, except for Securities that are converted in accordance with the
provisions of Article 5. Upon surrender to the Paying Agent, such Securities
shall be paid at the Optional Redemption Price stated in the notice, plus
accrued interest to the Optional Redemption Date (subject to the right of
Holders of record on the relevant record date to receive interest due on the
relevant interest payment date) and such Securities will be delivered to the
Trustee for cancellation. Failure to give notice or any defect in the notice to
any Holder shall not affect the validity of the notice to any other Holder.

              Section 3.06. Deposit of Redemption Price. Prior to the Optional
Redemption Date, the Company shall deposit with the Paying Agent (or, if the
Company or a Subsidiary is the Paying Agent, shall segregate and hold in trust)
money sufficient to

                                       26
<PAGE>
pay the Optional Redemption Price of and accrued interest (subject to the right
of Holders of record on the relevant record date to receive interest due on the
relevant interest payment date) on all Securities to be redeemed on that date
other than Securities or portions of Securities called for redemption which have
been delivered by the Company to the Trustee for cancellation or conversion. The
Paying Agent shall return to the Company any money not required for that purpose
because of the conversion of the Securities pursuant to Article 5.

              Section 3.07. Securities Redeemed in Part. Upon surrender of a
Security that is redeemed in part, the Company shall execute and the Trustee
shall authenticate for the Holder (at the Company's expense) a new Security
equal in principal amount to the unredeemed portion of the Security surrendered.

                                   ARTICLE 4

                                   COVENANTS

              Section 4.01. Payment of Securities. The Company shall promptly
pay the principal of and interest on the Securities on the dates and in the
manner provided in the Securities and in this Indenture. Principal and interest
shall be considered paid on the date due if on such date the Trustee or the
Paying Agent holds in accordance with this Indenture money or shares of Common
Stock, as applicable, for payment of the principal of the Securities provided in
the form of Security attached hereto as Exhibit A and this Indenture sufficient
to pay all principal and money sufficient to pay all interest then due and the
Trustee or the Paying Agent, as the case may be, is not prohibited from paying
such money or shares of Common Stock to the Securityholders on that date
pursuant to the terms of this Indenture.

              The Company shall pay interest on overdue principal at the rate
specified therefor in the Securities, and it shall pay interest on overdue
installments of interest at the rate provided in paragraph 1 of the Security to
the extent lawful. The conversion of any Securities pursuant to Article 5
hereof, together with the making of any cash payments or payments in Common
Stock required to be made in accordance with the terms of the Securities and
this Indenture, shall satisfy the Company's obligations under this Section 4.01
with respect to such Securities.

              Section 4.02. SEC Reports. Whether or not subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, the Company will file
with the SEC and provide the Trustee with such annual reports and such
information, documents and other reports as are specified in Sections 13 and
15(d) of the Exchange Act and applicable to a U.S. corporation subject to such
Sections, at the times specified for such

                                       27
<PAGE>
filings under such Sections. The Company also shall comply with the other
provisions of TIA Section 314(a) as may be required under the provisions of
the TIA. Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely on an Officer's Certificate).

              Section 4.03. Compliance Certificates. The Company shall deliver
to the Trustee within 120 days after the end of each fiscal year of the Company
certificates of the principal executive officer, the principal financial officer
or the principal accounting officer of the Company stating whether or not the
signer knows of any Default that occurred during such Period. If such signer
does, the certificate shall describe the Default, its status and what action the
Company is taking or proposes to take with respect thereto. The Company also
shall comply with TIA Section 314(a)(4).

              Section 4.04. Further Instruments and Acts. Upon request of the
Trustee, the Company will execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purposes of this Indenture.

              Section 4.05. Maintenance of Corporate Existence. Except as
otherwise permitted by this Indenture, the Company will do or cause to be done
all things necessary to preserve and keep in full force and effect its corporate
existence.

              Section 4.06. Payment of Additional Interest. If Additional
Interest is payable by the Company pursuant to the Registration Rights
Agreement, the Company shall deliver to the Trustee a certificate to that effect
stating (i) the amount of such Additional Interest that is payable and (ii) the
date on which such Additional Interest is payable. Unless and until a Trust
Officer of the Trustee receives such a certificate, the Trustee may assume
without inquiry that no such Additional Interest is payable. If the Company has
paid Additional Interest directly to the Persons entitled to it, the Company
shall deliver to the Trustee a certificate setting forth the particulars of such
payment.

              Section 4.07. Purchase of Securities at Option of the Holder upon
Change in Control. (a) If at any time that Securities remain outstanding there
shall occur a Change in Control, Securities shall be purchased by the Company at
the option of the Holders thereof as of the date that is no less than 30 days
and no more than 60 days from the date such notice is mailed or delivered as
required by subsection (b) of this Section 4.07 (the "Change in Control Purchase
Date") at a purchase price in cash equal to the principal amount of the
Securities, plus accrued and unpaid interest to, but excluding, the Change in
Control Purchase Date (the "Change in Control Purchase Price"), subject to

                                       28
<PAGE>
satisfaction by or on behalf of any Holder of the requirements set forth in
subsection (c) of this Section 4.07.

              A "Change in Control" shall be deemed to have occurred if any of
the following occurs after the date hereof:

              (1)   any "person" or "group" is or becomes the "beneficial owner"
       (each as defined below), directly or indirectly, of shares of Voting
       Stock of the Company representing 50% or more of the total voting power
       of all outstanding classes of Voting Stock of the Company or such person
       or group has the power, directly or indirectly, to elect a majority of
       the members of the Board of Directors of the Company; or

              (2)   the Company consolidates with, or merges with or into,
       another Person or the Company sells, assigns, conveys, transfers, leases
       or otherwise disposes of all or substantially all of its assets, or any
       Person consolidates with, or merges with or into, the Company, in any
       such event other than pursuant to a transaction in which the Persons that
       "beneficially owned" (as defined below), directly or indirectly, shares
       of Voting Stock of the Company immediately prior to such transaction
       "beneficially own" (as defined below), directly or indirectly, shares of
       Voting Stock representing at least a majority of the total voting power
       of all outstanding classes of Voting Stock of the surviving or transferee
       Person; or

              (3)   the adoption of a plan relating to the liquidation or
       dissolution of the Company.

              For the purpose of the definition of "Change in Control", (i)
"person" and "group" have the meanings given to them for purposes of Section
13(d) and 14(d) of the Exchange Act or any successor provisions, and the term
"group" includes any group acting for the purpose of acquiring, holding or
disposing of securities within the meaning of Rule 13d-5(b)(1) under the
Exchange Act (or any successor provision thereto), (ii) a "beneficial owner"
shall be determined in accordance with Rule 13d-3 under the Exchange Act, as in
effect on the date of this Indenture, except that the number of shares of Voting
Stock of the Company shall be deemed to include, in addition to all outstanding
shares of Voting Stock of the Company and Unissued Shares (as defined below)
deemed to be held by the "person" or "group" (as such terms are defined above)
or other Person with respect to which the Change in Control determination is
being made, all Unissued Shares deemed to be held by all other Persons, (iii)
"beneficially owned" has a meaning correlative to that of beneficial owner and
(iv) "Unissued Shares" means shares of Voting Stock of the Company not
outstanding that are subject to options, warrants, rights to purchase or
conversion privileges exercisable within 60 days of the date of determination of
a Change in Control.

                                       29
<PAGE>
              Notwithstanding anything to the contrary set forth in this Section
4.07, a Change in Control will not be deemed to have occurred if either:

              (1)   the Closing Price of the Company's Common Stock for any five
       Trading Days during the ten Trading Days immediately preceding the Change
       in Control is at least equal to 105% of the Conversion Price in effect on
       such Trading Day; or

              (2)   in the case of a merger or consolidation, at least 75% of
       the consideration excluding cash payments for fractional shares in the
       merger or consolidation constituting the Change in Control consists of
       common stock traded on a United States national securities exchange or
       quoted on The Nasdaq National Market (or which will be so traded or
       quoted when issued or exchanged in connection with such Change in
       Control) and as a result of such transaction or transactions the
       Securities become convertible into such common stock.

              (b)   Within 10 Business Days after the occurrence of a Change in
Control, the Company shall mail a written notice of the Change in Control to the
Trustee (and the Paying Agent if the Trustee is not then acting as Paying Agent)
and to each Holder (and to beneficial owners as required by applicable law). The
notice shall include the form of a Change in Control Purchase Notice (as defined
below) to be completed by the Holder and shall state:

              (1)   the date of such Change in Control and, briefly, the events
       causing such Change in Control;

              (2)   the date by which the Change in Control Purchase Notice
       pursuant to this Section 4.07 must be given;

              (3)   the Change in Control Purchase Date;

              (4)   the Change in Control Purchase Price;

              (5)   the name and address of each Paying Agent and Conversion
       Agent;

              (6)   the then-current Conversion Price and Floor Price;

              (7)   that Securities as to which a Change in Control Purchase
       Notice has been given may be converted into Common Stock pursuant to
       Article 5 of this Indenture only to the extent that the Change in Control
       Purchase Notice has been withdrawn in accordance with the terms of this
       Indenture;

              (8)   the procedures that the Holder must follow to exercise
       rights under this Section 4.07;

                                       30
<PAGE>
              (9)   the procedures for withdrawing a Change in Control Purchase
       Notice, including a form of notice of withdrawal; and

              (10)  that the Holder must satisfy the requirements set forth in
       the Securities in order to convert the Securities.

              If any of the Securities is in the form of a Global Security, then
the Company shall modify such notice to the extent necessary to accord with the
procedures of the Depositary applicable to the repurchase of Global Securities.

              (c)   A Holder may exercise its rights specified in subsection (a)
of this Section 4.07 upon delivery of a written notice (which shall be in
substantially the form included in Exhibit A hereto and which may be delivered
by letter, overnight courier, hand delivery, facsimile transmission or in any
other written form and, in the case of Global Securities, may be delivered
electronically or by other means in accordance with the Depositary's customary
procedures) of the exercise of such rights (a "Change in Control Purchase
Notice") to any Paying Agent at any time prior to the close of business on the
Business Day next preceding the Change in Control Purchase Date.

              The delivery of such Security to any Paying Agent (together with
all necessary endorsements) at the office of such Paying Agent shall be a
condition to the receipt by the Holder of the Change in Control Purchase Price
therefor.

              The Company shall purchase from the Holder thereof, pursuant to
this Section 4.07, the portion of a Security specified in the Change in Control
Purchase Notice if the principal amount of such portion is $1,000 or an integral
multiple of $1,000. Provisions of the Indenture that apply to the purchase of
all of a Security pursuant to Sections 4.07 through 4.12 also apply to the
purchase of such portion of such Security.

              Notwithstanding anything herein to the contrary, any Holder
delivering to a Paying Agent the Change in Control Purchase Notice contemplated
by this subsection (c) shall have the right to withdraw such Change in Control
Purchase Notice in whole or in a portion thereof that is a principal amount of
$1,000 or in an integral multiple thereof at any time prior to the close of
business on the Business Day next preceding the Change in Control Purchase Date
by delivery of a written notice of withdrawal to the Paying Agent in accordance
with Section 4.08.

              A Paying Agent shall promptly notify the Company of the receipt by
it of any Change in Control Purchase Notice or written withdrawal thereof.

