<PAGE>

                                                                   Exhibit 10.f


                                                                  EXECUTION COPY

                                  $200,000,000

                            SKYWORKS SOLUTIONS, INC.

             4 3/4% CONVERTIBLE SUBORDINATED NOTES DUE NOVEMBER 2007

                               PURCHASE AGREEMENT

                                                                November 6, 2002

Credit Suisse First Boston Corporation
        As Representative of the Several Purchasers
               Eleven Madison Avenue,
                             New York, N.Y. 10010-3629

Dear Sirs:

            1. Introductory. Skyworks Solutions, Inc., a Delaware corporation
(the "COMPANY"), proposes, subject to the terms and conditions stated herein, to
issue and sell to the several initial purchasers named in Schedule A hereto (the
initial "PURCHASERS") U.S.$200,000,000 principal amount of its 4 3/4%
Convertible Subordinated Notes Due 2007 (the "FIRM SECURITIES") and also
proposes to grant to the Purchasers an option, exercisable from time to time by
Credit Suisse First Boston Corporation to purchase an aggregate of up to an
additional $30,000,000 principal amount ("OPTIONAL SECURITIES") of its 4 3/4%
Convertible Subordinated Notes Due 2007 each to be issued under an Indenture,
dated as of November 12, 2002 (the "INDENTURE"), between the Company and State
Street Bank and Trust Company, as Trustee. The Firm Securities and the Optional
Securities which the Purchasers may elect to purchase pursuant to Section 3
hereof are collectively called the "OFFERED SECURITIES". The United States
Securities Act of 1933 is herein referred to as the "SECURITIES ACT".

            The holders of the Offered Securities will be entitled to the
benefits of a Registration Rights Agreement dated the First Closing Date (as
hereinafter defined) between the Company and the Purchasers (the "REGISTRATION
RIGHTS AGREEMENT"), pursuant to which the Company agrees to file a registration
statement with the Securities and Exchange Commission (the "COMMISSION")
registering the resale of the Offered Securities and the Underlying Shares, as
hereinafter defined, under the Securities Act.


            The Company hereby agrees with the several Purchasers as follows:

            2. Representations and Warranties of the Company. The Company
represents and warrants to, and agrees with, the several Purchasers that:

                        (a) An offering circular relating to the Offered
            Securities to be offered by the Purchasers has been prepared by the
            Company. Such offering circular (the "OFFERING CIRCULAR"), as
            supplemented as of the date of this Agreement and any other document
            approved by the Company for use in connection with the contemplated
            resale of the Offered Securities including any information
            incorporated by reference therein into the Offering Circular, are
            hereinafter collectively referred to as the "OFFERING DOCUMENT". As
            of the date of this Agreement, and on any Closing Date (as
            hereinafter defined), the Offering Document does not and will not
            include any untrue statements of a material fact or omit to state
            any material fact necessary in order to make the statements therein,
            in the light of the circumstances under which they were made, not
            misleading. The preceding sentence does not apply to statements in
            or omissions from the Offering
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                                                                               2

            Document based upon written information furnished to the Company by
            any Purchaser through Credit Suisse First Boston Corporation
            ("CSFBC") specifically for use therein, it being understood and
            agreed that the only such information is that described as such in
            Section 7(b) hereof. The documents incorporated or deemed to be
            incorporated by reference in the Offering Circular, when they were
            filed with the Commission, conformed in all material respects to the
            requirements of the Securities Act or the United States Securities
            Exchange Act of 1934 and the rules and regulations of the Commission
            thereunder, as applicable.

                        (b) The Company has been duly incorporated and is an
            existing corporation in good standing under the laws of the State of
            Delaware, with power and authority (corporate and other) to own its
            properties and conduct its business as described in the Offering
            Document; and the Company is duly qualified to do business as a
            foreign corporation in good standing in all other jurisdictions in
            which its ownership or lease of property or the conduct of its
            business requires such qualification, except where such failure to
            so qualify would not individually or in the aggregate have a
            material adverse effect on the condition (financial or other),
            business, properties or results of operations of the Company and its
            subsidiaries taken as a whole ("MATERIAL ADVERSE EFFECT").

                        (c) Each subsidiary of the Company has been duly
            incorporated and is an existing corporation in good standing under
            the laws of the jurisdiction of its incorporation, with power and
            authority (corporate and other) to own its properties and conduct
            its business as described in the Offering Document; and each
            subsidiary of the Company is duly qualified to do business as a
            foreign corporation in good standing in all other jurisdictions in
            which its ownership or lease of property or the conduct of its
            business requires such qualification, except where such failure to
            so qualify would not individually or in the aggregate have a
            Material Adverse Effect; the Company has no other subsidiaries as of
            the date hereof which (A) on an individual basis, have total assets
            or total revenues as of and for the fiscal year ended September 27,
            2002, in each case as determined in accordance with generally
            accepted accounting principles ("GAAP"), in excess of ten percent
            (10%) of the Company's total assets or total revenues as reported on
            a consolidated basis as of and for the fiscal year ended September
            27, 2002, or (B) in the aggregate, have total assets or total
            revenues as of and for the fiscal year ended September 27, 2002, as
            determined in accordance with GAAP, in excess of ten percent (10%)
            of the Company's total assets or total revenues as reported on a
            consolidated basis as of and for the fiscal year ended September 27,
            2002; all of the issued and outstanding capital stock of each
            subsidiary of the Company has been duly authorized and validly
            issued and is fully paid and nonassessable; and the capital stock of
            each subsidiary owned by the Company, directly or through
            subsidiaries, is owned free from liens, encumbrances and defects.

                        (d) All outstanding shares of capital stock of the
            Company have been duly authorized, validly issued, fully paid and
            are nonassessable and conform to the description thereof contained
            in the Offering Document.

                        (e) The Indenture has been duly authorized; the Offered
            Securities have been duly authorized; and when the Offered
            Securities are delivered and paid for pursuant to this Agreement on
            the Closing Date (as defined below), the Indenture will have been
            duly executed and delivered, such Offered Securities will have been
            duly executed and delivered and will conform to the description
            thereof contained in the Offering Document and the Indenture and
            such Offered Securities will constitute valid and legally binding
            obligations of the Company, enforceable in accordance with their
            terms, subject to bankruptcy, insolvency, fraudulent transfer,
            reorganization, moratorium and similar laws of general applicability
            relating to or affecting creditors' rights and to general equity
            principles.

