AMENDMENT NO. 3
TO
LOAN AND SECURITY AGREEMENT
 Amendment No . 3 To Loan And Security Agreement Amendment Conexant
CF,LLC, (Borrower), Silicon Valley Bank, (Bank).
 Recitals
 A.
    
    Borrower and Bank have entered into that certain Loan and Security Agreement
dated as of December 22, 2009, as amended by that certain Amendment No. 1 to Loan and Security
Agreement dated as of March 3, 2010 and that certain Amendment No. 2 to Loan and Security
Agreement dated as of June 10, 2010 (as amended, restated, or modified from time to time, the
Loan Agreement), pursuant to which Bank has agreed to extend and make
available to Borrower certain advances of money.C.
    
    Subject to the representations and warranties of Borrower herein and upon
the terms and conditions set forth in this Amendment, Bank is willing to amend the Loan Agreement.
 Agreement
 NOW, THEREFORE,
 1.
    
    Amendments To Loan
Agreement.
 1.1
    
    Section 2.5 (Payment of Interest).Subsections (a) and (f) of Section 2.5 of the Loan
Agreement are hereby amended in their entirety and replaced with the following:
 Interest
Rate Advances Applicable Margin)
 Quick Ratio
    
    Applicable MarginGreater than or equal to 1.50:1.00
    
    
    0.50
    %Less than 1.50:1.00, but greater than 1.00:1.00
    
    
    1.00
    %Less than 1.00:1.00
    
    
    2.00
    %




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Minimum Monthly Interest Minimum Monthly
Interest),
 1.2
    
    Section2.6(Fees).Subsections (a) and (b) of Section 2.6 of the Loan
Agreement are hereby amended in their entirety and replaced with the following:
 Commitment Fee
 Reserved
 1.3
    
    Section 6.9 (Financial Covenants).Section 6.9 of the Loan Agreement is amended in
its entirety and replaced by the following:
  Tangible Net Worth
 Fiscal Quarter Ending
    
    Minimum Tangible Net WorthDecember 31, 2010
    
    $
    (124,525,000
    )April 1,2011
    
    $
    (129,625,000
    )July 1,2011
    
    $
    (133,744,000
    )September 30, 2011
    
    $
    (137,994,000
    )December 30, 2011
    
    $
    (136,301,000
    )
  2




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Liquidity Coverage
 1.4
    
    Section 13.1 (Definitions).The following definitions in Section 13.1 of the Loan
Agreement are hereby amended and restated in their entirety with the following:
 Account Receivable
 Advance Rate
 Current Liabilities
 Facility Amount
 Minimum Balance
 Program Termination Date
 Purchase Termination Date
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Revolving Line Maturity Date
 1.5
    
    Section 13.1 (Definitions).The definition of Prime Rate in Section 13.1 of the
Loan Agreement is hereby deleted in its entirety.1.6
    
    Omnibus Amendment.Each reference to Prime Rate in the Loan Agreement
shall hereinafter be a reference to WSJ Prime Rate.1.7
    
    Section 13.1 (Definitions).The following definitions are hereby added to Section
13.1 of the Loan Agreement in their appropriate alphabetical order:
 Posted Credit Balances
 Third Amendment Effective Date
 WSJ Prime Rate
 1.8
    
    Exhibit B to Loan Agreement (Compliance Certificate).Exhibit B (Compliance
Certificate)of the Loan Agreement is amended in its entirety by deleting it and
replacing it with Exhibit A attached hereto.
 2.
    
    Borrowers Representations And Warranties.
 2.1
    
    Borrower represents and warrants that:
 (a)
    
    immediately upon giving effect to this Amendment (i) the representations and
warranties contained in the Loan Documents are true, accurate and complete in all material
respects as of the date hereof (except to the extent such representations and warranties
relate to an earlier date, in which case they are true and correct as of such date), and (ii)
no Event of Default has occurred and is continuing;(b)
    
    Borrower has the corporate power and authority to execute and deliver this
Amendment and to perform its obligations under the Loan Agreement, as amended by this
Amendment;(c)
    
    the articles of incorporation, bylaws and other organizational documents of
Borrower delivered to Bank in connection with the execution of the Loan Agreement, remain
true, accurate and complete and have not been amended, supplemented or restated and are and
continue to be in full force and effect;(d)
    
    the execution and delivery by Borrower of this Amendment and the performance by
Borrower of its obligations under the Loan Agreement, as amended by this Amendment, have been
duly authorized by all necessary corporate action on the part of Borrower;(e)
    
    this Amendment has been duly executed and delivered by Borrower and is the binding
obligation of Borrower, enforceable against it in accordance with its
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terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization,
liquidation, moratorium or other similar laws of general application and equitable principles
relating to or affecting creditors rights; and(f)
    
    as of the date hereof, it has no defenses against the obligations to pay any amounts under
the Obligations. Borrower acknowledges that Bank has acted in good faith and has conducted in
a commercially reasonable manner its relationships with Borrower in connection with this
Amendment and in connection with the Loan Documents.
 2.2
    
    Borrower understands and acknowledges that Bank is entering into this
Amendment in reliance upon, and in partial consideration for, the representations and
warranties in Section 3.1, and agrees that such reliance is reasonable and appropriate.
 3.
    
    Limitation. The amendments in Section 2 shall be limited precisely
as written and shall not be deemed (a) to be a waiver or modification of any other term or
condition of any Loan Document or of any other instrument or agreement referred to therein or
to prejudice any right or remedy which Bank may now have or may have in the future under or in
connection with the Loan Documents or any instrument or agreement referred to therein; or (b)
to be a consent to any future amendment or modification or waiver to any instrument or
agreement the execution and delivery of which is consented to hereby, or to any waiver of any
of the provisions thereof. Except as expressly amended hereby, the Loan Agreement and the
other Loan Documents shall continue in full force and effect.4.
    