              Anything herein to the contrary notwithstanding, in the case of
Global Securities, any Change in Control Purchase Notice may be delivered or
withdrawn and

                                       31
<PAGE>
such Securities may be surrendered or delivered for purchase in accordance with
the Applicable Procedures as in effect from time to time.

              Section 4.08. Effect of Change in Control Purchase Notice. Upon
receipt by any Paying Agent of the Change in Control Purchase Notice specified
in Section 4.07(c), the Holder of the Security in respect of which such Change
in Control Purchase Notice was given shall (unless such Change in Control
Purchase Notice is withdrawn as specified below) thereafter be entitled to
receive the Change in Control Purchase Price with respect to such Security. Such
Change in Control Purchase Price shall be paid to such Holder promptly following
the later of (a) the Change in Control Purchase Date with respect to such
Security (provided the conditions in Section 4.07(c) have been satisfied) and
(b) the time of delivery of such Security to a Paying Agent by the Holder
thereof in the manner required by Section 4.07(c). Securities in respect of
which a Change in Control Purchase Notice has been given by the Holder thereof
may not be converted into shares of Common Stock on or after the date of the
delivery of such Change in Control Purchase Notice unless such Change in Control
Purchase Notice has first been validly withdrawn.

              A Change in Control Purchase Notice may be withdrawn by means of a
written notice (which may be delivered by letter, overnight courier, hand
delivery, facsimile transmission or in any other written form and, in the case
of Global Securities, may be delivered electronically or by other means in
accordance with the Depositary's customary procedures) of withdrawal delivered
by the Holder to a Paying Agent at any time prior to the close of business on
the Business Day immediately preceding the Change in Control Purchase Date,
specifying the principal amount of the Security or portion thereof (which must
be a principal amount of $1,000 or an integral multiple of $1,000 in excess
thereof) with respect to which such notice of withdrawal is being submitted.

              Section 4.09. Deposit of Change in Control Purchase Price. On or
before 11:00 a.m. New York City time on the Change in Control Purchase Date, the
Company shall deposit with the Trustee or with a Paying Agent (other than the
Company or an Affiliate of the Company) an amount of money (in immediately
available funds if deposited on such Business Day) sufficient to pay the
aggregate Change in Control Purchase Price of all the Securities or portions
thereof that are to be purchased as of such Change in Control Purchase Date. The
manner in which the deposit required by this Section 4.09 is made by the Company
shall be at the option of the Company, provided that such deposit shall be made
in a manner such that the Trustee or a Paying Agent shall have immediately
available funds on the Change in Control Purchase Date.

              If a Paying Agent holds, in accordance with the terms hereof,
money sufficient to pay the Change in Control Purchase Price of any Security for
which a

                                       32
<PAGE>
Change in Control Purchase Notice has been tendered and not withdrawn in
accordance with this Indenture then, on the Change in Control Purchase Date,
such Security will cease to be outstanding and the rights of the Holder in
respect thereof shall terminate (other than the right to receive the Change in
Control Purchase Price as aforesaid). The Company shall publicly announce the
principal amount of Securities purchased as a result of such Change in Control
on or as soon as practicable after the Change in Control Purchase Date.

              Section 4.10. Securities Purchased in Part. Any Security that is
to be purchased only in part shall be surrendered at the office of a Paying
Agent and promptly after the Change in Control Purchase Date the Company shall
execute and the Trustee shall authenticate and deliver to the Holder of such
Security, without service charge, a new Security or Securities, of such
authorized denomination or denominations as may be requested by such Holder, in
aggregate principal amount equal to, and in exchange for, the portion of the
principal amount of the Security so surrendered that is not purchased.

              Section 4.11. Compliance with Securities Laws upon Purchase of
Securities. In connection with any offer to purchase or purchase of Securities
under Section 4.07, the Company shall (a) comply with Rule 13e-4 and Rule 14e-1
(or any successor to either such Rule), if applicable, under the Exchange Act,
(b) file the related Schedule TO (or any successor or similar schedule, form or
report) if required under the Exchange Act, and (c) otherwise comply with all
federal and state securities laws in connection with such offer to purchase or
purchase of Securities, all so as to permit the rights of the Holders and
obligations of the Company under Sections 4.07 through 4.10 to be exercised in
the time and in the manner specified therein.

              Section 4.12. Repayment to the Company. To the extent that the
aggregate amount of cash deposited by the Company pursuant to Section 4.09
exceeds the aggregate Change in Control Purchase Price together with interest,
if any, thereon of the Securities or portions thereof that the Company is
obligated to purchase, then promptly after the Change in Control Purchase Date
the Trustee or a Paying Agent, as the case may be, shall return any such excess
cash (including any interest thereon) to the Company.

                                   ARTICLE 5

                                   CONVERSION

              Section 5.01. Conversion Privilege. Subject to the further
provisions of this Article 5, a Holder of a Security may, at the Holder's
option, convert the principal amount of such Security (or any portion thereof
equal to $1,000 or any integral multiple of $1,000 in excess thereof) into
Common Stock at any time after 60 days from November

                                       33
<PAGE>
12, 2002 and prior to the close of business on the Business Day immediately
proceeding the Maturity Date, at the Applicable Conversion Price as of the
related Conversion Date; provided, however, that, if such Security is called for
redemption pursuant to Article 3 or submitted or presented for purchase pursuant
to Article 4, such conversion right shall terminate at the close of business on
the Business Day immediately preceding the Optional Redemption Date or Change in
Control Purchase Date, as the case may be, for such Security or such earlier
date as the Holder presents such Security for redemption or for purchase (unless
the Company shall default in making the Optional Redemption Price payment or
Change in Control Purchase Price payment when due, in which case the conversion
right shall terminate at the close of business on the date such default is cured
and such Security is redeemed or purchased, as the case may be). The number of
shares of Common Stock issuable upon conversion of a Security shall be
determined by dividing the principal amount of the Security or portion thereof
surrendered for conversion by the Applicable Conversion Price as of the related
Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the
Securities and is subject to adjustment as provided in this Article 5.

              Provisions of this Indenture that apply to conversion of all of a
Security also apply to conversion of a portion of a Security.

              A Security in respect of which a Holder has delivered a Change in
Control Purchase Notice pursuant to Section 4.07(c) exercising the option of
such Holder to require the Company to purchase such Security may be converted
only if such Change in Control Purchase Notice is withdrawn by a written notice
of withdrawal delivered to a Paying Agent prior to the close of business on the
Business Day immediately preceding the Change in Control Purchase Date in
accordance with Section 4.08.

              A Holder of Securities is not entitled to any rights of a holder
of Common Stock until such Holder has converted its Securities into Common
Stock, and only to the extent such Securities are deemed to have been converted
into Common Stock pursuant to this Article 5.

              Section 5.02. Conversion Procedure. To convert a Security, a
Holder must (a) complete and manually sign the conversion notice on the back of
the Security and deliver such notice to a Conversion Agent, (b) surrender the
Security to a Conversion Agent, (c) furnish appropriate endorsements and
transfer documents if required by a Registrar or a Conversion Agent, and (d) pay
any transfer or similar tax, if required. The date on which the Holder satisfies
all of those requirements is the "Conversion Date." As soon as practicable after
the Conversion Date, the Company shall deliver to the Holder through a
Conversion Agent a certificate for the number of whole shares of Common Stock
issuable upon the conversion and cash in lieu of any fractional shares pursuant
to Section 5.03. Anything herein to the contrary notwithstanding, in the case of

                                       34
<PAGE>
Global Securities, conversion notices may be delivered and such Securities may
be surrendered for conversion in accordance with the Applicable Procedures as in
effect from time to time.

              The person in whose name the Common Stock certificate is
registered shall be deemed to be a stockholder of record on the Conversion Date;
provided, however, that no surrender of a Security on any date when the stock
transfer books of the Company shall be closed shall be effective to constitute
the person or persons entitled to receive the shares of Common Stock upon such
conversion as the record holder or holders of such shares of Common Stock on
such date, but such surrender shall be effective to constitute the person or
persons entitled to receive such shares of Common Stock as the record holder or
holders thereof for all purposes at the close of business on the next succeeding
day on which such stock transfer books are open; provided further, however, that
such conversion shall be at the Applicable Conversion Price as of the Conversion
Date as if the stock transfer books of the Company had not been closed. Upon
conversion of a Security, such person shall no longer be a Holder of such
Security. No payment or adjustment will be made for dividends or distributions
on shares of Common Stock issued upon conversion of a Security.

              Securities so surrendered for conversion (in whole or in part)
during the period from the close of business on any regular record date to the
opening of business on the next succeeding interest payment date (excluding
Securities or portions thereof which are either (i) called for redemption or
(ii) subject to purchase following a Change in Control, in either case, on a
date during the period beginning at the close of business on a regular record
date and ending at the opening of business on the first Business Day after the
next succeeding interest payment date, or if such interest payment date is not a
Business Day, the second such Business Day) shall also be accompanied by payment
in funds acceptable to the Company in an amount equal to the interest payable on
such interest payment date on the principal amount of such Security then being
converted, and such interest shall be payable to such registered Holder
notwithstanding the conversion of such Security, subject to the provisions of
this Indenture relating to the payment of defaulted interest by the Company.
Except as otherwise provided in this Section 5.02, no payment or adjustment will
be made for accrued interest on a converted Security. If the Company defaults in
the payment of interest payable on such interest payment date, the Company shall
promptly repay such funds to such Holder.

              Nothing in this Section shall affect the right of a Holder in
whose name any Security is registered at the close of business on a record date
to receive the interest payable on such Security on the related interest payment
date in accordance with the terms of this Indenture and the Securities. If a
Holder converts more than one Security at the same time, the number of shares of
Common Stock issuable upon the conversion shall be based on the aggregate
principal amount of Securities converted.

                                       35
<PAGE>
              Upon surrender of a Security that is converted in part, the
Company shall execute, and the Trustee shall authenticate and deliver to the
Holder, a new Security equal in principal amount to the unconverted portion of
the Security surrendered.

              Section 5.03. Fractional Shares. The Company will not issue
fractional shares of Common Stock upon conversion of Securities or payment of
the principal in shares of Common Stock. In lieu thereof, the Company will pay
an amount in cash based upon the Closing Price of the Common Stock on the
Trading Day immediately prior to the Conversion Date or the Maturity Date or the
date payment of principal in shares of Common Stock is otherwise due, as the
case may be.

              Section 5.04. Taxes on Conversion. If a Holder converts a
Security, the Company shall pay any documentary, stamp or similar issue or
transfer tax due on the issue of shares of Common Stock upon such conversion.
However, the Holder shall pay any such tax which is due because the Holder
requests the shares to be issued in a name other than the Holder's name. The
Conversion Agent may refuse to deliver the certificate representing the Common
Stock being issued in a name other than the Holder's name until the Conversion
Agent receives a sum sufficient to pay any tax which will be due because the
shares are to be issued in a name other than the Holder's name. Nothing herein
shall preclude any tax withholding required by law or regulation.

              Section 5.05. Company to Provide Stock. The Company shall, prior
to issuance of any Securities hereunder, and from time to time as may be
necessary, reserve, out of its authorized but unissued Common Stock, a
sufficient number of shares of Common Stock to permit the conversion of all
outstanding Securities into shares of Common Stock.

              All shares of Common Stock delivered upon conversion of the
Securities shall be newly issued shares, shall be duly authorized, validly
issued, fully paid and nonassessable and shall be free from preemptive rights
and free of any lien or adverse claim.

