<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>
