Borrower shall maintain on a consolidated basis with respect to Borrower andits Subsidiaries, a Tangible Net Worth of at least $12,500,000 (the “MinimumTangible Net Worth”), to be tested as of the last day of each fiscalquarter, commencing with the fiscal quarter ending October 3, 2008, whichMinimum Tangible Net Worth shall increase by:(i) by 50% of Net Income on a quarterly basis commencing with NetIncome in the quarter ending after October 3, 2008 and continuing withrespect to each fiscal quarter thereafter, and(ii) by 50% of issuances of equity and 50% of the principal amount ofSubordinated Debt, issued after October 3, 2008, effective on the date ofsuch issuances, other than for issuances of Subordinated Debt the proceedsof which are used to refinance outstanding Subordinated Debt substantiallyconcurrently with the issuance thereof, up to the amount of the originalprincipal amount the Subordinated Debt being so replaced.”*IS HEREBY AMENDED 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 $7,500,000 (the “MinimumTangible Net Worth”), to be tested as of the last day of each fiscalquarter, commencing with the fiscal quarter ending April 3, 2009, whichMinimum Tangible Net Worth shall increase by:(i) by 50% of Net Income on a quarterly basis commencing with Net Income inthe quarter ending after April 3, 2009 and continuing with respect to eachfiscal quarter thereafter, and(ii) by 50% of issuances of equity and 50% of the principal amount ofSubordinated Debt, issued after April 3, 2009, effective on the date of suchissuances, other than for issuances of Subordinated Debt the proceeds ofwhich are used to refinance outstanding Subordinated Debt substantiallyconcurrently with the issuance thereof, up to the amount of the originalprincipal amount of the Subordinated Debt being so replaced.”     **2.3 Revised Section 7.****1(f)****.**Section 7.1(f) of the Loan Agreement that now reads as follows:“(f) Transfers consisting of patents of Borrower that are not material tothe business of Borrower.”*IS HEREBY AMENDED TO READ AS FOLLOWS:*“(f) Transfers consisting of (i) patents of Borrower that are not materialto the business of Borrower and (ii) patents of Borrower that are materialto the business of Borrower as long as, in connection therewith, Borrower
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receives from any and all transferees thereof, irrevocable, perpetual, andtransferable licenses that permit Borrower to continue to use such patentsin the conduct and operation of its business in the ordinary course.”     **2.4 Permitted Location of Certain Collateral.**Notwithstanding the terms and provisions of theLoan Agreement, including, without limitation, the restrictive provisions of Section 7.2(3)(B),Borrower is hereby permitted to transfer, on a one-time basis only, test equipment of Borrowerhaving a maximum fair market value of $700,000 from the Jazz Semiconductor facility located inNewport Beach, California to the ASE facility in the country of Malaysia. The consent of Bank tosuch transfer does not otherwise constitute a waiver or modification of any term or provision ofthe Loan Agreement other than as specifically set forth herein as to the above-describedtransaction and to no other.     **2.5 Revised Section 7.7.**Section 7.7 of the Loan Agreement that now reads as follows:“**7.7 Distributions; Investments**. (a) Pay any dividends or make anydistribution or payment or redeem, retire or purchase any capital stockprovided that (i) Borrower may pay dividends solely in common stock; and(ii) Borrower may repurchase the stock of former employees or consultantspursuant to restricted stock vesting plans or as part of the payment by suchemployees or consultants for stock options exercised by them; or (b)directly or indirectly make any Investment other than Permitted Investments,or permit any of its Subsidiaries to do so.”*IS HEREBY AMENDED TO READ AS FOLLOWS:*“**7.7 Distributions; Investments**. (a) Pay any dividends or make anydistribution or payment or redeem, retire or purchase any capital stockprovided that (i) Borrower may pay dividends solely in common stock; (ii)Borrower may repurchase the stock of former employees or consultantspursuant to restricted stock vesting plans or as part of the payment by suchemployees or consultants for stock options exercised by them; and (iii)Borrower may permit executive officers to tender vested shares of restrictedstock in an aggregate amount of fair market value (measured by the closingprice of such shares on the date of vesting) not to exceed $250,000 in anyfiscal year in connection with the satisfaction of withholding tax liabilityof such officers relating thereto; or (b) directly or indirectly make anyInvestment other than Permitted Investments, or permit any of itsSubsidiaries to do so.”**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
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Loan Document, or (b) otherwise prejudice any right or remedy which Bank may now have or mayhave in the future under or 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;     **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.
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**5. Fee.**Borrower shall pay to Bank a fully earned, non-refundable amendment fee of $7,500 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 W. Johnsen         Name:   Kurt Miklinski   Name:   Bret W. JohnsenTitle:   Vice President   Title: Senior Vice President, Chief Financial Officer and Treasurer[Signature Page to Amendment to Loan and Security Agreement dated as of March 2, 2009]
 

 
**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.         Guarantor Signature:           **Maker Communications, Inc.**           By