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<SEC-DOCUMENT>0000950135-02-004891.txt : 20021108
<SEC-HEADER>0000950135-02-004891.hdr.sgml : 20021108
<ACCEPTANCE-DATETIME>20021108172935
ACCESSION NUMBER:		0000950135-02-004891
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	20021108
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20021108

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SKYWORKS SOLUTIONS INC
		CENTRAL INDEX KEY:			0000004127
		STANDARD INDUSTRIAL CLASSIFICATION:	SEMICONDUCTORS & RELATED DEVICES [3674]
		IRS NUMBER:				042302115
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-05560
		FILM NUMBER:		02814819

	BUSINESS ADDRESS:	
		STREET 1:		20 SYLVAN ROAD
		CITY:			WOBURN
		STATE:			MA
		ZIP:			01801
		BUSINESS PHONE:		6179355150

	MAIL ADDRESS:	
		STREET 1:		20 SYLVAN ROAD
		STREET 2:		20 SYLVAN ROAD
		CITY:			WOBURN
		STATE:			MA
		ZIP:			01801

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ALPHA INDUSTRIES INC
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>b44507swe8vk.txt
<DESCRIPTION>SKYWORKS SOLUTIONS
<TEXT>
<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                                November 6, 2002
              ----------------------------------------------------
                Date of report (Date of earliest event reported)


                            Skyworks Solutions, Inc.
              ----------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)


           Delaware                        1-5560                04-2302115
- -------------------------------     --------------------     -------------------
(State or other Jurisdiction of     (Commission File No.)      (IRS Employer
         Incorporation)                                      Identification No.)



   20 Sylvan Road, Woburn, Massachusetts                            01801
- --------------------------------------------                    -----------
  (Address of Principal Executive Offices)                       (Zip Code)


                                 (781) 935-5150
   ---------------------------------------------------------------------------
              (Registrant's telephone number, including area code)



          -------------------------------------------------------------
          (Former Name or Former Address, If Changed Since Last Report)

<PAGE>


ITEM 5.  OTHER EVENTS

     In connection with the acquisition by Skyworks Solutions, Inc. ("SKYWORKS",
f/k/a Alpha Industries, Inc.) from Conexant Systems, Inc. ("CONEXANT") of its
semiconductor assembly and test facility located in Mexicali, Mexico and assets
related thereto, Skyworks, certain of its subsidiaries, and Conexant entered
into a certain Financing Agreement, dated as of June 25, 2002 (the "FINANCING
AGREEMENT"). Pursuant to the terms of the Financing Agreement, in payment for
Conexant's semiconductor assembly and test facility in Mexicali, Skyworks, and
its new subsidiary, Conexant Systems, S.A. de C.V., issued short-term 15%
promissory notes due beginning in March, 2003 (the "PROMISSORY NOTES") to
Conexant in the aggregate principal amount of $150 million. In addition,
Conexant committed to make a short-term $100 million revolving credit facility
available to Skyworks to fund working capital and other requirements, of which
Skyworks had drawn down $65 million in principal amount as of November 6, 2002
(the "REVOLVING LOANS"). The foregoing description of the provisions of the
Financing Agreement is qualified in its entirety by reference to such agreement,
a copy of which was filed by Skyworks with the Securities and Exchange
Commission as EXHIBIT 99.1 on its Current Report on Form 8-K dated as of June
25, 2002, and such exhibit is hereby incorporated herein by reference.

     In connection with a private placement by Skyworks, anticipated to close on
November 12, 2002 (the "PRIVATE PLACEMENT") of its convertible subordinated
notes due in November 2007 (the "JUNIOR NOTES"), in the aggregate principal
amount of $230 million (inclusive of an option granted to the initial purchasers
thereof to purchase $30 million of additional principal amount, which option
Skyworks has been notified will be exercised in full), Skyworks, certain of its
subsidiaries, and Conexant have executed (i) a certain Refinancing Agreement
(the "REFINANCING AGREEMENT"), dated as of November 6, 2002, and (ii) a certain
First Amendment to the Financing Agreement (the "FIRST AMENDMENT"), dated as of
November 6, 2002. Pursuant to the Refinancing Agreement and the First Amendment,
immediately after the closing of the Private Placement, Skyworks has agreed to
pay Conexant from the proceeds of the Private Placement (i) $105 million to
prepay, in part, the Promissory Notes, leaving a principal balance of $45
million due on the Promissory Notes, (ii) $15 million to prepay, in part, the
Revolving Loans, and (iii) 50% of the net cash proceeds from the Private
Placement in excess of $160 million, which amount shall be applied to the
Revolving Loans. Skyworks presently intends to prepay the Revolving Notes in
full out of the net proceeds from the Private Placement.

     Following the prepayment of a portion of the Promissory Notes issued to
Conexant, as described above, the Promissory Notes will thereafter evidence a
principal balance due of $45 million, and will be exchanged for a new 15%
convertible debt security with an extended maturity date of June 30, 2005 (the
"MATURITY DATE"). This new convertible note (the "INTERIM CONVERTIBLE NOTE") may
be redeemed, in whole or in part, by Skyworks at any time after May 12, 2004,
subject to a redemption premium of 3% of the then outstanding principal amount
on the Interim Convertible Note. Subject to the terms of the Interim Convertible
Note, Conexant shall have the right, at its option, at any time after 60 days
from the original issuance of the Interim Convertible Note through the close of
business on the business day immediately preceding the Maturity Date to convert
the outstanding principal amount of the Interim Convertible Note (or any portion
thereof) into a number of fully paid and non-assessable shares of common stock,
par value $.25 per share (the "COMMON STOCK"), of Skyworks equal to (x) the
principal amount of the Interim Convertible Note to be so converted, divided by
(y) the applicable conversion price,


                                       2
<PAGE>


as determined pursuant to the terms of the Interim Convertible Note, as of the
date on which Conexant converts such principal amount. The initial Conversion
Price of the Interim Convertible Note is $7.87 per share, subject to adjustment.
On the Maturity Date, Skyworks must pay the principal amount of the Interim
Convertible Note then outstanding by delivery of a number of fully paid and
non-assessable shares of Common Stock equal to the principal amount of the
Interim Convertible Note outstanding on the Maturity Date divided by the
applicable conversion price as of the Maturity Date. For purposes of the Interim
Convertible Note, the "applicable conversion price" means (a) if the Current
Market Price (as defined below) is greater than or equal to the Conversion
Price, the Conversion Price, (b) if the Current Market Price is less than the
Conversion Price but greater than or equal to the Floor Price (as defined
below), the Current Market Price, and (c) if the Current Market Price is less
than the Floor Price, the Floor Price. "Current Market Price" means the average
closing price per share of the Common Stock on the ten trading days immediately
prior to, but not including, the Maturity Date or such other date on which the
Interim Convertible Note is converted into Common Stock, as the case may be. The
"Floor Price" is equal to 80% of the Conversion Price and is initially $6.2960,
subject to adjustment. Interest on the Interim Convertible Note, as well as
outstanding principal if an event of default under the Interim Convertible Note
occurs, is payable by Skyworks in cash.

     Conexant shall have the right to exchange the Interim Convertible Note (or
any portion thereof) for an equal aggregate principal amount of senior
convertible notes (the "SENIOR CONVERTIBLE NOTES") to be issued under an
Indenture for the Senior Convertible Notes to be entered into by Skyworks.

     It is expected that the interest payments on the Interim Convertible Note
and the Senior Convertible Notes will not be deductible by Skyworks for U.S.
federal income tax purposes.

     On the closing date of the Private Placement, Skyworks will enter into a
Registration Rights Agreement (the "REGISTRATION RIGHTS AGREEMENT"), which will
provide for the registration under the Securities Act of 1933, as amended, of
the resale by Conexant (or any transferee thereof) of the Senior Convertible
Notes and the shares of Common Stock underlying the Interim Convertible Note or
the Senior Convertible Notes. Skyworks will agree to maintain the registration
statement contemplated by the Registration Rights Agreement effective and
available for use by Conexant until December 31, 2005, subject to certain
limitations.

     Pursuant to the terms of the Interim Convertible Note, upon the occurrence
of a change in control, merger, liquidation or dissolution of Skyworks, Conexant
shall have the right to require that Skyworks repurchase the Interim Convertible
Note at a purchase price payable, at Skyworks' election, in either (i) cash,
(ii) shares of Common Stock, or (iii) any combination thereof equal to 100% of
the principal amount of the Interim Convertible Note on the date of purchase,
plus accrued and unpaid interest, if any, to, but not including, the date of
purchase.

     Skyworks currently intends to use net proceeds from its Private Placement
to retire the entire remaining balance of the Revolving Loans. Accordingly,
Skyworks anticipates that (i) the Revolving Loans will be extinguished, (ii) all
security interests, liens and mortgages presently held by Conexant on assets and
properties of Skyworks will be released, and (iii) the Financing Agreement will
cease to be in effect.

     The foregoing description of the provisions of the Refinancing Agreement is
qualified in its entirety by reference to such agreement, a copy of which is
filed herewith as EXHIBIT 10.1, and

                                       3

<PAGE>



such exhibit is hereby incorporated herein by reference. The foregoing
description of the provisions of the First Amendment is qualified in its
entirety by reference to such agreement, a copy of which is filed herewith as
EXHIBIT 10.2, and such exhibit is hereby incorporated herein by reference. The
foregoing description of the provisions of the Interim Convertible Note is
qualified in its entirety by reference to the form of such instrument, a copy of
which is filed herewith as EXHIBIT 10.3, and such exhibit is hereby incorporated
herein by reference.

         Skyworks and Conexant have also entered into a certain letter agreement
(the "Letter Agreement") that amends the Tax Allocation Agreement dated as of
June 25, 2002 by and among Conexant, Skyworks and Washington Sub, Inc.,
formerly a wholly-owned subsidiary of Conexant (the "Tax Allocation
Agreement"). Skyworks' indemnification obligations under the Tax Allocation
Agreement have been limited by the Letter Agreement to a reduced set of
circumstances that could trigger such indemnification. However, the Tax
Allocation Agreement continues to provide that Skyworks will be responsible for
various other tax obligations and for compliance with various representations
and covenants made under the Tax Allocation Agreement.

         The foregoing description of the provisions of the Letter Agreement is
qualified in its entirety by reference to such agreement, a copy of which is
filed herewith as EXHIBIT 10.4, and such exhibit is hereby incorporated herein
by reference.

         On November 6, 2002, Skyworks issued a press release entitled "Skyworks
Restructures Debt with Conexant", which further describes the transactions
described herein. A copy of the press release is filed herewith as EXHIBIT 99.1,
and such exhibit is hereby incorporated herein by reference.



ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

      (c)  Exhibits.
           --------

           EXHIBIT NO.      DESCRIPTION
           -----------      -----------

             10.1           Refinancing Agreement dated as of November 6, 2002
                            by and among Skyworks Solutions, Inc. (f/k/a Alpha
                            Industries, Inc.), Certain of its Subsidiaries and
                            Conexant Systems, Inc.

             10.2           First Amendment of Financing Agreement dated as of
                            November 6, 2002 by and among Skyworks Solutions,
                            Inc., Certain of its Subsidiaries and Conexant
                            Systems, Inc.

