**2.2 Modification to Section 2.4(e)**. Section 2.4(e) of the Loan Agreement is hereby amendedand restated to read as follows:“(e) Collateral Monitoring Fee. A monthly collateral monitoring feeof $2,500, payable in arrears on the last day of each month (prorated forany partial month at the beginning and upon termination of this Agreement),provided that at such times only as the Net Cash Test is and remainssatisfied for an entire month, then no collateral monitoring fee shall bedue and payable for such month; and”**2.3 Modification to Section 6.6**. Section 6.6 of the Loan Agreement is hereby amended andrestated to read as follows:“**6.6 Access to Collateral; Books and Records**. At reasonable times, on five(5) Business Days’ notice (provided no notice is required if an Event ofDefault has occurred and is continuing and, absent an Event of Default, one(1) Business Day’s notice only shall be required under circumstances whereBank reasonably determines, based on the then-existing circumstancesaffecting Borrower or the integrity of the Collateral, that such access isneeded), Bank, or its agents, shall have the right to inspect the Collateraland the right to audit and copy Borrower’s Books, provided that such auditsshall be conducted no more often than once every fiscal year.Notwithstanding the foregoing, there shall be no restriction on the numberof audits if, at the time of the proposed audit, an Event of Default hasoccurred and is continuing. The foregoing inspections and audits shall beat Borrower’s expense, and the charge therefor shall be $850 per person perday (or such higher amount as shall represent Bank’s then-current standardcharge for the same), plus reasonable out-of-pocket expenses. In the eventBorrower and Bank schedule an audit more than ten (10) days in advance, andBorrower cancels or reschedules the audit with less than ten (10) dayswritten notice to Bank, then (without limiting any of Bank’s rights orremedies), Borrower shall pay Bank a fee of $1,000 plus any out-of-pocketexpenses incurred by Bank to compensate Bank for the anticipated costs andexpenses of the cancellation or rescheduling.”**2.4 Modification to Section 6.9**. Section 6.9 of the Loan Agreement is hereby amended andrestated to read as follows:“**6.9 Financial Covenant.**Borrower shall maintain on a consolidated basis with respect to Borrower andits Subsidiaries, a Tangible Net Worth of at least $14,500,000, to be testedas of the last day of each fiscal quarter.”**2.5 Modification to Section 12.1**Section 12.1 of the Loan Agreement is hereby amended andrestated to read as follows:
 
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**“12.1 Termination Prior to Revolving Line Maturity Date**. This Agreement maybe terminated prior to the Revolving Line Maturity Date by Borrower,effective three (3) Business Days after written notice of termination isgiven to Bank. Notwithstanding any such termination, Bank’s lien andsecurity interest in the Collateral shall continue until Borrower fullysatisfies its Obligations (other than for inchoate indemnity obligations)and provides cash collateral for any Letters of Credit in an amount andsubject to such terms and conditions as are acceptable to Bank. If suchtermination is at Borrower’s election or at Bank’s election due to theoccurrence and continuance of an Event of Default, Borrower shall pay toBank, in addition to the payment of any other expenses or fees then-owing, atermination fee in an amount equal to the following:(i) $450,000 if termination is effective prior to the firstanniversary of the Effective Date;(ii) $300,000 if termination is effective on or after the firstanniversary of the Effective Date and prior to the secondanniversary of the Effective Date; and(iii) $150,000 if termination is effective on or after the secondanniversary of the Effective Date and prior to 90 days before thethird anniversary of the Effective Date;provided that no termination fee shall be charged if the credit facilityhereunder is replaced with a new facility from Bank or another division ofBank.”**2.6 Modification to Eligible Accounts Definition.**Clause (c) of the definition of “EligibleAccounts” as set forth in Section 13.1 of the Loan Agreement that now reads as follows:“(c) Accounts billed in the United States and owing from an Account Debtorwhich does not have its principal place of business in the United Statesunless such Accounts are billed and collected in the United States, areotherwise Eligible Accounts and are covered by credit insurance satisfactoryto Bank, less any amount not covered by such insurance, if any, and less anydeductible;”is hereby amended to read as:“(c) (i) Accounts billed in the United States and owing from an AccountDebtor which does not have its principal place of business in the UnitedStates unless such Accounts are billed and collected in the United Statesand are otherwise Eligible Accounts hereunder and the Net Cash Test is andremains satisfied; and
 
