exv10w1



 





EXHIBIT 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.	 	CONEXANT SYSTEMS, INC.
	 
	 	 	 	 	 	 
	By:

	 	/s/ Simon Biddiscombe
	 	By:
	 	/s/ J. Scott Blouin
	

	 	

	 	 	 	

	Name:

	 	Simon Biddiscombe
	 	Name:
	 	J. Scott Blouin
	

	 	

	 	 	 	

	Title:

	 	CFO
	 	Title:
	 	CFO
	

	 	

	 	 	 	

	 
	 	 	 	 	 	 
	APPLIED TELECOM, INC.	 	HOTRAIL, INC.
	 
	 	 	 	 	 	 
	By:

	 	/s/ Simon Biddiscombe
	 	By:
	 	/s/ Simon Biddiscombe
	

	 	

	 	 	 	

	Name:

	 	Simon Biddiscombe
	 	Name:
	 	Simon Biddiscombe
	

	 	

	 	 	 	

	Title:

	 	President
	 	Title:
	 	President
	

	 	

	 	 	 	

	 
	 	 	 	 	 	 
	MINDSPEED TECHNOLOGIES, LLC	 	MAKER COMMUNICATIONS, INC.
	 
	 	 	 	 	 	 
	By:

	 	/s/ Simon Biddiscombe
	 	By:
	 	/s/ Simon Biddiscombe
	

	 	

	 	 	 	

	Name:

	 	Simon Biddiscombe
	 	Name:
	 	Simon Biddiscombe
	

	 	

	 	 	 	

	Title:

	 	Manager
	 	Title:
	 	President
	

	 	

	 	 	 	

	 
	 	 	 	 	 	 
	BROOKTREE CORPORATION	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Simon Biddiscombe	 	 	 	 
	

	 	
	 	 	 	 
	Name:

	 	Simon Biddiscombe	 	 	 	 
	

	 	
	 	 	 	 
	Title:

	 	President	 	 	 	 
	

	 	
	 	 	 	 








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