             10.3           Form of 15% Convertible Note

             10.4           Letter Agreement dated as of November 6, 2002 by and
                            between Skyworks Solutions, Inc. and Conexant
                            Systems, Inc.

             99.1           Press Release dated as of November 6, 2002, entitled
                            "Skyworks Restructures Debt with Conexant"


            [The remainder of this page is intentionally left blank.]


                                       4

<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                   SKYWORKS SOLUTIONS, INC.


Date:  November 8, 2002            By: /s/ David J. Aldrich
                                       ---------------------------------------
                                       David J. Aldrich
                                       President and Chief Executive Officer




                                       5

<PAGE>



                                  EXHIBIT INDEX



EXHIBIT NO.   DESCRIPTION
- -----------   -----------

   10.1       Refinancing Agreement dated as of November 6, 2002 by and among
              Skyworks Solutions, Inc. (f/k/a Alpha Industries, Inc.), Certain
              of its Subsidiaries and Conexant Systems, Inc.

   10.2       First Amendment of Financing Agreement dated as of November 6,
              2002 by and among Skyworks Solutions, Inc. (f/k/a Alpha
              Industries, Inc.), Certain of its Subsidiaries and Conexant
              Systems, Inc.

   10.3       Form of 15% Convertible Note

   10.4       Letter Agreement dated as of November 6, 2002 by and between
              Skyworks Solutions, Inc. and Conexant Systems, Inc.

   99.1       Press Release dated as of November 6, 2002, entitled "Skyworks
              Restructures Debt with Conexant"



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>b44507swexv10w1.txt
<DESCRIPTION>REFINANCING AGREEMENT DATED 6-NOV-2002
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.1

                              REFINANCING AGREEMENT


         AGREEMENT dated as of November 6, 2002 between Conexant Systems, Inc.,
a Delaware corporation ("CONEXANT"), and Skyworks Solutions, Inc., a Delaware
corporation formerly known as Alpha Industries, Inc. ("SKYWORKS").

                             PRELIMINARY STATEMENTS

         A.       Skyworks proposes to issue Junior Notes (as defined below) in
an aggregate principal amount of not less than $160 million.

         B.       Skyworks proposes to apply a portion of the proceeds of the
issuance of such Junior Notes to indebtedness owing by it to Conexant under the
Financing Agreement (as defined below).

         C.       Skyworks also proposes to issue Senior Convertible Notes (as
defined below) to Conexant in exchange for indebtedness outstanding under the
Financing Agreement.

                                    SECTION 1

                      DEFINED TERMS; RULES OF CONSTRUCTION

1.1      DEFINED TERMS. In this Agreement, terms defined in Exhibit A shall have
the meanings set forth therein, terms defined in the preamble, preliminary
statements or other sections of this Agreement shall have the meanings set forth
therein, and capitalized terms used but not otherwise defined in this Agreement
which are defined in the Financing Agreement shall have the meanings set forth
in the Financing Agreement.

1.2      RULES OF CONSTRUCTION. The rules of construction set forth in Exhibit A
shall apply to this Agreement.

                                    SECTION 2

                                   REFINANCING

2.1      REPAYMENT OF NOTES. Subject to the terms and conditions of this
Agreement, immediately after the closing of the issuance and sale of Junior
Notes by Skyworks on the Closing Date, Skyworks shall make the following
payments to Conexant:

         2.1.1    an amount equal to:

                           (A) if the aggregate purchase price payable to
                           Skyworks for the Junior Notes minus the sum of (1)
                           $120 million plus (2)





<PAGE>

                           50% of the amount payable by Skyworks as commissions,
                           discounts, underwriting or placement fees in
                           connection with the sale of the Junior Notes (the
                           "SPREAD") is less than $40 million, then $105 million
                           minus 50% of the Spread, or

                           (B) otherwise, $105 million,

                  which amount shall be applied by Conexant as a prepayment or
                  repayment of Acquisition Notes; plus

         2.1.2    $15 million, which amount shall be applied by Conexant as a
                  repayment of principal of Revolving Loans; plus

         2.1.3    if the Net Cash Proceeds from the sale of Junior Notes exceeds
                  $160 million, an amount equal to 50% of the Net Cash Proceeds
                  in excess of $160 million, which amount shall be applied by
                  Conexant as a repayment of principal of Revolving Loans.

2.2      EXCHANGE OF INTERIM CONVERTIBLE NOTES. Subject to the terms and
conditions of this Agreement, immediately after the payments required by Section
2.1 have been made, Interim Convertible Notes shall be exchanged for Acquisition
Notes as follows:

         2.2.1    Skyworks shall authorize, execute, issue and deliver to
                  Conexant Interim Convertible Notes, dated the Closing Date, in
                  an aggregate principal amount equal to the aggregate principal
                  amount of the Acquisition Notes then outstanding (after giving
                  effect to the prepayment made pursuant to Section 2.1) in
                  exchange for Acquisition Notes delivered by Conexant in
                  accordance with Section 2.2.2.

         2.2.2    Conexant shall deliver to Skyworks, against receipt of Interim
                  Convertible Notes as provided in Section 2.2.1, all of the
                  Acquisition Notes, marked "Paid in Full."

         2.2.3    Conexant and Skyworks agree that the exchange contemplated by
                  this Section 2.2 shall be made in a manner that will not
                  require registration under the Securities Act.

2.3      SENIOR CONVERTIBLE NOTES. Subject to the terms and conditions of this
Agreement, promptly and in any event no later than ten days after the Closing
Date, Skyworks shall authorize, execute and deliver the Indenture and the other
Senior Note Documentation (other than Senior Convertible Notes) and, thereafter,
promptly after any demand by Conexant in accordance with Section 9 of the
Interim Convertible Notes, shall issue, execute and deliver to Conexant Senior
Convertible Notes in exchange for Interim Convertible Notes, as follows:



<PAGE>

         2.3.1    Skyworks shall issue Senior Convertible Notes, dated the
                  Closing Date, in an aggregate principal amount equal to the
                  aggregate principal amount of Interim Convertible Notes to be
                  exchanged.

         2.3.2    Conexant shall deliver to Skyworks, against receipt of the
                  Senior Convertible Notes as provided in Section 2.3.1, the
                  Interim Convertible Notes to be exchanged, marked "Paid in
                  Full."

         2.3.3    Conexant and Skyworks agree that the exchange contemplated by
                  this Section 2.3 shall be made in a manner that will not
                  require registration under the Securities Act.

2.4      ADDITIONAL SENIOR CONVERTIBLE NOTES. Subject to the terms and
conditions of this Agreement, Skyworks shall have the right to repay a portion
of the aggregate principal amount of Revolving Loans outstanding after the
payments provided for in Section 2.1 by issuing additional Senior Convertible
Notes as follows:

         2.4.1    If at any time the aggregate outstanding principal amount of
                  Revolving Loans is less than $20 million (after giving effect
                  to any repayment provided in Section 2.1) as a result of
                  repayments made in dollars, and Skyworks elects to terminate
                  the entire Commitment and the Financing Agreement, Skyworks
                  shall repay the entire principal amount of Revolving Loans
                  then outstanding and may elect to make such repayment by
                  authorizing, executing, issuing and delivering to Conexant
                  Senior Convertible Notes in an aggregate principal amount
                  equal to the entire principal amount of Revolving Loans then
                  outstanding.

         2.4.2    Upon such repayment of principal, issuance of such Senior
                  Convertible Notes, and repayment, in dollars, of all accrued
                  interest and fees and all other amounts due and owing under
                  the Financing Agreement to the date of repayment, the
                  Commitment shall terminate, the Termination Date shall occur,
                  no Loans shall be deemed outstanding under the Financing
                  Agreement, Conexant shall deliver any Revolving Note marked
                  "Paid in Full" and the provisions in Section 9.6 of the
                  Financing Agreement shall apply.

         2.4.3    Conexant and Skyworks agree that the exchange contemplated by
                  this Section 2.4 shall be made in a manner that will not
                  require registration under the Securities Act.





<PAGE>

                                    SECTION 3

                                  AMENDMENT OF
                               FINANCING AGREEMENT

3.1      AMENDMENT OF FINANCING AGREEMENT. Subject to the terms and conditions
of this Agreement and the Amendment, on the Closing Date, the Financing
Agreement shall be amended, effective as of the Closing Date, as set forth in
the Amendment, which shall be executed and delivered by the parties thereto.

3.2      REGISTRATION RIGHTS AGREEMENT. Subject to the terms and conditions of
this Agreement, on the Closing Date, Skyworks and Conexant shall execute and
deliver the Registration Rights Agreement.

                                    SECTION 4

                              CONDITIONS PRECEDENT

4.1      CONDITIONS TO EFFECTIVENESS OF THIS AGREEMENT. This Agreement shall
become effective on the date that each of the following conditions shall have
been satisfied (or waived in accordance with Section 6.2):

         4.1.1    This Agreement shall have been signed by each of the parties
                  hereto.

         4.1.2    Skyworks shall have executed and delivered an agreement for
                  the sale of the Junior Notes on the terms and conditions set
                  forth in the Junior Note Documentation.

4.2      CONDITIONS PRECEDENT TO EXCHANGES. Conexant's obligation to exchange
the Revolving Note for Senior Convertible Notes pursuant to Section 2.4 shall be
subject to satisfaction of the following conditions precedent:

         4.2.1    Each of the conditions set forth in Section 4.1 shall be
                  satisfied as of the date of the exchange.

         4.2.2    The Senior Note Documentation shall have become effective.

         4.2.3    No event which, with notice, lapse of time or both, would
                  cause or permit any Senior Convertible Note to become or be
                  declared due and payable prior to its stated maturity shall
                  have occurred and be continuing as of the date of such
                  exchange.

         4.2.4    The money repayment required by Section 2.4.1 shall be funded
                  from sources other than Conexant and shall represent all of
                  the Net Cash Proceeds to Skyworks from any related Asset
                  Sales, financing, capital raising or other transactions, in
                  each case permitted under the terms of the


<PAGE>

                  Financing Agreement, up to the aggregate principal amount of
                  the Revolving Loans.

         4.2.5    All accrued interest, fees or other amounts due and payable
                  under the Financing Agreement, through the date of such
                  exchange, shall have been paid in full, in dollars.

                                    SECTION 5

                         REPRESENTATIONS AND WARRANTIES

5.1      CONEXANT REPRESENTATIONS. Conexant represents and warrants to Skyworks
as follows:

         5.1.1    Conexant (i) is duly organized and validly existing under the
                  laws of Delaware, (ii) is in good standing under such laws,
                  and (iii) has full power and authority to execute, deliver and
                  perform its obligations under, the Refinancing Documents.

         5.1.2    Conexant's execution, delivery, and performance of the
                  Refinancing Documents have not resulted, and will not result,
                  in a breach or violation of any provision of (i) Conexant's
                  organizational documents, (ii) any statute, law, writ, order,
                  rule or regulation of any Governmental Authority applicable to
                  Conexant, (iii) any judgment, injunction, decree or
                  determination applicable to Conexant, or (iv) any contract,
                  indenture, mortgage, loan agreement, note, lease or other
                  instrument by which Conexant may be bound or to which any of
                  the assets of Conexant are subject, in each case, other than
                  any breach or violation that would not adversely affect the
                  ability of Conexant to perform its obligations under the
                  Refinancing Documents.

