SECOND AMENDED AND RESTATED
CONEXANT BOARD REPRESENTATION AGREEMENT

        THIS SECOND AMENDED AND RESTATED CONEXANT BOARD REPRESENTATION AGREEMENT (this "Agreement") is effective as of October 15, 2002, by and among Carlyle Partners III, L.P., a Delaware limited partnership ("CP III"), CP III Coinvestment, L.P., a Delaware limited partnership ("Coinvestment"), Carlyle High Yield Partners, L.P., a Delaware limited partnership ("High Yield Partners" and, collectively with CP III and Coinvestment, "Carlyle"), Conexant Systems, Inc., a Delaware corporation ("Conexant" and, collectively with Carlyle, the "Original Stockholders"), RF Micro Devices, Inc., a North Carolina corporation ("RFMD" and, together with the Original Stockholders, the "Stockholders"), Jazz Semiconductor, Inc., a Delaware corporation formerly known as Specialtysemi, Inc. (the "Company") and Newport Fab, LLC, a Delaware limited liability company ("Newport Fab").

RECITALS

        WHEREAS, Carlyle Capital Investors, L.L.C., a Delaware limited liability company ("Carlyle Capital"), Conexant, and the Company entered into that certain Contribution Agreement dated as of February 23, 2002 (the "Contribution Agreement") pursuant to which Carlyle Capital agreed to contribute cash and Conexant agreed to contribute all of the membership interests of Newport Fab and a warrant, each in exchange for shares of Common Stock of the Company;

        WHEREAS, Carlyle Capital and Carlyle entered into that certain Assignment and Assumption Agreement, dated as of March 12, 2002, whereby Carlyle Capital assigned all of its rights and obligations under the Contribution Agreement to Carlyle and Carlyle assumed such rights and obligations;

        WHEREAS, in connection with the consummation of the closing of the transactions contemplated by the Contribution Agreement, each Original Stockholder, the Company and Newport Fab entered into that certain Conexant Board Representation Agreement dated as of March 12, 2002 (the "Original Conexant Board Representation Agreement");

        WHEREAS, in connection with the consummation of the closing of the transactions contemplated by the Contribution Agreement, each Original Stockholder and the Company entered into the Stockholder Agreement dated as of March 12, 2002 (the "Original Stockholder Agreement");

        WHEREAS, as of March 12, 2002, the Company owned all of the membership interests of Newport Fab;

        WHEREAS, the Company entered into the Amended and Restated Operating Agreement of Newport Fab, dated as of March 12, 2002 (the "First Amended and Restated Operating Agreement");

        WHEREAS, the Company, Carlyle and Conexant entered into the Recapitalization Agreement dated as of July 30, 2002 (the "Recapitalization Agreement") pursuant to which the outstanding shares of Common Stock of the Company held by each Original Stockholder were exchanged for shares of Preferred Stock of the Company;

        WHEREAS, in connection with the consummation of the closing of the transactions contemplated by the Recapitalization Agreement, each Original Stockholder and the Company entered into an Amended and Restated Stockholder Agreement dated as of July 30, 2002 (the "Amended and Restated Stockholder Agreement");

        WHEREAS, as of July 30, 2002, the Company owned all of the membership interests of Newport Fab;

        WHEREAS, in connection with the consummation of the closing of the transactions contemplated by the Recapitalization Agreement, the Company entered into the Second Amended and Restated



Operating Agreement of Newport Fab dated as of July 30, 2002 (the "Second Amended and Restated Operating Agreement");

        WHEREAS, in connection with the consummation of the closing of the transactions contemplated by the Recapitalization Agreement, each of the Original Stockholders entered into the Amended and Restated Conexant Board Representation Agreement dated as of July 30, 2002 (the "Amended and Restated Conexant Board Representation Agreement"), which amended and restated the Original Conexant Board Representation Agreement in its entirety;

        WHEREAS, the Company and RFMD have entered into that certain Preferred Stock Purchase Agreement dated as of August 22, 2002 (as amended, modified and supplemented to date, the "Stock Purchase Agreement") pursuant to which the Company has agreed to issue to RFMD and RFMD has agreed to purchase from the Company up to an aggregate of 13,071,888 shares of Series B Preferred Stock of the Company;

