<PAGE>   1

                                                                     EXHIBIT 4.1

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                             CONEXANT SYSTEMS, INC.


                                       To


                  BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION,

                                   as Trustee

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


                                    INDENTURE



                                   Dated as of
                                February 1, 2000

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



                   4% Convertible Subordinated Notes Due 2007


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                                TABLE OF CONTENTS
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                            ARTICLE ONE - DEFINITIONS

Section 1.1  Definitions................................................................................2
      Affiliate.........................................................................................2
      Board of Directors................................................................................3
      Business Day......................................................................................3
      Closing Price.....................................................................................3
      Commission........................................................................................3
      Common Stock......................................................................................3
      Company...........................................................................................4
      Company Notice....................................................................................4
      Conexant Credit Agreement.........................................................................4
      Conversion Price..................................................................................4
      Corporate Trust Office............................................................................4
      Custodian.........................................................................................4
      Default...........................................................................................4
      Defaulted Interest................................................................................4
      Depositary........................................................................................5
      Designated Senior Indebtedness....................................................................5
      Event of Default..................................................................................5
      Exchange Act......................................................................................5
      Fundamental Change................................................................................5
      Global Note.......................................................................................6
      Headquarters Lease Documentation..................................................................6
      Indebtedness......................................................................................7
      Indenture.........................................................................................8
      Initial Purchaser.................................................................................8
      Institutional Accredited Investor.................................................................8
      Liquidated Damages................................................................................8
      Non-Payment Default...............................................................................8
      Note or Notes.....................................................................................8
      Note register.....................................................................................9
      Note registrar....................................................................................9
      Noteholder........................................................................................9
      Notice Date.......................................................................................9
      Officers' Certificate.............................................................................9
      Opinion of Counsel................................................................................9
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      Optional Redemption...............................................................................9
      Outstanding.......................................................................................9
      Payment Blockage Notice..........................................................................10
      Person...........................................................................................10
      Portal Market....................................................................................10
      Predecessor Note.................................................................................10
      QIB..............................................................................................10
      Registration Rights Agreement....................................................................10
      Representative...................................................................................10
      Responsible Officer..............................................................................11
      Restricted Securities............................................................................11
      Rights...........................................................................................11
      Rights Agreement.................................................................................11
      Rule 144A........................................................................................11
      Securities Act...................................................................................11
      Senior Indebtedness..............................................................................11
      Significant Subsidiary...........................................................................12
      Subsidiary.......................................................................................12
      Trading Day......................................................................................13
      Trigger Event....................................................................................13
      Trust Indenture Act..............................................................................13
      Trustee..........................................................................................13

                  ARTICLE TWO - ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES

Section 2.1  Designation Amount and Issue of Notes.....................................................13
Section 2.2  Form of Notes.............................................................................14
Section 2.3  Date and Denomination of Notes; Payments of Interest......................................15
Section 2.4  Execution of Notes........................................................................18
Section 2.5  Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary......19
Section 2.6  Mutilated, Destroyed, Lost or Stolen Notes................................................29
Section 2.7  Temporary Notes...........................................................................31
Section 2.8  Cancellation of Notes Paid, Etc...........................................................32
Section 2.9  CUSIP Numbers.............................................................................32
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                                       ARTICLE THREE - REDEMPTION OF NOTES

Section 3.1  Initial Prohibition on Redemption; Optional Redemption by the Company.....................33
Section 3.2  Notice of Redemptions; Selection of Notes.................................................33
Section 3.3  Payment of Notes Called for Redemption....................................................36
Section 3.4  Conversion Arrangement on Call for Redemption.............................................38
Section 3.5  Redemption at Option of Holders...........................................................38

                                      ARTICLE FOUR - SUBORDINATION OF NOTES

Section 4.1  Agreement of Subordination................................................................42
Section 4.2  Payments to Noteholders...................................................................43
Section 4.3  Subrogation of Notes......................................................................47
Section 4.4  Authorization to Effect Subordination.....................................................48
Section 4.5  Notice to Trustee.........................................................................49
Section 4.6  Trustee's Relation to Senior Indebtedness.................................................50
Section 4.7  No Impairment of Subordination............................................................51
Section 4.8  Certain Conversions Not Deemed Payment....................................................51
Section 4.9  Article Applicable to Paying Agents.......................................................52
Section 4.10  Senior Indebtedness Entitled to Rely.....................................................52
Section 4.11  Reliance on Judicial Order or Certificate of Liquidating Agent...........................52

                               ARTICLE FIVE - PARTICULAR COVENANTS OF THE COMPANY

Section 5.1  Payment of Principal, Premium and Interest................................................53
Section 5.2  Maintenance of Office or Agency...........................................................53
Section 5.3  Appointments to Fill Vacancies in Trustee's Office........................................54
Section 5.4  Provisions as to Paying Agent.............................................................54
Section 5.5  Existence.................................................................................56
Section 5.6  Maintenance of Properties.................................................................56
Section 5.7  Payment of Taxes and Other Claims.........................................................57
Section 5.8  Rule 144A Information Requirement.........................................................57
Section 5.9  Stay, Extension and Usury Laws............................................................58
Section 5.10  Compliance Certificate...................................................................58
Section 5.11  Amendment of the Company's Rights Plan...................................................59
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                   ARTICLE SIX - NOTEHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

Section 6.1  Noteholders' Lists........................................................................60
Section 6.2  Preservation and Disclosure of Lists......................................................60
Section 6.3  Reports by Trustee........................................................................61
Section 6.4  Reports by Company........................................................................61

                  ARTICLE SEVEN - REMEDIES OF THE TRUSTEE AND NOTEHOLDERS ON AN EVENT OF DEFAULT

Section 7.1  Events of Default.........................................................................62
Section 7.2  Payments of Notes on Default; Suit Therefor...............................................65
Section 7.3  Application of Monies Collected by Trustee................................................67
Section 7.4  Proceedings by Noteholder.................................................................69
Section 7.5  Proceedings by Trustee....................................................................70
Section 7.6  Remedies Cumulative and Continuing........................................................70
Section 7.7  Direction of Proceedings and Waiver of Defaults by Majority of Noteholders................71
Section 7.8  Notice of Defaults........................................................................72
Section 7.9  Undertaking to Pay Costs..................................................................72

                                          ARTICLE EIGHT - THE TRUSTEE

Section 8.1  Duties and Responsibilities of Trustee....................................................73
Section 8.2  Reliance on Documents, Opinions, Etc......................................................75
Section 8.3  No Responsibility for Recitals, Etc.......................................................76
Section 8.4  Trustee, Paying Agents, Conversion Agents or Registrar May Own Notes......................77
Section 8.5  Monies to be Held in Trust................................................................77
Section 8.6  Compensation and Expenses of Trustee......................................................77
Section 8.7  Officers' Certificate as Evidence.........................................................78
Section 8.8  Conflicting Interests of Trustee..........................................................79
Section 8.9  Eligibility of Trustee....................................................................79
Section 8.10  Resignation or Removal of Trustee........................................................79
Section 8.11  Acceptance by Successor Trustee..........................................................81
Section 8.12  Succession by Merger, Etc................................................................82
Section 8.13  Preferential Collection of Claims........................................................83
Section 8.14  Trustee's Application for Instructions from the Company..................................83
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                                       ARTICLE NINE - THE NOTEHOLDERS

Section 9.1  Action by Noteholders.....................................................................84
Section 9.2  Proof of Execution by Noteholders.........................................................84
Section 9.3  Who Are Deemed Absolute Owners............................................................85
Section 9.4  Company-Owned Notes Disregarded...........................................................85
Section 9.5  Revocation of Consents; Future Holders Bound..............................................86

                                   ARTICLE TEN - MEETINGS OF NOTEHOLDERS

Section 10.1  Purpose of Meetings......................................................................86
Section 10.2  Call of Meetings by Trustee..............................................................87
Section 10.3  Call of Meetings by Company or Noteholders...............................................88
Section 10.4  Qualifications for Voting................................................................88
Section 10.5  Regulations..............................................................................88
Section 10.6  Voting...................................................................................89
Section 10.7  No Delay of Rights by Meeting............................................................90

                                 ARTICLE ELEVEN - SUPPLEMENTAL INDENTURES

Section 11.1  Supplemental Indentures Without Consent of Noteholders...................................90
Section 11.2  Supplemental Indenture with Consent of Noteholders.......................................92
Section 11.3  Effect of Supplemental Indenture.........................................................94
Section 11.4  Notation on Notes........................................................................94
Section 11.5  Evidence of Compliance of Supplemental Indenture to be Furnished to Trustee..............95

                        ARTICLE TWELVE - CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

Section 12.1  Company May Consolidate, Etc., on Certain Terms..........................................95
Section 12.2  Successor Corporation to be Substituted..................................................96
Section 12.3  Opinion of Counsel to be Given Trustee...................................................97
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                            ARTICLE THIRTEEN - SATISFACTION AND DISCHARGE OF INDENTURE

Section 13.1  Discharge of Indenture...................................................................97
Section 13.2  Deposited Monies to be Held in Trust by Trustee..........................................98
Section 13.3  Paying Agent to Repay Monies Held........................................................98
Section 13.4  Return of Unclaimed Monies...............................................................99
Section 13.5  Reinstatement............................................................................99

              ARTICLE FOURTEEN - IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

Section 14.1  Indenture and Notes Solely Corporate Obligations.........................................99

                                ARTICLE FIFTEEN - CONVERSION OF NOTES

Section 15.1  Right to Convert........................................................................100
Section 15.2  Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No
                               Adjustment for Interest or Dividends...................................101
Section 15.3  Cash Payments in Lieu of Fractional Shares..............................................103
Section 15.4  Conversion Price........................................................................104
Section 15.5  Adjustment of Conversion Price..........................................................104
Section 15.6  Effect of Reclassification, Consolidation, Merger or Sale...............................120
Section 15.7  Taxes on Shares Issued..................................................................122
Section 15.8  Reservation of Shares; Shares to be Fully Paid; Compliance with Governmental
                               Requirements; Listing of Common Stock..................................122
Section 15.9  Responsibility of Trustee...............................................................123
Section 15.10  Notice to Holders Prior to Certain Actions.............................................124
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                             ARTICLE SIXTEEN - MISCELLANEOUS PROVISIONS

Section 16.1  Provisions Binding on Company's Successors..............................................126
Section 16.2  Official Acts by Successor Corporation..................................................126
Section 16.3  Addresses for Notices, Etc. ............................................................126
Section 16.4  Governing Law...........................................................................127
Section 16.5  Evidence of Compliance with Conditions Precedent; Certificates to Trustee...............127
Section 16.6  Legal Holidays..........................................................................128
Section 16.7  Trust Indenture Act.....................................................................128
Section 16.8  No Security Interest Created............................................................128
Section 16.9  Benefits of Indenture...................................................................129
Section 16.10  Table of Contents, Headings, Etc.......................................................129
Section 16.11  Authenticating Agent...................................................................129
Section 16.12  Execution in Counterparts..............................................................130
Section 16.13  Severability...........................................................................130
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                  Reconciliation and Tie Between the Trust Indenture Act of 1939
and Indenture, dated as of February 1, 2000, between Conexant Systems, Inc. and
Bank One Trust Company, National Association, as Trustee.

TRUST INDENTURE ACT SECTION                              INDENTURE SECTION

Section 310(a)(1)................................        8.9
               (a)(2)............................        8.9
               (a)(3)............................        Not Applicable
               (a)(4)............................        Not Applicable
               (a)(5)............................        8.9
               (b)...............................        8.8; 8.9; 8.10; 8.11
Section 311(a) ..................................        8.13
               (b)...............................        8.13
               (b)(2)............................        8.13
Section 312(a) ..................................        6.1; 6.2(a)
               (b)...............................        6.2(b)
               (c)...............................        6.2(c)
Section 313(a) ..................................        6.3(a)
               (b)...............................        6.3(a)
               (c)...............................        6.3(a)
               (d)...............................        6.3(b)
Section 314(a) ..................................        6.4
               (b)...............................        Not Applicable
               (c)(1)............................        16.5
               (c)(2)............................        16.5
               (c)(3)............................        Not Applicable
               (d)...............................        Not Applicable
               (e)...............................        16.5
Section 315(a) ..................................        8.1
               (b)...............................        7.8
               (c)...............................        8.1
               (d)...............................        8.1
               (d)(1)............................        8.1(a)
               (d)(2)............................        8.1(b)
               (d)(3)............................        8.1(c)
               (e)...............................        7.9
Section 316(a) ..................................        7.7
               (a)(1)(A).........................        7.7
               (a)(1)(B).........................        7.7
               (a)(2)............................        Not Applicable
               (b)...............................        7.4
Section 317(a)(1)................................        7.5
               (a)(2)............................        7.5
               (b)...............................        5.4
Section 318(a) ..................................        16.7


Note: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Indenture.


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                                    INDENTURE

                  INDENTURE, dated as of February 1, 2000, between Conexant
Systems, Inc., a Delaware corporation (hereinafter called the "Company") having
its principal office at 4311 Jamboree Road, Newport Beach, California
92660-3095, and Bank One Trust Company, National Association, a national banking
association, as trustee hereunder (hereinafter called the "Trustee") having its
principal corporate office at 1 Bank One Plaza, Suite IL1-0126, Chicago,
Illinois, 60670 - 0126

                              W I T N E S S E T H :

                  WHEREAS, for its lawful corporate purposes, the Company has
duly authorized the issue of its 4% Convertible Subordinated Notes due 2007
(hereinafter called the "Notes"), in an aggregate principal amount not to exceed
$500,000,000 (or $650,000,000 if the purchase right set forth in Section 2 of
the Purchase Agreement dated January 28, 2000 (as amended from time to time by
the parties thereto) by and between the Company and the Initial Purchaser is
exercised in full) and, to provide the terms and conditions upon which the Notes
are to be authenticated, issued and delivered, the Company has duly authorized
the execution and delivery of this Indenture; and

                  WHEREAS, the Notes, the certificate of authentication to be
borne by the Notes, a form of assignment, a form of option to elect repayment
upon a Fundamental Change, and a form of conversion notice to be borne by the
Notes are to be substantially in the forms hereinafter provided for; and

                  WHEREAS, all acts and things necessary to make the Notes, when
executed by the Company and authenticated and delivered by the Trustee or a duly
authorized authenticating agent, as in this Indenture provided, the valid,
binding and legal obligations of the Company, and to constitute these presents a
valid agreement according to its terms, have been done and performed, and the
execution of this Indenture and the issue hereunder of the Notes have in all
respects been duly authorized.

<PAGE>   11

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

                  That in order to declare the terms and conditions upon which
the Notes are, and are to be, authenticated, issued and delivered, and in
consideration of the premises and of the purchase and acceptance of the Notes by
the holders thereof, the Company covenants and agrees with the Trustee for the
equal and proportionate benefit of the respective holders from time to time of
the Notes (except as otherwise provided below), as follows:

                                   ARTICLE ONE

                                   DEFINITIONS

                  Section 1.1 Definitions. The terms defined in this Section 1.1
(except as herein otherwise expressly provided or unless the context otherwise
requires) for all purposes of this Indenture and of any indenture supplemental
hereto shall have the respective meanings specified in this Section 1.1. All
other terms used in this Indenture that are defined in the Trust Indenture Act
or which are by reference therein defined in the Securities Act (except as
herein otherwise expressly provided or unless the context otherwise requires)
shall have the meanings assigned to such terms in said Trust Indenture Act and
in said Securities Act as in force at the date of the execution of this
Indenture. The words "herein", "hereof", "hereunder", and words of similar
import refer to this Indenture as a whole and not to any particular Article,
Section or other Subdivision. The terms defined in this Article include the
plural as well as the singular.

                  "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 specified Person means the power to
direct or cause the direction of the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise, and the terms


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<PAGE>   12

"controlling" and "controlled" have meanings correlative to the foregoing.

                  "Board of Directors" means the Board of Directors of the
Company or a committee of such Board duly authorized to act for it hereunder.

                  "Business Day" means each Monday, Tuesday, Wednesday, Thursday
and Friday which is not a day on which the banking institutions in The City of
New York or the city in which the Corporate Trust Office is located are
authorized or obligated by law or executive order to close or be closed.

                  "Closing Price" has the meaning specified in Section
15.5(h)(1).

                  "Commission" means the Securities and Exchange Commission, as
from time to time constituted, created under the Exchange Act, or, if at any
time after the execution of this Indenture such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then the
body performing such duties at such time.

                  "Common Stock" means any stock of any class of the Company
which has no preference in respect of dividends or of amounts payable in the
event of any voluntary or involuntary liquidation, dissolution or winding up of
the Company and which is not subject to redemption by the Company. Subject to
the provisions of Section 15.6, however, shares issuable on conversion of Notes
shall include only shares of the class designated as common stock of the Company
at the date of this Indenture (namely, the Common Stock, par value $1 per share)
or shares of any class or classes resulting from any reclassification or
reclassifications thereof and which have no preference in respect of dividends
or of amounts payable in the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Company and which are not subject to redemption
by the Company; provided, however, that if at any time there shall be more than
one such resulting class, the shares of each such class then so issuable shall
be


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<PAGE>   13

substantially in the proportion which the total number of shares of such class
resulting from all such reclassifications bears to the total number of shares of
all such classes resulting from all such reclassifications.

                  "Company" means the corporation named as the "Company" in the
first paragraph of this Indenture, and, subject to the provisions of Article
Twelve, shall include its successors and assigns.

                  "Company Notice" has the meaning specified in Section 3.5(b).

                  "Conexant Credit Agreement" means the Credit Agreement dated
as of December 21, 1998 among the Company, certain subsidiaries of the Company
from time to time party thereto, the lenders from time to time party thereto
(the "Lenders"), the Issuing Banks (as defined therein) and Credit Suisse First
Boston, as Administrative Agent and Collateral Agent for the Lenders, as such
agreement may be amended, modified, restated or supplemented from time to time
and any deferral, renewal, extension, refunding, refinancing or replacement
thereof.

                  "Conversion Price" has the meaning specified in Section 15.4.

                  "Corporate Trust Office" or other similar term, means the
designated office of the Trustee at which at any particular time its corporate
trust business shall be administered, which office is, at the date as of which
this Indenture is dated, located at 1 Bank One Plaza, Suite IL1-0126, Chicago,
Illinois, 60670-0126.

                  "Custodian" means Bank One Trust Company, National
Association, as custodian with respect to the Notes in global form, or any
successor entity thereto.

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

                  "Defaulted Interest" has the meaning specified in Section 2.3.


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<PAGE>   14

                  "Depositary" means, with respect to the Notes issuable or
issued in whole or in part in global form, the Person specified in Section
2.5(d) as the Depositary with respect to such Notes, until a successor shall
have been appointed and become such pursuant to the applicable provisions of
this Indenture, and thereafter, "Depositary" shall mean or include such
successor.

                  "Designated Senior Indebtedness" means (i) any Senior
Indebtedness outstanding from time to time under the Conexant Credit Agreement
and (ii) any other Senior Indebtedness with respect to which the instrument
creating or evidencing the same or the assumption or guarantee thereof (or
related agreements or documents to which the Company is a party) expressly
provides that such Senior Indebtedness shall be "Designated Senior Indebtedness"
for purposes of this Indenture (provided that such instrument, agreement or
other document may place limitations and conditions on the right of such Senior
Indebtedness to exercise the rights of Designated Senior Indebtedness). If any
payment made to any holder of any Designated Senior Indebtedness or its
Representative with respect to such Designated Senior Indebtedness is rescinded
or must otherwise be returned by such holder or Representative upon the
insolvency, bankruptcy or reorganization of the Company or otherwise, the
reinstated Indebtedness of the Company arising as a result of such rescission or
return shall constitute Designated Senior Indebtedness effective as of the date
of such rescission or return.

                  "Event of Default" means any event specified in Section
7.1(a), (b), (c), (d) or (e).

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder, as in effect from
time to time.

                  "Fundamental Change" means the occurrence of any transaction
or event in connection with which all or substantially all of the Common Stock
shall be exchanged for, converted into, acquired for or constitute solely the
right to receive consideration (whether by means of an


                                       5
<PAGE>   15

exchange offer, liquidation, tender offer, consolidation, merger, combination,
reclassification, recapitalization or otherwise) which is not all or
substantially all common stock listed (or, upon consummation of or immediately
following such transaction or event, which will be listed) on a United States
national securities exchange or approved for quotation on the Nasdaq National
Market or any similar United States system of automated dissemination of
quotations of securities prices.

                  "Global Note" has the meaning set forth in Section 2.5(b).

                  "Headquarters Lease Documentation" means the following
(individually and collectively):

                  (i) the Lease dated as of August 18, 1998 between Deutsche
         Bank AG, New York Branch, as Agent Lessor for the Lessors named
         therein, and the Company, as Lessee, (the "Lease");

                  (ii) the Guarantee dated as of August 18, 1998 made by
         Rockwell International Corporation in favor of Deutsche Bank AG, New
         York Branch and/or Grand Cayman Branch, in its individual capacity, as
         Agent Lessor and as Agent and various financial institutions referred
         to therein as Lessors or as Lenders (the "Guarantee");

                  (iii) the Participation Agreement dated as of August 18, 1998,
         among the Company, as Lessee, Deutsche Bank AG, New York Branch and/or
         Cayman Islands Branch, as Agent Lessor, Lessor, Agent for the Lenders
         and Lender and Deutsche Bank Securities Inc., as Arranger (the
         "Participation Agreement"); and

                  (iv) the other operative agreements referred to in any of the
         Lease, the Guarantee or the Participation Agreement;

in each case as amended, modified, supplemented or restated from time to time.


                                       6
<PAGE>   16

                  "Indebtedness" means, with respect to any Person, and without
duplication: (a) all indebtedness, obligations and other liabilities (contingent
or otherwise) of such Person for borrowed money (including obligations of the
Company in respect of overdrafts, foreign exchange contracts, currency exchange
agreements, interest rate protection agreements, and any loans or advances from
banks, whether or not evidenced by notes or similar instruments) or evidenced by
bonds, debentures, notes or similar instruments (whether or not the recourse of
the lender is to the whole of the assets of such Person or to only a portion
thereof), other than any account payable or other accrued current liability or
obligation incurred in the ordinary course of business in connection with the
obtaining of materials or services; (b) all reimbursement obligations and other
liabilities (contingent or otherwise) of such Person with respect to letters of
credit, bank guarantees or bankers' acceptances; (c) all obligations and
liabilities (contingent or otherwise) in respect of leases of such Person
required, in conformity with generally accepted accounting principles, to be
accounted for as capitalized lease obligations on the balance sheet of such
Person and all obligations and other liabilities (contingent or otherwise) under
the Headquarters Lease Documentation and any lease or related document
(including a purchase agreement) in connection with the lease of real property
which provides that such Person is contractually obligated to purchase or cause
a third party to purchase the leased property and thereby guarantee a minimum
residual value of the leased property to the lessor and the obligations of such
Person under such lease or related document to purchase or to cause a third
party to purchase such leased property; (d) all obligations of such Person
(contingent or otherwise) with respect to an interest rate or other swap, cap or
collar agreement or other similar instrument or agreement or foreign currency
hedge, exchange, purchase or similar instrument or agreement; (e) all direct or
indirect guaranties or similar agreements by such Person in respect of, and
obligations or liabilities (contingent or otherwise) of such Person to purchase
or otherwise acquire or otherwise assure a creditor against loss in respect of,
indebtedness, obligations or liabilities of another Person of the kind described
in clauses (a) through (d); (f) any


                                       7
<PAGE>   17

indebtedness or other obligations described in clauses (a) through (e) secured
by any mortgage, pledge, lien or other encumbrance existing on property which is
owned or held by such Person, regardless of whether the indebtedness or other
obligation secured thereby shall have been assumed by such Person; and (g) any
and all deferrals, renewals, extensions and refundings of, or amendments,
modifications or supplements to, any indebtedness, obligation or liability of
the kind described in clauses (a) through (f). For purposes of clause (c) of
this definition, the phrase "all obligations and other liabilities (continent or
otherwise) under the Headquarters Lease Documentation" shall mean the "Lease
Payment Obligations" as such term is defined in the Lease referred to in the
definition of Headquarters Lease Documentation, without regard to whether such
Lease Payment Obligations are paid pursuant to the Lease or the Guarantee
referred to in the definition of Headquarters Lease Documentation, but without
duplication of any obligation, liability or payment in respect of any amount
constituting Lease Payment Obligations under the Lease or the Guarantee.

                  "Indenture" means this instrument as originally executed or,
if amended or supplemented as herein provided, as so amended or supplemented.

                  "Initial Purchaser" means Morgan Stanley & Co. Incorporated.

                  "Institutional Accredited Investor" means an institutional
"accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7)
under the Securities Act.

                  "Liquidated Damages" has the meaning specified for "Liquidated
Damages Amount" in Section 2(e) of the Registration Rights Agreement.

                  "Non-Payment Default" has the meaning specified in Section
4.2(ii).

                  "Note" or "Notes" means any Note or Notes, as the case may be,
authenticated and delivered under this Indenture, including the Global Note.


                                       8
<PAGE>   18

                  "Note register" has the meaning specified in Section 2.5(a).

                  "Note registrar" has the meaning specified in Section 2.5(a).

                  "Noteholder" or "holder" as applied to any Note, or other
similar terms (but excluding the term "beneficial holder"), means any Person in
whose name at the time a particular Note is registered on the Note registrar's
books.

                  "Notice Date" has the meaning specified in Section 3.1(b).

                  "Officers' Certificate", when used with respect to the
Company, means a certificate signed by both (a) the Chairman of the Board, the
Chief Executive Officer, the President or any Vice President (whether or not
designated by a number or numbers or word or words added before or after the
title "Vice President") and (b) the Treasurer or any Assistant Treasurer, the
Controller or any Assistant Controller, or the Secretary or any Assistant
Secretary of the Company.

                  "Opinion of Counsel" means an opinion in writing signed by
legal counsel, who may be an employee of or counsel to the Company, or other
counsel reasonably acceptable to the Trustee.

                  "Optional Redemption" has the meaning specified in Section
3.1(b).

                  "Outstanding", when used with reference to Notes and subject
to the provisions of Section 9.4, means, as of any particular time, all Notes
authenticated and delivered by the Trustee under this Indenture, except:

                  (a) Notes theretofore canceled by the Trustee or delivered to
         the Trustee for cancellation;

                  (b) Notes, or portions thereof, (i) for the redemption of
         which monies in the necessary amount shall have been deposited in trust
         with the Trustee or


                                       9
<PAGE>   19

         with any paying agent (other than the Company) or (ii) which shall have
         been otherwise defeased in accordance with Article Thirteen;

                  (c) Notes in lieu of which, or in substitution for which,
         other Notes shall have been authenticated and delivered pursuant to the
         terms of Section 2.6; and

                  (d) Notes converted into Common Stock pursuant to Article
         Fifteen and Notes deemed not outstanding pursuant to Article Three.

                  "Payment Blockage Notice" has the meaning specified in Section
4.2(ii).

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

                  "Portal Market" means The Portal Market operated by the
National Association of Securities Dealers, Inc. or any successor thereto.

                  "Predecessor Note" of any particular Note means every previous
Note evidencing all or a portion of the same debt as that evidenced by such
particular Note, and, for the purposes of this definition, any Note
authenticated and delivered under Section 2.6 in lieu of a lost, destroyed or
stolen Note shall be deemed to evidence the same debt as the lost, destroyed or
stolen Note that it replaces.

                  "QIB" means a "qualified institutional buyer" as defined in
Rule 144A.

                  "Registration Rights Agreement" means that certain
Registration Rights Agreement, dated as of February 1, 2000, among the Company
and the Initial Purchasers, as amended from time to time in accordance with its
terms.

                  "Representative" means (a) the indenture trustee or other
trustee, agent or representative for any Senior


                                       10
<PAGE>   20

Indebtedness or (b) with respect to any Senior Indebtedness that does not have
any such trustee, agent or other representative, (i) in the case of such Senior
Indebtedness issued pursuant to an agreement providing for voting arrangements
as among the holders or owners of such Senior Indebtedness, any holder or owner
of such Senior Indebtedness acting with the consent of the required Persons
necessary to bind such holders or owners of such Senior Indebtedness and (ii) in
the case of all other such Senior Indebtedness, the holder or owner of such
Senior Indebtedness.

                  "Responsible Officer", when used with respect to the Trustee,
means an officer of the Trustee in the Corporate Trust Office assigned and duly
authorized by the Trustee to administer this Indenture.

                  "Restricted Securities" has the meaning specified in Section
2.5(d).

                  "Rights" has the meaning specified in Section 5.11.

                  "Rights Agreement" has the meaning specified in Section 5.11.

                  "Rule 144A" means Rule 144A as promulgated under the
Securities Act.

                  "Securities Act" means the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder, as in effect from time to
time.

                  "Senior Indebtedness" means the principal of, premium, if any,
interest (including all interest accruing subsequent to the commencement of any
bankruptcy or similar proceeding, whether or not a claim for post-petition
interest is allowable as a claim in any such proceeding) and rent payable on or
in connection with, and all fees, costs, expenses and other amounts accrued or
due on or in connection with, Indebtedness of the Company, whether outstanding
on the date of this Indenture or thereafter created, incurred, assumed,
guaranteed or in effect


                                       11
<PAGE>   21

guaranteed by the Company (including all deferrals, renewals, extensions or
refundings of, or amendments, modifications or supplements to, the foregoing),
unless in the case of any particular Indebtedness the instrument creating or
evidencing the same or the assumption or guarantee thereof expressly provides
that such Indebtedness shall not be senior in right of payment to the Notes or
expressly provides that such Indebtedness is "pari passu" or "junior" to the
Notes. Notwithstanding the foregoing, the term "Senior Indebtedness" shall not
include the Company's 4 1/4% Convertible Subordinated Notes due 2006 or any
Indebtedness of the Company to any subsidiary of the Company, a majority of the
voting stock of which is owned, directly or indirectly, by the Company. If any
payment made to any holder of any Senior Indebtedness or its Representative with
respect to such Senior Indebtedness is rescinded or must otherwise be returned
by such holder or Representative upon the insolvency, bankruptcy or
reorganization of the Company or otherwise, the reinstated Indebtedness of the
Company arising as a result of such rescission or return shall constitute Senior
Indebtedness effective as of the date of such rescission or return.

                  "Significant Subsidiary" means, as of any date of
determination, a Subsidiary of the Company that would constitute a "significant
subsidiary" as such term is defined under Rule 1-02 of Regulation S-X of the
Commission.

                  "Subsidiary" means, with respect to any Person, (i) any
corporation, association or other business entity of which more than 50% of the
total voting power of shares of capital stock or other equity interest entitled
(without regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by such Person or one or more of the other subsidiaries
of that Person (or a combination thereof) and (ii) any partnership (a) the sole
general partner or managing general partner of which is such Person or a
subsidiary of such Person or (b) the only general partners of which are such
Person or of one or more subsidiaries of such Person (or any combination
thereof).


                                       12
<PAGE>   22

                  "Trading Day" has the meaning specified in Section 15.5(h)(5).

                  "Trigger Event" has the meaning specified in Section 15.5(d).

                  "Trust Indenture Act" means the Trust Indenture Act of 1939,
as amended, as it was in force at the date of this Indenture, except as provided
in Sections 11.3 and 15.6; provided, however, that, in the event the Trust
Indenture Act of 1939 is amended after the date hereof, the term "Trust
Indenture Act" shall mean, to the extent required by such amendment, the Trust
Indenture Act of 1939 as so amended.

                  "Trustee" means Bank One Trust Company, National Association,
and its successors and any corporation resulting from or surviving any
consolidation or merger to which it or its successors may be a party and any
successor trustee at the time serving as successor trustee hereunder.

                  The definitions of certain other terms are as specified in
Sections 2.5 and 3.5 and Article Fifteen.

