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Exhibit 10.13    
    


December 12,
2003 


CONFIDENTIAL  


Mr. Ashwin
Rangan

Senior Vice President & Chief Information Officer

Conexant Systems Inc.

4000 MacArthur Blvd.

Newport Beach, California 92660-3095 


Dear
Mr. Rangan: 


        This
letter ("Side Letter Agreement") dated as of December 12, 2003 (the "Effective Date"), is entered into by and between Conexant Systems Inc., a Delaware corporation
"Conexant") and Jazz Semiconductor, Inc., a Delaware corporation formerly known as Specialtysemi, Inc. ("Jazz Semiconductor") in connection with that certain Information Technology
Service Agreement between Jazz Semiconductor and Conexant dated March 12, 2002 and that certain First Amendment to the Information Technology Service Agreement dated September 30, 2002
(the "IT Service Agreement"). 


        Conexant
has informed Jazz Semiconductor of Conexant's desire to terminate the IT Service Agreement [...***...]. Jazz Semiconductor has requested and Conexant has
agreed to continue IT services through December 31, 2004. Conexant agrees to provide services in a manner consistent with the current IT Service Agreement. Jazz Semiconductor will pay Conexant
a Base Services fee of [...***...]. Additional Services currently approved by both parties as of the Effective Date of this Side Letter Agreement will not be affected. However,
any future Additional Services to be provided by Conexant (if any) will be mutually agreed upon by both parties in accordance with the IT Service Agreement. 


        By
the acceptance and agreement hereto, neither party waives any rights or conditions to its obligations under the IT Service Agreement. This Side Letter Agreement shall otherwise be
governed by the terms and conditions of the IT Service Agreement including in particular Section 14 thereof. Except as otherwise expressly set forth herein, the IT Service Agreement shall
remain in full force and effect. 



	 	 	Sincerely,	 
	

 	
 	
JAZZ SEMICONDUCTOR, INC.	

 
	

 	
 	

/s/  SCOTT SILCOCK      
	

 
	 	 	By:	Scott Silcock	 
	 	 	Title:	Vice President of Operations	 
	 	 	 	 	 
	

 	
 	
JAZZ SEMICONDUCTOR, INC.	

 
	

 	
 	

/s/  JEFF MCHENRY      
	

 
	 	 	By:	Jeff McHenry	 
	 	 	Title:	Vice President, Customer and Supply Chain Management	 
	 	 	 	 	 







Confidential treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the
confidentiality request. Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange
Commission. 







	

 	
 	
JAZZ SEMICONDUCTOR, INC.	

 
	

 	
 	

/s/  ANDY CHAN      
	

 
	 	 	By:	Andy Chan	 
	 	 	Title:	Executive Director, Global Supply Chain and Information Technology	 
	 	 	 	 	 





	AGREED TO AND ACCEPTED:	 	 
	
CONEXANT SYSTEMS, INC.	
 	

 
	

/s/  ASHWIN RANGAN      
	
 	

 
	By:	Ashwin Rangan	 	 
	Title:	Senior Vice President and Chief Information Officer	 	 
	 	 	 	 
	
CONEXANT SYSTEMS, INC.,	
 	

 
	

/s/  JEFF REID      
	
 	

 
	By:	Jeff Reid	 	 
	Title:	Vice President IT Operations	 	 
	 	 	 	 
	
CONEXANT SYSTEMS, INC.,	
 	

 
	

/s/  ANDERS KING      
	
 	

 
	By:	Anders King	 	 
	Title:	Director, Information Technology	 	 
	 	 	 	 











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Exhibit 10.13