                        (f) When the Offered Securities are delivered and paid
            for pursuant to this Agreement on the Closing Date, such Offered
            Securities will be convertible into the shares of common stock
            ("UNDERLYING SHARES") of the Company in accordance with the terms of
            the Indenture; the Underlying Shares initially issuable upon
            conversion of such Offered Securities have been duly authorized and
            reserved for issuance upon such conversion and, when issued upon
            such conversion, will be validly issued, fully paid and
            nonassessable; the outstanding Underlying Shares have been duly
            authorized and validly issued, are fully paid and nonassessable and
            conform to the description thereof contained in the Offering
            Document; and the
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                                                                               3

            stockholders of the Company have no preemptive rights with respect
            to the Offered Securities or the Underlying Shares.

                        (g) Except as disclosed in the Offering Document, there
            are no contracts, agreements or understandings between the Company
            and any person that would give rise to a valid claim against the
            Company or any Purchaser for a brokerage commission, finder's fee or
            other like payment in connection with the offering of the Offered
            Securities.

                        (h) No consent, approval, authorization, or order of, or
            filing with, any governmental agency or body or any court is
            required for the consummation of the transactions contemplated by
            this Agreement and the Registration Rights Agreement in connection
            with the issuance and sale of the Offered Securities by the Company,
            except for the order of the Commission declaring the Shelf
            Registration Statement (as defined in the Registration Rights
            Agreement) effective.

                        (i) The execution, delivery and performance of the
            Indenture, this Agreement and the Registration Rights Agreement, and
            the issuance and sale of the Offered Securities and compliance with
            the terms and provisions thereof will not result in a breach or
            violation of any of the terms and provisions of, or constitute a
            default under, (1) any statute, any rule, regulation or order of any
            governmental agency or body or any court, domestic or foreign,
            having jurisdiction over the Company or any subsidiary of the
            Company or any of their properties, (2) any agreement or instrument
            to which the Company or any such subsidiary is a party or by which
            the Company or any such subsidiary is bound or to which any of the
            properties of the Company or any such subsidiary is subject or (3)
            the charter or by-laws of the Company or any such subsidiary,
            except, in the case of subclauses (1) and (2), such breaches,
            violations and defaults which would not individually or in the
            aggregate have a Material Adverse Effect; and the Company has full
            power and authority to authorize, issue and sell the Offered
            Securities as contemplated by this Agreement.

                        (j) This Agreement and the Registration Rights Agreement
            have been duly authorized, executed and delivered by the Company.

                        (k) Except as disclosed in the Offering Document, the
            Company and its subsidiaries have good and marketable title to all
            real properties and all other properties and assets owned by them,
            in each case free from liens, encumbrances and defects that would
            materially affect the value thereof or materially interfere with the
            use made or to be made thereof by them; and except as disclosed in
            the Offering Document, the Company and its subsidiaries hold any
            leased real or personal property under valid and enforceable leases
            with no exceptions that would materially interfere with the use made
            or to be made thereof by them.

                        (l) The Company and its subsidiaries possess adequate
            certificates, authorities or permits issued by appropriate
            governmental agencies or bodies necessary to conduct the business
            now operated by them and have not received any notice of proceedings
            relating to the revocation or modification of any such certificate,
            authority or permit that, if determined adversely to the Company or
            any of its subsidiaries, would individually or in the aggregate have
            a Material Adverse Effect.

                        (m) No labor dispute with the employees of the Company
            or any subsidiary exists or, to the knowledge of the Company, is
            imminent that would reasonably be expected to have a Material
            Adverse Effect.

                        (n) The Company and its subsidiaries own, possess or can
            acquire on reasonable terms, adequate trademarks, trade names and
            other rights to inventions, know-how, patents, copyrights,
            confidential information and other intellectual property
            (collectively, "INTELLECTUAL PROPERTY RIGHTS") necessary to conduct
            the business now operated by them, or presently employed by them,
            and have not received any notice of infringement of or conflict with
            asserted rights of others with respect to any intellectual property
            rights that, if determined adversely to the Company or any of its
            subsidiaries, would individually or in the aggregate have a Material
            Adverse Effect.
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                                                                               4

                       (o) Except as disclosed in the Offering Document,
            neither the Company nor any of its subsidiaries is in violation of
            any statute, any rule, regulation, decision or order of any
            governmental agency or body or any court, domestic or foreign,
            relating to the use, disposal or release of hazardous or toxic
            substances or relating to the protection or restoration of the
            environment or human exposure to hazardous or toxic substances
            (collectively, "ENVIRONMENTAL LAWS"), owns or operates any real
            property contaminated with any substance that is subject to any
            environmental laws, is liable for any off-site disposal or
            contamination pursuant to any environmental laws, or is subject to
            any claim relating to any environmental laws, which violation,
            contamination, liability or claim would individually or in the
            aggregate have a Material Adverse Effect; and the Company is not
            aware of any pending investigation which might lead to such a claim.

                        (p) Except as disclosed in the Offering Document, there
            are no pending actions, suits or proceedings against or affecting
            the Company, any of its subsidiaries or any of their respective
            properties that, if determined adversely to the Company or any of
            its subsidiaries, would individually or in the aggregate have a
            Material Adverse Effect, or would materially and adversely affect
            the ability of the Company to perform its obligations under the
            Indenture, this Agreement or the Registration Rights Agreement, or
            which are otherwise material in the context of the sale of the
            Offered Securities; and no such actions, suits or proceedings are
            threatened or, to the Company's knowledge, contemplated.

                        (q) The financial statements included in the Offering
            Document present fairly the financial position of the Company and
            its consolidated subsidiaries (and deemed predecessor entity for
            pre-merger periods where applicable) as of the dates shown and their
            results of operations and cash flows for the periods shown, and
            except as otherwise disclosed in the Offering Document, such
            financial statements have been prepared in conformity with the
            generally accepted accounting principles in the United States
            applied on a consistent basis; and the assumptions used in preparing
            the pro forma financial statements included in the Offering Document
            provide a reasonable basis for presenting the significant effects
            directly attributable to the transactions or events described
            therein, the related pro forma adjustments give appropriate effect
            to those assumptions, and the pro forma columns therein reflect the
            proper application of those adjustments to the corresponding
            historical financial statement amounts.

                        (r) Except as disclosed in the Offering Document, since
            June 28, 2002 there has been no material adverse change, nor any
            development or event involving a prospective material adverse
            change, in the condition (financial or other), business, properties
            or results of operations of the Company and its subsidiaries taken
            as a whole, and, except as disclosed in or contemplated by the
            Offering Document, there has been no dividend or distribution of any
            kind declared, paid or made by the Company on any class of its
            capital stock.

                        (s) The Company is subject to the reporting requirements
            of either Section 13 or Section 15(d) of the Securities Exchange Act
            of 1934 and files reports with the Commission on the Electronic Data
            Gathering, Analysis, and Retrieval (EDGAR) system.

