EXHIBIT
4.1


 


SECOND AMENDMENT TO RIGHTS AGREEMENT


 


THIS
SECOND AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”) is made as of June 16,
2008 to amend that certain Rights Agreement (the “Rights Agreement”)
dated as of June 26, 2003, as amended by that certain First Amendment to
Rights Agreement dated as of December 6, 2004, by and between Mindspeed
Technologies, Inc., a Delaware corporation (the “Company”), and
Mellon Investor Services LLC, a New Jersey limited liability company, as Rights
Agent (the “Rights Agent”). 
Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Rights Agreement.


 


WHEREAS,
the Company and the Rights Agent are parties to the Rights Agreement;


 


WHEREAS,
the Board of Directors of the Company has determined it to be in the best
interests of the Company and its stockholders to amend the Rights Agreement as
set forth herein;


 


WHEREAS,
subject to certain provisos, Section 27 of the Rights Agreement provides
that the Company may from time to time supplement or amend the Rights Agreement
without the approval of any holders of Rights in order to cure any ambiguity,
to correct or supplement any provision contained in the Rights Agreement, or to
make any other provisions with respect to the Rights or in regard to matters or
questions arising under the Rights Agreement which the Company may deem
necessary or desirable, any such supplement to be evidenced by a writing signed
by the Company and the Rights Agent;


 


WHEREAS,
this Amendment does not change or increase the rights, duties, liabilities or
obligations of the Rights Agent under the Rights Agreement; and


 


WHEREAS,
no Person has become an Acquiring Person.


 


NOW,
THEREFORE, the parties hereto hereby agree as follows:


 


1.  Section 25(a) of the Rights
Agreement shall be restated in its entirety to read as follows (with the change
thereto indicated herein in bold font):


 


“Section 25.
Notice of Certain Events. (a) In case at any time after the Distribution
Date the Company shall propose (i) to pay any dividend payable in stock of
any class to the holders of its Preferred Shares or to make any other
distribution to the holders of its Preferred Shares (other than a regular
quarterly cash dividend), (ii) to offer to the holders of its Preferred
Shares rights or warrants to subscribe for or to purchase any additional
Preferred Shares or shares of stock of any class or any other securities,
rights or options, (iii) to effect any reclassification of its Preferred
Shares (other than a reclassification involving only the subdivision of
outstanding Preferred Shares), (iv) to effect any consolidation or merger
into or with, or to effect any sale or other transfer (or to permit one or more
of its Subsidiaries to effect any sale or other transfer), in one or more
transactions, of 50% or more of the assets or earning power of the Company and
its Subsidiaries (taken as a whole) to, any other Person, (v) to effect
the liquidation, dissolution or winding up of the Company, or (vi) to
declare or pay any dividend on the Common Stock payable in shares of Common
Stock or to effect a subdivision, combination or consolidation of the shares of
Common Stock (by reclassification or otherwise than by payment of dividends in
shares of Common Stock), then, in each such case, the Company shall give to
each registered holder of a Right, in accordance with Section 26 hereof, a
notice of such proposed action, which shall specify the record date for the
purposes of such stock dividend, or distribution of rights or warrants, or the
date on which such reclassification, consolidation, merger, sale, transfer,
liquidation, dissolution, or winding up is to take place and the date of
participation therein by the holders of the shares of Common Stock and/or
Preferred Shares, if any such date is to be fixed, and such notice shall be so
given in the case of any action covered by clause (i) or (ii) above
at least 10 days prior to the record date for determining holders of the
Preferred Shares for purposes of such action, and in the case of any such other
action, at least 10 days prior to the date of the taking of such proposed 


 

















 


action
or the date of participation therein by the holders of the shares of Common
Stock and/or Preferred Shares, whichever shall be the earlier.”


 


2.  Except as set forth herein, the Rights
Agreement shall remain in full force and effect.


 


Signature Page Follows


 

















 


IN
WITNESS HEREOF, the parties hereto have caused this Amendment to be executed as
of the date first written above.


 


 


	
   

  	
  Mindspeed
  Technologies, Inc.,

  
	
   

  	
  a
  Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Brandi R. Steege

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:
  Brandi R. Steege

  
	
   

  	
  Title:
  Vice President, Legal, and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Mellon
  Investor Services LLC

  
	
   

  	
  a
  New Jersey limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Sharon Knepper

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:
  Sharon Knepper

  
	
   

  	
  Title:
  Vice President