              The Company will endeavor promptly to comply with all federal and
state securities laws regulating the offer and delivery of shares of Common
Stock upon conversion of Securities, if any, and will list or cause to have
quoted such shares of Common Stock on each national securities exchange or on
The Nasdaq National Market or other over-the-counter market or such other market
on which the Common Stock is then listed or quoted; provided, however, that if
rules of such automated quotation system or exchange permit the Company to defer
the listing of such Common Stock until the first conversion of the Securities
into Common Stock in accordance with the provisions of this Indenture, the
Company covenants to list such Common Stock issuable upon conversion

                                       36
<PAGE>
of the Securities in accordance with the requirements of such automated
quotation system or exchange at such time.

              Section 5.06. Adjustment of Conversion Price. The conversion price
as stated in paragraph 8 of the Securities (the "Conversion Price") shall be
adjusted from time to time by the Company as follows:

              (a)   In case the Company shall (i) pay a dividend on its Common
Stock in shares of Common Stock, (ii) make a distribution on its Common Stock in
shares of Common Stock, (iii) subdivide its outstanding Common Stock into a
greater number of shares, or (iv) combine its outstanding Common Stock into a
smaller number of shares, the Conversion Price in effect immediately prior
thereto shall be adjusted so that the Holder of any Security thereafter
surrendered for conversion shall be entitled to receive that number of shares of
Common Stock which it would have owned had such Security been converted
immediately prior to the happening of such event. An adjustment made pursuant to
this subsection (a) shall become effective immediately after the record date in
the case of a dividend or distribution and shall become effective immediately
after the effective date in the case of subdivision or combination.

              (b)   In case the Company shall issue rights or warrants to all or
substantially all holders of its Common Stock entitling them (for a period
commencing no earlier than the record date described below and expiring not more
than 60 days after such record date) to subscribe for or purchase shares of
Common Stock (or securities convertible into Common Stock) at a price per share
(or having a conversion price per share) less than the Current Market Price Per
Share (as defined below) of Common Stock on the record date for the
determination of stockholders entitled to receive such rights or warrants, the
Conversion Price in effect immediately prior thereto shall be adjusted so that
the same shall equal the price determined by multiplying the Conversion Price in
effect immediately prior to such record date by a fraction of which (x) the
numerator shall be the number of shares of Common Stock outstanding on such
record date plus the number of shares which the aggregate offering price of the
total number of shares of Common Stock so offered (or the aggregate conversion
price of the convertible securities so offered, which shall be determined by
multiplying the number of shares of Common Stock issuable upon conversion of
such convertible securities by the conversion price per share of Common Stock
pursuant to the terms of such convertible securities) would purchase at the
Current Market Price Per Share of Common Stock on such record date, and of which
(y) the denominator shall be the number of shares of Common Stock outstanding on
such record date plus the number of additional shares of Common Stock offered
(or into which the convertible securities so offered are convertible). Such
adjustment shall be made successively whenever any such rights or warrants are
issued, and shall become effective immediately after such record date. If at the
end of the period during which such rights or warrants are exercisable not all
rights or warrants shall have

                                       37
<PAGE>
been exercised, the adjusted Conversion Price shall be immediately readjusted to
what it would have been based upon the number of additional shares of Common
Stock actually issued (or the number of shares of Common Stock issuable upon
conversion of convertible securities actually issued).

              (c)   In case the Company shall distribute to all or substantially
all holders of its Common Stock any shares of capital stock of the Company
(other than Common Stock), evidences of indebtedness or other non-cash assets
(including securities of any person other than the Company but excluding (1)
dividends or distributions paid in cash or (2) dividends or distributions
referred to in subsection (a) of this Section 5.06), or shall distribute to all
or substantially all holders of its Common Stock rights or warrants to subscribe
for or purchase any of its securities (excluding those rights and warrants
referred to in subsection (b) of this Section 5.06 and also excluding the
distribution of rights to all holders of Common Stock pursuant to the adoption
of a stockholders rights plan or the detachment of such rights under the terms
of such stockholder rights plan), then in each such case the Conversion Price
shall be adjusted so that the same shall equal the price determined by
multiplying the current Conversion Price by a fraction of which the numerator
shall be the Current Market Price Per Share of the Common Stock on the record
date mentioned below less the fair market value on such record date (as
reasonably determined in good faith by the Board of Directors of the Company,
whose determination shall be conclusive evidence of such fair market value and
which shall be evidenced by an Officer's Certificate delivered to the Trustee)
of the portion of the capital stock, evidences of indebtedness or other non-cash
assets so distributed or of such rights or warrants applicable to one share of
Common Stock (determined on the basis of the number of shares of Common Stock
outstanding on the record date), and of which the denominator shall be the
Current Market Price Per Share of the Common Stock on such record date. Such
adjustment shall be made successively whenever any such distribution is made and
shall become effective immediately after the record date for the determination
of shareholders entitled to receive such distribution.

              (d)   In case the Company shall, by dividend or otherwise, at any
time distribute (a "Triggering Distribution") to all or substantially all
holders of its Common Stock cash in an aggregate amount that, together with the
aggregate amount of (i) any cash and the fair market value (as reasonably
determined in good faith by the Board of Directors of the Company, whose
determination shall be conclusive evidence thereof and which shall be evidenced
by an Officer's Certificate delivered to the Trustee) of any other consideration
payable in respect of any tender offer by the Company or a Subsidiary of the
Company for Common Stock consummated within the 12 months preceding the date of
payment of the Triggering Distribution and in respect of which no Conversion
Price adjustment pursuant to this Section 5.06 has been made and (ii) all other
cash distributions to all or substantially all holders of its Common Stock made
within the 12 months preceding the date of payment of the Triggering
Distribution and in respect of

                                       38
<PAGE>
which no Conversion Price adjustment pursuant to this Section 5.06 has been
made, exceeds an amount equal to 10.0% of the product of the Current Market
Price Per Share of Common Stock on the Business Day (the "Determination Date")
immediately preceding the day on which such Triggering Distribution is declared
by the Company multiplied by the number of shares of Common Stock outstanding on
the Determination Date (excluding shares held in the treasury of the Company),
the Conversion Price shall be reduced so that the same shall equal the price
determined by multiplying such Conversion Price in effect immediately prior to
the Determination Date by a fraction of which the numerator shall be the Current
Market Price Per Share of the Common Stock on the Determination Date less the
sum of the aggregate amount of cash and the aggregate fair market value (as
reasonably determined in good faith by the Board of Directors of the Company,
whose determination shall be conclusive evidence of such fair market value and
which shall be evidenced by an Officer's Certificate delivered to the Trustee)
of any such other consideration so distributed, paid or payable within such 12
months (including, without limitation, the Triggering Distribution) applicable
to one share of Common Stock (determined on the basis of the number of shares of
Common Stock outstanding on the Determination Date) and the denominator shall be
such Current Market Price Per Share of the Common Stock on the Determination
Date, such reduction to become effective immediately prior to the opening of
business on the day following the date on which the Triggering Distribution is
paid.

              (e)   (1) In case any tender offer made by the Company for Common
Stock shall expire and such tender offer (as amended upon the expiration
thereof) shall involve the payment of aggregate consideration in an amount
(determined as the sum of the aggregate amount of cash consideration and the
aggregate fair market value (as reasonably determined in good faith by the Board
of Directors of the Company, whose determination shall be conclusive evidence
thereof and which shall be evidenced by an Officer's Certificate delivered to
the Trustee) of any other consideration) that, together with the aggregate
amount of (i) any cash and the fair market value (as reasonably determined in
good faith by the Board of Directors of the Company, whose determination shall
be conclusive evidence thereof and which shall be evidenced by an Officer's
Certificate delivered to the Trustee) of any other consideration payable in
respect of any other tender offers by the Company or any Subsidiary of the
Company for Common Stock consummated within the 12 months preceding the date of
the Expiration Date (as defined below) and in respect of which no Conversion
Price adjustment pursuant to this Section 5.06 has been made and (B) all cash
distributions to all or substantially all holders of its Common Stock made
within the 12 months preceding the Expiration Date and in respect of which no
Conversion Price adjustment pursuant to this Section 5.06 has been made, exceeds
an amount equal to 10.0% of the product of the Current Market Price Per Share of
Common Stock as of the last date (the "Expiration Date") tenders could have been
made pursuant to such tender offer (as it may be amended) (the last time at
which

                                       39
<PAGE>
such tenders could have been made on the Expiration Date is hereinafter
sometimes called the "Expiration Time") multiplied by the number of shares of
Common Stock outstanding (including tendered shares but excluding any shares
held in the treasury of the Company) at the Expiration Time, then, immediately
prior to the opening of business on the day after the Expiration Date, the
Conversion Price shall be reduced so that the same shall equal the price
determined by multiplying the Conversion Price in effect immediately prior to
the close of business on the Expiration Date by a fraction of which the
numerator shall be the product of the number of shares of Common Stock
outstanding (including tendered shares but excluding any shares held in the
treasury of the Company) at the Expiration Time multiplied by the Current Market
Price Per Share of the Common Stock on the Trading Day next succeeding the
Expiration Date and the denominator shall be the sum of (x) the aggregate
consideration (determined as aforesaid) payable to stockholders based on the
acceptance (up to any maximum specified in the terms of the tender offer) of all
shares validly tendered and not withdrawn as of the Expiration Time (the shares
deemed so accepted, up to any such maximum, being referred to as the "Purchased
Shares") and (y) the product of the number of shares of Common Stock outstanding
(less any Purchased Shares and excluding any shares held in the treasury of the
Company) at the Expiration Time and the Current Market Price Per Share of Common
Stock on the Trading Day next succeeding the Expiration Date, such reduction to
become effective immediately prior to the opening of business on the day
following the Expiration Date. In the event that the Company is obligated to
purchase shares pursuant to any such tender offer, but the Company is
permanently prevented by applicable law from effecting any or all such purchases
or any or all such purchases are rescinded, the Conversion Price shall again be
adjusted to be the Conversion Price which would have been in effect based upon
the number of shares actually purchased. If the application of this Section
5.06(e) to any tender offer would result in an increase in the Conversion Price,
no adjustment shall be made for such tender offer under this Section 5.06(e).

                    (2)    For purposes of Sections 5.06(d) and 5.06(e), the
term "tender offer" shall mean and include both tender offers and exchange
offers (within the meaning of U.S. Federal securities laws), all references to
"purchases" of shares in tender offers (and all similar references) shall mean
and include both the purchase of shares in tender offers and the acquisition of
shares pursuant to exchange offers, and all references to "tendered shares" (and
all similar references) shall mean and include shares tendered in both tender
offers and exchange offers.