         5.1.3    Each of the Refinancing Documents (other than the Interim
                  Convertible Notes and the Senior Note Documentation) (i) has
                  been duly and validly authorized, executed and delivered by
                  Conexant, and (ii) is the legal, valid and binding obligation
                  of Conexant, enforceable against Conexant in accordance with
                  its terms, except that such enforceability may be limited by
                  bankruptcy, insolvency or other similar laws of general
                  applicability affecting the enforcement of creditors' rights
                  generally and by the court's discretion in relation to
                  equitable remedies.

         5.1.4    No notice to, registration with, consent or approval of, or
                  any other action by, any relevant Governmental Authority or
                  other entity is or will be required for Conexant to execute,
                  deliver and perform its obligations under the Refinancing
                  Documents.

<PAGE>

         5.1.5    No commission or other remuneration has been paid or given
                  directly or indirectly by Conexant in connection with or for
                  soliciting the exchanges contemplated by Section 2 of this
                  Agreement. Conexant has not engaged any broker, finder or
                  banker (other than Credit Suisse First Boston) in connection
                  with the transactions contemplated by this Agreement, and
                  Skyworks has no liability for any amounts payable as fees or
                  expenses of Credit Suisse First Boston for services rendered
                  to Conexant in connection with such transactions.

5.2      SKYWORKS REPRESENTATIONS. Skyworks represents and warrants to Conexant
as follows:

         5.2.1    Skyworks (i) is duly organized and validly existing under the
                  laws of Delaware, (ii) is in good standing under such laws,
                  and (iii) has full power and authority to execute, deliver and
                  perform its obligations under, the Refinancing Documents.

         5.2.2    Skyworks' execution, delivery, and performance of the
                  Refinancing Documents have not resulted, and will not result,
                  in a breach or violation of any provision of (i) Skyworks'
                  organizational documents, (ii) any statute, law, writ, order,
                  rule or regulation of any Governmental Authority applicable to
                  Skyworks, (iii) any judgment, injunction, decree or
                  determination applicable to Skyworks, or (iv) any contract,
                  indenture, mortgage, loan agreement, note, lease or other
                  instrument by which Skyworks may be bound or to which any of
                  the assets of Skyworks are subject, in each case, other than
                  any breach or violation that would not adversely affect the
                  ability of Skyworks to perform its obligations under the
                  Refinancing Documents.

         5.2.3    Each of the Refinancing Documents (other than the Senior Note
                  Documentation) (i) has been duly and validly authorized,
                  executed, and delivered by Skyworks, and (ii) is the legal,
                  valid, and binding obligation of Skyworks, enforceable against
                  Skyworks in accordance with its terms, except that such
                  enforceability may be limited by bankruptcy, insolvency or
                  other similar laws of general applicability affecting the
                  enforcement of creditors' rights generally and by the court's
                  discretion in relation to equitable remedies.

         5.2.4    No notice to, registration with, consent or approval of, or
                  any other action by, any relevant Governmental Authority or
                  other entity is or will be required for Skyworks to execute,
                  deliver and perform its obligations under the Refinancing
                  Documents, other than the filings contemplated by the
                  Registration Rights Agreement.


<PAGE>

         5.2.5    No commission or other remuneration has been paid or given
                  directly or indirectly by Skyworks in connection with or for
                  soliciting the exchanges contemplated by Section 2 of this
                  Agreement. Skyworks has not engaged any broker, finder or
                  banker (other than Credit Suisse First Boston and Goldman
                  Sachs & Company) in connection with the transactions
                  contemplated by this Agreement, and Conexant has no liability
                  for any amounts payable as fees or expenses of Credit Suisse
                  First Boston or Goldman Sachs & Company for services rendered
                  to Skyworks in connection with such transactions.

         5.2.6    The Conexant Notes when issued and delivered will be validly
                  authorized and issued, and legal, valid and binding
                  obligations of Skyworks, enforceable against Skyworks in
                  accordance with the respective terms of the Conexant Notes,
                  except that such enforceability may be limited by bankruptcy,
                  insolvency or other similar laws of general applicability
                  affecting the enforcement of creditors' rights generally and
                  by the court's discretion in relation to equitable remedies.

         5.2.7    The Junior Note Documentation and the Senior Note
                  Documentation, when executed and delivered will be, validly
                  authorized, duly executed and delivered and legal, valid and
                  binding obligations of Skyworks, enforceable against Skyworks
                  in accordance with the respective terms of the Junior Note
                  Documentation and the Senior Note Documentation, except that
                  such enforceability may be limited by bankruptcy, insolvency
                  or other similar laws of general applicability affecting the
                  enforcement of creditors' rights generally and by the court's
                  discretion in relation to equitable remedies.

         5.2.8    The Indenture, when executed and delivered, will comply with
                  the requirements under the TIA.

         5.2.9    The offer, sale and exchange of Interim Convertible Notes
                  pursuant to this Agreement is, and the offer, sale and
                  exchange of Senior Convertible Notes pursuant to the Senior
                  Note Documentation will be, exempt from the registration
                  requirements of the Securities Act.

         5.2.10   The Interim Convertible Notes, when issued and delivered, will
                  be entitled to the benefits of the collateral security and
                  guaranties provided in the Financing Agreement.

         5.2.11   Skyworks is, and after giving effect to each of the
                  transactions contemplated by this Agreement, the Junior Note
                  Documentation and the Senior Note Documentation will be,
                  Solvent.

<PAGE>

         5.2.12   The representations and warranties made by Skyworks in the
                  Junior Note Documentation are accurate and complete and are
                  hereby made to Conexant as if set forth verbatim in this
                  Agreement.

                                    SECTION 6

                                  MISCELLANEOUS

6.1      NOTICES. All notices and other communications required or permitted
hereunder shall be in writing and shall be deemed to have been sufficiently
given to any party hereto if personally delivered or if sent by telegram,
facsimile, telecopy or telex, or by registered or certified mail, return receipt
requested, or by recognized courier service, postage or other charges prepaid,
addressed as follows:

         6.1.1    If to Skyworks:

                           Skyworks Solutions, Inc.
                           20 Sylvan Road
                           Woburn, MA  01801
                           Fax: (617) 824-4426
                           Attention: Paul E. Vincent
                                      Chief Financial Officer

                           with a copy to (not effective for purposes of
                           notice):

                           Skyworks Solutions, Inc.
                           20 Sylvan Road
                           Woburn, MA  01801
                           Fax:  (617) 824-4564
                           Attention:    General Counsel

         6.1.2    If to Conexant:

                           Conexant Systems, Inc.
                           4311 Jamboree Road
                           Newport Beach, CA  92660-3095
                           Fax: (949) 483-6388
                           Attention: Dennis E. O'Reilly
                                      Senior Vice President, General Counsel
                                      and Secretary


<PAGE>

                           with a copy to (not effective for purposes of
                           notice):

                           Chadbourne & Parke LLP
                           30 Rockefeller Plaza
                           New York, New York 10112
                           Fax: (212) 541-5369
                           Attention: Peter R. Kolyer, Esq.


or to such other address as may be specified from time to time by Skyworks or
Conexant on notice to the other party. Such notice or communication will be
deemed to have been given as of the date so personally delivered, telegraphed,
telecopied, telexed, mailed or sent by courier.

6.2      WAIVER; AMENDMENT. None of the terms and conditions of this Agreement
may be changed, waived, modified or varied in any manner whatsoever unless in
writing duly signed by each party directly affected thereby.

6.3      SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon each party
and its successors and assigns and shall inure to the benefit of Conexant and
its successors and assigns.

6.4      GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.

6.5      COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts and by
facsimile, each of which when so executed and delivered shall be an original,
but all of which shall together constitute one and the same instrument.

6.6      SEVERABILITY. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

6.7      JURISDICTION; CONSENT TO SERVICE OF PROCESS.

         6.7.1    NEW YORK COURTS. Each party to this Agreement hereby
                  irrevocably and unconditionally submits, for itself and its
                  property, to the nonexclusive jurisdiction of any New York
                  State court or Federal court of the United States of America
                  sitting in New York City, and any appellate court from any
                  thereof, in any action or proceeding arising out of or
                  relating to this Agreement, or for recognition or enforcement
                  of any judgment, and each of the parties hereto hereby
                  irrevocably and unconditionally agrees that all


<PAGE>

                  claims in respect of any such action or proceeding may be
                  heard and determined in such New York State or, to the extent
                  permitted by law, in such Federal court. Each of the parties
                  hereto agrees that a final judgment in any such action or
                  proceeding shall be conclusive and may be enforced in other
                  jurisdictions by suit on the judgment or in any other manner
                  provided by law. Nothing in this Agreement shall affect any
                  right that Conexant may otherwise have to bring any action or
                  proceeding relating to this Agreement against any party or its
                  properties in the courts of any other jurisdiction.

         6.7.2    VENUE. Each party hereby irrevocably and unconditionally
                  waives, to the fullest extent it may legally and effectively
                  do so, any objection that it may now or hereafter have to the
                  laying of venue of any suit, action or proceeding arising out
                  of or relating to this Agreement in any New York State or
                  Federal court located in New York City. Each party hereby
                  irrevocably waives, to the fullest extent permitted by law,
                  the defense of an inconvenient forum to the maintenance of
                  such action or proceeding in any such court.

         6.7.3    SERVICE OF PROCESS. Each party irrevocably consents to service
                  of process in the manner provided for notices in Section 6.1.
                  Nothing in this Agreement will affect the right of any party
                  to this Agreement to serve process in any other manner
                  permitted by law.

6.8      WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN
CONNECTION WITH, THIS AGREEMENT OR THE OTHER FINANCING DOCUMENTS. EACH PARTY
HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT AND THE OTHER REFINANCING DOCUMENTS, AS APPLICABLE, BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.8.

6.9      ENTIRE AGREEMENT. This Agreement and the other Refinancing Documents
embody the entire agreement and understanding between the parties and supersede
all prior agreements and understandings between such parties relating to the
subject matter hereof and thereof.

6.10     NO THIRD-PARTY BENEFICIARIES. This Agreement shall be binding on and
inure solely to the benefit of each party hereto and their permitted successors
and assigns and


<PAGE>

the Indemnitees, and nothing in this Agreement, express or implied, is intended
to or shall confer upon any other person any right, benefit or remedy of any
nature whatsoever under or by reason of this Agreement.

6.11     TERMINATION. This Agreement shall terminate and have no further force
or effect if the closing of the issuance and sale of Junior Notes has not been
consummated on or before November 13, 2002.

6.12     EXCULPATION. There can be no assurances that Skyworks will be able to
consummate the issuance of the Junior Notes and, anything herein to the contrary
notwithstanding, Skyworks shall have no liability whatsoever in the event that
the issuance of the Junior Notes is not consummated.

6.13     EXPENSES. Each party hereto shall pay its own costs and expenses
incurred in connection with this Agreement and the transactions contemplated
hereby.

                (remainder of this page intentionally left blank)



<PAGE>


              IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed and delivered by their duly authorized officers as of the date
first above written.

                                    CONEXANT SYSTEMS, INC.

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


                                    SKYWORKS SOLUTIONS, INC.

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



<PAGE>

                                                                       EXHIBIT A



                                   DEFINITIONS


1.1      DEFINED TERMS. The following terms shall have the meanings set forth
below:

         "ACQUISITION NOTES" has the meaning set forth in the Financing
Agreement.

