EXHIBIT 99.4
CONEXANT SYSTEMS, INC. LETTERHEAD
November 6, 2002
Skyworks Solutions, Inc.
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ATTENTION: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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
▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇, Senior Vice President, General Counsel and Secretary, at
facsimile (▇▇▇) ▇▇▇-▇▇▇▇, telephone (▇▇▇) ▇▇▇-▇▇▇▇.
Very truly yours,
CONEXANT SYSTEMS, INC.
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Acknowledged and Agreed:
SKYWORKS SOLUTIONS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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