Letter Agreement Amending Tax Allocation Agreement between Conexant Systems, Inc. and Skyworks Solutions, Inc. (November 6, 2002)

Summary

Conexant Systems, Inc. and Skyworks Solutions, Inc. have agreed to amend their existing Tax Allocation Agreement. The amendments update certain definitions and provisions related to tax responsibilities, specifically clarifying when Skyworks is liable for distribution taxes. The changes become effective upon the effectiveness of a related financing agreement amendment. All other terms of the original Tax Allocation Agreement remain unchanged.

EX-10.4 6 b44507swexv10w4.txt LETTER AGREEMENT DATED 6-NOV-2002 W/CONEXANT SYS 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 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 ###-###-####, telephone ###-###-####. Very truly yours, CONEXANT SYSTEMS, INC. By: /s/ Balakrishnan S. Iyer --------------------------- Acknowledged and Agreed: SKYWORKS SOLUTIONS, INC. By: /s/ David J. Aldrich ---------------------------