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                                                                  Exhibit 10-j-8

                                 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

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                                        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, 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".



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          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."

                                    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.



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                                    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 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.



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                                    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 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.



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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 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.



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          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:


                                     ALPHA SECURITIES CORPORATION,
                                          as an Obligor

                                     By:  /s/ David J. Aldrich
                                          --------------------------------------
                                          Name:  David J. Aldrich
                                          Title:


                                     TRANSTECH, INC.,
                                          as an Obligor

                                     By:  /s/ David J. Aldrich
                                          --------------------------------------
                                          Name:  David J. Aldrich
                                          Title:


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                                     AIMTA, INC.,
                                          as an Obligor

                                     By:  /s/ David J. Aldrich
                                          --------------------------------------
                                          Name:  David J. Aldrich
                                          Title:


                                     CFP HOLDING COMPANY, INC.,
                                          as an Obligor

                                     By:  /s/ David J. Aldrich
                                          --------------------------------------
                                          Name:  David J. Aldrich
                                          Title:


                                     4067959 CANADA, INC.,
                                          as an Obligor

                                     By:  /s/ David J. Aldrich
                                          --------------------------------------
                                          Name:  David J. Aldrich
                                          Title:

                                     By:  /s/ David J. Aldrich
                                          --------------------------------------
                                          Name:  David J. Aldrich
                                          Title:


                                     CONEXANT SYSTEMS, S.A. de C.V.,
                                          as an Obligor

                                     By:  /s/ David J. Aldrich
                                          --------------------------------------
                                          Name:  David J. Aldrich
                                          Title:


                                     LEADERCO JAPAN KK,
                                          as an Obligor

                                     By:  /s/ David J. Aldrich
                                          --------------------------------------
                                          Name:  David J. Aldrich
                                          Title:



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                                     LEADERCO WORLDWIDE, INC.,
                                          as an Obligor

                                     By:  /s/ David J. Aldrich
                                          --------------------------------------
                                          Name:  David J. Aldrich
                                          Title:



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