                        (t) The Company is not an open-end investment company,
            unit investment trust or face-amount certificate company that is or
            is required to be registered under Section 8 of the United States
            Investment Company Act of 1940 (the "INVESTMENT COMPANY ACT"); and
            the Company is not and, after giving effect to the offering and sale
            of the Offered Securities and the application of the proceeds
            thereof as will be described in the Offering Document, will not be
            an "investment company" as defined in the Investment Company Act.

                        (u) No securities of the same class (within the meaning
            of Rule 144A(d)(3) under the Securities Act) as the Offered
            Securities are listed on any national securities exchange registered
            under Section 6 of the Exchange Act or quoted in a U.S. automated
            inter-dealer quotation system.

                        (v) Assuming the accuracy of the representation and
            warranties in Section 4 of this Agreement, the offer and sale of the
            Offered Securities in the manner contemplated by this Agreement will
            be exempt from the registration requirements of the Securities Act
            by reason of Section 4(2) thereof and/or Regulation S and it is not
            necessary to qualify an indenture in respect of the Offered
            Securities under the United States Trust Indenture Act of 1939, as
            amended (the "TRUST INDENTURE ACT") in connection with the offer,
            sale


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                                                                               5

            and delivery of the Offered Securities to the several Purchasers in
            the manner contemplated by this Agreement.

                        (w) Neither the Company nor any of its affiliates, nor
            any person (except with respect to the Purchasers, as to whom the
            Company makes no representations or warranties) acting on its or
            their behalf (i) has, within the six-month period prior to the date
            hereof, offered or sold in the United States or to any U.S. person
            (as such terms are defined in Regulation S under the Securities Act)
            the Offered Securities or any security of the same class or series
            as the Offered Securities or (ii) has offered or will offer or sell
            the Offered Securities (A) in the United States by means of any form
            of general solicitation or general advertising within the meaning of
            Rule 502(c) under the Securities Act or (B) with respect to any
            securities sold in reliance on Rule 903 of Regulation S, by means of
            any directed selling efforts within the meaning of Rule 902(c) of
            Regulation S. The Company, its affiliates and any person acting on
            its or their behalf have complied and will comply with the offering
            Restrictions Requirement in Regulation S. The Company, its
            affiliates and any person acting on their behalf have not entered
            and will not enter into any contractual arrangement with respect to
            the distribution of the Offered Securities except for this
            Agreement.

            3. Purchase, Sale and Delivery of Offered Securities. On the basis
of the representations, warranties and agreements herein contained, but subject
to the terms and conditions herein set forth, the Company agrees to sell to the
Purchasers, and the Purchasers agree, severally and not jointly, to purchase
from the Company, at a purchase price of 97% of the principal amount thereof
plus accrued interest from November 12, 2002 to the First Closing Date (as
hereinafter defined) the respective principal amounts of Firm Securities set
forth opposite the names of the several Purchasers in Schedule A hereto.

            The Company will deliver against payment of the purchase price the
Firm Securities in the form of one or more permanent global Securities in
definitive form (the "FIRM GLOBAL SECURITIES") deposited with the Trustee as
custodian for The Depository Trust Company ("DTC") and registered in the name of
Cede & Co., as nominee for DTC. Interests in any permanent Global Securities
will be held only in book-entry form through DTC, except in the limited
circumstances described in the Offering Document. Payment for the Firm
Securities shall be made by the Purchasers in Federal (same day) funds by wire
transfer to an account at a bank acceptable to CSFBC drawn to the order of the
Company at the office of Cravath, Swaine & Moore at 10:00 A.M. (New York time),
on November 12, 2002, or at such other time not later than seven full business
days thereafter as CSFBC and the Company determine, such time being herein
referred to as the "FIRST CLOSING DATE", against delivery to the Trustee as
custodian for DTC of the Firm Global Securities representing all of the Firm
Securities. The Firm Global Securities will be made available for checking at
the above office of Cravath, Swaine & Moore at least 24 hours prior to the First
Closing Date.

            In addition, upon written notice from CSFBC given to the Company
from time to time not more than 30 days subsequent to the date of this
Agreement, the Purchasers may purchase all or less than all of the Optional
Securities at the purchase price per principal amount of Offered Securities
(including any accrued interest thereon to the related Optional Closing Date).
The Company agrees to sell to the Purchasers the principal amount of Optional
Securities specified in such notice and the Purchasers agree, severally and not
jointly, to purchase such Optional Securities. Such Optional Securities shall be
purchased from the Company for the account of each Purchaser in the same
proportion as the principal amount of Firm Securities set forth opposite such
Purchaser's name in Schedule A hereto bears to the total principal amount of
Firm Securities (subject to adjustment by CSFBC to eliminate fractions). No
Optional Securities shall be sold or delivered unless the Firm Securities
previously have been, or simultaneously are, sold and delivered. The right to
purchase the Optional Securities or any portion thereof may be exercised from
time to time and to the extent not previously exercised may be surrendered and
terminated at any time upon notice by CSFBC to the Company.

            Each time for the delivery of and payment for the Optional
Securities, being herein referred to as the "OPTIONAL CLOSING DATE", which may
be the First Closing Date (the First Closing Date and each Optional Closing
Date, if any, being sometimes referred to as a "CLOSING DATE"), shall be
determined by CSFBC on behalf of the several Purchasers but shall not be later
than seven full business days after written notice of election to purchase
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                                                                               6

Optional Securities is given. The Company will deliver against payment of the
purchase price the Optional Securities being purchased on each Optional Closing
Date in the form of one or more permanent global Securities in definitive form
(each, an "OPTIONAL GLOBAL SECURITY") deposited with the Trustee as custodian
for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment
for such Optional Securities shall be made by the Purchasers in Federal (same
day) funds by official check or checks or wire transfer to an account at a bank
acceptable to CSFBC drawn to the order of the Company at the office of Cravath,
Swaine & Moore, against delivery to the Trustee as custodian for DTC of the
Optional Global Securities representing all of the Optional Securities being
purchased on such Optional Closing Date.

            4. Representations by Purchasers; Resale by Purchasers.

                        (a) Each Purchaser severally represents and warrants to
            the Company that it is an "accredited investor" within the meaning
            of Regulation D under the Securities Act.

                        (b) Each Purchaser severally acknowledges that the
            Offered Securities have not been registered under the Securities Act
            and may not be offered or sold within the United States except
            pursuant to an exemption from, or in a transaction not subject to,
            the registration requirements of the Securities Act. Each Purchaser
            severally represents and agrees that it has not offered or sold, and
            will not offer or sell, any Offered Securities constituting part of
            its allotment within the United States, except in accordance with
            Rule 903 or Rule 144A under the Securities Act. Accordingly, neither
            such Purchaser nor its affiliates, nor any persons acting on its or
            their behalf, have engaged or will engage in any directed selling
            efforts with respect to the Securities. Terms used in this
            subsection (b) have the meanings given to them by Regulation S.