                                   ARTICLE TWO

                         ISSUE, DESCRIPTION, EXECUTION,
                       REGISTRATION AND EXCHANGE OF NOTES

                  Section 2.1 Designation Amount and Issue of Notes. The Notes
shall be designated as "4% Convertible Subordinated Notes due 2007". Notes not
to exceed the aggregate principal amount of $500,000,000 (or $650,000,000 if the
purchase right set forth in Section 2 of the Purchase Agreement dated January
28, 2000 (as amended from time to time by the parties thereto) by and between
the Company and the Initial Purchaser is exercised in full) (except pursuant to
Sections 2.5, 2.6, 3.3, 3.5 and 15.2 hereof) upon the execution of this
Indenture, or from time to time thereafter, may be executed by the Company and
delivered to the Trustee for authentication, and the Trustee shall thereupon
authenticate and deliver said Notes to or upon the written order of the Company,
signed by (a) its Chairman of


                                       13
<PAGE>   23

the Board, Chief Executive Officer, President or any Vice President (whether or
not designated by a number or numbers or word or words added before or after the
title "Vice President") and (b) its Treasurer or any Assistant Treasurer, its
Controller or any Assistant Controller or its Secretary or any Assistant
Secretary, without any further action by the Company hereunder.

                  Section 2.2 Form of Notes. The Notes and the Trustee's
certificate of authentication to be borne by such Notes shall be substantially
in the form set forth in Exhibit A, which is incorporated in and made a part of
this Indenture.

                  Any of the Notes may have such letters, numbers or other marks
of identification and such notations, legends and endorsements as the officers
executing the same may approve (execution thereof to be conclusive evidence of
such approval) and as are not inconsistent with the provisions of this
Indenture, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any
securities exchange or automated quotation system on which the Notes may be
listed, or to conform to usage.

                  Any Note in global form shall represent such of the
outstanding Notes as shall be specified therein and shall provide that it shall
represent the aggregate amount of outstanding Notes from time to time endorsed
thereon and that the aggregate amount of outstanding Notes represented thereby
may from time to time be increased or reduced to reflect transfers or exchanges
permitted hereby. Any endorsement of a Note in global form to reflect the amount
of any increase or decrease in the amount of outstanding Notes represented
thereby shall be made by the Trustee or the Custodian, at the direction of the
Trustee, in such manner and upon instructions given by the holder of such Notes
in accordance with this Indenture. Payment of principal of and interest and
premium, if any, on any Note in global form shall be made to the holder of such
Note.


                                       14
<PAGE>   24

                  The terms and provisions contained in the form of Note
attached as Exhibit A hereto shall constitute, and are hereby expressly made, a
part of this Indenture and, to the extent applicable, the Company and the
Trustee, by their execution and delivery of this Indenture, expressly agree to
such terms and provisions and to be bound thereby.

                  Section 2.3 Date and Denomination of Notes; Payments of
Interest. The Notes shall be issuable in registered form without coupons in
denominations of $1,000 principal amount and integral multiples thereof. Every
Note shall be dated the date of its authentication and shall bear interest from
the applicable date in each case as specified on the face of the form of Note
attached as Exhibit A hereto. Interest on the Notes shall be computed on the
basis of a 360-day year comprised of twelve (12) 30-day months.

                  The Person in whose name any Note (or its Predecessor Note) is
registered on the Note register at the close of business on any record date with
respect to any interest payment date shall be entitled to receive the interest
payable on such interest payment date, except (i) that the interest payable upon
redemption (unless the date of redemption is an interest payment date) will be
payable to the Person to whom principal is payable and (ii) as set forth in the
next succeeding sentence. In the case of any Note (or portion thereof) that is
converted into Common Stock during the period from (but excluding) a record date
to (but excluding) the next succeeding interest payment date either (x) if such
Note (or portion thereof) has been called for redemption on a redemption date
which occurs during such period, or is to be redeemed in connection with a
Fundamental Change on a Repurchase Date (as defined in Section 3.5) that occurs
during such period, the Company shall not be required to pay interest on such
interest payment date in respect of any such Note (or portion thereof) except to
the extent required to be paid upon redemption of such Note or portion thereof
pursuant to Section 3.3 or 3.5 hereof or (y) if such Note (or portion thereof)
has not been called for redemption on a redemption date that occurs during such
period and is not to be


                                       15
<PAGE>   25

redeemed in connection with a Fundamental Change on a Repurchase Date that
occurs during such period, such Note (or portion thereof) that is submitted for
conversion during such period shall be accompanied by funds equal to the
interest payable on such succeeding interest payment date on the principal
amount so converted, as provided in the penultimate paragraph of Section 15.2
hereof. Interest shall be payable at the office of the Company maintained by the
Company for such purposes in the Borough of Manhattan, City of New York, which
shall initially be an office or agency of the Trustee and may, as the Company
shall specify to the paying agent in writing by each record date, be paid either
(i) by check mailed to the address of the Person entitled thereto as it appears
in the Note register (provided that the holder of Notes with an aggregate
principal amount in excess of $5,000,000 shall, at the written election of such
holder, be paid by wire transfer in immediately available funds) or (ii) by
transfer to an account maintained by such Person located in the United States;
provided, however, that payments to the Depositary will be made by wire transfer
of immediately available funds to the account of the Depositary or its nominee.
The term "record date" with respect to any interest payment date shall mean the
January 15 or July 15 preceding the relevant February 1 or August 1,
respectively.

                  Any interest on any Note which is payable, but is not
punctually paid or duly provided for, on any February 1 or August 1 (herein
called "Defaulted Interest") shall forthwith cease to be payable to the
Noteholder on the relevant record date by virtue of his having been such
Noteholder, and such Defaulted Interest shall be paid by the Company, at its
election in each case, as provided in clause (1) or (2) below:

                  (1) The Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Notes (or their respective
         Predecessor Notes) are registered at the close of business on a special
         record date for the payment of such Defaulted Interest, which shall be
         fixed in the following manner. The Company shall notify the Trustee in
         writing of the amount of


                                       16
<PAGE>   26

         Defaulted Interest to be paid on each Note and the date of the payment
         (which shall be not less than twenty-five (25) days after the receipt
         by the Trustee of such notice, unless the Trustee shall consent to an
         earlier date), and at the same time the Company shall deposit with the
         Trustee an amount of money equal to the aggregate amount to be paid in
         respect of such Defaulted Interest or shall make arrangements
         satisfactory to the Trustee for such deposit prior to the date of the
         proposed payment, such money when deposited to be held in trust for the
         benefit of the Person entitled to such Defaulted Interest as in this
         clause provided. Thereupon the Trustee shall fix a special record date
         for the payment of such Defaulted Interest which shall be not more than
         fifteen (15) days and not less than ten (10) days prior to the date of
         the proposed payment, and not less than ten (10) days after the receipt
         by the Trustee of the notice of the proposed payment, the Trustee shall
         promptly notify the Company of such special record date and, in the
         name and at the expense of the Company, shall cause notice of the
         proposed payment of such Defaulted Interest and the special record date
         therefor to be mailed, first-class postage prepaid, to each Noteholder
         at his address as it appears in the Note register, not less than ten
         (10) days prior to such special record date. Notice of the proposed
         payment of such Defaulted Interest and the special record date therefor
         having been so mailed, such Defaulted Interest shall be paid to the
         Persons in whose names the Notes (or their respective Predecessor
         Notes) were registered at the close of business on such special record
         date and shall no longer be payable pursuant to the following clause
         (2) of this Section 2.3.

                  (2) The Company may make payment of any Defaulted Interest in
         any other lawful manner not inconsistent with the requirements of any
         securities exchange or automated quotation system on which the Notes
         may be listed or designated for issuance, and upon such notice as may
         be required by such exchange or automated quotation system, if, after
         notice given by the Company


                                       17
<PAGE>   27

         to the Trustee of the proposed payment pursuant to this clause, such
         manner of payment shall be deemed practicable by the Trustee.

                  Section 2.4 Execution of Notes. The Notes shall be signed in
the name and on behalf of the Company by the manual or facsimile signature of
its Chairman of the Board, Chief Executive Officer, President or any Vice
President (whether or not designated by a number or numbers or word or words
added before or after the title "Vice President") and attested by the manual or
facsimile signature of its Secretary or any of its Assistant Secretaries or its
Treasurer or any of its Assistant Treasurers (which may be printed, engraved or
otherwise reproduced thereon, by facsimile or otherwise). Only such Notes as
shall bear thereon a certificate of authentication substantially in the form set
forth on the form of Note attached as Exhibit A hereto, manually executed by the
Trustee (or an authenticating agent appointed by the Trustee as provided by
Section 16.11), shall be entitled to the benefits of this Indenture or be valid
or obligatory for any purpose. Such certificate by the Trustee (or such an
authenticating agent) upon any Note executed by the Company shall be conclusive
evidence that the Note so authenticated has been duly authenticated and
delivered hereunder and that the holder is entitled to the benefits of this
Indenture.

                  In case any officer of the Company who shall have signed any
of the Notes shall cease to be such officer before the Notes so signed shall
have been authenticated and delivered by the Trustee, or disposed of by the
Company, such Notes nevertheless may be authenticated and delivered or disposed
of as though the person who signed such Notes had not ceased to be such officer
of the Company, and any Note may be signed on behalf of the Company by such
persons as, at the actual date of the execution of such Note, shall be the
proper officers of the Company, although at the date of the execution of this
Indenture any such person was not such an officer.


                                       18
<PAGE>   28

                  Section 2.5 Exchange and Registration of Transfer of Notes;
Restrictions on Transfer; Depositary.

                  (a) The Company shall cause to be kept at the Corporate Trust
Office a register (the register maintained in such office and in any other
office or agency of the Company designated pursuant to Section 5.2 being herein
sometimes collectively referred to as the "Note register") in which, subject to
such reasonable regulations as it may prescribe, the Company shall provide for
the registration of Notes and of transfers of Notes. The Note register shall be
in written form or in any form capable of being converted into written form
within a reasonably prompt period of time. The Trustee is hereby appointed "Note
registrar" for the purpose of registering Notes and transfers of Notes as herein
provided. The Company may appoint one or more co-registrars in accordance with
Section 5.2.

                  Upon surrender for registration of transfer of any Note to the
Note registrar or any co-registrar, and satisfaction of the requirements for
such transfer set forth in this Section 2.5, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Notes of any authorized denominations and of a
like aggregate principal amount and bearing such restrictive legends as may be
required by this Indenture.

                  Notes may be exchanged for other Notes of any authorized
denominations and of a like aggregate principal amount, upon surrender of the
Notes to be exchanged at any such office or agency maintained by the Company
pursuant to Section 5.2. Whenever any Notes are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the Notes
which the Noteholder making the exchange is entitled to receive bearing
registration numbers not contemporaneously outstanding.

                  All Notes issued upon any registration of transfer or exchange
of Notes shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same


                                       19
<PAGE>   29

benefits under this Indenture, as the Notes surrendered upon such registration
of transfer or exchange.

                  All Notes presented or surrendered for registration of
transfer or for exchange, redemption or conversion shall (if so required by the
Company or the Note registrar) be duly endorsed, or be accompanied by a written
instrument or instruments of transfer in form satisfactory to the Company, and
the Notes shall be duly executed by the Noteholder thereof or his attorney duly
authorized in writing.

                  No service charge shall be made for any registration of
transfer or exchange of Notes, but the Company may require payment of a sum
sufficient to cover any tax, assessment or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of Notes.

                  Neither the Company nor the Trustee nor any Note registrar
shall be required to exchange or register a transfer of (a) any Notes for a
period of fifteen (15) days next preceding any selection of Notes to be
redeemed, (b) any Notes or portions thereof called for redemption pursuant to
Section 3.2, (c) any Notes or portions thereof surrendered for conversion
pursuant to Article Fifteen or (d) any Notes or portions thereof tendered for
redemption (and not withdrawn) pursuant to Section 3.5.

                  (b) So long as the Notes are eligible for book-entry
settlement with the Depositary, or unless otherwise required by law, all Notes
that, upon initial issuance are beneficially owned by QIBs or as a result of a
sale or transfer after initial issuance are beneficially owned by QIBs, will be
represented by one or more Notes in global form registered in the name of the
Depositary or the nominee of the Depositary (the "Global Note"), except as
otherwise specified below. The transfer and exchange of beneficial interests in
any such Global Note shall be effected through the Depositary in accordance with
this Indenture and the procedures of the Depositary therefor. The Trustee shall
make appropriate endorsements to reflect increases or


                                       20
<PAGE>   30

decreases in the principal amounts of any such Global Note as set forth on the
face of the Note ("Principal Amount") to reflect any such transfers. Except as
provided below, beneficial owners of a Global Note shall not be entitled to have
certificates registered in their names, will not receive or be entitled to
receive physical delivery of certificates in definitive form and will not be
considered holders of such Global Note.

                  (c) So long as the Notes are eligible for book-entry
settlement with the Depositary, or unless otherwise required by law, upon any
transfer of a definitive Note to a QIB in accordance with Rule 144A, and upon
receipt of the definitive Note or Notes being so transferred, together with a
certification, substantially in the form on the reverse of the Note, from the
transferor that the transfer is being made in compliance with Rule 144A (or
other evidence satisfactory to the Trustee), the Trustee shall make an
endorsement on the Global Note to reflect an increase in the aggregate Principal
Amount of the Notes represented by such Global Note, and the Trustee shall
cancel such definitive Note or Notes in accordance with the standing
instructions and procedures of the Depositary, the aggregate Principal Amount of
the Notes represented by such Global Note to be increased accordingly; provided,
however, that no definitive Note, or portion thereof, in respect of which the
Company or an Affiliate of the Company held any beneficial interest shall be
included in such Global Note until such definitive Note is freely tradable in
accordance with Rule 144(k) under the Securities Act, provided further that the
Trustee shall issue Notes in definitive form upon any transfer of a beneficial
interest in the Global Note to the Company or any Affiliate of the Company.

                  Upon any sale or transfer of a Note to an Institutional
Accredited Investor (other than pursuant to a registration statement that has
been declared effective under the Securities Act), such Institutional Accredited
Investor shall, prior to such sale or transfer, furnish to the Company and/or
the Trustee a signed letter containing representations and agreements relating
to restrictions on transfer substantially in the form set forth in Exhibit B to


                                       21
<PAGE>   31

this Indenture. Upon any transfer of a beneficial interest in the Global Note to
an Institutional Accredited Investor, the Trustee shall make an endorsement on
the Global Note to reflect a decrease in the aggregate Principal Amount of the
Notes represented by such Global Note, and the Company shall execute a
definitive Note or Notes in exchange therefore, and the Trustee, upon receipt of
such definitive Note or Notes and the written order of the Company, shall
authenticate and deliver such, definitive Note or Notes.

                  Any Note in global form may be endorsed with or have
incorporated in the text thereof such legends or recitals or changes not
inconsistent with the provisions of this Indenture as may be required by the
Custodian, the Depositary or by the National Association of Securities Dealers,
Inc. in order for the Notes to be tradeable on The Portal Market or as may be
required for the Notes to be tradeable on any other market developed for trading
of securities pursuant to Rule 144A or required to comply with any applicable
law or any regulation thereunder or with the rules and regulations of any
securities exchange or automated quotation system upon which the Notes may be
listed or traded or to conform with any usage with respect thereto, or to
indicate any special limitations or restrictions to which any particular Notes
are subject.

                  (d) Every Note that bears or is required under this Section
2.5(d) to bear the legend set forth in this Section 2.5(d) (together with any
Common Stock issued upon conversion of the Notes and required to bear the legend
set forth in Section 2.5(e), collectively, the "Restricted Securities") shall be
subject to the restrictions on transfer set forth in this Section 2.5(d)
(including those set forth in the legend set forth below) unless such
restrictions on transfer shall be waived by written consent of the Company, and
the holder of each such Restricted Security, by such Noteholder's acceptance
thereof, agrees to be bound by all such restrictions on transfer. As used in
Sections 2.5(d) and 2.5(e), the term "transfer" encompasses any sale, pledge,
loan, transfer or other disposition whatsoever of any Restricted Security.


                                       22
<PAGE>   32

                  Until the expiration of the holding period applicable to sales
thereof under Rule 144(k) under the Securities Act (or any successor provision),
any certificate evidencing such Note (and all securities issued in exchange
therefor or substitution thereof, other than Common Stock, if any, issued upon
conversion thereof, which shall bear the legend set forth in Section 2.5(e), if
applicable) shall bear a legend in substantially the following form, unless such
Note has been sold pursuant to a registration statement that has been declared
effective under the Securities Act (and which continues to be effective at the
time of such transfer), or unless otherwise agreed by the Company in writing,
with written notice thereof to the Trustee:

         THE NOTE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED
         STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
         ANY STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
         WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
         PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS
         ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A
         "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
         SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS
         DEFINED IN RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT)
         ("INSTITUTIONAL ACCREDITED INVESTOR"); (2) AGREES THAT IT WILL NOT,
         PRIOR TO EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE
         NOTE EVIDENCED HEREBY UNDER RULE 144(K) UNDER THE SECURITIES ACT (OR
         ANY SUCCESSOR PROVISION), RESELL OR OTHERWISE TRANSFER THE NOTE
         EVIDENCED HEREBY OR THE COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH
         NOTE EXCEPT (A) TO CONEXANT SYSTEMS, INC. OR ANY SUBSIDIARY THEREOF,
         (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A
         UNDER THE SECURITIES ACT, (C) TO AN INSTITUTIONAL ACCREDITED INVESTOR
         THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO BANK ONE TRUST COMPANY,
         NATIONAL ASSOCIATION, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS
         APPLICABLE), A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS


                                       23
<PAGE>   33

         AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE NOTE
         EVIDENCED HEREBY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM SUCH
         TRUSTEE OR A SUCCESSOR TRUSTEE, AS APPLICABLE), (D) PURSUANT TO THE
         EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES
         ACT (IF AVAILABLE) OR (E) PURSUANT TO A REGISTRATION STATEMENT WHICH
         HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH
         CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER); (3) PRIOR TO
         SUCH TRANSFER (OTHER THAN A TRANSFER PURSUANT TO CLAUSE (2)(E) ABOVE),
         IT WILL FURNISH TO BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION, AS
         TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS,
         LEGAL OPINIONS OR OTHER INFORMATION AS THE TRUSTEE MAY REASONABLY
         REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN
         EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
         REQUIREMENTS OF THE SECURITIES ACT; AND (4) AGREES THAT IT WILL DELIVER
         TO EACH PERSON TO WHOM THE NOTE EVIDENCED HEREBY IS TRANSFERRED A
         NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH
         ANY TRANSFER OF THE NOTE EVIDENCED HEREBY PRIOR TO THE EXPIRATION OF
         THE HOLDING PERIOD APPLICABLE TO SALES OF THE NOTE EVIDENCED HEREBY
         UNDER RULE 144(K) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR
         PROVISION), THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE
         REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS
         CERTIFICATE TO BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE
         (OR A SUCCESSOR TRUSTEE, AS APPLICABLE). IF THE PROPOSED TRANSFEREE IS
         AN INSTITUTIONAL ACCREDITED INVESTOR OR IS A PURCHASER WHO IS NOT A
         U.S. PERSON, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO BANK
         ONE TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE (OR A SUCCESSOR
         TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
         INFORMATION AS SUCH TRUSTEE MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH
         TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A
         TRANSACTION NOT SUBJECT TO, THE REGISTRATION


                                       24
<PAGE>   34

         REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND WILL BE REMOVED UPON
         THE EARLIER OF THE TRANSFER OF THE NOTE EVIDENCED HEREBY PURSUANT TO
         CLAUSE (2)(E) ABOVE OR UPON ANY TRANSFER OF THE NOTE EVIDENCED HEREBY
         UNDER RULE 144(K) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR
         PROVISION). AS USED HEREIN, THE TERMS "UNITED STATES" AND "U.S. PERSON"
         HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES
         ACT.

                  Any Note (or security issued in exchange or substitution
therefor) as to which such restrictions on transfer shall have expired in
accordance with their terms or as to conditions for removal of the foregoing
legend set forth therein have been satisfied may, upon surrender of such Note
for exchange to the Note registrar in accordance with the provisions of this
Section 2.5, be exchanged for a new Note or Notes, of like tenor and aggregate
principal amount, which shall not bear the restrictive legend required by this
Section 2.5(d).

                  Notwithstanding any other provisions of this Indenture (other
than the provisions set forth in the second paragraph of Section 2.5(c) and in
this Section 2.5(d)), a Note in global form may not be transferred as a whole or
in part 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.

                  The Depositary shall be a clearing agency registered under the
Exchange Act. The Company initially appoints The Depository Trust Company to act
as Depositary with respect to the Notes in global form. Initially, the Global
Note shall be issued to the Depositary, registered in the name of Cede & Co., as
the nominee of the Depositary, and deposited with the Custodian for Cede & Co.

                  If at any time the Depositary for a Note in global form
notifies the Company that it is unwilling or unable to continue as Depositary
for such Note, the Company may


                                       25
<PAGE>   35

appoint a successor Depositary with respect to such Note. If a successor
Depositary is not appointed by the Company within ninety (90) days after the
Company receives such notice, the Company will execute, and the Trustee, upon
receipt of an Officers' Certificate for the authentication and delivery of
Notes, will authenticate and deliver, Notes in certificated form, in aggregate
principal amount equal to the principal amount of such Note in global form, in
exchange for such Note in global form.

                  If a Note in certificated form is issued in exchange for any
portion of a Note in global form after the close of business at the office or
agency where such exchange occurs on any record date and before the opening of
business at such office or agency on the next succeeding interest payment date,
interest will not be payable on such interest payment date in respect of such
certificated Note, but will be payable on such interest payment date, subject to
the provisions of Section 2.3, only to the Person to whom interest in respect of
such portion of such Note in global form is payable in accordance with the
provisions of this Indenture.

                  Notes in certificated form issued in exchange for all or a
part of a Note in global form pursuant to this Section 2.5 shall be registered
in such names and in such authorized denominations as the Depositary, pursuant
to instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. Upon execution and authentication, the Trustee shall
deliver such Notes in certificated form to the Persons in whose names such Notes
in certificated form are so registered.

                  At such time as all interests in a Note in global form have
been redeemed, converted, canceled, exchanged for Notes in certificated form, or
transferred to a transferee who receives Notes in certificated form thereof,
such Note in global form shall, upon receipt thereof, be canceled by the Trustee
in accordance with standing procedures and instructions existing between the
Depositary and the Custodian. At any time prior to such cancellation, if any
interest in a Note in global form is exchanged for Notes in


                                       26
<PAGE>   36

certificated form, redeemed, converted, repurchased or canceled, or transferred
to a transferee who receives Notes in certificated form therefor or any Note in
certificated form is exchanged or transferred for part of a Note in global form,
the principal amount of such Note in global form shall, in accordance with the
standing procedures and instructions existing between the Depositary and the
Custodian, be appropriately reduced or increased, as the case may be, and an
endorsement shall be made on such Note in global form, by the Trustee or the
Custodian, at the direction of the Trustee, to reflect such reduction or
increase.

                  (e) Until the expiration of the holding period applicable to
sales thereof under Rule 144(k) under the Securities Act (or any successor
provision), any stock certificate representing Common Stock issued upon
conversion of any Note shall bear a legend in substantially the following form,
unless such Common Stock has been sold pursuant to a registration statement that
has been declared effective under the Securities Act (and which continues to be
effective at the time of such transfer) or such Common Stock has been issued
upon conversion of Notes that have been transferred pursuant to a registration
statement that has been declared effective under the Securities Act, or unless
otherwise agreed by the Company in writing with written notice thereof to the
transfer agent:

         THE COMMON STOCK EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE
         UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
         ACT"), OR ANY STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE
         OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
         BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE.
         THE HOLDER HEREOF AGREES THAT, UNTIL THE EXPIRATION OF THE HOLDING
         PERIOD APPLICABLE TO SALES OF THE COMMON STOCK EVIDENCED HEREBY UNDER
         RULE 144(K) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), (1)
         IT WILL NOT RESELL OR OTHERWISE TRANSFER THE COMMON STOCK EVIDENCED
         HEREBY EXCEPT (A) TO CONEXANT SYSTEMS, INC. OR ANY


                                       27
<PAGE>   37

         SUBSIDIARY THEREOF, (B) TO A "QUALIFIED INSTITUTIONAL BUYER" (AS
         DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN COMPLIANCE WITH RULE
         144A, (C) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE
         501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) THAT PRIOR TO SUCH
         TRANSFER, FURNISHES TO CHASEMELLON SHAREHOLDER SERVICES, L.L.C., AS
         TRANSFER AGENT (OR A SUCCESSOR TRANSFER AGENT, AS APPLICABLE), A SIGNED
         LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO
         THE RESTRICTIONS ON TRANSFER OF THE COMMON STOCK EVIDENCED HEREBY (THE
         FORM OF WHICH LETTER CAN BE OBTAINED FROM SUCH TRANSFER AGENT OR A
         SUCCESSOR TRANSFER AGENT, AS APPLICABLE), (D) PURSUANT TO THE EXEMPTION
         FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF
         AVAILABLE), OR (E) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
         DECLARED EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE
         EFFECTIVE AT THE TIME OF SUCH TRANSFER); (2) PRIOR TO SUCH TRANSFER
         (OTHER THAN A TRANSFER PURSUANT TO CLAUSE (1)(E) ABOVE), IT WILL
         FURNISH TO CHASEMELLON SHAREHOLDER SERVICES, L.L.C., AS TRANSFER AGENT
         (OR A SUCCESSOR TRANSFER AGENT, AS APPLICABLE), SUCH CERTIFICATIONS,
         LEGAL OPINIONS OR OTHER INFORMATION AS SUCH TRANSFER AGENT MAY
         REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT
         TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
         REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; AND (3) IT WILL
         DELIVER TO EACH PERSON TO WHOM THE COMMON STOCK EVIDENCED HEREBY IS
         TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 1(E) ABOVE) A
         NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IF THE PROPOSED
         TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR OR IS A PURCHASER
         WHO IS NOT A U.S. PERSON, THE HOLDER MUST, PRIOR TO SUCH TRANSFER,
         FURNISH TO CHASEMELLON SHAREHOLDER SERVICES, L.L.C. (OR A SUCCESSOR
         TRANSFER AGENT, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR
         OTHER INFORMATION AS IT MAY REASONABLY REQUIRE TO


                                       28
<PAGE>   38

         CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM,
         OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
         THE SECURITIES ACT. THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF THE
         TRANSFER OF THE COMMON STOCK EVIDENCED HEREBY PURSUANT TO CLAUSE (1)(E)
         ABOVE OR UPON ANY TRANSFER OF THE COMMON STOCK EVIDENCED HEREBY AFTER
         THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE
         SECURITY EVIDENCED HEREBY UNDER RULE 144(K) UNDER THE SECURITIES ACT
         (OR ANY SUCCESSOR PROVISION). AS USED HEREIN, THE TERMS "UNITED STATES"
         AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER
         THE SECURITIES ACT.

                  Any such Common Stock as to which such restrictions on
transfer shall have expired in accordance with their terms or as to which the
conditions for removal of the foregoing legend set forth therein have been
satisfied may, upon surrender of the certificates representing such shares of
Common Stock for exchange in accordance with the procedures of the transfer
agent for the Common Stock, be exchanged for a new certificate or certificates
for a like number of shares of Common Stock, which shall not bear the
restrictive legend required by this Section 2.5(e).

                  (f) Any Note or Common Stock issued upon the conversion or
exchange of a Note that, prior to the expiration of the holding period
applicable to sales thereof under Rule 144(k) under the Securities Act (or any
successor provision), is purchased or owned by the Company or any Affiliate
thereof may not be resold by the Company or such Affiliate unless registered
under the Securities Act or resold pursuant to an exemption from the
registration requirements of the Securities Act in a transaction which results
in such Notes or Common Stock, as the case may be, no longer being "restricted
securities" (as defined under Rule 144).

                  Section 2.6 Mutilated, Destroyed, Lost or Stolen Notes. In
case any Note shall become mutilated or be


                                       29
<PAGE>   39

destroyed, lost or stolen, the Company in its discretion may execute, and upon
its written request the Trustee or an authenticating agent appointed by the
Trustee shall authenticate and make available for delivery, a new Note, bearing
a number not contemporaneously outstanding, in exchange and substitution for the
mutilated Note, or in lieu of and in substitution for the Note so destroyed,
lost or stolen. In every case the applicant for a substituted Note shall furnish
to the Company, to the Trustee and, if applicable, to such authenticating agent
such security or indemnity as may be required by them to save each of them
harmless for any loss, liability, cost or expense caused by or connected with
such substitution, and, in every case of destruction, loss or theft, the
applicant shall also furnish to the Company, to the Trustee and, if applicable,
to such authenticating agent evidence to their satisfaction of the destruction,
loss or theft of such Note and of the ownership thereof.

                  Following receipt by the Trustee or such authenticating agent,
as the case may be, of satisfactory security or indemnity and evidence, as
described in the preceding paragraph, the Trustee or such authenticating agent
may authenticate any such substituted Note and make available for delivery such
Note. Upon the issuance of any substituted Note, the Company may require the
payment of a sum sufficient to cover any tax, assessment or other governmental
charge that may be imposed in relation thereto and any other expenses connected
therewith. In case any Note which has matured or is about to mature or has been
called for redemption or has been tendered for redemption (and not withdrawn) or
is to be converted into Common Stock shall become mutilated or be destroyed,
lost or stolen, the Company may, instead of issuing a substitute Note, pay or
authorize the payment of or convert or authorize the conversion of the same
(without surrender thereof except in the case of a mutilated Note), as the case
may be, if the applicant for such payment or conversion shall furnish to the
Company, to the Trustee and, if applicable, to such authenticating agent such
security or indemnity as may be required by them to save each of them harmless
for any loss, liability, cost or expense caused by or connected with such


                                       30
<PAGE>   40

substitution, and, in every case of destruction, loss or theft, the applicant
shall also furnish to the Company, the Trustee and, if applicable, any paying
agent or conversion agent evidence to their satisfaction of the destruction,
loss or theft of such Note and of the ownership thereof.

                  Every substitute Note issued pursuant to the provisions of
this Section 2.6 by virtue of the fact that any Note is destroyed, lost or
stolen shall constitute an additional contractual obligation of the Company,
whether or not the destroyed, lost or stolen Note shall be found at any time,
and shall be entitled to all the benefits of (but shall be subject to all the
limitations set forth in) this Indenture equally and proportionately with any
and all other Notes duly issued hereunder. To the extent permitted by law, all
Notes shall be held and owned upon the express condition that the foregoing
provisions are exclusive with respect to the replacement or payment or
conversion of mutilated, destroyed, lost or stolen Notes and shall preclude any
and all other rights or remedies notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement or payment or
conversion of negotiable instruments or other securities without their
surrender.

                  Section 2.7 Temporary Notes. Pending the preparation of Notes
in certificated form, the Company may execute and the Trustee or an
authenticating agent appointed by the Trustee shall, upon the written request of
the Company, authenticate and deliver temporary Notes (printed or lithographed).
Temporary Notes shall be issuable in any authorized denomination, and
substantially in the form of the Notes in certificated form, but with such
omissions, insertions and variations as may be appropriate for temporary Notes,
all as may be determined by the Company. Every such temporary Note shall be
executed by the Company and authenticated by the Trustee or such authenticating
agent upon the same conditions and in substantially the same manner, and with
the same effect, as the Notes in certificated form. Without unreasonable delay
the Company will execute and deliver to the Trustee or such authenticating agent
Notes in certificated form (other than


                                       31
<PAGE>   41

in the case of Notes in global form) and thereupon any or all temporary Notes
(other than any such Note in global form) may be surrendered in exchange
therefor, at each office or agency maintained by the Company pursuant to Section
5.2 and the Trustee or such authenticating agent shall authenticate and make
available for delivery in exchange for such temporary Notes an equal aggregate
principal amount of Notes in certificated form. Such exchange shall be made by
the Company at its own expense and without any charge therefor. Until so
exchanged, the temporary Notes shall in all respects be entitled to the same
benefits and subject to the same limitations under this Indenture as Notes in
certificated form authenticated and delivered hereunder.

                  Section 2.8 Cancellation of Notes Paid, Etc. All Notes
surrendered for the purpose of payment, redemption, conversion, exchange or
registration of transfer shall, if surrendered to the Company or any paying
agent or any Note registrar or any conversion agent, be surrendered to the
Trustee and promptly canceled by it, or, if surrendered to the Trustee, shall be
promptly canceled by it, and no Notes shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Indenture. The Trustee
shall dispose of such canceled Notes in accordance with its customary
procedures. If the Company shall acquire any of the Notes, such acquisition
shall not operate as a redemption or satisfaction of the indebtedness
represented by such Notes unless and until the same are delivered to the Trustee
for cancellation.