         "AGREEMENT" means this Refinancing Agreement and all Exhibits and
Schedules.

         "AMENDMENT" means the First Amendment of the Financing Agreement in the
form annexed as Exhibit B.

         "CLOSING DATE" means November 12, 2002 or such other date as shall be
mutually agreed by Conexant and Skyworks.

         "CONEXANT NOTES" means the Interim Convertible Notes and the Senior
Convertible Notes issued by Skyworks to Conexant, individually and collectively.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the SEC promulgated thereunder.

         "FINANCING AGREEMENT" means the Financing Agreement dated as of June
25, 2002 among Conexant, Skyworks (formerly known as Alpha Industries, Inc.) and
certain subsidiaries of Skyworks.

         "INDENTURE" means the indenture for the Senior Convertible Notes, to be
agreed by Conexant and Skyworks prior to the Closing Date and annexed as Exhibit
C, appropriately completed.

         "INTERIM CONVERTIBLE NOTES" means promissory notes of Skyworks,
substantially in the form annexed as Exhibit D, appropriately completed in
conformity herewith, with such changes therein as may be approved by Conexant
and Skyworks.

         "JUNIOR NOTE DOCUMENTATION" means the Junior Notes and any indenture,
purchase agreement, subscription agreement, registration rights agreement,
certificate or other instrument governing, representing or setting forth the
terms and conditions of, or the authorization, issuance, offer and sales of,
Junior Notes.

         "JUNIOR NOTES" means 4.75% convertible subordinated notes of Skyworks
due November 2007, individually and collectively.

         "NET CASH PROCEEDS" means with respect to any creation or incurrence of
Indebtedness or issuance or sale of capital stock of Skyworks or its
subsidiaries, the cash

<PAGE>

proceeds thereof, net of all taxes and customary fees, commissions, costs and
other expenses (including reasonable broker's fees or commissions, legal fees,
accounting fees, investment banking fees and other professional fees, and
underwriter's discounts and commissions) incurred in connection therewith.

         "REFINANCING DOCUMENTS" means this Agreement, the Amendment, the
Interim Convertible Notes, the Registration Rights Agreement, and the Senior
Note Documentation, individually and collectively.

         "REGISTRATION RIGHTS AGREEMENT" shall mean the Registration Rights
Agreement to be agreed by Conexant and Skyworks prior to the Closing Date and
annexed as Exhibit E, appropriately completed, which shall contain substantially
the same terms and conditions as the registration rights agreement for the
Junior Notes, except that the registration thereunder shall (i) cover the Senior
Convertible Notes and the common stock of Skyworks into which any Conexant Notes
may be converted (the "REGISTRABLE SECURITIES") and (ii) be continuously
effective for the period commencing not later than 90 days after the Closing
Date and ending December 31, 2005 (subject to the limitations, black-out periods
and other suspensions set forth therein).

         "SEC" means the Securities and Exchange Commission.

         "SECURITIES ACT" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated by the SEC thereunder.

         "SENIOR CONVERTIBLE NOTES" means any promissory note of Skyworks issued
pursuant to the Indenture.

         "SENIOR NOTE DOCUMENTATION" means the Senior Convertible Notes, the
Indenture and any purchase agreement, subscription agreement, certificate or
other instrument governing, representing or setting forth the terms and
conditions of, or the authorization, issuance, offer and sales of, the Senior
Convertible Notes, the Registration Rights Agreement, in each case, in form and
substance reasonably satisfactory to Conexant and Skyworks (it being understood
that the terms of the Senior Convertible Notes will be similar in all material
respects to the terms of the Interim Convertible Notes, with such changes as may
be appropriate under the circumstances, including those relating to the Trustee,
the Indenture, and the benefits of the Registration Rights Agreement).

         "TIA" means the Trust Indenture Act of 1939, as amended.

         "TRUSTEE" means the Trustee under the Indenture.

1.2      RULES OF CONSTRUCTION. The definitions of terms herein shall apply
equally to the singular and plural forms of the terms defined. Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase


<PAGE>

"without limitation". The word "will" shall be construed to have the same
meaning and effect as the word "shall". Unless the context requires otherwise
(a) any definition of or reference to any agreement, instrument or other
document herein shall be construed as referring to such agreement, instrument or
other document as from time to time amended, supplemented or otherwise modified
(subject to any restrictions on such amendments, supplements or modifications
set forth herein), (b) any reference herein to any person shall be construed to
include such person's successors and assigns (subject to any restrictions on
such assignments set forth herein), (c) the words "herein", "hereof" and
"hereunder", and words of similar import shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all
references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement, (e) the words "asset" and "property" shall be construed to have
the same meaning and effect and to refer to any and all tangible and intangible
assets and properties, and (f) any reference to any law, rule or regulation
shall be construed to mean that law, rule or regulation as amended and in effect
from time to time. Each covenant in this Agreement shall be given independent
effect, and the fact that any act or omission may be permitted by one covenant
and prohibited or restricted by any other covenant (whether or not dealing with
the same or similar events) shall not be construed as creating any ambiguity,
conflict or other basis to consider any matter other than the express terms
hereof in determining the meaning or construction of such covenants and the
enforcement thereof in accordance with their respective terms.

1.3      ACCOUNTING TERMS; GAAP. Except as otherwise expressly provided herein,
all terms of an accounting or financial nature shall be construed in accordance
with GAAP, as in effect from time to time.

1.4      HEADINGS DESCRIPTIVE. The headings of the several Sections are inserted
for convenience only and shall not in any way affect the meaning or construction
of any provision of this Agreement.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>b44507swexv10w2.txt
<DESCRIPTION>FIRST AMENDMENT OF FINANCING AGREEMENT  6-NOV-2002
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.2

                                 FIRST AMENDMENT
                               FINANCING AGREEMENT

         AGREEMENT dated as of November 6, 2002 among Conexant Systems, Inc., a
Delaware corporation ("CONEXANT"), Skyworks Solutions, Inc., a Delaware
corporation formerly known as Alpha Industries, Inc. ("SKYWORKS"), and the
subsidiaries of Skyworks that are parties to the Financing Agreement referred to
below ("SKYWORKS SUBSIDIARIES").

                             PRELIMINARY STATEMENTS

A.       Conexant, Skyworks and the Skyworks Subsidiaries are parties to a
Financing Agreement dated as of June 25, 2002 (the "FINANCING AGREEMENT").

B.       Conexant and Skyworks are parties to a Refinancing Agreement dated as
of November 6, 2002 (the "REFINANCING AGREEMENT").

C.       The Refinancing Agreement provides for the Financing Agreement to be
amended as set forth in this Agreement.

                                    SECTION 1

                      DEFINED TERMS; RULES OF CONSTRUCTION

1.1      DEFINED TERMS. In this Agreement, terms defined in the preamble,
preliminary statements or other sections of this Agreement shall have the
meanings set forth therein, and capitalized terms used but not otherwise defined
in this Agreement which are defined in the Refinancing Agreement or the
Financing Agreement shall have the meanings set forth in the Refinancing
Agreement or the Financing Agreement.

1.2      RULES OF CONSTRUCTION. The rules of construction set forth in Exhibit A
to the Financing Agreement shall apply to this Agreement.

                                    SECTION 2

                                   AMENDMENTS

2.1      COMMITMENT REDUCTION. Section 2.1.1.2 of the Financing Agreement is
amended and restated to read in its entirety as follows:

                  "2.1.1.2 COMMITMENT AMOUNT. The Commitment shall be
                  $50,000,000, subject to reduction and termination as provided
                  in Section 2.1.1.3 (the "COMMITMENT")."

<PAGE>

2.2      ACQUISITION NOTES.

         2.2.1    AMENDMENT OF SECTION 2.2. Section 2.2 of the Financing
                  Agreement is amended and restated to read in its entirety as
                  follows:

                  "2.2     INTERIM CONVERTIBLE NOTES. Each of the Interim
                  Convertible Notes issued pursuant to the Refinancing Agreement
                  shall be:

                           2.2.1    an Alpha Note, an Alpha Obligation and a
                                    Note for all purposes of this Agreement;

                           2.2.2    entitled to the benefit of the guaranties
                                    set forth in Section 3 of this Agreement;
                                    and

                           2.2.3    an Obligation secured by the security
                                    interest granted in Section 4 of this
                                    Agreement and by each of the other Security
                                    Documents."

         2.2.2    REFERENCES TO ACQUISITION NOTES. Each reference in the
                  Financing Agreement to "Acquisition Notes" shall be deleted.

2.3      MANDATORY PREPAYMENTS OF ACQUISITION NOTES. Sections 2.1.5.4 and
         2.1.5.5 of the Financing Agreement are amended and restated to read in
         their entirety as follows:

                  "2.1.5.4 MANDATORY PREPAYMENTS; RELEVANT TRANSACTIONS. In
                  addition to any other mandatory prepayments or commitment
                  reductions required pursuant to this Agreement, not later than
                  one Business Day after Alpha receives any Net Cash Proceeds
                  from any Relevant Transaction, Alpha shall apply all of the
                  Net Cash Proceeds of such Relevant Transaction to prepay
                  Revolving Loans then outstanding (whereupon the Commitment
                  shall be reduced as provided in Section 2.1.1.3).
                  Notwithstanding the foregoing, Alpha may retain that portion
                  of the Net Cash Proceeds of such Relevant Transaction as may
                  be required to assure that the amount of Available Cash is not
                  less than $60,000,000; provided that nothing herein shall
                  permit Alpha to retain any amount of Available Cash in excess
                  of $60,000,000 after the Excess Cash Payment Date immediately
                  following the receipt of such Net Cash Proceeds; and provided,
                  that this Section shall not apply to the proceeds of the sale
                  of Junior Notes which Skyworks is permitted to retain under
                  Section 3.1 of the First Amendment."

                  "2.1.5.5 MANDATORY PREPAYMENTS; EXCESS CASH. In addition to
                  any other mandatory prepayments or commitment reductions
                  required pursuant to this Agreement, on each Excess Cash
                  Payment Date following July 31, 2002, Alpha shall apply an
                  amount equal to all Excess Cash to


<PAGE>

                  prepay Revolving Loans then outstanding (whereupon the
                  Commitment shall be reduced as provided in Section 2.1.1.3);
                  and provided, that this Section shall not apply to the
                  proceeds of the sale of Junior Notes which Skyworks is
                  permitted to retain under Section 3.1 of the First Amendment."

2.4      DEFINED TERMS.

         2.4.1    AMENDMENT OF EXHIBIT A. Exhibit A of the Financing Agreement
                  is amended as follows:

                  2.4.1.1  Each of the following defined terms is deleted:

                           2.4.1.1.1  Acquisition Notes
                           2.4.1.1.2  Eligible Receivables, including Schedule I
                           2.4.1.1.3  Reserve.

                  2.4.1.2  The term "Alpha Notes" is amended and restated to
                           read in its entirety as follows:

                           "ALPHA NOTES" shall mean the Interim Convertible
                           Notes.

                  2.4.1.3  The term "Commitment" is added in the appropriate
                           alphabetical order and defined as follows:

                           "COMMITMENT" shall have the meaning set forth in
                           Section 2.1.1.2.