                        (c) Each Purchaser severally agrees that it and each of
            its affiliates has not entered and will not enter into any
            contractual arrangement with respect to the distribution of the
            Offered Securities except for any such arrangements with the other
            Purchasers or affiliates of the other Purchasers or with the prior
            written consent of the Company.

                        (d) Each Purchaser severally agrees that it and each of
            its affiliates will not offer or sell the Offered Securities by
            means of any form of general solicitation or general advertising,
            within the meaning of Rule 502(c) under the Securities Act,
            including, but not limited to (i) any advertisement, article, notice
            or other communication published in any newspaper, magazine or
            similar media or broadcast over television or radio, or (ii) any
            seminar or meeting whose attendees have been invited by any general
            solicitation or general advertising. Each Purchaser severally
            agrees, with respect to resales made in reliance on Rule 144A of any
            of the Offered Securities, to deliver either with the confirmation
            of such resale or otherwise prior to settlement of such resale a
            notice to the effect that the resale of such Offered Securities has
            been made in reliance upon the exemption from the registration
            requirements of the Securities Act provided by Rule 144A.

                        (e) Each of the Purchasers severally represents and
            agrees that (i) it has not offered or sold and prior to the date six
            months after the date of issue of the Offered Securities will not
            offer or sell any Offered Securities to persons in the United
            Kingdom except to persons whose ordinary activities involve them
            acquiring, holding, managing or disposing of investments (as
            principal or agent) for the purposes of their businesses or
            otherwise in circumstances which have not resulted and will not
            result in an offer to the public in the United Kingdom within the
            meaning of the Public Offers of Securities Regulation 1995; (ii) it
            has complied and will comply with all applicable provisions of the
            Financial Services Act of 1986 with respect to anything done by it
            in relation to the Offered Securities in, from or otherwise
            involving the United Kingdom; and (iii) it has only issued or passed
            on and will only issue or pass on in the United Kingdom any document
            received by it in connection with the issue of the Offered
            Securities to a person who is of a kind described in Article 11(3)
            of the Financial Services Act 1986 (Investment Advertisements)
            (Exemptions) Order 1996 or is a person to whom such document may
            otherwise lawfully be issued be issued or passed.

            5. Certain Agreements of the Company. The Company agrees with
several the Purchasers that:
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                                                                               7

                        (a) The Company will advise CSFBC promptly of any
            proposal to amend or supplement the Offering Document and will not
            effect such amendment or supplementation without CSFBC's consent.
            If, at any time prior to the completion of the resale of the Offered
            Securities by the Purchasers, any event occurs as a result of which
            the Offering Document as then amended or supplemented would include
            an untrue statement of a material fact or omit to state any material
            fact necessary in order to make the statements therein, in the light
            of the circumstances under which they were made, not misleading, or
            if it is necessary at any such time to amend or supplement the
            Offering Document to comply with any applicable law, the Company
            promptly will notify CSFBC of such event and promptly will prepare,
            at its own expense, an amendment or supplement which will correct
            such statement or omission or effect such compliance. Neither
            CSFBC's consent to, nor the Purchasers' delivery to offerees or
            investors of, any such amendment or supplement shall constitute a
            waiver of any of the conditions set forth in Section 6.

                        (b) The Company will furnish to CSFBC copies of the
            Offering Document and all amendments and supplements to such
            document, in each case as soon as available and in such quantities
            as CSFBC requests, and the Company will furnish to CSFBC on the
            First Closing Date three copies of the Offering Document signed by a
            duly authorized officer of the Company. At any time when the Company
            is not subject to Section 13 or 15(d) of the Exchange Act, the
            Company will promptly furnish or cause to be furnished to CSFBC
            (and, upon request, to each of the other Purchasers) and, upon
            request of holders and prospective purchasers of the Offered
            Securities, to such holders and purchasers, copies of the
            information required to be delivered to holders and prospective
            purchasers of the Offered Securities pursuant to Rule 144A(d)(4)
            under the Securities Act (or any successor provision thereto) in
            order to permit compliance with Rule 144A in connection with resales
            by such holders of the Offered Securities. The Company will pay the
            expenses of printing and distributing to the Purchasers all such
            documents.

                        (c) The Company will arrange for the qualification of
            the Offered Securities for sale and the determination of their
            eligibility for investment under the laws of such states in the
            United States as CSFBC designates and will continue such
            qualifications in effect so long as required for the resale of the
            Offered Securities by the Purchasers provided that the Company will
            not be required to qualify as a foreign corporation or to file a
            general consent to service of process in any such state.

                        (d) During the period of two years after the later of
            the First Closing Date and the last Optional Closing Date, the
            Company will, upon request, furnish to CSFBC, each of the other
            Purchasers, and any holder of Offered Securities a copy of the
            restrictions on transfer applicable to the Offered Securities.

                        (e) During the period of two years after the later of
            the Closing Date and the last Optional Closing Date, the Company
            will not, and will not permit any of its affiliates (as defined in
            Rule 144 under the Securities Act) to, resell any of the Offered
            Securities that have been reacquired by any of them.

                        (f) During the period of two years after the later of
            the Closing Date and the last Optional Closing Date, the Company
            will not be or become, an open-end investment company, unit
            investment trust or face-amount certificate company that is or is
            required to be registered under Section 8 of the Investment Company
            Act.

                        (g) The Company will pay all expenses incidental to the
            performance of its obligations under this Agreement, the Indenture
            and the Registration Rights Agreement including (i) the fees and
            expenses of the Trustee, and its professional advisers; (ii) all
            expenses in connection with the execution, issue, authentication,
            packaging and initial delivery of the Offered Securities and, as
            applicable, the Exchange Securities (as defined in the Registration
            Rights Agreement), the preparation and printing of this Agreement,
            the Registration Rights Agreement, the Offered Securities, the
            Indenture, the Offering Document and amendments and supplements
            thereto, and any other document relating to the issuance, offer,
            sale and delivery of the Offered Securities and as applicable the,
            Exchange Securities; (iii) the cost of qualifying the Offered
            Securities for trading in The Portal(SM) Market ("PORTAL") of The
            Nasdaq Stock Market, Inc. and any expenses incidental thereto, (iv)
            the cost of any advertising approved by the Company in connection
            with the issue of the Offered Securities, (v) for any expenses
            (including fees and disbursements of counsel) incurred in connection
            with qualification of the Offered Securities or the Exchange
            Securities for sale under the laws of such jurisdictions as CSFBC
            designates and the printing of
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                                                                               8

            memoranda relating thereto if applicable, (vi) for any fees charged
            by investment rating agencies for the rating of the Offered
            Securities or the Exchange Securities, if applicable, and (vii) for
            expenses incurred in distributing the Offering Document (including
            any amendments and supplements thereto) to the Purchasers. The
            Company will also pay or reimburse the Purchasers (to the extent
            incurred by them) for all reasonable travel expenses of the
            Purchasers and any other reasonable expenses of the Purchasers in
            connection with attendance of meetings with prospective purchasers
            of the Offered Securities from the Purchasers.