    Effectiveness. This Amendment shall become effective upon the
satisfaction of all the following conditions precedent:
 4.1
    
    Amendment.Borrower and Bank shall have duly executed and delivered this
Amendment to Bank.4.2
    
    Reaffirmation of Loan Documents.Conexant Systems, Inc. shall have
executed the Reaffirmation of Loan Documents in the form of Exhibit B attached hereto.4.3
    
    Commitment Fee.Borrower shall have paid to Bank a fully earned,
non-refundable commitment fee of $50,000.4.4
    
    Bank Expenses.Borrower shall have paid all Bank Expenses incurred through
the date of this Amendment.
 5.
    
    Counterparts. This Amendment may be signed in any number of
counterparts, and by different parties hereto in separate counterparts, with the same effect
as if the signatures to each such counterpart were upon a single instrument. All counterparts
shall be deemed an original of this Amendment.6.
    
    Integration. This Amendment and any documents executed in
connection herewith or pursuant hereto contain the entire agreement between the parties with
respect to the subject matter hereof and supersede all prior agreements, understandings,
offers and negotiations, oral or written, with respect thereto and no extrinsic evidence
whatsoever may be introduced
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in any judicial or arbitration proceeding, if any, involving this Amendment; except that any
financing statements or other agreements or instruments filed by Bank with respect to Borrower
shall remain in full force and effect.7.
    
    Governing Law; Venue.THIS AMENDMENT SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. Borrower and Bank each submit
to the exclusive jurisdiction of the State and Federal courts in Santa Clara County,
California.
 Remainder of page intentionally left blank  signature page follows.
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IN WITNESS WHEREOF,
 Borrower:Conexant CF, LLC,
a California limited liability companyBy:
    /s/ Jean HuPrinted Name:
    Jean HuTitle:
    CFO & Sr. Vice PresidentBank:Silicon Valley BankBy:
    /s/ Derek HoytPrinted Name:
    Derek HoytTitle:
    Senior Relationship Manager 7




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EXHIBIT A TO AMENDMENT NO. 3
 EXHIBIT B
 TO: SILICON VALLEY BANK
    
    Date:FROM: CONEXANT CF, LLC
 
 Please indicate compliance status by circling Yes/No under Complies column.
 Reporting Covenant
    
    Required
    
    CompliesWeekly Transaction Report,
reconciliations of A/R,
transaction reports and general
ledger
    
    Weekly
    
    Yes  NoMonthly A/R agings and A/P agings
    
    Monthly within 30 days
    
    Yes  NoMonthly unaudited financial
statements of Parent
(consolidated and consolidating
w/respect to Borrower) w/Compliance
Certificate
    
    Monthly within 30 days
    
    Yes  NoAnnual operating budgets of
Parent + annual financial
projections of Parent approved
by Board of Parent
    
    FYE of Parent within 90 days
    
    Yes  No10-Q, 10-K and 8-K
    
    Within 15 days after filing with SEC
    
    Yes  NoQuarterly field examination audit
    
    Quarterly at Banks discretion
    
    Yes  No
 Financial Covenant
    
    Required
    
    Actual
    
    CompliesMaintain on a Fiscal
Quarter Ending Basis
Minimum Tangible Net Worth
(see 6.9(a)):
    
    $
    _______
    
    
    $
    _______
    
    
    Yes  NoMaintain on a Monthly
Basis Liquidity Coverage
of not less than 1.50:1:00
    
    
    1.50:1:00
    
    
    
    _______
    
    
    Yes  No
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CONEXANT CF, LLC
    
    
    
    BANK USE ONLYReceived by:By:
    
    
    
    
    
    
    
    
    AUTHORIZED SIGNERName:
    
    
    
    
    
    Date:Title:Verified:AUTHORIZED SIGNERDate:Compliance Status: Yes  No
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Schedule 1 to Compliance Certificate
 Financial Covenants of Borrower
  
 I. Tangible Net Worth
  Fiscal Quarter Ending
    
    Minimum Tangible Net WorthDecember 31, 2010
    
    $
    (124,525,000
    )April 1,2011
    
    $
    (129,625,000
    )July 1,2011
    
    $
    (133,744,000
    )September 30, 2011
    
    $
    (137,994,000
    )December 30, 2011
    
    $
    (136,301,000
    )
  Fiscal Quarter Ending
    
    Minimum Tangible Net WorthDecember 31, 2010April 1,2011July 1,2011September 30, 2011December 30, 2011
 ___ No, not in compliance
    
    ___ Yes, in compliance
 Liquidity Coverage
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A.
    
    Parents Unrestricted Cash and Cash Equivalents
    $B.
    
    Net accounts receivables
    $C.
    
    Obligations
    $D
    
    Obligations secured by cash maintained at Bank
    $E.
    
    Liquidity Coverage (line A plus line B divided by line C minus line D)
  No, not in compliance
    
    Yes, in compliance
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EXHIBIT B TO AMENDMENT NO. 3
 REAFFIRMATION OF LOAN DOCUMENTS
 (Parent) Borrower).
 Loan Documents Loan
Agreement
 Amendment No.
3
  1. Reaffirmation of Loan Documents.
 2. Continuing Effect and Absence of Defenses.
 Conexant CF, LLCBy:
    /s/ Jean HuPrinted Name:
    Jean HuTitle:
    CFO & Sr. Vice President




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Conexant Systems, Inc.By:
    /s/ Jean HuPrinted Name:
    Jean HuTitle:
    CFO & Sr. Vice President 2