                  2.4.1.4  The term "Financing Documents" is amended and
                           restated to read in its entirety as follows:

                           "FINANCING DOCUMENTS" shall mean this Agreement, the
                           First Amendment, the Security Documents, any
                           Financing Agreement Supplement, the Interim
                           Convertible Notes, the Revolving Note, the Mexicali
                           Note, the Closing Certificate, any Compliance
                           Certificate, and any other document, instrument or
                           certificate required by this Agreement or any
                           Security Document to be delivered to Conexant by or
                           on behalf of any Obligor, individually and
                           collectively.

                  2.4.1.5  The term "First Amendment" is added in the
                           appropriate alphabetical order and defined as
                           follows:

                           "FIRST AMENDMENT" shall mean the First Amendment of
                           Financing Agreement dated as of November 6, 2002.


<PAGE>

                  2.4.1.6  The term "Interim Convertible Note" is added in the
                           appropriate alphabetical order and defined as
                           follows:

                           "INTERIM CONVERTIBLE NOTES" shall have the meaning
                           set forth in the Refinancing Agreement.

                  2.4.1.7  The term "Junior Convertible Notes" is added in the
                           appropriate alphabetical order and defined as
                           follows:

                           "JUNIOR NOTES" shall have the meaning set forth in
                           the Refinancing Agreement.

                  2.4.1.8  The term "Notes" is amended and restated to read in
                           its entirely as follows:

                           "NOTES" shall mean the Interim Convertible Notes and
                           the Revolving Note, if issued, individually and
                           collectively.

                  2.4.1.9  The term "Refinancing Agreement" is added in the
                           appropriate alphabetical order and defined as
                           follows:

                           "REFINANCING AGREEMENT" shall mean the Refinancing
                           Agreement dated as of November 6, 2002 by and among
                           Conexant and Alpha.

                  2.4.1.10 The term "Senior Convertible Notes" is added in the
                           appropriate alphabetical order and defined as
                           follows:

                           "SENIOR CONVERTIBLE NOTES" shall have the meaning set
                           forth in the Refinancing Agreement.

2.5      COVENANT AMENDMENTS.

         2.5.1    AMENDMENT OF SECTION 7.8. Section 7.8 of the Financing
                  Agreement is amended by adding, at the end thereof, the
                  following:

                  "(h)     a sale and leaseback disposition of Skyworks'
                           facilities located in Woburn, Massachusetts,
                           Mexicali, Mexico and Newbury Park, California may be
                           made where:

                           (1)      the consideration received consists entirely
                                    of cash; and

                           (2)      the Net Cash Proceeds of which (x) are at
                                    least equal to 75% of the book value of such
                                    assets, as shown on the consolidated balance
                                    sheet of Alpha for the fiscal quarter ended
                                    immediately prior to such sale and leaseback
                                    disposition, and (y) are immediately applied
                                    solely to the prepayment of Revolving Loans,
                                    in accordance with Section 2.1.5.4,

<PAGE>

                                    without regard to the amount of Available
                                    Cash at the time of such prepayment."

                  "(i)     sales, leases, transfers or other dispositions of
                           assets may be made where:
                           (i)      the Net Cash Proceeds of any single sale,
                                    lease, transfer or other disposition, or any
                                    group of sales, leases, transfers or other
                                    dispositions which are consummated on the
                                    same day, are immediately applied solely to
                                    the prepayment of Revolving Loans in
                                    accordance with Section 2.1.5.4, without
                                    regard to the amount of Available Cash at
                                    the time of such prepayment, and after
                                    giving effect to such prepayment, the
                                    outstanding principal amount of the
                                    Revolving Loans and the amount of the
                                    Commitment are each less than $20 million."

         2.5.2    AMENDMENT OF SECTION 7.9. Section 7.9 of the Financing
                  Agreement is amended by adding, at the end, the phrase " and
                  (iii) Liens securing the Senior Convertible Notes."

         2.5.3    AMENDMENT OF SECTION 7.12. Section 7.12(a) of the Financing
                  Agreement is amended as follows:

                  2.5.2.1  by adding, at the end of clause (i), the phrase ",
                           including the Interim Convertible Notes" and

                  2.5.2.2  by adding, at the end of clause (iv), the phrase ",
                           and any Indebtedness of Alpha provided that all of
                           the Net Cash Proceeds of that Indebtedness are
                           immediately applied solely to prepay Revolving Loans
                           in accordance with Section 2.1.5.4, without regard to
                           the amount of Available Cash at the time of such
                           prepayment, and after giving effect to such
                           prepayment, the outstanding principal amount of the
                           Revolving Loans and the amount of the Commitment are
                           each less than $20 million" and

                  2.5.2.3  by adding, at the end of clause (xii), a new clause
                           (xiii) as follows: "(xiii) Indebtedness under the
                           Senior Convertible Notes".

         2.5.4    BENEFIT OF GUARANTIES AND SECURITY. A new Section 9.17 is
                  added to the Financing Agreement and reads in its entirety as
                  follows:

                  "9.17 BENEFIT OF GUARANTIES AND SECURITY. Each of the Interim
                  Convertible Notes and the Senior Convertible Notes, for so
                  long as they are held by, and, in the case of the Senior
                  Convertible Notes, registered in the name of, Conexant, shall
                  be entitled to the benefits of the Guaranties set forth in
                  Section 3, the Security Interests set forth in Section 4 and
                  the other Security Documents and are, for such purposes, Alpha
                  Obligations, until such benefits are terminated in accordance
                  with the provisions of this Agreement."


<PAGE>

                                    SECTION 3

                                     WAIVERS

3.1      LIMITED WAIVER OF PREPAYMENT. Notwithstanding Section 2.1.5.4 of the
Financing Agreement, Skyworks may retain Net Cash Proceeds from the sale of the
Junior Notes in an aggregate amount equal to (x) $40,000,000 (or such lesser
amount equal to the Net Cash Proceeds from the sale of Junior Notes retained by
Skyworks after giving effect to the payments required to be made pursuant to
Section 2.1 of the Refinancing Agreement), plus (y) if (and only if) Net Cash
Proceeds from the sale of the Junior Notes exceed $160,000,000 an amount equal
to one half of the amount by which such Net Cash Proceeds exceed $160,000,000;
provided that all other Net Cash Proceeds are applied as provided in Section 2.1
of the Refinancing Agreement.

3.2      MEXICALI EQUIPMENT. The existing Default under the Financing Agreement
arising from the transfer of Equipment to the Mexicali facility from United
States locations, as described in the letter dated October 30, 2002 addressed to
Bala Iyer from Paul E. Vincent, is waived.

                                    SECTION 4

                         REPRESENTATIONS AND WARRANTIES

4.1      REFINANCING AGREEMENT. Each of the representations and warranties set
forth in Section 5.2 of the Refinancing Agreement is true and correct as of the
date hereof and is made by each of the Obligors, jointly and severally, as of
the date hereof as if set forth verbatim in this Agreement.

                                    SECTION 5

                              CONDITIONS PRECEDENT

5.1      CONDITIONS TO EFFECTIVENESS. This Agreement shall become effective on
the date that each of the following conditions shall have been satisfied (or
waived in accordance with Section 6.7):

         5.1.1    This Agreement shall have been signed by each of the parties
                  hereto.

         5.1.2    Skyworks shall have received proceeds (without giving effect
                  to any discounts or commissions required to be paid) of not
                  less that $160 million pursuant to the sale of the Junior
                  Notes on the terms and conditions set forth in the Junior Note
                  Documentation.

         5.1.3    Skyworks shall have performed and complied with all of its
                  covenants and agreements in the Refinancing Agreement required
                  to be performed by


<PAGE>

                  Skyworks on or prior to the date that the conditions in
                  Sections 5.1.1 and 5.1.2 have first been satisfied.

5.2      EFFECTIVENESS. Subject to Section 5.1, the provisions of this Agreement
shall become effective as follows:

         5.2.1    Section 3.1 shall become effective immediately upon
                  satisfaction of the conditions precedent in Section 5.1.

         5.2.2    Section 2 and the other provisions of this Agreement shall
                  become effective only when the following additional conditions
                  have been satisfied:

                  5.2.2.1  All Net Cash Proceeds from the sale of the Junior
                           Notes, other than the amounts Skyworks is expressly
                           permitted to retain pursuant to Section 3.1 of this
                           Agreement, have been applied to the prepayment or
                           repayment of principal of Acquisition Notes and
                           Revolving Loans as provided in Section 2.1.5.4 of the
                           Financing Agreement, prior to giving effect to
                           Section 2 of this Agreement, and such prepayments or
                           repayments of principal shall not be less than the
                           amounts provided in Sections 2.1.1 and 2.1.2 of the
                           Refinancing Agreement.

                  5.2.2.2  Skyworks shall have authorized, executed, issued and
                           delivered to Conexant Interim Convertible Notes,
                           dated the date hereof, in an aggregate principal
                           amount equal to the aggregate principal amount of
                           Acquisition Notes outstanding after giving effect to
                           the prepayments required by Section 5.2.2.1 of this
                           Agreement and Section 2.1 of the Refinancing
                           Agreement.

                                    SECTION 6

                                  MISCELLANEOUS

6.1      NO WAIVER. The execution and delivery by Conexant of this Agreement
shall not be deemed (i) to create a course of dealing or otherwise obligate
Conexant to forbear or execute similar amendments or waivers under the same or
similar circumstances in the future, or (ii) to amend, relinquish or impair any
right of Conexant to receive any indemnity or similar payment from any Person or
entity as a result of any matter arising from or relating to this Agreement.

6.2      EFFECT ON FINANCING AGREEMENT. Except as herein modified or waived, all
terms, covenants and provisions of the Financing Agreement are and shall remain
in full

<PAGE>

force and effect and all references therein or in any other Financing Documents
to the Financing Agreement shall henceforth refer to the Financing Agreement as
modified by this Agreement. This Agreement shall be deemed incorporated into,
and a part of, the Financing Agreement.

6.3      BINDING AGREEMENT. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns.
No third party beneficiaries are intended in connection with this Agreement.

6.4      GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the law of the State of New York.

6.5      COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument. Each of
the parties hereto understands and agrees that this document (and any other
document required herein) may be delivered by any party thereto either in the
form of an executed original or an executed original sent by facsimile
transmission to be followed promptly by mailing of a hard copy original, and
that receipt by Conexant of a facsimile transmitted document purportedly bearing
the signature of any Obligor shall bind such Obligor, with the same force and
effect as the delivery of a hard copy original. Any failure by Conexant to
receive the hard copy executed original shall not diminish the binding effect of
receipt of the facsimile transmitted copy of such document of the party whose
hard copy page was not received by Conexant.

6.6      ENTIRE AGREEMENT. This Agreement, together with the Refinancing
Agreement, the Financing Agreement and the other Financing Documents, and the
Refinancing Documents contain the entire and exclusive agreement of the parties
hereto with reference to the matters discussed herein and therein. This
Agreement supersedes all prior drafts and communications with respect thereto.

6.7      AMENDMENTS AND WAIVERS. This Agreement may not be amended, modified or
waived except in accordance with the provisions of Section 9.2 of the Financing
Agreement.

6.8      SEVERABILITY. If any term or provision of this Agreement shall be
deemed prohibited by or invalid under any applicable law, such provision shall
be invalidated without affecting the remaining provisions of this Agreement or
any of the Financing Documents.