              (f)   For the purpose of any computation under subsections (b),
(c), (d) and (e) of this Section 5.06, the current market price per share of
Common Stock (the "Current Market Price Per Share") on any date shall be deemed
to be the average of the daily Closing Prices for the 30 consecutive Trading
Days commencing 45 Trading Days before (i) the Determination Date or the
Expiration Date, as the case may be, with respect

                                       40
<PAGE>
to distributions or tender offers under subsection (d) or (e) of this Section
5.06 or (ii) the record date with respect to distributions, issuances or other
events requiring such computation under subsection (b) or (c) of this Section
5.06. The Closing Price for each day (the "Closing Price") shall be the last
reported sales price or, in case no such reported sale takes place on such date,
the average of the reported closing bid and asked prices in either case on The
New York Stock Exchange (the "NYSE") or The Nasdaq National Market (the "NNM"),
as applicable, or, if the Common Stock is not listed or admitted to trading on
the NYSE or the NNM, the principal national securities exchange or quotation
system on which the Common Stock is quoted or listed or admitted to trading or,
if not quoted or listed or admitted to trading on any national securities
exchange or quotation system, the closing sales price or, in case no reported
sale takes place, the average of the closing bid and asked prices, as furnished
by any two members of the National Association of Securities Dealers, Inc.
selected from time to time by the Company for that purpose. If no such prices
are available, the Current Market Price Per Share shall be the fair value of a
share of Common Stock (as reasonably determined in good faith by the Board of
Directors of the Company, whose determination shall be conclusive evidence of
such fair market value and which shall be evidenced by an Officer's Certificate
delivered to the Trustee).

              (g)   In any case in which this Section 5.06 shall require that an
adjustment be made following a record date or a Determination Date or Expiration
Date, as the case may be, established for purposes of this Section 5.06, the
Company may elect to defer (but only until five Business Days following the
filing by the Company with the Trustee of the certificate described in Section
5.09) issuing to the Holder of any Security converted after such record date or
Determination Date or Expiration Date the shares of Common Stock and other
capital stock of the Company issuable upon such conversion over and above the
shares of Common Stock and other capital stock of the Company issuable upon such
conversion only on the basis of the Conversion Price prior to adjustment; and,
in lieu of the shares the issuance of which is so deferred, the Company shall
issue or cause its transfer agent to issue due bills or other appropriate
evidence prepared by the Company of the right to receive such shares. If any
distribution in respect of which an adjustment to the Conversion Price is
required to be made as of the record date or Determination Date or Expiration
Date therefor is not thereafter made or paid by the Company for any reason, the
Conversion Price shall be readjusted to the Conversion Price which would then be
in effect if such record date had not been fixed or such effective date or
Determination Date or Expiration Date had not occurred.

              Section 5.07. No Adjustment. No adjustment in the Conversion Price
shall be required unless the adjustment would require an increase or decrease of
at least 1% in the Conversion Price as last adjusted; provided, however, that
any adjustments which by reason of this Section 5.07 are not required to be made
shall be carried forward and taken

                                       41
<PAGE>
into account in any subsequent adjustment. All calculations under this Article 5
shall be made to the nearest cent or to the nearest one-hundredth of a share, as
the case may be.

              No adjustment need be made for issuances of Common Stock pursuant
to a Company plan for reinvestment of dividends or interest or for a change in
the par value or a change to no par value of the Common Stock.

              To the extent that the Securities become convertible into the
right to receive cash, no adjustment need be made thereafter as to the cash.
Interest will not accrue on the cash.

              Section 5.08. Adjustment for Tax Purposes. The Company shall be
entitled to make such reductions in the Conversion Price, in addition to those
required by Section 5.06, as it in its discretion shall determine to be
advisable in order that any stock dividends, subdivisions of shares,
distributions of rights to purchase stock or securities or distributions of
securities convertible into or exchangeable for stock hereafter made by the
Company to its stockholders shall not be taxable.

              Section 5.09. Notice of Adjustment. Whenever the Conversion Price
or conversion privilege is adjusted, the Company shall promptly mail to
Securityholders a notice of the adjustment and file with the Trustee an
Officer's Certificate briefly stating the facts requiring the adjustment and the
manner of computing it. Unless and until the Trustee shall receive an Officer's
Certificate setting forth an adjustment of the Conversion Price, the Trustee may
assume without inquiry that the Conversion Price has not been adjusted and that
the last Conversion Price of which it has knowledge remains in effect.

              Section 5.10. Notice of Certain Transactions. In the event that:

              (1)   the Company takes any action which would require an
       adjustment in the Conversion Price;

              (2)   the Company consolidates or merges with or into, or
       transfers all or substantially all of its property and assets to, another
       corporation or another corporation merges into the Company and, in each
       such case, stockholders of the Company must approve the transaction; or

              (3)   there is a dissolution or liquidation of the Company;

the Company shall mail to Holders and file with the Trustee a notice stating the
proposed record or effective date, as the case may be. The Company shall mail
the notice at least ten days before such date. Failure to mail such notice or
any defect therein shall not

                                       42
<PAGE>
affect the validity of any transaction referred to in clause (1), (2) or (3) of
this Section 5.10.

              Section 5.11. Effect of Reclassification, Consolidation, Merger or
Sale on Conversion Privilege. If any of the following shall occur, namely: (a)
any reclassification or change of shares of Common Stock issuable upon
conversion of the Securities (other than a change in par value, or from par
value to no par value, or from no par value to par value, or as a result of a
subdivision or combination, or any other change for which an adjustment is
provided in Section 5.06); (b) any consolidation or merger or combination to
which the Company is a party other than a merger in which the Company is the
continuing corporation and which does not result in any reclassification of, or
change (other than in par value, or from par value to no par value, or from no
par value to par value, or as a result of a subdivision or combination) in,
outstanding shares of Common Stock; or (c) any sale, conveyance, transfer or
lease of all or substantially all of the property and assets of the Company,
directly or indirectly, to any Person, then the Company, or such successor,
purchasing, transferee or leasing Person, as the case may be, shall, as a
condition precedent to such reclassification, change, combination,
consolidation, merger, sale, conveyance, transfer or lease, execute and deliver
to the Trustee a supplemental indenture providing that the Holder of each
Security then outstanding shall have the right to convert such Security into the
kind and amount of shares of stock and other securities and property (including
cash) receivable upon such reclassification, change, combination, consolidation,
merger, sale, conveyance, transfer or lease, by a holder of the number of shares
of Common Stock deliverable upon conversion of such Security immediately prior
to such reclassification, change, combination, consolidation, merger, sale,
conveyance, transfer or lease. Such supplemental indenture shall provide for
adjustments of the Conversion Price which shall be as nearly equivalent as may
be practicable to the adjustments of the Conversion Price provided for in this
Article 5. If, in the case of any such consolidation, merger, combination, sale,
conveyance, transfer or lease, the stock or other securities and property
(including cash) receivable thereupon by a holder of Common Stock include shares
of stock or other securities and property of a Person other than the successor,
purchasing, transferee or leasing Person, as the case may be, in such
consolidation, merger, combination, sale, conveyance, transfer or lease, then
such supplemental indenture shall also be executed by such other Person and
shall contain such additional provisions to protect the interests of the Holders
of the Securities as the Board of Directors of the Company shall reasonably
consider necessary by reason of the foregoing. The provisions of this Section
5.11 shall similarly apply to successive reclassifications, changes,
combinations, consolidations, mergers, sales, conveyances, transfers or leases.

              In the event the Company shall execute a supplemental indenture
pursuant to this Section 5.11, the Company shall promptly file with the Trustee
(x) an Officer's Certificate briefly stating the reasons therefor, the kind or
amount of shares of stock or

                                       43
<PAGE>
other securities or property (including cash) receivable by Holders of the
Securities upon the conversion of their Securities after any such
reclassification, change, combination, consolidation, merger, sale, conveyance,
transfer or lease, any adjustment to be made with respect thereto and that all
conditions precedent have been complied with and (y) an Opinion of Counsel that
all conditions precedent have been complied with, and shall promptly mail notice
thereof to all Holders.

              Section 5.12. Trustee's Disclaimer. The Trustee shall have no duty
to determine when an adjustment under this Article 5 should be made, how it
should be made or what such adjustment should be, but may accept as conclusive
evidence of that fact or the correctness of any such adjustment, and shall be
protected in relying upon, an Officer's Certificate including the Officer's
Certificate with respect thereto which the Company is obligated to file with the
Trustee pursuant to Section 5.09. The Trustee makes no representation as to the
validity or value of any securities or assets issued upon conversion of
Securities, and the Trustee shall not be responsible for the Company's failure
to comply with any provisions of this Article 5.

              The Trustee shall not be under any responsibility to determine the
correctness of any provisions contained in any supplemental indenture executed
pursuant to Section 5.11, but may accept as conclusive evidence of the
correctness thereof, and shall be fully protected in relying upon, the Officer's
Certificate with respect thereto which the Company is obligated to file with the
Trustee pursuant to Section 5.11.

              Section 5.13. Voluntary Reduction. The Company from time to time
may voluntarily reduce the Conversion Price by any amount for any period of time
if the period is at least 20 days and if the reduction is irrevocable during the
period if the Board of Directors of the Company determines that such reduction
would be in the best interest of the Company, and the Company provides 15 days'
prior notice of any voluntary reduction in the Conversion Price; provided,
however, that in no event may the Company reduce the Conversion Price to be less
than the par value of a share of Common Stock.

                                   ARTICLE 6

                              SUCCESSOR COMPANIES

              Section 6.01. When the Company May Merge or Transfer Assets. The
Company shall not consolidate, combine with or merge with or into any other
Person, in a transaction in which the Company is not the surviving corporation,
or sell, convey, transfer or lease all or substantially all of its properties
and assets to any Person, unless:

                                       44
<PAGE>
              (1)   the successor, purchasing, transferee or leasing Person, if
       any, is a corporation, limited liability company, partnership, trust or
       other entity organized and existing under the laws of the United States,
       any State thereof or the District of Columbia (the "Successor Person")
       and expressly assumes the obligations of the Company under this Indenture
       by a supplemental indenture as provided in Section 5.11;

              (2)   immediately after giving effect to such transaction, no
       Default or Event of Default shall have occurred and be continuing; and

              (3)   the Company has delivered to the Trustee an Officer's
       Certificate and an Opinion of Counsel, each stating that such
       consolidation, combination, merger, conveyance, sale, transfer or lease
       and such supplemental indenture (if any) comply with this Indenture.

              The Successor Person shall be the successor to the Company and
shall succeed to, and be substituted for, and may exercise every right and power
of, the Company under this Indenture, but the predecessor Person in the case of
a sale, conveyance, transfer or lease shall not be released from the obligation
to pay the principal of and interest on the Securities.

                                    ARTICLE 7

                              DEFAULTS AND REMEDIES

              Section 7.01. Events of Default. An "Event of Default" occurs if:

              (1)   the Company defaults in any payment of interest on any
       Security when the same becomes due and payable, whether or not such
       payment shall be prohibited by Article 11, and such default continues for
       a period of 15 days;

              (2)   the Company (i) defaults in the payment of the principal of
       any Security when the same becomes due and payable at its Stated
       Maturity, whether or not such payment shall be prohibited by Article 11
       or (ii) fails to redeem or purchase Securities when required pursuant to
       this Indenture or the Securities, whether or not such redemption or
       purchase shall be prohibited by Article 11;

              (3)   the Company fails to provide notice of a Change in Control
       in accordance with Section 4.07;

              (4)   the Company fails to comply with its obligations under
       Section 6.01;

                                       45
<PAGE>
              (5)   the Company fails to comply with any of its agreements in
       the Securities or this Indenture (other than those referred to in clauses
       (1) through (4) above) and such failure continues for 60 days after the
       notice specified below;

              (6)   the Company pursuant to or within the meaning of any
       Bankruptcy Law:

                    (A)    commences a voluntary case;

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

                    (C)    consents to the appointment of a Custodian of it or
              for a substantial part of its property; or

                    (D)    makes a general assignment for the benefit of its
              creditors;

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

                    (A)    is for relief against the Company in an involuntary
              case;

                    (B)    appoints a Custodian of the Company or for any
              substantial part of its property; or

                    (C)    orders the winding up or liquidation of the Company;

       and the order or decree remains unstayed and in effect for 60 days
       (together with clause (6), the "bankruptcy provisions"); or

              (8)   the payment of the principal of the Junior Notes is
       accelerated under the terms of the Junior Notes Indenture.

