<PAGE>
                                                                  Exhibit 10-j-9

                              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:


                                       2
<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.


                                       3
<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


                                       4
<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.


                                       5
<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.


                                       6
<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.


                                       7
<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

               with a copy to (not effective for purposes of notice):


                                       8
<PAGE>
               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


                                       9
<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


                                       10
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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)


                                       11
<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


                                       12
<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


                                       13
<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


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<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.


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