6.9      SECURITY AND GUARANTIES CONFIRMED AND EXTENDED. Each Obligor confirms
that the Security Documents secure the Interim Convertible Notes and the Senior
Convertible Notes (for so long as they are held by and, in the case of the
Senior Convertible Notes, registered in the name of, Conexant) and all
Obligations under the Financing Agreement as modified by this Agreement. Each
Guarantor confirms that the


<PAGE>

benefit of such Guarantor's Guaranty applies to the Interim Convertible Notes
and the Senior Convertible Notes (for so long as they are held by and, in the
case of the Senior Convertible Notes, registered in the name of, Conexant) and
all Obligations under the Financing Agreement as modified by this Agreement.



<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered by their duly authorized officers as of the date first
above written.

                                     CONEXANT SYSTEMS, INC.


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


                                     SKYWORKS SOLUTIONS, INC.,
                                         as an Obligor

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


                                     ALPHA INDUSTRIES LIMITED,
                                         as an Obligor

                                     By: /s/ David J. Aldrich
                                         ---------------------------------------
                                         Name: David J. Aldrich
                                         Title: Authorized Signatory


                                     ALPHA SECURITIES CORPORATION,
                                         as an Obligor

                                     By: /s/ David J. Aldrich
                                         ---------------------------------------
                                         Name: David J. Aldrich
                                         Title: Authorized Signatory


                                     TRANSTECH, INC.,
                                         as an Obligor

                                     By: /s/ David J. Aldrich
                                         ---------------------------------------
                                         Name: David J. Aldrich
                                         Title: Authorized Signatory




<PAGE>


                                     AIMTA, INC.,
                                         as an Obligor


                                     By: /s/ David J. Aldrich
                                         ---------------------------------------
                                         Name: David J. Aldrich
                                         Title: Authorized Signatory


                                     CFP HOLDING COMPANY, INC.,
                                         as an Obligor

                                     By: /s/ David J. Aldrich
                                         ---------------------------------------
                                         Name: David J. Aldrich
                                         Title: Authorized Signatory


                                     4067959 CANADA, INC.,
                                         as an Obligor

                                     By: /s/ David J. Aldrich
                                         ---------------------------------------
                                         Name: David J. Aldrich
                                         Title: Authorized Signatory

                                     By: /s/ David J. Aldrich
                                         ---------------------------------------
                                         Name: David J. Aldrich
                                         Title: Authorized Signatory


                                     CONEXANT SYSTEMS, S.A. de C.V.,
                                         as an Obligor

                                     By: /s/ David J. Aldrich
                                         ---------------------------------------
                                         Name: David J. Aldrich
                                         Title: Authorized Signatory


                                     LEADERCO JAPAN KK,
                                         as an Obligor

                                     By: /s/ David J. Aldrich
                                         ---------------------------------------
                                         Name: David J. Aldrich
                                         Title: Authorized Signatory

<PAGE>

                                     LEADERCO WORLDWIDE, INC.,
                                         as an Obligor

                                     By: /s/ David J. Aldrich
                                         ---------------------------------------
                                         Name: David J. Aldrich
                                         Title: Authorized Signatory




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>b44507swexv10w3.txt
<DESCRIPTION>FORM OF 15% CONVERTIBLE NOTE
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.3


                                CONVERTIBLE NOTE


                  THIS NOTE HAS NOT BEEN, AND ANY SHARES WHICH MAY BE ISSUED ON
                  CONVERSION OF THIS NOTE HAVE NOT BEEN, REGISTERED UNDER THE
                  SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF
                  ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE
                  DISPOSED OF EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION
                  STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS
                  OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION
                  REQUIREMENTS OF SUCH ACT AND SUCH LAWS AND (2) IN ACCORDANCE
                  WITH SECTION 13 OF THIS NOTE.

                            SKYWORKS SOLUTIONS, INC.


                              15% CONVERTIBLE NOTE
                                DUE JUNE 30, 2005


$[   ],000,000.00                                             New York, New York
                                                             November [12], 2002

         FOR VALUE RECEIVED, Skyworks Solutions, Inc., a Delaware corporation
("SKYWORKS"), is issuing this Note to Conexant Systems, Inc. ("CONEXANT").

         1.       DEFINED TERMS. The defined terms and rules of construction set
forth in EXHIBIT A shall apply to this Note.

         2.       INTEREST. (a) The initial principal amount of this Note is
[_________] Million dollars ($[__],000,000). The principal amount of this Note
shall be reduced as and to the extent this Note is converted into Common Stock,
repaid or redeemed, as provided in this Note. Skyworks shall pay interest on the
principal amount of this Note outstanding from time to time at the rate of 15%
per annum (the "INTEREST RATE"). Interest on the principal amount of this Note
outstanding from time to time shall accrue from and including the date of
issuance through and until repayment, conversion or redemption of principal as
provided in this Note and payment of all accrued interest in full. Interest
shall be computed on the basis of a 360-day year of twelve 30-day months, for
the actual number of days elapsed in each interest period. Interest shall be
paid quarterly on the last Business Day of each March, June, September and
December, beginning on December 31, 2002, as provided in Section 3.

         (b)      Notwithstanding the foregoing provisions of this Section 2,
but subject to applicable law, any overdue interest on this Note or any
principal of this Note due pursuant to


<PAGE>

Section 5(a) of this Note shall bear interest, payable on demand in immediately
available funds, for each day from the date payment thereof was due to the date
of actual payment, at a rate equal to the sum of (i) the Interest Rate and (ii)
an additional 1% per annum, or, if an Event of Default has occurred and is
continuing, this Note shall bear interest, from the date of the occurrence of
such Event of Default until such Event of Default is cured or waived, payable on
demand in immediately available funds, at a rate equal to the sum of (i) the
Interest Rate and (ii) an additional 1% per annum. Subject to applicable law,
any interest that shall accrue on overdue interest on this Note as provided in
the preceding sentence, and that shall not have been paid in full on or before
the next interest payment date to occur after the date on which the overdue
interest became due and payable, shall itself be deemed to be overdue interest
on this Note to which the preceding sentence shall apply.

         (c)      In the event that any interest rate(s) provided for in this
Section 2 shall be determined to be unlawful, such interest rate(s) shall be
computed at the highest rate permitted by applicable law. Any payment by
Skyworks of any interest amount in excess of that permitted by law shall be
considered a mistake, with the excess being applied to the principal amount of
this Note without prepayment premium or penalty; if no such principal amount is
outstanding, such excess shall be returned to Skyworks.

         3.       PAYMENTS. (a) All payments of interest on this Note, and any
payment of principal pursuant to Section 5(a) of this Note, shall be made by
wire transfer of immediately available United States dollars to the account of
Conexant at Comerica Bank, Detroit, Michigan, ABA #072000096, Account Number
1850967629, or to Conexant at any other place or to any other account in the
United States of America previously designated by Conexant in a written notice
to Skyworks at least ten business days before the given payment date. If any
payment on this Note becomes due and payable on a date that is not a Business
Day, the date for such payment shall be extended to the next succeeding Business
Day, and with respect to payment of principal, interest thereon shall be payable
during such extension at the then applicable rate.

         (b)      On June 30, 2005 (the "MATURITY DATE"), Skyworks shall pay the
principal amount of this Note then outstanding by delivery of a number of fully
paid and non-assessable shares of Common Stock equal to the principal amount of
this Note outstanding on the Maturity Date divided by the Applicable Conversion
Price as of the Maturity Date. No fractional shares will be issued upon payment
of principal pursuant to this Section 3(b); in lieu thereof, an amount will be
paid in cash based upon the Closing Price of the Common Stock on the Trading Day
immediately prior to the Maturity Date.

         4.       SECURITY. (a) This Note is one of the Interim Convertible
Notes referred to in the Financing Agreement, dated as of June 25, 2002, as
amended by the First Amendment of Financing Agreement, dated as of November 12,
2002, by and among Skyworks, Skyworks' subsidiaries party thereto and Conexant
(as the same may hereafter be amended, modified or supplemented from time to
time, the "FINANCING AGREEMENT"). Payment of interest on this Note, and any
payment of principal pursuant to Section 5(a) of this Note, are entitled to the
benefits of the collateral security and guarantees provided in the Financing
Agreement and the


                                       2
<PAGE>

other Financing Documents referred to therein until the foregoing are terminated
as provided therein.

         (b)      Upon termination of the Financing Agreement pursuant to
Section 2.4 of the Refinancing Agreement, Conexant agrees that its rights to the
benefits of the collateral security and guarantees provided in the Financing
Agreement and the other Financing Documents referred to therein shall terminate.

         (c)      All payments of interest on this Note, and any payment of
principal pursuant to Section 5(a) of this Note, will be (i) expressly senior in
right to payment to any obligations of Skyworks under the Junior Notes and (ii)
subordinated in right to payment to all other obligations of Skyworks unless the
instrument evidencing the same expressly provides that such obligations are
subordinated to or pari passu with obligations of Skyworks under this Note in
right to payment.

         5.       REMEDIES. (a) If an Event of Default has occurred and is
continuing, the principal of and accrued interest on this Note may be declared
due and payable and, upon such declaration, the then outstanding principal
amount of this Note shall be paid in cash as provided in Section 3(a).

         (b)      Upon the occurrence of any one or more Events of Default,
Conexant may proceed to protect and enforce its rights hereunder by suit in
equity, action at law or by other appropriate proceeding.

         (c)      In case of any default under this Note, Skyworks will pay to
Conexant such amounts actually incurred by Conexant in connection with the
enforcement of this Note, including reasonable fees and expenses of legal
counsel for Conexant.

         (d)      No remedy herein conferred upon Conexant is intended to be
exclusive of any other remedy and each and every such remedy shall be cumulative
and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise.

         (e)      No course of dealing between Skyworks and Conexant or any
delay on the part of Conexant in exercising any rights hereunder shall operate
as a waiver of any right.

         6.       COVENANTS. The covenants of Skyworks set forth in Section 7 of
the Financing Agreement are incorporated by reference into this Note as if set
forth herein; provided, however, that upon termination of the Financing
Agreement pursuant to Section 2.4 of the Refinancing Agreement, the covenants of
Skyworks set forth in the Senior Notes Indenture shall be incorporated by
reference into this Note as if set forth herein in lieu of the covenants set
forth in Section 7 of the Financing Agreement.


                                       3
<PAGE>

         7.       CONVERSION.

         7.1      RIGHT TO CONVERT. Subject to and upon compliance with the
provisions of this Note, Conexant shall have the right, at its option, at any
time after 60 days from the original issuance of this Note through the close of
business on the Business Day immediately preceding the Maturity Date to convert
the outstanding principal amount of this Note (or any portion thereof) into a
number of fully paid and non-assessable shares of Common Stock equal to the
principal amount of this Note to be converted, divided by the Applicable
Conversion Price as of the related Conversion Date. No fractional shares will be
issued upon conversion; in lieu thereof, an amount will be paid in cash based
upon the Closing Price of the Common Stock on the Trading Day immediately prior
to the Conversion Date. Conexant is not entitled to any rights of a holder of
shares of Common Stock until Conexant has converted the principal amount of this
Note (or any portion thereof) into shares of Common Stock, and only then to the
extent such Note has been converted into shares of Common Stock under this
Section 7. Upon any partial conversion, Skyworks shall issue new Notes identical
in form to this Note in an aggregate principal amount equal to the principal
amount outstanding after giving effect to such partial conversion.

