EX-10.1








AMENDMENT NO. 1 TO CREDIT AGREEMENT




This Amendment No. 1 to the Credit Agreement, dated as of June 27, 2003 (“Credit Agreement”),
among MINDSPEED TECHNOLOGIES, INC, a Delaware corporation (“Borrower”), the SUBSIDIARY GUARANTORS
named therein and CONEXANT SYSTEMS, INC (“Lender”) is made by and among the parties to the Credit
Agreement on December 2, 2004.



1. Unless otherwise defined herein, capitalized terms shall have the meanings ascribed to them
in the Credit Agreement.



2. Section 6.02 of the Credit Agreement is hereby amended by added the following subsection
(o):




(o) Any Lien on U.S. Treasury securities arising out of a convertible debt financing
transaction whereby such U.S. Treasury securities are pledged to secure Borrower’s
obligations under the notes issued in such financing; provided that Borrower reduces
the Commitment in accordance with Section 2.06(b), effective not later than
immediately prior to the incurrence of any such Lien, by an amount equal to the
amount paid for such U.S. Treasury securities by Borrower or its Subsidiary.



In addition, the reference to Section 6.02(n) in the last proviso in Section 6.02 is hereby
amended to refer to Section 6.02(n) and (o).



3. Upon the closing of a financing or one or more related financings resulting in aggregate
gross proceeds of $40 million or more, including in the computation of gross proceeds any
underwriter or initial purchaser discounts and without deduction for any items listed in clauses
(x) and (y) of the definition of “Permitted Refinancing” in Exhibit A to the Credit Agreement,
(“Gross Proceeds”), the parties agree that the Credit Agreement and the Commitment shall terminate
upon the closing of the financing which, when aggregated with the gross proceeds of any related
financing, results in aggregate Gross Proceeds of $40 million or more.



4. Upon the closing of a financing or one or more related financings resulting in aggregate
Gross Proceeds to Borrower of less than $40 million, the Credit Agreement shall continue in full
force and effect; provided that the aggregate amount of the Commitment shall be reduced by the
Gross Proceeds of such financing(s). In the event the financing(s) would qualify as a Permitted
Refinancing, the Commitment reduction provisions of this Section 4 shall be controlling over those
set forth in subparagraph (a) of the definition of “Permitted Refinancing” in Exhibit A to the
Credit Agreement.



IN WITNESS WHEREOF, Borrower, Guarantors and Lender have executed this Amendment No. 1 as of
the date first written above.



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	MINDSPEED TECHNOLOGIES, INC.

By:

	 	CONEXANT SYSTEMS, INC.

By:
	 

	 	 
	Name: Simon Biddiscombe

	 	Name: J. Scott Blouin
	 

	 	 
	Title: CFO

	 	Title: CFO
	 

	 	 
	 
	 	 
	APPLIED TELECOM, INC.

By:

	 	HOTRAIL, INC.

By:
	 

	 	 
	Name: Simon Biddiscombe

	 	Name: Simon Biddiscombe
	 

	 	 
	Title: President

	 	Title: President
	 

	 	 
	 
	 	 
	MINDSPEED TECHNOLOGIES, LLC

By:

	 	MAKER COMMUNICATIONS, INC.

By:
	 

	 	 
	Name: Simon Biddiscombe

	 	Name: Simon Biddiscombe
	 

	 	 
	Title: Manager

	 	Title: President
	 

	 	 
	 
	 	 
	BROOKTREE CORPORATION

By:

	 	



	 

	 	

	Name: Simon Biddiscombe

	 	

	 

	 	

	Title: President

	 	

	 

	 	

	 
	 	 








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