SKYWORKS SOLUTIONS INC
FIRST AMENDMENT OF FINANCING AGREEMENT  6-NOV-2002
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<FILENAME>b44507swexv10w2.txt
<DESCRIPTION>FIRST AMENDMENT OF FINANCING AGREEMENT  6-NOV-2002
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                                                                    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")."

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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


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                  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.


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                  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."


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                                    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




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