                  Section 2.9 CUSIP Numbers. The Company in issuing the Notes
may use "CUSIP" numbers (if then generally in use), and, if so, the Trustee
shall use "CUSIP" numbers in notices of redemption as a convenience to
Noteholders; 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 Notes or as contained in any notice of a redemption and that reliance may
be placed only on the other identification numbers printed on the Notes, and any
such redemption shall not be affected by any defect in or


                                       32
<PAGE>   42

omission of such numbers. The Company will promptly notify the Trustee of any
change in the "CUSIP" numbers.

                                  ARTICLE THREE

                               REDEMPTION OF NOTES

                  Section 3.1 (a) Initial Prohibition on Redemption. Except as
otherwise provided in Section 3.5, the Notes may not be redeemed by the Company,
in whole or in part, at any time prior to February 6, 2003.

                  (b) Optional Redemption by the Company. At any time on or
after February 6, 2003, and prior to maturity, the Notes may be redeemed at the
option of the Company (an "Optional Redemption"), in whole or in part, upon
notice as set forth in Section 3.2 (the "Notice Date"), at the following
Optional Redemption prices (expressed as percentages of the principal amount),
together in each case with accrued and unpaid interest, if any (including
Liquidated Damages, if any) to, but excluding, the date fixed for redemption:

Period                                                          Redemption Price
------                                                          ----------------

Beginning on February 6, 2003 and ending on January 31, 2004         102.286%

Beginning on February 1, 2004 and ending on January 31, 2005         101.714%

Beginning on February 1, 2005 and ending on January 31, 2006         101.143%

Beginning on February 1, 2006 and ending on January 31, 2007         100.571%

and 100% on February 1, 2007; provided, however, that if the date fixed for
redemption is on a February 1 or August 1, then the interest payable on such
date shall be paid to the holder of record on the preceding January 15 or July
15, respectively.

                  Section 3.2 Notice of Redemptions; Selection of Notes. In case
the Company shall desire to exercise the


                                       33
<PAGE>   43

right to redeem all or, as the case may be, any part of the Notes pursuant to
Section 3.1, it shall fix a date for redemption and it or, at its written
request received by the Trustee not fewer than forty-five (45) days prior (or
such shorter period of time as may be acceptable to the Trustee) to the date
fixed for redemption, the Trustee in the name of and at the expense of the
Company, shall mail or cause to be mailed a notice of such redemption not fewer
than thirty (30) nor more than sixty (60) days prior to the date fixed for
redemption to the holders of Notes so to be redeemed as a whole or in part at
their last addresses as the same appear on the Note register; provided, however,
that if the Company shall give such notice, it shall also give written notice,
and written notice of the Notes to be redeemed, to the Trustee. The Company may
not give notice of any redemption of the Notes if a default in payment of
interest or premium, if any, on the Notes has occurred and is continuing. Such
mailing shall be by first class mail. The notice if mailed in the manner herein
provided shall be conclusively presumed to have been duly given, whether or not
the holder receives such notice. In any case, failure to give such notice by
mail or any defect in the notice to the holder of any Note designated for
redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Note. Concurrently with the mailing
of any such notice of redemption, the Company shall issue a press release
announcing such redemption, the form and content of which press release shall be
determined by the Company in its sole discretion. The failure to issue any such
press release or any defect therein shall not affect the validity of the
redemption notice or any of the proceedings for the redemption of any Note
called for redemption.

                  Each such notice of redemption shall specify the aggregate
principal amount of Notes to be redeemed, the CUSIP number or numbers of the
Notes being redeemed, the date fixed for redemption (which shall be a Business
Day), the redemption price at which Notes are to be redeemed, the place or
places of payment, that payment will be made upon presentation and surrender of
such Notes, that interest accrued to the date fixed for redemption will be paid
as


                                       34
<PAGE>   44

specified in said notice, and that on and after said date interest thereon or on
the portion thereof to be redeemed will cease to accrue. Such notice shall also
state the current Conversion Price and the date on which the right to convert
such Notes or portions thereof into Common Stock will expire. If fewer than all
the Notes are to be redeemed, the notice of redemption shall identify the Notes
to be redeemed (including CUSIP numbers, if any). In case any Note is to be
redeemed in part only, the notice of redemption shall state the portion of the
principal amount thereof to be redeemed and shall state that, on and after the
date fixed for redemption, upon surrender of such Note, a new Note or Notes in
principal amount equal to the unredeemed portion thereof will be issued.

                  On or prior to the redemption date specified in the notice of
redemption given as provided in this Section 3.2, the Company will deposit with
the Trustee or with one or more paying agents (or, if the Company is acting as
its own paying agent, set aside, segregate and hold in trust as provided in
Section 5.4) an amount of money in immediately available funds sufficient to
redeem on the redemption date all the Notes (or portions thereof) so called for
redemption (other than those theretofore surrendered for conversion into Common
Stock) at the appropriate redemption price, together with accrued interest to,
but excluding, the date fixed for redemption; provided, however, that if such
payment is made on the redemption date it must be received by the Trustee or
paying agent, as the case may be, by 10:00 a.m. New York City time on such date.
The Company shall be entitled to retain any interest, yield or gain on amounts
deposited with the Trustee or any paying agent pursuant to this Section 3.2 in
excess of amounts required hereunder to pay the redemption price together with
accrued interest to, but excluding, the date fixed for redemption. If any Note
called for redemption is converted pursuant hereto prior to such redemption, any
money deposited with the Trustee or any paying agent or so segregated and held
in trust for the redemption of such Note shall be paid to the Company upon its
written request, or, if then held by the Company, shall be discharged from such
trust. Whenever any Notes are to be redeemed, the Company will give the Trustee
written notice


                                       35
<PAGE>   45

in the form of an Officers' Certificate not fewer than forty five (45) days (or
such shorter period of time as may be acceptable to the Trustee) prior to the
redemption date as to the aggregate principal amount of Notes to be redeemed.

                  If less than all of the outstanding Notes are to be redeemed,
the Trustee shall select the Notes or portions thereof of the Global Note or the
Notes in certificated form to be redeemed (in principal amounts of $1,000 or
integral multiples thereof) by lot, on a pro rata basis or by another method the
Trustee deems fair and appropriate. If any Note selected for partial redemption
is submitted for conversion in part after such selection, the portion of such
Note submitted for conversion shall be deemed (so far as may be) to be the
portion to be selected for redemption. The Notes (or portions thereof) so
selected shall be deemed duly selected for redemption for all purposes hereof,
notwithstanding that any such Note is submitted for conversion in part before
the mailing of the notice of redemption.

                  Upon any redemption of less than all of the outstanding Notes,
the Company and the Trustee may (but need not), solely for purposes of
determining the pro rata allocation among such Notes as are unconverted and
outstanding at the time of redemption, treat as outstanding any Notes
surrendered for conversion during the period of fifteen (15) days next preceding
the mailing of a notice of redemption and may (but need not) treat as
outstanding any Note authenticated and delivered during such period in exchange
for the unconverted portion of any Note converted in part during such period.

                  Section 3.3 Payment of Notes Called for Redemption. If notice
of redemption has been given as above provided, the Notes or portion of Notes
with respect to which such notice has been given shall, unless converted into
Common Stock pursuant to the terms hereof, become due and payable on the date
fixed for redemption and at the place or places stated in such notice at the
applicable redemption price, together with interest accrued to (but excluding)
the date fixed for redemption, and on and after


                                       36
<PAGE>   46

said date (unless the Company shall default in the payment of such Notes at the
redemption price, together with interest accrued to said date) interest on the
Notes or portion of Notes so called for redemption shall cease to accrue and,
after the close of business on the Business Day next preceding the date fixed
for redemption, such Notes shall cease to be convertible into Common Stock and,
except as provided in Sections 8.5 and 13.4, to be entitled to any benefit or
security under this Indenture, and the holders thereof shall have no right in
respect of such Notes except the right to receive the redemption price thereof
and unpaid interest to (but excluding) the date fixed for redemption. On
presentation and surrender of such Notes at a place of payment in said notice
specified, the said Notes or the specified portions thereof shall be paid and
redeemed by the Company at the applicable redemption price, together with
interest accrued thereon to (but excluding) the date fixed for redemption;
provided, however, that if the applicable redemption date is an interest payment
date, the semi-annual payment of interest becoming due on such date shall be
payable to the holders of such Notes registered as such on the relevant record
date instead of the holders surrendering such Notes for redemption on such date.

                  Upon presentation of any Note redeemed in part only, the
Company shall execute and the Trustee shall authenticate and make available for
delivery to the holder thereof, at the expense of the Company, a new Note or
Notes, of authorized denominations, in principal amount equal to the unredeemed
portion of the Notes so presented.

                  Notwithstanding the foregoing, the Trustee shall not redeem
any Notes or mail any notice of redemption during the continuance of a default
in payment of interest or premium, if any, on the Notes. If any Note called for
redemption shall not be so paid upon surrender thereof for redemption, the
principal and premium, if any, shall, until paid or duly provided for, bear
interest from the date fixed for redemption at the rate borne by the Note and
such Note shall remain convertible into Common Stock until the principal and
premium, if any, and interest shall have been paid or duly provided for.


                                       37
<PAGE>   47

                  Section 3.4 Conversion Arrangement on Call for Redemption. In
connection with any redemption of Notes, the Company may arrange for the
purchase and conversion of any Notes by an agreement with one or more investment
bankers or other purchasers to purchase such Notes by paying to the Trustee in
trust for the Noteholders, on or before the date fixed for redemption, an amount
not less than the applicable redemption price, together with interest accrued to
(but excluding) the date fixed for redemption, of such Notes. Notwithstanding
anything to the contrary contained in this Article Three, the obligation of the
Company to pay the redemption price of such Notes, together with interest
accrued to (but excluding) the date fixed for redemption, shall be deemed to be
satisfied and discharged to the extent such amount is so paid by such
purchasers. If such an agreement is entered into, a copy of which will be filed
with the Trustee prior to the date fixed for redemption, any Notes not duly
surrendered for conversion by the holders thereof may, at the option of the
Company, be deemed, to the fullest extent permitted by law, acquired by such
purchasers from such holders and (notwithstanding anything to the contrary
contained in Article Fifteen) surrendered by such purchasers for conversion, all
as of immediately prior to the close of business on the date fixed for
redemption (and the right to convert any such Notes shall be extended through
such time), subject to payment of the above amount as aforesaid. At the
direction of the Company, the Trustee shall hold and dispose of any such amount
paid to it in the same manner as it would monies deposited with it by the
Company for the redemption of Notes. Without the Trustee's prior written
consent, no arrangement between the Company and such purchasers for the purchase
and conversion of any Notes shall increase or otherwise affect any of the
powers, duties, responsibilities or obligations of the Trustee as set forth in
this Indenture.

                  Section 3.5  Redemption at Option of Holders.

                  (a) If there shall occur a Fundamental Change at any time
prior to maturity of the Notes, then each Noteholder shall have the right, at
such holder's option, to require the Company to redeem all of such holder's
Notes, or


                                       38
<PAGE>   48

any portion thereof that is an integral multiple of $1,000 principal amount, on
the date (the "Repurchase Date") that is thirty (30) days after the date of the
Company Notice (as defined in Section 3.5(b) below) of such Fundamental Change
(or, if such 30th day is not a Business Day, the immediately preceding Business
Day) at a redemption price equal to 100% of the principal amount thereof,
together with accrued interest to (but excluding) the Repurchase Date; provided,
however, that, if such Repurchase Date is a February 1 or August 1, then the
interest payable on such date shall be paid to the holders of record of the
Notes on the next preceding January 15 or July 15, respectively.

                  Upon presentation of any Note redeemed in part only, the
Company shall execute and, upon the Company's written direction to the Trustee,
the Trustee shall authenticate and deliver to the holder thereof, at the expense
of the Company, a new Note or Notes, of authorized denominations, in principal
amount equal to the unredeemed portion of the Notes so presented.

                  (b) On or before the tenth day after the occurrence of a
Fundamental Change, the Company or at its written request (which must be
received by the Trustee at least five (5) Business Days prior to the date the
Trustee is requested to give notice as described below, unless the Trustee shall
agree in writing to a shorter period), the Trustee in the name of and at the
expense of the Company, shall mail or cause to be mailed to all holders of
record on the date of the Fundamental Change a notice (the "Company Notice") of
the occurrence of such Fundamental Change and of the redemption right at the
option of the holders arising as a result thereof. Such notice shall be mailed
in the manner and with the effect set forth in the first paragraph of Section
3.2 (without regard for the time limits set forth therein). If the Company shall
give such notice, the Company shall also deliver a copy of the Company Notice to
the Trustee at such time as it is mailed to Noteholders. Concurrently with the
mailing of any Company Notice, the Company shall issue a press release
announcing such Fundamental Change referred to in the Company Notice, the form
and content of which press release shall be determined


                                       39
<PAGE>   49

by the Company in its sole discretion. The failure to issue any such press
release or any defect therein shall not affect the validity of the Company
Notice or any proceedings for the redemption of any Note which any Noteholder
may elect to have the Company repurchase as provided in this Section 3.5.

                  Each Company Notice shall specify the circumstances
constituting the Fundamental Change, the Repurchase Date, the price at which the
Company shall be obligated to redeem Notes, that the holder must exercise the
redemption right on or prior to the close of business on the Repurchase Date
(the "Fundamental Change Expiration Time"), that the holder shall have the right
to withdraw any Notes surrendered prior to the Fundamental Change Expiration
Time, a description of the procedure which a Noteholder must follow to exercise
such redemption right and to withdraw any surrendered Notes, the place or places
where the holder is to surrender such holder's Notes, and the amount of interest
accrued on each Note to the Repurchase Date.

                  No failure of the Company to give the foregoing notices and no
defect therein shall limit the Noteholders' redemption rights or affect the
validity of the proceedings for the repurchase of the Notes pursuant to this
Section 3.5.

                  (c) For a Note to be so redeemed at the option of the holder,
the Company must receive at the office or agency of the Company maintained for
that purpose or, at the option of such holder, the Corporate Trust Office, such
Note with the form entitled "Option to Elect Repayment Upon A Fundamental
Change" on the reverse thereof duly completed, together with such Notes duly
endorsed for transfer, on or before the Fundamental Change Expiration Time. All
questions as to the validity, eligibility (including time of receipt) and
acceptance of any Note for repayment shall be determined by the Company, whose
determination shall be final and binding absent manifest error.

                  (d) On or prior to the Repurchase Date, the Company will
deposit with the Trustee or with one or more


                                       40
<PAGE>   50

paying agents (or, if the Company is acting as its own paying agent, set aside,
segregate and hold in trust as provided in Section 5.4) an amount of money
sufficient to repay on the Repurchase Date all the Notes to be redeemed on such
date at the appropriate redemption price, together with accrued interest to (but
excluding) the Repurchase Date; provided, however, that if such payment is made
on the Repurchase Date it must be received by the Trustee or paying agent, as
the case may be, by 10:00 a.m. New York City time, on such date. Payment for
Notes surrendered for redemption (and not withdrawn) prior to the Fundamental
Change Expiration Time will be made promptly (but in no event more than five (5)
Business Days) following the Repurchase Date by mailing checks for the amount
payable to the holders of such Notes entitled thereto as they shall appear on
the registry books of the Company.

                  (e) In the case of a reclassification, change, consolidation,
merger, combination, sale or conveyance to which Section 15.6 applies, in which
the Common Stock of the Company is changed or exchanged as a result into the
right to receive stock, securities or other property or assets (including cash),
which includes shares of Common Stock of the Company or shares of common stock
of another Person that are, or upon issuance will be, traded on a United States
national securities exchange or approved for trading on an established automated
over-the-counter trading market in the United States and such shares constitute
at the time such change or exchange becomes effective in excess of 50% of the
aggregate fair market value of such stock, securities or other property or
assets (including cash) (as determined by the Company, which determination shall
be conclusive and binding), then the Person formed by such consolidation or
resulting from such merger or which acquires such assets, as the case may be,
shall execute and deliver to the Trustee a supplemental indenture (accompanied
by an Opinion of Counsel that such supplemental indenture complies with the
Trust Indenture Act as in force at the date of execution of such supplemental
indenture) modifying the provisions of this Indenture relating to the right of
holders of the Notes to cause the Company to repurchase the Notes following a
Fundamental Change, including without limitation the


                                       41
<PAGE>   51

applicable provisions of this Section 3.5 and the definitions of Common Stock
and Fundamental Change, as appropriate, as determined in good faith by the
Company (which determination shall be conclusive and binding), to make such
provisions apply to such other Person if different from the Company and the
common stock issued by such Person (in lieu of the Company and the Common Stock
of the Company).

                  (f) The Company will comply with the provisions of Rule 13e-4
and any other tender offer rules under the Exchange Act to the extent then
applicable in connection with the redemption rights of the holders of Notes in
the event of a Fundamental Change.

                                  ARTICLE FOUR

                             SUBORDINATION OF NOTES

                  Section 4.1 Agreement of Subordination. The Company covenants
and agrees, and each holder of Notes issued hereunder by its acceptance thereof
likewise covenants and agrees, that all Notes shall be issued subject to the
provisions of this Article Four, and each Person holding any Note, whether upon
original issue or upon registration of transfer, assignment or exchange thereof,
accepts and agrees to be bound by such provisions.

                  The payment of the principal of, premium, if any, and interest
(including Liquidated Damages, if any) on all Notes (including, but not limited
to, the redemption price with respect to the Notes called for redemption in
accordance with Section 3.2 or submitted for redemption in accordance with
Section 3.5, as the case may be, as provided in this Indenture) issued hereunder
shall, to the extent and in the manner hereinafter set forth, be subordinated
and subject in right of payment to the prior payment in full in cash or other
payment satisfactory to the holders of Senior Indebtedness of all Senior
Indebtedness, whether outstanding at the date of this Indenture or thereafter
incurred.

                  No provision of this Article Four shall prevent the occurrence
of any default or Event of Default hereunder.


                                       42
<PAGE>   52

                  Section 4.2 Payments to Noteholders. No payment shall be made
with respect to the principal of, premium, if any, or interest (including
Liquidated Damages, if any) on the Notes (including, but not limited to, the
redemption price with respect to the Notes to be called for redemption in
accordance with Section 3.2 or submitted for redemption in accordance with
Section 3.5, as the case may be, as provided in this Indenture), except payments
and distributions made by the Trustee as permitted by the first or second
paragraph of Section 4.5, if:

                     (i) a default in the payment of principal, premium, if any,
         interest, rent or other obligations in respect of Senior Indebtedness
         occurs and is continuing beyond any applicable period of grace (a
         "Payment Default"); or

                    (ii) a default, other than a Payment Default, on any
         Designated Senior Indebtedness occurs and is continuing that then
         permits holders of such Designated Senior Indebtedness to accelerate
         its maturity and the Trustee receives a notice of the default (a
         "Payment Blockage Notice") from a holder of Designated Senior
         Indebtedness, a Representative of Designated Senior Indebtedness or the
         Company (a "Non-Payment Default").

                  If the Trustee receives any Payment Blockage Notice pursuant
to clause (ii) above, no subsequent Payment Blockage Notice shall be effective
for purposes of this Section 4.2 unless and until (A) at least 365 days shall
have elapsed since the initial effectiveness of the immediately prior Payment
Blockage Notice and (B) all scheduled payments of principal, premium, if any,
and interest (including Liquidated Damages, if any) on the Notes that have come
due have been paid in full in cash. No Non-Payment Default that existed or was
continuing on the date of delivery of any Payment Blockage Notice to the Trustee
shall be, or be made, the basis for a subsequent Payment Blockage Notice.


                                       43
<PAGE>   53

                  The Company may and shall resume payments on and distributions
in respect of the Notes upon:

                  (1) in the case of a Payment Default, the date upon which any
         such Payment Default is cured or waived or ceases to exist, or

                  (2) in the case of a Non-Payment Default, the earlier of (a)
         the date upon which such default is cured or waived or ceases to exist
         or (b) 179 days after the applicable Payment Blockage Notice is
         received by the Trustee,

unless this Article Four otherwise prohibits the payment or distribution at the
time of such payment or distribution.

                  Upon any payment by the Company, or distribution of assets of
the Company of any kind or character, whether in cash, property or securities,
to creditors upon any dissolution or winding up or liquidation or reorganization
of the Company, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership or other proceedings, all amounts due or to become due upon all
Senior Indebtedness shall first be paid in full in cash or other payment
satisfactory to the holders of such Senior Indebtedness, or payment thereof in
accordance with its terms provided for in cash or other payment satisfactory to
the holders of such Senior Indebtedness before any payment is made on account of
the principal of, premium, if any, or interest (including Liquidated Damages, if
any) on the Notes (except payments made pursuant to Article Thirteen from monies
deposited with the Trustee pursuant thereto prior to commencement of proceedings
for such dissolution, winding up, liquidation or reorganization), and upon any
such dissolution or winding up or liquidation or reorganization of the Company
or bankruptcy, insolvency, receivership or other proceeding, any payment by the
Company, or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, to which the holders of the Notes or
the Trustee would be entitled, except for the provisions of this Article Four,
shall (except as aforesaid) be paid by the Company or by any


                                       44
<PAGE>   54

receiver, trustee in bankruptcy, liquidating trustee, agent or other Person
making such payment or distribution, or by the holders of the Notes or by the
Trustee under this Indenture if received by them or it, directly to the holders
of Senior Indebtedness (pro rata to such holders on the basis of the respective
amounts of Senior Indebtedness held by such holders, or as otherwise required by
law or a court order) or their Representative or Representatives, or to the
trustee or trustees under any indenture pursuant to which any instruments
evidencing any Senior Indebtedness may have been issued, as their respective
interests may appear, to the extent necessary to pay all Senior Indebtedness in
full in cash or other payment satisfactory to the holders of such Senior
Indebtedness, after giving effect to any concurrent payment or distribution to
or for the holders of Senior Indebtedness, before any payment or distribution is
made to the holders of the Notes or to the Trustee.

                  For purposes of this Article Four, the words, "cash, property
or securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment, the payment of which
is subordinated at least to the extent provided in this Article Four with
respect to the Notes to the payment of all Senior Indebtedness which may at the
time be outstanding. The consolidation of the Company with, or the merger of the
Company into, another Person or the liquidation or dissolution of the Company
following the conveyance or transfer of its property as an entirety, or
substantially as an entirety, to another Person upon the terms and conditions
provided for in Article Twelve shall not be deemed a dissolution, winding-up,
liquidation or reorganization for the purposes of this Section 4.2 if such other
Person shall, as a part of such consolidation, merger, conveyance or transfer,
comply with the conditions stated in Article Twelve.

                  In the event of the acceleration of the Notes because of an
Event of Default, no payment or distribution shall be made to the Trustee or any
holder of Notes in respect of the principal of, premium, if any, or interest


                                       45
<PAGE>   55

(including Liquidated Damages, if any) on the Notes (including, but not limited
to, the redemption price with respect to the Notes called for redemption in
accordance with Section 3.2 or submitted for redemption at the option of the
holder in accordance with Section 3.5, as the case may be, as provided in this
Indenture), except payments and distributions made by the Trustee as permitted
by the first or second paragraph of Section 4.5, until all Senior Indebtedness
has been paid in full in cash or other payment satisfactory to the holders of
Senior Indebtedness or such acceleration is rescinded in accordance with the
terms of this Indenture. If payment of the Notes is accelerated because of an
Event of Default, the Company or the Trustee shall promptly notify holders of
Senior Indebtedness of the acceleration.

                  In the event that, notwithstanding the foregoing provisions,
any payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities (including, without limitation, by way
of setoff or otherwise), prohibited by the foregoing provisions in this Section
4.2, shall be received by the Trustee or the holders of the Notes before all
Senior Indebtedness is paid in full in cash or other payment satisfactory to the
holders of such Senior Indebtedness, or provision is made for such payment
thereof in accordance with its terms in cash or other payment satisfactory to
the holders of such Senior Indebtedness, such payment or distribution shall be
held in trust for the benefit of and shall be paid over or delivered to the
holders of Senior Indebtedness or their Representative or Representatives, or to
the trustee or trustees under any indenture pursuant to which any instruments
evidencing any Senior Indebtedness may have been issued, as their respective
interests may appear, as calculated by the Company, for application to the
payment of any Senior Indebtedness remaining unpaid to the extent necessary to
pay all Senior Indebtedness in full in cash or other payment satisfactory to the
holders of such Senior Indebtedness, after giving effect to any concurrent
payment or distribution to or for the holders of such Senior Indebtedness.


                                       46
<PAGE>   56

                  Nothing in this Section 4.2 shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 8.6. This Section 4.2
shall be subject to the further provisions of Section 4.5.

                  Section 4.3 Subrogation of Notes. Subject to the payment in
full of all Senior Indebtedness, the rights of the holders of the Notes shall be
subrogated to the extent of the payments or distributions made to the holders of
such Senior Indebtedness pursuant to the provisions of this Article Four
(equally and ratably with the holders of all indebtedness of the Company that by
its express terms, is subordinated to other indebtedness of the Company to
substantially the same extent as the Notes are subordinated and is entitled to
like rights of subrogation) to the rights of the holders of Senior Indebtedness
to receive payments or distributions of cash, property or securities of the
Company applicable to the Senior Indebtedness until the principal, premium, if
any, and interest (including Liquidated Damages, if any) on the Notes shall be
paid in full, and, for the purposes of such subrogation, no payments or
distributions to the holders of the Senior Indebtedness of any cash, property or
securities to which the holders of the Notes or the Trustee would be entitled
except for the provisions of this Article Four, and no payment over pursuant to
the provisions of this Article Four, to or for the benefit of the holders of
Senior Indebtedness by holders of the Notes or the Trustee, shall, as among the
Company, its creditors other than holders of Senior Indebtedness, and the
holders of the Notes, be deemed to be a payment by the Company to or on account
of the Senior Indebtedness, and no payments or distributions of cash, property
or securities to or for the benefit of the holders of the Notes pursuant to the
subrogation provisions of this Article Four, which would otherwise have been
paid to the holders of Senior Indebtedness, shall be deemed to be a payment by
the Company to or for the account of the Notes. It is understood that the
provisions of this Article Four are and are intended solely for the purposes of
defining the relative rights of the holders of the Notes, on the one hand, and
the holders of the Senior Indebtedness, on the other hand.


                                       47
<PAGE>   57

                  Nothing contained in this Article Four or elsewhere in this
Indenture or in the Notes is intended to or shall impair, as among the Company,
its creditors other than the holders of Senior Indebtedness, and the holders of
the Notes, the obligation of the Company, which is absolute and unconditional,
to pay to the holders of the Notes the principal of, premium, if any, and
interest (including Liquidated Damages, if any) on the Notes as and when the
same shall become due and payable in accordance with their terms, or is intended
to or shall affect the relative rights of the holders of the Notes and creditors
of the Company other than the holders of the Senior Indebtedness, nor shall
anything herein or therein prevent the Trustee or the holder of any Note from
exercising all remedies otherwise permitted by applicable law upon default under
this Indenture, subject to the rights, if any, under this Article Four of the
holders of Senior Indebtedness in respect of cash, property or securities of the
Company received upon the exercise of any such remedy.

                  Upon any payment or distribution of assets of the Company
referred to in this Article Four, the Trustee, subject to the provisions of
Section 8.1, and the holders of the Notes shall be entitled to rely upon any
order or decree made by any court of competent jurisdiction in which such
bankruptcy, dissolution, winding up, liquidation or reorganization proceedings
are pending, or a certificate of the receiver, trustee in bankruptcy,
liquidating trustee, agent or other Person making such payment or distribution,
delivered to the Trustee or to the holders of the Notes, for the purpose of
ascertaining the Persons entitled to participate in such distribution, the
holders of the Senior Indebtedness and other indebtedness of the Company, the
amount thereof or payable thereon and all other facts pertinent thereto or to
this Article Four.

                  Section 4.4 Authorization to Effect Subordination. Each holder
of a Note, by its acceptance thereof, authorizes and directs the Trustee on the
holder's behalf to take such action as may be necessary or appropriate to
effectuate the subordination as provided in this Article Four and appoints the
Trustee to act as the


                                       48
<PAGE>   58

holder's attorney-in-fact for any and all such purposes. If the Trustee does not
file a proper proof of claim or proof of debt in the form required in any
proceeding referred to in the third paragraph of Section 7.2 hereof at least
thirty (30) days before the expiration of the time to file such claim, the
holders of any Senior Indebtedness or their representatives are hereby
authorized to file an appropriate claim for and on behalf of the holders of the
Notes.

                  Section 4.5 Notice to Trustee. The Company shall give prompt
written notice in the form of an Officers' Certificate to a Responsible Officer
of the Trustee and to any paying agent of any fact known to the Company that
would prohibit the making of any payment of monies to or by the Trustee or any
paying agent in respect of the Notes pursuant to the provisions of this Article
Four. Notwithstanding the provisions of this Article Four or any other provision
of this Indenture, the Trustee shall not be charged with knowledge of the
existence of any facts that would prohibit the making of any payment of monies
to or by the Trustee in respect of the Notes pursuant to the provisions of this
Article Four, unless and until a Responsible Officer of the Trustee shall have
received written notice thereof at the Corporate Trust Office from the Company
(in the form of an Officers' Certificate) or a Representative or a holder or
holders of Senior Indebtedness or from any trustee thereof, and before the
receipt of any such written notice, the Trustee, subject to the provisions of
Section 8.1, shall be entitled in all respects to assume that no such facts
exist; provided, however, that if on a date not less than two Business Days
prior to the date upon which by the terms hereof any such monies may become
payable for any purpose (including, without limitation, the payment of the
principal of, or premium, if any, or interest (including Liquidated Damages, if
any) on any Note) the Trustee shall not have received, with respect to such
monies, the notice provided for in this Section 4.5, then, anything herein
contained to the contrary notwithstanding, the Trustee shall have full power and
authority to apply monies received to the purpose for which they were received,
and shall not be affected by any notice to the contrary that may be received by
it on or after such prior date.


                                       49
<PAGE>   59

                  Notwithstanding anything in this Article Four to the contrary,
nothing shall prevent any payment by the Trustee to the Noteholders of monies
deposited with it pursuant to Section 13.1, and any such payment shall not be
subject to the provisions of Section 4.1 or 4.2.

                  The Trustee, subject to the provisions of Section 8.1, shall
be entitled to rely on the delivery to it of a written notice by a
Representative or a person representing himself to be a holder of Senior
Indebtedness (or a trustee on behalf of such holder) to establish that such
notice has been given by a Representative or a holder of Senior Indebtedness or
a trustee on behalf of any such holder or holders. The Trustee shall not be
required to make any payment or distribution to or on behalf of a holder of
Senior Indebtedness pursuant to this Article Four unless it has received
satisfactory evidence as to the amount of Senior Indebtedness held by such
Person, the extent to which such Person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such
Person under this Article Four.

                  Section 4.6 Trustee's Relation to Senior Indebtedness. The
Trustee, in its individual capacity, shall be entitled to all the rights set
forth in this Article Four in respect of any Senior Indebtedness at any time
held by it, to the same extent as any other holder of Senior Indebtedness, and
nothing in Section 8.13 or elsewhere in this Indenture shall deprive the Trustee
of any of its rights as such holder.

                  With respect to the holders of Senior Indebtedness, the
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article Four, and no implied
covenants or obligations with respect to the holders of Senior Indebtedness
shall be read into this Indenture against the Trustee. The Trustee shall not be
deemed to owe any fiduciary duty to the holders of Senior Indebtedness and,
subject to the provisions of Section 8.1, the Trustee shall not be liable to any
holder of Senior Indebtedness (i) for any failure to make any payments or
distributions to


                                       50
<PAGE>   60

such holder or (ii) if it shall pay over or deliver to holders of Notes, the
Company or any other Person money or assets to which any holder of Senior
Indebtedness shall be entitled by virtue of this Article Four or otherwise.

