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                                                                  EXHIBIT 10-a-4

                        THIRD AMENDMENT TO LOAN DOCUMENTS

         THIS THIRD AMENDMENT ("Amendment"), dated as of October 20, 1999, is
entered into by and among Conexant Systems, Inc., (the "Company"), each of the
Subsidiaries party to the Credit Agreement (as defined below) as of the date
hereof (the "Borrower Subsidiaries" and together with the Company, each a
"Borrower" and collectively, the "Borrowers"), the Lenders party to the Credit
Agreement, the Issuing Bank (as defined in the Credit Agreement) and Credit
Suisse First Boston, a bank organized under the laws of Switzerland, acting
through its New York branch, as administrative agent (in such capacity, the
"Administrative Agent") and as collateral agent for the Lenders (in such
capacity, the "Collateral Agent", and together with the Administrative Agent,
the "Agents").

                                    RECITALS

         A. The Borrowers, Lenders, the Issuing Bank and the Agents are parties
to a certain Credit Agreement dated as of December 21, 1998 (as amended prior to
the date hereof, the "Credit Agreement") pursuant to which the Lenders have
agreed to extend credit to the Borrower.

         B. The Company has requested that the Lenders amend certain provisions
of the Credit Agreement.

         C. The parties are willing to amend and modify the Credit Agreement
subject to the terms and conditions of this Amendment.

         NOW, THEREFORE, for valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereby agree as follows:

         1. DEFINED TERMS. Unless otherwise defined herein, capitalized terms
used herein shall have the meanings, if any, assigned to them in the Credit
Agreement, as amended.

         2. AMENDMENT OF CREDIT AGREEMENT.

         2.1 Investments. Section 6.4(b)(xiii)(z) of the Credit Agreement is
amended by substituting "$100,000,000" for "$35,000,000".

         3. REPRESENTATIONS AND WARRANTIES. The Borrowers hereby represent and
warrant to the Administrative Agent and the Lenders as follows:

            (a) No Default or Event of Default has occurred and is continuing
after giving effect to this Amendment.


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            (b) The execution, delivery and performance by the Borrowers of this
Amendment has been duly authorized by all necessary corporate and other action
and do not and will not require any registration with, consent or approval of,
notice to or action by, any Person in order to be effective and enforceable. The
Credit Agreement, as amended by this Amendment, constitutes the legal, valid and
binding obligation of the Borrowers parties thereto, enforceable against them in
accordance with its terms.

            (c) All representations and warranties of the Borrowers contained in
the Credit Agreement and in the other Loan Documents are true and correct in all
material respects as of the date hereof with the same effect as though made on
the date hereof and as though applied to the Credit Agreement as herein amended,
except to the extent such representations and warranties expressly relate to an
earlier date.

            (d) The Borrowers are entering into this Amendment on the basis of
their own investigation and for their own reasons, without reliance upon the
Agents, the Lenders or any other Person.

         4. EFFECTIVENESS DATE. This Amendment shall become effective as of the
date (the "Closing Date") as of which the Administrative Agent shall have
received, in form and substance satisfactory to the Administrative Agent,
counterparts (or if elected by the Administrative Agent, an executed facsimile
copy) of this Amendment executed by the Required Lenders, the Borrowers and the
Agents.

         5. RESERVATION OF RIGHTS. The Borrowers acknowledge and agree that the
execution and delivery by the Agents and the Lenders of this Amendment, shall
not be deemed (i) to create a course of dealing or otherwise obligate the Agents
or the Lenders to forbear or execute similar amendments under the same or
similar circumstances in the future, or (ii) to amend, relinquish or impair any
right of the Agents or the Lenders to receive any indemnity or similar payment
from any Person or entity as a result of any matter arising from or relating to
this Amendment.

         6. MISCELLANEOUS.

            (a) Except as herein amended, all terms, covenants and provisions of
the Credit Agreement are and shall remain in full force and effect and all
references therein to the Credit Agreement shall henceforth refer to the Credit
Agreement as amended by this Amendment. This Amendment shall be deemed
incorporated into, and a part of, the Credit Agreement.

