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Exhibit 10.45  


 
 

AMENDED AND RESTATED CONEXANT REVIEW AGREEMENT    
    


        THIS AMENDED AND RESTATED CONEXANT REVIEW AGREEMENT (the "Agreement"), dated as of October 15, 2002, is
entered into by and between Conexant Systems, Inc., a Delaware corporation ("Conexant"), Jazz Semiconductor, Inc., a Delaware corporation
formerly known as Specialtysemi, Inc. ("Jazz"), and Newport Fab, LLC, a Delaware limited liability company ("Newport
Fab" and, together with Jazz, the "Companies" and each a "Company"). 


Recitals  


        WHEREAS, Conexant directly and indirectly owns a minority of the equity securities of Jazz and Newport Fab as of the date hereof; 


        WHEREAS,
Jazz owns all of the membership interests of Newport Fab; 


        WHEREAS,
the Companies and Conexant have entered into that certain Conexant Review Agreement dated as of March 12, 2002 (the "Conexant Review
Agreement"), which grants to Conexant certain rights to review the books and records of each Company, including, without limitation, financial data (including projections) and
operating data covering the business, operations and financial performance of the Companies (collectively, the "Books and Records") and certain rights
to consult with management of each Company regarding its operations; and 


        WHEREAS,
the Companies and Conexant now desire to amend and fully restate the Conexant Review Agreement in its entirety as set forth herein. 


Agreement:  


        NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties
agree as follows: 



        A.    Each
Company shall keep proper books of record and account in which full and correct entries shall be made of all financial transactions and the assets and business of
each Company in accordance with GAAP, to the extent GAAP is applicable. Subject to paragraph C below, each Company shall provide Conexant with reasonable access to all Books and Records during
regular business hours and allow Conexant to make copies and abstracts thereof. 



        B.    Subject
to paragraph C below, Conexant shall have the right to consult from time to time with management of each Company at its place of business regarding
operating and financial matters. 


        C.    Notwithstanding
anything to the contrary set forth herein, the rights granted to Conexant under this Agreement shall be subject to the limitations and restrictions placed
upon Conexant by the Second Amended and Restated Stockholder Agreement by and between Conexant, Jazz, Carlyle Partners III, L.P., a Delaware limited partnership, CP III Coinvestment, L.P., a Delaware
limited partnership, Carlyle High Yield Partners, L.P., a Delaware limited partnership, and RF Micro Devices, a North Carolina corporation, dated as of equal date herewith (the
"Stockholder Agreement"), as the same may be amended, including but not limited to Conexant's inspection rights under Section 5.3 of the
Stockholder Agreement. 


        D.    The
parties agree that this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, excluding any laws thereof which would
direct application of law of another jurisdiction. 



[THE
REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 





 

        IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above. 



	 	 	JAZZ SEMICONDUCTOR, INC.,

a Delaware corporation
	

 	
 	

By:	
 	

/s/  SHU LI      
 Shu Li

President and Chief Executive Officer
	

 	
 	
NEWPORT FAB, LLC,

a Delaware limited liability company
	

 	
 	

By:	
 	

/s/  SCOTT SILCOCK      
 Scott Silcock

Director of Operations
	

 	
 	
CONEXANT SYSTEMS, INC.,

a Delaware corporation
	

 	
 	

By:	
 	

/s/  DWIGHT DECKER      
 Dwight Decker

Chief Executive Officer




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AMENDED AND RESTATED CONEXANT REVIEW AGREEMENT