                  Section 4.7 No Impairment of Subordination. No right of any
present or future holder of any Senior Indebtedness to enforce subordination as
herein provided shall at any time in any way be prejudiced or impaired by any
act or failure to act on the part of the Company or by any act or failure to
act, in good faith, by any such holder, or by any noncompliance by the Company
with the terms, provisions and covenants of this Indenture, regardless of any
knowledge thereof which any such holder may have or otherwise be charged with.

                  Section 4.8 Certain Conversions Not Deemed Payment. For the
purposes of this Article Four only, (1) the issuance and delivery of junior
securities upon conversion of Notes in accordance with Article Fifteen shall not
be deemed to constitute a payment or distribution on account of the principal
of, premium, if any, or interest (including Liquidated Damages, if any) on Notes
or on account of the purchase or other acquisition of Notes, and (2) the
payment, issuance or delivery of cash (except in satisfaction of fractional
shares pursuant to Section 15.3), property or securities (other than junior
securities) upon conversion of a Note shall be deemed to constitute payment on
account of the principal of, premium, if any, or interest (including Liquidated
Damages, if any) on such Note. For the purposes of this Section 4.8, the term
"junior securities" means (a) shares of any stock of any class of the Company or
(b) securities of the Company that are subordinated in right of payment to all
Senior Indebtedness that may be outstanding at the time of issuance or delivery
of such securities to substantially the same extent as, or to a greater extent
than, the Notes are so subordinated as provided in this Article Four. Nothing
contained in this Article Four or elsewhere in this Indenture or in the Notes is
intended to or shall impair, as among the Company, its creditors (other than
holders of Senior Indebtedness) and the Noteholders, the right, which is
absolute and


                                       51
<PAGE>   61

unconditional, of the Holder of any Note to convert such Note in accordance with
Article Fifteen.

                  Section 4.9 Article Applicable to Paying Agents. If at any
time any paying agent other than the Trustee shall have been appointed by the
Company and be then acting hereunder, the term "Trustee" as used in this Article
Four shall (unless the context otherwise requires) be construed as extending to
and including such paying agent within its meaning as fully for all intents and
purposes as if such paying agent were named in this Article Four in addition to
or in place of the Trustee; provided, however, that the first paragraph of
Section 4.5 shall not apply to the Company or any Affiliate of the Company if it
or such Affiliate acts as paying agent.

                  The Trustee shall not be responsible for the actions or
inactions of any other paying agents (including the Company if acting as its own
paying agent) and shall have no control of any funds held by such other paying
agents.

                  Section 4.10 Senior Indebtedness Entitled to Rely. The holders
of Senior Indebtedness (including, without limitation, Designated Senior
Indebtedness) shall have the right to rely upon this Article Four, and no
amendment or modification of the provisions contained herein shall diminish the
rights of such holders unless such holders shall have agreed in writing thereto.

                  Section 4.11 Reliance on Judicial Order or Certificate of
Liquidating Agent. Upon any payment or distribution of assets of the Company
referred to in this Article Four, the Trustee and the Noteholders shall be
entitled to rely upon any order or decree entered by any court of competent
jurisdiction in which such insolvency, bankruptcy, receivership, liquidation,
reorganization, dissolution, winding up or similar case or proceeding is
pending, or a certificate of the trustee in bankruptcy, liquidating trustee,
custodian, receiver, assignee for the benefit of creditors, agent or other
Person making such payment or distribution, delivered to the Trustee or to the


                                       52
<PAGE>   62

Noteholders, for the purpose of ascertaining the Persons entitled to participate
in such payment or distribution, the holders of 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 Four.

                                  ARTICLE FIVE

                       PARTICULAR COVENANTS OF THE COMPANY

                  Section 5.1 Payment of Principal, Premium and Interest. The
Company covenants and agrees that it will duly and punctually pay or cause to be
paid the principal of and premium, if any (including the redemption price upon
redemption pursuant to Article Three), and interest (including Liquidated
Damages, if any), on each of the Notes at the places, at the respective times
and in the manner provided herein and in the Notes.

                  Section 5.2 Maintenance of Office or Agency. The Company will
maintain an office or agency in the Borough of Manhattan, the City of New York,
where the Notes may be surrendered for registration of transfer or exchange or
for presentation for payment or for conversion or redemption and where notices
and demands to or upon the Company in respect of the Notes and this Indenture
may be served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency not
designated or appointed by the Trustee. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the Corporate Trust Office of the Trustee at 14 Wall
Street, 8th floor, Window 2, New York, New York 10005, Attention: Corporate
Trust Administration.

                  The Company may also from time to time designate co-registrars
and one or more offices or agencies where the Notes may be presented or
surrendered for any or all such purposes and may from time to time rescind such


                                       53
<PAGE>   63

designations. The Company will give prompt written notice of any such
designation or rescission and of any change in the location of any such other
office or agency.

                  The Company hereby initially designates the Trustee as paying
agent, Note registrar, Custodian and conversion agent and the Corporate Trust
Office of the Trustee at 14 Wall Street, 8th floor, Window 2, New York, New York
10005, Attention: Corporate Trust Administration as the office or agency of the
Company for each of the aforesaid purposes.

                  So long as the Trustee is the Note registrar, the Trustee
agrees to mail, or cause to be mailed, the notices set forth in Section 8.10(a)
and the third paragraph of Section 8.11. If co-registrars have been appointed in
accordance with this Section, the Trustee shall mail such notices only to the
Company and the holders of Notes it can identify from its records.

                  Section 5.3 Appointments to Fill Vacancies in Trustee's
Office. The Company, whenever necessary to avoid or fill a vacancy in the office
of Trustee, will appoint, in the manner provided in Section 8.10, a Trustee, so
that there shall at all times be a Trustee hereunder.

                  Section 5.4  Provisions as to Paying Agent.

                  (a) If the Company shall appoint a paying agent other than the
Trustee, or if the Trustee shall appoint such a paying agent, the Company will
cause such paying agent to execute and deliver to the Trustee an instrument in
which such agent shall agree with the Trustee, subject to the provisions of this
Section 5.4:

                  (1) that it will hold all sums held by it as such agent for
         the payment of the principal of and premium, if any, or interest on the
         Notes (whether such sums have been paid to it by the Company or by any
         other obligor on the Notes) in trust for the benefit of the holders of
         the Notes;


                                       54
<PAGE>   64

                  (2) that it will give the Trustee notice of any failure by the
         Company (or by any other obligor on the Notes) to make any payment of
         the principal of and premium, if any, or interest on the Notes when the
         same shall be due and payable; and

                  (3) that at any time during the continuance of an Event of
         Default, upon request of the Trustee, it will forthwith pay to the
         Trustee all sums so held in trust.

                  The Company shall, on or before each due date of the principal
of, premium, if any, or interest on the Notes, deposit with the paying agent a
sum (in funds which are immediately available on the due date for such payment)
sufficient to pay such principal, premium, if any, or interest, and (unless such
paying agent is the Trustee) the Company will promptly notify the Trustee of any
failure to take such action; provided, however, that if such deposit is made on
the due date, such deposit shall be received by the paying agent by 10:00 a.m.
New York City time, on such date.

                  (b) If the Company shall act as its own paying agent, it will,
on or before each due date of the principal of, premium, if any, or interest
(including Liquidated Damages, if any) on the Notes, set aside, segregate and
hold in trust for the benefit of the holders of the Notes a sum sufficient to
pay such principal, premium, if any, or interest (including Liquidated Damages,
if any) so becoming due and will promptly notify the Trustee of any failure to
take such action and of any failure by the Company (or any other obligor under
the Notes) to make any payment of the principal of, premium, if any, or interest
(including Liquidated Damages, if any) on the Notes when the same shall become
due and payable.

                  (c) Anything in this Section 5.4 to the contrary
notwithstanding, the Company may, at any time, for the purpose of obtaining a
satisfaction and discharge of this Indenture, or for any other reason, pay or
cause to be paid to the Trustee all sums held in trust by the Company or any
paying agent hereunder as required by this Section 5.4, such sums to be held by
the Trustee upon the trusts herein


                                       55
<PAGE>   65

contained and upon such payment by the Company or any paying agent to the
Trustee, the Company or such paying agent shall be released from all further
liability with respect to such sums.

                  (d) Anything in this Section 5.4 to the contrary
notwithstanding, the agreement to hold sums in trust as provided in this Section
5.4 is subject to Sections 13.3 and 13.4.

                  The Trustee shall not be responsible for the actions of any
other paying agents (including the Company if acting as its own paying agent)
and shall have no control of any funds held by such other paying agents.

                  Section 5.5 Existence. Subject to Article Twelve, the Company
will do or cause to be done all things necessary to preserve and keep in full
force and effect its existence and rights (charter and statutory); provided,
however, that the Company shall not be required to preserve any such right if
the Company shall determine that the preservation thereof is no longer desirable
in the conduct of the business of the Company and that the loss thereof is not
disadvantageous in any material respect to the Noteholders.

                  Section 5.6 Maintenance of Properties. The Company will cause
all properties used or useful in the conduct of its business or the business of
any Significant Subsidiary to be maintained and kept in good condition, repair
and working order and supplied with all necessary equipment and will cause to be
made all necessary repairs, renewals, replacements, betterments and improvements
thereof, all as in the judgment of the Company may be necessary so that the
business carried on in connection therewith may be properly and advantageously
conducted at all times; provided, however, that nothing in this Section shall
prevent the Company from discontinuing the operation or maintenance of any of
such properties if such discontinuance is, in the judgment of the Company,
desirable in the conduct of its business or the business of any


                                       56
<PAGE>   66

subsidiary and not disadvantageous in any material respect to the Noteholders.

                  Section 5.7 Payment of Taxes and Other Claims. The Company
will pay or discharge, or cause to be paid or discharged, before the same may
become delinquent, (i) all taxes, assessments and governmental charges levied or
imposed upon the Company or any Significant Subsidiary or upon the income,
profits or property of the Company or any Significant Subsidiary, (ii) all
claims for labor, materials and supplies which, if unpaid, might by law become a
lien or charge upon the property of the Company or any Significant Subsidiary
and (iii) all stamps and other duties, if any, which may be imposed by the
United States or any political subdivision thereof or therein in connection with
the issuance, transfer, exchange or conversion of any Notes or with respect to
this Indenture; provided, however, that, in the case of clauses (i) and (ii),
the Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim (A) if the failure to do so
will not, in the aggregate, have a material adverse impact on the Company, or
(B) if the amount, applicability or validity is being contested in good faith by
appropriate proceedings.

                  Section 5.8 Rule 144A Information Requirement. Within the
period prior to the expiration of the holding period applicable to sales thereof
under Rule 144(k) under the Securities Act (or any successor provision), the
Company covenants and agrees that it shall, during any period in which it is not
subject to Section 13 or 15(d) under the Exchange Act, make available to any
holder or beneficial holder of Notes or any Common Stock issued upon conversion
thereof which continue to be Restricted Securities in connection with any sale
thereof and any prospective purchaser of Notes or such Common Stock designated
by such holder or beneficial holder, the information required pursuant to Rule
144A(d)(4) under the Securities Act upon the request of any holder or beneficial
holder of the Notes or such Common Stock and it will take such further action as
any holder or beneficial holder of such Notes or such Common Stock may
reasonably request, all to the extent required


                                       57
<PAGE>   67

from time to time to enable such holder or beneficial holder to sell its Notes
or Common Stock without registration under the Securities Act within the
limitation of the exemption provided by Rule 144A, as such Rule may be amended
from time to time. Upon the request of any holder or any beneficial holder of
the Notes or such Common Stock, the Company will deliver to such holder a
written statement as to whether it has complied with such requirements.

                  Section 5.9 Stay, Extension and Usury Laws. The Company
covenants (to the extent that it may lawfully do so) that it shall not at any
time insist upon, plead, or in any manner whatsoever claim or take the benefit
or advantage of, any stay, extension or usury law or other law which would
prohibit or forgive the Company from paying all or any portion of the principal
of, premium, if any, or interest (including Liquidated Damages, if any) on the
Notes as contemplated herein, wherever enacted, now or at any time hereafter in
force, or which may affect the covenants or the performance of this Indenture
and the Company (to the extent it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law, and covenants that it will not, by
resort to any such law, hinder, delay or impede the execution of any power
herein granted to the Trustee, but will suffer and permit the execution of every
such power as though no such law had been enacted.

                  Section 5.10 Compliance Certificate. The Company shall deliver
to the Trustee, within one hundred twenty (120) days after the end of each
fiscal year of the Company, a certificate signed by either the principal
executive officer, principal financial officer or principal accounting officer
of the Company, stating whether or not to the best knowledge of the signer
thereof the Company is in default in the performance and observance of any of
the terms, provisions and conditions of this Indenture (without regard to any
period of grace or requirement of notice provided hereunder) and, if the Company
shall be in default, specifying all such defaults and the nature and the status
thereof of which the signer may have knowledge.


                                       58
<PAGE>   68

                  The Company will deliver to the Trustee, forthwith (and in any
event within five Business Days) upon becoming aware of (i) any default in the
performance or observance of any covenant, agreement or condition contained in
this Indenture, or (ii) any Event of Default, an Officers' Certificate
specifying with particularity such default or Event of Default and further
stating what action the Company has taken, is taking or proposes to take with
respect thereto.

                  Any notice required to be given under this Section 5.10 shall
be delivered to a Responsible Officer of the Trustee at its Corporate Trust
Office.

                  Section 5.11 Amendment of the Company's Rights Plan. The
Company shall use all reasonable efforts (i) to amend its Rights Agreement with
ChaseMellon Shareholder Services, L.L.C., as Rights Agent, dated as of November
30, 1998 (the "Rights Agreement") to provide, and (ii) to cause any future
shareholder rights plans of the Company to provide, that upon conversion of the
Notes into Common Stock as provided in Article Fifteen of this Indenture, to the
extent that the Rights Agreement (or any such future shareholder rights plan)
and any rights granted thereunder remain in effect and outstanding at the time
of such conversion, holders of the Notes will receive, in addition to Common
Stock, the Rights (as described in the Rights Agreement or any similar
securities as described in any such future shareholder rights plan), whether or
not such Rights have separated from the Common Stock at the time of conversion,
subject to such exceptions as are set forth in the Rights Agreement and apply to
all holders of Common Stock or Rights other than any Acquiring Person (as
defined in the Rights Agreement) or such customary exceptions as may be set
forth in any such future shareholder rights plan; provided, however, that
nothing in this Indenture shall obligate the Company to maintain in effect the
Rights Agreement or any Rights or to adopt (or maintain in effect if adopted)
any other shareholder rights plan.


                                       59
<PAGE>   69

                                   ARTICLE SIX

                         NOTEHOLDERS' LISTS AND REPORTS
                         BY THE COMPANY AND THE TRUSTEE

                  Section 6.1 Noteholders' Lists. The Company covenants and
agrees that it will furnish or cause to be furnished to the Trustee,
semiannually, not more than fifteen (15) days after each January 15 and July 15
in each year beginning with July 15, 2000, and at such other times as the
Trustee may request in writing, within thirty (30) days after receipt by the
Company of any such request (or such lesser time as the Trustee may reasonably
request in order to enable it to timely provide any notice to be provided by it
hereunder), a list in such form as the Trustee may reasonably require of the
names and addresses of the holders of Notes as of a date not more than fifteen
(15) days (or such other date as the Trustee may reasonably request in order to
so provide any such notices) prior to the time such information is furnished,
except that no such list need be furnished by the Company to the Trustee so long
as the Trustee is acting as the sole Note registrar.

                  Section 6.2  Preservation and Disclosure of Lists.

                  (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, all information as to the names and addresses of the
holders of Notes contained in the most recent list furnished to it as provided
in Section 6.1 or maintained by the Trustee in its capacity as Note registrar or
co-registrar in respect of the Notes, if so acting. The Trustee may destroy any
list furnished to it as provided in Section 6.1 upon receipt of a new list so
furnished.

                  (b) The rights of Noteholders to communicate with other
holders of Notes with respect to their rights under this Indenture or under the
Notes, and the corresponding rights and duties of the Trustee, shall be as
provided by the Trust Indenture Act.

                  (c) Every Noteholder, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of either of them shall be held accountable by reason of any


                                       60
<PAGE>   70

disclosure of information as to names and addresses of holders of Notes made
pursuant to the Trust Indenture Act.

                  Section 6.3  Reports by Trustee.

                  (a) Within sixty (60) days after May 15 of each year
commencing with the year 2001, the Trustee shall transmit to holders of Notes
such reports dated as of May 15 of the year in which such reports are made
concerning the Trustee and its actions under this Indenture as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided
pursuant thereto.

                  (b) A copy of such report shall, at the time of such
transmission to holders of Notes, be filed by the Trustee with each stock
exchange and automated quotation system upon which the Notes are listed and with
the Company. The Company will promptly notify the Trustee in writing when the
Notes are listed on any stock exchange or automated quotation system or delisted
therefrom.

                  Section 6.4 Reports by Company. The Company shall file with
the Trustee (and the Commission if at any time after the Indenture becomes
qualified under the Trust Indenture Act), and transmit to holders of Notes, such
information, documents and other reports and such summaries thereof, as may be
required pursuant to the Trust Indenture Act at the times and in the manner
provided pursuant to such Act, whether or not the Notes are governed by such
Act; provided, however, that any such information, documents or reports required
to be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange
Act shall be filed with the Trustee within fifteen (15) days after the same is
so required to be filed with the Commission. 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 exclusively on Officers'
Certificates).


                                       61
<PAGE>   71

                                  ARTICLE SEVEN

                           REMEDIES OF THE TRUSTEE AND
                       NOTEHOLDERS ON AN EVENT OF DEFAULT

                  Section 7.1 Events of Default. In case one or more of the
following Events of Default (whatever the reason for such Event of Default and
whether it shall be voluntary or involuntary or be 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) shall have occurred and
be continuing:

                  (a) default in the payment of any installment of interest
         (including Liquidated Damages, if any) upon any of the Notes as and
         when the same shall become due and payable, and continuance of such
         default for a period of thirty (30) days, whether or not such payment
         is permitted under Article Four hereof; or

                  (b) default in the payment of the principal of or premium, if
         any, on any of the Notes as and when the same shall become due and
         payable either at maturity or in connection with any redemption
         pursuant to Article Three, by acceleration or otherwise, whether or not
         such payment is permitted under Article Four hereof; or

                  (c) failure on the part of the Company duly to observe or
         perform any other of the covenants or agreements on the part of the
         Company in the Notes or in this Indenture (other than a covenant or
         agreement a default in whose performance or whose breach is elsewhere
         in this Section 7.1 specifically dealt with) continued for a period of
         sixty (60) days after the date on which written notice of such failure,
         requiring the Company to remedy the same, shall have been given to the
         Company by the Trustee, or the Company and a Responsible Officer of the
         Trustee by the holders of at least twenty-five percent (25%) in
         aggregate principal amount of the Notes at the time outstanding
         determined in accordance with Section 9.4; or


                                       62
<PAGE>   72

                  (d) the Company or any Significant Subsidiary shall commence a
         voluntary case or other proceeding seeking liquidation, reorganization
         or other relief with respect to itself or any Significant Subsidiary or
         its or such Significant Subsidiary's debts under any bankruptcy,
         insolvency or other similar law now or hereafter in effect or seeking
         the appointment of a trustee, receiver, liquidator, custodian or other
         similar official of it or any Significant Subsidiary or any substantial
         part of the property of the Company or any Significant Subsidiary, or
         shall consent to any such relief or to the appointment of or taking
         possession by any such official in an involuntary case or other
         proceeding commenced against it or any Significant Subsidiary, or shall
         make a general assignment for the benefit of creditors, or shall fail
         generally to pay its debts as they become due; or

                  (e) an involuntary case or other proceeding shall be commenced
         against the Company or any Significant Subsidiary seeking liquidation,
         reorganization or other relief with respect to it or any Significant
         Subsidiary or its or such Significant Subsidiary's debts under any
         bankruptcy, insolvency or other similar law now or hereafter in effect
         or seeking the appointment of a trustee, receiver, liquidator,
         custodian or other similar official of it or any Significant Subsidiary
         or any substantial part of the property of the Company or any
         Significant Subsidiary, and such involuntary case or other proceeding
         shall remain undismissed and unstayed for a period of ninety (90)
         consecutive days;

then, and in each and every such case (other than an Event of Default specified
in Section 7.1(d) or (e) with respect to the Company), unless the principal of
all of the Notes shall have already become due and payable, either the Trustee
or the holders of not less than twenty-five percent (25%) in aggregate principal
amount of the Notes then outstanding hereunder determined in accordance with
Section 9.4, by notice in writing to the Company (and to the Trustee if given by
Noteholders), may declare the principal of and premium, if any, on all the Notes
and the interest accrued


                                       63
<PAGE>   73

thereon (including Liquidated Damages, if any) to be due and payable
immediately, and upon any such declaration the same shall become and shall be
immediately due and payable, anything in this Indenture or in the Notes
contained to the contrary notwithstanding. If an Event of Default specified in
Section 7.1(d) or (e) with respect to the Company occurs, the principal of all
the Notes and the interest accrued thereon shall (including Liquidated Damages,
if any) be immediately and automatically due and payable without necessity of
further action. This provision, however, is subject to the conditions that if,
at any time after the principal of the Notes shall have been so declared due and
payable, and before any judgment or decree for the payment of the monies due
shall have been obtained or entered as hereinafter provided, the Company shall
pay or shall deposit with the Trustee a sum sufficient to pay all matured
installments of interest upon (including Liquidated Damages, if any) all Notes
and the principal of and premium, if any, on any and all Notes which shall have
become due otherwise than by acceleration (with interest on overdue installments
of interest (including Liquidated Damages, if any) (to the extent that payment
of such interest is enforceable under applicable law) and on such principal and
premium, if any, at the rate borne by the Notes, to the date of such payment or
deposit) and amounts due to the Trustee pursuant to Section 8.6, and if any and
all defaults under this Indenture, other than the nonpayment of principal of and
premium, if any, and accrued interest on (including Liquidated Damages, if any)
Notes which shall have become due by acceleration, shall have been cured or
waived pursuant to Section 7.7, then and in every such case the holders of a
majority in aggregate principal amount of the Notes then outstanding, by written
notice to the Company and to the Trustee, may waive all defaults or Events of
Default and rescind and annul such declaration and its consequences; but no such
waiver or rescission and annulment shall extend to or shall affect any
subsequent default or Event of Default, or shall impair any right consequent
thereon. The Company shall notify a Responsible Officer of the Trustee, promptly
(and in any event within five Business Days) upon becoming aware thereof, of any
Event of Default.


                                       64
<PAGE>   74

                  In case the Trustee shall have proceeded to enforce any right
under this Indenture and such proceedings shall have been discontinued or
abandoned because of such waiver or rescission and annulment or for any other
reason or shall have been determined adversely to the Trustee, then and in every
such case the Company, the holders of Notes, and the Trustee shall be restored
respectively to their several positions and rights hereunder, and all rights,
remedies and powers of the Company, the holders of Notes, and the Trustee shall
continue as though no such proceeding had been taken.

                  Section 7.2 Payments of Notes on Default; Suit Therefor. The
Company covenants that (a) in case default shall be made in the payment of any
installment of interest upon (including Liquidated Damages, if any) any of the
Notes as and when the same shall become due and payable, and such default shall
have continued for a period of thirty (30) days, or (b) in case default shall be
made in the payment of the principal of or premium, if any, on any of the Notes
as and when the same shall have become due and payable, whether at maturity of
the Notes or in connection with any redemption, by or under this Indenture
declaration or otherwise, then, upon demand of the Trustee, the Company will pay
to the Trustee, for the benefit of the holders of the Notes, the whole amount
that then shall have become due and payable on all such Notes for principal and
premium, if any, or interest (including Liquidated Damages, if any), as the case
may be, with interest upon the overdue principal and premium, if any, and (to
the extent that payment of such interest is enforceable under applicable law)
upon the overdue installments of interest (including Liquidated Damages, if any)
at the rate borne by the Notes, and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including
reasonable compensation to the Trustee, its agents, attorneys and counsel, and
all other amounts due the Trustee under Section 8.6. Until such demand by the
Trustee, the Company may pay the principal of and premium, if any, and interest
on (including Liquidated Damages, if any) the Notes to the registered holders,
whether or not the Notes are overdue.


                                       65
<PAGE>   75

                  In case the Company shall fail forthwith to pay such amounts
upon such demand, the Trustee, in its own name and as trustee of an express
trust, shall be entitled and empowered to institute any actions or proceedings
at law or in equity for the collection of the sums so due and unpaid, and may
prosecute any such action or proceeding to judgment or final decree, and may
enforce any such judgment or final decree against the Company or any other
obligor on the Notes and collect in the manner provided by law out of the
property of the Company or any other obligor on the Notes wherever situated the
monies adjudged or decreed to be payable.

                  In case there shall be pending proceedings for the bankruptcy
or for the reorganization of the Company or any other obligor on the Notes under
Title 11 of the United States Code, or any other applicable law, or in case a
receiver, assignee or trustee in bankruptcy or reorganization, liquidator,
sequestrator or similar official shall have been appointed for or taken
possession of the Company or such other obligor, the property of the Company or
such other obligor, or in the case of any other judicial proceedings relative to
the Company or such other obligor upon the Notes, or to the creditors or
property of the Company or such other obligor, the Trustee, irrespective of
whether the principal of the Notes shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand pursuant to the provisions of this Section 7.2, shall
be entitled and empowered, by intervention in such proceedings or otherwise, to
file and prove a claim or claims for the whole amount of principal, premium, if
any, and interest (including Liquidated Damages, if any) owing and unpaid in
respect of the Notes, and, in case of any judicial proceedings, to file such
proofs of claim and other papers or documents as may be necessary or advisable
in order to have the claims of the Trustee and of the Noteholders allowed in
such judicial proceedings relative to the Company or any other obligor on the
Notes, its or their creditors, or its or their property, and to collect and
receive any monies or other property payable or deliverable on any such claims,
and to distribute the same after the


                                       66
<PAGE>   76

deduction of any amounts due the Trustee under Section 8.6, and any receiver,
assignee or trustee in bankruptcy or reorganization, liquidator, custodian or
similar official is hereby authorized by each of the Noteholders to make such
payments to the Trustee, and, in the event that the Trustee shall consent to the
making of such payments directly to the Noteholders, to pay to the Trustee any
amount due it for reasonable compensation, expenses, advances and disbursements,
including counsel fees incurred by it up to the date of such distribution. To
the extent that such payment of reasonable compensation, expenses, advances and
disbursements out of the estate in any such proceedings shall be denied for any
reason, payment of the same shall be secured by a lien on, and shall be paid out
of, any and all distributions, dividends, monies, securities and other property
which the holders of the Notes may be entitled to receive in such proceedings,
whether in liquidation or under any plan of reorganization or arrangement or
otherwise.

                  All rights of action and of asserting claims under this
Indenture, or under any of the Notes, may be enforced by the Trustee without the
possession of any of the Notes, or the production thereof at any trial or other
proceeding relative thereto, and any such suit or proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agent and
counsel, be for the ratable benefit of the holders of the Notes.

                  In any proceedings brought by the Trustee (and in any
proceedings involving the interpretation of any provision of this Indenture to
which the Trustee shall be a party) the Trustee shall be held to represent all
the holders of the Notes, and it shall not be necessary to make any holders of
the Notes parties to any such proceedings.

                  Section 7.3 Application of Monies Collected by Trustee. Any
monies collected by the Trustee pursuant to this Article Seven shall be applied
in the order following, at the date or dates fixed by the Trustee for the


                                       67
<PAGE>   77

distribution of such monies, upon presentation of the several Notes, and
stamping thereon the payment, if only partially paid, and upon surrender
thereof, if fully paid:

                  FIRST: To the payment of all amounts due the Trustee under
         Section 8.6;

                  SECOND: Subject to the provisions of Article Four, in case the
         principal of the outstanding Notes shall not have become due and be
         unpaid, to the payment of interest on (including Liquidated Damages, if
         any) the Notes in default in the order of the maturity of the
         installments of such interest, with interest (to the extent that such
         interest has been collected by the Trustee) upon the overdue
         installments of interest (including Liquidated Damages, if any) at the
         rate borne by the Notes, such payments to be made ratably to the
         Persons entitled thereto;

                  THIRD: Subject to the provisions of Article Four, in case the
         principal of the outstanding Notes shall have become due, by
         declaration or otherwise, and be unpaid to the payment of the whole
         amount then owing and unpaid upon the Notes for principal and premium,
         if any, and interest (including Liquidated Damages, if any), with
         interest on the overdue principal and premium, if any, and (to the
         extent that such interest has been collected by the Trustee) upon
         overdue installments of interest (including Liquidated Damages, if any)
         at the rate borne by the Notes, and in case such monies shall be
         insufficient to pay in full the whole amounts so due and unpaid upon
         the Notes, then to the payment of such principal and premium, if any,
         and interest (including Liquidated Damages, if any) without preference
         or priority of principal and premium, if any, over interest (including
         Liquidated Damages, if any), or of interest (including Liquidated
         Damages, if any) over principal and premium, if any, or of any
         installment of interest over any other installment of interest, or of
         any Note over any other Note, ratably to the aggregate of such
         principal and premium, if any, and accrued and unpaid interest; and


                                       68
<PAGE>   78

                  FOURTH: Subject to the provisions of Article Four, to the
         payment of the remainder, if any, to the Company or any other Person
         lawfully entitled thereto.

                  Section 7.4 Proceedings by Noteholder. No holder of any Note
shall have any right by virtue of or by reference to any provision of this
Indenture to institute any suit, action or proceeding in equity or at law upon
or under or with respect to this Indenture, or for the appointment of a
receiver, trustee, liquidator, custodian or other similar official, or for any
other remedy hereunder, unless such holder previously shall have given to the
Trustee written notice of an Event of Default and of the continuance thereof, as
hereinbefore provided, and unless also the holders of not less than twenty-five
percent (25%) in aggregate principal amount of the Notes then outstanding shall
have made written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee for sixty (60)
days after its receipt of such notice, request and offer of indemnity, shall
have neglected or refused to institute any such action, suit or proceeding and
no direction inconsistent with such written request shall have been given to the
Trustee pursuant to Section 7.7; it being understood and intended, and being
expressly covenanted by the taker and holder of every Note with every other
taker and holder and the Trustee, that no one or more holders of Notes shall
have any right in any manner whatever by virtue of or by reference to any
provision of this Indenture to affect, disturb or prejudice the rights of any
other holder of Notes, or to obtain or seek to obtain priority over or
preference to any other such holder, or to enforce any right under this
Indenture, except in the manner herein provided and for the equal, ratable and
common benefit of all holders of Notes (except as otherwise provided herein).
For the protection and enforcement of this Section 7.4, each and every
Noteholder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.


                                       69
<PAGE>   79

                  Notwithstanding any other provision of this Indenture and any
provision of any Note, the right of any holder of any Note to receive payment of
the principal of and premium, if any (including the redemption price upon
redemption pursuant to Article Three), and accrued interest on (including
Liquidated Damages, if any) such Note, on or after the respective due dates
expressed in such Note or in the event of redemption, or to institute suit for
the enforcement of any such payment on or after such respective dates against
the Company shall not be impaired or affected without the consent of such
holder.

                  Anything in this Indenture or the Notes to the contrary
notwithstanding, the holder of any Note, without the consent of either the
Trustee or the holder of any other Note, in its own behalf and for its own
benefit, may enforce, and may institute and maintain any proceeding suitable to
enforce, its rights of conversion as provided herein.

                  Section 7.5 Proceedings by Trustee. In case of an Event of
Default, the Trustee may, in its discretion, proceed to protect and enforce the
rights vested in it by this Indenture by such appropriate judicial proceedings
as are necessary to protect and enforce any of such rights, either by suit in
equity or by action at law or by proceeding in bankruptcy or otherwise, whether
for the specific enforcement of any covenant or agreement contained in this
Indenture or in aid of the exercise of any power granted in this Indenture, or
to enforce any other legal or equitable right vested in the Trustee by this
Indenture or by law.