                        (h) In connection with the offering, until CSFBC shall
            have notified the Company and the other Purchasers of the completion
            of the resale of the Offered Securities, neither the Company nor any
            of its affiliates has or will, either alone or with one or more
            other persons, bid for or purchase for any account in which it or
            any of its affiliates has a beneficial interest any Offered
            Securities or attempt to induce any person to purchase any Offered
            Securities; and neither it nor any of its affiliates will make bids
            or purchases for the purpose of creating actual, or apparent, active
            trading in, or of raising the price of, the Offered Securities from
            the Purchasers.

                        (i) For a period of 90 days after the date of the
            initial offering of the Offered Securities by the Purchasers, the
            Company will not offer, sell, contract to sell, pledge, or otherwise
            dispose of, directly or indirectly, or file with the Commission a
            registration statement under the Act relating to, any United States
            dollar-denominated debt securities issued or guaranteed by the
            Company and having a maturity of more than one year from the date of
            issue and shares of Common Stock of the Company or securities
            convertible into or exchangeable or exercisable for shares of Common
            Stock of the Company or warrants or other rights to purchase shares
            of Common Stock of the Company, or publicly disclose the intentions
            to make any such offer, sale, pledge or disposition, without the
            prior written consent of CSFBC, except (i) as contemplated by the
            agreement between the Company and Conexant Systems, Inc. dated
            November 6, 2002, (ii) issuances of Common Stock pursuant to the
            terms of an employee stock purchase plan in effect on the date
            hereof and filing with the Commission registration statements on
            Form S-8 with respect to such employee stock purchase plan, (iii)
            grants of employee stock options pursuant to the terms of a plan in
            effect on the date hereof and filing with the Commission
            registration statements on Form S-8 with respect to such employee
            stock option plan, (iv) the exercise of any other employee stock
            option outstanding on the date hereof or (v) except as otherwise
            contemplated by the Registration Rights Agreement. The Company will
            not at any time offer, sell, contract to sell, pledge or otherwise
            dispose of, directly or indirectly, any securities under
            circumstances where such offer, sale, pledge, contract or
            disposition would cause the exemption afforded by Section 4(2) of
            the Securities Act or Regulation S thereunder to cease to be
            applicable to the offer and sale of the Offered Securities.

            6. Conditions of the Obligations of the Purchasers. The obligations
of the several Purchasers to purchase and pay for the Offered Firm Securities on
the First Closing Date and for the Optional Securities on each Optional Closing
Date will be subject to the accuracy of the representations and warranties on
the part of the Company herein, to the accuracy of the statements of officers of
the Company made pursuant to the provisions hereof, to the performance by the
Company of its obligations hereunder and to the following additional conditions
precedent:

                        (a) The Purchasers shall have received a letter, dated
            the First Closing Date, of KPMG LLP in form and substance
            satisfactory to the Purchasers concerning the financial information
            with respect to the Company set forth in the Offering Document,
            including any documents incorporated by reference.

                        (b) The Purchasers shall have received a letter, dated
            the First Closing Date, of Deloitte & Touche LLP in form and
            substance satisfactory to the Purchasers concerning the financial
            information with respect to the Company set forth in the Offering
            Document, including any documents incorporated by reference.

                        (c) The agreement to restructure the Company's debt owed
            to Conexant Systems, Inc., as described in the Company's press
            release dated the date hereof, shall have been executed by all
            parties thereto.

                        (d) Subsequent to the execution and delivery of this
            Agreement, there shall not have occurred (i) any change, or any
            development or event involving a prospective change, in the
            condition (financial or other), business, properties or results of
            operations of the Company and its subsidiaries taken as one
<PAGE>
                                                                               9

            enterprise which, in the judgment of a majority in interest of the
            Purchasers including CSFBC, is material and adverse and makes it
            impractical or inadvisable to proceed with completion of the
            offering or the sale of and payment for the Offered Securities; (ii)
            any downgrading in the rating of any debt securities of the Company
            by any "nationally recognized statistical rating organization" (as
            defined for purposes of Rule 436(g) under the Securities Act), or
            any public announcement that any such organization has under
            surveillance or review its rating of any debt securities of the
            Company (other than an announcement with positive implications of a
            possible upgrading, and no implication of a possible downgrading, of
            such rating) or any announcement that the Company has been placed on
            negative outlook; (iii) any change in U.S. or international
            financial, political or economic conditions or currency exchange
            rates or exchange controls as would, in the judgment of a majority
            in interest of the Purchasers including CSFBC, be likely to
            prejudice materially the success of the proposed issue, sale or
            distribution of the Offered Securities, whether in the primary
            market or in respect of dealings in the secondary market; (iv) any
            material suspension or material limitation of trading in securities
            generally on the New York Stock Exchange or any setting of minimum
            prices for trading on such exchange, or any suspension of trading of
            any securities of the Company on any exchange or in the
            over-the-counter market; (v) any banking moratorium declared by U.S.
            Federal or New York authorities; (vi) any major disruption of
            settlements of securities or clearance services in the United States
            or (vii) any attack on, outbreak or escalation of hostilities or act
            of terrorism involving the United States, any declaration of war by
            Congress or any other national or international calamity or
            emergency if, in the judgment of a majority in interest of the
            Purchasers including CFSBC, the effect of any such attack, outbreak,
            escalation, act, declaration, calamity or emergency makes it
            impractical or inadvisable to proceed with completion of the
            offering or sale of and payment for the Offered Securities.

