exv10w24w5






 


 




    Exhibit
    10.24.5



 


		
	

    	

    



 



    November 24, 2008



 



    Conexant USA, LLC




    4000 MacArthur Boulevard




    Newport Beach, CA 92660



		
	    Attn:  	
    Kerry Petry,





    Vice President and Treasurer



 


 


			
	 	    Re:  
	
    Credit and Security Agreement dated as of November 29,
    2005, by and between Conexant USA, LLC
    (“Purchaser”), and Wachovia Bank, National
    Association, as “Lender” (as the same has been or may
    be amended, restated, supplemented, or otherwise modified from
    time to time the “Credit Agreement”);
    Capitalized terms used herein have the meanings ascribed thereto
    in the Credit Agreement.




 



    Dear Mr. Petry:



 



    Thank you for the recent communication regarding the extension
    of the Credit Agreement and other matters. Wachovia Bank,
    National Association (“Wachovia”), subject to
    the satisfaction of the terms and conditions set out in this
    letter, agrees to amend certain provisions of the Credit
    Agreement as follows:



 



    (a)  The definition of “Scheduled Purchase
    Termination Date” in Section 1.01 of the Credit
    Agreement is amended and restated in its entirety to read
    ““Scheduled Purchase Termination Date” means
    November 27, 2009.”;



 



    (b)  The definition of “Commitment” in
    Section 1.01 of the Credit Agreement is amended and
    restated in its entirety to read ““Commitment”
    means $50,000,000, as such amount may be reduced from time to
    time as set forth in Section 2.06.”;



 



    (c)  The definition of “Interest Rate” in
    Section 1.01 of the Credit Agreement is amended and
    restated in its entirety to read ““Interest Rate”
    means (a) variable rate of interest per annum equal to
    Adjusted LIBOR, plus 1.25%, which rate shall be adjusted for
    each Settlement Period as set forth herein or (b) such
    other rate of interest applicable to the Aggregate Advances as
    determined from time to time in accordance with
    Article 7.”;



 



    (d)  The instance of “$200,000,000.00” in
    subsection (c)(i) of the definition of “Purchase
    Termination Date” in Section 1.01 of the Credit
    Agreement is amended and restated to read
    “$500,000,000.00”; and



















 




 




    (e)  The instance of “$200,000,000.00” in
    subsection (d)(ii) of the definition of “Purchase
    Termination Date” in Section 1.01 of the Credit
    Agreement is amended and restated to read
    “$500,000,000.00”.



 



    As you can see from the Credit Agreement and the other Program
    Documents, the amendment relative to item (a) above will
    also cause a corresponding extension for each of the other
    Program Documents.



 



    In consideration of the amendments provided above, Conexant USA,
    LLC, hereby agrees to pay to Lender a renewal fee in an amount
    equal to $250,000.00 on or before January 23, 2009, which
    fee shall be deemed fully earned upon the effectiveness of the
    aforementioned amendment and, once paid, shall be non-refundable.



 



    The amendments provided in this letter shall be effective as of
    November 28, 2008, upon the satisfaction of all of the
    following conditions precedent (as determined by Wachovia in its
    reasonable discretion):



 


			
	 	    (a)  
	
    Each of Purchaser and Seller shall have executed and delivered
    this letter; and




 


			
	 	    (b)  
	
    Wachovia shall be satisfied that the Policy remains in effect
    and comports with the terms and conditions of the Program
    Documents.




 



    By executing and delivering this letter to Wachovia, the
    Purchaser, Seller, and Servicer represent and warrant that the
    representations and warranties made by each of them in the
    Program Documents are true and correct in all material respects
    as of the date of their signature below (other than
    representations and warranties which relate only to a specific
    date) and that, as of such date, there exists no Default, Event
    of Default, or Servicing Agreement Event of Default.



 



    If you agree to the amendments set forth above, please
    (i) indicate your agreement by signing in the space
    provided below, (ii) fax a signed copy of this letter to me
    at facsimile number:
    804-868-1477,
    and (iii) send me one signed original of this
    letter via overnight delivery.



 



    Very truly yours,



 



    WACHOVIA BANK,




    NATIONAL ASSOCIATION



 



    



 



    Brian J. Fulk,




    Director



 



    AGREEMENT:



 


	 	 	 	 	 	 	 
	
    CONEXANT USA, LLC, as Purchaser

    
	
 
	
    CONEXANT SYSTEMS, INC., as Seller
    and as Servicer
    

	 

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

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