the
parties hereto with respect to the subject matter hereof.
9.
Severability.
In case any provision in this Amendment shall be
invalid, illegal or unenforceable, such provision shall be severable from the
remainder of this Amendment and the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
[Remainder of Page Left Intentionally Blank]
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IN WITNESS WHEREOF, the parties have entered into this Amendment as of
the date first above written.
JAZZ SEMICONDUCTOR, INC.,
as a Borrower
By: /s/ PAUL A. PITTMAN
Name: Paul A. Pittman
Title: Chief Financial Officer
NEWPORT FAB, LLC,
as a Borrower
By: /s/ PAUL A. PITTMAN
Name: Paul A. Pittman
Title: Chief Financial Officer
JAZZ TECHNOLOGIES, INC.,
as a Guarantor
By: /s/ PAUL A. PITTMAN
Name: Paul A. Pittman
Title: Chief Financial Officer
WACHOVIA CAPITAL FINANCE CORPORATION (WESTERN),
as Agent and a Lender
By: /s/ ROBIN VAN METER
Name: Robin Van Meter
Title: Vice President
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QuickLinks
Exhibit 10.38
SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
RECITALS
AGREEMENT