However, a default under clause (3) or (5) will not constitute an Event of
Default until the Trustee or the Holders of 25% in principal amount of the
outstanding Securities notify the Company of the default and the Company does
not cure such default within the time specified after receipt of such notice.

              The foregoing will constitute Events of Default whatever the
reason for any such Event of Default and whether it is voluntary or involuntary
or is effected by operation of law or pursuant to any judgment, decree or order
of any court or any order, rule or regulation of any administrative or
governmental body.

                                       46
<PAGE>
              The term "Bankruptcy Law" means Title 11, United States Code, or
any similar Federal, state or foreign law for the relief of debtors. The term
"Custodian" means any receiver, trustee, assignee, liquidator, custodian or
similar official under any Bankruptcy Law.

              Section 7.02. Acceleration. (a) If an Event of Default specified
in Section 7.01(6), (7) or (8) occurs, the principal of and interest on all the
Securities shall ipso facto become and be immediately due and payable in cash
without any declaration or other act on the part of the Trustee or any
Securityholders.

              (b)   If an Event of Default specified in Section 7.01(1) or
(2)(ii) occurs and is continuing, the Trustee by notice to the Company, or the
Holders of at least 25% in principal amount of the Securities by notice to the
Company and the Trustee, may declare the principal of and accrued but unpaid
interest on all the Securities to be due and payable immediately in cash.

              (c)   If an Event of Default (other than an Event of Default
specified in Section 7.01(1), (2)(ii), (6), (7) or (8)) occurs and is
continuing, the Trustee by notice to the Company, or the Holders of at least 25%
in principal amount of the Securities by notice to the Company and the Trustee,
may declare the principal of and accrued but unpaid interest on all the
Securities to be due and payable. Upon such a declaration, such principal and
interest shall be due and payable immediately with principal payable in shares
of Common Stock as provided in paragraphs 2 and 16 of the Security and this
Indenture.

              (d)   The Holders of a majority in principal amount of the
outstanding Securities by notice to the Trustee may rescind an acceleration with
respect to the Securities and its consequences if the rescission would not
conflict with any judgment or decree and if all existing Events of Default have
been cured or waived except nonpayment of principal or interest that has become
due solely because of acceleration and all payments due to the Trustee under
Section 8.07 of this Indenture have been made. No such rescission shall affect
any subsequent Default or impair any right consequent thereto.

              Section 7.03. Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment
of principal of or interest on the Securities or to enforce the performance of
any provision of the Securities or this Indenture.

              The Trustee may maintain a proceeding even if it does not possess
any of the Securities or does not produce any of them in the proceeding. A delay
or omission by the Trustee or any Securityholder in exercising any right or
remedy accruing upon an Event

                                       47
<PAGE>
of Default shall not impair the right or remedy or constitute a waiver of or
acquiescence in the Event of Default. No remedy is exclusive of any other
remedy. All available remedies are cumulative.

              Section 7.04. Waiver of Past Defaults. The Holders of a majority
in principal amount of the Securities by notice to the Trustee may waive an
existing Default and its consequences except (i) a Default specified in Section
7.01(1) or (2) or (ii) a Default in respect of a provision that under Section
10.02 cannot be amended without the consent of each Securityholder affected.
When a Default is waived, it is deemed cured, but no such waiver shall extend to
any subsequent or other Default or impair any consequent right.

              Section 7.05. Control by Majority. The Holders of a majority in
principal amount of the outstanding Securities may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee. However, the Trustee may
refuse to follow any direction that conflicts with law or this Indenture or,
subject to Section 8.01, that the Trustee determines is unduly prejudicial to
the rights of other Securityholders or would involve the Trustee in personal
liability; provided, however, that the Trustee may take any other action deemed
proper by the Trustee that is not inconsistent with such direction. Prior to
taking any action hereunder, the Trustee shall be entitled to indemnification
from the Holders satisfactory to it in its sole discretion against all losses
and expenses caused by taking or not taking such action.

              Section 7.06. Limitation on Suits. Except to enforce the right to
receive payment of principal, premium (if any) or interest when due, no
Securityholder may pursue any remedy with respect to this Indenture or the
Securities unless:

              (1)   the Holder gives to the Trustee written notice stating that
       an Event of Default is continuing;

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

              (3)   such Holder or Holders offer to the Trustee reasonable
       security or indemnity against any loss, liability or expense;

              (4)   the Trustee does not comply with the request within 60 days
       after receipt of the request and the offer of security or indemnity; and

              (5)   the Holders of a majority in principal amount of the
       Securities do not give the Trustee a direction inconsistent with the
       request during such 60-day period.

                                       48
<PAGE>
              A Securityholder may not use this Indenture to prejudice the
rights of another Securityholder or to obtain a preference or priority over
another Securityholder.

              Section 7.07. Rights of Holders to Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any Holder
to receive payment of principal of and interest on the Securities held by such
Holder in the manner provided in the Security and this Indenture, on or after
the respective due dates expressed in the Securities, or to bring suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of such Holder.

              Section 7.08. Collection Suit by Trustee. If an Event of Default
resulting in acceleration described in Section 7.02(a) or (b) occurs, the
Trustee may recover judgment in its own name and as trustee of an express trust
against the Company for the whole amount then due and owing (together with
interest on any unpaid interest to the extent lawful) and the amounts provided
for in Section 8.07.

              Section 7.09. Trustee May File Proofs of Claim. The Trustee may
file such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee and the Securityholders
allowed in any judicial proceedings relative to the Company, its creditors or
its property to collect and receive any monies or other property payable or
deliverable on any such claims, and to distribute the same after the deduction
of any amounts due the Trustee under Section 8.07, and to take any other action
with respect to such claims, including participating as a member of any official
committee of creditors, as it reasonably deems necessary or advisable, and,
unless prohibited by law or applicable regulations, may vote on behalf of the
Holders in any election of a trustee in bankruptcy or other Person performing
similar functions. The Trustee shall be entitled and empowered to collect,
receive and distribute any money or other property payable or deliverable on any
such claims, and any Custodian in any such judicial proceeding is hereby
authorized by each Holder to make payments to the Trustee and, in the event that
the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and its counsel, and any other amounts due the Trustee under Section 8.07.

              Section 7.10. Priorities. If the Trustee collects any money
pursuant to this Article 7, it shall pay out the money in the following order:

              FIRST: to the Trustee for amounts due to the Trustee under Section
       8.07 or any other provision of this Indenture;

              SECOND: to holders of Senior Indebtedness of the Company to the
       extent required by Article 11;

                                       49
<PAGE>
              THIRD: to Securityholders for amounts due and unpaid on the
       Securities for principal and interest, ratably, without preference or
       priority of any kind, according to the amounts due and payable on the
       Securities for principal and interest, respectively; and

              FOURTH: to the Company.

              The Trustee may fix a record date and payment date for any payment
to Securityholders pursuant to this Section. At least 15 days before such record
date, the Trustee shall mail to each Securityholder and the Company a notice
that states the record date, the payment date and amount to be paid.

              Section 7.11. Undertaking for Costs. In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as Trustee, a court in its
discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys' fees, against any party
litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section does not apply to a
suit by the Trustee, a suit by a Holder pursuant to Section 7.07 or a suit by
Holders of more than 10% in principal amount of the Securities.

                                    ARTICLE 8

                                     TRUSTEE

              Section 8.01. Duties of Trustee. (a) If an Event of Default has
occurred and is continuing, the Trustee shall exercise such of the rights and
powers vested in it by this Indenture, and use the same degree of care and skill
in their exercise, as a prudent Person would exercise or use under the
circumstances in the conduct of such Person's own affairs.

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

              (1)   the Trustee undertakes to perform such duties and only such
       duties as are specifically set forth in this Indenture and no implied
       covenants or obligations shall be read into this Indenture against the
       Trustee; and

              (2)   in the absence of bad faith on its part, the Trustee may
       conclusively rely, as to the truth of the statements and the correctness
       of the opinions expressed therein, upon certificates or opinions
       furnished to the Trustee and conforming to the

                                       50
<PAGE>
       requirements of this Indenture. However, in the case of any such
       certificates or opinions which, by any provision hereof, are required to
       be furnished to the Trustee, the Trustee shall examine such certificates
       and opinions to determine whether or not they conform to the requirements
       of this Indenture.

              (c)   No provision of this Indenture shall be construed to relieve
the Trustee from liability for its own negligent action, its own negligent
failure to act or its own wilful misconduct, except that:

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

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

              (3)   the Trustee shall not be liable with respect to any action
       it takes or omits to take in good faith in accordance with a direction
       received by it pursuant to Section 7.05.

              (d)   Every provision of this Indenture that in any way relates to
the Trustee, other than paragraph (g) of this Section, is subject to paragraphs
(a), (b) and (c) of this Section.

              (e)   The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.

              (f)   Money held in trust by the Trustee need not be segregated
from other funds except to the extent required by law.

              (g)   No provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur financial liability in the
performance of any of its duties hereunder or in the exercise of any of its
rights or powers, if it shall have reasonable grounds to believe that repayment
of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.

              (h)   Every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section and to the provisions of the TIA.

              Section 8.02. Rights of Trustee. (a) The Trustee may conclusively
rely on any document believed by it to be genuine and to have been signed or
presented by the proper Person. The Trustee need not investigate any fact or
matter stated in the document.

                                       51
<PAGE>
              (b)   Before the Trustee acts or refrains from acting, it may
require an Officer's Certificate or an Opinion of Counsel. The Trustee shall not
be liable for any action it takes or omits to take in good faith in reliance on
the Officer's Certificate or Opinion of Counsel.

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

              (d)   Subject to Section 8.01(c), the Trustee shall not be liable
for any action it takes or omits to take in good faith which it believes to be
authorized or within its rights or powers.

              (e)   The Trustee may consult with counsel, and the advice or
opinion of counsel with respect to legal matters relating to this Indenture and
the Securities shall be full and complete authorization and protection from
liability in respect to any action taken, omitted or suffered by it hereunder in
good faith and in accordance with the advice or opinion of such counsel.

              (f)   The Trustee shall not be deemed to have notice of any
Default or Event of Default unless a Trust Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a
Default or Event of Default is received by the Trustee at the Corporate Trust
Office, and such notice references the Securities under this Indenture.

              (g)   The rights, privileges, protections, immunities and benefits
given to the Trustee hereunder, including without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder, and to each agent, custodian and other Person
employed by the Trustee consistent with the terms of this Indenture to act
hereunder.

              (h)   Any permissive right or authority granted to the Trustee
shall not be construed as a mandatory duty.

              Section 8.03. Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Company or its Affiliates with the same rights
it would have if it were not Trustee. Any Paying Agent, Registrar, co-registrar
or co-paying agent may do the same with like rights. However, the Trustee must
comply with Sections 8.10 and 8.11.