            (b) This Amendment 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 Amendment.

            (c) This Amendment shall be governed by and construed in accordance
with the law of the State of New York.


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            (d) This Amendment 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 the
Administrative Agent of a facsimile transmitted document purportedly bearing the
signature of a Lender or a Borrower shall bind such Lender or such Borrower,
respectively, with the same force and effect as the delivery of a hard copy
original. Any failure by the Administrative Agent to receive the hard copy
executed original of such document shall not diminish the binding effect of
receipt of the facsimile transmitted executed original of such document of the
party whose hard copy page was not received by the Administrative Agent.

            (e) This Amendment, together with the Credit Agreement and the other
Loan Documents, contains the entire and exclusive agreement of the parties
hereto with reference to the matters discussed herein and therein. This
Amendment supersedes all prior drafts and communications with respect thereto.
This Amendment may not be amended except in accordance with the provisions of
Section 9.8 of the Credit Agreement.

            (f) If any term or provision of this Amendment shall be deemed
prohibited by or invalid under any applicable law, such provision shall be
invalidated without affecting the remaining provisions of this Amendment or of
the Credit Agreement, the Pledge Agreement and the Security Agreement.

            (g) The Borrowers covenant to pay to or reimburse the Administrative
Agent, upon demand, for all reasonable costs and expenses (including costs of
its outside legal counsel and allocated costs of in-house counsel) actually
incurred by the Administrative Agent in connection with the development,
preparation, negotiation, execution and delivery of this Amendment.

            (h) The Borrowers (and each Guarantor by execution of the
Acknowledgement) confirm that the Security Documents secure the Obligations
under the Credit Agreement as amended by this Amendment. Each Guarantor by
execution of the Acknowledgement confirms that the benefit of such Guarantor's
Company Guarantee Agreement or Subsidiary Guarantee Agreement, as applicable,
applies to all Obligations under the Credit Agreement as amended by this
Amendment.


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         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date first above written.

                                         CONEXANT SYSTEMS, INC.


                                         By: /s/ Kerry K. Petry
                                             -----------------------------------
                                             Name: Kerry K. Petry
                                             Title: Vice President and Treasurer


                                         CONEXANT SYSTEMS FRANCE S.A.S.


                                         By: /s/ Marc Ugolini
                                             -----------------------------------
                                             Name: Marc Ugolini
                                             Title: Director, Fe A Europe


                                          CONEXANT SYSTEMS U.K. LIMITED


                                          By: /s/ Kerry K. Petry
                                             -----------------------------------
                                             Name: Kerry K. Petry
                                             Title: Treasurer


                                          CONEXANT SYSTEMS HOLDINGS LIMITED


                                          By: /s/ Kerry K. Petry
                                             -----------------------------------
                                             Name: Kerry K. Petry
                                             Title: Treasurer


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                                         CREDIT SUISSE FIRST BOSTON, as a
                                         Lender, Issuing Bank, Administrative
                                         Agent, Collateral Agent and Swingline
                                         Lender


                                         By: /s/ Chris T. Horgan
                                             -----------------------------------
                                             Name: Chris T. Horgan
                                             Title: Vice President

                                         By: /s/ Robert Hetu
                                             -----------------------------------
                                              Name: Robert Hetu
                                              Title: Vice President


                                         UNION BANK OF CALIFORNIA, N.A.
                                         as a Lender


                                         By: /s/ Glenn Leyrer
                                             -----------------------------------
                                             Name: Glenn Leyrer
                                             Title: Vice President


                                         BANK POLSKA KASA OPIEKI, S.A.-PEKAO
                                         S.A. GROUP, NEW YORK BRANCH,
                                         as a Lender


                                         By: /s/ Hussein B. El-Tawil
                                             -----------------------------------
                                             Name: Hussein B. El-Tawil
                                             Title: Vice President


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                                         BANQUE NATIONALE DE PARIS, as a Lender