                  Section 7.6 Remedies Cumulative and Continuing. Except as
provided in Section 2.6, all powers and remedies given by this Article Seven to
the Trustee or to the Noteholders shall, to the extent permitted by law, be
deemed cumulative and not exclusive of any thereof or of any other powers and
remedies available to the Trustee or the holders of the Notes, by judicial
proceedings or otherwise, to enforce the performance or observance of the
covenants and agreements contained in this Indenture, and no delay or


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<PAGE>   80

omission of the Trustee or of any holder of any of the Notes to exercise any
right or power accruing upon any default or Event of Default occurring and
continuing as aforesaid shall impair any such right or power, or shall be
construed to be a waiver of any such default or any acquiescence therein, and,
subject to the provisions of Section 7.4, every power and remedy given by this
Article Seven or by law to the Trustee or to the Noteholders may be exercised
from time to time, and as often as shall be deemed expedient, by the Trustee or
by the Noteholders.

                  Section 7.7 Direction of Proceedings and Waiver of Defaults by
Majority of Noteholders. The holders of a majority in aggregate principal amount
of the Notes at the time outstanding determined in accordance with Section 9.4
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee; provided, however, that (a) such direction shall
not be in conflict with any rule of law or with this Indenture, (b) the Trustee
may take any other action which is not inconsistent with such direction and (c)
the Trustee may decline to take any action that would benefit some Noteholder to
the detriment of other Noteholders. The holders of a majority in aggregate
principal amount of the Notes at the time outstanding determined in accordance
with Section 9.4 may, on behalf of the holders of all of the Notes, waive any
past default or Event of Default hereunder and its consequences except (i) a
default in the payment of interest (including Liquidated Damages, if any) or
premium, if any, on, or the principal of, the Notes, (ii) a failure by the
Company to convert any Notes into Common Stock, (iii) a default in the payment
of redemption price pursuant to Article Three or (iv) a default in respect of a
covenant or provisions hereof which under Article Eleven cannot be modified or
amended without the consent of the holders of each or all Notes then outstanding
or affected thereby. Upon any such waiver, the Company, the Trustee and the
holders of the Notes shall be restored to their former positions and rights
hereunder; but no such waiver shall extend to any subsequent or other default or
Event of Default or impair any right consequent thereon. Whenever


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<PAGE>   81

any default or Event of Default hereunder shall have been waived as permitted by
this Section 7.7, said default or Event of Default shall for all purposes of the
Notes and this Indenture be deemed to have been cured and to be not continuing;
but no such waiver shall extend to any subsequent or other default or Event of
Default or impair any right consequent thereon.

                  Section 7.8 Notice of Defaults. The Trustee shall, within
ninety (90) days after a Responsible Officer of the Trustee has actual knowledge
of the occurrence of a default, mail to all Noteholders, as the names and
addresses of such holders appear upon the Note register, notice of all defaults
actually known to a Responsible Officer, unless such defaults shall have been
cured or waived before the giving of such notice; provided, however, that except
in the case of default in the payment of the principal of, or premium, if any,
or interest (including Liquidated Damages, if any) on any of the Notes, the
Trustee shall be protected in withholding such notice if and so long as a trust
committee of directors and/or Responsible Officers of the Trustee in good faith
determines that the withholding of such notice is in the interests of the
Noteholders.

                  Section 7.9 Undertaking to Pay Costs. All parties to this
Indenture agree, and each holder of any Note by his acceptance thereof shall be
deemed to have agreed, that any court may, in its discretion, require, 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, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees and expenses, against any party litigant in
such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; provided, however, that the provisions of
this Section 7.9 (to the extent permitted by law) shall not apply to any suit
instituted by the Trustee, to any suit instituted by any Noteholder, or group of
Noteholders, holding in the aggregate more than ten percent in principal amount
of the Notes at the time


                                       72
<PAGE>   82

outstanding determined in accordance with Section 9.4, or to any suit instituted
by any Noteholder for the enforcement of the payment of the principal of or
premium, if any, or interest on any Note on or after the due date expressed in
such Note or to any suit for the enforcement of the right to convert any Note in
accordance with the provisions of Article Fifteen.

                                  ARTICLE EIGHT

                                   THE TRUSTEE

                  Section 8.1 Duties and Responsibilities of Trustee. The
Trustee, prior to the occurrence of an Event of Default and after the curing of
all Events of Default which may have occurred, undertakes to perform such duties
and only such duties as are specifically set forth in this Indenture. In case an
Event of Default has occurred (which has not been cured or waived), the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in their exercise, as a prudent person
would exercise or use under the circumstances in the conduct of his own affairs.

                  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 willful misconduct, except that:

                  (a) prior to the occurrence of an Event of Default and after
         the curing or waiving of all Events of Default which may have occurred:

                           (1) the duties and obligations of the Trustee shall
                  be determined solely by the express provisions of this
                  Indenture and the Trust Indenture Act, and the Trustee shall
                  not be liable except for the performance of such duties and
                  obligations as are specifically set forth in this Indenture
                  and no implied covenants or obligations shall be read into
                  this Indenture and the Trust Indenture Act against the
                  Trustee; and


                                       73
<PAGE>   83

                           (2) in the absence of bad faith and willful
                  misconduct on the part of the Trustee, the Trustee may
                  conclusively rely as to the truth of the statements and the
                  correctness of the opinions expressed therein, upon any
                  certificates or opinions furnished to the Trustee and
                  conforming to the requirements of this Indenture; but, in the
                  case of any such certificates or opinions which by any
                  provisions hereof are specifically required to be furnished to
                  the Trustee, the Trustee shall be under a duty to examine the
                  same to determine whether or not they conform to the
                  requirements of this Indenture;

                  (b) the Trustee shall not be liable for any error of judgment
         made in good faith by a Responsible Officer or Officers of the Trustee,
         unless the Trustee was negligent in ascertaining the pertinent facts;

                  (c) the Trustee shall not be liable with respect to any action
         taken or omitted to be taken by it in good faith in accordance with the
         written direction of the holders of not less than a majority in
         principal amount of the Notes at the time outstanding determined as
         provided in Section 9.4 relating to the time, method and place of
         conducting any proceeding for any remedy available to the Trustee, or
         exercising any trust or power conferred upon the Trustee, under this
         Indenture;

                  (d) whether or not therein provided, every provision of this
         Indenture relating to the conduct or affecting the liability of, or
         affording protection to, the Trustee shall be subject to the provisions
         of this Section;

                  (e) the Trustee shall not be liable in respect of any payment
         (as to the correctness of amount, entitlement to receive or any other
         matters relating to payment) or notice effected by the Company or any
         paying agent or any records maintained by any co-registrar with respect
         to the Notes; and


                                       74
<PAGE>   84

                  (f) if any party fails to deliver a notice relating to an
         event the fact of which, pursuant to this Indenture, requires notice to
         be sent to the Trustee, the Trustee may conclusively rely on its
         failure to receive such notice as reason to act as if no such event
         occurred.

                  None of the provisions contained in this Indenture shall
require the Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties or in the exercise
of any of its rights or powers, if there is reasonable ground for believing that
the repayment of such funds or adequate indemnity against such risk or liability
is not reasonably assured to it.

                  Section 8.2 Reliance on Documents, Opinions, Etc. Except as
otherwise provided in Section 8.1:

                  (a) the Trustee may conclusively rely and shall be fully
         protected in acting upon any resolution, certificate, statement,
         instrument, opinion, report, notice, request, consent, order, bond,
         debenture, note, coupon or other paper or document (whether in its
         original or facsimile form) believed by it in good faith to be genuine
         and to have been signed or presented by the proper party or parties;

                  (b) any request, direction, order or demand of the Company
         mentioned herein shall be sufficiently evidenced by an Officers'
         Certificate (unless other evidence in respect thereof be herein
         specifically prescribed); and any resolution of the Board of Directors
         may be evidenced to the Trustee by a copy thereof certified by the
         Secretary or an Assistant Secretary of the Company;

                  (c) the Trustee may consult with counsel of its own selection
         and any advice or Opinion of Counsel shall be full and complete
         authorization and protection in respect of any action taken or omitted
         by it hereunder in good faith and in accordance with such advice or
         Opinion of Counsel;


                                       75
<PAGE>   85

                  (d) the Trustee shall be under no obligation to exercise any
         of the rights or powers vested in it by this Indenture at the request,
         order or direction of any of the Noteholders pursuant to the provisions
         of this Indenture, unless such Noteholders shall have offered to the
         Trustee reasonable security or indemnity against the costs, expenses
         and liabilities which may be incurred therein or thereby;

                  (e) the Trustee shall not be bound to make any investigation
         into the facts or matters stated in any resolution, certificate,
         statement, instrument, opinion, report, notice, request, direction,
         consent, order, bond, debenture or other paper or document, but the
         Trustee, in its discretion, may make such further inquiry or
         investigation into such facts or matters as it may see fit, and, if the
         Trustee shall determine to make such further inquiry or investigation,
         it shall be entitled to examine the books, records and premises of the
         Company, personally or by agent or attorney at the expense of the
         Company and shall incur no liability or additional liability of any
         kind by reason of such inquiry or investigation;

                  (f) the Trustee may execute any of the trusts or powers
         hereunder or perform any duties hereunder either directly or by or
         through agents or attorneys and the Trustee shall not be responsible
         for any misconduct or negligence on the part of any agent or attorney
         appointed by it with due care hereunder; and

                  (g) the rights, privileges, protections, immunities and
         benefits given to the Trustee, 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 to act hereunder.

                  Section 8.3 No Responsibility for Recitals, Etc. The recitals
contained herein and in the Notes (except in the Trustee's certificate of
authentication) shall be taken


                                       76
<PAGE>   86

as the statements of the Company, and the Trustee assumes no responsibility for
the correctness of the same. The Trustee makes no representations as to the
validity or sufficiency of this Indenture or of the Notes. The Trustee shall not
be accountable for the use or application by the Company of any Notes or the
proceeds of any Notes authenticated and delivered by the Trustee in conformity
with the provisions of this Indenture.

                  Section 8.4 Trustee, Paying Agents, Conversion Agents or
Registrar May Own Notes. The Trustee, any paying agent, any conversion agent or
Note registrar, in its individual or any other capacity, may become the owner or
pledgee of Notes with the same rights it would have if it were not Trustee,
paying agent, conversion agent or Note registrar.

                  Section 8.5 Monies to be Held in Trust. Subject to the
provisions of Section 13.4 and Section 4.2, all monies received by the Trustee
shall, until used or applied as herein provided, be held in trust for the
purposes for which they were received. Money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required
by law. The Trustee shall be under no liability for interest on any money
received by it hereunder except as may be agreed in writing from time to time by
the Company and the Trustee.

                  Section 8.6 Compensation and Expenses of Trustee. The Company
covenants and agrees to pay to the Trustee from time to time, and the Trustee
shall be entitled to, reasonable compensation for all services rendered by it
hereunder in any capacity (which shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust) as mutually agreed
to from time to time in writing between the Company and the Trustee, and the
Company will pay or reimburse the Trustee upon its request for all expenses,
disbursements and advances reasonably incurred or made by the Trustee in
accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all Persons not regularly in its employ)


                                       77
<PAGE>   87

except any such expense, disbursement or advance as may arise from its
negligence or willful misconduct. The Company also covenants to fully indemnify
the Trustee (or any officer, director or employee of the Trustee) and any
predecessor Trustee, in any capacity under this Indenture and its agents and any
authenticating agent for, and to hold them harmless against, any and all loss,
liability, claim, damage or expense (including taxes other than taxes based on
the income of the Trustee) incurred without negligence or willful misconduct on
the part of the Trustee or such officers, directors, employees and agent or
authenticating agent, as the case may be, and arising out of or in connection
with the acceptance or administration of this trust or in any other capacity
hereunder, including the costs and expenses of defending themselves against any
claim of liability in the premises. The obligations of the Company under this
Section 8.6 to compensate or indemnify the Trustee and to pay or reimburse the
Trustee for expenses, disbursements and advances shall be secured by a lien
prior to that of the Notes upon all property and funds held or collected by the
Trustee as such, except funds held in trust for the benefit of the holders of
particular Notes. The obligation of the Company under this Section shall survive
the resignation or removal of the Trustee and the satisfaction and discharge of
this Indenture.

                  When the Trustee and its agents and any authenticating agent
incur expenses or render services after an Event of Default specified in Section
7.1(d) or (e) with respect to the Company occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any bankruptcy, insolvency or similar laws.

                  Section 8.7 Officers' Certificate as Evidence. Except as
otherwise provided in Section 8.1, whenever in the administration of the
provisions of this Indenture the Trustee shall deem it necessary or desirable
that a matter be proved or established prior to taking or omitting any action
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or willful misconduct
on the part


                                       78
<PAGE>   88

of the Trustee, be deemed to be conclusively proved and established by an
Officers' Certificate delivered to the Trustee.

                  Section 8.8 Conflicting Interests of Trustee. If the Trustee
has or shall acquire a conflicting interest within the meaning of the Trust
Indenture Act, the Trustee shall either eliminate such interest or resign, to
the extent and in the manner provided by, and subject to the provisions of, the
Trust Indenture Act and this Indenture.

                  Section 8.9 Eligibility of Trustee. There shall at all times
be a Trustee hereunder which shall be a Person that is eligible pursuant to the
Trust Indenture Act to act as such and has a combined capital and surplus of at
least $50,000,000 (or if such Person is a member of a bank holding company
system, its bank holding company shall have a combined capital and surplus of at
least $50,000,000). If such Person publishes reports of condition at least
annually, pursuant to law or to the requirements of any supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
the Trustee shall cease to be eligible in accordance with the provisions of this
Section 8.9, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

                  Section 8.10  Resignation or Removal of Trustee.

                  (a) The Trustee may at any time resign by giving written
notice of such resignation to the Company and to the holders of Notes. Upon
receiving such notice of resignation, the Company shall promptly appoint a
successor trustee by written instrument, in duplicate, executed by order of the
Board of Directors, one copy of which instrument shall be delivered to the
resigning Trustee and one copy to the successor trustee. If no successor trustee
shall have been so appointed and have accepted appointment sixty (60) days after
the mailing of such notice of resignation to the Noteholders, the resigning
Trustee may,


                                       79
<PAGE>   89

upon ten (10) business days' notice to the Company and the Noteholders, appoint
a successor identified in such notice or may petition, at the expense of the
Company, any court of competent jurisdiction for the appointment of a successor
trustee, or, if any Noteholder who has been a bona fide holder of a Note or
Notes for at least six (6) months may, subject to the provisions of Section 7.9,
on behalf of himself and all others similarly situated, petition any such court
for the appointment of a successor trustee. Such court may thereupon, after such
notice, if any, as it may deem proper and prescribe, appoint a successor
trustee.

                  (b) In case at any time any of the following shall occur:

                  (1) the Trustee shall fail to comply with Section 8.8 after
         written request therefor by the Company or by any Noteholder who has
         been a bona fide holder of a Note or Notes for at least six (6) months;
         or

                  (2) the Trustee shall cease to be eligible in accordance with
         the provisions of Section 8.9 and shall fail to resign after written
         request therefor by the Company or by any such Noteholder; or

                  (3) the Trustee shall become incapable of acting, or shall be
         adjudged a bankrupt or insolvent, or a receiver of the Trustee or of
         its property shall be appointed, or any public officer shall take
         charge or control of the Trustee or of its property or affairs for the
         purpose of rehabilitation, conservation or liquidation;

then, in any such case, the Company may remove the Trustee and appoint a
successor trustee by written instrument, in duplicate, executed by order of the
Board of Directors, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee, or, subject to the
provisions of Section 7.9, any Noteholder who has been a bona fide holder of a
Note or Notes for at least six (6) months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the


                                       80
<PAGE>   90

appointment of a successor trustee; provided, however, that if no successor
Trustee shall have been appointed and have accepted appointment sixty (60) days
after either the Company or the Noteholders has removed the Trustee, the Trustee
so removed may petition any court of competent jurisdiction for an appointment
of a successor trustee. Such court may thereupon, after such notice, if any, as
it may deem proper and prescribe, remove the Trustee and appoint a successor
trustee.

                  (c) The holders of a majority in aggregate principal amount of
the Notes at the time outstanding may at any time remove the Trustee and
nominate a successor trustee which shall be deemed appointed as successor
trustee unless, within ten (10) days after notice to the Company of such
nomination, the Company objects thereto, in which case the Trustee so removed or
any Noteholder, or if such Trustee so removed or any Noteholder fails to act,
the Company, upon the terms and conditions and otherwise as in Section 8.10(a)
provided, may petition any court of competent jurisdiction for an appointment of
a successor trustee.

                  (d) Any resignation or removal of the Trustee and appointment
of a successor trustee pursuant to any of the provisions of this Section 8.10
shall become effective upon acceptance of appointment by the successor trustee
as provided in Section 8.11.

                  Section 8.11 Acceptance by Successor Trustee. Any successor
trustee appointed as provided in Section 8.10 shall execute, acknowledge and
deliver to the Company and to its predecessor trustee an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee, without
any further act, deed or conveyance, shall become vested with all the rights,
powers, duties and obligations of its predecessor hereunder, with like effect as
if originally named as trustee herein; but, nevertheless, on the written request
of the Company or of the successor trustee, the trustee ceasing to act shall,
upon payment of any amount then due it and its agents and counsel pursuant to
the provisions of Section 8.6, execute


                                       81
<PAGE>   91

and deliver an instrument transferring to such successor trustee all the rights
and powers of the trustee so ceasing to act. Upon request of any such successor
trustee, the Company shall execute any and all instruments in writing for more
fully and certainly vesting in and confirming to such successor trustee all such
rights and powers. Any trustee ceasing to act shall, nevertheless, retain a lien
upon all property and funds held or collected by such trustee as such, except
for funds held in trust for the benefit of holders of particular Notes, to
secure any amounts then due it pursuant to the provisions of Section 8.6.

                  No successor trustee shall accept appointment as provided in
this Section 8.11 unless, at the time of such acceptance, such successor trustee
shall be qualified under the provisions of Section 8.8 and be eligible under the
provisions of Section 8.9.

                  Upon acceptance of appointment by a successor trustee as
provided in this Section 8.11, the Company (or the former trustee, at the
expense of and at the written direction of the Company) shall mail or cause to
be mailed notice of the succession of such trustee hereunder to the holders of
Notes at their addresses as they shall appear on the Note register. If the
Company fails to mail such notice within ten (10) days after acceptance of
appointment by the successor trustee, the successor trustee shall cause such
notice to be mailed at the expense of the Company.

                  Section 8.12 Succession by Merger, Etc. Any corporation into
which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Trustee (including any trust created by this Indenture), shall be the successor
to the Trustee hereunder without the execution or filing of any paper or any
further act on the part of any of the parties hereto, provided that in the case
of any corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, such corporation shall be


                                       82
<PAGE>   92

qualified under the provisions of Section 8.8 and eligible under the provisions
of Section 8.9.

                  In case at the time such successor to the Trustee shall
succeed to the trusts created by this Indenture, any of the Notes shall have
been authenticated but not delivered, any such successor to the Trustee may
adopt the certificate of authentication of any predecessor trustee or
authenticating agent appointed by such predecessor trustee, and deliver such
Notes so authenticated; and in case at that time any of the Notes shall not have
been authenticated, any successor to the Trustee or any authenticating agent
appointed by such successor trustee may authenticate such Notes in the name of
the successor trustee; and in all such cases such certificates shall have the
full force that is provided in the Notes or in this Indenture; provided,
however, that the right to adopt the certificate of authentication of any
predecessor Trustee or authenticate Notes in the name of any predecessor Trustee
shall apply only to its successor or successors by merger, conversion or
consolidation.

                  Section 8.13 Preferential Collection of Claims. If and when
the Trustee shall be or become a creditor of the Company (or any other obligor
upon the Notes), the Trustee shall be subject to the provisions of the Trust
Indenture Act regarding the collection of the claims against the Company (or any
such other obligor).

                  Section 8.14 Trustee's Application for Instructions from the
Company. Any application by the Trustee for written instructions from the
Company (other than with regard to any action proposed to be taken or omitted to
be taken by the Trustee that affects the rights of the holders of the Notes or
holders of Senior Indebtedness under this Indenture, including, without
limitation, under Article Four hereof) may, at the option of the Trustee, set
forth in writing any action proposed to be taken or omitted by the Trustee under
this Indenture and the date on and/or after which such action shall be taken or
such omission shall be effective. The Trustee shall not be liable for any action
taken by, or omission of, the Trustee


                                       83
<PAGE>   93

in accordance with a proposal included in such application on or after the date
specified in such application (which date shall not be less than three (3)
Business Days after the date any officer of the Company actually receives such
application, unless any such officer shall have consented in writing to any
earlier date) unless prior to taking any such action (or the effective date in
the case of an omission), the Trustee shall have received written instructions
in response to such application specifying the action to be taken or omitted.

                                  ARTICLE NINE

                                 THE NOTEHOLDERS

                  Section 9.1 Action by Noteholders. Whenever in this Indenture
it is provided that the holders of a specified percentage in aggregate principal
amount of the Notes may take any action (including the making of any demand or
request, the giving of any notice, consent or waiver or the taking of any other
action), the fact that at the time of taking any such action, the holders of
such specified percentage have joined therein may be evidenced (a) by any
instrument or any number of instruments of similar tenor executed by Noteholders
in person or by agent or proxy appointed in writing, or (b) by the record of the
holders of Notes voting in favor thereof at any meeting of Noteholders duly
called and held in accordance with the provisions of Article Ten, or (c) by a
combination of such instrument or instruments and any such record of such a
meeting of Noteholders. Whenever the Company or the Trustee solicits the taking
of any action by the holders of the Notes, the Company or the Trustee may fix in
advance of such solicitation, a date as the record date for determining holders
entitled to take such action. The record date shall be not more than fifteen
(15) days prior to the date of commencement of solicitation of such action.

                  Section 9.2 Proof of Execution by Noteholders. Subject to the
provisions of Sections 8.1, 8.2 and 10.5, proof of the execution of any
instrument by a Noteholder or its agent or proxy shall be sufficient if made in
accordance


                                       84
<PAGE>   94

with such reasonable rules and regulations as may be prescribed by the Trustee
or in such manner as shall be satisfactory to the Trustee. The holding of Notes
shall be proved by the registry of such Notes or by a certificate of the Note
registrar.

                  The record of any Noteholders' meeting shall be proved in the
manner provided in Section 10.6.

                  Section 9.3 Who Are Deemed Absolute Owners. The Company, the
Trustee, any paying agent, any conversion agent and any Note registrar may deem
the Person in whose name such Note shall be registered upon the Note register to
be, and may treat it as, the absolute owner of such Note (whether or not such
Note shall be overdue and notwithstanding any notation of ownership or other
writing thereon made by any Person other than the Company or any Note registrar)
for the purpose of receiving payment of or on account of the principal of,
premium, if any, and interest on such Note, for conversion of such Note and for
all other purposes; and neither the Company nor the Trustee nor any paying agent
nor any conversion agent nor any Note registrar shall be affected by any notice
to the contrary. All such payments so made to any holder for the time being, or
upon his order, shall be valid, and, to the extent of the sum or sums so paid,
effectual to satisfy and discharge the liability for monies payable upon any
such Note.

                  Section 9.4 Company-Owned Notes Disregarded. In determining
whether the holders of the requisite aggregate principal amount of Notes have
concurred in any direction, consent, waiver or other action under this
Indenture, Notes which are owned by the Company or any other obligor on the
Notes or any Affiliate of the Company or any other obligor on the Notes shall be
disregarded and deemed not to be outstanding for the purpose of any such
determination; provided, however, that, for the purposes of determining whether
the Trustee shall be protected in relying on any such direction, consent, waiver
or other action, only Notes which a Responsible Officer knows are so owned shall
be so disregarded. Notes so owned which have been pledged in good faith may be
regarded as outstanding for the purposes of


                                       85
<PAGE>   95

this Section 9.4 if the pledgee shall establish to the satisfaction of the
Trustee the pledgee's right to vote such Notes and that the pledgee is not the
Company, any other obligor on the Notes or any Affiliate of the Company or any
such other obligor. In the case of a dispute as to such right, any decision by
the Trustee taken upon the advice of counsel shall be full protection to the
Trustee. Upon request of the Trustee, the Company shall furnish to the Trustee
promptly an Officers' Certificate listing and identifying all Notes, if any,
known by the Company to be owned or held by or for the account of any of the
above described Persons, and, subject to Section 8.1, the Trustee shall be
entitled to accept such Officers' Certificate as conclusive evidence of the
facts therein set forth and of the fact that all Notes not listed therein are
outstanding for the purpose of any such determination.

                  Section 9.5 Revocation of Consents; Future Holders Bound. At
any time prior to (but not after) the evidencing to the Trustee, as provided in
Section 9.1, of the taking of any action by the holders of the percentage in
aggregate principal amount of the Notes specified in this Indenture in
connection with such action, any holder of a Note which is shown by the evidence
to be included in the Notes the holders of which have consented to such action
may, by filing written notice with the Trustee at its Corporate Trust Office and
upon proof of holding as provided in Section 9.2, revoke such action so far as
concerns such Note. Except as aforesaid, any such action taken by the holder of
any Note shall be conclusive and binding upon such holder and upon all future
holders and owners of such Note and of any Notes issued in exchange or
substitution therefor, irrespective of whether any notation in regard thereto is
made upon such Note or any Note issued in exchange or substitution therefor.

                                   ARTICLE TEN

                             MEETINGS OF NOTEHOLDERS

                  Section 10.1 Purpose of Meetings. A meeting of Noteholders may
be called at any time and from time to time


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<PAGE>   96

pursuant to the provisions of this Article Ten for any of the following
purposes:

                  (1) to give any notice to the Company or to the Trustee or to
         give any directions to the Trustee permitted under this Indenture, or
         to consent to the waiving of any default or Event of Default hereunder
         and its consequences, or to take any other action authorized to be
         taken by Noteholders pursuant to any of the provisions of Article
         Seven;

                  (2) to remove the Trustee and nominate a successor trustee
         pursuant to the provisions of Article Eight;

                  (3) to consent to the execution of an indenture or indentures
         supplemental hereto pursuant to the provisions of Section 11.2; or

                  (4) to take any other action authorized to be taken by or on
         behalf of the holders of any specified aggregate principal amount of
         the Notes under any other provision of this Indenture or under
         applicable law.

                  Section 10.2 Call of Meetings by Trustee. The Trustee may at
any time call a meeting of Noteholders to take any action specified in Section
10.1, to be held at such time and at such place as the Trustee shall determine.
Notice of every meeting of the Noteholders, setting forth the time and the place
of such meeting and in general terms the action proposed to be taken at such
meeting and the establishment of any record date pursuant to Section 9.1, shall
be mailed to holders of Notes at their addresses as they shall appear on the
Note register. Such notice shall also be mailed to the Company. Such notices
shall be mailed not less than twenty (20) nor more than ninety (90) days prior
to the date fixed for the meeting.

                  Any meeting of Noteholders shall be valid without notice if
the holders of all Notes then outstanding are present in person or by proxy or
if notice is waived before or after the meeting by the holders of all Notes
outstanding, and if the Company and the Trustee are either


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<PAGE>   97

present by duly authorized representatives or have, before or after the meeting,
waived notice.

                  Section 10.3 Call of Meetings by Company or Noteholders. In
case at any time the Company, pursuant to a resolution of its Board of
Directors, or the holders of at least ten percent (10%) in aggregate principal
amount of the Notes then outstanding, shall have requested the Trustee to call a
meeting of Noteholders, by written request setting forth in reasonable detail
the action proposed to be taken at the meeting, and the Trustee shall not have
mailed the notice of such meeting within twenty (20) days after receipt of such
request, then the Company or such Noteholders may determine the time and the
place for such meeting and may call such meeting to take any action authorized
in Section 10.1, by mailing notice thereof as provided in Section 10.2.

                  Section 10.4 Qualifications for Voting. To be entitled to vote
at any meeting of Noteholders a person shall (a) be a holder of one or more
Notes on the record date pertaining to such meeting or (b) be a person appointed
by an instrument in writing as proxy by a holder of one or more Notes on the
record date pertaining to such meeting. The only persons who shall be entitled
to be present or to speak at any meeting of Noteholders shall be the persons
entitled to vote at such meeting and their counsel and any representatives of
the Trustee and its counsel and any representatives of the Company and its
counsel.

                  Section 10.5 Regulations. Notwithstanding any other provisions
of this Indenture, the Trustee may make such reasonable regulations as it may
deem advisable for any meeting of Noteholders, in regard to proof of the holding
of Notes and of the appointment of proxies, and in regard to the appointment and
duties of inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it shall think fit.

                  The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by


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<PAGE>   98

Noteholders as provided in Section 10.3, in which case the Company or the
Noteholders calling the meeting, as the case may be, shall in like manner
appoint a temporary chairman. A permanent chairman and a permanent secretary of
the meeting shall be elected by vote of the holders of a majority in principal
amount of the Notes represented at the meeting and entitled to vote at the
meeting.

                  Subject to the provisions of Section 9.4, at any meeting each
Noteholder or proxyholder shall be entitled to one vote for each $1,000
principal amount of Notes held or represented by him; provided, however, that no
vote shall be cast or counted at any meeting in respect of any Note challenged
as not outstanding and ruled by the chairman of the meeting to be not
outstanding. The chairman of the meeting shall have no right to vote other than
by virtue of Notes held by him or instruments in writing as aforesaid duly
designating him as the proxy to vote on behalf of other Noteholders. Any meeting
of Noteholders duly called pursuant to the provisions of Section 10.2 or 10.3
may be adjourned from time to time by the holders of a majority of the aggregate
principal amount of Notes represented at the meeting, whether or not
constituting a quorum, and the meeting may be held as so adjourned without
further notice.

                  Section 10.6 Voting. The vote upon any resolution submitted to
any meeting of Noteholders shall be by written ballot on which shall be
subscribed the signatures of the holders of Notes or of their representatives by
proxy and the outstanding principal amount of the Notes held or represented by
them. The permanent chairman of the meeting shall appoint two inspectors of
votes who shall count all votes cast at the meeting for or against any
resolution and who shall make and file with the secretary of the meeting their
verified written reports in duplicate of all votes cast at the meeting. A record
in duplicate of the proceedings of each meeting of Noteholders shall be prepared
by the secretary of the meeting and there shall be attached to said record the
original reports of the inspectors of votes on any vote by ballot taken thereat
and affidavits by one or more persons having knowledge of the facts setting
forth a copy of the


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<PAGE>   99

notice of the meeting and showing that said notice was mailed as provided in
Section 10.2. The record shall show the principal amount of the Notes voting in
favor of or against any resolution. The record shall be signed and verified by
the affidavits of the permanent chairman and secretary of the meeting and one of
the duplicates shall be delivered to the Company and the other to the Trustee to
be preserved by the Trustee, the latter to have attached thereto the ballots
voted at the meeting.

                  Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

                  Section 10.7 No Delay of Rights by Meeting. Nothing contained
in this Article Ten shall be deemed or construed to authorize or permit, by
reason of any call of a meeting of Noteholders or any rights expressly or
impliedly conferred hereunder to make such call, any hindrance or delay in the
exercise of any right or rights conferred upon or reserved to the Trustee or to
the Noteholders under any of the provisions of this Indenture or of the Notes.

