EXHIBIT 10.12 FIRST AMENDMENT TO WAFER SUPPLY AND SERVICES AGREEMENT

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Exhibit 10.12

FIRST AMENDMENT TO WAFER SUPPLY AND SERVICES AGREEMENT

        This FIRST AMENDMENT TO WAFER SUPPLY AND SERVICES AGREEMENT (the " Amendment " ) is dated as of July 1, 2002 (the " Amendment Date " ), and is entered into by and between Jazz Semiconductor, Inc., a Delaware corporation formerly known as Specialtysemi, Inc. ( " Company " ), and Conexant Systems, Inc., a Delaware corporation ( " Conexant " ).

RECITALS

         WHEREAS, Company and Conexant are parties to that certain Wafer Supply and Services Agreement dated as of March 30, 2002 (the " Agreement " ); and

         WHEREAS, Company and Conexant wish to amend the Agreement.

AGREEMENTS

         NOW THEREFORE , in consideration of the promises and mutual agreements and covenants set forth herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

        1.       Defined Terms . Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in the Agreement.

        2.       Amendment to Section 5.3 . Section 5.3 of the Agreement is hereby amended by replacing the section in its entirety with the following language:

5.3

Transition Services Agreement. Subject to the applicable provisions of the Transition Services Agreement between Conexant and Company, dated March 12, 2002, shipping and handling of finished Wafers will be in accordance with Exhibit G (Delivery and Logistics).

        3.       Amendment to Section 7.2 . Section 7.2 of the Agreement is hereby amended by replacing the section in its entirety with the following language:

7.2

Reporting Requirements. Company shall provide Conexant with the reports specified in Exhibit H (Reports) in accordance with frequency or schedule set forth therein. All su