         Notwithstanding the foregoing, Conexant may not exercise its rights to
convert the principal amount of this Note (or any portion thereof) to the extent
that such conversion would result in Conexant owning at any one time more than
10% of the then outstanding shares of Common Stock.

         7.2      CONVERSION PRICE. The conversion price (herein called the
"CONVERSION PRICE") initially shall be $7.87 per share, subject to adjustment as
provided in Section 7.3.

         7.3      ADJUSTMENT OF CONVERSION PRICE. The Conversion Price shall be
adjusted from time to time by Skyworks in the same manner as provided in the
adjustment provisions of the Senior Notes Indenture.

         8.       REDEMPTION. This Note is subject to redemption, at any time or
from time to time on or after May 12, 2004, in whole or in part, at the election
of Skyworks at a redemption price of 103% of the then outstanding principal
amount of this Note (or any portion thereof), together with accrued interest up
to but not including the Redemption Date; provided that at any time up to the
close of Business on the Business Day immediately preceding the Redemption Date,
Conexant may exercise its right to convert the principal amount of this Note (or
a portion thereof) into shares of Common Stock as provided in Section 7. Notice
of redemption will be mailed by Skyworks to Conexant by first-class mail at
least 20 days but not more than 60 days before the Redemption Date. On the
Redemption Date to the extent that Conexant has not converted the portion of
this Note called for redemption, interest on the portion of this Note called for
redemption shall cease accruing on and after the Redemption Date and any right
of Conexant to convert the portion of this Note called for redemption shall
cease and the only remaining right of Conexant with respect to the portion of
this Note called for redemption shall be to receive payment of the redemption
price plus accrued interest to the Redemption Date.



                                       4
<PAGE>

Skyworks may not give notice of any redemption of this Note if a default in the
payment of interest on this Note has occurred and is continuing.

         9.       NOTE EXCHANGE. Subject to the terms and conditions set forth
in this Section 9, at any time and from time to time Conexant shall have the
right to exchange this Note (or a portion thereof) for an equal aggregate
principal amount of senior convertible notes (the "SENIOR CONVERTIBLE NOTES")
issued under the Senior Notes Indenture by surrender of this Note to the trustee
under the Senior Notes Indenture in exchange for an aggregate principal amount
of Senior Convertible Notes equal to the aggregate principal amount of this Note
(or portion thereof) so surrendered and a new Note for the remaining principal
amount on the same Business Day, if this Note is surrendered by 11:00 a.m., or
on the next Business Day, if this Note is surrendered after 11:00 a.m.

         10.      REGISTRATION RIGHTS. This Note and any Senior Convertible
Notes issued in exchange for this Note pursuant to Section 9 will be entitled to
the benefits of a Registration Rights Agreement to be entered into between
Skyworks and Conexant on the Closing Date (the "REGISTRATION RIGHTS AGREEMENT")
providing for the registration under the Securities Act of the resale by
Conexant or a transferee of the Senior Convertible Notes and the shares of
Common Stock underlying this Note or the Senior Convertible Notes, on terms
substantially similar to the registration rights agreement to be entered into
between Skyworks and the initial purchaser(s) of the Junior Notes, and such
other terms as may be mutually agreed to by Skyworks and Conexant, except that
Skyworks shall maintain the registration statement contemplated by the
Registration Rights Agreement effective and available for use by Conexant until
December 31, 2005, subject to limitations set forth therein.

         11.      CHANGE OF CONTROL. Upon the occurrence of a Change of Control,
Conexant shall have the right to require that Skyworks repurchase this Note at a
purchase price payable at Skyworks' election in cash, shares of Common Stock or
any combination thereof equal to 100% of the principal amount of this Note on
the date of purchase, plus accrued and unpaid interest, if any, to, but not
including, the date of purchase in the same manner as provided in the Senior
Notes Indenture.

         12.      HSR FILINGS. In the event that Conexant shall become subject
to the notification requirements of the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended (the "HSR ACT"), as a result of its acquisition of
shares of Common Stock upon conversion of all or a portion of this Note, subject
to the terms and conditions of this Note, each of Skyworks and Conexant will use
its reasonable best efforts to take, or cause to be taken, all actions and to
do, or cause to be done, and to assist and cooperate with each other in doing or
causing to be done, all things necessary, proper or advisable under applicable
laws to prepare and file as promptly as practicable a Notification and Report
Form pursuant to the HSR Act with respect to the acquisition by Conexant of
shares of Common Stock, and to supply as promptly as practicable any additional
information and documentary material that may be requested pursuant to
applicable laws or by governmental authorities.



                                       5
<PAGE>

         13.      TRANSFER. This Note may not be transferred or assigned, in
whole or in part, by Conexant at any time and any purported transfer shall be
null and void and not recognized by Skyworks, subject to the following:

         If Conexant desires to sell, assign or otherwise transfer a portion of
the obligation represented by this Note, Conexant shall first exercise its right
to exchange this Note for Senior Convertible Notes pursuant to Section 9 and,
following such exchange, may transfer a portion of the Senior Convertible Notes
issued in such exchange; provided that Conexant shall not sell, assign or
otherwise transfer, in whole or in part, any such security or any interest
therein or any shares of Common Stock acquired on conversion of any such
security in whole or in part except pursuant to an effective registration under
the Securities Act and any applicable securities laws of other jurisdictions or
pursuant to an applicable exemption from the registration requirements of the
Securities Act and any applicable securities laws of other jurisdictions. In any
case, Conexant may not sell, assign or otherwise transfer, in whole or in part,
any such security or any interest therein or any shares of Common Stock acquired
on conversion of any such security in whole or in part for a period of 90 days
from the Closing Date.

         14.      REPLACEMENT OF NOTE. On receipt by Skyworks of an affidavit of
an authorized representative of Conexant stating the circumstances of the loss,
theft, destruction or mutilation of this Note (and in the case of any such
mutilation, on surrender and cancellation of such Note), Skyworks, at its
expense, will promptly execute and deliver, in lieu thereof, a new Note of like
tenor.

         15.      COVENANTS BIND SUCCESSORS AND ASSIGNS. All of the covenants,
stipulations, promises and agreements in this Note contained by or on behalf of
Skyworks shall bind its successors and assigns, whether so expressed or not.

         16.      NOTICES. All notices, demands and other communications
provided for or permitted hereunder shall be made as provided in the Financing
Agreement.

         17.      GOVERNING LAW. THIS NOTE SHALL BE GOVERNED BY, CONSTRUED IN
ACCORDANCE WITH, AND ENFORCED UNDER, THE LAW OF THE STATE OF NEW YORK.

         18.      SEVERABILITY. If any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal
or unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions hereof shall not be in any way impaired, unless the provisions held
invalid, illegal or unenforceable shall substantially impair the benefits of the
remaining provisions hereof.


                                       6
<PAGE>

         19.      JURISDICTION; CONSENT TO SERVICE OF PROCESS.

         19.1     NEW YORK COURTS. Each party to this Note hereby irrevocably
and unconditionally submits, for itself and its property, to the nonexclusive
jurisdiction of any New York State court or Federal court of the United States
of America sitting in New York City, and any appellate court from any thereof,
in any action or proceeding arising out of or relating to this Note, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in such New York State or,
to the extent permitted by law, in such Federal court. Each of the parties
hereto agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Nothing in this Note shall affect any right
that Conexant may otherwise have to bring any action or proceeding relating to
this Note against any party or its properties in the courts of any other
jurisdiction.

         19.2     VENUE. Each party hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection that it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Note in any New York
State or Federal court located in New York City. Each party hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.

         19.3     SERVICE OF PROCESS. Each party irrevocably consents to service
of process in the manner provided for notices in Section 16. Nothing in this
Note will affect the right of any party to this Note to serve process in any
other manner permitted by law.

         20.      WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER
OR IN CONNECTION WITH, THIS NOTE. EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS NOTE, BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 20.

         21.      COUNTERPARTS. This Note may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which when so executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument.



                                       7
<PAGE>

         22.      HEADINGS. The headings in this Note are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

                                       SKYWORKS SOLUTIONS, INC.


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


                                       CONEXANT SYSTEMS, INC.


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





                                       8
<PAGE>


                                                                       EXHIBIT A


                                  DEFINED TERMS
                              RULES OF CONSTRUCTION


         1.01 DEFINED TERMS. As used in this Note, terms defined in the preamble
or other sections shall have the meanings set forth therein, and the following
terms shall have the meanings set forth below:

         "APPLICABLE CONVERSION PRICE" means, as applicable, with respect to the
Maturity Date or any Conversion Date, as the case may be, (a) if the Current
Market Price is greater than or equal to the Conversion Price, the Conversion
Price, (b) if the Current Market Price is less than the Conversion Price but
greater than or equal to the Floor Price, the Current Market Price, and (c) if
the Current Market Price is less than the Floor Price, the Floor Price.

         "BUSINESS DAY" means any day except a Saturday, Sunday or other day on
which commercial banks in New York are authorized or required by law to close.

         "CHANGE OF CONTROL" shall have the meaning set forth in the Senior
Notes Indenture.

         "CLOSING DATE" means the closing date of the issuance and sale by
Skyworks of the Junior Notes.

         "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 the 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 of Skyworks for that purpose, or a price determined in good faith by
the Board of Directors of Skyworks or, to the extent permitted by applicable
law, a duly authorized committee thereof, whose determination shall be
conclusive.

         "COMMON STOCK" means the common stock, par value $.25 per share, of
Skyworks.

         "CONVERSION DATE" means any date on which Conexant converts the
principal amount of this Note (or a portion thereof) pursuant to Section 7.

<PAGE>

         "CURRENT MARKET PRICE" means the average Closing Price per share of the
Common Stock on the ten Trading Days immediately prior to, but not including,
the Maturity Date or Conversion Date, as the case may be.

         "EVENT OF DEFAULT" means default in the payment of interest under this
Note when due and payable that is not cured within 15 days, or the declaration
of an Event of Default under (and as defined in) the Junior Notes Indenture that
has resulted in the acceleration of the entire principal amount of the Junior
Notes.

         "FINANCING DOCUMENTS" shall have the meaning set forth in the Financing
Agreement.

         "FLOOR PRICE" shall be equal to 80% of the Conversion Price and shall
initially be $6.2960.

         "INTERIM CONVERTIBLE NOTE" shall have the meaning set forth in the
Refinancing Agreement.

         "JUNIOR NOTES" means the 4.75% Convertible Subordinated Notes Due
November 2007 of Skyworks, individually and collectively.

         "JUNIOR NOTES INDENTURE" means the indenture for the Junior Notes to be
entered into between Skyworks and the trustee under the indenture.

         "MATURITY DATE" means June 30, 2005.

         "NOTE" means this promissory note, as the same may be amended, modified
or supplemented from time to time in accordance with the terms hereof.

         "REDEMPTION DATE" means the date fixed for the redemption of this Note
pursuant to Section 8 and set forth in the notice of redemption sent by Skyworks
to Conexant provided by such Section 8.

         "REFINANCING AGREEMENT" means the Refinancing Agreement dated as of
November 6, 2002 between Conexant and Skyworks.