                                 ARTICLE ELEVEN

                             SUPPLEMENTAL INDENTURES

                  Section 11.1 Supplemental Indentures Without Consent of
Noteholders. The Company, when authorized by the resolutions of the Board of
Directors, and the Trustee may, from time to time, and at any time enter into an
indenture or indentures supplemental hereto for one or more of the following
purposes:

                  (a) to make provision with respect to the conversion rights of
         the holders of Notes pursuant to the requirements of Section 15.6 and
         the redemption obligations of the Company pursuant to the requirements
         of Section 3.5(e);

                  (b) subject to Article Four, to convey, transfer, assign,
         mortgage or pledge to the Trustee as security for the Notes, any
         property or assets;


                                       90
<PAGE>   100

                  (c) to evidence the succession of another Person to the
         Company, or successive successions, and the assumption by the successor
         Person of the covenants, agreements and obligations of the Company
         pursuant to Article Twelve;

                  (d) to add to the covenants of the Company such further
         covenants, restrictions or conditions as the Board of Directors and the
         Trustee shall consider to be for the benefit of the holders of Notes,
         and to make the occurrence, or the occurrence and continuance, of a
         default in any such additional covenants, restrictions or conditions a
         default or an Event of Default permitting the enforcement of all or any
         of the several remedies provided in this Indenture as herein set forth;
         provided, however, that in respect of any such additional covenant,
         restriction or condition, such supplemental indenture may provide for a
         particular period of grace after default (which period may be shorter
         or longer than that allowed in the case of other defaults) or may
         provide for an immediate enforcement upon such default or may limit the
         remedies available to the Trustee upon such default;

                  (e) to provide for the issuance under this Indenture of Notes
         in coupon form (including Notes registrable as to principal only) and
         to provide for exchangeability of such Notes with the Notes issued
         hereunder in fully registered form and to make all appropriate changes
         for such purpose;

                  (f) to cure any ambiguity or to correct or supplement any
         provision contained herein or in any supplemental indenture that may be
         defective or inconsistent with any other provision contained herein or
         in any supplemental indenture, or to make such other provisions in
         regard to matters or questions arising under this Indenture that shall
         not materially adversely affect the interests of the holders of the
         Notes;


                                       91
<PAGE>   101

                  (g) to evidence and provide for the acceptance of appointment
         hereunder by a successor Trustee with respect to the Notes; or

                  (h) to modify, eliminate or add to the provisions of this
         Indenture to such extent as shall be necessary to effect the
         qualifications of this Indenture under the Trust Indenture Act, or
         under any similar federal statute hereafter enacted.

                  Upon the written request of the Company, accompanied by a copy
of the resolutions of the Board of Directors certified by its Secretary or
Assistant Secretary authorizing the execution of any supplemental indenture, the
Trustee is hereby authorized to join with the Company in the execution of any
such supplemental indenture, to make any further appropriate agreements and
stipulations that may be therein contained and to accept the conveyance,
transfer and assignment of any property thereunder, but the Trustee shall not be
obligated to, but may in its discretion, enter into any supplemental indenture
that affects the Trustee's own rights, duties or immunities under this Indenture
or otherwise.

                  Any supplemental indenture authorized by the provisions of
this Section 11.1 may be executed by the Company and the Trustee without the
consent of the holders of any of the Notes at the time outstanding,
notwithstanding any of the provisions of Section 11.2.

                  Notwithstanding any other provision of the Indenture or the
Notes, the Registration Rights Agreement and the obligation to pay Liquidated
Damages thereunder may be amended, modified or waived in accordance with the
provisions of the Registration Rights Agreement.

                  Section 11.2 Supplemental Indenture with Consent of
Noteholders. With the consent (evidenced as provided in Article Nine) of the
holders of not less than a majority in aggregate principal amount of the Notes
at the time outstanding, the Company, when authorized by the resolutions of the
Board of Directors, and the Trustee may, from time to time and at any time,
enter into an indenture or indentures


                                       92
<PAGE>   102

supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or any
supplemental indenture or of modifying in any manner the rights of the holders
of the Notes; provided, however, that no such supplemental indenture shall (i)
extend the fixed maturity of any Note, or reduce the rate or extend the time of
payment of interest thereon, or reduce the principal amount thereof or premium,
if any, thereon, or reduce any amount payable on redemption thereof, or impair
the right of any Noteholder to institute suit for the payment thereof, or make
the principal thereof or interest or premium, if any, thereon payable in any
coin or currency other than that provided in the Notes, or modify the provisions
of this Indenture with respect to the subordination of the Notes in a manner
adverse to the Noteholders in any material respect, or change the obligation of
the Company to redeem any Note upon the happening of a Fundamental Change in a
manner adverse to the holder of Notes, or impair the right to convert the Notes
into Common Stock subject to the terms set forth herein, including Section 15.6,
in each case, without the consent of the holder of each Note so affected, or
(ii) reduce the aforesaid percentage of Notes, the holders of which are required
to consent to any such supplemental indenture, without the consent of the
holders of all Notes then outstanding.

                  Upon the written request of the Company, accompanied by a copy
of the resolutions of the Board of Directors certified by its Secretary or
Assistant Secretary and authorizing the execution of any such supplemental
indenture, and upon the filing with the Trustee of evidence of the consent of
Noteholders as aforesaid, the Trustee shall join with the Company in the
execution of such supplemental indenture unless such supplemental indenture
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into such supplemental indenture.

                  It shall not be necessary for the consent of the Noteholders
under this Section 11.2 to approve the


                                       93
<PAGE>   103

particular form of any proposed supplemental indenture, but it shall be
sufficient if such consent shall approve the substance thereof.

                  Section 11.3 Effect of Supplemental Indenture. Any
supplemental indenture executed pursuant to the provisions of this Article
Eleven shall comply with the Trust Indenture Act, as then in effect, provided
that this Section 11.3 shall not require such supplemental indenture or the
Trustee to be qualified under the Trust Indenture Act prior to the time such
qualification is in fact required under the terms of the Trust Indenture Act or
the Indenture has been qualified under the Trust Indenture Act, nor shall it
constitute any admission or acknowledgment by any party to such supplemental
indenture that any such qualification is required prior to the time such
qualification is in fact required under the terms of the Trust Indenture Act or
the Indenture has been qualified under the Trust Indenture Act. Upon the
execution of any supplemental indenture pursuant to the provisions of this
Article Eleven, this Indenture shall be and be deemed to be modified and amended
in accordance therewith and the respective rights, limitation of rights,
obligations, duties and immunities under this Indenture of the Trustee, the
Company and the holders of Notes shall thereafter be determined, exercised and
enforced hereunder, subject in all respects to such modifications and amendments
and all the terms and conditions of any such supplemental indenture shall be and
be deemed to be part of the terms and conditions of this Indenture for any and
all purposes.

                  Section 11.4 Notation on Notes. Notes authenticated and
delivered after the execution of any supplemental indenture pursuant to the
provisions of this Article Eleven may bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the
Company or the Trustee shall so determine, new Notes so modified as to conform,
in the opinion of the Trustee and the Board of Directors, to any modification of
this Indenture contained in any such supplemental indenture may, at the
Company's expense, be prepared and executed by the Company, authenticated by the
Trustee (or an authenticating agent duly appointed by the


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<PAGE>   104

Trustee pursuant to Section 16.11) and delivered in exchange for the Notes then
outstanding, upon surrender of such Notes then outstanding.

                  Section 11.5 Evidence of Compliance of Supplemental Indenture
to be Furnished to Trustee. Prior to entering into any supplemental indenture,
the Trustee may request an Officers' Certificate and an Opinion of Counsel
meeting the requirements set forth in Section 16.5 as conclusive evidence that
any supplemental indenture executed pursuant hereto complies with the
requirements of this Article Eleven.

                                 ARTICLE TWELVE

                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

                  Section 12.1 Company May Consolidate, Etc., on Certain Terms.
Subject to the provisions of Section 12.2, nothing contained in this Indenture
or in any of the Notes shall prevent any consolidation or merger of the Company
with or into any other Person or Persons (whether or not affiliated with the
Company), or successive consolidations or mergers in which the Company or its
successor or successors shall be a party or parties, or shall prevent any sale,
conveyance or lease (or successive sales, conveyances or leases) of all or
substantially all of the property of the Company, to any other Person (whether
or not affiliated with the Company), authorized to acquire and operate the same
and that shall be organized under the laws of the United States of America, any
state thereof or the District of Columbia; provided, however, that upon any such
consolidation, merger, sale, conveyance or lease, the due and punctual payment
of the principal of and premium, if any, and interest (including Liquidated
Damages, if any) on all of the Notes, according to their tenor and the due and
punctual performance and observance of all of the covenants and conditions of
this Indenture to be performed by the Company, shall be expressly assumed, by
supplemental indenture satisfactory in form to the Trustee, executed and
delivered to the Trustee by the Person (if other than the Company) formed by
such consolidation, or into which the


                                       95
<PAGE>   105

Company shall have been merged, or by the Person that shall have acquired or
leased such property, and such supplemental indenture shall provide for the
applicable conversion rights set forth in Section 15.6.

                  Section 12.2 Successor Corporation to be Substituted. In case
of any such consolidation, merger, sale, conveyance or lease and upon the
assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the due and
punctual payment of the principal of and premium, if any, and interest on all of
the Notes and the due and punctual performance of all of the covenants and
conditions of this Indenture to be performed by the Company, such successor
Person shall succeed to and be substituted for the Company, with the same effect
as if it had been named herein as the party of this first part. Such successor
Person thereupon may cause to be signed, and may issue either in its own name or
in the name of Conexant Systems, Inc. any or all of the Notes, issuable
hereunder that theretofore shall not have been signed by the Company and
delivered to the Trustee; and, upon the order of such successor Person instead
of the Company and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause
to be authenticated and delivered, any Notes that previously shall have been
signed and delivered by the officers of the Company to the Trustee for
authentication, and any Notes that such successor Person thereafter shall cause
to be signed and delivered to the Trustee for that purpose. All the Notes so
issued shall in all respects have the same legal rank and benefit under this
Indenture as the Notes theretofore or thereafter issued in accordance with the
terms of this Indenture as though all of such Notes had been issued at the date
of the execution hereof. In the event of any such consolidation, merger, sale,
conveyance or lease, the Person named as the "Company" in the first paragraph of
this Indenture or any successor that shall thereafter have become such in the
manner prescribed in this Article Twelve may be dissolved, wound up and
liquidated at any time thereafter and such Person shall


                                       96
<PAGE>   106

be released from its liabilities as obligor and maker of the Notes and from its
obligations under this Indenture.

                  In case of any such consolidation, merger, sale, conveyance or
lease, such changes in phraseology and form (but not in substance) may be made
in the Notes thereafter to be issued as may be appropriate.

                  Section 12.3 Opinion of Counsel to be Given Trustee. The
Trustee shall receive an Officers' Certificate and an Opinion of Counsel as
conclusive evidence that any such consolidation, merger, sale, conveyance or
lease and any such assumption complies with the provisions of this Article
Twelve.

                                ARTICLE THIRTEEN

                     SATISFACTION AND DISCHARGE OF INDENTURE

                  Section 13.1 Discharge of Indenture. When (a) the Company
shall deliver to the Trustee for cancellation all Notes theretofore
authenticated (other than any Notes that have been destroyed, lost or stolen and
in lieu of or in substitution for which other Notes shall have been
authenticated and delivered) and not theretofore canceled, or (b) all the Notes
not theretofore canceled or delivered to the Trustee for cancellation shall have
become due and payable, or are by their terms to become due and payable within
one year or are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption, and the
Company shall deposit with the Trustee, in trust, funds sufficient to pay at
maturity or upon redemption of all of the Notes (other than any Notes that shall
have been mutilated, destroyed, lost or stolen and in lieu of or in substitution
for which other Notes shall have been authenticated and delivered) not
theretofore canceled or delivered to the Trustee for cancellation, including
principal and premium, if any, and interest due or to become due to such date of
maturity or redemption date, as the case may be, accompanied by a verification
report, as to the sufficiency of the deposited amount, from an independent


                                       97
<PAGE>   107

certified accountant or other financial professional satisfactory to the
Trustee, and if the Company shall also pay or cause to be paid all other sums
payable hereunder by the Company, then this Indenture shall cease to be of
further effect (except as to (i) remaining rights of registration of transfer,
substitution and exchange and conversion of Notes, (ii) rights hereunder of
Noteholders to receive payments of principal of and premium, if any, and
interest on, the Notes and the other rights, duties and obligations of
Noteholders, as beneficiaries hereof with respect to the amounts, if any, so
deposited with the Trustee and (iii) the rights, obligations and immunities of
the Trustee hereunder), and the Trustee, on written demand of the Company
accompanied by an Officers' Certificate and an Opinion of Counsel as required by
Section 16.5 and at the cost and expense of the Company, shall execute proper
instruments acknowledging satisfaction of and discharging this Indenture; the
Company, however, hereby agrees to reimburse the Trustee for any costs or
expenses thereafter reasonably and properly incurred by the Trustee and to
compensate the Trustee for any services thereafter reasonably and properly
rendered by the Trustee in connection with this Indenture or the Notes.

                  Section 13.2 Deposited Monies to be Held in Trust by Trustee.
Subject to Section 13.4, all monies deposited with the Trustee pursuant to
Section 13.1, provided such deposit was not in violation of Article Four, shall
be held in trust for the sole benefit of the Noteholders and not to be subject
to the subordination provisions of Article Four, and such monies shall be
applied by the Trustee to the payment, either directly or through any paying
agent (including the Company if acting as its own paying agent), to the holders
of the particular Notes for the payment or redemption of which such monies have
been deposited with the Trustee, of all sums due and to become due thereon for
principal and interest and premium, if any.

                  Section 13.3 Paying Agent to Repay Monies Held. Upon the
satisfaction and discharge of this Indenture, all monies then held by any paying
agent of the Notes (other than the Trustee) shall, upon written request of the


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<PAGE>   108

Company, be repaid to it or paid to the Trustee, and thereupon such paying agent
shall be released from all further liability with respect to such monies.

                  Section 13.4 Return of Unclaimed Monies. Subject to the
requirements of applicable law, any monies deposited with or paid to the Trustee
for payment of the principal of, premium, if any, or interest on Notes and not
applied but remaining unclaimed by the holders of Notes for two years after the
date upon which the principal of, premium, if any, or interest on such Notes, as
the case may be, shall have become due and payable, shall be repaid to the
Company by the Trustee on demand and all liability of the Trustee shall
thereupon cease with respect to such monies; and the holder of any of the Notes
shall thereafter look only to the Company for any payment that such holder may
be entitled to collect unless an applicable abandoned property law designates
another Person.

                  Section 13.5 Reinstatement. If the Trustee or the paying agent
is unable to apply any money in accordance with Section 13.2 by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, the Company's obligations under this
Indenture and the Notes shall be revived and reinstated as though no deposit had
occurred pursuant to Section 13.1 until such time as the Trustee or the paying
agent is permitted to apply all such money in accordance with Section 13.2;
provided, however, that if the Company makes any payment of interest on or
principal of any Note following the reinstatement of its obligations, the
Company shall be subrogated to the rights of the holders of such Notes to
receive such payment from the money held by the Trustee or paying agent.

                                ARTICLE FOURTEEN

                           IMMUNITY OF INCORPORATORS,
                      STOCKHOLDERS, OFFICERS AND DIRECTORS

                  Section 14.1 Indenture and Notes Solely Corporate Obligations.
No recourse for the payment of the principal


                                       99
<PAGE>   109

of or premium, if any, or interest on any Note, or for any claim based thereon
or otherwise in respect thereof, and no recourse under or upon any obligation,
covenant or agreement of the Company in this Indenture or in any supplemental
indenture or in any Note, or because of the creation of any indebtedness
represented thereby, shall be had against any incorporator, stockholder,
employee, agent, officer, director or subsidiary, as such, past, present or
future, of the Company or of any successor corporation, either directly or
through the Company or any successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly understood that all such liability is
hereby expressly waived and released as a condition of, and as a consideration
for, the execution of this Indenture and the issue of the Notes.

                                 ARTICLE FIFTEEN

                               CONVERSION OF NOTES

                  Section 15.1 Right to Convert. Subject to and upon compliance
with the provisions of this Indenture, including, without limitation, Article
Four, the holder of any Note shall have the right, at its option, at any time
after the original issuance of the Notes hereunder through the close of business
on the final maturity date of the Notes (except that, with respect to any Note
or portion of a Note that shall be called for redemption, such right shall
terminate, except as provided in Section 15.2, Section 3.2 or Section 3.4, at
the close of business on the Business Day next preceding the date fixed for
redemption of such Note or portion of a Note unless the Company shall default in
payment due upon redemption thereof) to convert the principal amount of any such
Note, or any portion of such principal amount which is $1,000 or an integral
multiple thereof, into that number of fully paid and non-assessable shares of
Common Stock (as such shares shall then be constituted) obtained by dividing the
principal amount of the Note or portion thereof surrendered for conversion by
the Conversion Price in effect at such time, by surrender of the Note so to be
converted in whole or in part in the


                                      100
<PAGE>   110

manner provided, together with any required funds, in Section 15.2. A Note in
respect of which a holder is exercising its option to require redemption upon a
Fundamental Change pursuant to Section 3.5 may be converted only if such holder
withdraws its election to exercise in accordance with Section 3.5. A holder of
Notes is not entitled to any rights of a holder of Common Stock until such
holder has converted his Notes to Common Stock, and only to the extent such
Notes are deemed to have been converted to Common Stock under this Article
Fifteen.

                  Section 15.2 Exercise of Conversion Privilege; Issuance of
Common Stock on Conversion; No Adjustment for Interest or Dividends. In order to
exercise the conversion privilege with respect to any Note in certificated form,
the holder of any such Note to be converted in whole or in part shall surrender
such Note, duly endorsed, at an office or agency maintained by the Company
pursuant to Section 5.2, accompanied by the funds, if any, required by the
penultimate paragraph of this Section 15.2, and shall give written notice of
conversion in the form provided on the Notes (or such other notice which is
acceptable to the Company) to the office or agency that the holder elects to
convert such Note or the portion thereof specified in said notice. Such notice
shall also state the name or names (with address or addresses) in which the
certificate or certificates for shares of Common Stock which shall be issuable
on such conversion shall be issued, and shall be accompanied by transfer taxes,
if required pursuant to Section 15.7. Each such Note surrendered for conversion
shall, unless the shares issuable on conversion are to be issued in the same
name as the registration of such Note, be duly endorsed by, or be accompanied by
instruments of transfer in form satisfactory to the Company duly executed by,
the holder or his duly authorized attorney.

                  In order to exercise the conversion privilege with respect to
any interest in a Note in global form, the beneficial holder must complete, or
cause to be completed, the appropriate instruction form for conversion pursuant
to the Depository's book-entry conversion program, deliver, or cause to be
delivered, by book-entry delivery an interest in


                                      101
<PAGE>   111

such Note in global form, furnish appropriate endorsements and transfer
documents if required by the Company or the Trustee or conversion agent, and pay
the funds, if any, required by this Section 15.2 and any transfer taxes if
required pursuant to Section 15.7.

                  As promptly as practicable after satisfaction of the
requirements for conversion set forth above, subject to compliance with any
restrictions on transfer if shares issuable on conversion are to be issued in a
name other than that of the Noteholder (as if such transfer were a transfer of
the Note or Notes (or portion thereof) so converted), the Company shall issue
and shall deliver to such Noteholder at the office or agency maintained by the
Company for such purpose pursuant to Section 5.2, a certificate or certificates
for the number of full shares of Common Stock issuable upon the conversion of
such Note or portion thereof as determined by the Company in accordance with the
provisions of this Article Fifteen and a check or cash in respect of any
fractional interest in respect of a share of Common Stock arising upon such
conversion, calculated by the Company as provided in Section 15.3. In case any
Note of a denomination greater than $1,000 shall be surrendered for partial
conversion, and subject to Section 2.3, the Company shall execute and the
Trustee shall authenticate and deliver to the holder of the Note so surrendered,
without charge to him, a new Note or Notes in authorized denominations in an
aggregate principal amount equal to the unconverted portion of the surrendered
Note.

                  Each conversion shall be deemed to have been effected as to
any such Note (or portion thereof) on the date on which the requirements set
forth above in this Section 15.2 have been satisfied as to such Note (or portion
thereof), and the Person in whose name any certificate or certificates for
shares of Common Stock shall be issuable upon such conversion shall be deemed to
have become on said date the holder of record of the shares represented thereby;
provided, however, that any such surrender on any date when the stock transfer
books of the Company shall be closed shall constitute the Person in whose name
the certificates are to be issued as the record holder thereof for all


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<PAGE>   112

purposes on the next succeeding day on which such stock transfer books are open,
but such conversion shall be at the Conversion Price in effect on the date upon
which such Note shall be surrendered.

                  No adjustment in respect of interest on any Note converted or
dividends on any shares issued upon conversion of such Note will be made upon
any conversion except as set forth in the next sentence. If this Note (or
portion hereof) is surrendered for conversion during the period from the close
of business on any record date for the payment of interest to the close of
business on the Business Day preceding the following interest payment date and
either (x) has not been called for redemption on a redemption date that occurs
during such period or (y) is not to be redeemed in connection with a Fundamental
Change on a Repurchase Date that occurs during such period, this Note (or
portion hereof being converted) must be accompanied by an amount, in New York
Clearing House funds or other funds acceptable to the Company, equal to the
interest payable on such interest payment date on the principal amount being
converted; provided, however, that no such payment shall be required if there
shall exist at the time of conversion a default in the payment of interest on
the Notes.

                  Upon the conversion of an interest in a Note in global form,
the Trustee (or other conversion agent appointed by the Company), or the
Custodian at the direction of the Trustee (or other conversion agent appointed
by the Company), shall make a notation on such Note in global form as to the
reduction in the principal amount represented thereby. The Company shall notify
the Trustee in writing of any conversions of Notes effected through any
conversion agent other than the Trustee.

                  Section 15.3 Cash Payments in Lieu of Fractional Shares. No
fractional shares of Common Stock or scrip representing fractional shares shall
be issued upon conversion of Notes. If more than one Note shall be surrendered
for conversion at one time by the same holder, the number of full shares that
shall be issuable upon conversion shall be computed on the basis of the
aggregate


                                      103
<PAGE>   113

principal amount of the Notes (or specified portions thereof to the extent
permitted thereby) so surrendered. If any fractional share of stock would be
issuable upon the conversion of any Note or Notes, the Company shall make an
adjustment and payment therefor in cash at the current market price thereof to
the holder of Notes. The current market price of a share of Common Stock shall
be the Closing Price on the last Business Day immediately preceding the day on
which the Notes (or specified portions thereof) are deemed to have been
converted.

                  Section 15.4 Conversion Price. The conversion price shall be
as specified in the form of Note (herein called the "Conversion Price") attached
as Exhibit A hereto, subject to adjustment as provided in this Article Fifteen.

                  Section 15.5 Adjustment of Conversion Price. The Conversion
Price shall be adjusted from time to time by the Company as follows:

                  (a) In case the Company shall hereafter pay a dividend or make
         a distribution to all holders of the outstanding Common Stock in shares
         of Common Stock, the Conversion Price shall be reduced so that the same
         shall equal the price determined by multiplying the Conversion Price in
         effect at the opening of business on the date following the date fixed
         for the determination of stockholders entitled to receive such dividend
         or other distribution by a fraction, the numerator of which shall be
         the number of shares of the Common Stock outstanding at the close of
         business on the date fixed for such determination, and the denominator
         of which shall be the sum of such number of shares and the total number
         of shares constituting such dividend or other distribution, such
         reduction to become effective immediately after the opening of business
         on the day following the date fixed for such determination. For the
         purpose of this paragraph (a), the number of shares of Common


                                      104
<PAGE>   114

         Stock at any time outstanding shall not include shares held in the
         treasury of the Company. The Company will not pay any dividend or make
         any distribution on shares of Common Stock held in the treasury of the
         Company. If any dividend or distribution of the type described in this
         Section 15.5(a) is declared but not so paid or made, the Conversion
         Price shall again be adjusted to the Conversion Price that would then
         be in effect if such dividend or distribution had not been declared.

                  (b) In case the Company shall issue rights or warrants to all
         holders of its outstanding shares of Common Stock entitling them (for a
         period expiring within forty-five (45) days after the date fixed for
         determination of stockholders entitled to receive such rights or
         warrants) to subscribe for or purchase shares of Common Stock at a
         price per share less than the Current Market Price (as defined below)
         on the date fixed for determination of stockholders entitled to receive
         such rights or warrants, the Conversion Price shall be adjusted so that
         the same shall equal the price determined by multiplying the Conversion
         Price in effect immediately prior to the date fixed for determination
         of stockholders entitled to receive such rights or warrants by a
         fraction, the numerator of which shall be the number of shares of
         Common Stock outstanding at the close of business on the date fixed for
         determination of stockholders entitled to receive such rights or
         warrants plus the number of shares that the aggregate offering price of
         the total number of shares so offered would purchase at such Current
         Market Price, and the denominator of which shall be the number of
         shares of Common Stock outstanding on the date fixed for determination
         of stockholders entitled to receive such rights or warrants plus the
         total number of additional shares of Common Stock offered for
         subscription or purchase. Such adjustment shall be successively made
         whenever any such rights or warrants are issued, and shall become
         effective immediately after the opening of business on the day
         following the date fixed for determination of stockholders entitled to
         receive such rights or warrants. To the extent that shares of Common
         Stock are not delivered after the expiration of such rights or
         warrants, the Conversion Price shall be readjusted to the Conversion
         Price that


                                      105
<PAGE>   115

         would then be in effect had the adjustments made upon the issuance of
         such rights or warrants been made on the basis of delivery of only the
         number of shares of Common Stock actually delivered. In the event that
         such rights or warrants are not so issued, the Conversion Price shall
         again be adjusted to be the Conversion Price that would then be in
         effect if such date fixed for the determination of stockholders
         entitled to receive such rights or warrants had not been fixed. In
         determining whether any rights or warrants entitle the holders to
         subscribe for or purchase shares of Common Stock at less than such
         Current Market Price, and in determining the aggregate offering price
         of such shares of Common Stock, there shall be taken into account any
         consideration received by the Company for such rights or warrants and
         any amount payable on exercise or conversion thereof, the value of such
         consideration, if other than cash, to be determined by the Board of
         Directors.

                  (c) In case outstanding shares of Common Stock shall be
         subdivided into a greater number of shares of Common Stock, the
         Conversion Price in effect at the opening of business on the day
         following the day upon which such subdivision becomes effective shall
         be proportionately reduced, and conversely, in case outstanding shares
         of Common Stock shall be combined into a smaller number of shares of
         Common Stock, the Conversion Price in effect at the opening of business
         on the day following the day upon which such combination becomes
         effective shall be proportionately increased, such reduction or
         increase, as the case may be, to become effective immediately after the
         opening of business on the day following the day upon which such
         subdivision or combination becomes effective.

                  (d) In case the Company shall, by dividend or otherwise,
         distribute to all holders of its Common Stock shares of any class of
         capital stock of the Company (other than any dividends or distributions
         to which Section 15.5(a) applies) or evidences of its indebtedness or
         assets (including securities, but


                                      106
<PAGE>   116

         excluding any rights or warrants referred to in Section 15.5(b), and
         excluding any dividend or distribution (x) paid exclusively in cash or
         (y) referred to in Section 15.5(a) (any of the foregoing hereinafter in
         this Section 15.5(d) called the "Securities")), then, in each such case
         (unless the Company elects to reserve such Securities for distribution
         to the Noteholders upon the conversion of the Notes so that any such
         holder converting Notes will receive upon such conversion, in addition
         to the shares of Common Stock to which such holder is entitled, the
         amount and kind of such Securities which such holder would have
         received if such holder had converted its Notes into Common Stock
         immediately prior to the Record Date (as defined in Section 15.5(h)(4)
         for such distribution of the Securities)), the Conversion Price shall
         be reduced so that the same shall be equal to the price determined by
         multiplying the Conversion Price in effect on the Record Date with
         respect to such distribution by a fraction, the numerator of which
         shall be the Current Market Price per share of the Common Stock on such
         Record Date less the fair market value (as determined by the Board of
         Directors, whose determination shall be conclusive, and described in a
         resolution of the Board of Directors) on the Record Date of the portion
         of the Securities so distributed applicable to one share of Common
         Stock and the denominator of which shall be the Current Market Price
         per share of the Common Stock, such reduction to become effective
         immediately prior to the opening of business on the day following such
         Record Date; provided, however, that in the event the then fair market
         value (as so determined) of the portion of the Securities so
         distributed applicable to one share of Common Stock is equal to or
         greater than the Current Market Price of the Common Stock on the Record
         Date, in lieu of the foregoing adjustment, adequate provision shall be
         made so that each Noteholder shall have the right to receive upon
         conversion the amount of Securities such holder would have received had
         such holder converted each Note on the Record Date. In the event that
         such dividend or distribution is not so paid or made, the Conversion


                                      107
<PAGE>   117

         Price shall again be adjusted to be the Conversion Price that would
         then be in effect if such dividend or distribution had not been
         declared. If the Board of Directors determines the fair market value of
         any distribution for purposes of this Section 15.5(d) by reference to
         the actual or when issued trading market for any securities, it must in
         doing so consider the prices in such market over the same period used
         in computing the Current Market Price of the Common Stock.

                  Rights or warrants distributed by the Company to all holders
         of Common Stock entitling the holders thereof to subscribe for or
         purchase shares of the Company's capital stock (either initially or
         under certain circumstances), which rights or warrants, until the
         occurrence of a specified event or events ("Trigger Event"): (i) are
         deemed to be transferred with such shares of Common Stock; (ii) are not
         exercisable; and (iii) are also issued in respect of future issuances
         of Common Stock, shall be deemed not to have been distributed for
         purposes of this Section 15.5 (and no adjustment to the Conversion
         Price under this Section 15.5 will be required) until the occurrence of
         the earliest Trigger Event, whereupon such rights and warrants shall be
         deemed to have been distributed and an appropriate adjustment (if any
         is required) to the Conversion Price shall be made under this Section
         15.5(d). If any such right or warrant, including any such existing
         rights or warrants distributed prior to the date of this Indenture, are
         subject to events, upon the occurrence of which such rights or warrants
         become exercisable to purchase different securities, evidences of
         indebtedness or other assets, then the date of the occurrence of any
         and each such event shall be deemed to be the date of distribution and
         record date with respect to new rights or warrants with such rights
         (and a termination or expiration of the existing rights or warrants
         without exercise by any of the holders thereof). In addition, in the
         event of any distribution (or deemed distribution) of rights or
         warrants, or any Trigger Event or other event (of the type described in
         the preceding sentence) with respect


                                      108
<PAGE>   118

         thereto that was counted for purposes of calculating a distribution
         amount for which an adjustment to the Conversion Price under this
         Section 15.5 was made, (1) in the case of any such rights or warrants
         that shall all have been redeemed or repurchased without exercise by
         any holders thereof, the Conversion Price shall be readjusted upon such
         final redemption or repurchase to give effect to such distribution or
         Trigger Event, as the case may be, as though it were a cash
         distribution, equal to the per share redemption or repurchase price
         received by a holder or holders of Common Stock with respect to such
         rights or warrants (assuming such holder had retained such rights or
         warrants), made to all holders of Common Stock as of the date of such
         redemption or repurchase, and (2) in the case of such rights or
         warrants that shall have expired or been terminated without exercise by
         any holders thereof, the Conversion Price shall be readjusted as if
         such rights and warrants had not been issued.

                  No adjustment of the Conversion Price shall be made pursuant
         to this Section 15.5(d) in respect of rights or warrants distributed or
         deemed distributed on any Trigger Event to the extent that such rights
         or warrants are actually distributed, or reserved by the Company for
         distribution to holders of Notes upon conversion by such holders of
         Notes to Common Stock.

                  For purposes of this Section 15.5(d) and Sections 15.5(a) and
         (b), any dividend or distribution to which this Section 15.5(d) is
         applicable that also includes shares of Common Stock, or rights or
         warrants to subscribe for or purchase shares of Common Stock (or both),
         shall be deemed instead to be (1) a dividend or distribution of the
         evidences of indebtedness, assets or shares of capital stock other than
         such shares of Common Stock or rights or warrants (and any Conversion
         Price reduction required by this Section 15.5(d) with respect to such
         dividend or distribution shall then be made) immediately followed by
         (2) a dividend or distribution of such shares of Common Stock or such
         rights or warrants (and any further Conversion Price


                                      109
<PAGE>   119

         reduction required by Sections 15.5(a) and (b) with respect to such
         dividend or distribution shall then be made), except (A) the Record
         Date of such dividend or distribution shall be substituted as "the date
         fixed for the determination of stockholders entitled to receive such
         dividend or other distribution", "the date fixed for the determination
         of stockholders entitled to receive such rights or warrants" and "the
         date fixed for such determination" within the meaning of Sections
         15.5(a) and (b), and (B) any shares of Common Stock included in such
         dividend or distribution shall not be deemed "outstanding at the close
         of business on the date fixed for such determination" within the
         meaning of Section 15.5(a).

