FIRST AMENDMENT TO WAFER SUPPLY AND SERVICES AGREEMENT
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FIRST AMENDMENT TO WAFER SUPPLY AND SERVICES AGREEMENT
This FIRST AMENDMENT TO WAFER SUPPLY AND SERVICES AGREEMENT (the "Amendment") is dated as of July 1, 2002 (the "Amendment Date"), and is entered into by and between Jazz Semiconductor, Inc., a Delaware corporation formerly known as Specialtysemi, Inc. ("Company"), and Conexant Systems, Inc., a Delaware corporation ("Conexant").
RECITALS
WHEREAS, Company and Conexant are parties to that certain Wafer Supply and Services Agreement dated as of March 30, 2002 (the "Agreement"); and
WHEREAS, Company and Conexant wish to amend the Agreement.
AGREEMENTS
NOW THEREFORE, in consideration of the promises and mutual agreements and covenants set forth herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:
1. Defined Terms. Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in the Agreement.
2. Amendment to Section 5.3. Section 5.3 of the Agreement is hereby amended by replacing the section in its entirety with the following language:
- 5.3
- Transition Services Agreement. Subject to the applicable provisions of the Transition Services Agreement between Conexant and Company, dated March 12, 2002, shipping and handling of finished Wafers will be in accordance with Exhibit G (Delivery and Logistics).
3. Amendment to Section 7.2. Section 7.2 of the Agreement is hereby amended by replacing the section in its entirety with the following language:
- 7.2
- Reporting Requirements. Company shall provide Conexant with the reports specified in Exhibit H (Reports) in accordance with frequency or schedule set forth therein. All such reports shall be in writing and provided to Conexant in the form (e.g., electronic form) specified in Exhibit H or otherwise mutually agreed to in writing by the Parties.
3. Amendment to Table of Contents.
(a) The Table of Contents to the Agreement is hereby amended by replacing the reference to Exhibit G in its entirety with the following language:
EXHIBIT G DELIVERY AND LOGISTICS
(b) The Table of Contents to the Agreement is hereby amended by adding the following language immediately below the reference to Exhibit G:
EXHIBIT H REPORTS
4. Amendment to Exhibit G
(a) Exhibit G (Delivery and Logistics) to the Agreement is hereby amended by replacing all capitalized instances of the word "Castle" with the word "Conexant".
(b) The section of Exhibit G titled "Finished Goods Storage" is hereby amended by replacing paragraph 1 in its entirety with the following language:
1. Product storage consistent with NPB SOP-0156.
(c) Schedule 1 of Exhibit G is hereby amended by replacing Schedule 1 in its entirety with the following document, attached hereto: NPB SOP-0156
5. Amendment to Exhibit H. Exhibit H (Reports) to the Agreement is hereby amended by replacing all capitalized instances of the word "Castle" with the word "Conexant".
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6. Effect of Amendment. Except as and to the extent expressly modified by this Amendment, the Agreement shall remain in full force and effect in all respects. The terms of this Amendment shall be applied retroactively, such that the Agreement shall be deemed to have read, as of March 30, 2002, as amended herein. In the event of a conflict between this Amendment and the Agreement, this Amendment shall govern.
7. Counterparts. This Amendment may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.
8. Governing Law. This Amendment shall be construed in accordance with, and governed in all respects by, the internal laws of the State of Delaware (without giving effect to principles of conflicts of laws).
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The parties hereto have caused this Amendment to be executed and delivered as of the date set forth above.
| JAZZ SEMICONDUCTOR, INC., a Delaware corporation |
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By: |
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: CFO |
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CONEXANT SYSTEMS, INC., a Delaware corporation |
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By: |
/s/ ▇▇▇▇▇▇ ▇'▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇'▇▇▇▇▇▇ Title: General Counsel and Secretary |
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FIRST AMENDMENT TO WAFER SUPPLY AND SERVICES AGREEMENT