exv10w1







	 	 	 	 	 



Exhibit 10.1




Execution Version




AMENDMENT NO. 1

TO

LOAN AND SECURITY AGREEMENT





     THIS AMENDMENT NO. 1 to Loan and Security Agreement (this “Amendment”) is entered into
this 3rd day of March, 2010, by and between CONEXANT CF, LLC, a Delaware limited liability company
(“Borrower”) and SILICON VALLEY BANK, a California banking corporation (“SVB” or
“Bank”). Capitalized terms used herein without definition shall have the same meanings
given in the Loan Agreement (as defined below).



Recitals




     A. Bank and Borrower have entered into that certain Loan and Security Agreement dated as of
December 22, 2009 (as amended, restated, supplemented or otherwise modified, the “Loan
Agreement”).



     B. Bank has extended credit to Borrower for the purposes permitted in the Loan Agreement.



     C. Borrower desires that Bank amend the Loan Agreement upon the terms and conditions more
fully set forth herein.



     D. Subject to the representations and warranties of Borrower herein and upon the terms and
conditions set forth in this Amendment, Bank is willing to so amend the Loan Agreement.



Agreement




     Now, Therefore, in consideration of the foregoing recitals and other good and
valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to
be legally bound, the parties hereto agree as follows:



     1. Amendments to Loan Agreement.



          1.1 Section 13.1 (Definitions). Section 13.1 is hereby amended by deleting the definition of
“Unrestricted Cash” in its entirety and inserting the following in lieu thereof:




     ““Unrestricted Cash” means cash that is not subject to any Lien or other encumbrance (other
than (a) the Lien of Bank securing the Advances, (b) the Lien granted to the Collateral Trustee (as
defined in that certain Collateral Trust Agreement, dated on or about March 10, 2010, between The
Bank of New York Mellon Trust Company, N.A., as Collateral Trustee, Parent, Conexant Systems,
Worldwide, Inc., and Brooktree Broadband Holding, Inc., as the Grantors, and the parties party
thereto from time to time, as such Collateral Trust Agreement may be amended, modified or replaced
from time to time), and (c) any other first priority Lien from time to time securing Indebtedness
for borrowed money, so long as, in the case of clauses (b) and (c), such cash



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is not subject to a blocked account or other arrangement whereby neither Borrower nor
Parent may withdraw such cash), or subject to any Governmental Approval.”




          1.2 Section 6.8 (Operating Accounts). Subsection (b) of section 6.8 is hereby amended by
deleting it in its entirety and inserting the following in lieu therof:




     “(b) Prior to the date of the first Advance, maintain a cash balance with Bank and Bank’s
Affiliates of not less than 105% of the amount of the deductible on the Policy.”



     2. Limitation of Amendments.



          2.1 The amendments set forth in Section 1, above, are effective for the purposes set forth
herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any
amendment, waiver or other modification of any other term or condition of any Loan Document, or (b)
otherwise prejudice any right or remedy which SVB may now have or may have in the future under or
in connection with any Loan Document.




          2.2 This Amendment shall be construed in connection with and as part of the Loan Documents and
all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan
Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full
force and effect.




     3. Representations and Warranties. To induce SVB to enter into this Amendment, Borrower
hereby represents and warrants to SVB as follows:



          3.1 Immediately after giving effect to this Amendment (a) 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 (b) no Event of Default has occurred and
is continuing;




          3.2 Borrower has the power and authority to execute and deliver this Amendment and to perform
its obligations under the Loan Agreement, as amended by this Amendment;




          3.3 The organizational documents of Borrower remain true, accurate and complete and have not
been amended, supplemented or restated and are and continue to be in full force and effect;




          3.4 The execution and delivery by Borrower of this Amendment and the performance by Borrower
of the obligations under the Loan Agreement, as amended by this Amendment, have been duly
authorized;




          3.5 The execution and delivery by Borrower of this Amendment and the performance by Borrower
of the obligations under the Loan Agreement, as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on






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or affecting
Borrower, (b) any contractual restriction with a Person binding on Borrower, (c) any order,
judgment or decree of any court or other governmental or public body or authority, or subdivision
thereof, binding on Borrower, or (d) the organizational documents of Borrower;




          3.6 The execution and delivery by Borrower of this Amendment and the performance by Borrower
of the obligations under the Loan Agreement, as amended by this Amendment, do not require any
order, consent, approval, license, authorization or validation of, or filing, recording or
registration with, or exemption by any governmental or public body or authority, or subdivision
thereof, binding on Borrower, except as already has been obtained or made; and




          3.7 This Amendment has been duly executed and delivered by Borrower and is the binding
obligation of Borrower, enforceable against Borrower in accordance with its 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.




     4. Counterparts. This Amendment may be executed in any number of counterparts and all of such
counterparts taken together shall be deemed to constitute one and the same instrument.



     5. Effectiveness. This Amendment shall be deemed effective upon the due execution and
delivery of this Amendment by each party hereto and delivery of same to SVB.



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     In Witness Whereof, the parties hereto have caused this Amendment to be duly executed
and delivered as of the date first written above.



	 	 	 	 	 
	 	CONEXANT CF, LLC

a Delaware limited liability company

 	 
	 	By:  	/s/ Jean Hu
 	 
	 	 	Name:  	Jean Hu 	 
	 	 	Title:  	CFO, Senior Vice President— 
Business
Development and Treasurer 	 
	 
	 	SILICON VALLEY BANK,

a California banking corporation

 	 
	 	By:  	/s/
Derek Hoyt
 	 
	 	 	Name:  	Derek Hoyt 	 
	 	 	Title:  	Deal Team Leader 	 
	 




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