                        (e) The Purchasers shall have received an opinion, dated
            such Closing Date, of Testa, Hurwitz & Thibeault, LLP, counsel for
            the Company, that:

                                    (i) The Company has been duly incorporated
                        and is an existing corporation in good standing under
                        the laws of the State of Delaware, with corporate power
                        and authority to own its properties and conduct its
                        business as described in the Offering Document; and the
                        Company is duly qualified to do business as a foreign
                        corporation in good standing in Massachusetts and
                        California;

                                    (ii) The Indenture has been duly authorized,
                        executed and delivered; the Offered Securities have been
                        duly authorized, executed, authenticated, issued and
                        delivered and conform to the description thereof
                        contained in the Offering Document; the Indenture
                        constitutes a valid and legally binding obligation of
                        the Company enforceable in accordance with its terms,
                        subject to bankruptcy, insolvency, fraudulent transfer,
                        reorganization, moratorium and similar laws of general
                        applicability relating to or affecting creditors' rights
                        and to general equity principles (it being agreed that
                        such counsel may recite that they are members only of
                        the bar of the Commonwealth of Massachusetts and that
                        its opinion as to enforceability assumes that the
                        applicable law governing enforceability is that of the
                        Commonwealth of Massachusetts;

                                    (iii) The Offered Securities delivered on
                        such Closing Date are convertible into Common Stock of
                        the Company in accordance with the terms of the
                        Indenture; the shares of such Common Stock initially
                        issuable upon conversion of the Offered Securities
                        delivered on such Closing Date have been duly authorized
                        and reserved for issuance upon such conversion in
                        accordance with the term of the Indenture and, when
                        issued upon such conversion, will be validly issued,
                        fully paid and nonassessable; the outstanding shares of
                        such Common Stock have been duly authorized and validly
                        issued, are fully paid and nonassessable and conform to
                        the description thereof contained in the Offering
                        Document; and the stockholders of the Company have no
                        preemptive rights with respect to the Offered Securities
                        or the Common Stock;

                                    (iv) The Company is not and, after giving
                        effect to the offering and sale of the Offered
                        Securities and the application of the proceeds thereof
                        as described in the Offering Document, will not be an
                        "investment company" as defined in the Investment
                        Company Act;
<PAGE>
                                                                              10

                                    (v) No consent, approval, authorization or
                        order of, or filing with, any governmental agency or
                        body or any court is required for the consummation of
                        the transactions contemplated by this Agreement and the
                        Registration Rights Agreement in connection with the
                        issuance or sale of the Offered Securities by the
                        Company, except such as may be required under state
                        securities laws except for the order of the Commission
                        declaring the Exchange Offer Registration Statement or
                        the Shelf Registration Statement effective;

                                    (vi) To such counsel's knowledge, there are
                        no pending actions, suits or proceedings against or
                        affecting the Company, any of its subsidiaries or any of
                        their respective properties that, if determined
                        adversely to the Company or any of its subsidiaries,
                        would individually or in the aggregate have a Material
                        Adverse Effect, or would materially and adversely affect
                        the ability of the Company to perform their obligations
                        under the Indenture, this Agreement or the Registration
                        Rights Agreement, or which are otherwise material in the
                        context of the sale of the Offered Securities; and no
                        such actions, suits or proceedings are threatened or, to
                        such counsel's knowledge, contemplated;

                                    (vii) The execution, delivery and
                        performance of the Indenture, this Agreement and the
                        Registration Rights Agreement, and the issuance and sale
                        of the Offered Securities and compliance with the terms
                        and provisions thereof will not result in a breach or
                        violation of any of the terms and provisions of, or
                        constitute a default under, any statute, any rule,
                        regulation or order of any governmental agency or body
                        or any court having jurisdiction over the Company or any
                        subsidiary of the Company or any of their properties, or
                        any agreement or instrument to which the Company or any
                        such subsidiary is a party or by which the Company or
                        any such subsidiary is bound or to which any of the
                        properties of the Company or any such subsidiary is
                        subject, or the charter or by-laws of the Company or any
                        such subsidiary, and the Company has full power and
                        authority to authorize, issue and sell the Offered
                        Securities as contemplated by this Agreement;

                                    (viii) This Agreement and the Registration
                        Rights Agreement have been duly authorized, executed and
                        delivered by the Company; and

                                    (ix) It is not necessary in connection with
                        (i) the offer, sale and delivery of the Offered
                        Securities by the Company to the several Purchasers
                        pursuant to this Agreement or (ii) the resales of the
                        Offered Securities by the several Purchasers in the
                        manner contemplated by this Agreement, to register the
                        Offered Securities under the Securities Act or to
                        qualify an indenture in respect thereof under the Trust
                        Indenture Act.

                        (f) The opinion of such counsel shall state the
            following: that it has participated in conferences with officers and
            other representatives of the Company, and representatives of the
            independent public accountants for the Company, and your
            representatives, at which conferences the contents of the Offering
            Document and related matters were discussed and although such
            counsel need not pass upon, nor assume any responsibility for, the
            accuracy, completeness or fairness of the statements contained in
            the Offering Document, no facts have come to the attention of such
            counsel that cause such counsel to believe that the Offering
            Document, as of the date hereof and of such Closing Date, contained
            any untrue statement of a material fact or omitted to state any
            material fact necessary to make the statements therein, in light of
            the circumstances under which they were made, not misleading, it
            being understood that such counsel need express no belief with
            respect to the financial statements, the notes thereto and related
            schedules, or other financial data or statistical data derived from
            the financial statements included in, or omitted from, the Offering
            Document, and that the descriptions in the Offering Document or
            statutes, legal and governmental proceedings and contracts and other
            documents are accurate and fairly present the information required
            to be shown therein;

                        (g) The Purchasers shall have received from Cravath,
            Swaine & Moore, counsel for the Purchasers, such opinion or
            opinions, dated such Closing Date, with respect to the incorporation
            of the Company, the validity of the Offered Securities, the Offering
            Circular, the exemption from registration for the offer and sale of
            the Offered Securities by the Company to the several Purchasers and
            the resales by the several Purchasers as contemplated hereby and
            other related matters as CSFBC may require, and the
<PAGE>
                                                                              11

            Company shall have furnished to such counsel such documents as they
            request for the purpose of enabling them to pass upon such matters.

                        (h) The Purchasers shall have received a certificate,
            dated such Closing Date, of the President or any Vice President and
            a principal financial or accounting officer of the Company in which
            such officers, to the best of their knowledge after reasonable
            investigation, shall state that the representations and warranties
            of the Company in this Agreement are true and correct, that the
            Company has complied with all agreements and satisfied all
            conditions on its part to be performed or satisfied hereunder at or
            prior to such Closing Date, and that, subsequent to the date of the
            most recent financial statements in the documents incorporated by
            reference there has been no material adverse change, nor any
            development or event involving a prospective material adverse
            change, in the condition (financial or other), business, properties
            or results of operations of the Company and its subsidiaries taken
            as a whole except as set forth in or contemplated by the Offering
            Document and the documents incorporated by reference or as described
            in such certificate.

                        (i) On the First Closing Date, the Purchasers shall have
            received, in form and substance satisfactory to them, each lock-up
            agreement signed by the persons listed on Schedule B hereto dated
            November 4, 2002.

                        (j) On any optional Closing Dates the Purchasers shall
            receive letters, dated such Closing Date, of each of KPMG LLP and
            Deloitte & Touche LLP which meets the requirements of subsection (a)
            of this section, except that the specified date referred to in such
            subsection will be a date not more than three days prior to such
            Closing Date for the purposes of this subsection.