                  (e) In case the Company shall, by dividend or otherwise,
         distribute to all holders of its Common Stock cash (excluding (x) any
         quarterly cash dividend on the Common Stock to the extent the aggregate
         cash dividend per share of Common Stock in any fiscal quarter does not
         exceed the greater of (A) the amount per share of Common Stock of the
         next preceding quarterly cash dividend on the Common Stock to the
         extent that such preceding quarterly dividend did not require any
         adjustment of the Conversion Price pursuant to this Section 15.5(e) (as
         adjusted to reflect subdivisions, or combinations of the Common Stock),
         and (B) 3.75% of the arithmetic average of the Closing Price
         (determined as set forth in Section 15.5(h)) during the ten Trading
         Days (as defined in Section 15.5(h)) immediately prior to the date of
         declaration of such dividend, and (y) any dividend or distribution in
         connection with the liquidation, dissolution or winding up of the
         Company, whether voluntary or involuntary), then, in such case, the
         Conversion Price shall be reduced so that the same shall equal the
         price determined by multiplying the Conversion Price in effect
         immediately prior to the close of business on such record date by a
         fraction, the numerator of which shall be the Current Market Price of
         the Common Stock on the record date less the amount of cash so
         distributed (and not excluded as provided above)


                                      110
<PAGE>   120

         applicable to one share of Common Stock, and the denominator of which
         shall be such Current Market Price of the Common Stock, such reduction
         to be effective immediately prior to the opening of business on the day
         following the record date; provided, however, that in the event the
         portion of the cash so distributed applicable to one share of Common
         Stock is equal to or greater than the Current Market Price of the
         Common Stock on the record date, in lieu of the foregoing adjustment,
         adequate provision shall be made so that each Noteholder shall have the
         right to receive upon conversion the amount of cash such holder would
         have received had such holder converted each Note on the record date.
         In the event that such dividend or distribution is not so paid or made,
         the Conversion Price shall again be adjusted to be the Conversion Price
         that would then be in effect if such dividend or distribution had not
         been declared. If any adjustment is required to be made as set forth in
         this Section 15.5(e) as a result of a distribution that is a quarterly
         dividend, such adjustment shall be based upon the amount by which such
         distribution exceeds the amount of the quarterly cash dividend
         permitted to be excluded pursuant hereto. If an adjustment is required
         to be made as set forth in this Section 15.5(e) above as a result of a
         distribution that is not a quarterly dividend, such adjustment shall be
         based upon the full amount of the distribution.

                  (f) In case a tender or exchange offer made by the Company or
         any Subsidiary for all or any portion of the Common Stock shall expire
         and such tender or exchange offer (as amended upon the expiration
         thereof) shall require the payment to stockholders of consideration per
         share of Common Stock having a fair market value (as determined by the
         Board of Directors, whose determination shall be conclusive and
         described in a resolution of the Board of Directors) that as of the
         last time (the "Expiration Time") tenders or exchanges may be made
         pursuant to such tender or exchange offer (as it may be amended)
         exceeds the Current Market Price of the Common Stock on the Trading


                                      111
<PAGE>   121

         Day next succeeding the Expiration Time, 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
         Expiration Time by a fraction the numerator of which shall be the
         number of shares of Common Stock outstanding (including any tendered or
         exchanged shares) at the Expiration Time multiplied by the Current
         Market Price of the Common Stock on the Trading Day next succeeding the
         Expiration Time and the denominator of which shall be the sum of (x)
         the fair market value (determined as aforesaid) of the aggregate
         consideration payable to stockholders based on the acceptance (up to
         any maximum specified in the terms of the tender or exchange offer) of
         all shares validly tendered or exchanged 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) at the Expiration Time and the Current Market Price of the
         Common Stock on the Trading Day next succeeding the Expiration Time,
         such reduction to become effective immediately prior to the opening of
         business on the Trading Day following the Expiration Time. In the event
         that the Company is obligated to purchase shares pursuant to any such
         tender or exchange offer, but the Company is permanently prevented by
         applicable law from effecting any such purchases or all such purchases
         are rescinded, the Conversion Price shall again be adjusted to be the
         Conversion Price that would then be in effect if such tender or
         exchange offer had not been made.

                  (g) In case of a tender or exchange offer made by a Person
         other than the Company or any Subsidiary for an amount that increases
         the offeror's ownership of Common Stock to more than twenty-five
         percent (25%) of the Common Stock outstanding and shall involve the
         payment by such Person of consideration per share of Common Stock
         having a fair market value (as determined by the Board of Directors,
         whose determination shall be conclusive, and described in a resolution
         of the Board


                                      112
<PAGE>   122

         of Directors) that as of the last time (the "Offer Expiration Time")
         tenders or exchanges may be made pursuant to such tender or exchange
         offer (as it shall have been amended) that exceeds the Current Market
         Price of the Common Stock on the Trading Day next succeeding the Offer
         Expiration Time, and in which, as of the Offer Expiration Time the
         Board of Directors is not recommending rejection of the offer, 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 Offer Expiration Time by a fraction the
         numerator of which shall be the number of shares of Common Stock
         outstanding (including any tendered or exchanged shares) at the Offer
         Expiration Time multiplied by the Current Market Price of the Common
         Stock on the Trading Day next succeeding the Offer Expiration Time and
         the denominator of which shall be the sum of (x) the fair market value
         (determined as aforesaid) of the aggregate consideration payable to
         stockholders based on the acceptance (up to any maximum specified in
         the terms of the tender or exchange offer) of all shares validly
         tendered or exchanged and not withdrawn as of the Offer Expiration Time
         (the shares deemed so accepted, up to any such maximum, being referred
         to as the "Accepted Purchased Shares") and (y) the product of the
         number of shares of Common Stock outstanding (less any Accepted
         Purchased Shares) at the Offer Expiration Time and the Current Market
         Price of the Common Stock on the Trading Day next succeeding the Offer
         Expiration Time, such reduction to become effective immediately prior
         to the opening of business on the Trading Day following the Offer
         Expiration Time. In the event that such Person is obligated to purchase
         shares pursuant to any such tender or exchange offer, but such Person
         is permanently prevented by applicable law from effecting any such
         purchases or all such purchases are rescinded, the Conversion Price
         shall again be adjusted to be the Conversion Price that would then be
         in effect if such tender or exchange offer had not been made.
         Notwithstanding the foregoing, the adjustment described in this Section
         15.5(g) shall not be made if, as of the


                                      113
<PAGE>   123

         Offer Expiration Time, the offering documents with respect to such
         offer disclose a plan or intention to cause the Company to engage in
         any transaction described in Article Twelve.

                  (h) For purposes of this Section 15.5, the following terms
shall have the meaning indicated:

                           (1) "Closing Price" with respect to any security on
                  any day shall mean the closing sale price, regular way, on
                  such day or, in case no such sale takes place on such day, the
                  average of the reported closing bid and asked prices, regular
                  way, in each case as quoted on the Nasdaq National Market or,
                  if such security is not quoted or listed or admitted to
                  trading on such Nasdaq National Market, on the principal
                  national securities exchange or quotation system on which such
                  security is quoted or listed or admitted to trading or, if not
                  quoted or listed or admitted to trading on any national
                  securities exchange or quotation system, the average of the
                  closing bid and asked prices of such security on the
                  over-the-counter market on the day in question as reported by
                  the National Quotation Bureau Incorporated, or a similar
                  generally accepted reporting service, or if not so available,
                  in such manner as furnished by any New York Stock Exchange
                  member firm selected from time to time by the Board of
                  Directors for that purpose, or a price determined in good
                  faith by the Board of Directors or, to the extent permitted by
                  applicable law, a duly authorized committee thereof, whose
                  determination shall be conclusive.

                           (2) "Current Market Price" shall mean the average of
                  the daily Closing Prices per share of Common Stock for the ten
                  consecutive Trading Days immediately prior to the date in
                  question except as hereinafter provided for purposes of any
                  computation under Section 15.5(f) or (g); provided, however,
                  that (1) if the "ex" date (as


                                      114
<PAGE>   124

                  hereinafter defined) for any event (other than the issuance or
                  distribution requiring such computation and other than the
                  tender or exchange offer requiring such computation under
                  Section 15.5(f) or (g)) that requires an adjustment to the
                  Conversion Price pursuant to Section 15.5(a), (b), (c), (d),
                  (e), (f) or (g) occurs during such ten consecutive Trading
                  Days, the Closing Price for each Trading Day prior to the "ex"
                  date for such other event shall be adjusted by multiplying
                  such Closing Price by the same fraction by which the
                  Conversion Price is so required to be adjusted as a result of
                  such other event, (2) if the "ex" date for any event (other
                  than the issuance or distribution requiring such computation
                  and other than the tender or exchange offer requiring such
                  computation under Section 15.5(f) or (g)) that requires an
                  adjustment to the Conversion Price pursuant to Section
                  15.5(a), (b), (c), (d), (e), (f) or (g) occurs on or after the
                  "ex" date for the issuance or distribution requiring such
                  computation and prior to the day in question, the Closing
                  Price for each Trading Day on and after the "ex" date for such
                  other event shall be adjusted by multiplying such Closing
                  Price by the reciprocal of the fraction by which the
                  Conversion Price is so required to be adjusted as a result of
                  such other event, and (3) if the "ex" date for the issuance or
                  distribution requiring such computation is prior to the day in
                  question, after taking into account any adjustment required
                  pursuant to clause (1) or (2) of this proviso, the Closing
                  Price for each Trading Day on or after such "ex" date shall be
                  adjusted by adding thereto the amount of any cash and the fair
                  market value (as determined by the Board of Directors or, to
                  the extent permitted by applicable law, a duly authorized
                  committee thereof in a manner consistent with any
                  determination of such value for purposes of Section 15.5(d),
                  (f) or (g), whose determination shall be conclusive and
                  described in a resolution of the Board of Directors or such


                                      115
<PAGE>   125

                  duly authorized committee thereof, as the case may be) of the
                  evidences of indebtedness, shares of capital stock or assets
                  being distributed applicable to one share of Common Stock as
                  of the close of business on the day before such "ex" date. For
                  purposes of any computation under Section 15.5(f) or (g), the
                  "Current Market Price" of the Common Stock on any date shall
                  be deemed to be the average of the daily Closing Prices per
                  share of Common Stock for such day and the next two succeeding
                  Trading Days; provided, however, that if the "ex" date for any
                  event (other than the tender or exchange offer requiring such
                  computation under Section 15.5(f) or (g)) that requires an
                  adjustment to the Conversion Price pursuant to Section
                  15.5(a), (b), (c), (d), (e), (f) or (g) occurs on or after the
                  Expiration Time or Offer Expiration Time, as the case may be,
                  for the tender or exchange offer requiring such computation
                  and prior to the day in question, the Closing Price for each
                  Trading Day on and after the "ex" date for such other event
                  shall be adjusted as provided in clauses (1), (2) and (3) of
                  the proviso contained in the first sentence of this Section
                  15.5(h)(2). For purpose of this paragraph, the term "ex" date,
                  (1) when used with respect to any issuance or distribution,
                  means the first date on which the Common Stock trades, regular
                  way, on the relevant exchange or in the relevant market from
                  which the Closing Price was obtained without the right to
                  receive such issuance or distribution, (2) when used with
                  respect to any subdivision or combination of shares of Common
                  Stock, means the first date on which the Common Stock trades,
                  regular way, on such exchange or in such market after the time
                  at which such subdivision or combination becomes effective,
                  and (3) when used with respect to any tender or exchange offer
                  means the first date on which the Common Stock trades, regular
                  way, on such exchange or in such market after the


                                      116
<PAGE>   126

                  Expiration Time or the Offer Expiration Time of such offer.

                           (3) "fair market value" shall mean the amount which a
                  willing buyer would pay a willing seller in an arm's-length
                  transaction.

                           (4) "Record Date" shall mean, with respect to any
                  dividend, distribution or other transaction or event in which
                  the holders of Common Stock have the right to receive any
                  cash, securities or other property or in which the Common
                  Stock (or other applicable security) is exchanged for or
                  converted into any combination of cash, securities or other
                  property, the date fixed for determination of stockholders
                  entitled to receive such cash, securities or other property
                  (whether such date is fixed by the Board of Directors or by
                  statute, contract or otherwise).

                           (5) "Trading Day" shall mean (x) if the applicable
                  security is quoted on the Nasdaq National Market, a day on
                  which trades may be made thereon or (y) if the applicable
                  security is listed or admitted for trading on the New York
                  Stock Exchange or another national securities exchange, a day
                  on which the New York Stock Exchange or another national
                  securities exchange is open for business or (z) if the
                  applicable security is not so listed, admitted for trading or
                  quoted, any day other than a Saturday or Sunday or a day on
                  which banking institutions in the State of New York are
                  authorized or obligated by law or executive order to close.

                  (i) The Company may make such reductions in the Conversion
         Price, in addition to those required by Sections 15.5(a), (b), (c),
         (d), (e), (f) or (g) as the Board of Directors considers to be
         advisable to avoid or diminish any income tax to holders of Common
         Stock or rights to purchase Common Stock resulting from any dividend or
         distribution of stock (or rights to acquire


                                      117
<PAGE>   127

         stock) or from any event treated as such for income tax purposes.

                  To the extent permitted by applicable law, the Company from
         time to time may reduce the Conversion Price by any amount for any
         period of time if the period is at least twenty (20) days, the
         reduction is irrevocable during the period and the Board of Directors
         shall have made a determination that such reduction would be in the
         best interests of the Company, which determination shall be conclusive.
         Whenever the Conversion Price is reduced pursuant to the preceding
         sentence, the Company shall mail to holders of record of the Notes a
         notice of the reduction at least fifteen (15) days prior to the date
         the reduced Conversion Price takes effect, and such notice shall state
         the reduced Conversion Price and the period during which it will be in
         effect.

                  (j) No adjustment in the Conversion Price shall be required
         unless such adjustment would require an increase or decrease of at
         least one percent (1%) in such price; provided, however, that any
         adjustments that by reason of this Section 15.5(j) are not required to
         be made shall be carried forward and taken into account in any
         subsequent adjustment. All calculations under this Article Fifteen
         shall be made by the Company and shall be made to the nearest cent or
         to the nearest one-hundredth (1/100) of a share, as the case may be. No
         adjustment need be made for rights to purchase Common Stock pursuant to
         a Company plan for reinvestment of dividends or interest. To the extent
         the Notes become convertible into cash, assets, property or securities
         (other than capital stock of the Company), no adjustment need be made
         thereafter as to the cash, assets, property or such securities.
         Interest will not accrue on the cash.

                  (k) Whenever the Conversion Price is adjusted as herein
         provided, the Company shall promptly file with the Trustee and any
         conversion agent other than the Trustee an Officers' Certificate
         setting forth the


                                      118
<PAGE>   128

         Conversion Price after such adjustment and setting forth a brief
         statement of the facts requiring such adjustment. Unless and until a
         Responsible Officer of the Trustee shall have received such Officers'
         Certificate, the Trustee shall not be deemed to have knowledge of any
         adjustment of the Conversion Price and may assume without inquiry that
         the last Conversion Price of which it has knowledge is still in effect.
         Promptly after delivery of such certificate, the Company shall prepare
         a notice of such adjustment of the Conversion Price setting forth the
         adjusted Conversion Price and the date on which each adjustment becomes
         effective and shall mail such notice of such adjustment of the
         Conversion Price to the holder of each Note at his last address
         appearing on the Note register provided for in Section 2.5 of this
         Indenture, within twenty (20) days after execution thereof. Failure to
         deliver such notice shall not affect the legality or validity of any
         such adjustment.

                  (l) In any case in which this Section 15.5 provides that an
         adjustment shall become effective immediately after (1) a record date
         or Record Date for an event, (2) the date fixed for the determination
         of stockholders entitled to receive a dividend or distribution pursuant
         to Section 15.5(a), (3) a date fixed for the determination of
         stockholders entitled to receive rights or warrants pursuant to Section
         15.5(b), (4) the Expiration Time for any tender or exchange offer
         pursuant to Section 15.5(f), or (5) the Offer Expiration Time for a
         tender or exchange offer pursuant to Section 15.5(g) (each a
         "Determination Date"), the Company may elect to defer until the
         occurrence of the relevant Adjustment Event (as hereinafter defined)
         (x) issuing to the holder of any Note converted after such
         Determination Date and before the occurrence of such Adjustment Event,
         the additional shares of Common Stock or other securities issuable upon
         such conversion by reason of the adjustment required by such Adjustment
         Event over and above the Common Stock issuable upon such conversion
         before giving effect to such adjustment and (y) paying to such holder
         any amount in cash in


                                      119
<PAGE>   129

         lieu of any fraction pursuant to Section 15.3. For purposes of this
         Section 15.5(l), the term "Adjustment Event" shall mean:

                           (a) in any case referred to in clause (1) hereof, the
                  occurrence of such event,

                           (b) in any case referred to in clause (2) hereof, the
                  date any such dividend or distribution is paid or made,

                           (c) in any case referred to in clause (3) hereof, the
                  date of expiration of such rights or warrants, and

                           (d) in any case referred to in clause (4) or clause
                  (5) hereof, the date a sale or exchange of Common Stock
                  pursuant to such tender or exchange offer is consummated and
                  becomes irrevocable.

                  (m) For purposes of this Section 15.5, the number of shares of
         Common Stock at any time outstanding shall not include shares held in
         the treasury of the Company but shall include shares issuable in
         respect of scrip certificates issued in lieu of fractions of shares of
         Common Stock. The Company will not pay any dividend or make any
         distribution on shares of Common Stock held in the treasury of the
         Company.

                  Section 15.6 Effect of Reclassification, Consolidation, Merger
or Sale. If any of the following events occur, namely (i) any reclassification
or change of the outstanding shares of Common Stock (other than a subdivision or
combination to which Section 15.5(c) applies), (ii) any consolidation, merger or
combination of the Company with another Person as a result of which holders of
Common Stock shall be entitled to receive stock, other securities or other
property or assets (including cash) with respect to or in exchange for such
Common Stock, or (iii) any sale or conveyance of all or substantially all of the
properties and assets of the Company to any other Person as a result of which
holders of Common Stock shall be


                                      120
<PAGE>   130

entitled to receive stock, other securities or other property or assets
(including cash) with respect to or in exchange for such Common Stock, then the
Company or the successor or purchasing Person, as the case may be, shall execute
with the Trustee a supplemental indenture (which shall comply with the Trust
Indenture Act as in force at the date of execution of such supplemental
indenture) providing that such Note shall be convertible into the kind and
amount of shares of stock, other securities or other property or assets
(including cash) receivable upon such reclassification, change, consolidation,
merger, combination, sale or conveyance by a holder of a number of shares of
Common Stock issuable upon conversion of such Notes (assuming, for such
purposes, a sufficient number of authorized shares of Common Stock are available
to convert all such Notes) immediately prior to such reclassification, change,
consolidation, merger, combination, sale or conveyance assuming such holder of
Common Stock did not exercise his rights of election, if any, as to the kind or
amount of stock, other securities or other property or assets (including cash)
receivable upon such reclassification, change, consolidation, merger,
combination, sale or conveyance (provided that, if the kind or amount of stock,
other securities or other property or assets (including cash) receivable upon
such reclassification, change, consolidation, merger, combination, sale or
conveyance is not the same for each share of Common Stock in respect of which
such rights of election shall not have been exercised ("non-electing share"),
then for the purposes of this Section 15.6 the kind and amount of stock, other
securities or other property or assets (including cash) receivable upon such
reclassification, change, consolidation, merger, combination, sale or conveyance
for each non-electing share shall be deemed to be the kind and amount so
receivable per share by a plurality of the non-electing shares). Such
supplemental indenture shall provide for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Article
Fifteen.

                  The Company shall cause notice of the execution of such
supplemental indenture to be mailed to each holder of


                                      121
<PAGE>   131

Notes, at its address appearing on the Note register provided for in Section 2.5
of this Indenture, within twenty (20) days after execution thereof. Failure to
deliver such notice shall not affect the legality or validity of such
supplemental indenture.

                  The above provisions of this Section shall similarly apply to
successive reclassifications, changes, consolidations, mergers, combinations,
sales and conveyances.

                  If this Section 15.6 applies to any event or occurrence,
Section 15.5 shall not apply.

                  Section 15.7 Taxes on Shares Issued. The issue of stock
certificates on conversions of Notes shall be made without charge to the
converting Noteholder for any tax in respect of the issue thereof. The Company
shall not, however, be required to pay any tax which may be payable in respect
of any transfer involved in the issue and delivery of stock in any name other
than that of the holder of any Note converted, and the Company shall not be
required to issue or deliver any such stock certificate unless and until the
Person or Persons requesting the issue thereof shall have paid to the Company
the amount of such tax or shall have established to the satisfaction of the
Company that such tax has been paid.

                  Section 15.8 Reservation of Shares; Shares to be Fully Paid;
Compliance with Governmental Requirements; Listing of Common Stock. The Company
shall provide, free from preemptive rights, out of its authorized but unissued
shares or shares held in treasury, sufficient shares of Common Stock to provide
for the conversion of the Notes from time to time as such Notes are presented
for conversion.

                  Before taking any action which would cause an adjustment
reducing the Conversion Price below the then par value, if any, of the shares of
Common Stock issuable upon conversion of the Notes, the Company will take all
corporate action which may, in the opinion of its counsel, be necessary in order
that the Company may validly and legally


                                      122
<PAGE>   132

issue shares of such Common Stock at such adjusted Conversion Price.

                  The Company covenants that all shares of Common Stock which
may be issued upon conversion of Notes will upon issue be fully paid and
non-assessable by the Company and free from all taxes, liens and charges with
respect to the issue thereof.

                  The Company covenants that, if any shares of Common Stock to
be provided for the purpose of conversion of Notes hereunder require
registration with or approval of any governmental authority under any federal or
state law before such shares may be validly issued upon conversion, the Company
will in good faith and as expeditiously as possible, to the extent then
permitted by the rules and interpretations of the Securities and Exchange
Commission (or any successor thereto), endeavor to secure such registration or
approval, as the case may be.

                  The Company further covenants that, if at any time the Common
Stock shall be listed on the Nasdaq National Market or any other national
securities exchange or automated quotation system, the Company will, if
permitted by the rules of such exchange or automated quotation system, list and
keep listed, so long as the Common Stock shall be so listed on such exchange or
automated quotation system, all Common Stock issuable upon conversion of the
Note; provided, however, that, if the rules of such exchange or automated
quotation system permit the Company to defer the listing of such Common Stock
until the first conversion of the Notes into Common Stock in accordance with the
provisions of this Indenture, the Company covenants to list such Common Stock
issuable upon conversion of the Notes in accordance with the requirements of
such exchange or automated quotation system at such time.

                  Section 15.9 Responsibility of Trustee. The Trustee and any
other conversion agent shall not at any time be under any duty or responsibility
to any holder of Notes to determine the Conversion Price or whether any facts
exist which may require any adjustment of the Conversion Price, or


                                      123
<PAGE>   133

with respect to the nature or extent or calculation of any such adjustment when
made, or with respect to the method employed, or herein or in any supplemental
indenture provided to be employed, in making the same. The Trustee and any other
conversion agent shall not be accountable with respect to the validity or value
(or the kind or amount) of any shares of Common Stock, or of any securities or
property, which may at any time be issued or delivered upon the conversion of
any Note; and the Trustee and any other conversion agent make no representations
with respect thereto. Neither the Trustee nor any conversion agent shall be
responsible for any failure of the Company to issue, transfer or deliver any
shares of Common Stock or stock certificates or other securities or property or
cash upon the surrender of any Note for the purpose of conversion or to comply
with any of the duties, responsibilities or covenants of the Company contained
in this Article Fifteen. Without limiting the generality of the foregoing,
neither the Trustee nor any conversion agent shall be under any responsibility
to determine the correctness of any provisions contained in any supplemental
indenture entered into pursuant to Section 15.6 relating either to the kind or
amount of shares of stock or securities or property (including cash) receivable
by Noteholders upon the conversion of their Notes after any event referred to in
such Section 15.6 or to any adjustment to be made with respect thereto, but,
subject to the provisions of Section 8.1, may accept as conclusive evidence of
the correctness of any such provisions, and shall be protected in relying upon,
the Officers' Certificate (which the Company shall be obligated to file with the
Trustee prior to the execution of any such supplemental indenture) with respect
thereto.

                  Section 15.10 Notice to Holders Prior to Certain Actions. In
case:

                  (a) the Company shall declare a dividend (or any other
distribution) on its Common Stock that would require an adjustment in the
Conversion Price pursuant to Section 15.5; or


                                      124
<PAGE>   134

                  (b) the Company shall authorize the granting to the holders of
all or substantially all of its Common Stock of rights or warrants to subscribe
for or purchase any share of any class or any other rights or warrants; or

                  (c) of any reclassification or reorganization of the Common
Stock of the Company (other than a subdivision or combination of its outstanding
Common Stock, or a change in par value, or from par value to no par value, or
from no par value to par value), or of any consolidation or merger to which the
Company is a party and for which approval of any stockholders of the Company is
required, or of the sale or transfer of all or substantially all of the assets
of the Company or any Significant Subsidiary; or

                  (d) of the voluntary or involuntary dissolution, liquidation
or winding up of the Company or any Significant Subsidiary;

the Company shall cause to be filed with the Trustee and to be mailed to each
holder of Notes at his address appearing on the Note register provided for in
Section 2.5 of this Indenture, as promptly as possible but in any event at least
ten (10) days prior to the applicable date hereinafter specified, a notice
stating (x) the date on which a record is to be taken for the purpose of such
dividend, distribution or rights or warrants, or, if a record is not to be
taken, the date as of which the holders of Common Stock of record to be entitled
to such dividend, distribution or rights are to be determined, or (y) the date
on which such reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding up is expected to become effective or occur,
and the date as of which it is expected that holders of Common Stock of record
shall be entitled to exchange their Common Stock for securities or other
property deliverable upon such reclassification, consolidation, merger, sale,
transfer, dissolution, liquidation or winding up. Failure to give such notice,
or any defect therein, shall not affect the legality or validity of such
dividend, distribution, reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding up.


                                      125
<PAGE>   135

                                 ARTICLE SIXTEEN

                            MISCELLANEOUS PROVISIONS

                  Section 16.1 Provisions Binding on Company's Successors. All
the covenants, stipulations, promises and agreements by the Company contained in
this Indenture shall bind its successors and assigns whether so expressed or
not.

                  Section 16.2 Official Acts by Successor Corporation. Any act
or proceeding by any provision of this Indenture authorized or required to be
done or performed by any board, committee or officer of the Company shall and
may be done and performed with like force and effect by the like board,
committee or officer of any Person that shall at the time be the lawful sole
successor of the Company.

                  Section 16.3 Addresses for Notices, Etc. Any notice or demand
which by any provision of this Indenture is required or permitted to be given or
served by the Trustee or by the holders of Notes on the Company shall be deemed
to have been sufficiently given or made, for all purposes, if given or served by
being deposited postage prepaid by registered or certified mail in a post office
letter box addressed (until another address is filed by the Company with the
Trustee) to Conexant Systems, Inc., 4311 Jamboree Road, Newport Beach,
California 92660-3095, Attention: Treasurer. Any notice, direction, request or
demand hereunder to or upon the Trustee shall be deemed to have been
sufficiently given or made, for all purposes, if given or served by being
deposited, postage prepaid, by registered or certified mail in a post office
letter box addressed to the Corporate Trust Office, which office is, at the date
as of which this Indenture is dated, located at 1 Bank One Plaza, Suite
IL1-0126, Chicago, Illinois 60670-0126, Attention: Corporate Trust
Administration (Conexant Systems, Inc. 4% Convertible Subordinated Notes due
2007).

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


                                      126
<PAGE>   136

                  Any notice or communication mailed to a Noteholder shall be
mailed to him by first class mail, postage prepaid, at his address as it appears
on the Note register and shall be sufficiently given to him if so mailed within
the time prescribed.

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

                  Section 16.4 Governing Law. This Indenture and each Note shall
be deemed to be a contract made under the laws of the State of New York, and for
all purposes shall be construed in accordance with the laws of the State of New
York, without regard, to the extent permitted by law, to the conflict of laws
provisions thereof.

                  Section 16.5 Evidence of Compliance with Conditions Precedent;
Certificates to Trustee. Upon any application or demand by the Company to the
Trustee to take any action under any of the provisions of this Indenture, the
Company shall furnish to the Trustee an Officers' Certificate stating that all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with, and an Opinion of Counsel stating that,
in the opinion of such counsel, all such conditions precedent have been complied
with.

                  Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture shall include: (1) a statement that the person
making such certificate or opinion has read such covenant or condition; (2) a
brief statement as to the nature and scope of the examination or investigation
upon which the statement or opinion contained in such certificate or opinion is
based; (3) a statement that, in the opinion of such person, 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


                                      127
<PAGE>   137

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

                  Section 16.6 Legal Holidays. In any case in which the date of
maturity of interest on or principal of the Notes or the date fixed for
redemption of any Note will not be a Business Day, then payment of such interest
on or principal of the Notes need not be made on such date, but may be made on
the next succeeding Business Day with the same force and effect as if made on
the date of maturity or the date fixed for redemption, and no interest shall
accrue for the period from and after such date.

                  Section 16.7 Trust Indenture Act. This Indenture is hereby
made subject to, and shall be governed by, the provisions of the Trust Indenture
Act required to be part of and to govern indentures qualified under the Trust
Indenture Act; provided, however, that, unless otherwise required by law,
notwithstanding the foregoing, this Indenture and the Notes issued hereunder
shall not be subject to the provisions of subsections (a)(1), (a)(2), and (a)(3)
of Section 314 of the Trust Indenture Act as now in effect or as hereafter
amended or modified; provided further that this Section 16.7 shall not require
this Indenture or the Trustee to be qualified under the Trust Indenture Act
prior to the time such qualification is in fact required under the terms of the
Trust Indenture Act, nor shall it constitute any admission or acknowledgment by
any party to the Indenture that any such qualification is required prior to the
time such qualification is in fact required under the terms of the Trust
Indenture Act. If any provision hereof limits, qualifies or conflicts with
another provision hereof which is required to be included in an indenture
qualified under the Trust Indenture Act, such required provision shall control.

                  Section 16.8 No Security Interest Created. Nothing in this
Indenture or in the Notes, expressed or implied, shall be construed to
constitute a security interest under the Uniform Commercial Code or similar
legislation, as now or hereafter enacted and in effect, in


                                      128
<PAGE>   138

any jurisdiction in which property of the Company or its subsidiaries is
located.

                  Section 16.9 Benefits of Indenture. Nothing in this Indenture
or in the Notes, express or implied, shall give to any Person, other than the
parties hereto, any paying agent, any authenticating agent, any Note registrar
and their successors hereunder, the holders of Notes and the holders of Senior
Indebtedness, any benefit or any legal or equitable right, remedy or claim under
this Indenture.

                  Section 16.10 Table of Contents, Headings, Etc. The table of
contents and the titles and headings of the articles and sections of this
Indenture have been inserted for convenience of reference only, are not to be
considered a part hereof, and shall in no way modify or restrict any of the
terms or provisions hereof.

                  Section 16.11 Authenticating Agent. The Trustee may appoint an
authenticating agent that shall be authorized to act on its behalf, and subject
to its direction, in the authentication and delivery of Notes in connection with
the original issuance thereof and transfers and exchanges of Notes hereunder,
including under Sections 2.4, 2.5, 2.6, 2.7, 3.3 and 3.5, as fully to all
intents and purposes as though the authenticating agent had been expressly
authorized by this Indenture and those Sections to authenticate and deliver
Notes. For all purposes of this Indenture, the authentication and delivery of
Notes by the authenticating agent shall be deemed to be authentication and
delivery of such Notes "by the Trustee" and a certificate of authentication
executed on behalf of the Trustee by an authenticating agent shall be deemed to
satisfy any requirement hereunder or in the Notes for the Trustee's certificate
of authentication. Such authenticating agent shall at all times be a Person
eligible to serve as trustee hereunder pursuant to Section 8.9.