              Section 8.04. Trustee's Disclaimer. The Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture or the Securities, it shall not be accountable for the Company's
use of the proceeds from the

                                       52
<PAGE>
Securities, and it shall not be responsible for any statement of the Company in
the Indenture or in any document issued in connection with the sale of the
Securities or in the Securities other than the Trustee's certificate of
authentication.

              Section 8.05. Notice of Defaults. If a Default occurs and is
continuing and if it is actually known to the Trustee, or upon written notice
from the Company or any Securityholder or upon a Payment Default, the Trustee
shall mail to each Securityholder notice of the Default within 90 days after it
occurs. Except in the case of a Default in payment of principal of or interest
on any Security (including payments pursuant to the mandatory redemption
provisions of such Security, if any), the Trustee may withhold the notice if and
so long as a committee of its Trust Officers in good faith determines that
withholding the notice is in the interests of Securityholders.

              Section 8.06. Reports by Trustee to Holders. As promptly as
practicable after each November 15, beginning with November 15, 2003, and in any
event within 60 days of each November 15, the Trustee shall mail to each
Securityholder a brief report dated as of November 15 of each year that complies
with TIA Section 313(a). The Trustee also shall comply with TIA Section 313(b).

              A copy of each report at the time of its mailing to
Securityholders shall be filed with the SEC and each stock exchange (if any) on
which the Securities are listed. The Company agrees to notify promptly the
Trustee whenever the Securities become listed on any stock exchange and of any
delisting thereof.

              Section 8.07. Compensation and Indemnity. The Company shall pay to
the Trustee from time to time reasonable compensation for its services. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee promptly
upon request for all reasonable out-of-pocket expenses, disbursements and
advances incurred or made by it, including costs of collection, in addition to
the compensation for its services. Such expenses shall include the reasonable
compensation and expenses, disbursements and advances of the Trustee's agents,
counsel, accountants and experts. Except as set forth below, the Company shall
indemnify the Trustee against any and all loss, liability or expense (including
reasonable attorneys' fees) incurred by it in connection with the administration
of this trust and the performance of its duties hereunder, including the costs
and expenses of enforcing this Indenture (including this Section 8.07) against
the Company and defending itself against any claim (whether asserted by any
Securityholder or any other Person) or liability in connection with the exercise
or performance of any of its powers or duties hereunder. The Trustee shall
notify the Company promptly of any claim for which it may seek indemnity.
Failure by the Trustee to so notify the Company shall not relieve the Company of
its obligations hereunder unless such failure prejudices the Company. The
Company shall defend the claim and the Trustee may have separate counsel and the

                                       53
<PAGE>
Company shall pay the fees and expenses of such counsel. The Company need not
reimburse any expense or indemnify against any loss, liability or expense
incurred by the Trustee through the Trustee's own wilful misconduct, negligence
or bad faith.

              The Company need not pay for any settlement made by the Trustee
without the Company's consent, such consent not to be unreasonably withheld or
delayed.

              To secure the Company's payment obligations in this Section, the
Trustee shall have a lien prior to the Securities on all money or property held
or collected by the Trustee other than money or property held in trust to pay
principal of and interest on particular Securities.

              The Company's payment obligations, and the lien granted to the
Trustee, pursuant to this Section shall survive the discharge of this Indenture.
When the Trustee incurs expenses or renders services after the occurrence of a
Default specified in Section 7.01(6) or (7) with respect to the Company, the
expenses and the compensation for the services (including the fees and expenses
of its agents and counsel) are intended to constitute expenses of administration
under the Bankruptcy Law.

              Section 8.08. Replacement of Trustee. The Trustee may resign at
any time by so notifying the Company. The Holders of a majority in principal
amount of the Securities may remove the Trustee by so notifying the Trustee and
may appoint a successor Trustee. The Company shall remove the Trustee if:

              (1)   the Trustee fails to comply with Section 8.10;

              (2)   the Trustee is adjudged bankrupt or insolvent;

              (3)   a receiver or other public officer takes charge of the
       Trustee or its property; or

              (4)   the Trustee otherwise becomes incapable of acting.

              If the Trustee resigns, is removed by the Company or by the
Holders of a majority in principal amount of the outstanding Securities and such
Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy
exists in the office of Trustee for any reason (the Trustee in such event being
referred to herein as the retiring Trustee), the Company shall promptly appoint
a successor Trustee.

              A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a

                                       54
<PAGE>
notice of its succession to Securityholders. The retiring Trustee shall promptly
transfer all property held by it as Trustee to the successor Trustee, provided
that the amounts owing to the Trustee hereunder have been paid and subject to
the lien provided for in Section 8.07.

              If a successor Trustee does not take office within 60 days after
the retiring Trustee resigns or is removed, the retiring Trustee or the Holders
of 10% in principal amount of the Securities may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

              If the Trustee fails to comply with Section 8.10, any
Securityholder may petition any court of competent jurisdiction for the removal
of the Trustee and the appointment of a successor Trustee.

              Notwithstanding the replacement of the Trustee pursuant to this
Section, the Company's obligations under Section 8.07 shall continue for the
benefit of the retiring Trustee.

              Section 8.09. Successor Trustee by Merger. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee provided that such successor shall be
eligible and qualified under Section 8.10.

              In case at the time such successor or successors by merger,
conversion or consolidation to the Trustee shall succeed to the trusts created
by this Indenture any of the Securities shall have been authenticated but not
delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Securities so
authenticated; and in case at that time any of the Securities shall not have
been authenticated, any successor to the Trustee may authenticate such
Securities either in the name of any predecessor hereunder or in the name of the
successor to the Trustee; and in all such cases such certificates shall have the
full force which it is anywhere in the Securities or in this Indenture provided
that the certificate of the Trustee shall have.

              Section 8.10. Eligibility; Disqualification. The Trustee shall at
all times satisfy the requirements of TIA Section 310(a). The Trustee shall have
a combined capital and surplus of at least $50,000,000 as set forth in its most
recent published annual report of condition. The Trustee shall comply with TIA
Section 310(b); provided, however, that there shall be excluded from the
operation of TIA Section 310(b)(1) any indenture or indentures under which other
securities or certificates of interest or participation in other securities

                                       55
<PAGE>
of the Company are outstanding if the requirements for such exclusion set forth
in TIA Section 310(b)(1) are met.

              Section 8.11. Preferential Collection of Claims Against Company.
The Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

                                    ARTICLE 9

                             DISCHARGE OF INDENTURE

              Section 9.01. Satisfaction and Discharge of Indenture. This
Indenture shall cease to be of further effect (except as to any rights of
conversion, registration of transfer or exchange of Securities herein expressly
provided for and except as further provided below), and the Trustee, on demand
of and at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when

              (a)   either:

              (1)   all Securities theretofore authorized and delivered (other
       than (x) Securities which have been destroyed, lost or stolen and which
       have been replaced or paid as provided in Section 2.10 and (y) Securities
       for whose payment money and shares of Common Stock have theretofore been
       deposited in trust and thereafter been repaid to the Company as provided
       in Section 9.03) have been delivered to the Trustee for cancellation; or

              (2)   all such Securities not theretofore delivered to the Trustee
       for cancellation (x) have become due and payable, (y) will become due and
       payable at the Stated Maturity within 90 days, or (z) have been called
       for redemption within 90 days under arrangements satisfactory to the
       Trustee for the giving of notice of redemption by the Trustee in the
       name, and at the expense, of the Company, and the Company has irrevocably
       deposited or caused to be irrevocably deposited with the Trustee or a
       Paying Agent (other than the Company or any of its Affiliates) as trust
       funds in trust for the purpose, (i) cash in an amount sufficient to pay
       and discharge the entire indebtedness on such Securities not theretofore
       delivered to the Trustee for cancellation, for (A) principal (if due or
       to be due in cash), the Optional Redemption Price or the Change in
       Control Purchase Price and (B) interest to the date of such deposit (in
       the case of Securities which have become due and payable) or to the
       Stated Maturity or Optional Redemption Date, as the case may be, and (ii)
       shares of Common Stock in an amount sufficient to pay the principal (if
       due or

                                       56
<PAGE>
       to be due in shares of Common Stock), assuming the Applicable Conversion
       Price is the Floor Price on the date of deposit; provided that
       notwithstanding the satisfaction and discharge of this Indenture, if
       after the date of such deposit and prior to the Stated Maturity, the
       Conversion Price shall be adjusted pursuant to the adjustment provisions
       of Section 5.06, and as a result the number of shares of Common Stock
       deliverable at Stated Maturity (assuming the Applicable Conversion Price
       is the adjusted Floor Price following such adjustment to the Conversion
       Price) shall be greater than the number of shares of Common Stock on
       deposit with the Trustee or a Paying Agent, the Company shall be
       obligated to deposit in trust such additional shares of Common Stock as
       shall be necessary to deliver the required number of shares of Common
       Stock at Stated Maturity;

              (b)   the Company has paid or caused to be paid all other sums
       payable hereunder by the Company; and

              (c)   the Company has delivered to the Trustee an Officer's
       Certificate and an Opinion of Counsel, each stating that all conditions
       precedent herein provided for relating to the satisfaction and discharge
       of this Indenture have been complied with.

              Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Company to the Trustee under Section 8.07 shall survive
and, if money and shares of Common Stock shall have been deposited with the
Trustee pursuant to this Section 9.01(a)(2), the provisions of Sections 2.03,
2.05, 2.06, 2.07, 2.08, 2.10, 4.02, 4.04, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 and
4.12, Article 5, Article 6 and this Article 9 (including the obligations to
deliver additional shares of Common Stock provided in Section 9.01(a)(2) above)
shall survive until the Securities have been paid in full.

              Section 9.02. Application of Trust Money and Shares. Subject to
the provisions of Section 9.03, the Trustee or a Paying Agent shall hold in
trust, for the benefit of the Holders, all money and shares of Common Stock
deposited with it pursuant to Section 9.01 and shall apply the deposited money
and shares of Common Stock in accordance with this Indenture and the Securities
to the payment of the principal of and interest on the Securities; provided,
however, that after the Securities have been paid in full pursuant to the terms
of the Security, the Holders shall not be entitled to any excess money or shares
of Common Stock that may be held by the Trustee or the Paying Agent pursuant to
Section 9.01. Money and shares of Common Stock so held in trust shall not be
subject to the subordination provisions of Article 11.

              Section 9.03. Repayment to Company. The Trustee and the Paying
Agent shall promptly turn over to the Company upon request any excess money and
shares of Common Stock (i) deposited with them pursuant to Section 9.01 and (ii)
held by them at any time.

                                       57
<PAGE>
              The Trustee and each Paying Agent shall pay to the Company upon
request any money and shares of Common Stock held by them for the payment of
principal or interest that remains unclaimed for two years, and, thereafter,
Securityholders entitled to the money or shares of Common Stock must look to the
Company for payment as general creditors.

              Section 9.04. Reinstatement. If the Trustee or any Paying Agent is
unable to apply any money or shares of Common Stock in accordance with Section
9.02 by reason of any legal proceeding or by reason of any order or judgment of
any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Company's obligations under this
Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to Section 9.01 until such time as the Trustee or
such Paying Agent is permitted to apply all such money and shares of Common
Stock in accordance with Section 9.02; provided, however, that if the Company
has made any payment of the principal of or interest on any Securities because
of the reinstatement of its obligations, the Company shall be subrogated to the
rights of the Holders of such Securities to receive any such payment from the
money and shares of Common Stock held by the Trustee or such Paying Agent.