The Company will furnish the Purchasers with such conformed copies of such
opinions, certificates, letters and documents as the Purchasers reasonably
request. CSFBC in its sole discretion may waive on behalf of the Purchasers
compliance with any conditions to the obligations of the Purchasers hereunder,
whether in respect of an Optional Closing Date or otherwise.

            7. Indemnification and Contribution. (a) The Company will indemnify
and hold harmless each Purchaser, its partners, directors and officers and each
person, if any, who controls such Purchaser within the meaning of Section 15 of
the Securities Act, against any losses, claims, damages or liabilities, joint or
several, to which such Purchaser may become subject, under the Securities Act or
the Exchange Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
the Offering Document, or any amendment or supplement thereto, or arise out of
or are based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading, including any losses, claims, damages or liabilities arising out of
or based upon the Company's failure to perform its obligations under Section
5(a) of this Agreement, and will reimburse each Purchaser for any legal or other
expenses reasonably incurred by such Purchaser in connection with investigating
or defending any such loss, claim, damage, liability or action as such expenses
are incurred; provided, however, that the Company will not be liable in any such
case to the extent that any such loss, claim, damage or liability arises out of
or is based upon an untrue statement or alleged untrue statement in or omission
or alleged omission from any of such documents in reliance upon and in
conformity with written information furnished to the Company by any Purchaser
through CSFBC specifically for use therein, it being understood and agreed that
the only such information consists of the information described as such in
subsection (b) below.

                        (b) Each Purchaser will severally and not jointly
            indemnify and hold harmless the Company, the Company's directors and
            officers and each person, if any, who controls the Company within
            the meaning of Section 15 of the Securities Act, against any losses,
            claims, damages or liabilities to which the Company may become
            subject, under the Securities Act or the Exchange Act or otherwise,
            insofar as such losses, claims, damages or liabilities (or actions
            in respect thereof) arise out of or are based upon any untrue
            statement or alleged untrue statement of any material fact contained
            in the Offering Document, or any amendment or supplement thereto, or
            arise out of or are based upon the omission or the alleged omission
            to state therein a material fact necessary in order to make the
            statements therein, in the light of the circumstances under which
            they were made, not misleading, in each case to the extent, but only
            to the
<PAGE>
                                                                              12

            extent, that such untrue statement or alleged untrue statement or
            omission or alleged omission was made in reliance upon and in
            conformity with written information furnished to the Company by such
            Purchaser through CSFBC specifically for use therein, and will
            reimburse any legal or other expenses reasonably incurred by the
            Company in connection with investigating or defending any such loss,
            claim, damage, liability or action as such expenses are incurred, it
            being understood and agreed that the only such information furnished
            by any Purchaser consists of the following information in the
            Offering Document furnished on behalf of each Purchaser: the third
            and fourth sentences of the tenth paragraph and the eleventh and
            twelfth paragraph under the caption "Plan of Distribution"; provided
            however, that the Purchasers shall not be liable for any losses,
            claims, damages or liabilities arising out of or based upon the
            Company's failure to perform its obligations under Section 5(a) of
            this Agreement.

                        (c) Promptly after receipt by an indemnified party under
            this Section of notice of the commencement of any action, such
            indemnified party will, if a claim in respect thereof is to be made
            against the indemnifying party under subsection (a) or (b) above,
            notify the indemnifying party of the commencement thereof; but the
            omission so to notify the indemnifying party will not relieve it
            from any liability which it may have to any indemnified party
            otherwise than under subsection (a) or (b) above. In case any such
            action is brought against any indemnified party and it notifies the
            indemnifying party of the commencement thereof, the indemnifying
            party will be entitled to participate therein and, to the extent
            that it may wish, jointly with any other indemnifying party
            similarly notified, to assume the defense thereof, with counsel
            satisfactory to such indemnified party (who shall not, except with
            the consent of the indemnified party, be counsel to the indemnifying
            party), and after notice from the indemnifying party to such
            indemnified party of its election so to assume the defense thereof,
            the indemnifying party will not be liable to such indemnified party
            under this Section for any legal or other expenses subsequently
            incurred by such indemnified party in connection with the defense
            thereof other than reasonable costs of investigation. No
            indemnifying party shall, without the prior written consent of the
            indemnified party, effect any settlement of any pending or
            threatened action in respect of which any indemnified party is or
            could reasonably be expected to have been a party and indemnity
            could have been sought hereunder by such indemnified party unless
            such settlement includes (i) an unconditional release of such
            indemnified party from all liability on any claims that are the
            subject matter of such action and (ii) does not include a statement
            as to or an admission of fault or failure to act by or on behalf of
            any indemnified party. No indemnified party shall effect any
            settlement of any pending or threatened action without the prior
            written consent of the indemnifying party, which such consent shall
            not be unreasonably withheld or delayed.

                        (d) If the indemnification provided for in this Section
            is unavailable or insufficient to hold harmless an indemnified party
            under subsection (a) or (b) above, then each indemnifying party
            shall contribute to the amount paid or payable by such indemnified
            party as a result of the losses, claims, damages or liabilities
            referred to in subsection (a) or (b) above (i) in such proportion as
            is appropriate to reflect the relative benefits received by the
            Company on the one hand and the Purchasers on the other from the
            offering of the Offered Securities or (ii) if the allocation
            provided by clause (i) above is not permitted by applicable law, in
            such proportion as is appropriate to reflect not only the relative
            benefits referred to in clause (i) above but also the relative fault
            of the Company and the on the one hand and the Purchasers on the
            other in connection with the statements or omissions which resulted
            in such losses, claims, damages or liabilities as well as any other
            relevant equitable considerations. The relative benefits received by
            the Company on the one hand and the Purchasers on the other shall be
            deemed to be in the same proportion as the total net proceeds from
            the offering (before deducting expenses) received by the Company
            bear to the total discounts and commissions received by the
            Purchasers from the Company under this Agreement. The relative fault
            shall be determined by reference to, among other things, whether the
            untrue or alleged untrue statement of a material fact or the
            omission or alleged omission to state a material fact relates to
            information supplied by the Company or the Purchasers and the
            parties' relative intent, knowledge, access to information and
            opportunity to correct or prevent such untrue statement or omission.
            The amount paid by an indemnified party as a result of the losses,
            claims, damages or liabilities referred to in the first sentence of
            this subsection (d) shall be deemed to include any legal or other
            expenses reasonably incurred by such indemnified party in connection
            with investigating or defending any action or claim which is the
            subject of this subsection (d). Notwithstanding the provisions of
            this subsection (d) no Purchaser shall be required to contribute any
            amount in excess of the amount by which the total price at which the
            Offered Securities purchased by it were resold exceeds the amount of
            any damages which such Purchaser has otherwise been
<PAGE>
                                                                              13

            required to pay by reason of such untrue or alleged untrue statement
            or omission or alleged omission. The Purchasers' obligations in this
            subsection (d) to contribute are several in proportion to their
            respective purchase obligations and not joint.