                  Any corporation into which any authenticating agent may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, consolidation or conversion to which any
authenticating


                                      129
<PAGE>   139

agent shall be a party, or any corporation succeeding to the corporate trust
business of any authenticating agent, shall be the successor of the
authenticating agent hereunder, if such successor corporation is otherwise
eligible under this Section 16.11, without the execution or filing of any paper
or any further act on the part of the parties hereto or the authenticating agent
or such successor corporation.

                  Any authenticating agent may at any time resign by giving
written notice of resignation to the Trustee and to the Company. The Trustee may
at any time terminate the agency of any authenticating agent by giving written
notice of termination to such authenticating agent and to the Company. Upon
receiving such a notice of resignation or upon such a termination, or in case at
any time any authenticating agent shall cease to be eligible under this Section,
the Trustee shall either promptly appoint a successor authenticating agent or
itself assume the duties and obligations of the former authenticating agent
under this Indenture and, upon such appointment of a successor authenticating
agent, if made, shall give written notice of such appointment of a successor
authenticating agent to the Company and shall mail notice of such appointment of
a successor authenticating agent to all holders of Notes as the names and
addresses of such holders appear on the Note register.

                  The Company agrees to pay to the authenticating agent from
time to time such reasonable compensation for its services as shall be agreed
upon in writing between the Company and the authenticating agent.

                  The provisions of Sections 8.2, 8.3, 8.4, 9.3 and this Section
16.11 shall be applicable to any authenticating agent.

                  Section 16.12 Execution in Counterparts. This Indenture may be
executed in any number of counterparts, each of which shall be an original, but
such counterparts shall together constitute but one and the same instrument.

                  Section 16.13 Severability. In case any provision in this
Indenture or in the Notes shall be


                                      130
<PAGE>   140

invalid, illegal or unenforceable, then (to the extent permitted by law) the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

                  Bank One Trust Company, National Association, hereby accepts
the trusts in this Indenture declared and provided, upon the terms and
conditions herein above set forth.

                  IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed.


                                   CONEXANT SYSTEMS, INC.


                                   By:
                                       -----------------------------------------
                                       Name: Balakrishnan S. Iyer
                                       Title:  Senior Vice President and
                                               Chief Financial Officer


                                   BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION,
                                   as Trustee


                                   By:
                                       -----------------------------------------
                                       Name:
                                       Title:


                                      131
<PAGE>   141

                                    EXHIBIT A

                  For Global Note only: UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET,
NEW YORK, NEW YORK) (THE "DEPOSITARY", WHICH TERM INCLUDES ANY SUCCESSOR
DEPOSITARY FOR THE CERTIFICATES) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREIN IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.

                  THE NOTE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE
UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS
SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1)
REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED
INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES
ACT) ("INSTITUTIONAL ACCREDITED INVESTOR"); (2) AGREES THAT IT WILL NOT, PRIOR
TO EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE NOTE EVIDENCED
HEREBY UNDER RULE 144(K) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION),
RESELL OR OTHERWISE TRANSFER THE NOTE EVIDENCED HEREBY OR THE COMMON STOCK
ISSUABLE UPON CONVERSION OF SUCH NOTE EXCEPT (A) TO CONEXANT SYSTEMS, INC. OR
ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE
WITH RULE 144A UNDER THE SECURITIES ACT, (C) TO AN INSTITUTIONAL ACCREDITED
INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO BANK ONE TRUST COMPANY,
NATIONAL ASSOCIATION, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE), A
SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
RESTRICTIONS ON TRANSFER OF THE NOTE EVIDENCED HEREBY (THE FORM OF WHICH


                                      A-1
<PAGE>   142

LETTER CAN BE OBTAINED FROM SUCH TRUSTEE OR A SUCCESSOR TRUSTEE, AS APPLICABLE),
(D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO A REGISTRATION STATEMENT WHICH
HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE
EFFECTIVE AT THE TIME OF SUCH TRANSFER); (3) PRIOR TO SUCH TRANSFER (OTHER THAN
A TRANSFER PURSUANT TO CLAUSE (2)(E) ABOVE), IT WILL FURNISH TO BANK ONE TRUST
COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS
APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THE
TRUSTEE MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; AND (4) AGREES THAT IT WILL
DELIVER TO EACH PERSON TO WHOM THE NOTE EVIDENCED HEREBY IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF
THE NOTE EVIDENCED HEREBY PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD
APPLICABLE TO SALES OF THE NOTE EVIDENCED HEREBY UNDER RULE 144(K) UNDER THE
SECURITIES ACT (OR ANY SUCCESSOR PROVISION), THE HOLDER MUST CHECK THE
APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH
TRANSFER AND SUBMIT THIS CERTIFICATE TO BANK ONE TRUST COMPANY, NATIONAL
ASSOCIATION, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE). IF THE PROPOSED
TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR OR IS A PURCHASER WHO IS NOT
A U.S. PERSON, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO BANK ONE
TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS
APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS SUCH
TRUSTEE MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND WILL BE REMOVED
UPON THE EARLIER OF THE TRANSFER OF THE NOTE EVIDENCED HEREBY PURSUANT TO CLAUSE
(2)(E) ABOVE OR UPON ANY TRANSFER OF THE NOTE EVIDENCED HEREBY UNDER RULE 144(K)
UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION). AS USED HEREIN, THE TERMS
"UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION
S UNDER THE SECURITIES ACT.


                                      A-2
<PAGE>   143

                             CONEXANT SYSTEMS, INC.

              4% CONVERTIBLE SUBORDINATED NOTE DUE FEBRUARY 1, 2007

                                                      CUSIP: [207142 AD2 (144A)]


No.: __________                                             $___________________

                  Conexant Systems, Inc., a corporation duly organized and
validly existing under the laws of the State of Delaware (herein called the
"Company", which term includes any successor corporation under the Indenture
referred to on the reverse hereof), for value received hereby promises to pay to
_____________________________ or registered assigns, the principal sum of
___________________________________________________________ ($___________) on
February 1, 2007, at the office or agency of the Company maintained for that
purpose in accordance with the terms of the Indenture, in such coin or currency
of the United States of America as at the time of payment shall be legal tender
for the payment of public and private debts, and to pay interest, semi-annually
on February 1 and August 1 of each year, commencing August 1, 2000, on said
principal sum at said office or agency, in like coin or currency, at the rate
per annum of 4%, from February 1 or August 1, as the case may be, next preceding
the date of this Note to which interest has been paid or duly provided for,
unless the date hereof is a date to which interest has been paid or duly
provided for, in which case from the date of this Note, or unless no interest
has been paid or duly provided for on the Notes, in which case from February 2,
2000, until payment of said principal sum has been made or duly provided for.
Notwithstanding the foregoing, if the date hereof is after any January 15 or
July 15, as the case may be, and before the following February 1 or August 1,
this Note shall bear interest from such February 1 or August 1; provided,
however, that if the Company shall default in the payment of interest due on
such February 1 or August 1, then this Note shall bear interest from the next
preceding February 1 or August 1 to which interest has been paid or duly
provided for or, if no interest has been paid or duly provided for on


                                      A-3
<PAGE>   144

such Note, from February 2, 2000. Except as otherwise provided in the Indenture,
the interest payable on the Note pursuant to the Indenture on any February 1 or
August 1 will be paid to the Person entitled thereto as it appears in the Note
register at the close of business on the record date, which shall be the January
15 or July 15 (whether or not a Business Day) next preceding such February 1 or
August 1, as provided in the Indenture; provided, however, that any such
interest not punctually paid or duly provided for shall be payable as provided
in the Indenture. Interest may, at the option of the Company, be paid either (i)
by check mailed to the registered address of such Person (provided that the
holder of Notes with an aggregate principal amount in excess of $5,000,000
shall, at the written election of such holder, be paid by wire transfer of
immediately available funds) or (ii) by transfer to an account maintained by
such Person located in the United States; provided, however, that payments to
the Depositary will be made by wire transfer of immediately available funds to
the account of the Depositary or its nominee.

                  Reference is made to the further provisions of this Note set
forth on the reverse hereof, including, without limitation, provisions
subordinating the payment of principal of and premium, if any, and interest on
the Notes to the prior payment in full of all Senior Indebtedness, as defined in
the Indenture, and provisions giving the holder of this Note the right to
convert this Note into Common Stock of the Company on the terms and subject to
the limitations referred to on the reverse hereof and as more fully specified in
the Indenture. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.

                  This Note shall be deemed to be a contract made under the laws
of the State of New York, and for all purposes shall be construed in accordance
with and governed by the laws of the State of New York, without regard to
principles of conflicts of laws.

                  This Note shall not be valid or become obligatory for any
purpose until the certificate of authentication


                                      A-4
<PAGE>   145

hereon shall have been manually signed by the Trustee or a duly authorized
authenticating agent under the Indenture.

                  IN WITNESS WHEREOF, the Company has caused this Note to be
duly executed under its corporate seal to be affixed or imported hereon.


                                            CONEXANT SYSTEMS, INC.


[Corporate Seal]                             By:
                                                 -------------------------------
                                                 Name:
                                                       -------------------------
                                                 Title:
                                                        ------------------------

                                             Attest:
                                                     ---------------------------
                                                 Name:
                                                       -------------------------
                                                 Title:
                                                        ------------------------
Dated:
       ----------------------------


                                      A-5
<PAGE>   146

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Notes described in the within-named Indenture.


BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee


By:
    -------------------------------------
    Name:
    Title:


By:
    -------------------------------------
          As Authenticating Agent
        (if different from Trustee)


                                      A-6
<PAGE>   147

                             FORM OF REVERSE OF NOTE

                             CONEXANT SYSTEMS, INC.

             4% CONVERTIBLE SUBORDINATED NOTES DUE FEBRUARY 1, 2007


                  This Note is one of a duly authorized issue of Notes of the
Company, designated as its 4% Convertible Subordinated Notes Due February 1,
2007 (herein called the "Notes"), limited to the aggregate principal amount of
$500,000,000 (or $650,000,000 if the purchase right set forth in Section 2 of
the Purchase Agreement dated January 28, 2000 (as amended from time to time by
the parties thereto) by and between the Company and the Initial Purchaser is
exercised in full) all issued or to be issued under and pursuant to an Indenture
dated as of February 1, 2000 (herein called the "Indenture"), between the
Company and Bank One Trust Company, National Association, as trustee (herein
called the "Trustee"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a description of the rights, limitations of
rights, obligations, duties and immunities thereunder of the Trustee, the
Company and the holders of the Notes.

                  In case an Event of Default (as defined in the Indenture)
shall have occurred and be continuing, the principal of, premium, if any, and
accrued interest (including Liquidated Damages (as defined in the Registration
Rights Agreement), if any) on all Notes may be declared by either the Trustee or
the holders of not less than 25% in aggregate principal amount of the Notes then
outstanding, and upon said declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.

                  The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the holders of not less than a majority in
aggregate principal amount of the Notes at the time outstanding, to execute
supplemental indentures adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of any supplemental
indenture or modifying in any manner


                                      A-7
<PAGE>   148

the rights of the holders of the Notes; provided, however, that no such
supplemental indenture shall (i) extend the fixed maturity of any Note, or
reduce the rate or extend the time of payment of interest thereon, or reduce the
principal amount thereof or premium, if any, thereon, or reduce any amount
payable upon redemption thereof, or impair the right of any Noteholder to
institute suit for the payment thereof, or make the principal thereof or
interest or premium, if any, thereon payable in any coin or currency other than
that provided in the Notes, or modify the provisions of the Indenture with
respect to the subordination of the Notes in a manner adverse to the Noteholders
in any material respect, or change the obligation of the Company to redeem any
Note upon the happening of a Fundamental Change (as defined in the Indenture) in
a manner adverse to the holders of the Notes, or impair the right to convert the
Notes into Common Stock subject to the terms set forth in the Indenture,
including Section 15.6 thereof, without the consent of the holder of each Note
so affected or (ii) reduce the aforesaid percentage of Notes, the holders of
which are required to consent to any such supplemental indenture, without the
consent of the holders of all Notes then outstanding. Subject to the provisions
of the Indenture, the holders of a majority in aggregate principal amount of the
Notes at the time outstanding may on behalf of the holders of all of the Notes
waive any past default or Event of Default under the Indenture and its
consequences except a default in the payment of interest (including Liquidated
Damages, if any) or any premium on, or the principal of, any of the Notes, or a
failure by the Company to convert any Notes into Common Stock of the Company, or
a default in the payment of the redemption price pursuant to Article Three of
the Indenture, or a default in respect of a covenant or provisions of the
Indenture which under Article Eleven of the Indenture cannot be modified without
the consent of the holders of each or all Notes then outstanding or affected
thereby. Any such consent or waiver by the holder of this Note (unless revoked
as provided in the Indenture) shall be conclusive and binding upon such holder
and upon all future holders and owners of this Note and any Notes which may be
issued in exchange or substitution hereof, irrespective of whether or


                                      A-8
<PAGE>   149

not any notation thereof is made upon this Note or such other Notes.

                  The indebtedness evidenced by the Notes is, to the extent and
in the manner provided in the Indenture, expressly subordinated and subject in
right of payment to the prior payment in full of all Senior Indebtedness (as
defined in the Indenture) of the Company, whether outstanding at the date of the
Indenture or thereafter incurred, and this Note is issued subject to the
provisions of the Indenture with respect to such subordination. Each holder of
this Note, by accepting the same, agrees to and shall be bound by such
provisions and authorizes the Trustee on its behalf to take such action as may
be necessary or appropriate to effectuate the subordination so provided and
appoints the Trustee his attorney-in-fact for such purpose.

                  No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and any premium and
interest (including Liquidated Damages, if any) on this Note at the place, at
the respective times, at the rate and in the coin or currency herein prescribed.

                  Interest on the Notes shall be computed on the basis of a
360-day year of twelve 30-day months.

                  The Notes are issuable in fully registered form, without
coupons, in denominations of $1,000 principal amount and any integral multiple
of $1,000. At the office or agency of the Company referred to on the face
hereof, and in the manner and subject to the limitations provided in the
Indenture, without payment of any service charge but with payment of a sum
sufficient to cover any tax, assessment or other governmental charge that may be
imposed in connection with any registration or exchange of Notes, Notes may be
exchanged for a like aggregate principal amount of Notes of any other authorized
denominations.

                  The Notes will not be redeemable at the option of the Company
prior to February 6, 2003. At any time on or after February 6, 2003, and prior
to maturity, the Notes may


                                      A-9
<PAGE>   150

be redeemed at the option of the Company, in whole or in part, upon mailing a
notice of such redemption not less than 30 days before the date fixed for
redemption to the holders of Notes at their last registered addresses, all as
provided in the Indenture, at the following optional redemption prices
(expressed as percentages of the principal amount), together in each case with
accrued and unpaid interest (including Liquidated Damages, if any) to, but
excluding, the date fixed for redemption:

Period                                                        Redemption Price
------                                                        ----------------

Beginning on February 6, 2003 and ending on January 31, 2004       102.286%

Beginning on February 1, 2004 and ending on January 31, 2005       101.714%

Beginning on February 1, 2005 and ending on January 31, 2006       101.143%

Beginning on February 1, 2006 and ending on January 31, 2007       100.571%


and 100% on February 1, 2007; provided, however, that if the date fixed for
redemption is on a February 1 or August 1, then the interest payable on such
date shall be paid to the holder of record on the preceding January 15 or July
15, respectively.

                  The Company may not give notice of any redemption of the Notes
if a default in the payment of interest or premium, if any, on the Notes has
occurred and is continuing.

                  The Notes are not subject to redemption through the operation
of any sinking fund.

                  If a Fundamental Change occurs at any time prior to maturity
of the Notes, the Notes will be redeemable on the 30th day after notice thereof
(the "Repurchase Date") at the option of the holder of the Notes at a redemption
price


                                      A-10
<PAGE>   151

equal to 100% of the principal amount thereof, together with accrued interest to
(but excluding) the date of redemption; provided, however, that, if such
Repurchase Date is a February 1 or August 1, the interest payable on such date
shall be paid to the holder of record of the Notes on the preceding January 15
or July 15, respectively. The Notes will be redeemable in multiples of $1,000
principal amount. The Company shall mail to all holders of record of the Notes a
notice of the occurrence of a Fundamental Change and of the redemption right
arising as a result thereof on or before the 10th day after the occurrence of
such Fundamental Change. For a Note to be so redeemed at the option of the
holder, the Company must receive at the office or agency of the Company
maintained for that purpose in accordance with the terms of the Indenture, such
Note with the form entitled "Option to Elect Repayment Upon a Fundamental
Change" on the reverse thereof duly completed, together with such Note, duly
endorsed for transfer, on or before the 30th day after the date of such notice
of a Fundamental Change (or if such 30th day is not a Business Day, the
immediately preceding Business Day).

                  Subject to the provisions of the Indenture, the holder hereof
has the right, at its option, at any time after the original issuance of any
Notes through the close of business on the final maturity date of the Notes, or,
as to all or any portion hereof called for redemption, prior to the close of
business on the Business Day immediately preceding the date fixed for redemption
(unless the Company shall default in payment due upon redemption thereof), to
convert the principal hereof or any portion of such principal which is $1,000 or
an integral multiple thereof into that number of shares of the Company's Common
Stock (as such shares shall be constituted at the date of conversion) obtained
by dividing the principal amount of this Note or portion thereof to be converted
by the Conversion Price of $108.00, as may adjusted from time to time as
provided in the Indenture, upon surrender of this Note, together with a
conversion notice as provided in the Indenture (the form entitled "Conversion
Notice" on the reverse hereof), to the Company at the office or agency of the
Company maintained for that purpose in accordance with the terms of the


                                      A-11
<PAGE>   152

Indenture, or at the option of such holder, the Corporate Trust Office, and,
unless the shares issuable on conversion are to be issued in the same name as
this Note, duly endorsed by, or accompanied by instruments of transfer in form
satisfactory to the Company duly executed by, the holder or by his duly
authorized attorney. No adjustment in respect of interest on any Note converted
or dividends on any shares issued upon conversion of such Note will be made upon
any conversion except as set forth in the next sentence. If this Note (or
portion hereof) is surrendered for conversion during the period from the close
of business on any record date for the payment of interest to the close of
business on the Business Day preceding the following interest payment date and
either (x) has not been called for redemption on a redemption date that occurs
during such period or (y) is not to be redeemed in connection with a Fundamental
Change on a Repurchase Date that occurs during such period, this Note (or
portion hereof being converted) must be accompanied by an amount, in New York
Clearing House funds or other funds acceptable to the Company, equal to the
interest payable on such interest payment date on the principal amount being
converted; provided, however, that no such payment shall be required if there
shall exist at the time of conversion a default in the payment of interest on
the Notes. No fractional shares will be issued upon any conversion, but an
adjustment and payment in cash will be made, as provided in the Indenture, in
respect of any fraction of a share which would otherwise be issuable upon the
surrender of any Note or Notes for conversion. A Note in respect of which a
holder is exercising its right to require redemption upon a Fundamental Change
may be converted only if such holder withdraws its election to exercise such
right in accordance with the terms of the Indenture. Any Notes called for
redemption, unless surrendered for conversion by the holders thereof on or
before the close of business on the Business Day preceding the date fixed for
redemption, may be deemed to be redeemed from the holders of such Notes for an
amount equal to the applicable redemption price, together with accrued but
unpaid interest (including Liquidated Damages, if any) to (but excluding) the
date fixed for redemption, by one or more investment banks or other purchasers
who may agree with


                                      A-12
<PAGE>   153

the Company (i) to purchase such Notes from the holders thereof and convert them
into shares of the Company's Common Stock and (ii) to make payment for such
Notes as aforesaid to the Trustee in trust for the holders.

                  Upon due presentment for registration of transfer of this Note
at the office or agency of the Company maintained for that purpose in accordance
with the terms of the Indenture, a new Note or Notes of authorized denominations
for an equal aggregate principal amount will be issued to the transferee in
exchange thereof; subject to the limitations provided in the Indenture, without
charge except for any tax, assessment or other governmental charge imposed in
connection therewith.

                  The Company, the Trustee, any authenticating agent, any paying
agent, any conversion agent and any Note registrar may deem and treat the
registered holder hereof as the absolute owner of this Note (whether or not this
Note shall be overdue and notwithstanding any notation of ownership or other
writing hereon made by anyone other than the Company or any Note registrar) for
the purpose of receiving payment hereof, or on account hereof, for the
conversion hereof and for all other purposes, and neither the Company nor the
Trustee nor any other authenticating agent nor any paying agent nor other
conversion agent nor any Note registrar shall be affected by any notice to the
contrary. All payments made to or upon the order of such registered holder
shall, to the extent of the sum or sums paid, satisfy and discharge liability
for monies payable on this Note.

                  No recourse for the payment of the principal of or any premium
or interest on this Note, or for any claim based hereon or otherwise in respect
hereof, and no recourse under or upon any obligation, covenant or agreement of
the Company in the Indenture or any supplemental indenture or in any Note, or
because of the creation of any indebtedness represented thereby, shall be had
against any incorporator, stockholder, employee, agent, officer or director or
subsidiary, as such, past, present or future, of the Company or of any successor
corporation, either directly or through


                                      A-13
<PAGE>   154

the Company or any successor corporation, whether by virtue of any constitution,
statute or rule of law or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by acceptance hereof and as part of the
consideration for the issue hereof, expressly waived and released.

                  This Note shall be deemed to be a contract made under the laws
of New York, and for all purposes shall be construed in accordance with the laws
of New York, without regard to principles of conflicts of laws.

                  Terms used in this Note and defined in the Indenture are used
herein as therein defined.


                                      A-14
<PAGE>   155

                                  ABBREVIATIONS



                  The following abbreviations, when used in the inscription of
the face of this Note, shall be construed as though they were written out in
full according to applicable laws or regulations.

TEN COM - as tenants in common

TEN ENT - as tenant by the entireties

JT TEN - as joint tenants with right of
survivorship and not as tenants in common

UNIF GIFT MIN ACT - ____________ Custodian _____________
                       (Cust)                 (Minor)

under Uniform Gifts to Minors Act

_______________________________________________
                   (State)


Additional abbreviations may also be used though not in the above list.


                                      A-15
<PAGE>   156

                                CONVERSION NOTICE


TO:      CONEXANT SYSTEMS, INC.

                  The undersigned registered owner of this Note hereby
irrevocably exercises the option to convert this Note, or the portion thereof
(which is $1,000 or an integral multiple thereof) below designated, into shares
of Common Stock of Conexant Systems, Inc. in accordance with the terms of the
Indenture referred to in this Note, and directs that the shares issuable and
deliverable upon such conversion, together with any check in payment for
fractional shares and any Notes representing any unconverted principal amount
hereof, be issued and delivered to the registered holder hereof unless a
different name has been indicated below. If shares or any portion of this Note
not converted are to be issued in the name of a person other than the
undersigned, the undersigned will provide the appropriate information below and
pay all transfer taxes payable with respect thereto. Any amount required to be
paid by the undersigned on account of interest accompanies this Note.


Dated: ___________________


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


                                      -----------------------------
                                      Signature(s)


                                      Signature(s) must be guaranteed by an
                                      "eligible guarantor institution" meeting
                                      the requirements of the Note registrar,
                                      which requirements include membership or


                                      A-16
<PAGE>   157

                                      participation in the Security Transfer
                                      Agent Medallion Program ("STAMP") or such
                                      other "signature guarantee program" as may
                                      be determined by the Note registrar in
                                      addition to, or in substitution for,
                                      STAMP, all in accordance with the
                                      Securities Exchange Act of 1934, as
                                      amended.


                                      ------------------------------------------
                                      Signature Guarantee


Fill in the registration of shares of Common Stock if to be issued, and Notes if
to be delivered, other than to and in the name of the registered holder:


---------------------------------
(Name)


---------------------------------
(Street Address)


---------------------------------
(City, State and Zip Code)


---------------------------------
Please print name and address

Principal amount to be converted
(if less than all):


$_______________________________

Social Security or Other Taxpayer
Identification Number:


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


                                      A-17
<PAGE>   158

                            OPTION TO ELECT REPAYMENT

                            UPON A FUNDAMENTAL CHANGE


TO: CONEXANT SYSTEMS, INC.


                  The undersigned registered owner of this Note hereby
irrevocably acknowledges receipt of a notice from Conexant Systems, Inc. (the
"Company") as to the occurrence of a Fundamental Change with respect to the
Company and requests and instructs the Company to repay the entire principal
amount of this Note, or the portion thereof (which is $1,000 or an integral
multiple thereof) below designated, in accordance with the terms of the
Indenture referred to in this Note at the price of 100% of such entire principal
amount or portion thereof, together with accrued interest to, but excluding,
such repayment date, to the registered holder hereof.


Dated: ___________________

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


                                      ------------------------------------------
                                                     Signature(s)


                                             NOTICE: The above signatures of the
                                             holder(s) hereof must correspond
                                             with the name as written upon the
                                             face of the Note in every
                                             particular without alteration or
                                             enlargement or any change whatever.

                                             Principal amount to be repaid (if
                                             less than all):


                                             $__________________________________


                                             ___________________________________
                                             Social Security or Other Taxpayer
                                             Identification Number


                                      A-18
<PAGE>   159

                                   ASSIGNMENT


         FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto


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


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


PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE



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


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


--------------------------------------------------------------------------------
                   (Please print or typewrite name and address
                     including postal zip code of assignee)


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

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints

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

Attorney to transfer said Note on the books of the Company, with full power of
substitution in the premises.

                  In connection with any transfer of the Note within the "United
States" or to, or for the account of, "U.S. persons" (in each case as defined in
Regulation S under the Securities Act) and within the period prior to the
expiration of the holding period applicable to sales thereof under Rule 144(k)
under the Securities Act (or any successor provision) (other than any transfer
pursuant to a registration statement that has been declared effective


                                      A-19
<PAGE>   160

under the Securities Act), the undersigned confirms that such Note is being
transferred:

         [ ]      To Conexant Systems, Inc. or a subsidiary thereof; or

         [ ]      Pursuant to and in compliance with Rule 144A under the
                  Securities Act of 1933, as amended; or

         [ ]      To an Institutional Accredited Investor pursuant to and in
                  compliance with the Securities Act of 1933, as amended, in a
                  minimum denomination of $200,000; or

         [ ]      Pursuant to and in compliance with Rule 144 under the
                  Securities Act of 1933, as amended;

and unless the box below is checked, the undersigned confirms that such Note is
not being transferred to an "affiliate" of the Company as defined in Rule 144
under the Securities Act of 1933, as amended (an "Affiliate").

         [ ]      The transferee is an Affiliate of the Company.


Dated:
      -----------------------


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


                                             -----------------------------------
                                             Signature(s)


                                             Signature(s) must be guaranteed by
                                             an "eligible guarantor institution"
                                             meeting the requirements of the
                                             Note registrar, which requirements
                                             include membership or participation
                                             in the Security Transfer Agent
                                             Medallion Program ("STAMP") or such


                                      A-20
<PAGE>   161

                                             other "signature guarantee program"
                                             as may be determined by the Note
                                             registrar in addition to, or in
                                             substitution for, STAMP, all in
                                             accordance with the Securities
                                             Exchange Act of 1934, as amended.


                                             -----------------------------------
                                             Signature Guarantee



NOTICE: The signature of the conversion notice, the option to elect repayment
upon a Fundamental Change or the assignment must correspond with the name as
written upon the face of the Note in every particular without alteration or
enlargement or any change whatever.


                                      A-21
<PAGE>   162

                                    EXHIBIT B

Conexant Systems, Inc.
4311 Jamboree Road
Newport Beach, CA 92660-3095

Bank One Trust Company, National Association, as Trustee
1 Bank One Plaza, Suite IL1-0126
Chicago, IL  60670-0126
Attention: Corporate Trust Administration

Ladies and Gentlemen:

                  In connection with our proposed purchase of 4% Convertible
Subordinated Notes Due February 1, 2007 (the "Notes") of Conexant Systems, Inc.,
a Delaware corporation (the "Company"), we confirm that:

                  (i) we are an "accredited investor" within the meaning of Rule
         501(a)(1), (2) or (3) under the Securities Act of 1933, as amended (the
         "Securities Act"), or an entity in which all of the equity owners are
         accredited investors within the meaning of Rule 501(a)(1), (2) or (3)
         under the Securities Act (an "Institutional Accredited Investor");

                  (ii) (A) any purchase of Notes by us will be for our own
         account or for the account of one or more other Institutional
         Accredited Investors or as fiduciary for the account of one or more
         trusts, each of which is an "accredited investor" within the meaning of
         Rule 501(a)(7) under the Securities Act and for each of which we
         exercise sole investment discretion or (B) we are a "bank," within the
         meaning of Section 3(a)(2) of the Securities Act, or a "savings and
         loan association" or other institution described in Section 3(a)(5)(A)
         of the Securities Act that is acquiring Notes as fiduciary for the
         account of one or more institutions for which we exercise sole
         investment discretion;

                  (iii) in the event that we purchase any Notes, we will acquire
         Notes having a minimum purchase price of


                                      B-1
<PAGE>   163

         not less than $200,000 for our own account or for any separate account
         for which we are acting;

                  (iv) we have such knowledge and experience in financial and
         business matters that we are capable of evaluating the merits and risks
         of purchasing Notes; and

                  (v) we are not acquiring Notes with a view to distribution
         thereof or with any present intention of offering or selling Notes or
         the Common Stock of the Company issuable upon conversion thereof,
         except as permitted below; provided that the disposition of our
         property and property of any accounts for which we are acting as
         fiduciary shall remain at all times within our control.

                  We understand that the Notes are being offered in a
         transaction not involving any public offering within the United States
         within the meaning of the Securities Act and that the Notes and the
         Common Stock of the Company issuable upon conversion thereof have not
         been registered under the Securities Act, and we agree, on our own
         behalf and on behalf of each account for which we acquire any Notes,
         that if in the future we decide to resell or otherwise transfer such
         Notes or the Common Stock of the Company issuable upon conversion
         thereof, such Notes or Common Stock of the Company may be resold or
         otherwise transferred within the United States or to, or for the
         account or benefit of, U.S. persons only (i) to the Company or any
         subsidiary thereof, (ii) to a person who is a "qualified institutional
         buyer" (as defined in Rule 144A under the Securities Act) in a
         transaction meeting the requirements of Rule 144A, (iii) to an
         Institutional Accredited Investor that, prior to such transfer,
         furnishes to the Trustee for the Notes (or in the case of Common Stock
         of the Company, the transfer agent therefor) a signed letter containing
         certain representations and agreements relating to the restrictions on
         transfer of such securities (the form of which letter can be obtained
         from the Trustee or the


                                      B-2
<PAGE>   164

         transfer agent, as the case may be), (iv) pursuant to the exemption
         from registration provided by Rule 144 under the Securities Act (if
         applicable), or (v) pursuant to a registration statement that has been
         declared effective under the Securities Act (and which continues to be
         effective at the time of such transfer), and in each case, in
         accordance with any applicable securities law of any State of the U.S.
         and in accordance with the legends set forth on the Notes or the Common
         Stock of the Company issuable upon conversion thereof. We further agree
         to provide any person purchasing any of the Notes or the Common Stock
         of the Company issuable upon conversion thereof (other than pursuant to
         clause (iv) or (v) above) from us a notice advising such purchaser that
         resales of such securities are restricted as stated herein. We
         understand that the Trustee and transfer agent for the Notes and the
         Common Stock of the Company will not be required to accept for
         registration of transfer any Notes or any Common Stock of the Company
         issued upon conversion of the Notes, except upon presentation of
         evidence satisfactory to the Company that the foregoing restrictions on
         transfer have been complied with. We further understand that any Notes
         and any Common Stock of the Company issued upon conversion of the Notes
         will be in the form of definitive physical certificates and that such
         certificates will bear a legend reflecting the substance of this
         paragraph.

                  The Company and the Trustee and their respective counsel are
entitled to rely upon this letter and are irrevocably authorized to produce this
letter or a copy hereof to any interested party in any administrative or legal
proceeding or official inquiry with respect to the matters covered hereby.

                  THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.


                               (Name of Purchaser)


                                             By:
                                                --------------------------------
                                             Name:
                                                  ------------------------------
                                             Title:
                                                   -----------------------------


                                             Address:
                                                     ---------------------------

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

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


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