                                   ARTICLE 10

                                   AMENDMENTS

              Section 10.01. Without Consent of Holders. The Company and the
Trustee may amend this Indenture or the Securities without notice to or consent
of any Securityholder:

              (1)   to cure any ambiguity, omission, defect or inconsistency;

              (2)   to comply with Section 5.11 or Article 6;

              (3)   to provide for uncertificated Securities in addition to or
       in place of Certificated Securities; provided, however, that the
       uncertificated Securities are issued in registered form for purposes of
       Section 163(f) of the Code or in a manner such that the uncertificated
       Securities are described in Section 163(f)(2)(B) of the Code;

              (4)   to appoint a successor Trustee;

              (5)   to comply with any requirements of the SEC in connection
       with qualifying, or maintaining the qualification of, this Indenture
       under the TIA;

                                       58
<PAGE>
              (6)   to add guarantees with respect to the Securities or to
       secure the Securities;

              (7)   to add to covenants of the Company for the benefit of the
       Securityholders or to surrender any right or power conferred upon the
       Company; and

              (8)   to make any change that does not adversely affect the rights
       of any Securityholder, including providing for the sale and resale of the
       Securities under Regulation S of the Securities Act.

              After an amendment under this Section becomes effective, the
Company shall mail to Securityholders a notice briefly describing such
amendment. The failure to give such notice to all Securityholders, or any defect
therein, shall not impair or affect the validity of an amendment under this
Section.

              Section 10.02. With Consent of Holders. The Company and the
Trustee may amend this Indenture or the Securities without notice to any
Securityholder but with the written consent of the Holders of at least a
majority in principal amount of the Securities then outstanding (including
consents obtained in connection with a tender offer or exchange for the
Securities). However, without the written consent of each Securityholder
affected thereby, an amendment may not:

              (a)   change the stated maturity of the principal of, or interest
       on, any Security;

              (b)   reduce the principal amount of, or any premium or interest
       on, any Security;

              (c)   reduce the amount of principal payable upon acceleration of
       the maturity of any Security;

              (d)   change the time at which any Security may be redeemed in
       accordance with Article 3;

              (e)   change the place or currency of payment of principal of, or
       any premium or interest on, any Security;

              (f)   impair the right to institute suit for the enforcement of
       any payment on, or with respect to, any Security;

              (g)   modify the subordination provisions of Article 11 in a
       manner materially adverse to the Holders of Securities;

                                       59
<PAGE>
              (h)   adversely affect the right of Holders to convert Securities
       other than under Article 5;

              (i)   adversely affect the adjustment of the Conversion Price
       except as provided in Article 5;

              (j)   reduce the percentage of the aggregate principal amount of
       the outstanding Securities whose Holders must consent to a modification
       or amendment of this Indenture; and

              (k)   modify any of the provisions of this Section or Section
       7.04, except to increase any such percentage or to provide that specified
       additional provisions of this Indenture cannot be modified or waived
       without the consent of the Holder of each outstanding Security affected
       thereby.

              It shall not be necessary for the consent of the Holders under
this Section 10.02 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.

              After an amendment, supplement or waiver under this Section 10.02
becomes effective, the Company shall mail to the Holders affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amendment, supplement or
waiver. An amendment or supplement under this Section 10.02 or under Section
10.01 may not make any change that adversely affects the rights under Article 11
of any holder of an issue of Senior Indebtedness unless the holders of that
issue, pursuant to its terms, consent to the change.

              Section 10.03. Compliance with Trust Indenture Act. Every
amendment to this Indenture or the Securities shall comply with the TIA as then
in effect to the extent required thereby.

              Section 10.04. Revocation and Effect of Consents and Waivers. A
consent to an amendment or a waiver by a Holder of a Security shall bind the
Holder and every subsequent Holder of that Security or portion of the Security
that evidences the same debt as the consenting Holder's Security, even if
notation of the consent or waiver is not made on the Security. However, any such
Holder or subsequent Holder may revoke the consent or waiver as to such Holder's
Security or portion of the Security if the Trustee receives the notice of
revocation before the date the amendment or waiver becomes effective. After an
amendment or waiver becomes effective, it shall bind every Securityholder. An
amendment or waiver becomes effective upon the execution of such amendment or
waiver by the Trustee.

                                       60
<PAGE>
              The Company may, but shall not be obligated to, fix a record date
for the purpose of determining the Securityholders entitled to give their
consent or take any other action described above or required or permitted to be
taken pursuant to this Indenture. If a record date is fixed, then
notwithstanding the immediately preceding paragraph, those Persons who were
Securityholders at such record date (or their duly designated proxies), and only
those Persons, shall be entitled to give such consent or to revoke any consent
previously given or to take any such action, whether or not such Persons
continue to be Holders after such record date. No such consent shall be valid or
effective for more than 120 days after such record date.

              Section 10.05. Notation on or Exchange of Securities. If an
amendment changes the terms of a Security, the Trustee may require the Holder of
the Security to deliver it to the Trustee. The Trustee may place an appropriate
notation on the Security regarding the changed terms and return it to the
Holder. Alternatively, if the Company or the Trustee so determines, the Company
in exchange for the Security shall issue and the Trustee shall authenticate a
new Security that reflects the changed terms. Failure to make the appropriate
notation or to issue a new Security shall not affect the validity of such
amendment.

              Section 10.06. Trustee to Sign Amendments. The Trustee shall sign
any amendment authorized pursuant to this Article 10 if the amendment does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may but need not sign it. In signing any amendment the
Trustee shall be entitled to receive, and (subject to Section 8.01) shall be
fully protected in relying upon, an Officer's Certificate and an Opinion of
Counsel stating that such amendment is authorized or permitted by this
Indenture.

              Section 10.07. Payment for Consent. Neither the Company nor any
Affiliate of the Company shall, directly or indirectly, pay or cause to be paid
any consideration, whether by way of interest, fee or otherwise, to any Holder
for or as an inducement to any consent, waiver or amendment of any of the terms
or provisions of this Indenture or the Securities unless such consideration is
offered to be paid to all Holders that so consent, waive or agree to amend in
the time frame set forth in solicitation documents relating to such consent,
waiver or agreement.

                                   ARTICLE 11

                                  SUBORDINATION

              Section 11.01. Agreement to Subordinate. The Company agrees, and
each Securityholder by accepting a Security agrees, that the Indebtedness
evidenced by the

                                       61
<PAGE>
Securities is subordinated in right of payment, to the extent and in the manner
provided in this Article 11, to the prior payment in full in cash of all
Obligations with respect to Senior Indebtedness of the Company and that the
subordination is for the benefit of and enforceable by the holders of such
Senior Indebtedness. All provisions of this Article 11 shall be subject to
Section 11.12.

              Section 11.02. Liquidation, Dissolution, Bankruptcy. Upon any
payment or distribution of the assets of the Company to creditors upon a total
or partial liquidation or a total or partial dissolution or winding up of the
Company or upon any assignment for the benefit of creditors or marshalling of
assets of the Company or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Company or its property,
whether voluntary or involuntary:

              (1)   the holders of Senior Indebtedness of the Company shall be
       entitled to receive payment in full in cash of all Obligations with
       respect to such Senior Indebtedness (including all interest accruing
       subsequent to the filing of a petition in bankruptcy at the rate provided
       for in the documentation with respect thereto, whether or not such
       interest is an allowed claim under applicable law) before Securityholders
       shall be entitled to receive any payment or distribution with respect to
       the Securities; and

              (2)   until all Obligations with respect to such Senior
       Indebtedness are paid in full in cash, any payment or distribution to
       which Securityholders would be entitled but for this Article 11 shall be
       made to holders of such Senior Indebtedness as their interests may
       appear, except that Securityholders may receive in exchange for the
       Securities in any proceeding of the type described above in this Section
       11.02, (x) equity securities of the Company which, in any case, do not
       provide any mandatory redemption or similar retirement prior to the
       maturity of the Securities or (y) unsecured debt securities of the
       Company which are subordinated to at least the same extent as the
       Securities to the payment of all Senior Indebtedness of the Company and
       which, in any case, do not mature or become subject to a mandatory
       redemption obligation prior to the maturity of the Securities.

              Section 11.03. Default on Senior Indebtedness. The Company may not
pay (in cash, property or other assets) the principal of or interest on the
Securities and may not repurchase, redeem or otherwise retire any Securities
(collectively, "pay the Securities") if either of the following occurs (each, a
"Payment Default") (i) any Obligations with respect to Senior Indebtedness are
not paid in full when due or (ii) any other default on Senior Indebtedness
occurs and the maturity of such Senior Indebtedness is accelerated in accordance
with its terms unless, in either case, (x) the default has been cured or waived
and any such acceleration has been rescinded in writing or (y) such Senior
Indebtedness has been paid in full in cash; provided, however, that the Company

                                       62
<PAGE>
may pay the Securities without regard to the foregoing if the Company and the
Trustee receive written notice approving such payment from the Representative of
such Senior Indebtedness. During the continuance of any default (other than a
default described in clause (i) or (ii) of the preceding sentence) with respect
to any Designated Senior Indebtedness pursuant to which the maturity thereof may
be accelerated immediately without further notice (except such notice as may be
required to effect such acceleration) or the expiration of any applicable grace
periods, the Company may not pay the Securities for a period (a "Payment
Blockage Period") commencing upon the receipt by the Company and the Trustee of
written notice (a "Blockage Notice") of such default from the Representative of
such Designated Senior Indebtedness specifying an election to effect a Payment
Blockage Period and ending 179 days thereafter (or earlier if such Payment
Blockage Period is terminated (1) by written notice to the Trustee and the
Company from the Person or Persons who gave such Blockage Notice, (2) because no
defaults continue in existence which would permit the acceleration of the
maturities of any Designated Senior Indebtedness at such time or (3) because
such Designated Senior Indebtedness has been repaid in full in cash). Unless the
holders of such Designated Senior Indebtedness or the Representative of such
holders shall have accelerated the maturity of such Designated Senior
Indebtedness, or any Payment Default otherwise exists, the Company may resume
payments on the Securities after termination of such Payment Blockage Period and
may make any and all payments that were previously subject to a Payment Blockage
Period. The Securities shall not be subject to more than one Payment Blockage
Period in any consecutive 360-day period. For purposes of this Section, no
default or event of default which existed or was continuing on the date of the
commencement of any Payment Blockage Period with respect to the Designated
Senior Indebtedness initiating such Payment Blockage Period shall be, or be
made, the basis of the commencement of a subsequent Payment Blockage Period by
the Representative of such Designated Senior Indebtedness, whether or not within
a period of 360 consecutive days, unless such default or event of default shall
have been cured or waived for a period of not less than 90 consecutive days (it
being acknowledged and agreed that (x) any default or event of default as a
result of a continued failure to meet a financial covenant or test for a period
ended subsequent to the commencement of a Payment Blockage Period shall
constitute a new default or event of default, as the case may be, and shall be
deemed not to be a continuing default or event of default, as the case may be,
for purposes of this sentence and (y) any subsequent action which would give
rise to a default or an event of default pursuant to any provision under which a
default or event of default previously existed or was continuing shall
constitute a new default or event of default, as the case may be, for this
purpose and shall be deemed not to be a continuing default or event of default,
as the case may be, for purposes of this sentence).