                        (e) The obligations of the Company under this Section
            shall be in addition to any liability which the Company or may
            otherwise have and shall extend, upon the same terms and conditions,
            to each person, if any, who controls any Purchaser within the
            meaning of the Securities Act or the Exchange Act; and the
            obligations of the Purchasers under this Section shall be in
            addition to any liability which the respective Purchasers may
            otherwise have and shall extend, upon the same terms and conditions,
            to each person, if any, who controls the Company within the meaning
            of the Securities Act or the Exchange Act.

            8. Default of Purchasers. If any Purchaser or Purchasers default in
their obligations to purchase Offered Securities hereunder on either the First
Closing Date or any Optional Closing Date and the aggregate principal amount of
Offered Securities that such defaulting Purchaser or Purchasers agreed but
failed to purchase does not exceed 10% of the total principal amount of Offered
Securities that the Purchasers are obligated to purchase on such Closing Date,
CSFBC may make arrangements satisfactory to the Company for the purchase of such
Offered Securities by other persons, including any of the Purchasers, but if no
such arrangements are made by such Closing Date, the non-defaulting Purchasers
shall be obligated severally, in proportion to their respective commitments
hereunder, to purchase the Offered Securities that such defaulting Purchasers
agreed but failed to purchase on such Closing Date. If any Purchaser or
Purchasers so default and the aggregate principal amount of Offered Securities
with respect to which such default or defaults occur exceeds 10% of the total
principal amount of Offered Securities that the Purchasers are obligated to
purchase on such Closing Date and arrangements satisfactory to CSFBC and the
Company for the purchase of such Offered Securities by other persons are not
made within 36 hours after such default, this Agreement will terminate without
liability on the part of any non-defaulting Purchaser or the Company, except as
provided in Section 9 (provided that if such default occurs with respect to
Optional Securities after the First Closing Date, this Agreement shall not
terminate as to the Firm Securities or any Optional Securities purchased prior
to such termination)]. As used in this Agreement, the term "Purchaser" includes
any person substituted for a Purchaser under this Section. Nothing herein will
relieve a defaulting Purchaser from liability for its default.

            9. Survival of Certain Representations and Obligations. The
respective indemnities, agreements, representations, warranties and other
statements of the Company or their respective officers and of the several
Purchasers set forth in or made pursuant to this Agreement will remain in full
force and effect, regardless of any investigation, or statement as to the
results thereof, made by or on behalf of the Purchasers, the Company, or any of
their respective representatives, officers or directors or any controlling
person, and will survive delivery of and payment for the Offered Securities. If
this Agreement is terminated pursuant to Section 8 or if for any reason the
purchase of the Offered Securities by the Purchasers is not consummated, the
Company shall remain responsible for the expenses to be paid or reimbursed by it
pursuant to Section 5 and the respective obligations of the Company, and the
Purchasers pursuant to Section 7 shall remain in effect and if any Offered
Securities have been purchased hereunder the representations and warranties of
Section 2 and all representations under Section 5 shall also remain in effect.
If the purchase of the Offered Securities by the Purchasers is not consummated
for any reason other than solely because of the termination of this Agreement
pursuant to Section 8 or the occurrence of any event specified in clause (C),
(D) or (E) of Section 6(d)(ii), the Company will reimburse the Purchasers for
all out-of-pocket expenses (including fees and disbursements of counsel)
reasonably incurred by them in connection with the offering of the Offered
Securities.

            10. Notices. All communications hereunder will be in writing and, if
sent to the Purchasers will be mailed, delivered or faxed and confirmed to the
Purchasers, c/o Credit Suisse First Boston Corporation, Eleven Madison Avenue,
New York, N.Y. 10010-3629, Attention: Transactions Advisory Group (fax:
212-325-4296), or, if sent to the Company, will be mailed, delivered or faxed
and confirmed to it at Skyworks Solutions Inc., 20 Sylvan Road, Woburn, MA,
01801 Attention: Paul E. Vincent (fax: (781- 824-4574); provided, however, that
any notice to any Purchaser pursuant to Section 7 will be mailed, delivered or
faxed and confirmed to such Purchaser.

            11. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the
controlling persons referred to in Section 7, and no other person will have any
right or obligation hereunder, except that holders of Offered Securities shall
be entitled to enforce the agreements for
<PAGE>
                                                                              14

their benefit contained in the second and third sentences of Section 5(b) hereof
against the Company as if such holders were parties hereto.

            12. Representations of Purchasers. You will act for the several
Purchasers in connection with the purchase, and any action under this Agreement
taken by you will be binding upon all the Purchasers.

            13. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.

            14. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAWS.

            The Company hereby submits to the non-exclusive jurisdiction of the
Federal and state courts in the Borough of Manhattan in The City of New York in
any suit or proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby.
<PAGE>
                                                                              15

            If the foregoing is in accordance with the Purchasers' understanding
of our agreement, kindly sign and return to the Company one of the counterparts
hereof, whereupon it will become a binding agreement between the Company and the
several Purchasers in accordance with its terms.

                                Very truly yours,

                                SKYWORKS SOLUTIONS, INC.

                                by /s/ David J. Alridrich
                                   -----------------------------------
                                   Name:  David J. Aldrich
                                   Title: President and Chief Executive Officer
<PAGE>
                                                                              16

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


                                     By  CREDIT SUISSE FIRST BOSTON CORPORATION

                                     by /s/ Amr A. El Shaer
                                        -----------------------------------
                                        Name:  Amr A. El Shaer
                                        Title: Director


                                        Acting on behalf of itself and as the
                                        Representative of the several Purchasers
<PAGE>
                                                                              17

                                   SCHEDULE A

<TABLE>
<CAPTION>
                      PURCHASERS                          PRINCIPAL AMOUNT
                                                        OF FIRM SECURITIES
                                                        ------------------
<S>                                                     <C>
Credit Suisse First Boston Corporation.....                $187,000,000
CIBC World Markets Corp....................                   6,500,000
U.S. Bancorp Piper Jaffray Inc.............                   6,500,000
                                                           ------------
               Total                                       $200,000,000
                                                           ============
</TABLE>
<PAGE>
                                                                              18


                                   SCHEDULE B

David J. Aldrich
Kevin D. Barber
Donald R. Beall
Moiz M. Beguwala
Dwight W. Decker
Timothy R. Furey
Liam K. Griffin
Balakrishnan S. Iyer
Thomas C. Leonard
George M. Levan
David J. McLachlan
Paul E. Vincent