        WHEREAS, in connection with the consummation of the closing of the transactions contemplated by the Stock Purchase Agreement, each Stockholder and the Company have entered into a Second Amended and Restated Stockholder Agreement dated as of the date hereof (the "Second Amended and Restated Stockholder Agreement");

        WHEREAS, as of the date hereof, the Company owns all of the membership interests of Newport Fab;

        WHEREAS, the Company has entered into the Third Amended and Restated Operating Agreement of Newport Fab dated as of the date hereof (the "Third Amended and Restated Operating Agreement");

        WHEREAS, Article 4 of the Second Amended and Restated Stockholder Agreement provides that each Stockholder agrees to take all such steps as may be necessary, including through the exercise of their respective voting power, to ensure that Conexant may designate two (2) directors (the "Conexant Designated Directors") to the Company Board (the "Article 4 Rights");

        WHEREAS, the Third Amended and Restated Operating Agreement of Newport Fab, dated as of the date hereof (the "Third Amended and Restated Operating Agreement"), provides that Conexant shall have the right to elect two (2) managers to serve on the Newport Fab Board (the "Conexant Designated Managers") as long as Conexant has Article 4 Rights;

        WHEREAS, Conexant, Carlyle and the Company desire to make clear that as long as Conexant has Article 4 Rights Conexant shall have the exclusive right to appoint the Conexant Designated Directors and the Conexant Designated Managers; and

        WHEREAS, in connection with the foregoing, the parties desire to amend and fully restate the Amended and Restated Conexant Board Representation 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 hereby agree as follows:

        1.    Certain Definitions.    As used in this Agreement, the following terms shall have the following respective meanings:

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        2.    Election of Company Directors and Newport Fab Managers.    

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        3.    Proxy.    

        For so long as this Agreement is in effect, if any Stockholder fails or refuses to vote the Company Stock as provided in Section 2 hereof, without further action by the Company or any Stockholder, Conexant shall have an irrevocable proxy to vote such Company Stock in accordance with this Agreement, and each Stockholder hereby grants to Conexant such irrevocable proxy.

        4.    Acceptance and Acknowledgment.    

        The Stockholders, the Company, and Newport Fab hereby acknowledge and agree to the rights granted to Conexant hereunder.

        5.    Miscellaneous.    

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[THIS SPACE INTENTIONALLY LEFT BLANK]

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        IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written.

  CONEXANT SYSTEMS, INC.,
a Delaware corporation

 

 

By:

 

/s/  DWIGHT DECKER      
Dwight Decker
Chief Executive Officer

 

 

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
Vice President Operations

 

 

RF MICRO DEVICES, INC.,
a North Carolina corporation

 

 

By:

 

/s/  JERRY D. NEAL      
Jerry D. Neal
Executive Vice President of Marketing & Strategic Development

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  CARLYLE PARTNERS III, L.P.,
a Delaware limited partnership

 

 

By:

 

TC Group III, L.P.,
its General Partner

 

 

By:

 

TC Group III, L.L.C.,
its General Partner

 

 

By:

 

TC Group, L.L.C.,
its Managing Member

 

 

By:

 

TCG Holdings, L.L.C.,
its Managing Member

 

 

 

 

By:

 

/s/  ALLAN M. HOLT      
Allan M. Holt
Managing Director

 

 

CP III COINVESTMENT, L.P.,
a Delaware limited partnership

 

 

By:

 

TC Group III, L.P.,
its General Partner

 

 

By:

 

TC Group III, L.L.C.,
its General Partner

 

 

By:

 

TC Group, L.L.C.,
its Managing Member

 

 

By:

 

TCG Holdings, L.L.C.,
its Managing Member

 

 

 

 

By:

 

/s/  ALLAN M. HOLT      
Allan M. Holt
Managing Director

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CARLYLE HIGH YIELD PARTNERS, L.P.,
a Delaware limited partnership

 

 

By:

 

TCG High Yield, L.L.C.,
its General Partner

 

 

By:

 

TCG High Yield Holdings, L.L.C.,
its Managing Member

 

 

By:

 

TC Group, L.L.C.,
its sole Member

 

 

By:

 

TCG Holdings, L.L.C.,
its Managing Member

 

 

 

 

By:

 

/s/  ALLAN M. HOLT      
Allan M. Holt
Managing Director

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Source: OneCLE Business Contracts.