              Section 11.04. Acceleration of Payment of Securities. If payment
of the Securities is accelerated because of an Event of Default, the Company or
the Trustee

                                       63
<PAGE>
shall promptly notify the holders of the Designated Senior Indebtedness (or
their Representatives) of the acceleration. If any Designated Senior
Indebtedness is outstanding at the time of such acceleration, the Company may
not pay the Securities until five Business Days after the Representatives of all
the issues of Designated Senior Indebtedness receive notice of such acceleration
and, thereafter, may pay the Securities only if the Indenture otherwise permits
payment at that time.

              Section 11.05. When Distribution Must Be Paid Over. If a
distribution is made to Securityholders that because of this Article 11 should
not have been made to them, the Securityholders who receive the distribution
shall hold it in trust for holders of Senior Indebtedness of the Company and pay
it over to them as their interests may appear.

              Section 11.06. Subrogation. After all Senior Indebtedness of the
Company is paid in full in cash and until the Securities are paid in full,
Securityholders shall be subrogated to the rights of holders of such Senior
Indebtedness to receive distributions applicable to such Senior Indebtedness. A
distribution made under this Article 11 to holders of such Senior Indebtedness
which otherwise would have been made to Securityholders is not, as between the
Company and Securityholders, a payment by the Company on such Senior
Indebtedness.

              Section 11.07. Relative Rights. This Article 11 defines the
relative rights of Securityholders and holders of Senior Indebtedness of the
Company. Nothing in this Indenture shall:

              (1)   impair, as between the Company and Securityholders, the
       obligation of the Company, which is absolute and unconditional, to pay
       principal of and interest on the Securities in accordance with their
       terms; or

              (2)   prevent the Trustee or any Securityholder from exercising
       its available remedies upon a Default, subject to the rights of holders
       of Senior Indebtedness of the Company to receive distributions otherwise
       payable to Securityholders.

              Section 11.08. Subordination May Not Be Impaired by the Company.
No right of any holder of Senior Indebtedness of the Company to enforce the
subordination of the Indebtedness evidenced by the Securities shall be impaired
by any act or failure to act by the Company or by its failure to comply with
this Indenture.

              Section 11.09. Rights of Trustee and Paying Agent. Notwithstanding
Section 11.03, the Trustee or Paying Agent may continue to make payments on the
Securities and shall not be charged with knowledge of the existence of facts
that would prohibit the making of any such payments unless, not less than two
Business Days prior

                                       64
<PAGE>
to the date of such payment, a Trust Officer of the Trustee receives notice
satisfactory to it that payments may not be made under this Article 11. The
Company, the Registrar or co-registrar, the Paying Agent, a Representative or a
holder of Senior Indebtedness may give the notice.

              The Trustee in its individual or any other capacity may hold
Senior Indebtedness of the Company with the same rights it would have if it were
not Trustee. The Registrar and co-registrar and the Paying Agent may do the same
with like rights. The Trustee shall be entitled to all the rights set forth in
this Article 11 with respect to any Senior Indebtedness of the Company which may
at any time be held by it, to the same extent as any other holder of such Senior
Indebtedness; and nothing in Article 8 shall deprive the Trustee of any of its
rights as such holder. Nothing in this Article 11 shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 8.07.

              Section 11.10. Distribution or Notice to Representative. Whenever
a distribution is to be made or a notice given to holders of Senior Indebtedness
of the Company, the distribution may be made and the notice given to their
Representative (if any).

              Section 11.11. Article 11 Not to Prevent Events of Default or
Limit Right to Accelerate. The failure to make a payment pursuant to the
Securities by reason of any provision in this Article 11 shall not be construed
as preventing the occurrence of a Default. Nothing in this Article 11 shall have
any effect on the right of the Securityholders or the Trustee to accelerate the
maturity of the Securities.

              Section 11.12. Trustee Entitled to Rely. Upon any payment or
distribution pursuant to this Article 11, the Trustee and the Securityholders
shall be entitled to rely (i) upon any order or decree of a court of competent
jurisdiction in which any proceedings of the nature referred to in Section 11.02
are pending, (ii) upon a certificate of the liquidating trustee or agent or
other Person making such payment or distribution to the Trustee or to the
Securityholders or (iii) upon the Representatives for the holders of Senior
Indebtedness of the Company for the purpose of ascertaining the Persons entitled
to participate in such payment or distribution, the holders of such Senior
Indebtedness and other Indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article 11. In the event that the Trustee
determines, in good faith, that evidence is required with respect to the right
of any Person as a holder of Senior Indebtedness of the Company to participate
in any payment or distribution pursuant to this Article 11, the Trustee may
request such Person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of such Senior Indebtedness held by such Person, the
extent to which such Person is entitled to participate in such payment or
distribution and other facts pertinent to the rights of such Person under this
Article 11, and, if such evidence is

                                       65
<PAGE>
not furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment. The
provisions of Sections 8.01 and 8.02 shall be applicable to all actions or
omissions of actions by the Trustee pursuant to this Article 11.

              Section 11.13. Trustee to Effectuate Subordination. Each
Securityholder by accepting a Security authorizes and directs the Trustee on its
behalf to take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination between the Securityholders and the holders of
Senior Indebtedness of the Company as provided in this Article 11 and appoints
the Trustee as attorney-in-fact for any and all such purposes.

              Section 11.14. Trustee Not Fiduciary for Holders of Senior
Indebtedness. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness and shall not be liable to any such holders if it
shall mistakenly pay over or distribute to Securityholders or the Company or any
other Person, money or assets to which any holders of Senior Indebtedness of the
Company shall be entitled by virtue of this Article 11 or otherwise.

              Section 11.15. Reliance by Holders of Senior Indebtedness on
Subordination Provisions. Each Securityholder by accepting a Security
acknowledges and agrees that the foregoing subordination provisions are, and are
intended to be, an inducement and a consideration to each holder of any Senior
Indebtedness of the Company, whether such Senior Indebtedness was created or
acquired before or after the issuance of the Securities, to acquire and continue
to hold, or to continue to hold, such Senior Indebtedness and such holder of
such Senior Indebtedness shall be deemed conclusively to have relied on such
subordination provisions in acquiring and continuing to hold, or in continuing
to hold, such Senior Indebtedness.

                                   ARTICLE 12

                                  MISCELLANEOUS

              Section 12.01. Trust Indenture Act Controls. If any provision of
this Indenture limits, qualifies or conflicts with another provision which is
required to be included in this Indenture by the TIA, the required provision
shall control.

              Section 12.02. Notices. Any notice or communication shall be in
writing and delivered or mailed to the address set forth below:

                                       66
<PAGE>
                  if to the Company:

                           Skyworks Solutions, Inc.
                           20 Sylvan Road
                           Woburn, MA  01801
                           Attention: Chief Financial Officer

                  if to the Trustee:

                           Wachovia Bank, National Association
                           Corporate Trust Group
                           200 Berkeley Street, 17th floor
                           Boston, MA 02116
                           Attention: Skyworks Solutions, Inc. 15% Convertible
                                        Senior Subordinated Notes due 2005

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

              Any notice or communication mailed to a Securityholder shall be
mailed to the Securityholder at the Securityholder's address as it appears on
the registration books of the Registrar and shall be sufficiently given if so
mailed within the time prescribed.

              Failure to mail a notice or communication to a Securityholder or
any defect in it shall not affect its sufficiency with respect to other
Securityholders. If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it.

              Section 12.03. Communication by Holders with Other Holders.
Securityholders may communicate pursuant to TIA Section 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar and anyone else shall have
the protection of TIA Section 312(c).

              Section 12.04. Certificate and Opinion as to Conditions Precedent.
Upon any request or application by the Company to the Trustee to take or refrain
from taking any action under this Indenture, the Company shall furnish to the
Trustee:

              (1)   an Officer's Certificate in form and substance reasonably
       satisfactory to the Trustee stating that, in the opinion of the signers,
       all conditions precedent, if any, provided for in this Indenture relating
       to the proposed action have been complied with; and

                                       67
<PAGE>
              (2)   an Opinion of Counsel in form and substance reasonably
       satisfactory to the Trustee stating that, in the opinion of such counsel,
       all such conditions precedent have been complied with.

              Section 12.05. Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a covenant or condition
provided for in this Indenture shall include:

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

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

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

              (4)   a statement as to whether or not, in the opinion of such
       individual, such covenant or condition has been complied with.

              Section 12.06. When Securities Disregarded. In determining whether
the Holders of the required principal amount of Securities have concurred in any
direction, waiver or consent, Securities owned by the Company or by any Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company shall be disregarded and deemed not to be
outstanding, except that, for the purpose of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Securities which the Trustee knows are so owned shall be so disregarded. Also,
subject to the foregoing, only Securities outstanding at the time shall be
considered in any such determination.

              Section 12.07. Rules by Trustee, Paying Agent and Registrar. The
Trustee may make reasonable rules for action by or a meeting of Securityholders.
The Registrar and the Paying Agent may make reasonable rules for their
functions.

              Section 12.08. Legal Holidays. A "Legal Holiday" is a Saturday, a
Sunday or a day on which banking institutions are not required to be open in the
State of New York, the Commonwealth of Massachusetts or the state where the
office of any Paying Agent is located. If a payment date is a Legal Holiday,
payment shall be made on the next succeeding day that is not a Legal Holiday,
and no interest shall accrue for the

                                       68
<PAGE>
intervening period. If a regular record date is a Legal Holiday, the record date
shall not be affected.

              Section 12.09. Governing Law. This Indenture and the Securities
shall be governed by, and construed in accordance with, the laws of the State
of New York but without giving effect to applicable principles of conflicts of
law to the extent that the application of the laws of another jurisdiction would
be required thereby.

              Section 12.10. No Recourse Against Others. A director, officer,
employee or stockholder, as such, of the Company shall not have any liability
for any obligations of the Company under the Securities or this Indenture or for
any claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Securityholder shall waive and release
all such liability. The waiver and release shall be part of the consideration
for the issue of the Securities.

              Section 12.11. Successors. All agreements of the Company in this
Indenture and the Securities shall bind its successors. All agreements of the
Trustee in this Indenture shall bind its successors.

              Section 12.12. Multiple Originals. The parties may sign any number
of copies of this Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement. One signed copy is enough to prove
this Indenture.

              Section 12.13. Table of Contents; Headings. The table of contents,
cross-reference sheet and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not intended
to be considered a part hereof and shall not modify or restrict any of the terms
or provisions hereof.

                (remainder of this page intentionally left blank)

                                       69
<PAGE>
              IN WITNESS WHEREOF, the parties have caused this Indenture to be
duly executed as of the date first written above.

                                   SKYWORKS SOLUTIONS, INC.

                                   By  /s/ DAVID J. ALDRICH
                                       _________________________________________
                                       Name: David J. Aldrich
                                       Title: President and Chief Executive
                                              Officer

                                   WACHOVIA BANK, NATIONAL ASSOCIATION,
                                       as Trustee

                                   By  /s/ TIMOTHY DONMOYER
                                       _________________________________________
                                       Name: Timothy Donmoyer
                                       Title: Vice President
<PAGE>
                                    EXHIBIT A

See Form of 15% Senior Convertible Note of the Company filed herewith as
Exhibit 4.f