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

         "SENIOR NOTES INDENTURE" means an indenture for the Senior Convertible
Notes that is intended to be qualified under the Trust Indenture Act of 1939, as
amended, and the rules and regulations thereunder, to be agreed by Skyworks and
Conexant prior to the Closing Date and annexed as Exhibit C to the Refinancing
Agreement.

         "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



                                      A-2
<PAGE>

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
Business Day.

         1.02 TERMS GENERALLY. The definitions of terms herein shall apply
equally to the singular and plural forms of the terms defined. Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". The word "will"
shall be construed to have the same meaning and effect as the word "shall".
Unless the context requires otherwise (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any person shall be construed to include such person's successors and
assigns (subject to any restrictions on such assignments set forth herein), (c)
the words "herein", "hereof" and "hereunder", and words of similar import, shall
be construed to refer to this Note in its entirety and not to any particular
provision hereof, and (d) all references herein to Sections shall be construed
to refer to Sections of this Note.




                                      A-3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>6
<FILENAME>b44507swexv10w4.txt
<DESCRIPTION>LETTER AGREEMENT DATED 6-NOV-2002 W/CONEXANT SYS
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.4



                        CONEXANT SYSTEMS, INC. LETTERHEAD

                                                     November 6, 2002



Skyworks Solutions, Inc.
20 Sylvan Road
Woburn, Massachusetts  01801
ATTENTION: Paul E. Vincent
           Chief Financial Officer


Gentlemen:

         Reference is made to the Tax Allocation Agreement (the "TAX ALLOCATION
AGREEMENT") dated as of June 25, 2002 by and among Conexant Systems, Inc.
("CONEXANT"), Washington Sub, Inc. and Skyworks Solutions, Inc. (formerly known
as Alpha Industries, Inc.) ("SKYWORKS"). This letter agreement (this "LETTER
AGREEMENT") will confirm our understanding with respect to amendments to Section
3.02 and Schedule 3.02(b) of the Tax Allocation Agreement and the scope of any
continuing indemnification by Skyworks for Distribution Taxes (as defined in the
Tax Allocation Agreement). Capitalized terms used in this Letter Agreement and
not otherwise defined herein shall have the meanings assigned to such terms in
the Tax Allocation Agreement.

         1.       Schedule 3.02(b) to the Tax Allocation Agreement (which
defines an Alpha Tax Act) is hereby deleted and replaced in its entirety by the
new Schedule 3.02(b) attached hereto and Section 3.02(c) of the Tax Allocation
Agreement is hereby deleted and replaced in its entirety by the words
"Intentionally Omitted".

         2.       The first sentence of Section 3.02(e) of the Tax Allocation
Agreement is amended to read as follows:

         "Notwithstanding the foregoing, an Alpha Tax Act shall not include any
         transaction or action specifically disclosed or specifically described
         in or contemplated by any of the Transaction Agreements, the Merger
         Agreement, the Stock Purchase Agreement, the Asset Purchase Agreements,
         the Refinancing Agreement between Conexant and Skyworks dated as of
         November 6, 2002 (the "Refinancing Agreement") or the First Amendment
         to the Financing Agreement among Conexant, Skyworks and the Skyworks
         Subsidiaries (as defined therein), dated as of November 6, 2002 (the
         "First Amendment to the Financing Agreement") (including the issuance
         of the Junior Notes, the Interim Convertible Notes, the



<PAGE>

         Senior Convertible Notes (each as defined in the Refinancing
         Agreement), or Skyworks common stock issued pursuant to the conversion
         thereof) or, except as specifically set forth in Schedule 3.01(b), any
         action taken on or prior to the Distribution Date. Notwithstanding
         anything to the contrary set forth in this Agreement or any other
         agreement to which Skyworks or any of its subsidiaries or affiliates is
         a party or by which any of their respective assets are bound, neither
         Skyworks nor any of its subsidiaries or affiliates shall be liable for
         any Distribution Taxes other than by reason of the occurrence of an
         Alpha Tax Act."

         3.       The Tax Allocation Agreement shall be amended to include a
definition of the "Amendment Date." The Amendment Date shall mean the date of
consummation of the sale by Skyworks of the Junior Notes (as contemplated by and
defined in the Refinancing Agreement).

         4.       The amendments set forth herein shall be effective upon the
effectiveness of the First Amendment to the Financing Agreement. Except as
expressly provided herein, the Tax Allocation Agreement shall remain in full
force and effect in accordance with its terms.

                  Please confirm your agreement with the foregoing by signing
and returning the enclosed copy of this Letter Agreement to the attention of
Dennis E. O'Reilly, Senior Vice President, General Counsel and Secretary, at
facsimile (949) 483-9500, telephone (949) 483-3018.



                                         Very truly yours,

                                         CONEXANT SYSTEMS, INC.



                                         By: /s/ Balakrishnan S. Iyer
                                             ---------------------------

Acknowledged and Agreed:

SKYWORKS SOLUTIONS, INC.



By: /s/ David J. Aldrich
    ---------------------------




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>7
<FILENAME>b44507swexv99w1.txt
<DESCRIPTION>PRESS RELEASE DATED 6-NOV-2002
<TEXT>
<PAGE>
                                                                  EXHIBIT 99.1

SKYWORKS MEDIA RELATIONS:                          SKYWORKS INVESTOR RELATIONS:
Lisa Briggs                                        Thomas Schiller
(949) 231-4553                                     (949) 231-4700


                    SKYWORKS RESTRUCTURES DEBT WITH CONEXANT

         Accretive Transaction Dramatically Improves Skyworks' Capital Structure

WOBURN, MASS., NOV. 6, 2002 -- Skyworks Solutions, Inc. (Nasdaq: SWKS), the
industry's leading wireless semiconductor company focused on radio frequency
(RF) and complete cellular system solutions for mobile communications
applications, today announced that it has reached an agreement with Conexant
Systems, Inc. (Nasdaq: CNXT) to restructure $215 million of debt owed to
Conexant.

         "I am extremely pleased to report that we have implemented a
comprehensive and accretive financing plan to significantly enhance Skyworks'
capital structure," said David J. Aldrich, Skyworks' president and chief
executive officer. "With the financing activity behind us, we can intensify
focus on leveraging our product depth and breadth across our diversified
customer base with truly differentiated wireless communications solutions."

         As part of the comprehensive agreement, Skyworks will prepay
approximately $140 million of debt owed to Conexant from the proceeds of the
previously announced private placement of its convertible subordinated notes due
2007. Of the prepayment amount, up to $105 million will be used to prepay, in
part, certain 15 percent promissory notes and the remainder will be used to
prepay, in part, amounts outstanding under a revolving credit facility, all of
which were issued pursuant to a financing agreement entered into between the
parties on June 25, 2002. The balance of the notes issued to Conexant will be
exchanged for a new 15 percent convertible debt security with an extended
maturity date of June 2005. The new convertible debt security may be redeemed,
in whole or in part, by Skyworks at any time after May 2004 at 103 percent of
principal.

                                     -more-


<PAGE>



         The available revolving credit facility between the parties will be
reduced to $50 million and once Skyworks reduces the amounts outstanding under
this credit facility to less than $20 million, Conexant will release its
security interest in all assets and properties of Skyworks. In addition, if the
balance of the credit facility is reduced to below $20 million and not redeemed
in full, Skyworks may substitute additional 15 percent convertible debt
securities due June 2005 in lieu of any such balance, which would otherwise
become due in June 2003.

         "Our agreement with Conexant enables us to manage down our debt through
longer-term and lower-cost vehicles," said Paul E. Vincent, Skyworks' chief
financial officer. "Completing this strategic milestone dramatically reduces our
financial overhang, provides Skyworks with far more flexibility and considerably
lowers our cost of capital." The restructuring agreement with Conexant remains
subject to the closing of the private placement of Skyworks' convertible
subordinated notes due 2007.

SKYWORKS TO HOST CONFERENCE CALL

         Skyworks will host a conference call at 11:00 a.m. Eastern Time (8:00
a.m. Pacific Time) today to discuss this announcement. To listen to the call via
telephone, dial (866) 710-0179 (domestic) or (334) 323-9871 (international),
security code: Skyworks. To listen via the Internet, visit the investor
relations section of Skyworks' Web site at WWW.SKYWORKSINC.COM.

         Playback of the conference call will begin at 2:00 p.m. ET on
Wednesday, Nov. 6 and end at 9:00 p.m. ET on Wednesday, Nov. 20, 2002. The
replay will be available on Skyworks' Web site at WWW.SKYWORKSINC.COM or by
calling (800) 858-5309 (domestic) or (334) 323-7226 (international); access
code: 40842, pass code: 54932.

ABOUT SKYWORKS

         Skyworks is the industry's leading wireless semiconductor company
focused on RF and complete cellular system solutions for mobile communications
applications. The company began operations in June 2002, following the
completion of the merger between Alpha Industries Inc. and Conexant's wireless
communications business. Skyworks is focused on providing front-end modules, RF
subsystems and cellular systems to wireless handset and infrastructure customers
worldwide.

         Skyworks is headquartered in Woburn, Mass., and has executive offices
in Newport Beach, Calif. The company has design, engineering, manufacturing,
marketing, sales and service facilities throughout North America, Europe, Japan
and Asia Pacific. For more information visit www.skyworksinc.com.

                                     -more-


<PAGE>





SAFE HARBOR STATEMENT

         This news release includes "forward-looking statements" intended to
qualify for the safe harbor from liability established by the Private Securities
Litigation Reform Act of 1995. These forward-looking statements include
information relating to future results of Skyworks, the closing of the offering
of the notes, including the date thereof, Skyworks' use of the net proceeds from
the offering, and other statements regarding matters that are not historical
facts. All such statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from those projected, and may
affect our future operating results, financial position and cash flows.

         These risks and uncertainties include, but are not limited to:
maintaining consistent and reliable sources of energy supplying those regions
where we operate manufacturing facilities; global economic and market
conditions, such as the cyclical nature of the semiconductor industry and the
markets addressed by the company's and its customers' products; demand for and
market acceptance of new and existing products; the ability to develop,
manufacture and market innovative products in a rapidly changing technological
environment; the ability to compete with products and prices in an intensely
competitive industry; product obsolescence; losses or curtailments of purchases
from key customers or the timing of customer inventory adjustments; the timing
of new product introductions; the availability and extent of utilization of raw
materials, critical manufacturing equipment and manufacturing capacity; pricing
pressures and other competitive factors; changes in product mix; fluctuations in
manufacturing yields; the ability to continue to grow and maintain an
intellectual property portfolio and obtain needed licenses from third parties;
the ability to attract and retain qualified personnel; labor relations of the
company, its customers and suppliers; economic, social and political conditions
in the countries in which Skyworks, its customers or its suppliers operate,
including security risks, possible disruptions in transportation networks and
fluctuations in foreign currency exchange rates; maintaining a consistent and
reliable source of energy; and the uncertainties of litigation, as well as other
risks and uncertainties, including but not limited to those detailed from time
to time in the company's Securities and Exchange Commission filings.

         These forward-looking statements are made only as of the date hereof,
and the company undertakes no obligation to update or revise the forward-looking
statements, whether as a result of new information, future events or otherwise.

Note to editors: Skyworks and Skyworks Solutions are trademarks or registered
trademarks of Skyworks Solutions, Inc. or its subsidiaries in the U.S. and in
other countries. All other brands and names listed are trademarks of their
respective companies.

                                       ###




</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