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(ii) At such times as the Net Cash Test is not satisfied, then Accountsbilled in the United States and owing from an Account Debtor which does nothave its principal place of business in the United States unless suchAccounts are billed and collected in the United States, are otherwiseEligible Accounts and are covered by credit insurance satisfactory to Bank,less any amount not covered by such insurance, if any, and less anydeductible;”**2.7 Modification to Revolving Line Maximum Dollar Amount.**The definition of “Revolving LineMaximum Dollar Amount” as set forth in Section 13.1 of the Loan Agreement that now reads asfollows:“Revolving Line Maximum Dollar Amount” is Fifteen Million Dollars($15,000,000).is hereby amended to read as:“Revolving Line Maximum Dollar Amount” is Five Million Dollars ($5,000,000).**3. Limitation of Amendments.****3.1**The consents and amendments set forth in this Amendment are effective for the purposes setforth herein and shall be limited precisely as written and shall not be deemed to (a) be a consentto any amendment, waiver or modification of any other term or condition of any Loan Document, or(b) otherwise prejudice any right or remedy which Bank may now have or may have in the future underor in connection with any Loan Document.**3.2**This Amendment shall be construed in connection with and as part of the Loan Documents andall terms, conditions, representations, warranties, covenants and agreements set forth in the LoanDocuments, except as herein amended, are hereby ratified and confirmed and shall remain in fullforce and effect.**4. Representations and Warranties.**To induce Bank to enter into this Amendment, Borrower herebyrepresents and warrants to Bank as follows:**4.1**Immediately after giving effect to this Amendment (a) the representations and warrantiescontained in the Loan Documents are true, accurate and complete in all material respects as of thedate hereof (except to the extent such representations and warranties relate to an earlier date, inwhich case they are true and correct in all material respects as of such date), and (b) no Event ofDefault has occurred and is continuing;**4.2**Borrower has the power and authority to execute and deliver this Amendment and to performits obligations under the Loan Agreement, as amended by this Amendment;**4.3**The organizational documents of Borrower previously delivered to Bank remain true,accurate and complete and have not been amended, supplemented or restated and are and continue tobe in full force and effect;
 
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**4.4**The execution and delivery by Borrower of this Amendment and the performance by Borrowerof its obligations under the Loan Agreement, as amended by this Amendment, have been dulyauthorized;**4.5**The execution and delivery by Borrower of this Amendment and the performance by Borrowerof its obligations under the Loan Agreement, as amended by this Amendment, do not and will notcontravene (a) any law or regulation binding on or affecting Borrower, (b) any contractualrestriction with a Person binding on Borrower, (c) any order, judgment or decree of any court orother governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d)the organizational documents of Borrower;**4.6**The execution and delivery by Borrower of this Amendment and the performance by Borrowerof its obligations under the Loan Agreement, as amended by this Amendment, do not require anyorder, consent, approval, license, authorization or validation of, or filing, recording orregistration with, or exemption by any governmental or public body or authority, or subdivisionthereof, binding on either Borrower, except as already has been obtained or made; and**4.7**This Amendment has been duly executed and delivered by Borrower and is the bindingobligation of Borrower, enforceable against Borrower in accordance with its terms, except as suchenforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium orother similar laws of general application and equitable principles relating to or affectingcreditors’ rights.**5. Fee.**Borrower shall pay to Bank a fully earned, non-refundable amendment fee of $5,000 inconnection herewith which is payable concurrently herewith. Such fee is in addition to interestand all other fees, expenses, costs and other amounts payable under the Loan Agreement or otherLoan Documents, and is not refundable.**6. Bank Expenses.**Borrower agrees to reimburse Bank for all its reasonable costs and expenses(including reasonable attorneys’ fees) incurred in connection with this Amendment. Bank isauthorized to charge said fees, costs and expenses to Borrower’s loan account or any of Borrower’sdeposit accounts maintained with Bank.**7. Counterparts.**This Amendment may be executed in any number of counterparts and all of suchcounterparts taken together shall be deemed to constitute one and the same instrument.[Remainder of Page Blank; Signature Page Follows]
 
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**In Witness Whereof,**the parties hereto have caused this Amendment to be duly executedand delivered as of the date first written above.             **BANK**   **BORROWER** SILICON VALLEY BANK   MINDSPEED TECHNOLOGIES, INC.             By: /s/ Kurt Miklinski   By: /s/ Bret Johnsen           Name: Kurt Miklinski     Name: Bret Johnsen  Title: Vice President     Title: Chief Financial Officer[Signature Page to Amendment No. 2 to Loan and Security Agreement dated as of March 31, 2010]
 
 

 
**Consent by Guarantors**Each of the undersigned parties is a guarantor under a Continuing Guaranty in favor of SiliconValley Bank with respect to the indebtedness and obligations of MINDSPEED TECHNOLOGIES, INC. andhereby consents to the terms and conditions set forth in the foregoing Amendment and further herebyexpressly acknowledges and agrees that the Guaranty and each of the other loan documents to whichit is a party remain in full force and effect.