                                         By: /s/ Tjalling Terpstra
                                             -----------------------------------
                                             Name: Tjalling Terpstra
                                             Title: Vice President


                                         By: /s/ Janice Ho
                                             -----------------------------------
                                             Name: Janice Ho
                                             Title: Vice President


                                         COMERICA WEST INCORPORATED, as a Lender


                                         By: /s/ Emmanuel M. Skevofilax
                                             -----------------------------------
                                             Name: Emmanuel M. Skevofilax
                                             Title: Vice President


                                         BANK ONE, NA
                                         (f/k/a THE FIRST NATIONAL BANK OF
                                         CHICAGO), as a Lender


                                         By: /s/ Mark A. Isley
                                             -----------------------------------
                                             Name: Mark A. Isley
                                             Title: First Vice President


                                         KEYBANK NATIONAL ASSOCIATION,
                                         as a Lender


                                         By: /s/ Mary K. Young
                                             -----------------------------------
                                             Name: Mary K. Young
                                             Title:


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                                         NATIONAL BANK OF CANADA, as a Lender


                                         By: /s/ David W. Shaw
                                             -----------------------------------
                                             Name: David W. Shaw
                                             Title: Vice President


                                         By: /s/ David L. Mortensen
                                             -----------------------------------
                                             Name: David L. Mortensen
                                             Title: Assistant Vice President


                                         TRANSAMERICA COMMERCIAL FINANCE
                                         CORPORATION, as a Lender


                                         By:
                                             -----------------------------------
                                             Name:
                                             Title:


                                         CHIAO TUNG BANK, as a Lender


                                         By: /s/ Mike Chiu
                                             -----------------------------------
                                             Name: Mike Chiu
                                             Title: Senior Vice President &
                                                    General Manager


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                                         HAMILTON BANK, as a Lender


                                         By: /s/ Hector F. Ramirez
                                             ----------------------------------
                                             Name: Hector F. Ramirez
                                             Title: Senior Vice President,
                                                    Hamilton Bank, N.A.


                                         By: /s/ Adolfo D. Martinez
                                             ----------------------------------
                                             Name: Adolfo D. Martinez
                                             Title: Senior Vice President,
                                                    Hamilton Bank, N.A.


                                         IBM CREDIT CORPORATION, as a Lender


                                         By: /s/ Tracey Wyatt
                                             -----------------------------------
                                             Name: Tracey Wyatt
                                             Title: Region Operations Manager


                                         UBS AG, STAMFORD BRANCH, as a Lender


                                         By: /s/ Robert H. Riley III
                                             ----------------------------------
                                             Name: Robert H. Riley III
                                             Title: Executive Director


                                         By: /s/ Winfred Saint
                                             ----------------------------------
                                             Name: Winfred Saint
                                             Title: Associate Director, Loan
                                                    Portfolio Support, US


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                      GUARANTOR ACKNOWLEDGMENT AND CONSENT

         The undersigned, each a guarantor or third party pledgor with respect
to the Borrowers' obligations to the Agents and the Lenders under the Credit
Agreement, each hereby (i) acknowledges and consents to the execution, delivery
and performance by the Company and the Borrower Subsidiaries of the foregoing
Third Amendment to Credit Agreement ("Amendment"), and (ii) reaffirm and agree
that the respective guaranty, pledge agreement or security agreement to which
the undersigned is party and all other documents and agreements executed and
delivered by the undersigned to the Administrative Agent or the Collateral Agent
and the Lenders in connection with the Credit Agreement are in full force and
effect, without defense, offset or counterclaim. (Capitalized terms used herein
have the meanings specified in the Amendment.)


                                         GUARANTORS

                                         CONEXANT SYSTEMS, INC.
                                         CONEXANT SYSTEMS WORLDWIDE, INC.
                                         BROOKTREE CORPORATION
                                         BROOKTREE WORLDWIDE SALES CORPORATION


                                         By: /s/ Kerry K. Petry
                                             -----------------------------------
                                             Name: Kerry K. Petry
                                             Title: Treasurer



October 20, 1999


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