exv10wrv5



 





Exhibit
10-r-5




October 11, 2007




Conexant USA, LLC

4000 MacArthur Boulevard

Newport Beach, CA 92660

Attn: Kerry Petry,




     Vice President and Treasurer





			
	      Re:	 	Credit and Security Agreement (the “Credit Agreement”) dated as of November 29,
2005, by and between Conexant USA, LLC (“Purchaser”), and Wachovia Bank, National
Association, as “Lender” (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. Wachovia
Bank, National Association (“Wachovia”), subject to the satisfaction of the terms and conditions
set out in this letter, agrees to amend the Credit Agreement’s definition of “Scheduled Purchase
Termination Date” so that the term, as amended, will read in its entirety as follows:




“Scheduled Purchase Termination Date” means November 28, 2008.



As you can see from the Credit Agreement and the other Program Documents, the amendment of this
definition will also cause a corresponding extension for each of the other Program Documents.



In consideration of the amendment provided above, Conexant USA, LLC, hereby agrees to pay to Lender
a renewal fee in an amount equal to $300,000 on or before October 26, 2007, which fee shall be
deemed fully earned upon the effectiveness of the aforementioned amendment and, once paid, shall be
non-refundable.



The amendment provided in this letter shall be effective as of November 28, 2007, 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




/s/ Brian J. Fulk

Brian J. Fulk,

Director




	 	 	 	 	 	 	 	 	 	 	 
	AGREEMENT:	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	CONEXANT USA, LLC, as Purchaser	 	 	 	CONEXANT SYSTEMS, INC., as Seller	 	 
	 	 	 	 	 	 	and as Servicer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Kerry K. Petry
 

	 	 
	 	By:
	 	/s/ Kerry K. Petry
 

	 	 
	Title:

	 	VP and Treasurer
	 	 	 	Title:
	 	VP and Treasurer	 	 
	Date:

	 	10/05/07
	 	 	 	Date:
	 	10/05/07